<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 10-KSB/A2
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No 0-27070
VENTURE SEISMIC LTD.
(Name of small business issuer in its charter)
<TABLE>
<S> <C>
Alberta, Canada N / A
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3110 - 80 Avenue S.E.
Calgary, Alberta T2C 1J3
(Address of principal executive offices) (Zip Code)
</TABLE>
Issuer's telephone number: (403) 777-9070
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, no par value
(Title of each class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
--- ---
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best or registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. X
---
Issuer's revenues for its most recent fiscal year were $14,146,971.
As of March 18, 1997, there were outstanding 3,109,819 shares of the
registrant's common stock no par value, which is the only class of common or
voting stock of the registrant. As of that date, the aggregate market value of
the shares of common stock or voting stock held by non-affiliates of the
registrant (based on the last sales price for the common stock on the Nasdaq
National Market on March 18, 1997) was approximately $8,347,000.
Transitional Small Business Disclosure Format (check one): Yes No X
--- ---
<PAGE> 2
PART II.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following table sets forth certain financial data as a percentage of
revenue for the fiscal years indicated:
<TABLE>
<CAPTION>
Fiscal Year Ended September 30,
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Revenue 100% 100% 100%
------ ------ -----
Direct expenses 84.8 71.0 77.9
Gross margin 15.2 29.0 22.1
General and administrative 9.5 8.7 6.1
Depreciation and amortization 10.7 9.5 2.9
Interest 2.2 3.1 0.6
Other income (expense) - 0.3 1.2
Income (loss) before income taxes (7.2) 8.0 13.7
Income taxes 2.5 3.4 6.3
Net income (loss) (4.7) 4.6 7.4
</TABLE>
Results of Operations
Revenue increased by 50% to $14,146,971 in fiscal 1996 from $9,458,452 in 1995
which represents a 36% increase over revenues of $6,972,345 in 1994. The
increase in revenue between 1996 and 1995 was due to the following factors: a
greater number of seismic crews utilized (six in 1996 compared to five in
1995); the acquisition of vibroseis units which enabled Venture to participate
in this segment of the industry for the first time, the acquisition of Boone
Geophysical, Inc. ("Boone") in June 1996, and the Company's participation in
its first foreign contract ("the Pakistan project") outside of North America.
The acquisition of Boone and the Pakistan project generated revenue of
$1,178,367 and $1,593,825, respectively, in fiscal 1996 representing 59% of the
increase. Comparing fiscal 1994 and 1995, higher revenue resulted from the
acquisition of new equipment and the commensurate increase in the number of
seismic data acquisition systems owned or leased by the Company from four to
five.
Venture's direct expenses, which consist primarily of labor, drilling and
surveying costs, totaled $11,991,236 in fiscal 1996, $6,713,181 in 1995 and
$5,428,108 in 1994. These amounts reflect the Company's increasing level of
activity over the past three years, and significant costs associated with the
Pakistan operation in 1996. Overall gross margins were 15.2% in 1996, 29.0% in
1995 and 22.1% in 1994. The decrease in gross margin between 1996 and 1995 is
primarily due to (i) a loss on the Pakistan project of $703,851 incurred and
recognized in the fourth quarter of fiscal 1996, (ii) reduced margins on
Canadian based operations due to poor weather conditions in the first and
second quarters
<PAGE> 3
of fiscal 1996 which resulted in increased expenses to the Company and (iii)
increased expenses incurred by the Company during the second quarter of fiscal
1996 associated with the temporary leasing of equipment which was necessary to
ensure customer demands were met. The increase in gross margin percentage
between 1995 and 1994 resulted from increased activity which diminished the
effect of the fixed cost component of direct costs, as well as a greater number
of three-dimensional seismic projects which generate higher margins than
two-dimensional projects. Also 1994 direct expenses included the cost of
leasing a data acquisition system.
The write down for impairment in capital assets of $100,000 in fiscal 1996
relates to the estimated realizable value on sale of capital equipment
purchased locally for the Pakistan project. With completion of the project,
and a determination by the Company not to pursue additional contracts in
Pakistan at this time, certain of the equipment purchased will be sold locally
since transport of the equipment to the Company's North American markets is not
economic.
General and administrative expenses totaled $1,342,082 in fiscal 1996, $825,193
in 1995 and $428,169 in 1994. The 1996 amount includes the Company's increased
marketing activities outside of Western Canada, including marketing associated
with the Pakistan project and other overseas activities, the costs associated
with Venture's public company status and additional personnel costs related to
the expansion of operations, including costs arising from the Boone acquisition
and the Pakistan project. The Company expects, although there can be no
assurance, that general and administrative expenses in 1997 will increase at a
lesser rate than during fiscal 1996 and at a lesser rate than the expected
increase in revenue for fiscal 1997, in part because the Company has its reduced
marketing activities outside of North America. The increase in fiscal 1995 is
mainly attributable to the addition of management personnel to direct the
Company's expansion in North America and other international areas, as well as
general costs associated with structuring and preparing the Company for its
initial public offering early in fiscal 1996. The amount recorded in fiscal 1995
does not reflect a compensation charge of $212,692 or $0.15 per share in
connection with the estimated fair value on transfer of common shares from an
officer and principal shareholder to another officer of the Company. The
compensation charge would have been required to comply with generally accepted
accounting principles in the United States.
