##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended January 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 000-25142
 Mitcham Industries, Inc.
  Texas
    
    76-0210849(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)8141 SH 75 SouthP.O. Box 1175Huntsville, Texas
    
    77342(Address of principal executive offices)
    
    (Zip Code)
 936-291-2277
  Title of Each Class of Stock
    
    Name of Each Exchange on Which RegisteredCommon Stock  $0.01 par value per share
    
    The NASDAQ Stock Market LLC
 None
  o þ
  o þ
 þ o
 o
  o þ o
 o þ
   Class
    
    Outstanding at April 9, 2007Common Stock, $.01 par value per share
    
    9,676,730 shares
 DOCUMENTS INCORPORATED BY REFERENCE




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##### 



MITCHAM INDUSTRIES, INC.
ANNUAL REPORT ON FORM 10-K
 TABLE OF CONTENTS
 PART IItem 1.
    
    Business
    
    
    2Item 1A.
    
    Risk Factors
    
    
    9Item 1B.
    
    Unresolved Staff Comments
    
    
    12Item 2.
    
    Properties
    
    
    12Item 3.
    
    Legal Proceedings
    
    
    12Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    13PART IIItem 5.
    
    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    13Item 6.
    
    Selected Financial Data
    
    
    14Item 7.
    
    Management's Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    25Item 8.
    
    Financial Statements and Supplementary Data
    
    
    26Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    26Item 9A.
    
    Controls and Procedures
    
    
    26Item 9B.
    
    Other Information
    
    
    26PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    27Item 11.
    
    Executive Compensation
    
    
    27Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
    
    
    27Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    27Item 14.
    
    Principal Accounting Fees and Services
    
    
    27PART IVItem 15.
    
    Exhibits, Financial Statement Schedules
    
    
    28Signatures1994 Stock Option Plan1994 Non-Employee Director Stock Option PlanSummary of Non-Employee Director CompensationRenewal Extension and Modification AgreementAmendment to 2000 Stock Option PlanConsent of Hein & Associates LLPCertification of CEO Pursuant to Rule 13a-14(a)Certification of CFO Pursuant to Rule 13a-14(a)Certification of CEO Pursuant to Section 906Certification of CFO Pursuant to Section 906
  i




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##### Table of Contents



Cautionary Statement about Forward-Looking Statements
  
    
    our future financial position and results of operations;
    
    planned capital expenditures;
    
    our business strategy and other plans for future operations;
    
    the future mix of revenues and business;
    
    future demand for our services; and
    
    general conditions in the energy industry and seismic service industry.
  
 PART I
 
 Item 1. Business
     2




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Business Strategy
  
    
    Provide a technologically advanced seismic equipment lease pool.We intend to maintain
the size and diversity of our equipment lease pool, including the addition of marine
equipment. We believe that the availability of a large and diverse seismic equipment
lease pool encourages seismic data acquisition contractors 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 expand our international
leasing activities in new geographic areas, including the CIS and North Africa. We believe
there are significant opportunities to continue to expand our international leasing and
sales activities.
    
    Maintain alliances with major seismic equipment manufacturers.Our relationships with
leading seismic equipment manufacturers, Sercel and I/O, allow us to expand our equipment
lease pool on favorable
 3




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##### Table of Contents



terms. We believe these relationships improve our access to customers and 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
       4




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##### Table of Contents



Business and Operations
 Equipment Leasing.
     5




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##### Table of Contents



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, 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
     6




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##### Table of Contents



Other Agreements
   Customers, Sales, Backlog and Marketing
     Year Ended January 31,2007
    
    
    2006
    
    
    2005UK / Europe
    
    $
    9,318
    
    
    $
    2,355
    
    
    $
    1,950Canada
    
    
    8,302
    
    
    
    8,914
    
    
    
    6,587South America
    
    
    3,050
    
    
    
    3,220
    
    
    
    2,931Asia/South Pacific
    
    
    9,713
    
    
    
    10,479
    
    
    
    7,170Eurasia (1)
    
    
    4,998
    
    
    
    
    
    
    
    Other (2)
    
    
    1,940
    
    
    
    233
    
    
    
    489Totals
    
    $
    37,321
    
    
    $
    25,201
    
    
    $
    19,127
 
 (1)
    
    Comprised of Eastern Europe, the Russian Federation and the CIS(2)
    
    Includes Africa, Mexico and the Middle East  As of January 31,Location of property and equipment:
    
    2007
    
    
    2006
    
    
    2005United States
    
    $
    12,969
    
    
    $
    11,649
    
    
    $
    8,635Canada
    
    
    18,062
    
    
    
    5,883
    
    
    
    10,279Australia
    
    
    1,057
    
    
    
    2,167
    
    
    
    811Russia
    
    
    1,965
    
    
    
    
    
    
    
    Singapore
    
    
    623
    
    
    
    97
    
    
    
    United Kingdom
    
    
    756
    
    
    
    128
    
    
    
    Total
    
    $
    35,432
    
    
    $
    19,924
    
    
    $
    19,725
   7




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##### Table of Contents



Competition
   Suppliers
  Employees
  Intellectual Property
  Website Access to Our Periodic SEC Reports
   8




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Item 1A. Risk Factors
 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 discovery rate of new oil and gas reserves; and
    
    local and international political and economic conditions.
  Loss of Significant Customers Will Adversely Affect Us
  Industry Consolidation Could Adversely Affect Us
  Significant Defaults of Past-Due Customer Accounts Would Adversely Affect Our Results of
Operations
  International Economic and Political Instability Could Adversely Our Results of Operations
  Foreign Currency Exchange Rates Have Increasingly Materially Affected Our Financial
Statements
  9




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Our Operations and Financial Condition Will Be Materially Adversely Affected if We Are
Unable to Continually Obtain Additional Lease Contracts
  Our Failure to Retain Key Personnel Could Adversely Affect Our Operations
  Our Seismic Lease Pool is Subject to Technological Obsolescence
  Weather Conditions Cause Seasonal Fluctuations in Our Operating Results
  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
  10




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The Operations of Seamap are Subject to Special Risks
  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; or
    
    prevent manufacturing or sale of 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.
 11




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Our Stock Price is Subject to Volatility
  Possible Adverse Effect of Anti-Takeover Provisions; Potential Issuance of Preferred Stock
  
 Item 1B. Unresolved Staff Comments
  
 Item 2. Properties
  Location
    
    Type of Facility
    
    Size (in square feet)
    
    Owned or LeasedHuntsville, Texas
    
    Office and warehouse
    
    25,000 (on six acres)
    
    OwnedCalgary, Alberta, Canada
    
    Office and warehouse
    
    
    31,000
    
    
    LeasedSalisbury, Australia
    
    Office and warehouse
    
    
    4,400
    
    
    LeasedSingapore
    
    Office and warehouse
    
    
    20,000
    
    
    LeasedShepton Mallet, United Kingdom
    
    Office and warehouse
    
    
    11,800
    
    
    LeasedUfa, Bashkortostan, Russia
    
    Office and warehouse
    
    
    2,000
    
    
    Leased
 
 Item 3. Legal Proceedings
  12




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Item 4. Submission of Matters to a Vote of Security
Holders
  
 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, 2007:First Quarter
    
    $
    25.95
    
    
    $
    14.62Second Quarter
    
    
    17.66
    
    
    
    10.60Third Quarter
    
    
    13.94
    
    
    
    9.58Fourth Quarter
    
    
    14.99
    
    
    
    10.78Fiscal Year Ended January 31, 2006:First Quarter
    
    
    7.90
    
    
    
    6.03Second Quarter
    
    
    9.63
    
    
    
    6.34Third Quarter
    
    
    11.89
    
    
    
    8.05Fourth Quarter
    
    
    26.18
    
    
    
    10.55
  Dividend Policy
   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 of 1933, as amended.
  13




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1/31/02
    
    1/31/03
    
    1/31/04
    
    1/31/05
    
    1/31/06
    
    1/31/07Mitcham Industries, Inc.
    
