Karen Roan - Senior Vice President of Market Intelligence Billy F. Mitcham - Chief Executive Officer, President, Director and Member of Strategic Planning Committee Robert P. Capps - Chief Financial Officer, Principal Accounting Officer, Executive Vice President of Finance, Director and Member of Strategic Planning Committee.

Ryan Fitzgibbon - Global Hunter Securities, LLC, Research Division Veny Aleksandrov - FIG Partners, LLC, Research Division Georg P. Venturatos - Johnson Rice & Company, L.L.C., Research Division Joel D. Luton - Westlake Securities LLC, Research Division.

Good morning, ladies and gentlemen, and thank you for standing by. Welcome to the Mitcham Industries Second Quarter Earnings Conference Call. [Operator Instructions] This conference is being recorded today, September 5, 2013. I would now like to turn the conference over to Karen Roan. Please go ahead, ma'am..

Thank you, George. Good morning, and welcome to the Mitcham Industries Fiscal 2014 Second Quarter Conference Call. We appreciate all of you joining us today. Your hosts are Bill Mitcham, President and Chief Executive Officer; and Rob Capps, Executive Vice President and Chief Financial Officer.

Before I turn over the call to management, I have a few items to cover. If you would like to listen to a replay of today's call, it will be available via webcast by going to the Investor Relations section of the company's website at mitchamindustries.com or via a recorded instant replay until September 19.

Information on how to access the replay was provided in yesterday's earnings release. Information reported on this call speaks only as of today, Thursday, September 5, 2013. And therefore, you are advised that time-sensitive information may no longer be accurate as of the time of any replay.

Before we begin, let me remind you that certain statements made by management during this call may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

These forward-looking statements are based on management's current expectations and include known and unknown risks, uncertainties and other factors, many of which the company is unable to predict or control, that may cause the company's actual future results or performance to materially differ from any future results or performance expressed or implied by those statements.

These risks and uncertainties include the risk factors disclosed by the company from time to time in its filings with the SEC, including in its annual report on Form 10-K for the year ended January 31, 2013.

Furthermore, as we start this call, please also refer to the statement regarding forward-looking statements incorporated in our press release issued yesterday. And please note that the contents of our conference call this morning are covered by these statements. Now I would like to turn over the call to Mitcham's President and CEO, Bill Mitcham..

Thanks, Karen, and good morning, everyone. I would like to thank you all for joining us today for our fiscal 2014 second quarter conference call. As usual, I'll begin by making some general comments about the quarter. Rob will then discuss our financial performance in depth, before I conclude with a discussion of our market outlook.

Then we'll open the call for your questions. While it was a very disappointing quarter, there was some good news. We saw year-over-year growth from some of our international land leasing markets, specifically Europe, Pacific Rim, Asia and Africa.

And also, SAP had a very strong quarter as many of the hydrographic and oceanographic projects we've been pursuing for the last several months are now coming to fruition. Despite the growth coming from these markets, we faced substantial challenges in the U.S. and Latin America land leasing markets.

The difficult conditions in those particular areas, combined with a temporary soft spot in marine leasing, weighed heavily on our results in the quarter. In the U.S.

land market, we saw a continuation of the downward move in exploration activity that began in fiscal 2013, as budgets are being converted to drilling programs rather than new seismic exploration. Activity and revenue coming from the U.S. are well below the levels we saw a year ago. And at this point, there aren't any clear signs of recovery.

Another issue that has hindered our leasing business has been the ongoing delay of projects in Latin America due to permitting, labor and security issues. Although there have been several contracts recently awarded to contractors in the region, work has not yet begun on many of these projects. We have a sizable amount of equipment in that region.

A large portion is teed up under contract, ready to go, but still not working. Given the lengthy delays, it's likely that a number of projects originally scheduled to start this year will be pushed into 2014. This is an issue that is largely outside of our control, but activity has to resume at some point in time.

