f10q_110212.htm

GLOBAL GEOPHYSICAL SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (CONTINUED)

(In thousands, except par value and share amounts)

	September 30, 2012			December 31, 2011
	(unaudited)
LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	50,276		$	55,764
Current portion of long-term debt		15,004			11,416
Current portion of capital lease obligations		5,145			7,256
Income and other taxes payable		3,144			5,169
Deferred revenue		22,848			39,560
Other payables		4,426			821
TOTAL CURRENT LIABILITIES		100,843			119,986

DEFERRED INCOME TAXES, net		7,862			2,120

LONG-TERM DEBT, net of current portion and unamortized discount		310,941			265,873

CAPITAL LEASE OBLIGATIONS, net of current portion		883			2,613

NON-CONTROLLING INTERESTS		1,360			1,469

OTHER LIABILITIES		-			750

TOTAL LIABILITIES		421,889			392,811

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ EQUITY

Common Stock, $0.01 par value, 100.0 million shares authorized, 47.3 million shares and 46.7 million shares issued and 37.4 million shares and 37.0 million shares outstanding at September 30, 2012 and December 31, 2011, respectively		473			467
Additional paid-in capital		251,763			246,104
Accumulated deficit		(21,201	)		(36,484	)
		231,035			210,087
Less: treasury stock, at cost, 9.9 million shares and 9.7 million shares at September 30, 2012 and December 31, 2011, respectively		96,527			96,525
TOTAL STOCKHOLDERS’ EQUITY		134,508			113,562

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	556,397		$	506,373

GLOBAL GEOPHYSICAL SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

	Three Month Period Ended September 30,						Nine Month Period Ended September 30,
	2012			2011			2012			2011
	(unaudited)						(unaudited)

REVENUES	$	90,214		$	110,128		$	283,696		$	272,263

OPERATING EXPENSES		58,072			88,132			190,740			209,207

GROSS PROFIT		32,142			21,996			92,956			63,056

SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES		10,867			11,229			38,493			33,465

INCOME FROM OPERATIONS		21,275			10,767			54,463			29,591

OTHER INCOME (EXPENSE)
Interest expense, net		(8,295	)		(6,458	)		(23,344	)		(18,549	)
Foreign exchange gain (loss)		(206	)		(1,241	)		(1,255	)		463
Other expense		(1,952	)		-			(2,371	)		-
TOTAL OTHER EXPENSE		(10,453	)		(7,699	)		(26,970	)		(18,086	)

INCOME BEFORE INCOME TAXES		10,822			3,068			27,493			11,505

INCOME TAX EXPENSE		4,864			2,424			12,319			7,379

INCOME AFTER INCOME TAXES		5,958			644			15,174			4,126

NET INCOME (LOSS), attributable to non-controlling interests		151			(239	)		(109	)		(132	)

NET INCOME, attributable to common shareholders	$	5,807		$	883		$	15,283		$	4,258

INCOME PER COMMON SHARE
Basic	$	0.16		$	0.02		$	0.41		$	0.12
Diluted	$	0.16		$	0.02		$	0.41		$	0.12

WEIGHTED AVERAGE SHARES OUTSTANDING
Basic		37,450			36,808			37,252			36,551
Diluted		37,450			36,809			37,252			36,553

See accompanying notes to consolidated financial statements.

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GLOBAL GEOPHYSICAL SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Nine Month Period Ended September 30,
	2012			2011
	(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income, attributable to common shareholders	$	15,283		$	4,258
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation (net) and amortization expense		107,215			104,429
Non-cash revenue from Multi-client data exchange		(5,246	)		(2,016	)
Deferred tax expense		5,743			660
Gain on sale of assets		(12,112	)		(1,469	)
Other		5,860			4,841
Effects of changes in operating assets and liabilities
Accounts receivable, net		9,829			(38,329	)
Inventory		(11,229	)		-
Prepaid expenses and other current assets		(4,457	)		(1,522	)
Accounts payable and accrued expenses		(5,487	)		12,434
Deferred revenue		(16,858	)		(108	)
Other		4,771			(1,627	)
NET CASH PROVIDED BY OPERATING ACTIVITIES		93,312			81,551

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		(22,133	)		(21,500	)
Investment in Multi-client library		(129,166	)		(144,554	)
Investment in unconsolidated subsidiary		(500	)		-
Change in restricted cash investments		3,321			(3,202	)
Purchase of intangibles		(3,264	)		(1,035	)
Proceeds from sale of assets		19,417			13,094
NET CASH USED IN INVESTING ACTIVITIES		(132,325	)		(157,197	)

CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from long-term debt		47,829			3,882
Net proceeds from revolving credit facility		60			55,000
Debt issuance costs		(1,804	)		-
Principal payments on capital lease obligations		(5,659	)		(2,591	)
Purchase of treasury stock		(2	)		(757	)
Issuances of stock, net		633			709
NET CASH PROVIDED BY FINANCING ACTIVITIES		41,057			56,243

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		2,044			(19,403	)

CASH AND CASH EQUIVALENTS, beginning of period		21,525			28,237

CASH AND CASH EQUIVALENTS, end of period	$	23,569		$	8,834

See accompanying notes to consolidated financial statements.

GLOBAL GEOPHYSICAL SERVICES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

The consolidated financial statements of Global Geophysical Services, Inc. and Subsidiaries (the “Company”) included herein are unaudited and have been prepared on the same basis as the audited consolidated financial statements as of and for the year ended December 31, 2011. In the opinion of management, the accompanying unaudited financial information includes all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of the interim financial information. Operating results for the interim periods are not necessarily indicative of the results of any subsequent periods. Certain information in the footnote disclosures normally included in annual consolidated financial statements has been condensed or omitted for the interim periods presented. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2011. Certain amounts in the 2011 consolidated financial statements have been reclassified to conform to the classifications in the 2012 consolidated financial statements.

NOTE 2 - SELECTED BALANCE SHEET ACCOUNTS

Restricted cash investments included the following (in thousands):

	September 30, 2012		December 31, 2011
	(unaudited)
Pledged for letters of credit	$	2,318	$	5,639

NOTE 5 - PROPERTY AND EQUIPMENT

Property and equipment, net included the following (in thousands):

	September 30, 2012		December 31, 2011
	(unaudited)
Machinery and equipment	$	310,767	$	321,342
Computers and software		19,438		17,077
Buildings		13,601		13,601
Boats		7,634		7,174
Land		2,157		2,157
Furniture and fixtures		143		216
		353,740		361,567
Less: accumulated depreciation		253,259		252,517
		100,481		109,050
Construction in process		7,674		9,370
Property and equipment, net	$	108,155	$	118,420

The following table represents an analysis of depreciation expense (in thousands):

	Three Month Period Ended September 30,						Nine Month Period Ended September 30,
	2012			2011			2012		2011
	(unaudited)						(unaudited)
Gross depreciation expense		$	9,078		$	11,186	$	28,662	$	35,158
Less: capitalized depreciation for Multi-client library			3,216			4,230		9,291		13,429
Depreciation (net)		$	5,862		$	6,956	$	19,371	$	21,729

The Company reclassified certain recording systems to inventory during the three month period ended September 30, 2012. The related amount reclassified totaled $11.2 million.

NOTE 6 - GOODWILL AND OTHER INTANGIBLES

Goodwill and other intangibles included the following (in thousands):

	September 30, 2012		December 31, 2011
	(unaudited)
Customer list	$	3,984	$	3,984
Trademark		1,759		1,679
Patents		3,913		3,913
Non-compete agreements		1,056		866
Intellectual property		8,732		2,901
		19,444		13,343
Less: accumulated amortization		5,718		3,414
Total intangible assets, net		13,726		9,929
Goodwill		12,381		12,381
Total goodwill and other intangibles, net	$	26,107	$	22,310

Intangible assets subject to amortization are amortized over their estimated useful lives which are between two and fifteen years. Amortization expense for the three months ended September 30, 2012 and 2011 was $0.8 million and $0.4 million, respectively, and $2.3 million and $1.4 million for the nine months ended September 30, 2012 and 2011, respectively. For the three months ended September 30, 2012 and 2011, the Company capitalized $0.3 million and zero, respectively, of development costs related to internal use software to other intangible assets. For the nine months ended September 30, 2012 and 2011, the Company capitalized $1.7 million and zero, respectively, of development costs related to internal use software to intellectual property.

