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Quarterly Report - 2001 - 2nd Quarter
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the Quarterly Period Ended March 31, 2001

[  ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission file number 001-13601
OYO GEOSPACE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 76-0447780
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
12750 South Kirkwood, Suite 200
Stafford, Texas 77477
(Address of Principal Executive Offices)

(281) 494-8282
(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 ___
There were 5,529,080 shares of the Registrant's Common Stock outstanding as of the close of business on May 7, 2001.
 
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		 11
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 16
Item 6. Exhibits and Reports on Form 8-K 16
 
PART I - FINANCIAL INFORMATION
 
Item 1. Financial Statements
REPORT OF INDEPENDENT ACCOUNTANTS
Board of Directors

OYO Geospace Corporation and Subsidiaries

We have reviewed the accompanying consolidated balance sheet of OYO Geospace Corporation and Subsidiaries as of March 31, 2001, and the related consolidated statements of operations for the three months and six months ended March 31, 2001 and 2000, and the consolidated statements of cash flows for the six months ended March 31, 2001 and 2000. These financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the aforementioned financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the consolidated balance sheet as of September 30, 2000, and the related consolidated statements of operations, changes in stockholders' equity, and cash flows for the year then ended (not presented herein) and, in our report dated November 9, 2000, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of September 30, 2000, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ PricewaterhouseCoopers LLP


Houston, Texas
May 7, 2001
OYO GEOSPACE CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(in thousands)
ASSETS March 31, 2001
(unaudited)		 Sept. 31, 2000
Current assets:
Cash and cash equivalents $ 1,370 $ 3,989
Trade accounts and notes receivable, net 14,175 8,509
Inventories 24,549 22,095
Deferred income tax 1,127 1,320
Prepaid expenses and other 711 1,778
Total current assets 41,932 37,691
Rental equipment, net 2,003 1,846
Property, plant and equipment, net 19,778 19,550
Goodwill and other intangible assets, net 4,990 5,204
Deferred income tax 254 675
Other assets _1,809 __142
Total assets $ 70,966 $ 65,108
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable and current maturities of long-term debt $ 205 $ 198
Accounts payable 5,626 5,694
Accrued expenses and other 7,783 2,679
Income tax payable 265 232
Total current liabilities 13,879 8,803
Long-term debt 3,880 3,984
Deferred income tax 1,485 1,612
Total liabilities 19,244 14,399
Stockholders' equity:
Preferred stock - -
Common stock 55 55
Additional paid-in capital 30,266 30,088
Retained earnings 22,703 21,875
Accumulated other comprehensive loss (929) (679)
Unearned compensation-restricted stock awards (373) (630)
Total stockholders' equity 51,722 50,709
Total liabilities and stockholders' equity $ 70,966 $ 65,108
The accompanying notes are an integral part of the consolidated financial statements.
OYO GEOSPACE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
(unaudited)
Three Months Ended Six Months Ended
March 31, 2001 March 31, 2000 March 31, 2001 March 31, 2000
Sales $    16,920 $    14,963 $    31,895 $    27,758
Cost of sales 11,401 10,575 21,509 18,988
Gross profit 5,527 4,388 10,386 8,770
Operating expenses:
Selling, general and administrative 3,262 2,324 6,244 4,754
Research and development 1,449 1,605 2,918 2,942
Total operating expenses 4,711 3,929 9,162 7,696
Income (loss) from operations 816 459 1,224 1,074
Other income (expense):
Interest expense (94) (77) (174) (154)
Interest income 74 100 108 180
Other, net __(36) __30 __(12) __56
Total other income (expense), net __(56) __53 (78) __82
Income before income taxes 760 512 1,146 1,156
Income tax expense 203 (103) 318 (328)
Net income $    557 $    409 $    828 $    828
Basic earnings per share $    0.10 $    0.08 $    0.15 $    0.15
Diluted earnings per share $    0.10 $    0.07 $    0.15 $    0.15
Weighted average shares outstanding - Basic 5,487,990 5,432,058 5,475,435 5,421,330
Weighted average shares outstanding - Diluted 5,633,476 5,511,583 5,600,456 5,482,912
The accompanying notes are an integral part of the consolidated financial statements.
OYO GEOSPACE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Six Months
Ended
March 31, 2001		 Six Months
Ended
March 31, 2000
Cash flows from operating activities:
Net income $ 828 $ 828
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Deferred income tax expense 484 (140)
Depreciation and amortization 2,053 1,791
Amortization of restricted stock awards 233 254
Bad debt expense 17 78
Effects of changes in operating assets and liabilities:
   Trade accounts and notes receivable (5,184) (1,906)
   Inventories (2,351) 84
   Prepaid expenses and other assets 1,065 769
   Accounts payable (298) 1,290
   Accrued expenses and other 5,223 (410)
   Income tax payable ___33 (366)
      Net cash provided by operating activities 2,103 2,272
Cash flows from investing activities:
Capital expenditures (2,519) (3,608)
Purchase of business, net of cash acquired (2,000) --
Proceeds from sale of equipment __2 ___20