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
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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