mind20251031

mind20251031_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 October 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: 9,038,082 shares of common stock, $0.01 par value, were outstanding as of December 10, 2025.

Table of Contents

MIND TECHNOLOGY, INC.

Table of Contents

PART I. FINANCIAL INFORMATION

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

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)

	*October 31, 2025*			*January 31, 2025*
*ASSETS*
Current assets:
Cash and cash equivalents	$	19,387		$	5,336
Accounts receivable, net of allowance for credit losses of $332 at each of October 31, 2025 and January 31, 2025		10,607			11,817
Inventories, net		11,713			13,745
Prepaid expenses and other current assets		1,074			1,217
Total current assets		42,781			32,115
Property and equipment, net		1,168			890
Operating lease right-of-use assets		1,267			1,320
Intangible assets, net		1,888			2,308
Deferred tax asset		240			87
Total assets	$	47,344		$	36,720
*LIABILITIES AND STOCKHOLDERS’ EQUITY*
Current liabilities:
Accounts payable	$	1,698		$	2,558
Deferred revenue		170			189
Customer deposits		390			1,603
Accrued expenses and other current liabilities		1,454			1,245
Income taxes payable		2,422			2,473
Operating lease liabilities - current		682			577
Total current liabilities		6,816			8,645
Operating lease liabilities - non-current		585			743
Total liabilities		7,401			9,388
Stockholders’ equity:
Common stock, $0.01 par value; 40,000 shares authorized; 8,974 shares issued and outstanding at October 31, 2025 and 7,969 shares issued and outstanding at January 31, 2025		90			80
Additional paid-in capital		147,246			135,666
Accumulated deficit		(107,427	)		(108,448	)
Accumulated other comprehensive gain		34			34
Total stockholders’ equity		39,943			27,332
Total liabilities and stockholders’ equity	$	47,344		$	36,720

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 October 31,*						*For the Nine Months Ended October 31,*
	*2025*			*2024*			*2025*			*2024*
Revenues:
Sales of marine technology products	$	9,688		$	12,105			31,151			31,819
Cost of sales:
Sales of marine technology products		5,175			6,684			16,478			17,402
Gross profit		4,513			5,421			14,673			14,417
Operating expenses:
Selling, general and administrative		3,021			2,762			10,042			8,305
Research and development		506			562			1,197			1,352
Depreciation and amortization		212			221			654			724
Total operating expenses		3,739			3,545			11,893			10,381
Operating income		774			1,876			2,780			4,036
Other income (expense):
Other, net		4			(189	)		(79	)		320
Total other income (expense)		4			(189	)		(79	)		320
Income before income taxes		778			1,687			2,701			4,356
Provision for income taxes		(716	)		(396	)		(1,680	)		(1,313	)
Net income	$	62		$	1,291		$	1,021		$	3,043
Preferred stock dividends - undeclared		—			(368	)		—			(2,262	)
Effect of preferred stock conversion		—			14,785			—			14,785
Net income attributable to common stockholders	$	62		$	15,708		$	1,021		$	15,566
Net income per common share - Basic and diluted	$	0.01		$	2.87		$	0.13		$	5.62
Shares used in computing net income per common share:
Basic and diluted		8,046			5,473			7,980			2,772

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

Table of Contents

MIND TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

	*For the Three Months Ended October 31,*				*For the Nine Months Ended October 31,*
	*2025*		*2024*		*2025*		*2024*
Net income	$	62	$	1,291	$	1,021	$	3,043
Comprehensive income	$	62	$	1,291		1,021		3,043

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

Table of Contents

MIND TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	*For the Nine Months Ended October 31,*
	*2025*			*2024*
Cash flows from operating activities:
Net income	$	1,021		$	3,043
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		653			724
Stock-based compensation		836			141
Provision for inventory obsolescence		45			67
Gross profit from sale of other equipment		—			(457	)
Deferred tax benefit		(153	)		—
Changes in:
Accounts receivable		1,228			(3,006	)
Unbilled revenue		(20	)		164
Inventories		1,986			(3,944	)
Prepaid expenses and other current and long-term assets		145			2,076
Income taxes receivable and payable		(51	)		(24	)
Accounts payable, accrued expenses and other current liabilities		(652	)		98
Deferred revenue and customer deposits		(1,235	)		(289	)
Net cash provided by (used in) operating activities		3,803			(1,407	)
Cash flows from investing activities:
Purchases of property and equipment		(512	)		(213	)
Sale of other equipment		—			457
Net cash (used in) provided by investing activities		(512	)		244
Cash flows from financing activities:
Preferred stock conversion transaction costs		—			(619	)
Net proceeds from issuance of common stock		10,754			—
Net cash provided by (used in) financing activities		10,754			(619	)
Effect of changes in foreign exchange rates on cash and cash equivalents		6			(2	)
Net change in cash and cash equivalents		14,051			(1,784	)
Cash and cash equivalents, beginning of period		5,336			5,289
Cash and cash equivalents, end of period	$	19,387		$	3,505
Supplemental cash flow information:
Income taxes paid	$	1,903		$	1,411

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

Table of Contents

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
Net income		—		—		—		—		—		—		62			—		62
Issuance of common stock		1,005		10		—		—		10,744		—		—			—		10,754
Stock-based compensation		—		—		—		—		283		—		—			—		283
Balances, October 31, 2025		8,974	$	90		—	$	—	$	147,246	$	—	$	(107,427	)	$	34	$	39,943

Table of Contents

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		—		—

SEC Form 10-Q filed by MIND Technology Inc.