falsedesktopMIND2020-10-31000092642320000064{"tbl_sim": "https://q10k.com/tbl-sim", "search": "https://q10k.com/search"}{"q10k_tbl_0": "Large accelerated filer\t☐\tAccelerated filer\t☐\nNon-accelerated filer\t☒\tSmaller reporting company\t☒\nEmerging growth company\t☐\t\t\n", "q10k_tbl_1": "PART I. FINANCIAL INFORMATION\t\t\nItem 1.\tFinancial Statements (Unaudited)\t\n\tCondensed Consolidated Balance Sheets as of October 31 2020 and January 31 2020\t1\n\tCondensed Consolidated Statements of Operations for the Three and Nine Months Ended October 31 2020 and 2019\t2\n\tCondensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended October 31 2020 and 2019\t3\n\tCondensed Consolidated Statements of Cash Flows for the Nine Months Ended October 31 2020 and 2019\t4\n\tCondensed Consolidated Statements of Shareholders' Equity for the Three and Nine Months Ended October 31 2020 and 2019\t6\n\tNotes to Condensed Consolidated Financial Statements\t8\n\tCautionary Statement about Forward-Looking Statements\t17\nItem 2.\tManagement's Discussion and Analysis of Financial Condition and Results of Operations\t18\nItem 3.\tQuantitative and Qualitative Disclosures About Market Risk\t28\nItem 4.\tControls and Procedures\t28\nPART II. OTHER INFORMATION\t\t\nItem 1.\tLegal Proceedings\t29\nItem 1A.\tRisk Factors\t29\nItem 2.\tUnregistered Sales of Equity Securities and Use of Proceeds\t29\nItem 3.\tDefaults Upon Senior Securities\t29\nItem 4.\tMine Safety Disclosures\t29\nItem 5.\tOther Information\t29\nItem 6.\tExhibits\t29\n\tExhibit Index\t29\n\tSignatures\t32\n", "q10k_tbl_2": "\tOctober 31 2020\tJanuary 31 2020\nASSETS\t\t\nCurrent assets:\t\t\nCash and cash equivalents\t2664\t3090\nRestricted cash\t0\t144\nAccounts receivable net of allowance for doubtful accounts of $1044 and $2378 at October 31 2020 and January 31 2020 respectively\t5609\t6623\nInventories net\t11880\t12656\nPrepaid expenses and other current assets\t1278\t1987\nAssets held for sale\t5440\t14913\nTotal current assets\t26871\t39413\nProperty and equipment net\t4954\t5419\nOperating lease right-of-use assets\t1363\t2300\nIntangible assets net\t6831\t8136\nGoodwill\t0\t2531\nOther assets\t774\t429\nTotal assets\t40793\t58228\nLIABILITIES AND SHAREHOLDERS' EQUITY\t\t\nCurrent liabilities:\t\t\nAccounts payable\t1441\t1767\nDeferred revenue\t205\t731\nAccrued expenses and other current liabilities\t2468\t1565\nIncome taxes payable\t691\t316\nOperating lease liabilities - current\t280\t1339\nLiabilities held for sale\t1133\t2730\nTotal current liabilities\t6218\t8448\nOperating lease liabilities - non-current\t1083\t961\nNotes payable\t1607\t0\nOther non-current liabilities\t797\t967\nDeferred tax liability\t134\t200\nTotal liabilities\t9839\t10576\nShareholders' equity:\t\t\nPreferred stock $1.00 par value; 2000 shares authorized; 994 shares issued and outstanding at October 31 2020 and January 31 2020\t22104\t22104\nCommon stock $0.01 par value; 40000 shares authorized; 14773 and 14097 shares issued at October 31 2020 and January 31 2020 respectively\t148\t141\nAdditional paid-in capital\t125810\t123964\nTreasury stock at cost (1929 shares at October 31 2020 and January 31 2020)\t(16860)\t(16860)\nAccumulated deficit\t(95823)\t(77310)\nAccumulated other comprehensive loss\t(4425)\t(4387)\nTotal shareholders' equity\t30954\t47652\nTotal liabilities and shareholders' equity\t40793\t58228\n", "q10k_tbl_3": "\tFor the Three Months Ended October 31\t\tFor the Nine Months Ended October 31\t\n\t2020\t2019\t2020\t2019\nRevenues:\t\t\t\t\nSale of marine technology products\t6541\t8175\t14814\t21039\nTotal revenues\t6541\t8175\t14814\t21039\nCost of sales:\t\t\t\t\nSale of marine technology products\t4267\t4860\t10039\t12478\nTotal cost of sales\t4267\t4860\t10039\t12478\nGross