STOCK TITAN

Geospace Technologies (NASDAQ: GEOS) posts larger loss, tightens costs

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
10-Q

Rhea-AI Filing Summary

Geospace Technologies reported weaker results for the quarter ended March 31, 2026, posting a net loss of $11.0 million, or $0.86 per share. Quarterly revenue rose to $19.7 million from $18.0 million, driven by Energy Solutions, including $3.6 million of initial revenue on a permanent reservoir monitoring (PRM) contract.

For the six-month period, revenue fell to $45.3 million from $55.2 million, and net loss widened sharply to $20.8 million from $1.4 million, mainly due to prior-year high-margin ocean-bottom node sales and a steep decline in Smart Water sales. Cash and cash equivalents decreased to $13.4 million from $26.3 million, though the company has no debt and a $25 million undrawn credit facility. Geospace implemented a workforce reduction of about 20%, targeting approximately $10 million in annualized cash savings, and expects around $35 million from its PRM customer by the end of the calendar year.

Positive

  • None.

Negative

  • Profitability deteriorated sharply, with six-month net loss widening to $20.8 million from $1.4 million and gross profit falling to $3.4 million from $21.9 million, reflecting weaker Smart Water demand and the absence of a prior-year $17 million high-margin ocean-bottom node sale.
  • Cash usage and restructuring highlight pressure: operating activities used $16.7 million of cash in six months, cash balances fell to $13.4 million, and the company is reducing its global workforce by about 20% to target $10 million of annualized savings.

Insights

Results show sharp earnings deterioration, heavier cash burn, and reliance on PRM cash flows.

Geospace Technologies moved from prior-year profitability to a substantial loss. Six-month revenue declined to $45.3 million from $55.2 million, while gross profit dropped to $3.4 million from $21.9 million, reflecting the absence of a prior-year $17 million ocean-bottom node sale and weaker Smart Water demand.

Net loss for the six months widened to $20.8 million, and operating activities used $16.7 million of cash. Cash fell to $13.4 million at March 31, 2026, though the company retains an undrawn $25 million revolver and no long-term debt. Management highlights an expected PRM milestone payment of about $35 million and an organizational change plan that cuts roughly 20% of the workforce, aimed at $10 million in annualized savings.

The filing also notes approximately $89 million in unsatisfied performance obligations, largely tied to long-duration Energy Solutions contracts recognized over-time, giving some visibility to future revenue. Actual outcomes will depend on execution of the PRM project, collection on sizable financing receivables, and the pace of recovery in Smart Water orders after customer overstocking.

Quarterly revenue $19.7 million Three months ended March 31, 2026 vs $18.0 million in 2025
Six-month revenue $45.3 million Six months ended March 31, 2026 vs $55.2 million in 2025
Six-month net loss $20.8 million Six months ended March 31, 2026 vs $1.4 million net loss in 2025
Cash and cash equivalents $13.4 million Balance at March 31, 2026 vs $26.3 million at September 30, 2025
Deferred contract liabilities $13.0 million Current deferred contract liabilities at March 31, 2026
Unsatisfied performance obligations $89 million Transaction price allocated to long-duration contracts as of March 31, 2026
Annualized cost savings target $10 million Expected from ~20% global workforce reduction plan
Revolving credit facility $25 million Maximum availability under Woodforest revolving credit agreement
ASC 606 financial
"In accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), the Company recognizes revenue when performance of contractual obligations are satisfied"
A U.S. accounting standard that sets consistent rules for when and how companies record revenue from contracts with customers, focusing on the transfer of promised goods or services. It matters to investors because it affects the timing and amount of reported sales and profit—like deciding whether a contractor can count payment when a job starts, progresses, or finishes—so it improves comparability and helps assess a company's true economic performance.
deferred contract liabilities financial
"At March 31, 2026 and September 30, 2025, the Company had deferred contract liabilities of $13.0 million and zero, respectively."
sales-type lease financial
"In November 2024, the Company entered into a sales-type lease with a customer on ocean bottom equipment from its rental fleet."
A sales-type lease is a contract where the party that owns an asset (the lessor) effectively sells it to a customer but keeps the right to receive lease payments, recording the transaction as a sale up front and then recognizing interest income over time. Think of it like a store that sells you a car on finance: the store books the sale immediately but still collects payments and interest, so profits and the asset’s removal from the balance sheet occur sooner. For investors this changes when revenue and profit show up, alters reported assets and liabilities, and affects measures like return on equity and cash flow timing.
contingent consideration financial
"The Company established an earn-out liability in connection with its acquisition of Geovox in the fourth quarter of fiscal year 2025."
Contingent consideration is an additional payment agreed when one company buys another that will be paid later only if specific future targets are met, such as revenue, profit, or regulatory milestones. It matters to investors because it shifts risk between buyer and seller and affects the acquiring company's future cash flow and reported value — like promising a bonus after results are proven.
unsatisfied performance obligations financial
"At March 31, 2026, the aggregate amount of transaction price allocation to unsatisfied performance obligations on contracts with a duration in excess of one year was approximately $89 million."
springing minimum interest coverage ratio financial
"The Agreement also requires the Company to maintain a springing minimum interest coverage ratio of at least 1.50 to 1.00, tested quarterly whenever (a) there is an outstanding balance"
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


(Mark One)

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

 

for the Quarterly Period Ended March 31, 2026 OR

 

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

for the transition period from ____ to ____

 

Commission file number 001-13601


GEOSPACE TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 


Texas

76-0447780

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

7007 Pinemont

Houston, Texas

77040

(Address of principal executive offices)

(Zip Code)

 

Registrants telephone number, including area code: (713) 986-4444


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

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

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

 

Large accelerated filer

 

   

Accelerated filer

        

Non-accelerated filer

 

   

Smaller reporting company

        
      

Emerging growth company

 

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

 

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

 

As of April 30, 2026 the registrant had 12,935,603 shares of common stock, $0.01 par value per share, outstanding.



 

 

 

 
 

Table of Contents

 

   

Page

Number

PART I. FINANCIAL INFORMATION

   
     

Item 1. Financial Statements

 

3

     

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

14

     

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

19

     

Item 4. Controls and Procedures

 

20

     
Item 5. Other Information   20
     

PART II. OTHER INFORMATION

   
     

Item 6. Exhibits

 

21

 

 

2

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands except share amounts)

(unaudited)

 

  

March 31, 2026

  

September 30, 2025

 

ASSETS

        

Current assets:

        

Cash and cash equivalents

 $13,358  $26,338 

Trade accounts and financing receivables, net

  19,344   28,009 

Inventories, net

  36,961   30,901 

Prepaid expenses and other current assets

  6,076   3,252 

Total current assets

  75,739   88,500 
         

Non-current inventories, net

  11,758   17,113 

Rental equipment, net

  5,856   8,120 

Property, plant and equipment, net

  23,706   23,244 

Non-current financing receivables

  12,329   8,190 

Operating right-of-use assets

  716   915 

Goodwill

  1,258   1,258 

Other intangible assets, net

  4,872   5,155 

Other non-current assets

  482   542 

Total assets

 $136,716  $153,037 
         

LIABILITIES AND STOCKHOLDERS’ EQUITY

        

Current liabilities:

        

Accounts payable trade

 $5,141  $10,369 

Operating lease liabilities

  443   420 

Contingent consideration

  1,727    

Deferred contract liabilities

  12,999    

Other current liabilities

  9,986   13,641 

Total current liabilities

  30,296   24,430 
         

Non-current contingent consideration

  961   2,540 

Non-current operating lease liabilities

  326   554 

Deferred tax liabilities, net

     4 

Total liabilities

  31,583   27,528 
         

Commitments and contingencies (Note 11)

          
         

Stockholders’ equity:

        

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

      

Common Stock, $.01 par value, 20,000,000 shares authorized; 14,489,378 and 14,378,962 shares issued, respectively; and 12,931,118 and 12,820,702 shares outstanding, respectively

  145   144 

Additional paid-in capital

  99,283   98,845 

Retained earnings

  24,745   45,558 

Accumulated other comprehensive loss

  (4,540)  (4,538)

Treasury stock, at cost, 1,558,260 shares

  (14,500)  (14,500)

Total stockholders’ equity

  105,133   125,509 

Total liabilities and stockholders’ equity

 $136,716  $153,037 

 

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

 

3

 

 

GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(unaudited)

 

  

Three Months Ended

  

Six Months Ended

 
  

March 31, 2026

  

March 31, 2025

  

March 31, 2026

  

March 31, 2025

 

Revenue:

                

Products

 $18,964  $18,708  $43,353  $51,353 

Rental

  778   (685)  1,975   3,893 

Total revenue

  19,742   18,023   45,328   55,246 

Cost of revenue:

                

Products

  17,072   13,747   37,903   28,016 

Rental

  1,976   2,528   4,035   5,333 

Total cost of revenue

  19,048   16,275   41,938   33,349 
                 

Gross profit

  694   1,748   3,390   21,897 
                 

Operating expenses:

                

