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 APRIL 30, 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.)
44000 HIGHWAY 75 SOUTH
HUNTSVILLE, TEXAS 77340
(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: 8,750,601 shares of Common
Stock, $0.01 par value, were outstanding as of June 12, 2002.
MITCHAM INDUSTRIES, INC.
INDEX
<Table>
<Caption>
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........................................................ 6
Item 3. Quantitative and Qualitative Disclosures About Market Risk....................... 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings................................................................ 11
Item 6. Exhibits and Reports on Form 8-K................................................. 11
Signatures....................................................................... 12
</Table>
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MITCHAM INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<Table>
<Caption>
April 30, January 31,
2002 2002
--------- -----------
(Unaudited)
ASSETs
CURRENT ASSETS:
Cash $ 5,038 $ 8,244
Accounts receivable, net 3,874 3,431
Notes receivable 1,064 851
Prepaid expenses and other current assets 531 407
-------- --------
Total current assets 10,507 12,933
Seismic equipment lease pool, property and equipment 87,371 90,381
Accumulated depreciation of seismic equipment lease pool,
property and equipment (44,719) (44,814)
Notes receivable 250 275
Other assets 19 20
-------- --------
Total assets $ 53,428 $ 58,795
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 3,238 $ 8,659
Current maturities - long-term debt 2,039 2,515
Deferred revenue 147 314
Accrued wages 336 265
Accrued expenses and other current liabilities 426 360
-------- --------
Total current liabilities 6,186 12,113
Long-term debt 6,214 4,079
-------- --------
Total liabilities 12,400 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, 907,200 shares (4,671) (4,671)
Accumulated deficit (14,078) (12,023)
Accumulated other comprehensive loss (2,134) (2,614)
-------- --------
Total shareholders' equity 41,028 42,603
-------- --------
Total liabilities and shareholders' equity $ 53,428 $ 58,795
======== ========
</Table>
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)
<Table>
<Caption>
THREE MONTHS ENDED
APRIL 30,
-------------------------------
2002 2001
----------- -----------
REVENUES:
Equipment leasing $ 3,480 $ 6,255
Equipment sales and other 3,580 818
Front-end services 327 --
----------- -----------
Total revenues 7,387 7,073
COSTS AND EXPENSES:
Direct costs 690 878
Cost of other equipment sales 3,192 530
General and administrative 1,384 1,073
Provision for doubtful accounts -- 25
Depreciation 3,863 3,987
----------- -----------
Total costs and expenses 9,129 6,493
----------- -----------
OPERATING INCOME (LOSS) (1,742) 580
Other income (expense) - net (24) (87)
----------- -----------
INCOME (LOSS) BEFORE INCOME TAXES (1,766) 493
PROVISION FOR INCOME TAXES 288 --
----------- -----------
NET INCOME (LOSS) $ (2,054) $ 493
=========== ===========
Earnings (loss) per common share
Basic $ (.23) $ .06
Diluted $ (.23) $ .05
=========== ===========
Shares used in computing earnings (loss) per common share
Basic 8,751,000 8,917,000
Dilutive effect of common stock equivalents -- 214,000
----------- -----------
Diluted 8,751,000 9,131,000
=========== ===========
</Table>
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)
<Table>
<Caption>
THREE MONTHS ENDED
APRIL 30,
-------------------------
2002 2001
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (2,054) $ 493
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation 3,863 3,987
Provision for doubtful accounts, net of charge offs -- 25
Deferred income taxes -- 79
Changes in:
Trade accounts receivable (661) 743
Accounts payable, accrued expenses and other current liabilities (5,450) (7,596)
Other, net (123) 11
-------- --------
Net cash used in operating activities (4,425) (2,258)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of seismic equipment held for lease (3,588) (4,380)
Purchases of property and equipment (51) (37)
Sale (purchase) of marketable securities, net -- 6,017
Disposal of lease pool equipment 3,199 359
-------- --------
Net cash provided by (used in) investing activities (440) 1,959
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt 2,000 1,200
Payments on short-term borrowings (341) (501)
Purchases of common stock for treasury -- (522)
-------- --------
Net cash provided by financing activities 1,659 177
-------- --------
NET DECREASE IN CASH (3,206) (122)
CASH, BEGINNING OF PERIOD 8,244 4,317
-------- --------
CASH, END OF PERIOD $ 5,038 $ 4,195
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest $ 105 $ 129
Income taxes $ -- $ --
======== ========
</Table>
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 April 30, 2002; the results of operations for the three
months ended April 30, 2002 and 2001; and cash flows for the three
months ended April 30, 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 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
For the quarter ended April 30, 2002, the Company recorded tax expense
in the amount of $288,000. The current expense reflects an excess
refund from the Internal Revenue Service which the Company received in
prior fiscal years, versus an estimated tax liability related to the
current quarter's operations. The Company reflected no tax expense for
the quarter ended April 30, 2001. 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.
