Dawson Geophysical Co: Form 10-Q for the period ended Jun 30, 2025

Forward Looking Statements

Statements other than statements of historical fact included in this Form 10-Q that relate to forecasts, estimates or other expectations regarding future events, including without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” regarding technological advancements and our financial position, business strategy, and plans and objectives of our management for future operations, may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). When used in this Form 10-Q, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of our 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, risks relating to the efficacy of the purchased single node channels; the risk that the delivery of the equipment may not be delivered in a timely manner or at all; the Company’s ability to execute its business strategies and plans for growth; the failure to operationalize the acquired equipment in a timely manner or at all; risks associated with the Company’s ability to finance the transaction contemplated by the Purchase Agreement; our status as a controlled public company, which exempts us from certain corporate governance requirements; the limited market for our common stock; 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; 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 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; 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 unrest in the Middle East, 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 Securities and Exchange Commission (the “SEC”). The cautionary statements made in this Form 10-Q should be read as applying to all related forward-looking statements wherever they appear in this Form 10-Q. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this paragraph. 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 and any subsequent Quarterly Reports on Form 10-Q filed with the SEC. The Company disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

We are a leading provider of North American onshore seismic data acquisition services with operations throughout the continental U.S. and Canada. Substantially all of our revenues are derived from the seismic data acquisition services we provide to our clients. Our clients consist of major oil and gas companies, independent oil and gas operators, and providers of multi-client data libraries. In recent years, our primary customer base has consisted of providers of multi-client data libraries. Demand for our services depends upon the level of spending by these companies for exploration, production, development and field management activities, which depends, in a large part, on oil and natural gas prices. Significant fluctuations in domestic oil and natural gas exploration and development activities related to commodity prices, as we have recently experienced, have affected, and will continue to affect, demand for our services and our results of operations, and such fluctuations continue to be the single most important factor affecting our business and results of operations.

Due to the observed increase in demand for large integrated high-resolution, high channel count surveys and improvement to our backlog, we made the decision to make a significant capital investment to purchase new single node channels from a wholly-owned subsidiary of Geospace Technologies Corporation (“GTC”). On August 8, 2025, Dawson Operating LLC (“Dawson Operating”), entered into an Equipment Purchase Agreement, dated August 8, 2025 (the “Purchase Agreement”), with GTC, Inc., pursuant to which, among other things, Dawson Operating agreed to acquire single point node channels from GTC. Subject to the terms and conditions of the Purchase Agreement, the equipment is to be delivered in three shipments commencing in August 2025, with the final shipment scheduled for delivery by early January 2026.

The Purchase Agreement provides that, subject to the terms and conditions set forth therein, Dawson Operating will pay to GTC an aggregate purchase price of approximately $24.2 million, as follows: (i) approximately $4.8 million was paid in cash in connection with the execution of the Purchase Agreement; (ii) approximately $1.2 million will be payable in cash upon acceptance of the third and final delivery of the equipment; and (iii) approximately $18.2 million in the aggregate will be financed by the delivery of three separate thirty-six (36) month promissory notes each with a fixed interest rate of 8.75% (each, a “Note” and collectively, the “Geospace Notes”) payable by Dawson Operating and the Company, jointly and severally, to GTC, with each Note to be issued in connection with the Dawson Operating’s acceptance of one of the three equipment deliveries. We believe this investment will allow the Company to be a leader in the industry, giving us a competitive advantage for large integrated high-resolution, high channel count surveys currently demanded by the exploration & production efforts of our customers.

We deployed one large channel crew at the beginning of April, which should keep that crew highly utilized throughout the end of the year. We continue to improve our backlog and have multiple small channel crew jobs contracted in the third quarter for quick deployment of our recently purchased equipment.

While our revenues are mainly affected by the level of client demand for our services, our revenues are also affected by the pricing for our services that we negotiate with our clients and the productivity and utilization level of our data acquisition crews. Factors impacting productivity and utilization levels include, without limitation: client demand, commodity prices, whether we enter into turnkey or dayrate contracts with our clients, the number and size of crews, the number of recording channels per crew, crew downtime related to inclement weather, delays in acquiring land access permits, agricultural or hunting activity, holiday schedules, short winter days, crew repositioning and equipment failure. Additionally, revenues for our Canadian operations are seasonally limited to the winter season due to rules regarding surface conditions. To the extent we experience these factors, our operating results may be affected from quarter to quarter. Consequently, our efforts to negotiate more favorable contract terms in our supplemental service agreements, mitigate permit access delays and improve overall crew productivity may contribute to growth in our revenues.

