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.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

There were ~~13,439,566~~13,597,041 shares of the Registrant’s Common Stock outstanding as of the close of business on July 31, ~~2017.~~2018.

	June 30, 2017			September 30, 2016			June 30, 2018			September 30, 2017
ASSETS
Current assets:
Cash and cash equivalents	$	17,077		$	10,262		$	12,550		$	15,092
Short-term investments		36,461			27,491			27,014			36,137
Trade accounts receivable, net		8,327			15,392			11,150			9,435
Current portion of notes receivable		2,614			1,533
Financing receivables								5,031			3,055
Income tax receivable		473			13,290			9			273
Inventories, net		88,024			104,540
Inventories								18,959			20,752
Prepaid expenses and other current assets		1,854			1,826			3,014			1,623
Total current assets		154,830			174,334			77,727			86,367

Rental equipment, net		20,551			30,973			34,345			16,462
Property, plant and equipment, net		43,432			44,732			34,173			37,399
Non-current inventories								35,355			55,935
Deferred income tax assets, net		267			216			287			259
Non-current notes receivable, net		588			1,817
Non-current financing receivables, net								5,513			8,195
Prepaid income taxes		1,464			2,620			57			450
Other assets		641			80			213			629
Total assets	$	221,773		$	254,772		$	187,670		$	205,696

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable trade	$	2,041		$	2,120		$	4,033		$	2,599
Accrued expenses and other current liabilities		5,666			7,849			5,359			6,338
Deferred revenue		1,386			174			982			1,568
Income tax payable		3			125			8			—
Total current liabilities		9,096			10,268			10,382			10,505

Deferred income tax liabilities		31			37			45			37
Total liabilities		9,127			10,305			10,427			10,542

Commitments and contingencies (Note 11)
Commitments and contingencies:

Stockholders’ equity:
Preferred stock		—			—
Common stock		134			133
Preferred stock, 1,000,000 shares authorized, no shares issued and outstanding								—			—
Common stock, $.01 par value, 20,000,000 shares authorized, 13,576,041 and 13,438,316 shares issued and outstanding								136			134
Additional paid-in capital		82,291			77,967			85,593			83,733
Retained earnings		144,724			182,308			106,161			125,517
Accumulated other comprehensive loss		(14,503	)		(15,941	)		(14,647	)		(14,230	)
Total stockholders’ equity		212,646			244,467			177,243			195,154
Total liabilities and stockholders’ equity	$	221,773		$	254,772		$	187,670		$	205,696

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

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	June 30, 2017			June 30, 2016			June 30, 2017			June 30, 2016			June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
Revenue:
Products	$	12,888		$	12,594		$	37,960		$	34,452		$	13,417		$	12,888		$	40,886		$	37,960
Rental equipment		1,307			5,084			12,078			11,294			7,853			1,307			14,275			12,078
Total revenue		14,195			17,678			50,038			45,746			21,270			14,195			55,161			50,038
Cost of revenue:
Products		15,489			15,894			49,124			46,252			13,011			15,489			40,459			49,124
Rental equipment		3,818			4,684			11,911			13,390			3,582			3,818			8,994			11,911
Total cost of revenue		19,307			20,578			61,035			59,642			16,593			19,307			49,453			61,035

Gross profit (loss)		(5,112	)		(2,900	)		(10,997	)		(13,896	)		4,677			(5,112	)		5,708			(10,997	)

Operating expenses:
Selling, general and administrative expenses		4,972			5,125			15,092			16,316
Research and development expenses		3,674			3,441			10,458			10,556
Selling, general and administrative														4,551			4,972			14,465			15,092
Research and development														2,537			3,674			8,125			10,458
Bad debt expense (recovery)		16			549			(402	)		(74	)		2,725			16			3,081			(402	)
Total operating expenses		8,662			9,115			25,148			26,798			9,813			8,662			25,671			25,148

Loss from operations		(13,774	)		(12,015	)		(36,145	)		(40,694	)		(5,136	)		(13,774	)		(19,963	)		(36,145	)

Other income (expense):
Interest expense		(8	)		(7	)		(24	)		(18	)		(94	)		(8	)		(285	)		(24	)
Interest income		185			84			453			252			257			185			799			453
Foreign exchange losses, net		(120	)		(678	)		(401	)		(9	)
Foreign exchange gains (losses), net														264			(120	)		(85	)		(401	)
Other, net		(11	)		(16	)		(44	)		(50	)		(34	)		(11	)		(88	)		(44	)
Total other income (expense), net		46			(617	)		(16	)		175
Total other expense, net														393			46			341			(16	)

Loss before income taxes		(13,728	)		(12,632	)		(36,161	)		(40,519	)		(4,743	)		(13,728	)		(19,622	)		(36,161	)
Income tax expense (benefit)		648			(978	)		1,423			(6,858	)		53			648			(617	)		1,423
Net loss	$	(14,376	)	$	(11,654	)	$	(37,584	)	$	(33,661	)	$	(4,796	)	$	(14,376	)	$	(19,005	)	$	(37,584	)

Loss per common share:
Basic	$	(1.09	)	$	(0.89	)	$	(2.86	)	$	(2.58	)	$	(0.36	)	$	(1.09	)	$	(1.43	)	$	(2.86	)
Diluted	$	(1.09	)	$	(0.89	)	$	(2.86	)	$	(2.58	)	$	(0.36	)	$	(1.09	)	$	(1.43	)	$	(2.86	)

Weighted average common shares outstanding:
Basic		13,147,016			13,051,916			13,129,196			13,042,000			13,266,316			13,147,016			13,244,242			13,129,196
Diluted		13,147,016			13,051,916			13,129,196			13,042,000			13,266,316			13,147,016			13,244,242			13,129,196

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

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	June 30, 2017			June 30, 2016			June 30, 2017			June 30, 2016			June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
Net loss	$	(14,376	)	$	(11,654	)	$	(37,584	)	$	(33,661	)	$	(4,796	)	$	(14,376	)	$	(19,005	)	$	(37,584	)
Other comprehensive income (loss)
Change in unrealized (losses) gains on available-for-sale securities, net of tax		(10	)		16			(61	)		21
Other comprehensive income (loss), net of tax
Change in unrealized gains (losses) on available-for-sale securities														36			(10	)		(53	)		(61	)
Foreign currency translation adjustments		452			115			1,499			(1,473	)		(1,198	)		452			(364	)		1,499
Total other comprehensive income (loss)		442			131			1,438			(1,452	)
Total other comprehensive income (loss), net of tax														(1,162	)		442			(417	)		1,438
Total comprehensive loss	$	(13,934	)	$	(11,523	)	$	(36,146	)	$	(35,113	)	$	(5,958	)	$	(13,934	)	$	(19,422	)	$	(36,146	)

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

	Nine Months Ended						Nine Months Ended
	June 30, 2017			June 30, 2016			June 30, 2018			June 30, 2017
Cash flows from operating activities:
Net loss	$	(37,584	)	$	(33,661	)	$	(19,005	)	$	(37,584	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Deferred income tax (benefit) expense		(25	)		4,211
Deferred income tax benefit								(37	)		(25	)
Rental equipment depreciation		9,858			11,189			7,475			9,858
Property, plant and equipment depreciation		3,930			4,017			3,105			3,930
Impairment of rental assets		—			998
Impairment of long-lived assets								488			—
Accretion of discounts on short-term investments		45			89			31			45
Stock-based compensation expense		4,289			3,934			1,833			4,289
Bad debt recovery		(402	)		(74	)
Bad debt expense (recovery)								3,081			(402	)
Inventory obsolescence expense		12,111			7,031			4,001			12,111
Gross profit from sale of used rental equipment		(2,650	)		(229	)		(4,966	)		(2,650	)
Gain on disposal of property, plant and equipment								(25	)		—
Realized loss on short-term investments		2			4			1			2
Excess tax expense from stock-based compensation		—			(1,390	)
Effects of changes in operating assets and liabilities:
Trade accounts and notes receivable		8,871			72
Trade accounts receivable								(3,932	)		8,871
Income tax receivable		12,847			6,858			262			12,847
Inventories		1,208			3,066			(5,702	)		1,208
Prepaid expenses and other current assets		459			(4,435	)		(1,186	)		459
Prepaid income taxes		1,156			1,097			41			1,156
Accounts payable trade		(77	)		(1,844	)		1,437			(77	)
Accrued expenses and other		(2,033	)		(2,062	)		505			(2,033	)
Deferred revenue		119			(74	)		512			119
Income tax payable		(117	)		109			8			(117	)
Net cash provided by (used in) operating activities		12,007			(1,094	)		(12,073	)		12,007

Cash flows from investing activities:
Purchase of property, plant and equipment		(588	)		(1,206	)		(1,005	)		(588	)
Proceeds from sale of property and equipment								200			—
Investment in rental equipment		(299	)		(504	)		(2,511	)		(299	)
Proceeds from the sale of used rental equipment		4,424			1,280			4,333			4,424
Purchases of short-term investments		(16,042	)		(20,800	)		(11,162	)		(16,042	)
Proceeds from the sale of short-term investments		6,991			11,679			20,163			6,991
Net cash used in investing activities		(5,514	)		(9,551	)
Payments for damages related to insurance claim								(1,970	)		—
Proceeds from insurance claim								900			—
Increase in insurance claim receivable								849			—
Net cash provided by (used in) investing activities								9,797			(5,514	)

Cash flows from financing activities:
Proceeds from the exercise of stock options		50			—			19			50
Net cash provided by financing activities		50			—			19			50

Effect of exchange rate changes on cash		272			(143	)		(285	)		272
Increase (decrease) in cash and cash equivalents		6,815			(10,788	)		(2,542	)		6,815
Cash and cash equivalents, beginning of fiscal year		10,262			22,314			15,092			10,262
Cash and cash equivalents, end of fiscal period	$	17,077		$	11,526		$	12,550		$	17,077

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

The consolidated balance sheet of Geospace Technologies Corporation and its subsidiaries (the “Company”) at September 30, ~~2016~~2017 was derived from the Company’s audited consolidated financial statements at that date. The consolidated balance sheet at June 30, ~~2017~~2018 and the consolidated statements of operations, ~~and~~ comprehensive loss and the consolidated statements of cash flows for the three and nine months ended June 30, ~~2017~~2018 and ~~2016, and the consolidated statements of cash flows for the nine months ended June 30,~~ 2017 ~~and 2016~~ were prepared by the Company without audit. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary to present fairly the consolidated financial position, results of operations and cash flows were made. The results of operations for the three and nine months ended June 30, ~~2017~~2018 are not necessarily indicative of the operating results for a full year or of future operations.

