DAWSON GEOPHYSICAL CO 10-K

Item 9A. CONTROLS AND PROCEDURES Management’s Evaluation of Disclosure Controls and Procedures We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive, financial and accounting officers, of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report. Based upon that evaluation, our President and Chief Executive Officer, and our Chief Financial Officer concluded that, as of December 31, 2023, our disclosure controls and procedures were effective, in all material respects, with regard to the recording, processing, summarizing and reporting, within the time periods specified in the SEC’s rules and forms, for information required to be disclosed by us in the reports that we file or submit under the Exchange Act. Our disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our President and Chief Executive Officer, and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including our President and Chief Executive Officer, and our Chief Financial Officer, we evaluated the effectiveness of our internal controls over financial reporting as of December 31, 2023 using the criteria set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this evaluation, we have concluded that, as of December 31, 2023, our internal control over financial reporting was effective. Our internal control over financial reporting 25 Table of Contents as of December 31, 2023 has not been audited by RSM US LLP, the independent registered public accounting firm who audited our financial statements as this audit is not required because the company qualifies for smaller reporting company filing status. Changes in Internal Control over Financial Reporting There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended December 31, 2023 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. Item 9B. OTHER INFORMATION N o n e . Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. Part III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by Item 10 of Form 10-K is hereby incorporated by reference from the earlier filed of: (i) an amendment to this annual report on Form 10-K or (ii) the Company’s definitive proxy statement which will be filed pursuant to Regulation 14A within 120 days after the Company’s year-end for the year covered by this report. Item 11. EXECUTIVE COMPENSATION The information required by Item 11 of Form 10-K is hereby incorporated by reference from the earlier filed of: (i) an amendment to this annual report on Form 10-K or (ii) the Company’s definitive proxy statement which will be filed pursuant to Regulation 14A within 120 days after the Company’s year-end for the year covered by this report. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required with respect to our equity compensation plans is set forth in Item 5 of this Form 10-K. Other information required by Item 12 of Form 10-K is hereby incorporated by reference from the earlier filed of: (i) an amendment to this annual report on Form 10-K or (ii) the Company’s definitive proxy statement which will be filed pursuant to Regulation 14A within 120 days after the Company’s year-end for the year covered by this report. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE The information required by Item 13 of Form 10-K is hereby incorporated by reference from the earlier filed of: (i) an amendment to this annual report on Form 10-K or (ii) the Company’s definitive proxy statement which will be filed pursuant to Regulation 14A within 120 days after the Company’s year-end for the year covered by this report. Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by Item 14 of Form 10-K is hereby incorporated by reference from the earlier filed of: (i) an amendment to this annual report on Form 10-K or (ii) the Company’s definitive proxy statement, which will be filed pursuant to Regulation 14A within 120 days after the Company’s year-end for the year covered by this report. ​ 26 Table of Contents Part IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as part of this report: (1) Financial Statements. The following consolidated financial statements of the Company appear on pages F-1 through F-29 and are incorporated by reference into Part II, Item 8: Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets Consolidated Statements of Operations and Comprehensive Loss Consolidated Statements of Stockholders’ Equity Consolidated Statements of Cash Flows Notes to the Consolidated Financial Statements (2) Financial Statement Schedules. All schedules are omitted because they are either not applicable or the required information is shown in the financial statements or notes thereto. (3) Exhibits. The information required by this item 15(a)(3) is set forth in the Index to Exhibits accompanying this Annual Report on Form 10-K and is hereby incorporated by reference. ​ 27 Table of Contents INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION ​ ​ ​ 2.1 ​ Agreement and Plan of Merger, dated October 25, 2021, by and between the Company, Wilks Brothers, LLC and WB Acquisitions Inc., filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on October 25, 2021, and incorporated herein by reference. ​ ​ ​ 2.2 ​ Amendment No. 1 to Agreement and Plan of Merger, dated December 14, 2021, by and between the Company, Wilks Brothers, LLC and WB Acquisitions Inc., filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on December 17, 2021, and incorporated herein by reference. ​ ​ ​ 2.3 ​ Amendment No. 2 to Agreement and Plan of Merger, dated January 4, 2022, by and between the Company, Wilks Brothers, LLC and WB Acquisitions Inc., filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on January 5, 2022, and incorporated herein by reference. ​ ​ ​ 2.4 ​ Amendment No. 3 to Agreement and Plan of Merger, dated January 10, 2022, by and between the Company, Wilks Brothers, LLC and WB Acquisitions Inc., filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on January 10, 2022, and incorporated herein by reference. ​ ​ ​ 2.5 ​ Asset Purchase Agreement, dated March 24, 2023, by and among the Company, Wilks Brothers, LLC and Breckenridge Geophysical, LLC, filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on March 24, 2023, and incorporated herein by reference. ​ ​ ​ 3.1 ​ Amended and Restated Certificate of Formation, dated February 9, 2015, filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K, filed on March 16, 2015, and incorporated herein by reference . ​ ​ ​ 3.2 ​ Certificate of Amendment to Amended and Restated Certificate of Formation, dated February 11, 2015, filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K, filed on March 16, 2015, and incorporated herein by reference. ​ ​ ​ 3.3 ​ Certificate of Amendment to Amended and Restated Certificate of Formation, dated December 1, 2023, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on December 1, 2023, and incorporated herein by reference. ​ ​ ​ 3.4 ​ Second Amended and Restated Bylaws, dated December 1, 2023, filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on December 1, 2023, and incorporated herein by reference. ​ ​ ​ 3.5 ​ Statement of Resolutions Establishing Series of Shares designated Series A Junior Participating Preferred Stock of the Company, filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed April 8, 2021, and incorporated herein by reference . ​ ​ ​ 4.1 ​ Form of Specimen Stock Certificate, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on February 11, 2015, and incorporated herein by reference. ​ ​ ​ *4.2 ​ Description of Securities. ​ ​ ​ 4.3 ​ Rights Agreement, dated as of April 8, 2021 between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed April 8, 2021, and incorporated herein by reference. ​ ​ ​ 28 Table of Contents EXHIBIT NO. DESCRIPTION ​ ​ ​ 4.4 ​ Amendment to Rights Agreement, dated October 25, 2021, between the Company and American Stock Transfer & Trust Company, LLC, filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on October 25, 2021, and incorporated herein by reference. ​ ​ ​ +10.1 ​ The Executive Nonqualified “Excess” Plan Adoption Agreement, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 8, 2013, and incorporated herein by reference. ​ ​ ​ +10.2 ​ The Executive Nonqualified Excess Plan Document, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on January 8, 2013, and incorporated herein by reference. ​ ​ ​ +10.3 ​ Form of Indemnification Agreement entered with directors and executive officers, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 9, 2014, and incorporated herein by reference. ​ ​ ​ +10.4 ​ Amended and Restated Dawson Geophysical Company 2006 Stock and Performance Incentive Plan (the “Legacy Dawson Plan”), filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on February 11, 2015, and incorporated herein by reference. ​ ​ ​ +10.5 ​ Form of Restricted Stock Agreement for the Legacy Dawson Plan, filed as Exhibit 10.5 to Dawson Operating Company’s (f/k/a Dawson Geophysical Company) Annual Report on Form 10-K, filed on December 11, 2013 (File No. 001-34404), and incorporated herein by reference. ​ ​ ​ +10.6 ​ Form of Restricted Stock Unit Agreement for the Legacy Dawson Plan, filed as Exhibit 10.6 to Dawson Operating Company’s (f/k/a Dawson Geophysical Company) Annual Report on Form 10-K, filed on December 11, 2013 (File No. 001-34404), and incorporated herein by reference. ​ ​ ​ +10.7 ​ Form of Stock Option Agreement for the Legacy Dawson Plan, filed as Exhibit 10.4 to Dawson Operating Company’s (f/k/a Dawson Geophysical Company) Quarterly Report on Form 10-Q, filed on February 11, 2008 (File No. 001-34404), and incorporated herein by reference. ​ ​ ​ +10.8 ​ Form of Stock Option Agreement for the Legacy Dawson Plan, filed as Exhibit 10.9 to Dawson Operating Company’s (f/k/a Dawson Geophysical Company) Annual Report on Form 10-K, filed on December 11, 2013 (File No. 001-34404), and incorporated herein by reference. ​ ​ ​ +10.9 ​ Dawson Geophysical 2014 Annual Incentive Plan, filed as Exhibit 10.1 to Dawson Operating Company’s (f/k/a Dawson Geophysical Company) Current Report on Form 8-K, filed on November 25, 2013 (File No. 001-34404), and incorporated herein by reference. ​ ​ ​ 10.10 ​ Form of Master Geophysical Data Acquisition Agreement, filed as Exhibit 10.10 to Dawson Operating Company’s (f/k/a Dawson Geophysical Company) Annual Report on Form 10-K, filed on December 5, 2012 (File No. 001-34404), and incorporated herein by reference. ​ ​ ​ 10.11 ​ Form of Supplemental Agreement to Master Geophysical Data Acquisition Agreement, filed as Exhibit 10.11 to Dawson Operating Company’s (f/k/a Dawson Geophysical Company) Annual Report on Form 10-K, filed on December 5, 2012 (File No. 001-34404), and incorporated herein by reference. ​ ​ ​ +10.12 ​ Amended and Restated 2006 Stock Awards Plan of the Company (formerly known as the TGC Industries, Inc. 2006 Stock Awards Plan, i.e., the Legacy TGC Plan), filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-32472), filed on June 5, 2015, and incorporated herein by reference. 