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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, 2005



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 an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act).    Yes ̈No  x



There were 5,623,390 shares of the Registrants Common Stock outstanding as of the close
of business on July 26, 2005.



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##### Table of Contents

Table of Contents



|                                                                                              |  |           
|--------------------------------------------------------------------------------------------- |  | ----------
|                                                                                              |  | PageNumber
|PART I.
FINANCIAL INFORMATION                                                                 |  |           
|                                                                                              | 
|Item 1.
Financial Statements Unaudited                                                        |  | 3         
|                                                                                              | 
|Item 2.
Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 16        
|                                                                                              | 
|Item 3.
Quantitative and Qualitative Disclosures about Market Risks                           |  | 30        
|                                                                                              | 
|Item 4.
Controls and Procedures                                                               |  | 31        
|                                                                                              | 
|PART II.
OTHER INFORMATION                                                                    |  |           
|                                                                                              | 
|Item 6.
Exhibits and Reports on Form 8-K                                                      |  | 32        



2



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##### Table of Contents

PART IFINANCIAL INFORMATI
ON



Item 1.
Financial Statements



OYO
GEOSPACE CORPORATION AND SUBSIDIARIES



CONSOLIDATED
BALANCE SHEETS

(in thousands)

(unaudited)



|                                                       |  |               |        |                    |   |       
|------------------------------------------------------ |  | ------------- | ------ | ------------------ | - | ------
|                                                       |  | June 30, 2005 |        | September 30, 2004
|ASSETS                                                 |  |               |        |                    |   |       
|Current assets:                                        |  |               |        |                    |   |       
|Cash and cash equivalents                              |  | $             | 236    |                    | $ | 3,139 
|Trade accounts receivable, net                         |  |               | 13,318 |                    |   | 10,849
|Notes receivable                                       |  |               | 3,976  |                    |   | 1,978 
|Inventories, net                                       |  |               | 29,854 |                    |   | 25,406
|Deferred income tax                                    |  |               | 1,774  |                    |   | 1,567 
|Prepaid expenses and other                             |  |               | 2,221  |                    |   | 2,494 
|                                                       |  |               |        |                    |   |       
|Total current assets                                   |  |               | 51,379 |                    |   | 45,433
|                                                       |  |              
|Rental equipment, net                                  |  |               | 2,160  |                    |   | 1,916 
|Property, plant and equipment, net                     |  |               | 22,433 |                    |   | 21,421
|Patents, net                                           |  |               | 2,618  |                    |   | 3,127 
|Goodwill, net                                          |  |               | 1,843  |                    |   | 1,843 
|Deferred income tax                                    |  |               | 2,446  |                    |   | 2,700 
|Other assets                                           |  |               | 1,713  |                    |   | 1,354 
|                                                       |  |               |        |                    |   |       
|Total assets                                           |  | $             | 84,592 |                    | $ | 77,794
|                                                       |  |               |        |                    |   |       
|LIABILITIES AND STOCKHOLDERS EQUITY                   |  |               |        |                    |   |       
|                                                       |  |              
|Current liabilities:                                   |  |               |        |                    |   |       
|Notes payable and current maturities of long-term debt |  | $             | 344    |                    | $ | 1,029 
|Accounts payable                                       |  |               | 4,286  |                    |   | 4,876 
|Accrued expenses and other                             |  |               | 4,974  |                    |   | 5,838 
|Deferred revenue                                       |  |               | 293    |                    |   | 316   
|Income tax payable                                     |  |               | 274    |                    |   | 585   
|                                                       |  |               |        |                    |   |       
|Total current liabilities                              |  |               | 10,171 |                    |   | 12,644
|                                                       |  |              
|Long-term debt                                         |  |               | 11,418 |                    |   | 5,805 
|                                                       |  |               |        |                    |   |       
|Total liabilities                                      |  |               | 21,589 |                    |   | 18,449
|                                                       |  |               |        |                    |   |       
|Minority interest in consolidated subsidiary           |  |               | 177    |                    |   | 145   
|                                                       |  |              
|Stockholders equity:                                  |  |               |        |                    |   |       
|Preferred stock                                        |  |               |       |                    |   |      
|Common stock                                           |  |               | 56     |                    |   | 56    
|Additional paid-in capital                             |  |               | 31,659 |                    |   | 31,115
|Retained earnings                                      |  |               | 30,824 |                    |   | 27,752
|Accumulated other comprehensive income                 |  |               | 287    |                    |   | 277   
|                                                       |  |               |        |                    |   |       
|Total stockholders equity                             |  |               | 62,826 |                    |   | 59,200
|                                                       |  |               |        |                    |   |       
|Total liabilities and stockholders equity             |  | $             | 84,592 |                    | $ | 77,794
|                                                       |  |               |        |                    |   |       



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, 2005      |           |   | June 30, 2004     |   |           | June 30, 2005 |  |   | June 30, 2004 |  
|Sales                                            |  | $                  | 23,115    |   |                   | $ | 13,945    |               |  | $ | 59,702        |   |  | $ | 47,623    |  
|Cost of sales                                    |  |                    | 16,545    |   |                   |   | 9,397     |               |  |   | 40,960        |   |  |   | 29,338    |  
|                                                 |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Gross profit                                     |  |                    | 6,570     |   |                   |   | 4,548     |               |  |   | 18,742        |   |  |   | 18,285    |  
|                                                 |  |                    |           |  
|Operating expenses:                              |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Selling, general and administrative              |  |                    | 3,474     |   |                   |   | 2,577     |               |  |   | 10,678        |   |  |   | 8,985     |  
|Research and development                         |  |                    | 1,342     |   |                   |   | 1,170     |               |  |   | 3,772         |   |  |   | 3,651     |  
|                                                 |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Total operating expenses                         |  |                    | 4,816     |   |                   |   | 3,747     |               |  |   | 14,450        |   |  |   | 12,636    |  
|                                                 |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Income from operations                           |  |                    | 1,754     |   |                   |   | 801       |               |  |   | 4,292         |   |  |   | 5,649     |  
|Other income (expense):                          |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Interest expense                                 |  |                    | (207      | ) |                   |   | (109      | )             |  |   | (463          | ) |  |   | (360      | )
|Interest income                                  |  |                    | 126       |   |                   |   | 55        |               |  |   | 365           |   |  |   | 203       |  
|Foreign exchange gains (losses)                  |  |                    | (65       | ) |                   |   | (5        | )             |  |   | 35            |   |  |   | 187       |  
|Other, net                                       |  |                    | 34        |   |                   |   | (52       | )             |  |   | 49            |   |  |   | (73       | )
|                                                 |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Total other expense, net                         |  |                    | (112      | ) |                   |   | (111      | )             |  |   | (14           | ) |  |   | (43       | )
|                                                 |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Income before income taxes and minority interest |  |                    | 1,642     |   |                   |   | 690       |               |  |   | 4,278         |   |  |   | 5,606     |  
|Income tax expense (benefit)                     |  |                    | 481       |   |                   |   | (393      | )             |  |   | 1,174         |   |  |   | 140       |  
|                                                 |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Income before minority interest                  |  |                    | 1,161     |   |                   |   | 1,083     |               |  |   | 3,104         |   |  |   | 5,466     |  
|Minority interest                                |  |                    | (3        | ) |                   |   | 1         |               |  |   | (32           | ) |  |   | (23       | )
|                                                 |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Net income                                       |  | $                  | 1,158     |   |                   | $ | 1,084     |               |  | $ | 3,072         |   |  | $ | 5,443     |  
|                                                 |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Basic earnings per share                         |  | $                  | 0.21      |   |                   | $ | 0.19      |               |  | $ | 0.55          |   |  | $ | 0.98      |  
|                                                 |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Diluted earnings per share                       |  | $                  | 0.20      |   |                   | $ | 0.19      |               |  | $ | 0.54          |   |  | $ | 0.96      |  
|                                                 |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Weighted average shares outstanding - Basic      |  |                    | 5,611,610 |   |                   |   | 5,580,854 |               |  |   | 5,600,368     |   |  |   | 5,568,892 |  
|                                                 |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Weighted average shares outstanding - Diluted    |  |                    | 5,751,605 |   |                   |   | 5,715,081 |               |  |   | 5,733,479     |   |  |   | 5,677,279 |  
|                                                 |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  



