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January 12, 2005
via U.S. mail
Mr. L. Decker Dawson
Chief Executive Officer
Dawson Geophysical Company
508 West Wall, Suite 800
Midland, Texas 79701
Re: Dawson Geophysical Company
Form S-3 filed December 14, 2004
File No. 333-121236
Form 10-K for the year ended September 30, 2004
Filed December 10, 2004
File No. 0-10144
Definitive Proxy Statement on Schedule 14A
Filed December 10, 2004
Dear Mr. Dawson:
We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. Because some of our comments might apply to disclosure that
appears in more than one place, please make corresponding changes
to
all affected disclosure, wherever it appears in your documents.
For
example, make corresponding revisions to the Risk Factors
disclosure
that appears in your Form 10-K.
2. You frequently use industry or technical terms without
explaining
the terms to the reader. Whenever possible, provide disclosure
regarding your business that will be comprehensible to those
without
industry expertise. For example, at page 19 of the prospectus,
you
refer without explanation to "vibrator energy sources" and also
indicate:
"Shear waves are another type of seismic energy propagation,
analysis
of which may allow for a more detailed picture of the earth`s
subsurface. Our equipment includes energy sources and geophones
capable of generating and recording shear waves."
Form S-3
General
3. Fill in blanks, provide updated and current disclosure and
supply
all omitted exhibits. For example, we refer you to pages 1 (new
crew
scheduled for January 2005), page 8 (proceeds), page 23 (five year
experience with titles or positions held by Mr. Nelson), page II-1
(estimated amounts), as well as exhibits 1.1 and 5.1. We may have
additional comments once you provide this information. If any of
this information might change prior to effectiveness of the
registration statement, you may include brackets or other means to
make this clear.
Table of Contents, page ii
4. The first and last sentences in the paragraph following the
table
are inappropriate. For example, you incorporate information by
reference yet suggest that readers may only rely on the
prospectus.
Another example of inappropriate language is the suggestion at
page
24 that the descriptions of your stock and corporate documents are
incomplete, rather than making clear that you have summarized
accurately the material provisions in each case. Please revise
accordingly.
Prospectus Summary, page 1
5. You include assertions at pages 1, 2 and 13 regarding your
status
as "the" leading provider, although the disclosure at page 13
includes an additional limitation on the assertion. Provide us
with
independent supplemental support for these assertions, and revise
the
disclosure as appropriate. For example, clarify whether your
leadership status is based upon total revenues, market share or
some
other criteria. We may have additional comments.
6. Because you need to include a discussion of all material risk
factors in your Risk Factors section, revise the disclosure at
page 2
to eliminate the suggestion that the reader might need to read
through all the materials in order to find this information.
Risk Factors, page 5
7. Eliminate language that tends to mitigate the risk you discuss.
Examples include "[h]owever, we have attempted to reduce," "we
have
not suffered any material losses of equipment," [w]e have not
experienced any material loss," we carry "adequate insurance" and
"[a]lthough such expenditures historically have not been
material."
Also, rather than indicating that there is no "assurance" or that
you
"cannot assure" a particular outcome, instead focus on the
potential
harm to you or the investor.
8. Focus your subheadings and text to identify the risk and
potential
harm concisely and precisely. You provide excess detail in the
first
risk factor, for example. Several captions merely state facts and
fail to describe the risk that follows, including without
limitation,
"Our business is dependent on prices for oil and gas," "We face
intense competition in our business," "Capital requirements for
our
operations are large and our ability to finance these requirements
could be affected" and "Certain provisions of our charter and
bylaws
and our shareholder rights plan may make it difficult."
9. We note as a part of your operations you must obtain right of
way
usage from both public and private land and/or mineral owners.
Please
supplementally tell us how you account for the acquired rights of
way
usage and how they are presented in the financial statements.
We may be unable to attract and retain key employees, page 6
10. Disclose if any of your "key personnel" are not under
contract,
and make clear how many employees you consider to be "key." If
you
do not have "key person" insurance for these individuals, so
indicate.
Selected Financial Data, page 11
11. Indicate the information you are presenting is a summary of
the
selected financial data required by Item 301 of Regulation S-K, or
alternatively, include selected financial data for the two years
preceding September 30, 2002.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations,
page 13
Fiscal Year Ended September 30, 2004 Versus Fiscal Year Ended
September 30, 2003, page 13
12. Your discussion provides limited insight into the underlying
reasons for the variances depicted in your results of operations.
Therefore, the extent to which your financial information is
indicative of expected future results is unclear. Your
disclosures
should provide information about the quality and potential
variability of earnings and cash flow, so that readers may
ascertain
the likelihood that past performance is indicative of future
performance.
Please revise your results of operations discussion to include the
facts and circumstances underlying material trends, uncertainties,
demands, events and commitments. Please refer to Instructions 3
and
4 to Paragraph (a) of Item 303 of Regulation S-K, and FRC Section
501.12.b.4 for further guidance.
Additionally, when you attribute changes in significant items to
more
than one factor or element, breakdown and quantify the impact of
each
factor or element. Please refer to FRC Section 501.04 for further
guidance.
Liquidity and Capital Resources, page 15
13. The discussion of your operating and investing activities
appears
to be brief and focuses on changes that are evident in your
consolidated statements of cash flows. For example, your
discussion
of cash provided by operating activities, activities in the short-
term investment portfolio and capital expenditures essentially
reiterates the basic changes depicted in your consolidated
statements
of cash flows. Because you provide only limited insight into the
reasons underlying the variances identified, the indicative value
of
your reported results is unclear. You provide no or limited
discussion of the underlying drivers (e.g., cash receipts from the
sale of goods and services and cash payments to acquire materials
or
labor). Please refer to the guidance in FRC Section 501.13, and
revise your disclosure accordingly.
