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UNITED STATES | OMB APPROVAL |
SECURITIES AND EXCHANGE COMMISSION +------------------+
Washington, D.C. 20549 | OMB Number: |
| 3235-0058 |
FORM 12b-25 | Expires: |
| January 31, 2002 |
NOTIFICATION OF LATE FILING | Estimated |
| average burden |
(Check One): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K | hours per |
[ ] Form 10-Q [ ] Form N-SAR | response..2.50 |
December 31, 2001 +------------------+
For Period Ended: ________________________ +------------------+
| SEC FILE NUMBER |
[ ] Transition Report on Form 10-K | |
[ ] Transition Report on Form 20-F | 1-12905 |
[ ] Transition Report on Form 11-K +------------------+
[ ] Transition Report on Form 10-Q +------------------+
[ ] Transition Report on Form N-SAR | CUSIP NUMBER |
| 26842V207 |
For the Transition Period Ended: ________________________ +------------------+
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| Read Instruction (on back page) Before Preparing Form. Please Print or Type |
| Nothing in this form shall be construed to imply that the Commission has |
| verified any information contained herein. |
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
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Full Name of Registrant
EEX Corporation
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Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
2500 CityWest Boulevard, Suite 1400
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City, State and Zip Code
Houston, Texas 77042
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PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
| (a) The reasons described in reasonable detail in Part III of this form
| could not be eliminated without unreasonable effort or expense;
| (b) The subject annual report, semi-annual report, transition report on
| Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
| filed on or before the fifteenth calendar day following the
[X] | prescribed due date; or the subject quarterly report of transition
| report on Form 10-Q, or portion thereof will be filed on or before
| the fifth calendar day following the prescribed due date; and
| (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
(Attach Extra Sheets if Needed)
The Registrant is currently negotiating with its lender to replace its current
revolving credit facility that terminates on June 27, 2002 with a new credit
facility. The Registrant seeks an extension of time to file its Annual Report on
Form 10-K in order to include the outcome of these negotiations in the report.
The outcome of these negotiations will affect the content of the Registrant's
disclosures regarding its liquidity and capital resources and other disclosures
required in the Annual Report on Form 10-K. As a result, the Registrant would
not be able to timely file its Annual Report on Form 10-K without unreasonable
effort or expense.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Richard S. Langdon (713) 243-3100
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If answer is
no, identify report(s). [X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report or portion
thereof? [X] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
See Annex I. The Registrant incorporates by reference its Form 8-K filed
with the Securities and Exchange Commission on March 7, 2002.
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EEX Corporation
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date April 1, 2002 By /s/ Richard S. Langdon
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Senior Vice President, General
Counsel and Corporate Secretary
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
+----------------------------------ATTENTION-----------------------------------+
| INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT |
| CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001). |
+------------------------------------------------------------------------------+
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in or
filed with the form will be made a matter of public record in the Commission
files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T ((S)232.201 or (S)232.202 of this chapter) or
apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
S-T ((S)232.13(b) of this chapter).
SEC 1344 (2-99)
ANNEX I
As previously reported in its Form 8-K filed with the Securities and
Exchange Commission on March 7, 2002, the Registrant reported preliminary
results of a $168 million loss for the fourth quarter ending December 31, 2001,
or ($4.02) per share, compared to net income of $6 million, or $0.16 per share,
for the same period a year ago. For the year ended December 31, 2001, the
Registrant reported preliminary results of a net loss of $160 million, or
($3.85) per share, compared to a net loss of $10 million, or ($0.25) per share
in 2000. The results are subject to completion of the annual audit.
Year-end onshore U.S. reserves, including minority interest, reviewed by
the Registrant's independent reserve auditors, were approximately 417 billion
cubic feet of natural gas equivalent ("Bcfe"), an increase of 12% over year-end
2000. Reserve additions of 111 Bcfe and downward revisions of 13 Bcfe due to
lower product prices, compared to 2001 production of 46 Bcfe, represents a
replacement rate of 213%. The Registrant invested a total of approximately $109
million onshore U.S. during the year resulting in a finding and development cost
of $1.11/Mcfe.
