UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM			10-Q

(Mark One)

~~FORM 10-Q~~

~~(Mark One)~~



☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, ~~2019~~2020



☐			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

~~MITCHAM INDUSTRIES,~~MIND TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)



~~Texas~~

	~~76-0210849~~
Delaware		76-0210849
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2002 Timberloch Place

Suite 400

The Woodlands, Texas 77380

(Address of principal executive offices, including Zip Code)

~~(936) 291-2277~~(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)~~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

☐

~~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: ~~12,128,399~~12,182,233 shares of common stock, $0.01 par value, were outstanding as of September ~~3, 2019.~~

14, 2020.

~~MITCHAM INDUSTRIES,~~

Table of Contents

MIND TECHNOLOGY, INC.

Table of Contents

PART I. FINANCIAL INFORMATION

~~PART I. FINANCIAL INFORMATION~~

Item 1.

Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets as of July ~~31, 2019~~ 3 1 , 2020 and January 31, ~~2019~~2020

Condensed Consolidated Statements of Operations for the Three and Six Months Ended July ~~31, 2019~~ 3 1 , 2020 and ~~2018~~2019

Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended July ~~31, 2019~~ 3 1 , 2020 and ~~2018~~2019

Condensed Consolidated Statements of Cash Flows for the Six Months Ended July ~~31, 2019~~ 3 1 , 2020 and ~~2018~~2019

Condensed Consolidated Statements of Shareholders' Equity for the Three and Six Months Ended July 31 ~~2019~~, 2020 and ~~2018~~2019

Notes to Condensed Consolidated Financial Statements

Cautionary Statement about Forward-Looking Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

2324

Item 4.

Controls and Procedures

2324

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1.1A.

~~Legal Proceedings~~Risk Factors

2425

Item ~~1A.~~2.

~~Risk Factors~~

~~Item 2.~~

Unregistered Sales of Equity Securities and Use of Proceeds

2425

Item 3.

Defaults Upon Senior Securities

2425

Item 4.

Mine Safety Disclosures

Item 5.

Item 6.

PART I. FINANCIAL INFORMATION

Item 1.Financial Statements

~~MITCHAM INDUSTRIES,~~MIND TECHNOLOGY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(unaudited)


	July 31, 2019			January 31, 2019				July 31, 2020		January 31, 2020
ASSETS	ASSETS						ASSETS
Current assets:							Current assets:
Cash and cash equivalents	$	7,489		$	9,389		Cash and cash equivalents	$	2,638	$	3,090
Restricted cash	150			160			Restricted cash	0		144
Accounts receivable, net of allowance for doubtful accounts of $2,073 and $2,113 at July 31, 2019 and January 31, 2019, respectively	10,649			12,082
Accounts receivable, net of allowance for doubtful accounts of $1,044 and $2,378 at July 31, 2020 and January 31, 2020, respectively							Accounts receivable, net of allowance for doubtful accounts of $1,044 and $2,378 at July 31, 2020 and January 31, 2020, respectively	4,439		6,623

Inventories, net	13,115			10,774			Inventories, net	13,309		12,656

Prepaid expenses and other current assets	3,323			1,735			Prepaid expenses and other current assets	1,646		1,987
Assets held for sale	—			2,202			Assets held for sale	6,650		14,913
Total current assets	34,726			36,342			Total current assets	28,682		39,413
Seismic equipment lease pool and property and equipment, net	11,841			14,155
Property and equipment, net							Property and equipment, net	5,157		5,419
Operating lease right-of-use assets	2,738			—			Operating lease right-of-use assets	1,636		2,300
Intangible assets, net	9,909			10,495			Intangible assets, net	7,241		8,136
Goodwill	2,531			2,531			Goodwill	0		2,531
Deferred tax asset	68			68
Long-term receivables, net of allowance for doubtful accounts of $- at July 31, 2019 and January 31, 2019	90			712

Other assets	1,144			712			Other assets	776		429
Long-term assets held for sale	—			286

Total assets	$	63,047		$	65,301		Total assets	$	43,492	$	58,228
LIABILITIES AND SHAREHOLDERS’ EQUITY	LIABILITIES AND SHAREHOLDERS’ EQUITY						LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:							Current liabilities:
Accounts payable	$	1,977		$	1,534		Accounts payable	$	988	$	1,767

Deferred revenue	405			1,040			Deferred revenue	370		731
Accrued expenses and other current liabilities	4,650			3,738			Accrued expenses and other current liabilities	2,226		1,565
Income taxes payable	177			224			Income taxes payable	618		316
Operating lease liabilities - current	720			—			Operating lease liabilities - current	613		1,339
Liabilities held for sale	—			892			Liabilities held for sale	1,305		2,730
Total current liabilities	7,929			7,428			Total current liabilities	6,120		8,448
Operating lease liabilities - non-current	2,018			—			Operating lease liabilities - non-current	1,023		961
Notes payable							Notes payable	1,607		0
Other non-current liabilities	1,086			1,195			Other non-current liabilities	854		967
Deferred tax liability							Deferred tax liability	200		200
Total liabilities	11,033			8,623			Total liabilities	9,804		10,576
Shareholders’ equity:							Shareholders’ equity:
Preferred stock, $1.00 par value; 1,000 shares authorized; 917 and 830 shares issued and outstanding at July 31, 2019 and January 31, 2019, respectively	20,310			18,330
Common stock, $0.01 par value; 20,000 shares authorized; 14,058 and 14,049 shares issued at July 31, 2019 and January 31, 2019, respectively	141			140
Preferred stock, $1.00 par value; 2,000 shares authorized; 994 and 994 shares issued and outstanding at July 31, 2020 and January 31, 2020, respectively							Preferred stock, $1.00 par value; 2,000 shares authorized; 994 and 994 shares issued and outstanding at July 31, 2020 and January 31, 2020, respectively	22,104		22,104
Common stock, $0.01 par value; 40,000 shares authorized; 14,097 and 14,097 shares issued at July 31, 2020 and January 31, 2020, respectively							Common stock, $0.01 par value; 40,000 shares authorized; 14,097 and 14,097 shares issued at July 31, 2020 and January 31, 2020, respectively	141		141
Additional paid-in capital	123,452			123,085			Additional paid-in capital	124,413		123,964
Treasury stock, at cost (1,929 shares at July 31, 2019 and January 31, 2019)	(16,860		)	(16,860		)
Treasury stock, at cost (1,929 shares at July 31, 2020 and January 31, 2020)							Treasury stock, at cost (1,929 shares at July 31, 2020 and January 31, 2020)	(16,860)		(16,860)
Accumulated deficit	(70,494		)	(63,973		)	Accumulated deficit	(91,674)		(77,310)
Accumulated other comprehensive loss	(4,535		)	(4,044		)	Accumulated other comprehensive loss	(4,436)		(4,387)
Total shareholders’ equity	52,014			56,678			Total shareholders’ equity	33,688		47,652
Total liabilities and shareholders’ equity	$	63,047		$	65,301		Total liabilities and shareholders’ equity	$	43,492	$	58,228

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

~~MITCHAM INDUSTRIES,~~

Table of Contents

MIND TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)


		For the Three Months Ended July 31,						For the Six Months Ended July 31,							For the Three Months Ended July 31,						For the Six Months Ended July 31,
		2019			2018			2019			2018				2020		2019		2020		2019
Revenues:														Revenues:
Sale of marine technology products		$	6,723		$	5,877		$	12,700		$	9,443		Sale of marine technology products	$	5,086	$	6,820	$	8,273	$	12,864
Equipment leasing		1,374			1,630			4,697			4,327
Sale of lease pool equipment and other equipment		801			843			1,358			2,193

Total revenues		8,898			8,350			18,755			15,963			Total revenues	5,086		6,820		8,273		12,864
Cost of sales:														Cost of sales:
Sale of marine technology products		3,887			3,216			7,342			5,302			Sale of marine technology products	3,069		4,013		5,772		7,618
Equipment leasing (including lease pool depreciation of $1,143 and $2,445 for the three months ended July 31, 2019 and 2018, respectively, and $2,589 and $5,099 for the six months ended July 31, 2019 and 2018 respectively)		1,880			3,242			4,291			6,824
Equipment sales		249			32			499			732

Total cost of sales		6,016			6,490			12,132			12,858			Total cost of sales	3,069		4,013		5,772		7,618
Gross profit		2,882			1,860			6,623			3,105			Gross profit	2,017		2,807		2,501		5,246
Operating expenses:														Operating expenses:
Selling, general and administrative		4,795			5,504			10,027			11,134			Selling, general and administrative	2,988		3,380		5,942		7,137
Research and development		498			312			813			682			Research and development	755		498		1,165		813
Provision for doubtful accounts		—			—			—			200

Impairment of intangible assets														Impairment of intangible assets	0		0		2,531		0
Depreciation and amortization		651			620			1,301			1,237			Depreciation and amortization	700		605		1,430		1,206
Total operating expenses		5,944			6,436			12,141			13,253			Total operating expenses	4,443		4,483		11,068		9,156
Operating loss		(3,062		)	(4,576		)	(5,518		)	(10,148		)	Operating loss	(2,426)		(1,676)		(8,567)		(3,910)
Other income (expense):														Other income (expense):
Interest (expense) income, net		(11		)	17			(22		)	35

Other, net		(15		)	55			92			141			Other, net	0		136		56		176
Total other (expense) income		(26		)	72			70			176
Loss before income taxes		(3,088		)	(4,504		)	(5,448		)	(9,972		)
Provision for income taxes		(48		)	(85		)	(103		)	(522		)
Total other income														Total other income	0		136		56		176
Loss from continuing operations before income taxes														Loss from continuing operations before income taxes	(2,426)		(1,540)		(8,511)		(3,734)
Benefit for income taxes														Benefit for income taxes	530		46		188		44
Loss from continuing operations														Loss from continuing operations	(1,896)		(1,494)		(8,323)		(3,690)
Loss from discontinued operations, net of income taxes														Loss from discontinued operations, net of income taxes	(4,708)		(1,643)		(4,923)		(1,861)
Net loss		$	(3,136	)	$	(4,589	)	$	(5,551	)	$	(10,494	)	Net loss	$	(6,604)	$	(3,137)	$	(13,246)	$	(5,551)
Preferred stock dividends		(499		)	(411		)	(970		)	(796		)	Preferred stock dividends	(559)		(499)		(1,118)		(970)
Net loss attributable to common shareholders		$	(3,635	)	$	(5,000	)	$	(6,521	)	$	(11,290	)	Net loss attributable to common shareholders	$	(7,163)	$	(3,636)	$	(14,364)	$	(6,521)
Net loss per common share:
Basic		$	(0.30	)	$	(0.41	)	$	(0.54	)	$	(0.93	)
Diluted		$	(0.30	)	$	(0.41	)	$	(0.54	)	$	(0.93	)
Net loss per common share - Basic														Net loss per common share - Basic
Continuing operations														Continuing operations	$	(0.20)	$	(0.16)	$	(0.78)	$	(0.39)
Discontinued operations														Discontinued operations	$	(0.39)	$	(0.14)	$	(0.40)	$	(0.15)
Net loss														Net loss	$	(0.59)	$	(0.30)	$	(1.18)	$	(0.54)
Net loss per common share - Diluted														Net loss per common share - Diluted
Continuing operations														Continuing operations	$	(0.20)	$	(0.16)	$	(0.78)	$	(0.39)
Discontinued operations														Discontinued operations	$	(0.39)	$	(0.14)	$	(0.40)	$	(0.15)
Net loss														Net loss	$	(0.59)	$	(0.30)	$	(1.18)	$	(0.54)
Shares used in computing net loss per common share:	Shares used in computing net loss per common share:													Shares used in computing net loss per common share:
Basic		12,128			12,093			12,124			12,090			Basic	12,182		12,128		12,177		12,124
Diluted		12,128			12,093			12,124			12,090			Diluted	12,182		12,128		12,177		12,124

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

~~MITCHAM INDUSTRIES,~~

Table of Contents

MIND TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(unaudited)


	For the Three Months Ended July 31,						For the Six Months Ended July 31,							For the Three Months Ended July 31,						For the Six Months Ended July 31,
	2019			2018			2019			2018				2020		2019		2020		2019
Net loss attributable to common shareholders	$	(3,635	)	$	(5,000	)	$	(6,521	)	$	(11,290	)	Net loss attributable to common shareholders	$	(7,163)	$	(3,636)	$	(14,364)	$	(6,521)
Change in cumulative translation adjustment for sale of foreign entity	—			—			(331		)	—			Change in cumulative translation adjustment for sale of foreign entity	0		0		0		(331)
Other changes in cumulative translation adjustment	(41		)	(142		)	(160		)	(379		)	Other changes in cumulative translation adjustment	82		(41)		(49)		(160)
Comprehensive loss attributable to common shareholders	$	(3,676	)	$	(5,142	)	$	(7,012	)	$	(11,669	)
Comprehensive loss													Comprehensive loss	$	(7,081)	$	(3,677)	$	(14,413)	$	(7,012)

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

~~MITCHAM INDUSTRIES,~~

Table of Contents

MIND TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	For the Six Months Ended July 31,							For the Six Months Ended July 31,
	2019			2018				2020		2019
Cash flows from operating activities:							Cash flows from operating activities:
Net loss	$	(5,551	)	$	(10,494	)	Net loss	$	(13,246)	$	(5,551)
Adjustments to reconcile net loss to net cash used in operating activities:							Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	3,960			6,399			Depreciation and amortization	3,210		3,960
Stock-based compensation	341			368			Stock-based compensation	449		341
Impairment of intangible assets							Impairment of intangible assets	2,531		0
Loss on disposal of discontinued operations							Loss on disposal of discontinued operations	1,859		0
Provision for doubtful accounts, net of charge offs	—			200			Provision for doubtful accounts, net of charge offs	470		0
Provision for inventory obsolescence	—			115			Provision for inventory obsolescence	234		0
Gross profit from sale of lease pool equipment	(780		)	(1,246		)	Gross profit from sale of lease pool equipment	(1,326)		(780)

Deferred tax expense	135			(306		)	Deferred tax expense	263		135

Changes in:							Changes in:
Accounts receivable	100			2,227			Accounts receivable	4,404		100
Unbilled revenue	3			(341		)	Unbilled revenue	(9)		3
Inventories	(2,372		)	(1,406		)	Inventories	(675)		(2,372)
Prepaid expenses and other current assets	(11		)	(1,435		)
Prepaid expenses and other current and long-term assets							Prepaid expenses and other current and long-term assets	766		(11)

Income taxes receivable and payable	(47		)	665			Income taxes receivable and payable	0		(47)
Accounts payable, accrued expenses and other current liabilities	632			(1,551		)	Accounts payable, accrued expenses and other current liabilities	(1,583)		632

Deferred revenue	(50		)	942			Deferred revenue	87		(50)
Foreign exchange losses net of gains	137			64			Foreign exchange losses net of gains	0		137
Net cash used in operating activities	(3,503		)	(5,799		)	Net cash used in operating activities	(2,566)		(3,503)
Cash flows from investing activities:							Cash flows from investing activities:
Purchases of seismic equipment held for lease	(230		)	(1,386		)	Purchases of seismic equipment held for lease	(110)		(230)
Acquisition of assets	—			(3,000		)

Purchases of property and equipment	(573		)	(487		)	Purchases of property and equipment	(302)		(573)
Sale of used lease pool equipment	1,186			2,792			Sale of used lease pool equipment	2,010		1,186
Sale of business, net of cash sold	239			—			Sale of business, net of cash sold	0		239
Net cash provided by (used in) investing activities	622			(2,081		)
Net cash provided by investing activities							Net cash provided by investing activities	1,598		622
Cash flows from financing activities:							Cash flows from financing activities:

