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      ION reports fourth quarter and year end 2014 results

      Takes restructuring charges to rightsize the company


      News provided by

      ION Geophysical Corporation

      Feb 11, 2015, 05:00 ET

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      HOUSTON, Feb. 11, 2015 /PRNewswire/ -- ION Geophysical Corporation (NYSE: IO) today reported a fourth quarter 2014 net loss of $180.9 million, or $(1.10) per share, which included restructuring and special items totaling $170 million that reduced reported earnings per share by $(1.03).  Excluding these restructuring and special items, ION's fourth quarter 2014 net loss was $11.0 million on revenues of $136.8 million, or $(0.07) per share, compared to an adjusted net income of $53.4 million on revenues of $218.7 million, or $0.33 per diluted share, in fourth quarter 2013.

      During the quarter, the Company recorded $170 million of restructuring charges and special items as detailed below, with $2 million requiring a use of cash:

      • $109 million of charges impacted cost of sales, of which $101 million was primarily related to a write-down of the multi-client data library within the Solutions segment and $8 million related to inventory write-downs and severance-related charges within the Systems segment;
      • $33 million of charges impacted operating expenses, of which $25 million was primarily related to the impairment of goodwill within the Systems segment, $2 million was associated with the write-down of intangible assets within the Solutions segment, and $6 million was primarily attributable to the write-down of receivables due from INOVA Geophysical within the Corporate and Other segment;
      • $34 million of charges impacted equity earnings, primarily due to the full write-down of the Company's equity method investment in INOVA Geophysical; and
      • $6 million of gains impacted other income, income tax expense and non-controlling interests, primarily related to the Company's sale of a cost method investment.

      A reconciliation of the restructuring and special items can be found in the tables at the end of this press release.

      At December 31, 2014, the Company's cash and cash equivalents were $173.6 million.  The Company generated net cash flows before financing activities of $81.0 million during 2014, compared to a use of cash before financing activities of $11.4 million in 2013.  Full year 2014 Adjusted EBITDA was $108.3 million, compared to $154.3 million in 2013.  A reconciliation of Adjusted EBITDA can be found in the tables of this press release.

      Brian Hanson, the Company's President and Chief Executive Officer, commented, "Our fourth quarter and full year results were significantly impacted by the continued slowdown in exploration spending by E&P companies.  The slowdown has been greater than we originally expected, but our decision over a year ago to conservatively manage our business has been evident through our ability to generate positive cash flows throughout 2014.  While managing for cash, we have narrowed our focus and continue to strategically invest in high potential technologies.

      "During the fourth quarter we initiated a restructuring plan to rightsize our segments, with the exception of our Ocean Bottom Services segment, reducing our workforce by approximately 10%.  This reduction should result in an annual cash savings of approximately $15 million.  This restructuring is a significant move to better integrate and align our entire workforce with our strategy of providing solutions directly to E&P companies.

      "In light of the expected prolonged slowdown, we recorded several charges that impacted our fourth quarter results.  These charges included a write-down of data library investments associated with our Arctic and onshore North America programs, and a full impairment of goodwill associated with our marine equipment operations.  Also, we wrote down our investment in INOVA Geophysical and are evaluating strategic options related to our ongoing participation in the joint venture.

      "We are pleased with our continued penetration into the ocean bottom services market through OceanGeo.  Our investment in and success with OceanGeo and ocean bottom services has positioned us to participate in the less volatile production phase of seismic activity.  During the fourth quarter, OceanGeo completed acquisition of a survey offshore West Africa and was awarded and completed another survey in an adjacent area with a new customer.  During 2014, as we increased our ownership in OceanGeo to 100%, we upgraded our vessels for more efficient operations.  OceanGeo is ready to take advantage of continued demand for ocean bottom seismic, especially in West Africa, where demand is especially high.

      "Looking ahead, we expect 2015 exploration budgets across the E&P industry to be down an estimated 25% to 35% compared to 2014. Consistent with 2014, we will continue to maximize cash and to exercise spending discipline across all of our businesses, funding new programs once we have obtained adequate levels of industry underwriting and continuing to invest in key strategic technologies and market opportunities."

      FOURTH QUARTER 2014




      The Company's segment revenues for the fourth quarter were as follows (in thousands):







      Three Months Ended December 31,






      2014



      2013



      % Change

      Solutions


      $

      80,170



      $

      166,148



      (52)%


      Systems


      16,469



      40,470



      (59)%


      Software


      8,411



      12,059



      (30)%


      Ocean Bottom Services


      31,790



      —



      —


      Total


      $

      136,840



      $

      218,677



      (37)%


      Within the Solutions segment, new venture revenues were $22.2 million, a 64% decrease from fourth quarter 2013; data library revenues were $36.1 million, a 52% decrease; and data processing revenues were $21.9 million, a 25% decrease.  All businesses within the Solutions segment were impacted by the continued softness of exploration spending.  Data library revenues were also impacted by the record sales in fourth quarter 2013 that were not repeated in 2014.

      The decrease in Systems segment revenues was primarily due to a reduction in sales of new marine positioning system and land geophone strings compared to fourth quarter 2013.

