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8-K - FORM 8-K - ION GEOPHYSICAL CORPh82003e8vk.htm
EX-99.2 - EX-99.2 - ION GEOPHYSICAL CORPh82003exv99w2.htm
Exhibit 99.1
(ION LOGO)
ION Reports First Quarter 2011 Results
     HOUSTON — May 4, 2011 — ION Geophysical Corporation (NYSE: IO) today reported first quarter 2011 revenues of $90.6 million, a 2% increase from revenues of $88.7 million in the first quarter of 2010, and a 25% increase excluding the revenues of the Legacy Land Systems (INOVA) segment. First quarter 2011 net income was $0.1 million, or $0.00 per diluted share, compared to a net loss of ($71.8) million, or ($0.60) per share, in the first quarter of 2010, or a net loss of ($11.2) million, or ($0.09) per share after excluding the special items associated with the formation of the land joint venture with BGP and the re-financing of our debts as shown in the table at the end of the first quarter 2010 press release.
     The first quarter 2011 results include non-cash, pre-tax charges of $4.2 million primarily related to the impact of foreign currency exchange rates on intercompany receivables held by the Software segment and non-cash stock-based compensation expense impacted by increases in ION’s stock price during the first quarter. These two items reduced first quarter earnings by approximately $0.03 per diluted share.
     Bob Peebler, ION’s Chief Executive Officer, said, “Our first quarter was one of our strongest first quarters in ION’s recent history due to a very solid start in both our marine systems and multi-client businesses. This was significant as our first quarter has historically been the weakest of each year. As we expected, our data processing business is still being impacted by the Macondo incident, but as we reported last quarter, our pipeline of business strengthened in December and is still building and we remain confident that we will experience a robust 2011. A first quarter highlight of this business was the opening of our joint venture processing services center in Brazil, which should give us better access to a strategically important market for sub-salt depth imaging.
     “The current turmoil in Libya significantly impacted our sensor geophone business and forced us to put planned multi-million dollar first quarter sales into Libya on an indefinite hold. Overall, I was pleased that, even with a slow start in both our data processing and sensor geophone businesses, we still outperformed our internal plan and we continue to expect another solid growth year for ION.

 


 

(ION LOGO)
     “Exploration budgets will likely continue to increase as oil prices are hovering above $100/bbl and the global search for energy continues to heat up as energy demand is on the increase due to the improving world economies.”
FIRST QUARTER 2011
     Total revenues for the first quarter of 2011 increased to $90.6 million compared to $88.7 million a year ago. Excluding the revenues of the Legacy Land Systems (INOVA) segment, total first quarter revenues increased 25%. Solutions, Systems and Software segment revenues increased by 20%, 49% and 9%, respectively, over the same period a year ago.
     The Solutions group revenues increased to $57.9 million during the first quarter, compared to $48.1 million for the same period a year ago. This increase was predominantly driven by customers’ strong interest in access to the Company’s multi-client programs in Northeast Greenland, East Africa and Brazil, partially offset by decreased data processing sales that were impacted by lagging effects of the slowdown in the Gulf of Mexico.
     Systems segment sales increased to $24.0 million in the first quarter compared to $16.1 million in the same period of 2010, principally due to increased sales of towed streamer positioning products as new vessels entering the market are outfitted with the latest marine technology, including DigiBIRD® and DigiFIN®. Additionally, the Company’s sensor geophone business was adversely affected by recent events in the Middle East and North Africa as some contracted sales in this region were either cancelled or delayed.
     Software segment sales increased to $8.7 million in the first quarter compared to $8.0 million due to continued demand for the ORCA® software platform and the favorable impact of foreign exchange rates. Excluding foreign currency effects, Software segment revenues increased 6%.
     Consolidated gross margins for the first quarter of 2011 increased to 34% from 25% in the first quarter of 2010. The increase in gross margins was attributable primarily to the contribution of the Company’s lower margin land business to INOVA Geophysical in March 2010, which had a gross margin of (6%) in the first quarter of

 


 

