UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

 

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

for the Quarterly Period Ended June 30,December 31, 2012

OR

 

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

for the transition period fromto

Commission file number 001-13601

 

 

OYO GEOSPACE TECHNOLOGIES CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware 76-0447780

(State or Other Jurisdiction of

(I.R.S. Employer

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

7007 Pinemont Drive

Houston, Texas 77040-6601

(Address of Principal Executive Offices) (Zip Code)

(713) 986-4444

(Registrant’s telephone number, including area code)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  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 6,375,08012,858,216 shares of the Registrant’s Common Stock outstanding as of the close of business on July 30, 2012.January 31, 2013.

 

 

 


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

   1516  

Item 3. Quantitative and Qualitative Disclosures about Market Risk

   2423  

Item 4. Controls and Procedures

   2524  

PART II. OTHER INFORMATION

  

Item 1A. Risk Factors

   2625  

Item 6. Exhibits

   2625  

PART I - I—FINANCIAL INFORMATION

Item 1.Financial Statements

OYO Item 1. Financial Statements

GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands)

 

  June 30, 2012 September 30, 2011   December 31, 2012   September 30, 2012 
  (unaudited)     (unaudited)     
ASSETS       

Current assets:

       

Cash and cash equivalents

  $48,706   $31,388    $44,886    $50,752  

Short-term investments

   18,930    4,926     19,692     19,960  

Trade accounts receivable, net

   24,326    19,761     22,676     16,229  

Current portion of notes receivable, net

   1,588    2,100     3,534     3,806  

Inventories, net

   70,636    72,390     97,316     83,894  

Costs and estimated earnings in excess of billings

   6,325��    —    

Deferred income tax assets

   6,774    6,356     6,437     6,689  

Other current assets

   2,065    5,660     9,764     5,898  
  

 

  

 

   

 

   

 

 

Total current assets

   173,025    142,581     210,630     187,228  

Rental equipment, net

   24,689    11,945     33,226     27,853  

Property, plant and equipment, net

   34,426    34,692     39,901     34,433  

Patents, net

   139    319  

Goodwill

   1,843    1,843     1,843     1,843  

Non-current deferred income tax assets

   439    505     431     307  

Non-current notes receivable, net

   2,196    3,706     1,236     1,687  

Prepaid income taxes

   3,144    979     6,710     5,479  

Other assets

   203    231     122     192  
  

 

  

 

   

 

   

 

 

Total assets

  $240,104   $196,801    $294,099    $259,022  
  

 

  

 

 
  

 

   

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY       

Current liabilities:

       

Accounts payable trade

  $5,602   $5,042    $17,347    $17,187  

Accrued expenses and other current liabilities

   15,232    11,384     13,722     13,978  

Deferred revenue

   5,404    774     10,800     8,641  

Deferred income tax liabilities

   21    82     142     111  

Income tax payable

   2,862    399     9,729     1,275  
  

 

  

 

   

 

   

 

 

Total current liabilities

   29,121    17,681     51,740     41,192  

Non-current deferred income tax liabilities

   2,198    2,107     3,285     2,843  
  

 

  

 

   

 

   

 

 

Total liabilities

   31,319    19,788     55,025     44,035  
  

 

  

 

   

 

   

 

 

Commitments and contingencies

       

Stockholders’ equity:

       

Preferred stock

   —      —       —       —    

Common stock

   64    64     129     128  

Additional paid-in capital

   59,130    57,446     62,408     60,633  

Retained earnings

   150,184    119,333     176,464     154,451  

Accumulated other comprehensive income (loss)

   (593  170     73     (225
  

 

  

 

   

 

   

 

 

Total stockholders’ equity

   208,785    177,013     239,074     214,987  
  

 

  

 

   

 

   

 

 

Total liabilities and stockholders’ equity

  $240,104   $196,801    $294,099    $259,022  
  

 

  

 

   

 

   

 

 

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

OYO GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(unaudited)

 

  Three Months Ended Nine Months Ended   Three Months Ended 
  June 30, 2012 June 30, 2011 June 30, 2012 June 30, 2011   December 31, 2012 December 31, 2011 

Sales

  $55,201   $46,368   $154,715   $140,165    $77,751   $43,281  

Cost of sales

   32,238    25,812    86,034    78,832     37,187    22,623  
  

 

  

 

  

 

  

 

   

 

  

 

 

Gross profit

   22,963    20,556    68,681    61,333     40,564    20,658  

Operating expenses:

        

Selling, general and administrative

   4,838    4,114    14,484    13,864     5,363    4,735  

Research and development

   2,800    2,820    9,198    8,985     3,365    2,889  

Bad debt expense (recovery)

   (279  112    325    145  

Bad debt expense

   269    436  
  

 

  

 

  

 

  

 

   

 

  

 

 

Total operating expenses

   7,359    7,046    24,007    22,994     8,997    8,060  
  

 

  

 

  

 

  

 

   

 

  

 

 

Gain (loss) on disposal of equipment

   (3  1    (3  17  

Loss on disposal of equipment

   (19  —    
  

 

  

 

  

 

  

 

   

 

  

 

 

Income from operations

   15,601    13,511    44,671    38,356     31,548    12,598  
  

 

  

 

  

 

  

 

   

 

  

 

 

Other income (expense):

        

Interest expense

   (76  —      (119  (43   (85  —    

Interest income

   118    37    561    166     229    267  

Foreign exchange gains (losses)

   (9  (10  284    36  

Foreign exchange gains

   46    122  

Other, net

   (47  (2  (55  (39   (16  (55
  

 

  

 

  

 

  

 

   

 

  

 

 

Total other income (expense), net

   (14  25    671    120  

Total other income, net

   174    334  
  

 

  

 

  

 

  

 

   

 

  

 

 

Income before income taxes

   15,587    13,536    45,342    38,476     31,722    12,932  

Income tax expense

   4,851    4,329    14,491    12,354     9,709    4,247  
  

 

  

 

  

 

  

 

   

 

  

 

 

Net income

  $10,736   $9,207   $30,851   $26,122    $22,013   $8,685  
  

 

  

 

  

 

  

 

   

 

  

 

 

Basic earnings per share

  $1.68   $1.47   $4.85   $4.23    $1.72   $0.68  
  

 

  

 

  

 

  

 

   

 

  

 

 

Diluted earnings per share

  $1.67   $1.44   $4.80   $4.15    $1.70   $0.68  
  

 

  

 

  

 

  

 

   

 

  

 

 

Weighted average shares outstanding - Basic

   6,374,083    6,257,336    6,363,126    6,180,576  

Weighted average shares outstanding—Basic

   12,827,918    12,704,538  
  

 

  

 

  

 

  

 

   

 

  

 

 

Weighted average shares outstanding - Diluted

   6,441,224    6,375,156    6,426,185    6,293,804  

Weighted average shares outstanding—Diluted

   12,926,814    12,835,096  
  

 

  

 

  

 

  

 

   

 

  

 

 

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

OYO GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)

 

   Three Months Ended  Nine Months Ended 
   June 30, 2012  June 30, 2011  June 30, 2012  June 30, 2011 

Net income

  $10,736   $9,207   $30,851   $26,122  

Other comprehensive income:

     

Change in unrealized gains (losses) on available-for-sale securities

   (9  (2  6    (2

Foreign currency translation adjustments

   (972  192    (769  876  
  

 

 

  

 

 

  

 

 

  

 

 

 

Comprehensive income

  $9,755   $9,397   $30,088   $26,996  
  

 

 

  

 

 

  

 

 

  

 

 

 
   Three Months Ended 
   December 31, 2012  December 31, 2011 

Net income

  $22,013   $8,685  

Other comprehensive income (loss):

   

Change in unrealized gains on available-for-sale securities (net of tax)

   (6  5  

Foreign currency translation adjustments

   304    (509
  

 

 

  

 

 

 

Other comprehensive income (loss)

   298    (504
  

 

 

  

 

 

 

Total comprehensive income

  $22,311   $8,181  
  

 

 

  

 

 

 

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

OYO GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

 

  Three Months Three Months 
  Ended Ended 
  Nine Months
Ended
June 30, 2012
 Nine Months
Ended
June 30, 2011
   December 31, 2012 December 31, 2011 

Cash flows from operating activities:

      

Net income

  $30,851   $26,122    $22,013   $8,685  

Adjustments to reconcile net income to net cash provided by operating activities:

   

Deferred income tax expense (benefit)

   69    (1,720

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

   

