MIND Technology(MIND) - 2026 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) MIND Technology's unaudited financial statements detail improved revenues, net income, liquidity, and working capital Condensed Consolidated Balance Sheets Assets decreased, liabilities decreased, and stockholders' equity increased to $28.8 million by July 31, 2025 Balance Sheet Summary (in thousands) | Metric | July 31, 2025 (in thousands) | January 31, 2025 (in thousands) | | :-------------------------------- | :--------------------------- | :------------------------------ | | Assets | | | | Cash and cash equivalents | $7,832 | $5,336 | | Accounts receivable, net | $10,926 | $11,817 | | Inventories, net | $11,817 | $13,745 | | Prepaid expenses and other current assets | $1,153 | $1,217 | | Total current assets | $31,728 | $32,115 | | Property and equipment, net | $1,158 | $890 | | Operating lease right-of-use assets | $841 | $1,320 | | Intangible assets, net | $2,017 | $2,308 | | Deferred tax asset | $87 | $87 | | Total assets | $35,831 | $36,720 | | Liabilities and Stockholders' Equity | | | | Accounts payable | $1,179 | $2,558 | | Deferred revenue | $359 | $189 | | Customer deposits | $973 | $1,603 | | Accrued expenses and other current liabilities | $1,244 | $1,245 | | Income taxes payable | $2,391 | $2,473 | | Operating lease liabilities - current | $475 | $577 | | Total current liabilities | $6,621 | $8,645 | | Operating lease liabilities - non-current | $366 | $743 | | Total liabilities | $6,987 | $9,388 | | Common stock, $0.01 par value | $80 | $80 | | Additional paid-in capital | $136,219 | $135,666 | | Accumulated deficit | $(107,489) | $(108,448) | | Accumulated other comprehensive gain | $34 | $34 | | Total stockholders' equity | $28,844 | $27,332 | | Total liabilities and stockholders' equity | $35,831 | $36,720 | Condensed Consolidated Statements of Operations Revenues significantly increased for the three months ended July 31, 2025, leading to higher net income and positive EPS, while six-month net income decreased due to higher operating expenses Statements of Operations Summary (in thousands) | Metric (in thousands) | 3 Months Ended July 31, 2025 | 3 Months Ended July 31, 2024 | YoY Change | 6 Months Ended July 31, 2025 | 6 Months Ended July 31, 2024 | YoY Change | | :-------------------------------- | :--------------------------- | :--------------------------- | :--------- | :--------------------------- | :--------------------------- | :--------- | | Revenues | $13,561 | $10,036 | +35.1% | $21,463 | $19,714 | +8.9% | | Gross profit | $6,829 | $4,778 | +42.9% | $10,160 | $8,996 | +12.9% | | Operating income | $2,664 | $1,430 | +86.3% | $2,006 | $2,160 | -7.1% | | Income before income taxes | $2,599 | $1,470 | +76.8% | $1,923 | $2,669 | -27.9% | | Net income | $1,929 | $798 | +141.7% | $959 | $1,752 | -45.2% | | Net income (loss) attributable to common stockholders | $1,929 | $(149) | N/A | $959 | $(142) | N/A | | Net income (loss) per common share - Basic and diluted | $0.24 | $(0.11) | N/A | $0.12 | $(0.10) | N/A | | Shares used in computing net income (loss) per common share: Basic and diluted | 7,969 | 1,406 | +466.8% | 7,969 | 1,406 | +466.8% | Condensed Consolidated Statements of Comprehensive Income Comprehensive income for both periods equaled net income, indicating no other comprehensive income or loss components Comprehensive Income Summary (in thousands) | Metric (in thousands) | For the Three Months Ended July 31, 2025 | For the Three Months Ended July 31, 2024 | For the Six Months Ended July 31, 2025 | For the Six Months Ended July 31, 2024 | | :-------------------- | :--------------------------------------- | :--------------------------------------- | :------------------------------------- | :------------------------------------- | | Net income | $1,929 | $798 | $959 | $1,752 | | Comprehensive income | $1,929 | $798 | $959 | $1,752 | Condensed Consolidated Statements of Cash Flows Operating cash flow significantly improved to $2.9 million for the six months ended July 31, 2025, while investing activities used cash Cash Flow Summary (in thousands) | Metric (in thousands) | For the Six Months Ended July 31, 2025 | For the Six Months Ended July 31, 2024 | YoY Change | | :------------------------------------------ | :------------------------------------- | :------------------------------------- | :--------- | | Net cash provided by (used in) operating activities | $2,909 | $(3,695) | +$6,604 | | Net cash (used in) provided by investing activities | $(419) | $311 | -$730 | | Net cash provided by financing activities | $0 | $0 | $0 | | Net change in cash and cash equivalents | $2,496 | $(3,385) | +$5,881 | | Cash and cash equivalents, end of period | $7,832 | $1,904 | +$5,928 | Condensed Consolidated Statements of Stockholders' Equity Total stockholders' equity increased to $28.8 million by July 31, 2025, driven by net income and stock-based compensation Stockholders' Equity Summary (in thousands) | Metric (in thousands) | July 31, 2025 | January 31, 2025 | July 31, 2024 | January 31, 2024 | | :-------------------- | :------------ | :--------------- | :------------ | :--------------- | | Total Stockholders' Equity | $28,844 | $27,332 | $24,487 | $22,641 | | Common Stock Shares Outstanding | 7,969 | 7,969 | 1,406 | 1,406 | | Additional Paid-In Capital | $136,219 | $135,666 | $113,215 | $113,121 | | Accumulated Deficit | $(107,489) | $(108,448) | $(126,555) | $(128,307) | - On September 4, 2024, all outstanding preferred stock was converted into approximately 6.6 million shares of common stock, eliminating preferred stock dividends and impacting accumulated deficit by approximately $14.8 million[51][55] Notes to Condensed Consolidated Financial Statements This section provides detailed notes on organization, liquidity, accounting policies, revenue, balance sheet items, leases, intangible assets, income taxes, EPS, related parties, equity, segment reporting, and subsequent events Note 1. Organization, Liquidity and Summary of Significant Accounting Policies MIND Technology, Inc. designs, manufactures, and sells products for seismic, hydrographic, and offshore industries, with improved liquidity and working capital - MIND Technology, Inc. operates through its Seamap subsidiaries, designing, manufacturing, and selling products for seismic, hydrographic, and offshore industries globally[23] Working Capital and Cash (in thousands) | Metric (in thousands) | July 31, 2025 | January 31, 2025 | | :-------------------- | :------------ | :--------------- | | Working Capital | $25,100 | $23,500 | | Cash and Cash Equivalents | $7,800 | $5,300 | - The company relies on cash on hand and cash flows from operations for liquidity, with no credit facility in place, but believes it has adequate liquidity through various means including potential financing and equity issuance[24] Note 2. Basis of Presentation Unaudited interim financial statements are prepared per SEC rules, condensing disclosures, and are not indicative of full fiscal year 2026 performance - Unaudited interim financial statements are prepared per SEC rules, condensing disclosures, and include normal recurring adjustments[27] - They should be read with the fiscal 2025 Form 10-K, and interim results are not indicative of full fiscal year 2026 performance[27] Note 3. New Accounting Pronouncements ASU 2023-09 (Income Taxes) was adopted with no material impact, while ASU 2024-03 is being evaluated for future disclosure impacts - ASU 2023-09 (Income Taxes) was adopted on February 1, 2025, with no material impact on financial statements[28] - ASU 2024-03 (Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures) is effective February 1, 2027, and the company is evaluating its potential impact on disclosures[29] Note 4. Revenue from Contracts with Customers Total revenue increased to $13.6 million for the three months and $21.5 million for the six months ended July 31, 2025, with significant growth in Norway, Singapore, and Turkey Revenue by Type (in thousands) | Revenue Type (in thousands) | 3 Months Ended July 31, 2025 | 3 Months Ended July 31, 2024 | 6 Months Ended July 31, 2025 | 6 Months Ended July 31, 2024 | | :-------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Recognized at a point in time | $13,215 | $9,661 | $20,771 | $19,038 | | Recognized over time | $346 | $375 | $692 | $676 | | Total revenue | $13,561 | $10,036 | $21,463 | $19,714 | Geographic Revenue (in thousands) | Geographic