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EX-32.1 - EXHIBIT 32.1 - ION GEOPHYSICAL CORPex321ceosec906cert03312016.htm
EX-32.2 - EXHIBIT 32.2 - ION GEOPHYSICAL CORPex322cfosec906cert03312016.htm
EX-31.2 - EXHIBIT 31.2 - ION GEOPHYSICAL CORPex312cfosec302cert03312016.htm
EX-31.1 - EXHIBIT 31.1 - ION GEOPHYSICAL CORPex311ceosec302cert03312016.htm
    

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 10-Q
 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2016
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 1-12691
ION GEOPHYSICAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
 
22-2286646
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)
2105 CityWest Blvd.
 
 
Suite 400
 
 
Houston, Texas
 
77042-2839
(Address of principal executive offices)
 
(Zip Code)
REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (281) 933-3339
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): 
Large accelerated filer
 
o
 
Accelerated filer
ý
 
 
 
 
 
 
Non-accelerated filer
 
o  (Do not check if a smaller reporting company)
 
Smaller reporting company
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨    No  ý
At May 4, 2016, there were 12,026,358 shares of common stock, par value $0.01 per share, outstanding.


1

    

ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS FOR FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2016
 
 
PAGE
PART I. Financial Information
 
Item 1. Financial Statements
 
Condensed Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014
Condensed Consolidated Statements of Operations for the three months ended March 31, 2016 and 2015
Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2016 and 2015
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014
Footnotes to Unaudited Condensed Consolidated Financial Statements
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Item 4. Controls and Procedures
 
 
PART II. Other Information
 
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 5. Other Information
Item 6. Exhibits

2

    

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
 
March 31, 2016
 
December 31, 2015
 
(In thousands, except share data)
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
76,670

 
$
84,933

Accounts receivable, net
15,057

 
44,365

Unbilled receivables
17,730

 
19,937

Inventories
33,071

 
32,721

Prepaid expenses and other current assets
13,724

 
14,807

Total current assets
156,252

 
196,763

Property, plant, equipment and seismic rental equipment, net
65,785

 
72,027

Multi-client data library, net
123,581

 
132,237

Goodwill
25,595

 
26,274

Intangible assets, net
4,381

 
4,810

Other assets
3,029

 
2,977

Total assets
$
378,623

 
$
435,088

LIABILITIES AND EQUITY
 
 
 
Current liabilities:
 
 
 
Current maturities of long-term debt
$
32,933

 
$
7,912

Accounts payable
20,907

 
29,799

Accrued expenses
29,001

 
34,287

Accrued multi-client data library royalties
21,790

 
25,045

Deferred revenue
6,021

 
6,560

Total current liabilities
110,652

 
103,603

Long-term debt, net of current maturities
148,410

 
175,080

Other long-term liabilities
44,215

 
44,365

Total liabilities
303,277

 
323,048

Equity:
 
 
 
Common stock, $0.01 par value; authorized 26,666,667 shares; outstanding 10,580,058 and 10,702,689 shares at March 31, 2016 and December 31, 2015, respectively, net of treasury stock
106

 
107

Additional paid-in capital
895,481

 
894,715

Accumulated deficit
(794,545
)
 
(759,531
)
Accumulated other comprehensive loss
(16,243
)
 
(14,781
)
Treasury stock, at cost, 508,427 and 353,124 shares at March 31, 2016 and December 31, 2015 respectively
(9,515
)
 
(8,551
)
Total stockholders’ equity
75,284

 
111,959

Noncontrolling interest
62

 
81

Total equity
75,346

 
112,040

Total liabilities and equity
$
378,623

 
$
435,088

See accompanying Footnotes to Unaudited Condensed Consolidated Financial Statements.

3

    

ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
 
Three Months Ended March 31,
 
 
2016
 
2015
 
 
(In thousands, except per share data)
Service revenues
$
13,156

 
$
20,080

 
Product revenues
9,509

 
20,498

 
Total net revenues
22,665

 
40,578

 
Cost of services
25,837

 
45,534

 
Cost of products
5,758

 
10,832

 
Gross loss
(8,930
)
 
(15,788
)
 
Operating expenses:
 
 
 
 
Research, development and engineering
5,609

 
7,720

 
Marketing and sales
4,010

 
7,833

 
General, administrative and other operating expenses
11,580

 
15,348

 
Total operating expenses
21,199

 
30,901

 
Loss from operations
(30,129
)
 
(46,689
)
 
Interest expense, net
(4,734
)
 
(4,625
)
 
Other income (expense), net
120

 
(3,219
)
 
Loss before income taxes
(34,743
)
 
(54,533
)
 
Income tax expense
293

 
983

 
Net loss
(35,036
)
 
(55,516
)
 
Net loss attributable to noncontrolling interests
22

 
252

 
Net loss attributable to ION
$
(35,014
)
 
$
(55,264
)
 
Net loss per share:
 
 
 
 
Basic
$
(3.30
)
 
$
(5.04
)
 
Diluted
$
(3.30
)
 
$
(5.04
)
 
Weighted average number of common shares outstanding:
 
 
 
 
Basic
10,600

 
10,971

 
Diluted
10,600

 
10,971

 

See accompanying Footnotes to Unaudited Condensed Consolidated Financial Statements.



4

    

ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(UNAUDITED)
 
Three Months Ended March 31,
 
2016
 
2015
 
(In thousands)
Net loss
$
(35,036
)
 
$
(55,516
)
Other comprehensive loss, net of taxes, as appropriate:
 
 
 
Foreign currency translation adjustments
(1,462
)
 
(1,345
)
Total other comprehensive loss, net of taxes
(1,462
)
 
(1,345
)
Comprehensive net loss
(36,498
)
 
(56,861
)
Comprehensive loss attributable to noncontrolling interest
22

 
252

Comprehensive net loss attributable to ION
$
(36,476
)
 
$
(56,609
)

See accompanying Footnotes to Unaudited Condensed Consolidated Financial Statements.


5

    

ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
Three Months Ended March 31,
 
2016
 
2015
 
(In thousands)
Cash flows from operating activities:
 
 
 
Net loss
$
(35,036
)
 
$
(55,516
)
Adjustments to reconcile net loss to cash provided by (used in) operating activities:
 
 
 
Depreciation and amortization (other than multi-client data library)
5,672

 
6,525

Amortization of multi-client data library
7,139

 
5,289

Stock-based compensation expense
743

 
1,480

Deferred income taxes
54

 
(12
)
Change in operating assets and liabilities:
 
 
 
Accounts receivable
29,211

 
74,388

Unbilled receivables
2,212

 
(1,523
)
Inventories
350

 
(468
)
Accounts payable, accrued expenses and accrued royalties
(10,558
)
 
(39,144
)
Deferred revenue
(527
)
 
3,137

Other assets and liabilities
3,219

 
(862
)
Net cash provided by (used in) operating activities
2,479

 
(6,706
)
Cash flows from investing activities:
 
 
 
Cash invested in multi-client data library
(6,327
)
 
(9,088
)
Purchase of property, plant, equipment and seismic rental assets
(266
)
 
(11,994
)
Other investing activities

 
257

Net cash used in investing activities
(6,593
)
 
(20,825
)
Cash flows from financing activities:
 
 
 
Repurchase of common stock
(964
)
 

Payments on notes payable and long-term debt
(2,212
)
 
(2,066
)
Costs associated with issuance of debt
(1,315
)
 

Other financing activities
13

 
31

Net cash used in financing activities
(4,478
)
 
(2,035
)
Effect of change in foreign currency exchange rates on cash and cash equivalents
329

 
396

Net decrease in cash and cash equivalents
(8,263
)
 
(29,170
)
Cash and cash equivalents at beginning of period
84,933

 
173,608

Cash and cash equivalents at end of period
$
76,670

 
$
144,438

See accompanying Footnotes to Unaudited Condensed Consolidated Financial Statements.


6

    

ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES
FOOTNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1)    Basis of Presentation
The condensed consolidated balance sheet of ION Geophysical Corporation and its subsidiaries (collectively referred to as the “Company” or “ION,” unless the context otherwise requires) at December 31, 2015 has been derived from the Company’s audited consolidated financial statements at that date. The condensed consolidated balance sheet at March 31, 2016, and the condensed consolidated statements of operations, comprehensive loss and cash flows for the three months ended March 31, 2016 and 2015, are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the operating results for a full year or of future operations.
These condensed consolidated financial statements have been prepared using accounting principles generally accepted in the United States for interim financial information and the instructions to Form 10-Q and applicable rules of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in annual financial statements presented in accordance with accounting principles generally accepted in the United States have been omitted. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.
(2)    Segment Information
The Company operates through four business segments – Solutions, Systems, Software and Ocean Bottom Services. The Company measures segment operating results based on income (loss) from operations. In addition, the Company has an equity ownership interest in its INOVA Geophysical joint venture. As of December 31, 2014, the Company wrote down its investment in INOVA Geophysical to zero and has suspended recording its share of losses in the joint venture. If at a future date, the Company’s cumulative share of earnings during the period of suspension becomes greater than its share of losses during the same period, the Company will begin to record its share of earnings in the joint venture as long as its net equity method investment remains greater than zero.
The following table is a summary of segment information (in thousands):
 
Three Months Ended March 31,
 
2016
 
2015
Net revenues:
 
 
 
Solutions:
 
 
 
New Venture
$
3,306

 
$
5,029

Data Library
4,272

 
2,137

Total multi-client revenues
7,578

 
7,166

Data Processing
5,440

 
11,833

Total
$
13,018

 
$
18,999

Systems:
 
 
 
Towed Streamer
$
2,457

 
$
5,165

Other
2,902

 
7,604

Total
$
5,359

 
$
12,769

Software:
 
 
 
Software Systems
$
4,150

 
$
7,729

Services
138

 
1,081

Total
$
4,288

 
$
8,810

Ocean Bottom Services
$

 
$

Total
$
22,665

 
$
40,578


7

    

 
Three Months Ended March 31,
 
2016
 
2015
Gross profit (loss):


 
Solutions
$
(9,773
)
 
$
(10,392
)
Systems
1,363

 
4,559

Software
2,526

 
5,590

Ocean Bottom Services
(3,046
)
 
(15,545
)
Total
$
(8,930
)
 
$
(15,788
)
Gross margin:
 
 
 
Solutions
(75
)%
 
(55
)%
Systems
25
 %
 
36
 %
Software
59
 %
 
63
 %
Ocean Bottom Services
 %
 
 %
Total
(39
)%
 
(39
)%
Income (loss) from operations:
 