Deferred income tax expense

   458    339  

Depreciation

   7,172    5,130     1,994    1,771  

Amortization

   179    218     60    60  

Accretion of discounts on securities available-for-sale

   119    —    

Stock-based compensation expense

   555    551  

Accretion of discounts on short-term-investments

   87    36  

Stock-based compensation

   250    187  

Bad debt expense

   325    145     269    436  

Inventory obsolescence reserve

   1,395    3,760  

Inventory obsolescence recovery

   (550  (132

Gross profit from the sale of used rental equipment

   (8,174  (9,265   (6,519  (2,165

Gain (loss) on disposal of property, plant and equipment

   3    (17

Realized loss on short-term investments

   1    1  

Loss on disposal of property, plant and equipment

   19    —    

Realized (gain) loss on short-term investments

   (1  1  

Effects of changes in operating assets and liabilities:

      

Trade accounts and notes receivable

   (2,873  1,296     (5,981  (2,210

Inventories

   (1,261  (29,085   (13,704  7,734  

Costs and estimated earnings in excess of billings

   (6,325  —    

Other current assets

   3,540    1,397     (3,823  3,780  

Prepaid income taxes

   (1,231  (3,816

Accounts payable

   567    7,172     154    2,508  

Accrued expenses and other

   2,572    4,979     152    (660

Deferred revenue

   4,683    (827   2,112    341  

Income taxes payable

   2,461    2,938     8,454    3,184  

Prepaid income taxes

   (2,165  (980
  

 

  

 

   

 

  

 

 

Net cash provided by operating activities

   40,019    11,815  

Net cash provided by (used in) operating activities

   (2,112  20,079  
  

 

  

 

   

 

  

 

 

Cash flows from investing activities:

      

Purchase of property, plant and equipment

   (3,049  (3,525   (6,494  (792

Proceeds from sale of property, plant and equipment

   14    1  

Investment in rental equipment

   (24,593  (13,264   (11,419  (16,437

Proceeds from sale of used rental equipment

   17,560    16,691     12,408    3,577  

Purchase of short-term investments

   (15,336  (1,940

Proceeds from sale of short-term investments

   1,580    —    

Purchases of short-term investments

   (702  (675

Proceeds from the sale of short-term investments

   900    625  
  

 

  

 

   

 

  

 

 

Net cash used in investing activities

   (23,824  (2,037   (5,307  (13,702
  

 

  

 

   

 

  

 

 

Cash flows from financing activities:

      

Principal payments on mortgage loans

   —      (7,700

Excess tax benefit from share-based compensation

   493    2,034  

Excess tax benefit from stock-based compensation

   1,092    (3

Proceeds from exercise of stock options and other

   636    1,687     461    79  
  

 

  

 

   

 

  

 

 

Net cash provided by (used in) financing activities

   1,129    (3,979

Net cash provided by financing activities

   1,553    76  
  

 

  

 

   

 

  

 

 

Effect of exchange rate changes on cash

   (6  (9   —      1  
  

 

  

 

   

 

  

 

 

Increase in cash and cash equivalents

   17,318    5,790  

Increase (decrease) in cash and cash equivalents

   (5,866  6,454  

Cash and cash equivalents, beginning of period

   31,388    33,453     50,752    31,388  
  

 

  

 

   

 

  

 

 

Cash and cash equivalents, end of period

  $48,706   $39,243    $44,886   $37,842  
  

 

  

 

   

 

  

 

 

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

OYO GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

1. Significant Accounting Policies

Basis of Presentation

The consolidated balance sheet of OYO Geospace Technologies Corporation and its subsidiaries (the “Company”) at September 30, 20112012 was derived from the Company’s audited consolidated financial statements at that date. The consolidated balance sheet at June 30,December 31, 2012 and the consolidated statements of operations and statements of comprehensive income for the three and nine months ended June 30,December 31, 2012 and 2011, and the consolidated statements of cash flows for the ninethree months ended June 30,December 31, 2012 and 2011 were prepared by the Company without audit. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary to present fairly the consolidated financial position, results of operations and cash flows were made. The results of operations for the three and nine months ended June 30,December 31, 2012 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, 2011.2012.

Reclassifications

Certain amounts previously presented in the consolidated financial statements may have been reclassified to conform to the current year presentation. Effective October 1, 2012, the Company reports and categorizes its sales and products into two segments: Seismic and Non-Seismic. Prior year amounts have been reclassified to conform to the new presentation of the Company’s business segments. Such reclassifications had no effect on net income, stockholders’ equity or cash flows.

Use of Estimates

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. The Company considers 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. The Company continually evaluates its estimates, including those related to bad debt reserves, inventory obsolescence reserves, percentage-of-completion revenue recognition, self-insurance reserves, product warranty reserves, long-lived assets, intangible assets and deferred income tax assets. The Company bases its 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.

Cash and Cash Equivalents

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

Short-term Investments

The Company classifies its short-term investments consisting of corporate bonds, government bonds and other such similar investments as available-for-sale securities. Available-for-sale securities are carried at fair market value with net unrealized holding gains and losses reported each period as a component of comprehensive income in stockholders’ equity. The Company’s short-term investments have contractual maturities ranging from August 2012January 2013 to November 2014.May 2015. See note 2 for additional information.

OYO GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

 

Inventories

The Company records a write-down of its inventories 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 or market value. Cost is determined on the first-in, first-out method, except that the Company’s subsidiary in the Russian Federation uses an average cost method to value its inventories.

Revenue Recognition – Products and Services

The Company primarily derives revenue from the sale andof its manufactured products, including revenues derived from the sale of its manufactured rental equipment. In addition, the Company generates revenue from the short-term rental under operating leases of seismic instrumentsits manufactured products. Except for revenues recognized using the percentage-of-completion method discussed below, the Company recognizes revenue from product sales, including the sale of used rental equipment, when (i) title passes to the customer, (ii) the customer assumes risks and equipmentrewards of ownership, (iii) the product sales price has been determined, (iv) collectability of the sales price is reasonably assured, and thermal solutions products. The Company generally recognizes sales revenues when its(v) product delivery occurs as directed by the customer. Except for certain of the Company’s reservoir characterization products, the Company’s products are shippedgenerally sold without any customer acceptance provisions and title and riskthe Company’s standard terms of loss have passedsale do not allow customers to the customer.return products for credit. 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 six months or longer. Except for certainRevenues from engineering services are recognized as services are rendered over the duration of the Company’s reservoir characterization products, its productsa project, or as billed on a per hour basis. Field service revenues are recognized when services are rendered and 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 requirespriced on 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.per day rate.

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 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 considers 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 writing from the customer,

Whether the customer requested that the transaction be on arecords bill and hold basis and the Company received that request in writing,

Whether the customer has a substantial business purpose for ordering the goods on aarrangements consistent with guidance around bill and hold basis,arrangements. As of December 31, 2012 and 2011, the Company had no sales under bill and hold arrangements.

Revenue Recognition – Percentage of Completion

The Company utilizes the percentage-of-completion method (the “POC Method”) to recognize revenues and costs on contracts having the following characteristics:

the order/contract requires significant custom designs for customer specific applications;

the product design requires significant engineering efforts;

the order/contract requires the customer to make progress payments during the contract term, and;

the order/contract requires at least 90-days of engineering and manufacturing effort.

The POC Method requires the Company’s senior management to make estimates, at least quarterly, of the (i) total costs of the contract, (ii) manufacturing progress against the contract and (iii) the estimated cost to complete the contract. These estimates impact the amount of revenue and gross profit the Company recognizes for each reporting period. Significant estimates that may affect the future cost to complete a contract include the cost and availability of raw materials and component parts, engineering services, manufacturing equipment, labor, manufacturing capacity, factory productivity, contract penalties and disputes, product warranties and other contingent factors. The cumulative impact of periodic revisions to the future cost to complete a contract will be reflected in the period in which these changes become known, including, to the extent required, the recognition of losses at the time such losses are known and estimable. Due to the various estimates inherent in the POC Method, actual final results at the conclusion of a contract could differ from management’s previous estimates.

The Company analyzes a variety of indicators to determine manufacturing progress, including (i) actual costs incurred to date compared to total estimated costs, (ii) actual quantities produced to date compared to total contract quantities, and (iii) actual labor hours incurred to date compared to total estimated labor hours.

