1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
-------------------
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE PERIOD ENDED OCTOBER 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-13490
-------------------
MITCHAM INDUSTRIES, INC.
(Name of small business issuer as specified in its charter)
TEXAS 76-0210849
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
44000 HIGHWAY 75 SOUTH
HUNTSVILLE, TEXAS 77340
(Address of principal executive offices)
(409) 291-2277
(Issuer's telephone number)
-------------------
Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
--- ---
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 7,510,759 shares of Common
Stock, $.01 par value, were outstanding as of November 24, 1997.
Transitional Small Business Disclosure Format (check one): Yes No X
--- ---
1
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MITCHAM INDUSTRIES, INC.
INDEX
PART I. FINANCIAL INFORMATION
Item 1 Financial Statements............................................. 3
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations........................................ 7
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K................................. 10
Signature........................................................ 10
2
3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MITCHAM INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
ASSETS
October 31, January 31,
1997 1997
----------- -----------
CURRENT ASSETS:
Cash $ 3,819 $ 301
Accounts receivable, net 10,366 3,598
Installment trade receivables 3,894 1,141
Inventory 1,527 473
Prepaid expenses and other current assets 93 100
Income taxes recoverable 177 --
------- -------
Total current assets 19,876 5,613
------- -------
Seismic equipment lease pool, net 37,450 17,963
Property and equipment, net 782 619
Other assets -- 98
------- -------
Total assets $58,108 $24,293
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable to bank -- 999
Current installments of long-term debt -- 938
Accounts payable 16,040 1,941
Income taxes payable -- 267
Deferred income taxes payable 113 902
Accrued liabilities and other current liabilities 1,744 685
------- -------
Total current liabilities 17,897 5,732
------- -------
LONG-TERM DEBT, NET OF CURRENT INSTALLMENTS -- 2,674
DEFERRED INCOME TAXES 1,257 645
------- -------
Total liabilities 19,154 9,051
------- -------
SHAREHOLDERS' EQUITY:
Preferred stock, $1.00 par value; 1,000,000
shares authorized; none issued and outstanding -- --
Common stock, $.01 par value; 20,000,000 shares
authorized; 7,510,759 and 4,474,880 shares,
respectively, issued and outstanding 75 45
Additional paid-in capital 27,607 8,819
Retained earnings 11,264 6,378
Cumulative translation adjustment 8 --
------- -------
Total shareholders' equity 38,954 15,242
------- -------
Total liabilities and shareholders' equity $58,108 $24,293
======= =======
See accompanying notes.
3
4
MITCHAM INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
Three months Nine months
ended October 31, ended October 31,
--------------------------- ---------------------------
1997 1996 1997 1996
----------- ----------- ----------- -----------
REVENUES:
Leases of seismic equipment $ 4,300 $ 2,410 $ 10,901 $ 5,356
Sales of seismic equipment 5,771 610 15,391 2,007
----------- ----------- ----------- -----------
Total revenues 10,071 3,020 26,292 7,363
----------- ----------- ----------- -----------
COSTS AND EXPENSES:
Seismic equipment subleases 65 -- 238 111
Sales of seismic equipment 4,898 367 12,666 1,261
General and administrative 867 685 2,189 1,199
Provision for doubtful accounts 410 -- 709 418
Depreciation 1,313 865 3,919 1,951
----------- ----------- ----------- -----------
Total costs and expenses 7,553 1,917 19,721 4,940
----------- ----------- ----------- -----------
OPERATING INCOME 2,518 1,103 6,571 2,423
----------- ----------- ----------- -----------
OTHER INCOME (EXPENSE):
Interest, net 92 (42) 232 (170)
Other, net 365 50 586 219
----------- ----------- ----------- -----------
Total other income (expenses) 457 8 818 49
----------- ----------- ----------- -----------
INCOME BEFORE INCOME TAXES 2,975 1,111 7,389 2,472
PROVISION FOR INCOME TAXES 1,002 366 2,503 854
----------- ----------- ----------- -----------
NET INCOME $ 1,973 $ 745 $ 4,886 $ 1,618
=========== =========== =========== ===========
Primary earnings per common and
common equivalent share $ 0.25 $ 0.17 $ 0.67 $ 0.37
=========== =========== =========== ===========
Primary shares used in computing earnings per
average common and common equivalent
share outstanding 7,833,000 4,515,000 7,330,000 4,431,000
=========== =========== =========== ===========
See accompanying notes.
