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): March 28, 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 March 28, 2025, Dawson Geophysical Company (the “Company”) issued a press release reporting its preliminary and unaudited financial results for its fourth quarter and full year ended December 31, 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.<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 March 28, 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: March 28, 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

FOURTH QUARTER AND YEAR END 2024 RESULTS

MIDLAND, Texas, March 28, 2025/PR Newswire/Dawson Geophysical Company (NASDAQ: DWSN) (the “Company”) today reported unaudited financial results for its fourth quarter and fiscal year ended December 31, 2024.

Management Comment

Tony Clark, Dawson’s President and CEO, commented, “I am proud of the progress the Dawson team made during 2024, generating $2 million of adjusted EBITDA, the Company’s first positive annual adjusted EBITDA since 2020. We significantly adjusted our cost structure improving our gross margin^1^ from 16% in 2023 to 21% in 2024, and reduced our general and administrative expenses by 25% year-over-year. We took our first steps to returning this company to profitability in 2024, we have a strong backlog of projects heading into 2025, with our current backlog for the six months ended September 30, 2025, is greater than 150% of the revenues for the comparable period in 2024.

We believe that we have significant competitive advantage for larger seismic jobs due to our high channel count and our quantity of vibrator energy source units.

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 we continue to build out our backlog we may invest in new single node channels.

We believe that we laid the foundation for future success in 2024, and we expect to build on that foundation in 2025, which will result in continued improvement in our operating results and cash flows.”

Fourth Quarter and Year-End Results

For the fourth quarter ended December 31, 2024, the Company reported revenues of $15.6 million, a decrease of 36% compared to $24.3 million for the comparable quarter ended December 31, 2023. Revenue included reimbursable revenue of $1.9 million and $5.7 million for the quarters ended December 31, 2024, and December 31, 2023, respectively. Gross margin^1^ for the quarter ended December 31, 2024, was 23% compared to 22% for the comparable quarter ended December 31, 2023.

We generated a net loss of $0.8 million or $0.03 per common share. The Company generated positive EBITDA of $0.9 million in the quarter ended December 31, 2024, compared to Adjusted EBITDA of $1.7 million in the quarter ended December 31, 2023.

For the year ended December 31, 2024, the Company reported revenues of $74.2 million, a decrease of 23% compared to $96.8 million for the year ended December 31, 2023. Revenue included reimbursable revenue of $20.7 million and $35.4 million for the years ended December 31, 2024, and December 31, 2023, respectively. Gross margin^1^ for the year ended December 31, 2024, was 21% compared to 16% for the comparable year ended December 31, 2023.

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

For the year ended December 31, 2024, we generated a net loss of $4.1 million or $0.13 per common share, compared to a net loss of $12.1 million or $0.45 per common share in the prior year. The Company generated Adjusted EBITDA of $2 million in the year ended December 31, 2024, compared to an Adjusted EBITDA loss of $2 million in the year ended December 31, 2023.

The Company had two crews operating throughout the fourth quarter in the United States and into the first quarter and resumed our seasonal operations in Canada. High crew utilization in the fourth quarter resulted in improved margins and profitability.

We ramped up our testing of new single node channels in our West Texas and Canadian operations in the fourth quarter. We have a strong backlog into the second quarter of 2025. We continue to evaluate the purchase of new single node channels, with the testing of this equipment resulting in positive results.

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.

Cash at December 31, 2024 was $1.4 million and we had positive working capital of $4.6 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 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.

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. The Company defines adjusted EBITDA as our net income (loss), before (i) interest expense, net, (ii) income tax expense or benefit, (iii) depreciation, depletion and amortization and (iv) other unusual or non-recurring charges, such as severance expenses. 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 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 are used by investors to assess the Company’s performance. However, the term Adjusted EBITDA is not defined under generally accepted accounting principles (“GAAP”), and Adjusted EBITDA is not a measure of operating income or operating performance presented in accordance with GAAP. When assessing the Company’s operating performance, 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 similarly titled measures utilized by other companies since 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. A reconciliation of the Company’s Adjusted EBITDA to its net loss is presented in the table following the text of this press release.

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. 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 risks 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 March 22, 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.

