0001171843-14-003700.txt : 20140805 0001171843-14-003700.hdr.sgml : 20140805 20140804210254 ACCESSION NUMBER: 0001171843-14-003700 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20140804 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140805 DATE AS OF CHANGE: 20140804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Global Geophysical Services Inc CENTRAL INDEX KEY: 0001311486 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34709 FILM NUMBER: 141014452 BUSINESS ADDRESS: STREET 1: 13927 SOUTH GESSNER CITY: MISSOURI CITY STATE: TX ZIP: 77489 BUSINESS PHONE: 713-972-9200 MAIL ADDRESS: STREET 1: 13927 SOUTH GESSNER CITY: MISSOURI CITY STATE: TX ZIP: 77489 8-K 1 f8k_080414.htm FORM 8-K f8k_080414.htm
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 4, 2014
 
Global Geophysical Services, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction
of incorporation)
001-34709
(Commission File Number)
05-0574281
(IRS Employer Identification No.)
     
13927 South Gessner Road
Missouri City, TX
(Address of principal executive offices)
 
77489
(Zip Code)
 
Registrant's telephone number, including area code:   (713) 972-9200
 
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:
 
[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
As previously reported, on March 25, 2014, Global Geophysical Services, Inc. (the “Company”) and certain of its subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions for reorganization (the “Voluntary Petitions”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”), in the United States Bankruptcy Court for the Southern District of Texas, Corpus Christi Division (the “Court”).
 
The Company has entered into a Consulting Agreement, dated August 4, 2014 (the “Agreement”) with P. Mathew Verghese, the Company’s Chief Operating Officer.  Effective September 1, 2014, Mr. Verghese will no longer serve as Chief Operating Officer and will no longer be an employee of the Company and, subject to Court approval of the Agreement, Mr. Verghese will provide consulting services to the Company for up to 18 months and will receive $10,000 for each month of service, as well as certain additional amounts for replacement medical coverage and expense reimbursements.  Under the terms of the Agreement, Mr. Verghese will be permitted to pursue other interests, subject to certain non-compete and other provisions.  From and after September 1, 2014, the responsibilities of the Chief Operating Officer will be performed by other members of the executive team, including the Chief Executive Officer.
 
A copy of the Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
 
Item 7.01   Regulation FD Disclosure.
 
On August 4, 2014, the Debtors filed their monthly operating report for the month ended June 30, 2014 (the “Monthly Operating Report”) with the Court.  The Monthly Operating Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference.  This current report (including the exhibit hereto or any information included therein) shall not be deemed an admission as to the materiality of any information required to be disclosed solely by reason of Regulation FD.
 
In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and in Exhibit 99.1 is deemed to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
 
FINANCIAL AND OPERATING DATA
 
The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company.  The Company cannot predict what the ultimate value of any of its securities may be.  The Monthly Operating Report is limited in scope, does not reflect results of operations, financial or other information for subsidiaries of the Company that are not Debtors, covers a limited time period and has been prepared solely for the purpose of complying with the monthly reporting requirements of the Office of the United States Trustee of the Southern District of Texas and the Court.  The Monthly Operating Report was not audited or reviewed by independent accountants, is in a format prescribed by applicable bankruptcy laws and regulations and is subject to future adjustment and reconciliation.  Therefore, the Monthly Operating Report does not contain all information required in filings pursuant to the Exchange Act, or may present such information differently from such requirements.  There can be no assurance that, from the perspective of an investor or potential investor in the Debtors’ securities, the Monthly Operating Report is complete.  The Monthly Operating Report also contains information for periods that are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act.  Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.
 
FORWARD-LOOKING STATEMENTS
 
This current report on Form 8-K and the exhibit hereto may contain forward-looking statements. Actual results may differ materially from the results suggested by these forward-looking statements. Readers are referred to the documents filed by the Company with the Securities and Exchange Commission, which further identify the important risk factors that could cause actual results to differ materially from the forward-looking statements in this current report on Form 8-K and the exhibit hereto. The Company disclaims any obligations to update any forward-looking statements.
 
Item 9.01   Financial Statements and Exhibits
 
(d)           Exhibits
 
Exhibit Number
 
Description
     
10.1
 
Consulting Agreement, dated as of August 4, 2014, between Global Geophysical Services, Inc. and P. Mathew Verghese.
99.1
 
Monthly Operating Report for the month ended June 30, 2014, filed with the United States Bankruptcy Court for the Southern District of Texas, Corpus Christi Division.
 
 
 

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
Global Geophysical Services, Inc.
 
Dated: August 4, 2014
 
 
/s/ SEAN M. GORE                                                          
Sean M. Gore
Senior Vice President & Chief Financial Officer
 
 

 
 
 

 
EXHIBIT INDEX
 
Exhibit Number
 
Description
     
10.1
 
Consulting Agreement, dated as of August 4, 2014, between Global Geophysical Services, Inc. and P. Mathew Verghese.
99.1
 
Monthly Operating Report for the month ended June 30, 2014, filed with the United States Bankruptcy Court for the Southern District of Texas, Corpus Christi Division.

 
EX-10.1 2 exh_101.htm EXHIBIT 10.1 exh_101.htm
Exhibit 10.1
 
CONSULTING AGREEMENT
 
This Consulting Agreement (together with the Waiver and Release, as defined below, this “Agreement”) is dated as of August 4, 2014 but effective as of the Effective Date (as that term is defined in Section 17), between Global Geophysical Services, Inc. a Delaware corporation (the “Company”), and P. Mathew Verghese, an individual (“Consultant”).  Consultant and the Company may sometimes be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
 
W I T N E S S E T H
 
WHEREAS, Consultant was Chief Operating Officer of the Company and its affiliates through and including September 1, 2014, and in such capacity, Consultant obtained specialized knowledge of the Company’s and its affiliates’ affairs (including, without limitation, certain financial and financial reporting concerns) for which the Company and its affiliates may require Consultant’s additional input and counsel after Consultant’s employment termination date;
 
WHEREAS, under the terms of this Agreement, Consultant’s termination as an employee of the Company will not give rise to any severance obligation under any arrangement employee had with the Company;
 
WHEREAS, the Company desires to retain Consultant as an independent contractor for the period provided in this Agreement, and Consultant is willing to serve as an independent contractor for said period, and upon the other terms and conditions provided in this Agreement;
 
NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Parties agree as follows:
 
1.           Engagement of Consultant:
 
(a)           The Company agrees to engage Consultant to provide consulting services as described in Section 3, as an independent consultant, and Consultant agrees to render consulting services for the period described in Section 2(a) and upon the other terms and conditions provided in this Agreement.
 
(b)           The Company’s obligations under this Agreement are expressly contingent upon, among other things, Consultant executing the waiver and release (the “Waiver and Release”) attached to this Agreement as Exhibit A.
 
(c)           Consultant agrees and acknowledges that, as of close of business on September 1, 2014 (the “Start Date”), he shall no longer be an employee, officer or director of the Company or any of its affiliates and shall have no rights under the employment agreement between Consultant and the Company, effective as of January 24, 2013, and as amended effective January 10, 2014 (the “Employment Agreement”).  Consultant agrees to execute any arrangements reasonably required to effectuate resignation of any office or directorship of the Company and/or its affiliates.
 
(d)           Subject to the provisions of this Agreement, Consultant may provide services to other entities that do not compete, directly or indirectly with the Company, provided that such services do not interfere with Consultant’s performance of his duties under this Agreement.
 
 
 

 
(e)           Upon the commencement of (covering the period prior to the Start Date) and upon the expiration of the Term (covering the entire service period with the Company), Consultant shall execute an additional waiver and release substantially similar to the Waiver and Release attached to this Agreement as Exhibit A without additional consideration therefor.  Failure to execute such additional waivers and releases will constitute a material breach of this Agreement.
 
2.           Terms and Responsibilities:
 
(a)           The period of Consultant’s engagement under this Agreement shall commence on the Start Date and continue for eighteen months (the “Term”).
 
(b)           During the period of engagement as an independent contractor under this Agreement, Consultant shall devote such time and efforts as may be necessary and as requested by the Company from time to time to perform the services as provided in Section 3.
 
3.           Consultant Services:
 
(a)           The Company engages Consultant to provide during the Term consultation on an “as needed basis” regarding ongoing operations of the Company and financial matters and financial reporting issues and such other services as the Company or its affiliates may request, including, but not limited to (i) assisting the Company and its affiliates in cooperating with the pending Securities and Exchange Commission and Financial Industry Regulatory Authority investigations and any other governmental inquiries or investigations relating to the period Consultant served the Company and its affiliates as an employee, (ii) assisting with existing litigation in which the Company and/or its affiliates are a party and (iii) assisting the Company and its affiliates with any items that may arise in their chapter 11 bankruptcy cases.
 
(b)           Consultant agrees to provide the consulting services as necessary, which the parties approximate will be up to 40 hours of consulting services per month.
 
(c)           Consultant’s primary point of contact at the Company will be the Chief Executive Officer of the Company, and all requests for consulting services will be made on the Company’s behalf by the Chief Executive Officer of the Company.
 
(d)           Except as expressly provided by the Chief Executive Officer of the Company in writing, Consultant will not communicate with employees, clients or customers of the Company or its affiliates regarding the Company or its activities.
 
 
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4.           Relationship of the Parties:
 
(a)           The Company and Consultant acknowledge and understand that Consultant is an independent contractor, that Consultant shall not by virtue of this Agreement become, in any capacity the agent, servant or employee of Company and that nothing contained in this Agreement shall be regarded or construed as creating any relationship between the Parties other than as an independent contractor as set forth in this Agreement.  Consultant expressly acknowledges and agrees that neither this Agreement nor the services to be provided under this Agreement shall form the basis for any rights of eligibility, vesting or participation in any pension, insurance, sickness and/or any other benefits of any kind provided by the Company or any of its affiliates to their respective employees, whether or not maintained under a plan qualified under the Employee Retirement Income Security Act of 1974, as amended, even if the term or other periods of service as a Consultant are subsequently reclassified by a third party as a period of employment with the Company or an affiliate for any other purpose, and, as a condition to this Agreement, Consultant hereby waives any such rights in respect of his consulting services hereunder during the Term. Without limiting the foregoing, this Agreement does not confer upon Consultant any authority whatsoever to obligate, bind or commit the Company, contractually or otherwise, and Consultant shall not do anything whatsoever to represent to any person that Consultant has any authority to so obligate, bind or commit the Company.  From and after the Start Date, Consultant shall not have any claim against the Company or any of its affiliates for vacation pay, health or disability benefits, unemployment insurance benefits or employee benefits of any kind related to his service as a Consultant under this Agreement, and Consultant hereby waives any such claims in respect of his consulting services hereunder during the Term.
 
(b)           Consultant warrants and represents that from and after the Start Date, Consultant is not and shall not be entitled to, and shall not, pursue any claim or litigation whatsoever for any termination pay, severance pay, incentive pay (key employee or otherwise), compensation in lieu of notice, vacation pay, overtime pay, or any other right, benefit or entitlement available to an employee or to any individual with a status other than that of independent contractor, either under statute, at common law, at equity or otherwise.  This warranty and representation is a material one.  In the absence of this warranty, the Company would not enter into this Agreement.  In the event that Consultant pursues any such claim or litigation whatsoever, Consultant shall be deemed in material breach of this Agreement.
 
