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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED DECEMBER 31, 2002 COMMISSION FILE NO. 2-71058
DAWSON GEOPHYSICAL COMPANY
INCORPORATED IN THE STATE OF TEXAS 75-0970548
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
508 WEST WALL, SUITE 800, MIDLAND, TEXAS 79701
(PRINCIPAL EXECUTIVE OFFICE)
TELEPHONE NUMBER: 915-684-3000
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
COMMON STOCK, $.33 1/3 PAR VALUE NONE
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 12 preceding months, 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 December 31, 2002
----- --------------------------------
COMMON STOCK, $.33 1/3 PAR VALUE 5,487,794 SHARES
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DAWSON GEOPHYSICAL COMPANY
--------------------------
INDEX
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Page No.
--------
Part I. Financial Information:
Item I. Financial Statements
Statements of Operations --
Three Months Ended December 31, 2002 and 2001 3
Balance Sheets --
December 31, 2002 and September 30, 2002 4
Statements of Cash Flows --
Three Months Ended December 31, 2002 and 2001 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk 12
Part II. Other Information 13
2
PART I. FINANCIAL INFORMATION
-----------------------------
Item 1. Financial Statements
DAWSON GEOPHYSICAL COMPANY
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
December 31
----------------------------
2002 2001
------------ ------------
Operating revenues $ 11,410,000 $ 8,220,000
Operating costs:
Operating expenses 10,836,000 8,001,000
General and administrative 578,000 499,000
Depreciation 1,003,000 1,123,000
------------ ------------
12,417,000 9,623,000
Loss from operations (1,007,000) (1,403,000)
Other income (expense):
Interest income 99,000 158,000
Other 5,000 72,000
Gain on disposal of assets 10,000 --
------------ ------------
Loss before income tax (893,000) (1,173,000)
Income tax benefit -- --
------------ ------------
Net loss $ (893,000) $ (1,173,000)
============ ============
Net loss per common share $ (.16) $ (.22)
============ ============
Net loss per common share-
assuming dilution $ (.16) $ (.22)
============ ============
Weighted average equivalent common
shares outstanding 5,475,093 5,450,028
============ ============
Weighted average equivalent common
shares outstanding-
assuming dilution 5,475,093 5,450,028
============ ============
See accompanying notes to the financial statements.
3
DAWSON GEOPHYSICAL COMPANY
--------------------------
BALANCE SHEETS
December 31, September 30,
2002 2002
------------ ------------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 350,000 $ 1,309,000
Short-term investments 12,775,000 15,716,000
Accounts receivable, net of allowance
for doubtful accounts of $71,000 in
each period 11,104,000 7,613,000
Prepaid expenses 208,000 220,000
Income taxes receivable 400,000 400,000
------------ ------------
Total current assets 24,837,000 25,258,000
------------ ------------
Property, plant and equipment 77,003,000 75,649,000
Less accumulated depreciation (57,562,000) (56,616,000)
------------ ------------
Net property, plant and equipment 19,441,000 19,033,000
------------ ------------
$ 44,278,000 $ 44,291,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,557,000 $ 2,066,000
Accrued liabilities:
Payroll costs and other taxes 645,000 342,000
Other 297,000 297,000
------------ ------------
Total current liabilities 3,499,000 2,705,000
------------ ------------
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;
10,000,000 shares authorized, 5,487,794
and 5,467,294 issued and outstanding,
respectively 1,829,000 1,822,000
Additional paid-in capital 38,931,000 38,863,000
Other comprehensive income, net of tax 148,000 137,000
Retained earnings (129,000) 764,000
------------ ------------
Total stockholders' equity 40,779,000 41,586,000
------------ ------------
$ 44,278,000 $ 44,291,000
============ ============
See accompanying notes to the financial statements.
