##### Table of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---



FORM 10-Q



---



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



For the Quarterly Period Ended March 31, 2005



OR



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



Commission file number 001-13601



---



OYO GEOSPACE CORPORATION

(Exact Name of Registrant as Specified in Its Charter)



---



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 76-0447780                          
|(State or Other Jurisdiction of 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)



---



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 5,608,365 shares of the Registrants Common Stock outstanding as of the close
of business on May 3, 2005.



---



---

##### 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                           |  | 29        
|                              |  |                                                                                      
|Item 4.                       |  | Controls and Procedures                                                               |  | 30        
|                              | 
|PART II. OTHER INFORMATION    |  |                                                                                      
|                              |  |                                                                                      
|Item 2.                       |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 31        
|                              |  |                                                                                      
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                   |  | 31        
|                              |  |                                                                                      
|Item 6.                       |  | Exhibits and Reports on Form 8-K                                                      |  | 31        



2



---

##### Table of Contents

PART I - FINANCIAL INFORMATION



Item 1. Financial Statements



OYO
GEOSPACE CORPORATION AND SUBSIDIARIES



CONSOLIDATED
BALANCE SHEETS

(in thousands)

(unaudited)



|                                                       |  |               |        |                   |   |       
|------------------------------------------------------ |  | ------------- | ------ | ----------------- | - | ------
|                                                       |  | March 31,2005 |        | September 30,2004
|ASSETS                                                 |  |               |        |                   |   |       
|                                                       |  |              
|Current assets:                                        |  |               |        |                   |   |       
|Cash and cash equivalents                              |  | $             | 400    |                   | $ | 3,139 
|Trade accounts receivable, net                         |  |               | 14,783 |                   |   | 10,849
|Notes receivable                                       |  |               | 4,431  |                   |   | 1,978 
|Inventories, net                                       |  |               | 30,530 |                   |   | 25,406
|Deferred income tax                                    |  |               | 1,777  |                   |   | 1,567 
|Prepaid expenses and other                             |  |               | 2,046  |                   |   | 2,494 
|                                                       |  |               |        |                   |   |       
|Total current assets                                   |  |               | 53,967 |                   |   | 45,433
|                                                       |  |              
|Rental equipment, net                                  |  |               | 2,352  |                   |   | 1,916 
|Property, plant and equipment, net                     |  |               | 22,386 |                   |   | 21,421
|Patents, net                                           |  |               | 2,782  |                   |   | 3,127 
|Goodwill, net                                          |  |               | 1,843  |                   |   | 1,843 
|Deferred income tax                                    |  |               | 2,548  |                   |   | 2,700 
|Other assets                                           |  |               | 2,157  |                   |   | 1,354 
|                                                       |  |               |        |                   |   |       
|Total assets                                           |  | $             | 88,035 |                   | $ | 77,794
|                                                       |  |               |        |                   |   |       
|LIABILITIES AND STOCKHOLDERS EQUITY                   |  |               |        |                   |   |       
|                                                       |  |              
|Current liabilities:                                   |  |               |        |                   |   |       
|Notes payable and current maturities of long-term debt |  | $             | 340    |                   | $ | 1,029 
|Accounts payable                                       |  |               | 3,940  |                   |   | 4,876 
|Accrued expenses and other                             |  |               | 4,606  |                   |   | 5,838 
|Deferred revenue                                       |  |               | 281    |                   |   | 316   
|Income tax payable                                     |  |               | 683    |                   |   | 585   
|                                                       |  |               |        |                   |   |       
|Total current liabilities                              |  |               | 9,850  |                   |   | 12,644
|                                                       |  |              
|Long-term debt                                         |  |               | 16,240 |                   |   | 5,805 
|                                                       |  |               |        |                   |   |       
|Total liabilities                                      |  |               | 26,090 |                   |   | 18,449
|                                                       |  |               |        |                   |   |       
|Minority interest in consolidated subsidiary           |  |               | 174    |                   |   | 145   
|                                                       |  |              
|Stockholders equity:                                  |  |               |        |                   |   |       
|Preferred stock                                        |  |               |       |                   |   |      
|Common stock                                           |  |               | 56     |                   |   | 56    
|Additional paid-in capital                             |  |               | 31,395 |                   |   | 31,115
|Retained earnings                                      |  |               | 29,666 |                   |   | 27,752
|Accumulated other comprehensive income                 |  |               | 654    |                   |   | 277   
|                                                       |  |               |        |                   |   |       
|Total stockholders equity                             |  |               | 61,771 |                   |   | 59,200
|                                                       |  |               |        |                   |   |       
|Total liabilities and stockholders equity             |  | $             | 88,035 |                   | $ | 77,794
|                                                       |  |               |        |                   |   |       



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



3



---

##### Table of Contents

OYO GEOSPACE CORPORATION AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(unaudited)