Proceeds from exercise of stock options	26			—			Proceeds from exercise of stock options	0		26
Net proceeds from preferred stock offering	1,980			5,450			Net proceeds from preferred stock offering	0		1,980
Preferred stock dividends	(970		)	(796		)	Preferred stock dividends	(1,118)		(970)
Proceed from PPP loans							Proceed from PPP loans	1,607		0
Net cash provided by financing activities	1,036			4,654			Net cash provided by financing activities	489		1,036
Effect of changes in foreign exchange rates on cash, cash equivalents and restricted cash	(65		)	189			Effect of changes in foreign exchange rates on cash, cash equivalents and restricted cash	(117)		(65)
Net decrease in cash, cash equivalents and restricted cash	(1,910		)	(3,037		)	Net decrease in cash, cash equivalents and restricted cash	(596)		(1,910)
Cash, cash equivalents and restricted cash, beginning of period	9,549			10,146			Cash, cash equivalents and restricted cash, beginning of period	3,234		9,549
Cash, cash equivalents and restricted cash, end of period	$	7,639		$	7,109		Cash, cash equivalents and restricted cash, end of period	$	2,638	$	7,639
Supplemental cash flow information:							Supplemental cash flow information:
Interest paid	$	27		$	2		Interest paid	$	23	$	27
Income taxes paid	$	182		$	268		Income taxes paid	$	246	$	182
Purchases of seismic equipment held for lease in accounts payable at end of period	$	—		$	264		Purchases of seismic equipment held for lease in accounts payable at end of period	$	0	$	0

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

~~MITCHAM INDUSTRIES,~~

Table of Contents

MIND TECHNOLOGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Inin thousands)

(unaudited)


	Common Stock				Preferred Stock													Accumulated Other Comprehensive Loss
	Shares	Amount		Shares	Amount		Additional Paid-In Capital		Treasury Stock		Accumulated Deficit						Total
Balances, January 31, 2020	14,097	$	141	994	$	22,104	$	123,964	$	(16,860)	$	(77,310)	$	(4,387)	$	47,652
Net loss	—	—		—	—		—		—		(6,642)		—		(6,642)
Foreign currency translation	—	—		—	—		—		—		—		(131)		(131)



Preferred stock dividends	—	—		—	—		—		—		(559)		—		(559)

Stock-based compensation	—	—		—	—		230		—		—		—		230
Balances, April 30, 2020	14,097	$	141	994	$	22,104	$	124,194	$	(16,860)	$	(84,511)	$	(4,518)	$	40,550
Net loss	—	—		—	—		—		—		(6,604)		—		(6,604)
Foreign currency translation	—	—		—	—		—		—		—		82		82

Equity Compensation	—	—		—	—		—		—		—		—		0
Preferred stock offering	—	—		—	—		—		—		—		—		0
Preferred stock dividends	—	—		—	—		—		—		(559)		—		(559)

Stock-based compensation	—	—		—	—		219		—		—		—		219
Balances, July 31, 2020	14,097	$	141	994	$	22,104	$	124,413	$	(16,860)	$	(91,674)	$	(4,436)	$	33,688


	Common Stock			Preferred Stock								Accumulated Deficit				Accumulated Other Comprehensive Loss									Common Stock									Preferred Stock																						Accumulated Other Comprehensive Loss
	Shares	Amount		Shares	Amount		Additional Paid-In Capital		Treasury Stock						Total							Shares					Amount			Shares			Amount			Additional Paid-In Capital				Treasury Stock				Accumulated Deficit								Total		Accumulated Other Comprehensive Loss
Balances, January 31, 2019	14,049	$	140	830	$	18,330	$	123,085	$	(16,860	)		$	(63,973	)				$	(4,044	)		$	56,678		Balances, January 31, 2019	14,049			$	140		830			$	18,330			$	123,085			$	(16,860)			$	(63,973)			$	(4,044)			$	56,678
Net loss	—	—		—	—		—		—			(2,415		)		—				(2,415		)	Net loss		—			—				—		—				—				—				(2,415)				—				(2,415)
Foreign currency translation	—	—		—	—		—		—			—				(450		)		(450		)	Foreign currency translation		—			—				—		—				—				—				—				(450)				(450)

Preferred stock offering	—	—		17	409		—		—			—				—				409			Preferred stock offering		—			—				17		409				—				—				—				—				409
Preferred stock dividends	—	—		—	—		—		—			(471		)		—				(471		)	Preferred stock dividends		—			—				—		—				—				—				(471)				—				(471)

Stock-based compensation	—	—		—	—		172		—			—				—				172			Stock-based compensation		—			—				—		—				172				—				—				—				172
Balances, April 30, 2019	14,049	$	140	847	$	18,739	$	123,257	$	(16,860	)	$	(66,859	)		$	(4,494	)		$	53,923		Balances, April 30, 2019		14,049			$	140			847		$	18,739			$	123,257			$	(16,860)			$	(66,859)			$	(4,494)			$	53,923
Net loss	—	—		—	—		—		—			(3,136		)		—				(3,136		)	Net loss		—			—				—		—				—				—				(3,137)				—				(3,137)
Foreign currency translation	—	—		—	—		—		—			—				(41		)		(41		)	Foreign currency translation		—			—				—		—				—				—				—				(41)				(41)
Restricted stock issued																							Restricted stock issued		—			—				—		—				—				—				—				—				0
Equity Compensation	9	1		—	—		25		—			—				—				26			Equity Compensation		9			1				—		—				25				—				—				—				26
Preferred stock offering	—	—		70	1,571		—		—			—				—				1,571			Preferred stock offering		—			—				70		1,571				—				—				—				—				1,571
Preferred stock dividends	—	—		—	—		—		—			(499		)		—				(499		)	Preferred stock dividends		—			—				—		—				—				—				(499)				—				(499)

Stock-based compensation	—	—		—	—		170		—			—				—				170			Stock-based compensation		—			—				—		—				170				—				—				—				170
Balances, July 31, 2019	14,058	$	141	917	$	20,310	$	123,452	$	(16,860	)	$	(70,494	)		$	(4,535	)		$	52,014		Balances, July 31, 2019		14,058			$	141			917		$	20,310			$	123,452			$	(16,860)			$	(70,495)			$	(4,535)			$	52,013

	Shares	Amount		Shares	Amount		Additional Paid-In Capital		Treasury Stock											Total
Balances, January 31, 2018	14,019	$	140	532	$	11,544	$	122,304	$	(16,860	)	$	(42,425	)		$	(8,854	)		$	65,849
Net loss	—	—		—	—		—		—			(5,905		)		—				(5,905		)
Foreign currency translation	—	—		—	—		—		—			—				(237		)		(237		)
Preferred stock offering	—	—		166	3,768		—		—			—				—				3,768
Preferred stock dividends	—	—		—	—		—		—			(385		)		—				(385		)
Stock-based compensation	—	—		—	—		126		—			—				—				126
Balances, April 30, 2018	14,019	$	140	698	$	15,312	$	122,430	$	(16,860	)	$	(48,715	)		$	(9,091	)		$	63,216
Net loss	—	—		—	—		—		—			(4,589		)		—				(4,589		)
Foreign currency translation	—	—		—	—		—		—			—				(141		)		(141		)
Restricted stock issued	30	—		—	—		—		—			—				—				—
Preferred stock offering	—	—		70	1,637		—		—			—				—				1,637
Preferred stock dividends	—	—		—	—		—		—			(411		)		—				(411		)
Stock-based compensation	—	—		—	—		242		—			—				—				242
Balances, July 31, 2018	14,049	$	140	768	$	16,949	$	122,672	$	(16,860	)	$	(53,715	)		$	(9,232	)		$	59,954

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

~~MITCHAM INDUSTRIES,~~

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MIND TECHNOLOGY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Organization

MIND Technology, Inc., a Delaware corporation (the “Company”), formerly Mitcham Industries, Inc., a Texas corporation, ~~(the “Company”),~~ was incorporated in 1987. Effective August 3, 2020 the Company effectuated a reincorporation to the state of Delaware, name change to MIND Technology, Inc. and increase in the number of shares of common stock and preferred stock authorized for issuance. See Note 16 to the condensed consolidated financial statements.

The Company, through its wholly owned subsidiary, Seamap International Holdings 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 ~~Huntsville,~~ Texas. ~~The~~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”)~~, its wholly owned Singaporean subsidiary, Mitcham Marine Leasing Pte. Ltd. (“MML”),~~; and its branch operations in Colombia, ~~provides~~provided full-service equipment leasing, sales and service to the seismic industry worldwide. ~~During the three months ended April 30,~~In February 2019 the Company sold its wholly owned Australian subsidiary Seismic Asia Pacific Pty Ltd (“SAP”) ~~and in August 2018 the Company sold its wholly owned Russian subsidiary, Mitcham Seismic Eurasia LLC (“MSE”)~~. See Note 1314 to ~~our~~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, 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 consolidated financial statements. See Note 3 to the consolidated condensed 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 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 six 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, ~~2019~~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, ~~2019.~~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 July 31, ~~2019,~~2020, the results of operations for the three and six months ended July 31, ~~2019~~2020 and ~~2018,~~2019, the cash flows for the six months ended July 31, 2020 and 2019, and the statement of shareholders’ equity for the three and six months ended July 31, ~~2019~~2020 and ~~2018, and the statement of shareholders’ equity for the six months ended July 31,~~ 2019, ~~and 2018,~~ 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, ~~2020.~~2021.

3. Assets Held for Sale and Discontinued Operations

On July 27, 2020, the Board determined to exit the land seismic 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 July 31, 2020 and for all comparative periods presented in these condensed consolidated financial statements. The Company anticipates selling the discontinued operations within the next twelve months in a single transaction, or multiple transactions, which may involve the sale of legal entities or assets.

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The assets reported as held for sale consist of the following:


	July 31, 2020		January 31, 2020
Current assets of discontinued operations:


Accounts receivable, net	2,366		5,699

Inventories, net	388		605

Prepaid expenses and other current assets	221		227


Seismic equipment lease pool and property and equipment, net	3,675		8,382








Total assets of discontinued operations	$	6,650	$	14,913

The liabilities reported as held for sale consist of the following:


	July 31, 2020		January 31, 2020
Current liabilities of discontinued operations:
Accounts payable	$	119	$	884

Deferred revenue	0		34
Accrued expenses and other current liabilities	1,186		1,886
Income taxes payable	0		(74)






Total liabilities of discontinued operations	1,305		2,730

The results of operations from discontinued operations for the three and six months ended July 31, 2020 and 2019, consist of the following:


	For the Three Months Ended July 31,						For the Six Months Ended July 31,
	2020		2019		2020		2019
Revenues:
Revenue from discontinued operations	$	1,230	$	2,077	$	5,418	$	5,891
Cost of sales:
Cost of discontinued operations	1,642		2,002		4,126		4,514
Operating expenses:
Selling, general and administrative	1,476		1,415		3,176		2,890
Provision for doubtful accounts	470		0		470		0
Depreciation and amortization	41		46		85		95
Total operating expenses	1,987		1,461		3,731		2,985
Operating loss	(2,399)		(1,386)		(2,439)		(1,608)
Other income (expenses)	72		(163)		75		(106)
Loss on disposal (including $2,745 of cumulative translation loss)	(1,859)		0		(1,859)		0
Loss before income taxes	(4,186)		(1,549)		(4,223)		(1,714)
Provision for income taxes	(522)		(94)		(700)		(147)
Net loss	(4,708)		(1,643)		(4,923)		(1,861)

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The significant operating and investing noncash items and capital expenditures related to discontinued operations are summarized below:


	For the Six Months Ended July 31,
	2020		2019
Depreciation and amortization	$	1,771	$	2,519
Gross profit from sale of lease pool equipment	$	(1,324)	$	(743)
Provisions for doubtful accounts	$	470	$	0
Loss on disposal of discontinued operations	$	1,859	$	0
Sale of used lease pool equipment	$	1,988	$	1,133

Purchase of seismic equipment held for lease	$	(110)	$	(229)

4. New Accounting Pronouncements

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (“Topic 740”): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by eliminating certain exceptions to the general principles in Topic 740 and by clarifying and amending existing guidance to improve consistent application. This ASU is effective for the annual period beginning after December 15, 2020, including interim periods within that annual period. Certain amendments within this ASU are required to be applied on a retrospective basis for all periods presented; others are to be applied using a modified retrospective approach with a cumulative-effect adjustment to retained earnings, if any, as of the beginning of the first reporting period in which the guidance is adopted; and yet others are to be applied using either basis. All other amendments not specified in the ASU should be applied on a prospective basis. Early adoption is permitted. An entity that elects to early adopt in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period. Additionally, an entity that elects early adoption must adopt all the amendments in the same period. The Company is currently evaluating the new guidance to determine the impact it will have on its condensed consolidated financial statements.

In August 2018, the SEC adopted amendments to simplify certain disclosure requirements, as set forth in Securities Act Release No. 33-10532, Disclosure Update and Simplification, which includes a requirement for entities to present the changes in shareholders’ equity in the interim financial statements in quarterly reports on Form 10-Q. This amendment is effective for all filings made on or after November 5, 2018. ~~In light of~~Considering the timing of effectiveness of the amendment and proximity to the filing date for most filers’ quarterly reports, the SEC has allowed for a filer’s first presentation of the changes in shareholders’ equity to be included in its Form 10-Q for the quarter that begins after the effective date. The Company adopted the SEC’s amendment to interim disclosures in the first quarter of fiscal ~~year~~ 2020 and has presented the changes in shareholders’ equity on an interim basis.

In February 2016, the Financial Accounting Standards ~~Board's~~Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842) as modified by subsequently issued ASUs 2018-01, 2018-10, 2018-11 and 2018-20. The Company adopted the standard effective February 1, 2019. We have elected to apply the current period transition approach as introduced by ASU 2018-11 for our transition at February 1, 2019 and we have elected to apply several of the practical expedients in conjunction with accounting policy elections. See Note 7 to our condensed consolidated financial statements for additional details.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurement by removing, modifying and adding certain disclosures. This ASU is effective for the annual period beginning after December 15, 2019, including interim periods within that annual period. The Company ~~is currently evaluating the new~~adopted this guidance ~~to determine the~~effective February 1, 2020. The adoption of this guidance did not have a material impact ~~it will have~~ on the Company’s condensed consolidated financial statements.

In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (“Topic 718”): Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees except for certain circumstances. ~~Any transition impact will be a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption.~~ The Company adopted this guidance in the first ~~fiscal~~ quarter of ~~2019 and it~~fiscal 2020. The adoption of this guidance did not have a material impact on ~~its~~the Company’s condensed consolidated financial statements.

4.5. Revenue from Contracts with Customers

Effective February 1, 2018 the Company adopted ASU 2014-09 as amended, (“New Revenue Standard” or “Topic 606”), using the modified retrospective method applied to those contracts which were not completed as of February 1, 2018. Results for reporting periods beginning after January 31, 2018 are presented under Topic 606 and pertain only to our Marine Technology Products segment. Revenues related to our Equipment Leasing segment are not included in the scope of Topic 606.