29 Table of Contents EXHIBIT NO. DESCRIPTION ​ ​ ​ ​ ​ ​ +10.13 ​ Dawson Geophysical Company 2016 Stock and Performance Incentive Plan, filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on May 5, 2016, and incorporated herein by reference. ​ ​ ​ 10.14 ​ Loan and Security Agreement, by and between Dawson Geophysical Company and Dominion Bank, dated September 30, 2019, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on October 1, 2019, and incorporated herein by reference. ​ ​ ​ 10.15 ​ Loan Modification Agreement to Loan and Security Agreement, by and between Dawson Geophysical Company and Dominion Bank, dated September 30, 2020, filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on September 30, 2020, and incorporated herein by reference. ​ ​ ​ +10.16 ​ Amended and Restated Dawson Geophysical Company 2016 Stock and Performance Incentive Plan, effective as of April 24, 2020, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on May 14, 2021, and incorporated herein by reference. ​ ​ ​ 10.17 ​ Second Loan Modification Agreement to Loan and Security Agreement, by and between the Company and Dominion Bank, dated September 30, 2021, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 1, 2021, and incorporated herein by reference. ​ ​ ​ +10.18 ​ Waiver Acknowledgement, dated January 10, 2022, by and between the Company and Stephen C. Jumper, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 10, 2022, and incorporated herein by reference. ​ ​ ​ 10.19 ​ Third Loan Modification Agreement to Loan and Security Agreement, by and between the Company and Dominion Bank, dated September 30, 2022, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 4, 2022, and incorporated herein by reference. ​ ​ ​ +10.20 ​ Letter Agreement, dated November 11, 2022, by and between C. Ray Tobias and the Company, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on November 16, 2022, and incorporated herein by reference. ​ ​ ​ +10.21 ​ Letter Agreement, dated November 11, 2022, by and between James K. Brata and the Company, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on November 16, 2022, and incorporated herein by reference. ​ ​ ​ +10.22 ​ Letter Agreement, dated February 14, 2023, by and between Stephen C. Jumper and the Company, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on February 21, 2023, and incorporated herein by reference. ​ ​ ​ 10.23 ​ Fourth Loan Modification Agreement to Loan and Security Agreement, by and between the Company and Dominion Bank, dated March 21, 2023, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on March 24, 2023, and incorporated herein by reference. ​ ​ ​ +10.24 ​ Employment Agreement, dated June 16, 2023, by and between Anthony Clark and the Company, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 22, 2023, and incorporated herein by reference. ​ 30 Table of Contents EXHIBIT NO. DESCRIPTION ​ ​ ​ +10.25 ​ Separation and General Release Agreement, dated November 27, 2023, by and between C. Ray Tobias and the Company, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 1, 2023, and incorporated herein by reference. ​ +10.26 ​ Separation and General Release Agreement, dated November 28, 2023, by and between Stephen C. Jumper and the Company, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on December 1, 2023, and incorporated herein by reference. ​ +10.27 ​ Separation and General Release Agreement, dated November 30, 2023, by and between James Brata and the Company, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on December 1, 2023, and incorporated herein by reference. ​ +10.28 ​ Amended and Restated Employment Agreement, dated December 14, 2023, by and between Anthony Clark and the Company, filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on December 20, 2023, and incorporated herein by reference. ​ ​ ​ +10.29 ​ Employment Agreement, dated December 14, 2023, by and between Ray Mays and the Company, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on December 20, 2023, and incorporated herein by reference. ​ ​ ​ +10.30 ​ Employment Agreement, dated December 14, 2023, by and between Ian Shaw and the Company, filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on December 20, 2023, and incorporated herein by reference. ​ ​ ​ *21.1 ​ Subsidiaries of the Company. ​ ​ ​ *23.1 ​ Consent of RSM US LLP, independent registered public accounting firm. ​ ​ ​ *31.1 ​ Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ *31.2 ​ Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ *32.1 ​ Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ *32.2 ​ Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ​ ​ ​ *97.1 ​ Policy for the Recovery of Erroneously Awarded Compensation ​ ​ ​ 101.INS* ​ Inline XBRL Instance Document. ​ ​ ​ 101.SCH* ​ Inline XBRL Taxonomy Extension Schema Document. ​ ​ ​ 101.CAL* ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document. ​ ​ ​ 101.DEF* ​ Inline XBRL Taxonomy Extension Definition Linkbase Document. ​ ​ ​ 31 Table of Contents EXHIBIT NO. DESCRIPTION ​ ​ ​ 101.LAB* ​ Inline XBRL Taxonomy Extension Labels Linkbase Document. ​ ​ ​ 101.PRE* ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document. ​ ​ ​ 104* ​ Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. + Management contract or compensatory plan or arrangement. ​ 32 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Midland, and the State of Texas, on the 1 st day of April, 2024. ​ DAWSON GEOPHYSICAL COMPANY ​ ​ ​ ​ ​ ​ ​ ​ By: /s/ William A. Clark ​ ​ ​ William A. Clark ​ ​ ​ ​ ​ ​ ​ President and Chief Executive Officer Pursuant to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date ​ ​ ​ ​ ​ /s/ Matthew Wilks Matthew Wilks ​ Chairman of the Board of Directors ​ 04-01-24 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Bruce Bradley Bruce Bradley ​ Director ​ 04-01-24 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Albert Conly Albert Conly ​ Director ​ 04-01-24 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Jose Carlos Fernandes Jose Carlos Fernandes ​ Director ​ 04-01-24 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Sergei Krylov Sergei Krylov ​ Director ​ 04-01-24 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ William A. Clark William A. Clark ​ President and Chief Executive Officer (principal executive officer) ​ 04-01-24 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ /s/ Ian Shaw Ian Shaw ​ Chief Financial Officer (principal financial and accounting officer) ​ 04-01-24 ​ ​ ​ ​ ​ ​ ​ 33 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ​ Consolidated Financial Statements of Dawson Geophysical Company Page Report of Independent Registered Public Accounting Firm (PCAOB ID 49 ) ​ F-2 Consolidated Balance Sheets as of December 31, 2023 and 2022 ​ F-4 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2023 and 202 2 ​ F-5 Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023 and 2022 ​ F-6 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 202 2 ​ F-7 Notes to Consolidated Financial Statements ​ F-8 ​ ​ F-1 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of Dawson Geophysical Company Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Dawson Geophysical Company and its subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for the years then ended and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. ​ Business Combination among Entities under Common Control As discussed in Notes 1 and 12 to the financial statements, the Company completed a purchase of assets treated as a business combination among entities under common control. The Company’s financial statements as of and for the year ended December 31, 2022 have been adjusted to show the combined results as if the business combination had occurred on January 14, 2022, the date on which both entities were under common control. ​ ​ Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. ​ Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. ​ Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. ​ ​ ​ ​ ● ​ ● ​ Business combination among entities under common control: As discussed in Note 1 to the financial statements, on March 24, 2023, the Company entered into an asset purchase agreement with Wilks Brothers, LLC (Wilks) and Breckenridge Geophysical, LLC (Breckenridge), a wholly owned subsidiary of Wilks. Pursuant to the asset purchase agreement, the Company completed the purchase of substantially all of the Breckenridge assets related to seismic F-2 Table of Contents data acquisition services other than its multi-client data library in exchange for a combination of equity consideration and a convertible note payable. While this acquisition was structured as an asset purchase, it was determined that the appropriate accounting treatment required implementation of business combination guidance in a manner similar to a pooling of interests. The Company’s financial presentation reflects combined results of the two companies as if the combination occurred on January 14, 2022, the earliest date on which Wilks became the majority shareholder of both entities in the reporting period. ​ We identified the business combination among entities under common control as a critical audit matter as management’s assessment of the accounting principles related to such transactions is complex and requires that management make significant judgments, including determining whether the assets acquired from Breckenridge constituted a business; complying with relevant presentation and disclosure guidance applicable to transactions among entities under common control; determining the date on which Wilks was in control of both Dawson and Breckenridge; and whether Dawson or Breckenridge was the receiving entity. Testing management's judgments in these matters required a high degree of auditor judgment and increased audit effort, including the involvement of subject matter experts to assist in evaluating management's conclusions. ​ Our audit procedures related to the Company’s accounting for the business combination with entities under common control included the following, among others: ​ ● We evaluated the Company’s determination that there was a transaction among entities under common control by considering the following factors: (1) if the Company is considered the receiving entity in the transaction and (2) the date on which the entities were deemed under common control. ​ ● We evaluated the appropriateness of the financial presentation for a transaction between entities under common control by reading management’s audit evidence, including relevant accounting policies, and by considering how the application of US GAAP affected management’s judgments and conclusions. ​ ​ /s/ RSM US LLP We have served as the Company's auditor since 2016. Houston, Texas April 1, 2024 ​ F-3 Table of Contents DAWSON GEOPHYSICAL COMPANY CONSOLIDATED BALANCE SHEETS (amounts in thousands, except share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ ​ 2023 ​ 2022 (as adjusted) ​ Assets ​ ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 10,772 ​ $ 18,603 ​ Restricted cash ​ ​ 5,000 ​ ​ 5,000 ​ Short-term investments ​ 265 ​ 265 ​ Accounts receivable, net of allowance for doubtful accounts of $ 250 ​ ​ ​ ​ ​ ​ ​ at December 31, 2023 and 2022 ​ ​ 12,735 ​ 7,972 ​ Employee retention credit receivable ​ ​ — ​ ​ 3,035 ​ Prepaid expenses and other current assets ​ ​ 8,654 ​ ​ 8,951 ​ Total current assets ​ 37,426 ​ 43,826 ​ ​ ​ ​ ​ ​ ​ ​ ​ Property and equipment ​ ​ 241,955 ​ ​ 254,679 ​ Less accumulated depreciation ​ ​ ( 225,447 ) ​ ​ ( 234,211 ) ​ Property and equipment, net ​ ​ 16,508 ​ ​ 20,468 ​ ​ ​ ​ ​ ​ ​ ​ ​ Right-of-use assets ​ ​ 3,208 ​ ​ 4,010 ​ ​ ​ ​ ​ ​ ​ ​ ​ Intangibles, net ​ ​ 377 ​ ​ 369 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total assets ​ $ 57,519 ​ $ 68,673 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities and Stockholders' Equity ​ ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ ​ Accounts payable ​ $ 3,883 ​ $ 4,140 ​ Accrued liabilities: ​ ​ ​ ​ ​ Payroll costs and other taxes ​ 3,415 ​ ​ 2,001 ​ Other ​ 709 ​ ​ 1,280 ​ Deferred revenue ​ 11,829 ​ ​ 7,380 ​ Current maturities of notes payable and finance leases ​ 1,380 ​ ​ 275 ​ Current maturities of operating lease liabilities ​ ​ 1,202 ​ ​ 1,118 ​ Total current liabilities ​ 22,418 ​ 16,194 ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term liabilities: ​ ​ ​ ​ ​ Notes payable and finance leases, net of current maturities ​ 1,289 ​ ​ 207 ​ Operating lease liabilities, net of current maturities ​ ​ 2,363 ​ ​ 3,331 ​ Deferred tax liabilities, net ​ ​ 15 ​ ​ 137 ​ Total