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Share Name | Share Symbol | Market | Type |
---|---|---|---|
ION Geophysical Corporation New | NYSE:IO | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.345 | 0 | 01:00:00 |
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ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
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)
|
|
Large accelerated filer
|
|
o
|
|
Accelerated filer
|
ý
|
|
|
|
|
|
|
Non-accelerated filer
|
|
o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
o
|
|
PAGE
|
PART I. Financial Information
|
|
Item 1. Financial Statements
|
|
Condensed Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015
|
|
Condensed Consolidated Statements of Operations for the three- and six-months ended June 30, 2016 and 2015
|
|
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three- and six-months ended June 30, 2016 and 2015
|
|
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015
|
|
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
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
|
(In thousands, except share data)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
52,433
|
|
|
$
|
84,933
|
|
Accounts receivable, net
|
20,094
|
|
|
44,365
|
|
||
Unbilled receivables
|
22,011
|
|
|
19,937
|
|
||
Inventories
|
34,377
|
|
|
32,721
|
|
||
Prepaid expenses and other current assets
|
17,461
|
|
|
14,807
|
|
||
Total current assets
|
146,376
|
|
|
196,763
|
|
||
Property, plant, equipment and seismic rental equipment, net
|
58,412
|
|
|
72,027
|
|
||
Multi-client data library, net
|
118,547
|
|
|
132,237
|
|
||
Goodwill
|
24,025
|
|
|
26,274
|
|
||
Intangible assets, net
|
3,947
|
|
|
4,810
|
|
||
Other assets
|
2,514
|
|
|
2,977
|
|
||
Total assets
|
$
|
353,821
|
|
|
$
|
435,088
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current maturities of long-term debt
|
$
|
20,371
|
|
|
$
|
7,912
|
|
Accounts payable
|
26,969
|
|
|
29,799
|
|
||
Accrued expenses
|
27,284
|
|
|
34,287
|
|
||
Accrued multi-client data library royalties
|
23,473
|
|
|
25,045
|
|
||
Deferred revenue
|
7,666
|
|
|
6,560
|
|
||
Total current liabilities
|
105,763
|
|
|
103,603
|
|
||
Long-term debt, net of current maturities
|
145,130
|
|
|
175,080
|
|
||
Other long-term liabilities
|
44,051
|
|
|
44,365
|
|
||
Total liabilities
|
294,944
|
|
|
323,048
|
|
||
Equity:
|
|
|
|
||||
Common stock, $0.01 par value; authorized 26,666,667 shares; outstanding 11,786,220 and 10,702,689 shares at June 30, 2016 and December 31, 2015, respectively, net of treasury stock
|
118
|
|
|
107
|
|
||
Additional paid-in capital
|
897,476
|
|
|
894,715
|
|
||
Accumulated deficit
|
(819,887
|
)
|
|
(759,531
|
)
|
||
Accumulated other comprehensive loss
|
(18,980
|
)
|
|
(14,781
|
)
|
||
Treasury stock, at cost, zero and 353,124 shares at June 30, 2016 and December 31, 2015 respectively
|
—
|
|
|
(8,551
|
)
|
||
Total stockholders’ equity
|
58,727
|
|
|
111,959
|
|
||
Noncontrolling interest
|
150
|
|
|
81
|
|
||
Total equity
|
58,877
|
|
|
112,040
|
|
||
Total liabilities and equity
|
$
|
353,821
|
|
|
$
|
435,088
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Service revenues
|
$
|
25,430
|
|
|
$
|
23,323
|
|
|
$
|
38,586
|
|
|
$
|
43,403
|
|
Product revenues
|
10,722
|
|
|
13,472
|
|
|
20,231
|
|
|
33,970
|
|
||||
Total net revenues
|
36,152
|
|
|
36,795
|
|
|
58,817
|
|
|
77,373
|
|
||||
Cost of services
|
27,175
|
|
|
38,817
|
|
|
53,012
|
|
|
84,351
|
|
||||
Cost of products
|
4,124
|
|
|
8,113
|
|
|
9,882
|
|
|
18,945
|
|
||||
Gross profit (loss)
|
4,853
|
|
|
(10,135
|
)
|
|
(4,077
|
)
|
|
(25,923
|
)
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research, development and engineering
|
4,761
|
|
|
7,239
|
|
|
10,370
|
|
|
14,959
|
|
||||
Marketing and sales
|
4,684
|
|
|
8,638
|
|
|
8,694
|
|
|
16,471
|
|
||||
General, administrative and other operating expenses
|
11,996
|
|
|
14,677
|
|
|
23,576
|
|
|
30,025
|
|
||||
Total operating expenses
|
21,441
|
|
|
30,554
|
|
|
42,640
|
|
|
61,455
|
|
||||
Loss from operations
|
(16,588
|
)
|
|
(40,689
|
)
|
|
(46,717
|
)
|
|
(87,378
|
)
|
||||
Interest expense, net
|
(4,702
|
)
|
|
(4,607
|
)
|
|
(9,436
|
)
|
|
(9,232
|
)
|
||||
Other income (expense), net
|
(1,717
|
)
|
|
101,600
|
|
|
(1,597
|
)
|
|
98,381
|
|
||||
Income (loss) before income taxes
|
(23,007
|
)
|
|
56,304
|
|
|
(57,750
|
)
|
|
1,771
|
|
||||
Income tax expense, net
|
2,256
|
|
|
532
|
|
|
2,549
|
|
|
1,515
|
|
||||
Net income (loss)
|
(25,263
|
)
|
|
55,772
|
|
|
(60,299
|
)
|
|
256
|
|
||||
Net (income) loss attributable to noncontrolling interests
|
(79
|
)
|
|
297
|
|
|
(57
|
)
|
|
549
|
|
||||
Net income (loss) attributable to ION
|
$
|
(25,342
|
)
|
|
$
|
56,069
|
|
|
$
|
(60,356
|
)
|
|
$
|
805
|
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(2.22
|
)
|
|
$
|
5.11
|
|
|
$
|
(5.48
|
)
|
|
$
|
0.07
|
|
Diluted
|
$
|
(2.22
|
)
|
|
$
|
5.11
|
|
|
$
|
(5.48
|
)
|
|
$
|
0.07
|
|
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
11,415
|
|
|
10,979
|
|
|
11,008
|
|
|
10,975
|
|
||||
Diluted
|
11,415
|
|
|
10,980
|
|
|
11,008
|
|
|
10,977
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
|
(In thousands)
|
||||||||||||||
Net income (loss)
|
$
|
(25,263
|
)
|
|
$
|
55,772
|
|
|
$
|
(60,299
|
)
|
|
$
|
256
|
|
Other comprehensive income (loss), net of taxes, as appropriate:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
(2,737
|
)
|
|
1,953
|
|
|
(4,199
|
)
|
|
608
|
|
||||
Total other comprehensive income (loss), net of taxes
|
(2,737
|
)
|
|
1,953
|
|
|
(4,199
|
)
|
|
608
|
|
||||
Comprehensive net income (loss)
|
(28,000
|
)
|
|
57,725
|
|
|
(64,498
|
)
|
|
864
|
|
||||
Comprehensive (income) loss attributable to noncontrolling interest
|
(79
|
)
|
|
297
|
|
|
(57
|
)
|
|
549
|
|
||||
Comprehensive net income (loss) attributable to ION
|
$
|
(28,079
|
)
|
|
$
|
58,022
|
|
|
$
|
(64,555
|
)
|
|
$
|
1,413
|
|
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(In thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
