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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
- -----------------------------------------------------------------------------
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE EXCHANGE ACT OF 1934
Commission file number 0-27070
-----------------------------------------
VENTURE SEISMIC LTD.
(Exact name of small business issuer as
specified in its charter)
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<S> <C>
ALBERTA, CANADA N/A
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation of organization)
</TABLE>
3110 - 80th Avenue S.E.
Calgary, Alberta T2C 1J3
(Address of principal executive offices)
(403) 777-9070
(Issuer's telephone number)
----------------------------------------
Check whether the issuer (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes X No
--- ---
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 3,109,819 shares of Common
Stock, no par value, were outstanding as of February 6, 1997.
Transitional Small Business Disclosure Format (Check one):
Yes No X
--- ---
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VENTURE SEISMIC LTD.
INDEX TO FORM 10-QSB
FOR THE QUARTER ENDED DECEMBER 31, 1996
PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements Page
----
Consolidated Balance Sheets
December 31, 1996 and September 30, 1996 ................................................ 3
Consolidated Statements of Income
Three months ended December 31, 1996 and 1995 ............................................ 4
Consolidated Statements of Cash Flows
Three months ended December 31, 1996 and 1995............................................. 5
Notes to Consolidated Financial Statements .................................................. 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations ......................................................... 9
PART II. OTHER INFORMATION
Item 2. Changes in Securities ................................................................... 12
Item 6. Exhibits and Reports on Form 8-K ......................................................... 13
Signatures......................................................................................... 16
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PART 1. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
VENTURE SEISMIC LTD.
CONSOLIDATED BALANCE SHEETS
(IN U.S. DOLLARS)
<TABLE>
<CAPTION>
December 31, 1996 September 30, 1996
----------------- ------------------
<S> <C> <C>
ASSETS
CURRENT
Cash $ 28,802 $ -
Accounts receivable 4,326,380 2,644,659
Income taxes recoverable 428,099 430,975
Work-in-progress 809,370 381,273
Other receivables 217,884 127,706
Current portion of advances to shareholders 7,342 7,342
Prepaid expenses and deposits 178,629 156,678
----------- -----------
5,996,506 3,748,633
ADVANCES TO SHAREHOLDERS 14,684 14,684
DEFERRED INCOME TAXES - 63,875
CAPITAL ASSETS 11,618,577 9,614,265
INTANGIBLE ASSETS 1,453,203 1,491,783
----------- -----------
$19,082,970 $14,933,240
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Bank indebtedness $ 91,302 $ 164,630
Accounts payable and accrued liabilities 4,761,134 2,764,723
Current portion of long term debt (note 4) 2,066,381 1,520,000
----------- -----------
6,918,817 4,449,353
----------- -----------
LONG TERM DEBT (NOTE 4) 3,879,876 2,356,060
----------- -----------
DEFERRED INCOME TAXES 15,875 -
----------- -----------
SHAREHOLDERS' EQUITY
Share capital (note 5) 7,576,902 7,539,902
Retained earnings 644,865 494,843
Cumulative translation adjustment 46,635 93,082
----------- -----------
8,268,402 8,127,827
----------- -----------
$19,082,970 $14,933,240
=========== ===========
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VENTURE SEISMIC LTD.
CONSOLIDATED STATEMENTS OF INCOME
(IN U.S. DOLLARS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 31,
1996 1995
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<S> <C> <C>
REVENUE $5,584,771 $1,591,926
DIRECT EXPENSES 4,246,748 1,270,056
---------- ----------
GROSS MARGIN 1,338,023 321,870
OTHER INCOME
Interest and other income 5,707 41,446
---------- ----------
1,343,730 363,316
---------- ----------
EXPENSES
General and administrative 397,954 286,939
Depreciation and amortization 537,184 272,322
Interest 138,570 84,738
---------- ----------
1,073,708 643,999
---------- ----------
INCOME (LOSS) BEFORE INCOME TAXES 270,022 (280,683)
---------- ----------
INCOME TAXES
Current - (221,220)
Deferred 120,000 95,862
---------- ----------
120,000 (125,358)
---------- ----------
NET INCOME (LOSS) $ 150,022 $ (155,325)
========== ==========
NET INCOME (LOSS) PER COMMON SHARE 0.05 (0.07)
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 3,096,500 2,275,000
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VENTURE SEISMIC LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN U.S. DOLLARS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 31,
1996 1995
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<S> <C> <C>
OPERATING ACTIVITIES:
Net income(loss) $ 150,022 $ (155,325)
Items not involving cash:
Depreciation and amortization 537,184 272,322
Deferred income taxes 120,000 95,862
Cumulative translation adjustment (49,697) 81,127
Net change in non-cash working capital (222,660) (246,629)
----------- ----------
534,849 47,357
----------- ----------
FINANCING ACTIVITIES:
Proceeds on issuance of shares 50,000 6,496,376
Decrease in bank indebtedness (73,328) (373,081)
Decrease in advances to shareholders - 304
Increase (decrease) in long term debt 2,070,197 (256,631)
Net change in non-cash working capital (50,000) -
----------- ----------
1,996,869 5,866,968
----------- ----------
INVESTMENT ACTIVITIES:
Purchase of capital assets (2,502,916) (1,910,501)
----------- ----------
(2,502,916) (1,910,501)
----------- ----------
INCREASE IN CASH FOR THE PERIOD 28,802 4,003,824
CASH, BEGINNING OF PERIOD - -
----------- ----------
CASH, END OF PERIOD $ 28,802 $4,003,824
=========== ==========
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VENTURE SEISMIC LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996
1. Basis of Financial Statement Presentation
The consolidated financial statements of Venture Seismic Ltd. are unaudited and
reflect all adjustments (consisting only of normal recurring adjustments) which
are, in the opinion of management, necessary for a fair presentation of the
financial position as of December 31, 1996, operating results for the three
months ended December 31, 1996 and December 31, 1995 and statements of cash
flows for the three months ended December 31, 1996 and December 31, 1995. The
consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto, together with management's
discussion and analysis of financial condition and results of operations,
contained in the Company's Annual Report on Form 10-KSB for the fiscal year
ended September 30, 1996. The foregoing interim results for the three months
ended December 31, 1996 are not necessarily indicative of the results for the
entire fiscal year ending September 30, 1997.
