Attached files

file filename
EX-32.1 - EXHIBIT 32.1 - MITCHAM INDUSTRIES INCex-321q319.htm
EX-31.2 - EXHIBIT 31.2 - MITCHAM INDUSTRIES INCex-312q319.htm
EX-31.1 - EXHIBIT 31.1 - MITCHAM INDUSTRIES INCex-311q319.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2018
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number: 001-13490 
 
MITCHAM INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
 
Texas
 
76-0210849
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
8141 SH 75 South
P.O. Box 1175
Huntsville, Texas 77342
(Address of principal executive offices, including Zip Code)
(936) 291-2277
(Registrant’s telephone number, including area code) 
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
  
Accelerated filer
 
 
 
 
 
 
 
 
Non-accelerated filer
 
  
Smaller reporting company
 
 
 
 
 
 
 
 
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.  ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ☐    No  ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 12,119,399 shares of common stock, $0.01 par value, were outstanding as of December 4, 2018.
 



MITCHAM INDUSTRIES, INC.
Table of Contents
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Item 5.
 
 
 
Item 6.
 
 
 
 
 
 
 
 
 


ii


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
MITCHAM INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(unaudited)
 
October 31, 2018
 
January 31, 2018
ASSETS
Current assets:
 
 
 
Cash and cash equivalents
$
5,406

 
$
9,902

Restricted cash
213

 
244

Accounts and contracts receivable, net of allowance for doubtful accounts of $3,108
and $3,885 at October 31, 2018 and January 31, 2018, respectively
17,440

 
10,494

Inventories, net
11,679

 
10,856

Prepaid expenses and other current assets
1,603

 
1,550

Total current assets
36,341

 
33,046

Seismic equipment lease pool and property and equipment, net
16,655

 
22,900

Intangible assets, net
10,911

 
8,015

Goodwill
2,531

 
2,531

Non-current prepaid income taxes
1,434

 
1,609

Deferred tax asset
58

 

Long-term receivables, net of allowance for doubtful accounts of $532 and $2,282 at
October 31, 2018 and January 31, 2018, respectively

 
4,652

Other assets
609

 
926

Total assets
$
68,539

 
$
73,679

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
 
 
 
Accounts payable
$
2,096

 
$
1,271

Deferred revenue
156

 
741

Accrued expenses and other current liabilities
5,477

 
5,253

Income taxes payable
556

 
258

Total current liabilities
8,285

 
7,523

Deferred tax liability

 
307

Total liabilities
8,285

 
7,830

Shareholders’ equity:
 
 
 
Preferred stock, $1.00 par value; 1,000 shares authorized; 798 and 532 issued and
outstanding at October 31, 2018 and January 31, 2018, respectively
17,612

 
11,544

Common stock, $0.01 par value; 20,000 shares authorized; 14,049 and 14,019 shares issued at
October 31, 2018 and January 31, 2018, respectively
140

 
140

Additional paid-in capital
122,879

 
122,304

Treasury stock, at cost (1,929 shares at October 31, 2018 and January 31, 2018)
(16,860
)
 
(16,860
)
Accumulated deficit
(59,355
)
 
(42,425
)
Accumulated other comprehensive loss
(4,162
)
 
(8,854
)
Total shareholders’ equity
60,254

 
65,849

Total liabilities and shareholders’ equity
$
68,539

 
$
73,679

The accompanying notes are an integral part of these condensed consolidated financial statements.

1


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,
 
 
2018
 
2017
 
2018
 
2017
Revenues:
 
 
 
 
 
 
 
 
Sale of marine technology products
 
$
9,277

 
$
5,955

 
$
18,720

 
$
22,429

Equipment leasing
 
3,166

 
2,071

 
7,493

 
5,765

Sale of lease pool equipment and other equipment sales
 
2,208

 
618

 
4,401

 
9,719

Total revenues
 
14,651

 
8,644

 
30,614

 
37,913

Cost of sales:
 
 
 
 
 
 
 
 
Sale of marine technology products
 
4,904

 
3,132

 
10,206

 
12,975

Equipment leasing (including lease pool depreciation of $2,176 and $3,578 for the three
months ended October 31, 2018 and 2017 respectively, and $7,275 and $11,509 for the nine
months ended October 31, 2018 and 2017 respectively)
 
3,296

 
4,400

 
10,120

 
13,815

Lease pool equipment and other equipment sales
 
1,227

 
211

 
1,959

 
6,410

Total cost of sales
 
9,427

 
7,743

 
22,285

 
33,200

Gross profit
 
5,224

 
901

 
8,329

 
4,713

Operating expenses:
 
 
 
 
 
 
 
 
Selling, general and administrative
 
4,819

 
4,879

 
15,953

 
14,508

Research and development
 
175

 
299

 
857

 
637

Provision for doubtful accounts
 

 

 
200

 

Depreciation and amortization
 
579

 
516

 
1,816

 
1,622

Total operating expenses
 
5,573

 
5,694

 
18,826

 
16,767

Operating loss
 
(349
)
 
(4,793
)
 
(10,497
)
 
(12,054
)
Other income (expense):
 
 
 
 
 
 
 
 
Loss on sale (including $5,355 of cumulative translation loss)
 
(4,905
)
 

 
(4,905
)
 

Interest income, net
 
12

 
52

 
47

 
23

Other, net
 
(198
)
 
46

 
(57
)
 
(107
)
Total other (expenses) income
 
(5,091
)
 
98

 
(4,915
)
 
(84
)
Loss before income taxes
 
(5,440
)
 
(4,695
)
 
(15,412
)
 
(12,138
)
Benefit (provision) for income taxes
 
249

 
(586
)
 
(273
)
 
(1,172
)
Net loss
 
$
(5,191
)
 
$
(5,281
)
 
$
(15,685
)
 
$
(13,310
)
Preferred stock dividends
 
(449
)
 
(229
)
 
(1,245
)
 
(630
)
Net loss attributable to common shareholders
 
$
(5,640
)
 
$
(5,510
)
 
$
(16,930
)
 
$
(13,940
)
Net loss per common share:
 
 
 
 
 
 
 
 
Basic
 
$
(0.47
)
 
$
(0.46
)
 
$
(1.40
)
 
$
(1.15
)
Diluted
 
$
(0.47
)
 
$
(0.46
)
 
$
(1.40
)
 
$
(1.15
)
Shares used in computing net loss per common share:
 
 
 
 
 
 
Basic
 
12,119

 
12,087

 
12,100

 
12,082

Diluted
 
12,119

 
12,087

 
12,100

 
12,082

The accompanying notes are an integral part of these condensed consolidated financial statements.


2


MITCHAM INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(in thousands)
(unaudited)
 
 
 
For the Three Months Ended October 31,
 
For the Nine Months Ended October 31,
 
 
2018
 
2017
 
2018
 
2017
Net loss attributable to common shareholders
 
$
(5,640
)
 
$
(5,510
)
 
$
(16,930
)
 
$
(13,940
)
Change in cumulative translation adjustment for sale of foreign entity
 
5,355

 

 
5,355

 

Other changes in cumulative translation adjustment
 
(284
)
 
(254
)
 
(663
)
 
621

Comprehensive loss attributable to common shareholders
 
$
(569
)
 
$
(5,764
)
 
$
(12,238
)
 
$
(13,319
)
The accompanying notes are an integral part of these condensed consolidated financial statements.


3


MITCHAM INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 
 
 
For the Nine Months Ended October 31,
 
 
2018
 
2017
Cash flows from operating activities:
 
 
 
 
Net loss
 
$
(15,685
)
 
$
(13,310
)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
 
 
 
 
Depreciation and amortization
 
9,184

 
13,219

Stock-based compensation
 
575

 
685

Provision for inventory obsolescence
 
140

 
58

Provision for doubtful accounts, net of charge offs
 
200

 

Gross profit from sale of lease pool equipment
 
(1,848
)
 
(3,080
)
Loss on sale of business
 
4,905

 

Deferred tax expense
 
(365
)
 
(31
)
Non-Current prepaid tax
 
472

 

Changes in:
 
 
 
 
Trade accounts and contracts receivable
 
(878
)
 
5,129

Unbilled revenue
 
(2,435
)
 

Inventories
 
(1,304
)
 
79

Prepaid expenses and other current assets
 
(1,158
)
 
207

Income taxes receivable and payable
 

 
714

Accounts payable, accrued expenses and other current liabilities
 
(626
)
 
(1,244
)
Deferred revenue
 
527

 

Foreign exchange losses net of gains
 
336

 
(252
)
Net cash (used in) provided by operating activities
 
(7,960
)
 
2,174

Cash flows from investing activities:
 
 
 
 
Purchases of seismic equipment held for lease
 
(1,424
)
 
(321
)
Acquisition of assets
 
(3,000
)
 

Purchases of property and equipment
 
(696
)
 
(276
)
Sale of used lease pool equipment
 
4,124

 
6,690

Sale of business, net of cash sold
 
(147
)
 

Net cash (used in) provided by investing activities
 
(1,143
)
 
6,093

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
 
6,135

 
1,847

Preferred stock dividends
 
(1,245
)
 
(630
)
Net cash provided by (used in) financing activities
 
4,890

 
(5,090
)
Effect of changes in foreign exchange rates on cash, cash equivalents and restricted cash
 
(314
)
 
82

Net (decrease) increase in cash, cash equivalents and restricted cash
 
(4,527
)
 
3,259

Cash, cash equivalents and restricted cash, beginning of period
 
10,146

 
3,511

Cash, cash equivalents and restricted cash, end of period
 
$
5,619

 
$
6,770

Supplemental cash flow information:
 
 
 
 
Interest paid
 
$
2

 
$
84

Income taxes paid
 
$
414

 
$
436

Purchases of seismic equipment held for lease in accounts payable at end of period
 
$
264

 
$
65

The accompanying notes are an integral part of these condensed consolidated financial statements.


