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Share Name | Share Symbol | Market | Type |
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Vgs Seismic Canada Com Npv | TSXV:VGS | TSX Venture | Common Stock |
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VGS Seismic Canada Inc. ("VGS" or "the Company") (TSX VENTURE:VGS) is pleased to announce results of operations for the three and nine month periods ended September 30, 2008. At September 30, 2008 VGS had grown its seismic data library to 5,020 square kilometres of 3-D seismic data and 5,041 linear kilometres of 2-D seismic data with a total capital cost of $75.4 million. VGS contracted a small 2D shoot at the end of June 2008. Fieldwork was completed and data was delivered to the processor in August 2008. VGS had a loss of $3.3 million ($0.11 per share basic and fully diluted) from revenues of $1.6 million for the three months ended September 30, 2008 compared to a loss of $3.4 million ($0.11 per share basic and fully diluted) from gross revenues of $0.8 million for the three months ended September 30, 2007. The most significant expense contributing to the current period loss was amortization of $3.0 million. Additionally, during the three-month period ended September 30, 2008 the Company incurred non-recurring net restructuring costs of $0.3 million as a result of the departure of three members of senior management. The year-to-date loss at September 30, 2008 is $7.7 million ($0.25 per share basic and fully diluted) compared to $5.0 million ($0.16 per share basic and fully diluted) for the nine months ended September 30, 2007, with the most significant difference being amortization of $12.0 million for the current year-to-date compared with $5.9 million for the same period in 2007. The increased amortization is largely the result of a $3.6 million initial charge representing 35% of the cost of a survey completed in the first quarter of 2008. Three Three Nine Nine months months months months ended ended ended ended September September September September 30, 2008 30, 2007 30, 2008 30, 2007 $ $ $ $ Data acquisition revenue 235,359 - 4,669,424 - License sales revenue 1,282,962 781,447 3,659,628 6,718,229 License sales - non monetary exchange 81,873 - 867,873 - Brokerage and other revenue 43,070 17,445 159,292 233,018 ------------------------------------------------------ 1,643,264 798,892 9,356,217 6,951,247 Non-recurring restructuring costs 280,677 - 280,677 - Other operating expenses 808,240 1,025,713 2,565,885 3,293,701 ------------------------------------------------------ EBITDA (Non-GAAP measure) 554,347 (226,821) 6,509,655 3,657,546 Interest on debt 372,053 434,389 1,076,281 1,235,751 Accretion of convertible debentures & deferred costs 429,811 431,409 1,178,773 1,241,856 ------------------------------------------------------ (247,517) (1,092,619) 4,254,601 1,179,939 Amortization 3,011,831 2,008,970 11,995,134 5,903,517 (3,259,348) (3,101,589) (7,740,533) (4,723,578) Current income taxes 909 258,609 909 258,609 ------------------------------------------------------ Loss for the period (3,260,257) (3,360,198) (7,741,442) (4,982,187) ------------------------------------------------------ Loss per share Basic & diluted $ (0.11) $ (0.11) $ (0.25) $ (0.16) Total shares outstanding 30,979,771 30,979,771 30,979,771 30,979,771 Cash EBITDA (Non-GAAP measure) 237,115 (226,821) 972,358 3,657,546 Cash EBITDA is calculated as follows: Three Three Nine Nine months months months months ended ended ended ended September September September September 30, 2008 30, 2007 30, 2008 30, 2007 $ $ $ $ Earnings (loss) before interest, taxes, depreciation and amortization 554,347 (226,821) 6,509,655 3,657,546 Less: Non-monetary exchange revenue (81,873) - (867,873) - Acquisition revenue (235,359) - (4,669,424) - ------------------------------------------------------ Cash EBITDA 237,115 (226,821) 972,358 3,657,546 ------------------------------------------------------ Data acquisition revenue recognized in the quarter was $235,259 related to a 2D project completed in August 2008, compared to nil in the third quarter of 2007. VGS also completed a large 3D acquisition project in Q1, 2008. Previously, data acquisition revenue was deferred until the data was released from its proprietary period and available for sale to the industry. In late 2007, the Company prospectively adopted a policy of recognizing this revenue on a percentage of completion basis, and charging the initial amortization on the data in the month that the survey is completed. This policy change resulted in $4.7 million in acquisition revenue being