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What changed in DAWSON GEOPHYSICAL CO's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of DAWSON GEOPHYSICAL CO's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+216 added−172 removedSource: 10-K (2026-03-31) vs 10-K (2025-04-02)

Top changes in DAWSON GEOPHYSICAL CO's 2025 10-K

216 paragraphs added · 172 removed · 121 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

21 edited+8 added−5 removed34 unchanged
Biggest changeThe reflected energy, or echoes, are received through geophones, converted into a digital signal at a single or multi-channel recording unit, and then transmitted to a central recording vehicle. Subsurface requirements dictate the number of channels necessary to perform our services.
Biggest changeWe introduce acoustic energy into the ground by using vibration equipment or dynamite detonation, depending on the surface terrain, area of operation, and subsurface requirements. The reflected energy, or echoes, are received through geophones, converted into a digital signal at a single or multi-channel recording unit, and then transmitted to a central recording vehicle.
This increase in channel count and energy source unit demand is driven by client needs and is necessary to produce higher resolution images, increase crew efficiencies and undertake larger scale projects. Due to the increase in demand for higher channel counts, in recent years we continued to make investments in additional channels.
This increase in channel count and energy source unit demand is driven by client needs and is necessary to produce higher resolution images, increase crew efficiencies and undertake larger scale projects. Due 4 Table of Contents to the increase in demand for higher channel counts, in recent years we continued to make investments in additional channels.
Except as otherwise specifically noted herein, references in this annual report on Form 10-K to the “Company,” “we,” “us” or “our” refer to Dawson Geophysical Company and its consolidated subsidiaries.
Item 1. BUSINESS General Except as otherwise specifically noted herein, references in this annual report on Form 10-K to the “Company,” “we,” “us” or “our” refer to Dawson Geophysical Company and its consolidated subsidiaries.
Item 1. BUSINESS General Dawson Geophysical Company, a Texas corporation (the “Company”), is a leading provider of North American onshore seismic data acquisition services with operations throughout the continental United States (“U.S.”) and Canada.
Dawson Geophysical Company, a Texas corporation (the “Company”), is a leading provider of North American onshore seismic data acquisition services with operations throughout the continental United States (“U.S.”) and Canada.
Beginning in 2014, we adopted a maintenance capital expenditures program due to the belief that our equipment base was sufficient to meet current demand; however, our Board of Directors may increase the capital budget in response to strategic opportunities to acquire seismic recording equipment. Our Board of Directors initially approved a maintenance capital expenditure budget of $2.5 million for 2024.
Beginning in 2014, we adopted a maintenance capital expenditures program due to the belief that our equipment base was sufficient to meet current demand; however, our Board of Directors may increase the capital budget in response to strategic opportunities to acquire seismic recording equipment. Our Board of Directors has approved a capital expenditure budget of $6 million for 2025.
The results of seismic surveys conducted for a client belong to that client. All of our clients’ information is maintained in the strictest confidence. Domestic and Foreign Operations We derive revenue from the U.S. and Canadian markets. We consider these two geographical areas as segments for reporting purposes.
The results of seismic surveys conducted for a client belong to that client. We aim to maintain all of our clients’ information in the strictest confidence. 5 Table of Contents Domestic and Foreign Operations We derive revenue from the U.S. and Canadian markets. We consider these two geographical areas as segments for reporting purposes.
The remaining balance of our revenues were derived from varied clients, none of which represented 10% or more of our revenues.
In both years, the remaining balance of our revenues were derived from varied clients, none of which represented 10% or more of our revenues.
We own equipment required for onshore 3 Table of Contents multi-component surveys. The majority of the projects in Canada require multi-component recording equipment. We have operated one to two multi-component equipped crews in the U.S. periodically over the past few years.
We own equipment required for onshore multi-component surveys. The majority of the projects in Canada require multi-component recording equipment. We have operated between one and three multi-component equipped crews in the U.S. periodically over the past few years.
Our Board of Directors has approved a capital expenditure budget of $6 million for 2025. Clients Our services are marketed by supervisory and executive personnel who contact clients to determine geophysical needs and respond to client inquiries regarding the availability of crews or processing schedules. These contacts are based principally on professional relationships developed over a number of years.
Clients Our services are marketed by supervisory and executive personnel who contact clients to determine geophysical needs and respond to client inquiries regarding the availability of crews or processing schedules. These contacts are based principally on professional relationships developed over a number of years.
Each crew consists of approximately 40 to 100 technicians with associated vehicles, geophones, a seismic recording system, energy sources, cables, and a variety of other equipment. The GSR/GSX and INOVA Hawk crews utilize a recorder to manage the data acquisition while the individual system captures and holds the data until they are placed in the Data Transfer Module.
Each crew consists of approximately 40 to 100 technicians with associated vehicles, sensors, a seismic recording system, energy sources, and a variety of other equipment. The crews utilize a recorder to manage the data acquisition while the systems capture and hold the data until they are placed in the Data Transfer Module.
Our employees are not represented by a collective bargaining agreement. We believe we have good relations with our employees. See “Item 2. Properties” for a description of the material properties utilized in our business.
We believe we have good relations with our employees. See “Item 2. Properties” for a description of the material properties utilized in our business. 6 Table of Contents
Our clients range from major oil and gas companies to small independent oil and gas operators and providers of multi-client data libraries. The services we provide to our clients vary according to the size and needs of each client. During the twelve months ended December 31, 2024, sales to two clients represented approximately 43% of our revenues.
Our clients range from major oil and gas companies to small independent oil and gas operators and providers of multi-client data libraries. The services we provide to our clients vary according to the size and needs of each client.
Additional recording channels enhance the resolution of the seismic survey through increased imaging analysis and provide improved operational efficiencies for our clients. With our state-of-the-art seismic equipment, including computer technology and multiple channels, we acquire, on an efficient basis, immense volumes of seismic data that, when processed and interpreted, produce precise images of the earth’s subsurface.
With our state-of-the-art seismic equipment, including computer technology and multiple channels, we acquire, on an efficient basis, immense volumes of seismic data that, when processed and interpreted, produce precise images of the earth’s subsurface.
We define 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.
We define Adjusted EBITDA as our net income (loss), before (i) interest expense, net, (ii) income tax expense or benefit, (iii) depreciation and amortization and (iv) non-recurring and other charges, such as strategic transaction expenses or severance expenses. As a result, our business has two reportable segments, US operations and Canada Operations.
As a result, our business has two reportable segments, US operations and Canada Operations. 5 Table of Contents For a discussion of financial information by segment refer to “Note 15, Segments” to the Consolidated Financial Statements incorporated by reference herein for additional details. For a description of risks associated with our foreign operations, please see “Item 1A. Risk Factors ".
For a discussion of financial information by segment refer to “Note 15, Segments” to the Consolidated Financial Statements incorporated by reference herein for additional details. For a description of risks associated with our foreign operations, please see “Item 1A. Risk Factors ". Contracts Our contracts are obtained either through competitive bidding or as a result of client negotiations.
We believe we will realize the benefit of increased channel counts and flexibility of deployment through increased crew efficiencies, higher revenues and improved margins. We have purchased or leased a significant number of cableless recording channels. We utilize this equipment primarily as stand-alone recording systems.
We believe we will realize the benefit of increased channel counts and flexibility of deployment through increased crew efficiencies, higher revenues and improved margins. In August 2025, we entered the Equipment Purchase Agreement to purchase new lighter weight single node channels. We have purchased or leased a significant number of cableless recording channels.
As of December 31, 2024, we operate 130 vibrator energy source units and approximately 326,000 recording channels. The recording channels consist of 116,000 single-channel GSR/GSX boxes, 186,000 channels of GSR Multi-channel boxes and a 24,000 channel INOVA Hawk System.
As of December 31, 2025, we operate 130 vibrator energy source units and approximately 280,000 recording channels. The recording channels consist of 178,000 single-channel GSR/GSX boxes and Pioneer nodes, and 102,000 channels of GSR Multi-channel boxes.
As a result of the introduction of cableless recording systems, we have realized increased crew efficiencies and increased channels on projects using this equipment.
We utilize this equipment primarily as stand-alone recording systems. As a result of the introduction of cableless recording systems, we have realized increased crew efficiencies and increased channels on projects using this equipment. We believe we will experience continued demand for cableless recording systems and increased channel count in the future.
A supplemental agreement setting forth the terms of a specific project, which may be canceled by either party on short notice, is entered into for every project.
Our services are conducted under general service agreements for seismic data acquisition services which define certain obligations for us and for our clients. A supplemental agreement setting forth the terms of a specific project, which may be canceled by either party on short notice, is entered into for every project.
Employees and Human Capital Resources As of December 31, 2024, we employed 233 full-time employees, of which 40 consisted of management, sales, and administrative personnel with the remainder being crew and crew support personnel. The reduction in our headcount resulted from right-sizing our headcount while being able to continue to effectively meet our customers’ needs.
Employees and Human Capital Resources As of December 31, 2025, we employed 269 full-time employees, of which 50 consisted of management, sales, and administrative personnel with the remainder being crew and crew support personnel. We optimize our headcount in order to effectively meet our customers’ needs. Our employees are not represented by a collective bargaining agreement.
We generally use tens of thousands of recording channels in our 3-D seismic surveys with the largest project consisting in excess of 60,000 recording channels and dozens of energy source units. We are capable of deploying multiple crews equipped with this technology on multiple projects simultaneously.
Subsurface requirements dictate the number of channels necessary to perform our services. We generally use tens of thousands of recording channels in our 3-D seismic surveys with the largest project consisting in excess of 65,000 recording channels and dozens of energy 3 Table of Contents source units.
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We acquire geophysical data using the latest in 3-D seismic survey techniques. We introduce acoustic energy into the ground by using vibration equipment or dynamite detonation, depending on the surface terrain, area of operation, and subsurface requirements.
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In August 2025, Dawson Operating LLC (“Dawson Operating”), a wholly-owned subsidiary of Dawson Geophysical Company, entered into an equipment purchase agreement with GTC, Inc.