Selling, general and administrative

  7,358   6,775   15,637   14,195 

Research and development

  4,774   5,235   9,263   10,129 

Change in fair value of contingent consideration

  (48)     148    

Provision for credit losses

  29   19   8   19 

Total operating expenses

  12,113   12,029   25,056   24,343 
                 

Loss from operations

  (11,419)  (10,281)  (21,666)  (2,446)
                 

Other income (expense):

                

Interest expense

  (35)  (43)  (72)  (87)

Interest income

  616   693   1,250   1,438 

Foreign currency transaction losses, net

  (197)  (255)  (194)  (269)

Other, net

  (25)  (38)  (62)  (71)

Total other income, net

  359   357   922   1,011 
                 

Loss before income taxes

  (11,060)  (9,924)  (20,744)  (1,435)

Income tax expense (benefit)

  (12)  (126)  69   (13)

Net loss

 $(11,048) $(9,798) $(20,813) $(1,422)
                 

Loss per common share:

                

Basic

 $(0.86) $(0.77) $(1.62) $(0.11)

Diluted

 $(0.86) $(0.77) $(1.62) $(0.11)
                 

Weighted average common shares outstanding:

                

Basic

  12,914,318   12,792,803   12,881,604   12,772,981 

Diluted

  12,914,318   12,792,803   12,881,604   12,772,981 

 

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

 

4

 

 

GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(unaudited)

 

  

Three Months Ended

  

Six Months Ended

 
  

March 31, 2026

  

March 31, 2025

  

March 31, 2026

  

March 31, 2025

 

Net loss

 $(11,048) $(9,798) $(20,813) $(1,422)

Other comprehensive income (loss):

                

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

     (14)     (57)

Foreign currency translation adjustments

  (22)  65   (2)  (334)

Total other comprehensive income (loss)

  (22)  51   (2)  (391)

Total comprehensive loss

 $(11,070) $(9,747) $(20,815) $(1,813)

 

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

 

5

 

 

GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY

FOR THE six months ended March 31, 2026 and 2025

(in thousands, except share amounts)

(unaudited)

 

   

Common Stock

                   

Accumulated

                 
                   

Additional

           

Other

                 
   

Shares

           

Paid-In

   

Retained

   

Comprehensive

   

Treasury

         
   

Outstanding

   

Amount

   

Capital

   

Earnings

   

Loss

   

Stock

   

Total

 

Balance at October 1, 2025

    12,820,702     $ 144     $ 98,845     $ 45,558     $ (4,538 )   $ (14,500 )   $ 125,509  

Net loss

                      (9,765 )                 (9,765 )

Other comprehensive income

                            20             20  

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

    86,217                                      

Common stock exchanged for withholding taxes on stock-based compensation

    (19,001 )           (305 )                       (305 )

Stock-based compensation

                419                         419  

Balance at December 31, 2025

    12,887,918       144       98,959       35,793       (4,518 )     (14,500 )     115,878  
                                                         

Net loss

                      (11,048 )                 (11,048 )

Other comprehensive loss

                            (22 )           (22 )

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

    43,200       1       (1 )                        

Stock-based compensation

                325                         325  

Balance at March 31, 2026

    12,931,118     $ 145     $ 99,283     $ 24,745     $ (4,540 )   $ (14,500 )   $ 105,133  
                                                         

Balance at October 1, 2024

    12,709,381     $ 142     $ 97,342     $ 55,282     $ (4,257 )   $ (13,885 )   $ 134,624  

Net income

                      8,376                   8,376  

Other comprehensive loss

                            (442 )           (442 )

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

    109,180       1       (1 )                        

Purchase of treasury stock

    (19,664 )                             (197 )     (197 )

Stock-based compensation

                349                         349  

Balance at December 31, 2024

    12,798,897       143       97,690       63,658       (4,699 )     (14,082 )     142,710  
                                                         

Net loss

                      (9,798 )                 (9,798 )

Other comprehensive income

                            51             51  

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

    44,950       1       (1 )                        

Purchase of treasury stock

    (41,895 )                             (418 )     (418 )

Stock-based compensation

                547                         547  

Balance at March 31, 2025

    12,801,952     $ 144     $ 98,236     $ 53,860     $ (4,648 )   $ (14,500 )   $ 133,092  

 

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

 

6

 

 

GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

   

Six Months Ended

 
   

March 31, 2026

   

March 31, 2025

 

Cash flows from operating activities:

               

Net loss

  $ (20,813 )   $ (1,422 )

Adjustments to reconcile net loss to net cash used in operating activities:

               

Deferred income tax benefit

    (12 )     (11 )

Rental equipment depreciation

    2,510       3,415  

Property, plant and equipment depreciation

    2,477       1,770  

Amortization of intangible assets

    283       74  

Amortization of discount on note receivable

    (37 )     (36 )

Accretion of discounts on short-term investments

          (156 )

Stock-based compensation expense

    744       896  

Provision for credit losses

    8       19  

Inventory obsolescence expense

    1,774       905  

Gross loss (profit) from sale of rental equipment

    84       (15,820 )

(Gain) loss on disposal of property, plant and equipment

    101       (93 )

Realized gain on investments

          (10 )

Effects of changes in operating assets and liabilities:

               

Trade accounts and notes receivable

    (2,432 )     1,829  

Inventories

    (2,810 )     (3,518 )

Other assets

    (2,554 )     688  

Accounts payable trade

    (5,228 )     (2,633 )

Other liabilities

    9,097       702  

Fair value of contingent consideration

    148        

Net cash used in operating activities

    (16,660 )     (13,401 )
                 

Cash flows from investing activities:

               

Purchase of property, plant and equipment

    (3,015 )     (4,419 )

Proceeds from the sale of property, plant and equipment

          131  

Investment in rental equipment

    (67 )     (900 )

Proceeds from the sale of rental equipment

    6,914       1,704  

Proceeds from the sale of short-term investments

          18,862  

Payments received on note receivable related to sale of subsidiary

    143       76  

Net cash provided by investing activities

    3,975       15,454  
                 

Cash flows from financing activities:

               

Taxes payments on stock-based compensation for exchange of common stock

    (305 )      

Purchase of treasury stock

          (615 )

Net cash used in financing activities

    (305 )     (615 )
                 

Effect of exchange rate changes on cash

    10       (39 )

(Decrease) increase in cash and cash equivalents

    (12,980 )     1,399  

Cash and cash equivalents, beginning of period

    26,338       6,895  

Cash and cash equivalents, end of period

  $ 13,358     $ 8,294  
                 

SUPPLEMENTAL CASH FLOW INFORMATION:

               

Cash paid for income taxes

  $ 107     $ 113  

Financing receivables related to sale of rental equipment

    6,847       14,701  

Inventory transferred to rental equipment

    334       2,395  

 

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

 

7

 

GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

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, 2025, was derived from the Company’s audited consolidated financial statements at that date. The consolidated balance sheet at  March 31, 2026 and the consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for the three and six months ended March 31, 2026 and 2025 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 the three and six months ended March 31, 2026, are not 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 Form 10-K for the Company’s fiscal year ended September 30, 2025.

 

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, contingent consideration and deferred income tax assets. The Company bases its estimates on historical experience and various other factors that are believed to be reasonable under the circumstances. While management believes current estimates are reasonable and appropriate, actual results may differ from these estimates under different conditions or assumptions.

 

Reclassifications

 

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

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments purchased with an original or remaining maturity at the time of purchase of three months or less to be cash equivalents.  At March 31, 2026 and September 30, 2025, cash and cash equivalents included $0.6 million and $0.8 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 may be extended to 60 days or longer. The Company performs ongoing credit evaluations of its customers and generally does not require collateral for its trade receivables. Additionally, the Company provides long-term financing in the form of promissory notes and sales-type leases when competitive conditions require such financing. In such cases, the Company may require collateral. Allowances are recognized 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, and 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 will not be recoverable.

 

The Company had trade accounts and notes receivable from two customers of $15.5 million and $5.9 million, respectively at March 31, 2026. The Company recognized revenue from these two customers of $3.6 million and $27,000, respectively, for the three months ended March 31, 2026, and revenue of $14.2 million and $49,000, respectively, for the six months ended March 31, 2026.  The Company recognized revenue from these two customers of zero and $44,000, respectively, for the three months ended March 31, 2025, and revenue of zero and $0.1 million, respectively, for the six months ended March 31, 2025.  These receivables and revenue are related to the Company's Energy Solutions segment.

 

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 may not 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, 2026, no events or changes in circumstances were identified indicating the carrying value of any of the Company's asset groups may not be recoverable.

 

Goodwill

 

The Company conducts its evaluation of goodwill at the reporting unit level on an annual basis as of September 30 and more frequently if events or circumstances indicate that the carrying value of a reporting unit exceeds its fair value. The Company first assesses qualitative factors to determine if the fair value of a reporting unit exceeds its carrying amount. If, based on the qualitative assessment of events or circumstances, the Company determines it is more likely than not that the fair value of a reporting unit is more than its carrying amount then it does not perform a quantitative assessment. However, if the Company concludes otherwise, then it performs a quantitative assessment.  If, based on the quantitative assessment, the Company determines that the fair value of a reporting unit is less that its carrying amount, a goodwill impairment is recognized equal to the difference between the carrying amount of the reporting unit and its fair value, not to exceed the carrying amount of the goodwill.