 
 
Solutions
$
(15,477
)
 
$
(21,778
)
Systems
(2,509
)
 
1,014

Software
996

 
3,335

Ocean Bottom Services
(4,214
)
 
(17,559
)
Corporate and other
(8,925
)
 
(11,701
)
Loss from operations
(30,129
)
 
(46,689
)
Interest expense, net
(4,734
)
 
(4,625
)
Other income (expense), net
120

 
(3,219
)
Loss before income taxes
$
(34,743
)
 
$
(54,533
)
 
 
 
 
(3)    Long-term Debt
Obligations (in thousands)
 
March 31, 2016
 
December 31, 2015
Senior secured second-priority notes
 
$
175,000

 
$
175,000

Equipment capital leases
 
8,075

 
9,762

Other debt
 
1,246

 
1,558

Costs associated with issuances of debt (1)
 
(2,978
)
 
(3,328
)
Total
 
181,343

 
182,992

Current portion of long-term debt and lease obligations
 
(32,933
)
 
(7,912
)
Non-current portion of long-term debt and lease obligations
 
$
148,410

 
$
175,080

(1) 
Represents presentation of debt issuance costs associated with debt liability to be presented as a direct deduction from the carrying amount of the debt liability.
Pro forma impact of bond exchange program in (thousands)
 
April 28, 2016
 
March 31, 2016
Senior secured second-priority notes (maturing December 15, 2021)
 
$
120,569

 
$
175,000

Senior secured third-priority notes (maturing May 15, 2018)
 
28,497

 

Total senior secured second and third-priority notes (1)
 
$
149,066

 
$
175,000

(1) 
For further discussion see “Senior Secured Notes” below.


8

    

Revolving Credit Facility
In August 2014, ION and its material U.S. subsidiaries, ION Exploration Products (U.S.A.), Inc., I/O Marine Systems, Inc. and GX Technology Corporation (collectively, the “Subsidiary Borrowers”), and together with the Company, collectively, the “Borrowers”) entered into a Revolving Credit and Security Agreement with PNC Bank, National Association (“PNC”), as agent (the “Original Credit Agreement”), which was amended by the First Amendment to Revolving Credit and Security Agreement in August 2015 (the “First Amendment”) and the Second Amendment (as defined below) (the Original Credit Agreement, as amended by the First Amendment, and the Second Amendment, the “Credit Facility”). For a complete discussion of the terms, available credit and security of this Credit Facility, prior to the effectiveness of the Second Amendment, see Footnote 4 to the Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. T
he Credit Facility is available to provide for the Borrowers’ general corporate needs, including working capital requirements, capital expenditures, surety deposits and acquisition financing. The maximum amount of the revolving line of credit under the Credit Facility is the lesser of $40.0 million or a monthly borrowing base (which may be recalculated more frequently under certain circumstances).
On April 28, 2016, the Borrowers and PNC entered into a second amendment (the “Second Amendment”) to the Credit Facility. The Second Amendment, among other things:
increases the applicable margin for loans by 0.50% per annum (from 2.50% per annum to 3.00% per annum for alternate base rate loans and from 3.50% per annum to 4.00% per annum for LIBOR-based loans);
increases the minimum excess availability threshold to avoid triggering the agent’s rights to exercise dominion over cash and deposit accounts and increases certain of the thresholds upon which such dominion ceases;
increases the minimum liquidity threshold to avoid triggering the Company’s obligation to calculate and comply with the existing fixed charge coverage ratio and increases certain of the thresholds upon which such required calculation and compliance cease;
establishes a reserve that reduces the amount available to be borrowed by the aggregate amount owing under all Third Lien Notes that remain outstanding (if any) on or after February 14, 2018 (i.e., 90 days prior to the stated maturity of the Third Lien Notes);
increases the maximum amount of certain permitted junior indebtedness to $200.0 million (from $175.0 million);
incorporates technical and conforming changes to reflect that the Second Lien Notes and the remaining Third Lien Notes (and any permitted refinancing thereof or subsequently incurred replacement indebtedness meeting certain requirements) constitute permitted indebtedness;
clarifies the circumstances and mechanics under which the Company may prepay, repurchase or redeem the Second Lien Notes, the remaining Third Lien Notes and certain other junior indebtedness;
modifies the cross-default provisions to incorporate defaults under the Second Lien Notes, the remaining Third Lien Notes and certain other junior indebtedness; and
eliminates the potential early commitment termination date and early maturity date that would otherwise have occurred ninety (90) days prior the maturity date of the Third Lien Notes if any of the Third Lien Notes then remained outstanding.

The borrowing base under the Credit Facility will increase or decrease monthly using a formula based on certain eligible receivables, eligible inventory and other amounts, including a percentage of the net orderly liquidation value of the Borrowers’ multi-client data library (not to exceed $15.0 million for the multi-client data library data component).  As of March 31, 2016, the borrowing base under the Credit Facility was $25.8 million, and there was no outstanding indebtedness under the Credit Facility. The Credit Facility is scheduled to mature on August 22, 2019.
The obligations of Borrowers under the Credit Facility are secured by a first-priority security interest in 100% of the stock of the Subsidiary Borrowers and 65% of the equity interest in ION International Holdings L.P. and by substantially all other assets of the Borrowers.
The Credit Facility contains covenants that, among other things, limit or prohibit the Borrowers, subject to certain exceptions and qualifications, from incurring additional indebtedness (including capital lease obligations), repurchasing equity, paying dividends or distributions, granting or incurring additional liens on the Borrowers’ properties, pledging shares of the Borrowers’ subsidiaries, entering into certain merger transactions, entering into transactions with the Company’s affiliates, making certain sales or other dispositions of the Borrowers’ assets, making certain investments, acquiring other businesses and entering into sale-leaseback transactions with respect to the Borrowers’ property.

9

    

The Credit Facility, requires that ION and the Subsidiary Borrowers maintain a minimum fixed charge coverage ratio of 1.1 to 1.0 as of the end of each fiscal quarter during the existence of a covenant testing trigger event. The fixed charge coverage ratio is defined as the ratio of (i) ION’s EBITDA, minus unfunded capital expenditures made during the relevant period, minus distributions (including tax distributions) and dividends made during the relevant period, minus cash taxes paid during the relevant period, to (ii) certain debt payments made during the relevant period. A covenant testing trigger event occurs upon (a) the occurrence and continuance of an event of default under the Credit Facility or (b) the failure to maintain a measure of liquidity greater than (i) $7.5 million for five consecutive business days or (ii) $6.5 million on any given business day. Liquidity, as defined in the Credit Facility, is the Company’s excess availability to borrow ($25.8 million at March 31, 2016) plus the aggregate amount of unrestricted cash held by ION, the Subsidiary Borrowers and their domestic subsidiaries.
At March 31, 2016, the Company was in compliance with all of the covenants under the Credit Facility.
The Credit Facility contains customary event of default provisions (including a “change of control” event affecting ION), the occurrence of which could lead to an acceleration of the Company’s obligations under the Credit Facility as amended.
Senior Secured Notes
In May 2013, the Company sold $175.0 million aggregate principal amount of 8.125% Senior Secured Second-Priority Notes due 2018 (the “Third Lien Notes”) in a private offering pursuant to an Indenture dated as of May 13, 2013 (the Third Lien Notes Indenture”). Prior to the completion of the Exchange Offer (as defined below) and Consent Solicitation (as defined below) on April 28, 2016, the Third Lien Notes were senior secured second-priority obligations of the Company. After giving effect to the Exchange Offer and Consent Solicitation, the remaining aggregate principal amount of approximately $28.5 million of outstanding Third Lien Notes became senior secured third-priority obligations of the Company subordinated to the liens securing all senior and second priority indebtedness of the Company, including under the Credit Facility and Second Lien Notes (defined below).
Pursuant to the Exchange Offer and Consent Solicitation, the Company (i) issued approximately $120.6 million in aggregate principal amount of the Company’s new 9.125% Senior Secured Second Priority Notes due 2021 (the “Second Lien Notes,” and collectively with the Third Lien Notes, the “Notes”) and 1,205,477 shares of the Company’s common stock in exchange for approximately $120.6 million in aggregate principal amount of Third Lien Notes, and (ii) purchased approximately $25.9 million in aggregate principal amount of Third Lien Notes in exchange for aggregate cash consideration totaling approximately $15.0 million, plus accrued and unpaid interest on the Third Lien Notes from the applicable last interest payment date to, but not including, April 28, 2016.
After giving effect to the Exchange Offer and Consent Solicitation, the aggregate principal amount of the Third Lien Notes remaining outstanding was approximately $28.5 million and the aggregate principal amount of Second Lien Notes outstanding was approximately $120.6 million. See “Subsequent Events - Exchange Offer” below.
The Third Lien Notes are guaranteed by the Company’s material U.S. subsidiaries, GX Technology Corporation, ION Exploration Products (U.S.A.), Inc. and I/O Marine Systems, Inc. (the “Guarantors”), and mature on May 15, 2018. Interest on the Third Lien Notes accrues at the rate of 8.125% per annum and will be payable semiannually in arrears on May 15 and November 15 of each year during their term. In May 2014, the holders of the Third Lien Notes exchanged their Third Lien Notes for a like principal amount of registered Third Lien Notes with the same terms. For a complete discussion of the terms and security the Third Lien Notes in effect prior to the completion of the Exchange Offer and Consent Solicitation on April 28, 2016, see Footnote 4 to the Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.
Prior to the completion of the Exchange Offer and Consent Solicitation, the Third Lien Notes Indenture contained certain covenants that, among other things, limited or prohibited the Company’s ability and the ability of its restricted subsidiaries to take certain actions or permit certain conditions to exist during the term of the Third Lien Notes, including among other things, incurring additional indebtedness, creating liens, paying dividends and making other distributions in respect of the Company’s capital stock, redeeming the Company’s capital stock, making investments or certain other restricted payments, selling certain kinds of assets, entering into transactions with affiliates, and effecting mergers or consolidations. These and other restrictive covenants contained in the Third Lien Notes Indenture are subject to certain exceptions and qualifications. After giving effect to the Exchange Offer and Consent Solicitation, the Third Lien Notes Indenture was amended to, among other things, provide for the release of the second priority security interest in the collateral securing the remaining Third Lien Notes and the grant of a third priority security interest in the collateral, subordinate to liens securing all senior and second priority indebtedness of the Company, including the Credit Facility and the Second Lien Notes, and eliminate substantially all of the restrictive covenants and certain events of default pertaining to the remaining Third Lien Notes.
As of March 31, 2016, the Company was in compliance with the covenants with respect to the Third Lien Notes.
On or after May 15, 2015, the Company may on one or more occasions redeem all or a part of the Third Lien Notes at the redemption prices set forth below, plus accrued and unpaid interest and special interest, if any, on the Third Lien Notes redeemed during the twelve-month period beginning on May 15th of the years indicated below:

