Geospace Technologies (GEOS) 10-Q 2012 Q1 Quarterly report

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 December 31, 2011

OR

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

for the transition period from             to             

Commission file number 001-13601

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):

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

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 6,352,758 shares of the Registrant’s Common Stock outstanding as of the close of business on January 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		14
Item 3. Quantitative and Qualitative Disclosures about Market Risk		22
Item 4. Controls and Procedures		23
PART II. OTHER INFORMATION
Item 1A. Risk Factors		24
Item 6. Exhibits		24

2

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

OYO GEOSPACE CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands)

	December 31, 2011			September 30, 2011
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	37,842		$	31,388
Short-term investments		4,956			4,926
Trade accounts receivable, net		22,474			19,761
Current portion of notes receivable, net		1,671			2,100
Inventories, net		64,334			72,390
Deferred income tax assets		6,043			6,356
Other current assets		1,837			5,660
Total current assets		139,157			142,581
Rental equipment, net		26,240			11,945
Property, plant and equipment, net		34,250			34,692
Patents, net		259			319
Goodwill		1,843			1,843
Non-current deferred income tax assets		427			505
Non-current notes receivable, net		3,195			3,706
Other assets		5,017			1,210
Total assets	$	210,388		$	196,801
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable trade	$	7,550		$	5,042
Accrued expenses and other current liabilities		10,867			11,384
Deferred revenue		1,067			774
Deferred income tax liability		10			82
Income tax payable		3,581			399
Total current liabilities		23,075			17,681
Non-current deferred income tax liability		1,856			2,107
Total liabilities		24,931			19,788
Commitments and contingencies
Stockholders’ equity:
Preferred stock		—			—
Common stock		64			64
Additional paid-in capital		57,709			57,446
Retained earnings		128,018			119,333
Accumulated other comprehensive income (loss)		(334	)		170
Total stockholders’ equity		185,457			177,013
Total liabilities and stockholders’ equity	$	210,388		$	196,801

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

3

OYO GEOSPACE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(unaudited)

	Three Months Ended December 31, 2011			Three Months Ended December 31, 2010
Sales	$	43,281		$	43,101
Cost of sales		22,623			24,008
Gross profit		20,658			19,093
Operating expenses:
Selling, general and administrative expenses		4,735			4,442
Research and development expenses		2,889			2,940
Bad debt expense (recovery)		436			(70	)
Total operating expenses		8,060			7,312
Gain on disposal of equipment		—			16
Income from operations		12,598			11,797
Other income (expense):
Interest expense		—			(43	)
Interest income		267			62
Foreign exchange gains		122			140
Other, net		(55	)		(20	)
Total other income, net		334			139
Income before income taxes		12,932			11,936
Income tax expense		4,247			3,723
Net income	$	8,685		$	8,213
Basic earnings per common share	$	1.37		$	1.34
Diluted earnings per common share	$	1.35		$	1.30
Weighted average common shares outstanding—Basic		6,352,269			6,118,666
Weighted average common shares outstanding—Diluted		6,417,548			6,306,718

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

4

OYO GEOSPACE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

	Three Months			Three Months
	Ended			Ended
	December 31, 2011			December 31, 2010
Net income	$	8,685		$	8,213
Other comprehensive income (loss):
Change in unrealized loss on available-for-sale securities		5			—
Foreign currency translation adjustments		(509	)		(36	)
Comprehensive income	$	8,181		$	8,177

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

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OYO GEOSPACE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Three Months Ended December 31, 2011			Three Months Ended December 31, 2010
Cash flows from operating activities:
Net income	$	8,685		$	8,213
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred income tax expense (benefit)		339			(278	)
Depreciation		1,771			1,399
Amortization		60			98
Stock-based compensation expense		187			186
Bad debt expense (recovery)		436			(70	)
Inventory obsolescence reserve (recovery)		(132	)		1,524
Gross profit from the sale of used rental equipment		(2,165	)		(494	)
Gain on disposal of property, plant and equipment		—			(16	)
Realized loss on short-term investments		36			—
Effects of changes in operating assets and liabilities:
Trade accounts and notes receivable		(2,210	)		(6,390	)
Inventories		7,734			(4,541	)
Other current assets		3,780			(340	)
Accounts payable		2,508			6,462
Accrued expenses and other		(4,475	)		(2,083	)
Deferred revenue		341			1,761
Income tax payable		3,184			1,690
Net cash provided by operating activities		20,079			7,121
Cash flows from investing activities:
Purchase of property and equipment		(792	)		(844	)
Proceeds from sale of property and equipment		—			1
Investment in rental equipment		(16,437	)		(943	)
Proceeds from sale of used rental equipment		3,577			598
Purchase of short-term investments		(675	)		—
Proceeds from sale of short-term investments		625			—
Net cash used in investing activities		(13,702	)		(1,188	)
Cash flows from financing activities:
Principal payments on mortgage loans		—			(7,700	)
Excess tax benefit from share-based compensation		(3	)		146
Proceeds from exercise of stock options and other		79			92
Net cash provided by (used in) financing activities		76			(7,462	)
Effect of exchange rate changes on cash		1			39
Increase (decrease) in cash and cash equivalents		6,454			(1,490	)
Cash and cash equivalents, beginning of period		31,388			33,453
Cash and cash equivalents, end of period	$	37,842		$	31,963

