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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A
 Amendment No. 1
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended January 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 000-25142
 Mitcham Industries, Inc.
  Texas
(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
   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
  Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o o þ
   Class
    
    Outstanding at April 7, 2008Common Stock, $0.01 par value per share
    
    9,797,098 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
    
    
    13Item 2.
    
    Properties
    
    
    13Item 3.
    
    Legal Proceedings
    
    
    13Item 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
    
    
    14Item 6.
    
    Selected Financial Data
    
    
    16Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 7A.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    28Item 8.
    
    Financial Statements and Supplementary Data
    
    
    29Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    29Item 9A.
    
    Controls and Procedures
    
    
    29Item 9B.
    
    Other Information
    
    
    29PART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    30Item 11.
    
    Executive Compensation
    
    
    30Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
    
    
    30Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    30Item 14.
    
    Principal Accounting Fees and Services
    
    
    30PART IVItem 15.
    
    Exhibits, Financial Statement Schedules
    
    
    30Signatures
    
    
    34EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2
  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.
 3




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
    
    Continue to expand international operations.We intend to expand our international
leasing activities in new geographic areas, including the CIS, Europe, the Middle East
and North Africa. 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. However, for legal, tax or
operational reasons, we may decide in the future to establish facilities in additional
locations.
    
    Maintain alliances with major seismic equipment manufacturers.Our relationships with
leading seismic equipment manufacturers allow us to expand our equipment lease pool on
favorable 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
      4




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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, 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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Other Agreements
   Customers, Sales, Backlog and Marketing
     Year Ended January 31,2008
    
    
    2007
    
    
    2006UK / Europe
    
    $
    27,892
    
    
    $
    9,318
    
    
    $
    2,355Canada
    
    
    6,820
    
    
    
    8,302
    
    
    
    8,914South America
    
    
    4,153
    
    
    
    3,050
    
    
    
    3,220Asia/South Pacific
    
    
    9,431
    
    
    
    9,713
    
    
    
    10,479Eurasia (1)
    
    
    10,180
    
    
    
    4,998
    
    
    
    Other (2)
    
    
    4,119
    
    
    
    1,940
    
    
    
    233Totals
    
    $
    62,595
    
    
    $
    37,321
    
    
    $
    25,201
 
 (1)
    
    Comprised of Eastern Europe, the Russian Federation and the CIS(2)
    
    Includes Africa and the Middle East 7




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As of January 31,Location of property and equipment:
    
    2008
    
    
    2007
    
    
    2006United States
    
    $
    19,602
    
    
    $
    12,969
    
    
    $
    11,649Canada
    
    
    27,108
    
    
    
    18,062
    
    
    
    5,883Australia
    
    
    1,861
    
    
    
    1,057
    
    
    
    2,167Russia
    
    
    3,399
    
    
    
    1,965
    
    
    
    Singapore
    
    
    634
    
    
    
    623
    
    
    
    97United Kingdom
    
    
    575
    
    
    
    756
    
    
    
    128Total
    
    $
    53,179
    
    
    $
    35,432
    
    
    $
    19,924
   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
  Significant Defaults of Past-Due Customer Accounts Would Adversely Affect Our Results of
Operations
  9




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We Derive Significant Revenues from Foreign Sales, Which Pose Additional Risks to Our
Operations
  
    
    instability of foreign economies, governments and government-owned oil and gas
companies;
    
    risks of war, political unrest or seizure of assets;
    
    foreign exchange restrictions, laws and other policies affecting trade and
investment; and
    
    the difficulty and cost of enforcing contracts.
  Foreign Currency Exchange Rates Have Increasingly Materially Affected Our Financial
Statements
  Our Operations and Financial Condition Will Be Materially Adversely Affected if We Are
Unable to Continually Obtain Additional Lease Contracts
  Our Failure to Attract and Retain Key Personnel Could Adversely Affect Our Operations
  Our Seismic Lease Pool is Subject to Technological Obsolescence
  10




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Seasonal Conditions Cause 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
  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.
  11




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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.
   Our Stock Price is Subject to Volatility
  Recent Growth Many Not Be Sustainable
  12




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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
  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 LeasedHuntsville, Texas
    
    Office and warehouse
    
    25,000 (on six acres)
    
    OwnedCalgary, Alberta, Canada
    
    Office and warehouse
    
    
    33,500
    
    
    LeasedSalisbury, Australia
    
    Office and warehouse
    
    
    4,400
    
    
    LeasedSingapore
    
    Office and warehouse
    
    
    20,000
    
    
    LeasedShepton Mallet, United
Kingdom
    
    Office and warehouse
    
    
    12,300
    
    
    LeasedUfa, Bashkortostan, Russia
    
    Office and warehouse
    
    
    6,000
    
    
    Leased
 
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
  13




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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, 2008:First Quarter
    
    $
    16.43
    
    
    $
    12.75Second Quarter
    
    
    20.64
    
    
    
    14.00Third Quarter
    
    
    21.98
    
    
    
    15.30Fourth Quarter
    
    
    21.92
    
    
    
    15.76Fiscal Year Ended January 31, 2007:First Quarter
    
    $
    25.95
    
    
    $
    14.62Second Quarter
    
    
    17.66
    
    
    
    10.60Third Quarter
    
    
    13.94
    
    
    
    9.58Fourth Quarter
    
    
    14.99
    
    
    
    10.78
  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.
  14




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1/31/03
    
    1/31/04
    
    1/31/05
    
    1/31/06
    
    1/31/07
    
    1/31/08Mitcham Industries, Inc.
    
