MIND Technology, Inc.

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

 

Overview

 

Management believes that the performance of our Seamap segment is indicated by revenues from sales of products and by gross profit from those sales. Management monitors EBITDA and Adjusted EBITDA, both as defined and reconciled to the most directly comparable financial measures calculated and presented in accordance with United States generally accepted accounting principles (“GAAP”), in the following table, as key indicators of our overall performance and liquidity.

 

	For the Three Months Ended April 30,
	2026				2025
Reconciliation of Net loss to EBITDA and Adjusted EBITDA		(in thousands)
Net loss	$	(411	)		$	(970	)
Depreciation and amortization		228				225
Provision for income taxes		476				294
EBITDA (1)		293				(451	)
Stock-based compensation		518				272
Adjusted EBITDA (1)	$	811			$	(179	)
Reconciliation of Net Cash (Used in) Provided by Operating Activities to EBITDA
Net cash (used in) provided by operating activities	$	(1,346	)		$	4,068
Stock-based compensation		(518	)			(272	)
Provision for inventory obsolescence		—				(15	)
Changes in accounts receivable		3,944				(3,985	)
Taxes paid, net of refunds		411				80
Changes in inventory		(172	)			(282	)
Changes in accounts payable, accrued expenses and other current liabilities, deferred revenue and customer deposits		(1,505	)			(143	)
Changes in prepaid expenses and other current and long-term assets		(521	)			92
Other		—				6
EBITDA (1)	$	293			$	(451	)

 

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(1)

EBITDA and Adjusted EBITDA are non-GAAP financial measures. EBITDA is defined as net income before (a) interest income and interest expense, (b) provision for (or benefit from) income taxes and (c) depreciation and amortization. Adjusted EBITDA excludes non-cash foreign exchange gains and losses, stock-based compensation, impairment of intangible assets and other non-cash tax related items. We consider EBITDA and Adjusted EBITDA to be important indicators for the performance of our business, but not measures of performance or liquidity calculated in accordance with 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 and we believe 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 of our core cash operations. EBITDA and Adjusted EBITDA are not measures of financial performance or liquidity under GAAP and should not be considered in isolation or as alternatives to cash flow from operating activities or to net income as indicators of operating performance or any other measures of performance derived in accordance with 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.

 

 

We design, manufacture and sell a variety of products used primarily in seismic and marine survey industries. Seamap’s primary products include (i) the GunLink seismic source acquisition and control systems; (ii) the BuoyLink RGPS tracking system used to provide precise positioning of seismic sources and streamers (marine recording channels that are towed behind a vessel) and (iii) SeaLink marine sensors and solid streamer systems (collectively, the “SeaLink” product line or “towed streamer products”). These towed streamer products are primarily designed for three-dimensional, high-resolution marine surveys in marine survey applications.

 

Our results of operations can experience fluctuations in activity levels due to a number of factors outside of our control. These factors include budgetary or financial concerns, supply chain issues, labor issues, inclement weather, and geopolitical events. See Part II, Item 1A- “Risk Factors.”

 

Business Outlook

 

Our financial performance has improved significantly in recent periods, evidenced by the fact that we generated operating income in each of the past three fiscal years.  This has been due to increased demand within our primary markets and efforts to reduce costs and improve product margins.

 

Recently, we have experienced decreased visibility for future business activity, as partially indicated by decreased firm backlog as discussed below.  We believe this is due in large part to uncertainties in the marine exploration and survey markets.  Global economic, political and security concerns have, in our opinion, contributed to this uncertainty.  As an example, certain of our customers have experienced disruptions in operations due to the current conflict in the Middle East.  However, we believe these disruptions are temporary and that the longer-term outlook in the marine exploration and survey market is quite positive.  Certain of our customers have recently reported increasing backlogs and many industry commentators predict a strong resurgence in marine exploration and survey activity.

 

As of April 30, 2026, our backlog of firm orders was approximately $7.6 million, compared to approximately $13.9 million as of January 31, 2026. We believe a significant portion of our current backlog will be completed and shipped by the end of fiscal 2027. In addition to our backlog of firm orders, we have a significant pipeline of pending and potential orders, and we have recently identified new opportunities for later this fiscal year and subsequent periods. We believe our backlog of firm orders, pending and potential orders, and identified new opportunities provide a solid revenue outlook for the balance of fiscal 2027. The level of backlog at a particular point in time may not necessarily be indicative of results in subsequent periods as the size and delivery period of individual orders can vary significantly.

 

Based on this visibility and expected delivery schedules, we expect a decline in revenue in fiscal 2027 from the level of revenue recognized in fiscal 2026.  While our long-term outlook for our existing product lines is optimistic, the outlook for fiscal 2027 is less clear.  We believe this expected decline in fiscal 2027 revenue is due to recent delays in certain projects and temporary changes in capital allocations by ultimate end-users.  We are currently pursuing a number of initiatives, including new products and significant project opportunities, which we believe could have a positive impact on our future financial results.