And the Latin American market continues to hold great promise for us, not only in Colombia, but also in Bolivia, Brazil and Argentina. In Europe, we're seeing definite signs of improvement, as we've recently shipped equipment to new projects there, and have seen a significant increase in bidding activity in the region.

That bodes well for the equipment demand for the balance of the year, as well as fiscal 2015. In addition to Europe, we see increasing opportunities in North Africa and the Middle East. And all these regions can be served from our facility in Budapest.

In anticipation of this activity, we've enhanced our sales force in that region by hiring an industry veteran to serve as Vice President of Europe, Africa and the Middle East, who is based in Europe, knows the market extremely well and leading our efforts as we pursue business in this growing market.

In Russia, activity for the upcoming winter season appears to be starting early this year, as we experience an increase in inquiries and have already contracted some equipment there for the winter. We may deploy more equipment to that region later in the year, as we expect a very strong winter season in Russia.

We've also received some preliminary inquiries from Canada, but it's still a little too early to determine how the business will develop there for the winter season. Asia Pacific region continued its relatively strong performance, as onshore activity in Australia and Indonesia continue to perform well.

We also had projects in Asia and Africa contribute to the quarter. Those aren't necessarily ongoing projects, but they do indicate that there could be some future growth areas for us.

Our marine leasing business was impacted by temporary delays in the start of various new projects, as well as an oversupply of used equipment currently available in the marine market. The oversupply was driven by recent industry consolidation and reorganization amongst the marine contractors -- some of the marine contractors.

While this has had what we think is a short-term negative impact on our business, we believe the consolidation should be positive for the health of the marine market going forward. Turning to our Seamap business, we delivered 1 GunLink 4000, 2 BuoyLink systems in the second quarter, 1 of the BuoyLinks was our next-generation BuoyLink 4DX.

And we have further system deliveries scheduled for the balance of fiscal 2014, although there will not be any significant impact from the new manufacturing arrangement with the petroleum geo services that we announced last June, until early next year.

With that, I'll turn the call over to Rob, who will give a detailed review of our financial results. And after his discussion, I'll return with some final remarks about our outlook for the second half of the year..

The completion of an engineering development project that carried a lower profit margin than historically achieved in Seamap; and increased costs from the newly introduced design revisions to the GunLink 4000 system that was delivered in the quarter. Now going forward, we expect cost for future systems to be more aligned with historical levels.

Our overall gross profit for the second quarter was $4.3 million, compared to $7.4 million in the same quarter a year ago, which represents an overall gross profit margin of 29% and 32%, respectively. This quarter's decline in overall gross margin was due to lower leasing revenues, as well as the higher Seamap costs I just mentioned.

Let me touch on just a few items in our Other items in our P&L. Our general and administrative expenses for the second quarter were $6 million, compared to $5.7 million in the same quarter a year ago.

The increase reflects lower overhead absorption from Seamap and increased personnel costs, which included stock based compensation of about $287,000 in the quarter. Also in the second quarter, we had other income of about $1 million, which relates to -- primarily to foreign exchange gains in our foreign subsidiaries.

Our tax position for the quarter was a benefit of about $273,000, which has an effective rate of about 28%. Our effective tax rate is less than the U.S. statutory rate, primarily due to the effective lower tax rates on foreign earnings.

Our second quarter EBITDA was $6.7 million or 32% of revenues, compared to $10.2 million or 44% of revenues in last year's second quarter. But keep in mind that EBITDA is a non-GAAP measure as reconciled to reported income and cash provided by operating activities in the financial tables in yesterday's press release.

We reported a net loss for the second quarter of $693,000 or a loss of $0.05 per share. This compares with net income of $6.4 million or $0.48 per diluted share in the second quarter a year ago, which included an after-tax benefit of $5.3 million resulting from the settlement of outstanding tax issues.

Excluding that special tax benefit, the net income for the second quarter a year ago was $1.1 million or $0.08 per diluted share. Now let me make just a few comments about our financial position, and then I'll turn the call back to Bill. During the first half of this year, we purchased about $4.8 million of new lease pool equipment.

