MIND TECHNOLOGY, INC

Previous wording

Our financial performance has improved significantly in recent periods. Although we had a history of generating operating losses prior to fiscal 2024, we generated operating income in fiscal 2024, fiscal 2025 and year-to-date through the second quarter of fiscal 2026. This was due to increased demand within our primary markets and efforts to reduce costs and improve product margins.

Current wording

Our financial performance has improved significantly in recent periods. Although we had a history of generating operating losses prior to fiscal 2024, we generated operating income in fiscal 2024, fiscal 2025 and year-to-date through the first nine months of fiscal 2026. This was due to increased demand within our primary markets and efforts to reduce costs and improve product margins.

Previous wording

During the six-month period ended July 31, 2025, our facility in Huntsville, Texas underwent an expansion to handle an expected increase in activity and, as a result, repair and production activities were suspended for most of the period. The expansion of the facility was completed at the end of the second quarter of fiscal 2026. We expect repair and production operation to recommence, with a corresponding increase in revenue from this facility.

Current wording

During the nine-month period ended October 31, 2025, our facility in Huntsville, Texas underwent an expansion to handle an expected increase in activity and, as a result, repair and production activities were suspended for several months during the period. The expansion of the facility was completed at the end of the second quarter of fiscal 2026 and repair and production operations recommenced in the third quarter of fiscal 2026. We therefore expect a corresponding increase in revenue from this facility.

Previous wording

As of July 31, 2025, our backlog of firm orders was approximately $12.8 million, compared to approximately $16.9 million as of January 31, 2025. However, we believe the receipt of specific additional orders totaling approximately $10.0 million is imminent. We believe a significant portion of our current backlog will be completed and shipped by the end of fiscal 2026. In addition to our backlog of firm orders, we have a significant pipeline of pending and potential orders, and we have recently identified new opportunities for later this fiscal year and subsequent periods. We believe our backlog of firm orders, pending and potential orders, and identified new opportunities provide good visibility for the balance of fiscal 2026 and into the next fiscal year. 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.

Current wording

As of October 31, 2025, our backlog of firm orders was approximately $7.2 million, compared to approximately $16.9 million as of January 31, 2025. However, subsequent to October 31, 2025 we received additional orders totaling approximately $9.5 million. We believe a significant portion of our current backlog and the newly received orders will be completed and shipped by the end of fiscal 2026. In addition to our backlog of firm orders, we have a significant pipeline of pending and potential orders, and we have recently identified new opportunities for later this fiscal year and subsequent periods. We believe our backlog of firm orders, pending and potential orders, and identified new opportunities provide visibility for the balance of fiscal 2026 and into the next fiscal year. The level of backlog at a particular point in time may not necessarily be indicative of results in subsequent periods as the size and delivery period of individual orders can vary significantly.

Previous wording

Our revenues tend to fluctuate from quarter to quarter due to delivery schedules and other factors. We currently expect revenue in fiscal 2026 to be consistent with the revenue reported in fiscal 2025. However, no assurances of such results can be made, and there are a number of risks which could cause results to be less than anticipated. Those risks include the following:

Current wording

Our revenues tend to fluctuate from quarter to quarter due to delivery schedules and other factors. We currently expect revenue in fiscal 2026 to be consistent with the revenue reported in fiscal 2025. However, no assurances of such results can be made, and a number of risks exist which could cause results to be less than anticipated. Those risks include the following:

Previous wording

In our Seamap business, we address the marine survey and exploration markets. We see a number of opportunities to add to our technology and to apply existing technology and products to new applications. We also continue to pursue initiatives to further expand our product offerings. These initiatives include new internally developed technology, introduction of new products based on our existing technology, technology obtained through partnering arrangements with others and a combination of all of these. There can be no assurance that any of these initiatives will ultimately have a material impact on our financial position or results of operations.

Current wording

In our Seamap business, we address the marine survey and exploration markets. We see a number of opportunities to add to our technology and to apply existing technology and products to new applications. We also continue to pursue initiatives to further expand our product offerings. These initiatives include new internally developed technology, introduction of new products based on our existing technology, technology obtained through partnering arrangements with others and a combination of all of these efforts. However, we can give no assurance that any of these initiatives will ultimately have a material impact on our financial position or results of operations.

Previous wording

In response to these, and other, developments we have prioritized certain strategic initiatives to exploit the opportunities that we perceive. These initiatives include adaption of our SeaLink solid streamer technology to:

Current wording

In response to these, and other, developments we have prioritized certain strategic initiatives to exploit these perceived opportunities. These initiatives include adaption of our SeaLink solid streamer technology to:

Previous wording

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

Current wording

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

Previous wording

Revenues for the three and six months ended July 31, 2025 were approximately $13.6 million and $21.5 million, respectively, compared to approximately $10.0 million and $19.7 million for the three and six months ended July 31, 2024, respectively. For the three and six months ended July 31, 2025, we generated operating income of approximately $2.7 million and $2.0 million, respectively, compared to operating income of approximately $1.4 million and $2.2 million for the three months ended July 31, 2024, respectively. A more detailed explanation of these variations follows.

