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Geospace Technologies Corporation

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FY2015 Annual Report · Geospace Technologies Corporation
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ANNUAL REPORT 2015 

F O R W A R D - L O O K I N G   S TAT E M E N T S : 

This Annual Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements 
other than statements of historical fact included herein including statements regarding potential future products and markets, our potential future revenues, future financial position, business 
strategy, future expectations and other plans and objectives for future operations, are forward-looking statements. We believe our forward-looking statements are reasonable. However, they 
are based on certain assumptions about our industry and our business that may in the future prove to be inaccurate. Important factors that could cause actual results to differ materially from 
our expectations include the level of seismic exploration worldwide, which is influenced primarily by prevailing prices for oil and gas, the extent to which our new products are accepted in the 
market, the availability of competitive products that may be more technologically advanced or otherwise preferable to our products, tensions in the Middle East and other factors disclosed under 
the heading “Risk Factors” and elsewhere in our Form 10-K which is on file with the Securities and Exchange Commission. Further, all written and verbal forward-looking statements attributable 
to us or persons acting on our behalf are expressly qualified in their entirety by such factors.

Rick Wheeler

Dear Fellow Shareholder:
For the fiscal year ended September 30, 2015, we reported revenues of $84.9 
million, and a net loss of $32.6 million, or $2.51 per diluted share. This compares 
with revenues of $236.9 million, and net income of $36.9 million, or $2.81 
per diluted share, in the prior year. While industry conditions are difficult, our 
balance sheet remains strong as we have zero debt and are maintaining a strict cost 
containment regime.

As I write, the energy industry is once again in a downturn. This descent has 
occurred more quickly and appears to be deeper than anyone would have 
imagined just one year ago. In light of all that has changed, it seems almost 
unimaginable that rig counts were at a peak in November 2014. 

In January 2015, in response to falling oil prices, large exploration and production 
companies were announcing significantly lower annual budgets, with capital 
spending 30-35% less than the preceding year. These new budgets came with 
provisos that spending could drop by 40-50%, if conditions didn’t immediately 
improve. They also demanded immediate 20-30% across-the-board price cuts 
from oil service companies for any of the services they might provide. 

Soon thereafter, exploration programs began to evaporate as many underway 
were abandoned altogether and plans for new work were shelved, resulting in the 
slashing of seismic crews and seismic data acquisition programs around the world. 

Management teams immediately began implementing stringent cost containment 
programs, reducing headcount and slashing inessential expenditures. While 
in stronger financial shape than many of our competitors, we also reduced our 
headcount and put stronger cost controls and spending disciplines in place.

Today, the downturn is already steeper and deeper than those seen in the 1980s 
and 2008-2010. In all but a few cases, it appears that exploration spending in 
North America and internationally is virtually shut down. 

Oil companies are once again assessing their budgets in light of the devaluation of 
their reserves and evaluation of their debt covenants. Barring significant market 
improvement, we have no doubt that 2016 will be another difficult year for the 
seismic industry. Many seismic contractors are struggling to stay alive, many will 
not survive and competition for the shrinking pool of business opportunities will 
be intense. Paradoxically, at a time when our market is at its weakest, a number of 
fledgling companies have entered our industry. We now have more competition 
than when the market was at its height.

While this downturn has its own distinct characteristics, it is not the first 
challenging downturn we’ve experienced. Not only is our team experienced at 
managing through downturns, but we are so keenly aware of their eventuality in 
our cyclical industry that we pride ourselves on maintaining fiscal discipline even 
when we are in the peaks of the cycle. 

 GEOSPACE TECHNOLOGIES ANNUAL REPORT 2015 

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Some of the major players in the oil and gas industry are now touting that they are scaling back 
on projects that should never have begun and are fueling the projects that they believe will enable 
them to thrive when the markets return. 

You won’t hear us make that claim. During peak periods, we maintain discipline. We only 
engage in projects we believe will yield tangible benefits for our customers. We do, however, use 
downturns to continue to pursue the development of long-term, game-changing technologies. 

In 2003, just after a time that saw oil prices sink below $30/Bbl, we introduced a new permanent 
reservoir monitoring system that BP is using in its Valhall field to increase production by an 
estimated 60 million barrels, or over 10%. 

In 2008, during the last downturn, we introduced the Geospace Seismic Recorder (GSR), a 
wireless land seismic data acquisition system that essentially changed the manner in which 
our clients operated, making their crews and data collection activities more efficient and cost 
effective. Since that introduction we have refined and evolved our suite of acquisition offerings to 
include complementary systems that operate across the spectrum of marine and transition zone 
environments.

Today, we are field-testing a new Line Health Recorder (LHR), small enough to be placed in a 
pocket or unobtrusively attached to any piece of equipment. The LHR can be carried on a daily 
basis by crew members as they go about their assignments. Without any interaction, the LHR will 
accumulate data on the recording units they encounter. At the end of the day, they turn in the 
LHR, its data is downloaded and the contractor then has an accurate reflection of the status of his 
system – without having to add any special training or technical capabilities to his existing crew. 

The LHR is but one of many projects our team is developing to maintain its commitment to 
enable our customers to acquire seismic data cost effectively, with the highest data fidelity 
available in the industry. 

We know that at some point the market for seismic equipment will return. At that time, we will 
have the necessary equipment for the energy industry as it seeks to find and increase its ability to 
extract oil and gas from each reservoir.

Until then, we will continue to pursue our commitment to engineer and manufacture products 
that improve our client’s operations, providing long-term reliability and profitability. Each day 
we still seek incremental improvements, if not game-changing advances. We will not waver in 
our commitment.

In other corporate news, we are pleased to welcome Mr. E. R. (“Bud”) Giesinger to our 2016 
board of directors as an independent director. Mr. Giesinger recently retired from KPMG LLP 
where he held the position as the firm’s Houston office Managing Partner. 

Rick Wheeler
President & Chief Executive Officer

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 GEOSPACE TECHNOLOGIES ANNUAL REPORT 2015 

ANNUAL REPORT 2015 

10K

UNITED STATES  
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  

FORM 10-K  

(cid:95)  Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Fiscal Year 

Ended September 30, 2015 OR

(cid:133)  Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934  

Commission file number 001-13601  

GEOSPACE TECHNOLOGIES CORPORATION  
(Exact Name of Registrant as Specified in Its Charter)  

Texas 
(State or Other Jurisdiction of  
Incorporation or Organization) 

76-0447780 
(I.R.S. Employer 
Identification No.) 

7007 Pinemont Drive  
Houston, Texas 77040-6601  
(Address of Principal Executive Offices)  
(713) 986-4444  
(Registrant’s telephone number, including area code)  
Securities Registered pursuant to Section 12(b) of the Act: 

Title of Each Class 
Common Stock 

Name of Each Exchange on Which Registered 
The NASDAQ Global Market 

Securities Registered pursuant to Section 12(g) of the Act:         NONE 

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  (cid:133)    No  (cid:95)  

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  (cid:133)    No  (cid:95)  

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  (cid:95)    No  (cid:133)  

Indicate  by  check  mark  whether  the  registrant  has  submitted  electronically  and  posted  on  its  corporate  Website,  if  any,  every  Interactive  Data  File 
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter 
period that the Registrant was required to submit and post such files).    Yes  (cid:95)    No  (cid:133)  

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and 
will  not be  contained,  to  the  best of  the  Registrant’s knowledge,  in  definitive  proxy  or  information  statements  incorporated  by  reference  in  Part III  of  this 
Form 10-K or any amendment to this Form 10-K. (cid:133)  

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. 

See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  

Large accelerated filer  (cid:133) 

Accelerated filer  (cid:95) 

Non-accelerated filer  (cid:133) 

Smaller reporting company  (cid:133) 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  (cid:133)    No  (cid:95)  

There were 13,147,916 shares of the Registrant’s Common Stock outstanding as of the close of business on October 31, 2015. As of March 31, 2015, 
the aggregate market value of the Registrant’s Common Stock held by non-affiliates was approximately $211 million (based upon the closing price of $16.51 
on March 31, 2015, as reported by The NASDAQ Global Market).  

Portions of the definitive proxy statement for the Registrant’s 2016 Annual Meeting of Stockholders are incorporated by reference into Part III of this report.  

DOCUMENTS INCORPORATED BY REFERENCE  

  
  
  
  
  
  
  
  
Item 1. Business  

Business Overview  

PART I  

Geospace Technologies Corporation reincorporated as a Texas corporation effective April 16, 2015.  We originally incorporated 
as a Delaware corporation on September 27, 1994. Unless  otherwise  specified, the discussion  in  this  Annual  Report on Form 10-K 
refers to Geospace Technologies Corporation and its subsidiaries. We design and manufacture instruments and equipment used in the 
oil and gas industry to acquire seismic data in order to locate, characterize and monitor hydrocarbon producing reservoirs. We also 
design and manufacture non-seismic products, including industrial products, offshore cables, thermal printing equipment and film. We 
report and categorize our customers and products into two different segments: Seismic and Non-Seismic. 

We have engaged in the seismic instrument and equipment business since 1980 and market our products primarily to the oil and 
gas industry. Demand for our products has been, and will likely continue to be, vulnerable to downturns in the economy and the oil 
and gas industry in general. For more information, please refer to the risks discussed under the heading “Risk Factors”.  

Products and Product Development 

Seismic Products  

Our seismic business segment accounts 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. Our seismic product lines currently consist of land and marine nodal data acquisition 
systems,  permanent  land  and  seabed  reservoir  monitoring  products  and  services,  geophones  and  geophone  strings,  hydrophones, 
leader  wire,  connectors,  telemetry  cables,  marine  streamer  retrieval  and  steering  devices  and  various  other  products.  Our  seismic 
products are compatible with most major competitive seismic data acquisition systems currently in use. We believe that our seismic 
products are among the most technologically advanced instruments and equipment available for seismic data acquisition.  

Traditional Products  

An energy source and a data recording system are combined to acquire seismic data. We provide many of the components of 
seismic  data  recording  systems,  including  geophones,  hydrophones,  multi-component  sensors,  leader  wire,  geophone  strings, 
connectors, seismic telemetry cables and other seismic related products. On land, our customers use geophones, leader wire, cables 
and connectors to receive and measure seismic reflections resulting from an energy source into data recording units, which store the 
seismic information for subsequent processing and analysis. In the marine environment, large ocean-going vessels tow long seismic 
cables  known  as  “streamers”  containing  hydrophones  which  are  used  to  detect  pressure  changes.  Hydrophones  transmit  electrical 
impulses back to the vessel’s data recording unit where the seismic data is stored for subsequent processing and analysis. Our marine 
seismic products help steer streamers while being towed and help recover streamers if they become disconnected from the vessel.  

Our seismic sensor, cable and connector products are compatible with most major competitive seismic data acquisition systems 
currently  in  use.  Sales  result  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.  

Our  products  used  in  marine  seismic  data  acquisition  include  our  marine  seismic  streamer  retrieval  devices  (“SRDs”). 
Occasionally, streamer cables are severed and become disconnected from the vessel as a result of obstacles, inclement weather, vessel 
traffic  or  human  error.  Our  SRDs,  which  are  attached  to  the  streamer  cables,  contain  air  bags  which  are  designed  to  inflate 
automatically at a given  water depth, bringing the  severed  streamer cables to the  surface. These SRDs save the seismic contractors 
significant  time  and  money  compared  to  the  alternative  of  losing  the  streamer  cable.  We  also  produce  seismic  streamer  steering 
devices,  or  “birds,”  which  are  fin-like  devices  that  attach  to  the  streamer  cable.  These  birds  help  maintain  the  streamer  cable  at  a 
certain desired depth as it is being towed through the water.  

Our wholly-owned subsidiary in the Russian Federation manufactures international standard geophones, sensors, seismic leader 
wire, seismic telemetry cables and related seismic products for customers in the  Russian Federation and other international seismic 
marketplaces. We have a branch office in Colombia that primarily rents seismic equipment to our customers in the South American 

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market. Operating in foreign locations involves certain risks as discussed under the heading “Risk Factors – Our Foreign Subsidiaries 
and Foreign Marketing Efforts Face Additional Risks and Difficulties” in this Annual Report on Form 10-K.  

Wireless Products  

We  have  developed  a  land-based  wireless  (or  nodal)  seismic  data  acquisition  system  called  the  GSX.    Each  GSX  station 
operates  independently  and  therefore  can  be  deployed  in  virtually  unlimited  channel  configurations.    Rather  than  utilizing 
interconnecting cables as required by most traditional land data acquisition systems, each GSX station operates as an independent data 
collection system.  As a result, our GSX system requires less maintenance, which we believe allows our customers to operate more 
effectively  and  efficiently  because  of  its  reduced  environmental  impact,  lower  weight  and  ease  of  operation.    Our  GSX  system  is 
designed into configurations ranging from one to four channels per station.  Since its introduction in 2008 and through September 30, 
2015, we have sold 331,000 GSX channels and we have 130,000 GSX channels in our rental fleet.  We do not expect to expand our 
GSX rental fleet in the foreseeable future.    

We have also developed a marine-based  wireless seismic  data acquisition system called the OBX.  Similar to our GSX land-
based  wireless system, the  marine OBX system can be deployed in virtually  unlimited channel configurations and does not require 
interconnecting cables between each station.  Our deep water versions of the OBX system can be deployed in depths of up to 3,450 
meters.  Through September 30, 2015, we have sold 450 OBX stations and we have 4,400 OBX stations in our rental fleet.  We expect 
to  make  additional  investments  in  our  OBX  rental  fleet  in  fiscal  year  2016  as  a  result  of  a  recent  agreement  executed  with  an 
international seismic contractor. 

Reservoir Products  

Seismic surveys repeated over selected time intervals show dynamic changes within the reservoir and can be used to monitor the 
effects of oil and gas production. In this regard, we have developed permanently installed high-definition reservoir monitoring systems 
for land and ocean-bottom applications in producing oil and gas  fields. We also produce a retrievable  version of our  ocean-bottom 
system for use on fields where permanently installed systems are not appropriate or economical. Utilizing these tools, producers can 
enhance the recovery of oil and gas deposits over the life of a reservoir. 

Our  high-definition  reservoir  monitoring  products  include  the  HDSeis™  product  line  and  a  suite  of  borehole  and  reservoir 
monitoring products and services. Our HDSeis™ system is a high-definition seismic data acquisition system with flexible architecture 
that allows it to be configured as a borehole seismic system or as a subsurface system for both land and marine reservoir-monitoring 
projects.  The  scalable  architecture  of  the  HDSeis™  system  enables  custom  designed  system  configuration  for  applications  ranging 
from low-channel engineering and environmental-scale surveys requiring a minimum number of recording channels to high-channel 
surveys required to efficiently conduct permanent reservoir imaging and monitoring. Modular architecture allows virtually unlimited 
channel expansion. In addition, multi-system synchronization features make the HDSeis™ system well suited for multi-well or multi-
site acquisition, simultaneous surface and downhole acquisition and continuous reservoir monitoring projects.  

Reservoir  monitoring  requires  special  purpose  or  custom  designed  systems  in  which  portability  becomes  less  critical  and 
functional  reliability  assumes  greater  importance.  This  reliability  factor  helps  assure  successful  operations  in  inaccessible  locations 
over  a  considerable  period  of  time.  Additionally,  reservoirs  located  in  deep  water  or  harsh  environments  require  special 
instrumentation  and  new  techniques  to  maximize  recovery.  Reservoir  monitoring  also  requires  high-bandwidth,  high-resolution 
seismic data for engineering project planning and reservoir management. We believe our HDSeis™ System and tools, designed for 
cost-effective deployment and lifetime performance, will make borehole and seabed seismic acquisition a cost-effective and reliable 
process for the challenges of reservoir monitoring. Our multi-component seismic product developments include an omni-directional 
geophone for use in reservoir monitoring, a compact marine three-component or four-component gimbaled sensor and special-purpose 
connectors, connector arrays and cases.  

In  November  2012,  we  received  an  order  from  Statoil  (the  “Statoil  Order”)  for  $171.7  million,  including  amendments,  to 
instrument two reservoirs in the North Sea.  During the fiscal years ended September 30, 2013 and 2014, we recognized revenue of 
$109.6 million and $62.1 million, respectively, from the Statoil Order using the percentage of completion revenue recognition method.   
During the fiscal year ended September 30, 2014, we also delivered a $5.0 million permanent land reservoir monitoring system for use 

2 

in Saudi Arabia and a $4.4 million system to enlarge BP’s existing Valhall field system.  We did not deliver nor did we receive orders 
for any permanent reservoir monitoring systems during fiscal year 2015.    

In addition, we produce seismic borehole acquisition systems which 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 fracturing operations.  

Non-Seismic Products 

Our  non-seismic  businesses  leverage  upon  our  existing  manufacturing  facilities  and  engineering  capabilities.  We  have  found 
that many of our seismic products, with little or no modification, have direct application to industries beyond those involved in oil and 
gas  exploration  and  development.  For  example,  our  customers  utilize  our  borehole  tools  to  monitor  subsurface  carbon  dioxide 
injections and for mine safety applications.  

Our  non-seismic  products  include  thermal  imaging  products  targeted  at  the  commercial  graphics  industry  as  well  as  various 
industrial  products.  Our  industrial  products  include  (i) sensors  and  tools  for  vibration  monitoring,  mine  safety  application  and 
earthquake detection, (ii) cables for power and communication for the offshore oil and gas and offshore construction industries, and 
(iii) water meter cables and other specialty industrial cable and connector products.  

Business Strategy 

Our  long-term  business  strategy  is  focused  on  continued  investment  in  research  and  development,  expansion  of  our 
manufacturing and engineering capacity, expansion of our seismic equipment rental business, selective acquisitions, reinvestment of 
profits and minimizing debt obligations. 

(cid:120)(cid:3)

(cid:120)(cid:3)

(cid:120)(cid:3)

Continue  Investment  in  Research  and  Development  –  Historically,  our  growth  has  been  driven  through  our  internal 
development of new products targeted at the seismic industry.  In past years, our seismic product innovations included the 
introduction of borehole seismology tools, seabed permanent reservoir monitoring systems and wireless data acquisition 
systems.    These  innovative  technologies  are  the  result  of  our  continuous  investment  in  research  and  development 
initiatives,  even  during  difficult  industry  cycles  when  we  experience  a  significant  decline  in  customer  demand  for  our 
products.    We  believe  our  past  growth  is  a  direct  result  of  this  strategy  and  we  intend  to  continue  such  research  and 
development investments. 

Attract  and  Retain  Engineering  Staff  –  Our  engineering  staff  has  been  key  to  our  success,  we  intend  to  continue  our 
tradition of retaining and attracting engineering staff and providing appropriate compensation and benefits. 

Expand Manufacturing and Engineering Capacity to Accommodate Future Growth – Our new product innovations have 
led to significant revenue growth in previous years.  Since our initial public offering in 1997 and through fiscal year 2015, 
we  have  expanded  our  manufacturing,  warehousing,  engineering  and  office  space  from  99,000  square  feet  to  648,000 
square  feet.    Early  in  fiscal  year  2013,  we  received  a  large  order  from  Statoil  to  design  and  manufacture  two  seabed 
permanent  reservoir  monitoring  systems.    This  order  required  substantially  all  of  our  manufacturing  capacity  and 
capabilities  for  a  period  of  approximately  18  months,  requiring  us  to  outsource  many  of  our  routine  manufacturing 
activities  and  to  turn  away  potential  customer  orders  for  other  products.    Furthermore,  we  had  no  spare  manufacturing 
capacity to accommodate any other large order for a permanent reservoir monitoring system, should one have occurred.  
We believe we are the world leader in the design and manufacture of these systems.  As such, we expect to receive future 
orders for large-scale reservoir  monitoring  systems  which  may exceed the  magnitude of the Statoil Order, although the 
timing and frequency of such orders, if any, is unknown.  We are currently experiencing depressed industry conditions as 
a  result  of  lower  crude  oil  prices  and  their  impact  upon  capital  spending  in  the  oil  and  gas  industry  worldwide.    The 
resulting  significant  decline  in  seismic  product  orders  and,  in  particular,  the  lack  of  any  orders  for permanent  reservoir 
monitoring  systems,  have  required  us  to  defer  our  plans  to  expand  our  manufacturing  and  engineering  facilities  until 
product  demand,  including  demand  for  large  permanent  reservoir  monitoring  systems,  and  factory  capacity  utilization 
return to levels comparable to those we experienced during fiscal year 2013. 

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Expand our Seismic Equipment Rental Business – We have offered seismic equipment to our customers on a rental basis 
for many years, originally through our subsidiary in Canada. Following our introduction of new wireless data acquisition 

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technology in 2008, we began offering our newly introduced GSX systems for rent in 2009, and at that time we initiated a 
rental  fleet  of  2,000  GSX  channels.    At  the  conclusion  of  fiscal  year  2015,  our  rental  fleet  contained  130,000  GSX 
channels  which  are  warehoused  in  North  America,  South  America  and  Europe.    Many  current  owners  of  our  GSX 
channels were initially introduced to the product through a rental.  We believe this rental strategy has contributed to the 
sale of 331,000 GSX channels since its introduction in 2008.  We have also expanded this rental strategy to our marine 
OBX  wireless  system.    At  the  conclusion  of  fiscal  year  2015,  our  rental  fleet  contained  4,400  OBX  stations.    While 
demand has declined substantially for the rental of our GSX equipment due to the significant underutilization of customer-
owned land data acquisition systems,  we expect our OBX rental revenue to increase in fiscal year 2016 as a result of a 
recent agreement executed with an international seismic contractor.  We plan to meet this demand by adding additional 
OBX stations to our rental fleet.  We believe our rental business creates opportunities for us to demonstrate the qualities 
and  benefits  of  new  products  like  the  GSX  and  OBX  to  potential  customers  without  requiring  the  customer  to  make  a 
large upfront capital investment.  As a result, we will continue adding new product technologies to our rental fleet to meet 
customer demand. 

Selectively  Pursue  Acquisitions  of  Businesses  with  Technological  and  Engineering  Overlap  –  The  seismic  industry 
periodically  experiences  volatile  business  cycles  requiring  us  to  rapidly  increase  and  decrease  our  business  activities  to 
meet  the  industry’s  demand  for  our  products.    The  seismic  industry  generally  offers  equipment  manufacturers  like  us 
limited  visibility  into  new  orders  creating  challenges  for  us  to  manage  our  manufacturing  capacity,  workforce  and 
working capital.  While our primary growth initiative is to expand our seismic product offerings, we may also seek out 
other  non-seismic  business  opportunities  which  complement  our  existing  products,  engineering  and  manufacturing 
capabilities, and company-wide culture.  While we routinely evaluate both seismic and non-seismic business acquisition 
opportunities,  we  may  direct  these  efforts  toward  non-seismic  businesses  in  order  to  diversify  our  revenue  base  and 
expose us to different markets with different business cycles. 

Reinvest Profits and Minimize Debt Obligations – Our growth over the years has resulted from the reinvestment of our 
cash  profits  back  into  engineering  projects,  plant  additions,  rental  fleet  development  and  expansion,  small  niche 
acquisitions and  working capital expansion.  While  we are  not opposed to moderate amounts of  short-term debt during 
favorable business cycles, we choose to minimize our exposure to long-term debt obligations which, in our view, restrict 
our  ability  to  operate  during  periodic  difficult  business  cycles  in  the  seismic  industry  similar  to  the  current  business 
environment.  We believe this strategy has allowed us to achieve higher revenue and profit growth than our peers, many of 
whom have significant long-term debt burdens.  We also believe that the value of our common shares outstanding will be 
best served in the long-term by reinvesting our cash profits back into the business.  In this regard, we do not anticipate 
paying any cash dividends in the foreseeable future, nor do we expect to initiate a buy-back program to repurchase our 
common stock. 

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Segment and Geographic Information  

We report and categorize our sales and products into two business segments: Seismic and Non-Seismic. Our Seismic product 
lines  currently  include  land  and  marine  wireless  data  acquisition  systems,  seabed  permanent  reservoir  monitoring  systems  and 
services,  geophones  and  geophone  strings,  hydrophones,  leader  wire,  connectors,  telemetry  cables,  marine  streamer  retrieval  and 
steering  devices  and  various  other  products.    Our  Non-Seismic  product  lines  include  thermal  imaging  and  industrial  products. 
Frequently, we have a minor amount of Seismic product sales to our Non-Seismic customers. For a discussion of financial information 
by segment and geographic area, see Note 19 to the consolidated financial statements contained in this Annual Report on Form 10-K.  

Competition  

Seismic Products  

We are one of the world’s largest designers and manufacturers of seismic related products. The principal competitors for many 
of our traditional seismic products are Sercel (a division of CGG), ION Geophysical (“ION”), INOVA (a joint venture formed in 2009 
between  ION  and  Bureau  of  Geophysical  Prospecting,  a  subsidiary  of  China  National  Petroleum  Company)  and  Steward  Cable  (a 
division  of  Amphenol  Corporation).  Furthermore,  entities  in  China  affiliated  with  Sercel  as  well  as  other  Chinese  manufacturers 
produce  low-cost  geophones  meeting  current  industry  standards.      Geophones  are  generally  price  sensitive,  so  the  ability  to 

4 

manufacture these products at a low cost is essential to maintain market share.  We believe our primary competitor in the manufacture 
of our marine products is Sercel.  

The  primary  competitors  for  our  land  wireless  data  acquisition  systems  are  Sercel,  Fairfield  Industries,  INOVA  Wireless 
Seismic and numerous smaller entities. We believe the primary competitors for our marine nodal data acquisition systems are marine 
seismic data acquisition service providers like Fairfield Industries, Seabed Geosolutions (a joint venture formed between Fugro and 
CGG),  and  Magseis  ASA,  each  of  whom  utilizes  their  own  proprietary  nodal  technology.    For  land  and  marine  wireless  data 
acquisition systems,  while price is an  important factor in a customer’s decision to purchase the product,  we believe customers also 
place  a  high  value  on  a  product’s  historical  performance  and  the  ongoing  engineering  and  field  support  provided  by  the  product’s 
manufacturer. 

Our primary competitors for rental of our traditional and wireless seismic equipment are Mitcham Industries, Inc. and Seismic 

Equipment Solutions.  

Our  primary  competitors  for  our  seabed  permanent  reservoir  monitoring  systems  are  Alcatel-Lucent  and  Petroleum  Geo-
Services ASA.  We believe our primary competitors for high-definition borehole seismic data acquisition systems are Avalon Sciences 
Ltd  and  Sercel.  A  product’s  historical  performance,  field  support  and  engineering  capabilities  are  important  factors  for  receiving 
orders for our seismic reservoir products.  

The  principal  keys  for  success  in  the  seismic  instruments  and  equipment  market  are  technological  superiority,  product 
durability,  reliability,  and  customer  support.  Price  and  product  delivery  are  always  important  considerations  for  our  customers.  In 
general, most customers prefer to standardize data acquisition systems, geophones and hydrophones, particularly if they are used by 
seismic  companies  that  have  multiple  crews  which  are  able  to  support  each  other.  This  standardization  makes  it  difficult  for 
competitive manufacturers to gain market share from other manufacturers with existing customer relationships.  

As  mentioned  above,  a  key  factor  for  seismic  instruments  and  equipment  manufacturers  is  durability  under  harsh  field 
conditions.  Seismic  instruments  and  equipment  must  meet  not  only  rigorous  technical  specifications  regarding  signal  integrity  and 
sensitivity, but must also be extremely rugged and durable to withstand the rigors of field use, often in harsh environments. 

Non-Seismic Products  

There are numerous competitors and competitive technologies for our thermal imaging products including other thermal device 
manufacturers  and  manufacturers  of  direct-to-screen  and  inkjet  solutions  similar  to  those  offered  by  Hewlett  Packard.    Our  non-
seismic industrial products face competition from numerous domestic and international specialty product manufacturers. 

