- - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K*
FOR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 COMMISSION FILE NO. 0-27564
3-D GEOPHYSICAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-3841601
(State of incorporation) (I.R.S. Employer
Identification Number)
7076 SOUTH ALTON WAY, BUILDING H, ENGLEWOOD, COLORADO 80112
(Address of principal executive office) (zip code)
Registrant's telephone number, including area code: (303) 290-0214
Securities registered pursuant
to Section 12(b) of the Act: NONE
Securities registered pursuant
to Section 12(g) of the Act: COMMON STOCK, PAR VALUE $.01
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve (12) months (or for such shorter period that
the registrant was required to file such report(s)), and (2) has been subject to
the filing requirements for the past ninety (90) days.
YES X NO
--- ----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [X ].
The aggregate market value of the registrant's Common Stock held by
non-affiliates as of May 3, 1996 was approximately $65,796,960, based on the
average of the high and low prices of the registrant's Common Stock on the
Nasdaq National Market on such date.
As of May 3, 1996, the registrant had outstanding 7,600,000 shares of
Common Stock, $.01 par value.
- - --------------------------------------------------------------------------------
* The Annual Report on Form 10-K is being filed pursuant to Rule 15d-2 under
the Securities Exchange Act of 1934 and contains only certified financial
statements as required by Rule 15d-2.
<PAGE>
On February 9, 1996, 3-D Geophysical, Inc. (the "Company")
consummated its initial public offering (the "Offering") of 4,000,000 shares of
common stock, par value $.01 per share (the "Common Stock"), at $7.50 per share.
Subsequently, on February 21, 1996 the underwriters exercised their
over-allotment option to purchase an additional 600,000 shares at $7.50 per
share. The proceeds, net of the underwriters' commissions and estimated Offering
costs were $28,879,000. Simultaneously with the Offering, the Company acquired
in separate transactions, in exchange for cash, notes and shares of Common
Stock, Geoevaluaciones, S.A., de C.V. ("GEO"), Procesos Interactivos Avanzados,
S.A. de C.V. ("PIASA"), certain assets and liabilities of the land seismic
business of Northern Geophysical of America, Inc. ("Northern"), Paragon
Geophysical, Inc. ("Paragon") and Kemp Geophysical Corporation ("Kemp" and,
collectively with GEO, PIASA, Northern and Paragon, the "Founding Companies").
Approximately $13,593,000 of the proceeds was used to pay the cash portion of
the purchase price of the Founding Companies. A detailed description of the
Offering and the acquisitions of the Founding Companies is included within the
Registration Statement (Registration Statement No. 33- 99240) filed with the
Securities and Exchange Commission (the "Commission").
Rule 15d-2 ("Rule 15d-2") under the Securities Exchange Act of
1934, as amended, provides generally that if a registrant files a registration
statement under the Securities Act of 1933, as amended, which does not contain
certified financial statements for the registrant's last full fiscal year (or
for the life of the registrant if less than a full fiscal year), then the
registrant shall, within 90 days after the effective date of the registration
statement, file a special report furnishing certified financial statements for
such last full fiscal year or other period as the case may be. Rule 15d-2
further provides that such special financial report is to be filed under cover
of the facing shoat appropriate for annual reports of the registrant.
The Company's Form S-1 Registration Statement referenced above
did not contain the certified financial statements contemplated by Rule 15d-2,
therefore, as required by Rule 15d-2, these are being filed with the Commission
under cover of the facing page of an Annual Report on Form 10-K.
- 2 -
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a)(1) List of Financial Statements filed as part of the Form 10-K
The following Financial Statements of 3-D Geophysical, Inc. are
filed as part of this Form 10-K. Page numbers refer to this Form 10-K:
3-D GEOPHYSICAL, INC.:
Report of Independent Accountants........................ 4
Balance Sheet............................................ 5
Notes to Financial Statements............................ 6
3-D GEOPHYSICAL, INC.:
Pro Forma Consolidated Financial Statements.............. 7
Pro Forma Consolidated Balance Sheet..................... 8
Pro Forma Consolidated Statement of Operations........... 10
Notes to Pro Forma Consolidated Financial Statements..... 11
COMBINED FINANCIAL STATEMENTS OF GEOEVALUACIONES, S.A. DE D.V.
Report of Independent Accountants........................ 14
Combined Balance Sheet................................... 15
Combined Statement of Operations......................... 16
Combined Statement of Changes in Stockholders' Equity.... 17
Combined Statement of Cash Flows......................... 18
Notes to Combined Financial Statements................... 19
(a)(2) List of Financial Statement Schedules filed as part of this Form 10-K
None.
(b) Reports on Form 8-K
Not applicable to this filing.
(c) Exhibits
None.
- 3 -
Report of Independent Accountants
To the Board of Directors and Stockholders of
3-D Geophysical, Inc.:
We have audited the accompanying balance sheet of 3-D Geophysical, Inc. as of
December 31, 1995. This financial statement is the responsibility of the
Company's management. Our responsibility is to express an opinion on this
financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is 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.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly, in
all material respects the financial position of 3-D Geophysical, Inc. as of
December 31, 1995, in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Houston, Texas
April 16, 1996
- 4 -
<PAGE>
3-D GEOPHYSICAL, INC.
Balance Sheet
December 31, 1995
DECEMBER 31,
ASSETS 1995
Deferred issuance costs $ 1,775,833
Organization costs 10,000
------------
Total assets $ 1,785,833
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 1,268,225
Amounts due Paragon Geophysical 517,093
----------
Total liabilities 1,785,318
Stockholders' equity:
Common stock, $1.00 par value, 1,000 shares authorized,
515.4 shares issued and outstanding 515
----------
Total stockholders' equity 515
Total liabilities and stockholders' equity $ 1,785,833
============
The accompanying notes are an integral part of this financial statement.
- 5 -
<PAGE>
3-D GEOPHYSICAL, INC.
