What changed in this filing

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Item 1. Financial Statements

2025-09-10 compared with 2025-06-11 · 180 added, 132 removed, 475 unchanged (40% of the section changed)

3 unchanged sentences

(in thousands, except per share data)

April 30, 2025

July 31, 2025

January 31, 2025

2 unchanged sentences

$ 7,832 $ 5,336

Accounts receivable, net of allowance for credit losses of $ 332 at each of April 30, 2025 and January 31, 2025

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

10,926 11,817

Inventories, net

23 unchanged sentences

40,000 shares authorized;

7,969 shares issued and outstanding at April 30, 2025 and January 31, 2025

7,969 shares issued and outstanding at July 31, 2025 and January 31, 2025

Additional paid-in capital

11 unchanged sentences

(in thousands, except per share data)

For the Three Months Ended April 30,

For the Three Months Ended July 31,

For the Six Months Ended July 31,

Sales of marine technology products

6 unchanged sentences

Total operating expenses

Operating income (loss)

Operating income

Other income (expense):

Total other income (expense)

Income (loss) before income taxes

Income before income taxes

Provision for income taxes

Net income (loss)

Preferred stock dividends - undeclared

Net income (loss) attributable to common stockholders

Net loss per common share - Basic and diluted

Net income (loss) per common share - Basic and diluted

Shares used in computing net income (loss) per common share:

2 unchanged sentences

MIND TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

For the Three Months Ended April 30,

Net income (loss)

Comprehensive income (loss)

For the Three Months Ended July 31,

For the Six Months Ended July 31,

Comprehensive income

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

2 unchanged sentences

(in thousands)

For the Three Months Ended April 30,

For the Six Months Ended July 31,

Cash flows from operating activities:

Net income (loss)

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

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

Depreciation and amortization

30 unchanged sentences

Balances, April 30, 2025

Stock-based compensation

Balances, July 31, 2025

MIND TECHNOLOGY, INC.

6 unchanged sentences

Balances, April 30, 2024

Stock-based compensation

Balances, July 31, 2024

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

4 unchanged sentences

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.

Liquidity —As of April 30, 2025 , the Company had working capital of approximately $ 22.8 million, including cash and cash equivalents of approximately $ 9.2 million, compared to working capital of approximately $ 23.5 million, including cash and cash equivalents of approximately $ 5.3 million as of January 31, 2025 .

Liquidity —As of July 31, 2025 , the Company had working capital of approximately $ 25.1 million, including cash and cash equivalents of approximately $ 7.8 million, compared to working capital of approximately $ 23.5 million, including cash and cash equivalents of approximately $ 5.3 million as of January 31, 2025 .

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.

However, the Company believes it will have adequate liquidity to meet its future operating requirements through a combination of cash on hand, cash expected to be generated from operations, disciplined working capital management, potential financing secured by company-owned real property, and potentially securing a credit facility or some other form of financing.

However, the Company believes it will have adequate liquidity to meet its future operating requirements through a combination of cash on hand, cash expected to be generated from operations, disciplined working capital management, potential financing secured by company-owned real property, and the issuance of equity securities or some other form of financing.

Summary of Significant Accounting Policies —We describe our significant accounting policies in Note 1 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10 -K for the fiscal year ended January 31, 2025 .

During the three months ended April 30, 2025 , there were no changes to those accounting policies.

During the three and six months ended July 31, 2025 , there were no changes to those accounting policies.

Basis of Presentation

3 unchanged sentences

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in the Company’s Annual Report on Form 10 -K for the year ended January 31, 2025 (“fiscal 2025” ).

In the opinion of the Company’s management, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position as of April 30, 2025 , the results of operations for the three -months ended April 30, 2025 and 2024 , the cash flows for the three months ended April 30, 2025 and 2024 , and the statement of stockholders’ equity for the three -months ended April 30, 2025 and 2024 , have been included in these condensed consolidated financial statements.

In the opinion of the Company’s management, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position as of July 31, 2025 , the results of operations for the three and six -months ended July 31, 2025 and 2024 , the cash flows for the six months ended July 31, 2025 and 2024 , and the statement of stockholders’ equity for the three and six -months ended July 31, 2025 and 2024 , have been included in these condensed consolidated financial statements.

The foregoing interim results are not necessarily indicative of the results of operations to be expected for the full fiscal year ending January 31, 2026 (“fiscal 2026 ”).

4 unchanged sentences

The updated guidance is effective for the Company on February 1, 2025.

The adoption of this accounting standard did not have an impact on the Company's consolidated financial statements.

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

In November 2024, the FASB issued ASU No.