NOTE 7 - INCOME TAXES

The Company provides for income taxes during interim periods based on an estimate of the effective tax rate for the year. Discrete items and changes in the estimate of the annual effective tax rate are recorded in the period in which they occur.

The Company assesses the likelihood that deferred tax assets will be recovered from the existing deferred tax liabilities or future taxable income in each jurisdiction. To the extent the Company believes that recovery is not more likely than not, it establishes a valuation allowance. The Company has recorded valuation allowances in several non-US jurisdictions for its net deferred tax assets since management believes it is more likely than not that these assets will not be realized because the future taxable income necessary to utilize these losses cannot be established, projected, or the Company no longer has operations in these jurisdictions.

The effective income tax rate for the three months ended September 30, 2012 and 2011 was 44.9% and 79.0%, respectively. The effective income tax rate for the nine months ended September 30, 2012 and 2011 was 44.8% and 64.1%, respectively.

The Company’s effective income tax rate in 2012 and 2011 differs from the federal statutory rate primarily due to state income taxes, non-deductible expenses, tax rate differential from non-US operations, and valuation allowances in non-US jurisdictions.

NOTE 8 - LONG-TERM DEBT

Senior Notes: On April 22, 2010, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with Barclays Capital Inc., Credit Suisse Securities (USA) LLC and Banc of America Securities LLC, as representatives of the initial purchasers (the “Initial Purchasers”), relating to the offer and sale by the Company of $200.0 million aggregate principal amount of its 10.5% senior notes due 2017 (the “Notes”). The Company’s net proceeds from the offering were approximately $188.1 million after deducting the Initial Purchasers’ discounts, offering expenses and original issue discount. The issuance of the Notes occurred on April 27, 2010. The Notes were offered and sold to the Initial Purchasers and resold only to qualified institutional buyers in compliance with the exemption from registration provided by Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and in offshore transactions in reliance on Regulation S under the Securities Act.

The Notes are a general unsecured, senior obligation of the Company. The Notes are unconditionally guaranteed as to principal, premium, if any, and interest by the Company’s domestic subsidiaries (the “Guarantors”) on a senior unsecured basis. (See Note 15)

The Company used the proceeds from the offering and sale of the Notes to repay outstanding indebtedness and used the remaining proceeds for capital expenditures and for general working capital purposes.

On April 27, 2010, in connection with the offering of the Notes, the Company entered into (i) an Indenture with The Bank of New York Mellon Trust Company, N.A., (the “Trustee”), and (ii) a Registration Rights Agreement with the Initial Purchasers. The following is a brief summary of the material terms and conditions of the Indenture and the Registration Rights Agreement.

The Company and the Guarantors entered into an Indenture with the Trustee, pursuant to which the Company issued the Notes at a price equal to 97.009% of their face value.

On March 23, 2012, the Company entered into a Purchase Agreement (the “New Purchase Agreement”) with Barclays Capital Inc., Credit Suisse Securities (USA) LLC and Citigroup Global Markets, Inc., as representatives of the initial purchasers (the “New Initial Purchasers”), relating to the offer and sale by the Company of $50.0 million aggregate principal amount of its 10.5% senior notes due 2017 (the “New Notes”). The Company’s net proceeds from the offering were approximately $47.0 million after deducting the Initial Purchasers’ discounts, offering expenses and original issue discount. The issuance of the New Notes occurred on March 28, 2012. The New Notes were offered and sold to the Initial Purchasers and resold only to qualified institutional buyers in compliance with the exemption from registration provided by Rule 144Aunder the Securities Act, and in offshore transactions in reliance on Regulation S under the Securities Act. On September 5, 2012, the Company offered to exchange up to $50.0 million in aggregate principal amount of the 10.5% senior notes due 2017, which have been registered under the Securities Act of 1933, for any and all of our outstanding unregistered 10.5% senior notes due 2017 issued on March 28, 2012.

The New Notes are a general unsecured, senior obligation of the Company. The New Notes are unconditionally guaranteed as to principal, premium, if any, and interest by the Company’s domestic subsidiaries (the “Guarantors”) on a senior unsecured basis.

The Company used the proceeds from the offering and sale of the New Notes to repay outstanding indebtedness under its existing Bank of America Revolving Credit Facility.

The New Notes are covered under the terms of the Indenture dated March 28, 2012. The Notes and the New Notes are hereinafter referred to as the “Senior Notes”.

Interest — The Notes and the New Notes will bear interest from April 27, 2010 and from March 28, 2012, respectively, at a rate of 10.5% per annum. The Company will pay interest on the Notes and the New Notes semi-annually, in arrears, on May 1 and November 1 of each year, beginning November 1, 2010 and May 1, 2012, respectively.

Principal and Maturity — The Senior Notes were issued with a $250.0 million aggregate principal amount and will mature on May 1, 2017.

Optional Redemption by the Company — At any time prior to May 1, 2013, the Company may redeem up to 35% of the aggregate principal amount of the Senior Notes with the net cash proceeds of certain equity offerings at a redemption price of 110.500% of the aggregate principal amount of the Senior Notes redeemed if at least 65% of the aggregate principal amount of the Senior Notes remains outstanding immediately after such redemption and the redemption occurs within 90 days of the closing date of such equity offering. On or after May 1, 2014, the Company may redeem the Senior Notes at the following percentages of the original principal amount: (i) 105.250% from May 1, 2014 to April 30, 2015; (ii) 102.625% from May 1, 2015 to April 30, 2016; and (iii) 100% from May 1, 2016 and thereafter.

Repurchase Obligations by the Company — If there is a change of control of the Company (as defined in the Indenture), each holder of the Senior Notes may require the Company to purchase their Senior Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase.

Events of Default — The Indenture also contains events of default including, but not limited to, the following: (i) nonpayment; (ii) defaults in certain other indebtedness of the Company or the Guarantors; and (iii) the failure of the Company or the Guarantors to comply with their respective covenants in the event of a mandatory redemption, optional redemption, option to repurchase, or a merger, consolidation or sale of assets. Upon an event of default, the holders of the Senior Notes or the Trustee may declare the Senior Notes due and immediately payable. As of September 30, 2012, the Company was in compliance with all respective covenants.

Debt Issuance Costs: The costs related to the issuance of debt are capitalized and amortized to interest expense using the effective interest method over the maturity period of the related debt. Accumulated amortization was $1.7 million and $1.0 million at September 30, 2012 and December 31, 2011, respectively.

Bank of America Revolving Credit Facility: On April 30, 2010, the Company entered into a revolving credit facility under the terms of a Credit Agreement (the “Revolving Credit Facility”) with Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party thereto. The Revolving Credit Facility provided for borrowings of up to $50.0 million with a maturity date of April 30, 2013. On June 9, 2011, the Company amended the Revolving Credit Facility to provide for borrowings of up to $70.0 million under substantially similar terms. The loans under the Revolving Credit Facility bear interest at a rate equal to LIBOR plus the Applicable Rate or the Base Rate plus the Applicable Rate. The Base Rate is defined as the higher of (x) the prime rate and (y) the Federal Funds rate plus 0.50%. The Applicable Rate is defined as a percentage determined in accordance with a pricing grid based upon the Company’s leverage ratio, that will decline from LIBOR plus 4.00% or the prime rate plus 3.00% to a minimum rate equal to LIBOR plus 3.50% or the prime rate plus 2.50%. The Company is able to prepay borrowings under the Revolving Credit Facility at any time without penalty or premium, subject to reimbursement of the lenders’ breakage and redeployment costs in the case of prepayment of LIBOR borrowings. The Company also pays a commitment fee of 0.75% per annum on the actual daily unused portions of the Revolving Credit Facility.