    $
    100.0
    
    
    $
    259.03
    
    
    $
    429.17
    
    
    $
    1773.61
    
    
    $
    936.81
    
    
    $
    1166.67S&P Smallcap 600
    
    
    100.0
    
    
    
    147.86
    
    
    
    172.29
    
    
    
    205.71
    
    
    
    223.02
    
    
    
    207.21Peer Company Index
    
    
    100.0
    
    
    
    221.14
    
    
    
    322.14
    
    
    
    528.11
    
    
    
    815.33
    
    
    
    921.32
  Purchases of Equity Securities by the Issuer and Affiliated Purchasers
  15




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Item 6. Selected Financial Data
  Year Ended January 31,2008
    
    2007
    
    2006
    
    2005

    2004(Amounts in thousands, except per share amounts)Total revenues
    
    $
    76,421
    
    
    $
    48,910
    
    
    $
    34,589
    
    
    $
    26,368
    
    
    $
    22,406Income (loss) from continuing operations
    
    
    11,439
    
    
    
    9,285
    
    
    
    10,855
    
    
    
    2,049
    
    
    
    (3,574
    )Income (loss) from continuing
operations per common share  basic
    
    
    1.18
    
    
    
    0.97
    
    
    
    1.19
    
    
    
    0.23
    
    
    
    (0.41
    )Income (loss) from continuing
operations per common share  diluted
    
    
    1.11
    
    
    
    0.93
    
    
    
    1.10
    
    
    
    0.22
    
    
    
    (0.41
    )Balance Sheet Data:Cash and short-term investments
    
    
    13,884
    
    
    
    12,582
    
    
    
    18,988
    
    
    
    13,138
    
    
    
    6,834Seismic equipment lease pool and
property and equipment, net
    
    
    53,179
    
    
    
    35,432
    
    
    
    19,924
    
    
    
    19,725
    
    
    
    25,359Total assets
    
    
    103,901
    
    
    
    83,302
    
    
    
    57,620
    
    
    
    41,395
    
    
    
    40,730Long-term debt
    
    
    
    
    
    
    1,500
    
    
    
    3,000
    
    
    
    
    
    
    
    2,418Total liabilities
    
    
    28,133
    
    
    
    23,796
    
    
    
    10,169
    
    
    
    7,518
    
    
    
    9,933Total shareholders equity
    
    
    75,768
    
    
    
    59,506
    
    
    
    47,451
    
    
    
    33,877
    
    
    
    30,797
 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations
 Overview
    Year Ended January 31,2008
    
    
    2007
    
    
    2006(in thousands)Revenues:Equipment Leasing
    
    $
    51,701
    
    
    $
    37,683
    
    
    $
    30,569Seamap
    
    
    25,383
    
    
    
    12,274
    
    
    
    4,020Less inter-segment sales
    
    
    (663
    )
    
    
    (1,047
    )
    
    
    Total revenues
    
    
    76,421
    
    
    
    48,910
    
    
    
    34,589Cost of sales:Equipment Leasing
    
    
    23,830
    
    
    
    17,531
    
    
    
    15,129Seamap
    
    
    17,381
    
    
    
    8,927
    
    
    
    1,735Less inter-segment costs
    
    
    (596
    )
    
    
    (631
    )
    
    
    Total direct costs
    
    
    40,615
    
    
    
    25,827
    
    
    
    16,864
 16




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Year Ended January 31,2008
    
    
    2007
    
    
    2006(in thousands)Gross profitEquipment Leasing
    
    
    27,871
    
    
    
    20,152
    
    
    
    15,440Seamap
    
    
    8,002
    
    
    
    3,347
    
    
    
    2,285Less Inter-segment amounts
    
    
    (67
    )
    
    
    (416
    )
    
    
    Total gross profit
    
    
    35,806
    
    
    
    23,083
    
    
    
    17,725Operating expenses:General and administrative
    
    
    17,425
    
    
    
    14,970
    
    
    
    9,437Provision for doubtful accounts
    
    
    460
    
    
    
    251
    
    
    
    188Depreciation and amortization
    
    
    1,476
    
    
    
    1,307
    
    
    
    648Total operating expenses
    
    
    19,361
    
    
    
    16,528
    
    
    
    10,273Operating income
    
    $
    16,445
    
    
    $
    6,555
    
    
    $
    7,452EBITDA(1)
    
    $
    28,327
    
    
    $
    15,540
    
    
    $
    17,044Adjusted EBITDA(1)
    
    $
    30,580
    
    
    $
    17,185
    
    
    $
    17,197Reconciliation of Net Income to EBITDA
and Adjusted EBITDANet income
    
    $
    11,439
    
    
    $
    9,285
    
    
    $
    10,855Interest income, net
    
    
    (479
    )
    
    
    (836
    )
    
    
    (422
    )Depreciation, amortization and impairment
    
    
    11,879
    
    
    
    8,919
    
    
    
    9,575Provision for (benefit from) income taxes
    
    
    5,488
    
    
    
    (1,828
    )
    
    
    (2,964
    )EBITDA (1)
    
    
    28,327
    
    
    
    15,540
    
    
    
    17,044Stock-based compensation
    
    
    2,253
    
    
    
    1,645
    
    
    
    153Adjusted EBITDA (1)
    
    $
    30,580
    
    
    $
    17,185
    
    
    $
    17,197
 
 (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.    17




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Results of Operations
    Share-Based Payment
 Revenues and Cost of Sales
 Equipmen Leasing
  Year Ended January 31,2008
    
    
    2007
    
    
    2006(in thousands)Revenues:Equipment leasing
    
    $
    34,364
    
    
    $
    24,942
    
    
    $
    22,104Lease pool equipment sales
    
    
    3,488
    
    
    
    4,297
    
    
    
    5,218New seismic equipment sales
    
    
    9,350
    
    
    
    5,071
    
    
    
    1,046SAP equipment sales
    
    
    4,499
    
    
    
    3,373
    
    
    
    2,20151,701
    
    
    
    37,683
    
    
    
    30,569Cost of sales:Lease pool depreciation
    
    
    10,403
    
    
    
    7,612
    
    
    
    8,310Lease pool impairment
    
    
    
    
    
    
    
    
    
    
    617Direct costs  equipment leasing
    
    
    1,846
    
    
    
    2,167
    
    
    
    2,907Cost of lease pool equipment sales
    
    
    1,019
    
    
    
    1,961
    
    
    
    950Cost of new seismic equipment sales
    
    
    7,376
    
    
    
    3,884
    
    
    
    826Cost of SAP equipment sales
    
    
    3,186
    
    
    
    1,907
    
    
    
    1,51923,830
    
    
    
    17,531
    
    
    
