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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT 

Pursuant to Section 13 or 15(d) 

of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): November 12, 2024

DAWSON GEOPHYSICAL COMPANY

(Exact name of Registrant as specified in its charter)

 

texas

001-32472

74-2095844

(State of incorporation
or organization)

(Commission file number)

(I.R.S. employer identification number)

  ss

508 West Wall, Suite 800

Midland, Texas 79701

(Address of principal executive offices) (Zip Code)

 

(432) 684-3000

(Registrant’s telephone number, including area code)

 

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

 

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

 

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

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

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

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

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which
registered

Common Stock, $0.01 par value

 

DWSN

 

The NASDAQ Stock Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 

Item 2.02.Results of Operations and Financial Condition.

On November 12, 2024, Dawson Geophysical Company (the “Company”) issued a press release reporting its preliminary and unaudited financial results for its third quarter ended September 30, 2024.

The Company hereby incorporates by reference into this Item 2.02 the information set forth in such press release, a copy of which is furnished as Exhibit 99.1 to this Current Report. Pursuant to the rules and regulations of the Securities and Exchange Commission, such exhibit and the information set forth therein and herein are deemed to be furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 9.01.

Financial Statements and Exhibits.

 (d)Exhibits.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.

EXHIBIT NUMBER

DESCRIPTION

99.1

Press release, dated November 12, 2024

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURES

 

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

 

 

DAWSON GEOPHYSICAL COMPANY

 

 

 

 

Date: November 12, 2024

By:

/s/ Ian Shaw

 

 

Ian Shaw

 

 

Chief Financial Officer

 

 

Exhibit 99.1

NEWS RELEASE

Dawson Geophysical Company

508 W. Wall, Suite 800

Midland, TX 79701

Graphic

Company contact:

Tony Clark, CEO and President

Ian Shaw, Chief Financial Officer

(800) 332-9766

www.dawson3d.com

DAWSON GEOPHYSICAL REPORTS

THIRD QUARTER 2024 RESULTS

MIDLAND, Texas, November 12, 2024/PR Newswire/Dawson Geophysical Company (NASDAQ: DWSN) (the “Company”) today reported unaudited financial results for its third quarter ended September 30, 2024.

Management Comment

Tony Clark, Dawson’s President and CEO, commented, “We began the quarter with one crew operating in the United States, and had two small channel crews operating later in the quarter. We currently have one crew operating and a second large channel crew scheduled to deploy in mid-November, which will utilize the majority of our channels in the United States. Our seasonal operations in Canada resumed in October, and we expect increased revenues and profitability from Canada through the first quarter of 2025.

We are currently testing new single node channels in the field, and we expect to invest in increasing our channel count through the purchase of new equipment in the near future. We believe that investing in new single node channels will improve our revenue and margins due to improved crew efficiency with the lighter weight equipment.

We expect to finish the year strong and believe that we are positioned to capitalize on the opportunities in our industry.”

Third Quarter and Year-to-Date Results

For the third quarter ended September 30, 2024, the Company reported revenues of $14.4 million, a decrease of 37% compared to $23 million for the comparable quarter ended September 30, 2023. Revenue included reimbursable revenue of $9.8 million and $13.2 million for the quarters ended September 30, 2024, and September 30, 2023, respectively.

For the third quarter ended September 30, 2024, we incurred a net loss of $5.6 million or $0.18 per common share compared to a net loss of $5.2 million or $0.20 per common share for the quarter ended September 30, 2023. During the quarter, we generated negative EBITDA of $4.3 million in the quarter ended September 30, 2024, compared to negative EBITDA of $3.4 million in the quarter ended September 30, 2023.

For the nine months ended September 30, 2024, we incurred a net loss of $3.3 million or $0.11 per common share compared to a net loss of $10 million or $0.40 per common share, for the nine months ended September 30, 2023.

