MIND Technology, Inc.

Greetings, and welcome to the MIND Technology second quarter 2022 fiscal year conference call. At this time, all participants are in a listen-only mode. A brief question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Mr. Ken Denard.

thank you operator good morning and welcome to the mind technology fiscal 2022 second quarter conference call we appreciate all of you joining us today your hosts are rob kaps and guy malden before i turn the call over to management i have a few items to cover if you'd like to listen to a replay of today's call it'll be available for 90 days via webcast by going to the investor relations section of the company's website at mine-technology.com or a recorded instant replay until September 16th. Information on how to access the replays were provided in yesterday's earnings release. Information reported on this call speaks only as of today, Thursday, September 9th, 2021. And therefore, you're advised that time-sensitive information may no longer be accurate as of the time of any replay listing or transcript reading. And before we begin, let me remind you that certain statements made by management during this call may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management's current expectations and include known and unknown risks, uncertainties, and other factors, many of which the company is unable to predict or control that may cause the company's actual future results or performance to materially differ from any future results or performance expressed or implied by these statements. These risks and uncertainties include the risk factors disclosed by the company from time to time in its filings with the SEC, including its annual report on Form 10-K for the year ended January 31st, 2021. Furthermore, as we start this call, Please also refer to the statement regarding forward-looking statements incorporated in our press release issued yesterday. And please note that the contents of our conference call this morning are covered by these statements. Now with that behind me, I'd like to turn the call over to Rob Capps. Rob.

Okay, Ken, thanks. So I'd like to make some overall comments regarding our progress before Guy provides a bit more color and some details. Although the general business and operating environment remains challenging, We continue to make progress towards our longer-term growth goals. We saw a significant increase in revenues over the first quarter, a trend we think will continue to the second half of the year. We believe there's a clear trend of increasing inquiries and order activity across most of our markets. We continue to make good progress on our strategic initiatives to address trends in the marine technology market. Progress on the disposal of assets from our legacy leasing business continues, with a recent agreement for the sale of a significant portion of the remaining assets. So with that, now I'd like to hand things over to Guy to provide some more detail. I'll then come back in a bit with the financial results and address our general market outlook.

Guy? Thanks, Rob, and good morning, everyone. The second quarter of fiscal 2022 was characterized by noticeable improvement over Q1, although most of the challenges that we experienced during the first quarter remain intact and impacted our results to varying degrees. Namely, the continuing turbulence due to an overstretched supply chain as well as the negative impact of the COVID Delta variant continues to limit our ability to travel to many customer sites. The limitation is particularly pronounced in Asia Pacific. Looking at our second quarter results, revenues were up on a year-over-year basis with consolidated revenues up by nearly 34%. On a sequential basis, consolidated revenues were up 62%. Our backlog remains roughly even with Q1 at 11.7 million. This is inclusive of the 4.1 million in CMAP orders announced in July, which we expect to be delivered in the second half of the fiscal year. We are quite encouraged by a recent uptick in inquiries and order activity across many market segments. In the marine exploration market, demand for our source controller and positioning products remain robust. We are pursuing a couple of significant opportunities here, including one related to a new build vessel. With our strong market position, we are quite optimistic about these prospects. In the marine survey space, we have also seen improved order and inquiry activity for our single-beam and multi-beam side-scan sonar systems. And activity within the defense or maritime security market also appears to be rebounding. We are pursuing multiple opportunities for our multi-beam sonar system for MCM applications. Additionally, response to our AUV Mako system has been very encouraging. You will recall that this is a sonar system with multiple capabilities designed specifically for unmanned underwater vehicles. To be sure, plenty of challenges remain. As we mentioned during our prior call, the global supply chain disruptions continue to be a challenge. Specifically, bottlenecks worldwide have contributed to a shortage of some components and materials, a surge in freight charges, and prolonged shipping delays. While these issues did not have a strong direct impact in Q2, we are beginning to see the impact from these delays in select product areas. We are working aggressively to mitigate any related impacts. Despite the challenges, we believe the broader trend is one of improving markets and expect improved performance in the second half of the fiscal year as we complete scheduled orders and add new ones. We are also progressing well on our strategic initiatives. Despite some supply chain related challenges, we remain on track with development of our synthetic aperture sonar system in cooperation with our European defense contractor partner and expect first deliveries later this year. We are making good progress with our passive sonar systems for ASW and maritime security applications, which are based on our commercially developed C-Link product line. We have deployed prototype systems and are hopeful of further traction going into next year. As I mentioned earlier, reaction to our sonar systems designed specifically for unmanned vehicles has been good. We continue to expand the capabilities of these systems in order to better meet the evolving requirements of our customers. We believe these actions will enable us to achieve our long-term goal of reaching annual revenues of $140 million in the next five years with an EBITDA margin in excess of 20%. With that, let me now turn the call back over to Rob.