NOTES TO FINANCIAL STATEMENT
1. BASIS OF PRESENTATION:
3-D Geophysical, Inc. (the "Company") is a newly-organized corporation,
formed in March 1995. The Company was formed to facilitate the
acquisition and consolidation of land-based seismic data acquisition
businesses and has not commenced operations. On February 9, 1996, the
Company consummated an initial public offering (the "Offering") of
4,000,000 shares of common stock, par value $.01 per share.
Subsequently, on February 21, 1996, the underwriters exercised their
over-allotment option to purchase an additional 600,000 shares at $7.50
per share. The proceeds to the Company, net of underwriters'
commissions and estimated Offering costs were $28, 879,000. Immediately
prior to the consummation of the Offering, the Company effected a
2,717.66-for-one split of the Common Stock.
2. DEFERRED ISSUANCE COST:
The following costs related to the Offering have been deferred and were
charged against the gross proceeds of the Offering upon its
consummation.
Legal fees $ 679,402
Accounting fees 543,750
Printing costs 250,000
Miscellaneous 302,681
-------
$ 1,775,833
=============
- 6 -
<PAGE>
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The following pro forma consolidated financial statements
include the pro forma consolidated balance sheet of 3-D Geophysical, Inc., as of
December 31, 1995, and the pro forma consolidated statement of operations for
the year ended December 31, 1995.
The pro forma financial statements have been prepared as if
(a) the acquisition of Geoevaluaciones, S.A. de C.V. ("Geoevaluaciones"),
Procesos Interactivos Avanzados, S.A. de C.V. ("PIASA"), the land seismic assets
of Northern Geophysical of America, Inc. ("Northern"), Kemp Geophysical
Corporation ("Kemp") and Paragon Geophysical, Inc. ("Paragon") (collectively
referred to as the "Founding Companies"), and (b) the initial public offering
(the "Offering") had been completed. 3-D Geophysical, Inc. has filed with the
Securities and Exchange Commission a Registration Statement No. 33-99240 on Form
S-1 in connection with the Offering, effective February 6, 1996.
Simultaneously with the consummation of the Offering, 3-D
Geophysical will acquire in separate transactions, in exchange for cash, notes
and shares of Common Stock, the Founding Companies. For accounting purposes, the
acquisition of Geoevaluaciones and PIASA has been treated as a recapitalization
of Geoevaluaciones and PIASA with Geoevaluaciones (combined with PIASA) as the
acquiror of 3-D Geophysical. Accordingly, Geoevaluaciones' net assets are valued
at historical cost and the consideration given to former stockholders of
Geoevaluaciones and PIASA is treated for accounting purposes as a dividend. The
acquisitions of the other Founding Companies are being treated as business
combinations accounted for by the purchase method of accounting as prescribed by
Accounting Principles Board Opinion No. 16 and Staff Accounting Bulletin No. 48.
The acquisition of Paragon's common stock in exchange for shares of Common Stock
is accounted for at Paragon's historical cost. Northern and Kemp are being
valued at the fair market value of consideration given. In connection with the
acquisitions of Northern and Kemp, the excess of consideration given over the
fair market value of net assets received will be amortized on a straight-line
basis over 15 years.
The pro forma consolidated balance sheet as of December 31,
1995 gives effect to the acquisitions of the Founding Companies and the Offering
as if such transactions had occurred on December 31, 1995. The pro forma
consolidated statement of operations for the year ended December 31, 1995
assumes the Company had completed the transactions on January 1, 1995.
The pro forma consolidated financial statements of the
Founding Companies have been derived from the audited historical financial
statements of Geoevaluaciones and unaudited historical financial statements of
Northern's land-based seismic operations, Kemp and Paragon for the year ended
December 31, 1995. These pro forma consolidated statements of operations may not
be indicative of actual results that would have been achieved if the
transactions had occurred on the dates indicated or the results which may be
realized in the future. Neither expected benefits and cost reductions
anticipated by the Company nor future corporate costs of the Company have been
reflected in the pro forma consolidated statements of operations.
- 7 -
<PAGE>
<TABLE>
<CAPTION>
3-D GEOPHYSICAL, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
Year Ended December 31, 1995
(In thousands, except per share amounts)
Recapit-
alized
3-D Geo- Recap- 3-D Acquired Entities
Geophys- evaluac- itali- Geophys- ----------------------------
ical iones zation ical Northern Paragon Kemp
-------- -------- -------- -------- -------- -------- --------
ASSETS
<S> <C> <C> <C> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents.$ 0 $ 609 $ 0 $ 609 $ 0 $ 244 $ 5
Restricted cash .......... 0 0 0 0 0 0 0
Accounts receivable:
- Trade .................. 0 1,786 0 1,786 7,089 389 1,182
- Other .................. 0 158 0 158 59 73 35
Other ........................ 0 239 0 239 9 4 12
- --- - --- - - --
------
Total current assets . 0 2,792 0 2,792 7,157 710 1,234
Property and plant, net ...... 0 1,746 0 1,746 3,324 3,035 4,185
Goodwill ..................... 0 0 0 0 0 0 0
............................
Other assets ................. 1,786 10 0 1,796 15 557 72
............................