    $
    100.00
    
    
    $
    33.89
    
    
    $
    87.78
    
    
    $
    145.43
    
    
    $
    601.02
    
    
    $
    317.46S&P Smallcap 600
    
    $
    100.00
    
    
    $
    81.72
    
    
    $
    120.85
    
    
    $
    140.82
    
    
    $
    168.12
    
    
    $
    182.26Peer Company Index
    
    $
    100.00
    
    
    $
    48.52
    
    
    $
    77.68
    
    
    $
    121.76
    
    
    $
    196.98
    
    
    $
    305.09
  Purchases of Equity Securities by the Issuer and Affiliated Purchasers
  
 Item 6. Selected Financial Data
  Year Ended January 31,2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003(Amounts in thousands, except per share amounts)Net sales and other revenues
    
    $
    48,910
    
    
    $
    34,589
    
    
    $
    26,368
    
    
    $
    22,406
    
    
    $
    14,139Income (loss) from continuing operations
    
    
    9,285
    
    
    
    10,855
    
    
    
    2,049
    
    
    
    (3,574
    )
    
    
    (7,677
    )Income (loss) from continuing
operations per common share  basic
    
    
    0.97
    
    
    
    1.19
    
    
    
    0.23
    
    
    
    (0.41
    )
    
    
    (0.88
    )Income (loss) from continuing
operations per common share  diluted
    
    
    0.93
    
    
    
    1.10
    
    
    
    0.22
    
    
    
    (0.41
    )
    
    
    (0.88
    )Cash dividends declared per common share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance Sheet Data:
 14




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Year Ended January 31,2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003(Amounts in thousands, except per share amounts)Cash and short-term investments
    
    
    12,582
    
    
    
    18,988
    
    
    
    13,138
    
    
    
    6,834
    
    
    
    5,137Seismic equipment lease pool and
property and equipment, net
    
    
    35,432
    
    
    
    19,924
    
    
    
    19,725
    
    
    
    25,359
    
    
    
    33,154Total assets
    
    
    83,302
    
    
    
    57,620
    
    
    
    41,395
    
    
    
    40,730
    
    
    
    44,340Long-term debt
    
    
    1,500
    
    
    
    3,000
    
    
    
    
    
    
    
    2,418
    
    
    
    4,622Total liabilities
    
    
    23,796
    
    
    
    10,169
    
    
    
    7,518
    
    
    
    9,933
    
    
    
    10,682Total shareholders equity
    
    
    59,506
    
    
    
    47,451
    
    
    
    33,877
    
    
    
    30,797
    
    
    
    33,658
 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations
 Overview
    Year ended January 31,2007
    
    
    2006
    
    
    2005(in thousands)Revenues:Equipment leasing
    
    $
    37,683
    
    
    $
    30,569
    
    
    $
    26,368Seamap
    
    
    12,274
    
    
    
    4,020
    
    
    
    Less inter-segment sales
    
    
    (1,047
    )
    
    
    
    
    
    
    Total revenues
    
    
    48,910
    
    
    
    34,589
    
    
    
    26,368Direct costs:Equipment leasing
    
    
    17,531
    
    
    
    15,129
    
    
    
    16,629Seamap
    
    
    8,927
    
    
    
    1,735
    
    
    
    Less inter-segment costs
    
    
    (631
    )
    
    
    
    
    
    
    Total direct costs
    
    
    25,827
    
    
    
    16,864
    
    
    
    16,629Gross profitEquipment leasing
    
    
    20,152
    
    
    
    15,440
    
    
    
    9,739Seamap
    
    
    3,400
    
    
    
    2,285
    
    
    
    Less Inter-segment amounts
    
    
    (469
    )
    
    
    
    
    
    
    Total gross profit
    
    
    23,083
    
    
    
    17,725
    
    
    
    9,739Operating costs:General and administrative
    
    
    14,970
    
    
    
    9,437
    
    
    
    6,969Provision for doubtful accounts
    
    
    251
    
    
    
    188
    
    
    
    155Depreciation and amortization
    
    
    1,307
    
    
    
    648
    
    
    
    237Total operating costs
    
    
    16,528
    
    
    
    10,273
    
    
    
    7,361Operating income
    
    $
    6,555
    
    
    $
    7,452
    
    
    $
    2,378EBITDA(1)
    
    $
    15,540
    
    
    $
    17,044
    
    
    $
    13,073Adjusted EBITDA(1)
    
    $
    17,185
    
    
    $
    17,197
    
    
    $
    13,534
 15




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Year ended January 31,2007
    
    
    2006
    
    
    2005(in thousands)Reconciliation of Net Income to EBITDA
and Adjusted EBITDANet income
    
    $
    9,285
    
    
    $
    10,855
    
    
    $
    2,129Interest income, net
    
    
    (836
    )
    
    
    (422
    )
    
    
    71Depreciation, amortization and impairment
    
    
    8,919
    
    
    
    9,575
    
    
    
    10,596Provision for (benefit from) income taxes
    
    
    (1,828
    )
    
    
    (2,964
    )
    
    
    277EBITDA (1)
    
    
    15,540
    
    
    
    17,044
    
    
    
    13,073Stock-based compensation
    
    
    1,645
    
    
    
    153
    
    
    
    461Adjusted EBITDA (1)
    
    $
    17,185
    
    
    $
    17,197
    
    
    $
    13,534
 
 (1)
    
    EBITDA is defined as net income (loss) before (i) interest income, net of interest
expense, (ii) provision for (or benefit from) income taxes and (iii) 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 they provide management with
important information for assessing our performance and as indicators of our ability
to make capital expenditures and finance working capital requirements. EBITDA and
Adjusted EBITDA are not measures of financial performance under GAAP and should not
be considered in isolation or as alternatives to cash flow from operating activities
or as alternatives to net income as indicators of operating performance or any other
measures of performance derived in accordance with GAAP. Other companies in our
industry may calculate EBITDA or Adjusted EBITDA differently than we do and EBITDA
and Adjusted EBITDA may not be comparable with similarly titled measures reported by
other companies.     16




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Results of Operations
     17




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Share-Based Payment
  Revenues and Cost of Sales
 Equipment Leasing
  Year ended January 31,2007
    
    
    2006
    
    
    2005(in thousands)Equipment leasing
    
    $
    24,942
    
    
    $
    22,104
    
    
    $
    17,086Lease pool equipment sales
    
    
    4,297
    
    
    
    5,218
    
    
    
    6,282New seismic equipment sales
    
    
    5,071
    
    
    
    1,046
    
    
    
    427SAP equipment sales
    
    
    3,373
    
    
    
    2,201
    
    
    
    2,573$
    37,683
    
    
    $
    30,569
    
    
    $
    26,368
    Seamap
  18




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Other Direct Costs
 Equipment Leasing
    Operating Costs
  19




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Interest and Other Income, net
  Provision for Income Taxes
   Liquidity and Capital Resources
  20




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21




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Payments Due by PeriodLess Than
    
    
    
    
    
    
    
    
    
    
    More ThanContractual Obligations
    
    Total
    
    
    1 Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 YearsLong-term debt
    
    $
    3,225
    
    
    $
    1,650
    
    
    $
    1,575
    
    
    $
    
    
    
    $
    Operating leases
    
    
    1,935
    
    
    
    553
    
    
    
    1,003
    
    
    
    379
    
    
    
    Purchase obligations
    
    
    8,702
    
    
    
    8,702
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    13,862
    
    
    $
    10,905
    
    
    $
    2,578
    
    
    $
    379
    
    
    $
    
  22




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Critical Accounting Policies
   Revenue Recognition
 Leases
  Equipment Sales
  Allowance for Doubtful Accounts
  Long-Lived Assets
    Accounting For the Impairment or Disposal of Long-Lived
Assets
 23




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Income Taxes
  Accounting for Income Taxes
 
    
    taxable income projections in future years;
    
    whether the carryforward period is so brief that it would limit realization of tax benefits;
    
    future sales and operating cost projections that will produce more than enough
taxable income to realize the deferred tax asset based on existing sales prices and
cost structures; and
    
    our earnings history exclusive of the loss that created the future deductible
amount coupled with evidence indicating that the loss is an aberration rather than a
continuing condition.
  
