<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the Quarterly Period Ended December 31, 1999
[ ] 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 5,502,513 shares of the Registrant's Common Stock outstanding as of
the close of business on February 7, 2000.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page
------------------------------ Number
------
<S> <C>
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations 9
PART II. OTHER INFORMATION
- ---------------------------
Item 6. Exhibits and Reports on Form 8-K 13
</TABLE>
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 December 31, 1999, and the related
consolidated statements of operations for the three months ended December 31,
1999 and 1998, and the consolidated statements of cash flows for the three
months ended December 31, 1999 and 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 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.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of September 30, 1999, 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 5, 1999, 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, 1999, 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
January 21, 2000
3
<PAGE>
OYO GEOSPACE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
ASSETS DECEMBER 31, 1999 SEPTEMBER 30, 1999
------------------ -------------------
(unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents..................................... $ 4,257 $ 5,280
Trade accounts and current portion of notes receivable, net... 9,943 7,770
Inventories................................................... 21,682 21,941
Deferred income tax........................................... 1,853 1,864
Prepaid expenses and other.................................... 1,488 1,394
------- -------
Total current assets....................................... 39,223 38,249
Rental equipment, net........................................... 2,161 1,654
Property, plant and equipment, net.............................. 17,109 17,060
Goodwill and other intangible assets, net....................... 5,497 5,598
Deferred income tax............................................. 593 729
Other assets.................................................... 155 129
------- -------
Total assets............................................... $64,738 $63,419
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable and current maturities of long-term debt........ $ 187 $ 169
Accounts payable.............................................. 3,914 2,792
Accrued expenses and other.................................... 2,684 2,630
Income tax payable............................................ 164 319
------- -------
Total current liabilities.................................. 6,949 5,910
Long-term debt.................................................. 4,119 4,182
Deferred income tax............................................. 1,844 1,929
------- -------
Total liabilities.......................................... 12,912 12,021
------- -------
Stockholders' equity:
Preferred stock............................................... - -
Common stock.................................................. 55 55
Additional paid-in capital.................................... 29,914 29,914
Retained earnings............................................. 23,485 23,066
Accumulated other comprehensive loss.......................... (575) (456)
Unearned compensation-restricted stock awards................. (1,053) (1,181)
------- -------
Total stockholders' equity................................. 51,826 51,398
------- -------
Total liabilities and stockholders' equity................. $64,738 $63,419
======= =======
</TABLE>
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 THREE MONTHS
ENDED ENDED
DECEMBER 31, 1999 DECEMBER 31, 1998
------------------ ------------------
<S> <C> <C>
Sales............................................ $ 12,795 $ 11,076
Cost of sales.................................... 8,413 6,752
---------- ----------
Gross profit..................................... 4,382 4,324
Operating expenses:
Selling, general and administrative expenses... 2,431 2,515
Research and development expenses.............. 1,336 1,658
---------- ----------
Total operating expenses.................... 3,767 4,173
---------- ----------
Income from operations........................... 615 151
Other income (expense):
Interest expense............................... (77) (51)
Interest income................................ 80 30
Other, net..................................... 26 47
---------- ----------
Total other income (expense), net........... 29 26
---------- ----------
Income before income taxes....................... 644 177
Income tax expense............................... 225 62
---------- ----------
Net income....................................... $ 419 $ 115
========== ==========
Basic earnings per share......................... $ 0.08 $ 0.02
========== ==========
Diluted earnings per share....................... $ 0.08 $ 0.02
========== ==========
Weighted average shares outstanding - Basic...... 5,409,837 5,338,096
Weighted average shares outstanding - Diluted.... 5,474,332 5,420,402
</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>
THREE MONTHS THREE MONTHS
ENDED ENDED
DECEMBER 31, 1999 DECEMBER 31, 1998
------------------ -------------------
<S> <C> <C>
Cash flows from operating expenses:
Net income.................................................. $ 419 $ 115
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Deferred income tax....................................... 62 (327)
Depreciation and amortization............................. 829 905
Amortization of restricted stock awards................... 128 150
Bad debt expense.......................................... 79 323
Effects of changes in operating assets and liabilities:
Trade accounts and notes receivable....................... (2,252) 2,100
Inventories............................................... 259 (1,667)
Prepaid expenses and other assets......................... (94) 24
Accounts payable.......................................... 1,121 (352)
Accrued expenses and other................................ (23) (2,783)
Income tax payable........................................ (155) (20)
------- -------
Net cash provided by (used in) operating activities..... 373 (1,532)
------- -------
Cash flows from investing activities:
Capital expenditures........................................ (1,307) (1,827)
Purchase of business, net of cash acquired.................. - (1,000)
Proceeds from sale of equipment............................. 75 317
------- -------
Net cash used in investing activities................... (1,232) (2,510)
------- -------
Cash flows from financing activities:
Increase in notes payable................................... - 8,000
Principal payments on notes payable......................... (45) (5,774)
------- -------
Net cash provided by (used in) financing activities..... (45) 2,226
------- -------
Effect of exchange rate changes on cash...................... (119) (1)
------- -------
Decrease in cash and cash equivalents........................ (1,023) (1,817)
Cash and cash equivalents, beginning of period............... 5,280 3,970
------- -------
Cash and cash equivalents, end of period..................... $ 4,257 $ 2,153
======= =======
</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, 1999, has been derived from the
Company's audited consolidated financial statements at that date. The
consolidated balance sheet at December 31, 1999, and the consolidated statements
of operations for the three months ended December 31, 1999 and 1998, and the
consolidated statements of cash flows for the three months ended December 31,
1999 and 1998, 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 ended December 31, 1999, 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 Annual Report on Form 10-K for the year ended September 30, 1999.