4
DAWSON GEOPHYSICAL COMPANY
--------------------------
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
December 31
----------------------------
2002 2001
------------ ------------
Cash flows from operating activities:
Net loss $ (893,000) $ (1,173,000)
Adjustments to reconcile net loss to net
cash provided (used) by operating activities:
Depreciation 1,003,000 1,123,000
Gain on disposal of assets (10,000) --
Stock based compensation 75,000 151,000
Other 25,000 12,000
Change in current assets and liabilities:
Decrease (increase) in accounts receivable (3,491,000) 3,694,000
Decrease (increase) in prepaid expenses 12,000 (55,000)
Increase (decrease) in accounts payable 491,000 (370,000)
Increase in accrued liabilities 303,000 67,000
------------ ------------
Net cash provided (used) by operating activities (2,485,000) 3,449,000
------------ ------------
Cash flows from investing activities:
Proceeds from disposal of assets 14,000 --
Capital expenditures (1,413,000) (287,000)
Proceeds from maturity of short-term
investments 4,000,000 6,000,000
Proceeds from sale of short-term
Investments 1,927,000 --
Acquisition in short-term investments (3,002,000) (4,008,000)
------------ ------------
Net cash provided by (used in)
investing activities 1,526,000 1,705,000
------------ ------------
Net increase (decrease) in cash and
cash equivalents (959,000) 5,154,000
Cash and cash equivalents at beginning
of period 1,309,000 4,338,000
------------ ------------
Cash and cash equivalents at end of period $ 350,000 $ 9,492,000
============ ============
See accompanying notes to the financial statements.
5
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 necessary for
the periods presented. The results of operations for the three months ended
December 31, 2002, are not necessarily indicative of the results to be expected
for the fiscal year.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted in this Form 10-Q report pursuant to certain
rules and regulations of the Securities and Exchange Commission. These financial
statements should be read with the financial statements and notes included in
the Company's 2002 Form 10-K.
CRITICAL ACCOUNTING POLICIES
The following accounting policies require management assumptions and estimates
which could result in materially different amounts to be reported if conditions
or underlying circumstances were to change.
Revenue Recognition
- -------------------
The Company recognizes revenues when services are performed. The Company also
receives reimbursements for certain out-of-pocket expenses under the terms of
its master contracts. Amounts billed to clients are recorded in revenue at the
gross amount including out-of-pocket expenses which will be reimbursed by the
client.
Allowance for Doubtful Accounts
- -------------------------------
Management prepares its allowance for doubtful accounts receivable based on its
past experience of historical write-offs and review of past due accounts. The
inherent volatility of the energy industry's business cycle can cause swift and
unpredictable changes in the financial stability of the Company's customers.
Impairment of Long-lived Assets
- -------------------------------
Long-lived assets are reviewed for impairment when triggering events occur
suggesting a deterioration in the asset's recoverability or fair value.
Recognition of an impairment is required if future expected net cash flows are
insufficient to recover the carrying value of the amounts. Management's forecast
of future cash flow used to perform impairment analysis includes estimates of
future revenues and future gross margins. If the Company is unable to achieve
these cash flows, management's estimates would be revised resulting in an
impairment charge in the period of revision.
6
Depreciable Lives of Property, Plant and Equipment
- --------------------------------------------------
Property, Plant and Equipment is capitalized at historical cost and depreciated
over the useful life of the asset. Management's estimation of this useful life
is based on circumstances that exist in the seismic industry and information
available at the time of the purchase of the asset. As circumstances change and
new information becomes available these estimates could change.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The FASB has issued 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. As of December 31, 2002 the Company has not
incurred any obligations associated with asset retirements.
On October 3, 2001, the FASB issued Statement No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets". This pronouncement supercedes FAS
121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed" and eliminates the requirement of Statement 121 to
allocate goodwill to long-lived assets to be tested for impairment. Statement
144 also describes a probability-weighted cash flow estimation approach to deal
with situations in which alternative courses of action to recover the carrying
amount of a long-lived asset are under consideration or a range is estimated for
the amount of possible future cash flows. The statement also establishes a
"primary-asset" approach to determine the cash flow estimation period for a
group of assets and liabilities that represents the unit of accounting for a
long-lived asset to be held and used. The provisions of this Statement are
effective for financial statements issued for fiscal years beginning after
December 15, 2001, and interim periods within those fiscal years. Implementation
of this had no impact on the Company's financial statement.