(60,299
|
)
|
|
$
|
256
|
|
Adjustments to reconcile net income (loss) to cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization (other than multi-client data library)
|
11,416
|
|
|
13,015
|
|
||
Amortization of multi-client data library
|
14,244
|
|
|
10,440
|
|
||
Stock-based compensation expense
|
1,610
|
|
|
3,047
|
|
||
Reduction of accrual for loss contingency related to legal proceedings
|
—
|
|
|
(101,978
|
)
|
||
Loss on extinguishment of debt
|
2,182
|
|
|
—
|
|
||
Deferred income taxes
|
381
|
|
|
(24
|
)
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
23,980
|
|
|
87,796
|
|
||
Unbilled receivables
|
(2,042
|
)
|
|
9,198
|
|
||
Inventories
|
1,329
|
|
|
(739
|
)
|
||
Accounts payable, accrued expenses and accrued royalties
|
(5,518
|
)
|
|
(40,649
|
)
|
||
Deferred revenue
|
1,151
|
|
|
2,405
|
|
||
Other assets and liabilities
|
(773
|
)
|
|
(5,262
|
)
|
||
Net cash used in operating activities
|
(12,339
|
)
|
|
(22,495
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Cash invested in multi-client data library
|
(8,648
|
)
|
|
(13,598
|
)
|
||
Purchase of property, plant, equipment and seismic rental assets
|
(340
|
)
|
|
(17,213
|
)
|
||
Other investing activities
|
—
|
|
|
257
|
|
||
Net cash used in investing activities
|
(8,988
|
)
|
|
(30,554
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Borrowings under revolving line of credit
|
15,000
|
|
|
—
|
|
||
Repurchase of common stock
|
(964
|
)
|
|
—
|
|
||
Payments on notes payable and long-term debt
|
(4,786
|
)
|
|
(3,560
|
)
|
||
Costs associated with issuance of debt
|
(6,174
|
)
|
|
—
|
|
||
Payment to repurchase bonds
|
(15,000
|
)
|
|
—
|
|
||
Other financing activities
|
13
|
|
|
22
|
|
||
Net cash used in financing activities
|
(11,911
|
)
|
|
(3,538
|
)
|
||
Effect of change in foreign currency exchange rates on cash and cash equivalents
|
738
|
|
|
39
|
|
||
Net decrease in cash and cash equivalents
|
(32,500
|
)
|
|
(56,548
|
)
|
||
Cash and cash equivalents at beginning of period
|
84,933
|
|
|
173,608
|
|
||
Cash and cash equivalents at end of period
|
$
|
52,433
|
|
|
$
|
117,060
|
|
|
Severance Charges
(a)
|
|
Loss on Bond Exchange
(b)
|
|
Total
|
||||||
Cost of goods sold
|
$
|
1,077
|
|
|
$
|
—
|
|
|
$
|
1,077
|
|
Operating expenses
|
932
|
|
|
—
|
|
|
932
|
|
|||
Other expense
|
—
|
|
|
2,182
|
|
|
2,182
|
|
|||
Consolidated total
|
$
|
2,009
|
|
|
$
|
2,182
|
|
|
$
|
4,191
|
|
(a)
|
Represents severance charges related to the second quarter 2016 restructurings.
|
(b)
|
Represents a loss on exchange of bonds during the second quarter 2016.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net revenues:
|
|
|
|
|
|
|
|
||||||||
Solutions:
|
|
|
|
|
|
|
|
||||||||
New Venture
|
$
|
4,579
|
|
|
$
|
3,636
|
|
|
$
|
7,885
|
|
|
$
|
8,665
|
|
Data Library
|
6,275
|
|
|
7,509
|
|
|
10,547
|
|
|
9,646
|
|
||||
Total multi-client revenues
|
10,854
|
|
|
11,145
|
|
|
18,432
|
|
|
18,311
|
|
||||
Data Processing
|
7,764
|
|
|
11,205
|
|
|
13,204
|
|
|
23,038
|
|
||||
Total
|
$
|
18,618
|
|
|
$
|
22,350
|
|
|
$
|
31,636
|
|
|
$
|
41,349
|
|
Systems
|
$
|
6,626
|
|
|
$
|
7,674
|
|
|
$
|
11,985
|
|
|
$
|
20,443
|
|
Software:
|
|
|
|
|
|
|
|
||||||||
Software Systems
|
$
|
4,096
|
|
|
$
|
5,798
|
|
|
$
|
8,246
|
|
|
$
|
13,527
|
|
Services
|
379
|
|
|
973
|
|
|
517
|
|
|
2,054
|
|
||||
Total
|
$
|
4,475
|
|
|
$
|
6,771
|
|
|
$
|
8,763
|
|
|
$
|
15,581
|
|
Ocean Bottom Services
|
$
|
6,433
|
|
|
$
|
—
|
|
|
$
|
6,433
|
|
|
$
|
—
|
|
Total
|
$
|
36,152
|
|
|
$
|
36,795
|
|
|
$
|
58,817
|
|
|
$
|
77,373
|
|
Gross profit (loss):
|
|
|
|
|
|
|
|
||||||||
Solutions
|
$
|
(3,533
|
)
|
|
$
|
(7,856
|
)
|
|
$
|
(13,306
|
)
|
|
$
|
(18,248
|
)
|
Systems
|
1,358
|
|
|
1,500
|
|
|
2,721
|
|
|
6,059
|
|
||||
Software
|
2,761
|
|
|
4,208
|
|
|
5,287
|
|
|
9,798
|
|
||||
Ocean Bottom Services
|
4,267
|
|
|
(7,987
|
)
|
|
1,221
|
|
|
(23,532
|
)
|
||||
Total
|
$
|
4,853
|
|
|
$
|
(10,135
|
)
|
|
$
|
(4,077
|
)
|
|
$
|
(25,923
|
)
|
Gross margin:
|
|
|
|
|
|
|
|
||||||||
Solutions
|
(19
|
)%
|
|
(35
|
)%
|
|
(42
|
)%
|
|
(44
|
)%
|
||||
Systems
|
20
|
%
|
|
20
|
%
|
|
23
|
%
|
|
30
|
%
|
||||
Software
|
62
|
%
|
|
62
|
%
|
|
60
|
%
|
|
63
|
%
|
||||
Ocean Bottom Services
|
66
|
%
|
|
—
|
%
|
|
19
|
%
|
|
—
|
%
|
||||
Total
|
13
|
%
|
|
(28
|
)%
|
|
(7
|
)%
|
|
(34
|
)%
|
||||
Income (loss) from operations:
|
|
|
|
|
|
|
|
||||||||
Solutions
|
$
|
(8,649
|
)
|
|
$
|
(19,756
|
)
|
|
$
|
(24,126
|
)
|
|
$
|
(41,534
|
)
|
Systems
|
(1,843
|
)
|
|
(2,379
|
)
|
|
(4,352
|
)
|
|
(1,365
|
)
|
||||
Software
|
899
|
|
|
2,095
|
|
|
1,895
|
|
|
5,430
|
|
||||
Ocean Bottom Services
|
2,884
|
|
|
(10,008
|
)
|
|
(1,330
|
)
|
|
(27,567
|
)
|
||||
Corporate and other
|
(9,879
|
)
|
|
(10,641
|
)
|
|
(18,804
|
)
|
|
(22,342
|
)
|
||||
Loss from operations
|
(16,588
|
)
|
|
(40,689
|
)
|
|
(46,717
|
)
|
|
(87,378
|
)
|
||||
Interest expense, net
|
(4,702
|
)
|
|
(4,607
|
)
|
|
(9,436
|
)
|
|
(9,232
|
)
|
||||
Other income (expense), net
|
(1,717
|
)
|
|
101,600
|
|
|
(1,597
|
)
|
|
98,381
|
|
||||
Income (loss) before income taxes
|
$
|
(23,007
|
)
|
|
$
|
56,304
|
|
|
$
|
(57,750
|
)
|
|
$
|
1,771
|
|
|
|
|
|
|
|
|
|
Obligations (in thousands)
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Senior secured second-priority notes
(maturing December 15, 2021)
|
|
$
|
120,569
|
|
|
$
|
—
|
|
Senior secured third-priority notes
(maturing May 15, 2018)
|
|
28,497
|
|
|
175,000
|
|
||
Revolving line of credit
|
|
15,000
|
|
|
—
|
|
||
Equipment capital leases
|
|
6,068
|
|
|
9,762
|
|
||
Other debt
|
|
685
|
|
|
1,558
|
|
||
Costs associated with issuances of debt
(1)
|
|
(5,318
|
)
|
|
(3,328
|
)
|
||
Total
|
|
165,501
|
|
|
182,992
|
|
||
Current portion of long-term debt and lease obligations
|
|
(20,371
|
)
|
|
(7,912
|
)
|
||
Non-current portion of long-term debt and lease obligations
|
|
$
|
145,130
|
|
|
$
|
175,080
|
|
(1)
|
Represents debt issuance costs presented as a direct deduction from the carrying amount of the associated debt liability.
