8-K

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): May 2, 2012

ION Geophysical Corporation

(Exact name of registrant as specified in its charter)

Delaware	1-12691	22-2286646
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)

2105 CityWest Blvd, Suite 400

Houston, Texas 77042-2839

(Address of principal executive offices, including Zip Code)

(281) 933-3339

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ 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 2.02. Results of Operations and Financial Condition

On May 2, 2012, ION Geophysical Corporation (the “Company”) issued a press release containing information regarding the Company’s results of operations for the quarter ended March 31, 2012. A copy of the press release is furnished as Exhibit 99.1 hereto.

Item 7.01. Regulation FD Disclosure

In conjunction with the above press release, the Company has scheduled a conference call, which will be broadcast live over the Internet, for Thursday, May 3, at 11:00 a.m. Eastern Time (10:00 a.m. Central). The information for accessing the conference call is included in the press release. The webcast of the conference call will be accompanied by a slide presentation, a copy of which is furnished as Exhibit 99.2 hereto.

The information contained in Items 2.02 and 7.01 and the exhibits of this report (i) is not to be considered “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (ii) shall not be incorporated by reference into any previous or future filings made by or to be made by the Company with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended, or the Exchange Act.

The information contained in this report and the attached exhibits 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 may include statements concerning future sales and market growth, future cash needs and future sources of cash, including availability under our revolving line of credit facility, future compliance with our debt financial covenants, sales expected to result from backlogs and pipelines, benefits expected to result from the INOVA Geophysical Equipment Limited joint venture, estimates regarding future commodity prices, future investments and other statements that are not of historical fact. 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 risks of audit adjustments and other modifications to the Company’s financial statements not currently foreseen; risks associated with the timing and development of the Company’s products and services and market acceptance of the Company’s new and revised product offerings; risks associated with economic downturns and volatile credit environments; risks regarding international political and economic events and turmoil, risks associated with the performance of INOVA; risks associated with the Company’s level of indebtedness, including compliance with debt covenants; risks associated with competitors’ product offerings and pricing pressures resulting therefrom; risks that sources of capital may not prove adequate; risks related to collection of receivables; risks associated with pending and future litigation; and risks related to technological and marketplace changes affecting the Company’s product line. 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, including its Annual Reports on Form 10-K and its Quarterly Reports on Form 10-Q.

2

Item 9.01. Financial Statements and Exhibits

(a) Financial statements of businesses acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

(c) Shell company transactions.

Not applicable.

(d) Exhibits.

Exhibit Number		Description
	99.1	Press Release dated May 2, 2012.
	99.2	May 3, 2012 Conference Call Presentation Slides.

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.

Date: May 2, 2012	ION GEOPHYSICAL CORPORATION
	By:	/s/ DAVID L. ROLAND
		David L. Roland Senior Vice President, General Counsel and
		Corporate Secretary

4

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated May 2, 2012.
99.2	May 3, 2012 Conference Call Presentation Slides.

5

EX-99.1

Exhibit 99.1

ION Reports Strong First Quarter Results

First Quarter EPS of $0.05

HOUSTON – May 2, 2012 – ION Geophysical Corporation (NYSE: IO) today reported first quarter 2012 revenues of $111.7 million, a 23% increase from revenues of $90.6 million in first quarter 2011. First quarter 2012 net income was $8.2 million, or $0.05 per diluted share, compared to net income of $0.1 million, or $0.00 per share, in first quarter 2011. Adjusted EBITDA increased 20% to $36.7 million compared to $30.5 million in first quarter 2011 due to improved overall results of operations.

Brian Hanson, ION’s Chief Executive Officer, commented, “We are pleased with our quarterly results as this quarter was one of the strongest first quarters in ION’s history in terms of revenue, operating income, and net income. Our robust performance was led by a very solid start in our marine positioning equipment, data processing and multi-client businesses.

“We are benefiting from our focus on execution of our business strategy, as we continue to drive each of our businesses to deliver more even results throughout the year.

