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8-K - 8-K - ION GEOPHYSICAL CORPa8k-q42013earnings.htm
EX-99.2 - EARNINGS PRESENTATION - ION GEOPHYSICAL CORPion4q13earningspresentat.htm




                                        
ION Reports Strong Fourth Quarter Results
Record $218.7 Million Quarterly Revenues and $64.2 Million Income from Operations
Fourth Quarter Diluted EPS of $0.12 as Reported and $0.33 as Adjusted

HOUSTON – February 12, 2014 – ION Geophysical Corporation (NYSE: IO) today reported record quarterly revenues of $218.7 million for fourth quarter 2013, an increase of 26% from revenues of $173.1 million in fourth quarter 2012. Income from operations, also a quarterly record, was $64.2 million, compared to $24.9 million in fourth quarter 2012. Fourth quarter 2013 net income was $19.8 million, or $0.12 per diluted share, compared to net income of $26.8 million, or $0.17 per diluted share, in fourth quarter 2012. Fourth quarter 2013 net income was impacted by the Company's share of restructuring and special items from its INOVA Geophysical joint venture, as well as losses incurred by the OceanGeo joint venture. Excluding the impact of the restructuring and special items, net income was $53.4 million, or $0.33 per diluted share, in fourth quarter 2013. Adjusted EBITDA increased 67% to $104.5 million, compared to $62.7 million in fourth quarter 2012. A reconciliation of Adjusted EBITDA can be found in the financial tables of this press release.
For full year 2013, ION reported a 4% increase in revenues to $549.2 million, compared to $526.3 million in 2012. Including all reserves and other adjustments taken earlier in the year, 2013 reported net income was a loss of $251.9 million, or $(1.59) per share, compared to net income of $62.0 million, or $0.39 per diluted share in 2012. Excluding restructuring and special items, 2013 full-year net income was $19.3 million, or $0.12 per diluted share. A reconciliation of the restructuring and special items can be found in the financial tables of this press release.
Brian Hanson, the Company’s President and Chief Executive Officer, commented, “We are pleased with the results we delivered in the fourth quarter. The first nine months of the year were challenging, as the first two quarters were impacted by cost overruns on a 3D marine program, and during the third quarter we experienced cautious spending by our E&P customers. However, our customers saw value in our library as our Solutions segment had a record quarter for data library sales, up 131% over fourth quarter 2012. This increase was seen across the broad portfolio of our data library, particularly in areas offshore East and West Africa, East and West India, and the Gulf of Mexico. Also, a significant portion of our fourth quarter data library sales were to new customers, a further testament to the value of our data library portfolio.





“Our data processing business had solid revenues in 2013, up 4% from 2012. This increase was driven by strong demand in Europe, the Middle East and the Gulf of Mexico, as well as continued demand for our broadband processing solution, WiBandTM, which we introduced in 2012. During 2013, we were awarded and performed a substantial amount of data processing work with a national oil company, but to date, we were not able to recognize revenues for the work as the customer contract was not signed until February 2014. Now that this contract has been executed, our first quarter 2014 results will benefit from the $14 million to $16 million of work performed during 2013.
“Our Software business experienced a year-over-year decline in revenues of 9% due to customer consolidations but finished the year strong with a record fourth quarter, which was our second best quarter ever in terms of revenues and operating income, driven by increased Orca® software and hardware sales.
“Our Systems business revenues declined 7% in 2013, primarily due to a decline in revenues associated with new positioning system sales, partially offset by an increase in repair and replacement systems. In the fourth quarter we recorded higher operating margins, as we begin to benefit from our third quarter restructuring. As a result of our restructuring efforts, we have improved operating margins in our Systems segment by approximately 8 to 10 percentage points.
“Our fourth quarter earnings were impacted by restructuring efforts within our INOVA Geophysical joint venture, as well as losses incurred as a result of our taking a larger ownership interest in OceanGeo. INOVA’s restructuring plan was initiated in the third quarter, but because we report our share of their results on a one-quarter lag basis, these charges impacted our fourth quarter results. INOVA’s restructuring has reduced their annual operating costs by approximately $12 million, and we will share in 49% of those savings.
“As we announced in late January, we have taken a 70% controlling stake in OceanGeo, our ocean bottom joint venture. Because of our increasing influence to the joint venture during the fourth quarter, we recognized 70% of OceanGeo's losses, even though our formal ownership and control did not become effective until January. Our focus remains on building a project pipeline and gaining new awards for OceanGeo beyond the Trinidad project they are currently working.
“We generated $25 million in incremental cash flow during the fourth quarter, excluding draws under our revolver. As we look to 2014, we expect progress strengthening our balance sheet as we continue to invest in key new technologies, and as we manage operations and new venture programs for cash flow generation in 2014. Industry analysts believe there will be a modest overall increase in E&P spending compared to 2013, and we expect this increase will likely occur in the back half of 2014, similar to 2013.”





