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): November 5, 2008
DAWSON GEOPHYSICAL COMPANY
(Exact name of Registrant as specified in its charter)
|
|
|
|
|
TEXAS
|
|
0-10144
|
|
75-0970548 |
(State of incorporation
|
|
(Commission file number)
|
|
(I.R.S. employer identification number) |
or organization) |
|
|
|
|
|
|
|
508 W. WALL, SUITE 800 |
|
|
MIDLAND, TEXAS
|
|
79701 |
(Address of principal executive offices)
|
|
(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):
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)) |
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition.
On November 5, 2008, Dawson Geophysical Company (the Company) issued a press release
reporting its operating results for its fiscal 2008 year-end and the quarter ended September 30,
2008, the Companys fourth quarter of fiscal 2008.
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 November 5, 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: November 5, 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 November 5, 2008. |
exv99w1
Exhibit 99.1
NEWS RELEASE
Dawson Geophysical Company
508 W. Wall, Suite 800
Midland, TX 79701
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
FOURTH QUARTER AND RECORD YEAR END RESULTS
MIDLAND, Texas, November 5, 2008/ PR Newswire/ Dawson Geophysical Company (NASDAQ DWSN) today
reported record revenues of $324,926,000 for its fiscal year ending September 30, 2008 compared to
$257,763,000 for fiscal 2007, an increase of 26 percent. Revenue growth was primarily the result of
the addition of new seismic data acquisition crews in September 2007 and May 2008, the upgrading of
recording systems on existing crews, along with increased channel counts and productivity on
existing crews.
Net income for fiscal 2008 was $35,007,000 compared to $27,158,000 in fiscal 2007, an increase of
29 percent. Basic earnings per share for fiscal 2008 were $4.57 compared to $3.57 in fiscal 2007.
The Companys EBITDA for fiscal 2008 was $81,142,000 compared to $62,706,000 in fiscal 2007, an
increase of 29 percent.
Stephen Jumper, President and CEO of Dawson Geophysical Company said, Fiscal 2008 was a record
year for revenue, net income, and EBITDA. During the year we expanded channel count to in excess of
117,000, added thirty vibrator energy source units and one additional data acquisition crew. In the
fourth quarter we repaid all $20,000,000 outstanding under our revolving line of credit. Despite
recent changes in oil and natural gas prices, demand for our services, particularly by clients
seeking natural gas, continues at high levels. Although our clients may cancel their service
contracts on short notice, our current order book remains strong reflecting commitments sufficient
to maintain operations at full capacity well into calendar 2009 in producing basins all across the
lower 48.
Capital expenditures of $52,861,000 in fiscal 2008 were used, in part, to complete the fielding of
an additional data acquisition crew, expand channel count on existing crews, purchase additional
energy source units, and replace two I/O System II MRX recording systems on existing crews with
ARAM ARIES recording systems.
The Companys Board of Directors has approved an initial fiscal 2009 capital budget of $20,000,000.
The capital budget will be used to purchase additional recording channels, make technical
improvements in various phases of the Companys operations, and meet maintenance capital
requirements. These expenditures will allow the Company to maintain its competitive position as it
responds to client desire for higher resolution subsurface images.
NEWS RELEASE
Dawson Geophysical Company
508 W. Wall, Suite 800
Midland, TX 79701
Fourth Quarter Results
For the fourth quarter 2008, Dawson Geophysical reported revenues of $84,396,000 compared to
$75,537,000 for the comparable 2007 period, an increase of 12 percent. Revenue growth in the
quarter compared to the 2007 period was primarily the result of the addition of new seismic data
acquisition crews in September 2007 and May 2008, the upgrading of recording systems on existing
crews, and increased channel count and productivity on existing crews. The Companys fourth quarter
revenues were somewhat negatively impacted by inclement weather as well as the Companys inability
to obtain land access agreements in a timely manner on several projects, each of which caused
disruptions to crew scheduling.
Revenues in the fourth quarter of fiscal 2007 and during fiscal 2008 continued to include high
third-party charges primarily related to the use of helicopter support services, specialized survey
technologies, and dynamite energy sources all of which are utilized in areas with limited access.
The high sustained level of these charges has been driven by the Companys continued operations in
the Appalachian Basin, the Rocky Mountains, the Fayetteville Shale in Arkansas, and the Arkoma
Basin. The Company is reimbursed for these charges by its clients.
Net income for the fourth quarter of fiscal 2008 was $9,304,000 compared to $8,794,000 in the
comparable 2007 period, an increase of 6 percent. Basic earnings per share were $1.21 for the
fourth quarter of fiscal 2008 compared to $1.15 per share in the fourth quarter of 2007. EBITDA
increased 11 percent in the fourth quarter from $19,377,000 in fiscal 2007 to $21,547,000 in the
same period of fiscal 2008.