Total assets ........ $ 1,786 $ 4,548 $ 0 $ 6,334 $ 10,496 $ 4,302 $ 5,491
======== ======== ======== ======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
3-D GEOPHYSICAL, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
Year Ended December 31, 1995
(In thousands, except per share amounts)
Pro
Forma Pro Adjusted
Adjustments Forma Offering Pro Forma
----------- --------- -------- ---------
ASSETS
<S> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents. ($10,397)a ($10,164) $32,085e $ 5,849
(625)b (2,510)c
(1,000)f
(9,909)f
(2,653)f
Restricted cash .......... 0 0 1,000f 1,000
Accounts receivable:
- Trade .................. 307)h 10,139 0 10,139
- Other .................. 0 325 0 325
Other ........................ 0 264 0 264
-- -------- -------- -------- --------
Total current assets . (11,329) 564 17,013 17,577
Property and plant, net ...... 1,304a 13,594 0 13,594
Goodwill ..................... 5,806a 6,325 0 6,325
............................ 519b
Other assets ................. (517)h 1,923 1,420d 137
............................ (3,206)e
Total assets ........ ($ 4,217) $ 22,406 $ 15,227 $ 37,633
======== ======== ======== ========
</TABLE>
- 8 -
<PAGE>
<TABLE>
<CAPTION>
3-D GEOPHYSICAL, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
Year Ended December 31, 1995
(In thousands, except per share amounts)
Recapit-
alized
3-D Geo- Recap- 3-D Acquired Entities
Geophys- evaluac- itali- Geophys- -----------------
ical iones zation ical Northern Paragon Kemp
-------- -------- -------- -------- -------- -------- --------
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current liabilities:
<S> <C> <C> <C> <C> <C> <C> <C>
Current maturities of long-term
debt and capital lease $ 0 $ 182 $ 0 $ 182 $ 463 $4,651 $1,360
Accounts payable ........ 1,268 1,003 0 2,271 5,850 172 704
Accrued liabilities ..... 517 1,006 0 1,523 538 281 132
------ ------- -------- ------- ------- ------ ------
Total current liabilit 1,785 2,191 0 3,976 6,851 5,104 2,196
Long-term debt and capital leas 0 0 0 0 358 0 2,895
............................
Long-term accrued liability .. 0 0 0 0 0 0 0
Dividend payable ............. 0 0 4,510c 4,510 0 0 0
Deferred income taxes ........ 0 530 0 530 103 0 0
Stockholders' equity:
Common stock ............ 1 320 0 321 0 3 24
Preferred stock ......... 0 0 0 0 0 0 0
Additional paid in capital 0 0 0 0 3,184 150 690
Retained earnings (deficit 0 4,363 (4,510)c (147) 0 (955) (314)
Cumulative foreign currency
translation adjustments 0 (2,856) 0 (2,856) 0 0 0
------ ------- -------- ------- ------- ------ ------
Total stockholders' equity ... 1 1,827 (4,510) (2,682) 3,184 (802) 400
------ ------- -------- ------- ------- ------ ------
Total liabilities and
stockholders' $1,786 $ 4,548 $ 0 $ 6,334 $10,496 $4,302 $5,491
====== ======= ======== ======= ======= ====== ======
</TABLE>
<TABLE>
<CAPTION>
3-D GEOPHYSICAL, INC.
PRO FORMA CONSOLIDATED BALANCE SHEET
Year Ended December 31, 1995
(In thousands, except per share amounts)
Pro
Forma Adjusted
Adjust- Pro Pro Forma
ments Forma Offering Pro Forma
LIABILITIES AND -------- ------- -------- ---------
STOCKHOLDERS' EQUITY
Current liabilities:
<S> <C> <C> <C> <C>
Current maturities of long-term
debt and capital lease $ 0 $ 6,656 ($6,656)f $ 500
500c
Accounts payable ........ (307)h 8,690 8,690
Accrued liabilities ..... (517)h 1,957 1,420d 724
(2,653)f
-------- ------- -------- -------
Total current liabilit (824) 17,303 (7,389) 9,914
Long-term debt and capital leas 0 3,253 (3,253)f 500
............................ 500c
Long-term accrued liability .. 0 0 1,000c 1,000
Dividend payable ............. 0 4,510 (4,510)c 0
Deferred income taxes ........ (103)a 530 530
Stockholders' equity:
Common stock ............ (318)g 30 46e 76
Preferred stock ......... 0 0 0
Additional paid in capital (4,241)g (217) 28,833e 28,616
Retained earnings (deficit 1,269g (147) (147)
Cumulative foreign currency
translation adjustments 0 (2,856) (2,856)
-------- ------- -------- -------
Total stockholders' equity ... (3,290) (3,190) 28,879 25,689
-------- ------- -------- -------
Total liabilities and
stockholders' ($4,217) $22,406 $ 15,227 $37,633
======== ======= ======== =======
</TABLE>
- 9 -
<PAGE>
<TABLE>
<CAPTION>
3-D GEOPHYSICAL, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Recapit
alized
Geo- 3-D Acquired Entities Pro Forma Adjustments
evaluaci Recapita- Geophys- -------------------------- ---------------------------
ones lization ical Northern Paragon Kemp Northern Paragon Kemp
------ ------- ------ ------ ------ ------ ----- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales......................... $9,825 $ 0 $9,825 $21,920 $4,695 $3,605 $ 0 $ 0 ($193)hh
Expenses:
Cost of data acquisition....... 5,968 0 5,968 18,480 3,852 2,794 0 0 (193)hh
Depreciation and amortization.. 662 0 662 1,749 566 238 387cc 0 35cc
(212)dd
General and administrative..... 1,038 0 1,038 1,447 464 838 0 0 0
------ ------- ------ ------ ------ ------ ----- ------ ------
Total operating expenses... 7,668 0 7,668 21,676 4,882 3,870 175 0 (158)
------ ------ ------ ------ ------ ------ ----- ------ ------
Operating income (loss) 2,157 0 2,157 244 (187) (265) (175) 0 (35)
Other income (expense):
Miscellaneous.................. 503 0 503 (89) (7) 9 0 0 0
Interest expense............... (803) (80)aa (883) (263) (367) (88) 0 0 0
Foreign currency gains (losses) (120) 0 (120) 0 0 0 0 0 0
----- ----- ------ ------ ------ ------- ----- ------ ------
Income (loss) before provision
for income taxes............... 1,737 (80) 1,657 (108) (561) (344) (175) 0 (35)
Provision (benefit) for income tax 130 (28)ee 102 0 0 0 (99)ee (196)ee (133)ee
------ ----- ------ ------ ------ ------ ----- ------ ------
Net income (loss).............. $1,607 ($52) $1,555 ($108) ($561) ($344) ($76) $196 $ 98
====== ===== ====== ====== ====== ====== ===== ====== ======
Pro forma earnings (loss) per share
</TABLE>
<TABLE>
<CAPTION>
3-D GEOPHYSICAL, INC.
