UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ================================================================================ (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2002 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 COMMISSION FILE NUMBER 000-25142 ================================================================================ MITCHAM INDUSTRIES, INC. (Name of registrant as specified in its charter) TEXAS 76-0210849 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 8141 SH 75 SOUTH P.O. BOX 1175 HUNTSVILLE, TEXAS 77342 (Address of principal executive offices) (936) 291-2277 (Registrant's telephone number, including area code) ================================================================================ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 ___ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 8,742,801 shares of Common Stock, $0.01 par value, were outstanding as of December 13, 2002.
MITCHAM INDUSTRIES, INC. INDEX PART I. FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Balance Sheets.................................... 3 Condensed Consolidated Statements of Operations.......................... 4 Condensed Consolidated Statements of Cash Flows.......................... 5 Notes to Condensed Consolidated Financial Statements..................... 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations........................................................ 7 Item 3. Quantitative and Qualitative Disclosures About Market Risk....................... 10 Item 4. Controls and Procedures.......................................................... 10 PART II. OTHER INFORMATION Item 1. Legal Proceedings................................................................ 13 Item 6. Exhibits and Reports on Form 8-K................................................. 13 Signatures....................................................................... 14 2
PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS MITCHAM INDUSTRIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS EXCEPT SHARE DATA) October 31, January 31, ASSETS 2002 2002 ------ ------------ ----------- (Unaudited) CURRENT ASSETS: Cash $ 6,496 $ 8,244 Accounts receivable, net 1,640 3,431 Notes receivable 454 851 Prepaid expenses and other current assets 751 407 -------- -------- Total current assets 9,341 12,933 Seismic equipment lease pool, property and equipment 85,732 90,381 Accumulated depreciation of seismic equipment lease pool, property and equipment (48,713) (44,814) Notes receivable 274 275 Other assets 16 20 -------- -------- Total assets $ 46,650 $ 58,795 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ CURRENT LIABILITIES: Accounts payable $ 2,001 $ 8,659 Current maturities -- long-term debt 2,054 2,515 Deferred revenue 148 314 Accrued wages 186 265 Note payable 313 -- Accrued expenses and other current liabilities 776 360 -------- -------- Total current liabilities 5,478 12,113 Long-term debt 5,183 4,079 -------- -------- Total liabilities 10,661 16,192 SHAREHOLDERS' EQUITY: Preferred stock, $1.00 par value; 1,000,000 shares authorized; none issued and outstanding -- -- Common stock, $0.01 par value; 20,000,000 shares authorized; 9,657,801 shares issued 97 97 Additional paid-in capital 61,814 61,814 Treasury stock, at cost, 915,000 shares (4,686) (4,671) Accumulated deficit (19,191) (12,023) Accumulated other comprehensive loss (2,045) (2,614) -------- -------- Total shareholders' equity 35,989 42,603 -------- -------- Total liabilities and shareholders' equity $ 46,650 $ 58,795 ======== ======== THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS. 3
MITCHAM INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA) (UNAUDITED) THREE MONTHS ENDED NINE MONTHS ENDED OCTOBER 31, OCTOBER 31, -------------------------- -------------------------- 2002 2001 2002 2001 ----------- ----------- ----------- ----------- REVENUES: Equipment leasing $ 1,757 $ 5,236 $ 5,851 $ 17,030 Equipment sales and other 922 2,434 4,901 5,780 Front-end services 1,361 -- 2,711 -- ----------- ----------- ----------- ----------- Total revenues 4,040 7,670 13,463 22,810 COSTS AND EXPENSES: Direct costs 2,104 435 4,162 1,577 Cost of other equipment sales 646 1,858 4,059 3,760 General and administrative 1,289 1,077 4,075 3,229 Provision (benefit) for doubtful accounts -- 50 (1,704) 125 Depreciation 3,734 3,912 11,534 12,309 ----------- ----------- ----------- ----------- Total costs and expenses 7,773 7,332 22,126 21,000 ----------- ----------- ----------- ----------- OPERATING INCOME (LOSS) (3,733) 338 (8,663) 1,810 Other income (expense) -- net (68) (28) (152) (175) ----------- ----------- ----------- ----------- INCOME (LOSS) BEFORE INCOME TAXES (3,801) 310 (8,815) 1,635 PROVISION (BENEFIT) FOR INCOME TAXES (1,935) 421 (1,647) 919 ----------- ----------- ----------- ----------- NET INCOME (LOSS) $ (1,866) $ (111) $ (7,168) $ 716 =========== =========== =========== =========== Earnings (loss) per common share: Basic $ (0.21) $ (0.01) $ (0.82) $ 0.08 Diluted $ (0.21) $ (0.01) $ (0.82) $ 0.08 =========== =========== =========== =========== Shares used in computing earnings (loss) per common share: Basic 8,745,000 8,871,000 8,749,000 8,902,000 Dilutive effect of common stock equivalents -- -- -- 165,000 ----------- ----------- ----------- ----------- Diluted 8,745,000 8,871,000 8,749,000 9,067,000 =========== =========== =========== =========== THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS. 4