Revenue (in thousands) | 3 Months Ended July 31, 2025 | 3 Months Ended July 31, 2024 | 6 Months Ended July 31, 2025 | 6 Months Ended July 31, 2024 | | :-------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Norway | $8,906 | $6,217 | $12,181 | $8,975 | | Singapore | $1,413 | $260 | $2,440 | $471 | | Turkey | $982 | $205 | $1,209 | $238 | | China | $618 | $1,462 | $877 | $7,230 | | United States | $736 | $446 | $1,286 | $771 | - Revenue from product sales is generally recognized at a point in time, while repair, maintenance, and Software Maintenance Agreements (SMAs) are recognized over time[32] Note 5. Balance Sheet (Inventories, Property and Equipment) Inventories, net, decreased to $11.8 million, while property and equipment, net, increased to $1.16 million by July 31, 2025, with no impairment recorded Inventories Breakdown (in thousands) | Inventories (in thousands) | July 31, 2025 | January 31, 2025 | Change | | :------------------------- | :------------ | :--------------- | :----- | | Raw materials | $8,270 | $8,485 | -$215 | | Finished goods | $3,717 | $3,980 | -$263 | | Work in progress | $1,253 | $2,817 | -$1,564 | | Total inventories, net | $11,817 | $13,745 | -$1,928 | Property and Equipment (in thousands) | Property and Equipment (in thousands) | July 31, 2025 | January 31, 2025 | Change | | :------------------------------------ | :------------ | :--------------- | :----- | | Total property and equipment, net | $1,158 | $890 | +$268 | - No impairment was recorded for property and equipment in fiscal 2025, and no additional impairment analysis was necessary as of July 31, 2025[37] Note 6. Leases Lease expense increased, while operating lease assets and liabilities decreased to $0.84 million by July 31, 2025, with a weighted average remaining lease term of 1.95 years Lease Expense (in thousands) | Lease Expense (in thousands) | 3 Months Ended July 31, 2025 | 3 Months Ended July 31, 2024 | 6 Months Ended July 31, 2025 | 6 Months Ended July 31, 2024 | | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total Lease Expense | $232 | $207 | $464 | $422 | Lease Metrics (in thousands) | Lease Metrics (in thousands) | July 31, 2025 | January 31, 2025 | | :--------------------------- | :------------ | :--------------- | | Operating lease assets | $841 | $1,320 | | Operating lease liabilities | $841 | $1,320 | | Weighted average remaining lease term (years) | 1.95 | 1.39 | | Weighted average discount rate | 15% | 14% | Lease Liabilities Maturities (in thousands) | Lease Liabilities Maturities (in thousands) | July 31, 2025 | | :---------------------------------------- | :------------ | | 2026 | $276 | | 2027 | $463 | | 2028 | $163 | | 2029 | $75 | | Total payments under lease agreements | $977 | | Less: imputed interest | $(136) | | Total lease liabilities | $841 | Note 7. Intangible Assets Net intangible assets decreased to $2.02 million by July 31, 2025, primarily proprietary rights, with no impairment indicators identified Intangible Assets Net Carrying Amount (in thousands) | Intangible Assets (in thousands) | July 31, 2025 Net Carrying Amount | January 31, 2025 Net Carrying Amount | Change | | :------------------------------- | :-------------------------------- | :----------------------------------- | :----- | | Proprietary rights | $1,764 | $1,971 | -$207 | | Patents | $225 | $271 | -$46 | | Trade name | $13 | $13 | $0 | | Other | $15 | $53 | -$38 | | Total Intangible assets | $2,017 | $2,308 | -$291 | Amortization Expense (in thousands) | Amortization Expense (in thousands) | 3 Months Ended July 31, 2025 | 3 Months Ended July 31, 2024 | 6 Months Ended July 31, 2025 | 6 Months Ended July 31, 2024 | | :---------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Aggregate amortization expense | $145 | $159 | $294 | $345 | - No substantive indicators of impairment for amortizable intangible assets were identified during the six months ended July 31, 2025[43] Note 8. Income Taxes Income tax expense was $670,000 and $964,000 for the three and six months ended July 31, 2025, respectively, with variances from the U.S. statutory rate due to foreign taxes and valuation allowances Income Tax Expense (in thousands) | Income Tax (in thousands) | 3 Months Ended July 31, 