8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):	April 22, 2025

MIND Technology, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-13490	76-0210849
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)
2002 Timberloch Place, Suite 550,
The Woodlands, Texas		77380
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code:	(281) 353-4475
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Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol (s)	Name of each exchange on which registered
Common Stock - $0.01 par value per share	MIND	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 2.02 Results of Operation and Financial Condition.

On April 22, 2025, MIND Technology, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter and year ended January 31, 2025. The date and time for a conference call discussing the earnings are also included in the press release. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 2.02.

The Company’s press release contains non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with United States generally accepted accounting principles, or GAAP. Pursuant to the requirements of Regulation G, the Company has provided within the press release quantitative reconciliations of certain non-GAAP financial measures to the most directly comparable GAAP financial measures.

The information in this Item 2.02 (including the press release attached as Exhibit 99.1 and incorporated by reference into Item 2.02) is being furnished, not filed, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is not subject to the liabilities of that section, and will not be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), unless specifically identified therein as being incorporated therein by reference.

Item 7.01 Regulation FD Disclosure.

On April 22, 2025, the Company issued a press release announcing its financial results for the fiscal quarter and year ended January 31, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference into Item 7.01. The information set forth under Item 2.02 above regarding the press release is incorporated herein by reference.

The information in this Item 7.01 (including the press release attached as Exhibit 99.1 and incorporated by reference into Item 7.01) is being furnished, not filed, for purposes of Section 18 of the Exchange Act, is not subject to the liabilities of that section, and will not be incorporated by reference into any filing under the Exchange Act or the Securities Act unless specifically identified therein as being incorporated therein by reference.

Cautionary Note Regarding Forward-Looking Statements

Certain of the statements contained in this report should be considered forward-looking statements. These forward-looking statements may be identified by words such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,” “project,” “could,” “should,” “would,” “continue,” “seek,” “target,” “guidance,” “outlook,” “if current trends continue,” “optimistic,” “forecast” and other similar words. Such statements include, but are not limited to, statements about the Company’s plans, objectives, expectations, intentions, estimates and strategies for the future, and other statements that are not historical facts. These forward-looking statements are based on the Company’s current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results and financial position and timing of certain events to differ materially from the information in the forward-looking statements. These risks and uncertainties include, but are not limited to, those set forth in the Company’s Annual Report on Form 10-K for the year ended January 31, 2024 (especially in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations), filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2024, Quarterly Report on Form 10-Q for the quarter ended April 30, 2023, filed with the SEC on June 11, 2024, Quarterly Report on Form 10-Q for the quarter ended July 31, 2024, filed with the SEC on September 12, 2024, Quarterly Report on Form 10-Q for the quarter ended October 31, 2024, filed with the SEC on December 12, 2024, and other risks and uncertainties listed from time to time in the Company’s other filings with the SEC. There may be other factors of which the Company is not currently aware that may affect matters discussed in the forward-looking statements and may also cause actual results to differ materially from those discussed. In addition, the lingering effect of the COVID-19 pandemic, supply chain disruptions, emerging financial institution crisis, and the potential of a recession have created significant uncertainty in the global economy and could have a material adverse effect on the Company’s business, financial position, results of operations and liquidity. The Company does not assume any obligation to publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements other than as required by law. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statement.

Item 9.01 Financial Statements and Exhibits.

	Exhibit Number	Description
(d) Exhibits.	99.1	MIND Technology, Inc. press release dated April 22, 2025.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MIND Technology, Inc.
April 22, 2025	By:	/s/ Robert P. Capps
		Name: Robert P. Capps
		Title: President and Chief Executive Officer

ex_752162.htm

Exhibit 99.1

NEWS RELEASE
Contacts:	Rob Capps, President & CEO<br><br> <br>MIND Technology, Inc.<br><br> <br>281-353-4475
	Ken Dennard / Zach Vaughan<br><br> <br>713-529-6600<br><br> <br>MIND@dennardlascar.com

MIND TECHNOLOGY, INC. REPORTS

FISCAL 2025 FOURTH QUARTER AND YEAR-END RESULTS

THE WOODLANDS, TX – April 22, 2025 – MIND Technology, Inc. (NASDAQ: MIND) (“MIND” or the “Company”) today announced financial results for its fiscal 2025 fourth quarter and year ended January 31, 2025.

