<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended September 30, 1995 Commission File No. 0-10144
DAWSON GEOPHYSICAL COMPANY
Incorporated in the State of Texas 75-0970548
(I.R.S. Employer
Identification No.)
208 South Marienfeld, Midland, Texas 79701
(Principal Executive Office)
Telephone Number: 915-682-7356
--------------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class Name of Each Exchange on which Registered
------------------- -----------------------------------------
Common Stock, $.33 1/3 par value None
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the 12 preceding months, and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K ( 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Party III of this
Form 10-K or any amendment to this Form 10-K. [ X ]
The aggregate market value of the Common Stock of the Registrant based
upon the mean between the closing high and low price of the Common Stock as of
November 10, 1995 (as reported by NASDAQ), held by non-affiliates was
approximately $27,325,677 (See Item 12). On that date, there were 4,149,050
shares of Dawson Geophysical Company Common stock, $.33 1/3 par value,
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The information required by Items 1, 5, 6, 7 and 8 of Parts I and II
hereof is incorporated by reference to the Registrant's 1995 Annual Report
filed or to be filed with the Commission no later than 120 days after the end
of the fiscal year covered by this Form 10-K.
The information required by Items 4, 10, 11 and 12 of Parts I and III
hereof is incorporated by reference to the Registrant's definitive proxy
statement filed or to be filed with the Commission no later than 120 days after
the end of the fiscal year covered by this Form 10-K.
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Part I
p
Item 1. BUSINESS
There are no patents, trademarks, franchises or concessions held by
the Registrant. Software licenses held by the Registrant are considered
ordinary and replaceable. Although the Registrant has individual customers
that comprise more than 10% of its total annual revenues, the Registrant does
not consider the loss of any individual customer to have a material adverse
effect on the Registrant due to the demand for the Registrant's services and
for the services of the industry in which the Registrant competes. Competitors
of the Registrant consist primarily of subsidiary companies of large
corporations. Services provided by competitor companies other than provided by
the Registrant may include marine geophysics, speculative acquisition of
seismic data, a library of seismic data, or a combination of these factors.
The Registrant considers price and quality of service to be its principal
methods of competition. Indicative of its level of commitment to the
proprietary data of its customers, the Registrant does not maintain a library
of seismic data or participate in speculative seismic data acquisition.
Although the business of the Registrant is not considered seasonal, it does
depend on favorable weather.
Additional information required by this Item 1 is hereby incorporated
by reference to the Registrant's 1995 Annual Report (first page after front
cover, page 2 and page 21) filed or to be filed by the Registrant with the
Securities and Exchange Commission pursuant to Regulation 14A of the Securities
and Exchange Act of 1934 within 120 days after the end of the fiscal year
covered by this Form 10-K. (Exhibit 13 hereto.)
Item 2. PROPERTIES
The principal facilities of the Registrant are summarized in the table
below.
<TABLE>
<CAPTION>
Building Area
Fee or Square
Location Leased Purpose Feet
- - -------- ------ ------- ----
<S> <C> <C> <C>
Midland, TX Fee Executive offices and 10,400
data processing
Midland, TX Fee Field Office 53,000
Equipment fabrication
Maintenance and repairs
</TABLE>
1
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The Registrant owns additional undeveloped real property consisting of
approximately 21,000 square feet in Midland, Texas, adjacent to the
headquarters office building.
The Registrant operates only in one industry segment and only in the
United States.
Item 3. LEGAL PROCEEDINGS
On July 1, 1995, an automobile accident claimed the lives of four
employees which involved an automobile owned by the Company. The Company is a
defendant in a lawsuit filed by the families of two of the employees whose
deaths resulted from the accident. The families filed suit against the Company
under the gross negligence provisions of the Texas Workers' Compensation Act.
Accordingly, the Company believes its exposure is limited to exemplary damages
of $36 million. The litigation is currently in the discovery stage. The
Company has approximately $12 million of insurance coverage available to
provide against an unfavorable outcome in this matter. Due to the
uncertainties inherent in litigation, no absolute assurance can be given as to
the ultimate outcome of this suit. However, the Company believes, based on
knowledge of the facts to date and consultation with its legal advisors, that
liabilities, if any, from this suit should not have a material adverse effect
on the Company's financial position.
