Form 8-K - Current report

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

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FORM 8-K

 

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CURRENT REPORT

 

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

 

Date of Report (Date of earliest event reported): November 21, 2024 

 

GEOSPACE TECHNOLOGIES CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

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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)

 

Registrant’s Telephone Number, Including Area Code: [phone]

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

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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. ☐

 

 

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Item 2.02. Results of Operations and Financial Condition

 

On November 21, 2024, Geospace Technologies Corporation issued a press release regarding its operating results for its fourth quarter and 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.

 

Item 9.01. Financial Statements and Exhibits

 

Exhibit 99.1 Press Release dated November 21, 2024.

 

Exhibit 104 Cover Page Interactive Data (embedded within the Inline XBRL document).         

 

 

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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: November 21, 2024
	By: /s/ Robert L. Curda
	Robert L. Curda
	Vice President, Chief Financial Officer & Secretary

 

 

Exhibit 99.1

 

 

 

NEWS RELEASE

 

 

GEOSPACE TECHNOLOGIES REPORTS FOURTH QUARTER

AND FISCAL YEAR 2024 RESULTS

 

Company’s Hydroconn Smart Water Connector Cable Reports Record Setting Year

 

Houston, Texas – November 21, 2024 – Geospace Technologies Corporation (NASDAQ: GEOS) (“the “Company") today announced a net loss of $6.6 million after fourth quarter non-cash charges of $17.3 million on revenue of $135.6 million, for its fiscal year ended September 30, 2024. This compares with net income of $12.2 million on revenue of $124.5 million for the comparable year-ago period. Excluding the non-cash charges, fiscal year 2024 adjusted net income is $10.7 million. This compares with adjusted net income of $12.2 million for the comparable year-ago period.

 

For the fourth quarter ended September 30, 2024, the Company reported a net loss of $12.9 on revenue of $35.4 million. This compares with net income of $4.4 million on revenue of $29.3 million for the comparable year-ago period. Excluding the non-cash charges, adjusted net income is $4.4 million for the fourth quarter ended September 30, 2024. This compares with adjusted net income of $4.4 million for the comparable year-ago period.

 

During fourth quarter ended September 30, 2024, the Company recorded a non-cash charge of $14.5 million from the divestiture of its Russian legal entity and a $2.8 million charge from an impairment of intangible assets. The divestiture of the Russian legal entity has virtually no effect on the Company’s net assets as most of the charge came from cumulative unrealized foreign currency translation losses previously recorded within shareholders’ equity.

 

Management’s Comments

Richard J. (“Rich”) Kelley, President and CEO of the Company said, “We started the fourth quarter of fiscal year 2024 strongly with significant contributions from our Oil and Gas Markets segment with more than $20 million in sales and rental announcements for our OBX seabed nodes in August. This followed a trend for the fiscal year of multi-million-dollar contracts for this product line and contributed to an overall increase in revenue from the prior fiscal year.

 

In our Adjacent Markets segment, we enjoyed a record-setting year for our Hydroconn® line of smart water meter cables. The market continues to recognize our leading technology and resulting growth outpaces the industry. We also had our first successful international sale of our Aquana products. The Aquana product line generates further traction in smart water markets, for both municipal and multi-family residential applications. We believe that our focus on Smart Water going forward will continue to drive growth for the organization.

 

 

 

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While the financials indicate a net loss for the year due to two non-cash charges, we are pleased to have 24-months of consecutive adjusted net income, indicating our core business remains profitable. While examining the increasing conflict in Ukraine and potential complications with Russian sanctioned entities, management and the board of directors determined the most prudent action would be to divest of our Russian entity. This divestment resulted in a loss which had minimal effect on the value of the net assets of the Company. Additionally, our fiscal year financial reporting reflects another one-time charge related to a non-cash intangible asset impairment related to our subsidiary, Quantum Technology Sciences.

 

This announcement will be the last time we will report earnings with these business segments of Oil and Gas Markets, Adjacent Markets and Emerging Markets. Beginning with our release in early February, we will provide financial information using our three new business segments announced in September – Smart Water, Energy Solutions, and Intelligent Industrial.

