What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-04-25 compared with 2024-04-30 · 180 added, 231 removed, 716 unchanged (36% of the section changed)

3 unchanged sentences

Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

Management has identified a material weakness involving the Company’s controls over the existence of inventory at its subsidiary location in Singapore.

The Company performed less-than-complete physical inventory at year-end because it placed reliance on other compensating controls during the year, including cycle counts and controls involving receipt and disbursement of inventory.

However, due to the material value of inventory items not counted at yearend, management determined that reliance on other compensating controls was insufficient to ensure there is not a reasonable possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected in a timely basis.

As described below, the Company will implement changes to internal control procedures over the existence of inventory.

Notwithstanding the material weakness described above, the Company’s management, including our principal executive officer and principal financial officer, have concluded that the financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, the Company's financial position, results of operations, and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States.

Our principal executive officer and principal financial officer have concluded that our current disclosure controls and procedures were effective as of January 31, 2025, at the reasonable assurance level.

Management ’ s Report on Internal Control Over Financial Reporting

4 unchanged sentences

Also, projections of any evaluation of effectiveness in future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As required by Rule 13a-15(c) under the Exchange Act, our management, including our principal executive officer and principal financial officer, assessed the effectiveness of our internal control over financial reporting as of January 31, 2024.

In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control Integrated Framework in 2013.

Based on this assessment, our management, including our principal executive officers and principal financial officer, identified a material weakness involving the Company’s control over the existence of inventory at its subsidiary location in Singapore.

The annual physical count of the subsidiary’s inventory was limited to items with an extended value greater than $5,000, so all the inventory at the subsidiary location was not counted.

Solely as a result of such material weakness, the Company’s executive officers determined that the Company’s internal control over financial reporting was not effective at the reasonable assurance level as of January 31, 2024.

As disclosed in Part II Item 9A Controls and Procedures in our Annual Report on Form 10-K for the fiscal year ended January 31, 2023, we had a material weakness in our controls over financial reporting because of the Company's failure to perform a sufficient level of review related to the aggregation of operating segments, which resulted in a misapplication of ASC 280, Segment Reporting, as identified by the Company’s auditors during the audit of our financial statements for the fiscal year ended January 31, 2023.

Remediation Plan for the Material Weakness in Internal Control over Financial Reporting

To address the material weakness regarding controls over the existence of inventory, the Company will implement and reinforce the following:

Implement a robust cycle count process at its subsidiary location in Singapore,

Reinforce the importance of proper cycle counts through policy statements, regular communications and in periodic reviews and meetings with managers and staff, and

Ensure adequate review and oversight of cycle count procedures and results.

The Company anticipates the actions described above and resulting improvements in controls will strengthen the Company's processes, procedures and controls related to the existence of inventory and will address the related material weakness described above.

However, the material weakness cannot be considered fully remediated until the remediation processes have been in operation for a period of time and successfully tested.

Remediation of the Material Weakness in Internal Control over Financial Reporting

During fiscal 2024, management implemented our previously disclosed remediation plan that included reinforcing an executive level of review of the Company's technical accounting matters:

In connection with its assessment of the effectiveness of our internal control over financial reporting as of January 31, 2024, our management, including our principal executive officer and principal financial officer, concluded that the material weakness involving the Company’s review controls to ensure the proper application of generally accepted accounting principles (ASC 280, Segment Reporting) has been remediated as of January 31, 2024.

As disclosed in Part II Item 9A Controls and Procedures in our Annual Report on Form 10-K for the fiscal year ended January 31, 2024, we had a material weakness in our controls over financial reporting because the Company performed less-than-complete physical inventory at year-end because it placed reliance on other compensating controls during the year, including cycle counts and controls involving receipt and disbursement of inventory.

Remediation of the Prior Year Material Weakness in Internal Control over Financial Reporting

During fiscal 2025, management implemented our previously disclosed remediation plan that included conducting a complete, wall to wall, inventory count to ensure the existence of inventory as of January 31, 2025.

In connection with its assessment of the effectiveness of our internal control over financial reporting as of January 31, 2025, our management, including our principal executive officer and principal financial officer, concluded that the material weakness involving the Company’s control over the existence of inventory at its subsidiary location in Singapore has been remediated as of January 31, 2025.

Changes in Internal Control over Financial Reporting

36 unchanged sentences

Current Report on Form 8-K, filed with the SEC on August 7, 2020.

Certificate of Designations, Preferences and Rights of MIND Technology, Inc.

9.00% Series A Cumulative Preferred Stock

Current Report on Form 8-K, filed with the SEC on August 7, 2020.

Certificate of Amendment of Certificate of Designations, Preferences and Rights of MIND Technology, Inc.

9.00% Series A Cumulative Preferred Stock

Form 8-K filed with the SEC on September 25, 2020.

Second Certificate of Amendment of Certificate of Designations, Preferences and Rights of MIND Technology, Inc.

9.00% Series A Cumulative Preferred Stock

Registration Statement on Form S-1, filed with the SEC on October 25, 2021

Third Certificate of Amendment of Certificate of Designations, Preferences and Rights of MIND Technology, Inc.

9.00% Series A Cumulative Preferred Stock

Form 8-K filed with the SEC on November 4, 2021.

Fourth Certificate of Amendment of Certificate of Designations, Preferences and Rights of MIND Technology, Inc.

9.00% Series A Cumulative Preferred Stock effective as of October 12, 2023

Current Report on Form 8-K, filed with the SEC on October 13, 2023.

Texas Certificate of Merger, effective as of August 3, 2020

45 unchanged sentences

Current Report on Form 8-K, filed with the SEC on September 15, 2017.