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 MonthsEnded June 30, 2005 |         |   | Nine MonthsEnded June 30, 2004 |  
|Cash flows from operating activities:                                                       |  |                                |         |   |                                |   |         |  
|Net income                                                                                  |  | $                              | 3,072   |   |                                | $ | 5,443   |  
|Adjustments to reconcile net income to net cash provided by (used in) operating activities: |  |                                |         |   |                                |   |         |  
|Deferred income tax benefit                                                                 |  |                                | 48      |   |                                |   | (858    | )
|Depreciation                                                                                |  |                                | 2,617   |   |                                |   | 3,024   |  
|Amortization                                                                                |  |                                | 523     |   |                                |   | 569     |  
|Minority interest                                                                           |  |                                | 32      |   |                                |   | 24      |  
|(Gain) loss on disposal of property, plant and equipment                                    |  |                                | 34      |   |                                |   | (148    | )
|Bad debt expense                                                                            |  |                                | 454     |   |                                |   | (5      | )
|Effects of changes in operating assets and liabilities:                                     |  |                                |         |   |                                |   |         |  
|Trade accounts and notes receivable                                                         |  |                                | (5,176  | ) |                                |   | 291     |  
|Inventories                                                                                 |  |                                | (4,449  | ) |                                |   | (2,867  | )
|Prepaid expenses and other assets                                                           |  |                                | (850    | ) |                                |   | 449     |  
|Accounts payable                                                                            |  |                                | 846     |   |                                |   | (253    | )
|Accrued expenses and other                                                                  |  |                                | (807    | ) |                                |   | 1,514   |  
|Deferred revenue                                                                            |  |                                | (23     | ) |                                |   | 142     |  
|Income tax payable                                                                          |  |                                | (311    | ) |                                |   | 650     |  
|                                                                                            |  |                                |         |   |                                |   |         |  
|Net cash provided by (used in) operating activities                                         |  |                                | (3,990  | ) |                                |   | 7,975   |  
|                                                                                            |  |                                |         |   |                                |   |         |  
|Cash flows from investing activities:                                                       |  |                                |         |   |                                |   |         |  
|Capital expenditures                                                                        |  |                                | (5,611  | ) |                                |   | (2,180  | )
|Proceeds from sale of property and equipment                                                |  |                                | 1,367   |   |                                |   | 1,232   |  
|                                                                                            |  |                                |         |   |                                |   |         |  
|Net cash used in investing activities                                                       |  |                                | (4,244  | ) |                                |   | (948    | )
|                                                                                            |  |                                |         |   |                                |   |         |  
|Cash flows from financing activities:                                                       |  |                                |         |   |                                |   |         |  
|Borrowings under debt arrangements                                                          |  |                                | 23,806  |   |                                |   | 11,353  |  
|Principal payments on debt arrangements                                                     |  |                                | (18,878 | ) |                                |   | (16,942 | )
|Proceeds from exercise of stock options                                                     |  |                                | 418     |   |                                |   | 344     |  
|                                                                                            |  |                                |         |   |                                |   |         |  
|Net cash provided by (used in) financing activities                                         |  |                                | 5,346   |   |                                |   | (5,245  | )
|                                                                                            |  |                                |         |   |                                |   |         |  
|Effect of exchange rate changes on cash                                                     |  |                                | (15     | ) |                                |   | (35     | )
|                                                                                            |  |                                |         |   |                                |   |         |  
|Increase (decrease) in cash and cash equivalents                                            |  |                                | (2,903  | ) |                                |   | 1,747   |  
|                                                                                            |  |                               
|Cash and cash equivalents, beginning of period                                              |  |                                | 3,139   |   |                                |   | 671     |  
|                                                                                            |  |                                |         |   |                                |   |         |  
|Cash and cash equivalents, end of period                                                    |  | $                              | 236     |   |                                | $ | 2,418   |  
|                                                                                            |  |                                |         |   |                                |   |         |  



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



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OYO GEOSPACE CORPORATION AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



1. Significant Accounting Policies



Basis of Presentation



The consolidated balance sheet of OYO Geospace Corporation (OYO Geospace) and its subsidiaries (collectively,
the Company) at September 30, 2004 was derived from the Companys audited consolidated financial statements as of that date. The consolidated balance sheet at June 30, 2005 and the consolidated statements of operations for the three
and nine months ended June 30, 2005 and 2004, and the consolidated statements of cash flows for the nine months ended June 30, 2005 and 2004, 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 recorded. The results of operations for the three and nine months ended June 30, 2005 are not necessarily
indicative of the operating results for a full year or of future operations.



Certain information and footnote disclosures normally included in financial statements presented in accordance with accounting principles generally accepted in the United States of America were omitted. The
accompanying consolidated financial statements should be read in conjunction with the financial statements and notes thereto contained in the Companys Annual Report on Form 10-K for the year ended September 30, 2004.



Cash and Cash Equivalents



The Company considers all highly liquid debt 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.



Goodwill
and Other Intangibles



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 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, the Company no longer records goodwill amortization expense. The Company reviews 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. The Company has 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. The Company performed step one at
September 30, 2004 and found that there were no impairments at that time; thus, step two was not necessary.



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





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OYO GEOSPACE CORPORATION AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



to rental periods of up to six 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 there is a significant
performance test, the Company does not recognize the revenue attributable to the performance test until the performance test is satisfied. Collection of this revenue may occur at various stages of production or after delivery of the product, and is
not refundable to the customer. Most of the Companys products do not require installation assistance or sophisticated instruction.



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



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



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



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



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



Occasionally 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 the Companys customers face logistical issues, such as project delays or with their seismic crew
deployment. In these instances, the Companys customers have asked it 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 when 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 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 the Companys 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 bill and hold arrangements. As of June 30, 2005, the Company had recorded $1.5 million of sales under
bill and hold arrangements.





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OYO GEOSPACE CORPORATION AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



Research and Development Costs



The Company expenses research and development costs as incurred. Research
and development costs include salaries, employee benefit costs, department supplies, 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 contained in the following table (in thousands):



|                                                                             |  |   |      |  
|---------------------------------------------------------------------------- |  | - | ---- | -
|Balance at the beginning of the nine-month period starting October 1, 2004   |  | $ | 909  |  
|Accruals for warranties issued during the period                             |  |   | 680  |  
|Accruals related to pre-existing warranties (including changes in estimates) |  |   |     |  
|Settlements made (in cash or in kind) during the period                      |  |   | (773 | )
|                                                                             |  |   |      |  
|Balance at the end of the nine-month period ending June 30, 2005             |  | $ | 816  |  
|                                                                             |  |   |      |  



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OYO GEOSPACE CORPORATION AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



Stock-Based Compensation



Employee stock plans are accounted for under the intrinsic value method of
recognition and measurement principles as discussed in the provisions of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. The Company utilizes the Black-Scholes option valuation model to value stock options
for pro forma presentation of income and per share data as if the fair value based method in SFAS No. 123, Accounting for Stock-Based Compensation, had been used to account for stock-based compensation. The following presents the pro
forma effect on net income and earnings per share data if a fair value based method had been used to account for stock-based compensation (in thousands, except per share data):



|                                                                                                                                          |  |                    |       |   |                   |   |       |               |  |   |               |   |  |   |       |  
|----------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ----- | - | ----------------- | - | ----- | ------------- |  | - | ------------- | - |  | - | ----- | -
|                                                                                                                                          |  | Three Months Ended |       |   | Nine Months Ended |  
|                                                                                                                                          |  | June 30, 2005      |       |   | June 30, 2004     |   |       | June 30, 2005 |  |   | June 30, 2004 |  
|Net income, as reported                                                                                                                   |  | $                  | 1,158 |   |                   | $ | 1,084 |               |  | $ | 3,072         |   |  | $ | 5,443 |  
|                                                                                                                                          |  |                    |       |  
|Add: Total stock-based employee compensation, net of taxes                                                                                |  |                    |      |   |                   |   |      |               |  |   |              |   |  |   |      |  
|                                                                                                                                          |  |                    |       |  
|Deduct: Total stock-based employee compensation expense determined under the fair value method for all awards, net of related tax
effects |  |                    | (83   | ) |                   |   | (102  | )             |  |   | (211          | ) |  |   | (365  | )
|                                                                                                                                          |  |                    |       |   |                   |   |       |               |  |   |               |   |  |   |       |  
|Pro forma income                                                                                                                          |  | $                  | 1,075 |   |                   | $ | 982   |               |  | $ | 2,861         |   |  | $ | 5,078 |  
|                                                                                                                                          |  |                    |       |   |                   |   |       |               |  |   |               |   |  |   |       |  
|Earnings per share:                                                                                                                       |  |                    |       |   |                   |   |       |               |  |   |               |   |  |   |       |  
|                                                                                                                                          |  |                    |       |  
|Basic-as reported                                                                                                                         |  | $                  | 0.21  |   |                   | $ | 0.19  |               |  | $ | 0.55          |   |  | $ | 0.98  |  
|Basic-pro forma                                                                                                                           |  | $                  | 0.19  |   |                   | $ | 0.18  |               |  | $ | 0.51          |   |  | $ | 0.91  |  
|                                                                                                                                          |  |                    |       |  
|Diluted-as reported                                                                                                                       |  | $                  | 0.20  |   |                   | $ | 0.19  |               |  | $ | 0.54          |   |  | $ | 0.96  |  
|Diluted-pro forma                                                                                                                         |  | $                  | 0.19  |   |                   | $ | 0.17  |               |  | $ | 0.50          |   |  | $ | 0.89  |  



The above amounts are
based on the Black-Scholes valuation model. The key variables used in valuing the options were as follows: risk free interest rate based on an estimated option term of ten years, no dividends, a risk-free rate of 4.3% and an expected volatility of
55%.



