1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 (Mark One) (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2001 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________to _________ For Quarter Ended June 30, 2001 Commission File number 2-71058 DAWSON GEOPHYSICAL COMPANY ------------------------------------------------------ (Exact name of Registrant as specified in its Charter) TEXAS 75-0970548 ----- ---------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 508 West Wall, Suite 800, Midland, Texas 79701 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) 915/684-3000 NONE ---- (Former Name, Former Address & Former Fiscal Year if changed since last report) 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 . --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. CLASS Outstanding at June 30, 2001 ----- ---------------------------- Common Stock, $.33 1/3 par value 5,445,794 shares -1-
2 DAWSON GEOPHYSICAL COMPANY INDEX
3 PART I. FINANCIAL INFORMATION DAWSON GEOPHYSICAL COMPANY Item 1. Financial Statements STATEMENTS OF OPERATIONS (UNAUDITED)
4 DAWSON GEOPHYSICAL COMPANY BALANCE SHEETS
5 DAWSON GEOPHYSICAL COMPANY STATEMENTS OF CASH FLOWS (UNAUDITED)
6 DAWSON GEOPHYSICAL COMPANY NOTES TO FINANCIAL STATEMENTS 1. OPINION OF MANAGEMENT Although the information furnished is unaudited, in the opinion of management of the Registrant, the accompanying financial statements reflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the financial condition and results of operations for the periods presented. The results of operations for the three months and the nine months ended June 30, 2001, are not necessarily indicative of the results to be expected for the fiscal year. 2. CONTINGENCIES The Company was a defendant in two lawsuits pending in the 112th and 83rd District Courts of Pecos County, Texas (respectively, Cause No. 8812, Ernestine Bernal, et al. Vs. Javier Antonio Orona, et al.; and Cause No. P5565-83-CV, Carla Jaquez, et al. Vs. Javier Antonio, et al.) relating to a July 1995 accident. This litigation has been settled and terminated within the limits of the Company's insurance coverage with no direct expense to the Company. The Company is party to other legal actions arising in the ordinary course of its business, none of which management believes will result in a material adverse effect on the Company's financial position or results of operation, as the Company believes it is adequately insured. 3. NET INCOME PER COMMON SHARE The following table sets forth the computation of basic and diluted net income per common share:
7 Employee stock options to purchase shares of common stock were outstanding during fiscal year 2001 and 2000 but were not included in the computation of diluted net loss per share because either (i) the employee stock options' exercise price was greater than the average market price of the common stock of the Company, or (ii) the Company had a net loss from continuing operations and, therefore, the effect would be antidilutive. -7-
8 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the Company's financial statements. In addition, in reviewing the Company's financial statements it should be noted that the Company's revenues relate to oil and gas exploration and production activity and fluctuations in the Company's results of operations may occur due to commodity prices, weather, land use permitting and other factors. FORWARD LOOKING STATEMENTS All statements other than statements of historical fact included in this report, including without limitation, statements under "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the Company's financial position, business strategy and plans and objectives of management of the Company for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. When used in this report, words such as "anticipate", "believe", "estimate", "expect", "intend", and similar expressions, as they relate to the Company or its management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the Company's management as well as assumptions made by and information currently available to the Company's management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to dependence upon energy industry spending, weather problems, inability to obtain land use permits, the volatility of oil and gas prices, and the availability of capital resources. Such statements reflect the current views of the Company with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the operations, results of operations, growth strategy and liquidity of the Company. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this paragraph. The Company assumes no obligation to update any such forward-looking statements. OVERVIEW Continued favorable prices of crude oil and natural gas have sustained increased exploration budgets among our petroleum industry clients, and the Company's results of operations improved significantly as net income was reported for the quarter ended June 30, 2001. While excess capacity remains in the land-based seismic industry, moderate price recovery has positively impacted the Company's revenues in fiscal 2001. The Company's order book is sufficient to sustain five of its six data acquisition crews for several months. RESULTS OF OPERATIONS The Company's operating revenues for the first nine months of fiscal 2001 increased 139.7% to $28,471,000 from $11,880,000 for the same period of fiscal 2000. For the three months ended June 30, 2001, operating revenues totaled $12,051,000 versus -8-
9 $2,712,000 for the same period of fiscal 2000. Demand for the Company's services has improved as compared to the prior year due continuing increases in crude oil and natural gas exploration activity. The Company has experienced moderate success in securing improved bid prices as some of the land based seismic industry's excess capacity has been absorbed over the last year. The Company began fiscal 2000 operating four crews, dropped to two in March, and expanded from June to August to end the fiscal year operating five crews. The Company has operated five crews continually in fiscal 2001. Operating expenses for the nine months ended June 30, 2001 totaled $24,640,000, an increase of 66.2% from the same period of fiscal 2000. For the quarter ended June 30, 2001, operating expenses totaled $9,216,000 versus $4,192,000 for the same period of fiscal 2000. For fiscal 2001, the increases in operating expenses appear moderate as compared to the increases in operating revenues due to the relatively fixed nature of certain operating expenses. In January 2001 the Company restored salary reductions that had been enacted in January 1999. General and administrative expenses for the nine months ended June 30, 2001 totaled $1,355,000 as compared to $1,939,000 for the same period of fiscal 2000. For the quarter ended June 30, 2001, general and administrative expenses totaled $439,000, as compared to $508,000 for the same period of fiscal 2000. The decrease primarily consists of a decrease in the provision for doubtful