UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01. | Entry Into Material Definitive Agreements. |
Amendment to Credit Facility
On September 30, 2020, Dawson Geophysical Company (the “Company”) entered into a Loan Modification Agreement (the “Modification”) to the Loan and Security Agreement (as amended by the Modification, the “Loan Agreement”) for the purpose of amending and extending the maturity of the Company’s line of credit with its lender, Dominion Bank, a Texas state bank (the “Lender”) by one year. The Loan Agreement continues to provide for a secured 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 (b) 100% of the amount on deposit with the Lender in the Company’s collateral account, including a certificate of deposit for $5,000,000. As of September 30, 2020, the Company has not borrowed any amounts under the Revolving Credit Facility.
The Revolving Credit Facility now matures on September 30, 2021, which date was extended in the Modification from a previous maturity of September 30, 2020. The remaining terms and conditions of the Loan Agreement generally continue in the form existing prior to the Modification.
The foregoing description of the Modification is qualified in its entirety by reference to the full text of the Modification, which is filed as Exhibit 10.1 to this Current Report and is incorporated by reference herein.
| Item 2.03. | Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided in item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e)
On September 30, 2020, the Company entered into a letter agreement (the “Amendment”) with Stephen C. Jumper, Chairman, President and Chief Executive Officer, in order to amend his existing letter agreement, effective as of April 15, 2020 (the “Original Letter Agreement”) amending certain provisions of the employment agreement dated as of October 8, 2014, as previously amended from time to time (the “Existing Employment Agreement”), between the Company and Mr. Jumper.
Pursuant to the Original Letter Agreement, the Existing Employment Agreement was modified to set the annual base salary (the “Base Salary”) for Mr. Jumper at $466,250, retroactively from March 30, 2020 until February 11, 2023 (the “Adjustment Period”), unless such period is shortened by the Board of Directors of the Company (the “Board”).
At the request of Mr. Jumper, the Board and Mr. Jumper have voluntarily agreed to enter into the Amendment to set Mr. Jumper’s Base Salary at $360,000 during the period commencing on September 30, 2020 and continuing until the expiration of the Adjustment Period. The remaining terms of the Existing Employment Agreement (as amended by the Original Letter Agreement) generally continue in the form existing prior to the Amendment.
The foregoing descriptions do not purport to set forth the complete terms thereof and are qualified in their entirety by reference to the Amendment attached hereto as Exhibit 10.2, which is incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
|
EXHIBIT NUMBER |
DESCRIPTION | |
| 10.1 | — | Loan Modification Agreement to Loan and Security Agreement, by and between Dawson Geophysical Company and Dominion Bank, dated September 30, 2020. |
| 10.2 | — | Letter Agreement dated September 30, 2020 between Stephen C. Jumper and Dawson Geophysical Company. |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL, and included as Exhibit 101. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| DAWSON GEOPHYSICAL COMPANY | ||
| Date: September 30, 2020 | By: | /s/ James K. Brata |
| James K. Brata | ||
| Executive Vice President, Chief Financial Officer, Secretary and Treasurer | ||