 

Other highlights of note this year included the Company’s addition in the Russell stock indexes, the Russell 2000®, Russell 3000®, and Russell Micro-Cap® Index.

 

Lastly, we would like to thank Rick Wheeler, our outgoing CEO. Rick dedicated almost 30 years to Geospace, leading the company through successful and tumultuous times in the industry. His guidance and foresight provided stability and opportunities for growth through diversification. His management and leadership allowed Geospace to remain a strong presence in the seismic equipment market while taking advantage of their Engineering and manufacturing capabilities to explore new opportunities in adjacent markets. Rick will remain as a member of the board of directors and we wish him all the best in his retirement.”

 

Oil and Gas Markets Segment

Revenue from the Company’s Oil and Gas Markets segment totaled $17.5 million for the three months ended September 30, 2024. This compares to $17.8 million in revenue for the same period a year ago. For the fiscal year, revenue from this segment totaled $77.5 million versus $74.0 million for the same prior year period for an increase of 5%. The insignificant decrease for the three-month period is due to increased sales of our OBX nodal products from our rental fleet offset by lower utilization of our ocean bottom node rental fleet. The twelve-month increase in revenue is due to increased sales of ocean bottom nodal products like the Mariner and from our rental fleet, offset by lower utilization of our ocean bottom node rental fleet and lower demand for seismic sensors and marine products.

 

 

 

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Adjacent Markets Segment

For the 3-month period ended September 30, 2024, revenue from the Company’s Adjacent Markets segment totaled $17.6 million for an increase of 65% when compared to $10.6 million from the same prior year period. Revenue from the twelve-month period was $55.6 million an increase of 13%, when compared to revenue from the same prior year period of $49 million. The increase for the three-month period is due to strong sales of Hydroconn®, the Company’s smart water meter cable and connector products and initial sales from the Aquana product line. The increase in the 12-months period is the result of increased sales of the Company’s smart water meter cable and connector products. The fourth quarter of fiscal year 2024 was the highest level of quarterly revenue for Hydroconn® as well as fiscal year 2024 produced the highest annual revenue for the product line.

 

Emerging Markets Segment

The Company’s Emerging Markets segment generated revenue of $0.2 million and $2.2 million for the three-month and full year periods ended September 30, 2024. This compares with $0.8 million and $1.2 million for the similar three- and twelve-month periods of the previous year.

 

Conference Call Information

Geospace Technologies will host a conference call to review its fourth quarter and fiscal year 2024 financial results on November 22, 2024, at 10:00 a.m. Eastern Time (9 a.m. Central). Participants can access the call at [phone] (US) or [phone] (International). Please reference the conference ID: GEOSQ424 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 our 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 450 employees across the world are dedicated to engineering and technical quality. Geospace is traded on the U.S. NASDAQ stock exchange under the ticker symbol GEOS and has been added to the Russell 2000®, Russell 3000®, and Russell Micro-cap®. For more information, visit www.geospace.com.

 

Media Contact: Caroline Kempf, [e-mail], 321.341.9305

 

 

 