    15,129Gross profit
    
    $
    27,871
    
    
    $
    20,152
    
    
    $
    15,440Gross profit margin
    
    
    54
    %
    
    
    53
    %
    
    
    51
    %
  19




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Seamap
  Year Ended January 31,2008
    
    
    2007
    
    
    2006(in thousands)Equipment sales
    
    $
    25,383
    
    
    $
    12,274
    
    
    $
    4,020Cost of equipment sales
    
    
    17,381
    
    
    
    8,927
    
    
    
    1,735Gross profit
    
    $
    8,002
    
    
    $
    3,347
    
    
    $
    2,285Gross profit margin
    
    
    32
    %
    
    
    27
    %
    
    
    57
    %
      Operating Expenses
  21




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Interest and Other Income, net
  Provision for Income Taxes
 Accounting for
Uncertainty in Income Taxes
   22




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Liquidity and Capital Resources
       23




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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
    
    $
    1,575
    
    
    $
    1,575
    
    
    $
    
    
    
    $
    
    
    
    $
    Operating leases
    
    
    2,831
    
    
    
    811
    
    
    
    1,056
    
    
    
    593
    
    
    
    371Purchase obligations
    
    
    3,101
    
    
    
    3,101
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    7,507
    
    
    $
    5,487
    
    
    $
    1,056
    
    
    $
    593
    
    
    $
    371
 24




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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. Commission income is recognized once it
has been paid to us. 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.
    
    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 collectibility. We occasionally offer extended payment terms on equipment sales
transactions. These terms are generally one to two years in duration.
 Allowance for Doubtful Accounts
  Long-Lived Assets
    Accounting for the Impairment or Disposal of Long-Lived
Assets
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Goodwill and Other Intangible Assets
  Goodwill and Other Intangible Assets
 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.
  26




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##### Table of Contents



Accounting for Uncertainty in Income
Taxes
   Stock-Based Compensation
 Accounting for Stock-Based Compensation
  New Accounting Pronouncements
 Fair Value Measurements
 The Fair Value Option for Financial Assets
and Financial Liabilities
 Business Combinations
 27




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##### Table of Contents



Non-Controlling Interests in Consolidated Financial Statements, An Amendment of Accounting
Research Bulletin No. 51
 Disclosures about Derivative Instruments and Hedging Activitiesan amendment of FASB Statement
No. 133
 
 Item 7A. Quantitative and Qualitative Disclosures about Market Risk
 Market Risk
  Foreign Currency Risk
   28




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##### Table of Contents



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
  29




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##### Table of Contents



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
  
 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 Number
    
    Document Description
    
    Report or Registration Statement
    
    Registration Number
    
    Exhibit Reference3.1
    
    Amended and Restated Articles of
Incorporation of Mitcham
Industries, Inc.
    
    Incorporated by reference to
Mitcham Industries, Inc.s
Registration Statement on Form
S-8, filed with the SEC on
August 9, 2001.
    
    333-67208
    
    
    3.1
 30




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##### Table of Contents



SEC File orExhibit Number
    
    Document Description
    
    Report or Registration Statement
    
    Registration Number
    
    Exhibit Reference3.2
    
    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 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.
    
    000-25142
    
    
    10.310.4*
    
    Mitcham Industries, Inc. 1994
Non-Employee Director 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
    
    
    10.410.5*
    
    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
    
    Appendix A10.9*
    
    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
    
    
    10.5
 31




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##### Table of Contents



SEC File orExhibit
    
    
    
    
    
    Registration
    
    ExhibitNumber
    
    Document Description
    
    Report or Registration Statement
    
    Number
    
    Reference10.16*
    
    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
Compensation
    
    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
    
    
    10.1910.20
    
    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
    
    
    10.110.21
    
    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
    
    
    10.1610.22
    
    Renewal Extension and
Modification Agreement, dated
January 31, 2007, between Mitcham
Industries, Inc. and First
Victoria Bank
    
    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
    
    
    10.2210.23
    
    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
    
    
    10.110.24
    
    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
    
    
    10.2410.25
    
    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 21, 2007.
    
    000-21542
    
    
    10.110.26
    
    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 21, 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 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. § 1350
 32




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##### Table of Contents



SEC File orExhibit Number
    
    Document Description
    
    Report or Registration Statement
    
    Registration Number
    
    Exhibit Reference32.2
    
    Certification of Robert P. Capps,
Chief Financial Officer, under
Section 906 of the Sarbanes Oxley
Act of 2002, 18 U.S.C. § 1350
 33




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##### Table of Contents



SIGNATURES
 th
 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.
    
    President, Chief Executive Officer and Director
    
    February 12, 2009Billy F. Mitcham, Jr.
    
    (Principal Executive Officer)/s/ ROBERT P. CAPPS
    
    Executive Vice President  Finance,
Chief Financial Officer and Director
    
    February 12, 2009Robert P. Capps
    
    (Principal Financial Officer and Principal
Accounting Officer)/s/ PETER H. BLUM
    
    Non-Executive Chairman of the Board
    
    February 12, 2009Peter H. Blum/s/ ROBERT J. ALBERS
    
    Director
    
    February 12, 2009Robert J. Albers/s/ JOHN F. SCHWALBE
    
    Director
    
    February 12, 2009John F. Schwalbe/s/ RANDAL DEAN LEWIS
    
    Director
    
    February 12, 2009Randal Dean Lewis
 34




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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, 2008 and 2007
    
    F-4Consolidated Statements of Operations for the Years Ended January 31, 2008, 2007 and 2006
    
    F-5Consolidated Statements of Changes in Shareholders Equity and Comprehensive Income for the
Years Ended January 31, 2008, 2007 and 2006
    
    F-6Consolidated Statements of Cash Flows for the Years Ended January 31, 2008, 2007 and 2006
    
    F-7Notes to Consolidated Financial Statements
    
    F-8
 F-1




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##### Table of Contents



Report Of Independent Registered Public Accounting Firm on Financial Statements
 
    Internal Control 
Integrated Framework
 Share-Based Payment Accounting for
Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109, Accounting for Income
Taxes
 
  F-2




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##### Table of Contents



Report Of Independent Registered Public Accounting Firm on Internal Controls
 
 Internal Control  Integrated Framework
    Internal Control 
Integrated Framework
  
 
 F-3




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##### Table of Contents



MITCHAM INDUSTRIES, INC.
 
 CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
 January 31,2008
    
    
    2007ASSETSCurrent assets:Cash and cash equivalents
    
    $
    13,884
    
    
    $
    12,582Accounts receivable, net of allowance for doubtful accounts of $1,512 and $1,212 at
January 31, 2008 and 2007, respectively
    
    
    12,816
    
    
    
    11,823Current portion of contracts receivable
    
    
    2,964
    
    
    
    1,787Inventories, net
    
    
    6,352
    
    
    
    7,308Deferred tax asset
    
    
    1,230
    
    
    
    483Prepaid expenses and other current assets
    
    
    1,491
    
    
    
    2,003Total current assets
    
    
    38,737
    
    
    
    35,986Seismic equipment lease pool and property and equipment, net
    
    
    53,179
    
    
    
    35,432Intangible assets, net
    
    
    3,692
    
    
    
    2,127Goodwill
    
    
    4,358
    
    
    
    3,358Deferred tax asset
    
    
    1,505
    
    
    
    5,094Long-term portion of contracts receivable and other assets
    
    
    2,430
    
    
    
    1,305Total assets
    
    $
    103,901
    
    
    $
    83,302LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    16,729
    
    
    $
    16,343Current maturities  long-term debt
    
    
    1,500
    
    
    
    1,500Income taxes payable
    
    
    1,967
    
    
    
    328Deferred revenue
    
    
    872
    
    
    
    948Accrued expenses and other current liabilities
    
    
    3,674
    
    
    
    3,177Total current liabilities
    
    
    24,742
    
    
    
    22,296Non-current income taxes payable
    
    
    3,391
    
    
    
    Long-term debt
    
    
    
    
    
    
    1,500Total liabilities
    
    
    28,133
    
    
    
    23,796Commitments and contingencies (Note 11 & 15)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; 10,708 and 10,601 shares issued
at January 31, 2008 and January 31, 2007, respectively
    
    
    107
    
    
    
    106Additional paid-in capital
    
    
    71,929
    
    
    
    67,385Treasury stock, at cost (921 and 919 shares at January 31, 2008 and 2007, respectively)
    
    
    (4,805
    )
    
    
    (4,781
    )Retained earnings (deficit)
    
    
    662
    
    
    
    (6,142
    )Accumulated other comprehensive income
    
    
    7,875
    
    
    
    2,938Total shareholders equity
    
    
    75,768
    
    
    
    59,506Total liabilities and shareholders equity
    
    $
    103,901
    
    
    $
    83,302
  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 31,2008
    
    
    2007
    
    
    2006Revenues:Equipment leasing
    
    $
    34,364
    
    
    $
    24,942
    
    
    $
    22,104Lease pool equipment sales
    
    
    3,488
    
    
    
    4,297
    
    
    
    5,218Seamap equipment sales
    
    
    24,720
    
    
    
    11,227
    
    
    
    4,020Other equipment sales
    
    
    13,849
    
    
    
    8,444
    
    
    
    3,247Total revenues
    
    
    76,421
    
    
    
    48,910
    
    
    
    34,589Cost of sales:Direct costs  equipment leasing
    
    
    1,846
    
    
    
    2,167
    
    
    
    2,907Direct costs  lease pool depreciation
    
    
    10,403
    
    
    
    7,612
    
    
    
    8,310Cost of lease pool equipment sales
    
    
    1,019
    
    
    
    1,961
    
    
    
    950Cost of Seamap and other equipment sales
    
    
    27,347
    
    
    
    14,087
    
    
    
    4,080Impairment of lease pool assets
    
    
    
    
    
    
    
    
    
    
    617Total cost of sales
    
    
    40,615
    
    
    
    25,827
    
    
    
    16,864Gross profit
    
    
    35,806
    
    
    
    23,083
    
    
    
    17,725Operating expenses:General and administrative
    
    
    17,425
    
    
    
    14,970
    
    
    
    9,437Provision for doubtful accounts
    
    
    460
    
    
    
    251
    
    
    
    188Depreciation and amortization
    
    
    1,476
    
    
    
    1,307
    
    
    
    648Total operating expenses
    
    
    19,361
    
    
    
    16,528
    
    
    
    10,273Operating income
    
    
    16,445
    
    
    
    6,555
    
    
    
    7,452Other income (expense):Interest income
    
    
    687
    
    
    
    987
    
    
    
    528Interest expense
    
    
    (208
    )
    
    
    (151
    )
    
    
    (106
    )Other, net
    
    
    3
    
    
    
    66
    
    
    
    17Total other income (expense)
    
    
    482
    
    
    
    902
    
    
    
    439Income before income taxes
    
    
    16,927
    
    
    
    7,457
    
    
    
    7,891Provision (benefit) for income taxes
    
    
    5,488
    
    
    
    (1,828
    )
    
    
    (2,964
    )Net income
    
    $
    11,439
    
    
    $
    9,285
    
    
    $
    10,855Net income per common share:Basic
    
    $
    1.18
    
    
    $
    0.97
    
    
    $
    1.19Diluted
    
    $
    1.11
    
    
    $
    0.93
    
    
    $
    1.10Shares used in computing income per common share:Basic
    
    
    9,698
    
    
    
    9,596
    
    
    
    9,126Diluted
    
    
    10,282
    
    
    
    10,026
    
    
    
    9,844
  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, 2006, 2007 and 2008AccumulatedOtherAdditional
    
    
    
    
    
    
    Retained
    
    
    
    
    
    
    ComprehensiveCommon Stock
    
    
    Paid-In
    
    
    Treasury
    
    
    (Deficit)
    
    
    Deferred
    
    
    IncomeShares
    
    
    Amount
    
    
    Capital
    
    
    Stock
    
    
    Earnings
    
    
    Compensation
    
    
    (Loss)
    
    
    TotalBalances, January 31, 2005
    
    
    9,894
    
    
    $
    99
    
    
    $
    62,702
    
    
    $
    (4,686
    )
    
    $
    (26,282
    )
    
    $
    (94
    )
    
    $
    2,138
    
    
    $
    33,877Comprehensive income, net of tax: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 of tax: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
    