 

During fiscal 2026, our facility in Huntsville, Texas underwent an expansion to handle an expected increase in activity. As a result, repair and production activities were suspended for several months until the expansion activities were completed and repair and production operations resumed in the third quarter of fiscal 2026. We expect incremental activity and increased revenue from this facility in fiscal 2027.

 

Our revenues tend to fluctuate from quarter to quarter due to delivery schedules and other factors, including the following:

 

•	Inability of our customers to accept delivery of orders as scheduled;

 

•	Cancellation of orders;

 

•	Production difficulties, including supply chain disruptions, which could delay the completion of orders as scheduled;

 

•	Anticipated orders not being received as expected; and

 

•	Other unanticipated delays beyond our control.

 

 

In our Seamap segment, we address the marine survey and exploration markets. We see a number of opportunities to add to our technology and to apply existing technology and products to new applications. We also continue to pursue initiatives to further expand our product offerings. These initiatives include new internally developed technology, introduction of new products based on our existing technology, technology obtained through partnering arrangements with others and a combination of all of these efforts. However, we can give no assurance that any of these initiatives will ultimately have a material impact on our financial position or results of operations.

 

We believe the following developments within the marine technology industry may have a significant impact on our business:

 

•	Increased activity within the marine exploration space, including applications for alternative energy projects such as offshore windfarms and carbon capture projects;

 

•	Increased marine exploration for oil and gas as a result of recent disruptins in Middle East supplies; and

 

•	Demand for economical, commercially developed, technology for maritime security applications.

 

In an effort to exploit these, and other, developments and perceived opportunities, we have prioritized certain strategic initiatives, including adaption of our SeaLink solid streamer technology to:

 

•	Alternative applications, such as hydrographic surveys for windfarm and carbon capture projects; and

 

•	Maritime security applications.

 

We believe that the above applications expand our addressable markets and provide opportunities for further revenue growth.

 

We also believe there are other initiatives that can expand our business and enhance stockholder value.  These include development of new technology and products, the acquisition of technology, products or businesses or the combination with other companies.  We continue to identify and evaluate these opportunities.  We believe the Company is well positioned to take advantage of any such opportunities should they arise.

 

General inflation levels have increased in recently due in part to supply chain issues, increased energy costs and geopolitical uncertainty. In addition, shortages of certain components, such as electronic components, have caused prices for available components to increase in some cases. Although these factors have had a negative impact on our costs, our revenues and results of operations have not been materially impacted by inflation or changing prices in the past several years.

 

Results of Operations

 

Revenues for the three months ended April 30, 2026 were approximately $9.7 million, compared to approximately $7.9 million for the three months ended April 30, 2025,. For the three months ended April 30, 2026, we generated operating income of approximately $14,000, compared to an operating loss of approximately $658,000 for the three months ended April 30, 2025. A more detailed explanation of these variations follows.

 

 

Revenues and Cost of Sales

 

Revenues and cost of sales for our Seamap segment were as follows:

 

	Three Months Ended
	April 30,
	2026				2025
	(in thousands)
Revenue	$	9,672			$	7,902
Cost of sales		5,575				4,571
Gross profit	$	4,097			$	3,331
Gross profit margin		42	%			42	%
Percentage of revenue by source:
System sales		50	%			29	%
After market activity		50	%			71	%

 

A significant portion of Seamap’s sales consist of large discrete orders, the timing of which is dictated by our customers. This timing generally relates to the availability of the vessel in port so that our products can be delivered and installed. Accordingly, sales can significantly vary from one period to another. The remaining sales relate to “after-market” activity such as the sale of spare parts, repairs and services. The gross profit margin in the three-month period ended April 30, 2026 remained consistent with the prior year comparable period. 

 

Operating Expenses

 

General and administrative expenses for the three months ended April 30, 2026, were approximately $3.5 million compared to approximately $3.4 million for the three months ended April 30, 2025 and $3.3 million for the three months ended January 31, 2026. The increase compared to the three months ended April 30, 2025, primarily relates to higher stock-based compensation expense and the increase compared to the three months ended January 31, 2026 primarily relates to the timing of incentive compensation awards.

 

Research and development costs were approximately $310,000 for the three- month period ended April 30, 2026, compared to approximately $380,000 for the three-month period ended April 30, 2025. Costs in each of the periods are related primarily to development of our next generation towed streamer system and other new products.

 

Depreciation and amortization expense, which includes depreciation of equipment, furniture and fixtures and the amortization of intangible assets, decreased primarily attributable to assets becoming fully depreciated and amortized over the year. These costs were approximately $228,000 and $225,000 in the three-month periods ended April 30, 2026, and April 30, 2025, respectively.

 

Other Income and Expense

 

Other income recognized for the three months ended April 30, 2026, related primarily to interest income on cash balances.  Other losses recognized for the three months ended April 30, 2025 related primarily to foreign exchange losses.

