1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
=============================================
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE PERIOD ENDED APRIL 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 1-13490
=============================================
MITCHAM INDUSTRIES, INC.
(Name of small business issuer 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)
(409) 291-2277
(Issuer's telephone number)
=============================================
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: 7,358,260 shares of Common
Stock, $.01 par value, were outstanding as of May 31, 1997.
Transitional Small Business Disclosure Format (check one): Yes No X
--- ---
1
2
MITCHAM INDUSTRIES, INC.
INDEX
PART I. FINANCIAL INFORMATION
Item 1 Condensed Financial Statements..................................................................... 3
Item 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations.............................................................................. 7
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.................................................................... 10
Signatures.......................................................................................... 10
2
3
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED FINANCIAL STATEMENTS
MITCHAM INDUSTRIES, INC.
CONDENSED BALANCE SHEETS
(IN THOUSANDS)
ASSETS April 30, January 31,
------ 1997 1997
(Unaudited) (Audited)
---------- ----------
CURRENT ASSETS:
Cash $ 12,760 $ 301
Accounts receivable, net 6,044 3,598
Installment notes receivable, trade 738 1,141
Inventory 436 473
Prepaid expenses and other current assets 97 100
---------- ----------
Total current assets 20,075 5,613
---------- ----------
Seismic equipment lease pool, net 18,240 17,963
Property plant and equipment, net 723 619
Other assets 57 98
---------- ----------
Total assets $ 39,095 $ 24,293
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable to bank -- 999
Current installments of long-term debt -- 938
Accounts payable 631 1,941
Income taxes payable 836 267
Deferred income taxes payable 1,170 902
Accrued liabilities and other current liabilities 733 685
---------- ----------
Total current liabilities 3,370 5,732
---------- ----------
LONG-TERM DEBT, NET OF CURRENT INSTALLMENTS 48 2,674
DEFERRED INCOME TAXES 645 645
---------- ----------
Total liabilities 4,063 9,051
========== ==========
STOCKHOLDERS' 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
7,358,260 and 4,474,880 shares, respectively, issued and
outstanding 74 45
Additional paid-in capital 26,860 8,819
Retained earnings 8,098 6,378
---------- ----------
Total stockholders' equity 35,032 15,242
---------- ----------
Total liabilities and stockholders' equity $ 39,095 $ 24,293
========== ==========
See accompanying notes.
3
4
MITCHAM INDUSTRIES, INC.
CONDENSED STATEMENTS OF INCOME
(IN THOUSANDS EXCEPT PER SHARE DATA)
(UNAUDITED)
Three months
ended April 30,
-----------------------------------
1997 1996
--------------- ---------------
REVENUES:
Leases of seismic equipment $ 4,116 $ 1,804
Sales of seismic equipment 1,420 466
--------------- ---------------
Total revenues 5,536 2,270
--------------- ---------------
COSTS AND EXPENSES:
Seismic equipment subleases 42 47
Sales of seismic equipment 981 373
General and administrative 586 362
Provision for bad debt 289 140
Depreciation 1,219 530
--------------- ---------------
Total costs and expenses 3,117 1,452
--------------- ---------------
OTHER INCOME (EXPENSE):
Interest, net 155 (48)
Other, net 46 19
--------------- ---------------
Total other income (expenses) 201 (29)
--------------- ---------------
INCOME BEFORE INCOME TAXES 2,620 789
PROVISION FOR INCOME TAXES 897 284
--------------- ---------------
NET INCOME $ 1,723 $ 505
=============== ===============
Primary earnings per common and
common equivalent share $ 0.28 $ 0.13
=============== ===============
Primary shares used in computing earnings per
average common and common equivalent
share outstanding 6,239,000 4,024,000
=============== ===============
See accompanying notes.
4
5
MITCHAM INDUSTRIES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
Three months
ended April 30,
------------------------------
1997 1996
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,723 $ 505
Adjustments to reconcile net income to net
cash flows from operating activities:
Receivables, net (2,043) (702)
Accounts payable and other current liabilities (1,170) 139
Depreciation 1,161 530
Deferred income taxes 268 --
Other, net 51 201
------------ ------------
Net cash provided by operating activities (10) 673
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of seismic equipment held for lease (1,693) (1,145)
Proceeds from sale of lease pool equipment 778 --
Purchases of property and equipment (161) (23)
------------ ------------
Net cash used in investing activities (1,076) (1,168)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment on short-term borrowings (1,937) (400)
Proceeds from long-term debt -- 3,126
Payments on long-term debt and capitalized lease obligations (2,626) (377)
Proceeds from issuance of common stock, net of offering expenses 18,108 1,421
------------ ------------
Net cash provided by financing activities 13,545 3,770
------------ ------------
NET INCREASE IN CASH 12,459 3,275
CASH, BEGINNING OF PERIOD 301 637
------------ ------------
CASH, END OF PERIOD $ 12,760 $ 3,912
============ ============
SUPPLEMENTAL CASH FLOW INFORMATION Cash paid for:
Interest $ 17 $ 17
Taxes -- $ 35
============ ============
Equipment purchases in accounts payable $ 429 $ 267
============ ============
See accompanying notes.
