DWSN - NASDAQ

Statements made by management during this call with respect to forecasts, estimates or other expectations regarding future events or which provide any information other than historical facts may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management's current expectations and include known and unknown risks and uncertainties and other factors, many of which the company is unable to predict or control that may cause the company's actual future results or performance to material -- materially differ from any future results of performance expressed or implied by those statements. These risks and uncertainties include the risk factors disclosed by the company from time to time in its filings with the SEC, including in the company's annual report on Form 10-K filed with the SEC on March 16, 2021, and any subsequent quarterly reports on Form 10-Q filed with the SEC. Furthermore, as we start this call, please also refer to the statement regarding forward-looking statements incorporated in the company's press release issued this morning and the company's press release issued on October 25, 2021, regarding the merger agreement with Wilks Brothers LLC. And please note that the contents of the company's conference call this morning is covered by those statements. During this conference call, management will make references to EBITDA, which is a non-GAAP financial measure. A reconciliation of the non-GAAP measure to the applicable GAAP measure can be found in the company's current earnings release, a copy of which is located on the company's website, www.dawson3d.com. Management will discuss the pending transaction with Wilks Brothers, LLC, including the tender offer during this conference call. For further information regarding the tender offer and merger with Wilks Brothers, LLC please refer to the scheduled TO filed by WB Acquisitions Inc., a subsidiary of Wilks Brothers, LLC on November 1, 2021. The company's Solicitation/Recommendation Statement on Schedule 14D-9 filed on November 1, 2021 and the full text of the merger agreement, which was filed as an exhibit to the company's current report on Form 8-K on October 25, 2021. This call is scheduled for 30 minutes, and the company will not provide any guidance. Today's call is being recorded. I would now like to turn the call over to Stephen Jumper, Chairman, President and CEO of Dawson Geophysical Company. Please go ahead, sir.

Well, thank you, Paula. Good morning, and welcome to Dawson Geophysical Company's Third Quarter 2021 Earnings and Operations Conference Call. As Paula said, my name is Steve Jumper, Chairman, President and CEO of the company. Joining me on the call is Jim Brata, Executive Vice President and Chief Financial Officer. Later during this call, I will touch on the recently announced tender offer for all shares of Dawson made by Wilks Brothers, LLC. Before we start the call, just a few things to cover. If you would like to listen to a replay of today's call, it will be available via webcast by going to the Investor Relations section of the company's website at www.dawson3d.com. Information reported on this call speaks only of today, Thursday, November 4, 2021, and therefore, you are advised that time-sensitive information may no longer be accurate as of the time of any replay listening. Turning to our preliminary third quarter ended September 30, 2020 financial results. For the third quarter ended September 30, 2020, the company reported revenues of $1.9 million, a decrease of approximately 78% compared to $8.7 million for the quarter ended September 30, 2020. For the third quarter of 2021, the company reported a net loss of $7.9 million or $0.33 loss per common share compared to a net loss of $7.8 million or $0.33 loss per common share for the quarter ended September 30, 2020. The company reported EBITDA of negative $4.7 million for the quarter ended September 30, 2020, compared to EBITDA of negative $3.8 million for the quarter ended September 30, 2020. Activity levels during the third quarter of 2021 remained depressed as the company had one seismic data acquisition crew operating in the Lower 48 with extended periods of low utilization. The company's one active crew was idled from early September to mid-October. The near-term outlook for onshore seismic data acquisition activity in the U.S. remains challenged, notwithstanding the currently elevated prices for oil and natural gas. Based on currently available information, the company's one active Lower 48 crew resumed operation in mid-October on a small few thousand channel count projects with a duration of approximately 7 days and is further scheduled through early February of 2022 with current projects of various sizes and channel count requirements, the largest of which is 65,000 channels with a duration of approximately 45 days. The Canadian season began earlier than in recent years. The company expects to operate 2 crews in Canada in the back half of the fourth quarter of 2021 through the end of the winter season, which concludes at the end of the first quarter of 2022. The company has or anticipates to be awarded several additional midsized projects in the Lower 48, each of which will be pushed into late 2022, primarily due to land access issues. Bid activity remains at historically low levels and visibility into 2022 is limited in the Lower 48. Due to a lack of demand for onshore seismic data acquisition projects in both Canada and the Lower 48, prices for our service has softened in the last quarter. I will now turn control of the call over to Jim Brata, who will review the financial results. Then I will return with some final remarks and our outlook into the fourth quarter of 2021 and first quarter of 2022, and I will touch on the recently announced tender offer for all shares of Dawson made by Wilks Brothers, LLC. Jim?