      Software segment revenues were down compared to record fourth quarter revenues in 2013, primarily due to lower Orca® licensing revenues.  While Software segment revenues were down year over year, the segment generated overall gross and operating margins, as adjusted, of 66% and 41%, respectively, during the quarter. 

      Ocean Bottom Services segment revenues were $31.8 million, related to work performed on OceanGeo's projects offshore West Africa, which were completed during the fourth quarter.

      Excluding the impact of restructuring and special items, consolidated gross margins were 34%, compared to 47% in fourth quarter 2013, and operating margins were 4%, compared to 30% in the earlier period.  The decrease in gross and operating margins was driven primarily by the decrease in revenues within the Solutions and Systems segments, which more than offset the uplift in margins provided by the Ocean Bottom Services segment.

      The Company recognized $40.5 million of equity losses, which included the full write-down of its investment in INOVA Geophysical, compared to equity losses of $19.4 million in fourth quarter 2013.  INOVA Geophysical experienced a 70% decline in revenues year over year, a result of a soft land seismic equipment market and reduced purchases by BGP, the majority partner in the joint venture.  See the attached financial tables for the summarized financial results of INOVA.

      The Company's fourth quarter 2013 results included equity losses of $12.4 million related to OceanGeo. In late January 2014, the Company increased its ownership interest to 70%, and subsequently to 100% in July, at that time taking over direct management of OceanGeo.

      Income tax expense was $6.3 million for fourth quarter 2014, related to income from the Company's non-U.S. businesses, including OceanGeo.  This foreign tax expense has not been offset by the tax benefits on losses within the U.S. and other jurisdictions, from which the Company cannot currently benefit, resulting in an income tax expense on a consolidated pre-tax loss.

      FULL YEAR 2014


      The Company's segment revenues for the full year were as follows (in thousands):




      Years Ended December 31,






      2014



      2013



      % Change

      Solutions


      $

      277,904



      $

      387,384



      (28)%


      Systems


      88,417



      122,432



      (28)%


      Software


      39,993



      39,351



      2%


      Ocean Bottom Services


      103,244



      —



      —


      Total


      $

      509,558



      $

      549,167



      (7)%


      Within the Solutions segment, new venture revenues were $98.6 million, down 36% year over year; data library revenues were $66.2 million, down 41%; and data processing revenues were $113.1 million, down 6%.  All businesses within the Solutions segment were impacted by the continued softness of exploration spending throughout 2014.  The decline in data processing was partially offset by $15.0 million of revenues recognized in 2014 that related to work performed for a customer in 2013.  

      The decrease in Systems segment revenues was primarily due to (i) lower sales of new marine positioning systems; (ii) a lack of ocean bottom cable systems sales in 2014 compared to 2013; (iii) reduced land geophone string sales; partially offset by (iv) additional marine repair and replacement revenues.

      Software segment revenues were up slightly compared to 2013.  The Software segment experienced record revenues in the first half of 2014, which were mostly offset by a reduction in revenues in the fourth quarter.  The Software segment generated gross and operating margins, as adjusted, of 72% and 51%, respectively, during 2014. 

      Ocean Bottom Services segment revenues were $103.2 million, related to work performed on OceanGeo's project in Trinidad, completed in May, and from its projects offshore West Africa that were completed in the fourth quarter.

      Excluding the impact of restructuring and special items, consolidated gross margins were 34%, compared to 35% in 2013, and operating margins were 5%, compared to 11% in 2013.  The decreases in gross and operating margins were primarily due to the decrease in revenues within the Solutions segment, which more than offset the uplift in margins provided by the Ocean Bottom Services segment.

      The Company recognized $50.2 million of equity losses related to INOVA Geophysical, which included the full write-down of the remaining balance of its investment, compared to equity losses of $22.5 million in 2013.  Also, prior to the consolidation of OceanGeo in late January of this year, the Company recorded $0.7 million of equity earnings, compared to equity losses of $19.8 million in 2013.

      Income tax expense was $20.6 million for 2014, related to income from the Company's non-U.S. businesses, including OceanGeo.

      The Company reported a net loss of $128.3 million, or $(0.78) per share, compared to a net loss of $251.9 million, or $(1.59) per share, in 2013.  Both periods included special items related to the WesternGeco legal matter and certain restructuring and other special items.  Excluding these special items, in 2014, the Company reported a net loss of $34.1 million, or $(0.21) per share, compared to net income of $19.3 million, or $0.12 per diluted share, in 2013.

      CONFERENCE CALL

      The Company has scheduled a conference call for Thursday, February 12, 2015, at 10:00 a.m. Eastern Time that will include a slide presentation to be posted in the Investor Relations section of the ION website by 9:00 a.m. Eastern Time.  To participate in the conference call, dial (877) 407-0672 at least 10 minutes before the call begins and ask for the ION conference call.  A replay of the call will be available approximately two hours after the live broadcast ends and will be accessible until February 26, 2015.  To access the replay, dial (877) 660-6853 and use pass code 13598876#.

      Investors, analysts and the general public will also have the opportunity to listen to the conference call live over the Internet by visiting www.iongeo.com.  An archive of the webcast will be available shortly after the call on the Company's website.