 

Business Acquisitions

 

The Company accounts for its business acquisitions under the acquisition method of accounting. The total value of the consideration paid for acquisitions is allocated to the underlying net assets acquired, based on their respective estimated fair values.  The Company uses multiple valuation methods to determine the fair value of assets and liabilities acquired, including discounted cash flows, external market values, valuations on recent transactions or a combination thereof, and believes that it uses the most appropriate measure or a combination of measures to value each asset or liability. The Company utilized the excess earnings method to value its fourth quarter fiscal year 2025 acquisition of Geovox Securities, Inc. ("Geovox").  The Company recognizes measurement-period adjustments in the reporting period in which the adjustment amounts are determined.

 

Contingent Consideration

 

The Company established an earn-out liability in connection with its acquisition of Geovox in the fourth quarter of fiscal year 2025.  The Company engaged the services of a valuation firm to measure the fair value of the liability.  The valuation technique used to measure the fair value of the liability was a Monte Carlo simulation.  The primary inputs included revenue forecast, risk free rate, revenue volatility, revenue discount rate and payment discount rate.  The Company reviews and assesses the value of the liability on a quarterly basis.  Adjustments, if any, will be included as a component of earnings in the consolidated statements of operations.

 

Research and Development

 

We incur significant future research and development expenditures.  These efforts are primarily aimed at the development of additional products for each of our business segments.  The majority of our product research and development costs relates to the Company's engineers.  The Company's engineering staff have been key to our past success. Research and development expense includes personnel costs of the Company's engineers, project expenditures, on-going product maintenance and improvements to our existing products, as well as general and administrative expenses associated with the engineering department. Research and development expense for the three and six months ended March 31, 2026  was $4.8 million and $9.3 million, respectively.  Research and development expense for the three and six months ended March 31, 2025  was $5.2 million and $10.1 million, respectively.

 

Recently Issued Accounting Pronouncements

 

In November 2024, the Financial Accounting Standards Board ("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.

 

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 its fourth quarter of fiscal year 2026.  The guidance allows for adoption using either a prospective or retrospective transition method. The adoption of this guidance is not expected to have any material impact on its consolidated financial statements.

 

All other new accounting pronouncements that have been issued, but are not yet effective, are currently being evaluated and at this time are not expected to have a material impact on the Company's financial position or results of operations.

 
8

 

 

2. Revenue Recognition

 

In accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), 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 has not yet occurred. The Company assesses collectability during the contract assessment phase. In situations where collectability of the sales price is not probable, the Company recognizes revenue when it determines that collectability is probable or when non-refundable cash is received from its customers and there is not a significant right of return. Transfer of control generally occurs with shipment or delivery, depending on the terms of the underlying contract. The Company’s products are generally sold without any customer acceptance provisions, and the Company’s standard terms of sale do not allow customers to return products for credit.

 

The Company occasionally recognizes revenue from contracts throughout the manufacturing or service process, even prior to delivery of the completed product or service to the customer.  This overtime recognition of revenue requires that either (i) the customer simultaneously receives and consumes the economic benefits the Company provides, (ii) the Company creates or enhances an asset controlled by the customer or (iii) the Company’s performance does not create an asset for which the it has an alternative use and has an enforceable right to payment for performance completed to date.

 

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 ASC 606, sales taxes and transaction-based taxes are excluded from revenue. The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less. Additionally, the Company expenses costs incurred to obtain contracts when incurred because the amortization period would have been one year or less. These costs are recorded in selling, general and administrative expenses. 

 

The Company has elected to treat shipping and handling activities in a sales transaction after the customer obtains control of the goods as a fulfillment cost and not as a promised service. Accordingly, fulfillment costs related to the 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 to one year.  Rental revenue is recognized within the scope of ASC 842, Leases ("ASC 842").   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 ASC 842, rental revenue is recognized as earned over the rental period if collectability of the rent is reasonably assured.  When collectability of amounts are no 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 the second quarter of fiscal year 2025, the Company determined the collectability 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.  Any future cash received from this customer will be recognized as rental revenue.    

 

At March 31, 2026 and September 30, 2025, the Company had deferred contract liabilities of $13.0 million and zero, respectively.  At March 31, 2026 and September 30, 2025, the Company had no deferred contract assets.  During the three and six months ended March 31, 2026 and 2025, no revenue or cost of revenue was recognized from deferred contract costs or deferred contract asset.  At March 31, 2026 and October 1, 2025, the Company had accounts receivable from contracts with customers of $5.3 million and $11.4 million, respectively.  At March 31, 2025 and October 1, 2024, the Company had accounts receivable from contracts with customers of $13.2 million and $12.6 million, respectively.  Accounts receivable from contracts with customers exclude accounts receivable from rental contracts.

 

For the three and six months ended March 31, 2026 revenue of $3.6 million and $4.0 million, respectively, was recognized from contracts with customers satisfied over-time, which was from the Company's Energy Solutions segment. For the three and six months ended March 31, 2025 no revenue was recognized from contracts with customers satisfied over-time. 

 

At March 31, 2026, the aggregate amount of transaction price allocation to unsatisfied performance obligations on contracts with a duration in excess of one year was approximately $89 million.  The majority of these unsatisfied performance obligations are expected to be fulfilled by the third quarter of fiscal year 2027.  Revenue from these contracts are expected to be recognized over-time utilizing the cost-to-cost method.  All other revenue from contracts with customers are being recognized at a point-in time and have a duration of one year or less.  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.

 

  

Three Months Ended

  

Six Months Ended

 
  

March 31, 2026

  

March 31, 2025

  

March 31, 2026

  

March 31, 2025

 

Smart Water

 $3,728  $9,472  $9,484  $16,760 

Energy Solutions

  8,977   3,399   22,550   23,225 

Intelligent Industrial

  6,259   5,837   11,319   11,368 

Total

 $18,964  $18,708  $43,353  $51,353 

 

See Note 12 for more information on the Company’s operating business segments.

 

9

   

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:

 

  

Three Months Ended

  

Six Months Ended

 
  

March 31, 2026

  

March 31, 2025

  

March 31, 2026

  

March 31, 2025

 

Asia (including Russian Federation)

 $1,552  $1,811  $2,514  $19,868 

Canada

  259   626   1,906   995 

Europe

  1,196   1,190   1,703   2,588 

Mexico

  59   811   108   2,092 

United States

  11,858   14,002   32,823   25,425 

South America

  3,697   183   3,819   205 

Other

  343   85   480   180 

Total

 $18,964  $18,708  $43,353  $51,353 

 

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

 

 

3. 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 contingent consideration at fair value on a recurring basis.

 

The following tables present the fair value of the Company’s recurring contingent consideration (in thousands):

 

  

As of March 31, 2026

 
  

(Level 1)

  

(Level 2)

  

(Level 3)

  

Totals

 

Contingent consideration liabilities:

                

Current portion

 $  $  $(1,727) $(1,727)

Non-current portion

        (961)  (961)
  $  $  $(2,688) $(2,688)

  

  

As of September 30, 2025

 
  

(Level 1)

  

(Level 2)

  

(Level 3)

  

Totals

 

Recurring:

                

Non-current contingent consideration

 $  $  $(2,540) $(2,540)

     

 

In connection with the Company's acquisition of Geovox in August 2025, it recorded an initial contingent earn-out liability of $2.5 million.  The Company engaged the services of a valuation firm to measure the fair value of the liability.  The primary inputs included revenue forecast, risk free rate, revenue volatility, revenue discount rate and payment discount rate (Level 3). Contingent payments, if any, will be based on eligible revenue generated during a four-year earn-out period.  The maximum amount of contingent payments is $3.3 million. The following table summarizes the changes in the fair value of the contingent consideration during the six months ended March 31, 2026:

 

Balance at October 1, 2025

 $2,540 

Fair value adjustments

  148 

Balance at March 31, 2026

  2,688 

Less current portion

  (1,727)

Non-current balance at March 31, 2026

 $961 

 

The Company had no contingent consideration during the six months ended March 31, 2025.

10

  

 

4. Trade Accounts and Financing Receivables

 

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

  

March 31, 2026

  

September 30, 2025

 

Trade accounts receivable

 $6,162  $12,725 

Allowance for credit losses

  (27)  (63)

Total trade accounts receivable

 $6,135  $12,662 

 

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 will not be recoverable.