5
6
MITCHAM INDUSTRIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
1. The condensed 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 April 30, 1997 and 1996, and
the results of operations and cash flows for the three months then ended
have been included.
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 (the "Common Stock"), of which 2,785,000 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 will be used 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 to purchase primarily
additional 3-D seismic data acquisition equipment, improve computer
inventory and tracking systems and for general corporate purposes.
3. The foregoing interim results are not necessarily indicative of the
results of the operations for the full fiscal year ending January 31,
1998.
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7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
The Company leases and sells seismic data acquisition equipment to
companies engaged in the oil and gas industry. The Company provides short-term
leasing of peripheral seismic equipment to meet a customer's requirements, as
well as offering maintenance and support during the lease term. The Company
leases its seismic equipment primarily to seismic data acquisition companies
and major oil and gas exploration companies conducting land-based seismic
surveys in North and South America. The Company also sells and services new and
used seismic data acquisition systems and peripheral equipment to companies
engaged in oil and gas exploration.
All leases at April 30, 1997 were for a term of one year or less.
Seismic equipment held for lease consists primarily of 3-D channel boxes, and
is carried at cost, net of accumulated depreciation.
During the three months ended April 30, 1997 and 1996, revenues from
foreign customers totaled $3,550,000 and $1,209,000, respectively. All of the
Company's transactions with foreign customers are denominated in United States
dollars. Therefore, the Company is not subject to material gains or losses
resulting from currency fluctuations and has not engaged in hedging activities.
SEASONALITY
There is some seasonality to the Company's expected lease revenues
from customers operating in Canada. Historically, seismic equipment leasing has
been somewhat susceptible to weather patterns in certain geographic regions.
For example, in Canada, a significant percentage of seismic 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 muddy terrain. This increased leasing
activity by the Company's customers has historically resulted in increased
lease revenues in the Company's first and fourth quarters.
RESULTS OF OPERATIONS
For the three months Ended April 30, 1997 and April 30, 1996
Revenues of $5,536,000 for the three months ended April 30, 1997
represented an increase of 143.9% over revenues of $2,270,000 for the same
prior year period. Leasing services generated revenues of $4,116,000 for the
three months ended April 30, 1997, an increase of $2,312,000, or 128.2%, as
compared to $1,804,000 for the same prior year period. This increase reflected
additions of lease fleet equipment throughout fiscal 1997 to meet lease demand.
In the three months ended April 30, 1997, the Company maintained a utilization
rate
7
8
on its 3-D channel boxes of approximately 90%, as compared to its historical
utilization of approximately 80%, due to increased demand. Seismic equipment
sales for the three months ended April 30, 1997 were $1,420,000, an increase of
$954,000, or 204.7%, as compared to $466,000 for the same prior year period.
The increase in sales was due primarily to the exercise of a lease
purchase option in the three months ended April 30, 1997 totaling $910,000.
While the Company seeks to increase its equipment sales revenue when
opportunities to do so arise, management is continuing to pursue a growth
strategy 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 sales.
While the Company's leasing revenues increased by $2,132,000 during
the three months ended April 30, 1997 as compared to the same prior year
period, sublease costs decreased by $5,000 and depreciation, which related
primarily to equipment available for lease, increased by $689,000 due to an
increase in the lease fleet, resulting in an increase in net leasing revenues
of $1,448,000.
Gross margins on seismic equipment sales were 30.9% and 20.0% for the
three months ended April 30, 1997 and 1996, respectively. Margins on sales of
used equipment vary based upon the size of the transaction, the availability of
the product 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 61.9% or $224,000 in the
three months ended April 30, 1997 as compared to the same prior year period and
were 10.6% and 15.9% of total revenues for the three months ended April 30,
1997 and 1996, respectively. Although general and administrative expenses
increased, due in part to the legal and accounting expense associated with the
offering, general and administrative expenses decreased as a percent of total
revenues due to overhead expenses remaining relatively constant as revenues
increased.
