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 6, 2008
DAWSON GEOPHYSICAL COMPANY
(Exact name of Registrant as specified in its charter)
         
TEXAS   0-10144   75-0970548
(State of incorporation
or organization)
  (Commission file number)   (I.R.S. employer identification number)
     
508 W. WALL, SUITE 800
MIDLAND, TEXAS

(Address of principal executive offices)
  79701
(Zip code)
Registrant’s 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):
  o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 2.02.   Results of Operations and Financial Condition.
     On February 6, 2008, Dawson Geophysical Company (the “Company”) issued a press release reporting its operating results for the quarter ended December 31, 2007, the first quarter of its 2008 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”).
Item 9.01.   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.
         
Exhibit    
Number   Description
       
 
  99.1    
Press release dated February 6, 2008.

 


 

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.
         
  DAWSON GEOPHYSICAL COMPANY
 
 
Date: February 6, 2008  By:   /s/ Christina W. Hagan    
    Christina W. Hagan   
    Executive Vice President, Secretary and
Chief Financial Officer 
 

 


 

         
INDEX TO EXHIBITS
         
Exhibit    
Number   Description
       
 
  99.1    
Press release dated February 6, 2008.

 

exv99w1
 

Exhibit 99.1
     
NEWS RELEASE
Dawson Geophysical Company
508 W. Wall, Suite 800
Midland, TX 79701
  (DAWSON LOGO)
Company contact:
L. Decker Dawson, Chairman
Stephen C. Jumper, CEO and President
Christina W. Hagan, Chief Financial Officer
(800) 332-9766
www.dawson3d.com
DAWSON GEOPHYSICAL REPORTS
RECORD FIRST QUARTER RESULTS
MIDLAND, Texas, February 6, 2008/ PR Newswire/ — Dawson Geophysical Company (NASDAQ DWSN) today reported revenues of $77,599,000 for the quarter ending December 31, 2007, the Company’s first quarter of fiscal 2008, compared to $53,654,000 for the same quarter in fiscal 2007, an increase of 45 percent. Revenue growth in the quarter was primarily due to the expanded capabilities of existing crews which resulted in improved efficiencies and pricing as well as the fielding of two additional seismic data acquisition crews in April and September of 2007, the Company’s 14th and 15th crews.
Stephen Jumper, President and CEO of Dawson Geophysical, said, “Continued exploration and development activities by our client base fueled our first quarter results — the best first quarter results in the Company’s history. We are extremely pleased with our results in what has historically been our most challenging quarter due to shorter days, weather concerns, and downtime during the holiday season.”
Revenues in the first quarter of fiscal 2008 continued to include 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 Company’s continued operations in areas with limited access in the Appalachian Basin, Arkansas, Val Verde Basin of Texas, and in Eastern Oklahoma. The Company is reimbursed for these expenses by its clients.
Net income for the first quarter of fiscal 2008 was $7,704,000 compared to $5,435,000 in the same quarter of fiscal 2007, an increase of 42 percent. Earnings per share for the first quarter of fiscal 2008 were $1.01 per share compared to $0.72 per share in fiscal 2007. Included in the first quarter earnings results is a 38% increase in depreciation charges from the prior year period reflecting the Company’s recent increased capital investment and growth.

 


 

     
NEWS RELEASE
Dawson Geophysical Company
508 W. Wall, Suite 800
Midland, TX 79701
  (DAWSON LOGO)
EBITDA for the first quarter of fiscal 2008 was $17,970,000 compared to $12,668,000 in the same quarter of fiscal 2007, an increase of 42 percent.
The Company’s first quarter results reflect continued brisk domestic exploration activities by the Company’s clients, particularly those clients seeking natural gas. Although the Company’s clients may cancel their service contracts on short notice, the Company’s order book remains strong and reflects commitments to maintain operations at full capacity well into calendar 2008.
Capital expenditures during the quarter of $14,890,000 were used to purchase an additional 5,000 channels of ARAM ARIES recording equipment, 10 additional I/O vibrator energy source units, and to make technical improvements in all phases of the Company’s operations.
First Quarter 2008 Highlights
    Replaced an I/O System II MRX recording system on an existing crew with a 7,500 channel ARAM ARIES recording system purchased in fiscal 2007;
 
    Increased channel count from 10,000 to 11,500 on an existing ARAM ARIES crew;
 
    Increased channel count from 9,500 to 10,000 on an existing ARAM ARIES crew;
 
    Increased total channel count to in excess of 107,000;
 
    Took delivery of ten I/O vibrator energy source units bringing the Company’s total to 123 units; and
 
    Operated in West Texas, South Texas, Fort Worth Basin of Texas, New Mexico, Oklahoma, Arkansas, Colorado, Utah, Montana and West Virginia.
Jumper continued, “We are optimistic about the current business environment and look forward to 2008 with enthusiasm. Demand for our services remains robust. Growth opportunities exist in 2008 with improved efficiencies and pricing from increased channel count as we continue to add value by helping our clients lower finding and development costs with higher resolution 3D seismic data.”

