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, 1998
[ ] 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
(State or Other 76-0447780
Jurisdiction of (I.R.S. Employer
Incorporation or Identification
Organization) 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 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 5,433,120 shares of the Registrant's Common Stock outstanding as of
the close of business on May 6, 1998.
<PAGE>
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 2. Changes in Securities and Use of Proceeds 14
Item 6. Exhibits and Reports on Form 8-K 14
2
<PAGE>
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, 1998, the related
consolidated statements of operations for the three months and six months ended
March 31, 1998, and the consolidated statement of cash flows for the six months
ended March 31, 1998. 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 generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express an opinion or any form of assurance on
such financial statements.
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 generally accepted accounting principles. We have not reviewed
the accompanying consolidated statements of operations for the three months and
six months ended March 31, 1997 and the consolidated statement of cash flows for
the six months ended March 31, 1997. Accordingly, we do not express an opinion
or any form of assurance on such financial statements.
We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet as of September 30, 1997, and
the related consolidated statements of operations, changes in shareholder's
equity, and cash flows for the year then ended (not presented herein) and, in
our report dated November 3, 1997, 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, 1997, is fairly
stated, in all material respects, in relation to the consolidated balance sheet
from which it has been derived.
/s/ COOPERS & LYBRAND L.L.P.
Houston, Texas
April 28, 1998
3
<PAGE>
OYO GEOSPACE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
ASSETS MARCH 31, 1998 SEPTEMBER 30, 1997
-------------- ------------------
(unaudited)
Current assets:
Cash and cash equivalents................... $ 7,385 $ 2,488
Trade accounts and notes receivable, net.... 10,868 6,494
Inventories................................. 17,370 15,035
Deferred income tax......................... 1,577 1,115
Prepaid expenses and other.................. 429 132
-------- --------
Total current assets................... 37,629 25,264
Rental equipment, net.......................... 2,695 2,394
Property, plant and equipment, net............. 11,883 6,108
Goodwill and other intangible assets, net...... 4,567 1,006
Other assets................................... 263 306
-------- --------
Total assets........................... $ 57,037 $ 35,078
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable............................... $ - $ 1,500
Accounts payable............................ 4,551 3,048
Accrued expenses and other.................. 4,608 3,716
Income tax payable.......................... 372 860
-------- --------
Total current liabilities.............. 9,531 9,124
Deferred income tax............................ 1,235 854
-------- --------
Total liabilities...................... 10,766 9,978
-------- --------
Commitments and contingencies.................. - -
Stockholders' equity:
Preferred stock............................. - -
Common stock................................ 54 40
Additional paid-in capital.................. 29,130 9,785
Retained earnings........................... 19,276 15,554
Cumulative foreign currency translation
adjustments................................ (381) (279)
Unearned compensation-restricted stock
awards..................................... (1,808) -
--------- ---------
Total stockholders' equity.............. 46,271 25,100
--------- ---------
Total liabilities and stockholders'
equity................................ $ 57,037 $ 35,078
========= =========
The accompanying notes are an integral part of the consolidated financial
statements.