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:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-------------------------------------
DECEMBER 31, 1999 DECEMBER 31, 1998
----------------- -----------------
<S> <C> <C>
Net earnings available to common
stockholders (in thousands) $ 419 $ 115
========== ==========
Weighted average common shares outstanding 5,409,837 5,338,096
Weighted average common share equivalents
outstanding 64,495 82,306
---------- ----------
Weighted average common shares and common
share equivalents outstanding 5,474,332 5,420,402
========== ==========
Basic earnings per common share $ 0.08 $ 0.02
========== ==========
Diluted earnings per common share $ 0.08 $ 0.02
========== ==========
</TABLE>
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):
7
<PAGE>
OYO GEOSPACE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
---------------------------------------
DECEMBER 31, 1999 DECEMBER 31, 1998
------------------ ------------------
<S> <C> <C>
Net income $ 419 $115
Foreign currency translation adjustments (119) (32)
----- ----
Total comprehensive income $ 300 $ 83
===== ====
</TABLE>
4. INVENTORIES
Inventories consisted of the following (in thousands):
DECEMBER 31, 1999 SEPTEMBER 30, 1999
----------------- ------------------
Finished goods $ 2,523 $ 3,070
Work in process 3,845 2,639
Raw materials 15,314 16,232
------- -------
$21,682 $21,941
======= =======
5. SEGMENT AND GEOGRAPHIC INFORMATION
The Company manages its business and makes decisions with respect to the
deployment of resources on a single consolidated product-line basis. The
Company has one reportable segment comprised of operations in the United States,
Canada and the United Kingdom.
8
<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
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 and the commercial graphics industry. 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.
The seismic data acquisition industry suffered a substantial downturn in
fiscal 1999, which adversely impacted our operations. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Demand for Our Products is Volatile; Industry Conditions Currently are
Uncertain".
RESULTS OF OPERATIONS
The following table sets forth for the three months ended December 31, 1999
and 1998, the percentage of certain statement of operations items to total
sales:
<TABLE>
<CAPTION>
Three Months Ended December 31,
--------------------------------------------------
1999 1998
------------------------- ----------------------
<S> <C> <C>
Sales................................................................. 100.0% 100.0%
Cost of sales......................................................... 65.8 61.0
Gross profit.......................................................... 34.2 39.0
Selling, general and administrative................................... 19.0 22.6
Research and development.............................................. 10.4 15.0
Income from operations................................................ 4.8 1.4
Other income (expense), net........................................... 0.2 0.2
Income before provision for income taxes.............................. 5.0 1.6
Provision for income taxes............................................ 1.7 0.6
Net income............................................................ 3.3 1.0
</TABLE>
9
<PAGE>
Fiscal Year 2000 Compared to Fiscal Year 1999.
Sales for the three months ended December 31, 1999 increased $1.7 million, or
15.5% from the corresponding period of the prior year. The increase in sales
was primarily due to an increase in demand in the Canadian marketplace for our
land-based seismic products. In addition, we increased sales of our thermal
imaging products targeted at the commercial graphics industry.