In fiscal 1996, 1995 and 1994 respectively, depreciation and amortization
totaled $1,513,247, $901,896 and $200,635. The increase between 1995 and 1996
reflects substantial additions to fixed assets that occurred during the period
July 1994 to July 1996. During this time, four digital telemetry data
acquisition systems, one set of vibroseis units and additional auxiliary
equipment were purchased. In the fiscal 1996 total, Venture amortized $51,440
of goodwill related to the acquisition of Boone Geophysical, Inc. in June
1996. Annual amortization of goodwill is expected to be approximately
$154,000.
<PAGE> 4
Interest expense has increased from $44,742 in fiscal 1994 to $290,115 in 1995
and $327,931 in 1996. These costs have risen due to increased debt associated
with the Company's equipment purchases.
The loss before income taxes of $1,022,158 has resulted in a recovery of
previously paid income taxes and a reduction in deferred income taxes in 1996.
A reconciliation of actual income tax expense as compared to expected income
taxes is provided in Note 11 of the consolidated financial statements.
In fiscal 1996 the Company recorded a loss of $664,699 or $0.23 per share as
compared to net income of $436,306 or $0.31 per share in fiscal 1995 and
$515,617, or $0.38 per share, in fiscal 1994. The loss in 1996 primarily
reflects a loss on the Company's Pakistan project, costs incurred to expand its
North American operations, reduced margins associated with its Canadian based
operations. The Company has refocused its marketing and operational efforts to
the North American market and has increased personnel and equipment in
anticipation of increased demand. As a result equipment which had been
deployed to Pakistan has been returned for use in the Company's Canadian
operations and the Company has effectively ceased operations outside of North
America. The decrease between fiscal 1994 and 1995 occurred due to higher
general and administrative expenses, interest and depreciation and
amortization.
Liquidity and Capital Resources
At September 30, 1996 the Company had a working capital deficit of $700,720
which included an aggregate of $1,684,630 relating to the current portion of
long term debt and amounts outstanding under the Company's operating line of
credit. The Company maintains an operating line of credit which provides for
an aggregate of approximately $900,000 in advances, subject to the Company's
overall working capital position and accounts receivable. Borrowings under the
operating line are payable on demand and bear interest at the bank's prime rate
plus 0.75%. As at September 30, 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 but the Company has subsequently requested and received a waiver from
the bank provided the Company is in compliance with the working capital
covenant by March 31, 1997.
The Company's revenues increased by 50% in fiscal 1996 as compared to fiscal
1995, whereas accounts receivable increased by 86.2%, work-in-progress
increased by 548.9% and accounts payable increased by 73% for the same period.
The increases in accounts receivable and accounts payable primarily reflect the
inclusion of balances related to Boone's operations in fiscal 1996 as well as
increased activity in the Company's Canadian operations in August and September
of 1996 as compared to August and September 1995. Work-in-progress reflects
partially completed project work for which revenue is recognized based on the
costs incurred to date in relation to total estimated contract costs. The
increase in work-in-progress at September 30, 1996 primarily reflects the
inclusion of work-in-progress related to Boone's operations as well as an
increase in
<PAGE> 5
the aggregate value, based on the nature and timing of Canadian projects
partially completed and therefore considered to be in progress at September 30,
1996 as compared to the value of partially completed projects at September 30,
1995.
In addition to the operating line of credit the Company had long term debt
consisting of a capital loan and equipment financing of $2,356,060 at September
30, 1996. Subsequent to September 30, 1996 the Company entered into an
agreement whereby approximately $1,265,000 in additional funding was provided
for the acquisition of additional equipment and the Company's existing capital
loan and equipment financing was refinanced under a new capital loan (the "new
capital loan"). This refinancing, which was completed on December 20, 1996
resulted in a new capital loan of approximately $5,140,000 ($7,000,000
Canadian). The new capital loan bears interest at the lender's cost of funds
plus 3.00% (which, based on the lender's cost of funds at December 15, 1996 was
6.522%) and is repayable in monthly installments of approximately $103,000 plus
interest over a four year period beginning January 1997. The new capital loan
in secured by all of the Company's equipment. Subsequent to September 30, 1996
the Company entered into an agreement to purchase one telemetry data
acquisition system, one set of vibroseis units and additional auxiliary
equipment with an aggregate purchase price of approximately $1,300,000. In
addition the Company has entered into a "lease to purchase" agreement for a
second telemetry data acquisition system whereby the Company can exercise a
purchase option on April 30, 1997 with credit being given for a portion of the
lease payments incurred during the period November 1, 1996 to April 30, 1997.
The Company expects that additional financing will have to be obtained to
exercise the purchase option for the equipment. No other significant capital
expenditures are expected at this time in fiscal 1997.
In November and December 1995 the Company received net proceeds of
approximately $6,900,000 in connection with the Company's initial public
offering. These funds were primarily used to acquire additional capital
equipment and to fund the acquisition of Boone in June 1996. Capital
expenditures and the cost of the Boone acquisition aggregated approximately
$7,600,000. In accordance with the terms of the Boone acquisition agreement
the payment of $50,000 in cash and the issuance of $100,000 of common shares
has been deferred with payment to occur in three installments in fiscal 1997.
