10-Q

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 December 31, 2008

OR

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Transition Period from              to             

Commission file number 001-13601

OYO GEOSPACE CORPORATION

(Exact Name of Registrant as Specified in Its Charter) (Zip Code)

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 a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

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

There were 5,936,508 shares of the Registrant’s Common Stock outstanding as of the close of business on February 2, 2009.

Table of Contents

	Page Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3. Quantitative and Qualitative Disclosures about Market Risk	20
Item 4. Controls and Procedures	21
PART II. OTHER INFORMATION
Item 6. Exhibits	22

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

OYO GEOSPACE CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands)

	December 31, 2008			September 30, 2008
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,702		$	1,562
Trade accounts receivable, net		18,373			21,546
Current portion of notes receivable, net		10,862			10,874
Inventories, net		69,299			64,396
Deferred income tax asset		2,968			2,931
Prepaid expenses and other current assets		2,617			2,635
Total current assets		105,821			103,944
Rental equipment, net		3,149			3,014
Property, plant and equipment, net		39,510			40,543
Patents, net		990			1,057
Goodwill		1,843			1,843
Non-current deferred income tax asset		676			624
Non-current notes receivable, net		7,364			7,146
Other assets		1,443			1,209
Total assets	$	160,796		$	159,380
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Book overdrafts	$	286		$	35
Notes payable and current maturities of long-term debt		713			709
Accounts payable trade		7,746			8,210
Accrued expenses and other current liabilities		6,752			9,922
Deferred revenue		985			962
Deferred income tax liability		71			78
Income tax payable		2,294			1,553
Total current liabilities		18,847			21,469
Long-term debt, net of current maturities		25,587			19,526
Non-current deferred income tax liabilities		—			1,022
Total liabilities		44,434			42,017
Stockholders’ equity:
Preferred stock		—			—
Common stock		59			59
Additional paid-in capital		42,061			42,030
Retained earnings		75,117			73,780
Accumulated other comprehensive income (loss)		(875	)		1,494
Total stockholders’ equity		116,362			117,363
Total liabilities and stockholders’ equity	$	160,796		$	159,380

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

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OYO GEOSPACE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(unaudited)

	Three Months Ended December 31, 2008			Three Months Ended December 31, 2007
Net sales	$	25,855		$	32,022
Cost of sales		17,835			20,908
Gross profit		8,020			11,114
Operating expenses:
Selling, general and administrative		3,724			4,168
Research and development		1,899			2,192
Bad debt expense (recovery)		(168	)		294
Total operating expenses		5,455			6,654
Gain on sale of assets		7			354
Income from operations		2,572			4,814
Other income (expense):
Interest expense		(275	)		(185	)
Interest income		329			272
Foreign exchange losses		(540	)		(5	)
Other, net		(6	)		(12	)
Total other income (expense), net		(492	)		70
Income before income taxes		2,080			4,884
Income tax expense		743			1,573
Net income	$	1,337		$	3,311
Basic earnings per share	$	0.23		$	0.56
Diluted earnings per share	$	0.22		$	0.54
Weighted average shares outstanding - Basic		5,936,508			5,892,828
Weighted average shares outstanding - Diluted		6,034,903			6,155,864

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

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OYO GEOSPACE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Three Months Ended December 31, 2008			Three Months Ended December 31, 2007
Cash flows from operating activities:
Net income	$	1,337		$	3,311
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Deferred income tax expense (benefit)		61			(619	)
Depreciation		1,065			853
Amortization		62			61
Stock-based compensation expense		30			9
Inventory obsolescence reserve		538			344
(Gain) loss on disposal of property, plant and equipment		7			(354	)
Bad debt expense (recovery)		(168	)		294
Effects of changes in operating assets and liabilities:
Trade accounts and notes receivable		2,463			(7,648	)
Inventories		(7,613	)		(2,255	)
Prepaid expenses and other assets		(292	)		78
Accounts payable		(305	)		(455	)
Accrued expenses and other		(3,284	)		(2,516	)
Deferred revenue		109			(628	)
Income tax payable		746			339
Net cash used in operating activities		(5,244	)		(9,186	)
Cash flows from investing activities:
Proceeds from the sale of property, plant and equipment		23			367
Capital expenditures		(1,061	)		(3,287	)
Net cash used in investing activities		(1,038	)		(2,920	)
Cash flows from financing activities:
Change in book overdrafts		251			82
Net borrowings (principal payments) under line for credit		6,242			11,267
Principal payments on mortgage loans		(175	)		(82	)
Excess tax benefit from share-based compensation		—			255
Proceeds from exercise of stock options		—			133
Net cash provided by financing activities		6,318			11,655
Effect of exchange rate changes on cash		104			(2	)
Increase (decrease) in cash and cash equivalents		140			(453	)
Cash and cash equivalents, beginning of period		1,562			3,013
Cash and cash equivalents, end of period	$	1,702		$	2,560

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

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OYO GEOSPACE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

1. Significant Accounting Policies

Basis of Presentation

The consolidated balance sheet of OYO Geospace Corporation and its subsidiaries (the “Company”) at September 30, 2008 was derived from the Company’s audited consolidated financial statements at that date. The consolidated balance sheet at December 31, 2008 and the consolidated statements of operations for the three months ended December 31, 2008 and 2007, and the consolidated statements of cash flows for the three months ended December 31, 2008 and 2007 were prepared by the Company without audit. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary to present fairly the consolidated financial position, results of operations and cash flows were made. The results of operations for the three months ended December 31, 2008 are not necessarily indicative of the operating results for a full year or of future operations.