4


MITCHAM INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Organization
Mitcham Industries, Inc., a Texas corporation (the “Company”), was incorporated in 1987. The Company, through its wholly owned subsidiary, Seamap International Holdings Pte, Ltd. (“Seamap”), and its wholly owned subsidiary, Klein Marine Systems, Inc. (“Klein”), designs, manufactures and sells a broad range of proprietary products for the seismic, hydrographic and offshore industries with product sales and support facilities based in New Hampshire, Singapore, Malaysia and the United Kingdom. The Company, through its wholly owned Australian subsidiary, Seismic Asia Pacific Pty Ltd. (“SAP”), provides seismic, oceanographic and hydrographic leasing and sales worldwide, primarily in Southeast Asia and Australia. The Company, through its wholly owned Canadian subsidiary, Mitcham Canada, ULC (“MCL”), its wholly owned Hungarian subsidiary, Mitcham Europe Ltd. (“MEL”), its wholly owned Singaporean subsidiary, Mitcham Marine Leasing Pte. Ltd. (“MML”), and its branch operations in Colombia, provides full-service equipment leasing, sales and service to the seismic industry worldwide. In August 2018 the Company sold its wholly owned Russian subsidiary, Mitcham Seismic Eurasia LLC (“MSE”). See Note 12. All intercompany transactions and balances have been eliminated in consolidation.
2. Basis of Presentation
The condensed consolidated balance sheet as of January 31, 2018 for the Company has been derived from audited consolidated financial statements. The unaudited interim condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2018. In the opinion of the Company’s management, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position as of October 31, 2018, the results of operations for the three and nine months ended October 31, 2018 and 2017, and the cash flows for the nine months ended October 31, 2018 and 2017, have been included in these condensed consolidated financial statements. The foregoing interim results are not necessarily indicative of the results of operations to be expected for the full fiscal year ending January 31, 2019.
3. New Accounting Pronouncements
In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, to simplify impairment testing of goodwill and other intangible assets by eliminating step two of the impairment test. The Company has adopted the provisions of ASU 2017-04 as of January 31, 2018. The adoption of ASU 2017-04 did not have a material effect on the Company's condensed consolidated financial statements.
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to address how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The Company has adopted the provisions of ASU No. 2016-15 as of February 1, 2018. The adoption of ASU No. 2016-15 did not have a material effect on the Company’s condensed consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to provide guidance on recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements, specifically differentiating between different types of leases. More specifically, the new guidance requires a lessee to recognize assets and liabilities for leases with terms of more than 12 months. ASU No. 2016-02 will be effective during the Company’s fiscal year ended January 31, 2020. Management has not yet completed its assessment of the impact of the new guidance. However, based on a preliminary review, the Company does not expect the adoption of ASU No. 2016-02 to have a material impact on its financial statements. The Company is continuing its assessment, which may identify additional impacts the adoption of ASU No. 2016-02 will have on its consolidated financial statements and disclosures.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. ASU 2014-09 was later amended by ASU No. 2016-10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing , and ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients . ASU 2014-09, as amended, (the “New Revenue Standard”) supersedes most industry specific guidance and intends to enhance comparability of revenue recognition practices across entities and industries by providing a principle-based, comprehensive framework for addressing revenue recognition issues. The Company adopted the New Revenue Standard as of February 1, 2018 using the modified retrospective method. The adoption of the New Revenue Standard did not have a material impact on the Company’s consolidated financial statements.

5


4. Revenue from Contracts with Customers
Effective February 1, 2018 the Company adopted the New Revenue Standard using the modified retrospective method applied to those contracts which were not completed as of February 1, 2018. Results for reporting periods beginning after January 31, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605.
Under the New Revenue Standard, revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The Company has determined that the New Revenue Standard applies to contracts performed by the businesses in our Marine Technology Products segment, but not to contracts performed by our Equipment Leasing segment which are within the scope of other revenue recognition standards.
The impact of adopting the New Revenue Standard was not material, as the analysis of our contracts under the New Revenue Standard supports the recognition of revenue at a point in time for the majority of our contracts, which is consistent with our revenue recognition model. As a result, the Company did not record an adjustment to opening retained earnings as a result of the adoption of the New Revenue Standard.
The following table presents revenue from contracts with customers disaggregated by product line and timing of revenue recognition:

 
 
Three Months Ended October 31, 2018
 
Nine Months Ended October 31, 2018
Revenue recognized at a point in time:
 
(in thousands)
Seamap
 
$
5,356

 
$
10,512

Klein
 
2,683

 
5,560

SAP
 
1,085

 
2,362

Total revenue recognized at a point in time
 
$
9,124

 
$
18,434

Revenue recognized over time:
 
 
Seamap
 
$
181

 
$
591

Total revenue recognized over time
 
181

 
591

Total revenue from contracts with customers
 
$
9,305

 
$
19,025


The revenue from products manufactured and sold by our Seamap and Klein businesses, as well as the revenue from products marketed and sold by our SAP business, is generally recognized at a point in time, or when the customer takes possession of the product, based on the terms and conditions stipulated in our contracts with customers. Our Seamap business also provides Software Maintenance Agreements (“SMA”) to customers who have an active license for software imbedded in Seamap products. The revenue from SMA’s is recognized over time, with the total value of the SMA amortized in equal monthly amounts over the life of the contract.
The following table presents revenue from contracts with customers disaggregated by geography, based on shipping location of our customers:
 
 
Three Months Ended October 31, 2018
 
Nine Months Ended October 31, 2018
 
 
(in thousands)
United States
 
$
1,104

 
$
2,356

Europe, Russia & CIS
 
5,629

 
10,395

Middle East & Africa
 
515

 
1,151

Asia-Pacific
 
1,820

 
4,499

Canada & Latin America
 
237

 
624

Total revenue from contracts with customers
 
$
9,305

 
$
19,025


6


As of October 31, 2018 contract assets and liabilities consisted of the following:

 
 
October 31, 2018
Contract Assets:
 
(in thousands)
Unbilled revenue-current
 
$
2,435

Unbilled revenue - non-current
 

Total unbilled revenue
 
$
2,435

Contract Liabilities:
 
 
Deferred revenue & customer deposits - current
 
$
521

Deferred revenue & customer deposits - non-current
 
6

Total deferred revenue & customer deposits
 
$
527

Considering the products manufactured and sold by the businesses in our Marine Technology Products segment and the Company’s standard contract terms and conditions, we expect our contract assets and liabilities to turn over, on average, within a three to six month period.
Pursuant to practical expedients and exemptions included in the New Revenue Standard, sales and transaction-based taxes are excluded from revenue. Also, we do not disclose the value of unsatisfied performance obligations for contacts with an original expected duration of one year or less. Additionally, we expense costs incurred to obtain contracts when incurred because the amortization period would have been one year or less. These costs are recorded in selling, general and administrative expenses.
5. Acquisition of Assets
In February 2018 the Company completed the acquisition of intellectual property and certain other assets from Hydroscience Technologies, Inc. and Solid Seismic LLC (collectively “Hydroscience”). Hydroscience designed, manufactured and sold marine sensors and solid streamer technology products primarily for the hydrographic and seismic industries. In April 2017 Hydroscience filed for bankruptcy protection. Mitcham acquired the assets pursuant to an Asset Purchase Agreement and Sale Order (collectively the “Agreement”) that were approved by the bankruptcy court on January 31, 2018. Under the terms of the Agreement, Mitcham acquired certain specified intangible and tangible assets free and clear of all prior claims and encumbrances, and assumed no liabilities, contracts or prior warranty obligations. Details of the purchase price and the allocation of the purchase price to the assets acquired are as follows (in thousands):
 
 
Purchase Price:
 
Cash
$
3,000

Release of claims against Hydroscience
1,144

Transaction costs
312

Total purchase price
$
4,456

 
 
Allocation of purchase price:
 
Inventory
$
206

Tangible assets (mainly manufacturing equipment)
350

Intangible assets (including patents, designs & software)
3,900

Total purchase price
$
4,456

The cash portion of the purchase price and other related costs were financed with the sale of 174,046 shares of our 9% Series A Cumulative Preferred Stock to Mitsubishi Heavy Industries, Inc. for $4.0 million.