profit\t2274\t3315\t4775\t8561\nOperating expenses:\t\t\t\t\nSelling general and administrative\t2973\t3401\t8915\t10538\nResearch and development\t912\t629\t2077\t1442\nImpairment of intangible assets\t0\t0\t2531\t0\nDepreciation and amortization\t662\t604\t2092\t1810\nTotal operating expenses\t4547\t4634\t15615\t13790\nOperating loss\t(2273)\t(1319)\t(10840)\t(5229)\nOther income (expense):\t\t\t\t\nOther net\t12\t(31)\t68\t145\nTotal other income (expense)\t12\t(31)\t68\t145\nLoss from continuing operations before income taxes\t(2261)\t(1350)\t(10772)\t(5084)\n(Provision) benefit for income taxes\t(109)\t31\t79\t75\nLoss from continuing operations\t(2370)\t(1319)\t(10693)\t(5009)\nLoss from discontinued operations net of income taxes\t(1220)\t(709)\t(6143)\t(2570)\nNet loss\t(3590)\t(2028)\t(16836)\t(7579)\nPreferred stock dividends\t(559)\t(522)\t(1677)\t(1492)\nNet loss attributable to common shareholders\t(4149)\t(2550)\t(18513)\t(9071)\nNet loss per common share - Basic\t\t\t\t\nContinuing operations\t(0.24)\t(0.15)\t(1.01)\t(0.54)\nDiscontinued operations\t(0.10)\t(0.06)\t(0.50)\t(0.21)\nNet loss\t(0.34)\t(0.21)\t(1.51)\t(0.75)\nNet loss per common share - Diluted\t\t\t\t\nContinuing operations\t(0.24)\t(0.15)\t(1.01)\t(0.54)\nDiscontinued operations\t(0.10)\t(0.06)\t(0.50)\t(0.21)\nNet loss\t(0.34)\t(0.21)\t(1.51)\t(0.75)\nShares used in computing net loss per common share:\t\t\t\t\nBasic\t12313\t12158\t12223\t12135\nDiluted\t12313\t12158\t12223\t12135\n", "q10k_tbl_4": "\tFor the Three Months Ended October 31\t\tFor the Nine Months Ended October 31\t\n\t2020\t2019\t2020\t2019\nNet loss attributable to common shareholders\t(4149)\t(2550)\t(18513)\t(9071)\nChange in cumulative translation adjustment for sale of foreign entity\t0\t0\t0\t(331)\nOther changes in cumulative translation adjustment\t11\t115\t(38)\t(45)\nComprehensive loss\t(4138)\t(2435)\t(18551)\t(9447)\n", "q10k_tbl_5": "\tFor the Nine Months Ended October 31\t\n\t2020\t2019\nCash flows from operating activities:\t\t\nNet loss\t(16836)\t(7579)\nAdjustments to reconcile net loss to net cash used in operating activities:\t\t\nDepreciation and amortization\t3920\t5806\nStock-based compensation\t562\t612\nImpairment of intangible assets\t2531\t0\nLoss on disposal of discontinued operations\t1859\t0\nProvision for doubtful accounts net of charge offs\t470\t23\nProvision for inventory obsolescence\t256\t0\nGross profit from sale of lease pool equipment\t(1326)\t(987)\nGross profit from sale of other equipment\t(303)\t0\nDeferred tax expense\t(32)\t135\nNon-current prepaid tax\t0\t(157)\nChanges in:\t\t\nAccounts receivable\t3640\t(1020)\nUnbilled revenue\t(6)\t(302)\nInventories\t762\t(2835)\nPrepaid expenses and other current and long-term assets\t1065\t240\nIncome taxes receivable and payable\t390\t0\nAccounts payable accrued expenses and other current liabilities\t(1827)\t(392)\nDeferred revenue\t72\t1979\nForeign exchange losses net of gains\t0\t230\nNet cash used in operating activities\t(4803)\t(4247)\nCash flows from investing activities:\t\t\nPurchases of seismic equipment held for lease\t(110)\t(1939)\nPurchases of property and equipment\t(64)\t(893)\nSale of used lease pool equipment\t2010\t1415\nSale of assets held for sale\t734\t0\nSale of business net of cash sold\t0\t239\nNet cash provided by (used in) investing activities\t2570\t(1178)\nCash flows from financing activities:\t\t\nProceeds from exercise of stock options\t0\t25\nNet proceeds from preferred stock offering\t0\t2211\nNet proceeds from common stock offering\t1291\t0\nPreferred stock dividends\t(1118)\t(1492)\nProceeds from PPP loans\t1607\t0\nNet cash provided by financing activities\t1780\t744\nEffect of changes in foreign exchange rates on cash cash equivalents and restricted cash\t(117)\t(69)\nNet decrease in cash