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

Table of Contents


	Three Months Ended July 31,				Six Months Ended July 31,						Three Months Ended July 31,						Six Months Ended July 31,
	2019		2018		2019			2018			2020		2019		2020		2019
Revenue recognized at a point in time:	(in thousands)									Revenue recognized at a point in time:	(in thousands)
Seamap	$	4,836	$	3,611	$	8,954		$	5,156	Seamap	$	3,881	$	4,911	$	5,870	$	8,954
Klein	1,841		1,401		3,398			2,877		Klein	1,004		1,841		2,002		3,398
SAP	—		797		101			1,277		SAP	0		0		0		101
Total revenue recognized at a point in time	$	6,677	$	5,809	$	12,453	—	$	9,310	Total revenue recognized at a point in time	$	4,885	$	6,752	$	7,872	$	12,453
Revenue recognized over time:										Revenue recognized over time:
Seamap	$	68	$	203	$	274		$	410	Seamap	$	201	$	68	$	401	$	274

Total revenue recognized over time	68		203		274		—	410		Total revenue recognized over time	201		68		401		274
Total revenue from contracts with customers	$	6,745	$	6,012	$	12,727	—	$	9,720	Total revenue from contracts with customers	$	5,086	$	6,820	$	8,273	$	12,727

The revenue from products manufactured and sold by our Seamap and Klein businesses, as well as the revenue from products marketed and sold by our SAP business, is generally recognized at a point in time, or when the customer takes possession of the product, based on the terms and conditions stipulated in our contracts with customers. Our Seamap business also provides Software Maintenance Agreements (“SMA”) to customers who have an active license for software embedded in Seamap products. The revenue from SMA’s is recognized over time, with the total value of the SMA amortized in equal monthly amounts over the life of the ~~contract.~~contract, which is typically twelve months. The Company sold SAP during the first quarter ~~ended April 30, 2019.~~of fiscal 2020. See Note 1314 to our condensed consolidated financial statements for more information.

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


	Three Months Ended July 31,				Six Months Ended July 31,					Three Months Ended July 31,						Six Months Ended July 31,
	2019		2018		2019		2018			2020		2019		2020		2019
	(in thousands)									(in thousands)
United States	$	1,084	$	1,124	$	1,841	$	1,252	United States	$	686	$	1,084	$	1,786	$	1,841
Europe, Russia & CIS	2,563		2,747		5,167		4,766		Europe, Russia & CIS	1,604		2,563		2,980		5,167
Middle East & Africa	358		122		549		636		Middle East & Africa	221		358		297		549
Asia-Pacific	1,835		1,979		3,108		2,679		Asia-Pacific	2,222		1,910		2,499		3,108
Canada & Latin America	905		40		2,062		387		Canada & Latin America	353		905		711		2,062
Total revenue from contracts with customers	$	6,745	$	6,012	$	12,727	$	9,720	Total revenue from contracts with customers	$	5,086	$	6,820	$	8,273	$	12,727

As of July 31, ~~2019~~2020, and January 31, ~~2019~~2020, contract assets and liabilities consisted of the following:


	July 31, 2020		January 31, 2020
Contract Assets:	(in thousands)
Unbilled revenue - current	$	4	$	13

Total unbilled revenue	$	4	$	13
Contract Liabilities:
Deferred revenue & customer deposits - current	$	318	$	220
Deferred revenue & customer deposits - non-current	0		12
Total deferred revenue & customer deposits	$	318	$	232

July 31, 2019 January 31, 2019
Contract Assets: (in thousands)
Unbilled revenue - current $ 343
$ 340
Total unbilled revenue $ 343
$ 340
Contract Liabilities:
Deferred revenue & customer deposits - current $ 512
$ 556
Deferred revenue & customer deposits - non-current 6
11
Total deferred revenue & customer deposits $ 518
$ 567

Considering the products manufactured and sold by the businesses in our Marine Technology Products segment and the Company’s standard contract terms and conditions, we expect our contract assets and liabilities to turn over, on average, within a period of three to six months.

Pursuant to practical expedients and exemptions included in the New Revenue Standard, sales and transaction-based taxes are excluded from revenue. Also, we do not disclose the value of unsatisfied performance obligations for ~~contacts~~contracts with an original expected duration of one year or less. Additionally, we expense costs incurred to obtain contracts when incurred because the amortization period would have been one year or less. These costs are recorded in selling, general and administrative expenses.

~~5. Acquisition of Assets~~

In February 2018 the Company completed the acquisition of intellectual property and certain other assets from Hydroscience Technologies, Inc. and Solid Seismic LLC (collectively “Hydroscience”). Hydroscience designed, manufactured and sold marine sensors and solid streamer technology products primarily for the hydrographic and seismic industries. In April 2017 Hydroscience filed for bankruptcy protection. Mitcham acquired the assets pursuant to an Asset Purchase Agreement and Sale Order (collectively the “Agreement”) that were approved by the bankruptcy court on January 31, 2018. Under the terms of the Agreement, Mitcham acquired certain specified intangible and tangible assets free and clear of all prior claims and encumbrances, and assumed no liabilities, contracts or prior warranty obligations. Details of the purchase price and the allocation of the purchase price to the assets acquired are as follows (in thousands):

Purchase Price:
Cash $ 3,000
Release of claims against Hydroscience 1,144
Transaction costs 312
Total purchase price $ 4,456

Allocation of purchase price:
Inventory $ 206
Tangible assets (mainly manufacturing equipment) 350
Intangible assets (including patents, designs & software) 3,900
Total purchase price $ 4,456

The cash portion of the purchase price and other related costs were financed with the sale of 174,046 shares of our 9% Series A Cumulative Preferred Stock to Mitsubishi Heavy Industries, Inc. ("MHI") for $4.0 million.

6. Balance Sheet

Table of Contents


	As of July 31, 2019								As of January 31, 2019									As of July 31, 2020										As of January 31, 2020
	Current			Long-term		Total			Current			Long-term		Total				Current		Long-term		Total		Current		Long-term		Total
Accounts receivable	$	12,722		$	90	$	12,812		$	14,195		$	712	$	14,907		Accounts receivable	$	5,483	$	0	$	5,483	$	9,001	$	0	$	9,001
Less allowance for doubtful accounts	(2,073		)	—		(2,073		)	(2,113		)	—		(2,113		)	Less allowance for doubtful accounts	(1,044)		0		(1,044)		(2,378)		0		(2,378)
Accounts receivable net of allowance for doubtful accounts	$	10,649		$	90	$	10,739		$	12,082		$	712	$	12,794		Accounts receivable net of allowance for doubtful accounts	$	4,439	$	0	$	4,439	$	6,623	$	0	$	6,623

As of July 31, 2019, the Company has structured payment agreements with two customers totaling $2.1 million. As of January 31, 2019, the Company had structured payment agreements with three customers totaling $3.0 million. Payments expected to be received in more than one year have been classified as long-term receivables and total $90,000 and $712,000 as of July 31, 2019 and January 31, 2019, respectively. The structured payment agreements bear interest at an average rate of approximately 3.2% and 3.6% as of July 31, 2019 and January 31, 2019, respectively. The remaining repayment terms of the structured payment agreements range from one to 30 months.


	July 31, 2019			January 31, 2019				July 31, 2020		January 31, 2020
	(in thousands)							(in thousands)
Inventories:							Inventories:
Raw materials	$	7,060		$	5,446		Raw materials	$	7,301	$	7,388
Finished goods	2,300			5,229			Finished goods	3,836		3,758
Work in progress	4,857			1,322			Work in progress	3,423		2,720
	14,217			11,997				14,560		13,866
Less allowance for obsolescence	(1,102		)	(1,223		)	Less allowance for obsolescence	(1,251)		(1,210)
Total inventories, net	$	13,115		$	10,774		Total inventories, net	$	13,309	$	12,656


								July 31, 2020		January 31, 2020
	July 31, 2019			January 31, 2019				(in thousands)
	(in thousands)
Seismic equipment lease pool and property and equipment:
Seismic equipment lease pool	$	143,894		$	147,519
Property and equipment:							Property and equipment:
Marine seismic service equipment							Marine seismic service equipment	$	7,316	$	8,341
Land and buildings	4,055			4,041			Land and buildings	4,319		4,274
Furniture and fixtures	10,205			9,897			Furniture and fixtures	9,646		9,364
Autos and trucks	570			571			Autos and trucks	491		491
	158,724			162,028				21,772		22,470
Accumulated depreciation and amortization	(146,883		)	(147,873		)	Accumulated depreciation and amortization	(16,615)		(17,051)
Total seismic equipment lease pool and property and equipment, net	$	11,841		$	14,155
Total property and equipment, net							Total property and equipment, net	$	5,157	$	5,419

As of January 31, ~~2019,~~2020, the Company completed an annual review of long-lived assets noting that the undiscounted future cash flows exceeded their carrying value and no0 impairment has been recorded. ~~Since~~Subsequent to January 31, ~~2019~~2020, there ~~have been no~~was a significant ~~changes to~~deterioration in macroeconomic factors and a decline in the market ~~economic or legal environment in~~value of the Company’s equity securities which ~~the Company operates that would indicate additional~~indicated possible impairment ~~analysis is necessary as~~ of ~~July 31, 2019.~~long-lived assets.

7. Leases

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) which was modified by subsequently issued ASUs 2018-01, 2018-10, 2018-11 and ~~2018-20.~~2018-20 (collectively, the “New Lease Standard”). The ~~update~~New Lease Standard requires organizations that lease assets ("lessees") to recognize the assets and liabilities of the rights and obligations created by leases with terms of more than 12 months. The recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee remains dependent on its classification as a finance or operating lease. The ~~criteria for determining whether a lease is a finance or operating lease was not significantly changed by this ASU. The ASU~~New Lease Standard also requires additional disclosure of the amount, timing, and uncertainty of cash flows arising from leases, including qualitative and quantitative requirements. ~~This pronouncement~~The New Lease Standard was effective for financial statements issued for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. ~~Early adoption was permitted.~~

In July 2018, the FASB issued ASU No. 2018-11, ~~Leases:~~Leases (Topic 842): Targeted Improvements ~~(Topic 842)~~(“ASU 2018-11”). ASU 2018-11 provided additional relief in the comparative reporting requirements for initial adoption of ~~ASC 842.~~the New Lease Standard. Prior to ASU 2018-11, a modified retrospective transition was required for financing or operating leases existing at or entered ~~into~~ after the beginning of the earliest comparative period presented in the financial statements. ASU 2018-11 provided an additional transition method ~~to the existing transition method by~~ allowing entities to initially apply the ~~new leases standard~~New Lease Standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption without adjustment to the financial statements for periods prior to adoption.

The Company adopted the ~~standard~~New Lease Standard effective February 1, 2019. We elected to apply the current period transition approach as introduced by ASU 2018-11 ~~for our transition at February 1, 2019~~ and we elected to apply the following practical expedients and accounting policy decisions.

We elected a package of transition expedients, which must be elected together, that allowed us to forgo reassessing certain conclusions reached under ASC ~~840 which must be elected together.~~840. All expedients in this package were applied together for all leases that commenced before the effective date, February 1, 2019, of ~~ASC 842.~~the adoption of the New Lease Standard. As a result, in transitioning to ~~ASC 842,~~the New Lease Standard, for existing leases as of February 1, 2019, we continued to use judgments made under ASC 840 related to embedded leases, lease classification and accounting for initial direct costs. In addition, we have chosen, as an accounting policy election by class of underlying asset, not to separate ~~nonlease~~non-lease components from the

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associated lease for all of our leased asset classes, ~~except~~excluding for Real Estate related leases. As a result, for classes of Automobiles, Office Equipment and Manufacturing Equipment, we account for each separate lease component and the ~~nonlease~~non-lease components associated with that lease as a single lease component.

The Company has certain non-cancelable operating lease agreements for office, production and warehouse space in ~~The Woodlands,~~ Texas, ~~Budapest,~~ Hungary, Singapore, ~~Jahor,~~ Malaysia, ~~Bogota,~~ Colombia, ~~Shepton Mallet,~~ United Kingdom and ~~Calgary, Alberta.~~Canada.

~~The new standard~~Adoption of the New Lease Standard during first quarter of fiscal 2020 did have a material impact on our consolidated balance sheet ~~related to recording~~as we recorded right-of-use assets and the corresponding lease liabilities ~~for~~related to our operating leases byof approximately $3.0 million, each. ~~The new standard did not have a material impact on our consolidated statements of operations or our statements of cash flows.~~

Lease expense for the three and six months ended July 31, 2019 was approximately $290,000 and $590,000, respectively, and was recorded as a component of operating loss. Included in these costs was short-term lease expense of approximately $10,000 and $20,000, respectively for the three and six months ended July 31, 2019. The Company determined to treat lease costs with an original maturity of less than one year as short-term lease costs and did not record a right-of-use asset or related lease liability for these leases. The new standard did not have a material impact on our consolidated statements of operations or our statements of cash flows.

Lease expense for the three and six months ended July 31, 2020 was approximately $221,000 and $514,000, respectively, and was recorded as a component of operating loss. Included in these costs was short-term lease expense of approximately $10,000 and $10,000, respectively, for the three and six months ended July 31, 2020.

Supplemental balance sheet information related to leases as of July 31, ~~2019~~2020 was as follows (in thousands):


Lease	July 31, 2019		April 30, 2019		Impact of ASC 842 Transition		Lease	July 31, 2020		January 31, 2020
Assets							Assets
Operating Leases	$	2,738	$	3,014	$	2,710
Operating lease assets							Operating lease assets	$	1,636	$	2,300

Liabilities							Liabilities
Operating lease liabilities	$	2,738	$	3,014	$	2,710	Operating lease liabilities	$	1,636	$	2,300

Classification of lease liabilities							Classification of lease liabilities
Current liabilities	$	720	$	853			Current liabilities	$	613	$	1,339
Non-current liabilities	2,018		2,161				Non-current liabilities	1,023		961
Total Operating lease liabilities	$	2,738	$	3,014			Total Operating lease liabilities	$	1,636	$	2,300

Lease-term and discount rate details as of July 31, ~~2019~~2020 were as follows:



~~Lease term and discount rate~~	~~July 31, 2019~~
~~Weighted average remaining lease term (years)~~
~~Operating leases~~	~~2.2~~

~~Weighted average discount rate:~~
~~Operating leases~~	~~10.02~~	%


Lease term and discount rate	July 31, 2020		January 31, 2020
Weighted average remaining lease term (years)
Operating leases	1.57		1.76

Weighted average discount rate:
Operating leases	9.27	%	9.27	%

The incremental borrowing rate was calculated using the Company's weighted average cost of capital.