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The following table presents revenue from contracts with customers disaggregated by timing of revenue recognition:

Three Months Ended April 30,

Three Months Ended July 31,

Six Months Ended July 31,

Revenue recognized at a point in time:

4 unchanged sentences

Total revenue recognized over time

346 375 692 676

Total revenue from contracts with customers

1 unchanged sentence

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

Three Months Ended April 30,

Three Months Ended July 31,

Six Months Ended July 31,

(in thousands)

United States

$ 736 $ 446 $ 1,286 $ 771

618 1,462 $ 877 $ 7,230

8,906 6,217 $ 12,181 $ 8,975

982 205 $ 1,209 $ 238

1,413 260 $ 2,440 $ 471

272 21 950 224

482 1,425 1,851 1,805

Total revenue from contracts with customers

7 unchanged sentences

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

As of April 30, 2025 and January 31, 2025, due to the nature of our contracts and the services and products we provide, there were no significant outstanding liability balances for refunds or returns.

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

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

For the three months ended April 30, 2025 and April 30, 2024, we did not recognize revenue from performance obligations satisfied in a prior period.

For the six months ended July 31, 2025 and July 31, 2024, we did not recognize revenue from performance obligations satisfied in a prior period.

Contract Balances

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

Prepayments and deferred revenue on SMAs have a significant impact on 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.

1 unchanged sentence

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

Contract liabilities increased by approximately $ 529,000 during the three months ended April 30, 2025 due primarily to recognition of revenue during the year.

As of April 30, 2025 , and April 30, 2024, contract assets and liabilities consisted of the following:

April 30, 2025

April 30, 2024

Contract liabilities decreased by approximately $ 461,000 during the six months ended July 31, 2025 due primarily to recognition of revenue during the year.

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

July 31, 2025

July 31, 2024

Contract Assets:

18 unchanged sentences

Balance Sheet

April 30, 2025

July 31, 2025

January 31, 2025

10 unchanged sentences

$ 11,817 $ 13,745

April 30, 2025

July 31, 2025

January 31, 2025

12 unchanged sentences

As of January 31, 2025 , the Company completed an annual review of property and equipment noting no indications that the recorded value of assets may not be recoverable, and no impairment was recorded for fiscal 2025 .

Since January 31, 2025 , there have been no changes to the market, economic or legal environment in which the Company operates or overall performance of the Company, that would, in the aggregate, indicate additional impairment analysis is necessary as of April 30, 2025 .

Depreciation expense on property and equipment for the three months ended April 30, 2025 and April 30, 2024 was approximately $ 77,000 and $ 81,000 , respectively.

Depreciation expense on property and equipment for the three and six months ended July 31, 2025 was approximately $ 72,000 and $ 148,000 , respectively.

Depreciation expense on property and equipment for the three and six months ended July 31, 2024 was approximately $ 77,000 and $ 158,000 , respectively.

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 three months ended April 30, 2025 , and April 30, 2024 , was approximately $ 232,000 and $ 207,000 , respectively, and was recorded as a component of operating income (loss).

Included in these costs was short-term lease expense of approximately$ 7,000 and $ 1,000 for the three months ended April 30, 2025 , and April 30, 2024 , respectively.

Supplemental balance sheet information related to leases as of April 30, 2025 and January 31, 2025 was as follows:

April 30, 2025

Lease expense for the three and six months ended July 31, 2025 , was approximately $ 232,000 and $ 464,000 , respectively.

Lease expense for the three and six months ended July 31, 2024 , was approximately $ 207,000 and $ 422,000 , respectively, and was recorded as a component of operating income.

Included in these costs was short-term lease expense of approximately $7,000 and $ 14,000 for the three and six months ended July 31, 2025 , respectively and approximately $ 7,000 and $ 13,000 for the three and six months ended July 31, 2024 , respectively.

Supplemental balance sheet information related to leases as of July 31, 2025 and January 31, 2025 was as follows:

July 31, 2025

January 31, 2025

9 unchanged sentences

$ 841 $ 1,320

Lease-term and discount rate details as of April 30, 2025 and January 31, 2025 were as follows:

Lease-term and discount rate details as of July 31, 2025 and January 31, 2025 were as follows:

Lease term and discount rate

April 30, 2025

July 31, 2025

January 31, 2025

5 unchanged sentences

Supplemental cash flow information related to leases was as follows:

For the Three Months Ended April 30,

For the Six Months Ended July 31,

Cash paid for amounts included in the measurement of lease liabilities:

4 unchanged sentences

Operating leases

Maturities of lease liabilities as of April 30, 2025 were as follows:

April 30, 2025

Maturities of lease liabilities as of July 31, 2025 were as follows:

July 31, 2025

(in thousands)

3 unchanged sentences

Intangible Assets

April 30, 2025

July 31, 2025

January 31, 2025

1 unchanged sentence

Gross Carrying

April 30, 2025

July 31, 2025

(in thousands)

11 unchanged sentences

Based on a review of qualitative factors, it was determined that there were no events or changes in circumstances indicating that the carrying value of amortizable intangible assets was not recoverable.