The Company is party to other legal actions arising in the ordinary
course of its business, none of which management believes will result in a
material adverse effect on the Company's financial position or results of
operations, as the Company believes it is adequately insured.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter has been submitted during the fourth quarter of the 1995
fiscal year to a vote of security holders, through the solicitation of proxies
or otherwise. However, please refer to the Registrant's Proxy Statement dated
November 10, 1995, filed or to be filed with the Commission no later than 120
days after the end of the fiscal year covered by this Form 10-K, notifying as
to the election of Directors and selection of KPMG Peat Marwick LLP as
independent public accountants of the Company (requiring an affirmative vote of
a majority of shares present or represented by proxy), at the Annual Meeting to
be held on January 9, 1996.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information required by this Item 5 is hereby incorporated by
reference to the Registrant's 1995 Annual Report (page 28, "Common Stock
Information") referred to in Item 1 above.
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Item 6. SELECTED FINANCIAL DATA
The information required by this Item 6 is hereby incorporated by
reference to the Registrant's 1995 Annual Report (page 1, "Financial
Highlights") referred to above in Item 1.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information required by this Item 7 is hereby incorporated by
reference to the Registrant's 1995 Annual Report (pages 14 to 16) referred to
in Item 1.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The report of independent public accountants appearing on page 27 and
the financial statements appearing on pages 17 through 26 of Registrant's 1995
Annual Report for the year ended September 30, 1995, referred to above in Item
1, are incorporated herein by reference.
Item 9. CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item 10 with respect to Directors and
Executive Officers is hereby incorporated by reference to the Registrant's
Proxy Statement dated November 10, 1995 (page 2) filed or to be filed by the
Registrant with the Securities and Exchange Commission pursuant to Regulation
14A of the Securities and Exchange Act of 1934 within 120 days after the end of
the fiscal year covered by this Form 10-K.
Item 11. EXECUTIVE COMPENSATION
The information required by this Item 11 is hereby incorporated by
reference to the Registrant's Proxy Statement (page 3) referred to above in
Item 10.
3
<PAGE> 5
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item 12 with respect to security
ownership of certain beneficial owners is hereby incorporated by reference to
the Registrant's Proxy Statement (page 5, "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS") referred to above in Item 10.
The information required by this Item 12 with respect to security
ownership of management is hereby incorporated by reference to the Registrant's
Proxy Statement (page 5, "SECURITY OWNERSHIP OF MANAGEMENT") referred to above
in Item 10.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
The following financial statements of the Registrant, included in
pages 17 through 26 of the Registrant's 1995 Annual Report to Shareholders for
the year ended September 30, 1995, and the Independent Auditors' Report on page
27 of such report, are incorporated herein by reference:
Description
Balance Sheets, September 30, 1995 and 1994
Statements of Operations
For the Years Ended
September 30, 1995, 1994 and 1993
Statements of Cash Flows
For the Years Ended
September 30, 1995, 1994 and 1993
4
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Statements of Stockholders' Equity
For the Years Ended
September 30, 1995, 1994 and 1993
Notes to Financial Statements
Independent Auditors' Report
(a) 2. All schedules are omitted because they are not applicable,
not required or because the required information is included in the financial
statements or notes thereto.
(a) 3. Exhibits
The exhibits and financial statement schedules filed as a part of this
report are listed below according to the number assigned to it in the exhibit
table of Item 601 of Regulation S-K:
(3) Restated Articles of Incorporation and Bylaws.
(4) Instruments defining the rights of security holders,
including indentures.
(9) Voting Trust Agreement -- None; consequently, omitted.
(10) Material Contracts.
(11) Statement re: computation of per share earnings --
Not Applicable.
(12) Statement re: Computation of ratios -- Not Applicable.
(13) 1995 Annual Report.
(18) Letter re: change in accounting principles -- Not Applicable.
(19) Previously unfiled documents -- No documents have been
executed or in effect during the reporting period which
should have been filed; consequently, this exhibit has
been omitted.
