GEOSPACE TECHNOLOGIES CORP 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this Annual Report on Form 10-K, we conducted an evaluation, under supervision and with the participation of management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, as amended (Exchange Act). Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures are effective at a reasonable assurance level. Disclosure controls and procedures are defined by Rules 13a-15(e) and 15d-15(e) of the Exchange Act as controls and other procedures that are designed to ensure that information required to be disclosed by us in reports filed with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Management ’ s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining effective internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2024. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control Integrated Framework (2013) . Based on this assessment, our management concluded that, as of September 30, 2024, our internal control over financial reporting is effective based on those criteria. Our independent registered public accounting firm, RSM US LLP, has audited the effectiveness of our internal controls over financial reporting, as stated in their attestation report included in this Annual Report on Form 10-K. 29 Changes in Internal Control Over Financial Reporting In the fourth quarter of fiscal year 2024, management determined that during the first two quarters of the fiscal year there was a material weakness in the design of its internal controls over financial reporting related to segregation of duties which had the potential to materially impact substantially all account balances and transactions, which management believes did not result in a material misstatement of its financial statements. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. As of July 1, 2024, management implemented system configuration changes to address this segregation of duties issue. We believe this measure remediated the material weakness identified and has strengthened the internal controls over financial reporting. There have not been any other 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 September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection None. 30 PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this Item is contained in our definitive Proxy Statement to be distributed within 120 days of September 30, 2024, in connection with our 2025 Annual Meeting of Stockholders under the captions “Election of Directors,” “Executive Officers and Compensation,” “Section 16(a) Beneficial Ownership Reporting Compliance” and “Code of Ethics” and is incorporated herein by reference. Item 11. Executive Compensation The information required by this Item is contained in our definitive Proxy Statement to be distributed within 120 days of September 30, 2024, in connection with our 2025 Annual Meeting of Stockholders under the caption “Executive Officers and Compensation” and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item is contained in our definitive Proxy Statement to be distributed within 120 days of September 30, 2024, in connection with our 2025 Annual Meeting of Stockholders under the caption “Security Ownership of Certain Beneficial Owners and Management” and is incorporated herein by reference, and in Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities,” contained in Part II hereof. Item 13. Certain Relationships and Related Transactions and Director Independence The information required by this Item is contained in our definitive Proxy Statement to be distributed within 120 days of September 30, 2024, in connection with our 2025 Annual Meeting of Stockholders under the caption “Certain Relationships and Related Transactions” and is incorporated herein by reference. Item 14. Principal Accountant Fees and Services The information required by this Item is contained in our definitive Proxy Statement to be distributed within 120 days of September 30, 2024, in connection with our 2025 Annual Meeting of Stockholders under the caption “Independent Public Accountants” and is incorporated herein by reference. 31 PART IV Item 15. Exhibits Financial Statements The financial statements listed on the accompanying Index to Financial Statements (see page F-1) are filed as part of this Annual Report on Form 10-K. Exhibits Exhibit Number Description of Documents 3.1 Amended and Restated Certificate of Formation of Geospace Technologies Corporation (incorporated by reference to Exhibit 3.1 to the Registrant ’ 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 Registrant ’ s Current Report on Form 8-K filed August 8, 2019). 10.1 Employment Agreement dated as of August 1, 1997, between the Company and Michael J. Sheen (incorporated by reference to the Registrant ’ s Registration Statement on Form S-1 filed September 30, 1997 (Registration No. 333-36727)).* 10.2 Employment Termination and Consulting Agreement dated June 30, 2023 between the Company and Michael J. Sheen incorporated by reference to Exhibit 10.21 to the Registrant's Annual Report on Form 10-K for the year ended September 30, 2023 filed November November 17, 2023.* 10.3 Employment Agreement effective as of January 1, 2012, by and between OYO Geospace Corporation and Walter R. Wheeler (incorporated by reference to Exhibit 99.1 to the Registrant ’ s Current Report on Form 8-K filed December 9, 2011).* 10.4 Employment Agreement effective as of January 1, 2012, by and between OYO Geospace Corporation and Robbin B. Adams (incorporated by reference to Exhibit 99.2 to the Registrant ’ s Current Report on Form 8-K filed December 9, 2011).* 10.5 Employment Agreement dated April 29, 2024 between Richard Kelley and the Company.** 10.6 Geospace Technologies Corporation 2014 Long-Term Incentive Plan (incorporated by reference to Appendix A to the Company ’ s Proxy Statement on Schedule 14A filed December 11, 2013).* 10.7 First Amendment to the Geospace Technologies Corporation 2014 Long-Term Incentive Plan (incorporated by reference to Appendix A to the Company ’ s Proxy Statement on Schedule 14A filed December 30, 2020).* 10.8 Form of Employee Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 to the Registrant ’ s Form S-8 filed May 21, 2014).* 10.9 Form of Employee Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Registrant ’ s Current Report on Form 8-K filed November 26, 2018).* 10.10 Form of Employee Incentive Stock Option Award Agreement (incorporated by reference to Exhibit 10.2 to the Registrant ’ s Form S-8 filed May 21, 2014).* 10.11 Form of Employee Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.3 to the Registrant ’ s Form S-8 filed May 21, 2014).* 10.12 Form of Performance Option Agreement (incorporated by reference to Exhibit 10.1 to the Registrant ’ s Current Report on Form 8-K filed November 20, 2015).* 10.13 Form of Consultant Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.4 to the Registrant ’ s Form S-8 filed May 21, 2014).* 10.14 Form of Consultant Stock Option Award Agreement (incorporated by reference to Exhibit 10.5 to the Registrant ’ s Form S-8 filed May 21, 2014).* 10.15 Form of Director Stock Option Award Agreement (incorporated by reference to Exhibit 10.6 to the Registrant ’ s Form S-8 filed May 21, 2014).* 10.16 Form of Director Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.7 to the Registrant ’ s Form S-8 filed May 21, 2014).* 32 10.17 Form of Director Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 to the Registrant ’ s Form 10-Q filed May 3, 2019).* 10.18 Form of Employee Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 to the Registrant ’ s Current Report on Form 8-K filed November 26, 2018).* 10.19 Form of Amended and Restated Indemnity Agreement (incorporated by reference to Exhibit 10.1 to the Registrant ’ s Current Report on Form 8-K filed May 26, 2015).* 10.20 Geospace Technologies Corporation Annual Bonus Program (incorporated by reference to Exhibit 10.23 to the Registrant ’ s Annual Report on Form 10-K for the year ended September 30, 2017 filed December 1, 2017).* 10.21 Credit Agreement dated July 26, 2023 among the Company, and each other person from time to time party thereto as a borrower, and Woodforest National Bank, as lender (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed August 1, 2023). 10.22 Commercial Contract – Improved Property, dated June 3, 2019 by and between GTC, Inc. and Harmony Public Schools (incorporated by reference to Exhibit 10.1 to the Registrant ’ s Current Report on Form 8-K filed June 3, 2019). 14.1 General Code of Business Conduct and Supplemental Code of Ethics for CEO and Senior Financial Officers (incorporated by reference to Exhibit 14.1 to the Registrant ’ s Current Report on Form 8-K filed February 6, 2019). 19.1 Insider Trading Policy for Employees, Officers and Directors.** 21.1 Subsidiaries of the Registrant.** 23.1 Consent of RSM US LLP.** 31.1 Certification of the Company’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.** 31.2 Certification of the Company’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.** 32.1 Certification of the Company’s Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 32.2 Certification of the Company’s Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 97.1 Executive Compensation Clawback Policy.** 101 The following financial information from the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Balance Sheets as of September 30, 2024 and September 30, 2023, (ii) the Consolidated Statements of Operations for the years ended September 30, 2024 and 2023, (iii) the Consolidated Statements of Comprehensive Loss for the years ended September 30, 2024 and 2023, (iv) the Consolidated Statements of Stockholders’ Equity for the years ended September 30, 2024 and 2023, (v) the Consolidated Statements of Cash Flows for the years ended September 30, 2024 and 2023 and (vi) Notes to Consolidated Financial Statements.