During the three months ended April 30, 2025 , there have been no substantive indicators of impairment.

Aggregate amortization expense was approximately $ 148,000 and $ 185,000 for the three months ended April 30, 2025 , and April 30, 2024 , respectively.

As of April 30, 2025 , future estimated amortization expense related to amortizable intangible assets was estimated to be:

During the six months ended July 31, 2025 , there have been no substantive indicators of impairment.

Aggregate amortization expense was approximately $ 145,000 and $ 294,000 for the three and six months ended July 31, 2025 , respectively, and approximately $ 159,000 and $ 345,000 for the three and six months ended July 31, 2024 , respectively.

As of July 31, 2025 , future estimated amortization expense related to amortizable intangible assets was estimated to be:

For fiscal years ending January 31,

(in thousands)

For the three -month period ended April 30, 2025 , the income tax expense was approximately $ 294,000 on pre-tax loss of approximately $ 676,000 .

For the three -month period ended April 30, 2024 , the income tax expense was approximately $ 245,000 , on pre-tax income of approximately $ 1.2 million.

For the three - and six -month periods ended July 31, 2025 , the income tax expense was approximately $ 670,000 and $ 964,000 , respectively on pre-tax income of approximately $ 2.6 million and $ 1.9 million, respectively.

For the three and six -month periods ended July 31, 2024 , the income tax expense was approximately $ 672,000 and $ 917,000 , respectively, on pre-tax income of approximately $ 1.5 million and $ 2.7 million, respectively.

The variance between our actual provision and the expected provision when applying the U.S.

1 unchanged sentence

Valuation allowances have been provided against all deferred tax assets in the United States and certain foreign jurisdictions, including Malaysia and the United Kingdom.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States.

This legislation introduces several measures, including the permanent extension of select provisions from the Tax Cuts and Jobs Act, revisions to the international tax framework, and the reinstatement of favorable tax treatment for certain business-related items.

The OBBBA contains multiple effective dates, with key provisions beginning in fiscal 2026.

While we are still assessing the overall impact of the OBBBA, we do not anticipate a material impact on our tax expense.

The Company files U.S.

5 unchanged sentences

The Company’s tax returns in other foreign jurisdictions are generally subject to examination for the fiscal years ended January 31, 2018 through 2024.

The Company has determined that the undistributed earnings of foreign subsidiaries are not deemed to be indefinitely reinvested outside of the United States as of April 30, 2025 .

The Company has determined that the undistributed earnings of foreign subsidiaries are not deemed to be indefinitely reinvested outside of the United States as of July 31, 2025 .

Furthermore, the Company has concluded that any deferred taxes with respect to the undistributed foreign earnings would be immaterial.

Therefore, the Company has not recorded a deferred tax liability associated with the undistributed foreign earnings as of April 30, 2025 .

For the three -month period ended April 30, 2025 and 2024 , the Company did not recognize any tax expense or benefit related to uncertain tax positions.

Therefore, the Company has not recorded a deferred tax liability associated with the undistributed foreign earnings as of July 31, 2025 .

For the three - and six -month periods ended July 31, 2025 and 2024 , the Company did not recognize any tax expense or benefit related to uncertain tax positions.

Earnings per Share

2 unchanged sentences

Potential common shares result from the assumed exercise of outstanding common stock options having a dilutive effect and from the assumed vesting of unvested shares of restricted stock.

For the three months ended April 30, 2025 and April 30, 2024 , dilutive potential common shares outstanding had no effect on the calculation of earnings per share because shares were anti-dilutive.

The total basic weighted average common shares outstanding for the three months ended April 30, 2025 , and April 30, 2024 , was approximately 8.0 and 1.4 million shares, respectively.

For the three months ended July 31, 2025 and July 31, 2024 , dilutive potential common shares outstanding had no effect on the calculation of earnings per share.

The total basic weighted average common shares outstanding for the three months ended July 31, 2025 , and July 31, 2024 , was approximately 8.0 million and 1.4 million shares, respectively.

On September 4, 2024, all outstanding shares of our 9.00% Series A Cumulative preferred stock (the “preferred stock”) were converted into common stock and retired.

1 unchanged sentence

Related Party Transaction

In February 2025, the Company retained Lucid Capital Markets, LLC.

(“Lucid”) to provide advisor and arrangement services for investigation and analysis of opportunities for growth and additional scale.

In February 2025, the Company retained Lucid Capital Markets, LLC (“Lucid”) to provide advisor and arrangement services for investigation and analysis of opportunities for growth and additional scale.