MITCHAM INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED) NINE MONTHS ENDED OCTOBER 31, -------------------- 2002 2001 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ (7,168) $ 716 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation 11,534 12,309 Benefit for doubtful accounts, net of charge offs (1,893) (49) Federal income taxes (32) 1,747 Changes in: Trade accounts receivable 2,180 (1,571) Accounts payable, accrued expenses and other current liabilities (6,255) (7,897) Other, net (340) (122) -------- -------- Net cash provided by (used in) operating activities (1,974) 5,133 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of seismic equipment held for lease (3,906) (8,722) Purchases of property and equipment (282) (46) Sale of marketable securities, net -- 7,085 Disposal of lease pool equipment 3,786 3,349 -------- -------- Net cash provided by (used in) investing activities (402) 1,666 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from long-term debt 2,000 1,200 Payments on short-term borrowings (1,357) (1,399) Proceeds from issuance of common stock upon exercise of warrants and options -- 214 Purchases of common stock for treasury (15) (1,218) -------- -------- Net cash provided by (used in) financing activities 628 (1,203) -------- -------- NET CHANGE IN CASH (1,748) 5,596 CASH, BEGINNING OF PERIOD 8,244 4,317 -------- -------- CASH, END OF PERIOD $ 6,496 $ 9,913 ======== ======== SEE ACCOMPANYING NOTES FOR NON-CASH INVESTING AND FINANCING ACTIVITIES. THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS. 5
MITCHAM INDUSTRIES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION The condensed consolidated financial statements of Mitcham Industries, Inc. ("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 consolidated 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-K for the year ended January 31, 2002. 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, 2002; the results of operations for the three and nine months ended October 31, 2002 and 2001; and cash flows for the nine months ended October 31, 2002 and 2001, 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, 2003. 2. COMMITMENTS AND CONTINGENCIES Legal Proceedings On or about April 23, 1998, several purported securities fraud class action lawsuits were filed against the Company, Billy F. Mitcham, Jr. and Roberto Rios ("Defendants") in the U.S. District Court for the Southern District of Texas, Houston Division. On August 10, 2001, facing protracted and expensive litigation, Defendants executed a final settlement agreement with Plaintiffs for $2.7 million, paid by the Company and its insurance carrier. On December 10, 2001, the Court approved the settlement agreement, certified the class for settlement purposes only, and entered a Final Judgment and Order dismissing all the class action lawsuits with prejudice. The Company is also involved in claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company's financial position, results of operations or liquidity. 3. INCOME TAXES During the quarter ended October 31, 2002, the Company recorded a net tax benefit in the amount of $1,935,000. The current benefit resulted from the Company amending previously filed federal tax returns to take advantage of recently enacted tax laws allowing for the carry back of items for additional years. The Company received the tax refund during the current quarter. During the quarter ended April 30, 2002, the Company recorded tax expense in the amount of $288,000, which reflected an excess refund from the Internal Revenue Service which the Company received in prior fiscal years. This estimate of taxes differs from an expected statutory rate because the Company was in a tax loss position and increased its valuation allowance on its deferred tax assets. 6
4. SUPPLEMENTAL CASH FLOW INFORMATION Supplemental disclosures of cash flow information for the nine months ended October 31, 2002 and 2001 are as follows: NINE MONTHS ENDED OCTOBER 31, ----------------------------- 2002 2001 ----------- ----------- Interest paid $ 293,000 $ 435,000 Taxes paid (refunded), net (1,647,000) (942,000) Seismic equipment acquired as recovery of previously written off receivables 1,902,000 -- Seismic equipment acquired in exchange for cancellation of accounts receivable 3,000 -- 5. RECLASSIFICATIONS Certain 2001 amounts have been reclassified to conform to 2002 presentation. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW The Company's sales are directly related to the level of worldwide oil and gas exploration activities and the profitability and cash flows of oil and gas companies and seismic contractors, which in turn are affected by expectations regarding the supply and demand for oil and natural gas, energy prices and finding and development costs. The Company leases and sells seismic data acquisition 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. The majority of all leases at October 31, 2002 were for a term of one year or less. Seismic equipment held for lease is carried at cost, net of accumulated depreciation. Through its wholly-owned subsidiary, Drilling Services, Inc. ("DSI"), the Company provides front-end services to seismic data acquisition contractors. Such services typically include seismic survey program design, quality control, permit acquisition, geographical surveying and shot hole drilling. SEASONALITY Historically, seismic equipment leasing has been susceptible to weather patterns in certain geographic regions. There is some seasonality to the Company's expected lease revenues, especially from customers operating in Canada, where a significant percentage of seismic survey activity occurs in the winter months, from November through March. During the months in which the weather is warmer, certain areas are not accessible to trucks, earth vibrators and other 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 fiscal quarters. CHANGES IN KEY SUPPLIER AGREEMENTS THE SERCEL LEASE AGREEMENT The Company is currently negotiating with Sercel, a major manufacturer of 3-D seismic data acquisition equipment, to extend the Exclusive Equipment Lease Agreement, which will expire by its terms on December 31, 2002. Under the Agreement, the Company acts as Sercel's exclusive third-party worldwide short-term (for leases of a duration of less than one year) leasing representative and Sercel will refer to the Company all requests it receives to lease Sercel 3-D data acquisition equipment and other field equipment. Except for the fact that Sercel may 7
engage in short-term leasing directly to its customers and affiliates, Sercel may not recommend or suggest any competitor of the Company as a potential lessor of such data acquisition equipment. THE SERCEL SALES AGREEMENT Through Mitcham Canada Ltd., the Company's wholly-owned subsidiary, the Company entered into the Commercial Representation Agreement (the "Sercel Sales Agreement") with Georex, Inc., a wholly-owned subsidiary of Sercel, under which the Company is Sercel's designated sales representative in Canada for its seismic data acquisition and other field equipment, subject to termination by either party on 90 days' prior written notice. On October 28, 2002, the Company was notified by Sercel that Sercel will terminate the Sercel Sales Agreement effective 90 days from the date of the notice. RESULTS OF OPERATIONS For the three months ended October 31, 2002 and 2001 For the quarter ended October 31, 2002, total revenues decreased approximately $3.6 million to $4.0 million from $7.7 million in the corresponding period of the prior year. This decrease in revenues is attributable to a weakening demand for equipment rentals in South America and the U.S. during the quarter, partially offset by the inclusion of operations of the Company's new subsidiary, DSI, which was formed in January 2002. The Company's core equipment leasing revenues decreased approximately $3.5 million from the prior year, but was partially offset by $1.4 million in front-end services revenues generated by DSI during the quarter. For the quarter ended October 31, 2002, the Company recorded $922,000 in equipment sales, generating a gross margin of 30%. In the prior year's comparable quarter, the Company recorded $2.4 million in equipment sales that generated a gross margin of 24%. Gross margins on equipment sales may vary significantly between periods due to the mix of new versus older equipment being sold. General and administrative expenses increased $212,000 from the corresponding prior year period primarily due to the inclusion of the results of DSI in the current quarter. The increase in expenses is primarily due to an increase in insurance, rent and utilities, and compensation expenses, partially offset by a decrease in professional fees and state franchise tax expense. Depreciation expense for the quarter ended October 31, 2002 decreased by $178,000, or 5%, to $3.7 million from $3.9 million for the same period last year. The decrease is primarily the result of some older equipment becoming fully depreciated during the last fiscal year coupled with the Company's decrease in capital additions to the seismic equipment lease pool during the past year. The Company's seismic equipment lease pool decreased $4.6 million, on a cost basis, to $85.7 million at October 31, 2002, from $90.4 million at January 31, 2002. The Company recorded a net loss for the quarter ended October 31, 2002 in the amount of $1.9 million compared to a net loss of $111,000 for the same period of the previous year. For the nine months ended October 31, 2002 and 2001 For the nine months ended October 31, 2002, total revenues decreased by $9.3 million to $13.5 million from $22.8 million in the corresponding period of the prior year. The Company's core equipment leasing revenues decreased $11.2 million during the current fiscal year as compared to the comparable period in the prior year. Fiscal 2003 revenues through October 31, 2002 reflect a significant decrease in leasing revenues ($11.2 million) and a slight decrease in equipment sales revenues ($.9 million), partially offset by the inclusion of operations of the Company's new subsidiary, DSI, which was formed in late January 2002. Front-end services revenues recorded during the nine months ended October 31, 2002 amounted to $2.7 million. The decrease in leasing revenues is primarily attributable to a weakening demand for equipment rentals in South America and the U.S. during the current period versus the comparable period of the prior year. 8