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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 and decreases in commodity price levels which could reduce demand for our products, the failure of our products to achieve market acceptance (despite substantial investment by us) our sensitivity to short term backlog, delayed or cancelled customer orders, product obsolescence resulting from poor industry conditions or new technologies, bad debt write-offs associated with customer accounts, inability to collect on promissory notes, lack of further orders for our OBX rental equipment, failure of our Quantum products to be adopted by the border and 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 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								Year Ended
		September 30, 2024				September 30, 2023				September 30, 2024				September 30, 2023
Revenue:
Products		$	32,602			$	16,357			$	116,036			$	73,333
Rental			2,836				12,958				19,562				51,176
Total revenue			35,438				29,315				135,598				124,509
Cost of revenue:
Products			16,302				12,053				69,318				55,136
Rental			3,206				3,034				13,707				17,683
Total cost of revenue			19,508				15,087				83,025				72,819
Gross profit			15,930				14,228				52,573				51,690
Operating expenses:
Selling, general and administrative			7,241				6,475				26,554				25,952
Research and development			4,775				3,766				16,251				15,863
Other intangible asset impairment			2,761				—				2,761				—
Provision for (recovery of) credit losses			(26	)			(97	)			(110	)			(138	)
Total operating expenses			14,751				10,144				45,456				41,677
Gain on disposal of property			—				—				—				1,315
Income from operations			1,179				4,084				7,117				11,328
Other income (expense):
Loss on sale of subsidiary			(14,539	)			—				(14,539	)			—
Interest expense			(43	)			(34	)			(187	)			(134	)
Interest income			604				168				1,558				539
Foreign currency transaction gains (losses), net			(17	)			401				(270	)			994
Other, net			(39	)			(86	)			(143	)			(158	)
Total other income (expense), net			(14,034	)			449				(13,581	)			1,241
Income (loss) before income taxes			(12,855	)			4,533				(6,464	)			12,569
Income tax expense			5				95				114				363
Net income (loss)		$	(12,860	)		$	4,438			$	(6,578	)		$	12,206
Income (loss) per common share:
Basic		$	(1.00	)		$	0.34			$	(0.50	)		$	0.93
Diluted		$	(1.00	)		$	0.33			$	(0.50	)		$	0.92
Weighted average common shares outstanding:
Basic			12,797,653				13,188,489				13,151,600				13,146,085
Diluted			12,797,653				13,399,442				13,151,600				13,215,066

 

 

 

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GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

(unaudited)

 

		AS OF SEPTEMBER 30,
		2024				2023
ASSETS
Current assets:
Cash and cash equivalents		$	6,895			$	18,803
Short-term investments			30,227				14,921
Trade accounts and notes receivable, net			21,868				21,373
Inventories, net			26,222				18,430
Assets held for sale			1,841				—
Prepaid expenses and other current assets			2,313				2,251
Total current assets			89,366				75,778
Non-current inventories, net			18,031				24,888
Rental equipment, net			14,186				21,587
Property, plant and equipment, net			21,083				24,048
Non-current trade accounts and note receivable, net			6,375				—
Operating right-of-use assets			464				714
Goodwill			736				736
Other intangible assets, net			1,649				4,805
Other non-current assets			304				486
Total assets		$	152,194			$	153,042
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable trade		$	8,003			$	6,659
Operating lease liabilities			173				257
Other current liabilities			9,021				12,882
Total current liabilities			17,197				19,798
Non-current operating lease liabilities			339				512
Deferred tax liabilities, net			34				16
Total liabilities			17,570				20,326
Commitments and contingencies
Stockholders’ equity:
Preferred stock, 1,000,000 shares authorized, no shares issued and outstanding			—				—
Common stock, $.01 par value, 20,000,000 shares authorized, 14,206,082 and 14,030,481 shares issued, respectively; and 12,709,381 and 13,188,489 shares outstanding, respectively			142				140
Additional paid-in capital			97,342				96,040
Retained earnings			55,282				61,860
Accumulated other comprehensive loss			(4,257	)			(17,824	)
Treasury stock, at cost, 1,496,701 shares and 841,992 shares, respectively			(13,885	)			(7,500	)
Total stockholders’ equity			134,624				132,716
Total liabilities and stockholders’ equity		$	152,194			$	153,042

 

 

 

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GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

