e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended June 30, 2011
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period From ________to________
Commission File No. 001-34404
DAWSON GEOPHYSICAL COMPANY
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Texas
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75-0970548 |
(State or other jurisdiction of
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(I.R.S. Employer |
incorporation or organization)
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identification No.) |
508 West Wall, Suite 800, Midland, Texas 79701
(Principal Executive Office)
Telephone Number: 432-684-3000
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 preceding 12 months (or
for such shorter period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes
þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
Indicate the number of shares outstanding of each of the registrants classes of common stock,
as of the latest practicable date.
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Title of Each Class
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Outstanding at August 9, 2011 |
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Common Stock, $.33 1/3 par value
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7,910,885 shares |
DAWSON GEOPHYSICAL COMPANY
INDEX
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
DAWSON GEOPHYSICAL COMPANY
STATEMENTS OF OPERATIONS
(UNAUDITED)
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Three Months Ended June 30, |
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Nine Months Ended June 30, |
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2011 |
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2010 |
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2011 |
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2010 |
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Operating revenues |
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$ |
98,033,000 |
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$ |
61,178,000 |
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$ |
249,023,000 |
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$ |
146,093,000 |
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Operating costs: |
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Operating expenses |
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85,431,000 |
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54,098,000 |
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225,324,000 |
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133,245,000 |
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General and administrative |
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3,804,000 |
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1,635,000 |
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9,396,000 |
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5,281,000 |
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Depreciation |
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7,900,000 |
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7,016,000 |
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22,767,000 |
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20,188,000 |
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97,135,000 |
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62,749,000 |
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257,487,000 |
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158,714,000 |
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Income (loss) from operations |
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898,000 |
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(1,571,000 |
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(8,464,000 |
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(12,621,000 |
) |
Other income: |
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Interest income |
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2,000 |
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20,000 |
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33,000 |
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78,000 |
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Other income |
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21,000 |
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126,000 |
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603,000 |
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223,000 |
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Income (loss) before income tax |
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921,000 |
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(1,425,000 |
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(7,828,000 |
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(12,320,000 |
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Income tax (expense) benefit |
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(587,000 |
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406,000 |
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1,638,000 |
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4,379,000 |
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Net income (loss) |
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$ |
334,000 |
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$ |
(1,019,000 |
) |
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$ |
(6,190,000 |
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$ |
(7,941,000 |
) |
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Basic income (loss) per common share |
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$ |
0.04 |
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$ |
(0.13 |
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$ |
(0.79 |
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$ |
(1.02 |
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Diluted income (loss) per common share |
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$ |
0.04 |
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$ |
(0.13 |
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$ |
(0.79 |
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$ |
(1.02 |
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Weighted average equivalent common
shares outstanding |
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7,812,519 |
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7,779,256 |
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7,801,396 |
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7,776,740 |
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Weighted average equivalent common
shares outstanding
-assuming dilution |
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7,925,181 |
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7,779,256 |
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7,801,396 |
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7,776,740 |
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See accompanying notes to the financial statements (unaudited).
3
DAWSON GEOPHYSICAL COMPANY
BALANCE SHEETS
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June 30, |
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September 30, |
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2011 |
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2010 |
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(Unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
12,004,000 |
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$ |
29,675,000 |
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Short-term investments |
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20,012,000 |
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Accounts receivable, net of allowance
for doubtful accounts of $155,000 and $639,000 at June 30, 2011 and
September 30, 2010, respectively |
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84,451,000 |
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57,726,000 |
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Prepaid expenses and other assets |
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11,936,000 |
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7,856,000 |
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Current deferred tax asset |
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1,545,000 |
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1,764,000 |
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Total current assets |
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109,936,000 |
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117,033,000 |
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Property, plant and equipment |
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300,649,000 |
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248,943,000 |
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Less accumulated depreciation |
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(149,274,000 |
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(130,900,000 |
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Net property, plant and equipment |
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151,375,000 |
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118,043,000 |
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Total assets |
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$ |
261,311,000 |
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$ |
235,076,000 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
23,078,000 |
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$ |
14,274,000 |
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Accrued liabilities: |
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Payroll costs and other taxes |
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2,940,000 |
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3,625,000 |
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Other |
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8,400,000 |
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7,963,000 |
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Deferred revenue |
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5,031,000 |
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204,000 |
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Current maturities of notes payable |
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5,264,000 |
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Total current liabilities |
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44,713,000 |
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26,066,000 |
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Long-term liabilities: |
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Notes payable less current maturities |
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11,163,000 |
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Deferred tax liability |
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20,444,000 |
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18,785,000 |
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Total long-term liabilities |
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31,607,000 |
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18,785,000 |
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Stockholders equity: |
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Preferred stock-par value $1.00 per share;
5,000,000 shares authorized, none outstanding |
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Common stock-par value $.33 1/3 per share; 50,000,000 shares authorized,
7,910,885 and 7,902,106 shares issued and outstanding at June 30, 2011 and
September 30, 2010, respectively |
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2,637,000 |
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2,634,000 |
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Additional paid-in capital |
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91,363,000 |
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90,406,000 |
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Other comprehensive income, net of tax |
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4,000 |
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Retained earnings |
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90,991,000 |
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97,181,000 |
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Total stockholders equity |
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184,991,000 |
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190,225,000 |
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Total liabilities and stockholders equity |
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$ |
261,311,000 |
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$ |
235,076,000 |
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See accompanying notes to the financial statements (unaudited).
4
DAWSON GEOPHYSICAL COMPANY
STATEMENTS OF CASH FLOWS
(UNAUDITED)
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Nine Months Ended June 30, |
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2011 |
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2010 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net loss |
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$ |
(6,190,000 |
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$ |
(7,941,000 |
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Adjustments to reconcile net loss to
net cash (used) provided by operating activities: |
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Depreciation |
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22,767,000 |
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20,188,000 |
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Noncash compensation |
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1,422,000 |
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1,153,000 |
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Deferred income tax expense |
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1,449,000 |
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360,000 |
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Provision for bad debts |
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213,000 |
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199,000 |
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Other |
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(631,000 |
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(234,000 |
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Change in current assets and liabilities: |
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Increase in accounts receivable |
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(27,696,000 |
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(12,970,000 |
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Increase in prepaid expenses and other assets |
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(4,230,000 |
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(364,000 |
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Increase in accounts payable |
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7,847,000 |
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5,687,000 |
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Decrease in accrued liabilities |
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(247,000 |
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(2,376,000 |
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Increase (decrease) in deferred revenue |
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4,827,000 |
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(2,230,000 |
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Net cash (used) provided by operating activities |
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(469,000 |
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1,472,000 |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Capital expenditures, net of noncash capital additions
summarized below in noncash investing activities |
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(55,307,000 |
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(16,585,000 |
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Acquisition of short-term investments |
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(2,500,000 |
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(9,971,000 |
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Proceeds from maturity of short-term investments |
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22,500,000 |
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15,000,000 |
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Proceeds from disposal of assets |
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623,000 |
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499,000 |
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Partial proceeds on fire insurance claim |
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758,000 |
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Net cash used in investing activities |
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(33,926,000 |
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(11,057,000 |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Proceeds from note payable |
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16,427,000 |
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Proceeds from exercise of stock options |
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297,000 |
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Net cash provided by financing activities |
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16,724,000 |
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Net decrease in cash and cash equivalents |
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(17,671,000 |
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(9,585,000 |
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CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
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29,675,000 |
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36,792,000 |
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CASH AND CASH EQUIVALENTS AT END OF PERIOD |
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$ |
12,004,000 |
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$ |
27,207,000 |
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SUPPLEMENTAL CASH FLOW INFORMATION: |
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Cash paid during the period for income taxes |
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$ |
508,000 |
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$ |
797,000 |
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Cash received during the period for income taxes |
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$ |
202,000 |
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$ |
6,000,000 |
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NONCASH INVESTING ACTIVITIES: |
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Accrued purchases of property and equipment |
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$ |
957,000 |
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$ |
305,000 |
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Equipment purchase through asset trade in |
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$ |
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$ |
2,170,000 |
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Unrealized gain on investments |
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$ |
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$ |
48,000 |
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See accompanying notes to the financial statements (unaudited).