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We believe we will experience continued demand for cableless recording systems and increased channel count in the future. 4 Table of Contents In the fourth quarter, we began testing single point node channels from multiple vendors in our operations.
Added
(“GTC”), a wholly-owned subsidiary of Geospace Technologies Corporation (“Geospace”), pursuant to which, among other things, Dawson Operating agreed to acquire new single point node channels from GTC for an aggregate purchase price of approximately $24.2 million (the “Equipment Purchase Agreement”) subject to the terms and conditions thereof.
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We are continuing to test and evaluate single point node channels and we may lease or purchase new channels in the future. The single point node channels are expected to increase our revenues through more competitive bids for our customers and increase our margins due to improved crew efficiencies.
Added
The Company paid cash of approximately $4.8 million upon execution of the Equipment Purchase Agreement, agreed to pay approximately $1.2 million in cash upon final delivery, and agreed to finance approximately $18.2 million through separate promissory notes to be issued in connection with each delivery of equipment (each, a “Geospace Note” and collectively, the “Geospace Notes”).
Removed
During 2024, our Board approved an increase in our capital budget to $6 million for the potential purchase of new single point node channels. We are continuing to evaluate the single point node channels, and may lease or purchase new channels in the future. In 2024, we utilized $1.9 million of our capital budget.
Added
Each Geospace Note is payable by Dawson Geophysical Company and Dawson Operating, jointly and severally, to GTC. The Geospace Notes will each have a term of 36 months, bear a fixed interest rate of 8.75% annually and may be prepaid in whole or in part at any time without penalty.
Removed
Contracts Our contracts are obtained either through competitive bidding or as a result of client negotiations. Our services are conducted under general service agreements for seismic data acquisition services which define certain obligations for us and for our clients.
Added
As of December 31, 2025, we have taken delivery of $20.9 million of equipment and issued five Geospace Notes with an aggregate principal of approximately $15.5 million. We acquire geophysical data using the latest in 3-D seismic survey techniques.
Added
We are capable of deploying multiple crews equipped with this technology on multiple projects simultaneously. Additional recording channels enhance the resolution of the seismic survey through increased imaging analysis and provide improved operational efficiencies for our clients.
Added
During 2025, our Board of Directors approved the Equipment Purchase Agreement, and our capital expenditures for 2025 were $6.8 million. Our Board of Directors has approved a capital expenditure budget of $3 million for 2026, including the final payment under the Equipment Purchase Agreement.
Added
During the twelve months ended December 31, 2025, sales to one client represented approximately 51% of our revenues, during the same period of 2024 this client represented 29% of our revenues. See Note 14 for more information regarding our major clients. During the twelve months ended December 31, 2024, sales to two clients represented approximately 43% of our revenues.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

45 edited+60 added−14 removed75 unchanged
Biggest changeAny prolonged reduction in the overall level of exploration and development activities, whether resulting from changes in oil and natural gas prices or otherwise, could adversely impact us in many ways by negatively affecting: ● our revenues, cash flows, and profitability; ● our ability to maintain or increase our borrowing capacity; ● our ability to obtain additional capital to finance our business and the cost of that capital; and ● our ability to attract and retain skilled personnel whom we would need in the event of an upturn in the demand for our services.
Biggest changeAny prolonged reduction in the overall level of exploration and development activities, whether resulting from changes in oil and natural gas prices or otherwise, could adversely impact us in many ways by negatively affecting: ● our revenues, cash flows, and profitability; ● our ability to maintain or increase our borrowing capacity; ● our ability to obtain additional capital to finance our business and the cost of that capital; and ● our ability to attract and retain skilled personnel whom we would need in the event of an upturn in the demand for our services. 7 Table of Contents Depending on the market prices of oil and natural gas, oil and natural gas exploration and development companies may cancel or curtail their capital expenditure and drilling programs, thereby reducing demand for our services, or may become unable to pay, or have to delay payment of, amounts owed to us for our services.
As a “controlled company,” we are permitted to, and we may, opt out of the Nasdaq listing requirements that require (i) a majority of the members of our board of directors to be independent, as defined by Nasdaq rules, (ii) our nominating committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and (iii) our compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
As a “controlled company,” we are permitted to opt out of the Nasdaq listing requirements that require (i) a majority of the members of our board of directors to be independent, as defined by Nasdaq rules, (ii) our nominating committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and (iii) our compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
In addition, as of December 31, 2024, Wilks and its affiliates own approximately 80% of our common stock, limiting the public market for our common stock, which can lead to increased price volatility and low trading volumes. For example, during 2024 our daily trading volume was as low as 0 shares.
In addition, as of December 31, 2025, Wilks and its affiliates own approximately 80% of our common stock, limiting the public market for our common stock, which can lead to increased price volatility and low trading volumes. For example, during 2025 and 2024 our daily trading volume was as low as 0 shares.
Many factors beyond our control affect oil and natural gas prices, including: ● the cost of exploring for, producing, and delivering oil and natural gas; ● the discovery rate of new oil and natural gas reserves; 7 Table of Contents ● the rate of decline of existing and new oil and natural gas reserves; ● available pipeline and other oil and natural gas transportation capacity; ● the ability of oil and natural gas companies to raise capital and debt financing; ● actions by OPEC+; ● political instability in the Middle East and other major oil and natural gas producing regions; ● economic conditions in the U.S. and elsewhere; ● domestic and foreign trade policy; ● domestic and foreign energy policy including increased emphasis on alternative sources of energy; ● increased attention to environmental, social and governance matters, including climate change; ● weather conditions in the U.S., Canada and elsewhere; ● the pace adopted by foreign governments for the exploration, development, and production of their national reserves; ● the price of foreign imports of oil and natural gas; and ● the overall supply and demand for oil and natural gas.
Many factors beyond our control affect oil and natural gas prices, including: ● the cost of exploring for, producing, and delivering oil and natural gas; ● the discovery rate of new oil and natural gas reserves; ● the rate of decline of existing and new oil and natural gas reserves; ● available pipeline and other oil and natural gas transportation capacity; ● the ability of oil and natural gas companies to raise capital and debt financing; ● actions by OPEC+; ● political instability in the Middle East and other major oil and natural gas producing regions; ● economic conditions in the U.S. and elsewhere; ● domestic and foreign trade policy; ● domestic and foreign energy policy including increased emphasis on alternative sources of energy; ● increased attention to environmental, social and governance matters, including climate change; ● weather conditions in the U.S., Canada and elsewhere; ● the pace adopted by foreign governments for the exploration, development, and production of their national reserves; ● the price of foreign imports of oil and natural gas; and ● the overall supply and demand for oil and natural gas.
As of December 31, 2024, Wilks Brothers, LLC (“Wilks”) and its affiliates control approximately 80% of our combined voting power, can elect all of the members of our board of directors and can generally control matters requiring stockholder approval. As a result, we are considered a “controlled company” for the purposes of the Nasdaq listing requirements.
As of December 31, 2025, Wilks Brothers, LLC (“Wilks”) and its affiliates control approximately 80% of our combined voting power, can elect all of the members of our board of directors and can generally control matters requiring stockholder approval. As a result, we are considered a “controlled company” for the purposes of the Nasdaq listing requirements.
The broader consequences of the Russian-Ukrainian conflict and unrest in the Middle East, which may include further sanctions, embargoes, supply chain disruptions, regional instability and geopolitical shifts, may have adverse effects on global macroeconomic conditions, increase volatility in the price and demand for oil and natural gas, increase exposure to cyberattacks, cause disruptions in global supply chains, increase foreign currency fluctuations, cause constraints or disruption in the capital markets and limit sources of liquidity.
The broader consequences of the Russian-Ukrainian conflict, the U.S. and Iran conflict, and the unrest in the Middle East, which may include further sanctions, embargoes, supply chain disruptions, regional instability and geopolitical shifts, may have adverse effects on global macroeconomic conditions, increase volatility in the price and demand for oil and natural gas, increase exposure to cyberattacks, cause disruptions in global supply chains, increase foreign currency fluctuations, cause constraints or disruption in the capital markets and limit sources of liquidity.
If we impair our equipment or intangible assets, these non-cash asset impairments could have a material adverse effect on our financial results in the period in which the impairments are recorded. Our profitability is determined, in part, by the utilization level and productivity of our crews and is affected by numerous external factors that are beyond our control.
If we impair our equipment or intangible assets, these non-cash asset impairments could have a material adverse effect on our financial results in the period in which the impairments are recorded. 12 Table of Contents Our profitability is determined, in part, by the utilization level and productivity of our crews and is affected by numerous external factors that are beyond our control.
The loss of our senior executives or other key employees or our failure to continue to attract and retain skilled and technically knowledgeable personnel could adversely affect our ability to compete in the seismic services industry. We may experience significant competition for such personnel, particularly during periods of increased demand for seismic services.
The loss of our senior executives or other key employees or our failure to continue to attract and retain skilled and technically knowledgeable personnel could adversely affect our ability to compete in the seismic services industry. We may experience significant 14 Table of Contents competition for such personnel, particularly during periods of increased demand for seismic services.
We have historically funded our working capital requirements primarily with cash generated from operations, cash reserves and, from time to time, borrowings from commercial banks. In recent years, we have funded some of our capital expenditures through equipment term loans and finance leases.
We have historically funded our working capital requirements primarily with cash generated from operations, cash reserves and, from time to time, borrowings from commercial banks. In recent years, we 13 Table of Contents have funded some of our capital expenditures through equipment term loans and finance leases.
For example, weather delays could affect our operations on a particular project or an entire region and could lengthen the time to complete projects. In addition, 10 Table of Contents even if we negotiate weather protection provisions in our contracts, we may not be fully compensated by our clients for delays caused by inclement weather.
For example, weather delays could affect our operations on a particular project or an entire region and could lengthen the time to complete projects. In addition, even if we negotiate weather protection provisions in our contracts, we may not be fully compensated by our clients for delays caused by inclement weather.
