e8vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): February 2, 2011
DAWSON GEOPHYSICAL COMPANY
(Exact name of Registrant as specified in its charter)
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TEXAS
(State of incorporation
or organization)
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001-34404
(Commission file number)
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75-0970548
(I.R.S. employer identification number) |
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508 W. WALL, SUITE 800 |
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MIDLAND, TEXAS
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79701 |
(Address of principal executive offices)
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(Zip code) |
Registrants telephone number, including area code: (432) 684-3000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02. |
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Results of Operations and Financial Condition. |
On February 2, 2011, Dawson Geophysical Company (the Company) issued a press release
reporting its operating results for the quarter ended December 31, 2010, the first quarter of the
Companys 2011 fiscal year.
The Company hereby incorporates by reference into this Item 2.02 the information set forth in
such press release, a copy of which is furnished as Exhibit 99.1 to this Current Report. Pursuant
to the rules and regulations of the Securities and Exchange Commission, such exhibit and the
information set forth therein and herein are deemed to be furnished and shall not be deemed to be
filed under the Securities Exchange Act of 1934, as amended (the Exchange Act).
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Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits
In accordance with General Instruction B.2 of Form 8-K, the information set forth in
the attached Exhibit 99.1 is deemed to be furnished and shall not be deemed to be filed for
purposes of the Exchange Act.
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Exhibit |
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Number |
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Description |
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99.1 |
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Press release dated February 2, 2011. |
SIGNATURES
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 hereunto duly authorized.
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DAWSON GEOPHYSICAL COMPANY
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Date: February 2, 2011 |
By: |
/s/ Christina W. Hagan
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Christina W. Hagan |
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Executive Vice President, Secretary and
Chief Financial Officer |
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INDEX TO EXHIBITS
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Exhibit |
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Number |
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Description |
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99.1 |
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Press release dated February 2, 2011. |
exv99w1
Exhibit 99.1
NEWS RELEASE
Dawson Geophysical Company
508 W. Wall, Suite 800
Midland, TX 79701
Company contact:
Stephen C. Jumper, President and CEO
Christina W. Hagan, CFO
(800) 332-9766
www.dawson3d.com
DAWSON GEOPHYSICAL REPORTS
FIRST QUARTER RESULTS
Average Channel Count Per Crew
Continues to Grow
MIDLAND, Texas, February 2, 2011/PR Newswire/ Dawson Geophysical Company (NASDAQ DWSN) today
reported revenues of $72,653,000 for the quarter ended December 31, 2010, the Companys first
quarter of fiscal 2011, compared to $36,330,000 for the same quarter in fiscal 2010, an increase of
100 percent. Net loss for the first quarter of fiscal 2011 was $1,667,000 compared to net loss of
$4,216,000 in the same quarter of fiscal 2010. Loss per share for the first quarter of fiscal 2011
was $0.21 compared to loss per share of $0.54 for the first quarter of fiscal 2010. EBITDA for the
first quarter of fiscal 2011 was $4,899,000 compared to a loss of $211,000 in the same quarter of
fiscal 2010.
The revenue increase in the quarter was primarily the result of the previously announced
redeployment of three data acquisition crews during fiscal 2010, increased channel count per crew
and improved utilization rates on existing crews. Revenues in the quarter continued to include
unusually high third-party charges related to the use of helicopter support services, specialized
survey technologies and dynamite energy sources. The sustained level of these charges is driven by
the Companys continued operations in areas with limited access such as the Appalachian Basin, East
Texas, and Arkansas. The Company is reimbursed for these expenses by its clients.
Stephen Jumper, President and CEO of Dawson Geophysical Company, said, The first quarter of fiscal
2011 results were remarkably improved from the same quarter of fiscal 2010. Increased exploration
activity across oil and liquid-rich basins, combined with improving operational efficiencies and
crew utilization rates drove much of our first quarter improvement. Although intermittent weather
and permit issues along with the normal first quarter issues of shorter days and the holiday season
negatively impacted our first quarter results, we are seeing a strong increase in activity from the
prior year.
NEWS RELEASE
Dawson Geophysical Company
508 W. Wall, Suite 800
Midland, TX 79701
First Quarter 2011 Highlights
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Increased activity across oil and liquid-rich basins with continued activity in large
natural gas shale basins such as the Bakken, Niobrara, Eagle Ford, Marcellus, Haynesville,
Fayetteville and Barnett; |
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Operated twelve data acquisition crews; |
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Increased channel count per crew; |
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Continued strengthening in order book; |
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Increase in requests for proposals; |
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Took delivery of ten new vibrator energy source units; |
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Took delivery of additional 2,000 four-channel OYO GSR units complete with 3-C geophones
and began taking delivery of 10,000 channels of OYO GSR single-channel units completed in
January |
Jumper continued, Demand for our services continues to grow. An increasing number of our projects
are requiring higher channel counts in an effort to obtain higher resolution images. While we
remain in a competitive pricing environment and weather conditions in the early part of the second
quarter of fiscal 2011 have been difficult, this increased demand is helping to increase short-term
utilization rates and allow us to take advantage of increased crew efficiencies and productivity.
