##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
 Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    January 31,
    2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number:
    000-25142
 Mitcham Industries,
    Inc.
 (Exact name of registrant as
    specified in its charter)
  Texas(State or other jurisdiction
    of
    incorporation or organization)

76-0210849(I.R.S. Employer
    Identification No.)8141 SH 75 South
    P.O. Box 1175
    Huntsville, Texas(Address of principal
    executive offices)

77342(Zip Code)  936-291-2277
 (Registrants telephone number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock  $0.01 par value per share

The NASDAQ Stock Market LLC   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
    Large
    accelerated filer o

Accelerated filer o

Non-accelerated filero
    (Do not check if a smaller reporting company)

Smaller reporting company þ   o þ
       Class

Outstanding at April 5, 2010Common Stock, $0.01 par value per share

9,812,294 shares   DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




---



##### 





MITCHAM
    INDUSTRIES, INC.
    ANNUAL REPORT ON
    FORM 10-K
    TABLE OF CONTENTS
   
 Cautionary Statement about Forward-looking
    Statements.


1PART IItem 1.


Business


2Item 1A.


Risk Factors


10Item 1B.


Unresolved Staff Comments


18Item 2.


Properties


18Item 3.


Legal Proceedings


18Item 4.


(Removed and Reserved)


18PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


19Item 6.


Selected Financial Data


21Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


21Item 7A.


Quantitative and Qualitative Disclosures about
    Market Risk


36Item 8.


Financial Statements and Supplementary Data


37Item 9.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


37Item 9A.


Controls and Procedures


37Item 9B.


Other Information


37PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


38Item 11.


Executive Compensation


38Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


38Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


38Item 14.


Principal Accounting Fees and Services


38PART IVItem 15.


Exhibits, Financial Statement Schedules


38Signatures


43EX-10.20EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   i




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##### Table of Contents



CAUTIONARY
    STATEMENT ABOUT FORWARD-LOOKING STATEMENTS  Form 10-K
  
    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 relationships with suppliers;
    our ability to retain customers;
    our liquidity and access to capital;
    the effects of seasonality on our business;
    future demand for our services; and
    general conditions in the energy industry and seismic service
    industry.  Form 10-K, Form 10-K




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##### Table of Contents



PART I  Item 1.
    Business      Form 10-K Form 10-K.
       2




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##### Table of Contents



Business
    Strategy
    
    Provide a technologically advanced seismic equipment lease
    pool.  We intend to maintain the size and
    diversity of our equipment lease pool. We believe that the
    availability of a large and diverse seismic equipment lease pool
    encourages seismic data acquisition contractors and oil field
    service providers to lease, rather than purchase, such
    equipment, due to the capital and operating efficiencies
    provided by short-term leases.
    Continue to expand international
    operations.  We intend to continue to expand our
    international leasing activities in new geographic areas,
    including the CIS, South America, Europe, the Middle East and
    North Africa. Growth within the CIS has been abated by the
    global economic and financial crisis; however, we believe this
    to be a temporary situation and that this area presents
    long-term growth opportunities. We believe there are significant
    opportunities to continue to expand our international leasing
    and sales activities. We believe that we can conduct business in
    wide-ranging geographic areas from our existing facilities. 3




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However, for legal, tax or operational reasons, we may decide in
    the future to establish facilities in additional locations. We
    generally expect to establish any such facilities through a
    green field approach, but we may consider making
    selective acquisitions from time to time.  
    Maintain alliances with major seismic equipment
    manufacturers.  Our relationships with leading
    seismic equipment manufacturers, particularly Sercel, allow us
    to expand our equipment lease pool through favorable pricing and
    delivery terms. We believe these relationships provide a
    competitive advantage.
    Pursue additional business development
    opportunities.  We regularly evaluate
    opportunities to expand our business activities within the oil
    service industry, particularly in the seismic sector. These
    opportunities could include the introduction of new products or
    services or the acquisition of existing businesses.  Seismic
    Technology and the Oil Service Industry
  3-D 3-D 2-D 3-D
        2-D 2-D 3-D 2-D 3-D 2-D 3-D
 4




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##### Table of Contents



2-D 3-D
  3-D 3-D
  3-D, (3D-3C), 3-D sub-surface, (4-D)
  3-D 2-D 3-D
  2-D, 3-D 4-D 2-D, 3-D 4-D 3-D 4-D 2-D
  Business
    and Operations
  Equipment Leasing.
     5




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Lease Pool Equipment Sales.
  Other Equipment Sales.
  
    Sales of new seismic equipment.  On occasion,
    we will sell new seismic equipment in response to a specific
    demand from a customer. These sales are made in cooperation with
    our suppliers of lease pool equipment.
    Sales of hydrographic and oceanographic
    equipment.  SAP sells equipment, consumables,
    systems integration, engineering hardware and software
    maintenance support services to the seismic, hydrographic, 6




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oceanographic, environmental and defense industries throughout
    Southeast Asia and Australia. SAP is a manufacturers
    representative for an array of equipment lines.  Seamap Equipment Sales.
  Key
    Supplier Agreements
  The
    Sercel Lease Agreement
        Other
    Agreements
  sub-bottom
    Customers,
    Sales, Backlog and Marketing
   7




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Years Ended January 31,2010


2009


2008United States

$
15,184


$
14,850


$
13,826UK / Europe


14,358



20,502



27,892Canada


3,608



6,498



6,820South America


4,545



3,313



4,153Asia/South Pacific


12,447



10,778



9,431Eurasia(1)


1,637



6,156



10,180Other(2)


3,393



4,715



4,119Total
    Non-United
    States


39,988



51,962



62,595Total

$
55,172


$
66,812


$
76,421     (1)
    
    Comprised of Eastern Europe, the Russian Federation and the CIS(2)
    
    Includes Africa and the Middle East    As of January 31,Location of Property and Equipment

2010


2009


2008United States

$
40,448


$
45,942


$
19,602Canada


7,056



13,857



27,108Australia


4,360



1,626



1,861Russia


3,906



1,920



3,399South America


10,052







Singapore


433



543



634United Kingdom


227



363



575Total
    Non-United
    States


26,034



18,309



33,577Total

$
66,482


$
64,251


$
53,179       Competition
   8




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Suppliers
    Employees
    Intellectual
    Property
      Item 1A-Risk
  Environmental
    Regulation
   9




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Website
    Access to Our Periodic SEC Reports
  http://www.mitchamindustries.com. Form 10-K, Form 10-Q Form 8-K, 1-800-SEC-0330. http://www.sec.gov
  Form 10-K Form 10-K.
  Item 1A.
    Risk
    Factors  Form 10-K.
  10-K.
  If the
    current, weak economic conditions continue for an extended
    period of time or commodity prices become depressed or decline,
    our results of operations could be adversely
    affected.
   10