The consolidated financial statements are prepared in accordance with Canadian
generally accepted accounting principles ("Canadian GAAP"). Certain of these
principles differ in respect from those applicable in the United States ("U.S.
GAAP"). Differences, if material, are disclosed in note 3 - United States
Accounting Principles.
2. Currency Presentation and Exchange Rates
All dollar amounts, unless otherwise stated, are expressed in United States
dollars. The Company has selected U.S. dollars as its currency for financial
reporting and display purposes and accordingly applies the current rate method
to translate its accounts measured in Canadian dollars to U.S. dollars. Under
this method, average exchange rates are used for items included in the
consolidated income statement and period end exchange rates for the assets and
liabilities. Any significant gains or losses are included as a separate
component of shareholders' equity.
For translation purposes the exchange rates of the Canadian dollar in exchange
for U.S. dollars, is calculated from the exchange rates reported by the Federal
Reserve Bank of New York as the noon buying rate in New York for cable
transfers in Canadian dollars as certified for custom purposes. The average
exchange rates for the three months ended December 31, 1996 and December 31,
1995 are $0.7405 = $1.00 Canadian and $0.7374 = $1.00 Canadian respectively.
The period end exchange rates at December 31, 1996 and September 30, 1996 are
$0.7293 = $1.00 Canadian and $0.7342 = $1.00 Canadian respectively.
6
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3. United States Accounting Principles and Earnings per Share
For the periods ended December 31, 1996 and December 31, 1995 there were no
material differences in net income (loss) and net income (loss) per common
share using Canadian and U.S. GAAP.
4. Long term debt
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<CAPTION>
December 31, September 30,
1996 1996
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<S> <C> <C>
Capital loan, bearing interest at the lender's cost
of funds plus 3.0% and repayable in monthly
instalments of $102,102($140,000 Canadian), due
February 15, 2001 $5,105,100 -
Equipment lease purchase contract, bearing interest
at 22%, repayable in monthly instalments of $73,704
comprised of principal and interest, due April 30, 1997 841,157 -
Capital loan, bearing interest at the lender's cost
of funds plus 3.25% and repayable in monthly
instalments of $68,831($93,750 Canadian), due
September 15, 1999 - 2,409,094
Equipment purchase contract, bearing interest at 8%,
repayable in monthly instalments of $91,000, comprised
of principal and interest, due June 15, 1997 - 795,528
Equipment lease purchase contract, bearing interest
at 22%, repayable in monthly instalments of
$71,613 comprised of principal and interest, due
December 31, 1996 - 671,438
---------- ----------
5,946,257 3,876,060
Less current portion (2,066,381) (1,520,000)
---------- ----------
$3,879,876 $2,356,060
========== ==========
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7
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A general security agreement on equipment and a fixed charge on certain
equipment have been pledged as collateral for the capital loan. Principal
repayments are as follows:
<TABLE>
<S> <C>
1997, remainder of fiscal year $1,760,075
1998 1,225,224
1999 1,225,224
2000 1,225,224
2001 510,510
----------
$5,946,257
==========
</TABLE>
5. Share capital
During the three months ended December 31, 1996 an income tax benefit of
$37,000 associated with fiscal 1996 share issue expenses has been recorded in
the share capital account. The remaining income tax benefit of $193,776 will
be recognized in the share capital account when realized.
8
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Except for the description of historical facts contained herein, this Form
10-QSB contains certain forward-looking statements that involve risks and
uncertainties. Actual results could differ from those anticipated due to a
number of factors including the capital intensive nature of the Company's
business and its need for additional funds for operations and debt service
requirements, fluctuations in operating results, dependence upon principal
customers and on the activity of the oil and gas industry, risks associated
with international operations and regulatory, competitive and contractual
risks.
