UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Fiscal Year Ended September 30, 20172021

OR

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file number 001-13601

 

GEOSPACE TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

 

Texas

 

76-0447780

(State or Other Jurisdictionof

Incorporation or Organization)

 

(I.R.S.  Employer

Identification No.)

7007 Pinemont Drive

Houston, Texas 77040-6601

(Address of Principal Executive Offices)

(713) 986-4444

(Registrant’s telephone number, including area code)

Securities Registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock

 

GEOS

The NASDAQ Global Select Market

Securities Registered pursuant to Section 12(g) of the Act:NONE

 

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes      No  

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes     No  

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes     No  

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).     Yes     No  

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.  

 

Large accelerated filer  

Accelerated filer   

  Non-accelerated filer  

Smaller reporting company    

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes      No  

There were 13,438,31612,917,574 shares of the Registrant’s Common Stock outstanding as of the close of business on October 31, 2017.2021.  As of March 31, 2017,2021, the aggregate market value of the Registrant’s Common Stock held by non-affiliates was approximately $211 $118million (based upon the closing price of $16.23$9.12 on March 31, 2017,2021, as reported by The NASDAQ Global Select Market).  

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive proxy statement for the Registrant’s 20182022 Annual Meeting of Stockholders are incorporated by reference into Part III of this report.  

 

 


 


EXPLANATORY NOTE – RESTATEMENT OF FINANCIAL INFORMATIONPART I

On November 16, 2017, the Audit Committee of the Board of Directors (“the Audit Committee”) of Geospace Technologies Corporation (the “Company”) on the recommendation of management, and after consultation with the Company’s independent registered public accounting firm, BDO USA, LLP, concluded that the Company’s audited consolidated financial statements for the fiscal years ended September 30, 2016 and 2015, and the related reports of the Company’s independent registered accounting firm thereon, and the unaudited consolidated financial statements for quarters ended December 31, 2016, March 31, 2017 and June 30, 2017 (“Restated Periods”) should no longer be relied upon because of an accounting error.

This Annual Report on Form 10-K for the fiscal year ended September 30, 2017 includes (i) audited restated consolidated balance sheets as of September 30, 2016 and 2015, (ii) unaudited restated condensed consolidated balance sheets as of December 31, 2016, March 31, 2017 and June 30, 2017 and (iii) footnotes reconciling previously final annual and quarterly consolidated balance sheets to the restated balance sheets, which we refer to as the restatement.

We have determined that a portion of our inventories at September 30, 2016 and 2015 should have been classified as non-current assets, as all inventories were not reasonably expected to be realized in cash, sold or consumed during our next operating cycle.  This error has been identified and corrected in the restated consolidated balance sheets as of September 30, 2016 and 2015 and as of December 31, 2016, March 31, 2017 and June 30, 2017 in this Annual Report on Form 10-K.  The effects of this restatement consist of a non-cash reclassification with respect to inventories. The restatement did not affect previously reported total assets, total liabilities, revenues, net loss, loss per share, or cash flows. For discussions of the restatement adjustments, see Item 1A. “Risk Factors” and Item 8, “Financial Statements and Supplementary Data”, including Notes 21 and 22 of the notes to the Consolidated Financial Statements.

Additionally, in connection with the errors noted above, our management, including the CEO and CFO, has identified a material weakness in the Company’s internal control over financial reporting as of September 30, 2017 and 2016 and has been engaged in a focused review of its financial reporting practices and remediation of the related control weakness.  For a discussion of our controls and procedures, the material weakness identified and our actions to remediate such weakness see Item 9A, “Controls and Procedures” in Part II of this Annual Report on Form 10-K,

We believe that presenting all of this information regarding the Restated Periods in this Annual Report allows investors to review all pertinent data in a single presentation.  We do not therefore plan to amend our previously filed Annual Report on Form 10-K the fiscal year ended September 30, 2016 and Forms 10-Q for the quarterly periods ended December 31, 2016, March 31, 2017 and June 30, 2017 in connection with the restatement.  The financial information that has been previously filed or otherwise reported for the Restated Periods is superseded by the information in this Annual Report on Form 10-K.  Unless otherwise stated, all financial information contained in this Annual Report on Form 10-K for periods prior to September 30, 2017 are presented on a restated basis.


PART I

 

 

Item 1. Business

Business Overview

Geospace Technologies Corporation reincorporated as a Texas corporation on April 16, 2015.  We originally incorporated as a Delaware corporation on September 27, 1994.  Unless otherwise specified, the discussion in this Annual Report on Form 10-K refers to Geospace Technologies Corporation and its subsidiaries.  We principally design and manufacture seismic instruments and equipment used inequipment.  These seismic products are marketed to the oil and gas industry to acquire seismic data in orderand used to locate, characterize and monitor hydrocarbon producing reservoirs.  We also market our seismic products to other industries for vibration monitoring, border and perimeter security and various geotechnical applications.  We design and manufacture other products of a non-seismic nature, including water meter products, including industrial products,imaging equipment, offshore cables, remote shutoff water valves and imaging equipment.Internet of Things (IoT) platform and provide contract manufacturing services.  We report and categorize our customers and products into twothree different segments:  SeismicOil and Non-Seismic.Gas Markets, Adjacent Markets and Emerging Markets.

We have engaged in the seismic instrument and equipment business since 1980 and market our products primarily to the oil and gas industry.  Demand for our seismic products targeted at customers in our Oil and Gas Markets segment has been, and will likely continue to be, vulnerable to downturns in the economy and the oil and gas industry in general.  For more information, please refer to the risks discussed under the heading “Risk Factors.”

Business Acquisition

On July 2, 2021, we acquired 100 percent of the outstanding membership interest in Aquana, LLC, a comprehensive wireless water monitoring and control system provider (“Aquana”).  Aquana will operate as a wholly-owned subsidiary of the Company and reside in the Company’s Adjacent Markets business segment.  The acquisition purchase price consisted of an initial cash down payment at closing of approximately $1.4 million, subject to adjustment, and additional contingent cash payments over a six year earn-out period.  The contingent earn-out payments, if any, will be derived from certain eligible revenue generated during the earn-out period from products and services sold by Aquana.  

Founded in 2017, Aquana provides a leading Internet of Things (IoT) water management platform that delivers remote shut-off valve control, remote AMI meter reading, as well as leak and burst protection for municipal water utilities, multi-dwelling properties, and commercial buildings.  Aquana combines connected smart valve hardware with cloud-based software in a Software as a Service (SaaS) recurring revenue model. The Aquana acquisition represents the Company’s strategy to expand its product revenues, as well as its engineering and manufacturing competencies, to markets outside the oil and gas industry.  

Segment and Geographical Information

We report and evaluate financial information for three business segments: Oil and Gas Markets, Adjacent Markets and Emerging Markets.  For a discussion of the products sold and markets served by each of our segments, see “Products and Product Development” below.  For a discussion of financial information by segment and geographic area, see Note 20 to the consolidated financial statements contained in this Annual Report on Form 10-K.

Products and Product Development

Seismic ProductsOil and Gas Markets

Our seismicOil and Gas Markets business segment has historically accounted for the majority of our revenue.  Geoscientists use seismic data primarily in connection with the exploration, development and production of oil and gas reserves to map potential and known hydrocarbon bearing formations and the geologic structures that surround them.  OurThis segment’s products include wireless seismic product lines currently consist of land and marine nodal data acquisition systems, permanent land and seabed reservoir monitoringcharacterization products and services, geophones and geophone strings,traditional seismic exploration products such as geophones, hydrophones, leader wire, connectors, telemetry cables, marine streamer retrieval and steering devices and various other products.  Our seismic products are compatible with most major competitive seismic data acquisition systems currently in use.products.  We believe that our seismicOil and Gas Markets products are among the most technologically advanced instruments and equipment available for seismic data acquisition.

Traditional Products

An energy source and a data recording system are combined to acquire seismic data.  We provide many of the components of seismic data recording systems, including geophones, hydrophones, multi-component sensors, leader wire, geophone strings, connectors, seismic telemetry cables and other seismic related products.  On land, our customers use geophones, leader wire, cables and connectors to receive and measure seismic reflections resulting from an energy source into data recording units, which store the seismic information for subsequent processing and analysis.  In the marine environment, large ocean-going vessels tow long seismic cables known as “streamers” containing hydrophones whichthat are used to detect pressure changes.  Hydrophones transmit electrical impulses back to the vessel’s data recording unit where the seismic data is stored for subsequent processing and analysis.  Our marine seismic products also help steer streamers while being towed and help recover streamers if they become disconnected from the vessel.

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Our seismic sensor, cable and connector products are compatible with most major competitive seismic data acquisition systems currently in use.  Revenue from these products results primarily from seismic contractors purchasing our products as components of new seismic data acquisition systems or to repair and replace components of seismic data acquisition systems already in use.

Our products used in marine seismic data acquisition include our seismic streamer retrieval devices (“SRDs”).  Occasionally, streamer cables are severed and become disconnected from the vessel as a result of obstacles, inclement weather, vessel traffic or human error.  Our SRDs, which are attached to the streamer cables, contain air bags which are designed to inflate automatically at a given water depth, bringing the severed streamer cables to the surface.  These SRDs save the seismic contractors significant time and money compared to the alternative of losing the streamer cable.  We also produce seismic streamer steering devices, or “birds,” which are fin-like devices that attach to the streamer cable.  These birds help maintain the streamer cable at a certain desired depth as it is being towed through the water.

Wireless Products

We have developed multiple versions of a land-based wireless (or nodal) seismic data acquisition system called the GSX.system.  Rather than utilizing interconnecting cables as required by most traditional land data acquisition systems, each GSX station operatesof our wireless stations operate as an independent data collection system, allowing our GSX stations to be deployed infor virtually unlimited channel configurations.  As a result, our GSX system requireswireless systems require less maintenance, which we believe allows our customers to operate more effectively and efficiently because of its reduced environmental impact, lower weight and ease of operation.  Our GSX systemEach wireless station is designed into configurations ranging from one to four channels per station.available in a single-channel or three-channel configuration.  Since its introduction in 2008 and through September 30, 2017,2021, we have sold 403,000 GSX486,000 land-based wireless channels

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and we currently have 71,000 GSX74,000 land-based wireless channels in our rental fleet.  We expect to make additional investments in our GSX rental fleet in fiscal year 2018 to replenish a sale of used GSX rental equipment in the fourth quarter of fiscal year 2017.

We have also developed a marine-based wireless seismic data acquisition system called the OBX.  Similar to our GSX land-based wireless system,systems, the marine OBX system canmay be deployed in virtually unlimited channel configurations and does not require interconnecting cables between each station.  Our deep waterdeepwater versions of the OBX system can be deployed in depths of up to 3,450 meters.  Through September 30, 2017,2021, we have sold approximately 6008,400 OBX stations and we currently have 6,70027,000 OBX stations in our rental fleet.  We expect to make additional investments into our OBX rental fleet during fiscal year 2018.

Reservoir Products

Seismic surveys repeated over selected time intervals show dynamic changes within thea producing oil and gas reservoir, and operators can be useduse these surveys to monitor the effects of oil and gas development and production.  In this regard, we have developed permanently installed high-definitionThis type of reservoir monitoring systems for land and ocean-bottom applications in producing oil and gas fields.  We also produce a retrievable version of our ocean-bottom system for use on fields where permanently installed systems are not appropriate or economical.  Utilizing these tools, producers can enhance the recovery of oil and gas deposits over the life of a reservoir.

Our high-definition reservoir monitoring products include the HDSeis™ product line and a suite of borehole and reservoir monitoring products and services.  Our HDSeis™ system is a high-definition seismic data acquisition system with flexible architecture that allows it to be configured as a borehole seismic system or as a subsurface system for both land and marine reservoir-monitoring projects.  The scalable architecture of the HDSeis™ system enables custom designed system configuration for applications ranging from low-channel engineering and environmental-scale surveys requiring a minimum number of recording channels to high-channel surveys required to efficiently conduct permanent reservoir monitoring (“PRM”).  Modular architecture allows virtually unlimited channel expansion.  In addition, multi-system synchronization features make the HDSeis™ system well suited for multi-well or multi-site acquisition, simultaneous surface and downhole acquisition and continuous reservoir monitoring projects.

Reservoir monitoring requires special purpose or custom designed systems in which portability becomes less critical and functional reliability assumes greater importance.  This reliability factor helps assure successful operations in inaccessible locations over a considerable period of time.  Additionally, reservoirs located in deep water or harsh environments require special instrumentation and new techniques to maximize recovery.  Reservoir monitoring also requires high-bandwidth, high-resolution seismic data for engineering project planning and reservoir management.  We believe our HDSeis™ System and tools, designed for cost-effective deployment and lifetime performance, will make borehole and seabed seismic acquisition a cost-effective and reliable process for the challenges of reservoir monitoring.  Our multi-component seismic product developments include an omni-directional geophone for use inUtilizing these reservoir monitoring tools, producers can enhance the recovery of oil and gas deposits over the life of a compact marine three-component or four-component gimbaled sensor and special-purpose connectors, connector arrays and cases.reservoir.

We did not deliver nor didhave developed permanently installed high-definition reservoir monitoring systems for land and ocean-bottom applications in producing oil and gas fields.  Our electrical reservoir monitoring systems are currently installed on numerous offshore reservoirs in the North Sea and elsewhere.  Through our acquisition of the OptoSeis® fiber optic sensing technology, we receive ordersnow offer both electrical and fiber optic reservoir monitoring systems.  These high-definition seismic data acquisition systems have a flexible architecture allowing them to be configured as a subsurface system for any PRMboth land and marine reservoir-monitoring projects.  The scalable architecture of these systems during the fiscal years 2015, 2016enables custom designed configuration for applications ranging from low-channel engineering and 2017.environmental-scale surveys requiring a minimum number of recording channels to high-channel surveys required to efficiently conduct permanent reservoir monitoring (“PRM”).  The modular architecture of these products allows virtually unlimited channel expansion for these systems.  

In addition, we produce seismic borehole acquisition systems whichthat employ a fiber optic augmented wireline capable of very high data transmission rates.  These systems are used for several reservoir monitoring applications, including an application pioneered by us allowing operators and service companies to monitor and measure the results of hydraulic fracturing operations.

Non-Seismic ProductsWe believe our reservoir characterization products make seismic acquisition a cost-effective and reliable process for reservoir monitoring.  Our multi-component seismic product developments also include an omni-directional geophone for use in reservoir monitoring, a compact marine three-component or four-component gimbaled sensor and special-purpose connectors, connector arrays and cases.

In September 2020, we received a request from a major oil and gas producer for a proposal to manufacture a large-scale seabed PRM system. Under the offered terms and conditions as initially presented, we decided not to provide a bid.  In August 2021, we received a new request from the producer and are in the process of responding to this request.  We believe the potential customer may grant the award in the second quarter of fiscal year 2022.  If we are awarded the contract, revenue from this contract will most likely not be recognized until the latter part of fiscal year 2022, if any; fiscal year 2023 and 2024.   We have also held discussions and received requests for information from other major oil and gas producers regarding PRM systems. We have not received any orders for a large-scale seabed PRM system since November 2012. 

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Adjacent Markets

Our non-seismicAdjacent Markets businesses leverage upon our existing manufacturing facilities and engineering capabilities.  We have found that manycapabilities utilized by our Oil and Gas Markets businesses.  Many of ourthe seismic products in our Oil and Gas Markets segment, with little or no modification, have direct application to industries beyond those involved in oilother industries.  

Industrial Products

Our industrial products include water meter products, remote shut-off water valves and gas explorationIoT Platform, contract manufacturing services, offshore cables, and development.  For example,seismic sensors used for vibration monitoring.

Our water meter products support the global smart meter connectivity water utility market.  Our products provide our customers utilizewith highly reliable automated meter-reading (AMR) and automated meter infrastructure (AMI) with our borehole toolsrobust water-proof connectors.  Our field splice allows for accelerated repairs once identified.  

Our water IoT platform and remote-shut off valve allows customers that manage multi-family and commercial properties to monitor subsurface carbon dioxide injectionstheir properties for leak and burst events, with real-time notifications, complimented with our remote-shut off to stop water damage.  These products also allow water utilities to control and monitor water use remotely, discontinue or limit service without placing its employees in potential harm or danger.  

Our robust manufacturing capabilities have allowed us to provide specialized contract manufacturing services for printed circuit board manufacturing, cabling and harnesses, machining, injection molding and electronic system assembly.

Our seismic sensors provide unique high definition, low frequency sensing that allows for vibration monitoring in industrial machinery, mine safety applications.and earthquake detection.  

Imaging Products

Our non-seismicimaging products include electronic pre-press products that employ direct thermal imaging, direct-to-screen printing systems, and digital inkjet printing technologies targeted at the commercial graphics, industrial graphics, textile and flexographic printing industries.  

Emerging Markets

Our Emerging Markets business segment consists entirely of our Quantum business.  Quantum’s product line includes a proprietary detection system called SADAR®, which detects, locates and tracks items of interest in real-time.  Using the SADAR technology, Quantum designs and sells products used for border and perimeter security surveillance, cross-border tunneling detection and other non-seismic products consisttargeted at movement monitoring, intrusion detection and situational awareness.  Quantum’s customers include various agencies of (i) sensorsthe U.S. government including the Department of Defense, Department of Energy, Department of Homeland Security and tools for vibration monitoring, mine safety application and earthquake detection, (ii) cables for power and communication for the offshore oil and gas and offshore construction industries, (iii) water meter cables and connectors, and (iv) other specialty industrial cable and connector products.agencies.

Business Strategy

We are currently experiencing depressed industry conditions as a resulthave experienced several years of very low demand for most of the products we sell and rent into our Oil and Gas Markets.  Demand for these products has also been adversely affected by COVID-19 and the resulting lower global demand for oil and volatile crude oil pricesgas.  Many ocean-bottom nodal projects have been delayed and their impact upon capital spendingrescheduled due to the pandemic and uncertainty in the oil and gas industry worldwide.  The resulting significant declinecommodity prices, reducing rental demand for our ocean-bottom nodal products used to gather seismic data on the ocean-bottom.  While we have recently been invited to participate in a tender for a large-scale seabed PRM system, depressed demand continues for our traditional seismic product ordersproducts and in particular, the lack of any orders for PRM systems, has required us to modify our land nodal seismic products.  As a result, we have adopted what we think is a conservative and prudent business strategy during this difficult period.  Our current business strategywhich places morea focus on sound financial management practices while we endure this downturn.practices.  We have not changed our primary focus on continued investment in product research and development, and, possibly, selective acquisitions and joint ventures.

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Continue Investment in Product Research and Development – Past periods of revenue growth were primarily driven through our internal development of new products for the seismicoil and gas industry.  In past years, our seismicoil and gas product innovations included the introduction of borehole seismology tools, land and seabed PRM systems and wireless data acquisition systems for both land and marine applications.  These innovative technologies are the result of our unceasing investment in research and development initiatives, even during difficult industry cycles when we experience a significant decline in customer demand for our products.initiatives.  A majority of our product research and development cost relates to our product engineers.  Our engineering staff hashave been key to our past success, and we intend to continue our tradition of retaining and attracting quality engineering staff andby providing appropriate compensation and benefits.  Going forward, we intend to continue significant investments in product research and development of new seismicoil and gas technologies as well as non-seismic products for our other business segments in order to diversify and grow our revenue base.  

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Selectively Pursue Acquisitions of Businesses with Technological and Engineering Overlap – The seismic industry periodically experiences volatile business cycles requiring us to rapidly increase and decrease our business activities to meet the industry’s demand for our products.  The seismic industry generally offers equipment manufacturers like us limited visibility into new orders creating challenges for us to manage our manufacturing capacity, workforce and working capital.  While our primary growth initiative is to expand our seismic product offerings, we may also seek out other non-seismic business opportunities which complement our existing products, engineering and manufacturing capabilities, and company-wide culture.  While we routinely evaluate both seismic and non-seismic business acquisition opportunities, we may direct these efforts toward non-seismic businesses in order to diversify our revenue base and expose us to different markets with different business cycles.

Financial Management – Current industry conditions have required us to place increased emphasis on cash management and preservation.  Due to the cyclicality of the seismic industry, we have historically managed our financial risk by limiting or eliminating debt leverage in our balance sheet.  While we are not opposed to moderate amounts of short-term debt during favorable business cycles, we choose to minimize our exposure to long-term debt obligations which, in our view, restrict our ability to operate during periodic difficult business cycles in the seismic industry similar to the current business environment.  We believe this strategy has allowed us to continue operations through difficult business cycles without disruption for debt and equity restructuring as has been seen among our peers, many of whom have significant long-term debt burdens.  In addition, we have limited investments in our capital assets and have liquidated, and made appropriate reserves for, significant amounts of our inventories and rental fleet assets. We also believe that the value of our common shares outstanding will be best served in the long-term by retaining our cash and short-term investments to fund future cash outflows as they become necessary or advisable.  In this regard, we do not anticipate paying any cash dividends in the foreseeable future, nor do we expect to initiate any significant buy-back program to repurchase our common stock.

Selectively Pursue Acquisitions of Businesses with Technological and Engineering Overlap – The oil and gas industry periodically experiences volatile business cycles requiring us to rapidly increase and decrease our business activities to meet the industry’s demand for our products.  This industry generally offers equipment manufacturers like us limited visibility into new orders creating challenges for us to manage our manufacturing capacity, workforce, inventories and other working capital challenges.  While our primary growth initiative is to expand our oil and gas seismic product offerings, as seen with our acquisition of the OptoSeis® fiber optic sensing technology, we may also seek out other business opportunities in adjacent markets and emerging markets which complement our existing oil and gas seismic products, engineering and manufacturing capabilities, and company-wide culture.  In order to diversify our revenue base and expose us to different markets with different business cycles, we may direct these efforts toward businesses outside the oil and gas industry, as seen with our acquisition of Quantum in fiscal year 2018 and Aquana in fiscal year 2021.

Segment and Geographic Information

We report and categorize our revenue and products into two business segments: Seismic and Non-Seismic.  Our Seismic product segments currently include traditional exploration products, wireless exploration products and reservoir products.  Our Non-Seismic product segments include imaging and industrial products.  Frequently, we receive a minor amount of Seismic product revenue from our Non-Seismic customers.  For a discussion of financial information by segment and geographic area, see Note 20 to the consolidated financial statements contained in this Annual Report on Form 10-K.

Financial Management – Industry conditions since fiscal year 2014 have required us to place increased emphasis on cash management and preservation.  Due to the cyclicality of the oil and gas industry, we have historically managed our financial risk by limiting or eliminating debt leverage in our balance sheet.  While we are not opposed to moderate amounts of short-term debt during favorable business cycles, we choose to minimize our exposure to long-term debt obligations which, in our view, restrict our ability to operate during periodic difficult business cycles in the oil and gas industry similar to the recent business environment.  We believe this strategy has allowed us to continue operations through difficult business cycles without disruption for debt and equity restructuring as has been seen among our peers, many of whom have significant long-term debt burdens.  In addition, we have limited our investments in capital assets and have liquidated, and made appropriate reserves for, significant amounts of our inventories and rental fleet assets.  We also believe that the value of our common shares outstanding will be best served in the long-term by retaining our cash to fund future cash outflows as they become necessary.  In this regard, we do not anticipate paying any cash dividends in the foreseeable future, however, our board of directors authorized a stock buy-back program in fiscal year 2021 which authorized us to repurchase up to $7.5 million of our common stock in open market transactions.  As of September 30, 2021, we had repurchased a total of 769,429 shares of our common stock at a cost of $6.8 million.

Competition

SeismicOil and Gas Products

We are one of the world’s largest designers and manufacturers of seismic related products.products used in the oil and gas industry.  The principal competitors for many of our traditional seismic products are Sercel (a division of CGG), and INOVA (an independent joint venture between ION Geophysical (“ION”)Corporation and INOVA (a joint venture formed in 2009 between ION and Bureau of Geophysical Prospecting,BGP, Inc., a subsidiary of China National Petroleum Company).  Furthermore, entities in China affiliated with Sercel, as well as other Chinese manufacturers produce low-cost oil and gas seismic products meeting current industry standards.  products.  

The primary competitors for our land wireless data acquisition systems are SmartSolo, Sercel, INOVA, STRYDE and numerous smaller entities who have introduced similar versions of wireless data acquisition systems.  We believe the primary competitors for our marine nodal data acquisition systems are Magseis Fairfield ASA and PXGEO, each of whom utilizes their own proprietary nodal technology.  

Most oil and gas seismic products are price sensitive, so the ability to manufacture these products at a low cost is essential to maintain market share.  We believe our primary competitor in the manufacture of our marine products is Sercel.

The primary competitors for our land wireless data acquisition systems are Sercel, FairfieldNodal, INOVA, Wireless Seismic and numerous smaller entities who have recently introduced new versions of wireless data acquisition systems.  We believe the primary competitors for our marine nodal data acquisition systems are marine seismic data acquisition service providers like FairfieldNodal, Seabed Geosolutions (a joint venture formed between Fugro and CGG), and Magseis ASA, each of whom utilizes their own proprietary nodal technology.  For land and marine wireless data acquisition systems, whileWhile price is an important factor in a customer’s decision to purchase the product,a land or marine wireless data acquisition system, we believe customers also place a high value on a product’s historical performance and the ongoing engineering and field support provided by the product’s manufacturer.

Our primary competitors for rental of our traditional and wireless seismic equipment are Mitcham Industries, Inc. and Seismic Equipment Solutions.

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Our primary competitors for our seabed PRM systems are Alcatel-Lucent and Petroleum Geo-Services ASA.  We believe our primary competitors for high-definition borehole seismic data acquisition systems are Avalon Sciences Ltd and Sercel.  A product’s historical performance, field support and engineering capabilities are important factors for receiving orders for our seismic reservoir products.

The principal keys for success in the seismic instruments and equipment market are technological superiority, product durability under harsh field conditions, reliability and customer support.  Price and product delivery areProduct deliverability is always an important considerationsconsideration for our customers.  

In general, most customers prefer to standardize data acquisition systems, geophones and hydrophones, particularly if they are used by seismic companies that have multiple crews which are able to support each other.  This standardization makes it difficult for competitive manufacturers to gain market share from other manufacturers with existing customer relationships.

As mentioned above, a key factorOur primary competitors for the rental of our traditional and land wireless seismic instrumentsequipment are STRYDE, Smart Solo, INOVA and equipment manufacturersSeismic Equipment Specialists.

Our primary competitor for our seabed PRM systems is durability under harsh field conditions.  Seismic instrumentsAlcatel-Lucent.  Our primary competitors for high-definition borehole seismic data acquisition systems are Avalon Sciences Ltd and equipment must meet not only rigorous technical specifications regarding signal integrity and sensitivity, but must also be extremely rugged and durable to withstand the rigors of field use, often in harsh environments.Sercel.  

Non-SeismicAdjacent Markets Products

There are numerous competitorsOur industrial and competitive technologies including other direct thermal printer manufacturers and manufacturers of direct-to-screen and inkjet solutions.  Our non-seismic industrialimaging products face competition from numerous domestic and international specialty product manufacturers.

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Emerging Markets Products

The border and perimeter security marketplace is dominated by large integrated system providers such as Boeing, General Dynamics, Lockheed Martin, Raytheon, Elbit Systems and others.  Systems provided by these competitors are generally multifaceted and may include numerous integrated surveillance technologies, including the geophysical sensor and software systems that we have developed.  Our sensing technology does not rely on line-of-sight motion detection, which is required by cameras and other visual and radio frequency technologies, and thus enables motion-sensing such devices would miss.  Competitive geophysical technologies utilizing fiber optic sensing techniques are provided by OptaSense, Fibersensys, Future Fiber Technologies and other specialty sensor manufacturing firms.

Suppliers

We purchase raw materials from a variety of suppliers located in various countries.  We typically have multiple suppliers for our critical materials.  We purchase all ofIn our thermal film from a single supplier.  Except for the film sold to us by this supplier, we know of no other source for thermal film that performs as well in our imaging equipment.  In addition,oil and gas seismic business segment, certain models of our marine wireless products use a timing device manufactured by a single supplier.  We currently do not possess the ability to manufacture this component and have no other reliable source for this device.  In our Adjacent Markets business segment, we purchase all of our thermal imaging film from a single supplier.  Beyond this film supplier, we know of no other source for thermal film that performs as well in our imaging equipment.  For a discussion of the risks related to our reliance on these suppliers, see “Risk Factors – We Rely on Key Suppliers for Certain Components Used in Our Products.”

We do not currently experience any significant difficultiesCOVID-19 has disrupted the Company’s supply chain, resulting in obtaining rawlonger lead times in materials available from suppliers and extended the shipping time for these materials to reach the Company’s facilities. These disruptions could constrain our suppliers forability to provide products to our customers in the production of our seismic or non-seismic products.time frame they require.

Product Manufacturing and Assembly

Our manufacturing and product assembly operations consist of machining, molding or cabling the necessary component parts, configuring these parts along with components received from various vendors and assembling a final product.  We manufacture many of our oil and gas seismic equipmentproducts to the specifications ofrequired by our customers.  For example, we can armor cables for use in multiple deep waterdeep-water applications.  We assemble geophone strings and seismic telemetry cables based on a number of customer choices such as length, gauge, tolerance and color of molded parts.  Upon completion of our manufacturing and assembly operations, we test our final products to the functional and in the case of seismic equipment, environmental extremes of product specifications and inspect the products for quality assurance.  Consistent with industry practice, we normally manufacture and ship our products based on firm customer orders, anticipated customer orders and historical product demand.  As a result of the steep decline in product demand that began in fiscal year 2014, further accentuated by the COVID-19 pandemic creating a global decline in the demand for oil and that was furthergas, also aggravated by the decline in crude oil prices, we currently hold significant inventoriesmore than twelve months supply of finished goods.  Our finished goods inventories also include sub-assemblies of extensively manufactured products.inventory.

Markets and Customers

Our principal customers for our traditional and wireless seismic products are seismic contractors and, to a lesser extent, major independent and government-owned oil and gas companies that either operate their own seismic crews or specify seismic instrument and equipment preferences to contractors.  For our deep waterdeepwater PRM products, our customers are generally large international oil and gas companies that operate long-term offshore oil and gas producing properties.  Our graphicsindustrial product customers consist of specialty manufacturers, research institutions and industrial product distributors.   Our imaging customers primarily consist of direct users of our equipment as well as specialized resellers that focus on the screen-printing and flexographic printing industries.  Our industrial productborder and perimeter security customers consist of specialty manufacturers, research institutionsare primarily government agencies.  

Three customers comprised 19.8%, 16.4% and industrial product distributors.   One customer comprised 17.8%10.6% of our revenue during fiscal year 2017.2021.  One customer comprised 18.5%48.2% of our revenue during fiscal year 2016.  No customer2020.  Two customers comprised 10% or more25.2% and 19.7% of our revenue during fiscal year 2015.2019.  The following table describes our revenue by customer segment type (in thousands):

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YEAR ENDED SEPTEMBER 30,

 

 

 

2021

 

 

2020

 

 

2019

 

Traditional seismic exploration product revenue

 

$

4,518

 

 

$

6,653

 

 

$

9,504

 

Wireless seismic exploration product revenue

 

 

45,751

 

 

 

54,072

 

 

 

52,770

 

Seismic reservoir product revenue

 

 

1,983

 

 

 

936

 

 

 

2,692

 

Industrial product revenue

 

 

21,335

 

 

 

15,622

 

 

 

18,324

 

Imaging product revenue

 

 

11,084

 

 

 

9,818

 

 

 

11,832

 

Border & perimeter security product revenue

 

 

10,193

 

 

 

734

 

 

 

159

 

Corporate revenue

 

 

 

 

 

 

 

 

528

 

Total revenue

 

$

94,864

 

 

$

87,835

 

 

$

95,809

 

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YEAR ENDED SEPTEMBER 30,

 

 

 

2017

 

 

2016

 

 

2015

 

Traditional seismic exploration product revenue

 

$

14,756

 

 

$

13,298

 

 

$

30,083

 

Wireless seismic exploration product revenue

 

 

29,690

 

 

 

18,400

 

 

 

25,070

 

Seismic reservoir product revenue

 

 

2,663

 

 

 

2,094

 

 

 

5,412

 

Industrial product revenue

 

 

14,420

 

 

 

16,223

 

 

 

11,965

 

Imaging product revenue

 

 

11,607

 

 

 

11,485

 

 

 

11,793

 

Corporate

 

 

585

 

 

 

560

 

 

 

544

 

 

 

$

73,721

 

 

$

62,060

 

 

$

84,867

 

Intellectual Property

We seek to protect our intellectual property by means of patents, trademarks, trade secrets and other measures.  We hold patents on geophones, micro-geophones, piezo-electric sensors, seismic data acquisition, in-line retrieval devices and water meter connectors, and we have pending applications on related technology.  We do not consider any single patent essential to our success.  Our patents are scheduled to expire at various dates through 2035.  At this time we2038.  We are not able to predict the effect of any patent expiration.  We protect our proprietary rights to our technology through a variety of methods, including confidentiality agreements and proprietary information agreements with suppliers, employees, consultants and others who may have access to proprietary information.

Research and Development

We expect to incur significant future research and development expenditures aimed at the development of additional seismic and non-seismic products.products for each of our business segments.  We have incurred company-sponsored research and development expenses of $13.8$14.8 million, $13.9$16.6 million and $14.7$15.5 million during the fiscal years ended September 30, 2017, 20162021, 2020 and 2015,2019, respectively.

EmployeesHuman Capital, Environmental and Social

As ofIn order to continue to produce the most technologically advanced instruments and equipment available for the industrial, border and perimeter security and seismic data acquisition markets, it is crucial that we continue to attract and retain top talent. To attract and retain talented employees, we strive to make Geospace Technologies Corporation a diverse and safe workplace, with opportunities for our employees to receive educational benefits, cross function skill development, encouragement to grow and develop their career, all supported by competitive compensation and benefits.  

Workforce Composition - At September 30, 2017,2021, we employed 707649 people predominantly on a full-time basis, of which 429405 were employed in the United States, 238223 in the Russian Federation and the remainder in the United Kingdom, Canada, China and Colombia.  AOur professional staff includes geoscientists, electrical and mechanical engineers, accountants, computer and data scientists, marketing and human resource professionals. 64% of our global workforce are employed in manufacturing, 17% in Engineering and 19% in Sales and Administration.  The majority of our employees in the Russian Federation belong to a regional union for machine manufacturers.  Our remaining employees are not unionized.  We have never experienced a work stoppagestoppage.

As a global manufacturer of high-tech offerings, we believe that a diverse workforce benefits everyone, from our skilled workforce, to our valued clients, to our trusted shareholders and consider our relationshipsociety. The workforce make up includes 37% white, 31% Asian, 23% Hispanic, 7% Black, and 1% two or more races. Women represent 30% of leadership roles within the company globally. We proudly employ veterans of the US Armed Forces, who make up 7% of our domestic workforce.

Health, Safety and Wellness - The success of our business is fundamentally connected to the well-being of our people. Accordingly, we are committed to the health and safety of our employees. We provide our full-time employees and their families with access to healthcare programs. In response to the COVID-19 pandemic, we implemented significant changes that we determined were in the best interest of our employees, as well as the communities in which we operate, and which comply with government regulations. This includes having employees work from home, while implementing additional safety measures for employees continuing critical on-site work.

Compensation and Benefits -We provide competitive compensation and benefits programs to be satisfactory.help meet the needs of our employees. In addition to salaries, these programs (which vary by country/region and employment classification) include an incentive compensation plan, a 401(k) Plan, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, tuition assistance and on-site services, among others.  We use targeted equity-based grants with vesting conditions to facilitate retention of personnel, particularly those with critical skills and experience.

Talent Development -We invest resources to develop the talent needed to remain a leading manufacturer and developer of industrial, border and perimeter security and seismic data acquisition products. We provide our employees training opportunities and educational benefits to assist in career and skill development.  We focus on continuous learning and provide feedback to assist in the development of talent.

Company Culture – Our Board of Directors established a Code of Business Conduct applicable to all our employees, Directors and Officers and a Code of Ethics for Senior Financial Officers in accordance with applicable U.S. federal securities laws and the NASDAQ Listed Company Manual. The Code of Business Conduct provides guidance on corporate policies such as anti-harassment, anti-corruption, substance abuse, anti-trust, conflict minerals compliance, international trade restrictions as well as policies against insider trading, conflict of interest and hedging of stock. We offer a Whistle Blower program designed to protect any employee who reports valid suspicions related to our financial accounting, internal audit controls or like matters to management without fear of termination or similar repercussions.

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Our values and ethics serve as the guiding force through which we proactively maintain the highest standards of business conduct. Our Core Values guide our corporate policies and practices and promote ethical business conduct and compliance with the law. Our employees understand the importance of applying our Core Values toward their daily best practices. Annually, the company holds an internal Core Values survey to inform leadership on the values in action and opportunities to improve.

Governance – We pride ourselves on the highly ethical and transparent standards through the governance under our Board of Directors.

Board Composition - Our Board of Directors is chaired by a highly experienced, independent Director whose position is wholly separate and divided from the role of the Chief Executive Officer. Unlike organizations where the two leadership roles are intertwined, this distinction helps ensure varying viewpoints designed to deliver improved returns for the shareholders we serve and the communities in which we operate.  

Board Charter Reviews - Every twelve-months, we conduct a Board and Board Committee assessment review to review and ensure that the highest quality standards are met.

Executive Sessions Without Management - In order to ensure original and independent thought, non-management Board members meet throughout the year.  

Audit Policies – Our Audit Committee is comprised of trusted members who ensure the integrity of our financial statements, internal controls, compliance with legal and regulatory requirements, as well as the performance of our independent auditor.

Enterprise Risk Management – Our Board of Directors takes an enterprise-wide approach to reviewing each of our business segments, which encompass Oil & Gas, Adjacent Markets, and Emerging Markets operations which include our Security & Surveillance sector. Board members meet regularly to oversee and ensure that company objectives are met, shareholder concerns are addressed and ERM policies are maintained.

Environmental – We are committed to zero harm to people, property and the environment.  We have an ISO 14001 certified environmental management system, employed over many health, safety and environmental programs.  We do not exist in isolation. We strive to pursue a strategy of responsibility that not only encompasses all our activities but addresses the needs of our employees, customers, suppliers and our stakeholders.  We operate in communities, which have placed their trust in us.  In doing this, we aim to better our impact on the environment and society not only of our business but all businesses and organizations whom we interact. We integrate responsible and sustainable practices throughout our organization. Our products are designed to not harm individuals, communities or the environment.   We pledge to conduct ourselves in a most responsible manner in each community.

As a manufacturer, we have a responsibility to reuse or recycle waste materials from our operations. Waste recycled includes Aluminum, Brass, Copper, Stainless Steel, Steel, and Titanium as well as armored cable, film, lithium batteries, PCB boards and solder paste.  Over the last five years, we averaged over 100 tons of recycled material per year. In 2021, we experienced reduced manufacturing associated with the global impact of the COVID-19 pandemic, which resulted in a lower volume of recycled material. Year to date in 2021, we have recycled 40 tons of manufacturing waste materials.

Financial Information by Segment and Geographic Area

For a discussion of financial information by segment and geographic area, see Note 20 to the consolidated financial statements contained in this Annual Report on Form 10-K.  For a description of risks attendant to our foreign operations, please see “Risk Factors - Our Foreign Subsidiaries and Foreign Marketing Efforts Are Subject to Additional Political, Economic, Legal and Other Uncertainties Not Generally Associated with Domestic Operations.”

