##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended April 30, 2008
 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 
incorporation or organization)
    
    (I.R.S. Employer Identification
No.)
 8141 SH 75 South
P.O. Box 1175
Huntsville, Texas 77342
 (936) 291-2277
  þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  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, 2008 and
January 31, 2008
    
    
    1Condensed Consolidated Statements of Operations for the Three
Months Ended April 30, 2008 and 2007
    
    
    2Condensed Consolidated Statements of Cash Flows for the Three
Months Ended April 30, 2008 and 2007
    
    
    3Notes to Condensed Consolidated Financial Statements
    
    
    4Item 2.
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    9Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    15Item 4.
    
    Controls and Procedures
    
    
    16PART II. OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    16Item 1A.
    
    Risk Factors
    
    
    16Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    17Item 3.
    
    Defaults Upon Senior Securities
    
    
    17Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    17Item 5.
    
    Other Information
    
    
    17Item 6.
    
    Exhibits
    
    
    18Signatures
    
    
    19Certification of CEO pursuant to Rule 13a-14(a) and Rule 15d-14(a)Certification of CFO pursuant to Rule 13a-14(a) and Rule 15d-14(a)Certification of CEO and CFO under Section 906
  ii




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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, 2008
    
    
    January 31, 2008(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    6,933
    
    
    $
    13,884Accounts receivable, net
    
    
    16,343
    
    
    
    12,816Current portion of contracts receivable
    
    
    2,746
    
    
    
    2,964Inventories, net
    
    
    5,603
    
    
    
    6,352Deferred tax asset
    
    
    1,369
    
    
    
    1,230Prepaid expenses and other current assets
    
    
    1,122
    
    
    
    1,491Total current assets
    
    
    34,116
    
    
    
    38,737Seismic equipment lease pool and property and equipment, net
    
    
    55,289
    
    
    
    53,179Intangible assets, net
    
    
    3,533
    
    
    
    3,692Goodwill
    
    
    4,358
    
    
    
    4,358Net deferred tax asset
    
    
    619
    
    
    
    1,505Long-term portion of contracts receivable and other assets
    
    
    2,271
    
    
    
    2,430Total assets
    
    $
    100,186
    
    
    $
    103,901LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    3,969
    
    
    $
    16,729Current maturities  long-term debt
    
    
    4,863
    
    
    
    1,500Income taxes payable
    
    
    1,882
    
    
    
    1,967Deferred revenue
    
    
    504
    
    
    
    872Accrued expenses and other current liabilities
    
    
    4,507
    
    
    
    3,674Total current liabilities
    
    
    15,725
    
    
    
    24,742Non-current income taxes payable
    
    
    3,376
    
    
    
    3,391Total liabilities
    
    
    19,101
    
    
    
    28,133Shareholders equity:Preferred stock, $1.00 par value; 1,000 shares authorized; none issued and outstanding
    
    
    
    
    
    
    Common stock $.01 par value; 20,000 shares authorized; 10,716 and 10,708 shares issued
at April 30, 2008 and January 31, 2008, respectively
    
    
    107
    
    
    
    107Additional paid-in capital
    
    
    72,670
    
    
    
    71,929Treasury stock, at cost (921 shares at April 30, 2008 and January 31, 2008)
    
    
    (4,808
    )
    
    
    (4,805
    )Retained earnings
    
    
    4,940
    
    
    
    662Accumulated other comprehensive income
    
    
    8,176
    
    
    
    7,875Total shareholders equity
    
    
    81,085
    
    
    
    75,768Total liabilities and shareholders equity
    
    $
    100,186
    
    
    $
    103,901
 The accompanying notes are an integral part of these condensed consolidated financial statements.
 1




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##### Table of Contents



MITCHAM INDUSTRIES, INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
 For the Three Months EndedApril 30,2008
    
