##### 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, 2010
 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. Employer Identification No.)incorporation or organization)
 8141 SH 75 South
P.O. Box 1175
Huntsville, Texas 77342
 (936) 291-2277
  þ o
  o o
  Large accelerated filer o
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller Reporting Company þ  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, 2010 and January 31, 2010
    
    
    1Condensed Consolidated Statements of Operations for the Three Months Ended April 30, 2010 and 2009
    
    
    2Condensed Consolidated Statements of Cash Flows for the Three Months Ended April 30, 2010 and 2009
    
    
    3Notes to Condensed Consolidated Financial Statements
    
    
    4Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    19Item 4.
    
    Controls and Procedures
    
    
    19PART II. OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    20Item 1A.
    
    Risk Factors
    
    
    20Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    20Item 3.
    
    Defaults Upon Senior Securities
    
    
    20Item 4.
    
    (Removed and Reserved)
    
    
    20Item 5.
    
    Other Information
    
    
    20Item 6.
    
    Exhibits
    
    
    20Signatures
    
    
    21EX-31.1EX-31.2EX-32.1
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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)
(unaudited)
 April 30, 2010
    
    
    January 31, 2010ASSETSCurrent assets:Cash and cash equivalents
    
    $
    12,432
    
    
    $
    6,130Restricted cash
    
    
    683
    
    
    
    605Accounts receivable, net
    
    
    16,062
    
    
    
    15,444Current portion of contracts receivable
    
    
    1,397
    
    
    
    2,073Inventories, net
    
    
    4,618
    
    
    
    5,199Cost and estimated profit in excess of billings on uncompleted contract
    
    
    442
    
    
    
    398Income taxes receivable
    
    
    1,363
    
    
    
    1,438Deferred tax asset
    
    
    1,721
    
    
    
    1,400Prepaid expenses and other current assets
    
    
    2,007
    
    
    
    1,986Total current assets
    
    
    40,725
    
    
    
    34,673Seismic equipment lease pool and property and equipment, net
    
    
    69,147
    
    
    
    66,482Intangible assets, net
    
    
    5,767
    
    
    
    2,678Goodwill
    
    
    4,320
    
    
    
    4,320Prepaid foreign income tax
    
    
    2,898
    
    
    
    2,574Deferred tax asset
    
    
    
    
    
    
    88Long-term portion of contracts receivable
    
    
    4,309
    
    
    
    4,533Other assets
    
    
    140
    
    
    
    49Total assets
    
    $
    127,306
    
    
    $
    115,397LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    5,541
    
    
    $
    6,489Current maturities  long-term debt
    
    
    741
    
    
    
    93Foreign income taxes payable
    
    
    2,228
    
    
    
    1,345Deferred revenue
    
    
    859
    
    
    
    854Accrued expenses and other current liabilities
    
    
    4,512
    
    
    
    2,668Total current liabilities
    
    
    13,881
    
    
    
    11,449Non-current income taxes payable
    
    
    3,486
    
    
    
    3,258Deferred tax liability
    
    
    844
    
    
    
    Long-term debt, net of current maturities
    
    
    19,591
    
    
    
    15,735Total liabilities
    
    
    37,802
    
    
    
    30,442Shareholders equity:Preferred stock, $1.00 par value; 1,000 shares authorized; none issued and outstanding
    
    
    
    
    
    
    Common stock, $0.01 par value; 20,000 shares authorized; 10,737 shares issued at
April 30, 2010 and January 31, 2010
    
    
    107
    
    
    
    107Additional paid-in capital
    
    
    76,019
    
    
    
    75,746Treasury stock, at cost (925 shares at April 30, 2010 and January 31, 2010)
    
    
    (4,843
    )
    
    
    (4,843
    )Retained earnings
    
    
    12,641
    
    
    
    10,247Accumulated other comprehensive income
    
    
    5,580
    
    
    
    3,698Total shareholders equity
    
    
    89,504
    
    
    
    84,955Total liabilities and shareholders equity
    
    $
    127,306
    
    
    $
    115,397
 The accompanying notes are an integral part of these condensed consolidated financial statements.
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MITCHAM INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
 For the Three MonthsEnded April 30,2010
    
    
    2009Revenues:Equipment leasing
    
    $
    9,566
    
    
    $
    6,326Lease pool equipment sales
    
    
    363
    
    
    
    69Seamap equipment sales
    
    
    5,781
    
    
    
    2,598Other equipment sales
    
    
    790
    
    
    
    1,612Total revenues
    
    
    16,500
    
    
    
    10,605Cost of sales:Direct costs  equipment leasing
    
    
    744
    
    
    