Net operating cash flows provided by operating activities amounted to $192,902,
$1,960,267 and $564,005 in fiscal 1996, 1995 and 1994. The decrease in
operating cash flow in fiscal 1996 from fiscal 1995 is primarily attributable
to the loss incurred in 1996 and the reduction in non-cash working capital.
The increase in operating cash in fiscal 1995 as compared to fiscal 1994
reflects increased activity in fiscal 1995 which resulted in increased cash
generated from operations and increases in non-cash working capital.
<PAGE> 6
Net cash provided by financing activities in fiscal 1996 of $7,455,317 is
primarily attributable to proceeds from the Company's initial public offering
and increased debt levels. Net cash from financing activities in fiscal 1995
of $509,506 and $2,809,263 in fiscal 1994 is primarily attributable to
increased debt levels.
Cash used in investing activities of $7,647,609 in fiscal 1996 results from
capital equipment expenditures of $5,891,181 and the acquisition of Boone at a
cost of $1,756,428. Capital equipment purchases in fiscal 1996 include a set
of vibroseis units and three telemetry data acquisition systems. Cash used in
investing activities of $2,469,573 in fiscal 1995 and $3,373,268 in fiscal 1994
is primarily attributable to the purchase of capital equipment.
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 anticipates,
based on its current plans and assumptions, that the funds provided by the
refinancing and the funds expected to be generated from operations will be
sufficient of satisfy the Company's existing cash requirements in fiscal 1997.
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.
Currency for Financial Reporting
Since completion of its initial public offering the Company has chosen to
change its currency for reporting and display purposes to U.S. dollars on the
basis that the securities of the Company are currently only listed for trading
on the Nasdaq Stock Market and the primary users of the financial statements
are U.S. residents.
Impact of Inflation and Changing Prices
The general availability of seismic equipment and crews and the level of
exploration activity in the oil and gas industry directly affects the cost of
providing seismic data. The pricing of the Company's services is primarily a
function of these factors. The Company does not believe inflationary trends
have had any significant impact on its financial operating results for the
three years ended September 30, 1996.
<PAGE> 7
ITEM 7. FINANCIAL STATEMENTS
VENTURE SEISMIC LTD.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Chartered Accountants........................................... F-2
Consolidated Balance Sheets, September 30, 1996 and September 30, 1995................ F-3
Consolidated Statements of Income and Retained Earnings for the Years Ended
September 30, 1996, September 30, 1995 and September 30, 1994....................... F-4
Consolidated Statements of Cash Flows for the Years Ended September 30,1996,
September 30, 1995 and September 30, 1994........................................... F-5
Notes to Consolidated Financial Statements............................................ F-6
</TABLE>
F-1
<PAGE> 8
AUDITORS' REPORT
To the Shareholders of
VENTURE SEISMIC LTD.
We have audited the consolidated balance sheets of Venture Seismic Ltd. as
at September 30, 1996 and 1995 and the consolidated statements of income and
retained earnings and cash flows for each of the years in the three year period
ended September 30, 1996. These financial statements are the responsibility of
the company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted out audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
In our opinion, these consolidated financial statements present fairly, in
all material respects, the financial position of the company as at September 30,
1996 and 1995 and the results of its operations and the changes in its financial
position for each of the years in the three year period ended September 30, 1996
in accordance with accounting principles generally accepted in Canada.
Calgary, Canada /s/ ERNST & YOUNG
December 4, 1996 Chartered Accountants
F-2
<PAGE> 9
VENTURE SEISMIC LTD.
CONSOLIDATED BALANCE SHEETS
(IN U.S. DOLLARS)
(INCORPORATED UNDER THE ALBERTA BUSINESS CORPORATIONS ACT)
<TABLE>
<CAPTION>
AS AT SEPTEMBER 30
-------------------------
1996 1995
---------- ----------
<S> <C> <C>
ASSETS
CURRENT
Accounts receivable (note 6)...................................... $2,644,659 $1,420,599
Other receivables................................................. 127,706 35,712
Income taxes recoverable.......................................... 430,975 --
Work-in-progress.................................................. 381,273 58,760
Current portion of advances to shareholders (note 2).............. 7,342 7,399
Prepaid expenses and deposits..................................... 156,678 385,442
----------- -----------
3,748,633 1,907,912
ADVANCES TO SHAREHOLDERS (note 2)................................. 14,684 22,197
DEFERRED INCOME TAXES............................................. 63,875 --
CAPITAL ASSETS (notes 4, 7 and 16(a))............................. 9,614,265 5,071,686
INTANGIBLE ASSETS (note 5)........................................ 1,491,783 --
----------- -----------
14,933,240 7,001,795
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT
Bank indebtedness (note 6)........................................ 164,630 373,081
Accounts payable and accrued liabilities.......................... 2,764,723 1,598,435
Income taxes payable.............................................. -- 7,374
Current portion of long term debt (note 7)........................ 1,520,000 836,775
----------- -----------
4,449,353 2,815,665
----------- -----------
LONG TERM DEBT (note 7)........................................... 2,356,060 2,440,594
----------- -----------
DEFERRED INCOME TAXES............................................. -- 454,323
----------- -----------
COMMITMENTS (note 8)
SHAREHOLDERS' EQUITY
Share capital (note 9)............................................ 7,539,902 131,671
Retained earnings................................................. 494,843 1,159,542
Cumulative translation adjustment................................. 93,082 --
----------- -----------
8,127,827 1,291,213
----------- -----------
14,933,240 7,001,795
=========== ===========
</TABLE>
On behalf of the Board:
<TABLE>
<S> <C>
/s/ BRIAN KOZUN /s/ DAN MCARTHUR
Director Director
</TABLE>
See accompanying notes
F-3
<PAGE> 10
VENTURE SEISMIC LTD.
