Greetings, and welcome to the MIND Technology Third 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. I'll now turn the call over to your host, Ken Dennard. Please go ahead, sir.

Thank you, operator. Good morning, everyone, and welcome to the MIND Technology fiscal 2024 third 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 housekeeping items to run through. If you'd like to listen to a replay of today's call, it will be available via webcast by going to the Investor Relations section of the company's website at mind-technology.com or you can listen to a recorded instant replay until December 21. Information on how to access these replay features was provided in yesterday's earnings release. Information reported on this call speaks only as of today, Thursday, December 14, 2023, and therefore, you are advised that 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 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 those 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 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. With that now behind me, I'd like to turn the call over to Rob Capps. Rob?

Okay. Thanks, Ken, and thank you all for joining us today. I'll start by addressing some key achievements during the quarter and highlights of our results. Mark will then provide a more detailed update on our financials, and I'll return to wrap things up with some remarks about our outlook. First, I want to address two very significant achievements for MIND. During the quarter, we took a meaningful step towards streamlining and focusing our operations with the previously announced sale of Klein to General Oceans for cash consideration of $11.5 million. We utilized a portion of those proceeds to repay our term loan, eliminate our outstanding debt. This transaction, which resulted in a financial gain of almost $2.4 million, has provided us with important liquidity and financial stability with which to exploit the remarkable growth we're seeing within our Seamap business. Now, this brings me to our second achievement. We ended the third quarter with a record backlog of $37.4 million, over double where it was just three months ago. I'll touch on this in greater detail shortly, but I believe this unprecedent backlog is indicative of our specialized capabilities and product lines. Additionally, subsequent to the end of the quarter, we entered into a supply agreement with a major international seismic contractor. We expect to receive initial orders under this agreement shortly. This means that we start the fourth quarter of this fiscal year move into next fiscal year with a record backlog and confidence in continued order flow. Our Marine Technology Products revenue during the third quarter was approximately $5 million, and this was significantly lower than we had anticipated. We experienced delays in the delivery of certain components, which prevented us from getting these orders completed, out the door and recognize as revenue before quarter-end. These orders,…

Thanks, Rob, and good morning, everyone. At the outset, I would like to point out that with the sale of Klein, those operations have been treated as discontinued operations and prior period results have been restated to reflect that. Accordingly, the results from continuing operations that we reported yesterday and our discussing here today, including prior period comparative data, do not include amounts related to Klein. They include only our ongoing business. As Rob mentioned earlier, revenues from continuing Marine Technology Products sales totaled approximately $5 million in the quarter, which was up about 64% from approximately $3 million in the same period a year ago. While we experienced several delays during the third quarter that resulted in some revenue getting pushed into the fourth quarter, we believe the strength we are seeing in all our key markets and the growth in our backlog of orders positions us well for sustained higher level revenue in the coming quarters. Gross profit during the third quarter was approximately $2.3 million, which was up meaningfully when compared to gross profit of approximately $862,000 in the prior-year period. This represents a gross profit margin of 45% for the quarter. We're pleased that we were able to deliver some higher margin orders during the quarter despite the overall lower sequential revenue levels. Revenue in the quarter was largely driven by sales of spare parts as opposed to sales of full systems. These transactions, while smaller in size, tend to generate higher gross margins. Our general and administrative expenses were approximately $2.9 million for the third quarter, which was down slightly when compared to approximately $3.5 million from the second quarter and $3 million for the same period a year ago. The sale of Klein is allowing us to streamline our operations and thereby reduce some…

