##### 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, 2009
 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
  o o
  Large accelerated filer
o
    
    Accelerated filer þ
    
    Non-accelerated filer  o
(Do not check if a smaller reporting company)
    
    Smaller reporting company 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, 2009 and January 31, 2009
    
    
    1Condensed Consolidated Statements of Operations for the Three Months Ended April 30, 2009 and 2008
    
    
    2Condensed Consolidated Statements of Cash Flows for the Three Months Ended April 30, 2009 and 2008
    
    
    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
    
    
    16Item 4. Controls and Procedures
    
    
    16PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    16Item 1A. Risk Factors
    
    
    17Item 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
    
    
    17Signatures
    
    
    18EX-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)
 April 30, 2009
    
    
    January 31, 2009(unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    4,756
    
    
    $
    5,063Restricted cash
    
    
    1,112
    
    
    
    969Accounts receivable, net
    
    
    12,730
    
    
    
    12,415Current portion of contracts receivable
    
    
    562
    
    
    
    836Inventories, net
    
    
    6,057
    
    
    
    3,772Costs incurred and estimated profit in excess of billings on uncompleted contract
    
    
    1,001
    
    
    
    1,787Income taxes receivable
    
    
    
    
    
    
    1,000Deferred tax asset
    
    
    1,339
    
    
    
    1,682Prepaid expenses and other current assets
    
    
    1,051
    
    
    
    1,535Total current assets
    
    
    28,608
    
    
    
    29,059Seismic equipment lease pool and property and equipment, net
    
    
    61,165
    
    
    
    64,251Intangible assets, net
    
    
    2,719
    
    
    
    2,744Goodwill
    
    
    4,320
    
    
    
    4,320Deferred tax asset
    
    
    671
    
    
    
    Long-term portion of contracts receivable
    
    
    3,806
    
    
    
    3,806Other assets
    
    
    50
    
    
    
    47Total assets
    
    $
    101,339
    
    
    $
    104,227LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    8,197
    
    
    $
    13,561Income taxes payable
    
    
    455
    
    
    
    Deferred revenue
    
    
    553
    
    
    
    424Accrued expenses and other current liabilities
    
    
    3,281
    
    
    
    3,877Total current liabilities
    
    
    12,486
    
    
    
    17,862Non-current income taxes payable
    
    
    3,448
    
    
    
    3,260Deferred tax liability
    
    
    
    
    
    
    32Long-term debt
    
    
    6,450
    
    
    
    5,950Total liabilities
    
    
    22,384
    
    
    
    27,104Shareholders 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; 10,725 shares issued at
April 30, 2009 and January 31, 2009
    
    
    107
    
    
    
    107Additional paid-in capital
    
    
    74,819
    
    
    
    74,396Treasury stock, at cost (923 and 922 shares at April 30, 2009 and January 31, 2009, respectively)
    
    
    (4,832
    )
    
    
    (4,826
    )Retained earnings
    
    
    9,647
    
    
    
    9,727Accumulated other comprehensive loss
    
    
    (786
    )
    
    
    (2,281
    )Total shareholders equity
    
    
    78,955
    
    
    
    77,123Total liabilities and shareholders equity
    
    $
    101,339
    
    
    $
    104,227
 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 MonthsEndedApril 30,2009
    
    
    2008Revenues:Equipment leasing
    
    $
    6,326
    
    
    $
    12,373Lease pool equipment sales
    
    
    69
    
    
    
    561Seamap equipment sales
    
    
    2,598
    
    
    
    5,282Other equipment sales
    
    
    1,612
    
    
    
    318Total revenues
    
    
    10,605
    
    
    
    18,534Cost of sales:Direct costs  equipment leasing
    
    
    528
    
    
    
    442Direct costs  lease pool depreciation
    
    
    4,101
    
    
    
    3,640Cost of lease pool equipment sales
    
    
    10
    
    
    
    125Cost of Seamap and other equipment sales
    
    
    2,194
    
    
    
    2,699Total cost of sales
    
    
    6,833
    
    
    
    6,906Gross profit
    
    
    3,772
    
    
    
    11,628Operating expenses:General and administrative
    
    
    3,502
    
    
    
    4,875Depreciation and amortization
    
    
    254
    
    
    
    395Total operating expenses
    
    
    3,756
    
    
    
    5,270Operating income
    
    
    16
    
    
    
    6,358Other income (expenses):Interest, net
    
    
    (89
    )
    
    
    150Other, net
    
    
    119
    
    
    
    5Total other income
    
    
    30
    
    
    
    155Income before income taxes
    
    
    46
    
    
    
    6,513Provision for income taxes
    
    
    (126
    )
    
    
    (2,235
    )Net (loss) income
    
    $
    (80
    )
    
    $
    4,278Net (loss) income per common share:Basic
    
    $
    (0.01
    )
    