RESULTS OF OPERATIONS
Revenue for the three months ended December 31, 1996 ("1996 three months")
increased by approximately 251% to $5,584,771 as compared to $1,591,926 for the
three months ended December 31, 1995 ("1995 three months"). This increase was
primarily attributable to increased activity in the Canadian market and
additional revenue in the United States market generated by the Company's
wholly owned subsidiary, Boone Geophysical, Inc. ("Boone"). Boone was acquired
in June 1996 and generated revenue of $1,765,206 for the three months ended
December 31, 1996. Revenue from the Canadian market increased 140% for the
1996 three months to $3,819,565 from $1,591,926 for the 1995 three months. As
a percentage of revenue Canadian based operations contributed 68.4% for the
1996 three months as compared to 100% for the 1995 three months.
Direct expenses for the three months ended December 31, 1996 increased by
approximately 234% to $4,246,748 as compared to $1,270,056 for the three months
ended December 31, 1995. Direct expenses as a percentage of revenue decreased to
76.0% in the 1996 three months as compared to 79.8% for the 1995 three months.
The decrease in direct costs as a percentage of revenue in the 1996 three
months is due to the increased activity in the Canadian market which decreased
the effect of fixed costs and an improvement in contracted rates due to
increased demand in the market.
Other income for the 1996 three months decreased by 86.2% to $5,707 as compared
to $41,446 for the 1995 three months. Other income for the 1995 three months
was primarily attributable to interest income from funds invested on completion
of the Company's initial public offering in November 1995.
General and administrative expenses for the three months ended December 31,
1996 increased by 38.7% to $397,954 as compared to $286,939 for the three
months ended December 31, 1995. This increase is primarily attributable to
increased operating activity in the Canadian market and the inclusion of
general and administrative expenses related to the Boone operations in the U.S.
market.
9
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Depreciation and amortization expense for the three months ended December 31,
1996 increased by 97.3% to $537,184 as compared to $272,322 for the three
months ended December 31, 1995. The increase in depreciation is primarily
attributable to additional equipment related to the acquisition of Boone in
June 1996 and the acquisition of two telemetry systems in November and December
1996. The 1996 three months also includes an amortization charge of $38,580
related to the amortization of goodwill recognized on the acquisition of Boone.
Interest expense for the three months ended December 31, 1996 increased by
63.5% to $138,570 as compared to $84,738 for the three months ended December
31, 1995. The increase results from increased debt levels related to the
acquisition of two data acquisition systems, geophones for the Company's U.S.
operation and a new set of viborseis units.
The income tax provision of $120,000 for the three months ended December 31,
1996 and the recovery of $125,358 for the three months ended December 31, 1995
both correspond to the expected statutory rate of 44%.
The Company had net income of $150,022, or $0.05 per share, for the three
months ended December 31, 1996 as compared to a net loss of $155,325, or $0.07
per share for the three months ended December 31, 1995, resulting primarily
from increased revenues as discussed above.
QUARTERLY FLUCTUATIONS
The Company's business is subject to substantial quarterly variations as a
result of activity variations in the Canadian seismic industry. Generally,
increased activity occurs in the Canadian seismic industry during the Canadian
winter season, from November to March. During this period the colder weather
freezes the ground and permits easier access to marshy terrain in the northern
areas of Western Canada and agricultural areas. During the spring, bans are
placed on road use, which temporarily limits access to many areas where the
Company conducts its operations. Further, due to the soft wet ground
conditions and marshy terrain in the northern areas of Western Canada, both of
which are extremely sensitive to traffic and heavy equipment, the extent to
which the Company can conduct its operations during the spring and summer is
significantly reduced. As a result the Company has historically experienced a
fluctuation in quarterly results with generally increased activity in the
Company's first and second quarters and a significant decrease in revenues and
net income during the third and fourth quarters. With the acquisition of Boone
in June 1996 the Company is expanding and diversifying its operations into the
United States, and if successful, this expansion will reduce the seasonality
effects traditionally associated with Company's Canadian operations. Due to
the factors noted above, the Company's results of operations may be subject to
fluctuations, particularly on a quarterly basis and the Company's stock price
may be affected by such results.
10
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LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1996 the Company had a working capital deficit of $922,311,
including the current portion of long term debt of $2,066,381. Included in the
current portion of long term debt is $841,157 in respect of a "lease to
purchase" obligation for a telemetry data acquisition system under an agreement
entered into in October 1996. Under the terms of this agreement the Company can
exercise a purchase option (the "Lease Option") on April 30, 1997 with credit
being given for a portion of the lease payments paid during the period November
1, 1996 to April 30, 1997. The Company has recorded the equipment as a capital
asset and recognized the related leasing commitment, including the buy-out
commitment, as a current liability. The Company expects that additional long
term debt financing will have to be obtained to exercise the Lease Option.
Such financing would improve the Company's working capital position since the
entire obligation is currently classified as a current liability. There is no
assurance that the Company will be able to obtain such financing and a failure
to obtain such financing would reduce the Company's ability to exercise the
Lease Option.
