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): December 4, 2019
Mitcham Industries, Inc.
_________________________________________
(Exact name of registrant as specified in its charter)
   
Texas001-1349076-0210849
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation)File Number)Identification No.)
    
2002 Timberloch Place, Suite 400, The Woodlands, Texas 77380
________________________________
(Address of principal executive offices)
 
___________
(Zip Code)

   
Registrant’s telephone number, including area code: 936-291-2277
______________________________________________
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol (s)Name of each exchange on which registered
Common Stock - $0.01 par value per shareMINDThe NASDAQ Stock Market LLC
Series A preferred Stock - $1.00 par value per shareMINDPThe NASDAQ Stock Market LLC
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 December 4, 2019 Mitcham Industries, Inc. issued a press release announcing earnings for the quarter ended October 31, 2019. 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 December 4, 2019.












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.
      
December 4, 2019 By:/s/ Robert P. Capps
    
    Name: Robert P. Capps
    Title: Co-Chief Executive Officer, Executive Vice President-Finance and Chief Financial Officer




Document


Contacts: 
Rob Capps, Co-CEO
Mitcham Industries, Inc.
936-291-2277
  Ken Dennard / Zach Vaughan
Dennard Lascar Investor Relations
713-529-6600

MITCHAM INDUSTRIES REPORTS
FISCAL 2020 THIRD QUARTER RESULTS

THE WOODLANDS, TX – December 4, 2019 – Mitcham Industries, Inc. (NASDAQ: MIND) (“Mitcham” or “the Company”) today announced financial results for its fiscal 2020 third quarter ended October 31, 2019.
Total revenues for the third quarter of fiscal 2020 was $10.7 million, compared to $8.9 million in the second quarter of fiscal 2020 and $14.7 million in the third quarter of fiscal 2019. The 20% sequential improvement was driven primarily by further growth within the Marine Technology Products segment. Year-over-year declines in revenue were primarily due to several sizeable system deliveries during the last year’s third quarter, as well as incremental revenue contributions from our former Australian subsidiary, SAP, which has since been sold and is no longer a part of the Company’s operations.
The Company reported a net loss of $2.0 million in the third quarter of fiscal 2020, compared to a net loss of $3.1 million in the second quarter of fiscal 2020, and a net loss of $5.2 million in the third quarter of fiscal 2019. Third quarter of fiscal 2020 net loss attributable to common shareholders was $2.6 million, or $(0.21) per share, compared to a loss of $3.6 million, or $(0.30) per share, in the second quarter of fiscal 2019, and a loss of $5.6 million, or $(0.47) per share, in the third quarter of fiscal 2019.
Adjusted EBITDA for the third quarter of fiscal 2020 was $198,000, compared to a loss of $1.0 million in the second quarter of fiscal 2020 and Adjusted EBITDA of $3.4 million in the third quarter of fiscal 2019. Adjusted EBITDA, which is a non-GAAP measure, 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, “Our fiscal 2020 third quarter results came in slightly better than expected. We continue our strategic shift as we expanded our position in marine markets with our new technology and products. Our Marine Technology Products segment has accounted for approximately 70% of our total revenues so far this year. We saw sequential improvement this quarter not just in revenues, but also in operating income and adjusted EBITDA.




“As mentioned previously, we are working on a number of fronts to expand our product and technology offerings. We continued to increase our research and development expenses in the quarter and are exploring a number of initiatives to partner with others in order to expand our technology offerings in response to customer requirements. Order activity for our Marine Technology products segment remains robust with a firm order backlog of $12.5 million at the end of the third quarter. As indicated by order activity that we announced recently, we are still seeing healthy levels of customer interest and a number of inquiries for technologies such as BuoyLink, SeaLink and MA-X.
“Regarding our financial position, our capital structure remains strong, with no funded debt on our balance sheet and ample liquidity. We expect to produce positive Adjusted EBITDA and operating income in the fourth quarter of this fiscal year and believe we will maintain this momentum going into fiscal 2021,” concluded Capps.
CONFERENCE CALL
Management has scheduled a conference call for Thursday, December 5th at 9:00 a.m. Eastern Time (8:00 a.m. Central Time) to discuss fiscal 2020 third 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 December 12, 2019 and may be accessed by calling (201) 612-7415 and using passcode 13696799#. 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 Dennard Lascar Investor Relations (713) 529-6600 or email mind@dennardlascar.com.

About Mitcham Industries

Mitcham Industries, Inc. provides technology to the oceanographic, hydrographic, defense, seismic and security industries. Headquartered in The Woodlands, Texas, Mitcham has a global presence with operating locations in the United States, Canada, Singapore, Malaysia, 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.