CONSOLIDATED STATEMENTS OF INCOME
AND RETAINED EARNINGS
(IN U.S. DOLLARS)
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30
----------------------------------------
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
REVENUE............................................. $14,146,971 $9,458,452 $6,972,345
DIRECT EXPENSES (note 3)............................ 11,991,236 6,713,181 5,428,108
----------- ---------- ----------
GROSS MARGIN........................................ 2,155,735 2,745,271 1,544,237
----------- ---------- ----------
OTHER INCOME (EXPENSE)
Gain (loss) on sale of capital assets............... -- 9,466 89,714
Write-down for impairment of assets................. (100,000) -- --
Interest and other.................................. 105,367 18,510 (4,820)
----------- ---------- ----------
5,367 27,976 84,894
----------- ---------- ----------
2,161,102 2,773,247 1,629,131
----------- ---------- ----------
OTHER EXPENSES
General and administrative.......................... 1,342,082 825,193 428,169
Depreciation and amortization....................... 1,513,247 901,896 200,635
Interest (note 10).................................. 327,931 290,115 44,742
----------- ---------- ----------
3,183,260 2,017,204 673,546
----------- ---------- ----------
INCOME (LOSS) BEFORE INCOME TAXES................... (1,022,158) 756,043 955,585
----------- ---------- ----------
INCOME TAXES (note 11)
Current (recovery)................................ (293,732 174,317 227,366
Deferred.......................................... (63,727) 145,420 212,602
----------- ---------- ----------
(357,459) 319,737 439,968
----------- ---------- ----------
NET INCOME (LOSS) FOR THE YEAR...................... (664,699) 436,306 515,617
RETAINED EARNINGS, BEGINNING OF YEAR................ 1,159,542 723,236 207,619
----------- ---------- ----------
RETAINED EARNINGS, END OF YEAR...................... 494,843 1,159,542 723,236
=========== ========== ==========
NET INCOME (LOSS) PER COMMON SHARE (note 9)
Basic............................................. (.23) .31 .38
Fully diluted..................................... (.23) .31 .37
</TABLE>
See accompanying notes
F-4
<PAGE> 11
VENTURE SEISMIC LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN U.S. DOLLARS)
<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30
----------------------------------------
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss) for the year...................... $ (664,699) $ 436,306 $ 515,617
Items not involving cash
Depreciation and amortization..................... 1,513,247 901,896 200,635
Deferred income taxes............................. (63,727) 145,420 212,602
Gain on sale of capital assets.................... -- (9,466) (89,714)
Write-down for impairment of assets............... 100,000 -- --
Cumulative translation adjustment................... 139,335 -- --
Net change in non-cash working capital (note 13).... (831,864) 486,111 (275,135)
----------- ----------- -----------
192,292 1,960,267 564,005
----------- ----------- -----------
FINANCING ACTIVITIES
Proceeds on issuance of shares...................... 6,907,507 -- 49,856
Increase in long term debt.......................... 598,691 1,042,440 2,216,370
Advance from related company........................ -- -- 59,849
Advance to shareholders............................. 7,570 7,334 (36,930)
Increase (decrease) in bank indebtedness............ (208,451) (309,015) 520,118
Net change in non-cash working capital (note 13).... 150,000 (231,453) --
----------- ----------- -----------
7,455,317 509,306 2,809,263
----------- ----------- -----------
INVESTING ACTIVITIES
Purchase of capital assets.......................... (5,891,181) (2,479,039) (3,789,518)
Acquisition of Boone Geophysical, Inc. (note 5)..... (1,756,428) -- --
Proceeds on sale of fixed assets.................... -- 9,466 416,250
----------- ----------- -----------
(7,647,609) (2,469,573) (3,373,268)
=========== =========== ===========
INCREASE IN CASH FOR THE YEAR....................... -- -- --
=========== =========== ===========
CASH, BEGINNING AND END OF YEAR..................... -- -- --
=========== =========== ===========
</TABLE>
See accompanying notes
F-5
<PAGE> 12
VENTURE SEISMIC LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN U.S. DOLLARS)
SEPTEMBER 30, 1996
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These consolidated financial statements of the Company are expressed in
U.S. dollars and have been prepared in accordance with accounting principles
generally accepted in Canada, consistently applied. Because a precise
determination of many assets and liabilities is dependent upon future events,
the preparation of financial statements for a period necessarily involves the
use of estimates and approximations which have been made using careful judgment.
The consolidated financial statements have, in management's opinion, been
properly prepared within reasonable limits of materiality and within the
framework of the significant accounting policies summarized below.
