<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
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(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE PERIOD ENDED JULY 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
OF 1934
COMMISSION FILE NUMBER 1-13490
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MITCHAM INDUSTRIES, INC.
(Name of small business issuer as specified in its charter)
<TABLE>
<S> <C>
TEXAS 76-0210849
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
</TABLE>
44000 HIGHWAY 75 SOUTH
HUNTSVILLE, TEXAS 77340
(Address of principal executive offices)
(409) 291-2277
(Issuer's telephone number)
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Check whether the issuer (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 7,380,639 shares of Common
Stock, $.01 par value, were outstanding as of August 22, 1997.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
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MITCHAM INDUSTRIES, INC.
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
<S> <C> <C>
Item 1 Financial Statements . . . . . . . . . . . . . . . . . . 3
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . 7
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders . . . 11
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . 12
Signature . . . . . . . . . . . . . . . . . . . . . . . . 12
</TABLE>
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MITCHAM INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(In Thousands)
ASSETS
<TABLE>
<CAPTION>
JULY 31, JANUARY 31,
1997 1997
----------- -----------
(UNAUDITED)
<S> <C> <C>
Current assets:
Cash.............................................. $ 8,007 $ 301
Accounts receivable, net.......................... 6,303 3,598
Installment trade receivables..................... 6,677 1,141
Inventory......................................... 663 473
Prepaid expenses and other current assets......... 77 100
Deferred income taxes............................. 117 --
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Total current assets...................... 21,844 5,613
Seismic equipment lease pool, net of accumulated
depreciation................................... 21,716 17,963
Property and equipment, net of accumulated
depreciation................................... 745 619
Other assets...................................... 50 98
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Total assets.............................. $44,355 $24,293
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Notes payable to bank............................. $ -- $ 999
Current installments of long-term debt............ -- 938
Accounts payable.................................. 4,856 1,941
Income taxes payable.............................. 60 267
Deferred income taxes payable..................... -- 902
Accrued liabilities and other current
liabilities.................................... 1,275 685
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Total current liabilities................. 6,191 5,732
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Long-term debt:
Long-term debt, net of current installments....... -- 2,674
Deferred income taxes............................... 1,769 645
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Total liabilities......................... 7,960 9,051
Commitments and contingencies
Shareholders' equity:
Preferred stock, $1.00 par value; 1,000,000 shares
authorized; none issued and outstanding........ -- --
Common stock, $.01 par value; 20,000,000 shares
authorized; 7,380,639 and 4,474,880 shares,
respectively, issued and outstanding........... 74 45
Additional paid-in capital........................ 27,025 8,819
Retained earnings................................. 9,291 6,378
Cumulative translation adjustment................. 5 --
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Total shareholders' equity................ 36,395 15,242
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Total liabilities and shareholders'
equity.................................. $44,355 $24,293
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</TABLE>
See accompanying notes.
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MITCHAM INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share data)
<TABLE>
<CAPTION>
Three months SIX MONTHS
ended July 31, ENDED JULY 31,
--------------------- ------------------------
1997 1996 1997 1996
--------- --------- ---------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Revenues:
Leases of seismic equipment.... $ 2,485 $1,142 $ 6,601 $2,946
Sales of seismic equipment..... 8,200 932 9,620 1,398
--------- --------- ------- ------
Total revenues.............. 10,685 2,074 16,221 4,344
--------- --------- ------- ------
Costs and expenses:
Seismic equipment subleases.... 131 64 173 111
Sales of seismic equipment..... 6,787 521 7,768 894
General and administrative..... 736 416 1,322 778
Provision for doubtful
accounts.................... 10 13 299 153
Depreciation................... 1,387 556 2,606 1,086
--------- --------- ------- ------
Total costs and expenses.... 9,051 1,570 12,168 3,022
--------- --------- ------- ------
Operating income................. 1,634 504 4,053 1,322
Other income (expense):
Interest, net.................. (15) (80) 140 (128)
Other, net..................... 175 150 221 169
--------- --------- ------- ------
Total other income
(expense)................. 160 70 361 41
--------- --------- ------- ------
Income before income taxes....... 1,794 574 4,414 1,363
Provision for income taxes....... 604 206 1,501 490
--------- --------- ------- ------
Net income....................... $1,190 $368 $ 2,913 $ 873
========= ========= ======= ======
Earnings per common and common
equivalent share:
Primary..................... $0.16 $0.08 $ 0.42 $ 0.20
========= ========= ======= ======
Shares used in computing earnings
per common and common
equivalent share:
Primary..................... 7,669,911 4,592,933 6 ,978,740 4,285,970
========= ========= ========== =========
</TABLE>
See accompanying notes.