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Pro Offer- Pro
Forma ing Forma
------- ----- -------
<S> <C> <C> <C>
Net sales......................... $39,852 $ 0 $39,852
Expenses:
Cost of data acquisition....... 30,901 0 30,901
Depreciation and amortization.. 3,425 0 3,425
General and administrative..... 3,787 0 3,787
------- ----- -------
Total operating expenses... 38,113 0 38,113
------- ----- -------
Operating income (loss) 1,739 0 1,739
Other income (expense):
Miscellaneous.................. 416 0 416
Interest expense............... (1,601) 1,521bb (80)
Foreign currency gains (losses) (120) 0 (120)
------- ----- -------
Income (loss) before provision
for income taxes............... 434 1,521 1,955
Provision (benefit) for income tax (326) 532ee 206
------- ----- -------
Net income (loss).............. 760 $989 $1,749
======= ===== =======
Pro forma earnings (loss) per share $ 0.21ff $0.23gg
</TABLE>
====== =====
- 10 -
<PAGE>
3-D GEOPHYSICAL, INC.
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 1995
1. PRO FORMA BALANCE SHEET ADJUSTMENTS
The accompanying pro forma consolidated balance sheet as of December
31, 1995, gives effect to the Acquisitions and the Offering as if such
transactions had occurred on December 31, 1995.
(a) Adjustments to reflect the acquisition of Northern for cash of
$10,450,000 reduced by outstanding indebtedness of $821,000 and increased by
$768,000 for net working capital assumed. Fixed assets have been written up by
$1,304,000 to reflect their fair market value.
Total goodwill recognized is $5,806,000.
(b) Adjustments to reflect the acquisition of Kemp for cash of $625,000
and stock valued at $294,000. Does not include $725,000 which may be payable in
cash as contingent consideration and included as part of the acquisition price.
Total goodwill recognized is $519,000.
(c) Adjustments to reflect the acquisition of Geoevaluaciones and PIASA
which includes cash of $2,510,000 and debt of $1,000,000 (bearing interest at
8%). Additionally, $1,000,000 (reduced by amounts paid in settlement of any
contingent liabilities existing at the date of acquisition) will be held by the
Company as restricted cash and paid to the former owners of Geoevaluaciones and
PIASA in June 1997 related to certain non-competition agreements. The
consideration paid to the former stockholders of Geoevaluaciones and PIASA,
other than the common stock portion, is equal to $4,510,000 and is treated for
accounting purposes as a dividend. The dividend consists of $2,510,000 of cash,
the $1,000,000 of debt, and the $1,000,000 related to certain non-competition
agreements.
(d) Reflects the accrual of estimated expenses related to the Offering
incurred subsequent to December 31, 1995.
(e) Reflects the issuance of 4,600,000 shares of $0.01 par value Common
Stock at an initial public offering price of $7.50 per share, net of
underwriters' discount of $0.525 per share and the reclassification of deferred
issuance costs estimated to be $3,206,000.
(f) Reflects the payment of accrued expenses incurred in connection
with the Offering ($2,653,000) and the repayment of the Founding Companies debt
($9,909,000) as well as the payment of the cash portion of the Geoevaluaciones
dividend ($4,510,000, see Note c) and funding of a restricted cash account
related to certain Geoevaluaciones non-competition agreements ($1,000,000).
- 11 -
<PAGE>
(g) Adjustments to reflect the Acquisitions and the capital structure
of the company before the Offering:
Common Stock
Paragon's Common Stock........................................ $ (3)
Kemp's Common Stock........................................... (24)
Adjustment to Reflect Post-
Acquisition Capital Structure of 3-D.......................... (291)
-----
$ (318)
===========
Additional Paid in Capital
Paragon's Common Stock and Retained Deficit................... $ (952)
Adjustment to Reflect Post-Acquisition Capital
Structure of 3-D.............................................. 291
Northern's Additional Paid in Capital......................... (3,184)
Kemp's Additional Paid in Capital............................. (690)
Common Stock Issued to Kemp Shareholders...................... 294
--------
$ (4,241)
========
Retained Deficit
Paragon's Retained Deficit.................................... $ 955
Kemp's Retained Deficit....................................... 314
-----------
$ 1,269
=========
(h) Reflects the elimination of inter-company accounts:
Elimination of Accounts Receivables:
Kemp due from GEO-Kemp Joint Venture.................... $ 169
GEO-Kemp Joint Venture due from Kemp.................... 114
Kemp due to GEO......................................... 24
-----------
$ 307
===========
Elimination of Accounts Payable:
Kemp due to GEO-Kemp Joint Venture...................... $ 169
GEO-Kemp Joint Venture due to Kemp...................... 114
Kemp due to GEO......................................... 24
-----------
$ 307
===========
Elimination of Other Assets:
Paragon due from 3-D.................................... $ 517
-----------
$ 517
===========
Elimination of Accrued Liabilities:
3-D due to Paragon...................................... $ 517
-----------
$ 517
===========
- 12 -
<PAGE>
2. PRO FORMA STATEMENT OF OPERATIONS ADJUSTMENTS
The accompanying pro forma consolidated statement of operations for the
year ended December 31, 1995, assume that the Company had completed the
Acquisitions and the Offering on January 1, 1995.
(aa) To record interest expense at 8% related to the
promissory notes issued to the stockholders of Geoevaluaciones.
(bb) Reflects the elimination of interest expense related
to debt and capital leases that will be extinguished from proceeds of
the Offering.
(cc) To record amortization of goodwill over 15 years:
TOTAL ANNUAL
GOODWILL AMORTIZATION
Northern.............. $5,806 $387
Kemp.................. 519 35
------ ----
$6,325 $422
======= ====
(dd) Adjustment to reduce Northern's depreciation to
standardize depreciable life of 3-D data acquisition equipment with
other Founding Companies.