(ION LOGO)
2010. Excluding the results of the legacy land business, the overall gross margin of the Company’s remaining segments remained consistent with the prior period. Gross margins in the Systems segment improved 17 percentage points, predominantly related to sales mix and cost improvements, while Software and Solutions segment gross margins each decreased by 3% due to sales mix.
     As a percentage of revenue, after excluding the 2010 results of the legacy land business, operating expenses declined to 28% of sales during the quarter compared to 34% in the prior year period. Adjusted EBITDA increased 92% to $30.5 million compared to $15.9 million in the first quarter of 2010.
     The Company’s effective tax rate during the first quarter of 2011 was 24.6% (provision on income) compared to (20.7%) (provision on a loss) for the same period of 2010. The effective tax rate for the first quarter of 2010 included the impact of the formation of INOVA Geophysical. Removing the impact of the INOVA Geophysical transactions, the effective tax rate for the first quarter of 2010 would have been 29.1% (benefit on loss). The decrease in the effective tax rate is attributable to lower expected tax expense in certain foreign jurisdictions for 2011.
     The Company accounts for its 49% interest in INOVA Geophysical as an equity method investment on a one fiscal quarter-lag basis. As a result, the Company’s share of INOVA Geophysical’s fourth quarter 2010 financial results is included in the Company’s first quarter results. For the first quarter, the Company recognized a loss on its equity investment of approximately $0.9 million.
     During the first quarter, the Company invested $80 million of excess cash in short-term certificates of deposit. Total cash and cash equivalents plus these short-term investments were $130.8 million as of March 31, 2011. Additionally, the Company has no outstanding balance associated with its $100 million revolving credit facility, bringing total liquidity to greater than $230 million.

 


 

(ION LOGO)
OUTLOOK
     Brian Hanson, Executive Vice President and Chief Financial Officer, commented, “While we normally anticipate the first quarter to be the weakest of each year, ION was able to break even as strong performances by our Solutions and Software segments, as well as the marine component of our Systems segment, offset weak performances by our sensor geophone business and our share of INOVA Geophysical.
     As previously mentioned in our fourth quarter earnings call, we anticipate 2011 financial performance to be significantly back-end loaded, which is consistent with our historical pattern over the past several years. Not only is this a reflection of the natural budget/planning cycle of our customers, but this year we are also seeing an increase in Solutions backlog to support a stronger second half and we anticipate recognizing the revenue on the 12 streamer system sold to BGP in the second half of the year.
     Additionally, we are increasing our guidelines for 2011 investments in multi-client data libraries by approximately $20 million for a full-year investment between $110 and $130 million. We expect a majority of this investment to be incurred during the third and fourth quarters. We will continue to invest in multi-client data libraries in strategic locations around the world; and we expect these investments to help position us for stronger financial results in the second half of 2011.”
CONFERENCE CALL
     The Company has scheduled a conference call for Thursday, May 5, 2011, at 10:00 a.m. Eastern Time that will include a slide presentation. To participate in the conference call, dial 480-629-9869 at least 10 minutes before the call begins and ask for the ION conference call. The earnings presentation slides can be accessed at
http://phx.corporate-ir.net/External.File?item=UGFyZW50SUQ9OTIxNzd8Q2hpbGRJRD0tMXxUeXBlPTM=&t=1.
     A replay of the call will be available approximately two hours after the live broadcast ends and will be accessible until May 19, 2011. To access the replay, dial 303-590-3030 and use pass code 4436712#.

 


 

(ION LOGO)
     Investors, analysts and the general public will also have the opportunity to listen to the conference call live over the Internet by visiting www.iongeo.com. Also, an archive of the webcast will be available shortly after the call on the Company’s website.
About ION
     ION Geophysical Corporation is a leading provider of geophysical technology, services, and solutions for the global oil & gas industry. ION’s offerings allow E&P operators to obtain higher resolution images of the subsurface to reduce the risk of exploration and reservoir development, and enable seismic contractors to acquire geophysical data more efficiently. Additional information about ION is available at www.iongeo.com.
CONTACTS:
R. Brian Hanson
Chief Financial Officer
+1.281.879.3672
Jack Lascar
DRG&L
+1.713.529.6600
The information included herein contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements include future sales and market growth, timing of sales, future liquidity and cash levels, future estimated revenues and earnings, benefits expected to result from the INOVA Geophysical joint venture and related transactions and other statements that are not of historical fact. Actual results may vary materially from those described in these forward-looking statements. All forward-looking statements reflect numerous assumptions and involve a number of risks and uncertainties. These risks and uncertainties include the timing and development of the Company’s products and services and market acceptance of the Company’s new and revised product offerings; risks associated with the operation of the INOVA Geophysical joint venture; risks associated with litigation; risks associated with the Company’s level and terms of indebtedness; risks associated with competitors’