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##### Table of Contents



Demand
    for seismic data is not assured.
    
    oil and gas prices and industry expectations of future price
    levels;
    the cost of exploring for, producing and delivering oil and gas;
    the availability of current geophysical data;
    the ability of oil and gas companies to generate funds or
    otherwise obtain capital for exploration operations;
    the granting of leases or exploration concessions and the
    expiration of such rights;
    domestic and foreign tax policies;
    merger and divestiture activity among oil and gas producers;
    the discovery rate of new oil and gas reserves; and
    local and international political and economic conditions.    Our
    revenues are subject to fluctuations that are beyond our
    control, which could materially adversely affect our results of
    operations in a given financial period.
    A
    limited number of customers account for a significant portion of
    our revenues, and the loss of one of these customers could harm
    our results of operations.
    The
    financial soundness of our customers could materially affect our
    business and operating results.
   11




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##### Table of Contents



and/or
    We
    derive significant revenues from foreign sales, which pose
    additional risks to our operations.
    We may
    not be able to obtain funding or obtain funding on acceptable
    terms because of the deterioration of the credit and capital
    markets, which may hinder or prevent us from meeting our future
    capital needs.
      Our
    operations and financial condition will be materially adversely
    affected if we are unable to continually obtain additional lease
    contracts.
   12




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Our
    failure to attract and retain key personnel could adversely
    affect our operations.
    Our
    long-lived assets may be subject to impairment due to the
    current financial crisis.
    Our
    seismic lease pool is subject to technological
    obsolescence.
    Seasonal
    conditions cause fluctuations in our operating
    results.
  period-to-period
  We
    face competition in our seismic equipment leasing
    activities.
    We
    rely on a small number of suppliers and disruption in vendor
    supplies could adversely affect our results of
    operations.
   13




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Equipment
    in our lease pool may be subject to the intellectual property
    claims of others that could adversely affect our ability to
    generate revenue from the lease of the equipment.
    
    result in the loss of our proprietary rights to use the
    technology;
    subject us to significant liabilities;
    require us to seek licenses from third parties; and
    prevent us from leasing or selling our products that incorporate
    the technology.    The
    operations of Seamap are subject to special risks that could
    have a material adverse effect on our operations.
    Risks Associated with Intellectual
    Property.
    
    result in the loss of our proprietary rights to use the
    technology;
    subject us to significant liabilities;
    require us to seek licenses from third parties;
    require us to redesign the products that use the
    technology; and 14




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
    prevent us from manufacturing or selling our products that
    incorporate the technology.    Risks Related to Product Performance.
  
    costs associated with reworking the manufacturing processes;
    high service and warranty expenses;
    high inventory obsolescence expense;
    high levels of product returns;
    delays in collecting accounts receivable;
    reduced orders from existing customers; and
    declining interest from potential customers.    Risks Related to Raw Materials.
     15




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We are
    subject to a variety of environmental laws and regulations that
    could increase our costs of compliance and impose significant
    liabilities.
    Climate
    change laws and regulations restricting emissions of
    greenhouse gases could result in reduced demand for
    oil and natural gas, thereby adversely affecting our business,
    while the physical effects of climate change could disrupt our
    manufacturing of seismic equipment and cause us to incur
    significant costs in preparing for or responding to those
    effects.
  cap-and-trade
 16




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Federal
    and state legislative and regulatory initiatives relating to
    hydraulic fracturing could result in additional operating
    restrictions or delays and adversely affect our
    business.
    Our
    stock price is subject to volatility.
    We
    have significant operations outside of the United States that
    expose us to certain additional risks.
    Because
    we have no plans to pay any dividends for the foreseeable
    future, investors must look solely to stock appreciation for a
    return on their investment in us.
   17




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Provisions
    in our articles of incorporation and Texas law could discourage
    a takeover attempt, which may reduce or eliminate the likelihood
    of a change of control transaction and, therefore, the ability
    of our shareholders to sell their shares for a
    premium.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Location

Type of Facility

Size (In Square Feet)

Owned or Leased

Segment Using PropertyHuntsville, Texas

Office and warehouse

25,000 (on six acres)

Owned

Equipment Leasing and SeamapCalgary, Alberta, Canada

Office and warehouse

33,500

Leased

Equipment LeasingSalisbury, Australia

Office and warehouse

4,400

Leased

Equipment LeasingSingapore

Office and warehouse

20,000

Leased

Equipment Leasing and SeamapShepton Mallet, United Kingdom

Office and warehouse

12,300

Leased

SeamapUfa, Bashkortostan, Russia

Office and warehouse

6,000

Leased

Equipment LeasingBogota, Colombia

Warehouse

3,600

Leased

Equipment Leasing   Item 3.
    Legal
    Proceedings    Item 4.
    (Removed
    and Reserved) 18




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##### Table of Contents



PART II  Item 5.
    Market
    for the Registrants Common Equity, Related Stockholder
    Matters and Issuer Purchases of Equity Securities  Market
    Information for Common Stock
    High


LowFiscal Year Ended January 31, 2009:First Quarter

$
19.60


$
16.19Second Quarter


21.83



14.60Third Quarter


15.01



4.75Fourth Quarter


5.40



3.20Fiscal Year Ended January 31, 2010:First Quarter

$
4.64


$
2.42Second Quarter


6.42



4.40Third Quarter


7.98



4.38Fourth Quarter


7.99



6.92     Dividend
    Policy
     19




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##### Table of Contents



Performance
    Graph
  This performance graph shall not be deemed to be
    soliciting material or to be filed with
    the SEC or subject to Section 18 of the Exchange Act, nor
    shall it be deemed incorporated by reference in any of our
    filings under the Securities Act.
    COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN*
    
    *
    
    $100 invested on 1/31/05 in stock or index, including
    reinvestment of dividends. 
    Fiscal year ending January 31.Copyright
    © 2010

    S&P, a division of The McGraw-Hill Companies, Inc. All
    rights reserved.  1/31/05



1/31/06



1/31/07



1/31/08



1/31/09



1/31/10Mitcham Industries, Inc.