Supplemental cash flow information related to leases was as follows (in thousands):


Lease	Six Months Ended July 31, 2020		Six Months Ended July 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(514)	$	(568)

Right-of-use assets obtained in exchange for lease liabilities:
Operating leases	$	514	$	592

Lease Six Months Ended July 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 568

Right-of-use assets obtained in exchange for lease liabilities:
Operating leases $ 592

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Maturities of lease liabilities at July 31, ~~2019~~2020 were as follows (in thousands):


	July 31, 2020

2021	$	613
2022	809
2023	218
2024	95
2025	50
Thereafter	20
Total payments under lease agreements	$	1,805

Less: imputed interest	(169)

Total lease liabilities	$	1,636

July 31, 2019
2020 $ 720
2021 1,299
2022 749
2023 199
2024 101
Thereafter 73
Total payments under lease agreements $ 3,141

Less: imputed interest (403 )
Total lease liabilities $ 2,738

8. Goodwill and Other Intangible Assets


	Weighted Average Life at 7/31/2019	July 31, 2019										January 31, 2019
		Gross Carrying Amount		Accumulated Amortization			Impairment			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Impairment			Net Carrying Amount			Weighted Average Life at 7/31/2020	July 31, 2020																												January 31, 2020
				(in thousands)										(in thousands)																Gross Carrying Amount				Accumulated Amortization				Impairment				Net Carrying Amount				Gross Carrying Amount				Accumulated Amortization				Impairment		Net Carrying Amount
Goodwill		$	7,060	$	—		$	(4,529	)	$	2,531	$	7,060	$	—		$	(4,529	)	$	2,531	Goodwill		$	7,060			$	—			$	(7,060)			$	0			$	7,060			$	—			$	(4,529)			$	2,531
Proprietary rights	7.5	$	9,295	$	(4,611	)	$	—		$	4,684	$	9,303	$	(4,292	)	$	—		$	5,011	Proprietary rights	6.6	$	9,265			$	(5,286)			$	—			$	3,979			$	9,247			$	(4,950)			$	—			$	4,297
Customer relationships	2.3	5,024		(3,489		)	—			1,535		5,024		(3,147		)	—			1,877		Customer relationships	1.3	5,024				(4,173)				—				851				5,024				(3,831)				—				1,193
Patents	5.0	2,440		(1,152		)	—			1,288		2,441		(1,028		)	—			1,413		Patents	4.0	2,440				(1,401)				—				1,039				2,440				(1,277)				—				1,163
Trade name	6.8	894		(58		)	—			836		894		(52		)	—			842		Trade name	5.8	894				(69)				(760)				65				894				(63)				(760)				71
Developed technology	6.4	1,430		(512		)	—			918		1,430		(441		)	—			989		Developed technology	5.4	1,430				(655)				—				775				1,430				(584)				—				846
Other	4.7	692		(44		)	—			648		385		(22		)	—			363		Other	3.9	666				(134)				—				532				653				(87)				—				566
Amortizable intangible assets	Amortizable intangible assets	$	19,775	$	(9,866	)	$	—		$	9,909	$	19,477	$	(8,982	)	$	—		$	10,495	Amortizable intangible assets				$	19,719			$	(11,718)			$	(760)			$	7,241			$	19,688			$	(10,792)			$	(760)			$	8,136

On January 31, ~~2019,~~2020, the Company completed an annual review of goodwill and other intangible assets. Based on a review of qualitative factors at that time, it was determined it was more likely than not that the fair value of our Seamap reporting unit was greater than its carrying value. Based on a review of qualitative and quantitative factors at that time, it was determined it was more likely than not that the fair value of our Klein reporting unit was not greater than its carrying value. Accordingly, we recorded an impairment of approximately $760,000 related to indefinite lived intangible assets in the Klein reporting unit as of January 31, 2020.

Due to the economic impact of the COVID-19 pandemic, the decline in oil prices during the three months ended April 30, 2020 and a decline in the market value of the Company’s equity securities, the Company performed a quantitative review of the Seamap reporting unit and concluded that goodwill had been impaired. As a result, the Company recorded an impairment expense of approximately $2.5 million related to goodwill in the Seamap reporting unit during the quarter ended April 30, 2020. The impairment of goodwill indicated a possible impairment of other intangible assets. Accordingly, the Company completed a quantitative analysis of the other intangible assets noting that the undiscounted future cash flows exceeded their carrying value and 0 related impairment has been recorded.

During the ~~six~~three months ended July 31, ~~2019~~2020 there have been no substantive indicators of additional impairment.

Aggregate amortization expense was ~~$764,000~~$794,000 and ~~$889,000~~$764,000 for the six months ended July 31, ~~2019~~2020 and ~~2018,~~2019, respectively. As of July 31, ~~2019,~~2020, future estimated amortization expense related to amortizable intangible assets was estimated to be (in thousands):


For fiscal years ending January 31
2021	$	857
2022	1,163
2023	1,015
2024	931
2025	658
Thereafter	2,617
Total	$	7,241

9. Notes Payable

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For fiscal years ending January 31
2020 $ 961
2021 1,775
2022 1,245
2023 1,141
2024 938
Thereafter 3,849
Total $ 9,909
On May 5, 2020, the Company, together with its wholly owned subsidiary, Klein Marine Systems, Inc. (collectively, the “Borrowers”), were granted loans (the “Loans”) from Bank of America, N.A. in the aggregate amount of approximately $1.6 million, pursuant to the Paycheck Protection Program (the “PPP”), a component of the CARES Act which was enacted on March 27, 2020.

9.The Loans, in the form of promissory notes (the “Notes”) dated May 1, 2020 issued by the Borrowers, mature on May 1, 2022 and bear interest at a rate of 1% per annum, payable monthly commencing on November 1, 2020.The Notes stipulate various restrictions customary with this type of transaction including representations, warranties, and covenants, in addition to events of default, breaches of representation and warranties or other provisions of the Notes. In the event of default, the Borrowers may become obligated to repay all amounts outstanding under the Notes. The Borrowers may prepay the Notes at any time prior to maturity with no prepayment penalties.

Under the terms of the PPP, funds from the Loans may only be used for payroll costs, rent, utilities and interest on other debt obligations incurred prior to February 15, 2020. In addition, certain amounts of the Loan may be forgiven if the funds are used to pay qualifying expenses. The Company believes it has used the proceeds from the Loans to pay qualifying expenses and that a significant portion of the Loans will be forgiven pursuant to the terms of the PPP, but cannot ensure that the Loans will be forgiven, in whole or in part.

10. Income Taxes

For the six months ended July 31, ~~2019~~2020, the ~~provision~~benefit for income taxes from continuing operations was approximately ~~$103,000~~$188,000 on a pre-tax net loss from continuing operations of ~~$5.4~~$8.5 million. For the six months ended July 31, ~~2018~~2019, the ~~provision~~benefit for income taxes from continuing operations was approximately ~~$522,000~~$44,000 on a pre-tax net loss of ~~$10.0~~$3.7 million. The variance between our actual provision and the expected provision based on the U.S. statutory rate is due primarily to recording valuation allowances against the increase in our deferred tax assets in the respective periods, plus the effect of foreign withholding taxes.

The Company files U.S. federal and state income tax returns as well as separate returns for its foreign subsidiaries within their local jurisdictions. The Company's U.S. federal and state income tax returns are subject to examination by the Internal Revenue Service and state tax authorities for fiscal years ended January 31, ~~2013~~2017 through ~~2019.~~2020. In addition, the Company's tax returns filed in foreign jurisdictions are generally subject to examination for the fiscal years ended January 31, ~~2014~~2015 through ~~2019.~~

2020.

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, ~~2019.~~2020. Furthermore, the Company has concluded that any deferred taxes with respect to the undistributed foreign earnings would be ~~immaterial, particularly in light of the one-time repatriation of foreign earnings imposed by the Tax Cuts and Jobs Act legislation enacted in December 2017.~~immaterial. Therefore, the Company has not recorded a deferred tax liability associated with the undistributed foreign earnings as of July 31, ~~2019.~~2020.

For the six months ended July 31, ~~2019~~2020 and ~~July 31, 2018,~~2019, the Company did not recognize any tax expense or benefit related to uncertain tax positions.

~~10.~~11. Earnings per Share

Net income per basic common share is computed using the weighted average number of common shares outstanding during the period, excluding unvested restricted stock. Net income per diluted common share is computed using the weighted average number of common shares and dilutive potential common shares outstanding during the period using the treasury stock method. 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.

The following table presents the calculation of basic and diluted weighted average common shares used in the earnings per share calculation:


	Three Months Ended July 31,			Six Months Ended July 31,
	2020	2019	2020	2019
	(in thousands)			(in thousands)
Basic weighted average common shares outstanding	12,182	12,128	12,177	12,124
Stock options	3	96	1	64
Unvested restricted stock	10	2	5	2
Total weighted average common share equivalents	13	98	6	66
Diluted weighted average common shares outstanding	12,195	12,226	12,183	12,190

Three Months Ended July 31, Six Months Ended July 31,
2019 2018 2019 2018
(in thousands) (in thousands)
Basic weighted average common shares outstanding 12,128
12,093
12,124
12,090
Stock options 96
84
64
63
Unvested restricted stock 2
3
2
15
Total weighted average common share equivalents 98
87
66
78
Diluted weighted average common shares outstanding 12,226
12,180
12,190
12,168

For the three and six months ended July 31, ~~2019~~2020 and ~~2018,~~2019, potentially dilutive common shares, underlying stock options and unvested restricted stock were anti-dilutive and were therefore not considered in calculating diluted loss per share for those periods.

~~11.~~12. Related Party Transaction

On October 7, 2016, the Company entered into an equity distribution agreement ~~(the “Equity Distribution Agreement”)~~ with Ladenburg Thalmann & Co. Inc. (the “Agent”)~~, pursuant~~. On December 18, 2019, the Company and Agent entered into an Amended and Restated equity distribution agreement (the “Equity Distribution

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Agreement”). Pursuant to ~~which~~the Equity Distribution Agreement, the Company may sell up to 500,000 shares of 9.00% Series A Cumulative Preferred Stock (the ~~"Preferred Stock"~~“Preferred Stock”), par value $1.00 per share through an at-the-market ~~("ATM"~~(“ATM”) offering program administered by the Agent. The Co-Chief Executive Officer and Co-President of ~~Ladenburg Thalmann & Co. Inc~~the Agent is the Non-Executive Chairman of the ~~company’s board of directors.~~Board. Under the Equity Distribution Agreement, the Agent will be entitled to compensation of up to 2.0% of the gross proceeds from the sale of Preferred Stock under the ATM offering program. As of ~~July~~January 31, ~~2019,~~2020, we had issued 994,046 shares of our Series A Preferred Stock. The 994,046 shares represent 100% of the ~~total number of~~Series A Preferred Stock available for sale through our ATM offering program and therefore 0 shares ~~sold pursuant~~were available for issuance subsequent to ~~the program was 423,264.~~January 31, 2020. For the three and six months ended July 31, 2019, the Company issued 70,282 and 86,938 shares of Preferred Stock under the ATM offering program, respectively. Gross proceeds from these sales for the three and six months ended July 31, 2019 were approximately $1.7 million and $2.1 million, respectively, and the Agent received compensation of approximately $34,000 and $42,000, respectively. The Non-Executive Chairman of the ~~Company~~Board received no0 portion of this compensation.

~~12.~~13. Equity and Stock-Based Compensation

During the three months ended July 31, ~~2019,~~2020, the ~~Company’s~~ Board ~~of Directors (the "Board")~~ declared quarterly dividends of $0.5625 per share for our Preferred Stock. The Board ~~also approved~~did not approve the grant of ~~425,000~~any non-qualified stock options ~~and 37,000~~or shares of restricted stock during the second quarter of fiscal 2020. The non-qualified stock options had an average option price of $4.13 while the restricted stock was granted at an average price of $3.98 per share. Refer to Note 11 for additional details related to the issuance of preferred shares under the Company's ATM offering program.

2021. Total compensation expense recognized for stock-based awards granted under the Company’s equity incentive plan during the three and six months ended July 31, ~~2019~~2020 was approximately ~~$169,000~~$219,000 and ~~$341,000,~~$449,000, respectively, and during the three and six months ended July 31, ~~2018~~2019 was approximately ~~$237,000~~$169,000 and ~~$461,000,~~$341,000, respectively.

~~13.~~14. Sale of Subsidiaries

~~During the quarter ended April 30,~~In February 2019, the Company completed the sale of its wholly owned Australian subsidiary, Seismic Asia Pacific Pty Ltd. for total contractual proceeds of approximately $660,000 U.S. dollars of which the Company received approximately $240,000 in cash

at closing and an unsecured, non-interest bearing two ~~years~~year note receivable in the amount of $420,000. The agreement also included a working capital adjustment of approximately $114,000 payable to the Company. We received payment of the working capital adjustment in August of 2019. The ~~working capital adjustment receivable and the~~ note receivable ~~were~~was recorded as other current ~~and other non-current~~ assets ~~respectively,~~ as of July 31, ~~2019.~~2020 and as other non-current assets as of January 31, 2020.

~~In August 2018,~~

15. Segment Reporting

With the designation of the Equipment Leasing segment as discontinued operations as of July 31, 2020, the Company completed the sale of its wholly owned Russian subsidiary, Mitcham Seismic Eurasia LLC (the “Buyer”) for total contractual proceeds of approximately $1.2 million U.S. dollars. Our agreement with the Buyer stipulated a series of eight (8) payments totaling the contractual proceeds, plus interest accruing at a rate of 9% per annum, with the final payment to be received on or before August 31, 2019. Through July 31, 2019 the Buyer has made payments totaling approximately $495,000. We are working with the Buyer and expect the remaining balance of contractual proceeds due, together with applicable interest, to be paidoperates in full. The amounts due from Buyer were recorded in accounts receivable at July 31, 2019 and January 31, 2019. As a result of the sale, the Company recorded a loss of approximately $4.9 million including recognition of approximately $5.4 million of cumulative translation losses which had been historically recorded in Accumulated Other Comprehensive Loss, a component of equity.

~~14. Segment Reporting~~

one segment, Marine Technology Products. The Marine Technology Products segment is engaged in the design, manufacture and sale of state-of-the-art seismic and offshore telemetry systems. Manufacturing, support and sales facilities are maintained in the ~~UK,~~United Kingdom, Singapore, Malaysia and the states of New Hampshire ~~with sales offices in Huntsville,~~and Texas.

16. Subsequent Event

On August 3, 2020, the Company, formerly Mitcham Industries, Inc., completed the reincorporation of the Company from the State of Texas ~~and, prior~~ to the ~~sale~~State of ~~SAP~~Delaware, including a name change to MIND Technology, Inc.. The change in ~~February 2019, Brisbane, Australia. See Note 13~~legal domicile and company name were approved by the affirmative vote of the holders of more than two-thirds of the votes of the Company’s common stock and Series A Preferred Stock, voting separately, at the Annual Meeting of Shareholders held on July 27, 2020. As part of the reincorporation merger, the shareholders approved an increase in the number of authorized shares of capital stock from 21,000,000 shares to ~~our condensed consolidated financial statements.~~42,000,000 shares, consisting of (i) 40,000,000 shares of Company’s common stock (up from 20,000,000 shares), and (ii) 2,000,000 shares of the Company’s preferred stock, par value $1.00 per share (up from 1,000,000 shares).

~~The Equipment Leasing segment offers for lease or sale, new and used seismic equipment~~Pursuant to the ~~oil~~terms of the reincorporation merger, each outstanding share of common stock and ~~gas industry, seismic contractors, environmental agencies, government agencies~~each share of Series A Preferred Stock of Mitcham Industries, Inc., the Texas corporation, automatically converted into one share of common stock and ~~universities.~~one share of Series A Preferred Stock, respectively, of MIND Technology, Inc., the Delaware corporation. Stockholders who hold physical stock certificates are not required to, but may, exchange stock certificates as a result of the reincorporation. The ~~Equipment Leasing segment is headquartered in Huntsville, Texas, with sales~~Company’s common stock and ~~services offices in Calgary, Canada; Singapore;~~Series A Preferred Stock continued to trade on the NASDAQ Global Select Market under their ticker symbols, “MIND” and ~~prior~~“MINDP”, respectively. The Company’s common stock was assigned a new CUSIP number of 602566 101 and the Company’s Series A Preferred Stock was assigned a new CUSIP number of 602566 200.

No changes have been made to the ~~sale~~Board, management, business or operations of ~~MSE~~the Company as a result of the reincorporation. The corporate headquarters will remain in ~~August 2018, Ufa, Bashkortostan, Russia. See Note 13 to our condensed consolidated financial statements.~~Texas.

