What changed in this filing

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Item 1. Business

2025-04-25 compared with 2024-04-30 · 23 added, 53 removed, 113 unchanged (40% of the section changed)

1 unchanged sentence

(“MIND” and, together with its consolidated subsidiaries, the “Company”, “we”, “us” and “our”), a Delaware corporation, was incorporated in 1987.

We provide technology to the oceanographic, hydrographic, defense, seismic and maritime security industries.

We provide technology to the oceanographic, hydrographic, seismic and maritime security industries.

Headquartered in The Woodlands, Texas, MIND has a global presence with key operating locations in the United States, Singapore, Malaysia and the United Kingdom.

Historically, we operated in two segments, Marine Technology Products and Equipment Leasing.

During the second quarter of the fiscal year ended January 31, 2021 (“fiscal 2021”), our Board decided to exit the land-based seismic equipment leasing business (the “Leasing Business”) and instructed management to develop and implement a plan to dispose of those operations.

Effective January 31, 2023, we split our Marine Technology Products Segment into two segments, Seamap Marine Products and Klein Marine Products, to reflect our operations more accurately.

On August 21, 2023, we sold the Klein Marine Products segment, and now operate within one segment.

Our worldwide Seamap Marine Products business includes Seamap Pte Ltd, MIND Maritime Acoustics, LLC, Seamap (Malaysia) Sdn Bhd and Seamap (UK) Ltd (collectively “Seamap”), which designs, manufactures and sells specialized marine seismic equipment.

Our worldwide Klein Marine Products business included Klein Marine Systems, Inc.

(“Klein”), which designed, manufactured and sold high performance side scan sonar systems.

Effective with the sale of our Klein Marine Systems, Inc.

subsidiary (“Klein”) in August 2023, during our fiscal year ended January 31, 2024 ("fiscal 2024"), we operate in one segment, Seamap Marine Products.

Our Seamap Marine Products business includes Seamap Pte Ltd, MIND Maritime Acoustics, LLC, Seamap (Malaysia) Sdn Bhd and Seamap (UK) Ltd (collectively “Seamap”), which designs, manufactures and sells specialized marine seismic equipment.

Our Klein Marine Products business consisted of Klein, which designed, manufactured and sold high performance side scan sonar systems.

We are focusing on our strategy to emphasize our Seamap business following the decision to exit the Leasing Business and dispose of the Klein Marine Products segment.

This strategy is based on the following vision for MIND:

become known as a provider of innovative technology and products to the oceanographic, hydrographic, seismic, defense and maritime security industries;

become known as a provider of innovative technology and products to the oceanographic, hydrographic, seismic and maritime security industries;

leverage our various technologies, products and services to create new products and address new markets, as well as seek out opportunities to add new technologies and products.

We are primarily focused on three markets within the broader marine products space, Marine Exploration, Marine Survey and Maritime Security.

Customers within these market segments include marine survey companies, seismic survey contractors, non-military governmental organizations, research institutes, domestic and foreign navies, and operators of port facilities and other offshore installations.

The discontinued operations of the Leasing Business include all leasing activity, sales of lease pool equipment and certain other equipment sales and services related to those operations.

This business had been conducted from our locations in Huntsville, Texas;

Calgary, Canada;

Bogota, Colombia;

and Budapest, Hungary.

This included the operations of our subsidiaries, Mitcham Canada, ULC (“MCL”), Mitcham Europe Ltd.

(“MEL”), and our branch in Colombia.

The discontinued operations of the Klein Marine Product segment include all the activities of Klein which had been conducted from our location in Salem, New Hampshire.

Customers within these market segments include marine survey companies, seismic survey contractors, non-military governmental organizations, research institutes, and operators of port facilities and other offshore installations.

The discontinued operations of the Klein Marine Product segment included all the activities of Klein which had been conducted from a location in Salem, New Hampshire.

Our products and equipment are utilized in a variety of geographic regions throughout the world, which are described under “Customers, Sales, Backlog and Marketing.”