Amended and Restated Equity Distribution Agreement, dated as of September 25, 2020, by and between MIND Technology, Inc.

and Ladenburg Thalmann & Co.

Current Report on Form 8-K, filed with the SEC on September 25, 2020.

Separation and Release Agreement, dated the Effective Date, between the Company and Dennis P.

Current Report on Form 8-K, filed with the SEC on April 20, 2022.

Loan and Security Agreement, dated February 2, 2023, between the Borrowers and Sachem Capital Corp.

Current Report on Form 8-K, filed with the SEC on February 8, 2023.

Stock Purchase Agreement, dated August 21, 2023

Current Report on Form 8-K, filed with the SEC on August 25, 2023.

Employment Agreement between the Company and Mark A Cox, dated January 24, 2025

Current Report on Form 8-K, filed with the SEC on January 24, 2025.

Code of Ethics.

Insider Trading Policy

Subsidiaries of MIND Technology, Inc.

8 unchanged sentences

Cox, Chief Financial Officer, under Section 906 of the Sarbanes Oxley Act of 2002, 18 U.S.C.

Clawback Policy

Document Description

33 unchanged sentences

Consolidated Statements of Operations for the Years Ended January 31, 2025 and 2024

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended January 31, 2024 and 2023

Consolidated Statements of Comprehensive Income for the Years Ended January 31, 2025 and 2024

Consolidated Statements of Changes in Stockholders ’ Equity for the Years Ended January 31, 2025 and 2024

6 unchanged sentences

We have audited the accompanying consolidated balance sheets of MIND Technology, Inc.

and subsidiaries (the Company) as of January 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity, and cash flows for the years then ended, and the related notes and schedule (collectively referred to as the consolidated financial statements).

(the “Company”), as of January 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes and schedule (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of January 31, 2025 and 2024, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

26 unchanged sentences

$ 5,336 $ 5,289

Accounts receivable, net of allowance for credit losses of $ 332 and $ 332 at January 31, 2024 and 2023, respectively

Accounts receivable, net of allowance for credit losses of $ 332 at January 31, 2025 and 2024

Inventories, net

1 unchanged sentence

Prepaid expenses and other current assets

Current assets of discontinued operations

Total current assets

4 unchanged sentences

Deferred tax asset

Long-term assets of discontinued operations

$ 36,720 $ 33,491

4 unchanged sentences

Deferred revenue

Customer deposits

Accrued expenses and other current liabilities

1 unchanged sentence

Operating lease liabilities - current

Current liabilities of discontinued operations

Total current liabilities

Operating lease liabilities - non-current

Deferred tax liability

Total liabilities

2 unchanged sentences

2,000 shares authorized;

1,683 shares issued and outstanding at each January 31, 2024, and 2023

37,779 37,779

no shares issued and outstanding at January 31, 2025 and 1,683 shares issued and outstanding at January 31, 2024

Common stock $ 0.01 par value;

3 unchanged sentences

135,666 113,121

Treasury stock, at cost ( 0 and 193 shares at January 31, 2024 and 2023, respectively)

Accumulated deficit

15 unchanged sentences

25,896 20,539

20,967 15,971

Operating expenses:

5 unchanged sentences

14,149 15,453

Operating income (loss)

518 ( 5,650 )

Other (expense) income

Income (loss) from continuing operations before income taxes

238 ( 5,394 )

Operating income

Other income (expense)

Income from continuing operations before income taxes

Provision for income taxes

( 1,984 ) ( 1,338 )

Loss from continuing operations

( 1,100 ) ( 6,093 )

Income (loss) from discontinued operations, net of income taxes

Income (loss) from continuing operations

5,074 ( 1,100 )

Net income (loss)

Income from discontinued operations, net of income taxes

$ 5,074 $ 274

Gain on Preferred Stock conversion

Preferred stock dividends - declared

( 946 ) ( 947 )

Preferred stock dividends - undeclared

( 2,256 ) ( 2,842 )

Net loss attributable to common stockholders

Net income (loss) attributable to common stockholders

$ 17,603 $ ( 3,514 )

3 unchanged sentences

Discontinued operations

$ 0.98 $ ( 1.95 )

Net income (loss) attributable to common stockholders

$ 4.32 $ ( 2.50 )

1 unchanged sentence

MIND TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

Year Ended January 31,

Net income (loss)

$ 5,074 $ 274

Change in cumulative translation adjustment for liquidation of entities held for sale

Comprehensive income (loss)

Comprehensive income

$ 5,074 $ 274

10 unchanged sentences

— — — — 274 — 274

Foreign currency translation

— — — — — — — 1,915 1,915

Restricted stock issued

2 — — — — — — — —

Restricted stock forfeited for taxes

— — — — — ( 1 ) — — ( 1 )

Preferred stock dividends

— — — — — — ( 946 ) — ( 946 )

Retirement of treasury stock

( 193 ) ( 2 ) — — ( 16,861 ) 16,863 — — —

Stock-based compensation

3 unchanged sentences

— — — — — — 5,074 — 5,074

Preferred stock dividends

— — — — — — ( 946 ) — ( 946 )

Retirement of treasury stock

Preferred stock conversion

6,563 66 ( 1,683 ) ( 37,779 ) 22,310 — 14,785 — ( 618 )

9 unchanged sentences

Cash flows from operating activities:

Net income (loss)

$ 5,074 $ 274

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Depreciation and amortization

Stock-based compensation

Non-cash cumulative translation adjustment for discontinued operations

Gain on sale of Klein

2 unchanged sentences

( 457 ) ( 476 )

Deferred tax benefit

( 153 ) ( 62 )

Deferred tax expense (benefit)

Accounts receivable

8 unchanged sentences

( 1,856 ) 3,078

Net cash used in operating activities

Net cash provided by (used in) operating activities

651 ( 4,967 )

Cash flows from investing activities:

Cost incurred to develop technology

( 49 ) ( 12 )

Purchases of property and equipment

7 unchanged sentences

Refund of prepaid interest on short-term loan

Repurchase of common stock

Preferred stock conversion transaction costs

Preferred stock dividends

( 946 ) ( 1,894 )

Net cash used in financing activities

1 unchanged sentence

Effect of changes in foreign exchange rates on cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

4,511 ( 4,336 )

Net increase in cash and cash equivalents

Cash and cash equivalents, beginning of period

6 unchanged sentences

Organization —MIND Technology, Inc., a Delaware corporation (the “Company”), was incorporated in 1987.

