-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GoSjL2hN/CulT+bSR6K60j7GGUwo2JYGZUQQybDX04dkT6E/1bYxIclDH7i63UYS gGN4A8qWWHITm+Xo63FrkA== 0000950129-01-000538.txt : 20010207 0000950129-01-000538.hdr.sgml : 20010207 ACCESSION NUMBER: 0000950129-01-000538 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010201 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INPUT OUTPUT INC CENTRAL INDEX KEY: 0000866609 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 222286646 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12691 FILM NUMBER: 1526144 BUSINESS ADDRESS: STREET 1: 11104 W AIRPORT BLVD STREET 2: SUITE 200 CITY: STAFFORD STATE: TX ZIP: 77477 BUSINESS PHONE: 2819333339 MAIL ADDRESS: STREET 1: 11104 W AIRPORT BLVD STREET 2: SUITE 200 CITY: STAFFORD STATE: TX ZIP: 77477 8-K 1 h83912e8-k.txt INPUT/OUTPUT INC - DATED FEBRUARY 1, 2001 1 ================================================================================ 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 FEBRUARY 1, 2001 Date of Report (date of earliest event reported) INPUT / OUTPUT, INC. (Exact name of registrant as specified in its charter) Commission file number 1-13402
DELAWARE 22-2286646 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 12300 C. E. SELECMAN DR., STAFFORD, TEXAS 77477 (Address of principal executive offices) (Zip Code)
(281) 933-3339 (Registrant's telephone number, including area code) NOT APPLICABLE (Former name or address, if changed since last report) ================================================================================ 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of business acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits. Exhibit 99.1; Press release dated February 1, 2001 issued by the Company. ITEM 9. REGULATION FD DISCLOSURE. On February 1, 2001, the Company issued a press release regarding the Company's results of operations for the seven months ended December 31, 2000 following change in fiscal year end and certain other matters, which is attached hereto as Exhibit 99.1, and incorporated herein by reference. Except for the historical information contained in this report, the statements made by the Company contained in this report are forward looking statements that involve risks and uncertainties. All these statements are subject to the safe harbor under the Private Securities Litigation Reform Act of 1995. The Company's future financial performance could differ significantly from the expectations of management and from results expressed or implied in the Press Release. For further information on other risk factors, please refer to the sections entitled "Cautionary Statement for Purposes of Forward-Looking Statements" under the Items entitled "Management's Discussion and Analysis of Results of Operation and Financial Condition" contained in the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2000 and its Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2000, as filed with the Securities and Exchange Commission. 2 3 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. INPUT / OUTPUT, INC. February 6, 2001 /s/ C. Robert Bunch (Date) -------------------- C. Robert Bunch Vice President and Chief Administrative Officer (principal administrative officer) 3 4 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Press release dated February 1, 2001 issued by the Company. EX-99.1 2 h83912ex99-1.txt NEW RELEASE, DATED FEBRUARY 1, 2001 1 EXHIBIT 99.1 IoINPUT/OUTPUT, INC. NEWS RELEASE For further information contact: C. Robert Bunch Chief Administrative Officer (281) 933-3339 - -------------------------------------------------------------------------------- THURSDAY, FEBRUARY 01, 2001 INPUT/OUTPUT REPORTS RESULTS FOR THE SEVEN MONTHS ENDED DECEMBER 31, 2000 FOLLOWING CHANGE IN YEAR END Input/Output, Inc. (NYSE: IO) today announced a net loss applicable to common stockholders for the seven months ended December 31, 2000 of $(13.4) million, or $(0.26) per share, on revenues of $78.3 million, compared to a net loss applicable to common stockholders of $(78.5) million, or $(1.55) per share, on revenues of $121.5 million for the year ending May 31, 2000. The Company had previously announced that effective December 31, 2000 the Company's fiscal year-end would change from May 31 to December 31. Accordingly, the Company intends to file a transition report on Form 10-K as of and for the seven months ended December 31, 2000. Tim Probert, the Company's President and Chief Executive Officer said, "The timing of the change in year-end is ideal. The Company is moving towards more acceptable levels of performance, with business fundamentals for the seismic sector decidedly improving. The 33% increase in revenues for the three months ended December 31, 2000 compared to the previous three months primarily reflects a strengthening market for land seismic equipment, particularly sensors and energy sources. Sales of marine equipment remain weak at this point in the cycle." Probert added, "The Company's net loss for the quarter was also adversely impacted by an increase in research and development expense resulting principally from costs associated with an ongoing build of VectorSeis(TM) and other prototypes to meet anticipated market requirements. This increased prototype expense will continue through the first half of 2001 as the Company assesses the commercial feasibility of its multicomponent platform and other products." Commenting on anticipated results for 2001, Probert stated, "IO should benefit from increased sales in 2001 due to increased seismic spending caused by expanding exploration budgets and reduced inventories of seismic data, as well as the inclusion of Pelton Company. However, as previously announced, we expect that first quarter revenues will be flat when compared with the three months ended March 31, 2000. Overall 2001 revenues are anticipated to increase between 35-40% compared