Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 09, 2017 | Jun. 30, 2016 | |
Document and Entity Information | |||
Entity Registrant Name | DAWSON GEOPHYSICAL CO | ||
Entity Central Index Key | 799,165 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 163,401,000 | ||
Entity Common Stock, Shares Outstanding | 21,663,628 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 14,624,000 | $ 37,009,000 |
Short-term investments | 40,250,000 | 21,000,000 |
Accounts receivable, net of allowance for doubtful accounts of $250,000 at December 31, 2016 and 2015 | 16,031,000 | 35,700,000 |
Prepaid expenses and other assets | 4,822,000 | 6,150,000 |
Total current assets | 75,727,000 | 99,859,000 |
Property and equipment | 324,950,000 | 345,619,000 |
Less accumulated depreciation | (214,033,000) | (198,052,000) |
Net property and equipment | 110,917,000 | 147,567,000 |
Intangibles | 487,000 | 361,000 |
Long-term deferred tax assets, net | 535,000 | |
Total assets | 187,666,000 | 247,787,000 |
Current liabilities: | ||
Accounts payable | 5,617,000 | 8,401,000 |
Accrued liabilities: | ||
Payroll costs and other taxes | 885,000 | 1,074,000 |
Other | 2,983,000 | 4,604,000 |
Deferred revenue | 3,155,000 | 6,146,000 |
Current maturities of notes payable and obligations under capital leases | 2,357,000 | 8,585,000 |
Total current liabilities | 14,997,000 | 28,810,000 |
Long-term liabilities: | ||
Notes payable and obligations under capital leases less current maturities | 2,106,000 | |
Deferred tax liabilities, net | 146,000 | 5,319,000 |
Other accrued liabilities | 1,639,000 | 1,834,000 |
Total long-term liabilities | 1,785,000 | 9,259,000 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock-par value $1.00 per share; 4,000,000 shares authorized, none outstanding | ||
Common stock-par value $0.01 per share; 35,000,000 shares authorized, 21,704,851 and 21,629,310 shares issued, and 21,656,406 and 21,580,865 shares outstanding at December 31, 2016 and 2015, respectively | 217,000 | 216,000 |
Additional paid-in capital | 142,998,000 | 142,269,000 |
Retained earnings | 29,265,000 | 69,057,000 |
Treasury stock, at cost; 48,445 shares at December 31, 2016 and 2015 | ||
Accumulated other comprehensive loss, net | (1,596,000) | (1,824,000) |
Total stockholders' equity | 170,884,000 | 209,718,000 |
Total liabilities and stockholders' equity | $ 187,666,000 | $ 247,787,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
CONSOLIDATED BALANCE SHEETS | ||
Allowance for doubtful accounts | $ 250,000 | $ 250,000 |
Preferred stock, par value (in dollars per share) | $ 1 | $ 1 |
Preferred stock, shares authorized | 4,000,000 | 4,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 35,000,000 | 35,000,000 |
Common stock, shares issued | 21,704,851 | 21,629,310 |
Common stock, shares outstanding | 21,656,406 | 21,580,865 |
Treasury stock, shares | 48,445 | 48,445 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2014 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||||
Operating revenues | $ 50,802,000 | $ 133,330,000 | $ 234,685,000 | $ 261,683,000 |
Operating costs: | ||||
Operating expenses | 42,957,000 | 121,661,000 | 205,566,000 | 223,336,000 |
General and administrative | 5,093,000 | 16,822,000 | 22,729,000 | 16,083,000 |
Depreciation and amortization | 9,736,000 | 44,283,000 | 47,072,000 | 40,168,000 |
Operating expenses, total | 57,786,000 | 182,766,000 | 275,367,000 | 279,587,000 |
Loss from operations | (6,984,000) | (49,436,000) | (40,682,000) | (17,904,000) |
Other income (expense): | ||||
Interest income | 20,000 | 347,000 | 159,000 | 73,000 |
Interest expense | (93,000) | (260,000) | (609,000) | (535,000) |
Other income | 154,000 | 3,108,000 | 1,098,000 | 466,000 |
Loss before income tax | (6,903,000) | (46,241,000) | (40,034,000) | (17,900,000) |
Income tax benefit (expense): | ||||
Current | (39,000) | 396,000 | (291,000) | (787,000) |
Deferred | 1,951,000 | 6,053,000 | 14,046,000 | 6,067,000 |
Total | 1,912,000 | 6,449,000 | 13,755,000 | 5,280,000 |
Net loss | (4,991,000) | (39,792,000) | (26,279,000) | (12,620,000) |
Other comprehensive income (loss): | ||||
Net unrealized income (loss) on foreign exchange rate translation, net | (127,000) | 228,000 | (1,480,000) | (217,000) |
Comprehensive loss | $ (5,118,000) | $ (39,564,000) | $ (27,759,000) | $ (12,837,000) |
Basic loss per share attributable to common stock | $ (0.36) | $ (1.84) | $ (1.27) | $ (0.90) |
Diluted loss per share attributable to common stock | (0.36) | $ (1.84) | $ (1.27) | (0.90) |
Cash dividend declared per share of common stock | $ 0.05 | $ 0.14 | ||
Weighted average equivalent common shares outstanding | 14,019,813 | 21,611,562 | 20,688,185 | 14,008,635 |
Weighted average equivalent common shares outstanding - assuming dilution | 14,019,813 | 21,611,562 | 20,688,185 | 14,008,635 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Total |
Balance at beginning of period at Sep. 30, 2013 | $ 142,000 | $ 97,390,000 | $ 115,528,000 | $ 213,060,000 | |
Balance at beginning of period (in shares) at Sep. 30, 2013 | 14,180,220 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (12,620,000) | (12,620,000) | |||
Unrealized gain (loss) on foreign exchange rate translation | $ (345,000) | ||||
Income tax benefit | 128,000 | ||||
Other comprehensive gain (loss) | (217,000) | (217,000) | |||
Stock-based compensation expense | 1,054,000 | 1,054,000 | |||
Shares exchanged for taxes on stock-based compensation | (15,000) | (15,000) | |||
Shares exchanged for taxes on stock-based compensation (in shares) | (836) | ||||
Issuance of common stock as compensation | 171,000 | 171,000 | |||
Issuance of common stock as compensation (in shares) | 9,706 | ||||
Issuance of common stock under stock compensation plans (in shares) | 2,640 | ||||
Exercise of stock options | 32,000 | 32,000 | |||
Exercise of stock options (in shares) | 3,080 | ||||
Dividends paid | (1,935,000) | (1,935,000) | |||
Balance at end of period at Sep. 30, 2014 | $ 142,000 | 98,632,000 | 100,973,000 | (217,000) | 199,530,000 |
Balance at end of period (in shares) at Sep. 30, 2014 | 14,194,810 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (4,991,000) | (4,991,000) | |||
Unrealized gain (loss) on foreign exchange rate translation | (203,000) | ||||
Income tax benefit | 76,000 | ||||
Other comprehensive gain (loss) | (127,000) | (127,000) | |||
Stock-based compensation expense | 287,000 | 287,000 | |||
Issuance of common stock as compensation | 165,000 | 165,000 | |||
Issuance of common stock as compensation (in shares) | 21,730 | ||||
Dividends paid | (646,000) | (646,000) | |||
Balance at end of period at Dec. 31, 2014 | $ 142,000 | 99,084,000 | 95,336,000 | (344,000) | 194,218,000 |
Balance at end of period (in shares) at Dec. 31, 2014 | 14,216,540 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (26,279,000) | (26,279,000) | |||
Unrealized gain (loss) on foreign exchange rate translation | (2,106,000) | ||||
Income tax benefit | 626,000 | ||||
Other comprehensive gain (loss) | (1,480,000) | (1,480,000) | |||
Stock-based compensation expense | 890,000 | 890,000 | |||
Shares exchanged for taxes on stock-based compensation | (248,000) | (248,000) | |||
Shares exchanged for taxes on stock-based compensation (in shares) | (41,855) | ||||
Stock consideration issued in merger | $ 74,000 | 42,828,000 | 42,902,000 | ||
Stock consideration issued in merger (in shares) | 7,381,476 | ||||
Issuance of common stock as compensation | 266,000 | 266,000 | |||
Issuance of common stock as compensation (in shares) | 58,937 | ||||
Issuance of common stock under stock compensation plans (in shares) | 14,212 | ||||
Tax deficit recorded to hypothetical apic pool | (551,000) | (551,000) | |||
Balance at end of period at Dec. 31, 2015 | $ 216,000 | 142,269,000 | 69,057,000 | (1,824,000) | $ 209,718,000 |
Balance at end of period (in shares) at Dec. 31, 2015 | 21,629,310 | 21,580,865 | |||
Increase (Decrease) in Stockholders' Equity | |||||
Net loss | (39,792,000) | $ (39,792,000) | |||
Unrealized gain (loss) on foreign exchange rate translation | 496,000 | ||||
Income tax benefit | (268,000) | ||||
Other comprehensive gain (loss) | 228,000 | 228,000 | |||
Stock-based compensation expense | 462,000 | 462,000 | |||
Shares exchanged for taxes on stock-based compensation | (72,000) | (72,000) | |||
Shares exchanged for taxes on stock-based compensation (in shares) | (10,880) | ||||
Issuance of common stock as compensation | $ 1,000 | 416,000 | 417,000 | ||
Issuance of common stock as compensation (in shares) | 66,200 | ||||
Issuance of common stock under stock compensation plans (in shares) | 20,221 | ||||
Tax deficit recorded to hypothetical apic pool | (77,000) | (77,000) | |||
Balance at end of period at Dec. 31, 2016 | $ 217,000 | $ 142,998,000 | $ 29,265,000 | $ (1,596,000) | $ 170,884,000 |
Balance at end of period (in shares) at Dec. 31, 2016 | 21,704,851 | 21,656,406 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (4,991,000) | $ (39,792,000) | $ (26,279,000) | $ (12,620,000) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 9,736,000 | 44,283,000 | 47,072,000 | 40,168,000 |
Noncash compensation | 452,000 | 879,000 | 1,156,000 | 1,225,000 |
Deferred income tax benefit | (1,951,000) | (6,053,000) | (14,046,000) | (6,067,000) |
Gain on insurance proceeds from insurance settlements | (2,269,000) | (407,000) | ||
Change in other long-term liabilities | (195,000) | 1,834,000 | ||
(Gain) loss on disposal of assets | (167,000) | 815,000 | (108,000) | |
Other | (614,000) | 186,000 | (81,000) | 51,000 |
Change in current assets and liabilities: | ||||
Decrease (increase) in accounts receivable | 2,862,000 | 19,669,000 | 15,883,000 | (2,507,000) |
Decrease (increase) in prepaid expenses and other assets | (3,283,000) | 1,328,000 | 1,752,000 | (1,683,000) |
Decrease in accounts payable | (4,923,000) | (4,326,000) | (3,128,000) | (3,467,000) |
(Decrease) increase in accrued liabilities | 78,000 | (1,810,000) | (4,579,000) | (1,909,000) |
(Decrease) increase in deferred revenue | 951,000 | (2,991,000) | 620,000 | (2,637,000) |
Net cash provided by (used in) operating activities | (1,683,000) | 8,742,000 | 20,612,000 | 10,446,000 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Cash acquired from merger | 12,382,000 | |||
Capital expenditures, net of noncash capital expenditures summarized below | (2,555,000) | (8,251,000) | (6,846,000) | (35,281,000) |
Proceeds from maturity of short-term investments | 7,750,000 | 91,750,000 | 34,500,000 | 29,250,000 |
Acquisition of short-term investments | (9,500,000) | (111,000,000) | (26,750,000) | (32,750,000) |
Proceeds from disposal of assets | 631,000 | 1,922,000 | 1,501,000 | 2,686,000 |
Proceeds on flood insurance claims | 2,850,000 | 1,000,000 | ||
Net cash (used in) provided by investing activities | (3,674,000) | (22,729,000) | 15,787,000 | (36,095,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from promissory note | 5,144,000 | |||
Proceeds from notes payable | 10,000,000 | |||
Principal payments on notes payable | (1,783,000) | (7,554,000) | (16,348,000) | (10,823,000) |
Principal payments on capital lease obligations | (288,000) | (780,000) | (1,535,000) | (932,000) |
Excess tax benefit from share-based payment arrangement | (77,000) | (551,000) | ||
Tax withholdings related to stock-based compensation awards | (72,000) | (316,000) | ||
Proceeds from exercise of stock options | 32,000 | |||
Dividends paid | (646,000) | (1,935,000) | ||
Net cash used in financing activities | (2,717,000) | (8,483,000) | (13,606,000) | (3,658,000) |
Effect of exchange rate changes in cash and cash equivalents | (35,000) | 85,000 | (428,000) | (345,000) |
Net (decrease) increase in cash and cash equivalents | (8,109,000) | (22,385,000) | 22,365,000 | (29,652,000) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 22,753,000 | 37,009,000 | 14,644,000 | 52,405,000 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 14,644,000 | 14,624,000 | 37,009,000 | 22,753,000 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||||
Cash paid for interest | 93,000 | 260,000 | 620,000 | 537,000 |
Cash paid for income taxes | 33,000 | 692,000 | 735,000 | |
Cash received for income taxes | 18,000 | 348,000 | 752,000 | 3,000 |
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||||
Increase (decrease) in accrued purchases of property and equipment | 52,000 | $ 1,542,000 | (52,000) | (1,693,000) |
Capital lease obligations incurred | $ 651,000 | 126,000 | $ 485,000 | |
Stock consideration to consummate the merger | 42,902,000 | |||