Current wording

Revenues for the three and nine months ended October 31, 2025 were approximately $9.7 million and $31.2 million, respectively, compared to approximately $12.1 million and $31.8 million for the three and nine months ended October 31, 2024, respectively. For the three and nine months ended October 31, 2025, we generated operating income of approximately $774,000 and $2.8 million, respectively, compared to operating income of approximately $1.9 million and $4.0 million for the three months ended October 31, 2024, respectively. A more detailed explanation of these variations follows.

Previous wording

A significant portion of Seamap’s sales consist of large discrete orders, the timing of which is dictated by our customers. This timing generally relates to the availability of a vessel so that our products can be installed. Accordingly, sales can significantly vary from one period to another. During the six-month period ended July 31, 2025, approximately 32% of our revenues related to the sale of new systems with the remaining 68% related to “after-market” activity such as the sale of spare parts, repairs and services. The gross profit and gross profit margins for Seamap for the three and six months ended July 31, 2025, were approximately $6.8 million and 50%, respectively, and $10.2 million and 47%, respectively. The gross profit and gross profit margins for Seamap for the three and six months ended July 31, 2024, were approximately $4.8 million and 48%, and $9.0 million and 46%, respectively. The gross profit margin in the second quarter of fiscal 2026 increased from the prior year comparable period primarily due to revenue mix.

Current wording

A significant portion of Seamap’s sales consist of large discrete orders, the timing of which is dictated by our customers. This timing generally relates to the availability of a vessel so that our products can be installed. Accordingly, sales can significantly vary from one period to another. The remaining sales relate to “after-market” activity such as the sale of spare parts, repairs and services. The gross profit margin in the three- and nine-month periods ended October 31, 2025 increased from the prior year comparable periods primarily due to revenue mix.

Previous wording

General and administrative expenses for the three and six months ended July 31, 2025, were approximately $3.6 million and $7.0 million, respectively compared to approximately $2.8 million and $5.5 million for the three and six months ended July 31, 2024, respectively. The increase in general and administrative expenses in the three and six months ended July 31, 2025, included certain expenses we consider to be non-recurring, including costs related to restructuring our Seamap operations in the United Kingdom, tax planning and analysis arising from the preferred stock conversion in fiscal 2025, and franchise tax expense impacted by the preferred stock conversion. Also contributing to the increase was higher stock-based compensation and employee compensation expense.

Current wording

General and administrative expenses for the three and nine months ended October 31, 2025, were approximately $3.0 million and $10.0 million, respectively compared to approximately $2.8 million and $8.3 million for the three and nine months ended October 31, 2024, respectively. The increase in general and administrative expenses in the comparable three-month periods is due primarily to higher stock-based compensation. The increase in the nine months ended October 31, 2025, as compared to the comparable prior year period relates primarily to increased stock-based compensation and employee compensation, plus certain expenses we consider to be non-recurring, including costs related to restructuring our Seamap operations in the United Kingdom, tax planning and analysis arising from the preferred stock conversion in fiscal 2025, and franchise tax expense impacted by the preferred stock conversion.

Previous wording

Research and development costs were approximately $311,000, and $691,000, respectively, for the three- and six-month periods ended July 31, 2025, compared to approximately $328,000, and $790,000, respectively for the three- and six-month periods ended July 31, 2024. Costs in each of the periods are related primarily to development of our next generation towed streamer system.

Current wording

Research and development costs were approximately $506,000, and $1.2 million, respectively, for the three- and nine-month periods ended October 31, 2025, compared to approximately $562,000, and $1.4 million, respectively for the three- and nine-month periods ended October 31, 2024. Costs in each of the periods are related primarily to development of our next generation towed streamer system and other new products.

Previous wording

Depreciation and amortization expense, which includes depreciation of equipment, furniture and fixtures and the amortization of intangible assets, decreased primarily attributable to assets becoming fully depreciated and amortized over the year. These costs were approximately $217,000 and $442,000, respectively in the three- and six-month periods ended July 31, 2025, and approximately $236,000 and $503,000, for the three- and six-month periods ended July 31, 2024, respectively.