Suppliers  

We purchase raw materials from a variety of suppliers located in various countries. We typically have multiple suppliers for our 

critical materials.  

We  produce  our  own  brand  of  dry  thermal  film  internally.  We  also  purchase  a  substantial  quantity  of  dry  thermal  film 
manufactured  by  Agfa-Gevaert  N.V.    In  addition,  we  manufacture  variants  of  our  marine  wireless  products  using  a  timing  device 
manufactured by Microsemi Corporation.  For a discussion of the risks related to our reliance on these suppliers, see “Risk Factors – 
We Rely on Key Suppliers for Certain Components Used in Our Products.”  

We do not currently experience any significant difficulties in obtaining raw materials from our suppliers for the production of 

our seismic or non-seismic products.  

Product Manufacturing and Assembly  

Our manufacturing and product assembly operations consist of machining, molding or cabling the necessary component parts, 
configuring  these  parts  along  with  components  received  from  various  vendors  and  assembling  a  final  product.  We  manufacture 
seismic equipment to the specifications of our customers.  For example, we can armor cables for applications such as deep water uses. 
We assemble geophone strings and seismic telemetry cables based on a number of customer choices such as length, gauge, tolerance 

5 

and color of molded parts. With regard to dry thermal film, we mix and react various chemicals to formulate a reactive layer that is 
then coated onto a clear polyester film. Upon completion of our manufacturing and assembly operations, we test our final products to 
the functional and, in the case of seismic equipment, environmental extremes of product specifications and inspect the products for 
quality assurance. Consistent with industry practice, we normally manufacture and ship our products based on customer orders and, 
therefore, typically do not maintain significant inventories of finished goods held for sale, although we do stock significant amounts of 
finished good sub-assemblies in anticipation of future customer orders.  

Markets and Customers  

Our principal customers for our traditional and wireless seismic products are seismic contractors and, to a lesser extent, major 
independent and government-owned oil and gas companies that either operate their own seismic crews or specify seismic instrument 
and equipment preferences to contractors. For our deep water permanent reservoir monitoring products, our customers are generally 
large  international  oil  and  gas  companies  that  operate  long-term  offshore  oil  and  gas  producing  properties.  Our  thermal  imaging 
customers primarily consist of direct users of our equipment as well as specialized resellers that focus on the newsprint, silkscreen and 
corrugated  box  printing  industries.  Our  industrial  product  customers  consist  of  specialty  manufacturers,  research  institutions  and 
industrial  product  distributors.    No  customer  comprised  10%  of  our  revenue  during  fiscal  year  2015.    Revenue  recognition  for  the 
Statoil Order comprised 26.2% and 36.5% of our revenue for fiscal years 2014 and 2013, respectively.  The following table describes 
our sales by customer type (in thousands):  

Traditional seismic exploration product revenue...............................   $
Wireless seismic exploration product revenue ..................................    
Seismic reservoir product revenue ....................................................    
Non-seismic product revenue ............................................................    
Other ..................................................................................................    
$

YEAR ENDED SEPTEMBER 30, 
2014 

2013 

2015 
30,083    $
25,070 
5,412     
23,758     
544     
84,867    $

52,001     $ 
78,636  
84,309       
21,420       
546       
236,912     $ 

49,782 
87,316 
138,103 
24,578 
828 
300,607 

Intellectual Property  

We seek to protect our intellectual property by means of patents, trademarks, trade secrets and other measures. Although we do 
not consider any single patent essential to our success, we consider our patents regarding our marine seismic cable retrieval devices to 
be of particular value to us. These patents are scheduled to expire in 2022. At this time  we are not able to predict the effect of the 
patent expiration. We also hold patents on geophones, micro-geophones and seismic data acquisition and have pending applications on 
related  technology.    We  protect  our  proprietary  rights  to  our  technology  through  a  variety  of  methods,  including  confidentiality 
agreements  and  proprietary  information  agreements  with  suppliers,  employees,  consultants  and  others  who  may  have  access  to 
proprietary information.   

Research and Development  

We  expect  to  incur  significant  future  research  and  development  expenditures  aimed  at  the  development  of  additional  seismic 
and non-seismic products. We have incurred company-sponsored research and development expenses of $14.7 million, $16.5 million 
and $14.7 million during the fiscal years ended September 30, 2015, 2014 and 2013, respectively.  

Employees  

As of September 30, 2015, we employed 978 people predominantly on a full-time basis, of  which 659  were employed in the 
United States, 277 in the Russian Federation and the remainder in the United Kingdom, Canada, China and Colombia. Our employees 
in  the  Russian  Federation  belong  to  a  national  union  for  machine  manufacturers.  Our  remaining  employees  are  not  unionized.  We 
have never experienced a work stoppage and consider our relationship with our employees to be satisfactory.  

6 

  
 
  
   
   
 
 
  
  
Financial Information by Segment and Geographic Area  

For a discussion of financial information by segment and geographic area, see Note 19 to the consolidated financial statements 
contained in this Annual Report on Form 10-K. For a description of risks attendant to our foreign operations, please see “Risk Factors 
- Our Foreign Subsidiaries and Foreign Marketing Efforts Face Additional Risks and Difficulties.” 

Available Information  

We  file  annual,  quarterly  and  special  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. You may 
also read and copy any document we file at the SEC’s public reference room at 100 F Street, NE, Washington, DC 20549. Please call 
the SEC at 1-800-SEC-0330 for further information on their public reference room. Our SEC filings are also available to the public on 
our website at www.geospace.com. Please note that information contained on our website, whether currently posted or posted in the 
future, is not a part of this Annual Report on Form 10-K or the documents incorporated by reference in this Annual Report on Form 
10-K.  

Item 1A. Risk Factors 

Risk Factors  

Commodity Price Levels May Affect Demand for Our Products, Which Has and Could Continue to Materially and Adversely Affect 
our Results of Operations and Liquidity  

Demand for many of our products and the profitability of our operations depend primarily on the level of worldwide oil and gas 
exploration activity. Prevailing oil and gas prices, with an emphasis on crude oil prices, and market expectations regarding potential 
changes in such prices significantly affect the level of worldwide oil and gas exploration activity. During periods of improved energy 
commodity prices, the capital spending budgets of oil and natural gas operators tend to expand, which results in increased demand for 
our products. Conversely, in periods when these energy commodity prices deteriorate, such as is occurring in 2015, capital spending 
budgets of oil and natural gas operators tend to contract and the demand for our products generally weakens. Historically, the markets 
for oil and gas have been volatile and are subject to wide fluctuation in response to changes in the supply of and demand for oil and 
gas,  market  uncertainty and a variety of additional  factors  that are beyond our control. These factors include the level of consumer 
demand,  supplies  of  oil  and  natural  gas,  regional  and  international  economic  conditions,  weather  conditions,  domestic  and  foreign 
governmental regulations (including those related to climate change), price and availability of alternative fuels, political conditions, 
instability and hostilities in the Middle East and other significant oil-producing regions, increases and decreases in the supply of oil 
and  gas,  the  effect  of  worldwide  energy  conservation  measures  and  the  ability  of  OPEC  to  set  and  maintain  production  levels  and 
prices of foreign imports.  

Slow economic recovery in the United States, uncertainty  in the European  markets and  slowing economic  growth in  growing 
economies  like  those  in  China  and  India  could  lead  to  a  decline  in  demand  for  crude  oil  and  natural  gas.  Further  slowdowns  in 
economic activity would likely reduce worldwide demand for energy and result in an extended period of lower crude oil and natural 
gas prices. Any material changes in oil and gas prices or other market trends that adversely impact seismic exploration activity would 
likely affect the demand for our products and could materially and adversely affect our results of operations and liquidity.  

Generally, as exists at present, imbalances in the supply and demand for oil and gas will ordinarily affect oil and gas prices and 

in such circumstances our company will be adversely affected as now with world supplies exceeding demand. 

Our  New  Products  Require  a  Substantial  Investment  by  Us  in  Research  and  Development  Expense  and  May  Not  Achieve  Market 
Acceptance  

Our  outlook  and  assumptions  are  based  on  various  macro-economic  factors  and  internal  assessments,  and  actual  market 
conditions could vary materially from those assumed. In recent years, we have incurred significant expenditures to fund our research 
and  development  efforts,  and  we  intend  to  continue  those  expenditures  in  the  future.  However,  research  and  development  is  by  its 
nature speculative, and we cannot assure you that these expenditures will result in the development of new products or services or that 
any new products and services we have developed recently or may develop in the future will be commercially marketable or profitable 
to us. In particular, we have incurred substantial expenditures to develop our land and marine wireless nodal seismic data acquisition 

7 

systems,  as  well  as  other  seismic  products  for  permanent  reservoir  monitoring  applications.  In  addition,  we  try  to  use  some  of our 
capabilities,  particularly  our  cable  manufacturing  capabilities,  to  supply  products  to  new  markets.  Further,  we  have  incurred 
substantial  expense  and  expended  significant  effort  to  develop  our  thermal  solutions  products.  We  cannot  assure  you  that  we  will 
realize our expectations regarding acceptance of and revenue generated by our new products and services in existing or new markets.  

The Short Term Nature of Our Order Backlog and Delayed or Canceled Customer Orders May Cause Us to Experience Fluctuations 
in Quarterly Results of Operations  

Historically,  the  rate  of  new  orders  for  our  products  has  varied  substantially  from  quarter  to  quarter.  Moreover,  we  typically 
operate,  and  expect  to  continue  operating,  on  the  basis  of  orders  in-hand  for  our  products  before  we  commence  substantial 
manufacturing “runs.” The short-term nature of our order backlog for most products generally does not allow us to predict with any 
accuracy  demand  for  our  products  more  than  approximately  three  months  in  advance.  Thus,  our  ability  to  replenish  orders  and  the 
completion of orders, particularly large orders for deep water permanent reservoir  monitoring projects, can significantly impact our 
operating  results  and  cash  flow  for  any  quarter,  and  results  of  operations  for  any  one  quarter  may  not  be  indicative  of  results  of 
operations for future quarters. 

Additionally, customers can delay or even cancel orders and rental contracts before delivery.  For larger orders, we attempt to 
negotiate  for  a  non-refundable  deposit  or  cancellation  penalties  depending  on  our  relationship  with  the  customer.    However,  such 
deposits or penalties, even when obtained, may not fully compensate us for our inventory investment and forgone profits if the order is 
ultimately cancelled.   

These periodic fluctuations in our operating results and the impact of any order delays/cancellations could adversely affect our 

stock price. 

Our Credit Risk Could Increase and We May Incur Bad Debt Write-Offs if Our Customers Face Difficult Economic Circumstances  

We believe that our allowance for bad debts is adequate in light of known circumstances. However, we cannot assure you that 
additional  amounts  attributable  to  uncollectible  receivables  and  bad  debt  write-offs  will  not  have  a  material  adverse  effect  on  our 
future results of operations. Many of our seismic customers are not well capitalized and as a result cannot always pay our invoices 
when  due.  We  have  in  the  past  incurred  write-offs  in  our  accounts  receivable  due  to  customer  credit  problems.  We  have  found  it 
necessary from time to time to extend trade credit, including promissory notes, to long-term customers and others where some risks of 
non-payment exist. With the recent decline in oil prices and a decline in seismic activities around the world, some of our customers 
may  experience  significant  liquidity  difficulties,  which  increase  those  credit  risks.  An  increase  in  the  level  of  bad  debts  and  any 
deterioration in our credit risk could adversely affect the price of our stock. In addition, we rent equipment to our customers which 
utilize  such  equipment  in  various  countries  around  the  world.  If  our  rental  customers  experience  financial  difficulties,  it  could  be 
difficult or impossible to retrieve our rental equipment from foreign countries.  

Our  Industry  is  Characterized  by  Rapid  Technological  Development  and  Product  Obsolescence,  Which  May  Affect  Our  Ability  to 
Provide Product Enhancements or New Products on a Timely and Cost Effective Basis  

Our instruments and equipment are constantly undergoing rapid technological improvement. Our future success depends on our 

ability to continue to:  

(cid:120)(cid:3)

(cid:120)(cid:3)

(cid:120)(cid:3)

(cid:120)(cid:3)

(cid:120)(cid:3)

(cid:120)(cid:3)

(cid:120)(cid:3)

improve our existing product lines,  

address the increasingly sophisticated needs of our customers,  

maintain a reputation for technological leadership,  

maintain market acceptance of our products,  

anticipate changes in technology and industry standards,  

respond to technological developments on a timely basis and  

develop new markets for our products and capabilities.  

8 

Current competitors or new market entrants may develop new technologies, products or standards that could render our products 
obsolete. We cannot assure you that we will be successful in developing and marketing, on a timely and cost effective basis, product 
enhancements or new products that respond to technological developments, that are accepted in the marketplace or that comply with 
new industry standards. Additionally, in anticipation of customer product orders, from time to time we acquire substantial quantities of 
inventories, which if not sold or integrated into products within a reasonable period of time, could become obsolete. In such case, we 
would be required to impair the value of such inventories on our balance sheet.  

We Operate in Highly Competitive Markets and Our Competitors May Be Able to Provide Newer or Better Products Than We Are 
Able  

The markets for most of our products are highly competitive. Many of our existing and potential competitors have substantially 
greater marketing, financial and technical resources than we do. Some competitors currently offer a broader range of instruments and 
equipment  for  sale  than  we  do  and  may  offer  financing  arrangements  to  customers  on  terms  that  we  may  not  be  able  to  match.  In 
addition, new competitors may enter the market and competition could intensify. As to our non-seismic thermal solutions products, we 
compete  with  other  printing  solutions,  including  inkjet  and  laser  printing  technologies,  many  of  which  are  provided  by  large 
companies with significant resources. 

We cannot assure you that sales of our products will continue at current volumes or prices if current competitors or new market 
entrants  introduce  new  products  with  better  features,  performance,  price  or  other  characteristics  than  our  products.  Competitive 
pressures or other factors may also result in significant price competition that could have a material adverse effect on our results of 
operations.  

The Limited Market for Our Seismic Products Can Affect Our Revenue in the Seismic Business Segment 

In our seismic business segment, we generally market our traditional and wireless products to seismic service contractors. We 
estimate that, based on published industry sources,  fewer than 50 seismic contracting companies are currently operating  worldwide 
(excluding those operating in the Russian Federation and the former Soviet Union, India, the People’s Republic of China and certain 
Eastern  European  countries,  where  seismic  data  acquisition  activity  is  difficult  to  verify).  We  estimate  that  fewer  than  20  seismic 
contractors are engaged in marine seismic exploration. Due to these market factors, a relatively small number of customers, some of 
whom are experiencing financial difficulties, account for most of our sales. From time to time, these seismic contractors have sought 
to vertically integrate and acquire our competitors, which has influenced their supplier decisions before and after such transactions. In 
addition, consolidation among our customers may further concentrate our business to a limited number of customers and expose us to 
increased risks related to dependence on a small number of customers. The loss of a small number of these customers could materially 
and adversely impact sales of our seismic products. We market our seabed permanent reservoir monitoring systems products to large 
oil  and  gas  companies.   Since  this  product’s  introduction  in  2002,  we  have  received  system  orders  from  three  offshore  oil  and  gas 
operators including BP, Shell and Statoil, which have accounted for a significant portion of our revenue in fiscal year 2014 and prior 
fiscal years.  We did not deliver nor have we received orders for any permanent reservoir monitoring systems during fiscal year 2015 
which caused a significant decline in our fiscal year 2015 revenue and profits from our seismic reservoir product segment.  

We Cannot Be Certain of the Effectiveness of Patent Protection on Our Products  

We hold and from time to time apply for certain patents relating to some of our seismic products. We also own several patents 
which relate to the development of dry thermal film. We cannot assure you that our patents will prove enforceable or free of challenge, 
that any patents will be issued for which we have applied or that competitors will not develop functionally similar technology outside 
the protection of any patents we have or may obtain.  

Our  Foreign  Subsidiaries  and  Foreign  Marketing  Efforts  Are  Subject  to  Additional  Political,  Economic,  Legal  and  Other 
Uncertainties Not Generally Associated with Domestic Operations 

Based  on  customer  billing  data,  sales  to  customers  outside  the  United  States  accounted  for  approximately  40%  of  our  sales 
during  fiscal  year  2015;  however,  we  believe  the  percentage  of  sales  outside  the  United  States  is  much  higher  since  many  of  our 
products are first delivered to a domestic location and ultimately shipped to a foreign location. We again expect sales outside of the 
United States to represent a substantial portion of our sales for fiscal year 2016 and subsequent years. 

9 

Foreign  sales  are  subject  to  special  risks  inherent  in  doing  business  outside  of  the  United  States,  including  the  risk  of  war, 
terrorist  activities,  civil  disturbances,  embargo  and  government  activities,  shifting  foreign  attitudes  about  conducting  business 
activities  with  the  United  States,  restrictions  of  the  movement  and  exchange  of  funds,  inhibitions  of  our  ability  to  collect  accounts 
receivable,  international  sanctions,  expropriation  and  nationalization  of  our  assets  or  those  of  our  customers,  currency  fluctuations, 
devaluations and conversion restrictions, confiscatory taxation or other adverse tax policies and governmental actions that may result 
in the deprivation of our contractual rights, all of which may disrupt markets or our operations. 

A  portion  of  our  manufacturing  is  conducted  through  our  subsidiary  Geospace  Technologies  Eurasia,  which  is  based  in  the 
Russian Federation. Our business could be directly affected by political and economic conditions in the Russian Federation, including 
the  current  geopolitical  instability  involving  the  Russian  Federation  and  Ukraine.    In  regards  to  Ukraine,  sanctions  levied  by  the 
United States government preclude the export of seismic equipment to the Russian Federation if it will be used directly or indirectly in 
Russia’s energy sector for exploration or production in (i) deepwater (greater than 500 feet), (ii) Arctic offshore or (iii) shale projects 
in  Russia  that  have  the  potential  to  produce  oil  or  gas.    Furthermore,  if  an  exporter  is  unable  to  determine  whether  its  seismic 
equipment  will  be  used  in  such  projects,  the  export  is  prohibited.    In  fiscal  year  2015,  we  imported  $2.9  million  of  products  from 
Geospace  Technologies  Eurasia  for  resale  elsewhere  in  the  world.    If  imports  of  these  products  from  the  Russian  Federation  are 
restricted by government regulation, we may be forced to find other sources for these products at potentially higher costs.  Boycotts, 
protests,  unfavorable  regulations,  additional  governmental  sanctions  and  other  actions  in  the  region  could  also  adversely  affect  our 
ability to operate profitably.  Delays in obtaining governmental approvals can affect our ability to timely deliver our products pursuant 
to  contractual  obligations,  which  could  result  in  us  being  liable  to  our  customers  for  damages.    The  risk  of  doing  business  in  the 
Russian Federation and other economically or politically volatile areas could adversely affect our operations and earnings. 

Foreign sales are also generally subject to the risk of compliance with additional laws, including tariff regulations and import 
and  export  restrictions.    International  sales  of  our  products  containing  hydrophones  require  prior  U.S.  government  approval  in  the 
form of an export license, which may be withheld by the U.S. government based upon factors which we cannot predict.   

We may experience difficulties in connection with future foreign sales. Additionally, due to foreign laws and restrictions, should 
we experience substantial growth in certain foreign markets, for example in the Russian Federation, we may not be able to transfer 
cash balances to the United States to assist with debt servicing or other obligations. 

Our Global Operations Expose Us to Risks Associated with Conducting Business Internationally, Including Failure to Comply with 
U.S. Laws Which Apply to International Operations, Such as the Foreign Corrupt Practices Act and US Export Control Laws, as well 
as the Laws of Other Countries 

We have offices in Colombia, Canada, China, the Russian Federation and the United Kingdom, in addition to our offices in the 
United States.  In additional to the risks  noted above that are inherent in conducting business internationally,  we are also liable for 
compliance  with  international  and  U.S.  laws  and  regulations  that  apply  to  our  international  operations.  These  laws  and  regulations 
include  data  privacy  requirements,  labor  relations  laws,  tax  laws,  anti-competition  regulations,  import  and  trade  restrictions,  export 
control  laws,  U.S.  laws  such  as  the  Foreign  Corrupt  Practices  Act  and  similar  laws  in  other  countries  which  also  prohibit  certain 
payments  to  governmental  officials  or  certain  payments  or  remunerations  to  customers.  Many  of  our  products  are  subject  to  U.S. 
export  law  restrictions  that  limit  the  destinations  and  types  of  customers  to  which  our  products  may  be  sold,  or  require  an  export 
license in connection with sales outside the United States. Given the high level of complexity of these laws, there is a risk that some 
provisions  may  be  inadvertently  or  intentionally  breached,  for  example  through  fraudulent  or  negligent  behavior  of  individual 
employees, our failure to comply with certain formal documentation requirements or otherwise. Additionally, we may be held liable 
for actions taken by our local dealers and partners. Violations of these laws and regulations could result in fines, criminal sanctions 
against  us,  our  officers  or  our  employees,  and  prohibitions  on  the  conduct  of  our  business.  Any  such  violations  could  include 
prohibitions on our ability to offer our products in one or more countries and could materially damage our reputation, our brand, our 
international expansion efforts, our ability to attract and retain employees, our business and our operating results. 

Our  Strategy  of  Leasing  Seismic  Products  Exposes  Us  to  Additional  Risks  Relating  to  Equipment  Recovery,  Lease  Renewals, 
Technological Obsolescence and Impairment of Assets 

Our rental fleet of seismic equipment represents a significant portion of our assets and accounts for a growing portion of our 
revenue.    Equipment  leased  by  our  customers  is  frequently  located  in  foreign  countries  where  retrieval  of  the  equipment  after  the 

10 

termination of the lease is difficult or impossible if the customer does not return the equipment.  The costs associated with retrieving 
this  equipment  or  the  loss  of  equipment  that  is  not  retrieved  could  be  significant  and  could  adversely  affect  our  operations  and 
earnings. 

The advancement of seismic technology having a significant competitive advantage over the equipment in our rental fleet could 
have an adverse effect on our ability to profitably lease and/or sell this equipment. Significant improvements in technology may also 
require us to recognize an asset impairment charge to our rental fleet investment and to invest significant sums to upgrade or replace 
our rental fleet with newer equipment demanded by our customers.  In addition, rental contracts may not be renewed for equipment in 
our  rental  fleet,  whether  or  not  it  has  become  obsolete.    Significant  technology  improvements  by  our  competitors  could  have  an 
adverse effect on our results of operations and earnings. 

Our equipment leasing business has high fixed costs, which primarily consist of depreciation expenses. In periods of declining 
rental  revenue,  these  fixed  costs  generally  do  not  decline.  As  a  result,  any  significant  decline  in  rental  revenue  caused  by  reduced 
demand could adversely affect our results of operations. 

Cybersecurity  Breaches  and  Other  Disruptions  of  our  Information  Technology  Network  and  Systems  Could  Adversely  Affect  our 
Business 

We rely on information technology networks and systems, some of which are owned and operated by third parties, to process, 
transmit  and  store  electronic  information.  In  particular,  we  depend  on  our  information  technology  infrastructure  for  a  variety  of 
functions, including worldwide financial reporting, inventory management, procurement, invoicing and email communications. Any 
of  these  systems  may  be  susceptible  to  outages  due  to  fire,  floods,  power  loss,  telecommunications  failures,  terrorist  attacks  and 
similar events. Despite the implementation of network security measures, our systems and those of third parties on which we rely may 
also  be  vulnerable  to  computer  viruses,  break-ins,  malware  and  similar  disruptions.  Malware,  if  surreptitiously  installed  on  our 
systems and not timely detected and removed, could collect and disclose sensitive information relating to our customers, employees or 
others, exposing us to legal liability and causing us to suffer reputational damage.  It could also lead to disruptions in critical systems 
or the corruption or destruction of critical data.  If we are unable to prevent such outages and breaches, these events could damage our 
reputation and lead to financial losses from remedial actions, loss of business or potential liability. 

Because We Have No Plans to Pay Any Dividends for the Foreseeable Future, Investors Must Look Solely to Stock Appreciation for a 
Return on Their Investment in Us 

We have not paid cash dividends on our common stock since our incorporation and do not anticipate paying any cash dividends 
in the foreseeable future. We currently intend to retain any future earnings to support our operations and growth. Any payment of cash 
dividends in the future will be dependent on the amount of funds legally available, our financial condition, capital requirements and 
other factors that our Board of Directors may deem relevant. Accordingly, investors must rely on sales of their common stock after 
price appreciation, which may never occur, as the only way to realize any future gains on their investment. 

Unfavorable Currency Exchange Rate Fluctuations Could Adversely Affect Our Results of Operations  

Substantially all of our third-party sales from the United States are made in U.S. dollars, though from time to time we may make 
sales in foreign currencies including intercompany sales. As a result, we may be subject to foreign currency fluctuations on our sales. 
The  reporting  currency  for  our  financial  statements  is  the  U.S.  dollar.  However,  the  assets,  liabilities,  revenue  and  costs  of  our 
Russian, Canadian, United Kingdom, Chinese and Colombian subsidiaries are denominated in currencies other than U.S. dollars. To 
prepare  our  consolidated  financial  statements,  we  must  translate  those  assets,  liabilities,  revenue  and  expenses  into  U.S.  dollars  at 
then-applicable exchange rates. Consequently, increases and decreases in the value of the U.S. dollar versus these other currencies will 
affect the amount of these items in our consolidated financial statements, even if their value has not changed in their original currency. 
These  translations  could  result  in  significant  changes  to  our  results  of  operations  from  period  to  period.  For  the  fiscal  year  ended 
September 30, 2015, approximately 10.6% of our consolidated revenue related to the operations of our foreign subsidiaries.  

11 

We Have a Relatively Small Public Float, and Our Stock Price May be Volatile  

At September 30, 2015, we have approximately 12.8 million shares outstanding held by non-affiliates. This small float results in 
a  relatively  illiquid  market  for  our  common  stock.  Our  daily  trading  volume  for  the  year  ended  September 30,  2015  averaged 
approximately  267,000  shares.  Our  small  float  and  daily  trading  volumes  have  in  the  past  caused,  and  may  in  the  future  result  in, 
significant volatility in our stock price.  

We Rely on Key Suppliers for Certain Components Used in Our Products  

While  we  currently  manufacture  dry  thermal  film,  we  also  purchase  a  large  quantity  of  dry  thermal  film  from  a  European 
manufacturer through its distributor. Except for the film produced by us and sold to us by this manufacturer/distributor, we know of no 
other source for dry thermal film that performs well in our thermal imaging equipment. If we are unable to economically manufacture 
dry thermal film internally or the European manufacturer/distributor we rely on were to discontinue producing dry thermal film, were 
to become unwilling to contract with us on competitive terms or were unable to supply dry thermal film in sufficient quantities to meet 
our  requirements,  our  ability  to  compete  in  the  thermal  imaging  marketplace  could  be  impaired,  which  could  adversely  affect  our 
financial performance.  

Certain models of our marine wireless products require a timing device we purchase from a United States manufacturer.  We 
currently do not possess the ability to manufacture this component and have no other source for this device.   If this manufacturer were 
to discontinue its production of this timing device, were to become unwilling to contract with us on competitive terms or were unable 
to supply the component in sufficient quantities to meet our requirements, our ability to compete in the marine wireless marketplace 
could be impaired, which could adversely affect our financial performance.  

Our Success Depends Upon a Limited Number of Key Personnel 

Our  success  depends  on  attracting  and  retaining  highly  skilled  professionals.  A  number  of  our  employees  are  highly  skilled 
engineers and other professionals. In addition, our success depends to a significant extent upon the abilities and efforts of the members 
of our senior management team. If we fail to continue to attract and retain such professionals, our ability to compete in the industry 
could be adversely affected. 

