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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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|x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period Ended June 30, 2007
|- | ------------------------------------------------------------------------------------------------------------------------------------

OR



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

Commission file number 001-13601



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OYO GEOSPACE CORPORATION

(Exact
Name of Registrant as Specified in Its Charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|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)

(713) 986-4444

(Registrants telephone number, including area code)



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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 is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of
the Exchange Act. (Check one):

Large accelerated filer ̈Accelerated filer  x    Non-accelerated filer ̈

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 5,822,633 shares of the Registrants Common Stock outstanding as of the close of business on July 30, 2007.



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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 |  | 12
|                                                                                              | 
|Item 3. Quantitative and Qualitative Disclosures about Market Risk                            |  | 20
|                                                                                              | 
|Item 4. Controls and Procedures                                                               |  | 21
|                                                                                              | 
|Item 5. Other Information                                                                     |  | 21
|                                                                                              | 
|PART II. OTHER INFORMATION                                                                    |  |   
|                                                                                              | 
|Item 6. Exhibits                                                                              |  | 22



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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, 2007 |         | September 30, 2006
|                                                       |  | (unaudited)   |         |                   
|ASSETS                                                 |  |               |         |                    |   |        
|Current assets:                                        |  |               |         |                    |   |        
|Cash and cash equivalents                              |  | $             | 3,650   |                    | $ | 2,054  
|Trade accounts receivable, net                         |  |               | 25,411  |                    |   | 20,720 
|Notes receivable, net                                  |  |               | 2,059   |                    |   | 1,449  
|Inventories, net                                       |  |               | 48,774  |                    |   | 49,378 
|Deferred income tax                                    |  |               | 2,139   |                    |   | 1,805  
|Prepaid expenses and other                             |  |               | 1,863   |                    |   | 1,178  
|                                                       |  |               |         |                    |   |        
|Total current assets                                   |  |               | 83,896  |                    |   | 76,584 
|                                                       |  |              
|Rental equipment, net                                  |  |               | 581     |                    |   | 612    
|Property, plant and equipment, net                     |  |               | 36,556  |                    |   | 24,481 
|Patents, net                                           |  |               | 1,354   |                    |   | 1,758  
|Goodwill                                               |  |               | 1,843   |                    |   | 1,843  
|Deferred income tax                                    |  |               | 531     |                    |   | 951    
|Notes receivable-noncurrent, net                       |  |               | 1,326   |                    |   | 2,302  
|Other assets                                           |  |               | 680     |                    |   | 645    
|                                                       |  |               |         |                    |   |        
|Total assets                                           |  | $             | 126,767 |                    | $ | 109,176
|                                                       |  |               |         |                    |   |        
|                                                       |  |              
|LIABILITIES AND STOCKHOLDERS EQUITY                   |  |               |         |                    |   |        
|                                                       |  |              
|Current liabilities:                                   |  |               |         |                    |   |        
|Book overdrafts                                        |  | $             | 171     |                    | $ | 636    
|Notes payable and current maturities of long-term debt |  |               | 329     |                    |   | 312    
|Accounts payable                                       |  |               | 6,880   |                    |   | 6,593  
|Accrued expenses and other                             |  |               | 9,158   |                    |   | 8,108  
|Deferred revenue                                       |  |               | 2,360   |                    |   | 9,313  
|Income tax payable                                     |  |               | 2,284   |                    |   | 1,007  
|                                                       |  |               |         |                    |   |        
|Total current liabilities                              |  |               | 21,182  |                    |   | 25,969 
|Long-term debt                                         |  |               | 11,195  |                    |   | 7,440  
|                                                       |  |               |         |                    |   |        
|Total liabilities                                      |  |               | 32,377  |                    |   | 33,409 
|                                                       |  |               |         |                    |   |        
|Stockholders equity:                                  |  |               |         |                    |   |        
|Preferred stock                                        |  |               |        |                    |   |       
|Common stock                                           |  |               | 58      |                    |   | 57     
|Additional paid-in capital                             |  |               | 38,090  |                    |   | 34,637 
|Retained earnings                                      |  |               | 54,714  |                    |   | 40,029 
|Accumulated other comprehensive income                 |  |               | 1,528   |                    |   | 1,044  
|                                                       |  |               |         |                    |   |        
|Total stockholders equity                             |  |               | 94,390  |                    |   | 75,767 
|                                                       |  |               |         |                    |   |        
|Total liabilities and stockholders equity             |  | $             | 126,767 |                    | $ | 109,176
|                                                       |  |               |         |                    |   |        

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



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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, 2007      |           |   | June 30, 2006     |   |           | June 30, 2007 |  |   | June 30, 2006 |  
|Sales                                       |  | $                  | 30,536    |   |                   | $ | 30,064    |               |  | $ | 107,351       |   |  | $ | 74,652    |  
|Cost of sales                               |  |                    | 19,967    |   |                   |   | 18,701    |               |  |   | 67,501        |   |  |   | 48,592    |  
|                                            |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Gross profit                                |  |                    | 10,569    |   |                   |   | 11,363    |               |  |   | 39,850        |   |  |   | 26,060    |  
|                                            |  |                    |           |  
|Operating expenses:                         |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Selling, general and administrative         |  |                    | 3,449     |   |                   |   | 4,016     |               |  |   | 12,255        |   |  |   | 11,557    |  
|Research and development                    |  |                    | 1,740     |   |                   |   | 2,197     |               |  |   | 5,673         |   |  |   | 5,194     |  
|                                            |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Total operating expenses                    |  |                    | 5,189     |   |                   |   | 6,213     |               |  |   | 17,928        |   |  |   | 16,751    |  
|                                            |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Income from operations                      |  |                    | 5,380     |   |                   |   | 5,150     |               |  |   | 21,922        |   |  |   | 9,309     |  
|                                            |  |                    |           |  
|Other income (expense):                     |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Interest expense                            |  |                    | (178      | ) |                   |   | (189      | )             |  |   | (395          | ) |  |   | (615      | )
|Interest income                             |  |                    | 119       |   |                   |   | 154       |               |  |   | 366           |   |  |   | 433       |  
|Foreign exchange gains (losses)             |  |                    | 26        |   |                   |   | 54        |               |  |   | (2            | ) |  |   | 15        |  
|Other, net                                  |  |                    | (8        | ) |                   |   | 16        |               |  |   | (17           | ) |  |   | 45        |  
|                                            |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Total other income (expense), net           |  |                    | (41       | ) |                   |   | 35        |               |  |   | (48           | ) |  |   | (122      | )
|                                            |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Income before income taxes                  |  |                    | 5,339     |   |                   |   | 5,185     |               |  |   | 21,874        |   |  |   | 9,187     |  
|Income tax expense                          |  |                    | 1,650     |   |                   |   | 1,743     |               |  |   | 7,189         |   |  |   | 2,903     |  
|                                            |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Net income                                  |  | $                  | 3,689     |   |                   | $ | 3,442     |               |  | $ | 14,685        |   |  | $ | 6,284     |  
|                                            |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Basic earnings per share                    |  | $                  | 0.63      |   |                   | $ | 0.60      |               |  | $ | 2.54          |   |  | $ | 1.11      |  
|                                            |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Diluted earnings per share                  |  | $                  | 0.60      |   |                   | $ | 0.57      |               |  | $ | 2.42          |   |  | $ | 1.06      |  
|                                            |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Weighted average shares outstandingBasic   |  |                    | 5,813,209 |   |                   |   | 5,708,349 |               |  |   | 5,778,220     |   |  |   | 5,673,974 |  
|                                            |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Weighted average shares outstandingDiluted |  |                    | 6,111,113 |   |                   |   | 6,019,019 |               |  |   | 6,076,308     |   |  |   | 5,949,461 |  
|                                            |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  

