Greetings, and welcome to the MIND Technology Fiscal Fourth Quarter 2021 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.

Please go ahead..

Thank you, operator. Good morning, and welcome to the MIND Technology fiscal 2021 fourth quarter and year-end conference call. We appreciate all of you joining us today. Your hosts are Rob Capps, Co-Chief Executive Officer and Chief Financial Officer; and Guy Malden, Co-Chief Executive Officer and Executive Vice President of Marine Systems.

Before I turn the call over to management, I have a few of the normal housekeeping details to run through.

If you'd like to listen to a replay of today's call, it will be available for 90 days via the web -- via webcast by going to the Investor Relations section of the company's website at mind-technology.com or via recorded telephonic instant replay until April 20th and information on how to access the replay was provided in yesterday's earnings release.

The information reported on this call speaks only as of today, Tuesday, April 13th, 2021, 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, please 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 the conference call were also covered by these statements. And now without further ado, I'd like to turn the call over to Guy Malden.

Guy?.

Thanks Ken, and good morning, everyone. We would like to thank you for joining us today for our fiscal 2021 fourth quarter and year-end conference call. As you all will appreciate, the last 13 months have presented an unprecedented challenge.

Now those challenges notwithstanding, we accomplished a great deal this past year and believe we are well positioned for an improving business environment. Now, let me highlight a few of those accomplishments.

Last summer after receiving shareholder approval, we initiated our rebranding by reincorporating from Texas to Delaware and renaming the company, MIND Technology. This action coincided with our decision to exit the land leasing business, and we think it reflects an inflection point in the company's transformation.

One of the actions that has helped expedite this transformation is expansion of our human capital. We believe the additions we have made when combined with our existing personnel create a powerful team.

Last July, we consummated an alliance that reflects one of our principle strategic initiatives, that is the pursuit of non-organic growth either through strategic partnerships or acquisitions.

In this case, we entered an agreement with a major European defense contractor to jointly upgrade existing technology to create the next generation of synthetic aperture sonar systems or SAS, for both the commercial and military markets.

This technology is designed to meet the growing need for higher resolution sonar systems used in very demanding and critical functions such as mine countermeasures and higher-end commercial surveys. Also last summer, we successfully demonstrated new sonar technology and systems tailored specifically for unmanned vehicle applications.

With the growth in the use of unmanned or un-crewed vehicles, we think this is a very exciting market opportunity that holds great promise. From late fall through the winter, we began to see signs that demand in our marine exploration market was improving, as inquiry and bid activity increased.

Subsequently, we have received a number of orders related to our line of energy source controllers and related products. Last month, we entered into a Master Service Agreement with PGS for the provision of source controllers and related services.

This new framework expands our long-standing relationship with PGS and will enable us to efficiently service and supply advanced source controller technology to their fleet over the coming years. Overall, these orders suggest that the marine markets may be poised for greater levels of activity through the year.

The sizable jump in our backlog to over $14 million, as of the end of the year versus $8.2 million at the end of the third quarter and about $8.9 million at the beginning of the year seems to corroborate this, and we think is an indicator of an improving outlook.

Let me now turn the call over to Rob, who will discuss our fourth quarter financial results in more detail and add some closing comments before turning the call over for Q&A..

Thanks, Guy. I'll begin by giving you a detailed review of the fourth quarter financial results before making a few summarizing comments. So keep in mind that I'll be discussing our continuing operations, which were composed entirely of Marine Technology products. Our legacy leasing operations are classified as discontinued operations.

As Guy mentioned, our past fiscal year was full of unprecedented challenges not only for us, but also for our customers. We believe the disruptions and uncertainties arising from the COVID-19 pandemic had a significant impact on our results.

Revenues from continuing operations totaled $6.4 million in the quarter, which is roughly flat sequentially versus $6.5 million in the third quarter of fiscal 2021. Fourth quarter gross profit from continuing operations was $2.5 million, up from $2.3 million in Q3.

This represents a gross profit margin of 40%, which was up from the 35% in the prior quarter. The increase reflects changes in product mix between the periods. However, gross margins remained somewhat depressed due to lower activity and the resulting unabsorbed manufacturing cost.

General and administrative expenses were $3.7 million for the fourth quarter of fiscal 2021, which was up 26% sequentially due primarily to legal and accounting fees as well as some increased insurance cost. Our research and development expense was $926,000, which was roughly flat with the third quarter of this year.