5.           Remuneration:
 
(a)           As fair and adequate consideration for any and all consulting services that Consultant may render under this Agreement, from and after the Start Date, the Company shall pay Consultant the following amounts:
 
1.           $10,000 per calendar month during the Term in arrears, pro-rated for partial months of performance (with the maximum amount payable under this Section 5(a)(1) being $180,000 in the aggregate); and
 
2.           $1,500 per calendar month in arrears for purposes of assisting Consultant with obtaining replacement medical coverage (which may include COBRA continuation coverage) until the earlier of (i) the six month anniversary of the Start Date or (ii) the date Consultant obtains employment with an employer that offers medical benefits; provided, however, that Consultant and the Company agree that if the Company or its affiliates could, by virtue of this $1,500 payment, be subject to adverse tax, ERISA or other consequences (including without limitation under Section 4980D of the Internal Revenue Code of 1986, as amended), then the Parties agree to restructure in good faith such payment to the extent possible to avoid such consequences; provided further that if the Company’s accountant’s determine in good faith that no such restructuring is possible to avoid such consequences (including by reason of the application of any substitution or similar rule under such Code, ERISA, law, regulation or other guidance published at any time), Consultant will forfeit without consideration such right to the payments under this clause (a)(2).
 
 
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(b)           Consultant shall be reimbursed for all reasonable business expenses incurred by Consultant at the specific request of the Company in performing his obligations under this Agreement.
 
(c)           Consultant’s sole compensation for the services rendered under this Agreement shall be the amount provided for above.  In respect of the consulting services hereunder, Consultant shall not receive or be entitled to participate in any Company benefits, benefit plans, compensation plan or compensation arrangement that are provided to employees by the Company (or any parent, subsidiary or affiliated company), except to the extent such participation is mandated by applicable law.
 
6.           Terms of Payment:
 
Consultant shall be paid any amounts due under Section 5(a) of this Agreement on the last business day of each calendar month so long as this Agreement has not been terminated.  Consultant shall submit monthly invoices for charges due under Section 5(b) of the Agreement to the Company.  Each invoice must (a) detail any reimbursable business expenses incurred by Consultant in performing his obligations under the Agreement and (b) include any other information the Company reasonably requests.  Payment for said invoice amounts shall be made by the Company within a reasonable period after receipt of invoice by the Company but in no event later than the last day of the calendar month following the month in which such expense was submitted to the Company.  Should the Company dispute any portion of Consultant’s invoice, the Company shall pay the undisputed portion of the invoice and advise Consultant in writing of the disputed portion.
 
7.           Termination of Engagement:
 
(a)           Notwithstanding any other provision in this Agreement to the contrary, Consultant’s engagement under this Agreement may be terminated immediately, without notice or pay in lieu of notice, and with no liability to make any further payment to Consultant, by the Company due to a Disqualifying Event (as defined below).
 
(b)           For purposes of this Agreement, “Disqualifying Event” shall mean (i) Consultant’s failure or refusal to perform the services requested hereunder by the Company, other than a failure resulting from Consultant’s incapacity due to physical or mental illness, which failure continues for a period of at least seven (7) days after a detailed written notice and a demand for performance has been delivered to Consultant specifying the failure or refusal under this subclause (b)(i); (ii) any intentional act or omission of Consultant involving, or Consultant’s direct or indirect involvement in, any fraud, misrepresentation, theft, embezzlement, or dishonesty involving the Company or its affiliates; (iii) conviction of or a plea of guilty or nolo contendere to an offense which is a felony or which is a misdemeanor that involves fraud; (iv) a material breach by Consultant of this Agreement or any other agreement with the Company or its affiliates to which Consultant is a party (including, without limitation, any release agreement, any employment agreement (the terms of which survive termination of Consultant’s termination of employment) or otherwise) which breach, if curable, is not cured by Consultant within 30 days after written notice of such breach by the Company to Consultant; (v) Consultant’s gross negligence or willful misconduct in the performance of the consulting services contemplated by this Agreement; or (vi) Consultant’s intentional act or omission that causes or could reasonably be expected to cause harm to the business or reputation of the Company or its affiliates.
 
 
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8.           Tax Withholding:
 
(a)           Because Consultant shall not be an employee of the Company during the Term, but shall act in the capacity of an independent contractor, the Company shall not withhold from any amounts payable under this Agreement federal, state, city or any other taxes.  It is the responsibility of Consultant to pay all taxes that shall be required pursuant to any law or governmental regulation or ruling.
 
(b)           If the Internal Revenue Service makes a claim, which, if successful, would require the Company or its affiliates to make a payment or withhold any taxes, or which would result in liability to the Company or its affiliates for any misclassification (including without limitation with respect to any employee benefit liability), then Consultant shall indemnify and hold the Company and its affiliates harmless against any such payment or liability, including without limitation tax liability and associated penalties and interest, and any fees (including without limitation attorneys’ and accountants’ fees) reasonably incurred by the Company in connection therewith.
 
9.           Effect of Prior Agreements:
 
This Agreement contains the entire understanding between the Parties; provided, however, that nothing herein shall supersede those provisions of Consultant’s Employment Agreement to the extent that such provisions survive pursuant to the terms thereof.  Any obligations under such Employment Agreement are intended to apply in addition to and not in lieu of any obligations set forth herein.
 
10.           Non-Competition, Non-Solicitation and Confidentiality:
 
During Consultant’s engagement with the Company, the Company shall give Consultant access to some or all of its Confidential Information, as defined below, that Consultant has not had access to or knowledge of before the execution of this Agreement.
 
(a)           Non-Competition During Restricted Period.  Consultant agrees that, in order to protect the Company’s Confidential Information, it is necessary to enter into the following restrictive covenant, which is ancillary to the enforceable promises between the Company and Consultant otherwise contained in this Agreement.  Consultant agrees that Consultant shall not, at any time during the Restricted Period (as defined below), within any of the geographic areas or markets in which the Company or its affiliates have made any material sale of products or services or have formulated written plans to sell products or services since August 31, 2013 (the “Restricted Area”), directly or indirectly, whether as an employee, consultant, manager or otherwise, become employed by or affiliated with, render consulting, advisory or other services to, or engage in (including without limitation as an investor, owner, or manager) or contribute Consultant’s knowledge to, any business that is competitive with the Company or its affiliates within the Restricted Area or for which the Company or its affiliates have a competing product, process, apparatus, service, or development (“Competing Activities”); provided the Consultant may be employed by, or perform services for, a business that engages in Competing Activities within the Restricted Area so long as the Consultant does not personally render advice to, perform any services for, or otherwise participate in or assist, such business in the conduct of its Competing Activities within the Restricted Area.  For the purpose of this Agreement, “Restricted Period” means a period beginning on the Start Date and ending 18 months after such date.  The non-competition covenant in this Section 10(b) may, in the Company’s sole discretion, be waived.
 
 
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(b)           Confidential Information.  Consultant agrees that he will not, except as the Company may otherwise consent or direct in writing, reveal or disclose, sell, use, lecture upon, publish or otherwise disclose to any third party any Confidential Information or proprietary information of the Company, or authorize anyone else to do these things at any time either during or subsequent to his engagement with the Company.  This section shall continue in full force and effect after termination of Consultant’s engagement under this Agreement and after the termination of this Agreement.  Consultant’s obligations under this section with respect to any Confidential Information and proprietary information shall cease when that specific portion of the Confidential Information and proprietary information becomes publicly known (other than as a breach of this Agreement or any other agreement), in its entirety and without combining portions of such information obtained separately or three years after the end of the Term, whichever occurs first.  It is understood that such Confidential Information and proprietary information of the Company include matters that Consultant conceives or develops, as well as matters Consultant learns or previously learned from employees of the Company or suppliers, contractors, distributors, subcontractors, customers, joint venturers, partners, co-interest owners (in seismic data) or any other entity with which the Company does or did business.  “Confidential Information” is defined to include information:  (1) disclosed to or known by Consultant as a consequence of or through his prior employment or engagement under this Agreement with the Company; (2) not generally known outside the Company; and (3) that relates to any aspect of the Company or its business, prospects, finances, operations, budgets, research, or strategic development.  “Confidential Information” includes, but is not limited to, the Company’s trade secrets, proprietary information, financial documents, long range plans, customer or supplier information (including customer and supplier lists), employer compensation, marketing strategy, data bases, costing data, computer software developed by the Company, investments made by the Company, and any information provided to the Company by a third party under restrictions against disclosure or use by the Company or others.
 
(c)           Non-Solicitation.  To protect the Company’s Confidential Information, and in the event of Consultant’s termination of engagement for any reason whatsoever, whether by Consultant or the Company, it is necessary to enter into the following restrictive covenant, which is ancillary to the enforceable promises between the Company and Consultant otherwise contained in this Agreement.  Consultant covenants and agrees that for the period beginning on the Start Date and ending 18 months after such date (the “Non-Solicitation Period”), Consultant will not, directly or indirectly, either individually or as a principal, equity owner, partner, agent, consultant, contractor, employee, director or officer of any entity or person, or in any other manner or capacity whatsoever for any person (whether natural person or entity), except on behalf of the Company as properly directed in writing by the Company in accordance with this Agreement, (i) solicit business, or attempt to solicit business, and products or services competitive with products or services sold by the Company or its affiliates, from the Company’s or its affiliates’ clients, prospective clients with whom Consultant (in his capacity as a consultant or employee) had dealings, suppliers or customers, or those individuals or entities with whom the Company or its affiliates did business during Consultant’s engagement or service with the Company in any capacity, (ii) solicit or influence or attempt to solicit or influence, any employee of the Company or its affiliates to leave the employment of the Company or its affiliates, or hire or attempt to hire any such employee, or (iii) interfere with any business relation of the Company or its affiliates.
 
 
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(d)           Nondisparagement.  During the Term and continuing for a period of two years after expiration of the Term, Consultant, acting alone or in concert with others, whether in private or in public, will not (i) make, publish, encourage, ratify or authorize, or enable or assist another person or entity in making, authorizing, ratifying, or publishing any statements that defame, criticize, malign, impugn, reflect negatively on, or disparage, the Company, its affiliates, any of the institutions named as lenders in the Company’s chapter 11 financing agreement (in such capacity or otherwise, the “DIP Financing Lenders”), or their respective members, partners, employees, directors, officers, agents or representatives, or that place any such person in a negative light in any manner whatsoever, (ii) commit damage to the property of the Company or its affiliates or otherwise engage in any willful misconduct which could reasonably be expected to be injurious to the business, operations, condition (financial or otherwise), prospects or reputation of the Company or its affiliates; provided, however, that nothing in this Agreement shall apply to or restrict in any way the truthful communication of any information by Consultant (1) to any authorized person acting on behalf and of the Company in connection with any internal investigation or review, (2) as required by law, to any state or federal law enforcement or regulatory authority, including with respect to the pending Securities and Exchange Commission and Financial Industry Regulatory Authority investigations and any other governmental inquiries or investigations relating to the period Consultant served the Company and its affiliates as an employee; or (3) any other person if required by subpoena or other process of law related to the Company, including without limitation, pursuant to any administrative or judicial proceeding.  If Consultant responds or communicates with any party or entity described in clause (3), Consultant shall notify prior to such communication the Company in writing of such proposed response or communication.
 