Revenues from continuing operations for the fourth quarter of fiscal 2025 were approximately $15.0 million compared to $12.1 million in the third quarter of fiscal 2025 and $13.4 million in the fourth quarter of fiscal 2024.

The Company reported operating income from continuing operations of approximately $2.8 million for the fourth quarter of fiscal 2025 compared to operating income of $1.9 million for the third quarter of fiscal 2025 and operating income of $2.3 million in the fourth quarter of fiscal 2024. For the full year of fiscal 2025 the Company reported operating income from continuing operations of $6.8 million compared to $518,000 in fiscal 2024. Net income for the fourth quarter of fiscal 2025 amounted to approximately $2.0 million compared to $1.3 million in the third quarter of fiscal 2025 and $1.4 million in the fourth quarter of fiscal 2024. Fourth quarter of fiscal 2025 net income attributable to common shareholders was $2.0 million, or $0.25 per share compared to $494,000, or $0.35 per share in the fourth quarter of fiscal 2024.

Adjusted EBITDA from continuing operations for the fourth quarter of fiscal 2025 was approximately $3.0 million compared to $2.0 million in the third quarter of fiscal 2025 and $2.6 million in the fourth quarter of fiscal 2024. Adjusted EBITDA from continuing operations, which is a non-GAAP measure, is defined and reconciled to reported net income (loss) from continuing operations and cash used in operating activities in the accompanying financial tables. These are the most directly comparable financial measures calculated and presented in accordance with United States generally accepted accounting principles, or GAAP .

The backlog of Marine Technology Products as of January 31, 2025 related to our Seamap segment was approximately $16.2 million compared to $26.2 million at October 31, 2024 and $38.4 million at January 31, 2024. However, subsequent to January 31, 2025 the Company has booked firm orders totaling approximately $15.9 million.

Rob Capps, MIND’s President and Chief Executive Officer, stated, “We are very pleased to report another solid quarter and continue our trend of profitability. While there will undoubtedly be quarterly fluctuations going forward, our backlog and pipeline of business and the general market tailwinds give us belief that this trend will continue into fiscal 2026. In the fourth quarter, we once again generated positive cash flow from operations and ended the quarter with cash on hand of approximately $5.3 million. Such measures underscore our solid financial position.

“I am very pleased with where MIND is positioned today. We have stabilized the company, restored it to profitability and positioned ourselves to take advantage of opportunities within our existing and future markets,” added Capps. “However, we are still a small company, which presents certain challenges. We believe that to maximize stockholder value, MIND needs additional scale. We have identified organic growth opportunities that could help grow the Company. However, we also believe there are several other ways to achieve additional scale, including acquiring assets or businesses, combining with other organizations, or even an outright sale of the Company. All of these options are open to us, and we intend to investigate and analyze them. To assist us with this effort, we have retained Lucid Capital Markets LLC.

“We currently do not see a need to raise additional capital and have no near-term plans to do so. However, we do think it prudent to prepare ourselves should a need arises in the future, such as in connection with financing internal growth projects or the purchase of assets or a business. Therefore, we intend to file a shelf registration statement with the Securities and Exchange Commission in the very near future. This will allow us to move quickly and efficiently should circumstances dictate,” concluded Capps

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CONFERENCE CALL

Management has scheduled a conference call for Tuesday, April 22, 2025 at 9:00 a.m. Eastern Time (8:00 a.m. Central Time) to discuss the Company’s fiscal 2025 fourth quarter and year-end results.  To access the call, please dial (412) 902-0030 and ask for the MIND Technology call at least 10 minutes prior to the start time.  Investors may also listen to the conference live on the MIND Technology website, http://mind-technology.com, by logging onto the site and clicking “Investor Relations”. A telephonic replay of the conference call will be available through April 30, 2025 and may be accessed by calling (201) 612-7415 and using passcode 13751817#.  A webcast archive will also be available at http://mind-technology.com shortly after the call and will be accessible for approximately 90 days.  For more information, please contact Dennard Lascar Investor Relations by email at MIND@dennardlascar.com.

