GEOSPACE TECHNOLOGIES CORP - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - GEOSPACE TECHNOLOGIES CORP	Financial_Report.xls
EX-32.2 - SECTION 906 CFO CERTIFICATION - GEOSPACE TECHNOLOGIES CORP	d329948dex322.htm
EX-32.1 - SECTION 906 CEO CERTIFICATION - GEOSPACE TECHNOLOGIES CORP	d329948dex321.htm
EX-31.1 - SECTION 302 CEO CERTIFICATION - GEOSPACE TECHNOLOGIES CORP	d329948dex311.htm
EX-31.2 - SECTION 302 CFO CERTIFICATION - GEOSPACE TECHNOLOGIES CORP	d329948dex312.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

for the Quarterly Period Ended March 31, 2012

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

for the transition period from to

Commission file number 001-13601

OYO GEOSPACE CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

76-0447780

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

7007 Pinemont Drive

Houston, Texas 77040-6601

(Address of Principal Executive Offices) (Zip Code)

(713) 986-4444

(Registrant’s telephone number, including area code)

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

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). Yes x No ¨

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

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

There were 6,372,830 shares of the Registrant’s Common Stock outstanding as of the close of business on April 30, 2012.

Table of Contents


	Page Number
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements		3

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		15

Item 3. Quantitative and Qualitative Disclosures about Market Risk		24

Item 4. Controls and Procedures		25

PART II. OTHER INFORMATION

Item 1A. Risk Factors		26

Item 6. Exhibits		26

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

OYO GEOSPACE CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands)


	March 31, 2012		September 30, 2011
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	44,150	$	31,388
Short-term investments		4,968		4,926
Trade accounts receivable, net		34,264		19,761
Current portion of notes receivable, net		1,594		2,100
Inventories, net		69,210		72,390
Deferred income tax assets		6,572		6,356
Other current assets		2,437		5,660

Total current assets		163,195		142,581

Rental equipment, net		26,466		11,945
Property, plant and equipment, net		34,508		34,692
Patents, net		199		319
Goodwill		1,843		1,843
Non-current deferred income tax assets		284		505
Non-current notes receivable, net		2,698		3,706
Prepaid income taxes		3,709		979
Other assets		211		231

Total assets	$	233,113	$	196,801

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable trade	$	11,816	$	5,042
Accrued expenses and other current liabilities		11,581		11,384
Deferred revenue		5,447		774
Deferred income tax liabilities		—		82
Income tax payable		3,093		399

Total current liabilities		31,937		17,681

Non-current deferred income tax liability		2,423		2,107

Total liabilities		34,360		19,788

Commitments and contingencies

Stockholders’ equity:
Preferred stock		—		—
Common stock		64		64
Additional paid-in capital		58,852		57,446
Retained earnings		139,449		119,333
Accumulated other comprehensive income		388		170

Total stockholders’ equity		198,753		177,013

Total liabilities and stockholders’ equity	$	233,113	$	196,801

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

OYO GEOSPACE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(unaudited)


	Three Months Ended						Six Months Ended
	March 31, 2012			March 31, 2011			March 31, 2012			March 31, 2011
Sales	$	56,233		$	50,696		$	99,514		$	93,797
Cost of sales		31,173			29,012			53,796			53,020

Gross profit		25,060			21,684			45,718			40,777

Operating expenses:
Selling, general and administrative		4,911			5,308			9,646			9,750
Research and development		3,509			3,225			6,398			6,165
Bad debt expense		168			103			604			33

Total operating expenses		8,588			8,636			16,648			15,948

Gain on disposal of equipment		—			—			—			16

Income from operations		16,472			13,048			29,070			24,845

Other income (expense):
Interest expense		(43	)		—			(43	)		(43	)
Interest income		176			67			443			129
Foreign exchange gains (losses)		171			(94	)		293			46
Other, net		47			(17	)		(8	)		(37	)

Total other income (expense), net		351			(44	)		685			95

Income before income taxes		16,823			13,004			29,755			24,940
Income tax expense		5,392			4,302			9,639			8,025

Net income	$	11,431		$	8,702		$	20,116		$	16,915

Basic earnings per share	$	1.80		$	1.41		$	3.16		$	2.75

Diluted earnings per share	$	1.78		$	1.38		$	3.13		$	2.70

Weighted average shares outstanding—Basic		6,363,146			6,166,290			6,357,678			6,142,197

Weighted average shares outstanding—Diluted		6,430,390			6,297,254			6,419,780			6,265,181

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

OYO GEOSPACE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)


	Three Months Ended				Six Months Ended
	March 31, 2012		March 31, 2011		March 31, 2012		March 31, 2011
Net income	$	11,431	$	8,702	$	20,116	$	16,915
Other comprehensive income:
Change in unrealized gain on available-for-sale securities		10		—		15		—
Foreign currency translations adjustments		712		720		203		684

Comprehensive income	$	12,153	$	9,422	$	20,334	$	17,599

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

OYO GEOSPACE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Six Months Ended			Six Months Ended
	March 31, 2012			March 31, 2011
Cash flows from operating activities:
Net income	$	20,116		$	16,915
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income tax expense (benefit)		5			(1,288	)
Depreciation		4,810			3,532
Amortization		120			158
Accretion of discounts on securities available-for-sale		73			—
Stock-based compensation expense		376			374
Bad debt expense		604			33
Inventory obsolescence reserve		1,125			2,373
Gross profit from the sale of used rental equipment		(7,301	)		(713	)
Gain on disposal of property, plant and equipment		—			(16	)
Realized loss on short-term investments		1			—
Effects of changes in operating assets and liabilities:
Trade accounts and notes receivable		(13,435	)		(15,214	)
Inventories		2,068			(14,028	)
Other current assets		3,227			734
Accounts payable		6,772			10,578
Accrued expenses and other		34			(1,156	)
Deferred revenue		4,674			128
Income taxes payable		2,680			1,651
Prepaid income taxes		(2,730	)		1,370