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Applications for these technologies include marine seismic surveys related to energy exploration and alternative energy projects, as well as other resources, ocean bottom surveys and various research activities.

We have not yet generated revenue from defense applications of this technology;

however, we believe our hydrophone and solid streamer technologies are well suited to defense and maritime security applications.

We have not yet generated revenue from maritime security applications of this technology;

however, we believe our hydrophone and solid streamer technologies are well suited to maritime security applications.

Discontinued Operations –

Klein primarily designed, manufactured and sold side scan sonar systems for the oceanographic, hydrographic, defense and maritime security industries on a world-wide basis.

Klein primarily designed, manufactured and sold side scan sonar systems for the oceanographic, hydrographic and maritime security industries on a world-wide basis.

Klein’s family of sonar products were used in a variety of applications including hydrographic surveys, naval mine counter measure operations, search and recovery operations, ocean bottom profiling and other underwater object detection operations.

Our Leasing Business consisted of many types of equipment used in seismic data acquisition, including various electronic components of land, transition zone and marine seismic data acquisition systems, geophones and cables, peripheral equipment, survey and other equipment.

Seismic Technology

Data generated from digital seismic recording systems and peripheral equipment is used in a variety of marine and land applications, including hydrographic surveys, civil engineering operations, mining surveys and in the search for and development of oil and gas reserves.

In addition, marine seismic sensors can be used in a number of military and security applications, such as anti-submarine warfare.

Users of seismic technology include marine and land seismic contractors, marine survey operators, research institutes and governmental entities.

Data generated from digital seismic recording systems and peripheral equipment is used in a variety of marine applications, including hydrographic surveys, civil engineering operations, mining surveys and in the search for and development of oil and gas reserves.

In addition, marine seismic sensors can be used in a number of security applications, such as anti-submarine warfare.

Users of marine seismic technology include marine seismic contractors, marine survey operators, research institutes and governmental entities.

The acoustic sensors, or hydrophones, and streamer systems used in seismic applications can also be utilized in developing passive and active sonar systems.

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Seamap Marine Products Business –

Through our Seamap Marine Products business, we develop, manufacture and sell a range of proprietary products for the oceanographic, hydrographic, seismic, defense and maritime security industries.

Through our Seamap Marine Products business, we develop, manufacture and sell a range of proprietary products for the oceanographic, hydrographic, seismic, and maritime security industries.

We have developed certain of our technology and have acquired other technology through the purchase of businesses or specific assets from others.

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(3) Sleeve Gun energy sources and (4) the SeaLink towed seismic streamer system.

We have developed a specific configuration of SeaLink to address ultra high-resolution, 3-dimensional surveys (“UHR3D”) which we believe is very effective for ocean bottom surveys in connection with construction activities.

Seamap’s other products include streamer weight collars, depth transducers, pressure transducers, air control valves and source array systems.

In addition to selling complete products, Seamap provides spare and replacement parts related to the products it sells.

Seamap also provides certain services related to its products.

These services include repair, engineering, training, field service operations and umbilical terminations.

We have recently introduced our Sea Serpent™ line of passive sonar arrays for maritime security and anti-submarine warfare applications.

Sea Serpent is based on our commercially developed SeaLink towed streamer systems.

We believe that Sea Serpent provides a cost-effective, robust, and capable passive sonar solution for navies, governmental agencies and other operators of offshore facilities.

However, we have not yet generated revenue from this product.

Seamap also provides certain services related to its products as well as certain products of others.

These services include repair, training, field service operations and umbilical terminations.

We maintain a Seamap facility in the United Kingdom which includes engineering, training, sales and field service operations.

Our Seamap facility in Singapore includes engineering, assembly, sales, repair and field service operations.

To support our SeaLink product line, we have a production facility in Malaysia that provides manufacturing and repairs of the components of this system, as well as other items.

To support our Seamap product lines, we have a production facility in Malaysia that provides manufacturing and repair services.

The facility in Malaysia is in relatively close proximity to our Singapore facility.

