GEOSPACE TECHNOLOGIES CORP

CONSOLIDATED BALANCE SHEETS

(in thousands except share amounts)

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’** EQUITY**

FOR THEsix months ended March 31, 2025 and 2024

(in thousands, except share amounts)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

1. Significant Accounting Policies

Basis of Presentation

The consolidated balance sheet of Geospace Technologies Corporation and its subsidiaries (the “Company”) at* September 30, 2024*, was derived from the Company’s audited consolidated financial statements at that date. The consolidated balance sheet at* March 31, 2025* and the consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for thethree andsix months ended* March 31, 2025and2024* were prepared by the Company without audit. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary to present fairly the consolidated financial position, results of operations and cash flows were made. All significant intercompany balances and transactions have been eliminated. The results of operations for thethree andsix months ended* March 31, 2025*, arenot necessarily indicative of the operating results for a full year or of future operations.

Certain information and footnote disclosures normally included in financial statements presented in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") were omitted pursuant to the rules of the Securities and Exchange Commission. The accompanying consolidated financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form10-K for the Company’s fiscal year ended* September 30, 2024*.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the use of estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company considers many factors in selecting appropriate operational and financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. The Company continually evaluates its estimates, including those related to revenue recognition, credit loss, collectability of rental revenue, inventory obsolescence reserves, self-insurance reserves, product warranty reserves, useful lives of long-lived assets, impairment of long-lived assets, impairment of goodwill and other intangible assets and deferred income tax assets. The Company bases its estimates on historical experience and various other factors that are believed to be reasonable under the circumstances. While management believes current estimates are reasonable and appropriate, actual results* may*differ from these estimates under different conditions or assumptions.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original or remaining maturity at the time of purchase ofthree months or less to be cash equivalents. At* March 31, 2025* and* September 30, 2024,*cash and cash equivalents included $0.7 million and $1.1 million, respectively, held by the Company’s foreign subsidiaries and branch offices.

Concentration of Credit Risk

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* maybe extended to 60 days or longer. The Company performs ongoing credit evaluations of its customers and generally doesnot* 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* mayrequire collateral. Allowances are recognized immediately for expected credit losses. The Company determines the allowance for credit losses through a review of several factors, including historical collection experience, customer credit worthiness, current aging of customer accounts and financial conditions of its customers. Receivables are charged off against the allowance whenever it is probable that the balance willnot* be recoverable.

The Company had trade accounts and financing receivables fromtwo customers of $17.2 million and $9.7 million, respectively at* March 31, 2025*. The Company recognized revenue from these customers of $0.8 million and $33,000, respectively, for thethree months ended* March 31, 2025,and $19.5 million and $75,000, respectively, for thesix* months ended* March 31, 2025.The Company recognized revenue from these customers of $2.3 million and $3.2, respectively, for thethree* months ended* March 31, 2024,and $33.7 million and $6.7 million, respectively, for thesix* months ended* March, 31, 2024,*respectively.

Impairment of Long-lived Assets

The Company's long-lived assets are reviewed for impairment whenever an event or circumstance indicates that the carrying amount of an asset or group of assets* maynot* be recoverable. The impairment review, if necessary, includes a comparison of the 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. During the quarter ended* March 31, 2025*,no events or changes in circumstances were identified indicating the carrying value of any of the Company's asset groups* maynot* be recoverable.

Recently Issued Accounting Pronouncements

In* November 2023,the FASB issued guidance which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023,and for interim periods within fiscal years beginning after December 15, 2024.*Early adoption is permitted. The guidance shall be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the provisions of this guidance and the impact on its consolidated financial statements.

In* December 2023,the FASB issued guidance improvements on income tax disclosure which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. The guidance will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. The Company will adopt this guidance in itsfourth* quarter of fiscal year2026. The guidance allows for adoption using either a prospective or retrospective transition method. The adoption of this guidance isnot expected to have any material impact on its consolidation financial statements.