NEWS RELEASE
Dawson Geophysical Company
508 W. Wall, Suite 800
Midland, TX 79701
Fourth Quarter and Year-End 2008 Highlights
|
|
|
Repaid all $20,000,000 outstanding under the Companys revolving line of credit
in the fourth quarter. |
|
|
|
|
Replaced an I/O System II MRX on an existing crew with a 7,500 channel ARAM ARIES
recording system. |
|
|
|
|
Replaced an I/O System II MRX recording system on an existing crew with an 8,000
channel ARAM ARIES recording system. |
|
|
|
|
Took delivery of thirty ION vibrator energy source units. |
|
|
|
|
Added four IVI Enviro mini-vibrator energy source units used to operate in urban
and sensitive environments. The Company operates eight such units. |
|
|
|
|
Increased channel count from 102,000 to in excess of 117,000. |
|
|
|
|
Redeployed an existing I/O System II MRX recording system on an additional crew,
bringing the total to sixteen crews. |
|
|
|
|
Operated in West Texas, South Texas, Fort Worth Basin of Texas, New Mexico,
Oklahoma, Arkansas, Colorado, Utah, Montana, West Virginia, Pennsylvania, California,
Louisiana, Nevada, and New York. |
NEWS RELEASE
Dawson Geophysical Company
508 W. Wall, Suite 800
Midland, TX 79701
With the addition of the newest crew in May, Dawson currently operates sixteen crews across the
lower 48 states. Of the sixteen crews, seven are equipped with ARAM ARIES recording systems, six
with I/O System II RSR recording systems, and three with I/O System II MRX cable-based recording
systems.
The Company plans to replace an I/O System II MRX recording system on an existing crew with an ARAM
ARIES II recording system in the first quarter of fiscal 2009. The newest ARAM system, the
Companys eighth such system, will be equipped with recording channels from existing ARAM crews
upon the completion of several large channel-count projects. The Company expects to continue the
operation of the I/O System II MRX on a new small 2D crew working in the Appalachian Basin on a
short term basis to meet current demand.
Mr. Jumper concluded, In todays difficult oil and natural gas environment, exploration and
production companies rely on our services and seismic expertise to identify oil and natural gas
reservoirs, lower their finding and development costs, increase their return on investments and
reduce drilling risk. As the leading provider of seismic services in the lower 48 states as
measured by the number of active crews, we help companies achieve those objectives by providing
high resolution seismic images of the subsurface. We are prepared to meet todays challenges with
improved efficiencies backed by our strengths which lie in our people, our client relationships,
our technology, our assets and our debt free balance sheet.
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 2-D, 3-D, 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.
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 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, 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 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 Companys EBITDA to its net
income is presented in the table following the text of this press release.
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, dependence upon energy industry spending, the volatility of oil and gas prices,
high fixed costs of operations, weather interruptions, the ability to obtain land access rights of
way, operational disruptions, 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 Companys 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 September 30, |
|
|
Twelve Months Ended September 30, |
|
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
|
|
(Unaudited) |
|
|
(Unaudited) |
|
|
(Unaudited) |
|
|
|
|
|
Operating revenues |
|
$ |
84,396,000 |
|
|
$ |
75,537,000 |
|
|
$ |
324,926,000 |
|
|
$ |
257,763,000 |
|
Operating costs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
61,373,000 |
|
|
|
54,960,000 |
|
|
|
237,484,000 |
|
|
|
190,117,000 |
|
General and administrative |
|
|
1,570,000 |
|
|
|
1,610,000 |
|
|
|
6,762,000 |
|
|
|
6,195,000 |
|
Depreciation |
|
|
6,531,000 |
|
|
|
5,250,000 |
|
|
|
24,253,000 |
|
|
|
18,103,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
69,474,000 |
|
|
|
61,820,000 |
|
|
|
268,499,000 |
|
|
|
214,415,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
14,922,000 |
|
|
|
13,717,000 |
|
|
|
56,427,000 |
|
|
|
43,348,000 |