|
•
|
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.
|
Date
|
|
Percentage
|
2015
|
|
104.063%
|
2016
|
|
102.031%
|
2017 and thereafter
|
|
100.000%
|
Date
|
|
Percentage
|
2019
|
|
105.500%
|
2020
|
|
103.500%
|
2021 and thereafter
|
|
100.000%
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income (loss) attributable to ION
|
$
|
(25,342
|
)
|
|
$
|
56,069
|
|
|
$
|
(60,356
|
)
|
|
$
|
805
|
|
Weighted average number of common shares outstanding
|
11,415
|
|
|
10,979
|
|
|
11,008
|
|
|
10,975
|
|
||||
Effect of dilutive stock awards
|
—
|
|
|
1
|
|
|
—
|
|
|
2
|
|
||||
Weighted average number of diluted common shares outstanding
|
11,415
|
|
|
10,980
|
|
|
11,008
|
|
|
10,977
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic net income (loss) per share
|
$
|
(2.22
|
)
|
|
$
|
5.11
|
|
|
$
|
(5.48
|
)
|
|
$
|
0.07
|
|
Diluted net income (loss) per share
|
$
|
(2.22
|
)
|
|
$
|
5.11
|
|
|
$
|
(5.48
|
)
|
|
$
|
0.07
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Reductions of loss contingency related to legal proceedings (Footnote 7)
|
$
|
—
|
|
|
$
|
101,978
|
|
|
$
|
—
|
|
|
$
|
101,978
|
|
Facility restructuring charges
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,913
|
)
|
||||
Loss on bond exchange
|
(2,182
|
)
|
|
—
|
|
|
(2,182
|
)
|
|
—
|
|
||||
Other income (expense), net
|
465
|
|
|
(378
|
)
|
|
585
|
|
|
(1,684
|
)
|
||||
Total other income (expense), net
|
$
|
(1,717
|
)
|
|
$
|
101,600
|
|
|
$
|
(1,597
|
)
|
|
$
|
98,381
|
|
The following table is a summary of inventories (in thousands):
|
June 30, 2016
|
|
December 31, 2015
|
||||
Raw materials and subassemblies
|
$
|
34,430
|
|
|
$
|
34,949
|
|
Work-in-process
|
9,442
|
|
|
8,478
|
|
||
Finished goods
|
14,577
|
|
|
13,769
|
|
||
Reserve for excess and obsolete inventories
|
(24,072
|
)
|
|
(24,475
|
)
|
||
Total
|
$
|
34,377
|
|
|
$
|
32,721
|
|
The following table is a summary of other long-term liabilities (in thousands):
|
June 30, 2016
|
|
December 31, 2015
|
||||
Accrual for loss contingency related to legal proceedings (Footnote 7)
|
$
|
22,000
|
|
|
$
|
22,000
|
|
Deferred rents
|
13,297
|
|
|
13,394
|
|
||
Facility restructuring accrual
|
2,410
|
|
|
3,006
|
|
||
Deferred income tax liability
|
5,186
|
|
|
4,734
|
|
||
Other long-term liabilities
|
1,158
|
|
|
1,231
|
|
||
Total
|
$
|
44,051
|
|
|
$
|
44,365
|
|
|
|
Foreign currency translation adjustments
|
|
Total
|
||||
Accumulated other comprehensive loss at December 31, 2015
|
|
$
|
(14,781
|
)
|
|
$
|
(14,781
|
)
|
Net current-period other comprehensive loss
|
|
(4,199
|
)
|
(a)
|
(4,199
|
)
|
||
Accumulated other comprehensive loss at June 30, 2016
|
|
$
|
(18,980
|
)
|
|
$
|
(18,980
|
)
|
|
|
|
|
|
(a)
|
Represents the impact of foreign currency translation adjustments, primarily due to the devaluation of the British Pound Sterling (“GBP”) following the vote by the British people to leave the European Union (“Brexit”) on the Company’s GBP-denominated balances, including
£15.7 million
of goodwill.
|
|
Six Months Ended June 30,
|
|
||||||
|
2016
|
|
2015
|
|
||||
Cash paid during the period for:
|
|
|
|
|
||||
Interest
|
$
|
8,149
|
|
|
$
|
7,843
|
|
|
Income taxes (refunds)
|
(6
|
)
|
|
9,649
|
|
|
||
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
|
—
|
|
|
6,706
|
|
|
||
Bond exchange
|
10,740
|
|
(a)
|
—
|
|
|
||
Transfer of inventory to property, plant, equipment and seismic rental equipment
|
—
|
|
|
15,936
|
|
(b)
|
(a)
|
This represents the non cash portion of the bond exchange.
|
(b)
|
This transfer of inventory to property, plant, equipment and seismic rental equipment relates to ocean bottom seismic equipment manufactured by the Company to be deployed in the acquisition of ocean bottom seismic data.
|
|
March 1, 2016
|
Risk-free interest rates
|
1.81%
|
Expected lives (in years)
|
4.0
|
Expected dividend yield
|
—%
|
Expected volatility
|
70.99%
|
•
|
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.