    
    
    59,506Adjustment to retained earnings
upon adoption of FIN 48 (Note
10)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (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
    
    
    $
    75,768
  F-6




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##### Table of Contents



MITCHAM INDUSTRIES, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 Year Ended January 31,2008
    
    
    2007
    
    
    2006Cash flows from operating activities:Net income
    
    $
    11,439
    
    
    $
    9,285
    
    
    $
    10,855Adjustments to reconcile net income to net cash provided by operating
activities:Depreciation and amortization
    
    
    11,879
    
    
    
    8,919
    
    
    
    8,958Impairment of lease pool assets
    
    
    
    
    
    
    
    
    
    
    617Stock-based compensation
    
    
    2,253
    
    
    
    1,645
    
    
    
    153Provision for doubtful accounts
    
    
    461
    
    
    
    251
    
    
    
    188Provision for inventory obsolescence
    
    
    348
    
    
    
    144
    
    
    
    Gross profit from sale of lease pool equipment
    
    
    (2,469
    )
    
    
    (2,336
    )
    
    
    (4,268
    )Excess tax benefit from exercise of non-qualified stock options
    
    
    (1,912
    )
    
    
    (390
    )
    
    
    Provision for deferred income taxes
    
    
    1,103
    
    
    
    (2,523
    )
    
    
    (3,000
    )Non-current income taxes payable
    
    
    406
    
    
    
    
    
    
    
    Changes in:Trade accounts and contracts receivable
    
    
    (4,454
    )
    
    
    (6,778
    )
    
    
    (892
    )Inventories
    
    
    847
    
    
    
    (5,088
    )
    
    
    (268
    )Current assets of discontinued operations, net
    
    
    
    
    
    
    354
    
    
    
    35Income taxes payable
    
    
    2,924
    
    
    
    295
    
    
    
    2Accounts payable, accrued expenses and other current liabilities
    
    
    7,627
    
    
    
    1,054
    
    
    
    (1,093
    )Prepaids and other, net
    
    
    552
    
    
    
    (1,246
    )
    
    
    (86
    )Net cash provided by operating activities
    
    
    31,004
    
    
    
    3,586
    
    
    
    11,201Cash flows from investing activities:Sales from used lease pool equipment
    
    
    3,488
    
    
    
    4,297
    
    
    
    5,218Acquisition of subsidiaries
    
    
    (3,784
    )
    
    
    (1,000
    )
    
    
    (2,537
    )Purchases of short-term investments
    
    
    
    
    
    
    
    
    
    
    (6,000
    )Redemptions of short-term investments
    
    
    
    
    
    
    2,550
    
    
    
    3,450Purchases of seismic equipment held for lease
    
    
    (29,967
    )
    
    
    (12,868
    )
    
    
    (8,186
    )Purchases of property and equipment
    
    
    (886
    )
    
    
    (1,677
    )
    
    
    (784
    )Long-term assets of discontinued operations
    
    
    
    
    
    
    
    
    
    
    216Net cash used in investing activities
    
    
    (31,149
    )
    
    
    (8,698
    )
    
    
    (8,623
    )Cash flows from financing activities:Proceeds from borrowings
    
    
    4,500
    
    
    
    
    
    
    
    Payments on borrowings
    
    
    (6,000
    )
    
    
    
    
    
    
    (918
    )Proceeds from issuance of common stock upon exercise of options and
warrants, net of shares surrendered during exercises
    
    
    356
    
    
    
    861
    
    
    
    1,640Excess tax benefit from exercise of non-qualified stock options
    
    
    1,912
    
    
    
    390
    
    
    
    Net cash provided by financing activities
    
    
    768
    
    
    
    1,251
    
    
    
    722Effect of changes in foreign exchange rates on cash and cash equivalents
    
    
    679
    
    
    
    5
    
    
    
    Net increase (decrease) in cash and cash equivalents
    
    
    1,302
    
    
    
    (3,856
    )
    
    
    3,300Cash and cash equivalents, beginning of year
    
    
    12,582
    
    
    
    16,438
    
    
    
    13,138Cash and cash equivalents, end of year
    
    $
    13,884
    
    
    $
    12,582
    
    
    $
    16,438
  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
 Presentation  How Taxes Collected from Customers and Remitted to
Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net
Presentation),
 Contracts receivable
 Allowance for doubtful accounts
 Cash and Cash Equivalents
 Short-term Investments 
 Inventories
 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
 Seismic Equipment Lease Pool
 Property and Equipment
 Intangible Assets 
 Impairment Accounting For the Impairment or Disposal of Long-Lived Assets (SFAS 144) .
 Goodwill and Other Intangible Assets
 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.
 Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109,
Accounting for Income Taxes
 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
 Use of Estimates
  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
 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
 Year Ended January 31,2008
    
    2007
    
    2006Stock options
    
    
    554
    
    
    
    409
    
    
    
    706Restricted stock
    
    
    23
    
    
    
    10
    
    
    
    Warrants
    
    
    7
    
    
    
    11
    
    
    
    12Total dilutive shares
    
    
    584
    
    
    
    430
    
    
    
    718
  Reclassifications
 2. New Accounting Pronouncements
 Fair Value Measurements
 The Fair Value Option for Financial Assets
and Financial Liabilities
 Business Combinations
 Non-Controlling Interests in Consolidated Financial Statements, An Amendment of Accounting
Research Bulletin No. 51
 Disclosures about Derivative Instruments and Hedging Activitiesan amendment of FASB Statement
No. 133
 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)
  3. Supplemental Statements of Cash Flows Information
  Year Ended January 31,2008
    
    2007
    
    2006Interest paid
    
    $
    233
    
    
    $
    157
    
    
    $
    22Taxes paid, net
    
    
    968
    
    
    
    239
    
    
    
    Note payable issued to prior owners of Seamap
    
    
    
    
    
    
    
    
    
    
    3,000Seismic equipment acquired in exchange for
cancellation of accounts receivable
    
    
    
    
    
    
    
    
    
    
    192Seismic equipment purchases included in
accounts payable at year-end
    
    
    8,566
    
    
    
    12,600
    
    
    