The Company, through its wholly owned subsidiaries, Seamap Pte Ltd, MIND Maritime Acoustics, LLC, Seamap (Malaysia) Sdn Bhd and Seamap (UK) Ltd, collectively “Seamap”, designs, manufactures and sells a broad range of proprietary products for the seismic, hydrographic and offshore industries with product sales and support facilities based in Singapore, Malaysia, the United Kingdom and the state of Texas.

The Company, through its wholly owned subsidiaries, Seamap Pte Ltd, MIND Maritime Acoustics, LLC, Seamap (Malaysia) Sdn Bhd and Seamap (UK) Ltd, collectively “Seamap”, designs, manufactures and sells a broad range of proprietary products for the oceanographic, hydrographic and marine seismic industries with product sales and support facilities based in Singapore, Malaysia, the United Kingdom and the state of Texas.

Prior to August 21, 2023, the Company, through its wholly owned subsidiary Klein Marine Systems, Inc.

(“Klein”), designed, manufactured and sold a broad range of proprietary products for the seismic, hydrographic and offshore industries from its facility in the state of New Hampshire.

Effective August 21, 2023, the Company sold Klein and retrospectively presented its prior periods balance sheet activity as assets and liabilities of discontinued operations and the financial results reported as discontinued operations (see Note 2 – “Sale of a Subsidiary and Discontinued Operations” for additional details).

As of January 31, 2024, the Company had working capital of approximately $ 18.1 million, including cash and cash equivalents of approximately $ 5.3 million, compared to working capital of approximately $ 13.3 million, including cash and cash equivalents of approximately $ 778,000 , as of January 31, 2023.

(“Klein”), designed, manufactured and sold a broad range of proprietary products for the oceanographic, hydrographic, defense and maritime security industries from its facility in the state of New Hampshire.

Effective August 21, 2023, the Company sold Klein and presented the financial results reported as discontinued operations (see Note 2 – “Sale of a Subsidiary and Discontinued Operations” for additional details).

As of January 31, 2025 , the Company had working capital of approximately $ 23.5 million, including cash and cash equivalents of approximately $ 5.3 million, compared to working capital of approximately $ 18.1 million, including cash and cash equivalents of approximately $ 5.3 million, as of January 31, 2024 .

The Company does not have a credit facility in place and depends on cash on hand and cash flows from operations to satisfy its liquidity needs.

1 unchanged sentence

Revenue Recognition of Marine Product Sales —Revenues and cost of sales from the sale of marine products are recognized upon acceptance of terms and completion of our performance obligations, which is typically when delivery has occurred, or in the case of bill-and-hold arrangements, when control has been transferred.

Revenue Recognition of Long-term Projects —From time to time the Company enters into contracts whereby certain marine equipment is assembled or manufactured and sold, primarily to governmental entities.

Performance under these contracts generally occurs over a period of three to twelve months.

Revenue and costs related to these contracts are recognized “over time”, as each separately identified performance obligation is satisfied.

Revenue Recognition of Repair Services and Equipment Upgrades —Revenue and cost of sales from the provision of repair services and equipment upgrades are recognized “over time” pursuant to the practical expedient under which revenue is recognized when invoiced.

28 unchanged sentences

Patents are amortized over an eight to ten -year period.

Impairment —The Company reviews its long-lived assets, including its amortizable intangible and non-amortizing assets, for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable .

Impairment —The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable .

In reviewing for impairment, the carrying value of such assets is compared to the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition.

1 unchanged sentence

The determination of future cash flows as well as the estimated fair value of long-lived assets involves significant estimates on the part of management.

The Company performs an impairment test on indefinite lived assets on an annual basis.

The Company performs a qualitative review to determine if it is more likely than not that the fair value of our indefinite lived assets is greater than their carrying value.

If the Company is unable to conclude qualitatively that it is more likely than not that an indefinite lived asset’s fair value exceeds its carrying value, then the Company performs a quantitative assessment of fair value of the indefinite lived asset.

The quantitative reviews involve significant estimates on the part of management.

Product Warranties —Seamap provides its customers warranties against defects in materials and workmanship generally for a period of three months after delivery of the product.

For fiscal 2024 and 2023, warranty expense was not material.

For fiscal 2025 and 2024 , warranty expense was approximately $ 900,000 and $ 400,000 , respectively.

Income Taxes —The Company accounts for income taxes under the liability method, whereby the Company recognizes deferred tax assets and liabilities which represent differences between the financial and income tax reporting basis of its assets and liabilities.

13 unchanged sentences

Use of Estimates —The preparation of the Company’s consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company’s management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes.

Estimates are used for, but not limited to, the allowance for credit losses, inventory obsolescence, lease liabilities, valuation allowance on deferred tax assets, the evaluation of uncertain tax positions, estimated depreciable lives of fixed assets and intangible assets, impairment of fixed assets and intangible assets, valuation of assets acquired and liabilities assumed in business combinations and the valuation of stock options.

