TX0000799165false00007991652024-08-122024-08-12

 

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): August 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)

  

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 August 12, 2024, Dawson Geophysical Company (the “Company”) issued a press release reporting its preliminary and unaudited financial results for its second quarter ended June 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 August 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: August 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

SECOND QUARTER 2024 RESULTS

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

Management Comment

Tony Clark, Dawson’s President and CEO, commented, “We began the quarter with two crews operating in the United States, and dropped to one crew in late May. We reacted quickly to the softness in our calendar and reduced headcount to one crew to conserve our cash flows during this time. We have strategically adjusted our bidding and marketing process to improve our utilization throughout the year going forward. We expect to ramp up our activity later in the third quarter of this year improving our utilization, revenues and operating cash flows. We are continually evaluating our performance as an organization and believe that we are positioned to capitalize on the opportunities in our industry.”

Second Quarter and Year-to-Date Results

For the second quarter ended June 30, 2024, the Company reported revenues of $12.5 million, a decrease of 38% compared to $20.2 million for the comparable quarter ended June 30, 2023. Revenue included reimbursable revenue of $4.2 million and $9.3 million for the quarters ended June 30, 2024, and June 30, 2023, respectively.

For the second quarter ended June 30, 2024, we incurred a net loss of $3.5 million or $0.12 per common share compared to a net loss of $4.4 million or $0.18 per common share for the quarter ended June 30, 2023. During the quarter, we generated negative Adjusted EBITDA of $2.3 million in the quarter ended June 30, 2024, compared to negative Adjusted EBITDA of $2.5 million in the quarter ended June 30, 2023.

Year to date, we have generated net income of $2.3 million or $0.07 per common share compared to a net loss of $4.8 million or $0.19 per common share. Our cost reduction initiatives continue to improve our profitability with a 37% reduction in general and administrative expenses year-to-date compared to the comparable period of 2023.

Operations Update

The Company started the quarter with two crews in the United States, and dropped to one crew in late May. Our Canadian operations were seasonally halted in April, but we expect them to resume operating in the fourth quarter later this year. We have improved our backlog and expect to have two crews deployed later in the third quarter, and expect to have our current equipment fully deployed throughout the end of the second quarter of 2025.

1


We periodically evaluate all of our assets and are looking for opportunities to divest certain under-utilized assets to improve our return on capital.

 

Special Cash Dividend and Liquidity

As previously reported, the Company’s Board of Directors declared a special cash dividend on the Company’s common stock of $0.32 per share, which was paid on May 6, 2024, to stockholders of record as of the close of business on April 22, 2024. The aggregate payment was approximately $9.9 million.

For the six months ended June 30, 2024, we generated $7.8 million of cash from our operations, and as of June 30, 2024, the Company had cash of $11.2 million and positive working capital of $9 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 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 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. Our management 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 its performance. However, the terms EBITDA and Adjusted EBITDA are not defined under GAAP, and neither EBITDA nor Adjusted EBITDA is a measure of operating income, operating performance or liquidity presented in accordance with GAAP. When assessing our 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 and Adjusted EBITDA may not be comparable to EBITDA, Adjusted EBITDA, or similarly titled measures utilized by other companies since such other companies may not calculate EBITDA or Adjusted EBITDA in the same manner as us. Further, the results presented by EBITDA or Adjusted EBITDA cannot be achieved without incurring the costs that the measure excludes: interest, taxes, and depreciation and amortization, and other unusual or non-recurring charges, such as severance expenses. A reconciliation of the Company’s Adjusted 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, our status as a controlled public company, which exempts us from certain corporate governance requirements; the limited market for our common stock, which could result in the delisting of the common stock from Nasdaq; 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 June 30, 

Six Months Ended June 30, 

2024

    

2023

    

2024

    

2023

 

Operating revenues:

Fee Revenue

$

8,326

$

10,881

$

35,064

$

33,154

Reimbursable Revenue

4,186

9,338

9,032

16,473

12,512

20,219

44,096

49,627

Operating costs:

Operating expenses

Fee operating expenses

8,499

10,568

25,995

27,215

Reimbursable operating expenses

4,186

9,338

9,032

16,473

 

12,685

 

19,906

 

35,027

 

43,688

General and administrative

 

2,171

 

2,977

 

4,082

 

6,476

Severance expense

86

86

Depreciation and amortization

 

1,406

 

2,113

 

2,995

 

4,813

 

16,348

 

24,996

 

42,190

 

54,977

(Loss) income from operations

 

(3,836)

 

(4,777)

 

1,906

 

(5,350)

Other income (expense):

Interest income

105

136

218

244

Interest expense

 

(39)

 

(14)

 

(85)

 

(31)

Other income (expense), net

93

143

332

195

(Loss) income before income tax

 

(3,677)

 

(4,512)

 

2,371

 