with 2 calendar 2000. Land sales are anticipated to provide the majority of the sales increase due to continued over-capacity in the marine seismic fleet." Probert added, "While we expect that the Company will continue to report net losses applicable to common stockholders through the first half of the year, the Company should be slightly profitable for the year as a whole." The Company also released twelve months of historical information which will be included for comparative purposes in the Company's Quarterly Reports on Form 10-Q filed hereafter. Input/Output, Inc. is an industry leader in seismic acquisition imaging technology for land, marine, transition zone exploration, production and reservoir monitoring. The Company specializes in market technology that creates value for the energy industry in the areas of 2D, 3D, 4D and multi-component seismic data. Additional information on Input/Output, Inc. is available on the Internet at www.i-o.com or contact us at ir@i-o.com "The information included herein contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934. These forward-looking statements include statements concerning anticipated results from the improvement in business fundamentals for the seismic industry, expected continued weak performance by the Company's marine operations, expected revenues for the first quarter of fiscal 2001, anticipated financial results of operations (including revenues, and profits and losses) during and for fiscal 2001, future cost reduction initiatives and expected continued investment in new technology. Actual results may vary materially from those described in these forward-looking statements. All forward-looking statements reflect numerous assumptions and involve a number of risks and uncertainties. These risks and uncertainties include energy exploration industry conditions, worldwide prices for oil and natural gas, the timing and development of the Company's products and market acceptance of new and revised product offerings, technological and marketplace changes affecting the Company's product line, risks associated with competition and pricing pressures, unanticipated increases in research and development and marketing expenditures due to changes in market demand, and risks associated with sales to customers outside the United States (including risks regarding collectibility of sales receivables). Additional risk factors which could affect actual results are disclosed by the Company from time to time in its filings with the Securities and Exchange Commission." 3 INPUT/OUTPUT, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
Seven Months Ended Year Ended December 31, May 31, 2000 2000 ------------ ------------- (Unaudited) Net sales ......................................... $ 78,317 $ 121,454 Cost of sales ..................................... 58,554 106,642 ------------ ------------ Gross profit ............................ 19,763 14,812 ------------ ------------ Operating expenses: Research and development ....................... 16,051 28,625 Marketing and sales ............................ 5,934 10,284 General and administrative ..................... 8,127 21,885 Amortization of intangibles .................... 2,757 39,488 ------------ ------------ Total operating expenses................. 32,869 100,282 ------------ ------------ Loss from operations .............................. (13,106) (85,470) Interest expense .................................. (627) (826) Interest income ................................... 4,583 4,930 Other income, net ................................. 176 1,306 ------------ ------------ Loss before income taxes .......................... (8,974) (80,060) Income tax expense (benefit) ...................... 1,332 (6,097) ------------ ------------ Net loss .......................................... (10,306) (73,963) Preferred dividend ................................ 3,051 4,557 ------------ ------------ Net loss applicable to common stock ............... $ (13,357) $ (78,520) ============ ============ Basic and diluted loss per common share ........... $ (0.26) $ (1.55) ============ ============ Weighted average number of basic and diluted common shares outstanding ................. 50,840,256 50,716,378 ============ ============
4 INPUT / OUTPUT, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) (UNAUDITED)
THREE MONTHS ENDED 3/31/00 6/30/00 9/30/00 12/31/00 - ----------------------------------------------------------------------------------------------------------------------- Net sales $ 40,041 $ 26,624 $ 30,355 $ 40,364 Cost of sales 41,602 22,874 23,129 29,888 ----------- ----------- ----------- ----------- Gross profit (loss) (1,561) 3,750 7,226 10,476 Operating expenses: Research and development 7,260 7,072 6,246 7,506 Marketing and sales 2,684 2,656 2,413 2,751 General and administrative (2,737) 13,411 3,293 3,665 Amortization and impairment of intangibles 2,058 33,598 910 1,192 ----------- ----------- ----------- ----------- Total operating expenses 9,265 56,737 12,862 15,114 Loss from operations (10,826) (52,987) (5,636) (4,638) Interest expense (195) (212) (288) (278) Interest income 1,916 549 1,587 2,376 Other income (expense) (60) 1,553 141 161 ----------- ----------- ----------- ----------- Loss before income taxes (9,165) (51,097) (4,196) (2,379) Income tax expense 124 2,032 2,970 246 ----------- ----------- ----------- ----------- Net loss (9,289) (53,129) (7,166) (2,625) Preferred dividend 1,158 1,180 1,279 1,383 ----------- ----------- ----------- ----------- Net loss applicable to common stock $ (10,447) $ (54,309) $ (8,445) $ (4,008) =========== =========== =========== =========== Basic and diluted loss per common share $ (0.21) $ (1.07) $ (0.17) $ (0.08) Weighted average number of basic and diluted common shares outstanding 50,784,775 50,765,728 50,918,674 50,935,900
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