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

Total Assets
As of July 31, 2019 As of January 31, 2019
(in thousands)
Marine Technology Products $ 47,057
$ 44,832
Equipment Leasing 15,990
20,469
Consolidated $ 63,047
$ 65,301

~~Results for the three months ended July 31, 2019 and 2018 were as follows (in thousands):~~

Revenues Operating loss Loss before taxes
2019 2018 2019 2018 2019 2018
Marine Technology Products $ 6,745
$ 6,012
$ (718 ) $ (1,016 ) $ (621 ) $ (973 )
Equipment Leasing 2,175
2,473
(1,551 ) (2,655 ) (1,674 ) (2,626 )
Corporate expenses —
—
(793 ) (905 ) (793 ) (905 )
Eliminations (22 ) (135 ) —
—
—
—
Consolidated $ 8,898
$ 8,350
$ (3,062 ) $ (4,576 ) $ (3,088 ) $ (4,504 )

~~Results for the six months ended July 31, 2019 and 2018 were as follows (in thousands):~~

Revenues Operating loss Loss before taxes
2019 2018 2019 2018 2019 2018
Marine Technology Products $ 12,727
$ 9,720
$ (1,879 ) $ (3,391 ) $ (1,782 ) $ (3,322 )
Equipment Leasing 6,110
6,520
(1,940 ) (5,022 ) (1,967 ) (4,916 )
Corporate expenses —
—
(1,699 ) (1,735 ) (1,699 ) (1,735 )
Eliminations (82 ) (277 ) —
—
—
1
Consolidated $ 18,755
$ 15,963
$ (5,518 ) $ (10,148 ) $ (5,448 ) $ (9,972 )

~~Sales from the Marine Technology Products segment to the Equipment Leasing segment are eliminated in consolidated revenues. Consolidated income before taxes reflects the elimination~~Table of profit from intercompany sales and depreciation expense on the difference between the sales price and the cost to manufacture the equipment. Fixed assets are reduced by the difference between the sales price and the cost to manufacture the equipment, less the accumulated depreciation related to the difference.Contents

CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS

Certain statements contained in this Quarterly Report on Form 10-Q (this “Form 10-Q”) may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Form 10-Q 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,” “may,” “will,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could” or other similar expressions are intended to identify forward-looking statements, which are 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. 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. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, those summarized below:

•risks associated with our manufacturing operations including availability and reliability of materials and components as well the reliability of the products that we manufacture and sale;

•loss of significant customers;

•increased competition;

•loss of key suppliers;

•intellectual property claims by third parties;

•the effect of uncertainty in financial markets on our customers’ and our ability to obtain financing;

•local and global impacts of the COVID-19 virus, including effects of responses of governmental authorities and companies to reduce the spread of COVID-19, such as shutdowns, travel restrictions and work-from-home mandates;

•uncertainties regarding our foreign operations, including political, economic, currency environmental regulation and export compliance risks;

•seasonal fluctuations that can adversely affect our business;

•fluctuations due to circumstances beyond our control or that of our customers;

•defaults by customers on amounts due us;

•possible further impairment of our long-lived assets due to technological obsolescence or changes in anticipated cash flow generated from those assets;

•inability to obtain funding or to obtain funding under acceptable terms; and

•demand for seismic data is not assured and depends on the level of spending by oil and gas companies for exploration, production and development ~~activities;~~activities, thereby potentially negatively impacted the value of our assets held for sale.

For additional information regarding known material factors that could cause our actual results to differ materially from our projected results, please see (1) Part II, “Item 1A. Risk Factors” of this Form 10-Q, ~~and~~ (2) Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 31, ~~2019.~~2020, and (3) the Company’s other filings filed with the SEC from time to time.

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. 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 statement after the date they are made, whether as the result of new information, future events or ~~otherwise.~~otherwise, except as required by law. All forward-looking statements included herein are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

~~We operate~~MIND Technology, Inc., a Delaware corporation, formerly Mitcham Industries, Inc., a Texas corporation, was incorporated in 1987. Effective August 3, 2020 we effectuated a reincorporation to the state of Delaware, name change to MIND Technology, Inc. and increase in the number of shares of common stock and preferred stock authorized for issuance. See Note 16 - “Subsequent Event” of our consolidated financial statements for additional details.

Historically, we have operated in two segments, Marine Technology Products and Equipment Leasing. During the second quarter of fiscal 2021 our Board determined to exit the Leasing Business and instructed management to develop and implement a plan to dispose of those operations. Accordingly, the assets, excluding cash, and liabilities of the Equipment Leasing segment are considered held for sale and the segment’s operations are presented as discontinued operations. See Note 3 to our condensed consolidated financial statements for more details.

Revenue from the Marine Technology Products segment includes sales of Seamap ~~products,~~equipment, sales of Klein ~~products~~equipment and through the first quarter of fiscal 2020, sales of oceanographic and hydrographic ~~products~~equipment by SAP. ~~As of January 31, 2019, the assets related to our SAP operations were classified as held for sale. We completed the sale of SAP during the quarter ended April 30, 2019.~~ This segment operates from locations near Bristol, United Kingdom, Salem, New Hampshire, ~~Singapore,~~Huntsville, Texas, Johor, Malaysia and ~~prior to~~in Singapore. During February 2019, the Company completed the sale of ~~SAP,~~its Australian operations in Brisbane, Australia. ~~During fiscal 2019 we established a new facility in Malaysia~~See Note 14 - “Sale of Subsidiaries” of our condensed consolidated financial statements for ~~the manufacture and repair of the SeaLink product line discussed in more detail below. This facility is in close proximity to our Singapore facility.~~additional details.

The discontinued operations of ~~our~~the Equipment Leasing segment ~~include~~includes all leasing activity, sales of lease pool equipment and certain other equipment sales and services related to those operations. This business ishad been conducted from our locations in Huntsville, Texas; Calgary, Canada; Bogota, Colombia; and Budapest, ~~Hungary and Singapore.~~Hungary. This ~~includes~~included the operations of our subsidiaries MCL, MEL ~~MML~~ and our branch in Colombia. ~~Prior to August 2018, we conducted leasing operations through MSE, our subsidiary located in Ufa, Russia.~~

Management believes that the performance of our Marine Technology Products segment is indicated by revenues from ~~product~~equipment sales and by gross profit from those sales. Management ~~further believes that the performance of our Equipment Leasing segment is indicated by revenues from equipment leasing and by the level of our investment in lease pool equipment. 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.

~~The following table presents certain operating information by operating segment.~~

For the Three Months Ended July 31, For the Six Months Ended July 31,
2019 2018 2019 2018
(in thousands) (in thousands)
Revenues:
Marine technology products $ 6,745
$ 6,012
$ 12,727
$ 9,720
Equipment Leasing 2,175
2,473
6,110
6,520
Less inter-segment sales (22 ) (135 ) (82 ) (277 )
Total revenues 8,898

8,350

18,755

15,963
Cost of sales:
Marine technology products 3,909
3,351
7,424
5,579
Equipment Leasing 2,129
3,274
4,790
7,556
Less inter-segment costs (22 ) (135 ) (82 ) (277 )
Total costs of sales 6,016

6,490

12,132

12,858
Gross profit (loss)
Marine technology products 2,836

2,661

5,303

4,141
Equipment leasing 46

(801 )
1,320

(1,036 )
Total gross profit 2,882

1,860

6,623

3,105
Operating expenses:
Selling, general and administrative 4,795
5,504
10,027
11,134
Research and development 498
312
813
682
Provision for doubtful accounts —
—
—
200
Depreciation and amortization 651
620
1,301
1,237
Total operating expenses 5,944

6,436

12,141

13,253
Operating loss $ (3,062 )
$ (4,576 )
$ (5,518 )
$ (10,148 )

Reconciliation of Net loss to EBITDA and Adjusted EBITDA
Net loss $ (3,136 ) $ (4,589 ) $ (5,551 ) $ (10,494 )
Interest expense (income), net 11
(17 ) 22
(35 )
Depreciation and amortization 1,829
3,096
3,960
6,399
Provision for income taxes 48
85
103
522
EBITDA (1) (1,248 ) (1,425 ) (1,466 ) (3,608 )
Non-cash foreign exchange losses 89
62
141
13
Stock-based compensation 169
242
341
368
Cost of lease pool sales 38
7
94
634
Adjusted EBITDA (1) $ (952 ) $ (1,114 ) $ (890 ) $ (2,593 )
Reconciliation of Net cash provided by operating activities to EBITDA
Net cash used in operating activities $ (1,652 ) $ (2,433 ) $ (3,503 ) $ (5,799 )
Stock-based compensation (169 ) (242 ) (341 ) (368 )
Provision for doubtful accounts —
—
—
(200 )
Provision for inventory obsolescence —
(115 ) —
(115 )
Changes in accounts receivable (current and long-term) (27 ) (398 ) (103 ) (1,886 )
Interest paid 13
1
27
2
Taxes paid, net of refunds 85
222
182
268
Gross profit from sale of lease pool equipment 417
710
780
1,246
Changes in inventory 1,871
562
2,372
1,406
Changes in accounts payable, accrued expenses and other current liabilities and deferred revenue (987 ) 875
(582 ) 609
Changes in prepaid expenses and other current assets (661 ) (85 ) 11
1,435
Foreign exchange losses, net (153 ) (48 ) (137 ) (64 )
Other 15
(474 ) (172 ) (142 )
EBITDA (1) $ (1,248 ) $ (1,425 ) $ (1,466 ) $ (3,608 )


	For the Three Months Ended July 31,						For the Six Months Ended July 31,
	2020		2019		2020		2019
Reconciliation of Net loss from Continuing Operations to EBITDA and Adjusted EBITDA
Net loss from Continuing Operations	$	(1,896)	$	(1,493)	$	(8,323)	$	(3,689)

Depreciation and amortization	714		639		1,479		1,275
Benefit for income taxes	(530)		(46)		(188)		(44)
EBITDA from continuing operations (1)	(1,712)		(900)		(7,032)		(2,458)
Non-cash foreign exchange losses	33		37		44		68

Stock-based compensation	219		169		449		341
Impairment of intangible assets	—		—		2,531		—

Adjusted EBITDA from continuing operations (1)	$	(1,460)	$	(694)	$	(4,008)	$	(2,049)
Reconciliation of Net Cash Provided by Operating Activities to EBITDA
Net cash used in operating activities	$	(3,495)	$	(1,652)	$	(2,566)	$	(3,503)
Stock-based compensation	(219)		(169)		(449)		(341)

Provision for inventory obsolescence	(23)		—		(45)		—
Changes in accounts receivable (current and long-term)	(46)		(168)		(3,181)		(1,480)
Interest paid	12		13		23		27
Taxes paid, net of refunds	97		85		246		182


Changes in inventory	143		1,883		699		2,668
Changes in accounts payable, accrued expenses and other current liabilities and deferred revenue	1,100		(1,129)		756		(884)
Impairment of intangible assets	—		—		(2,531)		—
Changes in prepaid expenses and other current and long-term assets	(310)		(504)		(469)		95
Foreign exchange (gains) losses, net	—		(5)		—		11
Reserve against non-current prepaid income taxes	—		(137)		—		(137)
Other	1,029		883		485		904
EBITDA from continuing operations (1)	$	(1,712)	$	(900)	$	(7,032)	$	(2,458)

~~(1)~~

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, non-cash costs of lease pool equipment sales, stock-based compensation and other non-cash tax related items. 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 and finance working capital requirements. 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 as alternatives to 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.

(1)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, non-cash costs of lease pool equipment sales, impairment of

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intangible assets, stock-based compensation and other non-cash tax related items. 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. These non-GAAP financial measures are not intended to replace the presentation of financial results in accordance with GAAP. Rather, 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 and finance working capital requirements. 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 as alternatives to 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.

Within our Marine Technology Products segment, we design, manufacture and sell a variety of products used primarily in oceanographic, hydrographic, defense, seismic and maritime security industries. Seamap’s primary products include (i) the GunLink ~~and Digishot~~ seismic source acquisition and control systems, which provide marine operators more precise control of exploration tools; (ii) the BuoyLink RGPS tracking system used to provide precise positioning of seismic sources and streamers (marine recording channels that are towed behind a vessel) and (iii) ~~beginning in fiscal 2019~~ SeaLink marine sensors and solid streamer systems (collectively the ~~"SeaLink"~~“SeaLink” product line or “towed streamer products”). These towed streamer products are primarily designed for three-dimensional, high-resolution marine surveys in hydrographic industry applications. Klein designs, manufactures and sells side scan sonar and water-side security systems to commercial, governmental and military customers throughout the world. SAP sells equipment, consumable supplies, systems integration, engineering hardware and software maintenance support services to the seismic, hydrographic, oceanographic, environmental and defense industries throughout Southeast Asia and Australia. We completed the sale

Our discontinued operations consist primarily of ~~SAP in the first quarter of fiscal 2020.~~

~~In our Equipment Leasing segment, we lease~~leasing seismic data acquisition equipment primarily to seismic data acquisition companies conducting land ~~transition zone and marine seismic~~ surveys worldwide. We ~~provide~~provided short-term leasing, typically for a term of less than one year, of seismic equipment to meet a customer’s requirements. All active leases at July 31, 2019 were for a term of less than one year. Seismic equipment held for lease is carried at cost, net of accumulated depreciation. We acquire some marine lease pool equipment from our Marine Technology Products segment. These amounts are carried in our lease pool at the cost to our Marine Technology Products segment, less accumulated depreciation. From time to time, we sell lease pool equipment. These sales are transacted when we have equipment for which we do not have near term needs in our leasing

business or which is otherwise considered excess. Additionally, when equipment that has been leased to a customer is lost or destroyed, the customer is charged for such equipment at amounts specified in the underlying lease agreement.

Our results of operations can experience fluctuations in activity levels due to a number of factors outside of our control. These factors include budgetary or financial concerns, difficulties in obtaining licenses or permits, security ~~issues,~~problems, labor or political issues, inclement weather, and ~~weather issues. Refer to Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2019 for list of risk factors.~~global pandemics. See Item 1A-- “Risk Factors.”

Business Outlook

We are continuing to transform Mitcham from its historical equipment leasing business that was heavily dependent upon oil and gas exploration activity. While our Equipment Leasing segment remains an important part of our business, increasingly we see greater opportunities for growth in our Marine Technology Products segment. Target markets for these products and services include commercial governmental organizations, both domestically and abroad,The COVID-19 pandemic has created significant uncertainty in the ~~hydrographic, oceanographic, security, defense~~global economy, which could have an adverse effect on the Company’s business, financial position, results of operations and ~~seismic industries.~~liquidity. The time frame for which disruptions related to the pandemic will continue is uncertain, as is the magnitude of any adverse impacts. We were required to temporarily shut-down our facilities in Malaysia and Singapore on March 17 and April 7, respectively. The Malaysia facility was reopened on April 21, 2020 with approximately 50% of its normal staff and resumed operations with 100% of its employees on May 4, 2020. In Singapore, we were able to continue limited shipping and receiving operations during the shutdown and were able to resume manufacturing operations on June 1, 2020.

The market for products produced and sold by Seamap is primarily dependent upon activity within the hydrographic, oceanographic and marine seismic industries, including the re-fitting or updating of existing vessels and the equipping of new vessels. The products are utilized by hydrographic and geotechnical survey vessels whose activities are not limitedOur other facilities have been allowed to oil and gas related operations. Our Seamap business has benefited from equipping new-build vessels and from re-equipping older vessels with newer, more efficient technology. Recent increased activity for ocean bottom node surveys has resulted in additional inquiries for Seamap's source controller and RGPS positioning products. In addition,operate, although at reduced efficiencies as ~~Seamap has expanded its installed base of products our business for replacements, spare parts, repairs and support services has expanded.~~certain employees have worked remotely. We expect ~~the SeaLink product line, which was introduced in the first quarter of fiscal 2019,~~these disruptions will further expand the opportunities for Seamap and allow us to bundle various products and equipment for a given project. Although the Sealink product line did not make a significant contribution in fiscal 2019, due mainly to the costs associated with opening a new production facility and initiating manufacturing and repair activities of the towed streamer products,we expect increasing revenues from this product line in fiscal 2020 and beyond. Based on orders received to date, we believe our production facility in Malaysia will operate near capacity for the balance of fiscal 2020. We are investigating various ways in which to increase our capacity in that facility.