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 Months Ended June 30, 2007 |         |   | Nine Months Ended June 30, 2006 |  
|Cash flows from operating activities:                                             |  |                                 |         |   |                                 |   |         |  
|Net income                                                                        |  | $                               | 14,685  |   |                                 | $ | 6,284   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                 |         |   |                                 |   |         |  
|Deferred income tax expense (benefit)                                             |  |                                 | (73     | ) |                                 |   | 2,018   |  
|Depreciation                                                                      |  |                                 | 2,456   |   |                                 |   | 2,464   |  
|Amortization                                                                      |  |                                 | 410     |   |                                 |   | 503     |  
|Stock-based compensation expense                                                  |  |                                 | 272     |   |                                 |   | 539     |  
|Inventory obsolescence expense                                                    |  |                                 | 1,235   |   |                                 |   | 17      |  
|Loss on disposal of property, plant and equipment                                 |  |                                 | 21      |   |                                 |   | 77      |  
|Bad debt expense (recovery) recovery                                              |  |                                 | (188    | ) |                                 |   | 33      |  
|Effects of changes in operating assets and liabilities:                           |  |                                 |         |   |                                 |   |         |  
|Trade accounts and notes receivable                                               |  |                                 | (4,137  | ) |                                 |   | (6,279  | )
|Inventories                                                                       |  |                                 | (631    | ) |                                 |   | (13,556 | )
|Prepaid expenses and other assets                                                 |  |                                 | (687    | ) |                                 |   | 754     |  
|Accounts payable                                                                  |  |                                 | 287     |   |                                 |   | 2,119   |  
|Accrued expenses and other                                                        |  |                                 | 974     |   |                                 |   | 3,230   |  
|Deferred revenue                                                                  |  |                                 | (6,953  | ) |                                 |   | 6,147   |  
|Income tax payable                                                                |  |                                 | 1,277   |   |                                 |   | (178    | )
|                                                                                  |  |                                 |         |   |                                 |   |         |  
|Net cash provided by operating activities                                         |  |                                 | 8,948   |   |                                 |   | 4,172   |  
|                                                                                  |  |                                 |         |   |                                 |   |         |  
|Cash flows from investing activities:                                             |  |                                 |         |   |                                 |   |         |  
|Capital expenditures                                                              |  |                                 | (14,398 | ) |                                 |   | (2,941  | )
|Investment in business acquisitions, net of cash acquired                         |  |                                 |        |   |                                 |   | (100    | )
|                                                                                  |  |                                 |         |   |                                 |   |         |  
|Net cash used in investing activities                                             |  |                                 | (14,398 | ) |                                 |   | (3,041  | )
|                                                                                  |  |                                 |         |   |                                 |   |         |  
|Cash flows from financing activities:                                             |  |                                 |         |   |                                 |   |         |  
|Change in book overdrafts                                                         |  |                                 | (465    | ) |                                 |   | 865     |  
|Borrowings under debt arrangements                                                |  |                                 | 28,063  |   |                                 |   | 31,643  |  
|Principal payments on debt arrangements                                           |  |                                 | (24,292 | ) |                                 |   | (33,928 | )
|Excess tax benefit from share-based compensation                                  |  |                                 | 1,655   |   |                                 |   |        |  
|Proceeds from exercise of stock options                                           |  |                                 | 1,548   |   |                                 |   | 1,092   |  
|                                                                                  |  |                                 |         |   |                                 |   |         |  
|Net cash provided by (used in) financing activities                               |  |                                 | 6,509   |   |                                 |   | (328    | )
|                                                                                  |  |                                 |         |   |                                 |   |         |  
|Effect of exchange rate changes on cash                                           |  |                                 | 537     |   |                                 |   | 411     |  
|                                                                                  |  |                                 |         |   |                                 |   |         |  
|Increase in cash and cash equivalents                                             |  |                                 | 1,596   |   |                                 |   | 1,214   |  
|Cash and cash equivalents, beginning of period                                    |  |                                 | 2,054   |   |                                 |   | 1,753   |  
|                                                                                  |  |                                 |         |   |                                 |   |         |  
|Cash and cash equivalents, end of period                                          |  | $                               | 3,650   |   |                                 | $ | 2,967   |  
|                                                                                  |  |                                 |         |   |                                 |   |         |  

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



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##### Table of Contents

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 (OYO Geospace) and its subsidiaries (collectively, the Company) at September 30, 2006 was derived from the Companys audited consolidated financial statements
at that date. The consolidated balance sheet at June 30, 2007 and the consolidated statements of operations for the three and nine months ended June 30, 2007 and 2006, and the consolidated statements of cash flows for the nine months ended
June 30, 2007 and 2006 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, 2007 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 fiscal year ended September 30, 2006.

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 investment securities purchased with an original or remaining maturity at the time of purchase of three months or
less to be cash equivalents.

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.

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 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 tests
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.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

OYO GEOSPACE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



Occasionally, the Companys 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 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 considers the following criteria for recognizing
revenue when delivery has not occurred:



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



| |  |  | Whether the Company has 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 the Company has received that request in writing,
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



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



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



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



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

The Company does not modify its normal billing and credit terms for these types of sales. As of June 30, 2007, there were $3.0 million of sales recorded 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, 2006)                     |  | $ | 689    |  
|Accruals for warranties issued during the period                             |  |   | 1,628  |  
|Accruals related to pre-existing warranties (including changes in estimates) |  |   |       |  
|Settlements made (in cash or in kind) during the period                      |  |   | (1,298 | )
|                                                                             |  |   |        |  
|Balance at the end of the period (June 30, 2007)                             |  | $ | 1,019  |  
|                                                                             |  |   |        |  

Stock-Based Compensation

The Companys employees and non-employee directors participate in stock-based compensation plans. The plans provide for the granting of non-qualified stock options and other equity-based incentive awards to
officers, key employees and non-employee directors.