long-term liabilities ​ 3,667 ​ 3,675 ​ ​ ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders’ equity: ​ ​ ​ ​ ​ ​ ​ Preferred stock-par value $ 1.00 per share; 4,000,000 shares authorized, none outstanding ​ — ​ — ​ Common stock-par value $ 0.01 per share; 35,000,000 shares authorized, ​ ​ ​ ​ ​ ​ ​ 30,812,329 and 23,812,329 shares issued, and 30,812,329 and 23,812,329 shares ​ ​ ​ ​ ​ ​ ​ outstanding at December 31, 2023 and December 31, 2022, respectively ​ 308 ​ ​ 238 ​ Additional paid-in capital ​ 156,678 ​ ​ 155,413 ​ Accumulated deficit ​ ( 123,640 ) ​ ​ ( 112,469 ) ​ Equity of Breckenridge prior to acquisition ​ ​ — ​ ​ 7,695 ​ Accumulated other comprehensive loss, net ​ ( 1,912 ) ​ ​ ( 2,073 ) ​ Total stockholders’ equity ​ 31,434 ​ 48,804 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total liabilities and stockholders’ equity ​ $ 57,519 ​ $ 68,673 ​ See accompanying notes to the consolidated financial statements. ​ F-4 Table of Contents DAWSON GEOPHYSICAL COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (amounts in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 2022 (as adjusted) ​ ​ ​ ​ ​ ​ ​ ​ Operating revenues: ​ ​ ​ ​ $ ​ ​ Fee Revenue ​ $ 61,447 ​ ​ 46,071 ​ Reimbursable Revenue ​ ​ 35,399 ​ ​ 5,559 ​ ​ ​ ​ 96,846 ​ ​ 51,630 ​ Operating costs: ​ ​ ​ ​ ​ ​ ​ Operating expenses ​ ​ ​ ​ ​ ​ ​ Fee operating expenses ​ ​ 52,895 ​ ​ 40,987 ​ Reimbursable operating expenses ​ ​ 35,149 ​ ​ 5,559 ​ ​ ​ 88,044 ​ 46,546 ​ General and administrative ​ 11,430 ​ 15,455 ​ Severance expense ​ ​ 2,208 ​ ​ — ​ Depreciation and amortization ​ 8,492 ​ 11,830 ​ ​ ​ 110,174 ​ 73,831 ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss from operations ​ ( 13,328 ) ​ ( 22,201 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ ​ ​ ​ Interest income ​ ​ 576 ​ ​ 317 ​ Interest expense ​ ( 103 ) ​ ( 31 ) ​ Other income, net ​ ​ 612 ​ ​ 411 ​ Gain from employee retention credit ​ ​ — ​ ​ 2,966 ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss before income tax ​ ( 12,243 ) ​ ( 18,538 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Current ​ ​ ( 25 ) ​ ​ 9 ​ Deferred ​ ​ 121 ​ ​ ( 116 ) ​ Income tax benefit (expense): ​ 96 ​ ​ ( 107 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ ​ ( 12,147 ) ​ ​ ( 18,645 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income (loss): ​ ​ ​ ​ ​ ​ ​ Net unrealized income (loss) on foreign exchange rate translation ​ ​ 161 ​ ​ ( 1,063 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive loss ​ $ ( 11,986 ) ​ $ ( 19,708 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic loss per share of common stock ​ $ ( 0.45 ) ​ $ ( 0.75 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted loss per share of common stock ​ $ ( 0.45 ) ​ $ ( 0.75 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average equivalent common shares outstanding ​ 26,752,055 ​ 24,971,031 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average equivalent common shares outstanding - assuming dilution ​ 26,752,055 ​ 24,971,031 ​ See accompanying notes to the consolidated financial statements. ​ ​ F-5 Table of Contents DAWSON GEOPHYSICAL COMPANY CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (amounts in thousands, except share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ Attributable ​ Common Stock ​ Additional ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ to Breckenridge ​ Number ​ ​ ​ Paid-in ​ Accumulated ​ Comprehensive ​ ​ ​ ​ ​ ​ ​ Prior to Acquisition ​ Of Shares Amount Capital Deficit Income (Loss) Total Balance January 1, 2022 ​ $ — ​ 23,692,379 ​ $ 237 ​ $ 155,268 ​ $ ( 92,018 ) ​ $ ( 1,010 ) ​ $ 62,477 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income (loss) ​ ​ 1,806 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 20,451 ) ​ ​ ​ ​ ​ ( 18,645 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized loss on foreign exchange rate translation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 1,063 ) ​ ​ ​ ​ Income tax benefit (expense) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ Other comprehensive loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 1,063 ) ​ ​ ( 1,063 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of common stock under stock compensation plans ​ ​ ​ ​ 155,000 ​ ​ 1 ​ ​ ( 1 ) ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Stock-based compensation expense ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 413 ​ ​ ​ ​ ​ ​ ​ ​ 413 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares exchanged for taxes on stock-based compensation ​ ​ ​ ​ ( 35,050 ) ​ ​ — ​ ​ ( 79 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 79 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash settlement of RSUs ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 301 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 301 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Treasury stock sale ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 113 ​ ​ ​ ​ ​ ​ ​ ​ 113 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deemed contribution of Breckenridge net assets ​ ​ 6,472 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 6,472 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Breckenridge cash distributions prior to acquisition ​ ​ ( 583 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 583 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance December 31, 2022 (as adjusted) ​ $ 7,695 ​ 23,812,329 ​ $ 238 ​ $ 155,413 ​ $ ( 112,469 ) ​ $ ( 2,073 ) ​ $ 48,804 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ ​ ( 976 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 11,171 ) ​ ​ ​ ​ ​ ( 12,147 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized income on foreign exchange rate translation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 161 ​ ​ ​ ​ Income tax benefit (expense) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ Other comprehensive income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 161 ​ ​ 161 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of stock for Breckenridge acquisition ​ ​ ( 1,335 ) ​ 1,188,235 ​ ​ 12 ​ ​ 2,008 ​ ​ ​ ​ ​ ​ ​ ​ 685 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Excess of purchase price over net assets acquired ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 10,565 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 10,565 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Breckenridge cash distributions prior to acquisition ​ ​ ( 3,055 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 3,055 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deemed distribution of Breckenridge net assets not acquired ​ ​ ( 2,329 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 2,329 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Issuance of stock for convertible note ​ ​ ​ ​ 5,811,765 ​ ​ 58 ​ ​ 9,822 ​ ​ ​ ​ ​ ​ ​ ​ 9,880 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance December 31, 2023 ​ $ — ​ 30,812,329 ​ $ 308 ​ $ 156,678 ​ $ ( 123,640 ) ​ $ ( 1,912 ) ​ $ 31,434 ​ See accompanying notes to the consolidated financial statements. ​ F-6 Table of Contents DAWSON GEOPHYSICAL COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (amounts in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 2022 (as adjusted) Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ Net loss ​ $ ( 12,147 ) ​ $ ( 18,645 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjustments to reconcile net loss to net cash provided by (used in) operating activities: ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 8,492 ​ 11,830 ​ Operating lease cost ​ ​ 1,094 ​ ​ 998 ​ Non-cash compensation ​ — ​ 413 ​ Deferred income tax (benefit) expense ​ ( 121 ) ​ 116 ​ Bad debt expense ​ ​ 68 ​ ​ — ​ (Gain) loss on disposal of assets ​ ( 23 ) ​ 551 ​ Remeasurement and other ​ — ​ ( 18 ) ​ Change in operating assets and liabilities: ​ ​ ​ ​ ​ ​ ​ (Increase) decrease in accounts receivable ​ ( 5,802 ) ​ 2,890 ​ (Increase) decrease in employee retention credit receivable ​ 3,035 ​ ( 3,035 ) ​ (Increase) decrease in prepaid expenses and other assets ​ 1,902 ​ ( 4,324 ) ​ Increase (decrease) in accounts payable ​ 138 ​ ​ 802 ​ Increase (decrease) in accrued liabilities ​ ​ 906 ​ ​ 705 ​ Increase (decrease) in operating lease liabilities ​ ​ ( 1,177 ) ​ ​ ( 1,026 ) ​ Increase (decrease) in deferred revenue ​ ​ 4,449 ​ ​ 5,474 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash provided by (used in) operating activities ​ 814 ​ ( 3,269 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: ​ ​ ​ ​ ​ ​ ​ Capital expenditures, net of non-cash capital expenditures summarized below ​ ( 3,721 ) ​ ​ ( 1,429 ) ​ Acquisition of short-term investments ​ ​ ( 1,000 ) ​ ​ — ​ Proceeds from disposal of assets ​ ​ 217 ​ ​ 340 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash used in investing activities ​ ​ ( 4,504 ) ​ ​ ( 1,089 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities: ​ ​ ​ ​ ​ ​ ​ Principal payments on notes payable ​ ​ ( 896 ) ​ ​ ( 1,253 ) ​ Principal payments on finance leases ​ ( 253 ) ​ ​ ( 47 ) ​ Tax withholdings related to stock-based compensation awards ​ ​ — ​ ​ ( 79 ) ​ Cash settlement of RSUs ​ ​ — ​ ​ ( 301 ) ​ Sale of treasury stock ​ ​ — ​ ​ 113 ​ Breckenridge cash distributions prior to acquisition ​ ​ ( 3,055 ) ​ ​ ( 583 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net cash used in financing activities ​ ( 4,204 ) ​ ( 2,150 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Effect of exchange rate changes on cash and cash equivalents and restricted cash ​ ​ 63 ​ ​ ( 265 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net decrease in cash and cash equivalents and restricted cash ​ ( 7,831 ) ​ ( 6,773 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents and restricted cash at beginning of period ​ 23,603 ​ 30,376 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents and restricted cash at end of period ​ $ 15,772 ​ $ 23,603 ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental cash flow information: ​ ​ ​ ​ ​ ​ ​ Cash paid for interest ​ $ 98 ​ $ 31 ​ Cash received for income taxes ​ $ 9 ​ $ 7 ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-cash operating, investing and financing activities: ​ ​ ​ ​ ​ ​ ​ (Decrease) increase in accrued purchases of property and equipment ​ $ ( 272 ) ​ $ 605 ​ Finance leases incurred ​ $ 1,730 ​ $ 279 ​ Increase in right-of-use assets and operating lease liabilities ​ $ 283 ​ $ 598 ​ Financed insurance premiums ​ $ 1,602 ​ $ 1,193 ​ Deemed distribution of Breckenridge net assets not acquired ​ $ 2,329 ​ $ — ​ Deemed contribution of Breckenridge net assets ​ $ — ​ $ ( 6,472 ) ​ Acquisition of net assets of Breckenridge ​ $ ( 1,335 ) ​ $ — ​ See accompanying notes to the consolidated financial statements. F-7 Table of Contents ​ DAWSON GEOPHYSICAL COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Summary of Significant Accounting Policies Organization and Nature of Operations The Company is a leading provider of onshore seismic data acquisition and processing services. Founded in 1952, the Company acquires and processes 2-D, 3-D and multi-component seismic data for its clients, ranging from major oil and gas companies to independent oil and gas operators as well as providers of multi-client data libraries. The Company operates in the lower 48 states of the U.S. and in Canada. Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company. Intercompany accounts and transactions have been eliminated. In the opinion of the Company’s management, the consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The preparation of these condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. Certain prior period amounts in the condensed consolidated financial statements may have been reclassified to conform to the current period’s presentation. These consolidated financial statements have been prepared using accounting principles generally accepted in the U.S. for interim financial information and the instructions to Form 10-K and applicable rules of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Asset Purchase Agreement . On March 24, 2023, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Wilks Brothers, LLC (“Wilks”) and Breckenridge Geophysical, LLC (“Breckenridge”), a wholly owned subsidiary of Wilks. Pursuant to the Purchase Agreement, the Company completed the purchase of substantially all of the Breckenridge assets related to seismic data acquisition services other than its multi-client data library, in exchange for a combination of equity consideration and a convertible note (the “Transaction”). While the Transaction was structured as an asset purchase, the Company’s financial presentation reflects combined results of the two companies as if the combination occurred on January 14, 2022, the date Wilks became the majority shareholder of the Company. This is due to the fact that both the Company and Breckenridge were under Wilks’ control from January 14, 2022 forward. The presentation is required as a combination of entities under common control. As part of the Purchase Agreement, in addition to the 1,188,235 shares of our common stock issued to Wilks at closing, we entered into a convertible note to deliver approximately 5.8 million shares of common stock to Wilks after the Company receives shareholder approval of the proposal to issue the shares upon conversion of the convertible note in accordance with NASDAQ Listing Rule 5635 (the “Convertible Note”). The shareholders approved conversion of the Convertible Note during a special meeting held on September 13, 2023. Pursuant to the Purchase Agreement, the Convertible Note in the amount of $ 9,880,000.50 was automatically converted into 5,811,765 newly-issued shares of the Company’s common stock following the requisite shareholder approval, and the Convertible Note was thereby extinguished. The Purchase Agreement has been accounted for as a transfer of net assets between entities under common control in a manner similar to a pooling of interests. The Company’s historical consolidated financial statements have been retrospectively revised to reflect the effects on financial position, cash flows, and results of operations attributable to the activities of Breckenridge for all periods presented and are thus marked “(as adjusted)”. The effects of transactions in Breckenridge’s equity prior to the Transaction have been presented as a separate component of stockholders’ equity on the Condensed Consolidated Balance Sheets and on the Condensed Consolidated Statements of Stockholders’ Equity to demonstrate the effects of those transactions on the Company’s historical consolidated financial statements. F-8 Table of Contents Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Dawson Operating LLC, Dawson Seismic Services Holdings, Inc., Eagle Canada, Inc., Eagle Canada Seismic Services ULC and Exploration Surveys, Inc. Additionally, Breckenridge has been consolidated on the Company’s statements for the period from January 14, 2022 (the date on which Wilks gained control of Dawson) to December 31, 2022, and for the period from January 1, 2023 to March 24, 2023. All significant intercompany balances and transactions have been eliminated in consolidation. Cash Equivalents For purposes of the consolidated financial statements, the Company considers demand deposits, certificates of deposit, overnight investments, money market funds and all highly liquid debt instruments purchased with an initial maturity of three months or less to be cash equivalents. Allowance for Current Expected Credit Loss The Company’s allowance for credit losses reflects its current estimate expected to be incurred over the life of the financial instrument and is determined based on a number of factors. Management determines the need for any allowance for credit losses on accounts receivable based on its review of past-due accounts, its past experience of historical write-offs, its current client base, when customer accounts exceed 90 days past due and specific customer account reviews. While the collectability of outstanding client invoices is continually assessed, the inherent volatility of the energy industry’s business cycle can cause swift and unpredictable changes in the financial stability of the Company’s clients. With the adoption of ASU No. 2016-13 in 2020, the Company made an accounting policy election to write off accrued interest amounts by reversing interest income. The Company's allowance for credit losses was $ 250,000 at December 31, 2023 and 2022. Employee Retention Credit Receivable Under the provisions of the CARES Act, the Company was eligible and, in April 2022, applied for a refundable employee retention credit subject to program conditions and requirements. The Company recognizes these credits as a gain when all uncertainties have been met and the amounts are realizable in accordance with similar gain contingencies. The Company recognized $ 3.0 million as a gain in other income and $ 69,000 as interest income in the Consolidated Statement of Operations and Comprehensive Loss for the year ended December 31, 2022 and recognized $ 3.0 million as an employee retention credit receivable in the Consolidated Balance Sheet as of December 31, 2022. Payments were received in January 2023. Property and Equipment Property and equipment is capitalized at historical cost or the fair value of assets acquired in a business combination and is depreciated over the useful life of the asset. Management’s estimation of this useful life is based on circumstances that exist in the seismic industry and information available at the time of the purchase of the asset. As circumstances change and new information becomes available, these estimates could change. Depreciation is computed using the straight-line method. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the consolidated balance sheet, and any resulting gain or loss is reflected in the results of operations for the period. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment when triggering events occur suggesting deterioration in the assets’ recoverability or fair value. Recognition of an impairment charge is required if future expected undiscounted net cash flows are insufficient to recover the carrying value of the assets and the fair value of the assets is below the carrying value of the assets. Management’s forecast of future cash flows used to perform impairment analysis includes estimates of future revenues and expenses based on the Company’s anticipated future results, while considering anticipated future oil and natural gas prices which is fundamental in assessing demand for the Company’s services. If the carrying amounts of the assets exceed the estimated expected undiscounted future cash flows, the Company measures the amount of possible F-9 Table of Contents impairment by comparing the carrying amount of the assets to the fair value. No impairment charges were recognized for the years ended December 31, 2023 and 2022. Leases The Company leases certain vehicles, seismic recording equipment, real property and office equipment under lease agreements. The Company evaluates each lease to determine its appropriate classification as an operating lease or a finance lease for financial reporting purposes. The Company is the lessee in a lease contract when we obtain the right to control the asset. The majority of our operating leases are non-cancelable operating leases for office, shop and warehouse space in Midland, Plano, Houston and Calgary, Alberta. The assets and liabilities under finance leases are recorded at the lower of the present value of the minimum lease payments or the fair market value of the related assets. Assets under finance leases are amortized using the straight-line method over the initial lease term. Amortization of assets under finance leases is included in depreciation expense. For operating leases, where readily determinable, the Company uses the implicit interest rate in determining the present value of future minimum lease payments. In the absence of an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date. The Company gives consideration to its outstanding debt, as well as publicly available data for instruments with similar characteristics when calculating its incremental borrowing rates. The ROU assets are amortized to operating lease cost over the lease terms on a straight-line basis and is included in operating expense. The Company does not recognize leases with an initial term of 12 months or less and does not separate lease and non-lease components. Several of the Company’s leases include options to renew, with renewal terms that can extend from one to 10 years or more. The exercise of lease renewal options is primarily at the Company’s discretion. To measure operating lease recognition, the Company evaluates its lease agreements to determine if they have economic incentives for renewal or options to purchase. The Company deems leasehold improvements as one of the few economic incentives that would entice the Company to renew a lease and all of its leasehold improvements are currently fully amortized. Intangibles The Company has intangible assets consisting primarily of trademarks/tradenames (which are not amortized) resulting from a business combination. The Company tests for impairment on an annual basis during the fourth quarter, and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. No impairment charges were recognized for the years ended December 31, 2023 and 2022. Revenue Recognition 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, the Company recognizes revenues as the services are performed. Revenue is generally recognized based on receivers laid out and picked up compared to total receivers anticipated to be recorded on the survey using the total estimated revenue for the service contract. 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. The Company receives reimbursements for certain out-of-pocket expenses under the terms of the service contracts. 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. 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 deferred revenue amounts are recognized as revenue. F-10 Table of Contents 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. These fulfillment costs are capitalized in other current assets and generally 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. Estimates for total revenue and total fulfillment cost on any service contract are based on certain qualitative and quantitative judgments supported by underlying facts. 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. Additionally, the Company’s 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. Segments Historically, the chief operating decision maker made operating decisions and evaluated operating results of the Company on a consolidated basis. In December 2023, we appointed a new Chief Executive Officer who is our current chief operating decision maker. Currently, our chief operating decision maker reviews the discrete segment financial information on a geographic basis for the US operations and Canada Operations. The revenue for both of the Company’s 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. 