recognized in the first nine months of 2008, compared to nil acquisition revenue in the first nine months of the prior year. For the quarter ended September 30, 2008, VGS had cash license sales of $1.3 million compared to $0.8 million for Q3, 2007. Cash license sales 2008 year-to-date were $3.7 million compared to $6.7 million a year ago. VGS believes this decrease in sales revenue is attributable to weak natural gas prices and a general reduction in gas exploration in the first quarter of 2008, in areas where VGS owns data. Cash EBITDA was higher in Q3 2008 than the comparable quarter of 2007 due to both higher sales and lower operating costs in 2008 as VGS continued its efforts to reduce operating expenses. Year-to-date cash EBITDA is lower in the nine months ended September 30, 2008 than the comparable period for 2007 due to weak license sales in the first quarter of 2008. However, despite a softening of natural gas prices in the fall of 2008 and the negative general economic climate, management believes that there is continued interest in exploration of gas prone areas particularly in North Eastern British Columbia. Brokerage and other income is $43,070 for the quarter compared to $17,445 in the same quarter last year, and year-to-date brokerage revenue is down 31.6%. This decrease is due to the fact that one large sale contributed the majority of brokerage revenue in the second quarter of 2007, and no similar transaction was completed in Q2 of 2008. Amortization for the third quarter of 2008 is $3.0 million, compared to $2.0 million for the same quarter in 2007. This 50% increase is due to an increase to both the size and cost of the data library from the prior year. Despite an increase in the net debt outstanding, interest, accretion on long-term debt and deferred financing costs has decreased from $784,004 in Q3 2007 to $778,213 in Q3 2008, and from $2,369,841 year-to-date 2007 to $2,214,754 year-to-date 2008. This is as a result of the extension of the maturity date providing a longer period over which to accrete the debentures and deferred financing costs, a reduction in the "ticking fee" paid on funds available but not yet drawn, a change in Canada Revenue Agency policy removing the requirement to withhold income tax on interest paid to non-residents effective January 1, 2008 and the fact that $3.0 million of the additional debt was drawn on September 30, 2008. The total long-term debt has increased by $8 million since December 31, 2007, proceeds of which were used to pay for data purchase and creation opportunities committed to in 2007. Interest on the convertible debenture is 9.5 per cent plus all applicable withholding taxes, payable semi-annually at February 15 and August 15. The debentures have no early repayment option and are convertible at the option of the debenture holder only, at any time up to maturity on February 16, 2010. General and administrative expenses for third quarter of 2008 are $540,728 reflecting a 16.6% reduction from $648,306 incurred in Q3 2007, and a 12.7% reduction year-to-date, as a result of management's focus on cost efficiencies. Commission rates vary depending on whether the source of the referral is external brokers or internal sales staff and whether the related revenue is license sales or data acquisition revenue. Commissions on data acquisition revenue are incurred at time that the acquisition project is committed; hence commission expense on acquisition revenue is generally incurred in advance of the revenue recognition. Q3 2008 commissions are reduced from Q3 2007 by 9.2% and 2008 year-to-date commissions are reduced by 38% from 2007, due to the reduction in 2008 license sales revenue and the 2007 accrual of commissions on acquisition revenue recognised in the first half of 2008. Consulting and professional fees are 28.6% lower than Q3 of 2007 and 43.3% lower for the nine months ended September 30, 2008 compared to the same period in 2007 due to management focus on reducing discretionary spending and the ongoing experience of VGS staff allowing more analysis and review to be completed ""in-house". During Q3 2008, the President and Chief Executive Officer resigned and the Chief Operating Officer and Vice-President of Operations departed from the Company. Related severance costs net of stock based compensation and bonus provision recoveries amounted to $280,677 and are considered to be non-recurring. A Director with considerable experience in the industry served as interim President and CEO until the new President and CEO assumed his duties on October 20, 2008. The duties of the Chief Operating Officer and Vice-President