Certain information and footnote disclosures normally included in financial statements presented in accordance with accounting principles generally accepted in the United States of America were omitted pursuant to the rules of the Securities and Exchange Commission. The accompanying consolidated financial statements should be read in conjunction with the financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended September 30, ~~2016.~~

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 loss, stockholders’ equity or cash flows.2017.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires ~~management to make~~the use of estimates and assumptions that affect the amounts ~~of assets, liabilities, revenue and expenses~~ 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 consolidated financial statements. The Company continually evaluates its estimates, including those related to bad debt reserves, inventory obsolescence reserves, self-insurance reserves, product warranty reserves, impairment of long-lived assets and deferred income tax assets. The Company bases its estimates on historical experience and various other factors that are believed to be reasonable under the ~~circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities which are not readily available from other sources.~~circumstances. Actual results may differ from these estimates under different conditions or assumptions.

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.

~~The Company classifies its short-term investments consisting of corporate bonds, government bonds~~ Cash 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. See note 2 for additional information.

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 ofcash equivalents include $8.1 million held by the Company’s foreign subsidiaries ~~use an average cost method to value their inventories.~~

~~The Company periodically reviews the composition of its inventories to determine if market demand, product modifications, technology changes, excessive quantities on-hand~~ and other factors hinder its ability to recover its investment in such inventories. The Company’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 the Company’s inventory investment will not be realized in its operating activities.

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.branch offices. If the ~~carrying value of~~Company were to repatriate the ~~asset group exceeds the expected future~~ cash ~~flows, an impairment loss is recognized~~held by its foreign subsidiaries, it would be required to ~~the extent that the carrying value of the asset group exceeds its fair value, which is measured by the expected future cash flows.~~ accrue and pay taxes on any amount repatriated.

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. The Company recognizes revenue from product sales, including the sale of used rental equipment, when all of the following have occurred: (i) title passes to the customer, (ii) the customer assumes the 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. Although infrequent, in cases where collectability is not reasonably assured, the installment or cost recovery method is used. Except for certain of the Company’s reservoir characterization 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 months or longer. Revenue from engineering services is recognized as services are rendered over the duration of a project, or as billed on a per hour basis. Field service revenue is recognized when services are rendered and is generally priced on a per day rate.

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.

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

In ~~May 2017,~~October 2016, the Financial Accounting Standards Board (“FASB”) issued guidance ~~clarifying when~~which eliminates the exception of recognizing, at the time of transfer, current and deferred income taxes for intercompany profits on intra-entity asset transfers other than inventory. The Company adopted this guidance in its first quarter of its fiscal year ending September 30, 2018 using the modified retrospective approach. The adoption resulted in a ~~change~~cumulative-effect charge to opening retained earnings of $0.4 million. Under prior guidance, the Company maintained a non-current prepaid income tax asset on its consolidated balance sheets representing income taxes paid in the U.S. on profits realized from the sale of rental equipment to its foreign subsidiaries. As this rental equipment was depreciated, the prepaid tax was recognized as a current income tax expense in the Company’s consolidated statement of operations. Under the new guidance, the Company is required to recognize a deferred tax asset related to the ~~terms or conditions~~intercompany profits realized on the sale of ~~a share-based payment award must~~non-inventory assets to its subsidiaries; however, profits realized from the intercompany sale of inventories will continue to be accounted for as a ~~modification. The~~prepaid income tax asset in accordance with the prior guidance. Under the new guidance, ~~requires modification accounting if~~ the ~~fair value, vesting condition or~~deferred tax asset resulting from the ~~classification~~sale of non-inventory assets is recognized at the jurisdictional tax rate of the ~~award is not~~subsidiary which purchased the ~~same immediately before~~asset. Any differences between the subsidiary’s jurisdictional tax rate and ~~after a change~~the seller’s tax rate pertaining to the ~~terms and conditions~~intercompany profit are charged to seller’s current income tax expense at the time of the ~~award. The new guidance must~~sale. With the recent reduction in the U.S. income tax rate to 21%, and assuming that a majority of the Company’s future intercompany equipment sales will continue to be ~~adopted by~~made to its Canadian subsidiary having a higher statutory tax rate, the ~~Company on a prospective basis no later than its~~

~~first quarter of fiscal year 2018, with early adoption permitted. This~~ new guidance is ~~not~~ expected to have ana favorable impact on the Company’s provision for income taxes in future periods. Due to the fact the Company has a valuation allowance against most of its net deferred tax assets, the adoption of this guidance had no impact upon the Company’s income tax expense for the three and nine months ended June 30, 2018.

In March 2016, the FASB issued guidance to simplify key components of employee share-based payment accounting. The new guidance simplifies several aspects of the accounting for share-based payment transactions, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification of excess tax benefits from share-based payments on the statement of cash flows. The Company adopted this guidance in the first quarter of its fiscal year ending September 30, 2018. No cumulative effect adjustment to retained earnings was needed upon adoption since the Company had no unrecorded excess tax benefits residing in its additional paid-in-capital account. Under the prior standard, the Company was required to track and record as a component of additional paid-in capital the tax impact of cumulative windfalls, net of any shortfalls, which resulted from excess tax benefits from share-based payments. As a result, the impact of net windfalls has not historically affected the Company’s provision for income taxes or its effective income tax rate. Under the new guidance, the Company will no longer track windfalls or shortfalls resulting from share-based payments since all future windfalls and shortfalls will be recorded as a component of the Company’s current provision for income taxes. Depending on the magnitude of future windfalls or shortfalls, this change could significantly affect the Company’s provision for income taxes in a positive or negative direction. Since the Company had a valuation allowance against the value of its cumulative U.S. net operating losses, the adoption of this guidance had no impact upon the Company’s income tax expense for the three and nine months ended June 30, 2018.

In July 2015, the FASB issued guidance requiring management to measure inventory at the lower of cost or net realizable value. Under the new guidance, net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Since the Company is a manufacturer and the nature of its inventory is generally unique to its designs and applications thus preventing the gathering of relevant external market data, its existing practice for calculating net realizable value under the current standard is consistent with the practice prescribed by the new guidance. The Company adopted this standard in its first quarter of its fiscal year ending September 30, 2018. The adoption of this guidance had no impact upon the Company’s consolidated financial ~~statements as it is not the Company’s practice to change either the terms or conditions of share-based payment awards once they are granted.~~statements.

In November 2016, the FASB issued guidance which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance must be adopted by the Company no later than its first quarter of fiscal year 2019 and should be applied on a retrospective transition basis. The Company has historically not held restricted cash balances and, therefore, does not expect the adoption of this guidance to have a material effect on its consolidated financial statements. However, upon adoption of this guidance, the Company will make any necessary changes to present restricted cash balances in accordance with the guidance.

In October 2016, the FASB issued guidance which eliminates the exception of recognizing, at the time of transfer, current and deferred income taxes for intercompany profits on intra-entity asset transfers other than inventory. This guidance must be adopted by the Company no later than its first quarter of fiscal year 2019 and applied on a modified retrospective transition basis. Since early adoption is permitted, the Company is planning to adopt this guidance in its first quarter of its fiscal year ending September 30, 2018. Under current guidance, the Company maintains a non-current prepaid income tax asset on its consolidated balance sheets representing income taxes paid in the U.S. on profits realized from the sale of rental equipment to its foreign subsidiaries. As this rental equipment is depreciated, the prepaid tax is recognized as a current income tax expense in the Company’s consolidated statement of operations. Upon adoption of the new guidance, the Company will be required to recognize a deferred tax asset related to the intercompany profits realized on the sale of assets to its subsidiaries; however, profits realized from the intercompany sale of inventories will continue to be accounted for as a prepaid income tax asset similar to the current guidance. The deferred tax asset resulting from the sale of non-inventory assets will be recognized at the jurisdictional tax rate of the subsidiary purchasing the asset. Any differences between the subsidiary’s jurisdictional tax rate and the seller’s tax rate pertaining to the intercompany profit will be charged to seller’s current income tax expense at the time of the sale. Since the current U.S. income tax rate is substantially higher than the current income tax rates applicable to each of the Company’s foreign subsidiaries, adoption of the new guidance could have a significant impact on the Company’s provision for income taxes in future periods if significant amounts of rental equipment are sold by the Company’s U.S. subsidiaries to its foreign subsidiaries.