5
DAWSON GEOPHYSICAL COMPANY
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
1. ORGANIZATION AND NATURE OF OPERATIONS
Founded in 1952, the Company acquires and processes 2-D, 3-D and multi-component seismic data
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.
2. OPINION OF MANAGEMENT
Although the information furnished is unaudited, in the opinion of management of the Company,
the accompanying financial statements reflect all adjustments, consisting only of normal recurring
accruals, necessary for a fair statement of the results for the periods presented. The results of
operations for the three months and the nine months ended June 30, 2011 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 (the SEC). These financial statements should be read with the financial statements and
notes included in the Companys Form 10-K for the fiscal year ended September 30, 2010.
Significant Accounting Policies
The preparation of the Companys financial statements in conformity with generally accepted
accounting principles requires that certain assumptions and estimates be made that affect the
reported amounts of assets and liabilities at the dates of the financial statements and the
reported amounts of revenues and expenses during the reporting periods. Because of the use of
assumptions and estimates inherent in the reporting process, actual results could differ from those
estimates.
Fair Value of Financial Instruments. The carrying amounts for cash and cash equivalents,
short-term investments, trade and other receivables, other current assets, accounts payable and
other current liabilities approximate their fair values based on their short-term nature. The fair
value of investments is based on quoted market prices.
Concentrations of Credit Risk. Financial instruments that potentially expose the Company to
concentrations of credit risk at any given time may consist of cash and cash equivalents, money
market funds and overnight investment accounts, short-term investments, trade and other receivables
and other current assets. At June 30, 2011 and September 30, 2010, the Company had deposits with
domestic banks in excess of federally insured limits. Management believes the credit risk
associated with these deposits is minimal. Money market funds seek to preserve the value of the
investment, but it is possible to lose money investing in these funds. The Company invests funds
overnight under a repurchase agreement with its bank, which is collateralized by securities of the
United States Federal agencies. The Company generally invests in short-term U.S. Treasury
Securities. The Company believes its investments are of high credit quality. The Companys sales
are to clients whose activities relate to oil and natural gas exploration and production. The
Company generally extends unsecured credit to these clients; therefore, collection of receivables
may be affected by the economy surrounding the oil and natural gas industry or other economic
conditions. The Company closely monitors extensions of credit and may negotiate payment terms that
mitigate risk.
Revenue Recognition. Services are provided under cancelable service contracts. These contracts
are either turnkey or term agreements. Under both types of agreements, the Company recognizes
revenues when revenue is realizable and services have been performed. Services are defined as the
commencement of data acquisition or processing operations. Revenues are considered realizable when
earned according to the terms of the service contracts. Under turnkey agreements, revenue is
recognized on a per unit of data acquired rate as services are performed. Under term agreements,
revenue is recognized on a per unit of time worked rate as services are performed. In the case of a
cancelled service contract, revenue is recognized and the customer is billed for services performed
up to the date of cancellation.
The Company receives reimbursements for certain out-of-pocket expenses under the terms of the
service contracts. Amounts billed to clients are recorded in revenue at the gross amount, including
out-of-pocket expenses that are reimbursed by the client.
In some instances, customers are billed in advance of the performance of services. In those
cases, the Company recognizes the liability as deferred revenue. As services are performed, those
amounts are reversed and recognized as revenue.
6
Allowance for Doubtful Accounts. Management prepares its allowance for doubtful accounts
receivable based on its review of past-due accounts, its past experience of historical write-offs and its current client base.
While the collectability of outstanding client invoices is continually assessed, the inherent
volatility of the energy industrys business cycle can cause swift and unpredictable changes in the
financial stability of the Companys clients.
Impairment of Long-lived Assets. Long-lived assets are reviewed for impairment when triggering
events occur that suggest deterioration in the assets recoverability or fair value. Recognition of
an impairment charge is required if future expected undiscounted net cash flows are insufficient to
recover the carrying value of the assets and the fair value of the assets is below the carrying
value of the assets. Managements forecast of future cash flows used to perform impairment analysis
includes estimates of future revenues and expenses based on the Companys anticipated future
results while considering anticipated future oil and natural gas prices, which is fundamental in
assessing demand for the Companys services. If the carrying amount of the assets exceeds the
estimated expected undiscounted future cash flows, the Company measures the amount of possible
impairment by comparing the carrying amount of the assets to their fair value.
Depreciable Lives of Property, Plant and Equipment. Property, plant and equipment are
capitalized at historical cost and depreciated over the useful lives of the assets. Managements
estimation of useful lives is based on circumstances that exist in the seismic industry and
information available at the time of the purchase of the assets. As circumstances change and new
information becomes available, these estimates could change.
Depreciation is computed using the straight-line method. When assets are retired or otherwise
disposed of, the cost and related accumulated depreciation are removed from the balance sheet, and
any resulting gain or loss is reflected in the results of operations for the period.
Tax Accounting. The Company accounts for income taxes by recognizing amounts of taxes payable
or refundable for the current year and an asset and liability approach in recognizing the amount of
deferred tax assets and liabilities for the future tax consequences of events that have been
recognized in the Companys financial statements or tax returns. Management determines deferred
taxes by identifying the types and amounts of existing temporary differences, measuring the total
deferred tax asset or liability using the applicable tax rate in effect for the year in which those
temporary differences are expected to be recovered or settled. The effect of a change in tax rates
of deferred tax assets and liabilities is recognized in income in the year of an enacted rate
change. The deferred tax asset is reduced by a valuation allowance if, based on available evidence,
it is more likely than not that some portion or all of the deferred tax asset will not be realized.
Managements methodology for recording income taxes requires judgment regarding assumptions and the
use of estimates, including determining the effective tax rate and the valuation of deferred tax
assets, which can create variances between actual results and estimates and could have a material
impact on the Companys provision or benefit for income taxes.
Stock-Based Compensation. The Company accounts for stock-based compensation awards, which
includes stock options and restricted stock, using the fair value method and recognizes
compensation cost, net of forfeitures, in its financial statements. The Company records
compensation expense as either operating or general and administrative expense, as appropriate, in
the Statements of Operations on a straight-line basis over the vesting period of the related stock
options or restricted stock awards.
Subsequent Events. The Company evaluates subsequent events through the date the financial
statements are issued in conformity with generally accepted accounting principles. The Company
considers its financial statements issued when they are widely distributed to users, such as filing
with the SEC.
Recently Issued Accounting Pronouncements
In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards
Update (ASU) No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair
Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting
Standards, to provide a consistent definition of fair value and ensure that the fair value
measurement and disclosure requirements are similar between U.S. GAAP and International Financial
Reporting Standards. ASU 2011-04 changes certain fair value measurement principles and enhances
disclosure requirements, particularly for Level 3 fair value measurements. ASU 2011-04 will be
effective for the Company in its second quarter of fiscal 2012 and will be applied prospectively.
The Company is currently evaluating the impact of ASU 2011-04 and believes the adoption will not
have a material effect on its financial statements.
In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220):
Presentation of Comprehensive Income, to require an entity to present the total of comprehensive
income, the components of net income, and the components of other
7
comprehensive income either in a single continuous statement of comprehensive income or in two
separate but consecutive statements. ASU 2011-05 eliminates the option to present the components of
other comprehensive income as part of the statement of equity. This update does not change what
items are reported in other comprehensive income or the requirement to report reclassification of
items from other comprehensive income to net income. ASU 2011-05 will be effective for the Company
in its first quarter of fiscal 2013, though earlier adoption is permitted. The update will be
applied retrospectively upon adoption. The Company believes the adoption will not have a material
effect on its financial statements.