7


6. Balance Sheet
 
 
October 31, 2018
 
January 31, 2018
 
 
(in thousands)
Receivables:
 
 
 
 
Accounts receivable
 
$
16,722

 
$
16,392

Contracts receivable
 
4,358

 
4,921

 
 
21,080

 
21,313

Less long-term portion
 
(532
)
 
(6,934
)
Current accounts and contracts receivable
 
20,548

 
14,379

Less current portion of allowance for doubtful accounts
 
(3,108
)
 
(3,885
)
Current portion of accounts and contracts receivable, net of allowance for doubtful accounts
 
$
17,440

 
$
10,494

Contracts receivable consisted of $4.4 million due from five customers at October 31, 2018 and $4.9 million due from four customers as of January 31, 2018. The balance of contracts receivable at October 31, 2018 and January 31, 2018 consisted of contracts bearing interest at an average rate of approximately 4.3% and 2.2% respectively and with remaining repayment terms from 1 to 40 months. These contracts are related to lease pool equipment sales and are collateralized by the equipment sold.
 
 
October 31, 2018
 
January 31, 2018
 
 
(in thousands)
Inventories:
 
 
 
 
Raw materials
 
$
4,844

 
$
5,099

Finished goods
 
5,916

 
6,185

Work in progress
 
1,987

 
1,247

 
 
12,747

 
12,531

Less allowance for obsolescence
 
(1,068
)
 
(1,675
)
Total inventories, net
 
$
11,679

 
$
10,856

 
 
 
October 31, 2018
 
January 31, 2018
 
 
(in thousands)
Seismic equipment lease pool and property and equipment:
 
 
 
 
Seismic equipment lease pool
 
$
159,312

 
$
174,274

Land and buildings
 
4,021

 
3,380

Furniture and fixtures
 
10,103

 
10,222

Autos and trucks
 
762

 
722

 
 
174,198

 
188,598

Accumulated depreciation and amortization
 
(157,543
)
 
(165,698
)
Total seismic equipment lease pool and property and equipment, net
 
$
16,655

 
$
22,900

As of January 31, 2018, the Company completed an annual review of long-lived assets noting that the undiscounted future cash flows exceeded their carrying value and no impairment has been recorded. Since January 31, 2018 there have been no significant changes to the market, economic or legal environment in which the Company operates that would indicate additional impairment analysis is necessary as of October 31, 2018.





8


7. Goodwill and Other Intangible Assets
 
Weighted Average Life at 10/31/2018
 
October 31, 2018
 
January 31, 2018
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Impairment
 
Net
Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Impairment
 
Net
Carrying
Amount
 
 
 
 
 
(in thousands)
 
 
 
 
 
 
 
(in thousands)
 
 
 
 
Goodwill
 
 
$
7,060

 
$

 
$
(4,529
)
 
$
2,531

 
$
7,060

 
$

 
$
(4,529
)
 
$
2,531

Proprietary rights
7.6
 
$
9,594

 
$
(4,077
)
 
$

 
$
5,517

 
$
6,181

 
$
(3,663
)
 
$

 
$
2,518

Customer relationships
3.1
 
5,024

 
(2,976
)
 

 
2,048

 
5,024

 
(2,464
)
 

 
2,560

Patents
5.7
 
2,441

 
(965
)
 

 
1,476

 
1,730

 
(778
)
 

 
952

Trade name
7.6
 
894

 
(49
)
 

 
845

 
894

 
(41
)
 

 
853

Developed technology
7.2
 
1,430

 
(405
)
 

 
1,025

 
1,430

 
(298
)
 

 
1,132

Amortizable intangible assets
 
$
19,383

 
$
(8,472
)
 
$

 
$
10,911

 
$
15,259

 
$
(7,244
)
 
$

 
$
8,015

On January 31, 2018, the Company completed an annual review of goodwill and other intangible assets. Based on a review of qualitative factors it was determined it was more likely than not that the fair value of our Seamap reporting unit was greater than its carrying value. Based on a review of qualitative and quantitative factors it was determined it was more likely than not that the fair value of our Klein reporting unit was not greater than its carrying value. Accordingly, we recorded an impairment of approximately $1.5 million related to the Klein reporting unit in the quarter ended January 31, 2018.
During the nine months ended October 31, 2018 there have been no substantive indicators of additional impairment.
Amortizable intangible assets are amortized over their estimated useful lives of five to 15 years using the straight-line method. Aggregate amortization expense was $1.3 million and $1.1 million for the nine months ended October 31, 2018 and 2017, respectively. As of October 31, 2018, future estimated amortization expense related to amortizable intangible assets was estimated to be:
For fiscal years ending January 31 (in thousands):
 
2019
$
472

2020
1,845

2021
1,697

2022
1,212

2023
1,018

2024 and thereafter
4,667

Total
$
10,911

8. Income Taxes
For the nine months ended October 31, 2018 the provision for income taxes was approximately $273,000 on a pre-tax net loss of $15.4 million. For the nine months ended October 31, 2017 the provision for income taxes was approximately $1.2 million on a pre-tax net loss of $12.1 million. The variance between our actual provision and the expected provision based on the U.S. statutory rate is due to the mix of pre-tax profit between the U.S. and international taxing jurisdictions with varying statutory rates, the impact of permanent differences, state income and foreign withholding taxes, other tax adjustments, such as valuation allowances against deferred tax assets, and discrete items, including tax expense or benefit recognized for uncertain tax positions.
Non-current prepaid income taxes of approximately $1.4 million at October 31, 2018 and 1.6 million at January 31, 2018, consist primarily of foreign taxes.
The Company files U.S. federal and state income tax returns as well as separate returns for its foreign subsidiaries within their local jurisdictions. The Company's U.S. federal and state income tax returns are subject to examination by the Internal Revenue Service and state tax authorities for fiscal years ended January 31, 2013 through 2018. In addition, the Company's tax returns filed in foreign jurisdictions are generally subject to examination for the fiscal years ended January 31, 2013 through 2018.
The Company has determined that the undistributed earnings of foreign subsidiaries are not deemed to be indefinitely reinvested outside of the United States as of October 31, 2018. Furthermore, the Company has concluded that any deferred taxes with respect to the undistributed foreign earnings would be immaterial, particularly in light of the one-time repatriation of foreign earnings imposed by the Tax Cuts and Jobs Act legislation enacted in December 2017. Therefore, the Company has not recorded a deferred tax liability associated with the undistributed foreign earnings as of October 31, 2018.
For the nine months ended October 31, 2018 and October 31, 2017, the Company did not recognize any tax expense or benefit related to uncertain tax positions.

9


The Company prospectively adopted the provisions of ASU 2016-09 beginning February 1, 2017. Accordingly, all excess tax benefits or deficiencies related to employee share-based payments are recognized as income tax benefits or expense in the accompanying Consolidated Statement of Operations and as operating activities in the accompanying Consolidated Statements of Cash Flows.
9. Earnings per Share
Net income per basic common share is computed using the weighted average number of common shares outstanding during the period, excluding unvested restricted stock. Net income per diluted common share is computed using the weighted average number of common shares and dilutive potential common shares outstanding during the period using the treasury stock method. Potential common shares result from the assumed exercise of outstanding common stock options having a dilutive effect and from the assumed vesting of unvested shares of restricted stock.
The following table presents the calculation of basic and diluted weighted average common shares used in the earnings per share calculation:
 
 
Three Months Ended October 31,
 
Nine Months Ended October 31,
 
 
2018
 
2017
 
2018
 
2017
 
 
(in thousands)
 