Forward-looking Statements

Certain statements and information in this press release concerning results for the quarter ended October 31, 2019 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)
October 31, 2019January 31, 2019
ASSETS
Current assets:
Cash and cash equivalents$4,650  $9,389  
Restricted cash149  160  
Accounts receivable, net of allowance for doubtful accounts of $2,069 and $2,113
at October 31, 2019 and January 31, 2019, respectively
12,947  12,082  
Inventories, net13,559  10,774  
Prepaid expenses and other current assets1,521  1,735  
Assets held for sale—  2,202  
Total current assets32,826  36,342  
Seismic equipment lease pool and property and equipment, net14,021  14,155  
Operating lease right-of-use assets2,455  —  
Intangible assets, net9,453  10,495  
Goodwill2,531  2,531  
Deferred tax asset68  68  
Long-term receivables, net of allowance for doubtful accounts of $- at
October 31, 2019 and January 31, 2019
—  712  
Other assets1,142  712  
Long-term assets held for sale—  286  
Total assets$62,496  $65,301  
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable$3,483  $1,534  
Deferred revenue210  1,040  
Accrued expenses and other current liabilities5,174  3,738  
Income taxes payable65  224  
Operating lease liabilities - current367  —  
Liabilities held for sale—  892  
Total current liabilities9,299  7,428  
Operating lease liabilities - non-current 2,088  —  
Other non-current liabilities1,031  1,195  
Total liabilities12,418  8,623  
Shareholders’ equity:
Preferred stock, at cost, $1.00 par value; 1,000 shares authorized; 928 and 830 shares issued and
outstanding at October 31, 2019 and January 31, 2019, respectively
20,540  18,330  
Common stock, $0.01 par value; 20,000 shares authorized; 14,097 and 14,049 shares issued at
October 31, 2019, and January 31, 2019, respectively
141  140  
Additional paid-in capital123,721  123,085  
Treasury stock, at cost (1,929 shares at October 31, 2019 and January 31, 2019)(16,860) (16,860) 
Accumulated deficit(73,044) (63,973) 
Accumulated other comprehensive loss(4,420) (4,044) 
Total shareholders’ equity50,078  56,678  
Total liabilities and shareholders’ equity$62,496  $65,301  









MITCHAM INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
 For the Three Months Ended
October 31,
For the Nine Months Ended
October 31,
 2019201820192018
Revenues:
Sale of marine technology products$8,062  $9,277  $20,762  $18,720  
Equipment leasing2,305  3,166  7,002  7,493  
Sale of lease pool and other equipment296  2,208  1,654  4,401  
Total revenues10,663  14,651  29,418  30,614  
Cost of sales:
Sale of marine technology products4,728  4,904  12,070  10,206  
Equipment leasing (including lease pool depreciation)1,833  3,296  6,124  10,120  
Equipment sales51  1,227  550  1,959  
Total cost of sales6,612  9,427  18,744  22,285  
Gross profit4,051  5,224  10,674  8,329  
Operating expenses:
Selling, general and administrative4,705  4,819  14,732  15,953  
Research and development629  175  1,442  857  
Provision for doubtful accounts—  —  —  200  
Depreciation and amortization646  579  1,947  1,816  
Total operating expenses5,980  5,573  18,121  18,826  
Operating loss(1,929) (349) (7,447) (10,497) 
Other income (expense):
Loss on sale (including $5,355 of net cumulative translation loss)—  (4,905) —  (4,905) 
Interest (expense) income, net(12) 12  (34) 47  
Other, net(27) (198) 65  (57) 
Total other (expense) income(39) (5,091) 31  (4,915) 
Loss before income taxes(1,968) (5,440) (7,416) (15,412) 
(Provision) benefit for income taxes(60) 249  (163) (273) 
Net loss$(2,028) $(5,191) $(7,579) $(15,685) 
Preferred stock dividends(522) (449) (1,492) (1,245) 
Net loss attributable to common shareholders$(2,550) $(5,640) $(9,071) $(16,930) 
Net loss per common share:
Basic$(0.21) $0.47  $(0.75) $(1.40) 
Diluted$(0.21) $0.47  $(0.75) $(1.40) 
Shares used in computing loss per common share:
Basic12,158  12,119  12,135  12,100  
Diluted12,158  12,119  12,135  12,100  




MITCHAM INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
For the Nine Months Ended
October 31,
 20192018
Cash flows from operating activities:
Net loss$(7,579) $(15,685) 
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization5,806  9,184  
Stock-based compensation611  575  
Provision for doubtful accounts, net of charge offs—  200  
Provision for inventory obsolescence23  140  
Gross profit from sale of lease pool equipment(987) (1,848) 
Loss on sale of business—  4,905  
Deferred tax expense135  (365) 
Non-current prepaid income taxes(157) 472  
Changes in:
Accounts receivable(1,020) (878) 
Unbilled revenue(302) (2,435) 
Inventories(2,835) (1,304) 
Prepaid expenses and other current assets240  (1,158) 
Accounts payable, accrued expenses and other current liabilities(392) (626) 
Deferred revenue1,979  527  
Foreign exchange losses net of gains230  336  
Net cash used in operating activities(4,248) (7,960) 
Cash flows from investing activities:
Purchases of seismic equipment held for lease(1,939) (1,424) 
Acquisition of assets—  (3,000) 
Purchases of property and equipment(893) (696) 
Sale of used lease pool equipment1,415  4,124  
Sale of business, net of cash sold239  (147) 
Net cash used in investing activities(1,178) (1,143) 
Cash flows from financing activities:
Proceeds from exercise of stock options25  —  
Net proceeds from preferred stock offering2,211  6,135  
Preferred stock dividends(1,492) (1,245) 
Net cash provided by financing activities744  4,890  
Effect of changes in foreign exchange rates on cash, cash equivalents and restricted cash(68) (314) 
Net decrease in cash, cash equivalents and restricted cash(4,750) (4,527) 
Cash, cash equivalents and restricted cash, beginning of period9,549  10,146  
Cash, cash equivalents and restricted cash, end of period$4,799  $5,619  