 


 

(ION LOGO)
product offerings and pricing pressures resulting therefrom; the relatively small number of customers that the Company currently relies upon; the fact that a significant portion of the Company’s revenues is derived from foreign sales; risks that sources of capital may not prove adequate; the Company’s inability to produce products to preserve and increase market share; collection of receivables; and technological and marketplace changes affecting the Company’s product lines. Additional risk factors, which could affect actual results, are disclosed by the Company from time to time in its filings with the Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2010 and its Quarterly Reports on Form 10-Q filed during 2011.
Tables to follow

 


 

(ION LOGO)
ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
                 
    Three Months Ended  
    March 31,  
    2011     2010  
Product revenues
  $ 32,387     $ 40,242  
Service revenues
    58,165       48,477  
 
           
Total net revenues
    90,552       88,719  
 
           
 
               
Cost of products
    14,639       30,491  
Cost of services
    44,774       35,862  
 
           
Gross profit
    31,139       22,366  
 
           
 
               
Operating expenses:
               
Research, development and engineering
    5,839       8,999  
Marketing and sales
    7,042       7,906  
General and administrative
    12,187       16,438  
 
           
Total operating expenses
    25,068       33,343  
 
           
Income (loss) from operations
    6,071       (10,977 )
Interest expense, net
    (1,615 )     (25,643 )
Loss on disposition of land division
          (38,115 )
Fair value adjustment of warrant
          12,788  
Equity in losses of INOVA Geophysical
    (860 )      
Other income (expense)
    (2,999 )     3,217  
 
           
Income (loss) before income taxes
    597       (58,730 )
Income tax expense
    147       12,160  
 
           
Net income (loss)
    450       (70,890 )
Net loss attributable to noncontrolling interest
    25        
 
           
Net income (loss) attributable to ION
    475       (70,890 )
Preferred stock dividends
    338       875  
 
           
Net income (loss) applicable to common shares
  $ 137     $ (71,765 )
 
           
 
               
Net income (loss) per share:
               
Basic
  $ 0.00     $ (0.60 )
Diluted
  $ 0.00     $ (0.60 )
 
               
Weighted average number of common shares outstanding:
               
Basic
    153,666       120,312  
Diluted
    155,555       120,312  

 


 

(LOGO)
ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands) (Unaudited)
                 
    March 31,     December 31,  
    2011     2010  
ASSETS
               
Current assets:
               
Cash and cash equivalents
  $ 50,834     $ 84,419  
Short-term investments
    80,000        
Accounts receivable, net
    63,436       77,576  
Unbilled receivables
    40,997       70,590  
Inventories
    80,395       66,882  
Prepaid expenses and other current assets
    11,417       13,165  
 
           
Total current assets
    327,079       312,632  
Deferred income tax asset
    11,764       8,998  
Property, plant and equipment, net
    21,702       20,145  
Multi-client data library, net
    101,084       112,620  
Investment in INOVA Geophysical
    94,898       95,173  
Goodwill
    52,216       51,333  
Intangible assets, net
    18,988       20,317  
Other assets
    3,661       3,224  
 
           
Total assets
  $ 631,392     $ 624,442  
 
           
 
               
LIABILITIES AND EQUITY
               
Current liabilities:
               
Notes payable and current maturities of long-term debt
  $ 5,539     $ 6,073  
Accounts payable
    27,964       30,940  
Accrued expenses
    41,788       54,799  
Accrued multi-client data library royalties
    10,707       18,667  
Deferred revenue and other current liabilities
    38,492       22,887  
 