During the three months ended December 31, 1996 the Company entered into an
agreement whereby approximately $1,265,000 in additional funding was provided
for the acquisition of additional capital equipment and the Company's existing
capital loan and equipment financing was refinanced under a new capital loan
(the "New Capital Loan"). This refinancing resulted in a New Capital Loan of
approximately $5,105,100 ($7,000,000 Canadian) for which all of the Company's
equipment is pledged as collateral. This New Capital Loan is evidenced by a
debenture bearing interest at a rate equal to the lender's cost of funds plus
3.00% (which based on the lender's cost of funds at Janaury 15, 1997 aggregated
approximately 6.589% at such date), is payable in monthly principal instalments
of $102,000 plus interest, and matures in February 2001. Based on the lender's
cost of funds at January 15, 1997 the Company's debt service requirements in
connection with the New Capital Loan are expected to aggregate approximately
$1,520,000 for the next twelve months.
The Company continues to maintain its operating line of credit which provides
for an aggregate of up to $875,000 in advances available to the Company subject
to a limit of: i) the excess in value of current assets over current
liabilities (excluding the current portion of long-term debt) and ii) 70% of
the value of the accounts receivable of the Company which are less than ninety
days old. Borrowings under the operating line are payable on demand, bear
interest at the bank's prime rate plus .75%. The Company's trade receivables
have been pledged as collateral for the operating line. As at December 31,
1996 the Company was not in compliance with the covenant relating to the
maintenance of a working capital ratio of not less than 1:1 however the Company
has requested and received a waiver from the bank provided the Company is in
compliance with the working capital covenant by March 31, 1997. If the Company
is not in compliance with the working capital covenant at March 31, 1997 the
Company will be required to secure an extended waiver from the bank although
there can be no assurance that the Company will be able to obtain such a
waiver.
11
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The Company will require satisfactory operating cash flows to continue
operations, complete capital expenditures and meet its principal and interest
obligations with respect to the New Capital Loan. The Company currently
expects to exercise the Lease Option with funding expected to be provided by
additional financing. The Company anticipates, based on its current plans and
assumptions, that the funds provided by the refinancing, funds expected to be
generated from operations and funds provided by new financing for the Lease
Option will be sufficient to satisfy the Company's existing cash requirements
over the next twelve month period. In the event that the Company does not
obtain additional financing to exercise the Lease Option, the Company
anticipates, based on its current plans and assumptions, that it will not
exercise the Lease Option and that funds provided by the refinancing and funds
expected to be generated from operations will be sufficient to satisfy the
Company's existing cash requirements over the next twelve month period.
However, the Company's ability to meet its debt service and other obligations
depends on its future performance which is subject to general economic
conditions, oil and gas commodity prices and other business factors beyond the
Company's control. If the Company is unable to generate sufficient cash flow
from operations or to comply with the terms of the New Capital Loan it may be
required to refinance all or a portion of its existing debt or to obtain
additional financing, although there can be no assurance that the Company will
be able to obtain such refinancing or additional financing.
Included in the December 31, 1996 accounts receivable balance of $4,326,380 and
the accounts payable and accrued liabilities balance of $4,761,134 were certain
reimbursable amounts which are not included in the Company's revenue or direct
costs. In accordance with the terms of various project agreements, certain
costs are paid by the Company and passed on or flowed through to the customer
at cost. As a result these reimbursable costs are included in accounts
receivables and accounts payable even though they do not impact revenue or
direct expenses. The collection of accounts receivable and the payment of
accounts payable are expected to continue to occur in the normal 30 to 60 day
time period following billing.
PART II. OTHER INFORMATION
Item 2. Changes in Securities
In accordance with the terms of the Securities Purchase Agreement with Boone
Geophysical, Inc. and Lynn Boone dated as of May 31, 1996, the Company issued
12,136 common shares, with a fair market value of $50,000, to Lynn Boone
effective December 1, 1996.
This transaction was a private transaction not involving a public offering and
was exempt from the registration provisions of the Securities Act of 1933, as
amended, pursuant to Section 4(2) thereof. The sale of securities was without
the use of an underwriter, and the certificate evidencing the common shares
bears a restrictive legend permitting the transfer thereof only upon
registration of the shares or an exemption under the Securities Act of 1933, as
amended.