A General Downturn in the Economy in Future Periods May Adversely Affect Our Business  

Slow economic recovery in the United States, uncertainty in the European markets and slowing growth in China and India and 
any other economic slowdown in future periods, could adversely affect our business in ways that we cannot predict. During times of 
economic slowdown, our customers  may reduce their capital expenditures and defer or cancel pending projects and product orders. 
Such  developments  occur  even  among  customers  that  are  not  experiencing  financial  difficulties.  Any  economic  downturn  may 
adversely  affect  the  demand  for  oil  and  gas  generally  or  cause  volatility  in  oil  and  gas  commodity  prices  and,  therefore,  adversely 
affect  the  demand  for  delivery  of  our  products  to  the  oil  and  gas  industry.  It  could  also  adversely  affect  the  demand  for  consumer 
products, which could in turn adversely affect our thermal solutions business. To the extent these factors adversely affect other seismic 
companies  in  the  industry,  there  could  be  an  oversupply  of  products  and  services  and  downward  pressure  on  pricing  for  seismic 
products and services, which could adversely affect us. Additionally, bankruptcies or financial difficulties among our customers could 
reduce our cash flows and adversely impact our liquidity and profitability. See “The Limited Market for Our Seismic Products Can 
Affect Our Revenues in the Seismic Business,” above.  

We Have a Minimal Disaster Recovery Program at our Houston Facilities  

Due to its proximity to the Texas Gulf Coast, our facilities in Houston, Texas are annually subject to the threat of hurricanes, 
and the aftermath that follows. Hurricanes may cause, among other types of damage, the loss of electrical power for extended periods 
of  time.  If  we  lost  electrical  power  at  our  Pinemont  facility,  or  if  a  fire  or  other  natural  disaster  occurred,  we  would  be  unable  to 
continue our manufacturing operations during the power outage because we do not own a generator or any other back-up power source 
large enough to provide for our manufacturing power consumption needs. Additionally, we do not have an alternative manufacturing 
or  operating  location  in  the  United  States.  Therefore,  a  significant  disruption  in  our  manufacturing  operations  could  materially  and 
adversely affect our business operations during an extended period of a power outage, fire or other natural disaster. We have a back-up 
generator to provide power for our information technology operations.  We store our back-up data offsite and we replicate our mission 

12 

critical  data  to  an  alternative  cloud-based  data  center  on  a  real-time  basis.    In  the  event  of  a  major  service  interruption  in  our  data 
center, we believe we would be able to activate our mission critical applications within less than 24 hours.   

Our Credit Agreement Imposes Restrictions on Our Business  

We and several of our subsidiaries are parties to a credit agreement with a bank.  Amounts available for borrowing under the 
credit agreement are determined by a borrowing base,  which is determined based upon certain of our assets.  The credit agreement 
limits the incurrence of additional indebtedness, requires the maintenance of a single financial ratio that compares certain of our and 
our  U.S.  subsidiaries’  assets  to  certain  of  our  liabilities,  restricts  our  and  our  U.S.  subsidiaries’  ability  to  pay  cash  dividends  and 
contains other covenants customary in agreements of this type.  Our ability to comply with these restrictions may be affected by events 
beyond our control, including, but not limited to, prevailing economic, financial and industry conditions and continuing declines in our 
sales  of  products.    The  breach  of  any  of  these  covenants  or  restrictions,  as  well  as  any  failure  to  make  a  payment  of  interest  or 
principal  when  due,  could  result  in  a  default  under  the  credit  agreement.    Such  a  default  would  permit  our  lender  to  declare  any 
amounts borrowed from it to be due and payable, together with accrued and unpaid interest, and the ability to borrow under the credit 
agreement could be terminated. If we are unable to repay any debts owed to our lender, the lender could proceed against the collateral 
securing that debt. While we intend to seek alternative sources of cash in such a situation, there is no guarantee that any alternative 
cash source would be available or would be available on terms favorable to us.  

Reliance on Third Party Subcontractors Could Adversely Affect our Results of Operations and Reputation 

We  may  rely  on  subcontractors  to  complete  certain  projects.    The  quality  and  timing  of  production  and  services  by  our 
subcontractors  is  not  totally  under  our  control.    Reliance  on  subcontractors  gives  us  less  control  over  a  project  and  exposes  us  to 
significant  risks,  including  late  delivery,  substandard  quality  and  high  costs.    The  failure  of  our  subcontractors  to  deliver  quality 
products or services in a timely manner could adversely affect our profitability and reputation.    

The High Fixed Costs of our Operations Could Adversely Affect our Results of Operations.  

We have a high fixed cost structure primarily consisting of (i) depreciation expenses associated with our rental equipment and 
(ii)  fixed  manufacturing  costs  including  salaries  and  benefits,  taxes,  insurance,  maintenance,  depreciation  and  other  fixed 
manufacturing costs.  In regards to our rental equipment, large declines in the demand for rental equipment could result in substantial 
operating losses due to the on-going nature of rental equipment depreciation expense.  Concerning our product manufacturing costs, in 
periods of low product demand our fixed costs generally do not decline or may decline only in modest increments.  Therefore lower 
demand for our rental equipment and manufactured products could adversely affect our results of operations.  

Our Long-Lived Assets May be Subject to Impairment.  

We periodically assess our long-lived assets for impairment.  Significant sustained future decreases in oil and natural gas prices 
may  require  us  to  write  down  the  value  of  these  assets  if  future  cash  flows  anticipated  to  be  generated  from  the  related  assets  fall 
below the asset’s net book value.  If we are forced to write down the value of our long-lived assets, these noncash asset impairments 
could adversely affect our results of operations.  

Our Use of Percentage-of-Completion Method of Accounting Could Result in Volatility in our Results of Operations  

We  recognize  revenue  and  profits  from  larger  orders  like  the  Statoil  Order  using  the  percentage-of-completion  method  of 
accounting.  Although  we  currently  have  no  orders  in  hand  that  will  require  us  to  utilize  the  percentage-of-completion  method  of 
accounting, we anticipate that such contracts will again occur in the future although we can give no assurances in this regard.  This 
accounting method requires us to estimate contract costs and the profitability of our long-term contracts.  While such estimates may be 
reasonably  reliable  when  made,  these  estimates  can  change  as  a  result  of  uncertainties  associated  with  these  types  of  contracts.  
Accordingly, we review the contract price and cost estimates periodically as our manufacturing efforts progress, and the cumulative 
impact of any periodic revisions to the contract price or cost estimates will be reflected in the period in which these changes become 
known, including, to the extent required, the recognition of losses at the time such losses are known and estimable, and such losses 
could  be  material.  In  addition,  change  orders  can  increase  (sometimes  substantially)  the  future  scope  and  cost  of  a  job.  Therefore, 

13 

change  order  awards  (although  frequently  beneficial  in  the  long-term)  can  have  the  short-term  effect  of  reducing  the  contract’s 
percentage-of-completion and, thus, the revenue and profits that otherwise would be recognized to date.  

Item 1B. Unresolved Staff Comments  

None. 

Item 2. Properties  

As of September 30, 2015, our operations included the following locations:  

   Owned/Leased   

Location 
Houston, Texas .........................   Owned 
Houston, Texas .........................   Owned 
Houston, Texas .........................
Owned 
Houston, Texas .........................   Owned 
Houston, Texas .........................
Leased 
Ufa, Bashkortostan, Russia .......   Owned 
Calgary, Alberta, Canada ..........   Owned 
Luton, Bedfordshire, England ...    Owned 
Beijing, China ...........................   Leased 
Bogotá, Colombia .....................   Owned 

Approximate 
Square  
Footage/Acreage  

Use
387,000  See Note 1 below 
77,000  See Note 2 below 
30,000  See Note 3 below 
17.3 acres  See Note 4 below 
38,000 See Note 5 below 

  Seismic and non-seismic 
  Corporate 
  Seismic 
  Seismic 
Seismic 
120,000  Manufacturing, sales and service    Seismic 

Segment

45,000  Manufacturing, sales and service    Seismic and non-seismic 
8,000  Sales and service 
1,000  Sales and service 
19,000  Sales and service 

  Non-seismic 
  Seismic 
  Seismic 

While we believe that our facilities are adequate for our immediate needs, we are currently evaluating plans for the expansion of 

our Houston manufacturing and engineering facilities. 

(1)  This  property  is  located  at  7007  Pinemont  Drive  in  Houston,  Texas  (the  “Pinemont  Facility”).  The  Pinemont  Facility 
contains substantially all manufacturing activities and all engineering, selling, marketing and administrative activities for 
us in the United States. The Pinemont Facility also serves as our international corporate headquarters.  

(2)  This  property  is  located  at  7334  N.  Gessner  in  Houston,  Texas.    The  property  previously  contained  a  manufacturing 
operation and certain support functions. The property is currently leased to a tenant under a lease agreement which expires 
in July 2020. 

(3)  This  property  is  located  at  6410  Langfield  Road  in  Houston,  Texas.  This  facility  provides  additional  warehousing  and 

testing capacity for our manufacturing operations.  

(4)  This property is located adjacent to the Pinemont Facility. It is currently being used as additional parking for the Pinemont 
Facility and legacy structures are being used to support our manufacturing and warehousing operations. Future expansion 
plans, if pursued, are expected to more fully utilize this property. 

(5)  This  property  is  located  at  6855  Wynnwood,  Houston,  Texas.  This  property  is  used  to  assemble  products  and  to 
warehouse inventories.  The lease term for this facility expires on March 31, 2016 and there are no plans to extend the 
lease for this property.  Our activities at this facility are expected to be moved to the Pinemont Facility. 

Item 3. Legal Proceedings  

We are involved in various pending or potential legal actions in the ordinary course of our business. Management is unable to 
predict the ultimate outcome of these actions, because of the inherent uncertainty of litigation. However, management believes that the 
most  probable,  ultimate  resolution  of  these  matters  will  not  have  a  material  adverse  effect  on  our  consolidated  financial  position, 
results of operations or cash flows.  

Item 4. Mine Safety Disclosures  

None.  

14 

  
 
 
 
 
 
 
 
 
 
PART II 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities  

Stock Performance Graph 

The  following  graph  compares  the  performance  of  the  Company’s  common  stock  with  the  performance  of  the  Russell  2000 

index and the Standard & Poor’s Oil & Gas Equipment and Services index as of each of the dates indicated.  

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* 
Among Geospace Technologies Corporation, the Russell 2000 Index  
and the S&P Oil & Gas Equipment & Services Index 

$350 

$300 

$250 

$200 

$150 

$100 

$50 

$0 

9/10 

9/11 

9/12 

9/13 

9/14 

9/15 

Geospace Technologies Corporation 

Russell 2000 

S&P Oil & Gas Equipment & Services 

*$100 invested on 9/30/10 in stock or index, including reinvestment of dividends. 
Fiscal year ending September 30. 

Copyright© 2015 S&P, a division of McGraw Hill Financial. All rights reserved. 
Copyright© 2015 Russell Investment Group. All rights reserved. 

The graph assumes $100 invested on September 30, 2010 (a) in the Company’s common stock, (b) in the stocks comprising the 
Russell 2000 index on that day and (c) in the stocks comprising the Standard & Poor’s Oil & Gas Equipment and Services index on 
that day. Reinvestment of all dividends on stocks comprising the two indices is assumed. The foregoing graphs are based on historical 
data and are not necessarily indicative of future performance. These graphs shall  not be deemed to be “soliciting material” or to be 
“filed” with the SEC or subject to Regulations 14A or 14C under the Securities Exchange Act of 1934, as amended (the “Exchange 
Act”) or to the liabilities of Section 18 of the Exchange Act. 

Holders of Record 

Our  common  stock  is  traded  on  The  NASDAQ  Global  Market  under  the  symbol  “GEOS”.  On  October  31,  2015,  there  were 
approximately 74 holders of record of our common stock, and the closing price per share on such date was $15.36 as quoted by The 
NASDAQ Global Market.  

15 

 
 
 
 
 
Market Information for Common Stock 

The  following  table  shows  the  high  and  low  per  share  sales  prices  for  our  common  stock  reported on  The  NASDAQ  Global 

Market.  

Year Ended September 30, 2015: 

Fourth Quarter ...............................................................................................................................   $ 
Third Quarter .................................................................................................................................    
Second Quarter ..............................................................................................................................    
First Quarter ...................................................................................................................................    

Year Ended September 30, 2014: 

Fourth Quarter ...............................................................................................................................   $ 
Third Quarter .................................................................................................................................    
Second Quarter ..............................................................................................................................    
First Quarter ...................................................................................................................................    

Low

High

$

$

13.44
15.59
14.95
24.07

34.01
41.63
60.70
79.60

23.45
26.75
28.88
35.32

55.50
66.84
94.82
107.93

Dividends 

Since  our  initial  public  offering  in  1997,  we  have  not  paid  dividends,  and  we  do  not  intend  to  pay  cash  dividends  on  our 
common stock in the foreseeable future. We presently intend to retain our earnings for use in our business, with any future decision to 
pay cash dividends dependent upon our growth, profitability, financial condition and other factors our Board of Directors may deem 
relevant. Our existing credit agreement also has covenants that materially limit our ability to pay dividends. For a discussion of our 
credit agreement, see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – 
Liquidity and Capital Resources” contained in this Annual Report on Form 10-K. 

Securities Authorized for Issuance under Equity Compensation Plans 

The following equity plan information is provided as of September 30, 2015:  

Equity Compensation Plan Information  

Number of Securities to be
Issued upon Exercise of 
Outstanding Options, 
Warrants and Rights 
 (a) 

Weighted-average 
Exercise Price of
Outstanding Options, 
Warrants and Rights 
 (b) 

Number of Securities 
Remaining Available for 
Future Issuance Under 
Equity Compensation 
Plans (Excluding 
Securities Reflected 
in Column (a)) 
 (c) 

89,700

$

17.27

1,476,000

Plan Category 
Equity Compensation Plans Approved by Security 
Holders ............................................................... 

During fiscal year 2015, we issued a total of 3,000 restricted shares of common stock to our directors.  The weighted average 
grant  date  fair  value  of  the  shares  issued  was  $19.13  per  share.  The  restrictions  on  the  shares  issued  lapse  in  four  equal  annual 
installments  commencing  on  the  first  anniversary  date  of  the  issuance.      The  issuances  were  exempt  from  registration  pursuant  to 
Section 4(a)(2) under the Securities Act of 1933, as amended.  

Recent Sales of Unregistered Securities and Use of Proceeds 

None.  

Purchases of Equity Securities by the Issuer and Affiliated Purchasers 

None.  

16 

   
 
 
   
  
 
 
 
 
 
 
     
Item 6. Selected Consolidated Financial Data  

The  following  table  sets  forth  certain  selected  historical  financial  data  on  a  consolidated  basis.  We  have  derived  the  selected 
consolidated  financial  information  as  of  September 30,  2015  and  2014  and  for  fiscal  years  2015,  2014  and  2013  from  our  audited 
consolidated  financial  statements  appearing  elsewhere  in  this  Annual  Report  on  Form  10-K.  We  have  derived  the  selected 
consolidated  financial  information  as  of  September 30,  2013,  2012  and  2011  and  for  fiscal  years  2012  and  2011  from  audited 
consolidated  information  not  included  herein.  The  selected  consolidated  financial  data  should  be  read  in  conjunction  with 
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in item 7 and our consolidated financial 
statements appearing elsewhere in this Annual Report on Form 10-K.  

Statement of Operations Data: 
Revenue .........................................................................   $
Cost of revenue ..............................................................    
Gross profit (loss) ..........................................................    
Operating expenses: 

Selling, general and administrative expenses .......    
Research and development expenses ....................    
Goodwill impairment expense ..............................    
Bad debt expense ..................................................    
Total operating expenses ................................................    
Income (loss) from operations .......................................    
Other income (expense), net ..........................................    
Income (loss) before income taxes .................................    
Income tax expense (benefit) .........................................    
Net income (loss) ...........................................................   $
Net income (loss) per share: 

2015 

Year Ended September 30, 
2013 
(in thousands, except share and per share amounts) 

2012 

2014 

2011 

84,867    $
96,067     
(11,200)    

236,912    $
140,453     
96,459     

300,607    $ 
160,846     
139,761     

191,664    $
109,600     
82,064     

172,970
98,857
74,113

22,671     
14,694     
1,843     
2,147     
41,355     
(52,555)    
2,721     
(49,834)    
(17,193)    
(32,641)   $

25,291     
16,536     
—     
833     
42,660     
53,799     
(256)    
53,543     
16,632     
36,911    $

23,383     
14,694     
—     
457     
38,534     
101,227     
(134)    
101,093     
31,536     
69,557    $ 

18,914     
12,167     
—     
118     
31,199     
50,865     
997     
51,862     
16,744     
35,118    $

18,051
11,529
—
128
29,708
44,405
214
44,619
14,908
29,711

2.39
2.36

Basic (1) ...............................................................   $
Diluted (1) ............................................................   $

(2.51)   $
(2.51)   $

2.82    $
2.81    $

5.40    $ 
5.38    $ 

2.76    $
2.74    $

Weighted average shares outstanding: 

Basic (1) ...............................................................     12,996,958      12,950,958      12,886,372      12,735,520      12,441,313
Diluted (1) ............................................................     12,996,958      12,997,009      12,938,661      12,836,239      12,572,647

Other Financial Data: 

Depreciation and amortization expenses ..............   $
Stock-based compensation expense .....................    
Capital expenditures .............................................    

19,547    $
4,539     
6,162     

17,774    $
4,119     
33,511     

12,229    $ 
544     
41,659     

9,587    $
762     
35,729     

7,047
736
20,144

2015 

2014 

As of September 30, 
2013 
(in thousands) 

2012 

2011 

Balance Sheet Data: 
Working capital ..............................................................   $
Total assets .....................................................................    
Long-term debt .............................................................. 
Stockholders’ equity ......................................................    

191,075    $
307,046     
—
289,624     

220,657    $
354,986     
—
329,258     

198,464    $ 
327,225     
931
289,058     

146,036    $
259,022     
—
214,987     

124,900
196,801
—
177,013

We did not declare or pay any cash dividends during any of the periods noted in the above tables.  

(1) 

In  October  2012,  we  implemented  a  2-for-1  split  of  our  common  stock  effected  in  the  legal  form  of  a  stock  dividend. 
Other than the disclosure of the authorized number of shares of our common stock, we have adjusted all share and per-
share disclosures for all periods presented in our consolidated financial statements.  

17 

 
 
   
 
   
     
      
      
      
 
   
     
      
      
      
 
   
     
      
      
      
 
   
     
      
      
      
 
 
 
   
 
   
     
      
      
      
 
Item 7. Management’s 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 Annual Report on Form 10-K, including under the heading “Risk Factors”. The 
discussion  of  our  financial  condition  and  results  of  operations  includes  various  forward-looking  statements  about  our  markets,  the 
demand for our products and services and our future plans and results. These statements are based on assumptions that we consider to 
be reasonable, but that could prove to be incorrect. For more information regarding our assumptions, you should refer to the section 
entitled “Forward-Looking Statements and Assumptions” below.  

Forward-Looking Statements and Assumptions  

This  Annual  Report  on  Form  10-K  and  the  documents  incorporated  by  reference  herein,  if  any,  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.  These  forward-looking  statements  can  be  identified  by  terminology  such  as  “may”,  “will”,  “should”, 
“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 adoption and 
sale of our products in various geographic regions, anticipated levels of capital expenditures and the sources of funding therefore, and 
our  strategy  for  growth,  product  development,  market  position,  financial  results  and  reserves.  These  forward-looking  statements 
reflect our best 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”,  as  well  as 
cautionary  language  in  this  Annual  Report  on  Form  10-K,  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. You should be aware that the 
occurrence of the events described under the caption “Risk Factors” and elsewhere in this Annual Report on Form 10-K 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.  

Background  

We  design  and  manufacture  instruments  and  equipment  used  by  the  oil  and  gas  industry  to  acquire  seismic  data  in  order  to 
locate,  characterize  and  monitor  hydrocarbon  producing  reservoirs.  The  Company  also  designs  and  manufactures  non-seismic 
products, including industrial products, offshore cables, thermal printing equipment and film. See the information under the heading 
“Business” in this Annual Report on Form 10-K.  

Consolidated Results of Operations  

As we have reported in the past, our revenue and operating profits have varied significantly from quarter-to-quarter, and even 
year-to-year,  and  are  expected  to  continue  that  trend  in  the  future,  especially  when  our  quarterly  or  annual  financial  results  are 
impacted by the presence or absence of relatively large, but somewhat erratic, shipments of permanent seabed reservoir monitoring 
systems and/or wireless data acquisition systems for land and marine applications.  

18 

We report and evaluate financial information for two segments: Seismic and Non-Seismic. Summary financial data by business 

segment follows (in thousands):  

Year Ended September 30, 
2014 

2015 

2013 

Seismic 

Traditional exploration product revenue ......................................................................  $
Wireless exploration product revenue ..........................................................................   
Reservoir product revenue ............................................................................................   
Total revenue ................................................................................................................   
Operating income (loss)................................................................................................   

30,083     $ 
25,070      
5,412      
60,565      
(42,732 )    

52,001    $
78,636     
84,309     
214,946     
65,159     

49,781 
87,316 
138,103 
275,200 
110,118 

Non-Seismic 

Revenue ........................................................................................................................   
Operating income .........................................................................................................   

23,758      
3,031      

21,420     
2,733     

24,578 
3,344 

Corporate 

Revenue ........................................................................................................................   
Operating loss ...............................................................................................................   

544      
(12,854 )    

546     
(14,093)    

829 
(12,235)

Consolidated Totals 

Revenue ........................................................................................................................   
Operating income (loss)................................................................................................   

84,867  
(52,555 )    

236,912 
53,799     

300,607 
101,227 

Overview 

During fiscal year 2013 and through the first half of fiscal year 2014, we experienced very strong market demand in both North 
American  and  international  markets  for  our  wireless  GSX  channels  and  geophone  sensors.    Also  during  that  period,  we  reported 
significant revenue from our seismic reservoir products, primarily from the Statoil Order.  Early in calendar year 2014, we began to 
experience a softening in the demand for our seismic exploration products, particularly in North America, as capital budgets for oil 
and gas producers were trending away from exploration-focused activities toward production and exploitation activities.  During this 
period oil production in North America’s unconventional shale reservoirs increased, as did oil production from non-OPEC countries, 
resulting in an oversupply of crude oil in the world market.  Since July 2014, market prices for a barrel of crude oil declined from over 
$100  to  approximately  $40  today.    With  the  decline  in  oil  and  natural  gas  prices,  exploration  and  production  companies  have 
experienced  a  significant  reduction  in  cash  flows  resulting  in  sharp  reductions  in  their  capital  spending  budgets  for  oil  and  gas 
exploration  activities,  including  seismic  activities.    In  addition,  the  Statoil  Order  was  completed  in  April  2014  and  we  have  not 
received any new orders for permanent reservoir monitoring systems since that time.  As a result of these factors, revenue from our 
seismic  business  segment  for  fiscal  year  2015  declined  to $60.6  million  (a  71.8%  reduction  from  fiscal  year  2014)  resulting  in  the 
segment’s  operating  loss  of  $42.7  million.    We  expect  sales  of  our  seismic  products,  and  in  particular  our  traditional  and  wireless 
products, to be lower until crude oil prices stabilize and industry conditions improve.  We expect these challenging industry conditions 
to negatively impact the demand for our seismic products throughout fiscal year 2016. 

Fiscal Year 2015 Compared to Fiscal Year 2014  

Consolidated revenue for fiscal year 2015 decreased $152.0 million, or 64.2%, from fiscal year 2014. The decrease in revenue 

was primarily attributable to substantially lower product demand in our seismic business segment. 

We  had  a  consolidated  gross  profit  (loss)  of  $(11.2)  million  for  fiscal  year  2015,  which  was  $107.7  million  less  than  our 
consolidated  gross  profit  for  fiscal  year  2014.    The  decrease  in  gross  profit  was  caused  by  a  number  of  factors,  including  (i) 
significantly  lower  seismic  product  revenue,  (ii)  unabsorbed  fixed  manufacturing  costs  due  to  low  factory  utilization,  (iii)  fixed 
depreciation  expenses  from  our  rental  equipment  during  periods  of  low  rental  equipment  utilization,  (iv)  a  sales  mix  containing  a 
concentration  of  significantly  lower-margin  products  caused  by  a  substantial  reduction  in  revenue  from  our  wireless  and  reservoir 
products, (v) increased warranty costs due to product defects, and (vi) increased inventory obsolescence expenses due to higher levels 
of slow-moving inventories.   

19 

  
 
  
   
   
 
    
        
        
 
    
        
        
 
    
        
        
 
    
        
        
 
 
 
Consolidated operating expenses for fiscal year 2015 decreased $1.3 million, or 3.1%, from fiscal year 2014. The decrease in 
operating  expenses  was  primarily  due  to  the  elimination  of  $4.1  million  of  incentive  compensation  expenses.    This  decrease  was 
partially offset by a goodwill impairment charge of $1.8 million and a $1.3 million increase in bad debt expense.    

Consolidated  other  income  for  fiscal  year  2015  increased  $3.0  million  from  fiscal  year  2014.    The  increase  in  other  income 

primarily resulted from foreign exchange gains attributable to U.S. dollar deposits held by our Russian subsidiary.     

The  U.S.  statutory  tax  rate  applicable  to  us  for  fiscal  years  2015  and  2014  was  35.0%;  however,  our  effective  tax  rate  was 
(34.5)% and 31.1% for fiscal years 2015 and 2014, respectively. The lower effective tax rate for fiscal year 2014 primarily resulted 
from  (i)  the  impact  of  the  manufacturers’/producers’  deduction  available  to  U.S.  manufacturers,  (ii)  lower  tax  rates  applicable  to 
income earned in foreign tax jurisdictions and (iii) research and experimentation tax credits. 

Fiscal Year 2014 Compared to Fiscal Year 2013  

Consolidated revenue for fiscal year 2014 decreased $63.7 million, or 21.2%, from fiscal year 2013. The decrease was primarily 

due to lower seismic reservoir product revenue attributable to the completion of the Statoil Order in April 2014. 

Consolidated gross profit for fiscal year 2014 decreased by $43.3 million, or 31.0%, from fiscal year 2013. The decrease was 
primarily due to lower seismic reservoir product revenue attributable to the completion of the Statoil Order in April 2014 resulting in 
lower gross profit margins due to reduced efficiencies in our manufacturing operations. 

Consolidated operating expenses for fiscal year 2014 increased $4.1 million, or 10.7%, from fiscal year 2013. The increase in 
operating  expenses  reflects  higher  stock-based  compensation  expenses  and  higher  costs  resulting  from  increased  staffing  of  our 
administrative and research and development departments.  

The U.S. statutory tax rate applicable to us for fiscal years 2014 and 2013 was 35.0%; however, our effective tax rate was 31.1% 
and 31.2% for fiscal years 2014 and 2013, respectively. The lower effective tax rate for both fiscal years resulted from (i) the impact 
of the manufacturers’/producers’ deduction available in the United States, (ii) lower tax rates applicable to income earned in foreign 
tax jurisdictions and (iii) research and experimentation tax credits.  

Segment Results of Operations  

Seismic Products  

Fiscal Year 2015 Compared to Fiscal Year 2014 

Revenue  

Revenue from our seismic products for the fiscal year ended September 30, 2015 decreased by $154.4 million, or 71.8%, from 

the prior fiscal year. The components of this decrease include the following:  

(cid:120)(cid:3)

(cid:120)(cid:3)

(cid:120)(cid:3)

Traditional Exploration Product Revenue – For the fiscal year ended September 30, 2015, revenue from our traditional 
products  decreased  $21.9  million,  or  42.1%  from  the  prior  fiscal  year.    The  decrease  reflects  lower  demand  for  our 
geophone and marine products due to the soft industry conditions described above.  In addition, the first quarter results of 
the prior year period included large orders for geophones which accompanied the sale of GSX wireless systems.   

