-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S53fdxmjPd/0ZxNuLQcFiyIHQLfS84h7KKt/YVPU7dlNb0mb8ShM4X/BJ/GJll7C EhV8yiJnXWbCDL+fo3jgCg== 0001299933-10-002282.txt : 20100608 0001299933-10-002282.hdr.sgml : 20100608 20100608163422 ACCESSION NUMBER: 0001299933-10-002282 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100608 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100608 DATE AS OF CHANGE: 20100608 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MITCHAM INDUSTRIES INC CENTRAL INDEX KEY: 0000926423 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 760210849 STATE OF INCORPORATION: TX FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25142 FILM NUMBER: 10884850 BUSINESS ADDRESS: STREET 1: 8141 SH 75 SOUTH STREET 2: PO BOX 1175 CITY: HUNTSVILLE STATE: TX ZIP: 77342 BUSINESS PHONE: 9362912277 MAIL ADDRESS: STREET 1: P O BOX 1175 CITY: HUNTSVILLE STATE: TX ZIP: 77342 8-K 1 htm_37936.htm LIVE FILING Mitcham Industries, Inc. (Form: 8-K)  

 


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 8, 2010

Mitcham Industries, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Texas 000-25142 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))


Item 2.02 Results of Operations and Financial Condition.

On June 8, 2010 Mitcham Industries, Inc. issued a press release announcing earnings for the quarter ended April 30, 2010. 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 report is being furnished, not filed, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and pursuant to Item 2.02 of form 8-K will not be incorporated by reference into any filing under the Securties 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 8, 2010






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 8, 2010   By:   /s/ Robert P. Capps
       
        Name: Robert P. Capps
        Title: Chief Financial Officer


Exhibit Index


     
Exhibit No.   Description

 
99.1
  Mitcham Industries, Inc. press release dated June 8, 2010
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

NEWS RELEASE

     
Contacts:  
Billy F. Mitcham, Jr., President & CEO
Mitcham Industries, Inc.
936-291-2277
   
Jack Lascar / Karen Roan

Dennard Rupp Gray & Easterly (DRG&E)

713-529-6600

MITCHAM INDUSTRIES REPORTS
FISCAL 2011 FIRST QUARTER RESULTS

Revenues increased 56% year over year
Diluted EPS of $0.24

HUNTSVILLE, TX – JUNE 8, 2010 – Mitcham Industries, Inc. (NASDAQ: MIND) (the “Company”) today announced financial results for its fiscal 2011 first quarter ended April 30, 2010.

Total revenues for the first quarter of fiscal 2011 were $16.5 million compared to $10.6 million in the first quarter of fiscal 2010. Net income for the first quarter of fiscal 2011 was $2.4 million, or $0.24 per diluted share, compared to net loss of $80,000, or $0.01 loss per share, for the first quarter of fiscal 2010. Fiscal 2011 first quarter results include a gain of $1.3 million, or $0.13 per diluted share, related to the acquisition of Absolute Equipment Solutions (“AES”). Excluding this gain, net income for the quarter was $1.1 million, or $0.11 per diluted share.

Bill Mitcham, the Company’s President and CEO, stated, “We are pleased to report a solid first quarter as our equipment leasing segment experienced a substantial improvement in our international markets while our Seamap segment posted another strong quarter. Our equipment leasing revenues for the first quarter rose 51% from a year ago and 27% from the fourth quarter, and Seamap revenues more than doubled from a year ago.

“Our leasing business showed marked improvement from the downturn we experienced last year. Contributing to this was a strong winter season in the Russian market. Of course, most of the Russian contracts ended during the quarter as the winter season came to a close, but we do have prospects for some summer work in that region. Leasing activity in Southeast Asia and South America continued to be robust. Our Seamap segment continued to perform well as we delivered two GunLink 4000 systems during the first quarter, as well as other equipment. We also generated a significant amount of ongoing service and repair work during the quarter.

“Considerable uncertainty remains in the oil and gas industry; however, there are positive developments that we believe could benefit our business for the balance of fiscal 2011 and beyond. We are seeing improvement in bid activity worldwide, with increased activity in Eastern Europe and promising prospects in areas such as Indonesia and South America. There continues to be widespread interest in our three-component digital sensor units, and we continue to build our downhole seismic tool business. Interest in our GunLink and BuoyLink products continues to be high, and we are optimistic about the prospects for our Seamap segment.

“We are pleased with our recent acquisition of AES, which is meeting our original expectations. Overall, we believe we are well positioned, operationally and financially, to capitalize on improving conditions in the industry.”