4
<PAGE>
OYO GEOSPACE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ----------------
MARCH 31, 1998 MARCH 31, 1997 MARCH 31, 1998 MARCH 31, 1997
-------------- ----------------------------- --------------
<S> <C> <C> <C> <C>
Sales .............................. $ 19,028 $ 10,415 $ 31,563 $ 18,002
Cost of sales......................... 10,577 6,213 18,104 10,552
---------- --------- -------- --------
Gross profit.......................... 8,451 4,202 13,459 7,450
Operating expenses:
Selling, general and administrative 3,180 1,868 5,835 3,695
Research and development........... 1,164 591 2,021 1,174
---------- ---------- -------- --------
Total operating expenses...... 4,344 2,459 7,856 4,869
--------- --------- -------- --------
Income from operations................ 4,107 1,743 5,603 2,581
Other income (expense):
Interest expense................... (6) (112) (28) (219)
Interest income.................... 139 23 214 44
Other, net......................... 94 91 115 154
----------- ----------- -------- --------
Total other income (expense), net 227 2 301 (21)
----------- ------------ --------
Income before provision for income taxes 4,334 1,745 5,904 2,560
Provision for income taxes............ 1,584 658 2,181 965
---------- ---------- ---------- ----------
Net income............................ $ 2,750 $ 1,087 $ 3,723 $ 1,595
========= ========= ======== ========
Basic earnings per share.............. $ 0.52 $ 0.27 $ 0.77 $ 0.40
========= ========== ========= =========
Diluted earnings per share............ $ 0.51 $ 0.27 $ 0.76 $ 0.40
========= ========== ========= =========
Weighted average shares outstanding -
Basic............................ 5,250,776 4,000,000 4,832,801 4,000,000
Weighted average shares outstanding -
Diluted.......................... 5,341,348 4,000,000 4,887,301 4,000,000
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
5
<PAGE>
OYO GEOSPACE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
SIX MONTHS SIX MONTHS
ENDED ENDED
MARCH 31, 1998 MARCH 31, 1997
-------------- --------------
<S> <C> <C>
Cash flows from operating expenses:
Net income...................................... $ 3,723 $ 1,595
Adjustments to reconcile net income to net cash
provided by operating activities:
Deferred income tax.......................... (451) (109)
Depreciation and amortization................ 1,072 669
Amortization of restricted stock awards...... 120 --
Bad debt expense............................. 41 52
Effects of changes in operating assets and
liabilities:
Trade accounts and notes receivable.......... (3,432) (1,506)
Inventories.................................. (1,423) (1,399)
Prepaid expenses and other assets............ (213) 171
Accounts payable............................. 1,423 254
Accrued expenses and other................... (129) (684)
Income tax payable........................... (606) 2,023
------- -------
Net cash provided by operating activities.. 125 1,066
------- -------
Cash flows from investing activities:
Capital expenditures............................ (5,428) (1,765)
Investment in business acquisition, net of
cash acquired................................. (2,101) --
Proceeds from sale of equipment................. 130 --
------- -------
Net cash used in investing activities...... (7,399) (1,765)
------- -------
Cash flows from financing activities:
Net proceeds from initial public offering....... 14,627 --
Decrease in notes payable to banks.............. (2,407) (560)
Decrease in receivable from Parent.............. -- 2,024
------- -------
Net cash provided by financing activities.. 12,220 1,464
------- -------
Effect of exchange rate on cash.................... (49) (38)
------- -------
Increase in cash and cash equivalents.............. 4,897 727
Cash and cash equivalents, beginning of period..... 2,488 780
------- -------
Cash and cash equivalents, end of period........... $ 7,385 $ 1,507
======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
6
<PAGE>
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, 1997 has been condensed from the
Company's audited consolidated financial statements at that date. The
consolidated balance sheet at March 31, 1998, the consolidated statements of
operations for the three months and six months ended March 31, 1998 and 1997 and
the consolidated statements of cash flows for the six months ended March 31,
1998 and 1997 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, 1998 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 generally accepted accounting principles
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 Registration Statement on Form S-1 (Registration No. 333-36727) as
filed with the Securities and Exchange Commission on November 18, 1997.
2. INITIAL PUBLIC OFFERING
In November 1997, the Company completed an initial public offering (the
"Offering") of its common stock by selling 2,300,000 common shares, including
1,150,000 common shares owned by its parent, OYO Corporation U.S.A. ("OYO
U.S.A."). After deducting underwriting discounts and offering expenses, the net
proceeds from the Offering were $29.3 million, which were split equally between
the Company and OYO U.S.A. Immediately following the Offering, OYO U.S.A. held
approximately 55% of the outstanding stock of the Company.
3. EARNINGS PER COMMON SHARE
Effective October 1, 1997, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 128, Earnings Per Share ("SFAS 128"). SFAS
128 simplifies the computation of earnings per share by replacing the primary
and fully diluted presentations with the new basic and diluted presentations.
Basic earnings per common share is computed by dividing income available for
common shareholders by the weighted average number of common shares outstanding
for the period. Diluted earnings per common share is computed by dividing income
available for common shareholders by the sum of the weighted average number of
common shares outstanding and the effect of all dilutive potential common shares
outstanding for the period All prior period earnings per share amounts have been
restated to conform with SFAS No. 128.