(4,942)

 

Current

131

(14)

(71)

(22)

Deferred

96

121

Income tax benefit (expense)

131

82

 

(71)

99

Net (loss) income

(3,546)

(4,430)

2,300

(4,843)

Other comprehensive (loss) income:

Net unrealized (loss) income on foreign exchange rate translation

(110)

249

(270)

243

Comprehensive (loss) income

$

(3,656)

$

(4,181)

$

2,030

$

(4,600)

Basic (loss) income per share of common stock

$

(0.12)

$

(0.18)

$

0.07

$

(0.19)

Diluted (loss) income per share of common stock

$

(0.12)

$

(0.18)

$

0.07

$

(0.19)

Weighted average equivalent common shares outstanding

 

30,815,443

 

25,000,564

 

30,813,886

 

25,000,564

Weighted average equivalent common shares outstanding - assuming dilution

 

30,815,443

 

25,000,564

 

30,813,886

 

25,000,564

4


DAWSON GEOPHYSICAL COMPANY

CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except share data)

    

June 30, 

December 31,

2024

2023

Assets

Current assets:

Cash and cash equivalents

$

11,158

$

10,772

Restricted cash

5,000

Short-term investments

 

265

 

265

Accounts receivable, net

4,424

 

12,735

Prepaid expenses and other current assets

7,079

8,654

Total current assets

 

22,926

 

37,426

Property and equipment, net

15,082

16,508

Right-of-use assets

2,620

3,208

Intangibles, net

365

377

Total assets

$

40,993

$

57,519

Liabilities and Stockholders' Equity

Current liabilities:

Accounts payable

$

3,400

$

3,883

Accrued liabilities:

 

 

Payroll costs and other taxes

 

2,249

3,415

Other

 

759

709

Deferred revenue

 

5,709

11,829

Current maturities of notes payable and finance leases

 

740

1,380

Current maturities of operating lease liabilities

1,064

1,202

Total current liabilities

 

13,921

 

22,418

Long-term liabilities:

 

 

Notes payable and finance leases, net of current maturities

 

1,408

1,289

Operating lease liabilities, net of current maturities

1,862

2,363

Deferred tax liabilities, net

15

15

Total long-term liabilities

 

3,285

 

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 June 30, 2024

and December 31, 2023, respectively

 

309

308

Additional paid-in capital

 

156,860

156,678

Accumulated deficit

 

(131,200)

(123,640)

Accumulated other comprehensive loss, net

 

(2,182)

(1,912)

Total stockholders’ equity

 

23,787

 

31,434

Total liabilities and stockholders’ equity

$

40,993

$

57,519

5


Reconciliation of Adjusted EBITDA to Net (Loss) Income

(amounts in thousands)

Three Months Ended June 30,

2024 US

2024 CA

2024 Consol.

2023 US

2023 CA

2023 Consol.

Net loss

$

(2,468)

$

(1,078)

$

(3,546)

$

(2,794)

$

(1,636)

$

(4,430)

Depreciation and amortization

1,162

244

1,406

1,528

585

2,113

Interest income, net

(60)

(6)

(66)

(81)

(41)

(122)

Income tax benefit

(131)

(131)

(82)

(82)

EBITDA

(1,497)

(840)

(2,337)

(1,429)

(1,092)

(2,521)

Severance expense

86

86

Adjusted EBITDA

$

(1,411)

$

(840)

$

(2,251)

$

(1,429)

$

(1,092)

$

(2,521)

Six Months Ended June 30,

2024 US

2024 CA

2024 Consol.

2023 US

2023 CA

2023 Consol.

Net (loss) income

$

(301)

$

2,601

$

2,300

$

(5,254)

$

411

$

(4,843)

Depreciation and amortization

2,467

528

2,995

3,646

1,167

4,813

Interest income, net

(123)

(10)

(133)

(156)

(57)

(213)

Income tax expense (benefit)

71

71

(99)

(99)

EBITDA

2,114

3,119

5,233

(1,863)

1,521

(342)

Severance expense

86

86

Adjusted EBITDA

$

2,200

$

3,119

$

5,319

$

(1,863)

$

1,521

$

(342)

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

(amounts in thousands)

Three Months Ended June 30,

2024 US

2024 CA

2024 Consol.

2023 US

2023 CA

2023 Consol.

Net cash provided by (used in) operating activities

$

1,302

$

4,618

$

5,920

$

(868)

$

8,439

$

7,571

Changes in working capital and other items

(2,285)

(5,408)

(7,693)

(340)

(9,485)

(9,825)

Non-cash adjustments to net loss

(514)

(50)

(564)

(221)

(46)

(267)

EBITDA

(1,497)

(840)

(2,337)

(1,429)

(1,092)

(2,521)

Severance expense

86

86

Adjusted EBITDA

$

(1,411)

$

(840)

