DIGICON INC, 10-K405, 1995-10-25

DIGICON INC
10-K405, 1995-10-25
OIL & GAS FIELD EXPLORATION SERVICES

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

---------------------

FORM 10-K
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED JULY 31, 1995

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 1-7427

DIGICON INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C>
DELAWARE 76-0343152
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

3701 KIRBY DRIVE, SUITE #112
HOUSTON, TEXAS 77098
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (713) 526-5611

Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
<S> <C>
Common Stock, $.01 Par Value American Stock Exchange
Warrants to purchase Common Stock American Stock Exchange
</TABLE>

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 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 ___

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 voting stock held by
nonaffiliates of the registrant was $44,462,000 as of September 29, 1995.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15 (d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. YES X NO ___

The number of shares of the Company's common stock, $.01 par value,
outstanding at September 29, 1995 was 11,134,939.

The registrant's proxy statement to be filed in connection with the
registrant's 1995 Annual Meeting of Stockholders is incorporated by reference
into Part III of this report.

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<PAGE> 2

TABLE OF CONTENTS

FORM 10-K

PART I

<TABLE>
<CAPTION>
PAGE
ITEM NUMBER
------
<S> <C> <C>
1 Business
A. General..................................................................... 1
B. Geophysical Services........................................................ 1
C. Technological Innovation.................................................... 7
D. Competition and Other Business Conditions................................... 8
E. Backlog..................................................................... 9
F. Significant Customers....................................................... 9
G. Employees................................................................... 9
H. Financial Information About Foreign and Domestic Operations and Export
Sales........................................................................... 9
2 Properties...................................................................... 9
3 Legal Proceedings............................................................... 9
4 Submission of Matters to a Vote of Security Holders............................. 10

PART II
5 Market for Registrant's Common Equity and Related Stockholder Matters........... 10
6 Selected Consolidated Financial Data............................................ 11
7 Management's Discussion and Analysis of Financial Condition and Results of
Operations...................................................................... 12
8 Consolidated Financial Statements and Supplementary Data........................ 19
9 Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure...................................................................... 42

PART III
10 Directors and Executive Officers of the Registrant.............................. 42
11 Executive Compensation.......................................................... 42
12 Security Ownership of Certain Beneficial Owners and Management.................. 42
13 Certain Relationships and Related Transactions.................................. 42

PART IV
14 Exhibits, Financial Statement Schedules and Reports on Form 8-K................. 42
Signatures...................................................................... 47
</TABLE>
<PAGE> 3

PART I
ITEM 1. BUSINESS

A. GENERAL

Digicon Inc. ("Digicon" or the "Company") is an integrated geophysical
service company and a publicly-held entity (listed on the American Stock
Exchange) that owns, directly or indirectly, either wholly or partially, 19
subsidiaries. Digicon was initially incorporated under the laws of Delaware in
1969 as the successor to Digital Consultants, Inc., a Texas corporation formed
in 1965. In conjunction with the implementation of the Company's Second Amended
Joint Plan of Reorganization, on June 7, 1991, Digicon Inc. was merged into a
newly-formed, wholly-owned subsidiary corporation also incorporated under
Delaware law.

B. GEOPHYSICAL SERVICES

General

The Company provides seismic data acquisition and processing services in
selected markets worldwide to the petroleum industry. Oil and gas companies
utilize seismic data for the determination of suitable locations for drilling
exploratory wells and in the delineation and management of reservoirs to
maximize production of oil and gas reserves.

Industry Background

Geophysical services enable oil and gas companies to determine whether
subsurface conditions are likely to be favorable for finding new oil and gas
accumulations and assist oil and gas companies in determining the size and
structure of previously identified oil and gas fields. These services consist of
the acquisition and processing of three dimensional ("3D") and two dimensional
("2D") seismic and other geophysical data, which is used to produce
computer-generated graphic cross-sections and maps of the subsurface strata. The
resulting cross-sections and maps are then analyzed and interpreted by
geophysicists and are used by oil and gas companies in the acquisition of new
leases, the selection of drilling locations on exploratory prospects and in
reservoir development and management.

Geophysical data is acquired by marine crews and land and transition zone
crews. In data acquisition, a source of acoustical energy is employed at or
below the earth's surface and an acoustical wave is produced through the
discharge of compressed air, the detonation of small explosive charges, or other
energy generating techniques. As the acoustical wave travels through the earth,
portions are reflected by variations in the underlying rock layers, and the
reflected energy is captured by geophones situated at intervals along specified
paths from the point of acoustical impulse. The resulting signals are then
transmitted to a recording unit which amplifies the reflected energy wave and
converts it into digital data. This data is then input into a specialized data
processing system that enhances the recorded signal by reducing distortion and
improving resolution and arranges the input data to produce, with the aid of
plotting devices, an image of the subsurface strata. By interpreting seismic
data, oil and gas companies create detailed maps of prospective areas and
producing oil and gas reservoirs.

Technological advances in equipment and data processing applications have
substantially increased the applicability and usefulness of seismic data for the
development, production and management of oil and gas reservoirs. During the
past few years, these advances have led to greatly increased use of 3D seismic
studies in the early phase of field development. Prior to 1993, the Company
focused its seismic data acquisition efforts in the marine environment, where
the acquisition of 3D data has become the predominant practice. As a direct
result of 3D success in the marine environment, the industry has witnessed the
beginning of a much wider use of onshore 3D surveys. In response to this, the
Company has increased its focus on the land environment, particularly in North
and South America. Also, as part of this strategy and relating to a reduction in
available contract work offshore, the Company has reduced its marine fleet by
three vessels in the past two and one-half years.

1
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During the past three years, a majority of the Company's data acquisition
and processing activities was attributable to 3D surveys. Three dimensional
surveys generate extremely large data volumes and involve the acquisition of a
very dense grid of seismic data over a precisely defined area. This heavy
concentration of data requires extensive computer processing to produce an
accurate image of the subsurface. In acquiring marine 3D data, the Company often
utilizes multiple vessels operating in tandem to perform large complex surveys
more rapidly and to permit seismic data to be acquired in shallow water and in
areas where oil production platforms or other obstructions interfere with
seismic operations. Processing of 3D data is a complex operation involving the
use of sophisticated proprietary mathematical techniques to image the subsurface
layers. Although 3D surveys are acquired in a dense grid, computer analysis
allows the geophysicist to focus the data to closely examine and interpret
important subsurface features.

Services and Markets

The Company acquires seismic data in marine and onshore environments and
processes data acquired from its own crews as well as data acquired by other
geophysical crews. The Company's six marine crews operate on a worldwide basis.
As of October 20, 1995, the Company was operating three land and transition zone
crews in the U.S. and two land crews in Argentina. The Company also operates
eight seismic data processing facilities in major petroleum centers around the
world. In fiscal 1995, 54% of the Company's revenues were attributable to
international operations and export sales.

When performing geophysical services under contract to oil and gas
producers, the Company may be employed to acquire and process geophysical data
or to perform one or both of these services. Under any of these arrangements,
the Company's entire work-product belongs to the contracting party. The Company
also accumulates and processes geophysical data for its own account, preserving
its work-product in a data library for later sale to interested parties on a
non-exclusive basis.

The following tables set forth the Company's revenues by service group and
revenues, operating profit (loss), and identifiable assets for each geographical
segment as of and for the years ended July 31, 1995, 1994 and 1993.

REVENUES BY SERVICE GROUP(1)

<TABLE>
<CAPTION>
YEARS ENDED JULY 31,
------------------------------------
1995 1994 1993
-------- -------- --------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C>
Marine data acquisition.................................. $ 32,781 $ 36,871 $ 59,104
Land and transition zone data acquisition................ 43,108 38,454 17,801
Data processing.......................................... 36,104 30,017 35,773
Sale of proprietary seismic data......................... 20,351 11,710 3,522
Other.................................................... 225 926 1,509
-------- -------- --------
Total.......................................... $132,569 $117,978 $117,709
======== ======== ========
</TABLE>

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(1) Revenues from data acquisition and data processing services are recorded as
revenues based on contractual rates set forth in the related contract if the
contract provides a separate rate for each segment. If the contract only
provides a rate for the overall service, revenue is recognized based on the
percentage of the work effort completed compared with the total work effort
involved in the contract.

2
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REVENUES BY GEOGRAPHICAL SEGMENT

<TABLE>
<CAPTION>
YEARS ENDED JULY 31,
------------------------------------
1995 1994 1993
-------- -------- --------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C>
United States(1)......................................... $ 63,048 $ 54,467 $ 37,476
Europe and Middle East................................... 20,230 29,891 24,699
Africa................................................... -- -- 13,020
Far East................................................. 27,360 19,401 38,569
South America............................................ 21,931 14,219 3,945
-------- -------- --------
Total.......................................... $132,569 $117,978 $117,709
======== ======== ========
</TABLE>

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(1) Includes export sales of $2,228, $1,501 and $10,138 in fiscal 1995, 1994 and
1993, respectively.

OPERATING PROFIT (LOSS) BY GEOGRAPHICAL SEGMENT

<TABLE>
<CAPTION>
YEARS ENDED JULY 31,
--------------------------------
1995 1994(1) 1993
------- -------- -------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C>
United States................................................ $ 9,263 $ 7,187 $ (908)
Europe and Middle East....................................... 2,188 (3,120) 4,374
Africa....................................................... -- -- 2,392
Far East..................................................... (262) (11,325) (2,107)
South America................................................ (1,996) (799) 638
------- -------- -------
Total.............................................. $ 9,193 $ (8,057) $ 4,389
======= ======== =======
</TABLE>

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(1) Includes restructuring charges and write-off/reserve for impairment of
assets of $3,808 for United States, $1,258 for Europe and Middle East and
$3,317 for Far East. (See Part II. Item 7. "Management's Discussion and
Analysis of Financial Condition and Results of Operations")

IDENTIFIABLE ASSETS BY GEOGRAPHICAL SEGMENT

<TABLE>
<CAPTION>
AT JULY 31,
------------------------------------
1995 1994(1) 1993
-------- -------- --------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C>
United States............................................ $ 82,227 $ 60,649 $ 49,035
Europe and Middle East................................... 11,976 33,063 38,516
Africa................................................... -- -- 3,850
Far East................................................. 23,436 19,330 26,267
South America............................................ 16,998 9,758 7,723
-------- -------- --------
Total.......................................... $134,637 $122,800 $125,391
======== ======== ========
</TABLE>

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(1) Includes write-off/reserve for impairment of identifiable assets of $3,556
for United States, $94 for Europe and Middle East and $2,094 for Far East.

See Note 11 of Notes to the Consolidated Financial Statements for
additional segment information.

Geophysical services are marketed from the Company's Houston offices and
from its worldwide data processing centers by personnel whose duties also
typically include technical, supervisory or executive responsibilities.
Contracts are obtained either through competitive bidding in response to
invitations for bids, by direct negotiation with the prospective customer or
through the initiation by the Company of surveys for its library of data, which
surveys are then offered for sale to oil and gas companies on a non-exclusive
basis.

3
<PAGE> 6

Contracts for exclusive data acquisition involve payments on either a
"turnkey" or a "time" basis or on a combination of both methods. Under the
turnkey method, payments for data acquisition services are based upon the amount
of data collected, and the Company bears substantially all of the risk of
business interruption caused by inclement weather and other hazards. When
operating on a time basis, payments are based on agreed rates per unit of time,
which may be expressed in periods ranging from days to months, and most of the
risk of business interruption (except for interruptions caused by failure of the
Company's equipment) is borne by the customer. When a combination of both
turnkey and time methods is used, the risk of business interruptions is shared
in an agreed percentage by the Company and the customer. In each case, progress
payments are usually required unless it is expected that the job can be
accomplished in a brief period. In recent years, most of the Company's contracts
for data acquisition have been on a turnkey or on a combination of turnkey/time
basis. Except for services performed at contract data processing centers,
substantially all exclusive data processing work is done on a turnkey basis.

When acquiring data for its library, the Company bears substantially all of
the operating risk but then may license or sell the acquired and processed data
to multiple clients on terms agreed by the Company and such clients.

Data Acquisition Services

MARINE. Marine data acquisition services are carried out by the Company's
crews operating from vessels which have been modified or equipped to Company
specifications and outfitted with a full complement of seismic, navigational and
communications equipment.

The following table sets forth certain information concerning the
geophysical vessels operated by the Company. As of October 20, 1995, each of
these vessels was in operation:

<TABLE>
<CAPTION>
SEISMIC
YEAR LOCATION AT RECORDING
ENTERED OCTOBER 20, CAPACITY
SERVICE 1995 LENGTH BEAM (CHANNELS)
---- -------------- -------- ------- -------
<S> <C> <C> <C> <C> <C>
Acadian Commander................. 1981 Gulf of Mexico 217 feet 44 feet 240/3D
Acadian Searcher.................. 1983 Australia 217 feet 44 feet 240/3D
Ross Seal......................... 1987 Malaysia 176 feet 38 feet 240/3D
Seacor Surf....................... 1991 Gulf of Mexico 135 feet 35 feet 240/3D
Polar Search...................... 1992 North Sea 300 feet 51 feet 720/3D
Pearl Chouest..................... 1995 Gulf of Mexico 210 feet 40 feet 240/3D
</TABLE>

In addition to the above-listed Company-operated vessels, the Company is
currently providing operational and technical support to the M/V Professor
Polshkov, a vessel chartered by the Company to acquire data for a group of oil
and gas companies who have funded a portion of the cost of a survey in the North
Hebrides and Shetland Isles area. Data acquired by this vessel will be processed
in the Company's center in England and will be added to the Company's library of
proprietary data.

The Polar Search is chartered from a ship operator for an initial term
which expires on December 31, 1999. The vessel has recently been upgraded and is
equipped with the latest technology including the capability to simultaneously
record up to eight seismic lines utilizing any combination of up to four Syntrak
480 streamers and two energy sources, as well as the most advanced navigation
and positioning equipment obtainable.

The Company's vessels (other than the Polar Search) are operated under
charter arrangements expiring at various times through September 1996.
Historically, the Company has been able to extend its vessel charters on terms
and at rates closely approximating the expiring terms and rates. Decisions on
whether to extend any or all of the expiring vessel charters are pending and
will be made prior to each charter expiration date.

All of the vessels operated by the Company are equipped to perform both 3D
and 2D seismic surveys. During the last several years, a majority of the marine
seismic data acquisition services performed by the

4
<PAGE> 7

Company involved 3D surveys. The Company frequently upgrades seismic survey
equipment on its vessels to enhance performance quality and incorporate new
technology. Each vessel has an equipment complement consisting of seismic
recording instrumentation, 4,500 to 6,000 meters of digital seismic streamer
cable (21,000 meters on the Polar Search), cable location and seismic data
location (binning) systems, multiple state-of-the-art navigation systems,
(except in the case of the Seacor Surf) a source control system which controls
the synchronization of the energy source and a firing system which generates the
acoustical impulses. The streamer cable contains hydrophones (marine geophones)
that receive the acoustical impulses reflected by variations in the subsurface
strata. Data acquired by each channel in the digital cable is partially
processed before it is transmitted to recording instruments for storage on
magnetic media, thus reducing subsequent processing time. In August 1994, the
Company signed a series of agreements with Syntron, Inc. ("Syntron"), pursuant
to which the Company expects to upgrade the recording systems on each of its
vessels to the Syntrak 480 marine digital telemetry system. As noted above, the
Polar Search upgrade has been completed. See Section C. Technological Innovation
and Part II. Item 7. "Management's Discussion and Analysis of Financial
Condition and Results of Operations".

Each marine seismic crew consists of approximately 20 persons, excluding
the ship's captain and ship personnel. Seismic personnel live aboard ship during
their tours of duty, which are staggered to permit continuous operations. During
seismic operations, Company personnel direct the positioning of the vessel using
sophisticated navigational equipment, deploy and retrieve the seismic streamer
cable and energy-source array, and operate all other systems relating to data
collection activities. Company personnel do not, however, have ultimate
responsibility for the vessel, which is operated by the captain and personnel
who are employees of the vessel owner.

LAND AND TRANSITION ZONE. The Company's land and transition zone data
acquisition services are conducted by five seismic crews, three of which operate
in the continental United States and two of which are dedicated to South
American markets and currently operate in Argentina. Two of the Company's
domestic crews were acquired in October 1992 as a result of the purchase of GFS
Company, which had extensive 3D experience in the transition zone environment.