    528Direct costs  lease pool depreciation
    
    
    4,912
    
    
    
    4,101Cost of lease pool equipment sales
    
    
    149
    
    
    
    10Cost of Seamap and other equipment sales
    
    
    3,752
    
    
    
    2,194Total cost of sales
    
    
    9,557
    
    
    
    6,833Gross profit
    
    
    6,943
    
    
    
    3,772Operating expenses:General and administrative
    
    
    4,187
    
    
    
    3,502Depreciation and amortization
    
    
    279
    
    
    
    254Total operating expenses
    
    
    4,466
    
    
    
    3,756Operating income
    
    
    2,477
    
    
    
    16Other income (expenses):Gain from bargain purchase in business combination
    
    
    1,304
    
    
    
    Interest, net
    
    
    (94
    )
    
    
    (89
    )Other, net
    
    
    (502
    )
    
    
    119Total other income
    
    
    708
    
    
    
    30Income before income taxes
    
    
    3,185
    
    
    
    46Provision for income taxes
    
    
    (791
    )
    
    
    (126
    )Net income (loss)
    
    $
    2,394
    
    
    $
    (80
    )Net income (loss) per common share:Basic
    
    $
    0.24
    
    
    $
    (0.01
    )Diluted
    
    $
    0.24
    
    
    $
    (0.01
    )Shares used in computing net income (loss) per common share:Basic
    
    
    9,808
    
    
    
    9,784Diluted
    
    
    10,082
    
    
    
    9,784
 The accompanying notes are an integral part of these condensed consolidated financial statements.
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MITCHAM INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 For the Three Months EndedApril 30,2010
    
    
    2009Cash flows from operating activities:Net income (loss)
    
    $
    2,394
    
    
    $
    (80
    )Adjustments to reconcile net income (loss) to net cash provided by operating activities:Depreciation and amortization
    
    
    5,291
    
    
    
    4,385Stock-based compensation
    
    
    273
    
    
    
    416Gain from bargain purchase in business combination
    
    
    (1,304
    )
    
    
    Provision for inventory obsolescence
    
    
    52
    
    
    
    (81
    )Gross profit from sale of lease pool equipment
    
    
    (214
    )
    
    
    (59
    )Excess tax benefit from exercise of non-qualified stock options
    
    
    
    
    
    
    (7
    )Deferred tax provision (benefit)
    
    
    1,037
    
    
    
    (176
    )Changes in non-current income taxes payable
    
    
    (189
    )
    
    
    188Changes in working capital items, net of effects from business combination:Accounts receivable
    
    
    190
    
    
    
    555Contracts receivable
    
    
    909
    
    
    
    Inventories
    
    
    766
    
    
    
    (2,029
    )Prepaid expenses and other current assets
    
    
    (63
    )
    
    
    261Income taxes receivable and payable
    
    
    (282
    )
    
    
    1,402Costs incurred and estimated profit in excess of billings on uncompleted contract
    
    
    (17
    )
    
    
    1,066Accounts payable, accrued expenses, other current liabilities and deferred revenue
    
    
    946
    
    
    
    (239
    )Net cash provided by operating activities
    
    
    9,789
    
    
    
    5,602Cash flows from investing activities:Purchases of seismic equipment held for lease
    
    
    (4,651
    )
    
    
    (6,485
    )Purchases of property and equipment
    
    
    (28
    )
    
    
    (95
    )Sale of used lease pool equipment
    
    
    363
    
    
    
    69Acquisition of AES, net of cash acquired
    
    
    (2,100
    )
    
    
    Net cash used in investing activities
    
    
    (6,416
    )
    
    
    (6,511
    )Cash flows from financing activities:Net proceeds from line of credit
    
    
    3,200
    
    
    
    500Payments on borrowings
    
    
    (101
    )
    
    
    Purchases of short-term investments
    
    
    (47
    )
    
    
    Proceeds from issuance of common stock upon exercise of stock options, net of stock
surrendered to pay taxes
    
    
    
    
    
    
    (6
    )Excess tax benefit from exercise of non-qualified stock options
    
    
    
    
    
    
    7Net cash provided by financing activities
    
    
    3,052
    
    
    
    501Effect of changes in foreign exchange rates on cash and cash equivalents
    
    
    (123
    )
    
    
    101Net change in cash and cash equivalents
    
    
    6,302
    
    
    
    (307
    )Cash and cash equivalents, beginning of period
    
    
    6,130
    
    
    