Okay, thanks, Mark. Our conviction about the future of MIND Technology has only been strengthened by recent achievements. We've taken the necessary steps to streamline our operations and focus on profitability. We believe that this company is better positioned now than ever. Our Marine Technology Products continue to penetrate a variety of industries and markets, which I believe is a direct correlation to the work that our team has done to develop and continually adapt our technology to meet the evolving needs of our customers. We believe that the record backlog that we have achieved is just the beginning, as there are still significant opportunities for our Seamap unit and our other initiatives. Market conditions remain favorable, and we genuinely feel that the robust customer interest and engagement that we've seen to date signifies that the market adoption of our product lines is gaining traction. We're confident that MIND is headed in the right direction. We look forward to building on the strong foundation that we've constructed. As I mentioned earlier, the increase in business comes at price, that being the capital needed to execute the growing business. As you probably know, we did declare and pay a dividend on preferred stock for the quarter ended October 31, 2023. However, it remains about $4.7 million as accumulated dividends from prior periods and the ongoing dividends accrued at a rate of about $3.8 million per year, while our liquidity and financial position have much improved, we do not believe that our current operations can generate the capital needed to exploit and grow our business and, at the same time, pay ongoing or accumulated dividends on the preferred stock. Therefore, while no decisions have been made and circumstances can change, we currently believe it unlikely that we will declare further dividends on our preferred stock for the foreseeable future. As we experienced 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 the general trend will be one of increased revenue. The favorable market trends, robust customer interest, and substantial growth of our backlog continues to give us confidence that sustainable, higher-level revenue is achievable. Looking forward, we anticipate meaningful financial improvements in the fourth quarter and in fiscal 2025 as we convert our record backlog to revenue. We're encouraged by the current macro environment and believe that our streamlined, differentiated, and market-leading suite of Maritime Technology Products is uniquely positioned to capitalize on favorable customer demand. We expect to continue adding new orders in the coming months and to then utilize this momentum to drive meaningful shareholder value. And with that, operator, we can now open the call up for some 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.

I'm trying to get a where we are today kind of look at the company, and all this is going to lead up to the eventual question of where we need to get to. But you ended the quarter $37.4 million of backlog, $5 million to $6 million of that is because we had deferred revenue that will fall into this quarter. So, you have approximately $32 million backlog. That is a significant increase from $17 million at the end of July. Where are you kind of today and where your backlog stands relative to also your recognized revenue in the quarter? Has that $5 million to $6 million been realized already along with your other expected revenue you thought you were going to have? Or is this a situation where the components delay really has pushed everything to the right of the calendar, so we don't necessarily have that catch-up where all of a sudden we have a $12 million, $15 million quarter?

Yeah. So, Tyson, we -- those delayed orders have partially been shipped. They're not all completed. They've been partially done. We do expect them all done by the end of the quarter, much by the end of the calendar year. So, I think we will see a bit of a catch-up, to use your term, in this quarter. So, it's not a bad way that's getting pushed out all the way. There's a certain component that was two months late coming to us from a supplier so just didn't give us enough time to get everything built and out the door when we originally scheduled to.

And are these components that are just drop-in for -- like we see with the automakers, they need a chip, they build the vehicle and then they can put the chip in and then ship it. Is that the situation here where it's a drop-in component that you can make the product and you're just waiting on that last component to complete it, or is this something at the beginning of the process that just kind of halts the whole system and build?

Well, it's kind of halfway in between, that's the way I'd describe it. It certainly is a drop-in and we can complete much of the system, but we have to drop-in this component before we can then complete everything else. So, it's a little bit of both. So, we certainly have been able to continue with production and have things ready. We have components sitting on the bench right now that we're dropping-in, to use your term, to finish this. I think, of course, then there's software to be burned in, things of that nature, part of the process that has to happen at the end. So, we have been able to continue with the process, like the thumbnail of your question.

Okay. And just for the sake of clarity, because I think you mentioned this in the last call, if the expectation you did $5 million, you thought you had $5 million to $6 million that was deferred, that implies that you thought you were going to be able to do $10 million to $11 million in the quarter. I think in the last call you thought that the quarters would be somewhat similar, obviously, depending on some timing issues. Does that mean you're walking into this quarter with the expectation that you thought you were going to do, say, roughly $10 million, and the $5 million to $6 million is an add-on, or -- give us a little better clarity on that?