Net cash provided by operating activities		23,219			5,431

Cash flows from investing activities:
Purchase of property and equipment		(1,672	)		(2,907	)
Proceeds from sale of property and equipment		—			1
Investment in rental equipment		(22,191	)		(8,568	)
Proceeds from sale of used rental equipment		12,451			867
Purchase of short-term investments		(1,025	)		—
Proceeds from sale of short-term investments		950			—

Net cash used in investing activities		(11,487	)		(10,607	)

Cash flows from financing activities:
Principal payments on mortgage loans		—			(7,700	)
Excess tax benefit from share-based compensation		425			1,688
Proceeds from exercise of stock options and other		605			1,433

Net cash provided by (used in) financing activities		1,030			(4,579	)

Effect of exchange rate changes on cash		—			330

Increase (decrease) in cash and cash equivalents		12,762			(9,425	)
Cash and cash equivalents, beginning of period		31,388			33,453

Cash and cash equivalents, end of period	$	44,150		$	24,028

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

OYO GEOSPACE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

1. Significant Accounting Policies

Basis of Presentation

The consolidated balance sheet of OYO Geospace Corporation and its subsidiaries (the “Company”) at September 30, 2011 was derived from the Company’s audited consolidated financial statements at that date. The consolidated balance sheet at March 31, 2012 and the consolidated statements of operations and statements of comprehensive income for the three and six months ended March 31, 2012 and 2011, and the consolidated statements of cash flows for the six months ended March 31, 2012 and 2011 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 six months ended March 31, 2012 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. 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 year ended September 30, 2011.

Reclassifications

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

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company considers many factors in selecting appropriate operational and financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. The Company continually evaluates its estimates, including those related to bad debt reserves, inventory obsolescence reserves, self-insurance reserves, product warranty reserves, long-lived assets, intangible assets and deferred income tax assets. The Company bases its estimates on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different conditions or assumptions.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original or remaining maturity at the time of purchase of three months or less to be cash equivalents.

Short-term Investments

The Company classifies its investments consisting of corporate bonds, government bonds and other such similar investments as available-for-sale securities. Available-for-sale securities are carried at fair market value with net unrealized holding gains and losses reported each period as a component of comprehensive income in stockholders’ equity. The Company’s short-term investments have contractual maturities ranging from May 2012 to December 2013. See note 2 for additional information.

OYO GEOSPACE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Inventories

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

Revenue Recognition

The Company primarily derives revenue from the sale, and short-term rental under operating leases, of seismic instruments and equipment and thermal solutions products. The Company generally recognizes sales revenues when its products are shipped and title and risk of loss have passed to the customer. The Company recognizes rental revenues 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. Except for certain of the Company’s reservoir characterization products, its products are generally sold without any customer acceptance provisions and its standard terms of sale do not allow customers to return products for credit. In instances where the customer requires a significant performance test for the Company’s new and unproven products, the Company does not recognize the revenue attributable to the product as to which the performance test applies until the performance test is satisfied. Collection of revenue from the sale of large-scale reservoir characterization products may occur at various stages of production or after delivery of the product, and the collected funds are not refundable to the customer. Most of the Company’s products do not require installation assistance or sophisticated instruction.

The Company recognizes revenue when all of the following criteria are met:

•

Persuasive evidence of an arrangement exists. The Company operates under a purchase order/contract system for goods sold to customers, and under rental/lease agreements for equipment rentals. These documents evidence that an arrangement exists.

•

Delivery has occurred or services have been rendered. For product sales, the Company does not recognize revenues until delivery has occurred or performance measures are met. For rental revenue, the Company recognizes revenue when earned.

•

The seller’s price to the buyer is fixed or determinable. Sales prices are defined in writing in a customer’s purchase order, purchase contract or equipment rental agreement.

•

Collectibility is reasonably assured. The Company evaluates customer credit to ensure that collectibility of revenue is reasonably assured.

Occasionally seismic customers are not able to take immediate delivery of products which were specifically manufactured to the customer’s specifications. These occasions generally occur when customers face logistical issues such as project delays or delays with their seismic crew deployment. In these instances, customers have asked the Company to hold the equipment for a short period of time until they can take physical delivery of the product (referred to as “bill and hold” arrangements). The Company considers the following criteria for recognizing revenue when delivery has not occurred:

•

Whether the risks of ownership have passed to the customer,

•

Whether we have obtained a fixed commitment to purchase the goods in writing from the customer,

•

Whether the customer requested that the transaction be on a bill and hold basis and the Company received that request in writing,

•

Whether the customer has a substantial business purpose for ordering the goods on a bill and hold basis,

OYO GEOSPACE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

•

Whether there is a fixed schedule for delivery of the product,

•

Whether the Company has any specific performance obligations such that the earning process is not complete,

•

Whether the equipment is segregated from its other inventory and not subject to being used to fill other orders, and

•

Whether the equipment is complete and ready for shipment.

The Company does not modify its normal billing and credit terms for these types of sales. As of March 31, 2012 and 2011, there were no sales under bill and hold arrangements.

Research and Development Costs

The Company expenses research and development costs as incurred. Research and development costs include salaries, employee benefit costs, department supplies, direct project costs and other related costs.