Operations Update

Our Board of Directors approved an increase in our capital budget to $6 million for the potential purchase of new single node channels. The single node channels are expected to increase our revenues through more competitive bids for our

1


customers, and increase our margins due to improved crew efficiencies. As we look to modernize our equipment for the current market, we are continuing to evaluate all of our assets and are looking for opportunities to divest under-utilized assets to improve our return on capital.

 

Liquidity

For the nine months ended September 30, 2024, we generated $3.6 million of cash from our operations, and as of September 30, 2024, the company had cash of $7 million and positive working capital of $4.4 million.

About Dawson

 

Dawson Geophysical Company is a leading provider of North American onshore seismic data acquisition services with operations throughout the continental United States and Canada. Dawson acquires and processes 2-D, 3-D and multi-component seismic data for its clients, which range from major oil and gas companies to independent oil and gas operators, as well as providers of multi-client data libraries. Dawson also provides Carbon Capture Utilization and Storage (“CCUS”) seismic monitoring, which continues to grow and be an integral part of its business.  Dawson has acquired several CCUS base surveys and plan to acquire more in the future.

 

Non-GAAP Financial Measures

 

In an effort to provide investors with additional information regarding the Company’s preliminary and unaudited results as determined by generally accepted accounting principles (“GAAP”), the Company has included in this press release information about the Company’s EBITDA, a non-GAAP financial measure as defined by Regulation G promulgated by the U.S. Securities and Exchange Commission. The Company defines EBITDA as net income (loss) plus interest expense, interest income, income taxes, depreciation and amortization expense and severance expenses. The Company uses EBITDA as a supplemental financial measure to assess:

 

 

·

the financial performance of its assets without regard to financing methods, capital structures, taxes or historical cost basis;

 

 

·

its liquidity and operating performance over time in relation to other companies that own similar assets and that the Company believes calculate EBITDA in a similar manner; and

 

 

·

the ability of the Company’s assets to generate cash sufficient for the Company to pay potential interest costs.

 

The Company also understands that such data are used by investors to assess the Company’s performance. However, the term EBITDA is not defined under GAAP, and EBITDA is not a measure of operating income, operating performance or liquidity presented in accordance with GAAP.  When assessing the Company’s operating performance or liquidity, investors and others should not consider this data in isolation or as a substitute for net income (loss), cash flow from operating activities or other cash flow data calculated in accordance with GAAP. In addition, the Company’s EBITDA may not be comparable to EBITDA or similar titled measures utilized by other companies since such other companies may not calculate EBITDA in the same manner as the Company. Further, the results presented by EBITDA cannot be achieved without incurring the costs that the measure excludes: interest, taxes, and depreciation and amortization. A reconciliation of the Company’s EBITDA to its net loss is presented in the table following the text of this press release.

 

2


Forward-Looking Statements

 