FOURTH QUARTER 2013
Total revenues increased 26% to $218.7 million, compared to $173.1 million in fourth quarter 2012. Solutions and Software segment revenues increased 37% and 13%, respectively, while Systems segment revenues declined by 2%.
Solutions segment revenues increased to $166.1 million, compared to $121.1 million in fourth quarter 2012. This improved performance resulted from record quarterly data library revenues, which increased 131% from fourth quarter 2012. New venture revenues increased 9%, while data processing revenues declined 9%, compared to fourth quarter 2012. Data processing revenues were down due to approximately $6.0 million of unrecorded revenues for work performed during the fourth quarter in anticipation of the final customer contract that was executed in February 2014.
Software segment sales increased to $12.1 million from $10.7 million in fourth quarter 2012, due to increased licensing revenues and hardware sales from the Company's Orca software. Fourth quarter 2013 Software revenues were a fourth quarter record and the second highest of any quarter in the segment's history.
Systems segment sales decreased slightly to $40.5 million from $41.4 million in fourth quarter 2012. Fourth quarter 2012 included approximately $10.0 million of revenues attributed to a large DigiSTREAMERTM system sale. However, the lack of a large streamer system sale in fourth quarter 2013 was largely offset by increased revenues from traditional positioning and repair businesses as well as increased sales of land geophones.
Excluding the impact of restructuring and special items, consolidated gross margins were 47%, compared to 43% in fourth quarter 2012, and operating margins were 30%, compared to 22% in the earlier period. The increase in gross and operating margins was driven primarily by the increase in data library sales within the Solutions segment.
The Company’s equity investments as of the fourth quarter include its 49% interest in INOVA Geophysical and its interest in OceanGeo, which increased from 30% to 70% in January 2014. During the fourth quarter, the Company recognized losses on its INOVA equity investment of $19.4 million. INOVA's results were impacted by its restructuring plan initiated in the third quarter 2013. Excluding the impact of these restructuring charges, the Company's share of INOVA's third quarter results would have been a loss of $0.7 million, compared to a loss of $4.3 million for the prior year period. INOVA's improved results, excluding restructuring and special items, were due to a 62% increase in sales, primarily attributable to increased cabled systems and vibrator truck sales. Also, during fourth quarter 2013, the Company recognized losses on its OceanGeo joint venture of $12.4 million. These losses were incurred as a result of the Company taking a larger ownership position in OceanGeo and due to the Trinidad project not fully commencing operations until January 2014. See the attached financial tables for the summarized financial results of INOVA and OceanGeo.





The Company's effective tax rate for the fourth quarter was 24%, compared to 27% in fourth quarter 2012. The change in the fourth quarter effective tax rate resulted primarily from establishment of a deferred tax valuation allowance in third quarter 2013.
At December 31, 2013, the Company had $140.0 million of capacity available under its $175.0 million credit facility, and the Company’s total cash and cash equivalents were $148.1 million, for total liquidity of $288.1 million.
Adjusted EBITDA for the fourth quarter increased 67% to $104.5 million, compared to $62.7 million reported in fourth quarter 2012.
FULL YEAR 2013
Total revenues increased 4% to $549.2 million, compared to $526.3 million in 2012. Solutions segment revenues increased 10% to $387.4 million, primarily due to strong fourth quarter data library sales. Data library sales increased by 27% over the prior year, while new venture and data processing revenues increased 5% and 4%, respectively, compared to 2012. Systems segment revenues decreased by 7%, compared to 2012, primarily due to a decline in revenues associated with new positioning and streamer system sales, which was partially offset by an increase in repair and replacement systems. Software segment revenues decreased 9% due to a decline in Orca and Gator® revenues associated with customer consolidation.
Excluding the impact of restructuring and special items, consolidated gross margins decreased to 35%, compared to 41% in 2012, and operating margins were 11%, compared to 17% in 2012. The decreases in gross and operating margins were primarily due to Solutions segment cost overruns incurred during the first half of 2013 on a 3D marine program and from costs incurred on data processing work performed in 2013 for which revenue was not recognized in 2013. These decreases were partially offset by the increase in fourth quarter data library sales.
For 2013, the Company recognized losses on its INOVA equity investment of $22.5 million, or a loss of $3.7 million after adjusting for restructuring and special items, compared to earnings of $0.3 million for 2012. This decline was primarily due to the mix of product revenues between the periods, with revenues decreasing by 3%. Additionally, the Company recorded losses on its OceanGeo equity investment of $19.8 million.
Including the restructuring and special items, the Company reported a 2013 net loss of $251.9 million, or $(1.59) per share. Excluding the restructuring and special items, the Company reported 2013 net income of $19.3 million, or $0.12 per diluted share, compared to net income of $62.0 million, or $0.39 per diluted share, in 2012.





