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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, 2001
[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
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 (I.R.S. Employer
Incorporation or Organization) Identification No.)
12750 SOUTH KIRKWOOD, SUITE 200
STAFFORD, TEXAS 77477
(Address of Principal Executive Offices)
(281) 494-8282
(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
----- ------
There were 5,529,080 shares of the Registrant's Common Stock outstanding as of
the close of business on May 7, 2001.
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TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION Page
- ------------------------------ Number
------
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations 11
PART II. OTHER INFORMATION
- ---------------------------
Item 4. Submission of Matters to a Vote of Security Holders 16
Item 6. Exhibits and Reports on Form 8-K 16
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors
OYO Geospace Corporation and Subsidiaries
We have reviewed the accompanying consolidated balance sheet of OYO Geospace
Corporation and Subsidiaries as of March 31, 2001, and the related consolidated
statements of operations for the three months and six months ended March 31,
2001 and 2000, and the consolidated statements of cash flows for the six months
ended March 31, 2001 and 2000. These financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with auditing standards generally accepted in the United States of
America, the objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express such an
opinion.
Based on our review, we are not aware of any material modifications that
should be made to the aforementioned financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.
We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet as of
September 30, 2000, and the related consolidated statements of operations,
changes in stockholders' equity, and cash flows for the year then ended (not
presented herein) and, in our report dated November 9, 2000, we expressed an
unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying consolidated balance sheet as of
September 30, 2000, is fairly stated, in all material respects, in relation to
the consolidated balance sheet from which it has been derived.
/s/ PricewaterhouseCoopers LLP
Houston, Texas
May 7, 2001
3
OYO GEOSPACE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
ASSETS MARCH 31, 2001 SEPTEMBER 30, 2000
--------------- -------------------
(unaudited)
Current assets:
Cash and cash equivalents................................ $ 1,370 $ 3,989
Trade accounts and notes receivable, net................. 14,175 8,509
Inventories.............................................. 24,549 22,095
Deferred income tax...................................... 1,127 1,320
Prepaid expenses and other............................... 711 1,778
------- -------
Total current assets.................................. 41,932 37,691
Rental equipment, net...................................... 2,203 1,846
Property, plant and equipment, net......................... 19,778 19,550
Goodwill and other intangible assets, net.................. 4,990 5,204
Deferred income tax........................................ 254 675
Other assets............................................... 1,809 142
------- -------
Total assets.......................................... $70,966 $65,108
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable and current maturities of long-term debt... $ 205 $ 198
Accounts payable......................................... 5,626 5,694
Accrued expenses and other............................... 7,783 2,679
Income tax payable....................................... 265 232
------- -------
Total current liabilities............................. 13,879 8,803
Long-term debt............................................. 3,880 3,984
Deferred income tax........................................ 1,485 1,612
------- -------
Total liabilities..................................... 19,244 14,399
------- -------
Stockholders' equity:
Preferred stock.......................................... - -
Common stock............................................. 55 55
Additional paid-in capital............................... 30,266 30,088
Retained earnings........................................ 22,703 21,875
Accumulated other comprehensive loss..................... (929) (679)
Unearned compensation-restricted stock awards............ (373) (630)
------- -------
Total stockholders' equity............................ 51,722 50,709
------- -------
Total liabilities and stockholders' equity............ $70,966 $65,108
======= =======
The accompanying notes are an integral part of the consolidated financial
statements.