DAWSON GEOPHYSICAL COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

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


	Three Months Ended December 31,				Twelve Months Ended December 31,
	2024		2023		2024		2023
	(unaudited)
Operating revenues
Fee revenue	$	13,752	$	18,558	$	53,479	$	61,447
Reimbursable revenue		1,885		5,700		20,675		35,399
		15,637		24,258		74,154		96,846

Operating costs:
Fee operating expenses		10,634		14,395		42,346		51,508
Reimbursable operating expenses		1,885		5,450		20,675		35,149
Operating expenses		12,519		19,845		63,021		86,657
General and administrative		2,199		2,757		9,460		12,559
Severance expense		400		2,208		486		2,208
Depreciation and amortization		1,353		1,665		5,736		8,492
		16,471		26,475		78,703		109,916

Loss from operations		(834)		(2,217)		(4,549)		(13,070)

Other income (expense):
Interest income		18		140		308		576
Interest expense		(39)		(50)		(159)		(103)
Other income (expense), net		24		21		288		354
Loss before income tax		(831)		(2,106)		(4,112)		(12,243)

Income tax benefit (expense)		29		—		(7)		96

Net loss		(802)		(2,106)		(4,119)		(12,147)

Other comprehensive (loss) income:
Net unrealized (loss) income on foreign exchange rate translation		(330)		136		(571)		161

Comprehensive loss	$	(1,132)	$	(1,970)	$	(4,690)	$	(11,986)

Basic loss per share of common stock	$	(0.03)	$	(0.07)	$	(0.13)	$	(0.45)

Diluted loss per share of common stock	$	(0.03)	$	(0.07)	$	(0.13)	$	(0.45)

Weighted average equivalent common shares outstanding		30,983,437		30,812,329		30,879,855		26,752,055

Weighted average equivalent common shares outstanding - assuming dilution		30,983,437		30,812,329		30,879,855		26,752,055

DAWSON GEOPHYSICAL COMPANY

CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except share data)


	****	December 31,		December 31,
		2024		2023
Assets
Current assets:
Cash and cash equivalents		$	1,385	$	10,772
Restricted cash			—		5,000
Short-term investments			—		265
Accounts receivable, net of allowance for credit losses of $250
at December 31, 2024 and 2023			9,970		12,735
Prepaid expenses and other current assets			3,186		8,654
Total current assets			14,541		37,426

Property and equipment			238,064		241,955
Less accumulated depreciation			(225,085)		(225,447)
Property and equipment, net			12,979		16,508

Operating lease right-of-use assets			3,002		3,208

Intangibles, net			348		377

Total assets		$	30,870	$	57,519

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable		$	3,381	$	3,883
Accrued liabilities:
Payroll costs and other taxes			2,014		3,415
Other			830		709
Deferred revenue			1,570		11,829
Current maturities of notes payable and finance leases			1,010		1,380
Current maturities of operating lease liabilities			1,125		1,202
Total current liabilities			9,930		22,418

Long-term liabilities:
Notes payable and finance leases, net of current maturities			1,512		1,289
Operating lease liabilities, net of current maturities			2,131		2,363
Deferred tax liabilities, net			16		15
Total long-term liabilities			3,659		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,
30,983,437 and 30,812,329 shares issued and outstanding at December 31, 2024
and 2023, respectively			310		308
Additional paid-in capital			157,073		156,678
Accumulated deficit			(137,619)		(123,640)
Accumulated other comprehensive loss, net			(2,483)		(1,912)
Total stockholders’ equity			17,281		31,434

Total liabilities and stockholders’ equity		$	30,870	$	57,519

Reconciliation of Adjusted EBITDA to Net (Loss) Income

(amounts in thousands)


	Three Months Ended December 31,
	2024 US		2024 CA		2024 Consol.		2023 US		2023 CA		2023 Consol.
Net loss	$	(355)	$	(447)	$	(802)	$	(915)	$	(1,191)	$	(2,106)
Depreciation and amortization		1,141		212		1,353		1,393		272		1,665
Interest income, net		11		10		21		(44)		(46)		(90)
Income tax (benefit)		(29)		—		(29)		—		—		—
EBITDA		768		(225)		543		434		(965)		(531)
Severance expense		400		—		400		2,208		—		2,208
Adjusted EBITDA	$	1,168	$	(225)	$	943	$	2,642	$	(965)	$	1,677


	Year Ended December 31,
	2024 US		2024 CA		2024 Consol.		2023 US		2023 CA		2023 Consol.
Net (loss) income	$	(4,907)	$	788	$	(4,119)	$	(9,729)	$	(2,418)	$	(12,147)
Depreciation and amortization		4,752		984		5,736		6,566		1,926		8,492
Interest income, net		(146)		(3)		(149)		(258)		(215)		(473)
Income tax expense (benefit)		7		—		7		(96)		—		(96)
EBITDA		(294)		1,769		1,475		(3,517)		(707)		(4,224)
Severance expense		486		—		486		2,208		—		2,208
Adjusted EBITDA	$	192	$	1,769	$	1,961	$	(1,309)	$	(707)	$	(2,016)

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

(amounts in thousands)


