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

Thank you, operator. Good morning, and welcome to the MIND Technology fiscal 2024 first quarter earnings conference call. We appreciate all of 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'll be available for 90 days via webcast by going to the Investor Relations section of the company's website at mind-technology.com, or you can listen via a recorded instant replay by phone until June 21. Information on how to access the replay features was provided in yesterday's earnings release. Also, information reported on this call speaks only as of today, Wednesday, June 14, 2023, and therefore, you're advised the time sensitive information may no longer be accurate as of 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 making to 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 in its annual report on Form 10-K for the year ended January 31 2023. Furthermore, as we start this call, please refer to the statement regarding forward-looking statements incorporated in the press release issued yesterday, and please note that the contents of our conference call this morning are covered by these statements. So now, without further ado, I'd like to turn the call over to Rob Capps. Rob?

Okay. Thanks, Ken. As we did last quarter, we've prepared an updated presentation covering our discussion this morning, and we posted it to our website. I invite you to refer to that at your leisure. Today, I'll begin by discussing our first quarter 2024 results as well as our current view of market conditions. Mark will then provide a more detailed update on the financials. I'll then wrap things up with some remarks about our outlook. We are very pleased with the first quarter results and the start of our fiscal 2024, which we believe demonstrate our ability to capitalize on MIND's favorable market position to continue delivering sustainable top-line improvement. Our financial and operational performance remained strong in the quarter, as expected, resulting in much improved financial metrics across the board when compared to the year ago period. Revenues were up 39% year-over-year, and despite a robust fourth quarter results, we also grew our revenue sequentially. Additionally, we achieved a much improved gross profit margin of 43% during the quarter. Most importantly though, we produced positive operating income. Once again, we also produced positive adjusted EBITDA. The fourth quarter was the first time since we transformed the company that we achieved this, and we're proud to continue that trend in the first quarter. As anticipated, we executed on our backlog, which resulted in significant top-line revenue of $12.6 million. Although we generated substantial revenue in the quarter, we maintained and even grew our backlog. As of April 30, our backlog of firm orders stood at $22.6 million compared to $13.4 million at the same time a year ago and $20.7 million at the end of last quarter. We believe this trend is indicative of the favorable market conditions and the differentiation of our product lines, and we're confident this…

Thanks, Rob, and good morning, everyone. As Rob mentioned earlier, revenues from continuing operations totaled approximately $12.6 million in the quarter, a 39% increase when compared to the $9.1 million in the same period a year ago. Our Seamap segment delivered substantial revenue of approximately $10.6 million during the quarter, which demonstrates the growth that we're seeing in the exploration and alternative energy markets. Gross profit during the first quarter was approximately $5.4 million, which was up approximately 65% when compared to the prior-year period. As Rob also mentioned, this represents a gross profit margin of 43% for the quarter, a 700 basis point increase from the 36% we achieved during the same quarter a year ago. The higher revenue achieved in our first quarter resulted in greater overhead absorption, generating a much more favorable gross profit margin. Our general and administrative expenses were approximately $3.9 million for the first quarter, which were up slightly when compared to the $3.7 million from the fourth quarter. However, as we've mentioned in the past, our G&A expenses tend to be front-end loaded as we incur higher payroll taxes, professional fees and travel-related expenses in the first few months of the year. This recurring trend, although minimal, was evident in our first quarter results. Our research and development expense for the first quarter was $773,000, which was up approximately 9% sequentially, but down 24% from the same quarter a year ago. Consistent with prior periods, these costs are largely directed toward our strategic initiatives, including synthetic aperture sonar and passive sonar arrays. Operating income for the first quarter was $289,000 as compared to a loss of approximately $2.5 million in the first quarter of fiscal 2023. Our first quarter adjusted EBITDA was $913,000 compared to a loss of approximately $1.9 million in the first quarter of last year. As of April 30, 2023, we had working capital of approximately $14 million and cash of $815,000. As noted in Rob's opening comments, we continue to see improvement in our liquidity. I'll now pass it back over to Rob for some concluding comments.