Estimates are used for, but not limited to, the allowance for credit losses, inventory obsolescence, lease liabilities, valuation allowance on deferred tax assets, the evaluation of uncertain tax positions, estimated depreciable lives of fixed assets and intangible assets, impairment of fixed assets and intangible assets, assessment of warranty reserve balances and the valuation of stock options.

Future events and their effects cannot be perceived with certainty.

2 unchanged sentences

Actual results could differ from these estimates.

Substantial judgment is necessary in the determination of the appropriate levels for the Company’s allowance for credit losses because of the extended payment terms the Company offers to its customers on occasion and the limited financial wherewithal of certain of these customers.

As a result, the Company’s allowance for credit losses could change in the future, and such change could be material to the financial statements taken as a whole.

Substantial judgment is necessary in the determination of the appropriate levels for the Company’s inventory reserve because the Company must make assumptions about the future use and fit for purposefulness of certain inventory items.

As a result, the Company’s inventory reserves could change in the future, and such change could be material to the financial statements taken as a whole.

The Company must also make judgments with respect to quantitative analysis prepared in conjunction with impairment analysis related to intangible assets.

Fair Value of Financial Instruments —The Company’s financial instruments consist of accounts and contracts receivable and accounts payable.

Fair Value of Financial Instruments —The Company’s financial instruments consist of cash and cash equivalents, accounts and contracts receivable and accounts payable.

The Financial Accounting Standards Board (“FASB”) has issued guidance on the definition of fair value, the framework for using fair value to measure assets hierarchy, which prioritizes the inputs used to measure fair value.

7 unchanged sentences

These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

The Company does not have any assets or liabilities that it measures at fair value on a recurring basis.

the Company measures the fair values of intangibles and other long-lived assets on a non-recurring basis if required by impairment tests applicable to these assets.

Based on the results of our qualitative reviews, no quantitative tests were applicable during fiscal years 2025 and 2024 .

Foreign Currency Translation —All balance sheet accounts of the Canadian subsidiary for fiscal 2024 and 2023 have been translated at the current exchange rate as of the end of the accounting period.

Statements of operations items have been translated at average currency exchange rates.

The resulting translation adjustment is recorded as a separate component of comprehensive income within stockholders’ equity.

Leases —The Company determines if an arrangement is a lease at inception.

21 unchanged sentences

Total dilutive shares

For fiscal 2024 and 2023 , respectively, potentially dilutive common shares, were immaterial and did not change the calculation of diluted loss per share for those periods.

For fiscal 2025 and 2024 , respectively, potentially dilutive common shares, were immaterial and did not change the calculation of diluted income (loss) per share for those periods.

Sale of a Subsidiary and Discontinued Operations

On July 27, 2020, the Board determined to exit the Leasing Business.

As a result, the assets, excluding cash, and liabilities of the Leasing Business are considered held for sale and its results of operations are reported as discontinued operations as of January 31, 2023 and for the year then ended.

The Company originally anticipated selling the discontinued operations in multiple transactions, potentially involving the sale of legal entities, assets, or a combination of both, within the twelve months ending July 31, 2021.

As of January 31, 2023, we have substantially completed the sale of discontinued operations related to the Leasing Business.

On August 21, 2023, the Company sold Klein pursuant to a Stock Purchase Agreement (the “SPA”) with General Oceans AS (“the Buyer").

6 unchanged sentences

On August 22, 2023, following the closing of the Sale of Klein, all outstanding amounts due and owed, including principal, interest, and other charges, under the Loan were repaid in full and the Loan was terminated, and all liens and security interests granted thereunder were released and terminated (see Note 11 - "Notes Payable" for additional details).

As a result of the sale, the assets, and liabilities of Klein, are considered assets and liabilities of discontinued operations in prior periods and its results of operations are reported as discontinued operations for the years ended January 31, 2024 and 2023.

The assets reported as discontinued operations consist of the following:

As of January 31,

Assets of discontinued operations:

(in thousands)

Accounts receivable, net

Inventories, net

Prepaid expenses and other current assets

Total current assets of discontinued operations

Property, plant and equipment, net

Intangible and other assets, net

Total assets of discontinued operations

The liabilities of discontinued operations consist of the following:

As of January 31,

Current liabilities of discontinued operations:

(in thousands)

Accounts payable

Deferred revenue

Accrued expenses and other current liabilities

Income taxes payable

Total current liabilities of discontinued operations

As a result of the sale, there are no assets or liabilities and the results of operations are reported as discontinued operations for the years ended January 31, 2024 .

The results of operations from discontinued operations for the twelve months ended January 31, 2025 and 2024 , consist of the following:

2 unchanged sentences

Revenue from discontinued operations

$ 3,315 $ 10,079

Cost of sales:

5 unchanged sentences

Operating loss

( 1,024 ) ( 2,794 )

Other income, including $ 2.3 million gain on sale of Klein

Income (loss) before income taxes from discontinued operations

1,391 ( 2,713 )

Income before income taxes from discontinued operations

Provision for income taxes from discontinued operations

( 17 ) ( 26 )

Net income (loss) from discontinued operations

1,374 ( 2,739 )

Net income from discontinued operations

The significant operating and investing noncash items and capital expenditures related to discontinued operations are summarized below:

2 unchanged sentences

Depreciation and amortization

Gross profit from sale of other equipment

Gain on sale of Klein

Non-cash cumulative translation loss for discontinued operations

In fiscal 2023, our discontinued operations recognized a loss of approximately $ 1.6 million related to cumulative currency translation adjustments related to our subsidiary, Mitcham Canada, which was declared a discontinued entity.

