Mind Technology, Inc DEFA14A, filed Jun 10, 2020

Mind Technology, Inc (MIND)

DEFA14A 2020-06-10

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Texas	001-13490	76-0210849
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

2002 Timberloch Place, Suite 400, The Woodlands, Texas		77380
________________________________ (Address of principal executive offices)		___________ (Zip Code)


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
Series A preferred Stock - $1.00 par value per share	MINDP	The NASDAQ Stock Market LLC


Exhibit Number						Description
99.1						Mitcham Industries, Inc. press release dated June 10, 2020.


	April 30, 2020		January 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	4,705	$	3,090
Restricted cash	—		144
Accounts receivable, net of allowance for doubtful accounts of $2,196 and $4,054 at April 30, 2020 and January 31, 2020, respectively	7,996		11,921
Inventories, net	13,783		13,261


Prepaid expenses and other current assets	2,515		2,211

Total current assets	28,999		30,627
Seismic equipment lease pool and property and equipment, net	12,002		13,777
Operating lease right-of-use assets	1,957		2,300
Intangible assets, net	7,703		8,161
Goodwill	—		2,531


Long-term receivables, net of allowance for doubtful accounts of $- and $- at April 30, 2020 and January 31, 2020, respectively	535		403
Other assets	7		$	429
Total assets	$	51,203	$	58,228
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	3,292	$	2,650

Deferred revenue	602		765
Accrued expenses and other current liabilities	3,071		3,452
Income taxes payable	620		242
Operating lease liabilities - current	966		1,339

Total current liabilities	8,551		8,448
Operating lease liabilities - non-current	991		961
Other non-current liabilities	911		967
Deferred tax liability	200		200

Total liabilities	10,653		10,576
Shareholders’ equity:
Preferred stock, $1.00 par value; 1,000 shares authorized; 994 and 994 shares issued and outstanding at April 30, 2020 and January 31, 2020, respectively	22,104		22,104
Common stock, $0.01 par value; 20,000 shares authorized; 14,097 and 14,097 shares issued at April 30, 2020, and January 31, 2020, respectively	141		141
Additional paid-in capital	124,194		123,964
Treasury stock, at cost (1,929 shares at April 30, 2020 and January 31, 2020)	(16,860)		(16,860)
Accumulated deficit	(84,511)		(77,310)
Accumulated other comprehensive loss	(4,518)		(4,387)
Total shareholders’ equity	40,550		47,652
Total liabilities and shareholders’ equity	$	51,203	$	58,228



Date of Report (Date of Earliest Event Reported):						June 10, 2020



Registrant’s telephone number, including area code:						936-291-2277


Contacts:						Rob Capps, Co-CEO Mitcham Industries, Inc. 936-291-2277
						Ken Dennard / Zach Vaughan Dennard Lascar Investor Relations 713-529-6600


	For the Three Months Ended April 30,
	2020		2019
Revenues:
Sale of marine technology products	$	3,187	$	5,977
Equipment leasing	2,575		3,323
Sale of lease pool and other equipment	1,613		557
Total revenues	7,375		9,857
Cost of sales:
Sale of marine technology products	2,703		3,455
Equipment leasing (including lease pool depreciation)	1,770		2,411

Equipment sales	713		250
Total cost of sales	5,186		6,116
Gross profit	2,189		3,741
Operating expenses:
Selling, general and administrative	4,654		5,232
Research and development	410		315


Impairment of intangible assets	2,531		—
Depreciation and amortization	774		650
Total operating expenses	8,369		6,197
Operating loss	(6,180)		(2,456)
Other income (expense):


Interest expense, net	(11)		(11)
Other, net	70		107
Total other income	59		96
Loss before income taxes	(6,121)		(2,360)
Provision for income taxes	(521)		(55)
Net loss	$	(6,642)	$	(2,415)
Preferred stock dividends	(559)		(471)
Net loss attributable to common shareholders	$	(7,201)	$	(2,886)
Net loss per common share:
Basic	$	(0.59)	$	(0.24)
Diluted	$	(0.59)	$	(0.24)
Shares used in computing loss per common share:
Basic	12,172		12,119
Diluted	12,172		12,119


	For the Three Months Ended April 30,
	2020		2019
Reconciliation of Net loss to EBITDA and Adjusted EBITDA
Net loss	$	(6,642)	$	(2,415)
Interest expense (income), net	11		11
Depreciation and amortization	1,701		2,131
Provision (benefit) for income taxes	521		55
EBITDA (1)	(4,409)		(218)
Non-cash foreign exchange losses	109		52

Stock-based compensation	230		172
Impairment of intangible assets	2,531		—

Cost of lease pool sales	587		55
Adjusted EBITDA (1)	$	(952)	$	61
Reconciliation of Net Cash Provided by Operating Activities to EBITDA
Net cash provided by (used in) operating activities	$	929	$	(1,851)
Stock-based compensation	(230)		(172)

Provision for inventory obsolescence	(22)		—
Changes in accounts receivable (current and long-term)	(3,719)		(76)
Interest paid	11		14
Taxes paid, net of refunds	149		97
Gross profit from sale of lease pool equipment	850		363

Changes in inventory	554		501
Changes in accounts payable, accrued expenses and other current liabilities and deferred revenue	(147)		405
Impairment of intangible assets	(2,531)		—
Changes in prepaid expenses and other current assets	(201)		672
Foreign exchange (losses) gains, net	—		16


Other	(52)		(187)
EBITDA (1)	$	(4,409)	$	(218)