    5,063Cash and cash equivalents, end of period
    
    $
    12,432
    
    
    $
    4,756Supplemental cash flow information:Interest paid
    
    $
    160
    
    
    $
    119Income taxes paid
    
    $
    459
    
    
    $
    219Purchases of seismic equipment held for lease in accounts payable at end of period
    
    $
    3,864
    
    
    $
    181
 The accompanying notes are an integral part of these condensed consolidated financial statements.
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MITCHAM INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
 1. Basis of Presentation
  2. Organization
  3. New Accounting Pronouncements
 Accounting Standards Updates
 Business Combinations
 Subsequent
Events
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4. Acquisition
   Working capital
    
    $
    327Seismic equipment lease pool
    
    
    2,990Deferred taxes
    
    
    (1,086
    )Intangible assets
    
    
    3,154
  Pro Forma Results of Operations
  Three Months Ended April 30,(In thousands except per share amounts)
    
    2010
    
    2009Revenues
    
    $
    16,661
    
    
    $
    11,033Net income (loss)
    
    $
    2,301
    
    
    $
    (116
    )Earnings per share:Basic
    
    $
    0.23
    
    
    $
    (0.01
    )Diluted
    
    $
    0.23
    
    
    $
    (0.01
    )
 5




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5. Restricted Cash
  6. Balance Sheet
 April 30,
    
    
    January 31,2010
    
    
    2010(in thousands)Accounts receivable:Accounts receivable
    
    $
    18,263
    
    
    $
    17,864Allowance for doubtful accounts
    
    
    (2,201
    )
    
    
    (2,420
    )Total accounts receivable, net
    
    $
    16,062
    
    
    $
    15,444Contracts receivable:Contracts receivable
    
    $
    5,706
    
    
    $
    6,606Less current portion of contracts receivable
    
    
    (1,397
    )
    
    
    (2,073
    )Long-term portion of contracts receivable
    
    $
    4,309
    
    
    $
    4,533
  April 30,
    
    
    January 31,2010
    
    
    2010(in thousands)Inventories:Raw materials
    
    $
    2,181
    
    
    $
    2,695Finished goods
    
    
    1,948
    
    
    
    2,171Work in progress
    
    
    1,148
    
    
    
    1,0165,277
    
    
    
    5,882Less allowance for obsolescence
    
    
    (659
    )
    
    
    (683
    )Total inventories, net
    
    $
    4,618
    
    
    $
    5,199
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April 30,
    
    
    January 31,2010
    
    
    2010(in thousands)Seismic equipment lease pool and property and
equipment:Seismic equipment lease pool
    
    $
    160,677
    
    
    $
    151,921Land and buildings
    
    
    366
    
    
    
    366Furniture and fixtures
    
    
    6,390
    
    
    
    6,305Autos and trucks
    
    
    535
    
    
    
    526167,968
    
    
    
    159,118Accumulated depreciation and amortization
    
    
    (98,821
    )
    
    
    (92,636
    )Total seismic equipment lease pool and
property and equipment, net
    
    $
    69,147
    
    
    $
    66,482
 7. Goodwill and Other Intangible Assets
 Weighted
    
    
    April 30, 2010
    
    
    January 31, 2010Average
    
    
    Gross
    
    
    
    
    
    
    Net
    
    
    Gross
    
    
    
    
    
    
    NetLife at
    
    
    Carrying
    
    
    Accumulated
    
    
    Carrying
    
    
    Carrying
    
    
    Accumulated
    
    
    Carrying4/30/10
    
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    Amount
    
    
    Amortization
    
    
    Amount(in thousands)
    
    
    
    
    
    
    
    
    (in thousands)Goodwill
    
    
    
    
    
    $
    4,320
    
    
    
    
    
    
    
    
    
    
    $
    4,320Proprietary rights
    
    
    10.2
    
    
    $
    3,443
    
    
    $
    (893
    )
    
    $
    2,550
    
    
    $
    3,516
    
    
    $
    (838
    )
    
    $
    2,678Customer relationships
    
    
    7.8
    
    
    
    2,374
    
    
    
    (49
    )
    
    
    2,325
    
    
    
    
    
    
    
    
    
    
    
    Patents
    
    
    7.8
    
    
    
    716
    
    
    
    (15
    )
    
    
    701
    
    
    
    
    
    
    
    
    
    
    
    Trade name
    
    
    7.8
    
    
    
    195
    
    
    
    (4
    )
    
    
    191
    
    
    
    
    
    
    
    
    
    
    
    Amortizable intangible assets
    
    
    
    
    
    $
    6,728
    
    
    $
    (961
    )
    