In addition, our discontinued operations recognized gains of approximately $ 939,000 related to the sales of lease pool equipment in fiscal 2023.

New Accounting Pronouncements

In June 2016, the FASB issued Accounting Standards Update (ASU) 2016 - 13, Financial Instruments-Credit Losses (Topic 326 ), which changes the existing incurred loss impairment model for financial assets held at amortized cost.

The new model uses a forward-looking expected loss method to calculate credit loss estimates.

ASU 2016 - 13 and its amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, though early adoption was permitted.

The Company adopted the requirements of ASU 2016 - 13 as of February 1, 2023, on a modified retrospective basis.

The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In November 2023, the FASB issued ASU No.

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

2023 - 07, Segment Reporting (Topic 280 ):

Improvements to Reportable Segment Disclosures, to enhance the disclosures public entities provide regarding significant segment expenses so that investors can better understand an entity’s overall performance and assess potential future cash flows.

ASU 2023 - 07 will become effective February 1, 2024.

The Company is currently evaluating the new guidance to determine the impact it will have on the disclosures to its consolidated financial statements.

Improvements to Reportable Segment Disclosures ("ASU 2023 - 07" ), to enhance the disclosures public entities provide regarding significant segment expenses so that investors can better understand an entity’s overall performance and assess potential future cash flows.

ASU 2023 - 07 is effective for our annual periods beginning February 1, 2024 and interim periods within fiscal years beginning February 1, 2025.

The adoption of this standard only impacted our disclosures.

See Note 17 - "Segment Reporting" for additional details.

In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740 ):

3 unchanged sentences

The Company is currently evaluating the new guidance to determine the impact it will have on the disclosures to its consolidated financial statements.

In November 2024, the FASB issued ASU No.

2024 - 03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220 - 40 ) ("ASU 2024 - 03" ), to enhance the disclosures public entities provide regarding specified information about certain costs and expenses at each interim and annual reporting period so that investors can better understand an entity’s overall performance, including its cost structure, and assess potential future cash flows.

ASU 2024 - 03 is effective for our annual periods beginning February 1, 2027 and interim periods within fiscal years beginning February 1, 2028.

The Company is evaluating the new guidance to determine the impact it will have on the disclosures to its consolidated financial statements.

Revenue from Contracts with Customers

5 unchanged sentences

Total revenue recognized over time

$ 1,674 $ 954

Total revenue from contracts with customers

$ 46,863 $ 36,510

The revenue from products manufactured and sold by our Seamap business, is generally recognized at a point in time, or when the customer takes possession of the product, based on the terms and conditions stipulated in our contracts with customers.

However, from time to time our Seamap business provides repair and maintenance services, or performs upgrades, on customer owned equipment in which case revenue is recognized over time.

In addition, our Seamap business provides annual Software Maintenance Agreements (“SMA”) to customers who have an active license for software embedded in Seamap products.

The revenue from SMA is recognized over time, with the total value of the SMA amortized in equal monthly amounts over the life of the contract.

The following table presents revenue from contracts with customers disaggregated by geography, based on shipping location of our customers:

The following table presents revenue from contracts with customers disaggregated by geography, based on the location of our customers:

Twelve Months Ended January 31,

4 unchanged sentences

21,956 14,385

12,399 10,755

Total revenue from contracts with customers

$ 46,863 $ 36,510

Performance Obligations

The revenue from products manufactured and sold by our Seamap business is generally recognized at a point in time, or when the customer takes possession of the product, based on the terms and conditions stipulated in our contracts with customers.

However, from time to time our Seamap business provides repair and maintenance services, or performs upgrades, on customer-owned equipment in which case revenue is recognized over time.

In addition, our Seamap business provides annual Software Maintenance Agreements (“SMA”) to customers who have an active license for software embedded in Seamap products.

The revenue from SMA is recognized over time, with the total value of the SMA amortized in equal monthly amounts over the life of the contract.

The duration of SMA contracts is one year or less.

We do not have elements of variable consideration within these contracts.

As of January 31, 2025 and January 31, 2024, there were no significant outstanding liability balances for refunds or returns due to the nature of our contracts and the services and products we provide.

Our warranties are limited to assurance warranties that are of a standard length and are not considered to be material rights.

For fiscal 2025 and fiscal 2024, we did not recognize revenue from performance obligations satisfied in a prior periods.

Contract Balances

Prepayments and deferred revenue on SMAs have a significant impact our contract liabilities.

Considering the products manufactured and sold by our Seamap business and the Company’s standard contract terms and conditions, we expect our contract assets and liabilities to turn over, on average, within a three to six -month period.

We do not have any long-term service contracts or related long-term contract assets or liabilities.

Costs to obtain and fulfill contracts are considered immaterial and are expensed during the period when incurred.

At January 31, 2023, our trade accounts receivable was approximately $ 3.2 million net of approximately $ 332,000 of allowance for credit losses.

Contract liabilities decreased by approximately $ 1.9 million during fiscal 2025 due primarily to recognition of revenue during the year.

As of January 31, 2025 and 2024 contract assets and liabilities consisted of the following:

3 unchanged sentences

(in thousands)

Unbilled revenue-current

Contract assets, beginning balance

Revenue accrued

Amounts billed

Total unbilled revenue

Contract Liabilities:

Deferred revenue & customer deposits - current

Contract liabilities, beginning balance

$ 3,649 $ 359

Deferred revenue and customer deposits

$ 1,526 $ 3,614

Revenue recognized

( 3,383 ) ( 324 )

Total deferred revenue & customer deposits

$ 1,792 $ 3,649

With respect to the disclosures above, sales and transaction-based taxes are excluded from revenue, and we do not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less.