    $
    0.44Diluted
    
    $
    (0.01
    )
    
    $
    0.41Shares used in computing net (loss)
income per common share:Basic
    
    
    9,784
    
    
    
    9,751Diluted
    
    
    9,784
    
    
    
    10,337
 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 30,2009
    
    
    2008Cash flows from operating activities:Net (loss) income
    
    $
    (80
    )
    
    $
    4,278Adjustments to reconcile net (loss) income to net cash provided by
operating activities:Depreciation and amortization
    
    
    4,385
    
    
    
    4,076Stock-based compensation
    
    
    416
    
    
    
    636Provision for doubtful accounts
    
    
    
    
    
    
    116Provision for inventory obsolescence
    
    
    (81
    )
    
    
    6Gross profit from sale of lease pool equipment
    
    
    (59
    )
    
    
    (438
    )Excess tax benefit from exercise of non-qualified stock options
    
    
    (7
    )
    
    
    (53
    )Deferred tax (benefit) provision
    
    
    (176
    )
    
    
    548Changes in non-current income taxes payable
    
    
    188
    
    
    
    205Changes in working capital items:Accounts receivable
    
    
    555
    
    
    
    (2,814
    )Contracts receivable
    
    
    
    
    
    
    424Inventories
    
    
    (2,029
    )
    
    
    825Prepaid expenses and other current assets
    
    
    261
    
    
    
    431Income taxes receivable and payable
    
    
    1,402
    
    
    
    30Costs incurred and estimated profit in excess of billings on
uncompleted contract
    
    
    1,066
    
    
    
    Accounts payable, accrued expenses, other current liabilities
and deferred revenue
    
    
    (239
    )
    
    
    (7,310
    )Net cash provided by operating activities
    
    
    5,602
    
    
    
    960Cash flows from investing activities:Purchases of seismic equipment held for lease
    
    
    (6,485
    )
    
    
    (11,338
    )Purchases of property and equipment
    
    
    (95
    )
    
    
    (269
    )Sale of used lease pool equipment
    
    
    69
    
    
    
    561Net cash used in investing activities
    
    
    (6,511
    )
    
    
    (11,046
    )Cash flows from financing activities:Net proceeds from line of credit
    
    
    500
    
    
    
    4,000Payments on borrowings
    
    
    
    
    
    
    (637
    )Proceeds from issuance of common stock upon exercise of stock
options, net of stock surrendered to pay taxes
    
    
    (6
    )
    
    
    49Excess tax benefit from exercise of non-qualified stock options
    
    
    7
    
    
    
    53Net cash provided by financing activities
    
    
    501
    
    
    
    3,465Effect of changes in foreign exchange rates on cash and cash equivalents
    
    
    101
    
    
    
    (330
    )Net decrease in cash and cash equivalents
    
    
    (307
    )
    
    
    (6,951
    )Cash and cash equivalents, beginning of period
    
    
    5,063
    
    
    
    13,884Cash and cash equivalents, end of period
    
    $
    4,756
    
    
    $
    6,933Supplemental cash flow information:Interest paid
    
    $
    119
    
    
    $
    62Income taxes paid
    
    $
    219
    
    
    $
    1,401Purchases of seismic equipment held for lease in accounts payable
at end of period
    
    $
    181
    
    
    $
    2,789
 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. Restricted Cash
  4. Balance Sheet
 April 30,
    
    
    January 31,2009
    
    
    2009Accounts receivable:Accounts receivable
    
    $
    14,974
    
    
    $
    14,715Allowance for doubtful accounts
    
    
    (2,244
    )
    
    
    (2,300
    )Total accounts receivable, net
    
    $
    12,730
    
    
    $
    12,415Contracts receivable:Contracts receivable
    
    $
    4,368
    
    
    $
    4,642Less current portion of contracts receivable
    
    
    (562
    )
    
    
    (836
    )Long-term portion of contracts receivable
    
    $
    3,806
    
    
    $
    3,806
  4




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##### Table of Contents



Inventories:Raw materials
    
    $
    3,109
    
    
    $
    2,309Finished goods
    
    
    1,593
    
    
    
    1,593Work in progress
    
    
    2,270
    
    
    
    8346,972
    
    
    
    4,736Less allowance for obsolescence
    
    
    (915
    )
    
    
    (964
    )Total inventories, net
    
    $
    6,057
    
    
    $
    3,772
 Seismic equipment lease pool and property and
equipment:Seismic equipment lease pool
    
    $
    130,668
    
    
    $
    127,067Land and buildings
    
    
    366
    
    
    
    366Furniture and fixtures
    
    
    5,591
    
    
    
    5,380Autos and trucks
    
    
    487
    
    
    
    469137,112
    
    
    
    133,282Accumulated depreciation and amortization
    
    
    (75,947
    )
    