OUTLOOK
Greg Heinlein, the Company's Chief Financial Officer, commented, “We had a strong finish in 2013, with every part of our business contributing. Our data library continues to focus on the right places of the world where exploration spending is occurring. While not always consistent, we believe this quarter demonstrates that we remain well positioned for future licensing rounds. We continue to be very customer-focused, supporting over 15 new customers this quarter, as well as assisting large national oil companies as they secure final signatures and funding for the next round of contracts. Our outlook for 2014 remains cautious until we see clarity in E&P spending between exploration and production. However, we continue to manage the business with some of the best people in the industry with an eye on driving shareholder value and increased cash generation during 2014."
CONFERENCE CALL
The Company has scheduled a conference call for Thursday, February 13, 2014, at 10:00 a.m. Eastern Time that will include a slide presentation to be posted in the Investor Relations section of the ION website by 9:00 a.m. Eastern Time. To participate in the conference call, dial (800) 762-8908 at least 10 minutes before the call begins and ask for the ION conference call. A replay of the call will be available approximately two hours after the live broadcast ends and will be accessible until February 27, 2014. To access the replay, dial (800) 406-7325 and use pass code 4665602#.
Investors, analysts and the general public will also have the opportunity to listen to the conference call live over the Internet by visiting www.iongeo.com. An archive of the webcast will be available shortly after the call on the Company’s website.

About ION
ION Geophysical Corporation is a leading provider of geophysical technology, services, and solutions for the global oil & gas industry. ION’s offerings are designed to allow E&P companies to obtain higher resolution images of the subsurface to reduce the risk of exploration and reservoir development, and to enable seismic contractors to acquire geophysical data safely and efficiently. Additional information about ION is available at www.iongeo.com.

Contact
Greg Heinlein
Senior Vice President and Chief Financial Officer
+1.281.552.3011







The information included herein contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements may include statements of future sales, earnings and market growth, timing of sales, future liquidity and cash levels, future estimated revenues and earnings, sales expected to result from backlog, benefits expected to result from the INOVA Geophysical and OceanGeo joint ventures and related transactions, expected outcome of litigation and other statements that are not of historical fact. Actual results may vary materially from those described in these forward-looking statements. All forward-looking statements reflect numerous assumptions and involve a number of risks and uncertainties. These risks and uncertainties include risks associated with litigation, including the risk that an unfavorable judgment in the lawsuit brought by WesternGeco could have a materially adverse effect on our financial results and liquidity; the timing and development of the Company’s products and services and market acceptance of the Company’s new and revised product offerings; the operation of the INOVA Geophysical and OceanGeo joint ventures; the Company’s level and terms of indebtedness; competitors’ product offerings and pricing pressures resulting therefrom; the relatively small number of customers that the Company currently relies upon; the fact that a significant portion of the Company’s revenues is derived from foreign sales; that sources of capital may not prove adequate; the Company’s inability to produce products to preserve and increase market share; collection of receivables; and technological and marketplace changes affecting the Company’s product lines. Additional risk factors, which could affect actual results, are disclosed by the Company from time to time in its filings with the Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2012 and its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed during 2013.

Tables to follow






ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited) 

 
Three Months Ended December 31,
 
Twelve Months Ended December 31,
 
2013
 
2012
 
2013
 
2012
Service revenues
$
167,086

 
$
122,082

 
$
391,317

 
$
354,583

Product revenues
51,591

 
50,988

 
157,850

 
171,734

Total net revenues
218,677

 
173,070

 
549,167

 
526,317

Cost of services
89,014

 
69,432

 
277,508

 
219,324

Cost of products
26,821

 
30,894

 
112,346

 
91,192

Gross profit
102,842

 
72,744

 
159,313

 
215,801

Operating expenses:
 
 
 
 
 
 
 
Research, development and engineering
9,077

 
8,544

 
37,742

 
34,080

Marketing and sales
13,219

 
11,078

 
38,583

 
35,240

General, administrative and other operating expenses
16,315

 
28,259

 
66,592

 
71,954

Total operating expenses
38,611

 
47,881

 
142,917

 
141,274

Income from operations
64,231

 
24,863

 
16,396

 
74,527

Interest expense, net
(4,241
)
 
(1,146
)
 
(12,344
)
 
(5,265
)
Equity in earnings (losses) of investments
(31,906
)
 
(4,264
)
 