3. SHORT-TERM INVESTMENTS
The Company had no short-term investments at June 30, 2011. The components of the Companys
short-term investments at September 30, 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2010 (in 000s) |
|
|
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Estimated Fair |
|
|
|
Cost |
|
|
Gains |
|
|
Losses |
|
|
Value |
|
Short-term investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury bills |
|
$ |
14,991 |
|
|
$ |
2 |
|
|
$ |
|
|
|
$ |
14,993 |
|
FDIC guaranteed bonds |
|
|
5,015 |
|
|
|
4 |
|
|
|
|
|
|
|
5,019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
20,006 |
|
|
$ |
6 |
(a) |
|
$ |
|
|
|
$ |
20,012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Accumulated other comprehensive income on the Balance Sheet reflects unrealized gains and
losses net of the tax effect of approximately $2,000. |
4. FAIR VALUE OF FINANCIAL INSTRUMENTS
At June 30, 2011 and September 30, 2010, the Companys financial instruments included cash and
cash equivalents, short-term investments, trade and other receivables, other current assets,
accounts payable and other current liabilities. Due to the short-term maturities of cash and cash
equivalents, trade and other receivables, other current assets, accounts payable and other current
liabilities, the carrying amounts approximate fair value at the respective balance sheet dates.
The Company measures certain financial assets and liabilities at fair value on a recurring
basis, including short-term investments.
The Company had no short-term investments at June 30, 2011. The fair value measurements of
these short-term investments at September 30, 2010 were determined using the following inputs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of September 30, 2010 (in 000s) |
|
|
|
Fair Value Measurements at Reporting Date Using: |
|
|
|
|
|
|
|
Quoted Prices in |
|
|
Significant Other |
|
|
Significant |
|
|
|
|
|
|
|
Active Markets for |
|
|
Observable |
|
|
Unobservable |
|
|
|
|
|
|
|
Identical Assets |
|
|
Inputs |
|
|
Inputs |
|
|
|
Total |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
Short-term investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury bills |
|
$ |
14,993 |
|
|
$ |
14,993 |
|
|
$ |
|
|
|
$ |
|
|
FDIC guaranteed bonds |
|
|
5,019 |
|
|
|
5,019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
20,012 |
|
|
$ |
20,012 |
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in U.S. Treasury bills and FDIC guaranteed bonds classified as available-for-sale
were measured using unadjusted quoted market prices (Level 1) at the reporting date.
5. DEBT
The Companys revolving line of credit loan agreement is with Western National Bank. The
agreement was renewed June 2, 2011 under the same terms as the previous agreement. The agreement
permits the Company to borrow, repay and reborrow, from time to time until June 2, 2013, up to
$20.0 million based on the borrowing base calculation as defined in the agreement. The Companys
obligations under this agreement are secured by a security interest in its accounts receivable,
equipment and related collateral. Interest on the facility accrues at an annual rate equal to
either the 30-day London Interbank Offered Rate (LIBOR) plus two and one-quarter percent or the
Prime Rate minus three-quarters percent, as the Company directs monthly, subject to an interest
rate floor of 4%. Interest on the outstanding amount under the loan agreement is payable monthly.
The loan agreement contains customary covenants for credit facilities of this type, including
limitations on disposition of assets, mergers and reorganizations. The Company is also obligated to
meet certain financial covenants under the loan agreement, including maintaining specified ratios
with respect to cash
8
flow coverage, current assets and liabilities and debt to tangible net worth. The Company was
in compliance with all covenants including specified ratios as of June 30, 2011 and August 9, 2011.
The Company has not utilized the line of credit loan agreement during the current fiscal year or
the fiscal year ended September 30, 2010.
On June 24, 2011, the Company exercised its purchase option for OYO GSR equipment it had been
previously leasing. In connection with the purchase of this equipment, the Company amended its
above Revolver with Western National Bank on June 30, 2011 to add a new term loan note (Term
Note) provision, under which the Company obtained $16,427,000 in financing for the purchase of
this equipment. The Term Note is repayable over a period of 36 months at $485,444 per month plus
any applicable interest in excess of 4%. Interest on the Term Note accrues at an annual rate equal
to either the 30-day London Interbank Offered Rate (LIBOR) plus two and one-quarter percent or
the Prime Rate minus three-quarters percent, as the Company directs monthly, subject to an interest
rate floor of 4%. The Term Note is collateralized by the equipment and matures with all outstanding
balances due on June 30, 2014. The fair value of the Term Note approximates its carrying value at
June 30, 2011.
Minimum principal payments under the Term Note for the twelve months ended June 30 are as
follows:
|
|
|
|
|
2012 |
|
$ |
5,264,000 |
|
2013 |
|
|
5,473,000 |
|
2014 |
|
|
5,690,000 |
|
|
|
|
|
|
Total |
|
$ |
16,427,000 |
|
Less current maturities |
|
|
5,264,000 |
|
|
|
|
|
Note payable, less current maturities |
|
$ |
11,163,000 |
|
|
|
|
|
6. COMMITMENTS AND CONTINGENCIES
On October 4, 2010, a fire in Eastern Wyoming burned a remote area where one of the Companys
data acquisition crews was operating. The fire destroyed approximately $35,000 net book value of
the Companys equipment, all of which was covered by the Companys liability insurance, net of the
deductible. As a result of the loss of equipment in the fire, the Company also lost data worth
approximately $103,000. This data loss was also covered by the Companys liability insurance, net
of the deductible. In addition to the loss of equipment and data, a number of landowners in the
fire area suffered damage to their grazing lands, livestock, fences and other improvements. The
estimated cost to repair fence damages is approximately $700,000, and the Company believes such
amounts will be covered by insurance. The insurance company is coordinating all other exposures as
a result of the fire, and the Company believes its coverage will be adequate for this purpose. In
December 2010, the Company received insurance proceeds for equipment and data losses sustained by
the Company during the fire and for the Companys debris pick-up costs.
During the quarter ended December 31, 2010, the Company settled its claim with a client that
had filed for relief under Chapter 11 of the United States Bankruptcy Code in 2009. As part of the
settlement, the Company received a cash settlement and ownership in the data gathered on behalf of
the client. As of December 31, 2010, there were no outstanding account receivables with this
client. The Company capitalized the fair value of the data received and adjusted its allowance for
doubtful accounts to reflect the reduction in estimated exposures.
From time to time, the Company is a party to various legal proceedings arising in the ordinary
course of business. Although the Company cannot predict the outcomes of any such legal proceedings,
management believes that the resolution of pending legal actions will not have a material adverse
effect on the Companys financial condition, results of operations or liquidity, as the Company
believes it is adequately indemnified and insured.
The Company experiences contractual disputes with its clients from time to time regarding the
payment of invoices or other matters. While the Company seeks to minimize these disputes and
maintain good relations with its clients, the Company has in the past, and may in the future,
experience disputes that could affect its revenues and results of operations in any period.
The Company has non-cancelable operating leases for office space in Midland, Houston, Denver,
Oklahoma City, Canonsburg, Pennsylvania and Lyon Township, Michigan.
The following table summarizes payments due in specific periods related to the Companys
contractual obligations with initial terms exceeding one year as of June 30, 2011.
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period (in 000s) |
|
|
|
|
|
|
|
Within |
|
|
|
|
|
|
|
|
|
|
After |
|
|
|
Total |
|
|
1 Year |
|
|
1-3 Years |
|
|
3-5 Years |
|
|
5 Years |
|
Operating lease obligations |
|
$ |
1,534 |
|
|
$ |
543 |
|
|
$ |
617 |
|
|
$ |
374 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Some of the Companys operating leases contain predetermined fixed increases of the minimum
rental rate during the initial lease term. For these leases, the Company recognizes the related
expense on a straight-line basis and records deferred rent as the difference between the amount
charged to expense and the rent paid. Rental expense under the Companys operating leases with
initial terms exceeding one year was $179,000 and $154,000 for the three months ended June 30, 2011
and 2010, respectively, and $538,000 and $446,000 for the nine months ended June 30, 2011 and 2010,
respectively.
As of June 30, 2011 and September 30, 2010, the Company had unused letters of credit totaling
$3,580,000. The Companys letters of credit principally back obligations associated with the
Companys self-insured retention on workers compensation claims.
7. SUBSEQUENT EVENTS
The Company has evaluated events subsequent to the balance sheet date (June 30, 2011) through
the issue date of this Form 10-Q and concluded that no subsequent events have occurred that require
recognition in the Financial Statements or disclosure in the Notes to the Financial Statements.