These fluctuations are attributable to the level of new business in a particular period, the timing of the initiation, progress or cancellation of significant projects, higher revenues and expenses on our dynamite contracts, and costs we incur to train new crews we may add in the future to meet increased client demand.
These fluctuations are attributable to a variety of factors, including, without limitation, the level of new business in a particular period, the timing of the initiation, progress or cancellation of significant projects, higher revenues and expenses on our dynamite contracts, and costs we incur to train new crews we may add in the future to meet increased client demand.
Several political and regulatory authorities and governmental bodies have studied hydraulic fracturing and 14 Table of Contents considered potential regulations, and certain environmental and other groups have devoted resources to campaigns aimed at restricting or eradicating hydraulic fracturing.
Several political and regulatory authorities and governmental bodies have studied hydraulic fracturing and considered potential regulations, and certain environmental and other groups have devoted resources to campaigns aimed at restricting or eradicating hydraulic fracturing.
Because our business has high fixed costs, the negative effect of one or more of these factors could trigger wide variations in our operating revenues, cash flows, EBITDA, margin, and profitability from quarter-to-quarter, rendering quarter-to-quarter comparisons unreliable as an indicator of performance. Due to the factors discussed above, you should not expect sequential growth in our quarterly revenues and profitability.
Because our business has high fixed costs, the negative effect of one or more of these factors could trigger wide variations in our operating revenues, cash flows, EBITDA, margin, and profitability from quarter to quarter, rendering quarter to quarter comparisons unreliable as an indicator of performance.
If any of the events described below occur, our business, financial condition or results of operations could be materially adversely affected. 6 Table of Contents Current macroeconomic conditions, including inflationary pressures in the broader U.S. economy and military conflicts between Russia and Ukraine and in the Middle East have had, and are expected to continue to have, an impact on oil and gas commodity prices and, therefore, demand for our services and, depending on the duration and severity, could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Current macroeconomic conditions, including inflationary pressures in the broader U.S. economy and military conflicts between Russia and Ukraine and in the Middle East have had, and are expected to continue to have, an impact on oil and gas commodity prices and, therefore, demand for our services and, depending on the duration and severity, could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Our high and low sales prices of our common stock for the twelve months ended December 31, 2024 were $2.22 and $1.27, respectively. Further, the high and low sales prices of our common stock for the twelve months ended December 31, 2023 were $2.65 and $1.28, respectively.
Our high and low sales prices of our common stock for the twelve months ended December 31, 2025 were $5.54 and $1.08, respectively. Further, the high and low sales prices of our common stock for the twelve months ended December 31, 2024 were $2.22 and $1.27, respectively.
Our order book reflects client commitments at levels we believe are sufficient to maintain operations on our existing crews for the indicated periods. However, our clients can delay, reduce or cancel their service contracts with us on short notice.
Our clients could delay, reduce or cancel their service contracts with us on short notice, which may lead to lower than expected demand and revenues. Our order book reflects client commitments at levels we believe are sufficient to maintain operations on our existing crews for the indicated periods.
We cannot predict the outcome of future studies, but based on the results of these studies to date, federal and state legislatures and agencies may seek to further regulate or even ban hydraulic fracturing activities. These regulatory initiatives could each spur further action toward federal and/or state legislation and regulation of hydraulic fracturing activities.
Governments may continue to study hydraulic fracturing. We cannot predict the outcome of future studies, but based on the results of these studies to date, federal and state legislatures and agencies may seek to further regulate or even ban hydraulic fracturing activities.
In addition, subcontractors may cause injury to our personnel or damage to our property that is not fully covered by insurance. 12 Table of Contents We operate under hazardous conditions that subject us to risk of damage to property or personnel injuries and may interrupt our business.
In addition, subcontractors may cause injury to our personnel or damage to our property that is not fully covered by insurance. We operate under hazardous conditions that subject us to risk of damage to property or personnel injuries and may interrupt our business. Our business is subject to the general risks inherent in land-based seismic data acquisition activities.
Additional risks and uncertainties, including those that are not yet identified or that we currently believe are immaterial, may also adversely affect our business, financial condition or results of operations.
Additional risks and uncertainties, including those that are not yet identified or that we currently believe are immaterial, may also adversely affect our business, financial condition or results of operations. If any of the events described below occur, our business, financial condition or results of operations could be materially adversely affected.
We are also monitoring the impact of attacks on shipping in the Red Sea as a result of the unrest in the Middle East.
We are also monitoring the U.S. and Iran conflict and the impact on shipping in the Middle East, including the Persian Gulf and Red Sea, as a result of ongoing unrest in the Middle East.
It is possible that one or more of our clients will become financially distressed, which could cause them to default on their obligations to us and could reduce the client’s future need for seismic services provided by us. Our concentration of clients may also increase our overall exposure to these credit risks.
We perform ongoing credit evaluations of our clients’ financial conditions and, generally, require no collateral from our clients. It is possible that one or more of our clients will become financially distressed, which could cause them to default on their obligations to us and could reduce the client’s future need for seismic services provided by us.
As a result, our order book as of any particular date may not be indicative of actual demand and revenues for any succeeding period. Our revenues, operating results and cash flows can be expected to fluctuate from period to period. Our revenues, operating results and cash flows may fluctuate from period to period.
As a result, our order book as of any particular date may not be indicative of actual demand and revenues for any succeeding period. 10 Table of Contents Our revenues, operating results and cash flows may fluctuate from period to period, which may make it difficult to forecast our future performance and may result in volatility in our stock price.
Many states, either individually or through multi-state regional initiatives, have already taken legal measures intended to 13 Table of Contents reduce GHG emissions, primarily through the planned development of GHG emission inventories and/or GHG cap and trade programs. Although various climate change legislative measures have periodically been introduced in the U.S.
Although the federal government position on GHG is evolving, many states, either individually or through multi state regional initiatives, have already taken legal measures intended to reduce GHG emissions, primarily through the planned development of GHG emission inventories and/or GHG cap and trade programs.
If these clients, or any of our other significant clients, were to terminate their contracts or fail to contract for our services in the future because they are acquired, alter their exploration or development strategy, experience financial difficulties or for any other reason, our results of operations could be adversely affected. 8 Table of Contents Our clients could delay, reduce or cancel their service contracts with us on short notice, which may lead to lower than expected demand and revenues.
If any of our significant clients were to terminate their contracts or fail to contract for our services in the future because they are acquired, alter their exploration or development strategy, experience financial difficulties or for any other reason, our results of operations could be materially adversely affected.
If competitive pressures were to become such that our suppliers would no longer sell to us, we would not be able to easily replace the technology with equipment that communicates effectively with our existing technology, thereby impairing our ability to conduct our business. 11 Table of Contents We are dependent on our management team and key employees, and inability to retain our current team or attract new employees could harm our business.
If competitive pressures were to become such that our suppliers would no longer sell to us, we would not be able to easily replace the technology with equipment that communicates effectively with our existing technology, thereby impairing our ability to conduct our business.
In addition, any adverse change in the terms of our suppliers’ arrangements could affect our results of operations. Some of our suppliers may also be our competitors.
Any delay in obtaining equipment could delay our deployment of additional crews and restrict the productivity of existing crews, adversely affecting our business and results of operations. In addition, any adverse change in the terms of our suppliers’ arrangements could affect our results of operations. Some of our suppliers may also be our competitors.
New laws or regulations focused on GHG emissions or that otherwise seek to address climate change may negatively affect us, our suppliers and our clients.
States may impose more stringent standards for GHG and the cost of compliance continues to change as the state programs evolve. New federal or state laws or regulations focused on GHG emissions or that otherwise seek to address climate change may negatively affect us, our suppliers and our clients.
Since our crews are mobile, equipment and personnel are subject to vehicular accidents. We use diesel fuel which is classified by the U.S. Department of Transportation as a hazardous material. These risks could cause us to experience equipment losses, injuries to our personnel and interruptions in our business.
In addition, our crews often operate in areas where the risk of wildfires is present and may be increased by our activities. Since our crews are mobile, equipment and personnel are subject to vehicular accidents. We use diesel fuel which is classified by the U.S. Department of Transportation as a hazardous material.
Three states (New York, Maryland and Vermont) have banned the use of high-volume hydraulic fracturing. In addition to state laws, some local municipalities have adopted or are considering adopting land use restrictions, such as city ordinances, that may restrict or prohibit the performance of well drilling in general or hydraulic fracturing in particular.
In addition to state laws, some local municipalities have adopted or are considering adopting land use restrictions, such as city ordinances, that may restrict or prohibit the performance of well drilling in general or hydraulic fracturing in particular. There have also been certain governmental reviews that focus on deep shale and other formation completion and production practices, including hydraulic fracturing.
Our continued success depends upon attracting and retaining highly skilled professionals and other technical personnel. A number of our employees are highly skilled scientists and highly trained technicians.
We are dependent on our management team and key employees, and inability to retain our current team or attract new employees could harm our business. Our continued success depends upon attracting and retaining highly skilled professionals and other technical personnel. A number of our employees are highly skilled scientists and highly trained technicians.
Delays due to operational disruptions such as equipment losses, personnel injuries and business interruptions could adversely affect our profitability and results of operations. Loss of our information and computer systems could adversely affect our business. We are heavily dependent on our information systems and computer-based programs, including our seismic information, electronic data processing and accounting data.
These risks could cause us to experience equipment losses, injuries to our personnel and interruptions in our business. Delays due to operational disruptions such as equipment losses, personnel injuries and business interruptions could adversely affect our profitability and results of operations. Loss of our information and computer systems could adversely affect our business.
A default in payment from one of our large clients could have a material adverse effect on our operating results for the period involved. We have historically incurred net losses. We incurred net losses of $4.1 million for the year ended December 31, 2024, and $12.1 million for the year ended December 31, 2023.
Our concentration of clients may also increase our overall exposure to these credit risks. A default in payment from one of our large clients could have a material adverse effect on our operating results for the period involved. We have historically incurred net losses.
