mind20250731

mind20250731_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 July 31, 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 400

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 September 9, 2025.

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MIND TECHNOLOGY, INC.

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PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of July 31, 2025 and January 31, 2025	1
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended July 31, 2025 and 2024	2
	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended July 31, 2025 and 2024	3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended July 31, 2025 and 2024	4
	Condensed Consolidated Statements of Stockholders' Equity for the Three and Six Months Ended July 31, 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

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

MIND TECHNOLOGY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(unaudited)

	*July 31, 2025*			*January 31, 2025*
*ASSETS*
Current assets:
Cash and cash equivalents	$	7,832		$	5,336
Accounts receivable, net of allowance for credit losses of $332 at each of July 31, 2025 and January 31, 2025		10,926			11,817
Inventories, net		11,817			13,745
Prepaid expenses and other current assets		1,153			1,217
Total current assets		31,728			32,115
Property and equipment, net		1,158			890
Operating lease right-of-use assets		841			1,320
Intangible assets, net		2,017			2,308
Deferred tax asset		87			87
Total assets	$	35,831		$	36,720
*LIABILITIES AND STOCKHOLDERS’ EQUITY*
Current liabilities:
Accounts payable	$	1,179		$	2,558
Deferred revenue		359			189
Customer deposits		973			1,603
Accrued expenses and other current liabilities		1,244			1,245
Income taxes payable		2,391			2,473
Operating lease liabilities - current		475			577
Total current liabilities		6,621			8,645
Operating lease liabilities - non-current		366			743
Total liabilities		6,987			9,388
Stockholders’ equity:
Common stock, $0.01 par value; 40,000 shares authorized; 7,969 shares issued and outstanding at July 31, 2025 and January 31, 2025		80			80
Additional paid-in capital		136,219			135,666
Accumulated deficit		(107,489	)		(108,448	)
Accumulated other comprehensive gain		34			34
Total stockholders’ equity		28,844			27,332
Total liabilities and stockholders’ equity	$	35,831		$	36,720

The accompanying notes are an integral part of these condensed consolidated financial statements.

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MIND TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

	*For the Three Months Ended July 31,*						*For the Six Months Ended July 31,*
	*2025*			*2024*			*2025*			*2024*
Revenues:
Sales of marine technology products	$	13,561		$	10,036			21,463			19,714
Cost of sales:
Sales of marine technology products		6,732			5,258			11,303			10,718
Gross profit		6,829			4,778			10,160			8,996
Operating expenses:
Selling, general and administrative		3,637			2,784			7,021			5,543
Research and development		311			328			691			790
Depreciation and amortization		217			236			442			503
Total operating expenses		4,165			3,348			8,154			6,836
Operating income		2,664			1,430			2,006			2,160
Other income (expense):
Other, net		(65	)		40			(83	)		509
Total other income (expense)		(65	)		40			(83	)		509
Income before income taxes		2,599			1,470			1,923			2,669
Provision for income taxes		(670	)		(672	)		(964	)		(917	)
Net income	$	1,929		$	798		$	959		$	1,752
Preferred stock dividends - undeclared		—			(947	)		—			(1,894	)
Net income (loss) attributable to common stockholders	$	1,929		$	(149	)	$	959		$	(142	)
Net income (loss) per common share - Basic and diluted	$	0.24		$	(0.11	)	$	0.12		$	(0.10	)
Shares used in computing net income (loss) per common share:
Basic and diluted		7,969			1,406			7,969			1,406

The accompanying notes are an integral part of these condensed consolidated financial statements.

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MIND TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

	*For the Three Months Ended July 31,*				*For the Six Months Ended July 31,*
	*2025*		*2024*		*2025*		*2024*
Net income	$	1,929	$	798	$	959	$	1,752
Comprehensive income	$	1,929	$	798		959		1,752

The accompanying notes are an integral part of these condensed consolidated financial statements.

