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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report : July 10, 1998
VENTURE SEISMIC LTD.
(Exact name of registrant as specified in charter)
ALBERTA, CANADA
(State or other jurisdiction of incorporation)
0-27070 N/A
(Commission File Number) (IRS Employer Identification No.)
3110 - 80th Avenue S.E. Calgary, Alberta T2C 1J3
(Address of principal executive offices) (Zip code)
(403) 777-9070
(Registrant's telephone number including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 2. Other events
On July 8, 1998, Venture Seismic Ltd. ("Venture") announced that it
expects to report a significant loss for its third quarter of fiscal 1998. The
loss results from substantially reduced revenue during the quarter from the
Company's wholly owned subsidiary in the United States, Boone Geophysical, Inc.
("Boone"). For the quarter ended June 30, 1998, Boone is expected to report
significantly less revenue than anticipated due to inefficiencies in meeting
certain customer commitments for projects in progress as a result of timing
demands and equipment shortages. Reference is made to Venture's press release
dated July 8, 1998, which is attached hereto as Exhibit 99.1 and incorporated
by reference herein.
Item 7. Financial Statements and Exhibits
(c ) Exhibits
99.1 Press release dated July 8, 1998
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.
By: /s/ Brian Kozun
Brian W. Kozun
President and Chief Executive Officer
Dated: July 10, 1998
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Exhibit 99.1
VENTURE SEISMIC EXPECTS LOSS FOR THIRD QUARTER
CALGARY, ALBERTA, JULY 8, 1998 - VENTURE SEISMIC LTD. (NASDAQ NMS: VSEIF) today
announced that it expects to report a significant loss for its third quarter of
fiscal 1998. The loss results from substantially reduced revenue during the
quarter from the Company's wholly owned subsidiary in the United States, Boone
Geophysical, Inc. ("Boone"). For the quarter ended June 30, 1998 Boone is
expected to report significantly less revenue than anticipated due to
inefficiencies in meeting certain customer commitments for projects in progress
as a result of timing demands and equipment shortages. The shortage of
equipment for the number of projects in progress, and the overlap in the timing
of the projects in progress, resulted in excess equipment movement during the
quarter, which in turn resulted in significantly reduced production and
revenue. In addition, certain disputes arose regarding charges for the
performance of extra and/or premium rate charges for work outside the normal
conditions anticipated, which resulted in collection difficulties and a
decision to write-off disputed charges. The reduced revenue in Boone was
compounded by minimal activity by the Company in the Canadian segment of the
market during the quarter. As a result of the loss, the Company expects that
it will no longer be in compliance with certain of its bank covenants and, if
so, the Company will be required to obtain a waiver from its lender or to seek
additional financing in order to restore compliance, although there can be no
assurance that it will be able to do so. In connection with the foregoing and
in connection with the pending acquisition of Continental Holdings Ltd., the
Board of Directors has authorized management to explore a number of
alternatives including the possibility of a financing or strategic corporate
transaction. The Company intends to report third quarter financial results on
August 6, 1998.
Brian Kozun, President and Chief Executive Officer of Venture, commented, "the
poor results during the quarter do not reflect weak industry demand for our
services. Rather, a substantial portion of the poor performance was related to
shifting project timing demands and the need to meet customer commitments,
which resulted in a situation where equipment demand greatly exceeded our
equipment capacity. We attempted to increase the equipment capacity in Boone
through the temporary transfer of equipment from our Canadian operations,
however, even the additional equipment was not sufficient to overcome the
difficulties and inefficiencies during this period."
The Company has undertaken a number of actions to address the operational
issues at Boone, including the transfer of the Company's Chief Operating
Officer, Dan McArthur to manage the Boone operations. Mr. McArthur will be
responsible for the implementation of a number of strengthened control
procedures to better monitor project completion difficulties, control project
scheduling and timing, minimize billing disputes and maximize revenue
collection.
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VENTURE SEISMIC LTD. is traded on the Nasdaq National Market and is engaged
primarily in the acquisition of land and wetlands seismic data for use in the
exploration for and development and field management of oil and gas reserves.
The Company utilizes both traditional two-dimensional ("2D") and more
technologically advanced three-dimensional ("3D") seismic data technology to
acquire data on possible oil and gas reserves for its customers, which range
from junior exploration companies to fully-integrated multi-national
corporations. Venture's subsidiaries include Boone Geophysical, Inc., a Texas
based company engaged in the acquisition of land and wetlands seismic data in
the Southern United States, and Hydrokinetic Surveys of Canada Inc., a company
based in Western Canada which provides shallow marine airgun and survey
services.
This news release contains certain forward-looking statements that involve
risks and uncertainties as detailed from time to time in Venture's SEC filings
under "Risk Factors" and elsewhere. Actual results could differ from those
anticipated due to a number of factors including the results of the Company's
proposed acquisition of Continental Holdings Ltd., the capital intensive nature
of the Company's business, its need for additional funds for operations and
debt service requirements, seasonal fluctuations in operating results,
dependence upon principal customers, activity in the oil and gas industry,
risks associated with international operations and regulatory, competitive and
contractual risks.
FOR FURTHER INFORMATION CONTACT:
Mr. Brian Kozun, President & CEO
Mr. Greg Wiebe, Chief Financial Officer
Venture Seismic Ltd.
(403) 777-9070