Financed insurance premiums | $ 1,046,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Organization and Nature of Operations The Company is a leading provider of onshore seismic data acquisition and processing services. 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. The Company operates in the lower 48 states of the U.S. and in Canada. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Dawson Operating LLC, Eagle Canada, Inc., Dawson Seismic Services Holdings, Inc., Eagle Canada Seismic Services ULC, Tidelands Geophysical Co., Inc. and Exploration Surveys, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. Cash Equivalents For purposes of the financial statements, the Company considers demand deposits, certificates of deposit, overnight investments, money market funds and all highly liquid debt instruments purchased with an initial maturity of three months or less to be cash equivalents. 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 industry’s business cycle can cause swift and unpredictable changes in the financial stability of the Company’s clients. Property and Equipment Property and equipment is capitalized at historical cost and depreciated over the useful life of the asset. Management’s estimation of this useful life is based on circumstances that exist in the seismic industry and information available at the time of the purchase of the asset. As circumstances change and new information becomes available, these estimates could change. During the year ended December 31, 2016, we recognized approximately $1,300,000 in depreciation expense associated with changes in the estimated life of certain recording equipment assets. 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. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment when triggering events occur suggesting 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. Management’s forecast of future cash flows used to perform impairment analysis includes estimates of future revenues and expenses based on the Company’s anticipated future results, while considering anticipated future oil and natural gas prices which is fundamental in assessing demand for the Company’s services. If the carrying amounts of the assets exceed the estimated expected undiscounted future cash flows, the Company measures the amount of possible impairment by comparing the carrying amount of the assets to the fair value. No impairment charges were recognized for the years ended December 31, 2016 and 2015, the three months ended December 31, 2014 and the year ended September 30, 2014. Leases The Company leases certain vehicles under lease agreements. The Company evaluates each lease to determine its appropriate classification as an operating or capital lease for financial reporting purposes. Any lease that does not meet the criteria for a capital lease is accounted for as an operating lease. The assets and liabilities under capital leases are recorded at the lower of the present value of the minimum lease payments or the fair market value of the related assets. Assets under capital leases are amortized using the straight-line method over the initial lease term. Amortization of assets under capital leases is included in depreciation expense. Intangibles The Company has non-amortizing assets consisting primarily of trademarks/tradenames resulting from a business combination. The Company tests for impairment on an annual basis during the fourth quarter, and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. No impairment charges were recognized for the years ended December 31, 2016 and 2015. 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 client 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, clients are billed in advance of services performed. In those cases, the Company recognizes the liability as deferred revenue. As services are performed, those deferred revenue amounts are recognized as revenue. In some instances, the contract contains certain permitting, surveying and drilling costs that are incorporated into the per-unit-of-data-acquired rate. In these circumstances, these set-up costs that occur prior to initiating revenue recognition are capitalized and amortized as data is acquired. Stock-Based Compensation The Company measures all stock-based compensation awards, which include stock options, restricted stock, restricted stock units and common stock, using the fair value method and recognizes compensation expense, net of estimated forfeitures, in its consolidated financial statements. The Company records compensation expense as operating or general and administrative expense, as appropriate, in the consolidated statements of operations on a straight-line basis over the vesting period of the related awards. Foreign Currency Translation The U.S. Dollar is the reporting currency for all periods presented. The functional currency of the Company’s foreign subsidiaries is generally the local currency. All assets and liabilities denominated in a foreign currency are translated into U.S. Dollars at the exchange rate on the balance sheet date. Income and expenses are translated using the exchange rate applicable to each transaction. Equity transactions are translated using historical exchange rates. Adjustments resulting from translation are recorded as a separate component of accumulated other comprehensive income (loss) in the consolidated balance sheets. Foreign currency transaction gains (losses) are included in the consolidated statements of operations as other income (expense). Income Taxes The Company accounts for income taxes by recognizing amounts of taxes payable or refundable for the current year, and by using 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 Company’s 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. Management’s methodology for recording income taxes requires judgment regarding assumptions and the use of estimates, including determining the annual 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 Company’s provision or benefit for income taxes. Due to recent operating losses and valuation allowances, the Company may recognize reduced or no tax benefits on future losses on the Consolidated Statements of Operations and Comprehensive Loss. The Company’s effective tax rates differ from the statutory federal rate of 35% for certain items such as state and local taxes, valuation allowances, non-deductible expenses and discrete items. Use of Estimates in the Preparation of Financial Statements Preparation of the accompanying financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Because of the use of assumptions and estimates inherent in the reporting process, actual results could differ from those estimates. Reclassifications Certain reclassifications have been made to the year ended December 31, 2015, the three months ended December 31, 2014 and the year ended September 30, 2014 consolidated financial statements to conform to the 2016 presentation. See Footnote 17, Recently Issued Accounting Pronouncements ASU No. 2016-05 Statement of Cash Flows (Topic 230): Classifications of Certain Cash |
Short-Term Investments
Short-Term Investments | 12 Months Ended |
Dec. 31, 2016 | |
Short-Term Investments | |
Short-Term Investments | 2. Short-Term Investments The Company had short-term investments at December 31, 2016 and 2015 consisting of certificates of deposit with original maturities greater than three months but less than a year. Certificates of deposits with any given banking institution did not exceed the FDIC insurance limit at December 31, 2016 or 2015. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | 3. Fair Value of Financial Instruments At December 31, 2016 and 2015, the Company’s financial instruments included cash and cash equivalents, short-term investments in certificates of deposit, trade and other receivables, other current assets, accounts payable, other current liabilities and notes payable. Due to the short-term maturities of cash and cash equivalents, trade and other receivables, other current assets, accounts payables and other current liabilities, the carrying amounts approximate fair value at the respective balance sheet dates. The carrying value of the notes payable approximate their fair value based on a comparison with the prevailing market interest rate. Due to the short-term maturities of the Company’s investments in certificates of deposit, the carrying amounts approximate fair value at the respective balance sheet dates. The fair values of the Company’s notes payable and investments in certificates of deposit are level 2 measurements in the fair value hierarchy. |
Merger
Merger | 12 Months Ended |
Dec. 31, 2016 | |
Merger | |
Merger | 4. Merger On February 11, 2015, the Company completed the Merger. Immediately prior to the effective time of the Merger, Legacy TGC effected a reverse stock split with respect to its common stock, par value $0.01 per share, on a one-for-three ratio (the “Reverse Stock Split”) to reduce the total number of shares of Legacy TGC Common Stock outstanding. After giving effect to the Reverse Stock Split, at the effective time of the Merger, without any action on the part of any shareholder, each issued and outstanding share of Legacy Dawson’s common stock, par value $0.33-1/3 per share (the “Legacy Dawson Common Stock”), including shares underlying Legacy Dawson’s outstanding equity awards (but excluding any shares of Legacy Dawson Common Stock owned by Legacy TGC, Merger Sub or Legacy Dawson or any wholly-owned subsidiary of Legacy Dawson), were converted into the right to receive 1.760 shares of Legacy TGC Common Stock (the “Exchange Ratio”). The Merger was accounted for as a reverse acquisition under the acquisition method of accounting in accordance with ASC No. 805, “Business Combinations.” The Company accounted for the transaction by using Legacy Dawson’s historical information and accounting policies and adding the assets and liabilities of Legacy TGC at their respective fair values. Consequently, Legacy Dawson’s assets and liabilities retained their carrying values and Legacy TGC’s assets acquired and liabilities assumed by Legacy Dawson as the accounting acquirer in the Merger were recorded at their fair values measured as of February 11, 2015, the effective date of the Merger. In the fourth quarter of 2015, management finalized its valuation of assets acquired and liabilities assumed in connection with the Merger. As a result, the fair value of acquired property and equipment was ultimately concluded to be $5,055,000 higher than preliminarily estimated, the fair value of current liabilities assumed was higher by $943,000, the fair value of current assets was lower by $625,000, and the fair value of intangible assets was lower by $2,953,000. Further, the net deferred tax asset as a result of these adjustments was $534,000 lower. In the fourth quarter of 2015, we recorded a $628,000 increase to depreciation expense and a $697,000 reduction to amortization expense as compared to what we would have recorded had the final valuations of assets acquired and liabilities assumed been recorded as of the acquisition date. The following table summarizes the fair values of the assets acquired and liabilities assumed at the Merger date: Estimated Fair Value (in thousands) Stock consideration $ Interest bearing debt assumed Debt-free current liabilities Total purchase price consideration including liabilities assumed $ Value of current assets: Current assets excluding cash and cash equivalents $ Cash and cash equivalents Total current assets Identified tangible assets: Fair value of property and equipment Identified intangible assets: Trademarks/trade names Net deferred tax asset Total indicated value of assets $ The value of the stock consideration was determined based on the closing price of Legacy TGC on the February 11, 2015 closing date and the 7,381,476 shares outstanding. As a result of the consideration transferred being less than the book value of net assets acquired, the Company was required to analyze the purchase price allocation and the potential reasonableness of reflecting a bargain purchase. Upon completing this analysis, the Company determined that the Merger was not an acquisition of a distressed business or a bargain purchase and accordingly reflected a substantial reduction in the property and equipment to its fair value which was reflected by the value of the consideration transferred. Furthermore, in allocating the remainder of the purchase price to the indicated fair value of the property and equipment, there was not any excess purchase price to be allocated to goodwill. Measurements used to determine fair value were deemed to be level 3 fair value measurements. Trade receivables and payables, as well as other current and non-current assets and liabilities, were recorded at their expected settlement amounts as they approximate the fair value of those items at the time of the Merger, based on management’s judgments and estimates. Property and equipment were valued using a combination of the income approach, the market approach and the cost approach which was based on current replacement and/or reproduction cost of the asset as new, less depreciation attributable to physical, functional, and economic factors. Useful lives of the property and equipment were estimated to be between eighteen months and twelve years. Trademarks were valued using the relief from royalty method. Relief from royalty method under the income approach estimates the cost savings that accrue to the Company which would otherwise have to pay royalties or license fees on revenues earned through the use of the asset. Trademarks are considered to have an indefinite life and, as a result, are not amortizable. Existing long term debt assumed in the Merger was recorded at fair valued based on a current market rate. Deferred income tax assets and liabilities as of the acquisition date represented the expected future tax consequences of temporary differences between the fair values of the assets acquired and liabilities assumed and their tax bases. At the acquisition date, the Company accrued approximately $865,000 for uncertain tax positions and contingencies related to certain tax matters. The Company incurred approximately $3,314,000 in merger-related costs on a pretax basis during the year ended December 31, 2015. This amount is reflected in the accompanying consolidated statements of operations. The Company has integrated the operations of Legacy TGC. Additionally, the Company operates in one segment and has a single company-wide management team that administers all service contracts as a whole rather than by discrete operating segments. The Company tracks only basic operational data by area and does not track results by legacy origin. Therefore, it is impracticable to disclose the amount of revenues and earnings or losses attributable to Legacy TGC during the year ended December 31, 2015. Pro Forma Information The following unaudited pro forma condensed financial information for the year ended December 31, 2015, the three months ended December 31, 2014 and the year ended September 30, 2014 gives effect to the Merger as if it had occurred on January l, 2014. The unaudited pro forma condensed financial information has been included for comparative purposes only. It is not necessarily indicative of the results that might have occurred had the transactions taken place on the dates indicated and is not intended to be a projection of future results. The unaudited pro forma financial information reflects certain adjustments related to the acquisition, such as (1) to record certain incremental expenses resulting from purchase accounting adjustments, such as reduced depreciation expense in connection with the fair value adjustments to property and equipment; and (2) to record the related tax effects. Shares used in the calculations of earnings per share in the table below were 21,537,480 for the year ended December 31, 2015, 21,400,593 for the three months ended December 31, 2014 and 21,367,677 for the year ended September 30, 2014. Year Ended Three Months Ended Year Ended December 31, December 31, September 30, 2015 2014 2014 Pro forma total revenues $ $ $ Pro forma net loss $ $ $ Pro forma net loss per share: Basic $ $ $ Diluted $ $ $ |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property and Equipment | |