In June 2016, the FASB issued guidance surrounding credit losses for financial instruments that replaces the incurred loss impairment methodology in current U.S. generally accepted accounting principles (“GAAP”). The new impairment model requires immediate recognition of estimated credit losses expected to occur for most financial assets and certain other financial instruments. For available-for-sale debt securities with unrealized losses, credit losses will be recognized as allowances rather than reductions in

the amortized cost of the securities. The standard is effective for annual reporting periods beginning after December 15, 2019 and interim periods within those annual periods. Early adoption for a fiscal year beginning after December 15, 2018 is permitted. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first effective reporting period. The Company expects to adopt this standard during the first quarter of its fiscal year ending September 30, 2021 and is currently evaluating the impact of this new guidance on its consolidated financial statements.

In March 2016, the FASB issued guidance to simplify key components of employee share-based payment accounting. The guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within that reporting period. The Company expects to adopt this guidance in the first quarter of its fiscal year ending September 30, 2018. The new guidance simplifies several aspects of the accounting for share-based payment transactions, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification of excess tax benefits from share-based payments on the statement of cash flows. Under the current standard, the Company is required to track and record as a component of additional paid-in capital the tax impact of cumulative windfalls, net of any shortfalls, which result from excess tax benefits from share-based payments. As a result, the impact of net windfalls has not historically affected the Company’s provision for income taxes or its effective income tax rate. Upon adoption of the new standard, the Company will record a cumulative-effect adjustment to retained earnings for unrecorded excess tax benefits residing in its additional paid in capital account. In addition, the Company will no longer track windfalls or shortfalls resulting from share-based payments since all future windfalls and shortfalls will be recorded as a component of the Company’s current provision for income taxes. Depending on the magnitude of future windfalls or shortfalls, this change could significantly affect the Company’s provision for income taxes in a positive or negative direction.

In February 2016, the FASB issued guidance requiring a lessee to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement and presentation of expense and cash flows

arising from a lease by a lessee primarily will depend on its classification of the lease as a finance or operating lease. However, unlike current GAAP, which requires only capital leases to be recognized on the balance sheet, the new guidance will also require operating leases of the lessee to be recognized on the balance sheet if the operating lease term is more than 12 months. The guidance also requires disclosures to help investors and other financial statement users to better understand the amount, timing and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. The guidance is effective for fiscal years, and interim reporting periods therein, beginning after December 15, 2018 and is to be applied using the modified retrospective approach. The Company expects to adopt this standard in its first quarter of its fiscal year ending September 30, 2020. The Company currently is not a lessee under any lease agreements with a term longer than one year. The Company is routinely a lessor in its rental contracts with customers; however, these rental agreements are generally short-term in nature, and the Company believes would be treated as operating leases under the new ~~guidance. As a result,~~guidance; however, the Company ~~does~~has not ~~expect the adoption of this guidance to have~~completed a ~~material effect upon its consolidated financial statements.~~

In July 2015, the FASB issued guidance requiring management to measure inventory at the lower of cost or net realizable value. Under the new guidance, net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The new guidance 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 expects to adopt this standard in its first quarterdetailed review of its ~~fiscal year ending September 30, 2018. Since the Company is a manufacturer~~lease arrangements, and ~~the nature of its inventory is generally unique~~these conclusions are subject to its designs and applications thus preventing the gathering of relevant external market data, its practice for calculating net realizable value under the current standard is consistent with the practice prescribed by the new guidance. Therefore, the Company does not expect the adoption of the new guidance to have a material effect upon its consolidated financial statements.

In August 2014, the FASB issued guidance requiring management to evaluate whether there are conditions and events that raise substantial doubt about an 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 ending after December 15, 2016 and interim reporting periods thereafter. The Company’s management will begin evaluating any potential events and conditions which raise substantial doubt about the Company’s ability to continue as a going concern upon adoption on September 30, 2017. The adoption of this guidance may result in additional disclosures to our consolidated financial statements.change.

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 recognizes revenue through three primary transactions types: (i) the immediate recognition of revenue through the routine delivery of products to its customers, (ii) the rental of equipment to its customers through short-term operating leases, and (iii) the recognition of revenue utilizing the percentage of completion method for the delivery of complex products requiring long manufacturing times and substantial engineering resources. While the Company does not expect the new guidance to impact its routine product sales or rental contracts, the new guidance could impact the manner in which it recognizes revenue using the percentage of completion method. The Company ~~expects to~~will adopt this standard in the first quarter of its fiscal year ending September 30, 2019 ~~and~~using the modified retrospective method. The Company’s evaluation of the standard is largely complete. At this point in the ~~early stages of evaluating~~evaluation, the ~~standard including the method of adoption to determine the impact~~Company has not identified a transaction that will have a material effect on its consolidated financial statements. ~~Further disclosures around policy changes or quantitative~~The Company continues to evaluate the standard’s potential effects ~~will be made as the Company moves closer to the adoption of this standard.~~on its consolidated financial statements.

	As of June 30, 2017 (in thousands)									As of June 30, 2018 (in thousands)
	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value		Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Short-term investments
Short-term investments:
Corporate bonds	$	23,756	$	—	$	(45	)	$	23,711	$	18,345	$	—	$	(86	)	$	18,259
Government bonds		12,785		—		(35	)		12,750		8,777		—		(22	)		8,755
Total	$	36,541	$	—	$	(80	)	$	36,461	$	27,122	$	—	$	(108	)	$	27,014

	As of September 30, 2016 (in thousands)									As of September 30, 2017 (in thousands)
	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value		Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Short-term investments
Short-term investments:
Corporate bonds	$	17,342	$	—	$	(19	)	$	17,323	$	22,829	$	—	$	(31	)	$	22,798
Government bonds		10,169		—		(1	)		10,168		13,363		—		(24	)		13,339
Total	$	27,511	$	—	$	(20	)	$	27,491	$	36,192	$	—	$	(55	)	$	36,137

~~Accumulated other comprehensive loss on the consolidated balance sheets at June 30, 2017 and September 30, 2016 included unrealized losses (net of tax) of $61,000 and $12,000, respectively.~~

The Company’s short-term investments have contractual maturities ranging from ~~August 2017~~July 2018 to March ~~2019.~~2020.

At June 30, ~~2017~~2018 and September 30, ~~2016,~~2017, the Company’s Canadian subsidiary had ~~$24.9~~CAN$38.9 million and CAD$26.1 million, respectively, of Canadian dollar denominated intercompany accounts payable owed to one of the Company’s ~~U.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 $0.7 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 statement of operations. The Company considers the remaining $24.2 million Canadian dollar denominated intercompany accounts payable 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”. On ~~June 30, 2017,~~March 28, 2018, the Company entered into ~~a $0.7~~$30.0 million Canadian dollar short-term hedge contract with a United States bank to hedge its short-term Canadian dollar foreign exchange rate exposure. An additional $4.3 million Canadian dollar hedge contract was entered into in July 2017. These contracts, which expire September 30, 2017, reduce the impact on cash flows from movements in the Canadian dollar/U.S. dollar currency exchange rate, but ~~have~~has not been designated as a hedge for accounting purposes.

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		June 30, 2017				September 30, 2016				Location		June 30, 2018				September 30, 2017
Foreign Currency Forward Contracts		Prepaid Expenses and Other Current Assets		$	—			$	5			Accrued Expenses and Other Current Liabilities		$	218			$	—

The following table summarizes the Company’s gains on derivative instruments in the consolidated statements of operations for the three and nine month periods ended June 30, ~~2017~~2018 and ~~2016~~2017 (in thousands):

		Three Months Ended						Nine Months Ended						Three Months Ended					Nine Months Ended
Derivative Instrument	Location	June 30, 2017			June 30, 2016			June 30, 2017			June 30, 2016		Location	June 30, 2018		June 30, 2017			June 30, 2018		June 30, 2017
Foreign Currency Forward Contracts	Other Income (Expense)	$	(48	)	$	(14	)	$	(20	)	$	14	Other Income (Expense)	$	601	$	(48	)	$	1,176	$	(20	)

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

At June 30, 2017, the Company’s financial instruments included cash and cash equivalents, short-term investments, 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 its short-term investments and derivative instruments at fair value on a recurring basis. The fair value measurement of the Company’s short-term investments and derivative instruments was determined using the following inputs (in thousands):

~~Current trade~~Trade accounts receivable are reflected in the following table (in thousands):

	June 30, 2017			September 30, 2016			June 30, 2018			September 30, 2017
Trade accounts receivable	$	9,725		$	17,841		$	14,719		$	10,830
Allowance for doubtful accounts		(1,398	)		(2,449	)		(3,569	)		(1,395	)
	$	8,327		$	15,392		$	11,150		$	9,435

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 current review of its balances. Accounts receivable balances are charged off against the allowance whenever it is probable that the receivable will not be recoverable. During the three months ended June 30, 2018, the Company recorded bad debt expense of $2.7 million primarily attributable to a trade accounts receivable from a customer which filed for bankruptcy protection during the period. While the Company is uncertain of the ultimate amount of bad debt that will result from the bankruptcy proceedings, it has provided a bad debt allowance for all of its pre-petition bankruptcy receivable claims. Should any portion of these pre-petition claims be recovered in the future, the Company will reverse such bad debt expenses.

