GEOSPACE TECHNOLOGIES CORP 10-Q

geos20230630_10q.htm     UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934   for the Quarterly Period Ended June 30, 2023 OR   ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ____ to ____   Commission file number 001-13601 GEOSPACE TECHNOLOGIES CORPORATION (Exact Name of Registrant as Specified in Its Charter)   Texas 76-0447780 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 7007 Pinemont Houston , Texas 77040 (Address of principal executive offices) (Zip Code)   Registrant ’ s telephone number, including area code: ( 713 ) 986-4444 Securities registered pursuant to Section 12(b) of the Act:   Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock   GEOS   The Nasdaq Global Select Market   Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐   Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐   Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.   Large accelerated filer   ☐       Accelerated filer ☐                 Non-accelerated filer   ☒       Smaller reporting company ☒                             Emerging growth company ☐   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐   Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒   As of July 31, 2023, the registrant had 13,188,489 shares of common stock, $0.01 par value, per share outstanding.             Table of Contents       Page Number PART I. FINANCIAL INFORMATION           Item 1. Financial Statements   3       Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations   18       Item 3. Quantitative and Qualitative Disclosures about Market Risk   22       Item 4. Controls and Procedures   23       PART II. OTHER INFORMATION           Item 6. Exhibits   23     2       PART I - FINANCIAL INFORMATION   Item 1. Financial Statements   GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands except share amounts) (unaudited)       June 30, 2023     September 30, 2022   ASSETS                 Current assets:                 Cash and cash equivalents   $ 27,264     $ 16,109   Short-term investments     —       894   Trade accounts and notes receivable, net     26,309       20,886   Inventories, net     19,603       19,995   Prepaid expenses and other current assets     3,200       2,077   Total current assets     76,376       59,961                     Non-current inventories, net     22,311       12,526   Rental equipment, net     18,381       28,199   Property, plant and equipment, net     21,919       26,598   Operating right-of-use assets     776       957   Goodwill     736       736   Other intangible assets, net     4,951       5,573   Other non-current assets     233       506   Total assets   $ 145,683     $ 135,056                     LIABILITIES AND STOCKHOLDERS’ EQUITY                 Current liabilities:                 Accounts payable trade   $ 6,884     $ 5,595   Contingent consideration     —       175   Operating lease liabilities     253       241   Other current liabilities     8,990       6,616   Total current liabilities     16,127       12,627                     Non-current operating lease liabilities     583       769   Deferred tax liabilities, net     16       13   Total liabilities     16,726       13,409                     Commitments and contingencies (Note 13)                                       Stockholders’ equity:                 Preferred stock, 1,000,000 shares authorized, no shares issued and outstanding     —       —   Common Stock, $ .01 par value, 20,000,000 shares authorized; 14,028,481 and 13,863,233 shares issued, respectively; and 13,186,489 and 13,021,241 shares outstanding, respectively     140       139   Additional paid-in capital     95,741       94,667   Retained earnings     57,422       49,654   Accumulated other comprehensive loss     ( 16,846 )     ( 15,313 ) Treasury stock, at cost, 841,992 shares     ( 7,500 )     ( 7,500 ) Total stockholders’ equity     128,957       121,647   Total liabilities and stockholders’ equity   $ 145,683     $ 135,056     The accompanying notes are an integral part of the consolidated financial statements.   3       GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share amounts) (unaudited)       Three Months Ended     Nine Months Ended       June 30, 2023     June 30, 2022     June 30, 2023     June 30, 2022   Revenue:                                 Products   $ 19,727     $ 13,463     $ 56,976     $ 48,060   Rental     12,988       7,228       38,218       15,322   Total revenue     32,715       20,691       95,194       63,382   Cost of revenue:                                 Products     14,522       12,460       43,083       37,310   Rental     4,214       4,580       14,649       13,909   Total cost of revenue     18,736       17,040       57,732       51,219                                     Gross profit     13,979       3,651       37,462       12,163                                     Operating expenses:                                 Selling, general and administrative     6,655       6,373       19,477       18,108   Research and development     4,356       4,108       12,097       14,050   Change in estimated fair value of contingent consideration     —       ( 384 )     —       ( 5,042 ) Bad debt expense (recovery)     ( 178 )     88       ( 41 )     116   Total operating expenses     10,833       10,185       31,533       27,232                                     Gain on disposal of property     —       —       1,315       —                                     Income (loss) from operations     3,146       ( 6,534 )     7,244       ( 15,069 )                                   Other income (expense):                                 Interest expense     ( 22 )     ( 26 )     ( 100 )     ( 26 ) Interest income     88       402       371       722   Foreign exchange gains (losses), net     301       ( 341 )     593       ( 230 ) Other, net     ( 66 )     ( 7 )     ( 72 )     ( 43 ) Total other income, net     301       28       792       423                                     Income (loss) before income taxes     3,447       ( 6,506 )     8,036       ( 14,646 ) Income tax expense     219       68       268       170   Net income (loss)   $ 3,228     $ ( 6,574 )   $ 7,768     $ ( 14,816 )                                   Income (loss) per common share:                                 Basic   $ 0.25     $ ( 0.51 )   $ 0.59     $ ( 1.14 ) Diluted   $ 0.24     $ ( 0.51 )   $ 0.59     $ ( 1.14 )                                   Weighted average common shares outstanding:                                 Basic     13,171,654       13,013,616       13,131,795       12,977,146   Diluted     13,320,881       13,013,616       13,157,919       12,977,146     The accompanying notes are an integral part of the consolidated financial statements.   4       GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) (unaudited)       Three Months Ended     Nine Months Ended       June 30, 2023     June 30, 2022     June 30, 2023     June 30, 2022   Net income (loss)   $ 3,228     $ ( 6,574 )   $ 7,768     $ ( 14,816 ) Other comprehensive income (loss):                                 Change in unrealized gains (losses) on available-for-sale securities, net of tax     2       5       17       ( 2 ) Dissolution of foreign subsidiary     38       —       38       —   Foreign currency translation adjustments     ( 246 )     2,636       ( 1,588 )     945   Total other comprehensive income (loss)     ( 206 )     2,641       ( 1,533 )     943   Total comprehensive income (loss)   $ 3,022     $ ( 3,933 )   $ 6,235     $ ( 13,873 )   The accompanying notes are an integral part of the consolidated financial statements.   5       GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’ EQUITY FOR THE nine months ended June 30, 2023 and 2022 (in thousands, except share amounts) (unaudited)       Common Stock                     Accumulated                                       Additional             Other                       Shares             Paid-In     Retained     Comprehensive     Treasury               Outstanding     Amount     Capital     Earnings     Loss     Stock     Total   Balance at October 1, 2022     13,021,241     $ 139     $ 94,667     $ 49,654     $ ( 15,313 )   $ ( 7,500 )   $ 121,647   Net loss     —       —       —       ( 97 )     —       —       ( 97 ) Other comprehensive income     —       —       —       —       14       —       14   Issuance of common stock pursuant to the vesting of restricted stock units     109,748       1       —       —       —       —       1   Stock-based compensation     —       —       370       —       —       —       370   Balance at December 31, 2022     13,130,989       140       95,037       49,557       ( 15,299 )     ( 7,500 )     121,935                                                             Net income     —       —       —       4,637       —       —       4,637   Other comprehensive loss     —       —       —       —       ( 1,341 )     —       ( 1,341 ) Issuance of common stock pursuant to the vesting of restricted stock units     40,500       —       —       —       —       —       -   Stock-based compensation     —       —       306       -       —       —       306   Balance at March 31, 2023     13,171,489       140       95,343       54,194       ( 16,640 )     ( 7,500 )     125,537                                                             Net income     —       —       —       3,228       —       —       3,228   Other comprehensive loss     —       —       —       —       ( 206 )     —       ( 206 ) Issuance of common stock pursuant to the vesting of restricted stock units     15,000       —       —       —       —       —       —   Stock-based compensation     —       —       398       —       —       —       398   Balance at June 30, 2023     13,186,489     $ 140     $ 95,741     $ 57,422     $ ( 16,846 )   $ ( 7,500 )   $ 128,957                                                                                                                       Balance at October 1, 2021     12,969,542     $ 137     $ 92,935     $ 72,510     $ ( 16,320 )   $ ( 6,805 )   $ 142,457   Net loss     —       —       —       ( 6,768 )     —       —       ( 6,768 ) Other comprehensive loss     —       —       —       —       ( 142 )     —       ( 142 ) Issuance of common stock pursuant to the vesting of restricted stock units     84,762       1       —       —       —       —       1   Purchase of treasury stock     ( 72,563 )     —       —       —       —       ( 695 )     ( 695 ) Stock-based compensation     —       —       536       —       —       -       536   Balance at December 31, 2021     12,981,741       138       93,471       65,742       ( 16,462 )     ( 7,500 )     135,389                                                             Net loss     —       —       —       ( 1,474 )     —       —       ( 1,474 ) Other comprehensive loss     —       —       —       —       ( 1,556 )     —       ( 1,556 ) Issuance of common stock pursuant to the vesting of restricted stock units     37,500       1       ( 1 )     —       —       —       -   Stock-based compensation     —       —       418       —       —       —       418   Balance at March 31, 2022     13,019,241       139       93,888       64,268       ( 18,018 )     ( 7,500 )     132,777                                                             Net loss     —       —       —       ( 6,574 )     —       —       ( 6,574 ) Other comprehensive income     —       —       —       —       2,641       —       2,641   Stock-based compensation     —       —       388       —       —       —       388   Balance at June 30, 2022     13,019,241     $ 139     $ 94,276     $ 57,694     $ ( 15,377 )   $ ( 7,500 )   $ 129,232     The accompanying notes are an integral part of the consolidated financial statements.   