To address the upcoming maturity of the Second Lien Notes, ION executed a restructuring agreement in late December supported by a majority of bondholders. Once complete, this deal would extend the bond maturity by four years to December 2025 with a lower 8% interest rate and is strategically structured via the conversion feature to reduce the Company's financial leverage as ION continues to execute its strategy in the next couple of years. In addition, shareholders have the opportunity to participate in a concurrent rights offering to minimize dilution from the transactions. In connection with the restructuring transactions, a Special Meeting is scheduled on February 23, 2021 to seek shareholder approval to, among other things, increase the number of our authorized shares available for issuance required to execute the deal. The Company currently anticipates the completion of these transactions by the end of March 2021. For additional information, including the dilutive impact of the transactions on current shareholders, please see the press release issued on December 23, 2020 and the proxy statement for a Special Meeting of shareholders filed with the SEC on January 22, 2021.

Chris Usher, the Company's President and Chief Executive Officer, commented, “We delivered substantial sequential improvement in our revenue and earnings in the fourth quarter. During the second half of the year, we began to fully benefit from the refocused strategy, restructuring and cost reductions we outlined in early 2020, which helped partially mitigate the impact of reduced E&P spending triggered by the pandemic across the oilfield service market. While our annual revenue decline is consistent with the reduction in E&P spending, our net loss improved by $11.0 million year-over-year, primarily due to the previously mentioned strategic structural changes and associated cost reductions.

“I am pleased with the progress ION made this year executing the Company's refined strategy in spite of unprecedented macroeconomic disruptions. More specifically, we successfully acquired the initial phase of our Mid North Sea High 3D multi-client program and built backlog for the significantly larger second phase this summer. We commercialized our proprietary Gemini™ extended frequency source technology, a key ingredient for improving 3D subsurface imaging in complex geological settings, where some of the most attractive E&P investment areas reside. The combination of our strategic entry into the 3D new acquisition multi-client market and commercialization of Gemini enabled us to increase our backlog during the last two quarters, reversing several consecutive quarters of steady decline. We continued to build on our portfolio of low cost, high return 3D reimaging programs and started benefitting commercially from the global 2D data collaboration we signed with PGS. In addition, we installed our first Marlin™ SmartPort system, demonstrated several new valuable use cases through pilot projects outside of our core seismic market and won a highly competitive tender for 17 additional ports. We continued to build our sales pipeline to optimize port operations and maritime energy logistics and plan to convert a portion of these opportunities to revenue in 2021. From a corporate perspective, we also settled our decade-long patent litigation with WesternGeco, announced the divestiture of ION's non-strategic equity interest in the INOVA joint venture, and are in the process of executing an agreement to extend our bond maturity four years to 2025.

“Looking ahead, while we expect the market will remain challenging in the near-term, there have been a number of positive developments. Oil prices have rebounded to their highest levels in a year and the energy industry has started to recover. While clients are still setting budgets, analysts expect the offshore E&P market to modestly improve in 2021 as the year unfolds and the digitalization trend to continue growing at a rapid pace.

“While the energy industry will remain important to ION, we are diversifying into attractive new markets where our technology and capability have the potential to create value. We have recrafted ION's platform for growth, including recent realignments within our executive management team to more effectively map our strengths to the evolving industry dynamics. We are highly attuned to the industry's driving themes and rapid pace of change, and we are developing new offerings that capitalize on our strengths and address key industry needs associated with the energy transition such as portfolio rebalancing, environmental compliance, sustainability and digitalization.”

FOURTH QUARTER 2020

The Company's segment revenues for the fourth quarter were as follows (in thousands):

E&P Technology & Services segment revenues were $19.9 million for fourth quarter 2020 compared to $29.7 million for fourth quarter 2019. Within the E&P Technology & Services segment, multi-client revenues were $17.2 million, a decrease of 27%. The decline in multi-client revenues was primarily due to delays in new program activity as well as reduced E&P spending levels. Imaging and Reservoir Services revenues were $2.8 million, a 55% decrease from fourth quarter 2019 due to lower proprietary tender activity, and consistent with our strategy to preferentially utilize these resources to generate higher margin multi-client reimaging products.