Each of the Company's crews consists of a surveying unit which maps the
lines to be recorded and marks the site for shot-hole placement or equipment
location, an explosives or mechanical vibrating unit and a recording unit that
lays out the geophones and recording instruments, directs shooting operations
and records the acoustical signal reflected from subsurface strata. On the
typical land seismic survey, the seismic crew is supported by several drill
crews, which are furnished by third parties under short-term contracts. Drill
crews operate in advance of the seismic crew and bore shallow holes for
explosive charges which, when detonated by the seismic crew, produce the
necessary acoustical impulse. In locations where the use of explosives is
precluded due to population density, technical requirements or ecological
factors, a mechanical vibrating unit or compressed air is substituted for
explosives as the acoustical source.

The Company's land and transition zone crews are equipped to perform both
2D and 3D surveys, utilizing seismic recording instruments, geophones and a
variety of other seismic equipment, tools and stores. Each crew is capable of
recording seismic data utilizing any energy source. Company vehicles assigned to
each crew consist of a recording truck, two or more cable and geophone trucks,
an explosives unit or vibrator trucks and several personnel vehicles with
off-road capability. A summary of the Company's land and transition zone seismic
recording equipment as of October 20, 1995, is shown below:

<TABLE>
<CAPTION>
NO. OF
CREW NO. LOCATION EQUIPMENT TYPE CHANNELS
----------------------- ------------- ----------------------------------- -------
<S> <C> <C> <C>
301.................... United States Input/Output System Two(TM) 1,800
303.................... United States Fiber Optic/Seismic Group Recorder 480/600
325.................... United States Seismic Group Recorder 2,200
309.................... Argentina Input/Output System Two(TM) 1,344
312.................... Argentina Input/Output System Two(TM) 600
</TABLE>

5
<PAGE> 8

Data Processing

The Company currently operates eight geophysical data processing centers,
including two under contract to major oil and gas companies. At each of the
centers, data received from the field, both from Company and other geophysical
crews, is processed to produce an image of the earth's subsurface using
proprietary computer software and techniques developed by the Company. The
Company also reprocesses older seismic data using new techniques designed to
enhance the quality of the data. A majority of the Company's data processing
services are performed on 3D seismic data.

The Company's centers operate high capacity, advanced technology data
processing systems based on Convex supercomputers and Hewlett Packard ("HP")
workstation clusters with high speed networks. Recent installations in Houston,
London and Singapore of HP's new K class servers (KittyHawk) have been carried
out to take advantage of the price performance improvements of the new PA7200
RISC chip in an SMP platform.

The last year has seen the deployment of seismicTANGO processing systems to
five of the Company's data acquisition crews. By the end of 1996, six such
systems will be operational, three on marine vessels and three on land
acquisition crews (two in North America and one in South America). These systems
run seismicTANGO software identical to that utilized in the Company's data
processing centers, allowing for ease in the movement of data between the field
and data processing centers.

The development of seismicTANGO, the Company's proprietary software system,
has continued into its seventh year. The recent release of seismicTANGO for 3D
land applications has made the deployment of data processing systems onto land
acquisition crews feasible. Current development is aimed at providing solutions
to high end imaging problems relating to the increasing geologic complexity of
the exploration plays followed by the oil industry today, particularly the
subsalt plays in the Gulf of Mexico.

A summary of the Company's processing centers is as follows:

<TABLE>
<CAPTION>
YEAR YEAR
OPENED OPENED
------- -------
<S> <C> <C> <C>
Digicon Centers: Contract Centers:(2)
Houston, Texas.................. 1966 Assen, Holland......... 1982
Singapore....................... 1970 Miri, Malaysia......... 1986
London, England................. 1973
Brisbane, Australia............. 1982
Jakarta, Indonesia(1)........... 1984
Kuala Lumpur, Malaysia.......... 1991
</TABLE>

- ---------------

(1) Operated by an 80%-owned subsidiary. The minority owner has an option to
reduce the Company's ownership to 41%. The Company plans to close the center
in fiscal 1996.

(2) Operated under contract for certain customers. The contracts expire in
February and December 1996, respectively, unless further extended. The
Company intends to extend these agreements, but there is no assurance that
such extensions will be obtained.

Proprietary Seismic Data

In its data acquisition and processing efforts, the Company often acquires
and processes data for multiple customers who contribute to the cost of a
survey. Once acquired and processed, such surveys are then offered for sale to
other clients, generally on an unlimited basis. Factors considered in
determining whether to undertake such surveys include the availability of
initial participants to underwrite a significant portion of the costs, the
location to be surveyed, the probability and timing of future lease, concession
and development activity in the area, and the availability, quality and price of
competing data.

During the past three years, the Company has increased its emphasis on its
proprietary data activities. In 1995, 79,000 line miles of new seismic data were
added to its library and the book value of the library increased by $8.8 million
to an aggregate of $28.4 million. Sales of data from the Company's library
totaled

6
<PAGE> 9

$20.4 million in fiscal 1995, an increase of 74% from the prior year. The
Company expects to continue its emphasis on the sale of proprietary seismic data
and in 1996 expects to selectively add additional Gulf of Mexico and North Sea
data to its library.

C. TECHNOLOGICAL INNOVATION

The geophysical industry is highly technical, and the requirements for the
acquisition and processing of seismic data have evolved continuously during the
past 50 years. Accordingly, it is of significance to the Company that its
technological capabilities remain comparable to those of its competitors,
whether through continuing research and development, strategic alliances with
equipment manufacturers or by acquiring technology under license from others.
The Company has introduced several technological innovations in its geophysical
service business, which have become industry standard practice in both
acquisition and processing. In August 1994, the Company sold certain inventory,
data acquisition equipment and technology and transferred its marine and land
engineering and manufacturing department personnel to Syntron. Syntron is a
leading manufacturer of state-of-the-art digital data acquisition systems which
have gained wide acceptance in the industry. The Company has upgraded one vessel
and plans to upgrade each of its other vessels to Syntron equipment pursuant to
agreements that continue for approximately two more years. Until such time as
currently operated data acquisition equipment is replaced, the Company will
continue to have access to the equipment and technology sold to Syntron. See
Part II. Item 7. "Management's Discussion and Analysis of Financial Condition
and Results of Operations."

Currently, the Company employs 38 persons in its research and development
activities, substantially all of whom are scientists, engineers or programmers.
During fiscal year 1995, 1994 and 1993, research and development expenditures
were $2.9 million, $4.9 million and $4.2 million, respectively. The reduced
level of expenditures in 1995 reflects the above described transfer of the
Company's marine and land engineering department to Syntron in August 1994.

The Company only periodically applies for patents on internally developed
technology. This policy is based upon the belief that most proprietary
technology, even where regarded as patentable, can be more effectively protected
by maintaining confidentiality than through disclosure and a patent enforcement
program.

Certain of the equipment, processes and techniques used by the Company are
subject to the patent rights of others, and the Company holds non-exclusive
licenses with respect to a number of such patents. While the Company regards as
beneficial its access to others' technology through licensing, the Company
believes that substantially all presently licensed technology could be replaced
without significant disruption to the business should the need arise.

The Company's continual upgrading of technology, together with the purchase
of new equipment during the previous three years, has required a major
commitment to capital spending. The amount of future capital expenditures will
depend on the availability of funding and market requirements as dictated by oil
and gas company activity levels.

7
<PAGE> 10

The following table sets forth, for the three years ended July 31, 1995,
the Company's capital expenditures for each of its significant operations.

<TABLE>
<CAPTION>
YEARS ENDED JULY 31,
---------------------------------
1995 1994 1993
------- ------- -------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C>
Marine seismic crews...................................... $ 8,296 $ 3,370 $25,177(1)
Land and transition zone seismic crews.................... 5,791 5,066 8,670
Data processing centers................................... 3,438 1,931 6,257
Other..................................................... 717 324 322
------- ------- -------
Total........................................... $18,242 $10,691 $40,426
======= ======= =======
</TABLE>

- ---------------

(1) Includes $7,800 of assets purchased in exchange for deferred credits on
future seismic services. See Note 10 to Consolidated Financial Statements.

D. COMPETITION AND OTHER BUSINESS CONDITIONS

Competition

The acquisition and processing of seismic data for the oil and gas
exploration industry has historically been highly competitive worldwide.
However, as a result of changing technology and increased capital requirements,
the seismic industry has consolidated substantially since the late 1980's. The
consolidation has reduced the number of competitors, and the largest competitors
remaining in the market are Western Geophysical (a division of Western Atlas
Inc.), Geco-Prakla (a division of Schlumberger), Compagnie Generale Geophysique
and Petroleum Geo-Services A/S. Although reliable comparative figures are not
available in all cases, the Company believes that its largest competitors have
more extensive and diversified operations and also that all have financial and
operating resources in excess of those available to the Company. Competition for
available seismic surveys is based on several competitive factors, including
price, performance, dependability and crew availability.

Operating Conditions

The Company's data acquisition activities often are conducted under extreme
weather and other hazardous conditions. Accordingly, these operations are
subject to risks of injury to personnel and loss of equipment. The Company
carries insurance against the destruction of, or damage to, its chartered
vessels and its geophysical equipment in amounts that it considers adequate. The
Company may not, however, be able to obtain insurance against certain risks or
for equipment located from time to time in certain areas of the world. The
Company obtains insurance against war, expropriation, confiscation and
nationalization when such insurance is available and when management considers
it advisable to do so. Such coverage is not always available and, when
available, is subject to unilateral cancellation by the insuring companies on
short notice. The Company also carries insurance against pollution hazards and
injury to persons and property that may result from its operations and considers
the amounts of such insurance to be adequate.

Fixed costs, including costs associated with vessel charters and operating
leases, labor costs, depreciation and interest expense, account for more than
one-half of the Company's costs and expenses. As a result, downtime or low
productivity resulting from reduced demand, equipment failures, weather
interruptions or otherwise, can result in significant operating losses.

Geophysical operations have historically been subject to seasonal
fluctuation, with the greatest volume of both data acquisition and data
processing occurring during the summer and fall in the Northern Hemisphere.
However, as a result of the expansion of the Company's foreign operations, the
deployment of its seismic vessels and crews into regions having opposing seasons
or less severe weather conditions and the increased level of sales from its data
library, the Company believes that the impact of seasonal fluctuations has been
reduced.

8
<PAGE> 11

E. BACKLOG

At July 31, 1995, the Company's backlog of commitments for services was
$86.6 million, compared with $84.5 million at July 31, 1994. Such backlog
consisted of written orders or commitments believed to be firm. Contracts for
services are occasionally varied or modified by mutual consent and in certain
instances are cancellable by the customer on short notice without penalty;
consequently, the Company's backlog as of any particular date may not be
indicative of the Company's actual operating results for any succeeding fiscal
period. It is anticipated that approximately 96% of the orders and commitments
included in backlog at July 31, 1995, will be completed prior to the end of
fiscal 1996.

F. SIGNIFICANT CUSTOMERS

Historically, the Company's principal customers have been international oil
and gas companies, foreign national oil companies and independent oil and gas
companies. In fiscal 1995, no single customer accounted for 10% or more of total
revenues. In fiscal 1994 and 1993, Mobil Oil Corporation and its subsidiaries
and affiliates accounted for 10% and 16% respectively, of the Company's
revenues. In fiscal 1993, Royal Dutch Shell and its subsidiaries and affiliates
accounted for 11% of the Company's revenues. Due to the contractual nature of
the Company's operations, it is anticipated that significant portions of future
consolidated revenues may continue to be attributable to a few customers,
although it is likely that the identity of such customers may change from period
to period.

G. EMPLOYEES

At July 31, 1995, the Company employed 1,369 full-time personnel. The
Company has no collective bargaining agreements with its United States
employees. However, the Company's employees in its data processing center in
Singapore have been organized by the Singapore Industrial and Services
Employees' Union. Overall, the Company considers the relations with its
employees to be good.

H. FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES

See Item 1.B. "Geophysical Services -- Services and Markets" and Note 11 of
Notes to the Consolidated Financial Statements for information regarding the
Company's operations by geographic area.

ITEM 2. PROPERTIES

The Company's headquarters in Houston are located in a 12-story office
building and occupy some 104,000 square feet of leased premises. Approximately
38% of this space is devoted to data processing operations, and the balance
houses executive, accounting, research and development and geophysical operating
personnel. At July 31, 1995, the Company leased additional space aggregating
approximately 182,000 square feet which is used primarily for geophysical data
processing operations near London and in Singapore, Kuala Lumpur, Brisbane,
Perth, Jakarta and Buenos Aires. These facilities are conventional office space,
except for any modifications in wiring, air conditioning and lighting necessary
to accommodate computer equipment. The Company owns property in Jackson,
Mississippi, comprising 37,551 square feet of office and workshop facilities.

Leases covering the Company's facilities expire at varying times from 1995
through 2013; and rentals under such leases aggregated approximately $4,632,000
during the year ended July 31, 1995.

ITEM 3. LEGAL PROCEEDINGS

As of September 30, 1995, the Company was not a party to, nor was its
property the subject of, any material pending legal proceedings, as defined by
relevant rules and regulations of the Securities and Exchange Commission.

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<PAGE> 12

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year ended July 31, 1995.

PART II

ITEM 5.MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Digicon's Common Stock is listed on the American Stock Exchange (symbol
DGC), where it began trading on July 5, 1991. The Company's Common Stock
purchase warrants (the "Warrants") also began trading on the American Stock
Exchange on the same date. On January 17, 1995, the Company consummated a one
for three reverse stock split. See Note 19 to the Notes to Consolidated
Financial Statements. The reported high and low sales prices of the Company's
Common Stock on the American Stock Exchange for the past two fiscal years as
adjusted for the reverse stock split are as follows:

<TABLE>
<CAPTION>
PERIOD HIGH LOW
------ --- ---
<S> <C> <C>
1994
1st Quarter................................................ $ 9 3/8 $ 6 3/4
2nd Quarter................................................ 8 7/16 6
3rd Quarter................................................ 9 3/8 5 5/8
4th Quarter................................................ 6 3
1995
1st Quarter................................................ $ 6 $ 3 3/8
2nd Quarter................................................ 5 13/16 3 3/8
3rd Quarter................................................ 5 1/8 3 1/8
4th Quarter................................................ 6 4 1/4
</TABLE>

On September 29, 1995, the last reported sale price of the Common Stock on
the American Stock Exchange was $5.50 per share. On September 29, 1995, the
approximate number of holders of Common Stock was 321.

The reported high and low sales prices of the Warrants on the American
Stock Exchange for the past two fiscal years as adjusted for the reverse stock
split are as follows:

<TABLE>
<CAPTION>
PERIOD HIGH LOW
------ --- ---
<S> <C> <C>
1994
1st Quarter................................................ $ 3 $ 2 7/16
2nd Quarter................................................ 2 5/8 3/8
3rd Quarter................................................ 2 1/4 3/8
4th Quarter................................................ 1 1/8 9/16
1995
1st Quarter................................................ $ 3/4 $ 9/16
2nd Quarter................................................ 3/4 3/16
3rd Quarter................................................ 3/8 1/8
4th Quarter................................................ 5/8 1/8
</TABLE>

On September 29, 1995, the last reported sale price of the Warrants on the
American Stock Exchange was $.375 and there were approximately 404 holders of
the Warrants.

Historically, the Company has not paid any dividends on its Common Stock
and has no present plans to pay such dividends. The payment of any future
dividends on Common Stock would depend, among other things, upon the current and
retained earnings and financial condition of the Company. In addition, the
Company's Revolving Credit Agreement due April 1997, prohibits payment of
dividends.

10
<PAGE> 13

ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

The following table sets forth selected consolidated financial data with
respect to the Company and should be read in conjunction with the Consolidated
Financial Statements.