Lucid received $ 100,000 in retainer fees for such potential services.

1 unchanged sentence

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

On August 28, 2025, the Company entered into an equity distribution agreement (the “Sales Agreement”) with Lucid (the “Agent”), pursuant to which the Company may offer and sell up to $ 25.0 million of shares (the “Shares”) of the Company’s common stock, par value $ 0.01 per share, through an at-the-market (“ATM”) offering program administered by the Agent.

Under the Sales Agreement, the Agent will be entitled to compensation of up to 2.0 % of the gross proceeds from the sale of the Shares sold through the Agent from time to time pursuant to the terms of the Sales Agreement.

The Company has no obligation to sell any of the Shares under the Sales Agreement and may suspend solicitations and offers under the Sales Agreement at any time.

To date, we have not sold Shares under the ATM.

The Non-Executive Chairman of the Board will receive no portion of the compensation paid to the Agent.

Equity and Stock-Based Compensation

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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.

Total compensation expense recognized for stock-based awards granted under the Company’s equity incentive plan during the three -month periods ended April 30, 2025 and April 30, 2024 , was approximately $ 272,000 and $ 48,000 , respectively.

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 was reflected in the calculation of earnings per share attributable to common stockholders for the fiscal year ended January 31, 2025.

Total compensation expense recognized for stock-based awards granted under the Company’s equity incentive plan during the three - and six -month periods ended July 31, 2025 was approximately $ 281,000 and $ 553,000 , respectively and for the three - and six -month periods ended July 31, 2024 , was approximately $ 46,000 and $ 95,000 , respectively.

Segment Reporting

As of April 30, 2025, Seamap Marine Products is the Company’s sole reporting segment.

As of July 31, 2025, Seamap Marine Products is the Company’s sole reporting segment.

Our Seamap Marine Products segment provides the following:

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

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

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

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

Three Months Ended April 30,

Three Months Ended July 31,

Seamap Marine Products

15 unchanged sentences

181 1 182 80 — 80

Six Months Ended July 31,

Seamap Marine Products

Corporate Expenses

Seamap Marine Products

Corporate Expenses

$ 21,463 $ — $ 21,463 $ 19,714 $ — $ 19,714

Cost of sales

11,303 — 11,303 10,718 — 10,718

Selling, general and administrative

3,306 3,715 7,021 3,095 2,448 5,543

Research and development

508 183 691 650 140 790

Depreciation and amortization expense

433 9 442 494 9 503

Operating income (loss)

5,913 ( 3,907 ) 2,006 4,757 ( 2,597 ) 2,160

Capital expenditures

392 27 419 144 2 146

Corporate selling, general and administrative expense primarily includes salary and benefit costs of corporate personnel, directors’ fees, professional services, office rent, and insurance premiums.

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

Three Months Ended April 30,

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

Three Months Ended July 31,

Six Months Ended July 31,

Seamap Marine Products

4,781 2,679 5,913 4,757

Corporate Expenses

( 2,117 ) ( 1,249 ) ( 3,907 ) ( 2,597 )

Operating (loss) income

Operating income

2,664 1,430 2,006 2,160

( 65 ) 40 ( 83 ) 509

Income before income taxes

1 unchanged sentence

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

As of April 30,

As of July 31,

Seamap Marine Products

2 unchanged sentences

Depreciation and Amortization Expense

Depreciation expense on property and equipment, reflected in the table above, was approximately $ 77,000 and $ 81,000 for the three months ended April 30, 2025 and April 30, 2024, respectively.

Amortization expense primarily relating to intangible assets, reflected in the table above was approximately $ 148,000 for the three months ended April 30, 2025 and approximately $ 185,000 for the three months ended April 30, 2024.

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

Depreciation expense on property and equipment, reflected in the table above, was approximately $ 72,000 and $148,000 for the three and six months ended July 31, 2025, respectively, and approximately $ 77,000 and $ 158,000 for the three and six months ended July 31, 2024, respectively.

Amortization expense primarily relating to intangible assets, reflected in the table above was approximately $ 145,000 and $ 294,000 for the three and six months ended July 31, 2025, respectively, and approximately $ 159,000 and $ 345,000 for the three and six months ended July 31, 2024, respectively.

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

Amortization in Corporate expenses relates to enterprise resource planning software.

4 unchanged sentences

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

Subsequent Events

On August 28, 2025, the Company entered into an equity distribution agreement with Lucid, pursuant to which the Company may offer and sell up to $ 25.0 million of shares of its common stock from time to time through Lucid.

Also on August 28, 2025, the Board authorized a share repurchase program for the repurchase of up to $ 4.0 million of the Company’s commons stock through August 31, 2027.