The Company has not issued any shares of restricted stock
since August 1, 2001. All issued shares of restricted stock are fully vested; thus there are no outstanding shares of restricted stock. The prior issuances by the Company of restricted stock were recorded at the fair value of the stock subject to
those awards and were recorded as a component of stockholders equity, with a credit to additional paid in capital. The Company recorded compensation expense based on the vesting criteria of the individual awards. The Company will account for
future issuances of restricted stock awards in accordance with applicable guidelines, which require that stock-based awards be measured and recognized at fair value. All factors for the valuation of such awards will be determined under the
Black-Scholes option-pricing model.





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OYO GEOSPACE CORPORATION AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



Recent Accounting Pronouncements



In November 2004, the Financial Accounting Standards Board, or
FASB, issued SFAS No. 151 Inventory Costs (SFAS 151). This statement amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility
expense, freight, handling costs, and wasted material (spoilage). SFAS 151 requires that those items be recognized as current-period charges. In addition, this statement requires the allocation of fixed production overhead to costs of conversion be
based upon the normal capacity of the production facilities. The provisions of SFAS 151 are effective for inventory costs incurred in fiscal years beginning after June 15, 2005. As such, the Company is required to adopt these provisions at the
beginning of fiscal year 2006. The Company is currently evaluating the impact of SFAS 151 on its consolidated financial statements.



In December 2004, the FASB issued SFAS No. 123R, Share-Based Payment (SFAS 123R), which requires companies to measure and
recognize compensation expense for all stock-based payments at fair value. SFAS 123R will be effective for fiscal years beginning after December 15, 2005 and, thus, will be effective for the Company at the beginning of fiscal year 2007. Retroactive
application of the provisions of SFAS 123R to the beginning of the fiscal year that includes the effective date is permitted, but not required. The Company is currently evaluating the impact of SFAS 123R on its consolidated financial statements.



On December 16, 2004, the FASB issued SFAS No. 153,
Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29 (SFAS No. 153). SFAS No. 153 replaces the exception from fair value measurement in APB Opinion No. 29 for nonmonetary exchanges of similar productive assets
with a general exception from fair value measurement for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change
significantly as a result of the exchange. SFAS No. 153 is to be applied prospectively, and is effective for nonmonetary asset exchanges occurring in fiscal years beginning after the date of issuance of SFAS No. 153 and thus, will be effective for
the Company at the beginning of its fiscal year 2006. The Company believes that the adoption of this Standard will not have a material impact on the Companys consolidated financial statements.



In March 2005, the Securities and Exchange Commission (SEC)
released Staff Accounting Bulletin No. 107, Share-Based Payment (SAB No. 107). SAB No. 107 outlines the SEC staffs position regarding the application of SFAS No. 123(R). SAB No. 107 contains interpretive guidance related to the
interaction between SFAS No. 123(R) and certain SEC rules and regulations, as well as provides the staffs views regarding the valuation of share-based payment arrangements for public companies. SAB No. 107 also highlights the importance of
disclosures related to the accounting for share-based payment transactions. The Company is currently reviewing the effect of SAB No. 107 on its consolidated financial statements.



In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections (SFAS No. 154)
which supersedes APB Opinion No. 20, Accounting Changes and SFAS No. 3 Reporting Accounting Changes in Interim Financial Statements. SFAS No. 154 changes the requirements for accounting for and reporting of changes in
accounting principle. The statement requires the retroactive application to prior periods financial statements of changes in accounting principles, unless it is impracticable to determine either the period specific effects or the cumulative
effect of the change. SFAS No. 154 does not change the guidance for reporting the correction of an error in previously issued financial statements or the change in accounting estimate. SFAS No. 154 is effective for accounting changes and corrections
of errors made in fiscal years beginning after December 15, 2005. The Company believes that the adoption of this Standard beginning with its 2007 fiscal year will not have a material impact on the Companys consolidated financial statements.



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OYO GEOSPACE CORPORATION AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



2. Earnings Per Common Share



The following table summarizes the Companys net earnings and weighted
average common shares outstanding and common share equivalents 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, 2005      |           | June 30, 2004     |   | June 30, 2005 |  | June 30, 2004
|Net earnings available to common stockholders                           |  | $                  | 1,158     |                   | $ | 1,084         |  | $             | 3,072     |  | $ | 5,443    
|                                                                        |  |                    |           |                   |   |               |  |               |           |  |   |          
|Weighted average common shares outstanding                              |  |                    | 5,611,610 |                   |   | 5,580,854     |  |               | 5,600,368 |  |   | 5,568,892
|Weighted average common share equivalents outstanding                   |  |                    | 139,995   |                   |   | 134,227       |  |               | 133,111   |  |   | 108,387  
|                                                                        |  |                    |           |                   |   |               |  |               |           |  |   |          
|Weighted average common shares and common share equivalents outstanding |  |                    | 5,751,605 |                   |   | 5,715,081     |  |               | 5,733,479 |  |   | 5,677,279
|                                                                        |  |                    |           |                   |   |               |  |               |           |  |   |          
|Basic earnings per share                                                |  | $                  | 0.21      |                   | $ | 0.19          |  | $             | 0.55      |  | $ | 0.98     
|                                                                        |  |                    |           |                   |   |               |  |               |           |  |   |          
|Diluted earnings per common share                                       |  | $                  | 0.20      |                   | $ | 0.19          |  | $             | 0.54      |  | $ | 0.96     
|                                                                        |  |                    |           |                   |   |               |  |               |           |  |   |          



Options exercisable
for an aggregate of 5,293 and 8,649 shares of common stock for the three months ended June 30, 2005 and June 30, 2004, respectively, and options exercisable for an aggregate of 6,028 and 21,452 shares of common stock for the nine months ended June
30, 2005 and 2004, respectively, were not included in the computation of weighted average common shares because the impact of these options was antidilutive.



3. Comprehensive Income



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



|                                         |  |                    |       |   |                   |   |       |               |  |               |       |  |   |      
|---------------------------------------- |  | ------------------ | ----- | - | ----------------- | - | ----- | ------------- |  | ------------- | ----- |  | - | -----
|                                         |  | Three Months Ended |       |   | Nine Months Ended
|                                         |  | June 30, 2005      |       |   | June 30, 2004     |   |       | June 30, 2005 |  | June 30, 2004
|Net income                               |  | $                  | 1,158 |   |                   | $ | 1,084 |               |  | $             | 3,072 |  | $ | 5,443
|                                         |  |                    |       |  
|Foreign currency translation adjustments |  |                    | (367  | ) |                   |   | (280  | )             |  |               | 10    |  |   | 57   
|                                         |  |                    |       |   |                   |   |       |               |  |               |       |  |   |      
|Total comprehensive income               |  | $                  | 791   |   |                   | $ | 804   |               |  | $             | 3,082 |  | $ | 5,500
|                                         |  |                    |       |   |                   |   |       |               |  |               |       |  |   |      



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OYO GEOSPACE CORPORATION AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



4. Trade Accounts and Notes Receivable



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



|                                |  |               |        |   |                    |   |        |  
|------------------------------- |  | ------------- | ------ | - | ------------------ | - | ------ | -
|                                |  | June 30, 2005 |        |   | September 30, 2004 |  
|Trade accounts receivable       |  | $             | 14,229 |   |                    | $ | 11,538 |  
|Allowance for doubtful accounts |  |               | (911   | ) |                    |   | (689   | )
|                                |  |               |        |   |                    |   |        |  
|                                |  | $             | 13,318 |   |                    | $ | 10,849 |  
|                                |  |               |        |   |                    |   |        |  



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. The Company does not have any off-balance-sheet credit exposure related to its customers.



At June 30, 2005 and September 30, 2004, the Companys current notes receivable were $4.0 million and $2.0 million,
respectively. The Company also had notes receivable of $1.2 million and $0.6 million classified as long-term at June 30, 2005 and June 30, 2004, respectively. The long-term trade notes receivable are classified on the balance sheet as other assets.
Notes receivable are generally collateralized by the products sold, and bear interest at rates ranging up to 11% per year. The notes receivable at June 30, 2005 will be due at various times through December 2006. The increase in trade notes
receivable since September 30, 2004 resulted from the sale of products to customers requesting extended financing terms.



5. Inventories



The Companys inventories consisted of the following (in thousands):



|                     |  |               |        |   |                    |   |        |  
|-------------------- |  | ------------- | ------ | - | ------------------ | - | ------ | -
|                     |  | June 30, 2005 |        |   | September 30, 2004 |  
|Finished goods       |  | $             | 6,263  |   |                    | $ | 5,471  |  
|Work-in-process      |  |               | 7,311  |   |                    |   | 3,940  |  
|Raw materials        |  |               | 18,261 |   |                    |   | 17,627 |  
|Obsolescence reserve |  |               | (1,981 | ) |                    |   | (1,632 | )
|                     |  |               |        |   |                    |   |        |  
|                     |  | $             | 29,854 |   |                    | $ | 25,406 |  
|                     |  |               |        |   |                    |   |        |  



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.





