What changed in this filing

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Item 1. Financial Statements

2025-12-11 compared with 2025-09-10 · 206 added, 142 removed, 513 unchanged (40% of the section changed)

3 unchanged sentences

(in thousands, except per share data)

July 31, 2025

October 31, 2025

January 31, 2025

2 unchanged sentences

$ 19,387 $ 5,336

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

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

10,607 11,817

24 unchanged sentences

40,000 shares authorized;

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

8,974 shares issued and outstanding at October 31, 2025 and 7,969 shares issued and outstanding at January 31, 2025

Additional paid-in capital

11 unchanged sentences

(in thousands, except per share data)

For the Three Months Ended July 31,

For the Six Months Ended July 31,

For the Three Months Ended October 31,

For the Nine Months Ended October 31,

Sales of marine technology products

$ 9,688 $ 12,105 31,151 31,819

Cost of sales:

Sales of marine technology products

5,175 6,684 16,478 17,402

4,513 5,421 14,673 14,417

Operating expenses:

Selling, general and administrative

3,021 2,762 10,042 8,305

Research and development

506 562 1,197 1,352

Depreciation and amortization

212 221 654 724

Total operating expenses

3,739 3,545 11,893 10,381

Operating income

774 1,876 2,780 4,036

Other income (expense):

4 ( 189 ) ( 79 ) 320

Total other income (expense)

4 ( 189 ) ( 79 ) 320

Income before income taxes

778 1,687 2,701 4,356

Provision for income taxes

( 716 ) ( 396 ) ( 1,680 ) ( 1,313 )

$ 62 $ 1,291 $ 1,021 $ 3,043

Preferred stock dividends - undeclared

Net income (loss) attributable to common stockholders

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

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

— ( 368 ) — ( 2,262 )

Effect of preferred stock conversion

— 14,785 — 14,785

Net income attributable to common stockholders

$ 62 $ 15,708 $ 1,021 $ 15,566

Net income per common share - Basic and diluted

$ 0.01 $ 2.87 $ 0.13 $ 5.62

Shares used in computing net income per common share:

Basic and diluted

8,046 5,473 7,980 2,772

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

2 unchanged sentences

(in thousands)

For the Three Months Ended July 31,

For the Six Months Ended July 31,

For the Three Months Ended October 31,

For the Nine Months Ended October 31,

$ 62 $ 1,291 $ 1,021 $ 3,043

Comprehensive income

$ 62 $ 1,291 1,021 3,043

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

2 unchanged sentences

(in thousands)

For the Six Months Ended July 31,

For the Nine Months Ended October 31,

Cash flows from operating activities:

$ 1,021 $ 3,043

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

3 unchanged sentences

Gross profit from sale of other equipment

Deferred tax benefit

Accounts receivable

1,228 ( 3,006 )

Unbilled revenue

1,986 ( 3,944 )

Prepaid expenses and other current and long-term assets

Income taxes receivable and payable

( 51 ) ( 24 )

Accounts payable, accrued expenses and other current liabilities

Deferred revenue and customer deposits

( 1,235 ) ( 289 )

Net cash provided by (used in) operating activities

3,803 ( 1,407 )

Cash flows from investing activities:

Purchases of property and equipment

( 512 ) ( 213 )

Sale of other equipment

1 unchanged sentence

Cash flows from financing activities:

Net cash provided by financing activities

Preferred stock conversion transaction costs

Net proceeds from issuance of common stock

Net cash provided by (used in) financing activities

10,754 ( 619 )

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

Net change in cash and cash equivalents

14,051 ( 1,784 )

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

$ 19,387 $ 3,505

Supplemental cash flow information:

Income taxes paid

$ 1,903 $ 1,411

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

3 unchanged sentences

Preferred Stock

Additional Other

Comprehensive

Balances, January 31, 2025

7,969 $ 80 — $ — $ 135,666 $ — $ ( 108,448 ) $ 34 $ 27,332

— — — — — — ( 970 ) — ( 970 )

Stock-based compensation

— — — — 272 — — — 272

Balances, April 30, 2025

7,969 $ 80 — $ — $ 135,938 $ — $ ( 109,418 ) $ 34 $ 26,634

— — — — — — 1,929 — 1,929

Stock-based compensation

— — — — 281 — — — 281

Balances, July 31, 2025

7,969 $ 80 — $ — $ 136,219 $ — $ ( 107,489 ) $ 34 $ 28,844

— — — — — — 62 — 62

Issuance of common stock

1,005 10 — — 10,744 — — — 10,754

Stock-based compensation

— — — — 283 — — — 283

Balances, October 31, 2025

8,974 $ 90 — $ — $ 147,246 $ — $ ( 107,427 ) $ 34 $ 39,943

MIND TECHNOLOGY, INC.