(42,320
)
 
297

Other income (expense)
(2,138
)
 
17,851

 
(182,530
)
 
17,124

Income (loss) before income taxes
25,946

 
37,304

 
(220,798
)
 
86,683

Income tax expense
6,270

 
10,191

 
25,720

 
23,857

Net income (loss)
19,676

 
27,113

 
(246,518
)
 
62,826

Net loss attributable to noncontrolling interests
143

 
53

 
658

 
489

Net income (loss) attributable to ION
19,819

 
27,166

 
(245,860
)
 
63,315

Preferred stock dividends

 
338

 
1,014

 
1,352

Conversion payment of preferred stock

 

 
5,000

 

Net income (loss) applicable to common shares
$
19,819

 
$
26,828

 
$
(251,874
)
 
$
61,963

Net income (loss) per share:
 
 
 
 
 
 
 
Basic
$
0.12

 
$
0.17

 
$
(1.59
)
 
$
0.40

Diluted
$
0.12

 
$
0.17

 
$
(1.59
)
 
$
0.39

Weighted average number of common shares outstanding:
 
 
 
 
 
 
 
Basic
163,445

 
156,107

 
158,506

 
155,801

Diluted
163,772

 
163,016

 
158,506

 
162,765






ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited) 
 
December 31,
 
2013
 
2012
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
148,056

 
$
60,971

Accounts receivable, net
149,448

 
127,136

Unbilled receivables
49,468

 
89,784

Inventories
57,173

 
70,675

Prepaid expenses and other current assets
28,501

 
25,605

Total current assets
432,646

 
374,171

Deferred income tax asset

 
28,414

Property, plant, equipment and seismic rental equipment, net
46,684

 
33,772

Multi-client data library, net
238,784

 
230,315

Equity method investments
53,865

 
73,925

Goodwill
55,876

 
55,349

Intangible assets, net
11,247

 
14,841

Other assets
14,648

 
9,796

Total assets
$
853,750

 
$
820,583

 
 
 
 
LIABILITIES AND EQUITY
 
 
 
Current liabilities:
 
 
 
Current maturities of long-term debt
$
5,906

 
$
3,496

Accounts payable
22,654

 
28,688

Accrued expenses
73,437

 
124,095

Accrued multi-client data library royalties
46,460

 
26,300

Deferred revenue
20,682

 
26,899

Total current liabilities
169,139

 
209,478

Long-term debt, net of current maturities
214,246

 
101,832

Other long-term liabilities
210,602

 
8,131

Total liabilities
593,987

 
319,441

Redeemable noncontrolling interests
1,878

 
2,123

Stockholders’ equity:
 
 
 
Cumulative convertible preferred stock

 
27,000

Common stock
1,637

 
1,564

Additional paid-in capital
879,969

 
848,669

Accumulated deficit
(606,157
)
 
(360,297
)
Accumulated other comprehensive loss
(11,138
)
 
(11,886
)
Treasury stock
(6,565
)
 
(6,565
)
Total stockholders’ equity
257,746

 
498,485

Noncontrolling interests
139

 
534

Total equity
257,885

 
499,019

Total liabilities and equity
$
853,750

 
$
820,583






ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
Years Ended December 31,
 
2013
 
2012
Cash flows from operating activities:
 
 
 
Net income (loss)
$
(246,518
)
 
$
62,826

Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
Depreciation and amortization (other than multi-client library)
18,158

 
16,202

Amortization of multi-client data library
86,716

 
89,080

Stock-based compensation expense
7,476

 
6,598

Equity in (earnings) losses of investments
42,320

 
(297
)
Gain on sale of cost method investment
(3,591
)
 

Accrual for loss contingency related to legal proceedings
183,327

 
10,000

Write-down of multi-client data library projects
5,461

 

Write-down of receivables from OceanGeo
9,157

 

Write-down of excess and obsolete inventory
21,197

 
1,326

Write-down of marine equipment

 
5,928

Write-down of investments

 
556

Deferred income taxes
4,844

 
3,686

Excess tax benefit from stock-based compensation
(276
)
 
(193
)
Change in operating assets and liabilities:
 
 
 
Accounts receivable
(27,571
)
 
4,006

Unbilled receivables
40,211

 
(64,156
)
Inventories
(8,906
)
 
(7,039
)
Accounts payable, accrued expenses and accrued royalties
8,482

 
61,873

Deferred revenue
(6,253
)
 
(6,957
)
Other assets and liabilities
13,353

 
(14,358
)
Net cash provided by operating activities
147,587

 
169,081

Cash flows from investing activities:
 
 
 
Investment in multi-client data library
(114,582
)
 