    
    the current level of worldwide oil and gas exploration activities resulting from
historically high prices for oil and natural gas;
    
    increasing world demand for oil;
    
    our recent history of profitable operations in various jurisdictions;
    
    our anticipated positive income in various jurisdictions; and
    
    our existing customer relationships.
  
    
    the risk of the world oil supply increasing, thereby depressing the price of oil and natural gas;
    
    the risk of decreased global demand for oil; and
    
    the potential for increased competition in the seismic equipment leasing and sales business.
  Stock-Based Compensation
 Accounting for Stock-Based Compensation
  24




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New Accounting Pronouncements
 Accounting for Uncertainty in Income
Taxes
  Fair Value Measurements
 The Fair Value Option for Financial Assets
and Financial Liabilities
 
 Item 7A. Quantitative and Qualitative Disclosures about Market Risk
 Market Risk
  Foreign Currency Risk
  25




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Item 8. Financial Statements and Supplementary Data
  
 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
  
 Item 9A. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Managements Report on Internal Control Over Financial Reporting
  Internal Control Integrated Framework
  Changes in Internal Control over Financial Reporting
  
 Item 9B. Other Information
  26




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PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
  
 Item 11. Executive Compensation
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  
 Item 13. Certain Relationships and Related Transactions and Director Independence
  
 Item 14. Principal Accounting Fees and Services
  27




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PART IV
 
 Item 15. Exhibits, Financial Statement Schedules
 List of Documents Filed
 (1) Financial Statements
  (2) Financial Statement Schedules
  (3) Exhibits
  Exhibits
  SEC File orExhibit
    
    
    
    
    
    Registration
    
    ExhibitNumber
    
    Document Description
    
    Report or Registration Statement
    
    Number
    
    Reference3.1
    
    Amended and Restated Articles of
Incorporation of Mitcham
Industries, Inc.
    
    Incorporated by reference to Mitcham
Industries, Inc.s Registration Statement
on Form S-8, filed with the SEC on August
9, 2001.
    
    333-67208
    
    
    3.13.2
    
    Second Amended and Restated
Bylaws of Mitcham Industries,
Inc.
    
    Incorporated by reference to Mitcham
Industries, Inc.s Annual Report on Form
10-K for the fiscal year ended January
31, 2004, filed with the SEC on May 28,
2004.
    
    000-25142
    
    
    3.210.1*
    
    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*
    
    Separation Agreement and Release,
effective as of
August 23, 2006, between Michael A.
Pugh and Mitcham
Industries, Inc.
    
    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
    
    
    10.110.3*
    
    Mitcham Industries, Inc. 1994
Stock Option Plan10.4*
    
    Mitcham Industries, Inc. 1994
Non-Employee Director Stock
Option Plan10.5*
    
    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 A10.6*
    
    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
    
    
    10.310.7*
    
    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 A10.8*
    
    Mitcham Industries, Inc. Stock
Awards Plan
    
    Incorporated by
reference to
Exhibit A of
Mitcham Industries,
Inc.s proxy
statement for the
fiscal year ended
January 31, 2006,
filed with the SEC
on May 31, 2006.
    
    000-25142
 28




---



##### Table of Contents



SEC File orExhibit
    
    
    
    
    
    Registration
    
    ExhibitNumber
    
    Document Description
    
    Report or Registration Statement
    
    Number
    
    Reference10.9*
    
    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
    
    
    10.310.10*
    
    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
    
    
    10.410.11*
    
    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
    
    
    10.510.12*
    
    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
    
    
    10.110.13*
    
    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
    
    
    10.210.14*
    
    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
    
    
    10.410.15*
    
    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
    
    
    10.510.16*
    
    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
    
    
    10.610.17*
    
    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
    
    
    10.710.18*
    
    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
    
    
    10.810.19*
    
    Summary of Non-Employee Director
Compensation10.20
    
    Warrant No. M-7, dated July 18,
2001, issued to Bear Ridge
Capital, L.L.C.
    
    Incorporated by reference to Mitcham
Industries, Inc.s Annual Report on Form
10-K for the fiscal year ended January
31, 2002, filed with the SEC on May 1,
2002.
    
    000-25142
    
    
    10.1410.21
    
    Exclusive Lease Agreement,
dated September 12, 2006,
between Sercel, Inc. and
Mitcham Industries, Inc.
    
    Incorporated by
reference to
Mitcham Industries,
Inc.s Current
Report on Form 8-K,
filed with the SEC
on September 12,
2006.
    
    000-25142
    
    
    10.110.22
    
    Loan Agreement, dated March 30,
2004, between Mitcham Industries,
Inc. and First Victoria National
Bank
    
    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
    
    
    10.1610.23
    
    Renewal Extension and
Modification Agreement, dated
January 31, 2007, between
Mitcham Industries, Inc. and
First Victoria Bank10.24
    
    Stock Purchase Agreement,
effective as of July 1, 2005,
between Mitcham Industries, Inc.
and Mark Welker, Tomoko Welker,
Chew Kok Lee Pinnington, Michael
Pinnington, Timothy Pinnington
and Phillip Bull.
    
    Incorporated by reference to Mitcham
Industries, Inc.s Current Report on Form
8-K, filed with the SEC on July 15, 2005.
    
    000-25142
    
    
    10.110.25
    
    Amendment to Mitcham Industries,
Inc. 2000 Stock Option Plan
 29




---



##### Table of Contents



SEC File orExhibit
    
    
    
    
    
    Registration
    
    ExhibitNumber
    
    Document Description
    
    Report or Registration Statement
    
    Number
    
    Reference21.1
    
    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 amended32.1
    
    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
 30




---



##### Table of Contents



SIGNATURES
  MITCHAM INDUSTRIES, INC.By:
    
    /s/Billy F. Mitcham, Jr.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 16, 2007/s/ ROBERT P. CAPPS
 Robert
P. Capps
    
    Executive Vice President  Finance,
Chief Financial Officer and Director
(Principal Financial Officer and Principal
Accounting Officer)
    
    April 16, 2007/s/ PETER H. BLUM
 Peter
H. Blum
    
    Chairman of the Board
    
    April 16, 2007/s/ JOHN F. SCHWALBE
 John
F. Schwalbe
    
    Director
    
    April 16, 2007/s/ RANDAL DEAN LEWIS
 Randal
Dean Lewis
    
    Director
    
    April 16, 2007
 31




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##### Table of Contents



INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageReports of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheets as of January 31, 2007 and 2006
    
    
    F-4Consolidated Statements of Operations for the Years Ended January 31, 2007, 2006 and 2005
    
    
    F-5Consolidated Statements of Changes in Shareholders Equity and Comprehensive Income for the
Years Ended January 31, 2007, 2006 and 2005
    
    
    F-6Consolidated Statements of Cash Flows for the Years Ended January 31, 2007, 2006 and 2005
    
    
    F-7Notes to Consolidated Financial Statements
    
    
    F-8
 F-1




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERE PUBLIC ACCOUNTING FIRM
 
       
 F-2




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
       
 F-3




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##### Table of Contents



MITCHAM INDUSTRIES, INC.
 