Thank you, Steve, and good morning. Revenues for the third quarter of 2021 were $1.9 million, a decrease of approximately 78% compared to $8.7 million for the quarter ended September 30, 2020. As stated in our earnings release issued this morning, the company's one active crew was idle from early September to mid-October. Cost of services in the third quarter of 2021 was $4 million, a decrease of 58% compared to $9.4 million in the same quarter of 2020. General and administrative expenses were $2.4 million in the third quarter of 2021, a decrease of 25% compared to $3.3 million in the third quarter of 2020. Depreciation and amortization expense in the third quarter of 2021 was $3.2 million, a decrease of 21% compared to $4.1 million in the same quarter of 2020. Net loss for the third quarter of 2021 was $7.9 million or $0.33 loss per common share compared to a net loss of $7.8 million or $0.33 loss per common share in the third quarter of 2020. EBITDA in the third quarter of 2021 was negative $4.7 million compared to EBITDA of negative $3.8 million in the same period of 2020. An EBITDA reconciliation was provided in our earnings release issued this morning. Now I will cover some results for the 9 months ended September 30, 2021. Revenues for the 9 months ended September 30, 2021, were $13.9 million, a decrease of approximately 82% compared to $77.2 million for the 9 months ended September 30, 2020. Cost of services for the 9 months ended September 30, 2021, was $18.2 million, a decrease of 69% compared to $58.2 million in the same period of 2020. General and administrative expenses were $8 million for the 9 months ended September 30, 2021, a decrease of 29% compared to $11.2 million in the same period a year ago. Depreciation and amortization expenses were $10.4 million for the 9 months ended September 30, 2021, a decrease of 25% compared to $13.4 million in the same period a year ago. Net loss for the 9 months ended September 30, 2021, was $22.1 million or $0.94 loss per common share compared to a net loss of $5.3 million or $0.23 loss per common share for the 9 months ended September 30, 2020. EBITDA for the 9 months ended September 30, 2021, was negative $12.2 million compared to a positive EBITDA of $7.8 million in the same period of 2020. An EBITDA reconciliation was provided in our earnings release issued this morning. And now I'll highlight some balance sheet items. As of September 30, 2021, our balance sheet includes debt, including obligations under financing leases, of approximately $256,000. Cash and short-term investments of $41.6 million, our current ratio was 8.8:1 and working capital was approximately $39.4 million. And with that, I'll turn the call back to Steve for some comments on our operations and the recently announced tender offer for all shares of Dawson made by Wilks Brothers, LLC.

Well, thank you, Jim. As indicated in our third quarter earnings release issued this morning, activity levels in the third quarter of 2021 remain depressed as the company had one seismic data acquisition crew operating in the Lower 48 with extended periods of low utilization. Bid activity remains at historically low levels and visibility into 2022 is limited in Lower 48. Due to lack of demand for onshore seismic data acquisition projects in both Canada and the Lower 48, prices for our services softened in the last quarter. The company's balance sheet includes $41.6 million of cash, restricted cash and short-term investments, $325,000 in accounts receivable and 39.3 -- excuse me, $39.4 million of working capital as of September 30, 2021 compared to $46.5 million of cash, restricted cash and short-term investments, $7.3 million in accounts receivable and $51.4 million of working capital as of December 31, 2020. The company's balance sheet also reflects negative $975,000 of net working capital, excluding the impact of cash, restricted cash and short-term investments and current maturities of notes payable and finance leases and operating lease liabilities as of September 30, 2021. This compares to $5.8 million of net working capital, excluding the impact of cash, restricted cash and short-term investments and current maturities of notes payable and finance leases and operating lease liabilities as of December 31, 2020. Accounts receivable have decreased from $7.3 million at December 31, 2020, to the current level of $325,000 at September 30, 2021. Due to declining net working capital levels resulting from the down-trending North American onshore seismic services business and accelerating in 2019, the company significantly reduced its level of capital expenditures below typical historic levels. To date, in 2021, the company has made only $329,000 of capital expenditures against an initial 2021 capital budget of $1 million. The continuing reduction in current assets and net working capital level since December 31, 2020, is attributable to the inability of the company to maintain the cash-neutral position because of declining revenue stream and its ongoing cash requirements to maintain staffing level necessary to serve as existing and anticipated client projects even at the company's