##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended April 30, 2007
 or
 o
    
    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 000-25142
 MITCHAM INDUSTRIES, INC.
  Texas
    
    76-0210849(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 8141 SH 75 South
P.O. Box 1175
Huntsville, Texas 77342
 (936) 291-2277
 þ o
  o þ o
 o þ




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##### 



MITCHAM INDUSTRIES, INC.
Table of Contents
 PART I. FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsCondensed Consolidated Balance Sheets as of April 30, 2007 and
January 31, 2007
    
    
    1Condensed Consolidated Statements of Operations for the Three
Months Ended April 30, 2007 and 2006
    
    
    2Condensed Consolidated Statements of Cash Flows for the Three
Months Ended April 30, 2007 and 2006
    
    
    3Notes to Condensed Consolidated Financial Statements
    
    
    4Item 2.
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    10Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    17Item 4.
    
    Controls and Procedures
    
    
    18PART II. OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    18Item 1A.
    
    Risk Factors
    
    
    18Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    18Item 3.
    
    Defaults Upon Senior Securities
    
    
    18Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    18Item 5.
    
    Other Information
    
    
    18Item 6.
    
    Exhibits
    
    
    18Signatures
    
    
    20Certification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification Pursuant to Section 906
  i




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 MITCHAM INDUSTRIES, INC.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (in thousands, except per share data)
 April 30,
    
    
    January 31,2007
    
    
    2007(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    3,881
    
    
    $
    12,582Accounts receivable, net
    
    
    18,572
    
    
    
    11,823Current portion of notes receivable, net
    
    
    1,950
    
    
    
    1,787Inventories
    
    
    6,852
    
    
    
    7,308Deferred tax asset
    
    
    528
    
    
    
    483Prepaid expenses and other current assets
    
    
    2,174
    
    
    
    2,003Total current assets
    
    
    33,957
    
    
    
    35,986Seismic equipment lease pool and property and equipment, net
    
    
    36,892
    
    
    
    35,432Intangible assets, net
    
    
    2,013
    
    
    
    2,127Goodwill
    
    
    4,358
    
    
    
    3,358Deferred tax asset
    
    
    435
    
    
    
    5,094Long-term portion of notes receivable and other assets
    
    
    236
    
    
    
    1,305Total assets
    
    $
    77,891
    
    
    $
    83,302LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    4,954
    
    
    $
    16,343Current maturities  long-term debt
    
    
    1,500
    
    
    
    1,500Income taxes payable
    
    
    360
    
    
    
    328Deferred revenue
    
    
    2,107
    
    
    
    948Accrued expenses and other current liabilities
    
    
    4,339
    
    
    
    3,177Total current liabilities
    
    
    13,260
    
    
    
    22,296Non-current income taxes payable
    
    
    1,235
    
    
    
    Long-term debt
    
    
    1,500
    
    
    
    1,500Total liabilities
    
    
    15,995
    
    
    
    23,796Shareholders equity:Preferred stock, $1.00 par value; 1,000 shares authorized; none
issued and outstanding
    
    
    
    
    
    
    Common stock $.01 par value; 20,000 shares authorized; 10,601
shares issued at April 30 and January 31, 2007
    
    
    106
    
    
    
    106Additional paid-in capital
    
    
    68,164
    
    
    
    67,385Treasury stock, at cost (919 shares at April 30 and January 31, 2007)
    
    
    (4,781
    )
    
    
    (4,781
    )Accumulated deficit
    
    
    (6,837
    )
    
    
    (6,142
    )Accumulated other comprehensive income
    
    
    5,244
    
    
    
    2,938Total shareholders equity
    
    
    61,896
    
    
    
    59,506Total liabilities and shareholders equity
    
    $
    77,891
    
    
    $
    83,302
 The accompanying notes are an integral part of these condensed consolidated financial statements.
 1




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MITCHAM INDUSTRIES, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (in thousands, except per share data)
 (unaudited)
 For the Three Months EndedApril 30,2007
    
    
    2006Revenues:Equipment leasing
    
    $
    10,081
    
    
    $
    7,010Lease pool equipment sales
    
    
    717
    
    
    