~~Notes receivable, net is~~Financing receivables are reflected in the following table (in thousands):

6.During the nine months ended June 30, 2018, the Company issued promissory notes to customers totaling $4.0 million in connection with the sale of rental equipment. Cash flows from financing receivables related to the sale of rental equipment for the nine months ended June 30, 2018 of $3.6 million are included in proceeds from the sale of used rental equipment in the consolidated statements of cash flows.

	June 30, 2017			September 30, 2016			June 30, 2018			September 30, 2017
Finished goods	$	36,190		$	40,260		$	22,880		$	33,690
Work in process		1,828			8,272			8,045			2,512
Raw material		70,438			65,682			54,403			70,099
Obsolescence reserve		(20,432	)		(9,674	)		(31,014	)		(29,614	)
	$	88,024		$	104,540			54,314			76,687
Less current portion								(18,959	)		(20,752	)
Non-current portion							$	35,355		$	55,935

During the nine months ended June 30, ~~2017~~2018 and ~~2016,~~2017, the Company made non-cash inventory transfers of ~~$1.6~~$23.5 million and ~~$3.0~~$1.6 million, respectively, to rental ~~equipment and $1.9 million and $0.1 million, respectively, to property, plant and~~ equipment. Raw materials include semi-finished goods and component parts ~~totaling $43.8~~which totaled approximately $28.7 million and $48.2 million at June 30, ~~2017~~2018 and September 30, ~~2016,~~2017, respectively.

~~The Company had no long-term debt outstanding at June 30, 2017 and September 30, 2016.~~

On March 2, 2011, the Company entered into a credit agreement with Frost Bank with borrowing availability of $50.0 million (the “Credit Agreement”). 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 June 30, 2017, the Company’s borrowing base was $26.2 million. As of June 30, 2017, the amount available for borrowing was $25.8 million after consideration of $0.4 million of outstanding letters of credit. The Company’s domestic subsidiaries have guaranteed the obligations of the Company under the Credit Agreement and such subsidiaries have secured their obligations under such guarantees by the pledge of substantially all of the assets of such subsidiaries, except real property assets. The Credit Agreement 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 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 repurchase its common stock and 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 4.25% at June 30, 2017. At June 30, 2017, the Company was in compliance with all covenants under the Credit Agreement.

	Unrealized Losses on Available-for-Sale Securities			Foreign Currency Translation Adjustments			Totals			Unrealized Losses on Available-for-Sale Securities			Foreign Currency Translation Adjustments			Totals
Balance at October 1, 2016	$	(15	)	$	(15,926	)	$	(15,941	)
Balance at October 1, 2017										$	(58	)	$	(14,172	)	$	(14,230	)
Changes in unrealized losses on available-for-sale securities		(61	)		—			(61	)		(53	)		—			(53	)
Foreign currency translation adjustments		—			1,499			1,499			—			(364	)		(364	)
Balance at June 30, 2017	$	(76	)	$	(14,427	)	$	(14,503	)
Balance at June 30, 2018										$	(111	)	$	(14,536	)	$	(14,647	)

During the nine months ended June 30, ~~2017,~~2018, the Company issued ~~109,500~~155,450 shares of restricted stock under its 2014 Long Term Incentive Plan, as ~~amended (the “Plan”).~~amended. The weighted average grant date fair value of the restricted stock was ~~$21.12~~$15.21 per share. The grant date fair value of these awards was ~~$2.3~~$2.4 million, which will be charged to expense over the next four years as the restrictions lapse. Compensation expense for restricted stock awards was determined based on the closing market price of the Company’s stock on the

date of grant applied to the total number of shares that are anticipated to fully vest. Recipients of restricted stock awards are entitled to vote such shares and are entitled to dividends, if paid.

During the nine months ended June 30, 2017, the Company also issued 51,300 nonqualified stock options under the Plan. The options issued are based upon three tiers, each with separate service based vesting conditions and market conditions that affect exercisability. Market based conditions are based on achieving a specified market return on the Company’s stock price. Compensation expense for the nonqualified stock option awards was determined based on a Monte Carlo simulation, which incorporates the possibility that the market conditions may not be satisfied. The weighted average grant date fair value of the options issued was determined to be $9.35 per option resulting in unrecognized compensation costs of $0.5 million, which will be charged to expense over the requisite service period of the options, ranging from 18 to 36 months.

As of June 30, ~~2017,~~2018, the Company had unrecognized compensation expense of ~~$5.1~~$4.1 million relating to restricted stock awards. This unrecognized compensation expense is expected to be recognized over a weighted average period of 2.7 years. In addition, the Company had ~~$0.4~~$0.1 million of unrecognized compensation expense related to nonqualified stock option awards which is expected to be recognized over a weighted average period of ~~1.5~~1.0 years.

As of June 30, ~~2017,~~2018, a total of ~~292,550~~309,725 shares of restricted stock and ~~201,800~~194,600 nonqualified stock options shares were outstanding.

The Company applies the ~~two -class~~two-class method in calculating per share data. The following table summarizes the calculation of net loss and weighted average common shares and common equivalent shares outstanding for purposes of the computation of loss per share (in thousands, except share and per share data):

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	June 30, 2017			June 30, 2016			June 30, 2017			June 30, 2016			June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
Net loss	$	(14,376	)	$	(11,654	)	$	(37,584	)	$	(33,661	)	$	(4,796	)	$	(14,376	)	$	(19,005	)	$	(37,584	)
Less: Income allocable to unvested restricted stock		—			—			—			—
Less: Loss allocable to unvested restricted stock														—			—			—			—
Loss available to common shareholders		(14,376	)		(11,654	)		(37,584	)		(33,661	)		(4,796	)		(14,376	)		(19,005	)		(37,584	)
Reallocation of participating earnings		—			—			—			—			—			—			—			—
Loss attributable to common shareholders for diluted earnings per share	$	(14,376	)	$	(11,654	)	$	(37,584	)	$	(33,661	)	$	(4,796	)	$	(14,376	)	$	(19,005	)	$	(37,584	)
Weighted average number of common share equivalents:
Common shares used in basic loss per share		13,147,016			13,051,916			13,129,196			13,042,000			13,266,316			13,147,016			13,244,242			13,129,196
Common share equivalents outstanding related to stock options		—			—			—			—			—			—			—			—
Total weighted average common shares and common share equivalents used in diluted loss per share		13,147,016			13,051,916			13,129,196			13,042,000			13,266,316			13,147,016			13,244,242			13,129,196
Loss per share:
Basic	$	(1.09	)	$	(0.89	)	$	(2.86	)	$	(2.58	)	$	(0.36	)	$	(1.09	)	$	(1.43	)	$	(2.86	)
Diluted	$	(1.09	)	$	(0.89	)	$	(2.86	)	$	(2.58	)	$	(0.36	)	$	(1.09	)	$	(1.43	)	$	(2.86	)

For the calculation of diluted loss per share for the three and nine months ended June 30, 2018 and 2017, 194,600 and ~~2016,~~ 201,800 ~~stock options and 159,000~~ stock options, respectively, were excluded in the calculation of weighted average shares outstanding as a result of their impact being antidilutive.

The Company is 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. Management is not aware of any material pending or known to be contemplated legal or government proceedings against the Company.

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, 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. The Non-Seismic product lines include imaging products and industrial products.

The following table summarizes the Company’s segment information (in thousands):

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	June 30, 2017			June 30, 2016			June 30, 2017			June 30, 2016			June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
Revenue:
Seismic	$	7,308		$	9,567		$	30,658		$	25,642		$	12,345		$	7,308		$	31,671		$	30,658
Non-Seismic		6,741			7,967			18,945			19,687			8,778			6,741			23,058			18,945
Corporate		146			144			435			417			147			146			432			435
Total	$	14,195		$	17,678		$	50,038		$	45,746		$	21,270		$	14,195		$	55,161		$	50,038

Income (loss) from operations:
Seismic	$	(11,972	)	$	(10,263	)	$	(30,581	)	$	(34,232	)	$	(4,122	)	$	(11,972	)	$	(15,552	)	$	(30,581	)
Non-Seismic		1,004			1,194			3,108			2,604			1,428			1,004			3,841			3,108
Corporate		(2,806	)		(2,946	)		(8,672	)		(9,066	)		(2,442	)		(2,806	)		(8,252	)		(8,672	)
Total	$	(13,774	)	$	(12,015	)	$	(36,145	)	$	(40,694	)	$	(5,136	)	$	(13,774	)	$	(19,963	)	$	(36,145	)

The Company’s statutory U.S. income tax rate for the nine months ended June 30, 2018 was impacted by the Tax Cuts and Jobs Act (the “Act”), which was enacted into law on December 22, 2017. Income tax effects resulting from changes in tax laws are accounted for by the Company in accordance with the authoritative guidance, which requires that these tax effects be recognized in the period in which the law is enacted and the effects are recorded as a component of the provision for income taxes from continuing operations. As a result, the Company made changes to its provision for income tax resulting from the enactment of the Act for the nine months ended June 30, 2018.