Product Warranties

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


Balance at the beginning of the period (October 1, 2011)	$	2,123
Accruals for warranties issued during the period		905
Settlements made (in cash or in kind) during the period		(928	)

Balance at the end of the period (March 31, 2012)	$	2,100

Subsequent Events

The Company evaluates events and transactions that occur after the balance sheet date but before the financial statements are issued. The Company evaluated such events and transactions through the date the financial statements were filed electronically with the Securities and Exchange Commission.

OYO GEOSPACE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

2. Short-term Investments


	As of March 31, 2012 (in thousands)
	Amortized Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value
Short-term investments:
Corporate	$	4,038	$	5	$	—	$	4,043
Government		924		1		—		925

Total	$	4,962	$	6	$	—	$	4,968

Accumulated other comprehensive income reflected on the balance sheet at March 31, 2012 includes unrealized gains (net of tax) of $15,000.

3. Fair Value of Financial Instruments

At March 31, 2012, the Company’s financial instruments included cash and cash equivalents, short-term investments, trade and notes receivables, other current assets, accounts payable and other current liabilities. Due to the short-term maturities of cash and cash equivalents, trade and other receivables, other current assets, accounts payable and other current liabilities, the carrying amounts approximate fair value on the respective balance sheet dates.

The Company measures short-term investments at fair value on a recurring basis. The fair value measurement of the Company’s short-term investments was determined using the following inputs:


	As of March 31, 2012 (in thousands)
	Total			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable (Level 2)			Significant Unobservable (Level 3)
Short-term investments:
Corporate bonds	$	4,039		$	4,039	$	—		$	—
Government bonds		929			929		—			—
Foreign currency forward contract		(148	)		—		(148	)		—

Total	$	4,820		$	4,968	$	(148	)	$	—

Investments in corporate and government bonds classified as available-for-sale are measured using the quoted market prices (Level 1) as of March 31, 2012.

OYO GEOSPACE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

4. Derivative Financial Instruments

At March 31, 2012, the Company’s Canadian subsidiary had $20.7 million of U.S. dollar denominated intercompany accounts payable owed to the Company’s U.S. subsidiaries. In order to mitigate its exposure to movements in foreign currency rates between the U.S. dollar and Canadian dollar, the Company entered into a $14.0 million foreign currency forward contract to hedge a portion of the Canadian subsidiary’s U.S. dollar denominated debt. This contract reduces the impact on cash flows from movements in the Canadian dollar/U.S. dollar currency exchange rate. The Company entered into this contract during its second fiscal quarter ended March 31, 2012. At March 31, 2012, the Company had accrued unrealized foreign exchange losses of $0.1 million under this contract.

The following table summarizes the gross fair value of all derivative instruments, which are not designated as hedging instruments and their location in the Consolidated Balance Sheets:


(In thousands)
Liability Derivatives
Derivative Instrument	Location	March 31, 2012		September 30, 2011
Foreign Currency Exchange Contracts	Accrued Expenses		148		—

		$	148	$	—

The following table summarizes the impact of the Company’s derivatives on the condensed consolidated financial statements of operations for the three and six month periods ended March 31, 2012 and 2011:


		Amount of (Loss) Gain Recognized in Income (In thousands)
Derivative	Location of (Loss) Gain on Derivative	Three Months Ended March 31,					Six Months Ended March 31,
Instrument	Instrument	2012			2011		2012			2011
Foreign Currency Exchange Contracts	Other Income (Expense)	$	(148	)	$	—	$	(148	)	$	—

OYO GEOSPACE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

5. Earnings Per Common Share

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


	Three Months Ended				Six Months Ended
	March 31, 2012		March 31, 2011		March 31, 2012		March 31, 2011
Net earnings available to common stockholders	$	11,431	$	8,702	$	20,116	$	16,915

Weighted average number of common share equivalents:
Common shares used in basic earnings per share		6,363,146		6,166,290		6,357,678		6,142,197
Common share equivalents outstanding related to stock options		67,244		130,964		62,102		122,984

Total weighted average common shares and common share equivalents used in diluted earnings per share		6,430,390		6,297,254		6,419,780		6,265,181

Basic earnings per common share	$	1.80	$	1.41	$	3.16	$	2.75

Diluted earnings per common share	$	1.78	$	1.38	$	3.13	$	2.70

There were no stock options excluded from the computation of weighted average shares outstanding due to antidilution.

6. Trade Accounts and Notes Receivable

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


	March 31, 2012			September 30, 2011
Trade accounts receivable	$	35,236		$	20,172
Allowance for doubtful accounts		(972	)		(411	)

	$	34,264		$	19,761

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

OYO GEOSPACE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Current notes receivable are reflected in the following table (in thousands):


	March 31, 2012		September 30, 2011
Current notes receivable	$	1,594	$	2,100
Allowance for doubtful notes		—		—

	$	1,594	$	2,100

Non-current notes receivable are reflected in the following table (in thousands):


	March 31, 2012		September 30, 2011
Non-current notes receivable	$	2,698	$	3,706
Allowance for doubtful notes		—		—

	$	2,698	$	3,706

7. Inventories

Inventories consist of the following (in thousands):


	March 31, 2012			September 30, 2011
Finished goods	$	21,297		$	20,430
Work-in-process		13,983			14,255
Raw materials		44,537			47,257
Obsolescence reserve		(10,607	)		(9,552	)

	$	69,210		$	72,390

The Company’s reserve for slow moving and obsolete inventories is analyzed and adjusted periodically to reflect the Company’s best estimate of the net realizable value of such inventories.

During the six months ended March 31, 2012 and 2011, the Company made non-cash transfers of $13,000 and $0.1 million, respectively, of inventories to its rental equipment fleet.

