---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):		September 5, 2012

Mitcham Industries, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Texas	000-25142	76-0210849
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
8141 SH 75 South, P.O. Box 1175, Huntsville, Texas		77342
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code:		936-291-2277

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

---

Item 2.02 Results of Operations and Financial Condition.

On September 5, 2012 Mitcham Industries, Inc. issued a press release announcing earnings for the quarter ended July 31, 2012. The date and time for a conference call discussing the earnings are also included in the press release. The text of the press release is attached to this report as Exhibit 99.1.

The information in this report is being furnished, not filed, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and pursuant to Item 2.02 of form 8-K will not be incorporated by reference into any filing under the Securties Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits. The following exhibits are filed as a part of this report:

Exhibit No. Description


99.1 Mitcham Industries, Inc. press release dated September 5, 2012

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Mitcham Industries, Inc.
September 5, 2012		By:		/s/ Robert P. Capps
				Name: Robert P. Capps
				Title: Chief Financial Officer

---

Exhibit Index

Exhibit No.		Description
99.1		Mitcham Industries, Inc. press release dated September 5, 2012

NEWS RELEASE

MITCHAM INDUSTRIES REPORTS FISCAL 2013
SECOND QUARTER RESULTS

HUNTSVILLE, TX – September 5, 2012 – Mitcham Industries, Inc. (NASDAQ: MIND) today announced financial results for its fiscal 2013 second quarter ended July 31, 2012.

Total revenues for the second quarter were $23.1 million compared to $21.3 million in the second quarter of fiscal 2012. Equipment leasing revenues were $10.9 million in the second quarter compared to $12.3 million in the same period last year. Seamap sales were $7.3 million compared to $6.5 million a year ago. Net income for the second quarter was $6.4 million, or $0.48 per diluted share, compared to $1.3 million, or $0.11 per diluted share, in the second quarter of fiscal 2012. As reported in a press release on August 9, 2012, fiscal 2013 second quarter results included a benefit of approximately $5.3 million resulting from the settlement of outstanding tax issues. Excluding the impact of the tax benefit, net income for the second quarter of fiscal 2013 would have been approximately $1.1 million, or $0.08 per diluted share. EBITDA (earnings before interest, taxes, depreciation and amortization) for the second quarter of fiscal 2013 was $10.2 million compared to $9.3 million in the same period last year. EBITDA in both periods was approximately 44% of total revenues. EBITDA, which is not a measure determined in accordance with United States generally accepted accounting principles (“GAAP”), is defined and reconciled to reported net income and cash provided by operating activities, the most comparable GAAP measures, in the accompanying financial tables.

Bill Mitcham, President and CEO, stated, “From a seasonal standpoint, the second quarter of our fiscal year is usually the slowest due to the end of the winter seasons in Canada and Russia. Therefore, we expected a decline in leasing revenues in the second quarter as compared to the first quarter. As we mentioned in our August 9^th press release, the quarter was also negatively impacted by lower land activity levels in Latin America, resulting from permitting issues and project delays due to weather, as well as lower than expected levels of activity in Europe due to fiscal issues and environmental concerns. Marine leasing activity remained strong in the second quarter, and Seamap had a solid quarter due in part to the delivery of certain orders that slid from the first quarter.

“We expect to see a better second half of the year in our leasing business. In Latin America, activity has already started to pick up as several jobs have begun following the delays we previously mentioned. In addition, bidding activity levels are higher, and we anticipate an improvement in that region over the next two quarters, as compared to the first half of the year. We currently anticipate strong winter seasons in Canada and Russia as we are seeing early commitments from some customers in those regions. With the additions to our lease pool that we have made and plan to make this year, we expect to have more equipment deployed in both Canada and Russia this winter, including additional three-component digital sensors. We expect marine leasing activity to remain solid, driven by the continued overall strength of the marine seismic market. We also expect Seamap to have a good fourth quarter as a result of scheduled deliveries and new orders from marine contractors continuing to expand the technical capabilities of their vessels.