In* November 2024,the FASB, as further amended in January 2025,issued guidance requiring enhanced disclosures in financial statements by requiring detailed disclosures of specific expenses like inventory purchases, employee compensation, depreciation, and intangible asset amortization. The guidance is effective for fiscal years beginning after December 15, 2026,and interim periods within fiscal years beginning after December 15, 2027.*Early adoption is permitted. The Company is currently evaluating the provisions of this guidance and the impact on its consolidated financial statements.

All other new accounting pronouncements that have been issued, butnot yet effective, are currently being evaluated and at this time arenot expected to have a material impact on the Company's financial position or results of operations.

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2. Revenue Recognition

In accordance with ASC Topic606, Revenue from Contracts with Customers (“ASC606”), the Company recognizes revenue when performance of contractual obligations are satisfied, generally when control of the promised goods or services is transferred to its customers, in an amount that reflects the consideration it expects to be entitled to in exchange for those goods or services.

The Company primarily derives product revenue from the sale of its manufactured products. Revenue from these product sales, including the sale of used rental equipment, is recognized when obligations under the terms of a contract are satisfied, control is transferred and collectability of the sales price is probable. The Company records deferred revenue when customer funds are received prior to shipment or delivery or performance hasnot yet occurred. The Company assesses collectability during the contract assessment phase. In situations where collectability of the sales price isnot probable, the Company recognizes revenue when it determines that collectability is probable or when non-refundable cash is received from its customers and there isnot 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 donot 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.

As permissible under ASC606, sales taxes and transaction-based taxes are excluded from revenue. The Company doesnot disclose the value of unsatisfied performance obligations for contracts with an original expected duration ofone year or less. Additionally, the Company expenses costs incurred to obtain contracts when incurred because the amortization period would have beenone 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 andnot as a promised service. Accordingly, fulfillment costs related to the shipping and handling of goods are accrued at the time of shipment. Amounts billed to a customer in a sales transaction related to reimbursable shipping and handling costs are included in revenue and the associated costs incurred by the Company for reimbursable shipping and handling expenses are reported in cost of revenue.

The Company also generates revenue from short-term rentals under operating leases of its manufactured products. Rentals of the Company’s equipment generally range from daily rentals to minimum rental periods of up toone year. Rental revenue is recognized within the scope of ASC842, Leases ("ASC842"). 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. In accordance with ASC842, rental revenue is recognized as earned over the rental period if collectability of the rent is reasonably assured. When collectability of amounts areno longer probable the Company records a direct write-off of the rent receivable to rental revenue and limits future rental revenue recognition to cash received. During thesecond quarter of fiscal year2025, the Company determined the collectibility of receivables from a rental customer was less than probable. As a result of this determination, the rent receivable balance due from this customer of $2.2 million was reversed against rental revenue. As a result of reversal, the Company's consolidated rental revenue for thethree ended* March 31, 2025*was in a negative position ($0.7 million). Any future cash received from this customer will be recognized as rental revenue.

At* March 31, 2025* and* September 30, 2024*, the Company hadno deferred contract liabilities. At* March 31, 2025* and* September 30, 2024*, the Company had deferred contract costs of $0.2 million, and zero, respectively. During thethree andsix months ended* March 31, 2025*, no revenue was recognized from deferred contract liabilities andno cost of revenue was recognized from deferred contract costs. For each of thethree andsix months ended* March 31, 2024*, revenue of $1.0 million was recognized from deferred contract liabilities. During thethree andsix months ended* March 31, 2024*, no cost of revenue was recorded from deferred contract costs. At* March 31, 2025*, all contracts had an original expected duration ofone year or less. At* March 31, 2025and October 1, 2024,the Company had accounts receivable from contracts with customers of $13.2 million and $12.6 million, respectively. At March 31, 2024and October 1, 2023,*the Company had accounts receivable from contracts with customers of $12.5 million and $11.1 million, respectively. Accounts receivable from contracts with customers excludes accounts receivable from rental contracts.

