##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q







|x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------------

for the Quarterly Period Ended June 30, 2009 OR



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

for the transition period from  to

Commission file number 001-13601





OYO GEOSPACE CORPORATION

(Exact Name of Registrant as Specified in Its
Charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 76-0447780                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)

7007 Pinemont Drive

Houston, Texas 77040-6601

(Address of Principal Executive Offices) (Zip Code)

(713) 986-4444

(Registrants telephone number, including area code)





Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule
12b-2 of the Exchange Act. (Check one):



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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

There were 5,963,708 shares of the Registrants Common Stock outstanding as of the close of business on August 3, 2009.









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##### Table of Contents

Table of Contents



|                              |  |                                                                                               |  |   
|----------------------------- |  | --------------------------------------------------------------------------------------------- |  | --
|                              |  | PageNumber                                                                                   
|PART I. FINANCIAL INFORMATION |  |                                                                                              
|                              |  |                                                                                              
|                              |  | Item 1. Financial Statements                                                                  |  | 3 
|                              |  |                                                                                              
|                              |  | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 13
|                              |  |                                                                                              
|                              |  | Item 3. Quantitative and Qualitative Disclosures about Market Risk                            |  | 22
|                              |  |                                                                                              
|                              |  | Item 4. Controls and Procedures                                                               |  | 23
|                              | 
|PART II. OTHER INFORMATION    |  |                                                                                              
|                              |  |                                                                                              
|                              |  | Item 1. Legal Proceedings                                                                     |  | 24
|                              |  |                                                                                              
|                              |  | Item 1A. Risk Factors                                                                         |  | 24
|                              |  |                                                                                              
|                              |  | Item 6. Exhibits                                                                              |  | 24



2



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##### Table of Contents

PART IFINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

OYO GEOSPACE CORPORATION
AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands)



|                                                       |  |               |         |   |                    |   |        
|------------------------------------------------------ |  | ------------- | ------- | - | ------------------ | - | -------
|                                                       |  | June 30, 2009 |         |   | September 30, 2008
|                                                       |  | (unaudited)   |         |   |                   
|ASSETS                                                 |  |               |         |   |                    |   |        
|                                                       |  |              
|Current assets:                                        |  |               |         |   |                    |   |        
|Cash and cash equivalents                              |  | $             | 1,554   |   |                    | $ | 1,562  
|Trade accounts receivable, net                         |  |               | 9,311   |   |                    |   | 21,546 
|Current portion of notes receivable, net               |  |               | 12,801  |   |                    |   | 10,874 
|Inventories, net                                       |  |               | 62,715  |   |                    |   | 64,396 
|Deferred income tax asset                              |  |               | 4,053   |   |                    |   | 2,931  
|Prepaid expenses and other current assets              |  |               | 1,842   |   |                    |   | 2,635  
|                                                       |  |               |         |   |                    |   |        
|                                                       |  |              
|Total current assets                                   |  |               | 92,276  |   |                    |   | 103,944
|                                                       |  |              
|Rental equipment, net                                  |  |               | 3,731   |   |                    |   | 3,014  
|Property, plant and equipment, net                     |  |               | 37,692  |   |                    |   | 40,543 
|Patents, net                                           |  |               | 867     |   |                    |   | 1,057  
|Goodwill                                               |  |               | 1,843   |   |                    |   | 1,843  
|Non-current deferred income tax asset                  |  |               | 123     |   |                    |   | 624    
|Non-current notes receivable, net                      |  |               | 251     |   |                    |   | 7,146  
|Other assets                                           |  |               | 1,325   |   |                    |   | 1,209  
|                                                       |  |               |         |   |                    |   |        
|                                                       |  |              
|Total assets                                           |  | $             | 138,108 |   |                    | $ | 159,380
|                                                       |  |               |         |   |                    |   |        
|                                                       |  |              
|LIABILITIES AND STOCKHOLDERS EQUITY                   |  |               |         |   |                    |   |        
|                                                       |  |              
|Current liabilities:                                   |  |               |         |   |                    |   |        
|Book overdrafts                                        |  | $             |        |   |                    | $ | 35     
|Notes payable and current maturities of long-term debt |  |               | 723     |   |                    |   | 709    
|Accounts payable trade                                 |  |               | 2,819   |   |                    |   | 8,210  
|Accrued expenses and other current liabilities         |  |               | 5,111   |   |                    |   | 9,922  
|Deferred revenue                                       |  |               | 346     |   |                    |   | 962    
|Deferred income tax liability                          |  |               | 44      |   |                    |   | 78     
|Income tax payable                                     |  |               | 116     |   |                    |   | 1,553  
|                                                       |  |               |         |   |                    |   |        
|                                                       |  |              
|Total current liabilities                              |  |               | 9,159   |   |                    |   | 21,469 
|                                                       |  |              
|Long-term debt, net of current maturities              |  |               | 9,004   |   |                    |   | 19,526 
|Non-current deferred income tax liabilities            |  |               | 691     |   |                    |   | 1,022  
|                                                       |  |               |         |   |                    |   |        
|                                                       |  |              
|Total liabilities                                      |  |               | 18,854  |   |                    |   | 42,017 
|                                                       |  |               |         |   |                    |   |        
|                                                       |  |              
|Commitments and contingencies                          |  |               |         |   |                    |   |        
|                                                       |  |              
|Stockholders equity:                                  |  |               |         |   |                    |   |        
|Preferred stock                                        |  |               |        |   |                    |   |       
|Common stock                                           |  |               | 60      |   |                    |   | 59     
|Additional paid-in capital                             |  |               | 42,662  |   |                    |   | 42,030 
|Retained earnings                                      |  |               | 77,356  |   |                    |   | 73,780 
|Accumulated other comprehensive income (loss)          |  |               | (824    | ) |                    |   | 1,494  
|                                                       |  |               |         |   |                    |   |        
|                                                       |  |              
|Total stockholders equity                             |  |               | 119,254 |   |                    |   | 117,363
|                                                       |  |               |         |   |                    |   |        
|                                                       |  |              
|Total liabilities and stockholders equity             |  | $             | 138,108 |   |                    | $ | 159,380
|                                                       |  |               |         |   |                    |   |        

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



3



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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, 2009      |           |   | June 30, 2008     |   |           | June 30, 2009 |  |   | June 30, 2008 |  
|                                            |  |                    |           |  
|Sales                                       |  | $                  | 20,790    |   |                   | $ | 35,590    |               |  | $ | 70,155        |   |  | $ | 104,011   |  
|Cost of sales                               |  |                    | 13,715    |   |                   |   | 21,459    |               |  |   | 47,918        |   |  |   | 68,358    |  
|                                            |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|                                            |  |                    |           |  
|Gross profit                                |  |                    | 7,075     |   |                   |   | 14,131    |               |  |   | 22,237        |   |  |   | 35,653    |  
|                                            |  |                    |           |  
|Operating expenses:                         |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Selling, general and administrative         |  |                    | 3,363     |   |                   |   | 4,298     |               |  |   | 10,483        |   |  |   | 12,974    |  
|Research and development                    |  |                    | 1,979     |   |                   |   | 2,622     |               |  |   | 5,789         |   |  |   | 6,852     |  
|Bad debt expense                            |  |                    | 524       |   |                   |   | 991       |               |  |   | 435           |   |  |   | 1,037     |  
|                                            |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Total operating expenses                    |  |                    | 5,866     |   |                   |   | 7,911     |               |  |   | 16,707        |   |  |   | 20,863    |  
|                                            |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|                                            |  |                    |           |  
|Gain on sale of assets                      |  |                    |          |   |                   |   | 7         |               |  |   | 7             |   |  |   | 723       |  
|                                            |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|                                            |  |                    |           |  
|Income from operations                      |  |                    | 1,209     |   |                   |   | 6,227     |               |  |   | 5,537         |   |  |   | 15,513    |  
|                                            |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|                                            |  |                    |           |  
|Other income (expense):                     |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Interest expense                            |  |                    | (108      | ) |                   |   | (217      | )             |  |   | (519          | ) |  |   | (652      | )
|Interest income                             |  |                    | 130       |   |                   |   | 258       |               |  |   | 766           |   |  |   | 983       |  
|Foreign exchange gains (losses)             |  |                    | 104       |   |                   |   | (41       | )             |  |   | (457          | ) |  |   | (57       | )
|Other, net                                  |  |                    | (35       | ) |                   |   | (2        | )             |  |   | (98           | ) |  |   | (12       | )
|                                            |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|                                            |  |                    |           |  
|Total other income (expense), net           |  |                    | 91        |   |                   |   | (2        | )             |  |   | (308          | ) |  |   | 262       |  
|                                            |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|                                            |  |                    |           |  
|Income before income taxes                  |  |                    | 1,300     |   |                   |   | 6,225     |               |  |   | 5,229         |   |  |   | 15,775    |  
|Income tax expense                          |  |                    | 293       |   |                   |   | 1,891     |               |  |   | 1,653         |   |  |   | 4,923     |  
|                                            |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|                                            |  |                    |           |  
|Net income                                  |  | $                  | 1,007     |   |                   | $ | 4,334     |               |  | $ | 3,576         |   |  | $ | 10,852    |  
|                                            |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|                                            |  |                    |           |  
|Basic earnings per share                    |  | $                  | 0.17      |   |                   | $ | 0.73      |               |  | $ | 0.60          |   |  | $ | 1.84      |  
|                                            |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|                                            |  |                    |           |  
|Diluted earnings per share                  |  | $                  | 0.17      |   |                   | $ | 0.71      |               |  | $ | 0.59          |   |  | $ | 1.78      |  
|                                            |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|                                            |  |                    |           |  
|Weighted average shares outstandingBasic   |  |                    | 5,946,955 |   |                   |   | 5,907,793 |               |  |   | 5,940,200     |   |  |   | 5,902,155 |  
|                                            |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Weighted average shares outstandingDiluted |  |                    | 6,065,989 |   |                   |   | 6,127,952 |               |  |   | 6,063,621     |   |  |   | 6,111,558 |  
|                                            |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  