OYO GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

 

Whether there isCost of sales includes direct contract costs, such as materials and labor, and indirect costs that are attributable to a fixed schedule for deliverycontract’s production activity. The timing of the product,

Whetherwhen the Company has any specific performance obligations such thatinvoices its customer is dependent upon the earning processcompletion of certain production milestones as defined in the contract. Cumulative contract costs and estimated earnings to date in excess of cumulative billings are reported as a current asset on the consolidated balance sheet as “costs and estimated earnings in excess of billings.” Cumulative billings in excess of cumulative costs and estimated earnings are reported as a current liability on the consolidated balance sheet as “billings in excess of costs and estimated earnings.” Any uncollected billed revenue, including contract retentions, is not complete,

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

Whether the equipment is complete and ready for shipment.

The Company does not modify its normal billing and credit terms for these types of sales. As of June 30, 2012 and 2011, there were zero and $0.3 million, respectively, of sales under bill and hold arrangements.included in trade accounts receivable, net.

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

Most of the Company’s products do not require installation assistance or sophisticated instructions. 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, 2011)

  $2,123  

Balance at October 1, 2012

  $ 2,308  

Accruals for warranties issued during the period

   1,225     102  

Settlements made (in cash or in kind) during the period

   (1,069   (171
  

 

   

 

 

Balance at the end of the period (June 30, 2012)

  $2,279  

Balance at December 31, 2012

  $2,239  
  

 

   

 

 

Subsequent Events2. Short-term Investments

The Company evaluates events and transactions that occur afterCompany’s short-term investments consisted of the balance sheet date but before the financial statements are issued. The Company evaluated such events and transactions through the date the financial statements were filed electronically with the Securities and Exchange Commission.following:

   As of December 31, 2012 (in thousands) 
   Amortized   Unrealized   Unrealized   Estimated 
   Cost   Gains   Losses   Fair Value 

Short-term investments:

        

Corporate

  $10,980    $10    $ —      $10,990  

Government

   8,676     26     —       8,702  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $19,656    $36    $—      $19,692  
  

 

 

   

 

 

   

 

 

   

 

 

 

OYO GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

   As of September 30, 2012 (in thousands) 
   Amortized
Cost
   Unrealized
Gains
   Unrealized
Losses
   Estimated
Fair Value
 

Short-term investments:

        

Corporate

  $11,072    $37    $—      $11,109  

Government

   8,842     9     —       8,851  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $19,914    $46    $—      $19,960  
  

 

 

   

 

 

   

 

 

   

 

 

 

Accumulated other comprehensive income (loss) on the consolidated balance sheets at December 31, 2012 and September 30, 2012 includes unrealized gains (net of tax) of $24,000 and $30,000, respectively.

3. Derivative Financial Instruments

Periodically the Company enters into foreign currency hedge arrangements. At December 31, 2012, the Company’s Canadian subsidiary had $34.4 million of U.S. dollar denominated intercompany accounts payable owed to the Company’s U.S. subsidiaries. In order to mitigate its exposure to movements in foreign currency rates between the U.S. dollar and Canadian dollar, during its first quarter ended December 31, 2012, the Company entered into an $18.0 million foreign currency forward contract to hedge a portion of the Canadian subsidiary’s U.S. dollar denominated debt. This contract reduces the impact on cash flows from movements in the Canadian dollar/U.S. dollar currency exchange rate. At December 31, 2012, the Company had accrued unrealized foreign exchange losses of $0.2 million under this contract.

The following table summarizes the gross fair value of all derivative instruments, which are not designated as hedging instruments and their location in the consolidated balance sheets (in thousands):

Derivative Instrument

 Location  December 31, 2012  September 30, 2012 

Foreign Currency Exchange Contracts

  Accrued Expenses    150    215  
  

 

 

  

 

 

 
  $150   $215  
  

 

 

  

 

 

 

The following table summarizes the impact of the Company’s derivatives on the consolidated statements of operations for the three month periods ended December 31, 2012 and 2011 (in thousands ):

   

Location of (Loss)

Gain on Derivative

 Three Months Ended 

Derivative Instrument

 Instrument December 31, 2012  December 31, 2011 

Foreign Currency Exchange Contracts

 Other Income (Expense)  213      
  

 

 

  

 

 

 
  $213   $  
  

 

 

  

 

 

 

GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

 

2. Short-term Investments

   As of June 30, 2012 (in thousands) 
   Amortized
Cost
   Unrealized
Gains
   Unrealized
Losses
  Estimated
Fair Value
 

Short-term investments:

       

Corporate

  $10,586    $—      $(12 $10,574  

Government

   8,353     3     —      8,356  
  

 

 

   

 

 

   

 

 

  

 

 

 

Total

  $18,939    $3    $(12 $18,930  
  

 

 

   

 

 

   

 

 

  

 

 

 

Accumulated other comprehensive income reflected on the balance sheet at June 30, 2012 includes unrealized losses (net of tax) of $6,000.

3.4. Fair Value of Financial Instruments

At June 30,December 31, 2012, the Company’s financial instruments included cash and cash equivalents, short-term investments, foreign currency forward contract, trade and notes receivables, other current assets, accounts payable and other current liabilities. Due to the short-term maturities of cash and cash equivalents, trade and other receivables, other current assets, accounts payable and other current liabilities, the carrying amounts approximate fair value on the respective balance sheet dates.

The Company measures its short-term investments and derivative instruments at fair value on a recurring basis. The fair value measurement of the Company’s short-term investments and derivative instruments was determined using the following inputs:

 

   As of June 30, 2012 (in thousands) 
   Total  Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   Significant
Other
Observable
(Level 2)
  Significant
Unobservable
(Level 3)
 

Short-term investments:

      

Corporate bonds

  $10,574   $10,574    $—     $—    

Government bonds

   8,356    8,356     —      —    

Foreign currency forward contract

   (137  —       (137  —    
  

 

 

  

 

 

   

 

 

  

 

 

 

Total

  $18,793   $18,930    $(137 $—    
  

 

 

  

 

 

   

 

 

  

 

 

 

Investments in corporate and government bonds classified as available-for-sale are measured using the quoted market prices (Level 1) as of June 30, 2012.

OYO GEOSPACE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

   As of December 31, 2012 (in thousands) 
   Total  Quoted Prices in
Active  Markets for
Identical Assets
(Level 1)
   Significant
Other
Observable
(Level 2)
  Significant
Unobservable
(Level 3)
 

Short-term investments:

      

Corporate bonds

  $10,990   $10,990    $—     $—    

Government bonds

   8,702    8,702     —      —    

Foreign currency forward contract

   (101  —       (101  —    
  

 

 

  

 

 

   

 

 

  

 

 

 

Total

  $19,591   $19,692    $(101 $—    
  

 

 

  

 

 

   

 

 

  

 

 

 

 

   As of September 30, 2012 (in thousands) 
   Total  Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   Significant
Other
Observable
(Level 2)
  Significant
Unobservable
(Level 3)
 

Short-term investments:

      

Corporate bonds

  $11,109   $11,109    $—     $—    

Government bonds

   8,851    8,851     —      —    

Foreign currency forward contract

   (215  —       (215  —    
  

 

 

  

 

 

   

 

 

  

 

 

 

Total

  $19,745   $19,960    $(215 $—    
  

 

 

  

 

 

   

 

 

  

 

 

 

4. Derivative Financial Instruments

Periodically the Company enters into foreign currency hedge arrangements. At June 30, 2012, theThe Company’s Canadian subsidiary had $14.3 million of U.S. dollar denominated intercompany accounts payable owed to the Company’s U.S. subsidiaries. In order to mitigate its exposure to movements in foreign currency rates between the U.S. dollar and Canadian dollar, the Company entered into a $14.0 million foreign currency forward contract to hedge a portion of the Canadian subsidiary’s U.S. dollar denominated debt. This contract reduces the impact on cash flows from movements in the Canadian dollar/U.S. dollar currency exchange rate. The Company entered into this contract during its third fiscal quarter ended June 30, 2012. At Juneat December 31, 2012 and September 30, 2012 the Company had accrued unrealized foreign exchange losses of $0.1 million under this contract.

The following table summarizes the gross fair value of all derivative instruments, which are not designatedis recorded as hedging instruments and their location in the Consolidated Balance Sheets:

(In thousands) 

Liability Derivatives

 

Derivative Instrument

  Location  June 30,
2012
   September 30,
2011
 

Foreign Currency Exchange Contracts

  Accrued Expenses   137    —    
    

 

 

   

 

 

 
    $137   $—    
    

 

 

   

 

 

 

The following table summarizes the impact of the Company’s derivativesa current liability on the condensed consolidated financial statementsbalance sheets as a component of operations for the threeaccrued expenses and six month periods ended June 30, 2012 and 2011:other current liabilities.