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MITCHAM INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JULY 31,
--------------------------
1997 1996
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(UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net income.................................... $ 2,913 $ 873
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation................................ 2,606 1,086
Provision for doubtful accounts, net of
chargeoffs................................ 151 165
Deferred income taxes....................... 105
Trade accounts receivable................... (8,392) (1,146)
Accounts payable and other current
liabilities............................... 246 606
Other, net.................................. (114) (490)
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Net cash provided by (used in)
operating activities................. (2,485) 1,094
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Cash flows from investing activities:
Purchases of seismic equipment held for
lease....................................... (6,992) (1,849)
Purchases of property and equipment........... (187) (80)
Proceeds from sale of lease pool equipment and
property and equipment...................... 3,746 --
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Net cash used in investing
activities........................... (3,433) (1,929)
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Cash flows from financing activities:
Payments on short-term borrowings............. (1,937) (400)
Proceeds from long-term debt.................. -- 3,126
Payments on long-term debt and capitalized
lease obligations........................... (2,674) (476)
Proceeds from issuance of common stock, net of
offering expenses........................... 18,235 4,229
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Net cash provided by financing
activities........................... 13,624 6,479
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Net increase (decrease) in cash................. 7,706 5,644
Cash, beginning of period....................... 301 637
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Cash, end of period............................. $ 8,007 $ 6,281
======= =======
Supplemental cash flow information:
Cash paid for:
Interest.................................... $ 71 $ 191
Taxes....................................... 1,501 230
======= =======
Equipment purchases in accounts payable....... $ 3,052 $ 184
======= =======
</TABLE>
See accompanying notes.
5
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MITCHAM INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The 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 the generally
accepted accounting principles have been condensed or omitted pursuant
to such rules and regulations, although the Company believes that the
disclosures are adequate to make the information presented not
misleading. These condensed financial statements should be read in
conjunction with the financial statements and the notes thereto
included in the Company's latest Annual Report to Shareholders and the
Annual Report on Form 10-KSB for the year ended January 31, 1997. In
the opinion of the Company, all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the financial
position as of July 31, 1997, and the results of operations and cash
flows for the six months ended July 31, 1997 and 1996 have been
included. The foregoing interim results are not necessarily
indicative of the results of the operations for the full fiscal year
ending January 31, 1998.
2. As discussed in the Company's Annual Report on Form 10-KSB for the
fiscal year ended January 31, 1997, during March 1997 the Company
completed the successful public offering of a total of 3,450,000
shares of its common stock, par value $0.01, of which 2,875,000 shares
were sold by the Company and 575,000 shares were sold by the selling
shareholders. The net proceeds to the Company from the Offering
(after deducting underwriting discounts and commissions and estimated
expenses of the Offering) were approximately $18.2 million. Of the
net proceeds, the Company used $4.3 million to pay outstanding debt
owed to the Company's commercial lenders and $1.0 million for expenses
related to the opening of the Company's Calgary, Alberta, Canada
office. The Company plans to use the reminder of the net proceeds
primarily to purchase additional 3-D seismic data acquisition
equipment, improve computer inventory and tracking systems and for
general corporate purposes.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
In the normal course of its business, in an effort to keep its
shareholders and the investing public informed about the Company's operations,
the Company may issue or make certain statements that are or contain
forward-looking statements. The words "expect," "believe," "anticipate,"
"estimate" and similar words generally identify forward-looking statements.
Statements in this report that the Company considers forward-looking are
denoted with an *, and the following cautionary language applies to all such
statements, as well as any other statements in this report that are not based
on historical facts. Investors are cautioned that all forward-looking
statements involve risks and uncertainties and several factors could cause
actual results to differ materially from expected results reflected in the
forward-looking statements. Although the Company believes the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to be correct.
In particular, the Company may from time to time make forward-looking
statements relating to its revenue mix between seismic equipment sales and
leases and the related growth of each segment of the Company's business, future
capital expenditures and additions to the Company's lease pool, and prospects
for expansion, including international expansion, and related revenue growth.