Cost of sales for the three months ended December 31, 1999 increased $1.7
million, or 24.6% from the corresponding period of the prior year. Cost of sales
increased as a percentage of total sales to 65.8% in the three months ended
December 31, 1999 from 61.0% in the corresponding periods of the prior year.
This percentage increase was generally attributable to the sales mix in the
current quarter containing a greater percentage of our land-based seismic
products, which generally have lower gross profit margins than our marine-based
seismic and thermal imaging products. In addition, we have experienced
competitive pricing pressures on our land-based seismic products as a result of
recent industry conditions.
Selling, general and administrative expenses for the three months ended
December 31, 1999 decreased $84,000, or 3.3% from the corresponding period of
the prior year. Selling, general and administrative expenses decreased as a
percentage of total sales to 19.0% in the three months ended December 31, 1999
from 22.6% in the corresponding period of the prior year, primarily reflecting
the impact of lower bad debt expense and our efforts to reduce costs in response
to industry conditions for the three months ended December 31, 1999.
Research and development expenses for the three months ended December 31, 1999
decreased $0.3 million, or 19.4%, from the corresponding period of the prior
year. Research and development expenses decreased as a percentage of total
sales to 10.4% in the three months ended December 31, 1999 from 15.0% in the
corresponding period of the prior year, reflecting a decrease in the cost of
materials and supplies consumed in product development activities.
Our effective tax rate for both periods was 35%.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1999, we had $4.3 million in cash and cash equivalents. For
the three months ended December 31, 1999, we generated $0.4 million of cash in
operating activities principally resulting from our net income adjusted for
noncash expenses and an increase in trade accounts payable. The generation of
cash was partially offset by an increase in trade accounts and notes receivable.
For the three months ended December 31, 1999, we used approximately $1.2
million of cash in investing activities, including $1.3 million in capital
expenditures which was partially offset by $0.1 million of proceeds from the
sale of equipment. We estimate that total capital expenditures in fiscal 2000
will be approximately $5.0 million.
For the three months ended December 31, 1999, we used $45,000 of cash in
financing activities resulting from principal payments on long-term mortgage
notes payable.
We have a working capital line of credit, under which we are able to borrow up
to $10.0 million secured by our accounts receivable and inventory. The credit
facility expires in June 2000, although we expect to extend or replace the
facility before its scheduled expiration. Our credit facility prohibits us from
paying cash dividends on our common stock, limits our capital expenditures,
limits our additional indebtedness to $7.5 million, requires us to maintain
certain financial ratios and contains other customary covenants. There were no
outstanding lines of credit at December 31, 1999 and borrowing availability was
$10.0 million.
We believe that the combination of cash flow from operations and borrowing
availability under our credit facility should provide us with sufficient capital
resources and liquidity to fund our planned operations through fiscal 2000.
However, there can be no assurance that these sources of capital will be
sufficient to support our capital requirements in the long-term, and we may be
required to issue additional debt or equity securities in the future to meet our
capital requirements.
10
<PAGE>
YEAR 2000 ISSUES
The "Year 2000 problem" is the result of computer programs being written using
two digits rather than four to define the applicable year. Any computer
programs having time-sensitive software may recognize a date using "00" as the
year 1900 rather than the year 2000. This could result in a major system
failure or miscalculations in affected computer and operational systems.
We do not expect that we will incur material future expenditures in
discovering and addressing any Year 2000 problems we may have. However, the
Year 2000 problem may impact customers, suppliers, shippers and other entities
with which we transact business, and we cannot predict the effect of the Year
2000 problem on those entities or how those entities' Year 2000 problems may
indirectly effect us, despite those entities' assurances of their Year 2000
readiness.
Further, our customers may use our seismic products in conjunction with data
acquisition systems that we did not manufacture. If those systems were to have
Year 2000 problems, it is possible that some of our customers would be unable to
engage in seismic data acquisition, which could result in a decrease in demand
for our products.
As of February 7, 2000, no Year 2000 problems have been reported internally or
by our customers or suppliers. Based on the current information, we do not
expect to encounter problems associated with the Year 2000 problem.
THE FOREGOING STATEMENTS ARE INTENDED TO BE AND ARE HEREBY DESIGNATED "YEAR
2000 READINESS DISCLOSURE" WITHIN THE MEANING OF THE YEAR 2000 INFORMATION AND
READINESS ACT.
FORWARD LOOKING STATEMENTS
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,
1999 under the headings "Forward-Looking Statements" and "Risk Factors".
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.