ABOUT MIND TECHNOLOGY

MIND Technology, Inc. provides technology to the oceanographic, hydrographic, defense, seismic and security industries.  Headquartered in The Woodlands, Texas, MIND has a global presence with key operating locations in the United States, Singapore, Malaysia, and the United Kingdom.  Its Seamap unit designs, manufactures and sells specialized, high performance, marine exploration and survey equipment.

Forward-looking Statements

Certain statements and information in this press release concerning results for the quarter and year ended January 31, 2025 may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “should,” “would,” “could” or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. All comments concerning our expectations for future revenues and operating results are based on our forecasts of our existing operations and do not include the potential impact of any future acquisitions or dispositions. Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. These risks and uncertainties include, without limitation, reductions in our customers’ capital budgets, our own capital budget, limitations on the availability of capital or higher costs of capital, and volatility in commodity prices for oil and natural gas .

For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see our filings with the SEC, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, unless required by law, whether as a result of new information, future events or otherwise. All forward-looking statements included in this press release are expressly qualified in their entirety by the cautionary statements contained or referred to herein .

Non-GAAP Financial Measures

Certain statements and information in this press release contain non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with United States generally accepted accounting principles, or GAAP. Company management believes that these non-GAAP financial measures, when considered together with the GAAP financial measures, provide information that is useful to investors in understanding period-over-period operating results separate and apart from items that may, or could, have a disproportionately positive or negative impact on results in any particular period. Company management also believes that these non-GAAP financial measures enhance the ability of investors to analyze the Company's business trends and to understand the Company's performance. In addition, the Company may utilize non-GAAP financial measures as guides in its forecasting, budgeting, and long-term planning processes and to measure operating performance for some management compensation purposes. Any analysis of non-GAAP financial measures should be used only in conjunction with results presented in accordance with GAAP. Reconciliation of Backlog, which is a non-GAAP financial measure, is not included in this press release due to the inherent difficulty and impracticality of quantifying certain amounts that would be required to calculate the most directly comparable GAAP financial measures .

Tables to Follow

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MIND TECHNOLOGY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(unaudited)

			2024
ASSETS
Current assets:
Cash and cash equivalents	5,336		$	5,289
Accounts receivable, net of allowance for credit losses of 332 at January 31, 2025 and 2024	11,817			6,566
Inventories, net	13,745			13,371
Prepaid expenses and other current assets	1,217			3,113
Total current assets	32,115			28,339
Property and equipment, net	890			818
Operating lease right-of-use assets	1,320			1,324
Intangible assets, net	2,308			2,888
Deferred tax asset	87			122
Total assets	36,720		$	33,491
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	2,558		$	1,623
Deferred revenue	189			203
Customer deposits	1,603			3,446
Accrued expenses and other current liabilities	1,245			2,140
Income taxes payable	2,473			2,114
Operating lease liabilities - current	577			751
Total current liabilities	8,645			10,277
Operating lease liabilities - non-current	743			573
Total liabilities	9,388			10,850
Stockholders’ equity:
Preferred stock, 1.00 par value; 2,000 shares authorized; no shares issued and outstanding at January 31, 2025 and 1,683 shares issued and outstanding at January 31, 2024	—			37,779
Common stock 0.01 par value; 40,000 shares authorized; 7,969 and 1,406 shares issued at January 31, 2025 and 2024, respectively	80			14
Additional paid-in capital	135,666			113,121
Accumulated deficit	(108,448	)		(128,307	)
Accumulated other comprehensive gain	34			34
Total stockholders’ equity	27,332			22,641
Total liabilities and stockholders’ equity	36,720		$	33,491

All values are in US Dollars.