100.00




413.27




218.28




271.84




58.58




119.74S&P Smallcap 600



100.00




119.40




129.44




120.27




76.09




105.74Peer Group



100.00




163.94




253.10




286.00




69.65




143.17     Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchasers
   20




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##### Table of Contents



Item 6.
    Selected
    Financial Data    Years Ended January 31,2010


2009


2008


2007


2006(Amounts in thousands, except per share amounts)Statement of Income Data:Total revenues

$
55,172


$
66,812


$
76,421


$
48,910


$
34,589Operating income


871



11,478



16,445



6,555



7,452Income from continuing operations


520



9,065



11,439



9,285



10,855Income from continuing operations per common share 
    basic


0.05



0.93



1.18



0.97



1.19Income from continuing operations per common share 
    diluted


0.05



0.89



1.11



0.93



1.10Balance Sheet Data:Cash and short-term investments (including restricted cash)


6,735



6,032



13,884



12,582



18,988Seismic equipment lease pool and property and equipment, net


66,482



64,251



53,179



35,432



19,924Total assets


115,397



104,227



103,901



83,302



57,620Long-term debt


15,735



5,950







1,500



3,000Total liabilities


30,442



27,104



28,133



23,796



10,169Total shareholders equity


84,955



77,123



75,768



59,506



47,451   Item 7-
  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
     21




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Years Ended January 31,2010


2009


2008(In thousands)Revenues:Equipment Leasing

$
34,605


$
49,903


$
51,701Seamap


20,993



17,346



25,383Less inter-segment sales


(426
)


(437
)


(663
)Total revenues


55,172



66,812



76,421Cost of sales:Equipment Leasing


27,010



25,128



23,830Seamap


10,482



9,319



17,381Less inter-segment costs


(445
)


(279
)


(596
)Total direct costs


37,047



34,168



40,615Gross profitEquipment Leasing


7,595



24,775



27,871Seamap


10,511



8,027



8,002Less Inter-segment amounts


19



(158
)


(67
)Total gross profit


18,125



32,644



35,806Operating expenses:General and administrative


14,977



17,497



17,425Provision for doubtful accounts


1,378



2,897



460Gain on insurance settlement






(580
)


Depreciation and amortization


899



1,352



1,476Total operating expenses


17,254



21,166



19,361Operating income

$
871


$
11,478


$
16,445EBITDA(1)

$
19,794


$
28,336


$
28,327Adjusted EBITDA(1)

$
21,195


$
30,521


$
30,580Reconciliation of Net Income to EBITDA and Adjusted EBITDANet income

$
520


$
9,065


$
11,439Interest expense (income), net


415



(350
)


(479
)Depreciation, amortization and impairment


18,740



16,531



11,879Provision for income taxes


119



3,090



5,488EBITDA(1)


19,794



28,336



28,327Stock-based compensation


1,401



2,185



2,253Adjusted EBITDA(1)

$
21,195


$
30,521


$
30,580     (1)
    
    EBITDA is defined as net income before (a) interest income
    and 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. 22




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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, EDITDA 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
   23




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3-D
   24




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Results
    of Operations
       25




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Revenues
    and Cost of Sales
  Equipment
    Leasing
    Year Ended January 31,2010


2009


2008(In thousands)Revenues:Equipment leasing

$
27,702


$
37,747


$
34,364Lease pool equipment sales


3,321



2,985



3,488New seismic equipment sales


334



3,832



9,350SAP equipment sales


3,248



5,339



4,49934,605



49,903



51,701Cost of sales:Lease pool depreciation


17,712



15,031



10,403Direct costs  equipment leasing


3,760



2,041



1,846Cost of lease pool equipment sales


2,566



1,487



1,019Cost of new seismic equipment sales


146



2,637



7,376Cost of SAP equipment sales


2,826



3,932



3,18627,010



25,128



23,830Gross profit

$
7,595


$
24,775


$
27,871Gross profit margin


22%



50%



54%        26




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##### Table of Contents



27




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##### Table of Contents



sub-leasing
  Seamap
    Year Ended January 31,2010


2009


2008(In thousands)Equipment sales

$
20,993


$
17,346


$
25,383Cost of equipment sales


10,482



9,319



17,381Gross profit

$
10,511


$
8,027


$
8,002Gross profit margin


50%



46%



32%         Operating
    Expenses
   28




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Other
    Income and Expense
      Provision
    for Income Taxes
     29




---



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Liquidity
    and Capital Resources
       30




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31




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##### Table of Contents



48-month
  Actual as of January 31,2010 or forDescription of Financial Covenant

Required Amount

Period then EndedRatio of debt to shareholders equity

Not more than 0.7:1.0

0.19:1.0Ratio of current assets to current liabilities

Not less than 1.25:1.0

3.03:1.0Quarterly EBITDA

Not less than $2.0 million

$5.5 million   24-month
      Payments Due by PeriodLess Than








More ThanContractual Obligations

Total


1 Year


1-3 Years


3-5 Years


5 YearsLong-term debt

$
15,735


$



$
15,735


$



$
Operating leases


2,754



634



1,500



587



33Purchase obligations


3,984



3,984











Total

$
22,473


$
4,618


$
17,235


$
587


$
33      32




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##### Table of Contents



Critical
    Accounting Policies
      Revenue
    Recognition
  
    Leases We recognize lease revenue ratably
    over the term of the lease unless there is a question as to
    whether it is collectible. We do not enter into leases with
    embedded maintenance obligations. Under our standard lease, the
    customer is responsible for maintenance and repairs to the
    equipment, excluding normal wear and tear. We provide technical
    advice to our customers as part of our customer service
    practices. In most situations, our customers pay shipping and
    handling costs directly to the shipping agents.
    Equipment Sales We recognize revenue and cost
    of goods sold from equipment sales upon agreement of terms and
    when delivery has occurred, unless there is a question as to its
    collectability. We occasionally offer extended payment terms on
    equipment sales transactions. These terms are generally one to
    two years in duration.
    Long-term project revenue From time to time,
    SAP enters into contracts whereby it assembles and sales certain
    marine equipment, primarily to governmental entities.
    Performance under these contracts generally occurs over a period
    of several months. Revenue and costs related to these contracts
    are accounted for under the percentage of completion method.  Allowance
    for Doubtful Accounts
    Long-Lived
    Assets
  10-year
 33




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ASC 360-10, Impairment or Disposal of Long-Lived Assets
  Goodwill
    and Other Intangible Assets
  15-year
  Intangibles-Goodwill and Other
    Variable

Decrease in Fair Value10% decrease in projected annual cash flow

$
2.7 million33% decrease in terminal value applied to the estimated fourth
    year cash flow

$
2.9 million100 basis point increase in cost of capital

$
710,000    34




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##### Table of Contents



Income
    Taxes
    Income Taxes
  
    taxable income projections in future years;
    whether the carry forward 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.       35