 

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

 

  

Three Months Ended

  

Six Months Ended

 
  

March 31, 2026

  

March 31, 2025

  

March 31, 2026

  

March 31, 2025

 

Allowance for credit losses:

                

Beginning of period

 $42  $4  $63  $4 

Provision for credit losses

  42   19   47   19 

Recoveries

  (13)     (39)   

Charge-offs

  (44)  (2)  (44)  (2)

End of period

 $27  $21  $27  $21 

 

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

 

  

March 31, 2026

  

September 30, 2025

 

Promissory notes

 $25,367  $19,149 

Sales-type lease

  975   5,302 

Total financing receivables

  26,342   24,451 

Discount to fair value and unearned income

  (804)  (914)

Total financing receivables, net

  25,538   23,537 

Less current portion

  (13,209)  (15,347)

Non-current financing receivables

 $12,329  $8,190 

 

 

In January 2026, the Company entered into a $0.3 million promissory note with a customer related to a product sale.  The note bears interest at 10.00% per annum and matures in January 2027. Principal and interest installments of $28,000 are due monthly until maturity.  The note is collateralized by the product sold.

 

In January 2026, the Company entered into a $2.7 million promissory note with a customer related to a product sale.  The note bears interest at 8.75% per annum and matures in January 2029.  Principal and interest installments of $0.1 million are due monthly until maturity.  The note is collateralized by the product sold.

 

During the first quarter of fiscal year 2026, the Company entered into three promissory notes totaling $7.9 million with a customer related to product sales.  The notes bear interest at 8.75% per annum and mature during the first quarter of fiscal year 2029. Principal and interest installments totaling $0.3 million are due monthly until maturity.  The notes are collateralized by the products sold.

 

During the fourth quarter of fiscal year 2025, The Company entered into two promissory notes totaling $7.5 million with a customer related to product sales.  The notes bear interest at 8.75% per annum and mature during the fourth quarter of fiscal year 2028.  Principal and interest installments totaling $0.2 million are due monthly until maturity.  The notes are collateralized by the products sold. 

 

In November 2024, the Company entered into a sales-type lease with a customer on ocean bottom equipment from its rental fleet.  The lease, which matured in October 2025, had a remaining unpaid principal balance of $1.0 million at March 31, 2026.  Ownership of the equipment will transfer to the customer when the unpaid principal has been paid.  Interest income recognized on the lease for the fiscal year ended  September 30, 2025 and for the six months ended March 31, 2026 was $0.6 million and $6,000, respectively.

 

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 and matures in November 2026.  Principal and interest installments of $0.9 million are due monthly beginning in January 2025. 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 installments of $37,000 are due monthly beginning in November 2024.  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 being 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.

 

 

5. Inventories

            

Inventories consist of the following (in thousands):  

 

  

March 31, 2026

  

September 30, 2025

 

Finished goods

 $25,004  $24,180 

Work in process

  4,153   6,408 

Raw materials

  27,143   27,245 

Obsolescence reserve (net realizable value adjustment)

  (7,581)  (9,819)

Total

  48,719   48,014 

Less current portion

  36,961   30,901 

Non-current portion

 $11,758  $17,113 

 

Inventory obsolescence expense for the three and six months ended March 31, 2026 was $1.3 million and $1.8 million, respectively. Inventory obsolescence expense for the three and six months ended March 31, 2025 was $0.4 million and $0.9 million, respectively.  Raw materials include semi-finished goods and component parts that totaled approximately $10.1 million and $9.1 million at March 31, 2026 and September 30, 2025, respectively. 

 

11

 
 

6. Property, Plant and Equipment

 

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

 

  

March 31, 2026

  

September 30, 2025

 

Land and land improvements

 $2,979  $2,960 

Building and building improvements

  24,771   24,089 

Machinery and equipment

  50,652   48,647 

Furniture and fixtures

  1,614   1,032 

Tools and molds

  5,290   3,928 

Construction in progress

  1,131   2,856 

Transportation equipment

  53   41 
   86,490   83,553 

Accumulated depreciation and impairment

  (62,784)  (60,309)
  $23,706  $23,244 

 

Property, plant and equipment depreciation expense for the three and six months ended March 31, 2026 was $1.3 million and $2.5 million, respectively.  Property, plant and equipment depreciation expense for the three and six months ended March 31, 2025 was $0.9 million and $1.8 million, respectively.

 

 

7. Rental Equipment

 

The Company leases equipment to customers which generally range from daily rentals to minimum rental periods of up to one year. All of the Company’s current leasing arrangements for which the Company acts as lessor, are classified as operating leases, except for one sales-type lease. The majority of the Company’s rental revenue is generated from its ocean bottom nodes.

 

The Company regularly evaluates the collectability of its lease receivables on a lease-by-lease basis. The evaluation primarily consists of reviewing past due account balances and other factors such as the credit quality of the customer, historical trends of the customer and current economic conditions. The Company suspends revenue recognition when the collectability of amounts due are no longer probable and concurrently records a direct write-off of the lease receivable to rental revenue and limits future rental revenue recognition to cash received. 

 

At March 31, 2026  and September 30, 2025, the Company’s trade accounts receivable included lease receivables of $0.9 million and $1.0 million, respectively.  At March 31, 2026, the Company had no future minimum lease obligations due from leasing customers on operating leases.

 

Rental equipment consisted of the following (in thousands):

 

  

March 31, 2026

  

September 30, 2025

 

Rental equipment, primarily wireless recording equipment

 $44,105  $45,289 

Accumulated depreciation

  (38,249)  (37,169)
  $5,856  $8,120 

 

Rental equipment depreciation expense for the three and six months ended March 31, 2026 was $1.3 million and $2.5 million, respectively. Rental equipment depreciation expense for the three and six months ended March 31, 2025 was $1.5 million and $3.4 million, respectively.

 

8. Long-Term Debt

 

The Company had no long-term debt outstanding at March 31, 2026 or September 30, 2025.

 

On August 29, 2025, the Company amended and restated its credit agreement (“the Agreement”) with Woodforest National Bank.  The Agreement extended the Company’s revolving loan agreement, dated as of July 26, 2023, with Woodforest.  The Agreement is for a three-year term and provides a revolving credit facility with a maximum availability of $25 million.  Interest shall accrue on outstanding borrowings at 30 Day Term SOFR plus a margin equal to 2.75% per annum. 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 (i) a minimum consolidated tangible net worth of $85 million, (ii) minimum liquidity of $10 million, and (iii) a minimum asset coverage ratio of 2.00 to 1.00. The Agreement also requires the Company to maintain a springing minimum interest coverage ratio of at least 1.50 to 1.00, tested quarterly whenever (a) there is an outstanding balance on the revolving credit facility, or (b) has letter of credit exposure greater than $1 million.  Effective December 31, 2025, the Company entered into a limited waiver agreement with Woodforest which waived its springing minimum interest coverage ratio through February 16, 2027. At March 31, 2026, the Company was in compliance with all covenants under the Agreement. 

 

 On  May 5, 2026, the Company entered into an amendment to its Agreement which removed the springing minimum interest coverage requirement. This amendment requires the Company to maintain a $2 million cash reserve pledged to Woodforest and is primarily secured by the Company's Pinemont facility.

 

9. Stock-Based Compensation

 

During the six months ended March 31, 2026, the Company issued 147,250 restricted stock units (“RSUs”) under its 2014 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 granted was $11.19 per unit. Compensation expense for the RSUs was determined based on the closing market price of the Company’s stock on the date of grant to the total number of units that are anticipated to fully vest. Each RSU represents a contingent right to receive one share of the Company’s common stock upon vesting.  As of March 31, 2026, there were 300,512 RSUs outstanding.

 

For the three and six months ended March 31, 2026, stock-based compensation expense was $0.3 million and $0.7 million, respectively.  For the three and six months ended March 31, 2025 stock-based compensation expense was $0.5 million and $0.9 million, respectively. The Company accounts for forfeitures as they occur and records compensation costs under the assumption that the holder will complete the requisite service period.  As of March 31, 2026, the Company had unrecognized compensation expense of $2.7 million relating to RSUs that is expected to be recognized over the next four years.

 

12

  
 

10. Loss Per Common Share

 

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

 

  

Three Months Ended

  

Six Months Ended

 
  

March 31, 2026

  

March 31, 2025

  

March 31, 2026

  

March 31, 2025

 

Net loss

 $(11,048) $(9,798) $(20,813) $(1,422)

Weighted average number of common share equivalents:

                

Common shares used in basic loss per share

  12,914,318   12,792,803   12,881,604   12,772,981 

Common share equivalents outstanding related to RSUs

            

Total weighted average common shares and common share equivalents used in diluted loss per share

  12,914,318   12,792,803   12,881,604   12,772,981 

Loss per share:

                

Basic

 $(0.86) $(0.77) $(1.62) $(0.11)

Diluted

 $(0.86) $(0.77) $(1.62) $(0.11)

 

           For the calculation of diluted loss per share for each of the three and six months ended March 31, 2026, there were 300,512 non-vested RSU's excluded from the calculation of weighted average shares outstanding since their impact on diluted loss per share was antidilutive. For the calculation of diluted loss per share for each of the three and six months ended March 31, 2025, there were 354,965 non-vested RSU's excluded from the calculation of weighted average shares outstanding since their impact on diluted loss per share was antidilutive. 

 

 

11. Commitments and Contingencies

 

Contingent Compensation Costs

 

In August 2025, the Company acquired Geovox.  In connection with the acquisition, the Company recorded an initial contingent earn-out liability of $2.5 million.  Contingent payments, if any, will be based on eligible revenue generated during a four-year earn-out period.  The maximum amount of contingent payments is $3.3 million.  