      About ION

      ION is a leading provider of technology-driven solutions to the global oil & gas industry.  ION's offerings are designed to help companies reduce risk and optimize assets throughout the E&P lifecycle. For more information, visit www.iongeo.com.

      Contact

      Steve Bate
      Executive Vice President and Chief Financial Officer
      +1.281.552.3011

      The information included herein contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  These forward-looking statements may include future sales, earnings and market growth, timing of sales, future liquidity and cash levels, future estimated revenues and earnings, sales expected to result from backlog, benefits expected to result from OceanGeo and the INOVA Geophysical joint venture and related transactions, expected outcome of litigation and other statements that are not of historical fact.  Actual results may vary materially from those described in these forward-looking statements. All forward-looking statements reflect numerous assumptions and involve a number of risks and uncertainties.  These risks and uncertainties include risks associated with pending and future litigation, including the risk that the Company does not prevail in its appeal of the judgment in the lawsuit with WesternGeco and that the ultimate outcome of the lawsuit could have a material adverse effect on the Company's financial results and liquidity; the timing and development of the Company's products and services and market acceptance of the Company's new and revised product offerings; the operation of OceanGeo and the INOVA Geophysical joint venture; the Company's level and terms of indebtedness; competitors' product offerings and pricing pressures resulting therefrom; the relatively small number of customers that the Company currently relies upon; the fact that a significant portion of the Company's revenues is derived from foreign sales; that sources of capital may not prove adequate; the Company's inability to produce products to preserve and increase market share; collection of receivables; and technological and marketplace changes affecting the Company's product lines.  Additional risk factors, which could affect actual results, are disclosed by the Company from time to time in its filings with the Securities and Exchange Commission ("SEC"), including its Annual Report on Form 10-K for the year ended December 31, 2013 and its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed during 2014.

      Tables to follow

      ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES


      CONSOLIDATED STATEMENTS OF OPERATIONS


      (In thousands, except per share data)


      (Unaudited)



      Three Months Ended December 31,


      Twelve Months Ended December 31,


      2014



      2013



      2014



      2013

      Service revenues

      $

      112,552



      $

      167,086



      $

      384,938



      $

      391,317

      Product revenues

      24,288



      51,591



      124,620



      157,850

      Total net revenues

      136,840



      218,677



      509,558



      549,167

      Cost of services

      77,930



      89,014



      278,627



      272,047

      Cost of products

      20,892



      26,821



      68,608



      112,346

      Impairment of multi-client data library

      100,100



      —



      100,100



      5,461

      Gross profit (loss)

      (62,082)



      102,842



      62,223



      159,313

      Operating expenses:











      Research, development and engineering

      10,755



      9,077



      41,009



      37,742

      Marketing and sales

      12,072



      13,219



      39,682



      38,583

      General, administrative and other operating expenses

      27,843



      16,315



      76,177



      66,592

      Impairment of goodwill and intangible assets

      23,284



      —



      23,284



      —

      Total operating expenses

      73,954



      38,611



      180,152



      142,917

      Income (loss) from operations

      (136,036)



      64,231



      (117,929)



      16,396

      Interest expense, net

      (4,603)



      (4,241)



      (19,382)



      (12,344)

      Equity in losses of investments

      (40,458)



      (31,906)



      (49,485)



      (42,320)

      Other income (expense)

      5,890



      (2,138)



      79,860



      (182,530)

      Income (loss) before income taxes

      (175,207)



      25,946



      (106,936)



      (220,798)

      Income tax expense

      6,321



      6,270



      20,582



      25,720

      Net income (loss)

      (181,528)



      19,676



      (127,518)



      (246,518)

      Net (income) loss attributable to noncontrolling interests

      650



      143



      (734)



      658

      Net income (loss) attributable to ION

      (180,878)



      19,819



      (128,252)



      (245,860)

      Preferred stock dividends

      —



      —



      —



      1,014

      Conversion payment of preferred stock

      —



      —



      —



      5,000

      Net income (loss) applicable to common shares

      $

      (180,878)



      $

      19,819



      $

      (128,252)



      $

      (251,874)

      Net income (loss) per share:











      Basic

      $

      (1.10)



      $

      0.12



      $

      (0.78)



      $

      (1.59)

      Diluted

      $

      (1.10)



      $

      0.12



      $

      (0.78)



      $

      (1.59)

      Weighted average number of common shares outstanding:











      Basic

      164,290



      163,445



      164,089



      158,506

      Diluted

      164,290



      163,772



      164,089



      158,506

      ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES


      CONSOLIDATED BALANCE SHEETS


      (In thousands)


      (Unaudited)



      December 31,


      2014



      2013


      ASSETS






      Current assets:






      Cash and cash equivalents

      $

      173,608



      $

      148,056


      Accounts receivable, net

      114,325



      149,448


      Unbilled receivables

      22,599



      49,468


      Inventories

      51,162



      57,173


      Prepaid expenses and other current assets

      13,662



      24,772


      Total current assets

      375,356



      428,917


      Deferred income tax asset

      8,604



      14,650


      Property, plant, equipment and seismic rental equipment, net

      69,840



      46,684


      Multi-client data library, net

      118,669



      238,784


      Equity method investments

      —



      53,865


      Goodwill

      27,388



      55,876


      Intangible assets, net

      6,788



      11,247


      Other assets

      10,612



      14,648


      Total assets

      $

      617,257



      $

      864,671








      LIABILITIES AND EQUITY






      Current liabilities:






