UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement
On March 25, 2021, Geospace Technologies Corporation (the “Company”) entered into an Eighth Amendment (the “Amendment”) amending its existing Loan Agreement dated September 27, 2013, among the Company, certain domestic subsidiaries of the Company, as guarantors, and Frost Bank, as amended by that certain First Amendment to Loan Agreement dated December 16, 2013, to be effective as of September 27, 2013, that Second Amendment to Loan Agreement dated May 4, 2015, that Third Amendment to Loan Agreement dated May 9, 2017, that Fourth Amendment to Loan Agreement dated October 25, 2017, that Fifth Amendment to Loan Agreement dated November 8, 2018, that Sixth Amendment dated March 29, 2019 and that Seventh Amendment dated November 15, 2019 (as amended, the “Loan Agreement”). The Amendment reduced the maximum amount the Company may borrow from $30 million to $20 million, subject to a borrowing base. The Amendment also amended the definition of “Eligible Accounts” to include certain unbilled receivables, and amended Section 2.08 to reduce the limit on the amount of “Eligible Inventory” that may be included in the borrowing base from $20 million to $15 million. The Amendment also altered the tangible net worth financial covenant to decrease the minimum threshold from $145 million to $132 million commencing with the fiscal quarter ending March 31, 2021 and for each fiscal quarter thereafter, calculated in the manner referred to in the Amendment. Additionally, the Amendment added a funded debt to EBITDA ratio financial covenant which requires the Company to maintain, for a twelve-month period ending on the last day of each fiscal quarter commencing with the fiscal quarter ended March 31, 2021, and for each fiscal quarter thereafter, a ratio of funded debt to EBITDA not exceeding 1.50 to 1.00.
The above description of the Amendment is qualified in its entirety by reference to the complete text of the Amendment filed as Exhibit 10.1 hereto, which is incorporated by reference.
Item 9.01. Financial Statements and Exhibits
| Exhibit 10.1 | Eighth Amendment to Loan Agreement dated March 25, 2021 among Geospace Technologies Corporation, as borrower, certain subsidiaries of Geospace Technologies Corporation, as guarantors, and Frost Bank, as lender. | |
| Exhibit 104 | Cover Page Interactive Data (embedded within the Inline XBRL document). | |
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.
| GEOSPACE TECHNOLOGIES CORPORATION | ||||||
| Date: March 29, 2021 | ||||||
| By: /s/ Robert L. Curda |
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| Robert L. Curda | ||||||
| Vice President, Chief Financial Officer & Secretary | ||||||