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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MAY 31, 1999
OR
[ ] 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 1-13402
INPUT/OUTPUT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 22-2286646
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11104 WEST AIRPORT BLVD., STAFFORD, TEXAS 77477
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (281) 933-3339
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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COMMON STOCK, $0.01 PAR VALUE NEW YORK STOCK EXCHANGE
RIGHTS TO PURCHASE SERIES A PREFERRED STOCK NEW YORK STOCK EXCHANGE
(Title of Class) (Name of each exchange on which registered)
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Securities registered pursuant to Section 12(g) of the Act:
None
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. [ ]
Aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant at June 30, 1999 (for purposes of the
below-stated amount only, all directors, officers and 5% or more stockholders
are presumed to be affiliates):
$287,235,000
Indicate the number of shares outstanding of each of the registrant's classes of
Common Stock, as of the latest practicable date.
TITLE OF EACH CLASS NUMBER OF SHARES OUTSTANDING
OF COMMON STOCK AT JUNE 30, 1999
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COMMON STOCK, $0.01 PAR VALUE 50,663,858
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement for the Registrant's 1999 Annual
Meeting of Stockholders are incorporated by reference into Part III hereof.
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P A R T I
PRELIMINARY NOTE: IN THIS ANNUAL REPORT ON FORM 10-K, WE REFER TO INPUT/OUTPUT,
INC. AND ITS SUBSIDIARIES AS "WE", "OUR", "US", THE "COMPANY" OR "INPUT/OUTPUT",
UNLESS THE CONTEXT CLEARLY INDICATES OTHERWISE.
ITEM 1. BUSINESS
THE COMPANY
Input/Output is a leading designer and manufacturer of seismic data
acquisition products used on land, in transition zones (i.e. marshes and shallow
bays) and in marine environments. We believe that our I/O SYSTEMs have been the
most technologically advanced seismic data acquisition systems and are
particularly well suited for advanced three-dimensional ("3-D") data collection
techniques. Our principal customers are seismic contractors and major,
independent and foreign oil and gas companies around the world. See "Markets and
Customers".
Over the past five to ten years, improvements in drilling success rates
through the use of advanced seismic survey techniques, particularly 3-D
techniques, substantially increased the demand for seismic data. In addition,
advances in technology significantly reduced the size, weight, cost and power
requirements of seismic data acquisition systems and increased the quality and
quantity of data available to geoscientists, thereby improving the
cost-effectiveness of large-scale 3-D surveys. As a result, 3-D surveys
utilizing these advanced technologies have gained increasing acceptance in the
oil and gas industry as an exploration risk management tool. Moreover, 3-D
surveys are increasingly employed in field development and reservoir management
activities.
During fiscal 1999, demand for our products substantially deteriorated
resulting in significantly reduced net sales, a significant operating loss for
the fiscal year and pretax charges totaling $139.0 million ($94.5 million after
giving effect to income taxes) in the third and fourth quarters of fiscal 1999.
See "- Recent Developments" and Item 7. "Management's Discussion and Analysis
of Results of Operations and Financial Condition."
We offer a broad range of seismic data acquisition systems and related
equipment. On land, we offer the I/O SYSTEM 2000-TM- as well as vibrators, a
land energy source and geophones, which are acoustical receivers whose sole
purpose is to transform vibrations from substrata within the earth into
electrical signals, which are recorded by the I/O Systems. We also offer
transition zone systems in shallow water with marine versions of our land-based
recording systems.
Our marine data acquisition systems consist primarily of marine
streamers and shipboard electronics that collect seismic data in deep-water
environments. The systems feature 24-bit digital electronics inside the streamer
module, Company-manufactured hydrophones, digital filtering and other
components, and 12,000-meter streamer length capabilities. Other marine products
manufactured and sold by us include airguns and integrated shipboard navigation,
positioning, and data telemetry quality control systems. Following our November
1998 acquisition of DigiCourse, Inc. (see "- Recent Developments"), we expanded
our marine product
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portfolio to include the design and manufacturing of marine positioning
systems. These systems include instruments which control streamer cable
depth during towing; compasses and acoustical devices.
We believe that our future success will depend on our ability to
continue to introduce technological innovations by enhancing our existing
products and services to our customers, as well as by developing new products.
See "- Product Development" below.
RECENT DEVELOPMENTS
INDUSTRY CONDITIONS. During fiscal 1999, demand for our products
decreased significantly due to the deterioration in energy industry conditions
and, more specifically, in the seismic services sector. This deterioration
resulted from, among other things, a widespread downturn in exploration activity
due to a decline in energy prices from October 1997 through February 1999, and
consolidation among energy producers. Shipments of I/O SYSTEMs fell from 49
systems shipped in fiscal 1998 to 17 in fiscal 1999.
In particular, the following factors adversely impacted us in fiscal
1999:
- - Our principal customers, seismic service contractors, significantly
reduced their workforces and capital spending, resulting in decreased
sales opportunities for us;
- - The financial condition of certain of our customers deteriorated
significantly;
- - Many of our customers allocated their cash to fund multi-client seismic
surveys instead of proprietary seismic surveys; and
- - Destabilizing economies in developing markets forced our customers in
those areas to conserve their capital budgets.
OUR RESPONSE. We currently believe that industry conditions will
continue to adversely impact demand for our products during the next 12 months.
As a result, we began in fiscal 1999 implementing initiatives in response to the
downturn.
- - We have taken steps to lower our cost structure by closing certain
facilities and reducing our workforce. Since August 1998, when we reached
a peak of 1,435 total full-time employees, we have reduced our workforce
to 904 as of July 31, 1999, and plan to reduce the number of full-time
employees to approximately 800 by the end of August 1999.
- - We are eliminating obsolete products and ancillary parts due to reduced
demand for these older generation products and as a result of product
revisions in progress.
- - We began reorganizing into a divisional structure late in fiscal 1999.
The November 1998 acquisition of DigiCourse, Inc. expanded our marine
product line and significantly strengthened our marine equipment
manufacturing sales personnel and management. The product and personnel
added by the DigiCourse acquisition enabled us to begin reorganizing into
a marine division and a land division, with the ultimate objective of
being able to better address the special and often different needs of
marine customers and land customers.
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In addition, in May and August 1999 we strengthened our financial
position in order to better meet the challenges of the current downturn
through the issuance of $54.4 million of preferred stock to SCF-IV, L.P. See
Item 5. "Market for Registrant's Common Equity and Related Stockholder
Matters" and Item 7. "Management's Discussion and Analysis of Results of
Operations and Financial Condition". The proceeds from this capital infusion
will be used to fund our research and development projects, provide additional
working capital and for general corporate purposes. See Notes 7 and 18 of
Notes to Consolidated Financial Statements.
TECHNOLOGY DEVELOPMENT. In fiscal 1999, we introduced the I/O SYSTEM
2000-TM-, an upgrade for the I/O System TWO-Registered Trademark-, our seismic
acquisition system for land and transition zone environments. Features of the
I/O SYSTEM 2000-TM- include a lighter, smaller central electronics unit, a
more durable telemetry system, and an improved graphical user interface to
control acquisition, quality assurance and quality control operations. We
intend that the I/O SYSTEM 2000-TM- will eventually enable integration of our
cable and radio land seismic products.
We also completed, during fiscal 1999, three field tests of our
micro-machined digital sensor, known as the VectorSeis-TM- digital sensor. The
VectorSeis-TM- digital sensor is designed to enable cost-effective acquisition
of multi-component seismic data, thereby providing shear wave information in
addition to compression wave data. Because this potential product is still in
the development stage, its commercial feasibility and degree of commercial
acceptance is not yet known and cannot be predicted with any certainty. See
"- Product Development" below, and Item 7. "Management's Discussion and Analysis
of Results of Operations and Financial Condition. - Cautionary Statement for
Purposes of Forward-Looking Statements."
PRODUCTS
LAND DATA ACQUISITION SYSTEMS
A land I/O SYSTEM consists of a Central Electronics Unit containing a
number of modular components, which may vary depending upon customer
specifications, and multiple remote ground equipment modules, including Line
Taps and Remote Signal Conditioners (each designated as an "MRX", which
typically acquires six channels of analog seismic data). A typical system
consists of a Central Electronics Unit, 12 Line Taps, approximately 200-500 MRXs
and various accessories, although larger or smaller systems may be assembled.
Once a customer purchases a Central Electronics Unit, the customer can purchase
additional Line Taps, MRXs and accessory equipment to expand and modify a system
to fulfill specific requirements. In addition, a customer may transform an I/O
SYSTEM into two or more separate systems with the purchase of additional Central
Electronics Units.
In addition to the standard I/O SYSTEM components, several optional
components are available as accessory equipment. The Company manufactures most
of the components sold as a part of the I/O SYSTEM product line, and purchases
certain separate components for resale, including the operator console,
oscilloscope, printer and digital camera. Depending upon the system's
configuration, the price of a standard land I/O SYSTEM typically ranges from
$800,000 to $4.5 million. Larger and more complex systems can cost up to two
times this amount.
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CENTRAL ELECTRONICS UNIT
The Central Electronics Unit, which acts as the control center of the
I/O SYSTEM, consists of several components, which are typically mounted within a
vehicle or helicopter transportable enclosure. The Company can also package the
Central Electronics Unit to be portable for jungle and other difficult terrain
applications. The Central Electronics Unit receives digitized data from the
MRXs, stores the data on magnetic tape for subsequent processing and displays
the data on optional monitoring devices. The Central Electronics Unit also
controls the data collection parameters of the MRXs, as well as calibrates and
provides operating status analysis and tests all functions of the system.
REMOTE GROUND EQUIPMENT
The remote ground equipment of the I/O SYSTEM consists typically of
multiple Remote Signal Conditioners ("MRXs") and Line Taps positioned over the
survey area. Seismic signals from sensors called geophones are collected by the
MRXs, each of which handles the collection process for six channels of analog
seismic data. The MRX filters and digitizes the data, which is then transmitted
by the MRX via cable to a Line Tap. The Line Taps manage the seismic data
collection process on each seismic line, further organize the seismic data and
transmit this data and remote equipment operating status information via cable
to the Central Electronics Unit. The MRX automatically routes around cable
faults, thereby increasing crew productivity. In addition, the MRX provides high
quality data through its geophone performance capabilities.
In addition, our radio telemetry system ("RSR" recorder system) records
data across a variety of environments, including transition zones, marshes and
swamps, as well as mountain ranges, jungle and other land and transition zone
seismic environments. The RSR radio telemetry systems are radio controlled, and
utilize the same electronics as the MRX to record, process and digitize seismic
signals at the remote unit. However, instead of transmitting data back to the
Central Electronics Unit, the RSR stores the seismic data for later retrieval.
The RSR does not require cables for data transmission, since the information is
stored at the unit source.
OTHER I/O SYSTEM FEATURES
Menu-driven software incorporated into the Central Electronics Unit
allows a crew to quickly calibrate, test and verify the status of each MRX
deployed. The status of each cable, channel and MRX battery pack can also be
verified. The rapid deployment, remote testing and calibration capabilities can
significantly improve the productivity of seismic crews in the field.
Land-based seismic data acquisition systems require electrical power
and must be designed to operate in diverse environmental conditions. The I/O
SYSTEM 2000-TM- has the flexibility to power the MRX via cable from a central
power source or a rechargeable or solar powered battery pack. An MRX's battery
pack may be replaced without terminating or interrupting the MRX's operation.
The battery packs may also be monitored by the Central Electronics Unit during
actual field use to forecast usable time remaining for each battery.
A seismic crew may collect data from sound waves produced by one of
several energy sources. Historically, dynamite and other explosives have been
used. In recent years, large, truck-
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mounted earth vibrators have been used more frequently as energy sources. See
"- Other Products and Components - Vibrators" below. When non-explosive
energy sources are used, an optional component, the Correlator Stacker
Module, is added to the data acquisition system to correlate the seismic data
for further processing. The Correlator Stacker Module incorporates several
advanced noise control and editing programs to improve data quality and
resolution.
MARINE DATA ACQUISITION SYSTEM
Our marine data acquisition system consists primarily of marine
streamers and shipboard electronics that collect seismic data in deep-water
environments. Marine streamers, which contain electronic modules and cabling,
may measure up to 12,000 meters in length and are towed behind a seismic
acquisition vessel. Marine electronics include seismic and data telemetry
quality control systems and related software products, as well as electronics
for shipboard recording.
The marine systems feature 24-bit digital MSX modules, each of which
contain 16 channels of seismic data. This feature, along with utilization of
fiber-optic data transmission and titanium connectors and inserts, results in
reduced size and power consumption, and higher quality and reliability of
acquired marine seismic data, and permits a complete MSX system to record up to
7,680 channels.
OTHER PRODUCTS AND COMPONENTS
GEOPHONES AND HYDROPHONES. Geophones and hydrophones are seismic sensor
devices designed to detect acoustical energy reflected from the earth's
subsurface. The product line includes low distortion seismic sensors designed
for land (geophones), transition zone (marshphones) and marine (hydrophones)
environments. This product line includes a geophone checking technology as well
as three-component geophones that could be used in three-component 3-D seismic
recording. See "Product Development" below.
AIRGUNS. Airguns are the primary energy source used to initiate the
energy transmitted through the earth's subsurface which are subsequently
recorded as data signals in the marine environment. The Company's sleeve gun, a
specialized type of airgun, is suited for high resolution 3-D seismic data
collection because of its expanded frequency band. Additionally, the Company
offers an airgun source synchronizing system that can control up to 128 airguns
simultaneously, offering real time monitoring of airgun firings.
VIBRATORS. Vibrators are controlled mechanical devices used as a source
of seismic energy on land. Our vibrators can be supplied with seven different
vehicles (many of which are manufactured by us) and offer a maximum of 62,000
pounds of peak force. We believe that our vibrators are the only vibrators in
the industry to offer patented pre-load series, which significantly extends the
life of the vibrator and lowers the distortion of the sound source.
SOFTWARE. We acquired in fiscal 1998 the assets of Green Mountain
Geophysics, Inc. a developer of geophysical software used in seismic data
acquisition and processing. Green Mountain's primary software product is
Mesa-Registered Trademark-, a 3-D seismic data acquisition planning package.
This product is used by energy producers and seismic contractors to design
and execute
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a 3-D program to meet specific geophysical and economic requirements. A
second software product, Alpine-Regisetered Trademark- is used to track and
manage 3-D programs from the concept stage through data processing.
Millenium-Registered Trademark-, a third product, performs the initial data
processing stages of geometry qualifications and retraction statics. We also
acquired CompuSeis, Inc. during fiscal 1998, which we believe is an industry
leader in recording system integration. Since the acquisition, CompuSeis has
principally developed system integration software for the Company's I/O
SYSTEM 2000-TM-.
MARINE POSITIONING SYSTEMS. Following our November 1998 acquisition of
DigiCourse, Inc., we now offer marine positioning systems. These systems include
birds, which control streamer cable depth during towing, compasses, velocimeters
and acoustical devices. Marine positioning systems manufactured by DigiCourse
are located on most marine seismic vessels worldwide.
PRODUCT DEVELOPMENT
Our ability to compete effectively and maintain a leading market
position in the manufacture and sale of seismic data acquisition systems and
seismic instruments depends to a substantial degree upon continued technological
innovation. While the market for these products is characterized by continual
and rapid changes in technology, development cycles from initial conception
through product introduction tend to extend over several years. Since
introducing our first I/O SYSTEM in fiscal 1989, we have targeted a significant
amount of our annual budgeted expenditures for research and development
activities. These research and development expenditures have principally related
to the continued enhancement and evolution of the I/O SYSTEM product line and
basic research and development on other emerging technologies having potential
applicability to the seismic industry. See Item 6. "Selected Consolidated
Financial Data" and Item 7. "Management's Discussion and Analysis of Results of
Operations and Financial Condition." These efforts have resulted in the
development of numerous inventions, processes and techniques, a number of which
have been incorporated as enhancements to the I/O SYSTEM product line. See
"Intellectual Property" below.
We continued, in fiscal 1999, the evolution of our seismic system
product line, introducing improvements in functionality, increased operational
efficiencies and updated interfaces through the I/O SYSTEM 2000-TM-. Features of
the I/O SYSTEM 2000-TM- include a lighter, smaller central electronics unit, a
more durable telemetry system and an improved graphical user interface to
control acquisition, quality assurance and quality control operations. We intend
that the I/O SYSTEM 2000-TM- will eventually enable the integration of the
Company's cable and radio land seismic products.
Our primary research and development efforts are currently focused on
commercializing a land-based seismic data acquisition recording system
incorporating VectorSeis-TM- digital sensors for multi-component recording and
4-D data imaging. Historically, seismic acquisition methods recorded only one
component of seismic energy wave, the compression wave. In recent years,
advances in sensor (geophone) technology have enabled multi-component recording,
but the amount of equipment and labor necessary has prohibited this from
becoming a cost-effective method of seismic data acquisition. The VectorSeis-TM-
digital sensor uses three micro-machined accelerometers configured to measure
the complete seismic wave field, including compression
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and shear waves. Information from compression and shear waves can be used to
create better structural images of complex geological prospects and to infer
physical properties of rock structures, such as fracture density and
orientation, rock porosity and can provide an indication of whether or not
oil or gas may be present in a specific structure. We believe the reduced
equipment size, weight and power consumption of the VectorSeis-TM- digital
sensor relative to conventional technology will allow seismic crews to
operate in a more cost-effective manner. During fiscal 1999, we completed
three field tests of the VectorSeis-TM- digital sensor.
Our other research and development efforts include:
- - Developing telecommunication tools that will permit customers real-time
access to their remote crew operations and seismic data, and allow for
remote resource management, troubleshooting and training from a central
command center; and
- - Enhancing our geophysical software to shorten the amount of time from
seismic survey planning through pre-processing of seismic data.
Because these potential products are still in the development stage,
their commercial feasibility or degree of commercial acceptance, if any, is not
yet known. No assurance can be given concerning the successful development of
new products or enhancements, the specific timing of their release or their
level of acceptance in the market place. See Item. 7 "Management's Discussion
and Analysis of Results of Operations and Financial Condition. - Cautionary
Statement for Purposes of Forward-Looking Statements."
MARKETS AND CUSTOMERS
Our principal customers are seismic contractors, which operate seismic
data acquisition systems to collect data in accordance with their customers'
specifications or for their own seismic data libraries. In addition, the Company
markets and sells its products to major, independent and foreign oil and gas
companies, which typically specify seismic data acquisition program parameters
to contractors and consequently may stipulate use of the Company's equipment, or
may operate their own seismic crews. Western Atlas International, Inc. ("WAII"),
a subsidiary of Baker Hughes Incorporated, and its affiliates accounted for
approximately 33% of the Company's net sales in fiscal 1999. See Note 9 of Notes
to Consolidated Financial Statements.
A significant part of the Company's marketing efforts are focused on
areas outside the United States. Foreign sales are subject to special risks
inherent in doing business outside of the United States, including the risk of
war, civil disturbances, embargo and government activities, as well as risks of
compliance with additional laws, including tariff regulations and import/export
restrictions. The Company sells its products through a direct sales force
consisting of Company employees and through several international third-party
sales representatives responsible for key geographic areas. Sales personnel
generally have either oil and gas exploration or production expertise or
experience in selling advanced technology-based systems.
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During fiscal 1999, 1998 and 1997, approximately 41%, 35% and 43%,
respectively, of the Company's net sales were derived from sales to foreign
customers. See Note 9 of Notes to Consolidated Financial Statements for
information concerning geographic distribution of sales. Systems sold to
domestic customers are frequently deployed internationally. Company sales are
predominantly denominated in US dollars. From time to time, certain foreign
sales require export licenses.
The Company normally sells its systems and products to customers on
standard net 30-day terms. The Company has also provided financing arrangements
to customers by installment sales contracts under which the Company typically
retains a security interest in the products sold. See Item 7.- "Management's
Discussion and Analysis of Results of Operations and Financial Condition -
Liquidity and Capital Resources". The Company's installment sales contracts have
historically required a down payment of approximately 15-30% of the purchase
price, normally range in length from 24 to 48 months and bear interest at rates
ranging up to 13% per annum. The Company is in the process of adopting a more
conservative and restrictive credit policy. See Note 3 of Notes to Consolidated
Financial Statements.
In addition, the Company has previously financed a portion of its sales
through third parties by assigning its installment sales contracts to the
financing sources and guaranteeing the customer's repayment obligations. During
fiscal 1999, the Company was required to fulfill its obligations under certain
of these arrangements as a result of payment defaults by certain of its
customers. For the foreseeable future, the Company expects to rely less on these
or similar third-party sales financing techniques. See Item 7.- "Management's
Discussion and Analysis of Results of Operations and Financial Condition -
Liquidity and Capital Resources" and Notes 3 and 13 of Notes to Consolidated
Financial Statements.
During fiscal 1999, the Company's Product Purchase Agreement with WAII
expired by its terms and was not renewed. The agreement had provided that it
would terminate upon WAII's purchase of a total of $350 million in Input/Output
products, which occurred during the second quarter of fiscal 1999. In addition,
the Company's Preferred Supplier Agreement it entered into with Mitcham
Industries, Inc. in June 1998 was terminated during the fourth quarter of fiscal
1999. The agreement had obligated Mitcham Industries to purchase a minimum
dollar amount of Input/Output products over a five-year term. In return, the
Company had agreed not to lease certain of its products covered by the
agreement. As a result of its termination, the Company is currently evaluating
potential opportunities for leasing its current and future products.
MANUFACTURING
Our 110,000 square foot manufacturing facility in Stafford, Texas
houses our electronics assembly process and enables us to manufacture additional
products and components assembled previously by outside vendors. Our 240,000
square foot facility in Alvin, Texas houses our mechanical assembly processes,
which are more labor intensive than electronics assembly. Products produced in
the Alvin facility include vibrators, sleeve guns, land and marine cable and
marine streamers. See also Item 2. - "Properties". Upon completion of assembly,
our products undergo functional and environmental testing and final quality
assurance inspection.
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SUPPLIERS
The Company purchases a substantial portion of the electronic
components used in its systems and products. Although the Company has not
experienced supply or vendor quality control problems, there can be no assurance
that these problems will not arise in the future. Such problems, if incurred,
could significantly affect the Company's ability to meet production and sales
commitments. Certain items, such as integrated circuits, printed circuit
assemblies and the 24-bit analog-to-digital converters used in the I/O SYSTEMs
and hydrophones with water depth limiting capability used with marine seismic
cables, are purchased from sole source vendors. Although the Company attempts to
maintain an adequate inventory of these single source items, the loss of ready
access to any of these items could temporarily disrupt the Company's ability to
manufacture and sell certain products. Since the Company's components are
designed for use with these single source items, replacing the single source
items with functional equivalents could require a redesign of the Company's
components and costly delays could result.
COMPETITION
The market for seismic data acquisition systems and seismic
instrumentation is highly competitive and is characterized by continual and
rapid changes in technology. The Company's principal competitors for land
seismic equipment are, among others, Fairfield Industries; Geo-X Systems,
Limited; JGI, Incorporated; OYO Geospace Corporation; and Societe d'etudes
Recherches et Construction Electroniques ("Sercel"), an affiliate of Compagnie
General de Geophysique. Unlike the Company, Sercel possesses the advantage of
being able to sell to an affiliated seismic contractor. The Company's principal
marine seismic competitors are, among others, Bolt Technology Corporation;
GeoScience Corporation, an affiliate of Tech-Sym Corporation; Teledyne Brown
Engineering, an affiliate of Allegheny Teledyne Company; and Thomson Marconi
Sonar P/L.
We believe that technology has been the primary method of competition
in the industry, as oil and gas exploration and production companies demand
higher quality seismic data and seismic contractors require improved
productivity from their equipment and crews. The remaining principal competitive
factors in the industry are price and customer support services. During fiscal
1999, the price and customer support factors took precedence over technology as
demand for new seismic instrumentation substantially decreased. See "- Recent
Developments".
INTELLECTUAL PROPERTY
The Company relies on a combination of trade secrets, patents,
copyrights and technical measures to protect its proprietary hardware and
software technologies. Although the Company's patents are considered important
to its operations, no one patent is considered essential to the success of the
Company. Copyright and trade secret protection may be unavailable in certain
foreign countries in which the Company sells its products. In addition, the
Company seeks to protect its trade secrets through confidentiality agreements
with its employees and agents. The Company also owns a number of trademarks,
including I/O-Registered Trademark-, I/O SYSTEM ONE-Registered Trademark-
and I/O SYSTEM TWO-Registered Trademark-.
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REGULATORY MATTERS
Our operations are subject to numerous local, state and federal laws
and regulations in the United States and in foreign jurisdictions concerning the
containment and disposal of hazardous materials. We do not currently foresee the
need for significant expenditures to ensure continued compliance with current
environmental protection laws. Regulations in this area are subject to change,
and there can be no assurance that future laws or regulations will not have a
material adverse effect on us.
Additionally, our export activities are subject to extensive and
evolving trade regulation. Certain countries in which Input/Output's products
may be utilized are subject to trade restrictions, embargoes and sanctions
imposed by the US government. These restrictions and sanctions, generally
speaking, limit the Company from participating in or approving certain business
activities in those countries.
EMPLOYEES
At July 31, 1999, we had 904 full-time employees worldwide, 705 of
which were employed in the United States. We currently estimate that our total
employee headcount worldwide will be reduced to approximately 800 by the end of
August 1999. Our U.S. employees are not subject to any collective bargaining
agreement. We have never experienced a work stoppage and consider our relations
with our employees to be satisfactory.
ITEM 2. PROPERTIES
The Company's primary manufacturing facilities are as follows:
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Manufacturing Facility Square Footage
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Stafford, Texas* 110,000
Alvin, Texas* 240,000
Cork County, Ireland* 35,630 (1)
Norwich, England** 31,000 (2)
Voorschoten, The Netherlands** 30,000
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446,630
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* Owned
** Leased
(1) As part of its current facilities consolidation efforts, the Company is in
the process of relocating into a smaller leased facility (approximately
5,000 square feet) and intends to sell this facility.
(2) As part of its current facilities consolidation efforts, the Company is in
the process of vacating the majority of this lease space and intends to
retain approximately 5,000 square feet while attempting to sublease the
unoccupied space to third parties.
The Company's executive headquarters (utilizing approximately 55,000
square feet) are located at 11104 West Airport, Stafford, Texas and our research
and development headquarters (utilizing approximately 80,000 square feet) are
adjacent to the headquarters facility. Both
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facilities, along with the adjacent Stafford electronics manufacturing
facility, are owned by the Company and are mortgaged to secure long-term
facility indebtedness. The Company is in the process of combining all of its
personnel currently located in its executive headquarters and research and
development headquarters into the current research and development
headquarters, after which the Company intends to lease the vacant space in
the current executive headquarters to third parties. See Item 7.-
"Management's Discussion and Analysis of Results of Operations and Financial
Condition". The Company also leases an aggregate of 200,000 square feet of
additional warehouse and office space under short-term operating leases. The
machinery, equipment, buildings and other facilities owned and leased by the
Company are considered by management to be sufficiently maintained and
adequate for the Company's current operations.
ITEM 3. LEGAL PROCEEDINGS
The Company, along with one of its subsidiaries and two of its
executive officers, has been named a defendant in an action filed on December
28, 1998, in State District Court in Fort Bend County, Texas styled Geoview,
Inc., Geoview Services, Inc. and Ralph E. Clements vs. Input/Output, Inc., et
al. The plaintiffs' petition alleges a number of causes of action in tort and
contract arising out of a purchase of certain assets by a subsidiary of the
Company in 1996. The plaintiffs have claimed actual damages of $60 million and
exemplary damages of $180 million. The Company believes the claims alleged by
the plaintiffs are totally without merit and plans to vigorously defend against
the plaintiffs' claims.