6       GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited)       Nine Months Ended       June 30, 2023     June 30, 2022   Cash flows from operating activities:                 Net income (loss)   $ 7,768     $ ( 14,816 ) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:                 Deferred income tax expense (benefit)     1       ( 12 ) Rental equipment depreciation     9,204       10,500   Property, plant and equipment depreciation     2,785       3,112   Amortization of intangible assets     622       1,365   Amortization of premiums (accretion of discounts) on short-term investments     ( 50 )     89   Stock-based compensation expense     1,074       1,342   Bad debt expense (recovery)     ( 41 )     116   Inventory obsolescence expense     2,131       2,310   Change in estimated fair value of contingent consideration     —       ( 5,042 ) Gross profit from sale of used rental equipment     ( 4,318 )     ( 10,801 ) Gain on disposal of property     ( 1,315 )     —   Gain on disposal of equipment     ( 432 )     ( 9 ) Realized loss on short-term investments     —       22   Realized foreign currency translation loss from dissolution of foreign subsidiary     38       —   Effects of changes in operating assets and liabilities:                 Trade accounts and notes receivable     ( 10,561 )     1,455   Unbilled receivables     —       1,051   Inventories     ( 7,175 )     ( 1,705 ) Other assets     453       ( 250 ) Accounts payable trade     1,290       ( 2,223 ) Other liabilities     1,654       215   Net cash provided by (used in) operating activities     3,128       ( 13,281 )                   Cash flows from investing activities:                 Purchase of property, plant and equipment     ( 1,862 )     ( 913 ) Proceeds from the sale of equipment     724       9   Proceeds from the sale of property     3,682       —   Investment in rental equipment     ( 6,213 )     ( 4,121 ) Proceeds from the sale of used rental equipment     11,095       5,929   Purchases of short-term investments     —       ( 450 ) Proceeds from the sale of short-term investments     900       8,224   Net cash provided by investing activities     8,326       8,678                     Cash flows from financing activities:                 Payments on contingent consideration     ( 175 )     ( 807 ) Debt issuance costs     —       ( 211 ) Purchase of treasury stock     —       ( 695 ) Net cash used in financing activities     ( 175 )     ( 1,713 )                   Effect of exchange rate changes on cash     ( 124 )     ( 282 ) Increase (decrease) in cash and cash equivalents     11,155       ( 6,598 ) Cash and cash equivalents, beginning of fiscal year     16,109       14,066   Cash and cash equivalents, end of fiscal period   $ 27,264     $ 7,468                     SUPPLEMENTAL CASH FLOW INFORMATION:                 Cash paid for income taxes   $ 111     $ 168   Issuance of note receivable related to sale of used rental equipment     —       11,745   Inventory transferred to rental equipment     117       1,194   Inventory transferred to property, plant and equipment     —       172       The accompanying notes are an integral part of the consolidated financial statements.   7     GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)   1. Significant Accounting Policies   Basis of Presentation   The consolidated balance sheet of Geospace Technologies Corporation and its subsidiaries (the “Company”) at  September 30, 2022 was derived from the Company’s audited consolidated financial statements at that date. The consolidated balance sheet at  June 30, 2023 and the consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for the  three and nine months ended June 30, 2023 and 2022 were prepared by the Company without audit. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary to present fairly the consolidated financial position, results of operations and cash flows were made. All significant intercompany balances and transactions have been eliminated. The results of operations for the  three and nine months ended June 30, 2023 are not necessarily indicative of the operating results for a full year or of future operations.   Certain information and footnote disclosures normally included in financial statements presented in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") were omitted pursuant to the rules of the Securities and Exchange Commission. The accompanying consolidated financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10 -K for the Company’s fiscal year ended September 30, 2022 .   Use of Estimates   The preparation of financial statements in conformity GAAP requires the use of estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company considers many factors in selecting appropriate operational and financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. The Company continually evaluates its estimates, including those related to revenue recognition, bad debt reserves, collectability of rental revenue, inventory obsolescence reserves, self-insurance reserves, product warranty reserves, useful lives of long-lived assets, impairment of long-lived assets, impairment of goodwill and other intangible assets, contingent consideration and deferred income tax assets. The Company bases its estimates on historical experience and various other factors that are believed to be reasonable under the circumstances. While management believes current estimates are reasonable and appropriate, actual results may differ from these estimates under different conditions or assumptions.   Cash and Cash Equivalents   The Company considers all highly liquid investments purchased with an original or remaining maturity at the time of purchase of three months or less to be cash equivalents. At  June 30, 2023 and September 30, 2022 , the Company had restricted cash of $ 0.3 million and $ 0.2 million, respectively.  The restricted cash at June 30, 2023 consisted of collateral on a standby letter of credit and a deposit with a bank, which serves as collateral on employee issued credit cards. At June 30, 2023 , cash and cash equivalents included $ 3.5 million held by the Company’s foreign subsidiaries and branch offices, including $ 2.1 million held by its subsidiary in the Russian Federation. In response to sanctions imposed by the U.S. and others on Russia, the Russian government has imposed restrictions on companies' abilities to repatriate or otherwise remit cash from their Russian-based operations to locations outside of Russia. As a result, this cash can be used in our Russian operations, but the Company may be unable to transfer it out of Russia without incurring substantial costs, if at all. In addition, if the Company were to repatriate the cash held by its Russian subsidiary, it would be required to accrue and pay taxes on any amount repatriated.  During the second quarter of fiscal year 2023, in light of recent volatility in the financial markets, the Company entered into an IntraFi Cash Service ("ICS") Deposit Placement Agreement with IntraFi Network LLC through its primary bank, Woodforest National Bank.  The ICS program offers access to unlimited Federal Deposit Insurance Corporation ("FDIC') insurance on the Company's domestically held cash in excess of $ 5.0 million, thereby mitigating its risk of falling outside of FDIC coverage limits.   Impairment of Long-lived Assets   The Company's long-lived assets are reviewed for impairment whenever an event or circumstance indicates that the carrying amount of an asset or group of assets may not be recoverable. The impairment review, if necessary, includes a comparison of the expected future cash flows (undiscounted and without interest charges) to be generated by an asset group with the associated carrying value of the related assets. If the carrying value of the asset group exceeds the expected future cash flows, an impairment loss is recognized to the extent that the carrying value of the asset group exceeds its fair value.  During the quarter ended June 30, 2023 , no events or changes in circumstances were identified indicating the carrying value of any of the Company's asset groups may not be recoverable.   Recently Issued Accounting Pronouncements   In June 2016, the Financial Accounting Standards Board (the “FASB”) issued guidance surrounding credit losses for financial instruments that replaces the incurred loss impairment methodology in generally accepted accounting principles. The new impairment model requires immediate recognition of estimated credit losses expected to occur for most financial assets and certain other financial instruments. For available-for-sale debt securities with unrealized losses, credit losses will be recognized as allowances rather than reductions in the amortized cost of the securities. As a smaller reporting company, the Company must adopt this standard no later than the first quarter of its fiscal year ending September 30, 2024, although early adoption is permitted. The standard’s provisions will be applied as a cumulative-effect adjustment to retained earnings as of the beginning of the first effective reporting period. The Company intends to adopt this standard during the first quarter of its fiscal year ending September 30, 2024 and does not expect the adoption of this guidance to have any material impact on its consolidated financial statements.   All other new accounting pronouncements that have been issued, but not yet effective, are currently being evaluated and at this time are not expected to have a material impact on the Company's financial position or results of operations. 8       2. Revenue Recognition   In accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606” ), the Company recognizes revenue when performance of contractual obligations are satisfied, generally when control of the promised goods or services is transferred to its customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services.   The Company primarily derives product revenue from the sale of its manufactured products. Revenue from these product sales, including the sale of used rental equipment, is recognized when obligations under the terms of a contract are satisfied, control is transferred and collectability of the sales price is probable. The Company records deferred revenue when customer funds are received prior to shipment or delivery or performance has not yet occurred. The Company assesses collectability during the contract assessment phase. In situations where collectability of the sales price is not probable, the Company recognizes revenue when it determines that collectability is probable or when non-refundable cash is received from its customers and there is not a significant right of return. Transfer of control generally occurs with shipment or delivery, depending on the terms of the underlying contract. The Company’s products are generally sold without any customer acceptance provisions, and the Company’s standard terms of sale do not allow customers to return products for credit.   Revenue from engineering services is recognized as services are rendered over the duration of a project, or as billed on a per hour basis. Field service revenue is recognized when services are rendered and is generally priced on a per day rate.   The Company also generates revenue from short-term rentals under operating leases of its manufactured products. Rental revenue is recognized as earned over the rental period if collectability of the rent is reasonably assured. Rentals of the Company’s equipment generally range from daily rentals to minimum rental periods of up to one year. The Company has determined that ASC 606 does not apply to rental contracts, which are within the scope of ASC Topic 842, Leases .   As permissible under ASC 606, sales taxes and transaction-based taxes are excluded from revenue. The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less. Additionally, the Company expenses costs incurred to obtain contracts when incurred because the amortization period would have been one year or less. These costs are recorded in selling, general and administrative expenses.   The Company has elected to treat shipping and handling activities in a sales transaction after the customer obtains control of the goods as a fulfillment cost and not as a promised service. Accordingly, fulfillment costs related to the shipping and handling of goods are accrued at the time of shipment. Amounts billed to a customer in a sales transaction related to reimbursable shipping and handling costs are included in revenue and the associated costs incurred by the Company for reimbursable shipping and handling expenses are reported in cost of revenue.   At June 30, 2023 , the Company had deferred contract liabilities of $ 1.1 million and deferred contract costs of $ 0.5 million.  At September 30, 2022 , the Company had no deferred liabilities or deferred contract costs.  During the three and nine months ended June 30, 2023 and 2022 , no revenue was recognized from deferred contract liabilities and no cost of revenue was recognized from deferred contract costs.  At June 30, 2023, all contracts had an original expected duration of one year or less.   For each of the Company’s operating segments, the following table presents revenue (in thousands) only from the sale of products and the performance of services under contracts with customers.  Therefore, the table excludes all revenue earned from rental contracts.       Three Months Ended     Nine Months Ended       June 30, 2023     June 30, 2022     June 30, 2023     June 30, 2022   Oil and Gas Markets                                 Traditional exploration product revenue   $ 3,363     $ 1,592     $ 9,414     $ 3,389   Wireless exploration product revenue     907       100       8,077       14,358   Reservoir product revenue     523       692       810       1,513   Total revenue     4,793       2,384       18,301       19,260                                     Adjacent Markets                                 Industrial product revenue     11,678       7,465       29,250       18,471   Imaging product revenue     3,147       3,429       9,032       9,708   Total revenue     14,825       10,894       38,282       28,179                                     Emerging Markets                                 Revenue     109       135       393       571                                     Corporate                                 Revenue     —       50       —       50   Total   $ 19,727     $ 13,463     $ 56,976     $ 48,060     See Note 14 for more information on the Company’s operating segments. 