Wireless Exploration Product Revenue – For the fiscal year ended September 30, 2015, revenue from our GSX and OBX 
wireless products decreased by $53.6 million, or 68.1%, from the prior fiscal year.  These results reflect declines in both 
product and rental revenue and are a direct result of reduced demand caused by soft industry conditions.   

Reservoir  Product  Revenue  –  For  the  fiscal  year  ended  September  30,  2015,  revenue  from  our  reservoir  products 
decreased $78.9 million, or 93.6%, from the prior fiscal year.  The decrease in revenue was primarily due to the delivery 
in  fiscal  year  2014 of  $71.5 million  of  permanent  reservoir  monitoring  systems,  including  $62.1  million  relating  to  the 
Statoil Order.  No orders for permanent reservoir monitoring systems were received or delivered in fiscal year 2015.  We 
continue to actively market these products to our customers.    

20 

Customer  orders  for  our  seismic  products,  especially  large  orders  for  our  GSX  and  OBX  wireless  systems  and  our  seabed 
permanent  reservoir  monitoring  systems,  generally  occur  irregularly  making  it  difficult  for  us  to  predict  our  sales  and  production 
levels each quarter.  Furthermore, product shipping dates are generally determined by our customers and are not at our discretion.  As 
a  result,  these  factors  have  caused  past  sales  of  our  seismic  products  to  be  unpredictable,  or  “lumpy,”  and  we  expect  this  trend  to 
continue into the future. 

Operating Income (Loss)  

We had an operating loss for fiscal year 2015, which was $107.9 million less than our operating income for fiscal year 2014.  
The  decrease  in  operating  income  (loss)  was  due  to  the  substantial  decline  in  our  product  revenue  which,  in  turn,  resulted  in 
substantially lower gross profits due to the factors described above.  

Fiscal Year 2014 Compared to Fiscal Year 2013  

Revenue  

Revenue from our seismic products for the fiscal year ended September 30, 2014 decreased by $60.3 million, or 21.9%, from 

the prior fiscal year. The components of this decrease include the following:  

(cid:120)(cid:3)

(cid:120)(cid:3)

(cid:120)(cid:3)

Traditional Exploration Product Revenue – For the fiscal year ended September 30, 2014, revenue from our traditional 
products  increased  $2.2  million,  or  4.5%,  from  the  corresponding  period  of  the  prior  fiscal  year.  The  increase  reflects 
higher demand for our geophone products, primarily in connection with the sale of two large GSX wireless systems in the 
first quarter ended December 31, 2013.   

Wireless Exploration Product Revenue – For the fiscal year ended September 30, 2014, revenue from our GSX and OBX 
wireless products decreased by $8.7 million, or 9.9%.  The decrease in revenue was primarily due to lower demand for 
sales  of  our  GSX  wireless  products  resulting  from  continued  industry  softness  and  increasing  competition  for  sales  of 
wireless data acquisition systems.  The lower product revenue was partially offset by significantly higher GSX and OBX 
rental revenue.  During fiscal year 2014, we sold approximately 86,000 GSX channels compared to 81,000 in the prior 
fiscal year, with a significant portion of the fiscal year 2014 sales comprised of 3-channel stations yielding a lower sales 
price per channel.    

Reservoir  Product  Revenue  –  For  the  fiscal  year  ended  September  30,  2014,  revenue  from  our  reservoir  products 
decreased $53.8 million, or 39.0%.  The decrease in revenue was primarily due to the completion of the manufacturing of 
the  Statoil  Order  in  April  2014  resulting  in  a  substantial  decline  in  revenue  from  our  permanent  reservoir  monitoring 
systems.   During the year ended September 30, 2014, we recognized $62.1 million of Statoil Order revenue compared to 
prior fiscal year revenue of $109.6 million and $18.0 million from permanent reservoir monitoring systems sold to Statoil 
and Shell Brasil Petróleo, respectively.   

Operating Income  

Operating income for fiscal year 2014 decreased by $47.4 million, or 46.9%, from fiscal year 2013. The decrease was primarily 

due to lower seismic reservoir product revenue attributable to the completion of the Statoil Order in April 2014. 

Non-Seismic Products  

Fiscal Year 2015 Compared to Fiscal Year 2014  

Revenue  

Revenue from our non-seismic products for the year ended September 30, 2015 increased by $2.3 million, or 10.9%, from fiscal 

year 2014. This increase in revenue was primarily due to increased demand for our industrial and offshore cable products.  

21 

Operating Income  

Our operating income associated  with sales of our non-seismic products for the  year ended September 30, 2015 increased by 
$0.3 million, or 10.9%, from fiscal year 2014.  The increase in operating income was primarily the result of increased demand for our 
industrial products.   

Fiscal Year 2014 Compared to Fiscal Year 2013  

Revenue  

Revenue of our non-seismic products for the year ended September 30, 2014 decreased by $3.2 million, or 12.8%, from fiscal 
year  2013.  This  decrease  in  revenue  resulted  from  lower  sales  of  our  offshore  cable  and  thermal  imaging  products.    Sales  of  our 
offshore cable products were impacted due to constrained manufacturing capacity caused by the Statoil Order through the first half of 
fiscal year 2014.  

Operating Income  

Our operating income associated with sales of our non-seismic products for the year ended September 30, 2014 decreased by 
$0.6 million, or 18.3%, from fiscal year 2013.  The decrease in operating income resulted from lower sales and profit margins from 
sales of our industrial products.  

Liquidity and Capital Resources  

Fiscal Year 2015 

At  September  30,  2015,  we  had  approximately  $22.3  million  in  cash  and  cash  equivalents  and  $18.1  million  in  short-term 
investments.  For the fiscal year ended September 30, 2015, we used $11.4 million of cash from operating activities.  These uses of 
cash included (i) our net loss of $32.6 million, (ii) a $6.0 million decrease in accrued expenses and other current liabilities primarily 
due to the payment of fiscal year 2014 incentive compensation, (iii) a $14.8 million increase in income tax receivable resulting from 
our pretax loss and our intent to claim a tax refund of $17.4 million in our second quarter ending March 2016 for taxes paid in prior 
years, and (iv) a $3.6 million decrease in deferred revenue primarily due to the revenue recognition of a $3.0 million non-refundable 
customer deposit.  These uses of cash were partially offset by (i) net non-cash charges of $31.2 million from deferred income taxes, 
depreciation,  goodwill  impairment,  accretion,  stock-based  compensation,  inventory  obsolescence  and  bad  debts,  (ii)  a  $7.1  million 
decrease  in  trade  accounts  and  notes  receivable  resulting  from  collections  and  a  decline  in  revenue,  (iii)  a $9.7  million  decrease  in 
inventories caused by reduced product demand and a drawdown of our excess inventories, and (iv) a $1.0 million decrease in prepaid 
and other current assets. 

For  the  fiscal  year  ended  September  30,  2015,  we  used  cash  of  $0.3  million  from  investing  activities.    These  uses  of  cash 
included  (i)  $4.0  million  to  expand  our  rental  equipment  fleet  primarily  for  the  addition  of  OBX  nodes  and  (ii)  $2.2  million  for 
additions to our property, plant and equipment.  These uses of cash were partially offset by (i) proceeds of $4.3 million from the sale 
of used rental equipment and (ii) net proceeds of $1.6 million from the sale and purchase of short-term investments.  Regarding future 
investments  into  our  rental  fleet,  we  expect  total  fiscal  year  2016  cash  investments  into  our  rental  fleet  to  be  approximately  $2.0 
million and non-cash transfers from our inventory account of at least $14.0 million pending demand for OBX systems.  We estimate 
total fiscal year 2016 cash investments in property, plant and equipment will be approximately $3.0 million.  We expect these capital 
expenditures will be financed from our cash on hand, internal cash flow, or from borrowings under our credit agreement.   

For  the  fiscal  year  ended  September  30,  2015,  we  had  no  cash  flows  from  financing  activities.      We  had  no  long-term  debt 

outstanding at September 30, 2015. 

As previously mentioned, with the decline in oil and natural gas prices, exploration and production companies have experienced 
a significant reduction in cash flows resulting in sharp reductions in their capital spending budgets for exploration-focused activities, 
including  seismic  activities.    As  a  result,  our  seismic  business  segment  has  experienced  a  significant  decline  in  product  orders  and 
associated revenue, resulting in significant operating losses and the partial depletion of our cash balance during fiscal year 2015. Due 
to the uncertainty concerning a recovery of crude oil prices to levels capable of sustaining increased seismic exploration activities, we 
expect these depressed market conditions to continue through fiscal year 2016.   

22 

Our  available  cash,  cash  equivalents  and  short  term  investments  totaled  $40.4  million  at  September  30,  2015,  including  $7.6 
million of cash and cash equivalents held by our foreign subsidiaries.  We intend to permanently reinvest undistributed earnings of our 
foreign  subsidiaries.    If  we  were  to  repatriate  the  cash  held  by  our  foreign  subsidiaries,  we  would  be  required  to  accrue  and  pay 
income taxes in the United States.   

We recently amended our credit agreement which reduced our borrowing availability to $30.0 million with amounts available 
for borrowing determined by a borrowing base.  At September 30, 2015, we had no outstanding long-term debt or borrowings under 
the credit agreement and our borrowing availability under the credit facility was $29.9 million.  At September 30, 2015, we were in 
compliance with all covenants under the credit agreement and we expect to remain in compliance with all covenants throughout fiscal 
year 2016.  We currently do not anticipate the need to borrow from the credit agreement during fiscal year 2016; however, we can 
make no assurance that we will not do so.      

During  these  difficult  times,  we  are  remaining  focused  on  cash  preservation  and  cost  reduction.    Since  April  2014,  we  have 
reduced  our  workforce  by  32%.    In  addition,  we  have  eliminated  significant  cash  incentive  compensation  costs,  redundant  facility 
costs, and other discretionary costs while concurrently seeking to retain key employees in line with our business strategy.  We expect 
to continue these cash preservation efforts throughout fiscal year 2016.  

As a result of the significant losses we experienced in fiscal year 2015, we expect to receive a $17.3 million income tax refund 
from the U.S. Department of Treasury in our second fiscal quarter ending March 31, 2016.  We believe the combination of this cash 
refund,  together  with  expected  cash  proceeds  from  executed  rental  contracts,  existing  cash  balances,  short-term  investments  and 
available borrowings under the credit agreement, will be sufficient to finance our operating losses and planned capital expenditures for 
the next twelve months. 

Fiscal Year 2014 

At September 30, 2014, we had $33.4 million in cash and cash equivalents. For fiscal year 2014, we generated approximately 
$67.7 million of cash from operating activities. Sources of cash generated in our operating activities included our net income of $36.9 
million.  Our  net  income  included  net  non-cash  charges  of  $26.2  million  for  deferred  income  taxes,  depreciation,  amortization, 
accretion, stock-based compensation, inventory obsolescence and bad debts.  Other sources of cash and changes in  working capital 
included (i) a $25.6 million decrease in trade accounts and notes receivable due to reduced product shipments in the fourth quarter of 
fiscal  year  2014  compared  to  the  prior  year  period  and  (ii)  a  $12.4  million  decrease  in  costs  and  estimated  earnings  in  excess  of 
billings due to the completion of revenue recognition of the Statoil Order.  These sources of cash were primarily offset by (i) a $11.8 
million decrease in accounts payable due to a reduction in inventory buying activities caused by the slowdown in customer orders, (ii) 
a $9.0 million adjustment to transfer gross profits from rental equipment sales to investing activities since such transactions involve 
the  sale  of  long-lived  assets  and  (iii)  a  $10.5  million  increase  in  inventories  (excluding  the  impact  of  $10.7  million  of  non-cash 
transfers of inventories to our rental equipment fleet).  

For  fiscal  year  2014,  we  used  approximately  $36.7  million  of  cash  in  investing  activities.    The  primary  use  of  cash  was  for 
capital expenditures of $33.5 million, including $26.7 million to expand our rental equipment fleet and $6.8 million for property and 
equipment.    Cash  of  $21.6  million  was  used  to  purchase  short-term  investments  in  order  to  enhance  investment  earnings  on  our 
available cash resources.  These uses of cash were partially offset by $16.4 million of proceeds from the sale of used rental equipment.   

For fiscal  year 2014, we  used approximately $0.3 million  of cash in financing activities.  We received cash proceeds of $0.6 
million from the exercise of stock options and the associated tax benefit related to such exercised stock options. These proceeds were 
more than offset by the payment of $0.9 million outstanding under our credit agreement.   

Fiscal Year 2013 

At September 30, 2013, we had $2.7 million in cash and cash equivalents. For fiscal year 2013, we used approximately $57.2 
million  of  cash  from  operating  activities.  Sources  of  cash  generated  in  our  operating  activities  included  our  net  income  of  $69.6 
million.  Additional  sources  of  cash  included  net  non-cash  charges  of  $13.1  million  for  deferred  income  taxes,  depreciation, 
amortization,  accretion,  stock-based  compensation,  inventory  obsolescence  and  bad  debts  and  a  $3.3  million  increase  accrued 
expenses and other. These sources of cash were offset by uses of cash which included (i) a $73.4 million increase in inventories due to 

23 

current and expected future production for the Statoil Order and for production of marine and land wireless products in anticipation of 
future  orders,  (ii)  a  $33.7  million  increase  in  trade  accounts  and  notes  receivable  primarily  resulting  from  increased  sales  and  the 
timing of cash collections, (iii) a $13.6 million adjustment to transfer gross profits from rental equipment sales to investing activities 
since such transactions involve the sale of long-lived assets, (iv) a $12.4 million increase in costs and estimated earnings in excess of 
billings  for  the  Statoil  Order  (v)  a  $7.5  million  decrease  in  deferred  revenue  primarily  due  to  the  revenue  recognition  of  advance 
payments received from Shell Brasil Petróleo Ltda, (vi) a $1.1 million decrease in income tax payable resulting from the timing of our 
income tax payments, (vii) a $0.7 million increase in prepaid income taxes related to intercompany product sales, (viii) a $0.3 million 
increase in prepaid expenses and other current assets due to vendor prepayment requirements and tax deposits and (iv) a $0.4 million 
decrease in accounts payable due to the timing of payments to our vendors. 

For fiscal year 2013, we generated approximately $3.4 million of cash from investing activities.  We generated $25.5 million of 
cash proceeds from the sale  of used rental equipment and  we  generated $19.6 million  of cash proceeds from the sale of short-term 
investments.    These  cash  proceeds  were  offset  by  an  investment  of  $22.3  million  to  expand  our  rental  equipment  fleet  to  meet 
customer  demand,  and  a  $19.4  million  investment  in  other  property  and  equipment,  including  $8.5  million  of  real  property 
acquisitions in Houston and Bogotá.  

For  fiscal  year  2013,  we  generated  approximately  $5.8  million  of  cash  from  financing  activities.    We  generated  $4.8  million 
from  the  exercise  of  stock  options  and  related  tax  benefits  and  we  borrowed  $0.9  million  under  our  credit  agreement  for  working 
capital purposes. Such borrowings were subsequently repaid during October 2013. 

Off-Balance Sheet Arrangements  

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 

For information regarding our contractual obligations over the course of the next five years, please refer to Note 11 and Note 17 
to our consolidated financial statements contained in this Annual Report, which provide detailed information regarding repayment of 
our Credit Agreement and an operating lease. 

Critical Accounting Policies  

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires 
the  use  of  estimates  and  assumptions  that  affect  the  amounts  reported  in  the  financial  statements  and  accompanying  notes.  We 
consider  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.  We  continually  evaluate  our  estimates, 
including those related to revenue recognition, bad debt reserves, inventory obsolescence reserves, self-insurance reserves for medical 
expenses, product warranty reserves, goodwill, stock-based compensation and deferred income tax assets. We base our estimates on 
historical  experience  and  various  other  factors,  including  the  impact  from  the  current  economic  conditions  that  we  believe  to  be 
reasonable under the circumstances. Actual results may differ from these estimates under different conditions or assumptions.  

Our  normal  credit  terms  for  trade  receivables  are  30  days.  In  certain  situations,  credit  terms  for  trade  receivables  may  be 
extended to 60 days or longer and such receivables generally do not require collateral. Additionally, we provide long-term financing in 
the form of promissory notes when competitive conditions require such financing and, in such cases, we may require collateral. We 
perform ongoing credit evaluations of our customers’ accounts and notes receivable and allowances are recognized for potential credit 
losses.  

Our long-lived assets are reviewed for impairment whenever an event or change in circumstances indicates the carrying amount 
of an asset or group of assets may not be recoverable. The impairment review, if necessary, includes a comparison of 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.  

24 

Management  makes  judgments  regarding  the  interpretation  of  tax  laws  that  might  be  challenged  upon  an  audit  and  causes 
changes to previous estimates of tax liability. In addition, we operate within multiple taxing jurisdictions and are subject to audit in 
these jurisdictions as well as by the Internal Revenue Service. In management’s opinion, adequate provisions for income taxes have 
been made for all open tax years. The potential outcomes of examinations are regularly assessed in determining the adequacy of the 
provision for income taxes and income tax liabilities. Management believes that adequate provisions have been made for reasonable 
and foreseeable outcomes related to uncertain tax matters.  

We  record  a  write-down  of  our  inventories  when  the  cost  basis  of  any  manufactured  product,  including  any  estimated  future 
costs  to  complete  the  manufacturing  process,  exceeds  its  net  realizable  value.  Inventories  are  stated  at  the  lower  of  cost  or  market 
value.  Cost  is  determined  on  a  first-in,  first-out  method,  except  that  our  subsidiary  in  the  Russian  Federation  uses  an  average  cost 
method to value its inventories.  

We periodically review the composition of our inventories to determine if market demand, product modifications, technology 
changes, excessive quantities on-hand and other factors hinder our ability to recover its investment in such inventories. Management’s 
assessment  is  based  upon  historical  product  demand,  estimated  future  product  demand  and  various  other  judgments  and  estimates. 
Inventory obsolescence reserves are recorded when such assessments reveal that portions or components of our inventory investment 
will not be realized in our operating activities.  

Except  for  revenue  recognized  using  the  percentage-of-completion  method  discussed  below,  we  primarily  derive  our  revenue 
from  product  sales  and  product  rentals  under  short-term  operating  leases.  Our  products  are  produced  in  a  standard  manufacturing 
operation. We recognize revenue from product sales when (i) title passes to the customer, (ii) the customer assumes risks and rewards 
of  ownership,  (iii) the  product  sales  price  has  been  determined,  (iv) collectability  of  the  sales  price  is  reasonably  assured  and 
(v) product delivery occurs as directed by our customer. We recognize rental revenue as earned over the rental period. Rentals of our 
equipment  generally  range  from  daily  rentals  to  rental  periods  of  up  to  six  months  or  longer.  Service  revenue  is  recognized  when 
services are rendered and are generally priced on a per day rate. Except for certain of our permanent reservoir monitoring products, 
our products are generally sold without any customer acceptance provisions and our standard terms of sale do not allow customers to 
return products for credit.  

We utilize the percentage-of-completion method (the “POC Method”) to recognize revenue and costs on future contracts having 

the following characteristics:  

(cid:120)(cid:3)

(cid:120)(cid:3)

(cid:120)(cid:3)

(cid:120)(cid:3)

the contract requires significant custom designs for customer specific applications;  

the product design requires significant engineering efforts;  

the contract requires the customer to make progress payments during the contract term; and  

the contract requires at least 90 days of engineering and manufacturing effort.  

The  POC  Method  requires  our  senior  management  to  make  estimates,  at  least  quarterly,  of  the  (i) total  costs  of  the  contract, 
(ii) manufacturing progress against the contract and (iii) the estimated cost to complete the contract. These estimates will impact the 
amount of revenue and gross profit we will recognize for each reporting period. Significant estimates that may affect future cost to 
complete  a  contract  include  the  cost  and  availability  of  raw  materials  and  component  parts,  engineering  services,  manufacturing 
equipment,  labor,  manufacturing  capacity,  factory  productivity,  contract  penalties  and  disputes,  product  warranties  and  other 
contingent factors. The cumulative impact of periodic revisions to the future cost to complete a contract will be reflected in the period 
in which these changes become known, including, to the extent required, the recognition of losses at the time such losses are known 
and estimable on contracts in progress. Due to the various estimates inherent in the POC Method, actual results could differ from those 
estimates.  

Most of our products do not require installation assistance or sophisticated instruction. We offer a standard product warranty, 
which obligates us to repair or replace equipment with manufacturing defects. We maintain a reserve for future warranty costs based 
on historical experience or, in the absence of historical experience, management estimates.  

25 

Recent Accounting Pronouncements  

Reference  is  made  to  Note  1  in  Part  II,  Item  8.  of  this  Annual  Report  on  Form  10-K  for  a  discussion  of  recent  accounting 

pronouncements.  

Management’s Current Outlook and Assumptions  

During fiscal  year 2015 we  witnessed a significant decline in the crude oil pricing environment and its negative impact upon 
cash  flows  and  spending  patterns  of  oil  and  gas  companies.    Significantly  reduced  capital  spending  budgets  targeted  at  oil  and gas 
exploration  projects,  including  land  and  marine  seismic  projects,  contributed  to  the  steep  decline  in  our  seismic  business  segment 
revenue and gross profit.  We believe fiscal year 2016 capital spending by oil and gas companies for seismic projects will continue to 
remain depressed and, therefore,  we do not expect customer demand for  most of our seismic products  will exceed fiscal  year 2015 
levels. As a result of reduced exploration activities by oil and gas companies, many of our seismic customers are currently utilizing 
only  a  fraction  of  their  owned  seismic  equipment.    In  most  cases,  this  unutilized  equipment  is  generally  available  for  immediate 
deployment  if  future  demand  for  seismic  services  were  to  increase.    The  availability  of  excess  customer-owned  seismic  equipment 
combined  with  substantially  reduced  capital  budgets  and  cash  flows  has  curtailed  our  customer’s  need  to  purchase  or  rent  seismic 
equipment from providers like us.  As a result, we expect large-ticket sales of our GSX and OBX wireless data acquisition systems, as 
well as sales of our other land and marine seismic products, are likely to remain at depressed levels through fiscal year 2016. 

Our rental revenue is primarily derived from short-term leases of our GSX and OBX wireless products and, to a lesser extent, 
from  our  traditional  and  reservoir  products.  Demand  for  rentals  of  our  GSX  land-based  wireless  equipment  declined  significantly 
during fiscal year 2015 and is expected to remain depressed throughout fiscal year 2016.  However, as a result of a recently executed 
agreement with an international seismic contractor, we expect our OBX rental revenue to increase in fiscal year 2016. 

Many  of  our  traditional  seismic  products  are  characterized  as  low  margin  commodity  or  consumable  products  with  intense 
international competition. Sales levels for these products have been relatively flat or declining since fiscal year 2010, and we do not 
expect sales levels for these lower margin products to grow during fiscal year 2016. As we focus our future product development and 
production activities toward higher margin specialty products and new technologies, especially our wireless and reservoir products, we 
expect future sales of these lower margin traditional seismic products to decline.  

In fiscal year 2013, we received a $171.7 million order from Statoil, including amendments, to instrument two reservoirs in the 
North  Sea  with  our  permanent  reservoir  monitoring  systems.    We  did  not  receive  any  orders  for  large-scale  seabed  permanent 
reservoir  monitoring  systems  in  fiscal  year  2014  or  2015  and  we  currently  do  not  have  any  indication  that  such  an  order  will  be 
received  in  fiscal  year  2016,  although  we  do  believe  opportunities  for  permanent  reservoir  monitoring  orders  do  exist  in  today’s 
market.  If a large-scale order were received in fiscal year 2016, it could significantly impact our fiscal year 2016 revenue and profits.  
However, if no such order is received, we expect revenue and profits from our reservoir products to remain at fiscal year 2015 levels.  

We expect fiscal year 2016 revenue from our non-seismic products to modestly increase over fiscal year 2015 levels, with our 

industrial products contributing the majority of this increase.  

Item 7A. Quantitative and Qualitative Disclosures about Market Risk 

We  have  market  risk  relative  to  our  short-term  investments.  We  do  not  engage  in  commodity  or  commodity  derivative 
instrument purchase or sales transactions. Because of the inherent unpredictability of foreign currency rates and interest rates, as well 
as other factors, actual results could differ materially from those projected in this Item 7A.  

Foreign Currency and Operations Risk 

One  of  our  wholly-owned  subsidiaries,  Geospace Technologies  Eurasia,  is  located  in  the  Russian  Federation.  In  addition,  we 
operate a branch office, Geospace Technologies Sucursal Sudamericana, in Colombia. Our financial results for these entities may be 
affected by factors such as changes in foreign currency exchange rates, weak economic conditions or changes in the political climate. 
Our  consolidated  balance  sheet  at  September  30,  2015  reflected  approximately  $3.4  million  and  $0.4  million  of  foreign  currency 
denominated  net  working  capital  related  to  our  Russian  and  Colombian  operations,  respectively.    Both  of  these  entities  receive  a 
portion of their revenue and pay a majority of their expenses primarily in their local currency. To the extent that transactions of these 

26 

entities are settled in their local currency, a devaluation of these currencies versus the U.S. dollar could reduce any contribution from 
these entities to our consolidated results of operations and total comprehensive income as reported in U.S. dollars. We do not hedge 
the  market  risk  with  respect  to  our  operations  in  these  countries;  therefore,  such  risk  is  a  general  and  unpredictable  risk  of  future 
disruptions  in  the  valuation  of  such  currencies  versus  U.S.  dollars  to  the  extent  such  disruptions  result  in  any  reduced  valuation  of 
these foreign entities’ net working capital or future contributions to our consolidated results of operations. At September 30, 2015, the 
foreign exchange rate for $1.00 (one U.S. dollar) was equal to 65.4 Russian Rubles and 3,116 Colombian Pesos, respectively. If the 
value of the U.S. dollar were to increase by ten percent against these foreign currencies, our working capital in the Russian Federation 
and in Colombia could decline by $0.3 million and $39,000, respectively. 

Foreign Currency Intercompany Accounts and Notes Receivable 

From  time  to  time,  we  provide  access  to  capital  to  our  foreign  subsidiaries  through  U.S.  dollar  denominated  interest  bearing 
promissory notes.  Such funds are generally used by our foreign subsidiaries to purchase capital assets and for general working capital 
needs. In addition, we sell products to our foreign subsidiaries on trade credit terms in both U.S. dollars and in the subsidiary’s local 
currency.  At September 30, 2015, we had outstanding Canadian-dollar denominated intercompany accounts receivable of CAN$28.1 
million.    Approximately  CAN$4.1  million  of  these  intercompany  receivables  are  considered  by  management  to  be  of  a  short-term 
nature whereby the appreciation or devaluation of the Canadian dollar against the U.S. dollar will result in a gain or loss, respectively, 
to  our  consolidated  statement  of  operations.    The  Company  considers  approximately  CAN$24.0  million  of  the  intercompany 
receivable  to  be  of  a  long-term  nature  whereby  settlement  is  not  planned  or  anticipated  in  the  foreseeable  future;  therefore,  any 
resulting foreign exchange gains and losses are reported in the consolidated balance sheets as a component of other comprehensive 
income in accordance  with  ASC 830 “Foreign Currency Matters”.  In September 2015, we entered into a CAN$4.0 million 90-day 
hedge agreement with a United States bank to hedge our short-term Canadian dollar foreign exchange rate exposure, resulting in an 
under-hedged position of approximately $0.1 million Canadian dollars. To the extent our under-hedged position remains, if the U.S. 
dollar exchange rate  were to strengthen by ten percent against the Canadian dollar,  we  would recognize a foreign exchange loss of 
$8,000 U.S. dollars in our consolidated financial statements. 

