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Annual Report Notice of 2018 Annual Meeting Proxy Statement CONTENTS 2017 Annual Report Notice of 2018 Annual Meeting Proxy Statement CONTENTS Around the globe, ION delivers the power About ION of data-driven decision-making. Decisions today are increasingly complex with CEO Letter to Shareholders huge amounts of data to comprehend. Leveraging innovative technologies, Financial Highlights ION translates raw data into actionable insights to enhance companies’ critical Notice of 2018 Annual Meeting decision-making abilities and returns. ION is focused on improving E&P decision- making, enhancing reservoir management Proxy Statement and optimizing offshore operations. Form 10-K Report Learn more at iongeo.com VISION Our vision is to be the leading innovator in decision optimization, creating value for our customers, shareholders and employees. STRATEGY Our strategy is to develop and leverage innovative technologies, creating value through data capture, analysis and optimization to enhance critical decision-making, enabling superior returns. VALUES People Collaboration Innovation QHSE Results About ION Leveraging innovative technologies, ION creates value through data capture, analysis and optimization to enhance companies’ critical decision-making abilities and returns. ION off erings are focused on improving E&P decision-making, enhancing reservoir management and optimizing off shore operations. The business is comprised of three reporting segments: E&P Technology & Services, Ocean Bottom Seismic Services and Operations Optimization. E&P TECHNOLOGY & SERVICES The E&P Technology & Services segment creates digital data assets and delivers services that improve decision-making, mitigate risk and maximize portfolio value for E&P companies. The segment consists of three synergistic activities that are oft en integrated to deliver value to clients: Imaging Services, E&P Advisors and Ventures. ION has one of the most technologically advanced imaging teams in the industry. Imaging Services combines leading technologies and experience to maximize image quality, delivering enhanced subsurface characterization. Raw data is transformed into subsurface images by applying a series of complex proprietary algorithms through ION’s highly effi cient imaging platform. E&P Advisors help host governments, E&P companies and private equity fi rms make optimal decisions throughout the E&P lifecycle. The experienced staff provides technical, commercial and strategic advice to evaluate and market oil and gas opportunities and assets world-wide, sharing in the value we create. Ventures leverages the world-class geoscience skills of both the Imaging Services and E&P Advisors groups to create global digital data assets that are licensed to multiple E&P companies to optimize their investment decisions. The global data library consists of over 550,000 km of 2D and over 165,000 sq km of 3D multi-client seismic data in virtually all major off shore petroleum provinces. OCEAN BOTTOM SEISMIC SERVICES The use of ocean bottom seismic (OBS) continues to expand, driven by the need for higher quality data to make better reservoir development decisions. ION provides a full suite of OBS services, including survey design and planning, data acquisition, data processing, interpretation and reservoir services. 4Sea®, ION’s next generation fully integrated ocean bottom nodal system, is designed to deliver a step change in economics, image quality, QHSE and fi nal data delivery time, delivering superior OBS data faster for enhanced reservoir understanding and improved returns. OPERATIONS OPTIMIZATION Operations Optimization develops mission-critical subscription off erings and engineering services that enable operational control and optimization off shore. ION provides cutting-edge soft ware, systems and services for both towed streamer and ocean bottom seismic surveys. ION soft ware off erings leverage a leading data integration platform to control and optimize operations in real time. ION is a leading provider of off shore seismic navigation systems, Orca® and Gator®, as well as survey design soft ware, MESA®. The newest soft ware off ering, Marlin™, supports a step change off shore as companies shift from traditional manual processes to digital solutions that enable better, safer decisions. Similar to air traffi c control, Marlin is designed to maximize the safety and effi ciency of off shore operations by integrating a variety of data sources (AIS, GIS, GPS, radar, satellite, MetOcean) with operational plans, creating an unparalleled picture of off shore operations to enhance decision-making. Devices develops intelligent equipment controlled by our soft ware to optimize operations such as our industry-leading positioning solution. Engineering Services experts help plan and optimize off shore projects and provide equipment maintenance and training to maximize value from our off erings. 