9       For each of the geographic areas where the Company operates, the following table presents revenue (in thousands) from the sale of products and services under contracts with customers. The table excludes all revenue earned from rental contracts:       Three Months Ended     Nine Months Ended       June 30, 2023     June 30, 2022     June 30, 2023     June 30, 2022   Asia (including Russian Federation)   $ 3,287     $ 1,223     $ 11,264     $ 7,580   Canada     85       577       1,179       1,634   Europe     1,856       1,625       4,782       14,368   United States     13,481       9,297       37,551       22,621   Other     1,018       741       2,200       1,857   Total   $ 19,727     $ 13,463     $ 56,976     $ 48,060     Revenue is attributable to countries based on the ultimate destination of the product sold, if known. If the ultimate destination is not known, revenue is attributable to countries based on the geographic location of the initial shipment.     3. Short-term Investments   The Company classifies its short-term investments as available-for-sale securities. Available-for-sale securities are carried at fair market value with net unrealized gains and losses reported as a component of accumulated other comprehensive loss in stockholders’ equity. No gains or losses were realized during the  three and nine months ended June 30, 2023 from the sale of short-term investments. For the three and nine months ended June 30, 2022 , the Company realized losses of $ 4,000 and $ 22,000 , respectively, from the sale of short-term investments.   The Company’s short-term investments were composed of the following (in thousands):         September 30, 2022 (in thousands)       Amortized Cost     Unrealized Gains     Unrealized Losses     Estimated Fair Value   Short-term investments:                                 Corporate bonds   $ 909     $ —     $ ( 15 )   $ 894     The Company had no short-term investments at June 30, 2023 .     4. Fair Value of Financial Instruments   The Company’s financial instruments generally include cash and cash equivalents, short-term investments, trade accounts and notes receivable and accounts payable. Due to the short-term maturities of cash and cash equivalents, trade accounts and notes receivable and accounts payable, the carrying amounts of these financial instruments are deemed to approximate their fair value on the respective balance sheet dates. The valuation technique used to measure the fair value of the contingent consideration was based on internal estimates and the use of internal projections of future revenue.   The Company measures its short-term investments and contingent consideration at fair value on a recurring basis.   The following tables present the fair value of the Company’s short-term investments and contingent consideration by valuation hierarchy and input (in thousands):       As of September 30, 2022       Quoted Prices in     Significant                       Active Markets for     Other     Significant               Identical Assets     Observable     Unobservable               (Level 1)     (Level 2)     (Level 3)     Totals   Short-term investments:                                 Corporate bonds   $ —     $ 894     $ —     $ 894   Total assets   $ —     $ 894     $ —     $ 894                                     Contingent consideration liabilities:   $ —     $ —     $ 175     $ 175   Total liabilities   $ —     $ —     $ 175     $ 175     The Company had no short-term investments or contingent consideration payable at June 30, 2023 .  10     The following table summarizes changes in the fair value of the Company’s Level 3 financial instruments for the  nine months ended June 30, 2023 and 2022 (in thousands):   Contingent consideration balance at October 1, 2022   $ 175   Fair value adjustments     —   Payment of contingent consideration     ( 175 ) Contingent consideration at June 30, 2023   $ —             Contingent consideration balance at October 1, 2021   $ 6,017   Fair value adjustments     ( 5,042 ) Payment of contingent consideration     ( 807 ) Contingent consideration balance at June 30, 2022   $ 168     Adjustments to the fair value of the contingent consideration were based on internal estimates and management assessments regarding potential future scenarios which involved significant judgment.    5. Trade Accounts and Notes Receivable   Trade accounts receivable, net (excluding notes receivable) are reflected in the following table (in thousands):       June 30, 2023     September 30, 2022   Trade accounts receivable   $ 24,409     $ 13,252   Allowance for doubtful accounts     ( 208 )     ( 591 ) Total   $ 24,201     $ 12,661     The allowance for doubtful accounts represents the Company’s best estimate of probable credit losses. The Company determines the allowance based upon historical experience and a current review of its trade accounts receivable balances. Trade accounts receivable balances are charged off against the allowance whenever it is probable that the receivable balance will not be recoverable.   Notes receivable are reflected in the following table (in thousands):       June 30, 2023     September 30, 2022   Notes receivable   $ 2,108     $ 8,225   Less current portion     ( 2,108 )     ( 8,225 ) Non-current notes receivable   $ —     $ —     Promissory notes receivable are generally collateralized by the products sold. At June 30, 2023, the Company had one promissory note outstanding from a customer with a face amount of $ 10.0 million.  The note originated during the second quarter of fiscal year 2020 in connection with a $ 12.5 million product sale with the customer. The note bears interest at 7.0 % per year and has a three -year term with monthly principal and interest payments of $ 0.3 million. During the fourth quarter of fiscal year 2021, the Company granted the customer a six -month principal payment forbearance. The customer recommenced its monthly payments to the Company in the second quarter of fiscal year 2022.   In October 2022, the Company granted the customer an additional six -month principal payment forbearance. The customer recommenced its monthly payments to the Company in the third quarter of fiscal year 2023.   The customer has made payments totaling $ 10.4 million (exclusive of interest) as of June 30, 2023 related to the product sale, and the balance outstanding on the promissory note at June 30, 2023 was $ 2.1 million.  The note matures in January 2024.   6. Inventories                                                                                                                                                                                                                                                                                Inventories consist of the following (in thousands):       June 30, 2023     September 30, 2022   Finished goods   $ 18,176     $ 14,653   Work in process     9,446       6,230   Raw materials     27,300       25,609   Obsolescence reserve (net realizable value adjustment)     ( 13,008 )     ( 13,971 )       41,914       32,521   Less current portion     19,603       19,995   Non-current portion   $ 22,311     $ 12,526     Raw materials include semi-finished goods and component parts that totaled $ 9.3 million and $ 9.4 million at June 30, 2023 and September 30, 2022, respectively.  At June 30,2023, non-current inventories included raw materials and work in process totaling $ 5.1 million that will be transferred to rental equipment during the fourth quarter of fiscal year 2023.   11       7. Property, Plant and Equipment   In February 2023, the Company completed the sale of its satellite property located at 6410 Langfield Road in Houston, Texas for a cash price of $ 3.7 million, net of closing costs of $ 0.3 million, and realized a gain on disposal of $ 1.3 million.  The satellite property provided additional warehousing and maintenance and repair capacity for the Company’s marine rental equipment operations.  The Company has relocated the operations of this facility to its main campus at 7007 Pinemont Drive in Houston, Texas.  The sale was part of the Company’s plan to streamline operations and reduce costs.    Property, plant and equipment consisted of the following (in thousands):       June 30, 2023     September 30, 2022   Land and land improvements   $ 7,291     $ 7,855   Building and building improvements     22,080       24,588   Machinery and equipment     49,588       59,393   Furniture and fixtures     1,495       1,434   Tools and molds     3,362       3,243   Construction in progress     509       341   Transportation equipment     75       74         84,400       96,928   Accumulated depreciation and impairment     ( 62,481 )     ( 70,330 )     $ 21,919     $ 26,598     Property, plant and equipment depreciation expense for the  three and nine months ended June 30, 2023 was $ 0.9 million and $ 2.8 million, respectively.  Property, plant and equipment depreciation expense for the  three and nine months ended June 30, 2022 was $ 1.0 million and $ 3.1 million, respectively.   8. Leases   As Lessee   The Company has elected not to record operating right-of-use assets or operating lease liabilities on its consolidated balance sheet for leases having a minimum term of 12 months or less. Such leases are expensed on a straight-line basis over the lease term. Variable lease payments are excluded from the measurement of operating right-of-use assets and operating lease liabilities and are recognized in the period in which the obligation for those payments is incurred. As of June 30, 2023 , the Company has two operating right-of-use assets related to leased facilities in Austin, Texas and Melbourne, Florida.   Maturities of the operating lease liabilities as of June 30, 2023 were as follows: (in thousands):   For fiscal years ending September 30,         2023 (remainder)   $ 74   2024     278   2025     186   2026     130   2027     134   2028     91   Future minimum lease payments     893   Less interest     ( 57 ) Present value of minimum lease payments     836   Less current portion     ( 253 ) Non-current portion   $ 583     Lease costs recognized in the consolidated statements of operations for the  three and nine months ended June 30, 2023 and 2022 were as follows (in thousands):       Three Months Ended     Nine Months Ended       June 30, 2023     June 30, 2022     June 30, 2023     June 30, 2022   Right-of-use operating lease costs   $ 68     $ 68     $ 204     $ 204   Short-term lease costs     36       52       168       148   Total   $ 104     $ 120     $ 372     $ 352     Right-of use operating lease costs and short-term lease costs are included as a component of total operating expenses.   Other information related to operating leases is as follows (in thousands):       Nine Months Ended       June 30, 2023     June 30, 2022   Cash paid for amounts included in the measurement of lease liabilities:                 Operating cash flows from operating leases   $ 196     $ 190                     Weighted average remaining lease term (in years)     4.1       4.9   Weighted average discount rate     3.25 %     3.25 %   The discount rate used on the operating right-of-use assets represented the Company’s incremental borrowing rate at the lease inception date.   12     As Lessor   Equipment   The Company leases equipment to customers which generally range from daily rentals to minimum rental periods of up to one year. All of the Company’s current leasing arrangements, which the Company acts as lessor, are classified as operating leases. The majority of the Company’s rental revenue is generated from its marine-based wireless seismic data acquisition systems.   The Company regularly evaluates the collectability of its lease receivables on a lease-by-lease basis. The evaluation primarily consists of reviewing past due account balances and other factors such as the credit quality of the customer, historical trends of the customer and current economic conditions. The Company suspends revenue recognition when the collectability of amounts due are no longer probable and concurrently records a direct write-off of the lease receivable to rental revenue and limits future rental revenue recognition to cash received. As of June 30, 2023 , the Company’s trade accounts receivables included lease receivables of $ 10.1 million.   Rental revenue related to leased equipment for the three and nine months ended June 30, 2023 was $ 12.9 million and $ 38.0 million, respectively.  Rental revenue related to leased equipment for the three and nine months ended June 30, 2022 was $ 7.1 million and $ 15.2 million, respectively.   Future minimum lease obligations due from the Company’s leasing customers on operating leases executed as of  June 30, 2023 were $ 29.9 million, all of which is expected to be due within the next 12 months.   Rental equipment consisted of the following (in thousands):       June 30, 2023     September 30, 2022   Rental equipment, primarily wireless recording equipment   $ 80,819     $ 83,887   Accumulated depreciation and impairment     ( 62,438 )     ( 55,688 )     $ 18,381     $ 28,199     Property   During the first quarter of fiscal year 2022, the Company leased a portion of its property located in Calgary, Alberta, Canada and fully leased its warehouse in Colombia. The lease in Canada commenced in November 2021 and is for a five -year term. The lease on the warehouse in Bogotá commenced in December 2021 and is currently on a month-to-month basis.   