Additional regulation could materially reduce our business opportunities and revenues if our customers decrease their levels of activity in response to such regulation. Some parties also believe that there is a correlation between hydraulic fracturing and other oilfield related activities and the increased occurrence of seismic activity. When caused by human activity, such seismic activity is called induced seismicity.
Some parties also believe that there is a correlation between hydraulic fracturing and other oilfield related activities and the increased occurrence of seismic activity. When caused by human activity, such seismic activity is called induced seismicity. The extent of this correlation, if any, is the subject of studies of both state and federal agencies.
These and other ongoing or proposed studies could spur initiatives to further regulate hydraulic fracturing and other aspects of the oil and gas industry. In light of concerns about induced seismicity, some state regulatory agencies have already modified their regulations or issued orders to address induced seismicity.
In light of concerns about induced seismicity, some state regulatory agencies have already modified their regulations or issued orders to address induced seismicity.
The Nasdaq listing requirements are intended to ensure that directors who meet the independence standards are free of any conflicting interest that could influence their actions as directors. Our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the applicable Nasdaq listing requirements.
The Nasdaq listing requirements are intended to ensure that directors who meet the independence standards are free of any conflicting interest that could influence their actions as directors. To date, we have availed ourselves of the exemptions regarding the independence of our nominating committee members, and we may avail ourselves of the other permitted exemptions in the future.
From time to time, increased demand for seismic data acquisition services has decreased the available supply of new seismic equipment, resulting in extended delivery dates on orders of new equipment. Any delay in obtaining equipment could delay our deployment of additional crews and restrict the productivity of existing crews, adversely affecting our business and results of operations.
We depend on a limited number of third parties to supply us with specific seismic services and equipment. From time to time, increased demand for seismic data acquisition services has decreased the available supply of new seismic equipment, resulting in extended delivery dates on orders of new equipment.
Our business is subject to the general risks inherent in land-based seismic data acquisition activities. Our activities are often conducted in remote areas under extreme weather and other dangerous conditions, including the use of dynamite as an energy source.
Our activities are often conducted in remote areas under extreme weather and other dangerous conditions, including the use of dynamite 15 Table of Contents as an energy source. These operations are subject to risk of injury to our personnel and third parties and damage to our equipment and improvements in the areas in which we operate.
We derive a significant amount of our revenues from a relatively small number of oil and gas exploration and development companies and providers of multi-client data libraries. During the twelve months ended December 31, 2024, our two largest clients accounted for approximately 43% of our revenues.
A limited number of clients operating in a single industry account for a significant portion of our revenues, and the loss of one of these clients could adversely affect our results of operations. We derive a significant amount of our revenues from a relatively small number of oil and gas exploration and development companies and providers of multi-client data libraries.
The extent of this correlation, if any, is the subject of studies of both state and federal agencies. In addition, a number of lawsuits have been filed against other industry participants alleging damages and regulatory violations in connection with such activity.
In addition, a number of lawsuits have been filed against other industry participants alleging damages and regulatory violations in connection with such activity. These and other ongoing or proposed studies could spur initiatives to further regulate hydraulic fracturing and other aspects of the oil and gas industry.
We extend credit to our clients without requiring collateral, and a default by a client could have a material adverse effect on our operating revenues. We perform ongoing credit evaluations of our clients’ financial conditions and, generally, require no collateral from our clients.
Due to the factors discussed above, you should not expect sequential growth in our quarterly revenues and profitability. We extend credit to our clients without requiring collateral, and a default by a client could have a material adverse effect on our operating revenues.
If the oil and natural gas industry experiences a downturn, it may result in an increase in delays, reductions or cancellations by our clients. In addition, the timing of the origination and completion of projects and when projects are awarded and contracted for is also uncertain.
However, our clients can delay, reduce or cancel their service contracts with us on short notice. If the oil and natural gas industry experiences a downturn, it may result in an increase in delays, reductions or cancellations by our clients.
If our accounts receivable decrease materially for any reason, including delays, reductions or cancellations by clients or decreased demand for our services, our ability to borrow to fund operations or other obligations may be limited. Our financial results could be adversely affected by asset impairments. We periodically review our portfolio of equipment and our intangible assets for impairment.
Our financial results could be adversely affected by asset impairments. We periodically review our portfolio of equipment and our intangible assets for impairment.
As a result, any extended periods of significant downtime or low productivity caused by reduced demand, weather interruptions, equipment failures, permit delays, or other causes could result in continuing or increasing operating losses. 9 Table of Contents We have indebtedness from time to time under credit facilities with a commercial bank, and certain of our accounts receivable and a restricted IntraFi Network Deposit account are pledged as collateral for these obligations.
In addition, ongoing maintenance capital expenditures, as well as new equipment investment, can be significant. As a result, any extended periods of significant downtime or low productivity caused by reduced demand, weather interruptions, equipment failures, permit delays, or other causes could result in continuing or increasing operating losses.
Our ability to borrow may be limited if our accounts receivable decreases. From time to time, we may have indebtedness under credit facilities with a commercial bank. We maintain a restricted IntraFi Network Deposit account with our commercial bank which can be used as collateral against future borrowings.
We have indebtedness from time to time under a credit facility with Equify Financial, a related party, and certain of our accounts receivable and seismic equipment are pledged as collateral for these obligations. Our ability to borrow may be limited if our accounts receivable decreases or if Equify Financial is unable or unwilling to extend us credit.
However, future actions that require substantial reductions in carbon emissions could be costly and difficult to implement. ● The U.S. Environmental Protection Agency (the “EPA”) has promulgated a series of regulations that require monitoring and reporting of GHG emissions on an annual basis from certain sources, including some in the oil and gas industry.
However, future actions that require substantial reductions in carbon emissions could be costly and difficult to implement.
Removed
Depending on the market prices of oil and natural gas, oil and natural gas exploration and development companies may cancel or curtail their capital expenditure and drilling programs, thereby reducing demand for our services, or may become unable to pay, or have to delay payment of, amounts owed to us for our services.
Added
As a result, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the applicable Nasdaq listing requirements. 8 Table of Contents Conflicts of interest could arise between us, on the one hand, and Wilks and entities owned by or affiliated with them, on the other hand, concerning among other things, business transactions, competitive business activities or business opportunities.
Removed
It is also possible that the interests of Wilks may in some circumstances conflict with our interests and the interests of the holders of our common stock. A limited number of clients operating in a single industry account for a significant portion of our revenues, and the loss of one of these clients could adversely affect our results of operations.
Added
Conflicts of interest could arise between us, on the one hand, and Wilks and entities owned by or affiliated with them, on the other hand, concerning among other things, business transactions, competitive business activities or business opportunities. Wilks and these affiliated parties operate in the energy and oilfield services industries.
Removed
In addition, ongoing maintenance capital expenditures, as well as new equipment investment, can be significant.
Added
In the normal course of business, we have engaged in transactions with some of these companies. Furthermore, Wilks and such parties may, directly or indirectly, compete with us for investment or business opportunities.
Removed
If we are unable to repay all secured borrowings when due, whether at maturity or if declared due and payable following a default, our lenders have the right to proceed against the deposit pledged to secure the indebtedness and may liquidate the IntraFi Network Deposit account in order to repay those borrowings, which could materially harm our business, financial condition and results of operations.
Added
Wilks and such parties may also become aware, from time to time, of certain business opportunities (such as acquisition opportunities) and may direct such opportunities to other businesses in which they have invested, in which case we may not become aware of or otherwise have the ability to pursue such opportunities.
Removed
Our ability to borrow funds under our revolving line of credit is tied to the value of our collateral account with our commercial bank as well as the amount of our eligible accounts receivable.
Added
In addition, Wilks and such parties may dispose of their interests in energy or other oilfield services companies or other assets in the future, without any obligation to offer us the opportunity to purchase any of those interests or assets. We have entered into a revolving credit note with Equify Financial, as lender.
Removed
We rely on a limited number of key suppliers for specific seismic services and equipment. We depend on a limited number of third parties to supply us with specific seismic services and equipment.
Added
Affiliates of Wilks collectively hold controlling interests in both us and Equify. For more information, see “-- We have indebtedness from time to time under a credit facility with Equify Financial, a related party, and certain of our accounts receivable and seismic equipment are pledged as collateral for these obligations.
Removed
These operations are subject to risk of injury to our personnel and third parties and damage to our equipment and improvements in the areas in which we operate. In addition, our crews often operate in areas where the risk of wildfires is present and may be increased by our activities.
Added
Our ability to borrow may be limited if our accounts receivable decreases or if Equify Financial is unable or unwilling to extend us credit .” In any of these matters, the interests of Wilks and their affiliates and other businesses owned by or affiliated with them may differ or conflict with the interests of our other shareholders.
Removed
While these rules do not control GHG emission levels from any facilities, they can cause covered facilities to incur monitoring and reporting costs. Moreover, lawsuits have been filed seeking to require individual companies to reduce GHG emissions from their operations.
Added
Any actual or perceived conflicts of interest with respect to the foregoing could have an adverse impact on the market price of our common stock.
Removed
These and other lawsuits relating to GHG emissions may result in decisions by state and federal courts and agencies that could impact our operations.
Added
We are in discussion with Wilks regarding one or more transactions involving assets owned by Wilks and/or certain of its affiliates, which may include, among other things, asset contributions or sales, a business combination transaction or other similar transactions. Such discussions may or may not result in a completed transaction.
Removed
Additionally, in March 2024, the EPA issued final standards under the Clean Air Act to sharply reduce methane emissions and other harmful air pollution from new and existing oil and gas operations. ● The Inflation Reduction Act of 2022 establishes a charge on methane emissions above certain limits from the same facilities. ● On March 21, 2022, the SEC proposed new rules relating to the disclosure of a range of climate-related risks, and the final rules were adopted in March 2024.
Added
The uncertainty surrounding the outcome of any such transaction process could materially and adversely impact our business operations, interfere with our ability to attract and retain personnel, result in the incurrence of significant expenses and cause our stock price to be subject to significant fluctuation or otherwise be adversely impacted.