The demand for Seamap’s products and services has a direct correlation to the overall level of seismic exploration activity. However, we believe the expansion of our product offerings and the desire of customers to upgrade to newer, more efficient technology will mitigate to some extent, the impact of fluctuations in seismic exploration activity. While Seamap is not solely dependent on activity related to oil and gas exploration activity, a recovery of activity in marine exploration activity in the petroleum industry could have a ~~materially beneficial~~negative effect on our ~~results~~business; however, the magnitude of ~~operations.~~such effect is uncertain. Management believes that the negative impact will be temporary, but there can be no assurance of that.

Customers for Klein’s products primarily consist of domestic and foreign governmental and military organizations and commercial entities involved in the hydrographic and oceanographic industries. In the first quarter of fiscal 2020 Klein introduced a new, “gap-filler” technology called MA-X. The traditional "gap-filler" solutions tend to be expensive or of low image quality. We believe Klein’s MA-X technology will provide a cost-effective solution with unmatched image quality and an estimated 40% increase in the coverage rate and survey efficiency. We remain optimistic that revenue from our sonar products will return to historical and anticipated levels based on our current inventory of project pursuits, pending orders and independent projections of increased world-wide demand for sonar products. Furthermore, we believe the recently introduced MA-X technology will have a positive effect on the demand for Klein’s sonar products.

~~We completed the sale of SAP~~Additionally, oil prices declined sharply during the first quarter of fiscal ~~2020. Accordingly,~~2021 in response to the ~~operations~~economic effects of ~~SAP did not~~the COVID-19 pandemic and the announcement of Saudi Arabia’s abandonment of output restraints. Oil prices have ~~a material~~partially recovered recently, but the decline could have an adverse effect on our ~~results~~customers in the energy industry, which could in turn cause them to cancel or delay projects and orders with us and could impair their ability to make payments to us. However, to date we have had no significant orders cancelled and continue to respond to inquiries from customers in all market segments, including energy related. Many of ~~operations.~~our marine customers have recently indicated increases in backlog, which we believe is a positive indication of a recovery later in fiscal 2021 and beyond.

~~During the three and six~~

In recent months, ~~ended July 31, 2019 our Marine Technologies Products segment has experienced an increase in both~~we have continued to experience significant inquiries and bid activity and have conducted a number of demonstrations for various customers, including the U.S. Navy. However, we believe many customers have delayed purchase commitments due to the uncertainty in the global economy. Accordingly, we have not experienced the level of firm orders that we would have normally expected. It is not clear how long this reduced order ~~activity.~~activity will persist; however, we expect it to continue at least through the third quarter of fiscal 2021. As of July 31, ~~2019~~2020, our backlog of firm orders for ~~this~~our Marine Technology Products segment was approximately ~~$14.1~~$7.6 million, as compared to approximately ~~$11.0~~$10.2 million as of April 30, ~~2019~~2020 and ~~$8.7~~$8.9 million as of January 31, ~~2019.~~2020. We expect ~~substantially~~ all of these orders to be completed within fiscal ~~2020.~~2021. 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. ~~During~~

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Going forward we intend to address three primary markets in our Marine Technology Products segment -

•Marine Survey

•Marine Exploration

•Maritime Defense

Specific applications within those markets include sea-floor survey, search and recovery, mineral and geophysical exploration, mine counter measures and anti-submarine warfare. We have existing technology and products that meet needs across all these markets such as -

•Side-scan sonar

•Bathymetry systems

•Acoustic arrays, such as SeaLink

•Marine seismic equipment, such as GunLink and BuoyLink

We see a number of opportunities to add to our technology and to apply existing technology and products to new applications.

In connection with these proposed changes and in recognition of our focus on our marine technology products business, as well as recent changes in the ~~second quarter of~~global energy markets, we believe that it is now appropriate to exit the Leasing Business.

In fiscal 2020, we ~~received the first orders for, what~~introduced new sonar technology that we refer to as “MA-X”. We believe this to be revolutionary sonar technology that ~~was introduced~~will significantly expand the opportunities available to us. We have received and delivered orders related to this new technology and continue to respond to orders and inquiries related to this technology, including some for military related applications. While the MA-X technology has not had a material impact on our results of operations to date, we believe this technology will result in ~~the first quarter of this fiscal year. We expect to deliver these initial orders~~significant new opportunities for us. Also, in ~~the third quarter of~~ fiscal 2020, we received an order from a manufacturer of unmanned underwater vehicles (“UUV’s”) for a MA-X related product to be installed on one of their UUV’s. This request relates to a potentially significant program for the U.S. Navy. While this specific order may not have a material impact on our results of operations, we believe this, and similar opportunities could have a material impact on our operations. During the current fiscal year we also introduced technology based on MA-X specifically focused on the rapidly grown autonomous vehicle market and entered into an agreement with a major European defense contractor for the joint offering of synthetic aperture sonar (“SAS”). We believe that each of these initiatives can significantly expand our serviceable market.

We also are pursuing a number of ~~other opportunities for this~~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 ~~commercial~~others and ~~military customers.~~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. Certain of the business opportunities that we are pursuing are with military or other governmental organizations. The sales cycle for these projects can be quite long and can be impacted by a number of factors, including ~~competitive factors~~the level of competition and budget limitations. Therefore, the timing of contract awards is often difficult to predict. ~~We also~~However, once awarded, programs of this type can extend for a number of years. In addition, we are pursuing a number of opportunities related to activity within the marine seismic industry. Certain projects, for which we anticipate providing equipment, including source controllers, have not progressed as rapidly as we had anticipated and had been indicated by our customers. Based on information from our customers, we believe these projects remain viable and will proceed. However, the timing of orders and delivery of products isremain uncertain.

Demand for the rental of land seismic exploration equipment varies by geographic region and has been very sporadic in recent periods. We expect continuing demand in Europe, Australia, North America and improving demand in South America during fiscal 2020. Although we anticipate opportunities for projects in other parts of the world, competition is generally intense and there is no assurance that we will have the opportunity to provide equipment for such projects. We believe that specific situations may arise to reallocate capital from existing assets to other, newer technology thereby creating additional rental opportunities.

In response to ~~a decline in activity in some regions~~the effects of the COVID-19 pandemic and the, current economic environment we have taken steps to reduce expenses including the layoff or furloughing of certain employees and contractors and the deferral of other expenditures. Should the effects of the pandemic and low commodity prices continue, we may take further steps to reduce costs. We believe the majority of our costs are variable in nature, such as ~~by reducing personnel, down-sizing facilities~~raw materials and ~~relocating certain inventory and lease pool assets~~labor related costs. Accordingly, we believe we can reduce such costs commensurate with any declines in our business.

During fiscal 2021, the Company received a Singapore government grant pursuant to ~~more active locations. Specifically,~~its Job Support Scheme, which primary objective is to assist companies in ~~fiscal 2019 we significantly reduced our presence in Colombia and Canada, and sold~~retaining local employees during the COVID-19 pandemic. Similar to the Singapore government grant our operations in ~~Russia. In addition, we sold~~the United Kingdom were also recipients of the government backed Job Retention Scheme. Proceeds from the Job Support Scheme and the Job Retention Scheme were approximately $293,000 and approximately $119,000, respectively. Continued use of these government job schemes will be dependent on availability and our ~~operations in Australia in~~ability to qualify for the ~~first quarter of fiscal 2020.~~assistance.

A significant portion of our revenues are generated from foreign sources. For the six months ended July 31, 2019 and 2018, revenues from international customers totaled approximately $15.2 million and $13.4 million, respectively. These amounts represent 81% and 84% of consolidated revenues in those fiscal periods, respectively. The majority of our transactions with foreign customers are denominated in United States dollars. We have not entered, nor do we intend to enter, into derivative financial instruments for hedging or speculative purposes.

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

Results of Continuing Operations

Revenues for the three months ended July 31, ~~2019~~2020 were approximately ~~$8.9~~$5.1 million compared to approximately ~~$8.4~~$6.8 million for the three months ended July 31, ~~2018.~~2019. For the six months ended July 31, ~~2019~~2020, revenues were approximately ~~$18.8~~$8.3 million, compared to

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approximately ~~$16.0~~$12.9 million for the six months ended July 31, ~~2018. The increase~~2019. We believe the decrease in ~~the second quarter of~~ fiscal ~~year 2020~~2021 periods is due in large part to ~~higher Marine Technology Product revenue, an increase in other equipment sales offset by lower lease pool and equipment leasing revenue between~~restrictions on commerce as a result of the periods. The increase in the fiscal 2020 six-month period compared to the prior year is primarily due to higher Marine Technology Product revenue offset by reduced lease pool equipment and other equipment sales.global pandemic. For the three months ended July 31, ~~2019,~~2020, we generated an operating loss of approximately ~~$3.1~~$2.4 million, compared to an operating loss of approximately ~~$4.6~~$1.7 million for the three months ended July 31, ~~2018.~~2019. For the six months ended July 31, ~~2019,~~2020, we generated an operating loss of approximately ~~$5.5~~$8.6 million, compared to an operating loss of approximately ~~$10.1~~$3.9 million for the six months ended July 31, ~~2018. The decrease~~2019.The increase in operating loss ~~for~~during the three and six month periods ended July 31, ~~2019~~2020 is ~~due~~ primarily attributable to ~~contribution from incremental Marine Technology Product sales, improved margins~~a goodwill impairment expense in our ~~Equipment Leasing segment~~Seamap reporting unit, lower revenue contribution and ~~lower general~~an increase in research and ~~administrative costs as a result of cost cutting measures implemented in fiscal 2019 and the sale of our MSE and SAP subsidiaries.~~development costs. A more detailed explanation of these variations follows.

Revenues and Cost of Sales

~~Marine Technology Products~~

Revenues and cost of sales for our Marine Technology Products segment were as follows:


	Three Months Ended July 31,						Six Months Ended July 31,							Three Months Ended July 31,									Six Months Ended July 31,
	2019			2018			2019			2018				2020			2019			2020			2019
	(in thousands)						(in thousands)							(in thousands)									(in thousands)
Revenues:													Revenues:
Seamap	$	4,904		$	3,814		$	9,228		$	5,566		Seamap	$	4,080		$	4,999		$	6,293		$	9,397
Klein	1,841			1,591			3,402			3,103			Klein	1,003			1,841			2,244			3,402
SAP	—			797			101			1,277			SAP	—			—			—			101
Intra-segment sales	—			(190		)	(4		)	(226		)	Intra-segment sales	—			—			(242)			(4)
	6,745			6,012			12,727			9,720				5,083			6,840			8,295			12,896
Cost of sales:													Cost of sales:
Seamap	2,307			1,785			4,630			2,629			Seamap	2,281			2,431			4,175			4,856
Klein	1,602			1,090			2,703			2,126			Klein	785			1,602			1,861			2,703
SAP	—			666			95			1,064			SAP	—			—			—			95
Intra-segment sales	—			(190		)	(4		)	(240		)	Intra-segment sales	—			—			(242)			(4)
	3,909			3,351			7,424			5,579				3,066			4,033			5,794			7,650
Gross profit	$	2,836		$	2,661		$	5,303		$	4,141		Gross profit	$	2,017		$	2,807		$	2,501		$	5,246
Gross profit margin	42		%	44		%	42		%	43		%	Gross profit margin	40		%	41		%	30		%	41		%

A significant portion of Seamap’s sales ~~consist~~consists of large discrete orders, the timing of which is dictated by our customers. This timing generally relates to the availability of a vessel in port so that our products can be installed. Accordingly, there can be significant variation in sales from one period to another, which does not necessarily indicate a fundamental change in demand for these products. ~~Although demand remains soft within~~In the ~~marine seismic industry~~second quarter of fiscal 2020 we delivered a SeaLink system for installation on a vessel built for the Japanese Coast Guard. The value of this order was approximately $1.8 million. We believe the decline in ~~general, we believe that~~Seamap revenues is due in large part to temporary delays caused by the COVID-19 pandemic, including the temporary shutdown of our production facilities. As discussed in previous periods, a particular order of approximately $1.8 million has been delayed from the first quarter of fiscal 2021 and was expected to be completed and recognized in the second quarter of fiscal 2021. As of July 31, 2020 the order was completed and ready for shipment. However, due to travel restrictions, the customer has been unable to arrange shipment and take delivery of the equipment. Accordingly, we have ~~continued~~not recognized the associated revenue as of July 31, 2020. We expect the shipment to ~~experience demand for Seamap’s products because operators~~be completed in the third quarter of marine seismic vessels have been upgrading technology on remaining vessels in order to improve operating efficiency. In addition, some hydrographic survey operators have continued to increase their capacity and upgrade technology.fiscal 2021. The gross profit and gross profit margins generated by sales of Seamap products were approximately ~~$2.6~~$1.8 million and ~~53%~~44% in the second quarter of fiscal ~~2020~~2021 and approximately ~~$2.0~~$2.6 million and ~~53%~~51% in the second quarter of fiscal ~~2019.~~2020. The ~~gross profit and~~decrease in gross profit margins ~~generated by sales of Seamap~~

products were approximately $4.6 million and 50% during the six-month period ended July 31, 2019 and approximately $2.9 million and 53% during the six month period ended July 31, 2018. The fluctuation in gross profit margin amongbetween the periods ~~was~~is due primarily to ~~changes~~lower manufacturing activity which resulted in product mix. The first quarter and first six months of fiscal 2020 included approximately $1.0 million and $1.8 million, respectively, in revenue related to our SeaLink product line that was introduced inlower overhead absorption during the ~~first quarter of fiscal 2019. During the second quarter of fiscal 2020 we delivered the first new-build SeaLink system to a customer in Asia.~~period.

Revenue from the sale of Klein products was approximately ~~$1.8~~$1.0 million for the second quarter of fiscal ~~2020, moderately higher than the revenue generated~~2021 versus approximately $1.8 million in the ~~comparable period~~prior year period. We believe the decline in revenue is partially due to the effects of ~~fiscal 2019.~~the COVID-19 pandemic. Gross profit was ~~lower between the periods at~~approximately $218,000 and $239,000 ~~and $501,000~~ for the second quarter of fiscal ~~2020~~2021 and ~~2019,~~2020, respectively. The decline in gross profit margin in the second quarter of fiscal ~~2019~~2021 was due ~~to certain production inefficiencies related~~mainly to the ~~introduction~~mix of ~~new~~ products ~~and activities surrounding~~sold between the ~~implementation of a new manufacturing resource planning system.~~comparative periods.

During the first quarter of fiscal 2020 we completed the sale of SAP thus resulting in no revenues from SAP for the second quarter of fiscal 2020 compared to $797,000 for the same period in the prior fiscal year. For the six month periods ended July 31, 2019 and 2018, revenue from SAP was approximately $101,000 and $1.3 million, respectively.

~~Equipment Leasing~~

~~Revenues and cost of sales from our Equipment Leasing segment were comprised of the following:~~

Three Months Ended
July 31,

Six Months Ended
July 31,
2019 2018 2019 2018
(in thousands) (in thousands)
Revenue:
Equipment leasing $ 1,373
$ 1,630
$ 4,751
$ 4,327
Lease pool equipment sales 455
718
874
1,881
Other equipment sales 347
125
485
312
2,175

2,473

6,110

6,520
Cost of sales:
Direct costs-equipment leasing 737
797
1,702
1,725
Lease pool depreciation 1,143
2,445
2,589
5,099
Cost of lease pool equipment sales 38
7
94
634
Cost of other equipment sales 211
25
405
98
2,129

3,274

4,790

7,556
Gross profit (loss) $ 46

$ (801 )
$ 1,320

$ (1,036 )

Equipment leasing revenues during the second quarter of fiscal 2020 decreased approximately 16% to $1.4 million compared to $1.6 million for the second quarter of fiscal 2019 and increased approximately 10% in the first six months of fiscal 2020 as compared to the first six months of fiscal 2019. The decrease in the second quarter is primarily due to reduced activity in the Europe and Singapore during the period. The increase in the six month period ended July 31, 2019 was driven by higher land leasing in North America offset by lower revenues from Canada, Europe, Singapore and Russia. Marine leasing revenue decreased in the current fiscal quarter compared to the same period in the prior fiscal year.