Rental revenue related to these two property leases for the  three and nine months ended June 30, 2023 was $ 0.1 million and $ 0.2 million, respectively.  Rental revenue related to these two properties for each of the three and nine months ended June 30, 2022 was $ 0.1 million.   Future minimum lease payments due to the Company as of June 30, 2023 on the lease in Canada was as follows (in thousands):   For fiscal years ending September 30,         2023 (remainder)   $ 31   2024     128   2025     131   2026     132   2027     11       $ 433     9. Goodwill and Other Intangible Assets   The Company’s consolidated goodwill and other intangible assets consisted of the following (in thousands):       Weighted-                       Average                       Remaining Useful                       Lives (in years)     June 30, 2023     September 30, 2022   Goodwill:                       Emerging Markets reporting unit         $ 4,336     $ 4,336   Adjacent Markets reporting unit           736       736   Total goodwill           5,072       5,072   Accumulated impairment losses           ( 4,336 )     ( 4,336 )           $ 736     $ 736                           Other intangible assets:                       Developed technology   13.4     $ 6,475     $ 6,475   Customer relationships   --       3,900       3,900   Trade names   0.3       2,022       2,022   Non-compete agreements   0.2       186       186   Total other intangible assets   7.0       12,583       12,583   Accumulated amortization           ( 7,632 )     ( 7,010 )           $ 4,951     $ 5,573     At June 30, 2023 , the Company had goodwill of $ 0.7 million and other intangible assets, net of $ 0.6 million attributable to its Adjacent Markets reporting unit; other intangible assets, net of $ 3.1 million attributable to its Emerging Markets reporting unit; and other intangible assets, net of $ 1.3 million attributable to its Oil and Gas Markets reporting unit. Goodwill represents the excess cost of a business acquired over the fair market value of identifiable net assets at the date of acquisition. 13     At June 30, 2023 , the Company determined there were no triggering events requiring an impairment assessment of its goodwill and other intangible assets. The Company performs its annual goodwill impairment test in the fourth quarter. If the Company determines that the future cash flows anticipated to be generated from its reporting units will not be sufficient to recover the carrying amount of the respective reporting unit, it will need to recognize an impairment charge equal to the difference between the carrying amount of the reporting unit and its fair value, not to exceed the carrying amount of the goodwill.   Other intangible asset amortization expense for the  three and nine months ended June 30, 2023 was $ 0.2 million and $ 0.6 million, respectively.  Other intangible asset amortization expense for the three and nine months ended June 30, 2022 was $ 0.4 million and $ 1.4 million, respectively.   As of June 30, 2023 , future estimated amortization expense of other intangible assets is as follows (in thousands):   For fiscal years ending September 30,         2023 (remainder)   $ 145   2024     395   2025     381   2026     374   2027     360   Thereafter     3,296       $ 4,951     10. Long-Term Debt   The Company had no long-term debt outstanding at June 30, 2023 and September 30, 2022.   On July 26, 2023, the Company entered into a credit agreement (“the Agreement”) with Woodforest National Bank, as sole lender.  The Agreement refinanced the Company's credit agreement dated May 6, 2022, with Amerisource Funding, Inc., as administrative agent and as a lender, and Woodforest National Bank, as a lender.  The Agreement provides a revolving credit facility with a maximum availability of $ 15 million.  Availability under the Agreement is determined based upon a borrowing base comprised of certain of the Company’s domestic assets which include (i) 80 % of eligible accounts, plus (ii) 90 % of eligible foreign insured accounts, plus (iii) 25 % of eligible inventory plus (iv) 50 % of the orderly liquidation value of eligible equipment, in each case subject to certain limitations and adjustments.  Interest shall accrue on outstanding borrowings at a rate equal to Term SOFR (Secured Overnight Financing Rate) plus a margin equal to 3.25 % per annum.  The Company is required to make monthly interest payments on borrowed funds. The Agreement is secured by substantially all of the Company's assets, except for certain excluded property. The Agreement requires the Company to maintain a minimum (i) consolidated tangible net worth of $ 100 million, (ii) liquidity of $ 5 million, and (iii) current ratio no less than 2.00 to 1.00, in each case tested quarterly. The Agreement also requires the Company to maintain a springing minimum interest coverage ratio of 1.50 to 1.00, tested quarterly whenever there is an outstanding balance on the revolving credit facility.  The Agreement expires in July 2025.      11. Stock-Based Compensation   During the nine months ended June 30, 2023 , the Company issued 211,375  restricted stock units (“RSUs”) under its 2014 Long Term Incentive Plan, as amended. The RSUs issued include both time-based and performance-based vesting provisions. The weighted average grant date fair value of each RSU was $ 4.65  per unit. The grant date fair value of the RSUs was $ 1.0  million, which will be charged to expense over the next four years as the restrictions lapse. Compensation expense for the RSUs was determined based on the closing market price of the Company’s stock on the date of grant applied to the total number of units that are anticipated to fully vest. Each RSU represents a contingent right to receive one share of the Company’s common stock upon vesting.   As of June 30, 2023 , there were 379,549 RSUs outstanding. As of June 30, 2023 , the Company had unrecognized compensation expense of $ 1.8 million relating to RSUs that is expected to be recognized over a weighted average period of 2.5 years. 14        12. Earnings (Loss) Per Common Share   The following table summarizes the calculation of net earnings (loss) and weighted average common shares and common equivalent shares outstanding for purposes of the computation of earnings (loss) per share (in thousands, except share and per share data):       Three Months Ended     Nine Months Ended       June 30, 2023     June 30, 2022     June 30, 2023     June 30, 2022   Net income (loss)   $ 3,228     $ ( 6,574 )   $ 7,768     $ ( 14,816 ) Less: Income allocable to unvested restricted stock     —       —       —       —   Income (loss) attributable to common shareholders for diluted earnings (loss) per share   $ 3,228     $ ( 6,574 )   $ 7,768     $ ( 14,816 ) Weighted average number of common share equivalents:                                 Common shares used in basic earnings (loss) per share     13,171,654       13,013,616       13,131,795       12,977,146   Common share equivalents outstanding related to RSUs     149,227       —       26,124       —   Total weighted average common shares and common share equivalents used in diluted earnings (loss) per share     13,320,881       13,013,616       13,157,919       12,977,146   Earnings (loss) per share:                                 Basic   $ 0.25     $ ( 0.51 )   $ 0.59     $ ( 1.14 ) Diluted   $ 0.24     $ ( 0.51 )   $ 0.59     $ ( 1.14 )              For the calculation of diluted earnings per share for the three and nine months ended June 30, 2023 , there were 230,322 and 364,188 non-vested RSUs, respectively, excluded from the calculation of weighted average shares outstanding since their impact on diluted earnings per share were antidilutive.  For the calculation of diluted loss per share for each of the three and nine months ended June 30, 2022 , there were 353,425 non-vested RSUs excluded from the calculation of weighted average shares outstanding since their impact on diluted loss per share was antidilutive.     13. Commitments and Contingencies   Contingent Compensation Costs   In connection with the acquisition of Aquana, LLC (“Aquana”) in July 2021, the Company is subject to additional contingent cash payments to the former members of Aquana over a six -year earn-out period. The contingent payments, if any, will be derived from certain eligible revenue generated during the earn-out period from products and services sold by Aquana. There is no maximum limit to the contingent cash payments that could be made. The merger agreement with Aquana requires the continued employment of a certain key employee and former member of Aquana for the first four years of the six year earn-out period in order for any of Aquana’s former members to be eligible for any earn-out payments. Due to the continued employment requirement, no liability has been recorded for the estimated fair value of earn-out payments for this transaction. Earn-outs achieved, if any, will be recorded as compensation expense when incurred.  No eligible revenue has been generated to date.   Legal Proceedings   The Company is involved in various pending legal actions in the ordinary course of its business. Management is unable to predict the ultimate outcome of these actions, because of the inherent uncertainty of such actions. However, management believes that the most probable, ultimate resolution of current pending matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. 15     14. Segment Information   The Company reports and evaluates financial information for three operating business segments: Oil and Gas Markets, Adjacent Markets and Emerging Markets. The Oil and Gas Markets segment's products include wireless seismic data acquisition systems, reservoir characterization products and services, and traditional seismic exploration products such as geophones, hydrophones, leader wire, connectors, cables, marine streamer retrieval and steering devices and various other seismic products. The Adjacent Markets segment's products include imaging equipment, water meter products, remote shut-off valves and Internet of Things (IoT) platform, as well as and seismic sensors used for vibration monitoring and geotechnical applications such as mine safety applications and earthquake detection. The Emerging Markets segment designs and markets seismic products targeted at the border and perimeter security markets.   The following table summarizes the Company’s segment information (in thousands):       Three Months Ended     Nine Months Ended       June 30, 2023     June 30, 2022     June 30, 2023     June 30, 2022   Revenue:                                 Oil and Gas Markets   $ 17,672     $ 9,517     $ 56,239     $ 34,317   Adjacent Markets     14,862       10,938       38,392       28,312   Emerging Markets     109       135       393       571   Corporate     72       101       170       182   Total   $ 32,715     $ 20,691     $ 95,194     $ 63,382                                     Income (loss) from operations:                                 Oil and Gas Markets   $ 3,238     $ ( 3,695 )   $ 9,820     $ ( 6,209 ) Adjacent Markets     4,346       1,841       9,148       4,341   Emerging Markets     ( 1,047 )     ( 1,405 )     ( 3,267 )     ( 3,609 ) Corporate     ( 3,391 )     ( 3,275 )     ( 8,457 )     ( 9,592 ) Total   $ 3,146     $ ( 6,534 )   $ 7,244     $ ( 15,069 )      15. Income Taxes   Consolidated income tax expense for the  three and nine months ended June 30, 2023 was $ 0.2 million and $ 0.3 million, respectively.  Consolidated income tax expense for the  three and nine months ended June 30, 2022 was $ 0.1 million and $ 0.2 million, respectively.  The primary difference between the Company's effective tax rate of 3.3 % for the nine months ended June 30, 2023 and the statutory rate of 21 % is adjustments to the valuation allowance against deferred tax assets.     16. Risks and Uncertainties   Concentration of Credit Risk   As of June 30, 2023 , the Company had combined trade accounts and notes receivable from two customers of $ 5.9 million and $ 4.7 million, respectively. During the three months ended  June 30, 2023 , revenue recognized from these two customers was $ 8.0 million and $ 3.7 million, respectively. During the  nine months ended June 30, 2023 , revenue recognized from these two customers was $ 25.9 million and $ 9.3 million, respectively.   COVID- 19 Pandemic   The ongoing COVID- 19 pandemic has negatively has negatively impacted worldwide economic activity and continues to create challenges in the Company’s markets. The COVID- 19 pandemic and the related mitigation measures have disrupted the Company’s supply chain, resulting in longer lead times in materials available from suppliers and extended the shipping time for these materials to reach the Company’s facilities. The occurrence or a resurgence of global or regional health events such as the COVID–19 pandemic, and the related government responses, could result in a material adverse effect on the Company's business, financial condition, results of operations and liquidity.  As such, we continue to closely monitor COVID- 19 and will continue to reassess our strategy and operational structure on a regular, ongoing basis.   