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##### Table of Contents



Stock-Based
    Compensation
  Compensation-Stock
    Compensation
    Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk  Market
    Risk
    Foreign
    Currency Risk
  non-U.S. dollar non-U.S. dollar non-U.S. dollar
   36




---



##### Table of Contents



Interest
    Rate Risk
    Item 8.
    Financial
    Statements and Supplementary Data  page F-1
  Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rule 13a-15(b) Rules 13a-15(e) 15d-15(e)
  Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
  Rule 13a-15(c) Internal
    Control Integrated Framework
  Changes
    in Internal Control over Financial Reporting
    Item 9B.
    Other
    Information   37




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##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Form 10-K,
  http://www.mitchamindustries.com, 77342-1175, http://www.mitchamindustries.com
  Item 11.
    Executive
    Compensation  Form 10-K,
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Form 10-K,
  Item 13.
    Certain
    Relationships and Related Transactions and Director
    Independence  Form 10-K,
  Item 14.
    Principal
    Accounting Fees and Services  Form 10-K,
 PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules  (a)
    List
    of Documents Filed  (1)  Financial Statements
  page F-l
  (2)  Financial Statement Schedules
    (3)  Exhibits
  Regulation S-K
 38




---



##### Table of Contents



(b)
    Exhibits  Form 10-K. Regulation S-K.
  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

3.24
.1

Loan Agreement, dated September 24, 2008, 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 September 25,
    2008.

000-25142

10.14
.2

First Amendment to Loan Agreement, dated March 24, 2010, between
    Mitcham Industries, Inc. and First Victoria National Bank

Incorporated by reference to Mitcham Industries, Inc. Current
    Report on Form 8-K, filed with the SEC on March 26, 2010

00-25142

10.110
.1*

Employment Agreement, dated January 15, 1997, between Mitcham
    Industries, Inc. and Billy F. Mitcham, Jr.

Incorporated by reference to Mitcham Industries, Inc.s
    Registration Statement on Form S-l, filed with the SEC on
    January 17, 1997.

333-19997

10.410
.2*

Mitcham Industries, Inc. 1994 Stock Option Plan

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

10.310
.3*

Mitcham Industries, Inc. 1994 Non-Employee Director Stock Option
    Plan

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.

000-21542

10.410
.4*

Mitcham Industries, Inc. 1998 Stock Awards Plan

Incorporated by reference to Mitcham Industries, Inc.s
    proxy statement for the fiscal year ended January 31, 1998,
    filed with the SEC on June 1, 1998.

000-25142

Exhibit A10
.5*

Amended and Restated 1998 Stock Awards Plan

Incorporated by reference to Mitcham Industries, Inc.s
    Current Report on Form 8-K, filed with the SEC on September 8,
    2004.

000-25142

10.3 39




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##### Table of Contents



SEC File orExhibit





Registration

ExhibitNumber

Document Description

Report or Registration Statement

Number

Reference10
.6*

Mitcham Industries, Inc. 2000 Stock Option Plan

Incorporated by reference to Exhibit A of Mitcham Industries,
    Inc.s proxy statement for the fiscal year ended January
    31, 2000, filed with the SEC on May 26, 2000.

000-25142

Exhibit A10
.7*

Mitcham Industries, Inc. Amended and Restated Stock Awards Plan

Incorporated by reference to Mitcham Industries, Inc.s
    Current Report on Form 8-K, filed with the SEC on July 27, 2009.

000-25142

10.110
.8*

Form of Nonqualified Stock Option Agreement under the Mitcham
    Industries, Inc. Stock Awards Plan

Incorporated by reference to Mitcham Industries, Inc.s
    Report on Form 10-Q for the quarter ended October 31, 2006,
    filed with the SEC on September 12, 2006.

000-25142

10.310
.9*

Form of Restricted Stock Agreement under the Mitcham Industries,
    Inc. Stock Awards Plan

Incorporated by reference to Mitcham Industries, Inc.s
    Report on Form 10-Q for the quarter ended October 31, 2006,
    filed with the SEC on September 12, 2006.

000-25142

10.410
.10*

Form of Incentive Stock Option Agreement under the Mitcham
    Industries, Inc. Stock Awards Plan

Incorporated by reference to Mitcham Industries, Inc.s
    Report on Form 10-Q for the quarter ended October 31, 2006,
    filed with the SEC on September 12, 2006.

000-25142

10.510
.11*

Form of Restricted Stock Agreement

Incorporated by reference to Mitcham Industries, Inc.s
    Current Report on Form 8-K, filed with the SEC on September 8,
    2004.

000-25142

10.110
.12*

Form of Nonqualified Stock Option Agreement

Incorporated by reference to Mitcham Industries, Inc.s
    Current Report on Form 8-K, filed with the SEC on September 8,
    2004.

000-25142

10.210
.13*

Form of Incentive Stock Option Agreement

Incorporated by reference to Mitcham Industries, Inc.s
    Current Report on Form 8-K, filed with the SEC on September 8,
    2004.

000-25142

10.410
.14*

Form of Phantom Stock Award Agreement

Incorporated by reference to Mitcham Industries, Inc.s
    Current Report on Form 8-K, filed with the SEC on September 8,
    2004.

000-25142

10.510
.15*

Form of Stock Appreciation Rights Agreement

Incorporated by reference to Mitcham Industries, Inc.s
    Current Report on Form 8-K, filed with the SEC on September 8,
    2004.

000-25142

10.610
.16*

Form of Incentive Stock Option Agreement

Incorporated by reference to Mitcham Industries, Inc.s
    Current Report on Form 8-K, filed with the SEC on September 8,
    2004.

000-25142

10.7 40




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##### Table of Contents



SEC File orExhibit





Registration

ExhibitNumber

Document Description

Report or Registration Statement

Number

Reference10
.17*

Form of Nonqualified Stock Option Agreement

Incorporated by reference to Mitcham Industries, Inc.s
    Current Report on Form 8-K, filed with the SEC on September 8,
    2004.

000-25142

10.810
.18*

Summary of Non-Employee Director Compensation

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.

000-21542

10.1910
.19

Exclusive Lease Agreement, dated September 4, 2009, between
    Sercel, Inc. and Mitcham Industries, Inc.

Incorporated by reference to Mitcham Industries, Inc.s
    Quarterly Report on Form 10-Q, filed with the SEC on September
    9, 2009.