    2,707Seamap equipment sales
    
    
    10,058
    
    
    
    3,301Other equipment sales
    
    
    2,158
    
    
    
    1,097Total revenues
    
    
    23,014
    
    
    
    14,115Direct costs:Direct costs  equipment leasing
    
    
    470
    
    
    
    855Direct costs  lease pool depreciation
    
    
    2,404
    
    
    
    1,740Cost of equipment sales
    
    
    10,036
    
    
    
    4,223Total direct costs
    
    
    12,910
    
    
    
    6,818Gross profit
    
    
    10,104
    
    
    
    7,297Operating costs:General and administrative
    
    
    4,020
    
    
    
    3,534Depreciation and amortization
    
    
    355
    
    
    
    298Total operating costs
    
    
    4,375
    
    
    
    3,832Operating income
    
    
    5,729
    
    
    
    3,465Other income (expense)Interest, net
    
    
    78
    
    
    
    148Other, net
    
    
    2
    
    
    
    10Total other income
    
    
    80
    
    
    
    158Income before income taxes
    
    
    5,809
    
    
    
    3,623Provision for income taxes
    
    
    (1,869
    )
    
    
    (184
    )Net income
    
    $
    3,940
    
    
    $
    3,439Net income per common share:Basic
    
    $
    0.41
    
    
    $
    0.36Diluted
    
    $
    0.39
    
    
    $
    0.33Shares used in computing net income per
common share:Basic
    
    
    9,640
    
    
    
    9,563Diluted
    
    
    10,166
    
    
    
    10,307
 The accompanying notes are an integral part of these condensed consolidated financial
statements.
 2




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MITCHAM INDUSTRIES, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in thousands)
 (unaudited)
 For the Three Months EndedApril 30,2007
    
    
    2006Cash flows from operating activities:Net income
    
    $
    3,940
    
    
    $
    3,439Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    2,759
    
    
    
    2,038Stock-based compensation
    
    
    556
    
    
    
    297Provision for inventory obsolescence
    
    
    50
    
    
    
    3Gross profit from sale of lease pool equipment
    
    
    (490
    )
    
    
    (1,230
    )Excess tax benefit from exercise of non-qualified stock options
    
    
    (219
    )
    
    
    Deferred tax provision
    
    
    1,309
    
    
    
    Changes in:Trade accounts receivable
    
    
    (4,425
    )
    
    
    (6,764
    )Notes receivable
    
    
    (902
    )
    
    
    Inventories
    
    
    581
    
    
    
    (1,058
    )Income taxes payable
    
    
    237
    
    
    
    160Accounts payable, accrued expenses, other current liabilities
and deferred revenue
    
    
    2,378
    
    
    
    791Prepaid expenses and other current assets
    
    
    38
    
    
    
    13Net cash
provided by (used in)  operating activities
    
    
    5,812
    
    
    
    (2,311
    )Cash flows from investing activities:Purchases of seismic equipment held for lease
    
    
    (15,321
    )
    
    
    (3,475
    )Sales and maturities of short-term investments
    
    
    
    
    
    
    550Purchases of property and equipment
    
    
    (264
    )
    
    
    (447
    )Acquisition of subsidiary, net of cash acquired
    
    
    
    
    
    
    (1,000
    )Sale of used lease pool equipment
    
    
    717
    
    
    
    2,707Net cash used in investing activities
    
    
    (14,868
    )
    
    
    (1,665
    )Cash flows from financing activities:Proceeds from borrowings
    
    
    4,500
    
    
    
    Payments on borrowings
    
    
    (4,500
    )
    
    
    Proceeds from issuance of common stock upon exercise of stock
options, net of stock surrendered
    
    
    4
    
    
    
    528Excess tax benefits from exercise of non-qualified stock options
    
    
    219
    
    
    
    Net cash provided by financing activities
    
    
    223
    
    
    
    528Effect of changes in foreign exchange rates on cash and cash equivalents
    
    
    132
    
    
    
    Net decrease in cash and cash equivalents
    
    
    (8,701
    )
    
    
    (3,448
    )Cash and cash equivalents, beginning of period
    
    
    12,582
    
    
    