<TABLE>
<CAPTION>
YEARS ENDED JULY 31,
---------------------------------------------------------
1995 1994 1993 1992 1991
-------- -------- -------- -------- -------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C> <C>
Operating Data:
Revenues................................ $132,569 $117,978 $117,709 $111,428 || $94,217
Costs and Expenses: ||
Operating expenses: ||
Cost of services................... 105,912 101,310 101,866 93,546 || 81,959
Restructuring...................... 800 1,363 ||
Write-off/reserve for impairment of ||
assets............................. 6,523 ||
Depreciation and amortization........ 13,763 13,758 9,620 6,451 || 5,706
Selling, general and ||
administrative..................... 4,428 5,101 4,417 4,183 || 3,080
Interest............................. 5,142 3,085 1,217 1,839 || 3,571
Equity in (earnings) loss of 50% or ||
less-owned companies and joint ||
ventures........................... 1,485 445 54 (121) || (115)
Reorganization costs................. || 4,348
Gain on sale of investment in FSU ||
joint ventures..................... (4,370) ||
Other................................ 598 (702) 184 (320) || (407)
-------- -------- -------- -------- || -------
Total........................... 127,758 130,883 117,358 105,578 || 98,142
-------- -------- -------- -------- || -------
Income (loss) before provision for ||
income taxes and extraordinary ||
items................................ 4,811 (12,905) 351 5,850 || (3,925)
Provision for income taxes.............. 2,033 1,521 1,609 1,296 || 2,125
-------- -------- -------- -------- || -------
Income (loss) before extraordinary ||
items................................ 2,778 (14,426) (1,258) 4,554 || (6,050)
Extraordinary items: ||
Utilization of net operating loss ||
carryforwards...................... || 1,153
Gain on extinguishment of debt....... || 25,208
-------- -------- -------- -------- || -------
Net income (loss)....................... $ 2,778 $(14,426) $ (1,258) $ 4,554 || $20,311
======== ======== ======== ======== || =======
Earnings (loss) per share................. $ .25 $ (1.48)* $ (.15)* $ .74* || $ .23*
======== ======== ======== ======== || =======
Cash dividends -- common stock............ None None None None || None
======== ======== ======== ======== || =======
Balance Sheet Data: ||
Working capital......................... $ 7,330 $ 6,152 $ 16,752 $ 19,342 || $ 6,217
Total assets............................ 135,070 131,856 126,000 84,487 || 60,619
Long-term debt.......................... 25,243 23,922 17,444 8,813 || 19,076
Deferred credits........................ 3,675 5,538 6,968 ||
Stockholders' equity.................... 58,882 58,550 65,717 44,739 || 9,652
</TABLE>

- ---------------

* As adjusted for a one for three reverse stock split consummated on January 17,
1995.

11
<PAGE> 14

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

OVERVIEW

The seismic industry and its role in petroleum exploration, development and
production has changed substantially during recent years. Wider applications of
seismic technology have strongly shifted the emphasis to three dimensional
("3D") surveys, and the greater precision and improved subsurface resolution
obtainable from 3D seismic data have enabled oil and gas companies to utilize
these surveys to find new fields and to delineate more accurately existing
fields and to augment their reservoir management and production monitoring
techniques. It has been demonstrated that the enhanced subsurface resolution
obtainable from 3D studies has been a key factor in improving success ratios and
lowering finding and field extension costs for the oil industry during the past
several years.

The period has seen several trends develop which have changed the look of
the industry. The proven success of 3D seismic offshore has led to a significant
increase in demand for 3D onshore and in transition zone areas. Exploration
activity by the major oil and gas companies, independents and data brokers has
increased, a trend brought about at least in part by the lower finding costs
which have resulted from the availability of 3D seismic onshore. The Company
began to increase its onshore focus in fiscal 1993 by acquiring GFS Company, a
major player in Gulf Coast transition zone areas. Subsequently, the Company
added to its onshore presence by adding three crews utilizing advanced
technology, high capacity I/O System Two equipment. One of the new crews is
working in the southern U.S. highland areas and two crews have been dedicated to
the expanding South American marketplace and are currently working under
contracts in Argentina. During fiscal 1996, the Company expects to upgrade and
expand its Gulf Coast transition zone capabilities.

A second trend has been an increase in high capacity multi-element vessels
tailored for unobstructed blue water areas. Vessels equipped with multiple
streamers and multiple sources acquire more lines of data with each pass,
reducing the effective acquisition cost to the customer. To meet demand for this
type of vessel, the Company has upgraded the Polar Search with the latest
technology Syntron recording system. Configured with up to four streamers and
two energy sources, the vessel can simultaneously record up to eight seismic
lines, comparable to the majority of its competitors' vessels. The Company has
also developed its multiBOAT technology as a cost effective alternative to the
large multi-element vessels to simultaneously acquire multiple lines of data.
The multiBOAT technology utilizes up to three smaller vessels working together
to acquire multiple lines of data. This technology is particularly effective in
obstructed areas which place a premium on maneuverability and versatility. The
Company currently operates a total of six vessels: three vessels working in
multiBOAT mode in the Gulf of Mexico, the Polar Search in the North Sea and two
2D vessels in the recently strengthened Far East market.

A third trend is the proliferation of multi-client surveys both offshore
and onshore, brought about primarily by modifications in oil and gas company
spending strategy. In response to this demand, the Company began to selectively
add data to its library, primarily in the Gulf of Mexico and the North Sea.
Recent surveys have had significant initial funding by clients which has reduced
the Company's "up front" cash requirement for these surveys. In the past three
years, 170,000 line miles of data have been added to the Company's library at a
cost of $43.7 million. Sales of library data increased from $11.7 million in
1994 to $20.4 million in 1995 and are expected to provide above average returns
for several years in the future.

During 1996, the Company expects to spend approximately $18.0 million for
capital expenditures and approximately $2.7 million for research and development
activities. The majority of capital spending in 1996 will be to upgrade and
expand the Company's land and marine data acquisition capabilities. Assuming
customer demand remains strong and financing for a significant portion of the
equipment cost is available, the Company expects to upgrade two existing
swamp/marsh/transition zone crews dedicated to the U.S. Gulf Coast marketplace
with advanced technology high channel 3D equipment and to further upgrade the
two existing crews operating in Argentina. The remainder of the capital
expenditures during 1996 will be to complete the relocation of the Company's
data processing center in England, for various vessel upgrades and additional
data processing equipment. In fiscal 1996, the Company also expects to invest
approximately $8.0 million, net of third party funding, in its data library.

12
<PAGE> 15

In conjunction with certain changes in senior management during 1994, the
Company initiated a comprehensive program designed to restructure each of the
Company's geographic and operational lines of business with the objective of
restoring profitability to its operations. These actions included personnel
reductions, office consolidations, vessel deactivations and redeployments and
the movement to outsource certain costly manufacturing and research and
development activities historically performed "in-house". The implementation of
this program has resulted in significant cost savings which are expected to
continue in fiscal 1996.

As part of the restructuring program, on August 31, 1994, the Company sold
its cable and canister manufacturing and repair facility and certain of its
marine and land data acquisition equipment, related data acquisition technology
and associated inventory to Syntron. In connection with the transaction, the
Company's marine and land engineering groups, totaling 37 people, were
transferred to Syntron. The total sales price was $7.5 million, of which $3.0
million was received in cash at closing, with the remainder payable in credits
to be applied against future purchases of advanced technology digital recording
equipment manufactured by Syntron. Depending on market conditions during the
next 24 months, the Company expects to upgrade its vessels to Syntron equipment
valued, in total, at approximately $14.2 million. Syntron has agreed to finance
a significant portion of the purchase price of this equipment. Approximately
$7.1 million of Syntron equipment was purchased in 1995 in conjunction with the
upgrade of the Polar Search. Prior to upgrading its vessels with Syntron
equipment, the Company is leasing from Syntron certain equipment currently in
use which was sold pursuant to this transaction, at rates approximating the
depreciation charges previously being recognized on such equipment. See Note 18
to the Consolidated Financial Statements.

Resulting from the assessment of the profit potential of each of the
Company's business segments conducted in conjunction with the restructuring
program, on June 6, 1995, the Company sold its interests in several joint
venture companies which had been formed to pursue geophysical service contracts
in the former Soviet Union ("FSU"). The Company believes that attractive
opportunities will eventually be developed in the FSU. However, the political
and economic risk associated with operations in the FSU, coupled with the
significant investment required to establish and maintain operations there, are
not justified by the near-term profit potential of that marketplace. In return
for its joint venture interests, the Company received $6.0 million of cash and
the return of the 1,708,497 shares of Digicon common stock issued in acquiring
such interests. In addition, the Company received a note in the amount of
approximately $3.0 million which represented payments for equipment sold and a
return of amounts previously advanced to the joint venture companies. The note
was paid in full on July 31, 1995. The Company also is entitled to a royalty of
up to $1.5 million based upon future sales of speculative data currently being
acquired in the Caspian Sea.

The Company subsequently sold all of the common stock received in the FSU
transaction to institutional investors for proceeds of approximately $8.0
million, of which $3,984,000 was received in the fourth quarter of fiscal 1995
and the remainder was received in the first quarter of fiscal 1996. See
Financial Condition, Liquidity and Capital Resources.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

During fiscal 1995, the Company's stockholders' equity increased slightly
to $58,882,000. As a result of the sale of the Company's interests in the FSU,
tangible net worth (stockholders' equity less goodwill and intangible assets)
increased to $55,805,000, compared with $48,971,000 at the end of the previous
year. Primarily relating to vendor-supplied equipment financing, total debt
increased during the year to $36.1 million from $30.1 million at July 31, 1994.
In the first quarter of fiscal 1996, the Company raised approximately $4.0
million of cash through the sale of common stock and used the proceeds to reduce
outstanding indebtedness.

For financial reporting purposes, the Company has previously accrued income
taxes in respect of its marine data collection operations in Mexico during
fiscal 1992 and 1993 based on the amount of income taxes withheld by its client,
the state owned oil company. The Company believes that the income taxes withheld
(which total approximately $2.6 million) far exceed the taxes, if any, which are
due by the Company in respect of its operations in Mexico. On August 21, 1992,
the Company filed suit to recover all income taxes

13
<PAGE> 16

withheld, and on June 3, 1993, the Company was notified that the tax court in
Mexico had issued a ruling which appears to support the claim for recovery. Both
the Mexican tax authorities and the Company sought clarification of the ruling
from the appellate court in Mexico, and based on the appellate court's ruling in
November 1993, it appears that the Company's position has again been supported.
The Mexican tax authorities then raised additional objections which resulted in
the Company filing another suit in the tax court in Mexico in April 1995. As of
October 20, 1995 the Company has not received a ruling regarding this suit.
Although the court rulings have been favorable, there is no assurance that the
Company will recover any significant portion of the withheld taxes or, if such
recovery is made, as to the timing of receipt. The Company intends to continue
to seek recovery of the withheld taxes but does not presently intend to reflect
any anticipated refunds thereof as a reduction in income taxes until such time,
if ever, that the excess amounts withheld are received.

The Company requires significant amounts of working capital to support its
operations and its capital expenditure and research and development programs.
The Company's foreign operations, which accounted for 54% of fiscal 1995
revenues, require greater amounts of working capital than similar domestic
activities, as the average collection period for foreign receivables is
generally longer than for comparable domestic accounts. In addition, the Company
has increased its participation in non-exclusive data surveys and has
significantly expanded its library of proprietary data. In the past three years,
the Company has added approximately 170,000 line miles to its library at a cost
of $43.7 million. Because of the lead time between survey execution and sale,
non-exclusive surveys generally require greater amounts of working capital than
contract work. Depending on the timing of future sales of the data and the
collection of the proceeds from such sales, the Company's liquidity will
continue to be affected; however, the Company believes that these non-exclusive
surveys have good long-term sales, earnings and cash flow potential. In fiscal
1995, data library sales totaled $20.4 million.

During the past three years, the Company has updated and increased its data
processing capabilities, invested significant capital to outfit a new seismic
vessel and has, more recently, allocated significant resources to its land and
transition zone activities. During this period, the Company committed a total of
$69.0 million for new capital equipment and invested approximately $12.0 million
in its research and development efforts. The Company's anticipated capital
expenditures for fiscal 1996 of approximately $18.0 million provide primarily
for the further upgrade and expansion of its land acquisition business (see
Overview).

The Company's internal sources of liquidity are cash balances ($4.2 million
at July 31, 1995) and cash flow from operations. External sources include the
sale of common stock, the unutilized portion of its working capital facility
described below (approximately $4.6 million on October 16, 1995), vendor
financing and trade credit. To provide additional working capital, in April
1994, the Company obtained a three-year, $15.0 million revolving credit facility
from a commercial finance company. The facility was subsequently increased to
$17.0 million in 1995 and provides for borrowings of up to 80% of the majority
of the Company's domestic and foreign receivables at an interest rate of 3% over
the prime rate, secured by most of the Company's world-wide assets.

In connection with the sale of the Company's joint venture interests in the
FSU discussed previously, 1,708,497 shares of common stock were returned to the
Company. Subsequently, in June 1995, 850,000 of these shares and in September
1995, the remaining 858,497 shares, were sold to institutional investors at a
price of $4.6875 per share. Net proceeds of these sales, totaling $8.0 million,
were utilized to increase the Company's liquidity and to reduce outstanding
indebtedness.

The Company believes that as a result of the cash generating and
expenditure reducing transactions concluded in the past 18 months, including the
sales of common stock, the disposition of the Company's investment in the FSU
joint ventures, the restructuring and expense reduction program, the expanded
revolving credit agreement, the sale of assets and transfer of certain research
functions to Syntron, and other asset dispositions, it has strengthened its
working capital position. Absent a substantial deterioration in the Company's
markets, the Company believes that it possesses sufficient liquidity to continue
operations on a satisfactory basis. However, if additional working capital were
to become necessary as a result of deterioration

14
<PAGE> 17

in demand for or pricing of the Company's services, and if additional financing
were not available, the Company's operating results and financial condition
could be adversely affected.

RESULTS OF OPERATIONS

FISCAL YEAR 1995 COMPARED WITH FISCAL YEAR 1994

Resulting primarily from increased sales from the Company's library of
proprietary data, stronger marine markets in the Far East, increased revenues
from data processing operations, and a reduction in operating and administrative
expenses, the Company's earnings improved during fiscal 1995 compared with the
prior year. Net income was $2,778,000 or $.25 per share in the current year as
compared to a net loss of $14,426,000 or $1.48 per share (as adjusted for the
one for three reverse stock split on January 17, 1995) in the prior year.

As previously discussed, the Company has allocated significant resources
over the past three years to the collection of proprietary data. Revenues of
$20,351,000 from the sale of non-exclusive surveys increased by 74% during the
current year and accounted for 15% of total revenues. The Company expects sales
of proprietary data to continue to contribute significantly to revenues during
fiscal 1996 as additional surveys are completed and available for sale.

Data processing revenues increased $6,087,000 or 20% during the year. The
increase was mainly attributable to the installation of additional capacity
provided by advanced technology workstations in the Company's Houston and
Singapore centers. In addition, the Company was awarded a new processing
contract at its Assen, Holland center in the second quarter of 1995. Resulting
from the additional capacity as well as revenues generated by recently
introduced land 3D processing software, the Company expects revenues to continue
to improve. The improved performance of these centers was partially offset by
continued losses in the Company's processing center in Jakarta. The center is
expected to be closed during 1996.

Land revenues for the current year increased approximately $4,654,000 or
12%. The increase was mainly attributable to the addition of a new I/O System
Two crew in Argentina and increased production by the second Argentina crew. The
crew, which operated in Bolivia in the prior year, assisted in Argentina during
the third quarter on a large 3D job and returned to Bolivia during the fourth
quarter to complete a 2D contract. This crew is not expected to operate during
fiscal 1996. Revenues from the North American land crews decreased due to the
consolidation of two domestic crews and weather and other work delays during the
second quarter. During the fourth quarter, revenues from North American
operations showed improvement as the demand for transition zone work has
increased. Land acquisition revenues in the Far East declined as a result of the
decommissioning of an Australian crew.

Marine revenues from contract work decreased overall by approximately
$4,090,000 or 11% during the current year. The Company derigged two of its
seismic vessels in September 1993 and April 1994, respectively, which
contributed to lower current year revenues. In addition, during the first
quarter of 1995, the Company mobilized a vessel, which operated on contract work
in the North Sea in the prior year, to the Gulf of Mexico to assist in
collecting non-exclusive surveys in the area. The Company also experienced lower
production in the third quarter due to undershooting obstructions and bad
weather. In March 1995, the Company mobilized one of the vessels from the Gulf
of Mexico to the Far East where it began work on a series of contracts beginning
in the fourth quarter. The Company now operates two vessels in the Far East
where improved market conditions for 2D surveys have continued. Far East marine
revenues increased by $4,554,000 during the current year.

