OYO Geospace Corporation
Ticker:OYOG 7334 N. Gessner Road
Exchange:NASDAQ-National Market Houston, TX 77040
Industry:Manufacturing (SIC Code 3829) (713) 939-9700
# of Employees:269

Offering Information
Type of Shares:Common Shares Filing Date:9/30/97
U.S. Shares:2,000,000 Offer Date:11/20/97
Non-U.S. Shares:0 Filing Range:$12.00 - $14.00
Primary Shares:1,000,000 Offer Price:$14.00
Secondary Shares:1,000,000 Gross Spread:
Offering Amount: $26,000,000 Selling:
Expenses:$425,000 Reallowance:
Shares Out After:5,050,000

Primary Underwriting Group
ManagerTierPhone
Rauscher Pierce Refsnes, Inc.Lead Manager (214) 989-1588
Raymond James & Associates, Inc.Co-manager (813) 573-8108

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Fulbright & Jaworski
Bank's Law Firm: Vinson & Elkins
Auditor: Coopers & Lybrand

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
9/30/96 6/30/97 6/30/96 6/30/97
Revenue:$30.88$30.57$23.09Assets:$32.32
Net Income:$1.01$3.45$0.03Curr Assets:$25.27
EPS:$0.25$0.86$0.01Liabilities:$18.23
Prior EPS:$0.59$1.01$1.88Curr Liabilities:$10.99
Cash Flow/Oper:$0.48$1.25$0.35Equity:$14.09
Cash Flow/Fin:$1.21-$2.11-$1.75Cash:$0.98
Cash Flow/Inv:-$1.94-$2.11Working Cap:$14.28

Business Description
The company is a leading designer and manufacturer of instruments and equipment used in the acquisition and processing of seismic data. The company markets its products primarily to the oil and gas industry. The Company has grown revenues from $23.1 million for the nine months ended June 30, 1996 to $30.6 million for the nine months ended June 30, 1997 and increased gross profit margins from 40.6% to 45.4% over the comparable period. The Company's product lines currently include geophones and hydrophones, seismic leader wire, geophone string connectors, thermal imaging products and small data acquisition systems targeted at niche markets. The Company's products are compatible with most major seismic data acquisition systems currently in use, and sales result primarily from seismic contractors purchasing the Company's products as peripheral components of new data acquisition systems or to replace or upgrade peripheral components of data acquisition systems already in use. The Company believes that its products are among the most technologically advanced instruments and equipment available for seismic data acquisition.

Competition
The markets for the Company's products are highly competitive and characterized by continual and rapid changes in technology. Many of the Company's existing and potential competitors have substantially greater marketing, financial and technical resources than the Company. Additionally, one of the Company's competitors currently offers a broader range of seismic instruments and equipment for sale and markets this equipment as a "packaged" data acquisition system. The Company does not now offer for sale such a complete "packaged" data acquisition system. Further, certain of the Company's competitors offer financing arrangements to customers on terms that the Company may not be able to match. In addition, new competitors may enter the market and competition could intensify. For example, a former joint venture partner of the Company in the People's Republic of China is capable of manufacturing a geophone similar to the Company's older model geophone, the GS-20DX, and, since such venture has now been terminated by mutual agreement, may attempt to market such geophone outside of China and in competition with the Company. There can be no assurance that sales of the Company's products will continue at current volumes or prices if its current competitors or new market entrants introduce new products with better features, performance, price or other characteristics than the Company's products. Competitive pressures or other factors also may result insignificant price competition that could have a material adverse effect on the Company's results of operations.

Business Plan
The Company's new senior management team has developed a business strategy designed to accelerate the Company's rate of growth. Pursuant to this strategy, the Company will seek to: (I) Significantly Expand Manufacturing Capacity of Existing Products, (ii) Expand Product Lines, (iii) Increase Research and Development Expenditures, (iv) Continue to Develop Non-Seismic Markets for the company's Technologies and (v) Selectively Pursue Niche Acquisitions.

Use of Proceeds
The proceeds from the proposed offering will be used to expand the company's manufacturing facilities and for general corporate purposes.

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