4
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, 2001 MARCH 31, 2000 MARCH 31, 2001 MARCH 31, 2000
--------------- --------------- --------------- ---------------
Sales........................................... $ 16,928 $ 14,963 $ 31,895 $ 27,758
Cost of sales................................... 11,401 10,575 21,509 18,988
---------- ---------- ---------- ----------
Gross profit.................................... 5,527 4,388 10,386 8,770
Operating expenses:
Selling, general and administrative........... 3,262 2,324 6,244 4,754
Research and development...................... 1,449 1,605 2,918 2,942
---------- ---------- ---------- ----------
Total operating expenses................... 4,711 3,929 9,162 7,696
---------- ---------- ---------- ----------
Income from operations.......................... 816 459 1,224 1,074
Other income (expense):
Interest expense.............................. (94) (77) (174) (154)
Interest income............................... 74 100 108 180
Other, net.................................... (36) 30 (12) 56
---------- ---------- ---------- ----------
Total other income (expense), net.......... (56) 53 (78) 82
---------- ---------- ---------- ----------
Income before income taxes...................... 760 512 1,146 1,156
Income tax expense.............................. 203 103 318 328
---------- ---------- ---------- ----------
Net income...................................... $ 557 $ 409 $ 828 $ 828
========== ========== ========== ==========
Basic earnings per share........................ $0.10 $0.08 $0.15 $0.15
========== ========== ========== ==========
Diluted earnings per share...................... $0.10 $0.07 $0.15 $0.15
========== ========== ========== ==========
Weighted average shares outstanding - Basic 5,487,990 5,432,058 5,475,435 5,421,330
Weighted average shares outstanding - Diluted 5,633,476 5,511,583 5,600,456 5,482,912
The accompanying notes are an integral part of the consolidated financial
statements.
5
OYO GEOSPACE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
SIX MONTHS SIX MONTHS
ENDED ENDED
MARCH 31, 2001 MARCH 31, 2000
--------------- ---------------
Cash flows from operating expenses:
Net income.................................................. $ 828 $ 828
Adjustments to reconcile net income to net cash provided
by operating activities:
Deferred income tax....................................... 484 (140)
Depreciation and amortization............................. 2,053 1,791
Amortization of restricted stock awards................... 233 254
Bad debt expense.......................................... 17 78
Effects of changes in operating assets and liabilities:
Trade accounts and notes receivable....................... (5,184) (1,906)
Inventories............................................... (2,351) 84
Prepaid expenses and other assets......................... 1,065 769
Accounts payable.......................................... (298) 1,290
Accrued expenses and other................................ 5,223 (410)
Income tax payable........................................ 33 (366)
-------- -------
Net cash provided by operating activities............... 2,103 2,272
-------- -------
Cash flows from investing activities:
Capital expenditures........................................ (2,519) (3,608)
Purchase of business, net of cash acquired.................. (2,000) --
Proceeds from sale of equipment............................. 2 20
-------- -------
Net cash used in investing activities................... (4,517) (3,588)
-------- -------
Cash flows from financing activities:
Increase in notes payable................................... 13,613 -
Principal payments on notes payable......................... (13,709) (91)
Proceeds from exercise of stock options..................... 141 -
-------- -------
Net cash provided by (used in) financing activities..... 45 (91)
-------- -------
Effect of exchange rate changes on cash...................... (250) -
-------- -------
Decrease in cash and cash equivalents........................ (2,619) (1,407)
Cash and cash equivalents, beginning of period............... 3,989 5,280
-------- -------
Cash and cash equivalents, end of period..................... $ 1,370 $ 3,873
======== =======
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. BASIS OF PRESENTATION
The consolidated balance sheet of OYO Geospace Corporation and its
subsidiaries (the "Company") at September 30, 2000, has been derived from the
Company's audited consolidated financial statements at that date. The
consolidated balance sheet at March 31, 2001, and the consolidated statements of
operations for the three and six months ended March 31, 2001 and 2000, and the
consolidated statements of cash flows for the six months ended March 31, 2001
and 2000, have been 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 have been made. The results of operations for the
three months and six months ended March 31, 2001 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 have been 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, 2000.
The Company has embarked on a long-term project to develop a seabed seismic
array. The Company does not recognize revenue until such projects are completed
and in-service; therefore, progress payments are classified as deferred revenue
until completion of the project.
Statement of Financial Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities ("SFAS 133"), as amended by SFAS No. 137 and
SFAS No. 138, was issued by the Financial Accounting Standards Board in June
1998. SFAS 133 requires the Company to record all derivatives on the balance
sheet at fair value. Changes in derivative fair values will either be
recognized in earnings as offsets to the changes in fair value of related hedged
assets, liabilities and firm commitments or for forecasted transactions,
deferred and recorded as a component of accumulated other comprehensive income
until the hedged transactions occur and are recognized in earnings. The Company
purchases printheads from OYO Corporation whereby such purchases are denominated
in Japanese Yen. The Company routinely attempts to hedge its currency exposure
on these purchases by entering into foreign currency forward contracts with a
bank. The purpose of entering into these forward hedge contracts is to
eliminate all variability of cash flows associated with foreign currency
exposure risk on amounts payable in Japanese Yen. Because both the settlement
dates and notional amounts on the forward contracts are always identical to the
settlement dates and payable balances, respectively, the Company considers such
forward contracts to be highly effective in that they eliminate all variability
of cash flows on payables denominated in Yen. Under Statement of Financial
Accounting Standards No. 133 ("SFAS No. 133"), "Accounting for Derivative
Instruments and for Hedging Activities" and related interpretations, the
Company's forward contracts with the bank are considered derivatives. SFAS No.