No, I understand where you're going. The answer is yes, although I understand just the caveat, things can happen and we can have something drop-in unexpected, we do better. We get something pushed to the left or to the right rather, for whatever reason, but fundamentally, your analysis is correct.

Okay. When we look at where your accounts receivable were or was at the end of July compared to where it was, obviously, you have the benefit of Klein drops out of that, obviously. Also, you didn't have the sales that were realized in the quarter. Does that anticipate, if we go back to that July level and that level of business that you're expecting to do since you haven't made all the deliveries as of yet, a $3 million working capital requirement, just on that alone, not looking at additional inventories in that, which would leave you at the end of the fiscal year, roughly $2.5 million of cash left?

There's a lot of calculus that goes into that, Tyson. So, I'm not sure I'd draw that exact conclusion. Certainly, delayed shipments mean delayed cash flow coming in, but there'll be some catch-up there as well. We have had to use working capital to buy components, so there's some benefit there. There are some contracts that we have advanced payments on, prepayments from customers. So there's lots of things that go into that calculus. But I think the message is, with increasing business, that means there is an increase in working capital requirement, be it receivables, be it inventory. And so, that's the reason we're trying to take the position we are.

Okay. Well, that's why we're -- ultimately all these questions are going to come down to what operational level do you think or believe you need to be at to reinitiate that dividend, also meet your working capital needs given the growth outlook. And we've already seen, say, on your inventory an $2 million increase that was offset by the reduction in accounts receivable. So, at $5.5 million where you ended the quarter, are you anticipating being able to maintain that level, or is that level going to be further stressed at the end of the year? And what level is comfortable for you to reexamine whether you have the operational results to re-initiate the dividend and meet your requirements both?

So, Tyson, the answer there is we don't know for sure, because we need to understand how the business is going to -- how the cash flow and how the working capital requirements are going to flow as this business flows through the production cycle. So that's the reason we want to be conservative here and keep our powder dry, if you will. So that's the whole reason why this is a huge backlog improvement. I mean, this is unbelievably larger than anything we've seen in the past. So, we think it only prudent to make sure that we first serve the business and can execute on the business before we make any decisions on the preferred stock. So, we just haven't decided yet.

And foreseeable future, if we get through and we play a little catch-up, as you just mentioned, and we start kind of getting a more stabilized flow as long as component supply is there, does that imply by the end of Q1 of the next fiscal year you should be in a more comfortable position on where you're at to make that decision? I mean, is foreseeable future one, two quarters or is it 'don't expect anything for the next fiscal year'?

I said I don't know at this point. That's what we're trying to understand. So, I can't give you more guidance than we have here.

Okay. The pending contract structure, obviously you're not going to name who and it probably doesn't make that big of a difference. Are those more for components, whole systems that you are going to be supplying, which obviously is going to be far more lumpy? And does that imply that they're operating as kind of a middleman as opposed to the end user, which is typically your customer?

They're for full systems. They are the end user. And there is a production schedule that we're working out with them over the next several quarters.

Okay. So, when we see orders from them, these are going to be for whole systems. So, we're looking at the $1.5 million all the way up to $4 million type systems that they would be purchasing at a time?

Correct. Maybe even some smaller systems as well. But yes, the answer is yes.

Okay. And is this a multi-year agreement?

It is.

Is there an accordion-type feature to this where you've set the price and it's just a function of that price will be good for what they need going forward?

No, no, no. And no -- but I don't want to get into specifics for some committed reasons as you might imagine.

Okay. But we should see before the end of the year some more details and color come from this contract that will make it clear and obvious to the rest of us, the scope of it?

I usually will. I think I'm very confident about that.

Okay. All right. I mean, for right now, I'm sure Ross is in queue. We'll let him take over. But it looks like, at least operationally, you're where you want to be. It's just what are we going to do on the decision on that accumulated deficit on the preferred and what's it going to take to actually catch-up business-wise to basically create that residual value for the common once we satisfy the preferred side. So, hopefully, we'll know that in a quarter or two.