|
|
June 30, 2016
|
||||||||||||||||||
Balance Sheet
|
ION Geophysical Corporation
|
|
The Guarantors
|
|
All Other Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
25,983
|
|
|
$
|
—
|
|
|
$
|
26,450
|
|
|
$
|
—
|
|
|
$
|
52,433
|
|
Accounts receivable, net
|
2,479
|
|
|
7,295
|
|
|
10,320
|
|
|
—
|
|
|
20,094
|
|
|||||
Unbilled receivables
|
—
|
|
|
16,766
|
|
|
5,245
|
|
|
—
|
|
|
22,011
|
|
|||||
Inventories
|
—
|
|
|
10,210
|
|
|
24,167
|
|
|
—
|
|
|
34,377
|
|
|||||
Prepaid expenses and other current assets
|
3,699
|
|
|
994
|
|
|
12,768
|
|
|
—
|
|
|
17,461
|
|
|||||
Total current assets
|
32,161
|
|
|
35,265
|
|
|
78,950
|
|
|
—
|
|
|
146,376
|
|
|||||
Property, plant, equipment and seismic rental equipment, net
|
2,617
|
|
|
15,616
|
|
|
40,179
|
|
|
—
|
|
|
58,412
|
|
|||||
Multi-client data library, net
|
—
|
|
|
107,922
|
|
|
10,625
|
|
|
—
|
|
|
118,547
|
|
|||||
Investment in subsidiaries
|
648,831
|
|
|
241,166
|
|
|
—
|
|
|
(889,997
|
)
|
|
—
|
|
|||||
Goodwill
|
—
|
|
|
—
|
|
|
24,025
|
|
|
—
|
|
|
24,025
|
|
|||||
Intangible assets, net
|
—
|
|
|
3,766
|
|
|
181
|
|
|
—
|
|
|
3,947
|
|
|||||
Intercompany receivables
|
303,615
|
|
|
—
|
|
|
—
|
|
|
(303,615
|
)
|
|
—
|
|
|||||
Other assets
|
2,135
|
|
|
145
|
|
|
234
|
|
|
—
|
|
|
2,514
|
|
|||||
Total assets
|
$
|
989,359
|
|
|
$
|
403,880
|
|
|
$
|
154,194
|
|
|
$
|
(1,193,612
|
)
|
|
$
|
353,821
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current maturities of long-term debt
|
$
|
15,053
|
|
|
$
|
4,896
|
|
|
$
|
422
|
|
|
$
|
—
|
|
|
$
|
20,371
|
|
Accounts payable
|
4,567
|
|
|
12,358
|
|
|
10,044
|
|
|
—
|
|
|
26,969
|
|
|||||
Accrued expenses
|
9,092
|
|
|
10,223
|
|
|
7,969
|
|
|
—
|
|
|
27,284
|
|
|||||
Accrued multi-client data library royalties
|
—
|
|
|
23,435
|
|
|
38
|
|
|
—
|
|
|
23,473
|
|
|||||
Deferred revenue
|
—
|
|
|
6,026
|
|
|
1,640
|
|
|
—
|
|
|
7,666
|
|
|||||
Total current liabilities
|
28,712
|
|
|
56,938
|
|
|
20,113
|
|
|
—
|
|
|
105,763
|
|
|||||
Long-term debt, net of current maturities
|
143,748
|
|
|
1,382
|
|
|
—
|
|
|
—
|
|
|
145,130
|
|
|||||
Intercompany payables
|
757,674
|
|
|
128,422
|
|
|
175,193
|
|
|
(1,061,289
|
)
|
|
—
|
|
|||||
Other long-term liabilities
|
498
|
|
|
33,639
|
|
|
9,914
|
|
|
—
|
|
|
44,051
|
|
|||||
Total liabilities
|
930,632
|
|
|
220,381
|
|
|
205,220
|
|
|
(1,061,289
|
)
|
|
294,944
|
|
|||||
Equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Common stock
|
118
|
|
|
290,460
|
|
|
19,138
|
|
|
(309,598
|
)
|
|
118
|
|
|||||
Additional paid-in capital
|
897,476
|
|
|
180,700
|
|
|
232,590
|
|
|
(413,290
|
)
|
|
897,476
|
|
|||||
Accumulated earnings (deficit)
|
(819,887
|
)
|
|
202,061
|
|
|
(20,569
|
)
|
|
(181,492
|
)
|
|
(819,887
|
)
|
|||||
Accumulated other comprehensive income (loss)
|
(18,980
|
)
|
|
4,420
|
|
|
(18,803
|
)
|
|
14,383
|
|
|
(18,980
|
)
|
|||||
Due from ION Geophysical Corporation
|
—
|
|
|
(494,142
|
)
|
|
(263,532
|
)
|
|
757,674
|
|
|
—
|
|
|||||
Total stockholders’ equity
|
58,727
|
|
|
183,499
|
|
|
(51,176
|
)
|
|
(132,323
|
)
|
|
58,727
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
150
|
|
|
—
|
|
|
150
|
|
|||||
Total equity
|
58,727
|
|
|
183,499
|
|
|
(51,026
|
)
|
|
(132,323
|
)
|
|
58,877
|
|
|||||
Total liabilities and equity
|
$
|
989,359
|
|
|
$
|
403,880
|
|
|
$
|
154,194
|
|
|
$
|
(1,193,612
|
)
|
|
$
|
353,821
|
|
|
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
|
|
|
Three Months Ended June 30, 2016
|
||||||||||||||||||
Income Statement
|
ION Geophysical Corporation
|
|
The Guarantors
|
|
All Other Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Net revenues
|
$
|
—
|
|
|
$
|
17,590
|
|
|
$
|
18,564
|
|
|
$
|
(2
|
)
|
|
$
|
36,152
|
|
Cost of sales
|
—
|
|
|
22,910
|
|
|
8,391
|
|
|
(2
|
)
|
|
31,299
|
|
|||||
Gross profit (loss)
|
—
|
|
|
(5,320
|
)
|
|
10,173
|
|
|
—
|
|
|
4,853
|
|
|||||
Total operating expenses
|
9,791
|
|
|
6,685
|
|
|
4,965
|
|
|
—
|
|
|
21,441
|
|
|||||
Income (loss) from operations
|
(9,791
|
)
|
|
(12,005
|
)
|
|
5,208
|
|
|
—
|
|
|
(16,588
|
)
|
|||||
Interest expense, net
|
(4,641
|
)
|
|
(77
|
)
|
|
16
|
|
|
—
|
|
|
(4,702
|
)
|
|||||
Intercompany interest, net
|
219
|
|
|
(1,095
|
)
|
|
876
|
|
|
—
|
|
|
—
|
|
|||||
Equity in earnings (losses) of investments
|
(8,976
|
)
|
|
5,932
|
|
|
—
|
|
|
3,044
|
|
|
—
|
|
|||||
Other income (expense)
|
(2,112
|
)
|
|
182
|
|
|
213
|
|
|
—
|
|
|
(1,717
|
)
|
|||||
Net income (loss) before income taxes
|
(25,301
|
)
|
|
(7,063
|
)
|
|
6,313
|
|
|
3,044
|
|
|
(23,007
|
)
|
|||||
Income tax expense
|
41
|
|
|
496
|
|
|
1,719
|
|
|
—
|
|
|
2,256
|
|
|||||
Net income (loss)
|
(25,342
|
)
|
|
(7,559
|
)
|
|
4,594
|
|
|
3,044
|
|
|
(25,263
|
)
|
|||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(79
|
)
|
|
—
|
|
|
(79
|
)
|
|||||
Net income (loss) attributable to ION
|
(25,342
|
)
|
|
(7,559
|
)
|
|
4,515
|
|
|
3,044
|
|
|
(25,342
|
)
|
|||||