8. NET INCOME (LOSS) PER COMMON SHARE
Basic income (loss) per share is computed by dividing the net income (loss) for the period by
the weighted average number of common shares outstanding during the period. Diluted income (loss)
per share is computed by dividing the net income (loss) for the period by the weighted average
number of common shares and common share equivalents outstanding during the period.
The following table sets forth the computation of basic and diluted income (loss) per common
share.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
NUMERATOR: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) and numerator
for basic and diluted net income
(loss) per common share-income
available to common shareholders |
|
$ |
334,000 |
|
|
$ |
(1,019,000 |
) |
|
$ |
(6,190,000 |
) |
|
$ |
(7,941,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
DENOMINATOR: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for basic net income
(loss) per common share-weighted
average common shares |
|
|
7,812,519 |
|
|
|
7,779,256 |
|
|
|
7,801,396 |
|
|
|
7,776,740 |
|
Effect of dilutive
securities-employee stock options
and restricted stock grants |
|
|
112,662 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator for diluted net income
(loss) per common share-adjusted
weighted average common shares and
assumed conversions |
|
|
7,925,181 |
|
|
|
7,779,256 |
|
|
|
7,801,396 |
|
|
|
7,776,740 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income (loss) per common share |
|
$ |
0.04 |
|
|
$ |
(0.13 |
) |
|
$ |
(0.79 |
) |
|
$ |
(1.02 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted income (loss) per common share |
|
$ |
0.04 |
|
|
$ |
(0.13 |
) |
|
$ |
(0.79 |
) |
|
$ |
(1.02 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company had a net loss in the nine months ended June 30, 2011 and in the three months and
the nine months ended June 30, 2010. Therefore, the denominator for diluted loss per common share
is the same as the denominator for basic loss per common share for those periods.
The following weighted average numbers of certain securities have been excluded from the
calculation of diluted net loss per common share, as their effects would be anti-dilutive.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
Stock options |
|
|
|
|
|
|
151,720 |
|
|
|
142,234 |
|
|
|
151,907 |
|
Restricted stock |
|
|
|
|
|
|
38,500 |
|
|
|
113,930 |
|
|
|
39,115 |
|
10
9. PENDING ACQUISITION
On March 20, 2011, the Company, 6446 Acquisition Corp., a Texas corporation and a wholly owned
subsidiary of the Company (Merger Sub), and TGC Industries, Inc., a Texas corporation (TGC),
entered into an Agreement and Plan of Merger (the Merger Agreement), pursuant to which Merger Sub
will merge with and into TGC, with TGC continuing after the merger as the surviving entity and a
wholly owned subsidiary of the Company.
The Merger Agreement has been approved by both companies boards of directors. Under the terms
of the Merger Agreement, subject to shareholder and regulatory approval and other customary
conditions, at the effective time of the merger, TGC shareholders will receive 0.188 shares of the
Companys common stock for every one share of TGC common stock they hold, provided that the average
of the volume weighted average price of the Companys common stock on the Nasdaq Stock Market
during the ten consecutive trading days ending on the second business day prior to the date of the
shareholders meetings of the Company and TGC to be called for the purpose of approving the
transaction is equal to or greater than $32.54 but less than or equal to $52.54. In the event that
the average of the volume weighted average price of Dawsons common stock is outside of that range,
then the parties, at their respective option, shall be entitled to terminate the transaction
following good faith negotiations to determine a modified, mutually acceptable exchange ratio.
The parties have made customary representations and warranties and agreed to customary
covenants in the Merger Agreement. In addition, the Company and TGC have each agreed to certain
pre-closing covenants in the Merger Agreement, including, among other things, covenants that the
Company and TGC will, and TGC will cause its subsidiaries to, during the period between the date of
the Merger Agreement and the effective time of the merger, conduct their business only in the
ordinary course of business consistent with past practice and that the Company and TGC will not
engage in certain types of transactions without the consent of the other during such period.
Pursuant to the Merger Agreement, the Company has agreed to take all necessary actions to
cause, as of the effective time of the merger, its Board of Directors to include as Company
directors Wayne A. Whitener and Allen T. McInnes, each of whom is currently a TGC director.
At the closing of the transaction, it is anticipated that the Company will issue approximately
3.7 million shares in exchange for the approximately 19.6 million shares of TGC common stock
outstanding. Upon completion of the transaction, the Company will have approximately 11.7 million
shares outstanding, with current Company shareholders owning approximately 68% of the combined
company and current TGC shareholders owning approximately 32%.
In connection with the Merger Agreement, certain of TGCs executive officers and directors and
their affiliates who own, in the aggregate, 28.73% of the currently outstanding shares of TGC
common stock have entered into voting agreements with the Company. Pursuant to and subject to the
terms of those voting agreements, those directors and executive officers and their respective
affiliates have agreed, among other things, to vote their shares of TGC common stock in favor of
approval of the Merger Agreement at the TGC special meeting to be held to approve the Merger
Agreement.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the Companys financial statements
and notes thereto included elsewhere in this Form 10-Q.
Forward Looking Statements
Statements other than statements of historical fact included in this Form 10-Q that relate to
forecasts, estimates or other expectations regarding future events, including without limitation,
statements under Managements Discussion and Analysis of Financial Condition and Results of
Operations regarding technological advancements and our financial position, business strategy and
plans and objectives of our management for future operations, may be deemed to be 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 Form 10-Q, words such as anticipate,
believe, estimate, expect, intend, and similar expressions, as they relate to us or our
management, identify forward-looking statements. Such forward-looking statements are based on the
beliefs of our management as well as assumptions made by and information currently available to
management. Actual results could differ materially from those
11
contemplated by the forward-looking statements as a result of certain factors, including but
not limited to the volatility of oil and natural gas prices, disruptions in the global economy,
dependence upon energy industry spending, delays, reductions or cancellations of service contracts,
high fixed costs of operations, weather interruptions, inability to obtain land access rights of
way, industry competition, limited number of customers, credit risk related to our customers, asset
impairments, the availability of capital resources, operational disruptions and our proposed
acquisition of TGC. A discussion of these factors, including risks and uncertainties, is set forth
under Risk Factors in our annual report on Form 10-K for the year ended September 30, 2010, in
Risk Factors in this Form 10-Q and in our other reports filed from time to time with the
Securities and Exchange Commission. These forward-looking statements reflect our current views with
respect to future events and are subject to these and other risks, uncertainties and assumptions
relating to our operations, results of operations, growth strategies and liquidity. All subsequent
written and oral forward-looking statements attributable to us or persons acting on our behalf are
expressly qualified in their entirety by this paragraph. We assume no obligation to update any such
forward-looking statements.
Overview
We are the leading provider of onshore seismic data acquisition services in the lower 48
states of the United States as measured by the number of active data acquisition crews.
Substantially all of our revenues are derived from the seismic data acquisition services we provide
to our clients, mainly domestic oil and natural gas companies. Demand for our services depends upon
the level of spending by these companies for exploration, production, development and field
management activities, which depends, in part, on oil and natural gas prices. Significant
fluctuations in domestic oil and natural gas exploration activities and commodity prices have
affected the demand for our services and our results of operations in years past, and such
fluctuations continue to be the single most important factor affecting our business and
results of operations.
Beginning in August 2008, the prices of oil and especially natural gas declined significantly
from historic highs due to reduced demand from the global economic slowdown. During 2009, many
domestic oil and natural gas companies reduced their capital expenditures due to the decrease in
market prices and disruptions in the credit markets. These factors led to a severe reduction in
demand for our services and in our industry during 2009 as well as downward pressure on the prices
we charge our customers for our services. In order to better align our crew capacity with reduced
demand, we reduced the number of data acquisition crews we operated from sixteen in January 2009 to
nine as of October 2009. Due to the reductions in the number of our active data acquisition crews
and lower utilization rates for our remaining operating crews, we experienced a reduction in
operating revenues and, to a lesser extent, in operating costs during calendar 2009 and into
calendar 2010.