Cost of services for 1995 increased $4,602,000 or 5% from the prior year
primarily due to increased revenues; however, profit margins improved
substantially. Current year operating expenses include $2,240,000 of
non-recurring charges associated with the accrual of costs for an employment
contract and the write-down of proprietary data. Prior year expenses include
$1,230,000 of non-recurring charges associated with certain contract
liabilities. As adjusted for these non-recurring charges, profit margins
increased from 15% in the prior year to 22% in the current year, primarily as a
result of increased sales of higher margin proprietary data and cost savings
related to the restructuring program implemented during the prior fiscal year.
The program included the write-off or reserve for impairment of assets to net
realizable value, a reduction in the work force,

15
<PAGE> 18

and the consolidation of certain offices in all operations. In addition, in
September 1994, the Company sold the inventories, assets and technologies
related to its manufacturing operations and transferred the related personnel to
the buyer. The Company estimates that as a result of this program, expenses will
be reduced by approximately $800,000 per month. In addition, during the current
year, the Company accrued an additional $800,000 of restructuring costs related
to the closing of the Jakarta processing center.

Depreciation and amortization expense during the current year reflects
decreases in charges resulting from the prior year's restructuring program and
the derigging of two seismic vessels offset by an increase in charges on new
asset purchases and amortization on the FSU joint ventures discussed below.
Selling, general and administrative expenses decreased primarily due to the
accrual, in the prior year, of benefits payable over five years under an
employment contract with a former executive. As a result of increased borrowings
on working capital facilities and equipment financing and higher interest rates,
interest expense increased $2,057,000 during the current year.

As previously discussed, in April 1994, the Company acquired interests in
four joint ventures that operate in the FSU. In acquiring these interests, the
Company exchanged common stock and cash commitments valued in excess of the fair
market value of the net assets received. The excess value was being amortized
over a 20 year period and the Company has recorded $392,000 of amortization
expense during the current year. The joint ventures were in the start-up phase
and the Company recorded $1,477,000 of equity losses during the current year. In
June 1995, the Company disposed of its FSU interests and recorded a gain on the
sale in the amount of $4,370,000. (See Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Overview and Note 16 to Notes
to Consolidated Financial Statements.)

Other costs and expenses for the current year consist mainly of net losses
on the disposition of property and equipment related to the sale of a stacked
vessel, cables damaged during a survey and the write-down of equipment replaced
by the upgraded recording system previously discussed, offset by a gain on the
sale of a second decommissioned vessel. The prior year consists mainly of a gain
on the sale of a vessel derigged during fiscal 1993. The increase in income
taxes relates primarily to expanded marine operations in the Far East and a tax
assessment in Indonesia offset by decreases in South American taxes. Income
taxes in the prior year related primarily to South American operations.

FISCAL YEAR 1994 COMPARED WITH FISCAL YEAR 1993

During the year ended July 31, 1994, the Company's revenues of $117,978,000
increased slightly over the prior year's total of $117,709,000. The stable
revenues are the result of refocusing operations from marine contract (single
client) data acquisition to the acquisition of proprietary (multi-client) data
for the Company's seismic data library and to expanding Western Hemisphere land
markets. The shift in emphasis was in response to declining market conditions in
the Far East, Europe and Africa, excess capacity in the industry's marine
segment and increased interest in land-based data acquisition and in offshore
proprietary data in North and South America. During fiscal 1994, the Company's
land revenues increased 116% to $38,454,000 and sales of proprietary data
totaled $11,710,000, a 232% increase from the prior year. During 1994, sales of
proprietary data accounted for 10% of revenues compared to 3% in the prior year
and the Company increased the book value of its proprietary data library from
$10,263,000 to $19,638,000. Primarily as a result of non-cash restructuring and
write-down charges incurred in the third quarter and weakness in the Company's
Far East markets which existed throughout the year, the Company's operations
resulted in an after-tax loss of $14,426,000, compared with a loss of $1,258,000
in fiscal 1993. Operating cash flow during the year was a positive $885,000
compared with negative cash flow of $1,999,000 in the previous year.

In response to the declining market conditions in the Far East, Europe and
Africa, the Company shifted its emphasis to North and South American markets
where, as a result of generally higher natural gas prices, demand has increased.
In the prior year, international revenues accounted for 77% of the Company's
revenues while in the current year such revenues declined to 55%. Furthermore,
because of the excess capacity in the industry's marine segment and the
increased demand for onshore 3D surveys, the Company's emphasis shifted from
marine acquisition to land acquisition activity. The Company derigged four of
its vessels during the past 18 months and added three land crews over the last
two years. Accordingly, during the past year, total

16
<PAGE> 19

revenues attributable to land acquisition have increased from 15% to 33%, while
marine revenues (excluding data library sales) decreased from 50% to 31%.
Because of the increased demand for proprietary data acquisition, three of the
Company's remaining five vessels were dedicated to the acquisition of funded
proprietary data acquisition in Gulf of Mexico waters during most of 1994. The
excess capacity in the industry's marine segment also affected data processing
operations which decreased 16% over the past year. With reduced amounts of data
collected industry-wide, there is less data to be processed, and the Company's
unit prices have dropped to remain competitive.

As previously discussed, the Company has acquired interests in four joint
venture companies which operate in the FSU. During the year ended July 31, 1994,
the Company exchanged 3,072,950 shares of common stock valued at $2.375 per
share, or $7,298,256, and a cash commitment in the amount of $1,000,000 in
return for a 50% ownership in two of the joint ventures, 25% in a third joint
venture, and a 10% indirect ownership interest in the fourth. The excess of the
purchase price over the fair value of the net assets received is being amortized
over a 20 year period and for the year ended July 31, 1994, the Company had
recorded $100,000 in amortization expense. Subsequent to year-end, the Company
increased its ownership interest to 50% in the third joint venture and 20% in
the fourth by exchanging an additional 2,052,543 shares of common stock valued
at $1.125, or $2,309,111 and committing to an additional $2,000,000 in cash plus
loan guaranties. As a result of the additional investment, the excess value of
the purchase price over the fair value of the net assets has increased and
amortization expense will increase in fiscal 1995.

After adjusting for the effects of the restructuring and write-off/reserve
for impairment of assets discussed below, the distribution of the Company's cost
of services among the Company's marine, land, processing, and proprietary data
divisions were consistent with the distribution of the Company's revenues;
however, operating expenses as a percent of sales decreased on a year-to-year
basis. This was mainly attributable to better proprietary data sales prices as a
result of the increase in demand for such data and savings in the fourth quarter
as a result of the restructuring. In total, operating expenses -- cost of
services (as adjusted for non-recurring charges in the amount of $1,230,000
discussed below) decreased $1,786,000.

During the third quarter of fiscal 1994, the Company embarked upon a
restructuring and reorganization program intended to restore profitability to
operations. As part of the restructuring program, the Company incurred charges
of $9,116,000 which were designed to bring expenses into line with the size of
the Company's existing marketplace. Included in the charges is $6,523,000 for
the write-off/reserve for the impairment of assets to their net realizable
value. A portion of the write-off pertains to marine ($2,437,000) and land
($552,000) acquisition assets related to decommissioned marine vessels and
stacked land crews. The writeoff/reserve also includes the write-down of other
marine and land acquisition assets that was not a direct result of the
restructuring program ($1,048,000). In addition, the Company wrote-down data
processing equipment ($2,056,000), particularly in the Far East, based on the
reduced activity in that market and the plan to close the Indonesian processing
center, and Indonesian proprietary data for which the Company's resale license
was not extended by the Indonesian government ($430,000). Also included in the
$9,116,000 are restructuring charges of $1,363,000 of which $1,226,000 relates
to severance costs for a 10% reduction in the Company's work force and $137,000
relates to office restoration expenses. The remaining costs of $1,230,000 are
included in cost of services and include non-recurring expenses associated with
certain contract liabilities. The Company estimates that savings from the
restructuring will total approximately $600,000 per month. The Company is
continuing to restructure its operations by consolidating certain office space
and as previously discussed, in August 1994, signed various agreements with
Syntron that provided for the sale of certain assets, inventories, and
technologies of the Company and the transfer of marine and land engineering and
manufacturing personnel to Syntron.

To provide additional working capital during the past year, the Company
obtained a new revolving credit facility providing advances up to $15,000,000,
borrowed approximately $922,000 against its Indonesian credit facility, borrowed
$3,386,000 in short-term related party debt and financed approximately
$4,200,000 of equipment purchases. Accordingly, interest expense for the year
ended July 31, 1994 increased significantly from $1,217,000 to $3,085,000.

17
<PAGE> 20

Selling, general, and administrative expenses increased during the year
ended July 31, 1994 by $684,000 to $5,101,000 primarily as a result of $600,000
in severance benefits payable over the next five years to a former executive
pursuant to an employment agreement.

During the current and prior year, the Company has spent approximately
$51,000,000 for upgrades to marine vessels, equipment for new land crews and new
processing equipment to technologically enhance its market position. As a
result, depreciation expense for the year ended July 31, 1994 increased
$3,931,000. This increase was partially offset by approximately $600,000 in
depreciation savings recognized as a result of the write-off and reserve for
impairment of assets discussed above.

Other cost and expenses decreased from an expense of $184,000 to income of
$702,000 primarily due to improved U.S. to foreign currency exchange rates and
gains on the sale of property and equipment from one of the marine vessels that
was decommissioned.

The provision for income taxes in the current year relates primarily to
taxes on South American operations. The provision for income taxes in the prior
year relates primarily to the previously discussed Mexican operations.

18
<PAGE> 21

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEPENDENT AUDITORS' REPORT

Digicon Inc. and Subsidiaries:

We have audited the accompanying consolidated balance sheets of Digicon
Inc. and Subsidiaries (the "Company") as of July 31, 1995 and 1994, and the
related consolidated statements of operations, cash flows and changes in
stockholders' equity for each of the three years in the period ended July 31,
1995. 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 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, such consolidated financial statements present fairly, in
all material respects, the financial position of the Company at July 31, 1995
and 1994, and the results of its operations and its cash flows for each of the
three years in the period ended July 31, 1995 in conformity with generally
accepted accounting principles.

DELOITTE & TOUCHE LLP

Houston, Texas
October 12, 1995

19
<PAGE> 22

DIGICON INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JULY 31, 1995, 1994 AND 1993
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
REVENUES................................................... $132,569 $117,978 $117,709

COSTS AND EXPENSES:
Operating expenses:
Cost of services...................................... 105,912 101,310 101,866
Restructuring......................................... 800 1,363
Write-off/reserve for impairment of assets............... 6,523
Depreciation and amortization............................ 13,763 13,758 9,620
Selling, general and administrative...................... 4,428 5,101 4,417
Interest................................................. 5,142 3,085 1,217
Equity in loss of 50% or less-owned companies and joint
ventures.............................................. 1,485 445 54
Gain on sale of investment in FSU joint ventures......... (4,370)
Other.................................................... 598 (702) 184
-------- -------- --------
Total............................................ 127,758 130,883 117,358
-------- -------- --------
Income (loss) before provision for income taxes............ 4,811 (12,905) 351
Provision for income taxes................................. 2,033 1,521 1,609
-------- -------- --------
NET INCOME (LOSS).......................................... $ 2,778 $(14,426) $ (1,258)
======== ======== ========
PER SHARE OF COMMON STOCK:
Earnings (loss) per share................................ $ .25 $ (1.48) $ (.15)
======== ======== ========
Weighted average shares.................................. 10,958 9,769 8,674
======== ======== ========
Cash dividends -- common stock........................... None None None
======== ======== ========
</TABLE>

See Notes to Consolidated Financial Statements

20
<PAGE> 23

DIGICON INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
JULY 31, 1995 AND 1994
(IN THOUSANDS, EXCEPT FOR PAR VALUE AND NUMBER OF SHARES)

<TABLE>
<CAPTION>
1995 1994
-------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash.......................................................................... $ 4,209 $ 8,365
Restricted cash investments................................................... 670 320
Accounts and notes receivable (net of allowance for doubtful accounts: 1995,
$703; 1994, $701)........................................................... 40,662 30,427
Note receivable from FSU joint venture, current portion....................... 443
Materials and supplies inventory (net of reserves: 1995, $66; 1994, $68)...... 1,335 5,410
Prepayments and other......................................................... 6,619 4,692
-------- --------
Total current assets................................................... 53,495 49,657
Property and equipment:
Seismic equipment............................................................. 53,615 48,622
Data processing equipment..................................................... 26,703 27,795
Seismic ships................................................................. 8,291
Leasehold improvements and other.............................................. 29,394 30,809
-------- --------
Total.................................................................. 109,712 115,517
Less accumulated depreciation............................................... 60,874 66,625
-------- --------
Property and equipment -- net.......................................... 48,838 48,892
Proprietary seismic data........................................................ 28,444 19,638
Investment in FSU joint ventures................................................ 8,478
Goodwill (net of accumulated amortization: 1995, $1,168; 1994, $743)............ 3,077 3,502
Other assets.................................................................... 1,216 802
Note receivable from FSU joint venture, non-current portion..................... 887
-------- --------
Total.................................................................. $135,070 $131,856
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term related party loans................................................ $ 2,695
Current maturities of long-term debt.......................................... $ 10,915 6,166
Accounts payable -- trade..................................................... 18,875 23,740
Accrued interest.............................................................. 409 293
Other accrued liabilities..................................................... 14,869 9,205
Income taxes payable.......................................................... 1,097 1,406
-------- --------
Total current liabilities.............................................. 46,165 43,505
Non-current liabilities:
Long-term debt--less current maturities....................................... 25,243 23,922
Deferred credits.............................................................. 3,675 5,538
Other non-current liabilities................................................. 1,105 341
-------- --------
Total non-current liabilities.......................................... 30,023 29,801
Commitments and contingent liabilities (Note 7)
Stockholders' equity:
Common stock, $.01 par value; 1995 -- authorized: 20,000,000 shares; issued:
11,134,939 shares; 1994 -- authorized: 60,000,000 shares; issued: 31,352,273
shares...................................................................... 111 314
Additional paid-in capital.................................................... 71,895 69,366
Accumulated deficit from August 1, 1991....................................... (8,352) (11,130)
Less: Treasury stock, at cost; 858,497 shares................................. (4,772)
-------- --------
Stockholders' equity................................................... 58,882 58,550
-------- --------
Total.................................................................. $135,070 $131,856
========= =========
</TABLE>

See Notes to Consolidated Financial Statements

21
<PAGE> 24

DIGICON INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JULY 31, 1995, 1994 AND 1993
(IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>
1995 1994 1993
-------- -------- --------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income (loss).............................................. $ 2,778 $(14,426) $ (1,258)
Non-cash items included in income (loss):
Restructuring accrual....................................... 14 777
Write-off/reserve for impairment of assets.................. 6,523
Depreciation and amortization............................... 13,763 13,758 9,620
Amortization of warrants issued with short-term related
party loans............................................... 89
Amortization of deferred gain on sale/leaseback............. (898)
(Gain) loss on disposition of property and equipment........ 755 (746) (129)
Equity in loss of 50% or less-owned companies and joint
ventures.................................................. 1,485 445 54
Gain on sale of investment in FSU joint ventures............ (4,370)
Gain on settlement of deferred credits...................... (864)
Write-down of proprietary seismic data to market............ 1,786 348 589
Other....................................................... (148) (131)

Change in operating assets/liabilities (exclusive of the
effects of the purchase of GFS):
Accounts and notes receivable............................... (7,314) 5,203 2,937
Materials and supplies inventory............................ 291 1,145 (2,312)
Prepayments and other....................................... (1,326) (610) (608)
Proprietary seismic data.................................... (10,592) (10,153) (4,174)
Other....................................................... 508 (515)
Accounts payable -- trade................................... (5,331) (4,500) (2,623)
Accrued interest............................................ 116 133 (68)
Other accrued liabilities................................... 5,551 3,679 (1,188)
Income taxes payable........................................ (309) 546 (1,361)
Deferred credits............................................ (414) (1,430) (832)
Other non-current liabilities............................... 762 341
-------- -------- --------
Total cash provided (used) by operating activities..... (3,520) 885 (1,999)

FINANCING ACTIVITIES:
Payment of long-term debt...................................... (7,206) (3,158) (8,102)
Net borrowings under credit agreements......................... 1,648 8,368 5,000
Net proceeds from sale of common stock......................... (72) (40) 21,083
Net proceeds from sale of treasury stock....................... 3,984
Borrowings of short-term related party loans................... 30 6,081
Payments of short-term related party loans..................... (2,725) (3,386)
-------- -------- --------
Total cash provided (used) by financing activities..... (4,341) 7,865 17,981