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

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

Cash and Cash Equivalents

The Company considers all highly liquid 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. The Company’s subsidiary in the Russian Federation uses an average cost method to value its inventories.

Revenue Recognition

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

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OYO GEOSPACE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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

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

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

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

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

Occasionally seismic customers are not able to take immediate delivery of products which were specifically manufactured to the customer’s specifications. These occasions generally occur when customers face logistical issues such as project delays or delays with their seismic crew deployment. In these instances, customers have asked the Company to hold the equipment for a short period of time until they can take physical delivery of the product (referred to as “bill and hold” arrangements). The Company does not modify its normal billing and credit terms for these types of sales. As of December 31, 2008, there were no sales under bill and hold arrangements.

Research and Development Costs

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

Product Warranties

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

Balance at the beginning of the period (October 1, 2008)	$	1,147
Accruals for warranties issued during the period		586
Accruals related to pre-existing warranties (including changes in estimates)		—
Settlements made (in cash or in kind) during the period		(584	)
Balance at the end of the period (December 31, 2008)	$	1,149

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OYO GEOSPACE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

2. Earnings Per Common Share

The following table summarizes the calculation of net earnings and weighted average common shares and common equivalent shares outstanding for purposes of the computation of earnings per share (in thousands, except share and per share data):

	Three Months Ended December 31, 2008		Three Months Ended December 31, 2007
Net earnings available to common stockholders	$	1,337	$	3,311
Weighted average common shares and common share equivalents:
Common shares used in basic earnings per share		5,936,508		5,892,828
Common share equivalents		98,395		263,036
Total weighted average common shares and common share equivalents used in diluted earnings per share		6,034,903		6,155,864
Basic earnings per common share	$	0.23	$	0.56
Diluted earnings per common share	$	0.22	$	0.54

Options totaling 250,400 and zero shares of common stock for the three months ended December 31, 2008 and December 31, 2007, respectively, were not included in the computation of weighted average shares because the impact of these options was antidilutive.

3. Comprehensive Income

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

	Three Months Ended December 31, 2008			Three Months Ended December 31, 2007
Net income	$	1,337		$	3,311
Foreign currency translation adjustments		(2,369	)		(224	)
Total comprehensive income (loss)	$	(1,032	)	$	3,087

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OYO GEOSPACE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

4. Trade Accounts and Notes Receivable

Current trade accounts and notes receivable are reflected in the following (in thousands):

	December 31, 2008			September 30, 2008
Trade accounts receivable	$	19,449		$	22,875
Allowance for doubtful accounts		(1,076	)		(1,329	)
	$	18,373		$	21,546

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

At each of December 31, 2008 and September 30, 2008, the Company’s current notes receivable was $10.9 million. The Company also had notes receivable of $7.4 million and $7.1 million classified as long-term at December 31, 2008 and September 30, 2008, respectively. The Company had a reserve for doubtful notes of zero at December 31, 2008 and September 30, 2008. Notes receivable are generally collateralized by the products sold and bear interest at rates ranging up to 12.0% per year.

5. Inventories

Inventories consist of the following (in thousands):

	December 31, 2008			September 30, 2008
Finished goods	$	20,184		$	14,968
Work-in-process		17,315			17,883
Raw materials		36,228			35,484
Obsolescence reserve		(4,428	)		(3,939	)
	$	69,299		$	64,396

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

During the three months ended December 31, 2008, the Company transferred $1.0 million of equipment from inventories to rental equipment.

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OYO GEOSPACE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

6. Segment and Geographic Information

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

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

	Three Months Ended December 31, 2008			Three Months Ended December 31, 2007
Net sales:
Seismic	$	21,926		$	28,572
Thermal Solutions		3,738			3,283
Corporate		191			167
Total	$	25,855		$	32,022
Income (loss) from operations:
Seismic	$	4,145		$	6,816
Thermal Solutions		257			(95	)
Corporate		(1,830	)		(1,907	)
Total	$	2,572		$	4,814

7. Credit Agreement

On November 22, 2004, several of the Company’s subsidiaries entered into a credit agreement (as amended, the “Credit Agreement”) with a bank. Under the Credit Agreement, the Company’s borrower subsidiaries can borrow up to $25.0 million principally secured by their accounts receivable, inventories and equipment. The Credit Agreement expires on January 31, 2010. The Credit Agreement limits the incurrence of additional indebtedness, requires the maintenance of certain financial ratios, restricts the Company’s and the borrower subsidiaries’ ability to pay dividends and contains other covenants customary in agreements of this type. At December 31, 2008, there were borrowings of $16.2 million under the Credit Agreement and additional borrowings available of $8.8 million. The Company is not subject to a borrowing base and is able to borrow the full $8.8 million subject to it remaining in compliance with certain covenants. The Company was in compliance with all debt covenants as of December 31, 2008. The interest rate for borrowings under the Credit Agreement is, at our borrower subsidiaries’ option, a discounted prime rate or a LIBOR based rate.