           
Total current liabilities
    124,490       133,366  
Long-term debt, net of current maturities
    101,373       102,587  
Other long-term liabilities
    7,764       8,042  
 
           
Total liabilities
    233,627       243,995  
 
               
Equity:
               
Cumulative convertible preferred stock
    27,000       27,000  
Common stock
    1,550       1,529  
Additional paid-in capital
    835,769       822,399  
Accumulated deficit
    (447,911 )     (448,386 )
Accumulated other comprehensive loss
    (12,253 )     (15,530 )
Treasury stock
    (6,565 )     (6,565 )
 
           
Total stockholders’ equity
    397,590       380,447  
Noncontrolling interest
    175        
 
           
Total equity
    397,765       380,447  
 
           
Total liabilities and equity
  $ 631,392     $ 624,442  
 
           

 


 

(LOGO)
ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)
                 
    Three Months Ended  
    March 31,  
    2011     2010  
Cash flows from operating activities:
               
Net income (loss)
  $ 450     $ (70,890 )
Adjustments to reconcile net income (loss) to cash provided by operating activities:
               
Depreciation and amortization (other than multi-client data library)
    3,953       11,238  
Amortization of multi-client data library
    23,443       12,382  
Stock-based compensation expense
    2,812       1,061  
Amortization of debt discount
          8,656  
Write-off of unamortized debt issuance costs
          10,121  
Fair value adjustment of warrant
          (12,788 )
Loss on disposition of land division
          38,115  
Equity in losses of INOVA Geophysical
    860        
Deferred income taxes
    (2,854 )     8,179  
Change in operating assets and liabilities:
               
Accounts receivable
    14,508       35,294  
Unbilled receivables
    29,593       (7,053 )
Inventories
    (13,404 )     (52 )
Accounts payable, accrued expenses and accrued royalties
    (22,701 )     (11,937 )
Deferred revenue
    15,537       3,913  
Other assets and liabilities
    (371 )     400  
 
           
Net cash provided by operating activities
    51,826       26,639  
 
           
 
               
Cash flows from investing activities:
               
Purchase of property, plant and equipment
    (3,674 )     (1,268 )
Investment in multi-client data library
    (11,907 )     (5,215 )
Purchase of short-term investments
    (80,000 )      
Proceeds from disposition of land division, net of fees paid
          99,790  
Other investing activities
          (3,168 )
 
           
Net cash provided by (used in) investing activities
    (95,581 )     90,139  
 
           
 
               
Cash flows from financing activities:
               
Borrowings under revolving line of credit
          85,000  
Repayments under revolving line of credit
          (174,429 )
Net proceeds from issuance of debt
          105,695  
Net proceeds from issuance of common stock
          38,039  
Payments on notes payable and long-term debt
    (1,748 )     (139,211 )
Payment of preferred dividends
    (338 )     (875 )
Contribution from noncontrolling interest
    200        
Proceeds from exercise of stock options
    11,793        
Other financing activities
    (37 )     (28 )
 
           
Net cash provided by (used in) financing activities
    9,870       (85,809 )
 
           
 
               
Effect of change in foreign currency exchange rates on cash and cash equivalents
    300       (842 )
 
           
Net increase (decrease) in cash and cash equivalents
    (33,585 )     30,127  
Cash and cash equivalents at beginning of period
    84,419       16,217  
 
           
Cash and cash equivalents at end of period
  $ 50,834     $ 46,344  
 
           

 


 

(ION LOGO)
ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES
SUMMARY OF SEGMENT INFORMATION
(In thousands)
(Unaudited)
                 
    Three Months Ended  
    March 31,  
    2011     2010  
Net revenues:
               
Systems:
               
Towed Streamer
  $ 17,547     $ 10,234  
Ocean Bottom
    2       174  
Other
    6,411       5,708  
 
           
Total
  $ 23,960     $ 16,116  
 
           
 
               
Software:
               
Software Systems
  $ 8,427     $ 7,615  
Services
    272       356  
 
           
Total
  $ 8,699     $ 7,971  
 
           
 