The following factors, among others, could cause actual results to differ
materially from those reflected in forward-looking statements: 1) with respect
to its revenue mix and related growth of each segment of the Company's
business, uncertainties regarding customer determinations to lease versus
purchase seismic equipment and dependence upon suppliers; 2) with respect to
future capital expenditures and additions to the Company's lease pool,
uncertainties regarding continued available capital and regarding customer
demand that would warrant such expenditures and additions, and dependence upon
third party suppliers; and 3) with respect to prospects for expansion,
including international expansion, and related revenue growth, uncertainties
regarding availability of and customers' demand for different types of seismic
equipment as they are added to the lease pool, uncertainties associated with
international expansion, including political, social and economic instability,
exchange rate fluctuations and foreign governmental regulations, and
uncertainties regarding the continued demand for the Company's services.
OVERVIEW
The Company leases and sells seismic equipment primarily to seismic
data acquisition companies and oil and gas companies conducting land and
transition zone seismic surveys worldwide. The Company provides short-term
leasing of seismic equipment to meet a customer's requirements and offers
maintenance and support during the lease term. All leases at July 31, 1997 were
for a term of one year or less. Seismic equipment held for lease is carried at
cost, net of accumulated depreciation.
Revenues from foreign customers totaled $6.9 million for the second
quarter of fiscal 1998 and $1.2 million for the comparable prior year period,
increasing to $10.4 million for the six months ended July 31, 1997 as compared
to $2.4 million for the same prior year period. While most of the Company's
transactions with foreign customers are denominated in United States dollars,
some of the Company's transactions with Canadian customers are denominated in
Canadian dollars. The Company has not been subject to material gains or losses
resulting from currency fluctuations and has not engaged in currency hedging
activities.
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SEASONALITY
Historically, seismic equipment leasing has been susceptible to weather
patterns in certain geographic regions. There is some seasonality to the
Company's lease revenues from customers operating in Canada, where a significant
percentage of the seismic survey activity occurs in the winter months, from
October through March. During the months in which the weather is warmer, certain
areas are not accessible to trucks, earth vibrators and other heavy equipment
because of the unstable terrain. This seasonal leasing activity by the Company's
Canadian customers has historically resulted in increased lease revenues in the
Company's first and fourth fiscal quarters.
RESULTS OF OPERATIONS
For the three months ended July 31, 1997 and July 31, 1996
Revenues of $10.7 million for the three months ended July 31, 1997
increased 415% over revenues of $2.1 million for the same prior year period.
Leasing revenues increased by $1.3 million during the three months ended
July 31, 1997, a 118% increase as compared to leasing revenues for the same
prior year period. This increase reflected additions of lease fleet equipment
throughout fiscal 1997 and the first half of fiscal 1998 to meet lease demand.
Seismic equipment sales for the three months ended July 31, 1997 were $8.2
million, an increase of $7.3 million, or 780%, as compared to $932,000 for
the same prior year period. The increase in sales was due primarily to the
exercise of purchase options on leased equipment totaling $6.6 million. As
the Company continues to add new 3-D seismic equipment to its lease pool,
more customers are exercising their options to purchase the equipment at the
end of a lease term. However, management is continuing to pursue a growth
strategy primarily in its seismic equipment leasing business and does not
necessarily anticipate that equipment sales revenues will continue to
increase significantly either in dollar amount or as a percentage of total
revenues.*
Sublease costs (for equipment the Company does not ordinarily carry in
its lease pool and may sublease as an accommodation to customers) increased by
$67,000 and depreciation increased by $831,000 due primarily to an increase in
the lease fleet, resulting in an increase in net leasing revenues of $445,000.
Gross margins on seismic equipment sales were 17% and 44% for the
three months ended July 31, 1997 and 1996, respectively. Gross margins
decreased substantially in the quarter ended July 31, 1997 because the Company
sold primarily newer technology equipment when customers exercised purchase
options on leased equipment that had only recently been purchased and added to
the Company's lease pool. In the same prior year quarter and in the past, the
Company sold primarily older technology, fully depreciated equipment, yielding
significantly greater margins. In general, margins on sales of new and used
equipment vary based upon the size of the transaction, availability of the
equipment sold and the means by which the equipment was acquired. Higher
dollar transactions tend to yield lower margins than do lower dollar
transactions, while readily available equipment yields lower margins than
equipment that is difficult to locate. In addition, the Company's costs on a
specific piece of equipment may differ substantially based upon whether it was
acquired through a bulk purchase or a discrete search.