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MIND TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

	For the Three Months Ended January 31,						For the Twelve Months Ended January 31,
	2025			2024			2025			2024
Revenues:
Sale of marine technology products	$	15,044		$	13,378		$	46,863		$	36,510
Cost of sales:
Sale of marine technology products		8,494			7,137			25,896			20,539
Gross profit		6,550			6,241			20,967			15,971
Operating expenses:
Selling, general and administrative		2,986			2,982			11,291			12,142
Research and development		562			654			1,914			2,133
Depreciation and amortization		220			286			944			1,178
Total operating expenses		3,768			3,922			14,149			15,453
Operating income		2,782			2,319			6,818			518
Other income (expense):
Other income (expense), net		(80	)		(80	)		240			(280	)
Other (expense) income		(80	)		(80	)		240			(280	)
Income from continuing operations before income taxes		2,702			2,239			7,058			238
Provision for income taxes		(671	)		(748	)		(1,984	)		(1,338	)
Income (loss) from continuing operations		2,031			1,491			5,074			(1,100	)
Income (loss) from discontinued operations, net of income taxes		—			(50	)		—			1,374
Net income	$	2,031		$	1,441		$	5,074		$	274
Gain on Preferred Stock conversion	$	—		$	—		$	14,785		$	—
Preferred stock dividends - declared		—			—			—			(946	)
Preferred stock dividends - undeclared		—			(947	)		(2,256	)		(2,842	)
Net income (loss) attributable to common stockholders	$	2,031		$	494		$	17,603		$	(3,514	)
Net income (loss) per common share - Basic and diluted
Continuing operations	$	0.25		$	0.39		$	4.32		$	(3.48	)
Discontinued operations	$	—		$	(0.04	)	$	—		$	0.98
Net income (loss)	$	0.25		$	0.35		$	4.32		$	(2.50	)
Shares used in computing loss per common share:
Basic		7,969			1,406			4,078			1,406
Diluted		7,969			1,406			4,078			1,406

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MIND TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Year Ended January 31,
	2025			2024
Cash flows from operating activities:			****			****
Net income	$	5,074		$	274
Depreciation and amortization		944			1,516
Stock-based compensation		235			261
Gain on sale of Klein		—			(2,343	)
Provision for inventory obsolescence		68			341
Gross profit from sale of other equipment		(457	)		(476	)
Deferred tax benefit		35			(153	)
Changes in:
Accounts receivable		(5,246	)		(3,343	)
Unbilled revenue		(7	)		25
Inventories		(441	)		(3,601	)
Income taxes receivable and payable		360			635
Accounts payable, accrued expenses and other current liabilities		45			(334	)
Prepaid expenses and other current and long-term assets		1,897			(847	)
Deferred revenue		(1,856	)		3,078
Net cash provided by (used in) operating activities		651			(4,967	)
Cash flows from investing activities:			****			****
Purchases of property and equipment		(437	)		(290	)
Sale of other assets		457			476
Proceeds from the sale of Klein, net		—			10,832
Net cash provided by investing activities		20			11,018
Cash flows from financing activities:			****			****
Net proceeds from short-term loan		—			2,947
Payment on short-term loan		—			(3,750	)
Refund of prepaid interest on short-term loan		—			214
Preferred stock conversion transaction costs		(619	)		—
Preferred stock dividends		—			(946	)
Net cash used in financing activities		(619	)		(1,535	)
Effect of changes in foreign exchange rates on cash and cash equivalents		(5	)		(5	)
Net increase in cash and cash equivalents		47			4,511
Cash and cash equivalents, beginning of period		5,289			778
Cash and cash equivalents, end of period	$	5,336		$	5,289

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MIND TECHNOLOGY, INC.