cash equivalents and restricted cash\t(570)\t(4750)\nCash cash equivalents and restricted cash beginning of period\t3234\t9549\nCash cash equivalents and restricted cash end of period\t2664\t4799\nSupplemental cash flow information:\t\t\nInterest paid\t34\t40\nIncome taxes paid\t219\t325\nPurchases of seismic equipment held for lease in accounts payable at end of period\t0\t753\nPurchase of seismic equipment held for lease through settlement of accounts receivable\t0\t826\n", "q10k_tbl_6": "\tCommon Stock\t\tPreferred Stock\t\t\t\t\t\t\t\tAccumulated Other Comprehensive Loss\t\n\tShares\tAmount\tShares\tAmount\tAdditional Paid-In Capital\tTreasury Stock\t\tAccumulated Deficit\t\tTotal\nBalances January 31 2020\t14097\t141\t994\t22104\t123964\t\t(16860)\t\t(77310)\t\t(4387)\t47652\nNet loss\t0\t0\t0\t0\t0\t\t0\t\t(6642)\t\t0\t(6642)\nForeign currency translation\t0\t0\t0\t0\t0\t\t0\t\t0\t\t(131)\t(131)\nPreferred stock dividends\t0\t0\t0\t0\t0\t\t0\t\t(559)\t\t0\t(559)\nStock-based compensation\t0\t0\t0\t0\t230\t\t0\t\t0\t\t0\t230\nBalances April 30 2020\t14097\t141\t994\t22104\t124194\t\t(16860)\t\t(84511)\t\t(4518)\t40550\nNet loss\t0\t0\t0\t0\t0\t\t0\t\t(6604)\t\t0\t(6604)\nForeign currency translation\t0\t0\t0\t0\t0\t\t0\t\t0\t\t82\t82\nPreferred stock dividends\t0\t0\t0\t0\t0\t\t0\t\t(559)\t\t0\t(559)\nStock-based compensation\t0\t0\t0\t0\t219\t\t0\t\t0\t\t0\t219\nBalances July 31 2020\t14097\t141\t994\t22104\t124413\t\t(16860)\t\t(91674)\t\t(4436)\t33688\nNet loss\t0\t0\t0\t0\t0\t\t0\t\t(3590)\t\t0\t(3590)\nForeign currency translation\t0\t0\t0\t0\t0\t\t0\t\t0\t\t11\t11\nPreferred stock dividends\t0\t0\t0\t0\t0\t\t0\t\t(559)\t\t0\t(559)\nCommon stock offerings\t676\t7\t0\t0\t1284\t\t0\t\t0\t\t0\t1291\nStock-based compensation\t0\t0\t0\t0\t113\t\t0\t\t0\t\t0\t113\nBalances October 31 2020\t14773\t148\t994\t22104\t125810\t\t(16860)\t\t(95823)\t\t(4425)\t30954\n", "q10k_tbl_7": "\tCommon Stock\t\tPreferred Stock\t\t\t\t\tAccumulated Other Comprehensive Loss\t\t\n\tShares\tAmount\tShares\tAmount\tAdditional Paid-In Capital\tTreasury Stock\tAccumulated Deficit\t\tTotal\nBalances January 31 2019\t14049\t140\t830\t18330\t123085\t(16860)\t(63973)\t(4044)\t\t56678\nNet loss\t0\t0\t0\t0\t0\t0\t(2415)\t0\t\t(2415)\nForeign currency translation\t0\t0\t0\t0\t0\t0\t0\t(450)\t\t(450)\nPreferred stock offering\t0\t0\t17\t409\t0\t0\t0\t0\t\t409\nPreferred stock dividends\t0\t0\t0\t0\t0\t0\t(471)\t0\t\t(471)\nStock-based compensation\t0\t0\t0\t0\t172\t0\t0\t0\t\t172\nBalances April 30 2019\t14049\t140\t847\t18739\t123257\t(16860)\t(66859)\t(4494)\t\t53923\nNet loss\t0\t0\t0\t0\t0\t0\t(3137)\t0\t\t(3137)\nForeign currency translation\t0\t0\t0\t0\t0\t0\t0\t(41)\t\t(41)\nEquity Compensation\t9\t1\t0\t0\t25\t0\t0\t0\t\t26\nPreferred stock offering\t0\t0\t70\t1571\t0\t0\t0\t0\t\t1571\nPreferred stock dividends\t0\t0\t0\t0\t0\t0\t(499)\t0\t\t(499)\nStock-based compensation\t0\t0\t0\t0\t170\t0\t0\t0\t\t170\nBalances July 31 2019\t14058\t141\t917\t20310\t123452\t(16860)\t(70495)\t(4535)\t\t52013\nNet loss\t0\t0\t0\t0\t0\t0\t(2028)\t0\t\t(2028)\nForeign currency translation\t0\t0\t0\t0\t0\t0\t0\t115\t\t115\nRestricted stock issued\t39\t0\t0\t0\t0\t0\t0\t0\t\t0\nPreferred stock offering\t0\t0\t11\t230\t0\t0\t0\t0\t\t230\nPreferred stock dividends\t0\t0\t0\t0\t0\t0\t(522)\t0\t\t(522)\nStock-based compensation\t0\t0\t0\t0\t270\t0\t0\t0\t\t270\nBalances October 31 2019\t14097\t141\t928\t20540\t123722\t(16860)\t(73045)\t(4420)\t\t50078\n", "q10k_tbl_8": "\tOctober 31 2020\tJanuary 31 2020\nCurrent assets of discontinued operations:\t\t\nAccounts receivable net\t1963\t5699\nInventories net\t359\t605\nPrepaid expenses and other current assets\t141\t227\nSeismic equipment lease pool and property and equipment net\t2977\t8382\nTotal assets of discontinued