“We believe we have a solid business model that allows us to generate free cash flow, significant financial resources on hand, and access to additional capital should the need arise. These factors provide us with a great deal of financial flexibility that enables us to capitalize on market opportunities that are likely to arise.”

CREDIT FACILITY EXPANSION

The Company recently entered into an amended revolving credit agreement with First Victoria National Bank (the “Bank”). The amended credit agreement provides for total borrowings of up to $50 million on a revolving basis through August 2015, interest at the prime rate with a floor of 3.25% and increased flexibility for other debt. Other material terms of the agreement are essentially unchanged from the Company’s previous $35 million credit facility with the Bank.

FISCAL 2013 SECOND QUARTER RESULTS

Total revenues for the second quarter of fiscal 2013 were $23.1 million compared to $21.3 million a year ago. A significant portion of the Company’s revenues are typically generated from geographic areas outside the United States, and during the second quarter of fiscal 2013, the percentage of revenues from international customers was approximately 68% as compared to 81% in the second quarter of fiscal 2012.

Equipment leasing revenues, excluding equipment sales, were $10.9 million compared to $12.3 million in the same period a year ago. The decline in equipment leasing revenues was primarily attributable to lower levels of land activity in Latin America and Europe.

Lease pool equipment sales were $3.2 million compared to $326,000 in the second quarter a year ago. Sales of new seismic, hydrographic and oceanographic equipment were $1.7 million compared to $2.1 million in the same period a year ago.

Seamap equipment sales for the second quarter of fiscal 2013 were $7.3 million compared to $6.5 million in the same period a year ago. This year’s second quarter included the sale of one GunLink 4000 system along with sales of other equipment, replacement parts, engineering services and ongoing support and repair services which includes the effect of approximately $2.5 million related to certain orders that were delayed from the first quarter due to customer requirements.

Lease pool depreciation expense in the second quarter of fiscal 2013 was $8.4 million compared to $6.7 million in the same period a year ago, representing a 26% increase. This increase resulted from additions made to the Company’s lease pool during fiscal 2012 of approximately $69 million.

Gross profit in the second quarter of fiscal 2013 was $7.4 million compared to $8.2 million a year ago due to higher revenues. Gross profit margin for the second quarter of fiscal 2013 was 32% compared to 39% in the same period a year ago due to lower leasing revenues and higher depreciation expense.

General and administrative expenses for the second quarter of fiscal 2013 were $5.7 million, which includes $870,000 of stock-based compensation expense, compared to $5.8 million in the same period a year ago. Operating income was $1.3 million compared to $2.6 million in the second quarter of fiscal 2012. The Company reported an income tax benefit in the second quarter of fiscal 2013 of $5.1 million, resulting from the settlement of outstanding tax issues involving the Company’s Canadian income tax returns. The benefit arising from the settlement and related matters totaled approximately $5.3 million. Excluding this benefit, tax expense for the fiscal 2013 second quarter would have been approximately $200,000.

FISCAL 2013 FIRST HALF RESULTS

Total revenues for the first six months of fiscal 2013 were $57.7 million compared to $47.8 million for the first six months of fiscal 2012. Core equipment leasing revenues were $31.9 million in the first six months of fiscal 2013 compared to $29.0 million in the same period a year ago. Lease pool equipment sales in the first six months of fiscal 2013 amounted to $5.5 million versus $661,000 in the first six months of fiscal 2012. Sales of new seismic, hydrographic and oceanographic equipment for the first half of fiscal 2013 were $2.5 million compared to $3.2 million in the first half of fiscal 2012. Seamap equipment sales for the first half of fiscal 2013 were $17.8 million compared to $14.9 million in the same period of last year.

Operating income for the first half of fiscal 2013 was $13.0 million compared to $11.6 million in the first half of fiscal 2012. Net income was $14.9 million, or $1.12 per diluted share, compared to $7.4 million, or $0.67 per diluted share, for the first half of fiscal 2012. Without the effect of the benefit arising from the second quarter tax settlement, net income for the first half of fiscal 2013 would have been approximately $9.6 million, or $0.72 per diluted share. EBITDA for the first six months of fiscal 2013 was $30.0 million, or 52% of total revenues, compared to $24.4 million, or 51% of total revenues, in the first six months of fiscal 2012.