General and administrative expenses increased 77% or $320,000 in the
quarter ended July 31, 1997 as compared to the same prior year period.
Although general and administrative expenses increased, due in part to
increased personnel costs and costs associated with the office in Canada,
general and
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administrative expenses decreased as a percent of total revenues from 20% to 7%
between the two periods.
The Company's provision for doubtful accounts expense decreased to
$10,000 in the second quarter of fiscal 1997 from $13,000 in the same prior year
period. As of July 31, 1997, the Company's allowance for doubtful accounts
receivable amounted to $1.7 million, which is an amount management believes is
sufficient to cover any potential losses in trade accounts receivable as of that
date.*
Net income for the quarter ended July 31, 1997 was $1.2 million, which
increased by $822,000, or 223%, as compared to the same prior year period.
For the six months ended July 31, 1997 and July 31, 1996
Revenues of $16.2 million for the six months ended July 31, 1997 increased
273% over revenues of $4.3 million for the same prior year period. Leasing
services generated revenues of $6.6 million for the six months ended July 31,
1997, a $3.7 million, or 124% increase, compared to leasing revenues for the
same prior year period. This increase reflected additions to the equipment lease
pool throughout fiscal 1997 and the first two quarters of fiscal 1998. Seismic
equipment sales for the six months ended July 31, 1997 were $9.6 million, an
increase of $8.2 million, or 588%, from $1.4 million for the same prior year
period. The increase in sales was due primarily to the exercise of lease
purchase option contracts in the period totaling $7.5 million.
Sublease costs increased by $62,000 and depreciation increased by $1.5
million, or 56% and 140%, respectively, primarily due to an increase in the
equipment lease pool, resulting in an increase in net leasing revenues of $2.1
million.
Gross margins on seismic equipment sales were 19% and 36% for the six
months ended July 31, 1997 and 1996, respectively. Gross margins decreased
substantially in the six months ended July 31, 1997 because the Company sold
primarily newer equipment when customers exercised purchase options on leased
equipment that had only recently been purchased and added to the Company's
equipment lease pool. In the same prior year period and in the past, the Company
sold primarily older, fully depreciated equipment, yielding significantly
greater margins.
General and administrative expenses increased $544,000, or 70%, for the six
months ended July 31, 1997, as compared to the same prior year period. Although
general and administrative expenses increased due in part to increased personnel
costs and costs associated with the office in Canada, general and administrative
expenses decreased as a percentage of total revenues from 18% to 8% between the
two periods.
The Company's provision for doubtful accounts expense increased to $299,000
for the six months ended July 31, 1997 from $153,000 in the same prior year
period. The increase was a result of additional provisions for the allowance
account in connection with the bankruptcy filing of one of the Company's
customers, Grant Geophysical, Inc. ("Grant"). Provision for doubtful accounts
was 2% of total revenues in the six months ended July 31, 1997, as compared to
4% of total revenues in the same prior year period. As of July 31, 1997, the
Company's allowance for doubtful accounts was $1.7 million.
Net income for the six months ended July 31, 1997 was $2.9 million, which
increased by $2.0 million, or 234%, as compared to the same prior year period.
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LIQUIDITY AND CAPITAL RESOURCES
As of July 31, 1997, the Company had net working capital of
approximately $15.7 million and $5.0 million of availability under its bank
credit facilities. Net cash provided by operating activities for the six months
ended July 31, 1997 decreased by $3.6 million, as compared to the same prior
year period, primarily as a result of an increase in trade accounts receivable.
At July 31, 1997, the Company had trade receivables of $3.1 million that were
more than 90 days past due, with four customers owing an aggregate of $2.3
million of such amount. As of such date, the Company's allowance for doubtful
accounts was $1.7 million. In addition, at such date, the Company had
receivables due from one customer of approximately $539,000, $249,000 of which
was more than 12 months past due.
As of July 31, 1997, amounts due from Grant totaled $2.4 million, as a
result of the Company's $1.2 million sale to Grant in May 1997 of the seismic
equipment it was previously leasing. Because the profits on the sale of such
equipment have been deferred until payment is actually received, management did
not correspondingly increase its allowance for trade accounts receivable.