Operations Optimization segment revenues were $7.4 million for fourth quarter 2020 compared to $13.0 million for fourth quarter 2019. Within the Operations Optimization segment, Optimization Software & Services revenues were $3.3 million, a 39% decline from the fourth quarter 2019 due to reduced seismic activity and associated services demand resulting from COVID-19. Devices revenues were $4.0 million, a 46% decline due to lower sales of towed streamer equipment spares and repairs.

Consolidated gross margin for the quarter was 27% compared to 12% in the fourth quarter 2019. Excluding special items in both periods, consolidated gross margin for the quarter, as adjusted, was 27% compared to 34% in the fourth quarter 2019. The decrease in consolidated gross margin, as adjusted, resulted from decline in revenues.

Consolidated operating expenses were $11.7 million, compared to $15.1 million in the fourth quarter 2019. The decrease in operating expenses was primarily due reduced commission expenses resulting from lower fourth quarter 2020 revenues and, to a lesser extent, the effect of our cost reductions implemented during the first half of 2020. Operating margin was (16)%, compared to (23)% in the fourth quarter 2019. Excluding special items in both periods, operating margin, as adjusted, for the quarter was (17)% compared to (1)% in the fourth quarter 2019, resulting from decline in revenues.

Income tax expense was $5.6 million for fourth quarter 2020 compared to $0.1 million for fourth quarter 2019. The income tax expense includes $8.5 million of non-cash valuation allowance established against our previously recognized deferred tax assets in our non-U.S. businesses. This additional valuation allowance was established due to the Company's going concern conclusion.

FULL YEAR 2020

The Company's segment revenues for the full year were as follows (in thousands):

E&P Technology & Services segment revenues were $91.8 million for 2020 compared to $125.6 million for 2019. Within the E&P Technology & Services segment, multi-client revenues were $76.6 million, a decrease of 26%. This decline was primarily driven by decreased new venture revenues due to delays in new program activity this year and, to a lesser extent, a decrease in data library revenues primarily due to reduced E&P spending levels. The COVID-19 travel and border restrictions impacted the timing and availability of crews for new acquisition programs and delayed access to existing data for new reimaging programs. Imaging and Reservoir Services revenues were $15.2 million, a decrease of 33% due to lower proprietary tender activity, and consistent with our strategy to preferentially utilize these resources to generate higher margin multi-client reimaging products.

Operations Optimization segment revenues were $30.9 million for 2020 compared to $49.1 million for 2019. Within the Operations Optimization segment, Optimization Software & Services revenues were $14.1 million, a decrease of 39% from 2019. The decrease in Optimization Software & Services revenues for the full year was the result of COVID-19 related reduced seismic activity and associated services demand. Devices revenues were $16.8 million, a 35% decrease from 2019, driven by decreased sales of towed streamer equipment spares and repairs.

Consolidated gross margin was consistent at 34% in 2020 and 2019. Gross margin in E&P Technology & Services was 32% compared to 28% in 2019. Excluding special items in both periods, gross margin in E&P Technology & Services, as adjusted, was 33% compared to 36% in 2019. The decrease in E&P Technology & Services gross margin, as adjusted primarily resulted from decline in revenues. Operations Optimization gross margin was 40% compared to 50% in 2019 primarily resulting from the decline in revenues.

Consolidated operating expenses were $56.2 million compared to $84.5 million in 2019. The decrease in operating expenses was due primarily to the over $38.0 million of structural changes and associated cost reductions implemented during the first half of 2020. Operating margin was (12)% in 2020 compared to (14)% in 2019. Excluding special items in both periods, operating margin, as adjusted, for the quarter was (4)% compared to (6)% in the fourth quarter 2019.

Income tax expense in 2020 was $15.6 million compared to $8.1 million in 2019. The income tax expense includes a $10.7 million non-cash valuation allowance established against our previously recognized deferred tax assets in our non-U.S. businesses. Of this amount, $8.5 million relates to the additional valuation allowance established in the fourth quarter due to the Company's going concern conclusion. Excluding the valuation allowance, the Company's income tax expense primarily relates to results generated by its non-U.S. businesses in Latin America.

