Document



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
 
Date of Report (Date of Earliest Event Reported):
 
June 6, 2018
Mitcham Industries, Inc.
_________________________________________
(Exact name of registrant as specified in its charter)
 
 
 
Texas
001-13490
76-0210849
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
  
 
 
8141 SH 75 South, P.O. Box 1175, Huntsville, Texas
 
77342
________________________________
(Address of principal executive offices)
 
___________
(Zip Code)
 
 
 
Registrant’s telephone number, including area code:
 
936-291-2277
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [  ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]





Item 2.02 Results of Operation and Financial Condition.
On June 6, 2018 Mitcham Industries, Inc. issued a press release announcing earnings for the quarter and fiscal year ended April 30, 2018. The date and time for a conference call discussing the earnings are also included in the press release. The text of the press release is attached to this report as Exhibit 99.1.

The information in this item 2.02 (including the press release attached as Exhibit 99.1 and incorporated by reference into item 2.02) is being furnished, not filed, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.



Item 9.01 Financial Statements and Exhibits.
(c) Exhibits. The following exhibits are filed as a part of this report:
Exhibit No. Description
99.1 Mitcham Industries, Inc. press release dated June 6, 2018.













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 hereunto duly authorized.

 
 
 
 
 
 
 
 
 
 
 
 
Mitcham Industries, Inc.
  
 
 
 
 
June 6, 2018
 
By:
 
/s/ Robert P. Capps
 
 
 
 
 
 
 
 
 
Name: Robert P. Capps
 
 
 
 
Title: Co-Chief Executive Officer, Executive Vice President-Finance and Chief Financial Officer




Exhibit
Contacts:
 
Rob Capps, Co-CEO
Mitcham Industries, Inc.
936-291-2277
 
 
Jack Lascar / Mark Roberson
Dennard Lascar Associates Investor Relations
713-529-6600

MITCHAM INDUSTRIES REPORTS FISCAL 2019
FIRST QUARTER RESULTS

HUNTSVILLE, TX - June 6, 2018 - Mitcham Industries, Inc. (NASDAQ: MIND) (“Mitcham” or “the Company”) today announced financial results for its fiscal 2019 first quarter ended April 30, 2018.
Total revenues for the first quarter of fiscal 2019 were $7.6 million compared to $18.4 million in the first quarter of fiscal 2018, largely driven by a decline in the sale of lease pool equipment and delays in orders for marine technology products. The Company had sold $8.8 million of lease pool equipment during the first quarter of fiscal 2018. Revenues from the Marine Technology Products segment fell to $3.6 million in the first quarter, compared to $6.9 million in the same period last year. While Seamap sales declined mainly due to delays in expected incoming orders, Klein sales increased 61% compared to the same period last year. Equipment Leasing revenues were $2.7 million in the first quarter, flat compared to the same period last year.
The Company reported a net loss attributable to common shareholders of $6.3 million, or $(0.52) per share, in the first quarter of fiscal 2019 compared to a net loss of $2.9 million, or $(0.24) per share, in the first quarter of fiscal 2018.
Adjusted EBITDA (earnings before interest, taxes, depreciation, amortization, stock-based compensation, non-cash costs of lease pool equipment sales and non-cash foreign exchange gains and losses) for the first quarter of fiscal 2019 was a loss of approximately $1.5 million compared to a gain of approximately $9.0 million in the same period last year. Adjusted EBITDA, which is not a measure determined in accordance with United States generally accepted accounting principles (“GAAP”), is defined and reconciled to reported net loss and cash provided by operating activities in the accompanying financial tables.

Rob Capps, Mitcham’s Co-Chief Executive Officer, stated, “Despite a lackluster first quarter, our Marine Technology Products segment has recently been experiencing an increase in order activity, a good indicator that the marine markets are finally starting to show some improvement. As we disclosed on May 30th, Mitcham has recently booked orders totaling approximately $6.0 million for Klein’s sonar and related products. In addition, Mitcham’s Seamap unit has also received orders totaling approximately $6.1 million for seismic source controllers, RGPS positioning systems and related items. Seamap has also received orders totaling approximately $1.0 million related to its recently-introduced towed streamer products. These orders combined with an increased level of inquiries from current and potential new customers, should result in a much stronger second-half of fiscal 2019. In addition, Mitcham’s capital structure continues to remain strong with no debt on our balance sheet and ample liquidity, including cash and cash equivalents of $8.6 million as of April 30, 2018.



