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UNITED STATES
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 (Date of Earliest Event Reported): December 3, 2020
MIND Technology, Inc.
_________________________________________
(Exact name of registrant as specified in its charter)
   
Delaware001-1349076-0210849
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation)File Number)Identification No.)
    
2002 Timberloch Place, Suite 400,                                 77380
The Woodlands, Texas                                    

________________________________
(Address of principal executive offices)
 
___________
(Zip Code)

Registrant’s telephone number, including area code: (281)353-4475

Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol (s)Name of each exchange on which registered
Common Stock - $0.01 par value per shareMINDThe NASDAQ Stock Market LLC
Series A Preferred Stock - $1.00 par value per shareMINDPThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.




Item 2.02 Results of Operation and Financial Condition.
On December 3, 2020, MIND Technology, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended October 31, 2020. The date and time for a conference call discussing the earnings are also included in the press release. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference into Item 2.02.

The Company’s press release contains non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with United States generally accepted accounting principles, or GAAP. Pursuant to the requirements of Regulation G, the Company has provided within the press release quantitative reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

The information in this Item 2.02 (including the press release attached as Exhibit 99.1 and incorporated by reference into Item 2.02) is being furnished, not filed, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Securities Act”), is not subject to the liabilities of that section, and will not be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 7.01 Regulation FD Disclosure.

On December 3, 2020, the Company issued a press release announcing its financial results for the quarter ended October 31, 2020. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference into Item 7.01.

Cautionary Note Regarding Forward-Looking Statements

Certain of the statements contained in this report should be considered forward-looking statements. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” “would,” “continue,” “seek,” “target,” “guidance,” “outlook,” “if current trends continue,” “optimistic,” “forecast” and other similar words. Such statements include, but are not limited to, statements about the Company’s plans, objectives, expectations, intentions, estimates and strategies for the future, and other statements that are not historical facts. These forward-looking statements are based on the Company’s current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results and financial position and timing of certain events to differ materially from the information in the forward-looking statements. These risks and uncertainties include, but are not limited to, those set forth in the Company’s Annual Report on Form 10-K for the year ended January 31, 2020 (especially in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations), and other risks and uncertainties listed from time to time in the Company’s other filings with the SEC. There may be other factors of which the Company is not currently aware that may affect matters discussed in the forward-looking statements and may also cause actual results to differ materially from those discussed. In addition, there is uncertainty about the spread of the COVID-19 virus and the impact it may have on the Company’s operations, the demand for the Company’s products or services, global supply chains and economic activity in general. The Company does not assume any obligation to publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements other than as required by law. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statement.

The information in this Item 7.01 (including the press release attached as Exhibit 99.1 and incorporated by reference into Item 7.01) is being furnished, not filed, for purposes of Section 18 of the Securities Act, is not subject to the liabilities of that section, and will not be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit NumberDescription
99.1




SIGNATURES
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.

  MIND Technology, Inc.
      
December 3, 2020 By:/s/ Robert P. Capps
    
    Name: Robert P. Capps
    Title: Co-Chief Executive Officer, Executive Vice President-Finance and Chief Financial Officer




Document


https://cdn.kscope.io/094733d3e7332579a287d3e949052b57-mindlogoii1a.jpg
NEWS RELEASE
FOR IMMEDIATE RELEASEContacts:Rob Capps, Co-CEO
MIND Technology, Inc.
281-353-4475
Ken Dennard / Zach Vaughan
Dennard Lascar Investor Relations
713-529-6600
MIND@dennardlascar.com

MIND TECHNOLOGY, INC. REPORTS
FISCAL 2021 THIRD QUARTER RESULTS

THE WOODLANDS, TX – December 3, 2020 – MIND Technology, Inc. (NASDAQ: MIND) (“MIND” or the “Company”) today announced financial results for its fiscal 2021 third quarter ending October 31, 2020.
Revenues from continuing operations for the third quarter of fiscal 2021 were $6.5 million compared to $5.1 million in the second quarter of fiscal 2021 and $8.2 million in the third quarter of fiscal 2020. The sequential improvement was primarily due to an increase in activity and the completion of SeaLink towed streamer orders.
The loss from continuing operations for the third quarter of fiscal 2021 was approximately $2.4 million compared to a loss of $1.3 million in the third quarter of fiscal 2020. The Company reported a net loss per share from continuing operations of $(0.24) in the third quarter of fiscal 2021 compared to a loss per share of $(0.15) in the third quarter of fiscal 2020.
Adjusted EBITDA from continuing operations for the third quarter of fiscal 2021 was a loss of $1.5 million compared to a loss of $423,000 in the third quarter of fiscal 2020. Adjusted EBITDA from continuing operations, which is a non-GAAP measure, is defined and reconciled to reported net loss from continuing operations and cash provided by operating activities in the accompanying financial tables. These are the most directly comparable financial measures calculated and presented in accordance with United States generally accepted accounting principles. Backlog as of October 31, 2020 was approximately $8.2 million compared to $7.6 million at July 31, 2020 and $8.9 million at January 31, 2020. The loss from discontinued operations in the third quarter of fiscal 2021 was approximately $1.2 million compared to the loss from discontinued operations of $709,000 in the third quarter of fiscal 2020.