|                                                 |  |                    |           |   |                  |   |           |                |  |   |                |   |  |   |           |  
|------------------------------------------------ |  | ------------------ | --------- | - | ---------------- | - | --------- | -------------- |  | - | -------------- | - |  | - | --------- | -
|                                                 |  | Three Months Ended |           |   | Six Months Ended |  
|                                                 |  | March 31, 2005     |           |   | March 31, 2004   |   |           | March 31, 2005 |  |   | March 31, 2004 |  
|Sales                                            |  | $                  | 21,318    |   |                  | $ | 16,320    |                |  | $ | 36,587         |   |  | $ | 33,678    |  
|Cost of sales                                    |  |                    | 14,110    |   |                  |   | 10,726    |                |  |   | 24,415         |   |  |   | 19,941    |  
|                                                 |  |                    |           |   |                  |   |           |                |  |   |                |   |  |   |           |  
|Gross profit                                     |  |                    | 7,208     |   |                  |   | 5,594     |                |  |   | 12,172         |   |  |   | 13,737    |  
|                                                 |  |                    |           |  
|Operating expenses:                              |  |                    |           |   |                  |   |           |                |  |   |                |   |  |   |           |  
|Selling, general and administrative              |  |                    | 3,920     |   |                  |   | 2,961     |                |  |   | 7,204          |   |  |   | 6,408     |  
|Research and development                         |  |                    | 1,252     |   |                  |   | 1,281     |                |  |   | 2,430          |   |  |   | 2,481     |  
|                                                 |  |                    |           |   |                  |   |           |                |  |   |                |   |  |   |           |  
|Total operating expenses                         |  |                    | 5,172     |   |                  |   | 4,242     |                |  |   | 9,634          |   |  |   | 8,889     |  
|                                                 |  |                    |           |   |                  |   |           |                |  |   |                |   |  |   |           |  
|Income from operations                           |  |                    | 2,036     |   |                  |   | 1,352     |                |  |   | 2,538          |   |  |   | 4,848     |  
|                                                 |  |                    |           |  
|Other income (expense):                          |  |                    |           |   |                  |   |           |                |  |   |                |   |  |   |           |  
|Interest expense                                 |  |                    | (160      | ) |                  |   | (108      | )              |  |   | (256           | ) |  |   | (251      | )
|Interest income                                  |  |                    | 136       |   |                  |   | 85        |                |  |   | 239            |   |  |   | 148       |  
|Foreign exchange gains (losses)                  |  |                    | 55        |   |                  |   | 103       |                |  |   | 100            |   |  |   | 192       |  
|Other, net                                       |  |                    | 18        |   |                  |   | (9        | )              |  |   | 15             |   |  |   | (21       | )
|                                                 |  |                    |           |   |                  |   |           |                |  |   |                |   |  |   |           |  
|Total other income, net                          |  |                    | 49        |   |                  |   | 71        |                |  |   | 98             |   |  |   | 68        |  
|                                                 |  |                    |           |   |                  |   |           |                |  |   |                |   |  |   |           |  
|Income before income taxes and minority interest |  |                    | 2,085     |   |                  |   | 1,423     |                |  |   | 2,636          |   |  |   | 4,916     |  
|Income tax expense                               |  |                    | 517       |   |                  |   | 213       |                |  |   | 693            |   |  |   | 533       |  
|                                                 |  |                    |           |   |                  |   |           |                |  |   |                |   |  |   |           |  
|Income before minority interest                  |  |                    | 1,568     |   |                  |   | 1,210     |                |  |   | 1,943          |   |  |   | 4,383     |  
|Minority interest                                |  |                    | (26       | ) |                  |   | (19       | )              |  |   | (29            | ) |  |   | (24       | )
|                                                 |  |                    |           |   |                  |   |           |                |  |   |                |   |  |   |           |  
|Net income                                       |  | $                  | 1,542     |   |                  | $ | 1,191     |                |  | $ | 1,914          |   |  | $ | 4,359     |  
|                                                 |  |                    |           |   |                  |   |           |                |  |   |                |   |  |   |           |  
|Basic earnings per share                         |  | $                  | 0.28      |   |                  | $ | 0.21      |                |  | $ | 0.34           |   |  | $ | 0.78      |  
|                                                 |  |                    |           |   |                  |   |           |                |  |   |                |   |  |   |           |  
|Diluted earnings per share                       |  | $                  | 0.27      |   |                  | $ | 0.21      |                |  | $ | 0.33           |   |  | $ | 0.77      |  
|                                                 |  |                    |           |   |                  |   |           |                |  |   |                |   |  |   |           |  
|Weighted average shares outstanding - Basic      |  |                    | 5,598,435 |   |                  |   | 5,571,354 |                |  |   | 5,594,747      |   |  |   | 5,562,943 |  
|                                                 |  |                    |           |   |                  |   |           |                |  |   |                |   |  |   |           |  
|Weighted average shares outstanding - Diluted    |  |                    | 5,754,228 |   |                  |   | 5,693,988 |                |  |   | 5,726,511      |   |  |   | 5,657,308 |  
|                                                 |  |                    |           |   |                  |   |           |                |  |   |                |   |  |   |           |  



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





4



---

##### Table of Contents

OYO GEOSPACE CORPORATION AND SUBSIDIARIES



CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



|                                                                              |  |                               |        |   |                               |   |         |  
|----------------------------------------------------------------------------- |  | ----------------------------- | ------ | - | ----------------------------- | - | ------- | -
|                                                                              |  | Six MonthsEndedMarch 31, 2005 |        |   | Six MonthsEndedMarch 31, 2004 |  
|Cash flows from operating activities:                                         |  |                               |        |   |                               |   |         |  
|Net income                                                                    |  | $                             | 1,914  |   |                               | $ | 4,359   |  
|Adjustments to reconcile net income to net cash used in operating activities: |  |                               |        |   |                               |   |         |  
|Deferred income tax benefit                                                   |  |                               | (57    | ) |                               |   | (409    | )
|Depreciation                                                                  |  |                               | 1,859  |   |                               |   | 1,861   |  
|Amortization                                                                  |  |                               | 349    |   |                               |   | 340     |  
|Minority interest                                                             |  |                               | 29     |   |                               |   | 24      |  
|(Gain) loss on disposal of property, plant and equipment                      |  |                               | 34     |   |                               |   | (145    | )
|Bad debt expense                                                              |  |                               | 369    |   |                               |   | 185     |  
|Effects of changes in operating assets and liabilities:                       |  |                               |        |   |                               |   |         |  
|Trade accounts and notes receivable                                           |  |                               | (7,458 | ) |                               |   | (1,341  | )
|Inventories                                                                   |  |                               | (5,125 | ) |                               |   | (1,014  | )
|Prepaid expenses and other assets                                             |  |                               | (676   | ) |                               |   | 792     |  
|Accounts payable                                                              |  |                               | 499    |   |                               |   | (286    | )
|Accrued expenses and other                                                    |  |                               | (1,406 | ) |                               |   | (9      | )
|Deferred revenue                                                              |  |                               | (35    | ) |                               |   | 150     |  
|Income tax payable                                                            |  |                               | 98     |   |                               |   | 989     |  
|                                                                              |  |                               |        |   |                               |   |         |  
|Net cash provided by (used in) operating activities                           |  |                               | (9,606 | ) |                               |   | 5,496   |  
|                                                                              |  |                               |        |   |                               |   |         |  
|Cash flows from investing activities:                                         |  |                               |        |   |                               |   |         |  
|Capital expenditures                                                          |  |                               | (4,763 | ) |                               |   | (1,929  | )
|Proceeds from sale of property and equipment                                  |  |                               | 1,367  |   |                               |   | 1,229   |  
|                                                                              |  |                               |        |   |                               |   |         |  
|Net cash used in investing activities                                         |  |                               | (3,396 | ) |                               |   | (700    | )
|                                                                              |  |                               |        |   |                               |   |         |  
|Cash flows from financing activities:                                         |  |                               |        |   |                               |   |         |  
|Borrowings under debt arrangements                                            |  |                               | 14,922 |   |                               |   | 10,462  |  
|Principal payments on debt arrangements                                       |  |                               | (5,175 | ) |                               |   | (16,054 | )
|Proceeds from exercise of stock options                                       |  |                               | 179    |   |                               |   | 286     |  
|                                                                              |  |                               |        |   |                               |   |         |  
|Net cash provided by (used in) financing activities                           |  |                               | 9,926  |   |                               |   | (5,306  | )
|                                                                              |  |                               |        |   |                               |   |         |  
|Effect of exchange rate changes on cash                                       |  |                               | 337    |   |                               |   | 458     |  
|                                                                              |  |                               |        |   |                               |   |         |  
|Decrease in cash and cash equivalents                                         |  |                               | (2,739 | ) |                               |   | (52     | )
|                                                                              |  |                              
|Cash and cash equivalents, beginning of period                                |  |                               | 3,139  |   |                               |   | 671     |  
|                                                                              |  |                               |        |   |                               |   |         |  
|Cash and cash equivalents, end of period                                      |  | $                             | 400    |   |                               | $ | 619     |  
|                                                                              |  |                               |        |   |                               |   |         |  