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OYO GEOSPACE CORPORATION AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



6. Segment and Geographic Information



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



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



|                               |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |        |  
|------------------------------ |  | ------------------ | ------ | - | ----------------- | - | ------ | ------------- |  | - | ------------- | - |  | - | ------ | -
|                               |  | Three Months Ended |        |   | Nine Months Ended |  
|                               |  | June 30, 2005      |        |   | June 30, 2004     |   |        | June 30, 2005 |  |   | June 30, 2004 |  
|Net sales:                     |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |        |  
|Seismic                        |  | $                  | 19,762 |   |                   | $ | 10,441 |               |  | $ | 49,706        |   |  | $ | 37,950 |  
|Thermal Solutions              |  |                    | 3,353  |   |                   |   | 3,504  |               |  |   | 9,996         |   |  |   | 9,673  |  
|                               |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |        |  
|Total                          |  | $                  | 23,115 |   |                   | $ | 13,945 |               |  | $ | 59,702        |   |  | $ | 47,623 |  
|                               |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |        |  
|Income (loss) from operations: |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |        |  
|Seismic                        |  | $                  | 3,400  |   |                   | $ | 1,551  |               |  | $ | 9,644         |   |  | $ | 9,030  |  
|Thermal Solutions              |  |                    | 155    |   |                   |   | 616    |               |  |   | 172           |   |  |   | 1,205  |  
|Corporate                      |  |                    | (1,801 | ) |                   |   | (1,366 | )             |  |   | (5,524        | ) |  |   | (4,586 | )
|                               |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |        |  
|Total                          |  | $                  | 1,754  |   |                   | $ | 801    |               |  | $ | 4,292         |   |  | $ | 5,649  |  
|                               |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |        |  



|                  |  |               |        |                    |   |       
|----------------- |  | ------------- | ------ | ------------------ | - | ------
|                  |  | June 30, 2005 |        | September 30, 2004
|Total assets:     |  |               |        |                    |   |       
|Seismic           |  | $             | 59,189 |                    | $ | 49,667
|Thermal Solutions |  |               | 14,856 |                    |   | 15,979
|Corporate         |  |               | 10,547 |                    |   | 12,148
|                  |  |               |        |                    |   |       
|                  |  | $             | 84,592 |                    | $ | 77,794
|                  |  |               |        |                    |   |       



Included in the
Companys seismic business segments results for the nine months ended June 30, 2004 was a performance bonus payment of approximately $3.6 million the Company received from BP p.l.c. for the continued successful performance of a deepwater
reservoir characterization system in the North Sea sold to the customer in fiscal year 2002. There were no significant costs incurred in that period related to the performance bonus earned.



7. Line of Credit



On November 22, 2004, several of OYO Geospaces subsidiaries entered into a credit agreement (the Credit
Agreement) with a bank. Under the Credit Agreement, OYO Geospaces borrower subsidiaries can borrow up to $15.0 million secured principally by their accounts and notes receivable and inventories. The Credit Agreement expires on November
21, 2007. Borrowings under the Credit Agreement are subject to borrowing base restrictions





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OYO GEOSPACE CORPORATION AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



based on levels of eligible accounts receivable, notes receivable and inventories. The Credit
Agreement limits the incurrence of additional indebtedness, requires the maintenance of certain financial amounts, restricts OYO Geospaces and the borrower subsidiaries ability to pay dividends and contains other covenants customary in
agreements of this type. The interest rate for borrowings under the Credit Agreement is, at the borrower subsidiaries option, a discounted prime rate or a LIBOR based rate. At June 30, 2005 there were borrowings of $6.5 million under the
Credit Agreement, and additional available borrowings of $8.5 million. Since September 30, 2004, the Companys borrowings increased $5.9 million. The increased borrowings resulted from a combination of factors, including (i) a $5.2 million
increase in the Companys accounts and notes receivable resulting from increased business activity and customers requesting extended financing terms, (ii) a $4.4 million increase in the Companys inventories due to increased customer
orders, (iii) a $5.6 million investment in property and equipment, including $1.4 million used to purchase printhead production assets from Graphtec Corporation and $1.0 million used to construct a cleanroom to utilize such equipment to manufacture
printheads at the Companys Pinemont facility in Houston, and (iv) a $1.2 million payment by the Company for fiscal 2004 accrued employee bonuses.



The Company is in negotiations with its bank to increase the borrowing availability under the Credit Facility to $20 million from the current $15 million
of borrowing availability. The Company expects that it will be successful in increasing the availability under the Credit Agreement but has no assurances that it will be able to do so.



8. 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 the 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 certain prepaid purchase benefits and other benefits under the amended supply contract with the Former Primary Film Supplier.
The Company does not believe there has been 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





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OYO GEOSPACE CORPORATION AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



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. 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.
The Company is unable at this time to estimate the likelihood of a liability arising out of this supplemental claim or the amount, if any, of probable loss. The Company intends to vigorously defend against such claim under the overall circumstances
of its relationship with the Former Primary Film Supplier. At present, the Company does not know whether it will make any claims against the Former Primary Film Supplier and it is unable to predict whether any additional claims will be made against
it in connection with the Former Primary Film Suppliers bankruptcy proceeding as to any aspect of its relationship with the Former Primary Film Supplier. The Company is unable at this time to predict the outcome and effects of this situation.



9. Income Taxes



The Companys U.S. statutory tax rate for the three and nine months
ended June 30, 2005 was 34.0%; however, the Companys effective tax rate for the three months and nine months ended June 30, 2005 was 29.3% and 27.4%, respectively. The effective tax rate reflects anticipated U.S. tax benefits related to
extraterritorial income deductions applicable to foreign export sales. The effective tax rate for the three and nine months ended June 30, 2004 was a benefit of 57.0% and an expense of 2.5%, respectively. During the three months ended June 30, 2004,
the Company recorded tax benefits of $0.5 million reflecting a change in the Companys estimate for previously unrecognized tax deductions and tax credits related to its fiscal year 2003 U.S. tax return. During the nine months ended June 30,
2004, in addition to the tax deductions and credits previously referred to, the Company realized taxable income that allowed it to utilize certain of its deferred tax assets and, therefore, reversed a deferred tax valuation allowance of $0.8 million
in its first quarter.



On October 22, 2004, the President
signed the American Jobs Creation Act of 2004 (the Act). The Act creates a temporary incentive for U.S. corporations to repatriate accumulated income earned abroad by providing an 85% dividends-received deduction for certain dividends
from controlled foreign operations. The deduction is subject to a number of limitations and, as of today, uncertainty remains as to how to interpret numerous provisions in the Act. As such, the Company is not yet in a position to determine whether,
and to what extent, it might repatriate foreign earnings that have not yet been remitted to the U.S.





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##### Table of Contents

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operation
s



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. The discussion of our financial condition and results of operations includes various forward-looking statements about our markets, the demand for our products and services and our future plans and
results. The cautionary statements contained herein apply to all forward-looking statements herein. Our actual results could differ materially from those anticipated in the forward-looking statements. Factors that could cause our actual results to
differ materially from those anticipated include those discussed under Forward-Looking Statements and Risks  Risk Factors herein.



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 to a variety of markets, including the screen print, point of sale, signage and textile markets. We have been manufacturing thermal imaging products in what is called our Thermal Solutions segment (formerly
called our Commercial Graphics segment) since 1995. We report and evaluate financial information for each of these two segments: Seismic and Thermal Solutions. Certain summary financial data for our business segments which was previously presented
in prior periods has now been reclassified to conform to the current year presentation.



Seismic Products



We have been in the seismic
instruments and equipment business since 1980 and market our products primarily to the oil and gas industry. This 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 systems 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 systems 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.



We own a 97% interest in OYO-GEO Impulse International, LLC (OYO-GEO
Impulse), a Russian joint venture formed in 1990. OYO-GEO Impulse manufactures geophone sensors for the Russian seismic marketplace. Our seismic equipment manufacturing subsidiary in Houston is managing the expansion of OYO-GEO Impulses
operations to produce and sell international-standard sensors and additional seismic-related products.





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##### Table of Contents

Seismic Reservoir Products.



We have developed high-definition reservoir characterization products for borehole and ocean-bottom applications in
producing oil and gas fields. 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.