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

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Management monitors EBITDA and Adjusted EBITDA, both as defined and reconciled to the most directly comparable financial measures calculated and presented in accordance with United States generally accepted accounting principles (“GAAP”), in the following table, as key indicators of our overall performance and liquidity.

For the Three Months Ended April 30,

Reconciliation of Net income (loss) to EBITDA and Adjusted EBITDA

For the Three Months Ended July 31,

For the Six Months Ended July 31,

Reconciliation of Net income to EBITDA and Adjusted EBITDA

(in thousands)

Net income (loss)

Depreciation and amortization

2 unchanged sentences

Adjusted EBITDA (1)

Reconciliation of Net Cash Provided by (Used in) Operating Activities to EBITDA

Net cash provided by (used in) operating activities

Reconciliation of Net Cash (Used in) Provided by Operating Activities to EBITDA

Net cash (used in) provided by operating activities

Stock-based compensation

Provision for inventory obsolescence

Changes in accounts receivable (current and long-term)

Changes in accounts receivable

Taxes paid, net of refunds

23 unchanged sentences

Business Outlook

Our financial performance has improved significantly in recent periods, despite a decline in revenues in the quarter ended April 30, 2025 as compared to the previous quarter and the comparable period in the prior fiscal year.

Although we had a history of generating operating losses prior to fiscal 2024, we generated operating income in fiscal 2024 and fiscal 2025.

Our financial performance has improved significantly in recent periods.

Although we had a history of generating operating losses prior to fiscal 2024, we generated operating income in fiscal 2024, fiscal 2025 and year-to-date through the second quarter of fiscal 2026.

This was due to increased demand within our primary markets and efforts to reduce costs and improve product margins.

The decline in revenue in the current period was, we believe, due to certain expected and unexpected factors.

Delivery and recognition of a significant order of approximately $4.5 million was delayed, even though the manufacturing and assembly had been completed, because of the delay of certain third-party components.

We expect this order to be delivered in the second quarter of fiscal 2026.

Additionally, a significant number of miscellaneous orders, totaling almost $1.0 million, were completed and awaiting shipment as of the end of the period.

However, for various reasons, the customers were unable to arrange for shipment and acceptance of the orders.

Also, during the period our facility in Huntsville, Texas was undergoing expansion in order to handle an expected increase in activity and, as a result, repair and production activities were suspended for the majority of the period.

We expect the expansion of the facility to be completed in the second quarter of fiscal 2026 and for repair and production operation to recommence, with a corresponding increase in revenue from this facility.

As of April 30, 2025, our backlog of firm orders was approximately $21.1 million, which increased from our backlog of approximately $16.9 million as of January 31, 2025.

During the six-month period ended July 31, 2025, our facility in Huntsville, Texas underwent an expansion to handle an expected increase in activity and, as a result, repair and production activities were suspended for most of the period.

The expansion of the facility was completed at the end of the second quarter of fiscal 2026.

We expect repair and production operation to recommence, with a corresponding increase in revenue from this facility.

As of July 31, 2025, our backlog of firm orders was approximately $12.8 million, compared to approximately $16.9 million as of January 31, 2025.

However, we believe the receipt of specific additional orders totaling approximately $10.0 million is imminent.

We believe a significant portion of our current backlog will be completed and shipped by the end of fiscal 2026.

Additionally, we have a significant pipeline of pending and potential orders tin addition to our backlog of firm orders.

We believe these orders provide good visibility for the balance in fiscal 2026 and into the next year.

We have seen at least one expected order delayed;

however, based on information from the related customer, we expect the delayed order to be received later this fiscal year.

In addition, we have recently identified new opportunities for later this fiscal year and subsequent periods.

In addition to our backlog of firm orders, we have a significant pipeline of pending and potential orders, and we have recently identified new opportunities for later this fiscal year and subsequent periods.

We believe our backlog of firm orders, pending and potential orders, and identified new opportunities provide good visibility for the balance of fiscal 2026 and into the next fiscal year.

The level of backlog at a particular point in time may not necessarily be indicative of results in subsequent periods as the size and delivery period of individual orders can vary significantly.

3 unchanged sentences

Our revenues tend to fluctuate from quarter to quarter due to delivery schedules and other factors.

We currently expect revenue in fiscal 2026 to be consistent with the revenue reported in fiscal 2025, despite the decline in the first quarter of fiscal 2026.

We currently expect revenue in fiscal 2026 to be consistent with the revenue reported in fiscal 2025.

However, no assurances of such results can be made, and there are a number of risks which could cause results to be less than anticipated.

22 unchanged sentences

Although these factors have had a negative impact on our costs, our revenues and results of operations have not been materially impacted by inflation or changing prices in the past two fiscal years.

Our revenues and results of operations have not been materially impacted by inflation or changing prices in the past two fiscal years, except as described above.