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



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OYO GEOSPACE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



|                                                                                            |  |                               |        |   |                               |   |         |  
|------------------------------------------------------------------------------------------- |  | ----------------------------- | ------ | - | ----------------------------- | - | ------- | -
|                                                                                            |  | Nine MonthsEndedJune 30, 2009 |        |   | Nine MonthsEndedJune 30, 2008 |  
|                                                                                            |  |                              
|Cash flows from operating activities:                                                       |  |                               |        |   |                               |   |         |  
|Net income                                                                                  |  | $                             | 3,576  |   |                               | $ | 10,852  |  
|Adjustments to reconcile net income to net cash provided by (used in) operating activities: |  |                               |        |   |                               |   |         |  
|Deferred income tax expense (benefit)                                                       |  |                               | 210    |   |                               |   | (501    | )
|Depreciation                                                                                |  |                               | 3,722  |   |                               |   | 3,174   |  
|Amortization                                                                                |  |                               | 185    |   |                               |   | 184     |  
|Stock-based compensation expense                                                            |  |                               | 201    |   |                               |   | 25      |  
|Bad debt expense                                                                            |  |                               | 435    |   |                               |   | 1,037   |  
|Inventory obsolescence reserve                                                              |  |                               | 905    |   |                               |   | 653     |  
|(Gain) loss on disposal of property, plant and equipment                                    |  |                               | 7      |   |                               |   | (707    | )
|Effects of changes in operating assets and liabilities:                                     |  |                               |        |   |                               |   |         |  
|Trade accounts and notes receivable                                                         |  |                               | 16,063 |   |                               |   | (16,241 | )
|Inventories                                                                                 |  |                               | (2,194 | ) |                               |   | (10,443 | )
|Prepaid expenses and other assets                                                           |  |                               | 505    |   |                               |   | 29      |  
|Accounts payable trade                                                                      |  |                               | (5,238 | ) |                               |   | 1,236   |  
|Accrued expenses and other                                                                  |  |                               | (5,504 | ) |                               |   | (45     | )
|Deferred revenue                                                                            |  |                               | (556   | ) |                               |   | (1,004  | )
|Income tax payable                                                                          |  |                               | (1,429 | ) |                               |   | (697    | )
|                                                                                            |  |                               |        |   |                               |   |         |  
|                                                                                            |  |                              
|Net cash provided by (used in) operating activities                                         |  |                               | 10,888 |   |                               |   | (12,448 | )
|                                                                                            |  |                               |        |   |                               |   |         |  
|                                                                                            |  |                              
|Cash flows from investing activities:                                                       |  |                               |        |   |                               |   |         |  
|Proceeds from the sale of property, plant and equipment                                     |  |                               | 23     |   |                               |   | 736     |  
|Capital expenditures                                                                        |  |                               | (1,382 | ) |                               |   | (6,799  | )
|                                                                                            |  |                               |        |   |                               |   |         |  
|Net cash used in investing activities                                                       |  |                               | (1,359 | ) |                               |   | (6,063  | )
|                                                                                            |  |                               |        |   |                               |   |         |  
|                                                                                            |  |                              
|Cash flows from financing activities:                                                       |  |                               |        |   |                               |   |         |  
|Change in book overdrafts                                                                   |  |                               | (35    | ) |                               |   | 97      |  
|Net borrowings (principal payments) under line of credit                                    |  |                               | (9,978 | ) |                               |   | 11,964  |  
|Borrowings under mortgage loans                                                             |  |                               |       |   |                               |   | 8,800   |  
|Principal payments on mortgage loans                                                        |  |                               | (530   | ) |                               |   | (2,914  | )
|Excess tax benefit from share-based compensation                                            |  |                               | 192    |   |                               |   | 442     |  
|Proceeds from exercise of stock options                                                     |  |                               | 365    |   |                               |   | 449     |  
|                                                                                            |  |                               |        |   |                               |   |         |  
|                                                                                            |  |                              
|Net cash provided by (used in) financing activities                                         |  |                               | (9,986 | ) |                               |   | 18,838  |  
|                                                                                            |  |                               |        |   |                               |   |         |  
|                                                                                            |  |                              
|Effect of exchange rate changes on cash                                                     |  |                               | 449    |   |                               |   | (282    | )
|                                                                                            |  |                               |        |   |                               |   |         |  
|                                                                                            |  |                              
|Increase (decrease) in cash and cash equivalents                                            |  |                               | (8     | ) |                               |   | 45      |  
|                                                                                            |  |                              
|Cash and cash equivalents, beginning of period                                              |  |                               | 1,562  |   |                               |   | 3,013   |  
|                                                                                            |  |                               |        |   |                               |   |         |  
|                                                                                            |  |                              
|Cash and cash equivalents, end of period                                                    |  | $                             | 1,554  |   |                               | $ | 3,058   |  
|                                                                                            |  |                               |        |   |                               |   |         |  

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



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OYO GEOSPACE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

1. Significant Accounting Policies

Basis of Presentation

The
consolidated balance sheet of OYO Geospace Corporation and its subsidiaries (the Company) at September 30, 2008 was derived from the Companys audited consolidated financial statements at that date. The consolidated balance
sheet at June 30, 2009 and the consolidated statements of operations for the three and nine months ended June 30, 2009 and 2008, and the consolidated statements of cash flows for the nine months ended June 30, 2009 and 2008 were
prepared by the Company without audit. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary to present fairly the consolidated financial position, results of operations and cash flows were made. The
results of operations for the three and nine months ended June 30, 2009 are not necessarily indicative of the operating results for a full year or of future operations.

Certain information and footnote disclosures normally included in financial statements presented in accordance with accounting principles generally
accepted in the United States of America were omitted. The accompanying consolidated financial statements should be read in conjunction with the financial statements and notes thereto contained in the Companys Annual Report on Form 10-K for
the year ended September 30, 2008.

Certain amounts previously presented in the consolidated financial statements have been
reclassified to conform to the current year presentation.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original or remaining maturity at the time of purchase of three months or less to be
cash equivalents.

Financial Instruments

Fair value estimates are made at discrete points in time based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined
with precision. The Company believes that the carrying amounts of its financial instruments, consisting of cash and cash equivalents, accounts and notes receivable and accounts payable, approximate the fair values of such items as a result of the
relative short term nature of such items. The carrying value of long-term debt approximates the fair value as a result of the interest rates reflecting market rates of interest.

Inventories

The Company records a write-down of its inventory when the cost basis of any
manufactured product, including any estimated future costs to complete the manufacturing process, exceeds its net realizable value. Inventories are stated at the lower of cost (as determined by the first-in, first-out method) or market value. The
Companys subsidiary in the Russian Federation uses an average cost method to value its inventories.

Revenue Recognition

The Company primarily derives revenue from the sale, and short-term rental under operating leases, of seismic instruments and equipment and thermal
solutions products. The Company generally recognizes sales revenues when its products are shipped and title and risk of loss have passed to the customer. The Company recognizes rental revenues as earned over the rental period. Rentals of the
Companys equipment generally range from daily rentals to rental periods of up to nine months or longer. Except for certain of the Companys reservoir characterization products, its products are generally sold without any customer
acceptance provisions and its standard terms of sale do not allow customers to return products for credit. In instances where the customer requires a significant performance test for the Companys new and unproven products, the Company does not
recognize the



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OYO GEOSPACE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



revenue attributable to the product as to which the performance test applies until the performance test is satisfied. Collection of revenue from the sale of
large-scale reservoir characterization products may occur at various stages of production or after delivery of the product, and the collected funds are not refundable to the customer. Most of the Companys products do not require installation
assistance or sophisticated instruction.