“Our data processing business has recovered nicely and delivered another sequential improvement as activity in the international market continues to improve, particularly in Europe, Africa, and the Middle East. We are also benefiting from increased activity in the Gulf of Mexico.

“In our multi-client business, our ResSCAN^TM offerings in North America and our PolandSPAN^TM program continue to position us for growth in the land-based shale plays around the world. Additionally, our marine multi-client business is uniquely positioned for opportunities in the Arctic and for future licensing rounds in Australia, Brazil, Greenland, and parts of Africa.

“Our marine and software divisions saw increased activities in the ocean-bottom cable market during the quarter. These divisions also continue to benefit from a healthy repair and replacement business.

“As we disclosed a few weeks ago, INOVA generated its first quarterly profit in their fourth quarter results. Their new product offerings have been well received, as they recently announced the first sale and delivery of G3i^TM, their newly-released mega channel recording system, to BGP. In addition, we are seeing more market interest in the Hawk^TM product line.”

FIRST QUARTER 2012

Total revenues increased 23% to $111.7 million compared to $90.6 million in first quarter 2011, with increased activity in all business units.

Systems segment sales increased 53% to $36.7 million compared to $24.0 million in first quarter 2011, due to increased sales of ocean-bottom and other marine products and growth in the land sensor business.

Solutions segment revenues increased 14% to $66.1 million compared to $57.9 million in first quarter 2011, driven by growth in the data processing business, strong multi-client activity related to ION’s ResSCAN programs, and continued interest in ION’s marine multi-client programs in the Arctic, offshore Africa, and Brazil.

Software segment sales increased to $8.9 million compared to $8.7 million in first quarter 2011 due to demand for Orca^® and Gator^® software. Excluding foreign currency effects, Software segment revenues increased 4%.

Consolidated gross margins increased to 37% from 34% in first quarter 2011. The improvement is due to higher revenues in ION’s data processing business while leveraging a relatively consistent cost structure.

Consolidated operating margins increased to 10% compared to 7% in first quarter 2011. Solutions and Software operating margins improved five and six percentage points, respectively, due to the expansion in international data processing, along with strength in the Gulf of Mexico, and growth in the Orca and Gator software product lines. Systems segment operating margin remained relatively flat compared to first quarter 2011.

ION’s effective tax rate was 28.9% compared to 24.6% in first quarter 2011. The increase in the effective tax rate for first quarter 2012 was due to the establishment of a valuation allowance adjustment for certain foreign operating loss carry-forwards in first quarter 2012. Excluding the additional valuation allowance, the effective tax rate for first quarter 2012 was 25.2%.

For fourth quarter 2011, INOVA Geophysical reported revenues of $59.0 million, up 29% from $45.6 million in fourth quarter 2010. INOVA reported $5.7 million of net income for fourth quarter 2011, compared to a net loss of $2.3 million in fourth quarter 2010. ION accounts for its 49% interest in INOVA Geophysical as an equity method investment on a one fiscal quarter-lag basis.

As a result, ION’s share of INOVA Geophysical’s fourth quarter 2011 financial results is included in ION’s first quarter results. For the first quarter, ION recognized earnings on its equity investment of approximately $2.5 million compared to a loss of $0.9 million for the prior year period.

Total cash and cash equivalents were $87.1 million as of March 31, 2012. Additionally, ION has no outstanding balance associated with its $100 million revolving credit facility, bringing total available liquidity to greater than $187 million.

OUTLOOK

Greg Heinlein, ION’s Chief Financial Officer, added, “We enjoyed a strong start to 2012 with growth in all businesses. We continue to expect solid year-over-year growth for each of our segments, led by a recovery in our global data processing business, expanding land and marine offerings in GeoVentures, and clear improvements in the land equipment market supported by INOVA’s exciting new product offerings. We are seeing strong demand in the multi-client market this year. Our 2012 investment in multi-client data libraries will be in the upper end of the range of $130 million to $150 million, with acquisition activity spread more evenly throughout the year. The seabed and towed streamer markets are steadily improving, with a number of large projects awarded in the first quarter.