4
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MITCHAM INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
Nine months
ended October 31,
---------------------
1997 1996
-------- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 4,886 $ 1,618
Adjustments to reconcile net income to net
cash provided by operating activities:
Trade accounts receivable (8,912) (1,158)
Provision for doubtful accounts (609) 268
Accounts payable and other current liabilities 4,513 (193)
Depreciation 3,919 1,951
Deferred income taxes (177) 666
Other, net (1,382) (540)
-------- -------
Net cash provided by operating activities 2,238 2,612
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of seismic equipment held for lease (20,624) (5,750)
Proceeds from sale of lease pool equipment and
property and equipment 7,976 --
Purchases of property and equipment (279) (131)
-------- -------
Net cash used in investing activities (12,927) (5,881)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment on short-term borrowings (1,937) (400)
Proceeds from long-term debt -- 3,126
Payments on long-term debt and capitalized lease obligations (2,674) (834)
Proceeds from issuance of common stock, net of offering
expenses 18,818 4,070
-------- -------
Net cash provided by financing activities 14,207 5,962
NET INCREASE IN CASH 3,518 2,693
CASH, BEGINNING OF PERIOD 301 637
-------- -------
CASH, END OF PERIOD $ 3,819 $ 3,330
======== =======
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for:
Interest $ 143 $ 289
Taxes 2,835 515
======== =======
Equipment purchases in accounts payable $ 10,645 $ 3,009
======== =======
See accompanying notes.
5
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MITCHAM INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The consolidated financial statements of Mitcham Industries, Inc. and its
wholly-owned subsidiary, Mitcham Canada Ltd. (the "Company") have
been prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading. These condensed financial statements should be
read in conjunction with the financial statements and the notes thereto
included in the Company's latest Annual Report to Shareholders and the
Annual Report on Form 10-KSB for the year ended January 31, 1997. In the
opinion of the Company, all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the financial position
as of October 31, 1997, and the results of operations and cash flows for
the nine months ended October 31, 1997 and 1996 have been included. The
foregoing interim results are not necessarily indicative of the results of
the operations for the full fiscal year ending January 31, 1998.
2. As discussed in the Company's Annual Report on Form 10-KSB for the fiscal
year ended January 31, 1997, during March 1997 the Company completed the
successful public offering of a total of 3,450,000 shares of its common
stock, par value $0.01, of which 2,875,000 shares were sold by the Company
and 575,000 shares were sold by the selling shareholders. The net proceeds
to the Company from the offering (after deducting underwriting discounts
and commissions and estimated expenses of the Offering) were approximately
$18.2 million. Of the net proceeds, the Company used $4.3 million to pay
outstanding debt owed to the Company's commercial lenders and $1.0 million
for expenses related to the opening of the Company's Calgary, Alberta,
Canada office. The Company plans to use the reminder of the net proceeds
primarily to purchase additional 3-D seismic data acquisition equipment,
improve computer inventory and tracking systems and for general corporate
purposes.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
In the normal course of its business, in an effort to keep its
shareholders and the investing public informed about the Company's operations,
the Company may issue or make certain statements that are or contain
forward-looking statements. The words "expect," "believe," "anticipate,"
"estimate" and similar words generally identify forward-looking statements.
The following cautionary language applies to all such statements,
as well as any other statements in this report that are not based on historical
facts. Investors are cautioned that all forward-looking statements involve risks
and uncertainties and several factors could cause actual results to differ
materially from expected results reflected in the forward-looking statements.
Although the Company believes the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to be correct.
In particular, the Company may from time to time make forward-looking
statements relating to its revenue mix between seismic equipment sales and
leases and the related growth of each segment of the Company's business, future
capital expenditures and additions to the Company's lease pool, and prospects
for expansion, including international expansion, and related revenue growth.
The following factors, among others, could cause actual results to differ
materially from those reflected in forward-looking statements: 1) with respect
to its revenue mix and related growth of each segment of the Company's business,
uncertainties regarding customer determinations to lease versus purchase seismic
equipment and dependence upon suppliers; 2) with respect to future capital
expenditures and additions to the Company's lease pool, uncertainties regarding
continued available capital and regarding customer demand that would warrant
such expenditures and additions, and dependence upon third party suppliers; and
3) with respect to prospects for expansion, including international expansion,
and related revenue growth, uncertainties regarding availability of and
customers' demand for different types of seismic equipment as they are added to
the lease pool, uncertainties associated with international expansion, including
political, social and economic instability, exchange rate fluctuations and
foreign governmental regulations, and uncertainties regarding the continued
demand for the Company's services.