Okay, thanks, Guy. Let me begin again by giving a detailed review of the second quarter financial results before I make a few summarizing comments. Revenues from continuing operations totaled $6.8 million in the quarter. which was up 62% sequentially versus $4.2 million in the first quarter of fiscal 2022. When compared with our year-ago revenues, this was an increase of 34%. Second quarter gross profit from continuing operations was $2.2 million, up from $543,000 in Q1. This represents a gross profit margin of 33%, which was also up from the 13% we achieved in the prior quarter. The increase reflects the positive impact of operating leverage as higher activity and revenues drove profitability gains. Our general and administrative expenses were $3.3 million for the second quarter of fiscal 22, which was down from $3.8 million in the first quarter due to some normal seasonal fluctuations and our ongoing cost control efforts. Our research and development expense was about $888,000, which was roughly flat with the first quarter. These costs reflect activity on our strategic initiatives, such as synthetic aperture sonars, passive sonar arrays, and sensor systems for unmanned platforms, as well as enhancements to other sonar systems. Our loss from continuing operations for the second quarter of this year was $2.7 million, as compared to a $3.7 million loss in the first quarter of fiscal 2022. Our second quarter adjusted EBITDA from continuing operations was a loss of $1.8 million compared to a loss of $3 million in Q1. As you know, we have the remnants of our legacy land leasing business classified as discontinued operations. After the end of the quarter, we entered into an agreement for the sale of a significant portion of these assets. This transaction will provide us with more than $4 million of additional liquidity. we will continue to monetize the remaining assets, which consists of miscellaneous equipment and certain accounts receivable. Mine's capital structure and liquidity remains solid. At the end of the quarter, we had about $16 million of working capital that included cash and cash equivalents of over 2 million. We have no funded debt, and our cost structure remains lean and flexible. So if challenges persist for longer than anticipated, we remain in a good position to persevere. And with the proceeds expected from the sale of our land leasing assets, we believe we have the resources necessary to soldier on through the challenges and take advantage of opportunities that may present themselves. And despite the challenges we've outlined that are still impacting the global marine market, we continue to hold a view that the second half of the fiscal year will be an improvement over the first half. Overall, our second quarter showed a notable sequential improvement despite all the market volatility. And while conditions are far from ideal, we're encouraged by the ramp in business activity and work through the challenges as recovery gains momentum. We remain firmly convinced as to the soundness of our strategy and believe we are well on our way to meeting our long-term goals. That concludes our formal comments. This time we'll open things up for your questions. Operator?

Thank you. We will now be conducting a question and answer session. If you'd like to ask a question, please press star 1 on your telephone keypad and a confirmation tone will indicate that your line is in the queue. You may press star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment, please, while we poll for questions. Our first question is from Tyson Bauer with KC Capital. Please proceed.

Good morning, gentlemen.

Hey, Tyson.

Just a couple of quick housekeeping questions first. Given the current backlog and your expectation that it will be delivered in whole in the second half of this year, what is the delivery schedule looking if you're forecasting a better second half than the first half? that must imply some pretty good order intake to fill in what you work off in Q3.

I mean, that's right. We do expect additional orders. And remember, our book-to-bill varies based on what the product is. It can be as quick as a week or as long as six months or very large systems. So there is, you know, things that come in and go out, you know, during the quarter or during any period. Though there are some fairly significant orders as I mentioned indicated that we are expecting.

And your backlog composition, is that primarily full systems or is it partial parts that you know are coming up? Just give us an idea of what that composition is right now.

It's all of the above. So there are full systems, both seismic as well as sonar systems. There are parts orders. There are bits and pieces, so it's all of the above.

Okay, and then the second quarter revenue, how much of that was just your, I hate the word normal, but parts and services and stuff that you have reoccurring each quarter?

I don't have the number in front of me, but, you know, it's going to be, you know, half anyway is going to be that sort of stuff, kind of aftermarket, what we call aftermarket.

Okay, so when we go forward.

Except it's quick turns.

We're looking at $3 to $4 million a quarter, basically, that's more or less reoccurring in park services, those things that don't necessarily go into backlog, but have historically been present to each and every quarter.

Yeah, and I think the way I would say it is things that have quick turn that are quick book to build, and so may not be in a backlog at the beginning of the period, but they certainly get, you know, booked and shipped during the period. Okay. So I understand the same thing.

Okay. Is it fair to say that 11 plus million in backlog, you could have an additional six plus million that's your normal reoccurring aspect that would be above and beyond? So we're really looking at 17 million spread across the two quarters?

Yeah, I don't want to get into specifics other than, you know, we do see certainly improvement from the second quarter. You know, exactly when things hit shift, you know, is a bit of a uncertainty sometimes, especially in this environment, but we are confident that over the back half of the year we'll get all this stuff out and stuff on top of that.

Okay, so Q3 better than Q2, Q4 better than Q3. Yep. Okay.

Back half better than first half.

Trade show schedule coming up, the big one in the UK. Is that one we have the official coming out party with yourselves and your European partner?

Not necessarily.

So even though you have deliveries before the end of the year, it's still kind of under a veil?

At this point, correct.

Okay. Is that by their wishes?

I think it's our mutual agreement. Okay.