      Current maturities of long-term debt

      $

      7,649



      $

      5,906


      Accounts payable

      36,863



      22,654


      Accrued expenses

      65,264



      84,358


      Accrued multi-client data library royalties

      35,219



      46,460


      Deferred revenue

      8,262



      20,682


      Total current liabilities

      153,257



      180,060


      Long-term debt, net of current maturities

      182,945



      214,246


      Other long-term liabilities

      143,804



      210,602


      Total liabilities

      480,006



      604,908


      Redeemable noncontrolling interest

      1,539



      1,878


      Equity:






      Common stock

      1,645



      1,637


      Additional paid-in capital

      887,749



      879,969


      Accumulated deficit

      (734,409)



      (606,157)


      Accumulated other comprehensive loss

      (12,807)



      (11,138)


      Treasury stock

      (6,565)



      (6,565)


      Total stockholders' equity

      135,613



      257,746


      Noncontrolling interests

      99



      139


      Total equity

      135,712



      257,885


      Total liabilities and equity

      $

      617,257



      $

      864,671


      ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES


      CONSOLIDATED STATEMENTS OF CASH FLOWS


      (In thousands)


      (Unaudited)



      Years Ended December 31,


      2014



      2013


      Cash flows from operating activities:






      Net income (loss)

      $

      (127,518)



      $

      (246,518)


      Adjustments to reconcile net income (loss) to net cash provided by operating activities:






      Depreciation and amortization (other than multi-client library)

      27,656



      18,158


      Amortization of multi-client data library

      64,374



      86,716


      Stock-based compensation expense

      8,707



      7,476


      Equity in losses of investments

      49,485



      42,320


      Gain on sale of Source product line

      (6,522)



      —


      Gain on sale of cost method investments

      (5,463)



      (3,591)


      Accrual for (reduction of) loss contingency related to legal proceedings

      (69,557)



      183,327


      Impairment of goodwill and intangible assets

      23,284



      —


      Impairment of multi-client data library

      100,100



      5,461


      Write-down of excess and obsolete inventory

      6,952



      21,197


      Write-down of receivables from INOVA Geophysical

      5,510



      —


      Write-down of receivables from OceanGeo

      —



      9,157


      Deferred income taxes

      (437)



      4,844


      Change in operating assets and liabilities:






      Accounts receivable

      41,943



      (27,571)


      Unbilled receivables

      26,762



      40,211


      Inventories

      (13,892)



      (8,906)


      Accounts payable, accrued expenses and accrued royalties

      (4,771)



      8,482


      Deferred revenue

      (8,382)



      (6,253)


      Other assets and liabilities

      11,549



      13,077


      Net cash provided by operating activities

      129,780



      147,587


      Cash flows from investing activities:






      Investment in multi-client data library

      (67,785)



      (114,582)


      Purchase of property, plant, equipment and seismic rental equipment

      (8,264)



      (16,914)


      Repayment of (net advances to) INOVA Geophysical

      1,000



      (5,000)


      Net investment in and advances to OceanGeo B.V. prior to its consolidation

      (3,074)



      (24,755)


      Net proceeds from sale of Source product line

      14,394



      —


      Proceeds from sale of cost method investments

      14,051



      4,150


      Investment in convertible notes

      —



      (2,000)


      Other investing activities

      928



      128


      Net cash used in investing activities

      (48,750)



      (158,973)


      Cash flows from financing activities:






      Proceeds from issuance of notes

      —



      175,000


      Payments under revolving line of credit

      (50,000)



      (97,250)


      Borrowings under revolving line of credit

      15,000



      35,000


      Payments on notes payable and long-term debt

      (12,998)



      (4,361)


      Cost associated with issuance of debt

      (2,194)



      (6,773)


      Acquisition of non-controlling interest

      (6,000)



      —


      Payment of preferred dividends

      —



      (1,014)


      Conversion payment of preferred stock

      —



      (5,000)


      Proceeds from employee stock purchases and exercise of stock options

      577



      2,527


      Other financing activities

      (359)



      573


      Net cash provided by (used in) financing activities

      (55,974)



      98,702


      Effect of change in foreign currency exchange rates on cash and cash equivalents

      496



      (231)


      Net increase in cash and cash equivalents

      25,552



      87,085


      Cash and cash equivalents at beginning of period

      148,056



      60,971


      Cash and cash equivalents at end of period

      $

      173,608



      $

      148,056


      ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES


      SUMMARY OF SEGMENT INFORMATION


      (In thousands)


      (Unaudited)



      Three Months Ended
      December 31,


      Twelve Months Ended
      December 31,


      2014



      2013



      2014



      2013

      Net revenues:











      Solutions:











      New Venture

      $

      22,150



      $

      60,948



      $

      98,649



      $

      154,578

      Data Library

      36,076



      75,845



      66,180



      111,998

      Total multi-client revenues

      58,226



      136,793



      164,829



      266,576

      Data Processing

      21,944



      29,355



      113,075



      120,808

      Total

      $

      80,170



      $

      166,148



      $

      277,904



      $

      387,384

      Systems:











      Towed Streamer

      $

      8,213



      $

      25,530



      $

      43,995



      $

      66,991

      Ocean bottom equipment

      —



      —



      —



      7,307

      Other

      8,256



      14,940



      44,422



      48,134

      Total

      $

      16,469



      $

      40,470



      $

      88,417



      $

      122,432

      Software:











      Software Systems

      $

      7,819



      $

      11,121



      $

      36,203



      $

      35,418

      Services

      592



      938



      3,790



      3,933

      Total

      $

      8,411



      $

      12,059



      $

      39,993



      $

      39,351

      Ocean Bottom Services

      $

      31,790



      $

      —



      $

      103,244



      $

      —

      Total

      $

      136,840



      $

      218,677



      $

      509,558



      $

      549,167


      Three Months Ended December 31, 2014


      Three Months Ended December 31, 2013


      As Reported


      Special Items(1)


      As Adjusted


      As Reported


      Special Items(1)


      As Adjusted

      Gross profit (loss):


















      Solutions

      $

      (75,552)



      $

      100,825



      $

      25,273



      $

      77,508



      $

      —



      $

      77,508


      Systems

      (1,459)



      7,580



      6,121



      16,804



      608



      17,412


      Software

      5,447



      137



      5,584



      8,530



      —



      8,530


      Ocean Bottom Services

      9,482



      —



      9,482



      —



      —



      —


      Total

      $

      (62,082)



      $

      108,542



      $

      46,460



      $

      102,842



      $

      608



      $

      103,450


      Gross margin:


















      Solutions

      (94)%



      126

      %


      32

      %


      47

      %


      —

      %


      47

      %

      Systems

      (9)%



      46

      %


      37

      %


      42

      %


      1

      %


      43

      %

      Software

      65

      %


      1

      %


      66

      %


      71

      %


      —

      %


      71

      %

      Ocean Bottom Services

      30

      %


      —

      %


      30

      %


      —

      %


      —

      %


      —

      %

      Total

      (45)%



      79

      %


      34

      %


      47

      %


      —

      %


      47

      %

      Income (loss) from operations:


















      Solutions

      $

      (92,386)



      $

      102,740



      $

      10,354



      $

      60,931



      $

      —



      $

      60,931


      Systems

      (33,356)



      32,492



      (864)



      11,215



      754



      11,969


      Software

      3,227



      223



      3,450



      7,206



      —



      7,206


      Ocean Bottom Services

      6,737



      —



      6,737



      —



      —



      —


      Corporate and other

      (20,258)



      6,487



      (13,771)



      (15,121)



      —



      (15,121)


      Total

      $

      (136,036)



      $

      141,942



      $

      5,906



      $

      64,231



      $

      754



      $

      64,985


      Operating margin:


















      Solutions

      (115)%



      128

      %


      13

      %


      37

      %


      —

      %


      37

      %

      Systems

      (203)%



      198

      %


      (5)%



      28

      %


      2

      %


      30

      %

      Software

      38

      %


      3

      %


      41

      %


      60

      %


      —

      %


      60

      %

      Ocean Bottom Services

      21

      %


      —

      %


      21

      %


      —

      %


      —

      %


      —

      %

      Corporate and other

      (15)%



      5

      %


      (10)%



      (7)%



      —

      %


      (7)%


      Total

      (99)%



      103

      %


      4

      %


      29

      %


      1

      %


      30

      %


      Twelve Months Ended December 31, 2014


      Twelve Months Ended December 31, 2013


      As Reported


      Special Items(1)


      As Adjusted


      As Reported


      Special Items(1)


      As Adjusted

      Gross profit:


















      Solutions

      $

      (24,345)



      $

      100,825



      $

      76,480



      $

      111,108



      $

      5,461



      $

      116,569


      Systems

      29,829



      7,580



      37,409



      19,999



      25,688



      45,687


      Software

      28,835



      137



      28,972



      28,206



      —



      28,206


      Ocean Bottom Services

      27,904



      —



      27,904



      —



      —



      —


      Total

      $

      62,223



      $

      108,542



      $

      170,765



      $

      159,313



      $

      31,149



      $

      190,462


      Gross margin:


















      Solutions

      (9)%



      37

      %


      28

      %


      29

      %


      1

      %


      30

      %

      Systems

      34

      %


      8

      %


      42

      %


      16

      %


      21

      %


      37

      %

      Software

      72

      %


      —

      %


      72

      %


      72

      %


      —

      %


      72

      %

      Ocean Bottom Services

      27

      %


      —

      %


      27

      %


      —

      %


      —

      %


      —

      %

      Total

      12

      %


      22

      %


      34

      %


      29

      %


      6

      %


      35

      %

      Income (loss) from operations:


















      Solutions

      $

      (80,653)