The Act includes significant changes to the U.S. corporate income tax system which (i) reduces the U.S. federal corporate tax rate from 35% to 21% as of January 1, 2018, (ii) shifts to a modified territorial tax regime which requires companies to pay a one-time transition tax on the cumulative earnings of certain foreign subsidiaries that were previously tax deferred and (iii) creates new taxes on certain foreign-sourced earnings. The decrease in the U.S. federal corporate tax rate from 35% to 21% results in a blended statutory tax rate of 24.5% for the Company’s fiscal year ending September 30, 2018. The new taxes for certain foreign-sourced earnings under the Act are effective for the Company beginning after the fiscal year ending September 30, 2018.

The Company is currently evaluating the impact of the Act on its consolidated financial statements. Based on the Company’s assessments to date, it expects the one-time deemed repatriation tax on certain foreign earnings and profits to not have a cash impact since it anticipates, that it will be able to utilize existing net operating loss carryforwards to substantially offset any taxes payable on foreign earnings and profits. Additionally, the Company has adjusted its U.S. gross deferred tax assets and liabilities to the new 21% statutory tax rate; however, it also recorded a corresponding adjustment to a valuation allowance which resulted in no net impact to deferred tax assets or provision for income taxes. Except for, the adjustments referred to above, the Company does not expect any further adjustments relating to tax effects of the Act in its consolidated financial statements (including any provisional amounts) based on the Company’s analysis of its current and expected tax attributes.

The Company’s effective tax rates for the three months ended June 30, 2018 and 2017 ~~and 2016~~ were ~~(4.7)~~(1.1)% and ~~(7.7)~~(4.7)%, respectively. The Company’s effective tax rates for the nine months ended June 30, 2018 and 2017 were 3.1% and ~~2016 were~~ (3.9)~~% and (16.9)~~%, respectively. The United States statutory ~~tax~~ rate for the ~~same periods~~three and nine months ended June 30, 2018 and 2017 was 24.5% (blended) and 35%., respectively. Compared to the United States statutory rate, the lower effective tax rates ~~for all periods~~ resulted primarily from the provision of a valuation allowance against the Company’s U.S. and Canadian deferred tax assets, due to the uncertainty surrounding the Company’s ability to utilize such deferred tax assets in the future to offset taxable income. ~~Income tax expense~~In addition, for the three months ended March 31, 2018, the Company amended its prior year U.S. tax return to claim a $0.7 million refund.

In December 2017, the Company initiated a program to reduce operating costs in light of expected and continuing low levels of seismic product demand. The program is expected to produce approximately $6 million of annualized cash savings. The majority of the cost reductions were realized through a reduction of over 60 employees from the Company’s Houston area workforce. In connection with the workforce reductions, the Company incurred $0.7 million of termination costs in its first quarter of fiscal year

2018. The termination costs were recorded to both cost of revenue and operating expenses in the consolidated statement of operations. No further termination costs are expected and there are no outstanding liabilities related to this program as of June 30, ~~2017 resulted from (i)~~2018.

On July 27, 2018, the ~~recognition~~Company acquired Quantum Technology Sciences, Inc., a Florida-based tactical security and surveillance systems solutions provider (“Quantum”) through a merger of the Company’s subsidiary with and into Quantum, with Quantum as ~~income tax expense~~the surviving corporation. Quantum’s operations will remain in Florida, performing as a wholly-owned subsidiary of the Company.

The acquisition purchase price for ~~taxes~~Quantum consisted of a cash down payment at closing of approximately $4.4 million and contingent earn-out payments of up to $23.5 million over a four-year period. The contingent payments, if any, which may be paid in ~~prior years resulting~~the form of cash or Company stock, will be derived from certain eligible revenue that may be generated during the sale of rental equipment to the Company’s foreign subsidiaries and (ii) the recognition of a valuation allowance against a foreign tax credit realized on rental revenues invoiced outside the United States.

Item 2. 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 Quarterly Report on Form 10-Q and our annual report on Form 10-K for the year ended September 30, ~~2016.~~2017.

This Quarterly Report on Form 10-Q 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 (the “Exchange Act”). 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 the provision of accounting 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” in our Annual Report on Form 10-K for the fiscal year ended September 30, ~~2016,~~2017, as well as other cautionary language in such Annual Report and this Quarterly Report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Such examples include, but are not limited to, decreases in commodity price levels, which could reduce demand for our products, the failure of our products to achieve market acceptance, despite substantial investment by us, our sensitivity to short term backlog, delayed or cancelled customer orders, product obsolescence resulting from poor industry conditions or new technologies, bad debt write-offs associated with customer accounts, lack of further orders for our OBX systems, failure of our non-seismic products to be adopted by the border and security perimeter market, infringement or failure to protect intellectual property, the failure of the acquisition transaction to yield positive operating results, and any negative impact from our ~~ability to refinance or replace~~restatement of our ~~credit agreement on or prior to maturity on May 4, 2018.~~financial statements regarding current assets. The occurrence of the events described in these risk factors and elsewhere in this Quarterly Report on Form 10-Q could have a material adverse effect on our business, results of operations and financial position, and actual events and results of operations may vary materially from our current expectations. We assume no obligation to revise or update any forward-looking statement, whether written or oral, that we may make from time to time, whether as a result of new information, future developments or otherwise.

Geospace Technologies Corporation isreincorporated as a Texas corporation on April 16, 2015. We originally incorporated inas a Delaware corporation on September 27, 1994. Unless otherwise specified, the discussion in this Quarterly Report on Form 10-Q refers to Geospace Technologies Corporation and its subsidiaries.

We design and manufacture instruments and equipment used in the ~~acquisition and processing of seismic data as well as in the characterization and monitoring of producing~~ 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 and imaging equipment. 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” in our Annual Report on Form 10-K for the fiscal year ended September 30, ~~2016.~~

We have engaged in the seismic instrument and equipment business since 1980 and market our products primarily to the oil and gas industry. We also design, manufacture and distribute non-seismic equipment including imaging products and industrial products. We report and categorize our customers and products into two different segments: Seismic and Non-Seismic.2017.

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

Our seismic business segment has historically accounted for the majority of our revenue. Geoscientists use seismic data primarily in connection with the exploration, development and production of oil and gas reserves to map potential and known hydrocarbon bearing formations and the geologic structures that surround them. 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.

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 also 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~~Revenue from these products results primarily from seismic contractors purchasing our products as components of new seismic data acquisition systems or to repair and replace components of seismic data acquisition systems already in use.

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~~We have developed a land-based wireless (or nodal) seismic data acquisition system is 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.~~system, allowing our GSX stations to be deployed in virtually unlimited channel configurations. 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 June 30, ~~2017,~~2018, we have sold ~~354,000~~417,000 GSX channels and we have ~~116,000~~92,000 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~~deep water versions of the OBX system can be deployed in depths of up to 3,450 meters. Through June 30, ~~2017,~~2018, we have ~~over~~ sold ~~500~~approximately 600 OBX stations and we have ~~5,600~~13,000 OBX stations in our rental fleet. ~~In the absence of additional customer orders for OBX systems, we do not expect to make any cash investments into our OBX rental fleet during fiscal year 2017.~~

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 development and 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~~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.~~monitoring (“PRM”). 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~~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.

We have not ~~delivered nor did we receive~~received orders for any permanent reservoir monitoring systems ~~during fiscal year 2016 or during the first nine months of fiscal year 2017.~~since November 2012.

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.

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 ~~seismic~~ borehole tools to monitor subsurface carbon dioxide injections and for mine safety applications.

Our non-seismic products include electronic pre-press products that employ direct thermal imaging and digital inkjet printing technologies targeted at the commercial graphics, industrial graphics, textile and flexographic printing industries. Our other non-seismic products consist of (i) sensors and tools for vibration monitoring, mine safety, ~~application~~earthquake detection and ~~earthquake detection,~~security applications, (ii) cables for power and communication for the offshore oil and gas and offshore construction industries, (iii) water meter cables and connectors, and (iv) other specialty industrial cable and connector products.

We report and evaluate financial information for two segments: Seismic and Non-Seismic. Summary financial data by business segment follows (in thousands):

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	June 30, 2017			June 30, 2016			June 30, 2017			June 30, 2016			June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
Seismic
Traditional exploration product revenue	$	3,604		$	2,519		$	9,811		$	10,711		$	2,582		$	3,604		$	9,559		$	9,811
Wireless exploration product revenue		2,681			6,576			18,605			13,180			7,890			2,681			17,560			18,605
Reservoir product revenue		1,023			472			2,242			1,751			1,873			1,023			4,552			2,242
Total revenue		7,308			9,567			30,658			25,642			12,345			7,308			31,671			30,658
Operating loss		(11,972	)		(10,263	)		(30,581	)		(34,232	)		(4,122	)		(11,972	)		(15,552	)		(30,581	)
Non-Seismic
Industrial product revenue		3,873			5,048			10,253			11,145			5,674			3,873			14,061			10,253
Imaging product revenue		2,868			2,919			8,692			8,542			3,104			2,868			8,997			8,692
Total revenue		6,741			7,967			18,945			19,687			8,778			6,741			23,058			18,945
Operating income		1,004			1,194			3,108			2,604			1,428			1,004			3,841			3,108
Corporate
Revenue		146			144			435			417			147			146			432			435
Operating loss		(2,806	)		(2,946	)		(8,672	)		(9,066	)		(2,442	)		(2,806	)		(8,252	)		(8,672	)
Consolidated Totals
Revenue		14,195			17,678			50,038			45,746			21,270			14,195			55,161			50,038
Operating loss		(13,774	)		(12,015	)		(36,145	)		(40,694	)		(5,136	)		(13,774	)		(19,963	)		(36,145	)

