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 14, 2006
DAWSON GEOPHYSICAL COMPANY
(Exact name of Registrant as specified in its charter)
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TEXAS
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2-71058
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75-0970548 |
(State of incorporation
or organization)
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(Commission file number)
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(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)) |
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition.
On November 14, 2006, Dawson Geophysical Company (the Company) issued a press release
reporting its operating results for its fiscal 2006 year-end and the quarter ended September 30,
2006, the Companys fourth quarter of fiscal 2006.
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.
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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 November 14, 2006. |
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: November 14, 2006 |
By: |
/s/ Christina W. Hagan
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Christina W. Hagan |
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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 November 14, 2006. |
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
RECORD FOURTH QUARTER AND YEAR END RESULTS
MIDLAND, Texas, November 14, 2006/ PR Newswire/ Dawson Geophysical Company (NASDAQ DWSN) today
reported record revenues of $168,550,000 for its fiscal year ending September 30, 2006 compared to
$116,663,000 for fiscal 2005, an increase of 44 percent. Revenue growth in fiscal 2006 was
primarily due to the expanded capabilities of existing crews, price improvements in the markets for
Dawsons services, and more favorable contract terms with Company clients, as well as the fielding
of the Companys twelfth seismic data acquisition crew in June of 2006.
Net income for fiscal 2006 was $15,855,000 compared to $10,016,000 in fiscal 2005, an increase of
58%. Earnings per share for fiscal 2006 were $2.11 compared to $1.50 in fiscal 2005. Reflected in
the fiscal 2006 per share data is a full year of the 1,800,000 additional shares of stock issued by
the Company in a public offering completed in March, 2005. Cash flow provided by operating
activities increased 109 percent from $12,300,000 to $25,743,000 in fiscal 2006. The Companys
EBITDA for fiscal 2006 was $38,551,000 compared to $22,766,000 in fiscal 2005, an increase of 69
percent.
Capital expenditures of $40,377,000 in fiscal 2006 were used, in part, to complete the fielding of
an additional data acquisition crew equipped with a 5000 channel Aram ARIES recording system in
June of 2006, to expand channel count on existing crews, to purchase additional energy source
units, and to replace an I/O System II recording system on an existing crew with a 5000 channel
Aram ARIES recording system in
September of 2006. The purchase of the second Aram ARIES was originally planned as a fiscal 2007
budget item.
NEWS RELEASE
Dawson Geophysical Company
508 W. Wall, Suite 800
Midland, TX 79701
The Companys Board of Directors had approved an initial fiscal 2007 capital budget of $20,000,000,
of which, $4,900,000 was used as part of the purchase of the second Aram ARIES recording system and
captured as an increase to the fiscal 2006 capital budget due to earlier than anticipated delivery
and deployment of the system. The balance of the capital budget will be used to add to the
Companys energy source fleet, 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.
Fourth Quarter Results
For the fourth quarter 2006, Dawson Geophysical reported record revenues of $51,491,000 compared to
$37,089,000 for the comparable 2005 period, an increase of 39 percent. Revenue growth in the
fourth quarter was primarily due to price improvements for the Companys services, expanded
capabilities of existing crews, and the operation of the twelfth crew. Recorded in the fourth
quarter revenues are unusually 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 increase in these charges was driven by the Companys
continued geographic expansion in response to exploration activities in the Appalachian Basin, the
Rocky Mountains, the Fayetteville Shale in Arkansas, and the Arkoma Basin. The Company is
reimbursed for these expenses by its clients.
Net income for the fourth quarter of fiscal 2006 was $4,963,000 compared to $2,732,000 in the
comparable 2005 period, an increase of 82 percent. Earnings per share were $0.66 for the fourth
quarter of fiscal 2006 compared to $0.37 per share in the fourth quarter of 2005. EBITDA increased
80 percent in the fourth quarter from $6,765,000 in fiscal 2005 to $12,145,000 in fiscal 2006.
NEWS RELEASE
Dawson Geophysical Company
508 W. Wall, Suite 800
Midland, TX 79701
Stephen Jumper, President and CEO of Dawson Geophysical Company said, Fiscal 2006, our
25th year as a public company, was a record year in terms of revenue, net income, and
EBITDA. The same can be said on a quarterly basis for the fourth
quarter of fiscal 2006. Our financial performance has been fueled by our growth in recent years in
both crew count and channel count.