8. Income Taxes

The United States statutory tax rate for the three months ended December 31, 2008 and 2007 was 34.0% and 35.0%, respectively. The Company’s effective tax rate for the three months ended December 31, 2008 was 35.7%. The higher effective rate resulted from a tax charge of $85,000 to revalue the Company’s U.S. deferred tax assets and liabilities at a lower statutory tax rate in anticipation of lower levels of future taxable income. Excluding this charge, the Company’s effective tax rate for the three months ended December 31, 2008 was 31.6% and benefited from (i) the manufacturers’/producers’ deduction and (ii) research and experimentation tax credits. The Company’s

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OYO GEOSPACE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

effective tax rate for the three months ended December 31, 2007 was 32.2%. When compared to the statutory rate, the lower effective tax rate resulted from (i) lower tax rates applicable to income earned in foreign jurisdictions, (ii) the manufacturers’/producers’ deduction, and (iii) research and experimentation tax credits.

The U.S. Internal Revenue Service (“IRS”) conducted an audit of the Company’s fiscal year 2006 U.S. Federal income tax return. The Company believes that the IRS audit will be settled with no material effect on the Company’s consolidated financial statements.

9. Stock-Based Compensation

During the three months ended December 31, 2008, stock options were granted under the 1997 Key Employee Stock Option Plan. The Company calculated the fair value of each option award on the date of grant using the Black-Scholes option pricing model. The following assumptions were used:

	Three Months Ended December 31, 2008
Risk-free interest rates	2.09	%
Expected lives (in years)	6.25
Expected dividend yield	0	%
Expected volatility	51.38	%

The computation of expected volatility during the three months ended December 31, 2008 was based on the historical volatility. Historical volatility was calculated from historical data for the time approximately equal to the expected term of the option award starting from the date of grant. The risk-free interest rate assumption is based upon the U.S. Treasury yield curve in effect at the time of grant for the period corresponding with the expected life of the option.

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

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

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

Industry Overview

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

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

Seismic Products

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

Seismic Exploration Products

Seismic data is acquired by combining a seismic energy source and a seismic data recording system. We provide many of the components of seismic data recording systems, including data acquisition systems, geophones, hydrophones, multi-component sensors, seismic leader wire, geophone strings, connectors, seismic telemetry cables and other seismic related products. On land, our customers use our data acquisition systems, geophones, leader wire, cables and connectors to receive and measure seismic reflections resulting from an energy source to data recording units, which store information for processing and analysis. During fiscal year 2008, we announced the

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

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

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

Seismic Reservoir Products

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

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

Emerging Technology Products

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

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

Thermal Solution Products

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

13

ribbon, and other thermal media. Our thermal imaging solutions produce images ranging in size from 12 to 54 inches wide and in resolution from 400 to 1,200 dots per inch. We market our thermal imaging solutions to a variety of industries, including the screen printing, point-of-sale, signage, flexographic and textile markets. We also continue to sell these products to our seismic customers.

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

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

Worldwide Economic Crisis

Demand for many of our products depends primarily on the level of worldwide oil exploration activity and, to a lesser extent, natural gas exploration activities in North America. That activity, in turn, depends primarily on prevailing oil and gas prices and availability of seismic data. The 2008 escalation of the domestic financial crisis arising out of the meltdown of the subprime lending market has caused significant distress to many global financial lending institutions, leading to a broader global financial crisis and a tightening of the availability of commercial credit. Many economists have predicted a prolonged worldwide economic recession and a slow recovery in the credit markets. These recessionary fears, combined with a recent decline in worldwide demand for energy, have caused energy commodity prices to decline sharply. As expected, these events have led to a decline in energy exploration activities in North America and in certain international markets, and we began to see the effects of this decline on our business during the first fiscal quarter of 2009. We saw revenues decline for each of our seismic product lines, including significant declines in our Russian and Canadian seismic exploration markets. While demand for our seismic reservoir products is often sporadic, lower customer demand for these products created a significant shortfall in our revenues and profits for the quarter. We believe our seismic customers are likely to continue to scale back their activities until financial markets stabilize and demand for exploration activities increase.

The uncertainty of these global economic matters and their ultimate impact on energy exploration activities and on our customers’ ability to access credit markets is difficult to forecast, and a decline in the demand for our seismic products is likely to continue for the present time. In the past, we have described our business as “lumpy”. In this current environment, we expect our business levels will be even more erratic. Singular events will result in severe swings in our revenues in both positive and negative directions. The lack of usual levels of seismic reservoir product sales in the first fiscal quarter of 2009 is one such example. If these economic events continue into the foreseeable future, they could have a material adverse impact on our revenues and profits in fiscal year 2009 and in future years.

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

Incentive Compensation Program

Despite the economic slowdown and the challenges our business will face as a result, we adopted an incentive compensation program for fiscal year 2009 whereby most employees will be eligible to begin earning

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incentive compensation upon the Company reaching a five percent pretax return on stockholders’ equity, determined as of September 30, 2008. We believe that our employees will see the incentive compensation program as a reason to continue to forge ahead. To be eligible to participate in the incentive compensation program, employees must participate in our Core Values Program. Based on our experience in prior years, we expect one hundred percent of our employees to participate in the Core Values Program. The incentive compensation program does not apply to the employees of our Russian subsidiary as such employees participate in a locally administered bonus program. Certain non-executive employees will be required to achieve specific goals to earn a significant portion of their total incentive compensation award. Bonus awards earned under this program will be paid out to eligible employees after the end of fiscal year 2009.