INVESTING ACTIVITIES:
(Increase) decrease in restricted cash investments............. (350) 304 79
Increase in investment in FSU joint ventures................... (1,875) (1,535)
Sale to Syntron, Inc.:
Inventories and technologies................................ 1,630
Property and equipment...................................... 1,370
Sale of investment in FSU joint ventures....................... 6,000
Purchase of property and equipment............................. (4,552) (5,406) (21,485)
Sale of property and equipment................................. 1,437 938 2,545
-------- -------- --------
Total cash provided (used) by investing activities..... 3,660 (5,699) (18,861)
Currency (gain) loss on foreign cash........................... 45 (88) (241)
-------- -------- --------
Change in cash and cash equivalents............................ (4,156) 2,963 (3,120)
Beginning cash and cash equivalents balance.................... 8,365 5,402 8,522
-------- -------- --------
Ending cash and cash equivalents balance....................... $ 4,209 $ 8,365 $ 5,402
======== ======== ========
</TABLE>

See Notes to Consolidated Financial Statements

22
<PAGE> 25

DIGICON INC. AND SUBSIDIARIES

SUPPLEMENTARY SCHEDULES TO CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JULY 31, 1995, 1994 AND 1993
(IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>
1995 1994 1993
------- ------- -------
<S> <C> <C> <C>
SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Increase in materials and supplies inventories for deferred credits.... $ 987
Increase in assets/liabilities due to purchase of GFS Company:
Cash................................................................ 65
Restricted cash investments......................................... 75
Accounts and notes receivable....................................... 3,025
Materials and supplies inventory.................................... 183
Prepayments and other............................................... 363
Property and equipment -- net....................................... 3,168
Goodwill............................................................ 4,245
Long-term debt...................................................... 2,431
Accounts payable -- trade........................................... 6,558
Accrued interest.................................................... 13
Other accrued liabilities........................................... 969
Common stock........................................................ 1,153
Increase (decrease) in investment in FSU joint ventures for:
Common stock........................................................ $ 2,309 $ 7,299
Accounts and note receivable from FSU joint ventures................ (409)
Other assets........................................................ 135
Increase (decrease) in property and equipment for:
Accounts and notes receivable -- deferred credits utilized.......... 2,045
Execution of capital leases and notes............................... 11,224 4,227 9,844
Accounts payable -- trade........................................... 334 1,058 2,289
Deferred credits payable............................................ (1,449) 6,813
Prepayments and other............................................... (1,104)
Increase in prepayments on property and equipment for notes payable.... 601
Increase in notes receivable for:
Sale of property and equipment...................................... 250
Sale of other assets................................................ 1,330
Sale of investment in FSU joint ventures resulting in an increase
(decrease) in:
Accounts and notes receivable from purchaser........................ 1,790
Accounts and note receivable from FSU joint ventures................ (1,740)
Accounts payable -- trade........................................... 78
Treasury stock...................................................... 8,756
Sale of inventories, property and equipment, and technologies to
Syntron, Inc. resulting in an increase (decrease) in:
Accounts and notes receivable -- deferred credits................... 3,255
Materials and supplies inventory.................................... (2,154)
Other assets -- deferred credits receivable......................... 857
Accounts payable -- trade........................................... 957
Other accrued liabilities -- deferred gain.......................... 891
Other non-current liabilities -- deferred gain...................... 110
Sale of accounts receivable and property and equipment resulting in a
decrease in:
Accounts and notes receivable....................................... (78)
Property and equipment -- net....................................... (247)
Long-term debt...................................................... (199)
Accounts payable -- trade........................................... (18)
Other non-current liabilities....................................... (108)
Increase in additional paid-in capital as a result of warrants issued
with short-term related party loans................................. 89

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest --
Equipment purchase obligations and unsecured notes payable........ 1,060 879 384
Secured term loan................................................. 635 585 584
Credit agreements................................................. 1,915 664 227
Short-term related party loans.................................... 199 206
Other............................................................. 1,388 339 239
Income taxes........................................................ 1,963 1,293 3,178
</TABLE>

See Notes to Consolidated Financial Statements

23
<PAGE> 26

DIGICON INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED JULY 31, 1995, 1994 AND 1993
(IN THOUSANDS, EXCEPT FOR NUMBER OF SHARES)

ADDITIONAL
PAID-IN CAPITAL ACCUMULATED
COMMON STOCK ISSUED TREASURY STOCK, ------------------- EARNINGS
------------------- AT COST EMPLOYEE (DEFICIT)
PAR --------------------- NOTES FROM AUGUST 1,
SHARES VALUE SHARES AMOUNT OTHER RECEIVABLE 1991
----------- ---- ---------- ------- ------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE, JULY 31, 1992........... 22,597,423 $226 $40,007 $ (48) $ 4,554

Common stock issued in
acquisition of GFS, net of
issue costs.................... 225,000 2 1,137
Common stock issued for cash, net
of issue costs................. 5,456,900 55 20,994
Collections of employee notes
receivable..................... 48
Net loss......................... (1,258)
---------- ---- -------- ------ ------- -------- --------

BALANCE, JULY 31, 1993........... 28,279,323 283 62,138 3,296

Common stock issued for
investment in FSU joint
ventures, net of issue costs... 3,072,950 31 7,228
Net loss......................... (14,426)
---------- ---- -------- ------ ------- -------- --------

BALANCE, JULY 31, 1994........... 31,352,273 314 69,366 (11,130)

Common stock issued for
investment in FSU joint
ventures, net of issue costs... 2,052,543 20 2,265
One for three reverse stock
split, net of issue costs...... (22,269,877) (223) 175
Warrants issued in conjunction
with short-term related party
loans.......................... 89
Common stock reacquired in sale
of investment in FSU joint
ventures....................... (1,708,497) $(8,756)
Treasury stock issued for cash... 850,000 3,984
Net income....................... 2,778
---------- ---- -------- ------ ------- -------- --------

BALANCE, JULY 31, 1995........... 11,134,939 $111 (858,497) $(4,772) $71,895 $ $ (8,352)
========== ==== ======== ====== ======= ======== ========
</TABLE>

See Notes to Consolidated Financial Statements

24
<PAGE> 27

DIGICON INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 1995, 1994 AND 1993

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION

The accompanying consolidated financial statements include the accounts of
Digicon Inc. ("the Company") and all majority-owned domestic and foreign
subsidiaries. Investments in 50% or less-owned companies and joint ventures are
carried on the equity basis. All material intercompany balances and transactions
have been eliminated in consolidation.

RESTRICTED CASH INVESTMENTS

Restricted cash investments in the amounts of $670,000 at July 31, 1995 and
$320,000 at July 31, 1994 were pledged as collateral on certain bank guarantees.

TRANSLATION OF FOREIGN CURRENCIES

The Company has determined that the U.S. dollar is its functional currency.
Property and equipment (and related depreciation) and inventories are translated
into U.S. dollars at the exchange rates in effect at the time of their
acquisition. Other assets and liabilities are translated at year-end rates.
Operating results (other than depreciation) are translated at the average rates
of exchange prevailing during the year. Remeasurement gains and losses are
included in the determination of net income and are reflected in other costs and
expenses. See Note 5.

REVENUES

Revenues from data acquisition and data processing services are recorded as
revenues based on contractual rates set forth in the related contract if the
contract provides a separate rate for each segment. If the contract only
provides a rate for the overall service, revenue is recognized based on the
percentage of the work effort completed compared with the total work effort
involved in the contract.

ACCOUNTS RECEIVABLE

Included in accounts and notes receivable at July 31, 1995 and 1994 are
unbilled amounts of approximately $10,700,000 and $8,800,000, respectively. Such
amounts are either not billable to the customer at July 31 in accordance with
the provisions of the contract and generally will be billed in one to four
months or are currently billable and will be invoiced in the next monthly
statement cycle.

PROPRIETARY SEISMIC DATA

The direct cost of collecting and processing seismic data for the Company's
own account is capitalized using a percentage of estimated sales method. The
cost of proprietary seismic data is charged to operations either in (i) the
periods in which sales occur as a percentage of the revenue obtained, or (ii) in
periods when the estimated market value of such data is less than the cost of
the data.

MOBILIZATION COST

Transportation and make-ready expenses of seismic operations prior to
commencement of business in an area are amortized over the period of expected
operations in that area. Amounts applicable to operations for the Company's own
account are included in the cost of proprietary seismic data. Unamortized
mobilization costs, if any, are shown as a prepaid expense.

25
<PAGE> 28

DIGICON INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

INVENTORIES

Inventories of materials and supplies are stated at the lower of average
cost or market.

DEPRECIATION

Provision for depreciation is computed using the straight-line method based
on estimated useful lives as follows:

<TABLE>
<CAPTION>
AVERAGE
YEARS
---
<S> <C>
Seismic equipment...................................... 5
Data processing equipment.............................. 5-6
Seismic ships.......................................... 14
Leasehold improvements and other....................... 3-7
</TABLE>

Expenditures for routine repairs and maintenance are charged to expense as
incurred; expenditures for additions and improvements are capitalized and
depreciated over the estimated remaining life of the related asset. Significant
vessel repairs and biennial drydocking expenses are recorded as deferred charges
in prepayments and other and are amortized over a six to 24 month period. The
net gain or loss on items of property and equipment retired or disposed of is
included in other costs and expenses. See Note 5.

It is the Company's policy to periodically review property and equipment
lives. In fiscal 1993, a study indicated that the actual lives for certain asset
categories generally were longer than the useful lives used for depreciation
purposes in the Company's financial statements and the Company extended the
estimated useful lives for certain of its seismic acquisition equipment. The
effect of this change was to reduce 1993 depreciation expense by $490,000 and
decrease the net loss by $490,000, or $.06 per share (as restated for the
Reverse Split -- See Note 19).

In fiscal 1994, the Company wrote off or reserved for the impairment of
assets to their net realizable value the amount of $6,523,000, or $.67 per share
(as restated for the Reverse Split -- See Notes 17 and 19).

RESEARCH AND DEVELOPMENT

Research and development costs are charged to expense when incurred.
Research and development costs for the years ended July 31, 1995, 1994 and 1993
were $2,851,000, $4,908,000 and $4,235,000, respectively.

INCOME TAXES

The Company's policy is not to provide for the income taxes, if any, which
would be payable if undistributed earnings of foreign consolidated subsidiaries
were paid as dividends to the parent company, since such earnings have been or
will be reinvested in the business.

In February 1992, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 109 ("SFAS 109"), "Accounting for Income
Taxes", which requires the use of the "liability method" in place of the
previously required "deferred method". Under the liability method, deferred
income taxes reflect the net tax effects of (a) temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for income tax purposes, and (b) operating loss and tax
credit carryforwards. SFAS 109 allows recognition of all or a portion of
benefits from the utilization of net operating loss carryforwards as deferred
tax assets if realization is "more likely than not". In periods of changing
income tax rates, the liability method will cause fluctuations in net income of
companies with deferred taxes. The Company adopted SFAS 109 effective August 1,
1993. The adoption of this standard did not result in a cumulative effect
adjustment to equity or income for the year ended July 31, 1994.

26
<PAGE> 29

DIGICON INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Recognition is given in the accompanying consolidated balance sheets to the
future income tax benefits of loss carryforwards only to the extent that they
can be used to offset existing deferred taxes. Since the Company's
quasi-reorganization on July 31, 1991, in accordance with Staff Accounting
Bulletin No. 86, the tax benefits of loss carryforwards existing at the date of
the quasi-reorganization, when realized, have been recognized in the
consolidated statements of operations by a charge in lieu of income taxes,
representing the additional income taxes which otherwise would have been
provided, with an equal and offsetting direct addition to paid-in capital
reflecting the utilization of the loss carryforward.

EARNINGS (LOSS) PER SHARE

Weighted average shares and earnings (loss) per share have been restated
for all periods presented to reflect the effect of the Reverse Split consummated
on January 17, 1995. See Note 19.

Primary loss per share is computed based on the weighted average number of
shares of common stock. Primary earnings per share is computed based on the
weighted average number of shares of common stock plus common stock equivalents.
Common stock equivalents include (i) stock options (see Note 6), (ii) warrants
(see Note 8) and (iii) contingent shares issuable. Shares issuable upon the
conversion of stock options and warrants were disregarded since the treasury
stock method of calculation produced no incremental shares. For the year ended
July 31, 1994, contingent shares issuable under the second stage of the
agreements discussed in Note 16 were disregarded due to net losses incurred.

Fully diluted earnings per share is not presented for the year ended July
31, 1995 since stock options and warrants referenced above had no dilutive
effect. Fully diluted earnings per share is not presented for the year ended
July 31, 1994 and 1993 due to net losses incurred.

LEASES

Operating leases include those for office space, specialized seismic
equipment rented for short periods of time, and the Company's seismic ships
which generally are chartered on a short-term basis.

CASH EQUIVALENTS

For purposes of the Consolidated Statements of Cash Flows, the Company has
elected to define "cash equivalents" as items readily convertible into known
amounts of cash with original maturities of three months or less.

QUASI-REORGANIZATION

The Company effected a quasi-reorganization adjustment as of July 31, 1991
in which the accumulated deficit at July 31, 1991 of $139,751,000 was offset
against additional paid-in capital.

GOODWILL

The Company has recorded the purchase price of businesses or joint venture
interests in excess of the fair value of net assets acquired as goodwill which
is amortized over the period benefits are expected to be derived. The Company
periodically reviews the carrying value of goodwill in relation to the current
and expected operating results of the businesses or joint ventures in order to
assess whether there has been a permanent impairment of such amounts.

See also Notes 9 and 16 relating to the purchase of GFS Company and
investment in FSU joint ventures.

RECLASSIFICATION OF PRIOR YEAR BALANCES

Certain balances as of July 31, 1994 have been reclassified for consistent
presentation.

27
<PAGE> 30

DIGICON INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

2. SHORT-TERM RELATED PARTY LOANS

The short-term related party loans provided for up to $3,000,000 in
advances and were collateralized, on a subordinated basis, by a majority of the
assets of the Company. Interest was payable at prime plus 3% through January 26,
1995 and at prime plus 6% thereafter. Interest expense for the years ended July
31, 1995 and 1994 was $376,000 and $206,000, respectively. The loans were
subject to mandatory prepayment from a portion of the proceeds of certain
specified transactions, if and when such transactions occurred. As a result of
the completion of several such transactions, the loans were fully repaid on June
13, 1995. As further consideration for the facility, the Company issued common
stock purchase warrants in an amount directly related to the average outstanding
balance of the loans. See Notes 8 and 13.

3. LONG-TERM DEBT

The Company's long-term debt is as follows:

<TABLE>
<CAPTION>
JULY 31, JULY 31,
1995 1994
------- -------
(IN THOUSANDS OF
DOLLARS)
<S> <C> <C>
Revolving credit agreement due April 1997, at prime
plus 3% (11.75% at July 31, 1995).................... $14,123 $12,446
Secured term loan due June 1997, at 10.75%............. 4,500 6,000
Secured Indonesian Rupiah revolving credit agreement
due September 1995, at 19%........................... 894 922
Unsecured notes maturing through January 1995, at
10%.................................................. 35
Equipment purchase obligations maturing through
February 1999, at an average rate of 11.17% in
1995................................................. 16,641 10,605
Real estate note maturing April 1995, at prime plus
1.25%................................................ 80
------- -------
Total........................................ 36,158 30,088
Less current maturities................................ 10,915 6,166
------- -------
Due after one year........................... $25,243 $23,922
======= =======
</TABLE>

The revolving credit agreement is with a finance company and provides a
revolving credit facility of up to $17,000,000 (increased from $15,000,000 in
April 1995) through April 11, 1997. Advances under the agreement are limited by
a borrowing formula and are collateralized by a majority of the assets of the
Company. The agreement limits, among other things, the Company's right, without
consent of the lender, to take certain actions, including creating indebtedness,
prohibits paying dividends and requires the Company to maintain certain
financial ratios. The agreement also provides for the deposit of collections of
certain of the Company's accounts receivable into cash collateral accounts and
for the repayment of outstanding advances and monthly interest with such
proceeds. Amounts applied against outstanding advances are available for
reborrowing upon presentation of evidence of adequate borrowing base coverage.
At July 31, 1995, $2,877,000 was available for borrowing under this agreement.