 

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 a seven-year earn-out period. The contingent payments, if any, will be derived from certain eligible revenue generated during the earn-out period from products and services sold by Aquana. There is no maximum limit to the contingent cash payments that could be made. The Merger Agreement requires the continued employment of a certain key employee and former member of Aquana for the first five years of the seven-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 will not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

 

13

 
 

12. Segment Information

 

The Company's business segments are 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 encompasses the Company’s traditional business in oil and gas land and ocean bottom 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 Company defines its segments as those operations our chief operating decision maker (“CODM”) regularly reviews to analyze performance and allocate resources. The Company’s CODM is the Chief Executive Officer. The CODM regularly reviews revenue, gross profit, operating expenses and operating income (loss) by segment as the primary measures of segment performance. The CODM reviews revenue as a primary indicator of operational performance, assessing how much revenue is brought in from core business activities, which reflects demand and execution of each segment’s strategy. Gross profit, is reviewed by the CODM as a diagnostic metric and is particularly useful in evaluating margin trends. Operating income is the key profitability metric used to assess performance across segments and make decisions related to resource allocation, including capital expenditures, headcount, and other investment initiatives. Each of these metrics are considered in budgeting, forecasting, and operational planning decisions.

 

For financial reporting purposes, we are organized into these reportable segments and “Corporate”, which includes the remainder of our businesses.  The following table summarizes the Company’s segment information (in thousands).  

 

  

Three Months Ended

  

Six Months Ended

 
  

March 31, 2026

  

March 31, 2025

  

March 31, 2026

  

March 31, 2025

 

Revenue:

                

Smart Water

 $3,728  $9,472  $9,484  $16,760 

Energy Solutions

  9,629   2,588   24,265   26,870 

Intelligent Industrial

  6,299   5,883   11,410   11,460 

Corporate

  86   80   169   156 
   19,742   18,023   45,328   55,246 
                 

Cost of revenue:

                

Smart Water

  2,770   5,561   6,631   10,724 

Energy Solutions

  11,254   5,703   26,023   13,124 

Intelligent Industrial

  4,994   4,984   9,225   9,438 

Corporate

  30   27   59   63 
   19,048   16,275   41,938   33,349 
                 

Gross profit (loss):

                

Smart Water

  958   3,911   2,853   6,036 

Energy Solutions

  (1,625)  (3,115)  (1,758)  13,746 

Intelligent Industrial

  1,305   899   2,185   2,022 

Corporate

  56   53   110   93 
   694   1,748   3,390   21,897 
                 

Operating expenses:

                

Smart Water

  2,580   2,491   5,276   4,246 

Energy Solutions

  3,157   3,553   6,458   7,132 

Intelligent Industrial

  1,892   2,186   3,585   4,249 

Corporate

  4,484   3,799   9,737   8,716 
   12,113   12,029   25,056   24,343 
                 

Income (loss) from operations:

                

Smart Water

  (1,622)  1,420   (2,423)  1,790 

Energy Solutions

  (4,782)  (6,668)  (8,216)  6,614 

Intelligent Industrial

  (587)  (1,287)  (1,400)  (2,227)

Corporate

  (4,428)  (3,746)  (9,627)  (8,623)
   (11,419)  (10,281)  (21,666)  (2,446)
                 

Other segment disclosures:

                
                 

Interest income:

                

Smart Water

            

Energy Solutions

  558   465   1,134   799 

Intelligent Industrial

            

Corporate

  58   228   116   639 
   616   693   1,250   1,438 

Interest expense:

                

Smart Water

            

Energy Solutions

  35      72    

Intelligent Industrial

            

Corporate

     43      87 
   35   43   72   87 
                 

Depreciation and amortization expenses:

                

Smart Water

  184   220   497   233 

Energy Solutions

  1,889   959   3,580   3,410 

Intelligent Industrial

  218   21   463   254 

Corporate

  424   1,271   730   1,362 
   2,715   2,471   5,270   5,259 
                 
                 

Inventory obsolescence and stock-based compensation expenses:

                

Smart Water

  177   17   361   23 

Energy Solutions

  807   419   1,058   1,075 

Intelligent Industrial

  285   61   625   67 

Corporate

  203   449   474   636 
   1,472   946   2,518   1,801 
                 

 

The Company's manufacturing operations for its operating business segments are combined.  Therefore, the Company does not segregate and report separate balance sheet accounts for each of its segments and therefore, no such segment balance sheet information is presented in the table above.

 

"Corporate" expense from operations primarily consists of the Company's Houston headquarters general and administrative expenses.

 

The Company generates revenue from product sales, product rentals and services from its subsidiaries located in the United States, Canada and the United Kingdom.  Revenue generated by the Company's subsidiaries is as follows (in thousands):

 

  

Three Months Ended

  

Six Months Ended

 
  

March 31, 2026

  

March 31, 2025

  

March 31, 2026

  

March 31, 2025

 

United States

 $18,347  $16,837  $43,065  $53,049 

Canada

  674   535   884   899 

United Kingdom

  721   651   1,379   1,298 
  $19,742  $18,023  $45,328  $55,246 

 

A summary of revenue by Geographic area is as follows (in thousands):

 

  

Three Months Ended

  

Six Months Ended

 
  

March 31, 2026

  

March 31, 2025

  

March 31, 2026

  

March 31, 2025

 

Asia (including Russian Federation)

 $1,552  $1,826  $2,604  $21,627 

Canada

  308   655   2,051   893 

Europe

  1,231   1,227   1,765   2,514 

Mexico

  59   811   108   2,092 

United States

  12,004   13,068   33,397   27,528 

South America

  3,697   331   4,303   352 

Other

  891   105   1,100   240 
  $19,742  $18,023  $45,328  $55,246 

 

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

 

Long-lived asset balances are as follows (in thousands):

 

  

March 31, 2026

  

September 30, 2025

 

United States

 $59,782  $63,332 

Canada

  347   366 

Colombia

  404   392 

United Kingdom

  444   447 
  $60,977  $64,537 

  

 

13. Income Taxes

 

Consolidated income tax expense (benefit) for the three and six months ended March 31, 2026 was $(12,000) and $69,000, respectively.  Consolidated income tax benefit for the three and six months ended March 31, 2025 was $(126,000) and $(13,000), 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.  

 

 

14. Exit and Disposal Costs

 

   At the end of the second quarter of fiscal year 2026, the Company implemented an organizational change plan, which included a voluntary early retirement plan available to eligible qualifying employees as well as a reduction in force. This plan will result in an approximate 20% reduction in Company's global workforce, and together with cost-containment measures are expected to produce approximately $10 million of annualized cash savings.  In connection with the workforce reduction, the Company incurred $0.7 million of termination costs in its second quarter of fiscal year 2026 and expects to incur $0.7 million of termination costs in its third quarter of fiscal year 2026.  These charges primarily relate to employee transition, severance payments, and employee benefits.  At March 31, 2026, the Company had liabilities related to the termination costs of $0.7 million.  

 

 

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

 

The following is management’s discussion and analysis of the major elements of our consolidated financial statements. You should read this discussion and analysis together with our consolidated financial statements, including the accompanying notes, and other detailed information appearing elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended September 30, 2025.        

 

Forward-Looking Statements

 

This Quarterly Report on Form 10-Q and the documents incorporated by reference herein contain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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 our future expectations, contain projections of our future results of operations or of our financial position or state other forward-looking information. Examples of forward-looking statements include, among others, statements that we make regarding our expected operating results, the timing, adoption, results and success of our rollout of our Aquana smart water valves and cloud-based control platform, future demand for our Quantum security solutions, the adoption and sale of our products in various geographic regions, potential tenders for permanent reservoir monitoring systems, sales or rentals for our ocean bottom nodes,  the adoption of Quantum's SADAR® product monitoring of subsurface reservoirs, the completion of new orders for channels of our Pioneer™ system, the fulfillment of customer payment obligations, the impact of the current armed conflicts between Russia and Ukraine and between the U.S. and Iran, our ability to manage changes and the continued health or availability of management personnel, volatility and direction of oil prices, anticipated levels of capital expenditures and the sources of funding therefor, and our strategy for growth, product development, market position, financial results and the provision of accounting reserves. These forward-looking statements reflect our current judgment about future events and trends based on the information currently available to us. However, there will likely be events in the future that we are not able to predict or control. The factors listed under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025, as well as other cautionary language in such Annual Report and this Quarterly Report on Form 10-Q, 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 and OptoSeis® or Aquana technology transactions to yield positive operating results, decreases in commodity price levels,  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, credit losses associated with customer accounts, inability to collect on financing receivables, lack of further orders for our ocean bottom rental equipment, 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 this Quarterly Report on Form 10-Q 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.