operations\t5440\t14913\n", "q10k_tbl_9": "\tOctober 31 2020\tJanuary 31 2020\nCurrent liabilities of discontinued operations:\t\t\nAccounts payable\t71\t884\nDeferred revenue\t18\t34\nAccrued expenses and other current liabilities\t1044\t1886\nIncome taxes payable\t0\t(74)\nTotal liabilities of discontinued operations\t1133\t2730\n", "q10k_tbl_10": "\tFor the Three Months Ended October 31\t\tFor the Nine Months Ended October 31\t\n\t2020\t2019\t2020\t2019\nRevenues:\t\t\t\t\nRevenue from discontinued operations\t313\t2488\t5731\t8379\nCost of sales:\t\t\t\t\nCost of discontinued operations\t263\t1752\t4389\t6266\nOperating expenses:\t\t\t\t\nSelling general and administrative\t1146\t1305\t4322\t4195\nProvision for doubtful accounts\t0\t0\t470\t0\nDepreciation and amortization\t43\t41\t128\t136\nTotal operating expenses\t1189\t1346\t4920\t4331\nOperating loss\t(1139)\t(610)\t(3578)\t(2218)\nOther income (expenses)\t(75)\t(8)\t0\t(114)\nLoss on disposal (including $2745 of cumulative translation loss)\t0\t0\t(1859)\t0\nLoss before income taxes\t(1214)\t(618)\t(5437)\t(2332)\nProvision for income taxes\t(6)\t(91)\t(706)\t(238)\nNet loss\t(1220)\t(709)\t(6143)\t(2570)\n", "q10k_tbl_11": "\tFor the Nine Months Ended October 31\t\n\t\t2020\t\t\t\t2019\t\t\nDepreciation and amortization\t\t1771\t\t\t\t3651\t\t\nGross profit from sale of lease pool equipment\t\t(1326)\t\t\t\t(987)\t\t\nProvisions for doubtful accounts\t\t470\t\t\t\t0\t\t\nLoss on disposal of discontinued operations\t\t1859\t\t\t\t0\t\t\nSale of used lease pool equipment\t\t2010\t\t\t\t1415\t\t\nSale of assets held for sale\t\t734\t\t\t\t0\t\t\nPurchase of seismic equipment held for lease\t\t(110)\t\t\t\t(1938)\t\t\n", "q10k_tbl_12": "\tThree Months Ended October 31\t\tNine Months Ended October 31\t\n\t2020\t2019\t2020\t2019\nRevenue recognized at a point in time:\t(in thousands)\t\t\t\nSeamap\t5196\t5694\t11066\t14648\nKlein\t1150\t2380\t3152\t5778\nSAP\t0\t0\t0\t101\nTotal revenue recognized at a point in time\t6346\t8074\t14218\t20527\nRevenue recognized over time:\t\t\t\t\nSeamap\t195\t238\t596\t512\nTotal revenue recognized over time\t195\t238\t596\t512\nTotal revenue from contracts with customers\t6541\t8312\t14814\t21039\n", "q10k_tbl_13": "\tThree Months Ended October 31\t\tNine Months Ended October 31\t\n\t2020\t2019\t2020\t2019\n\t(in thousands)\t\t\t\nUnited States\t282\t1453\t2068\t3293\nEurope Russia & CIS\t2001\t3769\t4981\t8936\nMiddle East & Africa\t757\t810\t1054\t1359\nAsia-Pacific\t3342\t1308\t5841\t4417\nCanada & Latin America\t159\t972\t870\t3034\nTotal revenue from contracts with customers\t6541\t8312\t14814\t21039\n", "q10k_tbl_14": "\tOctober 31 2020\tJanuary 31 2020\nContract Assets:\t(in thousands)\t\nUnbilled revenue - current\t7\t13\nTotal unbilled revenue\t7\t13\nContract Liabilities:\t\t\nDeferred revenue & customer deposits - current\t304\t220\nDeferred revenue & customer deposits - non-current\t0\t12\nTotal deferred revenue & customer deposits\t304\t232\n", "q10k_tbl_15": "\tAs of October 31 2020\t\t\tAs of January 31 2020\t\t\n\tCurrent\tLong-term\tTotal\tCurrent\tLong-term\tTotal\nAccounts receivable\t6653\t0\t6653\t9001\t0\t9001\nLess allowance for doubtful accounts\t(1044)\t0\t(1044)\t(2378)\t0\t(2378)\nAccounts receivable net of allowance for doubtful accounts\t5609\t0\t5609\t6623\t0\t6623\n", "q10k_tbl_16": "\tOctober 31 2020\tJanuary 31 2020\n\t(in thousands)\t\nInventories:\t\t\nRaw materials\t7019\t7388\nFinished goods\t3436\t3758\nWork in progress\t2698\t2720\n\t13153\t13866\nLess allowance for obsolescence\t(1273)\t(1210)\nTotal inventories net\t11880\t12656\n", "q10k_tbl_17": "\tOctober 31 2020\tJanuary 31 2020\n\t(in thousands)\t\nProperty and equipment:\t\t\nMarine seismic service equipment\t6970\t8341\nLand and buildings\t4358\t4274\nFurniture and