The Company’s Revolving Credit Facility is secured by a first priority lien on substantially all of the Company’s assets, the assets of the Company’s non-foreign subsidiaries, the stock of the Company’s non-foreign subsidiaries and 66% of the stock of certain of the Company’s foreign subsidiaries. In addition, the Company’s non-foreign subsidiaries will guarantee the Company’s obligations under the Revolving Credit Facility.

The terms of the Revolving Credit Facility limit the Company’s ability and the ability of certain of the Company’s subsidiaries to, among other things: incur or guarantee additional indebtedness; grant additional liens on the Company’s assets; make certain investments or certain acquisitions of substantially all or a portion of another entity’s business or assets; merge with another entity or dispose of the Company’s assets; pay dividends; enter into transactions with affiliates; engage in other lines of business and repurchase stock.

Additionally, the Revolving Credit Facility requires that the Company maintain certain ratios of total senior, secured debt to consolidated EBITDA (as defined therein), and of consolidated EBITDA to consolidated interest. The Revolving Credit Facility includes customary provisions with respect to events of default. Upon the occurrence and continuation of an event of default under the Revolving Credit Facility, the lenders will be able to, among other things, terminate their revolving loan commitments, accelerate the repayment of the loans outstanding and declare the same to be immediately due and payable. As of September 30, 2012, the Company was in compliance with all respective covenants.

On July 20, 2012, the Company entered into Amendment No. 3 to the Credit Agreement (the “Third Amendment”), with BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Syndication Agent and a Lender, BARCLAYS BANK PLC, and CITIBANK, N.A (collectively, the “Lenders” and individually, a “Lender”). The Company has requested and certain of the Lenders have agreed to increase such Lenders’ respective Commitments and/or extend the expiration thereof on the terms and conditions set forth in the Third Amendment. Under the Third Amendment, the amount of the maximum permitted borrowings under the Credit Agreement was increased to $85.0 million until the initial Maturity Date of April 30, 2013, at which point the amount of the maximum permitted borrowings goes to $67.5 million and the Maturity Date of the Revolving Credit Facility is extended to April 30, 2014 (the “Extended Maturity Date”). Under the Third Amendment, the Company, as Borrower, has the ability until the Extended Maturity Date to request an increase in lending commitments by an additional $10.0 million subject to the requirements of the Credit Agreement. Amendment No. 3 also increased the maximum permitted Senior Notes of the Company issued under the Senior Note Indenture dated as of April 27, 2010 from $75.0 million to $100.0 million.

Promissory Notes: From time to time, the Company issues short term promissory notes to various foreign financial institutions to finance equipment purchases and working capital needs for our foreign operations. The balance outstanding under these promissory notes as of September 30, 2012 and December 31, 2011 was $10.6 million and $10.7 million, respectively, at weighted average interest rates of 9.3% and 10.1%, respectively.

In January 2011, the Company issued a non-interest bearing promissory note related to the acquisition of STRM LLC. The balance outstanding under the promissory note as of September 30, 2012 and December 31, 2011 was $0.8 million and $1.0 million, respectively.

Notes payable - insurance: In exchange for insurance services provided, the Company from time to time issues negotiable promissory notes. The balance outstanding under these promissory notes as of September 30, 2012 and December 31, 2011 was $1.6 million and $0.5 million, respectively, at weighted average interest rates of 3.4% and 3.1%, respectively.

Letter of Credit Facility: In February 2007, the Company entered into a $10.0 million revolving line of credit which was secured by restricted cash. The terms of the letter of credit facility as currently written only allow for letters of credit to be drawn on the available credit; however, the cash balance in excess of the total outstanding letters of credit may be withdrawn at any time. As of September 30, 2012 and December 31, 2011, the letters of credit outstanding were $2.3 million and $5.6 million, respectively.

Long-term debt included the following (in thousands):

	September 30, 2012		December 31, 2011
	(unaudited)
Senior notes	$	250,000	$	200,000
Revolving credit facility		70,060		70,000
Promissory notes		11,439		11,678
Notes payable - insurance		1,605		538
		333,104		282,216
Less: unamortized discount		7,159		4,927
		325,945		277,289
Less: current portion		15,004		11,416
Long-term debt, net of current portion and unamortized discount	$	310,941	$	265,873

NOTE 9 – CAPITAL LEASE

From time to time, the Company enters into leases and sale and leaseback transactions to acquire certain seismic equipment, computer equipment and vehicles that are accounted for as capital leases. The balance outstanding under these capital leases as of September 30, 2012 and December 31, 2011 was $6.0 million and $9.9 million, respectively, at weighted average interest rates of 5.2% and 5.6%, respectively.

NOTE 10 – FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company follows current guidance as it relates to financial assets and financial liabilities, which defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements.

This guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Hierarchical levels, as defined in this guidance and directly related to the amount of subjectivity associated with the inputs to fair valuations of these assets and liabilities are as follows:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 – Inputs that are both significant to the fair value measurement and unobservable.

The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the financial instruments that could have been realized as of September 30, 2012 or that will be realized in the future and do not include expenses that could be incurred in an actual sale or settlement.

In the normal course of operations, the Company is exposed to market risks arising from adverse changes in interest rates. Market risk is defined for these purposes as the potential for change in the fair value of debt instruments resulting from an adverse movement in interest rates.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and current debt approximate their fair value due to the short maturity of those instruments, and therefore, have been excluded from the table below. The fair value of the Notes is determined by multiplying the principal amount by the market price. The following table sets forth the level 1 fair value of the Company’s financial assets and liabilities as of September 30, 2012 and December 31, 2011 (in thousands):

	September 30, 2012				December 31, 2011
	(unaudited)
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
$200.0 million senior notes	$	195,612	$	190,250	$	195,073	$	187,250
$50.0 million senior notes	$	47,230	$	47,563		N/A		N/A

The Company is not a party to any hedge arrangements, commodity swap agreements or other derivative financial instruments.

The Company utilizes foreign subsidiaries and branches to conduct operations outside of the United States. These operations expose the Company to market risks from changes in foreign exchange rates.

Compensation expense associated with stock options for the three months ended September 30, 2012 and 2011 was $0.3 million and $0.4 million, respectively, and $1.0 million and $1.3 million for the nine months ended September 30, 2012 and 2011, respectively, and is included in selling, general and administrative expenses in the consolidated statements of income. At September 30, 2012 and 2011, the Company had 377,025 and 808,750 of non-vested stock option awards, respectively. The total cost of non-vested stock option awards which the Company had not yet recognized was approximately $1.8 million at September 30, 2012. Such amount is expected to be recognized approximately over a period of 2.75 years from September 30, 2012.

Restricted Stock: To encourage retention and performance, the Company granted certain employees and consultants restricted shares of common stock with a fair value per share determined in accordance with conventional valuation techniques, including but not limited to, arm’s length transactions, net book value or multiples of comparable company earnings before interest, taxes, depreciation and amortization, as applicable. Restricted stock activity for the nine months ended September 30, 2012 is summarized as follows:

	Number of Nonvested Restricted Share Awards			Weighted Average Grant Date Fair Value
Balance as of December 31, 2011		994,836		$	10.84
Granted		372,659			8.70
Vested		(298,576	)		11.75
Forfeited		(209,655	)		10.88
Balance at September 30, 2012		859,264		$	9.58

Compensation / charitable contribution expense associated with restricted stock for the three months ended September 30, 2012 and 2011 was $1.2 million and $1.0 million, respectively, and $3.5 million and $2.7 million for the nine months ended September 30, 2012 and 2011, respectively, and was included in selling, general and administrative expenses in the consolidated statements of income. The total cost of non-vested stock awards which the Company has not yet recognized at September 30, 2012 was approximately $6.8 million. This amount is expected to be recognized over the next three years.