    
    (69,031
    )Total seismic equipment lease pool and
property and equipment, net
    
    $
    61,165
    
    
    $
    64,251
 5. Goodwill and Other Intangible Assets
 Weighted
    
    
    April 30, 2009
    
    
    January 31, 2009Average
    
    
    Gross
    
    
    
    
    
    
    Net
    
    
    Gross
    
    
    
    
    
    
    NetLife at
    
    
    Carrying
    
    
    Accumulated
    
    
    Carrying
    
    
    Carrying
    
    
    Accumulated
    
    
    Carrying4/30/09
    
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    Amount
    
    
    Amortization
    
    
    AmountGoodwill
    
    
    
    
    
    $
    4,320
    
    
    
    
    
    
    
    
    
    
    $
    4,320Proprietary rights
    
    
    11.2
    
    
    $
    3,352
    
    
    $
    (633
    )
    
    $
    2,719
    
    
    $
    3,313
    
    
    $
    (569
    )
    
    $
    2,744Covenants
not-to-compete
    
    
    
    
    
    
    1,000
    
    
    
    (1,000
    )
    
    
    
    
    
    
    1,000
    
    
    
    (1,000
    )
    
    
    Amortizable intangible assets
    
    
    
    
    
    $
    4,352
    
    
    $
    (1,633
    )
    
    $
    2,719
    
    
    $
    4,313
    
    
    $
    (1,569
    )
    
    $
    2,744
   For fiscal years ending January 31:2010
    
    $
    1812011
    
    
    2442012
    
    
    2442013
    
    
    2442014 and thereafter
    
    
    1,806Total
    
    $
    2,719
 5




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6. Long-Term Debt and Notes Payable
  7. Comprehensive Income
  Three Months EndedApril 30,2009
    
    
    2008Net (loss) income
    
    $
    (80
    )
    
    $
    4,278Gain from foreign currency translation
adjustment
    
    
    1,495
    
    
    
    301Comprehensive income
    
    $
    1,415
    
    
    $
    4,579
  8. Income Taxes
 Accounting for Income
Taxes Accounting for Uncertainty in Income Taxes  an
interpretation of FASB Statement No. 109, Accounting for Income Taxes
  6




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9. Earnings per Share
  Three Months EndedApril 30,2009
    
    2008Basic weighted average common shares outstanding
    
    
    9,784

    
    
    9,751Stock options
    
    
    85

    
    
    570Unvested restricted stock
    
    
    11

    
    
    16Phantom stock
    
    
    12

    
    
    Total weighted average common share equivalents
    
    
    108

    
    
    586Diluted weighted average common shares outstanding
    
    
    9,892

    
    
    10,337
  10. Stock-Based Compensation
  7




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11. Segment Reporting
 Disclosures about Segments
of an Enterprise and Related Information.
    As of April 30,
    
    
    As of January 31,2009
    
    
    2009Total assets
    
    
    Total assetsEquipment Leasing
    
    $
    85,099
    
    
    $
    89,240Seamap
    
    
    16,737
    
    
    
    15,529Eliminations
    
    
    (497
    )
    
    
    (542
    )Consolidated
    
    $
    101,339
    
    
    $
    104,227
  Revenues
    
    
    Operating income (loss)
    
    
    Income before taxes2009
    
    
    2008
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Equipment Leasing
    
    $
    8,007
    
    
    $
    13,252
    
    
    $
    (408
    )
    
    $
    5,137
    
    
    $
    (358
    )
    
    $
    5,322Seamap
    
    
    2,683
    
    
    
    5,305
    
    
    
    371
    
    
    
    1,194
    
    
    
    351
    
    
    
    1,164Eliminations
    
    
    (85
    )
    
    
    (23
    )
    
    
    53
    
    
    
    27
    
    
    
    53
    
    
    
    27Consolidated
    
    $
    10,605
    
    
    $
    18,534
    
    
    $
    16
    
    
    $
    6,358
    
    
    $
    46
    
    
    $
    6,513
  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;
    
    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;
    
    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 on recent declines 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;
    
    defaults by customers on amounts due us;
    
    possible impairment of our long-lived assets;
    
    risks associated with our manufacturing operations and
    
    foreign currency exchange risk
  Overview
  9




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For the Three Months EndedApril 30,2009
    
    
    2008(in thousands)Revenues:Equipment Leasing
    
    $
    8,007
    
    
    $
    13,252Seamap
    
    
    2,683
    
    
    
    5,305Inter-segment sales
    
    
    (85
    )
    
    
    (23
    )Total revenues
    
    
    10,605
    
    
    
    18,534Cost of sales:Equipment Leasing
    
    
    5,862
    
    
    
    4,488Seamap
    
    
    1,109
    
    
    