    
    2007Revenues:Equipment leasing
    
    $
    12,373
    
    
    $
    10,081Lease pool equipment sales
    
    
    561
    
    
    
    717Seamap equipment sales
    
    
    5,282
    
    
    
    10,058Other equipment sales
    
    
    318
    
    
    
    2,158Total revenues
    
    
    18,534
    
    
    
    23,014Cost of sales:Direct costs  equipment leasing
    
    
    442
    
    
    
    470Direct costs  lease pool depreciation
    
    
    3,640
    
    
    
    2,404Cost of equipment sales
    
    
    2,824
    
    
    
    10,036Total cost of sales
    
    
    6,906
    
    
    
    12,910Gross profit
    
    
    11,628
    
    
    
    10,104Operating expenses:General and administrative
    
    
    4,875
    
    
    
    4,020Depreciation and amortization
    
    
    395
    
    
    
    355Total operating expenses
    
    
    5,270
    
    
    
    4,375Operating income
    
    
    6,358
    
    
    
    5,729Other income (expense)Interest, net
    
    
    150
    
    
    
    78Other, net
    
    
    5
    
    
    
    2Total other income
    
    
    155
    
    
    
    80Income before income taxes
    
    
    6,513
    
    
    
    5,809Provision for income taxes
    
    
    (2,235
    )
    
    
    (1,869
    )Net income
    
    $
    4,278
    
    
    $
    3,940Net income per common share:Basic
    
    $
    0.44
    
    
    $
    0.41Diluted
    
    $
    0.41
    
    
    $
    0.39Shares used in computing net income per
common share:Basic
    
    
    9,751
    
    
    
    9,640Diluted
    
    
    10,337
    
    
    
    10,166
 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 30,2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    4,278
    
    
    $
    3,940Adjustments to reconcile net income to net cash provided by operating
activities:Depreciation and amortization
    
    
    4,076
    
    
    
    2,759Stock-based compensation
    
    
    636
    
    
    
    556Provision for doubtful accounts
    
    
    116
    
    
    
    Provision for inventory obsolescence
    
    
    6
    
    
    
    50Gross profit from sale of lease pool equipment
    
    
    (438
    )
    
    
    (490
    )Excess tax benefit from exercise of non-qualified stock options
    
    
    (53
    )
    
    
    (219
    )Deferred tax provision
    
    
    548
    
    
    
    1,309Non-current income taxes payable
    
    
    205
    
    
    
    Changes in:Accounts receivable
    
    
    (2,814
    )
    
    
    (4,425
    )Contracts receivable
    
    
    424
    
    
    
    (902
    )Inventories
    
    
    825
    
    
    
    581Income taxes payable
    
    
    30
    
    
    
    237Accounts payable, accrued expenses, other current liabilities and
deferred revenue
    
    
    (7,310
    )
    
    
    2,378Prepaid expenses and other current assets
    
    
    431
    
    
    
    38Net cash provided by operating activities
    
    
    960
    
    
    
    5,812Cash flows from investing activities:Purchases of seismic equipment held for lease
    
    
    (11,338
    )
    
    
    (15,321
    )Purchases of property and equipment
    
    
    (269
    )
    
    
    (264
    )Sale of used lease pool equipment
    
    
    561
    
    
    
    717Net cash used in investing activities
    
    
    (11,046
    )
    
    
    (14,868
    )Cash flows from financing activities:Proceeds from borrowings
    
    
    4,000
    
    
    
    4,500Payments on borrowings
    
    
    (637
    )
    
    
    (4,500
    )Proceeds from issuance of common stock upon exercise of stock options,
net of stock surrendered
    
    
    49
    
    
    
    4Excess tax benefit from exercise of non-qualified stock options
    
    
    53
    
    
    
    219Net cash provided by financing activities
    
    
    3,465
    
    
    
    223Effect of changes in foreign exchange rates on cash and cash equivalents
    
    
    (330
    )
    