4 unchanged sentences

Balances, January 31, 2024

1,406 $ 14 1,683 $ 37,779 $ 113,121 $ — $ ( 128,307 ) $ 34 $ 22,641

— — — — — — 954 — 954

Stock-based compensation

— — — — 48 — — — 48

Balances, April 30, 2024

1,406 $ 14 $ 1,683 $ 37,779 $ 113,169 $ — $ ( 127,353 ) $ 34 $ 23,643

— — — — — — 798 — 798

Stock-based compensation

— — — — 46 — — — 46

Balances, July 31, 2024

1,406 $ 14 1,683 $ 37,779 $ 113,215 $ — $ ( 126,555 ) $ 34 $ 24,487

— — — — — — 1,291 — 1,291

Preferred stock conversion

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

Stock-based compensation

— — — — 47 — — — 47

Balances, October 31, 2024

7,969 $ 80 — $ — $ 135,572 $ — $ ( 110,479 ) $ 34 $ 25,207

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 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 .

Liquidity —As of October 31, 2025 , the Company had working capital of approximately $ 36.0 million, including cash and cash equivalents of approximately $ 19.4 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.

1 unchanged sentence

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

During the three and nine months ended October 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 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.

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 October 31, 2025 , the results of operations for the three and nine months ended October 31, 2025 and 2024 , the cash flows for the nine months ended October 31, 2025 and 2024 , and the statement of stockholders’ equity for the three and nine months ended October 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 ”).

11 unchanged sentences

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

Three Months Ended July 31,

Six Months Ended July 31,

Three Months Ended October 31,

Nine Months Ended October 31,

Revenue recognized at a point in time:

8 unchanged sentences

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

Three Months Ended July 31,

Six Months Ended July 31,

Three Months Ended October 31,

Nine Months Ended October 31,

(in thousands)

16 unchanged sentences

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

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.

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

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

Contract Balances

3 unchanged sentences

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

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 liabilities decreased by approximately $ 1.2 million during the nine months ended October 31, 2025 due primarily to recognition of revenue during the current fiscal year.

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

October 31, 2025

October 31, 2024

Contract Assets:

18 unchanged sentences

Balance Sheet

July 31, 2025

October 31, 2025

January 31, 2025

10 unchanged sentences

$ 11,713 $ 13,745

July 31, 2025

October 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 July 31, 2025 .

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.

Depreciation expense on property and equipment for the three and nine months ended October 31, 2025 was approximately $ 79,000 and $ 221,000 , respectively.

Depreciation expense on property and equipment for the three and nine months ended October 31, 2024 was approximately $ 75,000 and $ 233,000 , 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 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

Lease expense for the three and nine months ended October 31, 2025 , was approximately $ 232,000 and $ 697,000 , respectively.

Lease expense for the three and nine months ended October 31, 2024 , was approximately $ 221,000 and $ 643,000 , respectively, and was recorded as a component of operating income.

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

October 31, 2025

January 31, 2025

9 unchanged sentences

$ 1,267 $ 1,320

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

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

Lease term and discount rate

July 31, 2025

October 31, 2025

January 31, 2025

5 unchanged sentences

Supplemental cash flow information related to leases was as follows:

For the Six Months Ended July 31,

For the Nine Months Ended October 31,

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

4 unchanged sentences

Operating leases

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

July 31, 2025

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

October 31, 2025

(in thousands)

3 unchanged sentences

Intangible Assets

July 31, 2025

October 31, 2025

January 31, 2025

1 unchanged sentence

Gross Carrying

July 31, 2025

October 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 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:

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

Aggregate amortization expense was approximately $ 138,000 and $ 432,000 for the three and nine months ended October 31, 2025 , respectively, and approximately $ 146,000 and $ 491,000 for the three and nine months ended October 31, 2024 , respectively.