The Company recognizes revenue when all of the following criteria are met:



| |  |  | Persuasive evidence of an arrangement exists. The Company operates under a purchase order/contract system for goods sold to customers, and under rental/lease
agreements for equipment rentals. These documents evidence that an arrangement exists.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Delivery has occurred or services have been rendered. For product sales, the Company does not recognize revenues until delivery has occurred or performance
measures are met. For rental revenue, the Company recognizes revenue when earned.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The sellers price to the buyer is fixed or determinable. Sales prices are defined in writing in a customers purchase order, purchase contract or
equipment rental agreement.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Collectibility is reasonably assured. The Company evaluates customer credit to ensure that collectibility of revenue is reasonably assured.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------

Occasionally seismic customers are not able to take immediate delivery of products which were specifically manufactured
to the customers specifications. These occasions generally occur when customers face logistical issues such as project delays or delays with their seismic crew deployment. In these instances, customers have asked the Company to hold the
equipment for a short period of time until they can take physical delivery of the product (referred to as bill and hold arrangements). The Company does not modify its normal billing and credit terms for these types of sales. As of
June 30, 2009, there were sales of $1.7 million under bill and hold arrangements.

Research and Development Costs

The Company expenses research and development costs as incurred. Research and development costs include salaries, employee benefit costs, department
supplies, direct project costs and other related costs.

Product Warranties

The Company offers a standard product warranty obligating it to repair or replace equipment with manufacturing defects. The Company maintains a reserve
for future warranty costs based on historical experience or, in the absence of historical product experience, managements estimates. Changes in the warranty reserve are reflected in the following table (in thousands):



|                                                                             |  |   |        |  
|---------------------------------------------------------------------------- |  | - | ------ | -
|Balance at the beginning of the period (October 1, 2008)                     |  | $ | 1,147  |  
|Accruals for warranties issued during the period                             |  |   | 1,633  |  
|Accruals related to pre-existing warranties (including changes in estimates) |  |   |       |  
|Settlements made (in cash or in kind) during the period                      |  |   | (1,737 | )
|                                                                             |  |   |        |  
|Balance at the end of the period (June 30, 2009)                             |  | $ | 1,043  |  
|                                                                             |  |   |        |  

Subsequent Events

The Company evaluates events and transactions that occur after the balance sheet date but before the financial statements are issued. The Company evaluated such events and transactions through August 7, 2009 when
the financial statements were filed electronically with the Securities and Exchange Commission.



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OYO GEOSPACE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



Recent Accounting Pronouncements

In April 2009, the FASB issued FSP FAS No. 115-2 and FAS No. 124-2, Recognition and Presentation of Other-Than-Temporary Impairments (FSP FAS No. 115-2 and FAS
No. 124-2). FSP FAS No. 115-2 and FAS No. 124-2 change the method for determining whether an other-than-temporary impairment exists for debt securities and the amount of the impairment to be recorded in earnings. FSP FAS
No. 115-2 and FAS No. 124-2 are effective for interim and annual periods ending after June 15, 2009. The implementation of these standards did not have a material impact on the Companys financial condition, results of operations
or cash flows.

In April 2009, the FASB issued FSP FAS No. 107-1 and APB Opinion No. 28-1, Interim Disclosures about Fair
Value of Financial Instruments (FSP FAS No. 107-1 and APB No. 28-1). FSP FAS No. 107-1 and APB No. 28-1 require fair value disclosures in both interim as well as annual financial statements in order
to provide more timely information about the effects of current market conditions on financial instruments. FSP FAS No. 107-1 and APB No. 28-1 are effective for interim and annual periods ending after June 15, 2009. As FSP FAS
No. 107-1 and APB No. 28-1 relate specifically to disclosures, these standards did not have an impact on the Companys financial condition, results of operations or cash flows.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events (SFAS 165). SFAS 165 requires companies to recognize in their
financial statements the effects of subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements. An entity shall
disclose the date through which subsequent events have been evaluated, as well as whether that date is the date the financial statements were issued. Companies are not permitted to recognize subsequent events that provide evidence about conditions
that did not exist at the date of the balance sheet but arose after the balance sheet date and before financial statements are issued. Some nonrecognized subsequent events must be disclosed to keep the financial statements from being misleading. For
such events a company must disclose the nature of the event, an estimate of its financial effect, or a statement that such an estimate cannot be made. This statement applies prospectively for interim and annual financial periods ending after
June 15, 2009. The implementation of this standard did not have a material impact on the Companys financial condition, results of operations or cash flows.

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles  a replacement of FASB Statement No. 162
(SFAS 168). SFAS 168 stipulates the FASB Accounting Standards Codification is the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. SFAS 168 is effective for financials statements issued
for interim and annual periods ending after September 15, 2009. The implementation of this standard will not have a material impact on the Companys consolidated financial condition, results of operations or cash flows.



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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 (in thousands, except
share and per share data):



|                                                                                            |  |                    |           |                   |   |               |  |               |           |  |   |          
|------------------------------------------------------------------------------------------- |  | ------------------ | --------- | ----------------- | - | ------------- |  | ------------- | --------- |  | - | ---------
|                                                                                            |  | Three Months Ended |           | Nine Months Ended
|                                                                                            |  | June 30, 2009      |           | June 30, 2008     |   | June 30, 2009 |  | June 30, 2008
|                                                                                            |  |                    |           |                  
|Net earnings available to common stockholders                                               |  | $                  | 1,007     |                   | $ | 4,334         |  | $             | 3,576     |  | $ | 10,852   
|                                                                                            |  |                    |           |                   |   |               |  |               |           |  |   |          
|                                                                                            |  |                    |           |                  
|Weighted average number of common shares outstanding - basic                                |  |                    | 5,946,955 |                   |   | 5,907,793     |  |               | 5,940,200 |  |   | 5,902,155
|Weighted average number of common share equivalents outstanding                             |  |                    | 119,034   |                   |   | 220,159       |  |               | 123,421   |  |   | 209,403  
|                                                                                            |  |                    |           |                   |   |               |  |               |           |  |   |          
|                                                                                            |  |                    |           |                  
|Weighted average number of common shares and common share equivalents outstanding - diluted |  |                    | 6,065,989 |                   |   | 6,127,952     |  |               | 6,063,621 |  |   | 6,111,558
|                                                                                            |  |                    |           |                   |   |               |  |               |           |  |   |          
|                                                                                            |  |                    |           |                  
|Basic earnings per common share                                                             |  | $                  | 0.17      |                   | $ | 0.73          |  | $             | 0.60      |  | $ | 1.84     
|                                                                                            |  |                    |           |                   |   |               |  |               |           |  |   |          
|                                                                                            |  |                    |           |                  
|Diluted earnings per common share                                                           |  | $                  | 0.17      |                   | $ | 0.71          |  | $             | 0.59      |  | $ | 1.78     
|                                                                                            |  |                    |           |                   |   |               |  |               |           |  |   |          

Options totaling 159,300 and zero shares of common stock for the three months ended June 30,
2009 and June 30, 2008, respectively, and options totaling 159,300 and zero shares of common stock for the nine months ended June 30, 2009 and 2008, respectively, were not included in the computation of weighted average shares because the
impact of these options was antidilutive.

3. Comprehensive Income

Comprehensive income includes all changes in a companys equity, except those resulting from investments by and distributions to stockholders. The following table summarizes the components of comprehensive income
(in thousands):



|                                         |  |                    |       |                   |   |               |  |   |               |   |  |   |       
|---------------------------------------- |  | ------------------ | ----- | ----------------- | - | ------------- |  | - | ------------- | - |  | - | ------
|                                         |  | Three Months Ended |       | Nine Months Ended
|                                         |  | June 30, 2009      |       | June 30, 2008     |   | June 30, 2009 |  |   | June 30, 2008
|                                         |  |                    |       |                  
|Net income                               |  | $                  | 1,007 |                   | $ | 4,334         |  | $ | 3,576         |   |  | $ | 10,852
|                                         |  |                    |       |                  
|Foreign currency translation adjustments |  |                    | 1,241 |                   |   | 99            |  |   | (2,318        | ) |  |   | 177   
|                                         |  |                    |       |                   |   |               |  |   |               |   |  |   |       
|                                         |  |                    |       |                  
|Total comprehensive income               |  | $                  | 2,248 |                   | $ | 4,433         |  | $ | 1,258         |   |  | $ | 11,029
|                                         |  |                    |       |                   |   |               |  |   |               |   |  |   |       



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OYO GEOSPACE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



4. Trade Accounts and Notes Receivable

The Companys current trade accounts receivable consisted of the following (in thousands):



|                                |  |               |        |   |                    |   |        |  
|------------------------------- |  | ------------- | ------ | - | ------------------ | - | ------ | -
|                                |  | June 30, 2009 |        |   | September 30, 2008 |  
|                                |  |              
|Trade accounts receivable       |  | $             | 10,915 |   |                    | $ | 22,875 |  
|Allowance for doubtful accounts |  |               | (1,604 | ) |                    |   | (1,329 | )
|                                |  |               |        |   |                    |   |        |  
|                                |  |              
|                                |  | $             | 9,311  |   |                    | $ | 21,546 |  
|                                |  |               |        |   |                    |   |        |  

The allowance for doubtful accounts represents the Companys best estimate of probable credit
losses. The Company determines the allowance based upon historical experience and a review of its balances. Accounts receivable balances are charged off against the allowance whenever it is probable that the receivable will not be recoverable.

