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Debt
12 Months Ended
Dec. 31, 2015
Debt  
Debt

 

7.     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 our obligations following the Merger. On June 30, 2015, we entered into an amendment to the Legacy TGC Credit Agreement with our lender, Sovereign Bank, (as so amended, and as further amended pursuant to the LOC Amendment (as defined below), the "Existing Credit Agreement") for the purpose of renewing, extending and increasing our line of credit under such agreement. In connection with this amendment to the Legacy TGC Credit Agreement, we entered into a new term loan evidenced by a promissory note dated June 30, 2015 in the aggregate principal amount of $5,144,000 (the "New Term Loan") and used the proceeds of the New Term Loan to repay in full and terminate the Legacy Dawson Credit Agreement and its master advance term note agreement in connection therewith (collectively, the "Legacy Dawson Credit Facilities").

Existing Credit Agreement

        Our Existing Credit Agreement with Sovereign Bank includes a term loan feature and a revolving loan feature, and also allows for the issuance of letters of credit or and other promissory notes. We can borrow up to a maximum of $20.0 million pursuant to the Existing Credit Agreement, subject to the terms and limitations discussed below.

        As of December 31, 2015, we had one outstanding note payable under the term loan feature of the Existing Credit Agreement with a principal amount of $3,429,000. We had two outstanding notes payable under the Existing Credit Agreement that are not under the term loan feature (and therefore do not count towards the maximum amounts that we may borrow) which were incurred to purchase (and are secured by) equipment, representing a remaining aggregate principal amount of $5,225,000 as of December 31, 2015. In addition, the Existing Credit Agreement permits us 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 our eligible accounts receivable less the then-outstanding principal balance of the New Term Loan (the "Existing Line of Credit"). We did not utilize the Existing Line of Credit during 2015, and we have the full Existing Line of Credit available for borrowing. Because our ability to borrow funds under our revolving line of credit is tied to the amount of our eligible accounts receivable, if our accounts receivable decrease materially for any reason, including delays, reductions or cancellations by clients or decreased demand for our services, our ability to borrow to fund operations or other obligations may be limited.

        On November 25, 2015, we entered into an amendment (the "LOC Amendment") to the Existing Credit Agreement to provide for the issuance of a letter of credit in the principal amount of $1,767,000 in favor of AIG Assurance Company in order to support payment of certain insurance premiums of the Company. The principal amount of this letter of credit counts as funds borrowed under our Existing Line of Credit.

        Our obligations under the Existing Line of Credit are secured by a security interest in our accounts receivable, and the term notes are secured by certain of our 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. We are 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. We were in compliance with all covenants under the Existing Credit Agreement, including specified ratios, as of December 31, 2015.

Legacy Dawson Credit Facilities

        Prior to its repayment and termination, the Legacy Dawson Credit Facilities provided for a revolving line of credit and term loans to be made pursuant to notes. We 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, we had three outstanding notes payable under the term loan feature of the Legacy Dawson Credit Agreement. All amounts owed under the Legacy Dawson Credit Facilities were repaid on June 30, 2015 using proceeds of the New Term Loan and totaled $5,144,000.

Other Indebtedness

        We had one outstanding note, in the remaining principal amount of $838,000 at December 31, 2015 payable to a finance company for insurance.

        In addition, the Company leases vehicles and certain specialized seismic equipment under leases classified as capital leases. The Company's balance sheets as of December 31, 2015 and September 30, 2014 includes capital lease obligations of $1,199,000 and $1,321,000, 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 December 31, 2015 and September 30, 2014. Information as of September 30, 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 Note 4.

                                                                                                                                                                                    

 

 

Year Ended
December 31,
2015

 

Year Ended
September 30,
2014

Notes payable to commercial banks

 

 

 

 

Aggregate principal amount outstanding

 

$8,654,000

 

$10,364,000

Interest rates

 

3.5% - 4.5%

 

3.2% - 3.8%

 

                                                                                                                                                                                    

 

 

Year Ended
December 31,
2015

 

Year Ended
September 30,
2014

 

Notes payable to finance company for insurance

 

 

 

 

 

 

 

Aggregate principal amount outstanding

 

$

838,000 

 

 

 

Interest rates

 

 

2.35 

%

 

 

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

                                                                                                                                                                                    

January 2016 - December 2016

 

$

7,804,000 

 

January 2017 - December 2017

 

 

1,688,000 

 

​  

​  

 

 

$

9,492,000 

 

​  

​  

​  

​  

        The Company leases vehicles and certain specialized seismic equipment under leases classified as capital leases.

        The aggregate maturities of obligations under capital leases at December 31, 2015 are as follows:

                                                                                                                                                                                    

January 2016 - December 2016

 

$

781,000 

 

January 2017 - December 2017

 

 

418,000 

 

​  

​  

 

 

$

1,199,000 

 

​  

​  

​  

​  

        Interest rates on these leases ranged from 3.16% to 6.88%.