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): May 7, 2014
DAWSON GEOPHYSICAL COMPANY
(Exact name of Registrant as specified in its charter)
| TEXAS | 001-34404 | 75-0970548 | ||
| (State of incorporation or organization) |
(Commission file number) |
(I.R.S. employer identification number) |
| 508 W. WALL, SUITE 800 MIDLAND, TEXAS |
79701 | |||
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (432) 684-3000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 May 7, 2014, Dawson Geophysical Company (the “Company”) issued a press release (the “Press Release”) reporting its operating results for the quarter ended March 31, 2014, the second quarter of the Company’s 2014 fiscal year. This Form 8-K/A is submitted as an amendment to the Company’s Current Report on Form 8-K dated May 7, 2014 (the “Form 8-K”), which furnished the Press Release as Exhibit 99.1 thereto, in order to properly set forth certain of the components relating to the reconciliation of the Company’s EBITDA to its net cash provided by operating activities for the periods indicated in the Reconciliation of EBITDA to Net Cash Provided by Operating Activities table included in the Press Release.
The Reconciliation of EBITDA to Net Cash Provided by Operating Activities table in the Press Release is amended and restated in its entirety as follows:
| Three Months Ended March 31, | Six Months Ended March 31, | |||||||||||||||
| 2014 | 2013 | 2014 | 2013 | |||||||||||||
| (in 000’s) | (in 000’s) | |||||||||||||||
| Net cash provided by operating activities |
$ | 23,350 | $ | 3,399 | $ | 1,641 | $ | 12,413 | ||||||||
| Changes in working capital and other items |
(10,226 | ) | 17,332 | 16,747 | 23,296 | |||||||||||
| Noncash adjustments to net income (loss)(1) |
(468 | ) | (417 | ) | (872 | ) | (1,057 | ) | ||||||||
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| EBITDA |
$ | 12,656 | $ | 20,314 | $ | 17,516 | $ | 34,652 | ||||||||
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| (1) | Noncash adjustments to net income (loss) primarily consist of noncash compensation. |
Except as set forth 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 in this Item 2.02 is deemed to be furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934, as amended.
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: May 12, 2014 | By: | /s/ Christina W. Hagan | ||||
| Christina W. Hagan | ||||||
| Executive Vice President, Secretary and | ||||||
| Chief Financial Officer | ||||||