    
 4. Inventories
  As of January 31,2008
    
    
    2007Raw materials
    
    $
    3,565
    
    
    $
    3,996Finished goods
    
    
    898
    
    
    
    2,023Work in progress
    
    
    2,693
    
    
    
    1,686Cost of inventories
    
    
    7,156
    
    
    
    7,705Less allowance for obsolescence
    
    
    (804
    )
    
    
    (397
    )Net inventories
    
    $
    6,352
    
    
    $
    7,308
 5. Contracts Receivable
  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)
 6. Seismic Equipment Lease Pool and Property and Equipment
  As of January 31,2008
    
    
    2007Recording channels
    
    $
    60,287
    
    
    $
    44,148Other peripheral equipment
    
    
    56,389
    
    
    
    44,153Cost of seismic equipment lease pool
    
    
    116,676
    
    
    
    88,301Land and buildings
    
    
    366
    
    
    
    366Furniture and fixtures
    
    
    5,026
    
    
    
    4,347Autos and trucks
    
    
    605
    
    
    
    382Cost of property and equipment
    
    
    5,997
    
    
    
    5,095Cost of seismic equipment lease pool and property and equipment
    
    
    122,673
    
    
    
    93,396Less accumulated depreciation
    
    
    (69,494
    )
    
    
    (57,964
    )Net book value of seismic equipment lease pool and
property and equipment
    
    $
    53,179
    
    
    $
    35,432
 As of January 31,2008
    
    
    2007Location of seismic equipment lease pool and
property and equipment:United States
    
    $
    19,602
    
    
    $
    12,969Canada
    
    
    27,108
    
    
    
    18,062Australia
    
    
    1,861
    
    
    
    1,057Russia
    
    
    3,399
    
    
    
    1,965Singapore
    
    
    634
    
    
    
    623United Kingdom
    
    
    575
    
    
    
    756Total
    
    $
    53,179
    
    
    $
    35,432
 7. Goodwill and Other Intangible Assets
 WeightedAverage
    
    
    As of January 31, 2008
    
    
    As of January 31, 2007Remaining
    
    
    Gross
    
    
    
    
    
    
    Net
    
    
    Gross
    
    
    
    
    
    
    NetLife at
    
    
    Carrying
    
    
    Accumulated
    
    
    Carrying
    
    
    Carrying
    
    
    Accumulated
    
    
    Carrying1/31/08
    
    
    Amount
    
    
    Amortization
    
    
    Amount
    
    
    Amount
    
    
    Amortization
    
    
    AmountGoodwill
    
    
    
    
    
    $
    4,358
    
    
    
    
    
    
    
    
    
    
    $
    3,358Proprietary rights
    
    
    12.5
    
    
    $
    3,886
    
    
    $
    (333
    )
    
    $
    3,553
    
    
    $
    1,850
    
    
    $
    (195
    )
    
    $
    1,655Covenants not-to-compete
    
    
    0.4
    
    
    
    1,000
    
    
    
    (861
    )
    
    
    139
    
    
    
    1,000
    
    
    
    (528
    )
    
    
    472Amortizable intangible
assets
    
    
    
    
    
    $
    4,886
    
    
    $
    (1,194
    )
    
    $
    3,692
    
    
    $
    2,850
    
    
    $
    (723
    )
    
    $
    2,127
   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)
 For fiscal year ended January 31,:2009
    
    $
    4252010
    
    
    2862011
    
    
    2862012
    
    
    2862013 and thereafter
    
    
    2,409Total
    
    $
    3,692
  8. Long-Term Debt and Notes Payable
   9. Shareholders Equity
    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
 10. Income Taxes
  Year Ended January 31,2008
    
    
    2007
    
    
    2006Income before income taxes is
attributable to the following
jurisdictions:Domestic
    
    $
    6,297
    
    
    $
    3,143
    
    
    $
    5,668Foreign
    
    
    10,630
    
    
    
    4,314
    
    
    
    2,223Total
    
    $
    16,927
    
    
    $
    7,457
    
    
    $
    7,891The components of income tax expense
(benefit) were as follows:Current:Federal
    
    $
    2,901
    
    
    $
    406
    
    
    $
    130Foreign
    
    
    1,078
    
    
    
    289
    
    
    
    (94
    )Non-current taxes payable
    
    
    406
    
    
    
    
    
    
    
    4,385
    
    
    
    695
    
    
    
    36Deferred:Federal
    
    
    (898
    )
    
    
    316
    
    
    
    (1,169
    )Foreign
    
    
    2,001
    
    
    
    (2,839
    )
    
    
    (1,831
    )Income tax expense (benefit)
    
    $
    5,488
    
    
    $
    (1,828
    )
    
    $
    (2,964
    )
  Year Ended January 31,2008
    
    
    2007
    
    
    2006Federal income tax expense at 34%
    
    $
    5,755
    
    
    $
    2,534
    
    
    $
    2,683Tax credit utilization
    
    
    
    
    
    
    
    
    
    
    (105
    )Utilization of valuation allowance
    
    
    
    
    
    
    
    
    
    
    (2,921
    )Reversal/release of valuation allowance
    
    
    
    
    
    
    (5,954
    )
    
    
    (3,000
    )Decrease in foreign effective tax rate
    
    
    26
    
    
    
    1,032
    
    
    
    Foreign exchange gain
    
    
    76
    
    
    
    631
    
    
    
    Permanent differences
    
    
    42
    
    
    
    (131
    )
    
    
    27Foreign effective tax rate differential
    
    
    (567
    )
    
    
    (198
    )
    
    
    258Other
    
    
    (250
    )
    
    
    258
    
    
    
    94Potential tax, penalties and interest
resulting from uncertain tax positions
    
    
    406
    
    
    
    
    
    
    
    $
    5,488
    
    
    $
    (1,828
    )
    
    $
    (2,964
    )
 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)
  As of January 31,2008
    
    
    2007Deferred tax assets:Foreign net operating loss carry forwards
    
    $
    2,210
    
    
    $
    3,472U.S. net operating loss carry forward
attributable to excess stock option
deductions
    
    
    
    
    
    
    1,582Tax credit carry forwards
    
    
    2,107
    
    
    