    $
    5,767
    
    
    $
    3,516
    
    
    $
    (838
    )
    
    $
    2,678
   For fiscal years ending January 31 (in thousands):2011
    
    $
    4932012
    
    
    6582013
    
    
    6582014
    
    
    6582015
    
    
    6582016 and thereafter
    
    
    2,642Total
    
    $
    5,767
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8. Long-Term Debt and Notes Payable
  April 30,2010
    
    
    January 31,2010Revolving line of credit
    
    $
    18,550
    
    
    $
    15,350MCL notes
    
    
    1,482
    
    
    
    SAP equipment notes
    
    
    300
    
    
    
    47820,332
    
    
    
    15,828Less current portion
    
    
    (741
    )
    
    
    (93
    )Long-term debt
    
    $
    19,591
    
    
    $
    15,735
     9. Comprehensive Income
  Three Months EndedApril 30,2010
    
    
    2009(in thousands)Net income (loss)
    
    $
    2,394
    
    
    $
    (80
    )Gain from foreign currency
translation adjustment
    
    
    1,882
    
    
    
    1,495Comprehensive income
    
    $
    4,276
    
    
    $
    1,415
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10. Income Taxes
 Income Taxes
     11. Earnings (Loss) per Share
  Three MonthsEnded April 30,2010
    
    2009(in thousands)Basic weighted average common shares outstanding
    
    
    9,808
    
    
    
    9,784Stock options
    
    
    274
    
    
    
    85Unvested restricted stock
    
    
    
    
    
    
    11Phantom stock
    
    
    
    
    
    
    12Total weighted average common share equivalents
    
    
    274
    
    
    
    108Diluted weighted average common shares
outstanding
    
    
    10,082
    
    
    
    9,892
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12. Stock-Based Compensation
  13. Segment Reporting
    As of April 30,
    
    
    As of January 31,2010
    
    
    2010Total assets
    
    
    Total assets(in thousands)Equipment Leasing
    
    $
    107,559
    
    
    $
    95,671Seamap
    
    
    20,101
    
    
    
    20,118Eliminations
    
    
    (354
    )
    
    
    (392
    )Consolidated
    
    $
    127,306
    
    
    $
    115,397
  Revenues
    
    
    Operating income (loss)
    
    
    Income before taxes2010
    
    
    2009
    
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009(in thousands)
    
    
    (in thousands)
    
    
    (in thousands)Equipment Leasing
    
    $
    10,719
    
    
    $
    8,007
    
    
    $
    1,038
    
    
    $
    (408
    )
    
    $
    1,934
    
    
    $
    (358
    )Seamap
    
    
    5,830
    
    
    
    2,683
    
    
    
    1,399
    
    
    
    371
    
    
    
    1,147
    
    
    
    351Eliminations
    
    
    (49
    )
    
    
    (85
    )
    
    
    40
    
    
    
    53
    
    
    
    104
    
    
    
    53Consolidated
    
    
    16,500
    
    
    $
    10,605
    
    
    $
    2,477
    
    
    $
    16
    
    
    $
    3,185
    
    
    $
    46
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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;
    
    international and economic instability;
    
    planned capital expenditures;
    
    our business strategy and other plans for future operations;
    
    the future mix of revenues and business;
    
    our relationship with suppliers;
    
    our ability to retain customers;
    
    our liquidity and access to capital;
    
    the effect of seasonality on our 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;
    
    the effect of 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;
    
    seasonal fluctuations that can adversely affect our business;
    
    defaults by customers on amounts due us;
    
    possible impairment of our long-lived assets;
    
    inability to obtain funding or to obtain funding under acceptable terms;
    
    intellectual property claims by third parties;
    
    risks associated with our manufacturing operations; and
    
    risks associated with our foreign operations, including foreign currency exchange risk.
  11




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Overview
    For the Three Months EndedApril 31,2010
    
    
    2009(in thousands)Revenues:Equipment Leasing
    
    $
    10,719
    
    
    $
    8,007Seamap
    
    
    5,830
    
    
    
    2,683Inter-segment sales
    
    
    (49
    )
    
    
    (85
    )Total revenues
    
    
    16,500
    
    
    
    10,605Cost of sales:Equipment Leasing
    
    
    6,434
    
    
    
    5,862Seamap
    
    
    3,212
    
    
    
    1,109Inter-segment costs
    
    
    (89
    )
    
    
    (138
    )Total cost of sales
    
    
    9,557
    
    
    
    6,833Gross profit
    
    
    6,943
    
    
    
    3,772Operating expenses:General and administrative
    
    
    4,187
    
    
    