As of October 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 - 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.

statutory rate of 21 % is due primarily to the impact of income taxes accrued in certain foreign jurisdictions, mainly 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.

For the three - and nine -month periods ended October 31, 2025 , our income tax expense, pre-tax income, and effective tax rate were approximately $ 716,000 , $ 778,000 , and 92 %, respectively, and $ 1.7 million, $ 2.7 million, and 63 %, respectively.

The effective tax rate for the three -month period is driven primarily by net discrete tax expense recognized in the period consisting of return-to-provision and transfer pricing tax adjustments recorded by our Singapore entity, and because we do not benefit from tax losses in the U.S.

and certain foreign jurisdictions where we have valuation allowances recorded against our deferred tax assets.

The effective rate for the nine -month period is driven primarily by tax losses in the U.S.

and certain foreign jurisdictions for which no tax benefit is recognized due to valuation allowances recorded against our deferred tax assets, and by the net discrete tax expense described above.

For the three and nine -month periods ended October 31, 2024, our income tax expense, pre-tax income, and effective tax rate were approximately $ 396,000 , $ 1.7 million, and 23 %, respectively, and $ 1.3 million, $ 4.4 million, and 30 %, respectively.

The variance between our effective tax rate and the U.S.

statutory rate of 21 % for the three - and nine -month periods is due primarily to the impact of income taxes accrued in certain foreign jurisdictions, mainly Singapore, which do not have net operating losses available to offset taxable income, and because we do not benefit from tax losses in the U.S.

and certain foreign jurisdictions where we have valuation allowances recorded against our deferred tax assets.

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

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

9 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 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 .

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 October 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 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.

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

For the three - and nine -month periods ended October 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 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.

For the three months ended October 31, 2025 and October 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 October 31, 2025 , and October 31, 2024 , was approximately 8.0 million and 5.5 million shares, respectively.

The total basic weighted average common shares outstanding for the nine months ended October 31, 2025 and October 31, 2024 were approximately 8.0 million and 2.8 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.

The Company issued approximately 6,600,000 shares of common stock in connection with the conversion (see Note 11 - "Equity and Stock Based Compensation" for additional details).

On August 28, 2025, the Company entered into an equity distribution agreement (the “Sales Agreement”) with Lucid Capital Markets, LLC (the “Lucid”), 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 Lucid.

Under the Sales Agreement, Lucid is entitled to compensation of up to 2 % of the gross proceeds from the sale of Shares under the ATM offering program.

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.

During the three and nine months ended October 31, 2025, the Company sold approximately 1.0 million shares of common stock at-the-market pursuant to the Sales Agreement.

Proceeds from the sales of common stock, net of Lucid's commissions and other expenses, for the three and nine months ended October 31, 2025 were approximately $ 10.8 million.

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 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.

For the three and nine months ended October 31, 2025, Lucid received compensation of approximately $ 221,000 related to sales of common stock pursuant to the Sales Agreement.

The Non-Executive Chairman of the Board received no portion of the compensation paid to Lucid.

See Note 9 - "Earnings per Share" for discussion of the Company's entry into the Sales Agreement with Lucid.

Equity and Stock-Based Compensation

6 unchanged sentences

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.

Total compensation expense recognized for stock-based awards granted under the Company’s equity incentive plan during the three - and nine -month periods ended October 31, 2025 was approximately $ 283,000 and $ 836,000 , respectively and for the three - and nine -month periods ended October 31, 2024 , was approximately $ 47,000 and $ 141,000 , respectively.

Segment Reporting

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

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

Our Seamap Marine Products segment provides the following:

8 unchanged sentences

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

Three Months Ended July 31,

Three Months Ended October 31,

Seamap Marine Products

15 unchanged sentences

92 1 93 64 3 67

Six Months Ended July 31,

Nine Months Ended October 31,

Seamap Marine Products

17 unchanged sentences

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,

Three Months Ended October 31,

Nine Months Ended October 31,

Seamap Marine Products

8 unchanged sentences

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

As of July 31,

As of October 31,

Seamap Marine Products

2 unchanged sentences

Depreciation and Amortization Expense

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.

Depreciation expense on property and equipment, reflected in the table above, was approximately $ 79,000 and $ 221,000 for the three and nine months ended October 31, 2025, respectively, and approximately $ 75,000 and $ 233,000 for the three and nine months ended October 31, 2024, respectively.