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
87,000 |
|
|
|
133,000 |
|
|
|
497,000 |
|
|
|
749,000 |
|
Interest expense |
|
|
(166,000 |
) |
|
|
(145,000 |
) |
|
|
(482,000 |
) |
|
|
(145,000 |
) |
Other income (expense) |
|
|
7,000 |
|
|
|
277,000 |
|
|
|
(35,000 |
) |
|
|
506,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax |
|
|
14,850,000 |
|
|
|
13,982,000 |
|
|
|
56,407,000 |
|
|
|
44,458,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
(4,203,000 |
) |
|
|
(4,339,000 |
) |
|
|
(17,834,000 |
) |
|
|
(13,906,000 |
) |
Deferred |
|
|
(1,343,000 |
) |
|
|
(849,000 |
) |
|
|
(3,566,000 |
) |
|
|
(3,394,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
9,304,000 |
|
|
$ |
8,794,000 |
|
|
$ |
35,007,000 |
|
|
$ |
27,158,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per common share |
|
$ |
1.21 |
|
|
$ |
1.15 |
|
|
$ |
4.57 |
|
|
$ |
3.57 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per common share-assuming dilution |
|
$ |
1.20 |
|
|
$ |
1.14 |
|
|
$ |
4.53 |
|
|
$ |
3.54 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average equivalent common shares outstanding |
|
|
7,680,652 |
|
|
|
7,640,369 |
|
|
|
7,669,124 |
|
|
|
7,601,889 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average equivalent common
shares outstanding-assuming dilution |
|
|
7,725,995 |
|
|
|
7,697,728 |
|
|
|
7,728,651 |
|
|
|
7,669,462 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DAWSON GEOPHYSICAL COMPANY
BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2008 |
|
|
2007 |
|
|
|
(Unaudited) |
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
8,311,000 |
|
|
$ |
14,875,000 |
|
Accounts receivable, net of allowance for
doubtful accounts of $55,000 in September 2008
and $176,000 in September 2007 |
|
|
76,221,000 |
|
|
|
56,707,000 |
|
Prepaid expenses and other assets |
|
|
877,000 |
|
|
|
815,000 |
|
Current deferred tax asset |
|
|
873,000 |
|
|
|
693,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
86,282,000 |
|
|
|
73,090,000 |
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment |
|
|
250,519,000 |
|
|
|
207,427,000 |
|
Less accumulated depreciation |
|
|
(103,180,000 |
) |
|
|
(84,655,000 |
) |
|
|
|
|
|
|
|
Net property, plant and equipment |
|
|
147,339,000 |
|
|
|
122,772,000 |
|
|
|
|
|
|
|
|
|
|
$ |
233,621,000 |
|
|
$ |
195,862,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
15,308,000 |
|
|
$ |
12,816,000 |
|
Accrued liabilities: |
|
|
|
|
|
|
|
|
Payroll costs and other taxes |
|
|
3,363,000 |
|
|
|
2,325,000 |
|
Other |
|
|
14,869,000 |
|
|
|
14,263,000 |
|
Deferred revenue |
|
|
993,000 |
|
|
|
2,922,000 |
|
Line of credit |
|
|
|
|
|
|
5,000,000 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
34,533,000 |
|
|
|
37,326,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liability |
|
|
13,128,000 |
|
|
|
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, 7,794,744
and 7,658,494 shares issued and outstanding
in each period |
|
|
2,598,000 |
|
|
|
2,553,000 |
|
Additional paid-in capital |
|
|
87,051,000 |
|
|
|
85,090,000 |
|
Retained earnings |
|
|
96,311,000 |
|
|
|
61,512,000 |
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
185,960,000 |
|
|
|
149,155,000 |
|
|
|
|
|
|
|
|
|
|
$ |
233,621,000 |
|
|
$ |
195,862,000 |
|
|
|
|
|
|
|
|
Reconciliation of EBITDA to Net Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Twelve Months Ended |
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
|
|
(in thousands) |
|
|
|
|
|
|
(in thousands) |
|
|
|
|
|
Net Income |
|
$ |
9,304 |
|
|
$ |
8,794 |
|
|
$ |
35,007 |
|
|
$ |
27,158 |
|
Depreciation |
|
|
6,531 |
|
|
|
5,250 |
|
|
|
24,253 |
|
|
|
18,103 |
|
Interest expense |
|
|
166 |
|
|
|
145 |
|
|
|
482 |
|
|
|
145 |
|
Income tax expense |
|
|
5,546 |
|
|
|
5,188 |
|
|
|
21,400 |
|
|
|
17,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA |
|
$ |
21,547 |
|
|
$ |
19,377 |
|
|
$ |
81,142 |
|
|
$ |
62,706 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of EBITDA to Net Cash Provided by Operating Activities
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended |
|
|
|
September 30, |
|
|
|
2008 |
|
|
2007 |
|
|
|
(in thousands) |
|
|
|
|
|
Net cash provided by operating activities |
|
$ |
50,930 |
|
|
$ |
51,427 |
|
Changes in working capital items and other |
|
|
31,031 |
|
|
|
10,675 |
|
Non-cash adjustments to income |
|
|
(819 |
) |
|
|
604 |
|
|
|
|
|
|
|
|
EBITDA |
|
$ |
81,142 |
|
|
$ |
62,706 |
|
|
|
|
|
|
|
|