reduced headcount levels. Until demand for North American onshore seismic services dramatically increases, which the company does not foresee at this time based on presently available information as noted above and below, we believe that downward pressure on cash and net working capital balances will continue and that we will face challenges in making the significant capital investments necessary to grow our revenue stream if and when demand increases. The current environment in which we operate is like none other experience in my near 37-year career with the company. Despite recent significant increases in oil and natural gas prices, capital spending levels within our North American onshore client base has only slightly improved in 2021 and is not anticipated to increase meaningfully in 2022 and possibly thereafter. Spending levels in 2022 are anticipated like 2021 to be well below 2019 and prior year levels. Further growth in capital spending allocated to exploration activities remains very limited, as customers focus on lower risk production and drilling opportunities. Exploration and production, E&P companies, are continuing on their path of capital discipline, focusing on shareholder returns and debt reduction while maintaining spending levels well below cash flow as referenced in several recent Wall Street Journal articles. In addition, our multiclient customers are capital constrained as well, as their underwriting levels are based upon capital commitments on behalf of the E&P companies. Therefore, the majority of our current bid activity remains contingent upon capital commitments from both client communities, which in turn leads to ongoing levels of project uncertainty. I will now provide an update on the pending transaction with Wilks Brothers, LLC. As previously announced on October 25, 2021, the company has entered into a definitive merger agreement with Wilks Brothers, LLC pursuant to which a subsidiary of Wilks has commenced as of November 1, 2021, a tender offer to acquire all the company's outstanding common shares for $2.34 per share in cash. The offer will remain open until November 30, 2021, subject to potential extensions in certain circumstances. The tender offer is subject to customary conditions, including the tender of a number of company shares pursuant to the offer that together with company shares been owned by Wilks and its affiliates, represents at least 80% of then outstanding company shares. As provided in the merger agreement, Wilks has the option but not the obligation and subject to company's consent to close the offer even if the 80% minimum condition has not been satisfied. The transaction is not subject to a financing condition. Subject to the closing of the offer, the merger agreement also contemplates that Wilks will acquire any shares of Dawson that are not tendered into the offer through a second step merger at the offer price which will be completed as soon as practicable following the closing of the offer and require approval of at least 80% of the outstanding shares of the company. Subject to the closing of the offer, the parties expect to complete the merger in the fourth quarter of 2021. Moelis & Company LLC is serving as exclusive financial adviser to the company and Baker Botts L.L.P. serving as company's legal adviser. In evaluating the merger agreement and the transactions, the Board consulted with the company's management team, Baker Botts as outside legal counsel and Moelis as outside financial advisers. The Board has unanimously approved the merger agreement and determined that the terms of the merger agreement and the transaction, including the offer and the merger are advisable and in the best interest of the company's shareholders. The Board, with the assistance of Moelis commenced an ongoing review and analysis of the company's potential strategic opportunities and alternatives in mid-2019 to enhance and preserve shareholder value. In 2019, it became apparent that spending levels on behalf of exploration and production companies were changing as energy investors became focused on returns and not growth. About that time, demand for North American seismic services began to decline and the company reduced its own CapEx spending in response to market conditions. During the same period, company management commenced efforts to scale the company to match the declining demand for its seismic services. In reaching its decision to enter into the transaction with Wilks, the Board has thoroughly considered the potential strategic options available to the company, which are well chronicled in our recent SEC 14D-9 filing, the current and long-term prospects for the company and the sector in which it operates, including the lack of meaningful and sustainable demand for North American onshore seismic services, as well as an ongoing skilled labor shortage required to meet any potential increase in demand. Further, the company management team, including myself, has advised the Board that until demand for North American seismic services dramatically increases which the company does not foresee at this time based on presently available