of Operations were assumed by other members of senior management. Non-GAAP Measures The terms working capital, EBITDA, and cash EBITDA are not measures that have any standardized meaning prescribed by Canadian GAAP and are considered non-GAAP measures. Therefore, these measures may not be comparable to similar measures presented by other issuers. Accordingly, these measures have been described and presented in this press release to provide shareholders and potential investors with additional information regarding the Company's financial position, results, liquidity, and its ability to generate future cash flows. These non-GAAP measures are calculated as follows: working capital is defined as current assets less current liabilities; EBITDA is used to describe earnings before any deduction for interest, taxes, depreciation and amortization; and cash EBITDA is defined as EBITDA less data acquisition revenue and non-monetary exchange (NME) revenue. NME revenue is generated when license to data owned by the Company is granted in exchange for delivery of title to data owned by the customer, and no cash changes hands. Cash EBITDA is an important metric for VGS because in some periods, there can be large portions of acquisitions and NME revenue, which are non-cash. Cash EBITDA is an accurate measure of cash license sales against cash operating costs. Balance Sheets (Unaudited) (See note 1 - Going concern) As at As at September 30, December 31, 2008 2007 $ $ Assets Current assets Cash and cash equivalents 1,883,475 8,946 Accounts receivable 1,937,389 6,568,093 Prepaid expenses and deposits 41,888 64,094 ----------------------------- 3,862,752 6,641,133 Seismic data libraries 39,852,411 39,145,800 Property and equipment 1,861,767 1,927,507 ----------------------------- 45,576,930 47,714,440 ----------------------------- ----------------------------- Liabilities Current liabilities Bank indebtedness 1,036,584 1,024,218 Accounts payable and accrued liabilities 4,271,871 5,249,524 GST payable 22,458 367,006 Deferred revenue - 2,230,303 Income taxes payable 909 62,250 ----------------------------- 5,331,822 8,933,301 Convertible debentures 15,099,083 7,560,266 ----------------------------- 20,430,905 16,493,567 ----------------------------- Shareholders' Equity Share capital 20,276,468 20,276,468 Contributed surplus 356,334 330,035 Warrants 692,427 692,088 Equity portion of convertible debentures 5,258,159 3,618,203 Retained earnings (deficit) (1,437,363) 6,304,079 ----------------------------- 24,146,025 31,220,873 ----------------------------- 45,576,930 47,714,440 ----------------------------- ----------------------------- Statements of Operations, Comprehensive Loss and Retained Earnings (deficit) for the periods ended September 30 (Unaudited) (See note 1 - Going concern) Three months ended Nine months ended September 30, September 30, 2008 2007 2008 2007 $ $ $ $ Revenue 1,643,264 798,892 9,356,217 6,951,247 ----------------------------------------------------- Expenses Interest on short-term debt 23,651 81,794 40,300 107,766 General and administrative 540,728 648,306 1,834,703 2,100,981 Sales commissions 113,623 125,222 294,633 474,489 Consulting and professional fees 138,944 194,723 339,180 598,291 Stock-based compensation (1,276) 19,125 36,883 43,545 Advertising and promotion 16,221 38,337 60,486 76,395 Restructuring costs 280,677 - 280,677 - ----------------------------------------------------- 1,112,568 1,107,507 2,886,862 3,401,467 ----------------------------------------------------- 530,696 (308,615) 6,469,355 3,549,780 Amortization 3,011,831 2,008,970 11,995,134 5,903,517 ----------------------------------------------------- (2,481,135) (2,317,585) (5,525,779) (2,353,737) Interest on long-term debt 348,402 352,595 1,035,981 1,127,985 Accretion of convertible debentures 375,927 331,338 1,017,122 941,647 Accretion of deferred financing costs 53,884 100,071 161,651 300,209 ----------------------------------------------------- Loss before income taxes (3,259,348) (3,101,589) (7,740,533) (4,723,578) Current income taxes 909 258,609 909 258,609 ----------------------------------------------------- Loss and comprehensive loss for the period (3,260,257) (3,360,198) (7,741,442) (4,982,187) Retained earnings - Beginning of period 1,822,894 4,133,324 6,304,079 5,755,313 ----------------------------------------------------- Retained earnings (deficit) - End of period (1,437,363) 773,126 (1,437,363) 773,126 ----------------------------------------------------- ----------------------------------------------------- Loss per share Basic and diluted (0.11) (0.11) (0.25) (0.16) Statements