In April 2002, the FASB issued Statement No. 145, "Recission of FASB
Statements 4, 44, and 64, Amendment of FASB Statement 13, and Technical
Corrections". Most significantly, this Statement eliminates the requirements
under Statement 4 to aggregate all gains and losses from extinguishment of debt,
and if material, be classified as an extraordinary item. As a result, gains and
losses from extinguishment of debt should be classified as extraordinary items
only if they meet the criteria in Opinion 30. Applying the provisions of Opinion
30 will distinguish transactions that are part of an entity's recurring
operations from those that are unusual or infrequent or that meet the criteria
for classification as an extraordinary item. There is no current impact to the
Company as there is no debt.
In July 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities". The standard requires companies to
recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
Statement 146 is to be applied prospectively to exit or disposal activities
initiated after December 31, 2002. The Company expects no impact to its
financial statements as the Company does not anticipate exiting or disposing of
any of its activities.
7
2. NET INCOME PER COMMON SHARE
The Company accounts for earnings per share in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings per Share" (Statement 128").
Statement 128 replaced the calculation of primary and fully diluted earnings per
share with basic and diluted earnings per share. Unlike primary earnings per
share, basic earnings per share excludes any dilutive effects of options,
warrants and convertible securities. Diluted earnings per share is very similar
to the previously reported fully diluted earnings per share. All earnings per
share amounts for all periods have been presented, and when appropriate,
restated to conform to the Statement 128 requirements.
The following table sets forth the computation of basic and diluted net
income per common share:
Three Months Ended
December 31
---------------------------
2002 2001
------------ -----------
NUMERATOR:
Net loss and numerator for basic
and diluted net income per
common share-income available
to common stockholders $ (893,000) $(1,173,000)
------------ -----------
DENOMINATOR:
Denominator for basic net loss
per common share-weighted
average common shares 5,475,093 5,450,028
Effect of dilutive securities-
employee stock options -- --
------------ -----------
Denominator for diluted net
loss per common share-
adjusted weighted average
common shares and assumed
conversions 5,475,093 5,450,028
Net loss per common share $ (.16) $ (.22)
============ ===========
Net loss per common share-
assuming dilution $ (.16) $ (.22)
============ ===========
Employee stock options to purchase shares of common stock were outstanding
during fiscal year 2002 and 2001 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.
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 fluctuate in response
to activity levels in the oil and gas exploration and production sector and
additionally 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
At December 31, 2002, the Company is operating all six of its crews and expects
to continue at this level based on continued stable pricing and the number of
bid proposals. Capital expenditures will be increased in fiscal 2003 primarily
to satisfy client demand for increased channel count. The Company has opened an
office in Oklahoma City to service the mid-continent and eastern United States
and to strengthen services in the Rocky Mountain region. Demand for the
Company's services is related to crude oil and natural gas prices.
RESULTS OF OPERATIONS
The Company's operating revenues for the first quarter of fiscal 2003 increased
38.8% from $8,220,000 to $11,410,000. Revenues have been positively impacted in
fiscal 2003 by continued stable pricing and the increase in operations from five
to six crews in November 2002. Inclement weather and logistic delays had a
negative impact on the first quarter revenues of fiscal 2003. The Company
estimates lost revenues due to weather during the quarter to have been in excess
of $2,000,000.
Operating expenses increased 35.4% in the first quarter of fiscal 2003 as
compared to the same period of fiscal 2002 as a result of increased demand for
the Company's services. The Company began fiscal 2002 with five crews operating
and reduced to four during the quarter ended December 31, 2001. In fiscal 2003
the Company began with five crews in operation and expanded to six in November
2002. The increase in operating expenses consists primarily of costs associated
with the increase in personnel necessary to operate six crews and the increasing
costs of insurance inherent in the insurance industry.