Results of Operations

Revenues for the three months ended April 30, 2025 were approximately $7.9 million, compared to approximately $9.7 million for the three months ended April 30, 2024.

The revenue decrease was primarily due to the delayed delivery of a significant order and other factors discussed above.

For the three months ended April 30, 2025, we generated an operating loss of approximately $658,000, compared to operating income of approximately $730,000 for the three months ended April 30, 2024.

The decrease in operating income in the current year was attributable to decreased revenues, and increased selling, general and administrative costs during the three months ended April 30, 2025.

Revenues for the three and six months ended July 31, 2025 were approximately $13.6 million and $21.5 million, respectively, compared to approximately $10.0 million and $19.7 million for the three and six months ended July 31, 2024, respectively.

For the three and six months ended July 31, 2025, we generated operating income of approximately $2.7 million and $2.0 million, respectively, compared to operating income of approximately $1.4 million and $2.2 million for the three months ended July 31, 2024, respectively.

A more detailed explanation of these variations follows.

2 unchanged sentences

Three Months Ended

Six Months Ended

(in thousands)

Cost of sales:

3 unchanged sentences

Accordingly, sales can significantly vary from one period to another.

During the three month period ended April 30, 2025, approximately 29% of our revenues related to the sale of new systems with the remaining 71% related to “after market” activity such as the sale of spare parts, repairs and services.

The gross profit and gross profit margins for Seamap were approximately $3.3 million and 42%, respectively, and $4.2 million and 44%, respectively, for the three month periods ended April 30, 2025, and April 30, 2024, respectively.

The gross profit margin in first quarter of fiscal 2026 decreased from the prior year comparable period primarily due to lower absorption of fixed costs from lower revenues.

During the six-month period ended July 31, 2025, approximately 32% of our revenues related to the sale of new systems with the remaining 68% related to “after-market” activity such as the sale of spare parts, repairs and services.

The gross profit and gross profit margins for Seamap for the three and six months ended July 31, 2025, were approximately $6.8 million and 50%, respectively, and $10.2 million and 47%, respectively.

The gross profit and gross profit margins for Seamap for the three and six months ended July 31, 2024, were approximately $4.8 million and 48%, and $9.0 million and 46%, respectively.

The gross profit margin in the second quarter of fiscal 2026 increased from the prior year comparable period primarily due to revenue mix.

Operating Expenses

General and administrative expenses for the three months ended April 30, 2025, were approximately $3.4 million, compared to approximately $2.8 million for the three months ended April 30, 2024.

The current period included certain items we consider to be non-recurring, including costs related to a restructuring our Seamap operations in the United Kingdom and tax planning and analysis arising from the preferred stock conversion in fiscal 2025.

Also contributing to the increase was higher stock-based compensation and franchise tax expense.

Research and development costs were approximately $380,000, in the three month period ended April 30, 2025, compared to approximately $462,000, in the three month period ended April 30, 2024.

General and administrative expenses for the three and six months ended July 31, 2025, were approximately $3.6 million and $7.0 million, respectively compared to approximately $2.8 million and $5.5 million for the three and six months ended July 31, 2024, respectively.

The increase in general and administrative expenses in the three and six months ended July 31, 2025, included certain expenses we consider to be non-recurring, including costs related to restructuring our Seamap operations in the United Kingdom, tax planning and analysis arising from the preferred stock conversion in fiscal 2025, and franchise tax expense impacted by the preferred stock conversion.

Also contributing to the increase was higher stock-based compensation and employee compensation expense.

Research and development costs were approximately $311,000, and $691,000, respectively, for the three- and six-month periods ended July 31, 2025, compared to approximately $328,000, and $790,000, respectively for the three- and six-month periods ended July 31, 2024.

Costs in each of the periods are related primarily to development of our next generation towed streamer system.

Depreciation and amortization expense, which includes depreciation of equipment, furniture and fixtures and the amortization of intangible assets, decreased primarily attributable to assets becoming fully depreciated and amortized over the year.

These costs were approximately $225,000 and $267,000 in the three month periods ended April 30, 2025, and April 30, 2024, respectively.

Other income primarily relates to gains on the sale of certain ancillary equipment, scrap sales and other income.

These costs were approximately $217,000 and $442,000, respectively in the three- and six-month periods ended July 31, 2025, and approximately $236,000 and $503,000, for the three- and six-month periods ended July 31, 2024, respectively.

Other Income and Expense

Other expense recognized for the three and six months ended July 31, 2025, related primarily to foreign exchange losses.

Other income recognized for the three and six months ended July 31, 2024 related primarily to gains on the sale of certain ancillary equipment, scrap sales.

Provision for Income Taxes

For the three months ended April 30, 2025, our income tax expense was approximately $294,000 on a pre-tax loss of approximately $676,000.