7
<PAGE>
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:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ----------------
MARCH 31, 1998 MARCH 31, 1997 MARCH 31, 1998 MARCH 31, 1997
-------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C>
Net earnings available to common
stockholders (in thousands) ...... $ 2,750 $ 1,087 $ 3,723 $ 1,595
========== ========= ========== ==========
Divided by weighted average common
shares and common share equivalents:
Weighted average common shares 5,250,776 4,000,000 4,832,801 4,000,000
Weighted average common share
equivalents ................. 90,572 -- 54,500 --
--------- ---------- ----------
Total weighted average common shares
and common share equivalents ..... 5,341,348 4,000,000 4,887,301 4,000,000
========== ========= ========== ==========
Basic earnings per common share .... $ 0.52 $ 0.27 $ 0.77 $ 0.40
========== ========= ========== ==========
Diluted earnings per common share .. $ 0.51 $ 0.27 $ 0.76 $ 0.40
========== ========= ========== ==========
</TABLE>
4. INVENTORIES
Inventories consisted of the following (in thousands):
MARCH 31, 1998 SEPTEMBER 30, 1997
-------------- ------------------
(unaudited)
Finished goods and subcomponents $ 4,584 $ 3,385
Work in process 4,173 2,641
Raw materials 8,613 9,009
---------- ----------
$ 17,370 $ 15,035
======== ========
8
<PAGE>
5. ACQUISITION
On February 3, 1998, the Company acquired 100% of the outstanding common
stock of JRC/Concord Technologies, Inc. ("Concord") as well as certain
intellectual property related to the business of Concord from Jimmy R. Cole, Jr.
for a purchase price of $6.3 million, consisting, after adjustments, of a cash
payment of $3.5 million and the issuance of 159,120 shares of the Company's
common stock valued at approximately $2.8 million. The purchase price was
determined through arm's-length negotiations with Mr. Cole, who had no prior
relationship to the Company or any of its affiliates or directors, officers or
associates thereof. The cash portion of the purchase price was funded with a
portion of the net proceeds of the Company's initial public offering. Concord,
located in Houston, Texas, designs and manufactures equipment used in connection
with deepwater marine seismic surveys. The Company will continue the business of
Concord, including the continued devotion of its plant and other assets to its
business. Mr. Cole continues to serve as the president of Concord.
The allocation of the total purchase price, including related expenses, for
Concord based on the estimated fair value of the net assets acquired, at the
date of acquisition, is as follows:
Net tangible assets $2,805
Intangible assets 3,495
-------
Total purchase price allocation $6,300
=======
6. SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES
During the six months ended March 31, 1998, the Company increased its
additional paid-in capital by approximately $1.9 million and recorded a
corresponding increase in unearned compensation representing the issuance of
restrictive stock awards to employees which vest ratably over four years.
Components of cash used for the acquisition of Concord and intellectual
property related to the business of Concord, as reflected in the Consolidated
Statement of Cash Flows for the six months ended March 31, 1998 are as follows
(in thousands):
Fair value of current assets, net of cash acquired $2,140
Fair value of noncurrent assets 1,762
Intangible assets 3,495
Liabilities assumed (1,996)
Liability for final payment to seller (495)
Common stock issued at closing (2,805)
------
Cash paid, net of cash acquired $2,101
======
9
<PAGE>
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 the Company should be read in conjunction with the Consolidated Financial
Statements and Notes related thereto included elsewhere in this Form 10-Q.