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



5



---

##### Table of Contents

OYO GEOSPACE CORPORATION AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



1. Significant Accounting Policies



Basis of Presentation



The consolidated balance sheet of OYO Geospace Corporation (OYO Geospace) and its subsidiaries (collectively,
the Company) at September 30, 2004 was derived from the Companys audited consolidated financial statements as of that date. The consolidated balance sheet at March 31, 2005 and the consolidated statements of operations for the
three and six months ended March 31, 2005 and 2004, and the consolidated statements of cash flows for the six months ended March 31, 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 six months ended March 31, 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 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





6



---

##### Table of Contents

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 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 experience, management estimates. The Company records 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.



On occasion,
customers ordering the Companys new/unproven reservoir characterization technology products will require that such products meet rigid physical specifications and requirements encountered in environments where these customers operate. On these
occasions, sales contracts for these products have been designed to allow the Company to receive an additional performance bonus after the customer confirms that the product meets the predefined performance test. In these instances, the Company does
not recognize revenue attributable to the performance test until the performance test has been satisfied.



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 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 seismic crew deployment issues. 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,
| | - |  | --------------------------------------------------------------



7



---

##### Table of Contents

OYO GEOSPACE CORPORATION AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



| |  |  | 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. There are no bill and hold arrangements reflected in the
Companys financial statements as of and for the periods ended March 31, 2005.



Research and Development Costs



The Company
expenses research and development costs as incurred. Research and development costs include salaries, employee benefit costs, department supplies, 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 six-month period starting October 1, 2004    |  | $ | 909  |  
|Accruals for warranties issued during the period                             |  |   | 409  |  
|Accruals related to pre-existing warranties (including changes in estimates) |  |   |     |  
|Settlements made (in cash or in kind) during the period                      |  |   | (486 | )
|                                                                             |  |   |      |  
|Balance at the end of the six-month period ending March 31, 2005             |  | $ | 832  |  
|                                                                             |  |   |      |  



8



---

##### Table of Contents

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 pro forma
effect on net income and earnings per share data as if a fair value based method had been used to account for stock-based compensation (in thousands, except per share data):



|                                                                                                                                          |  |                    |       |   |                  |   |       |                |  |   |                |   |  |   |       |  
|----------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ----- | - | ---------------- | - | ----- | -------------- |  | - | -------------- | - |  | - | ----- | -
|                                                                                                                                          |  | Three Months Ended |       |   | Six Months Ended |  
|                                                                                                                                          |  | March 31, 2005     |       |   | March 31, 2004   |   |       | March 31, 2005 |  |   | March 31, 2004 |  
|Net income, as reported                                                                                                                   |  | $                  | 1,542 |   |                  | $ | 1,191 |                |  | $ | 1,914          |   |  | $ | 4,359 |  
|                                                                                                                                          |  |                    |       |  
|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 |  |                    | (70   | ) |                  |   | (168  | )              |  |   | (128           | ) |  |   | (263  | )
|                                                                                                                                          |  |                    |       |   |                  |   |       |                |  |   |                |   |  |   |       |  
|Pro forma income                                                                                                                          |  | $                  | 1,472 |   |                  | $ | 1,023 |                |  | $ | 1,786          |   |  | $ | 4,096 |  
|                                                                                                                                          |  |                    |       |   |                  |   |       |                |  |   |                |   |  |   |       |  
|Earnings per share:                                                                                                                       |  |                    |       |   |                  |   |       |                |  |   |                |   |  |   |       |  
|                                                                                                                                          |  |                    |       |  
|Basic-as reported                                                                                                                         |  | $                  | 0.28  |   |                  | $ | 0.21  |                |  | $ | 0.34           |   |  | $ | 0.78  |  
|Basic-pro forma                                                                                                                           |  | $                  | 0.26  |   |                  | $ | 0.18  |                |  | $ | 0.32           |   |  | $ | 0.74  |  
|                                                                                                                                          |  |                    |       |  
|Diluted-as reported                                                                                                                       |  | $                  | 0.27  |   |                  | $ | 0.21  |                |  | $ | 0.33           |   |  | $ | 0.77  |  
|Diluted-pro forma                                                                                                                         |  | $                  | 0.26  |   |                  | $ | 0.18  |                |  | $ | 0.31           |   |  | $ | 0.72  |  



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 4.1% 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.



New 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



9



---

##### Table of Contents

OYO GEOSPACE CORPORATION AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



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 statement of financial position or operations.



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 statement of financial position and operations.



10



---

##### Table of Contents

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 shares outstanding for purposes of the computation of earnings per share (in thousands, except per share data):



|                                                                        |  |                    |           |                  |   |               |  |               |           |  |   |          
|----------------------------------------------------------------------- |  | ------------------ | --------- | ---------------- | - | ------------- |  | ------------- | --------- |  | - | ---------
|                                                                        |  | Three Months Ended |           | Six Months Ended
|                                                                        |  | March 31,2005      |           | March 31,2004    |   | March 31,2005 |  | March 31,2004
|Net earnings available to common stockholders                           |  | $                  | 1,542     |                  | $ | 1,191         |  | $             | 1,914     |  | $ | 4,359    
|                                                                        |  |                    |           |                  |   |               |  |               |           |  |   |          
|Weighted average common shares outstanding                              |  |                    | 5,598,435 |                  |   | 5,571,354     |  |               | 5,594,747 |  |   | 5,562,943
|Weighted average common share equivalents outstanding                   |  |                    | 155,793   |                  |   | 122,634       |  |               | 131,764   |  |   | 94,365   
|                                                                        |  |                    |           |                  |   |               |  |               |           |  |   |          
|Weighted average common shares and common share equivalents outstanding |  |                    | 5,754,228 |                  |   | 5,693,988     |  |               | 5,726,511 |  |   | 5,657,308
|                                                                        |  |                    |           |                  |   |               |  |               |           |  |   |          
|Basic earnings per share                                                |  | $                  | 0.28      |                  | $ | 0.21          |  | $             | 0.34      |  | $ | 0.78     
|                                                                        |  |                    |           |                  |   |               |  |               |           |  |   |          
|Diluted earnings per common share                                       |  | $                  | 0.27      |                  | $ | 0.21          |  | $             | 0.33      |  | $ | 0.77     
|                                                                        |  |                    |           |                  |   |               |  |               |           |  |   |          



Options totaling 4,227
and 14,715 shares of common stock for the three months ended March 31, 2005 and March 31, 2004, respectively, and options totaling 6,467 and 29,426 shares of common stock for the six months ended March 31, 2005 and 2004, respectively, were not
included in the computation of weighted average shares because the impact of these options was antidilutive.