CONSOLIDATION
The consolidated financial statements include the accounts of Venture
Seismic Ltd. and its wholly-owned U.S. subsidiaries, Venture Seismic Inc.
(Texas) and Boone Geophysical, Inc. All significant intercompany transactions
have been eliminated.
CAPITAL ASSETS
Capital assets are recorded at cost. Depreciation is provided on a
declining balance basis to amortize the cost of the assets over their estimated
economic useful lives as follows:
<TABLE>
<S> <C>
Recording equipment................................. 15% - 30%
Equipment and radios................................ 25%
Computer equipment.................................. 30%
Automotive equipment................................ 30%
Furniture and fixtures.............................. 20%
</TABLE>
When capital assets are sold or scrapped, the cost of the asset and related
accumulated depreciation are removed from the accounts and any resulting gain or
loss on disposal is reflected in income.
INTANGIBLE ASSETS
Intangible assets consist of the excess purchase of net assets acquired and
is amortized on a straight-line basis over ten years from the date of
acquisition.
REVENUE RECOGNITION
The Company recognizes revenue on contracts using the
percentage-of-completion method, based primarily on contract costs incurred to
date compared with total estimated contract costs to be incurred. Changes to
total estimated contract costs and full provision for losses, if any, are
recognized in the period they are determined.
INCOME TAXES
The Company follows the deferral method of tax allocation in accounting for
income taxes under which the income tax provision is based on the income
reported in the accounts. Under this method, provision is made for income taxes
deferred principally as a result of claiming depreciation and recognizing
revenue for tax purposes at amounts that differ from those provided in the
accounts.
F-6
<PAGE> 13
VENTURE SEISMIC LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN U.S. DOLLARS)
SEPTEMBER 30, 1996
FOREIGN CURRENCY TRANSLATION
The Company's functional (measurement) currency is the Canadian dollar. It
translates foreign currency transactions into Canadian dollars using average
exchange rates for the year for items included in the consolidated income
statement, year end exchange rates for monetary assets and liabilities and
historical rates for non-monetary assets and liabilities. Translation gains or
losses are included in income for the year.
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 year end exchange rates for the assets and
liabilities. Any significant gains or losses are included in a cumulative
translation adjustment account as a separate component of shareholders' equity.
NEW ACCOUNTING PRONOUNCEMENTS
In March 1995 the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121 establishing standards for the impairment
of long-lived assets. This statement requires that long-lived assets be reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying value of an asset may not realizable. The Company adopted Statement No.
121 effective September 30, 1996 and determined that there was no material
effect from this change in accounting method.
In October 1995 the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123 which provides for alternative methods
for recording stock-based compensation and requires additional disclosure of the
effect on net income and earnings per share of accounting for the value of stock
options as compensation expense. The Company is required to adopt Statement No.
123 for its fiscal year ending September 30, 1997 but has not yet determined the
effect, if any, adoption will have on its financial statement disclosure.
2. ADVANCES TO SHAREHOLDERS
Advances to shareholders are non-interest bearing and are repayable in
annual instalments of $7,342 ($10,000 Canadian) with 18,462 common shares of the
Company pledged as collateral against the advances.
3. RELATED PARTY TRANSACTIONS
During fiscal 1994 the Company rented seismic equipment and purchased
equipment from 300498 Alberta Ltd. ("300498"), a company owned 50% by the
President of the Company, for $100,395 and for $326,536, respectively.
F-7
<PAGE> 14
VENTURE SEISMIC LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN U.S. DOLLARS)
SEPTEMBER 30, 1996
4. CAPITAL ASSETS
<TABLE>
<CAPTION>
1996 1995
-------------------------- --------------------------
ACCUMULATED ACCUMULATED
COST DEPRECIATION COST DEPRECIATION
---------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
Recording equipment............... $11,124,043 $ 2,302,653 $5,572,338 $ 1,152,545
Equipment and radios.............. 778,577 388,862 644,596 284,037
Automotive equipment.............. 733,338 389,848 557,586 295,846
Computer equipment................ 57,929 30,408 34,480 19,821
Furniture and fixtures............ 50,502 18,353 30,018 15,083
----------- ----------- ----------- -----------
12,744,389 3,130,124 6,839,018 1,767,332
----------- ----------- ----------- -----------
Net Book Value.................... 9,614,265 5,071,686
========== ==========
</TABLE>
5. ACQUISITION OF BOONE GEOPHYSICAL, INC.
Effective June 1, 1996 the Company acquired all of the outstanding shares
of Boone Geophysical, Inc. for an aggregate purchase price of $1,806,428
consisting of $1,250,000 in cash, $500,000 of Venture common shares and $56,428
of direct acquisition costs. The payment of $50,000 in cash and the issuance of
$100,000 of common shares has, in accordance with the term of the acquisition
agreement, been deferred with payment to occur in three instalments by June 1,
1997. The assigned fair value of net assets acquired is:
<TABLE>
<S> <C>
Capital assets............................................................... $ 213,205
Excess of cost over net tangible assets acquired, assigned to goodwill....... 1,543,223
----------
1,756,428
Cash......................................................................... 50,000
----------
1,806,428
==========
</TABLE>
The following unaudited condensed proforma statement of operations presents
the consolidated results of operations for the year ended September 30, 1996 as
if the purchase had occurred on October 1, 1995. The proforma results are not
necessarily indicative of the financial results that might have occurred had the
transaction actually taken place on October 1, 1995, or the future results of
operations.