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Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
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3.1 Articles of Incorporation of the Registrant and Certificates of
Amendment thereto (1)
3.2 By-laws of the Registrant (1)
4.1 Revised Form of Warrant Agreement (1)
4.2 Revised Form of Underwriter's Warrant (1)
10.1 Debenture issued by Registrant to Roynat Inc. dated July 19, 1995
and the amendments thereto dated September 6, 1995 and September
19, 1995. (1)
10.3 Priorities Agreement between Province of Alberta Treasury
Branches, Roynat Inc., and Registrant, dated July 25, 1995 (1)
10.4 Buy-Back Agreement between Opseis Inc., Roynat Inc. and
Registrant, dated July 25, 1995 (1)
10.5 Agreement to Assign Life Insurance between Brian Kozun,
Registrant and Roynat Inc. dated July 19, 1995 (1)
10.6 Outline of Credit between Registrant and Province of Alberta
Treasury Branches, dated June 21, 1995 (1)
10.7 Waiver letter from Alberta Treasury Branches, dated
August 18,1995 (1)
10.8 Representative Agreement between Registrant and S. Antonio
Velarde, dated July 1, 1995 (1)
10.9 Joint Venture Agreement, and amendment thereto, between
Registrant and Aguasuelos Ingenieria, C.A. dated March 17,
1995 and English translation thereto (1)
10.10 1995 Stock Option Plan (1)
10.11 Employment Agreement between Registrant and Brian Kozun dated
September 14, 1995 (1)
</TABLE>
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<TABLE>
<S> <C>
10.12 Employment Agreement between Registrant and P. Daniel
McArthur dated July 11, 1994, Clarification and Amendment
Agreement effective as of July 11, 1994, Novation Agreement,
dated June 28, 1995 and Waiver letter dated September 8, 1995(1)
10.13 Form of Indemnity Agreement (1)
10.14 Lease between Registrant and BRL Corporation, dated September 2,
1994 (1)
10.15 Revised Form of Consulting Agreement between the Registrant and
the Underwriter (1)
10.16 Representative Agreement between the Registrant and Geotrex,
dated July 1, 1995 (1)
10.17 Memorandum of Understanding between Registrant and Shiv-Vani
Drilling Limited, dated February 28, 1995 (1)
10.18 Lease between Registrant and Opseis, Inc. dated
September 27,1995 (1)
10.20 Securities Purchase Agreement dated as of May 31, 1996 between
Registant, Boone Geophysical, Inc. and Lynn Boone (2)
10.21 Promissory note dated as of June 20, 1996 between the Registrant
and Opsies, Inc. (3)
10.22 Debenture issued by the Registrant dated December 6, 1996 (4)
10.23 Lease agreement between the Registrant and Mitchman Industries,
Inc. dated October 18, 1996.
27 Financial Data Schedule
</TABLE>
(1) Incorporated by reference from Registrant's Registration
Statement on Form SB-2 (File No. 33-97132) declared
effective on November 6, 1995
(2) Incorporated by reference to the Registrant's Form 8-K
dated June 12, 1996
14
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(3) Incorporated by reference to the Registrant's Quarterly
Report on Form 10-QSB for the quarter ended June 30,
1996
(4) Incorporated by reference to the Registrant's Annual
Report on Form 10-KSB for year ended September 30, 1996.
(b) Reports on Form 8-K
The Registrant did not file any reports on Form 8-K during the
three months ended December 31, 1996.
15
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Venture Seismic Ltd.
/s/ Gregory B. Wiebe
----------------
By: Gregory B. Wiebe
Vice President Finance and Chief Financial Officer
Dated: February 7, 1997
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Exhibit 10.23
LEASE AGREEMENT
STATE OF TEXAS
COUNTY OF WALKER
THIS LEASE AGREEMENT is made and entered into this day of OCTOBER 18, 1996 to
be effective as of NOVEMBER 1, 1996, by and between MITCHAM INDUSTRIES INC., a
Texas Corporation (herein referred to as "Lessor") and VENTURE SEISMIC LTD.,
CALGARY, ALBERTA, a CANADA Corporation (herein referred to as "Lessee"):
WITNESSETH:
I. PROPERTY LEASED
Subject to and upon the terms, provisions and conditions herein set forth, and
each in consideration of the mutual covenants and obligations herein expresses,
Lessor has demised and leased, and by these presents does demise and lease,
exclusively to Lessee, and Lessee hereby rents and leases from Lessor that
certain equipment more particularly described in Exhibit A hereto attached and
made a part hereof as if the same were herein copied verbatim.
II. TERM AND RENTAL
A. COMMENCEMENT AND DURATION.
Subject to and upon the terms, provisions and conditions hereinafter set forth,
this Lease shall be for a term of 6 months, and shall begin on November 1,
1996, and shall end on April 30, 1997. Lessee agrees to take possession of the
leased equipment in good and working order FOB Lessor's place of business at
Huntsville, Texas. Lessee shall not receive credit of rentals for an early
return of the equipment unless such credit is expressed in a written memorandum
executed by both parties to this agreement.
B. RENTAL AMOUNT.
Lessee shall pay to Lessor, as rental hereafter the total sum of U.S.
$442,224.42 (DOLLARS) (together with additional rental as herein prescribed)
payable in 6 (SIX) equal monthly installments of U.S. $73,704.07 (DOLLARS)
each, with each installment payable in advance on the same day of each calendar
month hereafter until the total sum hereof set forth has been paid in full, the
first monthly installment being due and payable on the effective day of this
Lease, and continuing thereafter on the same day of each succeeding month
thereafter for the term of this Lease unless sooner terminated. Said rental
payments are to be paid monthly in advance, at the offices of Lessor in
Huntsville, Texas, or as otherwise designated by Lessor in writing.