133, which is effective for the Company's fiscal year 2001, requires that the
Company record these foreign currency forward contracts on the balance sheet and
mark them to fair value at each reporting date.
PricewaterhouseCoopers LLP is not subject to the liability provisions of
Section 11 of the Securities Act of 1933 for their report on the unaudited
financial information as of March 31, 2001 and for the three months and six
months ended March 31, 2001 and 2000, because that report is not a "report" or a
"part" of a registration statement prepared or certified by
PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Act.
7
OYO GEOSPACE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
2. 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:
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------------- -------------------------------
MARCH 31, 2001 MARCH 31, 2000 MARCH 31, 2001 MARCH 31, 2000
-------------- -------------- -------------- --------------
Net earnings available to common
stockholders (in thousands)................ $ 557 $ 409 $ 828 $ 828
========== ========== ========== ==========
Weighted average common shares outstanding... 5,487,990 5,432,058 5,475,435 5,421,330
Weighted average common share equivalents
outstanding................................ 145,486 79,525 125,021 61,582
---------- ---------- ---------- ----------
Weighted average common shares and common
share equivalents outstanding............. 5,633,476 5,511,583 5,600,456 5,482,912
========== ========== ========== ==========
Basic earnings per common share.............. $ 0.10 $ 0.08 $ 0.15 $ 0.15
========== ========== ========== ==========
Diluted earnings per common share............ $ 0.10 $ 0.07 $ 0.15 $ 0.15
========== ========== ========== ==========
3. COMPREHENSIVE INCOME
Comprehensive income includes all changes in a company's equity, except those
resulting from investments by and distributions to owners. The following table
summarizes the components of comprehensive income (in thousands):
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------------------- --------------------------------
MARCH 31, 2001 MARCH 31, 2000 MARCH 31, 2001 MARCH 31, 2000
------------------- --------------- --------------- --------------
Net income........................................ $ 557 $ 409 $ 828 $828
Foreign currency translation adjustments.......... (266) 120 (250) 1
----- ------- ----- ----
Total comprehensive income........................ $ 291 $ 529 $ 578 $829
===== ======= ===== ====
4. TRADE ACCOUNTS AND NOTES RECEIVABLE
Trade accounts and notes receivable consisted of the
following (in thousands):
MARCH 31, 2001 SEPTEMBER 30, 2000
-------------- ------------------
Trade accounts receivable.............................. $12,011 $8,187
Trade notes receivable................................. 2,519 675
Allowance for doubtful accounts and notes.............. (355) (353)
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$14,175 $8,509
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8
OYO GEOSPACE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
5. INVENTORIES
Inventories consisted of the following (in thousands):
MARCH 31, 2001 SEPTEMBER 30, 2000
------------------ ------------------
Finished goods......................................................... $ 3,719 $ 2,900
Work in process........................................................ 3,492 2,708
Raw materials.......................................................... 17,338 16,487
------- -------
$24,549 $22,095
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6. ACCRUED EXPENSES AND OTHER
Accrued expenses and other consisted of the following (in thousands):
MARCH 31, 2001 SEPTEMBER 30, 2000
-------------- ------------------
Accrued expenses....................................................... $ 2,924 $ 2,679
Deferred revenue....................................................... 4,859 --
------- -------
$ 7,783 $ 2,679
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7. ACQUISITION
On February 8, 2001, the Company acquired the operating assets and business of
EcoPRO Imaging Corporation ("EcoPRO"). Furthermore, the Company entered into a
three-year global thermal film and distribution alliance with Labelon, the prior
owner of EcoPRO.