3. Comprehensive Income



Comprehensive income includes all changes in 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 |       |   | Six Months Ended
|                                         |  | March 31,2005      |       |   | March 31,2004    |   |       | March 31,2005 |  | March 31,2004
|Net income                               |  | $                  | 1,542 |   |                  | $ | 1,191 |               |  | $             | 1,914 |  | $ | 4,359
|                                         |  |                    |       |  
|Foreign currency translation adjustments |  |                    | (519  | ) |                  |   | (121  | )             |  |               | 377   |  |   | 337  
|                                         |  |                    |       |   |                  |   |       |               |  |               |       |  |   |      
|Total comprehensive income               |  | $                  | 1,023 |   |                  | $ | 1,070 |               |  | $             | 2,291 |  | $ | 4,696
|                                         |  |                    |       |   |                  |   |       |               |  |               |       |  |   |      



11



---

##### Table of Contents

OYO GEOSPACE CORPORATION AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



4. Trade Accounts and Notes Receivable



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



|                                |  |                |        |   |                    |   |        |  
|------------------------------- |  | -------------- | ------ | - | ------------------ | - | ------ | -
|                                |  | March 31, 2005 |        |   | September 30, 2004 |  
|Trade accounts receivable       |  | $              | 15,851 |   |                    | $ | 11,538 |  
|Allowance for doubtful accounts |  |                | (1,068 | ) |                    |   | (689   | )
|                                |  |                |        |   |                    |   |        |  
|                                |  | $              | 14,783 |   |                    | $ | 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 March 31, 2005 and September 30, 2004, the Companys current notes receivable were $4.4 million and $2.0 million,
respectively. The Company also had notes receivable of $1.7 million and $0.6 million classified as long-term at March 31, 2005 and March 31, 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 March 31, 2005 will be due at various times through December 2006. The increase in trade notes
receivable resulted from the sale of products to customers requesting extended financing terms. The Company has a demonstrated history of successfully collecting its notes receivable.



5. Inventories



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



|                     |  |                |        |   |                    |   |        |  
|-------------------- |  | -------------- | ------ | - | ------------------ | - | ------ | -
|                     |  | March 31, 2005 |        |   | September 30, 2004 |  
|Finished goods       |  | $              | 4,950  |   |                    | $ | 5,471  |  
|Work-in-process      |  |                | 9,220  |   |                    |   | 3,940  |  
|Raw materials        |  |                | 18,251 |   |                    |   | 17,627 |  
|Obsolescence reserve |  |                | (1,891 | ) |                    |   | (1,632 | )
|                     |  |                |        |   |                    |   |        |  
|                     |  | $              | 30,530 |   |                    | $ | 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.



12



---

##### Table of Contents

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 cable, high definition reservoir characterization products and services, marine seismic cable retrieval devices and small data acquisition systems targeted at niche markets. Thermal Solutions products include
thermal imaging equipment and dry thermal film targeted at screen print, point of sale, signage and textile market sectors.



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



|                               |  |                    |        |   |                  |   |        |                |  |   |                    |   |  |   |        |  
|------------------------------ |  | ------------------ | ------ | - | ---------------- | - | ------ | -------------- |  | - | ------------------ | - |  | - | ------ | -
|                               |  | Three Months Ended |        |   | Six Months Ended |  
|                               |  | March 31, 2005     |        |   | March 31, 2004   |   |        | March 31, 2005 |  |   | March 31, 2004     |  
|Net sales:                     |  |                    |        |   |                  |   |        |                |  |   |                    |   |  |   |        |  
|Seismic                        |  | $                  | 18,152 |   |                  | $ | 12,925 |                |  | $ | 29,944             |   |  | $ | 27,509 |  
|Thermal solutions              |  |                    | 3,166  |   |                  |   | 3,395  |                |  |   | 6,643              |   |  |   | 6,169  |  
|                               |  |                    |        |   |                  |   |        |                |  |   |                    |   |  |   |        |  
|Total                          |  | $                  | 21,318 |   |                  | $ | 16,320 |                |  | $ | 36,587             |   |  | $ | 33,678 |  
|                               |  |                    |        |   |                  |   |        |                |  |   |                    |   |  |   |        |  
|Income (loss) from operations: |  |                    |        |   |                  |   |        |                |  |   |                    |   |  |   |        |  
|Seismic                        |  | $                  | 4,210  |   |                  | $ | 2,276  |                |  | $ | 6,244              |   |  | $ | 7,481  |  
|Thermal solutions              |  |                    | (89    | ) |                  |   | 512    |                |  |   | 17                 |   |  |   | 588    |  
|Corporate                      |  |                    | (2,085 | ) |                  |   | (1,436 | )              |  |   | (3,723             | ) |  |   | (3,221 | )
|                               |  |                    |        |   |                  |   |        |                |  |   |                    |   |  |   |        |  
|Total                          |  | $                  | 2,036  |   |                  | $ | 1,352  |                |  | $ | 2,538              |   |  | $ | 4,848  |  
|                               |  |                    |        |   |                  |   |        |                |  |   |                    |   |  |   |        |  
|                               |  |                    |        |  
|                               |  |                    |        |   |                  |   |        | March 31, 2005 |  |   | September 30, 2004 |  
|Total assets:                  |  |                    |        |   |                  |   |        |                |  |   |                    |   |  |   |        |  
|Seismic                        |  |                    |        |   |                  |   |        |                |  | $ | 63,222             |   |  | $ | 49,667 |  
|Thermal solutions              |  |                    |        |   |                  |   |        |                |  |   | 14,167             |   |  |   | 15,979 |  
|Corporate                      |  |                    |        |   |                  |   |        |                |  |   | 10,646             |   |  |   | 12,148 |  
|                               |  |                    |        |   |                  |   |        |                |  |   |                    |   |  |   |        |  
|                               |  |                    |        |   |                  |   |        |                |  | $ | 88,035             |   |  | $ | 77,794 |  
|                               |  |                    |        |   |                  |   |        |                |  |   |                    |   |  |   |        |  



Included in the
Companys seismic business segments results for the six months ended March 31, 2004 was a bonus award of approximately $3.1 million resulting from the successful performance of the Companys permanent seabed seismic reservoir
characterization and monitoring system to a major oil company in the North Sea. 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 new credit agreement (the New Credit Agreement) with a bank.
Under the New 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 New Credit Agreement expires on November 21, 2007. Borrowings
under the New Credit Agreement are subject to