<TABLE>
<S> <C>
Revenue..................................................................... $16,400,000
Net loss for the year....................................................... (634,000)
Net loss per common share................................................... (.22)
</TABLE>
6. BANK INDEBTEDNESS
The bank operating loan is repayable on demand, with interest payable at
the Alberta Treasury Branch prime rate plus .75% per annum.
A general assignment of book debts has been pledged as collateral for the
bank operating loan.
The loan agreement between Venture Seismic Ltd. and the bank contains
certain restrictive covenants with respect to maintenance of certain financial
ratios and to changes in share ownership. As at September 30,
F-8
<PAGE> 15
VENTURE SEISMIC LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN U.S. DOLLARS)
SEPTEMBER 30, 1996
1996, the Company was not in compliance with the covenant relating to the
maintenance of certain financial ratios. However, the Company has subsequently
requested and received a waiver from the bank.
7. LONG TERM DEBT
<TABLE>
<CAPTION>
1996 1995
---------- ----------
<S> <C> <C>
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 $3,277,369
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 contracts, bearing interest at 22%,
repayable in monthly instalments of $71,613, comprised of
principal and interest, due December 31, 1996................... 671,438 --
---------- ----------
3,876,060 3,277,369
Less current portion.............................................. (1,520,000) (836,775)
---------- ----------
2,356,060 2,440,594
========== ==========
</TABLE>
A general security agreement on equipment and a fixed charge on certain
equipment have been pledged as collateral for the capital loan. Specific seismic
equipment has been pledged as collateral for the equipment purchase contract and
the equipment lease purchase contract (see note 16(a)).
Principal repayments, based on the refinancing as described in note 16(a),
are as follows:
<TABLE>
<S> <C>
1997..................................................... $1,520,000
1998..................................................... 1,236,000
1999..................................................... 1,120,060
----------
3,876,060
==========
</TABLE>
8. COMMITMENTS
The Company has entered into several operating lease agreements for
automotive equipment and office premises, with the following required payments:
<TABLE>
<S> <C>
1997.................................................. $224,000
1998.................................................. 123,000
1999.................................................. 47,000
2000.................................................. 10,000
--------
404,000
========
</TABLE>
The Company had lease expenses of $300,000, $316,368, and $221,067 included
in income for the years ended September 30, 1996, 1995 and 1994, respectively.
F-9
<PAGE> 16
VENTURE SEISMIC LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN U.S. DOLLARS)
SEPTEMBER 30, 1996
9. SHARE CAPITAL
A) SHARE REORGANIZATION
On August 23, 1995, at the special annual meeting of the shareholders of
the Company, the shareholders approved a share consolidation of the existing
share capital from 4,550,000 common shares to 1,400,000 common shares. These
financial statements reflect the effect of the share reorganization as though it
had occurred at the Company's inception.
B) AUTHORIZED
The Company's authorized share capital consists of an unlimited number of
common and preferred shares.
C) ISSUED
<TABLE>
<CAPTION>
COMMON
----------------------
NUMBER AMOUNT
-------- ---------
<S> <C> <C>
Balance at September 30, 1994 and September 30, 1995................. 1,400,000 $ 131,671
Issued for cash...................................................... 1,604,050 7,008,231
Issued on acquisition of Boone Geophysical, Inc. (see note 5)........ 93,633 400,000
--------- ----------
Balance at September 30, 1996........................................ 3,097,683 7,539,902
========= ==========
</TABLE>
The shares issued for cash are net of share issue costs totalling
$1,640,148. Of the $731,500 of income tax benefit associated with these share
issue costs, $500,724 has been recorded in the share capital account. The
remaining benefit of $230,776 will be recognized in the accounts when realized.
D) STOCK OPTIONS (NOTE 16(B))
In fiscal 1995, the Company established the 1995 Stock Option Plan ("the
Option Plan") whereby up to 250,000 common shares are available for purchase by
directors, officers, employees and consultants.
Under the option plan, the options granted are contingent upon continued
employment and are exercisable on a cumulative basis over a vesting period of
three years. There are 198,500 options outstanding to purchase common shares at
an exercise price of $5.00, of which 99,250 options are fully vested. These
options expire on September 14, 2005.
E) WARRANTS AND UNDERWRITER OPTION
In fiscal 1996 the Company completed its initial public offering. As part
of this public offering the Company issued 1,610,000 warrants. The warrants,
which expire on November 7, 2000, unless redeemed earlier by the Company,
entitle the holder to purchase one common share at a price of $6.00. The Company
also granted the Underwriter an option to purchase 140,000 common shares at
$8.25 per share and 140,000 warrants ("Underwriter warrants") at $0.165 per
warrant. The Underwriter warrants expire on November 7, 2000 and entitle the
holder to purchase one common share at $7.00. As part of an investor relations
service agreement, the Company has agreed to issue 100,000 warrants to purchase
100,000 common shares at an exercise price of $5.25. Of these warrants 60,000
are exercisable over a four year period commencing October 27, 1996 and 40,000
are exercisable over a three year period commencing October 27, 1997.