In the second quarter of fiscal 2010, we began to experience an increase in demand for our
services, particularly in the oil basins. In response to this demand increase, we redeployed three
seismic data acquisition crews in fiscal 2010, bringing our crew count to twelve active crews. With
demand continuing to increase during fiscal 2011, we have continued to see an increase in activity
and requests for proposals. In response to this increase in demand, we deployed two additional
crews in the second quarter of fiscal 2011, bringing our current total to fourteen working crews.
While the seismic data acquisition market in the lower 48 United States remains very competitive,
we have experienced continued improvements in pricing and contract terms. Although our clients may
cancel their service contracts on short notice and projects are subject to delays due to permit and
weather concerns, our current order book is at its highest level since 2008 and reflects commitment
levels sufficient to maintain operation of our fourteen data acquisition crews through the end of
calendar 2011.
While our revenues are mainly affected by the level of client demand for our services, our
revenues are also affected by the pricing for our services that we negotiate with our clients and
the productivity of our data acquisition crews. Crew productivity can be impacted by factors such
as crew downtime related to inclement weather, delays in acquiring land access permits, crew
repositioning or equipment failure, whether we enter into turnkey or day rate contracts with our
clients, the number and size of crews and the number of recording channels per crew. Consequently,
our efforts to negotiate favorable contract terms in our supplemental service agreements, to
mitigate access permit delays and to improve overall crew productivity and configuration may
contribute to growth in our revenues. During fiscal 2010 and fiscal 2011, most of our client
contracts have been turnkey contracts. The percentage of revenues derived from turnkey contracts
has grown in the past few years from approximately half of our
revenues in fiscal 2008 to approximately seventy percent of our revenues during fiscal 2010 and in the first nine months of fiscal 2011.
While turnkey contracts allow us to capitalize on improved crew productivity, we also bear more
risks related to weather and crew downtime.
Over time, we have experienced continued increases in recording channel capacity on a per crew
or project basis. This increase in channel count demand is driven by client needs and is necessary
in order to produce higher resolution images, increase crew efficiencies and undertake larger scale
projects. Due to the increase in demand for higher channel counts, we have continued our investment
in additional channels. In response to project-based channel requirements, we routinely deploy a
variable number of
12
channels on a variable number of crews in an effort to maximize asset utilization and meet
client needs. We believe we will realize the benefit of increased channel counts and flexibility of
deployment through increased crew efficiencies, higher revenues and margins.
In recent months, we have purchased and leased a significant number of cable-less recording
equipment. We have utilized this equipment as stand-alone recording systems and in conjunction with
our cable-based systems. As a result of the introduction of cable-less recording systems, we have
realized increased crew efficiencies and increased revenue on projects using this equipment. We
believe we will experience continued demand for cable-less recording systems in the future. As we
have replaced cable-based recording equipment with cable-less equipment on certain crews, the
cable-based recording equipment continues to be redeployed on existing crews as needed, including
on the additional two crews fielded during the second quarter.
While the markets for oil and natural gas have been very volatile and are likely to continue
to be so in the future, and we can make no assurances as to future levels of domestic exploration
or commodity prices, we believe opportunities exist for us to enhance our market position by
responding to our clients continuing desire for higher resolution subsurface images. If economic
conditions were to worsen, our clients were to reduce their capital expenditures, or if there was a
significant sustained drop in oil and natural gas prices, it would result in diminished demand for
our seismic services, could cause continued downward pressure on the prices we charge and would
affect our results of operations. The services we are currently providing are primarily for clients
seeking oil and liquids. In recent years, we have experienced periods in which the services we
provided were primarily for clients seeking oil and other periods in which our clients were
primarily seeking natural gas.
Fiscal 2011 Third Quarter Highlights
Our third quarter
results were positively affected by the addition of the two data acquisition
crews in the second fiscal quarter, improved crew efficiencies and utilization. Our third quarter
results were negatively affected by increases in operating
expenses related to
unanticipated equipment repair costs and higher fuel costs,
transaction expenses of approximately $1,400,000, or $0.19 per share, related to the
proposed merger with TGC, as further discussed in Pending
Acquisition below, and higher depreciation
charges due to our continued investment in new equipment.
We continue to experience high third-party charges related to the use of helicopter support
services, specialized survey technologies and dynamite energy sources in survey areas with limited
access. The Company believes these third-party charges, which are reimbursed by the client, will
remain high while the Company operates in difficult terrain, particularly in the Eastern United
States. Approximately one-half of our increase in revenues during the third fiscal quarter was due
to the increase in these third-party charges.
During the third quarter, we purchased the 14,850 single-channel OYO GSR units we had
initially leased by exercising the purchase option under the lease. The conversion of the equipment
lease to a purchase resulted in an increase of approximately $0.02 per share per month of
depreciation charges and a decrease of approximately $0.06 per share of lease expense for each
month of the quarter (as compared to March 2011, the month in which the equipment was initially
leased). The purchase of the equipment was financed through a new term loan facility in the amount
of $16,427,000. We now own in excess of 161,000 channels, which can be configured variably on a
project-by-project basis to best meet the operational and geophysical needs of our clients.
Pending Acquisition
On March 20, 2011, the Company, Merger Sub and TGC entered into the Merger Agreement, pursuant
to which Merger Sub will merge with and into TGC, with TGC continuing after the merger as the
surviving entity and a wholly owned subsidiary of the Company.
The Merger Agreement has been approved by both companies boards of directors. Under the terms
of the Merger Agreement, subject to shareholder and regulatory approval and other customary
conditions, at the effective time of the merger, TGC shareholders will receive 0.188 shares of the
Companys common stock for every one share of TGC common stock they hold, provided that the average
of the volume weighted average price of the Companys common stock on the Nasdaq Stock Market
during the ten consecutive trading days ending on the second business day prior to the date of the
shareholders meetings of the Company and TGC to be called for the purpose of approving the
transaction is equal to or greater than $32.54 but less than or equal to $52.54. In the event that
the average of the volume weighted average price of Dawsons common stock is outside of that range,
then the parties, at their respective option, shall be entitled to terminate the transaction
following good faith negotiations to determine a modified, mutually acceptable exchange ratio.
13
The parties have made customary representations and warranties and agreed to customary
covenants in the Merger Agreement. In addition, the Company and TGC have each agreed to certain
pre-closing covenants in the Merger Agreement, including, among other things, covenants that the
Company and TGC will, and TGC will cause its subsidiaries to, during the period between the date of
the Merger Agreement and the effective time of the merger, conduct their businesses only in the
ordinary course of business consistent with past practice and that the Company and TGC will not
engage in certain types of transactions without the consent of the other during such period.
Pursuant to the Merger Agreement, the Company has agreed to take all necessary actions to
cause, as of the effective time of the merger, its Board of Directors to include as Company
directors Messrs. Whitener and McInnes, each of whom is currently a TGC director.
At the closing of the transaction, it is anticipated that the Company will issue approximately
3.7 million shares in exchange for the approximately 19.6 million shares of TGC common stock
outstanding. Upon completion of the transaction, the Company will have approximately 11.7 million
shares outstanding, with current Company shareholders owning approximately 68% of the combined
company and current TGC shareholders owning approximately 32%.
In connection with the Merger Agreement, certain of TGCs executive officers and directors and
their affiliates who own, in the aggregate, 28.73% of the currently outstanding shares of TGC
common stock have entered into voting agreements with the Company. Pursuant to and subject to the
terms of those voting agreements, those directors and executive officers and their respective
affiliates have agreed, among other things, to vote their shares of TGC common stock in favor of
approval of the Merger Agreement at the TGC special meeting to be held to approve the Merger
Agreement.
Results of Operations
Operating Revenues. Our operating revenues for the first nine months of fiscal 2011 increased
70% to $249,023,000 from $146,093,000 for the first nine months of fiscal 2010. For the three months ended June 30, 2011,
operating revenues totaled $98,033,000 as compared to $61,178,000 for the same period of fiscal
2010, a 60% increase. The revenue increase for the fiscal 2011 periods is primarily the result of
increasing the active crew count to fourteen working crews, including the two formerly provisional
crews added during the second fiscal quarter, increasing channel count per crew and significantly
higher third-party charges, which constituted one-half of the growth in revenues during these
periods. The third-party charges are related to the use of helicopter support services, specialized
survey technologies and dynamite energy sources. The increased level of the third-party charges is
driven by our continued operations in areas with limited access. We are reimbursed for these
charges by our clients.