11
<PAGE>
DEMAND FOR OUR PRODUCTS IS VOLATILE; INDUSTRY CONDITIONS CURRENTLY ARE UNCERTAIN
Fiscal 1999 was a particularly challenging year for the seismic industry as
low oil and gas prices delayed land exploration activities and caused seismic
contractors to consolidate crews and stack equipment. We believe the recent
improvement in oil and gas prices should result in an increase in geophysical
activity in fiscal 2000, but we expect that the industry will continue to be
cautious until it becomes apparent that oil and gas prices have stabilized at
levels adequate to sustain profitability.
Demand for our products used in the acquisition and processing of seismic data
is dependent primarily upon the level of worldwide oil and gas exploration
activity. That activity, in turn, is dependent primarily upon the stability of
prevailing oil and gas prices. After a volatile and generally depressed price
environment in 1998, oil prices opened fiscal 1999 at moderate levels and
dropped sharply. The West Texas Intermediate Crude index (the "WTI Index")
reached nearly $16 per barrel on September 30, 1998, and fell sharply in October
and November to remain between $10 and $12 per barrel throughout the winter.
This rapid decline in oil prices forced most major oil companies to
significantly reduce their exploration budgets in 1999 which, in turn, caused
most seismic contractors (our primary customers) to significantly reduce the
number of operational crews performing seismic related activities. This crew
reduction resulted in large amounts of under utilized or idle seismic equipment
in the marketplace.
Beginning in March 1999, oil prices rose steadily, in part as a result of
production quotas imposed by OPEC nations, with the WTI Index breaking $30 per
barrel in late January 2000. However, these commodity price increases have not
yet resulted in a significant recovery of demand for our products in the seismic
marketplace. Until the number of operational seismic crews increases
significantly and until idle seismic equipment is again utilized, we believe our
seismic equipment sales may remain at depressed levels. Further, if oil and gas
prices return to lower levels, our sales may further decline.
The recent industry environment has resulted in, and may continue to result
in, competitive pricing pressures on our land-based seismic products. We intend
to respond competitively to these market forces in order to maintain, or
improve, our market share. In addition, the recent industry environment has
resulted in, and may continue to result in, a greater percentage of our sales
being attributable to certain consumable land-based seismic products that
historically have provided lower gross profit margins. Further, if overall
sales decrease, our manufacturing costs per unit increase as fixed costs are
allocated over fewer units. The combination of these factors may result in
lower gross profit margins in future periods.
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 December 31, 1999, our bad debt allowance was $0.5 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 can not assure
you that this allowance will be adequate to cover every potential bad debt
exposure.
12
<PAGE>
PART II - OTHER INFORMATION
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.
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OYO GEOSPACE CORPORATION
Date: February 7, 2000 By: /s/ Gary D. Owens
----------------------------------
Gary D. Owens, Chairman of the Board
President and Chief Executive Officer
(duly authorized officer)
Date: February 7, 2000 By: /s/ Thomas T. McEntire
----------------------------------
Thomas T. McEntire
Chief Financial Officer
(principal financial officer)
14
<PAGE>
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 January 21, 2000, on our review of interim
financial information of OYO Geospace Corporation as of December 31, 1999 and
for the three months ended December 31, 1999 and 1998, and included in the
Company's quarterly report on Form 10-Q for the quarter ended December 31, 1999
is incorporated by reference in the Company's registration statement on Form S-8
(333-80003). 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/ PricewaterhouseCoopers LLP
Houston, Texas
January 21, 2000
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-END> DEC-31-1999
<CASH> 4,257
<SECURITIES> 0
<RECEIVABLES> 10,491
<ALLOWANCES> 548
<INVENTORY> 21,682
<CURRENT-ASSETS> 39,223
<PP&E> 30,709
<DEPRECIATION> 11,439
<TOTAL-ASSETS> 64,738
<CURRENT-LIABILITIES> 6,949
<BONDS> 4,119
0
0
<COMMON> 55
<OTHER-SE> 51,771
<TOTAL-LIABILITY-AND-EQUITY> 64,738
<SALES> 12,795
<TOTAL-REVENUES> 12,795
<CGS> 8,413
<TOTAL-COSTS> 3,767
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 79
<INTEREST-EXPENSE> 77
<INCOME-PRETAX> 644
<INCOME-TAX> (225)
<INCOME-CONTINUING> 419
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 419
<EPS-BASIC> 0.08
<EPS-DILUTED> 0.08
</TABLE>