Early in calendar year 2014, we ~~began to experience~~experienced 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 other non-OPEC countries, resulting in an oversupply of crude oil in the world market. Market prices for a barrel of crude oil declined from over $100 in July 2014 to approximately $27 in January 2016, and have recovered ~~somewhat~~ to approximately ~~$50~~$69 today. With ~~the~~this decline in oil and natural gas prices, oil and gas exploration and production companies experienced a significant reduction in cash flows, which resulted in sharp reductions in their capital spending budgets for oil and gas exploration-focused activities, including seismic activities. ~~In addition,~~While we ~~have not received any orders~~are seeing some signs of increased seismic activity around the world, the need for ~~permanent reservoir monitoring systems since the Statoil Order was completed in April 2014.~~new seismic equipment remains restrained due to capital limitations affecting many of our customers along with excess unutilized equipment. We expect revenue from our seismic products, and in particular our traditional and wireless products, to remain low until ~~crude~~exploration-focused seismic activities increase which we believe will result from the ongoing depletion of existing reservoirs prompting the need to find new sources of oil ~~prices stabilize at higher levels~~ and ~~exploration-focused industry conditions improve.~~gas. We expect these challenging industry conditions will continue for the remaining months of fiscal year 2018 and into fiscal year 2019.

In September 2017, we were notified by Statoil that it would soon request quotes for two new PRM systems which were required to utilize fiber optic sensor technology. This contract was subsequently awarded to Alcatel in January 2018. Since our PRM designs utilize electrical sensor technology, we were not able to participate with a quotation for the design and manufacture of these PRM systems. We believe that our PRM system designs, which utilize electrical sensor technology, provide the best long-term functionality and performance of any PRM system, and we continue to ~~negatively impact~~aggressively market our PRM systems to major oil and gas companies. However, the ~~demand for~~occurrence of this notice from Statoil, combined with the absence of any new PRM orders of any technology type since November 2012, caused us to record $5.1 million of obsolescence reserves and $5.3 million of impairment reserves in September 2017 related to our PRM inventories and manufacturing equipment, respectively.

In December 2017, we initiated a program to reduce operating costs in light of expected and continuing low levels of seismic ~~products throughout~~product demand. The program is expected to produce approximately $6 million of annualized cash savings. The majority of the future cost reductions will be realized through the reduction of over 60 employees from our Houston area workforce. In connection with the workforce reductions, we incurred $0.7 million of termination costs in our first quarter of fiscal year ~~2017.~~2018. The termination costs were recorded to both cost of revenue and operating expenses in the consolidated statement of operations. No further termination costs are expected and there are no outstanding liabilities related to this program as of June 30, 2018.

Three and nine months ended June 30, ~~2017~~2018 compared to the three and nine months ended June 30, ~~2016~~2017

Consolidated revenue for the three months ended June 30, ~~2017, decreased $3.5~~2018 increased $7.1 million, or ~~19.7%~~49.8%, from the corresponding period of the prior fiscal year. ~~The decrease in revenue for the three months ended June 30, 2017~~This increase was ~~primarily~~ due to ~~a decrease~~significant increases in ~~wireless exploration rental revenue in~~both our seismic ~~business segment.~~and non-seismic product revenue. Consolidated revenue for the nine months ended June 30, ~~2017~~2018, increased ~~$4.3~~$5.1 million, or ~~9.4%~~10.2%, from the corresponding period of the prior fiscal year. The increase in revenue for the nine months ended June 30, ~~2017~~2018 was primarily due to an increase in ~~wireless exploration~~our non-seismic product ~~sales and rental~~ revenue.

Consolidated gross profit (loss) for the three months ended June 30, ~~2017~~2018 was ~~a loss of ($5.1)~~$4.7 million, compared to a loss of ($~~2.9)~~5.1) million for the corresponding period of prior fiscal year. The increase in loss for the three months ended June 30, 2017 was primarily the result of (i) a decrease in wireless rental revenue and (ii) an increase in inventory obsolescence expenses due to higher levels of slow-moving seismic inventories. Consolidated gross profit (loss) for the nine months ended June 30, ~~2017~~2018 was ~~a loss of ($11.0)~~$5.7 million, compared to a loss of ($~~13.9)~~11.0) million for the corresponding period of prior fiscal year. The improvement in gross profit (loss) for both periods resulted from (i) an increase in revenue, and principally an increase in rental revenue combined with declining depreciation expense associated with rental equipment, (ii) a $3.0 and $8.1 million decrease in inventory obsolescence expense for the three months and nine months ended June 30, ~~2017 was primarily the result of increased wireless exploration product sales~~2018, and ~~rental revenue and, to~~(iii) a ~~lesser extent, a decrease~~reduction in fixed manufacturing costs ~~resulting~~derived from ~~the Company’s~~ workforce ~~reduction~~reductions occurring in the ~~second fiscal~~first quarter of ~~2016. These improvements were partially offset by an increase in inventory obsolescence expenses.~~fiscal year 2018. Until seismic product demand increases ~~to historical norms,~~resulting in increased utilization of our factory, we expect our consolidated gross margins to remain ~~low.~~below historic norms.

In light of current market conditions, ~~we have evaluated the level of~~ our seismic product inventories at June 30, ~~2017 and we~~2018 continue to ~~believe that those inventory balances far~~ exceed levels considered appropriate for ~~the~~our current level of product demand. ~~We expect our older seismic~~While we are aggressively working to reduce these legacy inventory balances, we are also adding new inventories for recent product ~~inventory levels to continue to decline slowly throughout fiscal year 2017~~developments and ~~beyond.~~other product demand. During periods of excessive inventory levels, our policy has been, and will continue to be, to record ~~higher~~ obsolescence expense in our consolidated income statement as we experience reduced levels of inventory turnover and as our inventories continue to age. If ~~current~~difficult market conditions continue, we expect to record additional inventory obsolescence expense in fiscal year ~~2017~~2018 and beyond until seismic product demand and resulting seismic inventory turnover returns to acceptable levels.

Consolidated operating expenses for the three months ended June 30, ~~2017~~2018 were ~~$8.7~~$9.8 million, ~~a decrease~~an increase of ~~$0.5~~$1.2 million, or ~~5.0%~~13.3%, from the corresponding period of the prior fiscal year. ~~This decrease resulted from a decrease in bad debt expense.~~ Consolidated operating expenses for the nine months ended June 30, ~~2017~~2018 were ~~$25.1~~$25.7 million, a decrease $1.7 million, or 6.2%, from the corresponding period of the prior fiscal year. This decrease was primarily attributable to the Company’s cost reduction program implemented during the second fiscal quarter of 2016.

~~Consolidated other income (expense) for the three months ended June 30, 2017 was $46,000,~~ an increase of ~~$0.6~~$0.5 million, or 2.1%, from the corresponding period of the prior fiscal year. The increase in operating expenses for both periods was primarily due to a $2.6 million bad debt expense attributable to a trade accounts receivable from a customer which filed for bankruptcy protection during the quarter ended June 30, 2018. Excluding bad debt expense (recovery), operating expenses decreased $1.6 million and $3.3 million, respectively, for the three and nine months ended June 30, 2018. This decrease was primarily due to lower stock-based compensation expense, workforce reductions and a decline in research and development project costs.

Consolidated other income for the three months ended June 30, ~~2017~~2018 was $0.4 million, compared to $46,000 from the corresponding period of the prior fiscal year. The increase in other income was primarily ~~resulted from a decrease~~due to an increase in foreign exchange ~~losses attributable to U.S. dollar deposits held~~gains and foreign currency hedge financing fees offset by ~~our Russian subsidiary.~~an increase in interest income resulting from increased financing receivables. Consolidated other income (expense) for the nine months ended June 30, ~~2017~~2018 was $0.3 million, compared to ($16,000)~~, decrease of $0.2 million~~ from the corresponding period of the prior fiscal year. The increase was primarily due to an increase in interest income resulting from increased financing receivables and a decrease ~~for the nine months ended June 30, 2017 primarily resulted from~~in foreign exchange losses, and was partially offset by an increase in foreign ~~exchange losses attributable to U.S. dollar deposits held by our Russian subsidiary.~~currency hedge financing fees.

Consolidated income tax expense ~~(benefit)~~ for the three months ended June 30, ~~2017~~2018 was ~~$0.6~~$0.1 million compared to ~~($1.0)~~$0.6 million for the corresponding period of the prior fiscal year. Consolidated income tax expense (benefit) for the nine months ended June 30, ~~2017~~2018 was ~~$1.4~~$(0.6) million compared to ~~($6.9)~~$1.4 million for the corresponding period of the prior fiscal year. Our effective tax rates for the three months ended June 30, 2018 and 2017 ~~and 2016~~ were ~~(4.7)~~(1.1)% and ~~(7.7)~~(4.7)%, respectively. Our effective tax rates for the nine months ended June 30, 2018 and 2017 were 3.1% and ~~2016 were~~ (3.9)~~% and (16.9)~~%, respectively. The United States statutory tax rate for the ~~same periods was~~three and nine months ended March 31, 2018 and 2017 were 24.5% (blended) and 35%., respectively. Compared to the United States statutory rate, the lower effective tax rates for ~~all periods~~the three and nine months ended June 30, 2018 and 2017 primarily resulted ~~primarily~~ from our inability to recognize any tax benefits for the ~~provision of a valuation allowance against our~~tax losses we incurred in the U.S. and ~~Canadian deferred tax assets~~Canada due to the uncertainty surrounding our ability to utilize ~~such deferred tax assets~~these losses in the future to offset taxable income. ~~Income tax expense~~In addition, for the three months ~~and nine months~~ ended ~~June 30, 2017 resulted from (i)~~March 31, 2018, the ~~recognition as income~~Company amended its prior year U.S. tax ~~expense for taxes paid in prior years resulting from the sale of rental equipment~~return to ~~the Company’s foreign subsidiaries and (ii) the recognition of~~claim a ~~valuation allowance against a foreign tax credit realized on rental revenues invoiced outside the United States.~~$0.7 million refund.