Available Information

We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”).  Our SEC filings are available to the public over the internet at the SEC’s website at www.sec.gov.  You may also read and copy any document we file at the SEC’s public reference room at 100 F Street, NE, Washington, DC 20549.  Please call the SEC at 1-800-SEC-0330 for further information on their public reference room.  Our SEC filings are also available to the public free of charge on our website at www.geospace.com.  Please note that information contained on our website, whether currently posted or posted in the future, is not a part of this Annual Report on Form 10-K or the documents incorporated by reference in this Annual Report on Form 10-K.


Item 1A. Risk Factors

Risk

In evaluating the Company’s business, you should consider the following discussion of risk factors, in addition to other information contained in this report and in the Company’s other public filings with the U.S. Securities and Exchange Commission. Any such risks could materially and adversely affect our business, financial condition, results of operations, cash flow and prospects. However, the risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition, results of operations, cash flow and prospects.

External Factors that Could Adversely Affect Us

The Ongoing COVID-19 Pandemic Has Significantly Impacted Worldwide Economic Conditions and Could Have a Material Adverse Effect on Our Operations and Business.

The ongoing COVID-19 pandemic has spread across the globe and has negatively impacted worldwide economic activity, including the global demand for oil and natural gas, and continues to create challenges in our markets.  In addition to measures we have taken voluntarily, the government authorities in our markets have taken actions to mitigate the spread of COVID-19, including travel restrictions, border closings, restrictions on public gatherings, stay-at-home orders and other quarantine and isolation measures. Following the initial outbreak of the virus, we have experienced disruptions in our supply chain, a reduction in demand for certain products, cancellation of rental contracts and difficulty with field employees and salespeople traveling domestically and abroad to conduct our business. COVID-19 continues to pose the risk that we or our employees, contractors, suppliers and customers may be prevented from conducting business activities for an indefinite period of time.  The effort to vaccinate the global population appears to be reducing the effects of COVID-19, but new mutations of the virus and the global unvaccinated population has allowed the continued spread of COVID-19.  COVID-19 and the related mitigation measures have disrupted the Company’s supply chain, resulting in longer lead times in materials available from suppliers and extended the shipping time for these materials to reach the Company’s facilities.  If COVID–19 continues to spread or the response to contain the COVID–19 pandemic is unsuccessful, we could experience a material adverse effect on our business, financial condition, results of operations and liquidity.  Additionally, on September 4, 2021, OSHA issued a previously announced emergency temporary standard (“ETS”) requiring employers with 100 or more employees to require vaccination of their employees or, alternatively, require weekly COVID-19 testing and wearing of face coverings for employees.  The ETS requires that unvaccinated employee wear face masks on the job by December 5, 2021.  By January 4, 2022, employees must be vaccinated or have weekly COVID-19 tests.  Employers must also provide paid time off for employees to get the vaccine.  The ETS is set to face numerous legal challenges, and a federal appeals court has already issued a stay of the ETS, which means it is currently not scheduled to go into effect as planned.  The Company is actively monitoring the status of the ETS and is prepared to comply if needed.

A Decrease in Oil Commodity Price Levels MayIs Likely to Negatively Affect Demand for Our Oil and Gas Products, Which Has and Could Continue to Materially and Adversely Affect Our Results of Operations and LiquidityLiquidity.

Demand for many of our products and the profitability of our operations depend primarily on the level of worldwide oil and gas exploration activity.  Prevailing oil and gas prices, with an emphasis on crude oil prices, and market expectations regarding potential changes in such prices significantly affect the level of worldwide oil and gas exploration activity.  During periods of

5


improved energy commodity prices, the capital spending budgets of oil and natural gas operators tend to expand, which results in increased demand for our customers services leading to increased demand in our products.  Conversely, in periods when these energy commodity prices deteriorate, capital spending budgets of oil and natural gas operators tend to contract and thecausing demand for our products generally weakens.to weaken.  Historically, the markets for oil and gas have been volatile and are subject to wide fluctuationfluctuations in response to changes in the supply of and demand for oil and gas, market uncertainty and a variety of additional factors that are beyond our control.  These factors include the level of consumer demand, supplies of oil and natural gas, regional and international economic conditions, weather conditions, domestic and foreign governmental regulations (including those related to climate change), price and availability of alternative fuels, political conditions, instability and hostilities in the Middle East and other significant oil-producing regions, increases and decreases in the supply of oil and gas, the effect of worldwide energy conservation measures and the ability of OPEC to set and maintain production levels and prices of foreign imports.

UncertaintySustained low oil prices or the failure of oil prices to rise in the European marketsfuture and the resulting downturns or lack of growth in the energy industry and energy‑related business, could have a negative impact on our results of operations and financial condition. In light of the decline in oil prices caused by the COVID-19 pandemic in 2020, oil and gas exploration and production companies experienced a significant reduction in cash flows, which resulted in reductions in their capital spending budgets for oil and gas exploration-focused activities, including seismic data acquisition activities.  Demand for the sale of our seismic products targeted at customers in our Oil and Gas Markets segment, which has historically accounted for the majority of our revenue, significantly declined during fiscal year 2020 and both product sales and rental revenue diminished during the first half of fiscal year 2021 as a result of significant uncertainty in the outlook for oil and gas exploration.  Specifically, we expect these challenging industry

9


conditions to result in decreased demand for our marine wireless nodal products and our land-based seismic products, as the demand for such products has been, and will likely continue to be, vulnerable to downturns in the economy and the oil and gas industry in general.  In addition to the negative effects of slowdowns in the United States economy, slowing economic growth in growing economies like those in China and India could lead to a decline in demand for crude oil and natural gas.  Slowdowns in economic activity would likely reduce worldwide demand for energy and result in an extended period of lower crude oil and natural gas prices.  Any material changes in oil and gas prices or other market trends that adversely impact seismic exploration activity would likely affect the demand for our products and could materially and adversely affect our results of operations and liquidity.

Generally, as exists at present, imbalances in the supply and demand for oil and gas will ordinarily affect oil and gas prices and, in such circumstances, our company willdemand for the Company’s oil and gas products may be adversely affected as now withwhen world supplies exceedingexceed demand.

We Operate in Highly Competitive Markets and Our Competitors May Be Able to Provide Newer or Better Products Than We Are Able to Provide

The markets for most of our products are highly competitive.  Many of our existing and potential competitors have substantially greater marketing, financial and technical resources than we do.  Some competitors currently offer a broader range of instruments and equipment for sale than we do and may offer financing arrangements to customers on terms that we may not be able to match.  In addition, new competitors may enter the market and competition could intensify.  

Revenue from our products may not continue at current volumes or prices if current competitors or new market entrants introduce new products with better features, performance, price or other characteristics than our products.  Competitive pressures or other factors may also result in significant price competition that could have a material adverse effect on our results of operations.

Our Foreign Subsidiaries and Foreign Marketing Efforts Are Subject to Additional Political, Economic, Legal and Other Uncertainties Not Generally Associated with Domestic Operations

Based on customer billing data, revenue to customers outside the United States accounted for approximately 48% of our revenue during fiscal year 2021; however, we believe the percentage of revenue outside the United States is likely higher since many of our products are first delivered to a domestic location and ultimately shipped to a foreign location.  We again expect revenue outside of the United States to represent a substantial portion of our revenue for fiscal year 2022 and subsequent years.

Foreign revenue is subject to special risks inherent in doing business outside of the United States, including the risk of war, terrorist activities, civil disturbances, embargo and government activities, shifting foreign attitudes about conducting business activities with the United States, restrictions of the movement and exchange of funds, inhibitions of our ability to collect accounts receivable or repossess our rental equipment, international sanctions, expropriation and nationalization of our assets or those of our customers, currency fluctuations, devaluations and conversion restrictions, confiscatory taxation or other adverse tax policies and governmental actions that may result in the deprivation of our contractual rights, all of which may disrupt markets or our operations.

A portion of our oil and gas product manufacturing is conducted through our wholly-owned subsidiary Geospace Technologies Eurasia LLC, which is based in the Russian Federation.  Our oil and gas business could be directly affected by political and economic conditions in the Russian Federation, including the current geopolitical instability involving the Russian Federation, Ukraine and Syria.  United States sanctions against Russia have been expanded to preclude the export of oil and gas equipment anywhere in the world that involve persons designated under the sanctions and to include projects in which persons subject to the sanctions have a 33% ownership interest or a majority of voting interests.  Together, these changes make it more difficult for us to support projects that have the potential to produce oil involving Russian energy companies.  Furthermore, if an exporter is unable to determine whether its equipment will be used in such projects, the export is prohibited.  In fiscal year 2021, we imported $1.2 million of products from Geospace Technologies Eurasia LLC for resale elsewhere in the world.  If imports of these products from the Russian Federation are restricted by government regulation, we may be forced to find other sources for the manufacture of these products at potentially higher costs.   Boycotts, protests, unfavorable regulations, additional governmental sanctions and other actions in the region could also adversely affect our ability to operate profitably.  Delays in obtaining governmental approvals can affect our ability to timely deliver our products pursuant to contractual obligations, which could result in us being liable to our customers for damages.  The risk of doing business in the Russian Federation and other economically or politically volatile areas could adversely affect our operations and earnings.

Foreign revenue is also generally subject to the risk of compliance with additional laws, including tariff regulations and import and export restrictions.  International revenue transactions for our products containing hydrophones require prior U.S. government approval in the form of an export license, which may be withheld by the U.S. government based upon factors which we cannot predict.

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We may experience difficulties in connection with future foreign revenue.  Additionally, due to foreign laws and restrictions, should we experience substantial growth in certain foreign markets, for example in the Russian Federation, we may not be able to transfer cash balances to the United States to assist with debt servicing or other obligations.

Increases in Tariffs, Trade Restrictions or Taxes on our Products Could Have an Adverse Impact on our Operations.

In fiscal year 2021, customers outside the United States accounted for approximately 48% of our revenues.  We also purchase a portion of our raw materials from suppliers in China and other foreign countries.  The commerce we conduct in the international marketplace makes us subject to tariffs, trade restrictions and other taxes when the raw materials we purchase, and the products we ship, cross international borders.  Trade tensions between the United States and China, as well as those between the U.S. and Canada, Mexico and other countries have been escalating in recent years.  Trade tensions have led to a series of tariffs imposed by the U.S. on imports from China, as well as retaliatory tariffs imposed by China on imports from the U.S.  If the U.S. and China are able to negotiate the issues to restore a mutually advantageous and fair trading regime, the increased tariffs could be eliminated.  Certain raw materials we purchase from China are subject to these tariffs which has increased our manufacturing costs.  Products we sell into certain foreign markets could also become subject to similar retaliatory tariffs, making the products we sell uncompetitive to similar products not subjected to such import tariffs. Further changes in U.S. trade policies, tariffs, taxes, export restrictions or other trade barriers, or restrictions on raw materials including rare earth minerals, may limit our ability to produce products, increase our manufacturing costs, decrease our profit margins, reduce the competitiveness of our products, or inhibit our ability to sell products or purchase raw materials, which could have a material adverse effect on our business, results of operations or financial conditions.

A Continued General Downturn in the Economy in Future Periods May Adversely Affect Our Business

Economic slowdowns, currently or in the future, in the United States, China or India, could adversely affect our business in ways that we cannot predict.  During times of economic slowdown, our customers may reduce their capital expenditures and defer or cancel pending projects and product orders.  Such developments occur even among customers that are not experiencing financial difficulties. During times of economic slowdowns, some of our customers have (and other customers may have) undergone restructuring or bankruptcy that has or could adversely impact our revenues and profitability. Any economic downturn may adversely affect the demand for oil and gas generally or cause volatility in oil and gas commodity prices and, therefore, adversely affect the demand for delivery of our oil and gas products.  It could also adversely affect the demand for consumer and industrial products, which could in turn adversely affect our Adjacent Markets business segment.  To the extent these factors adversely affect other companies in the industries we serve, there could be an oversupply of products and services and downward pressure on pricing for our products and services, which could adversely affect us.  Additionally, bankruptcies or financial difficulties among our oil and gas customers could reduce our cash flows and adversely impact our liquidity and profitability.  See “The Limited Market for Our Oil and Gas Products Can Affect Our Revenue,” above.

Risks Associated with Our Business Strategy and Operations

Our New Products Require a Substantial Investment by Us in Research and Development Expense and May Not Achieve Market Acceptance

Our outlook and assumptions are based on various macro-economic factors and internal assessments, and actual market conditions could vary materially from those assumed.  In recent years, we have incurred significant expenditures to fund our research and development efforts, and we intend to continue those expenditures in the future.  However, research and development is by its nature speculative, and we cannot assure you that these expenditures will result in the development of new products or services or that any new products and services we have developed recently or may develop in the future will be commercially marketable or profitable to us.  In particular, we have incurred substantial expenditures to develop our landoil and marine wirelessgas nodal seismic data acquisition systems, as well as other seismic products for PRM applications.  In addition, we try to use some of our capabilities to supply products to new adjacent and emerging markets.  We cannot assure you that we will realize our expectations regarding acceptance of and revenue generated by our new products and services in existing or new markets.

The Short TermShort-Term Nature of Our Order Backlog for Sales of Our Oil and Gas Products and Delayed or Canceled Customer Orders May Cause Us to Experience Fluctuations in Quarterly Results of Operations

Historically, the rate of new orders for the sale of our oil and gas products has varied substantially from quarter to quarter.  Moreover, we typically operate, and expect to continue operating, on the basis of orders in-hand for our products before we commence substantial manufacturing “runs.”  The short-term nature of our order backlog for most of our oil and gas products generally does not allow us to predict with any accuracy demand for our products more than approximately three months in advance.  Thus, our ability to replenish orders and the completion of orders, particularly large orders for deep water PRM projects, can significantly impact our operating results and cash flow for any quarter, and results of operations for any one quarter may not be indicative of results of operations for future quarters.


Additionally, customers can delay or even cancel orders and rental contracts before delivery.product delivery occurs.  For larger orders which generally require us to make a substantial capital investment in our inventories or rental fleet, we attempt to negotiate for a non-refundable deposit or cancellation penalties depending on our relationship with the customer.  However, such deposits or penalties, even when obtained, may not fully compensate us for our inventory investment and forgone profits if the order is ultimately cancelled.

These periodic fluctuations in our operating results and the impact of any order delays/cancellations could adversely affect our stock price.

Our Credit Risk Could Increase and We May Incur Bad Debt Write-Offs ifIf Our Customers Continue to Face Difficult Economic Circumstances

We

While we believe that our allowance for bad debts is adequate in light of known circumstances.  However, we cannot assure you thatcircumstances, additional amounts attributable to uncollectible accounts and notes receivable and bad debt write-offs will notmay have a material adverse effect on our future results of operations.  Many of our seismicoil and gas customers are not well capitalized and as a result cannot always pay our invoices when due.  We have in the past incurred write-offs in our accounts and notes receivable due to customer credit problems.  We have found it necessary from time to time to extend trade credit, including promissory notes, to long-term customers and others where some risks of non-payment exist.  With the recent decline in oil prices and a decline in seismic activities around the world, someMany of our seismicoil and gas customers maycontinue to experience significant liquidity difficulties, which increase those credit risks.risks, due to prolonged periods of low crude oil prices.  An increase in the level of bad debts and any deterioration in our credit risk could adversely affect the price of our stock.  In addition,

6


we rent equipment to our oil and gas customers whichwho utilize such equipment in various countries around the world.  If our rentalthese customers experience financial difficulties, it could be difficult or impossible to retrieve our rental equipment from foreign countries.

Our Industry is

The Industries in Which We Operate are Characterized by Rapid Technological Development and Product Obsolescence, Which May Affect Our Ability to Provide Product Enhancements or New Products on a Timely and Cost Effective Basis

Our instruments and equipment are constantly undergoing rapid technological improvement.  Our future success depends on our ability to continue to:

improve our existing product lines,

improve our existing product lines,

address the increasingly sophisticated needs of our customers,

address the increasingly sophisticated needs of our customers,

maintain a reputation for technological leadership,

maintain a reputation for technological leadership,

maintain market acceptance of our products,

maintain market acceptance of our products,

anticipate changes in technology and industry standards,

anticipate changes in technology and industry standards,

respond to technological developments on a timely basis and

respond to technological developments on a timely basis and

develop new markets for our products and capabilities.

develop new markets for our products and capabilities.

Current competitors or new market entrants may develop new technologies, products or standards that could render our products obsolete.  We cannot assure you that we will be successful in developing and marketing, on a timely and cost effective basis, product enhancements or new products that respond to technological developments, that are accepted in the marketplace or that comply with new industry standards.  Additionally, in anticipation of customer product orders, from time to time we acquire substantial quantities of inventories, which if not sold or integrated into products within a reasonable period of time, could become obsolete.  In such case, we would be required to impair the value of such inventories on our balance sheet.

We Operate in Highly Competitive Markets and Our Competitors May Be Able to Provide Newer or Better Products Than We Are Able to Provide

The markets for most of our products are highly competitive.  Many of our existing and potential competitors have substantially greater marketing, financial and technical resources than we do.  Some competitors currently offer a broader range of instruments and equipment for sale than we do and may offer financing arrangements to customers on terms that we may not be able to match.  In addition, new competitors may enter the market and competition could intensify.  As to our non-seismic imaging solutions, we compete with other printing solutions, including inkjet and laser printing technologies, many of which are provided by large companies with significant resources.

We cannot assure you that revenue from our products will continue at current volumes or prices if current competitors or new market entrants introduce new products with better features, performance, price or other characteristics than our products.  Competitive pressures or other factors may also result in significant price competition that could have a material adverse effect on our results of operations.

The Limited Market for Our SeismicOil and Gas Markets and Emerging Markets Products Can Affect Our Revenue in the Seismic Business Segment

In our seismic businessOil and Gas Markets segment, we generally market many of our traditional and wireless products to seismic service contractors.  We estimate that based on published industry sources, fewer than 5030 oil and gas seismic contracting companies are currently operating in countries other than those operating in the Russian Federation and the former Soviet Union, India, the People’s Republic of China and certain Eastern European countries, where seismic data acquisition activitysuch information is difficult to verify.  We estimate that fewer than 2015 seismic contractors are engaged in marine seismic exploration.exploration activities. Due to these market factors, a relatively small number of customers, some of whom are experiencing financial difficulties, account for most of our oil and gas product revenue.  From time to time, these seismic contractors have sought to vertically integrate and acquire our competitors, which has influenced their supplier decisions before and after such transactions.  In addition, consolidation among our customers may further concentrate our business to a limited number of customers and expose us to increased risks related to dependence on a small number of customers.  The loss of a small number of these customers could materially and adversely impact revenue from of our seismic products.  We market our seabed PRM systems products to large oil and gas companies.  Since this product’s introduction in 2002, we have received system orders from three offshore oil and gas operators:  BP, Shell and Statoil,Equinor, which have accounted for a significant portion of our revenue in fiscal year 2014 and prior fiscal years.  We didhave not deliver nor have we received any orders for anylarge-scale seabed PRM systems since 2014.November 2012. In September 2020, we received a request from a major oil and gas producer to propose on the manufacture of a large-scale seabed PRM system.  Under the offered terms and conditions as initially

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presented, we decided not to provide a bid.  In August 2021, we received a revised request from the producer and are in the process of responding to this request.  We believe the potential customer may grant the award in the second quarter of fiscal year 2022. If we are awarded the contract, revenue from this contract will most likely not be recognized until the latter part of fiscal year 2022, if any; fiscal year 2023 and 2024.  Our emerging markets segment primarily sells its products to a small number of agencies within the U.S. government.  The loss of a small number of these customers, and particularly our oil and gas customers, could materially and adversely impact our future revenues.  

We Cannot Be Certain of the Effectiveness of Patent Protection on Our Products

We hold and from time to time apply for certain patents relating to some of our seismic products.  We cannot assure you that our patents will prove enforceable or free of challenge, that any patents will be issued for which we have applied or that competitors will not develop functionally similar technology outside the protection of any patents we have or may obtain.

Our Foreign SubsidiariesStrategy of Renting Our Oil and Foreign Marketing Efforts Are SubjectGas Seismic Products Exposes Us to Additional Political, Economic, LegalRisks Relating to Equipment Recovery, Rental Renewals, Technological Obsolescence and Other Uncertainties Not Generally Associated with Domestic OperationsImpairment of Assets

Based on customer billing data, revenue to customers outside the United States accounted for approximately 35%

Our rental fleet of our revenue during fiscal year 2017; however, we believe the percentage of revenue outside the United States is likely higher since many of our products are first delivered tooil and gas equipment represents a domestic location and ultimately shipped to a foreign location.  We again expect revenue outside of the United States to represent a substantialsignificant portion of our revenueassets and accounts for fiscal year 2018 and subsequent years.

Foreign revenue is subject to special risks inherent in doing business outside of the United States, including the risk of war, terrorist activities, civil disturbances, embargo and government activities, shifting foreign attitudes about conducting business activities with the United States, restrictions of the movement and exchange of funds, inhibitions of our ability to collect accounts receivable, international sanctions, expropriation and nationalization of our assets or those of our customers, currency fluctuations, devaluations and conversion restrictions, confiscatory taxation or other adverse tax policies and governmental actions that may result in the deprivation of our contractual rights, all of which may disrupt markets or our operations.

Aa significant portion of our manufacturing is conducted through our subsidiary Geospace Technologies Eurasia, which is based in the Russian Federation.  Our business could be directly affected by political and economic conditions in the Russian Federation, including the current geopolitical instability involving the Russian Federation, Ukraine and Syria.  United States sanctions against Russia have been expanded to preclude export of seismic equipment anywhere in the world that involve persons designated under the sanctions and to include projects in which persons subject to the sanctions have a 33% ownership interest.  Together, these changes make it more difficult for us to support projects that have the potential to produce oil involving Russian energy companies.  Furthermore, if an exporter is unable to determine whether its seismic equipment will be used in such projects, the export is prohibited.  In fiscal year 2017,revenue.  Equipment we imported $1.4 million of products from Geospace Technologies Eurasia for resale elsewhere in the world.  If imports of these products from the Russian Federation are restricted by government regulation, we may be forced to find other sources for these products at potentially higher costs.   Boycotts, protests, unfavorable regulations, additional governmental sanctions and other actions in the region could also adversely affect our ability to operate profitably.  Delays in obtaining governmental approvals can affect our ability to timely deliver our products pursuant to contractual obligations, which could result in us being liablerent to our customers for damages.is frequently located in foreign countries where retrieval of the equipment after the termination of the rental agreement is difficult or impossible if the customer does not return the equipment.  The riskcosts associated with retrieving this equipment or the loss of doing business in the Russian Federationequipment that is not retrieved could be significant and other economically or politically volatile areas could adversely affect our operations and earnings.

Foreign

The advancement of seismic technology having a significant competitive advantage over the equipment in our rental fleet could have an adverse effect on our ability to profitably rent and/or sell this equipment.  Significant improvements in technology may also require us to record asset impairment charges to write-down the value of our rental fleet investment and to invest significant sums to upgrade or replace our rental fleet with newer equipment demanded by our customers.  In addition, rental contracts may not be renewed for equipment in our rental fleet.  Significant technology improvements by our competitors could have an adverse effect on our results of operations and earnings.

Our equipment rental business has high fixed costs, which primarily consist of depreciation expenses.  In periods of declining rental revenue, these fixed costs generally do not decline.  As a result, any significant decline in rental revenue caused by reduced demand could adversely affect our results of operations.

Our Expansion into the Border and Perimeter Security Market May Not Be Successful

We have not previously operated in the border and perimeter security marketplace prior to our 2018 acquisition of Quantum.  Quantum is also generallya relatively recent entrant into this marketplace, and Quantum was not cash-flow positive when we acquired it.  In fiscal year 2021, we substantially completed our first contract with the Bureau of Customs and Border Patrol (“CBP”).  While we will continue to devote management time and resources, financial and otherwise, to develop our business in this marketplace, our lack of experience in this market makes it difficult to estimate our financial returns from this business.  In addition, some of the customers for this business will be governmental entities and contracting with those entities can be difficult, costly, and unpredictable.  We do not have extensive experience in government contracting, and so we may not win, retain, or perform under such future contracts in a manner that is profitable.  If we are not successful in this emerging market segment, it will negatively impact our financial performance and could negatively impact our reputation and harm our other business segments.

Cybersecurity Breaches and Other Disruptions of Our Information Technology Network and Systems Could Adversely Affect Our Business

We rely on information technology networks and systems, some of which are owned and operated by third parties, to process, transmit and store electronic information.  In particular, we depend on our information technology infrastructure for a variety of functions, including worldwide financial reporting, inventory management, procurement, invoicing and email communications.  Any of these systems may be susceptible to outages due to fire, floods, power loss, telecommunications failures, terrorist attacks and similar events.  Despite the implementation of network security measures, our systems and those of third parties on which we rely may also be vulnerable to computer viruses, break-ins, malware and similar disruptions.  Malware, if surreptitiously installed on our systems and not timely detected and removed, could collect and disclose sensitive information relating to our customers, employees or others, exposing us to legal liability and causing us to suffer reputational damage.  It could also lead to disruptions in critical systems or the corruption or destruction of critical data.  If we are unable to prevent such outages and breaches, these events could damage our reputation and lead to financial losses from remedial actions, loss of business or potential liability.


We Rely on Key Suppliers for Certain Components Used in Our Products

Certain models of our oil and gas marine wireless products require a timing device we purchase from a United States manufacturer.  We currently do not possess the ability to manufacture this component and have 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 us on competitive terms or were unable to supply the component in sufficient quantities to meet our requirements, our ability to compete in the marine wireless marketplace could be impaired, which could adversely affect our financial performance.

For our imaging products, we purchase all of our thermal film from one manufacturer.  Except for the film sold to us by this manufacturer, we know of no other source for thermal film that performs as well in our imaging equipment.  If the manufacturer were to discontinue producing thermal film, were to become unwilling to contract with us on competitive terms or were unable to supply thermal film in sufficient quantities to meet our requirements, our ability to compete in the direct thermal imaging marketplace could be impaired, which could adversely affect our financial performance.

Our Success Depends Upon a Limited Number of Key Personnel

Our success depends on attracting and retaining highly skilled professionals.  A number of our employees are highly skilled engineers and other professionals.  In addition, our success depends to a significant extent upon the abilities and efforts of the members of our senior management team.  If we fail to continue to attract and retain such professionals, our ability to compete in the industry could be adversely affected.

We Have a Minimal Disaster Recovery Program at Our Houston Facilities

Due to its proximity to the Texas Gulf Coast, our facilities in Houston, Texas are annually subject to the riskthreat of compliance with additional laws, including tariff regulationshurricanes, and import and export restrictions.  International revenue transactionsthe aftermath that follows.  Hurricanes may cause, among other types of damage, the loss of electrical power for extended periods of time.  If we lost electrical power at our Pinemont facility, or if a fire or other natural disaster occurred, we would be unable to continue our manufacturing operations during the power outage because we do not own a generator or any other back-up power source large enough to provide for our products containing hydrophones require prior U.S. government approvalmanufacturing power consumption needs.  Additionally, we do not have an alternative manufacturing or operating location in the formUnited States.  Therefore, a significant disruption in our manufacturing operations could materially and adversely affect our business operations during an extended period of a power outage, fire or other natural disaster.  We have a back-up generator to provide power for our information technology operations.  We store our back-up data offsite and we replicate our mission critical data to an export license, which mayalternative cloud-based data center on a real-time basis.  In the event of a major service interruption in our data center, we believe we would be withheld byable to activate our mission critical applications within less than 24 hours.

Our Lack of a Credit Agreement Could Impose Restrictions on Our Business

In October 2021, Frost Bank notified us that they will not be extending our credit agreement upon its expiration in April 2022, and in November 2021 we elected to cancel the U.S. government based upon factors which we cannot predict.

agreement.  We may experience difficultiesare currently in connectionnegotiations with future foreign revenue.  Additionally, due to foreign laws and restrictions, should we experience substantial growth in certain foreign markets,multiple lenders for example in the Russian Federation,a new credit facility arrangement; however, we may not be ablesuccessful in obtaining a newcredit facility or obtaining oneon terms that are favorable to transfer cash balancesus.  The lack of a credit facility could negatively impact our liquidity and could have a material adverse impact on our future operations, financial condition, growth, and other aspects of our business. 

Reliance on Third Party Subcontractors Could Adversely Affect Our Results of Operations and Reputation

We may rely on subcontractors to complete certain projects.  The quality and timing of production and services by our subcontractors is not totally under our control.  Reliance on subcontractors gives us less control over a project and exposes us to significant risks, including late delivery, substandard quality and high costs.  The failure of our subcontractors to deliver quality products or services in a timely manner could adversely affect our profitability and reputation.

The High Fixed Costs of Our Operations Could Adversely Affect Our Results of Operations

We have a high fixed cost structure primarily consisting of (i) depreciation expenses associated with our rental equipment and (ii) fixed manufacturing costs including salaries and benefits, taxes, insurance, maintenance, depreciation and other fixed manufacturing costs.  In regards to our rental equipment, large declines in the demand for rental equipment could result in substantial operating losses due to the United States to assist with debt servicingon-going fixed nature of rental equipment depreciation expense.  Concerning our product manufacturing costs, in periods of low product demand our fixed costs generally do not decline or other obligations.may decline only in modest increments.  Therefore, lower demand for our rental equipment and manufactured products could adversely affect our results of operations.


Legal and Compliance Risks

Our Global Operations Expose Us to Risks Associated with Conducting Business Internationally, Including Failure to Comply with U.S. Laws Which Apply to International Operations, Such as the Foreign Corrupt Practices Act and U.S. Export Control Laws, as wellWell as the Laws of Other Countries

We have offices in Brazil, Colombia, Canada, China, the Russian Federation and the United Kingdom, in addition to our offices in the United States.  In addition to the risks noted above that are inherent in conducting business internationally, we are also liable for compliance with international and U.S. laws and regulations that apply to our international operations.  These laws and regulations include data privacy requirements, labor relations laws, tax laws, anti-competition regulations, import and trade restrictions, export control laws, U.S. laws such as the Foreign Corrupt Practices Act and similar laws in other countries which also prohibit certain payments to governmental officials or certain payments or remunerations to customers.  Many of our products are subject to U.S. export law restrictions that limit the destinations and types of customers to which our products may be sold, or require an export license in connection with revenue transactions outside the United States.  Given the high level of complexity of these laws, there is a risk that some provisions may be inadvertently breached, for example through the negligent or the unauthorized intentional behavior of individual employees, our failure to comply with certain formal documentation requirements or otherwise.  Additionally, we may be held liable for actions taken by our local dealers and partners.  Violations of these laws and regulations could result in fines, criminal sanctions against us, our officers or our employees, and prohibitions on the conduct of our business.  Any such violations could include prohibitions on our ability to offer our products in one or more countries and could materially damage our reputation, our brands, our international expansion efforts, our ability to attract and retain employees, our business and our operating results.

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Our Strategy of Leasing Seismic Products Exposes Us to Additional Risks Relating to Equipment Recovery, Lease Renewals, Technological Obsolescence and Impairment of Assets

Our rental fleet of seismic equipment represents a significant portion of our assets and accounts for a growing portion of our revenue.  Equipment leased by our customers is frequently located in foreign countries where retrieval of the equipment after the termination of the lease is difficult or impossible if the customer does not return the equipment.  The costs associated with retrieving this equipment or the loss of equipment that is not retrieved could be significant and could adversely affect our operations and earnings.

The advancement of seismic technology having a significant competitive advantage over the equipment in our rental fleet could have an adverse effect on our ability to profitably lease and/or sell this equipment.  Significant improvements in technology may also require us to record asset impairment charges to write-down the value of our rental fleet investment and to invest significant sums to upgrade or replace our rental fleet with newer equipment demanded by our customers.  In addition, rental contracts may not be renewed for equipment in our rental fleet, whether or not it has become obsolete.  Significant technology improvements by our competitors could have an adverse effect on our results of operations and earnings.

Our equipment leasing business has high fixed costs, which primarily consist of depreciation expenses.  In periods of declining rental revenue, these fixed costs generally do not decline.  As a result, any significant decline in rental revenue caused by reduced demand could adversely affect our results of operations.

Cybersecurity Breaches and Other Disruptions of Our Information Technology Network and Systems Could Adversely Affect Our Business

We rely on information technology networks and systems, some of which are owned and operated by third parties, to process, transmit and store electronic information.  In particular, we depend on our information technology infrastructure for a variety of functions, including worldwide financial reporting, inventory management, procurement, invoicing and email communications.  Any of these systems may be susceptible to outages due to fire, floods, power loss, telecommunications failures, terrorist attacks and similar events.  Despite the implementation of network security measures, our systems and those of third parties on which we rely may also be vulnerable to computer viruses, break-ins, malware and similar disruptions.  Malware, if surreptitiously installed on our systems and not timely detected and removed, could collect and disclose sensitive information relating to our customers, employees or others, exposing us to legal liability and causing us to suffer reputational damage.  It could also lead to disruptions in critical systems or the corruption or destruction of critical data.  If we are unable to prevent such outages and breaches, these events could damage our reputation and lead to financial losses from remedial actions, loss of business or potential liability.

Because We Have No Plans to Pay Any Dividends for the Foreseeable Future, Investors Must Look Solely to Stock Appreciation for a Return on Their Investment in Us

We have not paid cash dividends on our common stock since our incorporation and do not anticipate paying any cash dividends in the foreseeable future.  We currently intend to retain any future earnings to support our operations and growth.  Any payment of cash dividends in the future will be dependent on the amount of funds legally available, our financial condition, capital requirements, loan covenants and other factors that our Board of Directors may deem relevant.  Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

We Have a Relatively Small Public Float, and Our Stock Price May be Volatile

At September 30, 2021, we have approximately 12.4 million shares outstanding held by non-affiliates.  This limited number of shares outstanding results in a relatively limited market for our common stock.  Our daily trading volume for the year ended September 30, 2021 averaged approximately 64,000 shares.  Our small float and daily trading volumes have in the past caused, and may in the future result in, significant volatility in our stock price.

Financial and Accounting Risks

Unfavorable Currency Exchange Rate Fluctuations Could Adversely Affect Our Results of Operations

Substantially all of our third-party revenue from the United States is invoiced in U.S. dollars, though from time to time we may invoice revenue transactions in foreign currencies including intercompany sales.  As a result, we may be subject to foreign currency fluctuations on our revenue.  The reporting currency for our financial statements is the U.S. dollar.  However, the assets, liabilities, revenue and costs of our Russian, Canadian and United Kingdom subsidiaries and our Brazilian, Chinese and Colombian branch offices are denominated in currencies other than U.S. dollars.  To prepare our consolidated financial statements, we must translate those assets, liabilities, revenue and expenses into U.S. dollars at then-applicable exchange rates.  Consequently, increases and decreases in the value of the U.S. dollar versus these other currencies will affect the amount of these items in our consolidated financial statements, even if their value has not changed in their original currency.  These translations could result in significant changes to our results of operations from period to period.  For the fiscal year ended September 30, 2017,2021, approximately 22.2%6% of our consolidated revenue related to the operations of our foreign subsidiaries and branches.

We Have a Relatively Small Public Float, and Our Stock Price May be Volatile

At September 30, 2017, we have approximately 13.0 million shares outstanding held by non-affiliates.  This small float results in a relatively limited market for our common stock.  Our daily trading volume for the year ended September 30, 2017

915


averaged approximately 52,000 shares.  Our small float and daily trading volumes have in the past caused, and may in the future result in, significant volatility in our stock price.

We Rely on Key Suppliers for Certain Components Used in Our Products

We no longer manufacture thermal film and now purchase all of our thermal film from a European manufacturer.  Except for the film sold to us by this manufacturer, we know of no other source for thermal film that performs as well in our imaging equipment.  If the European manufacturer were to discontinue producing thermal film, were to become unwilling to contract with us on competitive terms or were unable to supply thermal film in sufficient quantities to meet our requirements, our ability to compete in the direct thermal imaging marketplace could be impaired, which could adversely affect our financial performance.

Certain models of our marine wireless products require a timing device we purchase from a United States manufacturer.  We currently do not possess the ability to manufacture this component and have no other source for this device.  If this manufacturer were to discontinue its production of this timing device, were to become unwilling to contract with us on competitive terms or were unable to supply the component in sufficient quantities to meet our requirements, our ability to compete in the marine wireless marketplace could be impaired, which could adversely affect our financial performance.

Our Success Depends Upon a Limited Number of Key Personnel

Our success depends on attracting and retaining highly skilled professionals.  A number of our employees are highly skilled engineers and other professionals.  In addition, our success depends to a significant extent upon the abilities and efforts of the members of our senior management team.  If we fail to continue to attract and retain such professionals, our ability to compete in the industry could be adversely affected.

A Continued General Downturn in the Economy in Future Periods May Adversely Affect Our Business

Uncertainty in the European markets and slowing growth in China and India and any other economic slowdown in future periods, could adversely affect our business in ways that we cannot predict.  During times of economic slowdown, our customers may reduce their capital expenditures and defer or cancel pending projects and product orders.  Such developments occur even among customers that are not experiencing financial difficulties.  Any economic downturn may adversely affect the demand for oil and gas generally or cause volatility in oil and gas commodity prices and, therefore, adversely affect the demand for delivery of our products to the oil and gas industry.  It could also adversely affect the demand for consumer and industrial products, which could in turn adversely affect our non-seismic business segment.  To the extent these factors adversely affect other seismic companies in the industry, there could be an oversupply of products and services and downward pressure on pricing for seismic products and services, which could adversely affect us.  Additionally, bankruptcies or financial difficulties among our customers could reduce our cash flows and adversely impact our liquidity and profitability.  See “The Limited Market for Our Seismic Products Can Affect Our Revenue in the Seismic Business Segment,” above.

We Have a Minimal Disaster Recovery Program at Our Houston Facilities

Due to its proximity to the Texas Gulf Coast, our facilities in Houston, Texas are annually subject to the threat of hurricanes, and the aftermath that follows.  Hurricanes may cause, among other types of damage, the loss of electrical power for extended periods of time.  If we lost electrical power at our Pinemont facility, or if a fire or other natural disaster occurred, we would be unable to continue our manufacturing operations during the power outage because we do not own a generator or any other back-up power source large enough to provide for our manufacturing power consumption needs.  Additionally, we do not have an alternative manufacturing or operating location in the United States.  Therefore, a significant disruption in our manufacturing operations could materially and adversely affect our business operations during an extended period of a power outage, fire or other natural disaster.  We have a back-up generator to provide power for our information technology operations.  We store our back-up data offsite and we replicate our mission critical data to an alternative cloud-based data center on a real-time basis.  In the event of a major service interruption in our data center, we believe we would be able to activate our mission critical applications within less than 24 hours.

Our Credit Agreement Imposes Restrictions on Our Business

We and several of our subsidiaries are parties to a credit agreement with a bank.  Amounts available for borrowing under the credit agreement are determined by a borrowing base, which is determined based upon the book value of certain of our assets.  The credit agreement limits the incurrence of additional indebtedness, requires the maintenance of a single financial ratio that compares certain of our and our U.S. subsidiaries’ assets to certain of our liabilities, restricts our and our U.S. subsidiaries’ ability to pay cash dividends and contains other covenants customary in agreements of this type.  Our ability to comply with these restrictions may be affected by events beyond our control, including, but not limited to, prevailing economic, financial and industry conditions and continuing declines in our product revenue.  The breach of any of these covenants or restrictions, as well as any failure to make a

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payment of interest or principal when due, could result in a default under the credit agreement.  Such a default would permit our lender to declare any amounts borrowed from it to be due and payable, together with accrued and unpaid interest, and the ability to borrow under the credit agreement could be terminated.  If we are unable to repay any debts owed to our lender, the lender could proceed against the collateral securing that debt.  While we intend to seek alternative sources of cash in such a situation, there is no guarantee that any alternative cash source would be available or would be available on terms favorable to us.