Amortization expense primarily relating to intangible assets, reflected in the table above was approximately $ 138,000 and $ 432,000 for the three and nine months ended October 31, 2025, respectively, and approximately $ 146,000 and $ 491,000 for the three and nine months ended October 31, 2024, respectively.

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

5 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

36 unchanged sentences

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 July 31,

For the Six Months Ended July 31,

For the Three Months Ended October 31,

For the Nine Months Ended October 31,

Reconciliation of Net income to EBITDA and Adjusted EBITDA

35 unchanged sentences

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.

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 first nine months of fiscal 2026.

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

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.

During the nine-month period ended October 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 several months during the period.

The expansion of the facility was completed at the end of the second quarter of fiscal 2026 and repair and production operations recommenced in the third quarter of fiscal 2026.

We therefore expect a corresponding increase in revenue from this facility.

As of October 31, 2025, our backlog of firm orders was approximately $7.2 million, compared to approximately $16.9 million as of January 31, 2025.

However, subsequent to October 31, 2025 we received additional orders totaling approximately $9.5 million.

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

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.

We believe our backlog of firm orders, pending and potential orders, and identified new opportunities provide 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.

Based on this visibility and expected delivery schedules, we expect revenue in the fourth quarter of fiscal 2026 to improve related to the third quarter of fiscal 2026.

While our long-term outlook for our existing product lines is optimistic, the outlook for fiscal 2027 is less clear.

We believe this uncertainty is due to recent delays in certain projects and temporary changes in capital allocations by ultimate end-users.

We are currently pursuing a number of initiatives, including new products and significant project opportunities, which could have a positive impact on our future financial results, including those in fiscal 2027.

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

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Accordingly, the Company no longer has obligations regarding preferred stock dividends, including undeclared dividends from previous periods (see Note 11- “Equity and Stock-Based Compensation” for additional details).

During the third quarter of fiscal 2026, we raised approximately $10.8 million in new capital through the sale of common stock pursuant to the ATM program.

The proceeds from sale of common stock significantly increased our liquidity and therefore our ability to take advantage of opportunities or address challenges that may arise.

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.

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.

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

Those risks include the following:

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We also continue to pursue initiatives to further expand our product offerings.

These initiatives include new internally developed technology, introduction of new products based on our existing technology, technology obtained through partnering arrangements with others and a combination of all of these.

There can be no assurance that any of these initiatives will ultimately have a material impact on our financial position or results of operations.

However, we can give no assurance that any of these initiatives will ultimately have a material impact on our financial position or results of operations.

We believe there are certain developments within the marine technology industry that can have a significant impact on our business.

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Demand for economical, commercially developed, technology for maritime security applications.

In response to these, and other, developments we have prioritized certain strategic initiatives to exploit the opportunities that we perceive.

In response to these, and other, developments we have prioritized certain strategic initiatives to exploit these perceived opportunities.

These initiatives include adaption of our SeaLink solid streamer technology to:

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Maritime security applications.

We believe that the above applications expand our addressable markets and provide opportunities for further growth in our revenues.

We believe that the above applications expand our addressable markets and provide opportunities for further revenue growth.

General inflation levels have increased in recent years due in part to supply chain issues, increased energy costs and geopolitical uncertainty.

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Results of Operations

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.

Revenues for the three and nine months ended October 31, 2025 were approximately $9.7 million and $31.2 million, respectively, compared to approximately $12.1 million and $31.8 million for the three and nine months ended October 31, 2024, respectively.

For the three and nine months ended October 31, 2025, we generated operating income of approximately $774,000 and $2.8 million, respectively, compared to operating income of approximately $1.9 million and $4.0 million for the three months ended October 31, 2024, respectively.

A more detailed explanation of these variations follows.

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Three Months Ended

Six Months Ended

Nine Months Ended

(in thousands)

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Gross profit margin

Percentage of revenue by source:

After market activity

A significant portion of Seamap’s sales consist of large discrete orders, the timing of which is dictated by our customers.

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

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.

The remaining sales relate to “after-market” activity such as the sale of spare parts, repairs and services.

The gross profit margin in the three- and nine-month periods ended October 31, 2025 increased from the prior year comparable periods primarily due to revenue mix.

Operating Expenses

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.