 
“Eighteen months ago, we embarked on a strategic re-positioning to become a significant provider of technology to broader marine applications. We are very pleased that this endeavor is beginning to pay dividends. The solid streamer and sensor technology that we acquired earlier this year has extensive application in the oceanographic and hydrographic industries and provides clear opportunities to integrate this technology into new markets for us in areas such as anti-submarine warfare and maritime security systems. Furthermore, our previously announced rental partnerships with INOVA and Lanfang Dynamic Technologies provide Mitcham with increased flexibility and a lower cost structure in delivering state-of-the-art technology to our land seismic leasing equipment customers.”

FISCAL 2019 FIRST QUARTER RESULTS
Total revenues for the first quarter of fiscal 2019 decreased to $7.6 million driven mainly by a delay in marine technology products sales and a large decrease in lease pool equipment sales compared to last year’s fiscal first quarter. Marine technology products sales decreased 46% year-over-year, while equipment leasing revenues, excluding lease pool equipment sales, were flat year-over-year.
Marine technology products sales decreased to $3.7 million in the first quarter of fiscal 2019 compared to $6.9 million in last year’s first quarter mainly due to a decline in Seamap sales. However, through May 31, 2018, Seamap has now received orders for seismic source controllers, positioning systems and related equipment totaling approximately $6.1 million. Furthermore, this segment has recently received orders of approximately $1.0 million for the recently introduced SeaLink streamer product line. Klein sales increased 61% during the first quarter compared to last year’s first quarter. The first quarter sales consisted of approximately $1.8 million of Seamap, $1.5 million from Klein (including $36,000 of intra-segment sales) and $0.5 million by SAP.
Equipment leasing revenues for the first quarter of fiscal 2019, excluding lease pool equipment sales, were $2.7 million, flat compared to the same period last year. Lease pool equipment sales were $1.2 million in the first quarter of fiscal 2019, compared to $8.8 million in the first quarter a year ago.
Lease pool depreciation expense in the first quarter of fiscal 2019 decreased to $2.7 million from $4.2 million in the same period a year ago, due to a combination of lower lease pool purchases and increased lease pool sales over the past year.
Selling, general and administrative expenses increased to $5.6 million in the first quarter of fiscal 2019 versus $4.8 million in the first quarter of fiscal 2018, due primarily to approximately $400,000 in incremental expenses related to the transfer of the acquired technology and the set-up of related production and repair facilities in Asia. The lower sales by Seamap in the first quarter of fiscal 2019 also resulted in an increase in unabsorbed overhead costs which affected general and administrative expenses.

CONFERENCE CALL
We have scheduled a conference call for Thursday, June 7 at 9:00 a.m. Eastern Time (8:00 a.m. Central Time) to discuss our fiscal 2019 first quarter results. To access the call, please dial (412) 902-0030 and ask for



the Mitcham Industries call at least 10 minutes prior to the start time. Investors may also listen to the conference live on the Mitcham Industries corporate website, http://www.mitchamindustries.com, by logging onto the site and clicking “Investor Relations.” A telephonic replay of the conference call will be available through June 14, 2018 and may be accessed by calling (201) 612-7415 and using passcode 13680079#. A webcast archive will also be available at http://www.mitchamindustries.com shortly after the call and will be accessible for approximately 90 days.
For more information, please contact Donna Washburn at Dennard Lascar Investor Relations (713) 529‑6600 or email dwashburn@dennardlascar.com.

About Mitcham Industries

Mitcham Industries, Inc. provides technology to the oceanographic, hydrographic, defense, seismic and security industries. Headquartered in Huntsville, Texas, Mitcham has a global presence with operating locations in the United States, Canada, Australia, Singapore, Russia, Hungary, Colombia and the United Kingdom. Mitcham’s worldwide Marine Technology Products segment, which includes its Seamap and Klein Marine Systems units, designs, manufactures and sells specialized, high performance, marine sonar and seismic equipment. Through its Equipment Leasing segment, Mitcham believes it is the largest independent provider of exploration equipment to the seismic industry.