The secured term loan is due June 30, 1997, with interest at 10.75% payable
quarterly. A principal payment of $1,500,000 is due June 30, 1996, and the
remaining unpaid principal is due June 30, 1997. The loan agreement limits, but
does not prohibit, the Company's ability to pay dividends and to incur
indebtedness for borrowed money and requires the Company to maintain certain
financial ratios. The Company has obtained a waiver for noncompliance at July
31, 1995 with the debt service coverage ratio. The ratio has been revised
subsequent to year-end. In April 1994, in conjunction with the execution of the
revolving credit agreement, the lender was granted a security interest in a
majority of the Company's equipment. In connection with the loan, the Company
issued common stock purchase warrants to the lender. See Note 8.

28
<PAGE> 31

DIGICON INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The secured Indonesian Rupiah revolving credit facility in the amount of
two billion Rupiahs is the obligation of P.T. Digicon Mega Pratama, a
consolidated subsidiary of the Company, and provides working capital and certain
bank guarantees for its Indonesian operations. The facility was repaid in
September 1995.

The unsecured notes payable represented agreements executed in settlement
of certain unsecured obligations.

The Company's equipment purchase obligations represent installment loans
and capitalized lease obligations primarily related to computing and seismic
equipment.

The real estate note was secured by land and a building and was payable in
installments of $8,987 per month plus interest through April 1995.

Annual maturities of long-term debt for the next five years are as follows:

<TABLE>
<CAPTION>
FISCAL YEAR MATURITIES
----------- ----------
(IN
THOUSANDS
OF
DOLLARS)
<S> <C>
1996............................................. $10,915
1997............................................. 21,931
1998............................................. 3,105
1999............................................. 207
</TABLE>

During the year ended July 31, 1993, the Company incurred interest costs of
$1,421,000. The Company capitalized $204,000 of this amount as a cost of
leasehold improvements to a chartered vessel. No interest was capitalized during
the years ended July 31, 1995 and 1994.

4. INCOME TAXES

The tax effects of significant items comprising the Company's net deferred
tax position are as follows:

<TABLE>
<CAPTION>
JULY 31, JULY 31,
1995 1994
-------- --------
(IN THOUSANDS OF
DOLLARS)
<S> <C> <C>
Deferred tax assets:
Difference between book and tax basis of property
and equipment.................................... $ 4,544 $ 3,488
Reserves not currently deductible................... 156 396
Operating loss carryforwards........................ 50,920 47,046
Tax credit carryforwards............................ 5,761 6,023
Other............................................... 4,526 2,142
-------- --------
Total....................................... 65,907 59,095
Deferred tax liabilities:
Other............................................... (314) (483)
-------- --------
Net deferred tax assets............................... 65,593 58,612
Valuation allowance................................... (65,593) (58,612)
-------- --------
Net deferred tax position............................. $ 0 $ 0
======== ========
</TABLE>

29
<PAGE> 32

DIGICON INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Provision for income taxes consists of the following:

<TABLE>
<CAPTION>
YEARS ENDED JULY 31,
----------------------------
1995 1994 1993
------ ------ ------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C>
Current -- U.S................................... $ 34 $ 54
Current -- foreign............................... 2,112 $1,675 1,601
Deferred -- foreign.............................. (113) (154) (46)
----- ----- -----
Total.................................. $2,033 $1,521 $1,609
===== ===== =====
</TABLE>

As of July 31, 1995, the Company had U.S. net operating loss carryforwards
("NOL's") of approximately $88,756,000 which expire in the years 1998 through
2010. Included in such amounts are $76,885,000 of NOL's that existed prior to
the quasi-reorganization. See Note 1. As of July 31, 1995, approximately
$5,761,000 of investment tax credit carryforwards, which will expire in the
years 1996 through 1998, were available to reduce future U.S. income taxes.

Foreign operations had NOL's of approximately $64,681,000 at July 31, 1995,
which are available indefinitely to reduce future foreign taxable income in
specific jurisdictions. Included in such amounts are $48,900,000 of NOL's that
existed prior to the quasi-reorganization. See Note 1. The foreign component of
income (loss) before provision for income taxes was $(9,038,919), $(8,982,354)
and $(5,315,000) for the years ended July 31, 1995, 1994 and 1993, respectively.

Income tax expense is different from the amount computed by multiplying
income (loss) before provision for income taxes by the corporate tax rate of 34%
for the years ended July 31, 1995, 1994 and 1993 because of the inability to
obtain any income tax benefits from operating losses in foreign countries.
Additionally, during 1995 other permanent differences arose for both U.S. and
foreign income tax purposes. For U.S. income tax purposes, such differences
included approximately $16,500,000 relating to the write-off of uncollectible
advances to certain foreign subsidiaries. For foreign income tax purposes, such
differences included a payment of approximately $600,000 for prior year tax
assessments and the payment of approximately $1,400,000 in withholding taxes.

IRS regulations restrict utilization of NOL's for any company in which an
"ownership change" (as defined in Section 382 of the Internal Revenue Code) has
occurred. The Company has performed required testing and has concluded that an
"ownership change" occurred in connection with the issuance of common stock
through a public offering made by the Company on January 6, 1992. As a result,
the future utilization of U.S. NOL's existing at the date of the "ownership
change" will be limited to approximately $4,000,000 per year. This limitation
had no effect on the provision for income taxes for the years ended July 31,
1995, 1994 and 1993. To the extent that any portion of this annual limitation is
not used in any year, it may be carried over and added to the annual limitation
of succeeding years. At July 31, 1995, the accumulated unused limitation on
NOL's existing at the date of the "ownership change" was approximately
$12,373,000.

30
<PAGE> 33

DIGICON INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5. OTHER COSTS AND EXPENSES

Other costs and expenses consist of the following:

<TABLE>
<CAPTION>
YEARS ENDED JULY 31,
------------------------
1995 1994 1993
---- ----- -----
(IN THOUSANDS OF
DOLLARS)
<S> <C> <C> <C>
Net foreign currency exchange losses............... $ 51 $ 94 $ 532
(Gain) loss on disposition of property and
equipment........................................ 755 (746) (129)
Interest income.................................... (208) (82) (255)
Other.............................................. 32 36
---- ---- ----
Total.................................... $598 $(702) $ 184
==== ==== ====
</TABLE>

6. EMPLOYEE BENEFITS

The Company maintains a 401(k) plan in which employees of all the
majority-owned domestic subsidiaries and certain foreign subsidiaries are
eligible to participate. However, employees of foreign subsidiaries who are
covered under a foreign deferred compensation plan are not eligible. Employees
are permitted to make contributions of up to 10% of their salary to a maximum of
$9,240 per year. Generally, the Company will contribute an amount equal to
one-half of the employee's contribution up to $6,000 or 6% (whichever is less)
of the employee's salary; however, if consolidated pre-tax income for any fiscal
year is less than the amount required to be contributed by the Company, the
Company may elect to reduce its contribution, but in no event may it reduce the
total contribution to less than 25% of the employee contribution. The Company
may make additional contributions from its current or cumulative net profits in
an amount to be determined by the Board of Directors. Employer matching
contributions to the 401(k) plan were $280,981 in 1995, $286,471 in 1994 and
$136,981 in 1993.

The Company initiated an employee nonqualified stock option plan on
September 1, 1992. Options are granted to key employees and are exercisable
beginning six months after the date of grant. The option price per share shall
not be less than the lesser of (i) fair market value of the common stock on the
date the option is granted or (ii) the average fair market value for the common
stock during the 30 trading days ending on the trading day next preceding the
date the option is granted. Options expire ten years from the date of grant. No
options under the plan have been exercised. The exercise prices and number of
options existing prior to January 17, 1995 have been adjusted for the Reverse
Split. See Note 19. The Company has authorized 658,333 shares of post-Reverse
Split common stock to be issued under the plan.

<TABLE>
<CAPTION>
NUMBER
OF EXERCISE
OPTIONS PRICE
------- ------------
<S> <C> <C>
Balance, July 31, 1993.............................. 560,000 $13.50
Options cancelled................................. (70,667) $13.50
-------
Balance, July 31, 1994.............................. 489,333 $13.50
Options issued.................................... 13,333 $6.00
Options cancelled................................. (79,666) $13.50
-------
Balance, July 31, 1995.............................. 423,000 $6.00-$13.50
=======
</TABLE>

The Company also initiated a stock option plan for non-employee directors
(the "Director Plan") providing for stock options to be granted to each
non-employee director of the Company. The Director Plan provides that on
December 31 of each year, each eligible director shall be granted an option to
purchase 3,333 shares of the Company's post-Reverse Split common stock, subject
to an aggregate limit of 16,667 shares for each director. The exercise price for
each option granted shall be the average closing price of the

31
<PAGE> 34

DIGICON INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

common stock for the 30 trading days prior to the date of grant. The exercise
prices of options existing prior to January 17, 1995 have been adjusted for the
Reverse Split. Options may be exercised at any time (i) after the later of six
months following the date of grant or the first anniversary of the director's
service on the board and (ii) before the sixth anniversary of the date of grant,
when the option expires. No options under the Director Plan have been exercised.
The Company has authorized 200,000 shares of post-Reverse Split common stock to
be issued under the Director Plan.

<TABLE>
<CAPTION>
NUMBER
OF EXERCISE
OPTIONS PRICE
------ ------------
<S> <C> <C>
Balance, July 31, 1993............................... 20,000 $12.87
Options issued..................................... 16,667 $6.72
------
Balance, July 31, 1994............................... 36,667 $6.72-$12.87
Options issued..................................... 19,998 $4.13
------
Balance, July 31, 1995............................... 56,665 $4.13-$12.87
======
</TABLE>

The Company maintains a contributory defined benefit pension plan (the
"Pension Plan") for eligible participating employees in its United Kingdom
offices. Monthly contributions by employees are equal to 3.5% of their salaries
with the Company providing an additional contribution in an actuarially
determined amount necessary to fund future benefits to be provided under the
Pension Plan. Benefits provided are based upon 1/60 of the employee's final
pensionable salary (as defined) for each complete year of service up to 2/3 of
the employee's final pensionable salary and increase annually at 5%. The Pension
Plan also provides for 50% of such actual or expected benefits to be paid to a
surviving spouse upon the death of a participant. Pension Plan assets consist
mainly of investments in marketable securities which are held and managed by an
independent trustee. The net periodic pension costs are as follows:

YEARS ENDED JULY 31,
--------------------
1995 1994
----- -----
(IN THOUSANDS OF
DOLLARS)
<S> <C> <C>
Service costs (benefits earned during the period)...... $ 275 $ 288
Interest costs on projected benefit obligation......... 253 249
Return on assets....................................... (275) (226)
Net amortization and deferral.......................... 5 4
----- -----
Net periodic pension costs............................. $ 258 $ 315
===== =====
</TABLE>

The funded status of the Pension Plan is as follows:

JULY 31, JULY 31,
1995 1994
------- -------
(IN THOUSANDS OF
DOLLARS)
<S> <C> <C>
Plan assets at fair value.............................. $ 3,444 $ 2,841
Actuarial present value of accumulated vested benefit
obligations.......................................... 3,026 2,472
Effect of future salary increases...................... 517 437
------- -------
Projected benefit obligation......................... 3,543 2,909
------- -------
Projected benefit obligation in excess of plan
assets............................................... (99) (68)
Unrecognized prior service cost........................ 13 68
------- -------
Pension liability...................................... $ (86) $
======= =======
</TABLE>

32
<PAGE> 35

DIGICON INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The weighted average assumptions used to determine the projected benefit
obligation and the expected long-term rate of return on assets for the years
ended July 31, 1995 and 1994 are as follows:

<TABLE>
<S> <C>
Discount rate......................................................... 8.5%
Rates of increase in compensation levels.............................. 6.5%
Expected long-term rate of return on assets........................... 9.0%
</TABLE>

7. COMMITMENTS AND CONTINGENT LIABILITIES

Total rentals of vessels, equipment and office facilities charged to
operations amounted to $24,884,000, $21,914,000 and $19,105,000 for the years
ended July 31, 1995, 1994 and 1993, respectively.

Minimum rentals payable under operating leases, principally for office
space, and vessel charters with remaining noncancellable terms are as follows:

<TABLE>
<CAPTION>
FISCAL MINIMUM
YEAR RENTALS
------ -------
(IN THOUSANDS
OF DOLLARS)
<S> <C>
1996............................................. $14,583
1997............................................. 8,113
1998............................................. 7,244
1999............................................. 6,758
2000............................................. 3,546
2001-2013.......................................... 7,562
</TABLE>

At July 31, 1995, the Company had placed orders for the purchase of certain
equipment and services with an aggregate purchase price of $1,748,000.

The Company has an employment agreement with an employee, who is also a
director, that provides for salary payments of $25,417 per month plus certain
employee benefits through December 31, 1995, the end of the employment period as
defined. The agreement also contains a non-compete clause for a period of three
years after the employment period during which time the employee will receive
payments of $12,709 per month plus certain employee benefits.

8. WARRANTS

The following number of warrants issued and exercise prices have been
adjusted for the Reverse Split consummated on January 17, 1995. See Note 19.

In conjunction with the cancellation of a previous issue of common and
preferred stock and certain other liabilities, the Company authorized 454,545
warrants which may be exercised for 454,545 shares of common stock. The warrants
were issued for a term of five years beginning July 5, 1991 at an exercise price
of $18.00 per share. The warrants may only be exercised for cash.

In conjunction with the Company's term loan due June 30, 1997, the Company
issued 113,333 warrants which expire June 29, 1997. The warrants were
exercisable for cash at a price of $18.00 per share. In conjunction with an
amendment to the loan in August 1994, which revised certain financial ratio
covenants, the price of the warrants was reduced to $6.00 per share.

In conjunction with the Company's short-term related party loans, the
Company issued to the lenders warrants to purchase 120,000 common shares. The
warrants may be exercised for cash at a price of $4.50 per share and will expire
July 26, 1999.

33
<PAGE> 36

DIGICON INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

9. PURCHASE OF GFS COMPANY

On October 30, 1992, the Company acquired GFS Company ("GFS") of Jackson,
Mississippi. GFS operates land and transition zone seismic crews. Under the
agreement, Digicon issued 225,000 shares of its pre-Reverse Split common stock
(valued at $1,153,000) and $117,000 in notes in exchange for all of the
outstanding stock of GFS. On completion of the transaction, GFS became a
wholly-owned subsidiary of the Company. The acquisition was accounted for using
the purchase method of accounting, and accordingly, goodwill of $4,245,000 was
recorded representing the excess of the purchase price over the fair value of
the net assets acquired. The goodwill is being amortized over a ten-year period
and the operations of GFS are included in the consolidated financial statements
beginning November 1, 1992.

10. DEFERRED CREDITS

In August 1992, the Company entered into agreements with a customer
pursuant to which the Company was obligated to allow $7,800,000 in discounts at
specified rates on future seismic services performed by the Company for such
customer. Discounts were payable only out of a portion of the revenues received
by the Company for the performance of the seismic services for such customer. At
July 31, 1994, remaining discounts due were included in accounts
payable -- trade in the amount of $536,000 and in deferred credits in the amount
of $5,538,000. The agreement also required the customer to utilize the services
of certain Company vessels for a minimum period of 15 months during a period
ending in June 1995. In July 1995, the agreements were amended to terminate the
remaining vessel usage requirement, revise the discount rates available on
future seismic services and allow the customer to apply the discounts against
the Company's invoices in return for a reduction in discounts allowed. As a
result, the Company recognized a gain of $864,000 which is included in operating
expenses for the year ended July 31, 1995. At July 31, 1995, remaining discounts
of $3,675,000 are included in deferred credits.

The Company also has $880,000 and $1,500,000 at July 31, 1995 and 1994,
respectively, included in other accrued liabilities relating to deferred credits
earned by certain customers in conjunction with their original participation in
one of the Company's proprietary data surveys. These credits may be applied by
the customers against future invoiced amounts.

34
<PAGE> 37

DIGICON INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

11. GEOGRAPHICAL INFORMATION

Substantially all of the Company's operations consist of geophysical
services. The following tables provide relevant information for the three years
ended July 31, 1995, 1994 and 1993, grouped by major geographic areas.
Intersegment sales between geographic areas are valued at current market prices.

