false 0001001115 0001001115 2024-02-07 2024-02-07
 
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): February 7, 2024
 

 
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 February 7, 2024, Geospace Technologies Corporation issued a press release announcing operating results for its first quarter fiscal year 2024. 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: February 7, 2024
          
  By: /s/ Robert L. Curda
   
Robert L. Curda
   
Vice President, Chief Financial Officer & Secretary
 
 

Exhibit 99.1

 

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NEWS RELEASE

 

FOR IMMEDIATE RELEASE

 

GEOSPACE TECHNOLOGIES CORPORATION REPORTS PROFITABLE FIRST QUARTER OF FISCAL YEAR 2024

AND HIGHEST QUARTERLY REVENUE IN NEARLY TEN YEARS

 

Quarterly Earnings Strengthen by Significant Demand for Newly Released Mariner Seismic Data Acquisition Product

 

HOUSTON, TX February 7, 2023 - Geospace Technologies Corporation (NASDAQ: GEOS) (the “Company”) today announced results for its first quarter ended December 31, 2023. For the three-months ended December 31, 2023, Geospace reported revenue of $50.0 million, a 60% increase compared to revenue of $31.1 million for the comparable year-ago quarter. Net income for the three-months ended December 31, 2023 was $12.7 million, or $0.94 per diluted share, compared to a net loss of $0.1 million, or ($0.01) per diluted share, for the quarter ended December 31, 2022.

 

Managements Comments

Walter R. (“Rick”) Wheeler, President and CEO of the Company said, “We’re gratified to see the first quarter of fiscal year 2024 mark our fourth straight quarter of profitability. In conjunction with an improved industry demand for products in our Oil and Gas Markets segment, our financial discipline and streamlining of operations over the last year have helped carry profitability into the new fiscal year. Recorded revenue of $50 million represents the highest quarterly figure achieved in nearly ten years, and net income exceeding $12.7 million solidly demonstrates the sort of value we strive to deliver to our shareholders. Demand for our newest technology ocean bottom node, known as the Mariner™, was paramount in delivering our first quarter performance. As previously announced, a $20 million rental contract for a Mariner system was converted to a $30 million sale in late December. This brought a significant amount of revenue forward in the first quarter that would have otherwise been received from the rental contract over the course of the year. Although we don’t anticipate another such sale imminently, this transaction serves as a stark reminder of how commerce in our Oil and Gas Markets segment can be very lumpy from quarter to quarter.

 

Navigating these ups and downs is familiar territory for Geospace, and we are encouraged by industry reports of major energy companies beginning to invest more broadly in conventional seismic exploration and 4D time-lapse monitoring projects. Each of these benefit from our latest technology offerings such as our Mariner and Aquanaut ocean bottom nodes. This leads us to anticipate healthy utilization of our ocean bottom node fleet during the second half of the fiscal year.

 

 

Our Adjacent Markets segment experienced a modest decrease in first quarter revenue compared to last year. We believe the reduction reflects customers working through larger purchases made in earlier quarters to stay ahead of supply chain concerns. Despite the slight reduction in revenue, we expect this segment to see continued overall growth and remain strong into the foreseeable future. We believe our strategy for this segment to deliver stable, predictable, and profitable revenue to our bottom line is working. Moreover, our confidence in this segment’s continued improvement increases as the demand for smart infrastructure solutions expands, both domestically and abroad. This is further evidenced by the recent signing of a modest contract for our Aquana smart water valves which should begin contributing to revenue in the next quarter.

 
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Our Emerging Markets segment generated a small amount of revenue in the first quarter through existing contracts between our Quantum subsidiary and the US Federal government. The opportunity for additional contracts with the Customs and Border Protection agency is solid, but those government decisions are not expected until later in the calendar year. Progress toward significant revenue contributions from this segment have developed more slowly than desired. However, quoting activities from energy companies for carbon capture monitoring projects as well as other new and unique applications for Quantum’s analytical methods have increased. Despite the high public interest in carbon capture, utilization, and storage, these projects appear to move slowly as country requirements and industry commitments evolve.”

 

Oil and Gas Markets Segment

 

First quarter revenue from the Company’s Oil and Gas Markets segment totaled $39.9 million for the three months ended December 31, 2023. This compares to $20.1 million in revenue for the same period a year ago, an increase of 98%. Revenue of the magnitude achieved in the three months ended December 31, 2023, is not expected to reoccur in the foreseeable future.