Okay.

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

Well, Tyson was right.

Don't tell him that.

Yeah, well, he knows it now. You and I have had a number of conversations about the imperative nature of paying this dividend because there is no way you can -- I mean, the equity is a residual here. And for those of us who own equity, for -- we want and need you to get this preferred out of the way so we can start to accumulate the value that is going to grow in this company. And it strikes me as -- a couple questions first. What was the inventory, working capital impact or drag last quarter from the deferred sales? Obviously, you were building stuff. You had costs that you incurred that didn't go out the door as sales to generate revenue. So, what kind of impact was that?

Our inventories over the last six months are up about $3 million roughly.

Okay. So, as you sell that out, we should start to see that cash flow should come in?

Yes. But understand we're going to continue building...

Yes, I understand. As you build backlogs and accounts receivable, you and I talked about the fact that you can actually do other steps, factor accounts receivable, things of that nature, that the cheapest debt you're really going to get is the preferred, but it also absorbs. Right now that preferred probably has about $46 million worth of value. Your equity has about $8 million worth of value. It strikes me as I said before that if I want my equity to grow, you got to solve the problem with the preferred and it's got to be imperative. And one of the things that you guys do is you keep promising us it's going to work as a company and then just when you get back on the road, it's like, if you didn't think you could pay the fourth quarter dividend, why would you pay the third? Save the money and pay it in the fourth, so you can start a string of winning. I'm starting to think you guys are managed by the same people who manage the Seattle Mariners, which is being from Seattle, not a compliment. But I think that -- I mean, I'm wrestling with what your thinking is because I'm hearing you say we worry about this, but in fact, you have a lot of other alternatives to finance. You -- quite honestly, if I were sitting on your Board, I would say if I vote against the dividend, the only other question is, I hire a banker for, A, to short the company, or B, to give it to Tyson to do an ATM and raise $5 million, because by my calculations, if you could buy back, say 500,000 shares for $5 million, you actually create $3.33 a share, an extra value for the common stock, which is basically a better than 50% increase over what it went out at. It just strikes me as we really need to get focused on being a public company and developing the confidence of the Street. As I said, every time it seems like you're about to turn that corner, you go into another dark place. How do we keep from being there? And answering Tyson's question of you don't know, I understand you don't know, but you've got to have a plan and that plan's got to be using these -- you and I talked about other ways of raising capital and using these other ways because I think that you want to actually be able to eventually use that preferred dividend or preferred as a way to raise capital. It's a better way than going into the general financing market, I would think. Am I wrong?

Ross, I understand all your comments. Believe me. Nothing is news to me on this side. I understand completely.

It's not news, but, I mean, to be honest, and the idea that you drop the comment, you haven't made a decision and you drop it with two weeks left in the year is just, Rob, we've talked and I've known you for a long time and I've been a real loyal shareholder. But you know how frustrating it is to watch, you basically come in and do something like this with two weeks left in the year because it just sets -- it sets you back so much more than potential loss of one quarter's dividend. It sets you back to where you all the street cred you're building is going to have to restart. And I think the Board needs to recognize that. You got cash and you got stuff coming on and your credibility as a public company -- I mean, it's one thing if you're private, but you're public. So, you have a duty to your shareholders. And I think that duty -- I'd rather see you issue equity to loop me a little bit on it -- to loop me on equity even heavily because getting rid of that preferred particularly can get rid of it at $10 or $12 a share if you can buy back, that's a huge win for us shareholders. So, we've got to be thinking about the game plan, okay? I know this isn't a happy conversation, but I'm not happy with the way this is falling together. So, I feel like we're right back where we were a year or two ago except for we thought we were so much better.

Okay.

Thank you.

All right. I appreciate the comments, Ross.

And give Tyson a call about the ATM if you don't pay the dividend. I think he'd love the business.

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

All right. Thanks, everyone, for joining us today. I look forward to talking to you at the end of our fourth quarter. Thanks very much.

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