Direct costs related to equipment leasing were relatively flat at $737,000 and $797,000 for the second quarter of fiscal 2020 and 2019, respectively. A significant portion of direct costs are generally fixed and therefore do not fluctuate with the level of leasing revenue. However, these costs also include sub-lease payments to certain OEM’s under revenue sharing arrangements which do fluctuate with the level of leasing revenue. For the second quarter of fiscal 2020, lease pool depreciation decreased approximately $1.3 million or 53% from the same period in the prior fiscal year. The decrease reflects the recent sales of lease pool equipment, including the sale of MSE during the third quarter of fiscal 2019, reduced purchases of lease pool equipment and the effect of certain equipment becoming fully depreciated.

Operating Expenses

General and administrative expenses for the three months ended July 31, ~~2019~~2020 decreased to approximately ~~$700,000 to $4.8~~$3.0 million ~~compared to $5.5~~from approximately $3.4 million for the three months ended July 31, ~~2018.~~2019. General and administrative expenses for the six months ended July 31, ~~2019~~2020 decreased approximately ~~$1.1~~$1.2 million to ~~$10.0~~$5.9 million compared to ~~$11.1~~$7.1 million for the six months ended July 31, ~~2018.~~2019. The decrease toin general and administrative expenses is primarily due to reduced travel and entertainment expense as a result of restrictions due to the global

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pandemic, reductions in salary and rent costs due to the offset of government subsidies received in several international locations and the impact of various strategic restructuring activities implemented in fiscal ~~2019, plus lower~~2020.

In recognition of the need to control costs ~~due~~in the current environment, effective May 1, 2020, Robert P. Capps, Co-Chief Executive Officer, Executive Vice President of Finance and Chief Financial Officer, and Guy Malden, Co-Chief Executive Officer and Executive Vice President of Marine Systems, both agreed to ~~the sale of MSE and SAP.~~a temporary 20% reduction in base salary. In addition, our Board has agreed to a temporary 25% reduction in cash compensation.

Depreciation and amortization ~~expense includes~~expenses include depreciation of equipment, furniture and fixtures and the amortization of intangible assets. These costs were approximately ~~$651,000~~$700,000 and ~~$1.3~~$1.4 million in the three and six month periods ended July 31, ~~2019,~~2020, respectively, as compared to approximately ~~$620,000~~$605,000 and $1.2 million in the three and six month periods ended July 31, ~~2018,~~2019, respectively. The ~~small increase in~~higher depreciation and amortization expense in the three and six month periods of fiscal ~~2020~~2021 is due primarily ~~reflects~~to asset additions associated with the start-up of our Malaysian manufacturing facility and the amortization of intangible assets related to a recent software upgrade.

Due to deterioration in macroeconomic factors and a decline in the market value of our ~~software upgrade implementation.~~equity securities subsequent to January 31, 2020, we concluded that goodwill was impaired and recorded an impairment charge of approximately $2.5 million in the quarter ended April 30, 2020. The goodwill impairment indicated that there was potential impairment of our other intangible and long-lived assets. Accordingly, we performed an analysis of the undiscounted future cash flow from those assets and concluded that there was no impairment. During the three months ended July 31, 2020 there have been no substantive indicators of additional impairment.

Provision for Income Taxes

Our tax ~~provision~~benefit for the ~~three and~~six months ended July 31, 2020 was approximately $188,000. For the six months ended July 31, 2019, ~~was~~we reported tax benefit of approximately ~~$48,000 and approximately $103,000, respectively. For the three and six months ended July 31, 2018, our tax provision was approximately $85,000 and approximately $522,000, respectively. We~~$44,000. Our recorded tax ~~provisions~~benefit in the ~~three and six month~~six-month periods ended July 31, 2020 and 2019, ~~and 2018, despite generating a loss~~are less than the benefit that would be derived by applying the applicable statutory rate to income before ~~income taxes~~tax from continuing operations in each of these periods, due mainly to the effect of ~~foreign withholding taxes~~permanent differences between book and taxable income, including impairment expense, and recording valuation allowances against increases in our deferred tax assets.

Results of Discontinued Operations

Revenues and cost of sales from our Equipment Leasing segment were comprised of the following:


	For the Three Months Ended July 31,			For the Six Months Ended July 31,
	2020	2019	2020	2019
Revenues:
Equipment leasing	622	1,281	3,197	4,555
Lease pool equipment sales	573	455	2,010	874
Other equipment sales	35	341	211	462
	1,230	2,077	5,418	5,891
Cost of sales:
Direct costs-equipment leasing	762	697	1,607	1,654
Lease pool depreciation	772	1,059	1,698	2,411
Cost of lease pool equipment sales	98	38	684	94
Cost of other equipment sales	10	208	137	355
	1,642	2,002	4,126	4,514
Gross profit (loss)	(412)	75	1,292	1,377
Operating expenses:
Selling, general and administrative	1,476	1,415	3,176	2,890
Provision for doubtful accounts	470	—	470	—
Depreciation and amortization	41	46	85	95
Total operating expenses	1,987	1,461	3,731	2,985
Operating loss	(2,399)	(1,386)	(2,439)	(1,608)
Other income (expenses)	72	(163)	75	(106)
Loss on disposal (including $2,745 of cumulative translation loss)	(1,859)	—	(1,859)	—
Loss before income taxes	(4,186)	(1,549)	(4,223)	(1,714)
Provision for income taxes	(522)	(94)	(700)	(147)
Net loss	(4,708)	(1,643)	(4,923)	(1,861)

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Revenue from discontinued operations during the second quarter of fiscal 2021 decreased approximately 41% to $1.2 million compared to $2.0 million for the second quarter of fiscal 2020 and decreased approximately $500,000, or 8% in the first six months of fiscal 2021 as compared to the first six months of fiscal 2020. The reduction in revenue is due to lower equipment leasing activity in the three and six month comparable periods, primarily as a result of the global pandemic, while revenue from lease pool equipment sales is higher in the three and six month comparable periods.

Direct costs related to equipment leasing were relatively flat in the three and six month periods ending July 31, 2020 as compared to the prior year periods, despite lower equipment leasing revenue in fiscal 2021 due mainly to the impact of sub-lease payments to certain OEMs under revenue sharing arrangements. For the six months of fiscal 2021, lease pool depreciation decreased approximately $700,000 from the same period in the prior fiscal year, reflecting recent sales of lease pool equipment and the effect of certain equipment becoming fully depreciated.

Selling, general and administrative costs increased approximately $300,000 during the six months ended July 31, 2020 as compared to the prior year period. The increase was due primarily to accrued severance and other costs related to the Board’s decision to exit the Leasing Business

The loss on disposal of approximately $1.9 million reflects the amount by which the unadjusted carrying value of the net assets of the Leasing Business exceed the estimated proceeds of the planned sale of the business. The unadjusted carrying value of the Leasing Business includes approximately $2.7 million of cumulative translation adjustment which has historically been recorded in Accumulated Other Comprehensive Loss, a component of equity.

Our provision for income taxes for the three and six months ended July 31, 2020 are approximately $522,000 and $700,000, respectively, on loss before income tax of approximately $4.2 million for the three and six month periods. Our provision varies from the expected provision based on the U.S. statutory rate due primarily to the effect of foreign withholding taxes, and because we have recorded valuation allowances against the increase in our deferred tax assets in the respective periods.

Liquidity and Capital Resources

As discussed above, the COVID-19 pandemic and the decline in oil prices has created significant uncertainty in the global economy, which could have an adverse effect on our business, financial position, results of operations and liquidity. The period for which disruptions related to the pandemic will continue is uncertain, as is the magnitude of any adverse impacts. We believe that any negative impacts will be temporary, but there can be no assurance of that.

The Company has a history of losses, has had negative cash from operating activities in each of the last two years and its cash balance as of July 31, 2020 is lower than at January 31, 2020. For the past three years, the Company has generated significant cash from the sale of preferred stock pursuant to an “at the market” program. That program has been completed and no further preferred shares can be sold pursuant to it.

Due to the above factors, there is substantial doubt about the Company’s ability to meet its obligations as they arise over the next twelve months. However, management believes there are compensating factors and actions that can be taken to address these uncertainties, including the following:

•The Company has no funded debt or other outstanding obligations, outside of normal trade obligations.

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

•The Company has working capital of approximately $22.6 million as of July 31, 2020, including cash of approximately $2.6 million, which is a decrease from approximately $3.1 million of cash at January 31, 2020.

•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. Certain cost reduction measures have been implemented, the effects of which are expected to be reflected in future periods.

•The majority of the Company’s costs are variable in nature, such as raw materials and personnel related costs. The Company has terminated or furloughed certain employees and contractors.

•Despite the temporary suspension of operations in Malaysia and Singapore, operations have continued uninterrupted at other locations. Certain of these operations have been deemed “essential businesses” by authorities. However, there can be no assurance that further suspensions will not occur in the future.

•The Company has a backlog of orders of approximately $7.6 million as of July 31, 2020 that is primarily related to customers not engaged in the energy industry. Production for certain of these orders was in process and included in inventory as of January 31, 2020, thereby reducing the liquidity needed to complete the orders.

•There are various government sponsored grant or loan programs, both in the United States and in certain foreign locations which are available to the Company. The Company received approximately $1.6 million in U.S. government sponsored loans pursuant to the Small Business Association’s Paycheck Protection Program (“PPP”) and has received lesser amounts of government grants in several foreign jurisdictions. The PPP loans are in the form of two-year promissory notes. Management believes a significant portion of the $1.6 million PPP loan will be forgiven under the terms of the PPP.

•Management expects to generate cash from the sale of the Leasing Business or the related underlying assets.

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•The Company has declared and paid the quarterly dividend on its Series A Preferred Stock for the quarter ending July 31, 2020, but such quarterly dividends could be suspended in the future.

•In July, The Company received shareholder approval and effective August 2020 increased the authorized number shares of common and preferred shares available for issuance. Management believes this increase in authorized capital provides significant additional financing flexibility, including the possibility of subsequent future “at-the-market” offerings of common and preferred stock.

•Based on publicized transactions and preliminary discussions with potential funding sources, management believes that other sources of debt and equity financing are available should the need arise.

Our principal sources of liquidity and capital ~~in recent periods~~over the past three fiscal years have been ~~cash on hand,~~ proceeds from issuances of preferred stock and from the sale of lease pool ~~equipment~~equipment.

The Series A Preferred Stock has been issued in the June 2016 offering, as consideration to MHI and ~~net proceeds from~~in the ~~issuance~~ATM program. The Series A Preferred Stock (i) allows for redemption on at our option (even in the event of a change of control), (ii) does not grant holders with voting control of our Board of Directors, and (iii) provides holders with a conversion option (into common stock) only upon a change of control which, upon conversion, would be subject to a limit on the maximum number of shares of common stock to be issued. Through January 31, 2020, we have issued 994,046 shares of our Series A Preferred Stock. ~~We believe that our liquidity needs for~~The 994,046 shares represent 100% of the ~~next 12 months will be met from cash on hand, cash provided by operating activities and net proceeds from the issuance of Preferred Stock. As of July 31, 2019 we had 76,736 of our~~Series A Preferred Stock ~~remaining~~ available ~~to be issued~~for sale through our ATM program. ~~We may also generate cash from the sale~~Under our Amended and Restated Certificate of ~~additional lease pool equipment from time to time. However, should our needs~~Incorporation, we have 2,000,000 shares of preferred stock and 40,000,000 shares of common stock authorized which we believe provides capacity for ~~liquidity increase, such as to make an acquisition, we may seek to issue debt~~subsequent issues of common or ~~other equity securities.~~preferred stock/

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


	For the Six Months Ended July 31,
	2020		2019
	(in thousands)
Net cash used in operating activities	$	(2,566)	$	(3,503)
Net cash provided by investing activities	1,598		622
Net cash provided by financing activities	489		1,036
Effect of changes in foreign exchange rates on cash and cash equivalents	(117)		(65)
Net decrease in cash and cash equivalents	$	(596)	$	(1,910)

For the Six Months Ended
July 31,
2019 2018
(in thousands)
Net cash used in operating activities $ (3,503 ) $ (5,799 )
Net cash provided by (used in) investing activities 622
(2,081 )
Net cash provided by financing activities 1,036
4,654
Effect of changes in foreign exchange rates on cash and cash equivalents (65 ) 189
Net decrease in cash and cash equivalents $ (1,910 )
$ (3,037 )

As of July 31, ~~2019,~~2020, we had working capital of approximately ~~$26.8~~$22.6 million, including cash and cash equivalents and restricted cash of approximately ~~$7.6~~$2.6 million, as compared to working capital of approximately ~~$28.8~~$31.0 million, including cash and cash equivalents and restricted cash of approximately ~~$9.5~~$3.2 million, at January 31, ~~2019.~~2020. Our working capital decreased during the first six months of fiscal 2021 as compared to January 31, 2020 due primarily to a decrease in cash and cash equivalents, reductions in accounts receivable and an increase in accounts payable. During the ~~second quarter~~first six months of fiscal year ~~2020,~~2021, we ~~committed to purchase~~made payments of approximately ~~$3.1 million of~~$110,000 for lease pool equipment. In connection with this commitment we paid a cash deposit of $1.6 million which is classified as prepaid expenses and other current assets on our condensed consolidated balance sheet as of July 31, 2019.equipment purchased during fiscal year 2020.

Cash Flows from Operating Activities. Net cash used in operating activities was approximately ~~$3.5~~$2.6 million in the first six months of fiscal ~~2020~~2021 as compared to approximately ~~$5.8~~$3.5 million of net cash used in operating activities in the first six months inof fiscal ~~2019.~~2020. The decrease ~~in net cash used in operating activities~~between the two periods resulted primarily from ~~the change in earnings between the periods and~~ changes in working capital items such as cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities.

Cash Flows from Investing Activities. Cash provided from Cash provided from investing activities increased during the first six months of fiscal ~~2020~~2021 compared to the same period in the prior year. The increase is primarily due to a cash ~~outlay~~from sale of ~~$3.0 million in the first quarter of fiscal 2019 for the purchase of Hydroscience. Refer to Note 5 to our condensed consolidated financial statements for further discussion.~~lease pool equipment.

In the first six months of fiscal ~~2020~~2021 proceeds from the sale of lease pool equipment totaled approximately ~~$1.2~~$2.0 million compared to approximately ~~$2.8~~$1.2 million in the first six months of fiscal ~~2019. From time~~2020. Due to ~~time~~the decision to exit the Leasing Business we ~~may seek~~are currently seeking to sell ~~certain~~all of the remaining equipment from our lease pool. ~~In particular, we may sell~~However, there is no guarantee additional sales of lease pool equipment ~~in response to specific demand from customers if the selling price exceeds the estimated present value of projected future leasing revenue from that equipment.~~will occur. Accordingly, cash flow from the sale of lease pool equipment is unpredictable.

~~We expect that proceeds~~ Proceeds from any additional sales of lease pool equipment will be ~~reinvested in other lease pool equipment,~~ deployed in other areas of our business or used for general corporate ~~purposes.~~purposes..