F-10
<PAGE> 17
VENTURE SEISMIC LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN U.S. DOLLARS)
SEPTEMBER 30, 1996
10. INTEREST EXPENSE
<TABLE>
<CAPTION>
1996 1995 1994
-------- -------- -------
<S> <C> <C> <C>
Short-term bank indebtedness............................ $ 72,965 $ 68,940 $27,240
Long-term debt.......................................... 254,966 221,175 17,502
-------- -------- -------
327,931 290,115 44,742
======== ======== =======
</TABLE>
11. INCOME TAXES
Income tax expense varies from the amounts that would be computed by
applying the combined Canadian federal and provincial income tax rate for each
of the periods due to the following differences:
<TABLE>
<CAPTION>
1996 1995 1994
--------- -------- --------
<S> <C> <C> <C>
Corporate tax rate........................................ 44.6% 44.48% 44.34%
--------- -------- --------
Provision for income taxes at statutory tax rate.......... $(455,882) $336,290 $423,706
Increase (decrease) in income taxes due to:
Difference between rate of accumulation on deferred
income taxes and statutory rate...................... -- -- 30,000
Small business deduction................................ -- (37,000) (37,000)
Loss of subsidiary company not recognized............... 47,000 -- --
Non-taxable portion of capital gain..................... -- -- (14,000)
Non-deductible expenses................................. 39,000 22,000 41,000
Other................................................... 12,423 (1,553) (3,738)
--------- -------- --------
(357,459) 319,737 439,968
========= ======== ========
</TABLE>
12. MAJOR CUSTOMERS AND GEOGRAPHIC INFORMATION
The Company operates in only one business segment, contract seismic data
acquisition services. Revenue from individual customers representing 10% or more
of revenue were:
<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
Customer A......................................................... 54% 43% --
Customer B......................................................... 11% -- --
Customer C......................................................... -- 15% 12%
Customer D......................................................... -- 13% 14%
--- --- ---
65% 71% 26%
=== === ===
</TABLE>
The Company's sales are to customers in the oil and gas industry for the
acquisition of seismic data, which results in a concentration of credit risk.
The Company generally extends unsecured credit to these customers and,
therefore, the collection of these receivables may be affected by changes in
economic or other conditions and may accordingly impact the Company's overall
credit risk. Management believes the risk is mitigated by the size, reputation
and diversified nature of the companies to which they extend credit. The Company
has not previously experienced any material credit losses on the collection of
receivables.
F-11
<PAGE> 18
VENTURE SEISMIC LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN U.S. DOLLARS)
SEPTEMBER 30, 1996
Approximately 84% and 77% of accounts receivable at September 30, 1996 and
1995, respectively, were represented by three customers.
The following table provides information by geographic area for the year
ended September 30, 1996. Prior to the year ended September 30, 1996 primarily
all the Company's operations were conducted in Canada.
<TABLE>
<CAPTION>
CANADA UNITED STATES INTERNATIONAL CORPORATE TOTAL
---------- ------------- ------------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Revenue................. $11,024,777 $ 1,528,369 $ 1,593,825 $ -- $14,146,971
Gross margin............ 2,506,193 353,393 (703,851) -- 2,155,735
General and
administrative
costs................. -- -- -- -- (1,342,082)
Depreciation and
amortization.......... -- -- -- -- (1,513,247)
Interest expense........ -- -- -- -- (327,931)
Other................... -- -- -- -- 5,367
Income taxes............ -- -- -- -- 357,459
-----------
Net loss for the year... (664,699)
-----------
Identifiable assets..... 9,234,928 3,597,148 609,381 1,491,783 14,933,240
=========== =========== =========== =========== ===========
</TABLE>
13. NET CHANGE IN NON-CASH WORKING CAPITAL
<TABLE>
<CAPTION>
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
Accounts receivable................................. $(1,224,060) $ 69,094 $(1,264,399)
Other receivables................................... (91,994) 225,181 (228,797)
Income taxes recoverable............................ (430,975) -- --
Work-in-progress.................................... (322,513) 85,988 (23,676)
Advances from (to) shareholder...................... -- -- 10,018
Prepaid expenses and deposits....................... 228,764 (214,020) (135,125)
Accounts payable and accrued liabilities............ 1,166,288 314,368 1,147,809
Income taxes payable................................ (7,374) (225,953) 219,035
----------- ----------- -----------
(681,864) 254,658 (275,135)
----------- ----------- -----------
Comprised of:
Operating........................................... (831,864) 486,111 (275,135)
Financing........................................... 150,000 (231,453) --
----------- ----------- -----------
(681,864) 254,658 (275,135)
=========== =========== ===========
</TABLE>
F-12
<PAGE> 19
VENTURE SEISMIC LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN U.S. DOLLARS)
SEPTEMBER 30, 1996
14. UNITED STATES ACCOUNTING PRINCIPLES
<TABLE>
<CAPTION>
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
Net income (loss) using Canadian basis.............. $ (664,699) $ 436,306 $ 515,617
Compensation expense(1)............................. -- 212,692 --
----------- ----------- -----------
Net income (loss) using U.S. basis.................. (664,699) 223,614 515,617
=========== =========== ===========
</TABLE>
- ---------------
(1) Compensation expense represents the difference between the estimated fair
market value of $3.50 per share and the consideration given for shares
received from a principal shareholder by a member of senior management as
part of an employment contract. The employment contract was entered into in
July, 1994 and contains a clause whereby the employee would receive a
certain number of shares should certain events not occur on or before July
1, 1995. As at September 30, 1994, management was of the opinion that these
events would occur. In April, 1995, it became evident that these events
would not occur and that it was probable that the employee would become
entitled to the shares and the associated compensation expense was
recognized in the accounts for U.S. accounting purposes.
