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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): September 14, 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 September 14, 2020, MIND Technology, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended July 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 September 14, 2020, the Company issued a press release announcing its financial results for the quarter ended July 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.
      
September 14, 2020 By:/s/ Robert P. Capps
    
    Name: Robert P. Capps
    Title: Co-Chief Executive Officer, Executive Vice President-Finance and Chief Financial Officer




Document


Contacts: Rob Capps, Co-CEO
MIND Technology, Inc.
281-353-4475
  Ken Dennard / Zach Vaughan
Dennard Lascar Investor Relations
713-529-6600

MIND TECHNOLOGY, INC. REPORTS
FISCAL 2021 SECOND QUARTER RESULTS

THE WOODLANDS, TX – September 14, 2020 – MIND Technology, Inc. (NASDAQ: MIND) (“MIND” or “the Company”) today announced financial results for its fiscal 2021 second quarter ending July 31, 2020.
Revenues from continuing operations for the second quarter of fiscal 2021 were $5.1 million compared to $3.2 million in the first quarter of fiscal 2021 and $6.8 million in the second quarter of fiscal 2020. The year-over-year decline was primarily attributable to the impact of COVID restrictions, which caused shipment delays from the Company’s Seamap business and a temporary shutdown of production facilities.
During the second quarter of fiscal 2021, as part of the Company’s rebranding process and strategic changes, management and the board of directors determined to exit the land seismic leasing business within twelve months of July 31, 2020. Accordingly, the Equipment Leasing segment has been treated as discontinued operations 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.
The loss from continuing operations for the second quarter of fiscal 2021 was approximately $1.9 million, compared to $1.5 million in the second quarter of fiscal 2020. The Company reported a net loss per share from continuing operations of $(0.20) in the second quarter of fiscal 2021 compared to $(0.16) in the second quarter of fiscal 2020.
Adjusted EBITDA from continuing operations for the second quarter of fiscal 2021 was a loss of $1.5 million compared to a loss of $694,000 in the second 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 July 31, 2020 was approximately $7.6 million compared to $10.2 million at April 30, 2020 and $8.9 million at January 31, 2020.



In the second quarter of fiscal 2021, the loss from discontinued operations was approximately $4.7 million, which included the effect of estimated disposal costs of $600,000 and the recognition of a charge for cumulative currency translations adjustments related to those operations of $2.7 million. In the second quarter of fiscal 2020, the loss from discontinued operations was $1.6 million.
Rob Capps, MIND’s Co-Chief Executive Officer, stated, “The prolonged disruptions and the decline in international activity caused by the COVID-19 pandemic continued to have a negative impact on our operations and near-term order flow. As an example, we completed a $1.8 million order at Seamap in the second quarter of this year; however, the customer was unable to arrange shipment and take delivery because of COVID-related transportation issues. We expect the shipment to be completed during the third quarter of fiscal 2021. Bid and inquiry activity remains solid, but it appears that customers are delaying making firm commitments. Travel restrictions have exacerbated these issues globally. We believe these factors have affected our recent results and backlog.
“However, we are optimistic about the future. Our MA-X and Micro MA-X technologies continue to attract interest. In addition, despite delays due to travel restrictions, we have recently completed successful demonstrations and tests of these technologies to various organizations within the U.S. Navy, which we believe can lead to significant program opportunities. We remain the dominant supplier of source controller technology to the seismic exploration market and are seeing renewed customer interest in upgrading capabilities, some of which are unique to our products. As announced a few weeks ago, we have entered into an agreement with a major European defense contractor to jointly upgrade existing technology to create the next generation of synthetic aperture sonar systems for commercial and military markets. These and other developments and initiatives fuel our optimism for MIND’s future.
“All of our facilities are currently operating, albeit with certain COVID-19 related constraints and various regional restrictions. We also continue to focus on our cost structure to ensure we have the appropriate resources to execute our plans,” continued Capps. “At our Annual Meeting of Shareholders held on July 27, 2020, we received shareholder approval for the reincorporation and rebranding of our Company, including a name change to MIND Technology, Inc., a change in our domicile from Texas to Delaware and an expansion of our authorized capital. We think these were important steps in positioning the Company for future growth.”
Capps concluded, “We remain focused on our strategic vision of becoming a leading provider of innovative marine technology and products, and we are excited about the numerous new business and technology initiatives that we believe will create value additions and higher returns on



investment. We plan to continue to grow our portfolio of technology and product offerings, whether through internal development, acquisition or alliances, while also expanding the markets for our existing line of products.”