Oil Commodity Price Levels   Demand for many of the Company’s products and the profitability of its operations depend primarily on the level of worldwide oil and gas exploration activity. Prevailing oil and gas prices, with an emphasis on crude oil prices, and market expectations regarding potential changes in such prices significantly affect the level of worldwide oil and gas exploration activity. During periods of improved energy commodity prices, the capital spending budgets of oil and natural gas operators tend to expand, which results in increased demand for our customers services leading to increased demand in the Company’s products. Conversely, in periods when these energy commodity prices deteriorate, capital spending budgets of oil and natural gas operators tend to contract causing demand for the Company’s products to weaken. Historically, the markets for oil and gas have been volatile and are subject to wide fluctuations in response to changes in the supply of and demand for oil and gas, market uncertainty and a variety of additional factors that are beyond its control. These factors include the level of consumer demand, regional and international economic conditions, weather conditions, domestic and foreign governmental regulations (including those related to climate change), price and availability of alternative fuels, political conditions, the war between Russia and Ukraine, instability and hostilities in the Middle East and other significant oil-producing regions, increases and decreases in the supply of oil and gas, the effect of worldwide energy conservation measures and the ability of the Organization of Petroleum Exporting Countries ("OPEC') to set and maintain production levels and prices of foreign imports.   Crude oil prices held above $ 65 per barrel throughout 2022 and through June 2023, which may result in higher cash flows for exploration and production companies. Any material changes in oil and gas prices or other market trends, like slowing growth of the global economy, could adversely impact seismic exploration activity and would likely affect the demand for the Company's products and could materially and adversely affect its results of operations and liquidity.   Generally, imbalances in the supply and demand for oil and gas will affect oil and gas prices and, in such circumstances, demand for the Company’s oil and gas products may be adversely affected when world supplies exceed demand. 16     Armed Conflict Between Russia and Ukraine   A portion of the Company's oil and gas product manufacturing is conducted through its wholly-owned subsidiary Geospace Technologies Eurasia LLC ("GTE"), which is based in the Russian Federation. In February 2022, the Russian Federation launched a full-scale military invasion of Ukraine, and Russia and Ukraine continue to engage in active and armed conflict. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions in addition to any direct impact on the Company's operations in Russia. As a result of the invasion, the governments of several western nations, including the U.S., Canada, the United Kingdom and the European Union, implemented new and/or expanded economic sanctions and export restrictions against Russia, Russian-backed separatist regions in Ukraine, certain banks, companies, government officials, and other individuals in Russia and Belarus. The implementation of these sanctions and exports restrictions, in combination with the withdrawal of numerous private companies from the Russian market, has had, and is likely to continue to have, a negative impact on the Company's business in the region. During fiscal year 2022 the Company imported $ 1.9 million of products from GTE for resale elsewhere in the world and since then has imported $ 3.2 million of products during the first nine months of fiscal year 2023. The rapid changes in rules and implementation of new rules on imports and exports of goods involving Russia has also led to material delays in getting goods to or from Russia as port authorities struggle to keep up with the changing environment. If imports of these products from the Russian Federation are restricted by government regulation, the Company may be forced to find other sources for the manufacturing of these products at potentially higher costs. Likewise, restrictions on the Company's ability to send products to GTE, may force our subsidiary to have to find other sources for the manufacturing of these products at potentially higher costs.  However, the Company's exports to GTE have historically been limited. Boycotts, protests, unfavorable regulations, additional governmental sanctions and other actions in the region could also adversely affect the Company's ability to operate profitably. Delays in obtaining governmental approvals can affect the Company's ability to timely deliver its products pursuant to contractual obligations, which could result in the Company being liable to its customers for damages. The risk of doing business in the Russian Federation and other economically or politically volatile areas could adversely affect the Company's operations and earnings. It is possible that increasing sanctions, export controls, restrictions on access to financial institutions, supply and transportation challenges, or other circumstances or considerations could necessitate a reduction, or even discontinuation, of operations by GTE or other business in Russia.   The Company is actively monitoring the situation in Ukraine and Russia and assessing its impact on its business, including GTE. The net carrying value of GTE on the Company's consolidated balance sheet at June 30, 2023 was $ 6.2 million, including cash of $ 2.1 million. In response to sanctions imposed by the U.S. and others on Russia, the Russian government has imposed restrictions on companies' abilities to repatriate or otherwise remit cash from their Russian-based operations to locations outside of Russia. As a result, this cash can be used in our Russian operations, but we may be unable to transfer it out of Russia without incurring substantial costs, if at all. In addition to the products the Company imported from GTE, the subsidiary generated $ 1.9 million in revenue from domestic sales in fiscal year 2022 and has generated $ 1.6 million from domestic sales during the first nine months of fiscal year 2023. The Company has no way to predict the duration, progress or outcome of the military conflict in Ukraine. The extent and duration of the military action, sanctions, and resulting market disruptions could be significant and could potentially have substantial impact on the global economy and the Company's business for an unknown period of time.   17. Exit and Disposal Activities   During the first quarter of fiscal year 2023, the Company implemented a plan to discontinue the manufacture of certain low margin, low revenue products and reconfigure our production facilities to lower our costs and raise efficiencies. As part of the plan, reductions were made to the Company's workforce which are expected to yield an annual savings of more than $ 2 million. In connection with the plan, the Company incurred costs of $ 0.6 million in the first quarter of fiscal year 2023, primarily termination costs related to the workforce reduction. The costs were recorded both to cost of revenue and operating expenses in the consolidated statement of operations.  No significant future costs are expected.  As of June 30, 2023 , no liabilities were outstanding related to this plan.     17       Item 2. Management ’ s Discussion and Analysis of Financial Condition and Results of Operations   The following is management’s discussion and analysis of the major elements of our consolidated financial statements. You should read this discussion and analysis together with our consolidated financial statements, including the accompanying notes, and other detailed information appearing elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended September 30, 2022.           Forward-Looking Statements   This Quarterly Report on Form 10-Q and the documents incorporated by reference herein contain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements can be identified by terminology such as “may”, “will”, “should”, “could”, “intend”, “expect”, “plan”, “budget”, “forecast”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue”, “evaluating” or similar words. Statements that contain these words should be read carefully because they discuss our future expectations, contain projections of our future results of operations or of our financial position or state other forward-looking information. Examples of forward-looking statements include, among others, statements that we make regarding our expected operating results, the timing, adoption, results and success of our rollout of our Aquana smart water valves and cloud-based control platform, future demand for our Quantum security solutions, the adoption and sale of our products in various geographic regions, potential tenders for permanent reservoir monitoring systems, future demand for OBX rental equipment, the adoption of Quantum's SADAR® product monitoring of subsurface reservoirs, the completion of new orders for channels of our GCL system, the fulfillment of customer payment obligations, the impact of and the recovery from the impact of the coronavirus (or COVID-19) pandemic, the impact of the current armed conflict between Russia and Ukraine, our ability to manage changes and the continued health or availability of management personnel, volatility and direction of oil prices, anticipated levels of capital expenditures and the sources of funding therefor, and our strategy for growth, product development, market position, financial results and the provision of accounting reserves. These forward-looking statements reflect our current judgment about future events and trends based on the information currently available to us. However, there will likely be events in the future that we are not able to predict or control. The factors listed under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022, as well as other cautionary language in such Annual Report and this Quarterly Report on Form 10-Q, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Such examples include, but are not limited to, the failure of the Quantum and OptoSeis® or Aquana technology transactions to yield positive operating results, decreases in commodity price levels, the continued adverse impact of COVID-19 which could reduce demand for our products, the failure of our products to achieve market acceptance (despite substantial investment by us), our sensitivity to short term backlog, delayed or cancelled customer orders, product obsolescence resulting from poor industry conditions or new technologies, bad debt write-offs associated with customer accounts, inability to collect on promissory notes, lack of further orders for our OBX rental equipment, failure of our Quantum products to be adopted by the border and security perimeter market or a decrease in such market due to governmental changes, and infringement or failure to protect intellectual property. The occurrence of the events described in these risk factors and elsewhere in this Quarterly Report on Form 10-Q could have a material adverse effect on our business, results of operations and financial position, and actual events and results of operations may vary materially from our current expectations. We assume no obligation to revise or update any forward-looking statement, whether written or oral, that we may make from time to time, whether as a result of new information, future developments or otherwise.   Business Overview   Unless otherwise specified, the discussion in this Quarterly Report on Form 10-Q refers to Geospace Technologies Corporation and its subsidiaries. We principally design and manufacture seismic instruments and equipment. These seismic products are marketed to the oil and gas industry and used to locate, characterize and monitor hydrocarbon producing reservoirs. We also market our seismic products to other industries for vibration monitoring, border and perimeter security and various geotechnical applications. We design and manufacture other products of a non-seismic nature, including water meter products, imaging equipment, remote shutoff water valves and Internet of Things ("IoT") platform and provide contract manufacturing services. We report and categorize our customers and products into three different segments: Oil and Gas Markets, Adjacent Markets and Emerging Markets. In recent years, the revenue contribution from our Adjacent Markets segment has grown to represent nearly half of our total revenue. This revenue growth is reflective of both our diversification strategy as well a downturn in the Oil and Gas Markets segment at the time.   Demand for our seismic products targeted at customers in our Oil and Gas Markets segment has been, and will likely continue to be, vulnerable to downturns in the economy and the oil and gas industry in general. For more information, please refer to the risks discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022.   