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DEBT
3 Months Ended
Mar. 31, 2015
DEBT  
DEBT

6. DEBT

 

Each of Legacy Dawson and Legacy TGC had a credit agreement in effect prior to the Merger (the “Legacy Dawson Credit Agreement” and the “Legacy TGC Credit Agreement,” respectively), which continue in effect as obligations of the Company following the Merger. Both the Legacy Dawson Credit Agreement and Legacy TGC Credit Agreement provide for a revolving line of credit and term loans to be made pursuant to notes, as further described below.

 

Legacy Dawson Indebtedness

 

The Company has three outstanding  notes payable under the term loan feature of the Legacy Dawson Credit Agreement, representing a remaining aggregate principal amount of $6,777,000 and $8,577,000 as of March 31, 2015 and December 31, 2014, respectively.  In addition, the Legacy Dawson Credit Agreement permits the Company to borrow, repay and reborrow, from time to time until June 2, 2015, up to $20.0 million or 80% of the Company’s eligible accounts receivable (the “Legacy Dawson Line of Credit”).  The Company did not utilize the Legacy Dawson Line of Credit during the current year or the twelve months ended December 31, 2014 and has the full Legacy Dawson Line of Credit available for borrowing. The Company is currently in the process of discussing the renewal of this credit facility. We anticipate it will be renewed in the second quarter.

 

The Company’s obligations under the Legacy Dawson Credit Agreement are secured by a security interest in Legacy Dawson’s accounts receivable, equipment and related collateral. Interest on amounts outstanding under the Legacy Dawson Credit Agreement accrues at an annual rate equal to either the 30-day London Interbank Offered Rate (“LIBOR”), plus two and one-quarter percent, or the Prime Rate, minus three-quarters percent, as the Company directs monthly, subject to an interest rate floor of 4%. Interest on the outstanding amount under the Legacy Dawson Credit Agreement is payable monthly. The Legacy Dawson Credit Agreement contains customary covenants for credit facilities of this type, including limitations on disposition of assets, mergers and reorganizations. The Company is also obligated to meet certain financial covenants, including maintaining an average debt service coverage ratio of at least of 1.5 to 1.0, a ratio of debt to tangible net worth not in excess of 1.5 to 1.0 and a ratio of current assets to current liabilities of at least 1.5 to 1.0, in each case measured quarterly.  The Company was in compliance with all covenants under the Legacy Dawson Credit Agreement, including specified ratios, as of March 31, 2015 and December 31, 2014.

 

In addition, the Company leases vehicles and certain specialized seismic equipment under leases classified as capital leases.  The Company’s balance sheet as of March 31, 2015 and December 31, 2014 includes capital lease obligations of $1,474,000 and $1,650,000, respectively, relating to Legacy Dawson’s capital leases prior to and following the Merger.

 

Legacy TGC Indebtedness

 

The Company has three outstanding notes payable under the term loan feature of the Legacy TGC Credit Agreement, representing a remaining aggregate principal amount of $9,265,000 as of March 31, 2015.  In addition, the Legacy TGC Credit Agreement permits the Company to borrow, repay and reborrow, from time to time until September 16, 2015, up to the lesser of $5.0 million or 80% of the Company’s eligible accounts receivable (the “Legacy TGC Line of Credit”).  The Company did not utilize the Legacy TGC Line of Credit during the current year and has the full Legacy TGC Line of Credit available for borrowing.

 

The Company’s obligations under the Legacy TGC Line of Credit are secured by a security interest in Legacy TGC’s accounts receivable, and the term notes are secured by certain of Legacy TGC’s core equipment.  Interest on amounts outstanding under the Legacy TGC Credit Agreement accrues at the greater of the prime rate as quoted in the Wall Street Journal or 5%. The Legacy TGC Credit Agreement contains customary covenants for credit facilities of this type, including limitations on disposition of assets, mergers and other fundamental changes.  The Company is also obligated to meet certain financial covenants, including maintaining a minimum debt service coverage ratio in excess of 2.0 to 1.0, a ratio of debt to worth not in excess of 1.25 to 1.0 and a minimum tangible net worth of at least $55.0 million. Except as described in the following sentence, the Company was in compliance with all covenants under the Legacy TGC Credit Agreement, including specified ratios, as of March 31, 2015.  The Company was not in compliance at March 31, 2015, and Legacy TGC was not in compliance at December 31, 2014, with the financial covenant related to the debt service coverage ratio.  The Company obtained a letter of waiver from the lender that waived all defaults for compliance with the debt service coverage ratio through March 31, 2016.

 

In addition, the Company has one outstanding note, in the remaining principal amount of $673,000, which was held by Legacy TGC prior to the Merger, payable to a commercial bank for an equipment purchase.  Interest on amounts outstanding under such note accrues at an annual rate equal to 4.60% and is payable monthly.  This note is secured by certain of Legacy TGC’s core equipment and matures on June 5, 2015.

 

The Company also has one outstanding note, in the remaining principal amount of $80,000 at March 31, 2015, which was held by Legacy TGC prior to the Merger, payable to a finance company for insurance.  Interest on amounts outstanding under such note accrues at an annual rate equal to 4.09% and is payable monthly. This note is secured by certain of Legacy TGC’s core equipment.

 

In addition, the Company’s balance sheet as of March 31, 2015 includes capital lease obligations of $902,000 relating to Legacy TGC’s capital lease obligations.

 

The following tables set forth the aggregate principal amount outstanding under the Company’s outstanding notes payable and the interest rates and monthly payments as of March 31, 2015 and December 31, 2014 with respect to the same.  Information as of December 31, 2014 does not include indebtedness of Legacy TGC as of such date, due to the accounting treatment of the Merger as a reverse acquisition as described in Notes 2 and 3.

 

 

 

March 31, 2015

 

December 31, 2014

 

Notes payable to commercial banks

 

 

 

 

 

Aggregate principal amount outstanding

 

$16,715,000

 

$8,577,000

 

Interest rates

 

3.5%-4.6%

 

3.5%-4.6%

 

Monthly payments (excluding interest)

 

$128,363-290,938

 

$128,363-290,938

 

 

 

 

March 31, 2015

 

December 31, 2014

 

Notes payable to finance company for insurance

 

 

 

 

 

Aggregate principal amount outstanding

 

$

80,000 

 

 

Interest rates

 

4.09 

%

 

Monthly payments (excluding interest)

 

$

14,674 

 

 

 

The aggregate maturities of the notes payable at March 31, 2015 are as follows:

 

April 2015 — March 2016

 

$

9,887,000 

 

April 2016 — March 2017

 

5,892,000 

 

April 2017 — March 2018

 

1,016,000 

 

 

 

$

16,795,000 

 

 

The Company leases vehicles and certain specialized seismic equipment under leases classified as capital leases. The aggregate maturities of obligations under capital leases at March 31, 2015 are as follows:

 

April 2015 – March 2016

 

$

1,363,000 

 

April 2016 – March 2017

 

743,000 

 

April 2017 – March 2018

 

270,000 

 

 

 

$

2,376,000 

 

 

Interest rates on these leases ranged from 3.76% to 8.17%.