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If any of the events described below occur, our business, financial condition or results of operations could be materially adversely affected.
−Removed: Current macroeconomic conditions, including the ongoing COVID-19 pandemic, have had, and are expected to continue to have, a significant 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.
−Removed: Oil demand has significantly deteriorated as a result of the COVID-19 pandemic and corresponding preventative measures taken around the world to contain its spread and mitigate its public health effects.
−Removed: Significant factors which are likely to affect commodity prices in future periods include, but are not limited to, the extent and duration of travel and work restrictions worldwide;
−Removed: the effect of U.S.
+Added: Current macroeconomic conditions, including inflationary pressures in the broader U.S.
+Added: economy, military conflicts between Russia and Ukraine and the COVID-19 pandemic, 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.
+Added: Oil demand has deteriorated as a result of multiple global events, including inflationary pressures in the broader U.S.
+Added: economy relating to the continued economic recovery from the COVID-19 pandemic and corresponding preventative measures taken around the world to contain its spread and mitigate its public health effects, and the ongoing military conflict between Russia and Ukraine.
+Added: Factors which are likely to affect commodity prices in future periods include, but are not limited to, the effect of U.S.
energy, monetary and trade policies;
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and the severity and duration of the COVID-19 outbreaks, which together have created future uncertainty for the demand and pricing for services, equipment, and raw materials in the petroleum industry.
−Removed: We are monitoring developments in Ukraine as well as the related export controls and financial and economic sanctions imposed on certain industry sectors and parties in Russia by the U.S., the U.K., the European Union and others.
−Removed: Although we do not presently foresee direct material adverse effects upon our business, financial condition or results of operations as a result of developments in Ukraine and the consequent controls and sanctions, these factors may affect companies in many sectors and could lead to increased market volatility and uncertainty, which could affect us in turn.
−Removed: We face various risks related to the ongoing COVID-19 pandemic and any future health epidemics, pandemics and similar outbreaks, which may have material adverse effects on our business, financial condition, results of operations and cash flows.
+Added: We are monitoring the military conflict between Russia and Ukraine as well as the related export controls and financial and economic sanctions imposed on certain industry sectors and parties in Russia by the U.S., the U.K., the European Union and others.
+Added: The broader consequences of the Russian-Ukrainian conflict, 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.
+Added: We cannot predict the extent of the conflict’s effect on our business and results of operations as well as on the global economy and energy markets.
+Added: We face various risks related to the COVID-19 pandemic and any future health epidemics, pandemics and similar outbreaks, which may have material adverse effects on our business, financial condition, results of operations and cash flows.
Our business and financial results may be negatively impacted by health epidemics, pandemics and similar outbreaks.
−Removed: The ongoing COVID-19 pandemic and the measures and mandates to try to contain its spread and mitigate its public health effects, such as travel bans and restrictions, quarantines, shelter in place orders, and shutdowns, have impacted and are expected to continue to impact our workforce and operations, the operations of our customers, and those of our vendors and suppliers.
−Removed: There is considerable uncertainty regarding the duration and severity of such measures and potential future measures, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
−Removed: Despite our ongoing efforts to manage these impacts, their ultimate effect on us depends on factors beyond our knowledge or control.
+Added: The COVID-19 pandemic and the measures and mandates to try to contain its spread and mitigate its public health effects, such as travel bans and restrictions, quarantines, shelter in place orders, and shutdowns, have impacted our workforce and operations, the operations of our customers, and those of our vendors and suppliers.
+Added: The COVID-19 pandemic continues to evolve, and the extent to which the pandemic may impact our business, financial condition, results of operations and cash flows will depend highly on future developments, which are very uncertain and cannot be predicted.
And any future health epidemics, pandemics or similar outbreaks could also have a material adverse effect on our business, financial condition, results of operations or cash flows.
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The oil and natural gas industry is a historically cyclical industry with levels of activity that are significantly affected by the levels and volatility of oil and natural gas prices.
−Removed: Demand for our services depends upon the level of expenditures by oil and natural gas companies for exploration, production, development and field management activities, which depend primarily on oil and natural gas prices.
+Added: Demand for our services depends upon the level of expenditures by oil and natural gas companies for exploration, production, development and field management activities, which depend primarily on oil and natural gas prices, as well as capital allocation by our clients.
Significant fluctuations in domestic oil and natural gas exploration activities and commodity prices have affected, and will continue to affect, demand for our services and our results of operations.
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● the ability of oil and natural gas companies to raise capital and debt financing;
−Removed: ● actions by OPEC (the Organization of Petroleum Exporting Countries);
+Added: ● actions by OPEC+;
● political instability in the Middle East and other major oil and natural gas producing regions;
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We are a "controlled company", controlled by Wilks, and as a result, are exempt from certain corporate governance requirements that are designed to provide protection to stockholders of companies that are not controlled companies.
−Removed: As of January 14, 2022, Wilks controls approximately 74.46% of our combined voting power and is able to elect all of the Company’s board of directors.
+Added: As of March 9,2023, Wilks Brothers, LLC (“Wilks”) and its affiliates control approximately 74.46% of our combined voting power and is able to elect all of the Company’s board of directors.
As a result, we are considered a “controlled company” for the purposes of the Nasdaq listing requirements.
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We perform ongoing credit evaluations of our clients’ financial conditions and, generally, require no collateral from our clients.
−Removed: It is possible that one or more of our clients will become financially distressed, which could cause them
−Removed: to default on their obligations to us and could reduce the client’s future need for seismic services provided by us.
+Added: 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.
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These variations, delays and risks inherent in turnkey contracts may result in reducing our profitability.
−Removed: We face intense competition in our business, which could result in downward pricing pressure and the loss of market share.
−Removed: The seismic data acquisition services industry is a highly competitive business in the continental U.S.