Due to increase in activity on the strategic initiatives we're pursuing, we're seeing these costs rise this year. Our full year 2021 R&D expense was up more than 60% from fiscal 2020.

Our loss from continuing operations for the fourth quarter of this year was $3.3 million, as compared to an operating loss of $1.5 million in the sequential quarter of this year. Our fourth quarter adjusted EBITDA from continuing operations was a loss of $1.8 million compared to a loss of $1.5 million in Q3 of this year.

We continue to make progress on the disposal of the land leasing business. Despite the unsettled economic conditions, we sold assets totaling roughly $800,000 during the fourth quarter and about $1.5 million since the decision in July to exit this business. We continue to pursue a number of opportunities to monetize these assets.

MIND's capital structure and liquidity remains solid. At the end of the quarter, we had about $19 million of working capital that included cash and cash equivalents of over $4.6 million. As of today, we have no funded debt, as our governmental assistance or PPP loans have been forgiven.

Thus, with a lean and flexible cost structure as well as proceeds from the continuing sale of our land leasing assets, we believe we are well positioned to handle the challenges of the current environment and to exploit the opportunities before us.

Despite the continued COVID overhang, we're nonetheless seeing increasing levels of customer interest in our product offerings. As Guy touched on, starting in the latter half of our 2021 fiscal year, we saw an uptick in inquiries and request for quotes. This resulted in a pronounced influx of orders for our GunLink source controllers and upgrades.

As at the beginning of this new fiscal year, our backlog amounted to $14.2 million. This is the highest our backlog has ever been and is up more than 70% from the $8.2 million backlog at the end of the third quarter. While this certainly bodes well for our business, keep in mind that the future order flow can be sporadic due to a host of factors.

Now, given our beginning backlog and the perceived increase in general activity, we do expect performance to improve in fiscal 2022. However, due to varying order sizes and delivery schedules, the improvements may not be spread evenly across all quarters.

As I have said before, even if the recovery is delayed, we remain ready to make further adjustments to our operations and cost structure. Our clean balance sheet also allows us the necessary flexibility to raise additional capital to help fund our growth should the need arise.

We remain committed to the transformation of the company and are convinced that we're on the right path. As we've said publicly before, our goal is to reach annual revenues of $140 million over the next five years with an EBITDA margin in excess of 20%. We envision attaining this in the following three ways.

First, our existing products and markets, such as GunLink, BuoyLink, SeaLink and MA-X. Second, new products and markets arising from our strategic initiatives, such as sensor systems tailored for unmanned marine vehicles. SASS products with our partner and application of our towed streamer and hydrophone technology to maritime security applications.

And then finally, acquisition of new technology and products either through outright purchase or other partnering arrangements. So in closing, we remain very excited about the future of MIND Technology.

And we'd like to end by thanking our stakeholders for their continued support and our employees for their dedication and valuable contributions through a very tumultuous and challenging time. That concludes the formal comments. Operator, we will take some questions now..

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

Good morning, gentlemen..

Good morning, Tyson..

Can you give a little more color on, one, the timeline of the current backlog and how that correlates with the cash management needs going forward, whether that's on your working capital needs, the ability or the need to raise capital from various sources, so viewing the backlog and how that's going to roll through also with that cash management?.

Sure. Sure, Tyson. We expect essentially all the backlog to be delivered this fiscal year, if not all of it. As far as, you know, we have a build plan in place in order to meet those schedules through -- throughout the balance of the year. And so, that's really factored into our working capital needs.

And so, our comment about thinking we have the liquidity to execute on that with things on hand, I think we've contemplated the build plan and the working capital necessary for that. Luckily, we entered the year with a bit of working -- bit of inventory on hand, which will help serve those -- those orders.

So, we don't have to go around – spend [ph] cash for all of that going forward. So, I think the capital needs, as far as additional capital, I think will be more towards growth opportunities that we see out there..

Okay.

And do you see any requirement for utilizing the AMT and do you have availability on that still?.

We certainly have availability, and it's just a matter of what the market looks like and what our other needs might arise, as we're not able to [ph] access that. The nice thing about the ATM is, it's there, so we can access it quickly, if need be..

And given the interest in orders and the time it takes to get an actual physical PO and then turnaround to build that and deliver and with payment, where do you think you need to be given what you know now in terms of backlog and what you've already recognized as revenue, say by the middle of this year?.