(145,627
)
Purchase of property, plant, equipment and seismic rental equipment
(16,914
)
 
(16,650
)
Net advances to INOVA Geophysical
(5,000
)
 

Investment in and advances to OceanGeo B.V. (formerly named GeoRXT B.V.)
(24,755
)
 

Proceeds from sale of a cost method investment
4,150

 

Maturity (net purchases) of short-term investments

 
20,000

Investment in convertible notes
(2,000
)
 
(2,000
)
Other investing activities
128

 

Net cash used in investing activities
(158,973
)
 
(144,277
)
Cash flows from financing activities:
 
 
 
Proceeds from issuance of notes
175,000

 

Payments under revolving line of credit
(97,250
)
 
(51,000
)
Borrowings under revolving line of credit
35,000

 
148,250

Payments on notes payable and long-term debt
(4,361
)
 
(101,702
)
Cost associated with issuance of notes
(6,773
)
 

Payment of preferred dividends
(1,014
)
 
(1,352
)
Conversion payment of preferred stock
(5,000
)
 

Proceeds from employee stock purchases and exercise of stock options
2,527

 
807

Excess tax benefit from stock-based compensation
276

 
193

Contribution from noncontrolling interests

 
212

Other financing activities
297

 
(1,862
)
Net cash provided by (used in) financing activities
98,702

 
(6,454
)
Effect of change in foreign currency exchange rates on cash and cash equivalents
(231
)
 
219

Net increase (decrease) in cash and cash equivalents
87,085

 
18,569

Cash and cash equivalents at beginning of period
60,971

 
42,402

Cash and cash equivalents at end of period
$
148,056

 
$
60,971






Reconciliation of Restructuring and Special Items to Diluted Earnings per Share
(Non-GAAP Measure)
(In thousands, except per share data)
(Unaudited)
The financial results are reported in accordance with GAAP. However, management believes that certain non-GAAP performance measures may provide users of this financial information additional meaningful comparisons between current results and results in prior operating periods. One such non-GAAP financial measure is income from operations or net income (loss) excluding certain charges or amounts. This adjusted income amount is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for income from operations, net income (loss) or other income data prepared in accordance with GAAP. See the table below for supplemental financial data and the corresponding reconciliation to GAAP financials for the three and twelve months ended December 31, 2013:
 
Three Months Ended December 31, 2013
 
 
 
Restructuring and Special Items by Segment
 
 
 
As Reported
 
Systems(1)
 
Corporate and Other
 
As Adjusted
Net revenues
$
218,677

 
$

 
$

 
$
218,677

Cost of sales
115,835

 
(608
)
 

 
115,227

Gross profit
102,842

 
608

 

 
103,450

Operating expenses
38,611

 
(146
)
 

 
38,465

Income from operations
64,231

 
754

 

 
64,985

Operating margin
29
%
 
 
 
 
 
30
%
Interest expense, net
(4,241
)
 

 

 
(4,241
)
Equity in losses of investments
(31,906
)
 

 
31,238

(2) 
(668
)
Other expense, net
(2,138
)
 

 
1,551

(3) 
(587
)
Income tax expense
6,270

 

 

 
6,270

Net income
19,676

 
754

 
32,789

 
53,219

Net loss attributable to noncontrolling interest
143

 

 

 
143

Net income applicable to common shares
$
19,819

 
$
754

 
$
32,789

 
$
53,362

Net income per share:
 
 
 
 
 
 
 
Basic
$
0.12

 
 
 
 
 
$
0.33

Diluted
$
0.12

 
 
 
 
 
$
0.33

Weighted average number of common shares outstanding:
 
 
 
 
 
 
 
Basic
163,445

 
 
 
 
 
163,445

Diluted
163,772

 
 
 
 
 
163,772

 
 
 
 
 
(1)
Represents restructuring charges related to the Systems segment vacating certain leased facilities in the fourth quarter.
 
 
(2)
$18.8 million represents ION's 49% share of restructuring charges within the INOVA joint venture, associated with the impairment of intangible assets, write-down of excess and obsolete inventory and rental equipment, and severance-related charges and $12.4 million represents losses incurred as a result of ION taking a larger ownership position in OceanGeo.
 
 
(3)
Represents additional accrued interest related to the WesternGeco legal contingency.
 