CONFERENCE CALL

The Company has scheduled a conference call for Thursday, September 6, 2012 at 9:00 a.m. Eastern Time to discuss its fiscal 2013 second quarter results. To access the call, please dial (888) 450-9962 and ask for the Mitcham Industries call at least 10 minutes prior to the start time. Investors may also listen to the conference live on the Mitcham Industries corporate website, http://www.mitchamindustries.com, by logging on that site and clicking “Investors.” A telephonic replay of the conference call will be available through September 13, 2012 and may be accessed by calling (866) 949-7821. A web cast archive will also be available at http://www.mitchamindustries.com shortly after the call and will be accessible for approximately 90 days. For more information, please contact Donna Washburn at DRG&L at (713) 529-6600 or email dmw@drg-l.com.

Mitcham Industries, Inc., a geophysical equipment supplier, offers for lease or sale, new and “experienced” seismic equipment to the oil and gas industry, seismic contractors, environmental agencies, government agencies and universities. Headquartered in Texas, with sales and services offices in Calgary, Canada; Brisbane, Australia; Singapore; Ufa, Bashkortostan, Russia; Budapest, Hungary; Lima, Peru; Bogota, Colombia and the United Kingdom, Mitcham conducts operations on a global scale and is the largest independent exploration equipment lessor in the industry. Through its Seamap business, the Company designs, manufactures and sells specialized seismic marine equipment.

Certain statements and information in this press release concerning results for the quarter ended July 31, 2012 may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “should,” “would,” “could” or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. All comments concerning our expectations for future revenues and operating results are based on our forecasts of our existing operations and do not include the potential impact of any future acquisitions. Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections.

For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publically update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

Tables to follow

MITCHAM INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(unaudited)

1

MITCHAM INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(unaudited)

2

MITCHAM INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)

3

Mitcham Industries, Inc.

Reconciliation of Net Income and Net Cash Provided by Operating Activities to EBITDA

      

(1)

EBITDA is defined as net income before (a) interest expense, net of interest income, (b) provision for (or benefit from) income taxes and (c) depreciation, amortization and impairment. Adjusted EBITDA excludes stock-based compensation. We consider EBITDA and Adjusted EBITDA to be important indicators for the performance of our business, but not measures of performance calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We have included these non-GAAP financial measures because management utilizes this information for assessing our performance and liquidity and as indicators of our ability to make capital expenditures, service debt and finance working capital requirements. The covenants of our revolving credit agreement require us to maintain a minimum level of EBITDA. Management believes that EBITDA and Adjusted EBITDA are measurements that are commonly used by analysts and some investors in evaluating the performance and liquidity of companies such as us. In particular, we believe that it is useful to our analysts and investors to understand this relationship because it excludes transactions not related to our core cash operating activities. We believe that excluding these transactions allows investors to meaningfully trend and analyze the performance and liquidity of our core cash operations. EBITDA and Adjusted EBITDA are not measures of financial performance or liquidity under GAAP and should not be considered in isolation or as alternatives to cash flow from operating activities or as alternatives to net income as indicators of operating performance or any other measures of performance derived in accordance with GAAP. In evaluating our performance as measured by EBITDA, management recognizes and considers the limitations of this measurement. EBITDA and Adjusted EBITDA do not reflect our obligations for the payment of income taxes, interest expense or other obligations such as capital expenditures. Accordingly, EBITDA and Adjusted EBITDA are only two of the measurements that management utilizes. Other companies in our industry may calculate EBITDA or Adjusted EBITDA differently than we do and EBITDA and Adjusted EBITDA may not be comparable with similarly titled measures reported by other companies.

4

Mitcham Industries, Inc.
Segment Operating Results
(unaudited)

Equipment Leasing Segment:

Seamap Segment:

###

5