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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 JULY 31, 2000
[ ] 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.)
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: 9,001,912 shares of Common
Stock, $0.01 par value, were outstanding as of September 11, 2000.
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MITCHAM INDUSTRIES, INC.
INDEX
<TABLE>
<S> <C> <C>
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....................... 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings................................................................ 12
Item 4. Submission of Matters to a Vote of Security Holders.............................. 13
Item 6. Exhibits and Reports on Form 8-K................................................. 13
Signatures....................................................................... 14
</TABLE>
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MITCHAM INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
July 31, January 31,
ASSETS 2000 2000
------ ----------- -----------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash $ 1,268 $ 3,588
Marketable securities, at market 11,899 13,811
Accounts receivable, net 2,709 4,505
Notes receivable 1,614 1,183
Inventory 2,676 2,557
Income tax receivable 3,418 2,795
Deferred tax asset 335 220
Prepaid expenses and other current assets 482 175
--------- ---------
Total current assets 24,401 28,834
Seismic equipment lease pool, property and equipment 72,227 71,980
Accumulated depreciation of seismic equipment lease pool,
property and equipment (40,521) (36,697)
Notes receivable 775 1,100
Deferred tax asset 2,046 2,488
--------- ---------
Total assets $ 58,928 $ 67,705
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 2,202 $ 5,927
Deferred revenue 724 809
Accrued liabilities and other current liabilities 579 694
--------- ---------
Total current liabilities 3,505 7,430
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;
9,551,112 and 9,551,112 shares, respectively, issued 96 96
Additional paid-in capital 61,459 61,459
Treasury stock, at cost (2,738) -
Accumulated deficit (2,363) (620)
Cumulative translation adjustment (1,031) (660)
--------- ---------
Total shareholders' equity 55,423 60,275
--------- ---------
Total liabilities and shareholders' equity $ 58,928 $ 67,705
========= =========
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
3
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MITCHAM INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JULY 31, JULY 31,
------------------------- -------------------------
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
REVENUES:
Short-term leasing $ 2,232 $ 431 $ 5,188 $ 1,729
Leasing under lease/purchase agreements 342 18 368 202
Other equipment sales 1,623 176 2,749 339
--------- --------- --------- ---------
Total revenues 4,197 625 8,305 2,270
COSTS AND EXPENSES:
Direct costs 256 207 775 314
Cost of other equipment sales 970 1 1,806 110
General and administrative 1,120 858 2,043 1,950
Provision for doubtful accounts 25 75 75 125
Depreciation 2,932 2,347 5,992 4,598
--------- --------- --------- ---------
Total costs and expenses 5,303 3,488 10,691 7,097
--------- --------- --------- ---------
OPERATING LOSS (1,106) (2,863) (2,386) (4,827)
Other income - net 156 168 316 310
--------- --------- --------- ---------
LOSS BEFORE INCOME TAXES (950) (2,695) (2,070) (4,517)
BENEFIT FOR INCOME TAXES - (603) (327) (1,183)
--------- --------- --------- ---------
NET LOSS $ (950) $ (2,092) $ (1,743) $ (3,334)
========= ========= ========= ==========
Loss per common share:
Basic $ (0.10) $ (0.22) $ (0.19) $ (0.35)
Diluted $ (0.10) $ (0.22) $ (0.19) $ (0.35)
========= ========= ========= =========
Shares used in computing loss per common share:
Basic 9,191,000 9,551,000 9,315,000 9,550,000
Dilutive effect of common stock equivalents - - - -
--------- --------- --------- ---------
Diluted 9,191,000 9,551,000 9,315,000 9,550,000
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
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MITCHAM INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JULY 31,
--------------------------
2000 1999
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (1,743) $ (3,334)
Adjustments to reconcile net loss to net cash flows
provided by operating activities:
Depreciation 5,992 4,598
Provision for doubtful accounts, net of charge offs 74 (591)
Inventory (238) (55)
Accounts receivable 1,460 4,327
Federal income taxes (295) (1,695)
Accounts payable and other current liabilities (3,799) (593)
Other assets (286) (108)
--------- -------
Net cash provided by operating activities 1,165 2,549
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of seismic equipment held for lease (3,809) (1,915)
Purchases of property and equipment (131) (91)
Sale (purchase) of marketable securities, net 1,912 (851)
Disposal of seismic equipment lease pool, property and equipment 1,281 67
--------- -------
Net cash used in investing activities (747) (2,790)
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchases of treasury stock (2,738) -
---------- ---------
Net cash used in financing activities (2,738) -
NET DECREASE IN CASH (2,320) (241)
CASH, BEGINNING OF PERIOD 3,588 2,525
--------- ---------
CASH, END OF PERIOD $ 1,268 $ 2,284
========= =======
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest $ - $ 10
Income taxes $ - $ 500
========= =======
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
5
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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, 2000. 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, 2000; the results of operations for the three
and six months ended July 31, 2000 and 1999; and cash flows for the six
months ended July 31, 2000 and 1999 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, 2001.