Removed
Although the climate-related disclosure rules have been stayed by the SEC pending litigation challenging the rules, if the rules are implemented, we may incur increased costs relating to the assessment and disclosure of climate-related risks. ● The U.S. has historically been actively involved in the United Nations Conference on Climate Change in Paris, which led to the creation of the Paris Agreement.
Added
We have been in discussion with Wilks and certain of its affiliates with respect to one or more transactions involving assets owned by Wilks and/or certain of its affiliates, which may include, among other things, asset contributions or sales, a business combination transaction or other similar transactions.
Removed
However, on January 20, 2025, President Trump signed an executive order to withdraw the U.S. from the Paris Agreement, marking a significant shift in U.S. climate policy.
Added
There is no guarantee that we will enter into a definitive agreement with any such parties regarding any such transaction. The terms of any potential agreement between us and Wilks, and/or any of its affiliates, would be contingent on certain conditions, including completion of due diligence and the negotiation of definitive transaction documents.
Removed
It remains unclear what further actions President Trump may take with respect to domestic and international programs and initiatives, what support the Trump administration would have for any potential changes to such legislative programs and initiatives in the U.N. or Congress and what the impact of any such changes might be.
Added
Our Board of Directors has formed a special committee of independent directors (the “Special Committee”) to evaluate, negotiate and make recommendation to the Board regarding any such transaction with Wilks and/or its affiliates, including whether to pursue or decline to pursue any proposed transaction.
Removed
There have also been certain governmental reviews that focus on deep shale and other formation completion and production practices, including hydraulic fracturing. Governments may continue to study hydraulic fracturing.
Added
The Special Committee has the authority to retain its own independent legal and financial advisors in connection with its evaluation of any such transaction. The Special Committee is not obligated to recommend any transaction and may determine that no transaction is in the best interests of the Company and its unaffiliated stockholders.
Added
There can be no assurance that that such discussions will eventually lead to a binding offer, that the Special Committee or the Company will pursue a definitive transaction with respect to such discussions or any other potential transaction, or that any transaction will eventually be consummated.
Added
Even if definitive transaction documents are executed, a transaction may not be completed if pre-closing matters such as regulatory approvals, due diligence and other conditions are not completed satisfactorily or within specified time frames.
Added
To the extent the trading price of the Company’s common stock reflects a market assumption that a transaction will be completed, the Company’s stock price could be adversely impacted if definitive transaction documents are not executed or a transaction does not take place.
Added
Uncertainty surrounding the outcome associated with such discussions subjects us to a number of other risks during this time. The Board’s and management’s attention could be diverted from 9 Table of Contents normal business operations to focus on the potential transaction, or other potential transactions.
Added
Further, we have and may continue to incur significant expenses, including advisory and legal costs, related to such discussions. Such costs have and may continue to adversely impact our financial results. The potential for a transaction may also interfere with our ability to attract and retain key personnel, who may be uncertain about their future roles.
Added
The commencement of litigation regarding such discussions, or any other potential transaction, also would likely have an adverse effect on the market price of our shares of common stock. We may pursue acquisitions or other strategic relationships that involve inherent risks, any of which may cause us to not realize anticipated benefits.
Added
We may pursue acquisitions of businesses and other business combinations that we expect will complement and expand our business and also pursue other strategic relationships or opportunities. We may not be able to successfully identify suitable acquisition or other strategic opportunities or complete any particular acquisition, combination, or other transaction on acceptable terms.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

3 edited+1 added−0 removed12 unchanged
Biggest changeIn addition to our internal cybersecurity capabilities, we also at times engage assessors, auditors, or other third parties to assist with the assessment, identification, and management of cybersecurity risks. Our Board has the primary responsibility to oversee cybersecurity matters. The Board periodically reviews the measures implemented by the Company to identify and mitigate risks from cybersecurity threats.
Biggest changeIn addition to our internal cybersecurity capabilities, we also at times engage assessors, auditors, or other third parties to assist with the assessment, identification, and management of cybersecurity risks. 18 Table of Contents Our Board has the primary responsibility to oversee cybersecurity matters.
The Vice President of Corporate Strategy and Planning at times attends meetings of the Board to report on any material developments to our risk management practices, including our cybersecurity program. 15 Table of Contents The Vice President of Corporate Strategy and Planning meets regularly with members of our Information Technology team, whose responsibilities are dedicated solely to cybersecurity matters.
The Vice President of Corporate Strategy and Planning at times attends meetings of the Board to report on any material developments to our risk management practices, including our cybersecurity program. The Vice President of Corporate Strategy and Planning meets regularly with members of our Information Technology team, whose responsibilities are dedicated solely to cybersecurity matters.
Our Information Technology team also works with our Vice President – General Counsel to oversee compliance with legal, regulatory and contractual cybersecurity requirements. Our cybersecurity processes include automated tools and technical safeguards managed and monitored by our Information Technology team. We regularly conduct vulnerability testing and security audits.
Our Information Technology team also works with our contracted outside counsel to oversee compliance with legal, regulatory and contractual cybersecurity requirements. Our cybersecurity processes include automated tools and technical safeguards managed and monitored by our Information Technology team. We regularly conduct vulnerability testing and security audits.
Added
The Board periodically reviews the measures implemented by the Company to identify and mitigate risks from cybersecurity threats.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed3 unchanged
Biggest changeWe believe that our existing facilities are being appropriately utilized and are well maintained, suitable for their intended use, and adequate to meet our current and future operating requirements. 16 Table of Contents
Biggest changeWe believe that our existing facilities are being appropriately utilized and are well maintained, suitable for their intended use, and adequate to meet our current and future operating requirements.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed0 unchanged
Biggest changeItem 3. LEGAL PROCEEDINGS For a discussion of certain contingencies and legal proceedings affecting the Company, please refer to “Note 16, Commitments and Contingencies” in the Notes to the Consolidated Financial Statements, which is incorporated by reference herein. ​ Item 4. MINE SAFETY DISCLOSURES Not applicable. Part II
Biggest changeItem 3. LEGAL PROCEEDINGS For a discussion of certain contingencies and legal proceedings affecting the Company, please refer to “Note 16, Commitments and Contingencies” in the Notes to the Consolidated Financial Statements, which is incorporated by reference herein. ​ Item 4. MINE SAFETY DISCLOSURES Not applicable. 19 Table of Contents Part II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+0 added−0 removed2 unchanged
Biggest changeThe table below represents the high and low sales prices per share for the periods shown. ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended High Low March 31, 2023 ​ $ 2.06 ​ $ 1.28 ​ June 30, 2023 ​ $ 2.25 ​ $ 1.55 ​ September 30, 2023 ​ $ 2.65 ​ $ 1.45 ​ December 31, 2023 ​ $ 2.48 ​ $ 1.36 ​ March 31, 2024 ​ $ 1.83 ​ $ 1.27 ​ June 30, 2024 ​ $ 2.22 ​ $ 1.27 ​ September 30, 2024 ​ $ 2.10 ​ $ 1.36 ​ December 31, 2024 ​ $ 1.82 ​ $ 1.30 ​ As of March 31, 2025, the market price for our common stock was $1.23 per share.
Biggest changeThe table below represents the high and low sales prices per share for the periods shown. ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ High ​ ​ ​ Low March 31, 2024 ​ $ 1.83 ​ $ 1.27 ​ June 30, 2024 ​ $ 2.22 ​ $ 1.27 ​ September 30, 2024 ​ $ 2.10 ​ $ 1.36 ​ December 31, 2024 ​ $ 1.82 ​ $ 1.30 ​ March 31, 2025 ​ $ 1.57 ​ $ 1.14 ​ June 30, 2025 ​ $ 5.54 ​ $ 1.08 ​ September 30, 2025 ​ $ 2.08 ​ $ 1.26 ​ December 31, 2025 ​ $ 2.35 ​ $ 1.50 ​ As of March 27, 2026, the market price for our common stock was $3.25 per share.
Payment of any dividends in the future will be at the discretion of our board. There are currently no restrictions prohibiting us from paying dividends to our shareholders. No dividends were paid in 2023. Item 6. [RESERVED] ​
Payment of any dividends in the future will be at the discretion of our board. There are currently no restrictions prohibiting us from paying dividends to our shareholders. Item 6. [RESERVED] ​
On March 28, 2024, t he Company’s Board of Directors declared a special cash dividend on the company’s common stock of $0.32 per share, payable 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.
No dividends were paid in 2025. On March 28, 2024, t he Company’s Board of Directors declared a special cash dividend on the company’s common stock of $0.32 per share, payable 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.
Item 5. MARKET FOR OUR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Our common stock trades on the NASDAQ under the symbol “DWSN.” As of March 31, 2025, we had 198 holders of record of our common stock.
Item 5. MARKET FOR OUR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Our common stock trades on the NASDAQ under the symbol “DWSN.” As of March 27, 2026, we had 165 holders of record of our common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

41 edited+26 added−32 removed26 unchanged
Biggest changeNet 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) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 US ​ 2024 CA ​ 2024 Consol. ​ 2023 US ​ 2023 CA ​ 2023 Consol.
Biggest changeNet cash provided by (used in) operating activities $ 7,694 ​ $ 6,283 ​ $ 13,977 ​ $ (2,821) ​ $ 955 ​ $ (1,866) Changes in working capital and other items ​ (5,512) ​ ​ (3,079) ​ ​ (8,591) ​ ​ 3,928 ​ ​ 1,023 ​ ​ 4,951 Non-cash adjustments to net (loss) income ​ (1,004) ​ ​ (228) ​ ​ (1,232) ​ ​ (1,401) ​ ​ (209) ​ ​ (1,610) EBITDA ​ 1,178 ​ ​ 2,976 ​ ​ 4,154 ​ ​ (294) ​ ​ 1,769 ​ ​ 1,475 Strategic transaction costs ​ 528 ​ ​ — ​ ​ 528 ​ ​ — ​ ​ — ​ ​ — Severance expense ​ — ​ ​ — ​ ​ — ​ ​ 486 ​ ​ — ​ ​ 486 Adjusted EBITDA $ 1,706 ​ $ 2,976 ​ $ 4,682 ​ $ 192 ​ $ 1,769 ​ $ 1,961 23 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2025 US ​ 2025 CA ​ 2025 Consol. ​ 2024 US ​ 2024 CA ​ 2024 Consol.