 

 

Wireless Seismic Exploration Products revenue totaled $38.1 million for the quarterly period, a $20.8 million increase in revenue over the prior year period. The increase in revenue is largely due to the $30 million purchase of the Company’s Mariner™, a shallow water ocean bottom node. The increase in revenue is partially offset by a decrease in the utilization of our OBX rental fleet as compared to the same prior year period.

 

Adjacent Markets Segment

 

Revenue from the Company’s Adjacent Markets segment totaled $9.8 million for the three-month period ended December 31, 2023. This compares with $10.8 million from the equivalent year ago period, representing a decrease of 9%. The decrease in revenue is the result of lower demand for the Company’s smart water meter cable and connector products.

 

Emerging Markets Segment

The Company’s Emerging Markets segment generated revenue of $0.2 million for the three-month period ended December 31, 2023. This compares with $0.1 million from the equivalent year ago period. The Emerging Market segment has a backlog of approximately $1.8 million that will be recognized during fiscal year 2024.

 

Balance Sheet and Liquidity

For the three-month period ended December 31, 2023, the Company generated $2.7 million in cash and cash equivalents from operating activities. The Company used $2.7 million of cash from investing activities that included $2.6 million invested in rental equipment and $0.8 million invested in property, plant and equipment, partially offset by $.6 million in proceeds from the sale of rental equipment. As of December 31, 2023, the Company had $34.0 million in cash, cash equivalents and short-term investments, and maintained an additional borrowing availability of $14.9 million under its bank credit agreement with no borrowings outstanding. The Company additionally owns unencumbered property and real estate in both domestic and international locations. In fiscal year 2024, management anticipates a capital expenditure budget of $7.0 million including $5.0 million earmarked for additions to its rental equipment. 

 

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Conference Call Information

The Company will host a conference call to review its first quarter fiscal year 2024 financial results on February 8, 2024, at 10:00 a.m. Eastern Time (9:00 a.m. Central Time). Participants can access the call at (800) 267-6316 (US) or (203) 518-9814 (International). Please reference the conference ID: GEOSQ124 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.

 

 

# # #

 

 

 

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GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(unaudited)

 

   

Three Months Ended

 
   

December 31, 2023

   

December 31, 2022

 

Revenue:

               

Products

  $ 43,714     $ 19,548  

Rental

    6,318       11,561  

Total revenue

    50,032       31,109  

Cost of revenue:

               

Products

    23,842       15,365  

Rental

    3,954       5,210  

Total cost of revenue

    27,796       20,575  
                 

Gross profit

    22,236       10,534  
                 

Operating expenses:

               

Selling, general and administrative

    5,826       6,435  

Research and development

    3,602       4,258  

Provision for credit losses

    (29 )     120  

Total operating expenses

    9,399       10,813  
                 

Income (loss) from operations

    12,837       (279 )
                 

Other income (expense):

               

Interest expense

    (56 )     (39 )

Interest income

    235       156  

Foreign currency transaction gains (losses), net

    (163 )     107  

Other, net

    (74 )     (12 )

Total other income (expense), net

    (58 )     212  
                 

Income (loss) before income taxes

    12,779       (67 )

Income tax expense

    100       30  

Net income (loss)

  $ 12,679     $ (97 )
                 

Income (loss) per common share:

               

Basic

  $ 0.96     $ (0.01 )

Diluted

  $ 0.94     $ (0.01 )
                 

Weighted average common shares outstanding:

               

Basic

    13,251,360       13,067,991  

Diluted

    13,460,516       13,067,991  

 

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GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands except share amounts)

(unaudited)

 

   

December 31, 2023

   

September 30, 2023

 

ASSETS

               

Current assets:

               

Cash and cash equivalents

  $ 18,907     $ 18,803  

Short-term investments

    15,051       14,921  

Trade accounts and note receivable, net

    41,969       21,373  

Inventories, net

    21,839       18,430  

Prepaid expenses and other current assets

    2,227       2,251  

Total current assets

    99,993       75,778  
                 

Non-current inventories, net

    24,888       24,888  

Rental equipment, net

    15,242       21,587  

Property, plant and equipment, net

    24,083       24,048  

Non-current trade accounts receivable

    1,510        

Operating right-of-use assets

    653       714  

Goodwill

    736       736  

Other intangible assets, net

    4,696       4,805  

Other non-current assets

    438       486  

Total assets

  $ 167,383     $ 153,042  
                 

LIABILITIES AND STOCKHOLDERS EQUITY

               

Current liabilities:

               