At each of June 30, 2009 and September 30, 2008, the Companys current notes receivable was $12.8 million and $10.9
million, respectively. The Company also had notes receivable of $0.3 million and $7.1 million classified as long-term at June 30, 2009 and September 30, 2008, respectively. The Company had a reserve for doubtful notes of zero at
June 30, 2009 and September 30, 2008. Notes receivable are generally collateralized by the products sold and bear interest at rates ranging up to 12.0% per year.

5. Inventories

Inventories consist of the following (in thousands):



|                     |  |               |        |   |                    |   |        |  
|-------------------- |  | ------------- | ------ | - | ------------------ | - | ------ | -
|                     |  | June 30, 2009 |        |   | September 30, 2008 |  
|                     |  |              
|Finished goods       |  | $             | 20,042 |   |                    | $ | 14,968 |  
|Work-in-process      |  |               | 9,404  |   |                    |   | 17,883 |  
|Raw materials        |  |               | 37,821 |   |                    |   | 35,484 |  
|Obsolescence reserve |  |               | (4,552 | ) |                    |   | (3,939 | )
|                     |  |               |        |   |                    |   |        |  
|                     |  |              
|                     |  | $             | 62,715 |   |                    | $ | 64,396 |  
|                     |  |               |        |   |                    |   |        |  

The Companys reserve for slow moving and obsolete inventories is analyzed and adjusted
periodically to reflect the Companys best estimate of the net realizable value of such inventories.

During the nine months ended
June 30, 2009, the Company transferred $1.8 million of equipment from inventories to rental equipment.



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OYO GEOSPACE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



6. Segment Information

The Company evaluates financial performance based on two business segments: Seismic and Thermal Solutions. The Seismic product lines currently consist of geophones and hydrophones, including multi-component geophones
and hydrophones, seismic leader wire, geophone string connectors, seismic telemetry cable, high definition reservoir characterization products and services, marine seismic cable retrieval devices, data acquisition systems, offshore cables and
industrial products. Thermal Solutions products include thermal printers, thermal printheads and dry thermal film and other media. The Company sells these products to a variety of markets, including the screen print, point of sale, signage and
textile market sectors. The Company also sells Thermal Solutions products to its seismic customers.

The following tables summarize the
Companys segment information (in thousands):



|                               |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |         |  
|------------------------------ |  | ------------------ | ------ | - | ----------------- | - | ------ | ------------- |  | - | ------------- | - |  | - | ------- | -
|                               |  | Three Months Ended |        |   | Nine Months Ended |  
|                               |  | June 30, 2009      |        |   | June 30, 2008     |   |        | June 30, 2009 |  |   | June 30, 2008 |  
|                               |  |                    |        |  
|Net sales:                     |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |         |  
|Seismic                        |  | $                  | 17,360 |   |                   | $ | 31,471 |               |  | $ | 59,658        |   |  | $ | 92,107  |  
|Thermal solutions              |  |                    | 3,235  |   |                   |   | 3,949  |               |  |   | 9,904         |   |  |   | 11,402  |  
|Corporate                      |  |                    | 195    |   |                   |   | 170    |               |  |   | 593           |   |  |   | 502     |  
|                               |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |         |  
|                               |  |                    |        |  
|Total                          |  | $                  | 20,790 |   |                   | $ | 35,590 |               |  | $ | 70,155        |   |  | $ | 104,011 |  
|                               |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |         |  
|                               |  |                    |        |  
|Income (loss) from operations: |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |         |  
|Seismic                        |  | $                  | 2,706  |   |                   | $ | 8,012  |               |  | $ | 10,337        |   |  | $ | 20,607  |  
|Thermal solutions              |  |                    | 169    |   |                   |   | 280    |               |  |   | 349           |   |  |   | 1,105   |  
|Corporate                      |  |                    | (1,666 | ) |                   |   | (2,065 | )             |  |   | (5,149        | ) |  |   | (6,199  | )
|                               |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |         |  
|                               |  |                    |        |  
|Total                          |  | $                  | 1,209  |   |                   | $ | 6,227  |               |  | $ | 5,537         |   |  | $ | 15,513  |  
|                               |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |         |  

7. Credit Agreement

On November 22, 2004, several of the Companys subsidiaries entered into a credit agreement (the Original Credit Agreement) with a bank. The Original Credit Agreement has been amended
periodically since 2004, and most recently on April 30, 2009 (as so amended, the Credit Agreement). Under the Credit Agreement, the Companys borrower subsidiaries can borrow up to $25.0 million principally secured by their
accounts receivable, inventories and equipment. The Credit Agreement expires on April 30, 2011. The Credit Agreement limits the incurrence of additional indebtedness, requires the maintenance of certain financial ratios, restricts the Company
and its subsidiaries ability to pay dividends and contains other covenants customary in agreements of this type. The Company believes the most restrictive covenants in the Credit Agreement are (i) the fixed charge coverage ratio of EBITDA
to certain charges, and (ii) the cash flow leverage ratio of total borrowings (excluding real estate borrowings) to adjusted EBITDA. At June 30, 2009, the Company was in compliance with all covenants. The interest rate for borrowings under
the Credit Agreement is a LIBOR based rate with a margin spread of 300-400 basis points depending upon the maintenance of certain ratios. At June 30, 2009, there were no borrowings under the Credit Agreement, standby letters of credit
outstanding in the amount of $0.2 million and additional borrowings available of $24.8 million.



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OYO GEOSPACE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



8. Income Taxes

The United States statutory tax rate for the periods ended June 30, 2009 and 2008 was 34.0% and 35.0%, respectively. The Companys effective tax rates for the three months ended June 30, 2009 and 2008
were 22.5% and 30.4%, respectively. The Companys effective tax rate for the nine months ended June 30, 2009 and 2008 was 31.6% and 31.2%, respectively. These lower effective tax rates primarily resulted from research and experimentation
tax credits and the manufacturers/producers deduction.

9. Legal Proceedings

On July 8, 2009, the Company received a complaint filed in the United States District Court in Nevada (the Court) alleging that the
Geospace Seismic Recorder (GSR), the Companys newly developed wireless data acquisition system, infringes upon a patent held by Ascend Geo, LLC (Ascend). In addition to monetary damages, Ascend is requesting a
preliminary injunction against future sales by the Company of the GSR system. The Company filed its response with the Court requesting that it deny Ascends request for a preliminary injunction. The Company strongly believes that the GSR system
does not violate Ascends patent. The Company also believes that Ascends patent is not valid and intends to strongly contest its validity. The Company intends to vigorously defend itself in this matter; however, it is unable at this time
to predict the outcome and effects of this claim.

10. Disclosures about Fair Value

Effective October 1, 2007, the Company adopted SFAS No. 157 Fair Value Measurements (SFAS No. 157), which defines
fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. The implementation of SFAS
No. 157 did not cause a significant change in the method of calculating fair value of the Companys assets or liabilities. The primary impact from adoption was that it requires additional disclosures.

SFAS No. 157 establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy categorizes assets and
liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The three levels are defined as follows:



|          |  |                                                                                                                                                                                                                                        
|--------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Level 1  |  | Observable inputs such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities.                                                                                                   
|          | 
|Level 2  |  | Other inputs that are observable directly or indirectly such as quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the
full term of the asset or liability.
|          | 
|Level 3  |  | Unobservable inputs for which there is little or no market data and which the Company makes its own assumptions about how market participants would price the assets and
liabilities.                                                  

The following table presents information about the Companys assets and liabilities measured at fair value on
a non-recurring basis as of June 30, 2009, and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value (in thousands):



|         |  |         |  |         |  |         |       |       |   |      
|-------- |  | ------- |  | ------- |  | ------- | ----- | ----- | - | -----
|         |  | Level 1 |  | Level 2 |  | Level 3 |       | Total
|         |  |         |  |        
|Goodwill |  |        |  |        |  | $       | 1,843 |       | $ | 1,843



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|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

The following is managements discussion and analysis of the major elements of our consolidated financial statements. You should read this discussion
and analysis together with our consolidated financial statements, including the accompanying notes, and other detailed information appearing elsewhere in this Quarterly Report on Form 10-Q.

This Quarterly Report on Form 10-Q and the documents incorporated by reference herein, if any, contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can be identified by terminology such as may,
will, should, intend, expect, plan, budget, forecast, anticipate, believe, estimate, predict, potential,
continue, evaluating or similar words. Statements that contain these words should be read carefully because they discuss our future expectations, contain projections of our future results of operations or of our financial
position or state other forward-looking information. These forward-looking statements reflect our best judgment about future events and trends based on the information currently available to us. However, there will likely be events in the future
that we are not able to predict or control. The factors listed under the caption Risk Factors in our Annual Report on Form 10-K for the fiscal year ended September 30, 2008, as well as other cautionary language in such Annual Report
on Form 10-K and this Quarterly Report on Form 10-Q, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. The occurrence of
the events described in these risk factors and elsewhere in this Quarterly Report on Form 10-Q could have a material adverse effect on our business, results of operations and financial position, and actual events and results of operations may vary
materially from our current expectations.