In addition, our 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 us. Further, the results presented by Adjusted EBITDA cannot be achieved without incurring the costs that the measure excludes: interest, taxes, and depreciation and amortization.
In addition, our Adjusted EBITDA may not be comparable to Adjusted EBITDA or similarly titled measures utilized by other companies because other companies may not calculate Adjusted EBITDA in the same manner as us. Further, the results presented by Adjusted EBITDA cannot be achieved without incurring the costs that the measure excludes: interest, taxes, and depreciation and amortization.
The majority of our revenues were derived from turnkey contracts for the years ending December 31, 2024, and 2023. While turnkey contracts allow us to capitalize on improved crew productivity, we also bear more risk related to crew downtime or other operational delays.
The majority of our revenues were derived from turnkey contracts for the years ending December 31, 2025, and 2024. While turnkey contracts allow us to capitalize on improved crew productivity, we also bear more risk related to crew downtime or other operational delays.
The reconciliation of our Adjusted EBITDA to our net cash (used in) provided by operating activities and net (loss) income, which are the most directly comparable GAAP financial measures, are provided in the following tables (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 US ​ 2024 CA ​ 2024 Consol. ​ 2023 US ​ 2023 CA ​ 2023 Consol.
The reconciliation of our Adjusted EBITDA to our net cash (used in) provided by operating activities and net (loss) income, which are the most directly comparable GAAP financial measures, are provided in the following tables (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2025 US ​ 2025 CA ​ 2025 Consol. ​ 2024 US ​ 2024 CA ​ 2024 Consol.
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.
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 20 Table of Contents services and our results of operations, and such fluctuations continue to be the single most important factor affecting our business and results of operations.
Our methodology for recording income taxes requires judgment regarding assumptions and the use of estimates, including determining our annual effective tax rate and the valuation of deferred tax assets, which can create a variance between actual results and 22 Table of Contents estimates and could have a material impact on our provision or benefit for income taxes.
Our methodology for recording income taxes requires judgment regarding assumptions and the use of estimates, including determining our annual effective tax rate and the valuation of deferred tax assets, which can create a variance between actual results and estimates and could have a material impact on our provision or benefit for income taxes.
Due to recent operating losses and valuation allowances, we may recognize reduced or no tax benefits on future losses on the Consolidated Statements of Operations and Comprehensive Loss. Our effective tax rates differ from the statutory federal rate of 21% for certain items such as state and local taxes, valuation allowances, and non-deductible expenses. Critical Accounting Policies Revenue Recognition.
Due to recent operating losses and valuation allowances, we may recognize reduced or no tax benefits on future losses on the Consolidated Statements of Operations and Comprehensive Loss. Our effective tax rates differ from the statutory federal rate of 21% for certain items such as state and local taxes, valuation allowances, and non-deductible expenses.
The revenue for both segments is generated by the same 18 Table of Contents services, which utilize the same type of equipment and personnel. The performance of our segments is evaluated primarily on Adjusted EBITDA.
The revenue for both segments is generated by the same services, which utilize the same type of equipment and personnel. The performance of our segments is evaluated primarily on Adjusted EBITDA.
Off-Balance Sheet Arrangements As of December 31, 2024, we had no off-balance sheet arrangements.
Off-Balance Sheet Arrangements As of December 31, 2025, we had no off-balance sheet arrangements.
Because the fair value of these assets collectively exceeded the carrying value of the asset group, no impairment charges were recognized for the year ended December 31, 2024 or 2023. Income Taxes.
Because the fair value of these assets collectively exceeded the carrying value of the asset group, no impairment charges were recognized for the year ended December 31, 2024. No impairment test was required during the year ended December 31, 2025. Income Taxes.
Recently, we have funded some of our capital expenditures through finance leases and equipment term loans. From time to time in the past, we have also funded our capital expenditures and other financing needs through public equity offerings. We believe that our capital resources, including our cash and cash flow from operations are sufficient to meet our operational needs.
From time to time in the past, we have also funded our capital expenditures and other financing needs through public equity offerings. We believe that our capital resources, including our cash and cash flow from operations are sufficient to meet our operational needs. Equify Credit Facility.
General and Administrative Expenses. General and administrative expenses decreased 25% to $9.5 million for the year ended December 31, 2024, compared to $12.6 million for the same period of 2023.
General and administrative expenses decreased 9% to $9.0 million for the year ended December 31, 2025, compared to $9.9 million for the same period of 2024.
We incurred net losses of $4.1 million for the year ended December 31, 2024, and $12.1 million for the year ended December 31, 2023. As of December 31, 2024, we had $1.4 million in cash, and a positive working capital balance of $4.6 million.
We incurred net losses of $1.9 million for the year ended December 31, 2025, and $4.1 million for the year ended December 31, 2024. As of December 31, 2025, we had $4.9 million in cash, and a negative working capital balance of $5.0 million.
The following table shows our sources and uses of cash (in thousands) for the years ended December 31, 2024 and 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 2023 Net cash (used in) provided by: ​ ​ ​ ​ ​ ​ ​ Operating activities ​ $ (1,866) ​ $ 814 ​ Investing activities ​ (735) ​ (4,504) ​ Financing activities ​ (11,563) ​ (4,204) ​ Effect of exchange rate changes on cash, cash equivalents and restricted cash ​ (223) ​ 63 ​ Net change in cash and cash equivalents and restricted cash ​ $ (14,387) ​ $ (7,831) ​ Year Ended December 31, 2024 versus Year Ended December 31, 2023 Net cash used in operating activities was $1.9 million for the year ended December 31, 2024, and net cash provided by operating activities was $814,000 for the same period of 2023.
The following table shows our sources and uses of cash (in thousands) for the years ended December 31, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Net cash provided by (used in): ​ ​ ​ ​ ​ ​ ​ Operating activities ​ $ 13,977 ​ $ (1,866) ​ Investing activities ​ (6,733) ​ (735) ​ Financing activities ​ (3,683) ​ (11,563) ​ Effect of exchange rate changes on cash, cash equivalents and restricted cash ​ (39) ​ (223) ​ Net change in cash and cash equivalents and restricted cash ​ $ 3,522 ​ $ (14,387) ​ Year Ended December 31, 2025 versus Year Ended December 31, 2024 Net cash provided by operating activities was $14.0 million for the year ended December 31, 2025, and net cash used in operating activities was $1.9 million for the same period of 2024.
We believe that our capital resources, including our cash 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 and borrowings from commercial lenders.
We believe that we will be able to finance our 2026 capital expenditures through cash flow from operations and borrowings from commercial lenders.
Portions of this document that are not statements of historical or current fact are forward-looking statements that involve risk and uncertainties, such as statements of our plans, business strategy, objectives, expectations and intentions. This discussion contains forward-looking statements that involve risks and uncertainties.
Portions of this document that are not statements of historical or current fact are forward-looking statements that involve risk and uncertainties, such as statements of our plans, business strategy, objectives, expectations and intentions. This discussion contains forward-looking statements that involve risks and uncertainties. Please see “Business,” “Disclosure Regarding Forward-Looking Statements” and “Risk Factors” elsewhere in this Form 10-K.
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.
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.
Net cash used in financing activities was $11.6 million for the year ended December 31, 2024, and includes dividend payment of approximately $9.9 million, principal payments of $947,000 on our notes and $680,000 on our finance leases.
Net cash used in financing activities was $11.6 million for the year ended December 31, 2024, and includes dividend payment of approximately $9.9 million, principal payments of $947,000 on our notes and $680,000 on our finance leases. We continually strive to supply our clients with technologically advanced 3-D data acquisition recording services and data processing capabilities.
Net cash used in financing activities was $4.2 million for the year ended December 31, 2023, and includes principal payments of $896,000 on our notes and $253,000 on our finance leases and outflows of $3.1 million associated with the acquisition of Breckenridge assets.
Net cash used in financing activities was $3.7 million for the year ended December 31, 2025, and includes principal payments of $2.7 million on our notes and $934,000 on our finance leases.
The decrease in operating expenses was mainly due to increased operational efficiencies at the crew level. 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.
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.
Acquisition revenues for the year ended December 31, 2024, were $40.7 million compared to $49.0 million for the same period of 2023. The decrease in revenues for the year ended December 31, 2024, compared to the same period of 2023 was primarily a result of decreased demand for our services. Canadian Fee Revenues.
Results of Operations Year Ended December 31, 2025 versus Year Ended December 31, 2024 U.S. Fee Revenues. Fee revenues for the year ended December 31, 2025, were $46.3 million compared to $40.7 million for the same period of 2024. The increase in revenues was primarily a result of increased demand for our services. Canadian Fee Revenues.
Net cash used in investing activities was $4.5 million for the year ended December 31, 2023, and includes cash capital expenditures of $3.7 million and cash acquisition of short–term investments of $1.0 million associated with the acquisition of Breckenridge Geophysical, LLC (“Breckenridge”) assets, offset by $217,000 in proceeds from the disposal of assets.
Net cash used in investing activities was $6.7 million for the year ended December 31, 2025, and includes cash capital expenditures of $6.8 million and acquisitions of short-term investments of $370,000, offset by $468,000 in proceeds from the disposal of assets.
The increase in revenues for the year ended December 31, 2024, compared to the same period of 2023 was primarily a result of a slight increase in demand for our services in Canada, and utilization of single node channels in our operations. Total Revenues.
Fee revenues for the year ended December 31, 2025, were $15.5 million compared to $12.7 million for the same period of 2024. The increase in revenues was primarily a result of increased demand for our services in Canada. Total Revenues.