During our
fiscal year ended September 30, 2002, we completed the development of a large seismic data acquisition system for permanent installation in the Valhall field in the North Sea (the Valhall System) for BP p.l.c., (BP). The
initial price for the Valhall System was approximately $18.8 million, including a $3.0 million performance bonus. We manufactured the Valhall System in accordance with BPs specifications, and delivered it to BP in fiscal year 2002. As a result
of delivery and the transfer of the Valhall Systems title and risk of loss to BP, we recognized revenue of approximately $15.8 million, and the related cost of goods sold and estimated warranty cost, in fiscal year 2002. Under the contract for
the sale of this system, we were entitled to a $3.0 million performance bonus payment if the system performed to specifications from the time of its installation through December 31, 2003. In fiscal year 2003, BP ordered additional components to
expand the system, valued at $3.1 million, including a $0.6 million additional performance bonus. Upon BPs acceptance of title and risk of loss to the additional components, we recognized $2.5 million of revenues from the sale of these
additional components in fiscal year 2003. Once the Valhall System was installed on the ocean-bottom, it performed successfully through December 31, 2003 and BP paid us the aggregate performance bonus of $3.6 million (which included the $3.0 million
performance bonus included in the initial sales contract and the additional $0.6 million performance bonus included in connection with the order of the additional components), which we recognized as revenue in fiscal year 2004. Our product warranty
obligation extends to May 2006 for certain components of the system.



The Valhall System is the largest of its kind ever deployed and consists of 120 kilometers of cables connecting over 10,000 active sensors connected to a production platform located in the North Sea. In 2004, we also supplied a permanent
seismic monitoring system to Shell Exploration & Production Company (Shell) for use in a deepwater field in the Gulf of Mexico in over 3,000 feet of water. We believe both of these systems are continuing to operate as designed. We
also produce a retrievable version of the deepwater seismic reservoir monitoring system for use on fields where permanently installed systems are not appropriate.



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 a new application pioneered by us allowing operators and service companies to monitor and measure the results of fracturing
operations. Five such systems produced by us are currently deployed by our customers in the United States, Canada and China.



Emerging Technologies.



We have recently expanded 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 (dpi). We market our thermal solutions



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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 primary supplier of dry
thermal film, or our 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 thermal film to sell to the customers of our manufactured line of thermal printers. For a discussion of developments concerning our Former Primary Film Supplier, see the information in Note 8 to the Notes to Consolidated Financial Statements
in this Report on Form 10-Q.



On September 30, 2004, we
acquired thermal printhead production assets from Graphtec Corporation or Graphtec. Prior to that date, Graphtec was the only supplier of wide format thermal printheads that we use 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 Pinemont facility in
Houston, Texas which is described in further detail under the heading Facilities Reorganization in this Report on Form 10-Q. 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 on 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 as 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 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.





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Consolidated Results of Operations



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, 2005      |        |   | June 30, 2004     |   |        | June 30, 2005 |  |   | June 30, 2004 |  
|Seismic             |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |        |  
|Revenue             |  | $                  | 19,762 |   |                   | $ | 10,441 |               |  | $ | 49,706        |   |  | $ | 37,950 |  
|Operating income    |  |                    | 3,400  |   |                   |   | 1,551  |               |  |   | 9,644         |   |  |   | 9,030  |  
|                    |  |                    |        |  
|Thermal Solutions   |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |        |  
|Revenue             |  |                    | 3,353  |   |                   |   | 3,504  |               |  |   | 9,996         |   |  |   | 9,673  |  
|Operating income    |  |                    | 155    |   |                   |   | 616    |               |  |   | 172           |   |  |   | 1,205  |  
|                    |  |                    |        |  
|Corporate           |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |        |  
|Operating loss      |  |                    | (1,801 | ) |                   |   | (1,366 | )             |  |   | (5,524        | ) |  |   | (4,586 | )
|                    |  |                    |        |  
|Consolidated Totals |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |        |  
|Revenue             |  |                    | 23,115 |   |                   |   | 13,945 |               |  |   | 59,702        |   |  |   | 47,623 |  
|Operating income    |  |                    | 1,754  |   |                   |   | 801    |               |  |   | 4,292         |   |  |   | 5,649  |  



Three and nine months ended June
30, 2005 compared to three and nine months ended June 30, 2004



Consolidated sales for the three and nine months ended June 30, 2005 increased by $9.2 million, or 65.8%, and $12.1 million, or 25.4%, respectively, from the corresponding periods of the prior fiscal year. The increase in sales reflects
strong demand from customers for our seismic equipment as exploration activities increase due to higher oil and gas commodity prices. Sales for the nine months ended June 30, 2004 include a performance bonus of $3.6 million, of which $0.5 million
was recorded during the three months ended June 30, 2004. The bonus payment resulted from the successful installation and performance of the Valhall System delivered to BP in fiscal years 2002 and 2003 described above under the heading
Overview  Seismic Products-Seismic Reservoir Products.



Consolidated gross profits for the three and nine months ended June 30, 2005 increased by $2.0 million, or 44.5%, and $0.5 million, or 2.5%, respectively, from the corresponding periods of the prior fiscal year. The
increase in gross profits for the three months ended June 30, 2005 resulted primarily from significantly increased sales of our seismic exploration products for the reasons discussed above. Consolidated gross profit margins, as a percentage of
sales, for the three and nine months ended June 30, 2005 declined from the corresponding periods of the prior fiscal year. The decline in gross profit margins resulted principally from the $3.6 million performance bonus received in fiscal 2004, of
which $0.5 million was recorded during the three months ended June 30, 2004. This performance bonus is described above under the heading Overview  Seismic Products-Seismic Reservoir Products. In addition, since our consolidation
into the new single Pinemont facility, we have experienced some inefficiencies in our manufacturing operations attributable to rapid growth, the need to upgrade some of our manufacturing systems and personnel stress. These are, we believe, typical
issues for management in a manufacturing concern, and we believe that more recent periods indicate that we are overcoming these inefficiencies.



Consolidated operating expenses for the three and nine months ended June 30, 2005 increased $1.1 million, or 28.5%, and $1.8 million, or 14.3%,
respectively, from the corresponding periods of the prior fiscal year. The increase in operating expenses primarily resulted from (i) increased bad debt expense, (ii) Sarbanes-Oxley readiness costs, (iii) consulting expenses related to upgrading and
improving our enterprise software system, and (iv) costs to relocate employees from Japan to Houston in connection with our acquisition of assets from Graphtec described above under the heading Overview  Thermal Solutions Products.



Our U. S. statutory tax rate for the three and nine months
ended June 30, 2005 was 34.0%; however, our effective tax rate for the three and nine months ended June 30, 2005 was 29.3% and 27.4%, respectively. These effective tax



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rates reflect anticipated U.S. tax benefits related to extraterritorial income deductions applicable to foreign export
sales and lower tax rates in certain foreign jurisdictions. The effective tax rate for the three and nine months ended June 30, 2004 was a benefit of 57.0% and an expense of 2.5%, respectively. During the three months ended June 30, 2004, we
recorded tax benefits of $0.5 million reflecting a change in our estimate for previously unrecognized tax deductions and tax credits related to our fiscal year 2003 U.S. tax return. During the nine months ended June 30, 2004, in addition to the tax
deductions and credits previously referred to, we realized taxable income that allowed us to utilize certain of our deferred tax assets and we therefore reversed a deferred tax valuation allowance of $0.8 million during the first quarter ended
December 31, 2004.



Segment Results of Operations



Seismic Products



Net Sales



Sales of our seismic products for the three and nine months ended June 30, 2005 increased $9.3 million, or 89.3%, and $11.8
million, or 31.0%, respectively, from the corresponding periods of the prior fiscal year. These significant increases in sales primarily resulted from increased sales to our seismic exploration customers, including customers in Canada and Russia.
Sales for the three and nine months ended June 30, 2004 include a performance bonus of $0.5 million and $3.6 million, respectively, from the successful installation and performance of the Valhall System delivered to BP in fiscal years 2002 and 2003
described above under the heading Overview  Seismic Products-Seismic Reservoir Products.



Operating Income



Operating income for the three months ended June 30, 2005 increased $1.8 million, or 119.2%, from the corresponding period of the prior fiscal year. Operating income increased due to higher sales and the leveraging of fixed manufacturing
and operating expenses over increased sales volume. Operating income for the nine months ended June 30, 2005 increased $0.6 million, or 6.8%, from the corresponding period of the prior fiscal year. Despite the significant increase in sales,
operating income for the nine months ended June 30, 2005 increased only marginally from the prior fiscal year due to the receipt of the $3.6 million bonus payment in the prior year period described above under the heading Overview 
Seismic Products-Seismic Reservoir Products.



Thermal Solutions
Products



Net Sales



Sales of our thermal solutions products for the three months ended June 30,
2005 decreased $0.2 million, or 4.3%, from the corresponding period of the prior fiscal year. While sales did not change significantly in any particular product line from the prior fiscal year, sales of thermal solutions products decreased
marginally from the corresponding period of the prior fiscal year. During the three months ended June 30, 2005, we experienced shortages of certain component parts which delayed the shipment of certain customer orders. Such shortages are considered
temporary and were isolated only to certain suppliers. Sales of our thermal solutions products for the nine months ended June 30, 2005 increased $0.3 million, or 3.3%, from the corresponding period of the prior fiscal year. This increase in sales is
primarily due to the purchase of the thermal printhead production assets from Graphtec and our consequent sale of printheads during a portion of that nine-month period.