fixtures\t9661\t9364\nAutos and trucks\t490\t491\n\t21479\t22470\nAccumulated depreciation and amortization\t(16525)\t(17051)\nTotal property and equipment net\t4954\t5419\n", "q10k_tbl_18": "Lease\tOctober 31 2020\tJanuary 31 2020\nAssets\t\t\nOperating lease assets\t1363\t2300\nLiabilities\t\t\nOperating lease liabilities\t1363\t2300\nClassification of lease liabilities\t\t\nCurrent liabilities\t280\t1339\nNon-current liabilities\t1083\t961\nTotal Operating lease liabilities\t1363\t2300\n", "q10k_tbl_19": "Lease term and discount rate\tOctober 31 2020\tJanuary 31 2020\nWeighted average remaining lease term (years)\t\t\nOperating leases\t1.27\t1.76\nWeighted average discount rate:\t\t\nOperating leases\t9.27%\t9.27%\n", "q10k_tbl_20": "Lease\tNine Months Ended October 31 2020\tNine Months Ended October 31 2019\nCash paid for amounts included in the measurement of lease liabilities:\t\t\nOperating cash flows from operating leases\t(828)\t(881)\nRight-of-use assets obtained in exchange for lease liabilities:\t\t\nOperating leases\t828\t592\n", "q10k_tbl_21": "\tOctober 31 2020\n2021\t280\n2022\t831\n2023\t220\n2024\t97\n2025\t51\nThereafter\t20\nTotal payments under lease agreements\t1499\nLess: imputed interest\t(136)\nTotal lease liabilities\t1363\n", "q10k_tbl_22": "\tWeighted Average Life at 10/31/2020\t\tOctober 31 2020\t\t\t\t\t\t\t\tJanuary 31 2020\t\t\t\t\t\nGross Carrying Amount\t\tAccumulated Amortization\t\tImpairment\t\tNet Carrying Amount\t\tGross Carrying Amount\t\tAccumulated Amortization\t\tImpairment\t\tNet Carrying Amount\nGoodwill\t\t\t7060\t\t0\t\t(7060)\t\t0\t\t7060\t\t0\t\t(4529)\t2531\nProprietary rights\t7.8\t\t7430\t\t(3547)\t\t0\t\t3883\t\t9247\t\t(4950)\t\t0\t4297\nCustomer relationships\t1.1\t\t5024\t\t(4344)\t\t0\t\t680\t\t5024\t\t(3831)\t\t0\t1193\nPatents\t3.8\t\t2440\t\t(1463)\t\t0\t\t977\t\t2440\t\t(1277)\t\t0\t1163\nTrade name\t5.6\t\t894\t\t(72)\t\t(760)\t\t62\t\t894\t\t(63)\t\t(760)\t71\nDeveloped technology\t5.2\t\t1430\t\t(691)\t\t0\t\t739\t\t1430\t\t(584)\t\t0\t846\nOther\t3.6\t\t666\t\t(176)\t\t0\t\t490\t\t653\t\t(87)\t\t0\t566\nAmortizable intangible assets\t\t\t17884\t\t(10293)\t\t(760)\t\t6831\t\t19688\t\t(10792)\t\t(760)\t8136\n", "q10k_tbl_23": "For fiscal years ending January 31\t\n2021\t423\n2022\t1232\n2023\t1087\n2024\t1003\n2025\t730\nThereafter\t2356\nTotal\t6831\n", "q10k_tbl_24": "\tThree Months Ended October 31\t\tNine Months Ended October 31\t\n\t2020\t2019\t2020\t2019\n\t(in thousands)\t\t(in thousands)\t\nBasic weighted average common shares outstanding\t12313\t12158\t12223\t12135\nStock options\t70\t44\t24\t80\nUnvested restricted stock\t17\t2\t10\t2\nTotal weighted average common share equivalents\t87\t46\t34\t82\nDiluted weighted average common shares outstanding\t12400\t12204\t12257\t12217\n", "q10k_tbl_25": "\tFor the Three Months Ended October 31\t\tFor the Nine Months Ended October 31\t\n\t2020\t2019\t2020\t2019\nReconciliation of Net loss from Continuing Operations to EBITDA and Adjusted EBITDA\t\t\t\t\nNet loss from Continuing Operations\t(2370)\t(1319)\t(10693)\t(5009)\nDepreciation and amortization\t662\t639\t2092\t1914\nProvision (benefit) for income taxes\t109\t(31)\t(79)\t(75)\nEBITDA from continuing operations (1)\t(1599)\t(711)\t(8680)\t(3170)\nNon-cash foreign exchange losses\t35\t18\t79\t86\nStock-based compensation\t113\t270\t562\t612\nImpairment of intangible assets\t0\t0\t2531\t0\nAdjusted EBITDA from continuing operations (1)\t(1451)\t(423)\t(5508)\t(2472)\nReconciliation of Net Cash Used in Operating Activities to EBITDA\t\t\t\t\nNet cash used in operating activities\t(2237)\t(745)\t(4803)\t(4247)\nStock-based compensation\t(113)\t(270)\t(562)\t(612)\nProvision for inventory obsolescence\t(22)\t(23)\t(67)\t(23)\nChanges in accounts receivable (current and