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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 3, 2014

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))

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Item 2.02 Results of Operations and Financial Condition.

On September 3, 2014 Mitcham Industries, Inc. issued a press release announcing earnings for the quarter ended July 31, 2014. 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 3, 2014.

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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 3, 2014		By:		/s/ Robert P. Capps
				Name: Robert P. Capps
				Title: Chief Financial Officer

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Exhibit Index

Exhibit No.		Description
99.1		Mitcham Industries, Inc. press release dated September 3, 2014

NEWS RELEASE

MITCHAM INDUSTRIES REPORTS
FISCAL 2015 SECOND QUARTER RESULTS

HUNTSVILLE, TX – SEPTEMBER 3, 2014 – Mitcham Industries, Inc. (NASDAQ: MIND) today announced financial results for its fiscal 2015 second quarter ended July 31, 2014.

Total revenues for the second quarter of fiscal 2015 were $19.5 million compared to $20.9 million in the second quarter of fiscal 2014. Equipment leasing revenues, excluding equipment sales, increased 28% to $8.2 million in the second quarter compared to $6.4 million in the same period last year. The Company reported a net loss of $3.3 million, or $(0.26) per share, in the second quarter of fiscal 2015 compared to net loss of $0.7 million, or $(0.05) per share, in the second quarter of fiscal 2014.

Bill Mitcham, President and CEO, stated, “Directionally, the second quarter developed as we anticipated. Our second quarter is typically the weakest of the year due to seasonal factors, yet this one proved to be weaker than we had anticipated, largely due to the current slowdown of the seismic industry and delays in a couple of projects. Seismic activity in the U.S. and Canada remained subdued during the quarter. Latin American land activity, while showing considerable year-over-year improvement, experienced a pause in the second quarter due to intermittent permitting issues that have delayed some projects. However, one of those projects has already begun and another one is expected to start this month. Our European business improved significantly in the quarter, with stronger activity and higher channel counts. We saw increased activity in the Pacific Rim, and our downhole seismic tool business continued to perform above last year’s levels. Marine leasing activity continued to be extremely soft in the quarter and is expected to remain weak through the balance of this year.

“Seamap results came in as expected, with revenues increasing year-over-year and sequentially. Our recent acquisition of the Digishot™ and Sleeve gun product lines contributed to the quarter. The integration of these operations is essentially complete, and they were slightly accretive in the second quarter, after including all transaction and integration costs.

“Despite the challenging industry conditions, we are seeing some opportunities and expect improving leasing revenues in the third and fourth quarters of this year. European activity continues to strengthen, and we have good visibility there through the remainder of the year as we have just started a large project in Eastern Europe. The Pacific Rim continues to improve, and we have moved additional equipment into that region for new jobs. We have a large job pending in the U.S., although the U.S. seismic market remains sporadic. We expect some near term improvement in Latin America due to the jobs I just mentioned. However, activity in some areas, particularly Colombia, will probably not improve significantly until closer to the end of the fiscal year. Based on early feedback from our customers, we expect a solid winter season in Russia, with the demand for equipment roughly as strong as last year. There are some early indications of activity in Alaska and Canada for the coming winter, but it’s too early predict what the coming winter season will look like in those areas.

“Our financial position remains strong. We have generated $19 million in cash flow from operations so far this year and have over $30 million of additional liquidity available under our revolving credit agreement. Also, we have just closed a new $15 million credit facility for Seamap which provides a more efficient structure and expands our overall available credit. We have considerable experience navigating these industry cycles and are well positioned to take advantage of opportunities that often occur in this type of environment.”

FISCAL 2015 SECOND QUARTER RESULTS

Total revenues for the second quarter of fiscal 2015 were $19.5 million compared to $20.9 million in the same period last year. A significant portion of our revenues is typically generated from geographic areas outside the United States. The percentage of revenues from international customers was approximately 84% in the second quarter of fiscal 2015 compared to 89% of revenues in the second quarter of fiscal 2014.