4. RECLASSIFICATIONS
Certain 2001 amounts have been reclassified to conform to 2002
presentation. Such reclassifications had no effect on net income
(loss).
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
6
costs. The Company believes that during the latter half of 1998, the exploration
and production companies anticipated an extended period of low oil and gas
prices and began to reduce their intended levels of expenditures for seismic
data. Consolidation within the oil industry has also delayed seismic data
acquisition projects. Declines in oil and natural gas prices, or expectations
that the recent improvement in oil and natural gas prices will not hold, could
cause the Company's customers to alter their spending plans and adversely affect
the Company's results of operation and financial condition.
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 April 30, 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 October 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.
However, 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 remained at historically low levels since that
time.
RESULTS OF OPERATIONS
For the three months ended April 30, 2002 and 2001
For the first quarter ended April 30, 2002 total revenues increased
slightly to $7.4 million from $7.1 million in the corresponding period of the
prior year. This increase is attributable to the inclusion of operations of the
Company's new subsidiary, DSI, which was formed in late January 2002. The
Company's core equipment leasing revenues decreased approximately $2.8 million
from the prior year, but was offset by a $2.8 million increase in seismic
equipment sales. The decrease in leasing revenues is a reflection of the
weakening demand for equipment that the Company has experienced in South America
and the U.S. during the quarter.
For the quarter ended April 30, 2002, the Company recorded
approximately $3.6 million in equipment sales, generating a gross margin of 11%.
Sales made during the current quarter consisted mainly of newer equipment. In
the prior year, the Company recorded $818,000 in equipment sales that generated
a gross margin of 35%. 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 for the quarter ended April 30,
2002, increased $311,000 from the corresponding prior year period, partially due
to the inclusion of the results of DSI in the current quarter. The increase in
expenses is primarily due to an increase in professional fees, insurance, rent
and utilities, and compensation expenses, partially offset by a decrease in
customer relation expenses and franchise taxes.
Depreciation expense for the quarter ended April 30, 2002 decreased
$124,000, or 3%, to $3.9 million from $4.0 million for the same period last
year. The decrease is primarily the result of the Company selling some newer,
lesser-depreciated equipment coupled with some older equipment becoming fully
depreciated during the last fiscal year. The Company's seismic equipment lease
pool decreased $3.0 million, on a cost basis, to $87.4 million at
7
April 30, 2002, from $90.4 million at January 31, 2002.
The Company recorded a net loss for the first quarter ended April 30,
2002 in the amount of $2,054,000, compared to net income of $493,000 for the
same period of the previous year.
LIQUIDITY AND CAPITAL RESOURCES
As of April 30, 2002, the Company had net working capital of
approximately $4.3 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 quarter ended
April 30, 2002 was $4.4 million, as compared to net cash used in operating
activities of $2.3 million for the quarter ended April 30, 2001.
At April 30, 2002, the Company had trade accounts receivable of $1.3
million that were more than 90 days past due. At April 30, 2002, the Company's
allowance for doubtful accounts was approximately $1.5 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 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%.
Capital expenditures for the quarter ended April 30, 2002 totaled
approximately $3.6 million compared to capital expenditures of $4.4 million for
the corresponding period in the prior year. 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.
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
8
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," 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 remained at historically low levels since that time. Any future fluctuations
in the price of oil and gas in response to relatively minor changes in the
supply and demand for oil and gas will continue to have a major effect on
exploration, production and development activities and thus, on the demand for
the Company's services.
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 had approximately $6.6 million of customer accounts and notes
receivable at April 30, 2002, of which $1.3 million is over ninety days past
due. At April 30, 2002, the Company has an allowance of $1.5 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
9
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
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. In particular,
the Exclusive Equipment Lease Agreement with Sercel is terminable at such time
as he is no longer employed by the Company in a senior management capacity.
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 October
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.
DISRUPTION IN SUPPLIER RELATIONSHIPS COULD ADVERSELY AFFECT THE COMPANY
The Company has and continues to rely on purchase agreements with Sercel.
To a lesser extent, the Company also relies on its suppliers for lease
referrals. The termination of these agreements for any reason could materially
adversely affect the Company's business. Any difficulty in obtaining seismic
equipment from suppliers could have a material adverse effect on the Company's
business, financial condition and results of operations.
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.
10
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 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 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) REPORTS ON FORM 8-K
None.
(b) EXHIBITS
None.
11
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: June 14, 2002 /s/ CHRISTOPHER C. SIFFERT
--------------------------------------
CHRISTOPHER C. SIFFERT
CORPORATE CONTROLLER
(AUTHORIZED OFFICER AND PRINCIPAL
ACCOUNTING OFFICER)
12