(ee) incremental adjustment in income tax expense as a
result of items (aa)- (dd), assuming statutory rate of 35% in U.S. and
Mexico and consolidated returns for U.S. federal tax purposes.
(ff) The number of shares used in the pro forma earnings
per share calculation is determined as follows:
Shares Issued to 3-D Geophysical Stockholders..... 1,400,681
Shares Issued to Acquire Geoevaluaciones.......... 217,647
Shares Issued to Acquire PIASA.................... 28,235
Shares Issued to Acquire Paragon.................. 1,314,261
Shares Issued to Acquire Kemp..................... 39,176
Shares Issued to Fund Dividend.................... 601,333
---------
3,601,333
=========
(gg) The number of shares outstanding after the Offering
is 7,600,000.
(hh) Reflects the elimination of inter-company accounts:
Elimination of Accounts Receivable:
GEO-Kemp Joint Venture rental to Kemp........ $ 169
GEO services to Kemp......................... 24
--
$ 193
======
- 13 -
<PAGE>
Report of Independent Accountants
To the Shareholders of Geoevaluaciones, S.A. de C.V. and
Procesos Interactivos Avanzados, S.A. de C.V.
We have audited the accompanying combined balance sheet of
Geoevaluaciones, S.A. de C.V. and Procesos Interactivos Avanzados, S.A. de C.V.
as of December 31, 1995, and 1994 and the related combined statements of
operations, changes in stockholders' equity and cash flows for each of the three
years in the period ended December 31, 1995. These combined financial statements
are the responsibility of the Companies' management. Our responsibility is to
express an opinion on these combined financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about 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.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above
present fairly, in all material respects, the combined financial position of
Geoevaluaciones, S.A. de C.V. and Procesos Interactivos Avanzados, S.A. de C.V.
as of December 31, 1995 and 1994 and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 1995 in
conformity with generally accepted accounting principles.
COOPERS & LYBRAND
Mexico City, Mexico
May 1, 1996
- 14 -
<PAGE>
GEOEVALUACIONES, S.A. DE C.V.
Balance Sheets as of December 31, 1995 and 1994
(Stated in US dollars)
ASSETS 1995 1994
---- ----
Current Assets:
Cash $ 609,480 $ 241,823
Accounts receivable:
Trade 1,786,364 2,326,635
Other 157,690 99,580
Other assets 238,730 304,884
----------- ----------
Total current assets 2,792,264 2,972,922
Investment in shares 9,610 14,769
Equipment, net 1,746,044 3,460,008
---------- ----------
Total assets $4,547,918 $6,447,699
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ - $ 206,782
Current portion of obligation
under capital lease - 415,215
Current portion of long-term debt 181,744 -
Accounts payable 1,003,511 2,137,719
Accrued liabilities 1,005,673 967,329
Income taxes payable - 26,283
----------- ----------
Total current liabilities 2,190,928 3,753,328
Long term liabilities:
Long term debt - 309,000
Deferred tax liability 530,250 752,409
Commitments and Contingencies
(Notes 8, 9 and 13)
Stockholders' equity:
Common stock 319,796 292,133
Retained earnings 4,362,577 3,457,670
Cumulative translation adjustment (2,855,633) (2,116,841)
----------- -----------
Total stockholders equity 1,826,740 1,632,962
---------- -----------
Total liabilities and
stockholders' equity $4,547,918 $6,447,699
========== ==========
The accompanying notes are an integral part of these financial statements.
- 15 -
<PAGE>
GEOEVALUACIONES S.A. DE C.V.
Statements of Operations for the years ended December 31, 1995, 1994 and 1993
(Stated in US dollars)
1995 1994 1993
---- ---- ----
Net Revenues $ 9,824,541 $17,660,155 $17,638,376
Cost of seismic and
geophysical services 5,967,924 11,003,937 13,146,011
----------- ----------- -----------
3,856,617 6,656,218 4,492,365
Expenses:
General and
administrative expenses 1,037,658 1,814,000 1,280,335
Depreciation and
amortization 661,657 1,468,357 989,992
Interest income (264,648) (164,598) (151,504)
Interest expense 803,149 466,463 1,031,902
Foreign currency
transaction (gains)
or losses 119,722 92,118 (32,778)
Miscellaneous (237,774) 76,816 (118,510)
------------- ---------- -----------
2,119,764 3,753,156 2,999,437
Income before provision
for income tax 1,736,853 2,903,062 1,492,928
Provisions for income tax 130,044 1,000,402 417,815
------------ --------- -----------
Net income $ 1,606,809 $ 1,902,660 $ 1,075,113
============ ============ ===========
The accompanying notes are an integral part of these financial statements.
- 16 -
<PAGE>
GEOEVALUACIONES, S.A. DE C.V.
Statements of Changes in Stockholders' Equity for the years ended December 31,
1995, 1994 and 1993 (Stated in US dollars)
<TABLE>
<CAPTION>
Cumulative
Foreign
Currency
Common Retained Translation
Stock Earnings Adjustments Total
----- -------- ----------- -----
<S> <C> <C> <C> <C>
Balance January 1, 1993 $ 58,049 $ 979,575 $ (54,287) $ 983,337
Capital contribution for
Procesos Interactivos
Avanzados S.A. de C.V 4,502 -- -- 4,502
Dividends paid to shareholders -- (270,096) -- (270,096)
Stock dividend issued to
shareholders 229,582 (229,582) -- --
Foreign currency translation
adjustments -- -- 13,724 13,724
Net income for the year -- 1,075,113 -- 1,075,113
------- ---------- ----------- ----------
Balance December 31, 1993 292,133 1,555,010 (40,563) 1,806,580
Foreign currency translation
adjustments -- -- (2,076,278) (2,076,278)
Net income for the year -- 1,902,660 -- 1,902,660
------- ---------- ----------- -----------
Balance December 31, 1994 292,133 3,457,670 (2,116,841) 1,632,962
Capital contribution for PIASA 27,663 -- -- 27,663
Dividend paid to shareholders -- (701,902) -- (701,902)
Foreign currency translation
adjustments -- -- (738,792) (738,792)
Net income for the year -- 1,606,809 -- 1,606,809
------- ---------- ----------- ----------
Balance December 31, 1995 $319,796 $4,362,577 $(2,855,633) $1,826,740
======== ========== =========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
- 17 -
<PAGE>
GEOEVALUACIONES, S.A. DE C.V.
