Greetings, and welcome to the MIND Technology Second Quarter Fiscal 2024 Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorded. It's now my pleasure to introduce your host, Ken Dennard. Thank you. You may begin.

Thank you, operator. Good morning and welcome to the MIND Technology Fiscal 2024 second quarter earnings conference call. We appreciate you joining us today. With me are Rob Capps, President and Chief Executive Officer, and Mark Cox, Vice President and Chief Financial Officer. Before I turn the call over to Rob, I have a few items to cover. If you'd like to listen to a replay of today's call, it will be available for 90 days via webcast by going to the Investor Relations section of the company's website at mind-technology.com or via telephonic recorded instant replay until September 21. Information on how to access these replay features was provided in yesterday's earnings release. Information on this call speaks only as of today, Thursday, September 14, 2023, and therefore, you are advised that time-sensitive information may no longer be accurate at the time of any replay listening or transcript reading. 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 SEC filings, including its annual report on Form 10-K for the year ended January 31, 2023. Furthermore, as we start this call, please also refer to the statement regarding forward-looking statements incorporated in our news release issued yesterday, and please note that the contents of our conference call this morning are covered by these statements. And now, with that behind me, I'd like to turn the call over to Rob Capps. Rob?

Okay. Thanks, Ken. Now as I believe you all know, in August, we took a significant step with the sale of our Klein unit. Today, I'd like to begin by discussing that transaction and the rationale for it before discussing our second quarter 2024 results, as well as our current view of market conditions. Mark will then provide a more detailed update on our financials. I'll then wrap things up with some remarks about our outlook. With the strengthening outlook for our Seamap unit, that we'll discuss further in a moment, we thought it was important to streamline MIND's operations and address the financial requirements associated with our growing business. When the opportunity to sell Klein arose, we saw an opportunity to achieve both those objectives. Our Klein business unit was responsible for approximately $3.1 million in revenue during the first six months of this fiscal year, but contributed an operating loss of about $911,000. On a pro forma basis, had the sale taken place at the beginning of the year, MIND would have reported a positive pretax income as opposed to the $1.2 million loss we reported. This further demonstrates the basis for our decision to part ways with the Klein business unit and focus our attention on other operations. As we've previously disclosed, consideration from the sale was $11.5 million in cash. We used a portion of these proceeds to repay the $3.75 million term loan from earlier this year. After transaction cost and the loan repayments, the net proceeds available to us amounted to about $7.3 million. An added benefit from the sale is the licensing arrangement and collaboration agreement with the buyer, General Oceans. This provides an important opportunity to realize value from our Spectral Ai software suite, which MIND retains. Through this arrangement, we hope…

Thanks, Rob, and good morning, everyone. As Rob mentioned earlier, revenues from continuing operations totaled approximately $8.8 million in the quarter, which was roughly in line with the revenues of $8.7 million in the same period a year ago. Our Seamap segment delivered revenue of approximately $7.6 million during the quarter, which we believe is largely indicative of the continued strength that we're seeing in the exploration and alternative energy markets. Gross profit during the second quarter was approximately $3.3 million, which was marginally down when compared to gross profit of $3.5 million in the prior year period. This represents a gross profit margin of 37% for the quarter, a 330 basis point decrease when compared to the same period a year ago. Gross profit margins for the Seamap segment were up approximately 300 basis points year-over-year, while current period gross profit margins in the Klein declined significantly from the prior year period. Decline in gross profit margins for the Klein segment was due to sales of higher-margin multi-beam sonar systems in the prior year period not recurring in the second quarter of fiscal 2024. Our general and administrative expenses were approximately $3.5 million for the second quarter, which were down slightly when compared to the $3.9 million from the first quarter and $3.8 million for the same period a year ago. The improvement over the prior year period is mainly due to reductions in executive level headcount as well as other cost management initiatives that we've implemented. Our research and development expense for the second quarter was $842,000, which was up slightly both sequentially and when compared to the year ago period. Consistent with prior periods, these costs are largely directed towards our strategic initiatives, including synthetic aperture sonar and passive sonar array. Operating loss for the second quarter was approximately $1.5 million, which was essentially in line with a loss of approximately $1.6 million in the second quarter of 2023. Our second quarter adjusted EBITDA was a loss of $687,000 compared to a loss of approximately $1 million in the second quarter last year. As of July 31, 2023, we had working capital of approximately $13 million and cash of $494,000. After factoring in net proceeds from the Klein sale in August, our liquidity position is significantly improved. As Rob noted in his opening comments, upon the closing of the Klein sale, we also repaid and eliminated our high-cost debt that we incurred earlier this year, and MIND is once again debt-free. I'll now pass it back over to Rob for some concluding comments.