of Cash Flows for the periods ended September 30 (Unaudited) (See note 1 - Going concern) Three months ended Nine months ended September 30, September 30, --------------------------------------------------- 2008 2007 2008 2007 $ $ $ $ Cash provided by (used in) Operating activities Loss and comprehensive loss for the period (3,260,257) (3,360,198) (7,741,442) (4,982,187) Items not affecting cash Amortization of seismic database libraries 2,981,510 1,975,994 11,902,182 5,802,408 Amortization of property and equipment 30,321 32,976 92,952 101,109 Accretion of deferred financing costs 53,884 100,071 161,651 300,209 Stock-based compensation (1,276) 19,125 36,883 43,545 Stock-based compensation recovered in restructuring (10,245) - (10,245) - Accretion of convertible debentures 375,927 331,338 1,017,122 941,647 --------------------------------------------------- 169,864 (900,694) 5,459,103 2,206,731 Net change in non-cash working capital items Accounts receivable 476,981 1,105,154 4,630,705 1,315,444 Due from related party - - - 40,000 GST payable (34,771) (10,590) (344,548) 168,430 Prepaid expenses and deposits 35,431 18,059 22,206 (21,793) Accounts payable and accrued liabilities (1,395,331) (708,243) (977,653) 637,404 Income tax payable 909 87,422 (61,342) 50,422 Deferred revenue (81,873) (14,683) (2,230,303) 4,067,147 ----------------------------------------------------- (828,790) (423,575) 6,498,168 8,463,785 ----------------------------------------------------- Financing activities Change in short-term financing - - - 3,000,000 Bank indebtedness 103,690 959,612 12,367 1,047,407 Repayment of office condominium mortgage - - - (300,229) Issue of convertible debentures 3,000,000 - 8,000,000 - ----------------------------------------------------- 3,103,690 959,612 8,012,367 3,747,178 Investing activities Purchase of property and equipment (11,996) (3,905) (27,213) (33,780) Additions to seismic data libraries (379,529) (176,119) (12,608,793) (12,710,385) Change in non-cash working capital - (363,488) - 1,877 ----------------------------------------------------- (391,525) (543,512) (12,636,006) (12,742,288) ----------------------------------------------------- Increase (decrease) in cash and cash equivalents 1,883,375 (7,475) 1,874,529 (531,325) Cash and cash equivalents - Beginning of period 100 16,984 8,946 540,834 Cash and cash equivalents - End of period 1,883,475 9,509 1,883,475 9,509 ----------------------------------------------------- ----------------------------------------------------- Cash paid for Interest 971,439 646,936 1,631,116 1,456,766 Taxes paid - 171,187 60,565 208,187 Seismic license sold in exchange for data ownership 81,873 - 831,873 - Note to Financial Statements September 30, 2008 1. Going concern These financial statements have been prepared on a going concern basis which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The commitment by the lender to provide additional debenture financing terminated on September 30, 2008 and accordingly the Company's ability to continue as a going concern is dependent upon its ability to generate cash from data license sales and/or raise additional debt or equity financing. No assurance can be given at this time as to whether the Company will achieve these objectives. There is therefore a risk regarding the Company's ability to continue as a going concern and the appropriateness of the use of generally accepted accounting principles applicable to a going concern. These financial statements do not reflect adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These adjustments may be material. Outlook Accessing existing seismic data is a means for exploration and production companies to mitigate the risk of drilling unsuccessful wells. Therefore, as long as it is economical for companies to explore for oil and gas, VGS expects there will be a market for seismic data. The Company does acknowledge that lower commodity prices typically lead to explorers and producers having less capital to spend on the products provided by VGS. The first quarter of 2008 was a difficult one for VGS, as license sale revenues were well below expectations, and while sales improved in the second and third quarters, the year-to-date results are not generating sufficient funds for VGS to grow its data library. It is the Company's desire to continue to grow the seismic library by creating new data and purchasing pre-existing data in areas where license sales are expected to be strong. Until VGS can generate sufficient cash flow internally to participate in more seismic acquisition projects, it is management's intent to attempt