Although our clients may cancel their service contracts on short notice, we believe our current
order book reflects commitment levels sufficient to maintain operations for twelve crews through
the middle of calendar 2011.
As previously announced, the Companys Board of Directors has approved a $35,000,000 capital budget
for fiscal 2011 which has been used in part to purchase the additional 2,000 stations of OYO GSR
four-channel units with 3-C geophones, 10,000 OYO GSR single-channel units and ten vibrator energy
source units, and the remainder will be used to meet necessary maintenance requirements during
fiscal 2011. The addition of the four-channel OYO GSR recording equipment will allow the Company to
record 12,000 channels of multi-component data or up to 16,000 channels of conventional seismic
data either as a stand alone system or as added channel count and increases flexibility for the
Companys existing ARAM recording systems. As of February 1, 2011, the Company owns approximately
26,000 OYO GSR channels.
Jumper concluded, We are very encouraged as we enter fiscal 2011. Exploration activity is on the
rise. Many of our highly valued clients are seeking to further lower their finding and development
costs and gain access to increased subsurface resolution. We believe that seismic data continues to
be the best technology to achieve these goals. Our experienced professionals and our debt-free
balance sheet with $75 million of working capital continue to put us in a position to meet our
clients demands.
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NEWS RELEASE
Dawson Geophysical Company
508 W. Wall, Suite 800
Midland, TX 79701
Dawson Geophysical Company is the leading provider of U.S. onshore seismic data acquisition
services as measured by the number of active data acquisition crews. Founded in 1952, Dawson
acquires and processes 2D, 3D and multi-component seismic data solely for its clients, ranging from
major oil and gas companies to independent oil and gas operators as well as providers of
multi-client data libraries.
This press release contains information about the Companys EBITDA, a non-GAAP financial measure as
defined by Regulation G promulgated by the U.S. Securities and Exchange Commission. The Company
defines EBITDA as net income (loss) plus interest expense, income taxes, depreciation and
amortization expense. The Company uses EBITDA as a supplemental financial measure to assess:
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the financial performance of its assets without regard to financing methods, capital structures, taxes or historical cost basis; |
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its liquidity and operating performance over time in relation to other companies that own similar assets and that the Company
believes calculate EBITDA in a similar manner; and |
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the ability of the Companys assets to generate cash sufficient for the Company to pay potential interest costs. |
The Company also understands that such data are used by investors to assess the Companys
performance. However, the term EBITDA is not defined under generally accepted accounting
principles, and EBITDA is not a measure of operating income, operating performance or liquidity
presented in accordance with generally accepted accounting principles. When assessing the Companys
operating performance or liquidity, investors and others should not consider this data in isolation
or as a substitute for net income (loss), cash flow from operating activities or other cash flow
data calculated in accordance with generally accepted accounting principles. In addition, the
Companys EBITDA may not be comparable to EBITDA or similarly titled measures utilized by other
companies since such other companies may not calculate EBITDA in the same manner as the Company.
Further, the results presented by EBITDA cannot be achieved without incurring the costs that the
measure excludes: interest, taxes, depreciation and amortization. A reconciliation of the Companys
EBITDA to its net income (loss) is presented in the table following the text of this press release.
3
NEWS RELEASE
Dawson Geophysical Company
508 W. Wall, Suite 800
Midland, TX 79701
In accordance with the Safe Harbor provisions of the Private Securities Litigation Reform Act
of 1995, Dawson Geophysical Company cautions that statements in this press release which are
forward-looking and which provide other than historical information involve risks and uncertainties
that may materially affect the Companys actual results of operations. These risks include but are
not limited to the volatility of oil and natural gas prices, dependence upon energy industry
spending, disruptions in the global economy, industry competition, delays, reductions or
cancellations of service contracts, high fixed costs of operations, external factors affecting our
crews such as weather interruptions and inability to obtain land access rights of way, whether we
enter into turnkey or term contracts, crew productivity, limited number of customers, credit risk
related to our customers, the availability of capital resources and operational disruptions. A
discussion of these and other factors, including risks and uncertainties, is set forth in the
Companys Form 10-K for the fiscal year ended September 30, 2010. Dawson Geophysical Company
disclaims any intention or obligation to revise any forward-looking statements, whether as a result
of new information, future events or otherwise.