Thanks, Mark. We're more excited than ever for the future of MIND technology. We've taken the necessary steps to streamline our operations, and as we sit here today, we are a more focused and efficient company. We think the opportunities for our Seamap unit are significant. The coupling of favorable market conditions and our differentiated and versatile product offerings is a recipe for long-term success. We're seeing greater customer interest and engagement and historical highs in order flow, which contributes to our high expectations for meaningful and sustained growth. We're confident that MIND is headed in the right direction. We look forward to building on the solid foundation that we've constructed to date. Our Seamap technologies continue to gain traction with customers globally for a variety of end uses, and our team has done a great job adapting our technologies to meet the evolving needs of our customers. As we look forward to the back half of the year and into fiscal 2025, we intend to capitalize on this positive momentum to drive improvements in our financials. The experience this quarter and have traditionally seen, there will likely be revenue variation between quarters due to a variety of challenges and unforeseen circumstances as well as simple customer delivery requirements. With that said, we do believe that the general trend will be one of increased revenue. The favorable market trends, robust customer interest and growth of our backlog continues to give us confidence that sustainable higher level revenue is achievable. We've worked hard and taken the necessary steps to position MIND as a leading producer of differentiated marine technology products, and we're excited about what the future holds. As of today, we're debt free. We have a much improved balance sheet and liquidity position. We intend to continue capitalizing on the favorable market conditions, strong customer interest and engagement and robust order flow to achieve improved results, which we believe will generate meaningful shareholder value going forward. And with that, operator, we can now open the call for questions.

Thank you. We will now be conducting a question-and-answer session. [Operator Instructions] Our first question comes from the line of Tyson Bauer with KC Capital. Please proceed with your question.

Good morning, gentlemen.

Hey, Tyson.

Do you happen to have, just a bookkeeping question right off the bat, kind of the cash balance of where you were as of this morning or last night?

I mean, yeah. I'm not sure if I want to talk about that specifically. But again, if you look at where we were at the end of the quarter, $0.5 million or so, we've added $7 million or so from the sales, so that's going to give you a sense of magnitude.

Okay. And then have you had cash conversion? Obviously, you had some significant accounts receivable with the lower revenue, so I'm guessing just that timetable of converting those receivables to cash?

Yeah. I mean that -- we'll certainly continue to do that. But also remember, we have a large backlog that we are starting to build, so there's ongoing needs there as well. So this is a combination of things.

Okay. On -- if we look at the first six months in Seamap, approximately $18 million. You're talking about some kind of revenue growth as we go forward. I'm guessing you're basing that off that $18 million for Seamap. That would imply at least $36 million for the year, if you have any kind of growth between $36 million and $40 million depending on shipment timings and some other things that can throw a monkey wrench into that. But as of right now, is that kind of the view that you have, is between $36 million to $40 million of revenue?

Again, not wanting to get too specific, but I think again, as far as a sense of magnitude, you're headed in the right direction. I think the interesting thing is we have that history for the first six months that I think, more importantly, if you look at our backlog activity, it gives us visibility for the balance of the year and into next year as well, which is very important for lots of reasons. But you mentioned that the thing that we have to keep in mind is lots of things can happen that cause a particular shipment or two to slide from one way or another. So these -- some of these are sizable orders, a few million dollars. So it only takes one or two of those to have an impact. So just everyone needs to keep that in mind, but the general trend is not different from what you described.