Upon reaching the five percent threshold under this proposed program, an incentive compensation accrual will be established equal to eighteen percent of the amount of any consolidated pretax profits above the five percent pretax return threshold. The maximum aggregate bonus available under the program for fiscal year 2009 is $3.8 million. Under this program, for the three months ended December 31, 2008 and 2007, we had accrued $0.1 million and $0.9 million, respectively, of incentive compensation expense.

Results of Operations

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

	Three Months Ended December 31, 2008			Three Months Ended December 31, 2007
Seismic
Seismic exploration product sales	$	18,765		$	20,290
Reservoir product sales and services		995			5,519
Industrial product sales		2,166			2,763
Total seismic sales		21,926			28,572
Operating income		4,145			6,816
Thermal Solutions
Net sales		3,738			3,283
Operating income (loss)		257			(95	)
Corporate
Net sales		191			167
Operating loss		(1,830	)		(1,907	)
Consolidated Totals
Net sales		25,855			32,022
Operating income		2,572			4,814

Overview

Three months ended December 31, 2008 compared to three months ended December 31, 2007

Consolidated sales for the three months ended December 31, 2008 decreased by $6.2 million, or 19.3%, from the corresponding period of the prior fiscal year. The decrease in sales primarily reflects decreased demand for our seismic products.

Consolidated gross profits for the three months ended December 31, 2008 decreased by $3.1 million, or 27.8%, from the corresponding period of the prior fiscal year. The decreased gross profits are due to decreased sales. Consolidated gross profit margins were lower in the three months ended December 31, 2008 due to a significantly lower level of seismic reservoir product sales which generally yield higher profit margins.

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Consolidated operating expenses for the three months ended December 31, 2008 decreased by $1.2 million, or 18.0%, from the corresponding period of the prior fiscal year. The decreased operating expenses primarily resulted from a $0.5 million decline in incentive compensation expense for our non-manufacturing employees, as discussed above under the heading “—Incentive Compensation Program” and from a $0.5 million decline in bad debt expenses.

Other income for the three months ended December 31, 2008 decreased by $0.6 million. This decrease occurred primarily because of a $0.5 million foreign exchange loss incurred by our subsidiaries in Canada and the Russian Federation. These foreign exchange losses resulted because U.S. dollar denominated intercompany debts at these subsidiaries were revalued due to weakening local currency conditions in both countries.

The United States statutory tax rate for the three months ended December 31, 2008 was 34.0%. Our effective tax rate for the three months ended December 31, 2008 was 35.7%. The higher effective rate resulted from a tax charge of $85,000 to revalue our U.S. deferred tax assets and liabilities at a lower statutory tax rate in anticipation of lower levels of future taxable income. Excluding this charge, the Company’s effective tax rate for the three months ended December 31, 2008 was 31.6% and benefited from (i) the manufacturers’/producers’ deduction and (ii) research and experimentation tax credits. Our effective tax rate for the three months ended December 31, 2007 was 32.2%. When compared to the statutory rate, our lower effective tax rate resulted from (i) lower tax rates applicable to income earned in foreign jurisdictions, (ii) the manufacturers’/producers’ deduction, and (iii) research and experimentation tax credits.

Seismic Products

Net Sales

Sales of our seismic products for the three months ended December 31, 2008 decreased by $6.6 million, or 23.3%, from the corresponding period of the prior fiscal year. The sales decrease was primarily due to a $4.5 million decline in sales of our reservoir products and a $2.4 million decline in seismic exploration sales from our subsidiaries located in Canada and the Russian Federation.

Operating Income

Our operating income associated with sales of our seismic products for the three months ended December 31, 2008 decreased by $2.7 million, or 39.2%, from the corresponding period of the prior fiscal year. The decrease in operating income primarily resulted from decreased sales of our seismic reservoir products which yield higher profit margins. In addition, during the three months ended December 31, 2007, we realized a gain of $0.4 million from the sale of a surplus property in the Russian Federation. The decreased operating income was partially offset by a $0.6 million decline in incentive compensation expense as discussed above under the heading “—Incentive Compensation Program”.

Thermal Solutions Products

Net Sales

Sales of our thermal solutions products for the three months ended December 31, 2008 increased by $0.5 million, or 13.9%, from the corresponding period of the prior fiscal year. This increase was primarily due to increased sales of thermal imaging equipment and was partially offset by weaker foreign currency sales at our subsidiary in the United Kingdom.

Operating Income (Loss)

Our operating income associated with sales of our thermal solutions products for the three months ended December 31, 2008 was $0.3 million, an increase of $0.4 million from the corresponding period of the prior fiscal year. Such improvement was primarily the result of increased sales and a $0.1 million decline in incentive compensation expense as discussed above under the heading “—Incentive Compensation Program”.

