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FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: March 31, 1997
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
Not Applicable
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Part I - Registrant Information
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Full Name of Registrant: Universal Seismic Associates, Inc.
Former Name if Applicable: Not Applicable
16420 Park Ten Place, Suite 300
Address of Principal Executive Office (Street and Number)
Houston, Texas 77084-5051
City, State and Zip Code
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Part II - Rules 12b-25 (b) and (c)
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If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this form could
not be eliminated without unreasonable effort or expense;
(b) The subject quarterly report on Form 10-Q will be filed on or before the
fifth calendar day following the prescribed due date; and
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(c) The accountant's statement or other exhibit required by Rule 12b-25(c) is
not applicable.
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Part III - Narrative
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State below in reasonable detail the reasons why Form 10-Q could not be filed
within the prescribed period.
The Registrant (the "Company") was involved in a proxy fight with a group of
shareholders that has styled themselves "The Universal Seismic Stockholders'
Committee" (the "Shareholders' Committee"). In connection therewith, the
Company and its directors have been involved in litigation with the
Shareholders' Committee in Delaware Federal District Court (the "Court") since
January, 1997. The Company's Annual Meeting of Shareholders (the "Meeting") was
originally convened on January 28, 1997. On the day before the Meeting the Court
ordered that the polls remain open with respect to the voting at the Meeting
until February 11, 1997, and, as a result, the Meeting was adjourned until that
date. CT Corporation System, the Inspector for the Election, after a challenge
and review session certified the results of the election in which the incumbent
directors were reelected and all of the Shareholders' Committee's proposals were
defeated.
On January 30, 1997 and thereafter, Michael T. Kanarellis, one of the members of
the Shareholders' Committee, submitted letters to various members of the Audit
Committee of the Company's Board of Directors ("Audit Committee") alleging
certain errors or misstatements in the Company's financial statements for the
fiscal year ended June 30, 1996 and the fiscal quarters ended September 30, 1996
and December 31, 1996.
The Company's Board of Directors thereafter authorized and directed the Audit
Committee to review the allegations, conduct an appropriate inquiry into matters
related thereto, and to report its findings and recommendations to the Board.
In this connection, the Audit Committee engaged Baker & Botts, L.L.P., Houston,
Texas, as its legal adviser, who in turn engaged Arthur Andersen, LLP, Houston,
Texas, to assist with the review.
In connection with its review, the Audit Committee engaged the Company's
independent accountants to perform a review of its unaudited financial
statements for the first three quarters of fiscal year 1997. Based on the
review by the independent accountants and the preliminary recommendations of the
Audit Committee, the Company has decided to restate its results for the first
two quarters of fiscal year 1997, with the result that the Company's previously
reported first quarter earnings of $114,373 will be eliminated and that the
Company will report an estimated loss of approximately $750,000 for that period,
and that the Company's previously reported second quarter earnings of $535,704
will increase to approximately $675,000. The majority of the adjustments to the
first two quarters relate to recognition of previously deferred seismic
acquisition start-up costs.
The Company anticipates that it will be able to complete the restatement of its
unaudited financial statements, as well as the Form 10-QSB for the third
quarter, in time to file them no later than May 20, 1997.
A press release related to the foregoing is attached as an exhibit hereto.
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Part IV - Other Information
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(1) Name and telephone number of person to contact in regard to this
notification
Ronald L. England (281) 578-8081
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d) of the
Securities Exchange Act of 1934 or section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer
is no, identify report(s)
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
Universal Seismic Associates, Inc.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: May 16, 1997 By: /s/Ronald L. England
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Ronald L. England, Vice President,
Treasurer and Chief Financial Officer
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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Universal Seismic Associates, Inc.
Form 12b-25 for Form 10-Q at March 31, 1997
May 15, 1997
Response to Part IV, Question 3
Operating revenues for the three month period in 1997 decreased substantially
from the same three month period ended March 31, 1996. The decrease is
primarily attributable to project start up delays and low rates of production
due to permit problems and extreme weather conditions.
Operating expenses increased substantially for the three month period ended
March 31, 1997, over the comparable period in 1996 due to the Company's expanded
operations. Direct cost of seismic acquisition increased in the current period
due to the Company's expanded crew operations. The Company has also made a
provision for estimated future period costs associated with a loss contract.
Depreciation and amortization increased substantially in 1997 due to equipment
additions related to the Company's crew expansion. Selling, general and
administrative expenses remain relatively constant. The Company also incurred
during the period significant expenses related to litigation with a shareholder
which will materially reduce earnings.
Interest expense increased in the current three month period due to equipment
financing required for the Company's crew expansion.
As discussed above, the Company will realize a substantial net loss for the
three month period ended March 31, 1997 which will be a substantial reduction
from the net income for the prior year period.
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FOR RELEASE FOR MORE INFORMATION CONTACT:
IMMEDIATELY Calvin G. Cobb; (703) 903-9527
UNIVERSAL SEISMIC REPORTS ESTIMATED THIRD QUARTER
RESULTS AND RESTATEMENT OF PRIOR PERIOD RESULTS
(Houston, Texas) May 16, 1997 - Universal Seismic Associates, Inc.
(NASDAQ/NMS:USAC), today announced that it expected to report an estimated
$1,700,000 loss for the third quarter. In addition, the Company also announced
that it intended to restate its unaudited financial statements for the first two
quarters of fiscal year 1997.
The Company's net loss for the three month period ended March 31, 1997 reflects
a decline in data acquisition margins primarily attributable to project start-up
delays and low rates of production due to permit problems and extreme weather
conditions. The third quarter loss also reflects approximately $525,000 of
expenses related to ongoing litigation with a shareholder and a $400,000
provision related to a contract which is expected to be completed at a loss in
mid-June.
The Company stated that the prior periods were being restated in anticipation of
the conclusion of an internal review by the Audit Committee of the Company's
Board of Directors, which had been commenced in February 1997 in response to
allegations made by a stockholder who is pursuing litigation against the
Company. In connection with its review, the Audit Committee engaged the
Company's independent accountants to perform a review of its unaudited financial
statements for the first three quarters of fiscal year 1997.
Based on this review and the preliminary recommendations of the Audit Committee,
the Company has decided to restate its unaudited results for the first two
quarters of fiscal year 1997, with the result that the Company's previously
reported first quarter earnings of $114,373 will be eliminated and that the
Company will report an estimated loss of approximately $750,000 for that period,
and that the Company's previously reported second quarter earnings of $535,704
will be increased to approximately $675,000. The majority of the adjustments to
the first two quarters relate to recognition of previously deferred seismic
acquisition start-up costs.
The Company anticipates that the restated unaudited financial statements will be
included with filings with the Securities and Exchange Commission no later than
May 20, 1997, the date on which the Company expects to file its third quarter
report on Form 10-Q with the SEC.
Universal Seismic provides three dimensional seismic data acquisition and
processing services to the energy industry. UNEXCO, Inc., serves as the
Company's energy division.
Certain matters discussed in this press release are forward-looking and involve
uncertainties. Although Universal Seismic believes that the estimates herein
are based on reasonable assumptions, there can be no assurance that the
estimates will not be changed as final reports are completed.