    1,115Stock option book expense under FAS 123R
    
    
    1,276
    
    
    
    524Depreciation difference
    
    
    481
    
    
    
    482Allowance for doubtful accounts
    
    
    450
    
    
    
    376Allowance for inventory obsolescence
    
    
    236
    
    
    
    68Impairment of fixed assets
    
    
    
    
    
    
    166Accruals not yet deductible for tax purposes
    
    
    543
    
    
    
    137Gross deferred tax assets
    
    
    7,303
    
    
    
    7,922Valuation allowance
    
    
    
    
    
    
    (1,583
    )Deferred tax assets
    
    
    7,303
    
    
    
    6,339Deferred tax liabilities:Undistributed earnings of controlled foreign
corporations not permanently reinvested
    
    
    (2,312
    )
    
    
    (664
    )Non-deductible intangible assets
    
    
    (606
    )
    
    
    Unrealized foreign exchange gain (loss)
    
    
    
    
    
    
    (98
    )Deferred tax liabilities
    
    
    (2,918
    )
    
    
    (762
    )Effect of uncertain tax positions
    
    
    (1,650
    )
    
    
    Total deferred tax assets, net
    
    $
    2,735
    
    
    $
    5,577
     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)
   Year EndedJanuary 31, 2008Unrecognized tax benefits as of February 1, 2007
    
    $
    (3,862
    )Increases as a result of tax positions taken in prior years
    
    
    (16
    )Increases as a result of tax positions taken in current year
    
    
    Settlements
    
    
    Lapse of statute of limitations
    
    
    Unrecognized tax benefits as of January 31, 2008
    
    $
    (3,878
    )
   11. Commitments and Contingencies
 Purchase Obligations
 12. Stock Option Plans
    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)
  Weighted average Black-Scholes-Merton fair value assumptionsYear ended January 31,2008
    
    2007
    
    2006Risk free interest rate
    
    
    2.9 - 4.9
    %
    
    
    4.7 - 5.2
    %
    
    
    3.0
    %Expected life
    
    
    3.4 - 5.9
    yrs
    
    
    3.9 - 6.3
    yrs
    
    
    8
    yrsExpected volatility
    
    
    53 - 58
    %
    
    
    54 - 67
    %
    
    
    67 - 68
    %Expected dividend yield
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
   Stock Based Compensation Activity
  Weighted AverageRemainingWeighted Average
    
    Contractual Term
    
    Aggregate IntrinsicNumber of Shares
    
    Exercise Price
    
    (in years)
    
    ValueOutstanding, January 31, 2007
    
    
    1,208
    
    
    $
    7.57Granted
    
    
    257
    
    
    
    18.67Exercised
    
    
    (72
    )
    
    
    3.88Forfeited
    
    
    (2
    )
    
    
    13.19Expired
    
    
    (1
    )
    
    
    16.64Outstanding, January 31, 2008
    
    
    1,390
    
    
    $
    9.80
    
    
    
    6.59
    
    
    $
    10,304Exercisable at January 31, 2008
    
    
    899
    
    
    $
    6.35
    
    
    
    5.30
    
    
    $
    9,481Vested and expected to vest at January 31, 2008
    
    
    1,276
    
    
    $
    10.03
    
    
    
    7.11
    
    
    $
    10,240
 
 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)
     Year Ended January 31, 2008Number
    
    Weighted Averageof Shares
    
    Grant Date Fair ValueUnvested, beginning of period
    
    
    38
    
    
    $
    13.10Granted
    
    
    18
    
    
    
    19.46Vested
    
    
    (14
    )
    
    
    13.61Canceled
    
    
    
    
    
    
    Unvested, end of period
    
    
    42
    
    
    $
    15.60
   Year EndedJanuary 31,2006Pro forma impact of fair value methodReported income from continuing operations attributable to
common shareholders
    
    $
    10,855Less: fair value impact of employee stock compensation
    
    
    (1,104
    )Pro forma income from continuing operations attributable to
common shareholders
    
    $
    9,751Reported net income
    
    $
    10,855Income (loss) per common shareBasic  as reported net income
    
    $
    1.19Diluted  as reported net income
    
    $
    1.10Basic  pro forma net income
    
    $
    1.07Diluted  pro forma net income
    
    $
    0.99
 F-19




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Mitcham Industries, Inc.
Notes to Consolidated Financial Statements  continued
(In thousands, except for per share amounts
 13. Segment Reporting
 Disclosures about
Segments of an Enterprise and Related Information.
    As of January 31, 2008
    
    As of January 31, 2007
    
    As of January 31, 2006Equipment
    
    
    
    
    
    
    
    
    
    Equipment
    
    
    
    
    
    
    
    
    
    EquipmentLeasing
    
    Seamap
    
    Consolidated
    
    Leasing
    
    Seamap
    
    Consolidated
    
    Leasing
    
    Seamap
    
    ConsolidatedFixed assets, net
    
    $
    52,560
    
    
    $
    1,209
    
    
    $
    53,179
    
    
    $
    34,523
    
    
    $
    1,378
    
    
    $
    35,432
    
    
    $
    19,694
    
    
    $
    230
    
    
    $
    19,294Intangible assets, net
    
    
    
    
    
    
    3,692
    
    
    
    3,692
    
    
    
    
    
    
    
    2,127
    
    
    
    2,127
    
    
    
    
    
    
    
    2,584
    
    
    
    2,584Goodwill
    
    
    
    
    
    
    4,358
    
    
    
    4,358
    
    
    
    
    
    
    
    3,358
    
    
    
    3,358
    
    
    
    
    
    
    
    2,358
    
    
    
    2,358
 For the Year EndedJanuary 31, 2008
    
    January 31, 2007
    
    January 31, 2006Equipment
    
    
    
    
    
    
    
    
    
    Equipment
    
    
    
    
    
    
    
    
    
    EquipmentLeasing
    
    Seamap
    
    Consolidated
    
    Leasing
    
    Seamap
    
    Consolidated
    
    Leasing
    
    Seamap
    
    ConsolidatedRevenues
    
    $
    51,701
    
    
    $
    25,383
    
    
    $
    76,421
    
    
    $
    37,683
    
    
    $
    12,274
    
    
    $
    48,910
    
    
    $
    30,569
    
    
    $
    4,020
    
    
    $
    34,589Interest income
(expense), net
    
    
    720
    
    
    