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Liquidity and Capital Resources

At December 31, 2008, we had $1.7 million in cash and cash equivalents. For the three months ended December 31, 2008, we used approximately $5.2 million of cash from operating activities. Sources of cash generated in our operating activities resulted from net income of $1.3 million. Additional sources of cash include net non-cash charges of $1.5 million for depreciation, amortization, stock-based compensation, inventory obsolescence and bad debts. Other sources of cash included a $2.5 million decrease in accounts and notes receivable due to improved collections and a lower level of sales, and a $0.7 million increase in income taxes payable. These sources of cash were offset by (i) a $7.6 million increase in inventories resulting from the receipt of raw materials under purchase commitments and the production of targeted levels of our new wireless data acquisition system, (ii) a $3.3 million decrease in accrued expenses primarily resulting from the annual payment of accrued incentive compensation, and (iii) a $0.3 million increase in prepaid expenses and other assets. Until recent months, we have been in a period of significant demand for our products as well as the development of new product technologies, which has resulted in a build-up of our inventories to be able to continue to meet actual and anticipated future customer demands. Such increases in our inventory levels have resulted in an increase in our inventory obsolescence expense as the level of obsolete and slow moving inventories increase. The increased level of inventories has put greater demands on our management of inventories, and we are giving substantial attention to this area.

For the three months ended December 31, 2008, we used approximately $1.0 million of cash in investing activities for capital expenditures. We estimate that our total capital expenditures in fiscal year 2009 will be approximately $5.0 million.

For the three months ended December 31, 2008, we generated approximately $6.3 million of cash in financing activities primarily from net borrowings under the Credit Agreement, as discussed below.

On November 22, 2004, several of our subsidiaries entered into a credit agreement (as amended, the “Credit Agreement”) with a bank. Under the Credit Agreement, our borrower subsidiaries can borrow up to $25.0 million principally secured by their accounts receivable, inventories and equipment. The Credit Agreement expires on January 31, 2010. The Credit Agreement limits the incurrence of additional indebtedness, requires the maintenance of certain financial ratios, restricts our and our subsidiaries’ ability to pay dividends and contains other covenants customary in agreements of this type. We believe that the ratio of total liabilities to tangible net worth and the debt service coverage ratio could prove to be the most restrictive. The interest rate for borrowings under the Credit Agreement is, at our borrower subsidiaries’ option, a discounted prime rate or a LIBOR based rate. At December 31, 2008, there were borrowings of $16.2 million under the Credit Agreement and additional borrowings available of $8.8 million.

We plan to seek to extend the credit facility with our existing lender and expect to be able to do so, but have no assurances that we will be able to do so under favorable terms, particularly in light of the ongoing global financial crisis. The existing facility does not expire until January 31, 2010. We are able to borrow the full $25.0 million under the Credit Agreement subject to the maintenance of certain financial ratios. We anticipate that the existing cash balance as of December 31, 2008, cash flow from operations and borrowing availability under our existing credit facility will provide adequate cash flows and liquidity for the next twelve months to satisfy capital expenditure requirements, scheduled debt payments and fund operations.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the use of estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We consider many factors in selecting appropriate operational and financial accounting policies and controls, and in developing the estimates and assumptions that are used in the preparation of these financial statements. We continually evaluate our estimates, including those related to bad debt reserves, inventory obsolescence reserves, self-insurance reserves for medical expenses, product warranty reserves, intangible assets, stock-based compensation and deferred income tax assets. We base our estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different conditions or assumptions.

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

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

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

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

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.

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

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

• Collectibility is reasonably assured. We evaluate customer credit to ensure collectibility is reasonably assured.

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

• Whether the risks of ownership have passed to the customer,

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

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

• Whether there is a fixed schedule for delivery of the product,

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

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

• Whether the equipment is complete and ready for shipment.

We do not modify our normal billing and credit terms for these types of sales. As of December 31, 2008, we had no sales under bill and hold arrangements.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

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

Foreign Currency and Operations Risk

One of our wholly-owned subsidiaries, OYO-GEO Impulse, is located in the Russian Federation. Therefore, our financial results may be affected by factors such as changes in foreign currency exchange rates, weak economic conditions in the Russian Federation or changes in its political climate. Our consolidated balance sheet at December 31, 2008 reflected approximately $6.9 million of net working capital related to OYO-GEO Impulse. For third-party transactions, OYO-GEO Impulse both receives its income and pays its expenses primarily in rubles. To the extent that transactions of OYO-GEO Impulse are settled in rubles, a devaluation of the ruble versus the U.S. dollar could reduce any contribution from OYO-GEO Impulse to our consolidated results of operations and total comprehensive income as reported in U.S. dollars. We do not hedge the market risk with respect to our operations in the Russian Federation; therefore, such risk is a general and unpredictable risk of future disruptions in the valuation of rubles versus U.S. dollars to the extent such disruptions result in any reduced valuation of OYO-GEO Impulse’s net working capital or future contributions to our consolidated results of operations. At December 31, 2008, the foreign exchange rate of the U.S. dollar to the ruble was 1:29.5. If the U.S. dollar versus ruble exchange rate were to decline by ten percent, our working capital could decline by $0.7 million.

Foreign Currency Intercompany Accounts

From time to time, we provide access to capital to our foreign subsidiaries through U.S. dollar denominated interest bearing promissory notes. Such funds are generally used by our foreign subsidiaries to purchase capital assets and for general working capital needs. In addition, we sell products to our foreign subsidiaries in U.S. dollars on trade credit terms. Because these U.S. dollar denominated intercompany debts are accounted for in the local currency of our foreign subsidiaries, any appreciation or devaluation of such foreign currencies against the U.S. dollar will result in a gain or loss, respectively, to our consolidated statement of operations. At December 31, 2008, we had outstanding accounts receivable of $2.8 million and $0.1 million from our subsidiaries in Canada and the Russian Federation, respectively. At December 31, 2008, the foreign exchange rate of the U.S. dollar to the Canadian Dollar was 1:1.2 and the foreign exchange rate of the U.S. dollar to ruble was 1:29.5. If the U.S. dollar exchange rate were to decline by ten percent, our intercompany accounts and notes receivable could decline by $0.3 million in Canada and $10,000 in the Russian Federation.