long-term)\t1003\t2396\t(2178)\t916\nInterest paid\t11\t13\t34\t40\nTaxes paid net of refunds\t(27)\t143\t219\t325\nGross profit from sale of other equipment\t303\t0\t303\t0\nChanges in inventory\t(1462)\t494\t(762)\t3162\nChanges in accounts payable accrued expenses and other current liabilities and deferred revenue\t685\t(1051)\t1441\t(1935)\nImpairment of intangible assets\t0\t0\t(2531)\t0\nChanges in prepaid expenses and other current and long-term assets\t(162)\t(240)\t(631)\t(145)\nForeign exchange (gains) losses net\t0\t(241)\t0\t(230)\nReserve against non-current prepaid income taxes\t0\t137\t0\t0\nOther\t422\t(1324)\t857\t(421)\nEBITDA from continuing operations (1)\t(1599)\t(711)\t(8680)\t(3170)\n", "q10k_tbl_26": "\tThree Months Ended October 31\t\tNine Months Ended October 31\t\n\t2020\t2019\t2020\t2019\n\t(in thousands)\t\t(in thousands)\t\nRevenues:\t\t\t\t\nSeamap\t5400\t5801\t11693\t15198\nKlein\t1150\t2381\t3394\t5783\nSAP\t0\t0\t0\t101\nIntra-segment sales\t0\t(39)\t(242)\t(43)\n\t6550\t8143\t14845\t21039\nCost of sales:\t\t\t\t\nSeamap\t3179\t3291\t7354\t8148\nKlein\t1097\t1576\t2958\t4278\nSAP\t0\t0\t0\t95\nIntra-segment sales\t0\t(39)\t(242)\t(43)\n\t4276\t4828\t10070\t12478\nGross profit\t2274\t3315\t4775\t8561\nGross profit margin\t35%\t41%\t32%\t41%\n", "q10k_tbl_27": "\tFor the Three Months Ended October 31\t\tFor the Nine Months Ended October 31\t\n\t2020\t2019\t2020\t2019\nRevenues:\t\t\t\t\nEquipment leasing\t313\t2202\t3510\t6757\nLease pool equipment sales\t0\t220\t2010\t1095\nOther equipment sales\t0\t66\t211\t527\n\t313\t2488\t5731\t8379\nCost of sales:\t\t\t\t\nDirect costs-equipment leasing\t263\t568\t1870\t2221\nLease pool depreciation\t0\t1091\t1698\t3503\nCost of lease pool equipment sales\t0\t16\t684\t109\nCost of other equipment sales\t0\t77\t137\t433\n\t263\t1752\t4389\t6266\nGross profit (loss)\t50\t736\t1342\t2113\nOperating expenses:\t\t\t\t\nSelling general and administrative\t1146\t1305\t4322\t4195\nProvision for doubtful accounts\t0\t0\t470\t0\nDepreciation and amortization\t43\t41\t128\t136\nTotal operating expenses\t1189\t1346\t4920\t4331\nOperating loss\t(1139)\t(610)\t(3578)\t(2218)\nOther income (expenses)\t(75)\t(8)\t0\t(114)\nLoss on disposal (including $2745 of cumulative translation loss)\t0\t0\t(1859)\t0\nLoss before income taxes\t(1214)\t(618)\t(5437)\t(2332)\nProvision for income taxes\t(6)\t(91)\t(706)\t(238)\nNet loss\t(1220)\t(709)\t(6143)\t(2570)\n", "q10k_tbl_28": "\tFor the Nine Months Ended October 31\t\n\t2020\t2019\n\t(in thousands)\t\nNet cash used in operating activities\t(4803)\t(4247)\nNet cash provided by (used in) investing activities\t2570\t(1178)\nNet cash provided by financing activities\t1780\t744\nEffect of changes in foreign exchange rates on cash and cash equivalents\t(117)\t(69)\nNet decrease in cash and cash equivalents\t(570)\t(4750)\n", "q10k_tbl_29": "Exhibit Number\tDocument Description\tReport or Registration Statement\tSEC File or Registration Number\tExhibit Reference\n1.1\tEquity Distribution Agreement dated as of September 25 2020 by and between MIND Technology Inc. and Ladenburg Thalmann & Co. Inc.\tIncorporated by reference to MIND Technology Inc.'s Form 8-K filed with the SEC on September 25 2020.\t001-13490\t1.1\n", "q10k_tbl_30": "2.1\tAgreement and Plan of Merger dated as of August 3 2020 by and between Mitcham Industries Inc. and MIND Technology Inc.\tIncorporated by reference to MIND Technology Inc.'s Current Report on Form 8-K filed with the SEC on August 7 2020.\t001-13490\t2.1\n3.1\tAmended and Restated Certificate of Incorporation of MIND Technology Inc.\tIncorporated by reference to MIND Technology Inc.'s Current Report on Form 8-K filed with the SEC on August 7 2020.\t001-13490\t3.3\n3.2\tAmended and Restated Bylaws of MIND Technology Inc.