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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 June 30, 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 Jurisdiciton 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 5,538,555 shares of the Registrant's Common Stock outstanding as of
the close of business on August 6, 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 10
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 15
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OYO GEOSPACE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
ASSETS JUNE 30, 2001 SEPTEMBER 30, 2000
-------------- -------------------
(unaudited)
Current assets:
Cash and cash equivalents................................ $ 1,521 $ 3,989
Trade accounts and notes receivable, net................. 12,329 8,509
Inventories.............................................. 27,359 22,095
Deferred income tax...................................... 1,226 1,320
Prepaid expenses and other............................... 923 1,778
------- -------
Total current assets.................................. 43,358 37,691
Rental equipment, net...................................... 2,003 1,846
Property, plant and equipment, net......................... 19,759 19,550
Goodwill and other intangible assets, net.................. 4,883 5,204
Deferred income tax........................................ 239 675
Other assets............................................... 1,683 142
------- -------
Total assets.......................................... $71,925 $65,108
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable and current maturities of long-term debt... $ 392 $ 198
Accounts payable......................................... 4,756 5,694
Accrued expenses and other............................... 8,494 2,679
Income tax payable....................................... 330 232
------- -------
Total current liabilities............................. 13,972 8,803
Long-term debt............................................. 3,826 3,984
Deferred income tax........................................ 1,265 1,612
------- -------
Total liabilities..................................... 19,063 14,399
------- -------
Stockholders' equity:
Preferred stock.......................................... -- --
Common stock............................................. 55 55
Additional paid-in capital............................... 30,501 30,088
Retained earnings........................................ 23,331 21,875
Accumulated other comprehensive loss..................... (772) (679)
Unearned compensation-restricted stock awards............ (253) (630)
------- -------
Total stockholders' equity............................ 52,862 50,709
------- -------
Total liabilities and stockholders' equity............ $71,925 $65,108
======= =======
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 NINE MONTHS ENDED
------------------------------- -------------------------------
JUNE 30, 2001 JUNE 30, 2000 JUNE 30, 2001 JUNE 30, 2000
-------------- -------------- -------------- --------------
Sales........................................... $ 15,810 $ 12,935 $ 47,705 $ 40,693
Cost of sales................................... 10,204 10,850 31,713 29,838
---------- ---------- ---------- ----------
Gross profit.................................... 5,606 2,085 15,992 10,855
Operating expenses:
Selling, general and administrative........... 3,373 2,741 9,617 7,496
Research and development...................... 1,532 1,627 4,450 4,568
---------- ---------- ---------- ----------
Total operating expenses................... 4,905 4,368 14,067 12,064
---------- ---------- ---------- ----------
Income (loss) from operations................... 701 (2,283) 1,925 (1,209)
Other income (expense):
Interest expense.............................. (93) (96) (267) (250)
Interest income............................... 61 48 169 228
Other, net.................................... (31) (92) (43) (36)
---------- ---------- ---------- ----------
Total other income (expense), net.......... (63) (140) (141) (58)
---------- ---------- ---------- ----------
Income (loss) before income taxes............... 638 (2,423) 1,784 (1,267)
Income tax expense (benefit).................... 10 (801) 328 (473)
---------- ---------- ---------- ----------
Net income (loss)............................... $ 628 $ (1,622) $ 1,456 $ (794)
========== ========== ========== ==========
Basic earnings (loss) per share................. $ 0.11 $ (0.30) $ 0.27 $ (0.15)
========== ========== ========== ==========
Diluted earnings (loss) per share............... $ 0.11 $ (0.30) $ 0.26 $ (0.15)
========== ========== ========== ==========
Weighted average shares outstanding - Basic 5,499,980 5,440,791 5,482,578 5,427,793
Weighted average shares outstanding - Diluted 5,639,257 5,440,791 5,610,184 5,427,793
The accompanying notes are an integral part of the consolidated financial
statements.