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MIND TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	*For the Six Months Ended July 31,*
	*2025*			*2024*
Cash flows from operating activities:
Net income	$	959		$	1,752
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		442			503
Stock-based compensation		553			95
Provision for inventory obsolescence		30			45
Gross profit from sale of other equipment		—			(457	)
Changes in:
Accounts receivable		979			(3,032	)
Unbilled revenue		(90	)		75
Inventories		1,896			(5,742	)
Prepaid expenses and other current and long-term assets		66			1,042
Income taxes receivable and payable		(81	)		54
Accounts payable, accrued expenses and other current liabilities		(23	)		2,465
Deferred revenue and customer deposits		(1,822	)		(495	)
Net cash provided by (used in) operating activities		2,909			(3,695	)
Cash flows from investing activities:
Purchases of property and equipment		(419	)		(146	)
Sale of other equipment		—			457
Net cash (used in) provided by investing activities		(419	)		311
Cash flows from financing activities:
Net cash provided by financing activities		—			—
Effect of changes in foreign exchange rates on cash and cash equivalents		6			(1	)
Net change in cash and cash equivalents		2,496			(3,385	)
Cash and cash equivalents, beginning of period		5,336			5,289
Cash and cash equivalents, end of period	$	7,832		$	1,904
Supplemental cash flow information:
Income taxes paid	$	1,049		$	938

The accompanying notes are an integral part of these condensed consolidated financial statements.

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MIND TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)

	*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
Net income		—		—		—		—		—		—		1,929			—		1,929
Stock-based compensation		—		—		—		—		281		—		—			—		281
Balances, July 31, 2025		7,969	$	80		—	$	—	$	136,219	$	—	$	(107,489	)	$	34	$	28,844

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MIND TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)

	*Common Stock*				*Preferred Stock*											*Accumulated*
									*Additional*							*Other*
									*Paid-In*		*Treasury*		*Accumulated*			*Comprehensive*
	*Shares*		*Amount*		*Shares*		*Amount*		*Capital*		*Stock*		*Deficit*			*Gain*		*Total*
Balances, January 31, 2024		1,406	$	14		1,683	$	37,779	$	113,121	$	—	$	(128,307	)	$	34	$	22,641
Net income		—		—		—		—		—		—		954			—		954
Stock-based compensation		—		—		—		—		48		—		—			—		48
Balances, April 30, 2024		1,406	$	14	$	1,683	$	37,779	$	113,169	$	—	$	(127,353	)	$	34	$	23,643
Net income		—		—		—		—		—		—		798			—		798
Stock-based compensation		—		—		—		—		46		—		—			—		46
Balances, July 31, 2024		1,406	$	14		1,683	$	37,779	$	113,215	$	—	$	(126,555	)	$	34	$	24,487

The accompanying notes are an integral part of these condensed consolidated financial statements.

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MIND TECHNOLOGY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Organization, Liquidity and Summary of Significant Accounting Policies

Organization—MIND Technology, Inc., a Delaware corporation (the “Company”), was incorporated in 1987. The Company, through its wholly owned subsidiaries, Seamap Pte Ltd, MIND Maritime Acoustics, LLC, Seamap (Malaysia) Sdn Bhd and Seamap (UK) Ltd, collectively “Seamap”, designs, manufactures and sells a broad range of proprietary products for the seismic, hydrographic and offshore industries with product sales and support facilities based in Singapore, Malaysia, the United Kingdom and the state of Texas.

Liquidity—As of July 31, 2025, the Company had working capital of approximately $25.1 million, including cash and cash equivalents of approximately $7.8 million, compared to working capital of approximately $23.5 million, including cash and cash equivalents of approximately $5.3 million as of January 31, 2025. The Company does not have a credit facility in place and depends on cash on hand and cash flows from operations to satisfy its liquidity needs. However, the Company believes it will have adequate liquidity to meet its future operating requirements through a combination of cash on hand, cash expected to be generated from operations, disciplined working capital management, potential financing secured by company-owned real property, and the issuance of equity securities or some other form of financing.

Summary of Significant Accounting Policies—We describe our significant accounting policies in Note 1 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended January 31, 2025. During the three and six months ended July 31, 2025, there were no changes to those accounting policies.

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2. Basis of Presentation

The condensed consolidated balance sheet as of January 31, 2025, for the Company has been derived from audited consolidated financial statements. The unaudited interim condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2025 (“fiscal 2025”). In the opinion of the Company’s management, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position as of July 31, 2025, the results of operations for the three and six -months ended July 31, 2025 and 2024, the cash flows for the six months ended July 31, 2025 and 2024, and the statement of stockholders’ equity for the three and six -months ended July 31, 2025 and 2024, have been included in these condensed consolidated financial statements. The foregoing interim results are not necessarily indicative of the results of operations to be expected for the full fiscal year ending January 31, 2026 (“fiscal 2026”).