Comprehensive net loss
|
$
|
(28,057
|
)
|
|
$
|
(7,559
|
)
|
|
$
|
1,800
|
|
|
$
|
5,816
|
|
|
$
|
(28,000
|
)
|
Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(79
|
)
|
|
—
|
|
|
(79
|
)
|
|||||
Comprehensive net income (loss) attributable to ION
|
$
|
(28,057
|
)
|
|
$
|
(7,559
|
)
|
|
$
|
1,721
|
|
|
$
|
5,816
|
|
|
$
|
(28,079
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2015
|
||||||||||||||||||
Income Statement
|
ION Geophysical Corporation
|
|
The Guarantors
|
|
All Other Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Net revenues
|
$
|
—
|
|
|
$
|
22,465
|
|
|
$
|
14,765
|
|
|
$
|
(435
|
)
|
|
$
|
36,795
|
|
Cost of sales
|
—
|
|
|
28,227
|
|
|
19,138
|
|
|
(435
|
)
|
|
46,930
|
|
|||||
Gross loss
|
—
|
|
|
(5,762
|
)
|
|
(4,373
|
)
|
|
—
|
|
|
(10,135
|
)
|
|||||
Total operating expenses
|
6,466
|
|
|
12,805
|
|
|
11,283
|
|
|
—
|
|
|
30,554
|
|
|||||
Loss from operations
|
(6,466
|
)
|
|
(18,567
|
)
|
|
(15,656
|
)
|
|
—
|
|
|
(40,689
|
)
|
|||||
Interest expense, net
|
(4,506
|
)
|
|
(100
|
)
|
|
(1
|
)
|
|
—
|
|
|
(4,607
|
)
|
|||||
Intercompany interest, net
|
143
|
|
|
(745
|
)
|
|
602
|
|
|
—
|
|
|
—
|
|
|||||
Equity in earnings (losses) of investments
|
66,986
|
|
|
(14,028
|
)
|
|
—
|
|
|
(52,958
|
)
|
|
—
|
|
|||||
Other income (expense)
|
(29
|
)
|
|
101,954
|
|
|
(325
|
)
|
|
—
|
|
|
101,600
|
|
|||||
Net income (loss) before income taxes
|
56,128
|
|
|
68,514
|
|
|
(15,380
|
)
|
|
(52,958
|
)
|
|
56,304
|
|
|||||
Income tax expense
|
59
|
|
|
123
|
|
|
350
|
|
|
—
|
|
|
532
|
|
|||||
Net income (loss)
|
56,069
|
|
|
68,391
|
|
|
(15,730
|
)
|
|
(52,958
|
)
|
|
55,772
|
|
|||||
Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
297
|
|
|
—
|
|
|
297
|
|
|||||
Net income (loss) attributable to ION
|
56,069
|
|
|
68,391
|
|
|
(15,433
|
)
|
|
(52,958
|
)
|
|
56,069
|
|
|||||
Comprehensive net income (loss)
|
$
|
58,022
|
|
|
$
|
70,390
|
|
|
$
|
(13,731
|
)
|
|
$
|
(56,956
|
)
|
|
$
|
57,725
|
|
Comprehensive loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
297
|
|
|
—
|
|
|
297
|
|
|||||
Comprehensive net income (loss) attributable to ION
|
$
|
58,022
|
|
|
$
|
70,390
|
|
|
$
|
(13,434
|
)
|
|
$
|
(56,956
|
)
|
|
$
|
58,022
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2016
|
||||||||||||||||||
Income Statement
|
ION Geophysical Corporation
|
|
The Guarantors
|
|
All Other Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Net revenues
|
$
|
—
|
|
|
$
|
28,752
|
|
|
$
|
30,065
|
|
|
$
|
—
|
|
|
$
|
58,817
|
|
Cost of sales
|
—
|
|
|
44,337
|
|
|
18,557
|
|
|
—
|
|
|
62,894
|
|
|||||
Gross profit (loss)
|
—
|
|
|
(15,585
|
)
|
|
11,508
|
|
|
—
|
|
|
(4,077
|
)
|
|||||
Total operating expenses
|
17,202
|
|
|
14,501
|
|
|
10,937
|
|
|
—
|
|
|
42,640
|
|
|||||
Income (loss) from operations
|
(17,202
|
)
|
|
(30,086
|
)
|
|
571
|
|
|
—
|
|
|
(46,717
|
)
|
|||||
Interest expense, net
|
(9,334
|
)
|
|
(147
|
)
|
|
45
|
|
|
—
|
|
|
(9,436
|
)
|
|||||
Intercompany interest, net
|
451
|
|
|
(2,112
|
)
|
|
1,661
|
|
|
—
|
|
|
—
|
|
|||||
Equity in earnings (losses) of investments
|
(32,111
|
)
|
|
4,124
|
|
|
—
|
|
|
27,987
|
|
|
—
|
|
|||||
Other income (expense)
|
(2,086
|
)
|
|
(177
|
)
|
|
666
|
|
|
—
|
|
|
(1,597
|
)
|
|||||
Net income (loss) before income taxes
|
(60,282
|
)
|
|
(28,398
|
)
|
|
2,943
|
|
|
27,987
|
|
|
(57,750
|
)
|
|||||
Income tax expense
|
74
|
|
|
749
|
|
|
1,726
|
|
|
—
|
|
|
2,549
|
|
|||||
Net income (loss)
|
(60,356
|
)
|
|
(29,147
|
)
|
|
1,217
|
|
|
27,987
|
|
|
(60,299
|
)
|
|||||
Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(57
|
)
|
|
—
|
|
|
(57
|
)
|
|||||
Net income (loss) attributable to ION
|
(60,356
|
)
|
|
(29,147
|
)
|
|
1,160
|
|
|
27,987
|
|
|
(60,356
|
)
|
|||||
Comprehensive net loss
|
$
|
(64,555
|
)
|
|
$
|
(29,147
|
)
|
|
$
|
(3,039
|
)
|
|
$
|
32,243
|
|
|
$
|
(64,498
|
)
|
Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(57
|
)
|
|
—
|
|
|
(57
|
)
|
|||||
Comprehensive net loss attributable to ION
|
$
|
(64,555
|
)
|
|
$
|
(29,147
|
)
|
|
$
|
(3,096
|
)
|
|
$
|
32,243
|
|
|
$
|
(64,555
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2015
|
||||||||||||||||||
Income Statement
|
ION Geophysical Corporation
|
|
The Guarantors
|
|
All Other Subsidiaries
|
|
Consolidating Adjustments
|
|
Total Consolidated
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Net revenues
|
$
|
—
|
|
|
$
|
41,314
|
|
|
$
|
36,900
|
|
|
$
|
(841
|
)
|
|
$
|
77,373
|
|
Cost of sales
|
—
|
|
|
53,002
|
|
|
51,135
|
|
|
(841
|
)
|
|
103,296
|
|
|||||
Gross loss
|
—
|
|
|
(11,688
|
)
|
|
(14,235
|
)
|
|
—
|
|
|
(25,923
|
)
|
|||||
Total operating expenses
|
14,382
|
|
|
25,885
|
|
|
21,188
|
|
|
—
|
|
|
61,455
|
|
|||||
Loss from operations
|
(14,382
|
)
|
|
(37,573
|
)
|
|
(35,423
|
)
|
|
—
|
|
|
(87,378
|
)
|
|||||
Interest expense, net
|
(9,057
|
)
|
|
(172
|
)
|
|
(3
|
)
|
|
—
|
|
|
(9,232
|
)
|
|||||
Intercompany interest, net
|
282
|
|
|
(1,402
|
)
|
|
1,120
|
|
|
—
|
|
|
—
|
|
|||||
Equity in earnings (losses) of investments
|
24,129
|
|
|
(32,950
|
)
|
|
—
|
|
|
8,821
|
|
|
—
|
|
|||||
Other income (expense)
|
(58
|
)
|
|
101,969
|
|
|
(3,530
|
)
|
|
—
|
|
|
98,381
|
|
|||||
Net income (loss) before income taxes
|
914
|
|
|
29,872
|
|
|
(37,836
|
)
|
|
8,821
|
|
|
1,771
|
|
|||||
Income tax expense
|
109
|
|
|
174
|
|
|
1,232
|
|
|
—
|
|
|
1,515
|
|
|||||
Net income (loss)
|
805
|
|
|
29,698
|
|
|
(39,068
|
)
|
|
8,821
|
|
|
256
|
|
|||||
Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
549
|
|
|
—
|
|
|
549
|
|
|||||
Net income (loss) applicable to ION
|
805
|
|
|
29,698
|
|
|
(38,519
|
)
|
|
8,821
|
|
|
805
|
|
|||||
Comprehensive net income (loss)
|
$
|
1,413
|
|
|
$
|
30,337
|
|
|
$
|
(38,429
|
)
|
|
$
|
7,543
|
|
|
$
|
864
|
|
Comprehensive loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
549
|
|
|
—
|
|
|
549
|
|
|||||
Comprehensive net income (loss) attributable to ION
|
$
|
1,413
|
|
|
$
|
30,337
|
|
|
$
|
(37,880
|
)
|
|
$
|
7,543
|
|
|
$
|
1,413
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 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
|
$
|
11,112
|
|
|
$
|
7,580
|
|
|
$
|
(31,031
|
)
|
|
$
|
(12,339
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||||||
Cash invested in multi-client data library
|
—
|
|
|
(8,648
|
)
|
|
—
|
|
|
(8,648
|
)
|
||||
Purchase of property, plant, equipment and seismic rental equipment
|
—
|
|
|
(340
|
)
|
|
—
|
|
|
(340
|
)
|
||||
Net cash used in investing activities
|
—
|
|
|
(8,988
|
)
|
|
—
|
|
|
(8,988
|
)
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||||||
Borrowings under revolving line of credit
|
15,000
|
|
|
—
|
|
|
—
|
|
|
15,000
|
|
||||
Repurchase of common stock
|
(964
|
)
|
|
—
|
|
|
—
|
|
|
(964
|
)
|
||||
Payments on notes payable and long-term debt
|
(433
|
)
|
|
(3,986
|
)
|
|
(367
|
)
|
|
(4,786
|
)
|
||||
Costs associated with issuance of debt
|
(6,174
|
)
|
|
—
|
|
|
—
|
|
|
(6,174
|
)
|
||||
Intercompany lending
|
(11,305
|
)
|
|
5,394
|
|
|
5,911
|
|
|
—
|
|
||||
Payment to repurchase bonds
|
(15,000
|
)
|
|
—
|
|
|
—
|
|
|
(15,000
|
)
|
||||
Other financing activities
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||
Net cash provided by (used in) financing activities
|
(18,863
|
)
|
|
1,408
|
|
|
5,544
|
|
|
(11,911
|
)
|
||||
Effect of change in foreign currency exchange rates on cash and cash equivalents
|
—
|
|
|
—
|
|
|
738
|
|
|
738
|
|
||||
Net decrease in cash and cash equivalents
|
(7,751
|
)
|
|
—
|
|
|
(24,749
|
)
|
|
(32,500
|
)
|
||||
Cash and cash equivalents at beginning of period
|
33,734
|
|
|
—
|
|
|
51,199
|
|
|
84,933
|
|
||||
Cash and cash equivalents at end of period
|
$
|
25,983
|
|
|
$
|
—
|
|
|
$
|
26,450
|
|
|
$
|
52,433
|
|
|
Six Months Ended June 30, 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
|
$
|
(78,847
|
)
|
|
$
|
46,942
|
|
|
$
|
9,410
|
|
|
$
|
(22,495
|
)
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||||||
Investment in multi-client data library
|
—
|
|
|
(12,728
|
)
|
|
(870
|
)
|
|
(13,598
|
)
|
||||
Purchase of property, plant, equipment and seismic rental equipment
|
(347
|
)
|
|
(774
|
)
|
|
(16,092
|
)
|
|
(17,213
|
)
|
||||
Other investing activities
|
—
|
|
|
257
|
|
|
—
|
|
|
257
|
|
||||
Net cash used in investing activities
|
(347
|
)
|
|
(13,245
|
)
|
|
(16,962
|
)
|
|
(30,554
|
)
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||||||
Payments on notes payable and long-term debt
|
—
|
|
|
(2,927
|
)
|
|
(633
|
)
|
|
(3,560
|
)
|
||||
Intercompany lending
|
29,755
|
|
|
(30,770
|
)
|
|
1,015
|
|
|
—
|
|
||||
Other financing activities
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
||||
Net cash provided by (used in) financing activities
|
29,777
|
|
|
(33,697
|
)
|
|
382
|
|
|
(3,538
|
)
|
||||
Effect of change in foreign currency exchange rates on cash and cash equivalents
|
—
|
|
|
—
|
|
|
39
|
|
|
39
|
|
||||
Net decrease in cash and cash equivalents
|
(49,417
|
)
|
|
—
|
|
|
(7,131
|
)
|
|
(56,548
|
)
|
||||
Cash and cash equivalents at beginning of period
|
109,514
|
|
|
—
|
|
|
64,094
|
|
|
173,608
|
|
||||
Cash and cash equivalents at end of period
|
$
|
60,097
|
|
|
$
|
—
|
|
|
$
|
56,963
|
|
|
$
|
117,060
|
|
•
|
E&P Operations Optimization will now be comprised of Systems (to be renamed Devices), and Software. The manufacturing, engineering, research and development of ocean bottom systems will no longer be a part of Devices, and they will be within Ocean Bottom Services as noted below.
|
•
|
E&P Technology and Services, formerly Solutions, will continue to be comprised of the groups that support our New Venture and Data Library (together multi-client) revenues and Imaging Services group (Data Processing revenues).
|
•
|
Ocean Bottom Services (currently OceanGeo) will also include: the manufacturing, engineering, research and development of ocean bottom systems.