10

    

Date
 
Percentage
2015
 
104.063%
2016
 
102.031%
2017 and thereafter
 
100.000%
The Second Lien Notes are senior secured second-priority obligations guaranteed by the Guarantors. The Second Lien Notes mature on December 15, 2021. Interest on the Second Lien Notes accrues at the rate of 9.125% per annum and is payable semiannually in arrears on June 15 and December 15 of each year during their term, beginning June 15, 2016, except that the interest payment otherwise payable on June 15, 2021 will be payable on December 15, 2021.
The indenture dated April 28, 2016 governing the Second Lien Notes (the “Second Lien Notes Indenture”) contains certain covenants that, among other things, limits or prohibits the Company’s ability and the ability of its restricted subsidiaries to take certain actions or permit certain conditions to exist during the term of the Second Lien Notes, including among other things, incurring additional indebtedness, creating liens, paying dividends and making other distributions in respect of the Company’s capital stock, redeeming the Company’s capital stock, making investments or certain other restricted payments, selling certain kinds of assets, entering into transactions with affiliates, and effecting mergers or consolidations. These and other restrictive covenants contained in the Second Lien Notes Indenture are subject to certain exceptions and qualifications. All of the Company’s subsidiaries are currently restricted subsidiaries.
On or after December 15, 2019, the Company may on one or more occasions redeem all or a part of the Second Lien Notes at the redemption prices set forth below, plus accrued and unpaid interest and special interest, if any, on the Second Lien Notes redeemed during the twelve-month period beginning on December 15th of the years indicated below:
Date
 
Percentage
2019
 
105.500%
2020
 
103.500%
2021 and thereafter
 
100.000%
For additional information regarding the terms and security of the Third Lien Notes and related Third Lien Notes Indenture and intercreditor agreement in effect prior to the completion of the Exchange Offer and Consent Solicitation, see the Company’s Current Report on Form 8-K filed with the SEC on May 13, 2013. For additional information regarding the terms and security of the Third Lien Notes after giving effect to the Exchange Offer and Consent Solicitation, the amendments to the Third Lien Notes Indenture, the terms and security of the Second Lien Notes, the Second Lien Notes Indenture and the related intercreditor agreement, see the Company’s Current Report on Form 8-K filed with the SEC on April 28, 2016.
Subsequent Events
Exchange Offer
On April 28, 2016, the Company successfully completed the previously announced exchange offer (the “Exchange Offer”) and consent solicitation (the “Consent Solicitation”) related to the Third Lien Notes. The Company did not receive any cash proceeds in connection with the Exchange Offer and Consent Solicitation.
Under the terms of the Exchange Offer, for each $1,000 principal amount of Third Lien Notes validly tendered for exchange and not validly withdrawn by an eligible holder (an “Exchange Participant”) prior to 11:59 P.M., New York City time, on April 25, 2016, and accepted for exchange by the Company, the Company offered the consideration (the “Exchange Consideration”) of (i) $1,000 principal amount of Second Lien Notes plus (ii) either (a) for Third Lien Notes tendered at or prior to 4:59 P.M., New York City time, on April 15, 2016 (the “Extended Early Tender Deadline”), ten (10) shares of the Company’s common stock (the “Early Stock Consideration”), or (b) for Third Lien Notes tendered after the Extended Early Tender Deadline, seven (7) shares of the Company’s common stock (the “Stock Consideration”) (such shares issued as the Early Stock Consideration or the Stock Consideration, together with the Second Lien Notes, the “Exchange Securities”), upon the terms and subject to the conditions set forth in the Company’s confidential Offer to Exchange and related Consent and Letter of Transmittal, each dated March 28, 2016 (the “Offer Documents”).
As part of the Exchange Offer, each Exchange Participant had the opportunity to tender all or a portion of its Third Lien Notes for a cash payment in lieu of the Exchange Consideration upon the terms and subject to the conditions set forth in the Offer Documents (the “Cash Tender Option”). The aggregate amount of cash consideration that could be paid by the Company for tendered

11

    

Third Lien Notes accepted for purchase pursuant to the Cash Tender Option was approximately $15.0 million plus accrued and unpaid interest to, but not including, the settlement date of the Exchange Offer (collectively, the “Cash Tender Cap”).

Concurrently with the Exchange Offer, the Company solicited consents from eligible holders to proposed amendments to the Third Lien Notes Indenture (the “Proposed Amendments”). The Proposed Amendments, among other things, provide for the release of the second priority security interest in the collateral securing the Third Lien Notes and the grant of a third priority security interest in the collateral, subordinate to liens securing all the Company’s senior and second priority indebtedness, including the Credit Facility and the Second Lien Notes, and eliminate substantially all of the restrictive covenants and certain events of default pertaining to the Third Lien Notes.

The Exchange Offer, including the Cash Tender Option, and the Consent Solicitation expired at 11:59 P.M., New York City time, on April 28, 2016. In total, the Company accepted for exchange approximately $146.5 million in aggregate principal amount of the Third Lien Notes, or approximately 83.72% of the $175 million outstanding aggregate principal amount of the Third Lien Notes, validly tendered and not withdrawn in the Exchange Offer. The Third Lien Notes validly tendered and not withdrawn in the Exchange Offer were accepted by the Company.

Because the Company received the necessary consents to effect the Proposed Amendments, any Third Lien Notes not validly tendered pursuant to the Exchange Offer remain outstanding and the holders are subject to the terms of the supplemental indenture implementing the Proposed Amendments. No consideration was paid to holders of Third Lien Notes in connection with the Consent Solicitation. After giving effect to the Exchange Offer and Consent Solicitation, the aggregate principal amount of the Third Lien Notes remaining outstanding was approximately $28.5 million as of April 28, 2016, and such Third Lien Notes are secured on a third priority basis subordinated to the liens securing all senior and second priority indebtedness of the Company, including under the Credit Facility and Second Lien Notes.

In exchange for approximately $120.6 million in aggregate principal amount of Third Lien Notes, the Company issued approximately $120.6 million aggregate principal amount of Second Lien Notes and 1,205,477 shares of common stock, including 1,204,980 shares issued as Early Stock Consideration and 497 shares issued as Stock Consideration. The Company utilized 508,464 of treasury shares towards the total 1,205,477 shares issued. The securities issued in the Exchange Offer were issued in reliance on an exemption from registration set forth in Section 4(a)(2) of the Securities Act. The Company received no cash consideration in exchange for the issuance of the Exchange Securities.

The Cash Tender Option was fully subscribed. Pursuant to the terms of the Exchange Offer, the Company accepted for purchase tendered Third Lien Notes at the lowest bid prices until the Cash Tender Cap was reached, subject to proration. In exchange for aggregate cash consideration totaling approximately $15.0 million, the Company purchased approximately $25.9 million in aggregate principal amount of Third Lien Notes. The Company also paid in cash accrued and unpaid interest on Third Lien Notes accepted for purchase in the Exchange Offer from the applicable last interest payment date to, but not including, April 28, 2016.
(4)    Net Loss per Share
Basic net loss per common share is computed by dividing net loss applicable to common shares by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is determined based on the assumption that dilutive restricted stock and restricted stock unit awards have vested and outstanding dilutive stock options have been exercised and the aggregate proceeds were used to reacquire common stock using the average price of such common stock for the period. The total number of shares issued or reserved for future issuance under outstanding stock options at March 31, 2016 and 2015 was 623,902 and 634,818, respectively, and the total number of shares of restricted stock and shares reserved for restricted stock units outstanding at March 31, 2016 and 2015 was 253,738 and 100,298, respectively. The foregoing share numbers have been retroactively adjusted to reflect the one-for-fifteen reverse stock split completed on February 4, 2016. All outstanding stock options for the three months ended March 31, 2016 were anti-dilutive.

12

    

The following table summarizes the computation of basic and diluted net loss per common share (in thousands, except per share amounts):
 
Three Months Ended March 31,
 
2016
 
2015
Net loss attributable to ION
$
(35,014
)
 
$
(55,264
)
Weighted average number of common shares outstanding
10,600

 
10,971

Weighted average number of diluted common shares outstanding
10,600

 
10,971

Basic net loss per share
$
(3.30
)
 
$
(5.04
)
Diluted net loss per share
$
(3.30
)
 
$
(5.04
)
(5)    Income Taxes
The Company maintains a valuation allowance for substantially all of its deferred tax assets. The valuation allowance is calculated in accordance with the provisions of the Financial Accounting Standards Board’s (“FASB”) Accounting Standard Codification (“ASC”) Topic 740 “Income Taxes,” which requires that a valuation allowance be established or maintained when it is “more likely than not” that all or a portion of deferred tax assets will not be realized. In the event the Company’s expectations of future operating results change, the valuation allowance may need to be adjusted downward. As of March 31, 2016, the Company has no unreserved U.S. deferred tax assets.
The provision for the three months ended March 31, 2016 has been calculated based on the actual tax expense incurred for those periods. Given the current uncertainty in expected income generated in various foreign jurisdictions, where tax rates can vary greatly, the Company’s actual tax rate is the best estimate of year-to-date tax expense. The Company’s effective tax rates for the three months ended March 31, 2016 and 2015 were (0.8)% and (1.8)%, respectively. The Company’s effective tax rates for the three months ended March 31, 2016 was impacted by the change in valuation allowance related to operating losses for which the Company cannot currently recognize a tax benefit. The Company’s income tax expense for the three months ended March 31, 2016 of $0.3 million primarily relates to income from the Company’s non-U.S. businesses. This foreign tax expense has not been offset by the tax benefits on losses within the U.S. and other jurisdictions, from which the Company cannot currently benefit; therefore negatively impacting the Company’s effective tax rate.
The Company has approximately $1.3 million of unrecognized tax benefits and does not expect to recognize significant increases in unrecognized tax benefits during the next 12-month period. Interest and penalties, if any, related to unrecognized tax benefits are recorded in income tax expense.
As of March 31, 2016, the Company’s U.S. federal tax returns for 2012 and subsequent years remain subject to examination by tax authorities. The Company is no longer subject to U.S. Internal Revenue Service (“IRS”) examination for periods prior to 2012, although carryforward attributes that were generated prior to 2012 may still be adjusted upon examination by the IRS if they either have been or will be used in an open year. In the Company’s foreign tax jurisdictions, tax returns for 2010 and subsequent years generally remain open to examination.
(6)    Litigation
WesternGeco
In June 2009, WesternGeco L.L.C. (“WesternGeco”) filed a lawsuit against the Company in the United States District Court for the Southern District of Texas, Houston Division. In the lawsuit, styled WesternGeco L.L.C. v. ION Geophysical Corporation, WesternGeco alleged that the Company had infringed several method and apparatus claims contained in four of its United States patents regarding marine seismic streamer steering devices.
The trial began in July 2012. A verdict was returned by the jury in August 2012, finding that the Company infringed the claims contained in the four patents by supplying its DigiFIN® lateral streamer control units and the related software from the United States and awarded WesternGeco the sum of $105.9 million in damages, consisting of $12.5 million in reasonable royalty and $93.4 million in lost profits.