In the ordinary course of business, the Company has been named in
other various lawsuits or threatened actions. While the final resolution of
these matters may have an impact on the Company's consolidated financial results
for a particular reporting period, management believes that the ultimate
resolution of these matters will not have a material adverse impact on the
Company's financial position, results of operations or liquidity.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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<PAGE>
P A R T II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
COMMON STOCK PRICES AND DIVIDEND INFORMATION. The Company's Common
Stock trades on the New York Stock Exchange ("NYSE") under the symbol "IO".
The following table sets forth the high and low last reported sales prices of
the Common Stock for the periods indicated, as reported on the NYSE composite
tape.
<TABLE>
<CAPTION>
PRICE RANGE
------------------------
PERIOD HIGH LOW
------ --------- --------
<S> <C> <C>
FISCAL 1999
Fourth Quarter.................... $ 8 9/16 $ 5 5/16
Third Quarter..................... 7 15/16 5 1/16
Second Quarter.................... 11 6 3/16
First Quarter..................... 21 11/16 9 3/8
FISCAL 1998
Fourth Quarter.................... $25 15/16 $21 1/16
Third Quarter..................... 31 1/8 17 1/4
Second Quarter.................... 32 15/16 21 3/8
First Quarter..................... 23 7/16 16 7/16
</TABLE>
The Company historically has not paid, and does not intend to pay in
the foreseeable future, cash dividends on its Common Stock. The Company
presently intends to retain earnings, if any, for use in its business, with any
future decision to pay cash dividends on Common Stock dependent upon its growth,
profitability, financial condition and other factors the Board of Directors may
deem relevant. See Item 7.- "Management's Discussion and Analysis of Results of
Operations and Financial Condition -- Liquidity and Capital Resources". The
Company is permitted to pay dividends on Common Stock as long as Series B
Preferred Stock dividends (see below) are current.
On June 30, 1999, there were 505 stockholders of record of Common Stock
and the Company believes that there were approximately 16,352 beneficial owners
of Common Stock as of such date. Except as discussed below or otherwise
disclosed in the Company's Quarterly Reports on Form 10-Q filed during fiscal
1999, the Company made no unregistered sales of its equity securities during
fiscal 1999.
ISSUANCE OF PREFERRED STOCK. On May 7, 1999, SCF-IV, L.P., a
Delaware limited partnership ("SCF-IV"), purchased, in a privately negotiated
transaction, 40,000 shares of Series B Preferred Stock, par value $0.01 per
share (the "Series B Preferred Stock"), issued by the Company. The
consideration paid by SCF-IV for this issuance was $40,000,000. The net cash
proceeds of approximately $39,452,000 will be used to fund the Company's
research and development projects, to provide additional working capital and
for general corporate purposes. The issuance of the Series B Preferred Stock
and the underlying shares of Common Stock was exempt from the registration
requirements of Section 5 of the Securities Act of 1933 in accordance with
Section 4(2) of that Act.
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<PAGE>
On August 3, 1999, SCF-IV notified the Company of its intent to
exercise its option to purchase an additional 15,000 shares of Series C
Preferred Stock, par value $0.01 per share (the "Series C Preferred Stock"),
under the option granted to SCF-IV by the Company in connection with the
purchase of the Series B Preferred Stock. On August 17, 1999, the Company
issued and sold the 15,000 shares of Series C Preferred Stock, resulting in
net proceeds to the Company of approximately $15.0 million; the net cash
proceeds are anticipated to be used for the same purposes as the proceeds
from the issuance of the Series B Preferred Stock. The purchase price payable
for the Series C Preferred Stock was $1,000 per share. In addition, within 18
months of the closing of the sale of the Series B Preferred Stock, the Company
may issue up to 20,000 additional shares of preferred stock ranking in parity
to the Series B and Series C Preferred Stock to other investors at a purchase
price of $1,000 per share. The Series C Preferred Stock has substantially the
same terms as the Series B Preferred Stock except that the denominated
conversion price for the Series C Preferred Stock will be $8.50 per share.
TERMS OF SERIES B PREFERRED STOCK. The holders of Series B Preferred
Stock are entitled to receive cumulative cash dividends of $10.00 per share,
per annum (1% of the liquidation preference) for each share of Series B
Preferred Stock. Each share of Series B Preferred Stock is entitled to a
liquidation preference of $1,000.00 per share, plus all accrued and unpaid
dividends.
The Series B Preferred Stock is convertible at the holder's option
after the first to occur of any of the following (the "Initial Conversion
Date"): (i) the third anniversary of the original date of issuance of such
Shares (the "Issue Date"), (ii) the approval by the Board of Directors of the
Company of an agreement relating to a Business Combination (as defined) or the
consummation of a Business Combination, (iii) a tender offer for Common Stock
is approved or recommended by the Board of Directors of the Company or (iv)
the redemption, repurchase or reacquisition by the Company of rights issued
pursuant to the Company's Stockholder Rights Plan or any waiver of the
application of the Company's Stockholder Rights Plan to any beneficial owner
other than SCF-IV or its affiliates (except as approved by SCF-IV's
representative on the Board of Directors of the Company). After the Initial
Conversion Date and prior to the Mandatory Conversion Date (defined below),
the holders of Series B Preferred Stock will be entitled to convert their
shares into a number of fully paid and nonassessable shares of Common Stock
per share equal to, at the option of the holder, one of, or if not specified
by the holder, at the greater of, the following (such amount being referred to
as the "Conversion Ratio"): (a) the quotient of $1,000.00 (plus any accrued
and unpaid dividends through the record date for determining stockholders
entitled to vote) divided by the denominated conversion price of $8.00 (as
adjusted from time to time in accordance with certain anti-dilution
provisions) or (b) the quotient of $1,000.00 increased at a rate of eight
percent per annum from the Issue Date, compounded quarterly, less the amount
of cash dividends actually paid through the applicable conversion date (the
"Adjusted Stated Value"), divided by the average market price for the Common
Stock during the ten trading day period prior to the date of conversion (the
"Conversion Ratio").
On the fifth anniversary of the Issue Date (the "Mandatory Conversion
Date"), each outstanding share of Series B Preferred Stock shall, without any
action on the part of the holder, be converted automatically into a number of
fully paid and nonassessable shares of Common Stock equal to the Conversion
Ratio, provided that a shelf registration statement to be filed with the
Securities and Exchange Commission covering those shares of Common Stock has
been declared effective.
13
<PAGE>
In the event of a conversion of Series B Preferred Stock pursuant to
which the Conversion Ratio is determined using clause (b) above, then, provided
that full cumulative dividends have been paid or declared and set apart for
payment upon all outstanding shares of Series B Preferred Stock for all past
dividend periods, the Company may redeem for cash up to 50% (or such greater
percentage as the holders shall agree) of the shares of Series B Preferred Stock
submitted for conversion at a redemption price per share equal to the Adjusted
Stated Value , in lieu of conversion.
For financial accounting purposes, based on the terms of the Series B
Preferred Stock, dividends will be recognized as a charge to retained earnings
at the rate of 8% per annum, compounded quarterly. Such preferred dividends will
reduce net earnings available to the common stockholders accordingly.
14
<PAGE>
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
The selected consolidated financial data set forth below with respect
to the Company's consolidated statements of operations for the five fiscal years
ended May 31, 1999, 1998, 1997, 1996 and 1995 and with respect to the Company's
consolidated balance sheets at May 31, 1999, 1998, 1997, 1996 and 1995 have been
derived from the Company's audited consolidated financial statements. This
information should be read in conjunction with Item 7 - "Management's Discussion
and Analysis of Results of Operations and Financial Condition" and the
consolidated financial statements of the Company and the notes thereto included
elsewhere in this Form 10-K. The Company's results of operations and financial
condition have been affected by acquisitions of businesses during the periods
presented below:
<TABLE>
<CAPTION>
Year Ended May 31,
--------------------------------------------------------------
1999 1998 1997 1996 1995
--------- -------- -------- -------- --------
STATEMENT OF OPERATIONS DATA: (In thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Net sales...................................... $ 197,415 $385,861 $281,845 $278,283 $134,698
Cost of sales.................................. 205,215 226,514 183,438 163,811 71,440
--------- -------- -------- -------- --------
Gross profit (loss) (1)................... (7,800) 159,347 98,407 114,472 63,258
--------- -------- -------- -------- --------
Operating expenses:
Research and development (2)................... 42,782 32,957 22,967 23,243 11,400
Marketing and sales............................ 14,193 14,646 13,288 12,027 6,789
General and administrative (3)................. 80,932 28,295 36,186 19,096 11,817
Amortization of intangibles (4)................ 16,247 6,008 4,551 4,305 1,331
--------- -------- -------- -------- --------
Total operating expenses.................. 154,154 81,906 76,992 58,671 31,337
--------- -------- -------- -------- --------
Earnings (loss) from operations................ (161,954) 77,441 21,415 55,801 31,921
Interest expense............................... (897) (1,081) (793) (2,515) (30)
Other income................................... 7,611 7,315 3,675 3,091 3,944
--------- -------- -------- -------- --------
Earnings (loss) before income taxes............ (155,240) 83,675 24,297 56,377 35,835
Income tax (benefit) expense................... (49,677) 26,776 7,700 17,700 11,335
--------- -------- -------- -------- --------
Net earnings (loss)............................ $(105,563) $ 56,899 $ 16,597 $ 38,677 $ 24,500
========== ======== ======== ======== ========
Basic earnings (loss) per common
share..................................... $ (2.17) $ 1.29 $ 0.38 $ 0.98 $ 0.68
========== ======== ======== ======== ========
Weighted average number of common
shares outstanding........................ 48,540 43,962 43,181 39,631 36,043
========== ======== ======== ======== ========
Diluted earnings (loss) per common
share..................................... $ (2.17) $ 1.28 $ 0.38 $ 0.95 $ 0.66
========== ======== ======== ======== ========
Weighted average number of diluted common
shares outstanding........................ 48,540 44,430 43,820 40,609 36,928
========== ======== ======== ======== ========
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
As of May 31,
---------------------------------------------------------
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA (END OF YEAR): (In thousands)
Working capital................................ $213,612 $245,870 $170,427 $165,225 $104,908
Total assets................................... 451,748 493,016 384,658 355,465 165,487
Short-term debt, including current
installments of long-term debt (5)........ 1,067 986 912 -- --
Long-term debt (5)............................. 8,947 10,011 11,000 -- --
Stockholders' equity (6)....................... 396,974 415,700 338,614 317,204 146,712
OTHER DATA:
Capital expenditures........................... $ 9,326 $ 6,960 $ 26,966 $ 10,240 $ 5,979
Depreciation and amortization.................. 20,776 16,816 12,558 10,152 3,570
</TABLE>
- ------------------
1. Fiscal year 1999 includes charges of $77.0 million. See Note 15 of Notes to
Consolidated Financial Statements for further information with respect to
the Company's charges.
2. Fiscal year 1999 includes charges of $1.1 million. See Note 15 of Notes to
Consolidated Financial Statements for information with respect to the
Company's charges.
3. Fiscal year 1999 includes charges of $53.2 million and fiscal year 1997
includes charges of $15.6 million. See Notes 15 and 16 of Notes to
Consolidated Financial Statements for information with respect to the
Company's charges.
4. Fiscal year 1999 includes charges of $7.7 million. See Note 15 of Notes to
Consolidated Financial Statements for information with respect to the
Company's charges.
5. See Notes 6 and 17 of Notes to Consolidated Financial Statements for
information with respect to the Company's indebtedness and certain
contingent obligations.
6. See Note 7 of Notes to Consolidated Financial Statements for information
with respect to the Company's changes in capital structure.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
The following discussion and analysis of the Company's results of
operations and financial condition should be read in conjunction with the
consolidated financial statements of the Company and the Notes thereto included
elsewhere in this Form 10-K.
ANNUAL RESULTS OF OPERATIONS
INTRODUCTION. The Company's net sales are directly related to the level
of worldwide oil and gas exploration activity and the profitability and cash
flows of oil and gas companies and seismic contractors, which in turn are
affected by expectations regarding the supply and demand for oil and natural
gas, energy prices and finding and development costs. Oil and gas supply and
demand and pricing, in turn, are influenced by numerous factors including, but
not limited to those described in "Cautionary Statement for Purposes of
Forward-Looking Statements" - "Continuation in Downturn in Energy Industry and
Seismic Services Industry Conditions Will Adversely Affect Results of
Operations", "Significant Payment Defaults under Sales Arrangements Could
Adversely Affect the Company" and "Risk from Significant Amount of Foreign Sales
Could Adversely Affect Results of Operations". During fiscal 1999, our financial
16
<PAGE>
performance was adversely impacted by the deterioration in energy industry
conditions and, more specifically, in the seismic service sector. This
deterioration resulted from, among other things, a widespread downturn in
exploration activity due to a decline in energy prices from October 1997 to
February 1999 and consolidation among energy producers. As a result, the
financial condition of certain customers weakened, capital spending by our
primary customers fell sharply and the majority of our customers idled some of
their seismic crews and equipment, or leased equipment to their competitors to
cover depreciation expenses and other costs. As a result of these conditions we
recorded significant operating losses and pre-tax charges totaling $139.0
million ($94.5 million after giving effect to income taxes, or $1.95 per share)
in the third and fourth quarters of fiscal 1999.
In response to these industry conditions, management for the Company
has concentrated on lowering its cost structure, consolidating its product
offerings and reorganizing into a divisional structure to allow increased
visibility and accountability of costs and more focused customer service and
product development. We are also revising our credit policies and implementing
other processes to better position the Company to manage through the industry
downturn and to minimize the effects of future industry volatility on our
business.
We currently believe that industry conditions will continue to
adversely impact demand for our products during the next 12 months and are
implementing initiatives in response to the downturn, described above and in
Item 1. " Business - Recent Developments". We estimate these initiatives will
result in additional charges during the first quarter of fiscal 2000 in the
range of $4-6 million. We also believe that these initiatives will better
position the Company to return to profitability once industry conditions
improve.
NET SALES
Net sales consisted primarily of seismic data acquisition system and
component sales. Net sales for fiscal 1999 were $197.4 million, a decrease of
$188.4 million, or 48.8%, compared to fiscal 1998 primarily due to the
significant decrease in demand attributable to historically low commodity
prices, energy industry consolidations, significant reductions in workforce and
capital spending by our customers, destabilizing economies in developing markets
forcing our customers in those areas to conserve their capital budgets and the
continued deterioration of the financial condition of certain customers.
Net sales for fiscal 1998 were $385.9 million, an increase of $104.0
million, or 36.9%, over fiscal 1997 due primarily to substantially increased
demand for, and sales of, land seismic data acquisition systems and related
components, compared to fiscal 1997.
GROSS PROFITS
The gross profit margin (loss) in fiscal 1999 decreased from 41.3% in
1998 to (4.0)% in fiscal 1999. The decrease is primarily due to charges totaling
$77.0 million incurred in the third and fourth quarters of fiscal 1999 for
inventory writedowns and charges for warranty reserves and other product related
contingencies. Excluding these charges, the Company's gross profit margin was
35.0% in fiscal 1999 as compared to 41.3% in fiscal 1998 due to competitive
pricing pressures as a result of the significant decrease in demand for seismic
equipment, offset in part
17
<PAGE>
by higher margins from sales of DigiCourse, Inc. products, acquired during
fiscal 1999. See also Notes 8 and 15 of Notes to Consolidated Financial
Statements.
The gross profit margins of the Company for 1998 increased from 34.9%
in fiscal 1997 to 41.3% in fiscal 1999, primarily due to the substantial
increase in land product sales, which featured higher gross profit percentages
than many of the Company's other products.
RESEARCH AND DEVELOPMENT
Fiscal 1999 research and development expenses were $42.8 million, an
increase of $9.8 million, or 29.8%, over fiscal 1998 primarily resulting from
expenses related to recent acquisitions, increased contract labor and outside
engineering services related to advanced systems design, and charges incurred in
the fourth quarter related to prototype development costs. Due to significantly
reduced sales levels, research and development expenditures totaled 21.7% of
sales during fiscal 1999, which is substantially higher than previous years'
research and development expenditures in actual dollars and as a percentage of
sales. Excluding fiscal 1999's charges, the Company's fiscal 1999 research and
development expenses were $41.7 million. See Notes 8 and 15 of Notes to
Consolidated Financial Statements.
Fiscal 1998 research and development expenses increased $10.0 million,
or 43.5%, from fiscal 1997, to $33.0 million. As a percentage of sales, fiscal
1998 expenses were consistent with fiscal 1997's expenses.
MARKETING AND SALES
Fiscal 1999 marketing and sales expenses were $14.2 million, a decrease
of $453,000, or 3.1%, compared to fiscal 1998 primarily resulting from decreased
internal and third party commissions on sales attributable to the significant
decline in sales, offset in part by increased expenses related to recent
acquisitions. See Note 8 of Notes to Consolidated Financial Statements.
Fiscal 1998 marketing and sales expenses increased $1.4 million, or
10.2%, over fiscal 1997 primarily due to increased third party agent commissions
on sales, offset in part by a decrease in convention/exhibition costs and
advertising expense that resulted in a decline in marketing and sales expenses
as a percentage of net sales.
GENERAL AND ADMINISTRATIVE
Fiscal 1999 general and administrative expenses were $80.9 million, an
increase of $52.6 million, or 186.0%, over fiscal 1998, primarily due to charges
of $53.2 million incurred in the third and fourth quarters of fiscal 1999 for
accounts and notes receivable allowance, impairment of long-lived assets, early
termination of a lease, restructuring costs and employee severances. Excluding
the fiscal 1999 charges, the Company's general and administrative expenditures
were $27.7 million, a decrease of $563,000, or 2.0%, compared to fiscal 1998.
See Note 15 of Notes to Consolidated Financial Statements.
18
<PAGE>
Fiscal 1998 general and administrative expenses decreased $7.9
million, or 21.8%, from the prior year to $28.3 million, primarily due to
charges of $15.6 million incurred in fiscal 1997, offset in part by increased
compensation expense, increased bad-debt allowance due to increased sales,
increased data processing expense and increased depreciation and
amortization. See Note 16 of Notes to Consolidated Financial Statements.
AMORTIZATION OF IDENTIFIED INTANGIBLES
Fiscal 1999 amortization of identified intangibles was $16.2
million, an increase of $10.2 million, or 170.4%, over fiscal 1998 primarily
due to charges of $7.7 million incurred in the third and fourth quarters of
fiscal 1999 due to the impairment of intangibles. Excluding the fiscal 1999
charges, the Company's amortization of identified intangibles was $8.5
million, an increase of $2.5 million, or 42.3%, over fiscal 1998 due to
increased intangible amortization resulting from recent acquisitions. See
Notes 8 and 15 of Notes to Consolidated Financial Statements.
Fiscal 1998 amortization of identified intangibles increased $1.5
million, or 32.0%, over fiscal 1997 primarily due to the amortization of
additional goodwill and intangibles related to the Company's two acquisitions
during fiscal 1998.
OPERATING INCOME
Earnings (loss) from operations were ($162.0) million, a decrease of
$239.4 million, or 309.1%, compared to fiscal 1998 primarily due to $139.0
million of charges incurred in the third and fourth quarters of fiscal 1999
discussed above. Excluding the fiscal 1999 charges, the Company's earnings
(loss) from operations was ($23.0) million, a decrease of $100.4 million, or
130%, compared to fiscal 1998 earnings from operations of $77.4 million,
primarily due to decreased sales and gross profit margins attributable to the
significant decrease in demand for seismic equipment and the increased
operating expenses. See Note 15 of Notes to Consolidated Financial Statements.
Earnings from operations increased $56.0 million, or 261.6%, in
fiscal 1998 to $77.4 million compared to $21.4 million in the prior year,
primarily due to increased sales, improved gross profit margin and the
absence of certain charges in fiscal 1998.
INTEREST EXPENSE
Interest expense was $897,000, a decrease of $184,000, or 17%. The
interest expense is attributed to the Company's ten-year-term facilities
financing. See Note 6 of Notes to Consolidated Financial Statements.
Interest expense increased $288,000 in fiscal 1998 compared to
fiscal 1997, primarily due to fiscal 1998 results' including a full year of
interest expense on the ten-year-term facilities financing completed in
August 1996. Interest expense in fiscal 1998 was $1.1 million.
19
<PAGE>
INCOME TAX EXPENSE
The effective tax rate for fiscal 1999, 1998 and 1997 was
approximately 32.0%, 32.0%, and 31.7%, respectively. See Note 1 and Note 10
of Notes to Consolidated Financial Statements.
In assessing the realizability of deferred income tax assets,
management considers whether it is more likely than not that some portion or
all of the deferred income tax assets will be realized. The ultimate
realization of deferred income tax assets is dependent upon the generation of
future taxable income during the periods in which those deferred income tax
assets become deductible. Management considers the scheduled reversal of
deferred income tax liabilities and projected future taxable income in making
this assessment. In order to fully realize the deferred income tax assets,
the Company will need to generate future taxable income of approximately $140
million over the next 20 years. Although the Company experienced a
significant loss in fiscal 1999, the Company's taxable income for the years
1996 through 1998 aggregated approximately $128 million. Based on the level
of historical income prior to fiscal 1999 and the Company's projections of
future taxable income over the periods that the deferred income tax assets
are deductible and the expiration date of the net operating loss
carryforward, management believes it is more likely than not that the Company
will realize the benefits of the deferred income tax assets, net of the
valuation allowance at May 31, 1999. The amount of deferred income tax asset
considered realizable, however, could be reduced in the near term if
estimates of future taxable income during the carryforward period are reduced.
LIQUIDITY AND CAPITAL RESOURCES
GENERAL. The Company has traditionally financed its operations from
internally generated cash; its working capital credit facilities, (see
"--Credit Agreement" below); and funds from equity financings. The Company's
cash and cash equivalents were $75.1 million at May 31, 1999, an increase of
$2.9 million, or 4%, as compared to fiscal 1998. The increase is primarily due
to the May 1999 sale of 40,000 shares of Series B Preferred Stock in a
privately negotiated transaction to SCF-IV L.P., for which the Company
received net proceeds of approximately $39.5 million. The increase in cash
attributable to the preferred stock offering and a reduction in accounts and
notes receivable was offset, in part by fiscal 1999 operating losses,
decreased accounts payable and accrued expenses, increased income tax payments
and increased inventory (prior to reserves).
Cash flows from operating activities before changes in working
capital items were a negative $10.9 million for the year ended May 31, 1999.
Cash flows from operating activities after changes in working capital items
were a negative $21.0 million for the year ended May 31, 1999, primarily due
to fiscal 1999 operating losses; decreases in levels of accounts payable and
accrued expenses due to the significant decline in business activity;
increased fiscal 1999 tax payments (attributable to certain foreign
subsidiaries settling prior year tax liabilities) and increases in inventory
levels (prior to reserves) due to reduced sales, offset in part by a decrease
in accounts and notes receivable attributable to the significant decline in
sales. Cash flows from operating activities in fiscal 1998 were $75.1
million. The Company's various working capital accounts can vary in amount
substantially from period to period depending upon the Company's levels of
sales, product mix sold, demand for its products, percentages of cash versus
credit sales, collection rates, inventory levels and general economic and
industry factors.
20
<PAGE>
Cash flows used in investing activities were $15.6 million for the
year ended May 31, 1999 compared to $18.3 million in the prior year. The
decrease in cash used in investing activities is primarily due to a decrease
in cash used for business acquisitions, offset in part by an increase in
expenditures for property, plant and equipment.
Cash flows from financing activities were $39.7 million for the year
ended May 31, 1999, compared to $12.9 million in fiscal 1998. The $26.8
million increase in cash provided by financing activities is primarily due to
the $39.5 million of net proceeds the Company received from the sale of
40,000 shares of Series B Preferred Stock to SCF-IV L.P. in May 1999, offset
in part by the significant decline in proceeds from the exercise of stock
options. See Note 7 of Notes to Consolidated Financial Statements.
In August 1996, the Company obtained a $12.5 million ten-year term
mortgage loan to finance the construction of its new electronics
manufacturing facility in Stafford, Texas. The loan is secured by the
Company's land, buildings and improvements housing its executive and research
and development headquarters as well as the adjacent manufacturing facility.
The mortgage loan bears interest at the fixed rate of 7.875% per annum and is
repayable in equal monthly installments of principal and interest of
$151,439. The promissory note contains certain prepayment penalties. As of
May 31, 1999, $10.0 million in indebtedness was outstanding under this
mortgage loan. See Note 6 of Notes to Consolidated Financial Statements.
Capital expenditures for property, plant and equipment totaled $9.3
million for fiscal 1999 and are expected to aggregate $29.5 million for
fiscal 2000, which includes $23.7 million of additions to the Company's
rental equipment fleet. The Company believes that the combination of its
existing working capital, current cash in place and access to other financing
sources will be adequate to meet its anticipated capital and liquidity
requirements for the foreseeable future.
CREDIT AGREEMENT. The Company was in violation of certain covenants
under its revolving Credit Agreement due to its fiscal 1999 third quarter
results of operations and requested a waiver from its lender. On March 16,
1999, the agent for the lenders delivered to the Company a Notice of Default
due to violation of two financial covenants. As of May 31, 1999, no amounts
of indebtedness for borrowed money were outstanding under the Company's
Credit Agreement. However, at that date, the Company had standby and
commercial letters of credit issued under the Credit Agreement outstanding in
the aggregate amount of $1.4 million which the Company has since secured with
certificates of deposit each having maturities of one month. The Company has
notified the agent, of its bank syndicate, of the Company's desire to cancel
the Credit Agreement and is in the process of terminating the credit facility
with its lenders. While the Company believes that it would be able to
negotiate a credit facility or facilities with similar lenders, the Company
believes that the terms currently available would not be as advantageous as
future terms may be when the Company may require a credit facility. The
Company does not anticipate the need for a credit facility at the present
time, but anticipates securing a facility or facilities in the future at a
time when the proposed terms are more likely to be advantageous for the
Company.
21
<PAGE>
YEAR 2000
Many currently installed computer systems and software products are
coded to accept only two-digit entries in the date code field and cannot
distinguish 21st century dates from 20th century dates. These date code
fields will need to distinguish 21st century dates from 20th century dates
and, as a result, many companies' software and computer systems may need to
be upgraded or replaced in order to comply with such "Year 2000"
requirements. The Company is currently working to resolve the potential
impact of the Year 2000 issue on the computerized systems it utilizes
internally, and with regard to its products, suppliers and customers. The
Company has adopted the British Standards Institute "Definition of the Year
2000 Requirements." BSI DISC PD 2000-1 states the following: "Year 2000
conformity shall mean that neither performance or functionality is affected
by dates prior to, during, and after the Year 2000." The Company has
developed two levels of readiness for its equipment. The Company's "Year 2000
Compliant" products will perform as per the British Standards Guidelines. The
Company's "Year 2000 Assessed" products have been assessed in the same manner
as "Year 2000 Compliant" products and issues found and determined by the
Company to be detrimental to the function of recording seismic data have been
addressed so that the Company believes that these products will function in
Year 2000 and after. As used herein, the terms "Year 2000 Compliant" or "Year
2000 Compliance" shall mean either "Year 2000 Compliant" and/or "Year 2000
Assessed" each as defined above.
