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DEBT
9 Months Ended
Sep. 30, 2015
DEBT  
DEBT

 

6. DEBT

 

Legacy Dawson and Legacy TGC each had a credit agreement in effect prior to the Merger (the “Legacy Dawson Credit Agreement” and the “Legacy TGC Credit Agreement,” respectively), which continued in effect as obligations of the Company following the Merger. On June 30, 2015, the Company entered into an amendment to the Legacy TGC Credit Agreement (as amended, the “Existing Credit Agreement”) for the purpose of renewing, extending and increasing the Company’s line of credit under such agreement.  In connection with the amendment to the Legacy TGC Credit Agreement, the Company repaid in full and terminated the Legacy Dawson Credit Agreement and its master advance term note agreement in connection therewith (collectively, the “Legacy Dawson Credit Facilities”).

 

Legacy Dawson Credit Agreement

 

The Legacy Dawson Credit Facilities provided for a revolving line of credit and term loans to be made pursuant to notes.  The Company did not utilize the line of credit available under the Legacy Dawson Credit Facilities prior to the termination of the Legacy Dawson Credit Facilities.  Prior to termination of the Legacy Dawson Credit Facilities, the Company had three outstanding notes payable under the term loan feature of the Legacy Dawson Credit Agreement, which represented a remaining aggregate principal amount of $8,577,000 as of December 31, 2014.  Interest on amounts outstanding under the Legacy Dawson Credit Agreement accrued 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 directed monthly, subject to an interest rate floor of 4%.  All amounts owed under the Legacy Dawson Credit Facilities were repaid using proceeds of the New Term Loan (as defined below) and totaled approximately $5,144,000.

 

Existing Credit Agreement

 

The Company has one outstanding note payable at September 30, 2015 under the term loan feature of the Existing Credit Agreement with a principal amount of $4,286,000.  In addition, the Company has three outstanding notes payable that are not under the term loan feature of the Existing Credit Agreement, representing a remaining aggregate principal amount of $6,312,000 as of September 30, 2015. The Existing Credit Agreement also permits the Company to borrow, repay and re-borrow, from time to time until June 30, 2017, up to the lesser of $20.0 million or 80% of the Company’s eligible accounts receivable less the then-outstanding principal balance of the New Term Loan (the “Existing Line of Credit”). The term “New Term Loan” means the term loan entered into as of June 30, 2015 pursuant to a promissory note in the principal amount of $5,144,000. The Company has not utilized the Existing Line of Credit during the current year and has the full Existing Line of Credit available for borrowing.

 

The Company’s obligations under the Existing Line of Credit are secured by a security interest in the Company’s accounts receivable, and the term notes are secured by certain of the Company’s core equipment.  Interest on amounts outstanding under the Existing Credit Agreement accrues at the lesser of 4.5% or the prime rate (as quoted in the Wall Street Journal), subject to an interest rate floor of 2.5%. The Existing 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 (i) a ratio of (x) total liabilities minus subordinated debt to (y) tangible net worth plus subordinated debt not to exceed 1.00:1.00, (ii) a ratio of current assets to current liabilities of at least 1.50:1.00 and (iii) required tangible net worth of not less than $150,000,000. The Company was in compliance with all covenants under the Existing Credit Agreement, including specified ratios, as of September 30, 2015.

 

Other Indebtedness

 

The Company has one outstanding note, in the remaining principal amount of $11,000 at September 30, 2015 payable to a finance company for insurance.  This note was paid off in October 2015.

 

In addition, the Company leases vehicles and certain specialized seismic equipment under leases classified as capital leases.  The Company’s balance sheet as of September 30, 2015 and December 31, 2014 includes capital lease obligations of $1,574,000 and $1,650,000, respectively.

 

The following tables set forth the aggregate principal amount outstanding under our outstanding notes payable and the interest rates and monthly payments as of September 30, 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.

 

 

 

September 30, 2015

 

December 31, 2014

 

Notes payable to commercial banks

 

 

 

 

 

Aggregate principal amount outstanding

 

$10,598,000

 

$8,577,000

 

Interest rates

 

3.5%-4.6%

 

3.16%-4.6%

 

Monthly payments (excluding interest)

 

$128,363-$285,757

 

$128,363-$290,938

 

 

 

 

September 30, 2015

 

December 31, 2014

 

Notes payable to finance company for insurance

 

 

 

 

 

Aggregate principal amount outstanding

 

$

11,000 

 

 

Interest rates

 

4.09 

%

 

 

The aggregate maturities of the notes payable at September 30, 2015 are as follows:

 

October 2015 — September 2016

 

 

 

$

7,175,000 

 

October 2016 — September 2017

 

 

 

3,434,000 

 

 

 

 

 

 

 

 

 

 

 

$

10,609,000 

 

 

 

 

 

 

 

 

 

The following is a schedule showing the future minimum lease payments under capital leases by years and the present value of the

minimum lease payments as of September 30, 2015:

 

October 2015 — September 2016

 

 

 

$

983,000 

 

October 2016 — September 2017

 

 

 

535,000 

 

October 2017 — September 2018

 

 

 

56,000 

 

 

 

 

 

 

 

 

 

 

 

$

1,574,000 

 

 

 

 

 

 

 

 

 

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