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C. OPTION TO RENEW.
It is understood and agreed that Lessee shall have the option to renew and
extend this Lease for an additional thirty (30) day period provided Lessee is
not in default of this Lease, by giving Lessor 10 days advanced written notice
of same within and prior to the expiration of the primary term of this Lease.
Said Lease, as renewed and extended, shall be in accordance with the terms and
provisions of this Lease except that (i) no renewal option shall be applicable,
and (ii) the monthly rent shall be the same monthly amount of the primary term.
Notwithstanding anything herein to the contrary. it is understood and agreed
that at any time during the thirty (30) day option period, Lessor may cancel
this Lease without liability by giving ten (10) days written notice prior to
such termination, at which time Lessee agrees to return the leased equipment
within 10 days of notice of termination.
D. CONTINUATION OF RENTAL PAYMENTS AFTER PRIMARY TERM.
In the event the equipment is damaged or destroyed or otherwise becomes
inoperative (see Warranties), unusable or unavailable and such condition
continues after the primary term of the lease, then Lessee agrees to continue
to make monthly rental payment until the Equipment is properly repaired and
delivered to Lessor or in the event of total destruction, until Lessor has
received full payment for the replacement value of the equipment.
E. SPECIAL OR CONSEQUENTIAL DAMAGES.
In no event shall Lessor be liable for special damages or for consequential
damages.
III. REPAIRS
A. REPAIRS DURING LEASE PERIOD.
Lessee at its own expense, shall keep the Equipment in good and efficient
working condition at all times during the term of this Lease. If at any time,
in the opinion of Lessor, the Equipment is not in good and efficient working
condition, Lessor, without prejudice to any of its other rights or remedies,
may give written notice to Lessee to place the Equipment in good and efficient
working condition and to insert all accessories and to repair and replace parts
that Lessor, in its sole judgment and discretion deems necessary or appropriate
under the circumstances; and if Lessee does not comply with Lessor's request
within (10) days from the date of receipt of such notice, Lessor may take
possession of such Equipment and forthwith make such repairs, and Lessee shall
pay for same within 10 days from receipt of Lessor's invoice Rentals shall not
be abated during such time.
B. REPAIRS UPON EXPIRATION OF LEASE.
Lessee shall return the Equipment to Lessor immediately upon the Expiration of
this Lease in good and efficient working condition, reasonable wear and tear
excepted. Upon receipt of the Equipment if Lessor is of the opinion that the
Equipment is not in good and efficient working condition reasonable wear and
tear excepted, then Lessor shall repair and replace parts and accessories that
Lessor in its sole judgment and discretion, deems necessary or appropriate
under the circumstances in order to restore the Equipment to good and effective
working condition. Lessee shall be liable for and pay Lessor for the cost of
such repairs with 10 days from receipt of Lessor's invoice.
2
<PAGE> 19
IV. RISK OF LOSS
During the term of this Lease, all risks of loss, damage or destruction of the
Equipment, irrespective of cause, including but not limited to confiscation by
a governmental entity or and act of God, shall be upon Lessee. The loss, damage
or destruction of the Equipment shall not release Lessee or its obligations
hereunder.
V. INSURANCE
Lessee agrees to carry all-risk insurance on the leased equipment in at least
the amount of U.S. $1,000,000.00 (DOLLARS) naming Lessor as an insured and
shall be responsible for prosecuting all claims for loss or damage to the
Equipment under the said insurance policy. Lessee shall also carry public
liability insurance covering the operation of the leased equipment in an amount
not less than U.S. $2,000,000.00 naming Lessor as an additional insured and
workmen's compensation insurance which complies with the requirements of the
laws of every state, province or country in which Lessee operates the
Equipment. Lessee shall furnish to Lessor, certificates of insurance for the
insurance provided for above and containing a provision that such insurance
policies will not be canceled without at least 15 days prior written notice to
Lessor. In the event any of the leased Equipment shall not be covered by the
required all-risk and public liability insurance at any time while this Lease
is in effect, Lessor shall have the right to cover the leased Equipment with
required insurance and to recover from Lessee the premiums paid for such
insurance. Lessee agrees to indemnify and hold Lessor harmless from all claims,
costs, expenses, damages and liabilities, including reasonable attorneys' s
fees, if incurred, resulting from, arising out of, or pertaining to the use or
operations of the Equipment during the term of the Lease.
VI. INDEMNIFICATION
Lessee shall indemnify, protect and keep and hold harmless Lessor, its agents,
servants, successors and assignees from and against all losses, damages,
injuries, claims demands and expenses, including legal expenses of whatsoever
nature arising out of the use or operation of any item of Equipment regardless
of where, how and by whom operated other than any breach of the Lessors
representations and warranties hereunder. Lessee shall assume responsibility
for other legal proceedings brought to enforce all such losses damages,
injuries, claims, demands and expenses, and shall be responsible for the
settlement of, and the defense of any suit or suits and pay all judgments
entered in any such suit or suits or other legal proceedings. The indemnities
and assumptions of liabilities and obligations herein provided for shall
continue in full force and effect notwithstanding the termination of this
Lease, whether by expiration of time, by operation of law or otherwise.