Thanks, Mark. We remain encouraged by our results for the first quarter and by the favorable outlook in each of our key markets. We are generating sustainably higher revenue while maintaining and growing our backlog of business. And customer demand and engagement remains strong, resulting in better-than-ever quarter flow. We're optimistic that MIND is in a position to build on this momentum in the coming quarters. And we look forward to sharing the fruits of our labor with you. As we look forward to our second quarter and the remainder of fiscal 2024, we're excited about the opportunities that lie ahead. Many of our technologies continue to gain traction with customers globally for a variety of end uses. And as I noted earlier, our Seamap products are playing a significant role in paving the way for MIND's continued growth. We've traditionally seen there will likely be revenue variation between quarters due to a variety of challenges that are often out of our control, such as supply chain issues, tighter vendor credit requirements, evolving delivery requirements, government contracting processes, and technical and production challenges that can impact production and deliveries. However, 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 feel good about where the company sits today. We believe that our development programs will continue to positively contribute. There may be certain unforeseen circumstances that cause orders or deliveries to slide to the right, but we do believe that the general trend will be on of increased revenue. As I mentioned earlier, there are challenges that come with our improving business. We're doing our best to manage these challenges and demands. In closing, we're excited about the future of MIND Technology. Our stable and growing backlog, robust order flow and increased revenue levels are indicative of our technology being in greater demand. We intend to continue capitalizing on the favorable market conditions and macroeconomic environment and robust customer interest and engagement to achieve improved results going forward. We've worked hard to position MIND as a leading producer of differentiated marine technology products. We intend to build on this momentum to generate significant revenue, which we believe will drive meaningful shareholder value throughout the remainder of fiscal 2024 and beyond. And with that, that's our prepared remarks. Operator, we can now open the call up for questions.

Thank you. [Operator Instructions] Our first question is from Tyson Bauer with KC Capital. Please proceed.

Gentlemen.

Hey, Tyson.

You want to start with some operational questions or the elephant in the room on trying to climb out of the preferred dividend hole and what some of remedy possibilities are...

Up to you.

All right. Let's start backwards, and then we'll figure out if the operations will get us the resolution. On the preferred dividend, obviously, you can defer one more before we get to the six deferred later this fall. Are remedies possible where you can roll those dividends where you're paying maybe ones that are in arrears in essence, you do not have to make one cumulative payment to become whole, there are other options, correct?

That is correct. You're exactly right. So, we could we could pay one or two or three or -- so you're right. We could pick and choose, if you will. They continue to accumulate, of course, it's either way. But yes, you're right, we don't have to do it all at once.

Okay. Which then also pushes to the right that holds six deferred. As long as you're not six or more deferred, we don't trigger some of those provisions that are within the preferred dividend. So, we could actually roll forward to buy you some time, but also you're then returning capital to those holders which then should benefit the common guys that there will be some residual value left for them also, correct?

Yes, but let me correct. It's actually, if I'm not mistaken, the provision is once we've deferred six dividends, not that we have six in arrears, I think that then triggers the rights of preferred to name two directors, and that's the only remedy that the preferreds have. I think there's two more before we trigger that. So it's not a catastrophic thing by any means, just to clarify. But that does give us ability to catch up over time, if you will, and return from capital to the preferreds.

And according to your proxy statement, the largest preferred holder still is Mitsubishi.

That's correct.

Okay. And as your intent, we got two more that buys you some time. You're looking at a, now we'll get into some operational questions, that operations could be there or to satisfy, give you more options as we go through the next six months or really the next four months?

Yes, I think so. I mean, obviously, as you see, last two quarters, we produced essentially enough EBITDA to make that dividend. So, if we can address, the working capital needs and feel comfortable about where we stand there, then we, operationally, are approaching a point where we could address that.

Okay. Margins, you're seeing some nice improvement. Typically, you have some decent margins on the Seamap with those large whole system sales that you get. Are we looking at the backlog bid margins even showing greater improvements and greater trend improvements as we get some more economies of scale as that backlog grows, as that throughput grows and covering those fixed expenses?

Yes, there's no doubt there's benefit. The biggest benefit, Tyson, is if we have some visibility down the road as to production requirements, we can be much more efficient in buying, buy bigger lots, things like that. So, we can be much more efficient and we can be more efficient in the factory as well. So that certainly has a benefit. Now, to be fair, the counter to that is there are various inflation out there. So, I think we would expect some improvement, but it is going to be mitigated to some extent by just general inflation and supply chain issues, lead times, things like that are still out there.

You talked about Seamap having a robust market. Sometimes those delivery schedules can get a little lumpy on those system sales. As you look at Q2 or in the next couple of quarters, any ideas on those delivery schedules on whether they're concentrated in one quarter or next, or do we have a fairly even flow?

Yes. You sound like you've been in some of our operational meetings. We're trying to have a more even flow. So that's the way we schedule things. But as I said, you have some key components that you don't get delivered when they're scheduled to be delivered, and that can slip things a bit. So, I'm reluctant to be too definitive with that just because you have a [$3 million] (ph) order that you can't ship because of some component, then that has a big impact. But we are -- we do have better visibility, I think, this year than we have in the past and not just to Seamap, but that client as well. So, we think we're better able to do some planning and be a bit more efficient. That's something we're really working hard to do.

Okay. In the news recently, there have been a lot of discussions of the Saudis major offshore expansions. I think their oil field offshore, they're trying to double or triple the size of that. [indiscernible] energy analysts yesterday coming out a lot of offshore activities, which you should be a beneficiary of...