Statements of Cash Flows for the years ended December 31, 1995, 1994 and 1993
(Stated in US dollars)
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $1,606,809 $1,902,660 $1,075,113
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 661,657 1,468,357 989,992
Gain on sale of fixed assets (350,430)
Effect of change in exchange rate on
operating assets and liabilities 197,319 (61,328) 108,854
(Increase) decrease in receivables 504,363 368,591 (1,065,155)
(Increase) decrease in other assets 66,154 (56,098) 299,238
Increase (decrease) in accounts payable (1,156,410) 356,398 70,175
Increase (decrease) in accrued liabilities 38,744 (484,815) 669,373
Provision for deferred income taxes 130,044 962,628 7,779
Increase (decrease) in taxes payable (26,283) (57,249) 43,729
---------- ---------- ----------
Total adjustments 65,158 2,496,484 1,123,985
---------- ---------- ----------
Net cash provided by operating activities 1,671,967 4,399,144 2,199,098
Cash flows from investing activities:
Purchase of equipment (146,776) (3,262,335) (714,601)
Proceeds on sale of equipment 350,430
Investment in other assets -- -- (31,959)
---------- ---------- ----------
Net cash provided by (used in) investing
activities 203,654 (3,262,335) (746,560)
Cash flows from financing activities:
Payment of dividends (701,902) -- (270,096)
Net borrowings under factor agreements (206,782) (1,314,965) 1,300,465
Issuance of Common Stock 27,663 -- 4,502
Payments on borrowings and capital leases (542,471) (742,972) (1,097,450)
---------- ---------- ----------
Net cash used by financing activities (1,423,492) (2,057,937) (62,579)
---------- ---------- ----------
Net increase (decrease) in cash 452,129 (921,128) 1,389,959
Cash at beginning of period 241,823 1,858,343 469,886
Effect of change in exchange rate on cash
balance (84,472) (695,392) (1,502)
---------- ---------- ----------
Cash at end of period $609,480 $241,823 $1,858,343
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
- 18 -
<PAGE>
GEOEVALUACIONES S.A. DE C.V.
PROCESOS INTERACTIVOS AVANZADOS, S.A. DE C.V.
Notes to the Combined Financial Statements
For the years ended December 31, 1995, 1994 and 1993
1. ORGANIZATION
The accompanying combined financial statements include the accounts of
Geoevaluaciones, S.A. de C.V. ("Geoevaluaciones" or the "Company") and Procesos
Interactivos, S.A. de C.V. ("PIASA") (collectively the "Companies").
Geoevaluaciones, a Mexican corporation, was organized in 1977 and is engaged in
the acquisition of seismic data. The results of operations of Geoevaluaciones
are included for each of the three year periods. PIASA was established during
1993 and is engaged in processing seismic data for sale mainly to
Geoevaluaciones. The results of operations for PIASA are included from inception
in November, 1993. Transactions between the two companies have been eliminated
in the financial statements.
2. SIGNIFICANT ACCOUNTING POLICIES
REVENUE RECOGNITION
The Companies generate revenue through performing contract seismic data
acquisition services. Revenues from contract seismic data services are
recognized as the work progresses on the percentage of completion method or as
sold.
MAJOR CUSTOMER
One customer, PEMEX, which is owned by the Mexican government, accounts
for approximately 98% of the revenues of Geoevaluaciones for the year ended
December 31, 1995. As of December 31, 1995 and 1994, this customer accounted for
approximately 100% and 99%, respectively of the Companies' trade accounts
receivable.
FOREIGN CURRENCY TRANSLATION
These financial statements use the Mexican peso as the functional
currency. Assets and liabilities are translated into U.S. dollars at the
prevailing exchange rate at the respective balance sheet date. The resultant
translation adjustments are included in stockholders' equity. Income and
expenses are translated at the average exchange rate during the respective
reporting period. Gains or losses resulting from foreign currency transactions
are included in income currently.
PROPERTY AND EQUIPMENT
Property and equipment is stated at cost, adjusted for accumulated
depreciation and amortization. Equipment under capital leases is stated at the
present value of future minimum lease payments at the inception of the leases.
Property and equipment are depreciated on the
- 19 -
<PAGE>
straight-line method over the estimated useful lives of assets, which range from
three to seven years. Equipment held under capital lease is amortized on the
straight-line method over the estimated useful life of the assets or the terms
of the lease.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amount reported in the balance sheets for cash, accounts
receivable, accounts payable and notes payable approximates fair value because
of the immediate or short-term maturity of these financial instruments. The
carrying amount of the obligation under capital lease approximates fair value
because the lease agreements bear interest at variable rates which are adjusted
monthly. The carrying amount reported for long-term debt approximates fair value
based on current replacement values.
ACCOUNTING FOR INCOME TAXES
Income taxes are computed under the provisions of the Financial
Accounting Standards Board Statement No. 109, Accounting for Income Taxes ("SFAS
109"). Under SFAS 109, deferred tax assets and liabilities are recognized for
the future tax consequences attributable to the differences between the
financial statement carrying value of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured by using
enacted tax rates that are applicable to the future years in which deferred tax
assets or liabilities are expected to be realized or settled. Under SFAS 109,
the effect of a change in tax rates on deferred tax assets and liabilities is
recognized in earnings in the period in which the tax rate change was enacted.
The Companies establish a valuation allowance when it is more likely than not
that a deferred tax asset will not be recovered.
RECENT ACCOUNTING PRONOUNCEMENT
In March, 1995, the FASB issued Statement of Financial Accounting
Standards No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be disposed of ("Statement 121"). Statement 121 addresses
the accounting for the impairment of long-lived assets, certain identifiable
intangibles to be held and used. It also addresses the accounting for long-lived
assets and certain identifiable intangibles to be disposed of. Statement 121
establishes guidance for recognizing and measuring impairment losses and
requires that the carrying amount of impaired assets be reduced to fair value.