    

Location of (Loss)

Gain on Derivative

Instrument

  Amount of (Loss) Gain Recognized in Income
(In thousands)
 

Derivative Instrument

    Three Months Ended
June 30,
   Nine Months Ended
June 30,
 
    2012   2011   2012   2011 

Foreign Currency Exchange Contracts

  Other Income (Expense)  $285    $—      $137    $—    
    

 

 

   

 

 

   

 

 

   

 

 

 

OYO GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

 

5. Earnings Per Common ShareAccumulated Other Comprehensive Income (Loss):

The following table summarizes the calculation of net earnings and weighted average common shares and common equivalent shares outstanding for purposesAccumulated other comprehensive income (loss) consisted of the computation of earnings per sharefollowing (in thousands, except share and per share data)thousands):

 

   Three Months Ended   Nine Months Ended 
   June 30, 2012   June 30, 2011   June 30, 2012   June 30, 2011 

Net earnings available to common stockholders

  $10,736    $9,207    $30,851    $26,122  
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average number of common share equivalents:

        

Common shares used in basic earnings per share

   6,374,083     6,257,336     6,363,126     6,180,576  

Common share equivalents outstanding related to stock options

   67,141     117,820     63,059     113,228  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total weighted average common shares and common share equivalents used in diluted earnings per share

   6,441,224     6,375,156     6,426,185     6,293,804  
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic earnings per common share

  $1.68    $1.47    $4.85    $4.23  
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted earnings per common share

  $1.67    $1.44    $4.80    $4.15  
  

 

 

   

 

 

   

 

 

   

 

 

 

There were no stock options excluded from the computation of weighted average shares outstanding due to antidilution.

   December 31, 2012   September 30, 2012 

Change in unrealized gains (losses) on available-for-sale securities (net of tax)

  $24    $30  

Foreign currency translation adjustments

   49     (255
  

 

 

   

 

 

 
  $73    $(225
  

 

 

   

 

 

 

6. TradeInventories

Inventories consist of the following (in thousands):

   December 31, 2012  September 30, 2012 

Finished goods

  $27,009   $32,845  

Work-in-process

   24,487    19,585  

Raw materials

   54,567    40,788  

Obsolescence reserve

   (8,747  (9,324
  

 

 

  

 

 

 
  $97,316   $83,894  
  

 

 

  

 

 

 

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, 2012 and 2011, the Company made non-cash transfers of $1.0 million and $0.1 million, respectively, of inventories to its rental equipment fleet.

7. Accounts and Notes Receivable

Current trade accounts are reflected in the following table (in thousands):

 

  June 30, 2012 September 30, 2011   December 31, 2012 September 30, 2012 

Trade accounts receivable

  $24,994   $20,172    $23,261   $16,509  

Allowance for doubtful accounts

   (668  (411   (585  (280
  

 

  

 

   

 

  

 

 
  $24,326   $19,761    $22,676   $16,229  
  

 

  

 

   

 

  

 

 

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.

OYO GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

 

The Company provides long-term financing in the form of promissory notes when competitive conditions require such financing. Notes receivable bear interest and are generally collateralized by the products sold.

Notes receivable are reflected in the following table (in thousands):

 

   June 30, 2012   September 30, 2011 

Notes receivable

  $3,784    $5,806  

Allowance for doubtful notes

   —       —    
  

 

 

   

 

 

 
   3,784     5,806  

Less current portion

   1,588     2,100  
  

 

 

   

 

 

 
  $2,196    $3,706  
  

 

 

   

 

 

 

   December 31, 2012   September 30, 2012 

Notes receivable

  $4,770    $5,493  

Allowance for doubtful notes

   —       —    
  

 

 

   

 

 

 
   4,770     5,493  

Less current portion

   3,534     3,806  
  

 

 

   

 

 

 
  $1,236    $1,687  
  

 

 

   

 

 

 

7. Inventories8. Earnings Per Common Share

Inventories consistIn October 2012, the Company implemented a 2-for-1 split of its common stock effected in the legal form of a stock dividend. All share and per-share disclosures for periods prior to October 2012 have been adjusted to give effect to the stock split.

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

 

   June 30, 2012  September 30, 2011 

Finished goods

  $22,381   $20,430  

Work-in-process

   13,306    14,255�� 

Raw materials

   45,736    47,257  

Obsolescence reserve

   (10,787  (9,552
  

 

 

  

 

 

 
  $70,636   $72,390  
  

 

 

  

 

 

 
   Three Months Ended 
   December 31, 2012   December 31, 2011 

Net earnings available to common stockholders

  $22,013    $8,685  
  

 

 

   

 

 

 

Weighted average number of common share equivalents:

    

Common shares used in basic earnings per share

   12,827,918     12,704,538  

Common share equivalents outstanding related to stock options

   98,896     130,558  
  

 

 

   

 

 

 

Total weighted average common shares and common share equivalents used in diluted earnings per share

   12,926,814     12,835,096  
  

 

 

   

 

 

 

Basic earnings per common share

  $1.72    $0.68  
  

 

 

   

 

 

 

Diluted earnings per common share

  $1.70    $0.68  
  

 

 

   

 

 

 

The Company’s reserve for slow moving and obsolete inventories is analyzed and adjusted periodicallyThere were no stock options excluded from the computation of weighted average shares outstanding due to reflect the Company’s best estimate of the net realizable value of such inventories.

During the nine months ended June 30, 2012 and 2011, the Company made non-cash transfers of $0.9 million and $0.2 million, respectively, of inventories to its rental equipment fleet.

8. Segment Information

The Company evaluates financial performance based on two business segments: Seismic and Thermal Solutions. The Seismic product lines currently consist of data acquisition systems, 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, 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.antidilution.

OYO GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

 

9. Segment Information

Effective October 1, 2012, the Company reports and categorizes its sales and products into two business segments: Seismic and Non-Seismic. Prior to October 1, 2012, the Company reported its business segments as Seismic and Thermal Solutions. Effective October 1, 2012, the Seismic product lines include land and marine wireless data acquisition systems, seabed reservoir characterization products and services, geophones and hydrophones, leader wire, geophone string and acquisition system connectors, telemetry cables, marine streamer retrieval and steering devices and various other products. The Non-Seismic product lines include thermal imaging products and industrial products. The Company frequently has a minor amount of Seismic product sales to its Non-Seismic customers.

The following table summarizes the Company’s segment information (in thousands):

 

  Three Months Ended Nine Months Ended   Three Months Ended 
  June 30, 2012 June 30, 2011 June 30, 2012 June 30, 2011   December 31, 2012 December 31, 2011 

Net sales:

        

Seismic

  $51,708   $42,769   $144,576   $129,396    $72,084   $37,292  

Thermal solutions

   3,293    3,396    9,538    10,172  

Non-Seismic

   5,467    5,788  

Corporate

   200    203    601    597     200    201  
  

 

  

 

  

 

  

 

   

 

  

 

 

Total

  $55,201   $46,368   $154,715   $140,165    $77,751   $43,281  
  

 

  

 

  

 

  

 

   

 

  

 

 

Income (loss) from operations:

        

Seismic

  $17,713   $15,772   $51,262   $45,497    $33,961   $13,961  

Thermal solutions

   273    (287  720    (196

Non-Seismic

   465    993  

Corporate

   (2,385  (1,974  (7,311  (6,945   (2,878  (2,356
  

 

  

 

  

 

  

 

   

 

  

 

 

Total

  $15,601   $13,511   $44,671   $38,356    $31,548   $12,598  
  

 

  

 

  

 

  

 

   

 

  

 

 

9.10. Credit Agreement

On March 2, 2011, the Company entered into a new credit agreement (as amended, the “Credit Agreement”) with a bank. Under the Credit Agreement, the Company can borrow up to $25.0 million principally secured by its accounts receivable, inventories and equipment. In addition, certain domestic subsidiaries of the Company have guaranteed the obligations of the Company under the Credit Agreement and such subsidiaries have secured the obligations by the pledge of certain of the assets of such subsidiaries. The Credit Agreement expires on March 2, 2014. The Credit Agreement limits the incurrence of additional indebtedness, requires the maintenance of certain financial ratios, restricts the Company and its subsidiaries’ ability to pay dividends and contains other covenants customary in agreements of this type. The interest rate for borrowings under the Credit Agreement is a LIBOR based rate with a margin spread of 250 to 350 basis points depending upon the maintenance of certain ratios. At June 30,December 31, 2012, the Company was in compliance with all covenants. At June 30,December 31, 2012, there were no borrowings outstanding, under the Credit Agreement. Therethere were no standby letters of credit outstanding, inand available borrowings under the amount of $0.2 million and additional borrowings available of $24.8Credit Agreement were $25.0 million. On April 24, 2012, the Company amended the Credit Agreement, effective as of March 31, 2012, to remove investments in rental equipment from the calculation of capital expenditures as applied in determining the satisfaction of ourthe Company’s cash flow coverage ratio covenant under the Credit Agreement.