“INOVA’s preliminary unaudited results for first quarter 2012 reflect another quarter of significant net income. INOVA has now had two positive and improving quarters in a row and we are confident in their ability to at least break even in 2012.

“Based on our market outlook and robust pipeline of order activity, we are confidently investing in each of our businesses and remain positioned to achieve year-over-year quarterly improvement for the remainder of 2012.”

CONFERENCE CALL

The company has scheduled a conference call for Thursday, May 3, 2012, at 11:00 a.m. Eastern Time that will include a slide presentation. To participate in the conference call, dial 480-629-9772 at least 10 minutes before the call begins and ask for the ION conference call. Click here to access the earnings presentation slides.

A replay of the call will be available approximately two hours after the live broadcast ends and will be accessible until May 17, 2012. To access the replay, dial 303-590-3030 and use pass code 4533628#.

Investors, analysts and the general public will also have the opportunity to listen to the conference call live over the Internet by visiting www.iongeo.com. Also, an archive of the webcast will be available shortly after the call on the company’s website.

About ION

ION Geophysical Corporation is a leading provider of geophysical technology, services, and solutions for the global oil & gas industry. ION’s offerings are designed to allow E&P operators to obtain higher resolution images of the subsurface to reduce the risk of exploration and reservoir development, and to enable seismic contractors to acquire geophysical data safely and efficiently. Additional information about ION is available at www.iongeo.com.

Contacts

Greg Heinlein

Chief Financial Officer

+1.281.552.3011

Jack Lascar

DRG&L

+1.713.529.6600

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 may include future sales and market growth, timing of sales, future liquidity and cash levels, future estimated revenues and earnings, sales expected to result from backlog, benefits expected to result from the INOVA Geophysical joint venture and related transactions and other statements that are not of historical fact. 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 the timing and development of the Company’s products and services and market acceptance of the Company’s new and revised product offerings; risks associated with the operation of the INOVA Geophysical joint venture; risks associated with litigation; risks associated with the Company’s level and terms of indebtedness; risks associated with competitors’ product offerings and pricing pressures resulting therefrom; the relatively small number of customers that the Company currently relies upon; the fact that a significant portion of the Company’s revenues is derived from foreign sales; risks that sources of capital may not prove adequate; the Company’s inability to produce products to

preserve and increase market share; collection of receivables; and technological and marketplace changes affecting the Company’s product lines. 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 (“SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2011 and its Quarterly Reports on Form 10-Q filed during 2012.

Tables to follow

ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

	Three Months Ended March 31,
	2012			2011
Product revenues	$	45,076		$	32,387
Service revenues		66,634			58,165
Total net revenues		111,710			90,552
Cost of products		23,148			14,639
Cost of services		47,406			44,774
Gross profit		41,156			31,139
Operating expenses:
Research, development and engineering		7,726			5,839
Marketing and sales		7,417			7,042
General and administrative		14,370			12,187
Total operating expenses		29,513			25,068
Income from operations		11,643			6,071
Interest expense, net		(1,518	)		(1,615	)
Equity in earnings (losses) of INOVA Geophysical		2,468			(860	)
Other income (expense)		(686	)		(2,999	)
Income before income taxes		11,907			597
Income tax expense		3,445			147
Net income		8,462			450
Net income attributable to noncontrolling interest		113			25
Net income attributable to ION		8,575			475
Preferred stock dividends		338			338
Net income applicable to common shares	$	8,237		$	137
Net income per share:
Basic	$	0.05		$	0.00
Diluted	$	0.05		$	0.00
Weighted average number of common shares outstanding:
Basic		155,543			153,666
Diluted		156,547			155,555

ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	March 31,			December 31,
	2012			2011
ASSETS
Current assets:
Cash and cash equivalents	$	87,096		$	42,402
Short-term investments		—			20,000
Accounts receivable, net		70,003			130,612
Unbilled receivables		48,644			25,628
Inventories		69,333			70,145
Prepaid expenses and other current assets		12,218			13,460
Total current assets		287,294			302,247
Deferred income tax asset		18,652			17,645
Property, plant and equipment, net		25,384			24,771
Multi-client data library, net		176,625			175,768
Investment in INOVA Geophysical		75,442			72,626
Goodwill		54,956			53,963
Intangible assets, net		17,790			17,716
Other assets		10,032			9,322
Total assets	$	666,175		$	674,058
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt	$	6,216		$	5,770
Accounts payable		21,787			22,296
Accrued expenses		48,816			61,384
Accrued multi-client data library royalties		12,205			15,318
Deferred revenue		29,105			33,802
Total current liabilities		118,129			138,570
Long-term debt, net of current maturities		98,614			99,342
Other long-term liabilities		7,659			7,719
Total liabilities		224,402			245,631
Redeemable noncontrolling interest		2,504			2,615
Equity:
Cumulative convertible preferred stock		27,000			27,000
Common stock		1,556			1,555
Additional paid-in capital		844,995			843,271
Accumulated deficit		(415,037	)		(423,612	)
Accumulated other comprehensive loss		(13,109	)		(16,193	)
Treasury stock		(6,565	)		(6,565	)
Total stockholders’ equity		438,840			425,456
Noncontrolling interests		429			356
Total equity		439,269			425,812
Total liabilities and equity	$	666,175		$	674,058

ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2012			2011
Cash flows from operating activities:
Net income	$	8,462		$	450
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization (other than multi-client library)		3,090			3,953
Amortization of multi-client library		22,620			23,443
Stock-based compensation expense		1,484			1,973
Equity in (earnings) losses of INOVA Geophysical		(2,468	)		860
Deferred income taxes		(1,063	)		(2,854	)
Change in operating assets and liabilities:
Accounts receivable		61,018			14,508
Unbilled receivables		(23,016	)		29,593
Inventories		965			(13,404	)
Accounts payable, accrued expenses and accrued royalties		(13,025	)		(21,862	)
Deferred revenue		(4,736	)		15,537
Other assets and liabilities		(1,491	)		(371	)
Net cash provided by operating activities		51,840			51,826
Cash flows from investing activities:
Investment in multi-client data library		(24,527	)		(11,907	)
Purchase of property, plant and equipment		(1,768	)		(3,674	)
Sales (purchases) of short-term investments		20,000			(80,000	)
Net cash used in investing activities		(6,295	)		(95,581	)
Cash flows from financing activities:
Payments on long-term debt		(1,431	)		(1,748	)
Payment of preferred dividends		(338	)		(338	)
Contribution from noncontrolling interest		68			200
Proceeds from exercise of stock options		249			11,793
Other financing activities		385			(37	)
Net cash (used in) provided by financing activities		(1,067	)		9,870
Effect of change in foreign currency exchange rates on cash and cash equivalents		216			300
Net increase (decrease) in cash and cash equivalents		44,694			(33,585	)
Cash and cash equivalents at beginning of period		42,402			84,419
Cash and cash equivalents at end of period	$	87,096		$	50,834

ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES

SUMMARY OF SEGMENT INFORMATION

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2012			2011
Net revenues:
Solutions:
Data Processing	$	26,865		$	20,299
New Venture		28,994			22,450
Data Library		10,268			15,144
Total	$	66,127		$	57,893
Systems:
Towed Streamer	$	15,804		$	17,547
Ocean bottom		3,519			2
Other		17,383			6,411
Total	$	36,706		$	23,960
Software:
Software Systems	$	8,370		$	8,427
Services		507			272
Total	$	8,877		$	8,699
Total	$	111,710		$	90,552
Gross profit:
Solutions	$	18,985		$	13,316
Systems		15,812			12,245
Software		6,359			5,578
Total	$	41,156		$	31,139
Gross margin:
Solutions		29	%		23	%
Systems		43	%		51	%
Software		72	%		64	%
Total		37	%		34	%
Income from operations:
Solutions	$	9,606		$	5,812
Systems		8,740			6,080
Software		5,482			4,853
Corporate and other		(12,185	)		(10,674	)
Income from operations	$	11,643		$	6,071
Operating margin:
Solutions		15	%		10	%
Systems		24	%		25	%
Software		62	%		56	%
Corporate and other		(11	%)		(12	%)
Total		10	%		7	%