Revenue from our seismic products for the three months ended June 30, ~~2017 decreased $2.3~~2018 increased $5.0 million, or ~~23.6%~~68.9%, from the corresponding period of the prior fiscal year. Revenue from our seismic products for the nine months ended June 30, ~~2017~~2018 increased ~~$5.0~~

$1.0 million, or ~~19.6%~~3.3%, from the corresponding period of the prior fiscal year. The components of these ~~changes~~increases include the following:

Our operating loss associated with our seismic products for the three months ended June 30, ~~2017 increased $1.7~~2018 decreased $7.9 million, or ~~16.7%~~65.6%, from the corresponding period of the prior year. The increase in operating loss for the three months ended June 30, 2017 was primarily due to (i) a decrease in wireless exploration rental revenue and (ii) an increase in inventory obsolescence expense. Our operating loss associated with ~~revenue from~~ our seismic products for the nine months ended June 30, ~~2017~~2018 decreased ~~$3.7~~$15.0 million, or ~~10.7%~~49.1%, from the corresponding period of the prior year. The decrease in operating loss for ~~the nine months ended June 30, 2017 was primarily due to (i)~~both periods resulted from increased ~~wireless exploration product sales and rental~~ revenue and ~~(ii) lower manufacturing~~both cash and ~~operating costs due to workforce reductions initiated in the second fiscal quarter of 2016. This decrease was~~non-cash cost reductions. These cost improvements were partially offset by ~~an increase~~increased bad debt expense in ~~inventory obsolescence expense.~~both periods.

Revenue from our non-seismic products for the three months ended June 30, ~~2017 decreased $1.2~~2018 increased $2.0 million, or ~~15.4%~~30.2%, from the corresponding period of the prior fiscal year. Revenue from our non-seismic products for the nine months ended June 30, ~~2017 decreased $0.7~~2018 increased $4.1 million, or ~~3.8%~~21.7%, from the corresponding period of the prior fiscal year. The components of these ~~decreases~~increases included the following:

Our operating income associated with revenue from our non-seismic products for the three months ended June 30, 2018 increased $0.4 million, or 42.2%, from the corresponding period of the prior fiscal year. Our operating income associated with sales of our non-seismic products for the three months ended June 30, 2017 decreased by $0.2 million, or 15.9%. The decrease in operating income for the three months ended June 30, 2017 was primarily due to decreased gross profit margins for our imaging products. Our operating income associated with the sales of our non-seismic products for the nine months ended June 30, ~~2017~~2018 increased ~~by $0.5~~$0.7 million, or ~~19.4%.~~23.6%, from the corresponding period of the prior fiscal year. The increase ~~in operating income~~ for ~~the nine months ended June 30, 2017~~both periods primarily resulted from ~~improved gross profit margins.~~increased industrial product revenue.

At June 30, ~~2017,~~2018, we had approximately ~~$17.1~~$12.6 million in cash and cash equivalents and ~~$36.5~~$27.0 million in short-term investments. For the nine months ended June 30, ~~2017,~~2018, we ~~generated $12.0~~used $12.1 million of cash in operating ~~activities primarily due to a $12.8 million income tax refund received in our second quarter. Other sources of cash included our~~activities. Our net loss of ~~$37.6~~$19.0 million ~~which~~ was offset by (i) net non-cash charges of ~~$29.8~~$20.0 million from deferred income taxes, depreciation, impairment, accretion, inventory obsolescence, stock-based compensation and bad ~~debts,~~debt expense and (ii) a $1.4 million increase in accounts payable associated with inventory purchases and the timing of payments to suppliers. Other uses of cash in our operations included (i) a $3.9 million increase in trade accounts receivable resulting from the timing of collections from customers, (ii) a $5.7 increase in inventories for the production of OBX products and recently introduced land-based wireless seismic products, (iii) a $1.2 million decrease in inventories caused by a drawdown of our excess levels of finished goods, (iii) an $8.9 million decrease in trade accounts and notes receivable resulting from collections and lower sales in the most recent quarter and (iv) a $1.2 million decreaseincrease in prepaid ~~income taxes related to the depreciation of intercompany profits by our foreign subsidiary. These sources of cash were partially offset by (i) a $2.0 million decrease in accrued~~ and other ~~expenses~~assets primarily due ~~to the payment of calendar year 2016 property taxes~~an increase in deferred rent receivable and ~~(ii)~~(iv) the removal of a ~~$2.7~~$5.0 million gross profit from the sale of used rental equipment since such gross profit is reflected in the proceeds from the sale of used rental equipment under investing activities.

For the nine months ended June 30, ~~2017,~~2018, we ~~used~~generated cash of ~~$5.5~~$9.8 million from investing activities. ~~These uses~~Sources of cash included (i) $9.0 million of net ~~disbursements of $9.1 million for~~proceeds from the ~~purchase~~sale of short-term investments and (ii) ~~an investment~~$4.3 million of ~~$0.6~~proceeds from the sale of rental equipment and (iii) $1.7 million in insurance proceeds and claims receivable related to a property insurance claim. These sources of cash were partially offset by (i) $2.5 million to expand our rental fleet, (ii) $1.0 million for additions to our property, plant and equipment and (iii) ~~$0.3 million~~$2.0 in payments for damages related to ~~expand~~the insurance claim. We expect fiscal year 2018 cash investments into our ~~equipment~~ rental ~~fleet. These uses of cash were partially offset by $4.4 million in~~

~~proceeds from the sale of used rental equipment.~~fleet to be approximately $4 million. We estimate total fiscal year ~~2017~~2018 cash investments in property, plant and equipment will be approximately ~~$1.0~~$2 million. ~~We expect fiscal year 2017 cash investments into our rental fleet to be minimal in the absence of any significant customer orders for OBX systems.~~ Our capital expenditures are expected to be funded from our cash on hand, internal cash flow or, if necessary, from borrowings under our credit agreement.

For the nine months ended June 30, ~~2017,~~2018, we generated cash proceeds of ~~$0.1 million~~$19,000 from financing activities from the exercise of stock options by our employees. We had no long-term debt outstanding throughout the fiscal year ended September 30, 2017 or for the nine months ended June 30, 2018.

~~With~~Crude oil prices have recently increased to their highest level in three years, although the decline in oil and natural gas prices which have occurred since July 2014, 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 substantial operating losses and the continued depletion of our cash balances. Due to the uncertainty concerning a recoverycurrent price level of crude oil remains significantly below the peak price levels seen in 2014. OPEC and other crude oil producing/exporting nations appear united in their efforts to maintain agreed-upon supply cuts aimed at reducing the glut of crude oil in storage around the world. If these efforts to obtain an economic equilibrium in worldwide crude oil supplies are successful, crude oil prices may stabilize or even drift higher in the months to ~~levels capable~~come. These factors and developing trends bode well for the oil and gas geophysical industry and we expect to participate in any resurgence in seismic equipment demand that may be forthcoming. While we are seeing some signs of ~~sustaining~~ increased seismic ~~exploration~~activity around the world, the need for new seismic equipment remains restrained due to capital limitations affecting many of our customers along with excess unutilized equipment. We expect revenue from our seismic products, and in particular our traditional and wireless products, to remain low until exploration-focused seismic activities increase which we believe will result from the ongoing depletion of existing reservoirs prompting the need to find new sources of oil and gas. We expect these ~~depressed seismic market~~challenging industry conditions towill continue ~~through~~for the remaining months of fiscal year ~~2017.~~2018 and into fiscal year 2019.

Our available cash, cash equivalents and short-term investments totaled ~~$53.5~~$39.5 million at June 30, ~~2017,~~2018, including ~~$7.8~~$8.1 million of cash and cash equivalents held by our foreign subsidiaries and branch offices. ~~We intend~~In light of the Tax Cuts and Jobs Act signed into law on December 22, 2017 which requires companies to pay a one-time transition tax on undistributed earnings of foreign subsidiaries, we are currently re-evaluating our prior intent to permanently reinvest ~~the~~these undistributed ~~earnings of our foreign subsidiaries.~~earnings. If we were to repatriate the cash held by our foreign subsidiaries, we would be required to accrue and pay taxes on any amounts repatriated.