               
Solutions:
               
Data Processing
  $ 20,299     $ 23,965  
New Venture
    22,450       7,426  
Data Library
    15,144       16,730  
 
           
Total
  $ 57,893     $ 48,121  
 
           
 
               
Legacy Land Systems (INOVA)
  $     $ 16,511  
 
           
Total
  $ 90,552     $ 88,719  
 
           
 
               
Gross profit:
               
Systems
  $ 12,245     $ 5,558  
Software
    5,578       5,369  
Solutions
    13,316       12,423  
Legacy Land Systems (INOVA)
          (984 )
 
           
Total
  $ 31,139     $ 22,366  
 
           
 
               
Gross margin:
               
Systems
    51 %     34 %
Software
    64 %     67 %
Solutions
    23 %     26 %
Legacy Land Systems (INOVA)
    %     (6 %)
 
           
Total
    34 %     25 %
 
           
 
               
Income (loss) from operations:
               
Systems
  $ 6,080     $ 909  
Software
    4,853       4,806  
Solutions
    5,812       5,565  
Legacy Land Systems (INOVA)
          (9,623 )
Corporate and other
    (10,674 )     (12,634 )
 
           
Total
  $ 6,071     $ (10,977 )
 
           

 


 

(ION GIF)
Reconciliation of Adjusted EBITDA to Net Income (Loss)
(Non-GAAP Measure)
(In thousands)
(Unaudited)
     Adjusted EBITDA is a Non-GAAP measurement that is presented as an additional indicator of operating performance and is not a substitute for net income (loss) or net income (loss) per share calculated under generally accepted accounting principles (GAAP). We believe that Adjusted EBITDA provides useful information to investors because it is an indicator of the strength and performance of our ongoing business operations, including our ability to service our debt. The calculation of Adjusted EBITDA shown below is based upon amounts derived from the Company’s financial statements prepared in conformity with GAAP.
                 
    Three Months Ended  
    March 31,  
    2011     2010  
Net income (loss)
  $ 450     $ (70,890 )
Interest expense, net
    1,615       25,643  
Income tax expense
    147       12,160  
Depreciation and amortization expense
    27,396       23,620  
Equity in losses of INOVA Geophysical
    860        
Loss on disposition of land division
          38,115  
Fair value adjustment of warrant
          (12,788 )
 
           
Adjusted EBITDA
  $ 30,468     $ 15,860  
 
           

 


 

(ION GIF)
Reconciliation of Income (Loss) from Operations Excluding the
Legacy Land Systems (INOVA) Segment
(Non-GAAP Measure)
(In thousands)
(Unaudited)
     The financial results are reported in accordance with GAAP. However, management believes that certain non-GAAP performance measures may provide users of this financial information additional meaningful comparisons between current results and results in prior operating periods. One such non-GAAP financial measure is our income (loss) from operations excluding our Legacy Land Systems (INOVA) segment. This segment was contributed to our joint venture (INOVA Geophysical) on March 25, 2010. Therefore, beginning on March 26, 2010, this contributed business is no longer consolidated into our results of operations. This adjusted income amount is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for income (loss) from operations or other income data prepared in accordance with GAAP. See the table below for supplemental financial data and the corresponding reconciliation to GAAP financials for the three months ended March 31, 2010:
Months Ended March 31, 2010
                         
            Excluding        
    As     Legacy Land     As  
    Reported     Systems     Adjusted  
Net revenues
  $ 88,719     $ (16,511 )   $ 72,208  
Cost of sales
    66,353       (17,495 )     48,858  
 
                 
Gross profit
    22,366       984       23,350  
 
                       
Operating expenses:
                       
Research, development and engineering
    8,999       (4,181 )     4,818  
Marketing and sales
    7,906       (1,559 )     6,347  
General and administrative
    16,438       (2,899 )     13,539  
 
                 
Total operating expenses
    33,343       (8,639 )     24,704  
 
                 
Income (loss) from operations
  $ (10,977 )   $ 9,623     $ (1,354 )
 
                 
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