    (235
    )
    
    
    479
    
    
    
    925
    
    
    
    (89
    )
    
    
    836
    
    
    
    418
    
    
    
    4
    
    
    
    422Income (loss)
before taxes
    
    
    15,422
    
    
    
    1,562
    
    
    
    16,927
    
    
    
    10,793
    
    
    
    (2,869
    )
    
    
    7,457
    
    
    
    8,322
    
    
    
    (431
    )
    
    
    7,891Capital expenditures
    
    
    31,013
    
    
    
    407
    
    
    
    30,853
    
    
    
    13,591
    
    
    
    1,423
    
    
    
    14,545
    
    
    
    8,857
    
    
    
    113
    
    
    
    8,970Depreciation and
amortization
expense
    
    
    10,948
    
    
    
    1,075
    
    
    
    11,879
    
    
    
    8,074
    
    
    
    857
    
    
    
    8,919
    
    
    
    8,649
    
    
    
    309
    
    
    
    8,958
  F-20




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Mitcham Industries, Inc.
Notes to Consolidated Financial Statements  continued
(In thousands, except for per share amounts
 14. Quarterly Financial Data (Unaudited)
 Fiscal Year
    
    April 30
    
    July 31
    
    October 31
    
    January 31Net revenues:
    
    
    2008
    
    
    $
    23,014
    
    
    $
    15,399
    
    
    $
    17,205
    
    
    $
    20,8032007
    
    
    
    14,115
    
    
    
    10,959
    
    
    
    12,741
    
    
    
    11,095Gross profit:
    
    
    2008
    
    
    
    10,104
    
    
    
    6,573
    
    
    
    9,276
    
    
    
    9,8532007
    
    
    
    7,297
    
    
    
    5,132
    
    
    
    5,910
    
    
    
    4,744Income before income taxes:
    
    
    2008
    
    
    
    5,809
    
    
    
    2,651
    
    
    
    4,014
    
    
    
    4,4532007
    
    
    
    3,623
    
    
    
    1,204
    
    
    
    2,539
    
    
    
    91Incomes taxes (benefit):
    
    
    2008
    
    
    
    1,869
    
    
    
    930
    
    
    
    1,583
    
    
    
    1,1062007
    
    
    
    184
    
    
    
    (49
    )
    
    
    (1,324
    )
    
    
    (639
    )Net income:
    
    
    2008
    
    
    
    3,940
    
    
    
    1,721
    
    
    
    2,431
    
    
    
    3,3472007
    
    
    
    3,439
    
    
    
    1,253
    
    
    
    3,863
    
    
    
    730Income per common share  basic:
    
    
    2008
    
    
    $
    0.41
    
    
    $
    0.18
    
    
    $
    0.25
    
    
    $
    0.342007
    
    
    $
    0.36
    
    
    $
    0.13
    
    
    $
    0.40
    
    
    $
    0.08Income per common share  diluted:
    
    
    2008
    
    
    $
    0.39
    
    
    $
    0.17
    
    
    $
    0.24
    
    
    $
    0.322007
    
    
    $
    0.33
    
    
    $
    0.12
    
    
    $
    0.38
    
    
    $
    0.07
 15. Leases
     For fiscal years ending:2009
    
    $
    8112010
    
    $
    5872011
    
    $
    4692012
    
    $
    3642013 and thereafter
    
    $
    599
 16. Concentrations
 Credit Risk
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Industry Concentration
 Supplier Concentration
 17. Sales and Major Customers
  Year Ended January 31,2008
    
    
    2007
    
    
    2006Canada
    
    $
    6,820
    
    
    $
    8,302
    
    
    $
    8,914UK / Europe
    
    
    27,892
    
    
    
    9,318
    
    
    
    2,355South America
    
    
    4,153
    
    
    
    3,050
    
    
    
    3,220Asia/South Pacific
    
    
    9,431
    
    
    
    9,713
    
    
    
    10,479Eurasia
    
    
    10,180
    
    
    
    4,998
    
    
    
    Other
    
    
    4,119
    
    
    
    1,940
    
    
    
    233Totals
    
    $
    62,595
    
    
    $
    37,321
    
    
    $
    25,201
  F-22




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Independent Registered Public Accounting Firms Report On Financial Statement Schedule
 
   
  F-23




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##### Table of Contents



SCHEDULE II
 MITCHAM INDUSTRIES, INC.
 VALUATION AND QUALIFYING ACCOUNTS
 (in thousands)
 Col. B
    
    Col. C(1)
    
    Col. C(2)Balance at
    
    Charged to
    
    Charged to
    
    Col. D
    
    Col. ECol. A
    
    Beginning of
    
    Costs and
    
    Other
    
    Deductions
    
    Balance at End ofDescription
    
    Period
    
    Expenses
    
    Accounts
    
    Describe
    
    PeriodAllowance for doubtful accountsJanuary 31, 2008
    
    $
    1,212
    
    
    
    460
    
    
    
    5
    (a)
    
    
    (165)
    (b)
    
    $
    1,512January 31, 2007
    
    $
    1,173
    
    
    
    250
    
    
    
    
    
    
    
    (211)
    (b)
    
    $
    1,212January 31, 2006
    
    $
    1,009
    
    
    
    188
    
    
    
    
    
    
    
    (24)
    (b)
    
    $
    1,173Allowance for obsolete equipment and inventoryJanuary 31, 2008
    
    $
    553
    
    
    
    448
    
    
    
    59
    
    
    
    (16)
    (c)
    
    $
    1,044January 31, 2007
    
    $
    351
    
    
    
    248
    
    
    
    (23
    )
    
    
    (23)
    (c)
    
    $
    553January 31, 2006
    
    $
    519
    
    
    
    77
    
    
    
    2
    (A)
    
    
    (247)
    (c)
    
    $
    351
 
 (a)
    
    Represents translation differences.(b)
    
    Represents recoveries and uncollectible accounts written off.(c)
    
    Represents sale or scrap of inventory and obsolete equipment. F-24