GEOS Agrees Three-Year $25M Revolver; Covenants Include $85M Tangible Net Worth

Rhea-AI Filing Summary

Geospace Technologies Corporation entered into a First Amended and Restated Credit Agreement with Woodforest National Bank providing a three-year revolving credit facility with maximum availability of $25.0 million. The facility continues and extends the company’s prior revolving loan and accrues interest at the company’s option of 30‑day Term SOFR + 2.75% or an Alternate Base Rate + 2.75%, with monthly interest payments required.

The agreement is secured by substantially all assets of the borrowers $85.0 million, minimum liquidity of $10.0 million, a minimum asset coverage ratio of 2.00 to 1.00, and a springing minimum interest coverage ratio of 1.50 to 1.00 tested quarterly under specified conditions.

Positive

• $25.0 million revolving credit facility provides immediate liquidity and continuity of financing
• Three-year term extends and replaces prior agreement, preserving banking relationship with Woodforest National Bank
• Borrower option to choose between 30‑day Term SOFR + 2.75% or Alternate Base Rate + 2.75% offers interest-rate flexibility
• Facility is documented as a revolving line, allowing repeated borrowings up to the maximum availability

Negative

• Facility is secured by substantially all assets of the borrowers, restricting asset flexibility
• Several material covenants including minimum tangible net worth $85M, minimum liquidity $10M, and asset coverage 2.00:1
• A springing interest coverage ratio of 1.50:1 can be triggered when borrowings exist or LC exposure exceeds $1M, creating potential covenant volatility

Insights

Financial Analyst

TL;DR: Secures near-term liquidity with a $25M revolver at market-linked rates, supporting operations while preserving borrowing flexibility.

The three-year $25 million revolver provides tangible liquidity support and continuity of the company’s banking relationship with Woodforest National Bank. The pricing tied to 30-day Term SOFR or an alternate base rate plus a 2.75% margin is consistent with typical mid‑market credit facilities and gives the company rate-choice flexibility. Monthly interest payments and the secured nature of the facility indicate lender protection, while the covenants—minimum tangible net worth $85M and minimum liquidity $10M—are covenant-level metrics management must monitor closely to avoid default or restricted borrowing capacity.

Risk Analyst

TL;DR: Facility improves liquidity but includes multiple restrictive covenants and broad collateral that raise downside risk if financial metrics weaken.

The agreement’s security interest in substantially all assets increases recovery prospects for the lender and constrains the company’s ability to use certain assets freely. The springing interest coverage covenant, tested when borrowings exist or LC exposure exceeds $1 million, introduces potential volatility in covenant compliance tied to operating results or letter-of-credit usage. Management must actively manage liquidity and coverage ratios; breaches could trigger acceleration risk or tightened terms.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): August 29, 2025

GEOSPACE TECHNOLOGIES CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Texas	001-13601	76-0447780
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
7007 Pinemont, Houston, Texas		77040
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (713) 986-4444

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		GEOS		The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 1.01. Entry into a Material Definitive Agreement

On August 29, 2025, Geospace Technologies Corporation (the “Company”) entered into a First Amended and Restated Credit Agreement (“the Agreement”) by and among the Company and certain of the Company’s subsidiaries, as borrowers (the “Borrowers”), and Woodforest National Bank, as lender. The Agreement extended the Company’s Revolving Loan and Security Agreement, dated as of July 26, 2023, between the Company and Woodforest National Bank. 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 a rate equal to, at the Company’s option, (a) 30 Day Term SOFR plus a margin equal to 2.75% per annum or (b) an Alternate Base Rate plus a margin of 2.75% per annum, as applicable. The Borrowers are required to make monthly interest payments on borrowed funds. The Agreement is secured by substantially all of the assets of the Borrowers, 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 Borrowers 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) LC Exposure is greater than $1 million.

The above description of the Agreement is qualified in its entirety by reference to the complete text of the Revolving Loan and Security Agreement filed as filed as Exhibit 10.1 hereto, which is incorporated herein by reference. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Agreement.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information contained in Item 1.01 of this Current Report on Form 8-K is herein incorporated by reference.

Item 9.01. Financial Statements and Exhibits

Exhibit 10.1 First Amended and Restated Credit Agreement dated August 29, 2025 among Geospace Technologies Corporation, and each other person from time to time party thereto as a borrower, and Woodforest National Bank, as lender.

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GEOSPACE TECHNOLOGIES CORPORATION

Date: September 4, 2025

By: /s/ Robert L. Curda

Robert L. Curda

Executive Vice President, Chief Financial Officer

& Secretary

FAQ

What is the size and term of the new Geospace (GEOS) credit facility?

Geospace secured a $25.0 million revolving credit facility with a three-year term.

What interest rates apply to the GEOS revolving credit facility?

Interest accrues at the company’s option of 30‑day Term SOFR + 2.75% or an Alternate Base Rate + 2.75%, with monthly interest payments required.

What financial covenants must Geospace comply with under the agreement?

The company must maintain a minimum consolidated tangible net worth of $85.0 million, minimum liquidity of $10.0 million, and a minimum asset coverage ratio of 2.00 to 1.00; a springing interest coverage ratio of 1.50 to 1.00 applies when tested.

Are the loans secured under the GEOS credit agreement?

Yes, the Agreement is secured by substantially all assets of the borrowers, except for certain excluded property.

When is the interest coverage covenant tested under the agreement?

The springing minimum interest coverage ratio of 1.50 to 1.00 is tested quarterly whenever there is an outstanding revolving balance or when letter-of-credit exposure exceeds $1.0 million.