With respect to the disclosures above, sales and transaction-based taxes are excluded from revenue.

Also, we expense costs incurred to obtain contracts because the amortization period would be one year or less.

5 unchanged sentences

Income taxes paid, net

Inventories from continuing operations consisted of the following (in thousands):

Inventories consisted of the following (in thousands):

As of January 31,

10 unchanged sentences

Property and Equipment

Property and equipment from continuing operations consisted of the following (in thousands)

Property and equipment consisted of the following (in thousands):

As of January 31,

11 unchanged sentences

United States

United Kingdom

Net book value of property and equipment

The Company has certain non-cancelable operating lease agreements for office, production and warehouse space in Texas, Singapore, Malaysia and United Kingdom.

Our lease obligation in Canada was terminated as of March 31, 2022 and our lease obligation in Hungary was terminated as of October 31, 2022.

Lease expense for the twelve months ended January 31, 2024 and 2023 was approximately $ 831,000 and $ 858,000 , respectively, and was recorded as a component of operating income (loss).

The Company has certain non-cancelable operating lease agreements for office, production and warehouse space in Texas, Singapore, Malaysia and The United Kingdom.

Lease expense for the twelve months ended January 31, 2025 and 2024 was approximately $ 860,000 and $ 831,000 , respectively, and was recorded as a component of operating income.

Included in these costs was short-term lease expense of approximately $ 26,000 and $ 8,000 for the twelve months ended January 31, 2025 and 2024 , respectively.

33 unchanged sentences

Intangible Assets

Intangible assets from continuing operations consisted of the following:

Intangible assets consisted of the following:

January 31, 2025

16 unchanged sentences

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities from continuing operations consisted of the following (in thousands):

Accrued expenses and other current liabilities consisted of the following (in thousands):

As of January 31,

Wages and benefits

Customer deposits

Accrued commissions and professional fees

Accrued inventory

Accrued warranty costs

Accrued Expenses and Other Liabilities

7 unchanged sentences

Stockholders ’ Equity

The Company has 2,000,000 shares of Preferred Stock authorized.

The Preferred Stock may be issued in multiple series with various terms, as authorized by the Company’s Board of Directors.

As of January 31, 2024 and 2023, there were 1,682,985 shares of the Series A Preferred Stock outstanding.

Dividends on the Series A Preferred Stock are cumulative from the date of original issue and payable quarterly on or about the last day of January, April, July and October of each year when, as and if, declared by the Company’s board of directors.

Dividends are payable out of amounts legally available therefore at a rate equal to 9.00 % per annum per $ 25.00 of stated liquidation preference per share, or $ 2.25 per share of Series A Preferred Stock per year.

The Company may redeem, at the Company’s option, the Series A Preferred Stock, in whole or in part, at a cash redemption price of $ 25.00 per share, plus all accrued and unpaid dividends to, but not including, the redemption date.

If at any time a change of control occurs, the Company will have the option to redeem the Series A Preferred Stock, in whole or in part, within 120 days after the date on which the change of control occurred by paying $ 25.00 per share, plus any accrued and unpaid dividends to, but not including, the date of redemption.

As of January 31, 2024, the aggregate liquidation preference on preferred shares was approximately $ 47.7 million, including $ 5.7 million of cumulative undeclared dividends.

The Series A Preferred Stock has no stated maturity, is not subject to any sinking fund or other mandatory redemption and will remain outstanding indefinitely unless repurchased or redeemed by the Company or converted into our Common Stock in connection with a change of control.

Holders of the Series A Preferred Stock generally have no voting rights except for limited voting rights if dividends payable on the outstanding Series A Preferred Stock are in arrears for six or more consecutive or non-consecutive quarterly dividend periods, or if the Company fails to maintain the listing of the Series A Preferred Stock on a national securities exchange for a period continuing for more than 180 days.

As of January 31, 2024, preferred stock dividends have not been declared for a cumulative of six quarters.

At the virtual Special Meeting of Preferred Stockholders held on August 29, 2024, our preferred stockholders approved an amendment to our Certificate of Designations, Preferences and Rights of 9.00 % Series A Cumulative preferred stock, to provide that each share of 9.00% Series A Cumulative Preferred Stock, $ 1.00 par value per share (the “Preferred Stock”) shall be converted into 3.9 shares of common stock, $ 0.01 par value per share (the “common stock”) upon the election of our Board of Directors.

On September 4, 2024, all outstanding shares of Preferred Stock were converted into common stock and retired.

The Company issued approximately 6,600,000 shares of common stock in connection with the conversion.

Accordingly, the Company no longer has obligations regarding Preferred Stock dividends, including undeclared dividends from previous periods.

The common stock issued was recorded at its market value at the date of issuance less transaction costs related to the conversion.

The excess of the carrying value of the preferred stock over the market value of the common stock issued, which amounted to approximately $ 14.8 million, was credited directly to accumulated deficit and is reflected in the calculation of earnings per share attributable to common stockholders.

On September 28, 2023, the Board approved a reverse stock split (the "Reverse Stock Split") of the Company's shares of common stock at a ratio of one -for-ten.

9 unchanged sentences

In connection with the Reverse Stock Split, the Company retired all treasury stock.

The Company has 40,000,000 shares of Common Stock authorized, of which 1,405,779 and 1,599,053 were issued as of January 31, 2024 and 2023 .

Treasury shares as of January 31, 2023 were 193,274 .

During fiscal 2023, approximately 220 shares were surrendered in exchange for payment of taxes due upon the vesting of restricted shares.

The shares had an average fair value of $ 12.50 .