Property and Equipment | 5. Property and Equipment Property and equipment, together with the related estimated useful lives at December 31, 2016 and 2015, were as follows: December 31, 2016 2015 Useful Lives Land, building and other $ $ 3 to 40 years Recording equipment 5 to 10 years Line clearing equipment 5 years Vibrator energy sources 5 to 15 years Vehicles 1.5 to 10 years Less accumulated depreciation Net property and equipment $ $ |
Supplemental Consolidated Balan
Supplemental Consolidated Balance Sheet Information | 12 Months Ended |
Dec. 31, 2016 | |
Supplemental Consolidated Balance Sheet Information | |
Supplemental Consolidated Balance Sheet Information | 6. Supplemental Consolidated Balance Sheet Information Other current liabilities consist of the following at December 31, 2016 and 2015: December 31, 2016 2015 Accrued self-insurance reserves $ $ Income and franchise taxes payable Other accrued expenses and current liabilities Total other current liabilities $ $ |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt | |
Debt | 7. Debt On June 30, 2015, we entered into an amendment to the Company’s Credit Agreement with its lender, Sovereign Bank for the purpose of renewing, extending and increasing the Company’s line of credit under such agreement. Credit Agreement The Company’s Credit Agreement includes term loan and revolving loan features, and also allows for the issuance of letters of credit and other promissory notes. The Company can borrow up to a maximum of $20.0 million pursuant to the Credit Agreement, subject to the terms and limitations discussed below. The Credit Agreement provides for a revolving loan feature, or Line of Credit, that permits the Company to borrow, repay and re-borrow, from time to time until June 30, 2017, up to the lesser of (i) $20.0 million or (ii) a sum equal to (a) 80% of our eligible accounts receivable (less the outstanding principal balance of term loans and letters of credit under the Credit Agreement) and (b) the lesser of (i) 50% of the value of certain of the Company’s core equipment or (ii) $12,500,000. The Company has not utilized the Line of Credit since its inception. Because the Company’s ability to borrow funds under the Line of Credit is tied to the amount of the Company’s eligible accounts receivable and value of certain of its core equipment, if the Company’s accounts receivable decrease materially for any reason, including delays, reductions or cancellations by clients or decreased demand for the Company’s services, or the Company’s value of its pledged core equipment decreases materially, the Company’s ability to borrow to fund operations or other obligations may be limited. The Credit Agreement also provides for a term loan feature. The Company has no outstanding notes payable under the term loan feature of the Credit Agreement, and any notes outstanding under this feature would count towards the maximum amounts the Company may borrow under the Credit Agreement. The Company has three outstanding notes payable under the Credit Agreement that are not under the term loan feature (and therefore do not count towards the maximum amounts that the Company may borrow) which were incurred to purchase (and/or are secured by) equipment, representing a remaining aggregate principal amount of $1,938,000 as of December 31, 2016. The Company’s obligations under the Line of Credit are secured by a security interest in the Company’s accounts receivable and certain of the Company’s core equipment, and the term loans are also secured by certain of the Company’s core equipment. Interest on amounts outstanding under the Credit Agreement accrues at the lesser of 4.5% or the prime rate (as quoted in the Wall Street Journal ), subject to an interest rate floor of 2.5%. The Credit Agreement contains customary covenants for credit facilities of this type, including limitations on disposition of assets, mergers and other fundamental changes. The Company is also obligated to meet certain financial covenants, including (i) a ratio of (x) total liabilities minus subordinated debt to (y) tangible net worth plus subordinated debt not to exceed 1.00:1.00, (ii) a ratio of current assets to current liabilities of at least 1.50:1.00 and (iii) required tangible net worth of not less than $150,000,000. The Company was in compliance with all covenants under the Credit Agreement, including specified ratios, as of December 31, 2016. Sovereign Bank has also issued a letter of credit in the amount of $1,767,000 in favor of AIG Assurance Company in order to support payment of certain insurance obligations of the Company. The principal amount of this letter of credit is collateralized by certain of the Company’s core equipment and does not count as funds borrowed under the Company’s Line of Credit. Other Indebtedness The Company paid in full, during August 2016, one note payable to a finance company for various insurance premiums. This note had a remaining principal balance of $838,000 at December 31, 2015. In addition, the Company leases certain vehicles under leases classified as capital leases. The Company’s balance sheets as of December 31, 2016 and 2015 includes capital lease obligations of $419,000 and $1,199,000, respectively. Maturities of Debt The following tables set forth the Company’s aggregate principal amount of outstanding notes payable and the interest rates and monthly payments as of December 31, 2016 and 2015. Year Ended December 31, 2016 2015 Notes payable to commercial banks Aggregate principal amount outstanding $ $ Interest rates 3.5% - 4.5% 3.5% - 4.5% Year Ended December 31, 2016 2015 Notes payable to finance company for insurance Aggregate principal amount outstanding $ — $ Interest rates — The aggregate maturities of the notes payable at December 31, 2016 are as follows: January 2017 - December 2017 $ The Company leases vehicles and certain specialized seismic equipment under leases classified as capital leases. The aggregate maturities of obligations under capital leases at December 31, 2016 are as follows: January 2017 - December 2017 $ Interest rates on these leases ranged from 3.16% to 6.72%. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Stock-Based Compensation | |
Stock-Based Compensation | 8. Stock-Based Compensation Since the date of its effectiveness on May 5, 2016, the Company issues new grants of stock-based awards pursuant to the Dawson Geophysical Company 2016 Stock and Performance Incentive Plan (the “2016 Plan”). Upon its effectiveness, the 2016 Plan replaced: (i) the Amended and Restated Dawson Geophysical Company 2006 Stock and Performance Incentive Plan (the “Legacy Dawson Plan”), which originated from Legacy Dawson and (ii) the Amended and Restated 2006 Stock Awards Plan of Dawson Geophysical Company (formerly known as the TGC Industries, Inc. 2006 Stock Awards Plan) (the “Legacy TGC Plan”), which originated from Legacy TGC (the Legacy Dawson Plan and the Legacy TGC Plan are referred to collectively as, (the “Prior Plans”). The Company administered both of the Prior Plans as a result of the Merger, and per the 2016 Plan, no new grants of awards have been permitted under the Prior Plans after the effectiveness of the 2016 Plan. Further, the Legacy Dawson Plan and the Legacy TGC Plan expired pursuant to their terms on November 28, 2016 and March 29, 2016, respectively. Any outstanding awards previously granted under the Prior Plans continue to remain outstanding in accordance with their terms. The awards outstanding and available under the 2016 Plan and the awards outstanding under each of the Prior Plans and their associated accounting treatment are discussed below. In 2016, the Company adopted the 2016 Plan. The 2016 Plan, which provides for the issuance of up to 1,000,000 shares of authorized Company common stock. As of December 31, 2016, there were approximately 971,514 shares available for future issuance. The 2016 Plan provides for the issuance of stock-based compensation awards, including stock options, common stock, restricted stock, restricted stock units and other forms. Stock option grant prices awarded under the 2016 Plan may not be less than the fair market value of the common stock subject to such option on the grant date, and the term of stock options shall extend no more than ten years after the grant date. The 2016 Plan terminates May 5, 2026. In 2006, Legacy Dawson adopted the Legacy Dawson Plan, which was amended and restated in connection with the Merger. The Legacy Dawson Plan provided for the issuance of stock-based compensation awards, including stock options, common stock, restricted stock, restricted stock units and other forms. Stock option grant prices awarded under the Legacy Dawson Plan were required to be no less than the fair market value of the common stock subject to such option on the grant date, and the term of stock options was limited to no more than ten years after the grant date. The Legacy Dawson Plan terminated on November 28, 2016 and, upon the effectiveness of the 2016 Plan on May 5, 2016, no shares have been available under the Legacy Dawson Plan for future issuance. In 2006, the Company adopted the Legacy TGC Plan, which was amended and restated in connection with the Merger. The Legacy TGC Plan provided for the issuance of stock-based compensation awards, including stock options, common stock, and restricted stock. Stock option grant prices awarded under the Legacy TGC Plan were required to be no less than the fair market value of the common stock subject to such option on the grant date, and the term of stock options was limited to no more than ten years after the grant date. The Legacy TGC Plan terminated on March 29, 2016 and, since such time, has had no shares available for future issuance. Historically, the Company’s employees and officers that held unvested restricted stock were entitled to dividends when the Company paid dividends (“participating”). The Company’s employees and officers that hold unvested restricted stock awarded during 2016 are not entitled to dividends when the Company pays dividends (“non-participating”). Impact of Stock-Based Compensation: The following table summarizes stock-based compensation expense, which is included in operating or general and administrative expense, as appropriate, in the Consolidated Statements of Operations and Comprehensive Loss, for the years ended December 31, 2016 and 2015, the three months ended December 31, 2014 and year ended September 30, 2014: Year Ended December 31, Three Months Ended December 31, Year Ended September 30, 2016 2015 2014 2014 Stock options $ $ — $ — $ — Restricted stock awards Restricted stock unit awards Common stock awards Total compensation expense $ $ $ $ Stock Options: Legacy Dawson estimated the fair value of each stock option on the date of grant using the Black-Scholes option pricing model. Legacy TGC estimated the fair value of each stock option on the date of grant using the Binomial Lattice Model. Actual value realized with stock options, if any, is dependent on the future performance of the Company’s common stock and overall stock market conditions. A summary of the outstanding stock options as of December 31, 2016 as well as activity during the year then ended is presented below. Number of Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term in Years Balance as of December 31, 2015 (1) $ Forfeited (1) $ Expired (1) $ Balance as of December 31, 2016 $ Exercisable as of December 31, 2016 $ (1) Balance of stock options and weighted average exercise price adjusted to reflect the Merger Exchange Ratio of 1.76. Stock options issued under the Legacy TGC plan are a combination of incentive stock options and non-qualified stock options, and stock options issued under the Legacy Dawson plans are incentive stock options. For incentive stock options, no