Certain statements and information in this press release concerning results for the quarter ended April 30, 2018 may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “should,” “would,” “could” or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. All comments concerning our expectations for future revenues and operating results are based on our forecasts of our existing operations and do not include the potential impact of any future acquisitions. Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections.

For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.


Tables to Follow












MITCHAM INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(unaudited)
 
April 30, 2018
 
January 31, 2018
ASSETS
Current assets:
 
 
 
Cash and cash equivalents
$
8,613

 
$
9,902

Restricted cash
233

 
244

Accounts and contracts receivable, net of allowance for doubtful accounts of $3,560 and $3,885 at April 30, 2018 and January 31, 2018, respectively
12,333

 
10,494

Inventories, net
11,432

 
10,856

Prepaid expenses and other current assets
2,132

 
1,550

Total current assets
34,743


33,046

Seismic equipment lease pool and property and equipment, net
21,046

 
22,900

Intangible assets, net
11,484

 
8,015

Goodwill
2,531

 
2,531

Non-current prepaid income taxes
1,603

 
1,609

Long-term receivables, net of allowance for doubtful accounts of $94 and $2,282 at April 30, 2018 and January 31, 2018, respectively
706

 
4,652

Other assets
611

 
926

Total assets
$
72,724


$
73,679

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
 
 
 
Accounts payable
$
2,889

 
$
1,271

Deferred revenue
723

 
741

Accrued expenses and other current liabilities
4,895

 
5,253

Income taxes payable
896

 
258

Total current liabilities
9,403


7,523

Deferred tax liability
105

 
307

Total liabilities
9,508


7,830

Shareholders’ equity:
 
 
 
Preferred stock, $1.00 par value; 1,000 shares authorized; 698 and 532 issued and outstanding at April 30, 2018, and January 31, 2018, respectively
15,312

 
11,544

Common stock $.01 par value; 20,000 shares authorized; 14,019 shares issued at April 30, 2018 and January 31, 2018
140

 
140

Additional paid-in capital
122,430

 
122,304

Treasury stock, at cost (1,929 at April 30, 2018 and January 31, 2018)
(16,860
)
 
(16,860
)
Accumulated deficit
(48,715
)
 
(42,425
)
Accumulated other comprehensive loss
(9,091
)
 
(8,854
)
Total shareholders’ equity
63,216

 
65,849

Total liabilities and shareholders’ equity
$
72,724


$
73,679
















MITCHAM INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
 
 
For the Three Months Ended April 30,
 
 
2018
 
2017
Revenues:
 
 
 
 
Sale of marine technology products
 
$
3,566

 
$
6,888

Equipment leasing
 
2,697

 
2,717

Sale of lease pool equipment
 
1,350

 
8,828

Total revenues
 
7,613


18,433

Cost of sales:
 
 
 
 
Sale of marine technology products
 
2,086

 
3,975

Equipment leasing (including lease pool depreciation)
 
3,582

 
5,125

Lease pool equipment sales
 
700

 
6,139

Total cost of sales
 
6,368


15,239

Gross profit
 
1,245


3,194

Operating expenses:
 
 
 
 
Selling, general and administrative
 
5,630

 
4,804

Research and development
 
370

 
98

Provision for doubtful accounts
 
200

 

Depreciation and amortization
 
617

 
581

Total operating expenses
 
6,817


5,483

Operating loss
 
(5,572
)

(2,289
)
Other income (expense):
 
 
 
 
Interest, net
 
18

 
(46
)
Other, net
 
86

 
(101
)
Total other income (expense)
 
104


(147
)
Loss before income taxes
 
(5,468
)

(2,436
)
Provision for income taxes
 
(437
)
 
(229
)
Net loss
 
$
(5,905
)

$
(2,665
)
Preferred stock dividends
 
(385
)
 
(194
)
Net loss attributable to common shareholders
 
$
(6,290
)

$
(2,859
)
Net loss per common share:
 
 
 
 
Basic
 
$
(0.52
)
 
$
(0.24
)
Diluted
 
$
(0.52
)
 
$
(0.24
)
Shares used in computing loss per common share:
 