Reconciliation of Net Income and Net Cash Used in Operating Activities to EBITDA and

Adjusted EBITDA From Continuing Operations

(in thousands)

(unaudited)

	For the Three Months Ended January 31,						For the Twelve Months Ended January 31,
	2025			2024			2025			2024
	(in thousands)						(in thousands)
Reconciliation of Net Income to EBITDA and Adjusted EBITDA from continuing operations			****			****			****			****
Net income	$	2,031		$	1,441		$	5,074		$	274
Interest expense, net	$	—		$	98		$	—		$	634
Depreciation and amortization		220			286			944			1,516
Provision for income taxes		671			742			1,984			1,355
EBITDA		2,922			2,567			8,002			3,779
(Income) loss from discontinued operations net of depreciation and amortization		—			54			—			(1,729	)
Stock-based compensation		95			(3	)		235			261
Adjusted EBITDA from continuing operations (1)	$	3,017		$	2,618		$	8,237		$	2,311
Reconciliation of Net Cash Provided by (Used In) Operating Activities to EBITDA			****			****			****			****
Net cash provided by (used in) operating activities	$	2,058		$	657		$	651		$	(4,967	)
Stock-based compensation		(95	)		3			(235	)		(261	)
Provision for inventory obsolescence		(1	)		(318	)		(68	)		(341	)
Changes in accounts receivable (current and long-term)		2,411			2,681			5,253			3,318
Interest paid		—			98			—			634
Taxes paid, net of refunds		243			230			1,654			847
Gain on sale of other equipment		—			91			457			476
Gain on the sale of Klein		—			(50	)		—			2,343
Changes in inventory		(3,503	)		427			441			3,601
Changes in accounts payable, accrued expenses and other current liabilities and deferred revenue		1,621			(2,674	)		1,811			(2,744	)
Changes in prepaid expenses and other current and long-term assets		179			1,413			(1,897	)		847
Other		9			9			(65	)		26
EBITDA (1)	$	2,922		$	2,567		$	8,002		$	3,779
1.	EBITDA and Adjusted EBITDA are non-GAAP financial measures. EBITDA is defined as net income before (a) interest income and interest expense, (b) provision for (or benefit from) income taxes and (c) depreciation and amortization. Adjusted EBITDA excludes non-cash foreign exchange gains and losses, stock-based compensation, impairment of intangible assets, other non-cash tax related items and non-cash costs of lease pool equipment sales. We consider EBITDA and Adjusted EBITDA to be important indicators for the performance of our business, but not measures of performance or liquidity calculated in accordance with GAAP. We have included these non-GAAP financial measures because management utilizes this information for assessing our performance and liquidity, and as indicators of our ability to make capital expenditures, service debt and finance working capital requirements and we believe that EBITDA and Adjusted EBITDA are measurements that are commonly used by analysts and some investors in evaluating the performance and liquidity of companies such as us. In particular, we believe that it is useful to our analysts and investors to understand this relationship because it excludes transactions not related to our core cash operating activities. We believe that excluding these transactions allows investors to meaningfully trend and analyze the performance of our core cash operations. EBITDA and Adjusted EBITDA are not measures of financial performance or liquidity under GAAP and should not be considered in isolation or as alternatives to cash flow from operating activities or net income as indicators of operating performance or any other measures of performance derived in accordance with GAAP. In evaluating our performance as measured by EBITDA, management recognizes and considers the limitations of this measurement. EBITDA and Adjusted EBITDA do not reflect our obligations for the payment of income taxes, interest expense or other obligations such as capital expenditures. Accordingly, EBITDA and Adjusted EBITDA are only two of the measurements that management utilizes. Other companies in our industry may calculate EBITDA or Adjusted EBITDA differently than we do and EBITDA and Adjusted EBITDA may not be comparable with similarly titled measures reported by other companies.
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