tax deduction is recorded when options are awarded. If an exercise and sale of vested options results in a disqualifying disposition, a tax deduction for the Company occurs. Outstanding options at December 31, 2016 expire during the period from August 2017 to July 2019. The intrinsic value of the outstanding options at December 31, 2016 was zero. There were no unrecognized compensation costs related to stock options as of December 31, 2016. There were no options granted or vested, and there were no excess tax benefits from disqualifying dispositions during the years ended December 31, 2016 and 2015, the three months ended December 31, 2014 and the year ended September 30, 2014. No options were exercised during the years ended December 31, 2016 and 2015 or the three months ended December 31, 2014. The total intrinsic value of options exercised during the year ended September 30, 2014 was $13,000. No cash was received from option exercises during the years ended December 31, 2016 and 2015, or the three months ended December 31, 2014. Cash received from option exercises during the year ended September 30, 2014 was $32,000. Restricted Stock Awards: The Company granted 87,000 non-participating (as defined above) restricted stock awards during the year ended December 31, 2016 with a weighted average grant date fair value of $2.96. There were no restricted stock grants in the year ended December 31, 2015, the three months ended December 31, 2014 or the year ended September 30, 2014. The fair value of non-participating restricted stock awards equals the market price of the Company’s stock on the grant date and generally vest in three years or in annual increments over three years. A summary of the status of the Company’s nonvested non-participating restricted stock awards as of December 31, 2016 and activity during the year then ended is presented below. Number of Restricted Stock Awards Weighted Average Grant Date Fair Value Nonvested as of December 31, 2015 — $ — Grants $ Nonvested as of December 31, 2016 $ As of December 31, 2016, there were approximately $173,000 of unrecognized compensation costs related to nonvested non-participating restricted stock awards. These costs are expected to be recognized over a weighted average period of 2.12 years. Restricted Stock Unit Awards: The Company granted 196,400, 10,000, 94,898 and 38,555 restricted stock unit awards during the years ended December 31, 2016 and 2015, the three months ended December 31, 2014 and the year ended September 30, 2014, respectively, with a weighted average grant date fair value of $2.96, $5.76, $6.79 and $18.02, respectively. The fair value of restricted stock unit awards equals the market price of the Company’s stock on the grant date and generally vest in one to three years or in annual increments over three years. A summary of the Company’s nonvested restricted stock unit awards as of December 31, 2016 and activity during the year then ended is presented below. Number of Restricted Stock Unit Awards Weighted Average Grant Date Fair Value Nonvested as of December 31, 2015 (1) $ Grants $ Vested (1) $ Forfeited (1) $ Nonvested as of December 31, 2016 $ (1) Balance of restricted stock unit awards and weighted average grant date fair value adjusted to reflect the Merger Exchange Ratio of 1.76. As of December 31, 2016, there were approximately $514,000 of unrecognized compensation costs related to nonvested restricted stock unit awards. These costs are expected to be recognized over a weighted average period of 1.72 years. Common Stock Awards: The Company granted common stock awards with immediate vesting to outside directors and employees during the years ended December 31, 2016 and 2015, the three months ended December 31, 2014 and the year ended September 30, 2014 as follows: Number of Common Stock Awards Weighted Average Grant Date Fair Value Year Ended December 31, 2016 $ Year Ended December 31, 2015 $ Three Months Ended December 31, 2014 $ Year Ended September 30, 2014 $ |
Dividends
Dividends | 12 Months Ended |
Dec. 31, 2016 | |
Dividends | |
Dividends | 9. Dividends The Company has not paid dividends during calendar years 2016 and 2015. While there are currently no restrictions prohibiting the Company from paying dividends, the board of directors, after consideration of economic and market conditions affecting the energy industry in general, and the oilfield services business in particular, determined that the Company would not pay a dividend in respect of the Company’s common stock for the foreseeable future. Payment of any dividends in the future will be at the discretion of the Company’s board and will depend on our financial condition, results of operations, capital and legal requirements, and other factors deemed relevant by the board. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2016 | |
Employee Benefit Plans | |
Employee Benefit Plans | 10. Employee Benefit Plans The Company provides a 401(k) plan as part of its employee benefits package in order to retain quality personnel. Legacy Dawson elected to match 100% of the employee contributions up to a maximum of 6% of the participant’s applicable compensation under the Legacy Dawson 401(k) plan for the years ended December 31, 2016 and 2015, the three months ended December 31, 2014 and the year ended September 30, 2014. Legacy Dawson's 401(k) plan was retained in connection with the Merger. Legacy TGC’s 401(k) plan, which was terminated in connection with the Merger, is consistent with Legacy Dawson’s 401(k) plan except Legacy TGC matched 50% of the employee’s contribution up to a maximum of 6% of the participant’s applicable compensation. The Company’s matching contributions under Legacy Dawson’s 401(k) plan for the years ended December 31, 2016 and 2015, the three months ended December 31, 2014 and the year ended September 30, 2014 were approximately $1,658,000, $1,849,000, $462,000 and $1,895,000, respectively. Legacy TGC’s employees rolled into the Legacy Dawson 401(k) plan during 2015. In addition, the Company’s matching contributions to the Legacy TGC 401(k) plan (prior to such plan’s termination) during 2015 were $98,000. |
Advertising Costs
Advertising Costs | 12 Months Ended |
Dec. 31, 2016 | |
Advertising Costs | |
Advertising Costs | 11. Advertising Costs Advertising costs are charged to expense as incurred. Advertising costs for the years ended December 31, 2016 and 2015, the three months ended December 31, 2014 and the year ended September 31, 2014, respectively, totaled $372,000, $466,000, $62,000 and $223,000, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes | |
Income Taxes | 12. Income Taxes The Company’s components of loss before income taxes are as follows: Year Ended December 31, Three Months Ended December 31, Year Ended September 30, 2016 2015 2014 2014 Loss before income taxes Domestic $ $ $ $ Foreign Total $ $ $ $ The Company recorded income tax benefit of $6,449,000 and $13,755,000 in the years ended December 31, 2016 and 2015, respectively. The Company recorded income tax benefit of $1,912,000 and $5,280,000 in the three months ended December 31, 2014 and year ended September 30, 2014 respectively. Income tax benefit was comprised of the following: Year Ended December 31, Three Months Ended December 31, Year Ended September 30, 2016 2015 2014 2014 Current federal benefit $ $ $ — $ Current state benefit (expense) Current foreign expense — — — Deferred federal benefit Deferred state (expense) benefit Deferred foreign benefit — — Total $ $ $ $ The income tax provision differs from the amount computed by applying the statutory federal income tax rate to losses before income taxes as follows: Year Ended December 31, Three Months Ended December 31, Year Ended September 30, 2016 2015 2014 2014 Tax benefit computed at statutory rate of 35% $ $ $ $ Change in valuation allowance State income tax (expense) benefit, net of federal tax Foreign losses Transaction costs — Other Income tax benefit $ $ $ $ The principal components of the Company’s net deferred tax assets (liabilities) are as follows: December 31, 2016 2015 Deferred tax assets: Federal tax net operating loss ("NOL") carry forward $ $ Foreign tax NOL carry forward Deferred revenue Restricted stock Workers’ compensation State tax NOL carry forward Self-insurance Canadian start-up costs Alternative Minimum Tax credit carry forward Foreign tax credit Other comprehensive income Uncertain tax positions Other Total gross deferred tax assets Less valuation allowances Total net deferred tax assets Deferred tax liabilities: Property and equipment Total net deferred tax assets (liabilities) $ $ Noncurrent portion of foreign deferred tax assets $ $ — Noncurrent portion of domestic deferred tax liabilities Total net deferred tax assets (liabilities) $ $ At December 31, 2016, the Company had a gross NOL for U.S. federal income tax purposes of approximately $93,802,000. This NOL will begin to expire in 2027. The Company will carry forward the net federal NOL of approximately $32,746,000. The Company also had state NOL’s that will affect state taxes of approximately $1,881,000 at December 31, 2016. State NOL’s began to expire in 2015. The Company also has a Canadian NOL of $17,253,000 that will begin to expire in 2032. In evaluating the possible sources of taxable income during 2016, the Company determined it is more likely than not that the remaining deferred tax assets will not be realizable. As a result, the Company recorded full valuation allowances against its federal, state, and foreign deferred tax assets with the exception of its trademark intangible and the foreign deferred tax assets associated with NOL’s that can be carried back against prior losses. A summary of the Company’s gross uncertain tax positions at December 31, 2016 and 2015 as well as activity for the years then ended are as follows: December 31, 2016 2015 Balance at beginning of year $ $ — Established at Merger date — (Decrease) increase in prior year tax positions Increase in current year tax positions Liability statute expiration — Balance at end of year $ $ There were no uncertain tax positions for the three months ended December 31, 2014 and the year ended September 30, 2014. The tax years generally subject to future examination by tax authorities are for the years ended December 31, 2013 and after. The Company’s policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. Due to the potential resolution of amended federal, state and foreign tax returns and the expiration of various statutes of limitations, it is reasonably possible that the full uncertain tax positions balance at December 31, 2016 may reverse within the next 12 months. |
Net (Loss) Income per Share Att
Net (Loss) Income per Share Attributable to Common Stock | 12 Months Ended |
Dec. 31, 2016 | |
Net (Loss) Income per Share Attributable to Common Stock | |
Net (Loss) Income per Share Attributable to Common Stock | 13. Net (Loss) Income per Share Attributable to Common Stock Net loss per share attributable to common stock is calculated using the two-class method. The two-class method is an allocation method of calculating loss per share when a company’s capital structure includes participating securities that have rights to undistributed earnings. Historically, the Company’s employees and officers that held unvested restricted stock were entitled to dividends when the Company paid dividends (“participating”). The Company’s employees and officers that hold unvested restricted stock awarded during 2016 are not entitled to dividends when the Company pays dividends (“non-participating”). The Company’s basic net loss per share attributable to common stock is computed by reducing the Company’s net loss by the income allocable to unvested restricted stockholders that have a right to participate in earnings. The Company’s employees and officers that hold unvested restricted stock do not participate in losses because they are not contractually obligated to do so. The undistributed earnings are allocated based on the relative percentage of the weighted average unvested participating restricted stock awards. The basic net loss per share attributable to common stock is computed by dividing the net loss attributable to common stock by the weighted average shares outstanding. The weighted average shares outstanding for the year ended December 31, 2015 was calculated by totaling (i) the product of (x) the weighted shares of Legacy Dawson Common Stock outstanding at the beginning of the year multiplied by (y) the Exchange Ratio, plus (ii) the number of shares associated with awards of Legacy Dawson participating restricted stock and restricted stock units that vested in conjunction with the Merger, weighted as of February 11, 2015, plus (iii) the number of shares of Legacy TGC Common Stock outstanding immediately prior to the Merger, weighted to reflect that such shares were outstanding from February 11, 2015 until December 31, 2015. The weighted average number of shares outstanding for the three months ended December 31, 2014 and for the year ended September 30, 2014 were calculated as if the Merger had occurred at the beginning of the respective period, and the components of the weighted average shares calculation were multiplied by the Exchange Ratio. The Company’s diluted loss per share attributable to common stock is computed by adjusting basic loss per share attributable to common stock by income allocable to unvested participating restricted stock, if any, divided by weighted average diluted shares outstanding. A reconciliation of the loss per share attributable