<TABLE>
<CAPTION>
REVENUES
------------------------------- OPERATING
UNAFFILIATED INTERSEGMENT PROFIT IDENTIFIABLE
CUSTOMERS SALES TOTAL (LOSS) ASSETS
-------- ----- -------- ------- --------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C>
YEAR ENDED JULY 31, 1995:
Geographic areas:
Europe & Middle East............... $ 20,230 $ 579 $ 20,809 $ 2,188 $ 11,976
Far East........................... 27,360 22 27,382 (262) 23,436
South America...................... 21,931 21,931 (1,996) 16,998
Eliminations....................... (601) (601)
-------- ----- -------- ------- --------
Totals........................ 69,521 69,521 (70) 52,410
United States...................... 63,048* 126 63,174* 9,263 82,227
Eliminations....................... (126) (126)
-------- ----- -------- ------- --------
Totals........................ 132,569 132,569 9,193 134,637
Other.............................. (598)
Corporate, general and
administrative expenses.......... (1,527)
Interest........................... (5,142)
Income taxes....................... (2,033)
Gain on sale of investment in FSU
joint ventures................... 4,370
Investments in 50% or less-owned
companies and joint ventures..... (1,485) 57
Corporate assets................... 376
-------- ----- -------- ------- --------
Totals........................ $132,569 $ $132,569 $ 2,778 $135,070
======== ===== ======== ======= ========
</TABLE>

- ---------------

* Includes export sales of $2,228.

There was no single client that accounted for 10% or more of total revenues
during the year ended July 31, 1995. During 1995, depreciation and amortization
expense was $3,984,000 for Europe & Middle East, $1,470,000 for Far East,
$2,149,000 for South America and $5,762,000 for United States. Capital
expenditures were $1,709,000 for Europe & Middle East, $1,240,000 for Far East,
$4,252,000 for South America and $11,041,000 for United States.

35
<PAGE> 38

DIGICON INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
REVENUES
-------------------------------- OPERATING
UNAFFILIATED INTERSEGMENT PROFIT IDENTIFIABLE
CUSTOMERS SALES TOTAL (LOSS) ASSETS
-------- ------ -------- -------- --------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C>
YEAR ENDED JULY 31, 1994:
Geographic areas:
Europe & Middle East............. $ 29,891 $1,697 $ 31,588 $ (3,120) $ 33,063
Far East......................... 19,401 19,401 (11,325) 19,330
South America.................... 14,219 14,219 (799) 9,758
Eliminations..................... (1,697) (1,697)
-------- ------ -------- -------- --------
Totals...................... 63,511 63,511 (15,244) 62,151
United States.................... 54,467* 315 54,782* 7,187 60,649
Eliminations..................... (315) (315)
-------- ------ -------- -------- --------
Totals...................... 117,978 117,978 (8,057) 122,800
Other............................ 702
Corporate, general and
administrative expenses........ (2,020)
Interest......................... (3,085)
Income taxes..................... (1,521)
Investments in 50% or less-owned
companies and joint ventures... (445) 8,543
Corporate assets................. 513
-------- ------ -------- -------- --------
Totals...................... $117,978 $ $117,978 $(14,426) $131,856
======== ====== ======== ======== ========
</TABLE>

- ---------------

* Includes export sales of $1,501.

During 1994, United States, Europe & Middle East and Far East revenues
include sales to a client which accounted for 10% of total revenues. Operating
profit (loss) includes restructuring charges and write-off/reserve for
impairment of assets of $1,258,000 for Europe & Middle East, $3,317,000 for Far
East, and $3,808,000 for United States. Depreciation and amortization expense
was $4,214,000 for Europe & Middle East, $1,942,000 for Far East, $1,551,000 for
South America and $6,030,000 for United States. Capital expenditures were
$2,031,000 for Europe & Middle East, $458,000 for Far East, $1,471,000 for South
America and $6,720,000 for United States.

36
<PAGE> 39

DIGICON INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

<TABLE>
<CAPTION>
REVENUES
--------------------------------- OPERATING
UNAFFILIATED INTERSEGMENT PROFIT IDENTIFIABLE
CUSTOMERS SALES TOTAL (LOSS) ASSETS
-------- ------- -------- ------- --------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C> <C> <C>
YEAR ENDED JULY 31, 1993:
Geographic areas:
Europe & Middle East............. $ 24,699 $ 108 $ 24,807 $ 4,374 $ 38,516
Africa........................... 13,020 13,020 2,392 3,850
Far East......................... 38,569 74 38,643 (2,107) 26,267
South America.................... 3,945 3,945 638 7,723
Eliminations..................... (182) (182)
-------- ------- -------- ------- --------
Totals...................... 80,233 80,233 5,297 76,356
United States.................... 37,476* 3,639 41,115* (908) 49,035
Eliminations..................... (3,639) (3,639)
-------- ------- -------- ------- --------
Totals...................... 117,709 117,709 4,389 125,391
Other............................ (184)
Corporate, general and
administrative expenses........ (2,583)
Interest......................... (1,217)
Income taxes..................... (1,609)
Investments in 50% or less-owned
companies and joint ventures... (54) 254
Corporate assets................. 355
-------- ------- -------- ------- --------
Totals...................... $117,709 $ $117,709 $(1,258) $126,000
======== ======= ======== ======= ========
</TABLE>

- ---------------

* Includes export sales of $10,138.

During 1993, United States, Europe & Middle East, Africa and Far East
revenues include sales to two clients which accounted for 16% and 11% of total
revenues. Depreciation and amortization expense was $2,345,000 for Europe &
Middle East, $230,000 for Africa, $2,209,000 for Far East, $140,000 for South
America and $4,678,000 for United States. Capital expenditures were $21,310,000
for Europe & Middle East, $275,000 for Africa, $4,295,000 for Far East,
$3,692,000 for South America and $10,809,000 for United States.

12. ISSUANCE OF COMMON STOCK

See Note 19 relating to the Reverse Split consummated on January 17, 1995.

In December 1992, the Company sold, in an underwritten public offering,
5,456,900 shares of pre-Reverse Split common stock at $4.25 per share. The
Company incurred approximately $2,104,000 of issuance costs in conjunction with
the offering and these costs have been charged to additional paid-in capital.

See also Notes 9 and 16 relating to the issuance of pre-Reverse Split
common stock for the purchase of GFS Company and investment in FSU joint
ventures.

On June 6, 1995, 850,000 shares of treasury stock were sold to an
institutional investor at a price of $4.6875 per share. See Note 15.

37
<PAGE> 40

DIGICON INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

13. CERTAIN TRANSACTIONS

During fiscal 1994, the Company entered into two credit facilities with
shareholders SOROS Capital L.P., CCF Jupiter L.P. and Jupiter Management Co.,
Inc. (collectively, "the Lenders"). In November 1993, the Company executed a
secured term loan agreement with the Lenders which provided loans totaling
$3,386,000. The loans were repaid in full in April 1994, and the facility was
terminated. In July 1994, the Company executed a second secured loan agreement
with the Lenders providing up to $3,000,000 of advances. See Note 2. The second
facility was repaid in full in June 1995. In connection with the second
facility, the Lenders received warrants to purchase the Company's common stock.
See Note 8. During the fiscal year ended July 31, 1995 and 1994, $376,000 and
$206,000, respectively, was paid to the Lenders as interest and fees under the
two facilities.

In fiscal 1995 and 1994, the Company performed certain data acquisition,
processing, marketing and training services for various co-venturers and
recorded sales in the amount of $1,633,000 and $1,279,000, respectively. At July
31, 1995 and 1994, there was approximately $300,000 and $310,000, respectively,
in outstanding receivables related to these transactions.

The Company sold certain assets during July 1994 to Caspian Geophysical, a
joint venture in which the Company had an indirect 10% interest, for a note
receivable payable in 36 monthly installments of $41,667 with an imputed
interest rate of 10%. The net gain recorded after eliminating intercompany
profits was $148,000. The note receivable was repaid in June 1995 as a result of
the sale of the Company's interest in the joint venture. See Note 16.

14. EMPLOYEE STOCK PURCHASE

In July 1991, the Company authorized 707,547 shares of pre-Reverse Split
common stock for sale to its employees at a price of $2.12 per share. Employee
purchases were voluntary and the stock was fully subscribed at the Closing Date.
On the Closing Date, the Company issued the stock to the employees upon receipt
of cash in an amount of par value. At the employee's option, the remaining
purchase price could be paid in cash on the Closing Date or by payroll
deductions over a period of 24 months.

At July 31, 1992, agreements in the amount of $48,000 were outstanding and
in accordance with Staff Accounting Bulletin No. 40, Topic 4-E were excluded
from additional paid-in capital. As of July 31, 1993, all proceeds due under the
agreements had been received and are included in additional paid-in capital.

15. SUBSEQUENT EVENTS

In September 1995, the Company sold its 858,497 shares of treasury stock to
a group of institutional investors at a price of $4.6875 per share for total
cash proceeds of $4,024,204.

16. INVESTMENT IN FSU JOINT VENTURES

During the year ended July 31, 1994, the Company entered into a joint
venture agreement with MD Seis International Ltd. to perform geophysical
services in the former Soviet Union ("FSU"). In connection with the agreement,
the Company placed 5,431,615 shares of its pre-Reverse Split common stock in
escrow to be distributed in stages upon the execution and completion of certain
conditions.

The first stage was completed on April 1, 1994 and the Company exchanged
3,072,950 shares of pre-Reverse Split common stock valued at $2.375 per share,
or $7,298,256, and a $1,000,000 cash commitment in return for interests in
certain jointly owned companies. The second stage of the agreement was completed
on August 25, 1994, and the Company increased its ownership interest in certain
of these companies by exchanging 2,052,543 shares of pre-Reverse Split common
stock valued at $1.125 per share, or $2,309,111, and an additional $2,000,000
cash commitment. In addition, the Company agreed to guarantee certain

38
<PAGE> 41

DIGICON INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

liabilities of the joint ventures. After adjustment for the Reverse Split
consummated on January 17, 1995, MD Seis owned 1,708,497 shares of common stock.

The investments were being accounted for under the equity method. The FSU
joint ventures generated total revenues of approximately $6,994,000 and $300,000
and net losses of approximately $2,954,000 and $921,000 during the years ended
July 31, 1995 and 1994, respectively. The Company's share of net losses was
approximately $1,477,000 and $391,000 during the years ended July 31, 1995 and
1994, respectively. The excess purchase price over the fair value of the net
assets acquired in the amount of $9,292,000 was being amortized over a 20 year
period. Amortization expense for the years ended July 31, 1995 and 1994 was
$392,000 and $100,000, respectively.

On June 6, 1995, the Company sold its interests in the joint ventures for
$6,000,000 in cash and the return of the 1,708,497 shares of the post-Split
common stock owned by MD Seis (valued at $5.125 per share). In addition, the
Company received $2,992,144 in short-term notes, which were collected on July
31, 1995, representing payments for equipment sold and a return of amounts
previously advanced to the joint ventures and is entitled to receive royalties
of up to $1,500,000 based on future sales of speculative data currently being
acquired by the joint ventures. The net effect of these transactions was a gain
of $4,370,000.

17. RESTRUCTURING CHARGES AND EXIT COSTS

In response to operating losses in certain markets which adversely impacted
the Company's liquidity during the year ended July 31, 1994, management made a
decision to restructure its operations and revalue certain assets in April 1994,
including plans to close the Indonesian processing center, and accordingly
incurred $9,116,000 in total expenses relating to such decision. Costs of
$1,230,000 are included in cost of services and include non-recurring expenses
associated with certain contract liabilities. Also included in the $9,116,000 is
$6,523,000 for the write-off/reserve for the impairment of assets to their net
realizable value. A portion of the write-off pertains to marine ($2,437,000) and
land ($552,000) acquisition assets related to decommissioned marine vessels and
stacked land crews. The write-off/reserve for impairment of assets also includes
the write-down of certain other marine and land acquisition assets that were not
a direct result of the restructuring program ($1,048,000). In addition, the
Company wrote down data processing equipment ($2,056,000), particularly in the
Far East, based on the declining market and the plan to close the Indonesian
processing center, and Indonesian proprietary data ($430,000), since the
Company's license to sell such data will not be extended by the Indonesian
government. The remaining costs are restructuring charges of $1,363,000 of which
$1,226,000 relates to severance costs for a reduction in the Company's workforce
of 122 employees and $137,000 relates to office restoration expenses in the
Indonesian processing center. Employees to be terminated are from the processing
centers (including the Indonesian center), marine and land crews, marine
support, manufacturing, research and development and corporate groups. The
Company accrued an additional $450,000 of severance costs for 37 employees and
$350,000 in lease obligations in the Indonesian processing center during the
year ended July 31, 1995. As of July 31, 1995, 119 employees have been
terminated and $1,061,000 in severance costs have been paid. The Company
estimates that all remaining liabilities in the amount of $1,102,000 will be
paid during fiscal 1996.

18. SALE OF INVENTORIES, ASSETS AND TECHNOLOGIES

On August 31, 1994, the Company entered into a series of agreements with
Syntron, Inc. ("Syntron") that provided for the sale of certain assets,
inventories, and technologies by the Company to Syntron and the assumption of
certain liabilities by Syntron. The sale price was $7,500,000 payable in cash of
$3,000,000 and $4,500,000 in credits to be applied against future purchases from
Syntron by the Company. The agreements also provide that for a period of three
years, Syntron will be the sole supplier to the Company of certain acquisition,
monitoring, and recording equipment that is competitively priced, deliverable on
a timely basis and is technologically competitive. In addition, the Company has
agreed to lease back certain marine and land

39
<PAGE> 42

DIGICON INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

recording equipment from Syntron for a period of up to 36 months with minimum
lease terms ranging from 7 1/2 to 17 1/2 months. The difference between the sale
price and the net book value of the net assets sold after discounting the
credits by 2 1/2% was a $1,001,000 gain which is being recognized on a pro rata
basis over the minimum lease terms as a reduction in rental expense. Unused
credits in the amount of $1,210,000 and $857,000 are included in accounts and
notes receivable and other assets, respectively, at July 31, 1995.

19. REVERSE STOCK SPLIT

On December 14, 1994, shareholders approved a one for three reverse stock
split (the "Reverse Split") to holders of record on January 17, 1995, with no
change in par value. On January 17, 1995, there were 33,404,816 shares of common
stock outstanding which were converted into 11,134,939 shares of post-Reverse
Split common stock. The net effect of these transactions was a charge to common
stock and a credit to additional paid-in capital of approximately $223,000.

On January 17, 1995, there were 1,363,637 publicly traded common stock
purchase warrants expiring on July 5, 1996 with an exercise price of $6.00 per
share. In connection with the Reverse Split and as required by the American
Stock Exchange, the publicly traded warrants were converted, effective January
17, 1995, into approximately 454,545 post-Reverse Split common stock purchase
warrants with an exercise price of $18.00. Also on January 17, 1995, there were
340,000 common stock purchase warrants expiring on June 29, 1997 with an
exercise price of $2.00 per share which were adjusted in connection with the
Reverse Split to represent 113,333 shares of post-Reverse Split common stock
issuable upon exercise of these warrants at an exercise price of $6.00.
Additionally, there were 1,975,000 and 600,000 shares of pre-Reverse Split
common stock authorized under the 1992 Employee Nonqualified Stock Option Plan
and 1992 Non-Employee Director Stock Option Plan, respectively. In connection
with the Reverse Split, these authorized shares were decreased to 658,333 and
200,000 authorized shares of post-Reverse Split common stock under the Employee
Plan and Director Plan, respectively, and the new exercise prices were tripled.