4
OYO GEOSPACE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
NINE MONTHS NINE MONTHS
ENDED ENDED
JUNE 30, 2001 JUNE 30, 2000
-------------- --------------
Cash flows from operating activities:
Net income (loss)........................................... $ 1,456 $ (794)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Deferred income tax....................................... 183 (443)
Depreciation and amortization............................. 3,014 2,668
Amortization of restricted stock awards................... 344 381
Bad debt expense.......................................... 280 271
Effects of changes in operating assets and liabilities:
Trade accounts and notes receivable....................... (3,692) (778)
Inventories............................................... (5,171) 630
Prepaid expenses and other assets......................... 854 154
Accounts payable.......................................... (1,155) 660
Accrued expenses and other................................ 6,062 519
Income tax payable........................................ 98 (128)
-------- -------
Net cash provided by operating activities............... 2,273 3,140
-------- -------
Cash flows from investing activities:
Capital expenditures........................................ (3,366) (4,394)
Purchase of business, net of cash acquired.................. (1,925) --
Proceeds from sale of equipment............................. 246 54
-------- -------
Net cash used in investing activities................... (5,045) (4,340)
-------- -------
Cash flows from financing activities:
Increase in notes payable................................... 21,701 --
Principal payments on notes payable......................... (21,664) (122)
Proceeds from exercise of stock options..................... 360 --
-------- -------
Net cash provided by (used in) financing activities..... 397 (122)
-------- -------
Effect of exchange rate changes on cash...................... (93) (128)
-------- -------
Decrease in cash and cash equivalents........................ (2,468) (1,450)
Cash and cash equivalents, beginning of period............... 3,989 5,280
-------- -------
Cash and cash equivalents, end of period..................... $ 1,521 $ 3,830
======== =======
The accompanying notes are an integral part of the consolidated financial
statements.
5
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 June 30, 2001, and the consolidated statements of
operations for the three and nine months ended June 30, 2001 and 2000, and the
consolidated statements of cash flows for the nine months ended June 30, 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 nine months ended June 30, 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 deepwater 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 (a Japanese corporation and the
Company's ultimate parent) 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 SFAS No. 133 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.
In July 2001, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 141, Business Combinations ("SFAS 141") and
No. 142, Goodwill and Other Intangible Assets ("SFAS 142"). SFAS 141 requires
all business combinations initiated after June 30, 2001 to be accounted for
using the purchase method. Under SFAS 142, goodwill and intangible assets with
indefinite lives are no longer amortized but are reviewed annually for
impairment; reviews may be more frequent if impairment is indicated. Intangible
assets that are not deemed to have indefinite lives will continue to be
amortized over their useful lives; however, no maximum life applies. The
Company will be required to adopt SFAS 142 effective October 1, 2002. The
Company is currently evaluating the effect that adoption of the provisions of
SFAS 142 will have on its results of operations and financial position. The
total amount of goodwill, net of amortization, at June 30, 2001 was $2.0
million.
6
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 NINE MONTHS ENDED
------------------------------ ------------------------------
JUNE 30, 2001 JUNE 30, 2000 JUNE 30, 2001 JUNE 30, 2000
------------- -------------- ------------- --------------
Net earnings (loss) available to common
stockholders (in thousands)................ $ 628 $ (1,622) $ 1,456 $ (794)
========== ========== ========== ==========
Weighted average common shares outstanding... 5,499,980 5,440,791 5,482,578 5,427,793
Weighted average common share equivalents
outstanding................................ 139,277 -- 127,606 --
---------- ---------- ---------- ----------
Weighted average common shares and common
share equivalents outstanding............. 5,639,257 5,540,791 5,610,184 5,427,793
========== ========== ========== ==========
Basic earnings (loss) per common share....... $ 0.11 $ (0.30) $ 0.27 $ (0.15)
========== ========== ========== ==========
Diluted earnings (loss) per common share..... $ 0.11 $ (0.30) $ 0.26 $ (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 NINE MONTHS ENDED
----------------------------------- -------------------------------
JUNE 30, 2001 JUNE 30, 2000 JUNE 30, 2001 JUNE 30, 2000
------------------ -------------- -------------- --------------
Net income (loss).......................................... $628 $(1,622) $1,456 $(794)
Foreign currency translation adjustments................... 157 (129) (93) (128)
-------- ------- ------- ---------
Total comprehensive income (loss).......................... $785 $(1,751) $1,363 $(922)
======== ======= ======= =========
4. TRADE ACCOUNTS AND NOTES RECEIVABLE