(e)           Return of Documents, Equipment, Etc.  All writings, records, and other documents and things comprising, containing, describing, discussing, explaining, or evidencing any Confidential Information, and all equipment, components, parts, tools, and the like in Consultant’s custody or possession that have been obtained or prepared in the course of Consultant’s prior employment or engagement under this Agreement with the Company shall be the exclusive property of the Company, shall not be copied and/or removed from the premises of the Company, except in pursuit of the business of the Company, and shall be delivered to the Company, without Consultant retaining any copies, upon notification of the termination of Consultant’s engagement or at any other time requested by the Company.  The Company shall have the right to retain, access, and inspect all property of Consultant of any kind in the office, work area, and on the premises of the Company upon termination of Consultant’s engagement and at any time during engagement by the Company to ensure compliance with the terms of this Agreement.
 
(f)           Tolling.  Any Restricted Period, Non-Solicitation Period or other time period set forth in this Section 10 will be automatically extended for one day for each day that the Company reasonably determines that Consultant is in breach of this Agreement.
 
 
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(g)           Reaffirmation of Obligations.  Upon termination of Consultant’s engagement with the Company, Consultant, if requested by Company, shall reaffirm in writing Consultant’s recognition of the importance of maintaining the confidentiality of the Company’s Confidential Information and proprietary information, and reaffirm any other obligations set forth in this Agreement.
 
(h)           Prior Disclosure.  Consultant represents and warrants that Consultant has not used or disclosed any Confidential Information he may have obtained from the Company prior to signing this Agreement.
 
(i)           Enforceability.  The agreements contained in this Section 10 are independent of the other agreements contained in this Agreement.  Accordingly, failure of the Company to comply with any of its obligations outside of this Section does not excuse Consultant from complying with the agreements contained in this Section 10.
 
(j)           Survivability.  The agreements contained in this Section 10 shall survive in accordance with their terms the termination or expiration of this Agreement and/or the Term for any or no reason.
 
(k)           Reformation.  If a court concludes that any time period or geographic area or other obligation set forth in this Section 10 are unenforceable, then such time period will be reduced by the number of months, the geographic area will be reduced by the elimination of the overbroad portion, or both, and such other obligation will be so limited as the court determines, so that the restrictions in this Section 10 may be enforced to the fullest extent permitted by law.
 
(l)           Permitted Ownership Interests.  Notwithstanding the restrictions contained in Section 10, Consultant or any of Consultant’s affiliates may own an aggregate of not more than 2% of the outstanding equity of any class of any entity engaged in business that is competitive with the Company, if such equity is listed on a national securities exchange or regularly traded in the over-the-counter market by a member of a national securities exchange, without violating the provisions of this Section 10, provided that neither Consultant nor any of Consultant’s affiliates has the power, directly or indirectly, to control or direct the management or affairs of any such corporation and is not involved in the management of such entity.
 
11.           Breach:
 
Consultant agrees that any breach of Sections 10(a) through (f) cannot be remedied solely by money damages, and that in addition to any other remedies Company may have, Company is entitled to obtain injunctive relief against Consultant (without the necessity of posting any bond with respect to such breach).  Nothing in this Section 11, however, shall be construed as limiting the Company’s right to pursue any other available remedy at law or in equity, including recovery of damages and termination of this Agreement and/or any termination or offset against any payments that may be due under this Agreement.
 
12.           General Provisions:
 
(a)           Neither this Agreement nor any right or interest under this Agreement shall be assignable by either Party, their  beneficiaries, or legal representative without the other Party’s prior written consent.  Notwithstanding the foregoing, the Company may assign or transfer this Agreement without Consultant’s consent to a subsidiary of the Company or to a person that succeeds to all or substantially all of the business or assets of the Company, either directly or indirectly, by merger, combination, business transaction or otherwise.
 
 
- 8 -

 
(b)           The Parties acknowledge and agree that this Agreement was jointly drafted by the Company on the one side and by Consultant on the other side.  Neither Party, nor any Party’s counsel, shall be deemed the drafter of this Agreement in any proceeding that may hereafter arise between them, and Consultant acknowledges and agrees that he has had an opportunity to seek the advice of legal counsel.
 
(c)           Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge, hypothecation, execution, attachment, levy, or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect such action shall be null, void and of no effect.
 
(d)           This Agreement shall be binding upon and inure to the benefit of Consultant and the Company and their respective permitted successors and assigns.  There are no third-party beneficiaries of this Agreement.
 
(e)           Any notice required or permitted to be given under this Agreement shall be sufficient if made in writing, and if sent prepaid by certified mail, return receipt requested or by nationally recognized overnight courier service, or personally delivered with receipt to the parties at the following addresses:
 
Consultant’s address of record in the Company’s file.
 
or
 
Global Geophysical Services, Inc.
Attention:  General Counsel
13927 South Gessner Road
Missouri City, TX 77489
 
13.           Modification and Waiver:
 
(a)           This Agreement may not be modified or amended except by an instrument in writing signed by the Parties.
 
(b)           No term or condition of this Agreement shall be deemed to have been waived, nor shall there be an estoppel against the enforcement of any provision of this Agreement, except by written instrument of the Party charged with such waiver or estoppel.  No such written waiver shall be deemed a continuing waiver unless specifically stated in such waiver, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived.
 
 
- 9 -

 
14.           Severability:
 
If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect any other provision of this Agreement not held so invalid, and each such other provision shall to the full extent consistent with law continue in full force and effect.  If any provision of this Agreement shall be held invalid in part, such invalidity shall in no way affect the rest of such provision not held so invalid, and the rest of such provision, together with all provisions of this Agreement, shall to the full extent consistent with law continue in full force and effect.
 
15.           Headings:
 
The headings of sections of this Agreement are included solely for convenience and reference and shall not control the meaning or interpretation of any of the provisions of this Agreement
 
16.           Governing Law; Venue:
 
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflicts of laws principles thereof.  Except with regards to violations of Section 10, with respect to any claim or dispute related to or arising under this Agreement, the Company and Consultant consent to the exclusive jurisdiction, forum and venue of the United States Bankruptcy Court for the Southern District of Texas, Corpus Christi Division, for so long as such court has subject matter jurisdiction, and afterwards to the state courts in Fort Bend County, Texas and the federal courts of the Southern District of Texas, Houston Division.
 
17.           Bankruptcy Court Approval:
 
(a)           This Agreement shall be subject to approval by the United States Bankruptcy Court for the Southern District of Texas, Corpus Christi Division (the “Bankruptcy Court”).  The “Effective Date” of this Agreement shall be the date of entry of an order from the Bankruptcy Court authorizing the Company to enter into the Agreement (the “Approval Order”).  If (i) a motion seeking approval of this Agreement has been denied by the Bankruptcy Court, (ii) an Approval Order is not entered prior to the Start Date, or (iii) an Approval Order is reversed upon a subsequent appeal, then in the case of (i), (ii), or (iii), this Agreement shall terminate and be of no force or effect (a “Termination Event”) except that the provisions of Section 17(b) herein shall survive; provided, further, that, to the extent desired by the Parties, the Parties shall mutually agree to modify the terms of Consultant’s consulting arrangement, to the extent practicable and after consultation with the DIP Financing Lenders and the Official Committee of Unsecured Creditors, in order to seek Bankruptcy Court approval thereafter.
 
(b)           Upon the occurrence of a Termination Event, Consultant’s employment under the Employment Agreement shall be deemed terminated immediately, subject to Consultant’s right to make a claim under the Employment Agreement.  The Company reserves the right to object to such claim on any basis.
 
 
- 10 -

 
(c)           Nothing in this Agreement or the Bankruptcy Court’s approval thereof shall constitute or otherwise be construed as an assumption of the Employment Agreement under section 365(a) of the Bankruptcy Code.  Consultant acknowledges the Company’s right to reject the Employment Agreement pursuant to section 365(a) of the Bankruptcy Code, which right the Company hereby expressly reserves.  In the event the Company rejects the Employment Agreement, Consultant’s damages, if any, and any related claim therefore under sections 365(g) and 501 of the Bankruptcy Code, shall be limited to those damages arising under Section 17(b) of this Agreement, if any.
 
18.           No Release of Estate Causes of Action:
 
Consultant agrees and acknowledges that the Company does not waive any claims or causes of action it may have against Consultant, whether known or unknown, arising out of or relating in any way to Consultant’s previous employment with or the performance of Consultant’s prior duties as an employee of the Company or its affiliates.
 
19.           Non-Disparagement:
 
Subject to Section 18 of this Agreement, during the Term and continuing for a period of two years after expiration of the Term, the Company agrees to use commercially reasonable efforts to prevent its officers or directors and the officers or directors of its wholly owned subsidiaries, while and during the time in which any such individual is an officer or director of the Company or its wholly owned subsidiaries, from making, publishing, encouraging, ratifying, authorizing, or enabling or assisting another person or entity in making, authorizing, ratifying, or publishing any statements to any person that defame, criticize, malign, impugn, reflect negatively on, or disparage Consultant, or that place Consultant in a negative light relating to Consultant’s prior employment by the Company or services provided under this Agreement; provided, however, that nothing in this Agreement shall apply to or restrict in any way the communication of any information that the Company believes in good faith to be truthful (1) to any authorized person acting on behalf and of the Company in connection with any internal investigation or review, (2) to any law enforcement or regulatory authority, including with respect to the pending Securities and Exchange Commission and Financial Industry Regulatory Authority matters and any other governmental inquiries or investigations, (3) to any other person if required by subpoena or other process of law related to the Company, including without limitation, pursuant to any administrative or judicial proceeding, (4) in connection with any court or regulatory proceeding for any reason, including but not limited to any testimony or deposition, whether voluntary or otherwise, any motions or pleadings filed with any court, or any communication with a regulatory body, including but not limited to the Securities and Exchange Commission, (5) to the DIP Financing Lenders, the Official Committee of Unsecured Creditors appointed in the Company’s bankruptcy case, the independent public accounting firm that audits the Company’s financial statements or counsel for the Company or (6) in internal communication by and among the officers and directors of the Company, or with others in the Company if such officer or director in good faith believes it is necessary or appropriate to provide information or comments in the best interests of the Company.
 
 
- 11 -

 
EXECUTED as of the date first above written.
 