13

    

In June 2013, the presiding judge entered a Memorandum and Order, ruling that WesternGeco is entitled to be awarded supplemental damages for the additional DigiFIN units that were supplied from the United States before and after the trial that were not included in the jury verdict due to the timing of the trial. In October 2013, the judge entered another Memorandum and Order, ruling on the number of DigiFIN units that are subject to supplemental damages and also ruling that the supplemental damages applicable to the additional units should be calculated by adding together the jury’s previous reasonable royalty and lost profits damages awards per unit, resulting in supplemental damages of $73.1 million.
In April 2014, the judge entered another Order, ruling that lost profits should not have been included in the calculation of supplemental damages in the October 2013 Memorandum and Order and reducing the supplemental damages award in the case from $73.1 million to $9.4 million. In the Order, the judge also further reduced the damages award in the case by $3.0 million to reflect a settlement and license that WesternGeco entered into with a customer of the Company that had purchased and used DigiFIN units that were also included in the damage amounts awarded against the Company.
In May 2014, the judge signed and entered a Final Judgment in the amount of $123.8 million related to the case. The Final Judgment also included an injunction that enjoins the Company, its agents and anyone acting in concert with it, from supplying in or from the United States the DigiFIN product or any parts unique to the DigiFIN product, or any instrumentality no more than colorably different from any of these products or parts, for combination outside of the United States. The Company has conducted its business in compliance with the district court’s orders in the case, and the Company has reorganized its operations such that it no longer supplies the DigiFIN product or any parts unique to the DigiFIN product in or from the United States.
The Company and WesternGeco each appealed the Final Judgment to the United States Court of Appeals for the Federal Circuit in Washington, D.C. On July 2, 2015, the Court of Appeals reversed in part the judgment, holding the district court erred by including lost profits in the Final Judgment. Lost profits were $93.4 million and prejudgment interest was approximately $10.9 million of the $123.8 million Final Judgment. Pre-judgment interest on the lost profits portion will be treated in the same way as the lost profits. Post-judgment interest will likewise be treated in the same fashion. On July 29, 2015, WesternGeco filed a petition for rehearing en banc before the Court of Appeals. On October 30, 2015 the Court of Appeals denied WesternGeco’s petition for rehearing en banc. On February 26, 2016, WesternGeco filed a petition for writ of certiorari by the Supreme Court. The Company filed its response on April 27, 2016. The Supreme Court has not yet indicated whether or not it will accept WesternGeco’s petition for review.
On May 4, 2016, after referral from the district court, a Magistrate Judge issued an order and report and recommendation in the litigation.  The order and report recommended entry of a final judgment against the Company on the royalty obligation plus interest, subject to final calculation upon entry of judgment, which is expected to be approximately $22 million and recommended the district court deny our motion to stay any obligation to pay the remaining $22 million that is not related to lost profits until after the Supreme Court rules on the lost profits claims in the case.  The Company will pursue all available objections and appeals to the order and report and recommendation.
As previously disclosed, the Company had taken a loss contingency accrual of $124 million. As a result of the reversal by the Court of Appeals, as of June 30, 2015, the Company reduced the loss contingency accrual to its current amount of $22 million. The Company’s assessment of its potential loss contingency may change in the future due to developments in the case and other events, such as changes in applicable law, and such reassessment could lead to the determination that no loss contingency is probable or that a greater or lesser loss contingency is probable. Any such reassessment could have a material effect on the Company’s financial condition or results of operations.
Prior to the reduction in damages by the Court of Appeals, the Company arranged with sureties to post an appeal bond at the trial court. The appeal bond is uncollateralized, but the terms of the appeal bond arrangements provide the sureties the contractual right for as long as the bond is outstanding to require the Company to post cash collateral. The Company has received a request for $11 million in collateral and has exchanged correspondence with the sureties in connection with this request. The appeal bond will remain outstanding during the pendency of appeals.
Other
The Company has been named in various other lawsuits or threatened actions that are incidental to its ordinary business. Litigation is inherently unpredictable. Any claims against the Company, whether meritorious or not, could be time-consuming, cause the Company to incur costs and expenses, require significant amounts of management time and result in the diversion of significant operational resources. The results of these lawsuits and actions cannot be predicted with certainty. Management currently believes that the ultimate resolution of these matters will not have a material adverse impact on the financial condition, results of operations or liquidity of the Company.

14

    

(7)    Details of Selected Balance Sheet Accounts
Inventories
The following table is a summary of inventories (in thousands):

March 31, 2016
 
December 31, 2015
Raw materials and subassemblies
$
35,286

 
$
34,949

Work-in-process
9,352

 
8,478

Finished goods
12,851

 
13,769

Reserve for excess and obsolete inventories
(24,418
)
 
(24,475
)
Total
$
33,071

 
$
32,721

Other Long-term Liabilities
The following table is a summary of other long-term liabilities (in thousands):
March 31, 2016
 
December 31, 2015
Accrual for loss contingency related to legal proceedings (Footnote 6)
$
22,000

 
$
22,000

Deferred rents
13,478

 
13,394

Facility restructuring accrual
2,724

 
3,006

Deferred income tax liability
4,851

 
4,734

Other long-term liabilities
1,162

 
1,231

Total
$
44,215

 
$
44,365

(8)    Accumulated Other Comprehensive Loss
The following table is a summary of changes in accumulated other comprehensive loss by component (in thousands):
 
 
Foreign currency translation adjustments
 
Total
Accumulated other comprehensive loss at December 31, 2015
 
$
(14,781
)
 
$
(14,781
)
Net current-period other comprehensive loss
 
(1,462
)
 
(1,462
)
Accumulated other comprehensive loss at March 31, 2016
 
$
(16,243
)
 
$
(16,243
)
 
 
 
 
 
(9)    Supplemental Cash Flow Information and Non-cash Activity
The following table is a summary of cash paid for Interest and Income taxes and non-cash items from investing and financing activities (in thousands):
 
Three Months Ended March 31,
 
2016
 
2015
Cash paid during the period for:
 
 
 
Interest
$
154

 
$
497

Income taxes (refunds)
(762
)
 
5,041

Non-cash items from investing and financing activities:
 
 
 
Purchases of computer equipment financed through capital leases

 
1,178

Investment in multi-client data library financed through accounts payable
3,885

 
7,018

Purchases of property, plant, and equipment and seismic rental equipment financed through accounts payable
179

 

Transfer of inventory to property, plant, equipment and seismic rental equipment

 
8,485



15

    

(10)    Fair Value of Financial Instruments
Authoritative guidance on fair value measurements defines fair value, establishes a framework for measuring fair value and stipulates the related disclosure requirements. The Company follows a three-level hierarchy, prioritizing and defining the types of inputs used to measure fair value.
The carrying amounts of the Company’s long-term debt as of March 31, 2016 and December 31, 2015 were $181.3 million and $183.0 million, respectively, compared to its fair values of $93.8 million and $104.3 million as of March 31, 2016 and December 31, 2015, respectively. The fair value of the long-term debt was calculated using an active market price, based on Level 1 inputs defined as quoted prices for identical instruments in active markets. For additional information pertaining to our long-term debt, See Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Exchange Offer” in Part II of this Form 10-Q.
Fair Value of Other Financial Instruments. Due to their highly liquid nature, the amount of the Company’s other financial instruments, including cash and cash equivalents, accounts and unbilled receivables, notes receivable, accounts payable, and accrued multi-client data library royalties, represent their approximate fair value.
(11)    Stockholder's Equity, Stock-based Compensation and Repurchase Plan
Stock Appreciation Rights
On March 1, 2016, the Company issued 1,210,000 Stock Appreciation Rights (“SARs”) awards to 15 individuals with an exercise price of $3.10. The vesting of these SARs is achieved through both a market condition and a service condition. The market condition is achieved, in part or in full, in the event that during the four-year period beginning on the date of grant the 20-day trailing volume-weighted average price of a share of common stock is (i) greater than 120% of the exercise price for the first 1/3 of the awards, (ii) greater than 125% of the exercise price for the second 1/3 of the awards and (iii) greater than 130% of the exercise price for the final 1/3 of the awards. The exercise condition restricts the ability of the holders to exercise awards until certain service milestones have been reached such that (i) no more than 1/3 of the awards may be exercised, if vested, on and after the first anniversary of the date of grant, (ii) no more than 2/3 of the awards may be exercised, if vested, on and after the second anniversary of the date of grant and (iii) all of the awards may be exercised, if vested, on and after the third anniversary of the date of grant. For the three months ended March 31, 2016, the Company recorded $0.1 million of share-based compensation expense attributable to SAR awards.
Pursuant to ASC 718, “Compensation – Stock Compensation,” the SARs are considered liability awards and as such, these amounts are accrued in the liability section of the balance sheet. The Company calculated the fair value of each SAR award on the date of grant using a Monte Carlo simulation model. The following assumptions were used:
 
March 1, 2016
Risk-free interest rates
1.81%
Expected lives (in years)
4.0
Expected dividend yield
—%
Expected volatility
70.99%
Stock Repurchase Program
On November 4, 2015, the Company’s board of directors approved a stock repurchase program authorizing the Company to repurchase, from time to time from November 10, 2015, through November 10, 2017, up to $25 million in shares of the Company’s outstanding common stock. The stock repurchase program may be implemented through open market repurchases or privately negotiated transactions, at management’s discretion. The actual timing, number and value of shares repurchased under the program will be determined by management at its discretion and will depend on a number of factors, including the market price of the shares of the Company’s common stock and general market and economic conditions, applicable legal requirements and compliance with the terms of the Company’s outstanding indebtedness. The repurchase program does not obligate the Company to acquire any particular amount of common stock and may be modified or suspended at any time and could be terminated prior to completion. Since the program’s inception on November 10, 2015, through March 31, 2016, the Company had repurchased 451,792 shares of its common stock under the repurchase program at an average price per share of $6.54, and the Company has approximately $22.0 million of remaining authorized capacity available pursuant to the repurchase program. The number of shares repurchased and the average price per repurchased share have been retroactively adjusted to reflect the one-for-fifteen reverse stock split completed on February 4, 2016. On March 31, 2016, the closing sale price for the Company’s common stock was $8.08 on the NYSE.