Results without unusual items were a loss of $8 million for the fourth
quarter and $5 million for 2001. The following table summarizes the significant
items that have influenced the preliminary quarterly and annual results of
operations (pre-tax amounts, except as indicated):
Three Months Year
Ended Ended
December 31, 2001 December 31, 2001
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(In millions)
Results without unusual items........................................................ $ (8) $ (5)
Impairments required under FAS 121:
FPS and Pipelines.................................................................. (82) (82)
Onshore properties................................................................. (29) (29)
Indonesian assets.................................................................. (16) (16)
Loss on sale - exercise of option.................................................... (18) (18)
Change in net realizable value of deferred tax asset................................. (11) (11)
Bad debt expense related to Enron.................................................... (3) (3)
Contract forfeiture of offshore lease................................................ (4) (4)
Extraordinary post-tax gain - Repurchase of notes.................................... 4 4
Post-tax gain on sale of Llano field................................................. -- 17
Stacking and assignment of Arctic I rig.............................................. -- (15)
All other unusual items.............................................................. (1) 2
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Net loss applicable to common shareholders......................................... $(168) $(160)
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2
In the fourth quarter, the Registrant's Cooper Floating Production
System ("FPS") and pipelines were written down to a fair market valuation based
on competitive factors for processing and transportation facilities in the Llano
area and the values management believes could be received in an orderly sale of
the assets. Certain onshore U.S. oil and gas properties were impaired a total of
$29 million of which $23 million was attributable to the production payment
resulting from the Encogen obligation. The Registrant's Indonesian assets were
impaired to reflect the bid of a potential purchaser with whom the Registrant is
currently negotiating. The fourth quarter results also include a loss on sale of
$18 million from the January exercise of a previously-described option to
repurchase a portion of the production payment resulting from the Encogen
obligation and a reduction in the net realizable value of the deferred tax asset
in accordance with FAS 109. The Registrant realized an extraordinary post-tax
gain from the repurchase of a portion of the notes related to the FPS and
pipelines.
Revenues for the fourth quarter were $47 million, or approximately 36%
lower than the $73 million reported for the fourth quarter a year ago. Lower
revenues were primarily the result of lower average oil and natural gas prices
and lower volumes of natural gas related to the offshore shelf properties sold
in December 2000. Total expenses for the quarter, excluding loss from asset
sales and impairments, were $54 million in 2001, unchanged from 2000. A $3
million bad debt expense was offset by lower depreciation expenses related
primarily to lower overall production volumes.
Revenues for the year 2001 were $207 million, or approximately 21% lower
than the $262 million reported for 2000. Lower revenues this year were primarily
the result of lower natural gas and oil production due to the sale of the
offshore shelf properties and lower average oil prices. Total expenses for 2001,
excluding the gain from asset sales and impairments, were $193 million, compared
to $204 million for the twelve months of 2000. Lower depreciation expenses
related primarily to lower overall production volumes were partially offset by
increased exploration expense due to costs associated with the stacking of the
Arctic I rig and recognition of the net cost associated with the assignment of
the Arctic I rig contract and increased taxes other than income. Excluding the
bad debt expense recorded in the fourth quarter, general, administrative and
other expenses were down approximately 18% for the year.
At year-end, the Registrant's debt to capital ratio under its revolving
credit agreement is greater than the agreement's limit of 60% because of the
decrease in equity resulting from the above-described losses and increase in
outstanding borrowings. The lenders have agreed to amend the loan agreement to
increase the ratio to 72% and waive the covenant breach; the amendment and
waiver will expire April 30, 2002. The current revolving credit agreement
terminates June 27, 2002. If the Registrant is not able to effect a new credit
agreement or obtain additional waivers, it will be in default under the current
revolving credit agreement. The Registrant is negotiating with its lenders for a
new credit agreement with a maturity of June 2003. At present, most of the
lenders have approved the general terms of the new agreement that will require
the Registrant to provide a security interest in all of its U.S. proved reserves
and other assets.