Lessor is an independent contractor and nothing contained in the Lease shall
authorize Lessee or any other person to operate any item of Equipment so as to
incur or impose any liability or obligation for or on behalf of Lessor.
3
<PAGE> 20
VII. TAXES
Lessee shall pay all taxes and assessments in connection with the equipment.
Lessor shall have the right, but not the obligation, to pay any taxes so
levied. In such event Lessee shall reimburse Lessor thereof within ten ( 10)
days after receipt of Lessor' s invoice
VIII. ASSIGNMENT
Lessee shall have no right to assign this Lease or sublet the leased Equipment
without Lessor's express written consent, such consent to not be unreasonably
withheld.
IX. LIENS AND ENCUMBRANCES
Lessee will not suffer or permit any lien or encumbrance of any kind or
character to be placed against the Equipment, and it is specially understood
and agreed that no such lien or encumbrance made or attempted by Lessee shall
be binding on Lessor herein, but any such attempted lien or encumbrance shall
be in all things subordinate and inferior to the right of Lessor.
X. WAIVER
Lessor's failure to enforce any or all of the terms and conditions hereof in
any particular instance or instances shall not constitute a waiver of, or
preclude subsequent enforcement of 7 any or all of the same in any other
instance.
XI. DEFAULT BY LESSEE
If at any time Lessee should fail to pay any rental provided for herein on the
date when the rental shall be due, and said rental is not paid within 10 days
after it is due, or if Lessee shall not cure any other default under this Lease
within 15 days after it has been notified in writing of such default by Lessor,
then at anytime thereafter and while such default continues, Lessor may, at its
option, cancel this Lease and repossess the Equipment and Lessee shall be
liable for all rental payments prescribed in this Lease to the date of
termination plus the cost of repossessing and transporting the same to Lessor'
s place of business, plus the cost of repairing and restoring the Equipment as
herein prescribed.
XII. RIGHT TO INSPECT
Lessor shall have the right to inspect the Equipment at any time during the
period of this Lease during reasonable business hours, and Lessee shall inform
Lessor of the location of such Equipment upon request.
XIII. HOLDING OVER
There shall be no holding over by Lessee of the Equipment, however, in the
event such should occur, the first 5 days thereof shall be at the regular
monthly rate herein prescribed, and all days thereafter shall be at twice such
regular monthly rate.
4
<PAGE> 21
XIV. ATTORNEY'S FEES
In case Lessor or Lessee brings an action at law or equity against the other in
order to enforce the provisions of this Lease, or as a result of an alleged
default under this Lease, the prevailing party in such action shall be entitled
to reasonable attorney's fees from the other.
XV. TERMINATION BY BANKRUPTCY
The allowance of any petition under the bankruptcy law or the appointment of a
receiver by Lessee or any of its assignees, or upon an assignment for the
general benefit of creditors of Lessee or any of its assignees, then in any of
such events, Lessor may terminate this Lease and any assignment thereof by
Lessor giving Lessee notice in writing of the exercise of Lessor' s option to
terminate this Lease, and upon such exercise, the equipment shall be forthwith
returned to Lessor at Lessee's expense and Lessor is thereby expressly given
the immediate right to take possession of such equipment wherever situated.
XVI. NOTICE
Any notice, demand or payment contemplated by this Lease shall be sufficiently
given or made if delivered by certified mail or telecopier, as to notice or
demands, to the addresses as follows:
If to Lessor: MITCHAM INDUSTRIES INC.
P.O. BOX 1175
HUNTSVILLE, TEXAS 77342-1175
TELECOPIER NO. 409-295-1922
If to Lessee: VENTURE SEISMIC LTD.
3110 - 80TH AVENUE S.E.
CALGARY, ALBERTA T2C 1J3 CANADA
TELECOPIER NO. 403-777-9080
XVII. ENTIRE AGREEMENT AND AMENDMENT
This Lease Agreement constitutes the entire agreement between the parties, and
there are no representations, warranties, collateral assignments, conditions,
expressed or implied, in respect to the property of this Lease which affect the
rights of the parties other than as specifically contained herein, and this
Agreement may not be altered, modified, changed or amended without the express
written consent and amending instrument executed by both parties.
XVIII. WARRANTY
Lessor warrants that the Equipment shall be in good working order at the time
of delivery to Lessee. No other warranty, either expressed or implied, is here
made or intended, including but not limited to fitness of purpose. Warranties
from Supplier/Manufacturer as to fitness for purpose, design, capable of
commercial production to be provided, Lessor to cooperate in enforcing against
Supplier.
5
<PAGE> 22
XIX. CONSTRUCTION AND VENUE
This Lease Agreement shall be governed by, and interpreted in accordance with
the laws of the State of Texas. This contract is performable in Walker County,
Texas where venue shall exclusively exist unless Lessor shall elect to bring a
cause of action in a court of competent jurisdiction of another political
subdivision of any appropriate State, Province or Country.