Floating Interest Rate Risk

The Credit Agreement and the real estate mortgage agreement for our Pinemont facility each contain a floating interest rate. These floating interest rates subject us to the risk of increased interest costs associated with any upward movements in bank market interest rates. Under the Credit Agreement, our borrowing interest rate is a discounted prime lending rate or a LIBOR based rate, whichever we select. Under the real estate mortgage agreement, our borrowing rate is a LIBOR based rate plus 150 basis points. As of December 31, 2008, we had borrowings of $16.2 million under the Credit Agreement at a borrowing rate of 1.9% and had standby letters of credit outstanding in the amount of $7,500. We also had borrowings of $8.5 million outstanding under our real estate mortgage agreement at a rate of 2.9%. Due to the amount of borrowings outstanding under these facilities, including potential borrowings available under the Credit Agreement, any increased interest costs associated with movements in market interest rates could be material to our financial condition, results of operations and/or cash flow. At December 31, 2008, based on our current level of borrowings, a 1.0% increase in interest rates would increase our interest expense annually by approximately $0.2 million.

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Item 4. Controls and Procedures

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

In connection with the preparation of this Quarterly Report on Form 10-Q, the Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the CEO and CFO, as of December 31, 2008 of the effectiveness of the Company’s disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that evaluation, the CEO and CFO concluded that our disclosure controls and procedures are effective in ensuring that all material information required to be filed in this Quarterly Report has been made known to them in a timely fashion.

No changes in the Company’s internal controls over financial reporting occurred during the quarterly period ended December 31, 2008 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

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PART II - OTHER INFORMATION

Item 6. Exhibits

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

10.1	OYO Geospace Corporation Fiscal Year 2009 Bonus Plan.
10.2	First Amendment effective October 1, 2008 to Employment Agreement dated as of August 1, 1997, between the Company and Gary D. Owens.
10.3	First Amendment effective October 1, 2008 to Employment Agreement dated as of August 1, 1997, between the Company and Michael J. Sheen.
31.1	Certification of the Company’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Company’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of the Company’s Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of the Company’s Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		OYO GEOSPACE CORPORATION
Date:	February 6, 2009	By:	/s/ Gary D. Owens
			Gary D. Owens, Chairman of the Board
			President and Chief Executive Officer
			(duly authorized officer)
Date:	February 6, 2009	By:	/s/ Thomas T. McEntire
			Thomas T. McEntire
			Chief Financial Officer
			(principal financial officer)

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EX-10.1

Exhibit 10.1

OYO Geospace Corporation

FY 2009 Bonus Program

The FY 2009 bonus program is comprised of three different pools, or “Tiers.” No bonuses are earned until after the company earns a 5% return on its Stockholders Equity (referred to as the “Minimum Hurdle”), which allows the company to earn a minimum pretax profit of approximately $5.9 million before any bonus accruals begin. The distributions of bonuses under the bonus program are submitted to the Compensation Committee each year for approval.

Tier 1 - Employee Profit Sharing Plan

Participants:

This plan includes all employees of the company (except our Russian employees who are rewarded under a small local plan). The Tier 1 program focuses each employee toward maximizing the company’s profits, improving the company’s cohesiveness and morale. The participants must have been employed by the company for at least three months and be employed at the time of bonus disbursal.

Method of Accrual:

The company accrues bonus expense each month by dividing the Minimum Hurdle by 12 months (yielding a monthly Minimum Hurdle of $489,000). If the monthly Minimum Hurdle is achieved, then 18% of any pretax profit in excess of the monthly Minimum Hurdle is accrued and added to the bonus pool. In subsequent months, the year-to-date financials are used. Therefore, the previous month’s calculation plus the current month’s calculation are used to test the cumulative monthly Minimum Hurdles required for the Bonus Plan. As a result the previous month’s accrual may increase if the monthly Minimum Hurdle is reached, or decrease if the current month’s Minimum Hurdle is not achieved. This process continues every month until the end of the year.

The Tier 1 “Profit Sharing” level is capped at $1,950,000 for fiscal year 2009. Monthly testing continues to insure the Tier 1 portion of the bonus plan remains earned, and this portion of the bonus plan can decrease if the minimum level of earnings is not attained in future months.

Distribution of the Tier 1 Bonus Pool:

The Tier 1 bonus pool is allocated to each department based upon each department’s relative annual payroll as a percentage of the company’s total annual payroll. Upon determining each department’s relative share of the Tier 1 bonus pool, a “recommended” calculation is made to distribute the Tier 1 bonus allocation to each employee in the department based on such employee’s relative annual payroll of the total department’s annual payroll. Each department’s manager is allowed to increase or decrease the

“recommended” calculation by up to twenty percent. This adjustment right gives the manager an opportunity to set goals for their group, reward individuals who “go beyond the call of duty” or withhold partial payment for those that cannot or will not go the extra mile. However, every employee receives at least 80% of the recommended amount.