Results of Operations

U.S. Fee Revenues. Acquisition revenues for the second quarter of 2025 increased 1.0% to $8.4 million compared to $8.3 million for the same period of 2024. The minimal increase was primarily due to similar crew utilization. Acquisition revenues for the first six months of 2025 decreased 58.2% to $11.1 million compared to $26.6 million for the same period of 2024. The decrease was primarily due to a decrease in crew utilization in the first quarter of 2025 compared to 2024.

Canadian Fee Revenues. Acquisition revenues for the second quarter of 2025 increased to $331,000 compared to $5,000 for the same period of 2024. Acquisition revenues for the first six months of 2025 increased 52.1% to 12.9 million compared to $8.5 million for the same period of 2024. The increase in both periods was primarily due to completion of projects during the second quarter of 2025 in addition to increased crew utilization for the first six months of 2025, compared to the same period of 2024.

Total Revenues. Revenues for the second quarter of 2025 were $9.9 million compared to $12.5 million for the same period of 2024. Total revenues included a decrease of $3.1 million in reimbursable revenues. Revenues for the first six months of 2025 were $25.9 million compared to $44.1 million for the same period of 2024. Total revenues included a decrease of $7.1 million in reimbursable revenues.

U.S. Fee Operating Expenses. Acquisition expenses for the second quarter of 2025 decreased 11.9% to $6.7 million compared to $7.6 million for the same period of 2024. The decrease was primarily due to improved efficiency in our operations. Acquisition expenses for the first six months of 2025 decreased 44.7% to $11.4 million from $20.5 million for the same period of 2024. The decrease was primarily due to a decrease in crew utilization.

Canadian Fee Operating Expenses. Acquisition expenses for the second quarter of 2025 increased 54.2% to $0.9 million compared to $0.6 million for the same period of 2024. The increase was primarily due to an overall increase in crew production and utilization during the period. Acquisition expenses for the first six months of 2025 increased 50.8% to $7.2 million from $4.8 million for the same period of 2024. The increase was primarily due to increased crew utilization.

Reimbursable Revenues and Costs. These revenues and expenses are passed through to our clients and are job specific and vary significantly from year to year. The costs are agreed to by our clients prior to contracting with outside vendors for the various tasks.

General and Administrative Expenses. During the second quarter of 2025, general and administrative expenses decreased 6.2% to $2.3 million compared to $2.5 million for the same period of 2024. During the first six months of 2025 general and administrative expenses decreased 8.3% to $4.3 million compared to $4.7 million for the same period of 2024. The decrease was primarily due to our focus on cost reduction initiatives.

Depreciation and Amortization Expense. Depreciation and amortization expenses for the second quarter and first six months of 2025 totaled $1.2 million and $2.4 million, respectively, compared to $1.4 million and $3.0 million for the same periods of 2024. Depreciation expenses decreased in 2025 compared to 2024 primarily due to multiple years of reduced capital expenditures.

Total Operating Costs. Total operating costs for the second quarter of 2025 were $12.2 million, representing a 24.9% decrease from the same period of 2024. The operating costs for the first six months of 2025 were $27.3 million, representing a 35.2% decrease from the same period of 2024. The decrease in operating costs for the second quarter and first six months of 2025 compared to 2024 was primarily due to the factors described above.

Income Taxes. Income tax benefits for the second quarter and first six months of 2025 were $7,000 and $4,000, respectively, compared to income tax benefit of $131,000 for the second quarter of 2024 and income tax expense of $71,000 for the first six months of 2024. These amounts represent effective tax rates of 0.3% for the second quarter and first six months of 2025, compared to 3.6% and 3.0% for the same periods of 2024. The Company’s nominal effective tax rate for the periods above was due to the presence of net operating loss carryovers and adjustments to the valuation allowance on deferred tax assets.

Our effective tax rates differ from the statutory federal rate of 21.0% for certain items such as state and local taxes, valuation allowances, and non-deductible expenses. For further information, see Note 9 of the Notes to the Condensed Consolidated Financial Statements.