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

6

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 December 31, 2011 and the consolidated statements of operations and statements of comprehensive income for the three months ended December 31, 2011 and 2010, and the consolidated statements of cash flows for the three months ended December 31, 2011 and 2010 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 months ended December 31, 2011 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.

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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 written documentation 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,

8

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 December 31, 2011 there was $0.2 million of sales under bill and hold arrangements. As of December 31, 2010, 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		570
Accruals related to pre-existing warranties (including changes in estimates)		—
Settlements made (in cash or in kind) during the period		(612	)
Balance at the end of the period (December 31, 2011)	$	2,081

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.

9

OYO GEOSPACE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

2. Short-term Investments

	As of December 31, 2011 (in thousands)
	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Short-term investments:
Corporate	$	3,713	$	—	$	(10	)	$	3,703
Government		1,253		—		—			1,253
Total	$	4,966	$	—	$	(10	)	$	4,956

Accumulated other comprehensive income (loss) reflected on the balance sheet at December 31, 2011 includes unrealized losses (net of tax) of $5,000.

3. Fair Value of Financial Instruments

At December 31, 2011, 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 December 31, 2011 (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	$	3,703	$	3,703	$	—	$	—
Government bonds		1,253		1,253		—		—
Total	$	4,956	$	4,956	$	—	$	—

Investments in corporate and government bonds classified as available-for-sale are measured using the quoted market prices (Level 1) as of December 31, 2011.

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OYO GEOSPACE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

4. 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 December 31, 2011		Three Months Ended December 31, 2010
Net earnings available to common stockholders	$	8,685	$	8,213
Weighted average common shares and common share equivalents:
Common shares used in basic earnings per share		6,352,269		6,118,666
Common share equivalents outstanding related to stock options		65,279		188,052
Total weighted average common shares and common share equivalents used in diluted earnings per share		6,417,548		6,306,718
Basic earnings per common share	$	1.37	$	1.34
Diluted earnings per common share	$	1.35	$	1.30

Options totaling zero and 43,000 shares of common stock for the three months ended December 31, 2011 and 2010, respectively, were excluded from the computation of weighted average shares because the impact of considering these options was antidilutive.

5. Trade Accounts and Notes Receivable

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

	December 31, 2011			September 30, 2011
Trade accounts receivable	$	23,312		$	20,172
Allowance for doubtful accounts		(838	)		(411	)
	$	22,474		$	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.

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OYO GEOSPACE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

	December 31, 2011		September 30, 2011
Current notes receivable	$	1,671	$	2,100
Allowance for doubtful notes		—		—
	$	1,671	$	2,100

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

	December 31, 2011		September 30, 2011
Non-current notes receivable	$	3,195	$	3,706
Allowance for doubtful notes		—		—
	$	3,195	$	3,706

6. Inventories

Inventories consist of the following (in thousands):

	December 31, 2011			September 30, 2011
Finished goods	$	16,732		$	20,430
Work-in-process		14,017			14,255
Raw materials		43,086			47,257
Obsolescence reserve		(9,501	)		(9,552	)
	$	64,334		$	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 three months ended December 31, 2011 and 2010, the Company transferred zero and $0.1 million, respectively, of inventories to its rental equipment fleet.

7. Segment Information

The Company evaluates financial performance based on two business segments: Seismic and Thermal Solutions. The Seismic product lines currently consist of 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, data acquisition systems, 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.

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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 December 31, 2011			Three Months Ended December 31, 2010
Net sales:
Seismic	$	40,199		$	39,475
Thermal Solutions		2,881			3,423
Corporate		201			203
Total	$	43,281		$	43,101
Income (loss) from operations:
Seismic	$	14,831		$	13,880
Thermal Solutions		123			156
Corporate		(2,356	)		(2,239	)
Total	$	12,598		$	11,797

8. Credit Agreement

On March 2, 2011, the Company entered into a new credit agreement (as amended, the “New Credit Agreement”) with a bank. Under the New 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 New Credit Agreement and such subsidiaries have secured the obligations by the pledge of certain of the assets of such subsidiaries. The New Credit Agreement expires on March 2, 2014. The New 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 New Credit Agreement is a LIBOR based rate with a margin spread of 250-350 basis points depending upon the maintenance of certain ratios. At December 31, 2011, the Company was in compliance with all covenants. At December 31, 2011, there were no borrowings outstanding under the New Credit Agreement, standby letters of credit outstanding in the amount of $0.2 million and additional borrowings available of $24.8 million.