For thethree andsix months ended* March 31, 2025*, no revenue recognized from contracts with customers satisfied over-time. For each of thethree andsix months ended* March 31, 2024*, revenue from contracts with customers satisfied over-time was $1.0 million, which was from the Company's Intelligent Industrial segment. All other revenue from contracts with customers was recognized at a point-in time. For each of the Company’s operating segments, the following table presents revenue (in thousands) only from the sale of products and the performance of services under contracts with customers. Therefore, the table excludes all revenue earned from rental contracts.

See Note12 for more information on the Company’s operating business segments.

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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:

Revenue is attributable to countries based on the ultimate destination of the product sold, if known. If the ultimate destination isnot known, revenue is attributable to countries based on the geographic location of the initial shipment.

3. 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 income (loss) in stockholders’ equity.

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

The Company hadno securities in a material unrealized loss position at* March 31, 2025* and* September 30, 2024* and doesnot believe the unrealized losses associated with these securities represent credit losses based on the evaluation of evidence, which includes an assessment of whether it is more likely thannot it will be required to sell or intend to sell the investment before recovery of the investments amortized cost basis. During each of thethree andsix months ended* March 31, 2025*, a gain of $9,000 and $10,000, respectively, was realized from the sale of short-term investments. No gains or losses were recognized during thethree andsix months ended* March 31, 2024* from the sale of short-term investments.

4. Fair Value of Financial Instruments

The Company’s financial instruments generally include cash and cash equivalents, short-term investments, trade accounts and financing receivables and accounts payable. Due to the short-term maturities of cash and cash equivalents, trade accounts receivable and accounts payable, the carrying amounts of these financial instruments are deemed to approximate their fair value on the respective balance sheet dates. The Company measures its short-term investments at fair value on a recurring basis.

The following tables present the fair value of the Company’s short-term investments, note receivable on sale of subsidiary and Emerging Markets asset group intangible assets by valuation hierarchy and input (in thousands):

Assets and liabilities Measured on a Nonrecurring basis

In* August 2024,the Company performed a fair value analysis on its $3.5 million promissory note obtained in connection with its subsidiary sale as of the transaction date. The measurements utilized to determine the implied fair value of the note receivable obtained significant unobservable inputs (Level3*). The derivation of discount rate utilized in the analysis was based on comparable market yields. Based on the analysis, the Company recorded a $0.9 million discount to fair value on this note receivable. Also see Note5 for more information.

At* September 30, 2024,the Company performed a recoverability assessment on its long-lived assets of its Emerging Markets asset group in which its carrying value was compared to the estimated undiscounted cash flows over the remaining useful life of the asset group's primarily asset, its developed technology. Accordingly, a fair value analysis was performed. Based on the assessment, the Company determined the fair value of the asset was less than its carrying value and recorded an impairment charge of $2.8 million on this asset group, which impaired its intangible assets in their entirety. The Company determined the fair value of this asset group to be approximately zero. The measurements utilized to determine the implied fair value represented significant unobservable inputs (Level3*).

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5. Trade Accounts and Financing Receivables

Trade accounts receivable, net, reflected in the following table (in thousands):

The Company determines the allowance for credit losses through a review of several factors, including historical collection experience, customer credit worthiness, current aging of customer accounts and current financial conditions of its customers. Trade accounts receivable balances are charged off against the allowance whenever it is probable that the receivable balance willnot be recoverable.

Allowance for credit losses related to trade accounts receivable are reflected in the following table (in thousands):

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

In* November 2024,the Company entered into a sales-type lease with a customer on wireless seismic equipment from its rental fleet. The lease matures in October 2025.During thethree* andsix months ended* March 31, 2025* interest income of $0.2 million and $0.3 million, respectively, was recognized on the lease. The ownership of the equipment will transfer to the customer at the end of the lease term.

In* August 2024,the Company entered into a $9.4 million promissory note with a customer related to a product sale. The note bears interest at 9.5% per annum. Pursuant to an amendment in thefirst* quarter of fiscal year2025, the maturity of the note was extended from* December 2025to June 2026.*The note bears interest at 9.5% per annum. The note is collateralized by the product sold.