The Company recorded stock-based compensation expense of approximately $11,000 and
$0.2 million for the three month periods ended June 30, 2007 and June 30, 2006, respectively. The Company recorded stock-based compensation expense of approximately $0.3 million and $0.5 million for the nine month periods ended
June 30, 2007 and June 30, 2006, respectively. The Company granted no options during the three and nine months ended June 30, 2007. The Company granted zero and 17,600 options during the three and nine months ended June 30, 2006,
respectively.



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##### Table of Contents

OYO GEOSPACE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



Recent Accounting Pronouncements

In May 2005, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 154, Accounting Changes and Error Correctionsa replacement of APB
Opinion No. 20 and FASB Statement No. 3 (SFAS No. 154). SFAS No. 154 requires retrospective application to prior periods financial statements for changes in accounting principle, unless it is impracticable to
determine either the period-specific effects or the cumulative effect of the change. SFAS No. 154 also requires that retrospective application of a change in accounting principle be limited to the direct effects of the change. Indirect effects
of a change in accounting principle should be recognized in the period of the accounting change. SFAS No. 154 also requires that a change in depreciation, amortization, or depletion method for long-lived non-financial assets be accounted for as
a change in accounting estimate affected by a change in accounting principle. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company adopted the
provisions of SFAS No. 154 as of October 1, 2006. The adoption of SFAS No. 154 did not have a material effect on the Companys consolidated financial statements.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities  Including an amendment of FASB Statement No. 115 (SFAS No. 159). SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value.
Unrealized gains and losses on items for which the fair value option has been elected will be recognized in earnings at each subsequent reporting date. SFAS No. 159 is effective for the first fiscal year beginning after November 15, 2006.
The Company is evaluating the impact that the adoption of SFAS No. 159 will have on its consolidated financial statements.

2. Earnings Per Common
Share

The following table summarizes the calculation of net earnings and weighted average common shares and common share equivalent
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, 2007      |           | June 30, 2006     |   | June 30, 2007 |  | June 30, 2006
|Net earnings available to common stockholders                                   |  | $                  | 3,689     |                   | $ | 3,442         |  | $             | 14,685    |  | $ | 6,284    
|                                                                                |  |                    |           |                   |   |               |  |               |           |  |   |          
|Weighted average common shares outstandingbasic                                |  |                    | 5,813,209 |                   |   | 5,708,349     |  |               | 5,778,220 |  |   | 5,673,974
|Weighted average common share equivalents outstanding                           |  |                    | 297,904   |                   |   | 310,670       |  |               | 298,088   |  |   | 275,487  
|                                                                                |  |                    |           |                   |   |               |  |               |           |  |   |          
|Weighted average common shares and common share equivalents outstandingdiluted |  |                    | 6,111,113 |                   |   | 6,019,019     |  |               | 6,076,308 |  |   | 5,949,461
|                                                                                |  |                    |           |                   |   |               |  |               |           |  |   |          
|Basic earnings per share                                                        |  | $                  | 0.63      |                   | $ | 0.60          |  | $             | 2.54      |  | $ | 1.11     
|                                                                                |  |                    |           |                   |   |               |  |               |           |  |   |          
|Diluted earnings per common share                                               |  | $                  | 0.60      |                   | $ | 0.57          |  | $             | 2.42      |  | $ | 1.06     
|                                                                                |  |                    |           |                   |   |               |  |               |           |  |   |          

There were no antidilutive shares of common stock for the three months ended June 30, 2007
and 2006, respectively. Options totaling zero and 473 shares of common stock for the nine months ended June 30, 2007 and 2006, respectively, were not included in the computation of weighted average shares because the impact of these options was
antidilutive.



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OYO GEOSPACE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



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, 2007      |       | June 30, 2006     |   | June 30, 2007 |  | June 30, 2006
|Net income                               |  | $                  | 3,689 |                   | $ | 3,442         |  | $             | 14,685 |  | $ | 6,284
|Foreign currency translation adjustments |  |                    | 360   |                   |   | 77            |  |               | 484    |  |   | 386  
|                                         |  |                    |       |                   |   |               |  |               |        |  |   |      
|Total comprehensive income               |  | $                  | 4,049 |                   | $ | 3,519         |  | $             | 15,169 |  | $ | 6,670
|                                         |  |                    |       |                   |   |               |  |               |        |  |   |      

4. Trade Accounts and Notes Receivable

Current trade accounts receivable consisted of the following (in thousands):



|                                |  |               |        |   |                    |   |        |  
|------------------------------- |  | ------------- | ------ | - | ------------------ | - | ------ | -
|                                |  | June 30, 2007 |        |   | September 30, 2006 |  
|Trade accounts receivable       |  | $             | 25,999 |   |                    | $ | 21,477 |  
|Allowance for doubtful accounts |  |               | (588   | ) |                    |   | (757   | )
|                                |  |               |        |   |                    |   |        |  
|                                |  | $             | 25,411 |   |                    | $ | 20,720 |  
|                                |  |               |        |   |                    |   |        |  

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 June 30, 2007 and September 30, 2006, the Companys current notes receivable was approximately $2.1 million and $1.4
million, respectively. The Companys current notes receivable at June 30, 2007 and September 30, 2006 did not require an allowance for doubtful notes. The Company also had notes receivable of approximately $1.3 million and $2.3
million classified as long-term at June 30, 2007 and September 30, 2006, respectively. Notes receivable are generally collateralized by the products sold and bear interest at rates ranging up to 11.3% per year.

5. Inventories

Inventories consisted of the
following (in thousands):



|                     |  |               |        |   |                    |   |        |  
|-------------------- |  | ------------- | ------ | - | ------------------ | - | ------ | -
|                     |  | June 30, 2007 |        |   | September 30, 2006 |  
|Finished goods       |  | $             | 13,914 |   |                    | $ | 11,077 |  
|Work-in-process      |  |               | 12,722 |   |                    |   | 17,661 |  
|Raw materials        |  |               | 25,372 |   |                    |   | 23,005 |  
|Obsolescence reserve |  |               | (3,234 | ) |                    |   | (2,365 | )
|                     |  |               |        |   |                    |   |        |  
|                     |  | $             | 48,774 |   |                    | $ | 49,378 |  
|                     |  |               |        |   |                    |   |        |  

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.

6. Segment and Geographic 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 and small data acquisition systems targeted at niche markets. Thermal Solutions products include thermal imaging equipment and dry thermal film targeted at screen print, point of sale, signage and textile market
sectors.