information, it believes that downward pressure on cash and working capital balances will continue even if the company undertakes further rightsizing efforts relative to demand, and the company will face challenges in making significant capital investments necessary to grow its revenue stream if and when demand increases. The Board believes that this transaction presents all the company's shareholders with a compelling value for their shares and opportunity to achieve liquidity for their shares at the offer price without putting pressure on the share price and is most optimal path forward and is in the best interest of the shareholders. And unanimously recommending that shareholders accept the offer and tender their shares pursuant to the offer, the Board considered numerous factors, including the following and among others and not necessarily in order of relative importance. Beginning in early 2019, I began regularly reporting to the Lead Director of our Board regarding strategic outlook, consideration of actions the company could take to preserve and enhance shareholder value and industry headwinds. At regularly scheduled Board meetings, the Board discussed potential strategies to return capital to shareholders, such as share buyback programs or cash dividend. The Board also discussed the outlook and potential strategic options and the potential engagement of a financial adviser to assist with assessing the market and potential strategic options for the company. On July 22, 2019, at the direction of the board, the company engaged Moelis as its exclusive financial adviser to assist it -- in evaluating the potential strategic opportunities available to the company. The company engaged Moelis after interviewing other potential advisers due to their extensive industry experience and their independence from the company. The Board further determined that Baker Botts, the company's principal outside counsel should continue in such role, including representing the company in evaluating potential strategic opportunities. On September 24, 2019, the Board held a meeting in Dallas, Texas, at which representatives from Moelis and Baker Botts were present as well as certain members of senior management of the company. Moelis reviewed the company's market performance and outlook, financial considerations relating to multiple potential transaction structures, including a bolt-on acquisition, a transformational transaction, strategic venture or merger candidates and a potential sale of the company. Following this meeting at the instruction of the board, Moelis engaged in preliminary and informal conversations with multiple potential transaction partners. After considering the actions, events and processes described under background of offer and merger in our 14D-9 filing and taking into consideration the factors described under reasons for recommendation in the 14D-9 filing, the Board unanimously determined and declared the tender offer and the merger with the Wilks were advisable in the best interest of the company and its shareholders, approved and declared and advisable that the company entered into the merger agreement with Wilks Brothers, LLC and consummate the transactions contemplated thereby, recommended the shareholders of the company other than Wilks Brothers, LLC and its subsidiaries tender their shares in the offer and if applicable, approve the merger. Each action taken by the Board as described under background of offer and merger in the 14D-9 filing was made on a unanimous basis. The company considered the all-cash nature of the consideration the offer would provide shareholders with certainty of value, allow them the ability to [indiscernible] the proceeds as they choose and allow shareholders such opportunity in light of low trading volume and liquidity in the common stock. The Board considered the liquidity the company's common stock in its historically low average daily trading volume, which over the last 30-day period was 56,986 shares. The Board determined that in order for the shareholders to monetize or sell their shares, there is a meaningful period of time that would have to occur prior to such sales and could result in negative pressure on the company's stock price. In making its recommendation, the Board considered the outlook for the North American seismic sector. During periods of commodity price decline as well as commodity price volatility, demand for North American onshore seismic data acquisition services typically declines as oil and gas operators forego cost of new seismic data acquisition and focus alternatively on reprocessing existing seismic data sets utilizing new computer algorithms. The global oil and gas markets have remained challenged following the commodity price collapse in late 2014, resulting in reduced capital spending by the company's North American onshore customer base. The volatile nature of the industry has resulted in the client base being very conservative on capital spending. Despite the recent increase in oil and gas prices, the demand for North American onshore seismic acquisition services remains depressed for a variety of factors, including: one, broad investor preference for the E&P operators to return capital to shareholders rather than investment of capital to increase drilling and production; two, E&P operator focused on deploying development capital to relatively low-risk reserves with attractive drilling economics rather than exploration spending; three, robust commodity hedging programs implemented by E&P operators prior to the recent increase in commodity prices, which has limited E&P operators' ability to realize the financial benefit of increased commodity prices. And lastly, the ability or preference of [ E&E ] operators to reprocess existing seismic data rather than acquire new or updated seismic data. Moreover, capital spending levels within E&P companies has only slightly improved in 2021 and is not anticipated to increase significantly in 2022 or thereafter. Spending levels in 2021 and 2022 are anticipated to be well below 2019 and prior year levels. More specifically, spending on new data acquisition projects in '21 and '22 are anticipated to be a fraction of overall E&P spending and at historically low levels. Recent seismic data-related spending appear to be focused on reprocessing of existing seismic data sets, particularly with those E&P companies involved in merger and acquisition activity. Recent merger and acquisition activity by E&P companies has resulted in drill -- in increased drilling locations and access to complementary existing seismic data sets, while reducing the number of overall E&P companies. The company spends meaningful cost and management time on being a publicly listed company. The company estimates that these costs total approximately $1.5 million per year and are comprised of legal, accounting, audit, director fees, public company listing fees and annual meeting and proxy costs. Additionally, meaningful time and effort are spend on these functions by our management team. These costs will continue to burden the company and reduce cash balances as long as the company remains public. Until demand for North American onshore seismic services dramatically increases, which the company does not foresee at this time based on presently available information, it believes that downward pressure on cash and net working capital balances will continue even if the company undertakes further rightsizing efforts relative to demand and the company will face challenges in making the significant capital investments necessary to grow its revenue stream if and when demand increases. In reaching its decision to enter into the transaction with Wilks, the Board has thoroughly considered the potential strategic options available to Dawson, the current long-term prospects for the company and the sector in which it operates, including the lack of meaningful and sustainable demand for seismic services, as well as ongoing skilled labor shortage required to meet any potential increase in demand. Further, management has advised the Board that until demand for North American onshore seismic services dramatically increases, which the company does not foresee at this time based on presently available information, it believes that downward pressure on cash and net working capital balances will continue even if the company undertakes further rightsizing efforts. And the company will face challenges in making significant capital investments necessary to grow its revenue stream if and when demand increases. The Board believes this transaction presents all Dawson shareholders with an opportunity to achieve liquidity for the shares at the offer price, is the most optimal path forward and is in the best interest of shareholders. Additional information concerning the offer and the Dawson Board of Directors' recommendation relating there to, including the reasons for its recommendation is contained in the following filings with the Securities and Exchange Commission. One, issued by Wilks offered to purchase for cash all outstanding shares of common stock of Dawson Geophysical Company at $2.34 per share by WB acquisitions, Inc., a subsidiary of Wilks Brothers, LLC dated November 1, 2021; and two, issued by Dawson solicitation and recommendation statement on Schedule 14D-9 of Dawson Geophysical Company dated November 1, 2021. I noticed that we have reached the 9:30 mark and well the call was scheduled for 30 minutes. But Paula, I am open to take maybe a question or 2 here briefly. So I'll turn it back to you, Paula.

[Operator Instructions] And we'll take our first question from Bruce Berger with Turnaround Capital.

Steve, I was wondering if you can discuss -- because the other alternative for shareholders because many of us are long term have been involved for years and anticipated the company losing cash. But what was the alternative -- you're saying that you couldn't rightsize the company to diminish the cash losses. And I think we deserve to hear, what were those plans? And given that it seems like you will be at 66,000 channel count, which is breakeven, why you're giving up now when you could be at breakeven? But I want you to specifically discuss why you think a rightsizing plan would fail to stop cash losses?