As has been previously disclosed, the Company is exiting the land leasing business as part of its recently completed reincorporation and rebranding process. Accordingly, the Equipment Leasing segment has been treated as a discontinued operation, and the associated results are excluded from the Company’s results from continuing operations for all periods presented. Assets and liabilities associated with the Equipment Leasing segment have been reclassified as “held for sale” in the accompanying consolidated condensed balance sheet.
Rob Capps, MIND’s Co-Chief Executive Officer, stated, “Our third quarter results for fiscal 2021 came in somewhat ahead of expectations despite the negative impact that COVID-19 restrictions have had on the global marine industry. Revenues rose almost 29% sequentially, benefiting from an uptick in order activity for our seismic exploration products.
“Certain market trends in the marine seismic industry are expected to drive higher demand for our products and core technologies in both the near and long term. For instance, we are seeing a growing use of un-manned marine vehicles in the commercial and military sector, increasing demand for higher resolution underwater sonar images, and seeking solutions for both anti-submarine warfare (ASW) and maritime security applications using commercially developed technologies. In response to these trends, we have established certain strategic initiatives that will allow us to address market needs, such as developing sensor packages for un-manned vehicles, partnering with a European contractor to jointly upgrade next-generation sonar systems, and utilizing proven passive array technology within ASW and maritime security applications. In total, we estimate that our serviceable market, that is the markets that we can address with current and planned products, is approximately $1.3 billion per year.
“We believe that these market trends will increase demand for certain sonar and seismic technologies in the marine industry, and we continue to be optimistic about the future,” continued Capps. “We remain the foremost supplier of source controller technology to the seismic exploration market and are seeing a heightened level of customer interest in upgrading capabilities, some of which we believe are unique to our products. Recent order activity for our source controller products is, we believe, an indication of this interest. We intend to build on our strengths and add innovative new technologies to our portfolio while leveraging our existing technologies into novel new solutions that can economically address the needs of the global marine marketplace.
“At the end of October, our backlog was up by about 8% from the end of the previous quarter, which gives us high confidence in a positive trend for near-term order flow in the fourth quarter and into the fiscal 2022 year. The Company is well-positioned to capture growth opportunities as they develop, and our balance sheet gives us the financial flexibility to execute on



our strategy to become the leading provider of innovative marine technology and products,” concluded Capps.

CONFERENCE CALL
Management has scheduled a conference call for Friday, December 4th at 9:00 a.m. Eastern Time (8:00 a.m. Central Time) to discuss fiscal 2021 third quarter results. To access the call, please dial (412) 902-0030 and ask for the MIND Technology call at least 10 minutes prior to the start time. Investors may also listen to the conference live on the MIND Technology website,
http://mind-technology.com, by logging onto the site and clicking “Investor Relations.” A telephonic replay of the conference call will be available through December 11, 2020 and may be accessed by calling (201) 612-7415 and using passcode 13713498#. A webcast archive will also be available at http://mind-technology.com shortly after the call and will be accessible for approximately 90 days. For more information, please contact Dennard Lascar Investor Relations by email MIND@dennardlascar.com.

ABOUT MIND TECHNOLOGY

MIND Technology, Inc. provides technology and solutions for exploration, survey and defense applications in oceanographic, hydrographic, defense, seismic and security industries. Headquartered in The Woodlands, Texas, MIND Technology has a global presence with key operating locations in the United States, Singapore, Malaysia and the United Kingdom. Its Klein and Seamap units design, manufacture and sell specialized, high performance sonar and seismic equipment. For more information, visit http://mind-technology.com.