\tIncorporated by reference to MIND Technology Inc.'s Current Report on Form 8-K filed with the SEC on August 7 2020.\t001-13490\t3.4\n3.3\tCertificate of Designations Preferences and Rights of MIND Technology Inc. 9.00% Series A Cumulative Preferred Stock\tIncorporated by reference to MIND Technology Inc.'s Current Report on Form 8-K filed with the SEC on August 7 2020.\t001-13490\t3.5\n3.4\tCertificate of Amendment of Certificate of Designations Preferences and Rights of MIND Technology Inc. 9.00% Series A Cumulative Preferred Stock\tIncorporated by reference to MIND Technology Inc.'s Form 8-K filed with the SEC on September 25 2020.\t001-13490\t3.1\n3.5\tTexas Certificate of Merger effective as of August 3 2020\tIncorporated by reference to MIND Technology Inc.'s Current Report on Form 8-K filed with the SEC on August 7 2020.\t001-13490\t3.1\n3.6\tDelaware Certificate of Merger effective as of August 3 2020\tIncorporated by reference to MIND Technology Inc.'s Current Report on Form 8-K filed with the SEC on August 7 2020.\t001-13490\t3.2\n4.1\tForm of Senior Indenture (including Form of Senior Note)\tIncorporated by reference to Mitcham Industries Inc.'s Registration Statement on Form S-3 filed with the SEC on March 18 2011.\t333-172935\t4.1\n4.2\tForm of Subordinated Indenture (including form of Subordinated Note)\tIncorporated by reference to Mitcham Industries Inc.'s Registration Statement on Form S-3 filed with the SEC on March 18 2011.\t333-172935\t4.2\n10.1*\tAmendment No. 1 to Guy M. Malden's Employment Agreement (dated June 19 2020)\tIncorporated by reference to Mitcham Industries Inc.'s Form 8-K filed with the SEC on June 25 2020.\t001-13490\t10.1\n31.1†\tCertification of Guy Malden Co-Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act as amended\t\t\t\n31.2†\tCertification of Robert P. Capps Co-Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act as amended\t\t\t\n32.1†\tCertification of Guy Malden Co-Chief Executive Officer and Robert P. Capps Co-Chief Executive Officer and Chief Financial Officer under Section 906 of the Sarbanes Oxley Act of 2002 18 U.S.C. § 1350\t\t\t\n101.INS†\tXBRL Instance Document\t\t\t\n101.SCH†\tXBRL Taxonomy Extension Schema Document\t\t\t\n101.CAL†\tXBRL Taxonomy Extension Calculation of Linkbase Document\t\t\t\n", "q10k_tbl_31": "101.DEF†\tXBRL Taxonomy Extension Definition Linkbase Document\n101.LAB†\tXBRL Taxonomy Extension Label Linkbase Document\n101.PRE†\tXBRL Taxonomy Extension Presentation Linkbase Document\n"}{"bs": "q10k_tbl_2", "is": "q10k_tbl_3", "cf": "q10k_tbl_5"}None
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2020
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-13490
MIND TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware
76-0210849
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
2002 Timberloch Place
Suite 400
The Woodlands, Texas77380
(Address of principal executive offices, including Zip Code)
(281) 353-4475
(Registrant’s telephone number, including area code)
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
Series A Preferred Stock - $1.00 par value per share
MINDP
The NASDAQ Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☒
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 12,875,221 shares of common stock, $0.01 par value, were outstanding as of December 3, 2020.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Organization
MIND Technology, Inc., a Delaware corporation (the “Company”), formerly Mitcham Industries, Inc., a Texas corporation, was incorporated in 1987. Effective August 3, 2020 the Company effectuated a reincorporation to the state of Delaware. Concurrent with the reincorporation the name of the Company was changed to MIND Technology, Inc. and the number of shares of common stock and preferred stock authorized for issuance was increased. See Note 16 - Corporate Restructuring, to the condensed consolidated financial statements.