Okay. Bruce, thank you for the question. We have been attempting to rightsize the company for an extended period of time. We have taken on the position that we are attempting to reduce costs all across the board and continue to maintain a level -- an employee level necessary to operate crew or 2 as they become available. So our employee count over the last few years has gone down from 1,000 or so all the way down to about 100 people. And that includes the base core of a crew. And we were down for a long time, as we discussed in Q2 and in Q3. And we've had a difficult time getting labor back, and we've had a difficult time getting people back. And so we've had and we are continuing to have staffing level concerns going forward. And so we have looked all across the board on all of our costs. We've redone as many leases as we can. We've taken pay cuts at all levels of the company. We have increased health care costs on our employees. We have renegotiated -- I mean we've been all across the board looking at ways to downsize and reduce fixed costs. And we've done a great job of that. You can look in the -- in our filings and see that our G&A and our overall costs have gone down significantly. To cut further would further impact our ability to respond to demand. And I'm not saying it can't be done, but it would be difficult. And quite frankly, I don't believe there is enough there to make a meaningful impact, the current cash burn that's going on relative to the receivable level that has come down so low. We do have a 65,000 channel crew that is going to go to work. That typically is good. If you look back over the last few years and when we've had large channel count crews working pretty consistently, we have done fairly well financially from a bottom line standpoint, breakeven, so to speak. When we've had more than one working, we've done well. But I would say that -- I would clarify that with this, we have a 65,000 channel crew, which is a large capacity crew, but it's only going to be out for 45 days from now until February. All the other projects we have in-house are smaller than that, much smaller than that. Now we're ramping that crew size up as we go, starting small and moving to the next one and moving crew size up to be where we need to be when that crew goes in -- goes back to the field. Having said that, there is very little, if any, visibility currently past February of 2022. That's in the Lower 48. So right now, we are a little pressed to maintain a high utilization level of one large group. Canada started a little bit earlier than anticipated. And we'll have 2 crews through the back half of the year and into the front half of next -- or into the first quarter of next year. In both situations, pricing on these projects has softened, I would say, considerably from where they were, let's say, a year ago. So we've got a pricing issue as well. So I would just leave you with this, Bruce, and I appreciate your question, we're not throwing in the towel. We have an opportunity here that we believe is a compelling value, given where the market is for our shareholders, as well as an opportunity to look -- to basically a liquidity event. Behind all of this is the fact that we have had very little capital expenditures into this business in the last 3 years. We've done everything we can do to preserve the cash balance. Unfortunately, we're now running out of receivables and so we're in a cash burn. And so even with some level of pickup in '22, which I don't believe is coming, we will be hard-pressed over time to make any necessary capital investments over the next 3, 4 years, unless there is a dramatic change. So that's where we are. We had some bid activity that we talked about in the Q2 release and that kind of was out there late summer, early part of Q3. But quite frankly, it just has not materialized. And so we believe that when we look at the market and the situation and the offer, we believe that this is a compelling opportunity for our shareholders as well as the company and its employees.

Steve, it sounds to me like you're -- you said that you were going to give guidance on the fourth and first quarter. But based on what you just told me, it sounds like this company is going to be cash breakeven. Do you have a...

Growth listen, I apologize for interrupting, okay? I'm not going to get into third -- into fourth quarter and first quarter guidance. I never have. What I will tell you is that the 65,000 channel crew has limited visibility, and it is not there. So we are at small crew working through October, getting up to a little bit bigger in November, maybe a little bit larger at the end of the year into Q1. And so keep in mind, prices, as we mentioned, have softened. And so I'm not giving guidance. Yes, there is some short-term positives here. I'm not denying that. I mean we're going to have a little bit of increased activity in Q4 and in Q1 in Canada. And we have a little bit of visibility in the Lower 48. But we do not -- it is November 4, and we do not have projects in hand currently that will -- we have some projects we think we're going to be awarded as we said in the press release, but they're being pushed back to later in the year. And so we have certainly focused our thought process here on the long-term outlook of the business, the cash burn that we anticipate, the capital spending requirements that we think will be necessary over time. And we believe that this is a compelling value for our shareholders and provides a nice liquidity event option. And so that's where we are. I appreciate your question and your comments, Bruce, always do. We're going to move forward here and it's 9:45, and we're going to close this thing down. In conclusion, the North American seismic data acquisition market is currently challenged and anticipated to remain so in the near future. E&P's CapEx spending levels in North America are expected to remain well below 2019 and prior year level in 2022 with exploration spending to be a small fraction of overall spending. Due to the anticipated demand levels for the company's services, the Board of Directors of the company recommends shareholders tender their shares and vote in favor of the merger with Wilks. As detailed in the 14D-9, all directors intend to tender their shares and vote in favor of the merger. The Board of Directors as well as management believe given market condition, the offer price provides compelling value with a liquidity opportunity in the company's thinly traded stock and it is the best interest of the company, its shareholders and employees. The transaction provide -- the transactions provide the company with financial flexibility to meet possible future CapEx requirements, not otherwise available to the company. I wish to thank our hard-working employees, our valued customers and most of all, our trusted long-term and short-term shareholders. Shareholders who have additional questions are encouraged to contact the company. Contact information is provided in the earnings release. Shareholders may also contact Anthony Andora at Edge Consulting Solutions at [email protected]. I'll repeat, [email protected]. Thank you for listening in this morning, and have a good holiday season. Thank you.