Floating Interest Rate Risk 

Our credit agreement contains a floating interest rate which subjects us to the risk of increased interest costs associated with any 
upward movements in bank market interest rates.   Under our credit agreement our borrowing interest rate is the Wall Street Journal 
prime rate, which was 3.25% at September 30, 2015.  As of September 30, 2015 and September 30, 2014, there were no borrowings 
outstanding under our credit agreement. 

Item 8. Financial Statements and Supplementary Data  

Our consolidated financial statements, including the reports thereon, the notes thereto and supplementary data begin at page F-1 

of this Annual Report on Form 10-K and are incorporated herein by reference.  

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure  

None.  

27 

Item 9A. 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 the Company and its consolidated subsidiaries to report material information otherwise required to be set forth in our 
reports.  

In connection with the preparation of this Annual Report on Form 10-K, we carried out an evaluation under the supervision and 
with  the  participation  of  our  management,  including  the  CEO  and  CFO,  as  of  September 30,  2015  of  the  effectiveness  of  the 
Company’s  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  not  effective  due  to  the 
material weakness described in “Management’s Report on Internal Control Over Financial Reporting” as of September 30, 2015.  

Management’s Report on Internal Control Over Financial Reporting  

Our management is responsible for establishing and maintaining effective internal control over financial reporting (as defined in 
Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Because of its inherent limitations, internal control over financial reporting 
may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk 
that  controls  may  become  inadequate  because  of  changes  in  conditions  or  that  the  degree  of  compliance  with  the  policies  or 
procedures may deteriorate.  

Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2015. In making 
this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 
Internal Control Integrated Framework (2013). Based on this assessment, our management concluded that due to a material weakness 
in  our  internal  control  over  financial  reporting  as  described  below,  our  disclosure  controls  and  procedures  were  not  effective  as  of 
September 30, 2015.   

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there 
is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented 
or detected on a timely basis. 

As  of  September  30,  2015,  we  did  not  maintain  effective  monitoring  and  oversight  controls  concerning  our  calculation  of 
deferred  income  taxes  in  accordance  with  Accounting  Standards  Codification  740  (“ASC  740”),  Accounting  for  Income  Taxes.  
Specifically, we misapplied the guidance of ASC 740 by providing deferred taxes for currency translation adjustments resulting from 
the consolidation of our foreign subsidiaries whose earnings are deemed to be reinvested indefinitely.  During the fourth quarter of our 
fiscal  year  ended  September  30,  2015,  we  determined  that  no  deferred  taxes  assets  or  liabilities  should  be  recorded  for  such 
subsidiaries.  The error resulted in an adjustment to our consolidated balance sheet as of September 30, 2015 and our consolidated 
statement  of  comprehensive  (loss)  for  the  year  ended  September  30,  2015,  with  no  impact  upon  previously  reported  total  assets, 
revenues, net income (loss), earnings (loss) per share, or cash flows. 

The error arising  from the  underlying deficiency  was not  material to the  financial  statements reported in any prior interim or 
annual periods and, therefore, did not result in a revision to previously filed financial statements.  However, this control deficiency, if 
not  remediated,  could  have  resulted  in  a  material  misstatement  to  our  annual  or  interim  consolidated  statements  that  may  not  have 
been prevented or detected in a timely manner.  Accordingly, we have determined that this control deficiency constitutes a material 
weakness. 

Because  of  this  material  weakness,  management  concluded  that  we  did  not  maintain  effective  internal  control  over  financial 
reporting as of September 30, 2015, based on criteria described in Internal Control – Integrated Framework (2013) issued by COSO.  

28 

To remediate the material weakness described above, in accordance with ASC 740, we have ceased providing deferred taxes for 
any foreign subsidiary whose earnings are deemed to be reinvested indefinitely.  We believe that this measure along with an enhanced 
review  of  the  calculation  of  deferred  taxes  will  remediate  the  material  weakness  identified  and  strengthen  the  Company's  internal 
control over financial reporting. 

Our internal control over  financial reporting as of September 30, 2015 has been audited  by BDO USA, LLP, an independent 

registered public accounting firm, as stated in their report which appears herein. 

Changes in Internal Control Over Financial Reporting  

There  were  no  changes  in  our  internal  control  over  financial  reporting  that  occurred  during  the  fiscal  quarter  ended 
September 30,  2015  that  have  materially  affected,  or  are  reasonably  likely  to  materially  affect,  our  internal  control  over  financial 
reporting.  

Item 9B. Other Information  

None. 

29 

 
Item 10. Directors, Executive Officers and Corporate Governance  

PART III  

The  information  required  by  this  Item  is  contained  in  our  definitive  Proxy  Statement  to  be  distributed  within  120  days  of 
September  30,  2015  in  connection  with  our  2016  Annual  Meeting  of  Stockholders  under  the  captions  “Election  of  Directors”, 
“Executive Officers and Compensation,”  “Section 16(a) Beneficial Ownership Reporting Compliance” and “Code of Ethics” and is 
incorporated herein by reference.  

Item 11. Executive Compensation  

The  information  required  by  this  Item  is  contained  in  our  definitive  Proxy  Statement  to  be  distributed  within  120  days  of 
September  30,  2015  in  connection  with  our  2016  Annual  Meeting  of  Stockholders  under  the  caption  “Executive  Officers  and 
Compensation” and is incorporated herein by reference.  

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters  

The  information  required  by  this  Item  is  contained  in  our  definitive  Proxy  Statement  to  be  distributed  within  120  days  of 
September 30, 2015 in connection with our 2016 Annual Meeting of Stockholders under the caption “Security Ownership of Certain 
Beneficial  Owners  and  Management”  and  is  incorporated  herein  by  reference,  and  in  Item 5,  “Market  for  Registrant’s  Common 
Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities,” contained in Part II hereof.  

Item 13. Certain Relationships and Related Transactions and Director Independence  

The  information  required  by  this  Item  is  contained  in  our  definitive  Proxy  Statement  to  be  distributed  within  120  days  of 
September  30,  2015  in  connection  with  our  2016  Annual  Meeting  of  Stockholders  under  the  caption  “Certain  Relationships  and 
Related Transactions” and is incorporated herein by reference.  

Item 14. Principal Accountant Fees and Services  

The  information  required  by  this  Item  is  contained  in  our  definitive  Proxy  Statement  to  be  distributed  within  120  days  of 
September  30,  2015  in  connection  with  our  2016  Annual  Meeting  of  Stockholders  under  the  caption  “Independent  Public 
Accountants” and is incorporated herein by reference.  

30 

 
Item 15. Exhibits and Financial Statement Schedules  

Financial Statements and Financial Statement Schedules  

PART IV 

The  financial  statements  and  financial  statement  schedules  listed  on  the  accompanying  Index  to  Financial  Statements  (see 

page F-1) are filed as part of this Annual Report on Form 10-K.  

Exhibits  

Exhibit 
Number    Description of Documents 

3.1 

   Amended  and  Restated  Certificate  of  Formation  of  Geospace  Technologies  Corporation  (incorporated  by  reference  to

Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed May 8, 2015). 

3.2 

   Bylaws of Geospace Technologies Corporation (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report

on Form 8-K filed April 17, 2015). 

10.1 

   Employment Agreement dated as of August 1, 1997, between the Company and Gary D. Owens (incorporated by reference to

the Registrant’s Registration Statement on Form S-1 filed September 30, 1997 (Registration No. 333-36727)).* 

10.2 

   Employment Agreement dated as of August 1, 1997, between the Company and Michael J. Sheen (incorporated by reference

to the Registrant’s Registration Statement on Form S-1 filed September 30, 1997 (Registration No. 333-36727)).* 

10.3 

   OYO Geospace Corporation 1997 Key Employee Stock Option Plan (incorporated by reference to Amendment No. 1 to the 

Registrant’s Registration Statement on Form S-1 filed November 5, 1997 (Registration No. 333-36727)).* 

10.4 

   Amendment  No.  1  to  OYO  Geospace  Corporation  1997  Key  Employee  Stock  Option  Plan,  dated  February  2,  1998 

(incorporated by reference to Registrant’s Annual Report on Form 10-K for the year ended September 30, 1998).* 

10.5 

   Amendment  No.  2  to  OYO  Geospace  Corporation  1997  Key  Employee  Stock  Option  Plan,  dated  November  16,  1998

(incorporated by reference to Registrant’s Annual Report on Form 10-K for the year ended September 30, 1998).* 

10.6 

10.7 

   Amendment  No.  3  to  OYO  Geospace  Corporation  1997  Key  Employee  Stock  Option  Plan,  dated  November  10,  2000
(incorporated  by  reference  to  the  Registrant’s  Registration  Statement  on  Form  S-8  filed  February  15,  2005  (Registration 
No. 333-122835)).* 

   Amendment  No.  4  to  OYO  Geospace  Corporation  1997  Key  Employee  Stock  Option  Plan,  dated  February  8,  2005
(incorporated  by  reference  to  the  Registrant’s  Registration  Statement  on  Form  S-8  filed  February  15,  2005  (Registration 
No. 333-122835)).* 

10.8 

  Amendment  No.  5  to  OYO  Geospace  Corporation  1997  Key  Employee  Stock  Option  Plan,  dated  January  1,  2009

(incorporated by reference to Registrant’s Annual Report on Form 10-K for the year ended September 30, 2013).* 

10.9 

  Amendment  No.  6  to  OYO  Geospace  Corporation  1997  Key  Employee  Stock  Option  Plan,  approved  by  stockholders
August 20,  2013  (incorporated  by  reference  to  Registrant’s  Annual  Report  on  Form  10-K  for  the  year  ended 
September 30, 2013).* 

10.10 

  Form of Employee Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Form S-8 

filed May 21, 2014).* 

10.11 

  Form of Employee Incentive Stock Option Award Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s

Form S-8 filed May 21, 2014).* 

10.12 

  Form  of  Employee  Non-Qualified  Stock  Option  Award  Agreement  (incorporated  by  reference  to  Exhibit  10.3  to  the

Registrant’s Form S-8 filed May 21, 2014).* 

31 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exhibit 
Number    Description of Documents 

10.13 

  Form of Consultant Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Form

S-8 filed May 21, 2014).*

10.14 

  Form of Consultant Stock Option Award Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Form S-8 

filed May 21, 2014).* 

10.15 

  Form of Director Stock  Option  Award  Agreement (incorporated by reference to Exhibit  10.6 to the Registrant’s Form S-8 

filed May 21, 2014).* 

10.16 

  Form of Director Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.7 to the Registrant’s Form S-8 

filed May 21, 2014).* 

10.17 

  Geospace  Technologies  Corporation  2014  Long-Term  Incentive  Plan  (incorporated  by  reference  to  Appendix  A  to  the

Company’s Proxy Statement on Schedule 14A filed on December 11, 2013).* 

10.18 

   Form of Amended and Restated Indemnity Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current

Report on Form 8-K filed May 26, 2015). 

10.19 

   Geospace  Technologies  Corporation  Fiscal  Year  2013  Bonus  Plan  (incorporated  by  reference  to  Exhibit  10.1  to  the

Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2012 filed February 7, 2013).* 

10.20 

   First Amendment effective October 1, 2008 to Employment Agreement dated as of August 1, 1997, between the Company
and  Gary  D.  Owens  (incorporated  by  reference  to  the  Registrant’s  Quarterly  Report  on  Form  10-Q  for  the  quarter  ended 
December 31, 2009, filed February 5, 2010).* 

10.21 

   First Amendment effective October 1, 2008 to Employment Agreement dated as of August 1, 1997, between the Company
and Michael J. Sheen (incorporated by reference to the  Registrant’s  Quarterly Report on Form 10-Q  for the quarter  ended 
December 31, 2009, filed February 5, 2010).* 

10.22 

   Loan Agreement dated September 27, 2013 among Geospace Technologies Corporation, as borrower, certain subsidiaries of
Geospace Technologies Corporation, as guarantors, and Frost Bank, as lender (incorporated by reference to Exhibit 10.1 of
the registrant’s Current Report on Form 8-K filed October 1, 2013). 

10.23 

  First Amendment to Loan Agreement effective September 27, 2013 among Geospace Technologies Corporation, as borrower, 
certain  subsidiaries  of  Geospace  Technologies  Corporation,  as  guarantors,  and  Frost  Bank,  as  lender  (incorporated  by
reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K filed December 18, 2013). 

10.24 

   Revolving Promissory Note dated September 27, 2013 made by Geospace Technologies Corporation payable to Frost Bank

(incorporated by reference to Exhibit 10.2 of the registrant’s Current Report on Form 8-K filed October 1, 2013). 

10.25 

   Employment Agreement effective as of January 1, 2012, by and between OYO Geospace Corporation and Walter R. Wheeler

(incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed December 9, 2011).* 

10.26 

   Employment Agreement effective as of January 1, 2012, by and between OYO Geospace Corporation and Robbin B. Adams

(incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed December 9, 2011).* 

10.27 

   Employment Agreement effective as of January 1, 2012, by and between OYO Geospace Corporation and Thomas T. McEntire

(incorporated by reference to Exhibit 99.3 to the Registrant’s Current Report on Form 8-K filed December 9, 2011).*  

10.28 

  Geospace  Technologies  Corporation  Fiscal  Year  2014  Bonus  Plan  (incorporated  by  reference  to  Exhibit  10.1  to  the

Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2013 filed February 6, 2014).* 

32 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exhibit 
Number    Description of Documents 

10.29      Waiver  and  Consent  Letter  to  Loan  Agreement  effective  April  6,  2015  among  Geospace  Technologies  Corporation  as
borrower, certain subsidiaries of Geospace Technologies Corporation, as guarantors, and Frost Bank, as lender (incorporated
by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed April 7, 2015). 

10.30 

   Second Amendment to the Credit Agreement effective May 4, 2015 by and between Geospace Technologies Corporation as
borrower, certain subsidiaries of Geospace Technologies Corporation, as guarantors, and Frost Bank, as lender (incorporated 
by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed 
May 8, 2015). 

10.31       Revolving Promissory Note effective May 4, 2015 by and between Geospace Technologies Corporation as borrower, certain
subsidiaries of Geospace Technologies Corporation, as guarantors, and Frost Bank, as lender (incorporated by reference to
Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed May 8, 2015). 

21.1 

   Subsidiaries of the Registrant.** 

23.1 

Consent of BDO USA, LLP, Independent Registered Public Accounting Firm.** 

23.2 

   Consent of UHY LLP, Independent Registered Public Accounting Firm.** 

31.1 

   Certification of the Company’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.** 

31.2 

   Certification of the Company’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.** 

32.1 

   Certification of the Company’s Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 

32.2 

   Certification of the Company’s Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 

101 

   Interactive data file.** 

* 
** 

This exhibit is a management contract or a compensatory plan or arrangement.  
Filed herewith.  

33 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Pursuant to the requirements of Section 13 or 15(d) 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.  

SIGNATURES  

GEOSPACE TECHNOLOGIES CORPORATION

By: 

/s/  WALTER R. WHEELER 

Walter R. Wheeler, Director, President and 
Chief Executive Officer 
November 19, 2015 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the 
following persons on behalf of the Registrant and in the capacities and on the dates indicated.  

Signature 

Title 

Date 

/s/  WALTER R. WHEELER 
Walter R. Wheeler 

Director, President and Chief Executive Officer 
(Principal Executive Officer) 

November 19, 2015 

/s/  THOMAS T. McENTIRE 
Thomas T. McEntire 

Vice President, Chief Financial Officer and 
Secretary (Principal Financial Officer and Principal 
Accounting Officer) 

November 19, 2015 

/s/  GARY D. OWENS 
Gary D. Owens 

/s/  THOMAS L. DAVIS 
Thomas L. Davis 

/s/  E.R. GIESINGER 
E.R. Giesinger 

/s/  TINA M. LANGTRY 
Tina M. Langtry 

/s/  RICHARD F. MILES 
Richard F. Miles 

/s/  WILLIAM H. MOODY 
William H. Moody 

/s/  MICHAEL J. SHEEN 
Michael J. Sheen 

/s/  CHARLES H. STILL 
Charles H. Still 

Chairman of the Board 

November 19, 2015 

November 19, 2015 

November 19, 2015 

November 19, 2015 

November 19, 2015 

November 19, 2015 

November 19, 2015 

November 19, 2015 

Director 

Director 

Director 

Director 

Director 

Director 

Director 

34 

 
 
 
 
 
 
 
 
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES  
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES 

Reports of Independent Registered Public Accounting Firms ............................................................................................................  F-2 

Consolidated Balance Sheets as of September 30, 2015 and 2014 .....................................................................................................  F-5 

Consolidated Statements of Operations for the Years Ended September 30, 2015, 2014 and 2013 ...................................................  F-6 

Consolidated Statements of Comprehensive Income (loss) for the Years Ended September 30, 2015, 2014 and 2013 .....................  F-7 

Consolidated Statement of Stockholders’ Equity for the Years Ended September 30, 2015, 2014 and 2013 ....................................  F-8 

Consolidated Statements of Cash Flows for the Years Ended September 30, 2015, 2014 and 2013 ..................................................  F-9 

Notes to Consolidated Financial Statements .......................................................................................................................................  F-10

Schedule II—Valuation and Qualifying Accounts ..............................................................................................................................  F-31

F-1 

 
   
 
   
 
   
 
   
 
   
 
   
 
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  

To the Board of Directors and  
Stockholders of Geospace Technologies Corporation 
Houston, Texas  

We have audited the accompanying consolidated balance sheet of Geospace Technologies Corporation (“the Company”) as of 
September 30,  2015,  and  the related  consolidated  statements  of  operations,  comprehensive  income  (loss),  stockholders’  equity,  and 
cash flows for the fiscal year then ended. In connection with our audit of the consolidated financial statements, we have also audited 
the  financial  statement  schedule  as  of  and  for  the  year  ended  September  30,  2015  listed  in  the  accompanying  index.  These 
consolidated financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express 
an opinion on these consolidated financial statements and schedule based on our audit.  

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are 
free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the 
financial statements, assessing the accounting principles used and significant estimates made by  management, as  well as evaluating 
the overall presentation of the financial statements and schedule. We believe that our audit provides a reasonable basis for our opinion.  

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated 
financial position of Geospace Technologies Corporation as of September 30, 2015, and the consolidated results of its operations and 
its  cash  flows  for  the  fiscal  year  then  ended,  in  conformity  with  accounting  principles  generally  accepted  in  the  United  States  of 
America.  

Also, in our opinion, the related financial statement schedule as of and for the year ended September 30, 2015, when considered 
in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set 
forth therein.  

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the 
Company’s  internal  control  over  financial  reporting  as  of  September 30,  2015,  based  on  criteria  established  in  Internal  Control-
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our 
report dated November 19, 2015 expressed an adverse opinion thereon.  

/s/ BDO USA, LLP  

Houston, Texas  
November 19, 2015  

F-2 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  

To the Board of Directors and  
Stockholders of Geospace Technologies Corporation 
Houston, Texas  

We  have  audited  Geospace  Technologies  Corporation  (“the  Company”)  internal  control  over  financial  reporting  as  of 
September 30,  2015,  based  on  criteria  established  in  Internal  Control-Integrated  Framework  (2013)  issued  by  the  Committee  of 
Sponsoring  Organizations  of  the  Treadway  Commission  (the  COSO  criteria).  The  Company’s  management  is  responsible  for 
maintaining  effective  internal  control  over  financial  reporting  and  for  its  assessment  of  the  effectiveness  of  internal  control  over 
financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control Over Financial Reporting. Our 
responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.  

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 
Those  standards  require  that  we  plan  and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  effective  internal  control 
over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over 
financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness 
of internal control based on the assessed risk.  Our audit also included performing such other procedures as we considered necessary in 
the circumstances.  We believe that our audit provides a reasonable basis for our opinion.  

A  company’s  internal  control  over  financial  reporting  is  a  process  designed  to  provide  reasonable  assurance  regarding  the 
reliability  of  financial  reporting  and  the  preparation  of  financial  statements  for  external  purposes  in  accordance  with  generally 
accepted  accounting  principles.  A  company’s  internal  control  over  financial  reporting  includes  those  policies  and  procedures  that 
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the 
assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial 
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being 
made  only  in  accordance  with  authorizations  of  management  and  directors  of  the  company;  and  (3) provide  reasonable  assurance 
regarding  prevention  or  timely  detection  of  unauthorized  acquisition,  use,  or  disposition  of  the  company’s  assets  that  could  have  a 
material effect on the financial statements.  

Because  of  its  inherent  limitations,  internal  control  over  financial  reporting  may  not  prevent  or  detect  misstatements.  Also, 
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of 
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there 
is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented 
or detected on a timely basis. A material weakness regarding management’s failure to maintain effective controls over the calculation 
of deferred income taxes has been identified and described in management’s assessment. This material weakness was considered in 
determining the nature, timing, and extent of audit tests applied in our audit of the 2015 consolidated financial statements, and this 
report does not affect our report dated November 19, 2015 on those consolidated financial statements. 

In  our  opinion,  Geospace  Technologies  Corporation  did  not  maintain,  in  all  material  respects,  effective  internal  control  over 

financial reporting as of September 30, 2015, based on the COSO criteria.  

We do not express an opinion or any other form of assurance on management’s statements referring to any corrective actions 

taken by the Company after the date of management’s assessment.  

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the 
consolidated balance sheet of Geospace Technologies Corporation as of September 30, 2015, and the related consolidated statement of 
operations,  comprehensive  income  (loss),  stockholders’  equity,  and  cash  flows  for  the  year  then  ended,  and  our  report  dated 
November 19, 2015 expressed an unqualified opinion thereon.  

/s/ BDO USA, LLP  

Houston, Texas  
November 19, 2015  

F-3 

 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  

To the Board of Directors and  
Stockholders of Geospace Technologies Corporation:  

We  have  audited  the  accompanying  consolidated  balance  sheet  of  Geospace  Technologies  Corporation  and  subsidiaries  (“the 
Company”)  as  of  September 30,  2014,  and  the  related  consolidated  statements  of  operations,  comprehensive  income,  stockholders’ 
equity, and cash flows for each of the two fiscal years in the period ended September 30, 2014. Our audits also included the financial 
statement schedule listed in the accompanying index. These consolidated financial statements and schedule are the responsibility of 
the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and schedule based 
on our audits.  

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 
Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are 
free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the 
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, 
as  well  as  evaluating  the  overall  financial  statement  presentation.  We  believe  that  our  audits  provide  a  reasonable  basis  for  our 
opinion.  

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated 
financial position of Geospace Technologies Corporation and subsidiaries as of September 30, 2014, and the consolidated results of 
their  operations  and  their  cash  flows  for  each  of  the  two  fiscal  years  in  the  period  ended  September 30,  2014,  in  conformity  with 
accounting  principles  generally  accepted  in  the  United  States  of  America.  Also,  in  our  opinion,  the  related  financial  statement 
schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material 
respects, the information set forth therein.  

/s/ UHY LLP  

Houston, Texas  
November 21, 2014  

F-4 

Geospace Technologies Corporation and Subsidiaries  
Consolidated Balance Sheets  
(In thousands, except share amounts)  

Current assets: 

ASSETS 

Cash and cash equivalents .................................................................................................   $
Short-term investments ......................................................................................................    
Trade accounts receivable, net of allowance of $2,516 and $1,125 ..................................    
Current portion of notes receivable ...................................................................................    
Income tax receivable ........................................................................................................    
Inventories, net ..................................................................................................................    
Deferred income tax assets ................................................................................................    
Prepaid expenses and other current assets .........................................................................    
Total current assets ..................................................................................................    
Rental equipment, net .................................................................................................................    
Property, plant and equipment, net .............................................................................................  
Goodwill .....................................................................................................................................    
Non-current deferred income tax assets ......................................................................................    
Non-current notes receivable ......................................................................................................    
Prepaid income taxes ..................................................................................................................    
Other assets .................................................................................................................................    
Total assets ...............................................................................................................   $

LIABILITIES AND STOCKHOLDERS’ EQUITY 

Current liabilities: 

Accounts payable trade .....................................................................................................   $
Accrued expenses and other current liabilities ..................................................................    
Deferred revenue ...............................................................................................................    
Deferred income tax liabilities ..........................................................................................    
Income tax payable ............................................................................................................    
Total current liabilities .............................................................................................    

Non-current deferred income tax liabilities ................................................................................    
Total liabilities .........................................................................................................    

Commitments and contingencies (Note 17) ................................................................................       
Stockholders’ equity: 

AS OF SEPTEMBER 30, 

2015 

2014 

22,314    $
18,112     
12,693     
2,004     
17,369     
124,800     
6,422     
1,295     
205,009     
46,036     
48,709

—     
1,586     
1,516     
4,095     
95     
307,046    $

4,077    $
9,679     
165     
10     
3     
13,934     

3,488     
17,422     

33,357  
19,861  
24,602  
3,786  
2,570  
145,890 
7,244  
6,698  
244,008  
53,873  
49,205
1,843  
75  
28  
5,848  
106  
354,986  

4,964  
14,590  
3,752  
23  
22  
23,351  

2,377  
25,728  

Preferred stock, 1,000,000 shares authorized, no shares issued and outstanding ..............    
Common stock, $.01 par value, 20,000,000 shares authorized, 13,147,916 and 

13,147,416 shares issued and outstanding ....................................................................    
Additional paid-in capital ..................................................................................................    
Retained earnings ..............................................................................................................    
Accumulated other comprehensive loss ............................................................................    
Total stockholders’ equity........................................................................................    
Total liabilities and stockholders’ equity .................................................................   $

—     

—  

131     
74,160     
228,278     
(12,945)    
289,624     
307,046    $

131  
70,704  
260,919  
(2,496) 
329,258  
354,986  

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

F-5 

 
 
    
 
   
       
 
    
        
 
    
        
 
    
        
 
 
 
     
 
        
 
    
        
 
Geospace Technologies Corporation and Subsidiaries  
Consolidated Statements of Operations  
(In thousands, except share and per share amounts)  

YEAR ENDED SEPTEMBER 30, 
2014 

2013 

2015 

Revenue: 

Products .......................................................................................................................  $
Rental equipment .........................................................................................................   
Total revenue .....................................................................................................   