Okay. And the margins typically on Seamap, at least historically, have been closer to, on the growth side, what, 50-plus-percent or 50% depending on what kind of capacity utilization and what kind of -- how many you're actually being able to produce and deliver?

Yeah. Maybe not quite that. I'd say in the high 40s, just kind of where we've seen things historically. We have a reasonable inflow or throughput to the operation. Since we do have visibility going forward, that gives us some opportunities, we think, to be a bit more aggressive in some of our procurement activities as well as in some of our production operations, so we're hopeful to be able to improve that somewhat. But it's really been in the high 40s historically.

And you have been already previously talking about $1 million reduction in your corporate expenses and your G&A expenses even before you did the Klein. Would anticipate some additional savings out of that as we go forward and whatever was allocated to Klein on those corporate. What are you anticipating now kind of as a go forward on those G&A expenses? And then a follow-up, your R&D, was that primarily related to Klein or what portion of that…

Yeah, not entirely. I tell -- I'm going to defer a little bit here. And when we file our 10-Q later today, we're including some pro forma financials in that 10-Q, which I think will give you some good visibility as to what the impact would have been. We alluded to it in our comments today, but I think that will give you some sense. But essentially, the Klein R&D goes away, which is a significant portion of our R&D. The direct Klein G&A goes away, and we also think there's some ongoing things we can do to continue to streamline the operation. I haven't quite quantified those yet. That's something we're looking to do to just make things a bit more efficient. But again, look at the pro formas in the 10-Q. I think that will give you some good information.

And your interest expense goes away also?

Yeah. Absolutely, absolutely. Yeah.

And I guess what I'm leading you to is, and just doing the back of the napkin type of numbers is, should your directors choose to pay forward preferred dividends, the financial wherewithal is there, it may be tight initially, but obviously, you'll have the cash balance. You will have the financial wherewithal on ongoing financial operations to pay that if you decide to do so?

Yeah. Again, we're just analyzing the overall situation and trying to understand how we can stabilize the ongoing overhead cost, but also what are the working capital requirements going to be to make sure we don't find ourselves in a position like we were a year ago and -- for a few months, and having to really get by on a shoestring. That's not what we want to do. That hurts the operation. So certain things are much improved. Again, you're going to see from the pro formas what the numbers look like, so you can draw your own conclusions. We're just going to take all that into consideration when we make our decisions.

Okay. And that decision likely we'll know in early October, which is the time that you have to decide whether to defer or to at least make that October payment on the preferred?

Yeah, that's correct. That's right.

Okay. And really, off the table right now is the accrued amount because we're not in that position to address that at the time being. So the decision is really whether or not we want to pay what is going forward and being current on the forward, and then at some point in the future, make a decision on what the accrued -- whether or not you can back pay?

Again, I don't want to comment on that, Tyson. We're -- it's all on the table right now. We're just going to look at the overall situation.

Okay. In your 10-K regarding the reverse split, it appears that even though it is until November 15, you will make a decision or a split, if it were to occur, would occur on the end of October, which the implication is if you have to have 10 days above $1, that would have to occur within the next four weeks. So…

Yeah. You're right about that.

Scenario is that we have a reverse split, one for 10, just throwing that out there because that was in the proxy, will occur or would likely occur at the end of October?

That is not an unreasonable assumption.

Okay. Oil, $90. Heating oil [dropped] (ph) 40% since July. A lot of tailwinds are building that would be favorable for Seamap. And just to give the listeners a little sense, when your major competitor left the market a year ago, a lot of these decisions on whether or not you get a contract or not is whether the ultimate customer just wants to go ahead and place that order. It's not really a competitive situation where you're going against somebody else as we've seen in years past.