Trade accounts and notes receivable consisted of the
following (in thousands):
JUNE 30, 2001 SEPTEMBER 30, 2000
------------- ------------------
Trade accounts receivable................................ $11,347 $8,187
Trade notes receivable................................... 1,599 675
Allowance for doubtful accounts and notes................ (617) (353)
------- ------
$12,329 $8,509
======= ======
7
OYO GEOSPACE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
5. INVENTORIES
Inventories consisted of the following (in thousands):
JUNE 30, 2001 SEPTEMBER 30, 2000
------------------ ------------------
Finished goods......................................................... $ 4,718 $ 2,900
Work in process........................................................ 3,275 2,708
Raw materials.......................................................... 19,366 16,487
------- -------
$27,359 $22,095
======= =======
6. ACCRUED EXPENSES AND OTHER
Accrued expenses and other consisted of the following (in thousands):
JUNE 30, 2001 SEPTEMBER 30, 2000
------------------ ------------------
Accrued expenses....................................................... $ 3,635 $ 2,679
Deferred revenue....................................................... 4,859 --
------- -------
$ 8,494 $ 2,679
======= =======
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
Corporation, 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............ $ 408
Inventories.................... 93
Deferred purchasing benefits... 1,640
Accounts payable............... (216)
------
Cash paid for acquisition...... $1,925
======
8
8. SEGMENT AND GEOGRAPHIC INFORMATION
The acquisition of EcoPRO in February 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. In April 2001, the Company announced a reorganization of
its European subsidiary; thereby shifting the marketing emphasis from its
seismic products to the growing success of its commercial graphics products. As
a result, the Company now includes this subsidiary within its Commercial
Graphics segment. 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, marine seismic cable retrieval devices
and small data acquisition systems targeted at niche markets. Commercial graphic
products include thermal imaging products and dry film. The following tables
summarize the Company's segment information:
THREE MONTHS ENDED NINE MONTHS ENDED
------------------------------------ -------------------------------
JUNE 30, 2001 JUNE 30, 2000 JUNE 30, 2001 JUNE 30, 2000
-------------- ------------------- -------------- --------------
Net sales:
Seismic...................... $12,169 $10,029 $37,568 $29,531
Commercial Graphics.......... 3,641 2,906 10,137 11,162
------- ------- ------- -------
Total........................ $15,810 $12,935 $47,705 $40,693
======= ======= ======= =======
Income (loss) from operations:
Seismic...................... $ 1,606 $(1,347) $ 4,845 $ 18
Commercial Graphics.......... (1) (66) (112) 1,202
Corporate.................... (904) (870) (2,808) (2,429)
------- ------- ------- -------
Total........................ $ 701 $(2,283) $ 1,925 $(1,209)
======= ======= ======= =======
JUNE 30, 2001 SEPTEMBER 30, 2000
------------- ------------------
Total assets:
Seismic..................... $55,976 $44,644
Commercial Graphics......... 11,320 11,820
Corporate................... 4,629 8,644
------- -------
$71,925 $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 (i) consolidated net income plus
consolidated interest expense, income taxes, depreciation and amortization and
(ii) levels of eligible accounts receivable and inventories. 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 agreements
of this type. As of June 30, 2001 there were borrowings of $0.2 million
outstanding under the Credit Agreement, and the borrowing base under the Credit
Agreement was $9.0 million.
9
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 for land data.
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 deepwater 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.
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.
10
Commercial Graphics
Our commercial graphics business segment developed over time as we leveraged
our thermal imaging product technology, originally designed for seismic data
processing applications, 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 and by reorganizing the marketing focus of our European
subsidiary. 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
In February 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 NINE MONTHS ENDED
------------------------------- -------------------------------
JUNE 30, 2001 JUNE 30, 2000 JUNE 30, 2001 JUNE 30, 2000
-------------- -------------- -------------- --------------
SEISMIC
Revenue................... $12,169 $10,029 $37,568 $29,531
Operating income (loss)... 1,606 (1,347) 4,845 18
COMMERCIAL GRAPHICS
Revenue................... 3,641 2,906 10,137 11,162
Operating income (loss)... (1) (66) (112) 1,202
CORPORATE
Revenue................... -- -- -- --
Operating income (loss)... (904) (870) (2,808) (2,429)
CONSOLIDATED TOTALS
Revenue................... 15,810 12,935 47,705 40,693
Operating income (loss)... 701 (2,283) 1,925 (1,209)
OVERVIEW
Fiscal Year 2001 Compared to Fiscal Year 2000.
Consolidated sales for the three months and nine months ended June 30, 2001
increased $2.9 million, or 22.2%, and $7.0 million, or 17.2%, 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 as well as additional
commercial graphics product sales resulting from the EcoPRO acquisition.