000-25142

10.210
.20

Stock Purchase Agreement by and among Mitcham Canada Ltd, as
    Buyer, and Brett Cameron, Teresa Marshall, Steve and Ann
    Matthews, as Sellers, dated as of February 19, 201010
.21

Amendment to Mitcham Industries, Inc. 2000 Stock Option Plan

Incorporated by reference to Mitcham Industries, Inc.s
    proxy statement for the fiscal year ended January 31, 2007,
    filed with the SEC on April 16, 2007.

000-21542

10.2510
.22

Form of Performance Award for the Mitcham Industries, Inc. Stock
    Awards Plan

Incorporated by reference to Mitcham Industries, Inc.s
    Current Report on Form 8-K filed on October 24, 2007.

000-21542

10.110
.23

Form of Phantom Share Agreement for the Mitcham Industries, Inc.
    Stock Awards Plan

Incorporated by reference to Mitcham Industries, Inc.s
    Current Report on Form 8-K filed on October 24, 2007.

000-21542

10.221
.1

Subsidiaries 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,
    2006, filed with the SEC on May 10, 2006.

000-25142

2123
.1

Consent of Hein & Associates LLP31
.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 amended 41




---



##### Table of Contents



SEC File orExhibit





Registration

ExhibitNumber

Document Description

Report or Registration Statement

Number

Reference32
.1

Certification of Billy F. Mitcham, Jr., Chief Executive Officer,
    under Section 906 of the Sarbanes Oxley Act of 2002,
    18 U.S.C. § 135032
.2

Certification of Robert P. Capps, Chief Financial Officer, under
    Section 906 of the Sarbanes Oxley Act of 2002, 18 U.S.C.
    § 1350  42




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##### Table of Contents



SIGNATURES      By:
    /s/  Billy
    F. Mitcham, Jr.   President and Chief Executive Officer
 (Principal Executive Officer)
    Signature

Title/Capacity

Date/s/  BILLY
    F. MITCHAM, JR.Billy
    F. Mitcham, Jr.

President , Chief Executive Officer and Director (Principal
    Executive Officer)

April 9, 2010/s/  ROBERT
    P. CAPPSRobert
    P. Capps

Executive Vice President  Finance,
    Chief Financial Officer and Director
    (Principal Financial Officer and Principal Accounting Officer)

April 9, 2010/s/  PETER
    H. BLUMPeter
    H. Blum

Non-Executive Chairman of the Board

April 9, 2010/s/  ROBERT
    J. ALBERSRobert
    J. Albers

Director

April 9, 2010/s/  JOHN
    F. SCHWALBEJohn
    F. Schwalbe

Director

April 9, 2010/s/  RANDAL
    DEAN LEWISRandal
    Dean Lewis

Director

April 9, 2010  43




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##### Table of Contents



INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
 PageReport of Independent Registered Public
    Accounting Firm


F-2Consolidated Balance Sheets as of
    January 31, 2010 and 2009


F-3Consolidated Statements of Income for the Years
    Ended January 31, 2010, 2009 and 2008


F-4Consolidated Statements of Changes in
    Shareholders Equity and Comprehensive Income for the Years
    Ended January 31, 2010, 2009 and 2008


F-5Consolidated Statements of Cash Flows for the
    Years Ended January 31, 2010, 2009 and 2008


F-6Notes to Consolidated Financial Statements


F-7  F-1




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##### Table of Contents



Report
    Of Independent Registered Public Accounting Firm            Form 10-K
      F-2




---



##### Table of Contents



MITCHAM
    INDUSTRIES, INC.
  CONSOLIDATED
    BALANCE SHEETS
  January 31,2010


2009(In thousands, except per share data)ASSETSCurrent assets:Cash and cash equivalents

$
6,130


$
5,063Restricted cash


605



969Accounts receivable, net of allowance for doubtful accounts of
    $2,420 and $2,300 at January 31, 2010 and 2009, respectively


15,444



12,415Current portion of contracts receivable


2,073



836Inventories, net


5,199



3,772Cost and estimated profit in excess of billings on uncompleted
    contract


398



1,787Income taxes receivable


1,438



1,000Deferred tax asset


1,400



1,682Prepaid expenses and other current assets


1,986



1,535Total current assets


34,673



29,059Seismic equipment lease pool and property and equipment, net


66,482



64,251Intangible assets, net


2,678



2,744Goodwill


4,320



4,320Prepaid foreign income tax


2,574



Deferred tax asset


88



Long-term portion of contracts receivable, net of valuation
    allowance of $1,487 and $897 at January 31, 2010 and 2009,
    respectively


4,533



3,806Other assets


49



47Total assets

$
115,397


$
104,227LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
6,489


$
13,561Foreign income taxes payable


1,345



Deferred revenue


854



424Accrued expenses and other current liabilities


2,761



3,877Total current liabilities


11,449



17,862Non-current income taxes payable


3,258



3,260Deferred tax liability






32Long-term debt


15,735



5,950Total liabilities


30,442



27,104Commitments and contingencies (Note 12 and 16)Shareholders equity:Preferred stock, $1.00 par value; 1,000 shares
    authorized; none issued and outstanding






Common stock $.01 par value; 20,000 shares authorized;
    10,737 and 10,725 shares issued at January 31, 2010
    and January 31, 2009, respectively


107



107Additional paid-in capital


75,746



74,396Treasury stock, at cost (925 and 922 shares at
    January 31, 2010 and 2009, respectively)


(4,843
)


(4,826
)Retained earnings


10,247



9,727Accumulated other comprehensive income (loss)


3,698



(2,281
)Total shareholders equity


84,955



77,123Total liabilities and shareholders equity

$
115,397


$
104,227    F-3




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##### Table of Contents



MITCHAM
    INDUSTRIES, INC.
  CONSOLIDATED
    STATEMENTS OF INCOME
  Years Ended January 31,2010


2009


2008(In thousands, except per share data)Revenues:Equipment leasing

$
27,702


$
37,747


$
34,364Lease pool equipment sales


3,321



2,985



3,488Seamap equipment sales


20,567



16,909



24,720Other equipment sales


3,582



9,171



13,849Total revenues


55,172



66,812



76,421Cost of sales:Direct costs  equipment leasing


3,760



2,041



1,846Direct costs  lease pool depreciation


17,712



15,031



10,403Cost of lease pool equipment sales


2,566



1,487



1,019Cost of Seamap and other equipment sales


13,009



15,609



27,347Total cost of sales


37,047



34,168



40,615Gross profit


18,125



32,644



35,806Operating expenses:General and administrative


14,977



17,497



17,425Provision for doubtful accounts


1,378



2,897



460Gain from insurance settlement






(580
)