That's significantly below the $17.8 million we purchased in the first half of last year. As for the balance of this fiscal year, we expect to continue to selectively add to and rationalize our lease pool based on customer needs. However, in light of the ongoing weakness in U.S.

market and general uncertainty in other areas, we are reducing our capital expenditure guidance for the full fiscal year to between $18 million and $23 million. We expect these additions to consist of both cable and wireless LAN working equipment, and perhaps select marine equipment.

Mitcham's overall financial and liquidity position remains very strong. At the end of the second quarter, we had about $57 million of working capital, which included cash and cash equivalents of around $20 million. The cash flow generated from operations totaled about $16 million in the first half of fiscal 2014.

As of July 31, 2013, we had no outstanding balances under our $50 million revolving credit facility. And in August, we entered into a new $50 million syndicated revolving credit facility with HSBC Bank, which replaced our previous credit facility of the same amount.

Now this new facility partners us with a global financial institution that matches our geographic footprint very well. It also provides significant expansion opportunities, both domestically and abroad, and enables more efficient trader [ph] management and counterparty risk management as well.

During the second quarter, we did not purchase any of our common stock in our share repurchase program due to blackout restrictions and market conditions. We do expect to acquire additional shares throughout the second half of the year. And with that, I'll turn it back to Bill..

Thanks, Rob. Our overall results were directionally pretty much as we had anticipated. However, the magnitude of the declines in the leasing business were very disappointing. Although crude prices have been very supporting and are near a 52-week high, budgets in the U.S.

land markets have shifted in favor of drilling and away from seismic exploration at this point. However, given the importance of seismic data in not only exploration, but also the development of reserves, as well as reservoir management for the production of oil and gas, the longer-term prospects for seismic activity remain healthy.

We said this in the past, but it bears repeating. This is a cyclical business and during any down cycle, we have always tried to position ourselves to prepare for the next upturn.

And that's exactly what we're doing right now, we're very strong financially, as Rob said earlier, $57 million of working capital, including cash and cash equivalents of $20 million. No debt and a new undrawn $50 million revolving credit facility.

We'll continue to rationalize our lease pool by region in response to the changing market conditions and look for significant opportunities to expand our business in other regions of the world.

As the leader in the seismic leasing market, we are not only uniquely positioned to acquire new and used equipment on favorable terms, but also have the necessary infrastructure and support to quickly deliver this equipment on short notice to our customers in any region of the world. While the U.S.

seismic market remains soft and bidding activity has been low, the international market, which usually accounts for about 85% of our leasing revenue, appears much more favorable in terms of incremental work. Europe is now a bright spot, as we currently have several jobs in process or pending equipment delivery in Eastern Europe.

We see increasing opportunities in North Africa and the Middle East, and we continue to anticipate an improved second half of the year from the EMEA region. Far East and Pacific Rim markets are performing well, and we expect activity from the Australian land market to continue to be healthy for the balance of the year.

We currently expect winter activity in Russia to be as strong as last year or better, but it's too early to tell what will happen in Canada. Now we should have better visibility in that market later in the month after our big SEG convention in Houston.

The delays in Latin America remain a concern, but given the sizable backlog of work to be performed there, as well as some interesting developments in the Mexican government's possible opening of its oil sectors to private investment, the Latin American market remains one of our most compelling growth markets.

Despite the temporary oversupply conditions affecting the marine leasing business, the overall marine leasing environment remains robust, and consolidation should lead to a healthier market going forward. Seamap continues to be a solid performer with additional system deliveries scheduled in the second half of the year.

As we mentioned earlier, significant revenue from the PGS relationship will commence in fiscal 2015. In addition, we expect to continue to equip new-build vessels and reequip existing vessels with our improved technology going forward.

When we look at the big picture of our seismic universe, we're encouraged by our bidding and delivery activities in Eastern Europe, new opportunities in North Africa and the Middle East and early contracts in Russia with longer terms.

