UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: (Date of earliest event reported): August 6, 2008
ION Geophysical Corporation
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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1-12691
(Commission file number)
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22-2286646
(I.R.S. Employer Identification No.) |
2105 CityWest Blvd, Suite 400
Houston, Texas 77042-2839
(Address of principal executive offices, including Zip Code)
(281) 933-3339
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure
The unaudited financial information set forth below is intended to provide investors with certain
information regarding the results of operations of the segments of ION Geophysical Corporation (the
“Company”) for the three and six month periods ended June 30, 2008 and 2007.
On August 5, 2008, the Company issued a press release containing information regarding the
Company’s results of operations for the quarter ended June 30, 2008; a copy of that press release
was attached as Exhibit 99.1 to the Current Report on Form 8-K of the Company that was furnished to
the Securities and Exchange Commission (SEC) on August 5, 2008. The information presented below is
intended to be read in conjunction with the information provided in that press release.
The same unaudited financial information as that contained herein will be included in the Company’s
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2008, that we expect to file
with the SEC on or about August 6, 2008.
Segment and Product Information
In order to allow for increased visibility and accountability of costs and more focused
customer service and product development, the Company evaluates and reviews results based on four
segments: three of these segments — Land Imaging Systems, Marine Imaging Systems and Data
Management Solutions — make up the ION Systems Division, and the fourth segment is the ION
Solutions Division. The Company measures segment operating results based on income from operations.
A summary of segment information for the three and six months ended June 30, 2008 and 2007 is
as follows (in thousands):
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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2008 |
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2007 |
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2008 |
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2007 |
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Net revenues: |
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Land Imaging Systems |
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$ |
45,820 |
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$ |
90,263 |
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$ |
95,708 |
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$ |
163,749 |
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Marine Imaging Systems |
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50,368 |
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35,677 |
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84,856 |
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79,826 |
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Data Management Solutions |
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9,596 |
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10,620 |
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18,762 |
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17,180 |
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Total ION Systems |
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105,784 |
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136,560 |
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199,326 |
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260,755 |
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ION Solutions |
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74,881 |
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28,596 |
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121,498 |
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69,446 |
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Total |
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$ |
180,665 |
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$ |
165,156 |
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$ |
320,824 |
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$ |
330,201 |
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Income (loss) from operations: |
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Land Imaging Systems |
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$ |
1,320 |
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$ |
6,653 |
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$ |
4,615 |
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$ |
11,018 |
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Marine Imaging Systems |
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11,181 |
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10,175 |
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21,182 |
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22,165 |
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Data Management Solutions |
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5,468 |
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4,957 |
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10,676 |
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6,738 |
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Total ION Systems |
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17,969 |
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21,785 |
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36,473 |
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39,921 |
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ION Solutions |
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16,070 |
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405 |
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22,297 |
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(11 |
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Corporate |
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(14,303 |
) |
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(10,684 |
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(28,739 |
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(22,460 |
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Total |
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$ |
19,736 |
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$ |
11,506 |
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$ |
30,031 |
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$ |
17,450 |
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The information contained in this Form 8-K (i) is not to be considered “filed” under the Securities
Exchange Act of 1934 (the Exchange Act) and (ii) shall not be incorporated by reference into any
previous or future filings made by or to be made by us with the SEC under the Securities Act of
1933 or the Exchange Act.
2