Depreciation and amortization


899



1,352



1,476Total operating expenses


17,254



21,166



19,361Operating income


871



11,478



16,445Other income (expense):Interest income


214



631



687Interest expense


(629
)


(281
)


(208
)Other, net


183



327



3Total other income (expense)


(232
)


677



482Income before income taxes


639



12,155



16,927Provision for income taxes


119



3,090



5,488Net income

$
520


$
9,065


$
11,439Net income per common share:Basic

$
0.05


$
0.93


$
1.18Diluted

$
0.05


$
0.89


$
1.11Shares used in computing income per common share:Basic


9,799



9,768



9,698Diluted


9,963



10,205



10,282    F-4




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##### Table of Contents



MITCHAM
    INDUSTRIES, INC.
  CONSOLIDATED
    STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
 AND
    COMPREHENSIVE INCOME
  Years Ended January 31, 2008, 2009 and 2010AccumulatedOtherAdditional





Retained


ComprehensiveCommon Stock


Paid-In


Treasury


(Deficit)


IncomeShares


Amount


Capital


Stock


Earnings


(Loss)


Total(In thousands)Balances, January 31, 2007


10,601


$
106


$
67,385


$
(4,781
)

$
(6,142
)

$
2,938


$
59,506Adjustment to retained earnings to unrecognize tax benefits
    attributable to uncertain tax positions


















(4,635
)






(4,635
)Comprehensive income, net of tax:Net income


















11,439







11,439Foreign currency translation






















4,937



4,937Comprehensive income


























16,376Issuance of common stock upon exercise of options


65



1



281















282Issuance of common stock upon exercise of warrants


23







98















98Restricted stock issued


19







274















274Shares surrendered for payment of taxes upon vesting of
    restricted stock














(24
)










(24
)Tax benefit from exercise of stock options and vesting of
    restricted stock










1,912















1,912Stock-based compensation










1,979















1,979Balances, January 31, 2008


10,708



107



71,929



(4,805
)


662



7,875



75,768Comprehensive income, net of tax:Net income


















9,065







9,065Foreign currency translation






















(10,156
)


(10,156
)Comprehensive income


























(1,091
)Issuance of common stock upon exercise of options


19







161















161Restricted stock cancelled


(2
)






















Shares surrendered for payment of taxes upon vesting of
    restricted stock














(21
)










(21
)Tax benefit from exercise of stock options and vesting of
    restricted stock










121















121Stock-based compensation










2,185















2,185Balances, January 31, 2009


10,725



107



74,396



(4,826
)


9,727



(2,281
)


77,123Comprehensive income, net of tax:Net income


















520







520Foreign currency translation






















5,979



5,979Comprehensive income


























6,499Restricted stock issued


12







250















250Shares surrendered for payment of taxes upon vesting of
    restricted stock














(17
)










(17
)Stock-based compensation in excess of tax benefit










(346
)














(346
)Tax benefit from exercise of stock options and vesting of
    restricted stock










45















45Stock-based compensation










1,401















1,401Balances, January 31, 2010


10,737


$
107


$
75,746


$
(4,843
)

$
10,247


$
3,698


$
84,955    F-5




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##### Table of Contents



MITCHAM
    INDUSTRIES, INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Years Ended January 31,2010


2009


2008(In thousands)Cash flows from operating activities:Net income

$
520


$
9,065


$
11,439Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


18,740



16,531



11,879Stock-based compensation


1,401



2,185



2,253Provision for doubtful accounts


1,378



2,897



460Provision for inventory obsolescence


(48
)


357



348Gross profit from sale of lease pool equipment


(755
)


(1,498
)


(2,469
)Gain on insurance settlement






(580
)


Excess tax benefit from exercise of non-qualified stock options


(45
)


(121
)


(1,912
)Provision for deferred income taxes


(120
)


1,197



1,103Non-current income taxes payable


270



(684
)


406Changes in:Trade accounts and contracts receivable


(4,995
)


(1,310
)


(4,454
)Inventories


(754
)


1,282



847Income taxes payable and receivable


715



(2,289
)


2,924Contract revenues in excess of billings


1,704



(1,787
)


Prepaid foreign income tax


(2,620
)






Accounts payable, accrued expenses and other current liabilities


(836
)


(7,289
)


7,627Prepaids and other, net


(470
)


(338
)


553Net cash provided by operating activities


14,085



17,618



31,004Cash flows from investing activities:Sales from used lease pool equipment


3,321



2,985



3,488Acquisition of subsidiaries










(3,784
)Proceeds from insurance settlement






1,680



Purchases of seismic equipment held for lease


(26,684
)


(31,535
)


(29,967
)Purchases of property and equipment


(502
)


(876
)


(886
)Net cash used in investing activities


(23,865
)


(27,746
)


(31,149
)Cash flows from financing activities:Net proceeds from revolving line of credit


9,400



5,950



Proceeds from equipment notes


414







Payments on borrowings






(1,500
)


(1,500
)Redemption (purchase) of short-term investment


744



(1,413
)


Proceeds from issuance of common stock upon exercise of options
    and warrants, net of shares surrendered during exercises


(17
)


140



356Excess tax benefit from exercise of non-qualified stock options


45



121



1,912Net cash provided by financing activities


10,586



3,298



768Effect of changes in foreign exchange rates on cash and cash
    equivalents


261



(1,991
)


679Net increase (decrease) in cash and cash equivalents


1,067



(8,821
)


1,302Cash and cash equivalents, beginning of year


5,063



13,884



12,582Cash and cash equivalents, end of year

$
6,130


$
5,063


$
13,884    F-6




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##### Table of Contents



Mitcham
    Industries, Inc.
  Notes
    to Consolidated Financial Statements
  1.
    Organization
    and Summary of Significant Accounting Policies  Organization 
  Revenue Recognition of Leasing Arrangements 
  Revenue Recognition of Equipment Sales 
  Revenue Recognition of Long-term Projects 
  Contracts receivable 
  Allowance for doubtful accounts 
  Cash and Cash Equivalents 
  Short-term Investments 
 F-7




---



##### Table of Contents



Mitcham
    Industries, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Inventories  first-in,
  Seismic Equipment Lease Pool 
  Property and Equipment 
  Intangible Assets  15-year
  Impairment ASC 360-10, Impairment or Disposal of Long-Lived Assets 360-10), 360-10 Intangibles-Goodwill and
    Other
  Product Warranties
  Income Taxes 
  Income Taxes
  
    taxable income projections in future years;
    whether the carry forward period is so brief that it would limit
    realization of tax benefits; F-8