16

    

(12)    Related Party Transactions
BGP Inc. (“BGP”) owned approximately 15.0% of the Company’s outstanding common stock as of March 31, 2016. For the three months ended March 31, 2016 and 2015, the Company recorded revenues from BGP of $1.0 million and $2.9 million, respectively. Total receivables from BGP were $1.1 million at March 31, 2016.
(13)    Recent Accounting Pronouncements
Revenue Recognition — In May 2014, the FASB and the International Accounting Standards Board (“IASB”) jointly issued new accounting guidance for recognition of revenue. This new guidance replaces virtually all existing U.S. GAAP and IFRS guidance on revenue recognition.
On July 9, 2015, the FASB voted to defer the effective date for its new revenue standard for public and nonpublic entities reporting under U.S. GAAP by one year. As a result, the new guidance is now effective for fiscal years beginning after December 15, 2017. This new guidance applies to all periods presented. Therefore, when the Company issues its financial statements on Forms 10-Q and 10-K for periods included in its year ended December 31, 2018, its comparative periods that are presented from the years ended December 31, 2016 and 2017 must be retrospectively presented in compliance with this new guidance. The new guidance requires companies to make more estimates and use more judgment than under current accounting guidance. Public entities will be permitted to adopt the standard as early as the original public entity effective date (i.e., annual reporting periods beginning after December 15, 2016 and interim periods therein). Early adoption prior to that date will not be permitted.
The FASB and IASB (collectively, the “Boards”) have discussed clarifying the guidance in their new revenue standards for: (1) licenses of intellectual property, (2) identifying performance obligations, (3) noncash consideration and (4) collectability. The Boards have also discussed whether to add practical expedients for the accounting for contract modifications at transition and the presentation of sales taxes, and the FASB separately discussed several technical corrections. The FASB and the IASB did not agree on the nature and breadth of all of the changes to be proposed. The Boards are expected to issue separate exposure drafts later this year.
The Company continues to evaluate (i) the two allowed adoption methods to determine which method it plans to use for retrospective presentation of comparative periods, (ii) the impact of proposed clarifications to the guidance on timing of the recognition of revenue within the Company’s various revenue streams, (iii) the Company’s option to adopt the new guidance either as of the originally proposed effective date or the proposed deferred effective date and (iv) whether the implementation of this new guidance will have a material impact on the Company’s consolidated financial position or results of operations for the periods presented.
In March 2016, the FASB issued ASU 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting," that will change how companies account for certain aspects of share-based payments to employees. Entities will be required to recognize the income tax effects of awards in the statement of income when the awards vest or are settled, the guidance on employers’ accounting for an employee’s use of shares to satisfy the employer’s statutory income tax withholding obligation and for forfeitures is changing and the update requires companies to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity. The amendments in this update will be effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. Early adoption is permitted. We are evaluating the effect of ASU 2016-09 on our consolidated financial statements.

(14) Acquisition of In-process Research and Development

In March 2016, the Company acquired Global Dynamics Incorporated, an Ontario-based company that designs and develops marine towing systems and equipment, including its proprietary SailWings technology. SailWings configurations are designed to optimize towed source arrays and augment towed streamer deployment systems, and yield significantly less drag, faster towing, improved fuel efficiency, and safer operations through their flexible and smaller footprint.
The Company acquired the SailWings technology (in-process R&D) for a one-time expenditure of $1.0 million, which was recorded as a research, development and engineering expense within operating expenses. The acquisition agreement also contemplates potential future earn-outs of up to $2.3 million for successful commercialization of this technology over the next ten years.

17

    

(15)    Condensed Consolidating Financial Information
The Notes were issued by ION Geophysical Corporation and are guaranteed by the Guarantors, all of which are 100-percent-owned subsidiaries. The Guarantors have fully and unconditionally guaranteed the payment obligations of ION Geophysical Corporation with respect to the Notes. The following condensed consolidating financial information presents the results of operations, financial position and cash flows for:
ION Geophysical Corporation and the Guarantors (in each case, reflecting investments in subsidiaries utilizing the equity method of accounting).
All other subsidiaries of ION Geophysical Corporation that are not Guarantors.
The consolidating adjustments necessary to present ION Geophysical Corporation’s results on a consolidated basis.
This condensed consolidating financial information should be read in conjunction with the accompanying consolidated financial statements and footnotes. For additional information pertaining to the Notes, See Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources Exchange Offer” in Part II of this Form 10-Q.
  

18

    

 
March 31, 2016
Balance Sheet
ION Geophysical Corporation
 
The Guarantors
 
All Other Subsidiaries
 
Consolidating Adjustments
 
Total Consolidated
 
(In thousands)
ASSETS
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
27,097

 
$

 
$
49,573

 
$

 
$
76,670

Accounts receivable, net

 
8,766

 
6,291

 

 
15,057

Unbilled receivables

 
15,210

 
2,520

 

 
17,730

Inventories

 
11,151

 
21,920

 

 
33,071

Prepaid expenses and other current assets
4,974

 
1,358

 
7,392

 

 
13,724

Total current assets
32,071

 
36,485

 
87,696

 

 
156,252

Property, plant, equipment and seismic rental equipment, net
3,014

 
18,251

 
44,520

 

 
65,785

Multi-client data library, net

 
111,669

 
11,912

 

 
123,581

Investment in subsidiaries
662,527

 
234,871

 

 
(897,398
)
 

Goodwill

 

 
25,595

 

 
25,595

Intangible assets, net

 
4,144

 
237

 

 
4,381

Intercompany receivables
260,669

 

 

 
(260,669
)
 

Other assets
2,584

 
146

 
299

 

 
3,029

Total assets
$
960,865

 
$
405,566

 
$
170,259

 
$
(1,158,067
)
 
$
378,623

LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Current maturities of long-term debt
$
26,168

 
$
6,083

 
$
682

 
$

 
$
32,933

Accounts payable
1,830

 
12,738

 
6,339

 

 
20,907

Accrued expenses
12,382

 
9,635

 
6,984

 

 
29,001

Accrued multi-client data library royalties

 
21,738

 
52

 

 
21,790

Deferred revenue

 
3,660

 
2,361

 

 
6,021

Total current liabilities
40,380

 
53,854

 
16,418

 

 
110,652

Long-term debt, net of current maturities
146,090

 
2,320

 

 

 
148,410

Intercompany payables
698,609

 
64,775

 
195,894

 
(959,278
)
 

Other long-term liabilities
502

 
33,331

 
10,382

 

 
44,215

Total liabilities
885,581

 
154,280

 
222,694

 
(959,278
)
 
303,277

Redeemable noncontrolling interest

 

 

 

 

Equity:
 
 
 
 
 
 
 
 
 
Common stock
106

 
290,460

 
19,138

 
(309,598
)
 
106

Additional paid-in capital
895,481

 
180,700

 
232,590

 
(413,290
)
 
895,481

Accumulated earnings (deficit)
(794,545
)
 
211,427

 
(25,084
)
 
(186,343
)
 
(794,545
)
Accumulated other comprehensive income (loss)
(16,243
)
 
6,056

 
(17,888
)
 
11,832

 
(16,243
)
Due from ION Geophysical Corporation

 
(437,357
)
 
(261,253
)
 
698,610

 

Treasury stock
(9,515
)
 

 

 

 
(9,515
)
Total stockholders’ equity
75,284

 
251,286

 
(52,497
)
 
(198,789
)
 
75,284

Noncontrolling interests

 

 
62

 

 
62

Total equity
75,284

 
251,286

 
(52,435
)
 
(198,789
)
 
75,346

Total liabilities and equity
$
960,865

 
$
405,566

 
$
170,259

 
$
(1,158,067
)
 
$
378,623


19

    

 
December 31, 2015
Balance Sheet
ION Geophysical Corporation
 
The Guarantors
 
All Other Subsidiaries
 
Consolidating Adjustments
 
Total Consolidated
 
(In thousands)
ASSETS
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
33,734

 
$

 
$
51,199

 
$

 
$
84,933

Accounts receivable, net

 
35,133

 
9,232

 

 
44,365

Unbilled receivables

 
19,046

 
891

 

 
19,937

Inventories

 
10,939

 
21,782

 

 
32,721

Prepaid expenses and other current assets
5,435

 
1,458

 
7,914

 

 
14,807

Total current assets
39,169

 
66,576

 
91,018

 

 
196,763

Property, plant, equipment and seismic rental equipment, net
4,521

 
21,072

 
46,434

 

 
72,027

Multi-client data library, net

 
120,550

 
11,687

 

 
132,237

Investment in subsidiaries
680,508

 
243,319

 

 
(923,827
)
 

Goodwill

 

 
26,274

 

 
26,274

Intangible assets, net

 
4,523

 
287

 

 
4,810

Intercompany receivables
75,641

 

 

 
(75,641
)
 

Other assets
1,724

 
146

 
1,107

 

 
2,977

Total assets
$
801,563

 
$
456,186

 
$
176,807

 
$
(999,468
)
 
$
435,088

LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Current maturities of long-term debt
$
486

 
$
6,856

 
$
570

 
$

 
$
7,912

Accounts payable
2,086

 
19,839

 
7,874

 

 
29,799

Accrued expenses
11,199

 
16,200

 
6,888

 

 
34,287

Accrued multi-client data library royalties

 
25,045

 

 

 
25,045

Deferred revenue

 
5,071

 
1,489

 