During the nine months ended October 31, 2002, equipment sales totaled $4.9 million and generated a gross margin of 17% as compared to sales of $5.8 million and a gross margin of 35% for the same period in 2001. Sales made during the current period consisted mainly of newer equipment, yielding low gross margins. Gross margins on equipment sales may vary significantly between periods due to the mix of new versus older equipment being sold. General and administrative expenses increased by $846,000 from the corresponding prior year period mainly due to the inclusion of the results of DSI in the current period. The increase in expenses is primarily due to an increase in insurance, compensation expenses, franchise taxes, professional fees, customer relations, and rent and utilities. Depreciation expense for the nine months ended October 31, 2002 decreased by $.8 million, or 6%, to $11.5 million from $12.3 million for the same period last year. The decrease is primarily the result of some older equipment becoming fully depreciated during the last fiscal year coupled with the Company's decrease in capital additions to the seismic equipment lease pool during the past year. The Company's seismic equipment lease pool decreased $4.6 million, on a cost basis, to $85.7 million at October 31, 2002, from $90.4 million at January 31, 2002. During the nine months ended October 31, 2002, the Company recorded a non-cash net benefit for doubtful accounts in the amount of $1.7 million. This amount represents recoveries of receivables written off in the prior fiscal year in the form of seismic equipment that the Company accepted as a settlement related to a former customer which ceased operations last year. The equipment was valued based on a fair value appraisal of the equipment received. During the nine months ended October 31, 2001, the Company recorded a $125,000 provision for doubtful accounts. The Company recorded a net loss for the nine months ended October 31, 2002 in the amount of $7.2 million, compared to net income of $.7 million for the same period of the previous year. LIQUIDITY AND CAPITAL RESOURCES As of October 31, 2002, the Company had net working capital of approximately $3.9 million as compared to net working capital of $.8 million at January 31, 2002. Historically, the Company's principal liquidity requirements and uses of cash have been for capital expenditures and working capital and our principal sources of cash have been cash flows from operations and issuances of equity securities. Net cash used in operating activities for the nine months ended October 31, 2002 was $2.0 million, as compared to net cash provided by operating activities of $5.1 million for the nine months ended October 31, 2001. At October 31, 2002, the Company had trade accounts receivable of $.7 million that were more than 90 days past due. At October 31, 2002, the Company's allowance for doubtful accounts was approximately $1.3 million, which management believes is sufficient to cover any losses in its trade accounts receivable and notes receivable. On November 10, 2000, the Company closed an $8.5 million term loan with First Victoria National Bank. The loan amortized over 48 months at an interest rate of prime plus 1/2%, adjusted daily. The first three monthly payments were interest only, with the remaining 45 monthly payments being interest and principal in the approximate amount of $229,000. In February 2002, the Company renegotiated its term loan, the remaining outstanding principal balance of which was then $6.5 million, and borrowed an additional $2.0 million. Beginning in March 2002, the 48 monthly payments of principal and interest are approximately $197,000. The loan is collateralized by the lease pool equipment purchased for the Company's fiscal 2001 winter capital expenditure program. Additionally, during fiscal 2002 the Company borrowed $75,000 under a separate loan agreement in connection with its acquisition of assets related to the formation of DSI. This term loan is payable in four quarterly 9
installments of principal and interest totaling approximately $19,000, beginning in March 2002 and ending in December 2002; the interest rate is prime minus 1%. During the current quarter, the Company executed a premium finance agreement with First Insurance Funding Corp. to finance its annual insurance premiums. The nine-month note bears interest at the rate of 5.8% with monthly payments of $45,000. As of October 31, 2002, the unpaid balance of the note was approximately $313,000. Capital expenditures for the nine months ended October 31, 2002 totaled approximately $4.2 million compared to capital expenditures of $8.8 million for the corresponding period in the prior year. The Company regularly evaluates opportunities to expand its business activities within the oil service industry, particularly in the seismic sector. As such, the Company may expend cash to capitalize on strategic acquisitions, if one or more are presented. At the present time, management believes that cash on hand and cash provided by future operations will be sufficient to fund its anticipated capital and liquidity needs over the next twelve months. However, should demand warrant, the Company may pursue additional borrowings to fund capital expenditures. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company operates internationally, giving rise to exposure to market risks from changes in foreign exchange rates to the extent that transactions are not denominated in U.S. dollars. The Company typically denominates the majority of its lease and sales contracts in U.S. dollars to mitigate the exposure to fluctuations in foreign currencies. ITEM 4. CONTROLS AND PROCEDURES (a) Evaluation of disclosure controls and procedures. Within the 90 days prior to the date of this report, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Executive Vice President -- Finance (the "Certifying Officers"), of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon that evaluation, the Certifying Officers concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information required to be included in the Company's periodic SEC filings. (b) Changes in internal controls. Since the date of the evaluation, there have been no significant changes to the Company's internal controls or in other known factors that could significantly affect internal controls in the future, and there have been no corrective actions due to significant deficiencies or material weaknesses. FORWARD-LOOKING STATEMENTS AND RISK FACTORS Certain information contained in this Quarterly Report on Form 10-Q (including statements contained in Part I, Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations" and in Part II, Item 1. "Legal Proceedings"), as well as other written and oral statements made or incorporated by reference from time to time by the Company and its representatives in other reports, filings with the Securities and Exchange Commission, press releases, conferences, or otherwise, may be deemed to be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. This information includes, without limitation, statements concerning the Company's future financial position and results of operations; planned capital expenditures; business strategy and other plans for future operations; the future mix of revenues and business; commitments and contingent liabilities; and future demand for the Company's services and predicted improvement in energy industry and seismic service industry conditions. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. When used in this report, the words "anticipate," "believe," "estimate," "expect," "may," 10
and similar expressions, as they relate to the Company and its management, identify forward-looking statements. The actual results of future events described in such forward-looking statements could differ materially from the results described in the forward-looking statements due to the risks and uncertainties set forth below and elsewhere within this Quarterly Report on Form 10-Q. RECOVERY OF DEMAND FOR LAND BASED SEISMIC DATA NOT ASSURED Demand for the Company's services depends on the level of spending by oil and gas companies for exploration, production and development activities, as well as on the number of crews conducting land and transition zone seismic data acquisition worldwide, and especially in North America. Due to the significant decrease in world oil prices in 1998, demand for the Company's services both in Canada and worldwide declined dramatically in the fourth quarter of fiscal 1999 and despite a subsequent recovery in oil and natural gas prices, seismic activity has remained at historically low levels since that time. LOSS OF SIGNIFICANT CUSTOMERS WOULD ADVERSELY AFFECT THE COMPANY The Company typically leases and sells significant amounts of seismic equipment to a relatively small number of customers, the composition of which changes from year to year as leases are initiated and concluded and as customers' equipment needs vary. Therefore, at any one time, a large portion of the Company's revenues may be derived from a limited number of customers. In the fiscal years ended January 31, 2000, 2001 and 2002, the single largest customer accounted for approximately 17%, 21% and 22%, respectively, of the Company's total revenues. Because the Company's customer base is relatively small, the loss of one or more customers for any reason would adversely affect the Company's results of operations. SIGNIFICANT DEFAULTS OF PAST-DUE CUSTOMER ACCOUNTS WOULD ADVERSELY AFFECT THE COMPANY'S RESULTS OF OPERATIONS The Company has approximately $3.6 million of customer accounts and notes receivable at October 31, 2002, of which $.7 million is over ninety days past due. At October 31, 2002, the Company has an allowance of $1.3 million to cover losses in its receivable balances. Significant payment defaults by its customers in excess of the allowance would have a material adverse effect on the Company's financial position and results of operations. INTERNATIONAL ECONOMIC AND POLITICAL INSTABILITY COULD ADVERSELY AFFECT THE COMPANY'S RESULTS OF OPERATIONS The Company's results of operations are dependent upon the current political and economic climate of several international countries in which its customers either operate or are located. International sources (including Canada) accounted for approximately 80% of the Company's revenues in the fiscal year ended January 31, 2002, and 