CONFERENCE CALL
Management has scheduled a conference call for Tuesday, September 15th at 9:00 a.m. Eastern Time (8:00 a.m. Central Time) to discuss fiscal 2021 second 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 September 22, 2020 and may be accessed by calling (201) 612-7415 and using passcode 13708722#. 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 July 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)
July 31, 2020January 31, 2020
ASSETS
Current assets:
Cash and cash equivalents$2,638 $3,090 
Restricted cash 144 
Accounts receivable, net of allowance for doubtful accounts of $1,044 and $2,378
at July 31, 2020 and January 31, 2020, respectively
4,439 6,623 
Inventories, net13,309 12,656 
Prepaid expenses and other current assets1,646 1,987 
Assets held for sale6,650 14,913 
Total current assets28,682 39,413 
Seismic equipment lease pool and property and equipment, net5,157 5,419 
Operating lease right-of-use assets1,636 2,300 
Intangible assets, net7,241 8,136 
Goodwill 2,531 
Other assets776 $429 
Total assets$43,492 $58,228 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable$988 $1,767 
Deferred revenue370 731 
Accrued expenses and other current liabilities2,226 1,565 
Income taxes payable618 316 
Operating lease liabilities - current613 1,339 
Liabilities held for sale1,305 2,730 
Total current liabilities6,120 8,448 
Operating lease liabilities - non-current 1,023 961 
Long-Term debt1,607 
Other non-current liabilities854 967 
Deferred tax liability200 200 
Total liabilities9,804 10,576 
Shareholders’ equity:
Preferred stock, $1.00 par value; 2,000 shares authorized; 994 and 994 shares issued and
outstanding at July 31, 2020 and January 31, 2020, respectively
22,104 22,104 
Common stock, $0.01 par value; 40,000 shares authorized; 14,097 and 14,097 shares issued at
July 31, 2020, and January 31, 2020, respectively
141 141 
Additional paid-in capital124,413 123,964 
Treasury stock, at cost (1,929 shares at July 31, 2020 and January 31, 2020)(16,860)(16,860)
Accumulated deficit(91,674)(77,310)
Accumulated other comprehensive loss(4,436)(4,387)
Total shareholders’ equity33,688 47,652 
Total liabilities and shareholders’ equity$43,492 $58,228 









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,
 2020201920202019
Revenues:
Sale of marine technology products$5,086 $6,820 $8,273 $12,864 
Total revenues5,086 6,820 8,273 12,864 
Cost of sales:
Sale of marine technology products3,069 4,013 5,772 7,618 
Total cost of sales3,069 4,013 5,772 7,618 
Gross profit2,017 2,807 2,501 5,246 
Operating expenses:
Selling, general and administrative2,988 3,380 5,942 7,137 
Research and development755 498 1,165 813 
Impairment of intangible assets  2,531  
Depreciation and amortization700 605 1,430 1,206 
Total operating expenses4,443 4,483 11,068 9,156 
Operating loss(2,426)(1,676)(8,567)(3,910)
Other income (expense):
Other, net 136 56 176 
Total other income 136 56 176 
Loss before income taxes(2,426)(1,540)(8,511)(3,734)
Benefit for income taxes530 46 188 44 
Loss from continuing operations$(1,896)$(1,494)$(8,323)$(3,690)
Loss from discontinued operations, net of income taxes$(4,708)$(1,643)$(4,923)$(1,861)
Net loss$(6,604)$(3,137)$(13,246)$(5,551)
Preferred stock dividends(559)(499)(1,118)(970)
Net loss attributable to common shareholders$(7,163)$(3,636)$(14,364)$(6,521)
Net loss per common share: - Basic
Continuing Operations$(0.20)$(0.16)$(0.78)$(0.39)
Discontinued Operations$(0.39)$(0.14)$(0.40)$(0.15)
Net loss$(0.59)$(0.30)$(1.18)$(0.54)
Net loss per common share: - Diluted
Continuing Operations$(0.20)$(0.16)$(0.78)$(0.39)
Discontinued Operations$(0.39)$(0.14)$(0.40)$(0.15)
Net loss$(0.59)$(0.30)$(1.18)$(0.54)
Shares used in computing loss per common share:
Basic12,182 12,128 12,177 12,124 
Diluted12,182 12,128 12,177 12,124 