STATE OF READINESS. The Company continues to carry out its Year 2000
compliance program for the hardware and software products sold by it, the
information technology systems used in its operations ("IT Systems"), and its
non-IT Systems or embedded technology, such as building security, voice mail
and other systems. The Company's Year 2000 compliance program covers the
following phases: (i) inventory of all products, IT Systems and non-IT
Systems; (ii) assessment of repair or replacement requirements; (iii)
planning and remediation; (iv) testing; and (v) implementation. The Company
has completed the inventory and assessment phases for its products, IT
systems and non-IT systems and is in the process of remediation on the IT and
non-IT systems and on those products identified for remediation. The
Company's program calls for completion of all phases by October 1, 1999.
As a result of its planned component testing, the Company decided
that some of its older products in the field, which it no longer manufactures
or sells, will not be made Year 2000 compliant and the Company will not offer
Year 2000 support for these products. These products are no longer covered by
the Company's product warranties. Other Company products, some of which
supersede or replace the discontinued products, either manufactured or in the
field, are already Year 2000 Compliant, or will be made Year 2000 Compliant
via remedial patches. These patches will be made available at no charge for
those products under warranty coverage and for sale for those products that
are no longer under warranty. The Company is in the process of contacting its
customers to inform them of the availability of the Year 2000 remedial
patches and encouraging them to upgrade. All products manufactured for sale
by the Company since January 1, 1999 have been tested to be Year 2000
Compliant.
The Company relies, both domestically and internationally, upon
various vendors, governmental agencies, utility companies, telecommunications
service companies, delivery service companies and other service providers,
the operations of which are outside of the
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Company's control. There is no assurance that such parties will not suffer a
Year 2000 business disruption, which could have a material adverse effect on
the Company's financial condition and results of operations.
COSTS. To date, the Company has not incurred any material
expenditures in connection with identifying, evaluating or remediating Year
2000 compliance issues. The Company has not retained an outside consultant to
assist it in its review and assessment of its Year 2000 issues. Most of its
expenditures to date have related to the opportunity cost of time spent by
employees of the Company in evaluating and remediating the Company's Year
2000 issues for its products, IT Systems and its non-IT Systems. Management
currently believes that Year 2000 expenditures will not have a material
adverse effect on the Company's operations, results of operations or
financial condition.
A portion of the Company's Year 2000 compliance expenditures
expected to be incurred relate to the Company's limited warranty coverage. As
of May 31, 1999, no specific amounts had been accrued to the warranty reserve
for such costs, as the Company had not been able to make a firm estimate of
such costs. However, the Company currently estimates that based on its
assessments to date, the Company's total estimated Year 2000
compliance-related expenses will be less than $500,000. This estimate
consists of estimated costs of bringing the Company's European IT systems
into Year 2000 Compliance, and anticipated product warranty expense.
RISKS. A survey was sent in November 1998 to customers, various
vendors, governmental agencies, utility companies, telecommunication service
companies, delivery service and other service companies concerning their Year
2000 compliance. Approximately 50% of the surveys sent have been returned and
all of the surveys received have indicated the recipient was already Year
2000 compliant or was currently carrying out a Year 2000 compliance program
and would be Year 2000 compliant by August 1999. The Company plans to send a
follow-up Year 2000 compliance survey to further verify the recipient's Year
2000 compliance status no later than the end of the first quarter of fiscal
year 2000.
CONTINGENCY PLAN. The Company is in the process of finalizing a Year
2000 contingency plan for its products, IT systems and non-IT systems. It is
anticipated the contingency plan will be completed in September 1999. In
addition, if further Year 2000 compliance issues are discovered, the Company
then will evaluate the need for one or more contingency plans relating to
those particular issues. Starting in December 1999, the Company will have a
24-hour hotline to assist in addressing Year 2000 compliance issues that the
Company's customers, vendors or personnel may encounter.
Due to the highly technical nature of the equipment manufactured and
sold by the Company, it is very subjective and difficult to predict a "worst
case" scenario if the products provided by the Company experience a pervasive
Year 2000 problem. The Company believes that if a pervasive Year 2000 product
problem did occur, it could result in a significant negative impact on the
Company's business reputation and future sales opportunities, which in turn
would have a material adverse effect on the Company's operations, results of
operations and financial position.
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RECENT ACCOUNTING PRONOUNCEMENTS. Statement of Financial Accounting
Standards No. 133, Accounting for Derivative Instruments and Hedging
Activities ("SFAS 133"), was issued by the Financial Accounting Standards
Board in June 1998. SFAS 133 standardizes the accounting for derivative
instruments, including certain derivative instruments embedded in other
contracts. Under the standard, entities are required to carry all derivative
instruments in the statement of financial position at fair value. The Company
will adopt SFAS 133 beginning in fiscal year 2002. The Company does not
expect the adoption of SFAS 133 will have a material effect on its financial
condition or results of operation because the Company does not enter into
derivative or other financial instruments for trading or speculative purposes
nor does the Company use or intend to use derivative financial instruments or
derivative commodity instruments.
OTHER FACTORS
MARKET CONDITIONS. Demand for the Company's products is dependent
upon the level of worldwide oil and gas exploration and development activity.
This activity in turn is primarily dependent upon oil and gas prices, which
have been subject to wide fluctuation in recent years. During fiscal 1999,
worldwide oil prices dropped to their lowest levels (inflation adjusted)
since 1986. Continuing low prices for hydrocarbon production have generally
resulted in lower exploration budgets by oil companies. Lower exploration
budgets during fiscal 1999 resulted in a severe reduction in demand for the
Company's seismic data acquisition equipment and services.
CREDIT RISK. A continuation of depressed prices for hydrocarbon
production and reduced demand for the services of the Company's customers
will further strain the revenues and cash resources of customers of the
Company, thereby resulting in a higher likelihood of defaults in the
customers' timely payment of their obligations under the Company's credit
sales arrangements. Increased levels of payment defaults with respect to the
Company's credit sales arrangements could have a material adverse effect on
the Company's results of operations.
In addition, during fiscal 1999 there was considerable turmoil and
uncertainty in foreign financial markets, prompted in a large part by the
economic and political problems experienced by a number of Asian countries.
The Russian ruble has been under significant pressure, requiring the Russian
government to raise interest rates substantially, and to seek special
assistance from the International Monetary Fund in order to defend its
currency. At the present time, it is not possible to predict whether the
Russian government will be successful in avoiding another devaluation of the
ruble, or when stability will return to its financial markets. Any further
devaluation of the ruble could exacerbate existing economic problems in
Russia. In addition, the Company sells its products to customers in Latin
America, which have also experienced economic problems and the effects of
devaluations within the last 12 months.
The Company's combined gross trade accounts receivable and trade
notes receivable balance as of May 31, 1999 from customers in Russia and
other Former Soviet Union countries was approximately $25.3 million and was
approximately $11.8 million from customers in Latin America. As of May 31,
1999 the total allowance for doubtful accounts (foreign and US) was $20.9
million and the allowance for loan loss was $28.8 million. In fiscal 1999,
$43.7 million was recorded for bad debt expense and loan losses related to
foreign and domestic receivables. All foreign receivables are denominated in
US dollars. To the extent that economic conditions in
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the Former Soviet Union, Latin America or elsewhere negatively affect future
sales to the Company's customers in those regions or the collectibility of
the Company's existing receivables, the Company's future results of
operations, liquidity and financial condition may be adversely affected.
In January 1999, the Company paid $1,661,000 to a creditor of a
Company customer in satisfaction of the Company's obligations under a
guaranty with respect to a defaulted equipment lease between the customer and
that creditor. The $1,661,000 was billed to the customer and this amount was
fully reserved as of May 31, 1999.
See "Note 17 - Commitments and Contingencies" of Notes to
Consolidated Financial Statements and "Cautionary Statement for Purposes of
Forward-Looking Statements - Continuation in Downturn in Energy Industry and
Seismic Services Industry Conditions Will Adversely Affect Results of
Operations," "- Significant Payment Defaults Under Sales Arrangements Could
Adversely Affect the Company" and "- Risk from Significant Amount of Foreign
Sales Could Adversely Affect Results of Operations".
CONVERSION TO THE EURO CURRENCY. On January 1, 1999, certain members
of the European Union established fixed conversion rates between their
existing currencies and the European Union's common currency, the euro. The
Company owns facilities and manufactures components for its systems in two
member countries. The transition period for the introduction of the euro is
between January 1, 1999 and June 30, 2002. The Company is addressing the
issues involved with the introduction of the euro. The more important issues
facing the Company include: converting information technology systems;
reassessing currency risk and processing tax and accounting records.
Based on its progress to date in reviewing this matter, and the fact
that all Company sales to customers are denominated in US dollars, the
Company believes that the introduction of the euro will not have a
significant impact on the manner in which it conducts its business affairs
and processes its business and accounting records. Therefore, conversion to
the euro should not have a material effect on the Company's financial
condition or results of operations.
CAUTIONARY STATEMENT FOR PURPOSES OF FORWARD-LOOKING STATEMENTS
Certain information contained in this Annual Report on Form 10-K
(including statements contained in Item 1. "Business", Item 3. "Legal
Proceedings" and Item 7. "Management Discussion and Analysis of Results of
Operation and Financial Condition"), as well as other written and oral
statements made or incorporated by reference from time to time by the Company
and its representatives in other reports, filings with the Securities and
Exchange Commission, press releases, conferences, or otherwise, may be deemed
to be forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934 and are subject to the "Safe Harbor"
provisions of that section. This information includes, without limitation,
statements concerning future results of operation, future revenues, future
costs and expenses, future margins and future writedowns and special charges;
anticipated product releases and technological advances; the future mix of
business and future asset recoveries; the realization of deferred tax assets;
contingent liabilities; the Company's Year 2000 issues and their resolution;
the inherent unpredictability of adversarial proceedings; and demand for the
Company's
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products, future capital expenditures and future financial condition of the
Company; energy industry and seismic services industry conditions; and world
economic conditions, including that in Former Soviet Union, Latin America and
Asian countries. These statements are based on current expectations and
involve a number of risks and uncertainties, including those set forth below
and elsewhere in this Annual Report on Form 10-K. Although the Company
believes that the expectations reflected in such forward-looking statements
are reasonable, it can give no assurance that such expectations will prove to
be correct.
When used in this report, the words "anticipate," "estimate,"
"expect," "may," "project" and similar expressions are intended to be among
the statements that identify forward-looking statements. Important factors
which could affect the Company's actual results and cause actual results to
differ materially from those results which might be projected, forecast,
estimated or budgeted by the Company in such forward-looking statements
include, but are not limited to, the following:
CONTINUATION IN DOWNTURN IN ENERGY INDUSTRY AND SEISMIC SERVICES
INDUSTRY CONDITIONS WILL ADVERSELY AFFECT RESULTS OF OPERATIONS. Demand for
the Company's products is dependent upon the level of worldwide oil and gas
exploration and development activity. This activity in turn is primarily
dependent upon oil and gas prices, which have been subject to wide
fluctuation in recent years in response to changes in the supply and demand
for oil and natural gas, market uncertainty and a variety of additional
factors that are beyond the control of the Company. Worldwide oil prices
declined from October 1997 and remained at lower levels through February
1999. Despite a recent recovery in commodity prices, oil producers fear of
low prices for hydrocarbon production resulted in lower exploration budgets
by oil companies, which has resulted in reduced demand for the Company's
seismic data acquisition equipment. Other factors which have negatively
impacted demand for Company products have been the weakened financial
condition of many of the Company's customers, consolidations among energy
producers, an over-supply of current-generation seismic equipment and the
destabilized economies in many developing countries. See Item 1. "Business".
Despite relatively higher prices for oil and natural gas in recent months, it
is expected that any turnaround for the seismic equipment market will occur
later than for other sectors of the energy services industry. It is
impossible to predict the length of the downturn for the seismic equipment
market or future oil and natural gas prices with any certainty. A further
prolonged downturn in market demand for the Company's products will have a
material adverse effect on the Company's results of operation and financial
condition. No assurances can be given as to future levels of worldwide oil
and natural gas prices, the future level of activity in the oil and gas
exploration and development industry and their relationship(s) to the demand
for the Company's products. Additionally, no assurances can be given that the
Company's efforts to reduce and contain costs will be sufficient to offset
the effect of the expected continued lower levels of Company net sales until
industry conditions improve.
FAILURE TO DEVELOP PRODUCTS AND KEEP PACE WITH TECHNOLOGICAL CHANGE
WILL ADVERSELY AFFECT RESULTS OF OPERATIONS. The markets for the Company's
product lines are characterized by rapidly changing technology and frequent
product introductions. Whether the Company can develop and produce
successfully, on a timely basis, new and enhanced products that embody new
technology, meet evolving industry standards and practice, and achieve levels
of capability and price that are acceptable to its customers, will be
significant factors in the
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Company's ability to compete in the future. During fiscal 1999, the Company
announced that it had completed three field tests of its new VectorSeis -TM-,
multi-component digital sensor. Further tests are planned and may
increasingly involve potential customers. There can be no assurance that the
Company will not encounter resource constraints or technical or other
difficulties that could delay introduction of this new product or other new
products in the future. No assurances can be given as to whether any products
incorporating the VectorSeis -TM- digital sensor will be commercially
feasible or accepted in the marketplace by the Company's present or future
customers. If the Company is unable, for technological or other reasons, to
develop competitive products in a timely manner in response to changes in the
seismic data acquisition industry or other technological changes, its
business and operating results will be materially and adversely affected. In
addition, the Company's continuing development of new products inherently
carries the risk of inventory obsolescence with respect to its older
products, which occurred in fiscal 1999 when the Company wrote down inventory
in part due to planned product revisions. Changes in the Company's product
offerings through newly introduced products and product lines, whether
internally developed or obtained through acquisitions, carry with them the
potential for customer concerns of product reliability, which may have the
effect of lessening customer demand for those changed products.
SIGNIFICANT PAYMENT DEFAULTS UNDER SALES ARRANGEMENTS COULD
ADVERSELY AFFECT THE COMPANY. The Company sells to many customers on
extended-term arrangements. Significant payment defaults by customers could
have a material adverse effect on the Company's financial position and
results of operations. See Notes 3 and 13 of Notes to Consolidated Financial
Statements.
RISK FROM SIGNIFICANT AMOUNT OF FOREIGN SALES COULD ADVERSELY AFFECT
RESULTS OF OPERATIONS. Sales outside the United States have historically
accounted for a significant part of the Company's net sales. Foreign sales
are subject to special risks inherent in doing business outside of the United
States, including the risk of war, civil disturbances, embargo and government
activities, which may disrupt markets and affect operating results. Foreign
sales are also generally subject to the risks of compliance with additional
laws, including tariff regulations and import/export restrictions. The
Company is, from time to time, required to obtain export licenses and there
can be no assurance that it will not experience difficulty in obtaining such
licenses as may be required in connection with export sales.
Demand for the Company's products from customers in developing
countries (including Russia and other Former Soviet Union countries as well
as certain Latin American and Asian countries) is difficult to predict and
can fluctuate significantly from year to year. The Company believes that
these changes in demand result primarily from the instability of economies
and governments in certain developing countries, changes in internal laws and
policies affecting trade and investment, and because those markets are only
beginning to adopt new technologies and establish purchasing practices. These
risks may adversely affect the Company's future operating results and
financial position. In addition, sales to customers in developing countries
on extended terms present heightened credit risks for the Company, for the
reasons discussed above. See, in particular above, "- Other Factors" for
further information concerning these risks in those countries.
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LOSS OF SIGNIFICANT CUSTOMERS WILL ADVERSELY AFFECT THE COMPANY. A
relatively small number of customers have accounted for most of the Company's
net sales, although the degree of sales concentration with any one customer
has varied from fiscal year to year. During fiscal 1999, 1998 and 1997 the
three largest customers in each of those years accounted for 52%, 43% and
50%, respectively, of the Company's net sales. The loss of these customers or
a significant reduction in their equipment needs could have a material
adverse effect on the Company's net sales.
PRESSURE FROM COMPETITORS COULD ADVERSELY AFFECT RESULTS OF
OPERATIONS. The market for seismic data acquisition systems and seismic
instrumentation is highly competitive and is characterized by continual and
rapid changes in technology. The Company's principal competitors for land
seismic equipment are, among others, Fairfield Industries; Geo-X Systems,
Limited; JGI, Incorporated; OYO Geospace Corporation; and Societe d'etudes
Recherches et Construction Electroniques, an affiliate of Compagnie General
de Geophysique (Sercel). Unlike the Company, Sercel possesses the advantage
of being able to sell to an affiliated seismic contractor. The Company's
principal marine seismic competitors are, among others, Bolt Technology
Corporation, GeoScience Corporation, an affiliate of Tech-Sym Corporation;
Teledyne Brown Engineering, an affiliate of Allegheny Teledyne Company; and
Thomson Marconi Sonar P/L.
Competition in the industry is expected to intensify and could
adversely affect the Company's future results. Several of the Company's
competitors have greater name recognition, more extensive engineering,
manufacturing and marketing capabilities, and greater financial,
technological and personnel resources than those available to the Company. In
addition, certain companies in the industry have expanded their product lines
or technologies in recent years. There can be no assurance that the Company
will be able to compete successfully in the future with existing or new
competitors. Pressures from competitors offering lower-priced products or
products employing new technologies could result in future price reductions
for the Company's products.
A continuing trend toward consolidation, concentrating buying power
in the oil field services industry, will have the effect of adversely
affecting the demand for the Company's products and services.
RISKS RELATED TO YEAR 2000 ISSUES. The problems actually encountered
by the Company in addressing its Year 2000 issues may be more pervasive than
anticipated by management, and if so, could have adverse effects on the
Company's operations, results of operations or financial condition. See "-
Year 2000."
FAILURE TO PROTECT INTELLECTUAL PROPERTY WILL ADVERSELY AFFECT THE
COMPANY'S OPERATIONS. The Company believes that technology is the primary
basis of competition in the industry. Although the Company currently holds
certain intellectual property rights relating to its product lines, there can
be no assurance that these rights will not be challenged by third parties or
that the Company will obtain additional patents or other intellectual
property rights in the future. Additionally, there can be no assurance that
the Company's efforts to protect its trade secrets will be successful or that
others will not independently develop products similar to the Company's
products or design around any of the intellectual property rights owned by
the Company, or that
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the Company will be precluded by others' patent claims.
DISRUPTION IN VENDOR SUPPLIES WILL AFFECT FINANCIAL RESULTS. The
Company's manufacturing process requires a high volume of quality components.
Certain components used by the Company are currently provided by only one
supplier. In the future, the Company may, from time to time, experience
supply or quality control problems with its suppliers, and such problems
could significantly affect its ability to meet production and sales
commitments. The Company's reliance on certain suppliers, as well as industry
supply conditions generally, involve several risks, including the possibility
of a shortage or a lack of availability of key components, increases in
component costs and reduced control over delivery schedules, any of which
could adversely affect the Company's future financial results.
DEPENDENCE ON PERSONNEL. The Company's success depends upon the
continued contributions of its personnel, many of whom would be difficult to
replace. The success of the Company will depend on the ability of the Company
to attract and retain skilled employees. Changes in personnel, therefore,
could adversely affect operating results.
RISKS RELATED TO TIMING OF PRODUCT SHIPMENTS COULD RESULT IN
SIGNIFICANT QUARTERLY FLUCTUATIONS. Due to the relatively high sales price of
many of the Company's products and relatively low unit sales volume, the
timing in the shipment of systems and the mix of products sold can produce
fluctuations in quarter-to-quarter financial performance. One of the factors,
which may affect the Company's operating results from time to time, is that a
substantial portion of its net sales in any period may result from shipments
during the latter part of a period. Because the Company establishes its sales
and operating expense levels based on its operational goals, if shipments in
any period do not meet goals, net sales and net earnings may be adversely
affected. In addition, because the Company typically operates, and expects to
continue to operate, without a significant backlog of orders for its
products, the Company's manufacturing plans and expenditure levels are based
principally on sales forecasts, which result in inventory excesses and
imbalances from time to time.
RISKS RELATED TO GROSS MARGIN. The Company's gross margin percentage
is a function of the product mix sold in any period. Increased sales of lower
margin equipment and related components in the overall sales mix may result
in lower gross margins. Other factors, such as unit volumes, inventory
obsolescence, increased warranty costs and other product related
contingencies, heightened price competition, changes in sales and
distribution channels, shortages in components due to untimely supplies or
inability to obtain items at reasonable prices, and unavailability of skilled
labor, may also continue to affect the cost of sales and the fluctuation of
gross margin percentages in future periods.
RISKS RELATED TO GOVERNMENT REGULATIONS AND PRODUCT CERTIFICATION.
The Company's operations are also subject to laws, regulations, government
policies, and product certification requirements worldwide. Changes in such
laws, regulations, policies, or requirements could affect the demand for the
Company's products or result in the need to modify products, which may
involve substantial costs or delays in sales and could have an adverse effect
on the Company's future operating results. Certain countries are subject to
restrictions, sanctions and embargoes imposed by the US Government. These
restrictions, sanctions and embargoes prohibit or limit the Company and its
domestic subsidiaries from participating in certain business
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<PAGE>
activities in those countries. These constraints may adversely affect the
Company's opportunities for business in those countries.
STOCK VOLATILITY AND ABSENCE OF DIVIDENDS MAY ADVERSELY AFFECT THE
COMPANY'S STOCK PRICE. In recent years, the stock market in general and the
market for energy and technology stocks in particular, including the
Company's Common Stock, have experienced extreme price fluctuations. The
sales price for the Company's Common Stock has declined from $22 per share at
May 29, 1998 to $8 1/2 per share at May 28, 1999 (based on New York Stock
Exchange composite tape closing sales prices). There is a risk that stock
price fluctuation could impact the Company's operations. Changes in the price
of the Company's Common Stock could affect the Company's ability to
successfully attract and retain qualified personnel or complete desirable
business combinations or other transactions in the future. The Company has
historically not paid, and does not intend to pay in the foreseeable future,
cash dividends on its Common Stock.
RISKS RELATED TO ACQUISITIONS. The Company may make further
acquisitions in the future. Acquisitions require significant financial and
management resources both at the time of the transaction and during the
process of integrating the newly acquired business into the Company's
operations. The Company's operating results could be adversely affected if it
is unable to successfully integrate these new companies into its operations.
Structural changes in the Company's internal organization, which may result
from acquisitions, may not always produce the desired financial or
operational results.
Certain acquisitions or strategic transactions may be subject to
approval by the other party's shareholders, United States or foreign
governmental agencies, or other third parties. Accordingly, there is a risk
that important acquisitions or transactions could fail to be concluded as
planned. Future acquisitions by the Company could also result in issuances of
equity securities or the rights associated with the equity securities, which
could potentially dilute earnings per share. In addition, future acquisitions
could result in the incurrence of additional debt, taxes, or contingent
liabilities, and amortization expenses related to goodwill and other
intangible assets. These factors could adversely affect the Company's future
operating results and financial position.
The foregoing review of factors pursuant to the Private Securities
Litigation Reform Act of 1995 should not be construed as exhaustive. In
addition to the foregoing, the Company wishes to refer readers to other
factors discussed elsewhere in this report as well as the Company's other
filings and reports with the Securities and Exchange Commission, including
its most recent reports on Form 10-Q, for a further discussion of risks and
uncertainties which could cause actual results to differ materially from
those contained in forward-looking statements. The Company undertakes no
obligation to publicly release the result of any revisions to any such
forward-looking statements, which may be made to reflect the events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
The Company is exposed to market risk, which is the potential loss
arising from adverse changes in market prices and rates. The Company does not
enter into derivative or other financial instruments for trading or
speculative purposes nor does the Company use or intend to use derivative
financial instruments or derivative commodity instruments. The Company's
market risk could arise from changes in foreign currency exchange rates. The
Company's sales and financial instruments are principally denominated in US
dollars.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements required by this item begin at page F-1
hereof.
Form 11-K Information. The Company, pursuant to Rule 15d-21
promulgated under the Securities Exchange Act of 1934, as amended, will file
as an amendment to this Annual Report on Form 10-K the information, financial
statements and exhibits required by Form 11-K with respect to the
Input/Output, Inc. Employee Stock Purchase Plan.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
P A R T III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item is contained in the Company's
definitive Proxy Statement to be distributed in connection with its 1999
Annual Meeting of Stockholders under the captions "Management" and "Voting
and Stock Ownership of Management and Principal Stockholders" and is
incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is contained in the Company's
definitive Proxy Statement to be distributed in connection with its 1999
Annual Meeting of Stockholders under the caption "Remuneration of Directors
and Officers" and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is contained in the Company's
definitive Proxy Statement to be distributed in connection with its 1999 Annual
Meeting of Stockholders under
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the caption "Voting and Stock Ownership of Management and Principal
Stockholders" and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is contained in the Company's
definitive proxy statement to be distributed in connection with its 1999
Annual Meeting of Stockholders under the caption "Certain Transactions" and
is incorporated herein by reference.
P A R T IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
(A) LIST OF DOCUMENTS FILED.
(1) Financial Statements:
The financial statements filed as part of this report are listed
in the "Index to Consolidated Financial Statements" on page F-1
hereof.
(2) Financial Statement Schedules:
The following financial statement schedule is included as part
of this Annual Report on Form 10-K:
Schedule II - Valuation and Qualifying Accounts
All other schedules are omitted because they are inapplicable or
the requested information is shown in the financial statements
or noted therein.
(3) Exhibits:
3.1 --Amended and Restated Certificate of Incorporation, filed
as Exhibit 3.1 to the Company's Annual Report on Form 10-K
for the fiscal year ended May 31, 1995 and incorporated
herein by reference.
3.2 --Certificate of Amendment to the Amended and Restated
Certificate of Incorporation, dated October 11, 1996,
filed as Exhibit 3.2 to the Company's Annual Report on
Form 10-K for the fiscal year ended May 31, 1997 and
incorporated herein by reference.
3.3 --Amended and Restated Bylaws, filed as Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the fiscal year
ended May 31, 1995 and incorporated herein by reference.
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<PAGE>
4.1 --Form of Certificate of Designation, Preferences and
Rights of Series A Preferred Stock of Input/Output, Inc.,
filed as Exhibit 2 to the Company's Registration Statement
on Form 8-A dated January 27, 1997 (attached as Exhibit 1
to the Rights Agreement referenced in Exhibit 10.24) and
incorporated herein by reference.
4.2 --Form of Certificate of Designation, Preferences and
Rights of Series B Preferred Stock of Input/Output, Inc.,
filed as Exhibit 4.1 to the Company's Form 8-K dated April
21, 1999 and incorporated herein by reference.
*4.3 Certificate of Designation, Preferences and Rights of Series
C Preferred Stock of Input/Output, Inc.
*10.2 --Royalty Agreement, dated November 6, 1992, between I/O
Sensors, Inc., Triton and Triton Technologies, Inc.
**10.3 --1990 Restricted Stock Plan, filed as Exhibit 10.3 to the
Company's Annual Report on Form 10-K for the fiscal year
ended May 31, 1995 and incorporated herein by reference.
**10.4 --Amended and Restated 1990 Stock Option Plan, filed as
Exhibit 4.2 to the Company's Registration Statement on
Form S-8 (Registration No. 333-80299), filed with the
Securities and Exchange Commission on June 9, 1999 and
incorporated herein by reference.
**10.5 --Input/Output, Inc. 1996 Management Incentive Program,
filed as Exhibit 10.5 to the Company's Annual Report on
Form 10-K for the fiscal year ended May 31, 1997 and
incorporated herein by reference.
10.6 --Input/Output, Inc. 401(k) Plan, filed as Exhibit 10.6 to
the Company's Annual Report on Form 10-K for the fiscal
year ended May 31, 1995 and incorporated herein by
reference.
**10.7 --Amended Directors Retirement Plan, filed as Exhibit 10.7
to the Company's Annual Report on form 10-K for the fiscal
year ended May 31, 1997 and incorporated herein by
reference.