|
|
|
|
||
Total debt extinguished
|
$
|
146,503
|
|
|
Carrying amount of debt issuance cost
|
(2,376
|
)
|
|
|
Net carrying amount of debt
|
144,127
|
|
|
|
|
|
|
||
New Second Lien Notes issued in exchange
|
120,569
|
|
|
|
Cash paid
|
15,000
|
|
|
|
Common stock issued
|
10,740
|
|
(a)
|
|
Total consideration issued in exchange
|
146,309
|
|
|
|
|
|
|
||
Loss on extinguishment of debt
|
$
|
(2,182
|
)
|
|
(a)
|
1,205,477 shares issued at $8.91 per share
.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
||||||||
Net revenues:
|
|
|
|
|
|
|
|
|
||||||||
Solutions:
|
|
|
|
|
|
|
|
|
||||||||
New Venture
|
$
|
4,579
|
|
|
$
|
3,636
|
|
|
$
|
7,885
|
|
|
$
|
8,665
|
|
|
Data Library
|
6,275
|
|
|
7,509
|
|
|
10,547
|
|
|
9,646
|
|
|
||||
Total multi-client revenues
|
10,854
|
|
|
11,145
|
|
|
18,432
|
|
|
18,311
|
|
|
||||
Data Processing
|
7,764
|
|
|
11,205
|
|
|
13,204
|
|
|
23,038
|
|
|
||||
Total
|
$
|
18,618
|
|
|
$
|
22,350
|
|
|
$
|
31,636
|
|
|
$
|
41,349
|
|
|
Systems
|
$
|
6,626
|
|
|
$
|
7,674
|
|
|
$
|
11,985
|
|
|
$
|
20,443
|
|
|
Software:
|
|
|
|
|
|
|
|
|
||||||||
Software Systems
|
$
|
4,096
|
|
|
$
|
5,798
|
|
|
$
|
8,246
|
|
|
$
|
13,527
|
|
|
Services
|
379
|
|
|
973
|
|
|
517
|
|
|
2,054
|
|
|
||||
Total
|
$
|
4,475
|
|
|
$
|
6,771
|
|
|
$
|
8,763
|
|
|
$
|
15,581
|
|
|
Ocean Bottom Services
|
$
|
6,433
|
|
|
$
|
—
|
|
|
$
|
6,433
|
|
|
$
|
—
|
|
|
Total
|
$
|
36,152
|
|
|
$
|
36,795
|
|
|
$
|
58,817
|
|
|
$
|
77,373
|
|
|
Gross profit (loss):
|
|
|
|
|
|
|
|
|
||||||||
Solutions
|
$
|
(3,533
|
)
|
|
$
|
(7,856
|
)
|
|
$
|
(13,306
|
)
|
|
$
|
(18,248
|
)
|
|
Systems
|
1,358
|
|
|
1,500
|
|
|
2,721
|
|
|
6,059
|
|
|
||||
Software
|
2,761
|
|
|
4,208
|
|
|
5,287
|
|
|
9,798
|
|
|
||||
Ocean Bottom Services
|
4,267
|
|
|
(7,987
|
)
|
|
1,221
|
|
|
(23,532
|
)
|
|
||||
Total
|
$
|
4,853
|
|
|
$
|
(10,135
|
)
|
|
$
|
(4,077
|
)
|
|
$
|
(25,923
|
)
|
|
Gross margin:
|
|
|
|
|
|
|
|
|
||||||||
Solutions
|
(19
|
)%
|
|
(35
|
)%
|
|
(42
|
)%
|
|
(44
|
)%
|
|
||||
Systems
|
20
|
%
|
|
20
|
%
|
|
23
|
%
|
|
30
|
%
|
|
||||
Software
|
62
|
%
|
|
62
|
%
|
|
60
|
%
|
|
63
|
%
|
|
||||
Ocean Bottom Services
|
66
|
%
|
|
—
|
%
|
|
19
|
%
|
|
—
|
%
|
|
||||
Total
|
13
|
%
|
|
(28
|
)%
|
|
(7
|
)%
|
|
(34
|
)%
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
||||||||
Income (loss) from operations:
|
|
|
|
|
|
|
|
|
||||||||
Solutions
|
$
|
(8,649
|
)
|
|
$
|
(19,756
|
)
|
|
$
|
(24,126
|
)
|
|
$
|
(41,534
|
)
|
|
Systems
|
(1,843
|
)
|
|
(2,379
|
)
|
|
(4,352
|
)
|
|
(1,365
|
)
|
|
||||
Software
|
899
|
|
|
2,095
|
|
|
1,895
|
|
|
5,430
|
|
|
||||
Ocean Bottom Services
|
2,884
|
|
|
(10,008
|
)
|
|
(1,330
|
)
|
|
(27,567
|
)
|
|
||||
Corporate and other
|
(9,879
|
)
|
|
(10,641
|
)
|
|
(18,804
|
)
|
|
(22,342
|
)
|
|
||||
Loss from operations
|
$
|
(16,588
|
)
|
|
$
|
(40,689
|
)
|
|
$
|
(46,717
|
)
|
|
$
|
(87,378
|
)
|
|
Operating margin:
|
|
|
|
|
|
|
|
|
||||||||
Solutions
|
(46
|
)%
|
|
(88
|
)%
|
|
(76
|
)%
|
|
(100
|
)%
|
|
||||
Systems
|
(28
|
)%
|
|
(31
|
)%
|
|
(36
|
)%
|
|
(7
|
)%
|
|
||||
Software
|
20
|
%
|
|
31
|
%
|
|
22
|
%
|
|
35
|
%
|
|
||||
Ocean Bottom Services
|
45
|
%
|
|
—
|
%
|
|
(21
|
)%
|
|
—
|
%
|
|
||||
Corporate and other
|
(27
|
)%
|
|
(29
|
)%
|
|
(32
|
)%
|
|
(29
|
)%
|
|
||||
Total
|
(46
|
)%
|
|
(111
|
)%
|
|
(79
|
)%
|
|
(113
|
)%
|
|
||||
Net income (loss) attributable to ION
|
$
|
(25,342
|
)
|
|
$
|
56,069
|
|
|
$
|
(60,356
|
)
|
|
$
|
805
|
|
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
||||||||
Diluted
|
$
|
(2.22
|
)
|
|
$
|
5.11
|
|
|
$
|
(5.48
|
)
|
|
$
|
0.07
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Special Items
|
4,191
|
|
(a)
|
(100,804
|
)
|
(b)
|
4,191
|
|
(a)
|
(97,052
|
)
|
(c)
|
||||
Net income (loss) attributable to ION as adjusted
|
$
|
(21,151
|
)
|
|
$
|
(44,735
|
)
|
|
$
|
(56,165
|
)
|
|
$
|
(96,247
|
)
|
|
Net income (loss) per share as adjusted:
|
|
|
|
|
|
|
|
|
||||||||
Diluted
|
$
|
(1.85
|
)
|
|
$
|
(4.07
|
)
|
|
$
|
(5.10
|
)
|
|
$
|
(8.77
|
)
|
|
(a)
|
Represents severance charges of $2.0 million and $2.2 million loss on extinguishment of debt associated with our second quarter bond exchange. See footnote 2 “
Restructurings and Special Items
” of Footnotes to Consolidated Financial Statements.”
|
(c)
|
In addition to note
(b)
, the six months ended June 30, 2015 includes severance and facility charges related to the first quarter 2015.
|
|
Three Months Ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Reductions of loss contingency related to legal proceedings (Footnote 7)
|
$
|
—
|
|
|
$
|
101,978
|
|
Loss on bond exchange
|
(2,182
|
)
|
|
—
|
|
||
Other income (expense), net
|
465
|
|
|
(378
|
)
|
||
Total other income (expense), net
|
$
|
(1,717
|
)
|
|
$
|
101,600
|
|
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Reductions of loss contingency related to legal proceedings (Footnote 7)
|
$
|
—
|
|
|
$
|
101,978
|
|
Facility restructuring charges
|
—
|
|
|
(1,913
|
)
|
||
Loss on bond exchange
|
(2,182
|
)
|
|
—
|
|
||
Other income (expense), net
|
585
|
|
|
(1,684
|
)
|
||
Total other income (expense), net
|
$
|
(1,597
|
)
|
|
$
|
98,381
|
|
Date
|
|
Percentage
|
2015
|
|
104.063%
|
2016
|
|
102.031%
|
2017 and thereafter
|
|
100.000%
|
Date
|
|
Percentage
|
2019
|
|
105.500%
|
2020
|
|
103.500%
|
2021 and thereafter
|
|
100.000%
|
The following table is a summary of net revenues by geographic area (in thousands):
|
Six Months Ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Net revenues by geographic area:
|
|
|
|
||||
Europe
|
$
|
17,092
|
|
|
$
|
28,610
|
|
North America
|
12,272
|
|
|
16,843
|
|
||
Africa
|
9,269
|
|
|
7,039
|
|
||
Latin America
|
7,506
|
|
|
7,667
|
|
||
Asia Pacific
|
6,172
|
|
|
9,182
|
|
||
Middle East
|
5,443
|
|
|
7,015
|
|
||
Other
|
1,063
|
|
|
1,017
|
|
||
Total
|
$
|
58,817
|
|
|
$
|
77,373
|
|
•
|
the expected outcome of the WesternGeco litigation and future potential adverse effects on our liquidity;
|
•
|
future oil and gas commodity prices;
|
•
|
future levels of capital expenditures of our customers for seismic activities;
|
•
|
the effects of current and future worldwide economic conditions (particularly in developing countries) and demand for oil and natural gas and seismic equipment and services;
|
•
|
future borrowing capacity on our
Credit Facility
based on future levels of our borrowing base;
|
•
|
the effects of current and future unrest in the Middle East, North Africa and other regions, including Ukraine;
|
•
|
the timing of anticipated revenues and the recognition of those revenues for financial accounting purposes;
|
•
|
the effects of ongoing and future industry consolidation, including, in particular, the effects of consolidation and vertical integration in the towed marine seismic streamers market;
|
•
|
the timing of future revenue realization of anticipated orders for multi-client survey projects and data processing work in our Solutions segment;
|
•
|
future levels of our capital expenditures;
|
•
|
future government regulations, particularly in the Gulf of Mexico;
|
•
|
expected net revenues, income from operations and net income;
|
•
|
expected gross margins for our services and products;
|
•
|
our Ocean Bottom Services chartered vessels remaining idle for an extended period;
|
•
|
future seismic industry fundamentals, including future demand for seismic services and equipment;
|
•
|
future benefits to our customers to be derived from new services and products;
|
•
|
future benefits to be derived from our investments in technologies, joint ventures and acquired companies;
|
•
|
future growth rates for our services and products;
|
•
|
the degree and rate of future market acceptance of our new services and products;
|
•
|
expectations regarding E&P companies and seismic contractor end-users purchasing our more technologically-advanced services and products;
|
•
|
anticipated timing and success of commercialization and capabilities of services and products under development and start-up costs associated with their development;
|
•
|
future cash needs and future availability of cash to fund our operations and pay our obligations;
|
•
|
potential future acquisitions;
|
•
|
future opportunities for new services and products and projected research and development expenses;
|
•
|
expected continued compliance with our debt financial covenants;
|
•
|
expectations regarding realization of deferred tax assets; and
|
•
|
anticipated results with respect to certain estimates we make for financial accounting purposes.