Use of EBITDA (a Non-GAAP measure)

We define EBITDA as net income (loss) plus interest expense, interest income, income taxes, depreciation and amortization expense and other unusual items. Our management uses EBITDA, further adjusted for other unusual items (Adjusted EBITDA), when applicable, as a supplemental financial measure to assess:

• the financial performance of our assets without regard to financing methods, capital structures, taxes or historical cost basis;
• our operating performance over time in relation to other companies that own similar assets and that we believe calculate EBITDA in a similar manner; and
• the ability of our assets to generate cash sufficient for us to pay potential interest costs.

We also understand that such data are used by investors to assess our performance. However, the term EBITDA is not defined under generally accepted accounting principles (“GAAP”), and EBITDA is not a measure of operating income or operating performance presented in accordance with GAAP. When assessing our 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, our EBITDA may not be comparable to EBITDA or similarly titled measures utilized by other companies since other companies may not calculate EBITDA in the same manner as us. Further, the results presented by EBITDA cannot be achieved without incurring the costs that the measure excludes: interest, taxes, depreciation and amortization, and other unusual items. For the three and six months ended June 30, 2025, and 2024, there were no unusual items and therefore Adjusted EBITDA and EBITDA were equal, and only EBITDA is presented.

The reconciliation of our EBITDA to our Net (loss) income and net cash provided by operating activities, which are the most directly comparable GAAP financial measures, are provided in the following tables (in thousands):

Liquidity and Capital Resources

Our principal sources of cash are amounts earned from the seismic data acquisition services we provide to our clients. Our principal uses of cash are the amounts used to provide these services, including expenses related to our operations and acquiring new equipment. Accordingly, our cash position depends (as do our revenues) on the level of demand for our services. Historically, cash generated from our operations along with cash reserves have been sufficient to fund our working capital requirements and, to some extent, our capital expenditures. Management believes cash flow from operations, cash on hand and working capital are sufficient to fund operating and investing cash flow requirements, as well as obligations under the Geospace Notes.

Cash Flows. Net cash provided by operating activities was $16.6 million for the six months ended June 30, 2025, compared to net cash provided by operating activities of $7.8 million for the same period of 2024. This increase was primarily due to an increase in deferred revenue.

Net cash used in investing activities was $0.3 million and $1.3 million for the six months ended June 30, 2025, and 2024, respectively. The decrease in cash used in investing activities between periods of $1.0 million was primarily due to a decrease in cash capital expenditures to $0.7 million for the first six months of 2025 compared to capital expenditures of $1.5 million for the same period of 2024.

Net cash used in financing activities was $1.5 million for the six months ended June 30, 2025, and was primarily comprised of principal payments of $1.1 million and $0.4 million under our notes payable and finance leases, respectively. Net cash used in financing activities was

$11.1 million for the six months ended June 30, 2024, and was primarily comprised of dividends paid of $9.9 million, principal payments of $0.8 million and $0.3 million under our notes payable and finance leases, respectively.

Capital Expenditures. The Board of Directors approved the Purchase Agreement to acquire new single node channels for an aggregate purchase price of approximately $24.2 million, paid as follows: (i) approximately $4.8 million paid in cash in connection with the execution of the Purchase Agreement; (ii) approximately $1.2 million will be payable in cash upon acceptance of the third and final delivery of the equipment; and (iii) approximately $18.2 million in the aggregate will be financed by the Geospace Notes, payable by Dawson Operating and the Company, jointly and severally, to GTC, with each Note to be issued in connection with the Dawson Operating’s acceptance of one of the three equipment deliveries.

For the six months ended June 30, 2025, we have spent $0.7 million on capital expenditures, primarily for rolling stock and maintenance capital requirements. Historically, we have funded most of our capital expenditures through cash flow from operations, cash reserves, equipment term loans and finance leases. Under the Purchase Agreement, we are funding our purchase of new single node channels utilizing vendor financing in the form of the Geospace Notes.

Capital Resources. Historically, we have primarily relied on cash flows from operations, cash reserves and borrowings from commercial banks to fund our working capital requirements. In connection with the Purchase Agreement, we have agreed to the terms under the Geospace Notes.

Special Cash Dividend. Declared on March 28, 2024, the $0.32 per share special cash dividend on the Company’s common stock 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.