 
6,560

Total current liabilities
13,771

 
73,011

 
16,821

 

 
103,603

Long-term debt, net of current maturities
171,672

 
3,408

 

 

 
175,080

Intercompany payables
503,621

 
68,286

 
7,355

 
(579,262
)
 

Other long-term liabilities
540

 
33,305

 
10,520

 

 
44,365

Total liabilities
689,604

 
178,010

 
34,696

 
(579,262
)
 
323,048

Equity:
 
 
 
 
 
 
 
 
 
Common stock
107

 
290,460

 
19,138

 
(309,598
)
 
107

Additional paid-in capital
894,715

 
180,700

 
234,234

 
(414,934
)
 
894,715

Accumulated earnings (deficit)
(759,531
)
 
231,208

 
(21,729
)
 
(209,479
)
 
(759,531
)
Accumulated other comprehensive income (loss)
(14,781
)
 
4,420

 
(14,604
)
 
10,184

 
(14,781
)
Due from ION Geophysical Corporation

 
(428,612
)
 
(75,009
)
 
503,621

 

Treasury stock
(8,551
)
 

 

 

 
(8,551
)
Total stockholders’ equity
111,959

 
278,176

 
142,030

 
(420,206
)
 
111,959

Noncontrolling interests

 

 
81

 

 
81

Total equity
111,959

 
278,176

 
142,111

 
(420,206
)
 
112,040

Total liabilities and equity
$
801,563

 
$
456,186

 
$
176,807

 
$
(999,468
)
 
$
435,088


20

    

 
Three Months Ended March 31, 2016
Income Statement
ION Geophysical Corporation
 
The Guarantors
 
All Other Subsidiaries
 
Consolidating Adjustments
 
Total Consolidated
 
(In thousands)
Net revenues
$

 
$
11,162

 
$
11,501

 
$
2

 
$
22,665

Cost of sales

 
21,427

 
10,166

 
2

 
31,595

Gross profit (loss)

 
(10,265
)
 
1,335

 

 
(8,930
)
Total operating expenses
7,411

 
7,816

 
5,972

 

 
21,199

Loss from operations
(7,411
)
 
(18,081
)
 
(4,637
)
 

 
(30,129
)
Interest expense, net
(4,693
)
 
(70
)
 
29

 

 
(4,734
)
Intercompany interest, net
232

 
(1,017
)
 
785

 

 

Equity in losses of investments
(23,135
)
 
(1,808
)
 

 
24,943

 

Other income (expense)
26

 
(359
)
 
453

 

 
120

Net loss before income taxes
(34,981
)
 
(21,335
)
 
(3,370
)
 
24,943

 
(34,743
)
Income tax expense
33

 
253

 
7

 

 
293

Net loss
(35,014
)
 
(21,588
)
 
(3,377
)
 
24,943

 
(35,036
)
Net loss attributable to noncontrolling interests

 

 

 
22

 
22

Net loss attributable to ION
(35,014
)
 
(21,588
)
 
(3,377
)
 
24,965

 
(35,014
)
Comprehensive net loss
$
(36,498
)
 
$
(21,588
)
 
$
(4,839
)
 
$
26,427

 
$
(36,498
)
Comprehensive loss attributable to noncontrolling interest

 

 
22

 

 
22

Comprehensive net loss attributable to ION
$
(36,498
)
 
$
(21,588
)
 
$
(4,817
)
 
$
26,427

 
$
(36,476
)
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended March 31, 2015
Income Statement
ION Geophysical Corporation
 
The Guarantors
 
All Other Subsidiaries
 
Consolidating Adjustments
 
Total Consolidated
 
(In thousands)
Net revenues
$

 
$
18,849

 
$
22,135

 
$
(406
)
 
$
40,578

Cost of sales

 
24,775

 
31,997

 
(406
)
 
56,366

Gross loss

 
(5,926
)
 
(9,862
)
 

 
(15,788
)
Total operating expenses
7,916

 
13,080

 
9,905

 

 
30,901

Loss from operations
(7,916
)
 
(19,006
)
 
(19,767
)
 

 
(46,689
)
Interest expense, net
(4,551
)
 
(72
)
 
(2
)
 

 
(4,625
)
Intercompany interest, net
139

 
(657
)
 
518

 

 

Equity in losses of investments
(42,857
)
 
(18,922
)
 

 
61,779

 

Other income (expense)
(29
)
 
15

 
(3,205
)
 

 
(3,219
)
Net loss before income taxes
(55,214
)
 
(38,642
)
 
(22,456
)
 
61,779

 
(54,533
)
Income tax expense
50

 
51

 
882

 

 
983

Net loss
(55,264
)
 
(38,693
)
 
(23,338
)
 
61,779

 
(55,516
)
Net loss attributable to noncontrolling interests

 

 
252

 

 
252

Net loss attributable to ION
(55,264
)
 
(38,693
)
 
(23,086
)
 
61,779

 
(55,264
)
Comprehensive net loss
$
(56,609
)
 
$
(40,053
)
 
$
(24,698
)
 
$
64,499

 
$
(56,861
)
Comprehensive loss attributable to noncontrolling interest

 

 
252

 

 
252

Comprehensive net loss attributable to ION
$
(56,609
)
 
$
(40,053
)
 
$
(24,446
)
 
$
64,499

 
$
(56,609
)
 
 
 
 
 
 
 
 
 
 

21

    

 
Three Months Ended March 31, 2016
Statement of Cash Flows
ION Geophysical Corporation
 
The Guarantors
 
All Other Subsidiaries
 
Total Consolidated
 
(In thousands)
Cash flows from operating activities:
 
 
 
 
 
 
 
Net cash provided by (used in) operating activities
$
(8,953
)
 
$
(3,804
)
 
$
15,236

 
$
2,479

Cash flows from investing activities:
 
 
 
 
 
 
 
Cash invested in multi-client data library

 
(6,327
)
 

 
(6,327
)
Purchase of property, plant, equipment and seismic rental equipment

 
(266
)
 

 
(266
)
Net cash used in investing activities

 
(6,593
)
 

 
(6,593
)
Cash flows from financing activities:
 
 
 
 
 
 
 
Payments under revolving line of credit
(964
)
 

 

 
(964
)
Payments on notes payable and long-term debt
(167
)
 
(1,859
)
 
(186
)
 
(2,212
)
Costs associated with issuance of debt
(1,315
)
 

 

 
(1,315
)
Intercompany lending
4,749

 
12,256

 
(17,005
)
 

Other financing activities
13

 

 

 
13

Net cash provided by (used in) financing activities
2,316

 
10,397

 
(17,191
)
 
(4,478
)
Effect of change in foreign currency exchange rates on cash and cash equivalents

 

 
329

 
329

Net decrease in cash and cash equivalents
(6,637
)
 

 
(1,626
)
 
(8,263
)
Cash and cash equivalents at beginning of period
33,734

 

 
51,199

 
84,933

Cash and cash equivalents at end of period
$
27,097

 
$

 
$
49,573

 
$
76,670

 
Three Months Ended March 31, 2015
Statement of Cash Flows
ION Geophysical Corporation
 
The Guarantors
 
All Other Subsidiaries
 
Total Consolidated
 
(In thousands)
Cash flows from operating activities:
 
 
 
 
 
 
 
Net cash provided by (used in) operating activities
$
(62,480
)
 
$
41,328

 
$
14,446

 
$
(6,706
)
Cash flows from investing activities:
 
 
 
 
 
 
 
Investment in multi-client data library

 
(9,055
)
 
(33
)
 
(9,088
)
Purchase of property, plant, equipment and seismic rental equipment
(329
)
 
(1,133
)
 
(10,532
)
 
(11,994
)
Other investing activities

 
257

 

 
257

Net cash used in investing activities
(329
)
 
(9,931
)
 
(10,565
)
 
(20,825
)
Cash flows from financing activities:
 
 
 
 
 
 
 
Payments on notes payable and long-term debt

 
(1,725
)
 
(341
)
 
(2,066
)
Intercompany lending
26,968

 
(29,672
)
 
2,704

 

Other financing activities
31

 

 

 
31

Net cash provided by (used in) financing activities
26,999

 
(31,397
)
 
2,363

 
(2,035
)
Effect of change in foreign currency exchange rates on cash and cash equivalents

 

 
396

 
396

Net increase (decrease) in cash and cash equivalents
(35,810
)
 

 
6,640

 
(29,170
)
Cash and cash equivalents at beginning of period
109,514

 

 
64,094

 
173,608

Cash and cash equivalents at end of period
$
73,704

 
$

 
$
70,734

 
$
144,438


22

    