Employee Stock Purchase Plan: During the third quarter of 2011, the Company launched an Employee Stock Purchase Plan (“ESPP”). Under the terms of the ESPP, employees can choose to have a portion of their earnings withheld, subject to certain restrictions, to purchase the Company's common stock. The purchase price of the stock is 85% of the lower of the stock price at the beginning or end of the plan period at three-month intervals. The expense related to the ESPP for the three and nine months ended September 30, 2012 was immaterial to our consolidated financial statements.

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NOTE 12 - EARNINGS PER SHARE

The Company follows current guidance for share-based payments which are considered as participating securities. All share-based payment awards that contained non-forfeitable rights to dividends, whether paid or unpaid, were designated as participating securities and included in the computation of earnings per share (“EPS”).

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):

	Three Month Period Ended September 30,				Nine Month Period Ended September 30,
	2012		2011		2012		2011
	(unaudited)				(unaudited)
Net income, attributable to common shareholders	$	5,807	$	883	$	15,283	$	4,258
Basic weighted average shares outstanding		37,450		36,808		37,252		36,551
Diluted
Shares issuable from the assumed conversion of stock warrants		-		-		-		-
Shares issuable from the assumed conversion of stock options		-		1		-		2
Total		37,450		36,809		37,252		36,553
Basic income per share	$	0.16	$	0.02	$	0.41	$	0.12
Diluted income per share	$	0.16	$	0.02	$	0.41	$	0.12

For the three and nine months ended September 30, 2012 and 2011, 2,020,800 and 2,513,900 out-of-the-money stock options have been excluded from diluted earnings per share because they are considered anti-dilutive.


	As of and for the Three Month Period Ended September 30, 2012 (Unaudited)
	Proprietary Services		Multi-Client Services		Corporate			Total
Revenue	$	30,173	$	60,041	$	-		$	90,214
Segment income (loss)	$	1,232	$	16,177	$	(11,602	)	$	5,807
Segment assets	$	41,659	$	331,873	$	182,865		$	556,397

	As of and for the Three Month Period Ended September 30, 2011 (Unaudited)
	Proprietary Services			Multi-Client Services		Corporate			Total
Revenue	$	60,140		$	49,988	$	-		$	110,128
Segment income (loss)	$	(7,905	)	$	16,240	$	(7,452	)	$	883
Segment assets	$	70,080		$	272,434	$	159,979		$	502,493

	As of and for the Nine Month Period Ended September 30, 2012 (Unaudited)
	Proprietary Services		Multi-Client Services		Corporate			Total
Revenue	$	153,585	$	130,111	$	-		$	283,696
Segment income (loss)	$	16,003	$	29,002	$	(29,722	)	$	15,283
Segment assets	$	41,659	$	331,873	$	182,865		$	556,397

	As of and for the Nine Month Period Ended September 30, 2011 (Unaudited)
	Proprietary Services			Multi-Client Services		Corporate			Total
Revenue	$	145,629		$	126,634	$	-		$	272,263
Segment income (loss)	$	(3,396	)	$	32,293	$	(24,639	)	$	4,258
Segment assets	$	70,080		$	272,434	$	159,979		$	502,493

NOTE 15 – RECENTLY ISSUED ACCOUNTING STANDARDS

During the nine months ended September 30, 2012, there were no recently issued accounting standards that have material impact on our consolidated financial position, results of operations, or cash flows. Please refer to the discussion about the recently issued accounting standards included in our form 10-K for the year ended December 31, 2011.

NOTE 16 – GUARANTEES OF REGISTERED SECURITIES

On August 3, 2010, the Company filed a registration statement on Form S-4 with the Securities and Exchange Commission. Under this registration statement, the Company exchanged $200.0 million of its publicly registered 10.5% senior notes due 2017 for a like amount of its privately placed 10.5% senior notes due 2017. The debt securities sold are fully and unconditionally guaranteed, on a joint and several basis, by the guarantor subsidiaries which will correspond to all subsidiaries located in the United States.

On July 26, 2012, the Company filed a registration statement on Form S-4 with the Securities and Exchange Commission. Under this registration statement, the Company exchanged $50.0 million in aggregate principal amount of its 10.5% Senior Notes due 2017 that have been registered under the Securities Act of 1933, as amended, for an identical principal amount of existing 10.5% Senior Notes due 2017 that were sold in a private offering completed on March 28, 2012. The debt securities sold are fully and unconditionally guaranteed, on a joint and several basis, by the guarantor subsidiaries which will correspond to all subsidiaries located in the United States.

Separate condensed consolidating financial statement information for the guarantor subsidiaries and non-guarantor subsidiaries as of September 30, 2012 and December 31, 2011 and for the three and nine months ended September 30, 2012 and 2011 is as follows (in thousands):

	As of September 30, 2012 (Unaudited)
	Guarantors		Non-guarantors			Eliminations			Consolidated
BALANCE SHEET
ASSETS
Current assets	$	154,506	$	35,301		$	(63,021	)	$	126,786
Multi-client library, net		288,715		78			-			288,793
Property and equipment, net		104,504		3,651			-			108,155
Investment in subsidiaries		1		-			(1	)		-
Intercompany accounts		30,374		(30,374	)		-			-
Other non-current assets		32,581		82			-			32,663
TOTAL ASSETS	$	610,681	$	8,738		$	(63,022	)	$	556,397

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities	$	105,709	$	58,155		$	(63,021	)	$	100,843
Long-term debt and capital lease obligations, net of current portion and unamortized discount		311,824		-			-			311,824
Deferred income tax and other non-current liabilities		9,222		-			-			9,222
TOTAL LIABILITIES		426,755		58,155			(63,021	)		421,889
Stockholders' equity		183,926		(49,417	)		(1	)		134,508
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	610,681	$	8,738		$	(63,022	)	$	556,397

	As of December 31, 2011
	Guarantors		Non-guarantors			Eliminations			Consolidated
BALANCE SHEET
ASSETS
Current assets	$	139,352	$	47,449		$	(59,638	)	$	127,163
Multi-client library, net		232,235		-			-			232,235
Property and equipment, net		113,041		5,379			-			118,420
Investment in subsidiaries		1		-			(1	)		-
Intercompany accounts		30,807		(30,807	)		-			-
Other non-current assets		28,340		215			-			28,555
TOTAL ASSETS	$	543,776	$	22,236		$	(59,639	)	$	506,373

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities	$	116,882	$	62,742		$	(59,638	)	$	119,986
Long-term debt and capital lease obligations, net of current portion and unamortized discount		268,486		-			-			268,486
Deferred income tax and other non-current liabilities		4,339		-			-			4,339
TOTAL LIABILITIES		389,707		62,742			(59,638	)		392,811
Stockholders' equity		154,069		(40,506	)		(1	)		113,562
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	543,776	$	22,236		$	(59,639	)	$	506,373

	Three Month Period Ended September 30, 2012 (Unaudited)
	Guarantors			Non-guarantors			Eliminations			Consolidated
STATEMENTS OF OPERATIONS
Revenues	$	65,883		$	26,385		$	(2,054	)	$	90,214
Operating expenses		39,031			20,832			(1,791	)		58,072
Selling, general and administrative expenses		7,150			3,980			(263	)		10,867
Income from operations		19,702			1,573			-			21,275
Interest income (expense), net		(8,302	)		7			-			(8,295	)
Other income (expense), net		(2,174	)		16			-			(2,158	)
Income before income taxes		9,226			1,596			-			10,822
Income tax expense		3,225			1,639			-			4,864
Income (loss) after income taxes		6,001			(43	)		-			5,958
Net income, attributable to noncontrolling interests		151			-			-			151
Net income (loss), attributable to common shareholders	$	5,850		$	(43	)	$	-		$	5,807

