23 Feb 2015listing compliance notice▼ BadMajor
DAWSON OPERATING CO terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
12 Feb 2015securities registration● Neutral
DAWSON OPERATING CO amended an already-effective registration statement.
11 Feb 2015listing compliance notice● NeutralMajor
DAWSON OPERATING CO's exchange filed to remove a class of its securities from listing.
11 Feb 2015business combination● NeutralMajor
The TGC merger closed on February 11, 2015. Riptide Acquisition Corp. merged into the company (now renamed Dawson Operating Company), which survives as a wholly owned subsidiary of TGC (renamed Dawson Geophysical Company). Each old Dawson share converted into 1.760 shares of the new parent after a 1-for-3 reverse split, leaving old Dawson holders with about 66% of about 21.6 million shares; the old Dawson stock is being delisted from Nasdaq and the company intends to file Form 15 to stop its own SEC reporting. Jumper stays Chairman, President and CEO; Brata replaces Hagan as CFO of this subsidiary (Hagan becomes Chief Accounting Officer), and the fiscal year end changes from September 30 to December 31. This completes the pending merger; the filing does not mention the Speese lawsuit.
6 Feb 2015quarterly activities report▼ Bad
DAWSON OPERATING CO reported a quarterly net loss of $4.8 million for the period ended 2014-12-31.
2 Feb 2015business combination● Neutral
Dawson said it would file its Form 10-Q for the quarter ended December 31, 2014 on or about February 6, 2015, but would not otherwise release results or hold an investor call, citing the pending TGC merger. The filing gives no financial figures. It is a routine disclosure about how results will be reported.
30 Jan 2015substantial holder notice● Neutral
BlackRock, Inc reported a DAWSON OPERATING CO shareholding of 519,359 shares (6.40% of votes) in a periodic institutional filing.
13 Jan 2015business combination▼ BadMajor
A shareholder, Andrew Speese, filed a purported class and derivative lawsuit on January 7, 2015 in federal court (Western District of Texas) against Dawson, its directors, TGC and Riptide Acquisition Corp. It alleges the directors breached their duties over the TGC merger and that the S-4 and prospectus contain misleading statements or omissions, and seeks to block the merger or, if it closes, damages. Dawson's board formed a Special Litigation Committee to review the derivative claims, and Dawson intends to seek dismissal of the class action claims. This is a new legal risk to the pending merger ahead of the February 9, 2015 votes.
5 Jan 2015business combination▲ GoodMajor
The TGC S-4 was declared effective on December 31, 2014 and definitive proxy materials were mailed, so that closing condition is now met. Dawson and TGC will each hold special shareholder meetings on February 9, 2015 to vote on the merger, with holders of record on December 29, 2014 entitled to vote; both boards recommend voting FOR. TGC's CEO says all remaining regulatory requirements have been cleared.
15 Dec 2014business combination● Neutral
Dawson postponed its 2015 annual shareholder meeting (normally held in January) because of the pending TGC merger, and said it will announce any rescheduled date later. It also said it filed its annual report on Form 10-K for the year ended September 30, 2014 on December 15, 2014; the filing gives no results from it.
3 Dec 2014business combination● Neutral
Dawson furnished the slides Jumper used at the December 3, 2014 Cowen conference, which include information on the pending TGC combination. The visible text is mostly legal disclaimers; the slide content itself is cut off, so no new merger terms or figures can be reported from it.
25 Nov 2014business combination● Neutral
Dawson announced that CEO Stephen Jumper will present at the Cowen and Company energy conference in New York on December 3, 2014, with a webcast. It carries no new information on the TGC merger beyond repeating that the S-4 was filed November 6, 2014 and has not yet been declared effective.
17 Nov 2014business combination▲ Good
The U.S. antitrust waiting period (Hart-Scott-Rodino) for the Dawson-TGC merger ended early, so that closing condition is met. TGC filed its S-4 registration statement with the SEC on November 6, 2014, but it must still be declared effective. Still required: Dawson shareholder approval of the merger and TGC shareholder approvals of the share issuance, name change and reverse split.
12 Nov 2014quarterly activities report▼ Bad
DAWSON OPERATING CO reported a quarterly net loss of $3.9 million for the period ended 2014-09-30.