 
 
 






 
Twelve Months Ended December 31, 2013
 
 
 
Restructuring and Special Items by Segment
 
 
 
As Reported
 
Systems(a)
 
Solutions(b)
 
Corporate and Other
 
As Adjusted
Net revenues
$
549,167

 
$

 
$

 
$

 
$
549,167

Cost of sales
389,854

 
(25,688
)
 
(5,461
)
 

 
358,705

Gross profit
159,313

 
25,688

 
5,461

 

 
190,462

Operating expenses
142,917

 
(2,362
)
 

 
(9,157
)
(c) 
131,398

Income from operations
16,396

 
28,050

 
5,461

 
9,157

 
59,064

Operating margin
3
%
 
 
 
 
 
 
 
11
%
Interest expense, net
(12,344
)
 

 

 

 
(12,344
)
Equity in losses of investments
(42,320
)
 

 

 
31,238

(d) 
(11,082
)
Other income (expense), net
(182,530
)
 

 

 
184,491

(e) 
1,961

Income tax expense
25,720

 

 

 
(7,811
)
(f) 
17,909

Net income (loss)
(246,518
)
 
28,050

 
5,461

 
232,697

 
19,690

Net loss attributable to noncontrolling interest
658

 

 

 

 
658

Net income (loss) attributable to ION
(245,860
)
 
28,050

 
5,461

 
232,697

 
20,348

Preferred stock dividends
6,014

 

 

 
(5,000
)
(g) 
1,014

Net income (loss) applicable to common shares
$
(251,874
)
 
$
28,050

 
$
5,461

 
$
237,697

 
$
19,334

Net income (loss) per share:
 
 
 
 
 
 
 
 
 
Basic
$
(1.59
)
 
 
 
 
 
 
 
$
0.12

Diluted
$
(1.59
)
 
 
 
 
 
 
 
$
0.12

Weighted average number of common shares outstanding:
 
 
 
 
 
 
 
 
 
Basic
158,506

 
 
 
 
 
 
 
158,506

Diluted
158,506

 
 
 
 
 
 
 
159,117

 
 
 
 
 
(a)
Represents excess and obsolete inventory write-downs and severance-related charges as a result of a restructuring of the Systems segment.
 
 
(b)
Represents the partial write-down of a multi-client data library program.
 
 
(c)
Represents the write-down of the carrying value of all receivables due from OceanGeo at September 30, 2013.
 
 
(d)
$18.8 million represents ION's 49% share of restructuring charges within the INOVA joint venture, associated with the impairment of intangible assets, write-down of excess and obsolete inventory and rental equipment, and severance-related charges and $12.4 million represents losses incurred as a result of ION taking a larger ownership position in OceanGeo.
 
 
(e)
Primarily represents the loss contingency accrual related to the WesternGeco legal matter.
 
 
(f)
Represents a charge to income tax expense related to the Company establishing a valuation allowance on its net deferred tax assets.
 
 
 
 
 
(g)
Represents a payment related to the conversion of ION preferred stock into ION common shares.
 
 
 
 
 
 
 






ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES
SUMMARY OF SEGMENT INFORMATION
(In thousands)
(Unaudited)
 
Three Months Ended December 31,
 
Twelve Months Ended December 31,
 
2013
 
2012
 
2013
 
2012
Net revenues:
 
 
 
 
 
 
 
Solutions:
 
 
 
 
 
 
 
New Venture
$
60,948

 
$
55,991

 
$
154,578

 
$
147,346

Data Library
75,845

 
32,826

 
111,998

 
88,085

Total multi-client revenues
136,793

 
88,817

 
266,576

 
235,431

Data Processing
29,355

 
32,233

 
120,808

 
115,834

Total
$
166,148

 
$
121,050

 
$
387,384

 
$
351,265

Systems:
 
 
 
 
 
 
 
Towed Streamer
$
25,530

 
$
30,709

 
$
66,991

 
$
77,769

Ocean Bottom

 
1,719

 
7,307

 
14,823

Other
14,940

 
8,929

 
48,134

 
39,404

Total
$
40,470

 
$
41,357

 
$
122,432

 
$
131,996

Software:
 
 
 
 
 
 
 
Software Systems
$
11,121

 
$
9,631

 
$
35,418

 
$
39,738

Services
938

 
1,032

 
3,933

 
3,318

Total
$
12,059

 
$
10,663

 
$
39,351

 
$
43,056

Total
$
218,677

 
$
173,070

 
$
549,167

 
$
526,317

 
Three Months Ended December 31, 2013
 
Three Months Ended December 31, 2012
 
As Reported
 
Special Items(1)
 
As Adjusted
 
As Reported
 
Special Items(2)
 
As Adjusted
Gross profit:
 
 
 
 
 
 
 
 
 
 
 
Solutions
$
77,508

 
$

 
$
77,508

 
$
51,919

 
$

 
$
51,919

Systems
16,804

 
608

 
17,412

 
13,013

 
1,280

 
14,293

Software
8,530

 

 
8,530

 
7,812

 

 
7,812

Total
$
102,842

 
$
608

 
$
103,450

 
$
72,744

 
$
1,280

 
$
74,024

Gross margin:
 