In* August 2024,*the Company entered into a $3.5 million promissory note with the buyer of its Russian subsidiary. The note bears interest at 5% per annum and is for a 10-year term. Principal and interest payments of $37,000 are due monthly. Based on a fair value analysis performed at the date of sale, a discount to fair value of $0.9 million was placed on the note. Interest income on the amortization of the discount is recognized under the effective interest method.

Credit quality indicators used for the financing receivables consisted of historical collection experience, internal credit risk grades and collateral. The Company determined the allowance for credit losses through a review of several factors, including historical collection experience, customer credit worthiness, current aging of customer accounts and current financial conditions of its customers.

6. Inventories

Inventories consist of the following (in thousands):

Inventory obsolescence expense for thethree andsix months ended* March 31, 2025*, was $0.4 million and $0.9 million, respectively. Inventory obsolescence expense for each of thethree andsix months ended* March 31, 2024*, was $0.1 million. Raw materials include semi-finished goods and component parts that totaled approximately $10.9 million and $8.6 million at* March 31, 2025* and* September 30, 2024*, respectively.

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7. Rental Equipment

The Company leases equipment to customers which generally range from daily rentals to minimum rental periods of up toone year. All of the Company’s current leasing arrangements for which the Company acts as lessor, are classified as operating leases, except forone sales-type lease. The majority of the Company’s rental revenue is generated from its marine-based wireless seismic data acquisition systems.

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 areno longer probable and concurrently records a direct write-off of the lease receivable to rental revenue and limits future rental revenue recognition to cash received. Also see Note2.

As of* March 31, 2025*, the Company’s trade accounts receivable included lease receivables of $0.8 million.

Future minimum lease obligations due from the Company’s leasing customers on operating leases executed as of* March 31, 2025*, were $1.2 million, all of which is expected to be due within the next12 months.

Rental equipment consisted of the following (in thousands):

8. Long-Term Debt

On* July 26, 2023,the Company entered into a credit agreement (“the Agreement”) with Woodforest National Bank, as sole lender. The Agreement refinanced the Company's credit agreement dated May 6, 2022,with Amerisource Funding, Inc., as administrative agent and as a lender, and Woodforest National Bank, as a lender. The Agreement provides a revolving credit facility with a maximum availability of $15 million. Availability under the Agreement is determined based upon a borrowing base comprised of certain of the Company’s domestic assets which include (i)80% of eligible accounts, plus (ii)90% of eligible foreign insured accounts, plus (iii)25% of eligible inventory plus (iv)50% of the orderly liquidation value of eligible equipment, in each case subject to certain limitations and adjustments. Interest shall accrue on outstanding borrowings at a rate equal to Term SOFR (Secured Overnight Financing Rate) plus a margin equal to 3.25% per annum (7.66% at March 31, 2025*). The Company is required to make monthly interest payments on borrowed funds. The Agreement is secured by substantially all of the Company's assets, except for certain excluded property. The Agreement requires the Company to maintain a minimum (i) consolidated tangible net worth of $100 million, (ii) liquidity of $5 million, and (iii) current rationo less than 2.00 to1.00, in each case tested quarterly. The Agreement also requires the Company to maintain a springing minimum interest coverage ratio of 1.50 to1.00, tested quarterly whenever there is an outstanding balance on the revolving credit facility. The Agreement expires in* July 2025.At March 31, 2025*, the Company's borrowing availability under the Agreement was $14.9 million after consideration of a $0.1 million outstanding letter of credit. At* March 31, 2025*, the Company was in compliance with all covenants under the Agreement. The Company hadno borrowings outstanding under the Agreement at* March 31, 2025*, and* September 30, 2024*. The Company has begun negotiations with Woodforest for a maturity extension on the Agreement.

9. Stock-Based Compensation

During thesix months ended* March 31, 2025*, the Company issued 191,700 restricted stock units (“RSUs”) under its2014 Long Term Incentive Plan, as amended. The RSUs issued include both time-based and performance-based vesting provisions. The weighted average grant date fair value of each RSU was $12.18 per unit. The grant date fair value of the RSUs was $2.3 million, which will be charged to expense over the next four years as the restrictions lapse. Compensation expense for the RSUs was determined based on the closing market price of the Company’s stock on the date of grant applied to the total number of units that are anticipated to fully vest. Each RSU represents a contingent right to receiveone share of the Company’s common stock upon vesting. As of* March 31, 2025*, there were 354,965 RSUs outstanding.

