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Mergers and acquisitions In corporate finance, mergers and acquisitions (M&A) are transactions in which the ownership of companies, other business organizations, or their operating units are transferred or consolidated with other entities. As an aspect of strategic management, M&A can allow enterprises to grow or downsize, and change the nature of their business or competitive position.
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Financial law Financial law is the law and regulation of the insurance, derivatives, commercial banking, capital markets and investment management sectors. Understanding Financial law is crucial to appreciating the creation and formation of banking and financial regulation, as well as the legal framework for finance generally.
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Risk Factors
MITCHAM INDUSTRIES INC Item 1A Risk Factors Demand for Land-Based Seismic Data Is Not Assured Demand for our services depends on the level of spending by oil and gas companies for exploration, production and development activities, as well as on the number of crews conducting land, transition zone and marine seismic data acquisition worldwide
The levels of such spending are influenced by: o oil and gas prices and industry perceptions of future price levels; o the cost of exploring for, producing and delivering oil and gas; o the availability of current geophysical data; o the discovery rate of new oil and gas reserves; and o local and international political and economic conditions
The cyclical nature of the oil and gas industry has a significant effect on our revenues and profitability
Historically, prices of oil and gas, as well as the level of exploration and developmental activity, have fluctuated substantially
This has, in the past, and may, in the future, adversely affect our business
We are unable to predict future oil and gas prices or the level of oil and gas industry activity
A prolonged low level of activity in the oil and gas industry will likely depress development activity, adversely affecting the demand for our products and services and our financial condition and results of operations
Loss of Significant Customers Will Adversely Affect Us We typically lease and sell significant amounts of seismic equipment to a relatively small number of customers, the composition of which changes from year to year as leases are initiated and concluded and as customers’ equipment needs vary
Therefore, at any one time, a large portion of our revenues may be derived from a limited number of customers
In the fiscal years ended January 31, 2004, 2005 and 2006, the single largest customer accounted for approximately 11prca, 10prca and 10prca, respectively, of our consolidated revenues
Because our customer base is relatively small, the loss of one or more customers for any reason could adversely affect our results of operations
Significant Defaults of Past-Due Customer Accounts Would Adversely Affect Our Results of Operations On January 31, 2006, we had approximately dlra9dtta7 million of customer accounts and notes receivable of which dlra2dtta3 million was over 90 days past due
At January 31, 2006 we had an allowance of dlra1dtta2 million to cover losses in our receivable balances
Significant payment defaults by our customers in excess of the allowance would have a material adverse effect on our financial position and results of operations
International Economic and Political Instability Could Adversely Our Results of Operations Our results of operations are dependent upon the current political and economic climate of several countries in which our customers either operate or are located
International sources (including Canada) accounted for approximately 73prca of our revenues in the fiscal year ended January 31, 2006
Since the majority of our lease and sales contracts with our customers are denominated in US, Australian, Canadian and Singapore dollars and British pounds, there is some risk of economic loss from fluctuations in foreign currencies
However, our internationally-sourced revenues are still subject to the risk of currency exchange controls (in which payment could not be made in US dollars), taxation policies, and expropriation, as well as to political turmoil, civil disturbances, armed hostilities, and other hazards
9 _________________________________________________________________ [61]Table of Contents Foreign Currency Exchange Rates Have Increasingly Materially Affected Our Results of Operations For accounting purposes, balance sheet accounts of the Canadian, Australian, United Kingdom, Singapore and Russian subsidiaries are translated at the current exchange rate as of the end of the accounting period
Statement of operations items are translated at average currency exchange rates
The resulting translation adjustment is recorded as a separate component of comprehensive income within shareholders’ equity
This translation adjustment has become material because of the significant amount of equipment assigned to our Canadian and Australian operations and the fluctuations in the Canadian and Australian dollar exchange rates over the last few years
Our Operations and Financial Condition Would Be Materially Adversely Affected if We Are Unable to Continually Obtain Additional Lease Contracts Our seismic equipment leases typically have a term of three to nine months and provide gross revenues that recover only a portion of our capital investment on the initial lease
Our ability to generate lease revenues and profits is dependent on obtaining additional lease contracts after the termination of an original lease
However, lessees are under no obligation to, and frequently do not, continue to lease seismic equipment after the expiration of a lease
Although we have been successful in obtaining additional lease contracts with other customers after the termination of the original leases, there can be no assurance that we will continue to do so
