Dawson Geophysical Company · NASDAQ:DWSN
Dawson Geophysical — Merger or Acquisition (December 2014)
26 slides from Dawson Geophysical's merger presentation, Dec 3, 2014
Slide 1: December 2014 Investor Presentation
Exhibit 99.1 December 2014 Investor Presentation
Slide 2: Forward-looking statements
Statements in this presentation that relate to forecasts, estimates or other expectations regarding future events, including without limitation, statements regarding the pending transaction, technological advancements and the companies’ financial position, business strategy and plans and objectives
Slide 3: Important Information For Investors and Shareholders
Important Information For Investors and Shareholders This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The transactions contemplated by the merger agreement, including, with the respect to Dawson, t
Slide 4: Operations Overview
OPERATIONS OVERVIEW
Slide 5: In business 62 years (founded 1952)
In business 62 years (founded 1952) Acquire and process seismic data Calgary for the accounts of our clients A leading provider of U.S. onshore seismic data acquisition services Denver (2-D and 3-D) Pittsburgh Oklahoma City Canadian-based operations Midland Houston 10 crews operating 178,500 channel
Slide 6: 62-year history enables Dawson Geophysical to navigate the cyclical nature of the business
62-year history enables Dawson Geophysical to navigate the cyclical nature of the business Investments in technology and equipment upgrades generate improved efficiencies Robust equipment base drives opportunities for growth and leads to improved contract terms Geographic diversity fosters opportuni
Slide 7: Demand for Dawson Geophysical services remains steady despite project readiness issues
Demand for Dawson Geophysical services remains steady despite project readiness issues Company deployed eight to twelve data acquisition crews in fiscal 2014 Order book sufficient to sustain deployment of nine to ten data acquisition crews into calendar year 2015 Balance sheet strength remains stron
Slide 8: E&P company emphasis on exploration & developmental activities
E&P company emphasis on exploration & developmental activities Seismicsectorenteringa new phaseof growth with an increasingportfolio of both exploration and developmental services Continued emphasis on oil and liquids-rich projects with increasing growth opportunities in the natural gas Oil drives d
Slide 9: Seismic data acquisition and processing is needed at all stages of exploration and production
Seismic data acquisition and processing is needed at all stages of the exploration and production process Objective Objective CONVENTIONAL IDENTIFY GEO-HAZARD PROSPECTING Exploration Evaluation Shoot It Lease It Map It Shoot It Exploitation Lease It Map It Drill It Drill It Objective MAXIMIZE PRODUC
Slide 10: Data Acquisition and Data Processing
Data Acquisition Design Permit Survey Field Operations Maintenance Support Functions Data Processing Midland, Houston, Oklahoma City In-field Services 10 Nasdaq: DWSN
Slide 11: 10 Data Acquisition Crews Currently Spread Across Every Major Basin
10 Data Acquisition Crews Currently Spread Across Every Major Basin in the Continental United States 11 Nasdaq: DWSN
Slide 12: Operating 10 Crews
Operating 10 Crews Channel Count Growth 3 ARAM ARIES Systems 185,000 6 GSR Systems 180,000 2,500 channels Wireless System RT2000 175,000 56,000 channels of GSR multi-channel 170,000 boxes with 3-C geophones 165,000 160,000 48,000 single-channel GSR Units 155,000 9,000 three-component Geospace GSX3 1
Slide 13: Fiscal 2014 revenues and EBITDA
Reported revenues of $261,683,000 compared to $305,299,000 for the prior fiscal year EBITDA* for fiscal 2014 was $22,730,000 compared to $57,262,000 in fiscal 2013 Capital expenditures for fiscal 2014 were $34,073,000 compared to $50,069,000 in fiscal 2013 Balance sheet remains strong with $49,753,0
Slide 14: Balance Sheet Data
History of conservative financial management Balance Sheet Data ($ in thousands) in a cyclical industry At 09/30/14 Low debt Working Capital $73,777 Net Property, Plant $164,494 Well-positioned to respond and Equipment to future client demand Total Assets $262,639 $20 million undrawn Debt $11,685 re
Slide 15: Strategic Business Combination
Strategic Business Combination
Slide 16: Combined Company to Retain the Dawson Geophysical Name and Trading Symbol: DWSN
Combined Company to Retain the Dawson Geophysical Name and Trading Symbol: DWSN Current Dawson and TGC Shareholders will own approximately 66% and 34% of the combined company respectively Continue Dawson and Eagle Canada as operating entities Structured as a stock-for-stock transaction that qualifie
Slide 17: Structured as a stock-for-stock transaction
Structured as a stock-for-stock transaction Dawson will merge into a wholly-owned subsidiary of TGC and Dawson shareholders will receive shares of TGC common stock TGC will effect a 1-for-3 reverse stock split, which will reduce the number of outstanding TGC common shares from approximately 22 milli
Slide 18: Expected benefits of the combination
Expanded geographical presence Positioned to better serve clients through regional deployments Strengthened balance sheet Enhances operational and financial flexibility Enablescompanyto respondmore quicklyto client needs& market conditions Compatible equipment bases Increases operational efficiencie
Slide 19: Executive Management Team and Board Members
Executive Management Team Stephen C. Jumper Chairman – of the Board, President and Chief Executive Officer Wayne Whitener –Vice-Chairman and Officer Dawson to Designate Four Additional Board Members Craig W. Cooper R – etired Geophysicist Gary M. Hoover, Ph.D Retired – Geophysicist Ted R. North –Cer
Slide 20: Experienced management team and companies with more than 100 years combined existence
Experienced management team and companies with more than 100 years combined existence Expanded equipment base and improved logistics designed to increase utilization and lower costs Combined client base and order book to relieve pressure on utilization rates Increased level of internal support servi
Slide 21: Staying the Course
Staying the Course Full-service provider of data acquisition and data processing services First-Class Health, Safety & Environmental program Continued commitment to superior land survey and permitting services, improved IT support, expanded repair capabilities, trucking services, data processing, re
Slide 22: Current Stock Price and Market Data
Current Stock Price: $15.57 (November 20, 2014) 52-Week Range: $15.25$34.90 - Market Cap: $123.63 Million 3-Month Avg. Daily Volume: 70,471 Shares Outstanding: 7.96 Million Institutional Ownership: 80% Fiscal Year-end: September 30 Publicly-traded since 1981 22 Nasdaq: DWSN
Slide 23: A leading U.S. land seismic data acquisition company from coast-to-coast
A leading U.S. land seismic data acquisition company from coast-to-coast.
Slide 24: Use of EBITDA (Non-GAAP measure)
Use of EBITDA (Non-GAAP measure) We define EBITDA as net income (loss) plus interest expense, interest income, income taxes, depreciationandamortizationexpense.Our managementusesEBITDAasa supplementalfinancial measure to assess: • the financial performance of our assets without regard to financing m
Slide 25: EBITDA reconciliation
Twelve Months Ended September 30, 2014 2013 (in thousands) Net income (loss) $ (12,620) $ 10,480 Depreciation 40,168 37,095 Interest expense (income), net 462 597 Income tax (benefit) expense (5,280) 9,090 EBITDA $ 22,730 $ 57,262 25 Nasdaq: DWSN
Slide 26: DWSN
NASDAQ: DWSN 26 Nasdaq: DWSN
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