General and administrative expenses for the three and nine months ended October 31, 2025, were approximately $3.0 million and $10.0 million, respectively compared to approximately $2.8 million and $8.3 million for the three and nine months ended October 31, 2024, respectively.

The increase in general and administrative expenses in the comparable three-month periods is due primarily to higher stock-based compensation.

The increase in the nine months ended October 31, 2025, as compared to the comparable prior year period relates primarily to increased stock-based compensation and employee compensation, plus 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.

Research and development costs were approximately $506,000, and $1.2 million, respectively, for the three- and nine-month periods ended October 31, 2025, compared to approximately $562,000, and $1.4 million, respectively for the three- and nine-month periods ended October 31, 2024.

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

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 $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.

These costs were approximately $212,000 and $654,000, respectively in the three- and nine-month periods ended October 31, 2025, and approximately $221,000 and $724,000, for the three- and nine-month periods ended October 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.

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

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

Provision for Income Taxes

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.

For the three and nine months ended October 31, 2025, our income tax expense was approximately $716,000 and $1.7 million, respectively, on pre-tax income of approximately $778,000 and $2.7 million, respectively.

For the three and nine months ended October 31, 2024, our income tax expense was approximately $396,000 and $1.3 million, respectively, on pre-tax income of approximately $1.7 million and $4.4 million, respectively.

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

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.

and certain foreign jurisdictions where we have valuation allowances recorded against our deferred tax assets.

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

Income tax expense for the three months ended October 31, 2025 includes approximately $178,000 of net discrete tax expense consisting primarily of $326,000 of tax expense resulting from return-to-provision and transfer pricing adjustments recorded by our Singapore entity, plus tax expense from other individually immaterial items, partially offset by $153,000 of tax benefit resulting from the release of valuation allowance against deferred tax assets of our Malaysia entity.

Liquidity and Capital Resources

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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.

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

We anticipate generating net income for fiscal 2026.

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.

As of October 31, 2025, the Company had working capital of approximately $36.0 million, including cash and cash equivalents of approximately $19.4 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.

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, the issuance of equity securities or some other form of financing.

During the nine-month period ended October 31, 2025, the Company generated positive cash from operating activities in the amount of approximately $5.9 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 $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.

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 $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.

The Company issued approximately 6.6 million 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 conversion of preferred stock into common stock was effected pursuant to an amendment to the Certificate of Designations, Preferences and Rights of the preferred stock.

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).

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.

The appraised value of this property is approximately $5.0 million.

We believe our ATM program allows us to raise capital quickly and efficiently should the need arise, such as for an acquisition or other business expansion.

Additionally, this facility allows us to raise capital in the event the price of our common 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 approximately 1.0 million shares of common stock pursuant to the ATM and generated net proceeds of approximately $10.8 million.

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

This repurchase program 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.

To date we have not repurchased any shares of common stock pursuant to our repurchase program.

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

In order to fund future growth, we may explore sources of additional capital, which could include secured debt financing, the sale of assets or investment from strategic industry participants.

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

For the Six Months Ended

For the Nine Months Ended

(in thousands)

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Net cash (used in) provided by investing activities

Net cash provided by (used in) financing activities

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

Net increase (decrease) in cash and cash equivalents

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.

As of October 31, 2025, we had working capital of approximately $36.0 million, including cash and cash equivalents of approximately $19.4 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.

The increase in working capital and cash and cash equivalents is due primarily to the proceeds of approximately $10.8 million from the issuance of common stock under our ATM program during the third quarter.

Cash Flows from Operating Activities .

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.

Net cash provided by operating activities was approximately $3.8 million in the first nine months of fiscal 2026 as compared to cash used in operating activities of approximately $1.4 million in the first nine 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 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.

Net cash used in investing activities during the first nine 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 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.

For the nine months ended October 31, 2025, Net cash provided by financing activities was approximately $10.8 million and relates to sales of common stock pursuant to the ATM program.

Net cash used in financing activities for the nine months ended October 31, 2024, was approximately $619,000 of transaction costs associated with the conversion of preferred stock to common stock.

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

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

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.

As of October 31, 2025, we had deposits in foreign banks equal to approximately $4.9 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- and six-month periods ended July 31, 2025.

There have been no material changes to our critical accounting estimates during the three- and nine-month periods ended October 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