9
General and administrative expenses for the quarter ended December 31, 2002
totaled $578,000, an increase of $79,000 from the same period of fiscal 2002.
The increase reflects advertising costs associated with website and trade show
booth enhancements as well as accrual of property taxes. General and
administrative expenses represent five percent of the revenues of the quarter
ended December 31, 2002 and six percent of the revenues for the same period of
the prior fiscal year.
Depreciation for the quarter ended December 31, 2002 totaled $1,003,000, as
compared to $1,123,000 for the same period of fiscal 2002. Assets purchased
during the years with relatively large capital expenditures before the
restricted budgets beginning in fiscal 1999 are becoming fully depreciated.
Total operating costs for the first quarter of fiscal 2003 totaled $12,417,000,
an increase of 29% from the same period of fiscal 2002 due to the factors
described above. There is a 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 first quarter of fiscal 2003 or 2002
due to a pretax loss. The Company has no income tax benefit remaining due to the
establishment of a valuation allowance.
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOWS
Net cash used by operating activities of $2,485,000 in the quarter ended
December 31, 2002 primarily reflects the net loss for the quarter offset by
changes in working capital components. The increase in accounts receivable is
indicative of revenues of $11,410,000 in the first quarter of fiscal 2003 as
compared to revenues of $9,800,000 from the fourth quarter of fiscal 2002
combined with expansion to six operating crews. The Company considers its
accounts receivable collectible.
Net cash provided by investing activities in the first quarter of fiscal 2003
represents management of short-term investments and use of proceeds for capital
expenditures and working capital.
There are no cash flows resulting from financing activities for the first
quarters of fiscal 2003 or 2002.
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. The Company maintains 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. 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 and cash flow from operations are adequate to meet its current
operational needs and finance capital needs as determined by market demand and
technological developments. The Company is currently not subject to any
financing arrangements; however, it believes that financing through traditional
sources is available.
10
CRITICAL ACCOUNTING POLICIES
The following accounting policies require management assumptions and estimates
which could result in materially different amounts to be reported if conditions
or underlying circumstances were to change.
Revenue Recognition
- -------------------
The Company recognizes revenues when services are performed. The Company also
receives reimbursements for certain out-of-pocket expenses under the terms of
its master contracts. Amounts billed to clients are recorded in revenue at the
gross amount including out-of-pocket expenses which will be reimbursed by the
client.
Allowance for Doubtful Accounts
- -------------------------------
Management prepares its allowance for doubtful accounts receivable based on its
past experience of historical write-offs and review of past due accounts. The
inherent volatility of the energy industry's business cycle can cause swift and
unpredictable changes in the financial stability of the Company's customers.
Impairment of Long-lived Assets
- -------------------------------
Long-lived assets are reviewed for impairment when triggering events occur
suggesting a deterioration in the asset's recoverability or fair value.
Recognition of an impairment is required if future expected net cash flows are
insufficient to recover the carrying value of the amounts. Management's forecast
of future cash flow used to perform impairment analysis includes estimates of
future revenues and future gross margins. If the Company is unable to achieve
these cash flows, management's estimates would be revised resulting in an
impairment charge in the period of revision.
Depreciable Lives of Property, Plant and Equipment
- --------------------------------------------------
Property, Plant and Equipment is capitalized at historical cost and depreciated
over the useful life of the asset. Management's estimation of this useful life
is based on circumstances that exist in the seismic industry and information
available at the time of the purchase of the asset. As circumstances change and
new information becomes available these estimates could change..
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The FASB has issued 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. As of December 31, 2002 the Company has not
incurred any obligations associated with asset retirements.
On October 3, 2001, the FASB issued Statement No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets". This pronouncement supercedes FAS
121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed" and eliminates the requirement of Statement 121 to
allocate goodwill to long-lived assets to be tested for impairment. Statement
144 also describes a probability-weighted cash flow estimation approach to deal
with situations in which alternative courses of action to recover the carrying
amount of a long-lived asset are under consideration or a range is estimated for
the amount of possible future cash flows. The statement also establishes a
"primary-asset" approach to determine the cash flow estimation period for a
group of assets and liabilities that represents the unit of accounting for a
long-lived asset to be held and used. The provisions of this Statement are
effective for financial statements issued for fiscal years beginning after
December 15, 2001, and interim periods within those fiscal years. Implementation
of this had no impact on the Company's financial statement.