8. Segment Information

The Company evaluates financial performance based on two business segments: Seismic and Thermal Solutions. The Seismic product lines currently consist of data acquisition systems, geophones and hydrophones, including multi-component geophones and hydrophones, seismic leader wire, geophone string connectors, seismic telemetry cable, high definition reservoir characterization products and services, marine seismic cable retrieval devices, offshore cables and industrial products. Thermal Solutions products include thermal printers, thermal printheads and dry thermal film and other media. The Company sells these products to a variety of markets, including the screen print, point of sale, signage and textile market sectors. The Company also sells Thermal Solutions products to its seismic customers.

OYO GEOSPACE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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


	Three Months Ended						Six Months Ended
	March 31, 2012			March 31, 2011			March 31, 2012			March 31, 2011
Net sales:
Seismic	$	52,669		$	47,152		$	92,868		$	86,627
Thermal solutions		3,364			3,353			6,245			6,776
Corporate		200			191			401			394

Total	$	56,233		$	50,696		$	99,514		$	93,797

Income (loss) from operations:
Seismic	$	18,718		$	15,830		$	33,549		$	29,725
Thermal solutions		324			(65	)		447			91
Corporate		(2,570	)		(2,717	)		(4,926	)		(4,971	)

Total	$	16,472		$	13,048		$	29,070		$	24,845

9. Credit Agreement

On March 2, 2011, the Company entered into a new credit agreement (as amended, the “Credit Agreement”) with a bank. Under the Credit Agreement, the Company can borrow up to $25.0 million principally secured by its accounts receivable, inventories and equipment. In addition, certain domestic subsidiaries of the Company have guaranteed the obligations of the Company under the Credit Agreement and such subsidiaries have secured the obligations by the pledge of certain of the assets of such subsidiaries. The Credit Agreement expires on March 2, 2014. The Credit Agreement limits the incurrence of additional indebtedness, requires the maintenance of certain financial ratios, restricts the Company and its subsidiaries’ ability to pay dividends and contains other covenants customary in agreements of this type. The interest rate for borrowings under the Credit Agreement is a LIBOR based rate with a margin spread of 250-350 basis points depending upon the maintenance of certain ratios. At March 31, 2012, the Company was in compliance with all covenants. At March 31, 2012, there were no borrowings outstanding under the Credit Agreement, standby letters of credit outstanding in the amount of $2.0 million and additional borrowings available of $23.0 million. On April 24, 2012 the Company amended the Credit Agreement, effective as of March 31, 2012, to remove investments in rental equipment from the calculation of capital expenditures as applied in determining the satisfaction of our cash flow coverage ratio covenant under the Credit Agreement.

10. Income Taxes

The United States statutory tax rate for the three and six months ended March 31, 2012 and 2011 was 35%. The Company’s effective tax rates for the three months ended March 31, 2012 and 2011 were 32.1% and 33.1%, respectively. The Company’s effective tax rates for the six months ended March 31, 2012 and 2011 were 32.4% and 32.2%, respectively. Compared to the United States statutory rate, the Company’s lower effective tax rates for each of the periods ended March 31, 2012 and 2011 primarily resulted from a manufacturers’/producers’ deduction available to U.S. manufacturers. The United States Congress has not extended the research and experimentation tax credit to periods beyond calendar year 2011. As a result, the Company cannot recognize such tax credits beyond the first fiscal quarter ended December 31, 2011.

From time to time the Company is the subject of audits by various tax authorities that can result in claims and assessments and additional tax payments, penalties and interest. The United States Internal Revenue Service (“IRS”) is in the process of conducting an audit of the Company’s United States Federal income tax returns for fiscal years 2009, 2008 and 2007. Management believes that the outcome of such audit will not have a material effect on the Company’s financial position, results of operations or cash flows.

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.

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. 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. 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, 2011, as well as other cautionary language in such Annual Report on Form 10-K and this Quarterly Report on Form 10-Q, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. 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.

Business Overview

OYO Geospace Corporation is a Delaware corporation incorporated on September 27, 1994. Unless otherwise specified, the discussion in this Quarterly Report on Form 10-Q refers to OYO Geospace 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 reservoirs. 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. There was substantial volatility in oil and natural gas prices during fiscal years 2008 and 2009, and while crude oil prices strengthened during most of fiscal years 2010 and 2011, natural gas prices in North America have declined significantly in recent months. 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, 2011.

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 thermal imaging equipment and thermal media products targeted at the screen print, point of sale, signage and textile market sectors. We have been manufacturing thermal imaging products since 1995. We report and evaluate financial information for each of these two segments: Seismic and Thermal Solutions.

Seismic Products

The seismic segment of our business accounts for the majority of our sales. 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.

Traditional Seismic Exploration Products

A seismic energy source and a seismic 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, seismic 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 to data recording units, which store information for processing

and analysis. In the marine environment, large ocean-going vessels tow long seismic cables known as “streamers” containing hydrophones which are used to detect pressure changes. Hydrophones transmit electrical impulses back to the vessel’s data recording unit where the seismic data is stored for subsequent processing and analysis. Our marine seismic products help steer streamers while being towed and help recover streamers if they become disconnected from the vessel.

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

Our wholly-owned subsidiary in the Russian Federation manufactures international standard geophones, sensors, seismic leader wire, seismic telemetry cables and related seismic products for customers in the Russian Federation and other international seismic marketplaces. Operating in foreign locations involves certain risks as discussed under the heading “Risk Factors – Our Foreign Subsidiaries and Foreign Marketing Efforts Face Additional Risks and Difficulties” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2011.

Wireless Seismic Exploration Products

During fiscal year 2008, we announced the development of a land-based wireless (or nodal) seismic data acquisition system. Each wireless 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 wireless station operates as an independent data collection system. As a result, our wireless 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 wireless system is designed into configurations ranging from one to four channels per station. Since its introduction and through March 31, 2012, we sold approximately 114,000 wireless channels and had approximately 55,000 wireless channels available for rent. We may increase our rental fleet further pending additional demand by our customers.