Current wording

Depreciation and amortization expense, which includes depreciation of equipment, furniture and fixtures and the amortization of intangible assets, decreased primarily attributable to assets becoming fully depreciated and amortized over the year. These costs were approximately $212,000 and $654,000, respectively in the three- and nine-month periods ended October 31, 2025, and approximately $221,000 and $724,000, for the three- and nine-month periods ended October 31, 2024, respectively.

Previous wording

Other expense recognized for the three and six months ended July 31, 2025, related primarily to foreign exchange losses. Other income recognized for the three and six months ended July 31, 2024 related primarily to gains on the sale of certain ancillary equipment, scrap sales.

Current wording

Other expense recognized for the three and nine months ended October 31, 2025, related primarily to foreign exchange losses. Other income recognized for the three and nine months ended October 31, 2024 related primarily to gains on the sale of certain ancillary equipment and scrap sales.

Previous wording

For the three and six months ended July 31, 2025, our income tax expense was approximately $670,000 and $964,000 respectively, on pre-tax income of approximately $2.6 million and $1.9 million, respectively. For the three and six months ended July 31, 2024, our income tax expense was approximately $672,000 and $917,000, respectively, on pre-tax income of approximately $1.5 million and $2.7 million, respectively. These amounts differed from the result expected when applying the U.S. statutory rate of 21% to our income before income taxes for the respective periods due primarily to the impact of income taxes accrued in certain foreign jurisdictions, primarily Singapore, which do not have net operating losses available to offset taxable income, and because valuation allowances have been recorded against increases in our deferred tax assets. Valuation allowances have been provided against all deferred tax assets in the United States and certain foreign jurisdictions, including Malaysia and the United Kingdom.

Current wording

For the three and nine months ended October 31, 2025, our income tax expense was approximately $716,000 and $1.7 million, respectively, on pre-tax income of approximately $778,000 and $2.7 million, respectively. For the three and nine months ended October 31, 2024, our income tax expense was approximately $396,000 and $1.3 million, respectively, on pre-tax income of approximately $1.7 million and $4.4 million, respectively. These amounts differed from the result expected when applying the U.S. statutory rate of 21% to our income before income taxes for the respective periods due primarily to the impact of income taxes accrued in certain foreign jurisdictions, primarily Singapore, which do not have net operating losses available to offset taxable income, and because we do not benefit tax losses in the U.S. and certain foreign jurisdictions where we have valuation allowances recorded against our deferred tax assets. Valuation allowances have been provided against all deferred tax assets in the United States and certain foreign jurisdictions, including the United Kingdom.

Previous wording

Prior to fiscal 2024, the Company had a history of generating operating losses and negative cash from operating activities and relied on cash from the sale of lease pool equipment and the sale of preferred stock and common stock. However, the Company generated income from operations and positive Adjusted EBITDA for fiscal 2024 and fiscal 2025. The Company also generated net income from operations and cash provided by operating activities for the six months ended July 31, 2025. We anticipate generating net income for fiscal 2026.

Current wording

Prior to fiscal 2024, the Company had a history of generating operating losses and negative cash from operating activities and relied on cash from the sale of lease pool equipment and the sale of preferred stock and common stock. However, the Company generated income from operations and positive Adjusted EBITDA for fiscal 2024 and fiscal 2025. The Company also generated net income from operations and cash provided by operating activities for the nine months ended October 31, 2025. We anticipate generating net income for fiscal 2026.

Previous wording

As of July 31, 2025, the Company had working capital of approximately $25.1 million, including cash and cash equivalents of approximately $7.8 million, compared to working capital of approximately $23.5 million, including cash and cash equivalents of approximately $5.3 million, as of January 31, 2025. The Company does not have a credit facility in place and has depended on cash on hand and cash flows from operations to satisfy its liquidity needs.

Current wording

As of October 31, 2025, the Company had working capital of approximately $36.0 million, including cash and cash equivalents of approximately $19.4 million, compared to working capital of approximately $23.5 million, including cash and cash equivalents of approximately $5.3 million, as of January 31, 2025. The Company does not have a credit facility in place and has depended on cash on hand and cash flows from operations to satisfy its liquidity needs.

Previous wording

The Company believes it will have adequate liquidity to meet its future operating requirements through a combination of cash on hand, cash expected to be generated from operations, potential financing secured by company-owned real property, disciplined working capital management, the issuance of equity securities or some other form of financing. During the twelve-month period ended July 31, 2025, the Company generated positive cash from operating activities in the amount of approximately $7.3 million.

Current wording

The Company believes it will have adequate liquidity to meet its future operating requirements through a combination of cash on hand, cash expected to be generated from operations, disciplined working capital management, the issuance of equity securities or some other form of financing. During the nine-month period ended October 31, 2025, the Company generated positive cash from operating activities in the amount of approximately $5.9 million.