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. As a result, our business has two reportable segments, US operations and Canada Operations. We have included disclosures about our two reportable segments for all periods presented herein. See Note 15 for additional disclosures related to our reportable segments. Stock-Based Compensation The Company measures all stock-based compensation awards, which include stock options, restricted stock, restricted stock units and common stock awards, using the fair value method and recognizes compensation expense, net of actual forfeitures, as operating or general and administrative expense, as appropriate, in the Consolidated Statements of Operations and Comprehensive Loss on a straight-line basis over the vesting period of the related awards. Foreign Currency Translation The U.S. Dollar is the reporting currency for all periods presented. The functional currency of the Company’s foreign subsidiaries is generally the local currency. Any transactions denominated in a currency other than the functional currency are remeasured with the resulting unrealized gain or loss recognized in the Consolidated Statements of Operations and Comprehensive Loss as other income (expense). All assets and liabilities in the functional currency are then translated into U.S. Dollars at the exchange rate on the consolidated balance sheet date. Income and expenses are translated using the exchange rate applicable to each transaction. Equity transactions are translated using historical exchange rates. Adjustments resulting from translation are recorded as a separate component of accumulated other comprehensive income (loss) in the Consolidated Balance Sheets. Realized foreign currency transaction gains (losses) are included in the Consolidated Statements of Operations and Comprehensive Loss as other income (expense). Income Taxes The Company accounts for income taxes by recognizing amounts of taxes payable or refundable for the current year, and by using an asset and liability approach in recognizing the amount of deferred tax assets and liabilities for the future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. Management determines deferred taxes by identifying the types and amounts of existing temporary differences, measuring the total deferred tax asset or liability using the applicable tax rate in effect for the year in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates of deferred tax assets and liabilities is recognized in income in the year of an enacted rate change. The deferred tax asset is reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the deferred tax asset will not be F-11 Table of Contents realized. Management’s methodology for recording income taxes requires judgment regarding assumptions and the use of estimates, including determining the annual effective tax rate and the valuation of deferred tax assets, which can create variances between actual results and estimates and could have a material impact on the Company’s provision or benefit for income taxes. Due to recent operating losses and valuation allowances, the Company may recognize reduced or no tax benefits on future losses on the Consolidated Statements of Operations and Comprehensive Loss. The Company’s effective tax rates differ from the statutory federal rate of 21 % for certain items such as state and local taxes, valuation allowances, non-deductible expenses and discrete items. Use of Estimates in the Preparation of Financial Statements Preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of certain assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most sensitive estimates involve the Company’s estimates for total revenues and total fulfillment costs on service contracts. Because of the use of assumptions and estimates inherent in the reporting process, actual results could differ from those estimates. Severance Expense 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. This severance is included on the balance sheet within accrued liabilities in payroll costs and other taxes. This severance will be paid out in bi-weekly payments for (ii) and (iii) until February of 2025, and bi-weekly payments for (i) until December of 2025. Risks and uncertainties Our ability to be profitable in the future will depend on many factors beyond our control, but primarily on the level of demand for land-based seismic data acquisition services by oil and natural gas exploration and development companies. We incurred net losses of $ 12.1 million for the year ended December 31, 2023, and $ 18.6 million for the year ended December 31, 2022. As of December 31, 2023, we had $ 15.8 million in cash, and a positive working capital balance of $ 15 million. We believe that our cash flows from operations, and our current financial position are adequate to fund our continued operations. ​ 2. Short-Term Investments The Company had short-term investments at December 31, 2023 and 2022 consisting of certificates of deposit with original maturities greater than three months but less than a year. Certificates of deposit with any given banking institution did not exceed the FDIC insurance limit at December 31, 2023 or 2022. 3. Fair Value of Financial Instruments At December 31, 2023 and 2022, the Company’s financial instruments included cash and cash equivalents, restricted cash, short-term investments in certificates of deposit, accounts receivable, employee retention credit receivable, other current assets, accounts payable, other current liabilities, notes payable, finance leases and operating lease liabilities. Due to the short-term maturities of cash and cash equivalents, restricted cash, accounts receivable, employee retention credit receivable, other current assets, accounts payable and other current liabilities, the carrying amounts approximate fair value at the respective balance sheet dates. The carrying value of the notes payable, finance leases and operating lease liabilities approximate their fair value based on a comparison with the prevailing market interest rates. Due to the short-term maturities of the Company’s investments in certificates of deposit, the carrying amounts approximate fair value at the respective balance sheet dates. The fair values of the Company’s notes payable, finance leases, operating lease liabilities and investments in certificates of deposit are level 2 measurements in the fair value hierarchy. ​ ​ F-12 Table of Contents 4. Property and Equipment Property and equipment, together with the related estimated useful lives at December 31, 2023 and 2022, were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ 2023 2022 (as adjusted) ​ Useful Lives Land, building and other ​ $ 13,476 ​ $ 13,440 ​ 3 to 40 years Recording equipment ​ 140,156 ​ 154,132 ​ 5 to 10 years Vibrator energy sources ​ 64,690 ​ 64,110 ​ 5 to 15 years Vehicles ​ 23,633 ​ 22,997 ​ 1.5 to 10 years ​ ​ 241,955 ​ 254,679 ​ ​ ​ Less accumulated depreciation ​ ( 225,447 ) ​ ( 234,211 ) ​ ​ ​ Property and equipment, net ​ $ 16,508 ​ $ 20,468 ​ ​ ​ ​ 5. Supplemental Consolidated Financial Statement Information Other Current Assets and Other Current Liabilities Prepaid expenses and other current assets consist of the following at December 31, 2023 and 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2023 2022 (as adjusted) Contract assets ​ $ 4,318 ​ $ 5,433 Prepaid expenses ​ ​ 3,197 ​ ​ 2,271 Other assets ​ 1,139 ​ 1,247 Other current assets ​ $ 8,654 ​ $ 8,951 ​ Other current liabilities consisted of the following at December 31, 2023 and 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2023 2022 (as adjusted) Accrued self-insurance reserves ​ $ 338 ​ $ 435 Other accrued expenses and current liabilities ​ 371 ​ 845 Other current liabilities ​ $ 709 ​ $ 1,280 ​ F-13 Table of Contents Related Party Transactions For the year ending December 31, 2023, the Company incurred related party expenses totaling approximately $ 120,000 related to hauling charges paid to various commonly controlled companies of Wilks Brothers, LLC, the holder of approximately 80 % of the Company’s outstanding stock. For the year ended December 31, 2023, the Company recorded approximately $ 10,000 of related party revenue from a commonly controlled company of Wilks Brothers, LLC. The Company did not have any related party transactions during the year ended December 31, 2022. As of December 31, 2023, the Company had approximately $ 11,000 of outstanding related party accounts payable and no outstanding related party accounts receivable. For the years ended December 31, 2023, and December 31, 2022, Breckenridge incurred related party expenses totaling approximately $ 110,000 and $ 567,000 , respectively. For the year ended December 31, 2023, these charges by various commonly controlled companies of Wilks Brothers, LLC consisted of trucking charges of $ 60,000 , management charges of $ 44,000 , and payroll administration charges of $ 6,000 . For the year ended December 31, 2022, these charges by various commonly controlled companies of Wilks Brothers, LLC consisted of trucking charges of $ 92,000 , management charges of $ 432,000 , and payroll administration charges of $ 43,000 . Deferred Costs Deferred costs were $ 5.4 million and $ 1 million at January 1, 2023 and 2022, respectively. The Company’s prepaid expenses and other current assets at December 31, 2023 and 2022 included deferred costs incurred to fulfill contracts with customers of $ 4.3 million and $ 5.4 million, respectively. Deferred costs at December 31, 2023 compared to January 1, 2023 decreased primarily as a result of the completion of several projects for clients with significant deferred fulfillment costs at the beginning of the year. Deferred costs at December 31, 2022 compared to January 1, 2022 increased primarily as a result of new projects for clients with significant deferred fulfillment costs at December 31, 2022. The amount of total deferred costs amortized for the years ended December 31, 2023 and 2022 was $ 38.3 million and $ 6.8 million, respectively. There were no material impairment losses incurred during these periods. Deferred Revenue Deferred revenue was $ 7.4 million and $ 1.3 million at January 1, 2023 and 2022, respectively. The Company’s deferred revenue at December 31, 2023 and 2022 was $ 11.8 million and $ 7.4 million, respectively. Deferred revenue at December 31, 2023 and 2022 compared to January 1, 2023 and 2022, increased primarily as a result of various new projects for clients with large third party reimbursables where data has not yet been recorded. Revenue recognized for the year ended December 31, 2023 that was included in the contract liability balance at the beginning of 2023 was $ 7.3 million. Revenue recognized for the year ended December 31, 2022 that was included in the contract liability balance at the beginning of 2022 was $ 1.1 million. Deferred revenue not recognized during 2023 relates to projects that have not yet started or were cancelled. ​ 6 . Debt Dominion Loan Agreement On September 30, 2019, the Company entered into a Loan and Security Agreement with Dominion Bank, a Texas state bank (“Dominion Bank”). On September 30, 2023, the Company entered into a Fifth Loan Modification Agreement (the “Fifth Modification Agreement”) to the Loan and Security Agreement (as amended by (i) that certain Loan Modification Agreement dated as of September 30, 2020, (ii) that certain Second Loan Modification Agreement dated as of September 30, 2021, (iii) that certain Third Loan Modification Agreement dated as of September 30, 2022, (iv) that certain Fourth Modification Agreement dated as of March 21, 2023, and (v) the Fifth Modification Agreement, the “Loan Agreement”). The Loan Agreement now provides 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. The Company’s obligations under the Loan Agreement are secured by a Certificate of Deposit with Dominion Bank for $ 5.0 M (the “Deposit”) in the F-14 Table of Contents Company’s collateral account. As of December 31, 2023, the Company has not borrowed any amounts under the Revolving Credit Facility and has approximately $ 5 million available for withdrawal. Under