In October 2009, we introduced a marine-based wireless seismic data acquisition system. Similar to our land wireless system, the marine wireless system can be deployed in virtually unlimited channel configurations and does not require interconnecting cables between each station. Our deepwater versions of this marine wireless system can be deployed in depths of up to 3,000 meters.

Seismic Reservoir Products

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

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 characterization applications, including an application pioneered by us allowing operators and service companies to monitor and measure the results of fracturing operations.

Industrial Products

Our products continue to develop and expand beyond oil and gas exploration applications through the utilization of our existing engineering experience and manufacturing capabilities. In addition, many of our seismic products, with little or no modification, have direct application to industries beyond oil and gas exploration. For example, our customers utilize our borehole tools to monitor subsurface carbon dioxide injections and for mine safety applications. Customers also utilize our wireless acquisition systems and geophone sensors to record seismic data for geotechnical applications unrelated to oil and gas exploration.

We design and manufacture industrial sensors for the vibration monitoring, security and earthquake detection markets. We also design and manufacture other specialty cable and connector products, such as those used in connection with global positioning products and water meter applications.

In addition, we design and manufacture power and communication transmission cable products for offshore applications and market these products to the offshore oil and gas and offshore construction industries. These products include a variety of specialized cables, primarily used in deepwater applications, such as remotely operated vehicle (“ROV”) tethers, umbilicals and electrical control cables. These products also include specially designed and manufactured cables, including armored cables, engineered to withstand harsh offshore operating environments.

Thermal Solutions Products

Our thermal solutions product technologies were originally developed for seismic data processing applications. In 1995, we modified this technology for application in other markets. Our thermal printers include both thermal imagesetters for graphics applications and thermal plotters for seismic applications. In addition, our thermal solutions products include direct-to-screen systems, thermal printheads, dry thermal film, thermal transfer ribbons and other thermal media. Our thermal imaging solutions produce images ranging in size from 12 to 54 inches wide and in resolution from 400 to 1,200 dots per inch. We market our thermal imaging solutions to a variety of industries, including the screen printing, point-of-sale, signage, flexographic and textile markets. We also continue to sell these products to our seismic customers.

The quality of thermal imaging is determined primarily by the interrelationship between a thermal printhead and the thermal media, be it film, ribbon, or any other media. We manufacture thermal printheads and thermal film, which we believe will enable us to more effectively match the characteristics of our thermal printers to thermal film, thereby improving print quality, and make us more competitive in markets for these products.

We also distribute private label high-quality dry thermal media for use in our thermal printers and direct-to-screen systems. In addition, we are continuously engaged in efforts to develop new lines of dry thermal film and ribbon in order to improve the image quality of our media for use with our printheads. In order to achieve more than marginal growth in our thermal solutions product business in future periods, we believe that it is important to continue our concentration of efforts on both our printhead and media improvements.

Consolidated Results of Operations

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


	Three Months Ended						Six Months Ended
	March 31, 2012			March 31, 2011			March 31, 2012			March 31, 2011
Seismic
Traditional exploration product revenues	$	22,231		$	21,735		$	36,233		$	38,111
Wireless exploration product revenues		21,470			16,167			39,345			33,825
Reservoir product revenues		5,015			6,892			10,430			10,347
Industrial product sales		3,953			2,358			6,860			4,344

Total seismic sales		52,669			47,152			92,868			86,627
Operating income		18,718			15,830			33,549			29,725

Thermal Solutions
Net sales		3,364			3,353			6,245			6,776
Operating income (loss)		324			(65	)		447			91

Corporate
Net sales		200			191			401			394
Operating loss		(2,570	)		(2,717	)		(4,926	)		(4,971	)

Consolidated Totals
Net sales		56,233			50,696			99,514			93,797
Operating income		16,472			13,048			29,070			24,845

Overview

Three months and six ended March 31, 2012 compared to three and six months ended March 31, 2011

Consolidated sales for the three months ended March 31, 2012 increased by $5.5 million, or 10.9%, from the corresponding period of the prior fiscal year. Consolidated sales for the six months ended March 31, 2012 increased by $5.7 million, or 6.1%, from the corresponding period of the prior fiscal year. This increase reflects stronger levels of sales and rentals for our seismic products.

Consolidated gross profit for the three months ended March 31, 2012 increased by $3.4 million, or 15.6%, from the corresponding period of the prior fiscal year. Consolidated gross profit for the six months ended March 31, 2012 increased by $4.9 million, or 12.1%, from the corresponding period of the prior fiscal year. This increase in gross profit resulted from increased consolidated sales and improved factory productivity due to increased production output, including the production of new rental equipment.

Consolidated operating expenses for the three months ended March 31, 2012 decreased by $48,000, or 0.6%, from the corresponding period of the prior fiscal year. Consolidated operating expenses for the six months ended March 31, 2012 increased by $0.7 million, or 4.4%, from the corresponding period of the prior fiscal year. The increase in operating expenses for the six months ended March 31, 2012 resulted from a $0.6 million increase in bad debt expenses due to the aging of certain customer accounts receivable, and from a $0.7 million increase in incentive compensation expenses resulting from our increased pretax earnings. Such expense increases were partially offset by various reductions in other areas.

Other income (expense) for the three months ended March 31, 2012 increased by $0.4 million from the corresponding period of the prior fiscal year. Other income (expense) for the six months ended March 31, 2012 increased by $0.6 million from the corresponding period of the prior fiscal year. The increase in other income for both periods primarily resulted from higher levels of interest income and foreign exchange gains. The gains related to foreign exchange were partially offset by an unrealized loss on a foreign currency forward contract.