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OYO GEOSPACE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



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



|                               |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |        |  
|------------------------------ |  | ------------------ | ------ | - | ----------------- | - | ------ | ------------- |  | - | ------------- | - |  | - | ------ | -
|                               |  | Three Months Ended |        |   | Nine Months Ended |  
|                               |  | June 30, 2007      |        |   | June 30, 2006     |   |        | June 30, 2007 |  |   | June 30, 2006 |  
|Net sales:                     |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |        |  
|Seismic                        |  | $                  | 26,106 |   |                   | $ | 25,821 |               |  | $ | 95,813        |   |  | $ | 63,549 |  
|Thermal solutions              |  |                    | 4,367  |   |                   |   | 4,243  |               |  |   | 11,340        |   |  |   | 11,103 |  
|Corporate                      |  |                    | 63     |   |                   |   |       |               |  |   | 198           |   |  |   |       |  
|                               |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |        |  
|Total                          |  | $                  | 30,536 |   |                   | $ | 30,064 |               |  | $ | 107,351       |   |  | $ | 74,652 |  
|                               |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |        |  
|Income (loss) from operations: |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |        |  
|Seismic                        |  | $                  | 6,628  |   |                   | $ | 7,072  |               |  | $ | 27,621        |   |  | $ | 15,338 |  
|Thermal solutions              |  |                    | 616    |   |                   |   | 531    |               |  |   | 795           |   |  |   | 621    |  
|Corporate                      |  |                    | (1,864 | ) |                   |   | (2,453 | )             |  |   | (6,494        | ) |  |   | (6,650 | )
|                               |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |        |  
|Total                          |  | $                  | 5,380  |   |                   | $ | 5,150  |               |  | $ | 21,922        |   |  | $ | 9,309  |  
|                               |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |        |  

7. Credit Agreement

On November 22, 2004, several of the Companys subsidiaries entered into a credit agreement (the Credit Agreement) with a bank. Under the Credit Agreement, as amended on January 10, 2007 by
the Third Amendment to Credit Agreement, the Companys borrower subsidiaries can borrow up to $25.0 million secured principally by their accounts receivable, inventories and equipment. Prior to the Third Amendment to the Credit Agreement, the
Companys borrower subsidiaries were able to borrow up to $20.0 million. The Credit Agreement, as amended, expires on January 31, 2010. The Credit Agreement limits the incurrence of additional indebtedness, requires the maintenance of
certain financial ratios, restricts the Companys and the borrower subsidiaries ability to pay dividends and contains other covenants customary in agreements of this type. The Company was in compliance with the covenants as of
June 30, 2007.

At June 30, 2007, there were borrowings of $6.9 million under the Credit Agreement and $0.6 million of standby
letters of credit outstanding. The Company was not subject to a borrowing base and was able to borrow the full available amount subject to its remaining in compliance with certain covenants. The interest rate for borrowing under the Credit Agreement
is, at the Companys option, a discounted prime rate or a LIBOR based rate, as defined.

8. Intellectual Property; Film Supplier Developments

In April 2002, the Company purchased for $2.3 million certain intellectual property rights from its then primary supplier of dry thermal
film (the Former Primary Film Supplier). Such purchase gave the Company exclusive ownership of all technology used by the Former Primary Film Supplier to manufacture dry thermal film used in the thermal imaging equipment the Company
manufactures. Such purchase included technology then existing and any dry thermal film technology thereafter developed by the Former Primary Film Supplier for use in the Companys equipment. The Company also entered into an amended supply
agreement pursuant to which the Former Primary Film Supplier agreed to provide the Company with dry thermal film. In connection with the purchase, the Company agreed to license the technology to the Former Primary Film Supplier on a perpetual basis
so long as it could meet predefined quality and delivery requirements. If the Former Primary Film Supplier could not meet such requirements, the agreement provided the Company with the right to use the technology itself or to license the technology
to any third party to manufacture dry thermal film.

On July 3, 2002, the Former Primary Film Supplier filed a Chapter 11
reorganization petition in Federal Bankruptcy Court for the Western District of New York. At the date of such bankruptcy filing, the Company had $3.4 million of long-term assets carried on its balance sheet as a result of the transactions with the
Former Primary Film Supplier described above.

Shortly thereafter, the Former Primary Film Supplier ceased providing the Company with dry
thermal film. As a result, the Company began using the technology it purchased from the Former Primary Film Supplier to manufacture its own brand of dry thermal film and continued to purchase large quantities of dry thermal film from an alternative
film supplier (the Other Film Supplier).

As a result of the bankruptcy filing by the Former Primary Film Supplier, the Company
recorded a $1.2 million charge in its third quarter of fiscal year 2002 due to the ultimate uncertainty of realization of value on certain assets, particularly



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OYO GEOSPACE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



certain prepaid purchase benefits and other benefits under the amended supply contract with the Former Primary Film Supplier. At that time, the Company
believed there was not any impairment in the value of the intellectual property it acquired from the Former Primary Film Supplier because of its ability to utilize the intellectual property to manufacture dry thermal film either internally or
elsewhere.

On December 10, 2002, the Company received a notice of claim, in connection with the Former Primary Film Suppliers
bankruptcy, for alleged preferential payments made by the Former Primary Film Supplier to it in the period before filing of the bankruptcy proceeding in the approximate amount of $259,000. The Company recorded a provision for this claim based upon
its estimate of the likelihood of a liability and probable loss. On July 7, 2004, an amended claim was filed against the Company and the amount of the alleged preferential payments made by the Former Primary Film Supplier was increased to
approximately $895,000. On January 20, 2006, a motion to amend was filed regarding the claims pending against the Company. On August 28, 2006, the motion to amend was denied. The Former Primary Film Suppliers bankruptcy proceeding
has been converted to a Chapter 7 liquidation proceeding, and a trustee has been appointed for the bankrupt estate.

On March 8, 2007,
the Company and the trustee for the bankruptcy estate entered into a court-approved settlement agreement pursuant to which the Company paid $95,000 to the bankruptcy estate in full settlement of the claims for preferential payments as described
above. The Companys general unsecured claim as a creditor of the Former Primary Film Supplier has been increased to include this $95,000 payment. The settlement agreement also provided for the full release of any claims by the bankruptcy
estate against the Company. The Company is unable at this time to predict the outcome and effects of its claim as a creditor.

9. Income Taxes

The United States statutory tax rate for the periods reported was 34.0%. The Companys effective tax rate for the three months
ended June 30, 2007 and 2006 was 30.9% and 33.6%, respectively. The Companys effective tax rate for the nine months ended June 30, 2007 and 2006 was 32.9% and 31.6%, respectively. When compared to the United States statutory rate,
the Companys lower effective tax rate for each period reflects tax benefits related to (i) the extraterritorial income deductions applicable to foreign export sales reported by the Company through December 31, 2006, (ii) the
manufacturers/producers deduction, and (iii) lower statutory tax rates applicable to profits earned in foreign jurisdictions.