 

Available Information

 

We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”). Our SEC filings are available to the public over the internet at the SEC’s website at www.sec.gov. Our SEC filings are also available to the public on our website at www.geospace.com. From time to time, we may post investor presentations on our website under the “Investor Relations” tab. Please note that information contained on our website, whether currently posted or posted in the future, is not a part of this Quarterly Report on Form 10-Q or the documents incorporated by reference in this Quarterly Report on Form 10-Q.

 

14

 

Overview

 

Unless otherwise specified, the discussion in this Quarterly Report on Form 10-Q refers to Geospace Technologies Corporation and its subsidiaries. We design and manufacture sophisticated technology solutions for applications in smart water management and energy exploration. Our seismic equipment and services are marketed to the energy exploration industry and used to locate, characterize and monitor hydrocarbon producing reservoirs. We also market our seismic products to other industries for vibration monitoring, border and perimeter security and various geotechnical applications. We design and manufacture other products of a non-seismic nature, including Hydroconn® connector cables, imaging equipment, remote shutoff water valves and Internet of Things ("IoT") platform. Additionally, the company provides specialized contract manufacturing services.  In recent years, the revenue contribution from our non-energy related products has grown to represent nearly half of our total revenue. Our business diversification strategy has centered largely on translating expertise in ruggedized engineering and technology manufacturing into expanded customer markets.

 

Products and Product Development

 

Smart Water

 

Our Smart Water segment emphasizes our targeted approach to growing its footprint in the water management industry. This business segment contains the highly successful Hydroconn® smart water connectivity offerings along with the Aquana products.

 

The adoption of advanced technology in water management has been bolstered by U.S. Federal funding programs such as Water Infrastructure Finance Act funding, which provides $7.5 billion for water-related infrastructure projects.

 

Over the last decade, we have seen a significant increase in sales volume of our Hydroconn® connector cables used in Automated Meter Reading (AMR) applications. These cables play a role in Advanced Metering Infrastructure (AMI) by enabling remote collection of usage data from utility meters, thereby eliminating the need for manual meter reading.

 

Our remote disconnect valves and water IoT platform allows customers that manage multi-family and commercial properties to monitor their properties for leak and burst events, with real-time notifications, complimented with our remote-shut off to stop water damage. These products also allow water utilities to re-claim non-revenue water at a lower energy and field service cost through remote control of water service without placing their employees in potential harm or danger. 

 

Energy Solutions

 

            Our Energy Solutions business segment has historically accounted for the majority of our revenue. Geoscientists use seismic data primarily in connection with the exploration, development and production of oil and gas reserves to map potential and known hydrocarbon bearing formations and the geologic structures that surround them. This segment’s products include wireless seismic data acquisition systems, reservoir characterization products and services, and traditional seismic exploration products such as geophones, hydrophones, leader wire, connectors, cables and various other seismic products. We believe our Energy Solutions products are among the most technologically advanced instruments and equipment available for seismic data acquisition.

 

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

 

We have developed multiple versions of a land-based wireless (or nodal) seismic data acquisition system including our most recent launch of the Pioneer™, an ultralight wireless sensor product.   We believe our wireless sensor systems allow our customers to operate more effectively and efficiently because of their reduced environmental impact, lower weight, ease of operation and fewer maintenance requirements.

 

We have also developed an ocean bottom seismic data acquisition system called the OBX, and recently released Mariner® and Mariner Deep®.  Similar to our land-based wireless systems, these ocean bottom systems may be deployed in virtually unlimited channel configurations and do not require interconnecting cables between each station. The Mariner® is a continuous, cable-free, four channel autonomous, shallow water ocean bottom recorder. Mariner™ is the next generation node designed for extended duration seabed ocean bottom seismic data acquisition. The slim profile nodes, which are part of our shallow water stations, are ideally deployed as deep as 750 meters. The device continuously records for up to 70 days and offers more rapid recharging times.  Its slim profile creates space savings on seismic survey vessels, allowing contractors to fit up to 25% more nodes into a download/charge container.  Mariner Deep® is a deepwater, wireless seismic acquisition node capable of operating for 200 days in water as deep as 3,450 meters.

 

Additionally, we have developed high-definition permanent reservoir monitoring systems ("PRM") for land and ocean-bottom applications in producing oil and gas fields. Our primary offering, OptoSeis® fiber optic sensing technology, provides high-definition seismic data acquisition systems with a flexible architecture, allowing them to be configured as a subsurface system for both land and marine reservoir-monitoring projects.  

 

We also have a derivative of the OptoSeis® technology for high temperature downhole applications.  The product, known as Insight by OptoSeis, offers a passive, all-optical downhole sensor network - no electronics downhole - resulting a year's long operational lifetime at 150°C.

 

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

 

Our SADAR® technology provides energy companies real-time monitoring of seismic data.

 

Intelligent Industrial

 

Our Intelligent Industrial segment consists of industrial sensors, electronic pre-press solutions and specialized contract manufacturing. The growing defense and security applications offered by Quantum and Heartbeat Detector® will also be reflected in this segment.

 

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

 

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

 

Imaging Products

 

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

 

Defense and Security

 

Our Quantum product line includes SADAR®, a proprietary detection system which detects, locates and tracks items of interest in real-time. Using the SADAR® technology, Quantum designs and sells products used for border and perimeter security surveillance, cross-border tunneling detection and other products targeted at movement monitoring, intrusion detection and situational awareness. Quantum’s customers include various agencies of the U.S. government including the Department of Defense, Department of Energy, Department of Homeland Security and other agencies. 

 

In August 2025, we acquired Heartbeat Detector® by purchasing all of the outstanding common stock of Geovox.  Heartbeat Detector® is a heartbeat detection security technology developed by the United States Department of Energy’s Oak Ridge National Laboratory which bolsters our perimeter security and surveillance offerings. Used in more than a dozen countries to address human trafficking and prison security, the Heartbeat Detector® uses proprietary sensors to rapidly identify people hidden in vehicles, providing a modern, user-friendly interface in as little as 10 seconds. The product, which relies on geophones we manufacture, has been proven 99% effective by Oak Ridge, Sandia and Thunder Mountain national laboratories.

 

 

15

 

Consolidated Results of Operations

 

We report and evaluate financial information for three segments: Smart Water, Energy Solutions, and Intelligent Industrial Markets. Summary financial data by business segment follows (in thousands):

 

   

Three Months Ended

   

Six Months Ended

 
   

March 31, 2026

   

March 31, 2025

   

March 31, 2026

   

March 31, 2025

 

Smart Water

                               

Product revenue

  $ 3,728     $ 9,472     $ 9,484     $ 16,760  

Income (loss) from operations

    (1,622 )     1,420       (2,423 )     1,790  

Energy Solutions

                               

Product revenue

    8,977       3,399       22,550       23,225  

Rental revenue

    652       (811 )     1,715       3,645  

Total revenue

    9,629       2,588       24,265       26,870  

Loss from operations

    (4,782 )     (6,668 )     (8,216 )     6,614  

Intelligent Industrial

                               

Product revenue

    6,259       5,837       11,319       11,368  

Rental revenue

    40       46       91       92  

Total revenue

    6,299       5,883       11,410       11,460  

Loss from operations

    (587 )     (1,287 )     (1,400 )     (2,227 )

Corporate

                               

Rental revenue

    86       80       169       156  

Loss from operations

    (4,428 )     (3,746 )     (9,627 )     (8,623 )

Consolidated Totals

                               

Product revenue

    18,964       18,708       43,353       51,353  

Rental revenue

    778       (685 )     1,975       3,893  

Total revenue

    19,742       18,023       45,328       55,246  

Loss from operations

  $ (11,419 )   $ (10,281 )   $ (21,666 )   $ (2,446 )

 

Business Overview

 

Our Smart Water segment has experienced a decline in sales in fiscal year 2026, however we believe this decline is temporary, largely due to overstocking by our customers in the prior fiscal year.  Growing industry acceptance of our water meter cables and connectors provides a strong enabler for additional revenue from our Smart Water segment. Automatic meter reading efficiencies in operations and improved customer service has begun to be understood by the municipalities of the United States.  We expect this portion of our business to continue to grow for the foreseeable future.  Additionally, we anticipate this segment to see revenue contributions from our Aquana smart water valve and IoT technology products as market traction and increased sales backlog continues to gather.  Given the well-known and often extreme volatility experienced in our Energy Solutions segment, careful expansion of products and market diversity in our Smart Water and Intelligent Industrial segments has been a longstanding part of our strategic vision and reflects our on-going diversification efforts.

 

Our Energy Solution segment has seen a shift from rentals of our ocean bottom nodes to purchases of the equipment since fiscal year 2024.  This shift signifies our customer’s recognition of future backlog to justify ownership versus renting the nodes.  We do not expect significant expansion of the ocean bottom nodal market, because we expect the market is saturable and future rental fleet use will come from our customers' need to temporarily expand their nodal fleet. We expect our Energy Solutions segment to provide a significant portion of our revenue for years to come, but in diminishing portion to our other segments. During the third quarter of fiscal year 2025, we entered into a PRM contract. The Company began production of the PRM in the second quarter of 2026.  The majority of the revenue from this contract is expected to be completed by the third quarter of fiscal year 2027.  Revenue from this contract is being recognized in our Energy Solutions segment over the duration of the contract.  