Reconciliation of Adjusted EBITDA to Net Income

(Non-GAAP Measure)

(In thousands)

(Unaudited)

Adjusted EBITDA is a non-GAAP measurement that is presented as an additional indicator of operating performance and is not a substitute for net income or net income per share calculated under generally accepted accounting principles (GAAP). We believe that Adjusted EBITDA provides useful information to investors because it is an indicator of the strength and performance of our ongoing business operations, including our ability to service our debt. The calculation of Adjusted EBITDA shown below is based upon amounts derived from the Company’s financial statements prepared in conformity with GAAP.

	Three Months Ended March 31,
	2012			2011
Net income	$	8,462		$	450
Interest expense, net		1,518			1,615
Income tax expense		3,445			147
Depreciation and amortization expense		25,710			27,396
Equity in (earnings) losses of INOVA Geophysical		(2,468	)		860
Adjusted EBITDA	$	36,667		$	30,468

#####

EX-99.2

ION Earnings Call –

Q1 2012

Earnings Call Presentation

May 3, 2012

Exhibit 99.2

Earnings Call Introduction

Corporate Participants & Contact Information

CONTACT INFORMATION

If you have technical problems during the call, please contact DRG&L at 713 529 6600.

If you

would

like

to

listen

to

a

replay

of

today's

call,

it

will

be

available

via

webcast

in

the

Investor

Relations

section

of

the

Company's

website

-

www.iongeo.com

for

approximately

12

months. 

BRIAN HANSON

Chief Executive Officer

GREG HEINLEIN

Chief Financial Officer

2

Earnings Call Introduction

FORWARD-LOOKING STATEMENTS

The information included herein contains 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.

Actual results may vary fundamentally 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 risk factors that are disclosed by ION

from time to time in its filings with the Securities and Exchange Commission.

3

ION Q1 2012 Highlights

Strongest Q1 in recent company history

–

Revenue, Operating Income, and Net Income all up

Y/Y

–

Revenues $112 million, up 23% from Q1 2011

–

Diluted EPS of $0.05 on net income of $8 million

Y/Y revenue growth across all segments

–

Systems up 53%

–

Solutions up 14%

–

Software up 4% (British Pounds)

Sequential profitable quarters for INOVA

4

Q1 11

Q1 12

Q1 11

Q1 12

Q1 11

Q1 12

0

20,000

40,000

60,000

80,000

100,000

120,000

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

$-

$0.01

$0.02

$0.03

$0.04

$0.05

$0.06

Revenues

($ Thousands)

Operating Income

($ Thousands)

Diluted EPS

Market Observations

Marine Seismic Acquisition Market Growing

Tender activity up

Vessel utilization up

Backlog up

4D activity up

5

Towed Streamer

Seabed

Source: ODS Petrodata, Company Analysis

Market size up

Tender activity up

Vessel utilization up

#OBC and OBN Crews up

Backlog up

All key indicators up

Market Observations

Data Processing Picking Up

Robust tender activity

–

Global in scope

–

Gulf of Mexico improving nicely (next

lease round in June)