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##### Table of Contents

|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 and accompanying notes and other detailed information appearing elsewhere in this 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. You can identify these forward-looking statements by terminology such as may, will, should, intend, expect,
plan, budget, forecast, anticipate, believe, estimate, predict, potential, continue or similar words. You should read statements that contain
these words 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, 2006, 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. You should be aware that 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

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. 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 dry thermal film products targeted at the screen print, point of sale, signage and textile market sectors. We have
been manufacturing thermal imaging products in what is called our Thermal Solutions segment since 1995. We report and evaluate financial information for two segments: Seismic and Thermal Solutions.

Seismic Products

The seismic segment of our business
accounts for a 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

Seismic data acquisition is conducted by combining a seismic energy source and a data recording system. We provide many of the components of data recording systems, including geophones, hydrophones, seismic leader
wire, geophone string connectors, seismic telemetry cables and other seismic related products. We also design and manufacture specialized data collection units targeted at niche markets. On land, our customers use our geophones, leader wire, cables
and connectors to receive, measure and transmit seismic reflections resulting from an energy source to data collection units, which store information for processing and analysis. 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 collection 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 products are compatible with most major seismic data collection units currently in use, and sales result primarily from seismic contractors purchasing our products as components of new seismic data systems or to
repair and replace components of seismic data systems already in use.

Our wholly-owned subsidiary in the Russian Federation, OYO-GEO
Impulse International, LLC (OYO-GEO Impulse), manufactures international standard geophone sensors and related seismic products for the Russian and other international seismic marketplaces. Operating in foreign locations involves certain
risks as discussed under the heading Quantitative and Qualitative Disclosures about Market Risk  Foreign Currency and Operations Risk and Foreign Currency Intercompany Accounts and Notes Receivable.



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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 the 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 products, 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 have deployed these borehole systems in the United States, Canada, Mexico and China.

Emerging Technology Products

We have been expanding
our products beyond seismic applications by utilizing our existing engineering experience and manufacturing capabilities. We now 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 products, such as those used in connection with global positioning products.

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 solutions products include thermal printers, thermal printheads and dry thermal film. Our thermal printers produce images ranging in size from 12 to 54 inches wide and in resolution from 400 to 1,200 dots
per inch, or dpi. We market our thermal solutions products to a variety of industries, including the screen print, point of sale, signage and textile markets. We also continue to sell these products to our seismic customers, though this
market comprises a small percentage of sales of our thermal solutions products.

In April 2002, we acquired intellectual property necessary
to manufacture dry thermal film from Labelon Corporation, our former supplier of dry thermal film (the Former Primary Film Supplier). This purchase gave us exclusive ownership of all technology used by our Former Primary Film Supplier to
manufacture dry thermal film. We are now using this intellectual property to produce our own brand of dry thermal film to sell to the customers of our manufactured line of thermal printers. We also continue to distribute another brand of dry thermal
film to users of our thermal printers.

On July 3, 2002, the Former Primary Film Supplier filed a Chapter 11 reorganization petition
in Federal Bankruptcy Court for the Western District of New York. At the date of such bankruptcy filing, we had $3.4 million of long-term assets carried on our balance sheet as a result of prior transactions with the Former Primary Film Supplier
(including a $2.3 million investment in intellectual property acquired from the Former Primary Film Supplier described above).

Shortly
thereafter, the Former Primary Film Supplier ceased providing us with dry thermal film. As a result, we are currently purchasing a large quantity of dry thermal film from an alternative film supplier, and we are using the technology we purchased
from the Former Primary Film Supplier to manufacture dry thermal film internally.

As a result of the bankruptcy filing by the Former
Primary Film Supplier, we recorded a $1.2 million charge in fiscal year 2002 due to the ultimate uncertainty of realization of value on certain assets, particularly certain prepaid purchase benefits and other benefits under the amended supply
contract with the Former Primary Film Supplier. At that time, we believed there was not any impairment in the value of the intellectual property we acquired from the Former Primary Film Supplier because we are utilizing such property to manufacture
dry thermal film.

On December 10, 2002, we received a notice of claim, in connection with the Former Primary Film Suppliers
bankruptcy, for alleged preferential payments made by the Former Primary Film Supplier to us in the period before the bankruptcy proceeding in the approximate amount of $259,000. On July 7, 2004, an amended claim was filed against us and the
amount of the alleged preferential payments made by the Former Primary Film Supplier was increased to approximately $895,000. On January 20, 2006, a motion to amend was filed regarding the claims pending against us. On August 28, 2006, the
motion to amend was denied.



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On March 8, 2007, we entered into a court-approved settlement agreement with the trustee of the
bankruptcy estate pursuant to which we paid $95,000 to the bankruptcy estate in full settlement of the claims for preferential payments as described above. Our general unsecured claim as a creditor of the Former Primary Film Supplier has been
increased to include this $95,000 payment. The settlement agreement also provided for the full release of any claims by the bankruptcy estate against us. We are unable at this time to predict the outcome and effects of our claim as a creditor.

On September 30, 2004, we acquired for $1.8 million the thermal printhead production assets from Graphtec Corporation
(Graphtec). Prior to that date, Graphtec was the only supplier of wide-format thermal printheads that we used to manufacture our wide-format thermal imaging equipment. We concluded the manufacturing of printheads in Fujisawa, Japan in
December 2004 using the assets that we acquired from Graphtec and relocated those assets, along with certain key employees of the division, to our facility located at 7007 Pinemont Drive in Houston, Texas (our Pinemont facility). In
April 2005, we began producing printheads at our Pinemont facility. As a result, we believe we are now the only manufacturer of wide-format thermal printheads in the world.

The quality of thermal images on film is determined primarily by the interface between a thermal printhead and the thermal film. As a result of our
acquisition of intellectual property from our Former Primary Film Supplier and acquisition of thermal printhead production assets from Graphtec, we are now manufacturing 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 another brand of generally high-quality dry thermal film to users of our thermal printers. This other brand of dry thermal film can be
abrasive to our thermal printheads, resulting in high warranty costs associated with the replacement of damaged printheads. We are attempting to modify our thermal printheads so that they interface better with this other brand of dry thermal film.
In addition, we are engaged in efforts to develop a new line of dry thermal film in order to improve the image quality of our own film for use with our printheads and thus reduce our reliance on the other brand of dry thermal film that tends to be
abrasive to 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 film
improvements.