	Three Month Period Ended September 30, 2011 (Unaudited)
	Guarantors			Non-guarantors			Eliminations			Consolidated
STATEMENTS OF OPERATIONS
Revenues	$	83,697		$	29,747		$	(3,316	)	$	110,128
Operating expenses		60,784			30,398			(3,050	)		88,132
Selling, general and administrative expenses		8,101			3,395			(267	)		11,229
Income (loss) from operations		14,812			(4,046	)		1			10,767
Interest expense, net		(6,459	)		1			-			(6,458	)
Other expense, net		(261	)		(980	)		-			(1,241	)
Income (loss) before income taxes		8,092			(5,025	)		1			3,068
Income tax expense		1,545			879			-			2,424
Income (loss) after income taxes		6,547			(5,904	)		1			644
Net loss, attributable to noncontrolling interests		(239	)		-			-			(239	)
Net income (loss), attributable to common shareholders	$	6,786		$	(5,904	)	$	1		$	883

	Nine Month Period Ended September 30, 2012 (Unaudited)
	Guarantors			Non-guarantors			Eliminations			Consolidated
STATEMENTS OF OPERATIONS
Revenues	$	186,672		$	105,177		$	(8,153	)	$	283,696
Operating expenses		106,838			91,102			(7,200	)		190,740
Selling, general and administrative expenses		22,067			17,379			(953	)		38,493
Income (loss) from operations		57,767			(3,304	)		-			54,463
Interest income (expense), net		(23,354	)		10			-			(23,344	)
Other expense, net		(1,783	)		(1,843	)		-			(3,626	)
Income (loss) before income taxes		32,630			(5,137	)		-			27,493
Income tax expense		8,545			3,774			-			12,319
Income (loss) after income taxes		24,085			(8,911	)		-			15,174
Net loss, attributable to noncontrolling interests		(109	)		-			-			(109	)
Net income (loss), attributable to common shareholders	$	24,194		$	(8,911	)	$	-		$	15,283

	Nine Month Period Ended September 30, 2011 (Unaudited)
	Guarantors			Non-guarantors			Eliminations			Consolidated
STATEMENTS OF OPERATIONS
Revenues	$	224,036		$	54,989		$	(6,762	)	$	272,263
Operating expenses		160,632			54,560			(5,985	)		209,207
Selling, general and administrative expenses		26,267			7,975			(777	)		33,465
Income (loss) from operations		37,137			(7,546	)		-			29,591
Interest income (expense), net		(18,562	)		13			-			(18,549	)
Other income (expense), net		1,226			(763	)		-			463
Income (loss) before income taxes		19,801			(8,296	)		-			11,505
Income tax expense		5,684			1,695			-			7,379
Income (loss) after income taxes		14,117			(9,991	)		-			4,126
Net loss, attributable to noncontrolling interests		(132	)		-			-			(132	)
Net income (loss), attributable to common shareholders	$	14,249		$	(9,991	)	$	-		$	4,258

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in combination with our Interim Financial Statements contained in this Form 10-Q and our Financial Statements for the year ended December 31, 2011 included in our form 10-K (Commission file number: 001-34709).

Forward Looking Statements

Statements other than statements of historical fact included in this Form 10-Q that relate to forecasts, estimates or other expectations regarding future events regarding technological advancements and our financial position, business strategy and plans and objectives of our management for future operations, may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. When used in this Form 10-Q, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan” and similar expressions, as they relate to us or our management, identify forward-looking statements. Forward-looking statements include, but are not limited to, statements about business outlook for the year, backlog and bid activity, business strategy, and related financial performance and statements with respect to future events. Such forward-looking statements are based on certain assumptions made by the Company based on management’s experience and perception of historical trends, industry conditions, market position, future operations, profitability, liquidity, backlog, capital resources and other information currently available to management and believed to be appropriate. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to, the volatility of oil and natural gas prices, disruptions in the global economy, dependence upon energy industry spending, delays, reductions or cancellations of service contracts, high fixed costs of operations, weather interruptions, inability to obtain land access rights of way, industry competition, limited number of customers, credit risk related to our customers, asset impairments, the availability of capital resources, and operational disruptions. A discussion of these factors, including risks and uncertainties, is set forth under “Risk Factors” in our form 10-K (Commission file number: 001-34709) filed with the Securities and Exchange Commission. These forward-looking statements reflect our current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategies and liquidity. Although the Company believes that the expectations reflected in such statements are reasonable, the Company can give no assurance that such expectations will be correct. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified by these cautionary statements and any other cautionary statements that may accompany such forward-looking statements. We assume no obligation to update any such forward-looking statements.

Our backlog estimates represent those seismic data acquisition projects for which a client has executed a contract and has a scheduled start date for the project as well as unrecognized pre-committed funding from our Multi-client Services segment. Backlog estimates are based on a number of assumptions and estimates including assumptions related to foreign exchange rates and proportionate performance of contracts and our valuation of assets, such as seismic data, to be received by us as payment under certain agreements. The realization of our backlog estimates is further affected by our performance under term rate contracts, as the early or late completion of a project under term rate contracts will generally result in decreased or increased, as the case may be, revenues derived from these projects. Contracts for services are also occasionally modified by mutual consent. Because of potential changes in the scope or schedule of our clients' projects, we cannot predict with certainty when or if our backlog will be realized. Even where a project proceeds as scheduled, it is possible that the client may default and fail to pay amounts owed to us. In addition, the contracts in our backlog are cancelable by the client. Material delays, payment defaults or cancellations could reduce the amount of backlog currently reported, and consequently, could inhibit the conversion of that backlog into revenues.

Overview

We provide an integrated suite of seismic data solutions to the global oil and gas industry, including our high resolution RG-3D Reservoir Grade® (“RG3D”) seismic solutions. Our seismic data solutions consist primarily of seismic data acquisition, microseismic monitoring, processing and interpretation services. Through these services, we deliver data that enables the creation of high-resolution images of the earth’s subsurface and that reveals complex structural and stratigraphic details. These images are used primarily by oil and gas companies to identify geologic structures favorable to the accumulation of hydrocarbons, to reduce risk associated with oil and gas exploration, to optimize well completion techniques and to monitor changes in hydrocarbon reservoirs. Companies participating in the mining, geothermal and carbon sequestration businesses may also use seismic services. We integrate seismic survey design, data acquisition utilizing our proprietary AUTOSEIS® recording technology, processing and interpretation to deliver enhanced services to our clients. In addition, we own and market a growing seismic data library and license this data to clients on a non-exclusive basis.

Our seismic solutions are used by many of the world’s largest and most technically advanced oil and gas exploration and production companies, including national oil companies (“NOCs”), major integrated oil companies (“IOCs”), and large independent oil and gas companies. We provide seismic data acquisition on a worldwide basis for land, transition zone and shallow marine areas, including challenging environments such as marshes, forests, jungles, arctic climates, mountains and deserts. We also have significant operational experience in most of the major U.S. shale plays, where we believe our high resolution RG3D seismic solutions are particularly well-suited.

We generate revenues primarily by providing Proprietary Services and Multi-client Services to our clients. Our Proprietary Services generate revenues by conducting geophysical surveys for our clients on a contractual basis where our clients generally acquire all rights to the seismic data obtained through such survey. We also generate revenues by providing microseismic monitoring, data processing and interpretation services. Our Multi-client Services generate revenues by selling licenses, on a non-exclusive basis, to data we own as a part of our seismic data library.