Operating Income



Our operating income from our thermal solutions products for the three and nine months ended June 30, 2005 decreased $0.5 million, or 74.8%, and $1.0
million, or 85.6%, respectively, from the corresponding periods of the prior fiscal year. Such decreases are generally the result of (i) foreign administrative office expenses, idle production costs and start-up expenses, all associated with the
transition from Japan to Houston of the thermal printhead production assets purchased from Graphtec, (ii) increased product warranty expenses due to certain failures of high-resolution thermal printheads, discussed in further detail under the
caption Managements Discussion and Analysis



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of Financial Condition and Results of OperationsOverviewThermal Solutions Products, (iii) increased bad
debt expenses due to a significant bad debt recovery in the prior year and (iv) the impact of lower sales volume as described above.



Facilities Reorganization



As part of our consolidation and reorganization plan, in fiscal year 2004 we relocated our headquarters and the operations of five Houston-area facilities
into a new 207,000 square foot facility located at 7007 Pinemont Drive in Houston, Texas (the Pinemont facility). At that time, our plan contemplated the sale or lease of our owned vacant facilities. In December 2003, we sold a vacant
facility in Houston, Texas for $0.8 million and recorded a gain of $66,000. In December 2004, we sold a vacant facility in Stafford, Texas for $1.3 million and incurred a loss of $28,000.



Our only remaining vacant facility is a 77,000 square foot vacant manufacturing building located at 7334 N. Gessner in
northwest Houston (the Gessner facility). In February 2005, due to the receipt of several large customer orders and the constrained manufacturing capacity at our Pinemont facility, we utilized a portion of the Gessner facility for
various manufacturing and assembly operations. In June 2005, we concluded these operations at the Gessner facility and have returned the associated personnel, equipment and inventory back to our Pinemont facility. We did not incur significant
expenditures to retrofit or vacate this facility to accommodate these operations.



We are continuing to market the Gessner facility for lease or sale. In the interim, we intend to continue to utilize this facility or sections of this facility for overflow manufacturing and assembly operations which
cannot be accommodated at our Pinemont facility due to certain capacity constraints and the potential for additional large customer orders.



Liquidity and Capital Resources



At June 30, 2005, we had $0.2 million in cash and cash equivalents. For the nine months ended June 30, 2005, we used approximately $4.0 million of cash in
operating activities. The cash used in operating activities was primarily used in connection with (i) an increase in accounts and notes receivable in the amount of $5.2 million due to increased sales and the use of short-term and long-term
promissory notes provided to customers requesting extended financing terms, (ii) an increase in inventories of $4.4 million due to increased orders from our seismic exploration customers, and (iii) a decrease in accrued expenses of $0.8 million as a
result of the payment of fiscal 2004 employee bonuses. These uses of cash were partially offset by cash generated as net income in the amount of $3.1 million, which included non-cash charges of $3.1 million for depreciation and amortization. In
addition, we increased our accounts payable by $0.8 million due primarily to increased inventory purchases.



For the nine months ended June 30, 2005, we used approximately $4.2 million of cash in investing activities. We received $1.3 million of cash proceeds
from the sale of the Stafford facility described above under the heading Facilities Reorganization. We used $5.6 million of cash for capital expenditures, including approximately $1.4 million paid to Graphtec on October 1, 2004 for its
printhead production assets and $1.0 million for the construction of a cleanroom at our Pinemont facility for thermal printhead production as is described above under the heading Thermal Solutions Products. We estimate that our total
capital expenditures in fiscal year 2005 will be approximately $6.0 million, which we expect to fund through operating cash flows and borrowings under our Credit Agreement, discussed below.



For the nine months ended June 30, 2005, we generated approximately $5.3
million of cash in financing activities primarily from borrowings under our Credit Agreement. This amount includes a $0.7 million repayment of a mortgage upon the sale of our Stafford facility.



On November 22, 2004, several of our subsidiaries entered into a credit
agreement (the Credit Agreement) with a bank. Under the Credit Agreement, our borrower subsidiaries can borrow up to $15.0 million principally secured by their accounts and notes receivable and inventories. The Credit Agreement expires
on November 21, 2007. Borrowings under the Credit Agreement are subject to borrowing base restrictions based on levels of eligible accounts receivable, notes receivable and inventories. The Credit Agreement limits the incurrence of additional



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indebtedness, requires the maintenance of certain financial amounts, restricts our and our borrower subsidiaries
ability to pay dividends and contains other covenants customary in agreements of this type. 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, 2005 there were borrowings of $6.5 million under
the Credit Agreement, and additional available borrowings of $8.5 million. Since September 30, 2004, our borrowings have increased $5.9 million. The increased borrowings resulted from (i) a $5.2 million increase in our accounts and notes receivable
resulting from increased business activity and customers requested extended financing terms, (ii) a $4.4 million increase in our inventories due to increased customer orders, (iii) a $5.6 million investment in property and equipment, including $1.4
million used to purchase printhead production assets from Graphtec and $1.0 million used to construct a cleanroom to utilize such equipment to manufacture printheads at our Pinemont facility, and (iv) a $1.2 million payment for fiscal 2004 accrued
employee bonuses.



We are in negotiations with our bank to
increase the borrowing availability under the Credit Facility to $20 million from the current $15 million of borrowing availability. We expect that we will be successful in increasing the availability under the Credit Agreement but have no
assurances that we will be able to do so.



Critical Accounting Policies



The preparation of financial statements in conformity
with accounting principles generally accepted in the U. S. 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, 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
are believed 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 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, 2004 and found that there were no impairments at that time; thus, step two was not necessary.



We primarily derive revenue from the sale, and short-term rental under
operating leases, of seismic instruments and equipment and thermal solutions products. We generally recognize sales revenues when our products are shipped and title and risk of loss have passed to the customer. We recognize rental revenues as earned
over the rental period. Rentals of our equipment generally range from daily rentals to rental periods of up to 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, we do not recognize the revenue attributable to the performance test until the
performance test is satisfied. Collection of this revenue may occur at various stages of production or after delivery of the product, and is 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



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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 measures 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 have a customer credit policy 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 our 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 are 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, 2005, we had recorded $1.5 million of sales under bill and
hold arrangements.



Recent Accounting Pronouncements



In November 2004, the Financial Accounting Standards Board
(FASB) issued SFAS No. 151 Inventory Costs (SFAS 151). This statement amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense,
freight, handling costs and wasted material (spoilage). SFAS 151 requires that those items be recognized as current-period charges. In addition, this statement requires the allocation of fixed production overhead to costs of conversion be based upon
the normal capacity of the production facilities. The provisions of SFAS 151 are effective for inventory cost incurred in fiscal years beginning after June 15, 2005. As such, we are required to adopt these provisions at the beginning of fiscal year
2006. We are currently evaluating the impact of SFAS 151 on our consolidated financial statements.



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In December 2004, the FASB issued SFAS No. 123R, Share-Based Payment (SFAS 123R),
which requires companies to measure and recognize compensation expense for all stock-based payments at fair value. SFAS 123R will be effective for fiscal years beginning after December 15, 2005 and thus will be effective for us at the beginning of
fiscal year 2007. Retroactive application of the provisions of SFAS 123R to the beginning of the fiscal year that includes the effective date is permitted, but not required. We are currently evaluating the impact of SFAS 123R on our consolidated
financial statements.



On December 16, 2004, the FASB issued
SFAS No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29 (SFAS No. 153). SFAS No. 153 replaces the exception from fair value measurement in APB Opinion No. 29 for nonmonetary exchanges of similar
productive assets with a general exception from fair value measurement for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to
change significantly as a result of the exchange. SFAS No. 153 is to be applied prospectively, and is effective for nonmonetary asset exchanges occurring in fiscal years beginning after the date of issuance of SFAS No. 153, and thus, will be
effective for us at the beginning of our fiscal year 2006. We believe that the adoption of this Standard will not have a material impact on our consolidated financial statements.



In March 2005, the Securities and Exchange Commission released SEC Staff Accounting Bulletin (SAB) No. 107,
Share-Based Payment (SAB No. 107). SAB No. 107 outlines the SEC staffs position regarding the application of SFAS No. 123(R). SAB No. 107 contains interpretive guidance related to the interaction between SFAS No. 123(R)
and certain SEC rules and regulations, as well as provides the staffs views regarding the valuation of share-based payment arrangements for public companies. SAB No. 107 also highlights the importance of disclosures related to the accounting
for share-based payment transactions. We are currently reviewing the effect of SAB No. 107 on our consolidated financial statements.



In May 2005, FASB issued SFAS No. 154, Accounting Changes and Error Corrections (SFAS No. 154) which supersedes APB Opinion No.
20, Accounting Changes and SFAS No. 3 Reporting Accounting Changes in Interim Financial Statements. SFAS No. 154 changes the requirements for accounting for and reporting of changes in accounting principle. The statement
requires the retroactive application to prior periods financial statements of changes in accounting principles, unless it is impracticable to determine either the period specific effects or the cumulative effect of the change. SFAS No. 154
does not change the guidance for reporting the correction of an error in previously issued financial statements or the change in accounting estimate. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years
beginning after December 15, 2005. We believe that the adoption of this Standard beginning with our 2007 fiscal year will not have a material impact on our consolidated financial statements.