We're quite confident that Canada will have another good winter season, and we know Seamap will have a good second half of the year.

But some of the activity I just mentioned will be fourth and first quarter results, but we do expect marginal, sequential improvement in our third quarter results, due to continued improved activity in Europe and ongoing strength in the Pacific Rim. If 1 or 2 of the contracts in South America get kicked off in Q3, that will just be a bonus.

George, that concludes our formal remarks, and we'll be happy to take any questions..

[Operator Instructions] Our first question is from Ryan Fitzgibbon with Global Hunter Securities..

Bill, maybe if I could follow up on your last comments there.

When we think about Latin America and the delays you've seen in the country there impacting Q3, is it safe to assume it's going to be difficult for equipment leasing revenues to match where you were a year ago, given the softness in Latin America?.

This is Rob. You cut out a little bit there. But I think what you asked was would it be difficult for leasing revenues to match last year given the softness we've seen in Latin America? I think that's true. Obviously, those delays have gone on longer than we had anticipated, more than anyone anticipated.

So yes, you're right, some of these projects are getting moved into next year, clearly. But there just isn't enough days in the year to get them all done now..

Okay.

And can you remind us how many channels are in the lease pool at quarter end, and maybe how many of those were actually committed to Latin America?.

We've got about close to 30,000 in South America right now, Latin America right now..

Out of 220,000 in total..

5,000, 6,000 of those are wells..

Right..

Next question, it sounds like you're fairly optimistic on Russia.

Any sense as to maybe how many channels you could potentially work there in maybe Q4 of this year?.

Well, we have about 20,000 there. We actually have more than that between the 2 companies, but 20,000, 25,000 between Russia and Mitcham Europe. So I think that right now, we're looking to see all -- we're looking at all of those to be utilized during the Russian winter and possibly having to send some more equipment into that area..

Excellent. And then 2 final questions, more on the capital allocation side.

Can you add on a little bit more on what you plan on spending the capital, call it $50 million, in the back of this year on? Is it more cable or is it more wireless equipment? And is it backed by jobs that operators have already won?.

It's a little bit of both. There certainly is some cable equipment we are looking at for specific markets and for specific demand, frankly, in the Eastern hemisphere primarily. Other than that, I think we have mostly cableless, will be most of the additions for a variety of markets. And those certainly will be for specific demand.

If we don't -- we have the demand identified, but for whatever reason it doesn't develop, then we'll delay those purchases..

Okay. And then finally, you mentioned in the release that soft market, you may -- may create some opportunities, you guys have a lot of liquidity.

Are you seeing anything of interest on the M&A front?.

Well, we're always looking at that. And I can't go and say much about that, other than we are always looking and there are opportunities out there, we think..

Our next question is from Veny Aleksandrov with FIG Partners..

My first question is on Latin America. So you're slow right now, but you're saying that there are significant contracts signed, but there are still probably delays.

Is it due because of the permitting to process that they changed or the permitting process just changed back to previous law, but it's just labor issues and permitting delays?.

Well, Veny, I'll tell you what, it's a variety of issues. Clearly, the permitting practices have changed. Some of the localities in Colombia, specifically, have the ability to control the permitting activity as opposed to letting the central government control it. So this is kind of like -- it's their choice.

It's like the states here being able to control things versus the federal government. In some cases, in some areas, the state has taken that over. In those areas, it has just become very difficult to get permits, to arrange labor. Labor demands have become much more onerous from some of the localities. And those just become a very difficult environment.

Also, we had the issue, very recently, there was a general strike in Colombia, last week actually, which just ended up over the weekend, which certainly has delayed things as well. So it's a variety of things.

But I think the underlying factor is the change in the permitting and who's controlling that now is different than it used to be in some areas..

Okay. And then the U.S., it is -- the demand is not there, but how plenty [ph] it is, how many channels do you currently have in the U.S.

and what's the utilization rate?.