2. COMMITMENTS AND CONTINGENCIES
Legal Proceedings
On or about April 23, 1998, several class action lawsuits were filed
against the Company and its chief executive officer and then chief
financial officer in the U.S. District Court for the Southern District
of Texas, Houston Division. The first-filed complaint, styled Stanley
Moskowitz ("Plaintiffs") v. Mitcham Industries, Inc., Billy F. Mitcham,
Jr. and Roberto Rios ("Defendants"), alleged violations of Section
10(b), Rule 10b-5 and 20(a) of the Securities Exchange Act of 1934 and
Sections 11 and 12(a)(2) of the Securities Act of 1933. On or about
September 21, 1998, the complaints were consolidated into one action.
On November 4, 1998, the Plaintiffs filed a consolidated amended
complaint ("CAC"), which seeks class action status on behalf of those
who purchased the Company's common stock from June 4, 1997 through
March 26, 1998, and damages in an unspecified amount plus costs and
attorney's fees. The CAC alleges that the Defendants made materially
false and misleading statements and omissions in public filings and
announcements concerning its business and its allowance for doubtful
accounts. On or about January 15, 1999, the Defendants filed a motion
to dismiss the CAC. On September 28, 1999, the Court granted in part
and denied in part the Defendants' motion to dismiss, and granted
Plaintiffs leave to amend on certain claims. On December 8, 1999,
Plaintiffs filed their second consolidated amended complaint ("SCAC").
On December 14, 1999, Plaintiffs served discovery on Defendants. On
January 28, 2000, Defendants filed a motion to dismiss the SCAC. On
February 4, 2000, the Court agreed with Defendants that Plaintiffs'
discovery was improper because, under the Reform Act, discovery is
stayed until the Court sustains the sufficiency of the SCAC. On
February 28, 2000, the Plaintiffs filed an opposition to Defendants'
motions to dismiss, and on March 15, 2000, Defendants filed their
reply. The Company awaits the Court's ruling.
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. TREASURY STOCK
In February 2000, the Board of Directors authorized the repurchase of
up to 1,000,000 shares of the Company's common stock. The Company has
repurchased 525,400 shares of its common stock at an average price of
$5.21 per share as of July 31, 2000 and has classified these shares as
treasury stock in the accompanying financial statements. The Company
expects it will continue to purchase its shares from time to time in
the open market or in privately negotiated purchase transactions as
market and financial conditions warrant.
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4. RECLASSIFICATIONS
Certain 1999 amounts have been reclassified to conform to 2000
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 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.
Until the exploration and production companies can forecast with
reasonable certainty that future oil prices will stabilize, seismic data
acquisition activity is not expected to improve. Additional declines in oil
prices, or expectations that the recent improvement in oil prices will not hold,
could cause the Company's customers to further reduce their spending and further
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 July 31, 2000 were for a term of one year or less.
Seismic equipment held for lease is carried at cost, net of accumulated
depreciation.
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 throughout
fiscal 2000.
RESULTS OF OPERATIONS
For the three months ended July 31, 2000 and 1999
For the quarter ended July 31, 2000, total revenues increased by $3.6
million to $4.2 million from $625,000 in the corresponding period of the prior
year. Approximately $0.5 million of lease revenue is related to rentals of
equipment during the prior two quarters which had not been recorded pending
collection. These funds were collected in June. This quarter's results reflect a
significant increase in all categories of revenues compared to total revenues
for the same period of the prior year, mainly a reflection of the increased
seismic activity worldwide.
Equipment sales and leasing revenues under lease/purchase agreements
during the quarter ended July 31, 2000 were not significant, as the Company
recorded no revenues from the exercise of the purchase option of lease/purchase
contracts. During the quarter ended July 31, 2000, other equipment sales
generated a gross margin of 40% as compared to 99% for the same period in 1999.
Gross margins on equipment sales may vary significantly between periods due to
the mix of new versus older equipment being sold.
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General and administrative expenses increased by $262,000 from the
corresponding prior year period primarily due to an increase in advertising,
convention, travel and business promotion expenses partially offset by a
decrease in investor relations expenses. Additionally, the Company incurred
personnel and related costs during 2000 associated with international marketing
efforts.
Depreciation expense for the quarter ended July 31, 2000 increased by
$585,000, or 25%, to $2.9 million from $2.3 million for the same period last
year. The increase is primarily the result of capital additions to the seismic
equipment lease pool during the past year.
The Company recorded a net loss for the quarter ended July 31, 2000 in
the amount of $950,000 compared to a net loss of $2,092,000 for the same period
of the previous year.