 CONSOLIDATED BALANCE SHEETS
(In thousands)
 January 31,2007
    
    
    2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    12,582
    
    
    $
    16,438Short-term investments
    
    
    
    
    
    
    2,550Accounts receivable, net of allowance for doubtful accounts of $1,212 and $1,125 at
January 31, 2007 and 2006, respectively
    
    
    11,823
    
    
    
    6,464Current portion of notes receivable, net of allowance for doubtful notes of $-0- and $48
at January 31, 2007 and 2006, respectively
    
    
    1,787
    
    
    
    2,734Inventories
    
    
    7,308
    
    
    
    1,155Deferred tax asset
    
    
    483
    
    
    
    Prepaid expenses and other current assets
    
    
    2,003
    
    
    
    400Total current assets
    
    
    35,986
    
    
    
    29,741Seismic equipment lease pool and property and equipment, net
    
    
    35,432
    
    
    
    19,924Intangible assets, net
    
    
    2,127
    
    
    
    2,584Goodwill
    
    
    3,358
    
    
    
    2,358Deferred tax asset,
    
    
    5,094
    
    
    
    3,000Long-term portion of notes receivable and other assets
    
    
    1,305
    
    
    
    13Total assets
    
    $
    83,302
    
    
    $
    57,620LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    16,343
    
    
    $
    4,436Current maturities  long-term debt
    
    
    1,500
    
    
    
    Income taxes payable
    
    
    328
    
    
    
    286Deferred revenue
    
    
    948
    
    
    
    381Accrued expenses and other current liabilities
    
    
    3,177
    
    
    
    2,066Total current liabilities
    
    
    22,296
    
    
    
    7,169Long-term debt
    
    
    1,500
    
    
    
    3,000Total liabilities
    
    
    23,796
    
    
    
    10,169Commitments and contingencies (Note 12)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; 10,601 and 10,360 shares issued
at January 31, 2007 and January 31, 2006, respectively
    
    
    106
    
    
    
    104Additional paid-in capital
    
    
    67,385
    
    
    
    64,404Treasury stock, at cost (919 and 915 shares at January 31, 2007 and 2006, respectively)
    
    
    (4,781
    )
    
    
    (4,686
    )Deferred compensation
    
    
    
    
    
    
    (8
    )Accumulated deficit
    
    
    (6,142
    )
    
    
    (15,427
    )Accumulated other comprehensive income
    
    
    2,938
    
    
    
    3,064Total shareholders equity
    
    
    59,506
    
    
    
    47,451Total liabilities and shareholders equity
    
    $
    83,302
    
    
    $
    57,620
  F-4




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##### Table of Contents



MITCHAM INDUSTRIES, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
 Year Ended January 31,2007
    
    
    2006
    
    
    2005Revenues:Equipment leasing
    
    $
    24,942
    
    
    $
    22,104
    
    
    $
    17,086Lease pool equipment sales
    
    
    4,297
    
    
    
    5,218
    
    
    
    6,282Seamap equipment sales
    
    
    11,227
    
    
    
    4,020
    
    
    
    Other equipment sales
    
    
    8,444
    
    
    
    3,247
    
    
    
    3,000Total revenues
    
    
    48,910
    
    
    
    34,589
    
    
    
    26,368Cost of sales:Direct costs  equipment leasing
    
    
    2,167
    
    
    
    2,907
    
    
    
    1,644Direct costs  lease pool depreciation
    
    
    7,612
    
    
    
    8,310
    
    
    
    10,359Cost of lease pool equipment sales
    
    
    1,961
    
    
    
    950
    
    
    
    2,583Cost of Seamap and other equipment sales
    
    
    14,087
    
    
    
    4,080
    
    
    
    2,043Impairment of lease pool assets
    
    
    
    
    
    
    617
    
    
    
    Total cost of sales
    
    
    25,827
    
    
    
    16,864
    
    
    
    16,629Gross profit
    
    
    23,083
    
    
    
    17,725
    
    
    
    9,739Operating expenses:General and administrative
    
    
    14,970
    
    
    
    9,437
    
    
    
    6,969Provision for doubtful accounts
    
    
    251
    
    
    
    188
    
    
    
    155Depreciation and amortization
    
    
    1,307
    
    
    
    648
    
    
    
    237Total operating expenses
    
    
    16,528
    
    
    
    10,273
    
    
    
    7,361Operating income
    
    
    6,555
    
    
    
    7,452
    
    
    
    2,378Other income (expense):Interest income
    
    
    987
    
    
    
    528
    
    
    
    120Interest expense
    
    
    (151
    )
    
    
    (106
    )
    
    
    (191
    )Other, net
    
    
    66
    
    
    
    17
    
    
    
    19Total other income (expense)
    
    
    902
    
    
    
    439
    
    
    
    (52
    )Income from continuing operations before income taxes
    
    
    7,457
    
    
    
    7,891
    
    
    
    2,326Provision (benefit) for income taxes
    
    
    (1,828
    )
    
    
    (2,964
    )
    
    
    277Income from continuing operations
    
    
    9,285
    
    
    
    10,855
    
    
    
    2,049Income from discontinued operations
    
    
    
    
    
    
    
    
    
    
    80Net income
    
    $
    9,285
    
    
    $
    10,855
    
    
    $
    2,129Income per common share from continuing operations:Basic
    
    $
    0.97
    
    
    $
    1.19
    
    
    $
    0.23Diluted
    
    $
    0.93
    
    
    $
    1.10
    
    
    $
    0.22Income per common share from discontinued operations:Basic and diluted
    
    $
    
    
    
    $
    
    
    
    $
    0.01Net income per common share  basic
    
    $
    0.97
    
    
    $
    1.19
    
    
    $
    0.24Net income per common share  diluted
    
    $
    0.93
    
    
    $
    1.10
    
    
    $
    0.23Shares used in computing income per common share:Basic
    
    
    9,596
    
    
    
    9,126
    
    
    
    8,849Diluted
    
    
    10,026
    
    
    
    9,844
    
    
    
    9,304
  F-5




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##### Table of Contents



MITCHAM INDUSTRIES, INC.
 
 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
AND COMPREHENSIVE INCOME
(In thousands)
 Years Ended January 31, 2005, 2006 and 2007AccumulatedOtherAdditional
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    ComprehensiveCommon Stock
    
    
    Paid-In
    
    
    Treasury
    
    
    Accumulated
    
    
    Deferred
    
    
    IncomeShares
    
    
    Amount
    
    
    Capital
    
    
    Stock
    
    
    Deficit
    
    
    Compensation
    
    
    (Loss)
    
    
    TotalBalances, January 31,
2004
    
    
    9,715
    
    
    
    97
    
    
    
    61,913
    
    
    
    (4,686
    )
    
    
    (28,411
    )
    
    
    (83
    )
    
    
    1,967
    
    
    
    30,797Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,129
    
    
    
    
    
    
    
    
    
    
    
    2,129Foreign currency
translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    171
    
    
    
    171Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,300Issuance of common
stock upon exercise of
options
    
    
    171
    
    
    
    2
    
    
    
    317
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    319Restricted stock issued
    
    
    20
    
    
    
    
    
    
    
    95
    
    
    
    
    
    
    
    
    
    
    
    (95
    )
    
    
    
    
    
    
    Amortization of
restricted stock
grants, net of
cancellations
    
    
    (12
    )
    
    
    
    
    
    
    (23
    )
    
    
    
    
    
    
    
    
    
    
    84
    
    
    
    
    
    
    
    61Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    400
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    400Balances, January 31,
2005
    
    
    9,894
    
    
    
    99
    
    
    
    62,702
    
    
    
    (4,686
    )
    
    
    (26,282
    )
    
    
    (94
    )
    
    
    2,138
    
    
    
    33,877Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,855
    
    
    
    
    
    
    
    
    
    
    
    10,855Foreign currency
translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    926
    
    
    
    926Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,781Issuance of common
stock upon exercise of
options
    
    
    471
    
    
    
    5
    
    
    
    1,635
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,640Amortization of
restricted stock , net
of cancellations
    
    
    (5
    )
    
    
    
    
    
    
    (9
    )
    
    
    
    
    
    
    
    
    
    
    86
    
    
    
    
    
    
    
    77Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    76
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    76Balances, January 31,
2006
    
    
    10,360
    
    
    $
    104
    
    
    $
    64,404
    
    
    $
    (4,686
    )
    
    $
    (15,427
    )
    
    $
    (8
    )
    
    $
    3,064
    
    
    $
    47,451Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,285
    
    
    
    
    
    
    
    
    
    
    
    9,285Foreign currency
translation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (126
    )
    
    
    (126
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,159Issuance of common
stock upon exercise of
options, net of stock
surrendered as payment
of option price
    
    
    204
    
    
    