OVERVIEW
The Company leases and sells seismic equipment primarily to seismic
data acquisition companies and oil and gas companies conducting land and
transition zone seismic surveys worldwide. The Company provides short-term
leasing of seismic equipment to meet a customer's requirements and offers
maintenance and support during the lease term. All leases at October 31, 1997
were for a term of one year or less. Seismic equipment held for lease is carried
at cost, net of accumulated depreciation.
Revenues from foreign customers totaled $4.6 million for the third
quarter of fiscal 1998 and $1.6 million for the comparable prior year period,
increasing to $15.0 million for the nine months ended October 31, 1997
as compared to $4.0 million for the same prior year period. While most of
the Company's transactions with foreign customers are denominated in United
7
8
States dollars, some of the Company's transactions with Canadian customers are
denominated in Canadian dollars. The Company has not been subject to material
gains or losses resulting from currency fluctuations and has not engaged in
currency hedging activities.
SEASONALITY
Historically, seismic equipment leasing has been susceptible to weather
patterns in certain geographic regions. There is some seasonality to the
Company's lease revenues from customers operating in Canada, where a significant
percentage of seismic survey activity occurs in the winter months, from October
through March. During the months in which the weather is warmer, certain areas
are not accessible to trucks, earth vibrators and other heavy equipment because
of the unstable terrain. This seasonal leasing activity by the Company's
Canadian customers has historically resulted in increased lease revenues in the
Company's first and fourth quarters.
RESULTS OF OPERATIONS
For The Three Months ended October 31, 1997 Compared with the Three
Months Ended October 31, 1996
Revenues of $10.1 million for the three months ended October 31, 1997
increased 233% over revenues of $3.0 million for the same prior year period.
Leasing services generated revenues of $4.3 million for the three months ended
October 31, 1997, a $1.9 million, or 78% increase, compared to leasing revenues
for the same prior year period. This increase reflected additions to the
equipment lease pool throughout fiscal 1997 and the first three quarters of
fiscal 1998. Seismic equipment sales for the three months ended October 31, 1997
were $5.8 million, an increase of $5.2 million, or 846%, from $610,000 for
the same prior year period. The increase in sales was due primarily to the
exercise of purchase option contracts in the period.
Sublease costs increased by $65,000 and depreciation, which related
primarily to equipment available for lease, increased by $448,000 or, 52%, due
to an increase in the equipment lease pool, resulting in an increase in net
leasing revenues of $1.4 million.
Gross margins on seismic equipment sales were 15% and 40% for the three
months ended October 31, 1997 and 1996, respectively. Gross margins decreased
substantially in the nine months ended October 31, 1997 because the Company sold
primarily newer technology equipment when customers exercised purchase options
on leased equipment that had only recently been purchased and added to the
Company's equipment lease pool. In the same prior year period and in the past,
the Company sold primarily older, fully depreciated equipment, yielding
significantly greater margins.
General and administrative expenses increased $182,000, or 27% for the
three months ended October 31, 1997 as compared to the same prior year period.
Although general and administrative expenses increased, due in part to increased
personnel costs and costs associated with the office in Canada, general and
administrative expenses decreased as a percent of total revenues from 23% to 9%
between the two periods.
8
9
The Company's provision for doubtful accounts expense increased to
$410,000 for the three months ended October 31, 1997 from zero in the same
prior year period. The increase was a result of additional provisions for the
allowance account in connection with the bankruptcy filing of one of the
Company's customers, Grant Geophysical, Inc. ("Grant").
Net income for the three months ended October 31, 1997 was $2.0
million, which increased by $1.2 million, or 165%, as compared to the same prior
year period.
For the Nine Months ended October 31, 1997 Compared with the Nine
Months Ended October 31, 1996
Revenues of $26.3 million for the nine months ended October 31, 1997
increased 257% over revenues of $7.4 million for the same prior year period.
Leasing services generated revenues of $10.9 million for the nine months ended
October 31, 1997, a $5.5 million, or 104% increase, compared to leasing revenues
for the same prior year period. This increase reflected additions to the
equipment lease pool throughout fiscal 1997 and the first three quarters of
fiscal 1998. Seismic equipment sales for the nine months ended October 31, 1997
were $15.4 million, an increase of $13.4 million, or 667%, from $2.0 million for
the same prior year period. The increase in sales was due primarily to the
exercise of purchase option contracts in the period totaling $12.0 million.