(in thousands)
Basic weighted average common shares outstanding
 
12,119

 
12,087

 
12,100

 
12,082

Stock options
 
92

 
35

 
73

 
81

Unvested restricted stock
 
3

 
28

 
10

 
34

Total weighted average common share equivalents
 
95

 
63

 
83

 
115

Diluted weighted average common shares outstanding
 
12,214

 
12,150

 
12,183

 
12,197


For the three and nine month periods ended October 31, 2018 and 2017, potentially dilutive common shares, underlying stock options and unvested restricted stock were anti-dilutive and were therefore not considered in calculating diluted loss per share for those periods.
10. Related Party Transaction
On October 7, 2016 the Company entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Ladenburg Thalmann & Co. Inc. (the “Agent”), pursuant to which the Company may sell up to 500,000 shares of 9.00% Series A Cumulative Preferred Stock (the "Preferred Stock'), par value $1.00 per share through an at-the-market ("ATM") offering program administered by the Agent. The Co-Chief Executive Officer and Co-President of Ladenburg Thalmann & Co. Inc is the Non-Executive Chairman of the Company’s board of directors. Under the Equity Distribution Agreement, the Agent will be entitled to compensation of up to 2.0% of the gross proceeds from the sale of Preferred Stock under the ATM offering program. For the three and nine month periods ended October 31, 2018, the Company issued 29,562 and 91,910 shares of Preferred Stock under the ATM offering program, respectively. Gross proceeds from these sales for the three and nine months ended October 31, 2018 were approximately $699,000 and $2.2 million, respectively, and the Agent received compensation of approximately $14,000 and $44,000, respectively. The Non-Executive Chairman of the Company received no portion of this compensation.
11. Equity and Stock-Based Compensation
During the three months ended October 31, 2018, the Company’s Board of Directors declared quarterly dividends of $0.5625 per share for our Preferred Stock. See Note 10.
Total compensation expense recognized for stock-based awards granted under the Company’s equity incentive plan during the three and nine month periods ended October 31, 2018 was approximately $207,000 and $575,000, respectively, and during the three and nine month periods ended October 31, 2017 was approximately $224,000 and $685,000, respectively.
12. Sale of MSE
In August 2018, the Company completed the sale of its wholly owned Russian subsidiary, Mitcham Seismic Eurasia LLC for total contractual proceeds of approximately $1.2 million U.S. dollars. The proceeds are due in monthly installments of principal and interest, accruing at a rate of 9% per annum, with the balance due on or before August 31, 2019. As a result of the sale, the company recorded a loss of approximately $4.9 million including recognition of approximately $5.4 million of cumulative translation losses which had been historically recorded in Accumulated Other Comprehensive Loss, a component of equity.
13. Segment Reporting
The Marine Technology Products segment is engaged in the design, manufacture and sale of state-of-the-art seismic and offshore
telemetry systems. Manufacturing, support and sales facilities are maintained in the UK, Singapore, Malaysia and New Hampshire, with sales offices in Huntsville, Texas and Brisbane, Australia.

10


The Equipment Leasing segment offers for lease or sale, new and used seismic equipment to the oil and gas industry, seismic
contractors, environmental agencies, government agencies and universities. The Equipment Leasing segment is headquartered in Huntsville,
Texas, with sales and services offices in Calgary, Canada; Singapore; Brisbane, Australia and, prior to the sale of MSE (see Note 12) in August 2018, Ufa, Bashkortostan, Russia.
Financial information by business segment is set forth below (net of any allocations):
 
 
 
Total Assets
 
 
As of October 31, 2018
 
As of January 31, 2018
 
 
(in thousands)
Marine Technology Products
 
$
46,331

 
$
35,879

Equipment Leasing
 
22,231

 
37,850

Eliminations
 
(23
)
 
(50
)
Consolidated
 
$
68,539

 
$
73,679

Results for the three months ended October 31, 2018 and 2017 were as follows (in thousands):
 
 
Revenues
 
Operating income (loss)
 
Income (loss) before taxes
 
 
2018
 
2017
 
2018
 
2017
 
2018
 
2017
Marine Technology Products
 
$
9,305

 
$
5,992

 
$
876

 
$
(74
)
 
$
881

 
$
4

Equipment Leasing
 
5,386

 
2,730

 
(347
)
 
(3,927
)
 
(5,443
)
 
(3,933
)
Corporate expenses
 

 

 
(864
)
 
(792
)
 
(864
)
 
(792
)
Eliminations
 
(40
)
 
(78
)
 
(14
)
 

 
(14
)
 
26

Consolidated
 
$
14,651

 
$
8,644

 
$
(349
)
 
$
(4,793
)
 
$
(5,440
)
 
$
(4,695
)
Results for the nine months ended October 31, 2018 and 2017 were as follows (in thousands):
 
 
 
Revenues
 
Operating income (loss)
 
Income (loss) before taxes
 
 
2018
 
2017
 
2018
 
2017
 
2018
 
2017
Marine Technology Products
 
$
19,025

 
$
22,565

 
$
(2,515
)
 
$
1,160

 
$
(2,441
)
 
$
999

Equipment Leasing
 
11,906

 
15,546

 
(5,369
)
 
(10,571
)
 
(10,359
)
 
(10,494
)
Corporate expenses
 

 

 
(2,599
)
 
(2,643
)
 
(2,599
)
 
(2,643
)
Eliminations
 
(317
)
 
(198
)
 
(14
)
 

 
(13
)
 

Consolidated
 
$
30,614

 
$
37,913

 
$
(10,497
)
 
$
(12,054
)
 
$
(15,412
)
 
$
(12,138
)
Sales from the Marine Technology Products segment to the Equipment Leasing segment are eliminated in consolidated revenues. Consolidated income before taxes reflects the elimination of profit from intercompany sales and depreciation expense on the difference between the sales price and the cost to manufacture the equipment. Fixed assets are reduced by the difference between the sales price and the cost to manufacture the equipment, less the accumulated depreciation related to the difference.

11


CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
Certain statements contained in this Quarterly Report on Form 10-Q (this “Form 10-Q”) may be deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “expect,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” or other similar expressions are intended to identify forward-looking statements, which generally are 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 for 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. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, those summarized below:
 
decline in the demand for seismic data and our services;
the effect of changing economic conditions and fluctuations in oil and natural gas prices on exploration activities;
the effect of uncertainty in financial markets on our customers’ and our ability to obtain financing;
loss of significant customers;
increased competition;
loss of key suppliers;
uncertainties regarding our foreign operations, including political, economic and currency risks;
seasonal fluctuations that can adversely affect our business;
fluctuations due to circumstances beyond our control or that of our customers;
defaults by customers on amounts due us;
possible further impairment of our long-lived assets due to technological obsolescence or changes in anticipated cash flow generated from those assets;
inability to obtain funding or to obtain funding under acceptable terms;
intellectual property claims by third parties;
risks associated with our manufacturing operations;
the impact of economic and trade sanctions imposed on Russia by the United States and the European Union in response to the political unrest in Ukraine; and
other risks associated with our foreign operations, including foreign currency exchange risk.
For additional information regarding known material factors that could cause our actual results to differ materially from our projected results, please see (1) Part II, “Item 1A. Risk Factors” of this Form 10-Q, and (2) Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2018.
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 publically update or revise any forward-looking statement after the date they are made, whether as the result of new information, future events or otherwise.


12


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview
We operate in two segments, Marine Technology Products and Equipment Leasing. The Marine Technology Products segment was previously referred to as our Equipment Manufacturing and Sales segment. We have revised the name of this segment in order to more accurately describe the operations and focus of that part of our business. The change in name has no effect on the composition of the segment or its operations. Revenue from the Marine Technology Products segment includes sales of Seamap products, sales of Klein products and sales of oceanographic and hydrographic products by SAP. This segment operates from locations near Bristol, United Kingdom, Brisbane, Australia, Salem, New Hampshire and in Singapore. During fiscal 2019 we have established a new facility in Malaysia for the manufacture and repair of the newly-introduced SeaLink product line discussed in more detail below. This facility is in close proximity to our Singapore facility.
The operations of our Equipment Leasing segment include all leasing activity, sales of lease pool equipment and certain other equipment sales and services related to those operations. This business is conducted from our Huntsville, Texas headquarters and from our locations in Calgary, Canada; Brisbane, Australia; Bogota, Colombia; Budapest, Hungary; Singapore and Ufa, Russia. This includes the operations of our subsidiaries MCL, MEL, MML and MSE, our branch in Colombia and the leasing operations conducted by SAP. In August 2018, we completed the sale of our wholly owned Russian subsidiary, MSE.
Management believes that the performance of our Marine Technology Products segment is indicated by revenues from product sales and by gross profit from those sales. Management further believes that the performance of our Equipment Leasing segment is indicated by revenues from equipment leasing and by the level of our investment in lease pool equipment. Management monitors EBITDA and Adjusted EBITDA, both as defined in the following table, as key indicators of our overall performance and liquidity.
The following table presents certain operating information by operating segment.
 