11
In April 2002, the FASB issued Statement No. 145, "Recission of FASB
Statements 4, 44, and 64, Amendment of FASB Statement 13, and Technical
Corrections". Most significantly, this Statement eliminates the requirements
under Statement 4 to aggregate all gains and losses from extinguishment of debt,
and if material, be classified as an extraordinary item. As a result, gains and
losses from extinguishment of debt should be classified as extraordinary items
only if they meet the criteria in Opinion 30. Applying the provisions of Opinion
30 will distinguish transactions that are part of an entity's recurring
operations from those that are unusual or infrequent or that meet the criteria
for classification as an extraordinary item. There is no current impact to the
Company as there is no debt.
In July 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities". The standard requires companies to
recognize costs associated with exit or disposal activities when they are
incurred rather than at the date of a commitment to an exit or disposal plan.
Statement 146 is to be applied prospectively to exit or disposal activities
initiated after December 31, 2002. The Company expects no impact to its
financial statements as the Company does not anticipate exiting or disposing of
any of its activities.
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 December 31, 2002 the Company had no indebtedness. The
Company's short-term investments were fixed-rate and the Company does not
necessarily intend to hold them to maturity, and therefore, the short-term
investments expose the Company to the risk of earnings or cash flow loss due to
changes in market interest rates. As of December 31, 2002, the carrying value of
the investments approximate fair value. 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.
12
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) No reports on Form 8-K were filed by the Company during the
quarter ended December 31, 2002.
13
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, thereunto duly authorized.
DAWSON GEOPHYSICAL COMPANY
--------------------------
(REGISTRANT)
By: /s/ L. Decker Dawson
------------------------------
L. Decker Dawson
Chairman of the Board and
Chief Executive Officer
/s/ Christina W. Hagan
------------------------------
Christina W. Hagan
Chief Financial Officer
Date: January 28, 2003
14
CERTIFICATION
I, L. Decker Dawson, certify that:
1. I have reviewed this periodic report on Form 10-Q of Dawson Geophysical
Company;
2. Based on my knowledge, this periodic report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this periodic report;
3. Based on my knowledge, the financial statements, and other financial
information included in this periodic report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
periodic report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this periodic report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
periodic report (the "Evaluation Date"); and
c) presented in this periodic report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
periodic report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: January 28, 2003 Signature: /s/ L. Decker Dawson
--------------------------
L. Decker Dawson
Chairman of the Board
Chief Executive Officer
15
CERTIFICATION
I, Christina W. Hagan, certify that:
1. I have reviewed this periodic report on Form 10-Q of Dawson Geophysical
Company;
2. Based on my knowledge, this periodic report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this periodic report;
3. Based on my knowledge, the financial statements, and other financial
information included in this periodic report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
periodic report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this periodic report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
periodic report (the "Evaluation Date"); and
c) presented in this periodic report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
periodic report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: January 28, 2003 Signature: /s/ Christina W. Hagan
-----------------------
Christina W. Hagan
Senior Vice President
Chief Financial Officer
16
EXHIBIT 99.1
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CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the periodic report of Dawson Geophysical Company (the
"Company") Form 10-Q for the period ending December 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, L.
Decker Dawson, Chairman and Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13 (a) or
15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d);
and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Dated: January 28, 2003 /s/ L. Decker Dawson
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Chairman and Chief Executive Officer
EXHIBIT 99.2
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CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the periodic report of Dawson Geophysical Company (the
"Company") Form 10-Q for the period ending December 31, 2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Christina W. Hagan, Vice President and Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13 (a) or
15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d);
and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Dated: January 28, 2003 /s/ Christina W. Hagan
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Vice President and Chief
Financial Officer