9. Income Taxes

The United States statutory tax rate for the three months ended December 31, 2011 and 2010 was 35%. The Company’s effective tax rates for the three months ended December 31, 2011 and 2010 were 32.8% and 31.2%, respectively. The Company’s lower effective tax rate for the three months ended December 31, 2011 and 2010 primarily resulted from a manufacturers’/producers’ deduction available to U.S. manufacturers.

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.

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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 13, 1997. 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. While natural gas prices have stabilized and crude oil prices strengthened during most of fiscal years 2010 and 2011, there was substantial volatility in oil and natural gas prices during fiscal years 2008 and 2009. 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

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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 December 31, 2011, we sold approximately 97,000 wireless channels and had approximately 53,000 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 (or nodal) 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.

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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.

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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 December 31, 2011			Three Months Ended December 31, 2010
Seismic
Traditional exploration product revenues	$	14,002		$	16,376
Wireless exploration product revenues		17,875			17,658
Reservoir product revenues		5,415			3,455
Industrial product sales		2,907			1,986
Total seismic sales		40,199			39,475
Operating income		14,831			13,880
Thermal Solutions
Net sales		2,881			3,423
Operating income		123			156
Corporate
Net sales		201			203
Operating loss		(2,356	)		(2,239	)
Consolidated Totals
Net sales		43,281			43,101
Operating income		12,598			11,797

Overview

Three months ended December 31, 2011 compared to three months ended December 31, 2010

Consolidated sales for the three months ended December 31, 2011 increased by $0.2 million, or 0.4%, from the corresponding period of the prior fiscal year. This increase reflects stronger levels of sales for our seismic products.

Consolidated gross profit for the three months ended December 31, 2011 increased by $1.6 million, or 8.2%, from the corresponding period of the prior fiscal year. This increase in gross profit resulted from lower levels of inventory obsolescence expense and improved factory productivity due to increased production output, including the production of new equipment added to our rental fleet.

Consolidated operating expenses for the three months ended December 31, 2011 increased by $0.7 million, or 10.2%, from the corresponding period of the prior fiscal year. The increase in operating expenses resulted from a $0.5 million increase in bad debt expenses due to the aging of certain customer accounts receivable, and from a $0.2 million increase in incentive compensation expenses.

Other income (expense) for the three months ended December 31, 2011 increased by $0.2 million from the corresponding period of the prior fiscal year. The increase in other income primarily resulted from higher interest income from increasing levels of cash investments.

The United States statutory tax rate for the three months ended December 31, 2011 and 2010 was 35%. The effective tax rates for the three months ended December 31, 2011 and 2010 were 32.8% and 31.2%, respectively. The lower effective tax rate for the three months ended December 31, 2011 and 2010 primarily resulted from a manufacturers’/producers’ deduction available to U.S. manufacturers.

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Seismic Products

Net Sales

Sales of our seismic products for the three months ended December 31, 2011 increased by $0.7 million, or 1.8%, from the corresponding period of the prior fiscal year. The components of this increase include the following:

• Traditional Product Sales and Rentals – Revenues from our traditional products decreased $2.4 million, or 14.5%, from the corresponding period of the prior fiscal year. This decline in revenues resulted from reduced shipments of geophones and marine products.

• Wireless Product Sales and Rentals – Revenues from our wireless products increased by $0.2 million, or 1.2%, from the corresponding period of the prior fiscal year. This increase in revenues primarily resulted from an increase revenues from wireless product rentals due to the expansion of our wireless product rental fleet.

• Reservoir Product Sales, Rentals and Services– Revenues from our reservoir products increased $2.0 million, or 56.7%, from the corresponding period of the prior year. This increase in revenues resulted from increased sales and rentals of our borehole tools.

• Industrial Product Sales– Sales of our industrial, or non-seismic, products increased $0.9 million, or 46.4%, from the corresponding period of the prior fiscal year. This increase was primarily driven by increased shipments of industrial sensor 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 customer 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 December 31, 2011 increased by $1.0 million, or 6.9%, from the corresponding period of the prior fiscal year. The higher income resulted from (i) increased product sales and rentals, (ii) reduced charges for inventory obsolescence expense, and (iii) improved factory productivity due to increased production output, including the production of new wireless seismic equipment added to our equipment rental fleet.