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Executive Summary
Our Business
In this Form 10-Q, “ION Geophysical,” “ION,” “the company” (or, “the Company”), “we,” “our,” “ours” and “us” refer to ION Geophysical Corporation and its consolidated subsidiaries, except where the context otherwise requires or as otherwise indicated.
The information contained in this Quarterly Report on Form 10-Q contains references to trademarks, service marks and registered marks of ION and our subsidiaries, as indicated. Except where stated otherwise or unless the context otherwise requires, the terms “DigiFIN,” “VectorSeis,” “Orca,” “GATOR,” “Calypso,” and “WiBand,” refer to DigiFIN®, VECTORSEIS®, ORCA®, GATOR®, Calypso® and WiBand® registered marks owned by ION or INOVA Geophysical, and the terms “VSO,” “Narwhal,” “Marlin” and “MexicoSPAN” refer to VSO™, Narwhal™, Marlin™ and MexicoSPAN™ trademarks and service marks owned by ION.
We are a global, technology-focused company that provides geoscience technology, services and solutions to the global oil and gas industry. Our offerings are designed to allow oil and gas exploration and production (“E&P”) companies to obtain higher resolution images of the Earth’s subsurface during exploration, exploitation and production operations to reduce their risk in exploration and reservoir development. We acquire and process seismic data from seismic surveys in regional data programs, which then become part of our multi-client data library. The seismic surveys for our data library business are pre-funded, or underwritten, in part by our customers, and, with the exception of our ocean bottom seismic (“OBS”) data acquisition company, OceanGeo B.V. (“OceanGeo”), we utilize an “Asset Lite” strategy by contracting with third party seismic data acquisition companies to shoot and acquire the seismic data, all of which is intended to minimize our risk exposure. We serve customers in all major energy producing regions of the world from strategically located offices across six continents.
Seismic imaging plays a fundamental role in hydrocarbon exploration and reservoir development by delineating structures, rock types and fluid locations in the subsurface. Our technologies, services and solutions are used by E&P companies to generate high-resolution images of the Earth’s subsurface to identify sources of hydrocarbons and pinpoint drilling locations for wells, which can be costly and involve high risk.
We provide our services and products through four business segments – Solutions, Systems, Software and Ocean Bottom Services. Our Ocean Bottom Services segment is comprised of OceanGeo, in which we increased our ownership to 100% in 2014. In addition, we have a 49% ownership interest in our INOVA Geophysical Equipment Limited joint venture (“INOVA Geophysical,” or “INOVA”). As of December 31, 2014, we wrote down our investment in INOVA Geophysical to zero, and therefore no longer record our share of losses in the joint venture. For details of our suspension of recording equity method losses, see Footnote 2Segment Information” of Footnotes to Consolidated Financial Statements.
For decades, we have been engaged in providing innovative seismic data acquisition technology, such as full-wave imaging capability with VectorSeis products, the ability to record seismic data from basins that underlie ice fields in polar regions, and cableless seismic techniques. The advanced technologies we currently offer include our Orca and Gator command and control software systems, WiBand broadband data processing technology, Calypso OBS acquisition system, Narwhal ice management system, and other technologies, each of which is designed to deliver improvements in both image quality and productivity. In 2015, we introduced our new Marlin solution for optimizing simultaneous operations during marine seismic data acquisition. We have approximately 500 patents and pending patent applications in various countries around the world. Approximately 51% of our employees are involved in technical roles and over 26% of our employees have advanced degrees.
Solutions. Our Solutions business provides two distinct service activities that often work together.
Our Ventures services are designed to manage the entire seismic process, from survey planning and design to data acquisition and management, to final subsurface imaging and reservoir characterization. Our Ventures group focuses on the technologically intensive components of the image development process, such as survey planning and design, and data processing and interpretation, outsourcing the logistics components (such as field acquisition) to experienced seismic and other geophysical contractors.
Our GX Technology (“GXT”) group offers data processing and imaging services designed to help our E&P customers reduce exploration and production risk, evaluate and develop reservoirs, and increase production. GXT develops a series of subsurface images by applying its processing technology to data owned or licensed by its customers. We maintain approximately 15 petabytes of digital seismic data information storage in 4 global data centers, including two core data centers located in Houston and in the U.K.

23

    

Our Solutions business focuses on providing services for challenging environments, such as the Arctic frontier; complex and hard-to-image geologies, such as deepwater subsurface salt formations in the Gulf of Mexico and offshore West Africa and Brazil; unconventional reservoirs, such as those found in shale, tight gas and oil sands formations; and offshore basin-wide seismic data and imaging programs. Since 2002, our basin exploration seismic data programs have resulted in a substantial data library that covers significant portions of many of the frontier basins in the world, including offshore East and West Africa, India, South America, the Arctic, the deepwater Gulf of Mexico and Australia. In addition, GXT performs significant data processing and imaging services under contracts with customers in Mexico.
Our E&P Advisors group partners with E&P operators, energy industries and capital institutions to capture and monetize E&P opportunities worldwide. This group provides technical, commercial and strategic advice across the E&P value chain, working at basin, prospect and field scales.
Software. Our Software business provides command and control software systems, related software and services for towed marine streamer and seabed operations, as well as survey design. Our Orca software is installed on towed streamer marine vessels worldwide, and our Gator software is a component of many re-deployable and permanent seabed monitoring systems.
In 2013, we introduced our Narwhal ice management system, and in 2015 we introduced our new Marlin solution. Both of these systems are part of our E&P software solutions for operations management and are designed to reduce risk and improve efficiency in seismic data acquisition and drilling operations in or near ice, such as in the Arctic, where the U.S. Geological Survey estimates that 13 percent of the remaining worldwide reserves are located.
Systems. Our Systems business is engaged in the manufacture and repairs of (i) re-deployable ocean bottom cable seismic data acquisition systems and shipboard recorders (for OceanGeo’s use in OBS data acquisition); (ii) marine towed streamer positioning and control systems; and (iii) analog geophone sensors.
Ocean Bottom Services. Through OceanGeo, we offer a fully integrated OBS solution that includes expert survey design, planning and optimization, to maximize seismic image quality, operational efficiency and safety; safe, efficient data acquisition by the experienced team at OceanGeo; superior imaging via OceanGeo’s exclusive use of our VSO systems; and data processing, interpretation and reservoir services, by our GXT group. 
INOVA Geophysical. Historically, we have conducted our land seismic equipment business through INOVA Geophysical, which is a joint venture with BGP Inc. (“BGP”). BGP is a subsidiary of China National Petroleum Corporation, and is generally regarded as the world’s largest land geophysical service contractor. BGP owns a 51% equity interest in INOVA Geophysical, and we own the remaining 49% interest. INOVA manufactures cable-based and cableless seismic data acquisition systems, digital sensors, vibroseis vehicles (i.e., vibrator trucks) and source controllers for detonator and energy source business lines. As of December 31, 2014, we wrote down our investment in INOVA Geophysical to zero.
Macroeconomic Conditions
Demand for our services and products is cyclical and dependent upon activity levels in the oil and gas industry, particularly our customers’ willingness to invest capital in the exploration for oil and natural gas. Our customers’ capital spending programs are generally based on their outlook for near-term and long-term commodity prices, economic growth, commodity demand and estimates of resource production. As a result, demand for our services and products is largely sensitive to expected commodity prices, principally related to crude oil and natural gas.
In the past few years, crude oil prices have been volatile due to global economic uncertainties. Significant downward crude oil price volatility began early in the fourth quarter of 2014 and prices declined through the first quarter of 2015, followed by a partial recovery during the second quarter of 2015. Oil prices continued to decline from the third quarter of 2015 through the first quarter of 2016, before rising to its highest level since November 2015 during April 2016. The material decrease in crude oil prices can be attributed principally to significant production growth in the U.S. shale plays and increases in production by Russia and certain members of the Organization of Petroleum Exporting Countries (“OPEC”) such as Saudi Arabia, Iran and Iraq. Other factors include the strengthening of the U.S. dollar relative to other foreign currencies and ongoing resistance to an agreement to cut or freeze production, offset somewhat by modest increases in global oil demand. After a period of decline in the first quarter of 2016, oil and gas prices experienced a small rebound late in the quarter as output began to fall and Iran’s return to the world markets was less than expected. These events may indicate that oil prices may have bottomed out due to utilization of existing reserves and slowing production relative to growing demand. The average prices for West Texas Intermediate (“WTI”) and Intercontinental Exchange Brent (“Brent”) crude oil decreased to an average of $33 per barrel and $34 per barrel, respectively, in the first quarter 2016 from an average of $49 per barrel and $52 per barrel, respectively, for the full year 2015. These data points compare to an average price of $101 per barrel and $109 per barrel, respectively, in the first nine months of 2014.


24

    

Given the historical volatility of crude prices, there remains a risk that prices could remain low or continue to deteriorate due to high levels of domestic and OPEC crude oil production, slowing growth rates in various global regions and/or the potential for ongoing supply/demand imbalances. Alternatively, if the global supply of oil were to decrease due to reduced capital investment by our E&P customers or government instability in a major oil-producing nation and energy demand continues to increase in the U.S. and countries such as China and India, a recovery in WTI and Brent crude oil prices could occur. Regardless of the driver, crude oil price improvements will not occur without a rebalancing of global supply and demand, the timing of which is difficult to predict. If commodity prices do not improve or if they decline further, demand for our services and products could continue to decline.
Prices for natural gas in the U.S. averaged $1.99 per mmBtu in the first quarter of 2016 compared to $2.62 per mmBtu for the full year 2015 and $4.57 per mmBtu in the first nine months of 2014. Natural gas prices declined due to strong production and a mild winter this year as compared to last year resulting in significant increases in natural gas inventories in the U.S. during 2015. Customer spending in the natural gas shale plays has been limited due to associated gas being produced from unconventional oil wells in North America. As a result of natural gas production growth outpacing demand in the U.S., natural gas prices continue to be weak relative to prices experienced from 2006 through 2008 and are expected to remain below levels considered economical for new investments in numerous natural gas fields. For the first quarter of 2016, natural gas inventories ended this winter withdrawal season at a near record high of 2,478 Bcf, however, U.S. producers removed another 106 rigs from service in February bringing the total rig count to 76% below the peak in the fourth quarter of 2014. If natural gas production continues to surpass U.S. natural gas demand, prices could remain constrained for an extended period.
Impact to Our Business
During 2015, E&P capital expenditures remained low as budgets were approximately 25% lower than the previous year, and E&P capital expenditure budgets for 2016 are expected to decrease an additional 25% to 30% as a result of the steep oil price decline that began in the fourth quarter of 2014. These declines in capital expenditure budgets are the first back-to-back declines of this magnitude since the 1980s. Certain E&P companies are evaluating near-term oil prices, and how these prices will affect their return on new and existing projects before committing to spend substantial sums from their capital expenditure budgets. We believe E&P companies perceive projects with a longer time to payback, or profitability, as less attractive in the short-term. E&P companies have announced their intention to protect dividend payments even if that means reducing capital expenditures. Therefore, E&P companies are increasingly likely to reduce capital expenditures for projects in the early stages, or exploration phase, of the E&P lifecycle compared to prior years. In low oil price environments, oil companies tend to prioritize production-related activities and existing assets over exploration, and disproportionately cut spending on seismic services and products, which has a negative impact on the overall entire seismic industry, including our Company.
The sustained reduction in exploration spending has had a significant impact on our results of operations for the first quarter of 2016 in all of our segments. In our Solutions segment, we have seen continued softness in customer underwriting of our new venture programs and reductions in our data processing business. We continue to maintain high standards for underwriting new projects, and have delayed certain new venture programs accordingly. We invested $6.3 million in our multi-client data library during the first quarter of 2016, compared to $9.1 million in the same period in 2015.
Our business has traditionally been seasonal, with the strongest demand for our services and products often in the fourth quarter of our fiscal year. As of March 31, 2016, our Solutions segment backlog, which consists of commitments for (i) data processing work and (ii) both multi-client new venture projects and proprietary projects by our Ventures group underwritten by our customers, was $20.9 million, compared with backlog of $46.7 million at December 31, 2015 and $49.9 million at March 31, 2015. As a result of the weakness in exploration spending by E&P companies, our backlog over the last four quarters has been lower than historical levels and first quarter of 2016 backlog decreased as a result of MexicoSPAN nearing completion of the data processing phase. We anticipate that the majority of our current backlog will be recognized as revenue in the remainder of 2016 and early 2017. We now expect our full year investment in our multi-client data library to be in the range of $15 to $25 million in 2016.
In the first quarter of 2016, our OBS segment continued to be affected by potential E&P customers delaying or canceling decisions to commit capital to OBS projects, causing our vessels to remain idle. As communicated previously, we have taken actions within our OBS business to minimize costs, while maintaining our ocean bottom capabilities. We have cold-stacked the chartered vessels and our crew and have taken other actions to minimize the fixed costs associated with our OBS business. Despite the extended market downturn and uncertainty, we see significant long-term potential for OceanGeo and our technologies to improve ocean bottom survey productivity, and we expect long-term demand for ocean bottom production surveys (4D) to increase. We are about to begin mobilizing our ocean bottom vessels and crew to conduct an OBS survey offshore Nigeria. A letter of commitment for the project has been issued by an international oil company, and we expect the contract to be finalized within the next few weeks. We expect to begin acquiring data in late June or early July, 2016, and to complete full demobilization by late in the third quarter 2016. We believe that our technology is well suited for additional opportunities in Nigeria and West Africa, and we continue to pursue active tenders and leads for projects in the area.