10.GEOSPACE TECHNOLOGIES CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

11. Income Taxes

The United States statutory tax rate for the three and nine months ended June 30,December 31, 2012 and 2011 was 35%. The Company’s effective tax rates for the three months ended June 30,December 31, 2012 and 2011 were 31.1%30.6% and 32.0%, respectively. The Company’s effective tax rates for the nine months ended June 30, 2012 and 2011 were 32.0% and 32.1%32.8%, respectively. Compared to the United States statutory rate of 35%, the Company’s lower effective tax rates for each of the periods ended June 30,December 31, 2012 and 2011 primarily resulted from a manufacturers’/producers’ deduction available to U.S. manufacturers. TheIn December 2012 the United States Congress has notannounced that it extended the research and experimentation tax credit to periods beyond calendar year 2011.from January 1, 2012 through December 31, 2013. When the research and experimentation tax credit expired on December 31, 2011, the Company did not recognize any associated tax credits for the period January 1, 2012 through September 30, 2012. As a result of this recent announcement by the Company cannot recognize such tax credits beyondUnited States Congress, during the first fiscal quarterthree months ended December 31, 2011.2012, the Company recognized $0.3 million of additional research and experimentation tax credits which were earned by the Company in its fiscal year ended September 30, 2012. Excluding the impact of these prior period tax credits, the Company’s effective tax rate for the three months ended December 31, 2012 was 31.6%.

From time to time the Company is the subject of audits by various tax authorities that can result in claims and assessments and additional tax payments, penalties and interest. The United States Internal Revenue Service (“IRS”) is in the process of conducting an audit of the Company’s United States Federal income tax returns for fiscal years 2009, 2008 and 2007.year 2009. Management believes that the outcome of such audit will not have a material effect on the Company’s financial position, results of operations or cash flows.

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

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

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

This Quarterly Report on Form 10-Q and the documents incorporated by reference herein, if any, contain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can be identified by terminology such as “may”, “will”, “should”, “intend”, “expect”, “plan”, “budget”, “forecast”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue”, “evaluating” or similar words. Statements that contain these words should be read carefully because they discuss our future expectations, contain projections of our future results of operations or of our financial position or state other forward-looking information. These forward-looking statements reflect our best judgment about future events and trends based on the information currently available to us. However, there will likely be events in the future that we are not able to predict or control. The factors listed under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2011,2012, 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. We assume no obligation to revise or update any forward-looking statement for any reason, except as required by law.

Business Overview

OYO Geospace Technologies Corporation is a Delaware corporation incorporated on September 27, 1994. Unless otherwise specified, the discussion in this Quarterly Report on Form 10-Q refers to OYO Geospace Technologies 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. There was substantial volatility in oil and natural gas prices during fiscal years 2008 and 2009, and while crude oil prices strengthened during most of fiscal years 2010 and 2011, natural gas prices in North America have declined significantly in recent months. For more information, 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, 2011.2012.

We have engaged 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 non-seismic equipment including 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.industrial products. We report and evaluate financial information for each of thesecategorize our customers and products into two different segments: Seismic and Thermal Solutions.Non-Seismic.

Products and Product Development

Seismic Products

TheOur seismic business 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. Our seismic product lines currently consist of land and marine nodal data acquisition systems, seabed reservoir characterization products and services, geophones and hydrophones, leader wire, geophone string and acquisition system connectors, telemetry cables, marine streamer retrieval and steering devices and various other products. Many of our seismic products are compatible with most major competitive seismic data acquisition systems currently in use. We believe that our seismic products are among the most technologically advanced instruments and equipment available for seismic data acquisition.

Traditional Seismic Exploration Products

A seismic energy source and a seismic data recording system are combined to acquire seismic data. We provide many of the components of seismic data recording systems, including geophones, hydrophones, multi-component sensors, seismic leader wire, geophone strings, connectors, seismic telemetry cables and other seismic related products. On land, our customers use 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. 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 products used in marine seismic data acquisition include our patented marine seismic streamer retrieval devices (“SRDs”). Occasionally, streamer cables are severed and become disconnected from the vessel as a result of obstacles, inclement weather, vessel traffic or human error. Our SRDs, which are attached to the streamer cables, contain air bags which are designed to inflate automatically at a given depth, bringing the severed streamer cables to the surface. These SRDs save the seismic contractors significant time and money compared to the alternative of losing the streamer cable. We also produce seismic streamer steering devices, or “birds,” which are finlike devices that attach to the streamer cable. These birds help maintain the streamer cable at a certain desired depth as it is being towed through the water.

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 ourthis Annual Report on Form 10-K for the fiscal year ended September 30, 2011.10-K.

Wireless Seismic Exploration Products

During fiscal year 2008, we announced the development of a land-based wireless (or nodal) seismic data acquisition system. Each wireless station operates independently and therefore can be deployed in virtually unlimited channel configurations. Rather than utilizing interconnecting cables as required by most traditional land data acquisition systems, each wireless station operates as an independent data collection system. As a result, our wireless system requires less maintenance, which we believe allows our customers to operate more effectively and efficiently because of its reduced environmental impact, lower weight and ease of operation. Our wireless system is designed into configurations ranging from one to four channels per station. Since its introduction and through JuneSeptember 30, 2012, we sold approximately 144,000205,000 wireless channels and had approximately 52,00065,000 wireless channels available for rent. We may increaseWith the recent opening of a branch office in Bogotá, Colombia and increasing demand for wireless rental equipment elsewhere in the world, we expect further increases in the size of our wireless product rental fleet further pending additional demand by our customers.during fiscal year 2013.

In October 2009, we introduced a marine-based wireless seismic data acquisition system. Similar to our land wireless system, the marine wireless system can be deployed in virtually unlimited channel configurations and does not require interconnecting cables between each station. Our deepwater versions of this marine wireless system can be deployed in depths of up to 3,000 meters.

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.

Our high-definition reservoir characterization products include the HDSeis™ product line and a suite of borehole and reservoir characterization products and services. Our HDSeis™ System is a high-definition seismic data acquisition system with flexible architecture that allows it to be configured as a borehole seismic system or as a subsurface system for both land and marine reservoir-monitoring projects. The scalable architecture of the HDSeis™ System enables custom designed system configuration for applications ranging from low-channel engineering and environmental-scale surveys requiring a minimum number of recording channels to high-channel surveys required to efficiently conduct permanent reservoir imaging and monitoring. Modular architecture allows virtually unlimited channel expansion. In addition, multi-system synchronization features make the HDSeis™ System well suited for multi-well or multi-site acquisition, simultaneous surface and downhole acquisition and continuous reservoir monitoring projects.

Reservoir characterization requires special purpose or custom designed systems in which portability becomes less critical and functional reliability assumes greater importance. This reliability factor helps assure successful operations in inaccessible locations over a considerable period of time. Additionally, reservoirs located in deepwater or harsh environments require special instrumentation and new techniques to maximize recovery. Reservoir characterization also requires high-bandwidth, high-resolution seismic data for engineering project planning and reservoir management. We believe our HDSeis™ System and tools, designed for cost-effective deployment and lifetime performance, will make borehole and seabed seismic acquisition a cost-effective and reliable process for the challenges of reservoir characterization and monitoring. Our multi-component seismic product developments include an omni-directional geophone for use in reservoir monitoring, a compact marine three-component or four-component gimbaled sensor and special-purpose connectors, connector arrays and cases.

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.

IndustrialNon-Seismic Products

Our products continue to develop and expand beyond oil and gas exploration applications through the utilization ofnon-seismic businesses leverage upon our existing manufacturing facilities and engineering experience and manufacturing capabilities. In addition,We have found that many of our seismic products, with little or no modification, have direct application to industries beyond those involved in oil and gas exploration.exploration and development. For example, our customers utilize our borehole tools to monitor subsurface carbon dioxide injections and for mine safety applications. Customers also utilize our wireless acquisition systems and geophone sensors to record seismic data for geotechnical applications unrelated to oil and gas exploration.

We design and manufactureOur non-seismic products include thermal imaging products targeted at the commercial graphics industry as well as various industrial products. Our industrial products include (i) sensors for the vibration monitoring security and earthquake detection, markets. We also design and manufacture other specialty cable and connector products, such as those used in connection with global positioning products and water meter applications.