For the six months ended July 31, 2000 and 1999
For the six months ended July 31, 2000, total revenues increased by
$6.0 million to $8.3 million from $2.3 million in the corresponding period of
the prior year. Approximately $0.5 million of lease revenue is related to
rentals of equipment that occurred prior to the quarter ended July 31, 2000,
which had not been recorded pending collection. Of this amount, approximately
$0.3 million relates to rentals during the prior fiscal year. These funds were
collected in June. Year to date revenues through July 31, 2000 reflects a
significant increase in all categories of revenues compared to total revenues
for the same period of the prior year, mainly a reflection of the increased
seismic activity worldwide.
Equipment sales and leasing revenues under lease/purchase agreements
during the six months ended July 31, 2000 were not significant, as the Company
recorded no revenues from the exercise of the purchase option of lease/purchase
contracts.
During the six months ended July 31, 2000, other equipment sales
generated a gross margin of 34% as compared to 68% for the same period in 1999.
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 $93,000 from the
corresponding prior year period primarily due to personnel and related costs
associated with international marketing efforts, an increase in convention,
travel and business promotion expenses, partially offset by a decrease in legal
and accounting fees.
Depreciation expense for the six months ended July 31, 2000 increased
by $1.4 million, or 30%, to $6.0 million from $4.6 million for the same period
last year. The increase is primarily the result of a larger seismic equipment
lease pool, on a cost basis, as compared to July 31, 1999. Additionally, the
Company has sold older, more fully depreciated seismic equipment during the past
year and replaced it with newer equipment, thus increasing depreciation expense.
The Company's seismic equipment lease pool increased by $7.2 million, on a cost
basis, to $70.5 million at July 31, 2000, from $63.3 million at July 31, 1999.
The Company recorded a net loss for the six months ended July 31, 2000
in the amount of $1,743,000 compared to a net loss of $3,334,000 for the same
period of the previous year.
LIQUIDITY AND CAPITAL RESOURCES
As of July 31, 2000, the Company had net working capital of
approximately $20.9 million as compared to net working capital of $21.4 million
at January 31, 2000. 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 provided by operating activities
for the six months ended July 31, 2000 was $1.2 million, as compared to net cash
provided by operating activities of $2.5 million for the six months ended July
31, 1999.
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At July 31, 2000, the Company had trade accounts receivable of $1.5
million that were more than 90 days past due. As of July 31, 2000, the Company's
allowance for doubtful accounts was approximately $0.9 million, which management
believes is sufficient to cover any losses in its customer receivables,
including any losses in its international customers' accounts.
Capital expenditures for the six months ended July 31, 2000 totaled
approximately $3.9 million compared to capital expenditures of $2.0 million for
the corresponding period in the prior year. During the six months ended July 31,
2000, the Company repurchased 525,400 shares of its common stock for an
aggregate cost of $2,738,000, or $5.21 per share. The Company is presently
evaluating its capital expenditure requirements for the upcoming winter season.
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.
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 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.
PROLONGED AND GRADUAL RECOVERY OF OIL AND GAS INDUSTRY AND REDUCED DEMAND
FOR SERVICES
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. Because of the prolonged
and gradual recovery of the energy services sector, there has been a decreased
demand for the Company's services. Increases in the price of oil have not yet
countered decreased demand. As such, the seismic equipment sector may lag other
sectors of the energy services industry in its turnaround. 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.
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LOSS OF SIGNIFICANT CUSTOMERS WILL 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 year ended January 31, 2000, the single largest customer accounted for
approximately 17% 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 could adversely affect the Company's results of operations.
SIGNIFICANT DEFAULTS OF PAST-DUE CUSTOMER RECEIVABLES WOULD ADVERSELY AFFECT THE
COMPANY'S RESULTS OF OPERATIONS
The Company has approximately $6.0 million of customer accounts and notes
receivable at July 31, 2000, of which $1.5 million of customer accounts
receivable is over ninety days past-due. At July 31, 2000, the Company has an
allowance of $917,000 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.
DEPENDENCE ON 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 Company's failure
to obtain additional or extended leases beyond the initial 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 has 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.
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.
During the fiscal year ended January 31, 1999, the Company recorded a
pretax asset impairment charge of $15.1 million. Included in this charge is a
$900,000 lower of cost or market adjustment related to certain seismic
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equipment assets classified as inventory. The non-cash asset impairment charge
was recorded in accordance with SFAS No. 121, which requires that long-lived
assets and certain identifiable intangibles held and used by the Company be
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. The severity as
well as the duration of the current oil and gas industry downturn is such an
event. The Company's review of its long-lived assets indicated that the carrying
value of certain of the Company's seismic equipment lease pool and inventory
assets was more than the estimated undiscounted future net cash flows. As such,
under SFAS No. 121, the Company wrote down those assets to their estimated fair
market value based on discounted cash flows using an effective rate of 8.0%.