**10.8 --Amended and Restated 1991 Directors Stock Option Plan,
filed as Exhibit 4.3 to the Company's Registration
Statement on Form S-8 (Registration No. 33-85304) filed
with the Securities and Exchange Commission on October 19,
1994, and incorporated herein by reference.
**10.9 --Amendment to the Amended and Restated 1991 Directors
Stock Option Plan, filed as Exhibit 10.9 to the Company's
Annual Report on Form 10-K for the fiscal year ended May
31, 1997 and incorporated herein by reference.
33
<PAGE>
**10.10 --Supplemental Executive Retirement Plan, filed as Exhibit
10.10 to the Company's Annual Report on Form 10-K for the
fiscal year ended May 31, 1997 and incorporated herein by
reference.
**10.11 --Amendment No. 1 to the Company's Supplemental Executive
Retirement Plan, effective January 17, 1997, filed as
Exhibit 10.11 to the Company's Annual Report on Form 10-K
for the fiscal year ended May 31, 1997 and incorporated
herein by reference.
**10.12 --Supplemental Executive Retirement Trust, filed as
Exhibit 10.12 to the Company's Annual Report on Form 10-K
for the fiscal year ended May 31, 1997 and incorporated
herein by reference.
**10.13 --Amendment No. 1 to the Company's Supplemental Executive
Retirement Trust, effective January 17, 1998, filed as
Exhibit 10.13 to the Company's Annual Report on Form 10-K
for the fiscal year ended May 31, 1997 and incorporated
herein by reference.
**10.14 --Employment Agreement, dated February 6, 1991, between
the Company and Robert P. Brindley, filed as Exhibit 10.11
to the Company's Annual Report on Form 10-K for the fiscal
year ended May 31, 1995 and incorporated herein by
reference.
**10.15 --Amendment No. 1 to Employment Agreement between the
Company and Robert P. Brindley dated March 31, 1997, filed
as Exhibit 10.15 to the Company's Annual Report on Form
10-K for the fiscal year ended May 31, 1997 and
incorporated herein by reference.
10.17 --Product Purchase Agreement dated June 30, 1995, by and
between Input/Output, Inc., I/O Exploration Products
(U.S.A.), Inc. and Western Atlas International, Inc. filed
as Exhibit 10.2 to the Company's Form 8-K dated June 30,
1995 and incorporated herein by reference.
10.19 --Master Letter of Credit Agreement dated April 16, 1996,
between the Company and ABN AMRO Bank N.V. Houston Agency
filed as Exhibit 10.20 to the Company's Annual Report on
Form 10-K for the fiscal year ended May 31, 1996 and
incorporated herein by reference.
10.20 --Promissory Note dated August 29, 1996 executed by IPOP
Management, Inc. to the order of The Variable Annuity Life
Insurance Company, filed as Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
August 31, 1996 and incorporated herein by reference.
34
<PAGE>
10.21 --Master Commercial Lease Agreement dated August 29, 1996,
by and between IPOP Management, Inc. and The Variable
Annuity Life Insurance Company, filed as Exhibit 10.2 to
the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended August 31, 1996 and incorporated herein by
reference.
10.22 --Limited Guaranty dated August 29, 1996, executed by
Input/Output, Inc., filed as Exhibit 10.3 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
August 31, 1996 and incorporated herein by reference.
**10.23 --Input/Output, Inc. Amended and Restated 1996
Non-Employee Director Stock Option Plan, filed as Exhibit
4.3 to the Company's Registration Statement on Form S-8
(Registration No. 333-80299), filed with the Securities
and Exchange Commission on June 9, 1999 and incorporated
herein by reference.
10.24 --Rights Agreement, dated as of January 17, 1997, by and
between Input/Output, Inc. and Harris Trust and Savings
Bank, as Rights Agent, including exhibits thereto, filed
as Exhibit 4 to the Company's Form 8-A dated January 27,
1997 and incorporated herein by reference.
10.25 --Input/Output, Inc. Employee Stock Purchase Plan, filed
as Exhibit 4.4 to the Company's Registration Statement on
Form S-8 (Registration No. 333-24125) filed with the
Securities and Exchange Commission on March 18, 1997 and
incorporated herein by reference.
**10.27 --Employment Agreement, effective as of January 1, 1998
between the Company and W. J. Zeringue, filed as Exhibit
10.1 to the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended February 28, 1998 and
incorporated here in by reference.
10.28 --Credit Agreement, dated as of February 27, 1998 among
the Company, certain lenders and Bank One, Texas, N.A. as
agent for the lenders filed as Exhibit 10.2 to the
Company's Quarterly Report on form 10-Q for the fiscal
quarter ended February 28, 1998 and incorporated herein by
reference.
10.29 --Corporate Guaranty of the Company dated August 29, 1997
for the benefit of BTM Capital Corporation filed as
Exhibit 10.1 to the Company's Quarterly Report on form
10-Q for the fiscal quarter ended August 31, 1997 and
incorporated herein by reference.
10.30 --Agreement and Plan of Merger by and among I/O Marine,
Inc., Input/Output, Inc., DigiCourse, Inc. and The Laitram
Corporation, dated September 30, 1998, filed as Exhibit
10.1 to the Company's Form 10-Q for the fiscal quarter
ended August 31, 1998 and incorporated herein by reference.
35
<PAGE>
10.31 --Purchase Agreement by and between the Company and SCF-IV
dated April 21, 1999, filed as Exhibit 10.1 to the
Company's Form 8-K dated April 21, 1999 and incorporated
herein by reference.
10.32 --Registration Rights Agreement by and between the Company
and SCF-IV dated May 7, 1999, filed as Exhibit 10.2 to the
Company's Form 8-K dated April 21, 1999 and incorporated
herein by reference.
10.33 --First Amendment to Rights Agreement by and between the
Company and Harris Trust and Savings Bank as Rights Agent,
dated April 21, 1999, filed as Exhibit 10.3 to the
Company's Form 8-K dated April 21, 1999 and incorporated
herein by reference.
10.34 --Agreement and Plan of Merger by and among I/O Marine,
Inc., Input/Output, Inc., DigiCourse, Inc. and The Laitram
Corporation, dated September 30, 1998. Filed as Exhibit
10.1 to the Company's Form 10-Q for the fiscal quarter
ended August 31, 1998 and incorporated by reference herein
and incorporated herein by reference.
10.35 --Registration Rights Agreement by and among the Company
and Laitram, dated November 16, 1998, filed as Exhibit
99.2 to the Company's Form 8-K dated November 16, 1998 and
incorporated herein by reference.
10.36 --Input/Output, Inc. 1998 Restricted Stock Plan, filed as
Exhibit 4.7 to the Company's registration Statement on
Form S-8 (Registration No. 333-80297), filed with the
Securities and Exchange Commission on June 9, 1999 and
incorporated herein by reference.
*21.1 --Subsidiaries of the Company.
*23.1 --Consent of KPMG LLP.
*24.1 --The Power of Attorney is set forth on the signature page
hereof.
*27.1 --Financial Data Schedule. (included in EDGAR copy only)
99.1 --Information required by Form 11-K with respect to the
Input/Output, Inc. Employee Stock Purchase Plan will be
filed as an amendment to this Annual Report on Form 10-K
within 120 days of the end of the fiscal year of the plan
(i.e. June 30) as permitted by Rule 15d-21 under the
Securities Exchange Act of 1934, as amended.
* Filed herewith.
** Management contract or compensatory plan or arrangement.
36
<PAGE>
(B) REPORTS ON FORM 8-K
A Current Report on Form 8-K dated as of May 7, 1999 was filed by
the Company with the Securities and Exchange Commission under Item 5
- "Other Events" concerning the Company's May 7, 1999 sale of 40,000
Series B Preferred Stock shares, in a privately negotiated
transaction, to SCF-IV, L.P.
(C) EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K.
Reference is made to subparagraph (a) (3) of this Item 14 which is
incorporated herein by reference.
(D) NOT APPLICABLE.
37
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 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 IN
THE CITY OF STAFFORD, STATE OF TEXAS, ON AUGUST 20, 1999.
Input/Output, Inc.
By /s/ Sam K. Smith
------------------------
SAM K. SMITH
DIRECTOR AND
CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Sam K. Smith and Robert P. Brindley
and each of them, as his or her true and lawful attorneys-in-fact and agents
with full power of substitution and resubstitution for him or her and in his
or her name, place and stead, in any and all capacities, to sign any and all
documents relating to the Annual Report on Form 10-K, including any and all
amendments and supplements thereto, for the fiscal year ended May 31, 1999,
and to file the same with all exhibits thereto and other documents in
connection therewith with the Securities and Exchange Commission granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully as to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934,
THIS ANNUAL REPORT ON FORM 10-K HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS ON BEHALF OF THE REGISTRANT AND IN THE CAPACITIES AND ON THE DATES
INDICATED.
<TABLE>
<CAPTION>
NAME CAPACITIES DATE
<S> <C> <C>
/s/ James M. Lapeyre, Jr. Director and Chairman of the Board August 20, 1999
- ---------------------------------------
James M. Lapeyre, Jr.
/s/ Sam K. Smith Director and Chief Executive Officer August 20, 1999
- ---------------------------------------
Sam K. Smith
/s/ Axel M. Sigmar Director, President and August 20, 1999
- --------------------------------------- Chief Operating Officer
Axel M. Sigmar
/s/ David C. Baldwin Director, Vice President and August 20, 1999
- --------------------------------------- Chief Financial Officer
David C. Baldwin (Principal Financial and Accounting Officer)
/s/ Robert P. Brindley Director, Executive Vice President- August 20, 1999
- --------------------------------------- Business Development and Secretary
Robert P. Brindley
/s/ Ernest E. Cook Director August 20, 1999
- ---------------------------------------
Ernest E. Cook
/s/ Theodore H. Elliott, Jr. Director August 20, 1999
- ---------------------------------------
Theodore H. Elliott, Jr.
/s/ G. Thomas Graves III Director August 20, 1999
- ---------------------------------------
G. Thomas Graves III
/s/ William F. Wallace Director August 20, 1999
- ---------------------------------------
William F. Wallace
</TABLE>
38
<PAGE>
INPUT/OUTPUT, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Input/Output, Inc. and Subsidiaries: PAGE
<S> <C>
Independent Auditors' Report........................................................................... F-2
Consolidated Balance Sheets
- May 31, 1999 and 1998.............................................................................. F-3
Consolidated Statements of Operations
- Years Ended May 31, 1999, 1998 and 1997............................................................ F-4
Consolidated Statements of Stockholders' Equity and Comprehensive Earnings
- Years Ended May 31, 1999, 1998 and 1997............................................................ F-5
Consolidated Statements of Cash Flows
- Years Ended May 31, 1999, 1998 and 1997............................................................ F-7
Notes to Consolidated Financial Statements............................................................. F-8
Schedule II - Valuation and Qualifying Accounts........................................................ F-31
</TABLE>
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders of Input/Output, Inc.:
We have audited the consolidated financial statements of Input/Output,
Inc. and subsidiaries and the financial statement schedule as listed in the
accompanying index. These consolidated financial statements and financial
statement schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements and financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Input/Output, Inc. and subsidiaries as of May 31, 1999 and 1998, and the results
of their operations and their cash flows for each of the years in the three-year
period ended May 31, 1999, in conformity with generally accepted accounting
principles. Also in our opinion, the related financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information set forth
therein.
KPMG LLP
Houston, Texas
July 8, 1999
F-2
<PAGE>
INPUT/OUTPUT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
ASSETS May 31,
----------------------
Current assets: 1999 1998
--------- ---------
<S> <C> <C>
Cash and cash equivalents .................................................. $ 75,140 $ 72,275
Trade accounts receivable, less allowance for doubtful accounts of
$20,916 and $3,137 in 1999 and 1998, respectively ........................ 21,617 68,257
Trade notes receivable, less allowance for loan loss of $25,518 and
$3,954 in 1999 and 1998, respectively..................................... 21,907 38,987
Income taxes receivable .................................................... 15,000 --
Inventories, net ........................................................... 95,825 120,206
Deferred income tax asset, net ............................................. 27,568 6,249
Prepaid expenses ........................................................... 1,495 2,649
--------- ---------
Total current assets ............................................... 258,552 308,623
Long-term trade notes receivable, less allowance for loan loss of $3,260 and
$0 in 1999 and 1998, respectively ........................................ 17,616 32,487
Deferred income tax asset, net ................................................ 18,739 --
Property, plant and equipment, net ............................................ 62,979 69,303
Goodwill, net of accumulated amortization of $26,323 and
$12,993 in 1999 and 1998, respectively ................................... 87,558 68,414
Other assets .................................................................. 6,304 14,189
--------- ---------
Total assets ....................................................... $ 451,748 $ 493,016
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable, principally trade ........................................ $ 10,526 $ 33,107
Current installments of long-term debt ..................................... 1,067 986
Accrued expenses ........................................................... 33,347 20,521
Income taxes payable ....................................................... -- 8,139
--------- ---------
Total current liabilities .................................................. 44,940 62,753
Long-term debt ................................................................ 8,947 10,011
Other liabilities ............................................................. 887 1,199
Deferred income tax liability, net ............................................ -- 3,353
Commitments and contingencies
Stockholders' equity:
Cumulative convertible preferred stock, $.01 par value; authorized 5,000,000
shares; issued and outstanding 40,000 in 1999 (liquidation value of $40.0
million) and no shares in 1998 ............................................. -- --
Common stock, $.01 par value; authorized 100,000,000 shares; issued
and outstanding 50,663,358 shares in 1999 and 44,584,634 shares in 1998 .... 507 446
Additional paid-in capital ................................................. 327,845 240,746
Retained earnings .......................................................... 72,455 178,018
Accumulated other comprehensive loss ....................................... (3,549) (2,196)
Unamortized restricted stock compensation .................................. (284) (1,314)
--------- ---------
Total stockholders' equity ................................................. 396,974 415,700
--------- ---------
Total liabilities and stockholders' equity ................................. $ 451,748 $ 493,016
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
<PAGE>
INPUT/OUTPUT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
Years ended May 31,
--------------------------------------------
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
Net sales .................................................. $ 197,415 $ 385,861 $ 281,845
Cost of sales .............................................. 205,215 226,514 183,438
------------ ------------ ------------
Gross profit (loss) .............................. (7,800) 159,347 98,407
------------ ------------ ------------
Operating expenses:
Research and development ................................ 42,782 32,957 22,967
Marketing and sales ..................................... 14,193 14,646 13,288
General and administrative .............................. 80,932 28,295 36,186
Amortization of intangibles ............................. 16,247 6,008 4,551
------------ ------------ ------------
Total operating expenses ......................... 154,154 81,906 76,992
------------ ------------ ------------
Earnings (loss) from operations ............................ (161,954) 77,441 21,415
Interest expense ........................................... (897) (1,081) (793)
Other income ............................................... 7,611 7,315 3,675
------------ ------------ ------------
Earnings (loss) before income taxes ........................ (155,240) 83,675 24,297
Income tax (benefit) expense ............................... (49,677) 26,776 7,700
------------ ------------ ------------
Net earnings (loss) ........................................ $ (105,563) $ 56,899 $ 16,597
============ ============ ============
Basic earnings (loss) per common share ..................... $ (2.17) $ 1.29 $ 0.38
============ ============ ============
Weighted average number of common shares
Outstanding ........................................... 48,540,143 43,962,349 43,181,486
============ ============ ============
Diluted earnings (loss) per common share ................... $ (2.17) $ 1.28 $ 0.38
============ ============ ============
Weighted average number of diluted common shares outstanding 48,540,143 44,430,109 43,819,595
============ ============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
F-4
<PAGE>
INPUT/OUTPUT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE EARNINGS
YEARS ENDED MAY 31, 1999, 1998, AND 1997
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
Common Stock Preferred Stock Additional
------------ --------------- paid-in
Shares Amount Shares Amount Capital
----------- ------- ----------- ------ ------------
<S> <C> <C> <C> <C> <C>
Balance at May 31, 1996.................... 42,969,676 $ 430 -- $ -- $ 214,259
Comprehensive earnings:
Net earnings............................... -- -- -- -- --
Other comprehensive earnings (loss):
Translation adjustment................... -- -- -- -- --
Equity increase for SERP Plan............ -- -- -- -- --
Equity reduction for Outside Directors
Retirement Plan........................ -- -- -- -- --
Total comprehensive earnings
Amortization of restricted
Stock compensation....................... -- -- -- -- --
Exercise of stock options and related
tax benefits............................. 311,175 3 -- -- 4,714
----------- ------- ----------- ------ ------------
Balance at May 31, 1997.................... 43,280,851 433 -- -- 218,973
Comprehensive earnings:
Net earnings............................... -- -- -- -- --
Other comprehensive earnings (loss):
Translation adjustment................... -- -- -- -- --
Equity reduction for Outside Directors
Retirement Plan........................ -- -- -- -- --
Total comprehensive earnings........
Amortization of restricted stock
Compensation............................. -- -- -- -- --
Issuance of restricted stock............... 53,000 1 1,572
<CAPTION>
Accumulated
other Unamortized Total
Retained comprehensive restriced stock stockholders'
Earnings Loss compensation equity
----------- ------------- --------------- -------------
<S> <C> <C> <C> <C>
Balance at May 31, 1996.................... $ 104,522 $ (1,139) $ (868) $ 317,204
Comprehensive earnings:
Net earnings............................... 16,597 -- -- 16,597
Other comprehensive earnings (loss):
Translation adjustment................... -- (911) -- (911)
Equity increase for SERP Plan............ -- 375 -- 375
Equity reduction for Outside Directors
Retirement Plan........................ -- (1) -- (1)
-------------
Total comprehensive earnings 16,060
-------------
Amortization of restricted
Stock compensation....................... -- -- 633 633
Exercise of stock options and related
tax benefits............................. -- -- -- 4,717
----------- ------------- --------------- -------------
Balance at May 31, 1997.................... 121,119 (1,676) (235) 338,614
Comprehensive earnings:
Net earnings............................... 56,899 -- -- 56,899
Other comprehensive earnings (loss):
Translation adjustment................... -- (390) -- (390)
Equity reduction for Outside Directors
Retirement Plan........................ -- (130) -- (130)
-------------
Total comprehensive earnings........ 56,379
-------------
Amortization of restricted stock
Compensation............................. -- -- 494 494
Issuance of restricted stock............... -- -- (1,573) --
</TABLE>
F-5
- continued -
<PAGE>
INPUT/OUTPUT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE EARNINGS
YEARS ENDED MAY 31, 1999, 1998, AND 1997
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
Common Stock Preferred Stock Additional
------------ --------------- paid-in
Shares Amount Shares Amount Capital
----------- ------- ---------- ------ ------------
<S> <C> <C> <C> <C> <C>
Issuance of stock in conjunction
Business acquisition..................... 320,555 $ 3 -- $ -- $ 6,372
Exercise of stock options and related
tax benefits............................. 866,683 8 -- -- 12,858
Issuance of stock for the Employee Stock
Purchase Plan............................ 63,545 1 -- -- 971
----------- --- --- ------ ------------
Balance at May 31, 1998.................... 44,584,634 446 -- -- 240,746
Comprehensive loss:
Net loss................................... -- -- -- -- --
Other comprehensive loss:
Translation adjustment..................... -- -- -- -- --
Equity reduction for Outside Directors
Retirement Plan........................ -- -- -- -- --
Total comprehensive loss
Amortization of restricted
Stock compensation....................... -- -- -- -- --
Issuance of restricted stock............... 42,500 -- -- -- 329
Issuance of stock in conjunction with
Business acquisition..................... 5,794,000 58 -- -- 45,715
Preferred stock offering................... -- -- 40,000 -- 39,452
Exercise of stock options and related
tax benefits............................. 64,944 1 -- -- 157
Issuance of stock for the Employee Stock
Purchase Plan............................ 177,280 2 -- -- 1,059
Stock compensation expense................. -- -- -- -- 387
----------- ------- ---------- ------ ------------
Balance at May 31, 1999.................... 50,663,358 $ 507 40,000 $ -- $ 327,845
=========== ======= =========== ====== ============
Accumulated
other Unamortized Total
Retained comprehensive restriced stock stockholders'
Earnings Loss compensation equity
----------- ------------- --------------- -------------
<S> <C> <C> <C> <C>
Issuance of stock in conjunction $ -- $ -- $ -- $ 6,375
Business acquisition.....................
Exercise of stock options and related -- -- -- 12,866
tax benefits.............................
Issuance of stock for the Employee Stock -- -- -- 972
Purchase Plan............................ ----------- ------------- --------------- -------------
178,018 (2,196) (1,314) 415,700
Balance at May 31, 1998....................
Comprehensive loss: (105,563) -- -- (105,563)
Net loss...................................
Other comprehensive loss: -- (1,046) -- (1,046)
Translation adjustment.....................
Equity reduction for Outside Directors -- (307) --
Retirement Plan........................ (307)
-------------
(106,916)
Total comprehensive loss -------------
Amortization of restricted -- -- 1,359 1,359
Stock compensation....................... -- -- (329) --
Issuance of restricted stock...............
Issuance of stock in conjunction with -- -- -- 45,773
Business acquisition..................... -- -- -- 39,452
Preferred stock offering...................
Exercise of stock options and related -- -- -- 158
tax benefits.............................
Issuance of stock for the Employee Stock -- -- -- 1,061
Purchase Plan............................ -- -- -- 387
Stock compensation expense................. ----------- ------------- --------------- -------------
$ 72,455 $ (3,549) $ (284) $ 396,974
Balance at May 31, 1999.................... =========== ============= =============== =============
</TABLE>
See accompanying notes to consolidated financial statements
F-6
<PAGE>
INPUT/OUTPUT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Years ended May 31,
------------------------------------
1999 1998 1997
---------- ------- -------
Cash flows from operating activities:
<S> <C> <C> <C>
Net earnings (loss)................................................... $(105,563) $56,899 $16,597
Adjustments to reconcile net earnings (loss) to net cash (used in)
provided by operating activities:
Depreciation and amortization......................................... 20,776 16,816 12,558
Amortization of restricted stock compensation......................... 1,359 494 633
Stock compensation expense............................................ 387 -- --
Deferred income tax (benefit) expense................................. (43,691) 201 (2,035)
Inventory obsolescence expense........................................ 58,848 4,264 470
Bad debt expense and loan losses...................................... 43,683 4,050 8,858
Impairment of fixed assets............................................ 4,842 -- --
Impairment of intangibles and other assets............................ 8,495 -- 4,290
Changes in assets and liabilities, net of effect of acquisitions and above
provisions:
Accounts and notes receivable......................................... 46,731 (26,201) (42,847)
Inventories........................................................... (20,699) (17,624) (14,020)
Leased equipment...................................................... 1,731 5,679 (3,208)
Accounts payable and accrued expenses................................. (13,684) 20,456 3,739
Income taxes payable/receivable....................................... (23,139) 10,696 (4,365)
Other................................................................. (1,081) (630) (614)
---------- ------- -------
Net cash (used in) provided by operating activities............. (21,005) 75,100 (19,944)
---------- ------- -------
Cash flows from investing activities:
Purchase of property, plant and equipment............................. (9,326) (6,960) (26,966)
Acquisition of net assets and business, net of cash acquired.......... (6,310) (10,845) (595)
Net divestiture of (investments in) other assets...................... 7 (446) (190)
---------- ------- -------
Net cash used in investing activities........................... (15,629) (18,251) (27,751)
---------- ------- -------
Cash flows from financing activities:
Borrowings from bank.................................................. -- -- 23,850
Payments on long-term debt............................................ (983) (915) (11,938)
Proceeds from exercise of stock options............................... 158 12,866 4,717
Proceeds from issuance of common stock to Employee 1,061 972 --
Stock Purchase Plan...................................................
Net proceeds from preferred stock offering............................ 39,452 -- --
---------- ------- -------
Net cash provided by financing activities....................... 39,688 12,923 16,629
---------- ------- -------
Effect of change in foreign currency exchange rates on
cash and cash equivalents............................................. (189) (70) (613)
---------- ------- -------
Net increase (decrease) in cash and cash equivalents.................. 2,865 69,702 (31,679)
Cash and cash equivalents at beginning of year........................ 72,275 2,573 34,252
---------- ------- -------
Cash and cash equivalents at end of year........................ $75,140 $72,275 $ 2,573
========== ======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
F-7
<PAGE>
INPUT/OUTPUT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) PRINCIPLES OF CONSOLIDATION AND GENERAL
The consolidated financial statements include the accounts of
Input/Output, Inc. and its wholly-owned subsidiaries (the "Company"). All
significant intercompany balances and transactions have been eliminated in
consolidation.
The Company designs, manufactures and markets seismic data
acquisition systems and peripheral seismic instruments for the oil and gas
exploration and production industry worldwide. Net sales consist primarily of
net sales of products.
(b) CASH AND CASH EQUIVALENTS
The Company considers all highly liquid debt instruments with an
original maturity of three months or less to be cash equivalents. As of May
31, 1999, the Company had approximately $2.3 million of certificates of
deposit with one month original maturities that were used to secure standby
and commercial letters of credit.
(c) INVENTORIES
Inventories are stated at the lower of cost (primarily first-in,
first-out) or market. The Company's general obsolescence policy is to fully
reserve for components that have not been used in two years and components
that are determined to be obsolete due to current market conditions and
planned product revisions.
(d) PROPERTY, PLANT AND EQUIPMENT
Plant and equipment are recorded at cost and depreciated principally
on a straight-line basis using estimated useful lives as follows: building -
25 years, machinery and equipment - five to eight years and other three to
eight years. Repairs and maintenance are expensed as incurred. Gains and
losses on sales and retirements are recognized on disposal.
Recoverability of assets to be held and used is measured by
comparison of the carrying amount of an asset to future net cash flows
(undiscounted and without interest charges) expected to be generated by the
asset. If such assets are considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying amount of the
asset exceeds the fair value of the asset.
F-8
<PAGE>
INPUT/OUTPUT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(e) GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill and other intangible assets ("intangibles") result from
business acquisitions and goodwill represents the excess of acquisition costs
over the fair value of the net assets of businesses acquired. Intangibles are
amortized on a straight-line basis over 5 to 20 years, the expected period to
be benefited. At May 31, 1999, the weighted average useful life of
intangibles is 16.6 years. The Company assesses intangibles annually by
determining whether the amortization of the intangible balance over its
remaining life can be recovered through undiscounted future operating cash
flows of the acquired operation. If the intangibles are considered to be
impaired, the impairment to be recognized is measured by the amount by which
the carrying amount of the intangible exceeds the fair value of the asset
which is calculated using the discounted future operating cash flows.
(f) FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value estimates are made at discrete points in time based on
relevant market information. These estimates may be subjective in nature and
involve uncertainties and matters of significant judgment and therefore
cannot be determined with precision.
The Company believes that the carrying amounts of its trade notes
receivable and long-term debt approximate the fair value of such items.
(g) RESEARCH AND DEVELOPMENT
Research and development costs are expensed as incurred.
(h) REVENUE RECOGNITION
The Company recognizes revenue at the shipment date. No right of
return exists regarding any product(s) sold by the Company.
(i) PRODUCT WARRANTIES
The Company warrants that all equipment manufactured by it will be
free from defects in workmanship, in material and parts ranging from 90 days
to three years from the date of original purchase, depending on the product.
For customers, the Company provides operator training, as well as
start-up and on-site support. The Company provides for estimated training,
installation and warranty costs as a charge to cost of sales at the time of
sale.
F-9
<PAGE>
INPUT/OUTPUT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(j) INCOME TAXES
Income taxes are accounted for under the asset and liability method.