CONSULTANT
COMPANY
 
 
   
  /s/ P. Mathew Verghese         
By:      /s/ Richard C. White                                                     
  P. Mathew Verghese
Name: Richard C. White
 
Title: President and Chief Executive Officer
   
   
 
 
- 12 -

 
Exhibit A - Waiver and Release
 
Global Geophysical Services, Inc. has offered to enter into a consulting agreement with P. Mathew Verghese, (“Consultant”) dated as of August 4, 2014 (the “Consulting Agreement”), which benefit was offered to Consultant in exchange for Consultant’s agreement, among other things, to waive all of Consultant claims against and release Global Geophysical Services, Inc. and its predecessors, successors and assigns (collectively referred to as the “Company”), all of the affiliates (including parents and subsidiaries) of the Company (collectively referred to as the “Affiliates”) and the Company’s and Affiliates’ directors and officers, employees and agents, insurers, investors, lenders (including the DIP Financing Lenders (as defined in the Consulting Agreement)), and their affiliates, and any employee benefit plans and the fiduciaries and agents of said plans (collectively, with the Company and Affiliates, referred to as the “Corporate Group”) from any and all claims, demands, actions, liabilities and damages arising out of or relating in any way to Consultant’s employment with or separation from the Company or the Affiliates, including any claims or rights Consultant may have under Consultant’s employment agreement with the Company, effective as of January 24, 2013, and as amended effective January 10, 2014 (the “Employment Agreement”) (including but not limited to rights to severance payments) and any right to any incentive pay (key employee or otherwise) or similar payment; provided, however, that this Waiver and Release shall not apply to (1) any existing right Consultant has to indemnification, contribution and a defense, (2) any directors and officers and general liability insurance coverage, (3) any rights Consultant may have as a shareholder of the Company, (4) any rights Consultant has to vested employee benefits under the terms of employee benefit plans sponsored by the Company or its Affiliates, and (5) any rights which cannot be waived or released as a matter of law.
 
Consultant understands that signing this Waiver and Release is an important legal act.  Consultant acknowledges that the Company has advised Consultant in writing to consult an attorney before signing this Waiver and Release.
 
In exchange for the Company’s agreeing to enter into the Consulting Agreement, Consultant (on his behalf and on behalf of any heirs, executors, administrators, successors and assigns), among other things, (1) agrees not to sue in any local, state, federal and/or foreign court or tribunal regarding or relating in any way to Consultant’s employment with, service to or separation from the Company or the Affiliates, Consultant’s Employment Agreement or any claim waived under this Waiver and Release, (2) knowingly and voluntarily waive all claims and release the Corporate Group from any and all claims, demands, actions, liabilities, and damages, whether known or unknown, arising out of or relating in any way to Consultant’s employment with or separation from the Company or the Affiliates and (3) waives any rights that Consultant may have under any of the Company’s severance benefit, incentive or retention plans, which Consultant may have from the beginning of time through the date of this Waiver and Release.  This Waiver and Release includes, but is not limited to, claims and causes of action under:  Title VII of the Civil Rights Act of 1964, as amended (“Title VII”); Americans With Disabilities Act; the Age Discrimination in Employment Act (as amended by the Older Workers Benefit Protection Act); the National Labor Relations Act; the Civil Rights Acts of 1866, 1871 and 1991, each as amended; the Civil Rights Act of 1991; the Americans with Disabilities Act of 1990 (“ADA”); the Energy Reorganization Act, as amended, 42 U.S.C. §§ 5851; the Workers Adjustment and Retraining Notification Act of 1988; the Sarbanes-Oxley Act of 2002; the Employee Retirement Income Security Act of 1974, as amended; the Equal Pay Act; the Fair Credit Reporting Act; Vietnam Era Veterans Readjustment Act of 1974; the Rehabilitation Act of 1973; the Worker Adjustment and Retraining Notification Act; Section 806 of the Corporate and Criminal Fraud Accountability Act of 2002; the Family and Medical Leave Act; the Immigration Reform Control Act; the Genetic Information and Discrimination Act; the Fair Labor Standards Act; the Occupational Safety and Health Act; the Texas Commission on Human Rights Act; the Texas Labor Code; the Texas Payday Act; the Texas Unemployment Insurance Act; the Texas Workers' Compensation Act, each of the foregoing as amended; claims in connection with workers’ compensation or “whistle blower” statutes; and/or contract, tort, defamation, slander, libel, wage-hour, civil rights, local human rights, pension, retaliation, wrongful termination or any other state or federal regulatory, statutory or common law.  Further, Consultant expressly represents that Consultant is relying on Consultant’s own judgment in executing this Waiver and Release, and that Consultant is not relying on any statement or representation of the Company, any of the Affiliates or any other member of the Corporate Group or any of their agents.  Consultant agrees that this Waiver and Release is valid, fair, adequate and reasonable, is entered into with Consultant’s full knowledge and consent, was not procured through fraud, duress or mistake and has not had the effect of misleading, misinforming or failing to inform Consultant.
 
 
- 13 -

 
Notwithstanding the foregoing, nothing contained in this Waiver and Release is intended to prohibit or restrict Consultant in any way from (1) bringing a lawsuit against the Company to enforce the Company’s obligations under the Consulting Agreement; (2) testifying truthfully in any investigation or proceeding brought by, any federal regulatory or law enforcement agency (including the pending Securities and Exchange Commission and Financial Industry Regulatory Authority investigations) or legislative body, any self-regulatory organization, or the Company’s legal, compliance or human resources officers; (3) testifying truthfully in a proceeding relating to an alleged violation of law, including any laws relating to fraud or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization; (4) filing any claims that are not permitted to be waived or released under applicable law (although Consultant’s ability to recover damages or other relief is still waived and released to the extent permitted by law), or (5) otherwise providing the consulting services as properly requested by the Company.
 
Should any of the provisions set forth in this Waiver and Release be determined to be invalid by a court, agency or other tribunal of competent jurisdiction, it is agreed that such determination shall not affect the enforceability of other provisions of this Waiver and Release.  Consultant acknowledges that this Waiver and Release and the Employment Agreement sets forth the entire understanding and agreement between Consultant and the Company or any other member of the Corporate Group concerning the subject matter of this Waiver and Release and supersedes any prior or contemporaneous oral and/or written agreements or representations, if any, between Consultant and the Company or any other member of the Corporate Group.
 
Consultant acknowledges that Consultant has read this Waiver and Release, has had an opportunity to ask questions and consult with counsel and have it explained to Consultant and that Consultant understands that this Waiver and Release will have the effect of knowingly and voluntarily waiving any action Consultant might pursue, including breach of contract, personal injury, retaliation, discrimination on the basis of race, sex, national origin, or disability and any other claims arising prior to the date of this Waiver and Release.  By execution of this document, Consultant does not waive or release or otherwise relinquish any legal rights Consultant may have which are attributable to or arise out of acts, omissions, or events of the Company or any other member of the Corporate Group which occur after the date of the execution of this Waiver and Release.
 
 
- 14 -

 
Consultant acknowledges that he has had up to twenty-one (21) days to consider this Waiver and Release’s terms (commencing from delivery thereof).  Consultant may accept this Waiver and Release by signing it and returning it to Global Geophysical Services, Inc., Attention:  General Counsel, 13927 South Gessner Road, Missouri City, TX 77489.
 
Consultant understands that on the eighth (8th) day after the date of execution of this Waiver and Release, this Waiver and Release with respect only to the claims being waived in respect of the Age Discrimination in Employment Act (as amended by the Older Workers Benefit Protection Act) becomes effective and, as of that date, Consultant may not change his decision or seek any other remuneration in any form; provided, however, that he has a seven (7) day revocation period (beginning on the date of execution) that expires at 5:00 pm on such seventh (7th) day with respect only to the claims being waived in respect of the Age Discrimination in Employment Act (as amended by the Older Workers Benefit Protection Act).  If Consultant intends to revoke this Waiver and Release with respect to claims being waived in respect of the Age Discrimination in Employment Act (as amended by the Older Workers Benefit Protection Act) he must advise the General Counsel of the Company and the Chief Executive Officer of the Company on or before the expiration of this seven (7) day revocation period by delivering at the address immediately above, written notification of his intention to revoke this Waiver and Release in respect of the Age Discrimination in Employment Act (as amended by the Older Workers Benefit Protection Act), which written notification makes specific reference to this Waiver and Release and those provisions.  For the avoidance of doubt, this Waiver and Release with respect to any claims being waived and released hereunder other than with respect to the Age Discrimination in Employment Act (as amended by the Older Workers Benefit Protection Act) shall become effective immediately upon execution of this Waiver and Release by the Parties.
 
The Waiver and Release is not intended, and shall not be construed, as an admission that any of the Parties has violated any federal, state or local law (statutory or decisional), ordinance or regulation, breached any contract or committed any wrong whatsoever. Should any provision of this Waiver and Release require interpretation or construction, it is agreed by the Parties that the entity interpreting or construing this release shall not apply a presumption against one Party by reason of the rule of construction that a document is to be construed more strictly against the Party who prepared the document.
 
For the purpose of implementing a full, knowing and complete release and discharge of the Corporate Group, Consultant expressly acknowledges that this Waiver and Release is intended to include in its effect, without limitation, all claims which Consultant does not know or suspects to exist in his favor at the time of execution hereof, and that this Waiver and Release contemplates the extinguishment of any such claim or claims.
 
Consultant further acknowledges and agrees that in the event any charge, complaint, action or proceeding was or is filed on behalf of Consultant in any agency, court or other forum against the Corporate Group based on any conduct from the beginning of the world up to and including the date of this Waiver and Release, neither Consultant nor any heirs, executors, administrators, successors and assigns will accept any award, recovery, settlement or relief there from.
 
 
- 15 -

 
Consultant represents that neither he nor any person acting on his behalf has filed or caused to be filed any lawsuit, complaint, or charge against any of the Corporate Group in any court, any municipal, state or federal agency, or any other tribunal.
 
Consultant represents and warrants that he has not assigned or conveyed to any other person or entity any part of or interest in any of the claims released in this Waiver and Release.  Consultant further expressly waives any claim to any monetary or other damages or any other form of recovery in connection with any claim released in this release or any proceeding that violates this Waiver and Release.
 
Consultant acknowledges and agrees that none of the Corporate Group owes him any wages, bonuses, equity compensation, severance pay, or other compensation or payments or forms of remuneration of any kind or nature (other than sick pay, personal leave pay, vacation pay, and those expressly carved out from this Waiver and Release).
 
Consultant affirms that he has not suffered any known workplace injuries or occupational diseases and that he has not been retaliated against for reporting any allegations of wrongdoing by the Company or its affiliates, or their respective officers or board members, including any allegations of corporate fraud
 
This Waiver and Release shall be governed in all respects by the laws of the State of Texas without regard to the principles of conflict of law.   In the event that any one or more of the provisions of this Waiver and Release is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.  Moreover, if any one or more of the provisions contained in this Waiver and Release is held to be excessively broad as to duration, scope, activity or subject, such provisions will be construed by limiting and reducing them so as to be enforceable to the maximum extent compatible with applicable law.  This Waiver and Release may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  PDF or facsimile copies shall have the effect of originals.  The headings used in this Waiver and Release are included solely for convenience and shall not affect or be used in connection with the interpretation of this Waiver and Release.   Wherever the context so requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural and conversely.
 
This Waiver and Release and the Consulting Agreement (and as it survives pursuant to its terms and applicable law, the Employment Agreement) represent the entire agreement between the Parties with respect to the subject matter hereof and may not be amended except in a writing signed by the Company and Consultant.  If any dispute should arise under this Waiver and Release, it shall be settled in accordance with the terms of the Consulting Agreement.  Without limiting the foregoing, the remedies set forth in the Consulting Agreement shall be expressly incorporated herein by reference.
 