For the three month period ended April 30, 2024, our income tax expense was approximately $245,000 on pre-tax income of approximately $1.2 million.

For the three and six months ended July 31, 2025, our income tax expense was approximately $670,000 and $964,000 respectively, on pre-tax income of approximately $2.6 million and $1.9 million, respectively.

For the three and six months ended July 31, 2024, our income tax expense was approximately $672,000 and $917,000, respectively, on pre-tax income of approximately $1.5 million and $2.7 million, respectively.

These amounts differed from the result expected when applying the U.S.

statutory rate of 21% to our income or loss before income taxes for the respective periods due primarily to the impact of income taxes accrued in certain foreign jurisdictions, primarily Singapore, which do not have net operating losses available to offset taxable income, and because valuation allowances have been recorded against increases in our deferred tax assets.

statutory rate of 21% to our income before income taxes for the respective periods due primarily to the impact of income taxes accrued in certain foreign jurisdictions, primarily Singapore, which do not have net operating losses available to offset taxable income, and because valuation allowances have been recorded against increases in our deferred tax assets.

Valuation allowances have been provided against all deferred tax assets in the United States and certain foreign jurisdictions, including Malaysia and the United Kingdom.

Liquidity and Capital Resources

Until recently, the Company had a history of generating operating losses and negative cash from operating activities and relied on cash from the sale of lease pool equipment and the sale of preferred stock and common stock.

However, the Company generated net income from operations and positive Adjusted EBITDA for fiscal 2025 and fiscal 2024.

Although the Company generated a net loss from operations for the three months ended April 30, 2025, cash provided by operating activities was approximately $4.1 million.

Prior to fiscal 2024, the Company had a history of generating operating losses and negative cash from operating activities and relied on cash from the sale of lease pool equipment and the sale of preferred stock and common stock.

However, the Company generated income from operations and positive Adjusted EBITDA for fiscal 2024 and fiscal 2025.

The Company also generated net income from operations and cash provided by operating activities for the six months ended July 31, 2025.

We anticipate generating net income for fiscal 2026.

As of April 30, 2025, the Company had working capital of approximately $22.8 million, including cash and cash equivalents of approximately $9.2 million, compared to working capital of approximately $23.5 million, including cash and cash equivalents of approximately $5.3 million, as of January 31, 2025.

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.

The Company believes it will have adequate liquidity to meet its future operating requirements through a combination of cash on hand, cash expected to be generated from operations, potential financing secured by company-owned real property, disciplined working capital commitments, and potentially securing a credit facility or some other form of financing.

During the twelve month period ended April 30, 2025, the Company generated positive cash from operating activities in the amount of approximately $9.5 million.

As of July 31, 2025, the Company had working capital of approximately $25.1 million, including cash and cash equivalents of approximately $7.8 million, compared to working capital of approximately $23.5 million, including cash and cash equivalents of approximately $5.3 million, as of January 31, 2025.

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

The Company believes it will have adequate liquidity to meet its future operating requirements through a combination of cash on hand, cash expected to be generated from operations, potential financing secured by company-owned real property, disciplined working capital management, the issuance of equity securities or some other form of financing.

During the twelve-month period ended July 31, 2025, the Company generated positive cash from operating activities in the amount of approximately $7.3 million.

In September 2025 we initiated an at-the-market “ATM” offering program whereby we may issue common stock from time to time for gross proceeds of up to $25.0 million.

We believe this is a prudent preparatory step which will allow us to raise capital quickly and efficiently should the need arise, such as for an acquisition or other business expansion.

Additionally, we could use this facility to raise capital in the event the price of our stock reflects a market value at which we believe adding capital, at or above that price, to be non-dilutive.

To date, we have issued no stock pursuant to the ATM.

Concurrently with establishing the ATM, our Board of Directors authorized the buyback of up to $4.0 million of our common stock.

This action will allow us to move quickly and efficiently should we believe market conditions indicate that the purchase of our own common stock is the best use of our capital.

We believe both of these steps are consistent with our stated objective of furthering stockholder value by whatever means feasible.

In addition, management believes there are a number of other factors and actions available to the Company to address any liquidity needs, including the following:

The Company has no obligations or agreements containing “maintenance type” financial covenants.

The Company had working capital of approximately $22.8 million as of April 30, 2025, including cash of approximately $9.2 million.

The Company had working capital of approximately $25.1 million as of July 31, 2025, including cash of approximately $7.8 million.

Should revenues be less than projected, the Company believes it is able, and has plans, to reduce costs proportionately in order to maintain positive cash flow.

The majority of the Company’s costs are variable in nature, such as raw materials and personnel related costs.

In fiscal 2024, the Company eliminated two executive level positions and made additional headcount reductions in fiscal 2025.