|
Period
|
|
(a)
Total Number of
Shares Acquired
|
|
(b)
Average Price Paid Per Share |
|
(c)
Total Number of Shares Purchased as Part of Publicly Announced Plans or Program |
|
(d)
Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plans or Program |
|||
April 1, 2016 to April 30, 2016
|
|
—
|
|
|
$
|
—
|
|
|
Not applicable
|
|
Not applicable
|
May 1, 2016 to May 31, 2016
|
|
—
|
|
|
$
|
—
|
|
|
Not applicable
|
|
Not applicable
|
June 1, 2016 to June 30, 2016
|
|
77
|
|
|
$
|
6.97
|
|
|
Not applicable
|
|
Not applicable
|
Total
|
|
77
|
|
|
$
|
6.97
|
|
|
|
|
|
4.1
|
|
Indenture, dated as of April 28, 2016, among ION Geophysical Corporation, the subsidiary guarantors named therein, Wilmington Savings Fund Society, FSB, as trustee and collateral agent filed on April 28, 2016 as Exhibit 4.1 to the Company’s Current Report on Form 8-K and incorporated by reference.
|
|
|
|
4.2
|
|
Form of Second Lien Note (included in Exhibit 4.1).
|
|
|
|
4.3
|
|
First Supplemental Indenture, dated as of April 28, 2016, to the Indenture, dated May 13, 2013, among ION Geophysical Corporation, the subsidiary guarantors named therein, Wilmington Savings Fund Society, FSB, as trustee, and U.S. Bank National Association, as collateral agent, filed on April 28, 2016 as Exhibit 4.3 to the Company’s Current Report on Form 8-K and incorporated by reference.
|
|
|
|
10.1
|
|
Second Amendment to the Revolving Credit and Security Agreement, dated as of April 28, 2016, among ION Geophysical Corporation and the subsidiary co-borrowers named therein, as borrowers, the financial institutions party thereto, as lenders, and PNC Bank, National Association, as agent for the lenders, filed on April 28, 2016 as Exhibit 10.2 to the Company’s Current Report on Form 8-K and incorporated by reference.
|
|
|
|
10.2
|
|
Intercreditor Agreement, dated as of April 28, 2016, by and among PNC Bank, National Association, as first lien representative and first lien collateral agent for the first lien secured parties, and Wilmington Savings Fund Society, FSB, as second lien representative and second lien collateral agent for the second lien secured parties and as third lien representative for the third lien secured parties, and U.S. Bank National Association as third lien collateral agent for the third lien secured parties and acknowledged and agreed to by ION Geophysical Corporation and the other grantors named therein, filed on April 28, 2016 as Exhibit 10.1 to the Company’s Current Report on Form 8-K and incorporated by reference.
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a).
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a).
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. §1350.
|
|
|
|
32.2
|
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. §1350.
|
|
|
|
101
|
|
The following materials are formatted in Extensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015, (ii) Condensed Consolidated Statements of Operations for the three- and six-months ended June 30, 2016 and 2015, (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three- and six-months ended June 30, 2016 and 2015, (iv) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015, (v) Footnotes to Unaudited Condensed Consolidated Financial Statements.
|
|
|
|
|
|
|
|
|
|
|
|
ION GEOPHYSICAL CORPORATION
|
||
|
|
|
|
|
By
|
|
/s/ Steven A. Bate
|
|
|
|
Steven A. Bate
|
|
|
|
Executive Vice President and Chief Financial Officer
|
Exhibit No.
|
|
Description
|
4.1
|
|
Indenture, dated as of April 28, 2016, among ION Geophysical Corporation, the subsidiary guarantors named therein, Wilmington Savings Fund Society, FSB, as trustee and collateral agent filed on April 28, 2016 as Exhibit 4.1 to the Company’s Current Report on Form 8-K and incorporated by reference.
|
|
|
|
4.2
|
|
Form of Second Lien Note (included in Exhibit 4.1).
|
|
|
|
4.3
|
|
First Supplemental Indenture, dated as of April 28, 2016, to the Indenture, dated May 13, 2013, among ION Geophysical Corporation, the subsidiary guarantors named therein, Wilmington Savings Fund Society, FSB, as trustee, and U.S. Bank National Association, as collateral agent, filed on April 28, 2016 as Exhibit 4.3 to the Company’s Current Report on Form 8-K and incorporated by reference.
|
|
|
|
10.1
|
|
Second Amendment to the Revolving Credit and Security Agreement, dated as of April 28, 2016, among ION Geophysical Corporation and the subsidiary co-borrowers named therein, as borrowers, the financial institutions party thereto, as lenders, and PNC Bank, National Association, as agent for the lenders, filed on April 28, 2016 as Exhibit 10.2 to the Company’s Current Report on Form 8-K and incorporated by reference.
|
|
|
|
10.2
|
|
Intercreditor Agreement, dated as of April 28, 2016, by and among PNC Bank, National Association, as first lien representative and first lien collateral agent for the first lien secured parties, and Wilmington Savings Fund Society, FSB, as second lien representative and second lien collateral agent for the second lien secured parties and as third lien representative for the third lien secured parties, and U.S. Bank National Association as third lien collateral agent for the third lien secured parties and acknowledged and agreed to by ION Geophysical Corporation and the other grantors named therein, filed on April 28, 2016 as Exhibit 10.1 to the Company’s Current Report on Form 8-K and incorporated by reference.
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a).
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a).
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. §1350.
|
|
|
|
32.2
|
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. §1350.
|
|
|
|
101
|
|
The following materials are formatted in Extensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets as of June 30, 2016 and December 31, 2015, (ii) Condensed Consolidated Statements of Operations for the three- and six-months ended June 30, 2016 and 2015, (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three- and six-months ended June 30, 2016 and 2015, (iv) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015, (v) Footnotes to Unaudited Condensed Consolidated Financial Statements.
|
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