In addition, we design and manufacture(ii) cables for 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 specializedindustries, and (iii) water meter 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.

Thermal Solutions 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 ribbons and other thermal media. Our thermal imaging solutions produce images ranging in size from 12 to 54 inches widespecialty cable 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 theseconnector products.

We also distribute private label high-quality dry thermal media for use in our thermal printers and direct-to-screen systems. In addition, we are continuously engaged in efforts to develop new lines of dry thermal film and ribbon in order to improve the image quality of our media for use with our printheads. 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 and media improvements.

Consolidated Results of Operations

We report and evaluate financial information for two segments: Seismic and Thermal Solutions.Non-Seismic. Certain items have been reclassified to conform to the new segment reporting. Summary financial data by business segment follows (in thousands):

 

  Three Months Ended Nine Months Ended   Three Months Ended 
  June 30, 2012 June 30, 2011 June 30, 2012 June 30, 2011   December 31, 2012 December 31, 2011 

Seismic

        

Traditional exploration product revenues

  $17,161   $16,146   $53,394   $54,257    $14,004   $14,002  

Wireless exploration product revenues

   28,899    20,530    68,244    54,355     46,918    17,875  

Reservoir product revenues

   1,859    3,203    12,289    13,550     11,162    5,415  

Industrial product sales

   3,789    2,890    10,649    7,234  
  

 

  

 

  

 

  

 

   

 

  

 

 

Total seismic sales

   51,708    42,769    144,576    129,396     72,084    37,292  

Operating income

   17,713    15,772    51,262    45,482     33,961    13,961  

Thermal Solutions

     

Non-Seismic

   

Net sales

   3,293    3,396    9,538    10,172     5,467    5,788  

Operating income (loss)

   273    (287  720    (196

Operating income

   465    993  

Corporate

        

Net sales

   200    203    601    597     200    201  

Operating loss

   (2,385  (1,974  (7,311  (6,930   (2,878  (2,356

Consolidated Totals

        

Net sales

   55,201    46,368    154,715    140,165     77,751    43,281  

Operating income

   15,601    13,511    44,671    38,356     31,548    12,598  

Overview

Three months and nine months ended June 30,December 31, 2012 compared to three months and nine months ended June 30,December 31, 2011

Consolidated sales for the three months ended June 30,December 31, 2012 increased by $8.8$34.5 million, or 19.0%, from the corresponding period of the prior fiscal year. Consolidated sales for the nine months ended June 30, 2012 increased by $14.6 million, or 10.4%79.6%, from the corresponding period of the prior fiscal year. This increase reflects greater demand for sales and rentals forof our seismic products.

Consolidated gross profit for the three months ended June 30,December 31, 2012 increased by $2.4$19.9 million, or 11.7%, from the corresponding period of the prior fiscal year. Consolidated gross profit for the nine months ended June 30, 2012 increased by $7.3 million, or 12.0%96.4%, from the corresponding period of the prior fiscal year. This increase in gross profit resulted from increased consolidated sales. Gross profit margins for the three months ended June 30, 2012 were 41.6% compared to 44.3% for the corresponding period of the prior year. Gross profit margins for the nine months ended June 30, 2012 were 44.4% compared to 43.8% for the corresponding period of the prior year. The lower gross profit margins for the three months ended June 30, 2012 resulted from (i) a reduction in seismic reservoir product sales which generally yield higher gross profit margins, and (ii) an increase in sales of certain older components of our seismic rental equipment which yielded lower gross profit margins.products and a favorable product mix.

Consolidated operating expenses for the three months ended June 30,December 31, 2012 increased by $0.3$0.9 million, or 4.4%, from the corresponding period of the prior fiscal year. Consolidated operating expenses for the nine months ended June 30, 2012 increased by $1.0 million, or 4.4%11.6%, from the corresponding period of the prior fiscal year. The increase in operating expenses reflects higher incentive compensation expenses resulting from increased pretax profits,personnel costs and other general increases associated with increased revenue.sales and asset expansion.

Other income (expense) for the three months ended June 30,December 31, 2012 did not change materially from the corresponding period of the prior fiscal year. Other income (expense) for the nine months ended June 30, 2012 increased by $0.6decreased $0.2 million from the corresponding period of the prior fiscal year. The increasedecrease in other income for the nine months ended June 30, 2012 primarily resulted from higher levels of interest incomeexpense and lower foreign exchange gains. These amounts were partially offset by increased interest expense associated with our foreign currency forward contracts.

The United States statutory tax rate for the three and nine months ended June 30,December 31, 2012 and 2011 was 35%. TheOur effective tax rates for the three months ended June 30,December 31, 2012 and 2011 were 31.1%30.6% and 32.0%, respectively. The effective tax rates for the nine months ended June 30, 2012 and 2011 were 32.0% and 32.1%32.8%, respectively. Compared to the United States statutory rate theof 35%, our lower effective tax rates for each of the periods ended June 30,December 31, 2012 and 2011 primarily resulted from a manufacturers’/producers’ deduction available to U.S. manufacturers. TheIn December 2012 the United States Congress has notannounced that it extended the research and experimentation tax credit to periods beyond calendar year 2011.from January 1, 2012 through December 31, 2013. When the research and experimentation tax credit expired on December 31, 2011, we did not recognize any associated tax credits for the period January 1, 2012 through September 30, 2012. As a result we cannot recognize such tax credits beyondof this recent announcement by the first fiscal quarterUnited States

Congress, during the three months ended December 31, 2011.2012, we recognized $0.3 million of additional research and experimentation tax credits which were earned by us in our fiscal year ended September 30, 2012. Excluding the impact of these prior period tax credits, our effective tax rate for the three months ended December 31, 2012 was 31.6%.

Seismic Products

Net Sales

Sales of our seismic products for the three months ended June 30,December 31, 2012 increased by $8.9$34.8 million, or 20.9%, from the corresponding period of the prior fiscal year. Sales of our seismic products for the nine months ended June 30, 2012 increased by $15.2 million, or 11.7%93.3%, from the corresponding period of the prior fiscal year. The components of this increase include the following:

 

  

Traditional Product Sales and Rentals – For the three months ended June 30,December 31, 2012, revenues fromsales of our traditional products increased $1.0 million, or 6.3%, fromremained consistent with the corresponding period of the prior fiscal year. This increase primarily resulted from increased sales and rentals of geophones, and the sale of certain geophone and cable rental equipment. For the nine months ended June 30, 2012, revenues from our traditional products decreased $0.9 million, or 1.6%, from the corresponding period of the prior fiscal year. This decline in revenues resulted from reduced shipments of marine products, and was partially offset by increased sales of geophones and connectors.

 

  

Wireless Product Sales and Rentals– For the three months ended June 30,December 31, 2012, revenues fromsales of our wireless products increased by $8.4$29.0 million, or 40.8%162.5%, from the corresponding period of the prior fiscal year. ForWireless product revenues for the ninethree months ended June 30,December 31, 2012 revenuesconsisted of sales and rentals to both new and existing customers, and included the sale of (i) approximately 28,000 channels of new wireless products and (ii) approximately 19,000 channels of used wireless products from our rental fleet. The sale of used wireless products increased by $13.9 million, or 25.6%, from the corresponding periodour rental fleet resulted in sales proceeds of the prior fiscal year. The increase in revenues$12.4 million. This demand for both periodswireless channel sales resulted from the continued industry acceptance of our wireless systems in lieu of less efficient legacy cable-based systems.

 

  

Reservoir Product Sales, Rentals and Services– For the three months ended June 30,December 31, 2012, revenues from our reservoir products decreased $1.3increased $5.7 million, or 42.0%, from the corresponding period of the prior year. For the nine months ended June 30, 2012, revenues from our reservoir products decreased $1.3 million, or 9.3%106.1%, from the corresponding period of the prior year. Revenues increased primarily from these products, which primarily include our seismic borehole tools, have historically been erratic quarter-to-quarter and are expected to continue this trendthe recognition of approximately $8.7 million of revenue from the Statoil order. Such increase was partially offset by a decline in the future. Recent reductions in North American natural gas prices and the resulting reduction in natural gas exploration and hydraulic fracturing activities could negatively impact future sales and rentals of our seismic borehole tools in the North American market.

Industrial Product Sales– For the three months ended June 30, 2012, sales of our industrial, or non-seismic, products increased $0.9 million, or 31.1%, from the corresponding period of the prior fiscal year. For the nine months ended June 30, 2012, sales of these products increased $3.4 million, or 47.2%, from the corresponding period of the prior fiscal year. This increase was primarily driven by increased shipments of offshore cable, industrial sensor and specialty cable products.tools.