2 unchanged sentences

Spectral Ai and Software –

Prior to the sale of Klein, we developed a data handling and automatic target recognition (“ATR”) software system designed specifically for Klein side scan sonar systems which we refer to a Spectral Ai™.

Under the terms of the Klein sale, we retained ownership of the intellectual property associated with Spectral Ai and entered into a licensing agreement and collaboration agreement with Klein and the purchaser of Klein, General Oceans AS.

Pursuant to these agreements, we will jointly promote the licensing of Spectral Ai to customers of Klein, for which we will receive recurring licensing fees.

Additionally, we may provide other software services to Klein and General Oceans AS for mutually agreed fees.

Revenues from these arrangements have been immaterial to date.

1 unchanged sentence

We have a limited number of agreements for the distribution or representation of our products.

These agreements are generally cancellable upon a notice period of from one to three months.

These agreements are generally cancellable upon a notice period ranging from one to three months.

Customers, Sales, Backlog and Marketing

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See Item 1A - “Risk Factors.”

As of January 31, 2024, our Seamap Marine Products business had a backlog of orders amounting to approximately $38.4 million, which is an increase of approximately 145% from the $15.7 million reported at January 31, 2023.

As of January 31, 2025, our Seamap Marine Products business had a backlog of orders amounting to approximately $16.9 million, which is a decrease of approximately 56% from the $38.4 million reported at January 31, 2024.

We expect a substantial portion of the backlog of orders as of January 31, 2025, to be fulfilled during the fiscal year ending January 31, 2026 (“fiscal 2026”).

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United States

Asia/South Pacific

Total Non-United States

(1) Includes the United Kingdom

(2) Includes The Middle East, Africa, Canada, Mexico, and South America.

The net book value of our property and equipment in our various geographic locations is as follows (in thousands):

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Intellectual Property

The products designed, manufactured, and sold by our Seamap businesses utilize significant intellectual property that we have developed or purchased from others.

The products designed, manufactured, and sold by our Seamap business utilize significant intellectual property that we have developed or purchased from others.

Our internally developed intellectual property consists of product designs, trade secrets and patent applications.

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As a result of such actions, we could be required to remove previously disposed wastes, remediate environmental contamination, and undertake measures to prevent future contamination, the costs of which could be significant.

Contracts with governmental organizations, including the United States Government, have not been the source of a majority of our revenues in the past.

However, we anticipate such sources becoming a more significant portion of our business in the future.

Governmental regulations, procurement procedures and budgetary factors could have a material impact on our future results of operations.

The trend in environmental regulation has been to place more restrictions and limitations on activities that may affect the environment and thus any such new laws and regulations, changes in such existing laws and regulations, reinterpretation of such legal requirements, or increased governmental enforcement that result in more stringent and costly waste handling, storage, transport, disposal or cleanup requirements could have a material adverse effect on our operations and financial position.

Furthermore, the adoption of laws or implementing regulations with regard to hydraulic fracturing or climate-change that have the effect of lowering the demand for carbon-based fuels or decreasing the performance of oil or natural gas exploration or production activities by energy companies could reduce demand for certain of our products and, as a result, have a material adverse effect on our business.

For example, in one of the first acts of his presidency, U.S.

President Biden signed an executive order to rejoin the Paris Climate Accord, a voluntary international agreement with the goal of limiting global climate change to not more than 2 degrees Celsius (or less);

preparing, maintaining and publishing national greenhouse gas (“GHG”) reduction targets;

and creating a “carbon-neutral” world by 2050.

The Biden administration has also set ambitious domestic targets for curbing climate change, such as making the U.S.

power sector climate neutral by 2035.

New regulations aiming to curb carbon emissions or to establish carbon pricing could be promulgated to implement these goals and initiatives.

We are also subject to federal, state, local and foreign worker safety and health laws and regulations, such as the Occupational Safety and Health Act, and emergency planning and response laws and regulations, such as the Emergency Planning and Community Right-to-Know Act, as well as comparable state statutes and any implementing regulations.

10 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business