0001104659-16-105236.txt : 20160315 0001104659-16-105236.hdr.sgml : 20160315 20160315163658 ACCESSION NUMBER: 0001104659-16-105236 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160311 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20160315 DATE AS OF CHANGE: 20160315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAWSON GEOPHYSICAL CO CENTRAL INDEX KEY: 0000799165 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 742095844 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-32472 FILM NUMBER: 161507366 BUSINESS ADDRESS: STREET 1: 508 WEST WALL STREET 2: SUITE 800 CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: 4326843000 MAIL ADDRESS: STREET 1: 508 WEST WALL STREET 2: SUITE 800 CITY: MIDLAND STATE: TX ZIP: 79701 FORMER COMPANY: FORMER CONFORMED NAME: TGC INDUSTRIES INC DATE OF NAME CHANGE: 19920703 8-K/A 1 a16-6388_18ka.htm AMENDMENT TO FORM 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of report (date of earliest event reported): March 11, 2016

 

DAWSON GEOPHYSICAL COMPANY

(Exact name of Registrant as specified in its charter)

 

TEXAS

 

001-32472

 

74-2095844

(State of incorporation
or organization)

 

(Commission file number)

 

(I.R.S. employer identification number)

 

508 West Wall, Suite 800

Midland, Texas 79701

(Address of principal executive offices)

 

(432) 684-3000

(Registrant’s telephone number, including area code)

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act  (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act   (17 CFR 240.13e-4(c))

 

 

 



 

Item 2.02.             Results of Operations and Financial Condition.

 

On March 11, 2016, Dawson Geophysical Company (the “Company”) issued a press release (the “Press Release”) reporting its preliminary financial results for its fiscal 2015 year-end and the quarter ended December 31, 2015, the fourth quarter of the Company’s 2015 fiscal year. This form 8-K/A is filed as an amendment to the Company’s Current Report on Form 8-K dated March 11, 2016 (the “Form 8-K”), which furnished the Press Release as Exhibit 99.1 thereto, and is being filed to correct an error in the Reconciliation of EBITDA to Net Cash Provided by (Used In) Operating Activities table included in the financial information set forth in the Press Release. The amounts provided in the Press Release for total reconciled EBITDA were correct, but two of the component calculations (“Net cash provided by (used in) operating activities” and “Changes in working capital and other items) required correction (as set forth in the table below) for the quarter ended December 31, 2015 as well as the 2015 fiscal year.

 

The Reconciliation of EBITDA to Net Cash Provided by (Used In) Operating Activities table in the Press Release is amended and restated as follows:

 

Reconciliation of EBITDA to Net Cash Provided by (Used In) Operating Activities

 

 

 

Three Months Ended

 

Twelve Months Ended

 

 

 

December 31,

 

December 31,

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

(in thousands)

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

$

2,734

 

$

(1,683

)

$

20,612

 

$

30,472

 

Changes in working capital and other items

 

1,573

 

5,040

 

(11,968

)

(8,426

)

Noncash adjustments to net loss

 

(362

)

(451

)

(1,156

)

(1,270

)

EBITDA

 

$

3,945

 

$

2,906

 

$

7,488

 

$

20,776

 

 

Other than the correction of the table described above, no other changes have been made to the Form 8-K or the Press Release.

 

Pursuant to the rules and regulations of the Securities and Exchange Commission, the information set forth herein is deemed to be furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

2



 

SIGNATURES

 

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

 

 

DAWSON GEOPHYSICAL COMPANY

 

 

 

 

Date: March 15, 2016

By:

/s/ Christina W. Hagan

 

 

Christina W. Hagan

 

 

Executive Vice President, Secretary and

 

 

Chief Accounting Officer

 

3