Mr. Jumper, continued, Since early 2005, we have expanded from nine data acquisition crews to
twelve crews at the end of fiscal 2006, from approximately 38,000 recording channels to in excess
of 70,000 recording channels, and from 803 employees to 1,023 employees. The Companys expansion
is in response to continued demand for the geophysical services we provide as a result of increased
exploration efforts by oil and gas companies.
Fourth Quarter and Year-end Highlights
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Deployed and operated the Companys twelfth data acquisition crew equipped with an Aram
ARIES recording system in June of 2006. Added a second Aram ARIES recording system in
September. |
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Operated in West Texas, the Fort Worth Basin of Texas, South Texas, Oklahoma, North
Dakota, Wyoming, Arkansas, West Virginia, New York, Mississippi, New Mexico, California and
Utah. |
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Increased channel count in 2006, from approximately 58,000 to in excess of 70,000. |
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Increased the size of the vibrator energy source fleet to 95 units. |
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Commenced operations under an agreement with WesternGeco, a subsidiary of Schlumberger,
to provide Q-Land seismic data acquisition services in the Lower 48 United States. |
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Completed the data acquisition phase of a large 3-D multi-component seismic project in
West Texas, the Companys seventh such project in the last three years. |
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Joined the Russell 3000 Index. |
NEWS RELEASE
Dawson Geophysical Company
508 W. Wall, Suite 800
Midland, TX 79701
During the first quarter of fiscal 2007 the Company provisionally fielded an additional data
acquisition crew with the redeployment of an existing I/O System II recording system and intends to
deploy this crew from time to time as opportunities arise. With the addition of the newest crew,
Dawson currently operates thirteen crews across the lower 48 states. Of the thirteen crews two are
equipped with Aram ARIES recording systems, six with I/O System II RSR recording systems, four with
I/O System II cable based recording systems, and one with the Q-Land recording system
under an agreement with WesternGeco. Eleven of the thirteen crews are currently utilizing vibrator
energy source units.
Mr. Jumper concluded, Demand for our services continues at record levels as a result of continued
exploration and development activities by our client base despite recent changes in oil and natural
gas prices. Our current order book remains strong and reflects commitments sufficient to maintain
operations at full capacity well into calendar 2007. In response to this continued demand, we
provisionally fielded an additional data acquisition crew, our thirteenth crew, with the
redeployment of an existing I/O System II in the first quarter of fiscal 2007. We look forward to
2007 with great enthusiasm as our employees continue to deliver value for our clients and
shareholders.
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:
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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
NEWS RELEASE
Dawson Geophysical Company
508 W. Wall, Suite 800
Midland, TX 79701
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,
weather interruptions, the ability to obtain land access rights of way 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, 2005. 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.
Statements of Operations
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2006 |
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2005 |
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2004 |
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Operating revenues |
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$ |
168,550,000 |
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$ |
116,663,000 |
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$ |
69,346,000 |
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Operating costs: |
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Operating expenses |
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125,848,000 |
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90,465,000 |
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55,618,000 |
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General and administrative |
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4,808,000 |
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4,490,000 |
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2,675,000 |
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Depreciation |
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13,338,000 |
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8,179,000 |
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4,653,000 |
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143,994,000 |
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103,134,000 |
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62,946,000 |
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Income from operations |
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24,556,000 |
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13,529,000 |
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6,400,000 |
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Other income: |
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Interest income |
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582,000 |
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507,000 |
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177,000 |
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Other |
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75,000 |
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486,000 |
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505,000 |
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Income before income tax |
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25,213,000 |
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14,522,000 |
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7,082,000 |
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Income tax expense: |
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Current |
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(4,886,000 |
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(2,035,000 |
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(96,000 |
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Deferred |
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(4,472,000 |
) |
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(2,471,000 |
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1,632,000 |
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(9,358,000 |
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(4,506,000 |
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1,536,000 |
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Net income |
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$ |
15,855,000 |
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$ |
10,016,000 |
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$ |
8,618,000 |
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Net income per common share |
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$ |
2.11 |
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$ |
1.50 |
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$ |
1.55 |
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Net income per common share-assuming dilution |
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$ |
2.09 |
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$ |
1.48 |
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$ |
1.53 |
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Weighted average equivalent common shares outstanding |
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7,518,372 |
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6,705,791 |
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5,558,646 |
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Weighted average equivalent common
shares outstanding-assuming dilution |
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7,599,555 |
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6,795,295 |
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5,631,397 |
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NEWS RELEASE
Dawson Geophysical Company
508 W. Wall, Suite 800
Midland, TX 79701
Balance Sheets
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September 30, |
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September 30, |