73,691    $
11,176    
84,867     

209,581   $
27,331 
236,912    

287,233 
13,374 
300,607 

Cost of revenue: 

Products .......................................................................................................................   
Rental equipment .........................................................................................................   
Total costs of revenue ........................................................................................   
Gross profit (loss) .................................................................................................................   
Operating expenses: 

Selling, general and administrative expenses ..............................................................   
Research and development expenses ...........................................................................   
Goodwill impairment expense .....................................................................................   
Bad debt expense .........................................................................................................   
Total operating expenses....................................................................................   
Income (loss) from operations ..............................................................................................   
Other income (expense): 

Interest expense ...........................................................................................................   
Interest income ............................................................................................................   
Foreign exchange gains (losses) ..................................................................................   
Other, net .....................................................................................................................   
Total other income (expense), net ......................................................................   
Income (loss) before income taxes ........................................................................................   
Income tax expense (benefit) ................................................................................................   
Net income (loss) ..................................................................................................................  $
Earnings (loss) per common share: 

79,998    
16,069    
96,067    
(11,200)    

22,671 
14,694     
1,843    
2,147     
41,355     
(52,555)    

(229)    
427     
2,622     
(99)    
2,721     
(49,834)    
(17,193)    
(32,641)   $

125,497 
14,956 
140,453 
96,459    

25,291 
16,536    
— 
833    
42,660    
53,799    

(471)   
123    
182    
(90)   
(256)   
53,543    
16,632    
36,911   $

152,659 
8,187 
160,846 
139,761 

23,383 
14,694 
— 
457 
38,534 
101,227 

(260) 
880 
(708)
(46) 
(134)
101,093 
31,536 
69,557 

Basic ............................................................................................................................  $
Diluted .........................................................................................................................  $

(2.51)  $
(2.51)   $

2.82  $
2.81   $

5.40 
5.38 

Weighted average common shares outstanding: 

Basic ............................................................................................................................    12,996,958      12,950,958     12,886,372 
Diluted .........................................................................................................................    12,996,958      12,997,009     12,938,661 

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

F-6 

 
    
   
 
 
    
 
 
 
 
 
    
 
 
 
 
 
 
    
        
       
 
 
 
 
    
        
       
 
    
        
       
 
    
        
       
 
Geospace Technologies Corporation and Subsidiaries  
Consolidated Statements of Comprehensive Income (Loss)  
(In thousands)  

Net income (loss) ..................................................................................................................   $
Other comprehensive income (loss), net of tax: 

Change in unrealized gains (losses) on available-for-sale securities ...........................    
Foreign currency translation adjustments ....................................................................    
Other comprehensive loss, net of tax ....................................................................................    
Total comprehensive income (loss) ......................................................................................   $

YEAR ENDED SEPTEMBER 30, 
2014 
36,911    $

2015 
(32,641)   $ 

2013 
69,557

23     
(10,472)    
(10,449)    
(43,090)   $ 

(26)    
(1,406)    
(1,432)    
35,479    $

(30)
(809)
(839)
68,718

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

F-7 

 
     
   
 
   
       
       
 
 
Geospace Technologies Corporation and Subsidiaries  
Consolidated Statement of Stockholders’ Equity  
For the years ended September 30, 2015, 2014 and 2013  
(In thousands, except share amounts)  

Common Stock 

Shares 

Amount 

Additional 
Paid-In 
Capital 

Retained 
Earnings 

Accumulated
Other 
Comprehensive
Loss 

Total 

Balance at October 1, 2012 ..........................      12,802,160 $
—  
Net income ...................................................     
Other comprehensive loss ............................     
—  
Excess tax benefit from stock-based 

128 $
—  
—  

60,633 $
—  
—  

154,451    $ 
69,557      
—      

(225)  $214,987 
—     69,557 
(839) 

(839)   

compensation ...........................................       

—  

3,390  

—      

—    

3,390 

—    
—    

1,419 
544 
(1,064)   289,058
—     36,911 
(1,432) 

(1,432)   

—    
— 
— 

178 
— 
— 

—    
—    

424 
4,119 
(2,496)    329,258 
—     (32,641)
(10,449)    (10,449) 

—    
— 
— 
—    

(1,083)
— 
— 
4,539 
(12,945)  $289,624 

Issuance of common stock pursuant to 

exercise of options, net of tax ..................     
Stock-based compensation expense .............     
Balance at September 30, 2013 ....................  
Net income ...................................................     
Other comprehensive loss ............................     
Excess tax benefit from stock-based 

compensation ...........................................     
Issuance of restricted stock ..........................    
Forfeiture of restricted stock ........................    
Issuance of common stock pursuant to 

139,906  
—  

12,942,066

—  
—  

—   
197,000  
(8,000)  

16,350  
exercise of options, net of tax ..................     
Stock-based compensation expense .............     
—  
Balance at September 30, 2014 ....................      13,147,416  
—  
Net loss ........................................................     
Other comprehensive loss ............................     
—  
Excess tax expense from stock-based 

—   
compensation ...........................................     
3,000  
Issuance of restricted stock ..........................    
(2,500)  
Forfeiture of restricted stock ........................    
—  
Stock-based compensation expense .............     
Balance at September 30, 2015 ....................      13,147,916 $

1  
—  

129

—  
—  

—  
2  
—  

—  
—  
131  
—  
—  

—  
—  
—  
—  
131 $

1,418  
544  

65,985

—  
—  

178  
(2)  
—  

424  
4,119  
70,704  
—  
—  

(1,083)  
—  
—  
4,539  
74,160 $

—      
—      
224,008   
36,911      
—      

—      
—     
—     

—      
—      
260,919      
(32,641 )    
—      

—      
—     
—     
—      
228,278    $ 

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

F-8 

  
 
 
   
    
  
 
   
 
 
 
 
Geospace Technologies Corporation and Subsidiaries  
Consolidated Statements of Cash Flows  
(In thousands)  

YEAR ENDED SEPTEMBER 30, 
2014 

2013 

2015 

Cash flows from operating activities: 

Net income (loss) ....................................................................................................................  $
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating 

(32,641 )     $ 

36,911     $

69,557  

activities: 
Deferred income tax expense (benefit) ...............................................................................   
Depreciation and amortization ...........................................................................................   
Goodwill impairment .........................................................................................................   
Accretion of discounts on short-term-investments .............................................................   
Stock-based compensation expense....................................................................................   
Bad debt expense ................................................................................................................   
Inventory obsolescence expense .........................................................................................   
Gross profit from sale of used rental equipment.................................................................   
Loss (gain) on disposal of property, plant and equipment ..................................................   
Realized loss (gain) on short-term investments ..................................................................   
Excess tax expense from stock-based compensation ..........................................................   
Effects of changes in operating assets and liabilities: 

Trade accounts and notes receivable .............................................................................   
Income tax receivable ....................................................................................................   
Inventories .....................................................................................................................   
Costs and estimated earnings in excess of billings ........................................................   
Prepaid expenses and other current assets .....................................................................   
Prepaid income taxes .....................................................................................................   
Accounts payable trade .................................................................................................   
Accrued expenses and other ..........................................................................................   
Deferred revenue ...........................................................................................................   
Income taxes payable ....................................................................................................   
Net cash provided by (used in) operating activities ..................................................   

Cash flows from investing activities: 

Purchase of property, plant and equipment .............................................................................   
Proceeds from the sale of property, plant and equipment ........................................................   
Investment in rental equipment ...............................................................................................   
Proceeds from the sale of used rental equipment ....................................................................   
Purchases of short-term investments .......................................................................................   
Proceeds from the sale of short-term investments ...................................................................   
Net cash provided by (used in) investing activities ..................................................   

Cash flows from financing activities: 

(943 )       
19,547         
1,843  

225         
4,539         
2,147         
3,887         
(3,208 )       
26  
7         
(1,083 )     

7,088         
(14,799 )     
9,661        
—         
997        
1,753        
(834 )       
(6,004 )       
(3,567 )       
(10 )       
(11,369 )       

(2,189 )       
—         
(3,973 )       
4,278         
(6,306 )       
7,902         
(288 ) 

818      
17,774      
— 
49      
4,119      
833      
2,617      
(9,031)     
(64)     
—      
— 

25,605      
(2,639) 
(10,452)     
12,400      
998      
353      
(11,756)      
(3,435)      
2,685      
(135)      
67,650      

(6,792)     
27      
(26,719)     
16,390      
(21,610)     
2,000      

(36,704) 

Net (payments) borrowings under line of credit ......................................................................   
Excess tax benefits from stock-based compensation ...............................................................   
Proceeds from exercise of stock options and other ..................................................................   

Net cash provided by (used in) financing activities ..................................................   
Effect of exchange rate changes on cash ......................................................................................   
Increase (decrease) in cash and cash equivalents .........................................................................   
Cash and cash equivalents, beginning of fiscal year.....................................................................   
Cash and cash equivalents, end of fiscal year ...............................................................................  $

—        
—         
—         
—         
614  
(11,043 )       
33,357         
22,314       $ 

(931)     
178      
424      
(329)      
14 
30,631      
2,726      
33,357     $

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

(523)  
12,229  
— 
162  
544  
457  
187  
(13,627) 
301 
(19)  
— 

(33,717)  
(137) 
(73,357) 
(12,400)  
(321) 
(722) 
(442)  
3,324  
(7,541)  
(1,116)  
(57,161)  

(19,384) 
—  
(22,275) 
25,497  
(1,587) 
21,139  
3,390 

931    
3,390  
1,419  

5,740  
5 

(48,026)  
50,752  
2,726  

F-9 

   
  
  
  
  
  
 
  
 
         
       
   
 
         
       
   
   
 
    
 
 
         
       
   
 
 
         
       
   
  
 
 
         
       
   
    
   
Geospace Technologies Corporation and Subsidiaries  
Notes to Consolidated Financial Statements 

1. Summary of Significant Accounting Policies:  

The Company  

Geospace Technologies Corporation (“Geospace”) designs and manufactures instruments and equipment used by the oil and gas 
industry to acquire seismic data in order to locate, characterize and monitor hydrocarbon producing reservoirs. Geospace also designs 
and manufactures non-seismic products, including industrial products, offshore cables, thermal imaging equipment and film. Geospace 
and its subsidiaries are referred to collectively as the “Company”.  

The significant accounting policies followed by the Company are summarized below.  

Basis of Presentation 

The accompanying financial statements present the consolidated financial position, results of operations and cash flows of the 
Company  in accordance  with U.S. generally  accepted accounting principles.  All intercompany balances and transactions  have been 
eliminated.  

Reclassifications  

Certain amounts previously presented in the consolidated financial statements have been reclassified to conform to the current 

year presentation.  Such reclassifications had no effect on net income (loss), stockholders’ equity or cash flows.  

Use of Estimates  

The  preparation  of  financial  statements  in  conformity  with  accounting  principles  generally  accepted  in  the  United  States  of 
America 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  bad  debt  reserves,  inventory  obsolescence  reserves,  percentage-of-completion 
revenue  recognition,  self-insurance  reserves,  product  warranty  reserves,  long-lived  assets,  goodwill  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. Actual results may differ from these estimates under different conditions or assumptions.  

Cash and Cash Equivalents  

The Company considers all highly liquid investments purchased with an original or remaining maturity at the time of purchase 

of three months or less to be cash equivalents.  

Short-term Investments  

The  Company  classifies  its  short-term  investments  consisting  of  corporate  bonds,  government  bonds  and  other  such  similar 
investments as available-for-sale securities. Available-for-sale securities are carried at fair market value with net unrealized holding 
gains  and  losses  reported  each  period  as  a  component  of  accumulated  other  comprehensive  loss  in  stockholders’  equity.    The 
Company’s short-term  investments have contractual  maturities ranging from October 2015 to July 2017.  See Note 2 for additional 
information.  

F-10 

Geospace Technologies Corporation and Subsidiaries  
Notes to Consolidated Financial Statements—(Continued) 

Concentrations of Credit Risk  

The  Company  maintains  its  cash  in  bank  deposit  accounts  that,  at  times,  exceed  federally  insured  limits.  Management  of  the 
Company  believes  that  the  financial  strength  of  the  financial  institutions  holding  such  deposits  minimizes  the  credit  risk  of  such 
deposits.  

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  when competitive conditions require such financing. In 
such cases, the Company may require collateral. Allowances are recognized for potential credit losses.  No customers comprised 10% 
of the Company’s revenue during fiscal year 2015. One customer comprised 26.4% of the Company’s revenue during fiscal year 2014.  
One customer comprised 36.5% of the Company’s revenue during fiscal year 2013.  

One  of  the  Company’s  wholly-owned  subsidiaries,  Geospace  Technologies  Eurasia,  is  located  in  the  Russian  Federation.  In 
addition, the Company operates a branch office, Geospace Technologies Sucursal Sudamericana, in Colombia. The financial results 
for these entities may be affected by factors such as changes in foreign currency exchange rates, weak economic conditions or changes 
in the political climate. The consolidated balance sheet at September 30, 2015 reflected approximately $3.4 million and $0.4 million 
of foreign currency denominated net  working capital related to the Russian and  Colombian operations, respectively.   Both of these 
entities receive a portion of their revenue and pay a majority of their expenses in their local currency. To the extent that transactions of 
these entities are settled in their local currency, a devaluation of these currencies versus the U.S. dollar could reduce any contribution 
from  these  entities  to  the  consolidated  results  of  operations  and  total  comprehensive  income  (loss)  as  reported  in  U.S.  dollars. The 
Company  does  not  hedge  the  market  risk  with  respect  to  the  operations  in  these  countries;  therefore,  such  risk  is  a  general  and 
unpredictable risk of future disruptions in the valuation of such currencies versus U.S. dollars to the extent such disruptions result in 
any reduced valuation of these foreign entities’ net working capital or future contributions to the consolidated results of operations.  At 
September 30, 2015, the foreign exchange rate for $1.00 (one U.S. dollar) was equal to 65.4 Russian  Rubles and 3,116 Colombian 
Pesos, respectively. If the value of the U.S. dollar were to increase by ten percent against these foreign currencies, the working capital 
in the Russian Federation and in Colombia could decline by $0.3 million and $39,000, respectively. 

Inventories 

The Company records a write-down of its inventories when the cost basis of any manufactured product, including any estimated 
future  costs  to  complete  the  manufacturing  process,  exceeds  its  net  realizable  value.    Inventories  are  stated  at  the  lower  of  cost  or 
market value.  Cost is determined on the first-in, first-out method, except that certain of the Company’s foreign subsidiaries use an 
average cost method to value their inventories. 

Property, Plant and Equipment and Rental Equipment  

Property, plant and equipment and rental equipment are stated at cost. Depreciation expense is calculated using the straight-line 

method over the following estimated useful lives:  

Rental equipment ........................................................................................    
Property, plant and equipment: 

Years 

3-5    

Machinery and equipment .................................................................    
Buildings and building improvements ..............................................    
Other .................................................................................................    

3-15    
10-50    
5-10    

F-11 

  
  
   
  
Geospace Technologies Corporation and Subsidiaries  
Notes to Consolidated Financial Statements—(Continued) 

Expenditures  for  renewals  and  betterments  are  capitalized.  Repairs  and  maintenance  expenditures  are  charged  to  expense  as 
incurred. The cost and accumulated depreciation of assets sold or otherwise disposed of are removed from the accounts and any gain 
or loss thereon is reflected in the statements of operations.  

Goodwill  

The  Company  accounts  for  goodwill  in  accordance  with  the  provisions  of  Financial  Accounting  Standards  Board  (“FASB”) 
ASC  350,  Intangibles(cid:830)Goodwill  and  Other(cid:839).    Under  FASB  ASC  350  goodwill  is  tested  for  impairment  at  least  annually,  unless 
indicators of impairment exist in interim periods.    

FASB  ASC  350  requires  a  two-step  process  for  testing  goodwill  impairment,  however  it  permits  an  entity  the  option  to  first 
assess qualitative  factors to determine  whether it is necessary to perform the two-step goodwill impairment test. If it  is determined 
that, based on a qualitative assessment, it is not more likely than not that the Company’s fair value is less than its carrying amount, 
then the first and second steps of the goodwill impairment test are unnecessary.   Under the first step of the two-step process, the fair 
value of each reporting unit is compared to its carrying value to determine whether an indication of impairment exists. A reporting unit 
is  an  operating  segment  or  one  level  below  an  operating  segment  (referred  to  as  a  component).  Two  or  more  components  of  an 
operating  segment  shall  be  aggregated  and  deemed  a  single  reporting  unit  if  the  components  have  similar  economic 
characteristics.   Second,  if  an  impairment  is  indicated,  the  implied  fair  value  of  the  reporting  unit’s  goodwill  is  determined  by 
allocating the  unit’s  fair value to its assets and liabilities,  including any unrecognized intangible assets, as  if the reporting  unit  had 
been acquired in a business combination. The amount of impairment for goodwill and other intangible assets is measured as the excess 
of the carrying value over the implied fair value. 

See  Note  4  for  our  discussion  on  our  annual  impairment  test.    In  estimating  the  fair  value  of  the  seismic  reporting  unit,  the 
Company  used  a  combination  of  two  methods,  one  based  on  market  multiples  (the  market  approach)  and  the  other  based  on 
discounted cash flows (the income approach) which requires assumptions and estimates with respect to revenue and expense growth 
rates, changes in working capital and the selection of and use of an appropriate discount rate.     

Impairment of Long-lived Assets  

The  Company’s  long-lived  assets  are  reviewed  for  impairment  whenever  an  event  or  change  in  circumstances  indicates  the 
carrying amount of an asset or group of assets may not be recoverable. The impairment review, if necessary, includes a comparison of 
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. In connection with the Company’s goodwill 
impairment test, management also reviewed the recoverability of the carrying value of the Company’s rental equipment and property, 
plant and equipment based on future undiscounted cash flows and determined that the expected future cash flows exceed the carrying 
value of the asset group at September 30, 2015.   

Revenue Recognition  

The Company primarily derives revenue from the sale of its manufactured products, including revenue derived from the sale of 
its manufactured rental equipment. In addition, the Company generates revenue from the short-term rental under operating leases of its 
manufactured  products.  Except  for  revenue  recognized  using  the  percentage-of-completion  method  discussed  below,  the  Company 
recognizes  revenue  from  product  sales,  including  the  sale  of  used  rental  equipment,  when  (i) title  passes  to  the  customer,  (ii) the 
customer  assumes  risks  and  rewards  of  ownership,  (iii) the  product  sales  price  has  been  determined,  (iv) collectability  of  the  sales 
price  is  reasonably  assured  and  (v) product  delivery  occurs  as  directed  by  the  customer.  Except  for  certain  of  the  Company’s 
permanent reservoir monitoring products, 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 recognizes rental revenue as 
earned over the rental period. Rentals of the Company’s equipment generally range from daily rentals to rental periods of up to six 

F-12 

Geospace Technologies Corporation and Subsidiaries  
Notes to Consolidated Financial Statements—(Continued) 

months  or  longer.  Revenue  from  engineering  services  are  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 are generally priced on a per day rate.  

Revenue Recognition – Percentage of Completion  

The Company utilizes the percentage-of-completion method (the “POC Method”) to recognize revenue and costs on contracts 

having the following characteristics:  

(cid:120)(cid:3)

(cid:120)(cid:3)

(cid:120)(cid:3)

(cid:120)(cid:3)

the order/contract requires significant custom designs for customer specific applications;  

the product design requires significant engineering efforts;  

the order/contract requires the customer to make progress payments during the contract term; and  

the order/contract requires at least 90 days of engineering and manufacturing effort.  

The  POC  Method  requires  the  Company’s  senior  management  to  make  estimates,  at  least  quarterly,  of  the  (i) total  expected 
costs  of  the  contract,  (ii) manufacturing  progress  against  the  contract  and  (iii) the  estimated  cost  to  complete  the  contract.  These 
estimates impact the amount of revenue and gross profit the Company recognizes for each reporting period. Significant estimates that 
may affect the future cost to complete a contract include the cost and availability of raw materials and component parts, engineering 
services,  manufacturing  equipment,  labor,  manufacturing  capacity,  factory  productivity,  contract  penalties  and  disputes,  product 
warranties and other contingent factors. Change orders are included in the total estimated contract revenue when it is probable that the 
change order will result in additional value that can be reliably estimated and realized. The Company defers recognition of the entire 
amount  of  revenue  or  portion  thereof  associated  with  unapproved  change  orders  if  there  is  substantial  uncertainty  as  to  amounts 
involved or ultimate realization. The cumulative impact of periodic revisions to the future cost to complete a contract will be reflected 
in the period in which these changes become known, including, to the extent required, the recognition of losses at the time such losses 
are known and estimable. Due to the various estimates inherent in the POC Method, actual final results at the conclusion of a contract 
could differ from management’s previous estimates.  

The  Company  analyzes  a  variety  of  indicators  to  determine  manufacturing  progress,  including actual  costs  incurred  to  date 

compared to total estimated costs and actual quantities produced to date compared to total contract quantities.  

The Company had no contracts accounted for under the POC Method at September 30, 2015 and September 30, 2014. 

Deferred Revenue 

The Company records deferred revenue when funds are received prior to the recognition of the associated revenue.  

Research and Development Costs 

The Company expenses research and development costs as incurred. Research and development costs include salaries, employee 

benefit costs, department supplies, direct project costs and other related costs.  

Product Warranties  

Most  of  the  Company’s  products  do  not  require  installation  assistance  or  sophisticated  instructions.  The  Company  offers  a 
standard product warranty obligating it to repair or replace equipment with manufacturing defects. The Company maintains a reserve 
for future warranty costs based on historical experience or, in the absence of historical product experience, management’s estimates. 
Reserves  for  future  warranty  costs  are  included  within  accrued  expenses  and  other  current  liabilities  on  the  consolidated  balance 
sheets.  

F-13 

Geospace Technologies Corporation and Subsidiaries  
Notes to Consolidated Financial Statements—(Continued) 

Changes in the product warranty reserve are reflected in the following table (in thousands):  

Balance at October 1, 2012 ............................................................ $
Accruals for warranties issued during the year..............................
Settlements made (in cash or in kind) during the year...................
Balance at September 30, 2013......................................................
Accruals for warranties issued during the year..............................
Settlements made (in cash or in kind) during the year...................
Balance at September 30, 2014......................................................
Accruals for warranties issued during the year..............................
Settlements made (in cash or in kind) during the year...................
Balance at September 30, 2015...................................................... $

2,308    
681    
(1,037 ) 
1,952  
324  
(1,325 ) 
951    
4,984    
(3,609 ) 
2,326    

Stock-Based Compensation  

The  Company  expenses  the  grant  date  fair  value  of  equity  awards  over  the  requisite  service  period.  The  Company  uses  the 
Black-Scholes  model  to  value  its  new  stock  option  grants  at  the  issuance  date.  Restricted  stock  grants  are  valued  based  on  the  fair 
value  of  the  Company’s  stock  at  the  date  of  grant.    The  stock-based  payment  framework  also  requires  the  Company  to  estimate 
forfeitures in calculating the expense related to stock-based compensation. In addition, the stock-based payment framework requires 
the Company to reflect the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash 
inflow.  

During  fiscal  year  2015,  the  Company  issued  3,000  shares  of  restricted  stock  at  a  weighted  average  grant  date  fair  value  of 
$19.13 per share.  During fiscal year 2014, the Company issued 197,000 shares of restricted stock at a weighted average grant date fair 
value of $95.18 per share.  No restricted stock was issued during fiscal year 2013.   No stock options were granted during fiscal years 
2015, 2014 and 2013.  

The  Company  recorded  stock-based  compensation  expense  of  $4.5  million,  $4.1  million  and  $0.5  million  for  the  fiscal  years 

ended September 30, 2015, 2014 and 2013, respectively.  

Foreign Currency Gains and Losses  

The assets and liabilities of the Company’s foreign subsidiaries that have a foreign currency as their functional currency have 
been translated into U.S. dollars using the exchange rates in effect at the balance sheet date. Results of operations have been translated 
using  the  average  exchange  rates  during  the  year.  Resulting  translation  adjustments  have  been  recorded  as  a  component  of 
accumulated other comprehensive income (loss) in stockholders’ equity. Foreign currency transaction gains and losses are included in 
the statements of operations as they occur.   Transaction gains and losses on intra-entity foreign currency transactions and balances 
including  advances  and  demand  notes  payable,  on  which  settlement  is  not  planned  or  anticipated  in  the  foreseeable  future,  are 
recorded in “accumulated other comprehensive loss” on our consolidated balance sheets. 

Shipping and Handling Costs  

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 sales. The 
Company  had  shipping  and  handling  expenses  of  $0.6  million,  $0.9  million  and  $1.4  million  for  each  of  the  fiscal  years  ended 
September 30, 2015, 2014 and 2013, respectively.  

Fair Value 

Fair value is the price that would be received to sell an asset or the amount paid to transfer a liability in an orderly transaction 
between  market  participants  (an  exit  price)  at  the  measurement  date.    The  Company  has  established  a  fair  value  hierarchy  which 

F-14 

Geospace Technologies Corporation and Subsidiaries  
Notes to Consolidated Financial Statements—(Continued) 

prioritizes the inputs to the valuation techniques used to measure fair value into three levels. These levels are determined based on the 
lowest level input that is significant to the fair value measurement. Level 1 represents unadjusted quoted prices in active markets for 
identical  assets  and  liabilities.  Level  2  represents  quoted  prices  for  similar  assets  and  liabilities  in  active  markets  (other than  those 
included  in  Level  1)  which  are  observable,  either  directly  or  indirectly.  Level  3  represents  valuations  derived  from  valuation 
techniques in which one or more significant inputs or significant value drivers are unobservable. 

Income Taxes  

Income taxes are presented in accordance  with the  Accounting Standards Codification Topic 740 (“Topic 740”) guidance for 
accounting for income taxes. The estimated future tax effects of temporary differences between the tax basis of assets and liabilities 
and  amounts  reported  in  the  accompanying  consolidated  balance  sheets,  as  well  as  operating  loss  and  tax  credit  carrybacks  and 
carryforwards are recorded. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax 
basis of assets and liabilities (temporary differences) and are measured using the enacted tax rates and laws that will be in effect when 
the  differences  are  expected  to  reverse. The  Company  periodically  reviews  the  recoverability  of  tax  assets  recorded  on  the  balance 
sheet and provides valuation allowances if it is more likely than not that such assets will not be realized.  

The Company follows the guidance of Topic 740 to analyze all tax positions that are less than certain.  Topic 740 prescribes a 
recognition threshold and  measurement attribute for the  financial statement recognition and  measurement of a tax position taken or 
expected to be taken in a tax return.  In accordance with Topic 740, the Company recognizes in its financial statements the impact of a 
tax  position  if  that  position  is  “more  likely  than  not”  to  be  sustained  on  audit,  based  on  the  technical  merits  of  the  position.   The 
Company’s estimate of the potential outcome of any uncertain tax issue is subject to management’s assessment of relevant risks, facts, 
and circumstances existing at that time.   

The  Company  classifies  interest  and  penalties  associated  with  the  payment  of  income  taxes  in  the  Other  Income  (Expense) 

section of its consolidated statements of operations. 

Recent Accounting Pronouncements  

In July 2015, the FASB issued guidance requiring management to measure inventory at the lower of cost or net realizable value.  
Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, 
disposal, and transportation.  The pronouncement is effective for fiscal years beginning after December 15, 2016, including interim 
periods within that reporting period and should be applied retrospectively, with early application permitted.  The Company is currently 
evaluating the impact this guidance will have on its consolidated financial statements and related disclosures. 

In August 2014, the FASB issued guidance requiring management to evaluate whether there are conditions and events that raise 
substantial doubt about the entity's ability to continue as a going concern and to provide disclosures in certain circumstances.  The new 
guidance was issued to reduce diversity in the timing and content of footnote disclosures. This guidance is effective for fiscal years, 
and  interim  reporting  periods  therein,  beginning  after  December  15,  2016.   The  Company  will  continue  to  evaluate  any  significant 
impacts on consolidated financial statement disclosures. 

In May 2014, the FASB issued guidance requiring entities to recognize revenue from contracts with customers by applying a 
five-step model in accordance with the core principle to depict the transfer of promised goods or services to customers in an amount 
that  reflects  the  consideration  to  which  the  entity  expects  to  be  entitled  in  exchange  for  those  goods  or  services.  In  addition,  this 
guidance specifies the accounting for some costs to obtain or fulfill a contract with a customer and expands disclosure requirements 
for revenue recognition.  In August 2015, the FASB issued guidance deferring the effective date of this guidance to annual periods 
beginning after December 15, 2017, including interim reporting periods therein. Entities have the option to adopt this guidance either 
retrospectively or through a  modified retrospective transition  method.  This  new standard  will  supersede existing revenue  guidance 
and affect the  Company's revenue recognition process and the presentations or disclosures of the  Company's consolidated financial 
statements  and  footnotes.  The  Company  is  currently  evaluating  the  impact  this  guidance  will  have  on  its  consolidated  financial 
statements. 