Yeah. As it relates to source controllers, that is definitely the case. We were pretty much the only game in town. We do have some competition for the positioning systems, BuoyLink, and we do have some competition for the streamer systems, but we are focused more on the high resolution, three-dimensional applications used for survey purposes more than deepwater exploration. So we don't go head-to-head with the deepwater streamer systems. So we do have some competition there, but it's pretty thin, it's fair to say.

Okay. And yourself and Mark are not on the Board, correct?

I'm on the Board. Mark is not.

You're on the Board. The Board is going to ask for your recommendation, being the CEO, and the CFO's recommendation on outlook and financials. Are you willing to share what you would recommend? Even though that -- there's only one cog in the decision that the Board will make ultimately in regards to the preferred and going forward?

Yeah. No, I don't think we're going to comment on that. The Board as a whole will make that decision, so it wouldn't be appropriate for me to comment on that.

Okay. Thank you, gentlemen.

You bet.

Thank you. Our next question comes from the line of Ross Taylor with ARS Investment Partners. Please proceed with your question.

Always hard to follow Tyson since he asks all the good fundamental questions. So Rob, I'm just going to -- I'm going to voice some thoughts here. The preferred is actually pretty damn good paper. In fact, it's really good paper for you guys. And there's no way you can go into the marketplace. You paid off a term loan that was, what, [12.9%], I think it was? This preferred is almost 400 bps under that. The fact that you guys and the Board might choose not to pay that off, every time you do that, I mean as an equity holder, I've sat here forever waiting for you guys to get it right. And you're close to getting it right, and I have this feeling you're about the snatch defeat from victory because what if I'm a preferred holder and I get two directors, the first thing I'm telling my directors to do, hire a banker. And there's no way, even with your plans and your confidence, there is that hesitancy, you hear it in your comments, that makes it impossible for this Board to say no to any deal that that banker found that would make the preferred holders whole and the equity holders walk away with next to nothing. And so it's important. Let's get that paper off the back of the common holders, it's just -- it's straightforward. It's -- you can't borrow at 9%. And in fact, you should get to get it going, and that paper is better than going to the bank. I mean eventually, you'll be able to go to the bank and probably borrowing them high single digits at this point in this environment. And it frustrates me, and I just -- I sense that the common holder is just going to be asked to hold a bag and you're going to do a reverse split, get the stock above $1. But in reality, that $8 million, $9 million in value that's attached to the common right now is basically there on the hope that you guys get this thing worked out with the preferred holders. So you are on the Board, and I've known you for a long time, and I know you're a good person and a smart person, and I can't believe that you and this Board are going to let this situation go where you defer the payment again because, as I said, I'm confident Tyson is a smart guy, and I'm sure some of those preferred holders talk to Tyson. And I'm sure they're pretty confident that this company is worth somewhere between $26 million and $50 million or more. And if it's -- if they sell it at $50 million, the preferred holders walk away with everything, and you can't let that happen. Can you?

Ross, I hear your comments and I take those into consideration. So I hear you.

Yeah. Don't -- I mean, I got to be honest. I don't want to come back to a call having supported you guys for this long and have you guys basically have, for [want of $1 million] (ph) paid to the preferred holders, basically may tell the equity holders that they don't have an asset. I've waited too long. This has not been a successful investment for me, but we can still snatch victory from the jaws of [ignominity] (ph). So let's do it.

Okay. I appreciate it, Ross. Thanks. I really appreciate your comments.

Thank you, sir.

You bet.

Thank you. Ladies and gentlemen, that concludes our question-and-answer session. I'll turn the floor back to Mr. Capps for any final comments.

Okay. Thank you, Melissa. Thanks, everyone, for joining us today. I look forward to talking to you at the end of our next quarter. So everyone, have a good day. Thank you.

Thank you. This concludes today's conference call. You may disconnect your lines at this time. Thank you for your participation.