    16,426Cash and cash equivalents, end of period
    
    $
    3,881
    
    
    $
    12,978Supplemental cash flow information:Interest paid
    
    $
    62
    
    
    $
    2Income taxes paid
    
    $
    322
    
    
    
    Non-cash transactionsAccrual of earn-out payment related to acquisition
    
    $
    1,000
    
    
    
    
 The accompanying notes are an integral part of these condensed consolidated financial statements.
 3




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MITCHAM INDUSTRIES, INC.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (In thousands, except per share amounts)
 (unaudited)
 1. Basis of Presentation
   2. Organization
  3. New Accounting Pronouncements
 Accounting for Uncertainty in Income Taxes Accounting for Income Taxes
 Income Taxes
 Fair Value Measurements
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The Fair Value Option for Financial Assets and
Financial Liabilities
 3. Balance Sheet
 April 30,
    
    
    January 31,2007
    
    
    2007Accounts receivable:Accounts receivable
    
    $
    19,750
    
    
    $
    13,035Allowance for doubtful accounts
    
    
    (1,178
    )
    
    
    (1,212
    )Total accounts receivable, net
    
    $
    18,572
    
    
    $
    11,823Notes receivable:Notes receivable
    
    $
    2,175
    
    
    $
    3,077Allowance for doubtful accounts
    
    
    
    
    
    
    2,175
    
    
    
    3,077Less current portion of notes receivable
    
    
    (1,950
    )
    
    
    (1,787
    )Long-term portion of notes receivable
    
    $
    225
    
    
    $
    1,290Inventories:Raw materials
    
    $
    2,937
    
    
    $
    3,996Finished goods
    
    
    2,506
    
    
    
    2,023Work in progress
    
    
    1,880
    
    
    
    1,6867,323
    
    
    
    7,705Less allowance for obsolescence
    
    
    (471
    )
    
    
    (397
    )Total inventories, net
    
    $
    6,852
    
    
    $
    7,308Seismic equipment lease pool and property and
equipment:Seismic equipment lease pool
    
    $
    94,098
    
    
    $
    88,301Land and buildings
    
    
    366
    
    
    
    366Furniture and fixtures
    
    
    4,550
    
    
    
    4,347Autos and trucks
    
    
    519
    
    
    
    38299,533
    
    
    
    93,396Accumulated depreciation and amortization
    
    
    (62,641
    )
    
    
    (57,964
    )Total seismic equipment lease pool and
property and equipment, net
    
    $
    36,892
    
    
    $
    35,432Accrued expenses and other current liabilities:Accrued expenses
    
    $
    3,339
    
    
    $
    2,177Accrued earn-out payment
    
    
    1,000
    
    
    
    1,000Total accrued expenses and other current
liabilities
    
    $
    4,339
    
    
    $
    3,177
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4. Goodwill and Other Intangible Assets
 Weighted
    
    
    April 30, 2007
    
    
    January 31, 2007Average
    
    
    Gross
    
    
    
    
    
    
    Net
    
    
    Gross
    
    
    
    
    
    
    NetLife at
    
    
    Carrying
    
    
    Accumulated
    
    
    Carrying
    
    
    Carrying
    
    
    Accumulated
    
    
    Carrying4/30/07
    
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    Amount
    
    
    Amortization
    
    
    AmountGoodwill
    
    
    
    
    
    $
    4,358
    
    
    
    
    
    
    
    
    
    
    $
    3,358Proprietary rights
    
    
    13.1
    
    
    $
    1,850
    
    
    $
    (226
    )
    
    $
    1,624
    
    
    $
    1,850
    
    
    $
    (195
    )
    
    $
    1,655Covenants
not-to-compete
    
    
    1.1
    
    
    
    1,000
    
    
    
    (611
    )
    
    
    389
    
    
    
    1,000
    
    
    
    (528
    )
    
    
    472Amortizable intangible assets
    
    
    
    
    
    $
    2,850
    
    
    $
    (837
    )
    
    $
    2,013
    
    
    $
    2,850
    
    
    $
    (723
    )
    