Deferred income tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred income tax
assets and liabilities are measured using enacted tax rates expected to apply
to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred income tax assets
and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
(k) EARNINGS (LOSS) PER COMMON SHARE
Basic earnings (loss) per share is computed by dividing net earnings
(loss) available to common stockholders by the weighted average number of
common shares outstanding during the period. Diluted earnings per share is
determined on the assumption that outstanding dilutive stock options and
other common stock equivalents have been exercised and the aggregate proceeds
as defined were used to reacquire Company common stock using the average
price of such common stock for the period.
The following table summarizes the calculation of net earnings
(loss), weighted average number of common shares and weighted average number
of diluted common shares outstanding for purposes of the computation of basic
earnings (loss) per common share and diluted earnings (loss) per common share
(in thousands, except share and per share amounts):
<TABLE>
<CAPTION>
MAY 31,
-----------------------------------------------------
1999 1998 1997
------------- ------------ -------------
<S> <C> <C>
Net earnings (loss) available to common stockholders............. $ (105,563) $ 56,899 $ 16,597
============= ============ =============
Weighted average number of common shares outstanding............. 48,540,143 43,962,349 43,181,486
Stock options.................................................... -- 467,760 638,109
------------- ------------ -------------
Weighted average number of diluted common shares
Outstanding................................................. 48,540,143 44,430,109 43,819,595
============= ============ =============
Basic earnings (loss) per common share........................... $(2.17) $1.29 $0.38
============= ============ =============
Diluted earnings (loss) per common share......................... $(2.17) $1.28 $0.38
============= ============ =============
</TABLE>
In fiscal 1999, no dividends on the convertible preferred stock issued
in May 1999 were declared; therefore, net loss and net loss available to
common stockholders are the same. At May 31, 1999, 1998 and 1997 there were
4,550,463; 1,480,303 and 2,014,200, respectively, of shares subject to stock
options that were not included in the calculation of diluted earnings (loss)
per common share because to do so would have been antidilutive. In addition,
the convertible preferred stock issued in fiscal 1999 has not been considered
in the computation of diluted loss per common share because the effect would
be antidilutive. See Note 7.
F-10
<PAGE>
INPUT/OUTPUT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(l) STOCK-BASED COMPENSATION
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" ("SFAS 123") allows a company to adopt a fair value
based method of accounting for its stock-based compensation plans, or to
continue to follow the intrinsic value method of accounting prescribed by
Accounting Principles Board (APB) Opinion No. 25 "Accounting for Stock Issued
to Employees".
The Company has elected to continue to follow APB Opinion No. 25. If
the Company had adopted SFAS 123 the Company's net earnings (loss), basic
earnings (loss) per share and diluted earnings (loss) per share for the years
ended May 31, 1999, 1998 and 1997 would have been reduced (increased) as
discussed in Note 7.
(m) FOREIGN CURRENCY TRANSLATION
Assets and liabilities of foreign subsidiaries are translated at
current exchange rates in effect at the end of the period reported and
related translation adjustments are reported as a component of accumulated
other comprehensive loss in stockholders' equity. Statements of operations
are translated at the average rates during the period. Any transaction gains
or losses are included in net earnings (loss).
(n) NOTES RECEIVABLE
Notes receivable ("notes") are recorded at cost, less the related
allowance for loan loss. Management, considering current information and
events regarding the borrowers' ability to repay their obligations, considers
a note to be impaired when it is probable that the Company will be unable to
collect all amounts due according to the contractual terms of the note
agreement. When a note is considered to be impaired, the amount of the
impairment is measured based on the present value of expected future cash
flows discounted at the note's effective interest rate, or the fair value of
the note's collateral. Impairment losses are included in the allowance for
loan loss through a charge to bad debt expense. Cash receipts on impaired
notes are applied to reduce the principal amount of such notes until the
principal has been recovered and are recognized as interest income thereafter.
F-11
<PAGE>
INPUT/OUTPUT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
(o) STATEMENTS OF CASH FLOWS
Supplemental disclosure of cash flow information follows (in thousands except
share amounts):
<TABLE>
<CAPTION>
Cash paid during the year for: 1999 1998 1997
-------- -------- ---------
<S> <C> <C> <C>
Interest (net of amounts capitalized)................................. $ 897 $ 1,130 $ 752
======== ======== =========
Income taxes ...................................................... $ 16,966 $ 9,968 $ 11,470
======== ======== =========
Non-cash investing and financing activities:
Restricted stock issued:
Increase in common stock.............................................. $ -- $ 1 $ --
Increase in additional paid in capital................................ 329 1,572 --
Increase in unamortized restricted stock compensation................. (329) (1,573) --
-------- -------- ---------
$ -- $ -- $ --
======== ======== =========
Issuance of note receivable in connection with sale of other assets:
Long-term trade notes receivable.................................... $ 5,387 $ -- $ --
Other assets .................................................... (5,387) -- --
-------- -------- ---------
$ -- $ -- $ --
======== ======== =========
Issuance of common stock in connection with business acquisitions:
Increase in common stock.............................................. $ 58 $ 3 $ --
Increase in additional paid in capital................................ 45,715 6,372 --
Liabilities assumed in connection with
business acquisition.................................................. 3,613 320 --
-------- -------- ---------
$ 49,386 $ 6,695 $ --
======== ======== =========
Common Stock shares issued.......................................... 5,794,000 320,555 --
========= ======== =========
</TABLE>
(p) USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
F-12
<PAGE>
INPUT/OUTPUT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(q) COMPREHENSIVE EARNINGS (LOSS)
On June 1, 1998, the Company adopted SFAS No. 130 "Reporting
Comprehensive Income" ("SFAS 130"). SFAS 130 establishes standards for reporting
and presentation of comprehensive earnings (loss) and its components.
Comprehensive earnings (loss), consisting of net earnings (loss), foreign
currency translation adjustment and minimum pension liabilities is presented in
the consolidated statements of stockholders' equity and comprehensive earnings.
SFAS 130 does not affect the Company's financial position or results of
operations. Prior year consolidated financial statements have been reclassified
to conform to the requirements of SFAS 130.
The components of accumulated other comprehensive loss are as follows
(in thousands):
<TABLE>
<CAPTION>
Foreign Minimum Accumulated Other
Currency Pension Comprehensive
Translation Liabilities Loss
----------- ----------- -----------------
<S> <C> <C> <C>
Balance at May 31, 1996................... $ (762) $ (377) $ (1,139)
Fiscal 1997 change........................ (911) 374 (537)
----------- ---------- -----------
Balance at May 31, 1997................... (1,673) (3) (1,676)
Fiscal 1998 change........................ (390) (130) (520)
----------- ---------- -----------
Balance at May 31, 1998................... (2,063) (133) (2,196)
Fiscal 1999 change........................ (1,046) (307) (1,353)
----------- ---------- -----------
Balance at May 31, 1999................... $ (3,109) $ (440) $ (3,549)
=========== ========== ===========
</TABLE>
(r) RECLASSIFICATION
Certain amounts previously reported in the consolidated financial
statements have been reclassified to conform to the current year presentation.
F-13
<PAGE>
INPUT/OUTPUT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(2) INVENTORIES
A summary of inventories follows (in thousands):
<TABLE>
<CAPTION>
May 31,
--------------------------------
1999 1998
------- --------
<S> <C> <C>
Raw materials...................................................... $54,731 $ 67,432
Work-in-process.................................................... 8,717 25,262
Finished goods..................................................... 48,624 32,461
------- --------
112,072 125,155
Less inventory reserves............................................ 16,247 4,949
------- --------
$95,825 $120,206
======= ========
</TABLE>
(3) TRADE NOTES RECEIVABLE
Trade notes receivable at May 31, 1999 are generally secured by seismic
equipment sold by the Company, bearing interest at contractual rates up to 13%
and are due at various dates through 2001. The recorded investment in trade
notes receivable for which an impairment has been recognized was $58.1 million
at May 31, 1999. The activity in the allowance for loan loss is as follows (in
thousands):
<TABLE>
<CAPTION>
May 31,
-----------------------------------------------
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
Balance at beginning of year................................. $ 3,954 $ 7,078 $ 728
Additions charged to costs and expenses...................... 25,903 2,280 7,350
Writedowns charged against the allowance..................... 1,079 5,404 1,000
------------ ------------ ------------
Balance at end of year....................................... $ 28,778 $ 3,954 $ 7,078
============ ============ ============
</TABLE>
(4) PROPERTY, PLANT AND EQUIPMENT
A summary of property, plant and equipment follows (in thousands):
<TABLE>
<CAPTION>
May 31,
------------------------
1999 1998
------- -------
<S> <C> <C>
Land............................................................... $ 3,279 $ 3,424
Buildings.......................................................... 27,277 26,429
Machinery and equipment............................................ 68,590 61,767
Leased equipment................................................... 1,707 4,011
Other.............................................................. 2,443 7,312
------- -------
103,296 102,943
Less accumulated depreciation...................................... 40,317 33,640
------- -------
$62,979 $69,303
======= =======
</TABLE>
F-14
<PAGE>
INPUT/OUTPUT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(5) ACCRUED EXPENSES
<TABLE>
<CAPTION>
A summary of accrued expenses follows (in thousands):
May 31,
-------------------------
1999 1998
------- -------
<S> <C> <C>
Compensation, including commissions and severance................. $10,100 $10,832
Warranty, training and installation............................... 12,645 4,245
Other............................................................. 10,602 5,444
------- -------
$33,347 $20,521
======= =======
</TABLE>
(6) LONG-TERM DEBT
In August 1996, the Company, through one of its wholly-owned
subsidiaries, obtained a $12.5 million, ten-year term loan secured by certain of
its land and buildings located in Stafford, Texas which includes the Company's
executive headquarters, research and development headquarters, and electronics
manufacturing building. The term loan, which the Company has guaranteed under a
Limited Guaranty, bears interest at a fixed rate of 7.875% per annum and is
repayable in equal monthly installments of principal and interest of $151,439.
The total installment payments for principal and interest in each of the next
five years would be $1,817,000 with a balance thereafter of $4,066,000. The
Company leases all of the property from its subsidiary under a master lease,
which lease has been collaterally assigned to the lender as security for the
term loan. The term loan provides for penalties for pre-payment prior to
maturity.
The Company was in violation of certain covenants under its
revolving Credit Agreement due to its fiscal 1999 third quarter results of
operations and requested a waiver from its lender. On March 16, 1999, the
agent for the lenders delivered to the Company a Notice of Default due to
violation of two financial covenants. As of May 31, 1999, no amounts of
indebtedness for borrowed money were outstanding under the Company's Credit
Agreement. However, at that date, the Company had standby and commercial
letters of credit issued under the Credit Agreement outstanding in the
aggregate amount of $1.4 million. The obligations of the Company under the
Credit Agreement are secured by a first lien pledge of the capital stock of
certain wholly-owned subsidiaries of the Company. Additionally, certain of
these wholly-owned subsidiaries have guaranteed the Company's obligations
under the Credit Agreement. The Company gave notice of cancellation of the
credit facility in July 1999 and has secured the standby and commercial
letters of credit with certificates of deposit having original maturities of
one month.
(7) STOCKHOLDERS' EQUITY
(a) CHANGES IN CAPITAL STRUCTURE
On May 7, 1999, SCF-IV, L.P., a Delaware limited partnership
("SCF-IV"), purchased, in a privately negotiated transaction, 40,000 shares of
Series B Preferred Stock, par value $0.01 per
F-15
<PAGE>
INPUT/OUTPUT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
share (the "Series B Preferred Stock"), issued by the Company. The
consideration paid by SCF-IV for this issuance was $40,000,000. The net cash
proceeds of approximately $39,452,000 will be used to fund the Company's
research and development projects, to provide additional working capital and
for general corporate purposes. The issuance of the Series B Preferred Stock
and the underlying shares of Common Stock was exempt from the registration
requirements of Section 5 of the Securities Act of 1933 in accordance with
Section 4(2) of that Act.
The holders of Series B Preferred Stock are entitled to receive
cumulative cash dividends of $10.00 per share, per annum (1% of the liquidation
preference) for each share of Series B Preferred Stock. Each share of Series B
Preferred Stock is entitled to a liquidation preference of $1,000.00 per share,
plus all accrued and unpaid dividends.
The Series B Preferred Stock is convertible at the holder's option
after the first to occur of any of the following (the "Initial Conversion
Date"): (i) the third anniversary of the original date of issuance of such
Shares (the "Issue Date"), (ii) the approval by the Board of Directors of the
Company of an agreement relating to a Business Combination (as defined) or the
consummation of a Business Combination, (iii) a tender offer for Common Stock is
approved or recommended by the Board of Directors of the Company or (iv) the
redemption, repurchase or reacquisition by the Company of rights issued pursuant
to the Company's Stockholder Rights Plan or any waiver of the application of the
Company's Stockholder Rights Plan to any beneficial owner other than SCF-IV or
its affiliates (except as approved by SCF-IV's representative on the Board of
Directors of the Company). After the Initial Conversion Date and prior to the
Mandatory Conversion Date (defined below), the holders of Series B Preferred
Stock will be entitled to convert their shares into a number of fully paid and
nonassessable shares of Common Stock per share equal to, at the option of the
holder, one of, or if not specified by the holder, at the greater of, the
following (such amount being referred to as the "Conversion Ratio"): (a) the
quotient of $1,000.00 (plus any accrued and unpaid dividends through the record
date for determining stockholders entitled to vote) divided by the conversion
price of $8.00 (as adjusted from time to time in accordance with certain
anti-dilution provisions) or (b) the quotient of $1,000.00 increased at a rate
of eight percent per annum from the Issue Date, compounded quarterly, less the
amount of cash dividends actually paid through the applicable conversion date
(the "Adjusted Stated Value"), divided by the average market price for the
Common Stock during the ten trading day period prior to the date of conversion
(the "Conversion Ratio").
On the fifth anniversary of the Issue Date (the "Mandatory Conversion
Date"), each outstanding share of Series B Preferred Stock shall, without any
action on the part of the holder, be converted automatically into a number of
fully paid and nonassessable shares of Common Stock equal to the Conversion
Ratio, provided that a shelf registration statement to be filed with the
Securities and Exchange Commission covering those shares of Common Stock has
been declared effective.
F-16
<PAGE>
INPUT/OUTPUT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
In the event of a conversion of Series B Preferred Stock pursuant to
which the Conversion Ratio is determined using clause (b) above, then, provided
that full cumulative dividends have been paid or declared and set apart for
payment upon all outstanding shares of Series B Preferred Stock for all past
dividend periods, the Company may redeem for cash up to 50% (or such greater
percentage as the holders shall agree) of the shares of Series B Preferred Stock
submitted for conversion at a redemption price per share equal to the Adjusted
Stated Value, in lieu of conversion.
For financial accounting purposes, based on the terms of the Series B
Preferred Stock, dividends will be recognized as a charge to retained earnings
at the rate of 8% per annum, compounded quarterly. Such preferred dividends will
reduce net earnings available to the common stockholders accordingly. The
Company is permitted to pay dividends on Common Stock as long as the Series B
Preferred Stock dividends are current. See also Note 18.
F-17
<PAGE>
INPUT/OUTPUT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(b) STOCK OPTIONS PLANS
The Company has adopted a stock option plan for eligible employees
which provides for the granting of options to purchase a maximum of 8,500,000
shares of common stock. Transactions under the employee stock option plan are
summarized as follows:
EMPLOYEE STOCK OPTION PLAN
<TABLE>
<CAPTION>
OPTION PRICE AVAILABLE
PER SHARE OUTSTANDING EXERCISABLE FOR GRANT
---------------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
May 31, 1996..................... $ 2.0313-$39.25 1,982,850 546,700 3,048,950
---------------- ---------- --------- ----------
Granted - 1,082,950.............. 16.875-21.125 1,082,950 -- (1,082,950)
Became exercisable............... -- -- 586,800 --
Exercised ....................... 2.0313-20.125 (242,675) (242,675) --
Canceled/forfeited............... 3.90625-39.25 (518,600) -- 518,600
---------------- ---------- --------- ----------
May 31, 1997..................... 2.0313-21.125 2,304,525 890,825 2,484,600
---------------- ---------- --------- ----------
Granted - 2,496,168............. 17.50-30.375 2,496,168 -- (2,496,168)
Became exercisable............... -- -- 579,929 --
Exercised ....................... 2.0313-21.125 (780,175) (780,175) --
Canceled/forfeited............... 2.0313-29.6875 (534,772) -- 534,772
---------------- ---------- --------- ----------
May 31, 1998..................... 2.0313-30.375 3,485,746 690,579 523,204
---------------- ---------- --------- ----------
Increase in shares authorized -- -- -- 1,500,000
Granted - 2,369,732............. 6.375-24.5000 2,369,732 -- (2,369,732)
Became exercisable............... -- -- 423,228 --
Exercised ....................... 2.03130-16.8750 (24,700) (24,700) --
Canceled/forfeited............... 9.375-30.3750 (1,903,315) -- 1,903,315
---------------- ---------- --------- ----------
May 31, 1999..................... $2.0313-$29.8125 3,927,463 1,089,107 1,556,787
================ ========== ========= ==========
</TABLE>
EMPLOYEE STOCK OPTIONS OUTSTANDING
<TABLE>
<CAPTION>
Weighted Weighted
Average Average
Exercise Price Weighted Average Exercise Price
Option Price Of Outstanding Remaining of Exercisable
Per Share Outstanding Options Contract Life Exercisable Options
---------------- ----------- --------------- ---------------- ----------- --------------
<S> <C> <C> <C> <C> <C>
$2.0313 15,550 $2.0313 1.8 years 15,550 $ 2.0313
3.5-3.9063 82,575 3.7598 3.7 years 82,575 3.7598
6.3750-10.000 1,578,232 7.4080 9.7 years 20,500 6.3750
9.375-14.0000 146,500 12.5111 6.5 years 132,500 12.3538
16.8750-24.625 1,789,606 20.2459 8.0 years 740,482 19.7387
29.6875-29.8125 315,000 29.6935 8.3 years 97,500 29.6971
---------------- --------- -------- --------- --------- ---------
$2.0313-$29.8125 3,927,463 $15.1376 8.5 years 1,089,107 $18.0159
================ ========= ======== ========= ========= =========
</TABLE>
F-18
<PAGE>
INPUT/OUTPUT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The Company has also adopted a directors stock option plan which
provides for the granting of options to purchase a maximum of 1,714,000 shares
of common stock by the Company's non-employee directors. Transactions under the
directors stock option plan are summarized as follows:
DIRECTORS STOCK OPTION PLAN
<TABLE>
<CAPTION>
OPTION PRICE AVAILABLE
PER SHARE OUTSTANDING EXERCISABLE FOR GRANT
---------------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
May 31, 1996.................... $3.2188-$19.1875 488,500 31,000 210,000
---------------- ---------- --------- ----------
Increase in shares authorized -- -- -- 400,000
Granted - 350,000.............. 29-29.625 350,000 -- (350,000)
Became exercisable.............. -- -- 207,500 --
Exercised 3.2188-19.1875 (68,500) (68,500) --
---------------- ---------- --------- ----------
May 31, 1997.................... 3.2188-29.625 770,000 170,000 260,000
---------------- ---------- --------- ----------
Granted - 110,000.............. 18.125-30.000 110,000 -- (110,000)
Became exercisable.............. -- -- 338,664 --
Exercised 3.2188-19.1875 (147,500) (147,500) --
Canceled/forfeited.............. 29.000-29.625 (50,000) -- 50,000
---------------- ---------- --------- ----------
May 31, 1998.................... 3.2188-30.000 682,500 361,164 200,000
---------------- ---------- --------- ----------
Increase in shares authorized... -- -- -- 300,000
Granted - 80,000................ 8.750-14.000 80,000 -- (80,000)
Became exercisable.............. -- -- 90,335 --
Exercised....................... 3.2188-5.750 (15,000) (15,000) --
Canceled/forfeited.............. 11.8438-30.000 (124,500) -- 124,500
---------------- ---------- --------- ----------
May 31, 1999.................... $ 5.75-$30.000 623,000 436,499 544,500
================ ========== ========= ==========
</TABLE>
DIRECTOR STOCK OPTIONS OUTSTANDING
<TABLE>
<CAPTION>
Weighted Weighted
Average Average
Exercise Price Weighted Average Exercise Price
Option Price Of Outstanding Remaining of Exercisable
Per Share Outstanding Options Contract Life Exercisable Options
---------------- ----------- --------------- ---------------- ----------- --------------
<S> <C> <C> <C> <C> <C>
$5.750 10,000 $ 5.750 4.3 years 10,000 $ 5.750
8.75-11.8438 142,500 10.5411 7.1 years 102,500 11.2401
14.00-19.1875 180,500 18.3302 7.1 years 114,000 18.9638
29.000-30.000 290,000 29.4612 7.5 years 209,999 29.4315
---------------- --------- -------- --------- --------- ---------
$5.75-$30.000 623,000 $21.5280 7.2 years 436,499 $21.8834
================ ========= ======== ========= ========= =========
</TABLE>
F-19
<PAGE>
INPUT/OUTPUT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
The Company has elected to continue to follow APB Opinion No. 25 to
account for its stock-based compensation plans; however, if the Company had
adopted SFAS 123 the Company's net earnings (loss), basic earnings (loss) per
share and diluted earnings (loss) per share for the years ended May 31, 1999,
1998, and 1997 would have been reduced (increased) as follows (in thousands,
except per share amounts):
<TABLE>
<CAPTION>
1999 1998 1997
------------------------ ---------------------- -----------------------
As Reported Proforma As Reported Proforma As Reported Proforma
----------- ---------- ----------- -------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
Net earnings (loss) $(105,563) $(112,186) $56,899 $50,580 $16,597 $14,323
======== ======== ======= ====== ======= ======
Basic earnings (loss) per share $ (2.17) $ (2.31) $ 1.29 $ 1.15 $ 0.38 $ 0.33
======== ======== ======= ====== ======= ======
Diluted earnings (loss) per share $ (2.17) $ (2.31) $ 1.28 $ 1.14 $ 0.38 $ 0.33
======== ======== ======= ====== ======= ======
</TABLE>
The weighted average fair value of options granted during 1999, 1998
and 1997 was $4.24, $11.58 and $10.21, respectively. The fair value of each
option was determined using the Black-Scholes option valuation model. The key
input variables used in valuating the options were as follows: average risk-free
interest rate based on 5-year Treasury bonds, expected stock price volatility of
51% in 1999, 44% in 1998, and 44% in 1997 and an estimated option term of five
years. The effects of applying SFAS 123 as calculated above may not be
representative of the effects on reported net earnings (loss) for future years.
(c) RESTRICTED STOCK PLANS
In 1990, the Company adopted the Input/Output, Inc. 1990 Restricted
Stock Plan which provides for the award of up to 1,220,000 shares of common
stock to key officers and employees. Ownership of the common stock will vest
over a period of four years. The restriction is removed from 50% of the shares
after two years, 25% in the third year and 25% in the fourth year. Shares
awarded may not be sold, assigned, transferred, pledged or otherwise encumbered
by the grantee during the vesting period. Except for these restrictions, the
grantee of an award of shares has all the rights of a common stockholder,
including the right to receive dividends and the right to vote such shares. As
of May 31, 1999, the Company had no unvested restricted shares outstanding and
15,000 shares available for grant. In May 1999 a key company employee with
53,000 unvested restricted shares resigned and as part of the employee's
separation agreement, the Compensation Committee of the Company's Board of
Director's ("Compensation Committee") removed all restrictions and vested all
53,000 shares effective immediately. All amortization of restricted stock
related to the shares vesting immediately was recognized in fiscal year 1999.
Effective January 1, 1998 the Company adopted the Input/Output, Inc.
1998 Restricted Stock Plan which provides for the award of up to 100,000 shares
of common stock to key officers and employees. Ownership of the common stock
will vest over a period as determined
F-20
<PAGE>
INPUT/OUTPUT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
by the Compensation Committee in its sole discretion. Shares awarded may not
be sold, assigned, transferred, pledged or otherwise encumbered by the
grantee during the vesting period. Except for these restrictions, the grantee
of an award of shares has all the rights of a common stockholder, including
the right to receive dividends and the right to vote such shares. As of May
31, 1999, the Company has 42,500 unvested shares outstanding, which are
scheduled to vest 100% on December 11, 2001, and 57,500 shares available for
grant.
The market value of shares of common stock granted under the restricted
stock plan was recorded as unamortized restricted stock compensation and
reported as a separate component of stockholders' equity. The restricted stock
compensation is amortized over the vesting period.
(d) EMPLOYEE STOCK PURCHASE PLAN
The Company adopted an Employee Stock Purchase Plan ("Plan") in which
participation commenced April 1, 1997. The Plan allows all eligible employees to
authorize payroll deductions at the rate of 1% up to 15% of base compensation to
be applied toward the purchase of the Company's common stock. The purchase price
of the common stock will be the lesser of 85% of the closing price on the first
day of the applicable offering period or most recently preceding trading day or
85% of the closing price on the last day of the offering period or most recently
preceding trading day. Under the Plan, separate six-month offering periods
commence on April 1st and October 1st of each year. There were 177,280 and
63,545 shares purchased by participants during 1999 and 1998, respectively.
Fiscal 1998 was the first year shares were available for purchase under the
Plan.
(8) ACQUISITION
Effective October 1, 1998, the Company and The Laitram Corporation
entered into a definitive merger agreement for the Company's acquisition of
DigiCourse, Inc., a wholly-owned subsidiary of The Laitram Corporation. Under
the terms of the agreement, the Company acquired in exchange for 5,794,000
shares of Company common stock and $5,626,000 in cash, all of the capital stock
of DigiCourse, Inc. The transaction was accounted for as a purchase business
combination with the assets and liabilities allocated based on the fair value of
assets purchased and liabilities assumed. The amortization life of the resulting
goodwill of $32.5 million is 17 years. The proforma effects of the acquisition
are immaterial.
In connection with the Company's acquisition of DigiCourse, Inc. in
November 1998, the Company entered into a Continued Services Agreement with
The Laitram Corporation ("Laitram"), under which Laitram agreed to provide
accounting, software, manufacturing and maintenance services to the Company.
Mr. Lapeyre, the Company's Chairman of the Board, is the chairman and
principal stockholder of Laitram. Under the terms of the Service Agreement,
Laitram bills the Company for facility lease and machine shop services
rendered on a monthly basis. In the fiscal year ended May 31, 1999, the
Company paid Laitram an aggregate of $2.7 million under the Continued Services
Agreement. The facility lease portion of the Service Agreement has a term of
three years expiring September 30, 2001 and the machine shop agreement has a
term of one year ending on November 17, 1999.
(9) SEGMENT AND GEOGRAPHIC INFORMATION
Late in fiscal 1999, the Company initiated a fundamental reorganization
of its internal structure. As a part of this reorganization, the Company's
management will evaluate and review
F-21
<PAGE>
INPUT/OUTPUT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
results based on two segments, Land and Marine, to allow for increased
visibility and accountability of costs and more focused customer service and
product development. Prior to such time, the Company's management made
business decisions using consolidated financial information. The Company has
determined that it is impracticable to obtain all of the applicable
information for fiscal years 1999, 1998 and 1997 to report its operating
segments in accordance with the new internal reporting structure. Commencing
in fiscal year 2000, the Company will report operating segment information by
the Land and Marine segments, and will measure the operating results of these
segments based on a measure of income from operations.