2025 | 3 Months Ended July 31, 2024 | 6 Months Ended July 31, 2025 | 6 Months Ended July 31, 2024 | | :------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Income tax expense | $670 | $672 | $964 | $917 | | Pre-tax income | $2,599 | $1,470 | $1,923 | $2,669 | - The variance from the U.S. statutory rate is due to foreign income taxes in jurisdictions without net operating loss offsets and valuation allowances against deferred tax assets[45] - The One Big Beautiful Bill Act (OBBBA), enacted July 4, 2025, is not anticipated to have a material impact on the company's tax expense[46] Note 9. Earnings per Share Basic and diluted EPS significantly improved to $0.24 for the three months and $0.12 for the six months ended July 31, 2025, primarily due to preferred stock conversion EPS Metrics | EPS Metric | 3 Months Ended July 31, 2025 | 3 Months Ended July 31, 2024 | 6 Months Ended July 31, 2025 | 6 Months Ended July 31, 2024 | | :------------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net income (loss) per common share - Basic and diluted | $0.24 | $(0.11) | $0.12 | $(0.10) | | Shares used in computing net income (loss) per common share: Basic and diluted | 7,969 | 1,406 | 7,969 | 1,406 | - Dilutive potential common shares had no effect on EPS calculation for the periods[50] - The increase in common shares outstanding (from 1.4 million to 8.0 million) is primarily due to the conversion of all preferred stock into common stock on September 4, 2024[50][51] Note 10. Related Party Transaction The company retained Lucid Capital Markets, LLC for advisory services and an ATM offering, with no compensation to the Non-Executive Chairman who is also Lucid's Vice Chairman - MIND Technology retained Lucid Capital Markets, LLC for advisory services in February 2025, paying $100,000 in retainer fees[52] - The Vice Chairman of Lucid is the Non-Executive Chairman of MIND Technology's board, but receives no compensation from these transactions[52][54] - An equity distribution agreement was signed on August 28, 2025, for an at-the-market (ATM) offering of up to $25.0 million in common stock through Lucid, with a compensation of up to 2.0% of gross proceeds[53][54] - No shares have been sold under the ATM to date[54] Note 11. Equity and Stock-Based Compensation Preferred stock was converted into approximately 6.6 million common shares in September 2024, resulting in a $14.8 million credit to accumulated deficit, and stock-based compensation significantly increased - All outstanding preferred stock was converted into approximately 6.6 million shares of common stock on September 4, 2024, eliminating preferred stock dividend obligations[55] - The conversion resulted in an approximately $14.8 million credit to accumulated deficit[55] Stock-Based Compensation (in thousands) | Stock-Based Compensation (in thousands) | 3 Months Ended July 31, 2025 | 3 Months Ended July 31, 2024 | 6 Months Ended July 31, 2025 | 6 Months Ended July 31, 2024 | | :-------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total compensation expense | $281 | $46 | $553 | $95 | Note 12. Segment Reporting Seamap Marine Products, the sole reporting segment, saw increased revenue and operating income for both periods, while corporate expenses also rose - Seamap Marine Products is the sole reporting segment, offering products and services for marine exploration, survey, and security, including GunLink, BuoyLink, and SeaLink systems[57][58][61][74] Seamap Marine Products Performance (3 Months, in thousands) | Metric (in thousands) | Seamap Marine Products (3M 2025) | Corporate Expenses (3M 2025) | Consolidated (3M 2025) | Seamap Marine Products (3M 2024) | Corporate Expenses (3M 2024) | Consolidated (3M 2024) | | :-------------------- | :------------------------------- | :--------------------------- | :--------------------- | :------------------------------- | :--------------------------- | :--------------------- | | Revenues | $13,561 | $0 | $13,561 | $10,036 | $0 | $10,036 | | Operating income (loss) | $4,781 | $(2,117) | $2,664 | $2,679 | $(1,249) | $1,430 | | Capital expenditures | $181 | $1 | $182 | $80 | $0 | $80 | Seamap Marine Products Performance (6 Months, in thousands) | Metric (in thousands) | Seamap Marine