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: DECEMBER 15, 2003 (Date of earliest event reported) MITCHAM INDUSTRIES, INC. (Exact name of registrant as specified in its charter) TEXAS 000-25142 76-0210849 (State or other jurisdiction (Commission (IRS 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) 936-291-2277 (Registrant's telephone number, including area code) (Former name or former address, if changed since last report.)

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following exhibit is filed as a part of this report: 99 Mitcham Industries, Inc. press release dated December 15, 2003. ITEM 12. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On December 15, 2003, Mitcham Industries, Inc. issued a press release announcing earnings for the third quarter ended October 31, 2003. The text of the press release is attached to this report as Exhibit 99. SIGNATURE 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. Date: December 15, 2003 By: /s/ Christopher C. Siffert --------------------------- Christopher C. Siffert Vice President & Corporate Controller 2

EXHIBIT INDEX

EXHIBIT NO. NAME OF EXHIBIT - ------- --------------- 99 Mitcham Industries, Inc. press release dated December 15, 2003.

EXHIBIT 99 PRESS RELEASE FOR IMMEDIATE RELEASE CONTACT: P. BLAKE DUPUIS 936-291-2277 MITCHAM INDUSTRIES REPORTS THIRD QUARTER PROFIT HUNTSVILLE, Texas - December 15, 2003 - Mitcham Industries, Inc. (NASDAQ: MIND) reported third quarter pre-tax net income from continuing operations of $105,000, or $0.01 per share, on revenues of $7,275,000. For the third quarter of the prior fiscal year, the Company reported a net loss from continuing operations, before income taxes, of $3,013,000, or ($0.34) per share, on revenues of $2,680,000. Due to a non-recurring tax benefit recorded in the prior year period, the reported net loss was $1,078,000, or ($0.12) per share. Third quarter equipment leasing revenue increased to $3,970,000 from $1,758,000 in the comparable quarter of the prior year. Equipment sales revenue increased to $3,305,000 from $922,000 in the prior year. Margin on equipment sales was $1,750,000 as compared to $277,000 in the prior year. Commenting on the third quarter results, Billy F. Mitcham Jr., President and CEO said, "Contributing to our improved third quarter results were several significant new lease contracts and the inclusion of operations of our wholly-owned subsidiary Seismic Asia Pacific Pty Ltd., which serves the growing South East Asian market from Brisbane, Australia. It appears that after a prolonged period of constrained demand, land-based seismic leasing activity is beginning to strengthen in our core markets. We believe that we will experience our typical seasonal increase in activity as we enter the North American winter season." "A number of used equipment sales on which we realized an aggregate gross margin of over 50% also contributed to our improved results for the third quarter. However, we expect equipment sales to return to normalized levels in future quarters," concluded Mitcham. For the nine months ended October 31, 2003, the Company reported a net loss from continuing operations of $2,686,000, or ($0.31) per share, on revenues of $17,071,000. In the prior year's nine-month period, the Company reported a net loss from continuing operations of $5,568,000, or ($0.64) per share, on revenues of $10,736,000. The Company's net loss for the nine months ended October 31, 2003 was $5,478,000, or

($0.63) per share, as compared to a net loss of $7,168,000, or ($0.82) per share, for the nine months of the prior year. 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 and associates throughout Europe, South America and Asia, Mitcham conducts operations on a global scale and is the leading independent exploration equipment lessor in the industry. This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included herein, including statements regarding potential future demand for the Company's products and services, the Company's future financial position and results of operations, business strategy and other plans and objectives for future operations, are forward-looking statements. Actual results may differ materially from such forward-looking statements. Important factors that could cause or contribute to such differences include a prolonged and gradual recovery, or no full recovery, of the energy services sector of a depressed oil and gas industry, and thereafter, the inherent volatility of oil and gas prices and the related volatility of demand for the Company's services; loss of significant customers; significant defaults by customers on amounts due to the Company; international economic and political instability; dependence upon additional lease contracts; the risk of technological obsolescence of the Company's lease fleet; vulnerability of seismic activity and demand to weather conditions and seasonality of operating results; dependence upon few suppliers; and other factors which are disclosed in the Company's Securities and Exchange Commission filings, available from the Company without charge. M O R E

