8-K - DWSN - Equibles

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): May 13, 2025

DAWSON GEOPHYSICAL COMPANY

(Exact name of Registrant as specified in its charter)

texas	001-32472	74-2095844
(State of incorporation<br>or organization)	(Commission file number)	(I.R.S. employer identification number)

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<br>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 May 13, 2025, Dawson Geophysical Company (the “Company”) issued a press release reporting its preliminary and unaudited financial results for its first quarter ended March 31, 2025.

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.<br><br>

**(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 May 13, 2025
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: May 13, 2025	By:	/s/ Ian Shaw
		Ian Shaw
		Chief Financial Officer

Exhibit 99.1

<br><br><br><br><br><br>
NEWS RELEASE<br><br>Dawson Geophysical Company<br><br>508 W. Wall, Suite 800<br><br>Midland, TX 79701

Company contact:

Tony Clark, CEO and President
Ian Shaw, Chief Financial Officer
(800) 332-9766
www.dawson3d.com

DAWSON GEOPHYSICAL REPORTS

FIRST QUARTER 2025 RESULTS

MIDLAND, Texas, May 13, 2025/PR Newswire/Dawson Geophysical Company (NASDAQ: DWSN) (the “Company”) today reported unaudited financial results for its first quarter ended March 31, 2025.

Management Comment

Tony Clark, Dawson’s President and CEO, commented, “We continue to improve our backlog for the remainder of the year, and expect to have one large channel crew highly utilized from the beginning of April through the end of the year. We continue to test new single node channels from multiple vendors in the field with promising results, with our pilot program in Canada significantly improving our teams’ efficiency and margins. As our backlog improves, we plan to reinvest our profits in new single node channels, which we expect will improve our top line and bottom line results.”

First Quarter Results

For the first quarter ended March 31, 2025, the Company reported revenues of $16.1 million, a decrease of 49% compared to $31.6 million for the comparable quarter ended March 31, 2024. Revenue included reimbursable revenue of $0.8 million and $4.8 million for the quarters ended March 31, 2025, and March 31, 2024, respectively. Gross margin^1^ for the quarter ended March 31, 2025, was 28% compared to 36% for the comparable quarter ended March 31, 2024.

We generated net income of $1 million or $0.03 per common share and generated Adjusted EBITDA of $2.3 million in the quarter ended March 31, 2025, compared to Adjusted EBITDA of $7.6 million in the quarter ended March 31, 2024.

Operations Update

We began the quarter with one crew operating in the United States, and had two small crews operating later in the quarter. We are currently operating one large channel crew, and we expect to have that crew highly utilized through the remainder of the year in the United States. We expect our revenue to increase in the United States in the second quarter due to our strong backlog.

Our seasonal operations in Canada operated through the end of March, realizing an increase in fee revenue of 48% compared to the first quarter of 2024, and generated net income of $5.5 million and Adjusted EBITDA of $5.7 million for the three months ended March 31, 2025. We believe that the improved operating results in our Canada operations are attributable to utilization of single node channels in conjunction with efficient operations in the first quarter.

We continue to test 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.

^1^Defined as fee revenues less fee operating expenses, divided by fee revenues

Capital Budget and Liquidity

The Company's Board of Directors approved a capital budget of $6 million for 2025, allowing us the flexibility to purchase new single node channels if warranted by the expected level of seismic activity in the market.

We increased our cash position to $2.7 million at March 31, 2025 and improved our positive working capital position to $6.7 million compared to $1.4 million and $4.6 million at December 31, 2024, respectively.