    2
    
    
    
    954
    
    
    
    (95
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    861Restricted stock issued
    
    
    37
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Reclass of deferred
compensation
    
    
    
    
    
    
    
    
    
    
    (8
    )
    
    
    
    
    
    
    
    
    
    
    8
    
    
    
    
    
    
    
    Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    1,645
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,645Tax benefit from
exercise of stock
options
    
    
    
    
    
    
    
    
    
    
    390
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    390Balances, January 31,
2007
    
    
    10,601
    
    
    $
    106
    
    
    $
    67,385
    
    
    $
    (4,781
    )
    
    $
    (6,142
    )
    
    $
    
    
    
    $
    2,938
    
    
    $
    59,506
  F-6




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##### Table of Contents



MITCHAM INDUSTRIES, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In thousands)
 Year Ended January 31,2007
    
    
    2006
    
    
    2005Cash flows from operating activities:Net income
    
    $
    9,285
    
    
    $
    10,855
    
    
    $
    2,129Adjustments to reconcile net income to net cash provided by operating
activities:Depreciation and amortization
    
    
    8,919
    
    
    
    8,958
    
    
    
    10,596Impairment of assets
    
    
    
    
    
    
    617
    
    
    
    Stock-based compensation
    
    
    1,645
    
    
    
    153
    
    
    
    461Provision for doubtful accounts, net of charge-offs and recoveries
    
    
    251
    
    
    
    104
    
    
    
    133Provision for inventory obsolescence, net of charge-offs
    
    
    144
    
    
    
    Gross profit from sale of lease pool equipment
    
    
    (2,336
    )
    
    
    (4,268
    )
    
    
    (3,699
    )Excess tax benefit from exercise of non-qualified stock options
    
    
    (390
    )
    
    
    
    
    
    
    Provision for deferred income taxes
    
    
    (2,523
    )
    
    
    (3,000
    )
    
    
    Changes in:Trade accounts and notes receivable
    
    
    (6,778
    )
    
    
    (808
    )
    
    
    (1,585
    )Inventories
    
    
    (5,088
    )
    
    
    (268
    )
    
    
    Current assets of discontinued operations
    
    
    354
    
    
    
    39
    
    
    
    505Income taxes payable
    
    
    295
    
    
    
    2
    
    
    
    284Accounts payable, accrued expenses and other current liabilities
    
    
    1,054
    
    
    
    (1,093
    )
    
    
    2,685Current liabilities of discontinued operations
    
    
    
    
    
    
    (4
    )
    
    
    (385
    )Prepaids and other, net
    
    
    (1,246
    )
    
    
    (86
    )
    
    
    (67
    )Net cash provided by operating activities
    
    
    3,586
    
    
    
    11,201
    
    
    
    11,057Cash flows from investing activities:Sales from used lease pool equipment
    
    
    4,297
    
    
    
    5,218
    
    
    
    6,282Acquisition of Seamap, net of $1,027 cash acquired in 2006
    
    
    (1,000
    )
    
    
    (2,537
    )
    
    
    Purchases of short-term investments
    
    
    
    
    
    
    (6,000
    )
    
    
    Redemptions of short-term investments
    
    
    2,550
    
    
    
    3,450
    
    
    
    Purchases of seismic equipment held for lease
    
    
    (12,868
    )
    
    
    (8,186
    )
    
    
    (6,253
    )Purchases of property and equipment
    
    
    (1,677
    )
    
    
    (784
    )
    
    
    (377
    )Long-term assets of discontinued operations
    
    
    
    
    
    
    216
    
    
    
    275Net cash used in investing activities
    
    
    (8,698
    )
    
    
    (8,623
    )
    
    
    (73
    )Cash flows from financing activities:Payments on borrowings
    
    
    
    
    
    
    (918
    )
    
    
    (4,999
    )Proceeds from issuance of common stock upon exercise of options, net of
shares surrendered during exercises
    
    
    861
    
    
    
    1,640
    
    
    
    319Excess tax benefit from exercise of non-qualified stock options
    
    
    390
    
    
    
    
    
    
    
    Net cash provided by (used in) financing activities
    
    
    1,251
    
    
    
    722
    
    
    
    (4,680
    )Effect of changes in foreign exchange rates on cash and cash equivalents
    
    
    5
    
    
    
    
    
    
    
    Net (decrease) increase in cash and cash equivalents
    
    
    (3,856
    )
    
    
    3,300
    
    
    
    6,304Cash and cash equivalents, beginning of year
    
    
    16,438
    
    
    
    13,138
    
    
    
    6,834Cash and cash equivalents, end of year
    
    $
    12,582
    
    
    $
    16,438
    
    
    $
    13,138
  F-7




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##### Table of Contents



Mitcham Industries, Inc.
 
 Notes to Consolidated Financial Statements
 (In thousands, except for per share amounts)
 1. Organization and Summary of Significant Accounting Policies
 Organization
 Revenue Recognition of Leasing Arrangements
 Revenue Recognition of Equipment Sales
 Notes receivable
  Allowance for doubtful accounts
 Cash and Cash Equivalents
 Short-term Investments 
 Inventories
 Seismic Equipment Lease Pool
 F-8




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##### Table of Contents



Mitcham Industries, Inc.
Notes to Consolidated Financial Statements  continued
(In thousands, except for per share amounts
  Property and Equipment
 Intangible Assets 
 Impairment Accounting For the Impairment or Disposal of Long-Lived Assets (SFAS 144) .
 Income Taxes
 Accounting for 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
    
    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
 F-9




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##### Table of Contents



Mitcham Industries, Inc.
Notes to Consolidated Financial Statements  continued
(In thousands, except for per share amounts
   Fair Value of Financial Instruments -
 Foreign Currency Translation
 Stock-Based Compensation  Share-Based Payment Accounting for Stock-Based Compensation Accounting for Stock Issued to
Employees
 Earnings Per Share
 Year Ended January 31,2007
    
    2006
    
    2005Stock options
    
    
    409
    
    
    
    706
    
    
    
    451Restricted stock
    
    
    10
    
    
    
    
    
    
    
    Warrants
    
    
    11
    
    
    
    12
    
    
    
    4Total dilutive shares
    
    
    430
    
    
    
    718
    
    
    
    455
 Reclassifications
 F-10




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##### Table of Contents



Mitcham Industries, Inc.
Notes to Consolidated Financial Statements  continued
(In thousands, except for per share amounts
 2. New Accounting Pronouncements
 Accounting for Uncertainty in Income Taxes
  Fair Value Measurements
 The Fair Value Option for Financial Assets
and Financial Liabilities
 3. Supplemental Statements of Cash Flows Information
  Year Ended January 31,2007
    
    2006
    
    2005Interest paid, continuing operations
    
    $
    157
    
    
    $
    22
    
    
    $
    190Interest paid, discontinued operations
    
    
    
    
    
    
    
    
    
    
    8Taxes paid (refunded), net
    
    
    239
    
    
    
    
    
    
    
    Note payable issued to prior owners of Seamap
    
    
    
    
    
    
    3,000
    
    
    
    Seismic equipment acquired in exchange for
cancellation of accounts receivable
    
    
    
    
    
    
    192
    
    
    
    685Seismic equipment purchases included in
accounts payable at year-end
    
    
    12,600
    
    
    
    
    
    
    
    
 F-11




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##### Table of Contents



Mitcham Industries, Inc.
Notes to Consolidated Financial Statements  continued
(In thousands, except for per share amounts
 4. Inventories
  January 31,2007
    
    
    2006Raw materials
    
    $
    3,996
    
    
    $
    542Finished goods
    
    
    2,023
    
    
    
    293Work in progress
    
    
    1,686
    
    
    
    382Cost of inventories
    
    
    7,705
    
    
    
    1,217Less allowance for obsolescence
    
    
    (397
    )
    
    
    (62
    )Net inventories
    
    $
    7,308
    
    
    $
    1,155
 5. Notes Receivable
  6. Seismic Equipment Lease Pool and Property and Equipment
  January 31,2007
    