$

(2,251)

$

(1,429)

$

(1,092)

$

(2,521)

Six Months Ended June 30,

2024 US

2024 CA

2024 Consol.

2023 US

2023 CA

2023 Consol.

Net cash provided by operating activities

$

3,298

$

4,492

$

7,790

$

1,710

$

4,041

$

5,751

Changes in working capital and other items

(450)

(1,272)

(1,722)

(3,134)

(2,438)

(5,572)

Non-cash adjustments to net (loss) income

(734)

(101)

(835)

(439)

(82)

(521)

EBITDA

2,114

3,119

5,233

(1,863)

1,521

(342)

Severance expense

86

86

Adjusted EBITDA

$

2,200

$

3,119

$

5,319

$

(1,863)

$

1,521

$

(342)

6


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

Three Months Ended June 30, 2024

Six Months Ended June 30, 2024

USA Operations

Canada Operations

Consolidated

USA Operations

Canada Operations

Consolidated

Operating revenues

Fee revenue

$

8,321

$

5

$

8,326

$

26,608

$

8,456

$

35,064

Reimbursable revenue

4,186

4,186

8,995

37

9,032

12,507

5

12,512

35,603

8,493

44,096

Operating costs:

Fee operating expenses

7,846

653

8,499

21,025

4,970

25,995

Reimbursable operating expenses

4,186

4,186

8,995

37

9,032

Operating expenses

12,032

653

12,685

30,020

5,007

35,027

General and administrative

1,998

173

2,171

3,740

342

4,082

Severance expense

86

86

86

86

Depreciation and amortization

1,162

244

1,406

2,467

528

2,995

15,278

1,070

16,348

36,313

5,877

42,190

(Loss) income from operations

(2,771)

(1,065)

(3,836)

(710)

2,616

1,906

Other income (expense):

Interest income

89

16

105

188

30

218

Interest expense

(29)

(10)

(39)

(65)

(20)

(85)

Other income (expense)

112

(19)

93

357

(25)

332

(Loss) income before income tax

(2,599)

(1,078)

(3,677)

(230)

2,601

2,371

Income tax benefit (expense)

131

131

(71)

(71)

Net (loss) income

(2,468)

(1,078)

(3,546)

(301)

2,601

2,300

Other comprehensive (loss) income:

Net unrealized loss on foreign exchange rate translation

(110)

(110)

(270)

(270)

Comprehensive (loss) income

$

(2,468)

$

(1,188)

$

(3,656)

$

(301)

$

2,331

$

2,030

7


Three Months Ended June 30, 2023

Six Months Ended June 30, 2023

USA Operations

Canada Operations

Consolidated

USA Operations

Canada Operations

Consolidated

Operating revenues

Fee revenue

$

10,780

$

101

$

10,881

$

23,043

$

10,111

$

33,154

Reimbursable revenue

9,336

2

9,338

15,869

604

16,473

20,116

103

20,219

38,912

10,715

49,627

Operating costs:

Fee operating expenses

9,643

925

10,568

19,287

7,928

27,215

Reimbursable operating expenses

9,336

2

9,338

15,869

604

16,473

Operating expenses

18,979

927

19,906

35,156

8,532

43,688

General and administrative

2,667

310

2,977

5,769

707

6,476

Severance expense

Depreciation and amortization

1,528

585

2,113

3,646

1,167

4,813

23,174

1,822

24,996

44,571

10,406

54,977

(Loss) income from operations

(3,058)

(1,719)

(4,777)

(5,659)

309

(5,350)

Other income (expense):

Interest income

91

45

136

178

66

244

Interest expense

(10)

(4)

(14)

(22)

(9)

(31)

Other income (expense)

101

42

143

150

45

195

(Loss) income before income tax

(2,876)

(1,636)

(4,512)

(5,353)

411

(4,942)

Income tax benefit

82

82

99

99

Net (loss) income

(2,794)

(1,636)

(4,430)

(5,254)

411

(4,843)

Other comprehensive (loss) income:

Net unrealized income on foreign exchange rate translation

249

249

243

243

Comprehensive (loss) income

$

(2,794)

$

(1,387)

$

(4,181)

$

(5,254)

$

654

$

(4,600)

8


v3.24.2.u1
Document and Entity Information
Aug. 12, 2024
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Aug. 12, 2024
Entity Registrant Name DAWSON GEOPHYSICAL COMPANY
Entity Incorporation, State or Country Code TX
Entity File Number 001-32472
Entity Tax Identification Number 74-2095844
Entity Address, Address Line One 508 West Wall
Entity Address, Adress Line Two Suite 800
Entity Address, City or Town Midland
Entity Address State Or Province TX
Entity Address, Postal Zip Code 79701
City Area Code 432
Local Phone Number 684-3000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol DWSN
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0000799165
Amendment Flag false

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