Industry Overview

OYO Geospace Corporation is a Delaware corporation incorporated on September 13, 1997. Unless otherwise specified, the discussion in this Quarterly Report on Form 10-Q refers to OYO Geospace Corporation and its
subsidiaries. We design and manufacture instruments and equipment used in the acquisition and processing of seismic data as well as in the characterization and monitoring of producing oil and gas reservoirs. Demand for our products has been, and
will likely continue to be, vulnerable to downturns in the economy and the oil and gas industry in general. During recent months, there has been substantial volatility and a decline in oil and natural gas prices. Please refer to the risks discussed
under the heading Risk Factors in our Annual Report on Form 10-K for the fiscal year ended September 30, 2008 and in Item 1A of this Quarterly Report on Form 10-Q for more information.

We have been in the seismic instrument and equipment business since 1980 and market our products primarily to the oil and gas industry. We also design,
manufacture and distribute thermal imaging equipment, and thermal media products targeted at the screen print, point of sale, signage and textile market sectors. We have been manufacturing thermal imaging products since 1995. We report and evaluate
financial information for each of these two segments: Seismic and Thermal Solutions.

Seismic Products

The seismic segment of our business accounts for the majority of our sales. Geoscientists use seismic data primarily in connection with the exploration,
development and production of oil and gas reserves to map potential and known hydrocarbon bearing formations and the geologic structures that surround them.

Seismic Exploration Products

A seismic energy source and a seismic data recording system are combined to acquire seismic
data. We provide many of the components of seismic data recording systems, including data acquisition systems, geophones, hydrophones, multi-component sensors, seismic leader wire, geophone strings, connectors, seismic telemetry cables and other
seismic related products. On land, our customers use our data acquisition systems, geophones, leader wire, cables and connectors to receive and measure seismic reflections resulting from an energy source to data recording



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units, which store information for processing and analysis. During fiscal year 2008, we announced the development of a land wireless seismic data acquisition
system capable of very large channel configurations. We delivered several of these systems to customers during fiscal year 2008 with the largest of these systems containing 1,000 channels. In the marine environment, large ocean-going vessels tow
long seismic cables known as streamers containing hydrophones which are used to detect pressure changes. Hydrophones transmit electrical impulses back to the vessels data recording unit where the seismic data is stored for
subsequent processing and analysis. Our marine seismic products help steer streamers while being towed and help recover streamers if they become disconnected from the vessel.

Our seismic sensor, cable and connector products are compatible with most major competitive seismic data acquisition systems currently in use, and sales
result primarily from seismic contractors purchasing our products as components of new seismic data acquisition systems or to repair and replace components of seismic data acquisition systems already in use.

Our wholly-owned subsidiary in the Russian Federation manufactures international standard geophones, sensors, seismic leader wire, seismic telemetry
cables and related seismic products for customers in the Russian Federation and other international seismic marketplaces. Operating in foreign locations involves certain risks as discussed under the heading Risk Factors  Our Foreign
Subsidiaries and Foreign Marketing Efforts Face Additional Risks and Difficulties in our Annual Report on Form 10-K for the fiscal year ended September 30, 2008.

Seismic Reservoir Products

We have developed permanently installed high-definition reservoir
characterization products for ocean-bottom applications in producing oil and gas fields. We also produce a retrievable version of this ocean-bottom system for use on fields where permanently installed systems are not appropriate or economical.
Seismic surveys repeated over selected time intervals show dynamic changes within the reservoir and can be used to monitor the effects of production. Utilizing these tools, producers can enhance the recovery of oil and gas deposits over the life of
a reservoir.

In addition, we produce seismic borehole acquisition systems which employ a fiber optic augmented wireline capable of very
high data transmission rates. These systems are used for several reservoir characterization applications, including an application pioneered by us allowing operators and service companies to monitor and measure the results of fracturing operations.
Our customers are deploying these borehole systems in the United States, Canada, China and the Middle East.

Emerging Technology Products

Our products continue to develop and expand beyond seismic applications through the utilization of our existing engineering experience
and manufacturing capabilities. We design and manufacture power and communication transmission cable products for offshore applications and market these products to the offshore oil and gas and offshore construction industries. These products
include a variety of specialized cables, primarily used in deepwater applications, such as remotely operated vehicle (ROV) tethers, umbilicals and electrical control cables. These products also include specially designed and manufactured
cables, including armored cables, engineered to withstand harsh offshore operating environments.

In addition, we design and manufacture
industrial sensors for the vibration monitoring and earthquake detection markets. We also design and manufacture other specialty cable and connector products, such as those used in connection with global positioning products and water meter
applications.

Thermal Solution Products

Our thermal solutions product technologies were originally developed for seismic data processing applications. In 1995, we modified this technology for application in other markets. Our thermal printers include both thermal imagesetters for
graphics applications and thermal plotters for seismic applications. In addition, our thermal solutions products include direct-to-screen systems, thermal printheads, dry thermal film, thermal transfer ribbon, and other thermal media. Our thermal
imaging solutions produce images ranging in size from 12 to 54



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inches wide and in resolution from 400 to 1,200 dots per inch. We market our thermal imaging solutions to a variety of industries, including the screen
printing, point-of-sale, signage, flexographic and textile markets. We also continue to sell these products to our seismic customers.

The
quality of thermal imaging is determined primarily by the interrelationship between a thermal printhead and the thermal media, be it film, ribbon, or any other media. We manufacture thermal printheads and thermal film, which we believe will enable
us to more effectively match the characteristics of our thermal printers to thermal film, thereby improving print quality, and make us more competitive in markets for these products.

We also distribute private label high-quality dry thermal media for use in our thermal printers and direct-to-screen systems. To fully meet the demands
of the interrelationship between the thermal printhead and thermal media, we are attempting to modify our thermal printheads so that they interface optimally with these other thermal media. In addition, we are engaged in efforts to develop a new
line of dry thermal film and ribbon in order to improve the image quality of our media for use with our printheads. Both efforts to modify our printheads and to improve our film have been on-going in recent periods, but at this time we are unable to
provide any assurance that we can eliminate printhead and film interface issues in the near future or at all. In order to achieve more than marginal growth in our thermal solutions product business in future periods, we believe that it is important
to continue our concentration of efforts on both our printhead changes and media improvements.

Worldwide Economic Crisis

Demand for many of our products depends primarily on the level of worldwide oil exploration activity and, to a lesser extent, natural gas exploration
activities in North America. That activity, in turn, depends primarily on prevailing oil and gas prices and availability of seismic data. The 2008 escalation of the domestic financial crisis arising out of the meltdown of the subprime lending market
has caused significant distress to many global financial lending institutions, leading to a broader global financial crisis and a tightening of the availability of commercial credit. Many economists have predicted a prolonged worldwide economic
recession and a slow recovery in the credit markets. These recessionary fears, combined with a decline in worldwide demand for energy, have caused energy commodity prices to decline sharply. As expected, these events have led to a decline in energy
exploration activities in North America and in certain international markets, and we began to see the effects of this decline on our business during the first fiscal quarter of 2009. We are continuing to see revenue declines for our seismic
exploration products including significant declines in our Russian and Canadian seismic exploration markets. We believe some of our seismic customers do not possess the financial wherewithal to survive a prolonged downturn in energy exploration,
while others have scaled back their activities until financial markets stabilize and demand for exploration activities increases.

The
uncertainty of these global economic matters and their ultimate impact on energy exploration activities and on our customers ability to access credit markets is difficult to forecast, and a decline in the demand for our seismic exploration
products is likely to continue for the present time. Due to the sporadic demand for our seismic reservoir products, we have often described this portion of our seismic business as lumpy. In this current environment, we expect our seismic
business levels will be even more erratic. Singular events may result in severe swings in our future revenues in both positive and negative directions. If these economic events continue into the foreseeable future, they could have a material adverse
impact on our revenues and profits for the remainder of fiscal year 2009 and in future years.

We continue to monitor the impact that these
economic conditions may have on our operations. We believe that our current cash balances, cash flows from operations and cash borrowings available under our credit facility will provide sufficient resources to meet our working capital liquidity
needs for the next twelve months.

Incentive Compensation Program

Despite the economic slowdown and the challenges our business will face as a result, we adopted an incentive compensation program for fiscal year 2009 whereby most employees will be eligible to begin earning incentive
compensation upon the Company reaching a five percent pretax return on stockholders equity, determined as of September 30, 2008. We believe that our employees will see the incentive compensation program as a reason to continue to forge
ahead. To be eligible to participate in the incentive compensation program, employees must



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participate in our Core Values Program. Based on our experience in prior years, we expect one hundred percent of our eligible employees to participate in the
Core Values Program. The incentive compensation program does not apply to the employees of our Russian subsidiary as such employees participate in a locally administered bonus program. Certain non-executive employees will be required to achieve
specific goals to earn a significant portion of their total incentive compensation award. If any bonus awards are earned under this program, such awards will be paid out to eligible employees after the end of fiscal year 2009.