The United States statutory tax rate for the three months ended March 31, 2012 and 2010 was 35%. The effective tax rates for the three months ended March 31, 2012 and 2011 were 32.1% and 33.1%, respectively. The effective tax rates for the six months ended March 31, 2012 and 2011 were 32.4% and 32.2%, respectively. Compared to the United States statutory rate, the lower effective tax rates for each of the periods ended March 31, 2012 and 2011 primarily resulted from a manufacturers’/producers’ deduction available to U.S. manufacturers. The United States Congress has not extended the research and experimentation tax credit to periods beyond calendar year 2011. As a result, we cannot recognize such tax credits beyond the first fiscal quarter ended December 31, 2011.

Seismic Products

Net Sales

Sales of our seismic products for the three months ended March 31, 2012 increased by $5.5 million, or 11.7%, from the corresponding period of the prior fiscal year. Sales of our seismic products for the six months ended March 31, 2012 increased by $6.2 million, or 7.2%, from the corresponding period of the prior fiscal year. The components of this increase include the following:

•

Traditional Product Sales and Rentals – For the three months ended March 31, 2012, revenues from our traditional products increased $0.5 million, or 2.3%, from the corresponding period of the prior fiscal year. This increase primarily resulted from increased sales and rentals of geophones, including increased sales and rentals from our Russian and Canadian subsidiaries, respectively. For the six months ended March 31, 2012, revenues from our traditional products decreased $1.9 million, or 4.9%, from the corresponding period of the prior fiscal year. This decline in revenues resulted from reduced shipments of geophones and marine products, and was partially offset by increased rental revenues.

•

Wireless Product Sales and Rentals – For the three months ended March 31, 2012, revenues from our wireless products increased by $5.3 million, or 32.8%, from the corresponding period of the prior fiscal year. For the six months ended March 31, 2012, revenues from our wireless products increased by $5.5 million, or 16.3%, from the corresponding period of the prior fiscal year. The increase in revenues for both periods is due to increasing customer demand for sales and rentals of our wireless data acquisition system.

•

Reservoir Product Sales, Rentals and Services – For the three months ended March 31, 2012, revenues from our reservoir products decreased $1.9 million, or 27.2%, from the corresponding period of the prior year. For the six months ended March 31, 2012, revenues from our reservoir products increased $0.1 million, or 0.8%, from the corresponding period of the prior year. Revenues from these products, which primarily include our seismic borehole tools, have historically been erratic quarter-to-quarter and are expected to continue this trend in the future. Recent reductions in North American natural gas prices and the resulting reduction in natural gas exploration and hydraulic fracturing activities could negatively impact future sales and rentals of our seismic borehole tools in the North American market.

•

Industrial Product Sales – For the three months ended March 31, 2012, sales of our industrial, or non-seismic, products increased $1.6 million, or 67.6%, from the corresponding period of the prior fiscal year. For the six months ended March 31, 2012, sales of these products increased $2.5 million, or 57.9%, from the corresponding period of the prior fiscal year. This increase was primarily driven by increased shipments of industrial sensor, specialty cable and offshore cable products.

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

Operating Income

Our operating income associated with sales of our seismic products for the three months ended March 31, 2012 increased by $2.9 million, or 18.2%, from the corresponding period of the prior fiscal year. Our operating income associated with sales of our seismic products for the six months ended March 31, 2012 increased by $3.8 million, or 12.9%, from the corresponding period of the prior fiscal year. The higher level of operating income resulted from increased product sales and rentals and improved factory productivity due to increased production output, including the production of new wireless rental equipment.

Thermal Solutions Products

Net Sales

Sales of our thermal solutions products for the three months ended March 31, 2012 increased by $11,000, or 0.3%, from the corresponding period of the prior fiscal year. Sales of our thermal solutions products for the six months ended March 31, 2012 decreased by $0.5 million, or 7.9%, from the corresponding period of the prior fiscal year. This decrease was primarily due to decreased sales of thermal imaging equipment. We consider this decrease in sales to be normal due to recurring fluctuations in product sales volume and not associated with any long-term trend.

Operating Income

Our operating income associated with sales of our thermal solutions products for the three months ended March 31, 2012 increased $0.4 million, or 598.5%, from the corresponding period of the prior fiscal year. Our operating income associated with sales of our thermal solutions products for the six months ended March 31, 2012 increased $0.4 million, or 391.2%, from the corresponding period of the prior fiscal year. The increase in operating income for both periods resulted from improved gross profits due to lower product costs and lower levels of inventory obsolescence expense.

Incentive Compensation Program

We adopted an incentive compensation program for fiscal year 2012 whereby most employees will be eligible to begin earning incentive compensation if the Company reaches a five percent pretax return on stockholders’ equity, determined as of September 30, 2011. To be eligible to participate in this incentive compensation program, employees must participate in our Core Values Program. Based on our experience in prior years, we expect one hundred percent of our eligible employees to participate in the Core Values Program. The incentive compensation program does not apply to the employees of our Russian subsidiary as such employees participate in a locally administered bonus program. Certain non-executive employees are required to achieve specific goals to earn a significant portion of their total incentive compensation award. Any bonus awards earned under this program in fiscal year 2012 will be paid out to eligible employees after the end of the fiscal year.

Upon reaching the five percent pretax return threshold, an incentive compensation accrual will be established equal to 15.3 percent of the amount of any consolidated pretax profits above the five percent pretax return threshold. The maximum aggregate bonus available under the program for fiscal year 2012 is $4.8 million. For the three months ended March 31, 2012 and 2011, we accrued $2.6 million and $1.7 million, respectively, of incentive compensation expense. For the six months ended March 31, 2012 and 2011, we accrued $4.6 million and $3.5 million, respectively, of incentive compensation expense.