Consolidated gross profits for the three months and nine months ended June 30,
2001 increased by $3.5 million, or 168.9%, and $5.1 million, or 47.3%,
respectively, from the corresponding periods of the prior year. The higher
gross profits were realized from both our seismic and commercial graphics
business segments. Compared to the prior year periods, gross profits have
improved primarily because the prior year periods reflect the impact of a highly
competitive bid on a large land-based seismic equipment order. Furthermore,
current year sales contain a higher mix of marine-based seismic products, which
historically have higher gross profit margins.
Consolidated operating expenses for the three months and nine months ended
June 30, 2001 increased $0.5 million, or 12.3%, and $2.0 million, or 16.6%,
respectively, from the corresponding periods of the prior fiscal year.
11
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 June 30, 2001 was 1.6%
compared to a benefit of 33.1% for the three months ended June 30, 2000. The
effective tax rate for the nine months ended June 30, 2001 was 18.4% compared to
a benefit of 37.3% for the corresponding period of the prior fiscal year. The
tax rates of the current year periods each include a tax benefit of $0.2 million
due to the resolution of contingent tax matters as well as other adjustments
relating to prior years. Excluding these benefits, our effective tax rate would
be 33.2% and 30.0% for the three and nine months ended June 30, 2001,
respectively.
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, marine seismic cable retrieval devices
and small data acquisition systems targeted at niche markets.
Revenue
Sales of our seismic products for the three months and nine months ended June
30, 2001 increased $2.1 million, or 21.3%, and $8.0 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 both
our land-based and marine-based products due to increasing worldwide oil and gas
exploration activities.
Operating Income
Operating income for the three months and nine months ended June 30, 2001
increased $3.0 million and $4.8 million, respectively from the corresponding
periods of the prior year. The increase in operating income primarily resulted
from increased gross profits associated with increased sales. During the
comparable period of the prior year, a highly competitive bid on a large land-
based seismic equipment order resulted in lower gross profits. 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 dry thermal film and related products to our customers.
Revenue
Sales of our commercial graphics products for the three months ended June 30,
2001 increased $0.7 million, or 25.3% from the corresponding period of the prior
year. Such increase is primarily due to increased dry thermal film sales
resulting from the EcoPRO acquisition. Sales of our commercial graphics
products for the nine months ended June 30, 2001 decreased $1.0 million, or
9.2%, from the corresponding period of the prior year. The decrease in sales is
primarily a result of a decline in thermal imaging equipment sales, although
these sales were partially offset by increased sales of our dry thermal film
products resulting from the EcoPRO acquisition.
Operating Income (Loss)
The operating loss for the three months ended June 30, 2001 decreased by
$65,000, or 98.5%, from the corresponding period of the prior year primarily due
to increased film sales as a result of the EcoPRO acquisition. Operating income
for the nine months ended June 30, 2001, decreased $1.3 million, or 109.3%, from
the corresponding period of the prior year. The decrease in operating income
primarily resulted from a decline in thermal imaging equipment sales.
12
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2001, we had $1.5 million in cash and cash equivalents. For the
nine months ended June 30, 2001, we generated approximately $2.3 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 $5.8 million represents new
inventory associated with a project to develop a deepwater seabed seismic array.
For the nine months ended June 30, 2001, we used approximately $5.0 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 approximately $5.0 million, which we expect to fund through operating
cash flows and borrowings under our credit facility.
For the nine months ended June 30, 2001, we generated approximately $0.4
million of cash from financing activities primarily resulting from the proceeds
received for the exercise of stock options.
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 (i) consolidated net income plus
consolidated interest expense, income taxes, depreciation and amortization and
(ii) levels of eligible accounts receivable and inventories. 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 agreements
of this type. As of June 30, 2001 there were borrowings of $0.2 million
outstanding under the Credit Agreement, and the borrowing base under the Credit
Agreement was $9.0 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", which is hereby
incorporated herein by reference. 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.
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.
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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 June 30, 2001, our bad debt allowance was $0.6 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 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) No exhibits are filed with this Quarterly Report.
(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: August 6, 2001 By: /s/ Gary D. Owens
-------------------------------------
Gary D. Owens, Chairman of the Board
President and Chief Executive Officer
(duly authorized officer)
Date: August 6, 2001 By: /s/ Thomas T. McEntire
-------------------------------------
Thomas T. McEntire
Chief Financial Officer
(principal financial officer)
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