Products (6M 2025) | Corporate Expenses (6M 2025) | Consolidated (6M 2025) | Seamap Marine Products (6M 2024) | Corporate Expenses (6M 2024) | Consolidated (6M 2024) | | :-------------------- | :------------------------------- | :--------------------------- | :--------------------- | :------------------------------- | :--------------------------- | :--------------------- | | Revenues | $21,463 | $0 | $21,463 | $19,714 | $0 | $19,714 | | Operating income (loss) | $5,913 | $(3,907) | $2,006 | $4,757 | $(2,597) | $2,160 | | Capital expenditures | $392 | $27 | $419 | $144 | $2 | $146 | Note 13. Subsequent Events The company initiated a $25.0 million ATM offering and authorized a $4.0 million share repurchase program on August 28, 2025 - On August 28, 2025, the company entered an equity distribution agreement for an ATM offering of up to $25.0 million in common stock[67] - The Board authorized a share repurchase program of up to $4.0 million of common stock through August 31, 2027[67] Cautionary Statement about Forward-Looking Statements This section warns that the report contains forward-looking statements subject to significant risks and uncertainties, and readers should not place undue reliance on them - The report contains forward-looking statements subject to significant risks and uncertainties, including manufacturing operations, customer loss, supply chain disruptions, and geopolitical events[68][71] - Readers are cautioned not to place undue reliance on these statements, and the company undertakes no obligation to update them, except as required by law[70] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management discusses improved financial performance, positive business outlook, strategic initiatives, and capital management through an ATM offering and share repurchase program Overview Financial performance has significantly improved, generating operating income in recent fiscal periods, attributed to increased market demand and cost reduction efforts - Financial performance has significantly improved, with operating income generated in fiscal 2024, 2025, and year-to-date fiscal 2026, reversing a history of operating losses[75] - Improvement is due to increased demand in primary markets and efforts to reduce costs and improve product margins[75] Net Income and EBITDA (in thousands) | Metric (in thousands) | 3 Months Ended July 31, 2025 | 3 Months Ended July 31, 2024 | 6 Months Ended July 31, 2025 | 6 Months Ended July 31, 2024 | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net income | $1,929 | $798 | $959 | $1,752 | | EBITDA | $2,816 | $1,706 | $2,365 | $3,172 | | Adjusted EBITDA | $3,097 | $1,752 | $2,918 | $3,267 | Business Outlook Facility expansion is complete, backlog provides good visibility, and strategic initiatives are expanding addressable markets, though revenue remains subject to risks - Facility expansion in Huntsville, Texas, completed at the end of Q2 fiscal 2026, is expected to increase repair and production operations and revenue[76] Order Backlog (in millions) | Metric | July 31, 2025 | January 31, 2025 | | :-------------------- | :------------ | :--------------- | | Backlog of firm orders | $12.8 million | $16.9 million | - An additional $10.0 million in specific orders is believed to be imminent, providing good visibility for fiscal 2026 and into the next fiscal year[77] - Strategic initiatives include adapting SeaLink solid streamer technology for alternative energy projects (offshore windfarms, carbon capture) and maritime security applications, expanding addressable markets[81][84] Results of Operations This section details increased revenues and improved gross profit margins, alongside rising SG&A expenses and a shift to other expense due to foreign exchange losses Revenues and Cost of Sales Revenues increased by 35.1% and 8.9% for the three and six months ended July 31, 2025, respectively, with improved gross profit margins due to revenue mix Revenue and Cost of Sales Summary (in thousands) | Metric (in thousands) | 3 Months Ended July 31, 2025 | 3 Months Ended July 31, 2024 | YoY Change | 6 Months Ended July 31, 2025 | 6 Months Ended July 31, 2024 | YoY Change | | :-------------------- | :--------------------------- | :--------------------------- | :--------- | :--------------------------- | :--------------------------- | :--------- | | Revenues | $13,561 | $10,036 | +35.1% | $21,463 | $19,714 | +8.9% | | Cost of sales | $6,732 | $5,258 | +28.0% | $11,303 | $10,718 | +5.5% | | Gross profit | $6,829 | $4,778 | +42.9% | $10,160 | $8,996 | +12.9% | | Gross profit margin | 50% | 48% | +2 ppts | 47% | 46% | +1 ppt | - For the six months ended July 31, 2025, 32% of revenues were from new systems, and 68% from "after-market" activities (spare parts, repairs, services)[85] Operating Expenses SG&A expenses increased due to non-recurring costs and compensation, while R&D and depreciation/amortization expenses decreased Operating Expenses Summary (in thousands) | Operating Expense (in thousands) | 3 Months Ended July 31, 2025 | 3 Months Ended July 31, 2024 | YoY Change | 6 Months Ended July 31, 2025 | 6 Months Ended July 31, 2024 | YoY Change | | :------------------------------- | :--------------------------- | :--------------------------- | :--------- | :--------------------------- | :--------------------------- | :--------- | | Selling, general and administrative | $3,637 | $2,784 | +30.6% | $7,021 | $5,543 | +26.7% | | Research and development | $311 | $328 | -5.1% | $691 | $790 | -12.6% | | Depreciation and amortization | $217 | $236 | -8.0% | $442 | $503 | -12.1% | - Increase in SG&A expenses included non-recurring costs for UK operations restructuring, tax planning from preferred stock conversion, and higher stock-based and employee compensation[86] - R&D costs are primarily for the development of the next-generation towed streamer system[87] Other Income and Expense The company recognized other expense primarily due to foreign exchange losses for the three and six months ended July 31, 2025, contrasting with prior year's other income Other Income (Expense) (in thousands) | Other Income (Expense) (in thousands) | 3 Months Ended July 31, 2025 | 3 Months Ended July 31, 2024 | 6 Months Ended July 31, 2025 | 6 Months Ended July 31, 2024 | | :------------------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Other, net | $(65) | $40 | $(83) | $509 | - Other expense in 2025 was primarily due to foreign exchange losses, while other income in 2024 was from gains on equipment and scrap sales[89] Provision for Income Taxes Income tax expense was $670,000 and $964,000 for the three and six months ended July 31, 2025, respectively, differing from the U.S. statutory rate due to foreign taxes and valuation allowances Income Tax Provision (in thousands) | Income Tax (in thousands) | 3 Months Ended July 31, 2025 | 3 Months Ended July 31, 2024 | 6 Months Ended July 31, 2025 | 6 Months Ended July 31, 2024 | | :------------------------ | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Provision for income taxes | $670 | $672 | $964 | $917 | | Income before income taxes | $2,599 | $1,470 | $1,923 | $2,669 | - The difference from the U.S. statutory rate is mainly due to foreign income taxes in jurisdictions without net operating loss offsets and valuation allowances against deferred tax assets in the U.S. and certain foreign locations[90] Liquidity and Capital Resources Liquidity improved with working capital at $25.1 million and cash at $7.8 million, supported by positive operating cash flow, an ATM offering, and a share repurchase program Working Capital and Cash (in thousands) | Metric (in thousands) | July 31, 2025 | January 31, 2025 | | :-------------------- | :------------ | :--------------- | | Working Capital | $25,100 | $23,500 | | Cash and Cash Equivalents | $7,800 | $5,300 | - Net cash provided by operating activities was approximately $2.9 million for the six months ended July 31, 2025, a significant improvement from a negative $3.7 million in the prior year, mainly due to accounts receivable collections and inventory reductions[97][98] - The company initiated a $25.0 million at-the-market (ATM) offering program and authorized a $4.0 million share repurchase program in September 2025 to provide capital flexibility and enhance stockholder value[94][95] - The company owns unencumbered real estate near Huntsville, Texas, appraised at approximately $5.0 million, which could be used to generate capital if