the Revolving Credit Facility, interest will accrue at an annual rate equal to the lesser of (i) 7.75 % and (ii) the greater of (a) the prime rate as published from time to time in The Wall Street Journal or (b) 4.75 %. From and after September 30, 2023 and so long as the Deposit held by Dominion Bank remains greater than or equal to the indebtedness (the “Financial Covenant Suspension Threshold”), the testing of the financial covenants set forth in the Loan Agreement has been suspended. The financial covenant testing shall resume if and when the Financial Covenant Suspension Threshold is no longer satisfied. The maturity date of the Loan Agreement is September 30, 2024. The Company does not currently have any notes payable under the Revolving Credit Facility. Dominion Letters of Credit As of December 31, 2023, Dominion Bank has issued one letter of credit in the amount of $ 265,000 to support the Company’s workers compensation insurance. The letter of credit is secured by a certificate of deposit with Dominion Bank. Other Indebtedness As of December 31, 2023, the Company has one note payable to a finance company for various insurance premiums totaling $ 910,000 . In addition, the Company leases certain seismic recording equipment and vehicles under leases classified as finance leases. The Company’s Consolidated Balance Sheets as of December 31, 2023 and 2022 include finance leases of $ 1.8 million and $ 277,000 , respectively. Maturities of Debt The Company’s aggregate principal amount of outstanding notes payable and the interest rates and monthly payments as of December 31, 2023 and 2022 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ December 31, 2022 Notes payable to finance company for insurance ​ ​ ​ ​ ​ ​ Aggregate principal amount outstanding ​ $ 910 ​ $ 205 Interest rate ​ ​ 8.75 % ​ ​ 8.24 % ​ The Company’s aggregate maturities of finance leases at December 31, 2023 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ January 2024 - December 2024 ​ $ 470 ​ ​ ​ January 2025 - December 2025 ​ ​ 569 ​ ​ ​ January 2026 - December 2026 ​ ​ 517 ​ ​ ​ January 2027 - December 2027 ​ ​ 203 ​ ​ ​ Obligations under finance leases ​ $ 1,759 ​ ​ ​ ​ Interest rates on these leases ranged from 4.86 % to 8.74 %. 7. Leases The Company leases certain vehicles, seismic recording equipment, real property and office equipment under lease agreements. The Company evaluates each lease to determine its appropriate classification as an operating lease or finance lease for financial reporting purposes. The Company is the lessee in a lease contract when we obtain the right to F-15 Table of Contents control the asset. The majority of our operating leases are non-cancelable operating leases for office, shop and warehouse space in Midland, Plano, Houston and Calgary, Alberta. The components of lease cost for the years ended December 31, 2023 and 2022 were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 2022 Finance lease cost ​ ​ ​ ​ ​ ​ Amortization of right-of-use assets ​ $ 957 ​ $ 1,273 Interest on lease liabilities ​ ​ 57 ​ ​ 3 Total finance lease cost ​ ​ 1,014 ​ ​ 1,276 ​ ​ ​ ​ ​ ​ ​ Operating lease cost ​ ​ 1,201 ​ ​ 1,242 ​ ​ ​ ​ ​ ​ ​ Short-term lease cost ​ ​ — ​ ​ — Total lease cost ​ $ 2,215 ​ $ 2,518 Supplemental cash flow information related to leases for the years ended December 31, 2023 and 2022 was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 Cash paid for amounts included in the measurement of lease liabilities ​ ​ ​ ​ ​ ​ Operating cash flows from operating leases ​ $ ( 1,345 ) ​ $ ( 1,271 ) Operating cash flows from finance leases ​ $ ( 57 ) ​ $ ( 3 ) Financing cash flows from finance leases ​ $ ( 253 ) ​ $ ( 47 ) Right-of-use assets obtained in exchange for lease obligations ​ ​ ​ ​ ​ ​ Operating leases ​ $ 283 ​ $ 598 Finance leases ​ $ — ​ $ — F-16 Table of Contents Supplemental balance sheet information related to leases as of December 31, 2023 and 2022 was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2023 2022 Operating leases ​ ​ ​ ​ ​ ​ Operating lease right-of-use assets ​ $ 3,208 ​ $ 4,010 ​ ​ ​ ​ ​ ​ ​ Operating lease liabilities - current ​ $ 1,202 ​ $ 1,118 Operating lease liabilities - long-term ​ ​ 2,363 ​ ​ 3,331 Total operating lease liabilities ​ $ 3,565 ​ $ 4,449 ​ ​ ​ ​ ​ ​ ​ Finance leases ​ ​ ​ ​ ​ ​ Property and equipment, at cost ​ $ 10,672 ​ $ 8,942 Accumulated depreciation ​ ​ ( 7,982 ) ​ ​ ( 7,336 ) Property and equipment, net ​ $ 2,690 ​ $ 1,606 ​ ​ ​ ​ ​ ​ ​ Finance lease liabilities - current ​ $ 470 ​ $ 70 Finance lease liabilities - long-term ​ ​ 1,289 ​ ​ 207 Total finance lease liabilities ​ $ 1,759 ​ $ 277 ​ ​ ​ ​ ​ ​ ​ Weighted average remaining lease term ​ ​ ​ ​ ​ ​ Operating leases ​ ​ 3.1 years ​ ​ 3.9 years Finance leases ​ ​ 3.2 years ​ ​ 2.8 years ​ ​ ​ ​ ​ ​ ​ Weighted average discount rate ​ ​ ​ ​ ​ ​ Operating leases ​ ​ 5.20 % ​ ​ 5.03 % Finance leases ​ ​ 6.60 % ​ ​ 7.21 % ​ Maturities of lease liabilities at December 31, 2023 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Leases ​ Finance Leases January 2024 - December 2024 ​ $ 1,359 ​ $ 571 January 2025 - December 2025 ​ ​ 1,071 ​ ​ 638 January 2026 - December 2026 ​ ​ 1,090 ​ ​ 548 January 2027 - December 2027 ​ ​ 336 ​ ​ 208 January 2028 - December 2028 ​ ​ 23 ​ ​ — Thereafter ​ ​ — ​ ​ — Total payments under lease agreements ​ ​ 3,879 ​ ​ 1,965 ​ ​ ​ ​ ​ ​ ​ Less imputed interest ​ ​ ( 314 ) ​ ​ ( 206 ) ​ ​ ​ ​ ​ ​ ​ Total lease liabilities ​ $ 3,565 ​ $ 1,759 ​ ​ ​ 8. Stock-Based Compensation Since the date of its effectiveness on May 5, 2016, the Company issues new grants of stock-based awards pursuant to the Dawson Geophysical Company 2016 Stock and Performance Incentive Plan (the “2016 Plan”). All of the Company’s prior plans have expired pursuant to their terms and no awards previously granted under prior plans remain outstanding. The awards outstanding and available under the 2016 Plan, as restated in 2020, and their associated accounting treatment are discussed below. In 2016, the Company adopted the 2016 Plan, which provides for the issuance of up to 1,000,000 shares of authorized Company common stock, which authorized amount was increased to 1,050,000 as a result of the 5 % stock dividend approved by the Board on May 1, 2018. At the annual shareholders’ meeting on June 9, 2020, the Company’s shareholders approved a restated version of the 2016 Plan (the “Restated 2016 Plan”), which authorized an additional F-17 Table of Contents 1,000,000 shares. The total aggregate numbers of shares of Common Stock reserved under the Restated 2016 Plan is 2,050,000 shares. As of December 31, 2023, there were approximately 1,264,487 shares available for future issuance. The Restated 2016 Plan provides for the issuance of stock-based compensation awards, including stock options, common stock, restricted stock, restricted stock units and other forms. Stock option grant prices awarded under the Restated 2016 Plan may not be less than the fair market value of the common stock subject to such option on the grant date, and the term of stock options shall extend no more than ten years after the grant date. The Restated 2016 Plan terminates June 9, 2030. The Company’s employees and officers that hold unvested restricted stock awarded during 2016 or thereafter are not entitled to dividends when the Company pays dividends. Impact of Stock-Based Compensation The following table summarizes stock-based compensation expense, which is included in operating or general and administrative expense, as appropriate, in the Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2023 and 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ 2023 ​ 2022 ​ Restricted stock unit awards ​ $ — ​ $ 413 ​ Common stock awards ​ ​ — ​ ​ — ​ Total compensation expense ​ $ — ​ $ 413 ​ ​ Stock Options There was no stock option activity during the years ended December 31, 2023 and 2022. There were no outstanding stock options as of December 31, 2023 or 2022. Restricted Stock Awards There was no restricted stock award activity during the years ended December 31, 2023 and 2022. Restricted Stock Unit Awards The Company did no t grant any restricted stock unit awards during the years ended December 31, 2023 or 2022. As of December 31, 2023, there was no unrecognized compensation cost related to nonvested restricted stock unit awards. The aggregate vesting date fair value of restricted stock units for the years ended December 31, 2023 and 2022 was $ 0 and $ 351,000 , respectively. The aggregate cash settlement date fair value of restricted stock units for the years ended December 31, 2023 and 2022 was $ 0 and $ 301,000 , respectively. An additional 5 % over fair value of restricted stock units was issued for those who chose the cash settlement option with an aggregate value for the years ended December 31, 2023 and 2022 of $ 0 and $ 15,000 , respectively. Common Stock Awards The Company did no t grant any common stock awards with immediate vesting to outside directors during the years ended December 31, 2023 and 2022. ​ ​ 9. Employee Benefit Plans The Company provides a 401(k) plan as part of its employee benefits package in order to retain quality personnel. The Company elected to match 100 % of the employee contributions up to a maximum of 6 % of the participant’s applicable compensation under its 401(k) plan for the years ended December 31, 2023 and 2022. The Company’s matching F-18 Table of Contents contributions under its 401(k) plan for the years ended December 31, 2023 and 2022 were approximately $ 648,000 and $ 537,000 , respectively. 10. Advertising Costs Advertising costs are charged to expense as incurred. Advertising costs for the years ended December 31, 2023 and 2022 totaled $ 32,000 and $ 29,000 , respectively. 11. Income Taxes The Company’s components of loss before income tax, exclusive of Breckenridge were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 2022 Domestic ​ $ ( 9,177 ) ​ $ ( 20,566 ) ​ Foreign ​ ​ ( 2,090 ) ​ ​ 222 ​ Loss before income tax ​ $ ( 11,267 ) ​ $ ( 20,344 ) ​ ​ The Company’s components of income tax benefit (expense) were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 Current federal benefit ​ $ 17 ​ $ 9 ​ Current state expense ​ ( 42 ) ​ — ​ Deferred federal benefit (expense) ​ 114 ​ ( 109 ) ​ Deferred state benefit (expense) ​ ​ 7 ​ ​ ( 7 ) ​ Income tax benefit (expense) ​ $ 96 ​ $ ( 107 ) ​ ​ The income tax provision differs from the amount computed by applying the statutory federal income tax rate to loss before income tax as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 2022 Tax benefit computed at statutory rate of 21 % ​ $ 2,366 ​ $ 4,272 ​ Change in valuation allowance ​ ( 2,599 ) ​ 15,352 ​ State income tax expense, net of federal tax ​ ( 28 ) ​ ( 5 ) ​ Foreign losses ​ 492 ​ 70 ​ Section 382 limited NOL ​ ​ — ​ ​ ( 19,904 ) ​ Other ​ ( 135 ) ​ 108 ​ Income tax benefit (expense) ​ $ 96 ​ $ ( 107 ) ​ ​ F-19 Table of Contents The principal components of the Company’s net deferred tax assets (liabilities) (in thousands) were as follows: ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2023 2022 Deferred tax assets: ​ ​ ​ ​ ​ ​ Federal tax net operating loss ("NOL") carryforward ​ $ 14,505 ​ $ 13,373 Foreign tax NOL carryforward ​ 7,031 ​ 6,423 Deferred revenue ​ 1,697 ​ 379 State tax NOL carryforward ​ ​ 1,579 ​ ​ 1,398 Intangible Assets - Breckenridge ​ ​ 939 ​ ​ — Accrued severance ​ 456 ​ — Other comprehensive income ​ ​ 421 ​ ​ 458 Foreign deferred taxes ​ ​ 256 ​ ​ 252 Right-of-use assets ​ 79 ​ 80 Canadian start-up costs ​ ​ 58 ​ ​ 74 Other ​ ​ 53 ​ ​ 52 Self-insurance ​ 39 ​ 37 Workers’ compensation ​ 3 ​ 8 Gross deferred tax assets ​ ​ 27,116 ​ ​ 22,534 Less valuation allowances ​ ( 26,443 ) ​ ( 21,184 ) Net deferred tax assets ​ ​ 673 ​ ​ 1,350 Deferred