The allocation of the purchase price for EcoPRO and a reconciliation of the
purchase price to cash used for the business acquisition is as follows (in
thousands):
Accounts receivable............ $ 473
Inventories.................... 103
Deferred purchasing benefits... 1,640
Current liabilities............ (216)
------
Cash paid for acquisition...... $2,000
======
9
8. SEGMENT AND GEOGRAPHIC INFORMATION
The acquisition of EcoPRO during the quarter ended March 31, 2001 expanded the
Company's worldwide distribution of products for the commercial graphics
industry. As a result, the Company has begun reporting information for two
segments: Seismic and Commercial Graphics. The Commercial Graphics segment
primarily sells products for the commercial graphics industry; however, it also
has some minor sales of seismic products.
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, thermal imaging products, marine seismic
cable retrieval devices and small data acquisition systems targeted at niche
markets. Marine seismic data acquisition products include the Company's
patented marine seismic cable retrieval devices. Commercial graphic products
include thermal plotters and thermal film. The following tables summarize the
Company's segment information:
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------------------- ---------------------------------
MARCH 31, 2001 MARCH 31, 2000 MARCH 31, 2001 MARCH 31, 2000
--------------- ------------------- --------------- ---------------
Net sales:
Seismic........................ $14,196 $11,785 $26,366 $20,724
Commercial graphics............ 2,918 3,596 5,787 7,756
Eliminations................... (186) (418) (258) (722)
------- ------- ------- -------
Total.......................... $16,928 $14,963 $31,895 $27,758
======= ======= ======= =======
Income (loss) from operations:
Seismic........................ $ 2,390 $ 694 $ 3,303 $ 2,089
Commercial graphics............ (417) 588 (125) 1,436
Corporate...................... (1,048) (765) (1,904) (1,559)
Eliminations................... (109) (58) (50) (892)
------- ------- ------- -------
Total $ 816 $ 459 $ 1,224 $ 1,074
======= ======= ======= =======
MARCH 31, 2001 SEPTEMBER 30, 2000
-------------- ------------------
Total assets:
Seismic........................ $55,986 $46,302
Commercial graphics............ 10,694 10,162
Corporate...................... 4,286 8,644
------- -------
$70,966 $65,108
======= =======
9. LINE OF CREDIT
In February 2001, the Company obtained from Southwest Bank of Texas (the
"Bank") a $10.0 million working capital line of credit (the "Credit Agreement")
that expires in February 2002. Borrowings under the Credit Agreement are
subject to borrowing base restrictions based on consolidated net income plus
consolidated interest expense, income taxes, depreciation and amortization.
Borrowings under the Credit Agreement are collateralized by accounts receivable
and inventory. The Credit Agreement limits additional indebtedness, requires
the maintenance of certain financial amounts and contains other covenants
customary in transactions of this type. As of March 31, 2001 there were no
borrowings outstanding under the Credit Agreement, and the borrowing base under
the Credit Agreement was $9.4 million.
10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following analysis of the financial condition and results of operations of
OYO Geospace Corporation should be read in conjunction with the Consolidated
Financial Statements and Notes related thereto included elsewhere in this Form
10-Q.
INDUSTRY OVERVIEW
We design and manufacture instruments and equipment used in the acquisition
and processing of seismic data for the oil and gas industry and for the
commercial graphics industry.
Seismic
We have been in the seismic instrument and equipment business since 1980,
marketing our products primarily to the oil and gas industry worldwide.
Geoscientists use seismic data to map potential or existing oil and gas
bearing formations and the geologic structures that surround them. Seismic data
is used primarily in connection with the exploration, development and production
of oil and gas.
Seismic data acquisition is conducted on land in several stages. First, an
energy source imparts seismic waves into the earth, reflections of which are
received and measured by geophones and hydrophones. Electrical signals
generated by the geophones and hydrophones are then transmitted through leader
wire, geophone and hydrophone string connectors and telemetric cable to data
collection units, which store information for processing and analysis. Seismic
thermal imaging products are output devices used in the field or office to
create a graphic representation of the seismic data after it has been acquired.