Forward Looking Statements and Risks



This 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 may be events in the
future that we are not able to predict or control. These factors listed below under the caption Risk Factors, as well as cautionary language in this 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. Before you invest in our common stock, you should be aware that the occurrence of the events described in these risk factors and elsewhere
in this 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.





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Managements Current Outlook and Assumptions.



Our estimates as to future results and industry trends, to the extent
described in this document, are generally based on assumptions regarding the future level of seismic exploration activity, seismic reservoir monitoring projects, demand for offshore cable products and industrial sensors and demand for thermal
imaging technologies, and in turn, their effect on the demand and pricing of our products and services. Our analysis of the market and its impact on us is based upon the following assumptions for the foreseeable future:



| |  |  | We believe the impact of political conditions and hostilities around the world, including those of the Middle East, which may have a significant impact on the oil and gas commodity
prices, will not cause a significant decrease in demand for our seismic products for the forseeable future.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | While demand for our traditional seismic land and marine products in fiscal year 2005 to date has increased due to higher oil and gas commodity prices, we believe the longer-term
outlook for sales of our products into the traditional seismic contracting industry may remain constrained because:
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | in many international markets, the supply of land and marine contract seismic services currently exceeds the international demand for such services;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | past customer consolidations have resulted in a surplus in the availability of certain seismic equipment;
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | the supply of seismic data stored in libraries is sufficient for many of the oil and gas producing regions around the world;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | pricing for many of our land based seismic products will continue to be subject to competitive pressures due to industry wide manufacturing over-capacity and the emergence of new
suppliers in China and elsewhere; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | competition among seismic equipment manufacturers could further intensify as large international seismic contractors expand their internal manufacturing capabilities or form
alliances with competitors.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In the absence of any new large-scale deepwater reservoir characterization projects as to which none are now foreseen, revenues from our reservoir characterization products for the
forseeable future are expected to be below fiscal year 2004 levels.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Demand for our products used in the thermal solutions industry is expected to increase marginally for the forseeable future due to our acquisition of the thermal printhead
production assets from Graphtec and the commencement of printhead production at our Pinemont facility.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | As our offshore cable products and industrial sensors gain market acceptance, we expect demand for these products to marginally increase.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------



Risk Factors.



Commodity Price Levels May Affect Demand for Our Products.



Demand for many of our products depends primarily on the level of worldwide oil and gas exploration activity. That activity,
in turn, depends primarily on prevailing oil and gas prices and availability of seismic data. Historically, the markets for oil and gas have been volatile, and those markets are likely to continue to be volatile. Oil and gas prices are subject to
wide fluctuation in response to changes in the supply of and demand for oil and gas, market uncertainty and a variety of additional factors that are beyond our control. These factors include the level of consumer demand, weather conditions, domestic
and foreign governmental regulations, price and availability of alternative fuels, political conditions and hostilities in the Middle East and other significant oil-producing regions, increases and decreases in foreign supply of oil and gas, prices
of foreign imports and overall economic conditions. Any unexpected material changes in oil and gas prices or other market trends that adversely impacts seismic exploration activity would likely affect the demand for our products and could materially
and adversely affect our results of operations and liquidity.



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Our New Products May Not Achieve Market Acceptance.



Our outlook and assumptions are based on various macro-economic factors and our internal assessments, and actual market
conditions could vary materially from those assumed. In recent years we have incurred significant expenditures to fund our research and development efforts and we intend to continue those expenditures in the future. However, research and development
is by its nature speculative, and we cannot assure you that these expenditures will result in the development of new products or services or that any new products and services we have developed recently or may develop in the future will be
commercially marketable or profitable to us. In particular, we have incurred substantial expenditures to develop seismic products for reservoir characterization applications. In addition, we recently began to try to use some of our capabilities,
particularly our cable manufacturing capabilities, to supply products to new markets. Further, we have incurred substantial expense and expended significant effort to develop our thermal solutions products. We cannot assure you that we will realize
our expectations regarding acceptance and revenues for our products and services in existing or new markets.



We May Experience Fluctuations in Quarterly Results of Operations.



Historically, the rate of new orders for our products has varied substantially from quarter to quarter. Moreover, we typically operate, and expect to
continue to operate, on the basis of orders in hand for our products before we commence substantial manufacturing runs. The nature of our order backlog generally does not allow us to predict with any accuracy demand for our products more
than approximately three months in advance. Thus our ability to replenish orders and the completion of orders, particularly large orders for deepwater reservoir characterization projects, can significantly impact our operating results and cash flow
for any quarter, and results of operations for any one quarter may not be indicative of results of operations for future quarters. These periodic fluctuations in our operating results could adversely affect our stock price.



We Have a Relatively Small Public Float, and Our Stock Price May Be Volatile.



We have approximately 2.5 million shares outstanding held
by non-affiliates. This small float results in a relatively illiquid market for our common stock. Our daily trading volume for the nine months ended June 30, 2005 has averaged approximately 6,600 shares. Our small float and daily trading volumes
have in the past caused, and may in the future result in, significant volatility in our stock price.



Our Credit Risk Could Increase If Our Customers Face Difficult Economic Circumstances.



We believe, and have assumed, that our allowances for bad debts have been adequate in light of then-known circumstances. However, we cannot assure you
that additional amounts attributable to uncollectible receivables and bad debt write-offs will not have a material adverse effect on our future results of operations. Many of our seismic contractor customers are not well capitalized and as a result
cannot always pay our invoices when due. We have in the past incurred write-offs in our accounts receivable due to customer credit problems. We have found it necessary from time to time to extend trade credit, including on promissory notes, to
long-term customers and others where some risks of non-payment exist. Although industry conditions have improved, some of our customers continue to experience liquidity difficulties, which increase those credit risks. An increase in the level of bad
debts and any deterioration in our credit risk could adversely affect the price of our stock.



Our Industry Is Characterized By Rapid Technological Development and Product Obsolescence.



Our instruments and equipment in both of our business segments are constantly undergoing rapid technological improvement. Our future success depends on
our ability to continue to:



| |  |  | improve our existing product lines,
| | - |  | -----------------------------------



| |  |  | address the increasingly sophisticated needs of our customers,
| | - |  | --------------------------------------------------------------



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| |  |  | maintain a reputation for technological leadership,
| | - |  | ---------------------------------------------------



| |  |  | maintain market acceptance of our products,
| | - |  | -------------------------------------------



| |  |  | anticipate changes in technology and industry standards,
| | - |  | --------------------------------------------------------



| |  |  | respond to technological developments on a timely basis, and
| | - |  | ------------------------------------------------------------



| |  |  | develop new markets for our products and capabilities.
| | - |  | ------------------------------------------------------



Current competitors or new market entrants may develop new technologies, products or standards that could render our products obsolete. We cannot assure
you that we will be successful in developing and marketing, on a timely and cost effective basis, product enhancements or new products that respond to technological developments, that are accepted in the marketplace or that comply with new industry
standards.



We Operate in Highly Competitive Markets.



The markets for our products are highly competitive. Many of our existing
and potential competitors have substantially greater marketing, financial and technical resources than we do. Additionally, at least two competitors in our seismic business segment currently offer a broader range of instruments and equipment for
sale than we do and market this equipment as packaged data acquisition systems. We do not currently offer for sale such a complete packaged data acquisition system. Further, certain of our competitors offer financing
arrangements to customers on terms that we may not be able to match. In addition, new competitors may enter the market and competition could intensify.



As to our thermal solutions products, we compete with other printing solutions, including inkjet and laser printing technologies, many of which are
provided by large companies with significant resources.



We
cannot assure you that sales of our products will continue at current volumes or prices if current competitors or new market entrants introduce new products with better features, performance, price or other characteristics than our products.
Competitive pressures or other factors also may result in significant price competition that could have a material adverse effect on our results of operations.



We Have a Limited Market For Our Products.



In our seismic business segment, we market our traditional products to contractors and large, independent and government-owned oil and gas companies. We
estimate that, based on published industry sources, fewer than 30 seismic contracting companies are currently operating worldwide (excluding those operating in Russia and the former Soviet Union, India, the Peoples Republic of China and
certain Eastern European countries, where seismic data acquisition activity is difficult to verify). We estimate that fewer than ten seismic contractors are engaged in marine seismic exploration. Due to these market factors, a relatively small
number of customers, some of whom are experiencing financial difficulties, have accounted for most of our sales. From time to time these seismic contractors have sought to vertically integrate and acquire our competitors, which has influenced their
supplier decisions before and after such transactions. The loss of a small number of these customers could materially and adversely impact our sales.



We Cannot Be Certain of the Effectiveness of Patent Protection.