Statement 121 will be effective for fiscal years beginning after December 15,
1995. Management does not expect the impact of the adoption of Statement 121 to
have a material impact on the Companies' financial condition or results of
operations.
USE OF ESTIMATES
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the combined
financial statements and the reported amounts of revenue and expenses during the
reporting periods. Actual results could differ from those estimates.
- 20 -
<PAGE>
3. OTHER ASSETS:
Other assets consist of the following as of December 31:
1995 1994
---- ----
Prepaid income tax $153,434 $235,805
Guaranty deposits 7,389 42,114
Deposits with suppliers 49,810 -
Prepaid insurance 28,097 26,965
--------- ---------
$238,730 $304,884
======== ========
4. PROPERTY & EQUIPMENT, NET
Equipment consists of the following as of December 31:
1995 1994
---- ----
Tools and equipment $2,403,711 $3,580,676
Transportation equipment 698,379 1,119,131
Furniture and fixtures 35,330 50,330
Computer equipment 352,221 1,146,548
----------- ----------
3,489,641 5,896,685
Less: accumulated depreciation (1,743,597) (2,436,677)
---------- ----------
Equipment, net $1,746,044 $3,460,008
========== ==========
Property and equipment includes the following items under capital lease
agreements at December 31, 1994:
Equipment $1,717,965
Less: accumulated amortization (761,003)
--------
$ 956,962
===========
5. ACCRUED LIABILITIES
Accrued expenses consist of the following as of December 31:
1995 1994
---- ----
Value added tax payable $ 328,094 $273,558
Accrued salaries, wages
and payroll taxes 226,818 335,027
Other accrued expenses 450,761 358,744
----------- --------
$1,005,673 $967,329
========== ========
- 21 -
<PAGE>
6. NOTES PAYABLE
Notes payable at December 31, 1994 consist of notes payable of $206,782
to a Mexican bank under an accounts receivable factoring agreement bearing
interest at 24%. The total accounts receivable serving as collateral under the
factoring agreements was approximately $260,000 at December 31, 1994. These
invoices are all stated in Mexican pesos which amounted to 1,300,000 pesos.
7. LONG TERM DEBT
The Companies purchased equipment from a supplier for $350,000 in 1994.
In order to purchase this equipment, the Company entered into payment plan with
the supplier for this amount. At December 31, 1995 and 1994, $181,744 and
$309,000 remained outstanding, respectively. This loan is payable on a monthly
basis, has a stated interest rate of 10% and is collateralized by the equipment.
The loan is payable in monthly installments ending in 1996.
8. LEASES
The Companies rent office facilities under annual operating leases.
Rent expense was $298,900, $302,140 and $489,512 for the years ended December
31, 1995, 1994 and 1993, respectively.
9. EMPLOYEE BENEFITS (SENIORITY PREMIUM)
The Company is required under Mexican Law to provide certain retirement
benefits to substantially all employees. These benefits generally consist of 12
days salary for each year of service paid upon the retirement of the employee or
voluntary termination, once the employee has 15 years of service. The Companies
have not established a funding plan for this liability.
The components of the net plan costs are as follows:
1995 1994 1993
---- ---- ----
Service cost on benefits
earned during the period $2,717 $3,019 $3,139
Interest cost on projected benefit obligation 1,225 1,408 1,334
Net amortization and deferral 318 354 396
------ ------ ------
Net pension cost/expense $4,260 $4,781 $4,869
====== ====== ======
- 22 -
<PAGE>
The actuarial present value of benefit obligations and the funded
status for the Company's plans were as follows as of December 31:
1995 1994
---- ----
Benefit obligation
Vested benefits $2,980 $3,371
Non vested benefits 1,325 1,625
Accumulated benefit obligation 4,305 4,996
Projected salary increases 8,522 7,613
-------- --------
Projected benefit obligation 12,827 12,609
-------- --------
Projected benefit obligation in
excess of plan assets (12,827) (12,609)
Unrecognized net transition
obligation 3,825 4,249
Unrecognized net gain (3,899) (4,333)
-------- --------
Net plan liability $12,901 $12,693
======== ========
Assumptions used in developing the projected benefit obligation as of
December 31 were as follows:
1995 1994 1993
---- ---- ----
Discount rate 16% 14% 12%
Rate of increase in compensation 10% 10% 10%
The Company is also required, under Mexican Law, to pay a profit
sharing bonus to employees each year. This bonus is calculated as 10% of taxable
income adjusted for certain items, the most significant of which are the
inflation adjustments recorded for tax purposes and foreign currency exchange
gains or losses recognized on an accrual basis. This item which amounted to
$121,400 in 1995, $171,340 in 1994 and $183,310 in 1993 is included in general
and administrative expenses.
- 23 -
<PAGE>
10. INCOME TAXES
The classification of the provision for income taxes is as follows:
1995 1994 1993
---- ---- ----
Current $ -- $37,774 $410,036
Deferred - Tax depreciation in excess of
depreciation for financial reporting 130,044 962,628 7,779
-------- ---------- --------
Provision for income taxes $130,044 $1,000,402 $417,815
======== ========== ========
The difference between the statutory Mexican federal income tax rate of
34% on income before taxes and the Companies' reported provision for income
taxes, is summarized as follows:
1995 1994 1993
---- ---- ----
Tax expense at statutory rate $546,346 $987,041 $507,596
Non-deductible profit sharing expense 42,500 65,166 62,325
Net effects of inflation (458,802) (51,805) (152,106)
--------- ----------- ---------
Tax expense at actual rate $130,044 $1,000,402 $417,815
========= =========== =========
The deferred tax liability at December 31, 1995, 1994 and 1993 is the
result of the difference between the financial statement carrying value and the
tax basis of property and equipment.