Marine seismic data acquisition is conducted primarily by large ocean-going
vessels that tow long seismic cables known as "streamers". Usually, the energy
source in marine seismic data acquisition is an airgun, and the reflected
seismic waves are received and measured by hydrophones, which are attached to
the streamers. The streamers then transmit the electrical impulses back to the
vessel via telemetric cable included within the streamers, and the seismic data
is then processed in much the same manner as it is on land.
It is estimated that one-to two-thirds of the reserves associated with every
discovery will be left behind in the reservoir, not able to be recovered
economically or at times even identified. Reservoir characterization and
management programs, in which the reservoir is carefully imaged and monitored
throughout the life of the field, are now seen as a vital tool for improving
rates of return. Surveys repeated in time showing dynamic changes within the
reservoir can be used to monitor the effects of production. We are developing
and marketing a suite of borehole and reservoir characterization products and
services targeted at this market.
We expect to incur significant future research and development expenditures
aimed at the development of additional seismic acquisition products and services
used for high definition reservoir characterization for use in both land and
marine environments.
While orders for our products have always had the potential to vary
substantially from quarter to quarter, with variations in timing impacting our
operating results and cash flow, manufacturing capability and expense levels in
any given quarter, reservoir characterization projects, especially deepwater
projects, contemplate more equipment over a greater period of time than is
typically associated with conventional surface seismic systems. Revenue and
expense recognition in accordance with generally accepted accounting principles
for these large-scale projects has the potential to produce strong fluctuations
in quarterly performance.
11
Commercial Graphics
Our commercial graphics business segment developed over time as we leveraged
our thermal imaging product technology into new markets. With minor product
modifications, we were successful in adapting these products for use in the
commercial graphics industry. We recently expanded this segment by acquiring a
thermal film distribution business. Our commercial graphics segment
manufactures and sells thermal imaging products and dry film primarily to the
screen print, point of sale, signage and textile market sectors.
RESULTS OF OPERATIONS
During the quarter ended March 31, 2001 we acquired the operating assets and
business of EcoPRO Imaging Corporation ("EcoPRO"). This acquisition expanded
our worldwide distribution of products for the commercial graphics industry.
As a result of the EcoPRO acquisition, we are reporting information for two
segments: Seismic and Commercial Graphics.
Summary financial data by business segment follows:
THREE MONTHS ENDED SIX MONTHS ENDED
--------------------------------- ---------------------------------
MARCH 31, 2001 MARCH 31, 2000 MARCH 31, 2001 MARCH 31, 2000
--------------- --------------- --------------- ---------------
SEISMIC
Revenue.............. $14,196 $11,785 $26,366 $20,724
Operating income..... 2,390 694 3,303 2,089
COMMERCIAL GRAPHICS
Revenue.............. 2,918 3,596 5,787 7,756
Operating income..... (417) 588 (125) 1,436
CORPORATE
Revenue.............. -- -- -- --
Operating income..... (1,048) (765) (1,904) (1,559)
SEGMENT ELIMINATIONS
Revenue.............. (186) (418) (258) (722)
Operating income..... (109) (58) (50) (892)
CONSOLIDATED TOTALS
Revenue.............. 16,928 14,963 31,895 27,758
Operating income..... 816 459 1,224 1,074
OVERVIEW
Fiscal Year 2001 Compared to Fiscal Year 2000.
Sales for the three months and six months ended March 31, 2001 increased $2.0
million, or 13.1%, and $4.1 million, or 14.9%, respectively, from the
corresponding periods of the prior fiscal year. The increase in sales was due
to an increase in demand for our seismic products. The increase was partially
offset by decline in sales of our commercial graphics products.
Consolidated gross profits for the three months and six months ended March 31,
2001 increased by $1.1 million, or 26.0%, and $1.6 million, or 18.4%,
respectively, from the corresponding periods of the prior year. The higher
gross profits we realized from our seismic products were partially offset by
lower gross profits we realized from our commercial graphics products.
12
Consolidated operating expenses for the three months and six months ended
March 31, 2001 increased $0.8 million, or 19.9%, and $1.5 million, or 19.0%,
respectively, from the corresponding periods of the prior fiscal year. The
increase primarily resulted from increased costs associated with new personnel,
sales and marketing efforts, information technology upgrades and costs
associated with the EcoPRO acquisition.