to common stock is as follows: Year Ended December 31, Three Months Ended December 31, Year Ended September 30, 2016 2015 2014 2014 (in thousands, except share and per share data) Net loss $ $ $ $ Income allocable to unvested restricted stock — — Basic loss attributable to common stock $ $ $ $ Reallocation of participating earnings — — — — Diluted loss attributable to common stock $ $ $ $ Weighted average common shares outstanding: Basic Dilutive common stock options, restricted stock unit awards and non-participating restricted stock awards — — — — Diluted Basic loss attributable to a share of common stock $ $ $ $ Diluted loss attributable to a share of common stock $ $ $ $ The Company had a net loss in the years ended December 31, 2016 and 2015, the three months ended December 31, 2014 and the year ended September 30, 2014. As a result, all stock options, restricted stock unit awards, and non-participating restricted stock awards were anti-dilutive and excluded from weighted average shares used in determining the diluted loss attributable to a share of common stock for the respective periods. The following weighted average numbers of stock options, restricted stock unit awards, and non-participating restricted stock awards have been excluded from the calculation of diluted loss per share attributable to common stock, as their effect would be anti-dilutive for the years ended December 31, 2016 and 2015, the three months ended December 31, 2014 and the year ended September 30, 2014: Year Ended December 31, Three Months Ended December 31, Year Ended September 30, 2016 2015 2014 2014 Stock options Restricted stock unit awards Non-participating restricted stock awards — — — Total The following shares of participating restricted stock awards were included in common stock outstanding as such shares have a nonforfeitable right to participate in any dividends that might be declared and have the right to vote: Year Ended December 31, Three Months Ended December 31, Year Ended September 30, 2016 2015 2014 2014 Participating restricted stock awards — — |
Major Clients
Major Clients | 12 Months Ended |
Dec. 31, 2016 | |
Major Clients | |
Major Clients | 14. Major Clients The Company operates in only one business segment, contract seismic data acquisition and processing services. Sales to these clients, as a percentage of operating revenues that exceeded 10%, were as follows: Year Ended December 31, Three Months Ended December 31, Year Ended September 30, 2016 2015 2014 2014 A B — C — — — The Company does not believe that the loss of any client listed above would have a material adverse effect on the Company. |
Areas of Operation
Areas of Operation | 12 Months Ended |
Dec. 31, 2016 | |
Areas of Operation | |
Areas of Operation | 15. Areas of Operation The U.S. and Canada are the only countries of operation for the Company. Revenues for the year ended December 31, 2016 were $133,330,000 with $122,522,000 earned in the U.S. and $10,808,000 earned in Canada. Revenues for the year ended December 31, 2015 were $234,685,000 with $222,154,000 earned in the U.S. and $12,531,000 earned in Canada. Revenues for the three months ended December 31, 2014 were $50,802,000, all earned in the U.S. Revenues for the year ended September 30, 2014 were $261,683,000 with $256,110,000 earned in the U.S. and $5,573,000 earned in Canada. Net long-lived assets as of December 31, 2016 were approximately $110,917,000, with $105,059,000 located in the U.S. and $5,858,000 located in Canada. Net long-lived assets as of December 31, 2015 were approximately $147,567,000, with $136,758,000 located in the U.S. and $10,809,000 located in Canada. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies | |
Commitments and Contingencies | 16. Commitments and Contingencies 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 Company’s 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 experienced in the past, and may experience in the future, disputes that could affect its revenues and results of operations in any period. The Company has non-cancelable operating leases for office and shop space in Midland, Plano, Denison, Houston, Denver, Oklahoma City and Calgary, Alberta. The following table summarizes payments due in specific periods related to the Company’s contractual obligations with initial terms exceeding one year as of December 31, 2016. Payments Due by Period (in thousands) Within After Total 1 Year 2-3 Years 4-5 Years 5 Years Operating lease obligations (office space) $ $ $ $ $ Some of the Company’s 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 Company’s operating leases with initial terms exceeding one year was $1,907,000 for the year ended December 31, 2016, $1,691,000 for the year ended December 31, 2015, $242,000 for the three months ended December 31, 2014 and $965,000 for the year ended September 30, 2014. As of December 31, 2016, the Company had unused letters of credit of $1,767,000 associated with the Company's existing insurance coverage. Also as of December 31, 2016, the Company had unused letters of credit of $233,000 associated with the Company’s self-insured retention on workers’ compensation claims outstanding prior to October 1, 2011. Effective in fiscal 2012, the Company was no longer self-insured for workers’ compensation claims after October 1, 2011. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2016 | |
Recently Issued Accounting Pronouncements | |
Recently Issued Accounting Pronouncements | 17. Recently Issued Accounting Pronouncements In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which is intended to reduce the diversity in practice around how certain transactions are classified within the statement of cash flows. The Company adopted ASU No. 2016-15 in the third quarter of 2016 with no material impact to its consolidated financial statements. However, certain reclassifications have been made to the Consolidated Statements of Cash Flows for the year ended December 31, 2015 in order to conform to the December 31, 2016 presentation. In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which is intended to simplify accounting for share-based payments awarded to employees, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This ASU is effective for the annual period beginning after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. Adoption of ASU 2016-09 will not have a material effect on the Company’s consolidated financial statements . In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which will require organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. In January 2017, the FASB issued ASU No. 2017-03, Accounting Changes and Error Corrections (Topic 250) and Investments – Equity Method and Joint Ventures (Topic 323), which stated additional qualitative disclosures should be considered to assess the significance of the impact upon adoption. This ASU is effective for the annual period beginning after December 15, 2018, and for annual and interim periods thereafter. Early adoption is permitted. The Company is currently evaluating the new guidance to determine the impact it will have on its consolidated financial statements and believes that the most significant change will be to its Consolidated Balance Sheets as its asset and liability balances will increase for operating leases that are currently off-balance sheet. In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40), which provides guidance on management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and, in certain circumstances, to provide related footnote disclosures. The Company evaluated and adopted this guidance for the period ending December 31, 2016. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which introduces a new five-step revenue recognition model in which an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires disclosures sufficient to enable users to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative disclosures about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. Entities have the option of using either a full retrospective or modified approach to adopt ASU No. 2014-09. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Gross versus Net), amending the principal-versus-agent implementation guidance and clarifying that an entity should evaluate whether it is the principal or the agent for each specified good or service promised in a contract with a customer. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which amends certain aspects of the guidance related to identifying performance obligations and licensing implementation. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow Scope Improvements and Practical Expedients, to address certain issues in the guidance on assessing collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications at transition. In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers, which amends narrow aspects of the guidance such as disclosure of remaining performance obligations and prior-period performance obligations. In January 2017, the FASB issued ASU No. 2017-03, Accounting Changes and Error Corrections (Topic 250) and Investments – Equity Method and Joint Ventures (Topic 323), which stated additional qualitative disclosures should be considered to assess the significance of the impact upon adoption. These updates do not change the core principle of the guidance under ASU No. 2014-09, but rather provide implementation guidance. In August 2015, ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, was issued and it amended the effective date of ASU No. 2014-09 for public companies to annual reporting periods beginning after December 15, 2017. Early adoption is permitted, but only beginning after December 15, 2016. The Company is reviewing its customer contracts, revenue recognition policies, disclosures, and internal controls and comparing to the provisions of the new standard for its revenues to determine the potential impact on the timing and amounts of revenue recognition. While the Company has not identified any material differences from its review thus far, the evaluation is ongoing and the Company has not concluded on the overall impacts of adopting the new guidance. The Company believes it is following an appropriate timeline to allow for proper recognition, presentation and disclosure upon adoption. |
Concentrations of Credit Risk
Concentrations of Credit Risk | 12 Months Ended |
Dec. 31, 2016 | |
Concentrations of Credit Risk | |
Concentrations of Credit Risk | 18. 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 in certificates of deposit, trade and other receivables and other current assets. At December 31, 2016 and 2015, the Company had deposits with domestic and international 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’s 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. |
Quarterly Consolidated Financia
Quarterly Consolidated Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Consolidated Financial Data (Unaudited) | |
Quarterly Consolidated Financial Data (Unaudited) | 19. Quarterly Consolidated Financial Data (Unaudited) Quarter Ended March 31, June 30, September 30, December 31, Year Ended December 31, 2016: Operating revenues $ $ $ $ Loss from operations $ $ $ $ Net loss $ $ $ $ Basic loss per share attributable to common stock $ $ $ $ Diluted loss per share attributable to common stock $ $ $ $ Year Ended December 31, 2015: Operating revenues $ $ $ $ Loss from operations $ $ $ $ Net loss $ $ $ $ Basic loss per share attributable to common stock $ $ $ $ Diluted loss per share attributable to common stock $ $ $ $ Basic and diluted loss per share attributable to common stock are computed independently for each of the quarters presented. Therefore, the sum of quarterly basic and diluted information may not equal the annual basic and diluted loss per share attributable to common stock. In addition, all loss per share calculations have been adjusted (as applicable) to reflect the Merger Exchange Ratio of 1.76. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Dawson Operating LLC, Eagle Canada, Inc., Dawson Seismic Services Holdings, Inc., Eagle Canada Seismic Services ULC, Tidelands Geophysical Co., Inc. and Exploration Surveys, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. |
Cash Equivalents | Cash Equivalents For purposes of the financial statements, the Company considers demand deposits, certificates of deposit, overnight investments, money market funds and all highly liquid debt instruments purchased with an initial maturity of three months or less to be cash equivalents. |
Allowance for Doubtful Accounts | 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 industry’s business cycle can cause swift and unpredictable changes in the financial stability of the Company’s clients. |
Property and Equipment | Property and Equipment Property and equipment is capitalized at historical cost and depreciated over the useful life of the asset. Management’s estimation of this useful life is based on circumstances that exist in the seismic industry and information available at the time of the purchase of the asset. As circumstances change and new information becomes available, these estimates could change. During the year ended December 31, 2016, we recognized approximately $1,300,000 in depreciation expense associated with changes in the estimated life of certain recording equipment assets. 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. |
