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DEBT

3 Months Ended

Mar. 31, 2023

DEBT

DEBT

5. DEBT

Dominion Loan Agreement

On September 30, 2019, the Company entered into a Loan and Security Agreement with Dominion Bank, a Texas state bank (“Dominion Bank”). On March 21, 2023, the Company entered into a Fourth Loan Modification Agreement (the “Fourth Modification”) to the Loan and Security Agreement (as amended by (i) that certain Loan Modification Agreement dated as of September 30, 2020, (ii) that certain Second Loan Modification Agreement dated as of September 30, 2021, (iii) that certain Third Loan Modification Agreement dated as of September 30, 2022, and (iv) the Fourth Modification, the “Loan Agreement”) for the purpose of (a) amending the principal amount under the Company’s line of credit with Dominion Bank, and (b) obtaining Dominion Bank’s consent with respect to the Company’s consummation of the Transaction and related waivers with respect to implicated covenants. The Loan Agreement now provides for a secured revolving credit facility (the “Revolving Credit Facility”) in an amount up to the lesser of (I) $5,000,000 or (II) a sum equal to (A) 80% of the Company’s eligible accounts receivable plus (B) 100% of the amount on deposit with Dominion Bank in the Company’s collateral account, including a certificate of deposit for $5,000,000 (the “Deposit”). Previously, Dominion Bank’s commitment was for up to $10,000,000. The Company received a limited waiver and consent from Dominion Bank with respect to any non-compliance with applicable covenants under the Loan Agreement, including the tangible net worth covenant, in connection with the Purchase Agreement and the issuance of the common shares and the Convertible Note (as defined below) in the Transaction. As of March 31, 2023, the Company has not borrowed any amounts under the Revolving Credit Facility and has approximately $5,000,000 available for withdrawal.

Under the Revolving Credit Facility, interest will accrue at an annual rate equal to the lesser of (i) 7.75% and (ii) the greater of (a) the prime rate as published from time to time in The Wall Street Journal or (b) 4.75%. The Company will pay a commitment fee of 0.10% per annum on the difference of (a) $10,000,000 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 not less than $38,000,000 and, to be tested as of the end of each calendar quarter, unencumbered liquid assets of not less than $5,000,000, 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 Dominion Bank and future accounts receivable and related collateral. The maturity date of the Loan Agreement is September 30, 2023.

Dominion Letters of Credit

As of March 31, 2023, Dominion Bank has issued one letter of credit in the amount of $265,000 to support the Company’s workers compensation insurance. The letter of credit is secured by a certificate of deposit with Dominion Bank.

Convertible Note

As of March 31, 2023, the Company has a convertible note payable of approximately $9,880,000 payable on or after June 30, 2024 to Wilks upon written demand (the “Convertible Note”). With shareholder approval, this note may be converted to 5,811,765 shares of common stock at a conversion price equal to $1.70.

Other Indebtedness

As of March 31, 2023, the Company has two short-term notes payable to a finance company for various insurance premiums totaling $500,000.

In addition, the Company leases certain seismic recording equipment and vehicles under leases classified as finance leases. The Company’s Condensed Consolidated Balance Sheet as of March 31, 2023 includes finance leases of $368,000.

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 March 31, 2023 and December 31, 2022:

​	​	​	​	​	​	​
​		March 31, 2023		​	December 31, 2022
Notes payable to finance company for insurance	​	​	​	​	​	​
Aggregate principal amount outstanding	​	$	500	​	$	205
Interest rates range from 7.99% to 8.24%	​	​	​	​	​	​

​

The aggregate maturities of finance leases as of March 31, 2023 are as follows (in thousands):

​	​	​	​	​	​	​	​
April 2023 - March 2024	​	$	91	​	​	​	​
April 2024 - March 2025	​	​	97	​	​	​	​
April 2025 - March 2026	​	​	150	​	​	​	​
April 2026 - March 2027	​	​	30	​	​	​	​
Obligations under finance leases	​	$	368	​	​	​	​

​

Interest rate on this lease is 5.29% to 7.66%.

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- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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