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
October 31,
For the Nine Months Ended
October 31,
 2019201820192018
 (in thousands)(in thousands)
Reconciliation of Net loss to EBITDA and Adjusted EBITDA
Net loss$(2,028) $(5,191) $(7,579) $(15,685) 
Interest expense (income), net12  (12) 34  (47) 
Depreciation and amortization1,846  2,785  5,806  9,184  
Provision (benefit) for income taxes60  (249) 163  273  
EBITDA (1)(110) (2,667) (1,576) (6,275) 
Non-cash foreign exchange losses15  5,605  156  5,618  
Stock-based compensation270  207  611  575  
Cost of lease pool sales23  265  117  899  
Adjusted EBITDA (1)$198  $3,410  $(692) $817  
Reconciliation of Net cash provided by operating activities to EBITDA
Net cash used in operating activities$(745) $(2,161) $(4,248) $(7,960) 
Stock-based compensation(270) (207) (611) (575) 
Provision for doubtful accounts—  —  —  (200) 
Provision for inventory obsolescence(23) (25) (23) (140) 
Changes in accounts receivable (current and long-term)1,425  5,199  1,322  3,313  
Interest paid13  —  40   
Taxes paid, net of refunds143  146  325  414  
Gross profit from sale of lease pool equipment207  602  987  1,848  
Loss on sale of subsidiaries—  (4,905) —  (4,905) 
Changes in inventory463  (102) 2,835  1,304  
Changes in accounts payable, accrued expenses and other current liabilities and deferred revenue
(1,005) (511) (1,587) 98  
Changes in prepaid expenses and other current assets(251) (277) (240) 1,158  
Foreign exchange losses, net(93) (272) (230) (336) 
Other26  (154) (146) (296) 
EBITDA (1)$(110) $(2,667) $(1,576) $(6,275) 

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, stock-based compensation and other non-cash tax related items. 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 GAAP. These non-GAAP financial measures are not intended to replace the presentation of financial results in accordance with GAAP. Rather, 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 and. 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
October 31,
For the Nine Months Ended
October 31,
2019201820192018
Revenues:
Marine technology products$8,065  $9,305  $20,792  $19,025  
Equipment leasing2,622  5,386  8,732  11,906  
Inter-segment sales(24) (40) (106) (317) 
Total revenues10,663  14,651  29,418  30,614  
Cost of sales:
Marine technology products4,752  4,918  12,176  10,497  
Equipment leasing1,884  4,535  6,674  12,091  
Inter-segment costs(24) (26) (106) (303) 
Total cost of sales6,612  9,427  18,744  22,285  
Gross profit4,051  5,224  10,674  8,329  
Operating expenses:
Selling, general and administrative4,705  4,819  14,732  15,953  
Research and development629  175  1,442  857  
Provision for doubtful accounts—  —  —  200  
Depreciation and amortization646  579  1,947  1,816  
Total operating expenses5,980  5,573  18,121  18,826  
Operating loss$(1,929) $(349) $(7,447) $(10,497) 
Marine Technology Products Segment:
Revenues:
Seamap$5,684  $5,537  $14,912  $11,103  
Klein2,381  3,092  5,783  6,195  
SAP—  1,085  101  2,362  
Intra-segment sales—  (409) (4) (635) 
8,065  9,305  20,792  19,025  
Cost of sales:
Seamap3,177  2,869  7,807  5,498  
Klein1,575  1,553  4,278  3,679  
SAP—  905  95  1,969  
Intra-segment sales—  (409) (4) (649) 
4,752  4,918  12,176  10,497  
Gross profit$3,313  $4,387  $8,616  $8,528  
Gross profit margin41 %47 %41 %45 %
Equipment Leasing Segment:
Revenue:
Equipment leasing$2,326  $3,178  $7,077  $7,505  
Lease pool equipment sales230  867  1,104  2,748  
Other equipment sales66  1,341  551  1,653  
2,622  5,386  8,732  11,906  
Cost of sales:
Direct costs-equipment leasing665  1,132  2,367  2,857  
Lease pool depreciation1,168  2,176  3,757  7,275  
Cost of lease pool equipment sales23  265  117  899  
Cost of other equipment sales28  962  433  1,060  
1,884  4,535  6,674  12,091  
Gross profit (loss)$738  $851  $2,058  $(185) 

###