Facilities Expansion

We
have been running at or near full capacity in portions of our original Pinemont facility. As a result, in fiscal year 2006 we opted to expand our Pinemont facility manufacturing space to approximately double its original size. We are now in the
process of adding and assembling the appropriate manufacturing machinery and equipment with some production output expected to begin in our fiscal fourth quarter. We estimate the total cost of this facility expansion and machinery and equipment
additions to be $12.0 million. Costs for the facility expansion and machinery and equipment are being funded from our internal cash flows and/or from borrowings under our Credit Agreement, discussed below under the heading Liquidity and
Capital Resources. In the coming months, we expect to obtain a long-term loan secured by a mortgage on our Pinemont facility to replenish our cash reserves and/or repay borrowings under our Credit Agreement.

As a result of growth in our Russian operation, and with an expectation of new product lines to be introduced over the coming years, we are evaluating
plans to expand our manufacturing capacity in the Russian Federation, including the construction of added capacity onto our existing 120,000 square foot facility. We are still in the early phases of planning for this project and considering the
various options available to us. The construction or acquisition of any additional space is expected to be completed in the 2008 calendar year at an estimated cost of $3.0 million. The Russian facility expansion is expected to be financed from
(i) our internal cash flows, (ii) the sale of non-critical assets, and/or (iii) from borrowings under our Credit Agreement, discussed below under the heading Liquidity and Capital Resources.

Incentive Compensation Program

We have adopted an
incentive compensation program for fiscal year 2007 whereby most employees are eligible to begin earning incentive compensation upon the company exceeding a 5% pretax return on shareholders equity (determined as of September 30, 2006). In
addition, certain key employees are also required to achieve specific goals to earn a significant portion of their incentive compensation award. Bonus awards earned under the program are paid out to eligible employees after the end of the fiscal
year.

Upon reaching the 5% threshold under this program, an incentive compensation accrual is established equal to 30% of the amount of
any consolidated pretax profits above the 5% pretax return threshold. The maximum aggregate bonus under the program for fiscal year 2007 is $3.2 million. As a result of the significant pretax profits earned by the company during



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the three months ended December 31, 2006 and upon the expectation that key employees will achieve their goals, we accrued incentive compensation
expenses of $3.2 million during our first quarter of fiscal year 2007, which is the maximum amount allowed under the program. As a result, there have been no additional incentive compensation expenses recorded since the first quarter ended
December 31, 2006, and we anticipate that there will be no additional accruals of incentive compensation expense throughout the remainder of fiscal year 2007. Under a similar incentive compensation program for fiscal year 2006, we accrued
incentive compensation expenses of $2.9 million for the nine months ended June 30, 2006.

Results of Operations

General

We experienced strong worldwide demand for
our seismic exploration products in the third quarter of 2007. Demand was strong in both our land and marine products and across most of our international markets, although we are seeing some decline in our backlog for these products. Our third
quarter results were favorably impacted by the sale of a $3.0 million seismic borehole system for use in the U.S. market. We received this order late in the third quarter and we have expectations of booking several smaller borehole system orders in
the fourth quarter.

Our seismic borehole systems have been well-received by the marketplace and we are pleased with the increasing
acceptance of this suite of reservoir imaging products. However, as we have reported in the past, our sales and operating profits have varied significantly from quarter-to-quarter, and even year-to-year, and are expected to continue that trend in
the future, especially when our quarterly financial results are impacted by the presence or absence of these relatively large, but somewhat erratic, shipments of seismic borehole and/or seabed data acquisition systems. At present, we do not have any
large orders for these reservoir characterization products in our product backlog, although, we are optimistic about a number of on-going negotiations with customers concerning these products. We are working hard to close certain of these
negotiations in the fourth quarter, but we cannot now determine what impact, if any, these potential orders may have on our fourth quarter or on future quarters. The quote-to-contract time for large permanent and retrievable seabed seismic data
acquisition systems is generally quite long, and since these sales are not recognized until the products are shipped, the exact timing of any future sales can dramatically affect our quarterly results.

We report and evaluate financial information for two segments: Seismic and Thermal Solutions. Summary financial data by business segment follows (in
thousands):



|                                           |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |        |  
|------------------------------------------ |  | ------------------ | ------ | - | ----------------- | - | ------ | ------------- |  | - | ------------- | - |  | - | ------ | -
|                                           |  | Three Months Ended |        |   | Nine Months Ended |  
|                                           |  | June 30, 2007      |        |   | June 30, 2006     |   |        | June 30, 2007 |  |   | June 30, 2006 |  
|Seismic                                    |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |        |  
|Revenues from Seismic Exploration Products |  | $                  | 21,493 |   |                   | $ | 17,354 |               |  | $ | 70,824        |   |  | $ | 51,345 |  
|Revenues from Seismic Reservoir Products   |  |                    | 4,613  |   |                   |   | 8,467  |               |  |   | 24,989        |   |  |   | 12,204 |  
|                                           |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |        |  
|Total Seismic Revenues                     |  |                    | 26,106 |   |                   |   | 25,821 |               |  |   | 95,813        |   |  |   | 63,549 |  
|Operating income                           |  |                    | 6,628  |   |                   |   | 7,072  |               |  |   | 27,621        |   |  |   | 15,338 |  
|Thermal Solutions                          |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |        |  
|Revenue                                    |  |                    | 4,367  |   |                   |   | 4,243  |               |  |   | 11,340        |   |  |   | 11,103 |  
|Operating income                           |  |                    | 616    |   |                   |   | 531    |               |  |   | 795           |   |  |   | 621    |  
|Corporate                                  |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |        |  
|Revenue                                    |  |                    | 63     |   |                   |   |       |               |  |   | 198           |   |  |   |       |  
|Operating loss                             |  |                    | (1,864 | ) |                   |   | (2,453 | )             |  |   | (6,494        | ) |  |   | (6,650 | )
|Consolidated Totals                        |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |        |  
|Revenue                                    |  |                    | 30,536 |   |                   |   | 30,064 |               |  |   | 107,351       |   |  |   | 74,652 |  
|Operating income                           |  |                    | 5,380  |   |                   |   | 5,150  |               |  |   | 21,922        |   |  |   | 9,309  |  

Overview

Three and nine months ended June 30, 2007 compared to three and nine months ended June 30, 2006

Consolidated
sales for the three months ended June 30, 2007 increased by $0.5 million, or 1.6%, from the corresponding period of the prior fiscal year. The increase in sales primarily reflects strong demand for our seismic exploration products resulting
from increased worldwide demand for seismic surveys. Such demand was offset by weaker demand for our seismic reservoir products, principally due to the delivery of an $8.0 million permanent seismic reservoir system during the three months ended
June 30, 2006. Consolidated sales for the nine months ended June 30, 2007 increased by $32.6 million, or 43.8%, from the corresponding period of the prior fiscal year. Such increase in sales reflects the strong demand for seismic
exploration products as well as the revenue recognition of $16.9 million from the sale of a reservoir characterization system during our first quarter ended December 31, 2006.