Veny, we've got -- I mean we move equipment all over the world. So it's not about having equipment in one location that's a drag on anything. I mean, we can move the equipment in a day. We can move thousands of channels. What do we have here, I don't know, 8,000 to 10,000 at most.

We could certainly take care of any job out of our -- if we needed more than 8,000 channels, or 10,000 channels, we can take care of that. So it's not a drag. We can move it quickly..

The utilization here is quite low at this point, as you can imagine..

And my last question is on the other sales which did very well this quarter. And you said that we cannot expect this high of revenue level.

I mean, what's the -- these were just big deliveries that you guys were working on for a while, and how can we look at that going forward?.

Well, it is -- it's mostly out of SAP, out of Australia, in hydrographic and oceanographic equipment. There is a large project in the Philippines that we have been working on, a couple of deliveries in China. And those tend to be a bit sporadic, as we've just seen. They tend to be larger projects now. We have many others we're working on at this point.

So I think SAP will continue to have a very good year from the ocean hydro side. Just don't take this -- this [indiscernible] quarter was and try to extrapolate for the full year. I think that would be a [indiscernible]..

And our next question is from Georg Venturatos with Johnson Rice..

I just wanted to touch on the domestic markets. It sounds like it's pretty weak across the board.

But are there any pockets of strength that you're seeing today?.

Not really. I mean, that's the best I can put it. I mean, we have several -- we have more than a handful, maybe a double handful, of bids out, a lot of it for wireless, some cable, but not a lot, for infield stuff, where people are needing a little additional well [ph] access and different things, but not a lot.

It's just pretty quiet out there right now for us. So that's the best answer I can give you right now for the U.S. I mean, again, we've got a few things working, but we'll see..

Okay. And then kind of on that topic, you mentioned probably aren't going to see any improvement there until Q4.

Should we think of that as slightly better than we're seeing today? Or do you actually think we may see a little bit of uptick in spending in Q4 domestically?.

Well, I think -- well, there is certainly an opportunity to see a bit of an uptick in Q4, but we're still early days, Georg. I think I'd be pretty cautious about that in the U.S.

We have better visibility, obviously, in Europe, Russia and Canada and elsewhere, but the U.S., again, as Bill said, there's things we are working right now, but I'd be pretty cautious..

Okay. Great. On the Seamap side, obviously, good to see you guys, looking, you have some systems scheduled for the second half.

I was just curious, just wanted to make sure, on the spare parts support side, are we seeing any slowing there as maybe vessel owners are pushing spending there to the right or is that still kind of something they need to do and they're staying on top of?.

We're not seeing that slide a bit. It's -- that's something they have to keep doing. And the marine market, in general, is still pretty darn good. And so they've got to keep that up and running..

[Operator Instructions] Our next question is from Joel Luton with Westlake Securities..

Just a little bit more color on North America. I know some of the other companies that reported their quarterly results, they said that they expect it to pick up next year in North America.

Do you all think that could be the case or is it just too difficult to tell at this point in time? And when do you think you can tell? Will it be a function of the E&P budgets going into '14 or -- could you put a little color on that?.

Joel, I think most of what we're looking at right now, in terms of the requests that we have for quotes, are later in the year, probably first quarter. So I don't see -- do I think we have a pickup next year? I certainly hope so. But if you look at the quotes, a lot of them are, again, are up for next year.

So yes, I would certainly hope that there is some pickup opportunities for the first quarter. And I agree with pretty much the consensus that it should be a better year. I can't imagine it be a heck of a lot worse, but every time I say that -- we'll just leave it that..

Thank you. And I'm showing no further questions. I'll turn the call back to management for closing comments..

Okay. Well, George and everybody, thank you for once again for joining us on the call, for your interest in Mitcham. We look forward to talking to you again after the conclusion of our fourth -- our third quarter. We could skip the third -- okay, the third quarter then. Thanks..

Ladies and gentlemen, this concludes our conference for today. We thank you for your participation. You may now disconnect..