FIRST QUARTER FISCAL 2011 RESULTS

Total revenues for the fiscal 2011 first quarter increased 56% from the first quarter a year ago to $16.5 million, primarily due to a significant increase in leasing revenues and improved sales at Seamap. A significant portion of the Company’s revenues are generated from sources outside the United States. Revenues from international customers were approximately 89% of revenues in the first quarter of fiscal 2011 compared to approximately 79% of revenues during the first quarter of fiscal 2010.

Core revenues from equipment leasing, excluding equipment sales, rose 51% to $9.6 million compared to $6.3 million in the same period a year ago. Contributing to this improvement was a strong rebound in the Company’s Russian business this winter and solid growth in Indonesia and South America. Core revenues from equipment leasing rose 27% from the previous quarter due in large part to the increase in Russia.

Sales of lease pool equipment were $0.4 million compared to $69,000 in the first quarter of fiscal 2010. Sales of new seismic, hydrographic and oceanographic equipment were $0.8 million compared to $1.6 million in the comparable period a year ago.

Seamap equipment sales more than doubled to $5.8 million from $2.6 million in the comparable period a year ago, primarily due to the delivery of two GunLink 4000 systems, various other equipment and a considerable amount of ongoing service and repair work in the quarter.

Lease pool depreciation in the first quarter was $4.9 million versus $4.1 million in same period last year, a 20% increase. This increase resulted from additions made to the Company’s lease pool during fiscal 2010, including downhole seismic tools, three component digital sensors and a variety of marine equipment.

Gross profit in the fiscal 2011 first quarter was $6.9 million compared to $3.8 million in the first quarter of fiscal 2010. Gross profit margin for the first quarter of fiscal 2011 was 42% compared to 36% in the same period a year ago.

General and administrative (“G&A”) costs for the first quarter of fiscal 2011 were $4.2 million compared to $3.5 million in the first quarter of fiscal 2010 principally due to lower overhead absorption from long-term contracts and higher incentive compensation expense. Operating income for the first quarter of fiscal 2011 was $2.5 million compared to $16,000 in the comparable period a year ago. Net income for the first quarter of fiscal 2011 was $2.4 million, or $0.24 per diluted share, compared to net loss of $80,000, or $0.01 loss per share, for the first quarter of fiscal 2010.

Fiscal 2011 first quarter results include a gain of $1.3 million, or $0.13 per diluted share, related to the acquisition of AES. According to accounting standards, a valuation of the acquired assets and liabilities is required as of the closing of an acquisition. If the fair value, as defined in the accounting standards, of the acquired assets and liabilities exceeds the purchase price, a negative goodwill or bargain purchase situation exists, resulting in a gain being recognized as of the date of the acquisition.

EBITDA (earnings before interest, taxes, depreciation and amortization and excluding the gain from the AES acquisition) for the first quarter increased 61% to $7.3 million, or 44% of total revenues, from $4.5 million, or 43% of total revenues, in the same period last year. EBITDA, which is not a measure determined in accordance with generally accepted accounting principles (“GAAP”), is defined and reconciled to reported net income, the most comparable GAAP measure, in Note A under the accompanying financial tables.

CONFERENCE CALL

The Company has scheduled a conference call for Wednesday, June 9, 2010 at 9:00 a.m. Eastern time to discuss its fiscal 2011 first quarter end results. To access the call, please dial (480) 629-9725 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 on that site and clicking “Investors.” A telephonic replay of the conference call will be available through June 16, 2010 and may be accessed by calling (303) 590-3030, and using the passcode 4305330#. A web cast 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 DRG&E at (713) 529-6600 or email dmw@drg-e.com.

Mitcham Industries, Inc., a geophysical equipment supplier, offers for lease or sale, new and “experienced” seismic equipment to the oil and gas industry, seismic contractors, environmental agencies, government agencies and universities. Headquartered in Texas, with sales and services offices in Calgary, Canada; Brisbane, Australia; Singapore; Ufa, Bashkortostan, Russia; Lima, Peru; Bogota, Colombia and the United Kingdom and with associates throughout Europe, South America and Asia, Mitcham conducts operations on a global scale and is the largest independent exploration equipment lessor in the industry.

This press release includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included herein, including statements regarding the Company’s future financial position and results of operations, planned capital expenditures, the Company’s business strategy and other plans for future expansion, the future mix of revenues and business, future demand for the Company’s services and general conditions in the energy industry in general and seismic service industry, are forward-looking statements. While management believes that these forward-looking statements are reasonable when and as made, actual results may differ materially from such forward-looking statements. Important factors that could cause or contribute to such differences include possible decline in demand for seismic data and our services; the effect of fluctuations in oil and natural gas prices on exploration activity; the effect of uncertainty in financial markets on our customers’ and our ability to obtain financing; loss of significant customers; seasonal fluctuations that can adversely affect our business; defaults by customers on amounts due us; possible impairment of long-lived assets; risks associated with our manufacturing operations; inability to obtain funding or to obtain funding under acceptable terms; intellectual property claims by third parties; risks associated with our foreign operation, including foreign currency exchange risk; and other factors that are disclosed in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which are available from the Company without charge. Readers are cautioned to not place undue reliance on forward-looking statements which speak only as of the date of this release and the Company undertakes no duty to update or revise any forward-looking statement whether as a result of new information, future events or otherwise.