Results of Operations

Three Months Ended September 30, 2012 Compared to Three Months Ended September 30, 2011 (unaudited)

The following table sets forth our consolidated revenues for the period indicated (amounts in millions):

	Three Month Period Ended September 30,
Revenues by Service	(unaudited)
	2012					2011
	Amount		%			Amount		%
Proprietary Services	$	30.2		33	%	$	60.1		55	%
Multi-client Services		60.0		67	%		50.0		45	%
Total	$	90.2		100	%	$	110.1		100	%

	Three Month Period Ended September 30,
Revenues by Area	(unaudited)
	2012					2011
	Amount		%			Amount		%
United States	$	56.0		62	%	$	56.8		52	%
International		34.2		38	%		53.3		48	%
Total	$	90.2		100	%	$	110.1		100	%

Revenues. We recorded revenues of $90.2 million for the three months ended September 30, 2012 compared to $110.1 million for the same period ended in 2011, a decrease of $19.9 million, or 18.1%.

We recorded revenues from Proprietary Services of $30.2 million for the three months ended September 30, 2012, compared to $60.1 million for the same period in 2011, a decrease of $29.9 million, or 49.8%. Of this amount, the decrease related to our international Proprietary operations was $28.3 million, primarily due to a decrease in our crew activities in Algeria, Colombia, and Brazil.

Multi-client Services generated revenues of $60.0 million for the three months ended September 30, 2012 compared to $50.0 million for the same period of 2011, an increase of $10.0 million, or 20.0%. The increase was primarily due to the increased Multi-client Services operations in Brazil. The $60.0 million in Multi-client Services revenues included $10.8 million of late sale revenues, $48.5 million of pre-commitment revenues, and $0.7 million in non-cash data swap transactions. This compared to $16.5 million in late sales revenues, $32.5 million of pre-commitment revenues, and $1.0 million in non-cash data swap transactions during the same period of 2011.

The following table sets forth our consolidated Multi-client Services revenues for the period indicated (amounts in millions):

	Three Month Period Ended September 30,
	2012		2011
	(unaudited)
Multi-client revenues
Pre-commitments	$	48.5	$	32.5
Late sales		10.8		16.5
Subtotal		59.3		49.0
Non-cash data swaps		0.7		1.0
Total revenues	$	60.0	$	50.0

Operating expenses. Operating expenses, excluding depreciation and amortization decreased by $35.9 million, or 75%, to $11.7 million for the three months ended September 30, 2012. The decrease was primarily due to the reduced international active crews for the three months ended September 30, 2012 versus the same period in 2011.

Selling, General and Administrative Expenses. SG&A, excluding depreciation and amortization, decreased by $0.7 million, or 6%, to $9.9 million for the three months ended September 30, 2012. The SG&A cost decrease was primarily due to the reduced international crew activities for the three months ended September 30, 2012.

Depreciation and Amortization Expenses. Total depreciation (net) and amortization expense increased by $7.2 million, or 19.5%, to $44.1 million for the three months ended September 30, 2012. The Multi-client Services amortization expense was $37.4 million for the three months ended September 30, 2012, representing a 62% average amortization rate for the period. Gross depreciation expense for the period ended September 30, 2012 was $9.1 million, of which, $3.2 million was capitalized in connection with our Multi-client Services investments resulting in a net depreciation expense of $5.9 million. Approximately $1.9 million of library amortization expense was attributable to Multi-client projects for which there was no corresponding revenue during the period.

The following table summarizes our depreciation and amortization for the three month period ended (amounts in millions):

	Three Month Period Ended September 30,
	2012			2011
	(unaudited)
Gross depreciation expense	$	9.1		$	11.2
Less: capitalized depreciation for Multi-client library		3.2			4.2
Depreciation (net)	$	5.9		$	7.0

Amortization expense of intangible assets		0.8			0.4
Multi-client amortization expense		37.4			29.5
Depreciation (net) and amortization expense	$	44.1		$	36.9

Average Multi-client amortization rate for the period		62	%		59	%

Interest Expense, Net. Interest expense, net, increased by $1.8 million, or 28.4%, to $8.3 million for the three months ended September 30, 2012, compared to $6.5 million for the same period of 2011. The increase of interest expense related to the increased borrowings outstanding under the revolving credit facility, the New Notes and various promissory notes.

Other Income (Expense), Net. Other income (expense), net, was a loss of $2.2 million for the three months ended September 30, 2012 compared to a loss of $1.2 million in the same period of 2011. The primary difference related to the write-off of investment in unconsolidated subsidiary of $1.8 million from other assets.

Income Tax Expense (Benefit). Our income tax expense for the three months ended September 30, 2012 was $4.9 million compared to $2.4 million in the same period of 2011. The effective income tax rate for the three months ended September 30, 2012 and 2011 was approximately 44.9% and 79.0%, respectively. The Company’s effective income tax rate in 2012 and 2011 differs from the federal statutory rate primarily due to state income taxes, non-deductible expenses, tax rate differential from non-US operations, and valuation allowances in non-US jurisdictions.

Nine months Ended September 30, 2012 Compared to Nine months Ended September 30, 2011 (unaudited)

The following table sets forth our consolidated revenues for the period indicated (amounts in millions):

	Nine Month Period Ended September 30,
Revenues by Service	(unaudited)
	2012					2011
	Amount		%			Amount		%
Proprietary Services	$	153.6		54	%	$	145.7		54	%
Multi-client Services		130.1		46	%		126.6		46	%
Total	$	283.7		100	%	$	272.3		100	%

	Nine Month Period Ended September 30,
Revenues by Area	(unaudited)
	2012					2011
	Amount		%			Amount		%
United States	$	149.1		53	%	$	140.9		52	%
International		134.6		47	%		131.4		48	%
Total	$	283.7		100	%	$	272.3		100	%

Revenues. We recorded revenues of $283.7 million for the nine months ended September 30, 2012 compared to $272.3 million for the same period ended in 2011, an increase of $11.4 million, or 4.2%.

We recorded revenues from Proprietary Services of $153.6 million for the nine months ended September 30, 2012, compared to $145.7 million for the same period in 2011, an increase of $7.9 million, or 5.4%. Of this amount, the increase related to our U.S. Proprietary operations was $14.0 million. The international Proprietary Services revenues for the nine months ended September 30, 2012 decreased by $6.1 million compared to the corresponding period in 2011. The decrease of $6.1 million was largely driven by a decrease in our crew activities in Algeria and Colombia.

Multi-client Services generated revenues of $130.1 million for the nine months ended September 30, 2012 compared to $126.6 million for the same period of 2011, an increase of $3.5 million, or 2.8%. The $130.1 million in Multi-client Services revenues included $36.1 million of late sale revenues, $88.8 million of pre-commitment revenues, and $5.2 million in non-cash data swap transactions. This compared to $34.1 million in late sales revenues, $90.5 million of pre-commitment revenues, and $2.0 million in non-cash data swap transactions during the same period of 2011.

The following table sets forth our consolidated Multi-client Services revenues for the period indicated (amounts in millions):

	Nine Month Period Ended September 30,
	2012		2011
	(unaudited)
Multi-client revenues
Pre-commitments	$	88.8	$	90.5
Late sales		36.1		34.1
Subtotal		124.9		124.6
Non-cash data swaps		5.2		2.0
Total revenues	$	130.1	$	126.6

Operating expenses. Operating expenses, excluding depreciation and amortization decreased by $16.4 million, or 18%, to $77.0 million for the nine months ended September 30, 2012. The decrease was primarily due to the reduced international active crews for the nine months ended September 30, 2012 versus the same period in 2011.

Selling, General and Administrative Expenses. SG&A, excluding depreciation and amortization, increased by $4.3 million, or 14%, to $35.8 million for the nine months ended September 30, 2012. The SG&A cost increase was primarily due to the bad debt expense of $2.8 million recorded for the settlement of disputed receivable for the nine months ended September 30, 2012.

Depreciation and Amortization Expenses. Total depreciation (net) and amortization expense increased by $2.8 million, or 2.7%, to $107.2 million for the nine months ended September 30, 2012. The Multi-client Services amortization expense was $85.5 million for the nine months ended September 30, 2012, representing a 66% average amortization rate for the period. Gross depreciation expense for the nine months ended September 30, 2012 was $28.7 million, of which, $9.3 million was capitalized in connection with our Multi-client Services investments resulting in a net depreciation expense of $19.4 million. Approximately $6.4 million of library amortization expense was attributable to Multi-client projects for which there was no corresponding revenue during the period.