In accordance with the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995, the Company cautions that statements in this press release which are forward-looking and which provide other than historical information involve risks and uncertainties that may materially affect the Company’s actual results of operations. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance and may be identified by words such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” or similar words. Such forward-looking statements are based on the beliefs of management as well as assumptions made by and information currently available to management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors. These factors include, but are not limited to, the Company’s status as a controlled public company, which exempts the Company from certain corporate governance requirements; the limited market for the Company’s shares, which could result in the delisting of the Company’s shares from Nasdaq and the Company no longer being required to make filings with the U.S. Securities and Exchange Commission (the “SEC”); the impact of general economic, industry, market or political conditions; dependence upon energy industry spending; changes in exploration and production spending by our customers and changes in the level of oil and natural gas exploration and development; the results of operations and financial condition of our customers, particularly during extended periods of low prices for crude oil and natural gas; the volatility of oil and natural gas prices; changes in economic conditions; the severity and duration of the COVID-19 pandemic, related economic repercussions and the resulting impact on demand for oil and gas; surplus in the supply of oil and the ability of the Organization of the Petroleum Exporting Countries and its allies, collectively known as OPEC+ to agree on and comply with supply limitations; the duration and magnitude of the unprecedented disruption in the oil and gas industry currently resulting from the impact of the foregoing factors, which is negatively impacting our business; the potential for contract delays; reductions or cancellations of service contracts; limited number of customers; credit risk related to our customers; reduced utilization; high fixed costs of operations and high capital requirements; operational challenges relating to the COVID-19 pandemic and efforts to mitigate the spread of the virus, including logistical challenges, protecting the health and well-being of our employees and remote work arrangements; industry competition; external factors affecting the Company’s crews such as weather interruptions and inability to obtain land access rights of way; whether the Company enters into turnkey or day rate contracts; crew productivity; the availability of capital resources; disruptions in the global economy, including export controls and financial and economic sanctions imposed on certain industry sectors and parties as a result of the developments in Ukraine and related activities, and whether or not a future transaction or other action occurs that causes the Company to be delisted from Nasdaq and no longer be required to make filings with the SEC. A discussion of these and other factors, including risks and uncertainties, is set forth in the Company’s Annual Report on Form 10-K that was filed with the SEC on April 1, 2024. The Company disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future events or otherwise.

3


DAWSON GEOPHYSICAL COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(unaudited and amounts in thousands, except share and per share data) 

Three Months Ended September 30, 

Nine Months Ended September 30, 

2024

    

2023

    

2024

    

2023

 

Operating revenues:

Fee Revenue

$

4,663

$

9,735

$

39,727

$

42,889

Reimbursable Revenue

9,758

13,226

18,790

29,699

14,421

22,961

58,517

72,588

Operating costs:

Operating expenses

Fee operating expenses

6,537

10,918

32,532

38,133

Reimbursable operating expenses

9,758

13,226

18,790

29,699

 

16,295

 

24,144

 

51,322

 

67,832

General and administrative

 

2,529

 

2,495

 

6,611

 

8,971

Severance expense

86

Depreciation and amortization

 

1,388

 

2,014

 

4,383

 

6,827

 

20,212

 

28,653

 

62,402

 

83,630

Loss from operations

 

(5,791)

 

(5,692)

 

(3,885)

 

(11,042)

Other income (expense):

Interest income

72

192

290

436

Interest expense

 

(35)

 

(22)

 

(120)

 

(53)

Other income (expense), net

102

327

434

522

Loss before income tax

 

(5,652)

 

(5,195)

 

(3,281)

 

(10,137)

 

Income tax benefit (expense)

35

(3)

 

(36)

96

Net loss

(5,617)

(5,198)

(3,317)

(10,041)

Other comprehensive income (loss):

Net unrealized income (loss) on foreign exchange rate translation

29

(218)

(241)

25

Comprehensive loss

$

(5,588)

$

(5,416)

$

(3,558)

$

(10,016)

Basic loss per share of common stock

$

(0.18)

$

(0.20)

$

(0.11)

$

(0.40)

Diluted loss per share of common stock

$

(0.18)

$

(0.20)

$

(0.11)

$

(0.40)

Weighted average equivalent common shares outstanding

 

30,906,777

 

26,137,648

 

30,845,076

 

25,383,757

Weighted average equivalent common shares outstanding - assuming dilution

 

30,906,777

 

26,137,648

 

30,845,076

 

25,383,757

4


DAWSON GEOPHYSICAL COMPANY

CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except share data)

    

September 30, 

December 31,

2024

2023

Assets

Current assets:

Cash and cash equivalents

$

6,980

$

10,772

Restricted cash

5,000

Short-term investments

 

 

265

Accounts receivable, net

2,788

 

12,735

Prepaid expenses and other current assets

3,411

8,654

Total current assets

 

13,179

 

37,426

Property and equipment, net

14,284

16,508

Right-of-use assets

2,348

3,208

Intangibles, net

370

377

Total assets

$

30,181

$

57,519

Liabilities and Stockholders' Equity

Current liabilities:

Accounts payable

$

3,424

$

3,883

Accrued liabilities:

 

 

Payroll costs and other taxes

 

1,954

3,415

Other

 

992

709

Deferred revenue

 

691

11,829

Current maturities of notes payable and finance leases

 

704

1,380

Current maturities of operating lease liabilities

1,005

1,202

Total current liabilities

 

8,770

 

22,418

Long-term liabilities:

 

 

Notes payable and finance leases, net of current maturities

 

1,531

1,289

Operating lease liabilities, net of current maturities

1,621

2,363

Deferred tax liabilities, net

15

15

Total long-term liabilities

 

3,167

 

3,667

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,

30,906,777 and 30,812,329 shares issued and outstanding at September 30, 2024

and December 31, 2023, respectively

 

309

308

Additional paid-in capital

 

156,905

156,678

Accumulated deficit

 

(136,817)

(123,640)

Accumulated other comprehensive loss, net

 

(2,153)

(1,912)

Total stockholders’ equity

 

18,244

 

31,434

Total liabilities and stockholders’ equity

$

30,181

$

57,519

5


Reconciliation of Adjusted EBITDA to Net (Loss) Income

(amounts in thousands)

Three Months Ended September 30,

2024 US

2024 CA

2024 Consol.

2023 US

2023 CA

2023 Consol.

Net loss

$

(4,442)

$

(1,175)

$

(5,617)

$

(3,813)

$

(1,385)

$

(5,198)

Depreciation and amortization

1,144

244

1,388

1,527

487

2,014

Interest income, net

(34)

(3)

(37)

(58)

(112)

(170)

Income tax (benefit) expense

(35)

(35)

3

3

EBITDA

(3,367)

(934)

(4,301)

(2,341)

(1,010)

(3,351)

Severance expense

Adjusted EBITDA

$

(3,367)

$

(934)

$

(4,301)

$

(2,341)

$

(1,010)

$

(3,351)

Nine Months Ended September 30,

2024 US

2024 CA

2024 Consol.

2023 US

2023 CA

2023 Consol.

Net (loss) income

$

(4,743)

$

1,426

$

(3,317)

$

(9,067)

$

(974)

$

(10,041)

Depreciation and amortization

3,611

772

4,383

5,173

1,654

6,827

Interest income, net

(157)

(13)

(170)

(214)

(169)

(383)

Income tax expense (benefit)

36

36

(96)

(96)

EBITDA

(1,253)

2,185

932

(4,204)

511

(3,693)

Severance expense

86

86

Adjusted EBITDA

$

(1,167)

$

2,185

$

1,018

$

(4,204)

$

511

$

(3,693)

Reconciliation of Adjusted EBITDA to Net Cash (Used in) Provided By Operating Activities

(amounts in thousands)

Three Months Ended September 30,

2024 US

2024 CA

2024 Consol.

2023 US

2023 CA

2023 Consol.

Net cash used in operating activities

$

(3,331)

$

(900)

$

(4,231)

$

(2,849)

$

(440)

$

(3,289)

Changes in working capital and other items

233

17

250

833

(521)

312

Non-cash adjustments to net loss

(269)

(51)

(320)

(325)

(49)

(374)

EBITDA

(3,367)

(934)

(4,301)

(2,341)

(1,010)

(3,351)

Severance expense

Adjusted EBITDA

$

(3,367)

$

(934)

$

(4,301)

$

(2,341)

$

(1,010)

$

(3,351)

Nine Months Ended September 30,

2024 US

2024 CA

2024 Consol.

2023 US

2023 CA

2023 Consol.

Net cash (used in) provided by operating activities

$

(33)

$

3,592

$

3,559

$

(1,139)

$

3,601

$

2,462

Changes in working capital and other items

(217)

(1,255)

(1,472)

(2,301)

(2,959)

(5,260)

Non-cash adjustments to net (loss) income

(1,003)

(152)

(1,155)

(764)

(131)

(895)

EBITDA

(1,253)

2,185

932

(4,204)

511

(3,693)

Severance expense

86

86

Adjusted EBITDA

$

(1,167)

$

2,185

$

1,018

$

(4,204)

$

511

$

(3,693)

6


Statements of Operations by operating segment for the three and nine months ended September 30, 2024, and 2023.