      $

      102,740



      $

      22,087



      $

      61,146



      $

      5,461



      $

      66,607


      Systems

      (23,521)



      32,492



      8,971



      (9,957)



      28,050



      18,093


      Software

      20,212



      223



      20,435



      23,602



      —



      23,602


      Ocean Bottom Services

      19,070



      —



      19,070



      —



      —



      —


      Corporate and other

      (53,037)



      6,487



      (46,550)



      (58,395)



      9,157



      (49,238)


      Total

      $

      (117,929)



      $

      141,942



      $

      24,013



      $

      16,396



      $

      42,668



      $

      59,064


      Operating margin:


















      Solutions

      (29)%



      37

      %


      8

      %


      16

      %


      1

      %


      17

      %

      Systems

      (27)%



      37

      %


      10

      %


      (8)%



      23

      %


      15

      %

      Software

      51

      %


      —

      %


      51

      %


      60

      %


      —

      %


      60

      %

      Ocean Bottom Services

      18

      %


      —

      %


      18

      %


      —

      %


      —

      %


      —

      %

      Corporate and other

      (10)%



      1

      %


      (9)%



      (11)%



      2

      %


      (9)%


      Total

      (23)%



      28

      %


      5

      %


      3

      %


      8

      %


      11

      %






      (1)

      See the tables titled 'Reconciliation of Restructuring and Special Items to Diluted Earnings per Share' for descriptions of these restructuring and special items for three and twelve months ended December 31, 2014 and 2013.

      INOVA GEOPHYSICAL EQUIPMENT LIMITED
      SUMMARIZED FINANCIAL HIGHLIGHTS

      (In thousands)

      (Unaudited)

      The Company accounts for its 49% interest in INOVA Geophysical as an equity method investment and records its share of earnings and losses of INOVA Geophysical on a one fiscal quarter lag basis.  The following table reflects the summarized financial information for INOVA Geophysical for the three months ended September 30, 2014 and 2013 and the twelve-month periods from October 1 to September 30, 2014 and 2013:




      Three Months Ended September 30,


      Period from October 1

      through September 30,



      2014



      2013



      2014



      2013



      Net revenues

      $

      12,201



      $

      40,672



      $

      89,975



      $

      183,619



      Gross profit (loss)

      $

      (7,773)

      (1)


      $

      (28,366)

      (2)


      $

      247

      (1)


      $

      (1,988)

      (2)


      Income (loss) from operations

      $

      (18,446)

      (1)


      $

      (37,360)



      $

      (34,540)

      (1)


      $

      (44,463)



      Net income (loss)

      $

      (20,077)



      $

      (38,972)

      (2)


      $

      (40,087)



      $

      (46,149)

      (2)







      (1)

      Impacting INOVA's gross profit (loss) for the three months ended September 30, 2014, is $3.8 million of a write-down of excess and obsolete inventory.  In addition to the special item impacting gross profit (loss), income (loss) from operations was also impacted by $3.4 million of charges related to customer bad debts.



      (2)

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

      Reconciliation of Adjusted EBITDA to Net Income (Loss)

      (Non-GAAP Measure)

      (In thousands)

      (Unaudited)

      The term Adjusted EBITDA represents net income (loss) before interest expense, interest income, income taxes, depreciation and amortization, gains on sale of cost method investments and the Source product line, and other non-cash charges including, without limitation, equity in (earnings) losses of investments, accrual for (reduction of) loss contingency related to legal proceedings and the impairment and write-down of assets. Adjusted EBITDA is not a measure of financial performance under generally accepted accounting principles and should not be considered in isolation from or as a substitute for net income (loss) or cash flow measures prepared in accordance with generally accepted accounting principles or as a measure of profitability or liquidity. Additionally, Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. The Company has included Adjusted EBITDA as a supplemental disclosure because its management believes that Adjusted EBITDA provides useful information regarding our ability to service debt and to fund capital expenditures and provides investors a helpful measure for comparing its operating performance with the performance of other companies that have different financing and capital structures or tax rates.


      Three Months Ended December 31,


      Twelve Months Ended December 31,


      2014



      2013



      2014



      2013


      Net income (loss)

      $

      (181,528)



      $

      19,676



      $

      (127,518)



      $

      (246,518)


      Interest expense, net

      4,603



      4,241



      19,382



      12,344


      Income tax expense

      6,321



      6,270



      20,582



      25,720


      Depreciation and amortization expense

      25,027



      40,836



      92,030



      104,874


      Equity in losses of investments

      40,458



      31,906



      49,485



      42,320


      Write-down of multi-client data library

      100,100



      —



      100,100



      5,461


      Impairment of goodwill and intangible assets

      23,284



      —



      23,284



      —


      Write-down of receivables from INOVA Geophysical

      5,510



      —



      5,510



      —


      Write-down of excess and obsolete inventory

      6,952



      —



      6,952



      21,197


      Gain on sale of cost method investments

      (5,463)



      —



      (5,463)



      (3,591)


      Gain on sale of Source product line

      —



      —



      (6,522)



      —


      Accrual for (reduction of) loss contingency related to legal proceedings

      —



      1,551



      (69,557)