13



---

##### Table of Contents

OYO GEOSPACE CORPORATION AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



borrowing base restrictions based on levels of eligible accounts receivable, notes receivable
and inventories. The New Credit Agreement limits the incurrence of additional indebtedness, requires the maintenance of certain financial amounts, restricts OYO Geospace 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 New Credit Agreement is, at the borrower subsidiaries option, a discounted prime rate or a LIBOR based rate. At March 31, 2005 there were borrowings of
$11.2 million under the New Credit Agreement, and additional borrowings of $3.8 million available. This level of borrowings under the New Credit Facility resulted from (i) a $7.5 million increase in the Companys accounts and notes receivable
resulting from increased business activity, (ii) a $5.1 million increase in the Companys inventories due to increased customer orders, (iii) a $4.8 million investment in property and equipment, including $1.4 million for printhead production
equipment purchased from Graphtec Corporation and $0.9 million to construct a cleanroom to utilize such equipment to manufacture printheads at our Pinemont Facility in Houston, and (iv) a $1.2 million payment by the Company for fiscal 2004 accrued
employee bonuses.



Prior to entering into the New Credit
Agreement, several of OYO Geospaces subsidiaries were a party to a credit agreement (the Previous Credit Agreement) with a bank, and could borrow up to $10.0 million secured principally by the subsidiaries accounts receivable
and inventories. The Previous Credit Agreement, as amended, was scheduled to expire on February 27, 2005; however this agreement was terminated on November 22, 2004 and replaced by the New Credit Agreement.



8. Film Supplier Developments



On July 3, 2002, the Companys former primary supplier of dry thermal
film (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 prior transactions with the Former Primary Film Supplier (including a $2.3 million investment in intellectual property acquired from the Former Primary Film Supplier).



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 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 Suplier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



14



---

##### Table of Contents

OYO GEOSPACE CORPORATION AND SUBSIDIARIES



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)



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 United States statutory tax rate for
the periods reported was 34.0%; however, the Companys effective tax rate for the three months and six months ended March 31, 2005 was 24.8% and 26.3%, 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 months and six months ended March 31, 2004 was 15.0% and 10.8%, respectively. During the six months ended March 31, 2004, the Company
realized taxable income that allowed it to utilize certain of its deferred tax assets and, therefore, the Company reversed a deferred tax valuation allowance of $0.8 million during the first quarter ended December 31, 2004.



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 decide on whether, and to what extent, it might repatriate foreign
earnings that have not yet been remitted to the U.S.



15



---

##### Table of Contents

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



The following is managements discussion and analysis of the major elements of our consolidated financial statements. You should read this discussion
and analysis together with our consolidated financial statements and accompanying notes and other detailed information appearing elsewhere in this Form 10-Q. 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. These statements are based on assumptions that we consider to be reasonable, but that could prove to be incorrect. For more
information regarding our assumptions, you should refer to the section entitled Forward-Looking Statements and Risks contained elsewhere in this Form 10-Q.



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, marketing our products primarily to the oil and gas industry worldwide. We also design, manufacture and distribute thermal
imaging equipment and dry thermal film products to the thermal solutions industry. We have been serving the thermal solutions industry 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



Geoscientists use seismic data to map potential or existing oil and gas bearing formations and the geologic structures that surround them. Seismic data is
used primarily in connection with the exploration, development and production of oil and gas. Demand for our seismic 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.



Seismic data acquisition is conducted on land by combining a seismic energy source and a data recording system. The energy source imparts seismic waves into the earth, reflections of which are received and measured by geophones and
hydrophones. Electrical signals generated by the geophones and hydrophones are simultaneously transmitted through leader wire, geophone and hydrophone string connectors and telemetric cable to data collection units, which store information for
processing and analysis. Seismic thermal imaging output devices are used in the field or office to create a graphic representation of the seismic data after it has been acquired.



Marine seismic data acquisition is conducted primarily by large ocean-going vessels that tow long seismic cables known as
streamers. Usually, the energy source in marine seismic data acquisition is an airgun, and the reflected seismic waves are received and measured by hydrophones, which are an integral part of the streamers. The streamers simultaneously
transmit the electrical impulses back to the vessel via telemetric cable included within the streamers, and the seismic data is recorded and processed in much the same manner as it is for seismic data collection on land.



Our high definition reservoir characterization products are designed and
configured for customized monitoring applications for producing oil and gas fields. Utilizing these systems, producers can better identify and enhance the recovery of oil and gas deposits over the life of the reservoir. Seismic surveys repeated over
selected time intervals show dynamic changes within the reservoir and can be used to monitor the effects of production. Reservoir characterization and management programs, in which the reservoir is carefully imaged and monitored throughout its
economic life by seismic instruments and equipment, are now seen as vital tools for improving production recovery rates. We expect to incur significant future research and development expenditures aimed at the development of additional seismic
acquisition products and services used for high definition reservoir characterization for use in both land and marine environments.



16



---

##### Table of Contents

Orders for our products can vary substantially from quarter to quarter, and our order backlog and the
nature of our order backlog often do not allow us to have great visibility as to future business beyond three months or so. In addition, orders can vary substantially from quarter to quarter because reservoir characterization projects, especially
large-scale deepwater projects, require the use of more equipment over a longer period of time than is required by conventional surface seismic systems. We refer to these reservoir characterization systems as large-scale because their
sales price may be in excess of $20 million and they can take six months or more to manufacture. Revenue recognition in accordance with generally accepted accounting principles for these large-scale projects has the potential to result in
substantial fluctuations in our quarterly performance because a significant portion of the sales price of these systems is typically recognized as revenue in one quarter (when the system is delivered to the customer) under the criteria for the
recognition of revenue specified below under the caption Overview  Critical Accounting Policies. These variations may impact our operating results and cash flow and expense levels in any given quarter. Furthermore, because of the
scale and nature of reservoir characterization projects, there may be delays in their implementation and uncertainties about their final course.



During our fiscal year ended September 30, 2002, we delivered a reservoir characterization and monitoring system to a major oil company for installation
in one of its fields in the North Sea. The initial price for this contract was approximately $18.8 million, including a $3.0 million performance bonus. We manufactured the system in accordance with our customers specifications, and delivered
this system to our customer in fiscal year 2002. As a result of delivery and the transfer of the systems title and risk of loss to our customer, 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, the customer ordered additional components to expand the system, valued at $3.1 million, including a $0.6 million additional performance bonus. Upon the customer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 system was installed on the ocean-bottom, the system performed successfully through December 31, 2003, and the
customer 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.



We believe that our reservoir characterization systems, including the system referenced above, are important new
technologies in our industry and our ability to develop and market them will be a key determinant of our success in the future.