14. Please include a tabular disclosure of your contractual
obligations, such as your operating lease and other obligations.
Please refer to Instruction 5 to Paragraph (a) of Item 303 of
Regulation S-K.
Critical Accounting Policies, page 16
15. The disclosures of your critical accounting policies appear to
be
more descriptive of the accounting policies utilized, rather than
any
specific uncertainties underlying your estimates. These critical
accounting policies appear to have critical judgment and
estimation
attributes, but the disclosures you provide do not sufficiently
address these attributes.
Please revise your disclosures to address the material
implications
of the uncertainties that are associated with the methods,
assumptions and estimates underlying your critical accounting
estimates. Specifically, you should provide the following:
(a) An analysis of the uncertainties involved in applying the
principle and the variability that is reasonably likely to result
from its application.
(b) An analysis of how you arrived at the measure and how accurate
the estimate or underlying assumptions have been in the past.
(c) An analysis of your specific sensitivity to change based on
outcomes that are reasonably likely to occur and have a material
effect.
Please refer to FRC Section 501.14 for further guidance.
16. In addition, it would appear you should address in your
critical
accounting policies discussion the estimates, variables and
assumptions you utilize to determine your income tax provision.
In
this regard, we note a change in these attributes resulted in the
elimination of your valuation allowance in 2004.
Underwriting, page 26
17. You include a number of statements purporting to limit or
qualify
the obligation of your underwriter to purchase shares, including
reference to approval by "its counsel," and you indicate it might
reject an order in whole or in part. Revise to make clear that
you
will amend the disclosure as necessary to reflect any material
changes to the arrangements you describe. Also describe in
necessary
detail any provisions that are not commonly found in underwriting
agreements. In the alternative, eliminate any potential for the
reader to infer that the underwriter might not be fully committed
once the agreement has been signed.
Electronic Distribution, page 28
18. The second paragraph includes internally inconsistent and
inappropriate disclosure. For example, you suggest that, among
other
things, "the information on the underwriter`s website ... has not
been approved or endorsed by us or the underwriter ... and should
not
be relied upon...." Please revise accordingly.
Financial Statements, page F-1
Note 1 - Summary of Significant Accounting Policies, page F-7
Revenue Recognition, page F-8
19. On page 20 you indicate you provide services under either a
turnkey agreement or a term agreement. Tell us and disclose in
further detail how you recognize revenue under each of these types
of
contracts.
Note 3 - Property, Plant and Equipment, page F-10
20. Tell us what the property, plant and equipment amount you
refer
to as "Energy sources" represents.
Note 8 - Major Customers, page F-13
21. Disclose the total amount of revenues from each major customer
as
required by paragraph 39 of SFAS 131.
Exhibits and Financial Statement Schedules, page II-2
22. To the extent that you incorporate any exhibits by reference
from
previously filed documents with the Commission, identify the
filing
date of the document from which you are incorporating by
reference.
Form 10-K for the period ended September 30, 2004
Exhibits, Financial Statement Schedules and Reports on Form 8-K,
page
12
23. Please include a schedule of the valuation and qualifying
account
for the accounts receivable valuation allowance and other accounts
that would qualify. Refer to Rules 5-04(c) and 12-09 of Regulation
S-
X.
24. File as exhibits all employment and other agreements with any
of
your executive officers, as Item 601(b)(10) of Regulation S-K
requires. Ensure that you discuss all of the material terms of
any
employment agreements you have with executive officers. Also, if
there have been any material changes to the form of "master
geophysical data acquisition agreement" that you filed as an
exhibit
more than a year ago, please file the new agreement as an exhibit
rather than incorporating by reference the outdated version.
Definitive Proxy Statement on Schedule 14A filed December 10, 2004
Security Ownership, page 9
25. If known or readily ascertainable, disclose the natural
person(s)
who exercise voting and/or investment power with respect to each
of
the entities you list in the table. Include appropriate entries
in
the table, with explanatory notes if appropriate. See Exchange
Act
Rule 13d-3.
Closing Comments
Please amend your registration statement and those documents
incorporated by reference in response to these comments. You may
wish to provide us with a marked copy of the amendment to expedite
our review. Please furnish a cover letter with your amendment
that
keys your responses to our comments and provides any requested
supplemental information. Detailed cover letters greatly
facilitate
our review. Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
No other review of the registration statement has been made.
All persons who are by statute responsible for the adequacy and
accuracy of the registration statement are urged to be certain
that
all information required under the Securities Act of 1933 has been
included. You are also reminded to consider applicable
requirements
regarding distribution of the preliminary prospectus.
Please direct questions regarding accounting issues and
related
disclosures to Yong Choi at (202) 942-5682 or, in his absence, to
Jennifer Gallagher, at (202) 942-1923. Direct questions relating
to
all other disclosure issues to Jason Wynn, at (202) 824-5665 or,
in
his absence, to Timothy Levenberg, Special Counsel, at (202) 942-
1896. Direct all correspondence to the following ZIP code:
20549-
0405.
Sincerely,
H. Roger Schwall
Assistant Director
cc: Y. Choi
J. Gallagher
J. Wynn
T. Levenberg
via facsimile
Neel Lemon
Sarah Rechter
Baker Botts LLP
(214) 953-6503
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Dawson Geophysical Company
January 12, 2005
page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405
DIVISION OF
CORPORATION FINANCE