Operating Costs. Operating expenses for the nine months ended June 30, 2011 totaled
$225,324,000 as compared to $133,245,000 for the same period of fiscal 2010, an increase of 69%.
Operating expenses for the three months ended June 30, 2011 increased 58% to $85,431,000 as
compared to $54,098,000 for the same period of fiscal 2010. The increase for the nine months ended
June 30, 2011 compared to the nine months ended June 30, 2010 was primarily due to the addition of
field personnel and other expenses associated with operating fourteen data acquisition crews during
fiscal 2011, significantly higher third-party expenses, along with an overall increase in operating
activity during the period. As discussed above, reimbursed expenses have a similar impact on
operating costs.
General and administrative expenses were 3.8% of revenues in the first nine months of fiscal
2011, as compared to 3.6% of revenues in the same period of fiscal 2010. For the quarter ended June
30, 2011, general and administrative expenses were 3.9% of revenues as compared to 2.7% of revenues
in the same period of 2010. The dollar amount of general and administrative expenses increased to
$3,804,000 during the third quarter of fiscal 2011 from $1,635,000 during the third quarter of
fiscal 2010 and to $9,396,000 during the nine months ended June 30, 2011 from $5,281,000 during the
nine months ended June 30, 2010. These dollar increases reflect our increased level of
administrative costs, primarily related to employee costs as a result of our increased revenues and
operational activity in fiscal 2011, as well as transaction costs for the first nine months of
$2,421,000 associated with the proposed merger with TGC.
Depreciation for the nine months ended June 30, 2011 totaled $22,767,000 compared to
$20,188,000 for the nine months ended June 30, 2010. We recognized $7,900,000 of depreciation
expense in the third quarter of fiscal 2011 as compared to $7,016,000 in the comparable quarter of
fiscal 2010. The increases in depreciation expense in both the nine month and three month periods
were the result of capital expenditures we made during fiscal 2010 and larger capital expenditures
we have made to date in fiscal 2011. Our depreciation expense is expected to increase during fiscal
2011 reflecting our higher capital expenditures during fiscal 2010 and to date in fiscal 2011.
14
Our total operating costs for the first nine months of fiscal 2011 were $257,487,000, an
increase of 62% from the first nine months of fiscal 2010. For the quarter ended June 30, 2011, our
operating expenses were $97,135,000, representing a 55% increase from the comparable quarter of
fiscal 2010. These increases in the first nine months and for the third quarter were primarily due
to the factors described above.
Taxes. Income tax benefit was $1,638,000 for the nine months ended June 30, 2011 compared to
$4,379,000 for the nine months ended June 30, 2010. Income tax expense was $587,000 for the three
months ended June 30, 2011 compared to income tax benefit of $406,000 for the three months ended
June 30, 2010. The effective tax rates for the income tax provision for the nine months ended June
30, 2011 and 2010 were approximately 20.9% and 35.5%, respectively. Currently, our effective tax
rate has been impacted significantly by the non-deductible transaction costs related to our pending
acquisition. Our effective tax rates differ from the statutory federal rate of 35.0% for certain
items such as state and local taxes, non-deductible expenses, expenses related to share-based
compensation that were not expected to result in a tax deduction and changes in reserves for
uncertain tax positions.
Liquidity and Capital Resources
Introduction. Our principal sources of cash are amounts earned from the seismic data
acquisition services we provide to our clients. Our principal uses of cash are the amounts used to
provide these services, including expenses related to our operations and acquiring new equipment.
Accordingly, our cash position depends (as do our revenues) on the level of demand for our
services. Historically, cash generated from our operations, cash reserves and short-term
borrowings from commercial banks have been sufficient to fund our working capital requirements, and
to some extent, our capital expenditures. The Merger Agreement we have entered into with TGC, in
some cases, limits our rights to make capital expenditures or to increase our debt obligations
without the consent of TGC. As a practical matter, we do not believe that these limitations will
have an impact on the way we do business, finance our expenditures or make capital investments. For
more information on our Merger Agreement, see Pending Acquisition above.
Cash Flows. Net cash used by operating activities was $469,000 for the first nine months of
fiscal 2011. The cash provided by operating activities was $1,472,000 for the first nine months of
fiscal 2010. Despite the increase in operating activities and revenues between periods, and an
overall improvement in operating margins between periods, cash flows associated with operating
activities have exceeded cash flows from accounts receivables. Amounts in our trade accounts
receivable that are over sixty days represent approximately 14% and 20% of our total trade accounts
receivable at June 30, 2011 and June 30, 2010, respectively. The remaining outstanding trade
accounts receivable (those sixty days or less), after taking into consideration payments received
subsequent to June 30, 2011 and additional payments anticipated
by management, is more
representative of historical levels. Management expects our outstanding trade accounts receivable
to be substantially collectible.
Net cash used in investing activities was $33,926,000 in the nine months ended June 30, 2011
and $11,057,000 in the nine months ended June 30, 2010. In fiscal 2011 and 2010, we invested excess
funds of $2,500,000 in certificates of deposit and $9,971,000 in U.S. treasury instruments,
respectively. The proceeds from maturity of short-term investments and other excess cash reserves
were primarily used for capital expenditures of $55,307,000 and $16,585,000 in fiscal 2011 and
2010, respectively.
Net cash flows from financing activities in the nine months ended June 30, 2011 includes the
financing of $16,427,000 to purchase the OYO GSR recording equipment we had been leasing. There
were no cash flows from financing activities in the first nine months of fiscal 2010.
Capital Expenditures. Capital expenditures for the nine months ended June 30, 2011 were
$56,264,000, which included the purchase of the 14,850 single channel OYO GSR units discussed
above, an additional 2,000-station OYO GSR four-channel recording system along with three-component
geophones, 10,000 single-channel OYO GSR recording boxes, additional conventional geophones, cables
for existing systems, vehicles to improve our fleet and ten INOVA vibrator energy source units.
During the quarter ended June 30 2011, our Board of Directors approved a $5,000,000 increase
to the Companys capital budget and approved the purchase of the previously leased OYO GSR
equipment, bringing the total amount of the fiscal 2011 capital budget to $61,918,000. To date,
$56,264,000 of the capital budget has been spent for the purchases described above. The remaining
balance of the capital budget will be used for maintenance capital purposes.
We continually strive to supply our clients with technologically advanced 3-D seismic data
acquisition recording systems and data processing capabilities. We maintain equipment in and out of
service in anticipation of increased future demand for our services.
15
Capital Resources. Historically, we have primarily relied on cash generated from operations,
cash reserves and short-term borrowings from commercial banks to fund our working capital requirements and, to some extent,
our capital expenditures. We have also funded our capital expenditures and other financing needs
from time to time through public equity offerings.
Our revolving line of credit loan agreement is with Western National Bank. The agreement was
recently renewed under the same terms as the previous agreement and permits us to borrow, repay and
reborrow, from time to time until June 2, 2013, up to $20.0 million based on the borrowing base
calculation as defined in the agreement. Our obligations under this agreement are secured by a
security interest in our accounts receivable, equipment and related collateral. Interest on the
facility accrues at an annual rate equal to either the 30-day London Interbank Offered Rate
(LIBOR) plus two and one-quarter percent or the Prime Rate minus three-quarters percent, as we
direct monthly, subject to an interest rate floor of 4%. Interest on the outstanding amount under
the loan agreement is payable monthly. The loan agreement contains customary covenants for credit
facilities of this type, including limitations on disposition of assets, mergers and
reorganizations. We are also obligated to meet certain financial covenants under the loan
agreement, including maintaining specified ratios with respect to cash flow coverage, current
assets and liabilities and debt to tangible net worth. We were in compliance with all covenants
including specified ratios as of June 30, 2011 and August 9, 2011. We have not utilized the line of
credit loan agreement during the current fiscal year or the fiscal year ended September 30, 2010.