Our credit agreement allows for borrowings of up to $30.0 million with such amounts available for borrowing determined by a borrowing base. In October 2017, we extended the maturity of the credit agreement from May 2018 to April 2019. At June 30, ~~2017 our borrowing base was $26.2 million. At June 30, 2017,~~2018, we had no outstanding borrowings under the credit agreement and, after consideration of ~~$0.4~~$0.3 million of outstanding letters of credit, our borrowing availability under the credit facility was ~~$25.8~~$21.9 million. At June 30, ~~2017,~~2018, we were in compliance with all covenants under the credit ~~agreement, and we expect to remain in compliance with all covenants through the credit agreement’s expiration in May 2018.~~agreement. We currently do not anticipate the need to borrow under the credit ~~agreement through its expiration in May 2018,~~agreement; however, we can make no assurance that we will not do so. Based on recent discussions with our bank and given the current depressed state of the seismic industry, we may not be able to renew our credit facility upon its expiration in May 2018 or, if renewed, any new credit agreement will likely result in reduced borrowing availability and stricter liquidity covenants.

In ~~March~~fiscal years 2016 and 2017, we received aincome tax refunds of $18.3 million and $12.8 million, ~~income tax refund~~respectively, from the U.S. Department of Treasury. ~~The refund was~~These refunds were a result of the significant tax losses we experienced in fiscal year 2016 which we elected to carryback to our fiscal year 2014 U.S. tax return to recoup taxes previously paid. In addition, we expect to receive an additional $0.3 million income tax refund from the U.S. Department of Treasury in our fourth fiscal quarter of 2017. In March 2016, we received an $18.3 million income tax refund as result of our pretax loss in fiscal yearand 2015, which we elected to carryback ~~to our fiscal year 2013 U.S. tax return.~~and recoup taxes previously paid. For U.S. income tax purposes, we are now in a loss carryforward position in regards to our tax losses for fiscal year 2017 and beyond. As a result, weour current tax losses will not ~~receive~~result in any additional U.S. federal income tax ~~refunds in future years as a result of our current tax losses.~~refunds. The tax refunds we received in fiscal years 2016 and 2017 have been significant contributors to our overall liquidity. In the absence of future profitable results of operations, we may need to rely on other sources of liquidity to fund our future operating results, including liquidating short-term investments, executed rental contracts, available borrowings under our credit agreement through its expiration in ~~May 2018,~~April 2019, leveraging or sale of real estate assets, sales of rental assets and other liquidity sources which may be available to us. However, currently we believe that our cash and short-term investment balances will be sufficient to finance our operating losses and planned capital expenditures ~~for~~through the next twelve months.

During the nine months ended June 30, ~~2017,~~2018, there has been no material change to our critical accounting policies discussed in Item 7 of our Annual Report on Form 10-K for the fiscal year ended September 30, ~~2016.~~2017 other than the adoption of Accounting Standards Update 2016-09, “Improvements to Employee Share-Based Payment Accounting” and 2016-16, “Accounting for Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory”.

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

Item 3. Quantitative and ~~Qualitati~~veQualitative Disclosures about Market Risk

We have market risk relative to our short-term investments, foreign currency rates and interest rates. 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.

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 June 30, ~~2017~~2018 reflected approximately USD ~~$6.4~~$5.1 million and USD $0.2 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 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 June 30, ~~2017,~~2018, the foreign exchange rate for $1.00 (one U.S. dollar) was equal to approximately ~~59.3~~62.75 Russian Rubles and ~~3,031~~2,939 Colombian ~~Pesos, respectively.~~Pesos. If the value of the U.S. dollar were to strengthen by ten percent against these foreign currencies, our working capital in the Russian Federation and in Colombia would decline by USD ~~$0.6~~$0.5 million and USD ~~$20,000,~~$18,000, respectively.

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, weWe sell products to our foreign subsidiaries on trade credit terms in both U.S. dollars and in the subsidiary’s local currency. At June 30, ~~2017,~~2018, we had outstanding Canadian-dollar denominated intercompany accounts receivable of CAN ~~$24.9 million. Approximately CAN $0.7~~$38.9 million, ~~of these intercompany receivables are considered by management~~which we consider to be of a short-term ~~nature whereby the~~nature. 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 the remaining CAN $24.2 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”. At June 30, ~~2017,~~2018, the foreign exchange rate for USD $1.00 was equal to approximately CAN ~~$1.30. In~~$1.31. On June ~~2017,~~29, 2018 we entered into a CAN ~~$0.7~~$30.0 million short-term hedge ~~agreement~~contract with a United States bank to hedge a portion of our ~~short-term~~ Canadian dollar foreign exchange rate ~~exposure. In July 2017, we entered into an additional CAN $4.3 million hedge agreement,~~exposure, resulting in an ~~over-hedged~~under-hedged position of approximately CAN ~~$4.3~~$8.9 million. ~~Both hedge agreements expire September~~At June 30, ~~2017. To the extent our over-hedged position remains,~~2018, if the U.S. dollar exchange rate were to ~~weaken~~strengthen by ten percent against the Canadian dollar, we would recognize a foreign exchange loss of USD ~~$0.3~~$0.7 million in our consolidated financial statements.

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 ~~4.25%~~5.0% at June 30, ~~2017.~~2018. As of June 30, ~~2017~~2018 and September 30, ~~2016,~~2017, there were no borrowings outstanding under our credit agreement.

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 ~~the Company’s~~our disclosure controls and procedures will detect or uncover all failures of persons within ~~the Company~~our company and ~~its~~ consolidated subsidiaries to report material information otherwise required to be set forth in ~~the Company’s~~our reports.

In connection with the preparation of this Quarterly Report on Form 10-Q, ~~the Company~~we carried out an evaluation under the supervision and with the participation of ~~the Company’s~~our management, including the CEO and CFO, as of June 30, ~~2017,~~2018, of the effectiveness of ~~the Company’s~~our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of June 30, ~~2017.~~2018.

~~There were no changes~~We previously reported a material weakness in our internal control over financial ~~reporting~~reporting. As of September 30, 2017, we did not maintain effective controls concerning our classification of current assets with respect to inventories. We determined that ~~occurred~~a portion of our inventories should have been classified as noncurrent assets, as all inventories were not reasonably expected to be realized in cash, sold or consumed during our next operating cycle.

This error was subsequently identified and corrected, and resulted in a restatement to the ~~fiscal quarter ended~~consolidated balance sheets as of September 30, 2016 and 2015 and as of December 31, 2016, March 31, 2017 and June 30, 2017, which was included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017. The error had no impact upon previously reported total assets, total liabilities, revenue, net loss, net loss per share, or cash flows.

To remediate the material weakness described above, we have designed and implemented a quarterly control to determine the value of inventories expected to be realized in cash, sold or consumed during the next operating cycle. This control, which encompasses a review by senior management, utilizes a combination of forecasts and historical trends to determine our future expected inventory utilization.

We believe that ~~have materially affected, or are reasonably likely to materially affect,~~this measure remediates the material weakness identified and strengthens our internal ~~control~~controls over financial reporting.

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

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

Texas		76-0447780
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

Large accelerated filer	☐		Accelerated filer	☒

Non-accelerated filer	☐	~~(Do not check if a smaller reporting company)~~	Smaller reporting company	☐

			Emerging growth company	☐

		Page Number
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements		3

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		1715

Item 3. Quantitative and Qualitative Disclosures about Market Risk		2422

Item 4. Controls and Procedures		2422

PART II. OTHER INFORMATION

Item 6. Exhibits		2624

Balance at October 1, 2016	$	392
Accruals for warranties issued during the period		592
Settlements made (in cash or in kind) during the period		(453	)
Balance at June 30, 2017	$	531

	June 30, 2018			September 30, 2017
Promissory notes	$	6,661		$	4,306
Sales-type lease		6,127			8,581
Total financing receivables		12,788			12,887
Unearned income from promissory notes		(95	)		(90	)
Unearned income from sales-type lease		(300	)		(527	)
Total unearned income		(395	)		(617	)
Total financing receivables, net of unearned income		12,393			12,270
Less allowance for doubtful promissory notes		(1,849	)		(1,020	)
Less current portion of financing receivables		(5,031	)		(3,055	)
Non-current financing receivables	$	5,513		$	8,195

	As of June 30, 2017
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable (Level 2)		Significant Unobservable (Level 3)		Totals
Short-term investments
Corporate bonds	$	23,711	$	—	$	—	$	23,711
Government bonds		12,750		—		—		12,750
Total	$	36,461	$	—	$	—	$	36,461

	As of September 30, 2016
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable (Level 2)		Significant Unobservable (Level 3)		Totals
Short-term investments
Corporate bonds	$	17,323	$	—	$	—	$	17,323
Government bonds		10,168		—		—	$	10,168
Foreign currency forward contract		—		5		—		5
Total	$	27,491	$	5	$	—	$	27,496

	June 30, 2017			September 30, 2016
Notes receivable	$	4,222		$	3,850
Allowance for doubtful notes		(1,020	)		(500	)
		3,202			3,350
Less current portion		2,614			1,533
Non-current notes receivable	$	588		$	1,817

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		Amended and Restated 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)~~September 22, 2017).

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.


		GEOSPACE TECHNOLOGIES CORPORATION


Date:	August ~~4, 2017~~3, 2018		By:	/s/ Walter R. Wheeler
				Walter R. Wheeler, President
				and Chief Executive Officer
				(duly authorized officer)


Date:	August ~~4, 2017~~3, 2018	By:	/s/ Thomas T. McEntire
			Thomas T. McEntire, Vice President,
			~~and~~ Chief Financial Officer and Secretary
			(principal financial officer)