The rate of new customer orders for our seismic products, especially large orders for our wireless marine, borehole and subsea reservoir products, generally occur irregularly thereby making it difficult for us to predict our sales and production levels each quarter. Furthermore, product shipping dates are generally determined by our customers and are not at our discretion. As a result, these factors have caused past sales of our seismic products to be unpredictable, or “lumpy,” and we expect this trend to continue into the future.

Operating Income

Our operating income associated with sales of our seismic products for the three months ended June 30,December 31, 2012 increased by $1.9$20.0 million, or 12.3%, from the corresponding period of the prior fiscal year. Our operating income associated with sales of our seismic products for the nine months ended June 30, 2012 increased by $5.8 million, or 12.7%143.3%, from the corresponding period of the prior fiscal year. The higher level of operating income resulted from increased wireless product sales and rentals of our wireless products.revenue recognition for the Statoil order.

Thermal SolutionsNon-Seismic Products

Net Sales

Sales of our thermal solutionsnon-seismic products for the three months ended June 30,December 31, 2012 decreased by $0.1$0.3 million, or 3.0%, from the corresponding period of the prior fiscal year. Sales of our thermal solutions products for the nine months ended June 30, 2012 decreased by $0.6 million, or 6.2%5.6%, from the corresponding period of the prior fiscal year. This decrease wasis primarily due to decreasedlower sales of industrial sensors and thermal imaging equipment.products to our European customers which appear to have been impacted by the region’s economic crisis. We consider this decrease inexpect the European market for sales of our non-seismic products to be normal due to recurring fluctuations in product sales volume and not associated with any long-term trend.remain challenging for the remainder of fiscal year 2013.

Operating Income

Our operating income associated with sales of our thermal solutionsnon-seismic products for the three months ended June 30,December 31, 2012 increased $0.6decreased $0.5 million, or 195.1%, from the corresponding period of the prior fiscal year. Our operating income associated with sales of our thermal solutions products for the nine months ended June 30, 2012 increased $0.9 million, or 467.4%53.2%, from the corresponding period of the prior fiscal year. The increasedecrease in operating income for both periods resulted from improved gross profitslower sales levels, and lower profit margins due to lower product costs and lower levels of inventory obsolescence expense.a less favorable sales mix.

Incentive Compensation Program

We adopted an incentive compensation program for fiscal year 20122013 whereby most employees will be eligible to begin earning incentive compensation if the Company reaches a five percent pretax return on stockholders’ equity, determined as of September 30, 2011.2012. To be eligible to participate in this 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 eligible employees to participate in the Core Values Program. The incentive compensation program does not apply to the employees of our Russian subsidiary as such employees participate in a locally administered bonus program. Certain non-executive employees are required to achieve specific goals to earn a significant portion of their total incentive compensation award. Any bonus awards earned under this program in fiscal year 20122013 will be paid out to eligible employees after the end of the fiscal year.

Upon reaching the five percent pretax return threshold, an incentive compensation accrual is established equal to 15.316.7 percent of the amount of any consolidated pretax profits above the five percent pretax return threshold. The initial maximum aggregate bonus available under the program for fiscal year 2012 was $4.82013 will be $6.5 million. Under this program, for the ninethree months ended June 30,December 31, 2012 and 2011, we had accrued $4.8$1.9 million and $3.8 million, respectively, of incentive compensation expense.

In May 2011, our board of directors approved a 20 percent increase to the bonus pool if the Company achieves a specified level of pretax income for the fiscal year ending September 30, 2012. The Company achieved 100 percent of the pretax income target during its third quarter ended June 30, 2012, and, as a result, we increased the bonus pool to $5.7 million from $4.8 million during the third quarter ended June 30, 2012.

Liquidity and Capital Resources

At June 30,December 31, 2012, we had approximately $48.7$44.9 million in cash and cash equivalents. For the ninethree months ended June 30,December 31, 2012, we generatedused approximately $40.0$2.1 million of cash from operating activities. Sources of cash generated from our operating activities resulted from net income of $30.9$22.0 million. Additional sources of cash included

net non-cash charges of $9.8$2.6 million from deferred income taxes, depreciation, amortization, accretion, stock-based compensation, inventory obsolescence and bad debts. Other sources of cash and changes in working capital included (i) a $4.7 million increase in deferred revenue due to the collection of advanced payments from our customers, (ii) $3.5 million decrease in the amount of income tax deposits and other current assets, (iii) a $2.6 million increase in accrued expenses and other primarily resulting from the full accrual of incentive compensation under the fiscal year 2012 incentive compensation plan, and (iv) a $2.5an $8.5 million increase in income tax payable resulting from the timing of our income taxes.taxes, and (ii) a $2.1 million increase in deferred revenue primarily due to the collection of an advance payment from Statoil. These sources of cash were offset by (i) an $8.2a $13.7 million increase in inventories due to production relating to the Shell Brasil Petróleo Ltda order, raw material purchases for the Statoil order, and other general inventory increases in anticipation of future product orders, (ii) a $6.3 million increase in costs and estimated earnings in excess of billings related to the Statoil order, (iii) a $6.5 million adjustment to transfer gross profits from rental equipment sales to investing activities since such transactions involve the sale of long-lived assets, (ii)(iv) a $2.9$6.0 million increase in trade accounts and notes receivable primarily resulting from increased sales and the timing of cash collections, (iii) a $2.2(v) $3.8 million increase in income tax deposits and other current assets and (vi) $1.2 million increase in prepaid income taxes related to intercompany sales and (iv) a $1.3 million increase in inventories in anticipation of future product orders.sales.

For the ninethree months ended June 30,December 31, 2012, we used approximately $23.8$5.3 million of cash in investing activities. The primary use of cash in investing activities was $27.6 million for our capital expenditures of $17.9, including $24.6$11.4 million to expand our rental equipment fleet. This use of cash was partially offset by $17.6fleet and $6.5 million for property and equipment, including $4.1 million of proceeds from the sale of used rental equipment.real property acquisitions in Houston and Bogotá. Due to high customer demand for our wireless rental equipment, we estimate that our total capital expenditures in fiscal year 20122013 could be approximately $32$54 million or more. We expect these capital expenditures will be financed from our cash on hand, internal cash flow, rental equipment sales proceeds and/or from borrowings under our Credit Agreement. In addition to these capital transactions, we used $13.8These uses of cash were partially offset by $12.4 million of cash for net purchasesproceeds from the sale of short-term investments.used rental equipment.

For the ninethree months ended June 30,December 31, 2012, we generated approximately $1.1$1.6 million of cash in financing activities. The cash generated resultedactivities resulting from cash proceeds received from the exercise of stock options and the associated tax benefit related to such exercised stock options.

On March 2, 2011, we entered into a new credit agreement (as amended, the “Credit Agreement”) with a bank. Under the Credit Agreement, we can borrow up to $25.0 million principally secured by our accounts receivable, inventories and equipment. In addition, certain of our domestic subsidiaries have guaranteed our obligations under the Credit Agreement and such subsidiaries have secured the obligations by the pledge of certain of the assets of such subsidiaries. The Credit Agreement expires on March 2, 2014. The Credit Agreement limits the incurrence of additional indebtedness, requires the maintenance of certain financial ratios, restricts us and our subsidiaries’ ability to pay cash dividends and contains other covenants customary in agreements of this type. The interest rate for borrowings under the Credit Agreement is a LIBOR based rate with a margin spread of 250 to 350250-350 basis points depending upon the maintenance of certain ratios. At June 30,December 31, 2012, the interest rate was 2.7%. At June 30,December 31, 2012, there were no borrowings outstanding, under the Credit Agreement. There wereno standby letters of credit outstanding, in the amount of $0.2 million and additionalavailable borrowings available of $24.8 million. For more information about the restrictive covenants imposed on us byunder the Credit Agreement pleasewere $25.0 million. Please see “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2011. On April 24, 2012 we amendedfor more information about the Credit Agreement, effective as of June 30, 2012, to remove investments in rental equipment from the calculation of capital expenditures as applied in determining the satisfaction of our cash flow coverage ratio covenant underrestrictive covenants imposed on us by the Credit Agreement.

Critical Accounting Policies

The preparation of financial statementsCritical Accounting Policies are included in conformity with accounting principles generally acceptedFinancial Note 1, “Significant Accounting Policies,” in the United States requires the useFinancial Notes in Item 1 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 preparationPart I of this Quarterly Report on Form 10-Q.