Previous wording

In September 2025 we initiated an at-the-market “ATM” offering program whereby we may issue common stock from time to time for gross proceeds of up to $25.0 million. We believe this is a prudent preparatory step which will allow us to raise capital quickly and efficiently should the need arise, such as for an acquisition or other business expansion. Additionally, we could use this facility to raise capital in the event the price of our stock reflects a market value at which we believe adding capital, at or above that price, to be non-dilutive. To date, we have issued no stock pursuant to the ATM. Concurrently with establishing the ATM, our Board of Directors authorized the buyback of up to $4.0 million of our common stock. This action will allow us to move quickly and efficiently should we believe market conditions indicate that the purchase of our own common stock is the best use of our capital. We believe both of these steps are consistent with our stated objective of furthering stockholder value by whatever means feasible.

Current wording

In September 2025 we initiated an at-the-market “ATM” offering program whereby we may issue common stock from time to time for gross proceeds of up to $25.0 million. We believe our ATM program allows us to raise capital quickly and efficiently should the need arise, such as for an acquisition or other business expansion. Additionally, this facility allows us to raise capital in the event the price of our common stock reflects a market value at which we believe adding capital, at or above that price, to be non-dilutive. To date, we have issued approximately 1.0 million shares of common stock pursuant to the ATM and generated net proceeds of approximately $10.8 million. Concurrently with establishing the ATM program, our Board of Directors authorized the buyback of up to $4.0 million of our common stock. This repurchase program will allow us to move quickly and efficiently should we believe market conditions indicate that the purchase of our own common stock is the best use of our capital. To date we have not repurchased any shares of common stock pursuant to our repurchase program. We believe both of these liquidity programs are consistent with our stated objective of furthering stockholder value by whatever means feasible.

Previous wording

As of July 31, 2025, we had working capital of approximately $25.1 million, including cash and cash equivalents of approximately $7.8 million, as compared to working capital of approximately $23.5 million, including cash and cash equivalents of approximately $5.3 million, at January 31, 2025.

Current wording

As of October 31, 2025, we had working capital of approximately $36.0 million, including cash and cash equivalents of approximately $19.4 million, as compared to working capital of approximately $23.5 million, including cash and cash equivalents of approximately $5.3 million, at January 31, 2025. The increase in working capital and cash and cash equivalents is due primarily to the proceeds of approximately $10.8 million from the issuance of common stock under our ATM program during the third quarter.

Previous wording

Cash Flows from Operating Activities. Net cash provided by operating activities was approximately $2.9 million in the first six months of fiscal 2026 as compared to cash used in operating activities of approximately $3.7 million in the first six months of fiscal 2025. The increase in net cash provided by operating activities was due mainly to collections on accounts receivable and reduction of inventory balances.

Current wording

Cash Flows from Operating Activities. Net cash provided by operating activities was approximately $3.8 million in the first nine months of fiscal 2026 as compared to cash used in operating activities of approximately $1.4 million in the first nine months of fiscal 2025. The increase in net cash provided by operating activities was due mainly to collections on accounts receivable and reduction of inventory balances.

Previous wording

Cash Flows from Investing Activities. Net cash used in investing activities during the first six months of fiscal 2026 relates primarily to the purchase of assets and investment related to the expansion of our facility in Huntsville, Texas as discussed above, compared to cash provided by investing activities in the prior year period, which related primarily to proceeds from the sale of other assets.

Current wording

Cash Flows from Investing Activities. Net cash used in investing activities during the first nine months of fiscal 2026 relates primarily to the purchase of assets and investment related to the expansion of our facility in Huntsville, Texas as discussed above, compared to cash provided by investing activities in the prior year period, which related primarily to proceeds from the sale of other assets.

Previous wording

As of July 31, 2025, we had deposits in foreign banks equal to approximately $3.7 million, all of which we believe could be distributed to the United States without adverse tax consequences. However, in certain cases, the transfer of these funds may result in withholding taxes payable to foreign taxing authorities. If withholding taxes should become payable, we believe the amount of tax withheld would be immaterial.

Current wording

As of October 31, 2025, we had deposits in foreign banks equal to approximately $4.9 million, all of which we believe could be distributed to the United States without adverse tax consequences. However, in certain cases, the transfer of these funds may result in withholding taxes payable to foreign taxing authorities. If withholding taxes should become payable, we believe the amount of tax withheld would be immaterial.

Previous wording

Information regarding our critical accounting estimates is included in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended January 31, 2025. There have been no material changes to our critical accounting estimates during the three- and six-month periods ended July 31, 2025.

Current wording

Information regarding our critical accounting estimates is included in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended January 31, 2025. There have been no material changes to our critical accounting estimates during the three- and nine-month periods ended October 31, 2025.