32% of internationally-sourced revenues were attributable to lease and sales activities in South America. Since the majority of the Company's lease and sales contracts with its customers are denominated in U.S. dollars, there is little risk of loss from fluctuations in foreign currencies. However, the Company's internationally-sourced revenues are still subject to the risk of currency exchange controls (in which payment could not be made in U.S. dollars), taxation policies, and appropriation, as well as to political turmoil, civil disturbances, armed hostilities, and other hazards. THE COMPANY MUST CONTINUALLY OBTAIN ADDITIONAL LEASE CONTRACTS The Company's seismic equipment leases typically have a term of three to nine months and provide gross revenues that recover only a portion of the Company's capital investment. The Company's ability to generate lease revenues and profits is dependent on obtaining additional lease contracts after the termination of an original lease. However, lessees are under no obligation to, and frequently do not, continue to lease seismic equipment after the expiration of a lease. Although the Company has been successful in obtaining additional lease contracts with other lessees after the termination of the original leases, there can be no assurance that it will continue to do so. The 11
Company's failure to obtain additional leases or extensions beyond the initial lease term would have a material adverse effect on its operations and financial condition. DEPENDENCE ON KEY PERSONNEL The Company's success is dependent on, among other things, the services of certain key personnel, including specifically Billy F. Mitcham, Jr., Chairman of the Board, President and Chief Executive Officer of the Company. Mr. Mitcham's employment agreement had an initial term through January 15, 2002, and is automatically extended on a year-to-year basis until terminated by either party giving 30 days notice prior to the end of the current term (subject to earlier termination on certain stated events). The agreement prohibits Mr. Mitcham from engaging in any business activities that are competitive with the Company's business and from diverting any of the Company's customers to a competitor for two years after the termination of his employment. The loss of the services of Mr. Mitcham could have a material adverse effect on the Company. THE COMPANY'S SEISMIC LEASE POOL IS SUBJECT TO TECHNOLOGICAL OBSOLESCENCE The Company has a substantial capital investment in seismic data acquisition equipment. The development by manufacturers of seismic equipment of newer technology systems or component parts that have significant competitive advantages over seismic systems and component parts now in use could have an adverse effect on the Company's ability to profitably lease and sell its existing seismic equipment. Significant improvements in technology may also require the Company to recognize an asset impairment charge to its lease pool investment, and to correspondingly invest significant sums to upgrade or replace its existing lease pool with newer-technology equipment demanded by its customers. WEATHER CONDITIONS CAUSE SEASONAL RESULTS The first and fourth quarters of the Company's fiscal year have historically accounted for a greater portion of the Company's revenues than do the second and third quarters of its fiscal year. This seasonality in revenues is primarily due to the increased seismic survey activity in Canada from November through March, which affects the Company due to its significant Canadian operations. This seasonal pattern may cause the Company's results of operations to vary significantly from quarter to quarter. Accordingly, period-to-period comparisons are not necessarily meaningful and should not be relied on as indicative of future results. COMPETITION Competition in the leasing of seismic equipment is fragmented, and the Company is aware of several companies that engage in seismic equipment leasing. The Company believes that its competitors, in general, do not have as extensive a seismic equipment lease pool as does the Company. The Company also believes that its competitors do not have similar exclusive lease referral agreements with suppliers. Competition exists to a lesser extent from seismic data acquisition contractors that may lease equipment that is temporarily idle. The Company has several competitors engaged in seismic equipment leasing and sales, including seismic equipment manufacturers, companies providing seismic surveys and oil and gas exploration companies that use seismic equipment, many of which have substantially greater financial resources than the Company. There are also 12