 

We continue to maintain a strong balance sheet with no debt. Our current liquidity enables our ability to seek out business acquisitions and allows us to continue investments in capital assets and product research and development, which have historically driven revenue growth.

 

16

 

Three and six months ended March 31, 2026 compared to the three and six months ended March 31, 2025

 

Consolidated revenue for the three months ended March 31, 2026, was $19.7 million, an increase of $1.7 million, or 9.5%, from the corresponding period of the prior fiscal year.  The increase for the three months ended March 31, 2026 was primarily due to higher revenue from our Energy Solutions segment, which included initial revenue of $3.6 million recognized on our PRM contract.  The increase was largely offset by lower demand for our Hydroconn® cable and connector products from our Smart Water segment.  Furthermore, during the second quarter of the prior fiscal year, we determined the collectability of a receivable from an ocean bottom 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, our consolidated rental revenue for the three months ended March 31, 2025 was in a negative position ($0.7 million).  Consolidated revenue for the six months ended March 31, 2026, was $45.3 million, a decrease of $9.9 million, or 18.0%, from the corresponding period of the prior fiscal year.  The decrease for the six months ended March 31, 2026 was primarily due to lower demand for our Hydroconn® cable and connector products from our Smart Water segment.  The decrease in consolidated revenue was also due to lower revenue from our Energy Solutions segment attributable to a $17 million sale of ocean bottom nodes in the first quarter of fiscal year 2025, which was largely offset by an increase in demand for our wireless land-based Pioneer™.   

 

Consolidated gross profit for the three months ended March 31, 2026, was $0.7 million, compared to $1.7 million from the corresponding period of the prior fiscal year. The decrease for the three months ended March 31, 2026 was primarily due to the decrease in revenue and related gross profits from our Smart Water segment.  Consolidated gross profit for the six months ended March 31, 2026, was $3.4 million, compared to $21.9 million from the corresponding period of the prior fiscal year. The decrease in gross profit for the six months ended March 31, 2026 was primarily due to (i) a high gross margin on our $17 million sale of ocean bottom nodes in the first quarter of fiscal year 2025 and (ii) the decrease in revenue and gross profits from our Smart Water segment.  The decrease in gross profit for both three and six months ended March 31, 2026 was also attributable to an increase in tariffs on the raw materials we purchase.

 

Consolidated operating expenses for the three months ended March 31, 2026, were $12.1 million, an increase of $0.1 million, or 0.7%, from the corresponding period of the prior fiscal year. Consolidated operating expenses for the six months ended March 31, 2026, were $25.1 million, an increase of $0.7 million, or 2.9% from the corresponding period of the prior fiscal year.  The increase for both periods was primarily due to (i) an increase in sales and marketing costs, (ii) higher professional fees and (iii) severance costs.  The increase in operating expenses six months ended March 31, 2026 was partially offset by a decrease in research and development expenses, primarily personnel costs and project expenditures.

 

Consolidated other income was unchanged for the three months ended March 31, 2026 and 2025.  Consolidated other income for the six months ended March 31, 2026, decreased $0.1 million, or 8.8% from the corresponding period of the prior fiscal year.  The decrease was principally due to (i) a decrease in interest income on short-term investments and (ii) a decrease in foreign exchange transaction losses.

 

Segment Results of Operations

 

Smart Water

 

Revenue

 

Revenue from our Smart Water segment for the three months ended March 31, 2026, decreased $5.7 million, or 60.6%, from the corresponding period of the prior fiscal year. Revenue from our Smart Water segment for the six months ended March 31, 2026, decreased $7.3 million, or 43.4%, from the corresponding period of the prior fiscal year. The decrease for both periods was primarily due to a decrease in demand for our Hydroconn® cable and connector products.  We believe this decline is temporary due to overstocking by our customers in the prior fiscal year.

 

Operating Income (Loss)

 

Operating loss from our Smart Water segment for the three months ended March 31, 2026, was $(1.6) million, in comparison to operating income of $1.4 million from the corresponding period of the prior fiscal year. Operating loss from our Smart Water segment for the six months ended March 31, 2026, was $(2.4) million, in comparison to operating income of $1.8 million from the corresponding period of the prior fiscal year. The decrease for both periods was primarily due the decrease in revenue and related gross profits.  The decrease for the six months ended March 31, 2026 was also attributable to higher research and development expense, largely personnel costs.

 

Energy Solutions

 

Revenue

 

Revenue from our Energy Solutions segment for the three months ended March 31, 2026, increased $7.0 million, or 272.1%, from the corresponding period of the prior fiscal year.  Revenue from our Energy Solutions segment for the six months ended March 31, 2026, decreased $2.6 million, or 9.7%, from the corresponding period of the prior fiscal year.  The components of this changes were as follows:

 

 

Product Revenue – For the three months ended March 31, 2026, product revenue increased $5.6 million, or 164.1%, from the corresponding period of the prior fiscal year. The increase for the three months ended March 31, 2026 was primarily due (i) an increase in demand for our wireless land-based Pioneer™ and (ii) initial revenue of $3.6 million recognized on our PRM contract.  For the six months ended March 31, 2026, product revenue decreased $0.7 million, or 2.9%, from the corresponding period of the prior fiscal year.   Revenue for the six months ended March 31, 2025 included a $17 million sale of ocean bottom nodes.  The decrease for the six months ended March 31, 2026 was partially offset by an increase in demand for our wireless land-based Pioneer™. 

 

 

Rental Revenue – For the three months ended March 31, 2026, rental revenue from our ocean bottom nodes was $0.7 million, compared to a negative position ($0.8 million) for the corresponding period of the prior fiscal year.  For the six months ended March 31, 2026, rental revenue from our ocean bottom nodes was $1.7 million, a decrease of $1.9 million, or 52.9%, in comparison to the corresponding period of the prior fiscal year.  During the second quarter of the prior fiscal year, we determined the collectability of a receivable from an ocean bottom 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 during the three months ended March 31, 2025.   The decrease in rental revenue for both periods was also due to lower utilization of our ocean bottom nodes rental fleet.  

 

Operating Income (Loss)

 

Operating loss associated with our Energy Solutions segment for the three months ended March 31, 2026, was $(4.8) million, compared $(6.7) million for the corresponding period of the prior fiscal year.  The decrease in operating loss was primarily due to the increase in revenue and related gross profits.  Operating loss for the six months ended March 31, 2026, was $(8.2) million, compared to operating income of $6.6 million for the corresponding period of the prior fiscal year.   This decrease was primarily attributable to the decrease in revenue, largely rental revenue, coupled by a high gross margin on our $17 million sale of ocean bottom nodes in the first quarter of fiscal year 2025.

 

17

 

Intelligent Industrial

 

Revenue

 

Revenue from our Intelligent Industrial segment for the three months ended March 31, 2026, increased $0.4 million, or 7.1%, from the corresponding period of the prior fiscal year.  The increase was primarily due to an increase in demand for our contract manufacturing services.  Revenue from our Intelligent Industrial segment for the six months ended March 31, 2026, decreased $0.1 million, or 0.4%, from the corresponding period of the prior fiscal year. The decrease in revenue for the six months ended March 31, 2026, was primarily due to a decrease in demand for our industrial sensor products, largely offset by increased demand for our contract manufacturing services. 

 

Operating Loss

 

Operating loss from our Intelligent Industrial segment for the three months ended March 31, 2026 decreased $0.7 million, or 54.4%, from the corresponding period of the prior fiscal year.  The decrease in operating loss for the three months ended March 31, 2026 was primarily due to the increase in revenue and related gross profits.  Operating loss for the six months ended March 31, 2026 decreased $0.8 million, or 37.1%, from the corresponding period of the prior fiscal year.  The decrease in operating loss for the six months ended March 31, 2026 was primarily due to lower research and development expense, principally personnel costs.  

 

Liquidity and Capital Resources

 

At March 31, 2026, we had $13.4 million in cash and cash equivalents.  For the six months ended March 31, 2026, we used $16.7 million of cash from operating activities.  Uses of cash included (i) our net loss of $20.8 million, offset by non-cash charges of $7.7 million resulting from deferred income taxes, depreciation, amortization, accretion, inventory obsolescence, stock-based compensation and provision for credit losses, a (ii) $2.8 million increase in inventories largely due to material purchases for use in our PRM contract, (iii) $2.4 million increase in notes receivable on product sales, (iv) $5.2 million decrease in trade accounts payable primarily due the timing of payments and (v) $2.6 million increase in other assets, primarily due to prepaid product purchases related to our PRM contract. These uses of cash were partially offset by a $9.1 million increase in other liabilities, primarily deferred contract liabilities related to our PRM contract. 

 

For the six months ended March 31, 2026, we generated cash of $4.0 million in investing activities. Sources of cash included $6.9 million of proceeds from the sale of rental equipment, partially offset by $3.0 million used for additions to our property, plant and equipment.  We do not expect significant cash investments in property, plant and equipment or our rental fleet for the remainder of fiscal year 2026.