Thermal Solutions



We entered into the thermal solutions (previously referred to as Commercial Graphics) business in 1995 as we leveraged our thermal imaging
product technology, originally designed for seismic data processing applications, into new markets. With minor product modifications, we were successful in adapting these products for use in the thermal solutions industry.



Our thermal solutions business segment manufactures and sells thermal imaging
equipment and dry thermal film primarily to the screen print, point of sale, signage and textile market sectors. Our thermal imaging equipment is capable of producing data images ranging in size from 12 to 54 inches wide, with resolution ranging
from 400 to 1,200 dpi. This business segment has some sales to customers in the seismic industry.



On September 30, 2004, we acquired the thermal printhead production assets of Graphtec Corporation (Graphtec) for approximately $1.8 million,
including $1.4 million for equipment and $0.4 million for inventories and prepaid taxes, which was paid in cash on October 1, 2004. 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 Japan during our first quarter ended December 31, 2004, and during our second quarter relocated these assets to a newly constructed cleanroom at our Pinemont
facility (our main facility) in Houston, Texas. We began printhead production at our Pinemont facility in April 2005. It cost approximately $0.9 million to construct the cleanroom at our Pinemont facility.



17



---

##### Table of Contents

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 |        |   | Six Months Ended |  
|                        |  | March 31, 2005     |        |   | March 31, 2004   |   |        | March 31, 2005 |  |   | March 31, 2004 |  
|Seismic                 |  |                    |        |   |                  |   |        |                |  |   |                |   |  |   |        |  
|Revenue                 |  | $                  | 18,152 |   |                  | $ | 12,925 |                |  | $ | 29,944         |   |  | $ | 27,509 |  
|Operating income        |  |                    | 4,210  |   |                  |   | 2,276  |                |  |   | 6,244          |   |  |   | 7,481  |  
|                        |  |                    |        |  
|Thermal Solutions       |  |                    |        |   |                  |   |        |                |  |   |                |   |  |   |        |  
|Revenue                 |  |                    | 3,166  |   |                  |   | 3,395  |                |  |   | 6,643          |   |  |   | 6,169  |  
|Operating income (loss) |  |                    | (89    | ) |                  |   | 512    |                |  |   | 17             |   |  |   | 588    |  
|                        |  |                    |        |  
|Corporate               |  |                    |        |   |                  |   |        |                |  |   |                |   |  |   |        |  
|Operating loss          |  |                    | (2,085 | ) |                  |   | (1,436 | )              |  |   | (3,723         | ) |  |   | (3,221 | )
|                        |  |                    |        |  
|Consolidated Totals     |  |                    |        |   |                  |   |        |                |  |   |                |   |  |   |        |  
|Revenue                 |  |                    | 21,318 |   |                  |   | 16,320 |                |  |   | 36,587         |   |  |   | 33,678 |  
|Operating income        |  |                    | 2,036  |   |                  |   | 1,352  |                |  |   | 2,538          |   |  |   | 4,848  |  



Overview



Three and six months ended March 31, 2005 compared to three and six months ended March
31, 2004



Consolidated sales for the three and six months
ended March 31, 2005 increased by $5.0 million, or 30.6%, and $2.9 million, or 8.6%, respectively, from the corresponding periods of the prior fiscal year. The increase in sales reflects strong demand from customers in our seismic business segment
as exploration activities increase due to higher oil and gas commodity prices. Sales for the six months ended March 31, 2004 include a performance bonus award of $3.1 million recorded in December 2003. The bonus payment resulted from the successful
installation and performance of a permanent seismic reservoir characterization system delivered to a major oil company in fiscal years 2002 and 2003 described above under the heading Overview  Seismic.



Consolidated gross profits for the three months ended March 31, 2005
increased by $1.6 million, or 28.9%, from the corresponding period of the prior year. The increase in gross profits resulted primarily from increased sales volume and manufacturing efficiencies resulting from increased plant utilization.
Consolidated gross profits for the six months ended March 31, 2005 decreased by $1.6 million, or 11.4%, from the corresponding period of the prior year. The lower gross profits are primarily attributable to the $3.1 million performance bonus award
included in gross profits of the corresponding period of the prior year described above under the heading Overview  Seismic.



Consolidated operating expenses for the three and six months ended March 31, 2005 increased $0.9 million, or 21.9%, and $0.7 million, or 8.4%,
respectively, from the corresponding periods of the prior fiscal year. The increase in operating expenses primarily resulted from (i) increased bad debt expenses, (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.



Our United States statutory tax rate for the periods reported
was 34.0%; however, our effective tax rate for the three months and six months ended March 31, 2005 was 24.8% and 26.3%, respectively. This effective tax rate reflects 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 months and six months ended March 31, 2004 was 15.0% and 10.8%, respectively. During the six months ended March 31, 2004,
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.



18



---

##### Table of Contents

Seismic



Our seismic product lines currently consist of high definition reservoir characterization products and services, geophones and hydrophones, including
multi-component geophones and hydrophones, seismic leader wire, geophone string connectors, seismic telemetry cable, marine seismic cable retrieval and steering devices and small data acquisition systems targeted at niche markets.



Net Sales



Sales of our seismic products for the three and six months ended March 31, 2005 increased $5.2 million, or 40.4%, and $2.4
million, or 8.9%, respectively, from the corresponding periods of the prior fiscal year. The large increase for the three months ended March 31, 2005 primarily resulted from increased sales to our seismic exploration customers, particularly
equipment sales in Canada, and the favorable impact of foreign currency exchange rates. Such sales increases were partially offset by lower than normal equipment rental income in the amount of $0.8 million due to a warmer winter season in Canada.
Sales for the six months ended March 31, 2004 include a performance bonus award of $3.1 million recorded in December 2003. The bonus payment resulted from the successful installation and performance of a permanent seismic reservoir characterization
system delivered to a major oil company in fiscal years 2002 and 2003 described above under the heading Overview  Seismic.



Operating Income



Operating income for the three months ended March 31, 2005 increased $1.9 million, or 85.0%, from the corresponding period of the prior fiscal year.
Operating income increased due to higher sales and manufacturing efficiencies resulting from improved factory utilization. Operating income for the six months ended March 31, 2005 decreased $1.2 million, or 16.5%, from the corresponding period of
the prior fiscal year. The decrease in operating income is primarily attributable to the receipt of the $3.1 million bonus payment in the prior year period (discussed above under the heading Overview  Seismic).



Thermal Solutions



Our thermal solutions business segment manufactures and sells thermal imaging equipment and dry thermal film primarily to
the screen print, point of sale, signage and textile market sectors.