Our effective tax rate for the three months ended March 31, 2001 was 26.7%
compared to 20.1% for the three months ended March 31, 2000. The effective tax
rate for the six months ended March 31, 2001 was 27.7% compared to 28.4% for the
corresponding period of the prior fiscal year. The tax rate of the current and
prior years includes certain tax adjustments relating to prior years. The
current year tax rate also includes a benefit resulting from the resolution of
contingent tax matters from prior years. Excluding these benefits, our
effective tax rate would be 34.4% for the current periods compared to 35.0% for
the prior year periods.
SEISMIC
Our 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, thermal imaging products, marine seismic
cable retrieval devices and small data acquisition systems targeted at niche
markets. Marine seismic data acquisition products include our patented marine
seismic cable retrieval devices.
Revenue
Sales of our seismic products for the three months and six months ended March
31, 2001 increased $2.4 million, or 20.5%, and $5.6 million, or 27.2%,
respectively, from the corresponding periods of the prior year. The increases
in seismic product sales primarily resulted from the increase in sales of our
land-based products due to increasing worldwide oil and gas exploration efforts.
Operating Income
Operating income, for the three months and six months ended March 31, 2001,
increased $1.7 million, or 244.4% and $1.2 million, or 58.1%, respectively from
the corresponding periods of the prior year. The increase in operating income
primarily resulted from increased gross profits associated with increased sales.
The improved gross profits were partially offset by higher selling, general and
administrative expenses.
COMMERCIAL GRAPHICS
Our commercial graphics products include thermal imaging equipment capable of
producing data images ranging in size from 12 to 54 inches wide. In addition,
we also distribute thermal film and related products to our customers.
Revenue
Sales of our commercial graphics products for the three months and six months
ended March 31, 2001 decreased $0.7 million, or 18.9%, and $2.0 million, or
25.4%, respectively, from the corresponding periods of the prior year. The
decline in sales resulted from a decline in thermal imaging equipment sales,
although these sales were partially offset by increased sales of our thermal
film products due to the recent acquisition of EcoPRO.
Operating Income
Operating income, for the three months and six months ended March 31, 2001,
decreased $1.0 million and $1.6 million, respectively from the corresponding
periods of the prior year. The decrease in operating income primarily resulted
from the lower level of thermal imaging equipment sales.
13
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2001, we had $1.4 million in cash and cash equivalents. For the
six months ended March 31, 2001, we generated approximately $2.1 million of cash
in operating activities principally resulting from our net income adjusted for
noncash expenses, an increase of $4.9 million in deferred revenue from a
deepwater seabed seismic array project offset by increases in accounts
receivable and inventories, of which approximately $3.9 million represents new
inventory associated with the deepwater seabed seismic array project.
For the six months ended March 31, 2001, we used approximately $4.5 million of
cash in investing activities, primarily related to capital expenditures and the
EcoPRO acquisition. We estimate that our capital expenditures in fiscal 2001
will be $5.0 million to $6.0 million, which we expect to fund through operating
cash flow and borrowings under our credit facility.
For the six months ended March 31, 2001, we generated approximately $45,000 of
cash from financing activities resulting from the proceeds received for the
exercise of stock options partially offset by principal payments on long-term
mortgage notes payable.
In February 2001, we obtained from Southwest Bank of Texas (the "Bank") a
$10.0 million working capital line of credit (the "Credit Agreement") that
expires in February 2002. Borrowings under the Credit Agreement are subject to
borrowing base restrictions based on consolidated net income plus consolidated
interest expense, income taxes, depreciation and amortization. Borrowings under
the Credit Agreement are collateralized by accounts receivable and inventory.
The Credit Agreement limits additional indebtedness, requires the maintenance of
certain financial amounts and contains other covenants customary in transactions
of this type. As of March 31, 2001 there were no borrowings outstanding under
the Credit Agreement, and the borrowing base under the Credit Agreement was $9.4
million.
We believe that the combination of existing cash reserves, cash flows from
operations and borrowing availability under our existing credit facility should
provide us sufficient capital resources and liquidity to fund our planned
operations through fiscal 2001.