    
    132Net decrease in cash and cash equivalents
    
    
    (6,951
    )
    
    
    (8,701
    )Cash and cash equivalents, beginning of period
    
    
    13,884
    
    
    
    12,582Cash and cash equivalents, end of period
    
    $
    6,933
    
    
    $
    3,881Supplemental cash flow information:Interest paid
    
    $
    62
    
    
    $
    62Income taxes paid
    
    $
    1,401
    
    
    $
    322Seismic equipment purchases included in accounts payable at end of period
    
    $
    2,789
    
    
    $
    Accrual 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
 Fair Value Measurements
 The Fair Value Option for Financial Assets and
Financial Liabilities
 4




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4. Balance Sheet
 April 30,
    
    
    January 31,2008
    
    
    2008Accounts receivable:Accounts receivable
    
    $
    17,969
    
    
    $
    14,328Allowance for doubtful accounts
    
    
    (1,626
    )
    
    
    (1,512
    )Total accounts receivable, net
    
    $
    16,343
    
    
    $
    12,816Contracts receivable:Contracts receivable
    
    $
    4,983
    
    
    $
    5,360Less current portion of contracts receivable
    
    
    (2,746
    )
    
    
    (2,964
    )Long-term portion of contracts receivable
    
    $
    2,237
    
    
    $
    2,396Inventories:Raw materials
    
    $
    3,211
    
    
    $
    3,565Finished goods
    
    
    886
    
    
    
    898Work in progress
    
    
    2,405
    
    
    
    2,6936,502
    
    
    
    7,156Less allowance for obsolescence
    
    
    (899
    )
    
    
    (804
    )Total inventories, net
    
    $
    5,603
    
    
    $
    6,352Seismic equipment lease pool and property and equipment:Seismic equipment lease pool
    
    $
    122,939
    
    
    $
    116,676Land and buildings
    
    
    366
    
    
    
    366Furniture and fixtures
    
    
    5,576
    
    
    
    5,026Autos and trucks
    
    
    634
    
    
    
    605129,515
    
    
    
    122,673Accumulated depreciation and amortization
    
    
    (74,226
    )
    
    
    (69,494
    )Total seismic equipment lease pool and property and equipment, net
    
    $
    55,289
    
    
    $
    53,179
 5. Goodwill and Other Intangible Assets
 Weighted
    
    
    April 30, 2008
    
    
    January 31, 2008Average
    
    
    Gross
    
    
    
    
    
    
    Net
    
    
    Gross
    
    
    
    
    
    
    NetLife at
    
    
    Carrying
    
    
    Accumulated
    
    
    Carrying
    
    
    Carrying
    
    
    Accumulated
    
    
    Carrying4/30/08
    
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    Amount
    
    
    Amortization
    
    
    AmountGoodwill
    
    
    
    
    
    $
    4,358
    
    
    
    
    
    
    $
    4,358
    
    
    $
    4,358
    
    
    
    
    
    
    $
    4,358Proprietary rights
    
    
    12.2
    
    
    $
    3,881
    
    
    $
    (404
    )
    
    $
    3,477
    
    
    $
    3,885
    
    
    $
    (332
    )
    
    $
    3,553Covenants
not-to-compete
    
    
    0.2
    
    
    
    1,000
    
    
    
    (944
    )
    
    
    56
    
    
    
    1,000
    
    
    
    (861
    )
    
    
    139Amortizable intangible assets
    
    
    
    
    
    $
    4,881
    
    
    $
    (1,348
    )
    
    $
    3,533
    
    
    $
    4,885
    
    
    $
    (1,193
    )
    
    $
    3,692
  5




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##### Table of Contents



For fiscal years ending January 31,:2009
    
    $
    2702010
    
    
    2862011
    
    
    2862012
    
    
    2862013 and thereafter
    
    
    2,405Total
    
    $
    3,533
 6. Long-Term Debt and Notes Payable
   7. Shareholders Equity
  8. Comprehensive Income
  Three Months Ended April 30,2008
    