RESULTS OF OPERATIONS
The following table sets forth for the three months and six months ended
March 31, 1998 and 1997, the percentage of certain income statement items to
total sales:
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, SIX MONTHS ENDED MARCH 31,
---------------------------- --------------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales ..................................... 100.0% 100.0% 100.0% 100.0%
Cost of sales ............................. 55.6 59.7 57.4 58.6
Gross profit .............................. 44.4 40.3 42.6 41.4
Selling, general and administrative ....... 16.7 17.9 18.5 20.5
Research and development .................. 6.1 5.7 6.4 6.5
Income from operations .................... 21.6 16.7 17.8 14.3
Other income (expense), net ............... 1.2 0.1 1.0 (0.1)
Income before provision for income
taxes ..................................... 22.8 16.8 18.7 14.2
Provision for income taxes ................ 8.3 6.3 6.9 5.4
Net income ................................ 14.5 10.4 11.8 8.9
</TABLE>
FISCAL YEAR 1998 COMPARED TO FISCAL YEAR 1997.
Sales for the three months and six months ended March 31, 1998 increased $8.6
million, or 82.7% and $13.6 million or 75.3%, from the corresponding periods of
the prior year. The increase in sales was primarily attributable to increased
demand for the Company's products and sales generated from Concord Technologies,
Inc. ("Concord"), which the Company acquired on February 3, 1998.
Cost of sales for the three months and six months ended March 31, 1998
increased $4.4 million, or 70.2% and $7.6 million or 71.6%, from the
corresponding periods of the prior year. Cost of sales decreased as a percentage
of total sales to 55.6% and 57.4%in the three months and six months ended March
31, 1998 from 59.7% and 58.6% in the corresponding periods of the prior year.
This percentage decrease was the result of increased sales of products
containing lower manufacturing costs and from the sale of products by Concord,
which have higher gross profit margins.
Selling, general and administrative expenses for the three months and six
months ended May 31, 1998 increased $1.3 million, or 70.2% and $2.1 million or
57.9%, from the corresponding period of the prior year. This increase is
primarily attributable to higher sales and the acquisition of Concord. Selling,
general and administrative expenses decreased as a percentage of total sales to
16.7% and 18.5% in the three months and six months ended March 31, 1998 from
17.9% and 20.5% in the corresponding period of the prior year, principally
reflecting the impact of high sales volume and the leveraging of certain fixed
expenses. Research and development expenses for the three months and six months
ended March 31, 1998 increased $0.5 million, or 97.0%, and $0.8 million or
72.1%, from the corresponding period of the prior year. Research and development
expenses increased as a percentage of total sales to 6.1% in the three months
ended March 31, 1998 from 5.7% in the corresponding period of the prior year,
principally resulting from the increase in research and development expenditures
targeted at new product development. Research and development expenses decreased
as a percentage of total sales to 6.4% in the six months ended March 31, 1998
from 6.5% in the corresponding period of the prior year, principally resulting
from the leveraging of such expenses over the increase in sales.
10
<PAGE>
Other income (expense), net increased as a percentage of total sales to 1.2%
and 1.0% in the three months and six months ended March 31, 1998 from 0.1% and
(0.1)% in the corresponding periods of the prior year. This increase was
primarily attributable to interest income earned on proceeds from the Company's
initial public offering (the "Offering") and a decrease in interest expense as a
result of the Company using a portion of the net proceeds of the Offering to
repay outstanding indebtedness.
The Company's effective tax rate for the three months and six months ended
March 31, 1998 was 36.5% and 36.9% compared to 37.7% in each of the
corresponding periods of the prior year. The decrease in the Company's effective
tax rate is principally the result of the implementation of certain tax
strategies designed to reduce the Company's domestic and foreign income tax
expense.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1998, the Company had $7.4 million in cash and cash equivalents.
For the six months ended March 31, 1998, cash generated from operating
activities was $0.1 million principally resulting from net income and an
increase in accounts payable offset by increases in accounts receivable and
inventory. The increases in the Company's working capital accounts are a result
of continued growth in the demand for the Company's products.
For the six months ended March 31, 1998, the Company used approximately $7.4
million in investing activities, consisting of capital expenditures of $5.4
million and a business acquisition of approximately $2.1 million, net of cash
acquired. The Company estimates that its capital expenditures in fiscal 1998
will be $11.0 million, including $3.0 million for the construction of an
additional manufacturing facility, approximately $4.4 million to purchase an
additional facility and equipment to diversify its manufacturing capability for
leader wire and telemetric cable and to consolidate the Company's geophone
manufacturing operation into such facility, and $1.5 million for the purchase of
new office space.