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 solely 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. Carbon Capture Utilization and Storage (“CCUS”) seismic monitoring continues to grow and be an intricate part of our 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 Adjusted EBITDA, a non-GAAP financial measure as defined by Regulation G promulgated by the U.S. Securities and Exchange Commission (“SEC”). The Company defines Adjusted EBITDA as net income (loss) plus interest expense, interest income, income taxes, depreciation and amortization expense and other unusual items. The Company uses Adjusted 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 Adjusted 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 is used by investors to assess the Company’s performance. However, the term Adjusted EBITDA is not defined under GAAP, and Adjusted 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 Adjusted EBITDA may not be comparable to Adjusted EBITDA or similar titled measures utilized by other companies since such other companies may not calculate Adjusted EBITDA in the same manner as the Company. Further, the results presented by Adjusted EBITDA cannot be achieved without incurring the costs that the measure excludes: interest, taxes, and depreciation and amortization and other unusual items. Reconciliations of the Company’s Adjusted EBITDA to its net income (loss) and to net cash provided by (used in) operating activities, which are the most directly comparable GAAP financial measures, are presented in the tables following the text of this press release.

Forward-Looking Statements

Certain statements in this press release may be considered “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be accompanied by words such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” or similar words. Forward-looking statements relate to future events or the Company’s future financial or operating performance. These forward-looking statements include, among other things, statements regarding: expected utilization levels; the Company’s current plans for reinvestment of profits and potential investments in testing and purchasing of new single node channels, and the expected benefits thereof; the Company’s currently expected guidance regarding its planned operations levels and capital expenditures; the Company’s strategies and plans for growth; the Company’s positioning, resources, capabilities, and expectations for future performance; customer, market and industry demand and expectations; statements regarding the Company’s liquidity; the amount of capital that may be available to the Company in future periods; any financial or other information based upon or otherwise incorporating judgments or estimates relating to future performance, events or expectations; any estimates and forecasts of financial and other performance metrics; and the Company’s outlook and financial and other guidance. Such forward-looking statements are based upon assumptions made by the Company as of the date hereof and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. 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; the impact of general economic, industry, market or political conditions, including tariffs; 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 and markets; 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, 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 2, 2025. The Company disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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 March 31,
	2025		2024
	(unaudited)
Operating revenues
Fee revenue	$	15,259	$	26,738
Reimbursable revenue		819		4,846
		16,078		31,584

Operating costs:
Fee operating expenses		10,960		17,114
Reimbursable operating expenses		819		4,846
Operating expenses		11,779		21,960
General and administrative		1,994		2,233
Depreciation and amortization		1,271		1,589
		15,044		25,782

Income from operations		1,034		5,802

Other income (expense):
Interest income		4		113
Interest expense		(76)		(46)
Other income (expense), net		33		179
Income before income tax		995		6,048

Income tax expense		(3)		(202)

Net Income		992		5,846

Other comprehensive loss:
Net unrealized loss on foreign exchange rate translation		(30)		(160)

Comprehensive income	$	962	$	5,686

Basic income per share of common stock	$	0.03	$	0.19

Diluted income per share of common stock	$	0.03	$	0.19

Weighted average equivalent common shares outstanding		30,983,445		30,812,329

Weighted average equivalent common shares outstanding - assuming dilution		31,035,189		30,812,329

DAWSON GEOPHYSICAL COMPANY

CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except share data)


	****	March 31,		December 31,
		2025		2024
Assets
Current assets:
Cash and cash equivalents		$	2,665	$	1,385
Accounts receivable, net			11,031		9,970
Prepaid expenses and other current assets			4,770		3,186
Total current assets			18,466		14,541

Property and equipment			236,132		238,064
Less accumulated depreciation			(224,420)		(225,085)
Property and equipment, net			11,712		12,979

Operating lease right-of-use assets			2,752		3,002

Intangibles, net			347		348

Total assets		$	33,277	$	30,870

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable		$	3,895	$	3,381
Accrued liabilities:
Payroll costs and other taxes			1,647		2,014
Other			1,088		830
Deferred revenue			1,723		1,570
Current maturities of notes payable and finance leases			2,310		1,010
Current maturities of operating lease liabilities			1,146		1,125
Total current liabilities			11,809		9,930

