Quarterly Report - 2002 - 1st 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 December 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 5,544,705 shares of the Registrant's Common Stock outstanding as of the close of business on February 11, 2002.   PART I. FINANCIAL INFORMATION Page Number Item 1. Financial Statements 3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 Item 3. Quantitative and Qualitative Disclosures about Market Risks 21 PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 22   PART I - FINANCIAL INFORMATION   Item 1. Financial Statements OYO GEOSPACE CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands) ASSETS Dec. 31, 2001 (unaudited) Sept. 30, 2001 Current assets: Cash and cash equivalents $ 1,007 $ 882 Trade accounts and notes receivable, net 13,550 11,539 Inventories 31,270 28,737 Deferred income tax 1,345 1,152 Prepaid expenses and other 1,400 1,299 Total current assets 48,572 43,609 Rental equipment, net 2,676 2,075 Property, plant and equipment, net 19,972 20,307 Goodwill and other intangible assets, net 4,668 4,775 Deferred income tax 283 340 Other assets 1,569 1,982 Total assets $ 77,740 $ 73,088 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable and current maturities of long-term debt $ 216 $ 1,033 Accounts payable 3,395 4,984 Accrued expenses and other 4,051 4,047 Deferred revenue 4,859 4,859 Income tax payable 88 235 Total current liabilities 12,609 15,158 Long-term debt 9,987 3,772 Deferred income tax 1,475 1,367 Total liabilities 24,071 20,297 Minority interest in consolidated subsidiary 204 -- Stockholders' equity: Preferred stock - - Common stock 55 55 Additional paid-in capital 30,525 30,530 Retained earnings 23,860 23,213 Accumulated other comprehensive loss (931) (865) Unearned compensation-restricted stock awards (44) (142) Total stockholders' equity 53,465 52,791 Total liabilities and stockholders' equity $ 77,740 $ 73,088 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 Dec. 31, 2001 Three Months Ended Dec. 31, 2000 Sales $ 12,900 $ 14,967 Cost of sales 8,865 10,108 Gross profit 4,035 4,859 Operating expenses: Selling, general and administrative expenses 2,876 2,982 Research and development expenses 1,080 1,469 Total operating expenses 3,956 4,451 Income from operations 79 408 Other income (expense): Interest expense (151) (80) Interest income 50 34 Other, net ___5 __24 Total other expense, net __(96) __(22) Income (loss) before income taxes, minority interest and extraordinary gain (17) 386 Income tax expense (benefit) ___(7) _115 Income (loss) before minority interest and extraordinary gain (10) 271 Minority interest ___(29) ____-- Income (loss) before extraordinary gain (39) 271 Extraordinary gain, net of tax of $85 _686 ____-- Net income $ 647 $ 271 Basic earnings per share: Income (loss) before extraordinary item $ (0.01) $ 0.05 Extraordinary gain 0.13 -- Net income $ 0.12 $ 0.05 Diluted earnings per share: Income (loss) before extraordinary item $ (0.01) $ 0.05 Extraordinary gain 0.13 ____-- Net income $ 0.12 $ 0.05 Weighted average shares outstanding - Basic 5,515,642 5,463,152 Weighted average shares outstanding - Diluted 5,535,978 5,577,984 The accompanying notes are an integral part of the consolidated financial statements. OYO GEOSPACE CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands) (unaudited) Three Months Ended Dec. 31, 2001 Three Months Ended Dec. 31, 2000 Cash flows from operating activities: Net income $ 647 $ 271 Adjustments to reconcile net income to net cash used in operating activities: Deferred income tax expense (benefit) (27) 130 Depreciation and amortization 1,107 957 Amortization of restricted stock awards 90 119 Extraordinary gain (686) -- Minority interest 29 -- Bad debt expense 221 55 Effects of changes in operating assets and liabilities:    Trade accounts and notes receivable (1,667) (2,725)    Inventories (1,847) (679)    Prepaid expenses and other assets 126 (73)    Accounts payable (1,681) (426)    Accrued expenses and other (1,046) 640    Income tax payable (232) 153       Net cash used in operating activities (4,966) (1,578) Cash flows from investing activities:    Capital expenditures (1,167) (1,384)    Investment in business acquisition, net of cash acquired 913 --    Proceeds from sale of equipment ____8 ____1       Net cash used in investing activities (246) (1,383) Cash flows from financing activities:    Increase in notes payable 9,068 3,816    Principal payments on notes payable (3,669) (3,863)    Proceeds from exercise of stock options ____4 ____77       Net cash provided by financing activities 5,403 ____30 Effect of exchange rate changes on cash ___(66)