However, in order to provide meaningful and reliable information
available for fiscal 1999, 1998 and 1997, the Company is able to disclose a
measure of results of operations utilizing a gross profit (loss) measure and is
able to provide assets at May 31, 1999 based on its current land and marine
segments. The following summarizes this information (in thousands):
<TABLE>
<CAPTION>
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Net Sales:
Land....................... $96,276 $316,060 $223,205
Marine..................... 101,139 69,801 58,640
-------- -------- --------
$197,415 $385,861 $281,845
======== ======== ========
Gross profit (loss):
Land....................... $(4,308) $133,065 $77,929
Marine..................... (3,492) 26,282 20,478
-------- -------- --------
$(7,800) $159,347 $98,407
======== ======== =======
Total Assets:
Land....................... $141,510
Marine..................... 116,203
Corporate.................. 194,035
--------
$451,748
========
</TABLE>
Intersegment revenues are insignificant for all periods presented.
Corporate assets include all assets specifically related to corporate personnel
and operations, substantially all cash and cash equivalents, all facilities and
manufacturing machinery and equipment that are jointly utilized by segments and
all income taxes receivable and deferred income tax assets. The depreciation
expense and facility expense related to all jointly utilized facilities and
machinery and equipment is allocated based on each segments use of those assets.
F-22
<PAGE>
INPUT/OUTPUT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
A summary of net sales from foreign customers by geographic area
follows (in thousands):
<TABLE>
<CAPTION>
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
United Kingdom................................................. $ 32,168 $ 19,490 $ 15,030
Canada......................................................... 14,446 14,767 16,391
Russia......................................................... 9,354 28,563 16,590
China.......................................................... 7,391 7,637 10,928
Europe - other................................................. 5,792 21,992 28,428
Algeria........................................................ 3,201 5,085 --
Poland......................................................... 2,603 6,449 1,733
South America.................................................. 646 15,656 21,916
Other.......................................................... 4,731 15,781 10,183
-------- -------- --------
$ 80,332 $135,420 $121,199
======== ======== ========
</TABLE>
Net sales are attributed to individual countries on the basis of the
ultimate destination of the equipment, if known; if the ultimate destination
is not known, it is based on the geographical location of initial shipment.
Net sales from individual customers representing 10% or more of net
sales were as follows:
<TABLE>
<CAPTION>
Customer 1999 1998 1997
-------- ---- ---- ----
<S> <C> <C> <C>
A........................................................ 33% 28% 39%
B........................................................ 11% 4% --
</TABLE>
(10) INCOME TAXES
<TABLE>
<CAPTION>
Components of income taxes follow (in thousands): 1999 1998 1997
--------- --------- ---------
<S> <C> <C> <C>
Current:
Federal............................................. $ (9,279) $ 20,963 $ 5,022
Foreign............................................. 1,769 4,678 3,686
State and local..................................... 1,524 934 1,027
Deferred-Federal......................................... (43,691) 201 (2,035)
--------- --------- ---------
Total income tax (benefit) expense....................... $(49,677) $ 26,776 $ 7,700
========= ========= =========
</TABLE>
F-23
<PAGE>
INPUT/OUTPUT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
A reconciliation of the expected income tax (benefit) expense on
earnings (loss) before income taxes using the statutory Federal income tax rate
of 35% for the years ended May 31, 1999, 1998 and 1997, to the income taxes
reported herein is as follows (in thousands):
<TABLE>
<CAPTION>
1999 1998 1997
---------- ---------- -------
<S> <C> <C> <C>
Expected income tax (benefit) expense.................... $ (54,334) $ 29,286 $ 8,504
Tax benefit from use of foreign sales corporation........ -- (2,722) (1,330)
Foreign tax credit....................................... 46 (33) (142)
Foreign taxes............................................ 943 (303) 898
State and local taxes.................................... 991 607 667
Deferred tax asset valuation allowance................... 2,421 -- --
Other.................................................... 256 (59) (897)
---------- ---------- ---------
Total income tax (benefit) expense ................. $(49,677) $ 26,776 $ 7,700
========== ========== =======
</TABLE>
The tax effects of the cumulative temporary differences resulting in
the net deferred income tax assets (liability) follow (in thousands):
<TABLE>
<CAPTION>
May 31,
----------------------------------
1999 1998
------- -------
<S> <C> <C>
Current deferred:
Deferred income tax assets:
Accrued expenses.................................................. $ 4,245 $ 1,365
Allowance accounts................................................ 22,625 3,917
Uniform capitalization............................................ 698 967
------- -------
Total current deferred income tax asset...................... $27,568 $ 6,249
======= =======
Noncurrent deferred:
Deferred income tax assets:
Accrued expenses.................................................. $ 92 $ 217
Unamortized restricted stock amortization......................... 567 208
Basis in identified intangibles................................... 670 --
Net operating loss carryforward................................... 17,828 --
Foreign tax credit carryforward................................... 2,602 --
Alternative minimum tax credit.................................... 1,335 --
Other............................................................. 1,154 1,458
------- -------
Total deferred income tax asset.............................. 24,248 1,883
Valuation allowance.......................................... (2,421) --
------- -------
Net noncurrent deferred income tax asset..................... 21,827 1,883
------- -------
Deferred income tax liabilities:
Basis in property, plant and equipment............................ (3,088) (3,451)
Basis in identified intangibles................................... -- (1,785)
------- -------
Total deferred income tax liability.......................... (3,088) (5,236)
------- -------
Net noncurrent deferred income tax asset (liability)......... $18,739 $(3,353)
======= =======
</TABLE>
F-24
<PAGE>
INPUT/OUTPUT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
At May 31, 1999, the Company had net operating loss carryforwards of
approximately $51 million for federal income tax purposes, which expire in
fiscal year 2019 if not otherwise utilized. In addition, the Company has
foreign tax credit carryforwards of $2.6 million, which expire between fiscal
years 2003 and 2004.
In assessing the realizability of deferred income tax assets,
management considers whether it is more likely than not that some portion or
all of the deferred income tax assets will be realized. The ultimate
realization of deferred income tax assets is dependent upon the generation of
future taxable income during the periods in which those deferred income tax
assets become deductible. Management considers the scheduled reversal of
deferred income tax liabilities and projected future taxable income in making
this assessment. In order to fully realize the deferred income tax assets,
the Company will need to generate future taxable income of approximately $140
million over the next 20 years. Although the Company experienced a
significant loss in fiscal 1999, the Company's taxable income for the years
1996 through 1998 aggregated approximately $128 million. Based on the level
of historical income prior to fiscal 1999 and the Company's projections of
future taxable income over the periods that the deferred income tax assets
are deductible and the expiration date of the net operating loss
carryforward, management believes it is more likely than not that the Company
will realize the benefits of the deferred income tax assets, net of the
valuation allowance at May 31, 1999. The amount of deferred income tax asset
considered realizable, however, could be reduced in the near term if
estimates of future taxable income during the carryforward period are reduced.
(11) LEASES
The Company is a party to several leases as described below:
AS LESSOR: The Company has leased seismic equipment to customers
under operating leases with noncancellable terms of less than one year.
Rental revenues relating to the operating leases were: $673,000 in 1999;
$10,112,000 in 1998 and $8,707,000 in 1997. The Company entered into a
Preferred Supplier Agreement with Mitcham Industries, Inc. ("Mitcham") during
June 1998. The terms of this agreement provided that Mitcham would purchase a
minimum of $90 to $100 million of Company products over a five-year term
ending May 31, 2003, which amounts included a $15 million purchase by Mitcham
of a substantial portion of the Company's equipment lease pool during May
1998. In addition, the Company had agreed not to lease products covered by
the Preferred Supplier Agreement except in limited circumstances, and to
refer rental inquiries from the Company's customers worldwide to Mitcham
during the term of the agreement. This agreement was terminated in the fourth
quarter of fiscal 1999. Due to the termination of this agreement, the Company
is evaluating potential future equipment leasing opportunities for current
and future products. The Company also owns a building with tenants. The
rental revenues relating to those leases were: $187,000 in 1999; $258,000 in
1998 and $344,000 in 1997.
F-25
<PAGE>
INPUT/OUTPUT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
AS LESSEE: The Company had rental expense relating to operating
leases for warehouse and office space and various equipment of: $1,297,000 in
1999; $1,560,000 in 1998 and $1,575,000 in 1997. At May 31, 1999, none of the
operating leases had noncancellable lease terms in excess of one year.
(12) RETIREMENT PLANS
The Company has a 401(k) retirement savings plan which covers
substantially all employees. Employees may voluntarily contribute up to 16%
of their compensation, as defined, to the plan and the Company may contribute
additional amounts at its sole discretion. The Company's contributions to the
plan were: $1,728,000 in 1999; $1,433,000 in 1998 and $2,007,000 in 1997.
The Company has adopted a non-qualified, unfunded supplemental
executive retirement plan (SERP Plan). The SERP Plan provides for certain
compensation to become payable on the participants' death, retirement or
total disability as set forth in the plan. The SERP Plan is accounted for
under Statement of Financial Accounting Standards No. 87, "Employers'
Accounting for Pensions". The consolidated financial statements include
pension expense of $67,000 in 1999; a benefit of $696,000 in 1998 and pension
expense of $359,000 in 1997; accrued pension costs of $460,000 in 1999;
$393,000 in 1998 and $1,887,000 in 1997; and an intangible asset for
unrecognized prior service cost of $138,000 in 1999; $155,000 in 1998 and
$864,000 in 1997.
The Company has adopted a non-qualified, unfunded outside directors
retirement plan (Directors Plan). The Directors Plan provides for certain
compensation to become payable on the participants' death, retirement or
total disability as set forth in the plan. The Directors Plan is accounted
for under Statement of Financial Accounting Standards No. 87, "Employers'
Accounting for Pensions." The consolidated financial statements include
pension expense of $77,000 in 1999; $48,000 in 1998 and $183,000 in 1997 and
accrued pension costs of $264,000 in 1999; $631,000 in 1998 and $483,000 in
1997.
(13) CREDIT RISK
The Company sells to many customers on extended-term arrangements.
Moreover, in connection with certain sales of its systems and equipment, the
Company has guaranteed loans from unaffiliated parties to purchasers of such
systems and equipment. In addition, the Company has sold contracts and leases
to third-party financing sources, the terms of which often obligate the
Company to repurchase the contracts and leases in the event of a customer
default or upon certain other occurrences. At May 31, 1999 and 1998, the
Company had guaranteed approximately $948,000 and $11,140,000, respectively,
of trade notes receivable sold with recourse and loans from unaffiliated
parties to purchasers of the Company's seismic equipment. Continued depressed
seismic market demand resulting from historically low commodity prices and
energy company combinations could accelerate the continued deterioration of
the financial condition of certain customers. A number of significant payment
defaults by customers could have a material adverse effect on the Company's
financial position and results of operations. All
F-26
<PAGE>
INPUT/OUTPUT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
loans guaranteed are collateralized by the seismic equipment. Due to the
inherent uncertainties of guaranty agreements, the Company cannot estimate
the fair value of the guaranties as of May 31, 1999.
Sales outside the United States have historically accounted for a
significant part of the Company's net sales. Foreign sales are subject to
special risks inherent in doing business outside of the United States,
including the risk of war, civil disturbances, embargo and government
activities, which may disrupt markets and affect operating results.
Demand for the Company's products from customers in developing
countries is difficult to predict and can fluctuate significantly from year
to year. The Company believes that these changes in demand result primarily
from the instability of economies and governments in certain developing
countries, changes in internal laws and policies affecting trade and
investment, and because those markets are only beginning to adopt new
technologies and establish purchasing practices. These risks may adversely
affect the Company's future operating results and financial position. In
addition, sales to customers in developing countries on extended terms can
present heightened credit risks for the Company, for the reasons discussed
above.
(14) SELECTED QUARTERLY INFORMATION - (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-------------------------------------------
1999 AUG. 31 NOV. 30 FEB. 28* MAY 31*
- ---- ------- ------- -------- -------
(in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Net sales..................................................... $66,995 $73,918 $ 37,755 $ 18,747
Gross profit (loss)........................................... 21,963 27,982 (45,894) (11,851)
Earnings (loss) from operations............................... 745 3,642 (95,368) (70,973)
Interest expense.............................................. (242) (217) (229) (209)
Other income.................................................. 2,843 2,122 1,824 822
Income tax expense (benefit).................................. 1,071 1,775 (32,553) (19,970)
Net earnings (loss)........................................... $2,275 $3,772 $(61,220) $(50,390)
====== ====== ======== ========
Basic earnings (loss) per share............................... $0.05 $0.08 $ (1.21) $ (1.00)
===== ===== ======== ========
Diluted earnings (loss) per share............................. $0.05 $0.08 $ (1.21) $ (1.00)
===== ===== ======== ========
</TABLE>
*See Note 15 concerning charges that occurred in the third and fourth quarter of
fiscal year 1999.
F-27
<PAGE>
INPUT/OUTPUT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-------------------------------------------
1998 AUG. 31 NOV. 30 FEB. 28 MAY 31
- ---- ------- ------- ------- ------
(in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Net sales..................................................... $82,970 $103,683 $95,266 $103,942
Gross profit.................................................. 33,314 41,791 40,811 43,431
Earnings from operations...................................... 15,787 20,185 20,329 21,140
Interest expense.............................................. (322) (258) (262) (239)
Other income.................................................. 1,119 2,253 2,204 1,739
Income tax expense............................................ 5,307 7,098 7,127 7,244
Net earnings.................................................. $11,277 $15,082 $15,144 $15,396
======= ======= ======= =======
Basic earnings per share...................................... $0.26 $0.34 $0.34 $0.35
===== ===== ===== =====
Diluted earnings per share.................................... $0.26 $0.34 $0.34 $0.34
===== ===== ===== =====
</TABLE>
(15) FISCAL YEAR 1999 CHARGES
During fiscal 1999, the Company recorded pretax charges totaling
$139.0 million ($94.5 million after giving effect to income taxes, or $1.95
per share) in the third and fourth quarters of fiscal 1999, resulting from
reduced customer demand for the Company's equipment as a result of
historically low commodity prices, energy company combinations which have
delayed seismic data acquisition projects and due to the continued
deterioration of the financial condition of certain customers. The reduced
demand has created excess capacity within the Company's installed base,
accelerating the obsolescence of certain of its seismic equipment.
Of the $139.0 million of pretax charges, $85.7 million was recorded
in the third quarter of fiscal 1999 and included an impairment of long-lived
assets totaling $2.8 million included in general and administrative expenses;
an impairment of intangible assets totaling $1.4 million included in
amortization of intangibles; an inventory write-down of $47.3 million due to
the conditions described above and planned product revisions, included in
cost of sales; charges for the early termination of a facility lease and
restructuring costs totaling $2.6 million included in general and
administrative expenses; an accounts and notes receivable allowance of $17.6
million related to a customer's vessel seizure followed by filing for
creditor protection and management's assessment of business risk relating to
three North American customer trade notes receivable as a result of the
depressed market environment, included in general and administrative
expenses; and a charge for warranty reserves and other product related
contingencies of $14.0 million, included in cost of sales.
The remaining pretax charges of $53.3 million were recorded in the
fourth quarter of fiscal 1999, and included an accounts and trade notes
receivable allowance of $22.3 million, primarily related to business risk
resulting from the depressed market environment, and from political and
currency risks in certain developing countries, included in general and
administrative expenses; an inventory write-down of $9.7 million primarily
due to further
F-28
<PAGE>
INPUT/OUTPUT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
reduction in customer demand for products rendered excess or obsolete as a
result of prevailing industry conditions and as a result of planned product
revisions, included in cost of sales; a charge of $6.0 million relating to
certain warranty reserves and other product-related contingencies, included
in cost of sales; an impairment of long-lived assets totaling $4.0 million
related to the recent downturn in business activity and the Company's
resizing efforts, included in general and administrative expenses; an
impairment of intangibles totaling $6.3 million related to the deterioration
of certain product lines, included in amortization of intangibles; a charge
of $3.3 million related to employee severances and a charge of $0.6 million
for other expenses, included in general and administrative expenses and a
charge of $1.1 million primarily related to prototype development costs,
included in research and development expenses.
(16) FISCAL YEAR 1997 CHARGES
Fiscal 1997 pre-tax charges were $15.6 million, consisting of losses
related to the insolvency of a customer of $10.2 million included in general
and administrative expenses, a write-down of capitalized exploration costs of
$4.3 million included in general and administrative expenses and personnel
expenses incurred in organizational changes of $1.1 million included in
general and administrative expenses.
(17) COMMITMENTS AND CONTINGENCIES
The Company, along with one of its subsidiaries and two of its
executive officers, has been named a defendant in an action filed on December
28, 1998, in State District Court in Fort Bend County, Texas styled Geoview,
Inc., Geoview Services, Inc. and Ralph E. Clements vs. Input/Output, Inc., et
al. The plaintiffs' petition alleges a number of causes of action in tort and
contract arising out of a purchase of certain assets by a subsidiary of the
Company in 1996. The plaintiffs have claimed actual damages of $60 million
and exemplary damages of $180 million. The Company plans to vigorously defend
against the plaintiffs' claims.
In the ordinary course of business, the Company has been named in
other various lawsuits. While the final resolution of these matters may have
an impact on the Company's consolidated financial results for a particular
reporting period, management believes that the ultimate resolution of these
matters will not have a material adverse impact on the Company's financial
position, results of operations or liquidity.
(18) SUBSEQUENT EVENT (UNAUDITED)
On August 3, 1999, SCF-IV notified the Company of its intent to
exercise its option to purchase an additional 15,000 shares of Series C
Preferred Stock, par value $0.01 per share (the "Series C Preferred Stock"),
under the option granted to SCF-IV by the Company in connection with the
purchase of the Series B Preferred Stock. On August 17, 1999, the Company
issued and sold the 15,000 shares of Series C Preferred Stock, resulting in
net proceeds to the Company of approximately $15.0 million; the net cash
proceeds are anticipated to be used for the same purposes as the proceeds from
the issuance of the Series B Preferred Stock. The purchase price payable for
the Series C Preferred Stock was $1,000 per share. The Series C Preferred
Stock
F-29
<PAGE>
INPUT/OUTPUT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
has substantially the same terms as the Series B Preferred Stock except that
the denominated conversion price for the Series C Preferred Stock will be
$8.50 per share. See Note 7.
F-30
<PAGE>
SCHEDULE II
INPUT/OUTPUT, INC. AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
- -------------------------- ------------------ ----------------- ------------------ -----------------------
BALANCE AT CHARGED TO
YEAR ENDED BEGINNING COSTS AND BALANCE AT
MAY 31, 1997 OF YEAR EXPENSES DEDUCTIONS END OF YEAR
- -------------------------- ------------------ ----------------- ------------------ -----------------------
<S> <C> <C> <C> <C>
Allowance for doubtful
accounts $470 $1,508 $238 $1,740
Reserves for excess and
obsolete inventory 1,811 470 532 1,749
Warranty, training and
installation 3,731 4,469 4,344 3,856
- -------------------------- ------------------ ----------------- ------------------ -----------------------
BALANCE AT CHARGED TO
YEAR ENDED BEGINNING COSTS AND BALANCE AT
MAY 31, 1998 OF YEAR EXPENSES DEDUCTIONS END OF YEAR
- -------------------------- ------------------ ----------------- ------------------ -----------------------
Allowance for doubtful
accounts $1,740 $1,770 $373 $3,137
Reserves for excess and
obsolete inventory 1,749 4,264 1,064 4,949
Warranty, training and
installation 3,856 5,162 4,773 4,245
- -------------------------- ------------------ ----------------- ------------------ -----------------------
BALANCE AT CHARGED TO
YEAR ENDED BEGINNING COSTS AND BALANCE AT
MAY 31, 1999 OF YEAR EXPENSES DEDUCTIONS END OF YEAR
- -------------------------- ------------------ ----------------- ------------------ -----------------------
Allowance for doubtful
accounts $3,137 $17,780 $ 1 $20,916
Reserves for excess and
obsolete inventory 4,949 58,848 47,550 16,247
Warranty, training and
installation 4,245 19,280 10,880 12,645
</TABLE>
F-31
<PAGE>
CERTIFICATE OF DESIGNATION
OF
SERIES C PREFERRED STOCK
OF
INPUT/OUTPUT, INC.
Pursuant to Section 151(g) of the Delaware General Corporation Law,
Input/Output, Inc., a corporation organized and existing under the laws of the
State of Delaware (the "COMPANY"), hereby certifies that the following
resolution was duly adopted by the Board of Directors of the Company on April
21, 1999, pursuant to authority conferred upon the Board of Directors by the
Certificate of Incorporation of the Company (the "CERTIFICATE OF
INCORPORATION"), which authorizes the issuance of up to 5,000,000 shares of
preferred stock, $0.01 par value.
RESOLVED, that pursuant to authority expressly granted to and vested in
the Board of Directors of the Company and pursuant to the provisions of the
Certificate of Incorporation, the Board of Directors hereby creates a series of
preferred stock, herein designated and authorized as the Series C Preferred
Stock, $0.01 par value per share, which shall consist of 15,000 of the 5,000,000
shares of preferred stock which the Company now has authority to issue, and the
Board of Directors hereby fixes the powers, designations, preferences and
relative, participating, optional and other special rights of the shares of such
series, and the qualifications, limitations and restrictions thereof as follows:
1. NUMBER AND RANK. The number of shares constituting the Series
C Preferred Stock shall be 15,000. The Series C Preferred Stock shall rank
senior to the Company's Series A Preferred Stock with respect to the payment of
dividends and distributions on Liquidation and on parity with the Series B
Preferred Stock with respect to the payment of dividends and distributions on
Liquidation.
2. DEFINITIONS. Unless the context otherwise requires, when used
herein the following terms shall have the meaning indicated.
"ADJUSTED STATED VALUE" with respect to each share of Series C
Preferred Stock means the Stated Value (a) increased at an annual rate of 8%
thereof, compounded quarterly, less (b) the amount of cash dividends actually
paid with respect to such share, in each case commencing on the Issue Date and
accruing through the applicable Conversion Date, or, in the case of a redemption
being effected pursuant to SECTIONS 6(H) OR 6(I), through the date of payment of
the redemption price.
"AFFILIATE" means with respect to any Person, any other Person
directly, or indirectly through one or more intermediaries, controlling,
controlled by or under common control with such Person. For purposes of this
definition, the term "control" (and correlative terms "controlling," "controlled
by" and "under common control with") means possession of the power, whether by
contract, equity ownership or otherwise, to direct the policies or management of
a Person.
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"AVERAGE MARKET PRICE" means, for a given security, the average Market
Price for such security for the ten Trading Day period ending on and including
the Trading Day prior to the date of determination; PROVIDED, HOWEVER, that if
during such period the Company takes any action or an action becomes effective
that would require an adjustment to the Conversion Price pursuant to SECTION 7
hereof, then such Average Market Price shall be appropriately adjusted to
reflect such action in a manner consistent with the adjustments set forth in
SECTION 7.
"BENEFICIALLY OWN" or "BENEFICIAL OWNERSHIP" has the meaning set forth
in Rules 13d-3 and 13d-5 of the Exchange Act.
"BOARD" means the Board of Directors of the Company.
"BUSINESS COMBINATION" means (i) any consolidation or merger of the
Company with or into any Person or (ii) any Change of Control Stock Issuance, or
(iii) the sale, assignment conveyance, transfer, lease or other disposition by
the Company of all or substantially all of its assets followed by a liquidation
of the Company.
"BUSINESS DAY" means any day except Saturday, Sunday and any day which
shall be a legal holiday or a day on which banking institutions in Houston,
Texas generally are authorized or required by law or other governmental actions
to close.
"CAPITAL STOCK" means (i) with respect to any Person that is a
corporation, any and all shares, interests, participations or other equivalents
(however designated) of capital or capital stock of such Person and (ii) with
respect to any Person that is not a corporation, any and all partnership or
other equity interests of such Person.
"CERTIFICATE" means the Certificate of Incorporation of the Company, as
amended (including any certificate of designation establishing a series of
preferred stock).
"CERTIFICATE OF DESIGNATION" means this Certificate of Designation of
the Series C Preferred Stock.
"CHANGE OF CONTROL STOCK ISSUANCE" shall mean any issuance, in a single
transaction or series of related transactions, by the Company of shares of
Common Stock or Common Stock Equivalents in connection with the acquisition of
assets (including cash) or securities by the Company or a Subsidiary of the
Company (including by way of a merger of a Subsidiary of the Company with or
into a Person), except where (i) the shareholders of the Company immediately
prior to such issuance own (in substantially the same proportion relative to
each other as such shareholders owned the Common Stock or Voting Stock of the
Company, as the case may be, immediately prior to such consummation) (x) more
than 50% of the Voting Stock of the Company immediately after such issuance, and
(y) more than 50% of the outstanding Common Stock immediately after such
issuance, (ii) the members of the Board immediately prior to entering into the
agreement relating to such issuance (or if no such agreement is entered into,
then immediately prior to the consummation of such issuance) constitute at least
a majority of the Board immediately after such issuance, with no agreements or
arrangements in place immediately after such consummation that would result in
the
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members of the Board immediately prior to the entering into the agreement
relating to such issuance ceasing to constitute at least a majority of the Board
and (iii) no Person or Group of Persons immediately after such issuance is the
Beneficial Owner of 40% or more of the total outstanding Voting Stock of the
Company or Common Stock. In calculating the percentage of the Voting Stock of
the Company owned by the shareholders of the Company immediately prior to an
issuance of Common Stock or Common Stock Equivalents in which there is more than
one class or series of Voting Stock, the percentage of the Voting Stock shall be
calculated based on the number of votes eligible to be cast in the election of
the directors of the Company generally. In calculating the percentages of Voting
Stock and Common Stock owned for purposes of this definition, such calculation
shall be calculated on a basis assuming the exercise or conversion in full of
all Common Stock Equivalents and on a basis disregarding all Common Stock
Equivalents, and the percentage which results in the lower percentage owned by
the shareholders of the Company shall apply in the application of clause (i)
above.
"COMMON STOCK" means the Company's common stock, par value $.01 per
share, and any Capital Stock for or into which such Common Stock hereafter is
exchanged, converted, reclassified or recapitalized by the Company or pursuant
to a Business Combination to which the Company is a party.
"COMMON STOCK EQUIVALENTS" means (without duplication with any other
Common Stock or Common Stock Equivalents) rights, warrants, options, convertible
securities or exchangeable securities, exercisable for or convertible or
exchangeable into, directly or indirectly, Common Stock, whether at the time of
issuance or upon the passage of time or the occurrence of some future event.
"COMPANY" means Input/Output, Inc. a Delaware corporation.
"CONVERSION DATE" is defined in SECTION 6(D).
"CONVERSION PRICE" means $8.50, as adjusted from time to time in
accordance with SECTION 7.
"CONVERSION RATIO" is defined in SECTION 6(C).
"DGCL" means the General Corporation Law of the State of Delaware, as
amended, or any successor statute or other legislation.
"DIVIDEND PAYMENT DATE" is defined in SECTION 3(A).
"DIVIDEND PERIOD" is defined in SECTION 3(A).
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
or any successor statute, and the rules and regulations promulgated thereunder.
"EXCLUDED STOCK" means (i) shares of Common Stock issued by the Company
as a stock dividend payable in shares of Common Stock, or upon any subdivision
or split-up of the outstanding shares of Capital Stock in each case which is
subject to SECTION 7(B), or upon conversion of shares of Capital Stock (but not
the issuance of such Capital Stock which will be subject to the provisions
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of SECTION 7(A)(iii)), (ii) shares of Common Stock to be issued to employees,
directors, consultants and advisors of the Company pursuant to Stock Plans in
accordance with their respective terms.
"GROUP" means a group as contemplated by Section 13(d)(3) of the
Exchange Act.
"HOLDER" means a holder of record of Series C Preferred Stock.