F-15 

Geospace Technologies Corporation and Subsidiaries  
Notes to Consolidated Financial Statements—(Continued) 

2. Short-term Investments  

During the  fiscal  years ended September 30, 2015, 2014 and 2013 the Company realized gains (losses) of $(7,000), zero and 
$19,000, respectively, from the sale of short-term investments. The realized gains (losses) are recorded in Other Income (Expense) on 
the consolidated statements of operations.  At September 30, 2015 and 2014, the Company’s short-term investments were composed 
of the following (in thousands): 

Short-term investments: 

Corporate bonds ..................................................................................   $
Government bonds...............................................................................    
Total ....................................................................................................   $

15,166    $
2,948      
18,114    $

—       $ 
3         
3       $ 

(5)   $
—     
(5)   $

15,161  
2,951  
18,112  

Amortized
Cost 

AS OF SEPTEMBER 30, 2015  
Unrealized 
Gains 

Unrealized
Losses 

Estimated
Fair Value   

Short-term investment s: 

Corporate bonds ..................................................................................   $
Government bonds...............................................................................    
Total ....................................................................................................   $

14,262    $
5,638      
19,900    $

—       $ 
—         
—       $ 

(27)   $
(12)    
(39)   $

14,235  
5,626  
19,861  

Amortized
Cost 

AS OF SEPTEMBER 30, 2014 
Unrealized 
Gains 

Unrealized
Losses 

Estimated
Fair Value   

3. Derivative Financial Instruments  

At  September  30,  2015  and  September  30,  2014,  the  Company’s  Canadian  subsidiary  had  $28.1  million  and  $26.6  million, 
respectively,  of  Canadian  dollar  denominated  intercompany  accounts  payable  owed  to  one  of  the  Company’s  U.S.  subsidiaries.    In 
order  to  mitigate  its  exposure  to  movements  in  foreign  currency  rates  between  the  U.S.  dollar  and  Canadian  dollar,  the  Company 
routinely  enters  into  foreign  currency  forward  contracts  to  hedge  a  portion  of  its  exposure  to  changes  in  the  value  of  the  Canadian 
dollar.    Approximately  $4.1  million  of  these  Canadian  dollar  denominated  intercompany  accounts  payable  are  considered  by 
management to be of a short-term nature whereby the appreciation or devaluation of the Canadian dollar against the U.S. dollar will 
result  in  a  gain  or  loss,  respectively,  to  the  consolidated  statements  of  operations.    The  Company  considers  the  remaining  $24.0 
million  Canadian  dollar  denominated  intercompany  accounts  payable  to  be  of  a  long-term  nature  and  whereby  settlement  is  not 
planned  or  anticipated  in  the  foreseeable  future;  therefore,  any  resulting  foreign  exchange  gains  and  losses  are  reported  in  the 
consolidated balance sheets as a component of other comprehensive income in accordance with ASC 830 “Foreign Currency Matters”.  
In September 2015, the Company entered into a $4.0 million 90-day hedge contract with a United States bank to hedge its short-term 
Canadian dollar foreign exchange rate exposure.  This contract reduces the impact on cash  flows from  movements in the Canadian 
dollar/U.S. dollar currency exchange rate, but has not been designated as a hedge for accounting purposes.  At September 30, 2015, 
the Company had an accrued unrealized foreign exchange loss of $18,000 under this contract.  

The  following  table  summarizes  the  gross  fair  value  of  all  derivative  instruments,  which  are  not  designated  as  hedging 

instruments and their location in the consolidated balance sheets (in thousands):  

Derivative Instrument 

Location 

SEPTEMBER 30, 
2015 

SEPTEMBER 30,
2014 

Foreign Currency Forward Contracts 
Foreign Currency Forward Contracts 

  Prepaid Expenses and Other Current Assets .......   $
  Accrued Expenses and Other Current Liabilities ...    
  $

—     $
18      
18     $

795
—
795

F-16 

    
 
  
    
      
    
    
         
          
        
 
    
 
  
    
      
    
    
         
          
        
 
 
 
   
 
   
   
     
  
   
Geospace Technologies Corporation and Subsidiaries  
Notes to Consolidated Financial Statements—(Continued) 

The following table summarizes the impact of the Company’s derivatives on the consolidated statements of operations for the 

fiscal years ended September 30, 2015, 2014 and 2013 (in thousands):  

Derivative Instrument 

Location of Gain (loss) on 
Derivative Instrument 

SEPTEMBER 30,
2015 

FOR THE YEAR ENDED 
SEPTEMBER 30,
2014 

SEPTEMBER 30,
2013 

Foreign Currency Forward Contracts   Other Income (Expense) .....................   $
  $

2,698  $ 
2,698  $ 

2,439 $
2,439 $

398
398

Amounts in the above table include realized and unrealized derivative gains and losses.  

4. Goodwill  

In accordance with FASB ASC 350, “Intangibles – Goodwill and Other,” the Company performs goodwill impairment testing at 
least annually, unless indicators of impairment exist in interim periods.   At September 30, 2015, the Company conducted a qualitative 
goodwill impairment assessment on its seismic reporting unit as business conditions in the oil and gas industry further deteriorated in 
the Company’s fourth quarter resulting in a decline in the market value of the Company’s common stock significantly below its book 
value. 

The qualitative assessment determined that performing a quantitative goodwill impairment test was necessary.  In the first step 
of the goodwill impairment test, the Company determined that the fair  value of its seismic reporting unit  was less than its carrying 
amount, including goodwill.   Therefore, the Company performed the second step of the goodwill  impairment test  which concluded 
that there would be no remaining implied value attributable to goodwill.  In order to arrive at the implied fair value of goodwill, the 
Company  calculated  the  fair  value  of  its  all  of  its  assets  and  liabilities  of  the  seismic  reporting  unit  as  if  it  had  been  acquired  in  a 
business  combination.    The  estimate  of  the  fair  value  of  the  Company’s  seismic  reporting  unit  was  based  on  the  best  information 
available as of the date of the assessment. 

As a result, the Company recorded a goodwill impairment charge of $1.8 million to reduce the carrying value of the goodwill to 

zero at September 30, 2015.  The impairment charge is included in operating expenses on the consolidated statement of operations. 

5. Fair Value of Financial Instruments  

At  September 30,  2015,  the  Company’s  financial  instruments  included  cash  and  cash  equivalents,  short-term  investments,  a 
foreign  currency  forward  contract,  trade  and  notes  receivables  and  accounts  payable.    Due  to  the  short-term  maturities  of  cash and 
cash  equivalents,  trade  and  other  receivables  and  accounts  payable,  the  carrying  amounts  approximate  fair  value  on  the  respective 
balance sheet dates. 

The Company measures short-term investments and derivatives at fair value on a recurring basis.  

F-17 

 
 
 
 
 
   
 
   
   
     
     
 
   
Geospace Technologies Corporation and Subsidiaries  
Notes to Consolidated Financial Statements—(Continued) 

The following tables present the fair value of the Company’s short-term investments and foreign currency forward contracts at 

September 30, 2015 and 2014, respectively, by valuation hierarchy and input (in thousands): 

AS OF SEPTEMBER 30, 2015  
Significant 
Other 
Observable 
(Level 2) 

Quoted Prices in
Active Markets for 
Identical Assets
(Level 1)

Significant 
Unobservable
(Level 3)

Total

Short-term investments: 

Corporate bonds..................................................................   $
Government bonds ..............................................................    
Foreign currency forward contract ...............................................    
Total ...................................................................................   $

15,161   $
2,951    
(18)    
18,094   $

15,161       $ 
2,951        
—        
18,112       $ 

—    $
—     
(18)     
(18)    $

—  
—  
—  
—  

AS OF SEPTEMBER 30, 2014  
Significant 
Other 
Observable 
(Level 2) 

Quoted Prices in
Active Markets for 
Identical Assets
(Level 1)

Significant 
Unobservable
(Level 3)

Total

Short-term investments: 

Corporate bonds..................................................................   $
Government bonds..............................................................    
Foreign currency forward contract ...............................................    
Total ...................................................................................   $

14,235   $
5,626    
795    
20,656   $

14,235       $ 
5,626        
—        
19,861       $ 

—    $
—     
795     
795    $

—  
—  
—  
—  

Assets and liabilities measured on a nonrecurring basis 

The measurements utilized to determine the implied fair value of goodwill represented significant unobservable inputs (Level 3) 

in accordance with the fair value hierarchy, a Level 3 measurement. 

6. Accumulated Other Comprehensive Income (Loss)  

Accumulated other comprehensive income (loss) consisted of the following (in thousands):  

Unrealized Gains
(Losses) on 
Available-for- 
Sale Securities 

Foreign 
Currency 
Translation 
Adjustments 

Balance at October 1, 2012 .........................................................................   $
Other comprehensive loss ..................................................................    
Balance at September 30, 2013 ...................................................................    
Other comprehensive loss ..................................................................    
Balance at September 30, 2014 ...................................................................     
Other comprehensive income (loss) ..................................................    
Balance at September 30, 2015 ...................................................................   $

  $

30 
(30)   
— 
(26)   
(26)   
23 
(3)    $

(255 )    $ 
(809 )   
(1,064 )   
(1,406 )   
(2,470 )   
(10,472 )   
(12,942 )    $

Total 

(225)
(839)
(1,064)
(1,432)
(2,496)
(10,449)
(12,945)

Subsequent  to  the  filing  of  its  Quarterly  Report  on  Form  10-Q  for  the  quarterly  period  ended  June  30,  2015,  the  Company 
determined that its "Accumulated Other Comprehensive Income (Loss)" balance was not appropriately presented in the consolidated 
balance sheet, consolidated statements of comprehensive income (loss) and consolidated statement of stockholders’ equity.  

During  the  fourth  quarter  of  fiscal  year  2015,  the  Company  determined  that  it  was  not  appropriate  to  present  its  foreign 
translation  adjustments  net  of  taxes  with  respect  to  its  controlled  foreign  corporations  whose  earnings  were  considered  to  be 

F-18 

  
  
  
 
      
    
  
    
      
          
        
 
 
 
  
  
  
 
      
    
  
    
      
          
        
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Geospace Technologies Corporation and Subsidiaries  
Notes to Consolidated Financial Statements—(Continued) 

indefinitely reinvested.  To rectify the matter, the Company made an adjustment in its fourth quarter of fiscal year 2015 which resulted 
in a $3.2 million increase to accumulated other comprehensive loss and a corresponding $3.2 million increase to non-current deferred 
income  tax  liabilities.    The  Company  concluded  that  the  impact  of  this  adjustment  to  its  previous  filed  consolidated  financial 
statements for the fiscal year 2015 interim periods and for the fiscal year ended September 30, 2014 was immaterial.  The adjustment 
did not affect the Company’s total assets, net loss, loss per share or cash flows. 

7. Inventories  

Inventories consisted of the following (in thousands):  

Finished goods ............................................................   $
Work in progress.........................................................    
Raw materials .............................................................    
Obsolescence reserve ..................................................    
$

AS OF SEPTEMBER 30, 

2015 

2014 

55,074    $
5,632     
70,769     
(6,675)    
124,800    $

42,473  
28,582  
82,599  
(7,764)
145,890  

Inventory obsolescence expense was approximately $3.9 million, $2.6 million and $0.2 million during fiscal years 2015, 2014 

and 2013, respectively.  

8. Accounts and Notes Receivable  

The Company’s current trade accounts receivable consisted of the following (in thousands):  

Trade accounts receivable ...........................................   $
Allowance for doubtful accounts ................................    
$

15,209   $
(2,516) 
12,693   $

25,727  
(1,125) 
24,602  

AS OF SEPTEMBER 30, 

2015 

2014 

The  allowance  for  doubtful  accounts  represents  the  Company’s  best  estimate  of  probable  credit  losses.  The  Company 
determines the allowance based upon historical experience and a review of its balances. Accounts receivable balances are charged off 
against  the  allowance  whenever  it  is  probable  that  the  receivable  will  not  be  recoverable.  The  Company  does  not  have  any  off-
balance-sheet credit exposure related to its customers.  

Notes receivable are reflected in the following table (in thousands):  

Notes receivable...................................................   $
Allowance for doubtful notes ..............................    

Less current portion .............................................    
Non-current notes receivable ...............................   $

SEPTEMBER 30, 2015     SEPTEMBER 30, 2014  
3,814  
—  
3,814  
3,786  
28  

3,520    $
—     
3,520     
2,004     
1,516    $

Notes receivable are generally collateralized by the products sold, and bear interest at rates ranging up to 8.8% per year. The 
notes  receivable  of  $3.5  million  will  mature  at  various  times  through  January  2018.  The  Company  has,  on  occasion,  extended  or 
renewed notes receivable as they mature, but there is no obligation to do so. 

F-19 

 
   
 
  
 
  
 
 
Geospace Technologies Corporation and Subsidiaries  
Notes to Consolidated Financial Statements—(Continued) 

9. Rental Equipment  

Rental equipment consisted of the following (in thousands):  

Rental equipment, primarily geophones and related 

products ...................................................................  $

Accumulated depreciation ...........................................

  $

AS OF SEPTEMBER 30, 

2015 

2014 

75,359
(29,323) 
46,036

$

$

76,193  
(22,320) 
53,873  

Rental equipment depreciation expense was $13.9 million, $12.4 million and $7.3 million in fiscal years 2015, 2014 and 2013, 
respectively. The Company transferred $5.0 million and $10.7 million of inventories to its rental equipment during fiscal years 2015 
and 2014, respectively, which had a non-cash impact.  

10. Property, Plant and Equipment  

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

Land and land improvements .......................................   $
Buildings and building improvements .........................    
Machinery and equipment ...........................................    
Furniture and fixtures ..................................................    
Transportation equipment ............................................    
Tools and molds ...........................................................    
Leasehold improvements .............................................    
Construction in progress ..............................................    

Accumulated depreciation ...........................................    
$

AS OF SEPTEMBER 30, 

2015 

2014 

8,714    $
30,955     
44,905     
1,260     
29     
1,864     
43     
6,135     
93,905     
(45,196)    
48,709    $

8,828  
30,255  
46,806  
1,399  
30  
1,629  
71  
3,226  
92,244  
(43,039)
49,205  

Property, plant and equipment depreciation expense was $5.6 million, $5.4 million and $4.8 million in fiscal years 2015, 2014 

and 2013, respectively.  

11. Long-Term Debt  

The Company had no long-term debt outstanding at September 30, 2015 and September 30, 2014. 

On  March  2,  2011,  the  Company  entered  into  a  credit  agreement  with  Frost  Bank.    On  September  27,  2013,  the  Company 
amended the credit agreement and increased its borrowing availability to $50.0 million (as amended, the “Credit Agreement”).  The 
interest  rate  for  borrowings  under  the  Credit  Agreement  was  a  LIBOR  based  rate  with  a  margin  spread  of  250  to  325  basis  points 
depending upon the maintenance of certain ratios.   

On May 4, 2015, the Company amended the Credit Agreement which reduced its borrowing availability to $30.0 million with 
amounts available for borrowing determined by a borrowing base.  Under the amendments to the Credit  Agreement, the borrowing 
base is determined based upon certain of the Company’s and its U.S. subsidiaries’ assets which include (i) 80% of certain accounts 
receivable  plus  (ii)  50%  of  certain  notes  receivable  (such  result  not  to  exceed  $10  million)  plus  (iii)  25%  of  certain  inventories 
(excluding  work-in-process inventories).  As of September 30, 2015, the Company’s borrowing base  was $36.6 million resulting in 
borrowing availability of $30.0 million less any outstanding letters of credit.  Borrowings under the Credit Agreement as amended are 

F-20 

  
  
 
   
 
 
Geospace Technologies Corporation and Subsidiaries  
Notes to Consolidated Financial Statements—(Continued) 

secured  by  substantially  all  of  the  Company’s  assets.    In  addition,  the  Company’s  domestic  subsidiaries  have  guaranteed  the 
obligations  of  the  Company  under  the  Credit  Agreement  and  such  subsidiaries  have  secured  the  obligations  by  the  pledge  of 
substantially all of the assets of such subsidiaries.  The Credit Agreement as amended expires on May 4, 2018 and all borrowed funds 
are  due  and  payable  at  that  time.    The  Company  is  required  to  make  monthly  interest  payments  on  borrowed  funds.    The  Credit 
Agreement  as  amended  limits  the  incurrence  of  additional  indebtedness,  requires  the  maintenance  of  a  single  financial  ratio  that 
compares certain of the Company’s assets  to certain of its liabilities, restricts the  Company and its subsidiaries’ ability to pay cash 
dividends  and  contains  other  covenants  customary  in  agreements  of  this  type.    The  interest  rate  for  borrowings  under  the  Credit 
Agreement as amended is based on the Wall Street Journal prime rate, which was 3.25% at September 30, 2015.   

At  September  30,  2015,  the  Company  was  in  compliance  with  all  covenants  under  the  Credit  Agreement.    At  September  30, 

2015, the Company had standby letters of credit outstanding in the amount of $136,000.    

12. Accrued Expenses and Other Current Liabilities  

Accrued expenses and other current liabilities consisted of the following (in thousands):  

Employee bonuses .......................................................  $
Product warranty ..........................................................   
Compensated absences ................................................ 
Legal and professional fees ..........................................   
Payroll ..........................................................................   
Property taxes ..............................................................   
Medical claims .............................................................   
Other ............................................................................   
$

AS OF SEPTEMBER 30, 

2015 

2014 

36    $
2,326     
1,653

277     
581     
2,909     
763     
1,134     
9,679    $

6,611 
951 
1,626
275 
665 
2,043 
852 
1,567 
14,590 

The  Company  is  self-insured  for  certain  losses  related  to  employee  medical  claims.  The  Company  has  purchased  stop-loss 
coverage for individual claims in excess of $150,000 per claimant per year in order to limit its exposure to any significant levels of 
employee medical claims. Self-insured losses are accrued based on the Company’s historical experience and on estimates of aggregate 
liability for uninsured claims incurred using certain actuarial assumptions followed in the insurance industry.  

13. Employee Benefits  

The  Company’s  U.S.  employees  are  participants  in  the  Geospace  Technologies  Corporation’s  Employee’s  401(k)  Retirement 
Plan (the “Plan”), which covers substantially all eligible employees in the United States. The Plan is a qualified salary reduction plan 
in  which  all  eligible  participants  may  elect  to  have  a  percentage  of  their  compensation  contributed  to  the  Plan,  subject  to  certain 
guidelines issued by the Internal Revenue Service. The Company’s share of discretionary matching contributions was approximately 
$1.0 million, $1.1 million and $0.9 million in fiscal years 2015, 2014 and 2013, respectively.  

The Company’s stock incentive plans in which key employees may participate are discussed in Note 14 to these Consolidated 

Financial Statements.  

aax14. Stockholders’ Equity  

In September 1997, the board of directors and stockholders approved the 1997 Key Employee Stock Option Plan (as amended 
the “1997 Plan”) and, following amendments thereto, there has been reserved an aggregate of 2,250,000 shares of common stock for 
issuance thereunder. In August 2013, the board of directors and stockholders approved an amendment that extended the 1997 Plan to 
November 14, 2017.  

F-21 

 
   
 
Geospace Technologies Corporation and Subsidiaries  
Notes to Consolidated Financial Statements—(Continued) 

In  February  2014,  the  board  of  directors  and  stockholders  approved  the  2014  Long  Term  Incentive  Plan  (the  “2014  Plan”), 
which  replaced  the  1997  Plan.    Under  the  2014  Plan,  an  aggregate  of  1,500,000  shares  of  common  stock  may  be  issued.    The 
Company  is  authorized  to  issue  nonqualified  and  incentive  stock  options  to purchase  common  stock  and  restricted  stock  awards  of 
common stock to key employees, directors and consultants under the 2014 Plan.  Options have a term not to exceed ten years, with the 
exception of incentive stock  options granted to employees owning ten percent or  more of the outstanding shares of common stock, 
which have a term not to exceed five years. The exercise price of any option may not be less than the fair market value of the common 
stock on the date of grant. In the case of incentive stock options granted to an employee owning ten percent or more of the outstanding 
shares of common stock, the exercise price of such option may not be less than 110% of the fair market value of the common stock on 
the  date  of  grant.  Under  the  2014  Plan,  the  Company  may  issue  shares  of  restricted  stock  to  employees  for  no  payment  by  the 
employee  or  for  a  payment  below  the  fair  market  value  on  the  date  of  grant.  The  restricted  stock  is  subject  to  certain  restrictions 
described in the 2014 Plan.  

At September 30, 2015, an aggregate of 1,476,000 shares of common stock  were available for issuance under the 2014 Plan.   

No shares of common stock were available for issuance under the 1997 Plan. 

The following table summarizes the combined activity under the equity incentive plans for the indicated periods: 

Outstanding at October 1, 2012 ..................................... 
Granted ................................................................  
Exercised ..............................................................  
Forfeited ...............................................................  
Vested  .................................................................  
Outstanding at September 30, 2013 ...............................  
Granted ................................................................  
Exercised ..............................................................  
Forfeited ...............................................................  
Vested ..................................................................  
Outstanding at September 30, 2014 ...............................  
Granted ................................................................  
Exercised ..............................................................  
Forfeited ...............................................................  
Vested ..................................................................  
Outstanding at September 30, 2015 ...............................  

Number of 
Nonqualified 
Options 
Outstanding 

245,956

Weighted 
Average 
Exercise 
Price per Share
$
13.90
—     
(139,906)    
—     
—     
106,050     
—     
(16,350)    
—     
—     
89,700     
—     
—     
—     
—     
89,700    $

—     
10.36     
—     
—     
18.61     
—     
25.94     
—     
—     
17.27     
—     
—     
—     
—     
17.27     

Number of 
Restricted  
Stock Awards 

Weighted 
Average 
 Grant-date fair-
value per Share
—
— 
— 
— 
— 
— 
95.18 
— 
98.68 
— 
95.03 
19.13 
— 
98.68 
95.02 
93.80 

— $
—     
—     
—     
—     
—     
197,000     
—     
(8,000)    
—     
189,000     
3,000     
—     
(2,500)    
(47,000)    
142,500     $

The restricted stock outstanding at September 30, 2015 and 2014 was issued from the 2014 Plan.  The stock options outstanding 

at September 30, 2015, 2014 and 2013 represent nonqualified options issued under the 1997 Plan.   

The  number  of  nonqualified  stock  options  vested  during  fiscal  years  2015,  2014  and  2013  were  zero,  zero  and  106,500, 
respectively. The fair values of nonqualified stock options vested during fiscal years 2015, 2014 and 2013 were zero, zero and $0.8 
million, respectively.  

The total intrinsic value of nonqualified stock options exercised during fiscal years 2015, 2014 and 2013 were zero, $0.7 million 

and $10.4 million, respectively. As of September 30, 2015, the Company had no unvested nonqualified stock options.  

F-22 

   
Geospace Technologies Corporation and Subsidiaries  
Notes to Consolidated Financial Statements—(Continued) 

The following table summarizes information about stock options outstanding and exercisable at September 30, 2015:  

Options Outstanding

Options Exercisable

Range of Exercise Prices 
$8.78 to $9.99 .......................        38,200         
$10.00 to $26.48 ...................        51,500         
      89,700         

    Shares        

Weighted
Average 
Remaining
Term 

(in years)       

Weighted
Average
Exercise
Price 

Intrinsic 
Value 

Weighted 
Average 
Remaining 
Term 

      Shares       

(in years)        

Weighted
Average
Exercise
Price 

Intrinsic 
Value 

8.78      $ 192,146        38,200        
3.2      $ 
4.6         23.57        
—        51,500        
4.0      $  17.27      $  192,146        89,700        

3.2       $   8.78      $  192,146  
4.6          23.57        
—  
4.0       $   17.27      $  192,146  

As  of  September  30,  2015,  the  Company  had  unrecognized  compensation  expense,  net  of  forfeitures,  of  approximately  $9.3 
million related to restricted stock awards,  which  will be recognized over a remaining  weighted average period of 2.2  years.    As of 
September 30, 2015, the issued and outstanding nonqualified stock options were fully expensed. 

15. Income Taxes:  

Components of income (loss) before income taxes were as follows (in thousands):  

United States ...............................................................................   $
Foreign ........................................................................................    
$

YEAR ENDED SEPTEMBER 30, 
2014 
48,988     $  103,349 
4,555    
(2,256)
53,543     $  101,093 

2015 
(41,700)   $
(8,134)    
(49,834)   $

2013 

The provision (benefit) for income taxes consisted of the following (in thousands):  

YEAR ENDED SEPTEMBER 30, 
2014 

2013

2015

Current: 

Federal...............................................................................   $
Foreign ..............................................................................    
State ..................................................................................    

Deferred: 

Federal...............................................................................    
Foreign ..............................................................................    

$

(16,901)   $
647     
4     
(16,250)    

964     
(1,907)    
(943)    
(17,193)   $

15,352     $ 
393    
69    
15,814    

41    
777    
818    
16,632     $ 

31,954 
(19)
124 
32,059 

43 
(566)
(523)
31,536 

F-23 

 
   
     
 
     
     
 
  
  
 
 
  
  
 
  
   
   
 
 
     
    
 
  
 
 
     
    
 
  
 
  
Geospace Technologies Corporation and Subsidiaries  
Notes to Consolidated Financial Statements—(Continued) 

Actual income tax expense (benefit) differs from income tax expense computed by applying the U.S. statutory federal tax rate of 

35.0% for each of the fiscal years ended September 30, 2015, 2014 and 2013 as follows (in thousands):  

2015 

YEAR ENDED SEPTEMBER 30, 
2014 
18,740  

 $ 

Provision (benefit) for U.S. federal income tax at statutory rate ...  $ (17,442)  $
Effect of foreign income taxes ...................................................   
Manufacturers’/producers’ deduction ........................................   
Research and experimentation tax credits .................................   
State income taxes, net of federal income tax benefit................   
Nondeductible expenses ............................................................   
Resolution of prior years’ tax matters ........................................   
Contingency for uncertainty in income taxes ............................ 
Other items ................................................................................   

249 
— 
(400) 
2 
488 
96 
(121) 
(65) 

 Effective tax rate .......................................................................   

$ (17,193)  $
(34.5)%  

2013 
35,382 
130 
(3,048) 
(661) 
81 
253 
(467) 
(51) 
(83) 
31,536 

(629 )    
(1,496 )    
(208 )    
45  
205  
20  
— 
(45 )    

16,632  

 $ 

31.1 %   

31.2%

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities 
for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s net deferred 
income tax asset were as follows (in thousands):  

Deferred income tax assets: 

Allowance for doubtful accounts ..........   $ 
Inventories ............................................  
Net operating loss carry-forwards, tax 

credits and deferrals .........................  
Stock-based compensation ...................  
Accrued product warranty ....................  
Accrued compensated absences ............  
Currency translation adjustments .........  
Insurance and other reserves .................  

Deferred income tax liabilities: 

Intangible assets....................................  
Property, plant and equipment and other ..  
Subtotal deferred income tax assets ...............  
Valuation allowance .......................................  
Net deferred income tax assets .......................   $ 

31     
(5,264)    
2,974     
—     
2,974    $

AS OF SEPTEMBER 30, 2015 
Non U.S.

Total

U. S.

AS OF SEPTEMBER 30, 2014 
Non U.S.