Forward-looking Statements

Certain statements and information in this press release concerning results for the quarter ended October 31, 2020 may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “should,” “would,” “could” or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. All comments concerning our expectations for future revenues and operating results are based on our forecasts of our existing operations and do not include the potential impact of any future acquisitions or dispositions. Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. These risks and uncertainties include, without limitation, reductions in our customers’ capital budgets, our own capital budget, limitations on the availability of capital or higher costs of capital, volatility in commodity prices for oil and natural gas and the extent of disruptions caused by the COVID-19 outbreak.

For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, unless required by law, whether as a result of new information, future events or otherwise. All forward-looking statements included in this press release are expressly qualified in their entirety by the cautionary statements contained or referred to herein.


Tables to Follow




MIND TECHNOLOGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(unaudited)
October 31, 2020January 31, 2020
ASSETS
Current assets:
Cash and cash equivalents$2,664 $3,090 
Restricted cash— 144 
Accounts receivable, net of allowance for doubtful accounts of $1,044 and $2,378
at October 31, 2020 and January 31, 2020, respectively
5,609 6,623 
Inventories, net11,880 12,656 
Prepaid expenses and other current assets1,278 1,987 
Assets held for sale5,440 14,913 
Total current assets26,871 39,413 
Property and equipment, net4,954 5,419 
Operating lease right-of-use assets1,363 2,300 
Intangible assets, net6,831 8,136 
Goodwill— 2,531 
Other assets774 429 
Total assets$40,793 $58,228 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable$1,441 $1,767 
Deferred revenue205 731 
Accrued expenses and other current liabilities2,468 1,565 
Income taxes payable691 316 
Operating lease liabilities - current280 1,339 
Liabilities held for sale1,133 2,730 
Total current liabilities6,218 8,448 
Operating lease liabilities - non-current 1,083 961 
Notes payable1,607 — 
Other non-current liabilities797 967 
Deferred tax liability134 200 
Total liabilities9,839 10,576 
Shareholders’ equity:
Preferred stock, $1.00 par value; 2,000 shares authorized; 994 shares issued and
outstanding at October 31, 2020 and January 31, 2020
22,104 22,104 
Common stock, $0.01 par value; 40,000 shares authorized; 14,773 and 14,097 shares issued at
October 31, 2020, and January 31, 2020, respectively
148 141 
Additional paid-in capital125,810 123,964 
Treasury stock, at cost (1,929 shares at October 31, 2020 and January 31, 2020)(16,860)(16,860)
Accumulated deficit(95,823)(77,310)
Accumulated other comprehensive loss(4,425)(4,387)
Total shareholders’ equity30,954 47,652 
Total liabilities and shareholders’ equity$40,793 $58,228 









MIND TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
 For the Three Months Ended October 31,For the Nine Months Ended October 31,
 2020201920202019
Revenues:
Sale of marine technology products$6,541 $8,175 $14,814 $21,039 
Total revenues6,541 8,175 14,814 21,039 
Cost of sales:
Sale of marine technology products4,267 4,860 10,039 12,478 
Total cost of sales4,267 4,860 10,039 12,478 
Gross profit2,274 3,315 4,775 8,561 
Operating expenses:
Selling, general and administrative2,973 3,401 8,915 10,538 
Research and development912 629 2,077 1,442 
Impairment of intangible assets— — 2,531 — 
Depreciation and amortization662 604 2,092 1,810 
Total operating expenses4,547 4,634 15,615 13,790 
Operating loss(2,273)(1,319)(10,840)(5,229)
Other income (expense):
Other, net12 (31)68 145 
Total other income (expense)12 (31)68 145 
Loss from continuing operations before income taxes(2,261)(1,350)(10,772)(5,084)
(Provision) benefit for income taxes(109)31 79 75 
Loss from continuing operations(2,370)(1,319)(10,693)(5,009)
Loss from discontinued operations, net of income taxes(1,220)(709)(6,143)(2,570)
Net loss$(3,590)$(2,028)$(16,836)$(7,579)
Preferred stock dividends(559)(522)(1,677)(1,492)
Net loss attributable to common shareholders$(4,149)$(2,550)$(18,513)$(9,071)
Net loss per common share: - Basic
Continuing operations$(0.24)$(0.15)$(1.01)$(0.54)
Discontinued operations$(0.10)$(0.06)$(0.50)$(0.21)
Net loss$(0.34)$(0.21)$(1.51)$(0.75)
Net loss per common share: - Diluted
Continuing operations$(0.24)$(0.15)$(1.01)$(0.54)
Discontinued operations$(0.10)$(0.06)$(0.50)$(0.21)
Net loss$(0.34)$(0.21)$(1.51)$(0.75)
Shares used in computing net loss per common share:
Basic12,313 12,158 12,223 12,135 
Diluted12,313 12,158 12,223 12,135 