Grant's plan of reorganization was approved by the bankruptcy court on September
30, 1997. As of October 31, 1997, the Company had received payments from Grant
totaling $1.2 million, which represents final settlement on the amounts owed the
Company representing post-bankruptcy petition claims of approximately $1.6
million. The Company expects to collect one half of pre-bankruptcy petition
claims, which total approximately $755,000, prior to fiscal year end. The
Company is currently leasing seismic equipment to Grant.
During March 1997, the Company completed a public offering of 3,450,000
shares of Common Stock, of which 2,875,000 shares were sold by the Company and
575,000 shares were sold by selling shareholders. The net proceeds to the
Company from the offering (after deducting underwriting discounts and
commissions and expenses of the offering) were approximately $18.2 million. The
net proceeds were used to purchase additional 3-D seismic data acquisition
equipment, to pay outstanding debt to its commercial lender under a revolving
line of credit and a term loan and for certain other purposes.
The Company has established a revolving line of credit with Bank One,
Texas, N.A. ("Bank One") of up to $4.0 million (the "Equipment Revolver") to be
used solely for short-term financing of up to 75% of the seismic equipment
purchased by the Company for approved lease/purchase contracts, and a term loan
of $1.0 million (the "Term Loan") to be used solely for long-term financing of
up to 80% of the purchase price of other seismic equipment. Interest on the
Equipment Revolver and the Term Loan accrues at a floating rate of interest
equal to the Base Rate plus 0.5%. Interest on amounts advanced under the
Equipment Revolver is payable monthly, and the principal amount is due six
months after the date of the initial advance; provided, however, that if the
lessee under a lease/purchase contract does not purchase the seismic equipment
subject to the lease, and there has been no default (as defined) under the
lease, then the Company may extend the maturity date for an additional 18 months
(the "Extended Term"). In such event, the principal and interest on the amount
advanced under the Equipment Revolver would be payable in ratable monthly
installments over the Extended Term. Interest on and the principal amount of the
Term Loan are payable in ratable monthly installments over a two-year period
through and including January 1999. At October 31, 1997, the Company had not
drawn any amounts under the Equipment Revolver or the Term Loan.
Capital expenditures for the six months ended July 31, 1997 totaled
approximately $8.5 million and the Company has budgeted capital expenditures of
approximately $16.0 million for the 1998 fiscal year, including approximately
$10.0 million of 3-D seismic data acquisition equipment to be purchased with
the net proceeds of the Offering.* The Company has met or exceeded all minimum
purchase
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requirements for the quarter ended July 31, 1997 under its Exclusive Lease
Referral Agreement with Input/Output, Inc., and SERCEL, S.A., and any remaining
purchase requirements in fiscal year 1998 have been included in the Company's
budgeted capital expenditures. The Company believes that the net proceeds of
the Offering, cash provided by operations, and funds available from its
commercial lenders will be sufficient to fund its operations and budgeted
capital expenditures for the 1998 fiscal year.*
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Company held its Annual Meeting of Shareholders on June
11, 1997. Shareholders of record at the close of business on
April 30, 1997 were entitled to vote.
(b) The Shareholders elected each of the seven directors nominated
for the board of directors as follows:
<TABLE>
<CAPTION>
NAME OF NOMINEE FOR AGAINST ABSTAINING WITHHELD
<S> <C> <C> <C> <C>
Billy F. Mitcham, Jr. 6,583,038 -- -- 10,875
Roberto Rios 6,583,938 -- -- 9,975
William J. Sheppard 6,582,088 -- -- 11,825
Paul C. Mitcham 6,584,038 -- -- 9,875
John F. Schwalbe 6,577,488 -- -- 16,425
Randal Dean Lewis 6,576,438 -- -- 17,475
Gordon M. Greve 6,578,588 -- -- 15,325
</TABLE>
(c) The Shareholders ratified the appointment of Hein & Associates
as the Company's independent certified public accountants as
follows:
<TABLE>
<CAPTION>
For Against Abstain Non-vote
<S> <C> <C> <C>
6,679,788 19,650 17,470 --
</TABLE>
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 11: Computation of Earnings Per Common and Common
Equivalent Share for the six months ended July 31, 1997 and
1996.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
July 31, 1997.
SIGNATURE
In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: November 25, 1997
MITCHAM INDUSTRIES, INC.
/s/ ROBERTO RIOS
------------------------------------
ROBERTO RIOS,
VICE-PRESIDENT - FINANCE, SECRETARY AND TREASURER
(AUTHORIZED OFFICER AND PRINCIPAL ACCOUNTING
OFFICER)
12