    
    2006Recording channels
    
    $
    44,148
    
    
    $
    32,711Other peripheral equipment
    
    
    44,153
    
    
    
    42,981Cost of seismic equipment lease pool
    
    
    88,301
    
    
    
    75,692Land and buildings
    
    
    366
    
    
    
    366Furniture and fixtures
    
    
    4,347
    
    
    
    2,608Autos and trucks
    
    
    382
    
    
    
    357Cost of property and equipment
    
    
    5,095
    
    
    
    3,331Cost of seismic equipment lease pool and property and equipment
    
    
    93,396
    
    
    
    79,023Less accumulated depreciation
    
    
    (57,964
    )
    
    
    (59,099
    )Net book value of property and equipment
    
    $
    35,432
    
    
    $
    19,924
 As of January 31,Location of property and equipment:
    
    2007
    
    
    2006United States
    
    $
    34,010
    
    
    $
    41,952Canada
    
    
    40,597
    
    
    
    27,837Australia
    
    
    8,148
    
    
    
    8,982Russia
    
    
    8,658
    
    
    
    Singapore
    
    
    746
    
    
    
    108United Kingdom
    
    
    1,237
    
    
    
    144Total
    
    $
    93,396
    
    
    $
    79,023
 F-12




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##### Table of Contents



Mitcham Industries, Inc.
Notes to Consolidated Financial Statements  continued
(In thousands, except for per share amounts
 7. Goodwill and Other Intangible Assets
 Weighted
    
    
    January 31, 2007
    
    
    January 31, 2006Average
    
    
    Gross
    
    
    
    
    
    
    Net
    
    
    Gross
    
    
    
    
    
    
    NetLife at
    
    
    Carrying
    
    
    Accumulated
    
    
    Carrying
    
    
    Carrying
    
    
    Accumulated
    
    
    Carrying1/31/07
    
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    Amount
    
    
    Amortization
    
    
    AmountGoodwill
    
    
    
    
    
    $
    3,358
    
    
    
    
    
    
    
    
    
    
    $
    2,358Proprietary rights
    
    
    13.4
    
    
    $
    1,850
    
    
    $
    (195
    )
    
    $
    1,655
    
    
    $
    1,850
    
    
    $
    (72
    )
    
    $
    1,778Covenants not-to-compete
    
    
    1.4
    
    
    
    1,000
    
    
    
    (528
    )
    
    
    472
    
    
    
    1,000
    
    
    
    (194
    )
    
    
    806Amortizable intangible assets
    
    
    
    
    
    $
    2,850
    
    
    $
    (723
    )
    
    $
    2,127
    
    
    $
    2,850
    
    
    $
    (266
    )
    
    $
    2,584
  For fiscal year ended January 31, :2008
    
    $
    4572009
    
    
    2622010
    
    
    1232011
    
    
    1232012 and thereafter
    
    
    1,162Total
    
    $
    2,127
  8. Long-Term Debt and Notes Payable
     F-13




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##### Table of Contents



Mitcham Industries, Inc.
Notes to Consolidated Financial Statements  continued
(In thousands, except for per share amounts
 9. Shareholders Equity
    10. Income Taxes
  January 31,2007
    
    
    2006
    
    
    2005Current:Federal
    
    $
    406
    
    
    $
    130
    
    
    $
    108Foreign
    
    
    289
    
    
    
    (94
    )
    
    
    169State
    
    
    
    
    
    
    
    
    
    
    695
    
    
    
    36
    
    
    
    277Deferred
    
    
    (2,523
    )
    
    
    (3,000
    )
    
    
    Income tax (benefit) expense
    
    $
    (1,828
    )
    
    $
    (2,964
    )
    
    $
    277
  Year Ended January 31,2007
    
    
    2006
    
    
    2005Federal income tax expense at 34%
    
    $
    2,534
    
    
    $
    2,683
    
    
    $
    818Tax credit utilization
    
    
    
    
    
    
    (105
    )
    
    
    Utilization of valuation allowance
    
    
    
    
    
    
    (2,921
    )
    
    
    (388
    )Reversal/release of valuation allowance
    
    
    (5,954
    )
    
    
    (3,000
    )
    
    
    Decrease in foreign effective tax rate
    
    
    1,032
    
    
    
    
    
    
    
    Foreign exchange gain
    
    
    631
    
    
    
    
    
    
    
    Permanent differences
    
    
    (131
    )
    
    
    27
    
    
    
    (20
    )Foreign effective tax rate differential
    
    
    (198
    )
    
    
    258
    
    
    
    (133
    )Other
    
    
    258
    
    
    
    94
    
    
    
    $
    (1,828
    )
    
    $
    (2,964
    )
    
    $
    277
 F-14




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##### Table of Contents



Mitcham Industries, Inc.
Notes to Consolidated Financial Statements  continued
(In thousands, except for per share amounts
  January 31,2007
    
    
    2006Deferred tax assets:Foreign net operating loss carry forwards
    
    $
    3,472
    
    
    $
    6,926U.S. net operating loss carry forward
    
    
    
    
    
    
    651U.S. net operating loss carry forward attributable
to excess stock option deductions
    
    
    1,582
    
    
    
    903Tax credit carry forwards
    
    
    1,115
    
    
    
    426Stock option book expense under FAS 123R
    
    
    524
    
    
    
    Depreciation difference
    
    
    482
    
    
    
    840Allowance for doubtful accounts
    
    
    376
    
    
    
    367Allowance for inventory obsolescence
    
    
    68
    
    
    
    263Impairment of fixed assets
    
    
    166
    
    
    
    Accruals not yet deductible for tax purposes
    
    
    137
    
    
    
    92Gross deferred tax assets
    
    
    7,922
    
    
    
    10,468Valuation allowance
    
    
    (1,583
    )
    
    
    (7,468
    )Net assets
    
    
    6,339
    
    
    
    3,000Deferred tax liabilities:Undistributed earnings of controlled foreign
corporations not permanently reinvested
    
    
    (664
    )
    
    
    Unrealized foreign exchange gain (loss)
    
    
    (98
    )
    
    
    Net liabilities
    
    
    (762
    )
    
    
    Deferred tax assets, net
    
    $
    5,577
    
    
    $
    3,000
    
    
    the Companys recent history of profitable operations in various jurisdictions;
    
    anticipated positive taxable income in various jurisdictions;
    
    the time periods available to utilize tax loss and credit carry forwards; and
 F-15




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##### Table of Contents



Mitcham Industries, Inc.
Notes to Consolidated Financial Statements  continued
(In thousands, except for per share amounts
 
    
    general economic conditions and expectations in the Companys industry.
 11. Acquisitions
 Business Combinations
   Working capital
    
    $
    1,203Equipment
    
    
    153Covenant notto-compete
    
    
    1,000Proprietary rights
    
    
    1,850Goodwill
    
    
    2,358Total purchase price
    
    $
    6,564
  Pro Forma Results of Operations
  Year EndedJanuary 31,2006Revenues
    
    $
    39,629Income from continuing operations before income taxes
    
    $
    8,824Net income
    
    $
    11,702
 F-16




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##### Table of Contents



Mitcham Industries, Inc.
Notes to Consolidated Financial Statements  continued
(In thousands, except for per share amounts
 Earnings per common share:
 Basic
    
    $
    1.28Diluted
    
    $
    1.19
 12. Commitments and Contingencies
 Sercel Lease Agreement
 Employment Agreement
 Seamap Acquisition 
 Purchase Obligations
 13. Discontinued Operations
   Year Ended January 31,2007
    
    
    2006
    
    
    2005Revenues
    
    $
    
    
    
    $
    
    
    
    $
    Pretax income
    
    $
    
    
    
    $
    
    
    
    $
    80
 F-17




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##### Table of Contents



Mitcham Industries, Inc.
Notes to Consolidated Financial Statements  continued
(In thousands, except for per share amounts
 January 31,2007
    
    
    2006
    
    
    2005Accounts and notes receivable from discontinued operations
    
    $
    
    
    