    3,502Depreciation and amortization
    
    
    279
    
    
    
    254Total operating expenses
    
    
    4,466
    
    
    
    3,756Operating income
    
    $
    2,477
    
    
    $
    16EBITDA(1)
    
    $
    7,266
    
    
    $
    4,520Adjusted EBITDA(1)
    
    $
    7,539
    
    
    $
    4,936Reconciliation of Net Income (Loss) to
EBITDA and Adjusted EBITDANet income (loss)
    
    $
    2,394
    
    
    $
    (80
    )Interest expense, net
    
    
    94
    
    
    
    89Depreciation and amortization
    
    
    5,291
    
    
    
    4,385Provision for income taxes
    
    
    791
    
    
    
    126Gain from bargain purchase
    
    
    (1,304
    )
    
    
    EBITDA (1)
    
    
    7,266
    
    
    
    4,520Stock-based compensation
    
    
    273
    
    
    
    416Adjusted EBITDA (1)
    
    $
    7,539
    
    
    $
    4,936
 
 (1)
    
    EBITDA is defined as net income (loss) before (a) interest income, net of
interest expense, (b) provision for (or benefit from) income taxes (c) depreciation,
amortization and impairment and (d) the gain from bargain purchase. 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 management utilizes this information for assessing our performance and
as indicators of our ability to make capital expenditures, service debt and finance 12




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working capital requirements. The covenants of our revolving credit agreement require us
to maintain a minimum level of EBITDA. Management believes that EBITDA and Adjusted
EBITDA are measurements that are commonly used by analysts and some investors in
evaluating the performance 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. We believe 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 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.    Business Outlook
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14




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Results of Operations
  Revenues and Cost of Sales
 Equipment Leasing
  Three Months EndedApril 30,2010
    
    
    2009($ in thousands)Revenue:Equipment leasing
    
    $
    9,566
    
    
    $
    6,326Lease pool equipment sales
    
    
    363
    
    
    
    69New seismic equipment sales
    
    
    61
    
    
    
    9SAP equipment sales
    
    
    729
    
    
    
    1,60310,719
    
    
    
    8,007Cost of sales:Lease pool depreciation
    
    
    4,952
    
    
    
    4,101Direct costs-equipment leasing
    
    
    744
    
    
    
    528Cost of lease pool equipment sales
    
    
    149
    
    
    
    10Cost of new seismic equipment sales
    
    
    11
    
    
    
    5Cost of SAP equipment sales
    
    
    578
    
    
    
    1,2186,434
    
    
    
    5,862Gross profit
    
    $
    4,285
    
    
    $
    2,145Gross profit %
    
    
    40
    %
    
    
    27
    %
    15




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Seamap
  Three Months EndedApril 30,2010
    
    
    2009($ in thousands)Equipment sales
    
    $
    5,830
    
    
    $
    2,683Cost of equipment sales
    
    
    3,212
    
    
    
    1,109Gross profit
    
    $
    2,618
    
    
    $
    1,574Gross profit %
    
    
    45
    %
    
    
    59
    %
   Operating Expenses
  16




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Other Income (Expense)
    Provision for Income Taxes
   Liquidity and Capital Resources
    17




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Actual as of April 30,Description of Financial
    
    
    
    2010 or for the periodCovenant
    
    Required Amount
    
    then endedRatio of debt toshareholders equity
    
    Not more than 0.7:1.0
    
    0.22:1.0Ratio of current assets tocurrent liabilities
    
    Not less than 1.25:1.0
    
    2.93:1.0Quarterly EBITDA
    
    Not less than $2.0million
    
    $7.3 million
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Market Risk
  Foreign Currency Risk
   
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
  19




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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. (Removed and Reserved)
  
 Item 5. Other Information
  
 Item 6. Exhibits
 Exhibits
  20




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SIGNATURES
  MITCHAM INDUSTRIES, INC.Date:  June 9, 2010
    /s/ Robert P. CappsRobert P. CappsExecutive Vice President-Finance and Chief Financial
Officer
(Duly Authorized Officer and Chief Accounting
Officer) 21




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EXHIBIT INDEX
  SEC File orExhibit Number
    
    Document Description
    
    Report or Registration Statement
    
    Registration Number
    
    Exhibit 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
    
    First Amendment to
Loan Agreement
dated March 24,
2010 by and between
Mitcham Industries,
Inc. and First
Victoria National
Bank
    
    Incorporated by reference to
Mitcham Industries, Inc.s
Current Report on Form 8-K,
filed with the SEC on March 26,
2010.
    
    000-25142
    
    
    10.131.1
    
    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