Upon reaching the five percent threshold under this program, an incentive compensation accrual will be established equal to eighteen percent of the
amount of any consolidated pretax profits above the five percent pretax return threshold. The maximum aggregate bonus available under the program for fiscal year 2009 is $3.8 million. Under this program, for the nine months ended June 30, 2009
and 2008, we had accrued zero and $3.0 million, respectively, of incentive compensation expense.

Results of Operations

We report and evaluate financial information for two segments: Seismic and Thermal Solutions. As mentioned above, our fiscal year 2009 results evidence
the economic slowdown and the decline in energy exploration activities worldwide. Summary financial data by business segment follows (in thousands):



|                                      |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |         |  
|------------------------------------- |  | ------------------ | ------ | - | ----------------- | - | ------ | ------------- |  | - | ------------- | - |  | - | ------- | -
|                                      |  | Three Months Ended |        |   | Nine Months Ended |  
|                                      |  | June 30, 2009      |        |   | June 30, 2008     |   |        | June 30, 2009 |  |   | June 30, 2008 |  
|                                      |  |                    |        |  
|Seismic                               |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |         |  
|Exploration product revenue           |  | $                  | 9,178  |   |                   | $ | 26,264 |               |  | $ | 43,655        |   |  | $ | 71,280  |  
|Reservoir product and service revenue |  |                    | 6,557  |   |                   |   | 3,452  |               |  |   | 10,240        |   |  |   | 12,960  |  
|Industrial product revenue            |  |                    | 1,625  |   |                   |   | 1,755  |               |  |   | 5,763         |   |  |   | 7,867   |  
|                                      |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |         |  
|                                      |  |                    |        |  
|Total seismic revenues                |  |                    | 17,360 |   |                   |   | 31,471 |               |  |   | 59,658        |   |  |   | 92,107  |  
|Operating income                      |  |                    | 2,706  |   |                   |   | 8,012  |               |  |   | 10,337        |   |  |   | 20,607  |  
|                                      |  |                    |        |  
|Thermal Solutions                     |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |         |  
|Revenue                               |  |                    | 3,235  |   |                   |   | 3,949  |               |  |   | 9,904         |   |  |   | 11,402  |  
|Operating income                      |  |                    | 169    |   |                   |   | 280    |               |  |   | 349           |   |  |   | 1,105   |  
|                                      |  |                    |        |  
|Corporate                             |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |         |  
|Revenue                               |  |                    | 195    |   |                   |   | 170    |               |  |   | 593           |   |  |   | 502     |  
|Operating loss                        |  |                    | (1,666 | ) |                   |   | (2,065 | )             |  |   | (5,149        | ) |  |   | (6,199  | )
|                                      |  |                    |        |  
|Consolidated Totals                   |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |         |  
|Revenue                               |  |                    | 20,790 |   |                   |   | 35,590 |               |  |   | 70,155        |   |  |   | 104,011 |  
|Operating income                      |  |                    | 1,209  |   |                   |   | 6,227  |               |  |   | 5,537         |   |  |   | 15,513  |  

Overview

Three and nine months ended June 30, 2009 compared to three and nine months ended June 30, 2008

Consolidated
sales for the three months ended June 30, 2009 decreased by $14.8 million, or 41.6%, from the corresponding period of the prior fiscal year. Consolidated sales for the nine months ended June 30, 2009 decreased by $33.9 million, or 32.6%,
from the corresponding period of the prior fiscal year. The decrease in sales for both periods stems from the decline in customer demand for our seismic products as a result of the effects of the worldwide economic slowdown and its impact on energy
exploration activities.

Consolidated gross profits for the three months ended June 30, 2009 decreased by $7.1 million, or 49.9%, from
the corresponding period of the prior fiscal year. Consolidated gross profits for the nine months ended June 30, 2009 decreased by $13.4 million, or 37.6%, from the corresponding period of the prior fiscal year. The decline in gross profits for
both periods was caused by a decline in sales of our products and higher manufacturing costs resulting from unutilized factory capacity.



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Consolidated operating expenses for the three months ended June 30, 2009 decreased by $2.0 million,
or 25.9%, from the corresponding period of the prior fiscal year. Consolidated operating expenses for the nine months ended June 30, 2009 decreased by $4.2 million, or 19.9%, from the corresponding period of the prior fiscal year. Reduced
operating expenses reflect initiatives taken by management in response to a decline in sales, and also reflects the impact of reduced incentive compensation expenses caused by lower consolidated pretax profits.

Other income for the three months ended June 30, 2009 increased by $0.1 million due to foreign exchange gains. Other income for the nine months
ended June 30, 2009 decreased by $0.6 million primarily because of a $0.5 million foreign exchange loss. These foreign exchange gains and losses occur because U.S. dollar denominated intercompany debts at our foreign subsidiaries were revalued
due to strengthening and weakening, respectively, of local currency conditions in Canada and the Russian Federation.

The United States
statutory tax rate for the periods ended June 30, 2009 and 2008 was 34.0% and 35.0%, respectively. Our effective tax rates for the three months ended June 30, 2009 and 2008 were 22.5% and 30.4%, respectively. Our effective rate for the
nine months ended June 30, 2009 and 2008 was 31.6% and 31.2%, respectively. These lower effective tax rates primarily resulted from research and experimentation tax credits and the manufacturers/producers deduction.

Seismic Products

Net Sales

Sales of our seismic products for the three months ended June 30, 2009 decreased by $14.1 million, or 44.8%, from the corresponding period of the
prior fiscal year. Sales of our seismic products for the nine months ended June 30, 2009 decreased by $32.4 million, or 35.2%, from the corresponding period of the prior fiscal year. The decline in sales for both periods is primarily due to a
significant decline in the demand for our seismic exploration products, reflecting a significant reduction in oil and gas exploration and development activities precipitated by the global economic crisis and the rapid decline of oil and gas
commodity prices since 2008.

Operating Income

Our operating income associated with sales of our seismic products for the three months ended June 30, 2009 decreased by $5.3 million, or 66.2%, from the corresponding period of the prior fiscal year. Our operating income associated
with sales of our seismic products for the nine months ended June 30, 2009 decreased by $10.3 million, or 49.8%, from the corresponding period of the prior fiscal year. These significant declines in our operating income are directly related to
the significant decline in our seismic exploration product sales for both periods.

Thermal Solutions Products

Net Sales

Sales of our thermal solutions products for
the three months ended June 30, 2009 decreased by $0.7 million, or 18.1%, from the corresponding period of the prior fiscal year. Sales of our thermal solutions products for the nine months ended June 30, 2009 decreased by $1.5 million, or
13.1%, from the corresponding period of the prior fiscal year. The decline in sales for both periods resulted from weaker demand of all thermal product categories due to a weakening economic climate impacting many of our smaller customers in this
business segment.

Operating Income

Our operating income associated with sales of our thermal solutions products for the three months ended June 30, 2009 decreased by $0.1 million, or 39.6%, from the corresponding period of the prior fiscal year. Our operating income
associated with sales of our thermal imaging products for the nine months ended June 30, 2009 decreased by $0.8 million, or 68.4%, from the corresponding period of the prior fiscal year. The decline in operating income for both periods is
directly related to the significant decline in our thermal product sales.



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Liquidity and Capital Resources

At June 30, 2009, we had $1.6 million in cash and cash equivalents. For the nine months ended June 30, 2009, we generated approximately $10.9 million of cash from operating activities. Sources of cash
generated in our operating activities resulted from net income of $3.6 million. Additional sources of cash include net non-cash charges of $5.7 million for deferred income tax expense, depreciation, amortization, stock-based compensation, inventory
obsolescence and bad debts. Other sources of cash included a $16.1 million decrease in accounts and notes receivable due to improved collections and lower levels of recent product sales. These sources of cash were offset by (i) a $5.5 million
decrease in accrued expenses primarily resulting from a decline in payroll-related costs due to employee headcount reductions and lower incentive compensation costs resulting from lower levels of pretax income, (ii) a $5.2 million decrease in
accounts payable due to a recent decline in purchases of raw materials and other expense reductions, and (iii) a $2.2 million increase in inventories resulting from the receipt in our first fiscal quarter of raw materials under purchase
commitments and the production of targeted levels of our new wireless data acquisition system. Until recent months, we had been in a period of significant demand for our products as well as the development of new product technologies, which has
resulted in a build-up of our inventories to be able to continue to meet actual and anticipated future customer demands. Such increases in our inventory levels have resulted in an increase in our inventory obsolescence expense as the level of
obsolete and slow moving inventories increase. Although we reduced our levels of inventories during the three months ended June 30, 2009, the increased level of inventories has put greater demands on our management of inventories, and we
continue to give substantial attention to this area.

