DIGICON INC
10-Q/A, 1995-05-15
OIL & GAS FIELD EXPLORATION SERVICES
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<PAGE>   1
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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                            ______________________

                                 FORM 10-Q/A         
                              (Amendment No. 1)

[X]        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

               FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 1995
                                      
                                      OR

[ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

        For the transition period from ____________ to _______________

                         Commission file number 1-7427

                                  DIGICON INC.
             (Exact name of registrant as specified in its charter)

                   DELAWARE                                      76-0343152
      (State or other jurisdiction of                         (I.R.S. Employer
       incorporation or organization)                        Identification No.)
                                                                               
                                                            
  3701 KIRBY DRIVE, SUITE #112, HOUSTON, TEXAS                       77098
    (Address of principal executive offices)                      (Zip Code)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE              (713) 526-5611

                                  NO CHANGES
              (Former name, former address and former fiscal year,
                         if changed since last report)

         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  X  No 
                                                  ---    ---

     APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
                          THE PRECEDING FIVE YEARS:

         Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.    Yes  X  No 
                             ---    ---

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.


                 CLASS                       OUTSTANDING AT APRIL 28, 1995
      Common Stock, $.01 par value                      11,134,939

================================================================================
<PAGE>   2


Item 6. Exhibits and Reports on Form 8-K

a)       Exhibits filed with this report:

         11)     Computation of income (loss) per common and common equivalent
                 share for the three and six months ended January 31, 1995 and
                 1994 (previously filed).

         27)     Financial Data Schedule for the period ended January 31, 1995
                 (filed electronically herewith).

b)       Reports on Form 8-K

         1)      Form 8-K Report was filed as of January 17, 1995 with respect
                 to a one for three reverse split of the Company's outstanding
                 common stock which was approved by the Company's stockholders
                 at the 1994 Annual Meeting held on December 14, 1994.





                                      1
<PAGE>   3
- --------------------------------------------------------------------------------

                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                                               DIGICON INC.
                                    ----------------------------------
                                               (Registrant)
                                   
                                   
                                   
                                   
 Date:     May 16, 1995                     Stephen J. Ludlow
           -----------            ----------------------------------
                                            Stephen J. Ludlow
                                               (President)
                                   
                                   
                                   
                                   
 Date:     May 16, 1995                    Richard W. McNairy
           -----------            ----------------------------------
                                            Richard W. McNairy
                                      (Principal Financial Officer)





                                       2
<PAGE>   4
                               INDEX TO EXHIBITS


Exhibit No.
- -----------
    11)    Computation of income (loss) per common and common equivalent share 
           for the three and six months ended January 31, 1995 and 1994
           (previously filed).       

    27)    Financial Data Schedule for the period ended January 31, 1995
           (filed electronically herewith).



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This Schedule contains Summary Financial Information extracted from (A) Digicon 
Inc.'s Form 10-Q for the quarter ended January 31, 1995 and is qualified in 
its entirety by reference to such (B) Form 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JUL-31-1995
<PERIOD-START>                              AUG-1-1994
<PERIOD-END>                               JAN-31-1995
<CASH>                                           3,471
<SECURITIES>                                         0
<RECEIVABLES>                                   37,948
<ALLOWANCES>                                       613
<INVENTORY>                                      1,692
<CURRENT-ASSETS>                                49,486
<PP&E>                                         103,431
<DEPRECIATION>                                  60,499
<TOTAL-ASSETS>                                 135,200
<CURRENT-LIABILITIES>                           43,183
<BONDS>                                         24,077
<COMMON>                                           111
                                0
                                          0
<OTHER-SE>                                      62,172
<TOTAL-LIABILITY-AND-EQUITY>                   135,200
<SALES>                                              0
<TOTAL-REVENUES>                                62,266
<CGS>                                                0
<TOTAL-COSTS>                                   59,786
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               2,501
<INCOME-PRETAX>                                  2,480
<INCOME-TAX>                                     1,044
<INCOME-CONTINUING>                              1,436
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,436
<EPS-PRIMARY>                                      .13<F1>
<EPS-DILUTED>                                      .13<F1>
<FN>
<F1>EPS are in whole dollars. Depreciation and amortization totalled 
$6,846,000 for the six months ended January 31, 1995.
</FN>
        


</TABLE>


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