 
For the Three Months Ended October 31,
 
For the Nine Months Ended October 31,
 
 
2018
 
2017
 
2018
 
2017
 
 
(in thousands)
 
(in thousands)
Revenues:
 
 
 
 
 
 
 
 
Marine technology products
 
$
9,305

 
$
5,992

 
$
19,025

 
$
22,565

Equipment Leasing
 
5,386

 
2,730

 
11,906

 
15,546

Less inter-segment sales
 
(40
)
 
(78
)
 
(317
)
 
(198
)
Total revenues
 
14,651


8,644


30,614


37,913

Cost of sales:
 
 
 
 
 
 
 
 
Marine technology products
 
4,918

 
3,174

 
10,497

 
13,116

Equipment Leasing
 
4,535

 
4,647

 
12,091

 
20,282

Less inter-segment costs
 
(26
)
 
(78
)
 
(303
)
 
(198
)
Total costs of sales
 
9,427


7,743


22,285


33,200

Gross profit (loss)
 
 
 
 
 
 
 
 
Marine technology products
 
4,387


2,818


8,528


9,449

Equipment leasing
 
851


(1,917
)

(185
)

(4,736
)
Inter-segment amounts
 
(14
)



(14
)


Total gross profit
 
5,224


901


8,329


4,713

Operating expenses:
 
 
 
 
 
 
 
 
Selling, general and administrative
 
4,819

 
4,879

 
15,953

 
14,508

Research and development
 
175

 
299

 
857

 
637

Provision for doubtful accounts
 

 

 
200

 

Depreciation and amortization
 
579

 
516

 
1,816

 
1,622

Total operating expenses
 
5,573


5,694


18,826


16,767

Operating loss
 
$
(349
)

$
(4,793
)

$
(10,497
)

$
(12,054
)

13


EBITDA (1)
 
$
(2,667
)
 
$
(623
)
 
$
(6,275
)
 
$
1,058

Adjusted EBITDA (1)
 
$
3,410

 
$
(406
)
 
$
817

 
$
8,291

Reconciliation of Net loss to EBITDA and Adjusted EBITDA
 
 
 
 
 
 
 
 
Net loss
 
$
(5,191
)
 
$
(5,281
)
 
$
(15,685
)
 
$
(13,310
)
Interest income, net
 
(12
)
 
(52
)
 
(47
)
 
(23
)
Depreciation and amortization
 
2,785

 
4,124

 
9,184

 
13,219

(Benefit) provision for income taxes
 
(249
)
 
586

 
273

 
1,172

EBITDA (1)
 
(2,667
)
 
(623
)
 
(6,275
)
 
1,058

Non-cash foreign exchange (gains) losses
 
5,605

 
(41
)
 
5,618

 
320

Stock-based compensation
 
207

 
224

 
575

 
685

Cost of lease pool sales
 
265

 
34

 
899

 
6,228

Adjusted EBITDA (1)
 
$
3,410

 
$
(406
)
 
$
817

 
$
8,291

Reconciliation of Net cash provided by operating activities to EBITDA
 
 
 
 
 
 
 
 
Net cash (used in) provided by operating activities
 
$
(2,161
)
 
$
(1,912
)
 
$
(7,960
)
 
$
2,174

Stock-based compensation
 
(207
)
 
(224
)
 
(575
)
 
(685
)
Provision for doubtful accounts
 

 

 
(200
)
 

Provision for inventory obsolescence
 
(25
)
 
9

 
(140
)
 
(58
)
Changes in trade accounts, contracts and notes receivable
 
5,199

 
748

 
3,313

 
(5,129
)
Interest (received) paid
 

 
(36
)
 
2

 
84

Taxes paid, net of refunds
 
146

 
277

 
414

 
436

Gross profit from sale of lease pool equipment
 
602

 
228

 
1,848

 
3,080

Loss from sale of MSE
 
(4,905
)
 

 
(4,905
)
 

Changes in inventory
 
(102
)
 
(186
)
 
1,304

 
(79
)
Changes in accounts payable, accrued expenses and other current liabilities and deferred revenue
 
(511
)
 
315

 
98

 
1,244

Changes in prepaid expenses and other current assets
 
(277
)
 
(6
)
 
1,158

 
(207
)
Foreign exchange (losses) gains, net
 
(272
)
 
181

 
(336
)
 
252

Other
 
(154
)
 
(17
)
 
(296
)
 
(54
)
EBITDA (1)
 
$
(2,667
)
 
$
(623
)
 
$
(6,275
)
 
$
1,058

 
(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 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 and 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.
Within our Marine Technology Products segment, we design, manufacture and sell a variety of products used primarily in oceanographic, hydrographic, defense, seismic and maritime security industries. Seamap’s primary products include the (i) GunLink and Digishot seismic source acquisition and control systems, which provide marine operators more precise control of exploration tools; (ii) the BuoyLink RGPS tracking system used to provide precise positioning of seismic sources and streamers (marine recording channels that are towed behind a vessel) and (iii) beginning in fiscal 2019 SeaLink marine sensors and solid streamer systems (collectively the “towed streamer products”). These towed streamer products are primarily designed for three-dimensional, high-resolution marine surveys in hydrographic industry applications. Klein designs, manufactures and sells side scan sonar and water-side security systems to commercial, governmental and military customers throughout the world. SAP sells equipment, consumable supplies, systems integration, engineering hardware and software maintenance support services to the seismic, hydrographic, oceanographic, environmental and defense industries throughout Southeast Asia and Australia.
In our Equipment Leasing segment, we lease seismic data acquisition equipment primarily to seismic data acquisition companies conducting land, transition zone and marine seismic surveys worldwide. We provide short-term leasing of seismic equipment to meet a customer’s requirements. All active leases at October 31, 2018 were for a term of less than one year. Seismic equipment held for lease is carried at cost, net of accumulated depreciation. We acquire some marine lease pool equipment from our Marine Technology Products segment. These

14


amounts are carried in our lease pool at the cost to our Marine Technology Products segment, less accumulated depreciation. From time to time, we sell lease pool equipment. These sales are transacted when we have equipment for which we do not have near term needs in our leasing business or is otherwise considered excess. Additionally, when equipment that has been leased to a customer is lost or destroyed, the customer is charged for such equipment at amounts specified in the underlying lease agreement.
Our results of operations can experience fluctuations in activity levels due to a number of factors outside of our control. These factors include budgetary or financial concerns, difficulties in obtaining licenses or permits, security issues, labor or political issues and weather issues.
Business Outlook
Prior to fiscal 2017 the majority of our revenues were generated by our Equipment Leasing segment. Since fiscal 2017 we have seen a significant decline in revenues from leasing activity. This decline has been caused, we believe, by a number of factors including the following:
A reduction in demand for seismic services brought about by reduced oil and gas exploration activities, which was in turn caused by lower prices for oil and gas and by excess inventories of those commodities.
An excess of capacity in the seismic industry, specifically excess supplies of seismic equipment.
Technological advances which have reduced the cost of certain seismic equipment, therefore resulting in pressure on prices for the rental or sale of such equipment.
Increased competition among providers of seismic equipment.

We believe that many of these factors will have a lasting effect on the seismic equipment industry. Therefore, we believe it is unlikely that the results of our Equipment Leasing segment return to levels seen historically. Accordingly, we have implemented a strategy to emphasize our Marine Technology Products segment and to make certain changes in our Equipment Leasing segment.
Our strategy includes the following key points:
 
Increased emphasis on our Marine Technology Products segment. We are expanding our product offerings with an emphasis on products and services that are not exclusively dependent upon oil and gas exploration activity. We expect new products and services to come from a combination of internally developed products and those acquired from third parties, such as the towed streamer products introduced in March 2018 as discussed above.
Decrease capital deployed in lease pool. We expect our Equipment Leasing segment to remain an important component of our business; however, we believe capital can in some cases be more efficiently deployed in other areas. In recent periods we have sold assets from the lease pool and have used those proceeds to repay debt and invest in other operations. We also have limited investment in new lease pool assets in recent periods; therefore, our investment in the lease pool has decreased significantly. We may, however, make additional lease pool investments in the future.
Utilize our broad geographical footprint. We believe our world-wide locations and exposure to a number of different geographical markets provides an advantage over many competitors. However, we are reducing the scope of certain of those operations to reflect the changed environment of our Equipment Leasing segment. Other locations may be expanded from time-to-time in response to increased activity, particularly related to our Marine Technology Products segment.

The market for products sold by Seamap is primarily dependent upon activity within the hydrographic, oceanographic and marine seismic industries, including the re-fitting or updating of existing vessels and the equipping of new vessels. The products are utilized by hydrographic and geotechnical survey vessels whose activities are not limited to oil and gas related operations. Our Seamap business has benefited from equipping new-build vessels and from re-equipping older vessels with newer, more efficient technology. Recent increased activity for ocean bottom node ("OBN") surveys has resulted in additional inquiries for Seamap's source controller and RGPS positioning products. In addition, as Seamap has expanded its installed base of products our business for replacements, spare parts, repairs and support services has expanded. We expect the addition of the towed streamer products in March 2018 will further expand the opportunities for Seamap and allow us to bundle various products and equipment for a given project. Due to the required expansion of our existing facilities necessary to support the manufacture and repair of the streamer products, the towed streamer products have not made a significant contribution in the first nine months of fiscal 2019 and the costs associated with these products have exceeded the revenue they have generated to date. We expect that situation to improve in the fourth quarter of fiscal 2019 and beyond.

The overall decline in seismic exploration activity has had, and we expect will continue to have, an impact on the demand for Seamap’s products and services. However, we believe the expansion of our product offerings and the desire for customers to upgrade to newer, more efficient technology will mitigate this impact to some extent. While Seamap is not solely dependent on activity related to oil and gas exploration activity, a recovery in marine exploration activity in the petroleum industry could have a materially beneficial effect on our results of operations.
Customers for Klein’s products primarily consist of domestic and foreign governmental and military organizations and commercial entities involved in the hydrographic and oceanographic industries. Revenue from the sale of Klein products in fiscal 2018 and 2017 was significantly below our expectations due primarily, we believe, to (i) an industry wide decline in the purchase of sonar products, (ii) delays in the introduction of new products in fiscal 2017, (iii) competitive pressures, and (iv) delays in project awards by domestic and foreign governmental agencies as result of budget constraints and complex contracting processes.