	Three Months Ended December 31,
	2024 US		2024 CA		2024 Consol.		2023 US		2023 CA		2023 Consol.
Net cash (used in) provided by operating activities	$	(2,788)	$	(2,637)	$	(5,425)	$	902	$	(2,550)	$	(1,648)
Changes in working capital and other items		3,954		2,469		6,423		(250)		1,634		1,384
Non-cash adjustments to net loss		(398)		(57)		(455)		(218)		(49)		(267)
EBITDA		768		(225)		543		434		(965)		(531)
Severance expense		400		—		400		2,208		—		2,208
Adjusted EBITDA	$	1,168	$	(225)	$	943	$	2,642	$	(965)	$	1,677


	Year Ended December 31,
	2024 US		2024 CA		2024 Consol.		2023 US		2023 CA		2023 Consol.
Net cash (used in) provided by operating activities	$	(2,821)	$	955	$	(1,866)	$	(237)	$	1,051	$	814
Changes in working capital and other items		3,928		1,023		4,951		(2,298)		(1,578)		(3,876)
Non-cash adjustments to net (loss) income		(1,401)		(209)		(1,610)		(982)		(180)		(1,162)
EBITDA		(294)		1,769		1,475		(3,517)		(707)		(4,224)
Severance expense		486		—		486		2,208		—		2,208
Adjusted EBITDA	$	192	$	1,769	$	1,961	$	(1,309)	$	(707)	$	(2,016)

Statements of Operations by operating segment for the three and twelve months ended December 31, 2024, and 2023.


	Three Months Ended December 31, 2024						Year Ended December 31, 2024
	USA Operations		Canada Operations		Consolidated		USA Operations		Canada Operations		Consolidated
Operating revenues
Fee revenue	$	9,488	$	4,264	$	13,752	$	40,748	$	12,731	$	53,479
Reimbursable revenue		1,728		157		1,885		20,481		194		20,675
		11,216		4,421		15,637		61,229		12,925		74,154

Operating costs:
Fee operating expenses		6,604		4,030		10,634		32,797		9,549		42,346
Reimbursable operating expenses		1,728		157		1,885		20,481		194		20,675
Operating expenses		8,332		4,187		12,519		53,278		9,743		63,021
General and administrative		1,726		473		2,199		8,056		1,404		9,460
Severance expense		400		—		400		486		—		486
Depreciation and amortization		1,141		212		1,353		4,752		984		5,736
		11,599		4,872		16,471		66,572		12,131		78,703

(Loss) income from operations		(383)		(451)		(834)		(5,343)		794		(4,549)

Other income (expense):
Interest income		14		4		18		260		48		308
Interest expense		(25)		(14)		(39)		(114)		(45)		(159)
Other income (expense), net		10		14		24		297		(9)		288
(Loss) income before income tax		(384)		(447)		(831)		(4,900)		788		(4,112)
Income tax benefit (expense)		29		—		29		(7)		—		(7)
Net (loss) income	$	(355)	$	(447)	$	(802)	$	(4,907)	$	788	$	(4,119)

Adjusted EBITDA	$	1,168	$	(225)	$	943	$	192	$	1,769	$	1,961


	Three Months Ended December 31, 2023						Year Ended December 31, 2023
	USA Operations		Canada Operations		Consolidated		USA Operations		Canada Operations		Consolidated
Operating revenues
Fee revenue	$	16,278	$	2,280	$	18,558	$	49,045	$	12,402	$	61,447
Reimbursable revenue		5,686		14		5,700		34,778		621		35,399
		21,964		2,294		24,258		83,823		13,023		96,846

Operating costs:
Fee operating expenses		11,508		2,887		14,395		39,898		11,610		51,508
Reimbursable operating expenses		5,436		14		5,450		34,528		621		35,149
Operating expenses		16,944		2,901		19,845		74,426		12,231		86,657
General and administrative		2,396		361		2,757		11,001		1,558		12,559
Severance expense		2,208		—		2,208		2,208		—		2,208
Depreciation and amortization		1,393		272		1,665		6,566		1,926		8,492
		22,941		3,534		26,475		94,201		15,715		109,916

Loss from operations		(977)		(1,240)		(2,217)		(10,378)		(2,692)		(13,070)

Other income (expense):
Interest income		83		57		140		333		243		576
Interest expense		(39)		(11)		(50)		(75)		(28)		(103)
Other income (expense), net		18		3		21		295		59		354
Loss before income tax		(915)		(1,191)		(2,106)		(9,825)		(2,418)		(12,243)
Income tax benefit		—		—		—		96		—		96
Net loss	$	(915)	$	(1,191)	$	(2,106)	$	(9,729)	$	(2,418)	$	(12,147)

Adjusted EBITDA	$	2,642	$	(965)	$	1,677	$	(1,309)	$	(707)	$	(2,016)