Impairment of Long-lived Assets | Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment when triggering events occur suggesting 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. Management’s forecast of future cash flows used to perform impairment analysis includes estimates of future revenues and expenses based on the Company’s anticipated future results, while considering anticipated future oil and natural gas prices which is fundamental in assessing demand for the Company’s services. If the carrying amounts of the assets exceed the estimated expected undiscounted future cash flows, the Company measures the amount of possible impairment by comparing the carrying amount of the assets to the fair value. No impairment charges were recognized for the years ended December 31, 2016 and 2015, the three months ended December 31, 2014 and the year ended September 30, 2014. |
Leases | Leases The Company leases certain vehicles under lease agreements. The Company evaluates each lease to determine its appropriate classification as an operating or capital lease for financial reporting purposes. Any lease that does not meet the criteria for a capital lease is accounted for as an operating lease. The assets and liabilities under capital leases are recorded at the lower of the present value of the minimum lease payments or the fair market value of the related assets. Assets under capital leases are amortized using the straight-line method over the initial lease term. Amortization of assets under capital leases is included in depreciation expense. |
Intangibles | Intangibles The Company has non-amortizing assets consisting primarily of trademarks/tradenames resulting from a business combination. The Company tests for impairment on an annual basis during the fourth quarter, and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. No impairment charges were recognized for the years ended December 31, 2016 and 2015. |
Revenue Recognition | 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 client 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, clients are billed in advance of services performed. In those cases, the Company recognizes the liability as deferred revenue. As services are performed, those deferred revenue amounts are recognized as revenue. In some instances, the contract contains certain permitting, surveying and drilling costs that are incorporated into the per-unit-of-data-acquired rate. In these circumstances, these set-up costs that occur prior to initiating revenue recognition are capitalized and amortized as data is acquired. |
Stock-Based Compensation | Stock-Based Compensation The Company measures all stock-based compensation awards, which include stock options, restricted stock, restricted stock units and common stock, using the fair value method and recognizes compensation expense, net of estimated forfeitures, in its consolidated financial statements. The Company records compensation expense as operating or general and administrative expense, as appropriate, in the consolidated statements of operations on a straight-line basis over the vesting period of the related awards. |
Foreign Currency Translation | Foreign Currency Translation The U.S. Dollar is the reporting currency for all periods presented. The functional currency of the Company’s foreign subsidiaries is generally the local currency. All assets and liabilities denominated in a foreign currency are translated into U.S. Dollars at the exchange rate on the balance sheet date. Income and expenses are translated using the exchange rate applicable to each transaction. Equity transactions are translated using historical exchange rates. Adjustments resulting from translation are recorded as a separate component of accumulated other comprehensive income (loss) in the consolidated balance sheets. Foreign currency transaction gains (losses) are included in the consolidated statements of operations as other income (expense). |
Income Taxes | Income Taxes The Company accounts for income taxes by recognizing amounts of taxes payable or refundable for the current year, and by using 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 Company’s 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. Management’s methodology for recording income taxes requires judgment regarding assumptions and the use of estimates, including determining the annual 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 Company’s provision or benefit for income taxes. Due to recent operating losses and valuation allowances, the Company may recognize reduced or no tax benefits on future losses on the Consolidated Statements of Operations and Comprehensive Loss. The Company’s effective tax rates differ from the statutory federal rate of 35% for certain items such as state and local taxes, valuation allowances, non-deductible expenses and discrete items |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements Preparation of the accompanying financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Because of the use of assumptions and estimates inherent in the reporting process, actual results could differ from those estimates. |
Reclassifications | Reclassifications Certain reclassifications have been made to the year ended December 31, 2015, the three months ended December 31, 2014 and the year ended September 30, 2014 consolidated financial statements to conform to the 2016 presentation. |
Merger (Tables)
Merger (Tables) - Legacy TGC | 12 Months Ended |
Dec. 31, 2016 | |
Summary of assets acquired and liabilities assumed at the Merger date | Estimated Fair Value (in thousands) Stock consideration $ Interest bearing debt assumed Debt-free current liabilities Total purchase price consideration including liabilities assumed $ Value of current assets: Current assets excluding cash and cash equivalents $ Cash and cash equivalents Total current assets Identified tangible assets: Fair value of property and equipment Identified intangible assets: Trademarks/trade names Net deferred tax asset Total indicated value of assets $ |
Summary of pro forma information | Year Ended Three Months Ended Year Ended December 31, December 31, September 30, 2015 2014 2014 Pro forma total revenues $ $ $ Pro forma net loss $ $ $ Pro forma net loss per share: Basic $ $ $ Diluted $ $ $ |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property and Equipment | |
Schedule of property and equipment, together with the related estimated useful lives | December 31, 2016 2015 Useful Lives Land, building and other $ $ 3 to 40 years Recording equipment 5 to 10 years Line clearing equipment 5 years Vibrator energy sources 5 to 15 years Vehicles 1.5 to 10 years Less accumulated depreciation Net property and equipment $ $ |
Supplemental Consolidated Bal29
Supplemental Consolidated Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Supplemental Consolidated Balance Sheet Information | |
Schedule of other current liabilities | December 31, 2016 2015 Accrued self-insurance reserves $ $ Income and franchise taxes payable Other accrued expenses and current liabilities Total other current liabilities $ $ |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt | |
Schedule of aggregate principal amount outstanding, interest rates under outstanding notes payable | Year Ended December 31, 2016 2015 Notes payable to commercial banks Aggregate principal amount outstanding $ $ Interest rates 3.5% - 4.5% 3.5% - 4.5% Year Ended December 31, 2016 2015 Notes payable to finance company for insurance Aggregate principal amount outstanding $ — $ Interest rates — |
Schedule of aggregate maturities of notes payable | The aggregate maturities of the notes payable at December 31, 2016 are as follows: January 2017 - December 2017 $ |
Schedule of aggregate maturities of obligations under capital leases | The aggregate maturities of obligations under capital leases at December 31, 2016 are as follows: January 2017 - December 2017 $ |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stock-Based Compensation | |
Summary of stock-based compensation expense | Year Ended December 31, Three Months Ended December 31, Year Ended September 30, 2016 2015 2014 2014 Stock options $ $ — $ — $ — Restricted stock awards Restricted stock unit awards Common stock awards Total compensation expense $ $ $ $ |
Summary of Company's employee stock options and activity | Number of Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term in Years Balance as of December 31, 2015 (1) $ Forfeited (1) $ Expired (1) $ Balance as of December 31, 2016 $ Exercisable as of December 31, 2016 $ (1) Balance of stock options and weighted average exercise price adjusted to reflect the Merger Exchange Ratio of 1.76. |
Summary of the Company's nonvested non-participating restricted stock awards | Number of Restricted Stock Awards Weighted Average Grant Date Fair Value Nonvested as of December 31, 2015 — $ — Grants $ Nonvested as of December 31, 2016 $ |
Summary of the Company's nonvested restricted stock unit awards | Number of Restricted Stock Unit Awards Weighted Average Grant Date Fair Value Nonvested as of December 31, 2015 (1) $ Grants $ Vested (1) $ Forfeited (1) $ Nonvested as of December 31, 2016 $ (1) Balance of restricted stock unit awards and weighted average grant date fair value adjusted to reflect the Merger Exchange Ratio of 1.76. |
Summary of common shares with immediate vesting granted to outside directors and employees | Number of Common Stock Awards Weighted Average Grant Date Fair Value Year Ended December 31, 2016 $ Year Ended December 31, 2015 $ Three Months Ended December 31, 2014 $ Year Ended September 30, 2014 $ |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Taxes | |
Schedule of components of (loss) income before income taxes | Year Ended December 31, Three Months Ended December 31, Year Ended September 30, 2016 2015 2014 2014 Loss before income taxes Domestic $ $ $ $ Foreign Total $ $ $ $ |
Schedule of income tax (benefit) expense | Year Ended December 31, Three Months Ended December 31, Year Ended September 30, 2016 2015 2014 2014 Current federal benefit $ $ $ — $ Current state benefit (expense) Current foreign expense — — — Deferred federal benefit Deferred state (expense) benefit Deferred foreign benefit — — Total $ $ $ $ |
Schedule of the difference between the income tax provision and the amount computed by applying the statutory federal income tax rate to (losses) income before income taxes | Year Ended December 31, Three Months Ended December 31, Year Ended September 30, 2016 2015 2014 2014 Tax benefit computed at statutory rate of 35% $ $ $ $ Change in valuation allowance State income tax (expense) benefit, net of federal tax Foreign losses Transaction costs — Other Income tax benefit $ $ $ $ |
Schedule of the principal components of the Company's net deferred tax liability | December 31, 2016 2015 Deferred tax assets: Federal tax net operating loss ("NOL") carry forward $ $ Foreign tax NOL carry forward Deferred revenue Restricted stock Workers’ compensation State tax NOL carry forward Self-insurance Canadian start-up costs Alternative Minimum Tax credit carry forward Foreign tax credit Other comprehensive income Uncertain tax positions Other Total gross deferred tax assets Less valuation allowances Total net deferred tax assets Deferred tax liabilities: Property and equipment Total net deferred tax assets (liabilities) $ $ Noncurrent portion of foreign deferred tax assets $ $ — Noncurrent portion of domestic deferred tax liabilities Total net deferred tax assets (liabilities) $ $ |
Schedule of Company’s gross uncertain tax positions | December 31, 2016 2015 Balance at beginning of year $ $ — Established at Merger date — (Decrease) increase in prior year tax positions Increase in current year tax positions Liability statute expiration — Balance at end of year $ $ |
Net (Loss) Income per Share A33
Net (Loss) Income per Share Attributable to Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Net (Loss) Income per Share Attributable to Common Stock | |
Schedule of reconciliation of the net loss per share attributable to common stock | Year Ended December 31, Three Months Ended December 31, Year Ended September 30, 2016 2015 2014 2014 (in thousands, except share and per share data) Net loss $ $ $ $ Income allocable to unvested restricted stock — — Basic loss attributable to common stock $ $ $ $ Reallocation of participating earnings — — — — Diluted loss attributable to common stock $ $ $ $ Weighted average common shares outstanding: Basic Dilutive common stock options, restricted stock unit awards and non-participating restricted stock awards — — — — Diluted Basic loss attributable to a share of common stock $ $ $ $ Diluted loss attributable to a share of common stock $ $ $ $ |
Schedule of weighted average numbers of stock options, restricted stock units, and non-participating restricted stock awards that have been excluded from the calculation of diluted loss per share attributable to common stock | Year Ended December 31, Three Months Ended December 31, Year Ended September 30, 2016 2015 2014 2014 Stock options Restricted stock unit awards Non-participating restricted stock awards — — — Total |
Schedule of weighted average shares of unvested restricted stock included in common stock outstanding | Year Ended December 31, Three Months Ended December 31, Year Ended September 30, 2016 2015 2014 2014 Participating restricted stock awards — — |
Major Clients (Tables)
Major Clients (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Major Clients | |
Schedule of sales to major clients, as a percentage of operating revenues that exceeded 10% | Year Ended December 31, Three Months Ended December 31, Year Ended September 30, 2016 2015 2014 2014 A B — C — — — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies | |
Summary of payments due in specific periods related to the Company's contractual obligations with initial terms exceeding one year | Payments Due by Period (in thousands) Within After Total 1 Year 2-3 Years 4-5 Years 5 Years Operating lease obligations (office space) $ $ $ $ $ |
Quarterly Concolidated Financia
Quarterly Concolidated Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Consolidated Financial Data (Unaudited) | |
Summary of quarterly consolidated financial data (unaudited) | Quarter Ended March 31, June 30, September 30, December 31, Year Ended December 31, 2016: Operating revenues $ $ $ $ Loss from operations $ $ $ $ Net loss $ $ $ $ Basic loss per share attributable to common stock $ $ $ $ Diluted loss per share attributable to common stock $ $ $ $ Year Ended December 31, 2015: Operating revenues $ $ $ $ Loss from operations $ $ $ $ Net loss $ $ $ $ Basic loss per share attributable to common stock $ $ $ $ Diluted loss per share attributable to common stock $ $ $ $ |
Summary of Significant Accoun37
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2014USD ($) | Dec. 31, 2016USD ($)item | Dec. 31, 2015USD ($) | Sep. 30, 2014USD ($) | |
Significant Accounting Policies | ||||
Number of states in which the Company operates | item | 48 | |||
Depreciation | $ 9,736,000 | $ 44,283,000 | $ 47,072,000 | $ 40,168,000 |
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 | $ 0 |
Federal statutory effective income tax rate | 35.00% | 35.00% | 35.00% | 35.00% |
Impairment of Intangible Assets | $ 0 | $ 0 | ||
Change in estimated life of certain recording equipment assets | ||||
Significant Accounting Policies | ||||
Depreciation | $ 1,300,000 |
Short-Term Investments (Details
Short-Term Investments (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Short-Term Investments | ||
Maturity Period of certificates of deposit, minimum | 3 months | 3 months |
Maturity Period of certificates of deposit, maximum | 1 year | 1 year |
Merger (Details)
Merger (Details) | Feb. 11, 2015USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($)$ / sharesshares |
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||
Split-effected Common Stock (in shares) | shares | 1.76 | |||||
Fair value of assets acquired and liabilities assumed | ||||||
Net deferred tax asset | $ 29,661,000 | $ 29,424,000 | $ 29,661,000 | |||
Common stock, shares outstanding | shares | 21,580,865 | 21,656,406 | 21,580,865 | |||
Accrual for uncertain tax positions and contingencies related to certain tax matters | $ 715,000 | |||||
Revenues | $ 133,330,000 | $ 234,685,000 | $ 261,683,000 | |||
Pro Forma Information | ||||||
Shares used in calculation of earnings per share | shares | 21,400,593 | 21,537,480 | 21,367,677 | |||
Pro forma total revenues | $ 76,897,000 | $ 248,295,000 | $ 373,544,000 | |||
Pro forma net loss | $ (7,722,000) | $ (30,256,000) | $ (13,383,000) | |||
Pro forma net loss per share | ||||||
Basic | $ / shares | $ (0.36) | $ (1.40) | $ (0.63) | |||
Diluted | $ / shares | $ (0.36) | $ (1.40) | $ (0.63) | |||
Legacy TGC | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | |||||
Reverse stock split ratio | 0.33 | |||||
Split-effected Common Stock (in shares) | shares | 1.760 | |||||
Increase in preliminary estimated amount of property and equipment | $ 5,055,000 | |||||
Increase in preliminary estimated amount of current liability | 943,000 | |||||
Decrease in preliminary estimated amount of current assets | 625,000 | |||||
Decrease in preliminary estimated amount of intangible assets | 2,953,000 | |||||
Decrease in deferred tax assets related to adjustments to preliminary estimates | 534,000 | |||||
Increase in depreciation | 628,000 | |||||
Decrease in amortization expense | $ 697,000 | |||||
Fair value of assets acquired and liabilities assumed | ||||||
Stock consideration | $ 42,902,000 | |||||
Interest bearing debt assumed | 12,048,000 | |||||
Debt-free current liabilities | 13,590,000 | |||||
Total purchase price consideration including liabilities assumed | 68,540,000 | |||||
Current assets excluding cash and cash equivalents | 15,531,000 | |||||
Cash and cash equivalents | 12,382,000 | |||||
Total current assets | 27,913,000 | |||||
Fair value of property and equipment | 33,867,000 | |||||
Identified intangible assets | 400,000 | |||||
Net deferred tax asset | 6,360,000 | |||||
Total indicated value of assets | $ 68,540,000 | |||||
Common stock, shares outstanding | shares | 7,381,476 | |||||
Accrual for uncertain tax positions and contingencies related to certain tax matters | $ 865,000 | |||||
Pre-tax merger-related costs | $ 3,314,000 | |||||
Legacy TGC | Minimum | ||||||
Fair value of assets acquired and liabilities assumed | ||||||
Estimated useful lives of property and equipment | 18 months | |||||
Legacy TGC | Maximum | ||||||
Fair value of assets acquired and liabilities assumed | ||||||
Estimated useful lives of property and equipment | 12 years | |||||
Legacy Dawson | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.3333 |
Property and Equipement (Detail
Property and Equipement (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment | ||
Gross | $ 324,950,000 | $ 345,619,000 |
Less accumulated depreciation | (214,033,000) | (198,052,000) |
Net property and equipment | 110,917,000 | 147,567,000 |
Land, building and other | ||
Property, Plant and Equipment | ||
Gross | $ 15,777,000 | 16,357,000 |
Land, building and other | Minimum | ||
Property, Plant and Equipment | ||
Estimated useful lives of property and equipment | 3 years | |
Land, building and other | Maximum | ||
Property, Plant and Equipment | ||
Estimated useful lives of property and equipment | 40 years | |
Recording equipment | ||
Property, Plant and Equipment | ||
Gross | $ 199,068,000 | 212,541,000 |
Recording equipment | Minimum | ||
Property, Plant and Equipment | ||
Estimated useful lives of property and equipment | 5 years | |
Recording equipment | Maximum | ||
Property, Plant and Equipment | ||
Estimated useful lives of property and equipment | 10 years | |
Line clearing equipment | ||
Property, Plant and Equipment | ||
Gross | $ 1,071,000 | 1,071,000 |
Estimated useful lives of property and equipment | 5 years | |
Vibrator energy sources | ||
Property, Plant and Equipment | ||
Gross | $ 79,162,000 | 80,454,000 |
Vibrator energy sources | Minimum | ||
Property, Plant and Equipment | ||
Estimated useful lives of property and equipment | 5 years | |
Vibrator energy sources | Maximum | ||
Property, Plant and Equipment | ||
Estimated useful lives of property and equipment | 15 years | |
Vehicles | ||
Property, Plant and Equipment | ||
Gross | $ 29,872,000 | $ 35,196,000 |
Vehicles | Minimum | ||
Property, Plant and Equipment | ||
Estimated useful lives of property and equipment | 1 year 6 months | |
Vehicles | Maximum | ||
Property, Plant and Equipment | ||
Estimated useful lives of property and equipment | 10 years |
Supplemental Consolidated Bal41
Supplemental Consolidated Balance Sheet Information (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Other current liabilities | ||
Accrued self-insurance reserves | $ 1,422,000 | $ 1,830,000 |
Income and franchise taxes payable | 39,000 | 21,000 |
Other accrued expenses and current liabilities | 1,522,000 | 2,753,000 |
Total other current liabilities | $ 2,983,000 | $ 4,604,000 |
Debt (Details)
Debt (Details) | 12 Months Ended | ||
Dec. 31, 2016USD ($)item | Dec. 31, 2015USD ($) | Aug. 31, 2016item | |
Debt Instruments | |||
Capital lease obligations | $ 419,000 | $ 1,199,000 | |
Future minimum lease payments | |||
January 2017 - December 2017 | 419,000 | ||
Term Note | |||
Notes payable | |||
Aggregate principal amount outstanding | 0 | ||
Aggregate maturities of notes payable | |||
Total | 0 | ||
Minimum | |||
Future minimum lease payments | |||
Interest rate (as a percent) | 3.16% | ||
Maximum | |||
Future minimum lease payments | |||
Interest rate (as a percent) | 6.72% | ||
Credit Agreement | |||
Debt Instruments | |||
Borrowing, repaying and re-borrowing capacity | 20,000,000 | ||
Maximum borrowing capacity on core equipment | $ 12,500,000 | ||
Number of notes payable not covered under term loan feature | item | 3 | ||
Percentage of maximum borrowing capacity on eligible accounts receivable | 80.00% | ||
Percentage of maximum borrowing capacity on eligible core equipment | 50.00% | ||
Minimum tangible net worth | $ 150,000,000 | ||
Credit Agreement | Letter Of Credit | |||
Debt Instruments | |||
Unused letters of credit | $ 1,767,000 | ||
Credit Agreement | Minimum | |||
Debt Instruments | |||
Ratio of current assets to current liabilities | 1.50 | ||
Credit Agreement | Minimum | Prime rate | |||
Debt Instruments | |||
Interest rate | 2.50% | ||
Credit Agreement | Maximum | |||
Debt Instruments | |||
Interest rate | 4.50% | ||
Debt to tangible net worth ratio | 1 | ||
Notes payable to commercial banks | |||
Notes payable | |||
Aggregate principal amount outstanding | $ 1,938,000 | $ 8,654,000 | |
Aggregate maturities of notes payable | |||
January 2017 - December 2017 | 1,938,000 | ||
Total | $ 1,938,000 | $ 8,654,000 | |
Notes payable to commercial banks | Minimum | |||
Notes payable | |||
Interest rate (as a percent) | 3.50% | 3.50% | |
Notes payable to commercial banks | Maximum | |||
Notes payable | |||
Interest rate (as a percent) | 4.50% | 4.50% | |
Notes payable to finance companies | |||
Debt Instruments | |||
Number of notes payable paid in full | item | 1 | ||
Notes payable | |||
Aggregate principal amount outstanding | $ 838,000 | ||
Interest rate (as a percent) | 2.35% | ||
Aggregate maturities of notes payable | |||
Total | $ 838,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2014 | May 05, 2016 | |
Share-Based Compensation Plans | |||||
Stock-based compensation expense | $ 452,000 | $ 879,000 | $ 1,156,000 | $ 1,225,000 | |
The 2016 Plan | |||||
Share-Based Compensation Plans | |||||
Numbers of shares available for grant ( in shares) | 0 | ||||
Number of shares authorized | 1,000,000 | ||||
Shares available for future issuance | 971,514 | ||||
Option expiration term | 10 years | ||||
Legacy Dawson Plan | |||||
Share-Based Compensation Plans | |||||
Shares available for future issuance | 0 | ||||
Option expiration term | 10 years | ||||
Legacy TGC Plan | |||||
Share-Based Compensation Plans | |||||
Shares available for future issuance | 0 | ||||
Option expiration term | 10 years | ||||
Unvested stock options | |||||
Share-Based Compensation Plans | |||||
Stock-based compensation expense | $ 42,000 | ||||
Restricted stock | |||||
Share-Based Compensation Plans | |||||
Stock-based compensation expense | 213,000 | $ 347,000 | 363,000 | 821,000 | |
Grants outstanding (in shares) | 87,000 | ||||
Restricted stock units | |||||
Share-Based Compensation Plans | |||||
Stock-based compensation expense | 74,000 | $ 73,000 | $ 526,000 | 233,000 | |
Grants outstanding (in shares) | 253,315 | 129,247 | |||
Common Stock Awards | |||||
Share-Based Compensation Plans | |||||
Stock-based compensation expense | $ 165,000 | $ 417,000 | $ 267,000 | $ 171,000 |
Stock-Based Compensation - Ince
Stock-Based Compensation - Incentive Stock Options (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2014 | |
Additional disclosures | ||||
Merger Exchange Ratio | 1.76 | |||
Legacy Dawson Plan | ||||
Number of Optioned Shares | ||||
Grants (in shares) | 0 | 0 | 0 | 0 |
Exercise of stock options (in shares) | 0 | 0 | 0 | 0 |
Additional disclosures | ||||
Excess tax benefits from disqualifying dispositions | $ 0 | $ 0 | $ 0 | $ 0 |
Total intrinsic value of options exercised | 13,000 | |||
Unvested stock options | ||||
Number of Optioned Shares | ||||
Balance at the beginning of the period (in shares) | 428,430 | |||
Forfeited (in shares) | (22,519) | |||
Expired (in shares) | (36,447) | |||
Balance at the end of the period (in shares) | 369,464 | 428,430 | ||
Exercisable at the end of the period (in shares) | 369,464 | |||
Weighted Average Exercise Price | ||||
Balance at the beginning of the period (in dollars per share) | $ 13.01 | |||
Forfeited (in dollars per share) | 11.05 | |||
Expired (in dollars per share) | 17.34 | |||
Balance at the end of the period (in dollars per share) | 12.70 | $ 13.01 | ||
Exercisable at the end of the period (in dollars per share) | $ 12.70 | |||
Weighted Average Remaining Contractual Term | ||||
Outstanding at the end of the period (in years) | 2 years 1 month 2 days | |||
Exercisable at the end of the period (in years) | 2 years 1 month 2 days | |||
Aggregate Intrinsic Value | ||||
Outstanding at the end of the period (in dollars) | $ 0 | |||
Additional disclosures | ||||
Tax deductions recorded when options are awarded | 0 | |||
Unrecognized compensation expense related to share-based compensation plans | 0 | |||
Cash received from share-based payment arrangements | $ 0 | $ 0 | $ 0 | $ 32,000 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Awards, Restricted Stock Units and Common Stock Award (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2014 | Dec. 31, 2016 | |
Additional disclosures | |||||
Merger Exchange Ratio | 1.76 | ||||
Restricted stock | |||||
Number of Restricted Share Awards | |||||
Grants ( in shares) | 0 | 87,000 | 0 | 0 | |
Nonvested restricted shares outstanding, ending balance (in shares) | 87,000 | ||||
Weighted Average Grant-Date Fair Value | |||||
Grants (in dollars per share) | $ 2.96 | ||||
Nonvested restricted shares outstanding, ending balance (in dollars per share) | $ 2.96 | ||||
Additional disclosures | |||||