    2,469Inter-segment costs
    
    
    (138
    )
    
    
    (51
    )Total cost of sales
    
    
    6,833
    
    
    
    6,906Gross profit
    
    
    3,772
    
    
    
    11,628Operating expenses:General and administrative
    
    
    3,502
    
    
    
    4,875Depreciation and amortization
    
    
    254
    
    
    
    395Total operating expenses
    
    
    3,756
    
    
    
    5,270Operating income
    
    $
    16
    
    
    $
    6,358EBITDA(1)
    
    $
    4,520
    
    
    $
    10,439Adjusted EBITDA(1)
    
    $
    4,936
    
    
    $
    11,075Reconciliation of Net (Loss) Income to
EBITDA and Adjusted EBITDANet (loss) income
    
    $
    (80
    )
    
    $
    4,278Interest expense (income), net
    
    
    89
    
    
    
    (150
    )Depreciation and amortization
    
    
    4,385
    
    
    
    4,076Provision for income taxes
    
    
    126
    
    
    
    2,235EBITDA (1)
    
    
    4,520
    
    
    
    10,439Stock-based compensation
    
    
    416
    
    
    
    636Adjusted EBITDA (1)
    
    $
    4,936
    
    
    $
    11,075
 
 (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, amortization and impairment. 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 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. 10




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Business Outlook
     11




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Results of Operations
  Revenues and Cost of Sales
 Equipment Leasing
  Three Months EndedApril 30,2009
    
    
    2008($ in thousands)Revenue:Equipment leasing
    
    $
    6,327
    
    
    $
    12,373Lease pool equipment sales
    
    
    69
    
    
    
    561New seismic equipment sales
    
    
    9
    
    
    
    129SAP equipment sales
    
    
    1,602
    
    
    
    1898,007
    
    
    
    13,252Cost of sales:Lease pool depreciation
    
    
    4,101
    
    
    
    3,680Direct costs-equipment leasing
    
    
    528
    
    
    
    442Cost of lease pool equipment sales
    
    
    10
    
    
    
    123Cost of new seismic equipment sales
    
    
    5
    
    
    
    88Cost of SAP equipment sales
    
    
    1,218
    
    
    
    1555,862
    
    
    
    4,488Gross profit
    
    $
    2,145
    
    
    $
    8,764Gross profit %
    
    
    27
    %
    
    
    66
    %
  12




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Seamap
  Three Months Ended April 30,2009
    
    
    2008($ in thousands)Equipment sales
    
    $
    2,683
    
    
    $
    5,305Cost of equipment sales
    
    
    1,109
    
    
    
    2,469Gross profit
    
    $
    1,574
    
    
    $
    2,836Gross profit %
    
    
    59
    %
    
    
    53
    %
  13




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Operating Expenses
  Interest and Other Income, net
  Provision for Income Taxes
 Accounting for Uncertainty in Income Taxes  an
Interpretation of FASB Statement No. 109, Accounting for Income Taxes
 Liquidity and Capital Resources
    14




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Actual as of April 30,Description of Financial
    
    
    
    2009 or for periodCovenant
    
    Required Amount
    
    then endedRatio of debt to shareholders equity
    
    Not more than 0.7:1.0
    
    0.08:1.0Ratio of current assets to current liabilities
    
    Not less than 1.25:1.0
    
    2.29:1.0Quarterly EBITDA
    
    Not less than $2.0 million
    
    $4.5 million
    15




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##### Table of Contents



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
  
 PART II
 
 Item 1. Legal Proceedings
  16




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##### Table of Contents



Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 (a)
    
    Not applicable.(b)
    
    Not applicable.(c)
    
    Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
  (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 programs(1)February 1-28, 2009
    

    

    

    

    

    

    

    March 1-31, 2009
    

    

    

    

    

    

    

    April 1-30, 2009
    

    217

    (2)

    $          3.81

    

    

    

    Total
    

    217

    

    $          3.81

    

    

    

    
 
 (1)
    
    In connection with the lapsing of restrictions on restricted shares granted by
our Company under our 2006 Stock Incentive Plan (the Plan), we adopted a policy that
enables employees the ability to surrender shares to cover the associated tax
liability. We are unable to determine at this time the total amount of securities or
the approximate dollar value of those securities that could potentially be surrendered
to us pursuant to the Plan.(2)
    
    These shares represent shares surrendered to us by a participant in the Plan to
settle the personal tax liability that resulted from the lapsing of restrictions on the
award. 
 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
  17




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##### Table of Contents



SIGNATURES
  MITCHAM INDUSTRIES, INC.Date:  June 3, 2009
    /s/ Robert P. CappsRobert P. CappsExecutive Vice President-Finance and Chief Financial Officer
(Duly Authorized Officer and Chief Accounting Officer) 18




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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
    
    
    3.231.1
    
    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