Our failure to obtain additional leases or extensions beyond the initial lease term would have a material adverse effect on our operations and financial condition
We Depend on Key Personnel Our success is dependent on, among other things, the services of certain key personnel, including specifically Billy F Mitcham, Jr, our President and Chief Executive Officer, Mr
Michael Pinnington, our Managing Director of Seamap (UK) and Mr
Mark Welker, our Managing Director of Seamap Pte Ltd
Mitcham’s employment agreement is automatically renewed on a year-to-year basis until terminated by either party giving 30 days notice prior to the end of the current term (subject to earlier termination on certain stated events)
The agreement prohibits Mr
Mitcham from engaging in any business activities that are competitive with our business and from diverting any of our customers to a competitor for two years after the termination of his employment
Pinnington and Mr
Welker have a five-year employment agreement with the Company effective July 2005 that prohibits them from engaging in a similar business as the Company for a period of seven years, should they leave employment of the Company
Mitcham, Mr
Pinnington or Mr
Our Seismic Lease Pool is Subject to Technological Obsolescence We have a substantial capital investment in seismic data acquisition equipment
The development by manufacturers of seismic equipment of newer technology systems or component parts that have significant competitive advantages over seismic systems and component parts now in use could have an adverse effect on our ability to profitably lease and sell our existing seismic equipment
Significant improvements in technology may also require us to recognize an asset impairment charge to our lease pool investment, and to correspondingly invest significant sums to upgrade or replace our existing lease pool with newer-technology equipment demanded by our customers
Weather Conditions Cause Seasonal Fluctuations in Our Operating Results The first and fourth quarters of our fiscal year have historically accounted for a greater portion of our revenues than do our second and third quarters
This seasonality in leasing revenues is primarily due to the increased seismic survey activity in Canada from January through March or April
This seasonal pattern may cause our results of operations to vary significantly from quarter to quarter
Accordingly, period-to-period comparisons are not necessarily meaningful and should not be relied on as indicative of future results
10 _________________________________________________________________ [62]Table of Contents We Face Competition in Our Seismic Equipment Leasing Activities We have several competitors engaged in seismic equipment leasing and sales, including seismic equipment manufacturers and data acquisition contractors that use seismic equipment, many of which have substantially greater financial resources than us
We believe that our competitors, in general, have neither as extensive a seismic equipment lease pool as we do, or similar exclusive lease referral agreements with suppliers
Competition exists to a lesser extent from seismic data acquisition contractors that may lease equipment that is temporarily idle
There are also several smaller competitors that, in the aggregate, generate significant revenue from the sale of seismic survey equipment
Pressures from existing or new competitors could adversely affect our business operations
We Rely on a Small Number of Suppliers and Disruption in Vendor Supplies Could Adversely Affect Our Results of Operations We purchase the majority of our seismic equipment for our lease pool from a small number of suppliers
We believe we have satisfactory relationships with our suppliers
However, should those relationships deteriorate, we may have difficulty in obtaining new technology required by our customers and maintaining the existing equipment in accordance with manufacturers’ specifications
In addition, we may, from time to time, experience supply or quality control problems with suppliers, and these problems could significantly affect our ability to meet our lease commitments
Reliance on certain suppliers, as well as industry supply conditions, generally involve several risks, including the possibility of a shortage or a lack of availability of key products and increases in product costs and reduced control over delivery schedules; any of these could adversely affect our future results of operations
Our Stock Price is Subject to Volatility Due to recent energy industry conditions, energy and energy service company stock prices, including our stock price, have been extremely volatile
Such stock price volatility could adversely affect our business operations by, among other things, impeding our ability to attract and retain qualified personnel and to obtain additional financing
Possible Adverse Effect of Anti-Takeover Provisions; Potential Issuance of Preferred Stock Certain provisions of our Articles of Incorporation and the Texas Business Corporation Act may tend to delay, defer or prevent a potential unsolicited offer or takeover attempt that is not approved by our Board of Directors but that our shareholders might consider to be in their best interest, including an attempt that might result in shareholders receiving a premium over the market price for their shares
Because our Board of Directors is authorized to issue preferred stock with such preferences and rights as it determines, it may afford the holders of any series of preferred stock preferences, rights or voting powers superior to those of the holders of common stock
Although we have no shares of preferred stock outstanding and no present intention to issue any shares of our preferred stock, there can be no assurance that we will not do so in the future