Financing activities for the six months ended March 31, 1998 generated $12.2
million of cash, principally resulting from the net proceeds from the Company's
initial public offering totaling $14.6 million. A portion of these proceeds were
used to repay outstanding bank borrowings of $2.4 million.
Although the Company strives to fill orders for its products within 60 days
of the date they are received, in recent months the Company has taken 90 days or
longer to deliver on certain orders due to its limited capacity to meet an
increased number and size of orders. While the increase in order fill time has
not adversely affected the Company's results of operations or liquidity, it has
limited the Company's growth in sales, thereby limiting growth in cash provided
by operations. The Company expects that its facility expansion plans will
increase its capacity and adequately address the Company's increased order fill
time. The Company also expects such expansion and increased production to result
in higher working capital requirements.
Prior to the Offering, the Company relied on various intercompany
arrangements with OYO U.S.A. for its financing requirements. Following the
Offering, OYO U.S.A. and its affiliates are no longer guaranteeing any
indebtedness for the Company's benefit. However, the Company expects to be able
to obtain new working capital lines of credit with one or more banks (which, if
secured, would be secured solely by the Company's assets). While no committed
lines of credit are currently in place, the Company is in negotiations with a
major financial institution to obtain a credit facility, under which the Company
expects to be able to borrow up to $10.0 million, which the Company expects will
be secured by accounts receivable and inventory. However, there can be no
assurance that such facilities will be available to the Company on terms the
Company considers reasonable or that such facilities will not increase the
Company's cost of capital over historical periods.
The Company is in discussions with a mortgage lender regarding a $1.0
million mortgage loan to be secured by the Company's corporate office facility.
The Company recently purchased this facility for $1.3 million in cash. At the
time the Company purchased the facility, it intended to borrow against the
facility for a portion of the purchase price. In addition, the Company is
considering the mortgage of additional facilities, including those currently
owned and for facilities it may acquire in the future. However, there can be no
assurance that the
11
<PAGE>
Company will be successful in obtaining such loans or that such loans will be
available to the Company on terms the Company considers reasonable
The Company believes that the combination of cash flow from operations,
credit facilities it expects to enter into and the net proceeds from the
Offering should provide the Company with sufficient capital resources and
liquidity to fund its operations for fiscal 1998 and support its acquisition and
expansion program. However, there can be no assurance that such sources of
capital will be sufficient to support an acquisition and expansion program in
fiscal 1998 or in the long-term or otherwise support the Company's capital
requirements, and the Company may be required to issue additional debt or equity
securities in the future to meet its capital requirements.
Inflation has not had a significant impact on the Company's operations to date.
ACQUISITION
On February 3, 1998, the Company acquired 100% of the outstanding common
stock of Concord as well as certain intellectual property related to the
business of Concord, for a purchase price of $6.3 million, consisting of a cash
payment of $3.5 million and the issuance of 159,200 shares of the Company's
common stock valued at approximately $2.8 million. The purchase price was
determined through arm's-length negotiations with Mr. Cole, who had no prior
relationship to the Company or any of its affiliates or directors, officers or
associates thereof. Concord, located in Houston, Texas, designs and manufactures
equipment used in connection with deepwater marine seismic surveys. The Company
will continue the business of Concord, including the continued devotion of its
plant and other assets to its business.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 1997, the FASB issued Statement of Financial Accounting Standards No.
130, "Reporting Comprehensive Income" ("SFAS 130"). SFAS 130 establishes
standards for reporting and display of comprehensive income and its components
(revenues, expenses, gains and losses) in a full set of general-purpose
financial statements. It requires (a) classification of the components of other
comprehensive income by their nature in a financial statement and (b) the
display of the accumulated balance of the other comprehensive income separate
from retained earnings and additional paid-in capital in the equity section of a
statement of financial position. SFAS 130 is effective for years beginning after
December 15, 1997 and is not expected to have a material impact on the Company's
financial statements.
In June 1997, the FASB issued Statement of Financial Accounting Standards No.