 
- 16 -

 
This Waiver and Release shall be binding on the executors, heirs, administrators, successors and assigns of Consultant and the successors and assigns of Company and shall inure to the benefit of the respective executors, heirs, administrators, successors and assigns of the Corporate Group and Consultant.
 
BY SIGNING BELOW, CONSULTANT REPRESENTS AND WARRANTS THAT HE HAS CAREFULLY READ AND FULLY UNDERSTAND THE PROVISIONS OF THIS WAIVER AND RELEASE AND HE HAS HAD AN OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL.  HE SIGNS HIS NAME VOLUNTARILY AND WITH A FULL UNDERSTANDING OF ITS LEGAL CONSEQUENCES.  CONSULTANT HEREBY ACCEPTS AND AGREES TO ALL OF THE TERMS OF THIS WAIVER AND RELEASE KNOWINGLY AND VOLUNTARILY.
 
IN WITNESS WHEREOF, the Parties hereto have executed this Waiver and Release as of the date first written above in this Exhibit A.
 

 
    P. Mathew Verghese       
Consultant’s Printed Name
    Richard C. White        
Company Representative Printed Name
 
    /s/ P. Mathew Verghese      
Consultant’s Signature
 
    /s/ Richard C. White       
Company’s Representative’s Signature
 
    August 4, 2014         
Consultant’s Execution Date
 
    August 4, 2014        
Company’s Execution Date
 
 
- 17 -
EX-99.1 3 exh_991.htm EXHIBIT 99.1 exh_991.htm
Exhibit 99.1
 
 
UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF TEXAS
CORPUS CHRISTI DIVISION
                   
CASE NAME:
AUTOSEIS, INC. ET AL
     
PETITION DATE:
3/25/2014
 
CASE NUMBER:
14-20130
             
                   
                   
MONTHLY OPERATING REPORT SUMMARY FOR MONTH 
June
YEAR
2014
(Amounts in '000s)
                 
                        MONTH
3/25/14 TO 3/31/14
April
May
June
July
Total
REVENUES (MOR-6)
                          2,832
                        37,350
                               23,761
                      13,441
                                  -
                               77,385
INCOME BEFORE INT; DEPREC./TAX (MOR-6)
                        (2,733)
                        (2,440)
                              (14,323)
                       (9,501)
                                  -
                             (28,997)
NET INCOME (LOSS) (MOR-6)
                        (4,040)
                      (19,277)
                              (18,174)
                     (11,924)
                                  -
                             (53,415)
PAYMENTS TO INSIDERS (MOR-9)
                                  -
                             260
                                    322
                           307
                                  -
                                    889
PAYMENTS TO PROFESSIONALS (MOR-9)
                               19
                          1,561
                                 1,449
                        2,987
                                  -
                                 6,016
TOTAL DISBURSEMENTS (MOR-7 and Exhibit A) **
                          5,565
                      117,086
                               24,061
                      22,871
                                  -
                             169,582
 
**The jointly administered Debtors are authorized to file monthly operating reports on a consolidated basis, and have disbursements broken down by case number on Exhibit A attached**
***The original of this document must be filed with the United States Bankruptcy Court***
 
Yes / No
 
REQUIRED INSURANCE MAINTAINED
 
  Are all accounts receivable being collected within terms?
No
 
      AS OF SIGNATURE DATE
EXP.
  Are all post-petition liabilities, including taxes, being paid within terms?
No
 
________________________________
DATE
  Have any pre-petition liabilities been paid?
Yes
 
CASUALTY           YES (X)   NO (  )
4/1/2015
    If so, describe
Payments related to First Day Motions granted
   
LIABILITY            YES (X)   NO (  )
4/1/2015
  Are all funds received being deposited into DIP bank accounts (1)?
No
 
VEHICLE               YES (X)   NO (  )
4/1/2015
  Were any assets disposed of outside the normal course of business?
No
 
WORKER'S            YES (X)   NO (  )
4/1/2015
    If so, describe
     
OTHER                  YES ( X ) NO (  )
4/1/2015
  Are all U.S. Trustee Quarterly Fee Payments current?
Yes
 
   
  What is the status of your Plan of Reorganization?
 
No Plan Filed
 
       
 
ATTORNEY NAME:
Omar Alaniz
 
          I certify under penalty of perjury that the following complete
FIRM NAME:
Baker & Botts
 
         Monthly Operating Report (MOR), consisting of MOR-1 through
ADDRESS:
2001 Ross Avenue
 
         MOR-9 plus attachments, is true and correct, to the best of my knowledge.
       
CITY, STATE, ZIP:
Dallas, TX 75201
 
SIGNED X     /s/ Sean M. Gore   
 TITLE: 
Senior Vice President - Chief Financial Officer
TELEPHONE/FAX:
214.953.6500/214.953.6503
   
    Sean M. Gore     7/30/14
   
(PRINT NAME OF SIGNATORY)
 
DATE
 
MOR-1
Note:
(1) Collections in certain foreign jurisdictions are received locally and used to make payroll for employees and vendors in those foreign jurisdictions
 
 
 

 
   CASE NAME: 
AUTOSEIS, INC. ET AL
 
   CASE NUMBER: 
14-20130
   
 
 
      COMPARATIVE BALANCE SHEETS
(Amounts in '000s)
ASSETS
MONTH
MONTH
MONTH
MONTH
MONTH
  MONTH
 
3/25/14 TO 3/31/14
April
May
June
   
CURRENT ASSETS
           
Cash - U.S. bank accounts
 $                24,465
 $             41,937
 $             37,561
 $             29,044
   
Cash  - non-U.S. bank accounts
                     4,687
                  2,950
                  2,119
                  2,143
   
Restricted cash
                        990
                     990
                     990
                     486
   
Trade Accounts Receivable, Net
                   20,428
                17,099
                15,699
                11,320
   
Unbilled Accounts Receivable
                   19,335
                27,876
                28,989
                29,508
   
Other Accounts Receivable
                          87
                       87
                       87
                       89
   
Inventory:  Lower of Cost or Market
                        107
                     107
                     107
                     107
   
Prepaid Expenses
                     4,093
                  7,048
                  4,547
                  4,028
   
Investments
                            -
                          -
                          -
                          -
   
Mobilization costs, net
                   17,110
                  7,972
                  3,994
                  3,416
   
Other
                        266
                     266
                       15
                       15
   
TOTAL CURRENT ASSETS
                   91,568
              106,331
                94,107
                80,157
                          -
                          -
PROPERTY, PLANT & EQUIP. @ COST
                 340,559
              339,483
              340,271
              330,241
   
Less Accumulated Depreciation
                 267,128
              269,710
              272,209
              261,304
   
NET BOOK VALUE OF PP & E
                   73,431
                69,773
                68,062
                68,937
                          -
                          -
OTHER ASSETS
           
    Tax Deposits
                            -
                          -
                          -
                          -
   
    Investments in Subsidiaries
                            1
                         1
                         1
                         1
   
    Electric Deposit
                            -
                          -
                       30
                       30
   
    Investment in multi-client library, net
                 182,241
              173,832
              166,435
              163,488
   
    Intercompany receivable, net
                   69,366
                78,860
                83,529
                84,972
   
    Goodwill
                   10,967
                10,967
                10,967
                10,967
   
    Intangible assets
                     7,004
                  6,908
                  6,811
                  6,809
   
    Debt issuance costs, net
                     8,940
                  8,571
                  8,168
                  7,762
   
    Deposits and other
                        401
                     422
                     430
                     404
   
TOTAL ASSETS
 $              443,919
 $           455,666
 $           438,540
 $           423,527
 $                       -
 $                       -
 
 
 
<Note 1> The debtor cash balance above is broken out between U.S. bank accounts and non-U.S. bank accounts. The U.S. bank accounts contains the Citibank Argentina account as the funds are controlled by Houston. The U.S. bank account ties to the Ending Cash per Books on MOR8. MOR8 contains information for the current month for all U.S. bank accounts and is broken out into two categories, accounts where the funds are controlled by Houston Corporate office and other U.S. accounts. The Ending Cash per Books for the first subtotal (accounts where the funds are controlled by Houston Corporate office) on MOR8  ties to the Ending Cash per Books - End of Month on MOR7.  MOR7 contains the activity for accounts where the funds are controlled by Houston Corporate office.
 
MOR-2
Revised 07/01/98
 
 
 

 
CASE NAME: 
AUTOSEIS, INC. ET AL
 
CASE NUMBER: 
14-20130
   
 
 
COMPARATIVE BALANCE SHEETS
(Amounts in '000s)
LIABILITIES & OWNER'S
MONTH
MONTH
MONTH
MONTH
MONTH
  MONTH
EQUITY
3/25/14 TO 3/31/14
April
May
June
   
LIABILITIES
           
POST-PETITION LIABILITIES(MOR-4)
$32,785
$172,846
$178,018
$181,434
   
PRE-PETITION LIABILITIES
           
Secured Debt
                 86,498
                 4,386
                 4,081
                 3,776
   
  Federal Income Tax
                           -
                        -
                        -
                        -
   
  FICA/Withholding
                      583
                        -
                        -
                        -
   
  Unsecured Debt
               251,225
             253,312
             253,307
             254,210
   
  Deferred Revenue
                 23,367
                 6,311
                 2,295
                        -
   
  VAT
                   2,330
                 2,595
                 2,595
                 2,595
   
  Trade A/P
                 25,090
               15,769
               13,885
               13,253
   
  Accrued payroll liabilities
                      719
                        -
                        -
                        -
   
  Accrued bond interest
                 10,080
               10,514
               10,514
               10,514
   
  Expense Accruals
                 10,495
                 3,108
                 2,833
                 3,726
   
  Other
     
                        -
   
TOTAL PRE-PETITION LIABILITIES
               410,387
             295,995
             289,510
             288,073
   
TOTAL LIABILITIES
               443,172
             468,841
             467,528
$469,507
                        -
                        -
OWNER'S EQUITY (DEFICIT)
           
  PREFERRED STOCK
                           -
                        -
                        -
                        -
   
  COMMON STOCK
                      500
                    500
                    500
                    500
   
  ADDITIONAL PAID-IN CAPITAL
               174,813
             175,531
             176,230
             176,841
   
  RETAINED EARNINGS:  Filing Date
              (170,526)
           (165,889)
           (164,227)
           (169,905)
   
  RETAINED EARNINGS: Post Filing Date
(4,040)
             (23,317)
             (41,491)
             (53,415)
   
TOTAL OWNER'S EQUITY (NET WORTH)
747
             (13,174)
             (28,988)
             (45,980)
                        -
                        -
TOTAL LIABILITIES & OWNERS EQUITY
$443,919
$455,666
$438,540
$423,527
 $                     -
 $                     -
 
 
MOR-3
Revised 07/01/98
 
 
 

 
   CASE NAME:
AUTOSEIS, INC. ET AL
 
   CASE NUMBER:
14-20130
   
 
 
 
SCHEDULE OF POST-PETITION LIABILITIES
(Amounts in '000s)
 
MONTH
MONTH
MONTH
MONTH
MONTH
  MONTH
 
3/25/14 TO 3/31/14
April
May
June
   
TRADE ACCOUNTS PAYABLE
 $                  2,559
 $              3,097
 $              1,975
 $              4,235
   
TAX PAYABLE
           
  Federal and State Payroll Taxes
                        389
                    942
                    941
                    873
   
  Ad Valorem Taxes
                        173
                    184
                    184
                    336
   
  Other Taxes
                            -
                        -
                        -
                        -
   
SECURED DEBT POST-PETITION
                   25,000
             151,881
             151,881
             151,881
   
ACCRUED INTEREST PAYABLE
                        602
                      47
                      47
                      47
   
ACCRUED PROFESSIONAL FEES* (1)
                            -
                      13
                 5,331
                 5,827
   
OTHER  ACCRUED LIABILITIES
           
 
VAT
                          96
                    468
                    380
                 1,218
   
 
Deferred Revenue
                     1,669
                 4,207
                 6,684
                 7,693
   
 
Accrued payroll liabilities
                        480
                 1,672
                 1,226
                 1,289
   
 
Expense Accruals
                     1,817
               10,335
                 9,369
                 8,035
   
               
TOTAL POST-PETITION LIABILITIES (MOR-3)
 $                32,785
 $          172,846
 $          178,018
 $          181,434
 $                     -
 $                     -
*Payment requires Court Approval
 
(1) The Company incurred $530 thousand of post-petition professional fees not accrued in March or April and recorded in May. Additionally, the Company incurred $5.04 million of post-petition professional fees not accrued in April and recorded in May or June and $97 thousand of post-petition of post-petition professional fees not accrued in May and recorded in June.
 