Thermal Solutions Products

Net Sales

Sales of our thermal solutions products for the three months ended December 31, 2011 decreased by $0.5 million, or 15.8%, 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 December 31, 2011 decreased $33,000, or 21.2%, from the corresponding period of the prior fiscal year. The decrease in operating income resulted from decreased sales revenues and was partially offset by lower levels of inventory obsolescence expense.

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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 December 31, 2011 and 2010, we accrued $1.9 million and $1.7 million, respectively, of incentive compensation expense.

Liquidity and Capital Resources

At December 31, 2011, we had approximately $38.0 million in cash and cash equivalents. For the three months ended December 31, 2011, we generated approximately $20.1 million of cash in operating activities. Sources of cash generated in our operating activities resulted from net income of $8.7 million. Additional sources of cash included net non-cash charges of $2.7 million for deferred income taxes, depreciation, amortization, stock-based compensation, inventory obsolescence and bad debts. Other sources of cash included (i) a $7.7 million decrease in inventories resulting from product sales and the production of seismic rental equipment, (ii) a $3.8 million decrease in the amount of prepaid product purchases and other current assets, (iii) a $3.2 million increase in income tax payable resulting from the timing of our income taxes payments and (iv) a $2.5 million increase in accounts payable due to increases in our rental equipment fleet and the timing of payments to our vendors. These sources of cash were offset by a $4.5 million decrease in accrued expenses and other primarily resulting from the payment of fiscal year 2011 incentive compensation, and a $2.2 million increase in trade accounts and notes receivable primarily resulting from increased sales and the timing of cash collections.

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. 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 three months ended December 31, 2011, we used approximately $13.7 million of cash in investing activities. The primary use of cash in investing activities was $17.2 million for our capital expenditures, including $16.4 million to expand our rental equipment fleet. This use of cash was partially offset by $3.6 million of proceeds from the sale of used rental equipment. Due to high demand for our wireless rental equipment, we estimate that our total capital expenditures in fiscal year 2012 could be approximately $32 million. 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 New Credit Agreement.

For the three months ended December 31, 2011, we generated approximately $76,000 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 “New Credit Agreement”) with a bank. Under the New 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

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obligations under the New Credit Agreement and such subsidiaries have secured the obligations by the pledge of certain of the assets of such subsidiaries. The New Credit Agreement expires on March 2, 2014. The New 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 New Credit Agreement is a LIBOR based rate with a margin spread of 250-350 basis points depending upon the maintenance of certain ratios. At December 31, 2011, the interest rate was 2.8%. At December 31, 2011, there were no borrowings outstanding under the New Credit Agreement, standby letters of credit outstanding in the amount of $0.2 million and additional borrowings available of $24.8 million. For more information about the restrictive covenants imposed on us by the New Credit Agreement, please see “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2011.

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.

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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 record a write-down of inventory when the cost basis of any item (including any estimated future costs to complete the manufacturing process) exceeds its net realizable value.

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 written documentation 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 December 31, 2011 we had $0.2 million of sales under bill and hold arrangements. As of December 31, 2010, we had no sales under bill and hold arrangements.

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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 December 31, 2011 reflected approximately $5.6 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 December 31, 2011, the foreign exchange rate of the U.S. dollar to the ruble was 1:32.2. If the U.S. dollar versus ruble exchange rate were to decline by ten percent, our working capital could decline by $0.6 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 December 31, 2011, we had outstanding accounts receivable of $25.8 million from our subsidiary in Canada and $60,000 from our subsidiary in the Russian Federation. At December 31, 2011, the foreign exchange rate of the U.S. dollar to the Canadian Dollar was 1:0.98 and the foreign exchange rate of the U.S. dollar to ruble was 1:32.2. If the U.S. dollar exchange rate were to strengthen by ten percent against these foreign currencies, we would recognize foreign exchange losses of $2.6 million in Canada and $6,000 in the Russian Federation.

Floating Interest Rate Risk

The New 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 New Credit Agreement our borrowing interest rate is a LIBOR based rate plus 250-350 basis points. As of December 31, 2011, we had no borrowings under the New Credit Agreement.

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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 December 31, 2011 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 December 31, 2011.

There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s fiscal quarter ended December 31, 2011 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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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.

10.1	OYO Geospace Corporation Fiscal Year 2012 Bonus Plan.
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.

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SIGNATURES

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

	OYO GEOSPACE CORPORATION
Date: February 2, 2012	By:	/s/ Gary D. Owens
		Gary D. Owens, Chairman of the Board
		President and Chief Executive Officer
		(duly authorized officer)
Date: February 2, 2012	By:	/s/ Thomas T. McEntire
		Thomas T. McEntire
		Vice President, Chief Financial Officer,
		(principal financial officer) and Secretary

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