Dawson Geophysical (DWSN) Names Lead Independent Director; Will Not Pay Dividend; Sees 'Challenging' Markets

Dawson Geophysical (NASDAQ: DWSN) announced the following:

• Craig Cooper, a member of Dawson's board of directors, has been designated by the board as the Company's lead independent director.
• On or before May 11, 2015, the Company will issue an earnings release and host an investor conference call to review its financial results for its first quarter ending March 31, 2015. The Company's related Form 10-Q for the March quarter will be filed with the SEC on or before May 11, 2015. The March quarter will be the first quarterly reporting period following the strategic business combination of Dawson Geophysical Company and TGC Industries, Inc., which was consummated on February 11, 2015.
• Market conditions for seismic data acquisition services in North America remain challenging, and demand is anticipated to remain at reduced levels throughout 2015. Results for the quarter ending March 31, 2015 will be negatively impacted by reduced demand and utilization rates, adverse weather conditions in many areas of operation, and business combination transaction and related initial integration costs. In the United States, Dawson anticipates operating twelve to sixteen seismic data acquisition crews through the early part of the second quarter of 2015 and eight to ten seismic data acquisition crews during the balance of the second quarter. In Canada, Dawson anticipates operating three to four seismic data acquisition crews through the end of the first quarter of 2015 with limited activities thereafter.
• The Company's board of directors, after consideration of general economic and market conditions affecting the energy industry in general, and the oilfield services business in particular, has determined that the Company will not pay a dividend in respect of the quarters ended December 31, 2014 and March 31, 2015 or for the foreseeable future. Payment of any dividends in the future will be at the discretion of the Company's board and will depend on the Company's financial condition, results of operations, capital and legal requirements, and other factors deemed relevant by the board.
• The Company's annual meeting of shareholders will be held on June 2, 2015 in New York, New York. Additional details concerning the meeting will be forthcoming in the Company's proxy statement for the meeting, which the Company anticipates will be available to shareholders by early May 2015.
• The Company will be making several additional filings with the SEC during the next two months as follows:
  • On or before March 16, 2015 - Form 10-K annual report, which will report the pre-combination financial results of TGC Industries, Inc. for the period from January 1, 2014 through December 31, 2014. The Company will not issue an earnings release or host an investor call concerning this filing since it relates to pre-combination periods.
  • On or before March 23, 2015 - Form 10-QT transitional report, which will report the pre-combination financial results of Dawson Geophysical Company for the period from October 1, 2014 through December 31, 2014. This report, which will reflect the same financial results and information previously reported in Dawson Geophysical Company's pre-combination Form 10-Q quarterly report filed on February 6, 2015, is required under applicable SEC rules due to its status as the technical accounting acquirer in the combination and the change of its prior September 30 fiscal year to December 31. The Company will not issue an earnings release or host an investor call concerning this filing since it relates to pre-combination periods.
  • On or before April 30, 2015 - Form 8-K/A current report, which will include certain pre-combination financial results for Dawson Geophysical Company for periods ended on or prior to December 31, 2014, as well as updated historical pro forma financial statements giving effect to the combination for certain prior periods.

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