Accounts payable trade

  $ 6,190     $ 6,659  

Operating lease liabilities

    261       257  

Other current liabilities

    14,161       12,882  

Total current liabilities

    20,612       19,798  
                 

Non-current operating lease liabilities

    439       512  

Deferred tax liabilities, net

    25       16  

Total liabilities

    21,076       20,326  
                 

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; 14,159,082 and 14,030,481 shares issued, respectively; and 13,317,090 and 13,188,489 shares outstanding, respectively

    142       140  

Additional paid-in capital

    96,444       96,040  

Retained earnings

    74,539       61,860  

Accumulated other comprehensive loss

    (17,318 )     (17,824 )

Treasury stock, at cost, 841,992 shares

    (7,500 )     (7,500 )

Total stockholders’ equity

    146,307       132,716  

Total liabilities and stockholders’ equity

  $ 167,383     $ 153,042  

 

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GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

   

Three Months Ended

 
   

December 31, 2023

   

December 31, 2022

 

Cash flows from operating activities:

               

Net income (loss)

  $ 12,679     $ (97 )

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

               

Deferred income tax expense (benefit)

    8       (6 )

Rental equipment depreciation

    3,313       3,247  

Property, plant and equipment depreciation

    822       1,017  

Amortization of intangible assets

    109       238  

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

    (115 )     5  

Stock-based compensation expense

    406       370  

Provision for credit losses

    (29 )     120  

Inventory obsolescence expense

    20       1,380  

Gross profit from sale of rental equipment

    (19,350 )     (3,092 )

Gain on disposal of property, plant and equipment

          (47 )

Effects of changes in operating assets and liabilities:

               

Trade accounts and note receivable

    8,001       (6,846 )

Inventories

    (4,059 )     (5,188 )

Other assets

    179       886  

Accounts payable trade

    (478 )     1,924  

Other liabilities

    1,146       1,225  

Net cash provided by (used in) operating activities

    2,652       (4,864 )
                 

Cash flows from investing activities:

               

Purchase of property, plant and equipment

    (779 )     (265 )

Proceeds from the sale of property, plant and equipment

          47  

Investment in rental equipment

    (2,558 )     (162 )

Proceeds from the sale of rental equipment

    597       622  

Net cash provided by (used in) investing activities

    (2,740 )     242  
                 

Cash flows from financing activities:

               

Payments on contingent consideration

          (175 )

Net cash used in financing activities

          (175 )
                 

Effect of exchange rate changes on cash

    192       43  

Increase (decrease) in cash and cash equivalents

    104       (4,754 )

Cash and cash equivalents, beginning of fiscal year

    18,803       16,109  

Cash and cash equivalents, end of fiscal period

  $ 18,907     $ 11,355  
                 

SUPPLEMENTAL CASH FLOW INFORMATION:

               

Accounts receivable related to the sale of rental equipment

  $ 30,048     $ 4,505  

Inventory transferred to rental equipment

    593       7  

 

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GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

SUMMARY OF SEGMENT REVENUE AND OPERATING INCOME (LOSS)

(in thousands)

(unaudited)

 

   

Three Months Ended

 
   

December 31, 2023

   

December 31, 2022

 

Oil and Gas Markets segment revenue:

               

Traditional seismic exploration product revenue

  $ 1,763     $ 2,755  

Wireless seismic exploration product revenue

    38,073       17,238  

Reservoir product revenue

    73       155  
      39,909       20,148  
                 

Adjacent Markets segment revenue:

               

Industrial product revenue

    6,443       7,930  

Imaging product revenue

    3,372       2,892  
      9,815       10,822  

Emerging Markets segment revenue:

               

Border and perimeter security product revenue

    234       93  
                 

Corporate

    74       46  

Total revenue

  $ 50,032     $ 31,109  

 

 

 

   

Three Months Ended

 
   

December 31, 2023

   

December 31, 2022

 

Operating income (loss):

               

Oil and Gas Markets segment

  $ 14,563     $ 2,406  

Adjacent Markets segment

    2,034       1,747  

Emerging Markets segment

    (625 )     (1,213 )

Corporate

    (3,135 )     (3,219 )

Total operating income (loss)

  $ 12,837     $ (279 )

 

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v3.24.0.1
Document And Entity Information
Feb. 07, 2024
Document Information [Line Items]  
Entity, Registrant Name GEOSPACE TECHNOLOGIES CORPORATION
Document, Type 8-K
Document, Period End Date Feb. 07, 2024
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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