In the fourth quarter of fiscal 1996 the negative gross margin of $147,166
and net loss of $807,578 incurred by the Company was primarily due to a loss of
$703,851 and the write-down for impairment of equipment of $100,000 incurred on
the Company's first foreign project in Pakistan.
The United States basis of accounting does not permit subtotals in the
Consolidated Statements of Income for operating income before certain items such
as general and administrative expenses, or depreciation. As a result the
subtotals reflected on the Company's Consolidated Statements of Income of
$2,161,102, $2,773,247 and $1,629,131 for the years ended September 30, 1996,
1995 and 1994, respectively, would not be permitted.
The Company paid interest of $331,970, $290,607 and $30,118 in the years
ended September 30, 1996, 1995 and 1994, respectively.
The Company paid income taxes of $Nil, $400,270 and $8,331 in the years
ended September 30, 1996, 1995 and 1994, respectively.
Included in Acquisition of Boone Geophysical, Inc. of $1,756,428 on the
Statement of Cash Flows, is $500,000 relating to the issuance of Venture common
shares.
Included in Increase in long term debt on the Consolidated Statements of
Cash Flows is borrowings from long term debt of $1,936,277, $3,347,187 and
$2,246,761 and repayments of long term debt of $1,337,586, $2,304,747 and
$30,391 in the years ended September 30, 1996, 1995 and 1994, respectively.
For the United States basis of accounting the Company has adopted FAS 109
"Accounting for Income Taxes" on a prospective basis, effective September 1,
1993. FAS 109 requires companies to recognize deferred tax assets and
liabilities for the expected future tax consequences, based on enacted rates, of
existing differences between financial reporting and tax reporting basis of
assets and liabilities. These provision also require the Company to establish a
valuation allowance for deferred tax assets where the recovery of these assets
are uncertain.
The deferred tax liabilities (assets) relate to the following:
<TABLE>
<CAPTION>
1996 1995
--------- ---------
<S> <C> <C>
Fixed assets..................................................... $ 133,800 $ 348,550
Work in progress................................................. 103,200 26,947
Share issue costs................................................ (480,975) --
Benefit of unrecognized loss carryforward........................ (40,000) --
Other............................................................ -- 78,826
--------- ---------
(283,975) 454,323
Valuation allowance.............................................. 220,100 --
--------- ---------
(63,875) 454,323
========= =========
</TABLE>
F-13
<PAGE> 20
VENTURE SEISMIC LTD.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(IN U.S. DOLLARS)
SEPTEMBER 30, 1996
The Company's net income (loss) per share amounts using United States
generally accepted accounting principles, after giving affect to the share
reorganization, are:
<TABLE>
<CAPTION>
1996 1995 1994
----- ----- -----
<S> <C> <C> <C>
Net income (loss) per common share using U.S. basis
Primary and fully diluted(1)...................................... $(.23) $ .16 $ .37
</TABLE>
- ---------------
(1) Under U.S. generally accepted accounting principles the calculation of
primary income per share is based on the number of issued and outstanding
shares plus common share equivalents, including stock options, if they
would have a dilutive effect. Under U.S. GAAP outstanding shares would be
2,857,000 for 1996 and 1,400,000 for 1995 and 1994.
15. COMPARATIVE FIGURES
Certain comparative figures have been reclassified to conform with the
current year's presentation.
16. SUBSEQUENT EVENTS
A) CAPITAL LOAN
Subsequent to September 30, 1996 the Company was advanced $5.1 million ($7
million Canadian) by Roynat Inc. with the proceeds used to repay the Company's
outstanding balances on its capital loan and equipment purchase contracts and to
fund the acquisition of certain capital assets. The capital loan bears interest
at the lender's cost of funds plus 3.00% and is repayable in monthly principal
instalments of $103,000 ($140,000 Canadian), commencing January 1997.
A general security agreement on equipment and a fixed charge on certain
equipment have been pledged as collateral for the capital loan.
The principal repayments after the refinancing are as follows:
<TABLE>
<S> <C>
Remainder of fiscal 1997............................. $ 927,000
1998................................................. 1,236,000
1999................................................. 1,236,000
2000................................................. 1,236,000
2001................................................. 465,000
---------
5,100,000
=========
</TABLE>
B) STOCK OPTIONS
The Company has granted certain officers and employees options to purchase
a total of 51,500 shares at $5.00 per share. These options expire November 15,
2001 and must be fully paid upon exercise of the stock option.
F-14
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VENTURE SEISMIC LTD.
Dated: March 20, 1997 By: /s/ Brian Kozun
-----------------------------------
Brian W. Kozun
President and Chief Executive Officer