25

    

Our traditional seismic contractor customers are also experiencing weakened demand due to the reduction in seismic spending by their customers. Since early 2014, seismic contractors have taken 24 seismic vessels, or about 20% of the fleet, out of the market. As a result, our Systems segment continued to experience weak year-over-year sales as our revenues fell due to lower demand for spare parts and repairs.
The marine seismic vessel market contraction has also negatively impacted the vessel software market. Our Software segment net revenues decreased for the first quarter of 2016 compared to the same period of 2015, primarily driven by reduced sales of Orca software licenses.
We continue to monitor the global economy, the demand for crude oil and natural gas and the resultant impact on the capital spending plans and operations of our E&P customers in order to plan our business. We remain confident that, despite current marketplace challenges that we describe above, we have positioned ourselves to take advantage of the next upturn in the energy cycle by reducing our cost structure, shifting our focus toward E&P solutions and away from equipment sales, and by diversifying our offerings across the E&P lifecycle.
It is our view that technologies that provide a competitive advantage through improved imaging, lower costs or higher productivity will continue to be valued in our marketplace. We believe that our newest technologies, such as Calypso, WiBand, Orca and Narwhal, will continue to attract customer interest, because those technologies are designed to deliver enhanced image quality, efficiency and cost savings.
Cost Reduction Initiatives
In April, 2016, we implemented additional cost saving initiatives by reducing our current workforce by over 12%. Additional reductions were needed to further streamline our organization and rightsize our company to bring it in line with our current revenue stream, while maintaining the necessary core capabilities to continue our operations and strategic initiatives. These additional reductions are expected to result in approximately $15 million of annualized savings, (an estimated $9 million in 2016), in addition to the $80 million of expected annual savings from prior cost reduction initiatives. We expect to begin realizing the vast majority of these savings in the third quarter of this year.
WesternGeco Litigation
On July 2, 2015, the United States Court of Appeals for the Federal Circuit in Washington, D.C. reversed in part the district court’s judgment, holding the district court erred by including lost profits in the Final Judgment. Lost profits were $93.4 million and prejudgment interest was approximately $10.9 million of the $123.8 million Final Judgment. Pre-judgment interest on the lost profits portion will be treated in the same way as the lost profits. Post-judgment interest will likewise be treated in the same fashion. On July 29, 2015, WesternGeco filed a petition for rehearing en banc before the Court of Appeals. On October 30, 2015 the Court of Appeals denied WesternGeco’s petition for rehearing en banc. On February 26, 2016, WesternGeco filed a petition for writ of certiorari by the Supreme Court. We filed our response on April 27, 2016. The Supreme Court has not yet indicated whether or not it will accept WesternGeco’s petition for review.
On May 4, 2016, after referral from the district court, a Magistrate Judge issued an order and report and recommendation in the litigation.  The order and report recommended entry of a final judgment against us on the royalty obligation plus interest, subject to final calculation upon entry of judgment, which is expected to be approximately $22 million and recommended the district court deny our motion to stay any obligation to pay the remaining $22 million that is not related to lost profits until after the Supreme Court rules on the lost profits claims in the case.  We will pursue all available objections and appeals to the order and report and recommendation.
As a result of the reversal by the Court of Appeals, as of June 30, 2015, we have reduced our prior loss contingency accrual by approximately $102 million, resulting in a current loss contingency accrual of $22 million. Prior to the reduction in damages by the Court of Appeals, we arranged with sureties to post an appeal bond at the trial court. The appeal bond is uncollateralized, but the terms of the appeal bond arrangements provide the sureties the contractual right for as long as the bond is outstanding to require us to post cash collateral. We have received a request for $11 million in collateral and have exchanged correspondence with the sureties in connection with this request. The appeal bond will remain outstanding during the pendency of appeals. See Footnote 6Litigation” of Footnotes to Consolidated Financial Statements.
Exchange Offer

On April 28, 2016, we successfully completed an exchange offer (the “Exchange Offer”) and consent solicitation (the “Consent Solicitation”) related to the Third Lien Notes. The Company did not receive any cash proceeds in connection with the Exchange Offer and Consent Solicitation.
Under the terms of the Exchange Offer, for each $1,000 principal amount of Third Lien Notes validly tendered for exchange and not validly withdrawn by an eligible holder (an “Exchange Participant”) prior to 11:59 P.M., New York City time, on April 25, 2016, and accepted for exchange by us, we offered the consideration (the “Exchange Consideration”) of (i) $1,000 principal

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amount of our new 9.125% Senior Secured Second Priority Notes due 2021 (the “Second Lien Notes” and collectively with the Third Lien Notes, the “Notes”) plus (ii) either (a) for Third Lien Notes tendered at or prior to 4:59 P.M., New York City time, on Friday, April 15, 2016 (the “Extended Early Tender Deadline”), ten (10) shares of our common stock (the “Early Stock Consideration”), or (b) for Third Lien Notes tendered after the Extended Early Tender Deadline, seven (7) shares of our common stock (the “Stock Consideration”) (such shares issued as the Early Stock Consideration or the Stock Consideration, together with the Second Lien Notes, the “Exchange Securities”), upon the terms and subject to the conditions set forth in our confidential Offer to Exchange and related Consent and Letter of Transmittal, each dated March 28, 2016 (the “Offer Documents”).
As part of the Exchange Offer, each Exchange Participant had the opportunity to tender all or a portion of its Third Lien Notes for a cash payment in lieu of the Exchange Consideration upon the terms and subject to the conditions set forth in the Offer Documents (the “Cash Tender Option”). The aggregate amount of cash consideration that could be paid by us for tendered Third Lien Notes accepted for purchase pursuant to the Cash Tender Option was approximately $15.0 million plus accrued and unpaid interest to, but not including, the settlement date of the Exchange Offer (collectively, the “Cash Tender Cap”).
Concurrently with the Exchange Offer, we solicited consents from eligible holders to proposed amendments to the Third Lien Notes Indenture (the “Proposed Amendments”). The Proposed Amendments, among other things, provide for the release of the second priority security interest in the collateral securing the Third Lien Notes and the grant of a third priority security interest in the collateral, subordinate to liens securing all our senior and second priority indebtedness, including the Credit Facility (as defined below) and the Second Lien Notes, and eliminate substantially all of the restrictive covenants and certain events of default pertaining to the Third Lien Notes.
The Exchange Offer, including the Cash Tender Option, and the Consent Solicitation expired at 11:59 P.M., New York City time, on April 25, 2016. In total, we accepted for exchange approximately $146.5 million in aggregate principal amount of the Third Lien Notes, or approximately 83.72% of the $175.0 million outstanding aggregate principal amount of the Third Lien Notes, validly tendered and not withdrawn in the Exchange Offer. The Third Lien Notes validly tendered and not withdrawn in the Exchange Offer were accepted by us.
Because we received the necessary consents to effect the Proposed Amendments, any Third Lien Notes not validly tendered pursuant to the Exchange Offer remain outstanding and the holders are subject to the terms of the supplemental indenture implementing the Proposed Amendments. No consideration was paid to holders of Third Lien Notes in connection with the Consent Solicitation. After giving effect to the Exchange Offer and Consent Solicitation, the aggregate principal amount of the Third Lien Notes remaining outstanding was approximately $28.5 million as of April 28, 2016, and such Third Lien Notes are secured on a third priority basis subordinated to the liens securing all senior and second priority indebtedness of the Company, including under the Credit Facility and Second Lien Notes.
In exchange for approximately $120.6 million in aggregate principal amount of Third Lien Notes, we issued approximately $120.6 million aggregate principal amount of Second Lien Notes and 1,205,477shares of our common stock, including 1,204,980 shares issued as Early Stock Consideration and 497 shares issued as Stock Consideration. The Company utilized 508,464 of treasury shares towards the total 1,205,477 shares issued. The securities issued in the Exchange Offer were issued in reliance on an exemption from registration set forth in Section 4(a)(2) of the Securities Act. The Company received no cash consideration in exchange for the issuance of the Exchange Securities.
The Cash Tender Option was fully subscribed. Pursuant to the terms of the Exchange Offer, we accepted for purchase tendered Third Lien Notes at the lowest bid prices until the Cash Tender Cap was reached, subject to proration. In exchange for aggregate cash consideration totaling approximately $15.0 million, we purchased approximately $25.9 million in aggregate principal amount of Third Lien Notes. We also paid in cash accrued and unpaid interest on Third Lien Notes accepted for purchase in the Exchange Offer from the applicable last interest payment date to, but not including, April 28, 2016.

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Key Financial Metrics
The table below provides an overview of key financial metrics for our company as a whole and our four business segments for the three months ended March 31, 2016, compared to the same period of 2015 (in thousands). 
 
Three Months Ended March 31,
 
2016
 
2015
Net revenues:
 
 
 
Solutions:
 
 
 
New Venture
$
3,306

 
$
5,029

Data Library
4,272

 
2,137

Total multi-client revenues
7,578

 
7,166

Data Processing
5,440

 
11,833

Total
$
13,018

 
$
18,999

Systems:
 
 
 
Towed Streamer
$
2,457

 
$
5,165

Other
2,902