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UNITED STATES FORM 12b-25
NOTIFICATION OF LATE FILING |
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SEC FILE NUMBER
001-32472
CUSIP NUMBER
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(Check one): |
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x Form 10-K |
o Form 20-F |
o Form 11-K |
o Form 10-Q |
o Form 10-D | |
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o Form N-SAR |
o Form N-CSR |
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For Period Ended: |
December 31, 2015 | ||||
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o Transition Report on Form 10-K |
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o Transition Report on Form 20-F |
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o Transition Report on Form 11-K |
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o Transition Report on Form 10-Q |
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o Transition Report on Form N-SAR |
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For the Transition Period Ended: |
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Read Instructions (on back page) Before Preparing Form. Please Print or Type. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
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DAWSON GEOPHYSICAL COMPANY |
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Full Name of Registrant |
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Not Applicable |
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Former Name if Applicable |
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508 West Wall, Suite 800 |
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Address of Principal Executive Office (Street and Number) |
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Midland, Texas 79701 |
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City, State and Zip Code |
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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(a) |
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense |
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(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c) |
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The Registrant is unable to complete its Annual Report on Form 10-K for the year ended December 31, 2015 within the prescribed time period without unreasonable effort or expense. Additional time is necessary for the Registrant to complete its review of the Form 10-K and finalize its assessment of the effectiveness of its internal control over financial reporting. The delay is due in part to the fact that the Registrant’s Form 10-K and the financial statements to be included therein cover the first annual audit and disclosure period following the consummation of the business combination between legacy Dawson Geophysical Company and legacy TGC Industries, Inc., which occurred on February 11, 2015. The Registrant expects to file its Form 10-K no later than the fifteenth calendar day following the prescribed due date, as permitted by Rule 12b-25.
PART IV — OTHER INFORMATION
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(1) |
Name and telephone number of person to contact in regard to this notification | ||||
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Stephen C. Jumper |
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432 |
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806-5000 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
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(2) |
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). | ||||
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x Yes o No |
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(3) |
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? | ||||
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x Yes o No |
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. | ||||
On March 11, 2016, the Registrant issued a press release announcing its fourth quarter and fiscal 2015 preliminary and unaudited financial results. For the year ended December 31, 2015, the Registrant reported revenues of $234,685,000 and a net loss of $26,279,000 or $1.27 loss per share attributable to common stock as compared to revenues of $244,304,000 and a net loss of $14,714,000 or $1.05 loss per share attributable to common stock for the year ended December 31, 2014. The Registrant’s financial results for 2015 reflect the continuing downturn in the oil and natural gas exploration and development industry, pursuant to which demand for the Registrant’s services is continuing to decline. A copy of the press release was furnished as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 11, 2016.
DAWSON GEOPHYSICAL COMPANY
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date |
March 15, 2016 |
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By |
/s/ Stephen C. Jumper |
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Stephen C. Jumper, President and Chief Executive Officer |
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
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ATTENTION |
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||