The following table summarizes our depreciation and amortization for the nine month period ended (amounts in millions):

	Nine Month Period Ended September 30,
	2012			2011
	(unaudited)
Gross depreciation expense	$	28.7		$	35.1
Less: capitalized depreciation for Multi-client library		9.3			13.4
Depreciation (net)	$	19.4		$	21.7

Amortization expense of intangible assets		2.3			1.4
Multi-client amortization expense		85.5			81.3
Depreciation (net) and amortization expense	$	107.2		$	104.4

Average Multi-client amortization rate for the period		66	%		64	%

Interest Expense, Net. Interest expense, net, increased by $4.8 million, or 25.9%, to $23.3 million for the nine months ended September 30, 2012, compared to $18.5 million for the same period of 2011. The increase of interest expense related to the increased borrowings outstanding under the revolving credit facility, the New Notes and various promissory notes.

Other Income (Expense), Net. Other income (expense), net, was a loss of $3.6 million for the nine months ended September 30, 2012 compared to a gain of $0.5 million in the same period of 2011. The primary difference related to the write-off of investment in unconsolidated subsidiary of $1.8 million from other assets.

Income Tax Expense (Benefit). Our income tax expense for the nine months ended September 30, 2012 was $12.3 million compared to $7.4 million in the same period of 2011. The effective income tax rate for the nine months ended September 30, 2012 and 2011 was approximately 44.8% and 64.1%, respectively. The Company’s effective income tax rate in 2012 and 2011 differs from the federal statutory rate primarily due to state income taxes, non-deductible expenses, tax rate differential from non-US operations, and valuation allowances in non-US jurisdictions.

EBITDA. We define EBITDA as net income before interest, taxes, depreciation and amortization and non-controlling interests. EBITDA is not a measure of financial performance derived in accordance with Generally Accepted Accounting Principles (GAAP) and should not be considered in isolation or as an alternative to net income as an indication of operating performance. The table below presents a reconciliation of EBITDA to net income (in thousands, except per share amounts):

	Three Month Period Ended September 30,									Nine Month Period Ended September 30,
	2012				2011					2012					2011
	(in thousands, except per share amounts)									(in thousands, except per share amounts)
UNAUDITED	Amount		Per Share (3)		Amount			Per Share (3)		Amount			Per Share (3)		Amount			Per Share (3)

Net income, attributable to common shareholders	$	5,807	$	0.16	$	883		$	0.02	$	15,283		$	0.41	$	4,258		$	0.12

Net income (loss), attributable to non-controlling interests		151				(239	)				(109	)				(132	)
Income tax expense		4,864				2,424					12,319					7,379
Interest expense, net		8,295				6,458					23,344					18,549
EBIT(1)		19,117	$	0.51		9,526		$	0.26		50,837		$	1.36		30,054		$	0.82

Add: Multi-client amortization		37,413				29,486					85,540					81,341
Add: Depreciation (net) and other amortization (2)		4,414				7,056					9,563					21,618
EBITDA(1)	$	60,944	$	1.63	$	46,068		$	1.25	$	145,940		$	3.92	$	133,013		$	3.64

(1) EBIT, EBITDA, EBIT per share and EBITDA per share (as defined in the calculations above) are non GAAP measurements.

(2) Includes gain (loss) of sale of assets and includes amortization of intangibles.

(3) Calculated using diluted weighted average shares outstanding.

Our management believes EBITDA is useful to an investor in evaluating our operating performance because this measure is widely used by investors in the energy industry to measure a company’s operating performance without regard to items excluded from the calculation of such term, which can vary substantially from company to company depending upon, among other factors, accounting methods, book value of assets, capital structure and the method by which assets were acquired. We believe EBITDA helps investors more meaningfully evaluate and compare the results of our operations from period to period by removing the effect of our capital structure and asset base from our operating structure. EBITDA is also used as a supplemental financial measure by our management in presentations to our board of directors, as a basis for strategic planning and forecasting, and as a component for setting incentive compensation.

Liquidity and Capital Resources

Our primary sources of liquidity are cash generated by the Proprietary Services and Multi-client Services we provide to our clients, debt and equity offerings, our revolving credit facility, and equipment financings such as capital leases and proceeds from the sale of assets. Our primary uses of capital include the acquisition of seismic data recording equipment, seismic vehicles and vessels, other equipment needed to outfit new crews and to enhance the capabilities of and maintain existing crews’ energy sources, and investments in Multi-client Services data for our library. We also use capital to fund the working capital required to launch new crews and operate existing crews. Our cash position, consistent with our revenues, depends to a large extent on the level of demand for our services. Historically, we have supplemented cash from operations with borrowings under our Revolving Credit Facility periodically as the need arises.

As of September 30, 2012, we had available liquidity as follows (amounts in millions):

	September 30, 2012
	(unaudited)
Available cash	$	23.6
Undrawn borrowing capacity under Revolving Credit Facility (1)		14.9
Total available liquidity	$	38.5

(1) Borrowings under the Revolving Credit Facility are subject to certain limitations under provisions of the Senior Notes Indenture. As of September 30, 2012, undrawn borrowing capacity would have been limited by $1.5 million resulting in net availability of $13.4 million.

The following table summarizes the net cash provided by (used in) operating, investing and financing activities for the nine months ended September 30, 2012 and 2011 (amounts in millions):

	Nine Month Period Ended September 30,
	2012			2011
	(unaudited)
Adjustments to reconcile net income to net cash	$	116.7		$	110.7
Effects of changes in operating assets and liabilities		(23.4	)		(29.1	)
Operating activities	$	93.3		$	81.6
Investing activities	$	(132.3	)	$	(157.2	)
Financing activities	$	41.1		$	56.2

Operating Activities. Net cash provided by operating activities was $93.3 million for the nine months ended September 30, 2012 compared to $81.6 million for the same period ended 2011, an increase of $11.7 million. The increase was primarily due to the increase of $11.0 million in net income, the decrease of $48.2 million in accounts receivable offset by the decrease of $17.9 million in accounts payable and accrued expenses, the decrease of $16.7 million in deferred revenue and the increase of $10.6 million in gain on sale of assets.

Investing Activities. Net cash used in investing activities was $132.3 million for the nine months ended September 30, 2012 compared to $157.2 million for the same period ended 2011, a decrease of $24.9 million. The decrease was primarily the result of decreased investment in our Multi-client Services library and decreased restricted cash investments. The following table sets forth our investment in our Multi-client Services library for the period indicated (amounts in millions):

	Nine Month Period Ended September 30,
	2012		2011
	(unaudited)
Multi-client investment (period)
Cash	$	129.2	$	144.6
Capitalized depreciation (1)		9.3		13.4
Non-cash data swaps (2)		3.6		1.0
Total	$	142.1	$	159.0

Investment (cumulative)
Cash	$	537.2	$	374.8
Capitalized depreciation (1)		53.3		40.6
Non-cash data swaps (2)		27.0		19.9
Total		617.5		435.3

Cumulative amortization		328.7		211.8
Multi-client net book value	$	288.8	$	223.5

(1) Represents capitalized cost of the equipment, owned or leased, and utilized in connection with Multi-client Services.

(2) Includes non-cash data swap investment recorded as deferred revenue.

Financing Activities. Net cash provided by financing activities was $41.1 million in the nine months ended September 30, 2012 compared to $56.2 million for the same period in 2011, a decrease of $15.1 million. The decrease was primarily the result of reduced net borrowing, increased debt issuance costs and increased principal payments on capital leases and promissory notes.