Undiscounted future net cash flows were calculated based on individual types of
seismic equipment using projected future utilization and lease rates over the
estimated remaining useful lives of the assets. The Company's seismic equipment
assets have been historically depreciated over 3-10 years. The impairment was
recorded based on certain estimates and projections as stipulated in SFAS No.
121. There can be no assurance that the Company will not record asset impairment
charges under SFAS No. 121 in the future.
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 accounted for
approximately 71% of the Company's revenues in the fiscal year ended January 31,
2000, and 9% of international 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. While the Company's results
of operations have not been adversely affected by those risks to date, there is
no assurance its business and results of operations won't be adversely affected
in the future.
VULNERABILITY TO WEATHER CONDITIONS AND 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. 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 has remained at historically low levels throughout fiscal 2000. Accordingly,
period-to-period comparisons are not necessarily meaningful and should not be
relied on as indicative of future results.
DEPENDENCE ON KEY SUPPLIERS
The Company has and continues to rely on purchase agreements with Sercel
and Pelton Company, Inc. 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
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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 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 class action lawsuits were filed
against the Company and its chief executive officer and then chief
financial officer in the U.S. District Court for the Southern District
of Texas, Houston Division. The first-filed complaint, styled Stanley
Moskowitz ("Plaintiffs") v. Mitcham Industries, Inc., Billy F. Mitcham,
Jr. and Roberto Rios ("Defendants"), alleged violations of Section
10(b), Rule 10b-5 and 20(a) of the Securities Exchange Act of 1934 and
Sections 11 and 12(a)(2) of the Securities Act of 1933. On or about
September 21, 1998, the complaints were consolidated into one action.
On November 4, 1998, the Plaintiffs filed a consolidated amended
complaint ("CAC"), which seeks class action status on behalf of those
who purchased the Company's common stock from June 4, 1997 through
March 26, 1998, and damages in an unspecified amount plus costs and
attorney's fees. The CAC alleges that the Defendants made materially
false and misleading statements and omissions in public filings and
announcements concerning its
12
<PAGE> 13
business and its allowance for doubtful accounts. On or about January
15, 1999, the Defendants filed a motion to dismiss the CAC. On
September 28, 1999, the Court granted in part and denied in part the
Defendants' motion to dismiss, and granted Plaintiffs leave to amend on
certain claims. On December 8, 1999, Plaintiffs filed their second
consolidated amended complaint ("SCAC"). On December 14, 1999,
Plaintiffs served discovery on Defendants. On January 28, 2000,
Defendants filed a motion to dismiss the SCAC. On February 4, 2000, the
Court agreed with Defendants that Plaintiffs' discovery was improper
because, under the Reform Act, discovery is stayed until the Court
sustains the sufficiency of the SCAC. On February 28, 2000, the
Plaintiffs filed an opposition to Defendants' motions to dismiss, and
on March 15, 2000, Defendants filed their reply. The Company awaits the
Court's ruling.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Company held its Annual Meeting of Shareholders on July 19,
2000. Shareholders of record at the close of business on May 25,
2000 were entitled to vote.
(b) Shareholders elected each of the seven directors nominated for the
board of directors:
<TABLE>
<CAPTION>
NAME OF NOMINEE FOR AGAINST ABSTAINING WITHHELD
<S> <C> <C> <C>
Billy F. Mitcham, Jr. 8,681,107 - 39,360 830,645
R. Dean Lewis 8,681,619 - 38,848 830,645
Paul C. Mitcham 8,681,107 - 39,360 830,645
John F. Schwalbe 8,684,119 - 36,348 830,645
William J. Sheppard 8,684,119 - 66,348 800,645
P. Blake Dupuis 8,684,119 - 36,348 830,645
Peter H. Blum 8,684,119 - 36,348 830,645
</TABLE>
(c) The Shareholders ratified approval of the Company's 2000 Stock
Option Plan:
<TABLE>
<CAPTION>
FOR AGAINST ABSTAINING WITHHELD
<S> <C> <C> <C>
4,812,267 497,173 63,285 4,178,387
</TABLE>
(d)The Shareholders ratified the appointment of Hein + Associates LLP as
the Company's independent certified public accountants:
<TABLE>
<CAPTION>
FOR AGAINST ABSTAINING NON-VOTE
<S> <C> <C> <C>
8,661,962 36,770 21,735 830,645
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) REPORTS ON FORM 8-K
None
(b) EXHIBITS
11 - Statement Re Computation of Loss Per Share
27 - Financial Data Schedule
13
<PAGE> 14
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: September 14, 2000 /s/ P. BLAKE DUPUIS
---------------------------------------------
P. Blake Dupuis,
Chief Financial Officer
(Authorized Officer and Principal
Accounting Officer)
14
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
11 - Statement Re Computation of Loss Per Share
27 - Financial Data Schedule
</TABLE>