For thethree andsix months ended* March 31, 2025*, stock-based compensation expense was $0.5 million and $0.9 million, respectively. For thethree andsix months ended* March 31, 2024*, stock-based compensation expense was $0.4 million and $0.8 million, respectively. As of* March 31, 2025*, the Company had unrecognized compensation expense of $2.8 million relating to RSUs that is expected to be recognized over the next four years.

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10. Earnings (Loss) Per Common Share

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

For the calculation of diluted earnings per share for each of thethree andsix months ended* March 31, 2025*, there were 354,965 non-vested RSUs, respectively, excluded from the calculation of weighted average shares outstanding since their impact on diluted earnings per share were antidilutive. For the calculation of diluted earnings per share for thethree andsix months ended* March 31, 2024*, there were 400,020 and 225,569 non-vested RSUs, respectively, excluded from the calculation of weighted average shares outstanding since their impact on diluted earnings per share were antidilutive.

11. Commitments and Contingencies

Contingent Compensation Costs

In* July 2021,the Company acquired Aquana, LLC (“Aquana”). Pursuant to the merger agreement with Aquana, as amended ("the Merger Agreement"), the Company is subject to additional contingent cash payments to the former members of Aquana over aseven-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 isno* maximum limit to the contingent cash payments that could be made. The Merger Agreement requires the continued employment of a certain key employee and former member of Aquana for thefirst five years of theseven-year earn-out period in order for any of Aquana’s former members to be eligible for any earn-out payments. Due to the continued employment requirement, no liability has been recorded for the estimated fair value of earn-out payments for this transaction. Earn-outs achieved are recorded as compensation expense when incurred.

Legal Proceedings

The Company is involved in various pending legal actions in the ordinary course of its business. Management is unable to predict the ultimate outcome of these actions, because of the inherent uncertainty of such actions. However, management believes that the most probable, ultimate resolution of current pending matters willnot have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

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12. Segment Information

Effective* October 1, 2024,*the Company changed the composition of itsthree operating business segments and changed its methodology for allocating manufacturing costs including overhead and other costs of revenue to the segments.

The Company's business segments are now comprised of: Smart Water, Energy Solutions and Intelligent Industrial. The Smart Water segment emphasizes the Company’s targeted approach in the water management industry. This business segment contains the Hydroconn® smart water connectivity offerings and the Company's Aquana products. The Energy Solutions segment encompass' the Company’s traditional business in oil and gas land and marine exploration products, reservoir monitoring solutions, and will additionally incorporate emerging energy solutions and microseismic monitoring. This segment will include energy-related business from Quantum’s SADAR® products and associated analytics. The Intelligent Industrial segment includes seismic sensor products used for vibration monitoring geotechnical applications such as mine safety applications and earthquake detection, designs seismic products targeted at the border and perimeter security markets, imaging products, as well as providing contract manufacturing services. The change in methodology for allocating manufacturing costs affected each business segment's operating income (loss) but hadno effect on consolidated operating income (loss).

The following table summarizes the Company’s segment information (in thousands). Segment information for thethree andsix months ended* March 31, 2025and2024*, has been recast for comparability.

The Company's manufacturing operations for its operating business segments are combined. Therefore, the Company doesnot segregate and report separate balance sheet accounts for each of its segments and therefore,no total asset information is presented in the table above.

13. Income Taxes

Consolidated income tax benefit for thethree andsix months ended* March 31, 2025*, was $126,000 and $13,000, respectively. Consolidated income tax expense for thethree andsix months ended* March 31, 2024*, was $11,000 and $111,000 million, respectively. The primary difference between the Company's effective tax rate and the statutory rate is adjustments to the valuation allowance against deferred tax assets.