tax liabilities: ​ ​ ​ ​ ​ ​ Property and equipment ​ ( 688 ) ​ ( 1,486 ) Net deferred tax liabilities ​ $ ( 15 ) ​ $ ( 136 ) ​ ​ ​ ​ ​ ​ ​ Domestic deferred tax liabilities ​ $ ( 15 ) ​ $ ( 136 ) Foreign deferred tax liabilities ​ ​ — ​ ​ — Net deferred tax liabilities ​ $ ( 15 ) ​ $ ( 136 ) ​ At December 31, 2023, the Company had a gross NOL for U.S. federal income tax purposes of approximately $ 163,849,000 but expects approximately $ 94,779,000 to expire unused due to the 382 event discussed below. The remaining NOL will begin to expire in 2027. Losses incurred after the year ended December 31, 2017 have no expiration. The Company will carry forward the tax benefits related to federal net NOL of approximately $ 14,505,000 . The Company also had state net NOLs that will affect state taxes of approximately $ 1,579,000 at December 31, 2023. State NOLs began to expire in 2015 and continue to expire each year. The Company also had a Canadian gross NOL of $ 27,043,000 that will begin to expire in 2037. On January 14, 2022, the Company was subject to an Internal Revenue Code section 382 event that limited some of our NOL utilization in future periods. The 382 limitation rendered a substantial portion of the NOLs unusable and caused the Company to write off approximately $ 19,904,000 of the federal net NOLs against the valuation allowance. It also caused the Company to adjust the valuation allowance so we are still in a naked credit position domestically, but it did not have a material impact on tax expense. In evaluating the possible sources of taxable income during 2023, the Company determined it is more likely than not that the remaining deferred tax assets will not be realizable. As a result, the Company recorded full valuation allowance against foreign deferred tax assets and its federal and state deferred tax assets with the exception of its trademark intangible. At December 31, 2023 and 2022, the Company did no t have any uncertain tax positions. The Company’s policy is to recognize interest and penalties related to an uncertain tax position in income tax expense. 12. Supplemental Purchase Agreement Transaction Information Historical financial information for Breckenridge was derived from Breckenridge’s financial statements. In the opinion of the Company’s management, the financial information of Breckenridge reflects all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The non-cash items associated with the Purchase Agreement shown on the Condensed Consolidated Statements of Cash Flows consist of “Deemed distribution (contribution)” and “Acquisition of Breckenridge net assets” and are derived as follows (in thousands): F-20 Table of Contents ​ ​ ​ ​ ​ ​ ​ Deemed Distribution (Contribution) ​ Year Ended December 31, ​ 2023 2022 Deemed distribution (contribution) of short-term investments ​ $ 1,000 ​ $ — Deemed distribution (contribution) of accounts receivable ​ 1,015 ​ ( 2,605 ) Deemed distribution (contribution) of prepaids and other ​ 1 ​ ( 133 ) Deemed distribution (contribution) of land and buildings ​ ​ 514 ​ ​ ( 4,726 ) Deemed (distribution) contribution of accounts payable ​ ​ ( 132 ) ​ ​ 196 Deemed (distribution) contribution of accrued liabilities ​ ​ ( 69 ) ​ ​ 228 Deemed (distribution) contribution of deferred revenue ​ ​ — ​ ​ 568 Deemed distribution of Breckenridge net assets not acquired ​ $ 2,329 ​ ​ ​ Deemed contribution of Breckenridge net assets ​ ​ ​ ​ $ ( 6,472 ) ​ ​ ​ ​ ​ Historical Carrying Value of Assets Acquired ​ March 24, 2023 Accounts receivable, net ​ $ 67 Prepaid expenses and other current assets ​ ​ 56 Property and equipment, net ​ ​ 1,322 Other accrued liabilities ​ ​ ( 16 ) Deferred revenue ​ ​ ( 94 ) Acquisition of Breckenridge net assets ​ $ 1,335 ​ Total consideration for the asset purchase is as follows (in thousands): ​ ​ ​ ​ Consideration Paid ​ March 24, 2023 Common stock issued ​ $ 2,020 Note payable issued ​ ​ 9,880 Purchase price ​ $ 11,900 ​ Because the Transaction constitutes a transaction among entities under common control, the excess purchase price over the historical carrying value of the net assets acquired was recorded as a charge to additional paid in capital. The excess purchase price over the historical carrying value of the assets at the acquisition date is as follows (unaudited and in thousands): ​ ​ ​ ​ Excess Purchase Price ​ March 24, 2023 Purchase price ​ $ 11,900 Historical carrying value of assets acquired ​ ​ ( 1,335 ) Excess purchase price ​ $ 10,565 ​ F-21 Table of Contents The following table reconciles the previously reported Balance Sheet at December 31, 2022 to the current Balance Sheet for the same period (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ Dawson ​ Breckenridge ​ Dawson ​ Previously Reported ​ ​ ​ As Adjusted ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents $ 13,914 ​ $ 4,689 ​ $ 18,603 Restricted cash ​ 5,000 ​ ​ — ​ ​ 5,000 Short-term investments ​ 265 ​ ​ — ​ ​ 265 Accounts receivable, net ​ 6,945 ​ ​ 1,027 ​ ​ 7,972 Employee retention credit receivable ​ 3,035 ​ ​ — ​ ​ 3,035 Prepaid expenses and other current assets ​ 8,876 ​ ​ 75 ​ ​ 8,951 Total current assets ​ 38,035 ​ ​ 5,791 ​ ​ 43,826 ​ ​ ​ ​ ​ ​ ​ ​ ​ Property and equipment, net ​ 18,127 ​ ​ 2,341 ​ ​ 20,468 Right-of-use assets ​ 4,010 ​ ​ — ​ ​ 4,010 Intangibles, net ​ 369 ​ ​ — ​ ​ 369 Total assets $ 60,541 ​ $ 8,132 ​ $ 68,673 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities and Stockholders' Equity ​ ​ ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Accounts payable $ 4,015 ​ $ 125 ​ $ 4,140 Accrued liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Payroll costs and other taxes ​ 1,973 ​ ​ 28 ​ ​ 2,001 Other ​ 1,178 ​ ​ 102 ​ ​ 1,280 Deferred revenue ​ 7,199 ​ ​ 181 ​ ​ 7,380 Current maturities of notes payable and finance leases ​ 275 ​ ​ — ​ ​ 275 Current maturities of operating lease liabilities ​ 1,118 ​ ​ — ​ ​ 1,118 Total current liabilities ​ 15,758 ​ ​ 436 ​ ​ 16,194 ​ ​ ​ ​ ​ ​ ​ ​ ​ Long-term liabilities: ​ ​ ​ ​ ​ ​ ​ ​ Notes payable and finance leases, net of current maturities ​ 207 ​ ​ — ​ ​ 207 Operating lease liabilities, net of current maturities ​ 3,331 ​ ​ — ​ ​ 3,331 Deferred tax liabilities, net ​ 136 ​ ​ 1 ​ ​ 137 Total long-term liabilities ​ 3,674 ​ ​ 1 ​ ​ 3,675 ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders' equity: ​ ​ ​ ​ ​ ​ ​ ​ Common stock ​ 238 ​ ​ — ​ ​ 238 Additional paid-in capital ​ 155,413 ​ ​ — ​ ​ 155,413 Accumulated earnings (deficit) ​ ( 112,469 ) ​ ​ — ​ ​ ( 112,469 ) Equity of Breckenridge prior to acquisition ​ — ​ ​ 7,695 ​ ​ 7,695 Accumulated other comprehensive income (loss), net ​ ( 2,073 ) ​ ​ — ​ ​ ( 2,073 ) Total stockholders' equity ​ 41,109 ​ ​ 7,695 ​ ​ 48,804 ​ ​ ​ ​ ​ ​ ​ ​ ​ Total liabilities and stockholders' equity $ 60,541 ​ $ 8,132 ​ $ 68,673 F-22 Table of Contents The following tables reconcile the previously reported Statement of Operations for the year ended December 31, 2022 to the current Statement of Operations for the same periods (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2022 ​ Dawson ​ Breckenridge ​ Eliminations and ​ Dawson ​ Previously Reported ​ ​ ​ Other Adjustments ​ As Adjusted Operating revenues ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fee revenue $ 31,921 ​ $ 16,351 ​ $ ( 2,201 ) ​ $ 46,071 Reimbursable revenue ​ 5,559 ​ ​ — ​ ​ — ​ ​ 5,559 ​ ​ 37,480 ​ ​ 16,351 ​ ​ ( 2,201 ) ​ ​ 51,630 Operating costs: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fee operating expenses ​ 32,351 ​ ​ 10,837 ​ ​ ( 2,201 ) ​ ​ 40,987 Reimbursable operating expenses ​ 5,559 ​ ​ — ​ ​ — ​ ​ 5,559 ​ ​ 37,910 ​ ​ 10,837 ​ ​ ( 2,201 ) ​ ​ 46,546 General and administrative ​ 13,785 ​ ​ 1,670 ​ ​ — ​ ​ 15,455 Depreciation and amortization ​ 9,795 ​ ​ 2,035 ​ ​ — ​ ​ 11,830 ​ ​ 61,490 ​ ​ 14,542 ​ ​ ( 2,201 ) ​ ​ 73,831 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from operations ​ ( 24,010 ) ​ ​ 1,809 ​ ​ — ​ ​ ( 22,201 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest income ​ 316 ​ ​ 1 ​ ​ — ​ ​ 317 Interest expense ​ ( 31 ) ​ ​ — ​ ​ — ​ ​ ( 31 ) Other income (expense), net ​ 415 ​ ​ ( 4 ) ​ ​ — ​ ​ 411 Gain from employee retention credit ​ 2,966 ​ ​ — ​ ​ — ​ ​ 2,966 Income (loss) before income tax ​ ( 20,344 ) ​ ​ 1,806 ​ ​ — ​ ​ ( 18,538 ) Income tax benefit (expense) ​ ( 107 ) ​ ​ — ​ ​ — ​ ​ ( 107 ) Net income (loss) ​ ( 20,451 ) ​ ​ 1,806 ​ ​ — ​ ​ ( 18,645 ) Other comprehensive income (loss): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net unrealized income (loss) on foreign exchange rate translation ​ ( 1,063 ) ​ ​ — ​ ​ — ​ ​ ( 1,063 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive (loss) income $ ( 21,514 ) ​ $ 1,806 ​ $ — ​ $ ( 19,708 ) Basic income (loss) per share of common stock $ ( 0.86 ) ​ $ — ​ $ 0.11 ​ $ ( 0.75 ) Diluted income (loss) per share of common stock $ ( 0.86 ) ​ $ — ​ $ 0.11 ​ $ ( 0.75 ) Weighted average equivalent common shares outstanding ​ 23,782,796 ​ ​ — ​ ​ 1,188,235 ​ ​ 24,971,031 Weighted average equivalent common shares outstanding ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ - assuming dilution ​ 23,782,796 ​ ​ — ​ ​ 1,188,235 ​ ​ 24,971,031 F-23 Table of Contents The following table reconciles the previously reported Statement of Cash Flows for the year ended December 31, 2022 to the current Statement of Cash Flows for the same period (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2022 ​ Dawson ​ Breckenridge ​ Dawson ​ Previously Reported ​ ​ ​ As Adjusted ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ Net (loss) income $ ( 20,451 ) ​ $ 1,806 ​ $ ( 18,645 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjustments to reconcile net (loss) income to net cash provided by operating activities: ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ 9,795 ​ ​ 2,035 ​ ​ 11,830 Operating lease cost ​ 998 ​ ​ — ​ ​ 998 Non-cash compensation ​ 413 ​ ​ — ​ ​ 413 Deferred income tax expense ​ 116 ​ ​ — ​ ​ 116 Gain on disposal of assets ​ ( 219 ) ​ ​ 770 ​ ​ 551 Remeasurement and other ​ ( 18 ) ​ ​ — ​ ​ ( 18 ) Change in operating assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ (Increase) decrease in accounts receivable ​ 1,311 ​ ​ 1,579 ​ ​ 2,890 Increase in employee retention credit receivable ​ ( 3,035 ) ​ ​ — ​ ​ ( 3,035 ) (Increase) decrease in prepaid expenses and other assets ​ ( 4,382 ) ​ ​ 58 ​ ​ ( 4,324 ) Increase (decrease) in accounts payable ​ 873 ​ ​ ( 71 ) ​ ​ 802 Increase (decrease) in accrued liabilities ​ 802 ​ ​ ( 97 ) ​ ​ 705 Increase (decrease) in operating lease liabilities ​ ( 1,026 ) ​ ​ — ​ ​ ( 1,026 ) Increase (decrease) in deferred revenue ​ 5,862 ​ ​ ( 388 ) ​ ​ 5,474 Net cash (used in) provided by operating activities ​ ( 8,961 ) ​ ​ 5,692 ​ ​ ( 3,269 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures ​ ( 894 ) ​ ​ ( 535 ) ​ ​ ( 1,429 ) Proceeds from disposal of assets ​ 225 ​ ​ 115 ​ ​ 340 Net cash used in investing activities ​ ( 669 ) ​ ​ ( 420 ) ​ ​ ( 1,089 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities: ​ ​ ​ ​ ​ ​ ​ ​ Principal payments on notes payable ​ ( 1,253 ) ​ ​ — ​ ​ ( 1,253 ) Principal payments on finance leases ​ ( 47 ) ​ ​ — ​ ​ ( 47 ) Tax withholdings related to stock-based compensation awards ​ ( 79 ) ​ ​ — ​ ​ ( 79 ) Cash settlement of RSUs ​ ( 301 ) ​ ​ — ​ ​ ( 301 ) Sale of treasury stock ​ 113 ​ ​ — ​ ​ 113 Breckenridge cash contributions prior to acquisition ​ — ​ ​ ( 583 ) ​ ​ ( 583 ) Net cash used in financing activities ​ ( 1,567 ) ​ ​ ( 583 ) ​ ​ ( 2,150 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Effect of exchange rate changes on cash and cash equivalents and restricted cash ​ ( 265 ) ​ ​ — ​ ​ ( 265 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (decrease) increase in cash and cash equivalents and restricted cash ​ ( 11,462 ) ​ ​ 4,689 ​ ​ ( 