Weighted average participating restricted stock included in common stock outstanding | 87,000 | 87,000 | |||
Vesting period | 3 years | ||||
Annual increment period | 3 years | ||||
Unrecognized compensation cost | $ 173,000 | ||||
Period over which unrecognized compensation expense is expected to be recognized | 2 years 1 month 13 days | ||||
Restricted stock | Weighted Average | |||||
Number of Restricted Share Awards | |||||
Nonvested restricted shares outstanding, beginning balance (in shares) | 182,160 | 182,160 | |||
Nonvested restricted shares outstanding, ending balance (in shares) | 182,160 | 182,160 | |||
Additional disclosures | |||||
Weighted average participating restricted stock included in common stock outstanding | 182,160 | 182,160 | 182,160 | ||
Restricted stock units | |||||
Number of Restricted Share Awards | |||||
Nonvested restricted shares outstanding, beginning balance (in shares) | 129,247 | ||||
Grants ( in shares) | 94,898 | 196,400 | 10,000 | 38,555 | |
Vested (in shares) | (20,221) | ||||
Forfeited (in shares) | (52,111) | ||||
Nonvested restricted shares outstanding, ending balance (in shares) | 253,315 | 129,247 | |||
Weighted Average Grant-Date Fair Value | |||||
Nonvested restricted shares outstanding, beginning balance (in dollars per share) | $ 8.85 | ||||
Grants (in dollars per share) | $ 6.79 | 2.96 | $ 5.76 | $ 18.02 | |
Vested (in dollars per share) | 18.15 | ||||
Forfeited (in dollars per share) | 5.45 | ||||
Nonvested restricted shares outstanding, ending balance (in dollars per share) | $ 4.24 | $ 8.85 | |||
Additional disclosures | |||||
Weighted average participating restricted stock included in common stock outstanding | 129,247 | 129,247 | 253,315 | ||
Unrecognized compensation cost | $ 514,000 | ||||
Period over which unrecognized compensation expense is expected to be recognized | 1 year 8 months 19 days | ||||
Weighted Average Grant Date Fair Value | $ 18.15 | ||||
Common Stock Awards | |||||
Number of Restricted Share Awards | |||||
Grants ( in shares) | 21,730 | 66,200 | 58,937 | 9,706 | |
Weighted Average Grant-Date Fair Value | |||||
Vested (in dollars per share) | $ 7.59 | $ 6.31 | $ 4.53 | $ 17.61 | |
Additional disclosures | |||||
Weighted Average Grant Date Fair Value | $ 7.59 | $ 6.31 | $ 4.53 | $ 17.61 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2014 | |
Legacy Dawson Geophysical Company 401k Plan | ||||
Percentage of employees gross pay that is matched | 6.00% | 6.00% | 6.00% | 6.00% |
Employer matching contribution, percent matched | 100.00% | 100.00% | 100.00% | 100.00% |
Matching contribution to the plan | $ 462,000 | $ 1,658,000 | $ 1,849,000 | $ 1,895,000 |
Legacy TGC 401k Plan | ||||
Percentage of employees gross pay that is matched | 6.00% | |||
Employer matching contribution, percent matched | 50.00% | |||
Matching contribution to the plan | $ 98,000 |
Advertising Costs (Details)
Advertising Costs (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2014 | |
Advertising Costs | ||||
Advertising Expense | $ 62,000 | $ 372,000 | $ 466,000 | $ 223,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2014 | |
Loss before income taxes | ||||
Domestic | $ (6,249,000) | $ (41,162,000) | $ (36,230,000) | $ (11,671,000) |
Foreign | (654,000) | (5,079,000) | (3,804,000) | (6,229,000) |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest | (6,903,000) | (46,241,000) | (40,034,000) | (17,900,000) |
Loss before income tax | (6,903,000) | (46,241,000) | (40,034,000) | (17,900,000) |
Income tax (benefit) expense | ||||
Current federal benefit | 215,000 | 280,000 | 74,000 | |
Current state benefit (expense) | (39,000) | 181,000 | (571,000) | (633,000) |
Current foreign expense | (228,000) | |||
Deferred federal benefit | 1,783,000 | 5,795,000 | 12,499,000 | 5,489,000 |
Deferred state (expense) benefit | 168,000 | (847,000) | 860,000 | 578,000 |
Deferred foreign benefit | 1,105,000 | 687,000 | ||
Total | 1,912,000 | 6,449,000 | 13,755,000 | 5,280,000 |
Reconciliation of income tax expense (provision) | ||||
Tax benefit computed at statutory rate of 35% | $ 2,416,000 | $ 16,184,000 | $ 14,012,000 | $ 6,265,000 |
Federal income tax rate (as a percent) | 35.00% | 35.00% | 35.00% | 35.00% |
Change in valuation allowance | $ (170,000) | $ (10,200,000) | $ (502,000) | $ (1,506,000) |
State income tax (expense) benefit, net of federal tax | 83,000 | (433,000) | 423,000 | (32,000) |
Foreign losses | 170,000 | 985,000 | 954,000 | 1,506,000 |
Transaction costs | (522,000) | (445,000) | (332,000) | |
Other | (65,000) | (87,000) | (687,000) | (621,000) |
Total | 1,912,000 | 6,449,000 | 13,755,000 | 5,280,000 |
Operating Loss Carryforwards | 93,802,000 | |||
Net Deferred tax assets: | ||||
Federal tax net operating loss (NOL) carryforward | 32,746,000 | 23,002,000 | ||
Foreign tax NOL carryforward | 4,486,000 | 3,694,000 | ||
Deferred revenue | 462,000 | 1,193,000 | ||
Restricted stock | 318,000 | 214,000 | ||
Worker's compensation | 74,000 | 144,000 | ||
State tax NOL carryforward | 1,223,000 | 850,000 | ||
Self-insurance | 219,000 | 260,000 | ||
Canadian start-up costs | 275,000 | 296,000 | ||
Alternative Minimum Tax credit carry forward | 315,000 | 315,000 | ||
Foreign tax credit | 1,874,000 | 1,874,000 | ||
Other comprehensive income | 786,000 | 1,055,000 | ||
Uncertain tax positions | 512,000 | 562,000 | ||
Other | (264,000) | (91,000) | ||
Total gross deferred tax assets | 43,026,000 | 33,368,000 | ||
Less valuation allowances | (13,602,000) | (3,707,000) | ||
Total net deferred tax assets | 29,424,000 | 29,661,000 | ||
Property and equipment | (29,035,000) | (34,980,000) | ||
Total net deferred tax assets | 389,000 | |||
Total net deferred tax liabilities | (5,319,000) | |||
Classification of net deferred tax components | ||||
Total net deferred tax assets | 389,000 | |||
Total net deferred tax liabilities | (5,319,000) | |||
Gross Net operating loss carry forwards for U.S. federal income tax purposes | 93,802,000 | |||
State taxes affected by state NOL's | 1,881,000 | |||
roll forward of the Company's unrecognized tax benefits: | ||||
Balance at beginning of the period | 0 | 1,684,000 | 0 | |
Established at the Merger | 715,000 | |||
Increase in prior year tax positions | 455,000 | |||
Decrease in prior year tax positions | (14,000) | |||
Increase in current year tax positions | 157,000 | 514,000 | ||
Liability statute expiration | (338,000) | |||
Balance at end of the period | $ 0 | 1,489,000 | 1,684,000 | $ 0 |
Canada | ||||
Reconciliation of income tax expense (provision) | ||||
Operating Loss Carryforwards | 17,253,000 | |||
Classification of net deferred tax components | ||||
Gross Net operating loss carry forwards for U.S. federal income tax purposes | 17,253,000 | |||
Federal | ||||
Reconciliation of income tax expense (provision) | ||||
Operating Loss Carryforwards | 32,746,000 | |||
Classification of net deferred tax components | ||||
Gross Net operating loss carry forwards for U.S. federal income tax purposes | 32,746,000 | |||
Domestic | ||||
Classification of net deferred tax components | ||||
Noncurrent (liabilities) | (146,000) | $ (5,319,000) | ||
Foreign | ||||
Classification of net deferred tax components | ||||
Noncurrent assets | $ 535,000 |
Net (Loss) Income per Share A49
Net (Loss) Income per Share Attributable to Common Stock (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2014 | |
Net (Loss) Income per Share Attributable to Common Stock | ||||||||||||
Net loss | $ (7,187,000) | $ (12,416,000) | $ (11,589,000) | $ (8,600,000) | $ (4,940,000) | $ (2,870,000) | $ (11,877,000) | $ (6,592,000) | $ (4,991,000) | $ (39,792,000) | $ (26,279,000) | $ (12,620,000) |
Income allocable to unvested restricted stock | (9,000) | (26,000) | ||||||||||
Basic loss attributable to common stock | (5,000,000) | (39,792,000) | (26,279,000) | (12,646,000) | ||||||||
Diluted loss attributable to common stock | $ (5,000,000) | $ (39,792,000) | $ (26,279,000) | $ (12,646,000) | ||||||||
Weighted average common shares outstanding: | ||||||||||||
Basic | 14,019,813 | 21,611,562 | 20,688,185 | 14,008,635 | ||||||||
Diluted | 14,019,813 | 21,611,562 | 20,688,185 | 14,008,635 | ||||||||
Basic loss per share attributable to common stock | $ (0.33) | $ (0.57) | $ (0.54) | $ (0.40) | $ (0.23) | $ (0.13) | $ (0.55) | $ (0.37) | $ (0.36) | $ (1.84) | $ (1.27) | $ (0.90) |
Diluted loss attributable to a share of common stock | $ (0.33) | $ (0.57) | $ (0.54) | $ (0.40) | $ (0.23) | $ (0.13) | $ (0.55) | $ (0.37) | $ (0.36) | $ (1.84) | $ (1.27) | $ (0.90) |
Net (Loss) Income per Share A50
Net (Loss) Income per Share Attributable to Common Stock - Stock Options and Restricted Stock (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2014 | |
Weighted Average | ||||
Anti-dilutive Securities Excluded from Calculation of Earnings Per Share | ||||
Weighted average number of securities excluded from calculation | 226,839 | 756,527 | 552,577 | 195,480 |
Restricted stock | ||||
Anti-dilutive Securities Excluded from Calculation of Earnings Per Share | ||||
Weighted average participating restricted stock included in common stock outstanding | 87,000 | |||
Restricted stock | Weighted Average | ||||
Anti-dilutive Securities Excluded from Calculation of Earnings Per Share | ||||
Weighted average participating restricted stock included in common stock outstanding | 182,160 | 182,160 | ||
Unvested stock options | Weighted Average | ||||
Anti-dilutive Securities Excluded from Calculation of Earnings Per Share | ||||
Weighted average number of securities excluded from calculation | 160,434 | 411,763 | 425,981 | 162,107 |
Restricted stock units | Weighted Average | ||||
Anti-dilutive Securities Excluded from Calculation of Earnings Per Share | ||||
Weighted average number of securities excluded from calculation | 66,405 | 268,461 | 126,596 | 33,373 |
Non-participating restricted stock awards | Weighted Average | ||||
Anti-dilutive Securities Excluded from Calculation of Earnings Per Share | ||||
Weighted average number of securities excluded from calculation | 76,303 |
Major Clients (Details)
Major Clients (Details) - segment | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2014 | |
Major Clients Line Items | ||||
Number of operating segments | 1 | 1 | ||
Customer concentration risk | Service Revenue | A | ||||
Major Clients Line Items | ||||
Concentration risk percentage | 14.00% | 13.00% | 21.00% | 16.00% |
Customer concentration risk | Service Revenue | B | ||||
Major Clients Line Items | ||||
Concentration risk percentage | 10.00% | 15.00% | 13.00% | |
Customer concentration risk | Service Revenue | C | ||||
Major Clients Line Items | ||||
Concentration risk percentage | 12.00% |
Areas of Operation (Details)
Areas of Operation (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2014 | |
Areas of Operation | ||||
Revenues | $ 133,330,000 | $ 234,685,000 | $ 261,683,000 | |
Long-lived assets | 110,917,000 | 147,567,000 | ||
U.S. | ||||
Areas of Operation | ||||
Revenues | $ 50,802,000 | 122,522,000 | 222,154,000 | 256,110,000 |
Long-lived assets | 105,059,000 | 136,758,000 | ||
Canada | ||||
Areas of Operation | ||||
Revenues | 10,808,000 | 12,531,000 | $ 5,573,000 | |
Long-lived assets | $ 5,858,000 | $ 10,809,000 |
Commitments and Contingencies53
Commitments and Contingencies (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Operating Lease Obligations | |
Operating lease obligations (office space), Within 1 Year | $ 1,468 |
Operating lease obligations (office space), 2-3 Years | 2,256 |
Operating lease obligations (office space), 4-5 Years | 1,591 |
Operating lease obligations (office space), After 5 Years | 4,252 |
Operating lease obligations (office space), Total | $ 9,567 |
Commitments and Contingencies -
Commitments and Contingencies - Rental Expense and Letters of Credit (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2014 | |
Operating Lease Obligations | ||||
Rental expense under operating leases with initial terms exceeding one year | $ 242,000 | $ 1,907,000 | $ 1,691,000 | $ 965,000 |
Self-insured health insurance coverage | ||||
Obligations related to health insurance and self-insured workers' compensation | ||||
Unused letters of credit | 1,767,000 | |||
Self-insured retention on workers' compensation claims | ||||
Obligations related to health insurance and self-insured workers' compensation | ||||
Unused letters of credit | $ 233,000 |
Quarterly Consolidated Financ55
Quarterly Consolidated Financial Data (Unaudited) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2014 | |
Quarterly Consolidated Financial Data (Unaudited) | ||||||||||||
Operating revenues | $ 30,067,000 | $ 28,122,000 | $ 28,086,000 | $ 47,055,000 | $ 55,130,000 | $ 62,498,000 | $ 43,335,000 | $ 73,722,000 | $ 50,802,000 | $ 133,330,000 | $ 234,685,000 | $ 261,683,000 |
Loss from operations | (11,282,000) | (14,257,000) | (13,266,000) | (10,631,000) | (8,141,000) | (4,662,000) | (18,065,000) | (9,814,000) | (6,984,000) | (49,436,000) | (40,682,000) | (17,904,000) |
Net loss | $ (7,187,000) | $ (12,416,000) | $ (11,589,000) | $ (8,600,000) | $ (4,940,000) | $ (2,870,000) | $ (11,877,000) | $ (6,592,000) | $ (4,991,000) | $ (39,792,000) | $ (26,279,000) | $ (12,620,000) |
Basic loss per share attributable to common stock | $ (0.33) | $ (0.57) | $ (0.54) | $ (0.40) | $ (0.23) | $ (0.13) | $ (0.55) | $ (0.37) | $ (0.36) | $ (1.84) | $ (1.27) | $ (0.90) |
Diluted loss per share attributable to common stock | $ (0.33) | $ (0.57) | $ (0.54) | $ (0.40) | $ (0.23) | $ (0.13) | $ (0.55) | $ (0.37) | $ (0.36) | $ (1.84) | $ (1.27) | $ (0.90) |
Merger Exchange Ratio | 1.76 |