Liquidity and Capital Resources

At March 31, 2012, we had approximately $44.2 million in cash and cash equivalents. For the six months ended March 31, 2012, we generated approximately $23.2 million of cash from operating activities. Sources of cash generated in our operating activities resulted from net income of $20.1 million. Additional sources of cash included net non-cash charges of $7.1 million for deferred income taxes, depreciation, amortization, accretion, stock-based compensation, inventory obsolescence and bad debts. Other sources of cash included (i) a $6.8 million increase in accounts payable due to increases in our rental equipment fleet and the timing of payments to our vendors, (ii) a $4.7

million increase in deferred revenue due to the collection of advanced payments from our customers, (iii) a $3.2 million decrease in the amount of income tax deposits and other current assets, (iv) a $2.7 million increase in income tax payable resulting from the timing of our income taxes payments and (v) a $2.1 million decrease in inventories resulting from product sales and the utilization of inventories to produce seismic rental equipment. These sources of cash were offset by (i) a $13.4 million increase in trade accounts and notes receivable primarily resulting from increased sales and the timing of cash collections, (ii) a $7.3 million adjustment to transfer gross profits from rental equipment sales to investing activities since such transactions involve the sale of long-lived assets and (iii) a $2.7 million increase in prepaid income taxes related to intercompany sales.

Throughout fiscal years 2009 and 2010, we made substantial efforts to reduce our inventory levels in order to meet declining levels of product demand for our traditional seismic products and to generate cash flows to reduce our indebtedness. Due to the relatively low levels of inventories at the outset of fiscal year 2011 and the significant demand for new products like our wireless data acquisition system and our intention to establish and increase our rental fleet of wireless data acquisition equipment, we strategically increased our inventories since that time and may continue to do so in the future. We continue to be subject to high levels of inventory obsolescence expense for our older and slower moving products, and we are giving substantial attention to the management of our inventories in this area.

For the six months ended March 31, 2012, we used approximately $11.5 million of cash in investing activities. The primary use of cash in investing activities was $23.9 million for our capital expenditures, including $22.2 million to expand our rental equipment fleet. This use of cash was partially offset by $12.5 million of proceeds from the sale of used rental equipment. Due to high customer demand for our wireless rental equipment, we estimate that our total capital expenditures in fiscal year 2012 could be approximately $32 million or more. We expect these capital expenditures will be financed from our cash on hand, internal cash flow, rental equipment sales proceeds and/or from borrowings under our Credit Agreement.

For the six months ended March 31, 2012, we generated approximately $1.0 million of cash in financing activities. The cash generated resulted from cash proceeds received from the exercise of stock options and associated tax benefit related to such exercised stock options.

On March 2, 2011, we entered into a new credit agreement (as amended, the “Credit Agreement”) with a bank. Under the Credit Agreement, we can borrow up to $25.0 million principally secured by our accounts receivable, inventories and equipment. In addition, certain of our domestic subsidiaries have guaranteed our obligations under the Credit Agreement and such subsidiaries have secured the obligations by the pledge of certain of the assets of such subsidiaries. The Credit Agreement expires on March 2, 2014. The Credit Agreement limits the incurrence of additional indebtedness, requires the maintenance of certain financial ratios, restricts us and our subsidiaries’ ability to pay dividends and contains other covenants customary in agreements of this type. The interest rate for borrowings under the Credit Agreement is a LIBOR based rate with a margin spread of 250-350 basis points depending upon the maintenance of certain ratios. At March 31, 2012, the interest rate was 2.7%. At March 31, 2012, there were no borrowings outstanding under the Credit Agreement, standby letters of credit outstanding in the amount of $2.0 million and additional borrowings available of $23.0 million. For more information about the restrictive covenants imposed on us by the Credit Agreement, please see “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2011. On April 24, 2012 we amended the Credit Agreement, effective as of March 31, 2012, to remove investments in rental equipment from the calculation of capital expenditures as applied in determining the satisfaction of our cash flow coverage ratio covenant under the Credit Agreement.

Critical Accounting Policies

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

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

Our long-lived assets are reviewed for impairment whenever an event or change in circumstances indicates the carrying amount of an asset or group of assets may not be recoverable. The impairment review, if necessary, includes a comparison of expected future cash flows (undiscounted and without interest charges) to be generated by an asset group with the associated carrying value of the related assets. If the carrying value of the asset group exceeds the expected future cash flows, an impairment loss is recognized to the extent that the carrying value of the asset group exceeds its fair value.

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

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

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

We primarily derive revenue from the sale, and short-term rental under operating leases, of seismic instruments and equipment and thermal solutions products. We generally recognize sales revenues when our products are shipped and title and risk of loss have passed to the customer. We recognize rental revenues as earned over the rental period. Rentals of our equipment generally range from daily rentals to rental periods of up to six months or longer. Except for certain of our reservoir characterization products, our products are generally sold without any customer acceptance provisions and our standard terms of sale do not allow customers to return products for credit. In instances where the customer requires a significant performance test for our new and unproven products, we do not recognize the revenue attributable to the product as to which the performance test applies until the performance test is satisfied. Collection of revenue from the sale of large-scale reservoir characterization products may occur at various stages of production or after delivery of the product, and the collected funds are generally not refundable to the customer.

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

We recognize revenue when all of the following criteria are met:

•

Persuasive evidence of an arrangement exists. We operate under a purchase order/contract system for goods sold to customers, and under rental/lease agreements for equipment rentals. These documents evidence that an arrangement exists.