15


Klein’s revenue increased 79% in the first nine months of fiscal 2019 as compared to the same period of fiscal 2018, and we remain optimistic that revenue from our sonar products will return to historical and anticipated levels based on our current inventory of project pursuits, pending orders and independent projections of increased world-wide demand for sonar products.
During the nine months ended October 31, 2018 our Marine Technologies Products segment has experienced an increase in both inquiries and order activity. As of October 31, 2018 our backlog of firm orders for this segment was approximately $6.1 million. We expect substantially all of these orders to be completed within fiscal 2019. In the third quarter of fiscal 2018 approximately $1.7 million in revenues, or approximately 19% of segment revenue for the quarter, were derived from orders booked and completed during the period. The amount of "book and bill" business can vary significantly from period to period. The level of backlog at a particular point in time may not necessarily be indicative of results in subsequent periods as the size and delivery period of individual orders can vary significantly.
Demand for the rental of land seismic exploration equipment varies by geographic region and has been very sporadic in recent periods. We expect continuing demand in Europe and improving demand in South America during the remainder of fiscal 2019. We do anticipate opportunities for projects in other parts of the world, including North Africa and The Middle East, some of which could be significant. However, competition for such projects is generally intense and there is no assurance that we will have the opportunity to provide equipment for such projects. Land leasing activity is expected to remain well below historical levels.

Marine leasing activity increased in fiscal 2018 after having declined over the prior two years; however, this activity remains well below historical levels. We believe this is due in large part to an excess of equipment in the marine seismic market. As marine contractors have sought to reduce costs by retiring older vessels an excess of used equipment has become available, thereby reducing the demand for rental equipment. While we have experienced an increase in inquiries for marine equipment in recent months, we believe this excess of available equipment will continue to impact demand for the remainder of fiscal 2019.

We believe one of our key competitive advantages is our broad geographic footprint and ability to operate in a number of areas. We have accomplished this over the past several years by establishing subsidiaries and branch operations such that we now operate in a number of countries. In response to a decline in activity in some regions we have taken steps to reduce costs, such as by reducing personnel, down-sizing facilities and relocating certain inventory and lease pool assets to more active locations. Specifically, we have significantly reduced our presence in Colombia and Canada and, as of August 31, 2018, eliminated our operations in Russia. We expect these actions to result in annual cost savings of approximately $2.0 million.

A significant portion of our revenues are generated from foreign sources. For fiscal 2018, revenue from international customers totaled approximately $36.9 million, or about 76% of consolidated revenue; however, this period included an unusually large sale of lease pool equipment in the United States, and accordingly, we do not think this is indicative of future periods. For the nine months ended October 31, 2018, revenue from international customers totaled approximately $26.2 million, or about 86% of consolidated revenue. The majority of our transactions with foreign customers are denominated in United States dollars. We have not entered, nor do we intend to enter, into derivative financial instruments for hedging or speculative purposes.

Our revenues and results of operations have not been materially impacted by inflation or changing prices in the past three fiscal years, except as described above.
Results of Operations
Revenues for the three months ended October 31, 2018 were approximately $14.7 million compared to approximately $8.6 million for the three months ended October 31, 2017. For the nine months ended October 31, 2018 revenues were approximately $30.6 million, compared to approximately $37.9 million for the nine months ended October 31, 2017. The increase in the three-month period is due to higher marine technology product revenue, an increase in equipment leasing revenue and higher lease pool and other equipment sales between the periods. The decrease in the fiscal 2019 nine-month period compared to the prior year is primarily due to lower marine technology product revenue and a large lease pool equipment sale in the first quarter of fiscal 2018. For the three months ended October 31, 2018, we generated an operating loss of approximately $349,000, compared to an operating loss of approximately $4.8 million for the three months ended October 31, 2017. For the nine months ended October 31, 2018 our operating loss was approximately $10.5 million, compared to approximately $12.1 million for the nine months ended October 31, 2017. The decrease in operating loss in the three-month period is due primarily to higher marine technology product revenue, plus lower lease pool depreciation. The decrease in operating loss in the nine-month period is due to higher equipment leasing revenue, plus lower lease pool depreciation. A more detailed explanation of these variations follows.





16


Revenues and Cost of Sales
Marine Technology Products
Revenues and cost of sales for our Marine Technology Products segment were as follows:
 
 
 
Three Months Ended
October 31,
 
Nine Months Ended
October 31,
 
 
2018
 
2017
 
2018
 
2017
 
 
(in thousands)
 
(in thousands)
Revenues:
 
 
 
 
 
 
 
 
Seamap
 
$
5,537

 
$
3,676

 
$
11,103

 
$
16,053

Klein
 
3,092

 
1,517

 
6,195

 
3,456

SAP
 
1,085

 
1,087

 
2,362

 
3,998

Intra-segment sales
 
(409
)
 
(288
)
 
(635
)
 
(942
)
 
 
9,305


5,992


19,025


22,565

Cost of sales:
 
 
 
 
 
 
 
 
Seamap
 
2,869

 
1,671

 
5,498

 
8,438

Klein
 
1,553

 
894

 
3,679

 
2,571

SAP
 
905

 
896

 
1,969

 
3,158

Intra-segment sales
 
(409
)
 
(287
)
 
(649
)
 
(1,051
)
 
 
4,918


3,174


10,497


13,116

Gross profit
 
$
4,387


$
2,818


$
8,528


$
9,449

Gross profit margin
 
47
%

47
%

45
%

42
%
A significant portion of Seamap’s sales consist of large discrete orders, the timing of which is dictated by our customers. This timing generally relates to the availability of a vessel in port so that our products can be installed. Accordingly, there can be significant variation in sales from one period to another which does not necessarily indicate a fundamental change in demand for these products. Although recently there has been a softening of demand within the marine seismic industry in general, we believe that we have continued to experience demand for Seamap’s products because operators of marine seismic vessels have been upgrading technology on remaining vessels in order to improve operating efficiency. In addition, some hydrographic survey operators have continued to increase their capacity and upgrade technology. The gross profit generated by sales of Seamap products in the third quarter of fiscal 2019 and 2018 was approximately $2.7 million and $2.0 million, respectively. The gross profit margin from the sales of Seamap products in the third quarter of fiscal 2019 and 2018 was approximately 48% and 55%, respectively. For the nine months ended October 31, 2018 the gross profit and gross margin from the sale of Seamap products was approximately $5.6 million and 50% , respectively, versus gross profit and gross margin of approximately $7.6 million and 47%, respectively, for the first nine months of fiscal 2018. The fluctuations in gross profit margin among the periods were due primarily to changes in product mix.
We began providing repair and support services to Mitsubishi Heavy Industries, Ltd. during the second quarter of fiscal 2019 pursuant to the support agreement we entered into earlier this year and generated revenue from these services of approximately $675,000 in the third quarter of fiscal 2019. We have incurred incremental expenses related to the transfer of the acquired technology and set-up of related production and repair facilities totaling approximately $569,000 and $1.4 million in the three and nine month periods ended October 31, 2018, respectively.
Revenue from the sale of Klein products in the three and nine months ended October 31, 2018 improved from the comparable period of fiscal 2018 and from the second quarter of fiscal 2019. This increase resulted from recent increases in orders and inquiries, including the delivery of Klein’s 5900 side-scan sonar system for the Royal Netherlands Navy during the third quarter of fiscal 2019.
The gross profit from sale of Klein products was approximately $1.5 million, with a gross profit margin of 50%, in the third quarter of fiscal 2019 and approximately $623,000, with a gross profit margin of 41%, in the third quarter of fiscal 2018. For the nine month periods ended October 31, 2018 and 2017 the gross profit from sale of Klein products was approximately $2.5 million and $885,000, respectively, and the gross margin was approximately 41% and 26%, respectively. The margin improvement in the comparable fiscal 2019 periods is due to a combination of higher revenue and favorable product mix. As discussed above, we believe demand for our sonar products is increasing and expect continued improvement in these operations.
SAP is a distributor and reseller of new hydrographic and oceanographic products to customers in Australia and throughout the Pacific Rim, including products manufactured by Klein and occasionally Seamap. The gross profit from the sale of seismic, hydrographic and oceanographic products by SAP amounted to approximately $180,000 in the third quarter of fiscal 2019, and $191,000 in the third quarter of fiscal 2018, representing gross profit margins of 17% and 18%, respectively. Gross profit from the sale of seismic, hydrographic and oceanographic products by SAP in the nine month periods ended October 31, 2018 and 2017 was approximately $393,000 and $840,000, respectively, generating gross profit margins of 17% and 21%, respectively. The variances in gross profit margins between the periods reflect changes in product mix from year to year. The effect of sales from Klein to SAP has been eliminated in consolidation and in the table above as “intra-segment sales”.