9 Oct 2014business combination● NeutralMajor
This filing gives the terms of the October 8, 2014 merger agreement: Dawson shares convert at 1.760 TGC shares each (after a one-for-three TGC reverse split), Dawson becomes a wholly owned TGC subsidiary and TGC takes the Dawson Geophysical name. Closing needs approval by 66.67% of Dawson's outstanding shares and similar TGC approvals, HSR clearance, an effective S-4 and other conditions; a $2.0 million termination fee (plus up to $1.5 million of expenses) applies in certain takeover-proposal cases. Combined board: five current Dawson directors (including Jumper) and three TGC directors; Jumper would be Chairman, President and CEO, Whitener Vice Chairman, and Hagan would become Chief Accounting Officer and Secretary. Dawson insiders holding 2.40% have agreed to vote in favour, and TGC insiders holding 28.89% of TGC have also agreed to vote in favour.
9 Oct 2014business combination● NeutralMajor
Dawson publicised the merger agreement signed October 8, 2014 with TGC Industries and its subsidiary Riptide Acquisition Corp., furnishing a transcript of an October 9 investor call. Dawson would become a wholly owned subsidiary of TGC; each Dawson share converts into 1.760 TGC shares (after a one-for-three TGC reverse split), and TGC would be renamed Dawson Geophysical. On the call, management said Dawson and TGC holders would own about 66% and 34% of the combined company, with closing expected in the first calendar quarter of 2015 subject to 66.67% shareholder approvals. This is a second TGC deal after the one TGC terminated in October 2011 with no shares issued.
11 Aug 2014quarterly activities report▼ Bad
DAWSON OPERATING CO reported a quarterly net loss of $7.5 million for the period ended 2014-06-30.
6 Aug 2014quarterly activities report▼ Bad
DAWSON OPERATING CO reported a quarterly net loss of $7.5 million for the period ended 2014-06-30.
12 May 2014quarterly activities report● Neutral
DAWSON OPERATING CO reported a quarterly net income of $1.7 million for the period ended 2014-03-31.
12 May 2014quarterly activities report● Neutral
DAWSON OPERATING CO reported a quarterly net income of $1.7 million for the period ended 2014-03-31.
7 May 2014quarterly activities report● Neutral
DAWSON OPERATING CO reported a quarterly net income of $1.7 million for the period ended 2014-03-31.
12 Feb 2014substantial holder notice● Neutral
The Vanguard Group reported a DAWSON OPERATING CO shareholding of 270,139 shares (3.35% of votes) in a periodic institutional filing.
10 Feb 2014quarterly activities report▼ Bad
DAWSON OPERATING CO reported a quarterly net loss of $2.9 million for the period ended 2013-12-31.
4 Feb 2014quarterly activities report▼ Bad
DAWSON OPERATING CO reported a quarterly net loss of $2.9 million for the period ended 2013-12-31.
28 Jan 2014substantial holder notice● Neutral
BlackRock, Inc reported a DAWSON OPERATING CO shareholding of 595,116 shares (7.40% of votes) in a periodic institutional filing.
10 Dec 2013material agreement● Neutral
On December 4, 2013 Dawson signed a new term note with Western National Bank (dated December 2, 2013) to borrow up to $10.0 million for equipment, at a fixed 3.16% rate, with everything due December 2, 2016. It borrowed the full $10.0 million on December 5, 2013 to buy recording equipment, secured by receivables, equipment and related collateral. This adds to the existing Western National Bank term loans and revolving line, which had nothing outstanding as of June 2013.
13 Nov 2013quarterly activities report▼ Bad
DAWSON OPERATING CO reported a quarterly net loss of $2.8 million for the period ended 2013-09-30.
20 Sept 2013production update▼ BadMajor
Dawson said its crew use fell sharply in the quarter ending September 30, 2013: it ran the equivalent of eight data acquisition crews, down from thirteen in the prior quarter, which will hurt results versus both the June 2013 quarter and the September 2012 quarter. The filing attributes this to projects not being ready (agricultural operations), early project completions in the prior quarter, and a slowdown in requests for proposals. It expects 10-12 U.S. crews in the quarter ending December 31, 2013, and says its order book supports thirteen U.S. crews and one Canadian crew in early calendar 2014, subject to client cancellations or delays.
9 Aug 2013quarterly activities report● Neutral
DAWSON OPERATING CO reported a quarterly net income of $4.1 million for the period ended 2013-06-30.
6 Aug 2013quarterly activities report● Neutral
DAWSON OPERATING CO reported a quarterly net income of $4.1 million for the period ended 2013-06-30.