accounts from the prior year. The Company has not made a provision for bad debts in fiscal 2001 as favorable prices for crude oil and natural gas have correlated to collectibility of accounts receivable. Depreciation decreased slightly, about 5%, for the nine months and the three months ended June 30, 2001 as compared to the same periods of the prior year as a result of a suspension of capital expansion during fiscal 1999 and fiscal 2001 due to industry conditions. In fiscal 2000 the Company purchased additional data acquisition channels that became available late in the year as a result of the idle capacity that exists in our industry. Total operating costs for the first nine months of fiscal 2001 were $32,735,000, an increase of 37%, from the same period of fiscal 2000 due to the factors described above. For the quarter ended June 30, 2001, total operating costs of $11,726,000 represent a 70.2% increase from the same period of the prior fiscal year. The 139.7% increase of revenues as compared to the 37% increase of total operating costs for the first nine months of fiscal 2001 reflects the high proportion of relatively fixed total operating costs (including personnel costs of active crews and depreciation costs) inherent in the Company's business. No income tax expense was recorded for the three months ended June 30, 2001 due to the pretax loss for the nine months and the loss position anticipated at the end of fiscal year 2001. The Company has no income tax benefit for the nine months due to the establishment of a valuation allowance offset by an increase in pretax loss. LIQUIDITY AND CAPITAL RESOURCES Cash Flows Net cash provided by operating activities of $2,703,000 for the nine months ended June -9-
10 30, 2001 primarily reflects the net loss offset by depreciation and of changes in working capital components. The decrease in deferred income taxes in fiscal 2000 is a result of the reversal of temporary differences due to depreciation and recognition of net operating loss carryback. The decrease in income taxes receivable reflects the proceeds received as a result of the carryback generated by the net operating loss for fiscal 2000. Net cash used in investing activities in the first nine months of fiscal 2001 represents management of short-term investments and limited capital expenditures. Proceeds from and investment in short-term investments at June 30, 2001 reflects a timing difference between the purchase of certificates of deposit and settlement of the maturing instrument being replaced in the portfolio. The Company's capital expenditures in fiscal 2001 are primarily replacements to maintain efficient field operations. The cash flows provided by financing activities for the first nine months of fiscal 2000 represent the proceeds from the exercise of a stock option. Capital Expenditures The Company continually strives to supply market demand with technologically advanced 3-D data acquisition recording systems and leading edge data processing capabilities. Depreciation increased each fiscal year through 1999 as a new crew as well as additions and replacements of cables and geophones, vehicles, and other data acquisition peripheral equipment had been placed into service each year for the past several years. Depreciation for fiscal 2001 is expected to be less than in fiscal 2000. The Company will maintain equipment in and out of service in anticipation of increased future demand of the Company's services. In addition the Company continues to monitor the development of the three-component seismic approach, which employs two modes of shear wave energy in addition to the conventional compression wave energy. The Company believes that it is in position to respond to demand for this technological advancement of the seismic industry. Capital Resources The Company believes that its capital resources, including its short-term investments, cash flow from operations, and relationships with financial entities, are adequate to meet its current operational needs and finance capital needs as determined by market demand and technological developments. LITIGATION The Company was a defendant in two lawsuits relating to a July 1995 accident involving a van owned by the Company in which four Company employees died. This litigation has been settled and terminated within the limits of the Company's insurance coverage with no direct expense to the Company. RECENTLY ANNOUNCED ACCOUNTING PRONOUNCEMENTS In July 2001, The Financial Accounting Standards Board (FASB) issued Statements of Financial Accounting Standards No. 141 "Business Combinations" and No. 142 -10-
11 "Goodwill and Other Intangible Assets." Statement 141 requires that all business combinations initiated after June 30, 2001 be accounted for under the purchase method, and Statement 142 requires that goodwill no longer be amortized to earnings, but instead be reviewed for impairment. As of June 30, 2001 there is no impact to the Company's financial statements as no business combinations have been entered into, thus the potential for associated goodwill has not been acquired. Also, the FASB has voted to issue Statement No. 143 "Accounting for Asset-Retirement Obligations" which establishes requirements for the accounting of removal-type costs associated with asset retirements. The standard is effective for fiscal years beginning after June 15, 2002, with earlier application encouraged. As of June 30, 2001, there is no impact to the Company's financial statements as we have not incurred any obligations associated with asset retirements. Item 3. Quantitative and Qualitative Disclosure About Market Risk The primary sources of market risk include fluctuations in commodity prices which effect demand for and pricing of the Company's services and interest rate fluctuations. At June 30, 2001 the Company had no indebtedness and in addition the Company's short-term investments were fixed-rate and, therefore, do not expose the Company to significant risk of earnings or cash flow loss due to changes in market interest rate. The Company has not entered into any hedge arrangements, commodity swap agreements, commodity futures, options or other derivative financial instruments. The Company does not currently conduct business internationally so it is generally not subject to foreign currency exchange rate risk. -11-
12 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DAWSON GEOPHYSICAL COMPANY --------------------------------------------- (REGISTRANT) By: /s/ L. Decker Dawson ------------------------------------------ L. Decker Dawson Chief Executive Officer /s/ Christina W. Hagan --------------------------------------------- Christina W. Hagan Chief Financial Officer DATE: July 31, 2001 -12-
13 Part II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits The information required by this Item 6(a) is set forth in the Index to Exhibits accompanying this quarterly report and is incorporated herein by reference. (b) No reports on Form 8-K were filed by the Company during the quarter ended June 30, 2001. -13-