The Company has reduced headcount and personnel costs over the past two fiscal years.

Furthermore, additional reductions in operations, sales, and general and administrative headcount could be made, if deemed necessary by management.

The Company had a backlog of orders related to the Seamap segment of approximately $21.1 million as of April 30, 2025, as well as a substantial pipeline of other prospects.

Production for certain of these orders was in process and included in inventory as of April 30, 2025, thereby reducing the liquidity needed to complete the orders.

The Company had a backlog of orders related to the Seamap segment of approximately $12.8 million as of July 31, 2025, as well as a substantial pipeline of other prospects.

Production for certain of these orders was in process and included in inventory as of July 31, 2025, thereby reducing the liquidity needed to complete the orders.

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

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The amendment was approved by preferred stockholders at a virtual special meeting held on August 29, 2024 (see Note 11- “Equity and Stock-Based Compensation” for additional details).

In recent years, the Company has raised capital through the sale of common stock and preferred stock pursuant to the at-the-market program (the "ATM Offering Program") and underwritten offerings on Form S-1.

In April 2025 the Company filed a registration statement on Form S-3, which was declared effective on May 1, 2025.

The Company believes it could sell debt or equity securities pursuant to this registration statement via a new ATM Offering Program, or other means.

Management expects to be able to raise further capital through these available means should the need arise.

The September 2025 ATM program provides the Company with the ability to raise up to $25.0 million of new equity.

The Company owns unencumbered real estate near Huntsville, Texas which could be used to generate capital if needed through a mortgage or sale lease transaction.

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The following table sets forth selected historical information regarding cash flows from our Consolidated Statements of Cash Flows:

For the Three Months Ended

For the Six Months Ended

(in thousands)

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Net cash (used in) provided by investing activities

Net cash from financing activities

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

Net increase (decrease) in cash and cash equivalents

As of April 30, 2025, we had working capital of approximately $22.8 million, including cash and cash equivalents of approximately $9.2 million, as compared to working capital of approximately $23.5 million, including cash and cash equivalents of approximately $5.3 million, at January 31, 2025.

As of July 31, 2025, we had working capital of approximately $25.1 million, including cash and cash equivalents of approximately $7.8 million, as compared to working capital of approximately $23.5 million, including cash and cash equivalents of approximately $5.3 million, at January 31, 2025.

Cash Flows from Operating Activities .

Net cash provided by operating activities was approximately $4.1 million in the first three months of fiscal 2026 as compared to cash used in operating activities of approximately $4.8 million in the first three months of fiscal 2025.

The increase in net cash provided by operating activities was due mainly to collections on accounts receivable.

Net cash provided by operating activities was approximately $2.9 million in the first six months of fiscal 2026 as compared to cash used in operating activities of approximately $3.7 million in the first six months of fiscal 2025.

The increase in net cash provided by operating activities was due mainly to collections on accounts receivable and reduction of inventory balances.

Cash Flows from Investing Activities .

Net cash used in investing activities during the first three months of fiscal 2026 relates primarily to the purchase of assets and investment related to the expansion of our facility in Huntsville, Texas as discussed above, compared to cash provided by investing activities in the prior year period, which related primarily to proceeds from the sale of other assets.

Net cash used in investing activities during the first six months of fiscal 2026 relates primarily to the purchase of assets and investment related to the expansion of our facility in Huntsville, Texas as discussed above, compared to cash provided by investing activities in the prior year period, which related primarily to proceeds from the sale of other assets.

Cash Flows from Financing Activities .

For the three months ended April 30, 2025, and April 30, 2024, there were no activities related to financing.

We have determined that the undistributed earnings of foreign subsidiaries are not deemed indefinitely reinvested outside of the United States as of April 30, 2025.

For the six months ended July 31, 2025, and July 31, 2024, there were no activities related to financing.

We have determined that the undistributed earnings of foreign subsidiaries are not deemed indefinitely reinvested outside of the United States as of July 31, 2025.

Furthermore, we have concluded that any deferred taxes with respect to the undistributed foreign earnings would be immaterial.

As of April 30, 2025, we had deposits in foreign banks equal to approximately $9.0 million, all of which we believe could be distributed to the United States without adverse tax consequences.

As of July 31, 2025, we had deposits in foreign banks equal to approximately $3.7 million, all of which we believe could be distributed to the United States without adverse tax consequences.

However, in certain cases, the transfer of these funds may result in withholding taxes payable to foreign taxing authorities.

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Information regarding our critical accounting estimates is included in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended January 31, 2025.

There have been no material changes to our critical accounting estimates during the three-month period ended April 30, 2025.

There have been no material changes to our critical accounting estimates during the three- and six-month periods ended July 31, 2025.

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-Q

Item 1. Financial Statements