needed[95] Off-Balance Sheet Arrangements The company does not have any off-balance sheet arrangements - The company does not have any off-balance sheet arrangements[102] Critical Accounting Estimates No material changes to critical accounting estimates occurred during the three and six months ended July 31, 2025 - No material changes to critical accounting estimates occurred during the three and six months ended July 31, 2025[103] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section discusses the company's exposure to foreign currency risk from international operations and confirms no interest rate risk due to absence of debt Foreign Currency Risk The company is exposed to foreign currency risk from international operations, with $566,000 in foreign currency cash balances, but does not use derivative instruments for hedging - The company is exposed to foreign currency risk from transactions primarily in British pounds, Singapore dollars, and European Union euros[105] Foreign Currency Exposure (in thousands) | Metric | July 31, 2025 | | :------------------------------------ | :------------ | | Foreign currency denominated cash (USD equivalent) | $566,000 | | Impact of 10% USD increase | -$57,000 | | Impact of 10% USD decrease | +$57,000 | - The company does not currently hold or issue foreign exchange contracts or other derivative instruments to hedge these exposures[106] Interest Rate Risk As of July 31, 2025, the company had no debt, thus it is not exposed to interest rate risk - As of July 31, 2025, the company had no debt, indicating no exposure to interest rate risk[107] Item 4. Controls and Procedures This section confirms the effectiveness of disclosure controls and procedures and reports no material changes in internal control over financial reporting Evaluation of Disclosure Controls and Procedures Management concluded that disclosure controls and procedures were effective at a reasonable assurance level as of July 31, 2025 - Management concluded that disclosure controls and procedures were effective at a reasonable assurance level as of July 31, 2025[108] - Controls are designed to ensure timely accumulation and communication of information for SEC reports[108] Changes in Internal Control over Financial Reporting No material changes in internal control over financial reporting occurred during the quarter ended July 31, 2025 - No material changes in internal control over financial reporting occurred during the quarter ended July 31, 2025[109] PART II. OTHER INFORMATION Item 1. Legal Proceedings The company is not currently a party to any legal proceedings believed to have a material adverse effect on its financial condition or results of operations - The company is not currently involved in any legal proceedings that are expected to have a material adverse effect on its financial condition or results of operations[111] Item 1A. Risk Factors No material changes to risk factors from the prior Annual Report on Form 10-K, but readers should consider all risks - No material changes to risk factors from the Annual Report on Form 10-K for the year ended January 31, 2025[112] - Additional unknown or currently immaterial risks may also adversely affect the business[112] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This item is not applicable to the current report - Not applicable[113] Item 3. Defaults Upon Senior Securities This item is not applicable to the current report - Not applicable[113] Item 4. Mine Safety Disclosures This item is not applicable to the current report - Not applicable[114] Item 5. Other Information This item is not applicable to the current report - Not applicable[115] Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including corporate documents, CEO/CFO certifications, and Inline XBRL taxonomy documents - The exhibits include corporate documents (e.g., Certificate of Incorporation, Bylaws), certifications from the CEO and CFO, and Inline XBRL taxonomy documents[117][118] Signatures The report was signed by Robert P. Capps, President and Chief Executive Officer of MIND TECHNOLOGY, INC., on September 10, 2025 - The report was signed by Robert P. Capps, President and Chief Executive Officer of MIND TECHNOLOGY, INC., on September 10, 2025[122]