40
<PAGE> 43

DIGICON INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

20.SELECTED UNAUDITED QUARTERLY FINANCIAL DATA

FOR THE YEARS ENDED JULY 31, 1995 AND 1994
(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)(*)

<TABLE>
<CAPTION>
YEAR ENDED JULY 31, 1995
--------------------------------------------
1ST 2ND 3RD 4TH
QUARTER QUARTER QUARTER QUARTER
------- ------- -------- -------
<S> <C> <C> <C> <C>
Revenues........................................... $32,000 $30,266 $ 34,448 $35,855
Operating expense:
Cost of services................................. 25,008 22,701 27,767 30,436
Restructuring.................................... 800
Depreciation and amortization...................... 3,393 3,453 3,469 3,448
Selling, general and administrative................ 1,106 1,058 1,244 1,020
Income before provision for income taxes........... 1,334 1,146 509 1,822
Net income......................................... 607 829 479 863
Net income per share of common stock(*)............ .06 .07 .04 .08
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED JULY 31, 1994
--------------------------------------------
1ST 2ND 3RD 4TH
QUARTER QUARTER QUARTER QUARTER
------- ------- -------- -------
<S> <C> <C> <C> <C>
Revenues........................................... $32,274 $30,475 $ 25,463 $29,766
Operating expense:
Cost of services................................. 26,305 25,708 24,968 24,329
Restructuring.................................... 1,363
Write-off/reserve for impairment of assets......... 6,523
Depreciation and amortization...................... 3,374 3,560 3,541 3,283
Selling, general and administrative................ 1,080 1,716 1,438 867
Income (loss) before provision for income taxes.... 956 (735) (13,210) 84
Net income (loss).................................. 717 (982) (13,688) (473)
Net income (loss) per share of common stock(*)..... .08 (.10) (1.40) (.05)
</TABLE>

- ------------

(*) Reported quarterly earnings (loss) per share is based on each quarter's
weighted average shares outstanding. The quarters may not total to the
reported annual earnings (loss) per share due in part to fluctuations in
common shares outstanding. Weighted average shares for all periods presented
have been restated for the Reverse Split consummated on January 17, 1995.
See Note 19.

41
<PAGE> 44

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information required by this item is incorporated by reference to the
material appearing under the heading "Election of Directors" in the Proxy
Statement for the 1995 Annual Meeting of Stockholders.

ITEM 11. EXECUTIVE COMPENSATION

Information required by this item is incorporated by reference to the
material appearing under the heading "Executive Compensation" in the Proxy
Statement for the 1995 Annual Meeting of Stockholders.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information required by this item is incorporated by reference to the
material appearing under the heading "Election of Directors" and "Certain
Stockholders" in the Proxy Statement for the 1995 Annual Meeting of
Stockholders.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information required by this item is incorporated by reference to the
material appearing under the heading "Other Information" in the Proxy Statement
for the 1995 Annual Meeting of Stockholders.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
NUMBER
---
<S> <C>
Independent Auditors' Report........................................................... 19
Consolidated Statements of Operations For the Three Years Ended July 31, 1995.......... 20
Consolidated Balance Sheets -- July 31, 1995 and 1994.................................. 21
Consolidated Statements of Cash Flows For the Three Years Ended July 31, 1995.......... 22
Consolidated Statements of Changes in Stockholders' Equity For the Three Years Ended
July 31, 1995........................................................................ 24
Notes to Consolidated Financial Statements............................................. 25
</TABLE>

CONSOLIDATED FINANCIAL SCHEDULES

Schedules are omitted for the reason that they are not required or are not
applicable, or the required information is shown in the financial statements or
the notes thereto.

Individual financial statements of 50% or less-owned persons accounted for
by the equity method have been omitted because such 50% or less-owned persons,
considered in the aggregate as a single subsidiary, would not constitute a
significant subsidiary.

FORM 8-K REPORTS DURING THE QUARTER ENDED JULY 31, 1995

Form 8-K Report was filed as of June 6, 1995 with respect to the sale of
the Company's joint venture interests in the former Soviet Union.

42
<PAGE> 45

SIGNATURES

Pursuant to the requirements of Sections 13 or 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, on the 24th day of
October, 1995.

DIGICON INC.

By: Douglas B. Thompson

--------------------------------------
Douglas B. Thompson
(Chairman of the Board)

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons and in the capacities
indicated on the 24th day of October, 1995.

<TABLE>
<S> <C>
By: Edward R. Prince, Jr. By: Stephen J. Ludlow
------------------------------------ ------------------------------------
Edward R. Prince, Jr. Stephen J. Ludlow
(Director) (President, Chief Executive Officer
and Director)

By: George F. Baker By: Richard W. McNairy
------------------------------------ ------------------------------------
George F. Baker Richard W. McNairy
(Director) (Chief Financial Officer)

By: James B. Clement By: Charles H. Ackerman
------------------------------------ ------------------------------------
James B. Clement Charles H. Ackerman
(Director) (Principal Accounting Officer)

By: Clayton P. Cormier By: Douglas B. Thompson
------------------------------------ ------------------------------------
Clayton P. Cormier Douglas B. Thompson
(Director) (Director)

By: Steven J. Gilbert By: Jack C. Threet
------------------------------------ ------------------------------------
Steven J. Gilbert Jack C. Threet
(Director) (Director)

</TABLE>

47
<PAGE> 46

EXHIBIT INDEX

EXHIBIT
- -----------
<S> <C>
3-A) -- Restated Certificate of Incorporation (with Amendments) of Digicon Inc.
dated December 17, 1992. (Exhibit 3-A to Digicon's Annual Report on Form
10-K for the year ended July 31, 1994.)
3-B) -- Certificate of Ownership and Merger of New Digicon Inc. and Digicon Inc.
(Exhibit 3-B to Digicon's Registration Statement No. 33-43873, dated
November 12, 1991, is incorporated herein by reference).
3-C) -- By-laws of New Digicon Inc. dated June 24, 1991 (Exhibit 3-I to
Digicon's Form 10-K Report for the year ended July 31, 1991, is
incorporated herein by reference).
3-D) -- Certificate of Amendment of Certificate of Incorporation of Digicon Inc.
dated February 6, 1992. (Exhibit 3-D to Digicon's Annual Report on Form
10-K for the year ended July 31, 1994.)
4-A) -- Specimen Digicon Inc. common stock certificate (Exhibit 4.1 to Digicon's
Amendment No. 3 to Registration Statement No. 33-40197, dated June 7,
1991, is incorporated herein by reference).
10-A) -- Employment Agreement dated September 1, 1992, between Digicon Inc. and
Edward R. Prince, Jr. (Exhibit 10-A to Digicon's Amendment No. 3 to
Registration Statement No. 33-54384, dated December 17, 1992).
10-B) -- Employment Agreement dated September 1, 1992, between Digicon Inc. and
Larry E. Lenig, Jr. (Exhibit 10-B to Digicon's Amendment No. 3 to
Registration Statement No. 33-54384, dated December 17, 1992).
10-C) -- Employment Agreement dated as of May 19, 1988, by and between Digicon
Inc. and David R. Steetle as supplemented by letter agreements dated
January 5, 1990 and June 12, 1990. (Exhibit 10-C to Digicon's
Registration Statement No. 33-43873, dated November 12, 1991).
10-D) -- Employment Agreement dated October 29, 1992, between Digicon Inc. and
Stephen J. Ludlow (Exhibit 10-D to Digicon's Amendment No. 3 to
Registration Statement No. 33-54384, dated December 17, 1992).
10-E) -- Salary Continuation Agreement executed by Nicholas A. C. Bright, Richard
W. McNairy and Allan C. Pogach. (Exhibit 10-E to Digicon's Annual Report
on Form 10-K for the year ended July 31, 1994.)
10-F) -- Registration Rights Agreement dated June 7, 1991, by and among Digicon,
Quantum Fund N.V., Jupiter & Associates, ATID II Investors Limited
Partnership and certain holders of common stock. (Exhibit 10-F to
Digicon's Registration Statement No. 33-43873, dated November 12, 1991).
10-G) -- Warrant Agreement (Exhibit 10.20 to Digicon's Amendment No. 5 to
Registration Statement No. 33-40197, dated June 21, 1991, is
incorporated herein by reference).
10-H) -- Funding and Stockholders' Agreement dated as of April 9, 1991 (Exhibit
10.23 to Digicon's Amendment No. 3 to Registration Statement No.
33-40197, dated June 7, 1991, is incorporated herein by reference).
10-I) -- Note Purchase Agreement dated June 29, 1992, between Digicon and
Hanseatic Corporation, as Agent. (Exhibit 10-O to Digicon's Annual
Report on Form 10-K for the year ended July 31, 1992).
10-J) -- Warrant Agreement dated June 29, 1992, between Digicon and Hanseatic
Corporation, as Agent. (Exhibit 10-P to Digicon's Annual Report on Form
10-K for the year ended July 31, 1992).
</TABLE>

<PAGE> 47

EXHIBIT
- -----------
<S> <C>
10-K) -- Registration Rights Agreement dated June 29, 1992, between Digicon and
Hanseatic Corporation, as Agent. (Exhibit 10-Q to Digicon's Annual
Report on Form 10-K for the year ended July 31, 1992).
10-L) -- Memorandum of Agreement dated August 13, 1992, between Digicon and Mobil
Tankships (U.S.A.) with respect to the purchase and sale of the M/V
MOBIL SEARCH. (Exhibit 10-R to Digicon's Annual Report on Form 10-K for
the year ended July 31, 1992).
10-M) -- Asset Purchase Agreement dated August 31, 1994, between Syntron, Inc.
and Digicon Geophysical Corp., Euroseis, Inc., Digicon/GFS Inc., and
Digicon Inc. (Exhibit 10-M to Digicon's Annual Report on Form 10-K for
the year ended July 31, 1994.)
10-N) -- Loan and Security Agreement dated April 11, 1994, between Foothill
Capital Corporation and Digicon Inc., Digicon Geophysical Corp.,
Digicon/GFS Inc., Digital Exploration Ltd. and Digicon Exploration Ltd.
(Exhibit 10-N to Digicon's Annual Report on Form 10-K for the year ended
July 31, 1994.)
10-O) -- Loan and Security Agreement dated July 26, 1994, between Digicon Inc.,
Digicon Geophysical Corp., Digicon/GFS Inc., Digital Exploration Ltd.
and Digicon Exploration, Ltd. and Soros Capital, L.P., CCF Jupiter L.P.
and Jupiter Management Co., Inc. (Exhibit 10-O to Digicon's Annual
Report on Form 10-K for the year ended July 31, 1994.)
10-P) -- Fixed Loan Agreement dated May 13, 1992, by and between P.T. Digicon
Mega Pratama and Lippobank. (Exhibit 10-W to Digicon's Amendment No. 3
to Registration Statement No. 33-54384, dated December 17, 1992).
10-Q) -- 1992 Employee Nonqualified Stock Option Plan. (Exhibit 10-S to Digicon's
Amendment No. 3 to Registration Statement No. 33-54384, dated December
17, 1992).
10-R) -- 1992 Non-Employee Director Stock Option Plan. (Exhibit 10-T to Digicon's
Amendment No. 3 to Registration Statement No. 33-54384, dated December
17, 1992.)
10-S) -- Stock Purchase Agreement dated June 6, 1995 by and among Digicon Inc.
and MD Seis International relating to the sale, by the Company, of its
interests in certain joint ventures established to pursue business
opportunities in the former Soviet Union. (Exhibit 10-a to Digicon's
Quarterly Report on Form 10-Q for the quarter ended April 30, 1995.)
*11) -- Computation of Income (Loss) Per Common and Common Equivalent Share.
*21) -- Subsidiaries of Registrant.
*27) -- Financial Data Schedule for the period ended July 31, 1995 (filed
electronically herewith).
</TABLE>

- ------------

* Filed herewith

<PAGE> 1

EXHIBIT 11

DIGICON INC. AND SUBSIDIARIES

COMPUTATION OF INCOME (LOSS) PER COMMON AND
COMMON EQUIVALENT SHARE
FOR THE YEARS ENDED JULY 31, 1995, 1994 AND 1993
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
YEARS ENDED JULY 31,
------------------------------------
1995 1994 1993
------- -------- -------
<S> <C> <C> <C>
PRIMARY INCOME (LOSS) PER SHARE:
Weighted average shares of common stock
outstanding(1)................................... 10,958 9,769 8,674
Shares issuable from assumed conversion of:
Warrants......................................... 7
Stock options.................................... 1
------- -------- -------
Weighted average shares outstanding, as adjusted.... 10,966 9,769 8,674
======= ======== =======
Primary income (loss) per share..................... $ .25(3) $ (1.48) $ (.15)
======= ======== =======
FULLY DILUTED INCOME (LOSS) PER SHARE:
Weighted average shares of common stock
outstanding(1)................................... 10,958 9,769 8,674
Shares issuable from assumed conversion of:
Warrants......................................... 7
Stock options.................................... 1
------- -------- -------
Weighted average shares outstanding, as adjusted.... 10,966 9,769 8,674
======= ======== =======
Fully diluted income (loss) per share............... $ .25(3) $ (1.48)(2) $ (.15)(2)
======= ======== =======
NET INCOME (LOSS) FOR PRIMARY AND FULLY DILUTED
COMPUTATION......................................... $ 2,778 $(14,426) $(1,258)
======= ======== =======
</TABLE>

- ---------------

(1) Weighted average shares of common stock outstanding for all periods have
been restated for a one for three reverse stock split consummated on January
17, 1995.

(2) This calculation is submitted in accordance with Item 601(b)11 of Regulation
S-K although warrants (see Note 8) and stock options issued under the
employee and non-employee director plans (see Note 6) had no dilutive
effect.

(3) This calculation is submitted in accordance with Item 601(b)11 of Regulation
S-K although not required by footnote 2 to paragraph 14 of APB Opinion No.
15 because warrants and options result in dilution of less than 3%.

<PAGE> 1

EXHIBIT 21

SUBSIDIARIES OF REGISTRANT

The following is a list of all subsidiaries of the Registrant at July 31,
1995, showing the percentage of voting securities owned by the Registrant or one
or more of its other subsidiaries:

<TABLE>
<CAPTION>
PERCENTAGE PERCENTAGE
OF VOTING OF VOTING
SECURITIES SECURITIES
STATE OR COUNTRY OWNED BY OWNED BY
CORPORATE NAME OF SUBSIDIARY OF INCORPORATION DIGICON INC. THE PARENT
- ---------------------------------------- --------------------- -------------------- --------------------
<S> <C> <C> <C>
Digicon Geophysical Corp................ Delaware 100%
Digicon Exploration, Ltd.............. Delaware 100%
Digicon Geophysical Limited(4)........ United Kingdom 49% (2)
Digicon Russia, Inc................... Delaware 100%
Infoshare Technology, Inc............. Texas 100%
Digicon/GFS Inc....................... Mississippi 100%
Digicon Nederland B.V................. Netherlands 100%
Digicon (Malaysia) Sdn. Bhd........ Malaysia 70%
Digicon Geophysical Limited(4)..... United Kingdom 51% (1)
Digicon (Asia) Sdn. Bhd............ Brunei 100%
Seismic Exploration (Nederland)
B.V.............................. Netherlands 100%
P.T. Digicon Mega Pratama........ Indonesia 80% (3)
Digicon de Venezuela C.A........... Venezuela 100%
Digicon (Canada) Inc............... Canada 100%
Digicon (Far East) Pte. Ltd........ Singapore 100%
Digital Exploration (Nigeria)
Limited.......................... Nigeria 60%
Seismic Company of America, Inc....... Delaware 100%
Euroseis, Inc...................... Delaware 100%
Digicon (Nigeria) Limited............... Nigeria 60%
Digicon Finance N.V..................... Netherlands Antilles 100%
</TABLE>

- ---------------

(1) The remaining 49% is owned by Digicon Geophysical Corp.

(2) The remaining 51% is owned by Digicon Nederland B.V.

(3) The Company has granted an option to the minority shareholder pursuant to
which such shareholder may increase his equity interest to 59% and reduce
the Company's interest to 41%.

(4) Formerly Digital Exploration Limited.

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM DIGICON
INC'S FORM 10-K FOR THE YEAR ENDED JULY 31, 1995 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH 10-K.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUL-31-1995
<PERIOD-START> AUG-01-1994
<PERIOD-END> JUL-31-1995
<CASH> 4,879
<SECURITIES> 0
<RECEIVABLES> 40,662
<ALLOWANCES> 703
<INVENTORY> 1,335
<CURRENT-ASSETS> 53,495
<PP&E> 109,712
<DEPRECIATION> 60,874
<TOTAL-ASSETS> 135,070
<CURRENT-LIABILITIES> 46,165
<BONDS> 25,243
<COMMON> 111
0
0
<OTHER-SE> 58,771
<TOTAL-LIABILITY-AND-EQUITY> 135,070
<SALES> 0
<TOTAL-REVENUES> 132,569
<CGS> 0
<TOTAL-COSTS> 127,758
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,142
<INCOME-PRETAX> 4,811
<INCOME-TAX> 2,033
<INCOME-CONTINUING> 2,778
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,778
<EPS-PRIMARY> .25
<EPS-DILUTED> .25

</TABLE>