1 Letter to Shareholders R. Brian Hanson President and Chief Executive Officer Dear Fellow Shareholders, We have been on a tough journey over the last three years, time since 2013 that we have reported six consecutive quarters coming back strong from one of the worst downturns on record. of break-even or better Adjusted EBITDA. Net cash fl ow from We were one of the fi rst to make deep, necessary cuts when the operations was $28 million, compared to $2 million in 2016. Our downturn hit and we have been leading the recovery, actively net loss was $30 million, or $(2.55) per share, compared to a net positioning our business to be more relevant to where capital loss of $65 million, or $(5.71) per share in 2016. The business was fl owing and, as a result, far outperforming our peers. generated break-even cash fl ows, demonstrating that we have rightsized our business to refl ect market conditions. Our cash I am pleased with our performance for every quarter throughout balance, excluding borrowings under our credit facility, was $42 2017. Although the market recovery has been slow for many, million as of December 31, 2017. our eff orts over the last two years to focus on select segments that attract capital spending, along with our asset light strategy, We achieved the major strategic objectives we set for ourselves has paid off . As a niche business in the larger E&P market, in 2017, which enabled our successful fi nancial performance. we surgically targeted select geographic areas and production First, we purposefully shift ed our business away from exploration optimization opportunities less dependent on cycle recovery and and closer to the reservoir. Our 3D reimaging programs where our diff erentiated technologies delivered signifi cant value. off shore Mexico and Brazil have been extremely successful and we developed cutting-edge full waveform inversion imaging In 2017, ION made substantial year-on-year fi nancial algorithms to produce sharper, more detailed images to improvements, driven by continued strong sales of our 3D multi- identify new reservoirs and bypassed pay. We also launched client reimaging programs as well as new 2D programs we our next generation ocean bottom nodal system, 4Sea, aimed launched in 2017. 2017 revenues of $198 million were up 14% at the production market. Instead of commercializing 4Sea in compared to last year. In 2017, we did not recognize any revenue a commoditized, asset-heavy way as a crew, we are taking a from Ocean Bottom Seismic Services so a better year-over-year smarter, asset light approach to off er it more broadly to all OBS comparison would exclude Ocean Bottom revenues from 2016. service providers, sharing in the value we are enabling. Excluded, our revenues of $198 million are up 45% from last year. Our second goal was to broaden and diversify our off erings into Adjusted EBITDA* for the full year was $64 million, a six fold adjacent markets. The E&P industry is extremely cyclical and increase in what we generated the prior year. This is the fi rst we already have leading market share in the areas where we *Adjusted EBITDA is a non-GAAP fi nancial measure. See our 2017 Year-end Results press release issued on February 7, 2018 for reconciliation to its 2 comparable GAAP measure. participate in the seismic market, putting us at risk and limiting the transaction. The combination of the capital we raised plus our growth potential. Over the last few years, we transformed the potential exercise of the warrants in the next 12 months, our core command and control platform to more broadly along with our current liquidity and free cash flow throughout optimize a wide variety of offshore operations. We have also 2018, should position us with excess cash by early 2019 well in already solved a lot of tough marine sensing, positioning and advance of the second lien indentures coming due in 2021. communications challenges with our Devices technology and have started exploring relevant adjacent markets for it. For In our E&P Technology and Services group, we continued to example, we recently evolved our industry-leading compass benefit from our investment in multi-client data, generating from our positioning solution to help navigate underwater diver solid growth in new venture revenues throughout the year. We propulsion devices in GPS-deprived environments. There’s a lot had tremendous success with our 3D reimaging programs, more potential to diversify as we strategically evaluate where to expanding our 3D data library from 8,000 sq km to over 165,000 focus our efforts. sq km in just two years. In addition, after two years of very little new venture activity, we launched five new programs in 2017, The third key objective was to meet our bond obligations and and already secured underwriting for new programs in 2018. reduce our debt. The successful public equity offering in February Our data library is exceptionally well positioned for upcoming 2018 enables us to begin de-levering our business. ION issued license round activity and 2018 is looking even better with more and sold 1,820,000 shares of common stock at a public offering diverse interest in programs across the globe. price of $27.50 per share, and warrants to purchase an additional 1,820,000 shares of ION’s common stock.
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