mind20250430

SEC Form 10-Q filed by MIND Technology Inc.

mind20250430_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2025

☐	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: 001-13490

MIND TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware

76-0210849

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

2002 Timberloch Place

Suite 550

The Woodlands, Texas 77380

(Address of principal executive offices, including Zip Code)

(281) 353-4475

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock - $0.01 par value per share	MIND	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 7,969,421 shares of common stock, $0.01 par value, were outstanding as of June 9, 2025.

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of April 30, 2025 and January 31, 2025	1
	Condensed Consolidated Statements of Operations for the Three Months Ended April 30, 2025 and 2024	2
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended April 30, 2025 and 2024	3
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended April 30, 2025 and 2024	4
	Condensed Consolidated Statements of Stockholders' Equity for the Three Months Ended April 30, 2025 and 2024	5
	Notes to Condensed Consolidated Financial Statements	7
	Cautionary Statement about Forward-Looking Statements	15

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21

Item 4.	Controls and Procedures	22

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	22

Item 1A.	Risk Factors	22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22

Item 3.	Defaults Upon Senior Securities	22

Item 4.	Mine Safety Disclosures	22

Item 5.	Other Information	22

Item 6.	Exhibits	23

	Exhibit Index	23

	Signatures	24

	*April 30, 2025*			*January 31, 2025*
*ASSETS*
Current assets:
Cash and cash equivalents	$	9,172		$	5,336
Accounts receivable, net of allowance for credit losses of $332 at each of April 30, 2025 and January 31, 2025		7,779			11,817
Inventories, net		13,447			13,745
Prepaid expenses and other current assets		1,310			1,217
Total current assets		31,708			32,115
Property and equipment, net		1,048			890
Operating lease right-of-use assets		1,221			1,320
Intangible assets, net		2,162			2,308
Deferred tax asset		87			87
Total assets	$	36,226		$	36,720
*LIABILITIES AND STOCKHOLDERS’ EQUITY*
Current liabilities:
Accounts payable	$	2,011		$	2,558
Deferred revenue		514			189
Customer deposits		1,807			1,603
Accrued expenses and other current liabilities		1,358			1,245
Income taxes payable		2,681			2,473
Operating lease liabilities - current		570			577
Total current liabilities		8,941			8,645
Operating lease liabilities - non-current		651			743
Total liabilities		9,592			9,388
Stockholders’ equity:
Common stock, $0.01 par value; 40,000 shares authorized; 7,969 shares issued and outstanding at April 30, 2025 and January 31, 2025		80			80
Additional paid-in capital		135,938			135,666
Accumulated deficit		(109,418	)		(108,448	)
Accumulated other comprehensive gain		34			34
Total stockholders’ equity		26,634			27,332
Total liabilities and stockholders’ equity	$	36,226		$	36,720

	*For the Three Months Ended April 30,*
	*2025*			*2024*
Revenues:
Sales of marine technology products	$	7,902		$	9,678
Cost of sales:
Sales of marine technology products		4,571			5,460
Gross profit		3,331			4,218
Operating expenses:
Selling, general and administrative		3,384			2,759
Research and development		380			462
Depreciation and amortization		225			267
Total operating expenses		3,989			3,488
Operating income (loss)		(658	)		730
Other income (expense):
Other, net		(18	)		469
Total other income (expense)		(18	)		469
Income (loss) before income taxes		(676	)		1,199
Provision for income taxes		(294	)		(245	)
Net income (loss)	$	(970	)	$	954
Preferred stock dividends - undeclared		—			(947	)
Net income (loss) attributable to common stockholders	$	(970	)	$	7
Net loss per common share - Basic and diluted	$	(0.12	)	$	—
Shares used in computing net income (loss) per common share:
Basic and diluted		7,969			1,406

	*Common Stock*				*Preferred Stock*											*Accumulated*
									*Additional*							*Other*
									*Paid-In*		*Treasury*		*Accumulated*			*Comprehensive*
	*Shares*		*Amount*		*Shares*		*Amount*		*Capital*		*Stock*		*Deficit*			*Gain*		*Total*
Balances, January 31, 2025		7,969	$	80		—	$	—	$	135,666	$	—	$	(108,448	)	$	34	$	27,332
Net loss		—		—		—		—		—		—		(970	)		—		(970	)
Stock-based compensation		—		—		—		—		272		—		—			—		272
Balances, April 30, 2025		7,969	$	80		—	$	—	$	135,938	$	—	$	(109,418	)	$	34	$	26,634