 

For the six months ended March 31, 2026, we used $0.3 million from financing activities for tax payments on stock-based compensation for the exchange of common stock.

 

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On August 29, 2025, we amended and restated our credit agreement (“the Agreement”) with Woodforest National Bank.  The Agreement extended our revolving loan agreement, dated as of July 26, 2023, with Woodforest.  The Agreement is for a three-year term and provides a revolving credit facility with a maximum availability of $25 million.  Interest shall accrue on outstanding borrowings at 30 Day Term SOFR plus a margin equal to 2.75% per annum. We are required to make monthly interest payments on borrowed funds. The Agreement is secured by substantially all of our assets, except for certain excluded property. The Agreement requires us to maintain (i) a minimum consolidated tangible net worth of $85 million, (ii) minimum liquidity of $10 million, which includes cash and amounts available to borrow and (iii) a minimum asset coverage ratio of 2.00 to 1.00. The Agreement also requires us to maintain a springing minimum interest coverage ratio of at least 1.50 to 1.00, tested quarterly whenever (a) there is an outstanding balance on the revolving credit facility or (b) have letter of credit exposure greater than $1 million.  Effective December 31, 2025, we entered into a limited waiver agreement with Woodforest which waived our springing minimum interest coverage ratio through February 16, 2027.  At March 31, 2026 we were in compliance with all financial and non-financial covenants under the Agreement.  We had no debt outstanding at March 31, 2026 and had a borrowing availability of $25 million.

 

 On May 5, 2026, we entered into an amendment to our Agreement which removed the springing minimum interest coverage requirement. This amendment requires us to maintain a $2 million cash reserve pledged to Woodforest and is primarily secured by our Pinemont facility.

Our available cash and cash equivalents decreased $13 million during the first six months of fiscal year 2026, largely due to the decrease in revenue across all of our segments. At the end of the second quarter of fiscal year 2026 we implemented an organizational change plan, which included a voluntary early retirement plan available to eligible qualifying employees as well as a reduction in force. This plan will result in an approximate 20% reduction our global workforce, and together with cost-containment measures are expected to produce approximately $10 million of annualized cash savings.  We anticipate receiving our next installment payment from our PRM customer of approximately $35 million by the end of the calendar year.   

 

In the absence of future profitable results of operations, we may need to rely on other sources of liquidity to fund our future operations, including our backlog, executed rental contracts, available borrowings under the Agreement through its expiration in July 2028, sales or leveraging real estate assets, sales of rental assets and other liquidity sources which may be available to us. We currently believe that our cash, and amounts available under the Agreement if needed, will be sufficient to finance any future operating losses and planned capital expenditures through the next twelve months.

 

We do not have any obligations which meet the definition of an off-balance sheet arrangement, and which have or are reasonably likely to have a current or future effect on our financial statements or the items contained therein that are material to investors.

 

Contractual Obligations

 

Contingent Consideration

 

In August 2025, we acquired Geovox.  In connection with the acquisition, we recorded an initial contingent earn-out liability of $2.5 million.  Contingent payments, if any, will be based on eligible revenue generated during a four-year earn-out period.  The maximum amount of contingent payments is $3.3 million.  

 

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 a seven-year earn-out period. The contingent payments, if any, will be derived from certain eligible revenue generated during the earn-out period from products and services sold by Aquana. There is no maximum limit to the contingent cash payments that could be made. The Merger Agreement requires the continued employment of a certain key employee and former member of Aquana for the first five years of the seven-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. 

 

See Note 11 to our consolidated financial statements in this Quarterly Report on Form 10-Q for more information on our contractual contingencies.

 

Critical Accounting Estimates

 

During the six months ended March 31, 2026, there has been no material change to our critical accounting estimates discussed in Item 7 of our Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

 

Recent Accounting Pronouncements

 

Please refer to Note 1 to our consolidated financial statements contained in this Quarterly Report on Form 10-Q for a discussion of recent accounting pronouncements.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item, in accordance with Item 305(e) of Regulation S-K.

 

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Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

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

 

In connection with the preparation of this Quarterly Report on Form 10-Q, we carried out an evaluation under the supervision and with the participation of our management, including the CEO and CFO, as of March 31, 2026, of the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of March 31, 2026.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the fiscal quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

Item 5.  Other Information.

 

(a) None.

 

(b) None.

 

(c) During the quarter ended March 31, 2026, no director or officer adopted or terminated any (i) ‘Rule 10b5 1 trading arrangement,’ as defined in Item 408(a) of Regulation S K, intended to satisfy the affirmative defense conditions of Rule 10b5 1(c), or (ii) ‘non Rule 10b5 1 trading arrangement,’ as defined in Item 408(c) of Regulation S K.

 

 

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20

PART II - OTHER INFORMATION

 

Item 6. Exhibits

 

The following exhibits are filed with this Report on Form 10-Q or are incorporated by reference

 

3.1

 

Amended and Restated Certificate of Formation of Geospace Technologies Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed May 8, 2015).

     

3.2

 

Amended and Restated Bylaws of Geospace Technologies Corporation (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed August 8, 2019).

     
10.1*   First Amendment to Credit Agreement dated effective April 27, 2026 among the Company and each other person from time to time party thereto as borrower, and Woodforest National Bank, as lender.
     

31.1*

 

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934.

     

31.2*

 

Certification of the Chief Financial Officer pursuant Rule 13a-14(a) under the Securities and Exchange Act of 1934.

     

32.1**

 

Certification of the Chief Executive Officer pursuant 18 U.S.C. Section 1350.

     

32.2**

 

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350.

     

101*

 

The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Balance Sheets at March 31, 2026 and September 30, 2025, (ii) the Consolidated Statements of Operations for the three and six months ended March 31, 2026 and 2025, (iii) the Consolidated Statements of Comprehensive Loss for the three and six months ended March 31, 2026 and 2025, (iv) the Consolidated Statements of Stockholders’ Equity for the  three and six months ended March 31, 2026 and 2025 (v) the Consolidated Statements of Cash Flows for the six months ended March 31, 2026 and 2025 and (vi) Notes to Consolidated Financial Statements.

     

104*

 

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 formatted in Inline XBRL and contained in Exhibit 101.

 

* Filed with this Quarterly Report on Form 10-Q

** Furnished with this Quarterly Report on Form 10-Q

 

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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 thereunto duly authorized.

 

                                                                                                   GEOSPACE TECHNOLOGIES CORPORATION
 
 

 

Date:

 

May 8, 2026

By:

 

/s/ Richard J. Kelley

         

Richard J. Kelley, President

         

and Chief Executive Officer

         

(duly authorized officer)

 

Date:

 

 May 8, 2026

By:

 

/s/ Robert L. Curda

         

Robert L. Curda, Vice President,

         

Executive Vice President, Chief Financial Officer and Secretary

         

(principal financial officer)

 

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FAQ

How did Geospace Technologies (GEOS) perform financially in Q2 2026?

Geospace posted a net loss of $11.0 million, or $0.86 per share, for the quarter ended March 31, 2026. Revenue rose to $19.7 million from $18.0 million, helped by initial $3.6 million PRM contract revenue, but margins were weaker than the prior year.

What drove the year-to-date revenue decline for Geospace Technologies (GEOS)?

Six-month revenue fell to $45.3 million from $55.2 million, mainly due to lower Smart Water sales and the absence of a prior-year $17 million ocean-bottom node sale in Energy Solutions. This more than offset growth in land-based wireless products and initial PRM-related revenue.

What is the status of Geospace Technologies’ PRM contract and backlog?

Geospace began production on a permanent reservoir monitoring contract in Q2 2026 and recognized $3.6 million of PRM revenue in the quarter. The company reports about $89 million of transaction price allocated to unsatisfied performance obligations, mostly expected to be fulfilled by the third quarter of fiscal 2027.

How strong is Geospace Technologies’ (GEOS) liquidity and debt position?

At March 31, 2026, Geospace held $13.4 million in cash and cash equivalents and had no long-term debt. It also had a $25 million undrawn revolving credit facility, subject to covenants including minimum tangible net worth and liquidity requirements under its Woodforest National Bank agreement.

What workforce and cost actions did Geospace Technologies undertake in 2026?

At the end of Q2 2026, Geospace implemented an organizational change plan, including a voluntary early retirement program and reduction in force. The plan targets about a 20% reduction in global headcount and is expected to generate approximately $10 million in annualized cash savings, with related termination costs of roughly $1.4 million.

Why did Smart Water segment revenue decline for Geospace Technologies (GEOS)?

Smart Water revenue fell to $3.7 million in the quarter and $9.5 million for six months, down 60.6% and 43.4% year over year. Management attributes the decline mainly to reduced demand for Hydroconn® cable and connector products after customers previously overstocked in the prior fiscal year.

What contingent consideration obligations does Geospace Technologies have?

Geospace recorded a contingent earn-out liability related to its August 2025 Geovox acquisition, with an initial fair value of $2.5 million and a maximum potential payout of $3.3 million. Payments depend on eligible revenue over a four-year period, and the liability’s fair value was $2.7 million at March 31, 2026.