FORWARD LOOKING STATEMENTS AND RISKS
This Form 10-Q includes "forward-looking" statements which are subject to the
"safe harbor" provisions of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. All statements other than
statements of historical fact included herein, including statements about
potential future products and markets, our future financial position, business
strategy and other plans and objectives for future operations, are forward-
looking statements. Although we believe the expectations reflected in such
forward-looking statements are reasonable, we can give no assurance that such
expectations will prove to have been correct, and actual results may differ
materially from such forward-looking statements. Important factors that could
cause actual results to differ materially from our expectations are disclosed
below and in our Annual Report on Form 10-K for the year ended September 30,
2000 under the heading "Forward-Looking Statements and Risks". Further, all
written and verbal forward-looking statements attributable to us or persons
acting on our behalf are expressly qualified in their entirety by such factors.
Our New Products May Not Achieve Market Acceptance.
In recent years, we have incurred significant expenditures to fund our
research and development efforts and we intend to continue those expenditures in
the future. However, research and development is by its nature speculative, and
we cannot assure you that these expenditures will result in the development of
new products or services or that any new products and services we have developed
recently or may develop in the future will be commercially marketable or
profitable to us.
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In particular, we have incurred substantial expenditures to develop our
recently introduced HDSeis(TM) product line. We cannot assure you that we will
realize our expectations regarding market acceptance and revenues from these
products and services.
We May Experience Fluctuations in Quarterly Results of Operations.
Historically, the rate of new orders for our products has varied substantially
from quarter to quarter. Moreover, we typically operate, and expect to continue
to operate, on the basis of orders in hand for our products before we commence
substantial manufacturing "runs"; hence, the completion of orders, particularly
large orders for deepwater reservoir characterization projects, can
significantly impact the operating results and cash flow for any quarter, and
results of operations for any one quarter may not be indicative of results of
operations for future quarters.
Our Customer Financing Results in Credit Risks to Us.
We have found it necessary from time to time to extend long term trade credit
to our customers through accounts and notes receivable. As a result, we are
subject to the credit risks of nonpayment or late payment. Given current
industry conditions, some of our customers may experience liquidity
difficulties, which increases those credit risks. We cannot assure you that
sufficient aggregate amounts of uncollectible receivables and bad debt charges
will not have a material adverse effect on our future results of operations.
At March 31, 2001, our bad debt allowance was $0.4 million. We systematically
adjust this allowance each month to reflect the estimated credit risk associated
with our trade accounts and notes receivable. We base this adjustment on the
level of past due accounts and notes receivable, customer creditworthiness, past
payment history, access to underlying collateral and other factors. Although we
believe this allowance is a fair representation of the credit risk with respect
to our outstanding receivables, we cannot assure you that this allowance will
be adequate to cover every potential bad debt exposure.
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PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On January 25, 2001, we held our Annual Meeting of Stockholders (the
"Meeting"). At the Meeting, our stockholders approved two proposals.
Proposal 1 related to the election of Gary Owens and Satoru Ohya as directors,
each holding office until the 2004 Annual Meeting of Shareholders or until his
successor is duly elected and qualified. Proposal 2 amended our 1997 Key
Employee Stock Option Plan (the "Plan") to increase the number of shares
available under the Plan from 625,000 to 875,000. The results of the voting
follows:
FOR AGAINST WITHHELD
--------- ------- --------
Proposal 1
Gary Owens 5,038,730 - 59,200
Satoru Ohya 4,944,730 - 153,200
Proposal 2 5,021,130 75,200 1,500
The total voted shares represented by proxy was 5,097,930.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are filed with this Quarterly Report.
2.1 Asset Purchase Agreement, dated February 8, 2001, regarding the
acquisition of assets of EcoPRO.
2.2 Business Loan Agreement, dated February 16, 2001, made by and between the
Company and Southwest Bank of Texas.
2.3 Promissory Note, dated February 16, 2001, made by and between the Company
and Southwest Bank of Texas.
15.1 Awareness Letter of Independent Accountants
(b) The Company did not file any reports on Form 8-K during the quarter for
which this report is filed.
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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: May 7, 2001 By: /s/ Gary D. Owens
------------------------
Gary D. Owens, Chairman of the Board
President and Chief Executive Officer
(duly authorized officer)
Date: May 7, 2001 By: /s/ Thomas T. McEntire
---------------------------
Thomas T. McEntire
Chief Financial Officer
(principal financial officer)
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