    $
    355
    
    
    $
    498Other current assets from discontinued operations
    
    $
    
    
    
    $
    11
    
    
    $
    111Net property plant and equipment from discontinued operations
    
    $
    
    
    
    $
    
    
    
    $
    Accounts payable and accrued liabilities from discontinued
operations
    
    $
    
    
    
    $
    10
    
    
    $
    14
 14. Stock Option Plans
 Accounting for Stock-Based Compensation
   Weighted average Black-Scholes-Merton fair value assumptions
 Year ended January 31,2007
    
    2006
    
    2005Risk free interest rate
    
    4.7  5.2%
    
    3.0%
    
    3.0%Expected life
    
    3.9  6.3 yrs
    
    8 yrs
    
    8 yrsExpected volatility
    
    54 - 67%
    
    67 - 68%
    
    67 - 69%Expected dividend yield
    
    0.0%
    
    0.0%
    
    0.0%
  F-18




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##### Table of Contents



Mitcham Industries, Inc.
Notes to Consolidated Financial Statements  continued
(In thousands, except for per share amounts
   Stock Based Compensation Activity
  WeightedAverageWeighted
    
    
    RemainingAverage
    
    
    Contractual
    
    
    AggregateNumber of
    
    
    Exercise
    
    
    Term
    
    
    IntrinsicShares
    
    
    Price
    
    
    (in years)
    
    
    ValueOutstanding, February 1, 2004
    
    
    1,395
    
    
    $
    3.91Granted
    
    
    353
    
    
    
    4.97Exercised
    
    
    (171
    )
    
    
    1.86Canceled or expired
    
    
    (194
    )
    
    
    5.68Outstanding, January 31, 2005
    
    
    1,383
    
    
    $
    4.19Granted
    
    
    176
    
    
    
    8.41Exercised
    
    
    (471
    )
    
    
    3.86Canceled or expired
    
    
    (33
    )
    
    
    3.63Outstanding, January 31, 2006
    
    
    1,055
    
    
    $
    5.15Granted
    
    
    357
    
    
    
    13.36Exercised
    
    
    (197
    )
    
    
    4.85Canceled or expired
    
    
    (7
    )
    
    
    15.83Outstanding, January 31, 2007
    
    
    1,208
    
    
    $
    7.57
    
    
    
    6.88
    
    
    $
    7,596Exercisable at January 31, 2007
    
    
    884
    
    
    $
    5.14
    
    
    
    5.80
    
    
    $
    7,547Vested and expected to vest at
January 31, 2007
    
    
    1,189
    
    
    $
    7.57
    
    
    
    6.88
    
    
    $
    7,594
  F-19




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##### Table of Contents



Mitcham Industries, Inc.
Notes to Consolidated Financial Statements  continued
(In thousands, except for per share amounts
     Year Ended January 31,2007WeightedAverageNumber
    
    
    Grantof
    
    
    Date FairShares
    
    
    ValueUnvested, beginning of period
    
    
    9
    
    
    $
    1.90Granted
    
    
    38
    
    
    
    13.15Vested
    
    
    (9
    )
    
    
    2.72Canceled
    
    
    
    
    
    
    Unvested, end of period
    
    
    38
    
    
    $
    13.10
    Year Ended January 31,2006
    
    
    2005Pro forma impact of fair value methodReported income from continuing operations
attributable to common shareholders
    
    $
    10,855
    
    
    $
    2,049Less: fair value impact of employee stock compensation
    
    
    (1,104
    )
    
    
    (402
    )Pro forma income from continuing operations
attributable to common shareholders
    
    $
    9,751
    
    
    $
    1,647Reported net income
    
    $
    10,855
    
    
    $
    2,129Income (loss) per common shareBasic  as reported income from continuing operations
    
    $
    1.19
    
    
    $
    0.23Diluted  as reported income from continuing
operations
    
    $
    1.10
    
    
    $
    0.22Basic  pro forma income from continuing operations
    
    $
    1.07
    
    
    $
    0.19Diluted  pro forma income from continuing operations
    
    $
    0.99
    
    
    $
    0.18Basic  as reported net income
    
    $
    1.19
    
    
    $
    0.24Diluted  as reported net income
    
    $
    1.10
    
    
    $
    0.23Basic  pro forma net income
    
    $
    1.07
    
    
    $
    0.20Diluted  pro forma net income
    
    $
    0.99
    
    
    $
    0.19
 F-20




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##### Table of Contents



Mitcham Industries, Inc.
Notes to Consolidated Financial Statements  continued
(In thousands, except for per share amounts
 15. Segment Reporting
 Disclosures about
Segments of an Enterprise and Related Information.
    As of January 31, 2007
    
    As of January 31, 2006Equipment
    
    
    
    
    
    
    
    
    
    EquipmentLeasing
    
    Seamap
    
    Consolidated
    
    Leasing
    
    Seamap
    
    ConsolidatedFixed assets, net
    
    $
    34,523
    
    
    $
    1,378
    
    
    $
    35,432
    
    
    $
    19,694
    
    
    $
    230
    
    
    $
    19,924Intangible assets, net
    
    $
    
    
    
    $
    2,127
    
    
    $
    2,127
    
    
    
    
    
    
    
    2,584
    
    
    
    2,584Goodwill
    
    $
    
    
    
    $
    3,358
    
    
    $
    3,358
    
    
    
    
    
    
    
    2,358
    
    
    
    2,358
 For the Year Ended
    
    For the Year EndedJanuary 31, 2007
    
    January 31, 2006Equipment
    
    
    
    
    
    
    
    
    
    EquipmentLeasing
    
    Seamap
    
    Consolidated
    
    Leasing
    
    Seamap
    
    ConsolidatedRevenues
    
    $
    37,683
    
    
    $
    12,274
    
    
    $
    48,910
    
    
    $
    30,569
    
    
    $
    4,020
    
    
    $
    34,589Interest income (expense), net
    
    $
    925
    
    
    $
    (89
    )
    
    $
    836
    
    
    $
    418
    
    
    $
    4
    
    
    $
    422Income (loss) before taxes
    
    $
    10,793
    
    
    $
    (2,869
    )
    
    $
    7,457
    
    
    $
    8,322
    
    
    $
    (431
    )
    
    $
    7,891Capital expenditures
    
    $
    13,591
    
    
    $
    1,423
    
    
    $
    14,545
    
    
    $
    8,857
    
    
    $
    113
    
    
    $
    8,970Depreciation and amortization expense
    
    $
    8,074
    
    
    $
    857
    
    
    $
    8,919
    
    
    $
    8,649
    
    
    $
    309
    
    
    $
    8,958
  F-21




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##### Table of Contents



Mitcham Industries, Inc.
Notes to Consolidated Financial Statements  continued
(In thousands, except for per share amounts
 16. Quarterly Financial Data (Unaudited)
 Fiscal Year
    
    April 30
    
    July 31
    
    October 31
    
    January 31Net sales, continuing operations:
    
    
    2007
    
    
    $
    14,115
    
    
    $
    10,959
    
    
    $
    12,741
    
    
    $
    11,0952006
    
    
    
    7,638
    
    
    
    7,002
    
    
    
    9,815
    
    
    
    10,134Gross profit:
    
    
    2007
    
    
    
    7,297
    
    
    
    5,132
    
    
    
    5,910
    
    
    
    4,7442006
    
    
    
    4,248
    
    
    
    3,242
    
    
    
    5,420
    
    
    
    4,815Income before income taxes:
    
    
    2007
    
    
    
    3,623
    
    
    
    1,204
    
    
    
    2,539
    
    
    
    912006
    
    
    
    2,304
    
    
    
    1,045
    
    
    
    2,907
    
    
    
    1,635Incomes taxes (benefit):
    
    
    2007
    
    
    
    184
    
    
    
    (49
    )
    
    
    (1,324
    )
    
    
    (639
    )2006
    
    
    
    162
    
    
    
    (194
    )
    
    
    57
    
    
    
    (2,989
    )Net income:
    
    
    2007
    
    
    
    3,439
    
    
    