Consolidated gross profits for the three months ended June 30, 2007 decreased by $0.8 million, or 7.0%, from the corresponding period of the prior fiscal year. The decrease in gross
profits primarily resulted from a lower level of sales of our seismic reservoir products, which generally yield higher gross profit margins. Consolidated gross profits for the nine months ended June 30, 2007 increased by $13.8 million, or
52.9%, from the corresponding period of the prior fiscal year. The increased gross profits are the result of increased sales of both seismic exploration and seismic reservoir products, including the revenue recognition of a $16.9 seismic reservoir
characterization system during our first quarter ended December 31, 2006.

Consolidated operating expenses for the three months ended
June 30, 2007 decreased $1.0 million, or 16.5%, from the corresponding period of the prior fiscal year. The decrease in operating expenses primarily resulted from a decline in incentive compensation expense of $1.3 million since we did not
record any incentive compensation expense during the three months ended June 30, 2007, as discussed above under the heading Incentive Compensation Programs. Consolidated operating expenses for the nine months ended
June 30, 2007 increased $1.2 million, or 7.0%, from the corresponding period of the prior fiscal year. The increased operating expenses primarily resulted from a general increase in expenses consistent with increased sales.



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The United States statutory tax rate for the periods reported was 34.0%. The effective tax rate for the
three months ended June 30, 2007 and 2006 was 30.9% and 33.6%, respectively. The effective tax rate for the nine months ended June 30, 2007 and 2006 was 32.9% and 31.6%, respectively. When compared to the United States statutory rate, our
effective tax rate for each period reflects tax benefits related to (i) the extraterritorial income deductions applicable to foreign export sales reported through December 31, 2006, (ii) the manufacturers/producers
deduction, and (iii) lower statutory tax rates applicable to profits earned in foreign jurisdictions. As a result of U.S. tax legislation that phases out a special deduction allowed to U.S. export manufacturers, our effective tax rate is
expected to increase in future periods.

Seismic Products

Net Sales

Sales of our seismic products for the three months ended June 30, 2007 increased $0.3 million, or 1.1%, from
the corresponding period of the prior fiscal year. The increase in sales primarily reflects stronger demand for our seismic exploration products resulting from increased worldwide demand for seismic surveys. Such sales increases were partially
offset with a decline in sales of our seismic reservoir products, principally due to the delivery of an $8.0 million permanent seismic reservoir system during the three months ended June 30, 2006. Sales of our seismic products for the nine
months ended June 30, 2007 increased $32.3 million, or 50.8%, from the corresponding period of the prior fiscal year. The sales increase is primarily due to higher sales of both seismic exploration and seismic reservoir characterization
products, including the recognition of $16.9 million in revenues from the sale of a reservoir characterization system during our first quarter ended December 31, 2006. In addition, sales of our seismic exploration products into the Canadian and
Russian markets have increased as a result of increasing worldwide demand for seismic surveys.

Operating Income

Operating income associated with sales of our seismic products for the three months ended June 30, 2007 decreased $0.4 million, or 6.3%, from the
corresponding period of the prior fiscal year. The decrease in operating income primarily resulted from significantly reduced sales of our seismic reservoir products, which contain higher gross profit margins. For the nine months ended June 30,
2007, operating income increased $12.3 million, or 80.1%, from the corresponding period of the prior fiscal year. The increase in operating income resulted from increased sales, including the revenue recognition of the $16.9 million reservoir
characterization system discussed above.

Thermal Solutions Products

Net Sales

Sales of our thermal solutions products for the three months ended June 30, 2007
increased $0.1 million, or 2.9%, from the corresponding period of the prior fiscal year. Sales of our thermal solutions products for the nine months ended June 30, 2007 increased $0.2 million, or 2.1%, from the corresponding periods of the
prior fiscal year. The increase in sales for each of these periods resulted primarily from increased sales of thermal imaging equipment. These sales increases were partially offset by a decline in thermal film sales for each period.

Operating Income

Operating income associated with
sales of our thermal solutions products for the three months ended June 30, 2007 increased $0.1 million, or 16.0%, from the corresponding period of the prior fiscal year. Operating income associated with sales of our thermal solutions products
for the nine months ended June 30, 2007 increased $0.2 million, or 28.0%, from the corresponding period of the prior fiscal year. Such improvement is generally the result of manufacturing process improvements implemented since the prior year,
and we expect such improvements to benefit future periods.

Liquidity and Capital Resources

At June 30, 2007, we had $3.7 million of cash and cash equivalents. For the nine months ended June 30, 2007, we generated approximately $8.9
million of cash from operating activities. The cash generated from operating activities resulted from our net income of $14.7 million, which included net non-cash charges of $4.1 million for deferred taxes, depreciation, amortization, stock-based
compensation, inventory obsolescence and bad debts. Other sources of cash from operating activities, including changes in our working capital accounts, are a $1.3 million increase in income taxes payable resulting from increased taxable profits, and
a $1.3 million temporary increase in accounts payable and accrued expenses resulting from the timing of cash disbursements. These sources of cash were partially offset by (i) a $7.0 million decline in deferred revenue resulting from the
recognition of revenue due to the sale of a large reservoir characterization system in our first quarter, (ii) a $4.1 million increase in trade accounts and notes receivable resulting from increased sales, (iii) a $0.7 million increase in
prepaid expenses due to the timing of certain payments, and (iv) a $0.6 million increase in inventories resulting



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from new and anticipated customer orders. As previously noted, we have been in a period of significant demand for our products, which has resulted in a
build-up of our inventories to be able to continue to meet actual and anticipated future customer demand. Such increases in our inventory levels have likewise resulted in increases in our inventory obsolescence expense as the level of obsolete and
slow moving inventories increase. The increased level of inventories has put greater demands on our management of inventories, and we are giving substantial attention to the management of our inventories in this context.

For the nine months ended June 30, 2007, we used approximately $14.4 million of cash in investing activities for capital expenditures. We estimate
that our total capital expenditures in fiscal year 2007 will be approximately $16$17 million, which includes expenditures to expand our Pinemont facility and to acquire new machinery and equipment. For the nine months ended June 30, 2007,
we incurred construction costs of $7.1 million for the Pinemont facility expansion and have incurred total construction costs of $8.0 million to-date for the Pinemont facility expansion. We are funding the cost of the Pinemont facility expansion and
the purchase of new machinery and equipment from our internal cash flows and/or from borrowings under the Credit Agreement. Upon completion of the Pinemont facility expansion, we expect to obtain a long-term loan secured by a mortgage on our
Pinemont facility to replenish our cash reserves and/or repay borrowings under our Credit Agreement. We are also planning to expand our manufacturing capacity in the Russian Federation in calendar year 2008 at an estimated cost of $3.0 million. We
expect to fund the Russian capacity expansion from (i) our internal cash flows, (ii) the sale of non-critical assets, and/or (iii) borrowings under the Credit Agreement.