We hold and from time to time we apply for certain patents relating to some of our seismic data acquisition and other products. We also own several
patents which relate to the development of dry thermal film. We cannot assure you that our patents will prove enforceable, that any patents will be issued for which we have applied or that competitors will not develop functionally similar technology
outside the protection of any patents we have or may obtain.



Our Foreign
Subsidiaries and Foreign Marketing Efforts Face Additional Risks and Difficulties.



Net sales outside the United States accounted for approximately 61% of our net sales during fiscal year 2004 and are again expected to represent a substantial portion of our net sales for fiscal year 2005 and
subsequent years.



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Substantially all of our sales from the United States are made in U.S. dollars, but from time to time we make sales in
foreign currencies and may, therefore, be subject to foreign currency fluctuations on our sales. In addition, net assets reflected on the balance sheets of our Russian, Canadian and United Kingdom subsidiaries are subject to currency fluctuations.
Significant foreign currency fluctuations could adversely impact our results of operations.



Foreign sales are subject to special risks inherent in doing business outside of the U.S., including the risk of war, terrorist activities, civil disturbances, embargo and government activities and foreign attitudes
about conducting business activities with the U..S., all of which may disrupt markets. A portion of our manufacturing is conducted through our subsidiary OYO-GEO Impulse, which is based in Ufa, Bashkortostan, Russia. Our business could be directly
affected by political and economic conditions in Bashkortostan and in Russia generally. Boycotts, protests, governmental sanctions and other actions in the region could adversely affect our ability to operate profitably. The risk of doing business
in Russia and other economically or politically volatile areas could adversely affect our operations and earnings. Foreign sales are also generally subject to the risk of compliance with additional laws, including tariff regulations and import and
export restrictions. Sales in certain foreign countries require prior United States government approval in the form of an export license. We cannot assure you that we will not experience difficulties in connection with future foreign sales. Also,
should we experience substantial growth in certain foreign markets, for example in Russia, we may not be able to transfer cash balances to the United States to assist with debt servicing or other obligations.



We Rely on a Key Supplier for a Significant Portion of Our Dry Thermal Film.



While we currently manufacture dry thermal film, we also
purchase a large quantity of dry thermal film from a supplier. Except for the film produced by us and this supplier, we know of no other source for dry thermal film that performs well in our thermal imaging equipment.



If we are unable to economically manufacture dry thermal film internally or
our supplier were to discontinue supplying dry thermal film or were unable to supply dry thermal film in sufficient quantities to meet our requirements, our ability to compete in the thermal imaging marketplace could be severely damaged, adversely
affecting our financial performance.



We Have Been Subject to Control by a
Principal Stockholder.



OYO Corporation, a Japanese
corporation, owns indirectly in the aggregate approximately 50.7% of our common stock. Accordingly, OYO Corporation, through its wholly owned subsidiary OYO Corporation U.S.A., is able to elect all of our directors and to control our management,
operations and affairs. We currently have, and may continue to have, a variety of contractual relationships with OYO Corporation and affiliates.



Our Success Depends Upon a Limited Number of Key Personnel.



Our success depends on attracting and retaining highly skilled professionals. A number of our employees are highly skilled engineers and other
professionals. If we fail to continue to attract and retain such professionals, our ability to compete in the industry could be adversely affected. In addition, our success depends to a significant extent upon the abilities and efforts of the
members of our senior management.



A General Downturn in the Economy in
Future Periods May Adversely Affect Our Business.



A
general downturn in the economy in future periods could adversely affect our business in ways that we cannot predict. Any economic downturn may adversely affect the demand for oil and gas generally or cause volatility in oil and gas prices and,
therefore, adversely affect the demand for our services to the oil and gas industry and related service and equipment industries. It could also adversely affect the demand for consumer products, which could in turn adversely affect our thermal
solutions business. To the extent these factors adversely affect other seismic companies in the industry, we could see an oversupply of products and services and downward pressure on pricing for seismic products and services that would also
adversely affect us.





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Sarbanes-Oxley Act of 2002.



In response to several high profile cases of accounting irregularities, the Sarbanes-Oxley Act of 2002, or the
Act, was enacted into law on July 30, 2002. We are required to begin to comply with the annual requirements of Section 404 of the Act with respect to our internal controls over financial reporting effective for our fiscal year that ends
September 30, 2006. The Act, and rules promulgated thereunder, as well as new NASDAQ listing standards addressing corporate governance issues, endeavor to provide greater accountability and promote investor confidence by imposing specific corporate
governance requirements, by requiring more stringent controls and certifications by corporate management and by utimately imposing new auditor attestations. The Act and new NASDAQ rules affect how audit committees, corporate management and auditors
of publicly traded companies carry out their respective responsibilities and interact with each other and mandate composition of audit committees by independent directors. The Act has resulted in higher expenses for publicly traded companies,
including us, as a result of higher audit and review fees, higher legal fees, higher director fees and higher internal costs to document, test and potentially remediate internal control deficiencies. The Act, together with the financial scandals and
difficult economic environment of recent years, has also led to substantially increased premiums for director and officer liability insurance. These increased expenses affect smaller public companies, like us, disproportionately from their effects
on companies with larger revenue and operating income bases with which to absorb such increased costs.



With respect to the internal controls requirement flowing from the Act, we will devote substantial efforts and incur significant expenses in fiscal years
2005 and 2006 in documenting, testing and potentially remediating deficiencies in our internal controls system. We have added internal resources and hired outside experts to help us with respect to these matters. Notwithstanding our substantial
efforts, the requirements of the Act as to internal controls are new and significant and, to some extent, quite burdensome, and there exists a risk that we will not be able to meet all the requirements of the Act in such regard by the end of fiscal
year 2006, when we are required to report on our internal controls and provide our auditors opinion thereon.





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It
em 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, as well as other factors, actual results could differ materially from those
projected in this forward looking information. For a description of our significant accounting policies associated with these activities, see Note 1 to the Consolidated Financial Statements.



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



Foreign Currency and Operations Risk



We have a subsidiary located in Russia. Therefore, our financial results may
be affected by factors such as changes in foreign currency exchange rates, weak economic conditions in Russia or changes in Russias political climate. Our consolidated balance sheet at June 30, 2005 reflected approximately $2.9 million of net
working capital related to our Russian subsidiary. This subsidiary both receives its income and pays its expenses primarily in rubles. To the extent that transactions of this subsidiary are settled in rubles, a devaluation of the ruble versus the
U.S. dollar could reduce any contribution from our Russian subsidiary 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 Russia;
therefore, such risk is a general and unpredictable risk of future disruptions in the valuation of Russian rubles versus U.S. dollars to the extent such disruptions result in any reduced valuation of the Russian subsidiarys net working capital
or future contributions to our consolidated results of operations. Under recently passed tax legislation, we may be able to repatriate foreign earnings from Russia and elsewhere at a more attractive tax rate than had been applicable.



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, 2005, we had outstanding accounts and notes receivable of $1.9 million, $1.7 million and $0.3 million from our subsidiaries in Canada, Russia and
Japan, respectively.



Floating Interest Rate Risk



Our Credit Agreement and our real estate mortgage agreement for our Pinemont
facility each contains 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 has been a LIBOR based rate plus 175 basis points with a minimum rate of 3.8%. We amended the real
estate mortgage agreement on April 13, 2005 and again on July 11, 2005, reducing the interest rate to a LIBOR based rate plus 159 basis points with the minimum rate remaining at 3.8%. As of June 30, 2005, we had borrowed $6.5 million under the
Credit Agreement at a rate of 5.3% and we had borrowed $2.8 million under our real estate mortgage agreement at a rate of 4.9%. 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 operation and/or cash flow. At June 30, 2005, based on our current level of borrowings, a 1.0%
increase in interest rates would increase interest expense annually by approximately $93,000.





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Item 4. Controls and Procedures



As of the end of the period covered by this report, our management, including the Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of our disclosure controls and procedures pursuant to
Rule 13a-15 under the Securities Exchange Act of 1934. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective. There has been no change in internal
controls that has materially affected or that is reasonably likely to materially affect, internal controls over financial reporting, subsequent to the date the Chief Executive Officer and Chief Financial Officer completed their evaluation.





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PART II - OTHER INFORMATION



Item 6. Exhibits and Reports on Form 8-K



|     |  |                                                                                                                  
|---- |  | -----------------------------------------------------------------------------------------------------------------
|(a)  |  | The following exhibits are filed with this Quarterly Report.                                                     
|     | 
|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: July 27, 2005 |  | By:                      |  | /s/ Gary D. Owens                    
|                    |  |                          |  | Gary D. Owens, Chairman of the Board 
|                    |  |                          |  | President and Chief Executive Officer
|                    |  |                          |  | (duly authorized officer)            
|                    |  |                         
|Date: July 27, 2005 |  | By:                      |  | /s/ Thomas T. McEntire               
|                    |  |                          |  | Thomas T. McEntire                   
|                    |  |                          |  | Chief Financial Officer              
|                    |  |                          |  | (principal financial officer)        



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