Tier 2 - Mid-level Management Bonus Plan

Participants:

Various mid-level management teams characterized by their level of responsibility and capability of making a significant impact on the Company are included in this portion of the plan. These groups include an engineering group, manufacturing group, and key employees responsible for profit and loss centers as well as a few key employees that support key programs or activities in the company. The number of eligible participants in each group below could increase or decrease based on individual performance, or as the relative size of each department changes.

Method of Accrual:

There is no accrual for the Tier 2 portion of the bonus plan until the Tier 1 profit sharing plan is fully funded. After fully funding the Tier 1 plan, the same 18% accrual rate continues whereby a bonus pool is set aside to fund the Tier 2 mid-level management bonus plan. The cap for the Tier 2 bonus pool is $1,360,000. Each individual will have goals and tasks to accomplish during fiscal year 2009.

Distribution of the Tier 2 Bonus Pool:

The manager of each Tier 2 bonus plan participant must determine how much of the targeted bonus each employee will receive. If the goals and tasks are completed, an individual would expect to receive the entire amount. But if the tasks are not completed to the manager’s satisfaction, then the manager must decide what portion, if any, the individual will receive.

Tier 3 - Senior Executive Officer Bonus Plan

The three senior executive officers are the only participants in the Tier 3 plan. This Tier 3 program begins only after the Tier pools bonus 1 and 2 pools are fully funded, using an 18% accrual rate to fund the Tier 3 plan from pretax earnings. The fiscal year 2009 cap for the Tier 3 plan is $480,000.

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EX-10.2

Exhibit 10.2

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement (this “Amendment”), is made effective as of October 1, 2008 (the “Effective Date”) by and between OYO GEOSPACE CORPORATION, a Delaware corporation (the “Company”), and Gary D. Owens (“Employee”).

RECITALS

WHEREAS, the parties entered into that certain Employment Agreement (the “Agreement”) dated as of August 1, 1997; and

WHEREAS, the parties wish to amend the Agreement to bring it into documentary compliance with Sections 162(m) and 409A of the United States Internal Revenue Code of 1986, as amended.

AGREEMENT

NOW THEREFORE, in consideration of the premises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Amendments. The Agreement is hereby amended as follows:

i. Section 3.3.2. is hereby amended and restated in its entirety with the following language:

“3.3.2 In lieu of any further salary payments to Employee for periods subsequent to the Date of Termination, an amount equal to the product of (a) the Employee’s annual base salary at the rate in effect as of the Date of Termination plus the average of the management incentive bonuses paid to Employee in respect of the three fiscal years preceding the fiscal year in which the Notice of Termination is given, multiplied by (b) two (2).”

ii. A new Section 3.8 is hereby inserted immediately following Section 3.7 and shall provide as follows:

“3.8 Section 409A. Notwithstanding any provisions of the Agreement to the contrary, if the Employee is determined to be a “specified employee” as defined under Section 409A of the Internal Revenue Code, the severance payments payable as a result of a termination of employment under the Agreement that are payable prior to the six-month anniversary of the Employee’s date of termination of employment shall be limited to two times the limitation on compensation set forth in Section 401(a)(17) of the Internal Revenue Code (i.e., $230,000 for 2008), and any severance payments payable to the Employee in excess of said amount shall be paid on the first business day following the six-month anniversary of the Employee’s date of termination of employment as required, and to the extent permitted, under Section 409A(a)(2)(B) of the Internal Revenue Code.”

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2. Entire Agreement; No Further Amendment. This Amendment constitutes the entire agreement among the parties with respect to the subject matter hereof. Except as modified hereby, the Agreement remains in full force and effect without other amendments and modifications.

3. Governing Law. THIS AMENDMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS (WITH THE EXCEPTION OF ITS CONFLICT OF LAWS PROVISIONS).

4. Binding Effect. Except as herein otherwise specifically provided, this Amendment shall be binding upon and inure to the benefit of the parties and their legal representatives, heirs, administrators, executors, successors and assigns.

5. Construction of Amendment. The language used in this Amendment will be deemed to be the language chosen by the parties to express their mutual intent and no rules of strict construction will be applied against any party.

6. Capitalized Terms. Unless expressly stated otherwise, capitalized terms appearing in this Amendment shall have the same meaning as set forth in the Agreement.

7. Captions. Captions contained in this Amendment are inserted only as a matter of convenience and in no way define, limit or extend the scope or intent of this Amendment or any provision hereof.

8. Effect of Invalid Provision. If any provision of this Amendment, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Amendment, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby.

9. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall be deemed to constitute one instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, each of the parties has executed this Amendment, in the case of the Company by their duly authorized officer, effective as of the date first above written.

“COMPANY”
OYO GEOSPACE CORPORATION
By:	/s/ Thomas T. McEntire
Name:	Thomas T. McEntire
Title:	Chief Financial Officer and Secretary

Address:
7007 Pinemont Drive
Houston, Texas 77040-6601
Attn:	Thomas T. McEntire
Fax:	713-986-4445

“EMPLOYEE”

/s/ Gary D. Owens

Gary D. Owens

Address:

FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

SIGNATURE PAGE

EX-10.3

Exhibit 10.3

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement (this “Amendment”), is made effective as of October 1, 2008 (the “Effective Date”) by and between OYO GEOSPACE CORPORATION, a Delaware corporation (the “Company”), and Michael J. Sheen (“Employee”).