MIND TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
For the Nine Months Ended
October 31,
 20202019
Cash flows from operating activities:
Net loss$(16,836)$(7,579)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization3,920 5,806 
Stock-based compensation562 612 
Impairment of intangible assets2,531 — 
Loss on disposal of discontinued operations1,859 — 
Provision for doubtful accounts, net of charge offs470 23 
Provision for inventory obsolescence256 — 
Gross profit from sale of lease pool equipment(1,326)(987)
Gross profit from sale of other equipment(303)— 
Deferred tax expense(32)135 
Non-current prepaid tax— (157)
Changes in:
Accounts receivable3,640 (1,020)
Unbilled revenue(6)(302)
Inventories762 (2,835)
Prepaid expenses and other current and long-term assets1,065 240 
Income taxes receivable and payable390 — 
Accounts payable, accrued expenses and other current liabilities(1,827)(392)
Deferred revenue72 1,979 
Foreign exchange losses net of gains— 230 
Net cash used in operating activities(4,803)(4,247)
Cash flows from investing activities:
Purchases of seismic equipment held for lease(110)(1,939)
Purchases of property and equipment(64)(893)
Sale of used lease pool equipment2,010 1,415 
Sale of assets held for sale734 — 
Sale of business, net of cash sold— 239 
Net cash provided by (used in) investing activities2,570 (1,178)
Cash flows from financing activities:
Proceeds from exercise of stock options— 25 
Net proceeds from preferred stock offering— 2,211 
Net proceeds from common stock offering1,291 — 
Preferred stock dividends(1,118)(1,492)
Proceeds from PPP loans1,607 — 
Net cash provided by financing activities1,780 — 744 
Effect of changes in foreign exchange rates on cash, cash equivalents and restricted cash(117)(69)
Net decrease in cash, cash equivalents and restricted cash(570)(4,750)
Cash, cash equivalents and restricted cash, beginning of period3,234 9,549 
Cash, cash equivalents and restricted cash, end of period$2,664 $4,799 





MIND TECHNOLOGY, INC.
Reconciliation of Net Loss From Continuing Operations and Net Cash Provided by Operating Activities to EBITDA and
Adjusted EBITDA From Continuing Operations
(in thousands)
(unaudited)
 For the Three Months Ended October 31,For the Nine Months Ended October 31,
 2020201920202019
Reconciliation of Net loss from continuing operations to EBITDA and Adjusted EBITDA
Net loss from continuing operations$(2,370)$(1,319)$(10,693)$(5,009)
Depreciation and amortization662 639 2,092 1,914 
Provision (benefit) for income taxes109 (31)(79)(75)
EBITDA from continuing operations (1)(1,599)(711)(8,680)(3,170)
Non-cash foreign exchange losses35 18 79 86 
Stock-based compensation113 270 562 612 
Impairment of intangible assets— — 2,531 — 
Adjusted EBITDA from continuing operations (1)$(1,451)$(423)$(5,508)$(2,472)
Reconciliation of Net Cash Used in Operating Activities to EBITDA
Net cash used in operating activities$(2,237)$(745)$(4,803)$(4,247)
Stock-based compensation(113)(270)(562)(612)
Provision for inventory obsolescence(22)(23)(67)(23)
Changes in accounts receivable (current and long-term)1,003 2,396 (2,178)916 
Interest paid11 13 34 40 
Taxes paid, net of refunds(27)143 219 325 
Gross profit from sale of other equipment303 — 303 — 
Changes in inventory(1,462)494 -763(762)3,162 
Changes in accounts payable, accrued expenses and other current liabilities and deferred revenue
685 (1,051)1,441 (1,935)
Impairment of intangible assets— — (2,531)— 
Changes in prepaid expenses and other current and long-term assets(162)(240)(631)(145)
Foreign exchange (gains) losses, net— (241)— (230)
Reserve against non-current prepaid income taxes— 137 — — 
Other422 (1,324)857 (421)
EBITDA from continuing operations (1)$(1,599)$(711)$(8,680)$(3,170)

1.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, non-cash costs of lease pool equipment sales, impairment of intangible assets, stock-based compensation 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. These non-GAAP financial measures are not intended to replace the presentation of financial results in accordance with GAAP. Rather, 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 and finance working capital requirements. 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 as alternatives 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.