Cash Flows from Financing ~~Activities~~.Activities. Net cash provided by financing activities in the first six months of fiscal ~~2020~~2021 consisted of approximately ~~$2.0~~$1.6 million of proceeds from ~~sales of Preferred Stock,~~the PPP Loans offset by ~~$970,000~~approximately $1.1 million of ~~Preferred Stock~~preferred stock dividend payments, as compared to approximately ~~$5.5~~$2.0 million of proceeds from sales of preferred stock, offset by approximately ~~$796,000~~$1.0 million of ~~Preferred Stock~~preferred stock dividend payments in the prior year period. ~~Sales~~As of July 31, 2020, there were 994,046 shares of Series A Preferred Stock ~~during~~outstanding, which represents 100% of the ~~first six months of fiscal 2019 included $4.0 million of proceeds from a privately negotiated transaction with MHI. See Note 5 to~~Series A Preferred Stock available for sale through our ~~condensed consolidated financial statements for more details.~~ATM program. Based on the Preferred Stock outstanding at July 31, ~~2019,~~2020, annual dividend requirements are approximately ~~$2.1~~$2.2 million. Subsequent to July 31, 2020, the Company effectuated a shareholder approved reincorporation to the state of Delaware, name change to MIND Technology, Inc. and increase in the number of shares of common stock and preferred stock authorized for issuance. See Note 16 - “Subsequent Event” of our condensed consolidated financial statements for

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additional details. The Company may issue up to 40,000,000 shares of common stock and 2,000,000 shares of preferred stock.Management believes this provides significant additional financing flexibility, including the possibility of future “at-the-market” offerings of common and preferred stock.

We currently do not have a line of credit or other bank credit facilities. From time to time, we may engage in discussions with one or more commercial banks regarding establishing a credit facility or facilities. ~~There~~However, there can be no assurance that we will be able to establish any such ~~facilities.~~facilities if and when needed and to the extent required, on acceptable terms or at all. We would intend to use such facilities for short-term working capital needs and to support letter of credit requirements from time to time. In connection with the temporary importation of our lease pool equipment into some countries, we are required to post import bonds with the customs authorities of that country. In addition, fromrequirements. From time to time we are required to provide performance bonds related to the sale and delivery of new equipment. These bonds are normally provided by insurance companies, surety companies or local banks. In some cases, the party issuing the bond requires that we post collateral to secure our obligations under the bonds. ~~As of July 31, 2019 we had provided approximately $150,000 of cash collateral to secure these obligations.~~

As of July 31, ~~2019~~2020, we had deposits in foreign banks consisting of both U.S. dollar and foreign currency deposits equal to approximately ~~$4.9~~$2.2 million. We believe all ~~$4.9~~$2.2 million of these deposits could be distributed to the United States without any adverse tax consequences.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

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Item 3.Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk, which is the potential loss arising from adverse changes in market prices and rates. We have not entered, and do not intend to enter, into derivative financial instruments for hedging or speculative purposes.

Foreign Currency Risk

We operate in a number of foreign locations, which gives rise to risk from changes in foreign currency exchange rates. To the extent possible, we attempt to denominate our transactions in foreign locations in U.S. dollars. For those cases in which transactions are not denominated in U.S. dollars, we are exposed to risk from changes in exchange rates to the extent that non-U.S. dollar revenues exceed non-U.S. dollar expenses related to those transactions. Our non-U.S. dollar transactions are denominated primarily in British pounds, Canadian dollars, Singapore dollars and ~~British pound sterling.~~European Union euros. As a result of these transactions, we generally hold cash balances that are denominated in these foreign currencies. At July 31, ~~2019,~~2020, our consolidated cash and cash equivalents included foreign currency denominated amounts equivalent to approximately ~~$1.4 million~~$551,000 in U.S. dollars. A 10% increase in the U.S. dollar as compared to each of these currencies would result in a loss of approximately ~~$140,000~~$51,000 in the U.S. dollar value of these deposits, while a 10% decrease would result in an equal amount of gain. We do not currently hold or issue foreign exchange contracts or other derivative instruments to hedge these exposures.

Some of our foreign operations are conducted through wholly owned foreign subsidiaries that have functional currencies other than the U.S. dollar. We currently have subsidiaries whose functional currencies are the Canadian dollar and British pound sterling. Assets and liabilities from these subsidiaries are translated into U.S. dollars at the exchange rate in effect at each balance sheet date. The resulting translation gains or losses are reflected as Accumulated Other Comprehensive Income in the Shareholders’ Equity section of our Consolidated Balance Sheets. Approximately 5% of our net assets as of July 31, 2019 were impacted by changes in foreign currencies in relation to the U.S. dollar.

Interest Rate Risk

As of July 31, ~~2019,~~2020, we have no ~~interest bearing~~interest-bearing bank debt on our balance ~~sheet~~sheet.

Item 4.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officers and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-Q. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officers and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Our principal executive officers and

principal financial officer have concluded that our current disclosure controls and procedures were not effective as of July 31, ~~2019 at~~2020, due to a material weakness in our internal control over financial reporting that was disclosed on Form 10-K for the fiscal year ended January 31, 2020.

~~reasonable assurance level.~~

Remediation

As previously described in Part II, Item 9A of our Annual Report on Form 10-K for the fiscal year ended January 31, 2020, we commenced implementing a remediation plan to address the material weakness in our internal controls over financial reporting. The weakness will remain unresolved, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We anticipate that the remediation of this material weakness will be satisfied prior to the end of fiscal 2021.

Changes in Internal Control over Financial Reporting

There was no change in our system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended July 31, ~~2019~~2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II

Item 1.Legal Proceedings

From time to time, we are a party to legal proceedings arising in the ordinary course of business. We are not currently a party to any legal proceedings, individually or collectively, that we believe could have a material adverse effect on our results of operations or financial condition or is otherwise material.

Item 1A.Risk Factors

The risk factors included in our Annual Report on Form 10-K for the fiscal year ended January 31, ~~2019~~2020 have not materially ~~changed.~~changed except as set forth below. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

Provisions in our certificate of incorporation and Delaware law could discourage a takeover attempt, which may reduce or eliminate the likelihood of a change of control transaction and, therefore, the ability of our stockholders to sell their shares for a premium.

Provisions of our certificate of incorporation and the Delaware General Corporation Law may tend to delay, defer or prevent a potential unsolicited offer or takeover attempt that is not approved by our board of directors but that our stockholders might consider to be in their best interest, including an attempt that might result in stockholders receiving a premium over the market price for their shares. Because our board of directors is authorized to issue preferred stock with preferences and rights as it determines, it may afford the holders of any series of preferred stock preferences, rights or voting powers superior to those of the holders of common stock.

In addition, we are governed by Section 203 of the Delaware General Corporation Law which, subject to some specified exceptions, prohibits “business combinations” between a Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who becomes a beneficial owner of 15% or more of a Delaware corporation’s voting stock, for a three-year period following the date that the stockholder became an interested stockholder. Section 203 could have the effect of delaying, deferring, or preventing a change in control that our stockholders might consider to be in their best interests.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds


~~(a)~~	~~Not applicable.~~


~~(b)~~	~~Not applicable.~~

(a)Not applicable.

(b)Not applicable.

Item 3.Defaults Upon Senior Securities

Not applicable.

Item 4.Mine Safety Disclosures

Not applicable.

Item 5.Other Information

Not applicable.

Item 6.Exhibits

Exhibits

~~Each exhibit identified below is part of this Form 10-Q. Exhibits filed~~The exhibits marked with ~~this Form 10-Q are designated by~~ the cross symbol (†) ~~and exhibits~~are filed (or furnished in the case of Exhibit 32.1) with this Form ~~10-Q are designated by~~10-Q. The exhibits marked with the asterisk symbol (*)~~. All exhibits not so designated~~ are ~~incorporated herein by reference~~management contracts or compensatory plans or arrangements filed pursuant to ~~a prior filing as indicated.~~Item 601(b)(10)(iii) of Regulation S-K.

Exhibit
Number

Document Description

Report or Registration Statement

SEC File or
Registration
Number

Exhibit
Reference

2.1

Agreement and Plan of Merger dated as of August 3, 2020, by and between Mitcham Industries, Inc. and MIND Technology, Inc.

Incorporated by reference to MIND Technology, Inc.’s Current Report on Form 8-K, filed with the SEC on August 7, 2020.

001-13490

2.1

Table of Contents

Exhibit

Number

Document Description

Report or Registration Statement

SEC File or

Registration

Number

Exhibit

Reference

3.1

Amended and Restated Articles of Incorporation of Mitcham Industries, Inc.

Incorporated by reference to Mitcham Industries, Inc.’s Registration Statement on Form S-8, filed with the SEC on August 9, 2001.

333-67208

3.1

Agreement and Plan of Merger dated as of August 3, 2020, by and between Mitcham Industries, Inc. and MIND Technology, Inc.

Incorporated by reference to MIND Technology, Inc.’s Current Report on Form 8-K, filed with the SEC on August 7, 2020.

001-13490

3.3

3.2

Third Amended and Restated Bylaws of Mitcham Industries, Inc.

Incorporated by reference to Mitcham Industries, Inc.’s Current Report on Form 8-K, filed with the SEC on August 2, 2010.

000-25142

3.1(i)

3.2

Amended and Restated Bylaws of MIND Technology, Inc.

Incorporated by reference to MIND Technology, Inc.’s Current Report on Form 8-K, filed with the SEC on August 7, 2020.

001-13490

3.4

3.3

Certificate of Designations of Mitcham Industries, Inc. setting forth the Designation, Maturity, Ranking, Dividends, Liquidity Preference, Redemption, Conversion Rights, Voting Rights, Information Rights and Preemptive Rights of Series A Cumulative Preferred Stock, dated June 8, 2016.

Incorporated by reference to Mitcham Industries, Inc.’s Form 8-K filed with SEC on June 10, 2016.

001-13490

3.1

3.3

Certificate of Designations, Preferences and Rights of MIND Technology, Inc. 9.00% Series A Cumulative Preferred Stock

Incorporated by reference to MIND Technology, Inc.’s Current Report on Form 8-K, filed with the SEC on August 7, 2020.

001-13490

3.5

3.4

Texas Certificate of Merger, effective as of August 3, 2020

Incorporated by reference to MIND Technology, Inc.’s Current Report on Form 8-K, filed with the SEC on August 7, 2020.

001-13490

3.1

3.5

Delaware Certificate of Merger, effective as of August 3, 2020

Incorporated by reference to MIND Technology, Inc.’s Current Report on Form 8-K, filed with the SEC on August 7, 2020.

001-13490

3.2

4.1

Form of Senior Indenture (including Form of Senior Note)

Incorporated by reference to Mitcham Industries, Inc.’s Registration Statement on Form S-3, filed with the SEC on March 18, 2011.

333-172935

4.1

4.2

Form of Subordinated Indenture (including form of Subordinated Note)

Incorporated by reference to Mitcham Industries, Inc.’s Registration Statement on Form S-3, filed with the SEC on March 18, 2011.

333-172935

4.2

10.1*

Amendment No. 1 to Guy M. Malden's Employment Agreement (dated June 19, 2020)

Incorporated by reference to Mitcham Industries, Inc.’s Form 8-K filed with the SEC on June 25, 2020.

001-13490

10.1

31.1†

Certification 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

31.2†

Certification 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

32.1†

Certification 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

101.INS†

XBRL Instance Document

101.SCH†

XBRL Taxonomy Extension Schema Document

101.CAL†

XBRL Taxonomy Extension Calculation of Linkbase Document

101.DEF†

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB†

XBRL Taxonomy Extension Label Linkbase Document

101.PRE†

XBRL Taxonomy Extension Presentation Linkbase Document

3.4
Certificate of Amendment to Certificate of Designations of Mitcham Industries, Inc. setting forth the Designation, Maturity, Ranking, Dividends, Liquidity Preference, Redemption, Conversion Rights, Voting Rights, Information Rights and Preemptive Rights of Series A Cumulative Preferred Stock, dated October 7, 2016
Incorporated by reference to Mitcham Industries, Inc.’s Form 8-K filed with the SEC on October 7, 2016. 001-13490 3.1

3.5
Certificate of Second Amendment to Certificate of Designations of Mitcham Industries, Inc. setting forth the Designation, Maturity, Ranking, Dividends, Liquidity Preference, Redemption, Conversion Rights, Voting Rights, Information Rights and Preemptive Rights of Series A Cumulative Preferred Stock, dated February 7, 2018
Incorporated by reference to Mitcham Industries, Inc.’s Form 8-K filed with the SEC on February 12, 2018. 001-13490 3.1

10.1
Second Amendment to the Mitcham Industries, Inc. Amended and Restated Stock Awards Plan
Incorporated by reference to Mitcham Industries, Inc.’s Form S-8 filed with the SEC on September 5, 2019. 333-233635 10.1

31.1†
Certification 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

31.2†
Certification 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

32.1*
Certification 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

101.INS† XBRL Instance Document

101.SCH† XBRL Taxonomy Extension Schema Document

101.CAL† XBRL Taxonomy Extension Calculation of Linkbase Document

101.DEF† XBRL Taxonomy Extension Definition Linkbase Document

101.LAB† XBRL Taxonomy Extension Label Linkbase Document

101.PRE† XBRL Taxonomy Extension Presentation Linkbase Document

Table of Contents

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 thereunto duly authorized.

MIND TECHNOLOGY, INC.

~~MITCHAM INDUSTRIES, INC.~~

Date: September ~~5, 2019~~15, 2020

/s/ Robert P. Capps

Robert P. Capps

Co-Chief Executive Officer,

Executive Vice President of Finance and Chief Financial Officer

(Duly Authorized Officer)




Purchase Price:
Cash	$	3,000
Release of claims against Hydroscience	1,144
Transaction costs	312
Total purchase price	$	4,456

Allocation of purchase price:
Inventory	$	206
Tangible assets (mainly manufacturing equipment)	350
Intangible assets (including patents, designs & software)	3,900
Total purchase price	$	4,456



	Revenues						Operating loss						Loss before taxes
	2019			2018			2019			2018			2019			2018
Marine Technology Products	$	6,745		$	6,012		$	(718	)	$	(1,016	)	$	(621	)	$	(973	)
Equipment Leasing	2,175			2,473			(1,551		)	(2,655		)	(1,674		)	(2,626		)
Corporate expenses	—			—			(793		)	(905		)	(793		)	(905		)
Eliminations	(22		)	(135		)	—			—			—			—
Consolidated	$	8,898		$	8,350		$	(3,062	)	$	(4,576	)	$	(3,088	)	$	(4,504	)



3.4	Certificate of Amendment to Certificate of Designations of Mitcham Industries, Inc. setting forth the Designation, Maturity, Ranking, Dividends, Liquidity Preference, Redemption, Conversion Rights, Voting Rights, Information Rights and Preemptive Rights of Series A Cumulative Preferred Stock, dated October 7, 2016	Incorporated by reference to Mitcham Industries, Inc.’s Form 8-K filed with the SEC on October 7, 2016.	001-13490	3.1

3.5	Certificate of Second Amendment to Certificate of Designations of Mitcham Industries, Inc. setting forth the Designation, Maturity, Ranking, Dividends, Liquidity Preference, Redemption, Conversion Rights, Voting Rights, Information Rights and Preemptive Rights of Series A Cumulative Preferred Stock, dated February 7, 2018	Incorporated by reference to Mitcham Industries, Inc.’s Form 8-K filed with the SEC on February 12, 2018.	001-13490	3.1

10.1	Second Amendment to the Mitcham Industries, Inc. Amended and Restated Stock Awards Plan	Incorporated by reference to Mitcham Industries, Inc.’s Form S-8 filed with the SEC on September 5, 2019.	333-233635	10.1

31.1†	Certification 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

31.2†	Certification 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

32.1*	Certification 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

101.INS†	XBRL Instance Document

101.SCH†	XBRL Taxonomy Extension Schema Document

101.CAL†	XBRL Taxonomy Extension Calculation of Linkbase Document

101.DEF†	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB†	XBRL Taxonomy Extension Label Linkbase Document

101.PRE†	XBRL Taxonomy Extension Presentation Linkbase Document