MOR-4
Revised 07/01/98
 
 
 

 
CASE NAME: 
AUTOSEIS, INC. ET AL
 
CASE NUMBER: 
14-20130
 
 
AGING OF POST-PETITION LIABILITIES
MONTH   June 2014
(Amounts in '000s)
DAYS
TOTAL
TRADE
FEDERAL AND STATE
AD VALOREM,
                                                                   MONTH
   
ACCOUNTS
PAYROLL TAXES
OTHER TAXES
OTHER
0-30
 $                         5,199
 $                         3,990
 $                              873
 $                           336
 $                                -
31-60
22
22
     
61-90
0
220 (1)
     
91+
3
3
     
TOTAL
 $                         5,224
 $                         4,015
 $                              873
 $                           336
 $                                -
 
 
 
AGING OF ACCOUNTS RECEIVABLE
(Amounts in '000s)
           
MONTH
         
 
March 2014
April 2014
May 2014
June 2014
 
 0-30 DAYS
 $                       15,625
 $                         9,564
 $                           9,837
 $                        6,768
 
 31-60 DAYS
                            2,845
                            4,769
                              2,272
                              247
 
 61-90 DAYS
                               118
                               624
                              1,750
                              868
 
 91+ DAYS
                            1,840
                            2,143
                              1,840
                           3,437
 
TOTAL
 $                       20,428
 $                       17,099
 $                         15,699
 $                      11,320
 $                                -
 
 
(1) The $220 thousand of accounts payable in the 61-90 day bucket relates to the portion of the professional fees subject to holdback. The end of the 120 day holdback period for this invoice is 09/05/2014.
 
 
MOR-5
Revised 07/01/98
 
 
 

 
CASE NAME: 
AUTOSEIS, INC. ET AL
 
CASE NUMBER: 
14-20130
 
 
 
          STATEMENT OF INCOME (LOSS)
(Amounts in '000s)
 
MONTH
MONTH
MONTH
MONTH
MONTH
FILING TO
 
3/25/14 TO 3/31/14
April
May
June
 
DATE
REVENUES    (MOR-1)
 $              2,832
 $            37,350
 $            23,761
13,441
 
 $            77,385
TOTAL COST OF REVENUES
                 3,378
               23,982
               18,698
10,182
 
               56,240
GROSS PROFIT
                  (546)
               13,368
                 5,064
                 3,259
                        -
               21,145
OPERATING EXPENSES:
           
    Selling & Marketing
                    110
                 3,961
                 2,461
                 1,145
 
                 7,677
    General & Administrative
                 1,497
                 1,739
                 2,223
                 4,113
 
                 9,572
    Insiders Compensation
                        -
                    260
                    322
                    307
 
                    889
    Professional Fees (1)
                      19
                 1,574
                 6,856
                 4,158
 
               12,607
    Other - Gain on Fixed Asset Disposal
(243)
                  (134)
                    (17)
                  (525)
 
                   (919)
    Other - Multi-Client Amortization
                    804
                 8,408
                 7,541
                 3,562
 
               20,316
TOTAL OPERATING EXPENSES
                 2,187
               15,808
               19,387
               12,760
                        -
               50,142
INCOME BEFORE INT, DEPR/TAX (MOR-1)
(2,733)
               (2,440)
             (14,323)
               (9,501)
                        -
              (28,997)
INTEREST EXPENSE
                    223
                 1,311
                 1,932
                 1,971
 
                 5,438
DEPRECIATION
                    922
                 1,863
                 1,549
                      16
 
                 4,350
OTHER (INCOME) EXPENSE*
                        -
                        -
                    189
                        -
 
                    189
FOREIGN EXCHANGE (GAIN) LOSS
110
                  (373)
                      86
                      19
 
                   (158)
LOSS ON DEBT EXTINGUISHMENT
-
               13,594
                        -
                        -
 
               13,594
OTHER ITEMS**
                        -
                        -
                        -
                        -
 
                         -
TOTAL INT, DEPR & OTHER ITEMS
1,255
               16,395
                 3,757
                 2,006
                        -
               23,413
NET INCOME BEFORE TAXES
               (3,988)
             (18,835)
             (18,080)
             (11,506)
                        -
              (52,410)
INCOME and OTHER TAXES
                      52
                    442
                      94
418
 
                 1,006
NET INCOME (LOSS)  (MOR-1)
 $            (4,040)
 $          (19,277)
 $          (18,174)
 $          (11,924)
 $                     -
 $           (53,416)
Accrual Accounting Required, Otherwise Footnote with Explanation.
*   Footnote Mandatory.
* * Unusual and/or infrequent item(s) outside the ordinary course of business requires footnote.
 
(1) For March 25-31, the Company incurred an additional $530 thousand of professional fees not reflected in the March period above.  For April, $1.3 million of the $1.5 million relates to professional fees incurred in prior periods. In addition, for April the Company incurred $4.1 million of professional fees during April not reflected in the April period above. The May professional fee amount includes $4.2 million of professional fees related to prior periods.  The June professional fee amount includes $1.0 million of professional fees related to prior periods.
 
MOR-6
Revised 07/01/98
 
 
 

 
CASE NAME: 
AUTOSEIS, INC. ET AL
 
CASE NUMBER: 
14-20130
 
 
 
(Amounts in '000s)
CASH RECEIPTS AND
 MONTH
 MONTH
 MONTH
 MONTH
 MONTH
 FILING TO
DISBURSEMENTS
 3/25/14 TO 3/31/14
 April
 May
 June
 
 DATE
  1. CASH-BEGINNING OF MONTH / PERIOD
 $              2,431
 $          23,451
 $          41,937
 $          36,830
 $          28,214
 $                                    2,431
RECEIPTS:
           
  2.  CASH RECIEPTS FROM REGIONS
                    680
               1,225
                  595
   
                                       2,500
  3.  CASH RECEIPTS FROM CUSTOMERS
                 1,674
             10,599
             18,486
             14,050
 
                                     44,809
  4.  PROCEEDS FROM DIP FUNDING
               24,232
           123,019
     
                                   147,251
  5.  SALE OF ASSETS
                        -
                      -
     
                                              -
  6.  OTHER (attach list)
                        -
                      -
     
                                              -
TOTAL RECEIPTS**
               26,586
           134,843
             19,081
             14,050
                      -
                                   194,560
(Withdrawal) Contribution by Individual Debtor MFR-2*
                        -
       
                                              -
DISBURSEMENTS:
           
  7.  CASH REQUESTS FROM REGIONS
                 3,175
               2,687
               7,506
               7,378
 
                                     20,746
  8.  PAYROLL, PER DIEM & BENEFITS
                        -
               5,229
               4,021
               3,739
 
                                     12,988
  9.  PAYROLL IOM (ISLE OF MAN)
                        -
                  890
                  877
                  974
 
                                       2,741
10.  ACCOUNTS PAYABLE (POST PETITION ONLY)
                    150
               6,602
               6,874
               6,039
 
                                     19,665
11.  SENIOR DEBT INTEREST
                 2,222
                      -
                      -
                      -
 
                                       2,222
12.  INTEREST/FEES ON ADDITIONAL DEBT
                        -
                  431
               1,419
               1,466
 
                                       3,316
13.  BANKRUPTCY RELATED PAYMENTS (PRE PETITION ONLY) ***
                        -
               6,820
               1,280
                  287
 
                                       8,387
14.  INSURANCE PAYMENTS
                        -
               1,040
                  635
                      -
 
                                       1,676
15. TPG LOAN PAYMENT
 
             91,881
                      -
                      -
 
                                     91,881
16.  OTHER (attach list)
                        -
                      -
                      -
                      -
 
                                              -
TOTAL DISBURSEMENTS FROM OPERATIONS
                 5,547
           115,580
             22,611
             19,883
                      -
                                   163,621
17.  DEBTOR PROFESSIONAL FEES
                        -
                  883
                  434
               2,188
 
                                       3,505
18.  DIP LENDER PROFESSIONAL FEES
                     19
                  621
                  740
                  638
 
                                       2,017
19.  SENIOR LENDER PROFESSIONAL FEES
                        -
                      -
                      -
                      -
 
                                              -
20.  UNSECURED CREDITORS COMMITTEE PROFESSIONAL FEES
                        -
                      -
                  262
                  161
 
                                          423
21.  U.S. TRUSTEE FEES
                        -
                     2
                   13
   
                                           15
22.  OTHER REORGANIZATION EXPENSES (attach list)
                        -
                      -
                      -
   
                                              -
TOTAL DISBURSEMENTS**
                 5,565
           117,086
             24,061
             22,871
                      -
                                   169,582
23.  NET CASH FLOW
               21,021
             17,757
             (4,979)
             (8,821)
                      -
                                     24,978
24.  CASH - END OF MONTH
 $            23,451
 $          41,208
 $          36,957
 $          28,009
 $          28,214
 $                                  27,408
24.  ADJUSTMENTS RELATED TO PRIOR PERIODS
                        -
                  157
                (133)
                  106
 
                                          130
25.  UNRECORDED DISBURSEMENTS / DISBURSEMENTS RECORDED IN PRIOR PERIOD
                        -
                  572
                   14
                   99
 
                                          685
26. UNRECORDED RECEIPTS / RECEIPTS RECORDED IN PRIOR PERIOD
-
                      -
                    (8)
     
27.  ENDING CASH PER BOOKS - END OF MONTH (MOR-8)
 $            23,451
 $          41,937
 $          36,830
 $          28,214
 $          28,214
 $                                  28,223
 
 * Applies to Individual debtors only
 **Numbers for the current month should balance (match)
      RECEIPTS and CHECKS/OTHER DISBURSEMENTS lines on MOR-8
***Pre-petition Bankruptcy related payment include payments under Critical Vendor (including Logistics & 503(b)(9) claims), Foreign Vendors, & Wage motion relief related payments
 
[NOTE 1] Cash balance includes accounts where the funds are controlled by Houston Corporate office
[NOTE 2] Receipts and Disbursements include amounts received and sent from Houston Corporate Office
[NOTE 3] May ‘Cash Requests from Regions’ was understated by 53k and, accordingly, ‘Payroll, Per Diem & Benefits’ was overstated by 53k due to clerical error which incorrectly classified funds transferred to the U.S. Land account.
[NOTE 4]  MOR 7 contains the activity for accounts where the funds are controlled by Houston Corporate office. The Ending Cash per Books - End of Month above ties to the Ending Cash per Books for the first subtotal (accounts where the funds are controlled by Houston Corporate office) on MOR8.  MOR8 contains information for the current month for all U.S. bank accounts and is broken out into two categories, accounts where the funds are controlled by Houston Corporate office and other U.S. accounts. The total Ending Cash per Books on MOR8 ties to the Cash - U.S. bank accounts on MOR2.  MOR2 shows the debtor cash balance and is broken out between U.S. bank accounts and non-U.S. bank accounts.
 