CONFERENCE CALL

The Company has scheduled a conference call for Thursday, February 11, 2020, at 10:00 a.m. Eastern Time that will include a slide presentation to be posted in the Investor Relations section of the ION website by 9:00 a.m. Eastern Time. To participate in the conference call, dial (833) 362-0195 at least 10 minutes before the call begins and ask for the ION conference call. A replay of the call will be available approximately two hours after the live broadcast ends and will be accessible until February 18, 2021. To access the replay, dial (855) 859-2056 and use pass code 8154095. Investors, analysts and the general public will also have the opportunity to listen to the conference call live over the Internet by visiting iongeo.com. An archive of the webcast will be available shortly after the call on the Company's website.

About ION

ION develops and leverages innovative technologies, creating value through data capture, analysis and optimization to enhance critical decision-making, enabling superior returns. For more information, visit iongeo.com.

Contact

Mike Morrison

Executive Vice President and Chief Financial Officer

+1.281.879.3615

Registration statements relating to the securities to be offered in the exchange offer and the rights offering in connection with the restructuring transactions have been filed with the Securities and Exchange Commission, but have not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statements become effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities, nor shall there be any offer, solicitation or sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of such state or jurisdiction. The exchange offer and the rights offering will be made only by means of a prospectus. Copies of each such prospectus, when they become available, will be distributed, as applicable, to our bondholders and shareholders and may also be obtained free of charge at the website maintained by the SEC at or by contacting the appropriate agent for the offerings. Contact information for such agents will be provided when available.

The information 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 information 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 risks associated with the timing and development of ION Geophysical Corporation's products and services; pricing pressure; decreased demand; changes in oil prices; agreements made or adhered to by members of OPEC and other oil producing countries to maintain production levels; the COVID-19 pandemic; our ability to complete the Restructuring Transactions and other related matters in a timely manner, if at all; and political, execution, regulatory, and currency risks. For additional information regarding these various risks and uncertainties, see our Form 10-K for the year ended December 31, 2019, filed on February 6, 2020 and our Form S-1 and S-4, filed on January 29, 2021. Additional risk factors, which could affect actual results, are disclosed by the Company in its filings with the Securities and Exchange Commission (“SEC”), including its Form 10-K, Form 10-Qs and Form 8-Ks filed during the year. The Company expressly disclaims any obligation to revise or update any forward-looking statements.

Tables to follow

ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)

ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited)

ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

The following table is a reconciliation of cash, cash equivalents and restricted cash (In thousands):

ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES
SUMMARY OF SEGMENT INFORMATION
(In thousands, except per share data)
(Unaudited)

ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES
Summary of Net Revenues by Geographic Area
(In thousands)
(Unaudited)

Reconciliation of Adjusted EBITDA to Net Loss
(Non-GAAP Measure)
(In thousands)
(Unaudited)

The term EBITDA (excluding non-recurring items) represents net loss before net interest expense, income taxes, depreciation and amortization and other non-recurring charges such as impairment of long-lived assets. severance expenses and government relief. The term Adjusted EBITDA is EBITDA (excluding non-recurring items) but also excludes the impact of fair value adjustments related to the Company’s outstanding stock appreciation awards. EBITDA (excluding non-recurring items) and Adjusted EBITDA are not measures of financial performance under generally accepted accounting principles and should not be considered in isolation from or as a substitute for net income (loss) or cash flow measures prepared in accordance with generally accepted accounting principles or as a measure of profitability or liquidity. Additionally, EBITDA (excluding non-recurring items) and Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. The Company has included EBITDA (excluding non-recurring items) and Adjusted EBITDA as a supplemental disclosure because its management believes that EBITDA (excluding non-recurring items) and Adjusted EBITDA provides investors a helpful measure for comparing its operating performance with the performance of other companies that have different financing and capital structures or tax rates.

ION GEOPHYSICAL CORPORATION AND SUBSIDIARIES
Description of Special Items and Reconciliation of GAAP (As Reported) to Non-GAAP (As Adjusted) Measures
(Non-GAAP Measure)
(In thousands, except per share data)
(Unaudited)

The financial results are reported in accordance with GAAP. However, management believes that certain non-GAAP performance measures may provide users of this financial information, additional meaningful comparisons between current results and results in prior operating periods. One such non-GAAP financial measure is income (loss) from operations or net income (loss) excluding certain charges or amounts. This adjusted income (loss) amount is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for income (loss) from operations, net income (loss) or other income data prepared in accordance with GAAP. See the table below for supplemental financial data and the corresponding reconciliation to GAAP financials for the three and twelve months ended December 31, 2020 and 2019.