Net
Sales



Sales of our thermal solutions products for the
three months ended March 31, 2005 decreased $0.2 million, or 6.8%, from the corresponding period of the prior year. While sales of many thermal solutions products decreased marginally from sales in the corresponding quarter of the prior year period,
sales of thermal printheads were low during the quarter due to the relocation of the printhead production assets that we purchased from Graphtec from Japan to Houston. As is discussed in further detail above under the heading Overview 
Thermal Solutions, this relocation is complete and we resumed printhead production operations at our Pinemont facility in April 2005. Sales of our thermal solutions products for the six months ended March 31, 2005 increased $0.5 million, or
7.7%, from the corresponding period of the prior 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 six-month period.



Operating Income



Our operating income for the three and six months ended March 31, 2005
decreased $0.6 million, or 117.4%, and $0.6, or 97.1%, respectively, from the corresponding periods of the prior fiscal year. Such decreases are generally the result of (i) increased bad debt expenses, (ii) increased warranty costs, (iii) idle
production costs associated with the transition of the thermal printhead production assets from Japan to Houston, and (iv) a marginal decline in sales due to decreased demand.



19



---

##### Table of Contents

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 used those proceeds to pay a mortgage termination fee of
$0.1 million and to pay sales commissions and other fees of $0.1 million. As a result of this sale, we incurred a loss of $28,000 during the quarter ended December 31, 2004.



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). Due to our recent receipt of several large customer orders and the constrained manufacturing capacity at our Pinemont facility, we are utilizing a portion of the Gessner facility for various
manufacturing and assembly operations. We did not incur significant expenditures to retrofit this facility to accommodate these operations.



Liquidity and Capital Resources



At March 31, 2005, we had $0.4 million in cash and cash equivalents. For the six months ended March 31, 2005, we used approximately $9.6 million of cash
in operating activities. The increase in cash used in operating activities was primarily the result of (i) an increase in accounts and notes receivable in the amount of $7.5 million, due to increased sales and the use of short-term and long-term
promissory notes provided to customers requesting financial assistance, (ii) an increase in inventories of $5.1 million due to increased orders from our seismic exploration customers, and (iii) a decrease in accrued expenses of $1.4 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 $1.9 million, which included non-cash charges of $2.2 million for depreciation and amortization. In
addition, we increased our accounts payable by $0.5 million due primarily to increased inventory purchases, and we decreased our prepaid expenses and other assets by $0.7 million due to the sale of a vacant facility located in Stafford, Texas.



For the six months ended March 31, 2005, we used approximately
$3.4 million of cash in investing activities. We received $1.3 million of cash proceeds from the sale of the Stafford facility referred to above. We used $4.8 million of cash for capital expenditures, including approximately $1.4 million paid to
Graphtec on October 1, 2004 for its printhead manufacturing equipment and $0.9 million for the construction of a cleanroom at our Pinemont facility for future thermal printhead production. 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 New Credit Agreement discussed below.



For the six months ended March 31, 2005, we generated approximately $9.9 million of cash in financing activities primarily
from borrowings under our New 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 new credit agreement (the New Credit Agreement) with a bank. Under the New
Credit Agreement, our borrower subsidiaries can borrow up to $15.0 million principally secured by their accounts and notes receivable and inventories. The New Credit Agreement expires on November 21, 2007. Borrowings under the New Credit Agreement
are subject to borrowing base restrictions based on levels of eligible accounts receivable, notes receivable and inventories. The New Credit Agreement limits the incurrence of additional 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 New Credit Agreement is, at our borrower
subsidiaries option, a discounted prime rate or a LIBOR based rate.



At March 31, 2005 there were borrowings of $11.2 million under the New Credit Agreement, and additional borrowings available of $3.8 million available. The significant increase in the level of borrowings under the New
Credit Facility since September 30, 2004 resulted from (i) a $7.5 million increase in the Companys accounts and



20



---

##### Table of Contents

notes receivable resulting from increased business activity, (ii) a $5.1 million increase in our inventories due to
increased customer orders, (iii) a $4.8 million investment in property and equipment, including $1.4 million for printhead production equipment purchased from Graphtec Corporation and $0.9 million 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.



Prior to entering into the New Credit Agreement, several of our subsidiaries were a party to a credit agreement (the Previous Credit
Agreement) with a bank, and could borrow up to $10.0 million principally secured by their accounts receivable and inventories. The Previous Credit Agreement, as amended, was scheduled to expire on February 27, 2005; however this agreement was
terminated on November 22, 2004 and replaced by the New Credit Agreement.



Critical Accounting Policies



The preparation
of financial statements in conformity with accounting principles generally accepted in the United States of America 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
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 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.



On occasion, customers ordering our new/unproven reservoir characterization
technology products will require that such products meet rigid physical specifications and requirements encountered in environments where these



21



---

##### Table of Contents

customers operate. On these occasions, sales contracts for these products have been designed to allow us to receive an additional performance bonus after the
customer confirms that the product meets the predefined performance test. In these instances, we do not recognize revenue attributable to the performance test until the performance test has been satisfied.



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 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. There are no bill and hold arrangement reflected in our financial
statements as of and for the periods ended March 31, 2005.



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.
| | - |  | ----------------------------------------------------------------------------------------------------------------------



New 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.



22



---

##### Table of Contents

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 statement of financial position or operations.



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 statement of position and operations.



Forward Looking Statements and Risks



Certain of the statements we make in this document and in documents
incorporated by reference herein, including those made under the caption Business, Managements Discussion and Analysis of Financial Condition and Results of Operations, and in Managements Current
Outlook are, or may be, forward-looking statements for purposes of the Securities Act of 1933 and the Securities Exchange Act of 1934. Such statements include projections of our expectations regarding our future capital expenditures, research
and development expenses, expansion of product lines, growth of product markets and other statements that relate to future events or circumstances. These statements are subject to known and unknown risks, uncertainties and other factors that may
cause our actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied by such forward-looking statements, including the risks and factors described below. You are
cautioned to consider the following factors and risks in connection with evaluating any such forward-looking statements or otherwise evaluating an investment in our company.



Managements Current Outlook.



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 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 fiscal year 2005:



| |  |  | 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 during fiscal year 2005.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



23



---

##### Table of Contents

| |  |  | While we expect demand for our traditional seismic land and marine products to increase in 2005 due to higher oil and gas commodity prices, we believe sales of products into the
traditional seismic contracting industry will 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 in
fiscal year 2005 are expected to be below fiscal year 2004 levels.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Demand for our products used in the thermal solutions industry is expected to increase marginally in fiscal year 2005 due to our acquisition of the thermal printhead production
assets from Graphtec and the commencement of printhead production at our Pinemont facility.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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
relatively minor 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. A decline in the demand for our products could materially and adversely affect our results of operations and liquidity.



Our New Products May Not Achieve Market Acceptance.



Our outlook is 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 effort to try to develop our
thermal solutions products. We cannot assure you that we will realize our expectations regarding acceptance and revenues from our products and services in exisiting or new markets.



24



---

##### Table of Contents

A Decline in Industry Conditions Could Affect Our Results.