---



##### Table of Contents



Mitcham
    Industries, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   
    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
    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.    Use of Estimates 
    Fair Value of Financial Instruments 
  Foreign Currency Translation 
  Stock-Based Compensation  Compensation-Stock Compensation
 F-9




---



##### Table of Contents



Mitcham
    Industries, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Earnings Per Share
  Years Ended January 31,2010


2009


2008(In thousands)Stock options


155



414



554Restricted stock


6



14



23Phantom stock


3



9



Warrants










7Total dilutive shares


164



437



584     Reclassifications 
  2.
    New
    Accounting Pronouncements  Accounting Standards
    Updates
  Business Combinations
  Subsequent Events
 F-10




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##### Table of Contents



Mitcham
    Industries, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    3.
    Restricted
    Cash    4.
    Supplemental
    Statements of Cash Flows Information    Years Ended January 31,2010


2009


2008Interest paid

$
627


$
306


$
233Income taxes paid, net


3,209



4,574



968Seismic equipment purchases included in accounts payable at
    year-end


4,879



11,964



8,566Stock issued for accrued compensation


250







   5.
    Inventories  first-in,
  As of January 31,2010


2009Raw materials

$
2,695


$
2,309Finished goods


2,171



1,593Work in progress


1,016



834Cost of inventories


5,882



4,736Less allowance for obsolescence


(683
)


(964
)Net inventories

$
5,199


$
3,772   6.
    Contracts
    Receivable   F-11




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##### Table of Contents



Mitcham
    Industries, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    7.
    Seismic
    Equipment Lease Pool and Property and Equipment    As of January 31,2010


2009Recording channels

$
81,507


$
74,630Other peripheral equipment


70,414



52,437Cost of seismic equipment lease pool


151,921



127,067Land and buildings


366



366Furniture and fixtures


6,305



5,380Autos and trucks


526



469Cost of property and equipment


7,197



6,215Cost of seismic equipment lease pool and property and equipment


159,118



133,282Less accumulated depreciation


(92,636
)


(69,031
)Net book value of seismic equipment lease pool and property and
    equipment

$
66,482


$
64,251   As of January 31,2010


2009Location of seismic equipment lease pool and property and
    equipment (in thousands):United States

$
40,448


$
45,942South America


10,052



Canada


7,056



13,857Australia


4,360



1,626Russia


3,906



1,920Singapore


433



543United Kingdom


227



363Net book value of seismic equipment lease pool and property and
    equipment

$
66,482


$
64,251  F-12




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##### Table of Contents



Mitcham
    Industries, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   8.
    Goodwill
    and Other Intangible Assets  As of January 31,Weighted


2010


2009Average


Gross





Net


Gross





NetRemaining


Carrying


Accumulated


Carrying


Carrying


Accumulated


CarryingLife at 1/31/10


Amount


Amortization


Amount


Amount


Amortization


Amount(In thousands)Goodwill





$
4,320










$
4,320Proprietary rights


10.4


$
3,516


$
(838
)

$
2,678


$
3,313


$
(569
)

$
2,744Covenants
    not-to-compete






1,000



(1,000
)






1,000



(1,000
)


Amortizable intangible assets





$
4,516


$
(1,838
)

$
2,678


$
4,313


$
(1,569
)

$
2,744       For fiscal years ending January 31,:2011

$
2532012


2532013


2532014


2532015


253Thereafter


1,413Total

$
2,678     9.
    Long-Term
    Debt and Notes Payable    As of January 31,2010


2009Revolving line of credit

$
15,350


$
5,950SAP equipment notes


478



15,828



5,950Less current portion


(93
)


Long-term debt

$
15,735


$
5,950    F-13




---



##### Table of Contents



Mitcham
    Industries, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        10.
    Shareholders
    Equity     F-14




---



##### Table of Contents



Mitcham
    Industries, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   11.
    Income
    Taxes  Years Ended January 31,2010


2009


2008(In thousands)Income (loss) before income taxes is attributable to the
    following jurisdictions:Domestic

$
(3,342
)

$
3,574


$
6,297Foreign


3,981



8,581



10,630Total

$
639


$
12,155


$
16,927The components of income tax expense (benefit) were as follows:Current:Domestic

$
(821
)

$
(70
)

$
3,181Foreign


1,060



1,963



1,204239



1,893



4,385Deferred:Domestic


74



469



(898
)Foreign


(194
)


728



2,001(120
)


1,197



1,103Income tax expense

$
119


$
3,090


$
5,488     Years Ended January 31,2010


2009


2008(In thousands)Federal income tax expense at 34%

$
217


$
4,133


$
5,755Decrease in foreign effective tax rate


69



213



26Foreign exchange gain










76Permanent differences


(14
)


245



42Foreign effective tax rate differential


(565
)


(785
)


(567
)Recognition of tax benefits upon resolution of uncertain tax
    positions






(1,083
)


Potential tax, penalties and interest resulting from uncertain
    tax positions


270



399



406Undistributed earnings of foreign affiliates


174







Other


(32
)


(32
)


(250
)$
119


$
3,090


$
5,488  F-15




---



##### Table of Contents



Mitcham
    Industries, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    As of January 31,2010


2009(In thousands)Deferred tax assets:Net operating losses

$
1,407


$
1,076Tax credit carry forwards


2,521



2,371Stock option book expense


2,235



2,018Allowance for doubtful accounts


1,214



985Allowance for inventory obsolescence


210



199Accruals not yet deductible for tax purposes


347



471Other


325



27Gross deferred tax assets


8,259



7,147Valuation allowance






Deferred tax assets


8,259



7,147Deferred tax liabilities:Undistributed earnings of controlled foreign corporations not
    permanently reinvested


(2,944
)


(2,587
)Fixed assets


(1,708
)


(1,241
)Non-deductible intangible assets


(379
)


(374
)Other


(371
)


(198
)Deferred tax liabilities


(5,402
)


(4,400
)Effect of uncertain tax positions


(1,369
)


(1,097
)Total deferred tax assets, net

$
1,488


$
1,650            F-16




---



##### Table of Contents



Mitcham
    Industries, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
          Years Ended January 31,2010


2009


2008(In thousands)Unrecognized tax benefits as beginning of period

$
(2,795
)

$
(3,878
)

$
(3,862
)Increases as a result of tax positions taken in prior years


(532
)






(16
)Increases as a result of tax positions taken in current year










Settlements










Lapse of statute of limitations






1,083



Unrecognized tax benefits as of end of period

$
(3,327
)

$
(2,795
)

$
(3,878
)       12.
    Commitments
    and Contingencies  Purchase Obligations
  13.
    Stock
    Option Plans   F-17