3. New Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 seeks to improve transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disclosures. The updated guidance is effective for the Company on February 1, 2025. The adoption of this accounting standard did not have a material impact on the Company's consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03"), to enhance the disclosures public entities provide regarding specified information about certain costs and expenses at each interim and annual reporting period so that investors can better understand an entity’s overall performance, including its cost structure, and assess potential future cash flows. ASU 2024-03 is effective for the Company for annual periods beginning February 1, 2027, and interim periods within fiscal years beginning February 1, 2028. The Company is evaluating the new guidance to determine the impact it will have on the disclosures to its consolidated financial statements.

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4. Revenue from Contracts with Customers

The following table presents revenue from contracts with customers disaggregated by timing of revenue recognition:

	*Three Months Ended July 31,*				*Six Months Ended July 31,*
	*2025*		*2024*		*2025*		*2024*
Revenue recognized at a point in time:	(in thousands)
Total revenue recognized at a point in time	$	13,215	$	9,661	$	20,771	$	19,038
Revenue recognized over time:
Total revenue recognized over time		346		375		692		676
Total revenue from contracts with customers	$	13,561	$	10,036	$	21,463	$	19,714

The following table presents revenue from contracts with customers disaggregated by geography, based on the location of our customers' headquarters:

	*Three Months Ended July 31,*				*Six Months Ended July 31,*
	*2025*		*2024*		*2025*		*2024*
	(in thousands)
United States	$	736	$	446	$	1,286	$	771
China		618		1,462	$	877	$	7,230
Norway		8,906		6,217	$	12,181	$	8,975
Turkey		982		205	$	1,209	$	238
Singapore		1,413		260	$	2,440	$	471
Canada		152		—		669		—
Japan		272		21		950		224
Other		482		1,425		1,851		1,805
Total revenue from contracts with customers	$	13,561	$	10,036	$	21,463	$	19,714

Performance Obligations

The revenue from products manufactured and sold by our Seamap business is generally recognized at a point in time, or when the customer takes possession of the product, based on the terms and conditions stipulated in our contracts with customers. However, revenue is recognized over time when our Seamap business provides repair and maintenance services, or performs upgrades, on customer-owned equipment, which occurs periodically. In addition, our Seamap business provides annual Software Maintenance Agreements (“SMAs”) to customers who have an active license for software embedded in Seamap products. The revenue from SMAs is recognized over time, with the total value of the SMAs amortized in equal monthly amounts over the life of the contract. The duration of SMAs is typically one year or less. We do not have elements of variable consideration within these contracts.

As of July 31, 2025 and January 31, 2025, due to the nature of our contracts and the services and products we provide, there were no significant outstanding liability balances for refunds or returns. Our warranties are limited to assurance warranties that are of a standard length and are not considered to be material rights. For the six months ended July 31, 2025 and July 31, 2024, we did not recognize revenue from performance obligations satisfied in a prior period.

Contract Balances

Prepayments and deferred revenue on SMAs have a significant impact on our contract liabilities. Considering the products manufactured and sold by our Seamap business and the Company’s standard contract terms and conditions, we expect our contract assets and liabilities to turn over, on average, within a three to six-month period. We do not have any long-term service contracts or related long-term contract assets or liabilities. Costs to obtain and fulfill contracts are considered immaterial and are expensed during the period when incurred. Contract liabilities decreased by approximately $461,000 during the six months ended July 31, 2025 due primarily to recognition of revenue during the year.

As of July 31, 2025, and July 31, 2024, contract assets and liabilities consisted of the following:

	*July 31, 2025*			*July 31, 2024*
Contract Assets:	(in thousands)
Contract Assets, beginning balance	$	20		$	26
Revenue accrued	$	12		$	102
Amounts billed	$	(20	)	$	(26	)
Total unbilled revenue	$	12		$	102
Contract Liabilities:
Contract liabilities, beginning balance	$	1,792		$	3,649
Deferred revenue and customer deposits	$	1,186		$	760
Revenue recognized	$	(1,646	)	$	(1,255	)
Total deferred revenue & customer deposits	$	1,332		$	3,154

With respect to the presentation of contract assets and liabilities above, sales and transaction-based taxes are excluded from revenue. Also, we expense costs incurred to obtain contracts because the amortization period would be one year or less. These costs are recorded in selling, general and administrative expenses.

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5. Balance Sheet

	*July 31, 2025*			*January 31, 2025*
	(in thousands)
Inventories:
Raw materials	$	8,270		$	8,485
Finished goods		3,717			3,980
Work in progress		1,253			2,817
Cost of inventories		13,240			15,282
Less allowance for obsolescence		(1,423	)		(1,537	)
Total inventories, net	$	11,817		$

SEC Form 10-Q filed by MIND Technology Inc.