	*Three Months Ended April 30,*
	*2025*		*2024*
Revenue recognized at a point in time:	(in thousands)
Total revenue recognized at a point in time	$	7,556	$	9,377
Revenue recognized over time:
Total revenue recognized over time		346		301
Total revenue from contracts with customers	$	7,902	$	9,678

	*April 30, 2025*			*April 30, 2024*
Contract Assets:	(in thousands)
Contract Assets, beginning balance	$	20		$	26
Revenue accrued	$	42		$	—
Amounts billed	$	(20	)	$	(10	)
Total unbilled revenue	$	42		$	16
Contract Liabilities:
Contract liabilities, beginning balance	$	1,792		$	3,649
Deferred revenue and customer deposits	$	1,574		$	625
Revenue recognized	$	(1,045	)	$	(745	)
Total deferred revenue & customer deposits	$	2,321		$	3,529

	*April 30, 2025*			*January 31, 2025*
	(in thousands)
Inventories:
Raw materials	$	8,234		$	8,485
Finished goods		3,541			3,980
Work in progress		3,199			2,817
Cost of inventories		14,974			15,282
Less allowance for obsolescence		(1,527	)		(1,537	)
Total inventories, net	$	13,447		$	13,745

Lease	*April 30, 2025*		*January 31, 2025*
Assets	(in thousands)
Operating lease assets	$	1,221	$	1,320

Liabilities
Operating lease liabilities	$	1,221	$	1,320

Classification of lease liabilities
Current liabilities	$	570	$	577
Non-current liabilities		651		743
Total Operating lease liabilities	$	1,221	$	1,320

	*April 30, 2025*
	(in thousands)
2026	$	585
2027		522
2028		285
2029		35
2030		—
Thereafter		—
Total payments under lease agreements	$	1,427

Less: imputed interest		(206	)
Total lease liabilities	$	1,221

	*Three Months Ended April 30,*
	*2025*		*2024*
	(in thousands)
United States	$	550	$	325
China		259		5,768
Norway		3,275		2,758
Turkey		227		33
Singapore		1,027		211
Canada		517		—
Japan		678		203
Other		1,369		380
Total revenue from contracts with customers	$	7,902	$	9,678

			*April 30, 2025*							*January 31, 2025*
	*Weighted*
	*Average Life at*		*Gross Carrying*		*Accumulated*			*Net Carrying*		*Gross Carrying*		*Accumulated*			*Net Carrying*
	*April 30, 2025*		*Amount*		*Amortization*			*Amount*		*Amount*		*Amortization*			*Amount*
			(in thousands)							(in thousands)
Proprietary rights		3.6		7,472		(5,606	)		1,866		7,472		(5,501	)		1,971
Customer relationships		—		4,884		(4,884	)		—		4,884		(4,884	)		—
Patents		0.9		2,540		(2,292	)		248		2,540		(2,269	)		271
Trade name		1.1		134		(121	)		13		134		(121	)		13
Other		0.1		483		(448	)		35		481		(428	)		53
Intangible assets			$	15,513	$	(13,351	)	$	2,162	$	15,511	$	(13,203	)	$	2,308

	•	GunLink seismic source acquisition and control systems
	•	BuoyLink relative global navigation satellite positioning systems
	•	SeaLink marine sensors and solid streamer systems

	*As of April 30,*
	*2025*		*2024*
Seamap Marine Products	$	35,574	$	34,065
Corporate		652		798
Total Assets	$	36,226	$	34,863

For fiscal years ending January 31,		(in thousands)
2026	$	419
2027		382
2028		315
2029		213
2030		213
Thereafter		620
Total	$	2,162

	•	risks associated with our manufacturing operations including availability and reliability of materials and components as well the reliability of the products that we manufacture and sell;
	•	loss of significant customers;

	•	the impact of disruptions in global supply chains due to various factors, including certain components and materials becoming unavailable, increased lead times for components and materials, as well as increased costs for such items;
	•	demands from suppliers for advance payments could increase our need for working capital; inability to access such working capital could impede our ability to complete orders;

	•	fluctuations in demand for seismic data, which is dependent on the level of spending by oil and gas companies for exploration, production and development activities, and may potentially negatively impact the value of our assets held for sale;
	•	inflation and price volatility in the global economy that could negatively impact our business and results of operations;
	•	the consequences of future geopolitical events, which we cannot predict but which may adversely affect the markets in which we operate, our operations, or our results of operations; and
	•	negative impacts to our business from security threats, including cybersecurity threats, and other disruptions.