---



##### Table of Contents



Mitcham
    Industries, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Weighted
    average Black-Scholes-Merton fair value
    assumptions
  Years Ended January 31,2010

2009

2008Risk free interest rate

2.21 - 2.36%

3.19%

2.9 - 4.9%Expected life

2.9 - 5.5 yrs

3.4 - 5.4 yrs

3.4 - 5.9 yrsExpected volatility

60 - 61%

50%

53 - 58%Expected dividend yield

0.0%

0.0%

0.0%     10-year
 F-18




---



##### Table of Contents



Mitcham
    Industries, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Stock
    Based Compensation Activity
    WeightedWeighted


Average


AggregateNumber of


Average


Remaining


IntrinsicShares


Exercise


Contractual


Value(In Thousands)


Price


Term (In Years)


(In Thousands)Outstanding, January 31, 2009


1,489


$
10.26Granted


270



4.80Exercised






Forfeited


(162
)


18.88Expired


(71
)


3.56Outstanding, January 31, 2010


1,526


$
8.69



5.89


$
2,494Exercisable at January 31, 2010


1,112


$
8.63



4.73


$
1,804Vested and expected to vest at January 31, 2010


1,511


$
8.73



5.84


$
2,455   in-the-money
        Year Ended January 31, 2010Number ofShares


Weighted Average(In Thousands)


Grant Date Fair ValueUnvested, beginning of period


33


$
17.47Granted






Vested


(33
)


17.47Canceled






Unvested, end of period






    F-19




---



##### Table of Contents



Mitcham
    Industries, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   14.
    Segment
    Reporting  Segment Reporting.
    state-of-the-art
    As of January 31, 2010


As of January 31, 2009


As of January 31, 2008Equipment








Equipment








EquipmentLeasing


Seamap


Consolidated


Leasing


Seamap


Consolidated


Leasing


Seamap


ConsolidatedFixed assets, net

$
66,214


$
661


$
66,482


$
63,888


$
905


$
64,251


$
52,560


$
1,209


$
53,179Intangible assets, net






2,678



2,678







2,744



2,744







3,692



3,692Goodwill






4,320



4,320







4,320



4,320







4,358



4,358   For the Years EndedJanuary 31, 2010


January 31, 2009


January 31, 2008Equipment








Equipment








EquipmentLeasing


Seamap


Consolidated


Leasing


Seamap


Consolidated


Leasing


Seamap


ConsolidatedRevenues

$
34,605


$
20,993


$
55,172


$
49,903


$
17,346


$
66,812


$
51,701


$
25,383


$
76,421Interest income (expense), net


(418
)


3



(415
)


325



25



350



720



(235
)


479Income (loss) before taxes


(4,293
)


5,832



639



9,452



226



12,155



15,422



1,562



16,927Capital expenditures


27,130



56



27,186



31,818



593



32,411



31,013



407



30,853Depreciation and amortization expense


18,013



727



18,740



15,402



1,129



16,531



10,948



1,075



11,879    F-20




---



##### Table of Contents



Mitcham
    Industries, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   15.
    Quarterly
    Financial Data (Unaudited)  Quarters Ended:Fiscal Year


April 30


July 31


October 31


January 31Net revenues:


2010


$
10,605


$
12,677


$
14,530


$
17,3602009


$
18,534


$
17,495


$
14,548


$
16,235Gross profit:


2010



3,772



3,332



6,165



4,8562009



11,628



7,114



7,260



6,642Income before income taxes:


2010



46



(1,438
)


1,414



6172009



6,513



2,546



2,721



375Incomes taxes (benefit):


2010



126



(428
)


388



332009



2,235



921



(20
)


(46
)Net income (loss):


2010



(80
)


(1,010
)


1,026



5842009



4,278



1,625



2,741



421Income per common share  basic:


2010


$
(0.01
)

$
(0.10
)

$
0.10


$
0.062009


$
0.44


$
0.17


$
0.28


$
0.04Income per common share  diluted:


2010


$
(0.01
)

$
(0.10
)

$
0.10


$
0.062009


$
0.41


$
0.16


$
0.27


$
0.04   16.
    Leases  month-to-month
          2011

$
6342012

$
8822013

$
6182014

$
4522015

$
134Thereafter

$
34  F-21




---



##### Table of Contents



Mitcham
    Industries, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   17.
    Concentrations  Credit Risk 
    Industry Concentration 
  Supplier Concentration 
  18.
    Subsequent
    Events    24-months
    
    Amount of contingent consideration to be recognized,
    Amount to be recognized related to contingencies, F-22




---



##### Table of Contents



Mitcham
    Industries, Inc.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   
    Amount of gain, if any, to be recognized,
    Amount to be recognized for each major class of asset acquired
    and liability assumed,
    Amount of goodwill, if any, to be recognized, and
    Supplemental pro forma financial information.    19.
    Sales and
    Major Customers    Years Ended January 31,2010


2009


2008Canada

$
3,608


$
6,498


$
6,820UK/Europe


14,358



20,502



27,892South America


4,545



3,313



4,153Asia/South Pacific


12,447



10,778



9,431Eurasia


1,637



6,156



10,180Other


3,393



4,715



4,119Total

$
39,988


$
51,962


$
62,595    F-23




---



##### Table of Contents



Report
    of Independent Registered Public Accounting Firm
      Form 10-K) (Schedule II-Valuation Form 10-K.
        F-24




---



##### Table of Contents



SCHEDULE II
    MITCHAM INDUSTRIES, INC.
    VALUATION AND QUALIFYING ACCOUNTS
   Col. A

Col. B


Col. C(1)


Col. C(2)


Col. D


Col. EBalance at


Charged to


Charged toBeginning of


Costs and


Other


Deductions


Balance at EndDescription

Period


Expenses


Accounts


Describe


of Period(In thousands)Allowance for doubtful accountsJanuary 31, 2010

$
2,300



786



50
(a)


(716
)(b)

$
2,420January 31, 2009

$
1,512



1,976



(43
)(a)


(1,145
)(b)

$
2,300January 31, 2008

$
1,212



460



5
(a)


(165
)(b)

$
1,512Allowance for obsolete equipment and inventoryJanuary 31, 2010

$
1,204



372



133
(a)


(786
)(c)

$
923January 31, 2009

$
1,044



360



(186
)(a)


(14
)(c)

$
1,204January 31, 2008

$
553



448



59
(a)


(16
)(c)

$
1,044     (a)
    
    Represents translation differences.(b)
    
    Represents recoveries and uncollectible accounts written off.(c)
    
    Represents sale or scrap of inventory and obsolete equipment. F-25