Capital Resources. On April 30, 2010, we completed the closing of a revolving credit facility under the terms of a Credit Agreement (the “Revolving Credit Facility”) with Bank of America, N.A., as administrative agent for each lender party to the Revolving Credit Facility. Our Revolving Credit Facility provides for borrowings of up to $50.0 million. On June 9, 2011, we amended the Revolving Credit Facility to provide for borrowings of up to $70.0 million under substantially similar terms. The loans under our Revolving Credit Facility bear interest at a rate equal to LIBOR plus the Applicable Rate or the Base Rate plus the Applicable Rate. The Base Rate is defined as the higher of (x) the prime rate and (y) the Federal Funds rate plus 0.50%. The Applicable Rate is defined as a percentage determined in accordance with a pricing grid based upon our leverage ratio, that will decline from LIBOR plus 4.00% or the prime rate plus 3.00% to a minimum rate equal to LIBOR plus 3.50% or the prime rate plus 2.50%. We are able to prepay borrowings under our Revolving Credit Facility at any time without penalty or premium, subject to reimbursement of the lenders’ breakage and redeployment costs in the case of prepayment of LIBOR borrowings. We also will pay a commitment fee of 0.75% per annum on the actual daily unused portions of the Revolving Credit Facility. On July 20, 2012, the Company entered into Amendment No. 3 to the Credit Agreement (the “Third Amendment”), with BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Syndication Agent and a Lender, BARCLAYS BANK PLC, and CITIBANK, N.A (collectively, the “Lenders” and individually, a “Lender”). The Company has requested and certain of the Lenders have agreed to increase such Lenders’ respective Commitments and/or extend the expiration thereof on the terms and conditions set forth in the Third Amendment. Under the Third Amendment, the amount of the maximum permitted borrowings under the Credit Agreement was increased to $85.0 million until the initial Maturity Date of April 30, 2013, at which point the amount of the maximum permitted borrowings goes to $67.5 million and the Maturity Date of the Revolving Credit Facility is extended to April 30, 2014 (the “Extended Maturity Date”). Under the Third Amendment, the Company, as Borrower, has the ability until the Extended Maturity Date to request an increase in lending commitments by an additional $10.0 million subject to the requirements of the Credit Agreement. Amendment No. 3 also increased the maximum permitted Senior Notes of the Company issued under the Senior Note Indenture dated as of April 27, 2010 from $75.0 million to $100.0 million.

Capital Expenditures. Capital expenditures for the nine months ended September 30, 2012 were $162.1 million consisting of cash and non-cash investments of property and equipment of $25.4 million, expenditure related to the like-kind equipment exchange of $7.5 million and investments in our Multi-client Services library of $129.2 million.

Contractual Obligations

The following table summarizes the payments due in specific periods related to our contractual obligations as of September 30, 2012 (amounts in thousands):

	Total		Within 1 Year		1-3 Years		3-5 Years		After 5 Years

Debt obligations (1)	$	333,104	$	15,004	$	67,900	$	250,200	$	-
Capital lease obligations		6,028		5,145		823		60		-
Operating lease obligations		2,144		943		1,192		9		-
	$	341,276	$	21,092	$	69,915	$	250,269	$	-

(1) Includes unamortized discount.

Off Balance Sheet Arrangements

We do not currently have any off balance sheet arrangements.

Backlog

The Company’s Backlog at September 30, 2012 was approximately $132 million ($91 million Multi-client Services; $41 million Proprietary Services) compared to $239 million at September 30, 2011. Backlog at June 30, 2012 was approximately $174 million and at March 31, 2012 was approximately $206 million.

We conduct business in many foreign countries. We are subject to foreign exchange risks because our contracts may, from time-to-time, be denominated in currencies other than the U.S. dollar while a significant portion of our operating expenses and income taxes accrue in other currencies. Movements in the exchange rates between the U.S. dollar and other currencies may adversely affect our financial results. Historically, we have not attempted to hedge foreign exchange risk. For the nine months ended September 30, 2012, approximately 35% of our revenues were recorded in foreign currencies, and we recorded net foreign exchange loss of $1.3 million. We attempt to match our foreign currency revenues and expenses in order to balance our net position of receivables and payables in foreign currency. Nevertheless, during the past three years, foreign-denominated revenues have exceeded foreign-denominated payables primarily as a result of contract terms required by our national oil company clients. Our management believes that this will continue to be the case in the future.

Exhibit No.		Description

31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.

31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.

31.3*		Certification of Chief Accounting Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.

32.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.3*		Certification of Chief Accounting Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		XBRL Instance Document.

101.SCH*		XBRL Taxonomy Extension Schema Document

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

DELAWARE		05-0574281
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements	1

Consolidated Balance Sheets as of September 30, 2012 (Unaudited) and December 31, 2011	1

Consolidated Statements of Income for the Three Months and Nine Months Ended September 30, 2012 and 2011 (Unaudited)	3

Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2012 and 2011 (Unaudited)	4

Consolidated Statements of Stockholders’ Equity (Unaudited)	5

Notes to Consolidated Financial Statements	6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3. Quantitative and Qualitative Disclosure About Market Risk	35

Item 4. Controls and Procedures	35

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	36

Item 1A. Risk Factors	36

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	36

Item 3. Defaults Upon Senior Securities	36

Item 4. Mine Safety Disclosures	36

Item 5. Other Information	36

Item 6. Exhibits	37

Signatures	38

	September 30, 2012		December 31, 2011
	(unaudited)
Assets held for sale	$	4,803	$	-
Prepaid expenses		2,224		862
Mobilization costs, net		1,428		4,220
Note receivable, current portion		2,328		968
Total prepaid expenses and other current assets	$	10,783	$	6,050

	September 30, 2012			December 31, 2011
	(unaudited)
Accounts receivable, trade	$	48,788		$	65,019
Unbilled		28,640			25,355
Allowance for doubtful accounts		(368	)		(3,485	)
Accounts receivable, net	$	77,060		$	86,889

	September 30, 2012		December 31, 2011
	(unaudited)
Debt issuance costs, net	$	5,986	$	4,877
Investment in unconsolidated subsidiary		372		741
Other		198		627
Total other assets	$	6,556	$	6,245

	Common Stock		Additional Paid-in Capital		Treasury Stock			Accumulated Deficit			Total Stockholders' Equity

Balances at December 31, 2011	$	467	$	246,104	$	(96,525	)	$	(36,484	)	$	113,562

Issuance of common stock		6		1,151		-			-			1,157

Compensation expense associated with stock grants		-		4,404		-			-			4,404

Charitable contribution expense associated with stock grant		-		104		-			-			104

Purchase of treasury stock		-		-		(2	)		-			(2	)

Net income		-		-		-			15,283			15,283

Balances at September 30, 2012	$	473	$	251,763	$	(96,527	)	$	(21,201	)	$	134,508

	Nine Month Period Ended September 30, 2011
Risk-free interest rates		2.68	%
Expected lives (in years)		7
Expected dividend yield		0.00	%
Expected volatility		59.08	%

	Number of Optioned Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term in Years		Weighted Average Optioned Grant Date Fair Value
Balance as of December 31, 2011		2,386,700		$	22.86			$	5.78
Expired		-			-				-
Granted		-			-				-
Exercised		-			-				-
Forfeited		(365,900	)		22.78				6.71
Balance at September 30, 2012		2,020,800		$	22.88		5.84	$	5.61
Exercisable as of September 30, 2012		1,643,775		$	22.76		5.84	$	4.78

	GLOBAL GEOPHYSICAL SERVICES, INC.


Date: November 2, 2012	/s/ Richard C. White
	Richard C. White
	President and Chief Executive Officer
	(Principal Executive Officer)



Date: November 2, 2012	/s/ P. Mathew Verghese
	P. Mathew Verghese
	Senior Vice President and Chief Financial Officer
	(Principal Financial Officer)



Date: November 2, 2012	/s/ Jesse Perez, III
	Jesse Perez, III
	Chief Accounting Officer
	(Principal Accounting Officer)