Well, I think it's right. There is definitely seismic exploration offshore that is -- and onshore for that matter, that is contemplated with those projects. And I think any time there's offshore seismic exploration, we benefit from that.

And you really have a lot less competition than people remember from even a year or two years ago with one of your major competitors exiting.

That's true. When it comes to digital source controllers, we really don't have a competition at this point.

Capital requirements, obviously, we needed that infusion. We talked about that in the last conference call, that $3-plus million. You almost benefit if you do have a little delay just because you get a working capital benefit, say, in Q2 or whatever that helps out your operating cash flows. But in general, your working capital, are we to that stage where we can roll it so there is no real deficit, we're just now into a systematic role on cash conversion?

Yes, that's a complicated question. I think we certainly are approaching that point, as the cash flow from the last couple of quarters would indicate. But I think the wildcard there is when you get into procurement of larger amounts for more systems, larger systems, then that can create some additional demands for advanced payments, prepayments, things of that nature. You're going to do a larger purchase for -- to buy components for four systems, which is not going to produce the last two until two quarters out. So, it can work both ways. So it's something we have to balance on a, frankly, daily basis.

Okay. So, we might see that accordion feature on those real estate secured financing being utilized temporarily just to get you through a quarter or two, but overall, you're in good shape?

I think that's fair to say.

All right. Thanks a lot, gentlemen.

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

Yes, thank you. A couple of questions quickly. Since you just sort of talking about real estate and the loan against it, where do you stand with the idea of selling that asset or sale of leaseback that asset to capture a more significant amount of capital from it?

We -- frankly, Ross, we are investigating that as we speak for -- we have two pieces of real estate, the [indiscernible] facility and also in here in Texas in Huntsville. So, we are investigating that. Obviously, the banking situation, interest rates kind of went in the wrong direction for us in the last couple or three months, but I think there certainly are possibilities there. So that's something we're pursuing.

Okay. Second, with the increasing focus by world navies on underwater autonomous system, it would strike me then they need to do substantial increase in mapping in areas in which we intend to operate, particularly in areas like the South China Sea. Are you seeing or do you expect to see an increase in demand for your capabilities, your products and technologies from people like the U.S. Navy perhaps the Koreans and the Japanese who will need to be operating in areas that are contested, expected to be home for a lot of these underwater systems?

Without being specific, the answer is yes, most definitely. That is definitely driving activity for us.

Okay. And do you think that would be a short or intermediate term time horizon?

I think we've already benefited to some extent, but I think we'll see that to continue on a significant basis. So that will continue. We'll see current as well as intermediate and long-term benefit from that.

Okay. What's the total outstanding value of the deferred preferred dividend at this point?

So, it's $44 million, $44 million, something like that, including the dividends -- deferred dividends.

What's the preferred -- what is -- what do you owe on the preferred dividend?

Approximately $4 million, $3.8 million, $3.9 million.

$3.8 million. Okay. I mean that's, once again, still a substantial portion of the outstanding or the value of the common stock. It does strike me as for those of us who own common stock to get value out of that, we really need to keep that from happening. The end game of this company most likely is a sale of the business unless you can meaningfully increase the top and bottom line. It's hard to -- at this stage, the market cap just doesn't justify being public, quite honestly, it probably is worth a lot more to someone as a private business. And with the way it works, the preferred holders are going to take -- get first cut -- basically first payout as well as the deferred dividends being paid out before anything trickles down to the equity holders. So, the faster you guys can come up with a way to stop that and start to create wealth for the common holders, I think that as a long-suffering common holder, I would appreciate those steps. It strikes me as we're kind of in a situation where this company has meaningfully undervalued, but the way to get it, it's likely going to be sale if we can come up with a pretty near-term solution for turning this into something that people want to own.

Understood completely.

And lastly, the comment -- the answer you had to Tyson's question, the fact that you can come up with some alternative solutions to stop the bleed, I would think that would make tremendous sense if you can find a way to stop the bleed. You got an eight -- six-person board that would make eight. Honestly, if I were put on that -- if I were on to the Board, I would say the first thing we'd have to do is explore sale. So, I would prefer to -- I think you probably prefer to keep them from getting their two directors who will have disproportionate say because of the level of investment they have in the company.

Understood.

Thank you.

Okay. Appreciate it, Ross.

Take care.

Mr. Capps, there are no further questions at this time. I would like to turn the floor back over to you for closing comments.

Okay. Thanks, everyone, for joining us this morning. We look forward to talking to you again at the end of our second quarter. Thanks very much.

Thank you. This will conclude today's conference. You may disconnect your lines at this time, and thank you for your participation.