      183,327


      Write-down of receivables from OceanGeo

      —



      —



      —



      9,157


      Adjusted EBITDA

      $

      25,264



      $

      104,480



      $

      108,265



      $

      154,291


      Reconciliation of Restructuring and Special Items to Diluted Earnings per Share

      (Non-GAAP Measure)

      (In thousands, except per share data)

      (Unaudited)

      The financial results are reported in accordance with GAAP. However, management believes that certain non-GAAP performance measures may provide users of this financial information additional meaningful comparisons between current results and results in prior operating periods. One such non-GAAP financial measure is income (loss) from operations or net income (loss) excluding certain charges or amounts. This adjusted income (loss) amount is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for income (loss) from operations, net income (loss) or other income data prepared in accordance with GAAP.  See the table below for supplemental financial data and the corresponding reconciliation to GAAP financials for the three and twelve months ended December 31, 2014 and 2013:


      Three Months Ended December 31, 2014





      Restructuring and Special Items by Segment





      As Reported


      Solutions(1)


      Systems(2)


      Software(3)


      Corporate and Other


      As Adjusted

      Net revenues

      $

      136,840



      $

      —



      $

      —



      $

      —



      $

      —



      $

      136,840


      Cost of sales

      198,922



      (100,825)



      (7,580)



      (137)



      —



      90,380


      Gross profit (loss)

      (62,082)



      100,825



      7,580



      137



      —



      46,460


      Operating expenses

      73,954



      (1,915)



      (24,912)



      (86)



      (6,487)


      (4)

      40,554


      Income (loss) from operations

      (136,036)



      102,740



      32,492



      223



      6,487



      5,906


      Operating margin

      (99)%















      4

      %

      Interest expense, net

      (4,603)



      —



      —



      —



      —



      (4,603)


      Equity in losses of investments

      (40,458)



      —



      —



      —



      34,199


      (5)

      (6,259)


      Other income (expense), net

      5,890



      —



      —



      —



      (5,463)


      (6)

      427


      Income tax expense

      6,321



      283



      —



      26



      —



      6,630


      Net income (loss)

      (181,528)



      102,457



      32,492



      197



      35,223



      (11,159)


      Net loss attributable to noncontrolling interests

      650



      (504)



      —



      —



      —



      146


      Net income (loss) applicable to common shares

      $

      (180,878)



      $

      101,953



      $

      32,492



      $

      197



      $

      35,223



      $

      (11,013)


      Net income (loss) per share:


















      Basic

      $

      (1.10)















      $

      (0.07)


      Diluted

      $

      (1.10)















      $

      (0.07)


      Weighted average number of common shares outstanding:


















      Basic

      164,290















      164,290


      Diluted

      164,290















      164,290







      (1)

      Primarily relates to the write-down of the multi-client data library, in addition to the impairment of intangible assets and severance-related charges within the Solutions segment.



      (2)

      Primarily relates to the write-down of goodwill, in addition to inventory write-downs, bad debt and severance-related charges within the Systems segment.



      (3)

      Represents severance-related charges within the Software segment.



      (4)

      Represents the write-down of receivables due from INOVA Geophysical, in addition to severance-related charges.



      (5)

      Represents the full write-down of Company's equity method investment in INOVA Geophysical of $30.7 million, in addition to the Company's share of charges related excess and obsolete inventory and customer bad debts of $3.5 million.



      (6)

      Represents a non-recurring gain on sale of a cost method investment.


      Twelve Months Ended December 31, 2014





      Restructuring and Special Items by Segment





      As Reported


      Solutions(a)


      Systems(a)


      Software(a)


      Corporate and Other


      As Adjusted

      Net revenues

      $

      509,558



      $

      —



      $

      —



      $

      —



      $

      —



      $

      509,558


      Cost of sales

      447,335



      (100,825)



      (7,580)



      (137)



      —



      338,793


      Gross profit

      62,223



      100,825



      7,580



      137



      —



      170,765


      Operating expenses

      180,152



      (1,915)



      (24,912)



      (86)



      (6,487)


      (a)

      146,752


      Income (loss) from operations

      (117,929)



      102,740



      32,492



      223



      6,487



      24,013


      Operating margin

      (23)%















      5

      %

      Interest expense, net

      (19,382)



      —



      —



      —



      —



      (19,382)


      Equity in losses of investments

      (49,485)



      —



      —



      —



      34,199


      (a)

      (15,286)


      Other income (expense), net

      79,860



      —



      (6,522)



      —



      (75,020)


      (b)

      (1,682)


      Income tax expense

      20,582



      283



      (357)



      26



      —



      20,534


      Net income (loss)

      (127,518)



      102,457



      26,327



      197



      (34,334)



      (32,871)


      Net income attributable to noncontrolling interests

      (734)



      (504)



      —



      —



      —



      (1,238)


      Net income (loss) applicable to common shares

      $

      (128,252)



      $

      101,953



      $

      26,327



      $

      197



      $

      (34,334)



      $

      (34,109)


      Net income (loss) per share:


















      Basic

      $

      (0.78)















      $

      (0.21)


      Diluted

      $

      (0.78)















      $

      (0.21)


      Weighted average number of common shares outstanding:


















      Basic

      164,089















      164,089


      Diluted

      164,089















      164,089







      (a)

      Relates to the restructuring and special items impacting the fourth quarter 2014.   See the notes for the three months ended December 31, 2014 for description of these restructuring and special items.