On June 24, 2011, we exercised our purchase option for seismic recording equipment we had been
leasing. We restated our revolving line of credit with Western National Bank to add a new term
loan note provision, which provided $16,427,000 in financing for the purchase of the OYO GSR
equipment. The loan is repayable over a period of 36 months at an annual rate equal to either the
30-day London Interbank Offered Rate (LIBOR) plus two and one-quarter percent or the Prime Rate
minus three-quarters percent, as we direct monthly, subject to an interest rate floor of 4%. The
loan is collateralized by the equipment and matures on June 30, 2014.
The following table summarizes payments due in specific periods related to our contractual
obligations with initial terms exceeding one year as of June 30, 2011.
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|
|
|
|
|
|
|
|
|
Payments Due by Period (in 000s) |
|
|
|
|
|
|
|
Within 1 |
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|
|
|
|
|
|
|
|
|
After 5 |
|
Contractual Obligations |
|
Total |
|
|
Year |
|
|
1-2 Years |
|
|
3-5 Years |
|
|
Years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease obligations |
|
$ |
1,534 |
|
|
$ |
543 |
|
|
$ |
617 |
|
|
$ |
374 |
|
|
$ |
|
|
Debt obligations |
|
|
16,427 |
|
|
|
5,264 |
|
|
|
11,163 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Total |
|
$ |
17,961 |
|
|
$ |
5,807 |
|
|
$ |
11,780 |
|
|
$ |
374 |
|
|
$ |
|
|
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|
On March 31, 2009, we filed a shelf registration statement with the SEC covering the
periodic offer and sale of up to $100.0 million in debt securities, preferred and common stock and
warrants. The registration statement allows us to sell securities in one or more separate offerings
with the size, price and terms to be determined at the time of sale. The terms of any securities
offered would be described in a related prospectus to be filed separately with the SEC at the time
of the offering. The filing of the shelf registration statement will enable us to act quickly as
opportunities arise.
We believe that our capital resources and cash flow from operations are adequate to meet our
current operational needs. We believe we will be able to finance our capital requirements through
cash flow from operations, cash on hand, through borrowings under our revolving line of credit and
equipment term loans. However, our ability to satisfy our working capital requirements and to fund
future capital requirements will depend principally upon our future operating performance, which is
subject to the risks inherent in our business, including the demand for our seismic services from
clients.
Off-Balance Sheet Arrangements
As of June 30, 2011, we had no off-balance sheet arrangements.
Critical Accounting Policies
Information regarding the Companys critical accounting policies and estimates is included in
Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations
included in the Annual Report on Form 10-K for the fiscal year ended September 30, 2010.
16
Recently Issued Accounting Pronouncements
In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards
Update (ASU) No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair
Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting
Standards, to provide a consistent definition of fair value and ensure that the fair value
measurement and disclosure requirements are similar between U.S. GAAP and International Financial
Reporting Standards. ASU 2011-04 changes certain fair value measurement principles and enhances
disclosure requirements, particularly for Level 3 fair value measurements. ASU 2011-04 will be
effective in our second quarter of fiscal 2012 and will be applied prospectively. We are currently
evaluating the impact of ASU 2011-04 and believe the adoption will not have a material effect on
our financial statements.
In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation
of Comprehensive Income, to require an entity to present the total of comprehensive income, the
components of net income, and the components of other comprehensive income either in a single
continuous statement of comprehensive income or in two separate but consecutive statements. ASU
2011-05 eliminates the option to present the components of other comprehensive income as part of
the statement of equity. This update does not change what items are reported in other comprehensive
income or the requirement to report reclassification of items from other comprehensive income to
net income. ASU 2011-05 will be effective in our first quarter of fiscal 2013, though earlier
adoption is permitted. The update will be applied retrospectively upon adoption. We believe the
adoption will not have a material effect on our financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our primary sources of market risk include fluctuations in commodity prices, which affect
demand for and pricing of our services, as well as interest rate fluctuations. Our revolving line
of credit and equipment term loan both carry the same variable interest rate that is tied to market
indices and, therefore, our results of operations and our cash flows could be impacted by changes
in interest rates. Outstanding balances under our revolving line of credit and equipment term loan
bear interest at our monthly direction of the lower of the Prime rate minus three-quarters percent
or the 30-day LIBOR plus two and one-quarter percent, subject to an interest rate floor of 4%. At
June 30, 2011, we had a balance of $16,427,000 on our equipment term loan. We had no balances
outstanding on our revolving line of credit. We do not currently have any short-term investments.
We have not entered into any hedge arrangements, commodity swap agreements, commodity futures,
options or other derivative financial instruments. We do not currently conduct business
internationally, so we are not generally subject to foreign currency exchange rate risk.
ITEM 4. CONTROLS AND PROCEDURES
Managements Evaluation of Disclosure Controls and Procedures. We carried out an evaluation,
under the supervision and with the participation of our management, including our principal
executive and principal financial officers, of the effectiveness of our disclosure controls and
procedures pursuant to Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 as of
the end of the period covered by this report. Based upon that evaluation, our President and Chief
Executive Officer and our Executive Vice President, Secretary and Chief Financial Officer concluded
that, as of June 30, 2011, our disclosure controls and procedures were effective, in all material
respects, with regard to the recording, processing, summarizing and reporting, within the time
periods specified in the SECs rules and forms, for information required to be disclosed by us in
the reports that we file or submit under the Exchange Act. Our disclosure controls and procedures
include controls and procedures designed to ensure that information required to be disclosed in
reports filed or submitted under the Exchange Act is accumulated and communicated to our
management, including our President and Chief Executive Officer and our Executive Vice President,
Secretary and Chief Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure.
Changes in Internal Control Over Financial Reporting. There have not been any changes in our
internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the
Securities Exchange Act of 1934) during the quarter ending June 30, 2011 that have materially
affected or are reasonably likely to materially affect our internal control over financial
reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we are a party to various legal proceedings arising in the ordinary course
of business. Although we cannot predict the outcomes of any such legal proceedings, our management
believes that the resolution of pending legal actions will not have a material adverse effect on
our financial condition, results of operations or liquidity.
17
ITEM 1A. RISK FACTORS
As a result of entering into the Merger Agreement, we are adding additional risk factors as
set forth below. Any investment in our common stock involves a high degree of risk. You should
carefully consider the risks and uncertainties described below and under Item 1A Risk Factors
contained in our Annual Report on Form 10-K for the year ended September 30, 2010, which is
incorporated herein by reference, as well as in the other documents we file with the SEC regarding
the proposed transaction with TGC.
The merger with TGC is subject to certain closing conditions which may not be satisfied, and as a
result, the merger may not be completed.
The closing of the merger with TGC is subject to certain customary closing conditions,
including, among other things:
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the approval of the issuance of shares of our common stock pursuant to the Merger
Agreement by our shareholders; |
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the approval of the Merger Agreement by TGC shareholders; |
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expiration or early termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976; |
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the absence of any judgment, injunction, order or decree in effect, or any law, statute,
rule or regulation enacted, that prohibits the consummation of the merger; |
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the effectiveness of a registration statement on Form S-4 of which this joint proxy
statement/prospectus forms a part and the authorization of the listing of the shares of our
common stock to be issued in the merger on the Nasdaq Stock Market; |
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certain officers of TGC having entered into employment agreements with TGC, as the
surviving entity of the merger, as of the effective time of the merger; |
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receipt by TGC of certain third-party consents; |
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receipt by TGC of the reconfirmation opinion, which is a reconfirmation from TGCs
financial adviser, as of the closing date, that the consideration to be received by TGC
shareholders in the merger is fair; and |
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other customary conditions, including the absence of a material adverse effect with
respect to either TGCs or the Companys respective businesses. |
There can be no assurance that all these closing conditions will be met, and if they are not
all met (or waived to the extent they can be waived), the merger will not be completed.
Failure to complete the merger with TGC could negatively impact the stock price and our future
business and financial results.