Available Information   We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”). Our SEC filings are available to the public over the internet at the SEC’s website at www.sec.gov. Our SEC filings are also available to the public on our website at www.geospace.com. From time to time, we may post investor presentations on our website under the “Investor Relations” tab. Please note that information contained on our website, whether currently posted or posted in the future, is not a part of this Quarterly Report on Form 10-Q or the documents incorporated by reference in this Quarterly Report on Form 10-Q.   Products and Product Development   Oil and Gas Markets   Our Oil and Gas Markets business segment has historically accounted for the majority of our revenue. Geoscientists use seismic data primarily in connection with the exploration, development and production of oil and gas reserves to map potential and known hydrocarbon bearing formations and the geologic structures that surround them. This segment’s products include wireless seismic data acquisition systems, reservoir characterization products and services, and traditional seismic exploration products such as geophones, hydrophones, leader wire, connectors, cables, marine streamer retrieval and steering devices and various other seismic products. We believe that our Oil and Gas Markets products are among the most technologically advanced instruments and equipment available for seismic data acquisition.   Traditional Products   An energy source and a data recording system are combined to acquire seismic data. We provide many of the components of seismic data recording systems, including geophones, hydrophones, multi-component sensors, leader wire, geophone strings, connectors, seismic telemetry cables and other seismic related products. On land, our customers use geophones, leader wire, cables and connectors to receive and measure seismic reflections resulting from an energy source into data recording units, which store the seismic information for subsequent processing and analysis. In the marine environment, large ocean-going vessels tow long seismic cables known as “streamers” containing hydrophones that are used to detect pressure changes. Hydrophones transmit electrical impulses back to the vessel’s data recording unit where the seismic data is stored for subsequent processing and analysis. Our marine seismic products also help steer streamers while being towed and help recover streamers if they become disconnected from the vessel.   Our seismic sensor, cable and connector products are compatible with most major competitive seismic data acquisition systems currently in use. Revenue from these products results primarily from seismic contractors purchasing our products as components of new seismic data acquisition systems or to repair and replace components of seismic data acquisition systems already in use.   Wireless Products   We have developed multiple versions of a land-based wireless (or nodal) seismic data acquisition system. Rather than utilizing interconnecting cables as required by most traditional land data acquisition systems, each of our wireless stations operate as an independent data collection system, allowing for virtually unlimited channel configurations. As a result, our wireless systems require less maintenance, which we believe allows our customers to operate more effectively and efficiently because of its reduced environmental impact, lower weight and ease of operation. Each wireless station is available in a single-channel or three-channel configuration.   We have also developed a marine-based wireless seismic data acquisition system called the OBX. Similar to our land-based wireless systems, the marine OBX system may be deployed in virtually unlimited channel configurations and does not require interconnecting cables between each station. We have two versions of OBX nodal stations: a shallow water version that can be used in depths up to 750 meters and a deepwater version that can be deployed in depths of up to 3,450 meters.  Through June 30, 2023, we have sold 13,000 OBX stations and we currently have 24,000 OBX stations in our rental fleet.   In August 2022, we announced the release of a new seismic acquisition product known as Mariner™, a continuous, cable-free, four channel autonomous, shallow water ocean bottom recorder. Mariner is the next generation node designed for extended duration seabed ocean bottom seismic data acquisition. The slim profile nodes, which are part of our shallow water stations, are ideally deployed as deep as 750 meters. The device continuously records for up to 70 days and offers more rapid recharging times. Its slim profile creates space savings on seismic survey vessels, allowing contractors to fit up to 25% more nodes into a download/charge container.   Reservoir Products   Seismic surveys repeated over selected time intervals show dynamic changes within a producing oil and gas reservoir, and operators can use these surveys to monitor the effects of oil and gas development and production. This type of reservoir monitoring requires special purpose or custom designed systems in which portability becomes less critical and functional reliability assumes greater importance. This reliability factor helps assure successful operations in inaccessible locations over a considerable period of time. Additionally, reservoirs located in deep water or harsh environments require special instrumentation and new techniques to maximize recovery. Reservoir monitoring also requires high-bandwidth, high-resolution seismic data for engineering project planning and reservoir management. Utilizing these reservoir monitoring tools, producers can enhance the recovery of oil and gas deposits over the life of a reservoir.   We have developed permanently installed high-definition reservoir monitoring systems for land and ocean-bottom applications in producing oil and gas fields. Our electrical reservoir monitoring systems are currently installed on numerous offshore reservoirs in the North Sea and elsewhere. Through our acquisition of the OptoSeis® fiber optic sensing technology, we now offer both electrical and fiber optic reservoir monitoring systems. These high-definition seismic data acquisition systems have a flexible architecture allowing them to be configured as a subsurface system for both land and marine reservoir-monitoring projects. The scalable architecture of these systems enables custom designed configuration for applications ranging from low-channel engineering and environmental-scale surveys requiring a minimum number of recording channels to high-channel surveys required to efficiently conduct permanent reservoir monitoring (“PRM”). The modular architecture of these products allows virtually unlimited channel expansion for these systems.   In addition, we produce seismic borehole acquisition systems that employ a fiber optic augmented wireline capable of very high data transmission rates. These systems are used for several reservoir monitoring applications, including an application pioneered by us allowing operators and service companies to monitor and measure the results of hydraulic fracturing operations.   We believe our reservoir characterization products make seismic acquisition a cost-effective and reliable process for reservoir monitoring. Our multi-component seismic product developments also include an omni-directional geophone for use in reservoir monitoring, a compact marine three-component or four-component gimbaled sensor and special-purpose connectors, connector arrays and cases.   We have maintained active discussions with potential clients for future PRM systems. During 2022, in coordination with a potential client, we concluded a successful demonstration of our OptoSeis® fiber optic PRM technology in real-world field conditions. This demonstration was a pre-requisite step toward future contract consideration.  We have also held discussions and received requests for information from other major oil and gas producers regarding PRM systems. We have not received any orders for a large-scale seabed PRM system since November 2012.   Adjacent Markets   Our Adjacent Markets businesses leverage upon existing manufacturing facilities and engineering capabilities utilized by our Oil and Gas Markets businesses. Many of the seismic products in our Oil and Gas Markets segment, with little or no modification, have direct application to other industries.   Our business diversification strategy has centered largely on translating expertise in ruggedized engineering and manufacturing into expanded customer markets. To bolster the solid market share we have established in the water utility market for water meter cables, in fiscal year 2021, we acquired the smart water IoT company, Aquana.   Industrial Products   Our industrial products include water meter products, remote shut-off water valves and IoT Platform, contract manufacturing services and seismic sensors used for vibration monitoring.   Our water meter products support the global smart meter connectivity water utility market. Our products provide our customers with highly reliable automated meter-reading and automated meter infrastructure with our robust water-proof connectors. Our field splice kits allow for accelerated repairs once identified.   Our water IoT platform and remote-shut off valve allows customers that manage multi-family and commercial properties to monitor their properties for leak and burst events, with real-time notifications, complimented with our remote-shut off to stop water damage. These products also allow water utilities to control and monitor water use remotely, discontinue or limit service without placing its employees in potential harm or danger.   Our robust manufacturing capabilities have allowed us to provide specialized contract manufacturing services for printed circuit board manufacturing, cabling and harnesses, machining, injection molding and electronic system assembly.   Our seismic sensors provide unique high definition, low frequency sensing that allows for vibration monitoring in industrial machinery, mine safety and earthquake detection. 18     Imaging Products   Our imaging products include electronic pre-press products that employ direct thermal imaging, direct-to-screen printing systems, and digital inkjet printing technologies targeted at the commercial graphics, industrial graphics, textile and flexographic printing industries.   Emerging Markets   Our Emerging Markets business segment consists entirely of our Quantum business. Quantum’s product line includes a proprietary detection system called SADAR®, which detects, locates and tracks items of interest in real-time. Using the SADAR® technology, Quantum designs and sells products used for border and perimeter security surveillance, cross-border tunneling detection and other products targeted at movement monitoring, intrusion detection and situational awareness. SADAR's technology also provides passive seismic real-time monitoring in emerging energy applications such as Carbon Capture and Storage (CCS) and geothermal energy. Quantum's customers include various agencies of the U.S. government including the Department of Defense, Department of Energy, Department of Homeland Security and other agencies as well as energy companies needing real-time monitoring of seismic data.   Consolidated Results of Operations   We report and evaluate financial information for three segments: Oil and Gas Markets, Adjacent Markets and Emerging Markets. Summary financial data by business segment follows (in thousands):       Three Months Ended     Nine Months Ended       June 30, 2023     June 30, 2022     June 30, 2023     June 30, 2022   Oil and Gas Markets                                 Traditional exploration product revenue   $ 3,363     $ 1,592     $ 9,509     $ 3,428   Wireless exploration product revenue     13,786       7,233       45,920       29,467   Reservoir product revenue     523       692       810       1,422   Total revenue     17,672       9,517       56,239       34,317   Operating income (loss)     3,238       (3,695 )     9,820       (6,209 ) Adjacent Markets                                 Industrial product revenue     11,678       7,465       29,250       18,471   Imaging product revenue     3,184       3,473       9,142       9,841   Total revenue     14,862       10,938       38,392       28,312   Operating income     4,346       1,841       9,148       4,341   Emerging Markets                                 Revenue     109       135       393       571   Operating loss     (1,047 )     (1,405 )     (3,267 )     (3,609 ) Corporate                                 Revenue     72       101       170       182   Operating loss     (3,391 )     (3,275 )     (8,457 )     (9,592 ) Consolidated Totals                                 Revenue     32,715       20,691       95,194       63,382   Operating income (loss)     3,146       (6,534 )     7,244       (15,069 )                                              Overview   Although in an already depressed oil and gas industry, demand further decreased in February 2020 because of the oversupply of crude oil due to failed OPEC negotiations that led to a dramatic drop in crude oil prices when combined with the impact of the COVID-19 pandemic. These declines in the demand for oil and gas have caused oil and gas exploration and production companies to experience a significant reduction in cash flows, which have resulted in reductions in their capital spending budgets for oil and gas exploration-focused activities, including seismic data acquisition activities. Crude oil prices held above $65 per barrel throughout 2022 and through June 2023; however, a lag in time typically occurs between higher oil prices and greater demand for our Oil and Gas Markets segment products. We believe this lag is the result of exploration and production (“E&P”) companies allocating their cash flow towards shareholder reward initiatives, such as stock buy-back programs and dividend payments, or in debt reduction. We believe this lag is a short-term trend that will continue until E&P companies decide to reinvest capital into exploration activities. As this lag persists, we expect the reduced levels of demand for our Oil and Gas Markets segment products. We also expect our land-based traditional and wireless products will continue to experience low levels of product demand until our customers consume their excess levels of underutilized equipment. During the third quarter of fiscal year 2022, we began to experience an increase in rental demand for our marine nodal products in the form of additional rental contracts and requests for quotes from existing and new customers.  