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DEBT
9 Months Ended
Sep. 30, 2019
DEBT  
DEBT

5. DEBT

Dominion Credit Agreement

On September 30, 2019, the Company entered into a new Loan and Security Agreement (the “Loan Agreement”) with Dominion Bank (the “Lender”). The Loan Agreement provides for a revolving credit facility (the “Revolving Credit Facility”) in an amount up to the lesser of (i) $15,000,000 or (ii) a sum equal to (a) 80% of the Company’s eligible accounts receivable plus 100% of the amount on deposit with the Lender in the Company’s collateral account, such amount to initially include a restricted money market account for $5,000,000 (the “Deposit”).

Under the Revolving Credit Facility, interest will accrue at an annual rate equal to the lesser of (i) 6.00% and (ii) the greater of (a) the prime rate as published from time to time in The Wall Street Journal or (b) 3.50%. The Company will pay a commitment fee of 0.10% per annum on the difference of (a) $15,000,000 minus the Deposit minus (b) the daily average usage of the Revolving Credit Facility. The Loan Agreement contains customary covenants for credit facilities of this type, including limitations on disposition of assets. The Company is also obligated to meet certain financial covenants under the Loan Agreement, including maintaining a tangible net worth of $75,000,000 and specified ratios with respect to current assets and liabilities and debt to tangible net worth. The Company’s obligations under the Loan Agreement are secured by a security interest in the collateral account (including the Deposit) with the Lender and future accounts receivable and related collateral. As of September 30, 2019, the Company has not borrowed any amounts under the Revolving Credit Facility. The maturity date of the Loan Agreement is September 30, 2020.

Expiration of Veritex Credit Agreement

On September 30, 2019, the Company’s line of credit (the “Veritex Line of Credit”) under the Amended and Restated Loan and Security Agreement (as amended, the “Veritex Loan Agreement”) by and between the Company and Veritex Community Bank (“Veritex”) matured pursuant to its terms. No amounts were borrowed under the Veritex Line of Credit. In connection with the maturity of the Veritex Line of Credit and entry into the Loan Agreement with Dominion Bank, the Company paid off all amounts owed pursuant to the term loan under the Veritex Loan Agreement of $4,355,665.

Veritex Letters of Credit

As of September 30, 2019, Veritex has issued three letters of credit under the Veritex Loan Agreement. The first letter of credit is in the amount of $1,767,000 to support payment of certain insurance obligations of the Company. The second letter of credit is in the amount of $583,000 to support the Company’s workers compensation insurance. The third letter of credit is in the amount of $75,000 to support certain performance obligations of the Company. Each of the letters of credit are secured by a certificate of deposit with Veritex.

Other Indebtedness

As of September 30, 2019, the Company has one note payable to a finance company for various insurance premiums totaling $124,000.

In addition, the Company leases certain seismic recording equipment and vehicles under leases classified as finance leases. The Company’s Condensed Consolidated Balance Sheets as of September 30, 2019 include finance leases of $3,135,000.

Maturities and Interest Rates of Debt

The following tables set forth the aggregate principal amount (in thousands) under the Company’s outstanding notes payable and the interest rates as of September 30, 2019 and December 31, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

September 30, 2019

    

December 31, 2018

 

Notes payable to commercial banks

 

 

    

 

 

    

 

Aggregate principal amount outstanding

 

$

 

$

5,975

 

Interest rate

 

 

 

 

5.00%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

September 30, 2019

 

December 31, 2018

 

Notes payable to finance company for insurance

 

 

 

 

 

 

 

Aggregate principal amount outstanding

 

$

124

 

$

1,680

 

Interest rate

 

 

4.99%

 

 

3.80%

 

 

The aggregate maturities of notes payable at September 30, 2019 are as follows (in thousands):

 

 

 

 

 

 

 

 

October 2019 - September 2020

 

 

 

 

$

124

 

October 2020 - September 2021

 

 

 

 

 

 

October 2021 - September 2022

 

 

 

 

 

 

Total notes payable

 

 

 

 

$

124

 

 

The aggregate maturities of finance leases at September 30, 2019 are as follows (in thousands):

 

 

 

 

 

 

 

 

October 2019 - September 2020

 

 

 

 

$

3,029

 

October 2020 - September 2021

 

 

 

 

 

56

 

October 2021 - September 2022

 

 

 

 

 

41

 

October 2022 - September 2023

 

 

 

 

 

9

 

Total finance leases

 

 

 

 

$

3,135

 

 

Interest rates on these leases range from 4.65% to 5.37%.