 
 
 
Basic
 
12,087

 
12,078

Diluted
 
12,087

 
12,078





MITCHAM INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 
 
For the Three Months Ended April 30,
 
 
2018
 
2017
Cash flows from operating activities:
 
 
 
 
Net loss
 
$
(5,905
)
 
$
(2,665
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
3,303

 
4,791

Stock-based compensation
 
126

 
224

Provision for doubtful accounts, net of charge offs
 
(200
)
 

Provision for inventory obsolescence
 

 
8

Gross profit from sale of lease pool equipment
 
(536
)
 
(2,689
)
Deferred tax benefit
 
(202
)
 
(27
)
Changes in working capital items:
 
 
 
 
Trade accounts and contracts receivable
 
2,418

 
2,175

Unbilled revenue
 
(930
)
 

Inventories
 
(844
)
 
(1,403
)
Prepaid expenses and other current assets
 
(1,520
)
 
549

Income taxes payable
 
642

 
149

Accounts payable, accrued expenses and other current liabilities
 
(47
)
 
48

Deferred revenue
 
313

 

Foreign exchange losses net of gains
 
16

 
(48
)
Net cash (used in) provided by operating activities
 
(3,366
)

1,112

Cash flows from investing activities:
 
 
 
 
Purchases of seismic equipment held for lease
 
(190
)
 
(158
)
Acquisition of assets
 
(3,000
)
 

Purchases of property and equipment
 
(113
)
 
(28
)
Sales of used lease pool equipment
 
1,620

 
4,496

Net cash (used in) provided by investing activities
 
(1,683
)

4,310

Cash flows from financing activities:
 
 
 
 
Net payments on revolving line of credit
 

 
(3,500
)
Payments on term loan and other borrowings
 

 
(2,807
)
Net proceeds from preferred stock offering
 
3,812

 
27

Preferred stock dividends
 
(385
)
 
(194
)
Net cash provided by (used in) financing activities
 
3,427


(6,474
)
Effect of changes in foreign exchange rates on cash, cash equivalents and restricted cash
 
322

 
(3
)
Net change in cash, cash equivalents and restricted cash
 
(1,300
)

(1,055
)
Cash, cash equivalents and restricted cash, beginning of period
 
10,146

 
3,511

Cash, cash equivalents and restricted cash, end of period
 
$
8,846


$
2,456






MITCHAM INDUSTRIES, INC.
Reconciliation of Net Loss and Net Cash Provided by Operating Activities to EBITDA and
Adjusted EBITDA
(unaudited)
 
 
For the Three Months Ended April 30,
 
 
2018
 
2017
 
 
(in thousands)
Reconciliation of Net loss to EBITDA and Adjusted EBITDA
 
 
 
 
Net loss
 
$
(5,905
)
 
$
(2,665
)
Interest (income) expense, net
 
(18
)
 
46

Depreciation and amortization
 
3,303

 
4,791

Provision for income taxes
 
437

 
229

EBITDA (1)
 
(2,183
)
 
2,401

Non-cash foreign exchange (gains) losses
 
(49
)
 
194

Stock-based compensation
 
126

 
224

Cost of lease pool sales
 
627

 
6,139

Adjusted EBITDA (1)
 
$
(1,479
)
 
$
8,958

Reconciliation of Net cash provided by operating activities to EBITDA
 
 
 
 
Net cash (used in) provided by operating activities
 
$
(3,366
)
 
$
1,112

Stock-based compensation
 
(126
)
 
(224
)
Provision for doubtful accounts
 
(200
)
 

Provision for inventory obsolescence
 

 
(8
)
Changes in trade accounts, contracts and notes receivable
 
(1,488
)
 
(2,175
)
Interest paid
 
1

 
92

Taxes paid, net of refunds
 
46

 
13

Gross profit from sale of lease pool equipment
 
536

 
2,689

Changes in inventory
 
844

 
1,403

Changes in accounts payable, accrued expenses and other current liabilities and deferred revenue
 
(266
)
 
(48
)
Changes in prepaid expenses and other current assets
 
1,520

 
(549
)
Foreign exchange (losses) gains
 
(16
)
 