(22) Subsidiaries of the Registrant -- There are no subsidiaries of
the Registrant; consequently, this exhibit has been omitted.
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(23) Published report regarding matters submitted to vote of
security holders -- None; consequently, omitted.
(24) Consent of experts and counsel -- Not applicable.
(25) Power of Attorney -- There are no signatures contained
within this report pursuant to a power of attorney;
consequently, this exhibit has been omitted.
(b) Reports on Form 8-K
The Registrant has not filed any reports on Form 8-K
during the last quarter of the year ended September 30,
1995.
(27) Financial Data Schedule.
(28) Additional Exhibits -- None.
(29) Information from reports furnished to state insurance
regulatory authorities -- None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in the City of Midland,
and the State of Texas, on the 10th day of November, 1995.
DAWSON GEOPHYSICAL COMPANY
By: /s/ L. Decker Dawson
--------------------------------
L. Decker Dawson, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons in the capacities and on
the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- - --------- ----- ----
<S> <C> <C>
/s/ L. Decker Dawson President, Principal 11-10-95
- - ------------------------------------------- Executive and Financial
L. Decker Dawson Officer and Director
/s/ Floyd B. Graham Vice President and 11-10-95
- - ------------------------------------------- Director
Floyd B. Graham
/s/ Howell W. Pardue Vice President and 11-10-95
- - ------------------------------------------- Director
Howell W. Pardue
/s/ Calvin J. Clements Director 11-10-95
- - --------------------------------------------
Calvin J. Clements
/s/ Matthew P. Murphy Director 11-10-95
- - -------------------------------------------
Matthew P. Murphy
/s/ Tim C. Thompson Director 11-10-95
- - ------------------------------------------
Tim C. Thompson
/s/ Paula W. Henry Secretary 11-10-95
- - --------------------------------------------
Paula W. Henry
/s/ Christina W. Hagan Treasurer 11-10-95
- - -------------------------------------------
Christina W. Hagan
</TABLE>
7
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Exhibit Page
- - ------ ------- ----
<S> <C> <C>
(1) *
(2) *
(3) Articles of Incorporation and Bylaws **
(4) Instruments defining the rights of security **
holders, including indentures
(5) *
(6) *
(7) *
(8) *
(9) Voting Trust Agreement Omit
(10) Material Contracts **
(11) Statement re: computation of per share Omit
earnings
(12) Statement re: computation of ratios Omit
(13) 1995 Annual Report to Stockholders Omit
(14) *
(15) *
(16) *
(17) *
(18) Letter re: change in accounting principles Omit
(19) Previously unfiled documents Omit
(20) *
(21) *
(22) Subsidiaries of the Registrant Omit
(23) Published report regarding matters submitted Omit
to vote of security holders
(24) Consent of experts Omit
(25) Power of Attorney Omit
(26) *
(27) Financial Data Schedule
(28) Additional Exhibits Omit
(29) Information from reports furnished to state Omit
insurance regulatory authorities
</TABLE>
*This exhibit is not required to be filed in accordance with
Item 601 of Regulation S-K.
**Incorporated by reference to Registrant's Form 10-K, dated
September 30, 1994 (Commission File No. 0-10144).
8
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1994
<PERIOD-END> SEP-30-1995
<CASH> 1,671,000
<SECURITIES> 3,767,000
<RECEIVABLES> 5,008,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10,792,000
<PP&E> 39,248,000
<DEPRECIATION> (17,698,000)
<TOTAL-ASSETS> 32,342,000
<CURRENT-LIABILITIES> 1,151,000
<BONDS> 0
<COMMON> 1,383,000
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 32,342,000
<SALES> 28,188,000
<TOTAL-REVENUES> 28,188,000
<CGS> 25,192,000
<TOTAL-COSTS> 25,192,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (170,000)
<INCOME-PRETAX> 3,440,000
<INCOME-TAX> (1,266,000)
<INCOME-CONTINUING> 2,174,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,174,000
<EPS-PRIMARY> .54
<EPS-DILUTED> 0
</TABLE>