17


Equipment Leasing
Revenues and cost of sales from our Equipment Leasing segment were comprised of the following:

 
 
Three Months Ended
October 31,
 
Nine Months Ended
October 31,
 
 
2018
 
2017
 
2018
 
2017
 
 
(in thousands)
 
(in thousands)
Revenue:
 
 
Equipment leasing
 
$
3,178

 
$
2,071

 
$
7,505

 
$
5,765

Lease pool equipment sales
 
867

 
247

 
2,748

 
9,309

Other equipment sales
 
1,341

 
412

 
1,653

 
472

 
 
5,386


2,730


11,906


15,546

Cost of sales:
 
 
Direct costs-equipment leasing
 
1,132

 
858

 
2,857

 
2,363

Lease pool depreciation
 
2,176

 
3,578

 
7,275

 
11,509

Cost of lease pool equipment sales
 
265

 
34

 
899

 
6,228

Cost of other equipment sales
 
962

 
177

 
1,060

 
182

 
 
4,535


4,647


12,091


20,282

Gross profit (loss)
 
$
851


$
(1,917
)

$
(185
)

$
(4,736
)
Equipment leasing revenues increased approximately 53% in the third quarter of fiscal 2019 from the third quarter of fiscal 2018 and approximately 30% in the first nine months of fiscal 2019 as compared to the first nine months of fiscal 2018. The increases were driven by incremental land leasing activity, primarily in Canada, Europe and the Pacific Rim. Sales of lease pool and other equipment in the first nine months of fiscal 2019 were significantly lower than those in the first nine months of fiscal 2018, due mainly to a large transaction completed in the first quarter of fiscal 2018.
Direct costs related to equipment leasing were relatively comparable, at approximately 36% and 41% of equipment leasing revenue for the third quarters of fiscal 2019 and fiscal 2018, respectively, and approximately 38% and 41% of equipment leasing revenue, for the first nine months of fiscal 2019 and fiscal 2018, respectively. A significant portion of direct costs are generally fixed and therefore do not fluctuate with the level of leasing revenues. However, these costs also include sub-lease payments to certain OEM’s under revenue sharing arrangements. For the three and nine month periods ended October 31, 2018, lease pool depreciation decreased approximately 39% and 37%, respectively, from the same periods in the prior fiscal year. The decrease reflects the sales of lease pool equipment, lower level of lease pool purchases and the effect of certain equipment becoming fully depreciated.

Operating Expenses
General and administrative expenses for the three months ended October 31, 2018 were approximately $4.8 million compared to approximately $4.9 million for the three months ended October 31, 2017. General and administrative expenses for the nine months ended October 31, 2018 and 2017 were approximately $16.0 million and $14.5 million, respectively. Included in these amounts are costs associated with the start-up of the Sealink product line of approximately $569,000 and $1.4 million for the three and nine months ended October 31, 2018, respectively, plus certain one-time restructuring related expenses and incremental costs related to a software upgrade project.
Depreciation and amortization includes depreciation of equipment, furniture and fixtures and the amortization of intangible assets. These costs were approximately $579,000 and $1.8 million in the three and nine month periods ended October 31, 2018, respectively, as compared to approximately $516,000 and $1.6 million in the three and nine month periods ended October 31, 2017, respectively. The increase in depreciation and amortization expense primarily reflects asset additions associated with the start-up of the Sealink product line.
Other Income (Expense)
A loss of approximately $4.9 million was recorded in the third quarter of fiscal 2019 related to the sale of MSE in August 2018.  This loss included a charge of approximately $5.4 million for cumulative translation loss related to the Russian Ruble that had previously been a component of Other Comprehensive Income. Generally accepted accounting principles required this cumulative translation loss to be included in the calculation of gain or loss on the sale of MSE, as the Company no longer has exposure to Russian Ruble to US Dollar translation risk after the sale.
Net interest income was approximately $12,000 and $52,000 for the three months ended October 31, 2018 and October 31, 2017, respectively. Net interest income for the nine months ended October 31, 2018 and October 31, 2017 was approximately $47,000 and $23,000, respectively.

18


Other income and other expense relate primarily to foreign exchange gains and losses incurred by our foreign subsidiaries and branches. Certain of these entities have functional currencies other than the U.S. dollar but in many cases hold U.S. dollar cash balances and have accounts receivable and accounts payable, including inter-company obligations, denominated in U.S. dollars. As the U.S. dollar fluctuates in value against each subsidiary’s functional currency, the subsidiary can incur a foreign exchange gain or loss, although the value of these amounts in our consolidated financial statements may not have changed materially. Items of this nature are considered non-cash in our calculation of Adjusted EBITDA and resulted in a net loss of approximately $336,000 and a net gain of approximately $41,000 in the nine months ended October 31, 2018 and 2017, respectively. Certain other of our entities have the U.S. dollar as their functional currency but have assets and liabilities denominated in other currencies. The net foreign exchange gains and losses from these operations resulted in and a net gain of approximately $33,000 in the nine months ended October 31, 2018 and a net loss of approximately $320,000 in the nine months ended October 31, 2017.
Provision for Income Taxes
Our tax provision for the three months ended October 31, 2018 was a benefit of approximately $249,000. For the three months ended October 31, 2017, our tax provision was approximately $586,000. Our tax provision for the nine month periods ended October 31, 2018 and 2017 was approximately $273,000 and approximately $1.2 million, respectively. We recorded tax provisions in the nine month periods ended October 31, 2018 and 2017 despite generating a loss before income taxes in each of these periods, due mainly to the effect of foreign withholding taxes and recording valuation allowances against deferred tax assets.
Liquidity and Capital Resources
Our principal sources of liquidity and capital in recent periods have been cash flows provided by operating activities, proceeds from the sale of lease pool equipment and net proceeds from the issuance of preferred stock. In the first quarter of fiscal 2018 we paid all the outstanding obligations under our 2013 syndicated $50 million, secured, three-year revolving credit agreement (the “Credit Agreement”), with HSBC Bank USA, N.A as administrative agent, and terminated that agreement, and we repaid all outstanding obligations under the 2014 $15.0 million credit facility entered into by Seamap Singapore (the “Seamap Credit Facility”) with The Hongkong and Shanghai Banking Corporation Limited, and cancelled that facility. The principal factors that have affected our cash flow from operating activities are the items discussed above regarding our results of operations.
We believe that our liquidity needs for the next 12 months will be met from cash on hand, cash provided by operating activities and net proceeds from the issuance of preferred stock. We may also generate cash from the sale of additional lease pool equipment from time to time. However, should our needs for liquidity increase, such as to make an acquisition, we may seek to issue debt or other equity securities.
The following table sets forth selected historical information regarding cash flows from our Consolidated Statements of Cash Flows:
 
 
 
For the Nine Months Ended
October 31,
 
 
2018
 
2017
 
 
(in thousands)
Net cash (used in) provided by operating activities
 
$
(7,960
)
 
$
2,174

Net cash (used in) provided by investing activities
 
(1,143
)
 
6,093

Net cash provided by (used in) financing activities
 
4,890

 
(5,090
)
Effect of changes in foreign exchange rates on cash and cash equivalents
 
(314
)
 
82

Net (decrease) increase in cash and cash equivalents
 
$
(4,527
)

$
3,259


As of October 31, 2018, we had working capital of approximately $28.1 million, including cash and cash equivalents and restricted cash of approximately $5.6 million, as compared to working capital of approximately $25.5 million, including cash and cash equivalents and restricted cash of approximately $10.1 million, at January 31, 2018. The increase in working capital resulted primarily from changes in accounts receivable balances during the first nine months of fiscal 2019.
Cash Flows from Operating Activities. Net cash used in operating activities was approximately $8.0 million in the first nine months of fiscal 2019 as compared to approximately $2.2 million of net cash provided by operating activities in the first nine months in fiscal 2018. The decrease between the two periods resulted primarily from the change in earnings between the periods and changes in working capital items such as accounts receivable, accounts payable and accrued liabilities.
Cash Flows from Investing Activities. In February of 2018 we purchased certain intangible and other assets from the bankruptcy estate of Hydroscience Technologies, Inc. (the “Hydroscience Acquisition”). The cash portion of this purchase was $3.0 million.
Net cash flows used in investing activities for the nine months ended October 31, 2018 included purchases of seismic equipment held for lease totaling approximately $1.4 million, as compared to approximately $321,000 in the nine months ended October 31, 2017. The seismic equipment was purchased in connection with the company’s rental partnership agreement with INOVA Geophysical. We expect additions to our lease pool for all of fiscal 2019 to total less than $2.0 million. We expect to fund these purchases with a combination of cash on hand and cash flow generated from operating activities.