The increase in demand has led to near full utilization of our marine wireless rental fleet, yet we continue to experience low levels of demand for our land-based wireless products.         During the first quarter of fiscal year 2023, we implemented a plan to discontinue the manufacture of certain low margin, low revenue products and reconfigure our production facilities to lower our costs and raise efficiencies. As part of the plan, reductions were made to our workforce which are expected to yield an annual savings of more than $2 million. In connection with the plan, we incurred costs of $0.6 million in the first quarter of fiscal year 2023, primarily termination costs related to the workforce reduction. The costs were recorded both to cost of revenue and operating expenses in the consolidated statement of operations. No significant future costs are expected.   In light of current market conditions, the inventory balances in our Oil and Gas Markets business segment at June 30, 2023 continued to exceed levels we consider appropriate for the current level of product demand. We are continuing to work aggressively to reduce these legacy inventory balances; however, we are also adding new inventories for new wireless product developments and for other product demand in our Adjacent Markets segment. During periods of excessive inventory levels, our policy has been, and will continue to be, to record obsolescence expense as we experience reduced product demand and as our inventories continue to age. Although the Oil and Gas Markets segment is seeing a recovery after experiencing difficult market conditions, we have been recording additional expenses for inventory obsolescence and will continue to do so in the future until product demand and/or resulting inventory turnover return to acceptable levels. 19     Armed Conflict Between Russia and Ukraine   A portion of our oil and gas product manufacturing is conducted by Geospace Technologies Eurasia LLC, our wholly-owned subsidiary based in the Russian Federation. Consequently, our oil and gas business could be directly affected by the current war between Russia and Ukraine. See Note 16 in this Quarterly Report on Form 10-Q for more information.   Coronavirus (COVID-19)   The ongoing COVID-19 pandemic has negatively impacted worldwide economic activity and continues to create challenges in our markets.  The COVID-19 pandemic and the related mitigation measures have disrupted our supply chain, resulting in longer lead times in materials available from suppliers and extended shipping time for these materials to reach our facilities.  The occurrence or resurgence of global or regional health events such as the COVID-19 pandemic, and the related government responses, could result in a material adverse effect on our business, financial condition, results of operations and liquidity.  As such, we will continue to closely monitor COVID-19 and will continue to reassess our strategy and operational structure on a regular, ongoing basis.   Three and nine months ended June 30, 2023 compared to the three and nine months ended June 30, 2022   Consolidated revenue for the three months ended June 30, 2023 was $32.7 million, an increase of $12.0 million, or 58.1%, from the corresponding period of the prior fiscal year.  Consolidated revenue for the nine months ended June 30, 2023 was $95.2 million, an increase of $31.8 million, or 50.2%, from the corresponding period of the prior fiscal year.  The increase in revenue for both periods was largely due to higher rental revenue from our Oil and Gas Markets segment due to increased utilization of our OBX rental fleet and an increase in demand for our industrial products from our Adjacent Markets segment.  The increase in revenue for the nine months ended June 30, 2023 was partially offset by a decrease in sales of wireless exploration products.  Wireless exploration product revenue for the nine months ended June 30, 2023 also included $4.0 million from a rental customer as compensation for lost OBX nodes.    Consolidated gross profit for the three months ended June 30, 2023 was $14.0 million, an increase of $10.3 million, or 282.9%, from the corresponding period of the prior fiscal year.  Consolidated gross profit for the nine months ended June 30, 2023 was $37.5 million, an increase of $25.3 million, or 208.0%, from the corresponding period of the prior fiscal year.  The increase for both periods was primarily due to higher gross profits from the increased utilization of our OBX rental fleet and the increase in industrial product revenue and related gross profits.  The increase for the nine months ended June 30, 2023 was partially offset by the decrease in wireless exploration product revenue and related gross profits.   Consolidated operating expenses for the three months ended June 30, 2023 were $10.8 million, an increase of $0.6 million, or 6.4%, from the corresponding period of the prior fiscal year. The increase was due to a (i) $0.4 million favorable non-cash adjustment reported in the prior year period resulting from a change in the estimated fair value of contingent consideration related to our OptoSeis® acquisition, (ii) $0.3 million increase in selling, general and administrative expenses, resulting from increased revenue and (iii) $0.2 million increase in research and development costs attributable to employee termination costs.  The increase was partially offset by a $0.3 million decrease in bad debt expense resulting from collections of previously reserved past due receivables.  Consolidated operating expenses for the nine months ended June 30, 2023 were $31.5 million, an increase of $4.3 million, or 15.8%, from the corresponding period of the prior fiscal year. The increase was due to a (i) $5.0 million favorable non-cash adjustment reported in the prior year period resulting from a change in the estimated fair value of contingent consideration related to our Quantum and OptoSeis® acquisitions and (ii) $1.4 million increase in selling, general and administrative expenses resulting from increased revenue, inclusive of $0.3 million in employee termination costs. These increased operating expenses were partially offset by a i) $1.9 million decrease in research and development expense attributable to lower project expenditures and lower personnel costs attributable to our workforce reduction in the first quarter of fiscal year 2023 and (ii) $0.2 million decrease in bad debt expense resulting from collections of previously reserved past due receivables.   In February 2023, we sold our real property located at 7310 Langfield Road in Houston, Texas for a cash sales price of $3.7 million, net of closing costs of $0.3 million.  We recognized a gain of $1.3 million from the sale of this property in the second quarter of fiscal year 2023. The sale was part of our plan to streamline operations and reduce costs.    Consolidated other income for the three months ended June 30, 2023 was $0.3 million, compared to $28,000 from the corresponding period of the prior year.  Consolidated other income for the nine months ended June 30, 2023 was $0.8 million, compared to $0.4 million from the corresponding period of the prior year.  The increase for both periods was primarily due to an increase in net foreign exchange gains.  The increase for both periods was partially offset by a decrease in interest income attributable to lower note receivable balances between periods.   Segment Results of Operations   Oil and Gas Markets   Revenue   Revenue from our Oil and Gas Markets products for the three months ended June 30, 2023 increased $8.2 million, or 85.7%, from the corresponding period of the prior fiscal year. Revenue from our Oil and Gas Markets products for the nine months ended June 30, 2023 increased $21.9 million, or 55.6%, from the corresponding period of the prior fiscal year.  The components of these increases were as follows:     ● Traditional Exploration Product Revenue   – For the three months ended June 30, 2023, revenue from our traditional products was $3.4 million, an increase of $1.8 million from the corresponding period of the prior fiscal year.  For the nine months ended June 30, 2023, revenue from our traditional products was $9.5 million, an increase of $6.1 million from the corresponding period of the prior fiscal year. The increase for both periods was primarily due to higher demand for our sensor and marine products.     ● Wireless Exploration Product Revenue  – For the three months ended June 30, 2023, revenue from our wireless exploration products increased $6.6 million, or 90.6%, from the corresponding period of the prior fiscal year.  For the nine months ended June 30, 2023, revenue from our wireless exploration products increased $16.5 million, or 55.8%, from the corresponding period of the prior fiscal year.    The increase for both periods was primarily due to increased rental revenue attributable to higher utilization of our OBX rental fleet.  The increase for the nine months ended June 30, 2023 was partially offset by a decrease in wireless product sales. Wireless product revenue for the nine months ended June 30, 2023 also included $4.0 million from a rental equipment customer as compensation for lost OBX nodes.   20   Operating Income (Loss)   Operating income associated with our Oil and Gas Markets products for the three months ended June 30, 2023 was $3.2 million, an increase of $6.9 million from the corresponding period of the prior fiscal year. Operating income associated with our Oil and Gas Markets products for the nine months ended June 30, 2023 was $9.8 million, compared to an operating loss of $(6.2) million from the corresponding period of the prior fiscal year. The increase in operating income for both periods was primarily due to to higher wireless rental revenue and related gross profits due to improved utilization of our OBX rental fleet.  The improvement in operating income for the nine months ended June 30, 2023 was partially offset by a decrease in wireless product revenue and related gross profits.  The increase in operating income for both periods was partially offset by favorable non-cash adjustments reported of $0.4 million and $4.4 million for the three and nine month periods of the prior year, respectively, resulting from changes in the estimated fair value of contingent consideration related to our OptoSeis® acquisition.    Adjacent Markets   Revenue   Revenue from our Adjacent Markets products for the three months ended June 30, 2023 increased $3.9 million, or 35.9%, from the corresponding period of the prior fiscal year.  Revenue from our Adjacent Markets products for the nine months ended June 30, 2023 increased $10.1 million, or 35.6%, from the corresponding period of the prior fiscal year.  The components of these changes were as follows:     ● Industrial Product Revenue and Services  – For the three months ended June 30, 2023, revenue from our industrial products increased $4.2 million, or 56.4%, from the corresponding period of the prior fiscal year.  For the nine months ended June 30, 2023, revenue from our industrial products increased $10.8 million, or 58.4%, from the corresponding period of the prior fiscal year.  The increase in revenue for both periods was primarily due to higher demand for our water meter products.     ● Imaging Product Revenue  – For the three months ended June 30, 2023, revenue from our imaging products decreased $0.3 million, or 8.3%, from the corresponding period of the prior fiscal year. For the nine months ended June 30, 2023, revenue from our imaging products decreased $0.7 million, or 7.1%, from the corresponding period of the prior fiscal year.  The decrease for both periods was primarily due to lower demand for our imaging equipment.   Operating Income   Operating income from our Adjacent Markets products for the three months ended June 30, 2023 was $4.3 million, an increase of $2.5 million, or 136.1%, from the corresponding period of the prior fiscal year. Operating income from our Adjacent Markets products for the nine months ended June 30, 2023 was $9.1 million, an increase of $4.8 million, or 110.7%, from the corresponding period of the prior fiscal year.  