I'm not quite sure I can answer that. I mean, I understand that backlog is important. I mean, backlog is good, but it doesn't tell the whole story. I mean, we're able to take orders and deliver within the fiscal year. So, if you look historically, these are rough numbers.

But our -- beginning backlog has represented anywhere from, well, our annual revenues, I should say have been anywhere from 200% to 300% to 500% of our beginning backlogs. So, backlog is an indicator, but it doesn't tell the whole story.

So, I don't think there is a number that we have in mind that we have to have backlog at a certain point in order to say we're on the right path..

Okay. You've given your financial target with the five-year timeline.

Are we able to pinpoint an exact year on that, so we don't maintain a financial target, but the -- kind of the -- what tends to happen in ambiguous five-year plan, where five years take seven years?.

Well, again, I guess, I'd say, we're kind of going into year one of that plan if that partly answers your question. I think, as far as you know, is that a steady growth, is it -- there is one year, which we have this huge year. That's the big jump. I think we see more steady growth.

I'm not saying, there are some opportunities that could be a home run or two out there, but I think we see this more as a steady growth over that time period. So, there is not one year out there, three years out, we – we’ve got to have something [indiscernible] happen. That's not necessarily the case..

The loss of a competitor and the benefit from that, was the PGS -- is that a new contract or is that taking over their existing contract?.

That's a new contract, yes..

And have you seen a lot of increased activity since their departure from the industry?.

There has been some, yes. There is definitely some..

They are not completely -- they didn't completely exit. They are certainly less competitive, and they are not supporting the direct system that competes with us. But yes, we're seeing certainly an uptick in activity because of that.

Remember, we had an agreement with PGS a number of years ago that we fulfilled, went into a competitive situation to re-tender. We were chosen based on technical capability, and we've successfully signed that agreement..

Okay. And last one for me try not to monopolize.

European developments with the -- kind of the timeline on that naming of product, when a product would be commercially available, that along with your testing protocols as hopefully COVID allows more US testing, more in the water onsite capabilities, just some of the benchmarks there and some of the developments we should keep an eye on?.

All right. I guess, I can say that we believe we're on target. We're on schedule….

Yes. We're on schedule..

For that project. And later this year, we'll start to have some deliveries of initial aspects of that..

Yes, prototype system, but we're really looking at next year..

All right, okay. Thank you, gentlemen..

Okay. Thanks, Tyson..

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

Thank you. Just a couple quick questions.

One, what has backlog done in the first quarter versus end of the year?.

Roughly the same. We've delivered a bit against it so far. That's roughly the same..

Okay..

And the quarter is not over yet. Understand that..

That is true, and things come in late. Second, with regard to G&A.

Can you give us an idea of what kind of run rate G&A could be this year without all the one-time expenses?.

Yes. I think it would be a bit less than we're seeing in the fourth quarter. Again, just -- fourth quarter tends to be really higher because of audits and things like that, as well as we have some legal fees fall in there from some of our activities during the year. So, I'll see it backing off that a bit.

I don't want to give a specific target at this point. But I don't see it being at the same run rate that we're seeing right now..

Okay. And so yes, it would be helpful going forward if you gave us -- or at least, if you can give us an idea perhaps after the first quarter what the run rate would be? You're talking about shooting for a $140 million in revenues at a 20% EBITDA margin inside of five years.

Looking at that, then you comment that you're well positioned right now? How long do those -- those two factors take to get us to where we actually start to generate free cash flow and positive earnings per share?.

Not that far. I mean, we'll be at that point well before we get to those -- those target levels. If you kind of do the math, and you kind of go back to the fiscal '19 is kind of more of the -- kind of where we're starting from, if you will because I see this past year as a bit of anomaly due to COIVD starting from our $30 million of top line revenue.

You don't have to be too far from that in order to be at a cash flow positive, and frankly, at operating income positive point..

Okay, good. Well, the faster you can get there, I think you'll take a lot of pressure off both your stock and your investors mind [ph]. Well, thank you guys very much. Keep up the good work..

Understand that for sure, Ross. You bet..

Take care..

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

Okay. Thanks everyone for joining us today. I appreciate your time and look forward to talking to you after our first quarter results here in just a few weeks. Thanks very much..

Thank you. Ladies and gentlemen, this concludes today's conference. Thank you for your participation. You may now disconnect your lines..