MOR-7
 Revised 07/01/98
 
 
 

 
CASE NAME:
AUTOSEIS, INC. ET AL
 
CASE NUMBER:
14-20130
 
     
     
CASH ACCOUNT RECONCILIATION
PERIOD 06/01/2014 - 06/30/2014
 
(Amounts in '000s)
BANK NAME
 
Bank of America
Bank of America
Bank of America
Bank of America
Bank of America
Bank of America
Bank of America
Bank of America
Bank of America
Bank of America
ACCOUNT NUMBER
 
488 031 266 121
488 031 266 134
488 031 266 147
488 031 266 150
488 031 266 163
488 032 919 590
488 031 266 176
488 035 058 966
488 038 382 972
488 038 414 688
ACCOUNT TYPE
 
Investment
Master
Depository
Operating
Operating
Operating
Operating
Operating
Operating
Operating
BANK BALANCE
 
$ 0
$ 27,865
$ -
$ -
$ -
$ 186
$ -
$ -
$ 44
$ -
DEPOSITS IN TRANSIT
-
-
-
-
-
-
-
-
-
-
OUTSTANDING CHECKS
-
-
-
-
606
-
-
-
-
-
OTHER
 
-
-
 
(134)
(35)
-
-
(4)
24
-
ADJUSTED BANK BALANCE
$ 0
$ 27,865
$ -
$ 134
$ (571)
$ 186
$ -
$ 4
$ 20
$ -
BEGINNING CASH - PER BOOKS
$ 0
$ 36,459
$ (8)
$ 20
$ (611)
$ 141
$ -
$ 1
$ 60
$ -
RECEIPTS* (4)
     
13,472
   
45
   
2
25
TRANSFERS BETWEEN ACCOUNTS (4)
                   
TRANSFERS BETWEEN ACCOUNTS (5)
 
(8,591)
(13,472)
1,515
16,331
   
24
41
(25)
TRANSFERS TO FOREIGN DEBTOR ENTITIES (5)
       
(4,132)
         
TRANSFERS TO FOREIGN NON-DEBTOR ENTITIES (5)
       
(278)
         
TRANSFERS FROM FOREIGN DEBTOR ENTITIES (4)
                   
TRANSFERS FROM FOREIGN NON-DEBTOR ENTITIES (4)
                   
(WITHDRAWAL) OR INDIVIDUAL
    CONTRIBUTION BY DEBTOR MFR-2
                   
CHECKS/OTHER DISBURSEMENTS* (5)
 
(3)
 
(1,601)
(11,714)
   
(21)
(82)
 
ADJUSTMENTS RELATED TO OTHER PERIODS
   
8
200
(167)
       
-
ENDING CASH - PER BOOKS
$ 0
$ 27,865
$ (0)
$ 134
$ (571)
$ 186
$ -
$ 4
$ 20
$ -
UNRECORDED DISBURSEMENTS / DISBURSEMENTS RECORDED IN PRIOR PERIOD (5)
 
(9)
 
(89)
           
UNRECORDED RECEIPTS / RECEIPTS RECORDED IN PRIOR PERIOD (4)
                   
ADJUSTED ENDING CASH - PER BOOKS
$ 0
$ 27,856
$ (0)
$ 45
$ (571)
$ 186
$ -
$ 4
$ 20
$ -
 
*Numbers should balance (match) TOTAL RECEIPTS (Includes transfer
to Corporate) and TOTAL DISBURSEMENTS (includes Foreign .
Transfers) lines on MOR-7.
 
(1) This subtotal represents accounts where the funds are controlled by Houston Corporate office; receipts and disbursements tie to MOR-7
(2) This subtotal contains the Citibank Argentina account as the funds are controlled by Houston Corporate office.
(3) This subtotal represents domestic accounts related to payroll disbursement and operating accounts not directly controlled by Corporate
(4) The sum of these rows for the first subtotal agrees to total receipts on MOR-7
(5) The sum of these rows for the first subtotal agrees to total disbursements on MOR-7
<Note 1> Citi payroll bank account 3074 4174 has been removed from the May MOR8 scheduled and will not be included going forward. This bank account is a non-debtor bank account and was inadvertently included on the March and April MOR8 schedule.
     
<Note 2> MOR8 contains information for the current month for all U.S. bank accounts and is broken out into two categories, accounts where the funds are controlled by Houston Corporate office and other U.S. accounts. The total Ending Cash per Books above ties to the Cash - U.S. bank accounts on MOR2. MOR2 shows the debtor cash balance and is broken out between U.S. bank accounts and non-U.S. bank accounts. The Ending Cash per Books for the first subtotal (accounts where the funds are controlled by Houston Corporate office) above ties to the Ending Cash per Books - End of Month on MOR7. MOR7 contains the activity for accounts where the funds are controlled by Houston Corporate office.
MOR-8
 
 
 

 
CASE NAME:
AUTOSEIS, INC. ET AL
 
CASE NUMBER:
14-20130
 
     
 
CASH ACCOUNT RECONCILIATION
PERIOD 06/01/2014 - 06/30/2014
 
(Amounts in '000s)
BANK NAME
Amegy
Amegy
Citi
Citi
 
Citi
Citi
Bank of America
Wells Fargo
Wells Fargo
ACCOUNT NUMBER
3354784
51577557
3065 9287
30854015
 
3066 5361
3876 6415
488 038 409 088
8964670833
8429980983
ACCOUNT TYPE
Operating
Operating
Operating
Operating
Subtotal (1) (2)
Payroll
Payroll
Operating
Operating
Operating
BANK BALANCE
$ -
$ 505
$ 47
$ 24
$ 28,671
$ 666
$ -
$ 4
$ -
$ 427
DEPOSITS IN TRANSIT
-
-
-
-
-
-
-
-
-
-
OUTSTANDING CHECKS
-
-
-
-
606
-
154
-
-
91
OTHER
-
-
-
-
(149)
-
-
-
-
-
ADJUSTED BANK BALANCE
$ -
$ 505
$ 47
$ 24
28,214
$ 666
$ (154)
$ 4
$ -
$ 336
BEGINNING CASH - PER BOOKS
$ (14)
$ (13)
$ 751
$ 45
36,830
$ 784
$ (273)
$ 1
$ (1)
$ 274
RECEIPTS* (4)
 
501
5
 
14,050
-
       
TRANSFERS BETWEEN ACCOUNTS (4)
       
-
-
-
-
-
-
TRANSFERS BETWEEN ACCOUNTS (5)
1
(1)
1,800
 
(2,377)
1,824
142
5
 
406
TRANSFERS TO FOREIGN DEBTOR ENTITIES (5)
   
(45)
(21)
(4,198)
-
       
TRANSFERS TO FOREIGN NON-DEBTOR ENTITIES (5)
   
(2,492)
 
(2,770)
-
       
TRANSFERS FROM FOREIGN DEBTOR ENTITIES (4)
       
-
-
       
TRANSFERS FROM FOREIGN NON-DEBTOR ENTITIES (4)
       
-
-
       
(WITHDRAWAL) OR INDIVIDUAL
    CONTRIBUTION BY DEBTOR MFR-2
       
-
-
       
CHECKS/OTHER DISBURSEMENTS* (5)
(1)
(1)
(3)
 
(13,427)
(1,936)
(18)
(2)
 
(344)
ADJUSTMENTS RELATED TO OTHER PERIODS
14
19
31
 
106
(6)
(5)
 
1
 
ENDING CASH - PER BOOKS
$ 0
$ 505
$ 47
$ 24
$ 28,214
$ 666
$ (154)
$ 4
$ -
$ 336
UNRECORDED DISBURSEMENTS / DISBURSEMENTS RECORDED IN PRIOR PERIOD (5)
(1)
     
(99)
         
UNRECORDED RECEIPTS / RECEIPTS RECORDED IN PRIOR PERIOD (4)
       
-
         
ADJUSTED ENDING CASH - PER BOOKS
$ (1)
$ 505
$ 47
$ 24
$ 28,115
$ 666
$ (154)
$ 4
$ -
$ 336
 
*Numbers should balance (match) TOTAL RECEIPTS (Includes transfer
to Corporate) and TOTAL DISBURSEMENTS (includes Foreign .
Transfers) lines on MOR-7.
 
(1) This subtotal represents accounts where the funds are controlled by Houston Corporate office; receipts and disbursements tie to MOR-7
(2) This subtotal contains the Citibank Argentina account as the funds are controlled by Houston Corporate office.
(3) This subtotal represents domestic accounts related to payroll disbursement and operating accounts not directly controlled by Corporate
(4) The sum of these rows for the first subtotal agrees to total receipts on MOR-7
(5) The sum of these rows for the first subtotal agrees to total disbursements on MOR-7
<Note 1> Citi payroll bank account 3074 4174 has been removed from the May MOR8 scheduled and will not be included going forward. This bank account is a non-debtor bank account and was inadvertently included on the March and April MOR8 schedule.
 