 


 

     
NEWS RELEASE
Dawson Geophysical Company
508 W. Wall, Suite 800
Midland, TX 79701
  (DAWSON LOGO)
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 Company’s EBITDA, a non-GAAP financial measure. The Company defines EBITDA as net income plus interest expense, income taxes, depreciation and amortization expense. The Company uses EBITDA as a supplemental financial measure to assess:
    the financial performance of its assets without regard to financing methods, capital structures, taxes or historical cost basis;
 
    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
 
    the ability of the Company’s 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 Company’s 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 Company’s operating performance or liquidity, investors and others should not consider this data in isolation or as a substitute for net income, cash flow from operating activities or other cash flow data calculated in accordance with generally accepted accounting principles. In addition, the Company’s EBITDA may not be comparable to EBITDA or similar 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 Company’s EBITDA to its net income is presented in the table following the text of this press release.

 


 

     
NEWS RELEASE
Dawson Geophysical Company
508 W. Wall, Suite 800
Midland, TX 79701
  (DAWSON LOGO)
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 Company’s actual results of operations. These risks include, but are not limited to, dependence upon energy industry spending, the volatility of oil and gas prices, high fixed cost of operations, weather interruptions, the ability to obtain land access rights of way, industry competition, the ability to manage growth, and the availability of capital resources. A discussion of these and other factors, including risks and uncertainties, is set forth in the Company’s Form 10-K for the fiscal year ended September 30, 2007. 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.

 


 

DAWSON GEOPHYSICAL COMPANY
STATEMENTS OF OPERATIONS
                 
    Three Months Ended December 31,  
    2007     2006  
    (Unaudited)     (Unaudited)  
Operating revenues
  $ 77,599,000     $ 53,654,000  
Operating costs:
               
Operating expenses
    58,125,000       39,724,000  
General and administrative
    1,706,000       1,448,000  
Depreciation
    5,551,000       4,014,000  
 
           
 
    65,382,000       45,186,000  
 
               
Income from operations
    12,217,000       8,468,000  
Other income (expense):
               
Interest income
    218,000       154,000  
Interest expense
    (105,000 )      
Other
    (16,000 )     32,000  
 
           
Income before income tax
    12,314,000       8,654,000  
Income tax expense:
               
Current
    (4,540,000 )     (1,927,000 )
Deferred
    (70,000 )     (1,292,000 )
 
           
 
               
Net income
  $ 7,704,000     $ 5,435,000  
 
           
Net income per common share
  $ 1.01     $ 0.72  
 
           
Net income per common share-assuming dilution
  $ 1.00     $ 0.71  
 
           
Weighted average equivalent common shares outstanding
    7,660,100       7,553,809  
 
           
Weighted average equivalent common shares outstanding-assuming dilution
    7,720,101       7,635,013  
 
           
DAWSON GEOPHYSICAL COMPANY
BALANCE SHEETS
                 
    December 31,     September 30,  
    2007     2007  
    (Unaudited)          
ASSETS
               
Current assets:
               
Cash and cash equivalents
  $ 18,231,000     $ 14,875,000  
Accounts receivable, net of allowance for doubtful accounts of $176,000 in each period
    52,633,000       56,707,000  
Prepaid expenses and other assets
    2,651,000       815,000  
Current deferred tax asset
    1,325,000       693,000  
 
           
 
               
Total current assets
    74,840,000       73,090,000  
 
               
Property, plant and equipment
    222,044,000       207,427,000  
Less accumulated depreciation
    (89,991,000 )     (84,655,000 )
 
           
Net property, plant and equipment
    132,053,000       122,772,000  
 
           
 
  $ 206,893,000     $ 195,862,000  
 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities:
               
Accounts payable
  $ 17,073,000     $ 12,816,000  
Accrued liabilities:
               
Payroll costs and other taxes
    1,331,000       2,325,000  
Other
    13,858,000       14,263,000  
Deferred revenue
    2,312,000       2,922,000  
Line of credit
    5,000,000       5,000,000  
 
           
Total current liabilities
    39,574,000       37,326,000  
 
           
 
Deferred tax liability
    10,084,000       9,381,000  
 
               
Stockholders’ equity:
               
Preferred stock-par value $1.00 per share; 5,000,000 shares authorized, none outstanding
           
Common stock-par value $.33 1/3 per share; 50,000,000 shares authorized, 7,665,994 and 7,658,494 shares issued and outstanding in each period
    2,555,000       2,553,000  
Additional paid-in capital
    85,564,000       85,090,000  
Retained earnings
    69,116,000       61,512,000  
 
           
Total stockholders’ equity
    157,235,000       149,155,000  
 
           
 
  $ 206,893,000     $ 195,862,000  
 
           


 

Reconciliation of EBITDA to Net Income
                 
    Three Months Ended  
    December 31,  
    2007     2006  
    (in thousands)  
Net Income
  $ 7,704     $ 5,435  
Depreciation
    5,551       4,014  
Interest expense
    105        
Income tax expense
    4,610       3,219  
 
           
EBITDA
  $ 17,970     $ 12,668  
 
           
Reconciliation of EBITDA to Net Cash Provided by Operating Activities
                 
    Three Months Ended  
    December 31,  
    2007     2006  
    (in thousands)  
Net cash provided by operating activities
  $ 12,502     $ 3,194  
Changes in working capital items and other
    5,723       9,646  
Non-cash adjustments to income
    (255 )     (172 )
 
           
EBITDA
  $ 17,970     $ 12,668