View:
April 6, 2006
Mr. Michael A. Pugh
Chief Financial Officer, Mitcham Industries, Inc.
8141 SH 75 South
P.O. Box 1175
Huntsville, TX 77342
Re: Mitcham Industries, Inc.
Form 10-K for the fiscal year ended January 31, 2005
File No. 0-25142
Dear Mr. Pugh:
We have reviewed your response to our letter dated February
28,
2006 and have the following comments. We ask that you respond by
April 20, 2006.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects. We welcome
any
questions you may have about our comments or on any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Statement of Consolidated Cash Flows
Lease pool equipment and new equipment sales
1. In response to our prior comment one you indicate that
beginning
with the 2006 Form10-K you will classify cash received from the
sale
of used lease pool equipment as an investing activity and you will
reflect the gross profit from the sale of lease pool equipment as
a
reduction of income from operations and the cash recipes from the
sale
of lease pool equipment as investing activities in the statement
of
cash flows for all periods presented. Please provide us with an
analysis of the impact of these corrections on the cash flow
statement
for all periods presented in your 2006 Form 10-K as well as for
fiscal
year 2003. Also, provide your analysis for your fiscal year 2006
quarterly reports.
2.
If such above restatements are material, we remind you of the
following:
* An explanatory paragraph in the audit opinion must be presented,
* Fully comply with SFAS 154, paragraphs 25 and 26,
* Ensure your Item 9A disclosures includes the following:
o A discussion of the restatement and the facts and circumstances
surrounding it,
o How the restatement impacted the CEO and CFO`s original
conclusions
regarding the effectiveness of the their disclosure controls and
procedures,
o Address any changes to internal controls over financial
reporting,
and
o Address any anticipated changes to disclosure controls and
procedures and/or internal controls over financial reporting to
prevent future misstatements of a similar nature.
Note 1 - Organization and Summary of Significant Accounting
Policies -
Seismic Equipment Lease Pool, page F-8
3. We note your response to prior comment three. Based on your
response it appears that you have been able to create a program
which
will allow you to determine the amount of lease pool assets that
were
fully depreciated at January 31, 2005. Please tell us the amount
of
lease pool assets that were fully depreciated as of January 31,
2005
and additionally, please tell us what your policy will be
regarding
the removal of assets which are fully depreciated from your books.
Specifically address how you will identify those assets which are
fully depreciated but still generating lease revenues. In this
regard, we assume that those assets should not be removed from
your
books.
4. As indicated in Note 8 - Seismic Equipment Lease Pool, Property
and
Equipment, we note that your gross seismic equipment lease pool
decreased $10,027,000 from January 31, 2004 to January 31, 2005.
In
addition, we note from your Consolidated Statements of Cash Flows
that
you purchased $5,668,000 of seismic equipment held for lease
during
the year ended January 31, 2005. We also note from Note 4 -
Supplemental Statements of Cash Flows that you acquired $685,000
of
seismic equipment in exchange for cancellation of accounts
receivable.
Based on the fact that you have not historically removed fully
depreciated equipment from your book and given the information
noted
above, we assume that the gross book value of lease pool equipment
sold related to the $1,944,000 net book value of lease pool
equipment
sold during the year ended January 31, 2005 was $16,380,000.
Please
confirm our understanding.
5.
We reviewed your proposed disclosures for your critical accounting
policies regarding your long-lived assets. Please provide
additional
information regarding management`s specific estimates and
assumptions
underlying your accounting for your long-term assets so that your
readers can more fully understand your bases for establishing the
useful lives of these assets. In addition, please also provide
additional information regarding management`s specific estimates
and
assumptions underlying your SFAS 144 impairment assessment at each
reporting date. In this regard, we note that depreciation
continues
each month until the equipment is fully depreciated "...whether
the
equipment is actually in use during that period." Specifically
address how you determine whether the assets not currently under
lease
are impaired.
Note 1 - Organization and Summary of Significant Accounting
Policies
Income Taxes, page F-8
6. We have reviewed your response to prior comment four. We note
that
you intend to maintain the recorded valuation allowances until
sufficient positive evidence exists to support a reversal of the
tax
valuation allowances. Please provide us with your enhanced
disclosures which should include a discussion of the specific
positive
and negative indicators which you analyzed in order to determine
the
2006 valuation allowance.
Additional Comments
7. We have reviewed your response to prior comment five. It
remains
unclear to us how you will address utilization trends when you do
not
compute utilization rates for your equipment lease pool. Please
provide us with your expanded disclosure which addresses how you
determine utilization rates and trends and how that information is
assessed with respect to your business.
Please respond to these comments within 10 business days, or
tell us when you will provide us with a response. Please provide
us
with a supplemental response letter that keys your responses to
our
comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review. Please file your
supplemental response on EDGAR as a correspondence file. Please
understand that we may have additional comments after reviewing
your
responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
If you have any questions regarding these comments, please
direct them to Mindy Hooker, Staff Accountant, at (202) 551-3732,
Jeanne Baker, Assistant Chief Accountant, at (202)551-3691 or to
the
undersigned at (202) 551-3768.
Sincerely,
John Cash
Branch Chief
Mr. Michael Pugh
Mitcham Industries, Inc.
April 6, 2006
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE