false 0001001115 0001001115 2023-08-10 2023-08-10
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

FORM 8-K

CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): August 10, 2023 
 
GEOSPACE TECHNOLOGIES CORPORATION
(Exact name of Registrant as Specified in Its Charter)
 

 
Texas
001-13601
76-0447780
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
     
7007 Pinemont
Houston, Texas
 
77040
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrants Telephone Number, Including Area Code: (713) 986-4444
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
 
         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange on which registered
Common Stock
 
GEOS
 
The NASDAQ Global Select Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
 
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. ☐
 
 

 
 
Item 2.02. Results of Operations and Financial Condition
 
On August 10, 2023, Geospace Technologies Corporation issued a press release regarding its operating results for its second quarter 2023. The press release is attached hereto as Exhibit 99.1. The foregoing description is qualified by reference in its entirety to such exhibit.
 
In accordance with General Instruction B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
 
 
Item 9.01. Financial Statements and Exhibits
 
 
Exhibit 104 Cover Page Interactive Data (embedded within the Inline XBRL document).         
 
 
 

SIGNATURES
 
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
GEOSPACE TECHNOLOGIES CORPORATION
   
Date: August 10, 2023
 
 
By:          /s/ Robert L. Curda
 
Robert L. Curda
 
Vice President, Chief Financial Officer & Secretary
 
 

Exhibit 99.1

 logo.jpg

NEWS RELEASE

 

FOR IMMEDIATE RELEASE

                                                                                                                                                            

GEOSPACE TECHNOLOGIES CORPORATION REPORTS PROFITABLE THIRD QUARTER

AND NINE-MONTH 2023 EARNINGS

Q3 Produced Highest Quarterly Revenue Recorded in Nine Years

 

 

HOUSTON, TX August 10, 2023 - Geospace Technologies Corporation (NASDAQ: GEOS) (the “Company”) today announced results for its third quarter ended June 30, 2023.  For the three-months ended June 30, 2023, Geospace reported revenue of $32.7 million, a 58% increase compared to revenue of $20.7 million for the comparable year-ago quarter. Net income for the three-months ended June 30, 2023 was $3.2 million, or $0.24 per diluted share, compared to a net loss of $6.6 million, or ($0.51) per diluted share, for the quarter ended June 30, 2022.

 

For the nine-months ended June 30, 2023, Geospace reported revenue of $95.2 million, a 50% increase compared to revenue of $63.4 million for the comparable year-ago period. Net income for the nine-months ended June 30, 2023 was $7.8 million, or $0.59 per diluted share, compared to a net loss of $14.8 million, or ($1.14) per diluted share, for the nine-months ended June 30, 2022.

 

Managements Comments

Rick Wheeler, President, and Chief Executive Officer of Geospace Technologies said, “We’re very excited to see our third quarter performance further extend profitability for fiscal year 2023 by $0.24 per share. Moreover, total revenue for the quarter of $32.7 million represents the highest quarterly figure recorded in nine years. These results offer evidence of the intended positive impact our longstanding diversification efforts and recent cost control measures were designed to achieve.

A combination of increased demand for our Oil and Gas segment products and continued growth in our Adjacent Markets segment fueled both third quarter and nine-month results. In the Oil and Gas segment, our rental fleet of OBX ocean bottom nodes is near full utilization, reliably collecting high-resolution seismic data for clients around the globe. This growing demand and our innovation in this product domain were the impetus leading to our recently announced $20 million contract with a major contractor for the rental of our new shallow water Mariner® nodal system. Under current market conditions, we believe demand for our Oil and Gas segment products will remain strong into fiscal year 2024.

 

Our Adjacent Market segment had a notably great quarter, setting yet another record with the highest quarterly revenue figure ever reported. In just the first nine months of fiscal year 2023, revenue is just short of last year’s full total and beats all other prior fiscal year totals. Compared to last year, both the three-month and nine-month periods ended June 30, 2023, grew by almost 36%. The increase is driven largely by water meter cables and industrial sensor products. Also during the quarter, our Aquana subsidiary announced the release of its Actuator Valve Serial (AVS), a remote shut-off valve designed to reduce the cost of operations and enhance the safety of employees for water utilities. As domestic municipalities continue to update their smart water meter systems, we believe the long-term increase in demand for these Adjacent Markets products will persist.

 

Our Emerging Markets segment contributed a small portion of revenue during the three- and nine-month periods, primarily related to previously announced government and defense industry contracts. Further efforts remain ongoing to secure additional contracts in perimeter security and energy transition applications such as carbon storage, geothermal and mining. There may be more clarity on some of these endeavors in the near future.

 

As was noted, from a financial perspective, Geospace delivered its most successful quarter in many years, with quarterly revenue outpacing that of the past nine years. We not only achieved positive net income for the second consecutive quarter, but in addition, we strengthened our balance sheet, garnering approximately $27 million in cash and cash equivalents with approximately $42 million in total liquidity. Also, we recently completed a credit agreement with Woodforest National Bank that will provide borrowings to significantly boost our liquidity. However, we don’t anticipate a need for borrowing in the foreseeable future. We look forward to a continuation of favorable performance throughout fiscal year 2023 and into 2024, even though there may be lulls in some elements of our commerce.”

 

Oil and Gas Markets Segment

Revenue from the Oil and Gas Markets segment totaled $17.7 million for the three-month ended June 30, 2023.  Revenue from the same period of the prior fiscal year was $9.5 million, an increase of 85.7%.  Revenue for the nine-month period ended June 30, 2023, is $56.2 million, an increase of 63.9% over the equivalent prior year period.  The increase in revenue for both periods was due to higher rental revenue from increased utilization of our marine OBX rental fleet and higher demand for our seismic sensors.  In addition to ocean bottom node revenue, we recorded profitable revenue for our traditional seismic exploration products for the first time in nearly seven years due to the sale of marine streamer products.

 

Adjacent Markets Segment

Revenue from our Adjacent Markets products for the three months ended June 30, 2023, is $14.9 million an increase of $3.9 million, representing an increase of 35.9% from the corresponding period of the prior fiscal year.  The revenue for the nine-month period ended June 30, 2023, was $38.4 million, an increase of 35.6%, from the same period of the prior fiscal year.  The increase in revenue is attributable in part to a recent decision to increase manufacturing capacity to meet demand for our water meter cable and connector products. Revenue remains stable in our imaging product line where efforts are underway to introduce new products to market at strategically affordable price points for the multi-billion-dollar screen print industry.

 

Emerging Markets

For the three-and nine-month periods ended June 30, 2023, the Company’s Emerging Markets segment generated revenue of $0.1 million and $0.4 million respectively. For the similar periods from fiscal year 2022, the Emerging Markets segment produced revenue of $0.1 million and $0.6 million, respectively. Revenue from this segment consists of on-going service and maintenance related to our completed U.S. Customs and Border Protection contract as well as other government contracts.

 

Balance Sheet and Liquidity

For the nine-month period ended June 30, 2023, the Company generated $3.1 million in cash and cash equivalents from operating activities. The Company generated $8.3 million of cash from investing activities that included $11.1 million in proceeds from the sale of rental equipment and $4.4 million in proceeds from the sale of property and equipment.  These increases in cash are offset by $6.2 million invested in rental equipment and $1.9 million invested in property, plant and equipment.  The majority of additions to the Company’s rental equipment come as a result of the recently announced Mariner® rental agreement. As of June 30, 2023, the Company had $27.3 million in cash and cash equivalents with no borrowings outstanding.  Additionally, the Company recently completed a credit agreement with Woodforest National Bank that will provide borrowings of up to $15 million.   Effective July 26, 2023, the total liquidity was approximately $42 million. The Company additionally owns unencumbered property and real estate in both domestic and international locations.

 

Conference Call Information

The Company will host a conference call to review its third quarter fiscal year 2023 financial results on August 11, 2023, at 10:00 a.m. Eastern Time (9:00 a.m. Central Time). Participants can access the call at (800) 225-9448 (US) or (203) 518-9848 (International). Please reference the conference ID: GEOSQ323 prior to the start of the conference call. A replay will be available for approximately 60 days and may be accessed through the Investor Relations tab of the Company’s website at www.geospace.com.

 

About Geospace Technologies

Geospace Technologies is a global technology and instrumentation manufacturer specializing in vibration sensing and highly ruggedized products which serve energy, industrial, government and commercial customers worldwide. The Company’s products blend engineering expertise with advanced analytic software to optimize energy exploration, enhance national and homeland security, empower water utility and property managers, and streamline electronic printing solutions. With more than four decades of excellence, the Company’s more than 600 employees across the world are dedicated to engineering and technical quality. Geospace is traded on the U.S. NASDAQ stock exchange as GEOS. For more information, visit www.geospace.com.

 

Media Contact: Caroline Kempf, ckempf@geospace.com, 321.341.9305

 

Forward Looking Statements

This news release contains “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”, “could”, “intend”, “expect”, “plan”, “budget”, “forecast”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue”, “evaluating” or similar words. Statements that contain these words should be read carefully because they discuss 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, statements regarding our expected operating results and expected demand for our products in various segments.  These forward-looking statements reflect our current judgment about future events and trends based on currently available information. However, there will likely be events in the future that we are not able to predict or control. The factors listed under the caption “Risk Factors” in our most recent Annual Report on Form 10-K which is on file with the Securities and Exchange Commission, as well as other cautionary language in such Annual Report, any subsequent Quarterly Report on Form 10- Q, or in our other periodic reports, 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, the continued adverse impact of COVID-19, which could reduce demand for our products, the failure of our products to achieve market acceptance (despite substantial investment by us), our sensitivity to short term backlog, delayed or cancelled customer orders, product obsolescence resulting from poor industry conditions or new technologies, bad debt write-offs associated with customer accounts, inability to collect on promissory notes, lack of further orders for our OBX systems, failure of our Quantum products to be adopted by the border and security perimeter market or a decrease in such market due to governmental changes, and infringement or failure to protect intellectual property. The occurrence of the events described in these risk factors and elsewhere in our most recent Annual Report on Form 10-K or in our other periodic reports 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, except as required by applicable securities laws and regulations.

 

# # #

 

 

 

 

 

 

 

GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(unaudited)

 

   

Three Months Ended

   

Nine Months Ended

 
   

June 30, 2023

   

June 30, 2022

   

June 30, 2023

   

June 30, 2022

 

Revenue:

                               

Products

  $ 19,727     $ 13,463     $ 56,976     $ 48,060  

Rental

    12,988       7,228       38,218       15,322  

Total revenue

    32,715       20,691       95,194       63,382  

Cost of revenue:

                               

Products

    14,522       12,460       43,083       37,310  

Rental

    4,214       4,580       14,649       13,909  

Total cost of revenue

    18,736       17,040       57,732       51,219  
                                 

Gross profit

    13,979       3,651       37,462       12,163  
                                 

Operating expenses:

                               

Selling, general and administrative

    6,655       6,373       19,477       18,108  

Research and development

    4,356       4,108       12,097       14,050  

Change in estimated fair value of contingent consideration

          (384 )           (5,042 )

Bad debt expense (recovery)

    (178 )     88       (41 )     116  

Total operating expenses

    10,833       10,185       31,533       27,232  
                                 

Gain on disposal of property

                1,315        
                                 

Income (loss) from operations

    3,146       (6,534 )     7,244       (15,069 )
                                 

Other income (expense):

                               

Interest expense

    (22 )     (26 )     (100 )     (26 )

Interest income

    88       402       371       722  

Foreign exchange gains (losses), net

    301       (341 )     593       (230 )

Other, net

    (66 )     (7 )     (72 )     (43 )

Total other income, net

    301       28       792       423  
                                 

Income (loss) before income taxes

    3,447       (6,506 )     8,036       (14,646 )

Income tax expense

    219       68       268       170  

Net income (loss)

  $ 3,228     $ (6,574 )   $ 7,768     $ (14,816 )
                                 

Income (loss) per common share:

                               

Basic

  $ 0.25     $ (0.51 )   $ 0.59     $ (1.14 )

Diluted

  $ 0.24     $ (0.51 )   $ 0.59     $ (1.14 )
                                 

Weighted average common shares outstanding:

                               

Basic

    13,171,654       13,013,616       13,131,795       12,977,146  

Diluted

    13,320,881       13,013,616       13,157,919       12,977,146  

 

 

 

 

GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands except share amounts)

(unaudited)

 

   

June 30, 2023

   

September 30, 2022

 

ASSETS

               

Current assets:

               

Cash and cash equivalents

  $ 27,264     $ 16,109  

Short-term investments

          894  

Trade accounts and notes receivable, net

    26,309       20,886  

Inventories, net

    19,603       19,995  

Prepaid expenses and other current assets

    3,200       2,077  

Total current assets

    76,376       59,961  
                 

Non-current inventories, net

    22,311       12,526  

Rental equipment, net

    18,381       28,199  

Property, plant and equipment, net

    21,919       26,598  

Operating right-of-use assets

    776       957  

Goodwill

    736       736  

Other intangible assets, net

    4,951       5,573  

Other non-current assets

    233       506  

Total assets

  $ 145,683     $ 135,056  
                 

LIABILITIES AND STOCKHOLDERS’ EQUITY

               

Current liabilities:

               

Accounts payable trade

  $ 6,884     $ 5,595  

Contingent consideration

          175  

Operating lease liabilities

    253       241  

Other current liabilities

    8,990       6,616  

Total current liabilities

    16,127       12,627  
                 

Non-current operating lease liabilities

    583       769  

Deferred tax liabilities, net

    16       13  

Total liabilities

    16,726       13,409  
                 

Commitments and contingencies

               
                 

Stockholders’ equity:

               

Preferred stock, 1,000,000 shares authorized, no shares issued and outstanding

           

Common Stock, $.01 par value, 20,000,000 shares authorized; 14,028,481 and 13,863,233 shares issued, respectively; and 13,186,489 and 13,021,241 shares outstanding, respectively

    140       139  

Additional paid-in capital

    95,741       94,667  

Retained earnings

    57,422       49,654  

Accumulated other comprehensive loss

    (16,846 )     (15,313 )

Treasury stock, at cost, 841,992 shares

    (7,500 )     (7,500 )

Total stockholders’ equity

    128,957       121,647  

Total liabilities and stockholders’ equity

  $ 145,683     $ 135,056  

 

 

 

GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

   

Nine Months Ended

 
   

June 30, 2023

   

June 30, 2022

 

Cash flows from operating activities:

               

Net income (loss)

  $ 7,768     $ (14,816 )

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

               

Deferred income tax expense (benefit)

    1       (12 )

Rental equipment depreciation

    9,204       10,500  

Property, plant and equipment depreciation

    2,785       3,112  

Amortization of intangible assets

    622       1,365  

Amortization of premiums (accretion of discounts) on short-term investments

    (50 )     89  

Stock-based compensation expense

    1,074       1,342  

Bad debt expense (recovery)

    (41 )     116  

Inventory obsolescence expense

    2,131       2,310  

Change in estimated fair value of contingent consideration

          (5,042 )

Gross profit from sale of used rental equipment

    (4,318 )     (10,801 )

Gain on disposal of property

    (1,315 )      

Gain on disposal of equipment

    (432 )     (9 )

Realized loss on short-term investments

          22  

Realized foreign currency translation loss from dissolution of foreign subsidiary

    38        

Effects of changes in operating assets and liabilities:

               

Trade accounts and notes receivable

    (10,561 )     1,455  

Unbilled receivables

          1,051  

Inventories

    (7,175 )     (1,705 )

Other assets

    453       (250 )

Accounts payable trade

    1,290       (2,223 )

Other liabilities

    1,654       215  

Net cash provided by (used in) operating activities

    3,128       (13,281 )
                 

Cash flows from investing activities:

               

Purchase of property, plant and equipment

    (1,862 )     (913 )

Proceeds from the sale of equipment

    724       9  

Proceeds from the sale of property

    3,682        

Investment in rental equipment

    (6,213 )     (4,121 )

Proceeds from the sale of used rental equipment

    11,095       5,929  

Purchases of short-term investments

          (450 )

Proceeds from the sale of short-term investments

    900       8,224  

Net cash provided by investing activities

    8,326       8,678  
                 

Cash flows from financing activities:

               

Payments on contingent consideration

    (175 )     (807 )

Debt issuance costs

          (211 )

Purchase of treasury stock

          (695 )

Net cash used in financing activities

    (175 )     (1,713 )
                 

Effect of exchange rate changes on cash

    (124 )     (282 )

Increase (decrease) in cash and cash equivalents

    11,155       (6,598 )

Cash and cash equivalents, beginning of fiscal year

    16,109       14,066  

Cash and cash equivalents, end of fiscal period

  $ 27,264     $ 7,468  
                 

SUPPLEMENTAL CASH FLOW INFORMATION:

               

Cash paid for income taxes

  $ 111     $ 168  

Issuance of note receivable related to sale of used rental equipment

          11,745  

Inventory transferred to rental equipment

    117       1,194  

Inventory transferred to property, plant and equipment

          172  

 

 

 

GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

SUMMARY OF SEGMENT REVENUE AND OPERATING INCOME (LOSS)

(in thousands)

(unaudited)

 

   

Three Months Ended

   

Nine Months Ended

 
   

June 30, 2023

   

June 30, 2022

   

June 30, 2023

   

June 30, 2022

 

Oil and Gas Markets segment revenue

                               

Traditional seismic exploration product revenue

  $ 3,363     $ 1,592     $ 9,509     $ 3,428  

Wireless seismic exploration product revenue

    13,786       7,233       45,920       29,467  

Reservoir product revenue

    523       692       810       1,422  
      17,672       9,517       56,239       34,317  

Adjacent Markets segment revenue:

                               

Industrial product revenue

    11,678       7,465       29,250       18,471  

Imaging product revenue

    3,184       3,473       9,142       9,841  
      14,862       10,938       38,392       28,312  

Emerging Markets segment revenue:

                               

Border and perimeter security product revenue

    109       135       393       571  
                                 

Corporate

    72       101       170       182  

Total revenue

  $ 32,715     $ 20,691     $ 95,194     $ 63,382  

 

   

Three Months Ended

   

Nine Months Ended

 
   

June 30, 2023

   

June 30, 2022

   

June 30, 2023

   

June 30, 2022

 

Operating income (loss):

                               

Oil and Gas Markets segment

  $ 3,238     $ (3,695 )   $ 9,820     $ (6,209 )

Adjacent Markets segment

    4,346       1,841       9,148       4,341  

Emerging Markets segment

    (1,047 )     (1,405 )     (3,267 )     (3,609 )

Corporate

    (3,391 )     (3,275 )     (8,457 )     (9,592 )

Total operating income (loss)

  $ 3,146     $ (6,534 )   $ 7,244     $ (15,069 )

 

 
v3.23.2
Document And Entity Information
Aug. 10, 2023
Document Information [Line Items]  
Entity, Registrant Name GEOSPACE TECHNOLOGIES CORPORATION
Document, Type 8-K
Document, Period End Date Aug. 10, 2023
Entity, Incorporation, State or Country Code TX
Entity, File Number 001-13601
Entity, Tax Identification Number 76-0447780
Entity, Address, Address Line One 7007 Pinemont
Entity, Address, City or Town Houston
Entity, Address, State or Province TX
Entity, Address, Postal Zip Code 77040
City Area Code 713
Local Phone Number 986-4444
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol GEOS
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001001115

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