to grow the database by leveraging off the data the Company currently owns. As always, the availability of external capital at acceptable terms, in conjunction with the Company's ability to generate cash flow internally, will be the most important factors in determining the rate at which VGS will add to its library. Forward-Looking Information Certain information contained in this press release, including information and statements which may contain words such as "could", "plans", "should", "anticipates", "expects", "believes", "will", "forecasts", "budget", "projects", "estimates", "potential" and similar expressions and statements relating to matters that are not historical facts are forward-looking information including, but not limited to, information related to future: seismic surveys, data sales, revenue, cash-flow, seismic annuity streams, expenditures, drilling activity levels, oil and gas prices and demand, expansion and other development trends of the oil and gas industry; business strategy, expansion and growth of VGS's business and operations, including VGS's market share and other such matters. This forward-looking information is based on certain material factors, assumptions and analyses made by VGS in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. However, whether actual results, performance or achievements will conform with VGS's conclusions, forecasts, projections, expectations and predictions expressed or implied by the forward-looking information in this press release is subject to known and unknown risks and uncertainties which could cause actual results to differ materially from VGS's conclusions, forecasts, projections, expectations and predictions expressed or implied by the forward-looking information in this press release, including: fluctuations in the price and demand for oil and gas; fluctuations in the level of oil and gas exploration and development activities; fluctuations in the demand for VGS's services; the ability of VGS to raise capital and to meet its debt service requirements; the ability of VGS's clients to raise capital for seismic data and surveys; the ability of VGS to secure participants to conduct seismic surveys; the existence of competitors; technological changes and developments in the oil and gas industry; the effects of weather conditions on operations and facilities; the seasonal impact on conducting seismic surveys; the ability of VGS to participate financially in large seismic surveys due to increases in costs of conducting such seismic surveys; the ability of VGS to protect its proprietary rights to the seismic data; the existence of operating risks inherent in VGS's services; the lack of availability of qualified personnel or management; VGS's dependence on qualified seismic acquisition contractors to conduct seismic surveys; general economic, market or business conditions, including stock market volatility; changes in laws or regulations, including taxation and environmental regulations; other unforeseen conditions which could impact the use of services supplied by VGS and those risks and uncertainties described in VGS's continuous disclosure filings, including those referred to in the Management's Discussion and Analysis of VGS for the most recently completed financial year end, which may be found on SEDAR at www.sedar.com. If any of the above risks or uncertainties materialize, or if the material factors, assumptions and analyses applied by VGS are incorrect, actual results may vary materially from those expected in the forward looking information in this press release. Consequently, all of the forward-looking information contained in this press release is qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by VGS, as expressed or implied by the forward-looking information, will be realized or, even if substantially realized, that actual results or developments will have the expected consequences to, or effects on, VGS or its business operations. Except as required by law, VGS assumes no obligation to update publicly any such forward-looking information, whether as a result of new information, future events or otherwise. Readers should not place undue reliance on forward-looking information. Based in Calgary, Alberta, VGS Seismic Canada Inc. identifies, creates and markets digital seismic data for licensing to oil and natural gas exploration companies. To date, the Corporation's growing data library is concentrated in British Columbia, Southern Alberta and Eastern Saskatchewan. VGS shares trade on the TSX Venture Exchange under the symbol VGS.
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