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2006 |
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2005 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
8,064,000 |
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$ |
2,803,000 |
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Short-term investments |
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6,437,000 |
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20,326,000 |
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Accounts receivable, net of allowance
for doubtful accounts of $148,000 in 2006
and $331,000 in 2005 |
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46,074,000 |
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28,696,000 |
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Prepaid expenses and other assets |
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690,000 |
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1,127,000 |
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Current deferred tax assets |
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1,619,000 |
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1,229,000 |
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Total current assets |
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62,884,000 |
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54,181,000 |
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Property, plant and equipment |
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160,740,000 |
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124,478,000 |
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Less accumulated depreciation |
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(74,206,000 |
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(64,532,000 |
) |
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Net property, plant and equipment |
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86,534,000 |
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59,946,000 |
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$ |
149,418,000 |
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$ |
114,127,000 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
16,280,000 |
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$ |
6,601,000 |
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Accrued liabilities: |
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Payroll costs and other taxes |
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1,958,000 |
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1,198,000 |
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Other |
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4,195,000 |
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2,182,000 |
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Deferred revenue |
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863,000 |
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190,000 |
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Total current liabilities |
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23,296,000 |
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10,171,000 |
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Deferred tax liability |
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6,914,000 |
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2,052,000 |
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Stockholders equity: |
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Preferred stock-par value $1.00 per share; |
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5,000,000 shares authorized, none outstanding |
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- - |
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Common stock-par value $.33 1/3 per share; |
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50,000,000 and 10,000,000 shares authorized in each
period; 7,549,244 and 7,484,044 shares issued
and outstanding in each period |
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2,517,000 |
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2,495,000 |
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Additional paid-in capital |
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82,370,000 |
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80,987,000 |
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Other comprehensive income, net of tax |
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(33,000 |
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(77,000 |
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Retained earnings |
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34,354,000 |
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18,499,000 |
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Total stockholders equity |
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119,208,000 |
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101,904,000 |
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$ |
149,418,000 |
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$ |
114,127,000 |
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NEWS RELEASE
Dawson Geophysical Company
508 W. Wall, Suite 800
Midland, TX 79701
Reconciliation of EBITDA to Net Income
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Three Months Ended |
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Fiscal Year Ended |
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September 30 |
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September 30 |
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2006 |
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2005 |
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2006 |
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2005 |
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(in thousands) |
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(in thousands) |
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Net Income |
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$ |
4,963 |
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$ |
2,732 |
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$ |
15,855 |
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$ |
10,016 |
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Depreciation |
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3,781 |
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|
2,660 |
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13,338 |
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8,179 |
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Interest expense |
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65 |
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Income tax expense |
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|
3,401 |
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|
1,373 |
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9,358 |
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4,506 |
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EBITDA |
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$ |
12,145 |
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$ |
6,765 |
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$ |
38,551 |
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$ |
22,766 |
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Reconciliation
of EBITDA to Net Cash Provided by Operating Activities
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Fiscal Year Ended |
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September 30 |
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2006 |
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2005 |
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(in thousands) |
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Net cash provided by operating activities |
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$ |
25,743 |
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$ |
12,300 |
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Changes in working capital items and other |
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13,483 |
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10,540 |
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Non-cash adjustments to income |
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(675 |
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(74 |
) |
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EBITDA |
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$ |
38,551 |
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$ |
22,766 |
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For additional information:
L. Decker Dawson, Chairman of the
Board
Stephen C. Jumper, President and Chief Executive
Officer
Christina W. Hagan, Chief Financial
Officer
1-800-332-9766