    $
    2,127
   For fiscal year ended January 31, :2008
    
    $
    3432009
    
    
    2622010
    
    
    1232011
    
    
    1232012 and thereafter
    
    
    1,162Total
    
    $
    2,013
 5. Long-Term Debt and Notes Payable
   6




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6. Comprehensive Income
  Three Months EndedApril 30,2007
    
    
    2006Net income
    
    $
    3,940
    
    
    $
    3,439Gain from foreign currency translation
adjustment
    
    
    2,306
    
    
    
    590Comprehensive income
    
    $
    6,246
    
    
    $
    4,029
 7. Income Taxes
      8. Earnings per Share
  7




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Three Months EndedApril 30,2007
    
    
    2006Basic common shares outstanding
    
    
    9,640
    
    
    
    9,563Stock options
    
    
    493
    
    
    
    718Restricted stock
    
    
    18
    
    
    
    9Warrants
    
    
    15
    
    
    
    17Total common share equivalents
    
    
    526
    
    
    
    744Diluted common shares outstanding
    
    
    10,166
    
    
    
    10,307
 9. Stock-Based Compensation
  10. Segment Reporting
 Disclosures about
Segments of an Enterprise and Related Information.
    As of April 30, 2007EquipmentLeasing
    
    Seamap
    
    ConsolidatedFixed assets, net
    
    $
    36,203
    
    
    $
    1,293
    
    
    $
    36,892Intangible assets, net
    
    $
    
    
    
    $
    2,013
    
    
    $
    2,013Goodwill
    
    $
    
    
    
    $
    4,358
    
    
    $
    4,358
 For the Three Months EndedApril 30, 2006EquipmentLeasing
    
    Seamap
    
    ConsolidatedRevenues
    
    $
    10,814
    
    
    $
    3,301
    
    
    $
    14,115Interest income, net
    
    $
    145
    
    
    $
    3
    
    
    $
    148Income before taxes
    
    $
    5,364
    
    
    $
    580
    
    
    $
    3,624Capital expenditures
    
    $
    3,762
    
    
    $
    160
    
    
    $
    3,922Depreciation and amortization expense
    
    $
    1,855
    
    
    $
    183
    
    
    $
    2,038
 8




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##### Table of Contents



For the Three Months EndedApril 30, 2007EquipmentLeasing
    
    Seamap
    
    ConsolidatedRevenues
    
    $
    12,956
    
    
    $
    10,364
    
    
    $
    23,014Interest income, net
    
    $
    75
    
    
    $
    1
    
    
    $
    78Income before taxes
    
    $
    3,879
    
    
    $
    4
    
    
    $
    5,809Capital expenditures
    
    $
    3,706
    
    
    $
    67
    
    
    $
    3,773Depreciation and amortization expense
    
    $
    2,535
    
    
    $
    253
    
    
    $
    2,759
  9




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Cautionary Statement About Forward-Looking Statements
  
    
    our future financial position and results of operations;
    
    planned capital expenditures;
    
    our business strategy and other plans for future operations;
    
    the future mix of revenues and business;
    
    future demand for our services; and
    
    general conditions in the energy industry and seismic service industry.
  Overview
    For the Three Months EndedApril 30,2007
    
    
    2006(in thousands)Revenues:Equipment Leasing
    
    $
    12,956
    
    
    $
    10,814Seamap
    
    
    10,364
    
    
    
    3,301Intersegment sales
    
    
    (306
    )
    
    
    Total revenues
    
    
    23,014
    
    
    
    14,115Direct costs:Equipment Leasing
    
    
    4,845
    
    
    
    4,922Seamap
    
    
    8,235
    
    
    
    1,896Intersegment costs
    
    
    (170
    )
    
    
    Total direct costs
    
    
    12,910
    
    
    
    6,818Gross profit
    
    
    10,104
    
    
    
    7,297Operating costs:General and administrative
    
    
    4,020
    
    
    
    3,534Depreciation and amortization
    
    
    355
    
    
    
    298Total operating costs
    
    
    4,375
    
    
    
    3,832Operating income
    
    $
    5,729
    
    
    $
    3,465
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For the Three Months EndedApril 30,2007
    