    1,253
    
    
    
    3,863
    
    
    
    7302006
    
    
    
    2,142
    
    
    
    1,239
    
    
    
    2,850
    
    
    
    4,624Income per common share  basic:
    
    
    2007
    
    
    $
    0.36
    
    
    $
    0.13
    
    
    $
    0.40
    
    
    $
    0.082006
    
    
    $
    0.24
    
    
    $
    0.14
    
    
    $
    0.31
    
    
    $
    0.50Income per common share  diluted:
    
    
    2007
    
    
    $
    0.33
    
    
    $
    0.12
    
    
    $
    0.38
    
    
    $
    0.072006
    
    
    $
    0.22
    
    
    $
    0.13
    
    
    $
    0.29
    
    
    $
    0.46
 17. Leases
     For fiscal years ending:2008
    
    $
    6362009
    
    $
    7302010
    
    $
    5562011
    
    $
    4762012 and thereafter
    
    $
    573
 F-22




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##### Table of Contents



Mitcham Industries, Inc.
Notes to Consolidated Financial Statements  concluded
(In thousands, except for per share amounts
 18. Concentrations
 Credit Risk
  Industry Concentration
 Supplier Concentration
 19. Sales and Major Customers
  Year Ended January 31,2007
    
    
    2006
    
    
    2005Canada
    
    $
    8,302
    
    
    $
    8,914
    
    
    $
    6,587UK / Europe
    
    
    9,318
    
    
    
    2,355
    
    
    
    1,950South America
    
    
    3,050
    
    
    
    3,220
    
    
    
    2,931Asia/Australia
    
    
    9,713
    
    
    
    10,479
    
    
    
    7,170Eurasia
    
    
    4,998
    
    
    
    
    
    
    
    Other
    
    
    1,940
    
    
    
    233
    
    
    
    489Totals
    
    $
    37,321
    
    
    $
    25,201
    
    
    $
    19,127
  F-23




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON FINANCIAL STATEMENT SCHEDULES
 
   
 F-24




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##### Table of Contents



SCHEDULE II
MITCHAM INDUSTRIES, INC.
VALUATION AND QUALIFYING ACCOUNTS
 Col. A
    
    Col. B
    
    Col. C(1)
    
    Col. D
    
    Col. EAdditionsBalance at Beginning
    
    Charged to Costs
    
    Deductions
    
    Balance at End ofDescription
    
    of Period
    
    and Expenses
    
    Describe
    
    PeriodJanuary 31, 2007Allowance for
doubtful accounts
    
    $
    1,173
    
    
    $
    250
    
    
    $
    (211)
    (A)
    
    $
    1,212January 31, 2006Allowance for
doubtful accounts
    
    $
    1,009
    
    
    $
    188
    
    
    $
    (22)
    (A)
    
    $
    1,173January 31, 2005Allowance for
doubtful accounts
    
    $
    876
    
    
    $
    155
    
    
    $
    (22)
    (A)
    
    $
    1,009
 
 (A)
    
    Represents recoveries and uncollectible accounts written off. Note: C(2)
 Col. A
    
    Col. B
    
    Col. C(1)
    
    Col. D
    
    Col. EAdditionsBalance at Beginning
    
    Charged to Costs
    
    Deductions
    
    Balance at End ofDescription
    
    of Period
    
    and Expenses
    
    Describe
    
    PeriodJanuary 31, 2007Allowance for
obsolete
equipment and
inventory
    
    $
    351
    
    
    $
    224
    
    
    $
    (23)
    (A)
    
    $
    552January 31, 2006Allowance for
obsolete
equipment and
inventory
    
    $
    519
    
    
    $
    15
    
    
    $
    (183)
    (A)
    
    $
    351January 31, 2005Allowance for
obsolete
equipment and
inventory
    
    $
    194
    
    
    $
    409
    
    
    $
    (84)
    (A)
    
    $
    519
 
 (A)
    
    Represents sale or scrap of obsolete equipment. Note: C(2)
 F-25




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##### Table of Contents



EXHIBIT INDEX
 SEC File orExhibit
    
    
    
    
    
    Registration
    
    ExhibitNumber
    
    Document Description
    
    Report or Registration Statement
    
    Number
    
    Reference3.1
    
    Amended and Restated Articles of
Incorporation of Mitcham
Industries, Inc.
    
    Incorporated by reference to Mitcham
Industries, Inc.s Registration Statement
on Form S-8, filed with the SEC on August
9, 2001.
    
    333-67208
    
    
    3.13.2
    
    Second Amended and Restated
Bylaws of Mitcham Industries,
Inc.
    
    Incorporated by reference to Mitcham
Industries, Inc.s Annual Report on Form
10-K for the fiscal year ended January
31, 2004, filed with the SEC on May 28,
2004.
    
    000-25142
    
    
    3.210.1*
    
    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*
    
    Separation Agreement and Release,
effective as of
August 23, 2006, between Michael
A. Pugh and Mitcham
Industries, Inc.
    
    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
    
    
    10.110.3*
    
    Mitcham Industries, Inc. 1994
Stock Option Plan10.4*
    
    Mitcham Industries, Inc. 1994
Non-Employee Director Stock
Option Plan10.5*
    
    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 A10.6*
    
    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
    
    
    10.310.7*
    
    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 A10.8*
    
    Mitcham Industries,
Inc. Stock Awards Plan
    
    Incorporated by
reference to
Exhibit A of
Mitcham Industries,
Inc.s proxy
statement for the
fiscal year ended
January 31, 2006,
filed with the SEC
on May 31, 2006.
    
    000-25142




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##### Table of Contents



SEC File orExhibit
    
    
    
    
    
    Registration
    
    ExhibitNumber
    
    Document Description
    
    Report or Registration Statement
    
    Number
    
    Reference10.9*
    
    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
    
    
    10.310.10*
    
    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
    
    
    10.410.11*
    
    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
    
    
    10.510.12*
    
    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
    
    
    10.110.13*
    
    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
    
    
    10.210.14*
    
    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
    
    
    10.410.15*
    
    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
    
    
    10.510.16*
    
    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
    
    
    10.610.17*
    
    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
    
    
    10.710.18*
    
    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
    
    
    10.810.19*
    
    Summary of Non-Employee Director
Compensation10.20
    
    Warrant No. M-7, dated July 18,
2001, issued to Bear Ridge
Capital, L.L.C.
    
    Incorporated by reference to Mitcham
Industries, Inc.s Annual Report on Form
10-K for the fiscal year ended January
31, 2002, filed with the SEC on May 1,
2002.
    
    000-25142
    
    
    10.1410.21
    
    Exclusive Lease Agreement,
dated September 12, 2006,
between Sercel, Inc.
and Mitcham Industries, Inc.
    
    Incorporated by
reference to
Mitcham Industries,
Inc.s Current
Report on Form 8-K,
filed with the SEC
on September 12,
2006.
    
    000-25142
    
    
    10.110.22
    
    Loan Agreement, dated March 30,
2004, between Mitcham Industries,
Inc. and First Victoria National
Bank
    
    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
    
    
    10.1610.23
    
    Renewal Extension and
Modification Agreement, dated
January 31, 2007, between
Mitcham Industries, Inc. and
First Victoria Bank10.24
    
    Stock Purchase Agreement,
effective as of July 1, 2005,
between Mitcham Industries, Inc.
and Mark Welker, Tomoko Welker,
Chew Kok Lee Pinnington, Michael
Pinnington, Timothy Pinnington
and Phillip Bull.
    
    Incorporated by reference to Mitcham
Industries, Inc.s Current Report on Form
8-K, filed with the SEC on July 15, 2005.
    
    000-25142
    
    
    10.110.25
    
    Amendment to Mitcham Industries,
Inc. 2000 Stock Option Plan




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##### Table of Contents



SEC File orExhibit
    
    
    
    
    
    Registration
    
    ExhibitNumber
    
    Document Description
    
    Report or Registration Statement
    
    Number
    
    Reference21.1
    
    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 amended32.1
    
    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