19


In the first nine months of fiscal 2019, proceeds from the sale of lease pool equipment totaled approximately $4.1 million compared to approximately $6.7 million in the first nine months of fiscal 2018. From time to time we may seek to sell certain equipment from our lease pool. In particular, we may sell lease pool equipment in response to specific demand from customers if the selling price exceeds the estimated present value of projected future leasing revenue from that equipment. Accordingly, cash flow from the sale of lease pool equipment is unpredictable. We expect that proceeds from any additional sales of lease pool equipment will be reinvested in other lease pool equipment, deployed in other areas of our business or used for general corporate purposes.
Cash Flows from Financing Activities. Net cash provided by financing activities in the first nine months of fiscal 2019 consisted of approximately $6.1 from sales of preferred stock, offset by $1.2 million of preferred stock dividend payments, as compared to approximately $3.5 million of net payments under the Credit Agreement, $2.8 million of payments pursuant to the Seamap Credit Facility and $630,000 of preferred stock dividend payments, offset by $1.8 million of proceeds from sales of preferred stock during the first nine months of fiscal 2018.
In fiscal 2017 we established an at-the-market ("ATM") offering program whereby we may sell up to 500,000 shares of 9.00% Series A Cumulative Preferred Stock (the “Preferred Stock”), par value $1.00 per share, from time to time. As of October 31, 2018, 303,906 shares had been sold pursuant to this program. During the three and nine months ended October 31, 2018, we issued 29,562 and 91,910 shares, respectively, of Preferred Stock under our ATM offering program (see footnote 10-Related Party Transaction). Net proceeds to us from these sales during the three and nine months ended October 31, 2018 were approximately $685,000 and $2.1 million, respectively. As of October 31, 2018 there are 196,094 shares of Preferred Stock available to be issued pursuant to the ATM offering program. In February 2018 we sold 152,290 shares to Mitsubishi Heavy Industries Ltd. (“MHI”) in a privately negotiated transaction in connection with the Hydroscience Acquisition with net proceeds of approximately $3.5 million. In July 2018 we issued 21,756 shares of Preferred Stock to MHI for proceeds of $500,000. These shares were issued upon achievement of a specific milestone as specified in our previously disclosed agreement with MHI. Based on the Preferred Stock outstanding at October 31, 2018, annual dividend requirements are approximately $1.8 million.
In March 2017, we paid all the outstanding obligations under our Credit Agreement and terminated that agreement and in April 2017, we repaid all outstanding obligations under our Seamap Credit Facility and cancelled that facility. We currently do not have any line of credit or other bank credit facilities. We are engaged in discussions with a number of commercial banks regarding establishing one or more credit facilities. There can be no assurance that we will be able to establish any such facilities. Should we successfully conclude these discussions we anticipate the amount of credit available under the facilities will be significantly less than that available under the Credit Agreement and the Seamap Credit Facility. We would intend to use such facilities for short-term working capital needs and to support letter of credit requirements from time to time.
In connection with the temporary importation of our lease pool equipment into some countries, we are required to post import bonds with the customs authorities of that country. In addition, from time to time we are required to provide performance bonds related to the sale and delivery of new equipment, primarily by Seamap. These bonds are normally provided by insurance companies, surety companies or local banks. In some cases, the party issuing the bond requires that we post collateral to secure our obligations under the bonds. As of October 31, 2018, we had provided approximately $213,000 of cash collateral to secure these obligations.
As of October 31, 2018, we had deposits in foreign banks consisting of both United States dollar and foreign currency deposits equal to approximately $3.0 million. We believe all $3.0 million of these deposits could be distributed to the United States without any adverse tax consequences.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.

20


Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risk, which is the potential loss arising from adverse changes in market prices and rates. We have not entered, and do not intend to enter, into derivative financial instruments for hedging or speculative purposes.
Foreign Currency Risk
We operate in a number of foreign locations, which gives rise to risk from changes in foreign currency exchange rates. To the extent possible, we attempt to denominate our transactions in foreign locations in U.S. dollars. For those cases in which transactions are not
denominated in U.S. dollars, we are exposed to risk from changes in exchange rates to the extent that non-U.S. dollar revenues exceed non-U.S.
dollar expenses related to those operations. Our non-U.S. dollar transactions are denominated primarily in Canadian dollars,
Australian dollars and Singapore dollars. As a result of these transactions, we generally hold cash balances that are denominated in these foreign
currencies. At October 31, 2018, our consolidated cash and cash equivalents included foreign currency denominated amounts equivalent to
approximately $1.5 million in U.S. dollars. A 10% increase in the U.S. dollar as compared to each of these currencies would result in a loss of
approximately $150,000 in the U.S. dollar value of these deposits, while a 10% decrease would result in an equal amount of gain. We do not
currently hold or issue foreign exchange contracts or other derivative instruments to hedge these exposures.

Some of our foreign operations are conducted through wholly owned foreign subsidiaries that have functional currencies other than the
U.S. dollar. We currently have subsidiaries whose functional currencies are the Canadian dollar, British pound sterling and Australian dollar. The functional currency of our Russian subsidiary, MSE, was the Russian ruble. Assets and liabilities from these subsidiaries are translated into U.S. dollars at the exchange rate in effect at each balance sheet date. The resulting translation gains or losses are reflected as Accumulated Other Comprehensive Income in the Shareholders’ Equity section of our Consolidated Balance Sheets. Approximately 9% of our net assets as of October 31, 2018 were impacted by changes in foreign currencies in relation to the U.S. dollar. During the third quarter of fiscal 2019, the U.S. dollar generally increased in value versus the above currencies. As a result of this increase, we have recognized an increase of approximately $284,000 in Accumulated Other Comprehensive Loss, primarily related to changes in the relative exchange rate of the U.S. dollar against the Canadian dollar, Russian Ruble and the Australian dollar. In August 2018, the Company completed the sale of MSE, its wholly owned Russian subsidiary, and recognized approximately $5.4 million of cumulative translation losses related to MSE.

Interest Rate Risk
As of October 31, 2018, the Company had no outstanding borrowings subject to fluctuations in interest rates.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officers and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officers and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Our principal executive officers and
principal financial officer have concluded that our current disclosure controls and procedures were effective as of October 31, 2018 at the
reasonable assurance level.

Changes in Internal Control over Financial Reporting
There was no change in our system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended October 31, 2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

21


PART II
Item 1. Legal Proceedings
From time to time, we are a party to legal proceedings arising in the ordinary course of business. We are not currently a party to any legal proceedings, individually or collectively, that we believe could have a material adverse effect on our results of operations or financial condition or is otherwise material.
Item 1A. Risk Factors
The risk factors included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2018 have not materially changed. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
(a)
Not applicable.
(b)
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item  5. Other Information
Not applicable.
Item 6. Exhibits
Exhibits
Each exhibit identified below is part of this Form 10-Q. Exhibits filed with this Form 10-Q are designated by the cross symbol (†) and exhibits furnished with this Form 10-Q are designated by the asterisk symbol (*). All exhibits not so designated are incorporated herein by reference to a prior filing as indicated.
 
 
 
 
 
Exhibit
Number
Document Description
Report or Registration Statement
SEC File or
Registration
Number
Exhibit
Reference
 
 
 
 
 
3.1
Incorporated by reference to Mitcham Industries, Inc.’s Registration Statement on Form S-8, filed with the SEC on August 9, 2001.
333-67208
3.1
 
 
 
 
 
3.2
Incorporated by reference to Mitcham Industries, Inc.’s Current Report on Form 8-K, filed with the SEC on August 2, 2010.
000-25142
3.1(i)
 
 
 
 
 
3.3
Incorporated by reference to Mitcham Industries, Inc.’s Form 8-K filed with SEC on June 10, 2016.
001-13490
3.1
 
 
 
 
 

22


3.4
Incorporated by reference to Mitcham Industries, Inc.’s form 8-K filed with the SEC on October 7, 2016.
001-13490
3.1
 
 
 
 
 
3.5
Incorporated by reference to Mitcham Industries, Inc.’s form 8-K filed with the SEC on February 12, 2018.
001-13490
3.1
 
 
 
 
 
31.1†
 
 
 
 
 
 
 
 
31.2†
 
 
 
 
 
 
 
 
32.1*
 
 
 
 
 
 
 
 
101.INS†
XBRL Instance Document
 
 
 
 
 
 
 
 
101.SCH†
XBRL Taxonomy Extension Schema Document
 
 
 
 
 
 
 
 
101.CAL†
XBRL Taxonomy Extension Calculation of Linkbase Document
 
 
 
 
 
 
 
 
101.DEF†
XBRL Taxonomy Extension Definition Linkbase Document
 
 
 
 
 
 
 
 
101.LAB†
XBRL Taxonomy Extension Label Linkbase Document
 
 
 
 
 
 
 
 
101.PRE†
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 

23


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
MITCHAM INDUSTRIES, INC.
 
 
 
 
Date: December 6, 2018
 
 
 
 
 
/s/ Robert P. Capps
 
 
 
 
 
 
Robert P. Capps
 
 
 
 
 
 
Co-Chief Executive Officer,
 
 
 
 
 
 
Executive Vice President of Finance and Chief Financial Officer
 
 
 
 
 
 
(Duly Authorized Officer)



24