    
    2006(in thousands)EBITDA(1)
    
    $
    8,488
    
    
    $
    5,503Adjusted EBITDA(1)
    
    $
    9,044
    
    
    $
    5,800Reconciliation of Net Income to
EBITDA and Adjusted EBITDANet income
    
    $
    3,940
    
    
    $
    3,439Interest income, net
    
    
    (80
    )
    
    
    (158
    )Depreciation and amortization
    
    
    2,759
    
    
    
    2,038Provision for income taxes
    
    
    1,869
    
    
    
    184EBITDA (1)
    
    
    8,488
    
    
    
    5,503Stock-based compensation
    
    
    556
    
    
    
    297Adjusted EBITDA (1)
    
    $
    9,044
    
    
    $
    5,800
 
 (1)
    
    EBITDA is defined as net income (loss) before (a) interest income, net of
interest expense, (b) provision for (or benefit from) income taxes and (c) depreciation and
amortization. Adjusted EBITDA excludes stock-based compensation. We consider EBITDA and
Adjusted EBITDA to be important indicators for the performance of our business, but not
measures of performance calculated in accordance with accounting principles generally accepted
in the United States of America (GAAP). We have included these non-GAAP financial measures
because they provide management with important information for assessing our performance and
as indicators of our ability to make capital expenditures and finance working capital
requirements. EBITDA and Adjusted EBITDA are not measures of financial performance under GAAP
and should not be considered in isolation or as alternatives to cash flow from operating
activities or as alternatives to net income as indicators of operating performance or any
other measures of performance derived in accordance with GAAP. Other companies in our
industry may calculate EBITDA or Adjusted EBITDA differently than we do and EBITDA and
Adjusted EBITDA may not be comparable with similarly titled measures reported by other
companies.     11




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##### Table of Contents



Results of Operations
  Revenues and Direct Costs
 Equipmen Leasing
  Three Months EndedApril 30,2007
    
    
    2006(in thousands)Equipment leasing
    
    $
    10,081
    
    
    $
    7,010Lease pool equipment sales
    
    
    717
    
    
    
    2,707New seismic equipment sales
    
    
    1,780
    
    
    
    913SAP equipment sales
    
    
    378
    
    
    
    184$
    12,956
    
    
    $
    10,814
    12




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Seamap
   Operating Costs
  Interest and Other Income, net
  13




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Provision for Income Taxes
  Liquidity and Capital Resources
      14




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Critical Accounting Policies
   Revenue Recognition
     Allowance for Doubtful Accounts
  Long-Lived Assets
   15




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Accounting for the Impairment or Disposal of Long-Lived Assets
 Income Taxes
  Accounting for Income Taxes
 
    
    taxable income projections in future years;
    
    whether the carryforward period is so brief that it would limit realization of tax benefits;
    
    future sales and operating cost projections that will produce more than enough taxable
income to realize the deferred tax asset based on existing sales prices and cost
structures; and
    
    our earnings history exclusive of the loss that created the future deductible amount
coupled with evidence indicating that the loss is an aberration rather than a continuing
condition.
  
    
    the current level of worldwide oil and gas exploration activities resulting from
historically high prices for oil and natural gas;
    
    increasing world demand for oil;
    
    our recent history of profitable operations in various jurisdictions;
    
    our anticipated positive income in various jurisdictions; and
    
    our existing customer relationships.
  
    
    the risk of the world oil supply increasing, thereby depressing the price of oil and natural gas;
    
    the risk of decreased global demand for oil; and
    
    the potential for increased competition in the seismic equipment leasing and sales business.
 Accounting for Uncertainty in Income Taxes Accounting for Income Taxes
  16




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Stock-Based Compensation
 Share-Based Payment
 New Accounting Pronouncements
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities
 
 Item 3. Quantitative and Qualitative Disclosures about Market Risk
 Market Risk
  Foreign Currency Risk
   17




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Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  
 PART II
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
 Exhibits
  SEC File orExhibit
    
    
    
    
    
    Registration
    
    ExhibitNumber
    
    Document Description
    
    Report or Registration Statement
    
    Number
    
    Reference3.1
    
    Amended and
Restated Articles
of Incorporation of
Mitcham Industries,
Inc.
    