The increase in operating income for both periods was primarily due to the increase in revenue and related gross profits.  The increase in operating income was partially offset by an increase in operating expenses, mostly caused by (i) higher selling, general and administrative resulting from the increased revenue.   Emerging Markets   Revenue   Revenue from our Emerging Markets products was $0.1 million for both the three months ended June 30, 2023 and 2022.  Revenue from our Emerging Markets products was $0.4 million for the nine months ended June 30, 2023 compared to $0.6 million for the nine months ended June 30, 2022.  The revenue for both periods primarily included on-going service and maintenance related to our completed contract with the U.S. Customs and Border Protection.  The revenue for the nine months ended June 30, 2023 also included $0.1 million of revenue recognized on a $1.5 million government related contract expected to be completed in the first quarter of fiscal year 2024.    Operating Loss   Operating loss from our Emerging Markets products for the three months ended June 30, 2023 was $1.0 million, a decrease of $0.4 million, or 25.5%, from the corresponding period in the prior fiscal year.  Operating loss from our Emerging Markets products for the nine months ended June 30, 2023 was $3.3 million, a decrease of $0.3 million, or 9.5%, from the corresponding period of the prior fiscal year.   The decrease for both periods was primarily attributable to lower personnel costs attributable to our workforce reduction in the first quarter of fiscal year 2023.  The decrease in operating loss for the nine months ended June 30, 2023 was partially offset by a favorable non-cash adjustment reported for the nine month period of the prior year of $0.7 million, which resulted from a change in the estimated fair value of contingent consideration related to our Quantum acquisition.    Liquidity and Capital Resources   At June 30, 2023, we had approximately $27.3 million in cash and cash equivalents.  For the nine months ended June 30, 2023, we generated $3.1 million of cash from operating activities.  Sources of cash included our net income of $7.8 million and net non-cash charges of $15.7 million resulting from deferred income taxes, depreciation, amortization, accretion, inventory obsolescence, stock-based compensation and bad debt recovery.  Other sources of cash included a (i) $1.3 million increase in accounts payable primarily due to the timing of payments to our suppliers, (ii) $1.7 million increase in other liabilities due to an increase in accrued employee compensation costs and (iii) $0.5 million increase in other assets.  These sources of cash were partially offset by (i) a $10.6 million increase in trade accounts and notes receivable primarily due to our increase in revenue and the timing of collections from customers, (ii) a $7.2 million increase in inventories to meet an increase in demand for our products, (iii) the removal of $4.3 million gross profit from the sale of used rental equipment and (iv) a $1.7 million of gain from the sale of property and equipment since they are included in investing activities.    For the nine months ended June 30, 2023, we generated cash of $8.3 million in investing activities. Sources of cash primarily consisted of proceeds of (i) $11.1 million from the sale of used rental equipment, (ii) $4.4 million from the sale of property and equipment and (iii) $0.9 million from the sale of short-term investments. Offsetting this source of cash were (i) $1.9 million for additions to our property, plant and equipment and (ii) $6.2 million for additions to our equipment rental fleet.  We do not expect to make any significant cash investments into our rental fleet for the remainder of fiscal year 2023.  We expect our cash investments in our property, plant and equipment will be approximately $2.0 million in fiscal year 2023.  Our capital expenditures are expected to be funded from our cash on hand, internal cash flows, cash flows from our rental contracts or, if necessary, borrowings under our new credit agreement.   For the nine months ended June 30, 2023 we used $0.2 million from financing activities for our final contingent consideration payments to the former shareholders of Quantum.   21     Our available cash and cash equivalents was $27.3 million at June 30, 2023, which included $3.5 million of cash and cash equivalents held by our foreign subsidiaries and branch offices, of which $2.1 million was held by our subsidiary in the Russian Federation. In response to sanctions imposed by the U.S. and other countries on the Russian Federation, the Russian government has imposed restrictions on companies' abilities to repatriate or otherwise remit cash from their Russian-based operations to locations outside of Russia. As a result, this cash can be used in our Russian operations, but we may be unable to transfer it out of Russia without incurring substantial costs, if at all.  In addition, if we were to repatriate the cash held by our Russian subsidiary, we would be required to accrue and pay taxes on any amount repatriated.  During the second quarter of fiscal year 2023, in light of recent volatility in the financial markets, we entered into an IntraFi Cash Service ("ICS") Deposit Placement Agreement with IntraFi Network LLC through our primary bank, Woodforest National Bank.  The ICS program offers us access to unlimited Federal Deposit Insurance Corporation ("FDIC") insurance on domestically held cash in excess of $5.0 million, thereby mitigating our risk of falling outside of FDIC coverage limits.   On July 26, 2023, we entered into a credit agreement (“the Agreement”) with Woodforest National Bank, as sole lender.  The Agreement refinanced our credit agreement dated May 6, 2022, with Amerisource Funding, Inc., as administrative agent and as a lender, and Woodforest National Bank, as a lender.  The Agreement provides a revolving credit facility with a maximum availability of $15 million.  Availability under the Agreement is determined based upon a borrowing base comprised of certain of our domestic assets which include (i) 80% of eligible accounts receivable, plus (ii) 90% of eligible foreign insured accounts, plus (iii) 25% of eligible inventory plus (iv) 50% of the orderly liquidation value of eligible equipment, in each case subject to certain limitations and adjustments.  Interest shall accrue on outstanding borrowings at a rate equal to Term SOFR (Secured Overnight Financing Rate) plus a margin equal to 3.25% per annum.  We are required to make monthly interest payments on borrowed funds. The Agreement is secured by substantially all of our assets, except for certain excluded property.  The Agreement requires us to maintain a minimum (i) consolidated tangible net worth of $100 million, (ii) liquidity of $5 million, and (iii) current ratio no less than 2.00 to 1.00, in each case tested quarterly. The Agreement also requires us to maintain a springing minimum interest coverage ratio of 1.50 to 1.00, tested quarterly whenever there is an outstanding balance on the revolving credit facility.  The Agreement expires in July 2025.   We had no long-term debt outstanding at June 30, 2023 and through the date of the filing of this Quarterly Report on Form 10-Q.  We do not currently anticipate the need to borrow under the Agreement, however, we may decide to do so in the future, if needed.   Our available cash and cash equivalents increased $10.3 million during the nine months ended June 30, 2023. In the absence of future profitable results of operations, we may need to rely on other sources of liquidity to fund our future operations, including executed rental contracts, available borrowings under the Agreement through its expiration in July 2025, leveraging or sales of real estate assets, sales of rental assets and other liquidity sources which may be available to us. We currently believe that our cash and cash equivalents will be sufficient to finance any future operating losses and planned capital expenditures through the next twelve months.   We do not have any obligations which meet the definition of an off-balance sheet arrangement and which have or are reasonably likely to have a current or future effect on our financial statements or the items contained therein that are material to investors.   Contractual Obligations   Contingent Compensation Costs   In connection with the acquisition of Aquana in July 2021, we are subject to additional contingent cash payments to the former members of Aquana over a six-year earn-out period. The contingent payments, if any, will be derived from certain eligible revenue generated during the earn-out period from products and services sold by Aquana. There is no maximum limit to the contingent cash payments that could be made. The merger agreement with Aquana requires the continued employment of a certain key employee and former member of Aquana for the first four years of the six year earn-out period for any of Aquana’s former members to be eligible to any earn-out payments. In accordance with ASC 805, Business Combination s, due to the continued employment requirement, no liability has been recorded for the estimated fair value of contingent earn-out payments for this transaction. Earn-outs achieved, if any, will be recorded as compensation expense when incurred.   See Note 13 to our consolidated financial statements in this Quarterly Report on Form 10-Q for more information on our contractual contingencies.   Critical Accounting Estimates   During the nine months ended June 30, 2023, there has been no material change to our critical accounting estimates discussed in Item 7 of our Annual Report on Form 10-K for the fiscal year ended September 30, 2022.   Recent Accounting Pronouncements   Please refer to Note 1 to our consolidated financial statements contained in this Quarterly Report on Form 10-Q for a discussion of recent accounting pronouncements.   Item 3. Quantitative and Qualitative Disclosures about Market Risk   We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item, in accordance with Item 305(e) of Regulation S-K.   22     Item 4. Controls and Procedures   Evaluation of Disclosure Controls and Procedures   Our management is responsible for establishing and maintaining a system of disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Notwithstanding the foregoing, there can be no assurance that our disclosure controls and procedures will detect or uncover all failures of persons within our Company and consolidated subsidiaries to report material information otherwise required to be set forth in our reports.   In connection with the preparation of this Quarterly Report on Form 10-Q, we carried out an evaluation under the supervision and with the participation of our management, including the CEO and CFO, as of June 30, 2023, of the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of June 30, 2023.   Changes in Internal Control over Financial Reporting   There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the fiscal quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.     PART II - OTHER INFORMATION   Item 6. Exhibits   The following exhibits are filed with this Report on Form 10-Q or are incorporated by reference   3.1   Amended and Restated Certificate of Formation of Geospace Technologies Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed May 8, 2015).       3.2   Amended and Restated Bylaws of Geospace Technologies Corporation (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed August 8, 2019).       31.1*   Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934.       31.2*   Certification of the Chief Financial Officer pursuant Rule 13a-14(a) under the Securities and Exchange Act of 1934.       32.1**   Certification of the Chief Executive Officer pursuant 18 U.S.C. Section 1350.       32.2**   Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350.       101*   The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Balance Sheets at June 30, 2023 and September 30, 2022 , (ii) the Consolidated Statements of Operations for the three and nine months ended June 30, 2023 and 2022, (iii) the Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended June 30, 2023 and 2022, (iv) the Consolidated Statements of Stockholders’ Equity for the three and nine months ended June 30, 2023 and 2022, (v) the Consolidated Statements of Cash Flows for the nine months ended June 30, 2023 and 2022 and (vi) Notes to Consolidated Financial Statements.       104*   The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 formatted in Inline XBRL and contained in Exhibit 101.   * Filed with this Quarterly Report on Form 10-Q ** Furnished with this Quarterly Report on Form 10-Q   23     SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.                                                                                                      GEOSPACE TECHNOLOGIES CORPORATION       Date:   August 11, 2023 By:   /s/ Walter R. Wheeler           Walter R. Wheeler, President           and Chief Executive Officer           (duly authorized officer)   Date:    August 11, 2023 By:   /s/ Robert L. Curda           Robert L. Curda, Vice President,           Chief Financial Officer and Secretary           (principal financial officer)   24