48

Other
 
332

 
48

EBITDA (1)
 
$
(2,183
)
 
$
2,401


(1)
EBITDA is defined as net income before (a) interest income and interest expense, (b) provision for (or benefit from) income taxes and (c) depreciation and amortization. Adjusted EBITDA excludes non-cash foreign exchange gains and losses, non-cash costs of lease pool equipment sales, certain non-recurring contract settlement costs and stock-based compensation. We consider EBITDA and Adjusted EBITDA to be important indicators for the performance of our business, but not measures of performance or liquidity calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We have included these non-GAAP financial measures because management utilizes this information for assessing our performance and liquidity, and as indicators of our ability to make capital expenditures and finance working capital requirements. We believe that EBITDA and Adjusted EBITDA are measurements that are commonly used by analysts and some investors in evaluating the performance and liquidity of companies such as us. In particular, we believe that it is useful to our analysts and investors to understand this relationship because it excludes transactions not related to our core cash operating activities. We believe that excluding these transactions allows investors to meaningfully trend and analyze the performance of our core cash operations. EBITDA and Adjusted EBITDA are not measures of financial performance or liquidity under GAAP and should not be considered in isolation or as alternatives to cash flow from operating activities or as alternatives to net income as indicators of operating performance or any other measures of performance derived in accordance with GAAP. In evaluating our performance as measured by EBITDA, management recognizes and considers the limitations of this measurement. EBITDA and Adjusted EBITDA do not reflect our obligations for the payment of income taxes, interest expense or other obligations such as capital expenditures. Accordingly, EBITDA and Adjusted EBITDA are only two of the measurements that management utilizes. Other companies in our industry may calculate EBITDA or Adjusted EBITDA differently than we do and EBITDA and Adjusted EBITDA may not be comparable with similarly titled measures reported by other companies.








Mitcham Industries, Inc.
Segment Operating Results
(in thousands)
(unaudited)
 
 
For the Three Months Ended
April 30,
 
 
2018
 
2017
 
 
(in thousands)
Revenues:
 
 
 
 
Sale of marine technology products
 
$
3,708

 
$
6,911

Equipment leasing
 
4,047

 
11,545

Inter-segment sales
 
(142
)
 
(23
)
Total revenues
 
7,613

 
18,433

Cost of sales:
 
 
 
 
Marine technology products
 
2,228

 
3,998

Equipment leasing
 
4,282

 
11,264

Inter-segment costs
 
(142
)
 
(23
)
Total cost of sales
 
6,368

 
15,239

Gross profit
 
1,245

 
3,194

Operating expenses:
 
 
 
 
Selling, general and administrative
 
5,630

 
4,804

Research and development
 
370

 
98

Provision for doubtful accounts
 
200

 

Depreciation and amortization
 
617

 
581

Total operating expenses
 
6,817

 
5,483

Operating loss
 
$
(5,572
)
 
$
(2,289
)
Marine Technology Products Segment:
 
 
 
 
Revenues:
 
 
 
 
Seamap
 
$
1,752

 
$
4,886

Klein
 
1,512

 
938

SAP
 
480

 
1,290

Intra-segment sales
 
(36
)
 
(203
)
 
 
3,708

 
6,911

Cost of sales:
 
 
 
 
Seamap
 
844

 
2,561

Klein
 
1,036

 
732

SAP
 
398

 
1,017

Intra-segment sales
 
(50
)
 
(312
)
 
 
2,228

 
3,998

Gross profit
 
$
1,480

 
$
2,913

Gross profit margin
 
40
 %
 
42
%
Equipment Leasing Segment:
 
 
 
 
Revenue:
 
 
Equipment leasing
 
$
2,697

 
$
2,717

Lease pool equipment sales
 
1,163

 
8,828

Other equipment sales
 
187

 

 
 
4,047

 
11,545

Cost of sales:
 
 
Direct costs-equipment leasing
 
928

 
944

Lease pool depreciation
 
2,654

 
4,181

Cost of lease pool equipment sales
 
627

 
6,139

Cost of other equipment sales
 
73

 

 
 
4,282


11,264

Gross (loss) profit
 
$
(235
)
 
$
281

Gross (loss) profit margin
 
(6
)%

2
%

####