- Tables to follow -

1

MITCHAM INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(unaudited)

                 
    April 30, 2010   January 31, 2010
ASSETS
               
Current assets:
               
Cash and cash equivalents
  $ 12,432     $ 6,130  
Restricted cash
    683       605  
Accounts receivable, net
    16,062       15,444  
Current portion of contracts receivable
    1,397       2,073  
Inventories, net
    4,618       5,199  
Cost and estimated profit in excess of billings on uncompleted contract
    442       398  
Income taxes receivable
    1,363       1,438  
Deferred tax asset
    1,721       1,400  
Prepaid expenses and other current assets
    2,007       1,986  
Total current assets
    40,725       34,673  
Seismic equipment lease pool and property and equipment, net
    69,147       66,482  
Intangible assets, net
    5,767       2,678  
Goodwill
    4,320       4,320  
Prepaid foreign income tax
    2,898       2,574  
Deferred tax asset
          88  
Long-term portion of contracts receivable
    4,309       4,533  
Other assets
    140       49  
 
               
Total assets
  $ 127,306     $ 115,397  
 
               
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current liabilities:
               
Accounts payable
  $ 5,541     $ 6,489  
Current maturities – long-term debt
    741       93  
Foreign income taxes payable
    2,228       1,345  
Deferred revenue
    859       854  
Accrued expenses and other current liabilities
    4,512       2,668  
 
               
Total current liabilities
    13,881       11,449  
Non-current income taxes payable
    3,486       3,258  
Deferred tax liability
    844        
Long-term debt, net of current maturities
    19,591       15,735  
Total liabilities
    37,802       30,442  
Shareholders’ equity:
               
Preferred stock, $1.00 par value; 1,000 shares authorized; none issued and outstanding
           
Common stock, $0.01 par value; 20,000 shares authorized; 10,737 shares issued at April 30, 2010 and January 31, 2010
    107       107  
Additional paid-in capital
    76,019       75,746  
Treasury stock, at cost (925 shares at April 30, 2010 and January 31, 2010)
    (4,843 )     (4,843 )
Retained earnings
    12,641       10,247  
Accumulated other comprehensive income
    5,580       3,698  
 
               
Total shareholders’ equity
    89,504       84,955  
 
               
Total liabilities and shareholders’ equity
  $ 127,306     $ 115,397  
 
               

MITCHAM INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)
(unaudited)

                 
    For the Three Months Ended April 30,
    2010   2009
Revenues:
               
Equipment leasing
  $ 9,566     $ 6,326  
Lease pool equipment sales
    363       69  
Seamap equipment sales
    5,781       2,598  
Other equipment sales
    790       1,612  
 
               
Total revenues
    16,500       10,605  
 
               
Cost of sales:
               
Direct costs — equipment leasing
    744       528  
Direct costs — lease pool depreciation
    4,912       4,101  
Cost of lease pool equipment sales
    149       10  
Cost of Seamap and other equipment sales
    3,752       2,194  
Total cost of sales
    9,557       6,833  
 
               
Gross profit
    6,943       3,772  
Operating expenses:
               
General and administrative
    4,187       3,502  
Depreciation and amortization
    279       254  
 
               
Total operating expenses
    4,466       3,756  
 
               
Operating income
    2,477       16  
Other income (expenses):
               
Gain from bargain purchase in business combination
    1,304     -
Interest, net
    (94 )     (89 )
Other, net
    (502 )     119  
 
               
Total other income
    708       30  
Income before income taxes
    3,185       46  
Provision for income taxes
    (791 )     (126 )
 
               
Net income (loss)
  $ 2,394     $ (80 )
 
               
Net income (loss) per common share:
               
Basic
  $ 0.24     $ (0.01 )
 
               
Diluted
  $ 0.24     $ (0.01 )
 
               
Shares used in computing net income (loss) per common share:
       
Basic
    9,808       9,784  
Diluted
    10,082       9,784  

MITCHAM INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)
(unaudited)

                 
    For the Three Months Ended
    April 30,
    2010   2009
Cash flows from operating activities:
               
Net income (loss)
  $ 2,394     $ (80 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
               
Depreciation and amortization
    5,291       4,385  
Stock-based compensation
    273       416  
Gain from bargain purchase in business combination
    (1,304 )      
Provision for inventory obsolescence
    52       (81 )
Gross profit from sale of lease pool equipment
    (214 )     (59 )
Excess tax benefit from exercise of non-qualified stock options
          (7 )
Deferred tax provision (benefit)
    1,037       (176 )
Changes in non-current income taxes payable
    (189 )     188  
Changes in working capital items, net of effects from business combination:
               