If the merger with TGC is not completed, we will have incurred significant costs, including
the diversion of management resources, for which we will have received little or no benefit and
would have exposed ourselves to a number of risks, including the following:
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we may experience negative reactions from clients and employees; |
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the current market price of our common stock may reflect a market assumption that the
merger will occur and a failure to complete the merger could result in a negative perception
by the stock market and a resulting decline in the market price of our common stock; |
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certain costs relating to the merger, including certain investment banking, financing,
legal and accounting fees and expenses, must be paid even if the merger is not completed;
and |
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there may be substantial disruption to our business and distraction of our management and
employees from day-to-day operations because matters related to the merger (including
integration planning) may require substantial commitments of time and resources, which could
otherwise have been devoted to other opportunities that could have been beneficial to the
Company. |
18
In addition, we may be required to pay TGC a termination fee of $2.35 million and reimburse
TGCs expenses up to $1.5 million if the Merger Agreement is terminated, depending on the specific
circumstances of the termination.
Whether or not the merger is completed, the announcement and pendency of the merger could disrupt
our business, which could have an adverse effect on our business, financial results and stock
price.
Whether or not the merger is completed, the announcement and pendency of the merger could
disrupt our business. We have diverted significant management resources in an effort to complete
the merger and are subject to restrictions contained in the Merger Agreement on the conduct of our
business, all of which could result in an adverse effect on our business, financial results and
stock price.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table sets forth for the periods indicated certain information with respect to
our purchases of our common stock:
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Total Number of |
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Shares Purchased as |
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Maximum Number of |
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a Part of a |
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Shares That May be |
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Total Number of |
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Average Price Paid |
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Publicly Announced |
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Purchased Under |
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Period |
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Shares Purchased (1) |
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per Share |
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Plan (2) |
|
|
Plan (2) |
|
April 1-30, 2011 |
|
|
|
|
|
|
|
|
|
|
N/A |
|
|
|
N/A |
|
May 1-31, 2011 |
|
|
|
|
|
|
|
|
|
|
N/A |
|
|
|
N/A |
|
June 1-30, 2011 |
|
|
8,104 |
|
|
|
34.17 |
|
|
|
N/A |
|
|
|
N/A |
|
|
|
|
(1) |
|
Represents the surrender of shares of our common stock to satisfy tax withholding obligations in connection
with the vesting of restricted stock issued to employees under our shareholder-approved long-term incentive
plan. |
|
(2) |
|
We did not have at any time during fiscal 2011 and currently do not have a share repurchase program in place. |
ITEM 6. EXHIBITS
The information required by this Item 6 is set forth in the Index to Exhibits accompanying
this Form 10-Q and is hereby incorporated by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
DAWSON GEOPHYSICAL COMPANY
|
|
DATE: August 9, 2011 |
By: |
/s/ Stephen C. Jumper
|
|
|
|
Stephen C. Jumper |
|
|
|
President and Chief Executive Officer |
|
|
|
|
|
DATE: August 9, 2011 |
By: |
/s/ Christina W. Hagan
|
|
|
|
Christina W. Hagan |
|
|
|
Executive Vice President, Secretary and
Chief Financial Officer |
|
19
INDEX TO EXHIBITS
|
|
|
Number |
|
Exhibit |
2.1
|
|
Agreement and Plan of Merger, dated as of March 20, 2011, by and between the Company, 6446 Acquisition Corp. and
TGC Industries, Inc. (the schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K)
(filed on March 21, 2011 as Exhibit 2.1 to the Companys Current Report on Form 8-K (File No. 001-34404) and
incorporated herein by reference). |
|
|
|
2.2
|
|
Form of Voting Agreement by and between the Company and the shareholders of TGC Industries, Inc. signatories
thereto (filed on March 21, 2011 as Exhibit 2.2 to the Companys Current Report on Form 8-K (File No. 001-34404)
and incorporated herein by reference). |
|
|
|
3.1
|
|
Second Restated Articles of Incorporation of the Company, as amended (filed on February 9, 2007 as Exhibit 3.1
to the Companys Quarterly Report on Form 10-Q for the quarter ended December 31, 2006 (File No. 000-10144) and
incorporated herein by reference and filed on November 28, 2007 as Exhibit 3.1 to the Companys Current Report
on Form 8-K (File No. 000-10144) and incorporated herein by reference). |
|
|
|
3.2
|
|
Second Amended and Restated Bylaws of the Company, as amended (filed on November 23, 2010 as Exhibit 3.2 to the
Companys Annual Report on Form 10-K for the fiscal year ended September 30, 2010 (File No. 001-34404) and
incorporated herein by reference). |
|
|
|
3.3
|
|
Amendment No. 2 to Second Amended and Restated Bylaws, as amended, of the Company (filed on March 21, 2011 as
Exhibit 3.1 to the Companys Current Report on Form 8-K (File No. 001-34404) and incorporated herein by
reference). |
|
|
|
3.4
|
|
Statement of Resolution Establishing Series of Shares of Series A Junior Participating Preferred Stock of the
Company (filed on July 9, 2009 as Exhibit 3.1 to the Companys Current Report on Form 8-K (File No. 000-10144)
and incorporated herein by reference). |
|
|
|
4.1
|
|
Rights Agreement effective as of July 23, 2009 between the Company and Mellon Investor Services LLC , as Rights
Agent, which includes as Exhibit A the form of Statement of Resolution Establishing Series of Shares of Series A
Junior Participating Preferred Stock setting forth the terms of the Preferred Stock, as Exhibit B the form of
Rights Certificate and as Exhibit C the Summary of Rights to Purchase Preferred Stock (filed on July 9, 2009 as
Exhibit 4.1 to the Companys Current Report on Form 8-K (File No. 000-10144) and incorporated herein by
reference). Pursuant to the Rights Agreement, Rights Certificates will not be mailed until after the
Distribution Date (as defined in the Rights Agreement). |
|
|
|
10.1
|
|
Form of Indemnification Agreement with Directors and Officers of the Company (filed on March 21, 2011 as Exhibit
10.1 to the Companys Current Report on Form 8-K (File No. 001-34404) and incorporated herein by reference). |
|
|
|
10.2*
|
|
Revolving Line of Credit and Term
Loan Agreement, dated as of June 30, 2011, between the Company and Western National Bank. |
|
|
|
10.3*
|
|
Security Agreement, dated as of
June 30, 2011, between the Company and Western National Bank. |
|
|
|
31.1*
|
|
Certification of Chief Executive Officer of Dawson Geophysical Company pursuant to Rule 13a-14(a) promulgated
under the Securities Exchange Act of 1934, as amended. |
|
|
|
31.2*
|
|
Certification of Chief Financial Officer of Dawson Geophysical Company pursuant to Rule 13a-14(a) promulgated
under the Securities Exchange Act of 1934, as amended. |
|
|
|
32.1*
|
|
Certification of Chief Executive Officer of Dawson Geophysical Company pursuant to Rule 13a-14(b) promulgated
under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United
States Code. |
|
|
|
32.2*
|
|
Certification of Chief Financial Officer of Dawson Geophysical Company pursuant to Rule 13a-14(b) promulgated
under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United
States Code. |
|
|
|
*** 101
|
|
The following materials from the Companys Quarterly
Report on Form 10-Q for the quarter ended June 30, 2011,
formatted in XBRL (Extensible Business Reporting
Language): (i) Statements of Operations for the three
months and the nine months ended June 30, 2011 and 2010,
(ii) Balance Sheets at June 30, 2011 and September 20,
2010, (iii) Statements of Cash Flows for the nine months
ended June 30, 2011 and 2010, and (iv) Notes to Financial
Statements. |
|
|
|
101.INS**
|
|
XBRL Instance Document |
|
|
|
101.SCH**
|
|
XBRL Taxonomy Extension Schema Document |
|
|
|
101.CAL**
|
|
XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
|
101.LAB**
|
|
XBRL Taxonomy Extension Label Linkbase Document |
|
|
|
101.PRE**
|
|
XBRL Taxonomy Extension Presentation Linkbase Document |
|
|
|
* |
|
Filed herewith. |
|
** |
|
Furnished herewith. |
|
*** |
|
Pursuant to Rule 406T of Regulation S-T, these interactive data files
are deemed not filed or part of a registration statement or prospectus
for purposes of Sections 11 or 12 of the Securities Act of 1933 or
Section 18 of the Securities Exchange Act of 1934 and otherwise are
not subject to liability under these sections. |
20