    
    2007Net income
    
    $
    4,278
    
    
    $
    3,940Gain from foreign currency translation adjustment
    
    
    301
    
    
    
    2,306Comprehensive income
    
    $
    4,579
    
    
    $
    6,246
 9. Income Taxes
 Accounting for Income
Taxes
 6




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Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109,
Accounting for Income Taxes
     10. Earnings per Share
  Three Months Ended April 30,2008
    
    
    2007Basic weighted average common shares outstanding
    
    
    9,751
    
    
    
    9,640Stock options
    
    
    570
    
    
    
    493Unvested restricted stock
    
    
    16
    
    
    
    18Warrants
    
    
    
    
    
    
    15Total weighted average common share equivalents
    
    
    586
    
    
    
    526Diluted weighted average common shares
outstanding
    
    
    10,337
    
    
    
    10,166
 7




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##### Table of Contents



11. Stock-Based Compensation
  12. Segment Reporting
 Disclosures about
Segments of an Enterprise and Related Information.
    As of April 30, 2008
    
    
    As of January 31, 2008Fixed assets,
    
    
    Intangible
    
    
    
    
    
    
    Fixed assets,

    
    
    Intangiblenet
    
    
    assets, net
    
    
    Goodwill
    
    
    net
    
    
    assets, net
    
    
    GoodwillEquipment Leasing
    
    $
    54,643
    
    
    $
    
    
    
    $
    
    
    
    $
    52,560
    
    
    $
    
    
    
    $
    Seamap
    
    
    1,197
    
    
    
    3,533
    
    
    
    4,358
    
    
    
    1,209
    
    
    
    3,692
    
    
    
    4,358Eliminations
    
    
    (551
    )
    
    
    
    
    
    
    
    
    
    
    (590
    )
    
    
    
    
    
    
    Consolidated
    
    $
    55,289
    
    
    $
    3,533
    
    
    $
    4,358
    
    
    $
    53,179
    
    
    $
    3,692
    
    
    $
    4,358
  Revenues
    
    
    Operating income
    
    
    Income before taxes2008
    
    
    2007
    
    
    2008
    
    
    2007
    
    
    2008
    
    
    2007Equipment Leasing
    
    $
    13,252
    
    
    $
    12,956
    
    
    $
    5,137
    
    
    $
    5,245
    
    
    $
    5,322
    
    
    $
    5,394Seamap
    
    
    5,305
    
    
    
    10,364
    
    
    
    1,194
    
    
    
    649
    
    
    
    1,164
    
    
    
    580Eliminations
    
    
    (23
    )
    
    
    (306
    )
    
    
    27
    
    
    
    (165
    )
    
    
    27
    
    
    
    (165
    )Consolidated
    
    $
    18,534
    
    
    $
    23,014
    
    
    $
    6,358
    
    
    $
    5,729
    
    
    $
    6,513
    
    
    $
    5,809
  8




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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.
  
    
    decline in the demand for seismic data and our services;
    
    loss of significant customers;
    
    defaults by customers on amounts due us;
    
    risks associated with our manufacturing operations;
    
    foreign currency exchange risk.
   Overview
   9




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For the Three Months EndedApril 30,2008
    
    
    2007(in thousands)Revenues:Equipment Leasing
    
    $
    13,252
    
    
    $
    12,956Seamap
    
    
    5,305
    
    
    
    10,364Inter-segment sales
    
    
    (23
    )
    
    
    (306
    )Total revenues
    
    
    18,534
    
    
    
    23,014Cost of sales:Equipment Leasing
    
    
    4,488
    
    
    
    4,845Seamap
    
    
    2,469
    
    
    
    8,235Inter-segment costs
    
    
    (51
    )
    
    
    (170
    )Total cost of sales
    
    
    6,906
    
    
    