The Company has 40,000,000 shares of Common Stock authorized, of which 7,969,421 and 1,405,779 were issued as of January 31, 2025 and 2024 , respectively.

Related Party Transaction

2 unchanged sentences

Additionally, Ladenburg provided advisory services related to the Sale of Klein and received fees of $ 405,000 for such services.

The Co-Chief Executive Officer and Co-President of Ladenburg is the Non-Executive Chairman of our Board.

The former Co-Chief Executive Officer and Co-President of Ladenburg is the Non-Executive Chairman of our Board.

Our Non-Executive Chairman of the Board received no portion of the above-mentioned compensation.

5 unchanged sentences

The components of income tax expense (benefit) for continuing operations were as follows:

( 151 ) ( 63 )

Income tax (benefit) expense

Income tax expense

$ 1,984 $ 1,338

The following is a reconciliation of expected to actual income tax expense (benefit) for continuing operations:

The following is a reconciliation of expected to actual income tax expense for continuing operations:

Year Ended January 31,

1 unchanged sentence

Federal income tax at 21 %

$ 50 $ ( 1,133 )

Taxes created by return to provision adjustments to prior year temporary differences

7 unchanged sentences

$ 1,984 $ 1,338

The components of the Company’s deferred taxes for continuing operations consisted of the following:

The components of the Company’s deferred taxes consisted of the following:

As of January 31,

18 unchanged sentences

Total deferred tax liabilities, net

On August 16, 2022, the Inflation Reduction Act (IRA) was enacted.

The IRA, among other things, establishes certain “green energy” tax credits, establishes a corporate alternative minimum tax, and requires a 2% excise tax on stock buybacks.

The Company does not believe the IRA will have a material impact on the Company’s future income tax expense or the related tax assets and liabilities.

The Company has determined that, due to the potential requirement for additional investment and working capital to achieve its objectives, the undistributed earnings of foreign subsidiaries as of January 31, 2025 , are not deemed indefinitely reinvested outside of the United States.

5 unchanged sentences

In accordance with the provisions of ASC 718 - 740 - 10, a valuation allowance has not been computed based on the decline in stock price.

As of January 31, 2024 , the Company has recorded valuation allowances of approximately $ 31.2 million related to deferred tax assets for continuing operations.

As of January 31, 2025 , the Company has recorded valuation allowances of approximately $ 28.2 million related to deferred tax assets .

These deferred tax assets relate primarily to net operating loss carryforwards in the United States and other jurisdictions.

2 unchanged sentences

The judgment was based on an evaluation of available evidence, both positive and negative.

On January 31, 2024 , the Company had tax credit carry forwards for continuing operations of approximately $ 944,000 , which amounts can be carried forward through at least 2027.

On January 31, 2025 , the Company had tax credit carry forwards of approximately $ 334,000 , which amounts can be carried forward through at least 2027.

As of January 31, 2025 , and 2024 the company had no unrecognized tax benefits attributable to uncertain tax positions.

8 unchanged sentences

Commitments and Contingencies

Purchase Obligations —On January 31, 2024 , the Company had approximately $ 11.7 million in purchase orders outstanding.

Purchase Obligations —On January 31, 2025 and January 31, 2024, the Company had approximately $ 4.7 million and $ 11.7 million in purchase orders outstanding, respectively.

Stock Option Plans

9 unchanged sentences

Expected dividend yield was not considered in the option pricing formula since the Company does not pay dividends and has not paid any dividends since its incorporation.

There were no options granted during fiscal 2024.

The weighted average grant-date fair value of options granted during fiscal 2025 was $ 4.24 .

There were no options granted during fiscal 2024 .

The assumptions for the periods indicated are noted in the following table.

21 unchanged sentences

358 $ 27.99 5.07 $ —

( 148 ) 33.76

Outstanding, January 31, 2025

5 unchanged sentences

No options were exercised during fiscal 2025 and 2024 .

The fair value of options that vested during the fiscal years ended January 31, 2024 and 2023 was approximately $ 517,000 and $ 1.4 million, respectively.

The fair value of options that vested during the fiscal years ended January 31, 2025 and 2024 was approximately $ 695,000 and $ 517,000 , respectively.

For fiscal 2025 and fiscal 2024 approximately 160,000 and 75,000 options vested, respectively.

As of January 31, 2024 , there was approximately $ 243,000 of total unrecognized compensation expense related to unvested stock options granted under the Company’s share-based compensation plans.

As of January 31, 2025 , there was approximately $ 1.6 million of total unrecognized compensation expense related to unvested stock options granted under the Company’s share-based compensation plans.

That expense is expected to be recognized over a weighted average period of 1.9 years.

Restricted stock as of January 31, 2024 , and changes during fiscal 2024 were as follows:

Year Ended January 31, 2024

Weighted Average

Grant Date Fair

(in thousands)

Unvested, beginning of period

Unvested, end of period

As of January 31, 2024 , there was no unrecognized stock-based compensation expense related to unvested restricted stock awards.

As of January 31, 2025 , and January 31, 2024, there was no unvested restricted stock.

Segment Reporting

3 unchanged sentences

As a result, at January 31, 2025 , Seamap is the Company’s sole reporting segment.

Seamap Marine Products - Our Seamap Marine Products segment provides the following:

• GunLink seismic source acquisition and control systems

• BuoyLink relative global navigation satellite positioning systems

• SeaLink marine sensors and solid streamer systems

Our Seamap Marine Products segment provides services and products, including engineering, repairs and software licensing, utilized in marine exploration, marine survey and maritime security for marine survey companies, seismic survey contractors, research institutes, non-military government organizations and operators of port facilities and other offshore installations.