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DAWSON GEOPHYSICAL COMPANY
STATEMENTS OF OPERATIONS
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Three Months Ended December 31, |
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2010 |
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2009 |
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(Unaudited) |
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(Unaudited) |
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Operating revenues |
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$ |
72,653,000 |
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$ |
36,330,000 |
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Operating costs: |
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Operating expenses |
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66,160,000 |
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34,719,000 |
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General and administrative |
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2,178,000 |
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1,854,000 |
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Depreciation |
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7,132,000 |
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6,477,000 |
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75,470,000 |
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43,050,000 |
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Loss from operations |
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(2,817,000 |
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(6,720,000 |
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Other income: |
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Interest income |
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25,000 |
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30,000 |
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Other income |
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559,000 |
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2,000 |
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Loss before income taxes |
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(2,233,000 |
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(6,688,000 |
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Income tax benefit |
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566,000 |
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2,472,000 |
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Net loss |
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$ |
(1,667,000 |
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$ |
(4,216,000 |
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Basic loss per common share |
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$ |
(0.21 |
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$ |
(0.54 |
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Diluted loss per common share |
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$ |
(0.21 |
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$ |
(0.54 |
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Weighted average equivalent common shares outstanding |
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7,786,472 |
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7,771,791 |
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Weighted average equivalent common
shares outstanding-assuming dilution |
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7,786,472 |
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7,771,791 |
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DAWSON GEOPHYSICAL COMPANY
BALANCE SHEETS
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December 31, |
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September 30, |
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2010 |
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2010 |
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(Unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
23,997,000 |
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$ |
29,675,000 |
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Short-term investments |
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12,498,000 |
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20,012,000 |
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Accounts receivable, net of allowance for
doubtful accounts of $537,000 and $639,000 at
December 31, 2010 and September 30, 2010, respectively |
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58,852,000 |
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57,726,000 |
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Prepaid expenses and other assets |
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13,867,000 |
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7,856,000 |
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Current deferred tax asset |
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2,529,000 |
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1,764,000 |
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Total current assets |
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111,743,000 |
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117,033,000 |
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Property, plant and equipment |
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273,991,000 |
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248,943,000 |
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Less accumulated depreciation |
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(135,377,000 |
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(130,900,000 |
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Net property, plant and equipment |
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138,614,000 |
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118,043,000 |
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Total assets |
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$ |
250,357,000 |
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$ |
235,076,000 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
22,636,000 |
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$ |
14,274,000 |
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Accrued liabilities: |
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Payroll costs and other taxes |
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3,005,000 |
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3,625,000 |
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Other |
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8,574,000 |
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7,963,000 |
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Deferred revenue |
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2,665,000 |
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204,000 |
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Total current liabilities |
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36,880,000 |
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26,066,000 |
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Deferred tax liability |
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24,255,000 |
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18,785,000 |
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Stockholders equity: |
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Preferred stock-par value $1.00 per share;
5,000,000 shares authorized, none outstanding |
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Common stock-par value $.33 1/3 per share;
50,000,000 shares authorized, 7,908,335
and 7,902,106 shares issued and outstanding at
December 31, 2010 and September 30, 2010, respectively |
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2,636,000 |
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2,634,000 |
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Additional paid-in capital |
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91,072,000 |
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90,406,000 |
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Other comprehensive income, net of tax |
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4,000 |
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Retained earnings |
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95,514,000 |
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97,181,000 |
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Total stockholders equity |
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189,222,000 |
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190,225,000 |
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Total liabilities and stockholders equity |
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$ |
250,357,000 |
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$ |
235,076,000 |
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5
Reconciliation of EBITDA to Net Loss
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Three Months Ended |
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December 31, |
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2010 |
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2009 |
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(in thousands) |
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Net loss |
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$ |
(1,667 |
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$ |
(4,216 |
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Depreciation |
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7,132 |
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6,477 |
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Income tax benefit |
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(566 |
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(2,472 |
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EBITDA |
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$ |
4,899 |
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$ |
(211 |
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Reconciliation of EBITDA to Net Cash Provided by Operating Activities
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Three Months Ended |
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December 31, |
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2010 |
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2009 |
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(in thousands) |
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Net cash provided by operating activities |
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$ |
3,214 |
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$ |
959 |
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Changes in working capital items and other |
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2,300 |
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(524 |
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Noncash adjustments to income |
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(615 |
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(646 |
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EBITDA |
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$ |
4,899 |
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$ |
(211 |
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6