	For the Three Months Ended April 30,
	2025			2024
Reconciliation of Net income (loss) to EBITDA and Adjusted EBITDA	(in thousands)
Net income (loss)	$	(970	)	$	954
Depreciation and amortization		225			267
Provision for income taxes		294			245
EBITDA (1)		(451	)		1,466
Stock-based compensation		272			48
Adjusted EBITDA (1)	$	(179	)	$	1,514
Reconciliation of Net Cash Provided by (Used in) Operating Activities to EBITDA
Net cash provided by (used in) operating activities	$	4,068		$	(4,753	)
Stock-based compensation		(272	)		(48	)
Provision for inventory obsolescence		(15	)		(23	)
Changes in accounts receivable (current and long-term)		(3,985	)		2,847
Taxes paid, net of refunds		80			430
Gross profit from sale of other equipment		—			457
Changes in inventory		(282	)		2,812
Changes in accounts payable, accrued expenses and other current liabilities and deferred revenue		(143	)		(157	)
Changes in prepaid expenses and other current and long-term assets		92			(100	)
Other		6			1
EBITDA (1)	$	(451	)	$	1,466

	Three Months Ended
	April 30,
	2025			2024
	(in thousands)
Revenues:
Seamap	$	7,902		$	9,678
Cost of sales:
Seamap		4,571			5,460
Gross profit	$	3,331		$	4,218
Gross profit margin		42	%		44	%

	•	In recent years, the Company has raised capital through the sale of common stock and preferred stock pursuant to the at-the-market program (the "ATM Offering Program") and underwritten offerings on Form S-1. In April 2025 the Company filed a registration statement on Form S-3, which was declared effective on May 1, 2025. The Company believes it could sell debt or equity securities pursuant to this registration statement via a new ATM Offering Program, or other means. Management expects to be able to raise further capital through these available means should the need arise.

	•	The Company owns unencumbered real estate near Huntsville, Texas which could be used to generate capital if needed through a mortgage or sale lease transaction. The appraised value of this property is approximately $5.0 million.

	For the Three Months Ended
	April 30,
	2025			2024
	(in thousands)
Net cash provided by (used in) operating activities	$	4,068		$	(4,753	)
Net cash (used in) provided by investing activities		(237	)		391
Net cash from financing activities		—			—
Effect of changes in foreign exchange rates on cash and cash equivalents		5			(3	)
Net increase (decrease) in cash and cash equivalents	$	3,836		$	(4,365	)

Exhibit	Document Description	Form	Exhibit
Number			Reference
3.1	Amended and Restated Certificate of Incorporation of MIND Technology, Inc.	Current Report on Form 8-K, filed with the SEC on August 7, 2020.	3.3
3.2	Certificate of Amendment of Certificate of Incorporation of MIND Technology, Inc., effective as of October 12, 2023.	Current Report on Form 8-K, filed with the SEC on October 13, 2023.	3.1
3.3	Amended and Restated Bylaws of MIND Technology, Inc.	Current Report on Form 8-K, filed with the SEC on August 7, 2020.	3.4
3.4	Texas Certificate of Merger, effective as of August 3, 2020	Current Report on Form 8-K, filed with the SEC on August 7, 2020.	3.1
3.5	Delaware Certificate of Merger, effective as of August 3, 2020	Current Report on Form 8-K, filed with the SEC on August 7, 2020.	3.2
31.1†	Certification of Robert P. Capps, Chief Executive Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
31.2†	Certification of Mark A. Cox, Chief Financial Officer, pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
32.1†	Certification of Robert P. Capps, Chief Executive Officer, and Mark A. Cox, Chief Financial Officer, under Section 906 of the Sarbanes Oxley Act of 2002, 18 U.S.C. § 1350

101.INS†	Inline XBRL Instance Document
101.SCH†	Inline XBRL Taxonomy Extension Schema Document
101.CAL†	Inline XBRL Taxonomy Extension Calculation of Linkbase Document
101.DEF†	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB†	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE†	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104†	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).


	MIND TECHNOLOGY, INC.

Date: June 11, 2025	/s/ Robert P. Capps
	Robert P. Capps
	President and Chief Executive Officer

	(Duly Authorized Officer)

Lease term and discount rate

April 30, 2025

January 31, 2025

Weighted average remaining lease term (years)

Operating leases

Weighted average discount rate:

Operating leases