We believe that our cash flows from operations, and our current financial position are adequate to fund our continued operations for the next 12 months. Capital Resources . Historically, we have primarily relied on cash generated from operations, cash reserves and borrowings from commercial banks to fund our working capital requirements and, to some extent, our capital expenditures.
We believe that our cash flows from operations, and our current financial position are adequate to fund our continued operations and meet our obligations for the next 12 months. Capital Resources .
We define 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 charges, such as severance expenses. Results of Operations Year Ended December 31, 2024 versus Year Ended December 31, 2023 U.S. Fee Revenues.
We define Adjusted EBITDA as our net income (loss), before (i) interest expense, net, (ii) income 21 Table of Contents tax expense or benefit, (iii) depreciation and amortization and (iv) (iv) non-recurring and other charges, such as strategic transaction expenses or severance expenses.
Revenue for the year ended December 31. 2024, were $74.2 million compared to $96.8 million for the same period of 2023. Total revenues included a decrease of $14.7 million in reimbursable revenues. U.S. Fee Operating Expenses. Acquisition expenses for the year ended December 31, 2024, decreased to $32.8 million compared to $39.9 million for the same period of 2023.
Revenues for the year ended December 31, 2025, were $75.6 million compared to $74.2 million for the same period of 2024. U.S. Fee Operating Expenses. Fee operating expenses for the year ended December 31, 2025, increased to $37.7 million compared to $32.8 million for the same period of 2024. Acquisition expenses remained approximately 80% of revenues in 2024 and 2025.
Our depreciation expense is expected to remain flat or decline slightly during 2025 primarily due to limited capital expenditures to maintain our existing asset base. Our total operating costs for the year ended December 31, 2024 were $78.7 million, representing a 28% decrease from the corresponding period of 2023. This change was primarily due to the factors described above.
Our total operating costs for the year ended December 31, 2025 were $77.2 million, representing a 2% decrease from the corresponding period of 2024. This change was primarily due to the factors described above. Income Tax (expense) benefit. Income tax expense was $6,000 for the year ended December 31, 2025, compared to $7,000 for the same period of 2024.
We anticipate general and administrative expenses to continue to decrease in 2025 due to continued focus on maintaining an efficient and cost-effective administrative structure. Severance Expenses. For the year ended December 31, 2024, we recorded severance expenses of $0.5 million in connection with the termination of a portion of our workforce.
General and administrative expenses did not include any severance expenses for the year ended December 31, 2025, though we did record $0.5 million of severance expenses for the same period of 2024 in connection with the termination of a portion of our workforce.
Historically, cash generated from our operations along with cash reserves and borrowings from commercial banks have been sufficient to fund our working capital requirements and, to some extent, our capital expenditures. 20 Table of Contents Cash Flows.
Historically, we have primarily relied on cash generated from operations, cash reserves and borrowings from commercial banks to fund our working capital requirements and, to some extent, our capital expenditures. Recently, we have funded some of our capital expenditures through finance leases and equipment term loans.
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) Liquidity and Capital Resources Introduction.
Net (loss) income $ (4,082) ​ $ 2,141 ​ $ (1,941) ​ $ (4,907) ​ $ 788 ​ $ (4,119) Depreciation and amortization ​ 4,859 ​ ​ 811 ​ ​ 5,670 ​ ​ 4,752 ​ ​ 984 ​ ​ 5,736 Interest expense (income), net ​ 395 ​ ​ 24 ​ ​ 419 ​ ​ (146) ​ ​ (3) ​ ​ (149) Income tax expense ​ 6 ​ ​ — ​ ​ 6 ​ ​ 7 ​ ​ — ​ ​ 7 EBITDA ​ 1,178 ​ ​ 2,976 ​ ​ 4,154 ​ ​ (294) ​ ​ 1,769 ​ ​ 1,475 Strategic transaction costs ​ 528 ​ ​ — ​ ​ 528 ​ ​ — ​ ​ — ​ ​ — Severance expense ​ — ​ ​ — ​ ​ — ​ ​ 486 ​ ​ — ​ ​ 486 Adjusted EBITDA $ 1,706 ​ $ 2,976 ​ $ 4,682 ​ $ 192 ​ $ 1,769 ​ $ 1,961 Liquidity and Capital Resources Introduction.
We continually strive to supply our clients with technologically advanced 3-D data acquisition recording services and data processing capabilities. We maintain equipment in and out of service in anticipation of increased future demand for our services. Risks and Uncertainties.
We maintain equipment in and out of service in anticipation of increased future demand for our services. 24 Table of Contents Risks and Uncertainties.
Depreciation for the year ended December 31, 2024, was $5.7 million compared to $8.5 million for the same period of 2023. The decrease in depreciation expense is a result of limiting capital expenditures to necessary maintenance capital requirements in recent years.
We anticipate general and administrative expenses to remain similar to 2025 during 2026, excluding additional strategic transaction costs. 22 Table of Contents Depreciation Expense. Depreciation for the years ended December 31, 2025 and 2024, was $5.7 million. The stability of our depreciation expense is a result of limiting capital expenditures to necessary maintenance capital requirements in recent years.
As of December 31, 2024, we have one 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 Consolidated Balance Sheet as of December 31, 2024 includes finance leases of $2.4 million. Contractual Obligations.
The letter of credit is secured by a certificate of deposit with First Financial Bank. Other Indebtedness. As of December 31, 2025, we have two notes payable to a finance company for various insurance premiums totaling $258,000. In addition, we lease certain seismic recording equipment and vehicles under leases classified as finance leases.
Acquisition expenses for the year ended December 31, 2024, decreased to $9.5 million compared to $11.6 million for the same period of 2023. Acquisition expenses decreased from 94% of revenues to 75% of revenues due to utilization of single node channels in our operations and higher channel count jobs in 2024.
Acquisition expenses decreased from 75% of revenues to 72% of revenues due to utilization of single node channels in our operations and higher channel count jobs in 2025. The increase in operating expenses was mainly due to increased demand for our services. Reimbursable Revenues and Costs .
Our effective tax rates differ from the statutory federal rate of 21% for certain items such as state and local taxes, valuation allowances, and non-deductible expenses. 19 Table of Contents Use of Adjusted EBITDA (Non-GAAP measure) We define Adjusted EBITDA as net income (loss) plus interest expense, interest income, income taxes, depreciation and amortization expense and severance expenses.
The effective tax rates for the years ended December 31, 2025, and 2024 were approximately -0.3% and -0.2%, respectively. Our effective tax rates differ from the statutory federal rate of 21% for certain items such as state and local taxes, valuation allowances, and non-deductible expenses.
Unless the context requires otherwise, all references in this Item 7 to the “Company,” “we,” “us” or “our” refer to Dawson Geophysical Company and its consolidated subsidiaries. Overview We are a leading provider of North American onshore seismic data acquisition services with operations throughout the continental U.S. and Canada.
You should read this discussion in conjunction with the financial statements and notes thereto included elsewhere in this Form 10-K. Unless the context requires otherwise, all references in this Item 7 to the “Company,” “we,” “us” or “our” refer to Dawson Geophysical Company and its consolidated subsidiaries.
In 2023, cash provided by operating activities included receipt of $3 million from an employee retention credit under the Coronavirus Aid, Relief, and Economic Security Act (“the CARES Act”). The decrease in cash provided by operating activities to cash used in operating activities was primarily due to changes in operating assets and liabilities.
The increase in cash provided by operating activities to cash used in operating activities was primarily due to an increase in revenue, improved margins and changes in operating assets and liabilities.
We had two crews operating throughout the fourth quarter in the United States and resumed our seasonal operations in Canada. High crew utilization in the fourth quarter resulted in improved margins and profitability. In the first quarter, we started the year with two crews in the US and continued to keep our crews highly utilized in Canada.
The Company had one large channel crew and three smaller channel crews operating in the fourth quarter in the United States and into the first quarter of 2026. High crew utilization in the fourth quarter resulted in improved margins and profitability, and we expect an increase in utilization and revenue in the first quarter of 2026.
Acquisition expenses decreased from 81% of revenues in 2023 to 80% of revenues due to cost reduction initiatives throughout the year. The decrease in operating expenses was due to an overall decrease in crew production and utilization and to cost reduction initiatives. Canadian Fee Operating Expenses.
The increase in operating expenses was due to an overall increase in crew production and utilization. Canadian Fee Operating Expenses. Fee operating expenses for the year ended December 31, 2025 increased to $11.1 million compared to $9.5 million for the same period of 2024.
On May 2, 2024, the collateral deposit of $5 million was released and the Loan Agreement was terminated. Dominion Letters of Credit. As of December 31, 2024, we have no outstanding letters of credit. Our previously issued letter of credit in the amount of $265,000 was not renewed on August 9, 2024. Other Indebtedness.
As of December 31, 2025, there were no outstanding draws on this line of credit and the amount available to borrow was approximately $4.9 million. Letters of Credit. As of December 31, 2025, we have one letter of credit in the amount of $370,000 to support our insurance policies.
The primary factors for the decrease in general and administrative expenses are related to continued cost management and streamlining procedures as well as cost savings related to changes to the executive personnel during the fourth quarter of 2023.
General and administrative expenses in 2025 included $528,000 in strategic transaction costs related to a potential transaction(s) with our largest shareholder, Wilks Brothers, LLC, and/or any of its affiliates, as described above under “Discussions with Controlling Stockholder.” The primary factors for the decrease in general and administrative expenses are related to continued cost management and streamlining procedures.
Removed
Please see “Business,” “Disclosure Regarding Forward-Looking Statements” and “Risk Factors” elsewhere in this Form 10-K. 17 Table of Contents You should read this discussion in conjunction with the financial statements and notes thereto included elsewhere in this Form 10-K.
Added
We resumed our Canadian operations in the fourth quarter of 2025 with two crews and moved into the first quarter of 2026 with three large channel count crews. We anticipate our Canadian operations to have a successful first quarter.
Removed
We have a strong backlog of projects through the end of the second quarter of 2025. In the fourth quarter of 2024, we began testing new single node channels from multiple vendors, which have improved our team’s efficiency and margins.