11. COMMON STOCK
Common stock for Geoevaluaciones consists of 1,200,000 shares of N$1
par value variable capital stock. In 1993, the Company capitalized $229,582 of
earnings by issuing 229,582 shares of common stock.
The Companies are required under Mexican law, to establish a legal
reserve equal to 5% of each Company's earnings until such time as the reserve
equals 20% of the minimum capital of the Company.
- 24 -
<PAGE>
12. SUPPLEMENTARY CASH FLOW INFORMATION
The following supplementary cash flow transactions occurred in each
year.
1995 1994 1993
---- ---- ----
Interest paid $788,900 $449,950 $680,200
Income taxes paid 26,283 209,006 366,307
Equipment acquired under capital leases -- 556,985 118,176
Equipment acquisitions financed under
long-term finance plan -- 306,000 --
Stock issued through stock dividend -- -- 229,582
13. COMMITMENTS AND CONTINGENCIES
One of the Companies' suppliers is currently in dispute with the
Mexican government as to whether or not the supplier is subject to value added
taxes. The Companies have not paid value added taxes on invoices from the
supplier. In the event that the supplier is considered to be subject to value
added taxes in Mexico, the Companies would be required to pay the supplier value
added taxes on past invoices at rates of 10% or 15% depending on the date of the
invoice. These taxes would be recoverable by the Companies against value added
tax charged on invoices issued to its customers or by requesting a refund.
The Company has a dispute, and may be threatened by litigation, in
connection with certain agreements into by Geoevaluaciones with Capilano
International Inc., a Canadian company ("Capilano"). The dispute concerns a
certain Letter of Intent and a Technical Assistance Agreement, dated June 1,
1991 and June 3, 1992, respectively (the "Capilano Agreements"). Geoevaluaciones
maintains that it is not obligated to compensate Capilano for certain services
Geoevaluaciones believes were either inadequately provided or not provided at
all by Capilano. The parties also disagree upon how certain profits and losses
should be allocated under the Capilano Agreements. While the parties have had
discussions in the past to attempt to resolve the dispute, the most recent
discussions were in February 1995 and there have been no further developments
since that time. Under the agreement pursuant to which 3-D Geophysical, Inc.
("D-D") acquires Geoevaluaciones, a portion of the purchase price amounting to
$1,000,000 will be withheld and will be applied to amounts paid by the Company,
if any, in settlement or otherwise in connection with the dispute with Capilano.
14. Subsequent Events
On February 9, 1996, the stockholders of Geoevaluaciones (the
"Geoevaluaciones Stockholders") sold all of the issued and outstanding shares of
capital stock of GEO to 3-D. Pursuant to the Geoevaluaciones stock purchase
agreement, the aggregate consideration which was paid to the Geoevaluaciones
Stockholders by 3-D was: (i) $2.45 million paid in cash at closing; and (ii)
$1.0 million paid by delivery at closing of four promissory notes, payable in
installments at six, 12 and 24 months after the
- 25 -
closing in the following aggregate amounts (which amounts include interest at 8%
per annum): $290,000, $280,000 and $260,000, respectively. In connection with
this acquisition, each of the Geoevaluaciones Stockholders entered into a
separate non-competition agreement with 3-D pursuant to which 3-D paid to the
Geoevaluaciones Stockholders: (i) 100,000 shares of 3-D common stock, par value
$.01 ("the Common Stock") issued at closing to trusts with Mexican banks for the
benefit of Geoevaluaciones Stockholders and to be released two years after the
consummation of the Offering; and (ii) $2.0 million, reduced by the amount of
any liabilities Geoevaluaciones has not disclosed to 3-D and by any amount paid
by Geoevaluaciones to settle or otherwise in connection with Geoevaluaciones'
dispute with Capilano, such portion of the consideration consisting of (a) $1.0
million in cash deposited at the closing in a bank account, and which, subject
to any such reduction, may be disbursed only upon the approval of certain
individuals; and (b) 117,647 shares of Common Stock delivered at closing to
trusts with Mexican banks for the benefit of the Geoevaluaciones Stockholders,
and which may not be released until June 30, 1997 and then only upon the
approval of certain individuals. Pursuant to such stock purchase agreement, 3-D
agreed to assume up to an aggregate of $600,000 of the obligations under any
borrowings of Geoevaluaciones from a bank or other financial institution for
working capital purposes.
On February 6, 1996, the stockholders of PIASA, pursuant to a stock
purchase agreement dated November 7, 1995, sold all of the shares of capital
stock of PIASA to 3-D. The aggregate consideration paid by 3-D was approximately
$300,000 consisting of $60,000 in cash and approximately 28,235 shares of Common
Stock.
-26-
<PAGE>
SIGNATURES
Pursuant to the requirements of 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
3-D GEOPHYSICAL, INC.
Date: May 6, 1996 By: /s/Richard D. Davis
-------------------
Richard D. Davis,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/Richard D. Davis
- - ------------------------
Richard D. Davis President and Chief May 6, 1996
Executive Officer
(principal executive
officer), Director
/s/John D. White, Jr.
- - ------------------------ Treasurer and Chief May 6, 1996
John D. White, Jr. Financial Officer
(principal financial
and accounting officer),
Director
/s/Luis Ferran
- - ------------------------
Luis Ferran Director May 6, 1996
/s/Ralph M. Bahna
- - ------------------------
Ralph M. Bahna Director May 6, 1996
/s/Douglas W. Brandrup
- - ------------------------
Douglas W. Brandrup Director May 6, 1996
/s/P. Dennis O'Brien
- - ------------------------
P. Dennis O'Brien Director May 6, 1996
/s/Arthur D. Emil
- - ------------------------
Arthur D. Emil Director May 6, 1996
/s/Robert Pace Andrews
- - -----------------------
Robert Pace Andrews Director May 6, 1996
/s/Joel Friedman
- - -----------------------
Joel Friedman Director May 6, 1996
/s/Emir L Tavella
- - -----------------------
Emir L Tavella Director May 6, 1996
- 26 -