		YEAR ENDED SEPTEMBER 30,
		2024				2023
Cash flows from operating activities:
Net income (loss)		$	(6,578	)		$	12,206
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Deferred income tax expense			18				3
Rental equipment depreciation			10,859				11,766
Property, plant and equipment depreciation			3,512				3,704
Amortization of intangible assets			395				768
Intangible assets impairment expense			2,761				—
Accretion of discounts on short-term investments			(566	)			(144	)
Stock-based compensation expense			1,304				1,374
Provision for (recovery of) credit losses			(110	)			(138	)
Inventory obsolescence expense			589				2,229
Loss on sale of subsidiary			14,539				—
Realized foreign currency translation gain from dissolution of foreign subsidiary			—				38
Gross profit from sale of rental equipment			(30,998	)			(4,424	)
Loss on disposal of equipment			16				244
Gain on disposal of property			—				(1,315	)
Effects of changes in operating assets and liabilities:
Trade accounts and notes receivable			6,593				(5,561	)
Inventories			(10,985	)			(11,026	)
Other assets			(199	)			442
Accounts payable trade			2,746				41
Other liabilities			(2,979	)			5,351
Net cash provided by (used in) operating activities			(9,083	)			15,558
Cash flows from investing activities:
Purchase of property, plant and equipment			(3,857	)			(3,964	)
Investment in rental equipment			(8,321	)			(9,920	)
Proceeds from the sale of property, plant and equipment			9				4,406
Proceeds from the sale of rental equipment			31,964				11,478
Purchase of short-term investments			(32,078	)			(24,782	)
Proceeds from the sale of short-term investments			17,338				10,900
Cash disposed from sale of subsidiary			(1,231	)			—
Net cash provided by (used in) investing activities			3,824				(11,882	)
Cash flows from financing activities:
Payments of contingent consideration			—				(175	)
Debt issuance costs			—				(350	)
Purchase of treasury stock			(6,385	)			—
Net cash used in financing activities			(6,385	)			(525	)
Effect of exchange rate changes on cash			(264	)			(457	)
Increase (decrease) in cash and cash equivalents			(11,908	)			2,694
Cash and cash equivalents, beginning of fiscal year			18,803				16,109
Cash and cash equivalents, end of fiscal year		$	6,895			$	18,803

 

 

 

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GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

SUMMARY OF SEGMENT REVENUE AND OPERATING INCOME (LOSS)

(in thousands)

(unaudited)

 

		Three Months Ended								Year Ended
		September 30, 2024				September 30, 2023				September 30, 2024				September 30, 2023
Oil and Gas Markets segment revenue:
Traditional seismic exploration product revenue		$	2,496			$	2,674			$	9,812			$	12,183
Wireless seismic exploration product revenue			14,768				14,928				67,059				60,848
Reservoir product revenue			261				152				584				962
			17,525				17,754				77,455				73,993
Adjacent Markets segment revenue:
Industrial product revenue			14,568				7,609				43,060				36,859
Imaging product revenue			3,037				3,038				12,565				12,180
			17,605				10,647				55,625				49,039
Emerging Markets segment revenue:
Border and perimeter security product revenue			235				841				2,222				1,234
Corporate			73				73				296				243
Total revenue		$	35,438			$	29,315			$	135,598			$	124,509

 

 

 

		Three Months Ended								Year Ended
		September 30, 2024				September 30, 2023				September 30, 2024				September 30, 2023
Operating income (loss):
Oil and Gas Markets segment		$	4,008			$	5,939			$	13,134			$	15,759
Adjacent Markets segment			4,661				2,342				14,152				11,490
Emerging Markets segment			(3,769	)			(736	)			(6,193	)			(4,003	)
Corporate			(3,721	)			(3,461	)			(13,976	)			(11,918	)
Total operating income		$	1,179			$	4,084			$	7,117			$	11,328

 

 

 

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GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

NON-GAAP MEASURES

(in thousands)

 

 

		Three Months Ended								Year Ended
		September 30, 2024				September 30, 2023				September 30, 2024				September 30, 2023
Net income (loss)		$	(12,860	)		$	4,438			$	(6,578	)		$	12,206
Adjustments:
Loss on sale of subsidiary			14,539				—				14,539				—
Intangible assets impairment expense			2,761				—				2,761				—
Total adjustments			17,300				—				17,300				—
Adjusted net income		$	4,440			$	4,438			$	10,722			$	12,206

 

 

 

Document And Entity Information	Nov. 21, 2024
Document Information [Line Items]
Entity, Registrant Name	GEOSPACE TECHNOLOGIES CORPORATION
Document, Type	8-K
Document, Period End Date	Nov. 21, 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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