Long-term liabilities:
Notes payable and finance leases, net of current maturities			1,327		1,512
Operating lease liabilities, net of current maturities			1,838		2,131
Deferred tax liabilities, net			16		16
Total long-term liabilities			3,181		3,659

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,
30,984,162 and 30,983,437 shares issued and outstanding at March 31, 2025
and December 31, 2024, respectively			310		310
Additional paid-in capital			157,117		157,073
Accumulated deficit			(136,627)		(137,619)
Accumulated other comprehensive loss, net			(2,513)		(2,483)
Total stockholders’ equity			18,287		17,281

Total liabilities and stockholders’ equity		$	33,277	$	30,870

Statements of Operations by operating segment for the three months ended March 31, 2025, and 2024.


	Three Months Ended March 31, 2025
	USA Operations		Canada Operations		Consolidated
Operating revenues
Fee revenue	$	2,726	$	12,533	$	15,259
Reimbursable revenue		570		249		819
		3,296		12,782		16,078

Operating costs:
Fee operating expenses		4,615		6,345		10,960
Reimbursable operating expenses		570		249		819
Operating expenses		5,185		6,594		11,779
General and administrative		1,555		439		1,994
Depreciation and amortization		1,077		194		1,271
		7,817		7,227		15,044

(Loss) income from operations		(4,521)		5,555		1,034

Other income (expense):
Interest income		—		4		4
Interest expense		(63)		(13)		(76)
Other income (expense), net		41		(8)		33
(Loss) income before income tax		(4,543)		5,538		995
Income tax expense		(3)		—		(3)
Net (loss) income	$	(4,546)	$	5,538	$	992

Adjusted EBITDA	$	(3,403)	$	5,741	$	2,338


	Three Months Ended March 31, 2024
	USA Operations		Canada Operations		Consolidated
Operating revenues
Fee revenue	$	18,287	$	8,451	$	26,738
Reimbursable revenue		4,809		37		4,846
		23,096		8,488		31,584

Operating costs:
Fee operating expenses		12,894		4,220		17,114
Reimbursable operating expenses		4,809		37		4,846
Operating expenses		17,703		4,257		21,960
General and administrative		1,830		403		2,233
Depreciation and amortization		1,305		284		1,589
		20,838		4,944		25,782

Income from operations		2,258		3,544		5,802

Other income (expense):
Interest income		99		14		113
Interest expense		(36)		(10)		(46)
Other income (expense), net		185		(6)		179
Income before income tax		2,506		3,542		6,048
Income tax expense		(202)		—		(202)
Net income	$	2,304	$	3,542	$	5,846

Adjusted EBITDA	$	3,748	$	3,822	$	7,570

Reconciliation of Adjusted EBITDA to Net (Loss) Income

(amounts in thousands)


	Three Months Ended March 31,
	2025 US		2025 CA		2025 Consol.		2024 US		2024 CA		2024 Consol.
Net (loss) income	$	(4,546)	$	5,538	$	992	$	2,304	$	3,542	$	5,846
Depreciation and amortization		1,077		194		1,271		1,305		284		1,589
Interest expense (income), net		63		9		72		(63)		(4)		(67)
Income tax expense		3		—		3		202		—		202
Adjusted EBITDA	$	(3,403)	$	5,741	$	2,338	$	3,748	$	3,822	$	7,570

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

(amounts in thousands)


	Three Months Ended March 31,
	2025 US		2025 CA		2025 Consol.		2024 US		2024 CA		2024 Consol.
Net cash provided by (used in) operating activities	$	1,544	$	208	$	1,752	$	1,996	$	(126)	$	1,870
Changes in working capital and other items		(4,530)		5,587		1,057		1,972		3,999		5,971
Non-cash adjustments to net loss		(417)		(54)		(471)		(220)		(51)		(271)
Adjusted EBITDA	$	(3,403)	$	5,741	$	2,338	$	3,748	$	3,822	$	7,570