** 104 The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024 formatted in iXBRL. ** * This exhibit is a management contract or a compensatory plan or arrangement. ** Filed herewith. Item 16. Form 10-K Summary None. 33 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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 By: /s/ WALTER R. WHEELER Walter R. Wheeler, Director and Principal Executive Officer November 22, 2024 Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date /s/ WALTER R. WHEELER Director and Principal Executive Officer November 22, 2024 Walter R. Wheeler /s/ ROBERT L. CURDA Vice President, Chief Financial Officer and Secretary November 22, 2024 Robert L. Curda (Principal Financial Officer and Principal Accounting Officer) /s/ GARY D. OWENS Chairman of the Board November 22, 2024 Gary D. Owens /s/ MARGARET S. ASHWORTH Director November 22, 2024 Margaret S. Ashworth /s/ THOMAS L. DAVIS Director November 22, 2024 Thomas L. Davis /s/ EDGAR R. GIESINGER, JR. Director November 22, 2024 Edgar R. Giesinger, Jr. /s/ STEPHEN C. JUMPER Director November 22, 2024 Stephen C. Jumper /s/ RICHARD F. MILES Director November 22, 2024 Richard F. Miles 34 GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES INDEX TO FINANCIAL STATEMENTS Reports of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of September 30, 2024 and 2023 F-4 Consolidated Statements of Operations for the Years Ended September 30, 2024 and 2023 F-5 Consolidated Statements of Comprehensive Income for the Years Ended September 30, 2024 and 2023 F-6 Consolidated Statements of Stockholders ’ Equity for the Years Ended September 30, 2024 and 2023 F-7 Consolidated Statements of Cash Flows for the Years Ended September 30, 2024 and 2023 F-8 Notes to Consolidated Financial Statements F-9 F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Geospace Technologies Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Geospace Technologies Corporation and its subsidiaries (the Company) as of September 30, 2024 and 2023, the related consolidated statements of operations, comprehensive income, stockholders' equity and cash flows for each of the two years in the period ended September 30, 2024, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended September 30, 2024, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013, and our report dated November 22, 2024 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Inventory Valuation As described in Note 1 to the consolidated financial statements, the Company’s consolidated inventories balance, which is stated at lower of cost or net realizable value, was $44.2 million as of September 30, 2024. The valuation of inventories is based on the Company’s periodic review of the composition of its inventories to determine if market demand, product modifications, technology changes, excessive quantities on-hand and other factors hinder its ability to recover its investment in such inventories. The Company’s assessment is based upon historical product demand, estimated future product demand and various other judgments and estimates. Inventory obsolescence reserves are recorded when such assessments reveal that portions or components of the Company’s investment will not be realized in its operating activities. We identified the valuation of inventories at the lower of cost or net realizable value as a critical audit matter due to the significant judgment and estimates required by management. Determining whether a decline in value has occurred requires management to make complex judgments related to (i) historical and estimated future product demand in relation to quantities on hand and (ii) obsolescence of certain products based on changes in technology and demand. Auditing these judgments is especially challenging and involved significant auditor judgment due to fluctuations in sales trends and evolving customer demands. Our audit procedures related to the Company’s valuation of inventory included the following, among others: ● We obtained an understanding of the relevant controls related to inventory valuation reserve and tested such controls for design and operating effectiveness. ● We evaluated management’s calculation of the inventory valuation reserve by testing the mathematical accuracy of the calculation. ● We tested the completeness, accuracy, and relevance of the reports and inputs used in the Company’s analysis. ● We evaluated the appropriateness and consistency of management’s methods and assumptions used in developing their estimate of the inventory valuation reserve, which included consideration of recent changes in historical usage information. ● We evaluated management’s process for subsequent adjustments to net realizable value by performing a retrospective review on an individual item basis to test for subsequent changes in the inventory values after the net realizable value had been established. ● We compared actual purchases and sales data on an individual item basis for all inventory items and aggregated to perform an independent assessment of the net realizable value of inventory. Recoverability of Long-lived Assets — Emerging Markets Asset Group As discussed in Note 11 to the consolidated financial statements, at September 30, 2024 the Company performed a recoverability assessment on the long-lived assets of its Emerging Markets asset group. In performing the recoverability assessment, the Company first compared the carrying value of the asset group to the estimated undiscounted cash flows to be generated over the remaining useful life of the asset group's primary asset, its developed technology. Because the carrying value of the asset group exceeded the estimated undiscounted cash flows, the Company then estimated the fair value of the asset group and recorded an impairment charge of $2.8 million. We identified the recoverability assessment of long-lived assets for the Emerging Market’s asset group as a critical audit matter because of the significant assumptions management used in estimating the undiscounted cash flows expected to be generated by the asset group over the remaining life of the primary asset, including revenue growth rates and projected gross margins, among others. Auditing management’s assumptions involved a high degree of auditor judgment and increased audit effort due to the impact these assumptions could have on the recoverability conclusion of the Emerging Market’s asset group and the resulting impairment recorded. Our audit procedures related to the Company’s recoverability assessment of long-lived assets for the Emerging Markets asset group included the following, among others: ● We obtained an understanding of the relevant controls related to management’s recoverability assessment and tested such controls for design and operating effectiveness, including controls over management’s review of the significant assumptions used in estimating the undiscounted cash flows. ● We tested the reasonableness of management’s forecasts of revenue and gross margins by comparing them to historical results, evaluating publicly available industry information, considering the probability of additional contracts with its significant customers by reviewing supporting documentation, and comparing current year results to prior year estimates. ● We tested the underlying data used by management in the development of the estimated undiscounted cash flows for completeness and accuracy by agreeing it to source data. /s/ RSM US LLP We have served as the Company's auditor since 2018. Houston, Texas November 22, 2024 F-2 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Geospace Technologies Corporation Opinion on the Internal Control Over Financial Reporting We have audited Geospace Technologies Corporation and its subsidiaries (the Company) internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements of the Company and our report dated November 22, 2024, expressed an unqualified opinion. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ RSM US LLP Houston, Texas November 22, 2024 F-3 Geospace Technologies Corporation and Subsidiaries Consolidated Balance Sheets (In thousands, except share amounts) AS OF SEPTEMBER 30, 2024 2023 ASSETS Current assets: Cash and cash equivalents $ 6,895 $ 18,803 Short-term investments 30,227 14,921 Trade accounts and notes receivable, net 21,868 21,373 Inventories, net 26,222 18,430 Assets held for sale 1,841 — Prepaid expenses and other current assets 2,313 2,251 Total current assets 89,366 75,778 Non-current inventories, net 18,031 24,888 Rental equipment, net 14,186 21,587 Property, plant and equipment, net 21,083 24,048 Non-current trade accounts and note receivable, net 6,375 — Operating right-of-use assets 464 714 Goodwill 736 736 Other intangible assets, net 1,649 4,805 Other non-current assets 304 486 Total assets $ 152,194 $ 153,042 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable trade $ 8,003 $ 6,659 Operating lease liabilities 173 257 Other current liabilities 9,021 12,882 Total current liabilities 17,197 19,798 Non-current operating lease liabilities 339 512 Deferred tax liabilities, net 34 16 Total liabilities 17,570 20,326 Commitments and contingencies (See Note 18) Stockholders’ equity: Preferred stock, 1,000,000 shares authorized, no shares issued and outstanding — — Common stock, $ .01 par value, 20,000,000 shares authorized, 14,206,082 and 14,030,481 shares issued, respectively; and 12,709,381 and 13,188,489 shares outstanding, respectively 142 140 Additional paid-in capital 97,342 96,040 Retained earnings 55,282 61,860 Accumulated other comprehensive loss ( 4,257 ) ( 17,824 ) Treasury stock, at cost, 1,496,701 shares and 841,992 shares, respectively ( 13,885 ) ( 7,500 ) Total stockholders’ equity 134,624 132,716 Total liabilities and stockholders’ equity $ 152,194 $ 153,042 The accompanying notes are an integral part of the consolidated financial statements. F-4 Geospace Technologies Corporation and Subsidiaries Consolidated