The Company's provision for doubtful accounts expense increased from
$140,000 in the fiscal 1996 period to $289,000 in the fiscal 1997 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"). As of April 30, 1997, the Company's allowance for
doubtful accounts receivable amounted to $1,700,000, 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 three months ended April 30, 1997 increased by
$1,218,000, as compared to the same prior year period. The increase resulted
primarily from the increase in net leasing and sales revenues offset by
increases in general and administrative expenses and the provision for bad debt
expense.
8
9
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities for fiscal 1997, decreased
by $683,000, or 30.8%, as compared to fiscal 1996. At April 30, 1997, of the
Company's customers with trade receivables more than 90 days past due, four
customers had an aggregate of $2,096,000 more than 90 days past due. As of
April 30, 1997, amounts due from Grant totaled $1,513,000. The Company's
allowance for trade accounts receivable balance at April 30, 1997 is
$1,700,000, which management believes is adequate to cover any potential loss
associated with Grant and the Company's remaining trade accounts receivable.
During March 1997, the Company completed the successful public
offering (the "Offering") of a total of 3,450,000 shares of its common stock,
par value $0.01 (the "Common Stock"), 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. Approximately (i) $10.0 million of the net
proceeds will be used to purchase additional 3-D seismic data acquisition
equipment, including the $2.4 million remaining purchase requirement under the
I/O Agreement through May 31, 1998, (ii) $4.3 million was used to pay
outstanding debt to commercial lenders, (iii) $1.0 million will be used for
expenses related to the opening of the Company's Calgary, Alberta, Canada
office, and (iv) $250,000 will be used to improve computer and inventory
tracking systems. The remainder of the proceeds will be used for other general
corporate purposes.
Of the $4.3 million that was to be used to pay debt to commercial
lenders, approximately $1.0 million was used to pay the Company's revolving
line of credit (the "Working Capital Revolver") with Bank One, Texas, N.A.
("Bank One") and $3.3 million was used to pay its loan (the "Term Loan") with
Banc One Leasing Corporation ("Banc One Leasing").
In January 1997, the Company established a second revolving line of
credit with 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 second
term loan of $1.0 million (the "Second 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 Second 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 amount of any 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 Second Term Loan is payable
in ratable monthly installments over a two-year period through and including
December 1998.
9
10
As of January 31, 1997, capital expenditures for the three months
ended April 30, 1997 totaled approximately $2.1 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 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 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 11: Computation of Earnings Per Common and Common
Equivalent Share for the three months ended April 30, 1997
and 1996.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
April 30, 1997.
SIGNATURES
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: June 10, 1997
MITCHAM INDUSTRIES, INC.
---------------------------------------
ROBERTO RIOS,
VICE-PRESIDENT - FINANCE, SECRETARY AND
TREASURER (AUTHORIZED OFFICER AND PRINCIPAL
ACCOUNTING OFFICER)
10
11
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTIONS
- ------- ------------
11 Computation of Earnings Per Common and Common Equivalent Share
for the three months ended April 30, 1997 and 1996.
27 Financial Data Schedule.
1
EXHIBIT 11
MITCHAM INDUSTRIES, INC.
Computation of Earnings per Common
and Common Equivalent Share
(Unaudited)
Three months
ended April 30,
-------------------------
1997 1996
---------- ----------
COMPUTATION OF PRIMARY EARNINGS PER
COMMON SHARE:
Net income ............................................ $1,723,000 $ 505,000
---------- ----------
Weighted average number of common shares
outstanding ....................................... 6,060,303 3,435,006
Net effect of dilutive stock options and warrants,
based on the treasury stock method, using
average market price .............................. 178,245 589,023
---------- ----------
Common shares outstanding ............................. 6,238,548 4,024,029
========== ==========
Earnings per common share ............................. $ 0.28 $ 0.13
========== ==========
COMPUTATION OF EARNING PER COMMON SHARE
ASSUMING FULL DILUTION:
Net income ............................................ $1,723,000 $ 505,000
---------- ----------
Weighted average number of common shares
outstanding ....................................... 6,060,303 3,435,006
Net effect of dilutive stock options and warrants
based on the treasury stock method, using the
end-of-period market price ........................ 178,245 723,757
---------- ----------
Common shares outstanding assuming full dilution ...... 6,238,548 4,158,763
========== ==========
Earnings per common share assuming full dilution ...... $ 0.28 $ 0.12
========== ==========
5
1,000
3-MOS
JAN-31-1998
JAN-31-1997
APR-30-1997
12,670
0
8,482
1,700
436
20,075
24,082
5,119
38,881
3,367
0
0
0
74
34,958
39,095
1,420
5,536
981
1,023
1,805
289
17
2,620
897
1,723
0
0
0
1,723
.28
.28