"INITIAL CONVERSION DATE" means the first to occur of any of the
following: (i) May 7, 2002, (ii) an agreement providing for a Business
Combination is approved by the Board or a Business Combination is consummated,
(iii) a Tender Offer for Common Stock is approved or recommended by the Board or
(iv) there is a redemption, repurchase or reacquisition by the Company of Rights
issued pursuant to the Rights Agreement or any waiver of the application of the
Rights Agreement to any Beneficial Owner other than Purchaser or its Affiliates
except in the case of this clause (iv) as approved by the Purchaser's
representative to the Board.
"ISSUE DATE" means with respect to any shares of Series C Preferred
Stock the original date of issuance of such shares of Series C Preferred Stock.
"JUNIOR SECURITIES" means Capital Stock that, with respect to dividends
and distributions upon Liquidation, ranks junior to the Series C Preferred
Stock.
"LIQUIDATION" means the voluntary or involuntary liquidation,
dissolution or winding up of the Company; PROVIDED, HOWEVER, that a merger or
consolidation shall not be deemed a Liquidation nor shall the sale of assets not
requiring shareholder approval be deemed to be a Liquidation.
"LIQUIDATION PREFERENCE" is defined in SECTION 5.
"MANDATORY CONVERSION DATE" is defined in SECTION 6(B).
"MARKET PRICE" means, with respect to a particular security, on any
given day, the last reported sale price regular way or, in case no such reported
sale takes place on such day, the average of the last closing bid and asked
prices regular way, in either case on the principal national securities exchange
on which the applicable security is listed or admitted to trading, or if not
listed or admitted to trading on any national securities exchange, (i) the
closing sale price for such day reported by the Nasdaq Stock Market if such
security is traded over-the-counter and quoted in the Nasdaq Stock Market, or
(ii) if such security is so traded, but not so quoted, the average of the
closing reported bid and asked prices of such security as reported by the Nasdaq
Stock Market or any comparable system, or (iii) if such security is not listed
on the Nasdaq Stock Market or any comparable system but is actively traded, the
average of the closing bid and asked prices as furnished by two members of the
National Association of Securities Dealers, Inc. selected from time to time by
the Company for that purpose. If such security is not listed and traded in a
manner that the quotations referred to above are available for the period
required hereunder, the Market Price shall be deemed to be the fair value per
share of such security as determined by a nationally recognized investment
banking firm selected by the Board and reasonably acceptable to the Holders of a
majority of the outstanding shares of Series C Preferred Stock.
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"ORDINARY CASH DIVIDENDS" means any cash dividend or distribution
which, when combined on a per share of Common Stock basis with the per share
amounts of all other cash dividends and distributions paid on the Common Stock
during the 365-day period ending on the date of declaration of such dividend or
distribution (as adjusted to appropriately reflect any of the events referred to
in SECTION 7 and excluding cash dividends or distributions that resulted in an
adjustment to the Conversion Price), does not exceed 5% of the Market Price of a
share of Common Stock on the Trading Day immediately preceding the date of
declaration of such dividend or distribution.
"PARITY SECURITIES" means Capital Stock that, with respect to dividends
or distributions upon Liquidation, is PARI PASSU with the Series C Preferred
Stock.
"PERMITTED PARITY SECURITIES" means up to 20,000 shares of Preferred
Stock of the Company constituting no more than one series of Preferred Stock,
each share of which (i) has a liquidation preference of not more than $1,000 per
share exclusive of accrued and unpaid dividends, (ii) has a dividend rate of not
more than one percent per annum, (iii) has no more than one vote per share with
respect to matters on which it votes together with the Series C Preferred Stock
and Series B Preferred Stock and other Permitted Parity Securities as a single
class and (iv) is PARI PASSU with the Series C Preferred Stock and Series B
Preferred Stock with respect to the payment of dividends and distributions upon
Liquidation.
"PERSON" means an individual or a corporation, partnership, trust,
incorporated or unincorporated association, limited liability company, joint
venture, joint stock company, government (or an agency or political subdivision
thereof) or other entity of any kind.
"PRO RATA REPURCHASE" means any purchase of shares of Common Stock by
the Company or any Affiliate thereof pursuant to any tender offer or exchange
offer subject to Section 13(e) of the Exchange Act, or pursuant to any other
offer available to substantially all holders of Common Stock, whether for cash,
shares of capital stock of the Company, other securities of the Company,
evidences of indebtedness of the Company or any other person or any other
property (including, without limitation, shares of capital stock, other
securities or evidences of indebtedness of a subsidiary of the Company), or any
combination thereof; PROVIDED, HOWEVER, that "Pro Rata Repurchase" shall not
include any purchase of shares by the Company or any Affiliate thereof made in
accordance with the requirements of Rule 10b-18 as in effect under the Exchange
Act. The "effective date" of a Pro Rata Repurchase shall mean the date of
acceptance of shares for purchase or exchange under any tender or exchange offer
which is a Pro Rata Repurchase or the date of purchase with respect to any Pro
Rata Repurchase that is not a tender or exchange offer.
"PURCHASE AGREEMENT" means the Purchase Agreement dated as of April 21,
1999 between the Company and the Purchaser providing for the purchase by the
Purchaser of 40,000 shares of Series B Preferred Stock and up to 15,000 shares
of Series C Preferred Stock from the Company, including all schedules and
exhibits thereto.
"PURCHASER" means SCF-IV, L.P., a Delaware limited partnership.
"RECORD DATE" is defined in SECTION 3(A).
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"REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement
dated as of May 7, 1999 between the Company and the Purchaser providing for
certain registration rights under the Securities Act with respect to the Common
Stock into which the Series B Preferred Stock and Series C Preferred Stock may
be converted.
"RIGHTS AGREEMENT" has the meaning set forth in SECTION 6(G).
"SECURITIES ACT" means the Securities Act of 1933, as amended, or any
successor statute, and the rules and regulations promulgated thereunder.
"SENIOR SECURITIES" means Capital Stock that, with respect to dividends
or distributions upon Liquidation, ranks senior to the Series C Preferred Stock.
"SERIES B PREFERRED STOCK" means the Series B Preferred Stock of the
Company issued to Purchaser pursuant to the Purchase Agreement.
"STATED VALUE" is an amount equal to $1,000.00 per share of Series C
Preferred Stock.
"STOCK PLANS" means the Company's stock option, stock incentive,
restricted stock, employee stock purchase or other similar plans, in each case
that have been approved by the Company's shareholders.
"SUBSIDIARY" of a Person means (i) a corporation, a majority of whose
stock with voting power, under ordinary circumstances, to elect directors is at
the time of determination, directly or indirectly, owned by such Person or by
one or more Subsidiaries of such Person, or (ii) any other entity (other than a
corporation) in which such Person or one or more Subsidiaries of such Person,
directly or indirectly, at the date of determination thereof has a majority
ownership interest or, with respect to a limited partnership, is a general
partner of such limited partnership.
"TENDER OFFER" means any transaction to which Regulation 14D of the
Exchange Act applies.
"TRADING DAY" means a day on which the principal market with respect to
the security in question is regularly scheduled to be open for trading, or if
there is not such principal market, then a day on which the New York Stock
Exchange is regularly scheduled to be open for trading.
"VOTING STOCK" of a Person means Capital Stock of such Person of the
class or classes pursuant to which the holders thereof have the general voting
power under ordinary circumstances to vote in the election of the board of
directors, managers or trustees of such Person.
The foregoing definitions will be equally applicable to both the
singular and plural forms of the defined terms.
3. DIVIDENDS AND DISTRIBUTIONS.
(A) The holders of Series C Preferred Stock shall be
entitled to receive out of the assets of the Company legally available
for that purpose, cumulative preferential cash
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dividends at a rate per annum of one percent (1%) of the Stated Value
(equivalent to $10 per annum or $2.50 per quarter) for each share of
Series C Preferred Stock, and, except as provided in SECTION 3(B), no
more, to be paid in accordance with the terms of this SECTION 3. Such
dividends shall be cumulative from the Issue Date and shall be payable
in arrears, when and as declared by the Board, on March 31, June 30,
September 30 and December 31 of each year (each such date being herein
referred to as a "DIVIDEND PAYMENT DATE"), commencing on the first such
Dividend Payment Date following the Issue Date; PROVIDED that if any
Dividend Payment Date shall not be a Business Day, then the Dividend
Payment Date shall be on the next succeeding day that is a Business
Day. The period from the Issue Date to the next Dividend Payment Date
and each quarterly period between consecutive Dividend Payment Dates
shall hereinafter be referred to as "DIVIDEND PERIODS." Dividends for
the initial Dividend Period shall be pro rated on a daily basis
commencing on and including the Issue Date on the basis of a 360-day
year. Each such dividend shall be paid to the holders of record of the
Series C Preferred Stock as their names appear on the share register of
the Company on the corresponding Record Date. As used above, the term
"RECORD DATE" means, with respect to the dividend payable on March 31,
June 30, September 30 and December 31, respectively, of each year, the
preceding March 15, June 15, September 15 and December 15, or such
other record date designated by the Board with respect to the dividend
payable on such respective Dividend Payment Date not exceeding 30 days
preceding such Dividend Payment Date. Dividends on account of arrears
for any past Dividend Periods may be declared and paid, together with
any accrued but unpaid interest thereon to and including the date of
payment, at any time, without reference to any Dividend Payment Date,
to holders of record on a date designated by the Board, not exceeding
30 days preceding the payment date thereof, as may be fixed by the
Board.
(B) If, on any Dividend Payment Date, the Company fails
to pay dividends, then until the dividends that were scheduled to be
paid on such date are paid, such dividends shall cumulate and shall
accrue additional dividends with respect to such unpaid dividends to
and including the date of payment thereof at the rate of one percent
(1%) per annum, compounded on a quarterly basis. Dividends for any
period less than a full quarterly Dividend Period or for a period
commencing on a Dividend Payment Date and ending on a Conversion Date
shall cumulate on a day-to-day basis and shall be computed on the basis
of a 360-day year.
(C) So long as any shares of the Series C Preferred Stock
shall be outstanding, (i) the Company shall not declare or pay any
dividend whatsoever, whether in cash, property or otherwise, set aside
any cash or property for the payment of dividends, or make any other
distribution on any Junior Securities (except a dividend or
distribution payable solely in shares of Junior Securities), (ii) the
Company shall not declare or pay any dividend whatsoever, whether in
cash, property or otherwise, set aside any cash or property for the
payment of dividends, or make any other distribution on any Parity
Securities ranking on parity with the Series C Preferred Stock with
respect to dividends or distributions (except a dividend or
distribution payable solely in shares of Junior Securities), unless
declared and paid PRO RATA with the Series C Preferred Stock in
proportion to the full amount to which they would otherwise be
respectively entitled, and (iii) the Company shall not and shall cause
its Subsidiaries not to repurchase, redeem or otherwise acquire or set
aside any cash or property
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for the repurchase or redemption of any Junior Securities or Parity
Securities, unless in each such case all dividends to which the holders
of the Series C Preferred Stock shall have been entitled for all
previous Dividend Periods shall have been paid or declared and a sum of
money sufficient for the payment thereof shall have been set aside.
4. VOTING RIGHTS. The Holders shall have the following voting
rights with respect to the Series C Preferred Stock:
(A) Subject to applicable law, the shares of Series C
Preferred Stock shall have no voting rights other than as set forth in
this SECTION 4.
(B) Holders of shares of the Series C Preferred Stock
shall be entitled to vote upon all matters upon which holders of Common
Stock have the right to vote, and Holders shall have that number of
votes on all such matters as is equal to the Conversion Ratio that
would apply if such Holder's shares of Series C Preferred Stock were to
be converted pursuant to SECTION 6(A) (using the calculation of such
Conversion Ratio specified in SECTION 6(C)(i) and not SECTION 6(C)(ii)
for such purpose) as of the record date for the determination of the
shareholders entitled to vote on such matters, or, if no such record
date is established as of the date such vote is taken or any written
consent of shareholders is solicited, such votes to be counted together
with all other shares of capital stock having general voting powers and
not separately as a class. Fractional votes shall not, however, be
permitted and any fractional voting rights resulting from the above
formula (after aggregating all shares into which shares of Series C
Preferred Stock held by each Holder could be converted) shall be
rounded up to the nearest whole number.
(C) The Holders of the Series C Preferred Stock, voting
together with the Series B Preferred Stock and any Permitted Parity
Securities as a separate class with one vote per share of Series C
Preferred Stock, shall be entitled to elect one member of the Board at
each meeting or pursuant to each consent of the Company's shareholders
for the election of directors (unless the term of the director
previously elected by the Holders pursuant to this Section 4(C) would
continue after such election). If the director so elected by the
Holders shall cease to serve as director before his term shall expire,
the Holders may, at a special meeting of such Holders, elect a
successor to hold office for the unexpired term of such director. The
Secretary of the Company may call, and upon written request of the
Holders of ten percent (10%) or more of the outstanding Series C
Preferred Stock addressed to him at the principal office of the Company
shall call, such a special meeting of the Holders for the election of
such director as provided herein. Such meeting shall be held within
fifty (50) days after delivery of such request to such Secretary, at
the place and upon the notice provided by law and in the Bylaws of the
Company for the holding of meetings of its shareholders. Any director
who shall have been elected pursuant to this SECTION 4(C), may be
removed during the aforesaid term of office, with or without cause,
only by the affirmative vote of a majority votes entitled to be cast by
the Holders of Series C Preferred Stock, the Series B Preferred Stock
and the holders of then outstanding Permitted Parity Securities.
(D) (i) The consent of the Holders of at least a
majority of the Series C Preferred Stock, voting together with the
Series B Preferred Stock and the Permitted Parity
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Securities as a single class with one vote per share, in person or by
proxy, either in writing without a meeting or at an annual or a special
meeting of shareholders called for the purpose, shall be necessary to:
(A) amend, alter or repeal, by way of
merger or otherwise, any of the provisions of the
Certificate, so as to authorize, create or issue any
shares of Parity Securities (other than Permitted
Parity Securities) or Senior Securities (or amend the
provisions of any existing class of Capital Stock to
make such class of Capital Stock a class of Parity
Securities or Senior Securities),
(B) issue any Parity Securities (other
than Permitted Parity Securities) or Senior
Securities, or
(C) consummate any Business
Combination.
(ii) The consent of the Holders of at least a
majority of the Series C Preferred Stock, voting separately as
a single class with one vote per share, in person or by proxy,
either in writing without a meeting or at an annual or a
special meeting of shareholders called for the purpose, shall
be necessary to amend, alter or repeal, by way of merger or
otherwise, any of the provisions of (x) the Certificate of
Designation or any certificate of designation of terms of any
Parity Securities, or (y) the Certificate, so as to affect
adversely any of the rights, preferences or privileges of
Holders.
5. LIQUIDATION PREFERENCE. In the event of any Liquidation, after
payment or provision for payment by the Company of the debts and other
liabilities of the Company and the liquidation preference of any Senior
Securities that rank senior to the Series C Preferred Stock with respect to
distributions on Liquidation, each Holder shall be entitled to receive an amount
in cash for each share of the then outstanding Series C Preferred Stock held by
such Holder equal to the Stated Value per share, plus an amount equal to all
accrued but unpaid dividends thereon, whether or not earnings are available in
respect of such dividends or such dividends have been declared, to and including
the date full payment is tendered to the Holders with respect to such
Liquidation, and no more (such amount being referred to herein as the
"LIQUIDATION PREFERENCE"), before any distribution shall be made to the holders
of any Junior Securities upon the Liquidation of the Company. In case the assets
of the Company available for payment to the Holders upon a Liquidation are
insufficient to pay the full Liquidation Preference on all outstanding shares of
the Series C Preferred Stock and all outstanding Senior Securities or Parity
Securities, in each case ranking on parity with the Series C Preferred Stock as
to distributions on Liquidation, in the amounts to which the holders of such
shares are entitled, then the entire assets of the Company available for payment
to the Holders of Series C Preferred Stock and holders of such Senior Securities
or Parity Securities will be distributed ratably among the Holders of the Series
C Preferred Stock and the holders of such Senior Securities or Parity
Securities, based upon the aggregate amount due on such shares upon Liquidation.
Written notice of any Liquidation of the Company, stating a payment date and the
place where the distributable amounts shall be payable, shall be given by mail,
postage prepaid, not less than 30 days prior to the payment
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date stated therein, to the Holders of record of the Series C Preferred Stock at
their respective addresses as the same shall appear on the books of the Company.
6. CONVERSION RIGHTS. The Series C Preferred Stock shall be
convertible as follows:
(A) CONVERSION AT HOLDER'S OPTION. The Holder of any
shares of Series C Preferred Stock shall have the right at such
Holder's option, at any time after the Initial Conversion Date and
prior to the Mandatory Conversion Date and without the payment of any
additional consideration, to convert any or all of such shares of
Series C Preferred Stock into a number of fully paid and nonassessable
shares of Common Stock for each such share of Series C Preferred Stock
equal to the Conversion Ratio, upon the terms hereinafter set forth.
(B) MANDATORY CONVERSION. On May 7, 2004 (the "MANDATORY
CONVERSION DATE"), each outstanding share of Series C Preferred Stock
shall, without any action on the part of the Holder of such share, be
converted automatically into a number of fully paid and nonassessable
shares of Common Stock equal to the Conversion Ratio, upon the terms
hereinafter set forth; PROVIDED, HOWEVER, that if the shares of Common
Stock issuable upon conversion of the Series C Preferred Stock are not
immediately freely transferrable under the Securities Act by the
Holders thereof, the Mandatory Conversion Date shall be delayed until
such time as the resale of the Common Stock issuable upon conversion of
such Series C Preferred Stock has been registered under the Securities
Act in accordance with the terms of the Registration Rights Agreement.
(C) CONVERSION RATIO. In the event of a conversion
pursuant to SECTION 6(A) OR 6(B), the Conversion Ratio shall be a
number of shares of Common Stock calculated using either of the
following methods at the option of the Holder as may be specified by
the Holder at the time of conversion, or, if no such specification is
made, using the method that results in the highest number:
(i) the amount determined by dividing (a) the
Stated Value plus any accrued and unpaid dividends to and
including the applicable Conversion Date by (b) the Conversion
Price in effect on the applicable Conversion Date; or
(ii) the amount determined by dividing (a) the
Adjusted Stated Value as of the applicable Conversion Date by
(b) the Average Market Price determined as of the applicable
Conversion Date (but not less than the lesser of $.01 or the
par value per share of the Common Stock at the time of
conversion).
(D) MECHANICS OF CONVERSION. The Holder of any shares of
Series C Preferred Stock may exercise the conversion right specified in
SECTION 6(A) by surrendering to the Company or any transfer agent of
the Company the certificate or certificates representing the shares of
Series C Preferred Stock to be converted, accompanied by written notice
specifying the number of such shares to be converted. If the
certificates representing shares of Common Stock issuable upon
conversion of shares of Series C Preferred Stock are to be issued in a
name other than the name on the face of the certificates representing
such shares of Series C
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Preferred Stock, such certificates shall be accompanied by such
evidence of the assignment and such evidence of the signatory's
authority with respect thereto as deemed appropriate by the Company or
its transfer agent. Conversion shall be deemed to have been effected
(i) with respect to conversions pursuant to SECTION 6(A), on the date
when the notice of an election to convert pursuant to SECTION 6(A) and
certificates representing the shares being converted are actually
received by the Company or any transfer agent of the Company, or (ii)
with respect to mandatory conversion pursuant to SECTION 6(B), on the
Mandatory Conversion Date. Such dates that the conversion shall be
deemed to be effective shall be referred to herein as the "CONVERSION
DATE." Subject to the provisions of SECTION 7(G), as promptly as
practicable after the Conversion Date, the Company shall issue and
deliver to or upon the written order of such Holder a certificate or
certificates for the number of shares of Common Stock to which such
Holder is entitled upon such conversion and a check or cash with
respect to any fractional interest in a share of Common Stock, as
provided in SECTION 6(E). The person in whose name the certificate or
certificates for shares of Common Stock are to be issued shall be
deemed to have become a holder of record of such shares of Common Stock
on the applicable Conversion Date. Upon conversion of only a portion of
the shares covered by a certificate representing shares of Series C
Preferred Stock surrendered for conversion pursuant to SECTION 6(A),
the Company shall issue and deliver to or upon the written order of the
Holder of the certificate so surrendered for conversion, at the expense
of the Company, a new certificate representing the number of shares of
Series C Preferred Stock representing the unconverted portion of the
certificate so surrendered.
(E) FRACTIONAL SHARES. No fractional shares of Common
Stock or scrip shall be issued upon conversion of shares of Series C
Preferred Stock. If more than one share of Series C Preferred Stock
shall be surrendered for conversion at any one time by the same Holder,
the number of shares of Common Stock issuable upon conversion thereof
shall be computed on the basis of the aggregate number of shares of
Series C Preferred Stock so surrendered. Instead of any fractional
share of Common Stock which would otherwise be issuable upon conversion
of any shares of Series C Preferred Stock, the Company shall pay a cash
adjustment in respect of such fractional interest in an amount equal to
that fractional interest of the Market Price of the Common Stock on the
Conversion Date.
(F) AUTHORIZATION AND ISSUANCE. The Company covenants and
agrees that:
(i) the shares of Common Stock issuable upon any
conversion of any shares of Series C Preferred Stock will be
deemed to have been issued to the Person exercising such
conversion rights set forth herein on the Conversion Date, and
the Person exercising such conversion rights will be deemed
for all purposes to have become the record holder of such
shares of Common Stock on the Conversion Date;
(ii) all shares of Common Stock which may be
issued upon any conversion of any Series C Preferred Stock
will, upon issuance, be fully paid and non-assessable and free
from all taxes, liens and charges with respect to the issue
thereof;
(iii) the Company will take all such action as may
be necessary to assure that all shares of Common Stock
issuable upon conversion of shares of Series C
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Preferred Stock may be issued without violation of any
applicable law or regulation or of any requirements of any
domestic securities exchange upon which securities of the same
class may be listed and shall endeavor to list the shares of
Common Stock required to be delivered upon conversion of the
shares of Series C Preferred Stock, prior to such delivery,
upon each national securities exchange, if any, upon which the
outstanding Common Stock is listed at the time of such
delivery;
(iv) the Company will not take any action which
would result in any adjustment of the Conversion Price if the
total number of shares of Common Stock issuable after such
action upon conversion of all shares of Series C Preferred
Stock, together with all shares of Common Stock then
outstanding and all shares of Common Stock then issuable upon
the exercise of all outstanding Common Stock Equivalents,
would exceed the total number of shares of Common Stock then
authorized by the Certificate of Incorporation;
(v) the Company will at all times reserve and
keep available, out of its authorized but unissued shares of
Common Stock or out of shares of Common Stock held in its
treasury, the full number of shares of Common Stock into which
all shares of the Series C Preferred Stock having conversion
privileges from time to time outstanding are convertible; and
(vi) the Company will at no time close its
transfer books against the transfer of the Series C Preferred
Stock or of any share of Common Stock issued or issuable upon
the conversion of the Series C Preferred Stock in any manner
which interferes with the timely conversion of the Series C
Preferred Stock.
(G) RIGHTS. Whenever the Company issues shares of Common
Stock upon conversion of Series C Preferred Stock, the Company will
issue, together with each such share of Common Stock, one right to
purchase Series A Preferred Stock of the Company (or other securities
in lieu thereof) pursuant to the Rights Agreement dated as of January
17, 1997 by and between the Company and Harris Trust and Savings Bank,
as amended (the "RIGHTS AGREEMENT"), or any similar rights, if any,
issued to holders of Common Stock in addition thereto or in the
replacement therefor (such rights, together with any additional or
replacement rights, being collectively referred to as the "RIGHTS"),
whether or not such rights shall be exercisable at such time, but only
if such Rights are issued and outstanding and held by other holders of
Common Stock (or are evidenced by outstanding share certificates
representing Common Stock) at such time and have not expired or been
redeemed.
(H) CASH REDEMPTION OPTION. Notwithstanding the
provisions of SECTIONS 6(A) OR 6(B), in the event of a conversion of
Series C Preferred Stock pursuant to which the Conversion Ratio is
determined using SECTION 6(C)(ii) (rather than SECTION 6(C)(i)), then,
provided that full cumulative dividends shall have been paid or
declared and set apart for payment upon all outstanding shares of
Series C Preferred Stock for all past dividend periods, the Company may
offer to redeem for cash any or all of such shares of Series C
Preferred Stock at a redemption price per share equal to the Adjusted
Stated Value (a "REDEMPTION OFFER"), in lieu of effecting such
conversion. To effect a Redemption Offer, the Company
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must give notice of such election, specifying the redemption price, (a
"REDEMPTION OFFER NOTICE") to the Holder of such shares of Series C
Preferred Stock (i) with respect to conversions pursuant to SECTION
6(A), within three Business Days after the notice of an election to
convert pursuant to SECTION 6(A) is received by the Company or any
transfer agent of the Company, or (ii) with respect to mandatory
conversion pursuant to SECTION 6(B), on the Mandatory Conversion Date.
If the Company fails to give a Redemption Offer Notice within the
foregoing time periods, it may not make a Redemption Offer. If the
Company has given a Redemption Offer Notice with respect to more than
50% of the shares of Series C Preferred Stock to be converted, then
within three Business Days following receipt of a Redemption Offer
Notice, the Holder may give notice to the Company declining the
Company's offer to redeem up to 50% of the shares of Series C Preferred
Stock to be converted, in which event the Company will not be entitled
to redeem such shares as specified and must convert such shares into
Common Stock in accordance with the terms hereof effective as of the
Conversion Date. The Company shall be entitled to redeem all of the
shares subject to the Redemption Offer Notice at the redemption price
set forth above to the extent the Holder does not properly decline such
redemption in accordance with the prior sentence. The Company shall
make any such redemption payment by wire transfer to an account
specified by the Holder on the first Business Day following the
expiration of the three Business Day period after the Holder's receipt
of the Redemption Offer Notice, failing which payment the Company shall
not be entitled to redeem such shares but shall be obligated to convert
all of such Shares into Common Stock in accordance with the terms
hereof.
(I) LIMITATION ON NUMBER OF CONVERSION SHARES.
Notwithstanding the provisions of SECTIONS 6(A) OR 6(B), if the Company
ever issues Common Stock upon conversion of Series C Preferred Stock
pursuant to which the Conversion Ratio is calculated pursuant to
SECTION 6(C)(ii) rather than SECTION 6(C)(i), the Company shall not be
obligated to issue, in the aggregate, a number of shares of Common
Stock in excess of the NYSE Limitation upon conversion of the Series C
Preferred Stock. The "NYSE Limitation" shall mean the maximum number of
shares of Common Stock that could be issued by the Company pursuant to
the conversion of the Series B Preferred Stock, the Series C Preferred
Stock and any substantially similar series of Permitted Parity
Securities issued to the Holder pursuant to the terms of the Purchase
Agreement without triggering a requirement to obtain the approval of
the Company's shareholders of such issuance pursuant to Section
312.03(c) of the New York Stock Exchange Listed Company Manual as in
effect on the Issue Date. To the extent that any shares of Series C
Preferred Stock are submitted for conversion such that the NYSE
Limitation would be exceeded, such excess shares shall, in lieu of
being converted into Common Stock, be redeemed in exchange for a cash
payment equal to the Adjusted Stated Value per share. The Company shall
make any such redemption payment by wire transfer to an account
specified by the Holder on the second Business Day following the
Conversion Date on which the shares of Series C Preferred Stock would
otherwise be converted into Common Stock.