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, including the impact from the current economic conditions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different conditions or assumptions.

Our normal credit terms for trade receivables are 30 days. In certain situations, credit terms for trade receivables may be extended to 60 days or longer and such receivables generally do not require collateral. Additionally, we provide long-term financing in the form of promissory notes when competitive conditions require such financing and, in such cases, we may require collateral. We perform ongoing credit evaluations of our customers’ accounts and notes receivable and allowances are recognized for potential credit losses.

Our long-lived assets are reviewed for impairment whenever an event or change in circumstances indicates the carrying amount of an asset or group of assets may not be recoverable. The impairment review, if necessary, includes a comparison of expected future cash flows (undiscounted and without interest charges) to be generated by an asset group with the associated carrying value of the related assets. If the carrying value of the asset group exceeds the expected future cash flows, an impairment loss is recognized to the extent that the carrying value of the asset group exceeds its fair value.

Management makes judgments regarding the interpretation of tax laws that might be challenged upon an audit and causes changes to previous estimates of tax liability. In addition, we operate within multiple taxing jurisdictions and are subject to audit in these jurisdictions as well as by the Internal Revenue Service. In management’s opinion, adequate provisions for income taxes have been made for all open tax years. The potential outcomes of examinations are regularly assessed in determining the adequacy of the provision for income taxes and income tax liabilities. Management believes that adequate provisions have been made for reasonable and foreseeable outcomes related to uncertain tax matters.

We record a write-down of our inventories 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 or market value. Cost is determined on a first-in, first-out method, except that our subsidiary in the Russian Federation uses an average cost method to value its inventories.

We periodically review the composition of our inventories to determine if market demand, product modifications, technology changes, excessive quantities on-hand and other factors hinder our ability to recover its investment in such inventories. Management’s assessment is based upon historical product demand, estimated future product demand and various other judgments and estimates. Inventory obsolescence reserves are recorded when such assessments reveal that portions or components of our inventory investment will not be realized in our operating activities.

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 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 generally not refundable to the customer.

Most of our products do not require installation assistance or sophisticated instruction. We offer a standard product warranty, which obligates 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 recognize revenue when all of the following criteria are met:

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

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

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

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

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

Whether the risks of ownership have passed to the customer,

Whether we have obtained a fixed commitment to purchase the goods in writing 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 the customer has a substantial business purpose for ordering the goods on a bill and hold basis,

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

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

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

Whether the equipment is complete and ready for shipment.

We do not modify our normal billing and credit terms for these types of sales. As of June 30, 2012 and 2011, we had zero and $0.3 million, respectively, of sales under bill and hold arrangements.

Item 3.Quantitative and Qualitative Disclosures about Market Risk

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We have some market risk relative to sensitive instruments entered into for trading purposes and have only very limited risk as to arrangements entered into other than for trading purposes. We do not engage in commodity or commodity derivative instrument purchase or sales transactions. 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 Item.

Short-Term Investment Risk

Our short-term investments consisting of corporate bonds, government bonds and other similar investments are classified for accounting purposes as available-for-sale. If these short-term investments are not held to maturity, the proceeds obtained when the instruments are sold will be impacted by the current interest rates at the time they are sold.

Foreign Currency and Operations Risk

One of our wholly-owned subsidiaries, OYO-GEO Impulse,Geospace Technologies Eurasia, is located in the Russian Federation. Therefore, our financial results may be affected by factors such as changes in foreign currency exchange rates, weak economic conditions in the Russian Federation or changes in its political climate. Our consolidated balance sheet at June 30,December 31, 2012 reflected approximately $5.9$6.0 million of net working capital related to OYO-GEO Impulse.Geospace Technologies Eurasia. For third-party transactions, OYO-GEO ImpulseGeospace Technologies Eurasia both receives its income and pays its expenses primarily in rubles. To the extent that transactions of OYO-GEO ImpulseGeospace Technologies Eurasia are settled in rubles, a devaluation of the ruble versus the U.S. dollar could reduce any contribution from OYO-GEO ImpulseGeospace Technologies Eurasia 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’sGeospace Technologies Eurasia’s net working capital or future contributions to our consolidated results of operations. At June 30,December 31, 2012, the foreign exchange rate of the U.S. dollar to the ruble was 1:33.2.30.52. If the U.S. dollar versus ruble exchange rate were to decline by ten percent, our working capital could decline by $0.6 million.

Foreign Currency Intercompany Accounts

From time to time, we provide access to capital to our foreign subsidiaries through U.S. dollar denominated interest bearing promissory notes. Such funds are generally used by our foreign subsidiaries to purchase capital assets and for general working capital needs. In addition, we sell products to our foreign subsidiaries in U.S. dollars on trade credit terms. Because U.S. dollar denominated intercompany debts are accounted for in the local currency of our foreign subsidiaries, any appreciation or devaluation of such foreign currencies against the U.S. dollar will result in a gain or loss, respectively, to our consolidated statement of operations. At June 30,December 31, 2012, we had outstanding intercompany accounts receivable of $14.3$34.4 million from our Canadian subsidiary and, consequently, we recentlysubsidiary. We entered into an agreement with a Canadian bank to hedge $14.0$18.0 million of this foreign exchange exposure, resulting in a net U.S. dollar denominated intercompany accounts payable exposure to the Canadian dollar of $0.3$16.4 million. At June 30,December 31, 2012, the foreign exchange rate of the U.S. dollar to the Canadian dollar was 1:1.0. If the U.S. dollar exchange rate were to strengthen by ten percent against the Canadian dollar, we would recognize a foreign exchange loss of $30,000$1.6 million at our Canadian subsidiary. At June 30,December 31, 2012, we had outstanding accounts receivable of $0.2$1.9 million from our subsidiary in the Russian Federation, and the U.S. dollar to ruble exchange rate was 1:33.2.30.5. If the U.S. dollar exchange rate were to strengthen by ten percent against the Russian ruble, we would recognize a foreign exchange loss of $19,000$0.2 million at our Russian subsidiary.

Floating Interest Rate Risk

The Credit Agreement contains a floating interest rate, which subjects 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 LIBOR based rate plus 250 to 350250-350 basis points. As of June 30,December 31, 2012, we had no borrowings under the New Credit Agreement.

Item 4.Controls and Procedures

Item 4. Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under 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”). Notwithstanding the foregoing, there can be no assurance that the Company’s disclosure controls and procedures will detect or uncover all failures of persons within the Company and its consolidated subsidiaries to report material information otherwise required to be set forth in the Company’s reports.

In connection with the preparation of this Quarterly Report on Form 10-Q, the Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the CEO and CFO, as of June 30,December 31, 2012 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 were effective as of June 30,December 31, 2012.

There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s fiscal quarter ended June 30,December 31, 2012 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - II—OTHER INFORMATION

Item 1A.Risk Factors

There have been no material changesItem 1A. Risk Factors

Our Use of Percentage-of-Completion Method of Accounting Could Result in Volatility in our Results of Operations.

We recognize revenues and profits from our long-term contract using the percentage-of-completion method of accounting. Our current estimates of the contract costs and the profitability of our long-term contract, although reasonably reliable when made, could change as a result of uncertainties associated with this type of contract. Accordingly, we review the contract price and cost estimates periodically as our manufacturing efforts progress, and the cumulative impact of any periodic revisions to the Risk Factors disclosure includedcontract price or cost estimates will be reflected in our amended Annual Report on Form 10-K for the year ended September 30, 2011 filed withperiod in which these changes become known, including, to the SEC on January 27, 2012.extent required, the recognition of losses at the time such losses are known and estimable, and such losses could be material. In addition, change orders can increase (and sometimes substantially) the future scope and cost of a job. Therefore, change order awards (although frequently beneficial in the long-term) can have the short-term effect of reducing the contract’s percentage-of-completion and thus the revenues and profits that otherwise would be recognized to date.

Item 6.Exhibits

Item 6. Exhibits

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

 

10.1Geospace Technologies Corporation Fiscal Year 2013 Bonus Plan.
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.
101  Interactive data file.

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 TECHNOLOGIES CORPORATION
Date: August 3, 2012February 7, 2013  By: /s/ GARYGary D. OWENS        Owens
Gary D. Owens, Chairman of the Board
   

Gary D. Owens, Chairman of the Board

President and Chief Executive Officer

(duly authorized officer)

Date: August 3, 2012February 7, 2013  By: /s/ THOMASThomas T. MCENTIRE        McEntire
   

Thomas T. McEntire, Vice President,

Chief Financial Officer and Secretary

(principal financial officer)

 

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