3
The Registrant's planned capital expenditures in 2002 are approximately
$50 million. Actual capital expenditures will depend on cash flow, which, in
turn, depends principally on realized natural gas prices during the year.
(Earnings Summary Follows)
EEX CORPORATION
PRELIMINARY FINANCIAL AND OPERATING HIGHLIGHTS
(In thousands, except per share amounts)
Three Months Year Ended
Ended December 31 December 31
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(Unaudited) (Unaudited)
2001 2000 2001 2000
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INCOME STATEMENT DATA
Natural gas $ 33,456 $50,979 $ 138,573 $173,195
Oil, condensate and natural gas liquids 12,055 19,409 60,261 78,829
Cogeneration operations 1,053 2,474 6,247 8,389
Other 411 420 1,803 1,999
--------- ------- --------- --------
Total revenues 46,975 73,282 206,884 262,412
--------- ------- --------- --------
Production and operating expenses 10,739 9,810 36,697 39,212
Exploration 12,305 11,646 49,373 33,780
Depletion, depreciation and amortization 18,086 23,108 68,313 93,965
Impairment of FPS and Pipelines 82,286 --- 82,286 ---
Impairment of producing oil and gas properties 44,744 --- 44,744 12,200
Loss (Gain) on sales of property, plant and equipment 16,578 3,552 (12,263) 7,230
Cogeneration operations 794 2,167 5,254 6,960
General, administrative and other 9,282 3,984 18,739 19,538
Taxes, other than income 2,765 3,503 14,731 10,906
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Total expenses 197,579 57,770 307,874 223,791
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Operating income (loss) (150,604) 15,512 (100,990) 38,621
Interest and other - net (6,244) (8,213) (28,466) (32,139)
--------- ------- --------- --------
Income (loss) before income taxes, minority interest and
extraordinary item (156,848) 7,299 (129,456) 6,482
Income taxes (benefit) 10,837 (1,514) 20,118 1,586
--------- ------- --------- --------
Income (loss) before minority interest and extraordinary item (167,685) 8,813 (149,574) 4,896
Minority interest third party --- (1,112) --- 1,950
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Income (loss) before extraordinary item (167,685) 9,925 (149,574) 2,946
Extraordinary item - debt extinguishment gain, net of tax (3,593) --- (3,593) ---
--------- ------- --------- --------
Net income (loss) (164,092) 9,925 (145,981) 2,946
Preferred stock dividends 3,724 3,441 14,465 13,364
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Net income (loss) applicable to common shareholders $(167,816) $ 6,484 $(160,446) $(10,418)
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Net income (loss) per common share, basic and diluted
Before extraordinary item $ (4.11) $ 0.16 $ (3.94) $ (0.25)
Extraordinary item - debt extinguishment gain, net of tax 0.09 --- 0.09 ---
--------- ------- --------- --------
Per common share $ (4.02) $ 0.16 $ (3.85) $ (0.25)
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Weighted average shares outstanding 41,762 41,470 41,724 41,949
========= ======= ========= ========
CASH FLOW DATA (In thousands)
Cash flows provided by operating activities $ 27,649 $40,216 $ 74,172 $ 85,391
Capital expenditures 23,800 53,798 170,362 181,220
SALES VOLUMES
Natural gas (MMcf) 11,019 13,158 43,003 55,145
Crude Oil (MBbls) 664 675 2,530 2,726
Natural gas liquids (MBbls) 12 18 71 63
Total Volume (MMcfe) 15,078 17,316 58,608 71,881
AVERAGE SALES PRICE
Natural gas (per Mcf) $ 3.04 $ 3.87 $ 3.22 $ 3.14
Crude oil (per Bbl) 18.00 28.30 23.47 28.54
Natural gas liquids (per Bbl) 8.42 16.94 12.44 16.63
4