Total

U. S.

681    $
4,350     

21    $
(34)    

702    $
4,316     

214     $ 

5,035      

73    $
(125)    

287 
4,910 

—
1,690     
803     
520     
101     
62     
8,207     

2,270

—     
6     
—     
—     
43     
2,306     

—     
(770)    
1,536     
—     
1,536    $

2,270
1,690     
809     
520     
101     
105     
10,513     

31     
(6,034)    
4,510     
—     
4,510    $

— 
1,658      
317      
579      
1,344      
1,088      
10,235      

871

—     
8     
—     
—     
31     
858     

(285 )    
(4,768 )    
5,182      
—      
5,182     $ 

—     
(1,121)    
(263)    
—     
(263)   $

871
1,658 
325 
579 
1,344 
1,119 
11,093 

(285)
(5,889)
4,919 
— 
4,919 

Deferred  income  tax  assets  and  liabilities  are  reported  as  follows  in  the  accompanying  consolidated  balance  sheets  (in 

thousands):  

Current deferred income tax asset ...............................   $
Non-current deferred income tax asset .......................    
Current deferred income tax liability ..........................    
Non-current deferred income tax liability ...................    
$

6,422     $
1,586      
(10)    
(3,488)    
4,510     $

7,244   
75   
(23 ) 
(2,377 ) 
4,919   

AS OF SEPTEMBER 30, 

2015

2014 

F-24 

  
 
  
 
 
 
 
 
 
 
 
  
 
  
 
  
 
  
  
 
 
  
   
   
   
   
   
 
     
     
     
      
     
 
  
     
     
     
      
     
 
  
  
  
    
  
  
Geospace Technologies Corporation and Subsidiaries  
Notes to Consolidated Financial Statements—(Continued) 

The financial reporting basis of investments in foreign subsidiaries exceed their tax basis. A deferred tax liability is not recorded 
for  this  temporary  difference  because  the  investment  is  essentially  permanent.  A  reversal  of  the  Company’s  plans  to  permanently 
invest  in  these  foreign  operations  would  cause  the  excess  to  become  taxable.  At  September 30,  2015  and  2014,  the  temporary 
difference related to undistributed earnings for which no deferred taxes have been provided was approximately $9.2 million and $16.1 
million, respectively.  

Tax return filings which are subject to review by local tax authorities by major jurisdiction are as follows:  

(cid:120)(cid:3)

(cid:120)(cid:3)

(cid:120)(cid:3)

(cid:120)(cid:3)

(cid:120)(cid:3)

(cid:120)(cid:3)

(cid:120)(cid:3)

(cid:120)(cid:3)

(cid:120)(cid:3)

United States—fiscal years ended September 30, 2012 through 2015  

State of Texas—fiscal years ended September 30, 2011 through 2015  

State of New York—fiscal years ended September 30, 2003 through 2015  

State of California – fiscal years ended September 30, 2011 through 2015 

State of Pennsylvania – fiscal years ended September 30, 2008 through 2015 

Russian Federation—calendar years 2012 through 2015  

Canada—fiscal years ended September 30, 2011 through 2015  

United Kingdom—fiscal years ended September 30, 2006, 2012 through 2015 

Colombia—calendar years 2013 through 2015 

The following table is a reconciliation of the total amounts of unrecognized tax liabilities (in thousands):  

Balance at October 1, 2012 .............................................................................    $ 
Change in prior year tax positions ..................................................................     
Current tax positions .......................................................................................    
Settlements with taxing authorities .................................................................     
Lapse of statute of limitations .........................................................................     
Balance at September 30, 2013 .......................................................................     
Change in prior year tax positions ..................................................................     
Current tax positions .......................................................................................     
Settlements with taxing authorities .................................................................     
Lapse of statute of limitations .........................................................................     
Balance at September 30, 2014 .......................................................................     
Change in prior year tax positions ..................................................................     
Current tax positions .......................................................................................     
Settlements with taxing authorities .................................................................     
Lapse of statute of limitations .........................................................................     
Balance at September 30, 2015 .......................................................................   $ 

355  
(22 ) 
142  
(47 ) 
(114 ) 
314    
9   
23    
—   
(45 )  
301    
(187 ) 
17    
—   
(56 ) 
75    

As  of  September  30,  2015,  the  Company  had  net  operating  loss  (“NOL”)  carry-forwards  of  approximately  $9.0  million  in 
Canada and approximately $60,000 in the United Kingdom to offset future taxable income in those jurisdictions.  The Company, using 
the “more likely than not” criteria, has determined these NOL carry-forwards will be utilized in full before they begin to expire.  The 
NOL  carry-forwards  for  Canada  expire  in  2033.   The  NOL  carry-forwards  for  the  United  Kingdom  currently  have  no  expiration.  
Therefore, no valuation allowance against the Company’s deferred tax assets was considered necessary. 

Management believes that adequate provisions for income taxes have been reflected in the consolidated financial statements and 
it  is  not  aware  of  any  significant  exposure  items  that  have  not  been  reflected  in  the  consolidated  financial  statements.  Amounts 
considered  probable  of  settlement  within  one  year  have  been  included  in  the  accrued  expenses  and  other  liabilities  in  the 
accompanying consolidated balance sheets.  

F-25 

Geospace Technologies Corporation and Subsidiaries  
Notes to Consolidated Financial Statements—(Continued) 

16. Earnings (Loss) Per Common Share  

In  connection  with  the  issuances  of  restricted  stock  during  fiscal  years  2015  and  2014,  the  Company  applied  the  two-class 
method  in  calculating  per  share  data  for  the  fiscal  years  ended  September  30,  2015  and  2014.    Basic  earnings  (loss)  per  share  is 
computed by dividing net earnings (loss) available to common stockholders by the weighted average number of common shares used 
in basic earnings (loss) per share during the period. Diluted earnings (loss) per share is determined on the assumption that outstanding 
dilutive  stock  options  have  been  exercised  and  the  aggregate  proceeds  as  defined  were  used  to  reacquire  common  stock  using  the 
average price of such common stock for the period.  

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

Net income (loss) ....................................................................   $
Less:  Income allocable to unvested restricted stock ..............    
Income (loss) available to common shareholders ...................    
Reallocation of participating earnings ....................................    
Income (loss) attributable to common shareholders for 

YEAR ENDED SEPTEMBER 30, 
2014 

2013 

2015 
(32,641)   $
—     
(32,641)    
—     

36,911       $ 
(444 )    
36,467      
2      

69,557  
— 
69,557 
— 

diluted earnings per share ..................................................   $

(32,641)   $

36,469     $ 

69,557 

Weighted average number of common share equivalents: 

Common shares used in basic earnings (loss) per share ..     12,996,958       12,950,958         12,886,372  
Common share equivalents outstanding related to stock 
options ......................................................................    

46,051         

52,289  

—      

Total weighted average common shares and common share 

equivalents used in diluted earnings per share ...................     12,996,958       12,997,009         12,938,661  

Earnings (loss) per share: 

Basic ..................................................................................   $
Diluted ...............................................................................   $

(2.51)   $
(2.51)   $

2.82       $ 
2.81       $ 

5.40  
5.38  

For the calculation of diluted earnings per share for fiscal year 2015, 89,700 stock options were excluded in the calculation of 
weighted average shares outstanding as a result of their impact being antidilutive.  No stock options were excluded in the calculation 
of weighted average shares outstanding for fiscal years 2014 and 2013.  

17. Commitments and Contingencies  

Operating Leases  

The Company leases a warehouse under a non-cancelable operating lease which expires on March 31, 2016. Future minimum 

rental commitments under non-cancelable operating leases are as follows (in thousands):  

YEAR ENDING SEPTEMBER 30, 

2016 ........................................................................................................   $ 

95   

The Company also leases office space and certain equipment on a month to month basis. Rent expense was approximately $0.4 

million, $0.7 million and $0.4 million during fiscal years 2015, 2014 and 2013, respectively.  

F-26 

 
 
  
 
  
     
      
 
    
        
         
 
    
        
         
 
 
 
 
  
 
Geospace Technologies Corporation and Subsidiaries  
Notes to Consolidated Financial Statements—(Continued) 

Legal Proceedings  

The Company  is involved in  various pending or potential 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  litigation.  However,  management 
believes  that  the  most  probable,  ultimate  resolution  of  these  matters  will  not  have  a  material  adverse  effect  on  the  Company’s 
consolidated financial position, results of operations or cash flows.  

18. Supplemental Cash Flow Information  

Supplemental cash flow information is as follows (in thousands):  

YEAR ENDED SEPTEMBER 30, 
2014 

2013 

2015 

Cash paid for: 

Interest ..............................................................................   $
Income taxes .....................................................................  

286    $
638     

438    $ 
15,163      

119 
29,837 

Noncash investing and financing activities: 

Inventory transferred to rental equipment .........................  
Inventory transferred to property, plant and equipment .... 
Settlement of note receivable in connection with return 

5,013     
98     

10,742     
—     

4,902 
— 

of rental equipment ......................................................  

2,588     

Prepaid assets transferred to property, plant and 

equipment .....................................................................  

4,219     

—     

—     

— 

— 

19. Segment and Geographic Information 

The Company reports and evaluates financial information for two segments:  Seismic and Non-Seismic. Seismic product lines 
include  land  and  marine  wireless  data  acquisition  systems,  seabed  reservoir  characterization  products  and  services,  geophones  and 
geophone strings, hydrophones, leader wire, connectors, telemetry cables, marine streamer retrieval and steering devices and various 
other products.  The Non-Seismic product lines include thermal imaging products and industrial products.   

F-27 

 
   
   
 
      
     
        
 
     
     
       
 
Geospace Technologies Corporation and Subsidiaries  
Notes to Consolidated Financial Statements—(Continued) 

The following tables summarize the Company’s segment information:  

YEAR ENDED SEPTEMBER 30, 
2014 

2013

2015

Revenue: 

Seismic ..............................................................................  $
Non-Seismic ......................................................................   
Corporate ..........................................................................   
Total ..................................................................................   

60,565    $
23,758     
544     
84,867     

214,946    $  275,201 
24,578 
828 
300,607 

21,420     
546     
236,912     

Income (loss) from operations: 

Seismic ..............................................................................   
Non-Seismic ......................................................................   
Corporate ..........................................................................   
Total ..................................................................................   

(42,732)    
3,031     
(12,854)    
(52,555)    

65,159     
2,733     
(14,093)    
53,799     

110,118 
3,344 
(12,235)
101,227 

Depreciation, amortization, goodwill impairment and stock-

based compensation expenses: 

Seismic ..............................................................................   
Non-Seismic ......................................................................   
Corporate ..........................................................................   
Total ..................................................................................   

23,696     
505     
1,728     
25,929     

19,925     
468     
1,500     
21,893     

11,207 
289 
1,277 
12,773 

Interest income: 

Seismic ..............................................................................   
Non-Seismic ......................................................................   
Corporate ..........................................................................   
Total ..................................................................................   

Interest expense: 

Seismic ..............................................................................   
Non-Seismic ......................................................................   
Corporate ..........................................................................   
Total .................................................................................. 

280     
7     
140     
427     

—     
—     
229     
229

74     
5     
44     
123     

—     
—     
471     
471

781 
2 
97 
880 

141 
— 
119 
260

The  Company’s  manufacturing  operations  for  its  Seismic  and  Non-Seismic  business  segments  are  combined.  Therefore,  the 
Company does not segregate and report separate balance sheet accounts for these segments. As a result, the Company does not 
report business segment balance sheet information.  

“Corporate” revenue consists of rental revenue earned from an operating lease of a surplus building located in Houston, Texas. 

“Corporate” loss from operations primarily consists of the Company’s Houston headquarter general and administrative expenses.  

F-28 

 
   
     
 
   
       
       
 
 
     
       
 
 
     
       
 
 
     
       
 
 
     
       
 
Geospace Technologies Corporation and Subsidiaries  
Notes to Consolidated Financial Statements—(Continued) 

The  Company  generates  revenue  from  product  sales  and  rentals  from  its  subsidiaries  located  in  the  United  States,  Canada, 

Colombia, the Russian Federation and the United Kingdom.  Revenue information for the Company is as follows (in thousands):  

United States...............................................................................   $
Canada ........................................................................................    
Colombia ....................................................................................  
Russian Federation .....................................................................    
United Kingdom .........................................................................    
Eliminations................................................................................    
$

2013 

YEAR ENDED SEPTEMBER 30, 
2014 
230,818    $  300,131 
39,415 
39,064     
608
3,222
10,758 
14,048     
2,021 
2,229     
(52,469)    
(52,326)
236,912    $  300,607 

2015 
77,487    $
4,796     
609
5,554     
2,644     
(6,223)    
84,867    $

A summary of revenue by geographic area for fiscal years 2015, 2014 and 2013 is as follows (in thousands):  

YEAR ENDED SEPTEMBER 30, 
2014 

2015 

2013 

Asia (excluding Middle East) .....................................................   $
Canada ........................................................................................    
Europe ........................................................................................    
Middle East.................................................................................    
United States...............................................................................  
Other ...........................................................................................    
$

8,755    $
2,298     
13,672     
2,024     
50,101
8,017     
84,867    $

5,028    $ 
42,632     
71,713     
7,550     
96,380
13,609     

8,789 
74,839 
115,226 
2,385 
88,512
10,856 
236,912    $  300,607 

Revenue is attributed 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 assets were as follows (in thousands):  

United States ................................................................   $
Canada .........................................................................    
Colombia .....................................................................    
Russian Federation .......................................................    
United Kingdom ..........................................................    
China ............................................................................    
$

AS OF SEPTEMBER 30, 

2015

2014 

70,170    $
19,323     
9,227     
1,215     
502     
14     
100,451    $

63,369  
32,270  
12,122  
2,549  
579  
14  
110,903  

Amounts in the above table consist of non-current assets.  

F-29 

 
 
   
     
 
 
 
   
    
 
 
    
 
Geospace Technologies Corporation and Subsidiaries  
Notes to Consolidated Financial Statements—(Continued) 

20. Selected Quarterly Information (Unaudited):  

The following table represents summarized data for each of the quarters in fiscal years 2015 and 2014 (in thousands, except per 

share amounts):  

2015 

First 
Quarter  
Revenue ............................................................................................................   $ 16,008   $ 19,751     $ 27,942   $ 21,166
(21)
Gross profit (loss) .............................................................................................  
(9,888)
Loss from operations ........................................................................................  
1,446
Other income (expense), net .............................................................................  
(5,445)
Net loss .............................................................................................................  
(0.41)
Basic loss per share ..........................................................................................   $
(0.41)
Diluted loss per share .......................................................................................   $

(3,306 )     1,416    
(21,667 )     (12,451 )     (8,549)    
584    
(8,564 )     (5,182)    
(0.66 )   $  (0.40)   $
(0.66 )   $  (0.40)   $

1,180    
(13,450)    
(1.03)   $
(1.03)   $

Fourth
Quarter     

Third 
Quarter      

Second
Quarter     

(9,289)    

(489 )    

2014 

First 
Quarter   
Revenue ............................................................................................................   $ 26,285   $ 40,728     $ 68,551   $ 101,348
47,091
Gross profit .......................................................................................................  
15,376 
5,458       15,956     35,667
Income (loss) from operations ..........................................................................  
(129 )    
Other income (expense), net .............................................................................  
(148)
3,752       10,816     24,176
Net income (loss) ..............................................................................................  
1.86
Basic earnings (loss) per share .........................................................................   $
1.85
Diluted earnings (loss) per share ......................................................................   $

6,089
(3,282)    
10    
(1,833)    
(0.14)   $
(0.14)   $

0.29     $  0.83   $
0.29     $  0.82   $

Fourth
Quarter      

Third 
Quarter      

Second
Quarter     

27,903

11    

F-30 

  
 
  
 
 
 
 
 
 
  
 
  
 
 
 
Schedule II  

Geospace Technologies Corporation and Subsidiaries  
Valuation and Qualifying Accounts  
(In thousands)  

Balance at
Beginning
of Period  

Charged
to Costs
And 
Expenses  

Charged 
to Other 
Assets 

(Deductions)
And 
Additions  

Balance at
End 
of Period  

Year ended September 30, 2015 
Allowance for doubtful accounts on accounts and notes receivable ....   $
Year ended September 30, 2014 
Allowance for doubtful accounts on accounts and notes receivable ....    
Year ended September 30, 2013 
Allowance for doubtful accounts on accounts and notes receivable ....    

1,125    $

2,147    $

—     $ 

(756)   $

2,516 

376     

833     

—      

(84)    

1,125 

280     

457     

—      

(361)    

376 

Balance at
Beginning
of Period  

Charged
to Costs
And 
Expenses  

Charged 
to Other 
Assets 

(Deductions)
And 
Additions  

Balance at
End 
of Period  

Year ended September 30, 2015 
Inventory obsolescence reserve .........................................................   $
Year ended September 30, 2014 
Inventory obsolescence reserve .........................................................    
Year ended September 30, 2013 
Inventory obsolescence reserve .........................................................    

7,764    $

3,887    $

—     $ 

(4,976)   $

6,675 

6,932     

2,617     

—      

(1,785)    

7,764 

9,324     

187     

—      

(2,579)    

6,932 

F-31 

  
   
 
     
     
      
     
 
 
     
     
      
     
 
 
     
     
      
     
 
  
 
 
  
       
 
  
   
 
     
     
      
     
 
 
     
     
      
     
 
 
     
     
      
     
 
Exhibit 21.1  

Subsidiaries of  
Geospace Technologies Corporation  

GTC, Inc., a Texas corporation 

Geospace Technologies Canada, Inc., an Alberta corporation 

Geospace Technologies Corporation Azerbaijan Branch, an Azerbaijan company 

Geospace Engineering Resources International, Inc., a Texas corporation 

Geospace Finance Corp., a Texas corporation 

GTC Inc. Beijing Representative Office, a Chinese company 

Exile Technologies Corporation, a Texas Corporation 

Exile Technologies Limited, a United Kingdom company 

Geospace J.V., Inc., a Texas corporation 

Geospace Technologies Eurasia, LLC, a Russian limited liability company 

Geospace Technologies, Sucursal Sudamericana LLC, a Texas Limited Liability Company 

Geospace Technologies Sucursal Sudamericana a Colombia Branch Office 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-196149, No. 333-40893, 
No. 333-80003, No. 333-122834 and No. 333-122835) and Form S-3 (No. 333-177964) of Geospace Technologies Corporation of our 
reports dated November 19, 2015, relating to the consolidated financial statements and financial statement schedule as of and for the 
year ended September 30, 2015, and the effectiveness of Geospace Technologies Corporation’s internal control over financial 
reporting as of September 30, 2015, which appear in this Form 10-K.  

Exhibit 23.1  

/s/ BDO USA, LLP  

Houston, Texas  
November 19, 2015  

 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-40893, 333-80003, 333-
122834, 333-122835 and 333-196149) and Form S-3 (No. 333-177964) of Geospace Technologies Corporation of our report dated 
November 21, 2014, with respect to the consolidated financial statements and schedule of Geospace Technologies Corporation and 
subsidiaries as of September 30, 2014, and for each of the two fiscal years in the period ended September 30, 2014, which appears in 
this Form 10-K.  

Exhibit 23.2  

/s/ UHY LLP  

Farmington Hills, Michigan 
November 19, 2015  

CERTIFICATIONS 

Exhibit 31.1 

I, Walter R. Wheeler, certify that: 

1. 

2. 

3. 

4. 

I have reviewed this annual report on Form 10-K of Geospace Technologies Corporation; 

Based  on  my  knowledge,  this  report  does  not  contain  any  untrue  statement  of  a  material  fact  or  omit  to  state  a  material  fact 
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading 
with respect to the period covered by this report; 

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all 
material  respects  the  financial  condition,  results  of  operations  and  cash  flows  of  the  registrant  as  of,  and  for,  the  periods 
presented in this report; 

The  registrant’s  other  certifying  officer(s)  and  I  are  responsible  for  establishing  and  maintaining  disclosure  controls  and 
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined 
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 

a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under 
our  supervision,  to  ensure  that  material  information  relating  to  the  registrant,  including  its  consolidated  subsidiaries,  is 
made known to us by others within those entities, particularly during the period in which this report is being prepared; 

b)  Designed  such  internal  control  over  financial  reporting,  or  caused  such  internal  control  over  financial  reporting  to  be 
designed  under  our  supervision,  to  provide  reasonable  assurance  regarding  the  reliability  of  financial  reporting  and  the 
preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 

c) 

Evaluated  the  effectiveness  of  the  registrant’s  disclosure  controls  and  procedures  and  presented  in  this  report  our 
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this 
report based on such evaluation; and 

d)  Disclosed  in  this  report  any  change  in  the  registrant’s  internal  control  over  financial  reporting  that  occurred  during  the 
registrant’s  most  recent  fiscal  quarter  (the  registrant’s  fourth  fiscal  quarter  in  the  case  of  an  annual  report)  that  has 
materially  affected, or  is  reasonably  likely to  materially  affect,  the registrant’s  internal control over financial reporting; 
and 

5. 

The  registrant’s  other  certifying  officer(s)  and  I  have  disclosed,  based  on  our  most  recent  evaluation  of  internal  control  over 
financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing 
the equivalent functions): 

a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting 
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial 
information; and 

b)  Any  fraud,  whether  or  not  material,  that  involves  management  or  other  employees  who  have  a  significant  role  in  the 

registrant’s internal control over financial reporting. 

November 19, 2015 

/s/ Walter R. Wheeler 
Name:  Walter R. Wheeler 
Title:   Director, President and Chief Executive Officer 

 
CERTIFICATIONS 

Exhibit 31.2 

I, Thomas T. McEntire, certify that: 

1. 

2. 

3. 

4. 

I have reviewed this annual report on Form 10-K of Geospace Technologies Corporation; 

Based  on  my  knowledge,  this  report  does  not  contain any  untrue  statement  of  a  material  fact  or  omit  to  state  a  material  fact 
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading 
with respect to the period covered by this report; 

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all 
material  respects  the  financial  condition,  results  of  operations  and  cash  flows  of  the  registrant  as  of,  and  for,  the  periods 
presented in this report; 

The  registrant’s  other  certifying  officer(s)  and  I  are  responsible  for  establishing  and  maintaining  disclosure  controls  and 
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined 
in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 

a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under 
our  supervision,  to  ensure  that  material  information  relating  to  the  registrant,  including  its  consolidated  subsidiaries,  is 
made known to us by others within those entities, particularly during the period in which this report is being prepared; 

b)  Designed  such  internal  control  over  financial  reporting,  or  caused  such  internal  control  over  financial  reporting  to  be 
designed  under  our  supervision,  to  provide  reasonable  assurance  regarding  the  reliability  of  financial  reporting  and  the 
preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 

c) 

Evaluated  the  effectiveness  of  the  registrant’s  disclosure  controls  and  procedures  and  presented  in  this  report  our 
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this 
report based on such evaluation; and 

d)  Disclosed  in  this  report  any  change  in  the  registrant’s  internal  control  over  financial  reporting  that  occurred  during  the 
registrant’s  most  recent  fiscal  quarter  (the  registrant’s  fourth  fiscal  quarter  in  the  case  of  an  annual  report)  that  has 
materially  affected, or  is  reasonably  likely to  materially  affect,  the registrant’s  internal control over financial reporting; 
and 

5. 

The  registrant’s  other  certifying  officer(s)  and  I  have  disclosed,  based  on  our  most  recent  evaluation  of  internal  control  over 
financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing 
the equivalent functions): 

a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting 
which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial 
information; and 

b)  Any  fraud,  whether  or  not  material,  that  involves  management  or  other  employees  who  have  a  significant  role  in  the 

registrant’s internal control over financial reporting. 

November 19, 2015 

/s/ Thomas T. McEntire 
Name:  Thomas T. McEntire 
Title:    Vice President, Chief Financial Officer and Secretary 

 
Informational Addendum to Report on Form 10-K 
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 

Not Filed Pursuant to the Securities Exchange Act of 1934 

Exhibit 32.1 

The  undersigned  Director,  President  and  Chief  Executive  Officer  of  Geospace  Technologies  Corporation  does  hereby  certify  as 
follows: 

Solely for the purpose of meeting the requirements of Section 906 of the Sarbanes-Oxley Act of 2002, and solely to the extent 
this certification may be applicable to this Report on Form 10-K, the undersigned hereby certifies that this Report on Form 10-K 
fully  complies  with  the  requirements  of  section  13(a)  or  15(d)  of  the  Securities  Exchange  Act  of  1934  and  the  information 
contained in this Report on Form 10-K fairly presents, in all material respects, the financial condition and results of operations 
of Geospace Technologies Corporation. 

/s/ Walter R. Wheeler 
Name:  Walter R. Wheeler 
Title:    Director, President and Chief Executive Officer 
November 19, 2015 

 
 
Informational Addendum to Report on Form 10-K 
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 

Not Filed Pursuant to the Securities Exchange Act of 1934 

Exhibit 32.2 

The undersigned Vice President, Chief Financial Officer and Secretary of Geospace Technologies Corporation does hereby certify as 
follows: 

Solely for the purpose of meeting the requirements of Section 906 of the Sarbanes-Oxley Act of 2002, and solely to the extent 
this certification may be applicable to this Report on Form 10-K, the undersigned hereby certifies that this Report on Form 10-K 
fully  complies  with  the  requirements  of  section  13(a)  or  15(d)  of  the  Securities  Exchange  Act  of  1934  and  the  information 
contained in this Report on Form 10-K fairly presents, in all material respects, the financial condition and results of operations 
of Geospace Technologies Corporation. 

/s/ Thomas T. McEntire 
Name:  Thomas T. McEntire 
Title:    Vice President, Chief Financial Officer and Secretary 
November 19, 2015 

 
 
ANNUAL REPORT 2015 

O F F I C E R S

2 0 1 5   B O A R D   O F   D I R E C T O R S

Walter R. Wheeler
President &  
Chief Executive Officer 

Robbin Adams
Executive Vice President & 
Chief Project Engineer 

Thomas T. McEntire
Vice President
Chief Financial Officer

Michael J. Sheen
Senior Vice President
Chief Technical Officer 

Gary D. Owens
Chairman of the Board

Thomas L. Davis, Ph.D.
Professor of Geophysics
Colorado School of Mines

Tina M. Langtry
Retired Senior Manager
ConocoPhillips

Richard F. Miles
Private Investor 

William H. Moody
Retired Partner
KPMG 

Michael J. Sheen
Senior Vice President
Chief Technical Officer

Charles H. Still
Retired Partner
Fulbright & Jaworski L.L.P.

2015-2016 Board of Directors 
Left to right: Thomas Davis, Richard Miles,William Moody, Charles Still, Gary Owens, 
Rick Wheeler*, Michael Sheen, Tina Langtry and E.R. (Bud) Giesinger*. 

*Rick Wheeler and Bud Giesinger joined the Board of Directors in 2016.

 
 
CORPORATE HEADQUARTERS 
AND OPERATING FACILITY

Geospace Technologies Corporation

7007 Pinemont Drive 
Houston, Texas 77040 
(713) 986-4444

GTC, Inc. 
(713) 986-4444

Geospace Offshore 
(713) 986-4444

EXILE Technologies Corporation 
(713) 986-4444

Geospace Engineering Resources 
International, Inc. 
(713) 986-4444

ANNUAL REPORT 2015 

Geospace Technologies Eurasia LLC 
Kirovogradskaya, 36, 
Ufa, Bashkortostan, Russia 
450001 
(7) 3472 25 3973
geospace-ufa.ru

Geospace Technologies Canada, Inc. 
2735-37 Avenue, N.E.
Calgary, Alberta, Canada T1Y 5R8
(403) 250-9600
geospacetech.ca

Geospace Technologies, China 
Room 700, 7th Floor, Lido Office Tower
Lido Place
Jichang Road
Beijing 100004, P. R. China
86 10 64378768
geospace.com

EXILE Technologies Limited 
F3 Bramingham Business Park
Enterprise Way, Luton,
Bedfordshire LU3 4BU,
England
44 (0) 1582 573 980
exiletech.co.uk

Geospace Technologies, 
Sucursal Sudamericana 
Carrera 127# 22G-28 INT 30
Bogota, Colombia 
011-57-1-742-7417
geospacetech.co

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