On the cash flow statement, the PPP, which you had in the first quarter also, the $850,000, Is that the portion, which is roughly what, half that was fully forgiven and the rest has to be repaid, or is it still the portion that is waiting for classification whether or not it will be fully forgiven or not?

That's all been fully forgiven. Half was forgiven last year and half in the first quarter.

Okay. Cash sources, cash management, obviously we have the At the end of the first quarter, assets held for sale was $3.3 million. You sold a significant portion for over $4 million. Looks like we'll have a gain then in Q3. What is left? Does that math work out? We'll have roughly $700,000 or greater gain in the third quarter?

The gap accounting on that is a bit tricky because of some tax and some deferred payments. currency adjustments that go into that calculation. So I think I want to speculate on what a gain or loss might be on that. But the remaining assets, we have some equipment remaining, some different types of equipment that remain that we're continuing to pursue. Not the same magnitude as the transaction we just completed. Also have some receivables that we'll continue to collect under some extended terms.

Do you have an approximate valuation of what you think that market value is as far as being a future source of cash?

Well, I'd just say that it's not to the same magnitude of the transaction we just completed or just announced. But it's still fairly significant.

Okay. And given your outlook on the financial operations... you are comfortable that even if you did get large orders and had a need for working capital, you have the liquidity and flexibility in place to be able to accomplish and deliver on those orders?

That's a big question. I think it depends. We are confident we can operate and we can execute on what we see coming. You know, if circumstances change, Tyson, you know, that's something we'll have to, you know, react to. You know, the supply chain issues are something that's evolving, and that could require us to be a little more aggressive on working capital. But we're confident we can have access to the funds and the resources to take care of them.

Okay. And did the canceled order from Q1 come back in this quarter, or is that still something that is – still out there potentially to come into your backlog?

It's still out there. Yeah, that's future.

Okay, so that's another opportunity that exists that may be on incremental to what you're seeing currently?

Yeah, and likely we'd see that delivered in this year though, given where we are on the calendar.

Okay, so it's technically canceled, but yeah, you're still eyeballing it as something that will occur and be delivered.

Yeah, I mean, that customer continues to be a customer, continues to have needs. And so, I mean, that requirement may look a bit different, but we're confident it's going to come back at some point.

Okay. And last question or comment for me, not significant, but the meaningful insider buying during the quarter, was that a concerted effort together to send the market a statement, just what you're seeing, you felt that you're comfortable with, Obviously, you can only speak for your own purchases and not the others, but what was the mindset there that all of a sudden we saw a group of you started to do insider buying?

I think we all, speaking for myself, and I think I can speak for others, we all are confident that we're, again, on the right track and saw an opportunity and had some liquidity personally and were able to take advantage of it. So we believe what we're doing. Definitely believe in it.

That sounds great. And Guy, if this is your last call, It's been a pleasure working with you and talking to you through the years.

Thanks, Tyson. I'm not sure I might have one more in me, but I appreciate it. And I'm looking forward to certainly the next chapter in my life post-retirement.

Thanks a lot, gentlemen. Okay, Tyson.

Thank you. Our next question is from Ross Taylor with ARS Investment Partners. Please proceed.

Thank you. gentlemen obviously behind tyson there are very few questions left unanswered but could you give us a little bit of color on the potential market size or the project size that you have bids out for right now both commercial and security slash defense and also can you talk about has there been any drag or negative impact from the fact that the u.s you know still does not have a budget at this point in time so as a result you know strikingly in many parts of the government working by financing has that been an issue for you guys yeah i think overall government budget issues have not been a big factor for us uh kind of we're given where we are in the in the scheme of things

You know, we're not like Ed Martin, so it's not as important for us from a macro standpoint. As far as size of projects, I mean, gosh, Ross, they're all over the board. I mean, I'm reluctant to be too specific there for obvious reasons, but, you know, we have, you know, a few hundred thousand dollar projects to a few million dollar projects that we're pursuing. So it's kind of all across the board. One project can be a series of orders of varying sizes as well.

If you look at your bids outstanding at this point in time, do you have an aggregate amount that you currently are in the process of trying to secure? We do.

That's not something I'd like to share at this point, but most definitely it's something we track on a regular basis.

Is it Is it a number that's big enough that if you realize, if you win at your standard or slightly improved rate, that you can get the free cash flow break even in size?

Absolutely.

Well, can you do that in 12 months? I mean, we've looked at you guys. Yes. So you can.

Yes, we can. The answer is yes.

Okay. I appreciate that. I think that obviously getting to that point would be a huge positive. Yeah, no doubt. I understand that completely. Okay. Cool. Well, thank you very much, and I'll pass it back in case Tyson wants to come back in and ask any more questions. Okay, Ross. Thanks, man. Thanks. Take care.

Thank you. This concludes today's question and answer session. I would like to turn the call back to management for any closing remarks.

Okay. I'd just like to thank everyone for joining us today and for your interest in mind. I look forward to talking to you again at the conclusion of our third quarter. Thanks very much.

This concludes today's conference. You may disconnect your lines at this time. Thank you very much for your participation and have a great day.