August 11, 2005
Mr. Jonathan Miller
President and Chief Executive Officer
General Geophysics Company
CT Corporation System
111 Eighth Avenue
New York, New York 10011
Re: General Geophysics Company
Registration Statement on Forms F-4 and S-4
Filed July 13, 2005
File No. 333-126556
Annual Report on Form 20-F for the year ended December 31,
2004
Filed April 18, 2005
File No. 01-14622
Dear Mr. Miller:
We have limited our review of the above filings to only the
areas upon which we have issued comments. Where indicated, we
think
you should revise your documents in response to these comments.
If
you disagree, we will consider your explanation as to why our
comment
is inapplicable or a revision is unnecessary. Please be as
detailed
as necessary in your explanation. In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure. After reviewing this information, we
may
or may not raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any
questions you may have about our comments or on any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Forms F-4 and S-4 and Form 20-F for the Year Ended December 31,
2004
General
1. Please note that our staff continues to review the company`s
no-
action request. We may have further comment.
Operating and Financial Review and Prospects, page 29
Liquidity and Capital Resources, page 39
2. We note that you have presented the non-GAAP measure "Operating
Results Before Depreciation and Amortization." Given that you
have
characterized this measure as being indicative of your operating
cash
flow and ability to meet debt service and capital expenditure
requirements, the guidance in Item 10(e)(1)(i)(B) of Regulation S-
K
would tend to require that you reconcile the measure to operating
cash
flow rather than operating income. Please revise your filing
accordingly. Please also ensure that you have met the
requirements
outlined in paragraph (1)(ii)(A) of this guidance, regarding
adjustments to non-GAAP liquidity measures in Commission filings.
Financial Statements
Note 1 - Summary of Significant Accounting Policies, page F-7
Multi-Client Survey Accounting, page F-8
Revenue Recognition
3. We note your disclosure stating that "[w]ithin thirty days of
execution and access, the client may exercise the Company`s
warranty
that all the data conforms to technical specifications." Please
expand your disclosure to further clarify whether this provision
constitutes a right-of-return. If this is the case, please also
explain how this contingency has factored into the timing of
revenue
recognition.
4. We note that the nature of your business requires the movement
of
people and equipment to a designated location. Please disclose
your
accounting policy pertaining to payments that you receive during
periods of mobilization.
5. Please describe any contractual provisions associated with
surveys
in process establishing target dates for progress or completion,
and
extending rights to customers for a return of funds if milestones
such
as these are not met. Also describe any contractual provisions
requiring you to share future revenues with pre-commitment or
other
customers. Disclose the manner by which you have factored any
such
arrangements into your recognition policy.
Closing Comments
As appropriate, please amend the above filings in response
to
these comments. You may wish to provide us with a marked copy of
the
amendment to expedite our review. Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information. Detailed cover letters greatly
facilitate
our review. Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision. Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement. We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Please contact John Weitzel at (202) 551-3731 or Karl
Hiller,
Branch Chief, at (202) 551-3686 if you have questions regarding
comments on the financial statements and related matters. Please
contact Jason Wynn at (202) 551-3756 or me at (202) 551-3740 with
any
other questions. Direct all correspondence to the following ZIP
code:
20549-7010.
Sincerely,
H. Roger Schwall
Assistant Director
cc: J. Wynn
J. Weitzel
K. Hiller
M. Coco
via facsimile
Thomas N. O`Neill III and Luis Roth
Linklaters
011 33 1 4359 4196
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Mr. Jonathan Miller
General Geophysics Company
August 11, 2005
page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010