The Company's sublease costs increased by $127,000, or 114%, and
depreciation, which related primarily to equipment available for lease,
increased by $2.0 million, and 101%, due to an increase in the equipment lease
pool, resulting in an increase in net leasing revenues of $3.5 million.
Gross margins on seismic equipment sales were 18% and 37% for the nine
months ended October 31, 1997 and 1996, respectively. Gross margins decreased
substantially in the nine months ended October 31, 1997 because the Company sold
primarily newer equipment when customers exercised purchase options on leased
equipment that had only recently been purchased and added to the Company's
equipment lease pool. In the same prior year period and in the past, the Company
sold primarily older, fully depreciated equipment, yielding significantly
greater margins.
General and administrative expenses increased $990,000, or 83% for the
nine months ended October 31, 1997 as compared to the same prior year period.
Although general and administrative expenses increased, due in part to increased
personnel costs and costs associated with the office in Canada, general and
administrative expenses decreased as a percent of total revenues from 16% to 8%
between the two periods.
The Company's provision for doubtful accounts expense increased to
$709,000 for the nine months ended October 31, 1997 from $418,000 in the same
prior year period. The increase was a result of additional provisions for the
allowance account in connection with the bankruptcy filing of Grant. The
provision for doubtful accounts expense was 3% of total revenue in the nine
months ended October 31, 1997, as compared to 6% of total revenues in the same
prior year period. As of October 31, 1997, the Company's allowance for doubtful
accounts was $891,000. See "-- Liquidity and Capital Resources."
Net income for the nine months ended October 31, 1997 was $4.9
million, which increased by $3.3 million, or 202%, as compared to the same prior
year period.
LIQUIDITY AND CAPITAL RESOURCES
As of October 31, 1997, the Company had net working capital of
approximately $2.0 million and $5.0 million of availability under its bank
credit facilities. Net cash provided by operating activities for the nine months
ended October 31, 1997 decreased by $374,000 as compared to the same prior year
period, primarily as a result of an increase in trade accounts receivable. At
October 31, 1997, the Company had trade accounts receivables of $2.9 million
that were more than 90 days past due, with four customers owing an aggregate of
$1.5 million of such amount. As of such date, the Company's allowance for
doubtful accounts was $891,000. In addition, at such date, the Company had
receivables due from one customer of approximately $539,000, $449,000 of which
was more than 12 months past due.
Grant's plan of reorganization was approved by the bankruptcy court on
September 30, 1997. As of October 31, 1997, the Company had received payments
from Grant totaling $1.2 million, which represents final settlement on the
amounts owed the Company representing post-bankruptcy petition claims of
approximately $1.6 million. The Company expects to collect one-half of
pre-bankruptcy petition claims which total approximately $755,000, prior to
fiscal year end. All of the approximately $750,000 that will not be collected
from Grant has been written off. The Company is currently leasing seismic
equipment to Grant.
During March 1997, the Company completed a public offering of 3,450,000
shares of its Common Stock, of which 2,875,000 shares were sold by the Company
and 575,000 shares were sold by selling shareholders. The net proceeds to the
Company from the offering (after deducting underwriting discounts and
commissions and estimated expenses of the offering) were approximately $18.2
million. The net proceeds were used to purchase additional 3-D seismic data
acquisition equipment, to pay outstanding debt to its commercial lender under a
revolving line of credit and a term loan and for certain other purposes.
The Company has filed a registration statement with the Securities and
Exchange Commission for an offering (the "Proposed Offering") of 1,850,000
shares of common stock, of which 50,000 shares are being sold by selling
shareholders. Proceeds from the offering will be used to purchase additional
seismic equipment for the Company's lease pool and for general corporate
purposes, including working capital.
The Company has established a revolving line of credit with Bank One,
Texas, N.A. ("Bank One") of up to $4.0 million (the "Equipment Revolver") to be
used solely for short-term financing of up to 75% of the seismic equipment
purchased by the Company for approved lease/purchase contracts, and a term loan
of $1.0 million (the "Term Loan") to be used solely for long-term financing of
up to 80% of the purchase price of other seismic equipment. Interest on the
Equipment Revolver and the Term Loan accrues at a floating rate of interest
equal to the Base Rate plus 0.5%. Interest on amounts advanced under the
Equipment Revolver is payable monthly, and the principal amount is due six
months after the date of the initial advance; provided, however, that if the
lessee under a lease/purchase contract does not purchase the
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seismic equipment subject to the lease, and there has been no default (as
defined) under the lease, then the Company may extend the maturity date for an
additional 18 months (the "Extended Term"). In such event, the principal and
interest on the amount advanced under the Equipment Revolver would be payable in
ratable monthly installments over the Extended Term. Interest on and the
principal amount of the Term Loan is payable in ratable monthly installments
over a two-year period through and including January 1999. At October 31, 1997,
the Company had not drawn any amounts under the Equipment Revolver or the Term
Loan.