    12,910Gross profit
    
    
    11,628
    
    
    
    10,104Operating expenses:General and administrative
    
    
    4,875
    
    
    
    4,020Depreciation and amortization
    
    
    395
    
    
    
    355Total operating expenses
    
    
    5,270
    
    
    
    4,375Operating income
    
    $
    6,358
    
    
    $
    5,729EBITDA(1)
    
    $
    10,439
    
    
    $
    8,490Adjusted EBITDA(1)
    
    $
    11,075
    
    
    $
    9,046Reconciliation of Net Income to EBITDA and Adjusted EBITDANet income
    
    $
    4,278
    
    
    $
    3,940Interest income, net
    
    
    (150
    )
    
    
    (78
    )Depreciation and amortization
    
    
    4,076
    
    
    
    2,759Provision for income taxes
    
    
    2,235
    
    
    
    1,869EBITDA (1)
    
    
    10,439
    
    
    
    8,490Stock-based compensation
    
    
    636
    
    
    
    556Adjusted EBITDA (1)
    
    $
    11,075
    
    
    $
    9,046
 
 (1)
    
    EBITDA is defined as earnings (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.  10




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11




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Results of Operations
  Revenues and Cost of Sales
 Equipment Leasing
  Three Months EndedApril 30,2008
    
    
    2007(in thousands)Revenue:Equipment leasing
    
    $
    12,373
    
    
    $
    10,081Lease pool equipment sales
    
    
    561
    
    
    
    717New seismic equipment sales
    
    
    129
    
    
    
    1,780SAP equipment sales
    
    
    189
    
    
    
    37813,252
    
    
    
    12,956Cost of sales:Lease pool depreciation
    
    
    3,680
    
    
    
    2,433Direct costs-equipment leasing
    
    
    442
    
    
    
    419Cost of lease pool equipment sales
    
    
    123
    
    
    
    278Cost of new seismic equipment sales
    
    
    88
    
    
    
    1,515Cost of SAP equipment sales
    
    
    155
    
    
    
    2004,488
    
    
    
    4,845Gross profit
    
    $
    8,764
    
    
    $
    8,111Gross profit %
    
    
    66
    %
    
    
    63
    %
   12




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##### Table of Contents



Seamap
  Three months ended April 30,2008
    
    
    2007(in thousands)Equipment sales
    
    $
    5,305
    
    
    $
    10,364Cost of equipment sales
    
    
    2,469
    
    
    
    8,235Gross profit
    
    $
    2,836
    
    
    $
    2,129Gross profit %
    
    
    53
    %
    
    
    21
    %
  13




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Operating Expenses
  Interest and Other Income, net
  Provision for Income Taxes
  Liquidity and Capital Resources
    14




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Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Market Risk
  Foreign Currency Risk
  15




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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
  16




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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    (a)
    
    (b)
    
    (c)
    
    (d)Total number of
    
    Maximumshares
    
    number ofpurchased as
    
    shares that mayTotal
    
    Average
    
    part of publicly
    
    yet benumber of
    
    price
    
    announced
    
    purchasedshares
    
    paid per
    
    plans or
    
    under the plansPeriod
    
    purchased
    
    share
    
    programs
    
    or programsFebruary 1  29, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    March 1  31, 2008
    
    
    177
    
    
    $
    17.82
    
    
    
    
    
    
    
    April 1  30, 2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    177
    
    
    $
    17.82
    
    
    
    
    
    
    
    
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  17




---



##### Table of Contents



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
    
    
    3.231.1
    
    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
 18




---



##### Table of Contents



SIGNATURES
  MITCHAM INDUSTRIES, INC.Date: June 3, 2008
    /s/ Robert P. CappsRobert P. CappsExecutive Vice President-Finance and Chief Financial Officer
(Duly Authorized Officer and Chief Accounting Officer) 19




---



##### 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
    
    
    3.231.1
    
    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
 20