Our CODM is our chief executive officer.

Our CODM analyzes each segment's performance using revenue and operating income.

Inter-company revenue and expenses have been eliminated in the reported revenue and operating income.

Our CODM uses revenue and operating income in the annual budgeting and forecasting process and considers these on a monthly basis when making determinations on the allocation of resources.

Financial information by business segment is set forth below net of any allocations (in thousands):

Year Ended January 31,

Seamap Marine Products

Corporate Expenses

Seamap Marine Products

Corporate Expenses

$ 46,863 $ - $ 46,863 $ 36,510 $ - $ 36,510

Cost of sales

25,896 - 25,896 20,539 - 20,539

Selling, general and administrative

6,293 4,998 11,291 5,807 6,335 12,142

Research and development

1,610 304 1,914 1,595 538 2,133

Depreciation and amortization expense

926 18 944 1,160 18 1,178

Operating income (loss)

12,138 ( 5,320 ) 6,818 7,409 ( 6,891 ) 518

Capital expenditures

416 21 437 287 3 290

Corporate selling, general and administrative expense primarily includes payroll of corporate personnel, directors fees, professional services, rental expense, and certain insurance expense.

The following table presents a reconciliation of operating income (loss) to income from continuing operations before income taxes (in thousands):

As of January 31,

Seamap Marine Products

Corporate Expenses

( 5,320 ) ( 6,891 )

Operating income

Interest income (expense)

Income from continuing operations before income taxes

Total assets by business segment is set forth below (in thousands):

Year Ended January 31,

Seamap Marine Products

$ 35,740 $ 32,526

$ 36,720 $ 33,491

During the fiscal year ended January 31, 2025, two Seamap Marine Products customers individually exceeded 10% of total revenue in the amounts of approximately $ 16.9 million and $ 10.1 million.

During the fiscal year ended January 31, 2024, three Seamap Marine Products customers individually exceeded 10% of total revenue, in the amounts of approximately $ 7.6 million, $ 7.1 million and $ 5.1 million.

Depreciation and Amortization Expense

Depreciation expense on property, plant and equipment, reflected in the table above, was approximately $ 306,000 for fiscal 2025 and approximately $ 383,000 for fiscal 2024.

Amortization expense primarily relating to intangible assets, reflected in the table above was approximately $ 638,000 in fiscal 2025 and approximately $ 795,000 in fiscal 2024.

Essentially all depreciation and amortization relate to the Seamap Marine Products segment.

Amortization in Corporate Expenses relate to software for the corporate ERP.

All property, plant and equipment are allocated to the Seamap Marine Products segment.

Corporate assets primarily consist of cash, right of use assets for an operating lease, and some prepaid corporate expenses.

Geographic Operating Areas

For fiscal 2025 and fiscal 2024, $ 1.3 million of right-of-use operating lease assets are included in the following table which summarizes Property and Equipment, Net and Right-of-Use Operating Lease Assets by geographic area:

Year Ended January 31,

Property and Equipment, Net and Right-of-Use Operating Lease Assets

The United Kingdom

Total Foreign

United States

Total PP&E net and ROU Assets

$ 2,210 $ 2,142

Revenue is based on the location of our customers.

See Note 4 -"Revenue from Contracts with Customers" for disclosure of revenue by geographic area.

Concentrations

Credit Risk — As of January 31, 2024 , we had four customers that individually exceeded 10 % of consolidated accounts receivable.

During fiscal 2023 , we had two customers that individually exceeded 10 % of consolidated accounts receivable.

Credit Risk — As of January 31, 2025 , we had two customers that individually exceeded 10 % of consolidated accounts receivable.

As of January 31, 2024 , we had four customers that individually exceeded 10 % of consolidated accounts receivable.

Revenue Risk — In fiscal 2025 and 2024 , our single largest customer accounted for approximately 36 % and 21 %, respectively, of our consolidated revenues, with these revenues being generated from the Seamap Marine Products segment.

Together, our five largest customers accounted for approximately 73 % and 67 % of our consolidated revenues in fiscal 2025 and fiscal 2024 , respectively.

The Company maintains deposits and certificates of deposit with banks which may exceed the Federal Deposit Insurance Corporation (“FDIC”) insured limit and money market accounts which are not FDIC insured.

In addition, deposits aggregating approximately $ 4.9 million at January 31, 2024 are held in foreign banks.

Cash Risk —The Company maintains deposits and certificates of deposit with banks which may exceed the Federal Deposit Insurance Corporation (“FDIC”) insured limit and money market accounts which are not FDIC insured.

In addition, deposits aggregating approximately $ 4.8 million and $ 4.9 million at January 31, 2025 and January 31, 2024, respectively, are held in foreign banks.

Management believes the risk of loss in connection with these accounts is minimal.

1 unchanged sentence

However, should those relationships deteriorate, the Company may have difficulty in obtaining new technology requested by its customers and maintaining the existing equipment in accordance with manufacturers’ specifications.

Sales and Major Customers

A summary of the Company’s revenues, from continuing operations, from customers by geographic region, outside the U.S., is as follows (in thousands):

Year Ended January 31,

$ 20,248 $ 11,836

Asia/South Pacific

12,399 10,755

$ 35,260 $ 23,026

During the fiscal year ended January 31, 2024 , Three Seamap Marine Products customers individually exceeded 10 % of total revenue.

During the fiscal year ended January 31, 2023 , Two Seamap Marine Products customers individually exceeded 10 % of total revenue.

MIND TECHNOLOGY, INC.

12 unchanged sentences

$ 1,215 341 — (a)

( 1,123 ) (c)

(a) Represents translation differences.

2 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 9A. Controls and Procedures