Accounts receivable
    190       555  
Contracts receivable
    909        
Inventories
    766       (2,029 )
Prepaid expenses and other current assets
    (63 )     261  
Income taxes receivable and payable
    (282 )     1,402  
Costs incurred and estimated profit in excess of billings on uncompleted contract
    (17 )     1,066  
Accounts payable, accrued expenses, other current liabilities and deferred revenue
    946       (239 )
 
               
Net cash provided by operating activities
    9,789       5,602  
 
               
Cash flows from investing activities:
               
Purchases of seismic equipment held for lease
    (4,651 )     (6,485 )
Purchases of property and equipment
    (28 )     (95 )
Sale of used lease pool equipment
    363       69  
Acquisition of AES, net of cash acquired
    (2,100 )      
Net cash used in investing activities
    (6,416 )     (6,511 )
 
               
Cash flows from financing activities:
               
Net proceeds from line of credit
    3,200       500  
Payments on borrowings
    (101 )      
Purchases of short-term investments
    (47 )      
Proceeds from issuance of common stock upon exercise of stock options, net of stock surrendered to pay taxes
          (6 )
Excess tax benefit from exercise of non-qualified stock options
          7  
 
               
Net cash provided by financing activities
    3,052       501  
Effect of changes in foreign exchange rates on cash and cash equivalents
    (123 )     101  
 
               
Net change in cash and cash equivalents
    6,302       (307 )
Cash and cash equivalents, beginning of period
    6,130       5,063  
 
               
Cash and cash equivalents, end of period
  $ 12,432     $ 4,756  
 
               

Note A

MITCHAM INDUSTRIES, INC.
Reconciliation of Net Income (loss) to EBITDA
(Unaudited)

                 
    For the Three Months
    Ended April 30,
    2010   2009
    (in thousands)
Reconciliation of Net income (loss) to EBITDA and Adjusted EBITDA
               
Net income (loss)
  $ 2,394     $ (80 )
Interest expense, net
    94       89  
Depreciation and amortization
    5,291       4,385  
Provision for income taxes
    791       126  
Gain from bargain purchase
    (1,304 )   -
 
               
EBITDA (1)
    7,266       4,520  
Stock-based compensation
    273       416  
 
               
Adjusted EBITDA (1)
  $ 7,539     $ 4,936  
 
               

(1)   EBITDA is defined as net income (loss) before (i) interest income and interest expense, (ii) provision for (or benefit from) income taxes, (iii) depreciation, amortization and impairment of assets and (iv) gain from bargain purchase. Adjusted EBITDA excludes stock-based compensation. We consider EBITDA and Adjusted EBITDA to be important indicators for the performance of our business, but not measures of performance calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We have included these non-GAAP financial measures because they provide management with important information for assessing our performance and as indicators of our ability to make capital expenditures and finance working capital requirements. EBITDA and Adjusted EBITDA are not measures of financial performance 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. 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

(unaudited)

                         
    For the Three Months Ended
    April 30,
    2010   2009
            (in thousands)
Revenues:
                       
Equipment Leasing
          $ 10,719     $ 8,007  
Seamap
            5,830       2,683  
Inter-segment sales
            (49 )     (85 )
             
Total revenues
            16,500       10,605  
             
Cost of sales:
                       
Equipment Leasing
            6,434       5,862  
Seamap
            3,212       1,109  
Inter-segment costs
            (89 )     (138 )
             
Total cost of sales
            9,557       6,833  
             
Gross profit
          $ 6,943     $ 3,772  
             
 
            42 %     36 %

Equipment Leasing Segment:

                 
Revenue:
               
Equipment leasing
  $ 9,566     $ 6,326  
Lease pool equipment sales
    363       69  
New seismic equipment sales
    61       9  
SAP equipment sales
    729       1,603  
 
               
 
    10,719       8,007  
Cost of sales:
               
Lease pool depreciation
    4,952       4,101  
Direct costs-equipment leasing
    744       528  
Cost of lease pool equipment sales
    149       10  
Cost of new seismic equipment sales
    11       5  
Cost of SAP equipment sales
    578       1,218  
 
               
 
    6,434       5,862  
 
               
Gross profit
  $ 4,285     $ 2,145  
 
               
Gross profit %
    40 %     27 %

    Seamap Segment:

                 
Equipment sales
  $ 5,830     $ 2,683  
Cost of equipment sales
    3,212       1,109  
 
               
Gross profit
  $ 2,618     $ 1,574  
 
               
Gross profit %
    45 %     59 %

###

2 -----END PRIVACY-ENHANCED MESSAGE-----