Reliance on Third Party Subcontractors Could Adversely Affect Our Results of Operations and Reputation

We may rely on subcontractors to complete certain projects.  The quality and timing of production and services by our subcontractors is not totally under our control.  Reliance on subcontractors gives us less control over a project and exposes us to significant risks, including late delivery, substandard quality and high costs.  The failure of our subcontractors to deliver quality products or services in a timely manner could adversely affect our profitability and reputation.

The High Fixed Costs of Our Operations Could Adversely Affect Our Results of Operations

We have a high fixed cost structure primarily consisting of (i) depreciation expenses associated with our rental equipment and (ii) fixed manufacturing costs including salaries and benefits, taxes, insurance, maintenance, depreciation and other fixed manufacturing costs.  In regards to our rental equipment, large declines in the demand for rental equipment could result in substantial operating losses due to the on-going nature of rental equipment depreciation expense.  Concerning our product manufacturing costs, in periods of low product demand our fixed costs generally do not decline or may decline only in modest increments.  Therefore lower demand for our rental equipment and manufactured products could adversely affect our results of operations.

Our Long-Lived Assets May be Subject to Impairment

We periodically assess our long-lived assets for impairment.  Significant sustained future decreases in crude oil and natural gas prices may require us to write down the value of theseour long-lived assets in our Oil and Gas Markets business segment, including our manufacturing facilities, manufacturing equipment and rental equipment if future cash flows anticipated to be generated from the relatedthese assets fall below the asset’s net book value.  Furthermore, we may be required to write down the value of goodwill and/or other intangible assets if our acquisition of Quantum, the OptoSeis® fiber optic sensing technology or Aquana does not generate sufficient cash flows to recover the carrying value of such assets.  If we are forced to write down the value of our long-lived assets, these noncash asset impairments could adversely affect our results of operations.

Our Use

Increased or Inaccurate Estimation of Percentage-of-Completion Method of AccountingContingent Earn-Out Liabilities Could Result in VolatilityIncreased Charge-Offs or Losses and Defaults Under Our Credit Agreement

As further discussed below, we have contingent earn-out liabilities associated with our acquisitions of Quantum and OptoSeis®. We have utilized the services of an independent valuation consultant to assist us with the estimation of the contingent earn-out liability in Our Resultseach case.  We expect to continue to utilize similar consulting services to help us estimate the contingent earn-out liability in future periods.  If we, or our independent valuation consultant, have incorrectly estimated such potential earn-out liability or if such estimates prove to be inaccurate due to the inherent unpredictability of Operations

We recognizethe size, scope, and occurrence of the contracts that might be subject to such earn-outs, and we are required to pay an amount of consideration in excess of our estimate, we may incur increased charges to our consolidated statement of operations associated with that increased liability.  If we receive substantial revenue from Quantum or OptoSeis®and profitsif such revenue is subject to the applicable earn-out, the attendant increase in contingent liability could also be substantial.  Further, in certain instances, if the increases in contingent earn-out liability are of a large enough magnitude, they may cause us to default on certain PRM systems using the percentage-of-completion method of accounting.  Although we currently have no orders in hand that will require us to utilize the percentage-of-completion method of accounting, we anticipate that such contracts will again occur in the future although we can give no assurances in this regard.  This accounting method requires us to estimate contract costs and the profitability of our long-term contracts.  While such estimates may be reasonably reliable when made, these estimates can change as a result of uncertainties associated with these types of contracts.  Accordingly, we review the contract price and cost estimates periodically as our manufacturing efforts progress, and the cumulative impact of any periodic revisions to the contract price or cost estimates will be reflected in the period in which these changes become known, including, to the extent required, the recognition of losses at the time such losses are known and estimable, and such losses could be material.  In addition, change orders can increase (sometimes substantially) the future scope and cost of a job.  Therefore, change order awards (although frequently beneficial in the long-term) can have the short-term effect of reducing the contract’s percentage-of-completion and, thus, the revenue and profits that otherwise would be recognized to date.

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We have concluded that certain of our previously issued financial statements should not be relied upon and are restating certain of our previously issued financial statement, which may lead to, among other things, loss of investor confidence, negative impact on our stock price and certain other risks.

As discussed in the Explanatory Note to this Annual Report on Form 10-K and Item 8, “Financial Statements and Supplementary Data”, including Notes 21and 22 of the notes to the Consolidated Financial Statements, on November 16, 2017 our Audit Committee concluded that our audited consolidated financial statements for the fiscal years ended September 30, 2016 and 2015, and the unaudited consolidated financial statements for quarters ended December 31, 2016, March 31, 2017 and June 30, 2017 should no longer be relied upon because of an accounting error. The determination that the applicable financial statements should no longer be relied upon and that certain financial statements would be restated was made following the identification of financial statement misstatements relating to classification of inventories as noncurrent assets. We have determined that a portion of our inventories at September 30, 2016 and 2015 should have been classified as non-current assets, as all inventories were not reasonably expected to be realized in cash, sold or consumed during our next operating cycle, and have corrected this error with restated consolidated balance sheets as of September 30, 2016 and 2015 and as of December 31, 2016, March 31, 2017 and June 30, 2017 in this Annual Report on Form 10-K.  Although the restatement does not affect previously reported total assets, total liabilities, revenues, net loss, loss per share, or cash flows, the restatement makes us subject to additional risks and uncertainties, including unanticipated costs for accounting and legal fees.  Such events may also cause a diversion of our management’s time and attention away from key projects. The restatement, or additional restatements in the future, may lead to a loss of investor confidence and declines in the trading price of our securities.

We have identified a material weaknesscovenants in our internal control over financial reporting,credit agreement.  These increased losses, potential defaults, and this or other material weaknesses, or inadequate remediation measures, could impair our ability to report accurate financial information in a timely manner, whichnegative repercussions from such increased liability could adversely affect our businessfinancial performance and results of operations.

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).  As disclosed in Item 9A. “Controls and Procedures”, our management identified a material weakness relating to the error in our classification of current assets with respect to inventories. 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 a result of this material weakness, our management concluded that our internal control over financial reporting was not effective as of September 30, 2016 and September 30, 2017, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013).  If our remedial measures are insufficient to address the material weakness, or if additional material weaknesses or significant deficiencies in our internal control are discovered or occur in the future, our consolidated financial statements may contain material misstatements and may not be available in a timely manner and we could be required to restate our financial statements which could lead to substantial additional costs for accounting and legal fees.

Should We Fail to Maintain an Effective System of Internal Control Over Financial Reporting, We May Not Be Able to Accurately Report Our Financial Results and Prevent Material Fraud, Which Could Adversely Affect the Value of Our Common Stock

Effective internal control over financial reporting is necessary for us to provide reliable financial reports and effectively prevent and detect material fraud.  If we cannot provide reliable financial reports or prevent or detect material fraud, our operating results could be misstated.  There can be no assurances that we will be able to prevent control deficiencies from occurring and which could cause us to incur unforeseen costs, negatively impact our results of operations, cause the market price of our common stock to decline, or have other potential adverse consequences.

Item 1B. Unresolved Staff Comments

None.

 

 

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Item 2. PropertiesProperties

As of September 30, 2017,2021, our operations included the following locations:

 

Location

Owned/Leased

Approximate

Square

Footage/Acreage

Use

Segment

Houston, Texas

Owned

387,000

See Note 1 below

Seismic and non-seismic

Houston, Texas

Owned

77,000

See Note 2 below

Corporate

Houston, Texas

Owned

30,000

See Note 3 below

Seismic

Houston, Texas

Owned

17.3 acres

See Note 4 below

Seismic

Ufa, Bashkortostan, Russia

Owned

120,000

Manufacturing, sales and service

Seismic

Calgary, Alberta, Canada

Owned

45,000

Manufacturing, sales and service

Seismic and non-seismic

Luton, Bedfordshire,

   England

Owned

8,000

Sales and service

Non-seismic

Beijing, China

Leased

1,000

Sales and service

Seismic

Bogotá, Colombia

Owned

19,000

Sales and service

Seismic

Location

 

Owned/Leased

 

Approximate

Square

Footage/Acreage

 

 

Use

 

Segment          (see notes below)

Houston, Texas

 

Owned

 

 

387,000

 

 

See Note 1 below

 

6 and 7

Houston, Texas

 

Owned

 

 

30,000

 

 

See Note 2 below

 

6

Houston, Texas

 

Owned

 

17.3 acres

 

 

See Note 3 below

 

6

Austin, Texas

 

Leased

 

 

9,000

 

 

See Note 4 below

 

6

Melborne, Florida

 

Leased

 

 

7,000

 

 

See Note 5 below

 

8

Ufa, Bashkortostan, Russia

 

Owned

 

 

120,000

 

 

Manufacturing, sales and service

 

6

Calgary, Alberta, Canada

 

Owned

 

 

45,000

 

 

Manufacturing, sales and service

 

6 and 7

Luton, Bedfordshire, England

 

Owned

 

 

8,000

 

 

Sales and service

 

7

Beijing, China

 

Leased

 

 

1,000

 

 

Sales and service

 

6

Bogotá, Colombia

 

Owned

 

 

19,000

 

 

Sales and service

 

6

 

 

(1)

This property is located at 7007 Pinemont Drive in Houston, Texas (the “Pinemont Facility”).  The Pinemont Facility contains substantially all manufacturing activities and all engineering, selling, marketing and administrative activities for us in the United States.  The Pinemont Facility also serves as our international corporate headquarters.

 

(2)

This property is located at 7334 N. Gessner in Houston, Texas.  The property previously contained a manufacturing operation and certain support functions.  The property is currently leased to a tenant under a lease agreement which expires in July 2020.

(3)

This property is located at 6410 Langfield Road in Houston, Texas.  This facility provides additional warehousing and testingmaintenance and repair capacity for our manufacturingmarine rental equipment operations.

 

(4)(3)

This property is located adjacent to the Pinemont Facility.  It is currently being used as additional parking for the Pinemont Facility and legacy structures are being used to support our manufacturing and warehousing operations.  

(4)

This property is located at 8701 Cross Park Drive, Suite 100, in Austin, Texas.  This facility contains substantially all of our fiber optic sensing operations.  

(5)

This property is located at 5700 N. Harbor City Blvd., Suite 100, in Melbourne, Florida.  This facility contains all the operations of Quantum.

(6)

Oil and Gas Markets.

(7)

Adjacent Markets

(8)

Emerging Markets

 

 

We are involved in various pending legal actions in the ordinary course of our business.  Management is unable to predict the ultimate outcome of these actions, because of the inherent uncertainty of litigation.  However, management believes that the most probable, ultimate resolution of currently pending matters will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.

 

 

Item 4. Mine Safety Disclosures

None.

 

1317


PART II

 

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Stock Performance Graph

The following graph compares the performance of the Company’s common stock with the performance of the Russell 2000 index and the Standard & Poor’s Oil & Gas Equipment and Services index as of each of the dates indicated.

The graph assumes $100 invested on September 30, 2012 (a) in the Company’s common stock, (b) in the stocks comprising the Russell 2000 index on that day and (c) in the stocks comprising the Standard & Poor’s Oil & Gas Equipment and Services index on that day.  Reinvestment of all dividends on stocks comprising the two indices is assumed.  The foregoing graphs are based on historical data and are not necessarily indicative of future performance.  These graphs shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulations 14A or 14C under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or to the liabilities of Section 18 of the Exchange Act.

Holders of Record

Our common stock is traded on The NASDAQ Global Select Market under the symbol “GEOS”.  On November 15, 2017,October 29, 2021, there were approximately 123137 holders of record of our common stock, and the closing price per share on such date was $15.08$9.51 as quoted by The NASDAQ Global Select Market.

14


Market Information for Common Stock

The following table shows the high and low per share sales prices for our common stock reported on The NASDAQ Global Select Market.

 

Year Ended September 30, 2017:

 

Low

 

 

High

 

Year Ended September 30, 2021:

 

Low

 

 

High

 

Fourth Quarter

 

$

13.08

 

 

$

17.99

 

 

$

7.78

 

 

$

10.94

 

Third Quarter

 

 

13.59

 

 

 

17.04

 

 

 

7.30

 

 

 

9.36

 

Second Quarter

 

 

13.80

 

 

 

24.37

 

 

 

8.15

 

 

 

12.40

 

First Quarter

 

 

16.77

 

 

 

23.20

 

 

 

5.02

 

 

 

10.29

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended September 30, 2016:

 

 

 

 

 

 

 

 

Year Ended September 30, 2020:

 

 

 

 

 

 

 

 

Fourth Quarter

 

$

14.51

 

 

$

19.96

 

 

$

5.64

 

 

$

8.15

 

Third Quarter

 

 

11.82

 

 

 

19.92

 

 

 

5.00

 

 

 

9.57

 

Second Quarter

 

 

7.62

 

 

 

14.69

 

 

 

4.61

 

 

 

16.96

 

First Quarter

 

 

10.16

 

 

 

18.91

 

 

 

13.18

 

 

 

17.66

 

 

Dividends

Since our initial public offering in 1997, we have not paid dividends, and we do not intend to pay cash dividends on our common stock in the foreseeable future.  We presently intend to retain our earnings for use in our business, with any future decision to pay cash dividends dependent upon our growth, profitability, financial condition and other factors our Board of Directors may deem relevant.  Our existing credit agreement also has covenants that restrict our ability to pay dividends.  For a discussion of our credit agreement, see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” contained in this Annual Report on Form 10-K.

Securities Authorized for Issuance under Equity Compensation Plans

The following equity plan information is provided as of September 30, 2017:2021:

Equity Compensation Plan Information

 

Plan Category

 

Number of Securities

to be Issued upon

Exercise of

Outstanding Options,

Warrants and Rights

(a)

 

 

Weighted-average

Exercise Price of

Outstanding Options,

Warrants and Rights

(b)

 

 

Number of Securities

Remaining Available

for Future Issuance

Under Equity

Compensation Plans

(Excluding Securities

Reflected in Column

(a)) (c)

 

 

Number of Securities

to be Issued upon

Exercise of

Outstanding Options,

Warrants and Rights

(a)

 

 

Weighted-average

Exercise Price of

Outstanding Options,

Warrants and Rights

(b)

 

 

Number of Securities

Remaining Available

for Future Issuance

Under Equity

Compensation Plans

(Excluding Securities

Reflected in Column

(a)) (c)

 

 

(In shares)

 

 

(In dollars per share)

 

 

(In shares)

 

 

(In shares)

 

 

(In dollars per share)

 

 

(In shares)

 

Equity Compensation Plans Approved

by Security Holders (1)

 

 

201,800

 

 

$

17.47

 

 

 

923,175

 

 

 

338,174

 

 

21.42 (2)

 

 

 

1,653,236

 

Equity Compensation Plans Not Approved

by Security Holders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

201,800

 

 

$

17.47

 

 

 

923,175

 

 

 

338,174

 

 

21.42 (2)

 

 

 

1,653,236

 

 

 

(1)

The number of securities shown in column (c) represents number of securities remaining available for issuance under the Company’s 2014 Long Term Incentive Plan, as amended (the “2014 Plan”), which was approved by the Board and shareholders in February 2014..  The 2014 Plan allows for the issuance of restricted stock awards, performance stock awards, performance stock unit awards, restricted stock unit awards (the foregoing, “Full Value Awards”), stock options and stock appreciation rights.  For purposes of calculating the number of securities remaining

18


under the 2014 Plan in column (c), Full Value Awards are counted as 1.5 shares for each share awarded.  The number of securities shown in column (a) of the table above represents the 120,60038,800 stock options and 299,374 restricted stock unit awards outstanding under the 2014 Plan (including 51,300 nonqualifiedPlan.

(2)

The calculation of the weighted-average exercise price of outstanding options, warrants and rights excludes restricted stock options granted under the 2014 Plan in the fiscal year ended September 30, 2017) and 81,200 stock options outstanding under the 1997 Key Employee Stock Option Plan.unit awards.

Recent Sales of Unregistered Securities and Use of Proceeds

None.

15


Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

 

Item 6. Selected Financial Data

The following table sets forth certain selected historical financial data on a consolidated basis.  We have derivedprovides information with respect to purchases of common stock of the selected consolidated financial information as ofCompany made during the three months ended September 30, 2017, 2016 and 2015 and for fiscal years 2017, 2016 and 2015 from our audited consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K.  We have derived the selected consolidated financial information as of September 30, 2014 and 2013 and for fiscal years 2014 and 2013 from audited consolidated information not included herein.  The selected consolidated financial data should be read in conjunction with “Management’s2021:

Period

Total Number of Shares Purchased (1)

 

Average Price Paid per Share

 

Total Number of Shares Purchased as Part of Publicly Announced Program

 

Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (1)

 

July 1, 2021 through July 31, 2021

 

112,754

 

$

8.46

 

 

112,754

 

$

452,417

 

August 1, 2021 through August 31, 2021

 

107,793

 

 

9.67

 

 

107,793

 

 

1,904,279

 

September 1, 2021 through September 30, 2021

 

124,883

 

 

9.63

 

 

124,883

 

 

694,956

 

(1)

On November 19, 2020, the Company announced that its board of directors authorized a stock buy-back program which authorized the Company to repurchase up to $5 million of its common stock in open market transactions.  On August 5, 2021, the board of directors increased the repurchase limit under the program to $7.5 million.  Common stock repurchases will be made in accordance with applicable federal securities laws, and could include repurchases pursuant to Rule 10b5-1 trading plans, which allows stock repurchases when the Company might otherwise be precluded from doing so. The repurchase program has no time limit, does not obligate the Company to acquire a specified number of shares and may be modified, suspended or discontinued at any time at the Company’s discretion.

19


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 and our consolidated financial statements beginning on page F-1 of this Annual Report on Form 10-K.

 

 

YEAR ENDED SEPTEMBER 30,

 

 

 

2017

 

 

2016

 

 

2015

 

 

2014

 

 

2013

 

 

 

(in thousands, except share and per share amounts)

 

Statement of Operations Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

73,721

 

 

$

62,060

 

 

$

84,867

 

 

$

236,912

 

 

$

300,607

 

Cost of revenue

 

 

94,404

 

 

 

81,423

 

 

 

96,067

 

 

 

140,453

 

 

 

160,846

 

Gross profit (loss)

 

 

(20,683

)

 

 

(19,363

)

 

 

(11,200

)

 

 

96,459

 

 

 

139,761

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

20,238

 

 

 

21,533

 

 

 

22,671

 

 

 

25,291

 

 

 

23,383

 

Research and development

 

 

13,782

 

 

 

13,851

 

 

 

14,694

 

 

 

16,536

 

 

 

14,694

 

Goodwill impairment

 

 

 

 

 

 

 

 

1,843

 

 

 

 

 

 

 

Bad debt expense (recovery)

 

 

(380

)

 

 

763

 

 

 

2,147

 

 

 

833

 

 

 

457

 

Total operating expenses

 

 

33,640

 

 

 

36,147

 

 

 

41,355

 

 

 

42,660

 

 

 

38,534

 

Income (loss) from operations

 

 

(54,323

)

 

 

(55,510

)

 

 

(52,555

)

 

 

53,799

 

 

 

101,227

 

Other income (expense), net

 

 

215

 

 

 

177

 

 

 

2,721

 

 

 

(256

)

 

 

(134

)

Income (loss) before income taxes

 

 

(54,108

)

 

 

(55,333

)

 

 

(49,834

)

 

 

53,543

 

 

 

101,093

 

Income tax expense (benefit)

 

 

2,683

 

 

 

(9,363

)

 

 

(17,193

)

 

 

16,632

 

 

 

31,536

 

Net income (loss)

 

$

(56,791

)

 

$

(45,970

)

 

$

(32,641

)

 

$

36,911

 

 

$

69,557

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(4.32

)

 

$

(3.52

)

 

$

(2.51

)

 

$

2.82

 

 

$

5.40

 

Diluted

 

$

(4.32

)

 

$

(3.52

)

 

$

(2.51

)

 

$

2.81

 

 

$

5.38

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

13,134,071

 

 

 

13,044,875

 

 

 

12,996,958

 

 

 

12,950,958

 

 

 

12,886,372

 

Diluted

 

 

13,134,071

 

 

 

13,044,875

 

 

 

12,996,958

 

 

 

12,997,009

 

 

 

12,938,661

 

Other Financial Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization expenses

 

$

17,766

 

 

$

19,914

 

 

$

19,547

 

 

$

17,774

 

 

$

12,229

 

Impairment of long-lived assets

 

 

5,331

 

 

 

1,814

 

 

 

 

 

 

 

 

 

 

Inventory obsolescence expense

 

 

21,472

 

 

 

11,212

 

 

 

3,887

 

 

 

2,617

 

 

 

187

 

Stock-based compensation expense

 

 

5,732

 

 

 

5,220

 

 

 

4,539

 

 

 

4,119

 

 

 

544

 

Capital expenditures

 

 

1,632

 

 

 

2,369

 

 

 

6,162

 

 

 

33,511

 

 

 

41,659

 

 

 

AS OF SEPTEMBER 30,

 

 

 

2017

 

 

2016

 

 

2015

 

 

2014

 

 

2013

 

 

 

(in thousands)

 

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

205,696

 

 

$

254,772

 

 

$

303,592

 

 

$

354,986

 

 

$

327,225

 

Long-term debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

931

 

Stockholder’s equity

 

 

195,154

 

 

 

244,467

 

 

 

289,624

 

 

 

329,258

 

 

 

289,058

 

We did not declare or pay any cash dividends during any of the periods noted in the above tables.

16


Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is management’s discussion and analysis of the major elements of our consolidated financial statements.  You should read this discussion and analysis together with our consolidated financial statements, including the accompanying notes, and other detailed information appearing elsewhere in this Annual Report on Form 10-K, including under the heading “Risk Factors.”  The discussion of our financial condition and results of operations includes various forward-looking statements about our markets, the demand for our products and services and our future plans and results.  These statements are based on assumptions that we consider to be reasonable, but that could prove to be incorrect.  For more information regarding our assumptions, you should refer to the section entitled “Cautionary Note Regarding Forward-Looking Statements and Assumptions” below.

Cautionary Note Regarding Forward-Looking Statements and Assumptions

This Annual Report on Form 10-K and the documents incorporated by reference herein, if any, contain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  These forward-looking statements can be identified by terminology such as “may”, “will”, “should”, “intend”, “expect”, “plan”, “budget”, “forecast”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue”, “evaluating” or similar words.  Statements that contain these words should be read carefully because they discuss our future expectations, contain projections of our future results of operations or of our financial position or state other forward-looking information.  Examples of forward-looking statements include, among others, statements that we make regarding our expected operating results, the results and success of our transaction with Aquana, LLC, future demand for our Quantum security solutions, the adoption and sale of our products in various geographic regions, potential tenders for PRM systems, future demand for OBX systems, the completion of new orders for our channels of our GCL system, the fulfillment of customer payment obligations, the impact of and the recovery from the impact of the coronavirus (or COVID-19) pandemic, the Company’s ability to manage changes and the continued health or availability of management personnel, volatility and direction of oil prices, anticipated levels of capital expenditures and the sources of funding therefore,therefor, and our strategy for growth, product development, market position, financial results and the provision of accounting reserves.  These forward-looking statements reflect our current judgment about future events and trends based on the information currently available to us.  However, there will likely be events in the future that we are not able to predict or control.  The factors listed under the caption “Risk Factors”, as well as cautionary language in this Annual Report on Form 10-K, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements.  Such examples include, but are not limited to, the failure of the Quantum or OptoSeis® or Aquana technology transactions to yield positive operating results, decreases in commodity price levels and continued adverse impact of COVID-19 which could reduce demand for our products, the failure of our products to achieve market acceptance despite(despite substantial investment by us,us) our sensitivity to short term backlog, delayed or cancelled customer orders, product obsolescence resulting from poor industry conditions or new technologies, bad debt write-offs associated with customer accounts, and any negative impact frominability to collect on promissory notes, lack of further orders for our restatementOBX systems, failure of our financial statements regarding current assets.Quantum products to be adopted by the border and perimeter security market, or a decrease in such market due to governmental changes, and infringement or failure to protect intellectual property.  The occurrence of the events described in these risk factors and elsewhere in this Annual Report on Form 10-K could have a material adverse effect on our business, results of operations and financial position, and actual events and results of operations may vary materially from our current expectations.  We assume no obligation to revise or update any forward-looking statement, whether written or oral, that we may make from time to time, whether as a result of new information, future developments or otherwise.otherwise, except as required by applicable securities laws and regulations.

Background

We design and manufacture seismic instruments and equipment used byand primarily market these products to the oil and gas industry to acquire seismic data in order to locate, characterize and monitor hydrocarbon producing reservoirs.  The CompanyWe also designsmarket our seismic products to other industries for vibration monitoring, border and manufacturesperimeter security and various geotechnical applications.  We design and manufacture other products of a non-seismic nature, including water meter products, including industrial productsimaging equipment, offshore cables and imaging equipment.provide contract manufacturing services.  See the information under the heading “Business” in this Annual Report on Form 10-K.

Consolidated Results of Operations

As we have reported in the past, our revenue and operating profits have varied significantly from quarter-to-quarter, and even year-to-year, and are expected to continue that trend in the future, especially when our quarterly or annual financial results are impacted by the presence or absence of relatively large, but somewhat erratic, shipmentssales of permanent seabed reservoir monitoringour oil and gas PRM systems and/or wireless seismic data acquisition systems for land and marine applications.

20


We report and evaluate financial information for twothree segments: SeismicOil and Non-Seismic.Gas Markets, Adjacent Markets and Emerging Markets.   Summary financial data by business segment follows (in thousands):

17


 

 

YEAR ENDED SEPTEMBER 30,

 

 

YEAR ENDED SEPTEMBER 30,

 

 

2017

 

 

2016

 

 

2015

 

 

2021

 

 

2020

 

Seismic

 

 

 

 

 

 

 

 

 

 

 

 

Oil and Gas Markets

 

 

 

 

 

 

 

 

Traditional exploration product revenue

 

$

14,756

 

 

$

13,298

 

 

$

30,083

 

 

$

4,518

 

 

$

6,653

 

Wireless exploration product revenue

 

 

29,690

 

 

 

18,400

 

 

 

25,070

 

 

 

45,751

 

 

 

54,072

 

Reservoir product revenue

 

 

2,663

 

 

 

2,094

 

 

 

5,412

 

 

 

1,983

 

 

 

936

 

Total revenue

 

 

47,109

 

 

 

33,792

 

 

 

60,565

 

 

 

52,252

 

 

 

61,661

 

Operating loss

 

 

(46,902

)

 

 

(47,690

)

 

 

(42,732

)

 

 

(16,229

)

 

 

(2,139

)

Non-Seismic

 

 

 

 

 

 

 

 

 

 

 

 

Adjacent Markets

 

 

 

 

 

 

 

 

Industrial product revenue

 

 

14,420

 

 

 

16,223

 

 

 

11,965

 

 

 

21,335

 

 

 

15,622

 

Imaging product revenue

 

 

11,607

 

 

 

11,485

 

 

 

11,793

 

 

 

11,084

 

 

 

9,818

 

Total revenue

 

 

26,027

 

 

 

27,708

 

 

 

23,758

 

 

 

32,419

 

 

 

25,440

 

Operating income

 

 

4,153

 

 

 

4,093

 

 

 

3,031

 

 

 

6,423

 

 

 

4,017

 

Emerging Markets

 

 

 

 

 

 

 

 

Revenue

 

 

10,193

 

 

 

734

 

Operating income (loss)

 

 

5,033

 

 

 

(6,064

)

Corporate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

585

 

 

 

560

 

 

 

544

 

 

 

 

 

 

 

Operating loss

 

 

(11,574

)

 

 

(11,913

)

 

 

(12,854

)

 

 

(12,098

)

 

 

(13,853

)

Consolidated Totals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

73,721

 

 

 

62,060

 

 

 

84,867

 

 

 

94,864

 

 

 

87,835

 

Operating loss

 

 

(54,323

)

 

 

(55,510

)

 

 

(52,555

)

 

 

(16,871

)

 

 

(18,039

)

 

Overview

EarlyAlthough in calendar year 2014, we beganan already depressed oil and gas industry, demand further decreased in February 2020 because of the oversupply of crude oil due to experiencefailed OPEC negotiations that led to a softeningdramatic drop in crude oil prices when combined with the impact of the COVID-19 pandemic.  These declines in the demand for our seismic exploration products, particularly in North America, as capital budgets for oil and gas producers were trending away from exploration-focused activities toward production and exploitation activities.  During this period oil production in North America’s unconventional shale reservoirs increased, as did oil production from other non-OPEC countries, resulting in an oversupply of crude oil in the world market.  Market prices for a barrel of crude oil declined from over $100 in July 2014 to approximately $27 in January 2016, and have recovered somewhat to approximately $57 today.  With this decline in oil and natural gas prices,caused oil and gas exploration and production companies experiencedto experience a significant reduction in cash flows, which have resulted in sharpand will likely continue to result in reductions in their capital spending budgets for oil and gas exploration-focused activities, including seismic data acquisition activities.  We expectOur Oil and Gas Markets segment has in recent years experienced strong demand for the rental of our marine wireless nodal products; however, this demand has significantly declined during the first half of fiscal year 2021 and could continue to decline in future years as a result of the significant uncertainty in the outlook for oil and gas exploration.  Demand for new land-based seismic equipment in recent fiscal years has remained restrained due to capital limitations affecting many of our customers, along with their excess levels of underutilized equipment. As a result, revenue from the sale and rental of our seismic products, and in particular ourland-based traditional and wireless products has remained low due to remain low until crudethe reduced investment in exploration-focused seismic activities.  Policies implemented by the Biden administration in the United States could also result in decreased demand for our products.  President Biden has announced climate change as a core focus of his administration and that he intends to set the United States on a path to net-zero carbon emissions by 2050. In January of 2021, President Biden implemented a hold on issuing new drilling permits and new oil and gas leasing for federal lands and waters.  The administration may also implement new or amended rules and regulations concerning hydraulic fracturing and emissions from oil and gas sector operations. Crude oil prices stabilize athave recently rebounded above February 2020 levels; however, a lag in time typically occurs between higher oil prices and greater demand for our Oil and Gas Markets segment products.   Lasting higher levels of oil and exploration-focused industry conditions improve.  We expect thesegas commodity pricing may not stabilize in the long term, thus continuing the challenging industry conditions to continue to negatively impact the demand for our seismic products throughoutwe have experienced in previous fiscal year 2018.  

In September 2017,years.  We only expect improved market conditions when we were notified by a previous PRM system customer that it issee lasting stabilization of higher crude oil commodity prices, which should result in the process of requesting quotes for two new PRM systems which must utilize fiber optic sensor technology.  Since our PRM designs utilize electrical sensor technology, we will not be participating with a quotation for the design and manufacture of these PRM systems.  We believe that our PRM system designs, which utilize electrical sensor technology, provide the best long-term functionality and performance of any PRM system, and we continue to aggressively market our PRM systems to major oil and gas companies.  However, the occurrence of this notice, combined with the absence of any new PRM orders of any technology type since November 2012, have caused us to provide additional obsolescence reserves for a substantial portion of our PRM inventories, and we concluded a triggering event occurred and performed an impairment assessment on certain heavy equipment used for the manufacturing of PRM systems, which resulted in an impairment.  Specific to our PRM inventories and manufacturing equipment, we recorded obsolescence reserves of $5.1 million and impairment expense of $5.3 million, respectively, in the fourth quarter of our fiscal year ended September 30, 2017.  

Fiscal Year 2017 Compared to Fiscal Year 2016

Consolidated revenue for fiscal year 2017 increased $11.7 million, or 18.8% from fiscal year 2016.  The increase in revenue for fiscal year 2017 was primarily due to an increase inhigher revenue from our seismic businessOil and Gas Markets segment driven by an increase in demand for our wireless exploration products, including the sale of 45,000 GSX channels in our fourth quarter.products.

Consolidated gross profit (loss) for fiscal year 2017 was a loss of ($20.1) million, compared to a loss of ($19.4) million for fiscal year 2016.  The decline in gross profit (loss) for fiscal year 2017 was primarily due to a $10.3 million increase in inventory obsolescence expenses and a $5.3 million increase in equipment impairment charges.  The decline was partially offset by an increase in wireless exploration product sales and, to a lesser extent, a decrease in manufacturing costs resulting from the Company’s workforce reduction in the second fiscal quarter of 2016.  Until seismic product demand increases to historical norms, we expect our consolidated gross margins to remain low.

In light of current market conditions, the inventory balances in our seismic product inventoriesOil and Gas Markets business segment at September 30, 2017 far2021 continued to exceed levels consideredwe consider appropriate for the current level of product demand.  WeWhile we are aggressively working to continue reducingreduce these legacy inventory

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balances, throughout fiscal year 2018 and beyond; however, we are also expect to addadding new inventories for recentnew wireless product developments.developments and for other product demand in our Adjacent Markets segment.  During periods of excessive inventory levels, our policy has been, and will continue to be, to record higher obsolescence expense in our consolidated income statement as we experience reduced levels of inventory turnoverproduct demand and as our inventories continue to age.  If currentdifficult market conditions continue for the products in our Oil and Gas Markets segment, we expect to record additional inventory obsolescence expense in fiscal year 20182022 and beyond until seismic product demand andand/or resulting seismic inventory turnover levels return to acceptable levels.

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Coronavirus (COVID-19)

The ongoing COVID-19 pandemic has spread across the globe and has negatively impacted worldwide economic activity, including the global demand for oil and natural gas, and continues to create challenges in our markets. While we continue to support our customers, there remain uncertainties regarding the duration and the extent to which the COVID-19 pandemic will ultimately have a negative impact on the demand for our products and services or on our supply chain.  We continue to closely monitor the situation as information becomes readily available.

As of the date of this filing, our operations have, for the most part, remained open globally and the impact of the effects of COVID-19 to our personnel and operations has been limited.  We have experienced a reduction in demand for the rental of our OBX marine nodal products, which we believe is primarily the result of the pandemic.  Our supply chain has become increasingly strained due to increased pricing for raw material and supplies coupled with longer than expected lead times. We believe we may be entering a period of recovery from the initial effects of the COVID-19 pandemic on our business, but we continue to be cautious about the pandemic’s effect on our supply chain.  As a result, we continually communicate with our suppliers and customers as information is available to best manage this difficult situation.  

Fiscal Year 2021 Compared to Fiscal Year 2020

Consolidated revenue for fiscal year 2021 was $94.9 million, an increase of $7.0 million, or 8.0%, from fiscal year 2020.  The increase in revenue was primarily due to (i) the recognition of $12.5 million of wireless product revenue attributable to a large land-based wireless seismic product delivered in fiscal year 2020, (ii) a $9.9 million sale of used OBX rental equipment to the former lessee of the equipment, (iii) $10.1 million of revenue recognized on our contract with the CBP from our Emerging Markets business segment, which was awarded to us in fiscal year 2020, and (iv) a $7.0 million increase in both industrial and imaging product revenue from our Adjacent Markets business segment.  These increases in revenue were largely offset by a $34.7 million decrease in rental revenue, primarily from our OBX marine nodal products caused by sales of rental equipment and lower utilization of our OBX rental fleet caused by the COVID-19 pandemic.  

Consolidated gross profit for fiscal year 2021 was $16.3 million, a decrease of $7.1 million, or 30.5%, from fiscal year 2020.  The decrease in gross profit was caused by the reduction of rental revenue discussed above, and was partially offset by increased gross profits attributable to the higher revenue from other product categories discussed above.

Consolidated operating expenses for fiscal year 20172021 were $33.6$33.2 million, a decrease of $2.5$8.3 million, or 6.9%20.0%, from fiscal year 2016.  This2020.  The decrease was due to (i) a $4.6 million net non-cash decrease in the estimated fair value of contingent earn-out consideration related to our Quantum and OptoSeis® acquisitions, (ii) a $1.5 million decrease in personnel costs primarily attributablerelated to the Company’sour cost reduction program implemented duringinitiated in the second fiscalthird quarter of 2016fiscal year 2020, (iii) a $0.7 million reduction in research and todevelopment project costs, (iv) a lesser extent,$0.8 million reduction in other general business expenses and (v) a decrease$0.7 million reduction in bad debt expense.goodwill impairment charges.

Consolidated other income for fiscal year 20172021 was flat$3.4 million compared to $1.4 million from fiscal year 2016.  An2020.  The increase in interestother income fromwas primarily caused by a gain recognized on the sale of our short-term investments and notes receivable was offset by an increaseinvestment in foreign exchange losses attributable to U.S. dollar deposits held by our Russian subsidiary.a debt security.    

Consolidated income tax expense (benefit) for fiscal year 20172021 was $2.7$0.6 million compared to ($9.4)$2.6 million for the corresponding period of the prior fiscal year.  Our effective tax rates forfrom fiscal year 2017 and 2016 were 5.0% and (16.9)%, respectively.  The United States statutory2020.  This decrease in income tax rate forexpense was primarily the same periods was 35%.  Comparedresult of a decrease in rental revenue earned in foreign jurisdictions requiring tax withholding.  We are currently unable to the United States statutory rate, the lower effective tax rates for fiscal year 2017 resulted from our inability to recognizerecord any tax benefits forfrom the tax losses we incurredincur in the U.S., Canada and CanadaRussian Federation due to the uncertainty surrounding our ability to utilize thesesuch losses in the future to offset taxable income.  In addition,

Segment Results of Operations

Oil and Gas Markets

Fiscal Year 2021 Compared to Fiscal Year 2020

Revenue

Revenue from our Oil and Gas Markets products for fiscal year 2017, we recorded tax expenses2021 decreased $9.4 million, or 15.3%, from fiscal year 2020. Our product and rental revenue in this segment was negatively impacted by the COVID-19 pandemic and its impact on worldwide demand for (i) U.S. income taxes paidcrude oil.  The components of this decrease included the following:

Traditional Exploration Product Revenue– Revenue from our traditional products decreased $2.1 million, or 32.1% from the prior fiscal year.  The decrease primarily reflects lower demand for our marine products and lower rental utilization of our traditional products.  The decrease was partially offset by an increase in demand for our sensor products.  

Wireless Exploration Product Revenue – Revenue from our wireless exploration products decreased $8.3 million, or 15.4%, from the prior fiscal year.  The decrease was primarily due to a $35.5 million decrease in rental revenue from our OBX marine nodal products due to lower utilization of our OBX rental fleet caused by the COVID-19 pandemic.  This

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decrease was partially offset by (i) the recognition of $12.5 million of revenue related to the sale of land-based wireless seismic products delivered to a customer in the prior year, (ii) a $9.9 million sale of used OBX rental equipment to the former lessee of the equipment and (iii) a $2.9 million third quarter sale of land-based wireless seismic products.  

Operating Loss

Operating loss from our Oil and Gas Markets products for fiscal year 2021 was $(16.2) million, an increase of $(14.1) million from the prior fiscal year.  The increase in prior years resultingoperating loss was primarily due to lower wireless rental revenue and related gross profits from the rental of our OBX systems driven by the continued depreciation of our rental fleet.  The increase in operating loss was partially offset by (i) the sale of the OBX rental equipment to our foreign subsidiaries andthe former lessee of the equipment, (ii) the recognition of a valuation allowance against foreign taxes withheldrevenue on the land-based wireless system delivered in the prior year, and (iii) lower operating expenses resulting from rental revenues invoiced into foreign taxing jurisdiction.  Forour fiscal year 2016, the lower effective tax rate resulted primarily from our inability2020 cost reduction program and other related cost reductions.  The decrease was also attributable to recognize tax benefits for the tax losses we incurred in the U.S. and Canada due to the uncertaintynet non-cash adjustments of their utilization; however, we were able to recognize an income tax benefit of $13.1$0.9 million related to our ability to carryback certain U.S. tax losses to obtain a refund of taxes paid in previous years.  

Fiscal Year 2016 Compared to Fiscal Year 2015

Consolidated revenue for fiscal year 2016 decreased $22.8 million, or 26.9%, from fiscal year 2015.  Thethe decrease in revenue for fiscal year 2016 was primarily attributable to substantially lower product demand in our seismic business segment driven by the low levelestimated fair value of crude oil prices.  

Consolidated gross profit (loss) for fiscal year 2016 was ($19.4) million, compared to ($11.2) million for fiscal year 2015.  The change in gross profit (loss) for fiscal year 2016 was caused by a number of factors, including (i) a substantial reduction in seismic product revenue, (ii) unabsorbed fixed manufacturing costs due to lower factory utilization caused by reduced demand for our seismic products and (iii) increased inventory obsolescence expenses due to higher levels of slow-moving seismic inventories and (iv) the write-down of certain seismic inventories and rental equipment to their expected net realizable value.  

Consolidated operating expenses for fiscal year 2016 decreased $5.2 million, or 12.6%, from fiscal year 2015.  The decrease in operating expenses was partially attributablecontingent earn-out consideration related to our cost reduction program, as well asOptoSeis® acquisition and a $1.8$0.7 million reduction in goodwill impairment expense and a $1.4 million reductionrelated to an impairment charge recorded in bad debt expense.

Consolidated other income for fiscal year 2016 decreased $2.5 million, or 93.5%, from fiscal year 2015.  The decrease in other income primarily resulted from a decrease in foreign exchange gains attributable to U.S. dollar deposits held by our Russian subsidiary.2020.

Our effective tax rates for fiscal year 2016 and 2015 were (14.1)% and (34.5)%, respectively.  The United States statutory tax rate for the same periods was 35%.  The lower effective tax rate for fiscal year 2016 resulted from (i) a tax expense for a valuation allowance against the Company’s U.S. and Canadian deferred tax assets of $7.7 million, (ii) a tax expense of $1.4 million to recapture a manufacturers’/producers’ deduction associated with the carryback of our fiscal year 2016 operating loss, and (iii) a tax expense of $1.0 million recorded during the fiscal quarter ended March 31, 2016 to correct our fiscal year 2015 income tax benefit.

Segment Results of Operations

Seismic ProductsAdjacent Markets

Fiscal Year 20172021 Compared to Fiscal Year 20162020

Revenue

Revenue from our seismicAdjacent Markets products for the fiscal year ended September 30, 20172021 increased $13.3$7.0 million, or 39.4%27.4%, from the prior fiscal year.  While we experienced an increase in the demand for our Adjacent Markets products and services during fiscal year 2021 despite the current COVID-19 pandemic, we cannot reasonably determine if this marks the beginning of a lasting recovery from the impact of the COVID-19 pandemic for this operating segment.  As a result, we are unable to determine the lasting effect the COVID-19 pandemic will have on the future demand and the supply chain for our Adjacent Markets products and services. The components of this increase includeincluded the following:

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Traditional ExplorationIndustrial Product Revenue and Services– Revenue from our traditionalindustrial products increased $1.5$5.7 million, or 11.0%36.6%, from the prior fiscal year.   The increase was primarily reflectsdue to higher demand for water meter products and contract manufacturing services.  

Imaging Product Revenue – Revenue from our imaging products increased $1.3 million, or 12.9%, from the prior fiscal year.  The increase was primarily due to higher demand for our geophoneequipment products primarily in connection with the sale from our rental fleet of a GSX wireless system in our fourth quarter.and consumable film products.

Wireless Exploration Product Revenue – RevenueOperating Income

Operating income from our wireless explorationAdjacent Markets products increased by $11.3for fiscal year 2021 was $6.4 million, an increase of $2.4 million, or 61.4%59.9%, from the prior fiscal year.  The increase was primarily due to higher demand for the sale of our OBX and GSX products and included the fourth quarter sale of 45,000 GSX channels from our rental fleet.  Thisan increase in both industrial and imaging product revenue was partially offset by a decrease in OBX rental revenue.and related gross profits.

Reservoir Product Emerging Markets

Fiscal Year 2021 Compared to Fiscal Year 2020

Revenue

Revenue from our reservoirEmerging Markets products increased $0.6for fiscal year 2021 was $10.2 million, or 27.2%,compared to $0.7 million from the prior fiscal year.  The increase was primarily dueattributable to higherthe recognition of revenue related to our contract with the CBP.   Quantum was awarded this contract during fiscal year 2020 to provide a technology solution to the Department of Homeland Security.  As of September 30, 2021, unrecognized revenue related to this contract was approximately $0.1 million, which is expected to be recognized during the first quarter of 2022.  

On January 20, 2021, President Biden ordered a pause on construction of the wall at the U.S. – Mexico border to assess the legality of the funding, contracting methods, as well as the consequences of stopping the construction. It remains uncertain at this time whether the executive order will result in a temporary halt or permanent cessation of the construction.  The new Biden administration may implement new or different policies or take further executive action regarding border security that could change the demand for our borehole productsperimeter and reservoir monitoring services.   We have not delivered nor did we receive orders for any PRM systems during fiscal year 2016 or 2017.  security products.

Operating LossIncome (Loss)

Our operating loss associated with revenueOperating income (loss) from our seismic products for the fiscal year ended September 30, 2017 decreased $0.8 million, or 1.7%, from the prior year.  The decrease in operating loss for fiscal year 2017 was primarily due to (i) increased wireless exploration product sales and (ii) lower manufacturing and operating costs due to workforce reductions initiated in the second fiscal quarter of 2016.  This decrease was partially offset by an increase of $10.3 million in inventory obsolescence expense and $5.3 million in impairment charges on PRM manufacturing equipment.  

Fiscal Year 2016 Compared to Fiscal Year 2015

Revenue

Revenue from our seismic products for the fiscal year ended September 30, 2016 decreased $26.8 million, or 44.2%, from the prior fiscal year.  In each of the product groups discussed below, the decline in revenue resulted from lower demand for our seismic products due to a weakening of industry conditions brought about by the substantial decline in oil and gas prices which began in 2014.  The components of this decrease include the following:

Traditional Exploration Product Revenue – Revenue from our traditional products decreased $16.8 million, or 55.8% from the prior fiscal year.  While revenue from all product lines declined, the decrease primarily reflects lower demand for our land sensor and marine streamer products due to lower seismic crew activities.

Wireless Exploration Product Revenue – Revenue from our GSX and OBX wireless products decreased by $6.7 million, or 26.6%, from the prior fiscal year.  Revenue for the prior year includes $3.0 million resulting from the revenue recognition of a non-refundable deposit on a cancelled purchase order.  In addition, the reduction in revenue for fiscal year 2016 reflects weak demand for product sales due to reduced seismic exploration projects and an abundance of unutilized customer-owned equipment in the marketplace.  However, rental revenue increased due to an OBX rental contract which began in February 2016 finished in our second quarter ending March 31, 2017 (the “OBX Contract”).  Rental revenue from the OBX Contract was $11.3 million for fiscal year 2016.

Reservoir Product Revenue – Revenue from our reservoir products decreased $3.3 million, or 61.3%, from the prior fiscal year.  The revenue decrease resulted from lower borehole product sales and repairs. We have not delivered nor did we receive orders for any PRM systems during fiscal year 2015 or 2016.  

Operating Loss

Our operating loss from our seismicEmerging Markets products for fiscal year 2016 increased2021 was $5.0 million, or 11.6%, from fiscal year 2015.  Thean increase in operating loss for fiscal year 2016 was due to the substantial decline in our product revenue, unutilized factory costs due to low productivity, inventory obsolescence expense and impairment of rental assets.

Non-Seismic Products

Fiscal Year 2017 Compared to Fiscal Year 2016

Revenue

Revenue from our non-seismic products for the year ended September 30, 2017 decreased $1.7$11.1 million or 6.1%, from fiscal year 2016.   The components of this decrease included the following:

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Industrial Product Revenue – Revenue from our industrial products decreased $1.8 million, or 11.1% from the corresponding period of the prior fiscal year.  The decrease was primarily attributable to lower demand for our water meter products.  

Imaging Product Revenue – Revenue from our imaging products increased $0.1 million, or 1.1%, from the corresponding period of the prior fiscal year.  We consider this small change in annual revenue to be normal and not indicative of any particular trend in product demand.  

Operating Income

Our operating income associated with sales of our non-seismic products for the year ended September 30, 2017 increased by $0.1 million, or 1.4% from fiscal year 2016.  The increase in operating income was primarily driven by price increases and manufacturing efficiencies.

Fiscal Year 2016 Compared to Fiscal Year 2015

Revenue

Revenue from our non-seismic products for the year ended September 30, 2016 increased $4.0 million, or 16.6%, from fiscal year 2015.  The components of this increase include the following:

Industrial Product Revenue – Revenue from our industrial products increased $4.3 million, or 35.6%, from the prior fiscal year.  The increase in revenueoperating income for fiscal year 2021 was primarily attributabledue to higher demandrevenue and market acceptance forgross profits recognized on our water meter products.contract with the CBP.  The revenue increase was partially offset by lower salesalso due to net non-cash adjustments of our offshore cable$3.7 million related to the

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decrease in the estimated fair value of contingent earn-out consideration related to the Quantum acquisition.  Since its acquisition in July 2018, Quantum has primarily focused on product development activities, and industrial sensor products.

Imaging Product Revenue – Revenue from our imaging products declined $0.3 million, or 2.6%, from the prior fiscal year.  We consider this small change in annual revenuemarketing of its technologies to be normalgovernment agencies and not indicative of any particular trend in product demand.

Operating Income

Our operating income associated with revenue from our non-seismic products for the year ended September 30, 2016 increased by $1.1 million, or 35.0%, from fiscal year 2015.  The increase in operating income was primarily the result of increased revenue from our industrial products and was partially offset by lower operating income from our imaging product segment.other end users.  

Liquidity and Capital Resources

Fiscal Year 20172021

At September 30, 2017,2021, we had approximately $15.1$23.6 million in cash and cash equivalents and $36.1 million in short-term investments.  For the fiscal year ended September 30, 2017,2021, we generated $10.1used $7.2 million of cash infrom operating activities primarily due to income tax refund as discussed below.activities.  Our net loss of $56.8$14.1 million was offset by (i) net non-cash charges of $50.0$22.2 million resulting from deferred income taxes, depreciation, amortization, accretion, inventory obsolescence, asset impairments, stock-based compensation, bad debt expense and bad debts,changes in the estimated fair value of contingent consideration.  Other uses of cash in our operations included (i) the removal of $6.7 million gross profit from the sale of used rental equipment and the removal of a $2.0 million gain resulting from the sale of our investment in a debt security since the proceeds related to both of these transactions are included in investing activities,  (ii) income tax refunds totaling $13.0 million, (iii) a $7.7 million decreaseincrease in inventories primarily for the maintenance and upgrade of OBX rental products and components, (iii) a $4.0 million increase in trade accounts and notes receivable resulting from collections,primarily due to a trade note receivable recognized on a land-based wireless product sale that was delivered in the prior fiscal year, (iv) a $3.0$1.1 million increase in unbilled receivables related to our contract with the CBP and (v) a $5.1 million decrease in deferred revenue and other liabilities primarily due to revenue recognized on a land-based wireless product.  Offsetting these uses of cash were (i) a $4.7 million increase in accounts payable due to the increase in inventories causedand the timing of payments to suppliers and (ii) a $5.4 million increase in deferred cost of revenue and other assets primarily due to recognition of cost of revenue on the land-based wireless product sale and the prepayment of insurance premiums.  

For fiscal year 2021, we used cash of $3.3 million in investing activities.  Uses of cash included (i) net disbursements of $9.4 million for purchases of short-term investments, (ii) $3.2 million for additions to our property, plant and equipment and (iii) $2.1 million for additions to our equipment rental fleet.   Sources of cash included (i) $10.6 million of proceeds from the sale of used rental equipment and (ii) $2.1 million of proceeds from the sale of our investment in a debt security.  We expect our cash investments in property, plant and equipment during fiscal year 2022 to be approximately $4 million.  Depending on demand for our OBX marine rental equipment, we expect fiscal year 2021 cash investments into our rental fleet to be approximately $3 million.  Our capital expenditures are expected to be funded from our cash on hand, internal cash flows, cash flows from our rental contracts or, if necessary, borrowings under a potential new credit facility arrangement, if any.

For fiscal year 2021, we used $6.8 million from financing activities for the purchase of treasury stock pursuant to a stock buy-back program authorized by our board of directors.  The program authorizes us to repurchase up to $7.5 million of our common stock in open market transactions.  At September 30, 2021, approximately $0.7 million of our common stock remains available for repurchases under the program.

On July 13, 2020, we received an interest in a senior secured bond from an international seismic marine customer.  Our interest in the bond, which had a face value of $13.0 million, was received in exchange for $13.0 million of unpaid invoices and late fees owed by the customer.   The bond was secured by a drawdownthird in line lien on the assets owned by the customer and had an 8% interest rate with bi-annual interest and possible principal payments based on excess available cash flow.  Interest payments could be made either in cash or in-kind payments in the form of additional debt security.  In-kind interest payments required an 8.8% interest rate.  The bond’s scheduled maturity date was July 13, 2022.  The bond was listed on the Oslo Alternative Bond Market; however, the actual marketability was unknown.  Based on the distressed financial condition of the customer, we believed the fair value of the bond was nominal.  In January 2021, we transferred our interest in the bond pursuant to a purchase agreement (the “Agreement”) entered into with a third party (the “Buyer”).  Pursuant to the Agreement, we transferred the bond to the Buyer in exchange for non-refundable consideration of $0.3 million and were entitled to receive additional cash compensation of $2.4 million from the Buyer if certain terms and conditions between the Buyer and our customer were met by December 31, 2021.  In the event these terms and conditions were not met, we had the option to reacquire the bond from the Buyer for one US dollar ($1.00).  During the third quarter of fiscal year 2021, we agreed to a reduction to the additional cash compensation required from the Buyer to obtain full rights to the bond from $2.4 million to $1.8 million.   In June 2021, we received the $1.8 million from the Buyer and relinquished all rights to the bond.  

Our available cash, cash equivalents and short-term investments totaled $23.6 million at September 30, 2021, which included $5.2 million of cash and cash equivalents held by our foreign subsidiaries and branch offices.  The 2017 Tax Act creates new taxes on certain foreign earnings and also requires companies to pay a one-time transition tax on undistributed earnings of their foreign subsidiaries which were previously tax deferred.  We have determined that we are not required to pay any transition tax on the undistributed earnings of our excess levelsforeign subsidiaries since we had no accumulated foreign earnings on a consolidated basis.

Our credit agreement with Frost Bank allows for borrowings of finished goodsup to $20.0 million with such amounts available for borrowing determined by a borrowing base.  In November 2019, the credit agreement was amended to (i) extend the maturity date from April 2020 to April 2022, (ii) increase the unencumbered liquid assets covenant threshold from $5 million to $10 million commencing with the fiscal quarter ending December 31, 2020 and (v)for each fiscal quarter thereafter, (iii) increase the tangible net worth requirement from $140 million to $145 million commencing with the fiscal quarter ending December 31, 2020 and for each

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fiscal quarter thereafter and (iv) remove the requirement that we obtain the consent of Frost Bank prior to paying dividends or repurchasing stock so long as we are in compliance with the covenants of the credit agreement.In March 2021, we amended the credit agreement to reduce the maximum amount available for borrowing from $30 million to $20 million.  The March 2021 amendment also altered the tangible net worth requirement to decrease the minimum threshold from $145 million to $132 million commencing with the fiscal quarter ending March 31, 2021 and for each fiscal quarter thereafter. Additionally, the March 2021 amendment added a $2.2funded debt to EBITDA ratio financial covenant which requires us to maintain, for a twelve-month period ending on the last day of each fiscal quarter commencing with the fiscal quarter ended March 31, 2021, and for each fiscal quarter thereafter, a ratio of funded debt to EBITDA not exceeding 1.50 to 1.00.  The March 2021 amendment also amended the definition of “Eligible Accounts” to include certain unbilled receivables, and reduced the limit on the amount of “Eligible Inventory” that may be included in the borrowing base from $20 million to $15 million.  

At September 30, 2021, we had no outstanding borrowings under our credit agreement.  In October 2021, Frost Bank notified us that they will not be extending our credit agreement upon its expiration in April 2022, and in November 2021 we elected to cancel the agreement.  We are currently in negotiations with multiple lenders for a new credit facility arrangement; however, we may not be successful in obtaining a credit facility on terms that are favorable to us.  The lack of a credit facility could negatively impact our liquidity and could have a material adverse impact on our future operations, financial condition, growth, and other aspects of our business.  However, currently we believe that our cash, cash equivalents and short-term investments will be sufficient to finance any future operating losses and planned capital expenditures through the next twelve months.

In the absence of future profitable results of operations, we may need to rely on other sources of liquidity to fund our future operations, including executed rental contracts, borrowings under a potential new credit facility arrangement, if any, leveraging or sales of real estate assets, sales of rental assets and other liquidity sources which may be available to us. 

Fiscal Year 2020

At September 30, 2020, we had approximately $32.7 million in cash and cash equivalents.  For fiscal year 2020, we generated $18.1 million of cash from operating activities.  Our net loss of $19.2 million was offset by net non-cash charges of $40.7 million resulting from deferred income taxes, depreciation, amortization, inventory obsolescence, goodwill impairment, stock-based compensation, bad debt expense, change in estimate of collectability of rental revenue and changes in the estimated fair value of contingent consideration.  Other sources of cash included (i) a $5.2 million increase in deferred revenue and other liabilities primarily due to the deferral of revenue on a significant product sale occurring in our second fiscal quarter and partially offset by a decrease in customer deposits and (ii) a $2.5 million decrease in prepaid income taxes related totrade and other receivables resulting from the depreciationtiming of intercompany profits by our foreign subsidiary.  Thesecollections from customers.  Offsetting these sources of cash were partially offset by (i) a $2.5 million decrease in accounts payable resulting from the timing of payments to our suppliers, (ii) an $7.8 million increase in deferred cost of revenue and other assets primarily due to the deferral of cost on a product sale and an increase in the prepayment of certain expenses and (iii) the removal of a $9.1$0.7 million gross profit from the sale of used rental equipment since such gross profit is reflected in the proceeds from the sale of used rental equipment under investing activities and (ii) $1.3 million decrease in accrued and other expenses primarily due to lower property taxes.activities.    

For the fiscal year ended September 30, 2017,2020, we used cash of $5.5$4.1 million fromin investing activities.  These usesUses of cash included (i) net disbursements of $8.7a $5.5 million for the purchase of short-term investments, (ii) an investment of $1.2 million in property, plant andour rental equipment and (iii) $0.5 millionprimarily to expand our equipment rental fleet.  These uses of cash were partially offset by $4.9 million in proceeds from the sale of used rental equipment.  Regarding future investments into ourOBX rental fleet we expect fiscal year 2018 cash investments into our rental fleet to be approximately $6 million and non-cash transfers from our inventory account of approximately $15 million pending demand for OBX and GSX systems.  We estimate fiscal year 2018 cash investments in property, plant and equipment will be approximately $3 million.  Our capital expenditures are expected to be funded from our cash on hand, internal cash flow or, if necessary, from borrowings under our credit agreement.

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For the fiscal year ended September 30, 2017, we generated cash proceeds of $0.1 million from financing activities from the exercise of stock options by our employees.  We had no long-term debt outstanding throughout the fiscal year ended September 30, 2017.

With the decline in oil and natural gas prices which have occurred since July 2014, exploration and production companies have experienced a significant reduction in cash flows resulting in sharp reductions in their capital spending budgets for exploration-focused activities, including seismic activities.  As a result, our seismic business segment has experienced a significant decline in product orders and associated revenue, resulting in substantial operating losses and the continued depletion of our cash balances.  Due to the uncertainty concerning a recovery of crude oil prices to levels capable of sustaining increased seismic exploration activities, we expect these depressed seismic market conditions to continue through fiscal year 2018.

Our available cash, cash equivalents and short-term investments totaled $51.2 million at September 30, 2017, including $7.6 million of cash and cash equivalents held by our foreign subsidiaries and branch offices.  We intend to permanently reinvest the undistributed earnings of our foreign subsidiaries.  If we were to repatriate the cash held by our foreign subsidiaries, we would be required to accrue and pay taxes on any amounts repatriated.

Our credit agreement allows for borrowings of up to $30.0 million with such amounts available for borrowing determined by a borrowing base.  At September 30, 2017, we had no outstanding borrowings under the credit agreement and, after consideration of $0.3 million of outstanding letters of credit, our borrowing availability under the credit facility was $23.8 million.  At September 30, 2017, we were in compliance with all covenants under the credit agreement.  In October 2017, we extended the maturity of the credit agreement from May 2018 to April 2019.  We currently do not anticipate the need to borrow under the credit agreement; however, we can make no assurance that we will not do so.  

In March 2017, we received a $12.8 million income tax refund from the U.S. Department of Treasury.  The refund was a result of the significant tax losses we experienced in fiscal year 2016 which we elected to carryback to our fiscal year 2014 U.S. tax return to recoup taxes previously paid.  In addition, we expect to receive an additional $0.3 million income tax refund from the U.S. Department of Treasury in our first fiscal quarter of 2018.  For U.S. income tax purposes, we are now in a loss carryforward position in regards to our tax losses for fiscal year 2017 and beyond.  As a result, we will not receive any additional U.S. federal income tax refunds in future years as a result of our current tax losses.  The tax refunds we received in fiscal years 2016 and 2017 have been significant contributors to our overall liquidity.  In the absence of future profitable results of operations, we may need to rely on other sources of liquidity to fund our future operating results, including liquidating short-term investments, executed rental contracts, available borrowings under our credit agreement through its expiration in April 2019, leveraging or sale of real estate assets, sales of rental assets and other liquidity sources which may be available to us.  However, currently we believe that our cash and short-term investment balances will be sufficient to finance our operating losses and planned capital expenditures through December 2018.

Fiscal Year 2016

At September 30, 2016, we had approximately $10.3 million in cash and cash equivalents and $27.5 million in short-term investments.  For the fiscal year ended September 30, 2016, we used $1.7 million of cash in operating activities.  These uses of cash included (i) our net loss of $46.0 million, (ii) a $3.4 million increase in trade accounts and notes receivable primarily due to amounts owed under the OBX Contract, (iii) a $1.9 million decrease in accounts payable primarily due to declining inventory purchases resulting from reduced product demand and (iv) a $2.1 million decrease in accrued and other expenses primarily due to settlements and reductions in expected warranty claims.  These uses of cash were partially offset by (i) non-cash charges of $43.2 million from deferred income taxes, depreciation, accretion, stock-based compensation, inventory obsolescence, asset impairments and bad debts, (ii) a $4.1 million decrease in income tax receivable primarily resulting from an $18.3 million income tax refund received in fiscal year 2016, (iii) a $5.2 million decrease in inventories caused by a drawdown of our excess levels of finished goods, and (iv) a $1.5 million decrease in prepaid income taxes.

For the fiscal year ended September 30, 2016, we used cash of $10.2 million from investing activities.  These uses of cash included (i) net disbursements of $9.4 million from the purchase and sale of short-term investments, (ii) $1.9 million for additions to our property, plant and equipment and (iii) $0.5 million to expand our rental equipment fleet, primarily for additional OBX nodes.  In addition, we made non-cash inventory transfers to our rental fleet of approximately $4.0 million.  These uses of cash were partially offset by $1.6 million in proceeds from the sale of used rental equipment.  

For the fiscal year ended September 30, 2016, we had no cash flows from financing activities.  We had no long-term debt outstanding at September 30, 2016.

Fiscal Year 2015

At September 30, 2015, we had approximately $22.3 million in cash and cash equivalents and $18.1 million in short-term investments.  For the fiscal year ended September 30, 2015, we used $11.4 million of cash from operating activities.  These uses of cash included (i) our net loss of $32.6 million, (ii) a $6.0 million decrease in accrued expenses and other current liabilities primarily due to the payment of fiscal year 2014 incentive compensation, (iii) a $14.8 million increase in income tax receivable resulting from

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our pretax loss and our intent to claim a tax refund of $17.4 million in our second quarter ending March 2016 for taxes paid in prior years, and (iv) a $3.6 million decrease in deferred revenue primarily due to the revenue recognition of a $3.0 million non-refundable customer deposit.  These uses of cash were partially offset by (i) net non-cash charges of $31.2 million from deferred income taxes, depreciation, goodwill impairment, accretion, stock-based compensation, inventory obsolescence and bad debts, (ii) a $7.1 million decrease in trade accounts and financing receivables resulting from collections and a decline in revenue, (iii) a $9.7 million decrease in inventories caused by reduced product demand and a drawdown of our excess inventories, and (iv) a $1.0 million decrease in prepaid and other current assets.

For the fiscal year ended September 30, 2015, we used cash of $0.3 million from investing activities.  These uses of cash included (i) $4.0 million to expand our rental equipment fleet primarily for the addition of OBX nodes and (ii) $2.2$2.9 million for additions to our property, plant and equipment.  These uses of cash were partially offset by (i) proceeds$4.1 million of $4.3 millionproceeds from the sale of used rental equipment and (ii) net$0.2 million of proceeds of $1.6 million from the sale and purchase of short-term investments.equipment.

For the fiscal year ended2020 we used $0.1 million from financing activities for the payment of contingent consideration related to our acquisition of Quantum in 2018.  

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Contractual Obligations

Contingent Consideration

We recorded an initial contingent earn-out liability of $7.7 million in connection with our July 2018 acquisition of Quantum.   Subsequent to the acquisition, we have reduced the estimated contingent earn-out liability to $0.8 million as of September 30, 2015, we had no2021 as a result of $1.5 million of earn-out payments made through September 2021 (with an additional $0.8 million payable) and $4.6 million of reductions in the value of expected future earn-out payments.  Contingent payments, if any, may be paid in the form of cash flowsor Company stock and will be derived from financing activities.  

Off-Balance Sheet Arrangementseligible revenue generated during the four-year post-acquisition period ending in July 2022.  We made cash earn-out payments of $1.4 million and $0.1 million in fiscal year 2021 and 2020, respectively, to the former shareholders of Quantum.  The Company made an additional earn-out payment of $0.8 million in October 2021.  The maximum amount of contingent payments is $23.5 million.

We do notrecorded an initial contingent earn-out liability of $4.3 million in connection with our November 2018 acquisition of all the intellectual property and related assets of the OptoSeis® fiber optic sensing technology.  Subsequent to the acquisition, we have increased the estimated contingent earn-out liability to $4.4 million at September 30, 2021 as a result of a $0.1 million net increase in the value of the expected future earn-out payments.  Contingent cash payments, if any, obligations which meetwill be derived from eligible revenue generated during a five-and-a-half year post-acquisition earn-out period ending in May 2024.  In order for revenue to be considered eligible, sales contracts must be entered into during the definitionfirst four years of an off-balance sheet arrangementthe earn-out period ending in November 2022.  No payments have been made to date related to the continent earn-out liability.  The maximum amount of contingent payments is $23.2 million.      

We will reassess the earn-out calculations related to this contingent consideration in future periods.

Contingent Compensation Costs

In connection with the acquisition of Aquana in July 2021, we are subject to additional contingent cash payments to the former members of Aquana, LLC. 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 which have or are reasonably likelyservices sold by Aquana. There is no maximum limit to havethe contingent cash payments that could be made.  The merger agreement with Aquana requires the continued employment of a current or future effect on ourcertain key employee and former member of Aquana, LLC 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.  As discussed in Note 3 of the accompanying consolidated financial statements, ordue to the items contained therein that are material to investors.

Contractual Obligations

We havecontinued employment requirement, no contractual obligations requiring disclosure.liability has been recorded for the estimated fair value of contingent earn-out payments for this transaction.  Earn-outs achieved, if any, will be recorded as compensation expense when incurred.

Critical Accounting PoliciesEstimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  We consider 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.  We continually evaluate our estimates, including those related to revenue recognition, bad debt reserves, inventory obsolescence reserves, self-insurance reserves for medical expenses, product warranty reserves, stock-based compensationgoodwill and deferred income tax assets.long-lived asset impairment and contingent consideration.  We base our estimates on historical experience and various other factors, including the impact from the current economic conditions that we believe to be reasonable under the circumstances.  Actual results may differ from these estimates under different conditions or assumptions.

Our normal credit terms for trade receivables are 30 days.  In certain situations, credit terms for trade receivables may be extended to 60 days or longer and such receivables generally do not require collateral.  Additionally, we provide long-term financing in the form of promissory notes and sales-type leases when competitive conditions require such financing and, in such cases, we may require collateral.  We perform ongoing credit evaluations of our accounts and financing receivables, and allowances are recognized for potential credit losses.

Our 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.

Management makes judgments regardingWe conduct our evaluation of goodwill at the interpretationreporting unit level on an annual basis as of tax lawsSeptember 30 and more frequently if events or circumstances indicate that mightthe carrying value of a reporting unit exceeds its fair value.  The guidance on the testing of goodwill for impairment provides the option to first assess 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, an entity determines it is more likely than not that the fair value of a reporting unit is more than its carrying amount then it is not necessary to perform a quantitative assessment.  However, if an entity concludes otherwise, then a quantitative assessment must be challenged upon an audit and cause changesperformed.  If, based on the quantitative

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assessment, we determine that the fair value of a reporting unit is less that its carrying amount, a goodwill impairment is recognized equal to previous estimates of tax liability.  In addition, we operate within multiple taxing jurisdictions and are subject to audit in these jurisdictions as well as by the Internal Revenue Service.  In management’s opinion, adequate provisions for income taxes have been made for all open tax years.  The potential outcomes of examinations are regularly assessed in determiningdifference between the adequacycarrying amount of the provision for income taxesreporting unit and income tax liabilities.  Management believes that adequate provisions have been made for reasonable and foreseeable outcomes relatedits fair value, not to uncertain tax matters.exceed the carrying amount of the goodwill.  

We record a write-down of our 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 marketnet realizable value.  Cost is determined on a first-in, first-out method, except that our officessubsidiaries in the Russian Federation Colombia and the United Kingdom use an average cost method to value their inventories.

We periodically review the composition of our inventories to determine if market demand, product modifications, technology changes, excessive quantities on-hand and other factors hinder our ability to recover our investment in such inventories.  Management’s assessment is based upon historical product demand, estimated future product demand and various other judgments

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and estimates.  Inventory obsolescence reserves are recorded when such assessments reveal that portions or components of our inventory investment will not be realized in our operating activities.

The value of our inventories not expected to be realized in cash, sold or consumed during our next operating cycle are classified as non-current assets.assets in our consolidated balance sheets.

We primarily deriveestablished contingent earn-out liabilities in connection with its acquisition of Quantum in fiscal year 2018 and the OptoSeis® fiber optic sensing technology business fiscal year 2019.  The estimated earn-outs payments are remeasured to fair value on a quarterly basis.   We utilize the services of an independent valuation consultant to assist with the remeasurement of our contingent consideration, which includes estimates and projections of future revenue, from product salesincluding the size, length, and product rentals under short-term operating leases and sales type leases.  Our productstiming of future contracts.  Adjustments to the liabilities are produced inincluded as a standard manufacturing operation.  component of earnings.

We recognize revenue from product sales and services in accordance with ASC Topic 606, Revenue from Contracts with Customers.  This standard applies to contracts for the sale of products and services and does not apply to contracts for the rental or lease of products.  Under this standard, we recognize revenue when (i) title passesperformance of contractual obligations are satisfied, generally when control of the promised goods or services is transferred to our customers, in an amount that reflects the customer, (ii) the customer assumes risks and rewards of ownership, (iii) theconsideration we expect to be entitled in exchange for those goods or services.  Revenue from product sales price has been determined, (iv)is recognized when obligations under the terms of a contract are satisfied, control is transferred and collectability of the sales price is reasonably assured and (v) productassured.  Transfer of control generally occurs with shipment or delivery, occurs as directed by our customer.  We recognize rental revenue as earned overdepending on the rental period.  Rentalsterms of our equipment generally range from daily rentals to rental periods of up to six months or longer.  Service revenue is recognized when services are rendered and are generally priced on a per day rate.  Except for certain of our PRM products, ourthe underlying contract.  Our products are generally sold without any customer acceptance provisions, and our standard terms of sale do not allow customers to return products for credit.

Most of our products do not require installation assistance or sophisticated instruction.  We offer a standard product warranty, which obligates us to repair or replace our products having manufacturing defects.  We maintain a reserve for future warranty costs based on historical experience or, in the absence of historical experience, management estimates.  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.  We recognize rental revenue as earned over the rental period.  Rentals of our equipment generally range from daily rentals to rental periods of up to six months or longer.  

We recognize rental revenue in accordance with ASC Topic 842, Leases.  In the event collectability of lease payments is not probable at the lease commencement date, we recognize revenue when payments are received.  We regularly evaluate the collectability of our 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.  We suspend the recognition of rental revenue when the collectability of amounts due are no longer probable and record a direct write-off of the lease receivable to rental revenue.

Recent Accounting Pronouncements

Please refer to Note 1 to our consolidated financial statements contained in this Annual Report for a discussion of recent accounting pronouncements.

Management’s Current Outlook and Assumptions

As further discussed above, there remains uncertainties regarding the duration and to what extent the COVID-19 pandemic will ultimately impact the demand for our products and services or with our supply chain.  

Regarding our Oil and Gas Markets business segment, demand for our products are subject to volatile fluctuations in crude oil prices.  As a result of substantial declines in crude oil prices in recent years combined with the recent reduced global demand for oil and gas as a result of the COVID-19 pandemic, oil and gas exploration and production companies experienced a significant reduction in cash flows resulting in sharp reductions in their capital spending budgets for oil and gas exploration-focused activities including seismic data acquisition activities. While we have experienced strong marine nodal rental activity in recent years including fiscal year 2020, the need for new seismic equipment, particularly land-based equipment, remains restrained due to our customers’ (i) limited capital resources, (ii) lack of visibility into future demand for their seismic services and (iii) in some cases, under-utilized

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legacy equipment. Crude oil prices for West Texas Intermediate continued their volatility during fiscal year 2017, ranging from a high of $54 per barrel and a low of $43 per barrel.  The instability in price coupled with oversupply in the world market continues to negatively impact the cash flows and spending patternshave recently rebounded; however, lasting higher levels of oil and gas companies.  Significantly reduced capital spending budgets targeted at oil and gas exploration projects, including both land and marine seismic projects, have contributed to the decline in our seismic business segment revenue and gross profit since fiscal year 2014.  Although WTI crude oil prices have rebounded recently to $57 per barrel today, we believecommodity pricing volatility will continuemay not stabilize in the nearlong term, and serve to mute any significant reboundthus continuing the challenging industry conditions we have experienced in seismic exploration spending duringprevious fiscal year 2018.  As a result, we do not expect fiscal year 2018 customer demand for most of our seismic products will exceed fiscal year 2017 levels.  As a result of reduced seismic exploration activities, many of our seismic customers are currently utilizing only a fraction of their owned seismic equipment.  In most cases, this unutilized equipment is generally available for immediate deployment if future demand for seismic services were to increase.  The availability of excess customer-owned seismic equipment combined with substantially reduced capital budgets and cash flows has curtailed our customer’s need to purchase or rent seismic equipment from providers like us.  As a result, we expect large-ticket sales of our GSX and OBX wireless data acquisition systems, as well as sales of our other land and marine seismic products, are likely to remain at depressed levels through fiscal year 2018.

Our rental revenue is primarily derived from short-term leases of our GSX and OBX wireless products and, to a lesser extent, from our traditional and reservoir products.  Rental revenue for our OBX wireless products decreased in fiscal year 2017, primarily due to the expiration of the OBX Contract.  However, demand for rentals of our GSX land-based wireless equipment increased in fiscal year 2017.  We believe our GSX and OBX rental revenue could increase in fiscal year 2018, although we can offer no assurances of such an increase due to the lack of executed firm rental contracts.years.  

Many of our land-based traditional seismic products can be damaged, destroyed or otherwise consumed during our customer’s field operations.  We expect fiscal year 2022 demand for our land-based traditional seismic products may increase slightly over fiscal year 2021 levels.

We believe our “GCL”, which is a new version of our land-based wireless data recorder, will be a market leader similar to our GSX wireless unit.  It is uncertain what revenue impact the GCL will have during fiscal year 2022 in light of the tepid market demand for oil and gas seismic services and equipment.  We do not expect our land-based wireless product revenue to exceed the levels achieved in fiscal year 2021.  

The vast majority of our oil and gas rental revenue in fiscal year 2021 was derived from short-term rentals of our OBX ocean-bottom recorder.  We believe our OBX rental revenue will increase substantially in fiscal year 2022 as a result of rental contracts executed during fiscal year 2021 and anticipated new rental contracts, but we can make no assurance in this regard.

We believe that fiscal year 2022 revenue from our oil and gas reservoir products, and principally our borehole tools and services, to increase slightly over fiscal year 2021 levels.  In September 2020, we received a request from a major oil and gas producer for a proposal to manufacture a large-scale seabed PRM system. Under the offered terms and conditions as initially presented, we decided not to provide a bid.  In August 2021, we received a revised request from the producer and are characterized as low margin commodity or consumable products with intense international competition.in the process of responding to this request.  We believe the levelpotential customer may grant the award in the second quarter of industry demand for these products is generally a good barometer of seismic crew activities since these productfiscal year 2022.   If we are consumed, damaged or lost while being utilized in seismic field operations.  As a result of current industry conditions,awarded the contract, revenue from these products has dropped significantly sincethis contract will most likely not be recognized until the latter part of fiscal year 2014, and we do not expect revenue levels from these lower margin products to grow during2022, if any; fiscal year 2018.  As we focus our future product development2023 and production activities targeted at higher margin specialty products and new technologies, especially our wireless and reservoir products, we expect future sales of these lower margin traditional seismic products to decline.

We have not received any orders for large-scale seabed PRM systems since November 2012 and we currently do not have any indication that such an order will be received in fiscal year 2018, although we do believe opportunities for PRM orders do exist in today’s market.  If a large-scale order were received in fiscal year 2018, it could significantly impact our fiscal year 2018 revenue and profits.  However, if no such order is received, we expect revenue and profits from our reservoir products to remain at fiscal year 2017 levels.2024.  

We expect fiscal year 20182022 revenue from our non-seismicAdjacent Markets products to increase over fiscal year 20172021 levels largely due to our acquisition of Aquana.  We are optimistic that demand for our industrial, imaging products and contract manufacturing services will increase in fiscal year 2022.

We expect fiscal year 2022 revenue from our Emerging Markets products to match fiscal year 2021 levels.  We expect our industrial productsare optimistic that Quantum we will be awarded a second contract from the U.S. Customs and Border Protection U.S. Border Patrol to contributeprovide a technology solution to the majorityDepartment of this increase as a result of expanded market acceptance and new product innovations.Homeland Security.  

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Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We have market risk relative to our short-term investments, foreign currency exchange rates and interest rates.  We do not engage in commodity or commodity derivative instrument purchase or sales transactions.  Because of the inherent unpredictability of foreign currency rates and interest rates, as well as other factors, actual results could differ materially from those projected in this Item 7A.

Foreign Currency and Operations Risk

One of our wholly-owned subsidiaries, Geospace Technologies Eurasia, is located in the Russian Federation.  In addition, we operate a branch office, Geospace Technologies Sucursal Sudamericana, in Colombia.  Our financial results for these entities may be affected by factors such as volatile changes in foreign currency exchange rates, weak economic conditions or changes in the political climate.  Our consolidated balance sheet at September 30, 2017 reflected approximately $6.2 million and $0.2 million of foreign currency denominated net working capital related to our Russian and Colombian operations, respectively.  Both of these entities receive a portion of their revenue and pay a majority of their expenses primarily in their local currency.  To the extent that transactions of these entities are settled in their local currency, a devaluation of these currencies versus the U.S. dollar could reduce any contribution from these entities to our consolidated results of operations and total comprehensive income as reported in U.S. dollars.  We do not hedge the market risk with respect to our operations in these countries; therefore, such risk is a general and unpredictable risk of future disruptions in the valuation of such currencies versus U.S. dollars to the extent such disruptions result in any reduced valuation of these foreign entities’ net working capital or future contributions to our consolidated results of operations.  At September 30, 2017, the foreign exchange rate for $1.00 (one U.S. dollar) was equal to 57.73 Russian Rubles and 2,937 Colombian Pesos, respectively.  If the value of the U.S. dollar were to increase by ten percent against these foreign currencies, our working capital in the Russian Federation and in Colombia could decline by $0.6 million and $25,000, respectively.

Foreign Currency Intercompany Accounts and Notes Receivable

From time to time, we provide access to capital to our foreign subsidiaries through U.S. dollar denominated interest bearing promissory notes.  Such funds are generally used by our foreign subsidiaries to purchase capital assets and for general working capital needs.  In addition, we sell products to our foreign subsidiaries on trade credit terms in both U.S. dollars and in the subsidiary’s local currency.  At September 30, 2017, we had outstanding Canadian-dollar denominated intercompany accounts receivable of CAN $26.1 million due from our Canadian subsidiary.  We previously considered CAN $24.2 million of this intercompany accounts receivable to be of a long-term nature whereby settlement was not planned or anticipated in the foreseeable future, therefore resulting foreign exchange gains and losses were to be reported in the consolidated balance sheets as a component of other comprehensive income in accordance with ASC 830 “Foreign Currency Matters”.   At September 30, 2017, we reassessed the long-term portion of the intercompany accounts receivable balance since our Canadian subsidiary recently executed a USD $7.3 million sale of a significant portion of its rental equipment.  This transaction was not anticipated, and the resulting cash flows from this equipment sale are expected to result in a substantial decrease in the intercompany accounts receivable owed by the Canadian subsidiary.  These cash flows combined with increased demand for certain wireless equipment manufactured by us increase the likelihood that the intercompany account receivable balance will be deemed of a short-term nature.  At September 30, 2017, we considered the entire CAN$24.2 million intercompany accounts receivable to be of a short-term nature.  In periods subsequent to September 30, 2017, the appreciation or devaluation of the Canadian dollar against the U.S. dollar will result in a gain or loss, respectively, to our consolidated statement of operations.   At September 30, 2017, the foreign exchange rate for USD $1.00 was equal to approximately CAN $1.25.  In September 2017, we entered into a CAN $9.0 million hedge agreement with a United States bank to hedge a portion of our Canadian dollar foreign exchange rate exposure, resulting in an under-hedged position of approximately CAN $17.1 million.  In October 2017, we entered into an additional CAN $11.0 million hedge agreement to further reduce this exposure.  Both hedge agreements expire December 29, 2017.  At September 30, 2017 if the U.S. dollar exchange rate were to strengthen by ten percent against the Canadian dollar, we would recognize a foreign exchange loss of USD $1.4 million in our consolidated financial statements.

Floating Interest Rate Risk

Our credit agreement contains a floating interest rate which subjects us to the risk of increased interest costs associated with any upward movements in bank market interest rates.  Under our credit agreement our borrowing interest rate is the Wall Street Journal prime rate, which was 4.25% at September 30, 2017.  As of September 30, 2017, there were no borrowings outstanding under our credit agreement.Not required.

 

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Item 8. Financial StatementsStatements and Supplementary Data

Our consolidated financial statements, including the reports thereon, the notes thereto and supplementary data begin at page F-1 of this Annual Report on Form 10-K and are incorporated herein by reference.

 

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

 

 

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified under SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”).  Notwithstanding the foregoing, there can be no assurance that our disclosure controls and procedures will detect or uncover all failures of persons within the Company and its consolidated subsidiaries to report material information otherwise required to be set forth in our reports.

In connection with the preparation of this Annual Report on Form 10-K, we carried out an evaluation under the supervision and with the participation of our management, including the CEO and CFO, as of September 30, 20172021 of the effectiveness of the Company’s disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.  Based on that evaluation, the CEO and CFO concluded that our disclosure controls and procedures were notare effective at September 30, 2017 due to the material weakness described in “Management’s Report on Internal Control Over Financial Reporting” as of September 30, 2017.2021.  

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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, 2017.2021.  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, due to a material weakness inas of September 30, 2021, our internal control over financial reporting as described below, our internal control over financial reporting was notis effective as of September 30, 2017.  

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 September 30, 2017, we did not maintain effective controls concerning our classification of current assets with respect to inventories.  We have determined that a portion of our inventories should have been classified as noncurrent assets, as all inventories were not reasonably expected to be realized in cash, sold or consumed during our next operating cycle.  

This error was subsequently identified and corrected, and resulted in a restatement of the consolidated balance sheets as of September 30, 2016 and 2015 and as of December 31, 2016, March 31, 2017 and June 30, 2017, which are included in this Annual Report on Form 10-K.  The error had no impact upon previously reported total assets, total liabilities, revenues, net loss, loss per share, or cash flows.

Because of this material weakness, management concluded that we did not maintain effective internal control over financial reporting as of September 30, 2015, 2016 and 2017, based on criteria described in Internal Control – Integrated Framework (2013) issued by COSO.

To remediate the material weakness described above, we are designing and implementing a quarterly control to determine the value of our inventories expected to be realized in cash, sold or consumed during the next operating cycle.  This control, which will encompass a review by senior management, will utilize a combination of forecasts and historical trends to determine our future expected inventory utilization.  We believe that this measure will remediate the material weakness identified and strengthen the Company's internal control over financial reporting.

26


BDO USA, LLP, the independent registered public accounting firm that audited the consolidated financial statements of the Company included in this Annual Report on Form 10-K, has issued an attestation report on the Company's internal control over financial reporting as of September 30, 2017 and 2016, based on their audits.those criteria.  

Changes in Internal Control Over Financial Reporting

There were nohave not been any changes in our internal control over financial reporting that occurred(as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the fiscal quarter ended September 30, 20172021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  As discussed above during the first quarter of fiscal year 2018, we are designing and implementing a new control to remediate the material weakness described above.

 

 

Item 9B. Other Information

None.

 

 

2729


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, 20172021 in connection with our 20182022 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, 20172021 in connection with our 20182022 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, 20172021 in connection with our 20182022 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.

 

 

The information required by this Item is contained in our definitive Proxy Statement to be distributed within 120 days of September 30, 20172021 in connection with our 20182022 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, 20172021 in connection with our 20182022 Annual Meeting of Stockholders under the caption “Independent Public Accountants” and is incorporated herein by reference.

 

 

2830


PART IV

 

 

Item 15. Exhibits and Financial Statement Schedules

Financial Statements and Financial Statement Schedules

The financial statements and financial statement schedules 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 September 22, 2017)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 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).*

 

 

 

10.3

 

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).*

 

 

 

10.4

 

Employment Agreement effective as of January 1, 2012, by and between OYO Geospace Corporation and Thomas T.  McEntire (incorporated by reference to Exhibit 99.3 to the Registrant’s Current Report on Form 8-K filed December 9, 2011).*

 

 

 

10.5

 

OYO Geospace Technologies Corporation 1997 Key Employee Stock Option2014 Long-Term Incentive Plan (incorporated by reference to Amendment No.  1Appendix A to the Registrant’s RegistrationCompany’s Proxy Statement on Form S-1Schedule 14A filed November 5, 1997 (Registration No.  333-36727))December 11, 2013).*

 

 

 

10.6

First Amendment No.  1 to OYOthe Geospace Technologies Corporation 1997 Key Employee Stock Option2014 Long-Term Incentive Plan dated February 2, 1998 (incorporated by reference to Registrant’s Annual ReportAppendix A to the Company’s Proxy Statement on Form 10-K for the year ended SeptemberSchedule 14A filed December 30, 1998)2020).*

 

 

 

10.7

 

Amendment No.  2 to OYO Geospace Corporation 1997 KeyForm of Employee Restricted Stock Option Plan, dated November 16, 1998Award Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Annual Report on Form 10-K for the year ended September 30, 1998)S-8 filed May 21, 2014).*

 

 

 

10.8

 

Amendment No.  3 to OYO Geospace Corporation 1997 KeyForm of Employee Restricted Stock Option Plan, dated November 10, 2000Unit Award Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration StatementCurrent Report on Form S-88-K filed February 15, 2005 (Registration No.  333-122835))November 26, 2018).*

 

 

 

10.9

 

Amendment No.  4 to OYO Geospace Corporation 1997 KeyForm of Employee Incentive Stock Option Plan, dated February 8, 2005Award Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-8 filed February 15, 2005 (Registration No.  333-122835))May 21, 2014).*

 

 

 

10.10

 

Amendment No.  5 to OYO Geospace Corporation 1997 KeyForm of Employee Non-Qualified Stock Option Plan, dated January 1, 2009Award Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the year ended September 30, 2013)S-8 filed May 21, 2014).*

 

 

 

10.11

 

Amendment No.  6 to OYO Geospace Corporation 1997 Key Employee StockForm of Performance Option Plan, approved by stockholders August 20, 2013Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s AnnualCurrent Report on Form 10-K for the year ended September 30, 2013)8-K filed November 20, 2015).*

 

 

 

10.12

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).*

10.13

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).*

10.14

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).*

10.15

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).*

10.16

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).*

2931


Exhibit
Number

  

Description of Documents

 

 

 

10.1210.17

  

Geospace Technologies Corporation 2014 Long-Term Incentive Plan (incorporated by reference to Appendix A to the Company’s Proxy Statement on Schedule 14A filed on December 11, 2013).*

10.13

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).*

10.14

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).*

10.15

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).*

10.16

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)26, 2018).*

10.17

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).*

 

 

 

10.18

 

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).*

10.19

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).*

10.20

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).*

10.21

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).*

 

 

 

10.2210.19

 

Geospace Technologies Corporation Fiscal YearAnnual 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 Bonus Plan.filed December 1, 2017).**

 

 

 

10.2310.20

  

Geospace Technologies Corporation Annual Bonus Program.**

10.24

First Amendment effective October 1, 2008 to Employment Agreement dated as of August 1, 1997, between the Company and Michael J.  Sheen (incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2009, filed February 5, 2010).*

 

 

 

10.2510.21

 

Second Amendment effective November 17, 2020 to Employment Agreement dated as of August 1, 1997, between the Company and Michael J.  Sheen (incorporated by reference to the Registrant’s Current Report on Form 8-K filed November 23, 2020, File No.: 001-13601).*

10.22

Loan Agreement dated September 27, 2013 among Geospace Technologies Corporation, as borrower, certain subsidiaries of Geospace Technologies Corporation, as guarantors, and Frost Bank, as lender (incorporated by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K filed October 1, 2013).*

 

 

 

10.2610.23

 

First Amendment to Loan Agreement effective September 27, 2013 among Geospace Technologies Corporation, as borrower, certain subsidiaries of Geospace Technologies Corporation, as guarantors, and Frost Bank, as lender (incorporated by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K filed December 18, 2013).*

 

 

 

10.2710.24

 

Second Amendment to the Loan Agreement effective May 4, 2015 by and between Geospace Technologies Corporation as borrower, certain subsidiaries of Geospace Technologies Corporation, as guarantors, and Frost Bank, as lender (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed May 8, 2015).*

 

 

 

10.2810.25

 

Third Amendment to the Loan Agreement effective May 9, 2017 by and between Geospace Technologies Corporation as borrower, certain subsidiaries of Geospace Technologies Corporation, as guarantors, and Frost Bank, as lender.**lender (incorporated by reference to Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K for the year ended September 30, 2018 filed December 1, 2017).

 

 

 

10.2910.26

 

Fourth Amendment to Loan Agreement dated October 25, 2017 among Geospace Technologies Corporation, as borrower, certain subsidiaries of Geospace Technologies Corporation, as guarantors, and Frost Bank, as lender (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed October 27, 2017).*

30


Exhibit
Number

Description of Documents

 

 

 

10.27

Fifth Amendment to Loan Agreement dated November 9, 2018 among Geospace Technologies Corporation, as borrower, certain subsidiaries of Geospace Technologies Corporation, as guarantors, and Frost Bank, as lender (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed November 13, 2018).

10.28

Sixth Amendment to Loan Agreement dated March 29, 2019 among Geospace Technologies Corporation, as borrower, certain subsidiaries of Geospace Technologies Corporation, as guarantors, and Frost Bank, as lender (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed March 29, 2019).

10.29

Seventh Amendment to Loan Agreement dated November 15, 2019 among Geospace Technologies Corporation, as borrower, certain subsidiaries of Geospace Technologies Corporation, as guarantors, and Frost Bank, as lender (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed November 18, 2019, File No.: 001-13601).

 

 

 

10.30

    

Revolving Promissory NoteEight Amendment to Loan Agreement dated September 27, 2013 made byMarch 25, 2021 among Geospace Technologies Corporation, payable toas borrower, certain subsidiaries of Geospace Technologies Corporation, as guarantors, and Frost Bank, as lender (incorporated by reference to Exhibit 10.2 of10.1 to the registrant’sRegistrants Current Report on Form 8-K filed October 1, 2013)March 29, 2021, File No.:  001-13601).*

 

 

 

10.31

 

Revolving Promissory Note effective May 4, 2015 by and between Geospace Technologies Corporation as borrower, certain subsidiaries of Geospace Technologies Corporation, as guarantors, and Frost Bank, as lender (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed May 8, 2015).*

 

 

 

10.32

 

Waiver and Consent Letter to Loan Agreement effective April 6, 2015 among Geospace Technologies Corporation as borrower, certain subsidiaries of Geospace Technologies Corporation, as guarantors, and Frost Bank, as lender (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed April 7, 2015).*

32


Exhibit
Number

Description of Documents

10.33

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).

10.34

Consulting Agreement dated November 21, 2019 between Geospace Technologies Corporation and Thomas T. McEntire (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed November 22, 2019, File No.: 001-13601).

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).

 

 

 

21.1

  

Subsidiaries of the Registrant.**

 

 

 

23.1

  

Consent of BDO USA,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.**

 

 

 

101

  

Interactive data file.The following financial information from the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Balance Sheets as of September 30, 2021 and September 30, 2020, (ii) the Consolidated Statements of Operations for the years ended September 30, 2021 and 2020, (iii) the Consolidated Statements of Comprehensive Loss for the years ended September 30, 2021 and 2020, (iv) the Consolidated Statements of Stockholders’ Equity for the years ended September 30, 2021 and 2020, (v) the Consolidated Statements of Cash Flows for the years ended September 30, 2021 and 2020 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, 2021 formatted in Inline XBRL. **

 

*

This exhibit is a management contract or a compensatory plan or arrangement.

**

Filed herewith.

Item 16. Form 10-K Summary

None.

 

3133


SIGNATURESSIGNATURES

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, President and Chief Executive Officer

 

December 1, 2017

November 19, 2021

 

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, President and Chief Executive Officer

 

December 1, 2017November 19, 2021

Walter R. Wheeler

 

(Principal Executive Officer)

 

 

 

 

 

 

 

/s/ THOMAS T. McENTIREROBERT L. CURDA

 

Vice President, and Chief Financial Officer and Secretary

 

December 1, 2017November 19, 2021

Thomas T.  McEntireRobert L. Curda

 

(Principal Financial Officer and Principal Accounting Officer)

 

 

 

 

 

 

 

/s/ GARY D. OWENS

 

Chairman of the Board

 

December 1, 2017November 19, 2021

Gary D. Owens

/s/ KENNETH ASBURY

Director

November 19, 2021

Kenneth Asbury

/s/ MARGARET S. ASHWORTH

Director

November 19, 2021

Margaret S. Ashworth

 

 

 

 

 

 

 

 

 

/s/ THOMAS L. DAVIS

 

Director

 

December 1, 2017November 19, 2021

Thomas L. Davis

 

 

 

 

/s/ EDGAR R. GIESINGER, JR.

 

Director

 

December 1, 2017November 19, 2021

Edgar R. Giesinger, Jr.

 

 

 

 

/s/ TINA M. LANGTRY

 

Director

 

December 1, 2017November 19, 2021

Tina M. Langtry

 

 

 

 

/s/ RICHARD F. MILES

 

Director

 

December 1, 2017November 19, 2021

Richard F. Miles

 

 

 

 

/s/ WILLIAM H. MOODYMICHAEL J. SHEEN

 

Director

 

December 1, 2017

William H.  Moody

/s/ MICHAEL J. SHEEN

Director

December 1, 2017November 19, 2021

Michael J. Sheen

/s/ CHARLES H. STILL

 

Director

December 1, 2017

Charles H. Still

 

 

 


32


GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

 

Reports of Independent Registered Public Accounting Firm

  

F-2

 

 

 

Consolidated Balance Sheets as of September 30, 2017, 2016 (Restated),2021 and 2015 (Restated)

F-5

Consolidated Statements of Operations for the Years Ended September 30, 2017, 2016 and 20152020

  

F-6

 

 

 

Consolidated Statements of Comprehensive LossOperations for the Years Ended September 30, 2017, 20162021 and 20152020

  

F-7

 

 

 

Consolidated Statements of Stockholders’ EquityComprehensive Loss for the Years Ended September 30, 2017, 20162021 and 20152020

  

F-8

 

 

 

Consolidated Statements of Cash FlowsStockholders’ Equity for the Years Ended September 30, 2017, 20162021 and 20152020

  

F-9

 

 

 

Notes to Consolidated Financial Statements of Cash Flows for the Years Ended September 30, 2021 and 2020

  

F-10

 

 

 

Notes to Consolidated Financial Statements

F-11

Schedule II—Valuation and Qualifying Accounts

  

F-33F-35

 



F-1Report of Independent Registered Public Accounting Firm


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors and

Stockholders of Geospace Technologies Corporation

Houston, Texas

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Geospace Technologies Corporation (“the Company”)and its subsidiaries (the Company) as of September 30, 2017, 20162021 and 2015, and2020, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three fiscal years inthen ended, and the period ended September 30, 2017.  In connection with our audits ofrelated notes to the consolidated financial statements we have also audited(collectively, the financial statement schedulestatements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2021 and 2020, and the results of its operations and its cash flows for each of the three fiscal years then ended, in conformity with accounting principles generally accepted in the period ended September 30, 2017 listed in the accompanying index.  United States of America.

Basis for Opinion

These consolidated financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidatedthe Company’s financial statements and schedule based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (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 Public Company Accounting Oversight Board (United States).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.  Anmisstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit includesof its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

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 supportingregarding the amounts and disclosures in the financial statements, assessingstatements. 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 and schedule.statements. We believe that our audits provide a reasonable basis for our opinion.

In

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 $34.3 million as of September 30, 2021. 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 tested the reasonableness of management’s projections by comparing management’s estimates to historical results and tested the completeness and accuracy of the data used in the calculation.


We tested the mathematical accuracy of the calculation of the net realizable value by reperforming the calculation based on usage reports and inventory listings.

We evaluated management’s process for subsequent adjustment to the net realizable value reserves by testing the subsequent increases in the inventory values after the net realizable value  had been established.

We compared actual purchases and sales data on an individual item basis and aggregated to perform an independent assessment of the net realizable value of inventory.

Valuation of Goodwill– Emerging Markets Reporting Unit

As discussed in Note 11 to the consolidated financial statements, the Company assessed $4.3 million of goodwill associated with its Emerging Markets reporting unit for impairment. The fair value of the reporting unit was estimated by management using the expected present value of future cash flows and judgments, market data and using estimates, judgments and assumptions that management believe are appropriate in the circumstances. Key assumptions in the impairment analysis include revenue and cash flow projections, discount rates, long-term growth rates, and the effective tax rate. In determining the fair value of the Company’s Emerging Markets reporting unit, estimated future cash flows include the Company’s ability to obtain an additional contract with its significant customer.

We identified the valuation of goodwill for the Emerging Market's reporting unit as a critical audit matter because of the significant assumptions management makes in determining the estimate, including revenue and cash flow projections and the discount rate utilized. Auditing management’s assumptions of revenue and cash flow projections and the discount rate involved a high degree of auditor judgment and increased audit effort, including the use of valuation specialists, as changes in these assumptions could have a significant impact on the fair value of the Emerging Market's reporting unit and potential impairment charges.

Our audit procedures related to the Company’s valuation of goodwill for the Emerging Markets reporting unit included the following, among others:

We evaluated the reasonableness of management’s revenue and cash flow projections by comparing management’s prior forecasts to historical results for the Company.

We evaluated management’s revenue projections by comparing to historical results and inquiry of management of the reporting unit regarding additional contracts with its significant customer.

With the assistance of our valuation specialists, we evaluated the reasonableness of the Company’s valuation methodology and the discount rates utilized by comparing them to comparable companies and market data.

Valuation of Contingent Consideration – OptoSeis

As described in Note 18 to the consolidated financial statements, the Company recognized contingent consideration related to the acquisition of the OptoSeis fiber optic sensing technology business in November 2018. The Company recorded the initial fair value of the contingent consideration as a liability on the acquisition date. The estimated earn-out payments are subsequently remeasured to fair value at each reporting date based on the estimated future earnings associated with the acquired entity. As of September 30, 2021, the contingent consideration liability related to  OptoSeis was $4.4 million. The Company utilizes the services of independent valuation consultants to assist with the estimation of the fair value of the contingent consideration, which includes estimates and projections of future revenue, including the size, length, and timing of its future contracts.

We identified the valuation of contingent consideration related to OptoSeis as a critical audit matter because of the significant assumptions management makes when selecting a valuation model and determining the estimate, including the projections of future revenue, including the size, length and timing of future contracts. Auditing management’s assumptions of revenue projections and the discount rate involved a high degree of auditor judgment and increased audit effort, including the use of valuation specialists, as changes in these assumptions could have a significant impact on the fair value of the contingent consideration.

Our audit procedures related to the Company’s valuation of contingent consideration related to OptoSeis included the following, among others:

We tested management’s process for estimating the fair value of the contingent consideration, which included evaluating the significant assumptions related to estimated future customer demand and associated revenue and testing the completeness and accuracy of data used in the models.

We utilized an internal valuation specialist to assist in:

oEvaluating the appropriateness of the valuation models utilized by management, and

oDeveloping independent estimates of the discount rates based on publicly available market data and comparing the resulting reporting unit fair values to management’s estimates.


/s/ RSM US LLP

We have served as the Company's auditor since 2018.

Houston, TX

November 19, 2021



Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Geospace Technologies Corporation

Our audits of the consolidated financial statements referred to above present fairly, in all material respects,our report dated November 19, 2021, (included elsewhere in this Annual Report on Form 10-K) also included the financial positionstatement schedule of Geospace Technologies Corporation as of September 30, 2017, 2016 and 2015, and the results of its operations and its cash flows for eachsubsidiaries, listed in Item 15(a) of this Form 10-K. This schedule is the responsibility of Geospace Technologies Corporation's management. Our responsibility is to express an opinion based on our audits of the three fiscal years in the period ended September 30, 2017, in conformity with accounting principles generally accepted in the United States of America.consolidated financial statements.

Also, in

In our opinion, the related financial statement schedule, as of and for each of the three fiscal years in the period ended September 30, 2017, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As discussed in Note 22 to the consolidated financial statements, the accompanying 2016 and 2015 consolidated financial statements have been restated to correct misstatements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of September 30, 2017 and 2016, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated December 1, 2017 expressed adverse opinions thereon.

/s/ BDO USA,RSM US LLP

Houston, Texas

December 1, 2017November 19, 2021

 


F-2


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Geospace Technologies Corporation

Houston, Texas

We have audited the internal control over financial reporting of Geospace Technologies Corporation (the “Company”) as of September 30, 2017 and 2016, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria).  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, included in the accompanying Item 9A, 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 audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  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 audits 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 audits also included performing such other procedures as we considered necessary in the circumstances.  We believe that our audits provide a reasonable basis for our opinion.

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.

In our report dated November 17, 2016, we expressed an unqualified opinion on the effectiveness of internal control over financial reporting as of September 30, 2016.  Subsequent to November 17, 2016, the Company identified a material misstatement in its consolidated balance sheets as of September 30, 2016 and 2015, requiring restatement of such financial statements. Management revised its assessment of internal control over financial reporting due to the identification of a material weakness, described in the following paragraph, in connection with the financial statement restatement. Accordingly, our opinion on the effectiveness of the Company’s internal control over financial reporting as of September 30, 2016 expressed herein is different from that expressed in our previous report.

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.  A material weakness regarding management’s failure to design and maintain controls over the classification of inventory has been identified and described in management’s assessment. This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2017, 2016 (as restated) and 2015 (as restated) consolidated financial statements, and this report does not affect our report dated December 1, 2017 on those financial statements.

In our opinion, Geospace Technologies Corporation did not maintain, in all material respects, effective internal control over financial reporting as of September 30, 2017 and 2016, based on the COSO criteria.

We do not express an opinion or any other form of assurance on management’s statements referring to any corrective actions taken by the Company after the date of management’s assessment.


F-3


We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Geospace Technologies Corporation as of September 30, 2017, 2016 and 2015, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three fiscal years in the period ended September 30, 2017, and our report dated December 1, 2017 expressed an unqualified opinion thereon.

/s/ BDO USA, LLP

Houston, Texas

December 1, 2017

F-4


Geospace Technologies Corporation and Subsidiaries

Consolidated Balance Sheets

(In thousands, except share amounts)

 

 

AS OF SEPTEMBER 30,

 

 

2017

 

 

2016

 

 

2015

 

 

AS OF SEPTEMBER 30,

 

 

 

 

 

 

(Restated-see Note 22)

 

 

(Restated-see Note 22)

 

 

2021

 

 

2020

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

15,092

 

 

$

10,262

 

 

$

22,314

 

 

$

14,066

 

 

$

32,686

 

Short-term investments

 

 

36,137

 

 

 

27,491

 

 

 

18,112

 

 

 

9,496

 

 

 

 

Trade accounts receivable, net of allowance of $1,395, $2,449 and $2,516

 

 

9,435

 

 

 

15,392

 

 

 

12,693

 

Financing receivables

 

 

3,055

 

 

 

1,533

 

 

 

2,004

 

Income tax receivable

 

 

273

 

 

 

13,290

 

 

 

17,369

 

Inventories

 

 

20,752

 

 

 

30,844

 

 

 

32,422

 

Trade accounts and financing receivables, net of allowance of $428 and $496

 

 

17,159

 

 

 

13,778

 

Unbilled receivables

 

 

1,051

 

 

 

 

Inventories, net

 

 

16,196

 

 

 

16,933

 

Property held for sale

 

 

 

 

 

587

 

Prepaid expenses and other current assets

 

 

1,623

 

 

 

1,826

 

 

 

1,295

 

 

 

2,062

 

 

 

953

 

Total current assets

 

 

86,367

 

 

 

100,638

 

 

 

106,209

 

 

 

60,030

 

 

 

64,937

 

 

 

 

 

 

 

 

 

Non-current financing receivables

 

 

2,938

 

 

 

 

Non-current inventories, net

 

 

18,103

 

 

 

16,930

 

Rental equipment, net

 

 

16,462

 

 

 

30,973

 

 

 

46,036

 

 

 

38,905

 

 

 

54,317

 

Property, plant and equipment, net

 

 

37,399

 

 

 

44,732

 

 

 

48,709

 

 

 

29,983

 

 

 

29,874

 

Non-current inventories

 

 

55,935

 

 

 

73,696

 

 

 

92,378

 

Deferred income tax assets, net

 

 

259

 

 

 

216

 

 

 

4,554

 

Non-current financing receivables, net of allowance of $1,020, $500 and $0

 

 

8,195

 

 

 

1,817

 

 

 

1,516

 

Prepaid income taxes

 

 

450

 

 

 

2,620

 

 

 

4,095

 

Other assets

 

 

629

 

 

 

80

 

 

 

95

 

Operating right-of-use assets

 

 

1,191

 

 

 

 

Goodwill

 

 

5,072

 

 

 

4,337

 

Other intangible assets, net

 

 

7,250

 

 

 

8,331

 

Deferred cost of revenue and other assets

 

 

457

 

 

 

8,119

 

Total assets

 

$

205,696

 

 

$

254,772

 

 

$

303,592

 

 

$

163,929

 

 

$

186,845

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable trade

 

$

2,599

 

 

$

2,120

 

 

$

4,077

 

 

$

6,391

 

 

$

1,593

 

Accrued expenses and other current liabilities

 

 

6,338

 

 

 

7,849

 

 

 

9,679

 

Deferred revenue

 

 

1,568

 

 

 

174

 

 

 

165

 

Income tax payable

 

 

 

 

 

125

 

 

 

3

 

Earn-out consideration payable

 

 

807

 

 

 

 

Operating lease liabilities

 

 

225

 

 

 

 

Deferred revenue and other current liabilities

 

 

7,799

 

 

 

8,753

 

Total current liabilities

 

 

10,505

 

 

 

10,268

 

 

 

13,924

 

 

 

15,222

 

 

 

10,346

 

Deferred income tax liabilities

 

 

37

 

 

 

37

 

 

 

44

 

 

 

 

 

 

 

 

 

Non-current contingent consideration

 

 

5,210

 

 

 

10,962

 

Non-current operating lease liabilities

 

 

1,009

 

 

 

 

Non-current deferred revenue and other liabilities

 

 

31

 

 

 

4,567

 

Total liabilities

 

 

10,542

 

 

 

10,305

 

 

 

13,968

 

 

 

21,472

 

 

 

25,875

 

 

 

 

 

 

 

 

 

Commitments and contingencies (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, 13,438,316, 13,328,066 and 13,147,916 shares issued and outstanding

 

 

134

 

 

 

133

 

 

 

131

 

Preferred stock, 1,000,000 shares authorized, 0 shares issued and outstanding

 

 

 

 

 

 

Common stock, $.01 par value, 20,000,000 shares authorized, 13,738,971 and

13,670,639 shares issued, respectively; and 12,969,542 and 13,670,639 shares outstanding, respectively

 

 

137

 

 

 

137

 

Additional paid-in capital

 

 

83,733

 

 

 

77,967

 

 

 

74,160

 

 

 

92,935

 

 

 

90,965

 

Retained earnings

 

 

125,517

 

 

 

182,308

 

 

 

228,278

 

 

 

72,510

 

 

 

86,566

 

Accumulated other comprehensive loss

 

 

(14,230

)

 

 

(15,941

)

 

 

(12,945

)

 

 

(16,320

)

 

 

(16,698

)

Treasury stock, at cost, 769,429 shares at September 30, 2021

 

 

(6,805

)

 

 

 

Total stockholders’ equity

 

 

195,154

 

 

 

244,467

 

 

 

289,624

 

 

 

142,457

 

 

 

160,970

 

Total liabilities and stockholders’ equity

 

$

205,696

 

 

$

254,772

 

 

$

303,592

 

 

$

163,929

 

 

$

186,845

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 


F-5


Geospace Technologies Corporation and Subsidiaries

Consolidated Statements of Operations

(In thousands, except share and per share amounts)

 

 

YEAR ENDED SEPTEMBER 30,

 

 

YEAR ENDED SEPTEMBER 30,

 

 

2017

 

 

2016

 

 

2015

 

 

2021

 

 

2020

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

$

60,055

 

 

$

46,530

 

 

$

73,691

 

 

$

75,864

 

 

$

34,136

 

Rental equipment

 

 

13,666

 

 

 

15,530

 

 

 

11,176

 

 

 

19,000

 

 

 

53,699

 

Total revenue

 

 

73,721

 

 

 

62,060

 

 

 

84,867

 

 

 

94,864

 

 

 

87,835

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Products

 

 

79,548

 

 

 

63,608

 

 

 

79,998

 

 

 

58,884

 

 

 

39,970

 

Rental equipment

 

 

14,856

 

 

 

17,815

 

 

 

16,069

 

 

 

19,686

 

 

 

24,433

 

Total cost of revenue

 

 

94,404

 

 

 

81,423

 

 

 

96,067

 

 

 

78,570

 

 

 

64,403

 

Gross profit (loss)

 

 

(20,683

)

 

 

(19,363

)

 

 

(11,200

)

 

 

 

 

 

 

 

 

Gross profit

 

 

16,294

 

 

 

23,432

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

 

20,238

 

 

 

21,533

 

 

 

22,671

 

 

 

21,926

 

 

 

23,068

 

Research and development

 

 

13,782

 

 

 

13,851

 

 

 

14,694

 

 

 

14,839

 

 

 

16,569

 

Goodwill impairment

 

 

 

 

 

 

 

 

1,843

 

 

 

 

 

 

671

 

Change in estimated fair value of contingent consideration

 

 

(3,524

)

 

 

1,100

 

Bad debt expense (recovery)

 

 

(380

)

 

 

763

 

 

 

2,147

 

 

 

(76

)

 

 

63

 

Total operating expenses

 

 

33,640

 

 

 

36,147

 

 

 

41,355

 

 

 

33,165

 

 

 

41,471

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(54,323

)

 

 

(55,510

)

 

 

(52,555

)

 

 

(16,871

)

 

 

(18,039

)

Other income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

Interest expense

 

 

(39

)

 

 

(26

)

 

 

(229

)

 

 

 

 

 

(38

)

Interest income

 

 

653

 

 

 

376

 

 

 

427

 

 

 

1,441

 

 

 

1,102

 

Foreign exchange gains (losses)

 

 

(339

)

 

 

(113

)

 

 

2,622

 

Gain on investments, net

 

 

1,993

 

 

 

 

Foreign exchange gains (losses), net

 

 

(41

)

 

 

491

 

Other, net

 

 

(60

)

 

 

(60

)

 

 

(99

)

 

 

 

 

 

(109

)

Total other income, net

 

 

215

 

 

 

177

 

 

 

2,721

 

 

 

3,393

 

 

 

1,446

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

 

(54,108

)

 

 

(55,333

)

 

 

(49,834

)

 

 

(13,478

)

 

 

(16,593

)

Income tax expense (benefit)

 

 

2,683

 

 

 

(9,363

)

 

 

(17,193

)

Income tax expense

 

 

578

 

 

 

2,649

 

Net loss

 

$

(56,791

)

 

$

(45,970

)

 

$

(32,641

)

 

$

(14,056

)

 

$

(19,242

)

 

 

 

 

 

 

 

 

Loss per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(4.32

)

 

$

(3.52

)

 

$

(2.51

)

 

$

(1.05

)

 

$

(1.42

)

Diluted

 

$

(4.32

)

 

$

(3.52

)

 

$

(2.51

)

 

$

(1.05

)

 

$

(1.42

)

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

13,134,071

 

 

 

13,044,875

 

 

 

12,996,958

 

 

 

13,358,930

 

 

 

13,525,179

 

Diluted

 

 

13,134,071

 

 

 

13,044,875

 

 

 

12,996,958

 

 

 

13,358,930

 

 

 

13,525,179

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 


F-6


Geospace Technologies Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)Loss

(In thousands)

 

 

YEAR ENDED SEPTEMBER 30,

 

 

YEAR ENDED SEPTEMBER 30,

 

 

2017

 

 

2016

 

 

2015

 

 

2021

 

 

2020

 

Net loss

 

$

(56,791

)

 

$

(45,970

)

 

$

(32,641

)

 

$

(14,056

)

 

$

(19,242

)

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized gains (losses) on available-for-sale securities

 

 

(43

)

 

 

(12

)

 

 

23

 

Other comprehensive loss:

 

 

 

 

 

 

 

 

Change in unrealized losses on available-for-sale securities, net of tax

 

 

(15

)

 

 

 

Foreign currency translation adjustments

 

 

1,754

 

 

 

(2,984

)

 

 

(10,472

)

 

 

393

 

 

 

(941

)

Other comprehensive income (loss), net of tax

 

 

1,711

 

 

 

(2,996

)

 

 

(10,449

)

Total other comprehensive income (loss)

 

 

378

 

 

 

(941

)

Total comprehensive loss

 

$

(55,080

)

 

$

(48,966

)

 

$

(43,090

)

 

$

(13,678

)

 

$

(20,183

)

 

The accompanying notes are an integral part of the consolidated financial statements.

 


F-7


Geospace Technologies Corporation and Subsidiaries

Consolidated StatementStatements of Stockholders’ Equity

For the years ended September 30, 2017, 20162021 and 20152020

(In thousands, except share amounts)

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Additional

Paid-In

Capital

 

 

Retained

Earnings

 

 

Other

Comprehensive

Loss

 

 

Total

 

 

Shares

 

 

Amount

 

 

Additional

Paid-In

Capital

 

 

Retained

Earnings

 

 

Other

Comprehensive

Loss

 

 

Treasury Stock

 

 

Total

 

Balance at October 1, 2014

 

 

13,147,416

 

 

 

131

 

 

 

70,704

 

 

 

260,919

 

 

 

(2,496

)

 

 

329,258

 

Balance at October 1, 2019

 

 

13,630,666

 

 

$

136

 

 

$

88,660

 

 

$

105,808

 

 

$

(15,757

)

 

$

 

 

$

178,847

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(32,641

)

 

 

 

 

 

(32,641

)

 

 

 

 

 

 

 

 

 

 

 

(19,242

)

 

 

 

 

 

 

 

 

(19,242

)

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(10,449

)

 

 

(10,449

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(941

)

 

 

 

 

 

(941

)

Excess tax expense from stock-based compensation

 

 

 

 

 

 

 

 

(1,083

)

 

 

 

 

 

 

 

 

(1,083

)

Issuance of restricted stock

 

 

3,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock pursuant to the vesting of restricted stock units

 

 

41,723

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Forfeiture of restricted stock

 

 

(2,500

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,750

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

 

 

 

 

 

 

4,539

 

 

 

 

 

 

 

 

 

4,539

 

 

 

 

 

 

 

 

 

2,305

 

 

 

 

 

 

 

 

 

 

 

 

2,305

 

Balance at September 30, 2015

 

 

13,147,916

 

 

 

131

 

 

 

74,160

 

 

 

228,278

 

 

 

(12,945

)

 

 

289,624

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(45,970

)

 

 

 

 

 

(45,970

)

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,996

)

 

 

(2,996

)

Excess tax expense from stock-based compensation

 

 

 

 

 

 

 

 

(1,411

)

 

 

 

 

 

 

 

 

(1,411

)

Issuance of restricted stock

 

 

182,400

 

 

 

2

 

 

 

(2

)

 

 

 

 

 

 

 

 

 

Forfeiture of restricted stock

 

 

(2,250

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

 

 

 

 

 

 

5,220

 

 

 

 

 

 

 

 

 

5,220

 

Balance at September 30, 2016

 

 

13,328,066

 

 

 

133

 

 

 

77,967

 

 

 

182,308

 

 

 

(15,941

)

 

 

244,467

 

Balance at September 30, 2020

 

 

13,670,639

 

 

 

137

 

 

 

90,965

 

 

 

86,566

 

 

 

(16,698

)

 

 

 

 

 

160,970

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(56,791

)

 

 

 

 

 

(56,791

)

 

 

 

 

 

 

 

 

 

 

 

(14,056

)

 

 

 

 

 

 

 

 

(14,056

)

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,711

 

 

 

1,711

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

378

 

 

 

 

 

 

378

 

Issuance of restricted stock

 

 

109,500

 

 

 

1

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

Issuance of common stock pursuant to the vesting of restricted stock units

 

 

70,832

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeiture of restricted stock

 

 

(3,250

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,500

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock pursuant to exercise of options, net of tax

 

 

4,000

 

 

 

 

 

 

35

 

 

 

 

 

 

 

 

 

35

 

Purchase of treasury stock

 

 

(769,429

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,805

)

 

 

(6,805

)

Stock-based compensation

 

 

 

 

 

 

 

 

5,732

 

 

 

 

 

 

 

 

 

5,732

 

 

 

 

 

 

 

 

 

1,970

 

 

 

 

 

 

 

 

 

 

 

 

1,970

 

Balance at September 30, 2017

 

 

13,438,316

 

 

 

134

 

 

$

83,733

 

 

$

125,517

 

 

$

(14,230

)

 

$

195,154

 

Balance at September 30, 2021

 

 

12,969,542

 

 

$

137

 

 

$

92,935

 

 

$

72,510

 

 

$

(16,320

)

 

$

(6,805

)

 

$

142,457

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 


F-8


Geospace Technologies Corporation and Subsidiaries

Consolidated Statements of Cash Flows

(In thousands)

 

 

YEAR ENDED SEPTEMBER 30,

 

 

YEAR ENDED SEPTEMBER 30,

 

 

2017

 

 

2016

 

 

2015

 

 

2021

 

 

2020

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(56,791

)

 

$

(45,970

)

 

$

(32,641

)

 

$

(14,056

)

 

$

(19,242

)

Adjustments to reconcile net loss to net cash provided

by (used in) operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred income tax expense (benefit)

 

 

(25

)

 

 

4,209

 

 

 

(943

)

Deferred income tax expense

 

 

3

 

 

 

181

 

Rental equipment depreciation

 

 

12,530

 

 

 

14,523

 

 

 

13,948

 

 

 

15,075

 

 

 

17,945

 

Property, plant and equipment depreciation

 

 

5,236

 

 

 

5,391

 

 

 

5,599

 

 

 

3,956

 

 

 

4,016

 

Impairment of long-lived assets

 

 

5,331

 

 

 

1,814

 

 

 

 

Goodwill impairment

 

 

 

 

 

 

 

 

1,843

 

Amortization of intangible assets

 

 

1,746

 

 

 

1,732

 

Goodwill impairment expense

 

 

 

 

 

671

 

Accretion of discounts on short-term investments

 

 

60

 

 

 

110

 

 

 

225

 

 

 

96

 

 

 

 

Stock-based compensation expense

 

 

5,732

 

 

 

5,220

 

 

 

4,539

 

 

 

1,970

 

 

 

2,305

 

Bad debt expense (recovery)

 

 

(380

)

 

 

763

 

 

 

2,147

 

 

 

(76

)

 

 

63

 

Inventory obsolescence expense

 

 

21,472

 

 

 

11,212

 

 

 

3,887

 

 

 

3,001

 

 

 

4,726

 

Change in estimate of collectability of rental revenue

 

 

 

 

 

7,993

 

Change in estimated fair value of contingent consideration

 

 

(3,524

)

 

 

1,100

 

Gross profit from sale of used rental equipment

 

 

(9,054

)

 

 

(404

)

 

 

(3,208

)

 

 

(6,678

)

 

 

(743

)

Loss on disposal of property, plant and equipment

 

 

 

 

 

8

 

 

 

26

 

Realized loss on short-term investments

 

 

3

 

 

 

5

 

 

 

7

 

Excess tax expense from stock-based compensation

 

 

 

 

 

(1,411

)

 

 

(1,083

)

Gain on disposal of property, plant and equipment

 

 

 

 

 

(116

)

Realized gain on sale of investments, net

 

 

(1,993

)

 

 

 

Effects of changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade accounts and financing receivables

 

 

7,743

 

 

 

(3,428

)

 

 

7,088

 

Income tax receivable

 

 

13,041

 

 

 

4,078

 

 

 

(14,799

)

Trade accounts and notes receivables

 

 

(2,973

)

 

 

2,482

 

Unbilled receivables

 

 

(1,051

)

 

 

 

Inventories

 

 

2,962

 

 

 

5,193

 

 

 

9,661

 

 

 

(7,674

)

 

 

5

 

Prepaid expenses and other current assets

 

 

680

 

 

 

(523

)

 

 

997

 

Prepaid income taxes

 

 

2,171

 

 

 

1,475

 

 

 

1,753

 

Deferred cost of revenue and other assets

 

 

5,368

 

 

 

(7,786

)

Accounts payable trade

 

 

477

 

 

 

(1,942

)

 

 

(834

)

 

 

4,712

 

 

 

(2,453

)

Accrued expenses and other

 

 

(1,269

)

 

 

(2,149

)

 

 

(6,004

)

Deferred revenue

 

 

295

 

 

 

11

 

 

 

(3,567

)

Income taxes payable

 

 

(123

)

 

 

120

 

 

 

(10

)

Deferred revenue and other liabilities

 

 

(5,074

)

 

 

5,243

 

Net cash provided by (used in) operating activities

 

 

10,091

 

 

 

(1,695

)

 

 

(11,369

)

 

 

(7,172

)

 

 

18,122

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of property, plant and equipment

 

 

(1,177

)

 

 

(1,867

)

 

 

(2,189

)

 

 

(3,188

)

 

 

(2,916

)

Investment in rental equipment

 

 

(455

)

 

 

(502

)

 

 

(3,973

)

 

 

(2,121

)

 

 

(5,487

)

Proceeds from the sale of property, plant and equipment

 

 

16

 

 

 

204

 

Proceeds from the sale of used rental equipment

 

 

4,884

 

 

 

1,584

 

 

 

4,278

 

 

 

10,626

 

 

 

4,149

 

Purchases of short-term investments

 

 

(19,242

)

 

 

(25,791

)

 

 

(6,306

)

Purchase of short-term investments

 

 

(12,544

)

 

 

 

Proceeds from the sale of short-term investments

 

 

10,532

 

 

 

16,368

 

 

 

7,902

 

 

 

3,170

 

 

 

 

Business acquisition, net of acquired cash

 

 

(1,346

)

 

 

 

Proceeds from sale of investment in debt security

 

 

2,069

 

 

 

 

Net cash used in investing activities

 

 

(5,458

)

 

 

(10,208

)

 

 

(288

)

 

 

(3,318

)

 

 

(4,050

)

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from exercise of stock options and other

 

 

50

 

 

 

 

 

 

 

Net cash provided by financing activities

 

 

50

 

 

 

 

 

 

 

Payments on contingent consideration

 

 

(1,421

)

 

 

(78

)

Purchase of treasury stock

 

 

(6,805

)

 

 

 

Net cash used in financing activities

 

 

(8,226

)

 

 

(78

)

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

 

147

 

 

 

(149

)

 

 

614

 

 

 

96

 

 

 

(233

)

Increase (decrease) in cash and cash equivalents

 

 

4,830

 

 

 

(12,052

)

 

 

(11,043

)

 

 

(18,620

)

 

 

13,761

 

Cash and cash equivalents, beginning of fiscal year

 

 

10,262

 

 

 

22,314

 

 

 

33,357

 

 

 

32,686

 

 

 

18,925

 

Cash and cash equivalents, end of fiscal year

 

$

15,092

 

 

$

10,262

 

 

$

22,314

 

 

$

14,066

 

 

$

32,686

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

 


 

F-9


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 non-seismicAdjacent Markets products including industrial products, imaging equipment, and imaging equipment.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.  All intercompany balances and transactions have been eliminated.

Reclassifications

Certain amounts previously presented in the consolidated financial statements have been reclassified to conform to the current year presentation.  Such reclassifications had no effect on previously reported net loss, stockholders’ equity or cash flows. 

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 bad debt reserves, collectability of rental revenue, inventory obsolescence reserves, self-insurance reserves, product warranty reserves, useful lives of long-lived assets, impairment of long-lived assets and intangible assets, contingent consideration and deferred income tax assets.  The Company bases its estimates on historical experience and various other factors that are believed to be reasonable under the circumstances.  ActualWhile 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 liquidhighly-liquid investments purchased with an original or remaining maturity at the time of purchase of three months or less to be cash equivalents.

Short-term Investments

The  At September 30, 2021 cash and cash equivalents included $5.2 million held by the Company’s foreign subsidiaries and branch offices.  If the Company classifieswere to repatriate the cash held by its short-term investments consisting of corporate bonds, government bondsforeign subsidiaries, it could be required to accrue and other such similar investments as available-for-sale securities.  Available-for-sale securities are carried at fair market value with net unrealized holding gains and losses reported each period as a component of accumulated other comprehensive loss in stockholders’ equity.  See Note 2 for additional information.pay taxes on any amount repatriated.    

Concentrations of Credit and Supplier Risk

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 potential credit losses.  One customerThree customers comprised 17.8%19.8%, 16.4% and 10.6%, of the Company’s revenue during fiscal year 2017.2021.  At September 30, 2017,2021, the Company had trade accounts, financing receivables and unbilled receivables from these customers of $4.9 million, $7.4 million (of which $2.1 million was long-term) and $1.1 million, respectively.  One of the Company’s major customers in fiscal year 2021 also comprised 48.2% of the Company’s revenue during fiscal year 2020.  At September 30, 2020, the Company had trade account receivables due from this customer of $7.3 million.                 

F-10    Certain models of the Company’s oil and gas marine wireless products require a timing device it purchases from a United States 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 0 product sales requiring this device in fiscal year 2021.

F-11


Geospace Technologies Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

 

a financing receivableThe Company purchases all of its thermal film from one manufacturer for its imaging products.  Except for the film sold to the Company by this customermanufacturer, the Company knows of $8.1 million.  One customer comprised 18.5% ofno 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 revenues during fiscal year 2016.   At September 30, 2016,ability to compete in the Company had an account receivable from this customer of $9.1 million.  No customers comprised 10%direct thermal imaging marketplace could be impaired, which could adversely affect its financial performance.  Thermal film sales represented approximately 7% of the Company’s revenue duringin fiscal year 2015.                    2021.

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 marketnet 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 noncurrent assets.

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 Equipmentequipment

 

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, 2017, management reviewed the recoverability of the carrying value of certain of manufacturing cabling equipment based on future undiscounted cash flows and determined that the carrying value of the equipment exceeded the expected future cash flows.  As a result, the Company compared the fair value of these assets to their carrying value and determined that the fair value was less than their carrying value.  In estimating the fair value of the equipment, the Company utilized a combination of both the market and cost approach methods, with a weighted emphasis toward the market approach method.  The market approach method assumes the most probable selling price for an asset.  The cost approach method assumes what a prudent investor would pay to replace or reproduce an asset.   As a result of the fair value analysis, impairment charges of $5.3 million were recorded for the fiscal year ended September 30, 2017.  Impairment charges of $1.8 million were recorded on certain rental assets for the fiscal ended September 30, 2016.  The impairment charges are included as a component of cost of revenue in the Company’s consolidated statements of operations.

F-11Goodwill

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 guidance on the testing of goodwill for impairment provides the option to first assess 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, an entity determines it is more likely than not that the fair value of a reporting unit is more than its carrying amount then it is not necessary to perform a quantitative assessment. However, if an entity concludes otherwise, then a quantitative assessment must be performed.  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

F-12


Geospace Technologies Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

 

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.      

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 – Products and Services

See Note 2 to these consolidated financial statements.

Contingent Consideration

The Company primarily derivesestablished earn-out liabilities in connection with its business acquisitions in fiscal year 2018 and 2019.  The Company engaged the services of a valuation firm to measure the initial fair value of the earn-out liabilities as of the acquisition date for each business.  The valuation technique used to measure the fair value of the liability was derived from models utilizing market observable inputs, internal estimates and the use of internal projections of future revenue fromand/or gross profits.  The Company reviews the salefair value of its manufactured products, including revenue derived from the sale of its manufactured rental equipment.  In addition, the Company generates revenue from the short-term rental under operating leases of its manufactured products.  The Company recognizes revenue from product sales, including the sale of used rental equipment, when all of the following have occurred: (i) title passescontingent earn-out liabilities on a quarterly basis.  Adjustments to the customer, (ii)liabilities, if any, are included as a component of earnings in the customer assumes the risks and rewardsconsolidated statements of ownership, (iii) the product sales price has been determined, (iv) collectability of the sales price is reasonably assured, and (v) product delivery occurs as directed by the customer.  Although infrequent, in cases where collectability is not reasonably assured, the installment or cost recovery method is used.  Exceptoperations.  See Note 18 to these consolidated financial statements for certain of the Company’s reservoir characterization products, 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.  The Company recognizes rental revenue as earned over the rental period.  Rentals of the Company’s equipment generally range from daily rentals to rental periods of up to six months or longer.  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.

Deferred Revenue

The Company records deferred revenue when customer funds are received prior to the recognition of the associated revenue.additional information.    

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 accrued expensesdeferred revenue and 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, 2014

 

$

951

 

Balance at October 1, 2019

 

$

229

 

Accruals for warranties issued during the year

 

 

4,984

 

 

 

790

 

Settlements made (in cash or in kind) during the year

 

 

(3,609

)

 

 

(761

)

Balance at September 30, 2015

 

 

2,326

 

Balance at September 30, 2020

 

 

258

 

Accruals for warranties issued during the year

 

 

595

 

 

 

814

 

Settlements made (in cash or in kind) during the year

 

 

(2,529

)

 

 

(693

)

Balance at September 30, 2016

 

 

392

 

Accruals for warranties issued during the year

 

 

770

 

Settlements made (in cash or in kind) during the year

 

 

(654

)

Balance at September 30, 2017

 

$

508

 

Balance at September 30, 2021

 

$

379

 

F-13


Geospace Technologies Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

 

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 13.      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.

Shipping and Handling Costs

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 sales.  The Company had shipping and handling expenses of $0.3 million, $0.4 million and $0.6 million for each of the fiscal years ended September 30, 2017, 2016 and 2015, respectively.    

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.  GAAPU.S. generally accepted accounting principles (“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.

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.  The Company incurred 0  interest or penalties for the fiscal years ended September 30, 2021 and 2020.

RecentRecently Issued Accounting Pronouncements

 

In NovemberJune 2016, the Financial Accounting Standards Board (“FASB”(the “FASB”) issued guidance which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents.  Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows.  This guidance must be adopted by the Company no later than its first quarter of fiscal year 2019 and should be applied on a retrospective transition basis.  The Company has historically not held restricted cash balances and, therefore, does not

F-13


Geospace Technologies Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

expect the adoption of this guidance to have a material effect on its consolidated financial statements.  However, upon adoption of this guidance, the Company will make any necessary changes to present restricted cash balances in accordance with the guidance.  

In October 2016, the FASB issued guidance which eliminates the exception of recognizing, at the time of transfer, current and deferred income taxes for intercompany profits on intra-entity asset transfers other than inventory.  This guidance must be adopted by the Company no later than its first quarter of fiscal year 2019 and applied on a modified retrospective transition basis.  Since early adoption is permitted, the Company is planning to adopt this guidance in its first quarter of its fiscal year ending September 30, 2018.

Upon the adoption of the guidance, the Company will record a cumulative-effect adjustment to retained earnings of $0.1 million.  Under current guidance, the Company maintains a non-current prepaid income tax asset on its consolidated balance sheets representing income taxes paid in the U.S. on profits realized from the sale of rental equipment to its foreign subsidiaries.  As this rental equipment is depreciated, the prepaid tax is recognized as a current income tax expense in the Company’s consolidated statement of operations.  Upon adoption of the new guidance, the Company will be required to recognize a deferred tax asset related to the intercompany profits realized on the sale of assets to its subsidiaries; however, profits realized from the intercompany sale of inventories will continue to be accounted for as a prepaid income tax asset similar to the current guidance.  The deferred tax asset resulting from the sale of non-inventory assets will be recognized at the jurisdictional tax rate of the subsidiary purchasing the asset.  Any differences between the subsidiary’s jurisdictional tax rate and the seller’s tax rate pertaining to the intercompany profit will be charged to seller’s current income tax expense at the time of the sale.  Since the current U.S. income tax rate is substantially higher than the current income tax rates applicable to each of the Company’s foreign subsidiaries, adoption of the new guidance could have a significant impact on the Company’s provision for income taxes in future periods if significant amounts of rental equipment are sold by the Company’s U.S. subsidiaries to its foreign subsidiaries.  

In June 2016, the FASB issued guidance surrounding credit losses for financial instruments that replaces the incurred loss impairment methodology in current U.S. generally accepted accounting principles (“GAAP”).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 As a small reporting company, the Company must adopt this

F-14


Geospace Technologies Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

standard is effective for annual reporting periods beginning after December 15, 2019 and interim periods within those annual periods.no later than the first quarter of its fiscal year ending September 30, 2024. Early adoption for a fiscal year beginning after December 15, 2018 is permitted.  EntitiesThe standard’s provisions will apply the standard’s provisionsbe applied as a cumulative-effect adjustment to retained earnings as of the beginning of the first effective reporting period.  The Company expectsintends to adopt this standard during the first quarter of its fiscal year ending September 30, 20212024 and is currently evaluatingcontinuing to evaluate the impact of this new guidance on its consolidated financial statements. 

In March 2016,December 2019, the FASB issued guidance on simplifying the accounting for income taxes.  The guidance eliminates certain exceptions to simplify key components of employee share-based payment accounting.  Thethe general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2016, including2020.  Certain amendments within the guidance are required to be applied on a retrospective basis for all periods presented; others are to be applied using a modified retrospective approach with a cumulative-effect adjustment to retained earnings, if any, as of the beginning of the first reporting period in which the guidance is adopted; and yet others are to be applied using either basis. All other amendments not specified in the guidance should be applied on a prospective basis. Early adoption is permitted. An entity that elects to early adopt in an interim periods withinperiod should reflect any adjustments as of the beginning of the annual period that reportingincludes that interim period. Additionally, an entity that elects early adoption must adopt all the amendments in the same period. The new guidance simplifies several aspects of the accounting for share-based payment transactions, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification of excess tax benefits from share-based payments on the statement of cash flows.  The Company willintends to adopt this guidance instandard during the first quarter of its fiscal year ending September 30, 2018.  No cumulative effect adjustment to retained earnings will be needed upon adoption as the Company has no unrecorded excess tax benefits residing in additional paid-in-capital account.  Under the current standard, the Company is required to track2022 and record as a component of additional paid-in capital the tax impact of cumulative windfalls, net of any shortfalls, which result from excess tax benefits from share-based payments. As a result, the impact of net windfalls has not historically affected the Company’s provision for income taxes or its effective income tax rate.  In addition, the Company will no longer track windfalls or shortfalls resulting from share-based payments since all future windfalls and shortfalls will be recorded as a component of the Company’s current provision for income taxes.  Depending on the magnitude of future windfalls or shortfalls, this change could significantly affect the Company’s provision for income taxes in a positive or negative direction.

In February 2016, the FASB issued guidance requiring a lessee to recognize assets and liabilities for leases with lease terms of more than 12 months.  Consistent with current GAAP, the recognition, measurement and presentation of expense and cash flows arising from a lease by a lessee primarily will depend on its classification of the lease as a finance or operating lease.  However, unlike current GAAP, which requires only capital leases to be recognized on the balance sheet, the new guidance will also require operating leases of the lessee to be recognized on the balance sheet if the operating lease term is more than 12 months.  The guidance also requires disclosures to help investors and other financial statement users to better understand the amount, timing and uncertainty of cash flows arising from leases.  These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements.  The guidance is effective for fiscal years, and interim reporting periods therein, beginning after December 15, 2018 and is to be applied using the modified retrospective approach.  The Company expects to adopt this standard in its first quarter of its fiscal year ending September 30, 2020.  The Company currently is not a lessee under any lease agreements with a term longer than one year.  The Company is routinely a lessor in its rental contracts with customers; however,

F-14


Geospace Technologies Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

these rental agreements are generally short-term in nature and we believe would be treated as operating leases under the new guidance; however, we have not completed a detailed review of our lease arrangements and these conclusions are subject to change.    

In July 2015, the FASB issued guidance requiring management to measure inventory at the lower of cost or net realizable value.  Under the new guidance, net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.  The new guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within that reporting period and should be applied retrospectively, with early application permitted.  The Company will adopt this standard in its first quarter of its fiscal year ending September 30, 2018.  Since the Company is a manufacturer and the nature of its inventory is generally unique to its designs and applications thus preventing the gathering of relevant external market data, its practice for calculating net realizable value under the current standard is consistent with the practice prescribed by the new guidance. Therefore, the Company does not expect the adoption of the newthis guidance to have a material effect uponimpact on its consolidated financial statements.

2.   Revenue Recognition

In May 2014, the FASB issued guidance requiring entities to recognize revenue from contracts with customers by applying a five-step model in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), the core principle to depictCompany recognizes revenue when performance of contractual obligations are satisfied, generally when control of the transfer of promised goods or services is transferred to its customers, in an amount that reflects the consideration to which the entityit expects to be entitled to in exchange for those goods or services.  In addition, this guidance specifies

The Company primarily derives product revenue from the accounting for some costs to obtain or fulfillsale 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 with a customerare satisfied, control is transferred and expands disclosure requirements for revenue recognition.  In August 2015, the FASB issued guidance deferring the effective date of this guidance to annual periods beginning after December 15, 2017, including interim reporting periods therein.  Entities have the option to adopt this guidance either retrospectively or through a modified retrospective transition method.  This new standard will supersede existing revenue guidance and affect the Company's revenue recognition process and the presentations or disclosurescollectability of the Company's consolidated financial statements and footnotes.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 through three primary transactions types:  (i) the immediate recognition of revenue through the routine delivery of products towhen it determines that collectability is probable or when non-refundable cash is received from its customers (ii)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 its customers through short-term operating leases, and (iii) the recognitionminimum rental periods of revenue utilizing the percentage of completion method for the delivery of complex products requiring long manufacturing times and substantial engineering resources.up to six months or longer.  The Company expectshas determined that ASC 606 does not apply to adopt this standard inrental contracts, which are within the first quarterscope of its fiscalASC 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 ending September 30, 2019 and is in the early stages of evaluating the standard, including the method of adoption to determine the impact on its consolidated financial statements.  Further disclosures around policy changes or quantitative effects will be made asless.  Additionally, the Company moves closerexpenses 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 adoptionshipping and handling of this standard.

2. Short-term Investments

Duringgoods 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 $0.4 million and $0.3 million, respectively, for the fiscal years ended September 30, 2017, 20162021 and 20152020, respectively.

During the third quarter of fiscal year 2020, the Company realized losseswas awarded a $10.5 million contract (inclusive of $3,000, $5,000a subsequent contract amendment of $0.3 million) with the Bureau of Customs and $7,000, respectively, fromBorder Patrol (the “CBP”) to provide a technology solution to the saleDepartment of short-term investments.Homeland Security.  Revenue recognized under the contract for fiscal year 2020 and 2021 was $0.3 million and $10.1 million, respectively.  The realized losses are recorded in Other Income (Expense)Company had unbilled receivables of $1.1 million at September 30, 2021 under this contract.  Unrecognized revenue for unsatisfied performance obligations on this contract at September 30, 2021 was approximately $0.1 million.  The Company anticipates the revenue on the consolidated statements of operations.  At September 30, 2017, 2016 and 2015,remaining performance obligation on this contract will be recognized in the Company’s short-term investments were composed of the following (in thousands):first quarter

 

 

AS OF SEPTEMBER 30, 2017

 

 

 

Amortized

Cost

 

 

Unrealized

Gains

 

 

Unrealized

Losses

 

 

Estimated

Fair Value

 

Short-term investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

 

$

22,829

 

 

$

 

 

$

(31

)

 

$

22,798

 

Government bonds

 

 

13,363

 

 

 

 

 

 

(24

)

 

 

13,339

 

Total

 

$

36,192

 

 

$

 

 

$

(55

)

 

$

36,137

 

F-15


Geospace Technologies Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

 

 

 

AS OF SEPTEMBER 30, 2016

 

 

 

Amortized

Cost

 

 

Unrealized

Gains

 

 

Unrealized

Losses

 

 

Estimated

Fair Value

 

Short-term investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

 

$

17,342

 

 

$

 

 

$

(19

)

 

$

17,323

 

Government bonds

 

 

10,169

 

 

 

 

 

 

(1

)

 

 

10,168

 

Total

 

$

27,511

 

 

$

 

 

$

(20

)

 

$

27,491

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AS OF SEPTEMBER 30, 2015

 

 

 

Amortized

Cost

 

 

Unrealized

Gains

 

 

Unrealized

Losses

 

 

Estimated

Fair Value

 

Short-term investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

 

$

15,166

 

 

$

 

 

$

(5

)

 

$

15,161

 

Government bonds

 

 

2,948

 

 

 

3

 

 

 

 

 

 

2,951

 

Total

 

$

18,114

 

 

$

3

 

 

$

(5

)

 

$

18,112

 

The Company’s short-term investments have contractual maturities ranging from October 2017 to October 2019.         

3. Derivative Financial Instrumentsof fiscal year 2022.  Unsatisfied performance obligations on all other contracts held by the Company at September 30, 2021 had an original duration of one year or less. 

At September 30, 2017, 20162021, the Company had 0 deferred contract costs or deferred contract liabilities.  At September 30, 2020, the Company had 0 deferred contract costs and 2015,$0.2 million deferred contract liabilities, which are included in current liabilities on the Company’s Canadian subsidiary had CAN$26.1 million, CAD$27.1 million and CAN$28.1 million, respectively, of Canadian dollar denominated intercompany accounts payable owed to one of the Company’s U.S subsidiaries.  In order to mitigate its exposure to movements in foreign currency rates between the U.S. dollar and Canadian dollar, the Company routinely enters into foreign currency forward contracts to hedge a portion of its exposure to changes in the value of the Canadian dollar.  On September 29, 2017, the Company entered into a CAN$9.0 million 90-day hedge contract with a United States Bank to reduce the impact on cash flows from movements in the Canadian dollar/U.S. dollar currency exchange rate, but has not been designatedconsolidated balance sheet as a hedge for accounting purposes.                            

The following table summarizes the gross fair valuecomponent of all derivative instruments, which are not designated as hedging instrumentsdeferred revenue and their location in the consolidated balance sheets (in thousands):

Derivative Instrument

 

Location

 

September 30, 2017

 

 

September 30, 2016

 

 

September 30, 2015

 

Foreign Currency Forward Contracts

 

Prepaid Expenses and Other Current Assets

 

$

 

 

$

5

 

 

$

 

Foreign Currency Forward Contracts

 

Accrued Expenses and Other Current Liabilities

 

$

 

 

$

 

 

$

18

 

 

 

 

 

$

 

 

$

5

 

 

$

18

 

The following table summarizes the impact of the Company’s derivatives on the consolidated statements of operations forother liabilities.  During the fiscal years ended September 30, 2016, 20152021 and 2014 (in thousands):2020, 0 revenue and $0.2 million, respectively, was recognized from deferred contract liabilities.  

 

 

 

 

FOR THE YEAR ENDED SEPTEMBER 30,

 

Derivative Instrument

 

Location

 

2017

 

 

2016

 

 

2015

 

Foreign Currency Forward Contracts

 

Other Income (Expense)

 

$

(106

)

 

$

50

 

 

$

2,698

 

 

 

 

 

$

(106

)

 

$

50

 

 

$

2,698

 

Amounts inDuring the above table include realizedsecond quarter of fiscal year 2020, the Company partially financed a $12.5 million product sale by entering into a $10.0 million promissory note with the customer.  The note has a three-year term with monthly principal and unrealized derivative gains and losses.

4. Fair Valueinterest payments of Financial Instruments

At September 30, 2016, the Company’s financial instruments included cash and cash equivalents, short-term investments, a foreign currency forward contract, trade, notes and financing lease receivables and accounts payable.$0.3 million.  Due to the short-term maturitiesfinancial condition of the customer, the Company had concerns over the probable collectability of the promissory note.  As a result, the Company did 0t recognize any revenue or cost of revenue on the product sale through its first quarter of fiscal year 2021. During the second quarter of fiscal year 2021, as a result of new information received from the customer, management determined that it is probable that the customer will satisfy its remaining payment obligations on the promissory note with the Company and recognized revenue of $12.5 million on the product sale.  During the fourth quarter of fiscal year 2021, the Company granted the customer a six-month principal payment forbearance.  The customer is expected to recommence its monthly payments to the Company in the second quarter of fiscal year 2022.   The customer has made payments totaling $7.2 million (exclusive of interest) as of September 30, 2021 related to the product sale.  Deferred contract costs associated with this sale was recognized in fiscal year 2021.           

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,

 

 

 

2021

 

 

2020

 

Oil and Gas Markets

 

 

 

 

 

 

 

 

Traditional exploration product revenue

 

$

4,518

 

 

$

5,849

 

Wireless exploration product revenue

 

 

27,016

 

 

 

1,421

 

Reservoir product revenue

 

 

1,877

 

 

 

805

 

Total revenue

 

 

33,411

 

 

 

8,075

 

 

 

 

 

 

 

 

 

 

Adjacent Markets

 

 

 

 

 

 

 

 

Industrial product revenue

 

 

21,335

 

 

 

15,622

 

Imaging product revenue

 

 

10,925

 

 

 

9,705

 

Total revenue

 

 

32,260

 

 

 

25,327

 

 

 

 

 

 

 

 

 

 

Emerging Markets

 

 

 

 

 

 

 

 

Revenue

 

 

10,193

 

 

734

 

 

 

 

 

 

 

 

 

 

Total

 

$

75,864

 

 

$

34,136

 

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 (in thousands) from the sale of products and services under contracts with customers.  The table excludes all revenue earned from rental contracts:  

 

 

YEAR ENDED SEPTEMBER 30,

 

 

 

2021

 

 

2020

 

Asia

 

$

17,268

 

 

$

3,613

 

Canada

 

 

1,550

 

 

 

2,054

 

Europe

 

 

7,693

 

 

 

4,813

 

United States

 

 

47,101

 

 

 

22,294

 

Other

 

 

2,252

 

 

 

1,362

 

 

 

$

75,864

 

 

$

34,136

 

F-16


Geospace Technologies Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

 

Revenue is attributable to countries based on the ultimate destination of the product sold, if known.  If the ultimate destination is not known, revenue is attributable to countries based on the geographic location of the initial shipment.

3. Business Acquisition

On July 2, 2021, we acquired 100 percent of the outstanding membership interest in Aquana, LLC, a comprehensive wireless water monitoring and control system provider.  Aquana will operate as a wholly-owned subsidiary of the Company and reside in the Company’s Adjacent Markets business segment.  The acquisition purchase price consisted of an initial cash down payment at closing of approximately $1.4 million, subject to adjustment, and additional contingent cash payments over a six year earn-out period.  The contingent earn-out 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, LLC 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.  In accordance with ASC 805, Business Combinations, due to the continued employment requirement, 0 liability has been recorded for the estimated fair value of contingent earn-out payments for this transaction.  Earn-outs achieved, if any, will be recorded as compensation expense when incurred.             

In connection with the Aquana acquisition, the Company recorded goodwill of $0.7 million, and other intangible assets of $0.7 million.    Current assets and current liabilities acquired in the transaction were nominal. 

Legal and professional costs of $0.2 million related to the Aquana acquisition are included in selling, general and administrative expenses for the fiscal year ended September 30, 2021.   

The Aquana acquisition represents the Company’s strategy to expand its product revenues, as well as its engineering and manufacturing competencies, to markets outside the oil and gas industry.    

4.  Investments

Short-term Investments    

The Company classifies its short-term investments as available-for-sale securities.  Available-for-sale securities are carried at fair market value with net unrealized gains and losses reported as a component of accumulated other comprehensive loss in stockholders’ equity.  For the fiscal year ended September 30, 2021, the Company realized losses of $4,000 from the sale of short-term investments.  NaN gains or losses were realized during the fiscal year ended September 30, 2020 from the sale of short-term investments.  

The Company’s short-term investments were composed of the following (in thousands):

 

 

AS OF SEPTEMBER 30, 2021

 

 

 

Amortized

Cost

 

 

Unrealized

Gains

 

 

Unrealized

Losses

 

 

Estimated

Fair Value

 

Short-term investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

 

$

9,511

 

 

$

 

 

$

(15

)

 

$

9,496

 

Total

 

$

9,511

 

 

$

 

 

$

(15

)

 

$

9,496

 

The Company had 0 short-term investments at September 30, 2020.

The Company’s short-term investments had contractual maturities of $9.0 million due within one year and $0.5 million due from October 2022 to March 2023.

Investment in Debt Security

On July 13, 2020, the Company received an interest in a senior secured bond issued from an international seismic marine customer.  The Company’s interest in the bond, which had a face value of $13.0 million, was received in exchange for $13.0 million of unpaid invoices and late fees owed by the customer.  The bond was secured by a third in line lien on the assets owned by the customer and had an 8% interest rate with bi-annual interest and possible principal payments based on available excess cash flows.  Interest payments could be made either in cash or in-kind payments in the form of additional debt security.  In-kind interest payments require an 8.8% interest rate.  The bond’s scheduled maturity date was July 13, 2022. 

F-17


Geospace Technologies Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

Upon receipt of the senior secured bond, the Company performed a fair value assessment of the investment to determine the bond’s initial carrying amount.  In accordance with ASC 825, “Fair Value Instruments”, the Company determined that the investment is a Level 3 financial instrument primarily due to its unknown marketability.  Because of the distressed financial condition of the customer, the Company believed the fair value of the bond is nominal.

  In January 2021, the Company transferred the security pursuant to a purchase agreement (the “Agreement”) entered into with a third party (the “Buyer”).   Pursuant to the Agreement, the Company received non-refundable consideration of $0.3 million and was entitled to receive additional cash compensation of $2.4 million from the Buyer if certain terms and conditions between the Buyer and the Company’s customer were met by December 31, 2021.  In the event these terms and conditions were not met, the Company had the option to reacquire the bond from the Buyer for one dollar US ($1.00).  The Company recognized a gain on investment of $0.3 million during the three months ended March 31, 2021 in connection with the transfer of the bond.

During the third quarter of fiscal year 2021, the Company agreed to a reduction to the additional cash compensation required from the Buyer to obtain full rights to the bond from $2.4 million to $1.8 million.   In June 2021, the Company received the $1.8 million from the Buyer and relinquished all rights to the bond.  The Company recognized a $1.7 million gain on the sale of the bond during the third quarter of fiscal year 2021.       

5. Fair Value of Financial Instruments

The Company’s financial instruments generally include cash and cash equivalents, short-term investments, trade accounts, financing receivables and accounts payable.  Due to the short-term maturities of cash and cash equivalents, trade and otheraccounts receivable, financing receivables and accounts payable, the carrying amounts approximate fair value on the respective balance sheet dates.  The valuation technique used to measure the fair value of the contingent consideration was derived from models utilizing market observable inputs.  

The Company measures its short-term investments and derivativescontingent consideration at fair value on a recurring basis.

The following tables present the fair value of the Company’s short-term investments and foreign currency forward contracts at September 30, 2017, 2016 and 2015 respectively,contingent consideration by valuation hierarchy and input (in thousands):

 

 

 

AS OF SEPTEMBER 30, 2017

 

 

 

Quoted Prices

in Active

Markets for

Identical Assets

(Level 1)

 

 

Significant Other

Observable

(Level 2)

 

 

Significant

Unobservable

(Level 3)

 

 

Totals

 

Short-term investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

 

$

22,798

 

 

$

 

 

$

 

 

$

22,798

 

Government bonds

 

 

13,339

 

 

 

 

 

 

 

 

 

13,339

 

Total

 

$

36,137

 

 

$

 

 

$

 

 

$

36,137

 

 

 

AS OF SEPTEMBER 30, 2021

 

 

 

Quoted Prices

in Active

Markets for

Identical Assets

(Level 1)

 

 

Significant Other

Observable

(Level 2)

 

 

Significant

Unobservable

(Level 3)

 

 

Totals

 

Short-term investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

 

$

 

 

$

9,496

 

 

$

 

 

$

9,496

 

Total assets

 

$

 

 

$

9,496

 

 

$

 

 

$

9,496

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Contingent consideration liabilities

 

 

 

 

 

 

 

 

(5,210

)

 

 

(5,210

)

Total liabilities

 

$

 

 

$

 

 

$

(5,210

)

 

$

(5,210

)

 

 

 

AS OF SEPTEMBER 30, 2016

 

 

 

Quoted Prices

in Active

Markets for

Identical Assets

(Level 1)

 

 

Significant Other

Observable

(Level 2)

 

 

Significant

Unobservable

(Level 3)

 

 

Totals

 

Short-term investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

 

$

17,323

 

 

$

 

 

$

 

 

$

17,323

 

Government bonds

 

 

10,168

 

 

 

 

 

 

 

 

 

10,168

 

Foreign currency forward contract

 

 

 

 

 

5

 

 

 

 

 

 

5

 

Total

 

$

27,491

 

 

$

5

 

 

$

 

 

$

27,496

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AS OF SEPTEMBER 30, 2015

 

 

 

Quoted Prices

in Active

Markets for

Identical Assets

(Level 1)

 

 

Significant Other

Observable

(Level 2)

 

 

Significant

Unobservable

(Level 3)

 

 

Totals

 

Short-term investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

 

$

15,161

 

 

$

 

 

$

 

 

$

15,161

 

Government bonds

 

 

2,951

 

 

 

 

 

 

 

 

 

2,951

 

Foreign currency forward contract

 

 

 

 

 

(18

)

 

 

 

 

 

(18

)

Total

 

$

18,112

 

 

$

(18

)

 

$

 

 

$

18,094

 

 

 

AS OF SEPTEMBER 30, 2020

 

 

 

Quoted Prices

in Active

Markets for

Identical Assets

(Level 1)

 

 

Significant Other

Observable

(Level 2)

 

 

Significant

Unobservable

(Level 3)

 

 

Totals

 

Contingent consideration

 

$

 

 

$

 

 

$

(10,962

)

 

$

(10,962

)

Assets and liabilities measured on a nonrecurring basis

The measurements utilized to determine the implied fair value of long-lived assets as of September 30, 2017, 2016 and 2015 represented significant unobservable inputs (Level 3).

 

 

F-17F-18


Geospace Technologies Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

 

5.The following table summarizes changes in the fair value of the Company’s Level 3 financial instruments for the fiscal years ended September 30, 2020 and 2021:

Balance at October 1, 2019

 

$

9,940

 

Fair value adjustments

 

 

1,100

 

Payment of contingent consideration

 

 

(78

)

Balance at September 30, 2020

 

 

10,962

 

Fair value adjustments

 

 

(3,524

)

Payment of contingent consideration

 

 

(1,421

)

 

 

 

6,017

 

Less:  Consideration payable

 

 

(807

)

Balance at September 30, 2021

 

$

5,210

 

Adjustments to the fair value of the contingent consideration are based on Monte Carlo simulations or the probability-weighted expected return method utilizing inputs which include market comparable information and management assessments regarding potential future scenarios.  The Company believes its estimates and assumptions are reasonable, however, there is significant judgment involved.

6. Accumulated Other Comprehensive Income (Loss)Loss

Accumulated other comprehensive income (loss)loss consisted of the following (in thousands):

 

 

 

Unrealized Gains

(Losses) on

Available-for-Sale

Securities

 

 

Foreign

Currency

Translation

Adjustments

 

 

Total

 

Balance at October 1, 2014

 

$

(26

)

 

$

(2,470

)

 

$

(2,496

)

Other comprehensive income (loss)

 

 

23

 

 

 

(10,472

)

 

 

(10,449

)

Balance at September 30, 2015

 

 

(3

)

 

 

(12,942

)

 

 

(12,945

)

Other comprehensive loss

 

 

(12

)

 

 

(2,984

)

 

 

(2,996

)

Balance at September 30, 2016

 

 

(15

)

 

 

(15,926

)

 

 

(15,941

)

Other comprehensive income (loss)

 

 

(43

)

 

 

1,754

 

 

 

1,711

 

Balance at September 30, 2017

 

$

(58

)

 

$

(14,172

)

 

$

(14,230

)

 

 

Unrealized

Losses on

Available-for-Sale

Securities

 

 

Foreign

Currency

Translation

Adjustments

 

 

Total

 

Balance at October 1, 2019

 

$

 

 

$

(15,757

)

 

$

(15,757

)

Other comprehensive loss

 

 

 

 

 

(941

)

 

 

(941

)

Balance at September 30, 2020

 

$

 

 

 

(16,698

)

 

 

(16,698

)

Other comprehensive income (loss)

 

 

(15

)

 

 

393

 

 

 

378

 

Balance at September 30, 2021

 

$

(15

)

 

$

(16,305

)

 

$

(16,320

)

6. Inventories

Inventories consisted of the following (in thousands):

 

 

AS OF SEPTEMBER 30,

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

 

 

 

 

(Restated)

 

 

(Restated)

 

Finished goods

 

$

33,690

 

 

$

40,260

 

 

$

55,074

 

Work in process

 

 

2,512

 

 

 

8,272

 

 

 

5,632

 

Raw material

 

 

70,099

 

 

 

65,682

 

 

 

70,769

 

Obsolescence reserve

 

 

(29,614

)

 

 

(9,674

)

 

 

(6,675

)

 

 

 

76,687

 

 

 

104,540

 

 

 

124,800

 

Less current portion

 

 

20,752

 

 

 

30,844

 

 

 

32,422

 

Non-current portion

 

$

55,935

 

 

$

73,696

 

 

$

92,378

 

Inventory obsolescence expense totaled approximately $21.5 million, $11.2 million and $3.9 million during fiscal years 2017, 2016 and 2015, respectively.  Raw materials include semi-finished goods and component parts which totaled approximately $43.2 million, $43.8 million and $48.4 million at September 30, 2017, 2016 and 2015, respectively.

 

7. Accounts and Financing Receivables

Trade accounts receivable, consisted ofnet (excluding notes receivable) are reflected in the following table (in thousands):

 

 

AS OF SEPTEMBER 30,

 

 

AS OF SEPTEMBER 30,

 

 

2017

 

 

2016

 

 

2015

 

 

2021

 

 

2020

 

Trade accounts receivable

 

$

10,830

 

 

$

17,841

 

 

$

15,209

 

 

$

12,635

 

 

$

14,090

 

Allowance for doubtful accounts

 

 

(1,395

)

 

 

(2,449

)

 

 

(2,516

)

 

 

(428

)

 

 

(496

)

 

$

9,435

 

 

$

15,392

 

 

$

12,693

 

 

$

12,207

��

 

$

13,594

 

 

The allowance for doubtful accounts represents the Company’s best estimate of probable credit losses.  The Company determines the allowance based upon historical experience and a current review of its accounts receivable balances.  Accounts receivable balances are charged off against the allowance whenever it is probable that the receivable balance will not be recoverable. The Company does not have any off-balance-sheet credit exposure related to its customers.

F-18F-19


Geospace Technologies Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

 

Financing receivables are reflected in the following table (in thousands):

 

 

AS OF SEPTEMBER 30,

 

 

SEPTEMBER 30,

2017

 

 

SEPTEMBER 30,

2016

 

 

SEPTEMBER 30,

2015

 

 

2021

 

 

2020

 

Promissory notes

 

$

4,306

 

 

$

3,850

 

 

$

3,520

 

 

$

5,432

 

 

$

184

 

Sales-type lease

 

 

8,581

 

 

 

 

 

 

 

 

 

2,464

 

 

 

 

Total financing receivables

 

 

12,887

 

 

 

3,850

 

 

 

3,520

 

 

 

7,896

 

 

 

184

 

Unearned income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes

 

 

(90

)

 

 

 

 

 

 

Sales-type lease

 

 

(527

)

 

 

 

 

 

 

 

 

(6

)

 

 

 

Total unearned income

 

 

(617

)

 

 

 

 

 

 

 

 

(6

)

 

 

 

Total financing receivables, net of unearned income

 

 

12,270

 

 

 

3,850

 

 

 

3,520

 

 

 

7,890

 

 

 

184

 

Allowance for doubtful notes

 

 

(1,020

)

 

 

(500

)

 

 

-

 

Less current portion

 

 

3,055

 

 

 

1,533

 

 

 

2,004

 

 

 

(4,952

)

 

 

(184

)

Non-current financing receivables

 

$

8,195

 

 

$

1,817

 

 

$

1,516

 

Non-current notes receivable

 

$

2,938

 

 

$

 

 

Promissory notes receivable are generally collateralized by the products sold, and bear interest at rates ranging up to 5%8% per year.  The promissory notes receivable mature at various times through September 2020.January 2023.  The Company has, on occasion, extended or renewed notes receivable as they mature, but there is no obligation to do so.

The sales-type lease was derived fromDuring the sale of rental equipment in the fourthsecond quarter of fiscal year 2017.2020, the Company partially financed a $12.5 million product sale by entering into a $10.0 million promissory note with the customer.  The note has a three-year term with monthly principal and interest payments of $0.3 million.  Due to the financial condition of the customer, the Company had concerns over the probable collectability of the promissory note.  As a result, the promissory note was not reflected on the Company’s consolidated balance sheet through its first quarter of fiscal year 2021. During the second quarter of fiscal year 2021, as a result of a new information received from the customer, management determined that it is probable that the customer will satisfy its remaining payment obligations to the Company and recognized the promissory note on its consolidated balance sheet as of March 31, 2021.  See Note 2 for more information on this matter.

During the third quarter of fiscal year 2021, the Company entered into a sales-type lease with a customer on land-based wireless seismic equipment from its rental fleet.  The lease has a term of three years.  Futuresix months.   Scheduled minimum lease payments requireddue and outstanding under the lease were $8.6 million at September 30, 2017.  The Company expects to receive $2.92021 were $1.5 million.  Minimum leases payments of $1.0 million of future minimum lease paymentsare due in eachthe first quarter of fiscal years 2018, 2019 and 2020.year 2022.  Interest income of $37,000 was recognized during the fiscal year ended September 30, 2021.  The ownership of the equipment will have no residual valuetransfer to the Companycustomer at the end of the lease term.

 

8. Inventories

8. Rental Equipment

Rental equipmentInventories consisted of the following (in thousands):

 

 

 

AS OF SEPTEMBER 30,

 

 

 

2017

 

 

2016

 

 

2015

 

Rental equipment, primarily wireless recording equipment

 

$

55,734

 

 

$

68,959

 

 

$

75,359

 

Accumulated depreciation and impairment

 

 

(39,272

)

 

 

(37,986

)

 

 

(29,323

)

 

 

$

16,462

 

 

$

30,973

 

 

$

46,036

 

 

 

AS OF SEPTEMBER 30,

 

 

 

2021

 

 

2020

 

Finished goods

 

$

19,368

 

 

$

20,798

 

Work in process

 

 

8,247

 

 

 

984

 

Raw materials

 

 

43,620

 

 

 

47,041

 

Obsolescence reserve (net realizable value adjustment)

 

 

(36,936

)

 

 

(34,960

)

 

 

 

34,299

 

 

 

33,863

 

Less current portion

 

 

16,196

 

 

 

16,933

 

Non-current portion

 

$

18,103

 

 

$

16,930

 

 

Rental equipment depreciationInventory obsolescence expense was $12.5 million, $14.5totaled approximately $3.0 million and $13.9$4.7 million in fiscal years 2017, 2016 and 2015, respectively.  Impairment expense of $1.8 million on rental equipment was incurred in fiscal year 2016.  The Company transferred $1.7 million, $4.0 million and $5.0 million of inventories to its rental equipment during fiscal years 2017, 20162021 and 2015, respectively, which had a non-cash impact.2020, respectively.  Raw materials include semi-finished goods and component parts that totaled approximately $22.7 million and $24.3 million at September 30, 2021 and 2020, respectively.  Finished goods and raw materials that totaled $23.3 million and $21.8 million were fully reserved at September 30, 2021 and 2020, respectively.    

F-19F-20


Geospace Technologies Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

 

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, 2021, the Company has 2 operating right-of use assets related to leased facilities in Austin, Texas and Melbourne, Florida.   

Maturities of the operating lease liabilities as of September 30, 2021 were as follows (in thousands):

For fiscal years ending September 30,

 

 

 

 

2022

 

$

262

 

2023

 

 

270

 

2024

 

 

278

 

2025

 

 

186

 

2026

 

 

130

 

Thereafter

 

 

225

 

Future minimum lease payments

 

$

1,351

 

Less interest

 

 

(117

)

Present value of minimum lease payments

 

$

1,234

 

Less current portion

 

 

(225

)

Long-term portion

 

$

1,009

 

Lease costs recognized in the consolidated statements of operations for the fiscal years ended September 30, 2021 and 2020 is as follows (in thousands):

 

 

YEAR ENDED SEPTEMBER 30,

 

 

 

2021

 

 

2020

 

Right-of-use operating lease costs

 

$

246

 

 

$

151

 

Short-term lease costs

 

 

239

 

 

 

309

 

Total

 

$

485

 

 

$

460

 

 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,

 

 

 

2021

 

 

2020

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

 

 

   Operating cash flows from operating leases

 

$

211

 

 

$

165

 

   Operating lease assets obtained in exchange for new lease liabilities

 

 

1,336

 

 

 

219

 

 

 

 

 

 

 

 

 

 

Weighted average remaining lease term

 

5.6 years

 

 

0.5 years

 

Weighted average discount rate

 

 

3.25

%

 

 

5.00

%

F-21


Geospace Technologies Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

The discount rate used on the operating right-of-use assets represented the Company’s incremental borrowing rate at lease inception.

As Lessor

The Company leases equipment to customers primarily for minimum terms of six months or less.  The majority of the Company’s rental revenue is generated from its marine-based wireless seismic data acquisition system.        

All of the Company’s leasing arrangements as lessor are classified as operating leases except for one sales-type lease.  See Note 7 for more information on the Company’s sales-type lease.

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, 2021, the Company’s trade accounts receivables included lease receivables of $7.5 million.

Rental revenue for fiscal years 2021 and 2020 was $19.0 million and $53.7 million, respectively.  

At September 30, 2021, future minimum lease obligations due from the Company’s leasing customers on operating leases (all in fiscal year 2022) were $0.8 million. 

Rental equipment consisted of the following (in thousands):

 

 

AS OF SEPTEMBER 30,

 

 

 

2021

 

 

2020

 

Rental equipment, primarily wireless recording equipment

 

$

95,827

 

 

$

114,783

 

Accumulated depreciation and impairment

 

 

(56,922

)

 

 

(60,466

)

 

 

$

38,905

 

 

$

54,317

 

Rental equipment depreciation expense was $15.1 million and $17.9 million in fiscal years 2021 and 2020, respectively.               

F-22


Geospace Technologies Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

10. Property, Plant and Equipment

At September 30, 2020, the Company’s property located in Bogotá, Colombia was classified as held for sale on the accompanying consolidated balance sheet.  The property was used for warehousing its rental equipment operations, product sales and service support to its customers in South America.  The Company has been marketing the property since the second quarter of fiscal year 2020.  The carrying value of the property was $0.6 million at September 30, 2020.  During the fourth quarter of fiscal year 2021, the Company commenced negotiations with a prospective tenant to lease the property and anticipates that a lease will be entered into during the first quarter of fiscal year 2022.  As a result of the anticipated leasing arrangement, Company has included the asset’s carrying value in property, plant and equipment on the accompanying consolidated balance sheet as of September 30, 2021.      

Property, plant and equipment consisted of the following (in thousands):

 

 

AS OF SEPTEMBER 30,

 

 

AS OF SEPTEMBER 30,

 

 

2017

 

 

2016

 

 

2015

 

 

2021

 

 

2020

 

Land and land improvements

 

$

8,572

 

 

$

8,552

 

 

$

8,714

 

 

$

7,932

 

 

$

7,703

 

Building and building improvements

 

 

31,034

 

 

 

30,756

 

 

 

30,955

 

 

 

24,646

 

 

 

23,998

 

Machinery and equipment

 

 

53,185

 

 

 

51,034

 

 

 

44,905

 

 

 

56,828

 

 

 

55,359

 

Furniture and fixtures

 

 

1,352

 

 

 

1,323

 

 

 

1,260

 

 

 

1,417

 

 

 

1,368

 

Tools and molds

 

 

3,036

 

 

 

2,959

 

Construction in progress

 

 

2,288

 

 

 

1,431

 

Leasehold improvements

 

 

 

 

 

88

 

Transportation equipment

 

 

31

 

 

 

28

 

 

 

29

 

 

 

75

 

 

 

75

 

Tools and molds

 

 

2,181

 

 

 

2,165

 

 

 

1,864

 

Leasehold improvements

 

 

-

 

 

 

-

 

 

 

43

 

Construction in progress

 

 

1,135

 

 

 

807

 

 

 

6,135

 

 

 

97,490

 

 

 

94,665

 

 

 

93,905

 

 

 

96,222

 

 

 

92,981

 

Accumulated depreciation and impairment

 

 

(60,091

)

 

 

(49,933

)

 

 

(45,196

)

 

 

(66,239

)

 

 

(63,107

)

 

$

37,399

 

 

$

44,732

 

 

$

48,709

 

 

$

29,983

 

 

$

29,874

 

 

Property, plant and equipment depreciation expense was $5.2$4.0 million $5.4 million and $5.6 million infor each of the fiscal years 2017, 2016ended September 30, 2021 and 2015, respectively.  Impairment expense2020.        

11. Goodwill and Other Intangible Assets

In connection with the acquisition of $5.3Aquana in July 2021, the Company recorded goodwill of $0.7 million was incurred on certain equipment in fiscal year 2017.(deductible for tax purposes) and other intangible assets of $0.7 million.  The impairment expense isoperations of Aquana are included as a component of the Company’s Adjacent Markets reporting unit.

At September 30, 2021, the Company had additional goodwill of $4.3 million and other intangible assets, net of $4.5 million attributable to its Emerging Markets reporting unit and other intangible assets, net of $2.1 million attributable to its Oil & Gas Markets reporting unit.  Goodwill represents the excess cost of revenue ina business acquired over the consolidated statementfair market value of operations.identifiable net assets at the date of acquisition.   

   

At September 30, 2021, the Company assessed the goodwill associated with both its Adjacent Markets and Emerging Markets reporting units for impairment. The fair value of the reporting units were estimated using the expected present value of future cash flows, market data and using estimates, judgments and other assumptions that management believes were appropriate under the circumstances. The estimates and judgments used in the assessment included consideration of market participant rates of return and the terminal value of the reporting units.  The Company determined future cash flows provided the best estimate of the fair value of its reporting units.  In determining fair value for the Company’s Emerging Markets reporting unit, estimated future cash flows included obtaining a second contract with the CBP.  Key assumptions in the impairment analysis include revenue and EBITDA projections, discount rates, long-term growth rates, and the effective tax rate the Company determined to be appropriate. These estimates and projections can be unpredictable, particularly for Quantum as an emerging business.  The total Company’s estimate of reporting unit fair values was reconciled to its then market capitalization (based upon the stock market price) plus an implied control premium.  

10.F-23


Geospace Technologies Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

The assessment determined that the fair market value of its Adjacent Markets and Emerging Markets reporting units were more than their carrying amount.  As a result, 0 impairment charges were recorded for the fiscal year ended September 30, 2021.  For the fiscal year ended September 30, 2020, the Company recorded an impairment charge of $0.7 million for the entire goodwill associated with its Oil and Gas Markets reporting unit.  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,

 

 

 

 

 

 

2021

 

 

2020

 

Goodwill

 

 

 

 

$

5,072

 

 

$

4,337

 

Other intangible assets:

 

 

 

 

 

 

 

 

 

 

 

Developed technology

15.2

 

 

$

6,475

 

 

$

5,918

 

Customer relationships

0.9

 

 

 

3,900

 

 

 

3,900

 

Trade names

2.0

 

 

 

2,022

 

 

 

1,930

 

Non-compete agreements

1.0

 

 

 

186

 

 

 

170

 

Total other intangible assets

 

8.4

 

 

 

12,583

 

 

 

11,918

 

Accumulated amortization

 

 

 

 

 

(5,333

)

 

 

(3,587

)

 

 

 

 

 

$

7,250

 

 

$

8,331

 

Other intangible assets amortization expense was $1.7 million for each of the fiscal years ended September 30, 2021 and 2020       

F-24


Geospace Technologies Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

As of September 30, 2021, future estimated amortization expense of other intangible assets is as follows (in thousands):

For fiscal years ending September 30,

 

 

 

 

2022

 

$

1,677

 

2023

 

 

768

 

2024

 

 

395

 

2025

 

 

381

 

2026

 

 

374

 

Thereafter

 

 

3,655

 

 

 

$

7,250

 

12. Long-Term Debt

The Company had no0 long-term debt outstanding at September 30, 2017, 20162021 and 2015.2020.                                                              

On March 2, 2011, the Company entered into a credit agreement with Frost Bank with borrowing availability of $50.0 million (the “Original Credit Agreement”).  The Original Credit Agreement has been amended periodically since 2011 (as so amended, the “Credit Agreement”).  On May 4, 2015,In November 2019, the credit agreement was amended to (i) extend the maturity date from April 2020 to April 2022, (ii) increase the unencumbered liquid assets covenant threshold from $5 million to $10 million effective in the first quarter of fiscal year 2021, (iii) to increase the tangible net worth requirement from $140 million to $145 million in the first quarter of fiscal year 2021 and (iv) remove the requirement that we obtain the consent of Frost Bank prior to paying dividends or repurchasing stock so long as we are in compliance with the covenants of the credit agreement.  In March 2021, the Company further amended the Credit Agreement to reduce the maximum amount of available borrowing from $30 million to $20 million.  The March 2021 amendment also altered the tangible net worth requirement to decrease the minimum threshold from $145 million to $132 million commencing with the fiscal quarter ended March 31, 2021 and for each fiscal quarter thereafter.  Additionally, the March 2021 amendment added a funded debt to EBITDA ratio financial covenant which requires the Company to maintain, for a twelve-month period ending on the last day of each fiscal quarter commencing with the fiscal quarter ended March 31, 2021, and for each fiscal quarter thereafter, a ratio of funded debt to EBITDA not exceeding 1.50 to 1.00.  The March 2021 amendment also amended the definition of “Eligible Accounts” to include certain unbilled receivables, and reduced itsthe limit on the amount of “Eligible Inventory” that may be included in the borrowing availabilitybase from $20 million to $30.0 million with amounts available for borrowing determined by a borrowing base.$15 million.  The borrowing base is determined based upon certain of the Company’s and its U.S. subsidiaries’ assets which include (i) 80% of certain accounts receivable plus (ii) 50% of certain notes receivable (such result not to exceed $10 million) plus (iii) 25% of certain inventories (excluding work-in-process inventories).  As of September 30, 2017, the Company’s borrowing base was $24.1 million.  As of September 30, 2017, the amount available for borrowing was $23.8 after consideration of $0.3 million of outstanding letters of credit.  The Company’s domestic subsidiaries have guaranteed the obligations of the Company under the Credit Agreement and such subsidiaries have secured their obligations under such guarantees by the pledge of substantially all of the assets of such subsidiaries, except real property assets.  The Company is required to make monthly interest payments on borrowed funds.  The Credit Agreement as amended limits the incurrence of additional indebtedness, requires the maintenance of a single financial ratio that compares certain of the Company’s assets to certain of its liabilities, restricts the Company and its subsidiaries’ ability to pay cash dividends and contains other covenants customary in agreements of this type.  The interest rate for borrowings under the Credit Agreement as amended is based on the Wall Street Journal prime rate, which was 4.25% at September 30, 2017.  At September 30, 2017, the Company was in compliance with all covenants under the Credit Agreement.

On October 25, 2017, the Company entered into another amendment to the Credit Agreement which extended its maturity from May 4, 2018 to April 30, 2019.  The amendment also modified the borrowing base to be determined based upon certain of the Company’s assets which include (i) 80% of certain accounts receivable plus (ii) 50% of certain notes receivable (such result not to exceed $10 million) plus (iii) 25% of certain inventories (such result not to exceed $20 million) and requires the Company to maintain unencumbered liquid assets of $10 million.  The amendment also removed a requirement that the Company maintain a financial ratio that compares certain.  Several of the Company’s domestic subsidiaries have guaranteed the obligations of the Company under the Credit Agreement and such subsidiaries have secured their obligations under such guarantees by the pledge of substantially all of the assets of such subsidiaries.  The Company is required to certainmake monthly interest payments on borrowed funds.  The Credit Agreement limits the incurrence of additional indebtedness and contains other covenants customary in agreements of this type.  The interest rate for borrowings under the Credit Agreement is based on the Wall Street Journal prime rate, which was 3.25% at September 30, 2021.  

In October 2021, Frost Bank notified the Company that they will not be extending the credit agreement upon its liabilitiesexpiration in April 2022, and imposedin November 2021 we elected to cancel the credit agreement.  We are currently in negotiations with multiple lenders for a new financial covenantcredit facility arrangement; however, we may not be successful in obtaining a credit facility on terms that the Company maintain a minimum amount of certain liquid assets.are favorable to us.                                  

 

F-20F-25


Geospace Technologies Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

 

11. Accrued Expenses13. Deferred Revenue and Other Current Liabilities

Accrued expensesDeferred revenue and other current liabilities consisted of the following (in thousands):

 

 

AS OF SEPTEMBER 30,

 

 

AS OF SEPTEMBER 30,

 

 

2017

 

 

2016

 

 

2015

 

 

2021

 

 

2020

 

Product warranty

 

$

508

 

 

$

392

 

 

$

2,326

 

Deferred revenue

 

$

1,346

 

 

$

6,245

 

Compensated absences

 

 

1,287

 

 

 

1,509

 

 

 

1,653

 

 

 

1,728

 

 

 

1,818

 

Legal and professional fees

 

 

194

 

 

 

218

 

 

 

277

 

Payroll

 

 

682

 

 

 

692

 

 

 

581

 

 

 

1,579

 

 

 

1,799

 

Property and sales taxes

 

 

2,383

 

 

 

3,234

 

 

 

2,909

 

 

 

1,038

 

 

 

1,364

 

Legal and professional fees

 

 

360

 

 

 

451

 

Medical claims

 

 

550

 

 

 

624

 

 

 

763

 

 

 

574

 

 

 

437

 

Employee bonuses

 

 

 

 

 

 

 

 

36

 

Product warranty

 

 

379

 

 

 

258

 

Income taxes

 

 

60

 

 

 

54

 

Other

 

 

734

 

 

 

1,180

 

 

 

1,134

 

 

 

766

 

 

 

894

 

 

$

6,338

 

 

$

7,849

 

 

$

9,679

 

 

 

7,830

 

 

 

13,320

 

Less current portion

 

 

7,799

 

 

 

8,753

 

Non-current portion

 

$

31

 

 

$

4,567

 

 

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 $175,000 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.

 

12.14. Employee Benefits

The Company’s U.S. 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 approximately $0.8 million, $0.8$0.9 million and $1.0$0.8 million in fiscal years 2017, 20162021 and 2015,2020, respectively.

The Company’s stock incentive plans in which key employees may participate are discussed in Note 1315 to these Consolidated Financial Statements.consolidated financial statements.

 

13.15. Stockholders’ Equity

In September 1997, the board of directors and stockholders approved the 1997 Key Employee Stock Option Plan (as amended the “1997 Plan”) and, following amendments thereto, there has been reserved an aggregate of 2,250,000 shares of common stock for issuance thereunder.   The1997 Plan expired in November 2017.          

In February 2014, the board of directors and stockholders approved the 2014 Long Term Incentive Plan, as amended (the “2014 Plan”),.  In February 2021, board of directors and stockholders approved an amendment which replacedincreased the 1997 Plan.  Under the 2014 Plan, an aggregate amount of 1,500,000 shares of common stock may be issued.issued under the 2014 Plan from 1,500,000 to 3,000,000.  The Company is authorized to issue nonqualified and incentive stock options to purchase common stock, restricted stock awards (“RSAs”) and restricted stock awards of common stockunits (“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 ten10 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 shares of restricted stockRSAs 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 restricted stock isRSAs and RSUs are subject to certain restrictions described in the 2014 Plan.

At September 30, 2017,2021, an aggregate of 923,1751,653,236 shares of common stock were available for issuance under the 2014 Plan.   No shares of common stock were available for issuance under the 1997 Plan.

F-21F-26


Geospace Technologies Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

 

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

Restricted

Stock Awards

 

 

Weighted

Average

Grant-date

Fair Value

per Share

 

 

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, 2014

 

 

89,700

 

 

$

17.27

 

 

 

189,000

 

 

$

95.03

 

Outstanding at October 1, 2019

 

 

165,600

 

 

$

19.15

 

 

 

220,412

 

 

$

16.50

 

 

 

137,290

 

 

$

15.10

 

Granted

 

 

 

 

 

 

 

 

3,000

 

 

 

19.13

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

162,250

 

 

 

14.58

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

(2,500

)

 

 

98.68

 

 

 

(74,500

)

 

 

21.34

 

 

 

(1,750

)

 

 

17.55

 

 

 

(39,560

)

 

 

14.78

 

Vested

 

 

 

 

 

 

 

 

(47,000

)

 

 

95.02

 

 

 

0

 

 

 

 

 

 

(108,288

)

 

 

16.32

 

 

 

(41,723

)

 

 

14.81

 

Outstanding at September 30, 2015

 

 

89,700

 

 

 

17.27

 

 

 

142,500

 

 

 

93.80

 

Outstanding at September 30, 2020

 

 

91,100

 

 

 

17.66

 

 

 

110,374

 

 

 

16.66

 

 

 

218,257

 

 

 

14.82

 

Granted

 

 

69,300

 

 

 

14.87

 

 

 

182,400

 

 

 

14.84

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

195,950

 

 

 

7.00

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

(2,250

)

 

 

77.33

 

 

 

(52,300

)

 

 

16.47

 

 

 

(2,500

)

 

 

14.78

 

 

 

(44,001

)

 

 

7.14

 

Vested

 

 

 

 

 

 

 

 

(49,000

)

 

 

90.73

 

 

 

0

 

 

 

 

 

 

(65,777

)

 

 

17.28

 

 

 

(70,832

)

 

 

14.63

 

Outstanding at September 30, 2016

 

 

159,000

 

 

 

16.23

 

 

 

273,650

 

 

 

39.98

 

Granted

 

 

51,300

 

 

 

21.42

 

 

 

109,500

 

 

 

21.12

 

Exercised

 

 

(4,000

)

 

 

8.78

 

 

 

 

 

 

 

Forfeited

 

 

(4,500

)

 

 

26.48

 

 

 

(3,250

)

 

 

28.73

 

Vested

 

 

 

 

 

 

 

 

(91,100

)

 

 

22.02

 

Outstanding at September 30, 2017

 

 

201,800

 

 

$

17.47

 

 

 

288,800

 

 

$

28.92

 

Outstanding at September 30, 2021

 

 

38,800

 

 

$

21.42

 

 

 

42,097

 

 

$

15.95

 

 

 

299,374

 

 

$

10.87

 

          

During fiscal year 2017,years 2021 and 2020, the Company issued 109,500 shares195,950 and 162,250 RSUs to certain of restricted stockits employees, executive officers and directors under the 2014 Plan.Plan, as amended.  The RSUs issued include both time-based and performance-based vesting provisions.  The weighted average grant date fair value of the restricted stockeach RSU issued for fiscal years 2021 and 2020 was $21.12$7.00 and $14.58 per share.unit, respectively.  The total grant date fair value of these awardsall RSUs issued for fiscal years 2021 and 2020 was $2.3$1.4 million and $2.4 million, respectively, which will be charged to expense over the next one to four years as the restrictions lapse.  Compensation expense for restricted stock awardsRSUs was determined based on the closing market price of the Company’s stock on the date of grant applied to the total number of sharesunits that are anticipated to fully vest.  Recipients of restricted stock awards are entitled to vote such shares and are entitled to dividends, if paid.                     

DuringNaN RSAs have been issued since fiscal year 2017, the Company also issued 51,300 nonqualified stock options under the Plan.  The options issued are based upon three tiers, each with separate service based vesting conditions2019

All RSAs, RSUs and market conditions that affect exercisability.  The market based conditions are based on achieving a specified market return on the Company’s stock price.  Compensation expense for the nonqualified stock option awards was determined based on a Monte Carlo simulation, which incorporates the possibility that the market conditions may not be satisfied.  The weighted average grant date fair value of the options issued was determined to be $9.35 per option.  The requisite service period of the options issued ranges from 18 to 36 months.

The restricted stock outstanding at September 30, 2017, 2016 and 2015 was issued from the 2014 Plan.  The stock options outstanding at September 30, 20152021 and 2020 were issued under the 1997 Plan.  The stock options granted during fiscal year 2017 and 2016 were issued underfrom the 2014 Plan.  All stock options outstanding representare nonqualified options.

The total intrinsic value of nonqualified stock options exercised during fiscal year 2017 was $45,000.  No NaN nonqualified stock options were exercised during fiscal years 20162021 and 2015.2020.   

The following table summarizes information about stock options outstanding and exercisable at September 30, 2017:2021:

 

 

 

Options Outstanding

 

 

Options Exercisable

 

Range of Exercise Prices

 

Shares

 

 

Weighted

Average

Remaining

Term

(in years)

 

 

Weighted

Average

Exercise

Price

 

 

Intrinsic

Value

 

 

Shares

 

 

Weighted

Average

Remaining

Term

(in years)

 

 

Weighted

Average

Exercise

Price

 

 

Intrinsic

Value

 

$8.78 to $8.78

 

 

34,200

 

 

 

1.2

 

 

$

8.78

 

 

$

309,168

 

 

 

34,200

 

 

 

1.2

 

 

$

8.78

 

 

$

309,168

 

$14.87 to $14.87

 

 

69,300

 

 

 

8.1

 

 

 

14.87

 

 

 

204,435

 

 

 

 

 

 

 

 

 

 

 

 

 

$21.42 to $26.48

 

 

98,300

 

 

 

6.0

 

 

 

22.32

 

 

 

 

 

 

47,000

 

 

 

2.5

 

 

 

23.30

 

 

 

 

 

 

 

201,800

 

 

 

5.9

 

 

$

17.47

 

 

$

513,603

 

 

 

81,200

 

 

 

3.3

 

 

$

17.18

 

 

$

309,168

 

 

 

Options Outstanding

 

 

Options Exercisable

 

Range of Exercise Prices

 

Shares

 

 

Weighted

Average

Remaining

Term

(in years)

 

 

Weighted

Average

Exercise

Price

 

 

Intrinsic

Value

 

 

Shares

 

 

Weighted

Average

Remaining

Term

(in years)

 

 

Weighted

Average

Exercise

Price

 

 

Intrinsic

Value

 

$21.42

 

 

38,800

 

 

 

5.1

 

 

 

21.42

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F-22 Stock-based compensation expense recognized for the fiscal years ended September 30, 2021 and 2020 was $2.0 million and $2.3 million, respectively. 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, 2021, the Company had unrecognized compensation expense of $0.2 million relating to RSAs which is expected to be recognized over a weighted average period of 0.5 years.  As of September 30, 2021, the Company had unrecognized compensation expense of $2.2 million relating to RSUs which is expected to be recognized over a weighted average period of 2.3 years.  The Company had 0 unrecognized compensation expense related to nonqualified stock option awards. 

16. Income Taxes:    

Components of loss before income taxes were as follows (in thousands):

 

 

YEAR ENDED SEPTEMBER 30,

 

 

 

2021

 

 

2020

 

United States

 

$

(10,628

)

 

$

(14,109

)

Foreign

 

 

(2,850

)

 

 

(2,484

)

 

 

$

(13,478

)

 

$

(16,593

)

F-27


Geospace Technologies Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

 

The Company recognized $5.7 million, $5.2 million and $4.5 million of stock-based compensation expense for the fiscal years ended September 30, 2017, 2016 and 2015, respectively.  As of September 30, 2017, the Company had unrecognized compensation expense of $3.7 million relating to restricted stock awards.  This unrecognized compensation expense is expected to be recognized over a weighted average period of 2.6 years.  In addition, the Company had $0.4 million of unrecognized compensation expense related to nonqualified stock option awards which is expected to be recognized over a weighted average period of 1.3 years.

14. Income Taxes:

Components of income (loss) before income taxes were as follows (in thousands):

 

 

YEAR ENDED SEPTEMBER 30,

 

 

 

2017

 

 

2016

 

 

2015

 

United States

 

$

(50,757

)

 

$

(45,506

)

 

$

(41,700

)

Foreign

 

 

(3,351

)

 

 

(9,827

)

 

 

(8,134

)

 

 

$

(54,108

)

 

$

(55,333

)

 

$

(49,834

)

The provision (benefit) for income taxes consisted of the following (in thousands):

 

 

YEAR ENDED SEPTEMBER 30,

 

 

YEAR ENDED SEPTEMBER 30,

 

 

2017

 

 

2016

 

 

2015

 

 

2021

 

 

2020

 

Current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

$

2,422

 

 

$

(13,726

)

 

$

(16,901

)

 

$

14

 

 

$

(4

)

Foreign

 

 

286

 

 

 

148

 

 

 

647

 

 

 

561

 

 

 

2,467

 

State

 

 

-

 

 

 

6

 

 

 

4

 

 

 

 

 

 

5

 

 

 

2,708

 

 

 

(13,572

)

 

 

(16,250

)

 

 

575

 

 

 

2,468

 

Deferred:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

 

-

 

 

 

2,881

 

 

 

964

 

 

 

 

 

 

 

Foreign

 

 

(25

)

 

 

1,328

 

 

 

(1,907

)

 

 

3

 

 

 

181

 

 

 

(25

)

 

 

4,209

 

 

 

(943

)

 

 

3

 

 

 

181

 

 

$

2,683

 

 

$

(9,363

)

 

$

(17,193

)

 

$

578

 

 

$

2,649

 

 

Actual income tax expense (benefit) differs from income tax expense computed by applying the U.S. statutory federal tax rate of 35.0%21% for each of the fiscal years ended September 30, 2017, 20162021 and 20152020 as follows (in thousands):    

 

 

YEAR ENDED SEPTEMBER 30,

 

 

YEAR ENDED SEPTEMBER 30,

 

 

2017

 

 

2016

 

 

2015

 

 

2021

 

 

2020

 

Benefit for U.S federal income tax at

statutory rate

 

$

(18,940

)

 

$

(19,365

)

 

$

(17,442

)

Expense for U.S federal income tax at statutory rate

 

$

(2,834

)

 

$

(3,484

)

Effect of foreign income taxes

 

 

124

 

 

 

630

 

 

 

249

 

 

 

1

 

 

 

(64

)

Research and experimentation tax credit

 

 

(248

)

 

 

(686

)

 

 

(400

)

 

 

(223

)

 

 

(1,201

)

State income taxes, net of federal income tax benefit

 

 

 

 

 

4

 

 

 

2

 

 

 

153

 

 

 

(158

)

Nondeductible expenses

 

 

164

 

 

 

149

 

 

 

488

 

 

 

44

 

 

 

63

 

Resolution of prior years’ tax matters

 

 

2

 

 

 

2,400

 

 

 

96

 

Contingency for uncertainty in income taxes

 

 

 

 

 

 

 

 

(121

)

Change in valuation allowance

 

 

20,087

 

 

 

7,715

 

 

 

 

 

 

2,893

 

 

 

4,882

 

Foreign income taxes - tax credits

 

 

506

 

 

 

 

 

 

 

Impact on deferred taxes due to change in tax rate

 

 

563

 

 

 

196

 

Change in fair value of contingent consideration

 

 

(569

)

 

 

214

 

Foreign income tax withholding

 

 

419

 

 

 

1,928

 

Disallowance of stock compensation adjustments in excess of book

 

 

1,074

 

 

 

 

 

 

 

 

 

334

 

 

 

255

 

Other items

 

 

(86

)

 

 

(210

)

 

 

(65

)

 

 

(203

)

 

 

18

 

 

$

2,683

 

 

$

(9,363

)

 

$

(17,193

)

 

$

578

 

 

$

2,649

 

Effective tax rate

 

 

(5.0

)%

 

 

(16.9

)%

 

 

34.5

%

 

 

(4.3

)%

 

 

(16.0

)%

 

The income tax expense for fiscal years 2021 and 2020 primarily reflects withholding tax on rental income earned in foreign jurisdictions.  The Company is currently unable to record any tax benefits for its tax losses in the U.S., Canada and the Russian Federation due to the uncertainty surrounding its ability to utilize such losses in the future to offset taxable income.

F-23F-28


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 asset were as follows (in thousands):

 

 

AS OF SEPTEMBER 30, 2017

 

 

AS OF SEPTEMBER 30, 2016

 

 

AS OF SEPTEMBER 30, 2015

 

 

AS OF SEPTEMBER 30, 2021

 

 

AS OF SEPTEMBER 30, 2020

 

 

U.S.

 

 

Non U.S.

 

 

Total

 

 

U.S.

 

 

Non U.S.

 

 

Total

 

 

U.S.

 

 

Non U.S.

 

 

Total

 

 

U.S.

 

 

Non U.S.

 

 

Total

 

 

U.S.

 

 

 

 

Non U.S.

 

 

Total

 

Deferred income tax assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

$

777

 

 

$

7

 

 

$

784

 

 

$

715

 

 

$

51

 

 

$

766

 

 

$

681

 

 

$

21

 

 

$

702

 

 

$

80

 

 

$

4

 

 

$

84

 

 

$

2,813

 

$

3

 

 

$

2,816

 

Inventories

 

 

11,215

 

 

 

50

 

 

 

11,265

 

 

 

5,089

 

 

 

21

 

 

 

5,110

 

 

 

4,350

 

 

 

(34

)

 

 

4,316

 

 

 

8,042

 

 

 

 

 

 

8,042

 

 

 

7,809

 

33

 

 

 

7,842

 

Net operating loss carry-forwards, tax credits

and deferrals

 

 

11,803

 

 

 

4,490

 

 

 

16,293

 

 

 

3,000

 

 

 

3,823

 

 

 

6,823

 

 

 

-

 

 

 

2,270

 

 

 

2,270

 

Loss and tax credit carry-forwards

 

 

27,578

 

 

 

4,945

 

 

 

32,523

 

 

 

17,431

 

4,596

 

 

 

22,027

 

Stock-based compensation

 

 

2,147

 

 

 

 

 

 

2,147

 

 

 

1,905

 

 

 

 

 

 

1,905

 

 

 

1,690

 

 

 

 

 

 

1,690

 

 

 

398

 

 

 

 

 

 

398

 

 

 

506

 

 

 

 

506

 

Accrued product warranty

 

 

174

 

 

 

2

 

 

 

176

 

 

 

130

 

 

 

4

 

 

 

134

 

 

 

803

 

 

 

6

 

 

 

809

 

 

 

77

 

 

 

2

 

 

 

79

 

 

 

52

 

2

 

 

 

54

 

Contingent earn-out consideration

 

 

917

 

 

 

 

 

 

917

 

 

 

 

 

 

 

 

Accrued compensated absences

 

 

419

 

 

 

 

 

 

419

 

 

 

467

 

 

 

 

 

 

467

 

 

 

520

 

 

 

 

 

 

520

 

 

 

320

 

 

 

 

 

 

320

 

 

 

328

 

 

 

 

328

 

Property and equipment

 

 

 

 

 

430

 

 

 

430

 

 

 

 

 

 

 

 

 

 

 

 

101

 

 

 

 

 

 

101

 

 

 

 

 

 

487

 

 

 

487

 

 

 

 

501

 

 

 

501

 

Insurance and other reserves

 

 

127

 

 

 

7

 

 

 

134

 

 

 

170

 

 

 

 

 

 

170

 

 

 

62

 

 

 

43

 

 

 

105

 

Prepaid income taxes

 

 

 

 

 

266

 

 

 

266

 

 

 

 

517

 

 

 

517

 

Other reserves

 

 

114

 

 

 

11

 

 

 

125

 

 

 

1,009

 

 

9

 

 

 

1,018

 

 

 

26,662

 

 

 

4,986

 

 

 

31,648

 

 

 

11,476

 

 

 

3,899

 

 

 

15,375

 

 

 

8,207

 

 

 

2,306

 

 

 

10,513

 

 

 

37,526

 

 

 

5,715

 

 

 

43,241

 

 

 

29,948

 

 

5,661

 

 

 

35,609

 

Deferred income tax liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

 

 

 

 

(9

)

 

 

(9

)

 

 

 

 

 

 

 

 

 

 

 

31

 

 

 

 

 

 

31

 

 

 

 

 

 

 

 

 

 

 

 

 

(11

)

 

 

(11

)

Inventories

 

 

 

 

 

(6

)

 

 

(6

)

 

 

 

 

 

 

 

Right-of-use assets

 

 

(131

)

 

 

 

 

 

(131

)

 

 

 

 

 

 

 

Intangible assets

 

 

(642

)

 

 

 

 

 

(642

)

 

 

(960

)

 

 

 

 

(960

)

Property, plant and equipment and other

 

 

(3,087

)

 

 

(71

)

 

 

(3,158

)

 

 

(7,470

)

 

 

(11

)

 

 

(7,481

)

 

 

(5,264

)

 

 

(770

)

 

 

(6,034

)

 

 

(5,085

)

 

 

(36

)

 

 

(5,121

)

 

 

(3,271

)

 

 

(31

)

 

 

(3,302

)

Subtotal deferred income tax assets

 

 

23,575

 

 

 

4,906

 

 

 

28,481

 

 

 

4,006

 

 

 

3,888

 

 

 

7,894

 

 

 

2,974

 

 

 

1,536

 

 

 

4,510

 

 

 

31,668

 

 

 

5,673

 

 

 

37,341

 

 

 

25,717

 

 

5,619

 

 

 

31,336

 

Valuation allowance

 

 

(23,575

)

 

 

(4,684

)

 

 

(28,259

)

 

 

(4,006

)

 

 

(3,709

)

 

 

(7,715

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(31,668

)

 

 

(5,704

)

 

 

(37,372

)

 

 

(25,717

)

 

 

(5,646

)

 

 

(31,363

)

Net deferred income tax assets

 

$

 

 

$

222

 

 

$

222

 

 

$

 

 

$

179

 

 

$

179

 

 

$

2,974

 

 

$

1,536

 

 

$

4,510

 

Net deferred income tax assets (liabilities)

 

$

 

 

$

(31

)

 

$

(31

)

 

$

 

$

(27

)

 

$

(27

)

 

Deferred income tax assets and liabilities are reported as follows in the accompanying consolidated balance sheets (in thousands):

 

 

AS OF SEPTEMBER 30,

 

 

AS OF SEPTEMBER 30,

 

 

2017

 

 

2016

 

 

2015

 

 

2021

 

 

2020

 

Deferred income tax assets, net

 

$

259

 

 

$

216

 

 

$

4,554

 

 

$

 

 

$

 

Deferred income tax liabilities, net

 

 

(37

)

 

 

(37

)

 

 

(44

)

 

 

(31

)

 

 

(27

)

 

$

222

 

 

$

179

 

 

$

4,510

 

 

$

(31

)

 

$

(27

)

 

Deferred income tax liabilities, net are included as a component of non-current deferred revenue and other liabilities in the accompanying consolidated balance sheets.

The 2017 Tax Act was enacted in December 2017. The 2017 Tax Act, among other things, reduces the U.S. federal corporate tax rate from 35% to 21%, effective January 1, 2018, creates new taxes on certain foreign earnings and may require companies to pay a one-time transition tax on undistributed earnings of certain foreign subsidiaries that were previously tax deferred.  The Company is not required to pay a one-time transition tax on earnings of our foreign subsidiaries since there were no accumulated earnings on a consolidated basis.

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, 2017,2021, the Company had $7.6$5.2 million of cash and cash equivalents held by its foreign subsidiaries.  At September 30, 2017, 20162021 and 2015,2020, the temporary difference related to undistributed earnings for which no deferred taxes have been provided was approximately $12.8 million, $13.0$6.5 million and $14.4$11.6 million, respectively.    

F-29


Geospace Technologies Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

Tax return filings which are subject to review by local tax authorities by major jurisdiction are as follows:

United States—fiscal years ended September 30, 2015 through 2017

State of Texas—fiscal years ended September 30, 2014 through 2017

State of New York—fiscal years ended September 30, 2015 through 2017

State of California – fiscal years ended September 30, 2014 through 2017

State of Pennsylvania – fiscal years ended September 30, 2015 through 2017

Russian Federation—calendar years 2015 through 2017

F-24


Geospace Technologies Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

 

United States—fiscal years ended September 30, 2018 through 2021

State of Texas—fiscal years ended September 30, 2018 through 2021

State of New York—fiscal years ended September 30, 2019

State of California – fiscal years ended September 30, 2018 through 2021

State of Pennsylvania – fiscal years ended September 30, 2019

Russian Federation—calendar years 2019 through 2021

Canada—fiscal years ended September 30, 20142018 through 20172021

United Kingdom—fiscal years ended September 30, 2016 through 2017

United Kingdom—fiscal years ended September 30, 2020 through 2021

Colombia—calendar years 2019 through 2021

Colombia—calendar years 2015 through 2017

The following table is a reconciliation of the total amounts ofCompany had 0 unrecognized tax liabilities (in thousands):as of September 30, 2021 and 2020.

 

Balance at October 1, 2014

 

$

301

 

Change in prior year tax positions

 

 

(187

)

Current tax positions

 

 

17

 

Settlements with taxing authorities

 

 

 

Lapse of statute of limitations

 

 

(56

)

Balance at September 30, 2015

 

 

75

 

Change in prior year tax positions

 

 

(70

)

Current tax positions

 

 

 

Settlements with taxing authorities

 

 

 

Lapse of statute of limitations

 

 

(4

)

Balance at September 30, 2016

 

 

1

 

Change in prior year tax positions

 

 

(1

)

Current tax positions

 

 

 

Settlements with taxing authorities

 

 

 

Lapse of statute of limitations

 

 

 

Balance at September 30, 2017

 

$

 

 

As of September 30, 2017,2021, the Company had net operating loss (“NOL”) carry-forwards of approximately $24.1$101.4 million in the United States, $18.6$20.2 million in Canada $0.9and $1.5 million in Russia and $0.1 million in the United Kingdomwhich are available to offset future taxable income in those jurisdictions.  The NOL carry-forwards for the United States, Canada and Russia begin to expire in 2037, 2033 and 2026, respectively.  The NOL carry-forwardscarry-forward for the United Kingdom currently have no expiration.States which originated prior to the 2017 Tax Act of $28.3 million begins to expire in 2028.  The Company’s NOLs originating after the 2017 Tax Act of $73.1 million do not expire.  The Company has not completed a Section 382 limitation study which may prevent it from using its NOLs in the future.

DuringManagement of the year ended September 30, 2016, managementCompany has concluded that it wasis more-likely-than-not that all of ourits U.S., Canadian and CanadianRussian net deferred tax assets will not be realized in accordance with U.S. GAAP.  At September 30, 20172021 and September 30, 2016, we2020, the Company had a valuation allowance against ourits U.S. net deferred tax assets of $23.6$31.6 million and $4.0$25.7 million, respectively,respectively.  At September 30, 2021 and 2020, the Company had a valuation allowance against our Canadian net deferred tax assets of $4.7$5.4 million, and $3.7$5.6 million, respectively. At September 30, 2021 and 2020, the Company had a valuation allowance against its Russian net deferred tax assets of $0.3 million and $0.2 million, respectively.          

 

15.17. Loss Per Common Share

The Company applies the two-class method in calculating per share data. Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares used in basic loss per share during the period.  Diluted 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.

F-25F-30


Geospace Technologies Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

 

The following table summarizes the calculation of net loss and weighted average common shares and common equivalent shares outstanding for purposes of the computation of loss per share (in thousands, except share and per share amounts):

 

 

YEAR ENDED SEPTEMBER 30,

 

 

YEAR ENDED SEPTEMBER 30,

 

 

2017

 

 

2016

 

 

2015

 

 

2021

 

 

2020

 

Net loss

 

$

(56,791

)

 

$

(45,970

)

 

$

(32,641

)

 

$

(14,056

)

 

$

(19,242

)

Less: Income allocable to unvested restricted stock

 

 

 

 

 

 

 

 

 

Loss available to common shareholders

 

 

(56,791

)

 

 

(45,970

)

 

 

(32,641

)

Reallocation of participating earnings

 

 

 

 

 

 

 

 

 

Less: Loss allocable to unvested restricted stock

 

 

 

 

 

 

Loss attributable to common shareholders

for diluted earnings per share

 

$

(56,791

)

 

$

(45,970

)

 

$

(32,641

)

 

$

(14,056

)

 

$

(19,242

)

Weighted average number of common share equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares used in basic loss per share

 

 

13,134,071

 

 

 

13,044,875

 

 

 

12,996,958

 

 

 

13,358,930

 

 

 

13,525,179

 

Common share equivalents outstanding related to

stock options

 

 

 

 

 

 

 

 

 

Common share equivalents outstanding related to

stock options and RSUs

 

 

 

 

 

 

Total weighted average common shares and common share

equivalents used in diluted loss per share

 

 

13,134,071

 

 

 

13,044,875

 

 

 

12,996,958

 

 

 

13,358,930

 

 

 

13,525,179

 

Loss per shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(4.32

)

 

$

(3.52

)

 

$

(2.51

)

 

$

(1.05

)

 

$

(1.42

)

Diluted

 

$

(4.32

)

 

$

(3.52

)

 

$

(2.51

)

 

$

(1.05

)

 

$

(1.42

)

 

For the calculation of diluted loss per share for fiscal years 20172021 and 2016, 201,8002020, stock options of 38,800 and 159,000 stock options,91,100, respectively, and RSUs of 299,374 and 218,257, respectively, were excluded in the calculation of weighted average shares outstanding as a result of their impact being antidilutive.   No stock options were excluded in the calculation of weighted average shares outstanding for fiscal year 2015.

16. Related Party Transactions

The Company regularly transacts business with Creative Marketing Services, LP (“CMS”), a company owned by the spouse of Richard F. Miles, a director of the Company.  CMS is a marketing company which has historically provided marketing, communications, and support services to the Company, including product photography, video shoots, brochure design, magazine advertising, website design, annual report production and various other marketing and advertising services.  For fiscal years 2017, 2016 and 2015, the Company incurred expenses of $7,000, $39,000, and $79,000, respectively, to CMS for these services.

17. Exit and Disposal Activities

During the first quarter of fiscal year 2016, the Company initiated a program to reduce operating costs in light of the decrease in demand for its seismic products.  The program included workforce reductions, a facility consolidation and other cost reductions related to the Company’s seismic business segment.  In connection with its workforce reductions, the Company incurred $1.0 million of termination costs in its second fiscal quarter of 2016.  The costs related to the program are recorded to both cost of revenue and operating expenses in the consolidated statement of operations.  No further costs are expected and there were no outstanding liabilities related to this program as of September 30, 2017 and 2016.

     

 

18. Commitments and Contingencies

Contingent Consideration

In connection with its acquisitions of Quantum Technology Sciences, Inc. (“Quantum”) and the OptoSeis® fiber optic sensing technology business, the Company recorded contingent purchase price payments, or contingent consideration, that may be owed in the future.  For both acquisitions, the contingent payments are based on future receipt of contract awards and the resulting revenue derived from such contracts.  The Company reviews and assesses the fair value of its contingent earn-out liabilities on a quarterly basis.  The Company utilizes the services of independent valuation consultants to assist with the estimation of the fair value of this contingent consideration.  The determination of fair value is inherently unpredictable since it requires estimates and projections of future revenue, including the size, length, timing and, in the case of Quantum, the extent of gross profits earned under its future contracts.  As a result, the Company anticipates fair value adjustments to these liabilities over the respective earn-out periods, and these adjustments will result in either charges or credits to the Company’s operating expenses when the fair value of the contingent consideration increases or decreases, respectively.  

The Company recorded an initial contingent earn-out liability of $7.7 million in connection with its July 2018 acquisition of Quantum.   Contingent payments, if any, may be paid in the form of cash or Company stock and will be derived from eligible revenue generated during a four-year earn-out period ending July 2022.  The maximum amount of contingent payments is $23.5 million over the four-year earn-out period.  In fiscal year 2020, the Company made a cash earn-out payment of $0.1 million to the former shareholders of Quantum.  At September 30, 2020, the contingent earn-out liability was valued at $5.8 million.  During fiscal year 2021, the Company recorded adjustments of $2.7 million to decrease the earn-out liability due to a decrease in projected future eligible revenue.  In September 2021 and October 2021, the Company made cash earn-out payments of $1.4 million and $0.8 million, respectively, to the former shareholders of Quantum.  The payments were primarily attributable to revenue earned on Quantum’s $10 million contract with the CBP to provide a technology solution to the Department of Homeland Security.  At September 30, 2021, the contingent earn-out liability was valued at $0.8 million related to projected future eligible revenue.              

The Company recorded an initial contingent earn-out liability of $4.3 million in connection with its November 2018 acquisition of all the intellectual property and related assets of the OptoSeis® fiber optic sensing technology.  Contingent cash payments, if any, will be derived from eligible revenue generated during a five-and-a-half year earn-out period ending in May 2024.  In order for revenue to be considered eligible, sales contracts must be entered into during the first four years of the earn-out period ending in November 2022. The maximum amount of contingent payments is $23.2 million over the five-and-a-half year earn-out period. At September 30, 2021, the contingent earn-out liability was valued at $5.2 million.  During fiscal year 2021, the Company recorded net adjustments of $0.8 million to decrease the earn-out liability to an estimated value of $4.4 million.  No earnout-payments have been made to date on the acquisition.    

F-31


Geospace Technologies Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

Contingent Compensation Costs

In connection with the acquisition of Aquana in July 2021, the Company is subject to additional contingent cash payments to the former members of Aquana, LLC. 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, LLC 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.  As discussed in Note 3, due to the continued employment requirement, no liability has been recorded for the estimated fair value of contingent earn-out payments for this transaction.  Earn-outs achieved, if any, will be recorded as compensation expense when incurred.

Operating Leases

The Company leases office space and certain equipment on a month to month basis.for terms of seven years or less.  Rent expense was approximately $0.1$0.5 million $0.2 million and $0.4 million duringfor each of fiscal years 2017, 20162021 and 2015, respectively.2020.  At September 30, 2021, future minimum lease payments was $1.4 million.  See Note 9 for additional information.   

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 litigation.such actions.  However, management believes that

F-26


Geospace Technologies Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

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,

 

 

 

2017

 

 

2016

 

 

2015

 

Cash paid for:

 

 

 

 

 

 

 

 

 

 

 

 

Interest

 

$

39

 

 

$

26

 

 

$

286

 

Income taxes

 

 

 

 

 

 

 

 

638

 

Noncash investing and financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

Inventory transferred to rental equipment

 

 

1,677

 

 

 

3,982

 

 

 

5,013

 

Inventory transferred to property, plant and equipment

 

 

1,863

 

 

 

130

 

 

 

98

 

Financing receivables in connection with sale of used rental equipment

 

 

9,386

 

 

 

 

 

 

 

Settlement of note receivable in connection with return of rental equipment

 

 

 

 

 

 

 

 

2,588

 

Prepaid assets transferred to property, plant and equipment

 

 

 

 

 

 

 

 

4,219

 

 

 

YEAR ENDED SEPTEMBER 30,

 

 

 

2021

 

 

2020

 

Cash paid for interest

 

$

 

 

$

38

 

Cash paid for income taxes

 

 

551

 

 

 

2,530

 

Non-cash investing and financing activities:

 

 

 

 

 

 

 

 

Inventory transferred to rental equipment

 

 

4,038

 

 

 

6,343

 

Inventory transferred to property, plant and equipment

 

 

286

 

 

 

222

 

Financing receivables recognized in connection with sale of used rental equipment

 

 

2,665

 

 

 

 

 

20. Segment and Geographic Information

The Company reports and evaluates financial information for two3 operating business segments: SeismicOil and Non-Seismic.  Seismic product linesGas 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 Non-Seismic product linesAdjacent Markets segment’s products include imaging equipment, water meter products, remote shut-off valves and industrial products.Internet of Things (IoT) platform, offshore cables, 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.  

F-27F-32


Geospace Technologies Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

 

The following tables summarize the Company’s segment information:

 

 

YEAR ENDED SEPTEMBER 30,

 

 

YEAR ENDED SEPTEMBER 30,

 

 

2017

 

 

2016

 

 

2015

 

 

2021

 

 

2020

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Seismic

 

$

47,109

 

 

$

33,792

 

 

$

60,565

 

Non-seismic

 

 

26,027

 

 

 

27,708

 

 

 

23,758

 

Oil and Gas Markets

 

$

52,252

 

 

$

61,661

 

Adjacent Markets

 

 

32,419

 

 

 

25,440

 

Emerging Markets

 

 

10,193

 

 

 

734

 

Corporate

 

 

585

 

 

 

560

 

 

 

544

 

 

 

 

 

 

 

Total

 

 

73,721

 

 

 

62,060

 

 

 

84,867

 

 

 

94,864

 

 

 

87,835

 

Income (loss) from operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Seismic

 

 

(46,902

)

 

 

(47,690

)

 

 

(42,732

)

Non-seismic

 

 

4,153

 

 

 

4,093

 

 

 

3,031

 

Oil and Gas Markets

 

 

(16,229

)

 

 

(2,139

)

Adjacent Markets

 

 

6,423

 

 

 

4,017

 

Emerging Markets

 

 

5,033

 

 

 

(6,064

)

Corporate

 

 

(11,574

)

 

 

(11,913

)

 

 

(12,854

)

 

 

(12,098

)

 

 

(13,853

)

Total

 

 

(54,323

)

 

 

(55,510

)

 

 

(52,555

)

 

 

(16,871

)

 

 

(18,039

)

Depreciation, impairment, inventory obsolescence

and stock-based compensation expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Seismic

 

 

47,620

 

 

 

34,945

 

 

 

23,696

 

Non-seismic

 

 

785

 

 

 

746

 

 

 

505

 

Depreciation and amortization expenses:

 

 

 

 

 

 

 

 

Oil and Gas Markets

 

 

18,199

 

 

 

21,192

 

Adjacent Markets

 

 

440

 

 

 

453

 

Emerging Markets

 

 

1,209

 

 

 

1,194

 

Corporate

 

 

929

 

 

 

854

 

Total

 

 

20,777

 

 

 

23,693

 

Impairment, inventory obsolescence and stock-based compensation expenses:

 

 

 

 

 

 

 

 

Oil and Gas Markets

 

 

3,850

 

 

 

6,326

 

Adjacent Markets

 

 

223

 

 

 

232

 

Emerging Markets

 

 

100

 

 

 

203

 

Corporate

 

 

1,895

 

 

 

1,847

 

 

 

1,728

 

 

 

798

 

 

 

941

 

Total

 

 

50,300

 

 

 

37,538

 

 

 

25,929

 

 

 

4,971

 

 

 

7,702

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Seismic

 

 

311

 

 

 

161

 

 

 

280

 

Non-seismic

 

 

 

 

 

3

 

 

 

7

 

Oil and Gas Markets

 

 

1,409

 

 

 

1,029

 

Adjacent Markets

 

 

1

 

 

 

3

 

Emerging Markets

 

 

 

 

 

 

Corporate

 

 

342

 

 

 

212

 

 

 

140

 

 

 

31

 

 

 

70

 

Total

 

 

653

 

 

 

376

 

 

 

427

 

 

 

1,441

 

 

 

1,102

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Seismic

 

 

 

 

 

 

 

 

 

Non-seismic

 

 

 

 

 

 

 

 

 

Oil and Gas Markets

 

 

 

 

 

 

Adjacent Markets

 

 

 

 

 

 

Emerging Markets

 

 

 

 

 

 

Corporate

 

 

39

 

 

 

26

 

 

 

229

 

 

 

 

 

 

38

 

Total

 

 

39

 

 

 

26

 

 

 

229

 

 

 

 

 

 

38

 

 

The Company’s manufacturing operations for its Seismic and Non-Seismic business segments are combined.  Therefore, the Company does not segregate and report separate balance sheet accounts for these segments.  As a result, the Company has not presented businesseach of its segments and, therefore, no such segment balance sheet information is presented in the table above.

“Corporate” revenue consists of rental revenue earned from an operating lease of a surplus building located in Houston, Texas.  “Corporate” loss from operations primarily consists of the Company’s Houston headquarterheadquarters general and administrative expenses.

F-33


Geospace Technologies Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

The Company generates revenue from product sales, product rentals and rentalsservices from its subsidiaries located in the United States, Canada, Colombia, the Russian Federation and the United Kingdom.  Revenue information forgenerated by the CompanyCompany’s subsidiaries is as follows (in thousands):

 

 

YEAR ENDED SEPTEMBER 30,

 

 

YEAR ENDED SEPTEMBER 30,

 

 

2017

 

 

2016

 

 

2015

 

 

2021

 

 

2020

 

United States

 

$

60,696

 

 

$

56,094

 

 

$

77,487

 

 

$

91,190

 

 

$

82,166

 

Canada

 

 

12,157

 

 

 

3,028

 

 

 

4,796

 

 

 

2,417

 

 

 

3,709

 

Colombia

 

 

558

 

 

 

556

 

 

 

609

 

 

 

 

 

 

5

 

Russian Federation

 

 

2,566

 

 

 

4,254

 

 

 

5,554

 

 

 

2,924

 

 

 

2,668

 

United Kingdom

 

 

2,892

 

 

 

2,120

 

 

 

2,644

 

 

 

3,210

 

 

 

2,488

 

Eliminations

 

 

(5,148

)

 

 

(3,992

)

 

 

(6,223

)

 

 

(4,877

)

 

 

(3,201

)

 

$

73,721

 

 

$

62,060

 

 

$

84,867

 

 

$

94,864

 

 

$

87,835

 

 

F-28


Geospace Technologies Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

A summary of revenue by geographic area for fiscal years 2017, 2016 and 2015 is as follows (in thousands):

 

 

YEAR ENDED SEPTEMBER 30,

 

 

YEAR ENDED SEPTEMBER 30,

 

 

2017

 

 

2016

 

 

2015

 

 

2021

 

 

2020

 

Asia (excluding Middle East)

 

$

7,924

 

 

$

18,745

 

 

$

8,755

 

Africa

 

$

2,507

 

 

$

5,814

 

Asia

 

 

23,299

 

 

 

41,128

 

Canada

 

 

11,318

 

 

 

3,048

 

 

 

2,298

 

 

 

997

 

 

 

3,193

 

Europe

 

 

3,883

 

 

 

4,219

 

 

 

13,672

 

 

 

13,801

 

 

 

12,626

 

Middle East

 

 

609

 

 

 

1,749

 

 

 

2,024

 

United States

 

 

47,966

 

 

 

32,317

 

 

 

50,101

 

 

 

49,541

 

 

 

23,780

 

Other

 

 

2,021

 

 

 

1,982

 

 

 

8,017

 

 

 

4,719

 

 

 

1,294

 

 

$

73,721

 

 

$

62,060

 

 

$

84,867

 

 

$

94,864

 

 

$

87,835

 

 

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 assets were as follows (in thousands):

 

 

 

AS OF SEPTEMBER 30,

 

 

 

2017

 

 

2016

 

 

2015

 

 

 

 

 

 

 

(Restated)

 

 

(Restated)

 

United States

 

$

108,021

 

 

$

136,617

 

 

$

162,548

 

Canada

 

 

7,325

 

 

 

11,911

 

 

 

19,323

 

Colombia

 

 

1,747

 

 

 

3,487

 

 

 

9,227

 

Russian Federation

 

 

1,461

 

 

 

1,498

 

 

 

1,215

 

United Kingdom

 

 

502

 

 

 

391

 

 

 

502

 

China

 

 

14

 

 

 

14

 

 

 

14

 

 

 

$

119,070

 

 

$

153,918

 

 

$

192,829

 

21. Selected Quarterly Information (Unaudited):

The following table represents summarized data for each of the quarters in fiscal years 2017 and 2016 (in thousands, except per share amounts):

 

 

2017

 

 

 

Fourth Quarter

 

 

Third Quarter

 

 

Second Quarter

 

First Quarter

 

Revenue

 

$

23,683

 

 

$

14,195

 

 

$

20,558

 

 

$

15,285

 

Gross profit (loss)

 

 

(9,686

)

 

 

(5,112

)

 

 

(2,558

)

 

 

(3,327

)

Loss from operations

 

 

(18,178

)

 

 

(13,774

)

 

 

(11,060

)

 

 

(11,311

)

Other income (expense), net

 

 

231

 

 

 

46

 

 

 

(102

)

 

 

40

 

Net loss

 

 

(19,207

)

 

 

(14,376

)

 

 

(11,503

)

 

 

(11,705

)

Basic loss per share

 

$

(1.46

)

 

$

(1.09

)

 

$

(0.88

)

 

$

(0.89

)

Diluted loss per share

 

$

(1.46

)

 

$

(1.09

)

 

$

(0.88

)

 

$

(0.89

)

 

 

2016

 

 

 

Fourth Quarter

 

 

Third Quarter

 

 

Second Quarter

 

First Quarter

 

Revenue

 

$

16,314

 

 

$

17,678

 

 

$

14,931

 

 

$

13,137

 

Gross profit (loss)

 

 

(5,467

)

 

 

(2,900

)

 

 

(4,594

)

 

 

(6,402

)

Loss from operations

 

 

(14,816

)

 

 

(12,015

)

 

 

(13,987

)

 

 

(14,692

)

Other income (expense), net

 

 

2

 

 

 

(617

)

 

 

719

 

 

 

73

 

Net loss

 

 

(12,309

)

 

 

(11,654

)

 

 

(10,965

)

 

 

(11,042

)

Basic loss per share

 

$

(0.94

)

 

$

(0.89

)

 

$

(0.84

)

 

$

(0.85

)

Diluted loss per share

 

$

(0.94

)

 

$

(0.89

)

 

$

(0.84

)

 

$

(0.85

)

 

F-29


Geospace Technologies Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

As discussed in Note 22, the Company restated its unaudited consolidated balance sheets for the quarters ended December 31, 2016, March 31, 2017 and June 30, 2017.   The impact of the restatement on these balance sheets was as follows (in thousands):

 

 

AS OF DECEMBER 31, 2016

 

 

 

As Reported

 

 

Adjustment

 

 

Restated

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

12,794

 

 

$

-

 

 

$

12,794

 

Short-term investments

 

 

24,739

 

 

 

-

 

 

 

24,739

 

Trade accounts receivable, net

 

 

13,819

 

 

 

-

 

 

 

13,819

 

Financing receivables, net

 

 

1,678

 

 

 

-

 

 

 

1,678

 

Income tax receivable

 

 

13,290

 

 

 

-

 

 

 

13,290

 

Inventories

 

 

101,765

 

 

 

(77,089

)

 

 

24,676

 

Prepaid and other current assets

 

 

1,855

 

 

 

-

 

 

 

1,855

 

    Total current assets

 

 

169,940

 

 

 

(77,089

)

 

 

92,851

 

Rental equipment

 

 

26,821

 

 

 

-

 

 

 

26,821

 

Property, plant and equipment

 

 

43,477

 

 

 

-

 

 

 

43,477

 

Non-current inventories

 

-

 

 

 

77,089

 

 

 

77,089

 

Deferred income tax assets, net

 

 

179

 

 

 

-

 

 

 

179

 

Non-current financing receivables, net

 

 

1,385

 

 

 

-

 

 

 

1,385

 

Prepaid income taxes

 

 

2,227

 

 

 

-

 

 

 

2,227

 

Other assets

 

 

80

 

 

 

-

 

 

 

80

 

    Total assets

 

 

244,109

 

 

 

-

 

 

 

244,109

 

Total liabilities and stockholders' equity

 

$

244,109

 

 

$

-

 

 

$

244,109

 

 

 

AS OF MARCH 31, 2017

 

 

 

As Reported

 

 

Adjustment

 

 

Restated

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

19,307

 

 

$

-

 

 

$

19,307

 

Short-term investments

 

 

28,862

 

 

 

-

 

 

 

28,862

 

Trade accounts receivable, net

 

 

16,709

 

 

 

-

 

 

 

16,709

 

Financing receivables, net

 

 

1,890

 

 

 

-

 

 

 

1,890

 

Income tax receivable

 

 

483

 

 

 

-

 

 

 

483

 

Inventories

 

 

92,103

 

 

 

(69,448

)

 

 

22,655

 

Prepaid and other current assets

 

 

1,827

 

 

 

-

 

 

 

1,827

 

    Total current assets

 

 

161,181

 

 

 

(69,448

)

 

 

91,733

 

Rental equipment

 

 

24,485

 

 

 

-

 

 

 

24,485

 

Property, plant and equipment

 

 

44,484

 

 

 

-

 

 

 

44,484

 

Non-current inventories

 

-

 

 

 

69,448

 

 

 

69,448

 

Deferred income tax assets, net

 

 

247

 

 

 

-

 

 

 

247

 

Non-current financing receivables, net

 

 

427

 

 

 

-

 

 

 

427

 

Prepaid income taxes

 

 

1,843

 

 

 

-

 

 

 

1,843

 

Other assets

 

 

80

 

 

 

-

 

 

 

80

 

    Total assets

 

 

232,747

 

 

 

-

 

 

 

232,747

 

Total liabilities and stockholders' equity

 

$

232,747

 

 

$

-

 

 

$

232,747

 

F-30


Geospace Technologies Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

 

 

AS OF JUNE 30, 2017

 

 

 

As Reported

 

 

Adjustment

 

 

Restated

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

17,077

 

 

$

-

 

 

$

17,077

 

Short-term investments

 

 

36,461

 

 

 

-

 

 

 

36,461

 

Trade accounts receivable, net

 

 

8,327

 

 

 

-

 

 

 

8,327

 

Financing receivables, net

 

 

2,614

 

 

 

-

 

 

 

2,614

 

Income tax receivable

 

 

473

 

 

 

-

 

 

 

473

 

Inventories

 

 

88,024

 

 

 

(65,642

)

 

 

22,382

 

Prepaid and other current assets

 

 

1,854

 

 

 

-

 

 

 

1,854

 

    Total current assets

 

 

154,830

 

 

 

(65,642

)

 

 

89,188

 

Rental equipment

 

 

20,551

 

 

 

-

 

 

 

20,551

 

Property, plant and equipment

 

 

43,432

 

 

 

-

 

 

 

43,432

 

Non-current inventories

 

-

 

 

 

65,642

 

 

 

65,642

 

Deferred income tax assets, net

 

 

267

 

 

 

-

 

 

 

267

 

Non-current financing receivables, net

 

 

588

 

 

 

-

 

 

 

588

 

Prepaid income taxes

 

 

1,464

 

 

 

-

 

 

 

1,464

 

Other assets

 

 

641

 

 

 

-

 

 

 

641

 

    Total assets

 

 

221,773

 

 

 

-

 

 

 

221,773

 

Total liabilities and stockholders' equity

 

$

221,773

 

 

$

-

 

 

$

221,773

 

 

 

AS OF SEPTEMBER 30,

 

 

 

2021

 

 

2020

 

United States

 

$

98,985

 

 

$

114,119

 

Canada

 

 

3,653

 

 

 

6,654

 

Colombia

 

 

 

 

 

1

 

Russian Federation

 

 

689

 

 

 

717

 

United Kingdom

 

 

559

 

 

 

404

 

China

 

 

13

 

 

 

13

 

 

 

$

103,899

 

 

$

121,908

 

 

 

 

22.  Restatement of Prior Year Financial Statements

Prior to the issuance of the Company’s consolidated financial statements for the fiscal year ended September 30, 2017, the Company concluded that its previously issued consolidated financial statements for the fiscal years ended September 30, 2016 and 2015 and the quarters ended December 31, 2016, March 31, 2017 and June 30, 2017, should be restated because of an accounting error with respect to the classification of inventories.

The Company classified inventories as a current asset in its consolidated balance sheet as of September 30, 2016, December 31, 2016, March 31, 2017 and June 30, 2017.  The Company has now determined that all of its inventories for each of those dates were not reasonably expected to be realized in cash, sold or consumed during the Company’s next operating cycle.  The restatement did not affect previously reported net loss, total assets, total liabilities or stockholders' equity or cash flows.  The impact of the restatement to the balance sheets at September 30, 2016 and 2015 was as follows (in thousands):

F-31


Geospace Technologies Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

 

 

AS OF SEPTEMBER 30, 2016

 

 

 

As Reported

 

 

Adjustment

 

 

Restated

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

10,262

 

 

$

-

 

 

$

10,262

 

Short-term investments

 

 

27,491

 

 

 

-

 

 

 

27,491

 

Trade accounts receivable, net

 

 

15,392

 

 

 

-

 

 

 

15,392

 

Financing receivables, net

 

 

1,533

 

 

 

-

 

 

 

1,533

 

Income tax receivable

 

 

13,290

 

 

 

-

 

 

 

13,290

 

Inventories

 

 

104,540

 

 

 

(73,696

)

 

 

30,844

 

Prepaid and other current assets

 

 

1,826

 

 

 

-

 

 

 

1,826

 

    Total current assets

 

 

174,334

 

 

 

(73,696

)

 

 

100,638

 

Rental equipment

 

 

30,973

 

 

 

-

 

 

 

30,973

 

Property, plant and equipment

 

 

44,732

 

 

 

-

 

 

 

44,732

 

Non-current inventories

 

-

 

 

 

73,696

 

 

 

73,696

 

Deferred income tax assets, net

 

 

216

 

 

 

-

 

 

 

216

 

Non-current financing receivables, net

 

 

1,817

 

 

 

-

 

 

 

1,817

 

Prepaid income taxes

 

 

2,620

 

 

 

-

 

 

 

2,620

 

Other assets

 

 

80

 

 

 

-

 

 

 

80

 

    Total assets

 

 

254,772

 

 

 

-

 

 

 

254,772

 

Total liabilities and stockholders' equity

 

$

254,772

 

 

$

-

 

 

$

254,772

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AS OF SEPTEMBER 30, 2015

 

 

 

As Reported

 

 

Adjustment

 

 

Restated

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

22,314

 

 

$

-

 

 

$

22,314

 

Short-term investments

 

 

18,112

 

 

 

-

 

 

 

18,112

 

Trade accounts receivable, net

 

 

12,693

 

 

 

-

 

 

 

12,693

 

Financing receivables, net

 

 

2,004

 

 

 

-

 

 

 

2,004

 

Income tax receivable

 

 

17,369

 

 

 

-

 

 

 

17,369

 

Inventories

 

 

124,800

 

 

 

(92,378

)

 

 

32,422

 

Prepaid and other current assets

 

 

1,295

 

 

 

-

 

 

 

1,295

 

    Total current assets

 

 

198,587

 

 

 

(92,378

)

 

 

106,209

 

Rental equipment

 

 

46,036

 

 

 

-

 

 

 

46,036

 

Property, plant and equipment

 

 

48,709

 

 

 

-

 

 

 

48,709

 

Non-current inventories

 

-

 

 

 

92,378

 

 

 

92,378

 

Deferred income tax assets, net

 

 

4,554

 

 

 

-

 

 

 

4,554

 

Non-current financing receivables, net

 

 

1,516

 

 

 

-

 

 

 

1,516

 

Prepaid income taxes

 

 

4,095

 

 

 

-

 

 

 

4,095

 

Other assets

 

 

95

 

 

 

-

 

 

 

95

 

    Total assets

 

 

303,592

 

 

 

-

 

 

 

303,592

 

Total liabilities and stockholders' equity

 

$

303,592

 

 

$

-

 

 

$

303,592

 


 

See Note 21 for the impact of the restatement on the balance sheets as of December 31, 2016, March 31, 2017 and June 30, 2017.

F-32


Geospace Technologies Corporation and Subsidiaries

Notes to Consolidated Financial Statements—(Continued)

ScheduleSchedule II

Geospace Technologies Corporation and Subsidiaries

Valuation and Qualifying Accounts

(In thousands)

 

 

Balance at

Beginning

of Period

 

Charged to

Costs and

Expenses

 

Charged

to Other

Assets

 

(Deductions)

and

Additions

 

Balance at

End of

Period

 

Year ended September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts on accounts and financing receivables

$

2,949

 

$

(380

)

$

 

$

(154

)

$

2,415

 

Year ended September 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts on accounts and financing receivables

 

2,516

 

 

763

 

 

 

 

(330

)

 

2,949

 

Year ended September 30, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts on accounts and financing receivables

 

1,125

 

 

2,147

 

 

 

 

(756

)

 

2,516

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at

Beginning

of Period

 

Charged to

Costs and

Expenses

 

Charged

to Other

Assets

 

(Deductions)

and

Additions

 

Balance at

End of

Period

 

Year ended September 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inventory obsolescence reserve

$

9,674

 

$

21,472

 

$

 

$

(1,532

)

$

29,614

 

Year ended September 30, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inventory obsolescence reserve

 

6,675

 

 

10,590

 

 

 

 

(7,591

)

 

9,674

 

Year ended September 30, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inventory obsolescence reserve

 

7,764

 

 

3,887

 

 

 

 

(4,976

)

 

6,675

 

 

Balance at

Beginning

of Period

 

Charged to

Costs and

Expenses, net of Recoveries

 

Charged

to Other

Assets

 

(Deductions)

and

Additions

 

Balance at

End of

Period

 

Year ended September 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts on accounts and financing

   receivables

$

496

 

$

(76

)

$

 

$

8

 

$

428

 

Year ended September 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts on accounts and financing

   receivables

$

951

 

$

63

 

$

 

$

(518

)

$

496

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at

Beginning

of Period

 

Charged to

Costs and

Expenses

 

Charged

to Other

Assets

 

(Deductions)

and

Additions

 

Balance at

End of

Period

 

Year ended September 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inventory obsolescence reserve

$

34,960

 

$

3,001

 

$

 

$

(1,025

)

$

36,936

 

Year ended September 30, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inventory obsolescence reserve

$

32,050

 

$

4,726

 

$

 

$

(1,816

)

$

34,960

 

 

 

F-33F-35