 
 
 
 
 
 
 
 
 
 
Solutions
47
 %
 
%
 
47
 %
 
43
 %
 
%
 
43
 %
Systems
42
 %
 
1
%
 
43
 %
 
31
 %
 
4
%
 
35
 %
Software
71
 %
 
%
 
71
 %
 
73
 %
 
%
 
73
 %
Total
47
 %
 
%
 
47
 %
 
42
 %
 
1
%
 
43
 %
Income from operations:
 
 
 
 
 
 
 
 
 
 
 
Solutions
$
60,931

 
$

 
$
60,931

 
$
39,208

 
$

 
$
39,208

Systems
11,215

 
754

 
11,969

 
(5,938
)
 
12,848

 
6,910

Software
7,206

 

 
7,206

 
6,582

 

 
6,582

Corporate and other
(15,121
)
 

 
(15,121
)
 
(14,989
)
 

 
(14,989
)
Total
$
64,231

 
$
754

 
$
64,985

 
$
24,863

 
$
12,848

 
$
37,711

Operating margin:
 
 
 
 
 
 
 
 
 
 
 
Solutions
37
 %
 
%
 
37
 %
 
32
 %
 
%
 
32
 %
Systems
28
 %
 
2
%
 
30
 %
 
(14
)%
 
31
%
 
17
 %
Software
60
 %
 
%
 
60
 %
 
62
 %
 
%
 
62
 %
Corporate and other
(7
)%
 
%
 
(7
)%
 
(9
)%
 
%
 
(9
)%
Total
29
 %
 
1
%
 
30
 %
 
14
 %
 
8
%
 
22
 %





 
Twelve Months Ended December 31, 2013
 
Twelve Months Ended December 31, 2012
 
As Reported
 
Special Items(1)
 
As Adjusted
 
As Reported
 
Special Items(2)
 
As Adjusted
Gross profit:
 
 
 
 
 
 
 
 
 
 
 
Solutions
$
111,108

 
$
5,461

 
$
116,569

 
$
132,950

 
$

 
$
132,950

Systems
19,999

 
25,688

 
45,687

 
50,790

 
1,280

 
52,070

Software
28,206

 

 
28,206

 
32,061

 

 
32,061

Total
$
159,313

 
$
31,149

 
$
190,462

 
$
215,801

 
$
1,280

 
$
217,081

Gross margin:
 
 
 
 
 
 
 
 
 
 
 
Solutions
29
 %
 
1
%
 
30
 %
 
38
 %
 
%
 
38
 %
Systems
16
 %
 
21
%
 
37
 %
 
38
 %
 
1
%
 
39
 %
Software
72
 %
 
%
 
72
 %
 
74
 %
 
%
 
74
 %
Total
29
 %
 
6
%
 
35
 %
 
41
 %
 
%
 
41
 %
Income from operations:
 
 
 
 
 
 
 
 
 
 
 
Solutions
$
61,146

 
$
5,461

 
$
66,607

 
$
88,589

 
$

 
$
88,589

Systems
(9,957
)
 
28,050

 
18,093

 
10,132

 
12,848

 
22,980

Software
23,602

 

 
23,602

 
28,129

 

 
28,129

Corporate and other
(58,395
)
 
9,157

 
(49,238
)
 
(52,323
)
 

 
(52,323
)
Total
$
16,396

 
$
42,668

 
$
59,064

 
$
74,527

 
$
12,848

 
$
87,375

Operating margin:
 
 
 
 
 
 
 
 
 
 
 
Solutions
16
 %
 
1
%
 
17
 %
 
25
 %
 
%
 
25
 %
Systems
(8
)%
 
23
%
 
15
 %
 
8
 %
 
9
%
 
17
 %
Software
60
 %
 
%
 
60
 %
 
65
 %
 
%
 
65
 %
Corporate and other
(11
)%
 
2
%
 
(9
)%
 
(10
)%
 
%
 
(10
)%
Total
3
 %
 
8
%
 
11
 %
 
14
 %
 
3
%
 
17
 %
 
 
 
 
 
(1)
See the tables titled 'Reconciliation of Restructuring and Special Items to Diluted Earnings per Share' for descriptions of these restructuring and special items for three and twelve months ended December 31, 2013.
 
 
 
 
 
(2)
Represents the write-down of excess and obsolete inventory, marine equipment and receivables within the Systems segment in 2012 as highlighted in the prior year earnings release.
 