MIND TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
For the Six Months Ended
July 31,
 20202019
Cash flows from operating activities:
Net loss$(13,246)$(5,551)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization3,210 3,960 
Stock-based compensation449 341 
Impairment of intangible assets2,531  
Loss on disposal of discontinued operations1,859  
Provision for doubtful accounts, net of charge offs470  
Provision for inventory obsolescence234  
Gross profit from sale of lease pool equipment(1,326)(780)
Deferred tax expense263 135 
Changes in:
Accounts receivable4,404 100 
Unbilled revenue(9)3 
Inventories(675)(2,372)
Prepaid expenses and other current and long-term assets766 (11)
Income taxes receivable and payable (47)
Accounts payable, accrued expenses and other current liabilities(1,583)632 
Deferred revenue87 (50)
Foreign exchange losses net of gains 137 
Net cash used in operating activities(2,566)(3,503)
Cash flows from investing activities:
Purchases of seismic equipment held for lease(110)(230)
Purchases of property and equipment(302)(573)
Sales of used lease pool equipment2,010 1,186 
Sale of business, net of cash sold 239 
Net cash provided by investing activities1,598 622 
Cash flows from financing activities:
Proceeds from exercise of stock options 26 
Net proceeds from preferred stock offering 1,980 
Preferred stock dividends(1,118)(970)
Proceed from PPP loans1,607  
Net cash provided by financing activities489 1,036 
Effect of changes in foreign exchange rates on cash, cash equivalents and restricted cash(117)(65)
Net decrease in cash, cash equivalents and restricted cash(596)(1,910)
Cash, cash equivalents and restricted cash, beginning of period3,234 9,549 
Cash, cash equivalents and restricted cash, end of period$2,638 $7,639 





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 July 31,For the Six Months Ended July 31,
 2020201920202019
Reconciliation of Net loss from continuing operations to EBITDA and Adjusted EBITDA
Net loss from continuing operations$(1,896)$(1,493)$(8,323)$(3,689)
Depreciation and amortization714 639 1,479 1,275 
Provision (benefit) for income taxes(530)(46)(188)(44)
EBITDA from continuing operations (1)(1,712)(900)(7,032)(2,458)
Non-cash foreign exchange losses33 37 44 68 
Stock-based compensation219 169 449 341 
Impairment of intangible assets  2,531  
Adjusted EBITDA from continuing operations (1)$(1,460)$(694)$(4,008)$(2,049)
Reconciliation of Net Cash Provided by Operating Activities to EBITDA
Net cash provided by (used in) operating activities$(3,495)$(1,652)$(2,566)$(3,503)
Stock-based compensation(219)(169)(449)(341)
Provision for inventory obsolescence(23) (45) 
Changes in accounts receivable (current and long-term)(46)(168)(3,181)(1,480)
Interest paid12 13 23 27 
Taxes paid, net of refunds97 85 246 182 
Changes in inventory143 1,883 699 2,668 
Changes in accounts payable, accrued expenses and other current liabilities and deferred revenue
1,100 (1,129)756 (884)
Impairment of intangible assets  (2,531) 
Changes in prepaid expenses and other current and long-term assets(310)(504)(469)95 
Foreign exchange (losses) gains, net (5) 11 
Reserve against non-current prepaid income taxes (137) (137)
Other1,029 883 485 904 
EBITDA from continuing operations (1)$(1,712)$(900)$(7,032)$(2,458)

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 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 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.