several smaller competitors who, in the aggregate, generate significant revenue from the sale of seismic survey equipment. Pressures from existing or new competitors could adversely affect the Company's business operations. VOLATILE STOCK PRICES AND NO PAYMENT OF DIVIDENDS Due to current energy industry conditions, energy and energy service company stock prices, including the Company's stock price, have been extremely volatile. Such stock price volatility could adversely affect the Company's business operations by, among other things, impeding its ability to attract and retain qualified personnel and to obtain additional financing if such financing is ever needed. The Company has historically not paid dividends on its common stock and does not anticipate paying dividends in the foreseeable future. POSSIBLE ADVERSE EFFECT OF ANTI-TAKEOVER PROVISIONS; POTENTIAL ISSUANCE OF PREFERRED STOCK Certain provisions of the Company's Articles of Incorporation and the Texas Business Corporation Act may tend to delay, defer or prevent a potential unsolicited offer or takeover attempt that is not approved by the Board of Directors but that the Company's shareholders might consider to be in their best interest, including an attempt that might result in shareholders receiving a premium over the market price for their shares. Because the Board of Directors is authorized to issue preferred stock with such preferences and rights as it determines, it may afford the holders of any series of preferred stock preferences, rights or voting powers superior to those of the holders of common stock. Although the Company has no shares of preferred stock outstanding and no present intention to issue any shares of its preferred stock, there can be no assurance that the Company will not do so in the future. LIMITATION ON DIRECTORS' LIABILITY The Company's Articles of Incorporation provide, as permitted by governing Texas law, that a director of the Company shall not be personally liable to the Company or its shareholders for monetary damages for breach of fiduciary duty as a director, with certain exceptions. These provisions may discourage shareholders from bringing suit against a director for breach of fiduciary duty and may reduce the likelihood of derivative litigation brought by shareholders on behalf of the Company against a director. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS On or about April 23, 1998, several purported securities fraud class action lawsuits were filed against the Company, Billy F. Mitcham, Jr. and Roberto Rios ("Defendants") in the U.S. District Court for the Southern District of Texas, Houston Division. On August 10, 2001, facing protracted and expensive litigation, Defendants executed a final settlement agreement with Plaintiffs for $2.7 million, paid by the Company and its insurance carrier. On December 10, 2001, the Court approved the settlement agreement, certified the class for settlement purposes only, and entered a Final Judgment and Order dismissing all the class action lawsuits with prejudice. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (A) EXHIBITS The following documents are filed as exhibits to this Report: 99.1 -- Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 99.2 -- Certification of the Executive Vice President - Finance pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 (B) REPORTS ON FORM 8-K None. 13
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 thereunto duly authorized. MITCHAM INDUSTRIES, INC. Date: December 13, 2002 /S/ CHRISTOPHER C. SIFFERT ------------------------------- CHRISTOPHER C. SIFFERT, CORPORATE CONTROLLER (AUTHORIZED OFFICER AND PRINCIPAL ACCOUNTING OFFICER) 14
CERTIFICATIONS I, Billy F. Mitcham, Jr., certify that: (1) I have reviewed this quarterly report on Form 10-Q of Mitcham Industries, Inc.; (2) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; (3) Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; (4) The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; (5) The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and (6) The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. /s/ Billy F. Mitcham, Jr. - ------------------------- Billy F. Mitcham, Jr. Chief Executive Officer December 13, 2002 15
I, P. Blake Dupuis, certify that: (1) I have reviewed this quarterly report on Form 10-Q of Mitcham Industries, Inc.; (2) Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; (3) Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; (4) The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; (5) The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and (6) The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. /s/ P. Blake Dupuis - ---------------------------- P. Blake Dupuis Executive Vice President - Finance December 13, 2002 16
EXHIBITS INDEX EXHIBIT NO. IDENTIFICATION OF EXHIBIT - ------- ------------------------- 99.1 - Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, U.S.C. Section 1350 99.2 - Certification of the Executive Vice President - Finance Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, U.S.C. Section 1350 17
EXHIBIT 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Mitcham Industries, Inc. (the "Company") on Form 10-Q for the period ending October 31, 2002, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Billy F. Mitcham, Jr., Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Billy F. Mitcham, Jr. - ------------------------- Billy F. Mitcham, Jr. Chief Executive Officer December 13, 2002 18
EXHIBIT 99.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Mitcham Industries, Inc. (the "Company") on Form 10-Q for the period ending October 31, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, P. Blake Dupuis, Executive Vice President - Finance of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ P. Blake Dupuis - ------------------- P. Blake Dupuis Executive Vice President - Finance December 13, 2002 19