XX. PURCHASE OPTION
Lessee shall have the right to purchase the equipment herein leased. The
original purchase price is U S.$982,721.00 (DOLLARS) and 80% of the FIRST 6
MONTHS rental may be applied to purchase. However, if the purchase option is
not exercised within the first 180 DAYS of the effective date of the contract,
then the allowance for purchase is reduced to 0%. Should Lessee exercise this
option to purchase within such 180 day period, Lessee shall receive a credit to
be applied to such purchase price, of 80% of rental payments made to Lessor
pursuant to this Lease. Lessor shall deliver a Bill of Sale with warranty of
title selling the equipment AS IS/WHERE IS, and Lessee shall pay for same by
certified or cashier's check drawn on a Houston, Texas Bank or such other
financial institution as is acceptable to the Lessor. acting reasonably.
XXI. COUNTERPARTS AND MULTIPLE COPIES
It is agreed that this Agreement may be executed in any number of counterparts
and multiple copies, each of which shall constitute an original recordable
document and agreement, and all of which shall constitute but one agreement.
EXECUTED EFFECTIVE AS ABOVE PRESCRIBED.
ATTEST: Lessor:
MITCHAM INDUSTRIES, INC.
/s/ Billy Mitcham, Jr.
-----------------------
By: BILLY F. MITCHAM, JR.
President - CEO
ATTEST: Lessee:
VENTURE SEISMIC LTD.
/s/ Brian Kozun
----------------
BY: BRIAN KOZUN
President - CEO
6
<PAGE> 23
ATTACHMENT
420 CHANNEL OPSEIS EAGLE TO CONSIST OF THE FOLLOWING:
<TABLE>
<CAPTION>
DESCRIPTION QTY.
<S> <C> <C>
MAIN EQUIPMENT FOR ONE COMPLETE SYSTEM
--------------------------------------
1.1 OPSEIS Eagle Universal Central Recording Station
(CRS) Compatible for use with all Energy Sources
(2005450-999) Equipment consist of: 1
- OPSEIS Seismic Processing Unit Model 915
(2005264-002)(Includes 8 - 2 Meg DRP Boards)
- OPSEIS Operator Display Terminal Model 930
(2006009-001)
- OPSEIS 3480 1/2" Dual Cartridge Tape Drive
(2006007-004)
- OPSEIS Plotter, 11 inch (OYO GS 612) Model 935
(2006008-001)
- OPSEIS RF Unit Model 911 (2005895-001)
- Software Selectable Digital Notch & Low cut Filters
- One (1) Set YAGI CRS Antennas, 110 V Rotors &
Wiring Harness (2005660-001)
- 3 Ft. 110V CRS Equipment Cabinet (2006006-00l )
- 110V UPS Power Backup System
- No Vibroseis Interface (2006010-00l)
1.2 OPSEIS Eagle Universal Seismic
Acquisition Remote Unit (SAR) Model 813/6
(each accommodates 6 recording channels)
This configuration provides 420 channels plus 0%
rollalong. (2006001-999) Each SAR consist of: 70
- Case, PRC (2005801-999)
- SAR Transceiver (2005214-999)
- 6 Channel - 24 Bit SAR Logic Unit (2006002-006)
- Antenna Assembly, Yagi w/Poles, Dom, BNC
(2006004-003)
- No Yagi Antenna Cover Bag
- No Audio Kit (2006025-001)
- Solar Panel and 10 AH Battery
</TABLE>
7
<PAGE> 24
<TABLE>
<S> <C> <C>
1.3 RF Blaster Model 815/816 (Radio Controlled Shooting
Device) (2005662-001) No Voice Communication 4
1.4 Battery Charger, l0 AH 110V Model 715
(36 SAR Charging Capability) (2005377-003) 3
1.5 Manuals (Sets) 2
1.6 Power Unit Capacity Tester
(Provides 8 SAR Capability) (2005363-003) 1
1.7 Deployment Aid Model 710 (2005558-002) 6
</TABLE>
8
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND STATEMENT OF OPERATIONS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> DEC-31-1996
<CASH> 28,802
<SECURITIES> 0
<RECEIVABLES> 4,326,380
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,996,506
<PP&E> 15,237,366
<DEPRECIATION> 3,618,789
<TOTAL-ASSETS> 19,082,970
<CURRENT-LIABILITIES> 6,918,817
<BONDS> 3,879,876
0
0
<COMMON> 7,576,902
<OTHER-SE> 691,500
<TOTAL-LIABILITY-AND-EQUITY> 19,082,970
<SALES> 0
<TOTAL-REVENUES> 5,584,771
<CGS> 0
<TOTAL-COSTS> 4,246,748
<OTHER-EXPENSES> 935,138
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 138,570
<INCOME-PRETAX> 270,022
<INCOME-TAX> 120,000
<INCOME-CONTINUING> 150,022
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 150,022
<EPS-PRIMARY> .05
<EPS-DILUTED> .05
</TABLE>