Any unexpected material changes in oil and gas prices or other market trends
that would impact seismic exploration activity would likely affect the forward-looking information contained in this document. In addition, the oil and gas industry is extremely volatile and subject to change based on political and economic factors
outside our control.



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. Our order
backlog and the nature of our order backlog generally does not allow us to have future visibility beyond three months or so. Thus our ability to replenish orders and the completion of orders, particularly large orders for deepwater reservoir
characterization projects, can significantly impact the 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.



Our Credit Risks Could Increase as Our Customers Continue to Face Difficult Economic
Circumstances.



We believe, and have assumed, that our
allowance for bad debts at March 31, 2005 is adequate in light of 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, and particularly in the six month period ended March 31, 2005, 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.



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



We have approximately 2.4 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 six months ended March 31, 2005 has averaged approximately 7,400 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 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,
| | - |  | --------------------------------------------------------------



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



| |  |  | maintain market acceptance,
| | - |  | ---------------------------



| |  |  | 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.



25



---

##### Table of Contents

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.



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 Patent Protection of Our Products.



We hold and from time to time we apply for certain patents relating to our seismic data acquisition and other products. We also acquired several patents
which relate to the development of dry thermal film from our former primary film supplier 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. 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 United States, including the risk of war, terrorist activities, civil disturbances, embargo and government activities and foreign attitudes about
conducting business activities with the United States, 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,



26



---

##### Table of Contents

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 out 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 Key Suppliers for
Significant Product Components.



We currently manufacture
dry thermal film which is used by our customers in the thermal imaging equipment we manufacture using the assets we acquired from Graphtec. We also purchase a large quantity of dry thermal film from an alternative supplier of dry thermal film or our
Other Film Supplier. Except for our Other Film 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 if our Other Film 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 Are Subject to Control by a Principal Stockholder.



OYO Corporation, a Japanese corporation, owns indirectly
in the aggregate approximately 50.8% 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 its 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 U.S. Economy in
Future Periods May Adversely Affect Our Business.



A
general downturn in the U.S. economy in future periods could adversely affect our business in ways that we cannot identify. 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 industry. 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.



Sarbanes-Oxley Act of 2002.



In response to several high profile cases of accounting irregularities, the
Sarbanes-Oxley Act of 2002 (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



27



---

##### Table of Contents

by imposing specific corporate governance requirements, by requiring more stringent controls and certifications by corporate management and by ultimately
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 controls. 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 our internal controls system. We have 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. It is possible that we will incur higher costs to comply with the Act than originally anticipated.



28



---

##### Table of Contents

Item 3. Quantitative and Qualitative Disclosures about Market Risk



The following discussion of our exposure to various market risks contains forward looking statements that involve risks and uncertainties.
These projected results have been prepared utilizing certain assumptions considered reasonable in light of information currently available to us. Nevertheless, because of the inherent unpredictability of foreign currency rates, 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 March 31, 2005 reflected approximately $3.0 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 March 31, 2005, we had outstanding accounts and notes receivable of $4.0 million, $1.4 million, $0.3 million, $0.2 million and $42,000 from our subsidiaries
in Canada, Russia, Japan, China and the United Kingdom, respectively.



Floating Interest Rate Risk



Our New 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 New 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 was a LIBOR based rate plus 200
basis points with a minimum rate of 3.8%. We amended the real estate mortgage agreement on April 13, 2005, reducing the borrowing rate to LIBOR plus 165 basis points with the minimum rate remaining at 3.8%. As of March 31, 2005, we had borrowed
$11.2 million under the New Credit Agreement at a rate of 4.8% and we had borrowed $2.9 million under our real estate mortgage agreement at a rate of 4.8%. Due to the amount of borrowings outstanding under these facilities, including potential
borrowings available under the New Credit Agreement, any increased interest costs associated with movements in market interest rates could be material to our financial condition, results of operation or cash flow. At March 31, 2005 based on our
current level of borrowings, a 1.0% increase in interest rates would increase interest expense annually by approximately $141,000.



29



---

##### Table of Contents

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 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 have been no significant changes in
internal controls, or in factors that could materially affect or that are 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.



30



---

##### Table of Contents

PART II - OTHER INFORMATION



Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.



As previously reported, an error was recently discovered as to the registration under the Securities Act of 1933 of securities offered under the
Companys Broad-Based Option Plan. Before the error was discovered, an additional 500 shares of Common Stock were issued for an aggregate consideration of approximately $6,000 pursuant to such Plan without such registration and without
exemption from the registration requirements of such Act during the quarter ended March 31, 2005, as follows:



|                   |  |                        
|------------------ |  | -----------------------
|Date Shares Issued |  | Number of Shares Issued
|01/05/2005         |  | 100                    
|01/19/2005         |  | 200                    
|01/21/2005         |  | 100                    
|02/02/2005         |  | 100                    



Item 4. Submission of Matters to a Vote of Security Holders



On February 8, 2005, we held our Annual Meeting of Stockholders (the Meeting). At the Meeting, our stockholders approved three proposals. Proposal 1 related to the election of Thomas L. Davis and Ryuzo
Okuto, as directors, each holding office until the 2008 Annual Meeting of Stockholders or until his successor is duly elected and qualified. Proposal 2 amended our 1997 Key Employee Stock Option Plan to increase the number of shares available under
the plan to 1,125,000. Proposal 3 amended our 1997 Non-Employee Director Plan to increase the number of shares available under the plan to 150,000. The results of the voting follows:



|                |  |           |  |         |  |         
|--------------- |  | --------- |  | ------- |  | --------
|                |  | For       |  | Against |  | Withheld
|Proposal 1      |  |           |  |         |  |         
|Thomas L. Davis |  | 5,010,218 |  |        |  | 431,980 
|Ryuzo Okuto     |  | 5,007,408 |  |        |  | 434,790 
|                |  |           | 
|Proposal 2      |  | 4,005,875 |  | 489,432 |  | 5,005   
|                |  |           | 
|Proposal 3      |  | 4,029,097 |  | 464,310 |  | 6,905   



The total voted shares represented by
proxy and in person was 5,442,198.



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.
|---- | -----------------------------------------------------------------------------------------------------------------



31



---

##### Table of Contents

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: May 3, 2005 |  | By:                      |  | /s/ Gary D. Owens                    
|                  |  |                          |  | Gary D. Owens, Chairman of the Board 
|                  |  |                          |  | President and Chief Executive Officer
|                  |  |                          |  | (duly authorized officer)            
|                  |  |                         
|Date: May 3, 2005 |  | By:                      |  | /s/ Thomas T. McEntire               
|                  |  |                          |  | Thomas T. McEntire                   
|                  |  |                          |  | Chief Financial Officer              
|                  |  |                          |  | (principal financial officer)        



32