•

Delivery has occurred or services have been rendered. For product sales, we do not recognize revenues until delivery has occurred or performance tests are met. For rental revenue, we recognize revenue when earned.

•

The seller’s price to the buyer is fixed or determinable. Sales prices are defined in writing in a customer’s purchase order, purchase contract or equipment rental agreement.

•

Collectibility is reasonably assured. We evaluate customer credit to ensure collectibility is reasonably assured.

Occasionally, our seismic customers are not able to take immediate delivery of products which were specifically manufactured to the customer’s specifications. These occasions generally occur when customers face logistical issues such as project delays or with their seismic crew deployment. In these instances, our customers have asked us to hold the equipment for a short period of time until they can take physical delivery of the product (referred to as “bill and hold” arrangements). We consider the following criteria for recognizing revenue when delivery has not occurred:

•

Whether the risks of ownership have passed to the customer,

•

Whether we have obtained a fixed commitment to purchase the goods in writing from the customer,

•

Whether the customer requested that the transaction be on a bill and hold basis and we received that request in writing,

•

Whether the customer has a substantial business purpose for ordering the goods on a bill and hold basis,

•

Whether there is a fixed schedule for delivery of the product,

•

Whether we have any specific performance obligations such that the earning process is not complete,

•

Whether the equipment is segregated from our other inventory and not subject to being used to fill other orders, and

•

Whether the equipment is complete and ready for shipment.

We do not modify our normal billing and credit terms for these types of sales. As of March 31, 2012 and 2011, we had no sales under bill and hold arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We have some market risk relative to sensitive instruments entered into for trading purposes and have only very limited risk as to arrangements entered into other than for trading purposes. We do not engage in commodity or commodity derivative instrument purchasing or selling 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.

Short-Term Investment Risk

Our short-term investments consisting of corporate bonds, government bonds and other similar investments are classified for accounting purposes as available-for-sale. If these short-term investments are not held to maturity, the proceeds obtained when the instruments are sold will be impacted by the current interest rates at the time they are sold.

Foreign Currency and Operations Risk

One of our wholly-owned subsidiaries, OYO-GEO Impulse, is located in the Russian Federation. Therefore, our financial results may be affected by factors such as changes in foreign currency exchange rates, weak economic conditions in the Russian Federation or changes in its political climate. Our consolidated balance sheet at March 31, 2012 reflected approximately $6.9 million of net working capital related to OYO-GEO Impulse. For third-party transactions, OYO-GEO Impulse both receives its income and pays its expenses primarily in rubles. To the extent that transactions of OYO-GEO Impulse are settled in rubles, a devaluation of the ruble versus the U.S. dollar could reduce any contribution from OYO-GEO Impulse 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 the Russian Federation; therefore, such risk is a general and unpredictable risk of future disruptions in the valuation of rubles versus U.S. dollars to the extent such disruptions result in any reduced valuation of OYO-GEO Impulse’s net working capital or future contributions to our consolidated results of operations. At March 31, 2012, the foreign exchange rate of the U.S. dollar to the ruble was 1:29.4. If the U.S. dollar versus ruble exchange rate were to decline by ten percent, our working capital could decline by $0.7 million.

Foreign Currency Intercompany Accounts

From time to time, we provide access to capital to our foreign subsidiaries through U.S. dollar denominated interest bearing promissory notes. Such funds are generally used by our foreign subsidiaries to purchase capital assets and for general working capital needs. In addition, we sell products to our foreign subsidiaries in U.S. dollars on trade credit terms. Because U.S. dollar denominated intercompany debts are accounted for in the local currency of our foreign subsidiaries, any appreciation or devaluation of such foreign currencies against the U.S. dollar will result in a gain or loss, respectively, to our consolidated statement of operations. At March 31, 2012, we had outstanding accounts receivable of $20.7 million from our Canadian subsidiary and, consequently, we recently entered into an agreement with a Canadian bank to hedge $14.0 million of this foreign exchange exposure, resulting in a net U.S. dollar denominated intercompany accounts payable exposure to the Canadian dollar of $6.7 million. At March 31, 2012, the foreign exchange rate of the U.S. dollar to the Canadian dollar was 1:1.0. If the U.S. dollar exchange rate were to strengthen by ten percent against the Canadian dollar, we would recognize a foreign exchange loss of $0.7 million at our Canadian subsidiary. At March 31, 2012, we had outstanding accounts receivable of $0.2 million from our subsidiary in the Russian Federation, and the U.S. dollar to ruble exchange rate was 1:29.4. If the U.S. dollar exchange rate were to strengthen by ten percent against the Russian ruble, we would recognize a foreign exchange loss of $17,000 at our Russian subsidiary.

Floating Interest Rate Risk

The 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 the Credit Agreement our borrowing interest rate is a LIBOR based rate plus 250-350 basis points. As of March 31, 2012, we had no borrowings under the Credit Agreement.

Item 4. Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified under the Securities and Exchange Commission’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 disclosure controls and procedures will detect or uncover all failures of persons within the Company and its consolidated subsidiaries to report material information otherwise required to be set forth in the Company’s reports.

In connection with the preparation of this Quarterly Report on Form 10-Q, the Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the CEO and CFO, as of March 31, 2012 of the effectiveness of the Company’s disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of March 31, 2012.

There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s fiscal quarter ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1A. Risk Factors

There have been no material changes to the Risk Factors disclosure included in our Annual Report on Form 10-K for the year ended September 30, 2011 filed with the SEC on December 9, 2011.

Item 6. Exhibits

The following exhibits are filed with this Report on Form 10-Q.

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.

SIGNATURES

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

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