For the nine months ended June 30, 2007, we generated approximately $6.5 million of cash in financing activities. The cash generated from financing
activities resulted from $3.8 million of net borrowings under the credit facility, $1.5 million of cash received from the exercise of stock options by directors and employees and a $1.7 million tax benefit related to such stock option exercises.

On November 22, 2004, several of our subsidiaries entered into a credit agreement (the Credit Agreement) with a bank.
Under the Credit Agreement, as amended on January 10, 2007 by the Third Amendment to Credit Agreement, our borrower subsidiaries can borrow up to $25.0 million principally secured by their accounts, inventories and equipment. Prior to the Third
Amendment to Credit Agreement, our borrower subsidiaries could borrow up to $20.0 million. The Credit Agreement, as amended, expires on January 31, 2010. The Credit Agreement limits the incurrence of additional indebtedness, requires the
maintenance of certain financial amounts, restricts our borrower subsidiaries ability to pay dividends and contains other covenants customary in agreements of this type. We believe that the ratio of total liabilities to tangible net worth and
the asset coverage ratio could prove to be the most restrictive. The interest rate for borrowings under the Credit Agreement is, at our borrower subsidiaries option, a discounted prime rate or a LIBOR based rate. At June 30, 2007, there
were borrowings of $6.9 million under the Credit Agreement and $0.6 million of standby letters of credit outstanding. For an example of our current interest rate structure, see the discussion under the heading Quantitative and Qualitative
Disclosures about Market Risk  Floating Interest Rate Risk.

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 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 and other long-lived assets to determine whether there has been an impairment since the date of
the relevant acquisition. We have elected to make September 30 the annual impairment assessment date and will perform additional impairment tests if a change in circumstances occurs that would more likely than not reduce the fair value of
long-lived assets below their carrying amount. 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, 2006 and found that there were no impairments at that time; thus, step two was not necessary.



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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 six 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 there is 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.

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 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, 2007, we had $3.0 million of sales recorded under bill and hold arrangements.

Recent Accounting Pronouncements

In May 2005, the
Financial Accounting Standards Board (FASB) issued SFAS No. 154 Accounting Changes and Error Correctionsa replacement of APB Opinion No. 20 and FASB Statement No. 3(SFAS No. 154). SFAS
No. 154 requires retrospective application to prior periods financial statements for changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS
No. 154 also requires that retrospective application of a change in accounting principle be limited to the direct effects of the change. Indirect effects of a change in accounting principle should be recognized in the period of the accounting
change. SFAS No. 154 also requires that a change in depreciation, amortization, or depletion method for long-lived non-financial assets be accounted for as a change in accounting estimate affected by a change in accounting principle. SFAS
No. 154 is effective for



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accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. We adopted the provisions of SFAS No. 154 as
of October 1, 2006. The adoption of SFAS No. 154 did not have a material effect on our consolidated financial statements.

In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities  Including an Amendment of FASB Statement No. 115 (SFAS No. 159). . SFAS
No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. Unrealized gains and losses on items for which the fair value option has been elected will be recognized in earnings at each
subsequent reporting date. SFAS No. 159 is effective for the first fiscal year beginning after November 15, 2006. We are evaluating the impact that the adoption of SFAS No. 159 will have on our consolidated financial statements.



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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 for purposes other than 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, 2007 reflected approximately $4.2 million of net working capital related to OYO-GEO Impulse. 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, 2007, the foreign exchange rate of
the U.S. dollar to the ruble was 1:25.8. If the U.S. dollar versus ruble exchange rate were to decline by ten percent, our working capital could decline by $0.4 million.

Foreign Currency Intercompany Accounts and Notes Receivable

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, 2007, we had outstanding accounts and notes receivable of $2.2 million and $1,000, from our subsidiaries in
the Russian Federation and the United Kingdom, respectively. At June 30, 2007, the foreign exchange rate of the U.S. dollar to ruble was 1:25.8. If the U.S. dollar versus ruble exchange rate were to decline by ten percent our intercompany notes
receivable could decline by $0.2 million. Due to the relatively small amount of intercompany receivables due from the United Kingdom changes in the exchange rate would not have a material effect.

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, our borrowing interest rate is a discounted prime lending rate or a LIBOR based rate, whichever we select. Under the real estate mortgage agreement, our borrowing rate is a LIBOR based rate plus 159 basis points with a
minimum rate of 3.8%. As of June 30, 2007, we had borrowings of $6.9 million under the Credit Agreement and had standby letters of credit in the amount of $0.6 million outstanding at a borrowing rate of 6.9%. We also had borrowings of $2.7
million outstanding under our real estate mortgage agreement at a rate of 6.9%. Due to the amount of borrowings outstanding under these facilities, including potential 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, 2007, based on our current level of borrowings, a 1.0% increase in interest rates would
increase our interest expense annually by approximately $95,000.



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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, 2007 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 in ensuring that all material information required to be filed in this Quarterly Report has been made known to them in a timely fashion.

No changes in the Companys internal controls over financial reporting occurred during the quarterly period ended June 30, 2007 that have
materially affected, or are reasonably likely to materially affect, the Companys internal controls over financial reporting.



|Item 5. | Other Information.
|------- | ------------------

Pursuant to Section 54 of
the OYO Geospace Corporation Amended and Restated Bylaws, the board of directors of the Company adopted Amendment No. 1 to OYO Geospace Corporation Amended and Restated Bylaws (the Amendment), effective as of May 8, 2007, to
comply with new requirements of The NASDAQ Stock Market, LLC. The Amendment amends Section 4 of the OYO Geospace Corporation Amended and Restated Bylaws to (i) allow for the issuance of securities that are not represented by physical
certificates and (ii) permit stockholders to participate in a Direct Registration Program. The Amendment is attached as Exhibit 3.1 to this Quarterly Report on Form 10-Q. The foregoing description of the Amendment is qualified by reference to
such exhibit.



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PART IIOTHER INFORMATION



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

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



|     |  |                                                                                                                  
|---- |  | -----------------------------------------------------------------------------------------------------------------
|3.1  |  | Amendment No. 1 to OYO Geospace Corporation Amended and Restated Bylaws.                                         
|     | 
|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 2, 2007 |  | By: |  | /s/ Gary D. Owens                    
|                     |  |     |  | Gary D. Owens, Chairman of the Board 
|                     |  |     |  | President and Chief Executive Officer
|                     |  |     |  | (duly authorized officer)            
|                     |  |    
|Date: August 2, 2007 |  | By: |  | /s/ Thomas T. McEntire               
|                     |  |     |  | Thomas T. McEntire                   
|                     |  |     |  | Chief Financial Officer              
|                     |  |     |  | (principal financial officer)        



23