RECITALS

WHEREAS, the parties entered into that certain Employment Agreement (the “Agreement”) dated as of August 1, 1997; and

WHEREAS, the parties wish to amend the Agreement to bring it into documentary compliance with Sections 162(m) and 409A of the United States Internal Revenue Code of 1986, as amended.

AGREEMENT

NOW THEREFORE, in consideration of the premises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Amendments. The Agreement is hereby amended as follows:

i. Section 3.3.2. is hereby amended and restated in its entirety with the following language:

“3.3.2 In lieu of any further salary payments to Employee for periods subsequent to the Date of Termination, an amount equal to the product of (a) the Employee’s annual base salary at the rate in effect as of the Date of Termination plus the average of the management incentive bonuses paid to Employee in respect of the three fiscal years preceding the fiscal year in which the Notice of Termination is given, multiplied by (b) two (2).”

ii. A new Section 3.8 is hereby inserted immediately following Section 3.7 and shall provide as follows:

“3.8 Section 409A. Notwithstanding any provisions of the Agreement to the contrary, if the Employee is determined to be a “specified employee” as defined under Section 409A of the Internal Revenue Code, the severance payments payable as a result of a termination of employment under the Agreement that are payable prior to the six-month anniversary of the Employee’s date of termination of employment shall be limited to two times the limitation on compensation set forth in Section 401(a)(17) of the Internal Revenue Code (i.e., $230,000 for 2008), and any severance payments payable to the Employee in excess of said amount shall be paid on the first business day following the six-month anniversary of the Employee’s date of termination of employment as required, and to the extent permitted, under Section 409A(a)(2)(B) of the Internal Revenue Code.”

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2. Entire Agreement; No Further Amendment. This Amendment constitutes the entire agreement among the parties with respect to the subject matter hereof. Except as modified hereby, the Agreement remains in full force and effect without other amendments and modifications.

3. Governing Law. THIS AMENDMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS (WITH THE EXCEPTION OF ITS CONFLICT OF LAWS PROVISIONS).

4. Binding Effect. Except as herein otherwise specifically provided, this Amendment shall be binding upon and inure to the benefit of the parties and their legal representatives, heirs, administrators, executors, successors and assigns.

5. Construction of Amendment. The language used in this Amendment will be deemed to be the language chosen by the parties to express their mutual intent and no rules of strict construction will be applied against any party.

6. Capitalized Terms. Unless expressly stated otherwise, capitalized terms appearing in this Amendment shall have the same meaning as set forth in the Agreement.

7. Captions. Captions contained in this Amendment are inserted only as a matter of convenience and in no way define, limit or extend the scope or intent of this Amendment or any provision hereof.

8. Effect of Invalid Provision. If any provision of this Amendment, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Amendment, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby.

9. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall be deemed to constitute one instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, each of the parties has executed this Amendment, in the case of the Company by their duly authorized officer, effective as of the date first above written.

“COMPANY”
OYO GEOSPACE CORPORATION
By:	/s/ Thomas T. McEntire
Name:	Thomas T. McEntire
Title:	Chief Financial Officer and Secretary

Address:
7007 Pinemont Drive
Houston, Texas 77040-6601
Attn:	Thomas T. McEntire
Fax:	713-986-4445

“EMPLOYEE”

/s/ Michael J. Sheen

Michael J. Sheen

Address:

FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

SIGNATURE PAGE

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Gary D. Owens, certify that:

1. I have reviewed this quarterly report on Form 10-Q of OYO Geospace Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

February 6, 2009

	/s/ Gary D. Owens
Name:	Gary D. Owens
Title:	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Thomas T. McEntire, certify that:

1. I have reviewed this quarterly report on Form 10-Q of OYO Geospace Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

e) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

f) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

g) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

h) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

February 6, 2009

	/s/ Thomas T. McEntire
Name:	Thomas T. McEntire
Title:	Chief Financial Officer

EX-32.1

Exhibit 32.1

Informational Addendum to Report on Form 10-Q

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Not Filed Pursuant to the Securities Exchange Act of 1934

The undersigned Chief Executive Officer of OYO Geospace Corporation does hereby certify as follows:

Solely for the purpose of meeting the requirements of Section 906 of the Sarbanes-Oxley Act of 2002, and solely to the extent this certification may be applicable to this Report on Form 10-Q, the undersigned hereby certifies that this Report on Form 10-Q fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in this Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of OYO Geospace Corporation.

	/s/ Gary D. Owens
Name:	Gary D. Owens
Title:	Chief Executive Officer
February 6, 2009

EX-32.2

Exhibit 32.2

Informational Addendum to Report on Form 10-Q

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Not Filed Pursuant to the Securities Exchange Act of 1934

The undersigned Chief Financial Officer of OYO Geospace Corporation does hereby certify as follows:

Solely for the purpose of meeting the requirements of Section 906 of the Sarbanes-Oxley Act of 2002, and solely to the extent this certification may be applicable to this Report on Form 10-Q, the undersigned hereby certifies that this Report on Form 10-Q fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in this Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of OYO Geospace Corporation.

	/s/ Thomas T. McEntire
Name:	Thomas T. McEntire
Title:	Chief Financial Officer
February 6, 2009