The Company, through its wholly owned subsidiary, Seamap Pte, Ltd. (“Seamap”), and its wholly owned subsidiary, Klein Marine Systems, Inc. (“Klein”), 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 New Hampshire, Singapore, Malaysia, the United Kingdom and Texas. Prior to July 31, 2020, the Company, together with its wholly owned Canadian subsidiary, Mitcham Canada, ULC (“MCL”); its wholly owned Hungarian subsidiary, Mitcham Europe Ltd. (“MEL”); and its branch operations in Colombia, provided full-service equipment leasing, sales and service to the seismic industry worldwide. In February 2019 the Company sold its wholly owned Australian subsidiary Seismic Asia Pacific Pty Ltd (“SAP”). See Note 14 - Sale of Subsidiaries to the condensed consolidated financial statements for more information. All intercompany transactions and balances have been eliminated in consolidation.
During the second quarter of the fiscal year ending January 31, 2021 (“fiscal 2021”), management and the board of directors (the “Board”) of the Company determined to exit the land seismic leasing business (the “Leasing Business”), which comprises essentially all operations of the Equipment Leasing segment. Accordingly, the results of operations for this segment are excluded from the Company’s continuing operations for fiscal 2021 and all comparative periods and presented as discontinued operations in the Company’s condensed consolidated financial statements. See Note 3 - Assets Held for Sale and Discontinued Operations to the condensed consolidated financial statements for further details.
These condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. The Company has a history of losses, has had negative cash from operating activities in the last two fiscal years and may not have access to sources of capital that were available in prior periods. In addition, the COVID-19 pandemic and the decline in oil prices during the first nine months of fiscal 2021 have created substantial doubt and could have a material adverse effect on the Company’s business, financial position, results of operations and liquidity. Accordingly, substantial doubt has arisen regarding the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result should the Company not be able to continue as a going concern.
2. Basis of Presentation
The condensed consolidated balance sheet as of January 31, 2020 for the Company has been derived from audited consolidated financial statements. The unaudited interim condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. 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, 2020. 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, 2020, the results of operations for the three and nine months ended October 31, 2020 and 2019, the cash flows for the nine months ended October 31, 2020 and 2019, and the statement of shareholders’ equity for the three and nine months ended October 31, 2020 and 2019, 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, 2021.
3. Assets Held for Sale and Discontinued Operations
On July 27, 2020, the Board determined to exit the Leasing Business, which comprises essentially all operations of the Equipment Leasing segment. As a result, the assets, excluding cash, and liabilities of the Equipment Leasing segment are considered held for sale and the segment’s operations are reported as discontinued operations as of October 31, 2020 and for all comparative periods presented in these condensed consolidated financial statements. The Company anticipates selling the discontinued operations within twelve months from July 27, 2020 in a single transaction, or multiple transactions, which may involve the sale of legal entities or assets.