7. CONVERSION PRICE ADJUSTMENTS. The Conversion Price shall be
subject to adjustment from time to time as follows:
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(A) COMMON STOCK ISSUED AT LESS THAN MARKET PRICE OR
CONVERSION PRICE. If the Company issues or sells any Common Stock other
than Excluded Stock without consideration or for a consideration per
share less than the Market Price per share of Common Stock, on the
Trading Day immediately preceding such issuance or sale or less than
the Conversion Price in effect immediately prior to such issuance or
sale, the Conversion Price in effect immediately prior to each such
issuance or sale will immediately (except as provided below) be reduced
to the price determined by multiplying the Conversion Price in effect
immediately prior to such issuance or sale, by a fraction, (1) the
numerator of which shall be (i) the number of shares of Common Stock
outstanding immediately prior to such issuance or sale plus (ii) the
number of shares of Common Stock which the aggregate consideration
received by the Company for the total number of such additional shares
of Common Stock so issued or sold would purchase at the higher of (x)
the Market Price per share of Common Stock on the Trading Day
immediately preceding such issuance or sale and (y) the Conversion
Price in effect immediately prior to such issuance or sale and (2) the
denominator of which shall be the number of shares of Common Stock
outstanding immediately after such issue or sale. For the purposes of
any adjustment of the Conversion Price pursuant to this SECTION 7(A),
the following provisions shall be applicable:
(i) in the case of the issuance of Common Stock
for cash, the amount of the consideration received by the
Company shall be deemed to be the amount of the cash proceeds
received by the Company for such Common Stock before deducting
therefrom any discounts or commissions allowed, paid or
incurred by the Company for any underwriting or otherwise in
connection with the issuance and sale thereof;
(ii) in the case of the issuance of Common Stock
(otherwise than upon the conversion of shares of Capital Stock
or other securities of the Company) for a consideration in
whole or in part other than cash, including securities
acquired in exchange therefor (other than securities by their
terms so exchangeable), the consideration other than cash
shall be deemed to be the fair value thereof as reasonably
determined by the Board, irrespective of any accounting
treatment; PROVIDED, HOWEVER, that such fair value as
determined by the Board shall not exceed the aggregate Market
Price of the shares of Common Stock being issued as of the
date the Board authorizes the issuance of such shares;
(iii) in the case of the issuance of (a) options,
warrants or other rights to purchase or acquire Common Stock
(whether or not at the time exercisable), (b) securities by
their terms convertible into or exchangeable for Common Stock
(whether or not at the time so convertible or exchangeable) or
options, warrants or rights to purchase such convertible or
exchangeable securities (whether or not at the time
exercisable):
(1) the aggregate maximum number of
shares of Common Stock deliverable
upon exercise of such options,
warrants or other rights to purchase
or acquire Common Stock shall be
deemed to have been issued at the
time such options, warrants or
rights are issued and for a
consideration equal to the
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<PAGE>
consideration (determined in the
manner provided in SECTION 7(A)(i)
AND (ii)), if any, received by the
Company upon the issuance of such
options, warrants or rights plus the
minimum purchase price provided in
such options, warrants or rights for
the Common Stock covered thereby;
(2) the aggregate maximum number of
shares of Common Stock deliverable
upon conversion of or in exchange
for any such convertible or
exchangeable securities, or upon the
exercise of options, warrants or
other rights to purchase or acquire
such convertible or exchangeable
securities and the subsequent
conversion or exchange thereof,
shall be deemed to have been issued
at the time such securities were
issued or such options, warrants or
rights were issued and for a
consideration equal to the
consideration, if any, received by
the Company for any such securities
and related options, warrants or
rights (excluding any cash received
on account of accrued interest or
accrued dividends), plus the
additional consideration (determined
in the manner provided in SECTION
7(A)(i) AND (ii)), if any, to be
received by the Company upon the
conversion or exchange of such
securities, or upon the exercise of
any related options, warrants or
rights to purchase or acquire such
convertible or exchangeable
securities and the subsequent
conversion or exchange thereof;
(3) on any change in the number of
shares of Common Stock deliverable
upon exercise of any such options,
warrants or rights or conversion or
exchange of such convertible or
exchangeable securities or any
change in the consideration to be
received by the Company upon such
exercise, conversion or exchange,
but excluding changes resulting from
the anti-dilution provisions thereof
(to the extent comparable to the
anti-dilution provisions contained
herein), the Conversion Price as
then in effect shall forthwith be
readjusted to such Conversion Price
as would have been obtained had an
adjustment been made upon the
issuance of such options, warrants
or rights not exercised prior to
such change, or of such convertible
or exchangeable securities not
converted or exchanged prior to such
change, upon the basis of such
change;
(4) on the expiration or cancellation of
any such options, warrants or rights
(without exercise), or the
termination of the right to convert
or exchange such convertible or
exchangeable securities (without
exercise), if the Conversion Price
shall have been adjusted upon the
issuance thereof, the Conversion
Price
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<PAGE>
shall forthwith be readjusted to
such Conversion Price as would have
been obtained had an adjustment been
made upon the issuance of such
options, warrants, rights or such
convertible or exchangeable
securities on the basis of the
issuance of only the number of
shares of Common Stock actually
issued upon the exercise of such
options, warrants or rights, or upon
the conversion or exchange of such
convertible or exchangeable
securities; and
(5) if the Conversion Price shall have
been adjusted upon the issuance of
any such options, warrants, rights
or convertible or exchangeable
securities, no further adjustment of
the Conversion Price shall be made
for the actual issuance of Common
Stock upon the exercise, conversion
or exchange thereof;
PROVIDED, HOWEVER, that no increase in the Conversion Price
shall be made pursuant to subclauses (1) or (2) of this
SECTION 7(A)(iii).
(B) STOCK SPLITS, SUBDIVISIONS, RECLASSIFICATIONS OR
COMBINATIONS. If the Company shall (1) declare a dividend or make a
distribution on its Common Stock in shares of Common Stock, (2)
subdivide or reclassify the outstanding shares of Common Stock into a
greater number of shares, or (3) combine or reclassify the outstanding
Common Stock into a smaller number of shares, the Conversion Price in
effect at the time of the record date for such dividend or distribution
or the effective date of such subdivision, combination or
reclassification shall be proportionately adjusted so that the Holder
of any shares of Series C Preferred Stock surrendered for conversion or
exchange after such date shall be entitled to receive the number of
shares of Common Stock which such holder would have owned or been
entitled to receive after such date had such Series C Preferred Stock
been converted or exchanged immediately prior to such date. Successive
adjustments in the Conversion Price shall be made whenever any event
specified above shall occur.
(C) OTHER DISTRIBUTIONS. In case the Company shall fix a
record date for the making of a distribution to all holders of shares
of its Common Stock (1) of shares of any class other than its Common
Stock or (2) of evidence of indebtedness of the Company or any
Subsidiary or (3) of assets (including cash but excluding Ordinary Cash
Dividends, and dividends or distributions referred to in SECTION 7(B)),
or (4) of rights or warrants, then in each such case the Conversion
Price in effect immediately prior thereto shall be reduced to the price
determined by multiplying the Conversion Price in effect immediately
prior to such record date by a fraction, (i) the numerator of which
shall be an amount equal to the difference resulting from (A) the
number of shares of Common Stock outstanding on such record date
multiplied by the Market Price per share of Common Stock on such record
date, less (B) the fair market value (as reasonably determined by the
Board) of said shares or evidences of indebtedness or assets or rights
or warrants to be so distributed, and (ii) the denominator of which
shall be equal to the number of shares of Common Stock outstanding on
such record date multiplied by the Market Price per share of Common
Stock on such
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<PAGE>
record date. Such adjustment shall be made successively whenever such a
record date is fixed. In the event that such distribution is not so
made, the Conversion Price then in effect shall be readjusted,
effective as of the date when the Board determines not to distribute
such shares, evidences of indebtedness, assets, rights or warrants, as
the case may be, to the Conversion Price that would then be in effect
if such record date had not been fixed.
(D) CERTAIN REPURCHASES OF COMMON STOCK. In case the
Company effects a Pro Rata Repurchase of Common Stock, then the
Conversion Price shall be reduced to the price determined by
multiplying the Conversion Price in effect immediately prior to the
effective date of such Pro Rata Repurchase by a fraction of which (1)
the numerator shall be (i) the product of (x) the number of shares of
Common Stock outstanding immediately before such Pro Rata Repurchase
and (y) the Market Price per share of Common Stock on the Trading Day
immediately preceding the first public announcement of the intent to
effect such Pro Rata Repurchase, minus (ii) the aggregate purchase
price of the Pro Rata Repurchase, and of which (2) the denominator
shall be the product of (a) the number of shares of Common Stock
outstanding immediately prior to such Pro Rata Repurchase minus the
number of shares of Common Stock so repurchased and (b) the Market
Price per share of Common Stock on the Trading Day immediately
preceding the first public announcement of such Pro Rata Repurchase.
(E) BUSINESS COMBINATIONS. In case of any Business
Combination in which the holders of shares of Common Stock are entitled
to receive stock, securities or property by virtue of their ownership
of Common Stock or a reclassification of Common Stock (other than a
reclassification of Common Stock referred to in SECTION 7(B)), each
share of Series C Preferred Stock shall after the date of such Business
Combination or reclassification be convertible into the number of
shares of stock or other securities or property (including cash) to
which the Common Stock issuable upon conversion of such share of Series
C Preferred Stock immediately prior to such Business Combination or
reclassification would have been entitled upon such Business
Combination or reclassification; and in any such case, if necessary,
the provisions set forth herein with respect to the rights and
interests thereafter of the Holders of the shares of Series C Preferred
Stock shall be appropriately adjusted so as to be applicable, as nearly
as may reasonably be, to any shares of stock or other securities or
property thereafter deliverable on the conversion of the shares of
Series C Preferred Stock. In determining the kind and amount of stock,
securities or the property receivable upon consummation of such
Business Combination, if the holders of Common Stock have the right to
elect the kind or amount of consideration receivable upon consummation
of such Business Combination, then the Holder of the Series C Preferred
Stock shall have the right to make a similar election as of the
Conversion Date with respect to the number of shares of stock or other
securities or property into which the Series C Preferred Stock shall be
convertible.
(F) ROUNDING OF CALCULATIONS; MINIMUM ADJUSTMENTS. All
calculations under this SECTION 7 shall be made to the nearest one
tenth (1/10th) of a cent or to the nearest one hundredth (1/100th) of a
share, as the case may be. Any provision of this SECTION 7 to the
contrary notwithstanding, no adjustment in the Conversion Price shall
be made if the amount of such adjustment would be less than $0.01, but
any such amount shall be carried forward and an adjustment with respect
thereto shall be made at the time of and together with any
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subsequent adjustment which, together with such amount and any other
amount or amounts so carried forward, shall aggregate $0.01 or more. In
addition, in no event shall be Conversion Price be adjusted to less
than the lesser of $.01 per share or the par value of the Common Stock.
(G) TIMING OF ISSUANCE OF ADDITIONAL COMMON STOCK UPON
CERTAIN ADJUSTMENTS. In any case in which the provisions of this
SECTION 7 shall require that an adjustment shall become effective
immediately after a record date for an event, the Company may defer
until the occurrence of such event (1) issuing to the Holder of any
share of Series C Preferred Stock converted after such record date and
before the occurrence of such event the additional shares of Common
Stock issuable upon such conversion by reason of the adjustment
required by such event over and above the shares of Common Stock
issuable upon such conversion before giving effect to such adjustment
and (B) paying to such Holder any amount of cash in lieu of a
fractional share of such Common Stock; PROVIDED, HOWEVER, that the
Company upon request shall deliver to such Holder a due bill or other
appropriate instrument evidencing such Holder's right to receive such
additional shares, and such cash, upon the occurrence of the event
requiring such adjustment.
(H) STATEMENT REGARDING ADJUSTMENTS. Whenever the
Conversion Price shall be adjusted as provided in SECTION 7 the Company
shall forthwith file, at the office of any transfer agent for the
Series C Preferred Stock and at the principal office of the Company a
statement showing in reasonable detail the facts requiring such
adjustment and the Conversion Price that shall be in effect after such
adjustment and the Company shall also cause a copy of such statement to
be sent by mail, first class postage prepaid, to each Holder at its
address appearing in the Company's records.
(I) NOTICES. In the event that the Company shall propose
to take any action of the type described in SECTION 7 (but only if the
action of the type described in SECTION 7 would result in an adjustment
in the Conversion Price or a change in the type of securities or
property to be delivered upon a conversion or exchange of Series C
Preferred Stock), the Company shall give notice to each Holder, in the
manner set forth in SECTION 7(H), which notice shall specify the record
date, if any, with respect to any such action and the approximate date
on which such action is to take place. Such notice shall also set forth
the facts with respect thereto as shall be reasonably necessary to
indicate the effect on the Conversion Price and the number, kind or
class of shares or other securities or property which shall be
deliverable upon conversion of shares of the Series C Preferred Stock.
In the case of any action which would require the fixing or a record
date, such notice shall be given at least 10 days prior to the date so
fixed, and in case of all other action, such notice shall be given at
least 15 days prior to the taking of such proposed action. Failure to
give such notice, or any defect therein, shall not affect the legality
or validity of any such action.
(J) NO IMPAIRMENT. The Company will not, by amendment of
its Certificate of Incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale
of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or
performed hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the
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provisions of SECTIONS 6 and 7 and in taking of all such action as may
be necessary or appropriate in order to protect the conversion rights
of the Holders of the Series C Preferred Stock against impairment.
(K) NO DUPLICATION OF ADJUSTMENTS. If any action would
require adjustment of the Conversion Price pursuant to more than one of
the provisions of this SECTION 7, only one adjustment shall be made and
such adjustment shall be the adjustment that results in the lowest
Conversion Price after giving effect to such adjustment.
8. LIMITATIONS ON SERIES C PREFERRED STOCK. No share or shares of
Series C Preferred Stock the Company acquires through redemption, option,
exchange or otherwise will be reissued as Series C Preferred Stock, and all such
shares will be canceled, retired and eliminated from the shares of Series C
Preferred Stock which the Company will be authorized to issue, and will be
restored to the status of authorized but undesignated preferred stock of the
Company eligible for designation and reissuance subject to the terms hereof and
the Certificate. The Company will not issue any further shares of Series C
Preferred Stock.
9. WAIVERS. With the written consent of Holders of a Majority of
the Series C Preferred Stock, the obligations of the Company and the rights of
the Holders under this Certificate of Designation may be waived (either
generally or in a particular instance, either retroactively or prospectively and
either for a specified period of time or indefinitely). Upon the effectuation of
each such waiver, the Company will promptly give written notice thereof to the
Holders who have not previously consented thereto in writing.
10. REDEMPTION. Except as expressly set forth herein, the Company
shall have no right or obligation to redeem the Series C Preferred Stock.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.
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IN WITNESS WHEREOF, this Certificate has been signed on behalf of the
Company by its President and attested to by its Secretary, all as of the 16th
day of August, 1999.
INPUT/OUTPUT, INC.
By: /s/ Robert P. Brindley
------------------------------------------
Robert P. Brindley
Executive Vice President and Secretary
ATTEST:
By: /s/ Roy Kelm
--------------------------
Name: Roy Kelm
Title: Vice President, Marine Division
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EXHIBIT 10.2
ROYALTY AGREEMENT
This Royalty Agreement is dated November 6, 1992 and serves as a portion
of the consideration for the Asset Purchase Agreement ("Purchase Agreement")
dated November 6, 1992, by and among I/O Sensors, Inc., a Delaware
corporation, ("Sensors"), Triton Energy Corporation, a Texas corporation
("Triton") and Triton Technologies, Inc., a Texas corporation ("TTI").
This Royalty Agreement will become effective when executed and delivered
upon closing of the transactions contemplated in the Purchase Agreement and
will constitute a termination of the License Agreement entered into by TTI
and Input/Output, Inc. effective January 1, 1988 ("License Agreement"),
supplanting and replacing the License Agreement in its entirety.
W I T N E S S E T H
WHEREAS, Sensors desires to purchase the assets of TTI under the terms
of the Purchase Agreement;
WHEREAS, Sensors, TTI and Triton have agreed that a portion of the
consideration paid by Sensors and received by TTI under the Purchase
Agreement shall be in the form of royalty payments as set forth below; and
WHEREAS, Sensors, Triton and TTI have agreed that this Royalty Agreement
will terminate and replace the License Agreement.
NOW, THEREFORE, in consideration of the mutual undertakings and
covenants between the parties, it is agreed as follows:
ARTICLE I
DEFINITIONS
As used in this Royalty Agreement, the defined terms below will have the
following meanings, equally applicable to both singular and plural form of
terms:
1.1. "SENSOR/ACCELEROMETER DEVICES" shall mean and refer to a bulk
micro-machined transducer to measure acceleration, the rights to which have
been assigned by TTI to Sensors under the Purchase Agreement.
1.2. "FIELD OF THIS AGREEMENT" shall mean and refer to sale of
Sensor/Accelerometer Devices.
<PAGE>
1.3. "PAYOUT" shall mean the payment of royalties under this Royalty
Agreement equal to an aggregate amount of ten million dollars
($10,000,000.00).
1.4. "NET SALES" shall mean and refer to the invoiced price after
deduction of regular and customary trade and quantity discounts (including,
but not limited to, freight allowances, cash discounts and sales
commissions), but before deduction of any other items. When utilized
commercially other than by sale, Net Sales shall mean and refer to the price
at which products of similar kind and quality are sold or are being offered
for sale in similar quantities. Credit against Net Sales shall be allowed for
products which are returned for credit.
1.5. "ROYALTY BEARING PRODUCTS" shall mean Sensor/Accelerometer Devices
which, as sold or otherwise disposed of, (i) come within any claim of an
unexpired patent, or patent application that issues as a patent, assigned by
TTI to Sensors under the Purchase Agreement or (ii) are made by use of a
process or equipment which, at the time of such making, comes within any claim
of an unexpired patent, or patent application that issues as a patent,
assigned by TTI to Sensors under the Purchase Agreement.
ARTICLE II
ROYALTIES
Sensors hereby agrees to make unto TTI, or its assignee, periodic
royalty payments during the term of this Royalty Agreement as follows:
(a) for geophysical applications,
(i) at the rate of five percent (5.0%) of Sensors's or its
licensees' Net Sales of Royalty Bearing Products until
Payout; and
(ii) following Payout, at the rate of three percent (3%) of
Sensors's or its licensees' Net Sales of Royalty Bearing
Products; and
(b) following Payout, for all applications other than geophysical, at
the rate of five percent (5%) of Sensor's or its licensee's Net
Sales of Royalty Bearing Products.
ARTICLE III
REPORTS, PAYMENTS, AND AUDITS
3.1. REPORTS. Each royalty payment shall be accompanied by a written
report setting forth the requisite information needed to calculate the
royalties accrued.
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3.2. PAYMENTS. The periodic royalty payments due and accrued hereunder
shall be paid quarterly for each calendar quarter within 45 days of the end
of such calendar quarter and forwarded to TTI along with the Section 3.1
report.
3.3. AUDITS. TTI shall have the right, no more than once during any
calendar year, to have an independent certified public accountant inspect the
relevant records of Sensors on 30 business days' notice and during regular
business hours to verify the reports and payments required to be made
hereunder. The cost of such inspection shall be borne by TTI.
ARTICLE IV
GENERAL PROVISIONS
4.1. TERM. This Royalty Agreement shall expire on the earlier of (i)
December 31, 2010 or (ii) the date of expiration of the last patent, or
patent application which issues as a patent, assigned by TTI to Sensors under
the Purchase Agreement.
4.2. CANCELLATION OF LICENSE AGREEMENT. The License Agreement is
terminated effective as of the effective date of this Purchase Agreement and
shall thereupon have no further force or effect.
4.3. NOTICE. Any notice provided or permitted to be given under this
Agreement must be in writing, but may be served by deposit in the mail,
addressed to the party to be notified, postage prepaid, and registered or
certified, with a return receipt requested. Notice given by registered mail
shall be deemed delivered and effective on the date of delivery shown on the
return receipt. Notice may be served in any other manner, including telex,
telecopy, telegram, etc., but shall be deemed delivered and effective as of
the time of actual delivery. For purposes of notice the addresses of the
parties shall be as follows:
If to Sensors:
Robert P. Brindley
Input/Output, Inc.
12300 Parc Crest Dr.
Stafford, Texas 77477
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With a copy to:
Marc Folladori
Haynes and Boone, L.L.P.
1600 Smith Street, Suite 3700
Houston, Texas 77002
If to TTI:
Charles B. Crowell
Triton Technologies, Inc.
6688 North Central Expressway, Suite 1400
Dallas, Texas 75206
If to Triton:
Charles B. Crowell
Triton Energy Corporation
6688 North Central Expressway, Suite 1400
Dallas, Texas 75206
Each party may change its address for notice by giving notice.
4.4 ENTIRE AGREEMENT. This Agreement, which incorporates all prior
understandings relating to its subject matter, contains the entire agreement
of the parties with respect to its subject matter and shall not be modified
except by written instrument executed by each party.
4.5 WAIVER. The failure of a party to insist upon strict performance
of any provision of this Agreement shall not constitute a waiver of, or
estoppel against asserting, the right to require performance in the future.
A waiver or estoppel in any one instance shall not constitute a waiver or
estoppel with respect to a later breach.
4.6 SEVERABILITY. If any of the terms and conditions of this
Agreement are held by any court of competent jurisdiction to contravene, or
to be invalid under, the laws of any political body having jurisdiction over
this subject matter, that contravention or invalidity shall not invalidate
the entire Agreement. Instead, this Agreement shall be construed as if it did
not contain the particular provision or provisions held to be invalid, the
rights and obligations of the parties shall be construed and enforced
accordingly, and this Agreement shall remain in full force and effect.
4.7 GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the internal law, and not the law of conflicts, of the
State of Texas.
-4-
<PAGE>
4.8 CONSTRUCTION. The headings in this Agreement are inserted for
convenience and identification only and are not intended to describe,
interpret, define, or limit the scope, extent, or intent of this Agreement or
any other provision hereof. Whenever the context requires, the gender of all
words used in this Agreement shall include the masculine, feminine, and
neuter, and the number of all words shall include the singular and the plural.
4.9 COUNTERPART EXECUTION. This Agreement may be executed in any
number of counterparts with the same effect as if all the parties had signed
the same document. All counterparts shall be construed together and shall
constitute one and the same instrument.
4.10 SUCCESSORS AND ASSIGNS. Except as otherwise provided, this
Agreement shall apply to, and shall be binding upon, the parties hereto, their
respective successors and assigns, and all persons claiming by, through, or
under any of these persons.
4.11 CUMULATIVE RIGHTS. The rights and remedies provided by this
Agreement are cumulative, and the use of any right or remedy by any party
shall not preclude or waive its right to use any or all other remedies.
These rights and remedies are given in addition to any other rights a party
may have by law, statute, in equity or otherwise.
4.12 NO THIRD PARTY BENEFICIARY. Any agreement to pay an amount or
any assumption of liability herein contained, express or implied, shall be
only for the benefit of the undersigned parties and their permitted
successors and assigns, and such agreements and assumption shall not inure to
the benefit of the obligees of any other party, whomsoever, it being the
intention of the undersigned that no one shall be deemed to be a third party
beneficiary of this Agreement.
4.13 DRAFTING PARTY. This Agreement expresses the mutual intent of
the parties to this Agreement. Accordingly, regardless of the party preparing
any document, the rule of construction against the drafting party shall have
no application to this Agreement.
4.14 RELIANCE. All covenants, agreements, representations and
warranties made in this Agreement shall be conclusively considered to have
been relied upon by the parties in entering into this Agreement.
-5-
<PAGE>
IN WITNESS WHEREOF, the parties have intended and hereby intend to be
bound hereby causing this Royalty Agreement to be executed by their duly
authorized officers as set forth below.
I/O SENSORS, INC.
By: /s/ Robert P. Brindley
---------------------------------
Name: Robert P. Brindley
---------------------------------
Title: Vice President
---------------------------------
TRITON TECHNOLOGIES, INC.
By: /s/ Gregory A. Austin
---------------------------------
Name: Gregory A. Austin
---------------------------------
Title: Assistant Treasurer
---------------------------------
TRITON ENERGY CORPORATION
By: /s/ Gregory A. Austin
---------------------------------
Name: Gregory A. Austin
---------------------------------
Title: Vice President and Treasurer
---------------------------------
Input/Output, Inc. ratifies Section 4.2 of this Agreement, cancelling the
License Agreement.
INPUT/OUTPUT, INC.
By: /s/ Robert P. Brindley
---------------------------------
Name: Robert P. Brindley
---------------------------------
Title: Chief Financial Officer
---------------------------------
-6-
<PAGE>
EXHIBIT 21.1
SUBSIDIARIES OF THE COMPANY
Jurisdiction Of
Organization
---------------
Input/Output of Canada, Inc. Delaware
I/O International, Inc. Delaware
I/O Eastern, Inc. Delaware
INGEO (J.V.) Russia
I/O Holdings, Inc.. Delaware
IPOP Management, Inc. Delaware
Global Charter Corporation Delaware
I/O Sensors, Inc. Delaware
Microflow Analytical, Inc. Delaware
Tescorp Seismic Products, Inc. Delaware
Reed Products, Inc. Delaware
I/O Cable, Inc. Delaware
DeRegt Special Cable Ltd. Ireland
Ardnaboha Trading, Ltd. Ireland
I/O Exploration Products (U.S.A.), Inc. Delaware
Sensor Nederland B.V. Netherlands
INCO Gravenhage, B.V. Netherlands
HGS (India) Ltd. India
I/O Exploration Products (U.K.), Inc. Delaware
I/O of Austin, Inc. Delaware
I/O Green Mountain, Inc. Delaware
Q.C. Tools, Inc. Delaware
Global Charter S.A. Argentina
DigiCourse, Inc. Louisiana
DigiCourse Ltd. United Kingdom
<PAGE>
EXHIBIT 23.1
Independent Auditors' Consent
The Board of Directors
Input/Output, Inc.:
We consent to incorporation by reference in the registration statements (No.
33-54394, No. 33-46386, No. 33-50620, No. 33-85304, No. 333-14231 and No.
333-24125) on Form S-8 of Input/Output, Inc. of our report dated July 8, 1999,
relating to the consolidated balance sheets of Input/Output, Inc. and
subsidiaries as of May 31, 1999 and 1998, and the related consolidated
statements of operations, stockholders' equity and comprehensive earnings, and
cash flows for each of the years in the three-year period ended May 31, 1999,
and the related financial statement schedule, which report appears in the May
31, 1999 annual report on Form 10-K of Input/Output, Inc.
Houston, Texas
August 20, 1999
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 5/31/99 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAY-31-1999
<PERIOD-START> JUN-01-1998
<PERIOD-END> MAY-31-1999
<CASH> 75,140
<SECURITIES> 0
<RECEIVABLES> 43,524
<ALLOWANCES> 0
<INVENTORY> 95,825
<CURRENT-ASSETS> 258,552
<PP&E> 62,979
<DEPRECIATION> 0
<TOTAL-ASSETS> 451,748
<CURRENT-LIABILITIES> 44,940
<BONDS> 0
0
0
<COMMON> 507
<OTHER-SE> 396,467
<TOTAL-LIABILITY-AND-EQUITY> 451,748
<SALES> 197,415
<TOTAL-REVENUES> 197,415
<CGS> 205,215
<TOTAL-COSTS> 154,154
<OTHER-EXPENSES> (7,611)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 897
<INCOME-PRETAX> (155,240)
<INCOME-TAX> (49,677)
<INCOME-CONTINUING> (105,563)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (105,563)
<EPS-BASIC> (2.17)
<EPS-DILUTED> (2.17)
</TABLE>