MITCHAM INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA) (UNAUDITED)

Three Months Ended Nine Months Ended October 31, October 31, ---------------------------- ---------------------------- 2003 2002 2003 2002 ----------- ----------- ----------- ----------- REVENUES: Equipment leasing $ 3,970 $ 1,758 $ 10,574 $ 5,840 Equipment sales 3,305 922 6,497 4,896 ----------- ----------- ----------- ----------- Total revenues 7,275 2,680 17,071 10,736 COSTS AND EXPENSES: Direct costs - seismic leasing 896 343 1,756 1,009 Cost of equipment sales 1,555 645 3,300 4,052 General and administrative 1,287 1,039 3,818 3,281 Provision (benefit) for doubtful accounts 25 -- 25 (1,704) Depreciation 3,336 3,603 10,767 11,168 ----------- ----------- ----------- ----------- Total costs and expenses 7,099 5,630 19,666 17,806 ----------- ----------- ----------- ----------- OPERATING INCOME (LOSS) 176 (2,950) (2,595) (7,070) Other income (expense) - net (71) (63) (91) (145) ----------- ----------- ----------- ----------- INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 105 (3,013) (2,686) (7,215) Benefit for income taxes -- (1,935) -- (1,647) ----------- ----------- ----------- ----------- NET INCOME (LOSS) FROM CONTINUING OPERATIONS 105 (1,078) (2,686) (5,568) ----------- ----------- ----------- ----------- Loss from discontinued operations (including impairment charge of $700) -- (788) (2,792) (1,600) ----------- ----------- ----------- ----------- NET INCOME (LOSS) $ 105 $ (1,866) $ (5,478) $ (7,168) =========== =========== =========== =========== Income (loss) per common share from continuing operations Basic and diluted $ 0.01 $ (0.12) $ (0.31) $ (0.64) Loss per common share from discontinued operations Basic and diluted $ -- $ (0.09) $ (0.32) $ (0.18) Net income (loss) per common share - basic and diluted $ 0.01 $ (0.21) $ (0.63) $ (0.82) Shares used in computing income (loss) per common share: Basic 8,795,000 8,745,000 8,763,000 8,749,000 Dilutive effect of common stock equivalents 78,000 -- -- -- ----------- ----------- ----------- ----------- Diluted 8,873,000 8,745,000 8,763,000 8,749,000 =========== =========== =========== ===========
M O R E

MITCHAM INDUSTRIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)

October 31, January 31, ASSETS 2003 2003 ----------- ----------- (Unaudited) CURRENT ASSETS: Cash $ 4,637 $ 5,170 Accounts receivable, net 6,512 3,544 Notes receivable 2,038 12 Prepaid expenses and other current assets 622 627 ---------- ---------- Total current assets 13,809 9,353 Seismic equipment lease pool, property and equipment 86,369 87,126 Accumulated depreciation of seismic equipment lease pool, property and equipment (58,854) (52,183) Notes receivable 552 -- Other assets 11 44 ---------- ---------- Total assets $ 41,887 $ 44,340 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 1,429 $ 2,424 Current maturities - long-term debt 2,180 2,092 Equipment notes payable 1,120 -- Deferred revenue 780 216 Wages payable 460 414 Accrued expenses and other current liabilities 1,216 914 ---------- ---------- Total current liabilities 7,185 6,060 Long-term debt 2,979 4,622 ---------- ---------- Total liabilities 10,164 10,682 SHAREHOLDERS' EQUITY: Preferred stock, $1.00 par value; 1,000,000 shares authorized; none issued and outstanding -- -- Common stock, $0.01 par value; 20,000,000 shares authorized; 9,710,301 and 9,657,801 shares, respectively, issued 97 97 Additional paid-in capital 61,913 61,814 Treasury stock, at cost, 915,000 shares (4,686) (4,686) Deferred compensation (91) -- Accumulated deficit (27,593) (22,122) Accumulated other comprehensive income (loss) 2,083 (1,445) ---------- ---------- Total shareholders' equity 31,723 33,658 ---------- ---------- Total liabilities and shareholders' equity $ 41,887 $ 44,340 ---------- ----------
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