6,773 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents and restricted cash at beginning of period ​ 30,376 ​ ​ — ​ ​ 30,376 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents and restricted cash at end of period $ 18,914 ​ $ 4,689 ​ $ 23,603 ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental cash flow information: ​ ​ ​ ​ ​ ​ ​ ​ Cash paid for interest $ 31 ​ $ — ​ $ 31 Cash received for income taxes $ 7 ​ $ — ​ $ 7 ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-cash operating, investing and financing activities: ​ ​ ​ ​ ​ ​ ​ ​ Increase in accrued purchases of property and equipment $ 605 ​ $ — ​ $ 605 Financed leases incurred $ 279 ​ $ — ​ $ 279 Increase in right-of-use assets and operating lease liabilities $ 598 ​ $ — ​ $ 598 Financed insurance premiums $ 1,193 ​ $ — ​ $ 1,193 Deemed contribution of Breckenridge net assets $ — ​ $ ( 6,472 ) ​ $ ( 6,472 ) ​ F-24 Table of Contents The following table details the standalone Breckenridge Statement of Operations for the period from January 1, 2023 through March 24, 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ December 31, 2023 ​ ​ ​ ​ ​ ​ Operating revenues ​ $ 782 ​ ​ ​ ​ ​ ​ Operating costs: ​ ​ ​ ​ Operating expenses ​ ​ 806 ​ General and administrative ​ ​ 438 ​ Depreciation and amortization ​ ​ 505 ​ ​ ​ ​ 1,749 ​ ​ ​ ​ ​ ​ Income (loss) from operations ​ ​ ( 967 ) ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ Interest income ​ ​ 2 ​ Interest expense ​ ​ — ​ Other income (expense), net ​ ​ ( 11 ) ​ Income (loss) before income tax ​ ​ ( 976 ) ​ Income tax benefit (expense) ​ ​ — ​ Net income (loss) ​ $ ( 976 ) ​ ​ ​ 13. Net Loss per Share Basic net loss per share is computed by dividing the net loss by the weighted average shares outstanding. Diluted loss per share is computed by dividing the net loss by the weighted average diluted shares outstanding. The computation of basic and diluted loss per share was as follows (in thousands, except share and per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 2022 (as adjusted) Net income (loss) ​ $ ( 12,147 ) ​ $ ( 18,645 ) ​ Weighted average common shares outstanding ​ ​ ​ ​ ​ ​ ​ Basic ​ 26,752,055 ​ 24,971,031 ​ Dilutive common stock options, restricted stock unit awards and restricted stock awards ​ ​ — ​ ​ — ​ Diluted ​ ​ 26,752,055 ​ ​ 24,971,031 ​ Basic income (loss) per share of common stock ​ $ ( 0.45 ) ​ $ ( 0.75 ) ​ Diluted income (loss) per share of common stock ​ $ ( 0.45 ) ​ $ ( 0.75 ) ​ ​ The Company had a net loss in the years ended December 31, 2023 and 2022. As a result, all stock options, restricted stock unit awards, and restricted stock awards were anti-dilutive and excluded from weighted average shares used in determining the diluted loss per share of common stock for the respective periods. The following weighted average numbers of shares related to the convertible note and restricted stock unit awards, have been excluded from the calculation of diluted loss per share of common stock, as their effect would be anti-dilutive for the years ended December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 2022 (as adjusted) ​ Convertible Note ​ ​ 2,754,617 ​ ​ — ​ Restricted stock units ​ ​ — ​ ​ 147,191 ​ Total ​ ​ 2,754,617 ​ ​ 147,191 ​ ​ F-25 Table of Contents 14. Major Clients The Company operates in two business segments, contract seismic data acquisition and processing services. Sales to these clients, as a percentage of operating revenues that exceeded 10%, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ 2023 ​ ​ 2022 A ​ ​ 36 % ​ ​ — B ​ ​ 14 % ​ ​ — C ​ ​ 12 % ​ ​ — D ​ ​ 11 % ​ ​ 12 % E ​ ​ — ​ ​ 13 % F ​ ​ — ​ ​ 10 % ​ 15. Segments The U.S. and Canada are the only operating segments for the Company. The following tables present the Company’s operating revenues, net property and equipment and right-of-use assets by operating segment (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 ​ 2022 (as adjusted) Operating Revenues ​ ​ ​ ​ ​ ​ United States ​ $ 83,823 $ 36,352 Canada ​ ​ 13,023 ​ 15,278 Total ​ $ 96,846 ​ $ 51,630 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 ​ 2022 (as adjusted) Net Property and Equipment ​ ​ ​ ​ ​ ​ United States ​ $ 14,386 ​ $ 18,181 Canada ​ ​ 2,122 ​ ​ 2,287 Total ​ $ 16,508 ​ $ 20,468 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 ​ 2022 (as adjusted) Right-of-use Assets ​ ​ ​ ​ ​ ​ United States ​ $ 2,808 ​ $ 3,722 Canada ​ ​ 400 ​ ​ 288 Total ​ $ 3,208 ​ $ 4,010 ​ F-26 Table of Contents The following tables present the Company’s income statements by operating segment (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Months Ended December 31, 2023 ​ USA Operations ​ Canada Operations ​ Consolidated Operating revenues ​ ​ ​ ​ ​ ​ ​ ​ Fee revenue $ 49,045 ​ $ 12,402 ​ $ 61,447 Reimbursable revenue ​ 34,778 ​ ​ 621 ​ ​ 35,399 ​ ​ 83,823 ​ ​ 13,023 ​ ​ 96,846 ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating costs: ​ ​ ​ ​ ​ ​ ​ ​ Fee operating expenses ​ 41,124 ​ ​ 11,771 ​ ​ 52,895 Reimbursable operating expenses ​ 34,528 ​ ​ 621 ​ ​ 35,149 Operating expenses ​ 75,652 ​ ​ 12,392 ​ ​ 88,044 General and administrative ​ 10,360 ​ ​ 1,070 ​ ​ 11,430 Severance expense ​ 2,208 ​ ​ — ​ ​ 2,208 Depreciation and amortization ​ 6,566 ​ ​ 1,926 ​ ​ 8,492 ​ ​ 94,786 ​ ​ 15,388 ​ ​ 110,174 ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss from operations ​ ( 10,963 ) ​ ​ ( 2,365 ) ​ ​ ( 13,328 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ ​ ​ ​ ​ Interest income ​ 333 ​ ​ 243 ​ ​ 576 Interest expense ​ ( 75 ) ​ ​ ( 28 ) ​ ​ ( 103 ) Other income, net ​ 553 ​ ​ 59 ​ ​ 612 Gain from employee retention credit ​ — ​ ​ — ​ ​ — Loss before income tax ​ ( 10,152 ) ​ ​ ( 2,091 ) ​ ​ ( 12,243 ) Income tax benefit ​ 96 ​ ​ — ​ ​ 96 Net loss ​ ( 10,056 ) ​ ​ ( 2,091 ) ​ ​ ( 12,147 ) Other comprehensive income: ​ ​ ​ ​ ​ ​ ​ ​ Net unrealized income on foreign exchange rate translation ​ — ​ ​ 161 ​ ​ 161 ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive loss $ ( 10,056 ) ​ $ ( 1,930 ) ​ $ ( 11,986 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Twelve Months Ended December 31, 2022 ​ USA Operations ​ Canada Operations ​ Consolidated Operating revenues ​ ​ ​ ​ ​ ​ ​ ​ Fee revenue $ 31,096 ​ $ 14,975 ​ $ 46,071 Reimbursable revenue ​ 5,256 ​ ​ 303 ​ ​ 5,559 ​ ​ 36,352 ​ ​ 15,278 ​ ​ 51,630 ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating costs: ​ ​ ​ ​ ​ ​ ​ ​ Fee operating expenses ​ 29,543 ​ ​ 11,444 ​ ​ 40,987 Reimbursable operating expenses ​ 5,256 ​ ​ 303 ​ ​ 5,559 Operating expenses ​ 34,799 ​ ​ 11,747 ​ ​ 46,546 General and administrative ​ 14,140 ​ ​ 1,315 ​ ​ 15,455 Depreciation and amortization ​ 9,721 ​ ​ 2,109 ​ ​ 11,830 ​ ​ 58,660 ​ ​ 15,171 ​ ​ 73,831 ​ ​ ​ ​ ​ ​ ​ ​ ​ (Loss) income from operations ​ ( 22,308 ) ​ ​ 107 ​ ​ ( 22,201 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense): ​ ​ ​ ​ ​ ​ ​ ​ Interest income ​ 225 ​ ​ 92 ​ ​ 317 Interest expense ​ ( 28 ) ​ ​ ( 3 ) ​ ​ ( 31 ) Other income, net ​ 385 ​ ​ 26 ​ ​ 411 Gain from employee retention credit ​ 2,966 ​ ​ — ​ ​ 2,966 (Loss) income before income tax ​ ( 18,760 ) ​ ​ 222 ​ ​ ( 18,538 ) Income tax expense ​ ( 107 ) ​ ​ — ​ ​ ( 107 ) Net (loss) income ​ ( 18,867 ) ​ ​ 222 ​ ​ ( 18,645 ) Other comprehensive (loss): ​ ​ ​ ​ ​ ​ ​ ​ Net unrealized loss on foreign exchange rate translation ​ — ​ ​ ( 1,063 ) ​ ​ ( 1,063 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Comprehensive loss $ ( 18,867 ) ​ $ ( 841 ) ​ $ ( 19,708 ) ​ F-27 Table of Contents The following table present the Company’s total assets by operating segment (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 ​ 2022 Total Assets ​ ​ ​ ​ ​ ​ United States ​ $ 48,495 ​ $ 58,091 Canada ​ ​ 9,024 ​ ​ 10,582 Total Assets ​ $ 57,519 ​ $ 68,673 ​ 16. Commitments and Contingencies From time to time, the Company is a party to various legal proceedings arising in the ordinary course of business. Although the Company cannot predict the outcomes of any such legal proceedings, management believes that the resolution of pending legal actions will not have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity, as the Company believes it is adequately indemnified and insured. The Company is also party to the following legal proceeding: On April 1, 2019, Weatherford International, LLC and Weatherford U.S., L.P. (collectively, “Weatherford”) filed a petition in state district court for Midland County, Texas, in which the Company and eighteen other parties were named as defendants, alleging the Company and/or the other named defendants contributed to or caused contamination of groundwater at and around property owned by Weatherford. Weatherford is seeking declaratory judgment, recovery and contribution for past and future costs incurred in responding to or correcting the contamination at and around the property from each defendant. The Company disputes Weatherford’s allegations with respect to the Company and intends to vigorously defend itself in this case. Subsequent to the filing of the petition, Weatherford filed for bankruptcy protection on July 1, 2019. While the outcome and impact of this legal proceeding on the Company cannot be predicted with certainty, based on currently available information, management believes that the resolution of this proceeding will not have a material adverse effect on our consolidated financial condition, results of operations or liquidity. Additionally, the Company experiences contractual disputes with its clients from time to time regarding the payment of invoices or other matters. While the Company seeks to minimize these disputes and maintain good relations with its clients, the Company has experienced in the past, and may experience in the future, disputes that could affect its revenues and results of operations in any period. 17. Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”) . ASU 2023-07 seeks to improve disclosures about a public entity’s reportable segments and add disclosures around a reportable segment’s expenses. The updated guidance is effective for the Company for annual periods beginning January 1, 2024, and interim periods within fiscal years beginning January 1, 2025. As the Company has two reportable segments, the Company does not expect the adoption of this ASU to have a material impact on its financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”) . ASU 2023-09 seeks to improve transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disclosures. The updated guidance is effective for the Company on January 1, 2025. The Company does not expect the adoption of ASU 2023-09 to have a material impact on its financial statements and disclosures. 18. Concentrations of Credit Risk Financial instruments that potentially expose the Company to concentrations of credit risk at any given time may consist of cash and cash equivalents, restricted cash, money market funds and overnight investment accounts, short-term investments in certificates of deposit, trade and other receivables and other current assets. At December 31, 2023 and 2022, the Company had deposits with domestic and international banks in excess of federally insured limits. Management believes the credit risk associated with these deposits is minimal. Money market funds seek to preserve the value of the investment, but it is possible to lose money investing in these funds. F-28 Table of Contents The Company’s sales are to clients whose activities relate to oil and natural gas exploration and production. The Company generally extends unsecured credit to these clients; therefore, collection of receivables may be affected by the economy surrounding the oil and natural gas industry or other economic conditions. The Company closely monitors extensions of credit and may negotiate payment terms that mitigate risk. ​ F-29