For the nine months ended June 30, 2009, we used approximately $1.4 million of
cash in investing activities for capital expenditures. We estimate that our total capital expenditures in fiscal year 2009 will be less than $2.0 million. The process of converting existing finished goods inventories into rental equipment is not
considered a capital expenditure in our cash flow statement. During the nine months ended June 30, 2009, we converted $1.8 million of inventories into rental equipment.

For the nine months ended June 30, 2009, we used approximately $10.0 million of cash in financing activities primarily to eliminate our borrowings
under the Credit Agreement, as discussed below.

On November 22, 2004, several of our subsidiaries entered into a credit agreement
(the Original Credit Agreement) with a bank. The Original Credit Agreement has been amended periodically since 2004, and most recently on April 30, 2009 (as so amended, the Credit Agreement). Under the Credit Agreement,
our borrower subsidiaries can borrow up to $25.0 million principally secured by their accounts receivable, inventories and equipment. The Credit Agreement expires on April 30, 2011. The Credit Agreement limits the incurrence of additional
indebtedness, requires the maintenance of certain financial ratios, restricts our and our subsidiaries ability to pay dividends and contains other covenants customary in agreements of this type. We believe the most restrictive covenants in the
Credit Agreement are (i) the fixed charge coverage ratio of EBITDA to certain charges, and (ii) the cash flow leverage ratio of total borrowings (excluding real estate borrowings) to adjusted EBITDA. We believe these covenants are more
restrictive than covenants contained in the Credit Agreement as in effect prior to the April 30, 2009 amendment, and future borrowings available under the Credit Agreement could be limited or completely restricted if future operating results
deteriorate. The interest rate for borrowings under the Credit Agreement is a LIBOR based rate with a margin spread of 300-400 basis points depending upon the maintenance of certain ratios. At June 30, 2009, there were no borrowings under the
Credit Agreement, standby letters of credit outstanding in the amount of $0.2 million and additional borrowings available of $24.8 million.

We anticipate that the existing cash balance as of June 30, 2009, cash flow from operations and borrowing availability under the Credit Agreement will provide adequate cash flows and liquidity for the next twelve months to satisfy
capital expenditure requirements and scheduled debt payments to fund operations.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the use of estimates and
assumptions that affect the amounts reported in the financial statements and accompanying notes. We consider many factors in selecting appropriate operational and financial accounting policies and controls, and in developing the estimates and
assumptions that are used in the preparation of



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these financial statements. We continually evaluate our estimates, including those related to bad debt reserves, inventory obsolescence reserves,
self-insurance reserves for medical expenses, product warranty reserves, intangible assets, stock-based compensation and deferred income tax assets. We base our estimates on historical experience and various other factors that we believe to be
reasonable under the circumstances. Actual results may differ from these estimates under different conditions or assumptions.

Goodwill
represents the excess of the purchase price of purchased businesses over the estimated fair value of the acquired business net assets. Under the Statement of Financial Accounting Standards, or SFAS, 142 Goodwill and Other
Intangible Assets (SFAS 142), goodwill and intangible assets with indefinite lives are no longer amortized but are reviewed periodically for impairment. Intangible assets that are not deemed to have indefinite lives will continue
to be amortized over their useful lives; however, no maximum life applies. In accordance with the provisions of SFAS 142, we no longer record goodwill amortization expense. We review the carrying value of goodwill to determine whether there has been
an impairment. We have elected to make September 30 the annual impairment assessment date and will perform additional interim impairment tests if a change in circumstances occurs that would indicate that the carrying value of goodwill may
exceed its fair value amount. Due to the lack of quoted prices for identical items or an independent market analysis, under the SFAS 157 (Fair Value Measurements) framework, we estimate the fair market value based on Level 3 inputs using
both a market and an income based approach. The goodwill impairment is tested at our Companys seismic segment level as the goodwill relates to the purchase of seismic related companies. The impairment test uses a weighted average cost of
capital. The growth rate is based on the projected inflation rate. The assessment is performed in two steps: step one is to test for potential impairment and if potential losses are identified, step two is to measure the impairment loss. We
performed step one at September 30, 2008 and found that there were no impairments at that time; thus, step two was not necessary. In light of the current economy and market conditions, we will continue to determine if an interim test is
necessary.

We are required to test for asset impairment relating to property and equipment whenever events or changes in circumstances
indicate that the carrying value of an asset might not be recoverable. We apply SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144), in order to determine whether or not an asset is
impaired. This standard requires an impairment analysis when indicators of impairment are present. If such indicators are present, the standard indicates that if the sum of the future expected cash flows from our assets, undiscounted and without
interest charges, is less than the assets carrying value, an asset impairment must be recognized in the financial statements. The amount of the impairment is the difference between the fair value of the asset and the carrying value of the
asset. In light of the current economy and market conditions, we will continue to determine if an impairment test is necessary.

We
primarily derive revenue from the sale, and short-term rental under operating leases, of seismic instruments and equipment and thermal solutions products. We generally recognize sales revenues when our products are shipped and title and risk of loss
have passed to the customer. We recognize rental revenues as earned over the rental period. Rentals of our equipment generally range from daily rentals to rental periods of up to nine months or longer. Except for certain of our reservoir
characterization products, our products are generally sold without any customer acceptance provisions and our standard terms of sale do not allow customers to return products for credit. In instances where the customer requires a significant
performance test for our new and unproven products, we do not recognize the revenue attributable to the product as to which the performance test applies until the performance test is satisfied. Collection of revenue from the sale of large-scale
reservoir characterization products may occur at various stages of production or after delivery of the product, and the collected funds are not refundable to the customer.

Most of our products do not require installation assistance or sophisticated instruction. We offer a standard product warranty obligating us to repair or
replace equipment with manufacturing defects. We maintain a reserve for future warranty costs based on historical experience or, in the absence of historical experience, management estimates. We record a write-down of inventory when the cost basis
of any item (including any estimated future costs to complete the manufacturing process) exceeds its net realizable value.



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We recognize revenue when all of the following criteria are met:



| |  |  | Persuasive evidence of an arrangement exists. We operate under a purchase order/contract system for goods sold to customers, and under rental/lease agreements for
equipment rentals. These documents evidence that an arrangement exists.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Delivery has occurred or services have been rendered. For product sales, we do not recognize revenues until delivery has occurred or performance tests are met. For
rental revenue, we recognize revenue when earned.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The sellers price to the buyer is fixed or determinable. Sales prices are defined in writing in a customers purchase order, purchase contract or
equipment rental agreement.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Collectibility is reasonably assured. We evaluate customer credit to ensure collectibility is reasonably assured.
| | - |  | -----------------------------------------------------------------------------------------------------------------

Occasionally, our seismic customers are not able to take immediate delivery of products which were specifically manufactured to the customers
specifications. These occasions generally occur when customers face logistical issues such as project delays or delays with their seismic crew deployment. In these instances, our customers have asked us to hold the equipment for a short period of
time until they can take physical delivery of the product (referred to as bill and hold arrangements). We consider the following criteria for recognizing revenue when delivery has not occurred:



| |  |  | Whether the risks of ownership have passed to the customer,
| | - |  | -----------------------------------------------------------



| |  |  | Whether we have obtained a fixed commitment to purchase the goods in written documentation from the customer,
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | Whether the customer requested that the transaction be on a bill and hold basis and we received that request in writing,
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | Whether there is a fixed schedule for delivery of the product,
| | - |  | --------------------------------------------------------------



| |  |  | Whether we have any specific performance obligations such that the earning process is not complete,
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | Whether the equipment is segregated from our other inventory and not subject to being used to fill other orders, and
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | Whether the equipment is complete and ready for shipment.
| | - |  | ---------------------------------------------------------

We do not modify our normal billing and credit terms for these types of sales. As of June 30, 2009, we had sales of $1.7 million under bill and hold arrangements.

Recent Accounting Pronouncements

In April 2009, the
FASB issued FSP FAS No. 115-2 and FAS No. 124-2, Recognition and Presentation of Other-Than-Temporary Impairments (FSP FAS No. 115-2 and FAS No. 124-2). FSP FAS No. 115-2 and FAS
No. 124-2 change the method for determining whether an other-than-temporary impairment exists for debt securities and the amount of the impairment to be recorded in earnings. FSP FAS No. 115-2 and FAS No. 124-2 are effective for
interim and annual periods ending after June 15, 2009. The implementation of these standards did not have a material impact on our financial condition, results of operations or cash flows.

In April 2009, the FASB issued FSP FAS No. 107-1 and APB Opinion No. 28-1, Interim Disclosures About Fair Value of Financial
Instruments (FSP FAS No. 107-1 and APB No. 28-1). FSP FAS No. 107-1 and APB No. 28-1 require fair value disclosures in both interim as well as annual financial statements in order to provide more
timely information about the effects of current market conditions on financial instruments. FSP FAS No. 107-1 and APB No. 28-1 are effective for interim and annual periods ending after June 15, 2009. As FSP FAS No. 107-1 and APB
No. 28-1 relate specifically to disclosures, these standards did not have an impact on our financial condition, results of operations or cash flows.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events(SFAS 165). SFAS 165 requires companies to recognize in their financial statements the effects of subsequent events that
provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of



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preparing financial statements. An entity shall disclose the date through which subsequent events have been evaluated, as well as whether that date is the
date the financial statements were issued. Companies are not permitted to recognize subsequent events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after the balance sheet date and before
financial statements are issued. Some nonrecognized subsequent events must be disclosed to keep the financial statements from being misleading. For such events a company must disclose the nature of the event, an estimate of its financial effect, or
a statement that such an estimate cannot be made. This Statement applies prospectively for interim and annual financial periods ending after June 15, 2009. The implementation of this standard did not have a material impact on our financial
condition, results of operations or cash flows.