    Incorporated by reference to
Mitcham Industries, Inc.s
Registration Statement on Form
S-8, filed with the SEC on
August 9, 2001.
    
    333-67208
    
    
    3.13.2
    
    Second Amended and
Restated Bylaws of
Mitcham Industries,
Inc.
    
    Incorporated by reference to
Mitcham Industries, Inc.s
Annual Report on Form 10-K for
the fiscal year ended January
31, 2004, filed with the SEC on
May 28, 2004.
    
    000-25142
    
    
    3.210.1
    
    Renewal Extension
and Modification
Agreement, dated
February 1, 2007,
between Mitcham
Industries, Inc.
and First Victoria
Bank
    
    Incorporated by reference to
Mitcham Industries, Inc.s
Annual Report on Form 10-K for
the fiscal year ended January
31, 2007, filed with the SEC on
April 16, 2007.
    
    000-25142
    
    
    10.23
 18




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##### Table of Contents



SEC File orExhibit
    
    
    
    
    
    Registration
    
    ExhibitNumber
    
    Document Description
    
    Report or Registration Statement
    
    Number
    
    Reference31.1
    
    Certification
of Billy F.
Mitcham, Jr., Chief
Executive Officer,
pursuant to Rule
13a-14(a) and Rule
15d-14(a) of the
Securities Exchange
Act, as amended31.2
    
    Certification
of Robert P. Capps,
Chief Financial
Officer, pursuant
to Rule 13a-14(a)
and Rule 15d-14(a)
of the Securities
Exchange Act, as
amended32.1
    
    Certification
of Billy F.
Mitcham, Jr., Chief
Executive Officer,
and Robert P.
Capps, Chief
Financial Officer,
under Section 906
of the Sarbanes
Oxley Act of 2002,
18 U.S.C. § 1350
 19




---



##### Table of Contents



SIGNATURES
  MITCHAM INDUSTRIES, INC.Date: June 5, 2007
    
    /s/ Robert P. CappsRobert P. CappsExecutive Vice President-Finance and Chief Financial Officer(Duly Authorized Officer and Chief Accounting Officer)
 20




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##### Table of Contents



Exhibit Index
 SEC File orExhibit
    
    
    
    
    
    Registration
    
    ExhibitNumber
    
    Document Description
    
    Report or Registration Statement
    
    Number
    
    Reference3.1
    
    Amended and
Restated Articles
of Incorporation of
Mitcham Industries,
Inc.
    
    Incorporated by reference to
Mitcham Industries, Inc.s
Registration Statement on Form
S-8, filed with the SEC on
August 9, 2001.
    
    333-67208
    
    
    3.13.2
    
    Second Amended and
Restated Bylaws of
Mitcham Industries,
Inc.
    
    Incorporated by reference to
Mitcham Industries, Inc.s
Annual Report on Form 10-K for
the fiscal year ended January
31, 2004, filed with the SEC on
May 28, 2004.
    
    000-25142
    
    
    3.210.1
    
    Renewal Extension
and Modification
Agreement, dated
February 1, 2007,
between Mitcham
Industries, Inc.
and First Victoria
Bank
    
    Incorporated by reference to
Mitcham Industries, Inc.s
Annual Report on Form 10-K for
the fiscal year ended January
31, 2007, filed with the SEC on
April 16, 2007.
    
    000-25142
    
    
    10.2331.1
    
    Certification
of Billy F.
Mitcham, Jr., Chief
Executive Officer,
pursuant to Rule
13a-14(a) and Rule
15d-14(a) of the
Securities Exchange
Act, as amended31.2
    
    Certification
of Robert P. Capps,
Chief Financial
Officer, pursuant
to Rule 13a-14(a)
and Rule 15d-14(a)
of the Securities
Exchange Act, as
amended32.1
    
    Certification
of Billy F.
Mitcham, Jr., Chief
Executive Officer,
and Robert P.
Capps, Chief
Financial Officer,
under Section 906
of the Sarbanes
Oxley Act of 2002,
18 U.S.C. § 1350