Added
In August 2025, Dawson Operating LLC (“Dawson Operating”), a wholly-owned subsidiary of Dawson Geophysical Company, entered into an equipment purchase agreement with GTC, Inc.
Removed
We are still evaluating our options to upgrade to these single node channels based on the results of our field operations and market conditions.
Added
(“GTC”), a wholly-owned subsidiary of Geospace Technologies Corporation (“Geospace”), pursuant to which, among other things, Dawson Operating agreed to acquire new single point node channels from GTC for an aggregate purchase price of approximately $24.2 million (the “Equipment Purchase Agreement”) subject to the terms and conditions thereof.
Removed
Acquisition revenues for the year ended December 31, 2024, were $12.7 million compared to $12.4 million for the same period of 2023.
Added
The Company paid cash of approximately $4.8 million upon execution of the Equipment Purchase Agreement, agreed to pay approximately $1.2 million in cash upon final delivery, and agreed to finance approximately $18.2 million through separate promissory notes to be issued in connection with each delivery of equipment (each, a “Geospace Note” and collectively, the “Geospace Notes”).
Removed
In December 2023, we recorded severance expenses of $2.2 million in connection with the termination of the Company’s (i) President and Chief Executive Officer, (ii) Chief Financial Officer, Executive Vice President, Secretary and Treasurer and (iii) Chief Operating Officer and Executive Vice President. Depreciation Expense.
Added
Each Geospace Note is payable by Dawson Geophysical Company and Dawson Operating, jointly and severally, to GTC. The Geospace Notes will each have a term of 36 months, bear a fixed interest rate of 8.75% annually and may be prepaid in whole or in part at any time without penalty.
Removed
Income Tax (expense) benefit. Income tax expense was $7,000 for the year ended December 31, 2024, compared to income tax benefit of $96,000 for the same period of 2023. The effective tax rates for the years ended December 31, 2024, and 2023 were approximately -0.2% and 0.8%, respectively.
Added
As of December 31, 2025, we have taken delivery of $20.9 million of equipment and issued five Geospace Notes with an aggregate principal of approximately $15.5 million. We have observed significant demand for this new equipment from our customers during 2025, and into the first half of 2026.
Removed
Dominion Credit Facility. On September 30, 2019, we entered into a Loan and Security Agreement with Dominion Bank, a Texas state bank (“Dominion Bank”).
Added
Discussions with Controlling Stockholder As of December 31, 2025, Wilks Brothers, LLC (“Wilks”) and its affiliates control approximately 80% of our common stock.
Removed
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 21 Table of Contents Agreement, the “Loan Agreement”).
Added
We have been in discussion with Wilks and certain of its affiliates with respect to one or more transactions involving assets owned by Wilks and/or certain of its affiliates, which may include, among other things, asset contributions or sales, a business combination transaction or other similar transactions.
Removed
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 were secured by a Certificate of Deposit with Dominion Bank for $5 million (the “Deposit”) in our collateral account.
Added
In connection with these discussions, we incurred $528,000 in expenses in the fourth quarter of 2025, which is included in general and administrative expense in our consolidated statement of operations for the year ended December 31, 2025. There is no guarantee that we will enter into a definitive agreement with any such parties regarding any such transaction.
Removed
Our services are provided under cancelable service contracts which usually have an original expected duration of one year or less. These contracts are either turnkey or term agreements. Under both types of agreements, we recognize revenue as the services are performed.
Added
The terms of any potential agreement between us and Wilks, and/or any of its affiliates, would be contingent on certain conditions, including completion of due diligence and the negotiation of definitive transaction documents.
Removed
Revenue is generally recognized based on receiver layout and pickup compared to total number of receivers anticipated to be recorded on the survey using the total estimated revenue for the service contract.
Added
Our Board of Directors has formed a special committee of independent directors (the “Special Committee”), which has retained independent legal and financial advisors, to evaluate, negotiate and make recommendations to the Board regarding any such transaction with Wilks and/or its affiliates, including whether to pursue or decline to pursue any proposed transaction.
Removed
In the case of a cancelled service contract, the client is billed and revenue is recognized for any third party charges and square miles of data recorded up to the date of cancellation. We also receive reimbursements for certain out-of-pocket expenses under the terms of the service contracts.
Added
Our depreciation expense is expected to increase during 2026 primarily due to the asset acquired pursuant to the Equipment Purchase Agreement during the second half of 2025 in addition to our normal maintenance capital expenditures needed to maintain our existing asset base.
Removed
The amounts billed to clients are included at their gross amount in the total estimated revenue for the service contract. Clients are billed as permitted by the service contract. Contract assets and contract liabilities are the result of timing differences between revenue recognition, billings and cash collections.
Added
Use of Adjusted EBITDA (Non-GAAP measure) We define Adjusted EBITDA as net income (loss) plus interest expense, interest income, income taxes, depreciation, and amortization expense, and non-recurring and other charges, such as strategic transaction expenses or severance expenses.
Removed
If billing occurs prior to the revenue recognition or billing exceeds the revenue recognized, the amount is considered deferred revenue and a contract liability. Conversely, if the revenue recognition exceeds the billing, the excess is considered an unbilled receivable and a contract asset. As services are performed, those contract liabilities and contract assets are recognized as revenue and expense, respectively.
Added
Management believes cash flow from operations, cash on hand and amounts available under our Revolving Credit Note (defined below) are sufficient to fund operating and investing cash flow requirements, as well as our obligations under the Geospace Notes. Cash Flows.
Removed
In some instances, third-party permitting, surveying, drilling, helicopter, equipment rental and mobilization costs that directly relate to the contract are utilized to fulfill the contract obligations.
Added
On October 31, 2025, Dawson Geophysical Company and Dawson Operating, as borrowers (the “Borrowers”), entered into a Revolving Credit Note (the “Revolving Credit Note”) in favor of Equify Financial, as lender (the “Lender”), a related party affiliated through common control.
Removed
These fulfillment costs are capitalized in other current assets and amortized based on the total square miles of data recorded compared to total square miles anticipated to be recorded on the survey using the total estimated fulfillment costs for the service contract.
Added
Pursuant to the Revolving Credit Note, the Borrowers, jointly and severally, may, from time to time until November 20, 2028, request loans from the Lender for up to an aggregate principal amount of $5,035,032.
Removed
Estimates for total revenue and total fulfillment cost on any service contract are based on certain qualitative and quantitative judgments supported by underlying facts.
Added
The loans outstanding under the Revolving Credit Note are payable by the Borrowers in thirty-six (36) monthly installments of principal in the amount of $139,862, together with all accrued and unpaid interest on the outstanding principal balance thereunder, commencing on December 20, 2025, and continuing thereafter until the maturity date.
Removed
Management considers a variety of factors such as whether various components of the performance obligation will be performed internally or externally, cost of third party services, and facts and circumstances unique to the performance obligation in making these estimates.
Added
The interest rate applicable to loans outstanding under the Revolving Credit Note is a rate per annum equal to 13%. The maximum borrowing limit under the Revolving Credit Note is initially $5,035,032, and such amount is reduced by $139,862 on each monthly payment date.
Removed
Additionally, our policy includes (i) ignoring the financing component when estimating the transaction price for service contracts completed within one year, (ii) excluding sales tax collected from the customer when determining the transaction price, and (iii) expensing incremental costs to obtain a customer contract if the amortization period for those costs would otherwise be one year or less. Leases.
Added
The Borrowers may prepay up to 75% of the then outstanding principal and accrued but unpaid interest at any time without a prepayment fee. The obligations under the Revolving Credit Note are secured by a lien on our vibrator energy source vehicles, pursuant to a Security Agreement by and between us and Lender, dated as of October 31, 2025.
Removed
We lease certain vehicles, seismic recording equipment, real property and office equipment under lease agreements. We evaluate each lease to determine its appropriate classification as an operating lease or a finance lease for financial reporting purposes. We are the lessee in a lease contract when we obtain the right to control the asset.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

5 edited+0 added−0 removed7 unchanged
Biggest changeThe remaining balance of our revenue derived from varied clients and none represented more than 10% of revenue. 24 Table of Contents Interest Rate Risk. From time to time, we are exposed to the impact of interest rate changes on the outstanding indebtedness under our Loan Agreement. We generally have cash in the bank which exceeds federally insured limits.
Biggest changeThe remaining balance of our revenue derived from varied clients and none represented more than 10% of revenue. We generally have cash in the bank which exceeds federally insured limits. Historically, we have not experienced any losses in such accounts; however, volatility in financial markets may impact our credit risk on cash and short-term investments.
Our historical experience supports our allowance for expected credit losses of $250,000 at December 31, 2024. This does not necessarily indicate that it would be adequate to cover a payment default by one large or several smaller clients. We generally provide services to certain key clients that account for a significant percentage of our accounts receivable at any given time.
Our historical experience supports our allowance for expected credit losses of $250,000 at December 31, 2025. This does not necessarily indicate that it would be adequate to cover a payment default by one large or several smaller clients. We generally provide services to certain key clients that account for a significant percentage of our accounts receivable at any given time.
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. Concentration of Credit Risk.
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. 26 Table of Contents Concentration of Credit Risk.
Because of the nature of our contracts and clients’ projects, our largest clients can change from year to year, and the largest clients in any year may not be indicative of the largest clients in any subsequent year. During the twelve months ended December 31, 2024, our two largest clients accounted for approximately 43% of revenue.
Because of the nature of our contracts and clients’ projects, our largest clients can change from year to year, and the largest clients in any year may not be indicative of the largest clients in any subsequent year. During the twelve months ended December 31, 2025, our largest client accounted for approximately 51% of revenue.
Historically, we have not experienced any losses in such accounts; however, volatility in financial markets may impact our credit risk on cash and short-term investments. At December 31, 2024, cash totaled $1.4 million. For further information, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 1A. Risk Factors.”
At December 31, 2025, cash totaled $4.9 million. For further information, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 1A. Risk Factors.”

Other DWSN 10-K year-over-year comparisons