Equipment leasing revenues for the second quarter of fiscal 2015, excluding equipment sales, were $8.2 million compared to $6.4 million in the same period last year. The year-over-year increase in second quarter equipment leasing revenues was mainly driven by stronger activity in Europe, Latin America and the Pacific Rim as well as ongoing improved demand for downhole tools. This increase was partially offset by continued softness in the U.S. and substantially lower marine leasing activity.

Lease pool equipment sales were $1.3 million in the second quarter of fiscal 2015 compared to $2.1 million in the second quarter a year ago. Sales of new seismic, hydrographic and oceanographic equipment were $2.3 million for the second quarter of fiscal 2015 compared to $5.4 million in the second quarter of fiscal 2014.

Seamap equipment sales for the second quarter of fiscal 2015 were $7.7 million compared to $7.0 million in the same period a year ago. The fiscal 2015 second quarter included sales attributable to the delivery of one digital energy source controller system and two BuoyLink 4DX systems, the latest version of the BuoyLink RGPS system, along with other equipment sales and after-market business. The 4DX uses the latest technology and provides more precise positioning capabilities and an increase in the volume of telemetric data supported by the system.

Lease pool depreciation expense in the second quarter of fiscal 2015 increased 20% to $8.9 million from $7.4 million in the same period a year ago, primarily due to lease pool equipment purchased in the fourth quarter of fiscal 2014, which totaled approximately $35 million, and in the first half of fiscal 2015 totaling approximately $9 million. This increase in depreciation expense negatively impacted our second quarter results.

Gross profit in the second quarter of fiscal 2015 was $3.2 million compared to $4.3 million in the second quarter a year ago. Gross profit margin in the second quarter of fiscal 2015 was 17% compared to 21% in the second quarter of fiscal 2014. EBITDA (earnings before interest, taxes, depreciation and amortization) for the second quarter of fiscal 2015 was $5.5 million, or 28% of revenues, compared to $6.7 million, or 32% of revenues, in the same period last year. 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 in the accompanying financial tables.

FISCAL 2015 FIRST HALF RESULTS

Total revenues for the first six months of fiscal 2015 were $45.3 million compared to $48.2 million for the first six months of fiscal 2014. Equipment leasing revenues, excluding equipment sales, were $24.4 million in the first six months of fiscal 2015 compared to $26.5 million in the same period a year ago. Lease pool equipment sales in the first six months of fiscal 2015 were $2.4 million versus $3.0 million in the first six months of fiscal 2014. Sales of new seismic, hydrographic and oceanographic equipment for the first half of fiscal 2015 were $4.7 million compared to $7.7 million in the first half of fiscal 2014. Seamap equipment sales for the first half of fiscal 2015 were $13.8 million compared to $10.9 million in the same period of last year.

Gross profit in the first six months of fiscal 2015 was $14.5 million compared to $18.9 million in the first six months of fiscal 2014. Gross profit margin in the two periods was 32% and 39%, respectively. Net income for the first six months of fiscal 2015 was $0.4 million, or $0.03 per diluted share, compared to $5.6 million, or $0.43 per diluted share, for the first half of fiscal 2014. EBITDA for the first six months of fiscal 2015 was $19.6 million, or 43% of total revenues, compared to $22.4 million, or 47% of total revenues, in the first six months of fiscal 2014.

CONFERENCE CALL

We have scheduled a conference call for Thursday, September 4, 2014 at 9:00 a.m. Eastern Time to discuss our fiscal 2015 second quarter results. To access the call, please dial (719) 325-2177 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 onto the site and clicking “Investor Relations.” A telephonic replay of the conference call will be available through September 18, 2014 and may be accessed by calling (719) 457-0820 and using pass code 1796087#. A webcast 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 Dennard ? Lascar Associates (713) 529-6600 or email dwashburn@dennardlascar.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, Mitcham designs, manufactures and sells specialized seismic marine equipment.

Certain statements and information in this press release concerning results for the quarter ended July 31, 2014 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

1

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

2

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

3

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

4

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 (“U.S. 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 the predecessor revolving credit facility and the Credit Agreement each contain financial covenants that are based upon EBITDA or Adjusted 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 U.S. 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 U.S. 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.

5

Mitcham Industries, Inc.
Segment Operating Results
(unaudited)

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