<Note 2> MOR8 contains information for the current month for all U.S. bank accounts and is broken out into two categories, accounts where the funds are controlled by Houston Corporate office and other U.S. accounts. The total Ending Cash per Books above ties to the Cash - U.S. bank accounts on MOR2. MOR2 shows the debtor cash balance and is broken out between U.S. bank accounts and non-U.S. bank accounts. The Ending Cash per Books for the first subtotal (accounts where the funds are controlled by Houston Corporate office) above ties to the Ending Cash per Books - End of Month on MOR7. MOR7 contains the activity for accounts where the funds are controlled by Houston Corporate office.
MOR-8
 
 
 

 
   CASE NAME:
AUTOSEIS, INC. ET AL
 
   CASE NUMBER:
14-20130
 
     
 
CASH ACCOUNT RECONCILIATION
PERIOD 06/01/2014 - 06/30/2014
 
(Amounts in '000s)
BANK NAME
Wells Fargo
Amegy
Amegy
Amegy
Amegy
   
ACCOUNT NUMBER
9043440404
51577514
51897373
3687805
3690415
   
ACCOUNT TYPE
Operating
Payroll
Payroll
Payroll
Operating
Subtotal (3)
TOTAL
BANK BALANCE
 $                     -
 $                     -
 $                     -
 $                     -
 $                     1
 $               1,098
 $             29,769
DEPOSITS IN TRANSIT
                        -
                        -
                        -
                        -
                        -
                        -
                        -
OUTSTANDING CHECKS
                        -
                        -
                      24
                        -
                        -
                    269
                    875
OTHER
                        -
                        -
                      (1)
                        -
                        -
                      (1)
                   (150)
ADJUSTED BANK BALANCE
 $                     -
 $                     -
 $                  (23)
 $                     -
 $                     1
                    830
                29,044
BEGINNING CASH - PER BOOKS
 $                  (32)
 $                     -
 $                  (23)
 $                   (1)
 $                     1
                    731
                37,561
RECEIPTS* (4)
         
                        -
                14,050
TRANSFERS BETWEEN ACCOUNTS (4)
         
                        -
                        -
TRANSFERS BETWEEN ACCOUNTS (5)
         
                 2,377
                        0
TRANSFERS TO FOREIGN DEBTOR ENTITIES (5)
         
                        -
                (4,198)
TRANSFERS TO FOREIGN NON-DEBTOR ENTITIES (5)
         
                        -
                (2,770)
TRANSFERS FROM FOREIGN DEBTOR ENTITIES (4)
         
                        -
                        -
TRANSFERS FROM FOREIGN NON-DEBTOR ENTITIES (4)
         
                        -
                        -
(WITHDRAWAL) OR INDIVIDUAL
    CONTRIBUTION BY DEBTOR    MFR-2
         
                        -
                        -
CHECKS/OTHER DISBURSEMENTS* (5)
                      32
       
                (2,268)
              (15,695)
ADJUSTMENTS RELATED TO OTHER PERIODS
     
                        1
 
                    (10)
                      96
ENDING CASH - PER BOOKS
 $                     0
 $                     -
 $                  (23)
 $                     -
 $                     1
 $                 830
 $             29,044
UNRECORDED DISBURSEMENTS / DISBURSEMENTS RECORDED IN PRIOR PERIOD (5)
         
                        -
                    (99)
UNRECORDED RECEIPTS / RECEIPTS RECORDED IN PRIOR PERIOD (4)
         
                        -
                        -
ADJUSTED ENDING CASH - PER BOOKS
 $                     0
 $                     -
 $                  (23)
 $                     -
 $                     1
 $                 830
 $             28,945
 
*Numbers should balance (match) TOTAL RECEIPTS (Includes transfer
to Corporate) and TOTAL DISBURSEMENTS (includes Foreign .
Transfers) lines on MOR-7.
 
(1) This subtotal represents accounts where the funds are controlled by Houston Corporate office; receipts and disbursements tie to MOR-7
(2) This subtotal contains the Citibank Argentina account as the funds are controlled by Houston Corporate office.
(3) This subtotal represents domestic accounts related to payroll disbursement  and operating accounts not directly controlled by Corporate
(4) The sum of these rows for the first subtotal agrees to total receipts on MOR-7
(5) The sum of these rows for the first subtotal agrees to total disbursements on MOR-7
<Note 1>  Citi payroll bank account 3074 4174 has been removed from the May MOR8 scheduled and will not be included going forward. This bank account is a non-debtor bank account and was inadvertently included on the March and April MOR8 schedule.
 
<Note 2>  MOR8 contains information for the current month for all U.S. bank accounts and is broken out into two categories, accounts where the funds are controlled by Houston Corporate office and other U.S. accounts. The total Ending Cash per Books above ties to the Cash - U.S. bank accounts on MOR2.  MOR2 shows the debtor cash balance and is broken out between U.S. bank accounts and non-U.S. bank accounts. The Ending Cash per Books for the first subtotal (accounts where the funds are controlled by Houston Corporate office) above  ties to the Ending Cash per Books - End of Month on MOR7.  MOR7 contains the activity for accounts where the funds are controlled by Houston Corporate office.
MOR-8
 
 
 

 
 CASE NAME:
AUTOSEIS, INC. ET AL
 
 CASE NUMBER:
14-20130
 
 
 
PAYMENTS TO INSIDERS AND PROFESSIONALS
(Amounts in '000s)
 
Of the total disbursements shown for the month, list the amount paid to insiders (as defined in Section 101(31)(A)-(F) of the U.S. Bankruptcy Code) and the professionals.
Also, for insiders, identify the type of compensation paid (e.g., salary, commission, bonus, etc.)  (Attach additional pages as necessary).
 
 
MONTH
MONTH
MONTH
MONTH
MONTH
  MONTH
    INSIDERS:  NAME/COMP   TYPE
3/25/14 TO 3/31/14
April
May
June
   
             
1
Bahorich, Michael S.
Director
Compensation
 
                          -
                          -
                          -
   
     
Expense Reimbursement
 
                          -
                          -
                          -
   
2
Branch, Caroline
Officer
Compensation
 
                         7
                       10
                       10
   
     
Expense Reimbursement
 
                          1
                          1
                         0
   
3
Brasher, James E.
Officer
Compensation
 
                       25
                       25
                       18
   
     
Expense Reimbursement
 
                          1
                          -
                          1
   
4
Fleure, Thomas J.
Officer
Compensation
 
                       13
                      20
                      20
   
     
Expense Reimbursement
 
                          -
                         3
                          -
   
5
Flynn, Maurice
Officer
Compensation
 
                       13
                      28
                      23
   
     
Expense Reimbursement
 
                         5
                          -
                         3
   
6
Forrest, Michael C.
Director
Compensation
 
                          -
                          -
                          -
   
     
Expense Reimbursement
 
                          -
                          -
                          -
   
7
Gore, Sean M.
Officer
Compensation
 
                        17
                       25
                       25
   
     
Expense Reimbursement
 
                          -
                          -
                          -
   
8
Howell, Jeff M.
Officer
Compensation
 
                       13
                       14
                       14
   
     
Expense Reimbursement
 
                          1
                          -
                         0
   
9
Kurz, Karl F.
Director
Compensation
 
                          -
                          -
                          -
   
     
Expense Reimbursement
 
                          -
                          -
                          -
   
10
Lahouse, Thomas M.
Officer
Compensation
 
                       13
                       18
                       18
   
     
Expense Reimbursement
 
                          1
                          -
                          -
   
11
Matelich, George E.
Director
Compensation
 
                          -
                          -
                          -
   
     
Expense Reimbursement
 
                          -
                          -
                          -
   
12
Mccoy, Joseph P.
Director
Compensation
 
                          -
                          -
                          -
   
     
Expense Reimbursement
 
                          -
                          -
                          -
   
13
Muse Jr., Ralph B.
Officer
Compensation
 
                       13
                      20
                        17
   
     
Expense Reimbursement
 
                         3
                          1
                          1
   
14
Osborne, Stanley De J.
Director
Compensation
 
                          -
                          -
                          -
   
     
Expense Reimbursement
 
                          -
                          -
                          -
   
15
Peebles, Ross G.
Officer
Compensation
 
                       16
                      23
                      26
   
     
Expense Reimbursement
 
                         8
                         2
                         3
   
16
Riley Jr., Duncan W.
Officer
Compensation
 
                       14
                       21
                       21
   
     
Expense Reimbursement
 
                         2
                         2
                         3
   
17
Skerl, Damir S.
Director
Compensation
 
                          -
                          -
                          -
   
     
Expense Reimbursement
 
                          -
                          -
                          -
   
18
Terrell, Tracy C.
Officer
Compensation
 
                       16
                      20
                      20
   
     
Expense Reimbursement
 
                         0
                         0
                         2
   
19
Verghese, P. Mathew
Officer
Compensation
 
                       19
                       27
                       27
   
     
Expense Reimbursement
 
                         5
                         2
                          1
   
20
White, Richard C.
Officer
Compensation
 
                      26
                      33
                      33
   
     
Expense Reimbursement
 
                       12
                         7
                         0
   
21
Yapuncich, George T.
Officer
Compensation
 
                       14
                       21
                       21
   
     
Expense Reimbursement
 
                          -
                          -
                          -
   
TOTAL INSIDERS  (MOR-1)
   
                          -
                    260
                    322
                    307
                          -
                          -
 
 
 MONTH
 MONTH
 MONTH
 MONTH
 MONTH
   MONTH
                PROFESSIONALS
3/25/14 TO 3/31/14
April
 May
 June
   
             
 
Akin Gump Strass Hauer & Feld LLP
                          -
                     371
                    492
                    444
   
 
Alvarez & Marsal, LLC
                          -
                          -
                          -
                    923
   
 
Baker Botts LLP
   
                          -
                   1,153
   
 
Ernst & Young
                          -
                      86
                      34
                          -
   
 
Greenberg Traurig, LLP
                          -
                          -
                    262
                      161
   
 
Joele Frank, Wilkinson Brimmer Katcher
                          -
                          -
                        15
                          -
   
 
Jordan, Hyden, Womble, Culbreth & Holzer
                          -
                          -
                       47
                      42
   
 
Opportune
                          -
                    250
                     154
                     163
   
 
Prime Clerk
                          -
                       21
                      121
                       70
   
 
Ropes & Gray, LLP
                          -
                          -
                      94
                       31
   
 
Rothschild Inc.
                          -
                          -
                     217
                          -
   
 
U.S. Trustee Payment Center
                          -
                         2
                       13
                          -
   
 
UHY LLP
                          -
                     777
                          -
                          -
   
 
Wilmington Trust [1]
                       19
                       55
                          -
                          -
   
               
               
TOTAL PROFESSIONALS     (MOR-1)
 $                    19
 $                1,561
 $              1,449
 $              2,987
 $                       -
 $                       -
 
 
[1] Amounts netted against DIP funding
 
MOR-9
Revised 07/01/98
 
 
 

 
    UNITED STATES BANKRUPTCY COURT
SOUTHERN DISTRICT OF TEXAS
CORPUS CHRISTI DIVISION
Exhibit A - CONSOLIDATING DISBURSEMENTS OF JOINTLY ADMINISTERED CASES IN CHAPTER 11
 
 
CASE NAME:
AUTOSEIS, INC. ET AL
 
JOINT ADMINISTRATION CASE NUMBER:
14-20130
 
 
 
DISBURSEMENTS
 
(Amounts in '000s)
 
Entity
Case No.
3/25/14 TO 3/31/14
April
May
June
July
August
Sept.
Filing to Date
AUTOSEIS, INC.
14-20130
 $         -
 $           -
 $           -
       
 $               -
GLOBAL GEOPHYSICAL SERVICES, INC.
14-20131
5,565
117,086
24,061
22,871
     
169,582
GLOBAL GEOPHYSICAL EAME, INC.
14-20132
            -
              -
              -
       
                  -
GGS INTERNATIONAL HOLDINGS, INC.
14-20133
            -
              -
              -
       
                  -
ACCRETE MONITORING, INC.
14-20134
            -
              -
              -
       
                  -
AUTOSEIS DEVELOPMENT COMPANY
14-20135
            -
              -
              -
       
                  -
 
Total Disbursements (same as MOR-1 disbursements)
 $  5,565
 $117,086
 $  24,061
 $22,871
     
 $    169,582
 
 
 
Exhibit A