In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles  a replacement of FASB Statement No. 162 (SFAS 168). SFAS 168 stipulates the FASB Accounting Standards Codification is the source of
authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. SFAS 168 is effective for financials statements issued for interim and annual periods ending after September 15, 2009. The implementation of this standard
will not have a material impact on our consolidated financial condition, results of operations or cash flows.



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|Item 3. | Quantitative and Qualitative Disclosures about Market Risk
|------- | ----------------------------------------------------------

The following discussion of our exposure to various market risks contains forward-looking statements that involve risks and uncertainties. These projected results have been prepared utilizing certain assumptions considered
reasonable in light of information currently available to us. Nevertheless, because of the inherent unpredictability of foreign currency rates and interest rates, as well as other factors, actual results could differ materially from those projected
in this forward looking information.

We do not have any market risk as to market risk sensitive instruments entered into for trading
purposes and have only very limited risk as to arrangements entered into other than for trading purposes. Further, we do not engage in commodity or commodity derivative instrument purchasing or selling transactions.

Foreign Currency and Operations Risk

One of our
wholly-owned subsidiaries, OYO-GEO Impulse, is located in the Russian Federation. Therefore, our financial results may be affected by factors such as changes in foreign currency exchange rates, weak economic conditions in the Russian Federation or
changes in its political climate. Our consolidated balance sheet at June 30, 2009 reflected approximately $6.4 million of net working capital related to OYO-GEO Impulse. For third-party transactions, OYO-GEO Impulse both receives its income and
pays its expenses primarily in rubles. To the extent that transactions of OYO-GEO Impulse are settled in rubles, a devaluation of the ruble versus the U.S. dollar could reduce any contribution from OYO-GEO Impulse to our consolidated results of
operations and total comprehensive income as reported in U.S. dollars. We do not hedge the market risk with respect to our operations in the Russian Federation; therefore, such risk is a general and unpredictable risk of future disruptions in the
valuation of rubles versus U.S. dollars to the extent such disruptions result in any reduced valuation of OYO-GEO Impulses net working capital or future contributions to our consolidated results of operations. At June 30, 2009, the
foreign exchange rate of the U.S. dollar to the ruble was 1:31.3. If the U.S. dollar versus ruble exchange rate were to decline by ten percent, our working capital could decline by $0.6 million.

Foreign Currency Intercompany Accounts

From time to
time, we provide access to capital to our foreign subsidiaries through U.S. dollar denominated interest bearing promissory notes. Such funds are generally used by our foreign subsidiaries to purchase capital assets and for general working capital
needs. In addition, we sell products to our foreign subsidiaries in U.S. dollars on trade credit terms. Because these U.S. dollar denominated intercompany debts are accounted for in the local currency of our foreign subsidiaries, any appreciation or
devaluation of such foreign currencies against the U.S. dollar will result in a gain or loss, respectively, to our consolidated statement of operations. At June 30, 2009, we had outstanding accounts receivable of $1.7 million from our
subsidiary in Canada and $0.2 million from our subsidiary in the Russian Federation. At June 30, 2009, the foreign exchange rate of the U.S. dollar to the Canadian Dollar was 1:1.2 and the foreign exchange rate of the U.S. dollar to the ruble
was 1:31.3. If the U.S. dollar exchange rate were to weaken by ten percent against these foreign currencies, we would be subject to foreign exchange losses of approximately $0.2 million in Canada and $20,000 in the Russian Federation.

Floating Interest Rate Risk

The Credit Agreement and
the real estate mortgage agreement for our Pinemont facility each contain a floating interest rate. These floating interest rates subject us to the risk of increased interest costs associated with any upward movements in bank market interest rates.
Under the Credit Agreement as most recently amended, our borrowing interest rate is a LIBOR based rate plus 300  400 basis points. As of June 30, 2009, we had no borrowings outstanding under the Credit Agreement. Under the real estate
mortgage agreement our borrowing rate is a LIBOR based rate plus 150 basis points and as of June 30, 2009 we had borrowings of $8.3 million outstanding under this agreement at an effective rate of 1.8%. Due to the amount of borrowings
outstanding under the real estate mortgage agreement and potential future borrowings available under the Credit Agreement, any increased interest costs associated with movements in market interest rates could be material to our financial condition,
results of operations and/or cash flow. At June 30, 2009, based on our current level of borrowings, a 1.0% increase in interest rates would increase our interest expense annually by approximately $0.1 million.



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|Item 4. | Controls and Procedures
|------- | -----------------------

Our management is
responsible for establishing and maintaining a system of disclosure controls and procedures that is designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the
Exchange Act), is recorded, processed, summarized and reported within the time periods specified under the Securities and Exchange Commissions rules and forms, and that such information is accumulated and communicated to our
management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO). Nevertheless, there can be no assurance that the Companys disclosure controls and procedures will detect or uncover all failures
of persons within the Company and its consolidated subsidiaries to report material information otherwise required to be set forth in the Companys reports.

In connection with the preparation of this Quarterly Report on Form 10-Q, the Company carried out an evaluation under the supervision and with the participation of the Companys management, including the CEO and
CFO, as of June 30, 2009 of the effectiveness of the Companys disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that evaluation, the CEO and CFO concluded that
our disclosure controls and procedures are effective.

No changes in the Companys internal controls over financial reporting occurred
during the quarterly period ended June 30, 2009 that have materially affected, or are reasonably likely to materially affect, the Companys internal controls over financial reporting.



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PART IIOTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

Information in response to this item is included
in Part I, Item 1 in Note 9 Legal Proceedings and is incorporated by reference into Part II of this Quarterly Report on Form 10-Q.



|Item 1A. | Risk Factors
|-------- | ------------

We Have No Generator at the Pinemont Facility

Due to its proximity to the Texas Gulf Coast, our Pinemont facility is annually subject to the threat of hurricanes, and the aftermath that
follows. Hurricanes may cause, among other types of damage, the loss of electrical power for extended periods of time. If we lost electrical power at the Pinemont facility, we would be unable to continue our manufacturing and information technology
operations during the power outage because we do not own a generator or any other back-up power source large enough to provide for our power consumption needs. A significant disruption in our manufacturing and information technology operations could
materially and adversely affect our business operations during an extended period of a power outage.

The Credit Agreement Imposes Restrictions on Our
Business

Several of our subsidiaries are borrowers under a credit agreement with a bank. The credit agreement contains covenants and
requires maintenance of certain financial ratios and tests, which impose restrictions on our business and on the business of our borrower-subsidiaries. The most recent amendment to the credit agreement further tightened certain of these financial
covenants. We currently believe that the most restrictive covenants in the credit agreement are (i) the fixed charge coverage ratio of EBITDA to certain charges, and (ii) the cash flow leverage ratio of total borrowings (excluding real
estate borrowings) to adjusted EBITDA. Our ability to comply with these restrictions may be affected by events beyond our control, including, but not limited to, prevailing economic, financial and industry conditions and continuing declines in our
sales of products. The breach of any of these covenants or restrictions, as well as any failure to make a payment of interest or principal when due, could result in a default under the credit agreement. Such a default would permit our lender to
declare amounts borrowed from it to be due and payable, together with accrued and unpaid interest, and the ability to borrow under the credit agreement could be terminated. If we are unable to repay debt to our lender, the lender could proceed
against the collateral securing that debt. While we intend to seek alternative sources of cash in such a situation, there is no guarantee that any alternative cash source would be available, or would be available on terms favorable to us.



|Item 6. | Exhibits
|------- | --------

The following exhibits are filed with
this Quarterly Report on Form 10-Q.



|     |  |                                                                                                                  
|---- |  | -----------------------------------------------------------------------------------------------------------------
|     | 
|31.1 |  | Certification of the Company's Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|     | 
|31.2 |  | Certification of the Company's Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|     | 
|32.1 |  | Certification of the Company's Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|     | 
|32.2 |  | Certification of the Company's Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



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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 7, 2009 |  | By:                      |  | /s/ Gary D. Owens                                              
|      |  |                |  |                          |  | Gary D. Owens, Chairman of the Board                           
|      |  |                |  |                          |  | President and Chief Executive Officer (duly authorized officer)
|      |  |                | 
|Date: |  | August 7, 2009 |  | By:                      |  | /s/ Thomas T. McEntire                                         
|      |  |                |  |                          |  | Thomas T. McEntire                                             
|      |  |                |  |                          |  | Chief Financial Officer (principal financial officer)          



25