      (b)

      In addition to the sale of a cost method investment of $5.5 million in the fourth quarter, the Company's first quarter results were impacted by a reduction in the WesternGeco legal contingency by $69.6 million and in the second quarter a non-recurring gain on the sale of the marine source product line of $6.5 million (before tax).




      Three Months Ended December 31, 2013





      Restructuring and Special Items by Segment





      As Reported


      Systems(1)


      Corporate and Other


      As Adjusted

      Net revenues

      $

      218,677



      $

      —



      $

      —



      $

      218,677


      Cost of sales

      115,835



      (608)



      —



      115,227


      Gross profit

      102,842



      608



      —



      103,450


      Operating expenses

      38,611



      (146)



      —



      38,465


      Income from operations

      64,231



      754



      —



      64,985


      Operating margin

      29

      %








      30

      %

      Interest expense, net

      (4,241)



      —



      —



      (4,241)


      Equity in losses of investments

      (31,906)



      —



      31,238


      (2)

      (668)


      Other expense, net

      (2,138)



      —



      1,551


      (3)

      (587)


      Income tax expense

      6,270



      —



      —



      6,270


      Net income

      19,676



      754



      32,789



      53,219


      Net loss attributable to noncontrolling interests

      143



      —



      —



      143


      Net income applicable to common shares

      $

      19,819



      $

      754



      $

      32,789



      $

      53,362


      Net income per share:












      Basic

      $

      0.12









      $

      0.33


      Diluted

      $

      0.12









      $

      0.33


      Weighted average number of common shares outstanding:












      Basic

      163,445









      163,445


      Diluted

      163,772









      163,772







      (1)

      Represents restructuring charges related to the Systems segment vacating certain leased facilities in the fourth quarter 2013.



      (2)

      $18.8 million represents ION's 49% share of restructuring charges within the INOVA joint venture, associated with the impairment of intangible assets, write-down of excess and obsolete inventory and rental equipment, and severance-related charges and $12.4 million represents losses incurred as a result of ION taking a larger ownership position in OceanGeo.



      (3)

      Represents additional accrued interest related to the WesternGeco legal contingency.




      Twelve Months Ended December 31, 2013





      Restructuring and Special Items by Segment




      As Reported


      Solutions(a)


      Systems(b)


      Corporate and Other


      As Adjusted

      Net revenues

      $

      549,167



      $

      —



      $

      —



      $

      —



      $

      549,167


      Cost of sales

      389,854



      (5,461)



      (25,688)



      —



      358,705


      Gross profit

      159,313



      5,461



      25,688



      —



      190,462


      Operating expenses

      142,917



      —



      (2,362)



      (9,157)


      (c)

      131,398


      Income from operations

      16,396



      5,461



      28,050



      9,157



      59,064


      Operating margin

      3

      %











      11

      %

      Interest expense, net

      (12,344)



      —



      —



      —



      (12,344)


      Equity in losses of investments

      (42,320)



      —



      —



      31,238


      (d)

      (11,082)


      Other income (expense), net

      (182,530)



      —



      —



      184,491


      (e)

      1,961


      Income tax expense

      25,720



      —



      —



      (7,811)


      (f)

      17,909


      Net income (loss)

      (246,518)



      5,461



      28,050



      232,697



      19,690


      Net loss attributable to noncontrolling interests

      658



      —



      —



      —



      658


      Net income (loss) attributable to ION

      (245,860)



      5,461



      28,050



      232,697



      20,348


      Preferred stock dividends

      6,014



      —



      —



      (5,000)


      (g)

      1,014


      Net income (loss) applicable to common shares

      $

      (251,874)



      $

      5,461



      $

      28,050



      $

      237,697



      $

      19,334


      Net income (loss) per share:















      Basic

      $

      (1.59)












      $

      0.12


      Diluted

      $

      (1.59)












      $

      0.12


      Weighted average number of common shares outstanding:















      Basic

      158,506












      158,506


      Diluted

      158,506












      159,117







      (a)

      Represents the partial write-down of a multi-client data library.



      (b)

      Represents excess and obsolete inventory write-downs and severance-related charges as a result of restructuring of the Systems segment.



      (c)

      Represents the write-down of the carrying value of all receivables due from OceanGeo at September 30, 2013.



      (d)

      $18.8 million represents ION's 49% share of restructuring charges within the INOVA joint venture, associated with the impairment of intangible assets, write-down of excess and obsolete inventory and rental equipment, and severance-related charges and $12.4 million represents losses incurred as a result of ION taking a larger ownership position in OceanGeo.



      (e)

      Primarily represents the loss contingency accrual related to the WesternGeco legal matter.



      (f)

      Represents a charge to income tax expense related to the Company establishing a valuation allowance on its net deferred tax assets.






      (g)

      Represents a payment related to the conversion of ION preferred stock into ION common shares.






      SOURCE ION Geophysical Corporation

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