Broadband demand on the rise

Interest in GXT technologies, including

RTM

3

(velocity modeling tool), high

ION data processing backlog robust

6

Market Observations

Majors Driving Strong Demand for Multi-client Data

Rise in international exploration

–

Africa,  Arctic, and Latin America

–

ION well positioned for upcoming lease rounds in

Australia, Brazil, Greenland, and parts of Africa

–

Commenced PolandSPAN

TM

2D

land

program in

Q1

Continued domestic shift to liquids and

mixed plays

–

Growing ResSCAN

TM

3D land portfolio with four

programs in progress

ION’s multi-client backlog continues to

be robust

7

INOVA Geophysical

General Market Observations & Operational Highlights

•

G3i

TM

new

cable

product

launched

in

March,

15,000 channels of G3i delivered to BGP

•

Vibrator sales in Q1 (46 units) included

balance of Saudi deliveries for BGP plus

Oman contract

•

First

UniVib

TM

contract

for

3

units

delivered in

Q1

•

Field

testing

of

new

wireless

Hawk

TM

SN11

product in process

8

Two profitable quarters –

Q4 & Q1

Reported on a one-quarter lag

Software

Systems

Solutions

9

Systems revenues $37 million, up

53%

from Q1 2011, due to increased

sales of ocean-bottom and other

marine products and growth in the

land sensor business.

Solutions revenues $66 million, up

14%

from Q1 2011, due to strong

data processing and multi-client

performance.

Software revenues $9 million, up 2%

in USD from Q1 2011, with a steady

stream of software subscription

sales.

Financial Overview

Revenues by Segment

Strong start for 2012

Systems Segment

Financial Overview

Revenue by Type

Towed Streamer Equipment

OBC

Other

10

Robust performance in repairs & replacement business

Return of OBC market

Solutions Segment

Financial Overview

Revenue by Type

Multi-client Investments

Solutions Backlog

Q4 11                                               $134 M

Data

Processing

Data

Libraries

New

Ventures

Q2 11                                 $117 M

11

Q3 11                         $106 M

Q1 12                                          $129 M

$150 M

$130 M

Q1 11                        $105 M

-

40

60

80

100

120

140

160

2010

2011

2012

20

-

10

20

30

40

50

60

70

80

Q1 11

Q1 12

Data Processing and New Ventures activity strong

Backlog remains robust

Software Segment

Financial Overview

Revenue by Type (GBP)

Services

Software Systems

% of Seismic Vessels with Orca

®

Orca Vessel Conversion

2011

Orca-Permanent

Other

2010

12

2012

44

vessels

51

vessels

49

vessels

Steady subscription model

OBC Gator

®

uplift

Orca 3D license converted to 2D Spectra

60%

40%

-

1

2

3

4

5

6

Q1 11

Q1 12

INOVA Geophysical

Revenues

Revenues

•

Estimated Q1 2012 revenues of $53 to

$57 million with operating income of

$7 to $8 million**

•

Revenue approximately 70% ahead of

the same period last year

**ION to share in 49% of these estimated results.  These

estimates are unaudited.

13

*Forecast

-

10

20

30

40

50

60

Q1 11

Q1 12*

Financial Overview

Cash Flow

Three Months Ended

March 31,

SUMMARIZED CASH FLOW

2012

2011

Cash from operations

32,341

28,125

Working capital

19,715

24,001

Multi-client investment

(24,527)

(11,907)

PP&E Capital Expenditures

(1,768)

(3,674)

Free Cash Flow

25,761

36,545

Other Investing & Financing

18,933

(70,130)

Cash & Cash Equivalents (Beginning of Period)

42,402

84,419

Cash & Cash Equivalents (End of Period)

87,096

50,834

14

$

$

$

$

Good free cash flow and strong cash position

Undrawn

Revolver

Cash

Term Loan

Facility & Equipment Leases

Financial Overview

Balance Sheet, Liquidity & Debt as of March 31, 2012

Capital Employed

Financing

Cash

Net Fixed Assets

Multi-Client Data Library

Goodwill & Equity in INOVA

Equity

Debt

Ample liquidity and improving balance sheet

$105M

$177M

$87M

Remaining Working Capital

15

Liquidity of $187M

Debt of $105M

0

100

200

300

400

500

600

0

100

200

300

400

500

600

47%

53%

94%

6%

Solid Start to 2012

16

•

Continue to expect solid growth across all

business lines

•

Data processing business back, with growth

expected for balance of 2012

•

Major oil company demand high for multi-client

exploration, with projects expanding globally

•

On track to hit $130M to $150M of multi-client

investment

•

Marine division benefitting from resurgence in

OBC market

•

INOVA off and running with portfolio of new

products

17