mind20220731

mind20220731_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, 2022

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

For the transition period from to

Commission File Number: 001-13490

MIND TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware

76-0210849

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

2002 Timberloch Place

Suite 550

The Woodlands, Texas 77380

(Address of principal executive offices, including Zip Code)

(281) 353-4475

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock - $0.01 par value per share	MIND	The NASDAQ Stock Market LLC
Series A Preferred Stock - $1.00 par value per share	MINDP	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: 13,786,904 shares of common stock, $0.01 par value, were outstanding as of September 12, 2022.

Table of Contents

MIND TECHNOLOGY, INC.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of July 31, 2022 and January 31, 2022	1
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended July 31, 2022 and 2021	2
	Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended July 31, 2022 and 2021	3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended July 31, 2022 and 2021	4
	Condensed Consolidated Statements of Stockholders' Equity for the Three and Six Months Ended July 31, 2022 and 2021	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	24

Item 4.	Controls and Procedures	24

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 3.	Defaults Upon Senior Securities	25

Item 4.	Mine Safety Disclosures	25

Item 5.	Other Information	25

Item 6.	Exhibits	26

	Exhibit Index	26

	Signatures	28

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

MIND TECHNOLOGY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(unaudited)

	*July 31, 2022*			*January 31, 2022*
*ASSETS*
Current assets:
Cash and cash equivalents	$	833		$	5,114
Accounts receivable, net of allowance for doubtful accounts of $484 at each of July 31, 2022 and January 31, 2022		6,657			8,126
Inventories, net		14,422			14,006
Prepaid expenses and other current assets		1,785			1,840
Assets held for sale		178			159
Total current assets		23,875			29,245
Property and equipment, net		4,013			4,272
Operating lease right-of-use assets		2,001			1,835
Intangible assets, net		5,469			6,018
Other assets		213			650
Total assets	$	35,571		$	42,020
*LIABILITIES AND STOCKHOLDERS’ EQUITY*
Current liabilities:
Accounts payable	$	2,460		$	2,046
Deferred revenue		441			232
Accrued expenses and other current liabilities		3,641			5,762
Income taxes payable		1,073			837
Operating lease liabilities - current		502			869
Liabilities held for sale		202			953
Total current liabilities		8,319			10,699
Operating lease liabilities - non-current		1,499			966
Deferred tax liability		92			92
Total liabilities		9,910			11,757
Stockholders’ equity:
Preferred stock, $1.00 par value; 2,000 shares authorized; 1,683 shares issued and outstanding at each of July 31, 2022 and January 31, 2022		37,779			37,779
Common stock, $0.01 par value; 40,000 shares authorized; 15,720 and 15,705 shares issued at July 31, 2022 and January 31, 2022, respectively		157			157
Additional paid-in capital		129,314			128,926
Treasury stock, at cost (1,933 and 1,931 shares at July 31, 2022 and January 31, 2022, respectively)		(16,863	)		(16,862	)
Accumulated deficit		(123,142	)		(117,856	)
Accumulated other comprehensive loss		(1,584	)		(1,881	)
Total stockholders’ equity		25,661			30,263
Total liabilities and stockholders’ equity	$	35,571		$	42,020

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

Table of Contents

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,

SEC Form 10-Q filed by MIND Technology Inc.