131, "Disclosure about Segments of an Enterprise and Related Information" ("SFAS
131"). SFAS 131 establishes standards for reporting information about operating
segments in annual financial statements and requires selected information about
operating segments in interim financial reports issued to shareholders. It also
establishes standards for related disclosures about products and services,
geographic areas and major customers. SFAS 131 is effective for financial
statements for periods beginning after December 15, 1997 and is not expected to
have a material impact on the Company's financial statements.
In February 1998, the FASB issued Statement of Financial Accounting Standards
No. 132, "Employers' Disclosure about Pensions and Other Postretirement
Benefits" ("SFAS 132). SFAS 132 standardizes the disclosure requirements for
pensions and other postretirement benefits to the extent practicable. It also
requires additional information on changes in the benefit obligations and fair
values of plan assets. SFAS 132 is effective for years beginning after December
15, 1997 and is not expected to have a material impact on the Company's
financial statements.
FORWARD LOOKING STATEMENTS
12
<PAGE>
This Form 10-Q includes "forward-looking" statements which are subject to the
"Safe Harbor" provisions of Section 27A of the Securities Exchange 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, the Company's future financial position,
business strategy and other plans and objectives for future operations, are
forward-looking statements. Although the Company believes the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct, and actual
results may differ materially from such forward-looking statements. Additional
important factors that could cause actual results to differ materially from the
Company's expectations are disclosed in the Company's Registration Statement on
Form S-1 (Reg. No. 333-36727), filed with the Securities and Exchange
Commission, under the heading "Risk Factors" and elsewhere. Further, all written
and verbal forward-looking statements attributable to the Company or persons
acting on its behalf are expressly qualified in their entirety by such factors.
13
<PAGE>
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
(d) The Company completed an initial public offering (the "Offering") of its
common stock, par value $.01 per share ("Common Stock") pursuant to a
Registration Statement on Form S-1 (Registration No. 333-36727) (the
"Registration Statement"), which was declared effective by the Securities and
Exchange Commission at 11:00 a.m.
Eastern Standard Time on November 20, 1997.
The net proceeds of the Offering to the Company were approximately $14.6
million. From the effective date of the Registration Statement through March 31,
1998, the Company used a portion of the net proceeds of the Offering to repay
$4.9 million of outstanding indebtedness, including $1.5 million of which was
outstanding as of September 30, 1997. The Company incurred additional
indebtedness of $2.5 million from October 1, 1997 to November 26, 1997, which
resulted from the Company's growing working capital needs, primarily to fund
increases in accounts receivable and inventories resulting from increases in
sales, as well as to pay fiscal 1997 accrued bonuses. The remaining indebtedness
was incurred by Concord prior to the acquisition. The Company used $3.5 million
of the net proceeds of the Offering in connection with the acquisition of
Concord. See "Acquisition" above. The remaining net proceeds of the Offering
have been invested in short-term securities.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The following exhibits are filed with this Quarterly Report.
15.1 Awareness Letter of Independent Accountants
27.1 Financial Data Schedule
(b) The Company did not file any reports on Form 8-K during the quarter for
which this report is filed.
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities 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, 1998 By: /s/ Gary D. Owens
Gary D. Owens, Chairman of the Board
President and Chief Executive Officer
(duly authorized officer)
Date: May 7, 1998 By: /s/ Thomas T. McEntire
Thomas T. McEntire
Chief Financial Officer
(principal financial officer)
15
EXHIBIT 15.1
AWARENESS LETTER OF INDEPENDENT ACCOUNTANTS
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: OYO Geospace Corporation
Registration on Form S-8
We are aware that our report dated April 28, 1998, on our review of interim
financial information of OYO Geospace Corporation as of and for the three months
and six months ended March 31, 1998, and included in the Company's quarterly
report on Form 10-Q for the quarter then ended is incorporated by reference in
the Company's registration statement on Form S-8 (333-40893). Pursuant to Rule
436(c) under the Securities Act of 1933, this report should not be considered a
part of the registration statement prepared or certified by us within the
meaning of Sections 7 and 11 of that Act.
/s/ COOPERS & LYBRAND L.L.P.
Houston, Texas
May 5, 1998
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