Statements of Operations (In thousands, except share and per share amounts) YEAR ENDED SEPTEMBER 30, 2024 2023 Revenue: Products $ 116,036 $ 73,333 Rental equipment 19,562 51,176 Total revenue 135,598 124,509 Cost of revenue: Products 69,318 55,136 Rental equipment 13,707 17,683 Total cost of revenue 83,025 72,819 Gross profit 52,573 51,690 Operating expenses: Selling, general and administrative 26,554 25,952 Research and development 16,251 15,863 Other intangible asset impairment 2,761 — Provision for (recovery of) credit losses ( 110 ) ( 138 ) Total operating expenses 45,456 41,677 Gain on disposal of property — 1,315 Income from operations 7,117 11,328 Other income (expense): Loss on sale of subsidiary ( 14,539 ) — Interest expense ( 187 ) ( 134 ) Interest income 1,558 539 Foreign currency transaction gains (losses), net ( 270 ) 994 Other, net ( 143 ) ( 158 ) Total other income (expense), net ( 13,581 ) 1,241 Income (loss) before income taxes ( 6,464 ) 12,569 Income tax expense 114 363 Net income (loss) $ ( 6,578 ) $ 12,206 Income (loss) per common share: Basic $ ( 0.50 ) $ 0.93 Diluted $ ( 0.50 ) $ 0.92 Weighted average common shares outstanding: Basic 13,151,600 13,146,085 Diluted 13,151,600 13,215,066 The accompanying notes are an integral part of the consolidated financial statements. F-5 Geospace Technologies Corporation and Subsidiaries Consolidated Statements of Comprehensive Income (In thousands) YEAR ENDED SEPTEMBER 30, 2024 2023 Net income (loss) $ ( 6,578 ) $ 12,206 Other comprehensive income (loss): Recognition of cumulative translation adjustments due to sale of foreign entity 13,083 — Foreign currency translation adjustments 417 ( 2,515 ) Change in unrealized gains on available-for-sale securities, net of tax 67 4 Total other comprehensive income (loss), net 13,567 ( 2,511 ) Total comprehensive income $ 6,989 $ 9,695 The accompanying notes are an integral part of the consolidated financial statements. F-6 Geospace Technologies Corporation and Subsidiaries Consolidated Statements of Stockholders ’ Equity For the years ended September 30, 2024 and 2023 (In thousands, except share amounts) Common Stock Accumulated Shares Amount Additional Paid-In Capital Retained Earnings Other Comprehensive Loss Treasury Stock Total Balance at October 1, 2022 13,021,241 $ 139 $ 94,667 $ 49,654 $ ( 15,313 ) $ ( 7,500 ) $ 121,647 Net income — — — 12,206 — — 12,206 Other comprehensive loss — — — — ( 2,511 ) — ( 2,511 ) Issuance of common stock pursuant to the vesting of restricted stock units 167,248 1 ( 1 ) — — — — Stock-based compensation — — 1,374 — — — 1,374 Balance at September 30, 2023 13,188,489 140 96,040 61,860 ( 17,824 ) ( 7,500 ) 132,716 Net loss — — — ( 6,578 ) — — ( 6,578 ) Other comprehensive income — — — — 13,567 — 13,567 Issuance of common stock pursuant to the vesting of restricted stock units 175,601 2 ( 2 ) — — — — Purchase of treasury stock ( 654,709 ) — — — — ( 6,385 ) ( 6,385 ) Stock-based compensation — — 1,304 — — — 1,304 Balance at September 30, 2024 12,709,381 $ 142 $ 97,342 $ 55,282 $ ( 4,257 ) $ ( 13,885 ) $ 134,624 The accompanying notes are an integral part of the consolidated financial statements. F-7 Geospace Technologies Corporation and Subsidiaries Consolidated Statements of Cash Flows (In thousands) YEAR ENDED SEPTEMBER 30, 2024 2023 Cash flows from operating activities: Net income (loss) $ ( 6,578 ) $ 12,206 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Deferred income tax expense 18 3 Rental equipment depreciation 10,859 11,766 Property, plant and equipment depreciation 3,512 3,704 Amortization of intangible assets 395 768 Intangible assets impairment expense 2,761 — Accretion of discounts on short-term investments ( 566 ) ( 144 ) Stock-based compensation expense 1,304 1,374 Provision for (recovery of) credit losses ( 110 ) ( 138 ) Inventory obsolescence expense 589 2,229 Loss on sale of subsidiary 14,539 — Realized foreign currency translation gain from dissolution of foreign subsidiary — 38 Gross profit from sale of rental equipment ( 30,998 ) ( 4,424 ) Loss on disposal of equipment 16 244 Gain on disposal of property — ( 1,315 ) Effects of changes in operating assets and liabilities: Trade accounts and notes receivable 6,593 ( 5,561 ) Inventories ( 10,985 ) ( 11,026 ) Other assets ( 199 ) 442 Accounts payable trade 2,746 41 Other liabilities ( 2,979 ) 5,351 Net cash provided by (used in) operating activities ( 9,083 ) 15,558 Cash flows from investing activities: Purchase of property, plant and equipment ( 3,857 ) ( 3,964 ) Investment in rental equipment ( 8,321 ) ( 9,920 ) Proceeds from the sale of property, plant and equipment 9 4,406 Proceeds from the sale of rental equipment 31,964 11,478 Purchase of short-term investments ( 32,078 ) ( 24,782 ) Proceeds from the sale of short-term investments 17,338 10,900 Cash disposed from sale of subsidiary ( 1,231 ) — Net cash provided by (used in) investing activities 3,824 ( 11,882 ) Cash flows from financing activities: Payments of contingent consideration — ( 175 ) Debt issuance costs — ( 350 ) Purchase of treasury stock ( 6,385 ) — Net cash used in financing activities ( 6,385 ) ( 525 ) Effect of exchange rate changes on cash ( 264 ) ( 457 ) Increase (decrease) in cash and cash equivalents ( 11,908 ) 2,694 Cash and cash equivalents, beginning of fiscal year 18,803 16,109 Cash and cash equivalents, end of fiscal year $ 6,895 $ 18,803 The accompanying notes are an integral part of the consolidated financial statements. F-8 Geospace Technologies Corporation and Subsidiaries Notes to Consolidated Financial Statements 1. Summary of Significant Accounting Policies: The Company Geospace Technologies Corporation (“Geospace”) designs and manufactures instruments and equipment used by the oil and gas industry to acquire seismic data in order to locate, characterize and monitor hydrocarbon producing reservoirs. Geospace also designs and manufactures Adjacent Markets products including industrial products, imaging equipment, and provides contract manufacturing services, and Emerging Market products consisting of border and perimeter security products. Geospace and its subsidiaries are referred to collectively as the “Company”. Basis of Presentation The accompanying financial statements present the consolidated financial position, results of operations and cash flows of the Company in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). All significant intercompany balances and transactions have been eliminated. Use of Estimates The preparation of financial statements in conformity with U.S. 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, credit loss, 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 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 September 30, 2024 , cash and cash equivalents included $ 1.1 million held by the Company’s foreign subsidiaries and branch offices. Concentrations of Risk Credit The Company maintains its cash in bank deposit accounts that, at times, exceed federally insured limits. Management of the Company believes that the financial strength of the financial institutions holding such deposits minimizes the credit risk of such deposits. The Company sells products to customers throughout the United States and various foreign countries. The Company’s normal credit terms for trade receivables are 30 days. In certain situations, credit terms may be extended to 60 days or longer. The Company performs ongoing credit evaluations of its customers and generally does not require collateral for its trade receivables. Additionally, the Company provides long-term financing in the form of promissory notes and sales-type leases when competitive conditions require such financing. In such cases, the Company may require collateral. Allowances are recognized for immediately for expected credit losses. The Company determines the allowance for credit losses through a review of several factors, including historical collection experience, customer credit worthiness, current aging of customer accounts and current financial conditions of its customers. Receivables are charged off against the allowance whenever it is probable that the balance will not be recoverable. Two customers each comprised 27.4 % and 16.0 % of the Company’s revenue during fiscal year 2024 . At September 30, 2024 , the Company had trade accounts and notes receivable from these customers of $ 4.1 million and $ 9.5 million, respectively. Two customers each comprised 26.7 % and 11.7 % of the Company’s revenue during fiscal year 2023 . At September 30, 2023 , the Company had trade accounts and notes receivable from these customers of $ 3.5 million and $ 4.8 million, respectively. F- 9 Geospace Technologies Corporation and Subsidiaries Notes to Consolidated Financial Statements—(Continued) Supplier Certain models of the Company’s oil and gas marine wireless products require a timing device it purchases from a United States of America manufacturer. The Company currently does not possess the ability to manufacture this component and has no other reliable source for this device. If this manufacturer were to discontinue its production of this timing device, were to become unwilling to contract with the Company on competitive terms or were unable to supply the component in sufficient quantities to meet its requirements, the Company’s ability to compete in the marine wireless marketplace could be impaired, which could adversely affect its financial performance. The device is used in certain models of the Company’s rental equipment. The Company had no product sales in fiscal year 2024 requiring this device. Product sales requiring this device in fiscal year 2023 represented approximately 4 % of the Company's revenue. The Company purchases all of its thermal film from one manufacturer for its imaging products. Except for the film sold to the Company by this manufacturer, the Company knows of no other source for thermal film that performs as well in its imaging equipment. If the manufacturer were to discontinue producing thermal film, were to become unwilling to contract with the Company on competitive terms or were unable to supply thermal film in sufficient quantities to meet its requirements, the Company’s ability to compete in the direct thermal imaging marketplace could be impaired, which could adversely affect its financial performance. Thermal film sales represented approximately 5 % of the Company’s revenue in each of fiscal years 2024 and 2023 . 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. The Company adopted this standard on October 1, 2023. The adoption of this standard did not have any material impact on its consolidated financial statements. Short-term Investments The Company classifies its short-term investments as available-for-sale debt securities which have maturities of less than one year. These 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. Credit losses are recorded as an allowance rather than a reduction of the amortized cost basis for debt securities determined to be impaired for which there is neither an intent nor a more-likely-than- not requirement to sell. Reversals of credit losses are recorded in current period income as they occur. Inventories The Company records a write-down of its inventories when the cost basis of any manufactured product, including any estimated future costs to complete the manufacturing process, exceeds its net realizable value. Inventories are stated at the lower of cost or net realizable value. Cost is determined on the first -in, first -out method, except that certain of the Company’s foreign subsidiaries use an average cost method to value their inventories. The Company periodically reviews the composition of its inventories to determine if market demand, product modifications, technology changes, excessive quantities on-hand and other factors hinder our ability to recover its investment in such inventories. The Company’s assessment is based upon historical product demand, estimated future product demand and various other judgments and estimates. Inventory obsolescence reserves are recorded when such assessments reveal that portions or components of the Company’s inventory investment will not be realized in its operating activities. The Company reviews it inventories for classification purposes. The value of inventories not expected to be realized in cash, sold or consumed during its next operating cycle are classified as non-current assets. F- 10 Geospace Technologies Corporation and Subsidiaries Notes to Consolidated Financial Statements—(Continued) Property, Plant and Equipment and Rental Equipment Property, plant and equipment and rental equipment are stated at cost. Depreciation expense is calculated using the straight-line method over the following estimated useful lives: Years Rental equipment 2 - 5 Property, plant and equipment: Machinery and equipment 3 - 15 Buildings and building improvements 10 - 50 Other 5 - 10 Expenditures for renewals and betterments are capitalized. Repairs and maintenance expenditures are charged to expense as incurred. The cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts and any gain or loss thereon is reflected in the statements of operations. Impairment of Long-lived Assets The Company’s long-lived assets are reviewed for impairment whenever an event or change in circumstances indicates the carrying amount of an asset or group of assets may not be recoverable. The impairment review, if necessary, includes a comparison of 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. At September 30, 2024 , in light of the Company's historical losses and continued delays in obtaining additional contracts from the U.S. Customs and Border Protection and other customers on its Emerging Markets segment, the Company performed a recoverability assessment on the long-lived assets of its Emerging Markets asset group in which its carrying value was compared to estimated undiscounted cash flows over the remaining useful life of the asset group's primary asset, its developed technology. The carrying value of the asset group was in excess of the estimated undiscounted future cash flows. Accordingly, a fair value analysis was performed. Based on the assessment, the Company determined the fair value of the asset was less than its carrying value. The Company used an excess earnings approach to value the asset. Key assumptions used in the analysis include revenue, gross margin and cash flow projections. As a result of the assessment, the Company recorded an impairment charge of $ 2.8 million on this asset group, which impaired its developed technology intangible asset in its entirety. Goodwill The Company conducts its evaluation of goodwill at the reporting unit level on an annual basis as of September 30 and more frequently if events or circumstances indicate that the carrying value of a reporting unit exceeds its fair value. The Company first assesses qualitative factors to determine if the fair value of a reporting unit exceeds its carrying amount. If, based on the qualitative assessment of events or circumstances, the Company determines it is more likely than not that the fair value of a reporting unit is more than its carrying amount then it does not perform a quantitative assessment. However, if the Company concludes otherwise, then a it performs a quantitative assessment. If, based on the quantitative assessment, the Company determines that the fair value of a reporting unit is less that its carrying amount, a goodwill impairment is recognized 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. F- 11 Geospace Technologies Corporation and Subsidiaries Notes to Consolidated Financial Statements—(Continued) Other Intangible Assets Intangible assets are carried at cost, net of accumulated amortization. The estimated useful life of the Company’s other intangible assets are evaluated each reporting period to determine whether events or circumstances warrant a revision to the remaining amortization period. If the estimate of an intangible asset’s remaining useful life is changed, the amortization period should be changed prospectively. Amortization expense is calculated using the straight-line method over the following estimated useful lives: Years Developed technology 18 Trade names 5 Customer relationships 4 Non-compete agreements 4 Revenue Recognition See Note 2 to these consolidated financial statements. Research and Development Costs The Company expenses research and development costs as incurred. Research and development costs include salaries, employee benefit costs, department supplies, direct project costs and other related costs. Product Warranties Most of the Company’s products do not require installation assistance or sophisticated instructions. The Company offers a standard product warranty obligating it to repair or replace equipment with manufacturing defects. The Company maintains a reserve for future warranty costs based on historical experience or, in the absence of historical product experience, management’s estimates. Reserves for future warranty costs are included within other current liabilities on the consolidated balance sheets. Changes in the product warranty reserve are reflected in the following table (in thousands): Balance at October 1, 2022 $ 524 Accruals for warranties issued during the year 1,655 Settlements made (in cash or in kind) during the year ( 1,521 ) Balance at September 30, 2023 658 Accruals for warranties issued during the year 2,331 Settlements made (in cash or in kind) during the year ( 1,738 ) Balance at September 30, 2024 $ 1,251 Stock-Based Compensation The Company accounts for stock-based compensation, including grants of restricted awards and unqualified stock options in accordance with Accounting Standards Codification Topic 718, which requires that all share-based payments (to the extent that they are compensatory) be recognized as an expense in the Company’s consolidated statements of operations based on their fair values on the award date and the estimated number of shares it ultimately expects to vest. The Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period of the award. The Company’s stock-based compensation plan and awards are more fully described in Note 15 to these consolidated financial statements. F- 12 Geospace Technologies Corporation and Subsidiaries Notes to Consolidated Financial Statements—(Continued) Foreign Currency Gains and Losses The assets and liabilities of the Company’s foreign subsidiaries and branch offices that have a foreign currency as their functional currency have been translated into U.S. dollars using the exchange rates in effect at the balance sheet date. Results of operations have been translated using the average exchange rates during the year. Resulting translation adjustments have been recorded as a component of accumulated other comprehensive loss in stockholders’ equity. Foreign currency transaction gains and losses are included in the statements of operations as they occur. Transaction gains and losses on intra-entity foreign currency transactions and balances, including advances and demand notes payable on which settlement is not planned or anticipated in the foreseeable future, are recorded in “accumulated other comprehensive loss” on our consolidated balance sheets. Fair Value Fair value is the price that would be received to sell an asset or the amount paid to transfer a liability in an orderly transaction between market participants (an exit price) at the measurement date. U.S. GAAP has established a fair value hierarchy which prioritizes the inputs to the valuation techniques used to measure fair value into three levels. These levels are determined based on the lowest level input that is significant to the fair value measurement. Level 1 represents unadjusted quoted prices in active markets for identical assets and liabilities. Level 2 represents quoted prices for similar assets and liabilities in active markets (other than those included in Level 1 ) which are observable, either directly or indirectly. Level 3 represents valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Also see Note 5 to these consolidated financial statements. Income Taxes Income taxes are presented in accordance with the Accounting Standards Codification Topic 740 (“Topic 740” ) guidance for accounting for income taxes. The estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the accompanying consolidated balance sheets, as well as operating loss and tax credit carrybacks and carryforwards are recorded. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax basis of assets and liabilities (temporary differences) and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company periodically reviews the recoverability of tax assets recorded on the balance sheet and provides valuation allowances if it is more likely than not that such assets will not be realized. The Company follows the guidance of Topic 740 to analyze all tax positions that are less than certain. Topic 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In accordance with Topic 740, the Company recognizes in its financial statements the impact of a tax position if that position is “more likely than not” to be sustained on audit, based on the technical merits of the position. The Company’s estimate of the potential outcome of any uncertain tax issue is subject to management’s assessment of relevant risks, facts, and circumstances existing at that time. The Company classifies interest and penalties associated with the payment of income taxes, if any, in the Other Income (Expense) section of its consolidated statements of operations. Recently Adopted 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. The Company adopted this standard on October 1, 2023. The adoption of this standard did not have any material impact on its consolidated financial statements. Recently Issued Accounting Pronouncements In November 2023, the FASB issued guidance which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance shall be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the provisions of this guidance and the impact on its consolidated financial statements. In December 2023, the FASB issued guidance regarding improvements in income tax disclosure which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. The guidance will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. The Company will adopt this guidance in its fourth quarter of fiscal year 2026. The guidance allows for adoption using either a prospective or retrospective transition method. The adoption of this guidance is not expected to have any material impact on its consolidation financial statements. F- 13 Geospace Technologies Corporation and Subsidiaries Notes to Consolidated Financial Statements—(Continued) 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. The Company incurred shipping and handling expenses of $ 0.3 million and $ 0.5 million, respectively, for the fiscal years ended September 30, 2024 and 2023 , respectively. At September 30, 2024 , the Company had no deferred contract liabilities and no deferred contract costs. At September 30, 2023, the Company had deferred contract liabilities of $ 0.7 million and no deferred contract cost. At October 1, 2022, the Company had no deferred contract liabilities and no deferred contract costs. At October 1, 2022, the Company had accounts receivable from contracts with customers of $ 13.2 million. For the fiscal year ended September 30, 2024 , revenue of $ 0.7 million was recognized from deferred contract liabilities. For the fiscal year ended September 30, 2023 , no revenue was recognized from deferred contract liabilities and no cost of revenue was recognized from deferred contract costs. At September 30, 2024 , all contracts had an original duration of one year or less. For the fiscal years ended September 30, 2024 and 2023 , revenue recognized from contracts with customers satisfied over-time was $ 1.3 million and $ 0.2 million, respectively. All other revenue from contracts with customers was recognized at a point-in-time. Revenue satisfied over-time for the fiscal years ended September 30, 2024 and 2023 over-time was from the Company's Emerging Markets operating segment. F- 14 Geospace Technologies Corporation and Subsidiaries Notes to Consolidated Financial Statements—(Continued) For each of the Company’s operating segments, the following table presents revenue only from the sale of products and the performance of services under contracts with customers (in thousands). Therefore, the table excludes all revenue earned from rental contracts. YEAR ENDED SEPTEMBER 30, 2024 2023 Oil and Gas Markets Traditional exploration product revenue $ 9,666 $ 12,081 Wireless exploration product revenue 48,094 10,168 Reservoir product revenue 596 962 Total revenue 58,356 23,211 Adjacent Markets Industrial product revenue 43,058 36,859 Imaging product revenue 12,400 12,029 Total revenue 55,458 48,888 Emerging Markets Revenue 2,222 1,234 Total $ 116,036 $ 73,333 See Note 20 for more information on the Company’s operating segments. For each of the geographic areas where the Company operates, the following table presents revenue from the sale of products and performance of services under contracts with customers (in thousands). Therefore, the table excludes all revenue earned from rental contracts. YEAR ENDED SEPTEMBER 30, 2024 2023 Asia (including Russian Federation) $ 43,831 $ 13,006 Canada 1,578 1,032 Europe 6,430 5,976 Mexico 1,959 1,792 South America 384 448 United States 61,009 49,828 Other 845 1,251 $ 116,036 $ 73,333 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. F- 15 Geospace Technologies Corporation and Subsidiaries Notes to Consolidated Financial Statements—(Continued) 3. Sale of Subsidiary On August 30, 2024, the Company sold its oil and gas product manufacturing operations based in the Russian Federation. The sale was consummated pursuant to a stock purchase agreement between the Company and a group of former employees based in the Russian Federation ("the Buyer"). Consideration to the Company consists of a $ 1.0 million cash payment due from the buyer within 90 days of the sale and a $ 3.5 million promissory note. The note is for a 10 -year term and bears interest at 5 % per annum. Principal and interest installments of $ 37,000 are due monthly. The Company recorded a loss on sale in connection with the transaction of $ 14.5 million, of which $ 13.1 million was related to the impact of cumulative foreign currency translation losses previously included in accumulated comprehensive loss. Based on a fair value analysis performed on the promissory note as of the sale date, the Company recorded a $ 0.9 million discount to fair value on the note receivable. The note receivable is included as components of current and non-current trade accounts and notes receivable, net, on the consolidated balance sheet as of September 30, 2024. The sale did not have a material effect on the Company's consolidated net assets and is not expected to have a material effect on the Company's future revenue, profits or losses. Also see Note 5. The Company has determined that the Buyer's legal entity is a variable interest entity ("VIE") due to the nature of the financing for the transaction. A VIE is an entity in which equity investors lack the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. VIEs are consolidated by the primary beneficiary, which is the party who has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. The Company determines whether it is the primary beneficiary of a VIE upon initial involvement with a VIE and reassesses whether it is the primary beneficiary of a VIE on an ongoing basis. The determination of whether an entity is a VIE and whether it is primary beneficiary of a VIE is based upon the facts and circumstances for the VIE and requires significant judgments such as whether the entity's interest in a VIE is a variable interest, whether it controls the activities that most significantly impact the economic performance of the VIE, and whether it has the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the VIE. A VIE is consolidated if management determines it is the primary beneficiary of the VIE. While the debt represents a direct obligation to absorb significant losses of the VIE, the debt does not establish the right and power to direct activities that most significantly impact the economic performance of the entity. The Company retained no equity or voting interest, has no employees that are directors or advisors of the new ownership group, and has no direct influence on the day-to-day decisions in operations or affect the VIE's ability to generate profits or losses. As such, the Company has determined it is not the primary beneficiary of the VIE. The Company's maximum exposure to loss at September 30, 2024 due to its involvement with the VIE is the carrying value of our account and note receivable from the sale of our former subsidiary, which is $ 3.6 million. 4. Short-term Investments The Company classifies its short-term investments as available-for-sale debt securities. These 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. The Company’s short-term investments were composed of the following (in thousands): AS OF SEPTEMBER 30, 2024 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Short-term investments: Corporate bonds $ 21,814 $ 35 $ — $ 21,849 U.S. treasury securities and securities of U.S. government-sponsored agency 8,356 22 — 8,378 Total $ 30,170 $ 57 $ — $ 30,227 AS OF SEPTEMBER 30, 2023 Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Short-term investments: Corporate bonds $ 11,310 $ — $ ( 15 ) $ 11,295 U.S. treasury securities and securities of U.S. government-sponsored agency 3,622 4 — 3,626 Total $ 14,932 $ 4 $ ( 15 ) $ 14,921 At September 30, 2024 and 2023 , accrued interest receivable related to these investments of $ 0.3 million and $ 0.1 million, respectively, are included as a component of prepaid expenses and other current assets. The Company has no debt securities in a material unrealized loss position at September 30, 2024 and 2023 and does not believe the unrealized losses associated with these debt securities represent credit losses based on the evaluation of evidence, which includes an assessment of whether it is more likely than not it will be required to sell or intend to sell the investment before recovery of the investments amortized cost basis. No gains or losses were realized from the sale of short-term investments for the fiscal years ended September 30, 2024 and 2023 . The Company’s short-term investments have contractual maturities ranging from October 2024 to September 2025. F- 16 Geospace Technologies Corporation and Subsidiaries Notes to Consolidated Financial Statements—(Continued) 5. Fair Value of Financial Instruments The Company’s financial instruments generally include cash and cash equivalents, short-term investments, trade accounts, 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 approximate fair value on the respective balance sheet dates. The Company measures its short-term investments at fair value on a recurring basis. The following tables present the fair value of the Company’s short-term investments and note receivable on sale of subsidiary by valuation hierarchy and input (in thousands): AS OF SEPTEMBER 30, 2024 (Level 1) (Level 2) (Level 3) Totals Recurring: Short-term investments . Corporate bonds $ — $ 21,849 $ — $ 21,849 U.S. treasury securities and securities of U.S. government-sponsored agency — 8,378 — 8,378 Total recurring $ — $ 30,227 $ — $ 30,227 Nonrecurring: Note receivable on sale of subsidiary $ — $ — $ 2,600 $ 2,600 AS OF SEPTEMBER 30, 2023 (Level 1) (Level 2) (Level 3) Totals Short-term investments: Corporate bonds $ — $ 11,295 $ — $ 11,295 U.S. treasury securities and securities of U.S. government-sponsored agency — 3,626 — 3,626 Total $ — $ 14,921 $ — $ 14,921 Assets and Liabilities Measured on a Nonrecurring Basis The Company performed a fair value analysis of the $ 3.5 million promissory note obtained in connection with its subsidiary sale as of the August 2024 transaction date. The measurements utilized to determine the implied fair value of the note receivable obtained represented significant unobservable inputs (Level 3 ). The derivation of discount rate utilized in the analysis was based on comparable market yields. Based on the analysis, the Company recorded a $ 0.9 million discount to fair value on this note receivable. Also see Note 3 to these consolidated financial statements. The measurements utilized to determine the implied fair value of the Company's Emerging Markets asset group as of September 30, 2024 represented significant unobservable inputs (Level 3 ). The Company determined the fair value of this asset group to be approximately zero. See Note 11 for more information. F- 17 Geospace Technologies Corporation and Subsidiaries Notes to Consolidated Financial Statements—(Continued) 6. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss consisted of the following (in thousands): Unrealized Losses on Available-for-Sale Securities Foreign Currency Translation Adjustments Total Balance at October 1, 2022 $ ( 15 ) $ ( 15,298 ) $ ( 15,313 ) Other comprehensive income (loss) 4 ( 2,515 ) ( 2,511 ) Balance at September 30, 2023 $ ( 11 ) ( 17,813 ) ( 17,824 ) Other comprehensive income 67 13,500 13,567 Balance at September 30, 2024 $ 56 $ ( 4,313 ) $ ( 4,257 ) 7. Trade Accounts and Notes Receivable Trade accounts receivable, net (excluding notes receivable) are reflected in the following table (in thousands): AS OF SEPTEMBER 30, 2024 2023 Trade accounts receivable $ 16,151 $ 20,282 Allowance for credit losses ( 4 ) ( 125 ) Total 16,147 20,157 Less current portion ( 14,637 ) ( 20,157 ) Non-current trade accounts receivable $ 1,510 $ — Allowances for credit losses related to trade accounts receivable are reflected in the following table (in thousands): AS OF SEPTEMBER 30, 2024 2023 Allowance for credit losses: Beginning of period 125 591 Provision for credit losses 65 428 Recoveries ( 175 ) ( 566 ) Write-offs ( 11 ) ( 303 ) Currency translation — ( 25 ) End of period $ 4 $ 125 Trade accounts receivable at September 30, 2024 , included $ 1.5 million classified as non-current, which is due in December 2025. 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): AS OF SEPTEMBER 30, 2024 2023 Notes receivable $ 12,996 $ 1,216 Discount to fair value ( 900 ) — 12,096 1,216 Less current portion ( 7,231 ) ( 1,216 ) Non-current notes receivable $ 4,865 $ — F- 18 Geospace Technologies Corporation and Subsidiaries Notes to Consolidated Financial Statements—(Continued) In August 2024, the Company entered into a $ 9.4 million promissory note with a customer related to a product sale. The note bears interest at 9.5 % per annum and matures in December 2025. Principal and interest installments of $ 0.9 million are due monthly beginning in January 2025. The note is collateralized by the product sold. In August 2024, the Company entered into a $ 3.5 million promissory note with the buyer of its Russian subsidiary. The note is bears interest at 5 % per annum and is for a 10 -year term. Principal and interest installments of $ 37,000 are due monthly beginning in November 2024. Based on a fair value analysis performed at the date of sale, a discount to fair value of $ 0.9 million was placed on the note. Interest income on the amortization of the discount will recognized under the effective interest method. Credit quality indicators used for the non-current portion of trade accounts and notes receivable consisted of historical collection experience, internal credit risk grades and collateral. The Company determines the allowance for credit losses through a review of several factors, including historical collection experience, customer credit worthiness, current aging of customer accounts and current financial conditions of its customers. 8. Inventories Inventories consisted of the following (in thousands): AS OF SEPTEMBER 30, 2024 2023 Finished goods $ 18,099 $ 18,555 Work in process 3,626 11,992 Raw materials 30,941 26,832 Obsolescence reserve (net realizable value adjustment) ( 8,413 ) ( 14,061 ) 44,253 43,318 Less current portion 26,222 18,430 Non-current portion $ 18,031 $ 24,888 Inventory obsolescence expense totaled $ 0.6 million and $ 2.2 million during fiscal years 2024 and 2023 , respectively. Raw materials include semi-finished goods and component parts that totaled approximately $ 8.6 million and $ 10.6 million at September 30, 2024 and 2023 , respectively. 9. 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 liabilities and recognized in the period in which the obligation for those payments is incurred. As of September 30, 2024 , the Company has two operating right-of use assets related to leased facilities in Austin, Texas and Melbourne, Florida. F- 19 Geospace Technologies Corporation and Subsidiaries Notes to Consolidated Financial Statements—(Continued) Maturities of the operating lease liabilities as of September 30, 2024 were as follows (in thousands): For fiscal years ending September 30, 2025 186 2026 130 2027 134 2028 93 Future minimum lease payments $ 543 Less interest ( 31 ) Present value of minimum lease payments $ 512 Less current portion ( 173 ) Long-term portion $ 339 Lease costs recognized in the consolidated statements of operations for the fiscal years ended September 30, 2024 and 2023 is as follows (in thousands): YEAR ENDED SEPTEMBER 30, 2024 2023 Right-of-use operating lease costs $ 271 $ 272 Short-term lease costs 123 220 Total $ 394 $ 492 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): YEAR ENDED SEPTEMBER 30, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 278 $ 270 Weighted average remaining lease term 3.4 years 3.9 years 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 lease inception. 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, with the Company acting 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 system. 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 to limit rental revenue recognized to the cash collections received. As of September 30, 2024 , the Company’s trade accounts receivables included lease receivables of $ 1.0 million. F- 20 Geospace Technologies Corporation and Subsidiaries Notes to Consolidated Financial Statements—(Continued) Rental revenue related to leased equipment for fiscal years 2024 and 2023 was $ 19.3 million and $ 51.0 million, respectively. Future minimum lease obligations due from the Company's leasing customers as of September 30, 2024 were $ 15.2 million, the majority of which is due within the next 12 months. Rental equipment consisted of the following (in thousands): AS OF SEPTEMBER 30, 2024 2023 Rental equipment, primarily wireless recording equipment $ 63,111 $ 82,926 Accumulated depreciation and impairment ( 48,925 ) ( 61,339 ) $ 14,186 $ 21,587 Rental equipment depreciation expense was $ 10.8 million and $ 11.8 million in fiscal years 2024 and 2023 , respectively. 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 Bogotá, 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 properties was $ 0.3 million and $ 0.2 million in fiscal years 2024 and 2023 , respectively. Future minimum lease payments due to the Company as of September 30, 2024 were as follows (in thousands): For fiscal years ending September 30, 2025 131 2026 132 2027 11 $ 274 10. Property, Plant and Equipment At September 30, 2024 , the Company’s property located adjacent to its main campus at 7007 Pinemont Drive in Houston, Texas was classified as assets held for sale on the consolidated balance sheet. The 17.3 -acre property serves as additional parking for the main campus and contains legacy structures used to support the Company's manufacturing and warehousing operations. The carrying value of the property was $ 1.8 million at September 30, 2024 . The Company believes the fair market value of the property exceeds its carrying value. In February 2023, the Company sold 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. Property, plant and equipment consisted of the following (in thousands): AS OF SEPTEMBER 30, 2024 2023 Land and land improvements $ 4,869 $ 7,069 Building and building improvements 21,312 21,931 Machinery and equipment 49,860 48,877 Furniture and fixtures 1,470 1,487 Tools and molds 3,628 3,287 Construction in progress 392 3,343 Transportation equipment 75 74 81,606 86,068 Accumulated depreciation and impairment ( 60,523 ) ( 62,020 ) $ 21,083 $ 24,048 Property, plant and equipment depreciation expense was $ 3.5 million and $ 3.7 million for the fiscal years ended September 30, 2024 and 2023 . F- 21 Geospace Technologies Corporation and Subsidiaries Notes to Consolidated Financial Statements—(Continued) 11. Goodwill and Other Intangible Assets At September 30, 2024 , the Company had goodwill of $ 0.7 million and other intangible assets, net of $ 0.5 million attributable to its Adjacent Markets reporting unit and other intangible assets, net of $ 1.2 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. At September 30, 2024 , in light of the Company's historical losses and continued delays in obtaining additional contracts from the U.S. Customs and Border Protection and other customers on its Emerging Markets segment, the Company performed a recoverability assessment on the long-lived assets of its Emerging Markets asset group in which its carrying value was compared to estimated undiscounted cash flows over the remaining useful life of the asset group's primary asset, its developed technology. Accordingly, a fair value analysis was performed. Based on the assessment, the Company determined the fair value of the asset was less than its carrying value. The Company used an excess earnings approach to value the asset. Key assumptions used in the analysis include revenue, gross margin and cash flow projections. As a result of the assessment, the Company recorded an impairment charge of $ 2.8 million on this asset group, which impaired its intangible assets in their entirety. Also see Note 1 to these consolidated financial statements. The Company’s consolidated goodwill and other intangible assets consisted of the following (in thousands): Weighted-Average Remaining Useful Lives (in years) AS OF SEPTEMBER 30, 2024 2023 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 4.5 $ 2,275 $ 6,475 Customer relationships — 3,900 3,900 Trade names 0.1 2,022 2,022 Non-compete agreements 0.1 186 186 Total other intangible assets 2.3 8,383 12,583 Accumulated amortization ( 6,734 ) ( 7,778 ) $ 1,649 $ 4,805 Other intangible assets amortization expense for fiscal years 2024 and 2023 was $ 0.4 million and $ 0.8 million, respectively. F- 22 Geospace Technologies Corporation and Subsidiaries Notes to Consolidated Financial Statements—(Continued) As of September 30, 2024 , fiscal year future estimated amortization expense of other intangible assets is as follows (in thousands): 2025 148 2026 140 2027 126 2028 126 2029 126 Thereafter 983 $ 1,649 12. Long-Term Debt The Company had no long-term debt outstanding at September 30, 2024 or 2023 . 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 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. The Agreement expires in July 2025. At September 30, 2024 , the Company's borrowing availability under the Agreement was $ 14.9 million after consideration of a $ 0.1 million outstanding letter of credit. At September 30, 2024 , the Company was in compliance with all covenants under the Agreement. Debt issuance costs of $ 0.4 million were incurred in connection with the Agreement in fiscal year 2023. These costs were capitalized in other non-current assets on the consolidated balance sheet and are being amortized to interest expense over the term of the Agreement. 13. Other Current Liabilities Other current liabilities consisted of the following (in thousands): AS OF SEPTEMBER 30, 2024 2023 Deferred revenue $ 1,427 $ 4,368 Employee bonuses 1,050 1,665 Compensated absences 1,821 1,746 Payroll 426 940 Property and sales taxes 1,062 974 Legal and professional fees 355 616 Medical claims 538 641 Agent commissions 329 211 Product warranty 1,251 658 Income taxes 17 117 Other 745 946 $ 9,021 $ 12,882 The Company is self-insured for certain losses related to employee medical claims. The Company has purchased stop-loss coverage for individual claims in excess of $ 0.2 million per claimant per year in order to limit its exposure to any significant levels of employee medical claims. Self-insured losses are accrued based on the Company’s historical experience and on estimates of aggregate liability for uninsured claims incurred using certain actuarial assumptions followed in the insurance industry. 14. Employee Benefits The Company’s United States employees are participants in the Geospace Technologies Corporation’s Employee’s 401 (k) Retirement Plan (the “Plan”), which covers substantially all eligible employees in the United States. The Plan is a qualified salary reduction plan in which all eligible participants may elect to have a percentage of their compensation contributed to the Plan, subject to certain guidelines issued by the Internal Revenue Service. The Company’s share of discretionary matching contributions was $ 1.1 million and $ 1.3 million in fiscal years 2024 and 2023 , respectively. F- 23 Geospace Technologies Corporation and Subsidiaries Notes to Consolidated Financial Statements—(Continued) The Company’s stock incentive plans in which key employees may participate are discussed in Note 15 to these consolidated financial statements. 15. Stockholders ’ Equity In February 2014, the board of directors and stockholders approved the 2014 Long Term Incentive Plan, as amended (the “2014 Plan”). Under the 2014 Plan, an aggregate of 3,000,000 shares of common stock may be issued. The Company is authorized to issue nonqualified and incentive stock options to purchase common stock, restricted stock awards (“RSAs”) and restricted stock units (“RSUs”) to key employees, directors and consultants under the 2014 Plan. Options have a term not to exceed ten years, with the exception of incentive stock options granted to employees owning ten percent or more of the outstanding shares of common stock, which have a term not to exceed five years. The exercise price of any option may not be less than the fair market value of the common stock on the date of grant. In the case of incentive stock options granted to an employee owning ten percent or more of the outstanding shares of common stock, the exercise price of such option may not be less than 110 % of the fair market value of the common stock on the date of grant. An RSU represents a contingent right to receive one share of the common stock upon vesting. Under the 2014 Plan, the Company may issue RSAs and RSUs to employees for no payment by the employee or for a payment below the fair market value on the date of grant. The RSAs and RSUs are subject to certain restrictions described in the 2014 Plan. At September 30, 2024 , an aggregate of 827,088 shares of common stock were available for issuance under the 2014 Plan. The following table summarizes the combined activity under the equity incentive plans for the indicated periods: Number of Nonqualified Options Outstanding Weighted Average Exercise Price per Share Number of RSAs Weighted Average Grant-date Fair Value per Share Number of RSUs Weighted Average Grant-date Fair Value per Unit Outstanding at October 1, 2022 — $ — 1,000 $ 14.59 323,859 $ 9.54 Granted — — — — 228,250 4.70 Forfeited — — — — ( 7,312 ) 8.44 Vested — — ( 1,000 ) 14.59 ( 167,248 ) 9.94 Outstanding at September 30, 2023 — — — — 377,549 $ 6.46 Granted — — — — 233,200 12.26 Forfeited — — — — ( 26,253 ) 6.47 Vested — — — — ( 175,601 ) 7.08 Outstanding at September 30, 2024 — $ — — $ — 408,895 $ 9.50 During fiscal years 2024 and 2023 , the Company issued 233,200 and 228,250 RSUs, respectively, to certain of its employees, executive officers and directors under the 2014 Plan. The RSUs issued include both time-based and performance-based vesting provisions. The weighted average grant date fair value of each RSU issued for fiscal years 2024 and 2023 was $ 12.26 and $ 4.70 per unit, respectively. The total grant date fair value of all RSUs issued for fiscal years 2024 and 2023 was $ 2.9 million and $ 1.1 million, respectively, which will be charged to expense over the next 1 - 4 years as the restrictions lapse. Compensation expense for 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. All RSUs outstanding at September 30, 2024 and 2023 were issued from the 2014 Plan. No RSAs have been issued since fiscal year 2019 and none were outstanding at September 30, 2024 . Stock-based compensation expense recognized for the fiscal years ended September 30, 2024 and 2023 was $ 1.3 million and $ 1.4 million, respectively. The Company accounts for forfeitures as they occur and records compensation costs under the assumption that the holder will complete the requisite service period. As of September 30, 2024 , the Company had unrecognized compensation expense of $ 1.9 million relating to RSUs which is expected to be recognized over a weighted average period of 2.3 years. F- 24 Geospace Technologies Corporation and Subsidiaries Notes to Consolidated Financial Statements—(Continued) 16. Income Taxes: Components of income (loss) before income taxes were as follows (in thousands): YEAR ENDED SEPTEMBER 30, 2024 2023 United States $ ( 6,930 ) $ 11,190 Foreign 466 1,379 $ ( 6,464 ) $ 12,569 The provision for income taxes consisted of the following (in thousands): YEAR ENDED SEPTEMBER 30, 2024 2023 Current Federal $ — $ 63 Foreign 55 244 State 41 59 96 366 Deferred: Federal — — Foreign 18 ( 3 ) 18 ( 3 ) $ 114 $ 363 The difference between the effective tax rate reflected in the provision for income taxes and the U.S. federal statutory rate were as follows (in thousands): YEAR ENDED SEPTEMBER 30, 2024 YEAR ENDED SEPTEMBER 30, 2023 Amount Percent Amount Percent Expense (benefit) for U.S. federal income tax at statutory rate $ ( 1,357 ) 21.0 % $ 2,639 21.0 % Research and experimentation tax credit ( 572 ) 8.8 % ( 480 ) ( 3.9 )% State income taxes, net of federal income tax benefit 32 ( 0.5 )% 302 2.5 % Change in valuation allowance 1,934 ( 29.9 )% ( 2,459 ) ( 19.6 )% Foreign earnings tax 125 ( 1.9 )% — — Stock compensation ( 210 ) 3.2 % 171 1.4 % Impact due to foreign currency translation ( 44 ) 0.7 % 51 0.4 % Other items 206 ( 3.2 )% 139 1.1 % Total tax expense and effective tax rate $ 114 ( 1.8 )% $ 363 2.9 % The income tax expense for fiscal years 2024 and 2023 primarily reflects tax accrual for U.S. state and Russian income tax. The Company maintains a full valuation allowance against deferred tax assets resulting from net operating loss ("NOL") carry-fowards in the United States and Canada due to the uncertainty surrounding its ability to utilize such losses in the future to offset taxable income. F- 25 Geospace Technologies Corporation and Subsidiaries Notes to Consolidated Financial Statements—(Continued) Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s net deferred income tax assets (liabilities) were as follows (in thousands): YEAR ENDED SEPTEMBER 30, 2024 2023 Deferred income tax assets: Inventories $ 5,447 $ 8,269 Loss and tax credit carryforwards 31,850 29,581 Accrued compensation 733 870 R&D expenditure capitalization 3,064 1,538 Intangible assets 290 — Property and equipment 331 504 Other reserves 456 590 Subtotal deferred income tax assets 42,171 41,352 Valuation allowance ( 40,851 ) ( 38,917 ) Net deferred income tax assets 1,320 2,435 Deferred income tax liabilities: Intangible assets — ( 292 ) Property and equipment ( 1,249 ) ( 2,153 ) Other ( 105 ) ( 6 ) Total deferred income tax liabilities ( 1,354 ) ( 2,451 ) Net deferred income tax liabilities $ ( 34 ) $ ( 16 ) The financial reporting basis of investments in foreign subsidiaries exceed their tax basis. A deferred tax liability is not recorded for this temporary difference because the investment is deemed to be permanent. A reversal of the Company’s plans to permanently invest in these foreign operations would cause the excess to become taxable. At September 30, 2024 , the Company had $ 1.1 million of cash and cash equivalents held by its foreign subsidiaries. At September 30, 2024 and 2023 , the temporary difference related to undistributed earnings for which no deferred taxes have been provided was approximately $ 1.2 million and $ 8.2 million, respectively. The Company is subject to taxation in the United States as well as various states and foreign jurisdictions. Tax years that remain subject to examination by significant tax jurisdictions are the United States for tax years ending after 2016, the United Kingdom for tax years ending after 2022, and Canada for tax years ending after 2019. At of September 30, 2024 , the Company had NOL carry-forwards of approximately $ 85.6 million in the United States and $ 19.2 million in Canada which are available to offset future taxable income in those jurisdictions. The NOL carry-forward for Canada will begin to expire in 2033. The NOL carry-forward for the United States which originated prior to the 2017 Tax Act of $ 32.4 million begins to expire in 2029 and those originating after the 2017 Tax Act of $ 53.2 million do not expire. Management of the Company has concluded that it was not more-likely-than- not that its U.S., Canadian and Russian net deferred tax assets will be realized in accordance with U.S. GAAP. On September 30, 2024 and September 30, 2023 , the Company had a valuation allowance against its U.S. net deferred tax assets of $ 36.1 million and $ 33.7 million, respectively. At September 30, 2024 and September 30, 2023 , the Company had a valuation allowance against its Canadian net deferred tax assets of $ 4.8 million and $ 4.8 million, respectively. At September 30, 2023 , the Company had a valuation allowance against its Russian net deferred tax assets of $ 0.4 million. F- 26 Geospace Technologies Corporation and Subsidiaries Notes to Consolidated Financial Statements—(Continued) 17. Income (Loss) Per Common Share Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares used in basic earnings (loss) per share during the period. Diluted earnings (loss) per share is determined on the assumption that outstanding RSUs have been exchanged for common stock and outstanding dilutive stock options have been exercised and the aggregate proceeds as defined were used to reacquire common stock using the average price of such common stock for the period. The following table summarizes the calculation of net income (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 amounts): YEAR ENDED SEPTEMBER 30, 2024 2023 Net income (loss) $ ( 6,578 ) $ 12,206 Less: Income allocable to unvested restricted stock — — Income (loss) attributable to common shareholders for diluted earnings (loss) per share $ ( 6,578 ) $ 12,206 Weighted average number of common share equivalents: Common shares used in basic earnings (loss) per share 13,151,600 13,146,085 Common share equivalents outstanding related to RSUs — 68,981 Total weighted average common shares and common share equivalents used in diluted earnings (loss) per share 13,151,600 13,215,066 Earnings (loss) per share: Basic $ ( 0.50 ) $ 0.93 Diluted $ ( 0.50 ) $ 0.92 For the calculation of diluted earnings (loss) per share for fiscal years 2024 and 2023 , RSUs of 408,895 and 308,568 , respectively, were excluded in the calculation of weighted average shares outstanding as a result of their impact being antidilutive. F- 27 Geospace Technologies Corporation and Subsidiaries Notes to Consolidated Financial Statements—(Continued) 18. Commitments and Contingencies Contingent Compensation Costs In connection with the acquisition of Aquana, LLC ("Aquana") in 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 to any earn-out payments. 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, are recorded as compensation expense when incurred. Eligible revenue earned for fiscal year 2024 was $ 17,000 . No eligible revenue was earned in fiscal year 2023. 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. 19. Supplemental Cash Flow Information Supplemental cash flow information is as follows (in thousands): YEAR ENDED SEPTEMBER 30, 2024 2023 Cash paid for income taxes $ 164 $ 151 Non-cash investing and financing activities: Inventory transferred to rental equipment 5,954 587 Note and accounts receivable related to sale of subsidiary 3,600 — Note receivable and accrued interest related to sale of rental equipment 9,496 — Account receivable related to sale of rental equipment 1,510 — F- 28 Geospace Technologies Corporation and Subsidiaries Notes to Consolidated Financial Statements—(Continued) 20 . Segment and Geographic 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 IoT platform, as well as 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 tables summarize the Company’s segment information: YEAR ENDED SEPTEMBER 30, 2024 2023 Revenue: Oil and Gas Markets $ 77,455 $ 73,993 Adjacent Markets 55,625 49,039 Emerging Markets 2,222 1,234 Corporate 296 243 135,598 124,509 Income (loss) from operations: Oil and Gas Markets 13,134 15,759 Adjacent Markets 14,152 11,490 Emerging Markets ( 6,193 ) ( 4,003 ) Corporate ( 13,976 ) ( 11,918 ) 7,117 11,328 Depreciation and amortization expenses: Oil and Gas Markets 13,243 14,428 Adjacent Markets 860 703 Emerging Markets 275 565 Corporate 388 542 14,766 16,238 Impairment, inventory obsolescence and stock-based compensation expenses: Oil and Gas Markets 993 2,329 Adjacent Markets 221 656 Emerging Markets 2,798 52 Corporate 642 566 4,654 3,603 Interest income: Oil and Gas Markets 315 352 Adjacent Markets — — Emerging Markets — — Corporate 1,243 187 1,558 539 Interest expense: Oil and Gas Markets 17 105 Adjacent Markets — — Emerging Markets — — Corporate 170 29 187 134 The Company’s manufacturing operations for its business segments are combined. Therefore, the Company does not segregate and report separate balance sheet accounts for each of its segments and, therefore, no such segment balance sheet information is presented in the table above. “Corporate” expense from operations primarily consists of the Company’s Houston headquarters general and administrative expenses. F- 29 Geospace Technologies Corporation and Subsidiaries Notes to Consolidated Financial Statements—(Continued) The Company generates revenue from product sales, product rentals and services from its subsidiaries located in the United States, Canada, Colombia, the Russian Federation and the United Kingdom. Revenue generated by the Company’s subsidiaries is as follows (in thousands): YEAR ENDED SEPTEMBER 30, 2024 2023 United States $ 127,488 $ 118,017 Canada 1,777 1,924 Russian Federation 3,487 1,850 United Kingdom 2,846 2,718 $ 135,598 $ 124,509 A summary of revenue by geographic area is as follows (in thousands): YEAR ENDED SEPTEMBER 30, 2024 2023 Asia (including Russian Federation) $ 51,103 $ 26,685 Canada 2,015 2,703 Europe 13,817 20,826 Mexico 1,959 1,792 South America 2,798 8,166 United States 63,061 62,611 Other 845 1,726 $ 135,598 $ 124,509 Revenue is attributed to countries based on the ultimate destination of the product sold, if known. If the ultimate destination is not known, revenue is attributed to countries based on the geographic location of the initial shipment. Long-lived asset balances are as follows (in thousands): AS OF SEPTEMBER 30, 2024 2023 United States $ 61,487 $ 75,321 Canada 414 575 Colombia 399 442 Russian Federation — 543 United Kingdom 528 383 $ 62,828 $ 77,264 F- 30 F-31