The Company has obtained a commitment from Bank One to replace the
Equipment Revolver and the Term Loan with a working capital revolving line of
credit of up to $15 million. Interest on advances under the line of credit will
be payable monthly at a variable rate of up to LIBOR plus 2.75% with principal
due two years from the date of the establishment of the line. Advances will be
limited to 80% of the eligible accounts receivable and 50% of all eligible lease
pool equipment.
As of October 31, 1997, capital expenditures for fiscal year 1998
totaled approximately $31.5 million. The Company has budgeted capital
expenditures of $18.3 million for the remainder of fiscal 1998 and $25.0 million
for fiscal 1999. Included in these budgeted amounts is approximately $27 million
of seismic equipment which the Company has ordered from the manufacturers and
for which the Company had obtained future lease commitments. At October 31,
1997, the Company had satisfied or exceeded the minimum purchase requirements
for the period ended May 1998 under its Exclusive Lease Referral Agreement with
Input/Output, Inc. (the "I/O Agreement"), and had exceeded the minimum purchase
requirements under its Exclusive Lease Referral Agreement with Georex, Inc., one
of the Sercel subsidiaries of Compagnie General de Geophysique. The remaining
$4.7 million of seismic equipment required to be purchased under the I/O
Agreement through May 2000 is included in the Company's fiscal 1998 and 1999
budget capital expenditures. Management believes that the net proceeds from the
Proposed Offering, cash provided by operations and funds available from its
commercial lenders will be sufficient to fund its operations and budgeted
capital expenditures for the remainder of fiscal 1998 and 1999.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 11: Computation of Earnings Per Common and Common
Equivalent Share for the nine months ended October 31, 1997 and
1996.
(b) Reports on Form 8-K
No reports on Forms 8-K were filed during the quarter ended
October 31, 1997.
SIGNATURE
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: November 26, 1997
MITCHAM INDUSTRIES, INC.
/s/ ROBERTO RIOS
------------------------------------
ROBERTO RIOS,
VICE-PRESIDENT - FINANCE, SECRETARY AND
TREASURER
(AUTHORIZED OFFICER AND PRINCIPAL
ACCOUNTING OFFICER)
10
1
EXHIBIT 11
MITCHAM INDUSTRIES, INC.
Computation of Earnings per Common
and Common Equivalent Shares
(Unaudited)
Nine months
ended October 31,
-------------------------
1997 1996
---------- ----------
COMPUTATION OF PRIMARY EARNINGS PER
COMMON SHARE:
Net income.......................................... $4,886,000 $1,618,000
---------- ----------
Weighted average number of common shares
outstanding..................................... 6,968,000 3,999,000
Net effect of dilutive stock options and warrants,
based on the treasury stock method, using
average market price............................ 362,000 432,000
---------- ----------
Common shares outstanding........................... 7,330,000 4,431,000
========== ==========
Earnings per common share........................... $ 0.67 $ 0.37
========== ==========
COMPUTATION OF EARNING PER COMMON SHARE
ASSUMING FULL DILUTION:
Net income.......................................... $4,886,000 $1,618,000
---------- ----------
Weighted average number of common shares
outstanding..................................... 6,968,000 3,999,000
Net effect of dilutive stock options and warrants
based on the treasury stock method, using the
end-of-period market price...................... 438,000 490,000
---------- ----------
Common shares outstanding assuming full dilution.... 7,406,000 4,489,000
========== ==========
Earnings per common share assuming full dilution.... $ 0.66 $ 0.36
========== ==========
5
1,000
9-MOS
JAN-31-1998
FEB-01-1997
OCT-31-1997
3,819
0
15,151
891
1,527
19,876
45,324
7,092
58,108
17,897
0
0
0
75
38,879
58,108
15,391
26,292
12,666
17,532
2,189
709
207
7,389
2,503
4,886
0
0
0
4,886
.67
.66