Three Months Ended September 30, 2024

Nine Months Ended September 30, 2024

USA Operations

Canada Operations

Consolidated

USA Operations

Canada Operations

Consolidated

Operating revenues

Fee revenue

$

4,652

$

11

$

4,663

$

31,260

$

8,467

$

39,727

Reimbursable revenue

9,758

9,758

18,753

37

18,790

14,410

11

14,421

50,013

8,504

58,517

Operating costs:

Fee operating expenses

5,726

811

6,537

26,751

5,781

32,532

Reimbursable operating expenses

9,758

9,758

18,753

37

18,790

Operating expenses

15,484

811

16,295

45,504

5,818

51,322

General and administrative

2,393

136

2,529

6,133

478

6,611

Severance expense

86

86

Depreciation and amortization

1,144

244

1,388

3,611

772

4,383

19,021

1,191

20,212

55,334

7,068

62,402

(Loss) income from operations

(4,611)

(1,180)

(5,791)

(5,321)

1,436

(3,885)

Other income (expense):

Interest income

58

14

72

246

44

290

Interest expense

(24)

(11)

(35)

(89)

(31)

(120)

Other income (expense), net

100

2

102

457

(23)

434

(Loss) income before income tax

(4,477)

(1,175)

(5,652)

(4,707)

1,426

(3,281)

Income tax benefit (expense)

35

35

(36)

(36)

Net (loss) income

(4,442)

(1,175)

(5,617)

(4,743)

1,426

(3,317)

Other comprehensive income (loss):

Net unrealized income (loss) on foreign exchange rate translation

29

29

(241)

(241)

Comprehensive (loss) income

$

(4,442)

$

(1,146)

$

(5,588)

$

(4,743)

$

1,185

$

(3,558)

7


Three Months Ended September 30, 2023

Nine Months Ended September 30, 2023

USA Operations

Canada Operations

Consolidated

USA Operations

Canada Operations

Consolidated

Operating revenues

Fee revenue

$

9,724

$

11

$

9,735

$

32,767

$

10,122

$

42,889

Reimbursable revenue

13,223

3

13,226

29,092

607

29,699

22,947

14

22,961

61,859

10,729

72,588

Operating costs:

Fee operating expenses

10,066

852

10,918

29,353

8,780

38,133

Reimbursable operating expenses

13,223

3

13,226

29,092

607

29,699

Operating expenses

23,289

855

24,144

58,445

9,387

67,832

General and administrative

2,315

180

2,495

8,084

887

8,971

Severance expense

Depreciation and amortization

1,527

487

2,014

5,173

1,654

6,827

27,131

1,522

28,653

71,702

11,928

83,630

Loss from operations

(4,184)

(1,508)

(5,692)

(9,843)

(1,199)

(11,042)

Other income (expense):

Interest income

72

120

192

250

186

436

Interest expense

(14)

(8)

(22)

(36)

(17)

(53)

Other income (expense), net

316

11

327

466

56

522

Loss before income tax

(3,810)

(1,385)

(5,195)

(9,163)

(974)

(10,137)

Income tax (expense) benefit

(3)

(3)

96

96

Net loss

(3,813)

(1,385)

(5,198)

(9,067)

(974)

(10,041)

Other comprehensive (loss) income:

Net unrealized (loss) income on foreign exchange rate translation

(218)

(218)

25

25

Comprehensive loss

$

(3,813)

$

(1,603)

$

(5,416)

$

(9,067)

$

(949)

$

(10,016)

8