 
 
 
 





INOVA GEOPHYSICAL EQUIPMENT LIMITED
SUMMARIZED FINANCIAL HIGHLIGHTS
(In thousands)
(Unaudited)
The Company accounts for its 49% interest in INOVA Geophysical as an equity method investment and records its share of earnings and losses of INOVA Geophysical on a one fiscal quarter lag basis. The following table reflects the summarized financial information for INOVA Geophysical for the three months ended September 30, 2013 and 2012 and the twelve-month periods from October 1 to September 30, 2013 and 2012:
 
Three Months Ended September 30,
 
Period from October 1
through September 30,
 
2013
 
2012
 
2013
 
2012
Net revenues
$
40,672

 
$
25,112

 
$
183,619

 
$
188,336

Gross profit (loss)
$
(28,366
)
(1) 
$
(442
)
 
$
(1,988
)
(1) 
$
39,320

Income (loss) from operations
$
(37,360
)
 
$
(8,149
)
 
$
(44,463
)
 
$
3,241

Net income (loss)
$
(38,972
)
(1) 
$
(8,720
)
 
$
(46,149
)
(1) 
$
2,197

 
 
 
 
 
(1)
Impacting INOVA's gross profit (loss) for the three months ended September 30, 2013, is $36.5 million of restructuring and special items associated with the impairment of intangible assets, write-down of excess and obsolete inventory and rental equipment, and severance-related charges. In addition to the restructuring and special items impacting gross profit, net income (loss) was also impacted by $1.8 million of other restructuring and special items.
 
 
 
 





OCEANGEO B.V.
SUMMARIZED FINANCIAL HIGHLIGHTS
(In thousands)
(Unaudited)
The Company accounts for its interest in OceanGeo B.V. ("OceanGeo") (formerly named GeoRXT B.V.) as an equity method investment and records its share of earnings and losses of OceanGeo on a current basis. In January 2014, the Company increased its interest in OceanGeo from 30% to 70% and will begin to consolidated OceanGeo in first quarter 2014. The following table reflects the summarized financial information for OceanGeo for the three months ended December 31, 2013 and the period from March 1, 2013 to December 31, 2013:
 
Three Months Ended December 31, 2013
 
Period from March 1 to December 31, 2013
Net revenues(2)
$

 
$
19,668

Gross profit (loss)
$
(11,680
)
 
$
(22,918
)
Income (loss) from operations
$
(16,834
)
 
$
(40,443
)
Net income (loss)
$
(17,794
)
 
$
(42,391
)
 
 
 
 
 
(2)
During the three months ended December 31, 2013, OceanGeo vessels and crew remained idle. OceanGeo was awarded a 4-5 month, 510 square km ocean bottom 3D seismic survey offshore Trinidad, and the company began acquisition on the project in late December 2013.
 
 
 
 





Reconciliation of Adjusted EBITDA to Net Income (Loss)
(Non-GAAP Measure)
(In thousands)
(Unaudited)
The term Adjusted EBITDA represents net income (loss) before interest expense, interest income, income taxes, depreciation and amortization and other similar non-cash charges including, without limitation, equity in (earnings) losses of investments and accrual for loss contingency related to legal proceedings. Adjusted EBITDA is not a measure of financial performance under generally accepted accounting principles and should not be considered in isolation from or as a substitute for net income (loss) or cash flow measures prepared in accordance with generally accepted accounting principles or as a measure of profitability or liquidity. Additionally, Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. The Company has included Adjusted EBITDA as a supplemental disclosure because its management believes that Adjusted EBITDA provides useful information regarding our ability to service debt and to fund capital expenditures and provides investors a helpful measure for comparing its operating performance with the performance of other companies that have different financing and capital structures or tax rates.
 
Three Months Ended December 31,
 
Twelve Months Ended December 31,
 
2013
 
2012
 
2013
 
2012
Net income (loss)
$
19,676

 
$
27,113

 
$
(246,518
)
 
$
62,826

Interest expense, net
4,241

 
1,146

 
12,344

 
5,265

Income tax expense
6,270

 
10,191

 
25,720

 
23,857

Depreciation and amortization expense
40,836

 
26,839

 
104,874

 
105,282

Equity in (earnings) losses of INOVA Geophysical
31,906

 
4,264

 
42,320

 
(297
)
Accrual for loss contingency related to legal proceedings
1,551

 

 
183,327

 

Write-down of multi-client data library

 

 
5,461

 

Write-down of receivables from OceanGeo

 

 
9,157

 

Write-down of excess and obsolete inventory

 

 
21,197

 

Gain on legal settlement

 
(19,000
)
 

 
(19,000
)
Write-down of seismic rental assets

 
5,928

 

 
5,928

Write-down of bad debt

 
5,640

 

 
5,640

Write-down of investments

 
556

 

 
556

Adjusted EBITDA
$
104,480

 
$
62,677

 
$
157,882

 
$
190,057