UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): June 22, 2011 (June 17, 2011)
DAWSON GEOPHYSICAL COMPANY
(Exact name of Registrant as specified in its charter)
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TEXAS
(State of incorporation
or organization)
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001-34404
(Commission file number)
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75-0970548
(I.R.S. employer identification number) |
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| 508 W. WALL, SUITE 800 |
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MIDLAND, TEXAS
(Address of principal executive offices)
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79701
(Zip code) |
Registrant’s telephone number, including area code: (432) 684-3000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 1.01. |
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Entry into a Material Definitive Agreement. |
On June 17, 2011, Dawson Geophysical Company (the “Company”) renewed and extended its
revolving line of credit loan agreement with Western National Bank. Under the renewed facility, the
total amount available for the Company to borrow remains $20.0 million, subject to a borrowing base
calculation based on the Company’s then-outstanding accounts receivable, as more fully described in
the loan agreement.
Under the
renewed facility (which relates back to June 2, 2011), from June 1 through June 30, 2011, interest will accrue at an
annual rate equal to the Prime Rate, minus three-quarters percent (0.75%). Beginning as of July 1,
2011, interest will accrue at an annual rate equal to either: (a) the 30-day London Interbank
Offered Rate (“LIBOR”), plus two and one-quarter percent (2.25%), or (b) the Prime Rate, minus
three-quarters percent (.75%) as the Company directs monthly, subject to an interest rate floor of
four percent (4%). The renewed loan agreement contains customary covenants for credit facilities of
this type, including limitations on disposition of assets and mergers and reorganizations. The
Company is also obligated to meet certain financial covenants under the renewed loan agreement,
including maintaining specified ratios with respect to cash flow coverage, debt to tangible net
worth, and current assets and liabilities. The Company’s obligations under the renewed loan
agreement are secured by a security interest in its accounts receivable, equipment and related
collateral. As of June 21, 2011, no amounts were outstanding under the loan agreement.
All outstanding amounts owed under the renewed loan agreement will become due and payable no
later than the maturity date of June 2, 2013, and are subject to acceleration upon the occurrence
of events of default which the Company considers usual and customary for an agreement of this type,
including failure to make payments under loan agreement, non-performance of covenants and
obligations or insolvency or bankruptcy (as described in the loan agreement).
The foregoing description of the renewed loan agreement does not purport to be complete and is
qualified in its entirety by reference to the Revolving Line of Credit Loan Agreement and the
Security Agreement, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.
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| Item 2.03. |
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Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided in Item 1.01 to this Current Report on Form 8-K is incorporated
herein by reference.
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