 

Provision for Income Taxes

 

For the three months ended April 30, 2026, our income tax expense was approximately $476,000 on pre-tax income of approximately $65,000. For the three months ended April 30, 2025, our income tax expense was approximately $294,000 on a pre-tax loss of approximately $676,000. These amounts differed from the result expected when applying the U.S. statutory rate of 21% to our income before income taxes for the respective periods due primarily to the impact of income taxes accrued in certain foreign jurisdictions, primarily Singapore, which do not have net operating losses available to offset taxable income, and because we do not benefit from tax losses in the U.S. and certain foreign jurisdictions where we have valuation allowances recorded against our deferred tax assets. Valuation allowances have been provided against all deferred tax assets in the United States and certain foreign jurisdictions, including the United Kingdom.

 

 

Liquidity and Capital Resources

 

The Company has generated income from operations and positive Adjusted EBITDA for each of the past three fiscal years.  The Company also generated net income from operations and cash provided by operating activities for each of fiscal 2025 and fiscal 2026.

 

As of April 30, 2026, the Company had working capital of approximately $37.8 million, including cash and cash equivalents of approximately $17.7 million, compared to working capital of approximately $37.4 million, including cash and cash equivalents of approximately $19.1 million, as of January 31, 2026. On March 17, 2026, the Company entered into a trade finance facility with The Hong Kong Bank Corporation Limited, Singapore Branch (“HSBC Singapore”) for the issuance, from time to time, of letters of credit or bank guarantees. The Company has entered into this facility to provide flexibility for potential future projects and to allow the Company to respond efficiently and economically as these potential projects may arise. As of June 10, 2026, there has been no activity associated with this trade facility.

 

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, the issuance of equity securities or some other form of financing.

 

In September 2025 we initiated an at-the-market “ATM” offering program whereby we may issue common stock from time to time for gross proceeds of up to $25.0 million. We believe our ATM program allows us to raise capital quickly and efficiently should the need arise, such as for an acquisition or other business expansion.  Additionally, this facility allows us to raise capital in the event the price of our common stock reflects a market value at which we believe adding capital, at or above that price, to be non-dilutive.  To date, we have issued approximately 1.1 million shares of common stock pursuant to the ATM and generated net proceeds of approximately $11.7 million.  Concurrently with establishing the ATM program, our Board of Directors authorized the buyback of up to $4.0 million of our common stock.  This repurchase program will allow us to move quickly and efficiently should we believe market conditions indicate that the purchase of our own common stock is the best use of our capital. To date we have not repurchased any shares of common stock pursuant to our repurchase program.  We believe both of these liquidity programs are consistent with our stated objective of furthering stockholder value by whatever means feasible.

 

 

 

The following table sets forth selected historical information regarding cash flows from our Consolidated Statements of Cash Flows:

 

	For the Three Months Ended
	April 30,
	2026				2025
	(in thousands)
Net cash (used in) provided by operating activities	$	(1,346	)		$	4,068
Net cash used in investing activities		(48	)			(237	)
Net cash provided by financing activities		—				—
Effect of changes in foreign exchange rates on cash and cash equivalents		—				5
Net (decrease) increase in cash and cash equivalents	$	(1,394	)		$	3,836

 

As of April 30, 2026, we had working capital of approximately $37.8 million, including cash and cash equivalents of approximately $17.7 million, as compared to working capital of approximately $37.4 million, including cash and cash equivalents of approximately $19.1 million, at January 31, 2026.

 

Cash Flows from Operating Activities. Net cash used in operating activities was approximately $1.3 million in the first three months of fiscal 2027 as compared to cash provided by operating activities of approximately $4.1 million in the first three months of fiscal 2026. The decrease in net cash provided by operating activities was due mainly to increases in accounts receivable.

 

Cash Flows from Investing Activities. Net cash used in investing activities during the first three months of fiscal 2026 relates primarily to the purchase of assets and investment related to the expansion of our facility in Huntsville, Texas.

 

Cash Flows from Financing Activities. For the three months ended April 30, 2026 and April 30, 2025, there was no cash flow related to financing activities.

 

We have determined that the undistributed earnings of foreign subsidiaries are not deemed indefinitely reinvested outside of the United States as of April 30, 2026. Furthermore, we have concluded that any deferred taxes with respect to the undistributed foreign earnings would be immaterial.

 

As of April 30, 2026, we had deposits in foreign banks equal to approximately $6.1 million, all of which we believe could be distributed to the United States without adverse tax consequences. However, in certain cases, the transfer of these funds may result in withholding taxes payable to foreign taxing authorities. If withholding taxes should become payable, we believe the amount of tax withheld would be immaterial.

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements.

 

Critical Accounting Estimates

 

Information regarding our critical accounting estimates is included in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended January 31, 2026. There have been no material changes to our critical accounting estimates during the three-month period ended April 30, 2026.