Loan Agreement

Dominion Credit Facility. On September 30, 2019, we entered into a Loan and Security Agreement with Dominion Bank, a Texas state bank (“Dominion Bank”). On September 30, 2023, we entered into a Fifth Loan Modification Agreement (the “Fifth Modification Agreement”) to the Loan and Security Agreement (as amended by (i) that certain Loan Modification Agreement dated as of September 30, 2020, (ii) that certain Second Loan Modification Agreement dated as of September 30, 2021, (iii) that certain Third Loan Modification Agreement dated as of September 30, 2022, (iv) that certain Fourth Modification Agreement dated as of March 21, 2023, and (v) the Fifth Modification Agreement, the “Loan Agreement”). The Loan Agreement provided for a secured revolving credit facility (the “Revolving Credit Facility”) in an amount up to the lesser of (I) an amount equal to the Borrowing Base or (II) $5 million. Our obligations under the Loan Agreement was secured by a Certificate of Deposit with Dominion Bank for $5 million (the “Deposit”) in our collateral account. On May 2, 2024, the collateral deposit of $5 million was released and the Loan Agreement was terminated.

Dominion Letters of Credit. As of June 30, 2025, we have no outstanding letters of credit.

Geospace Notes

In connection with the Purchase Agreement, we have agreed to the terms under the Geospace Notes. We executed our first Note under the Geospace Notes on August 8, 2025, for approximately $3.6 million. We anticipate executing our second Note in November 2025 for approximately $10.9 million and executing our third Note in January 2026 for approximately $3.7 million. Each Note will be for a term of 36 months with a fixed interest rate of 8.75%.

Other Indebtedness

As of June 30, 2025, we have three outstanding short-term notes payable to finance companies for various insurance premiums totaling $0.8 million. As of December 31, 2024, we had one outstanding short-term note payable to a finance company for various insurance premiums totaling $168,000.

In addition, we lease certain seismic recording equipment and vehicles under leases classified as finance leases. Our Condensed Consolidated Balance Sheet as of June 30, 2025 and December 31, 2024, include finance leases of $2.0 million and $2.4 million, respectively.

Maturities and Interest Rates of Debt

The following tables set forth the aggregate principal amount (in thousands) under our outstanding notes payable and the interest rates as of June 30, 2025, and December 31, 2024:

The aggregate maturities of finance leases as of June 30, 2025, are as follows (in thousands):

Interest rates on these leases range from 4.86% to 8.74%.

Contractual Obligations

We believe that our capital resources, including our cash on hand, short-term investments and cash flow from operations will be adequate to meet our current operational needs. We believe that we will be able to finance our 2025 capital expenditures through cash flow from operations, borrowings from commercial lenders and the Geospace Notes. However, our ability to satisfy working capital requirements, meet debt repayment obligations, and fund future capital requirements will depend principally upon our future operating performance, which is subject to the risks inherent in our business, and will also depend on the extent to which the current economic climate adversely affects the ability of our customers, and/or potential customers, to promptly pay amounts owing to us under their service contracts with us.

Critical Accounting Policies

Information regarding our critical accounting policies and estimates is included in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, *Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“*ASU 2023-09”). ASU 2023-09 seeks to improve transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disclosures. The updated guidance is effective for annual periods after January 1, 2025, and will be reflected through additional disclosures in our 2025 10-K.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, ASU 2024-03 enhances the disclosures required for certain expense captions in the Company's annual and interim consolidated financial statements. This ASU is effective prospectively or retrospectively for fiscal years beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of this standard on its disclosures

There has been no material change in our market risk profile during the three months ended June 30, 2025. For additional information about our market risk profile, refer to "Quantitative and Qualitative Disclosures About Market Risk" in Item 7A. in Part II of our Annual Report on Form 10-K for the year ended December 31, 2024.

We are exposed to certain market risks arising from the use of financial instruments in the ordinary course of business. These risks arise primarily as a result of potential changes to operating concentration of credit risk and changes in interest rates. We have not entered into any hedge arrangements, commodity swap agreements, commodity futures, options or other derivative financial instruments. We also conduct business in Canada, which subjects our results of operations and cash flows to foreign currency exchange rate risk.

Management’s Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive and financial officer, of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report. Based upon that evaluation, our President and Chief Executive Officer and our Chief Financial Officer concluded that, as of June 30, 2025, our disclosure controls and procedures were effective, in all material respects, with regard to the recording, processing, summarizing and reporting, within the time periods specified in the SEC’s rules and forms, for information required to be disclosed by us in the reports that we file or submit under the Exchange Act. Our disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our President and Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the three and six months ended June 30, 2025, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

There have been no material changes in the significant risk factors that may affect our business, results of operations or liquidity as described in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024.