+Added: We face competition in our business, which could result in downward pricing pressure and the loss of market share.
+Added: The seismic data acquisition services industry is a competitive business in the continental U.S.
Additionally, the seismic data acquisition business is extremely price competitive and has a history of periods in which seismic contractors bid jobs below cost and, therefore, adversely affected industry pricing.
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Additionally, while landowners generally are cooperative in granting access rights, some have become more resistant to seismic and drilling activities occurring on their property.
−Removed: In addition, governmental entities do not always grant permits within the time periods expected.
+Added: governmental entities do not always grant permits within the time periods expected.
Delays associated with obtaining such rights of way could negatively affect our results of operations.
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Our common stock has experienced, and may continue to experience, price volatility and low trading volume.
−Removed: Our stock price is subject to significant volatility.
+Added: Our stock price is subject to volatility.
Overall market conditions, including a decline in oil and natural gas prices and other risks and uncertainties described in this “Risk Factors” section and in our other filings with the SEC, could cause the market price of our common stock to fall.
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Our common stock is listed on The NASDAQ Stock Market LLC (“NASDAQ”) under the symbol “DWSN.” However, daily trading volumes for our common stock are, and may continue to be, relatively small compared to many other publicly traded securities.
+Added: In addition, as of March 9, 2023, Wilks and its affiliates own approximately 74.46% of our common stock so the public market for our common stock is more limited, which can lead to increased volatility and low trading volumes.
For example, during 2022 our daily trading volume was as low as 0 shares.
It may be difficult for you to sell your shares in the public market at any given time at prevailing prices, and the price of our common stock may, therefore, be volatile.
−Removed: In addition, after the consummation of the Offer on January 14, 2022, Wilks and its affiliates own approximately 74.46% of our common stock;
−Removed: therefore, the public market for our common stock is more limited, which
−Removed: could lead to increased volatility and low trading volumes.
−Removed: Shareholders that tendered their shares in the Offer received consideration of $2.34 per share.
Our common stock traded below $5.00 per share for the past year, and when it trades below $5.00 per share it may be considered a low-priced stock and may be subject to regulations that limit or restrict the potential market for the stock.
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Our amended and restated certificate of formation contains provisions that require the approval of holders of 80% of our issued and outstanding shares before we may merge or consolidate with or into another corporation or entity or sell all, or substantially all, of our assets to another corporation or entity.
−Removed: Additionally, if we increase the size of our board to nine directors, we could, by resolution of the Board of Directors, stagger the directors’ terms, and our directors could not be removed without approval of holders of 80% of our issued and outstanding shares.
+Added: Additionally, if we increase the size of our board to
+Added: nine directors, we could, by resolution of the Board of Directors, stagger the directors’ terms, and our directors could not be removed without approval of holders of 80% of our issued and outstanding shares.
These provisions could discourage or impede a tender offer, proxy contest or other similar transaction involving control of us.
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Our business is subject to government regulation, which may adversely affect our future operations.
−Removed: Our operations are subject to a variety of federal, state, provincial and local laws and regulations, including laws and regulations relating to the protection of the environment and archeological sites and those that may result from climate change legislation or executive orders that could negatively impact the exploration and production of oil and gas, including the recent executive order from the new U.S.
−Removed: presidential administration pausing any new oil and gas auctions on federal land and water and potential related or similar executive orders or legislation.
+Added: Our operations are subject to a variety of federal, state, provincial and local laws and regulations, including laws and regulations relating to the protection of the environment and archeological sites and those that may result from climate change legislation or executive orders that could negatively impact the exploration and production of oil and gas.
Canadian operations have been historically cyclical due to governmental restrictions on seismic acquisition during certain periods.
−Removed: As a result, there is a risk that there
−Removed: will be a significant amount of unused equipment during those periods.
+Added: As a result, there is a risk that there will be a significant amount of unused equipment during those periods.
We are required to expend financial and managerial resources to comply with such laws and related permit requirements in our operations, and we anticipate that we will continue to be required to do so in the future.
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However, future actions that require substantial reductions in carbon emissions could be costly and difficult to implement.
−Removed: Environmental Protection Agency (the “EPA”) has promulgated a series of regulations that require monitoring and reporting of GHG emissions on an annual basis, including extensive GHG monitoring and reporting requirements.
+Added: 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.
While these rules do not control GHG emission levels from any facilities, they can cause covered facilities to incur monitoring and reporting costs.
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to rejoin the Paris Agreement.
−Removed: The newly signed acceptance, deposited with the United Nations on January 20, reverses the prior withdrawal.
+Added: The acceptance, deposited with the United Nations on January 20, reverses the prior withdrawal.
officially rejoined the Paris Agreement on February 19, 2021.
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As part of rejoining the Paris Agreement, President Biden announced that the U.S.
−Removed: would commit to a 50 to 52 percent reduction from 2005 levels of GHG emissions by 2030 and set the goal of reaching net-zero GHG emissions by 2050.
+Added: to a 50 to 52 percent reduction from 2005 levels of GHG emissions by 2030 and set the goal of reaching net-zero GHG emissions by 2050.
In addition, shortly after taking office in January 2021, President Biden issued a series of executive orders designed to address climate change.
For example, the Executive Order on “Protecting Public Health and the Environment and Restoring Science to Tackle the Climate Crisis” sought to adopt new regulations and policies to address climate change and suspend, revise, or rescind, prior agency actions that were identified as conflicting with the Biden Administration’s climate policies.
+Added: The United States Environmental Protection Agency has proposed strict new methane emission regulations for certain oil and gas facilities and the Inflation Reduction Act of 2022 establishes a charge on methane emissions above certain limits from the same facilities.
Additional legislation or regulation by states and regions, the EPA, and/or any international agreements to which the U.S.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.