Document_And_Entity_Informatio
Document And Entity Information | 6 Months Ended | |
Jun. 30, 2013 | Aug. 23, 2013 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'true | ' |
Document Period End Date | 30-Jun-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Trading Symbol | 'SAEX | ' |
Entity Common Stock, Shares Outstanding | ' | 13,402,664 |
Entity Registrant Name | 'SAExploration Holdings, Inc. | ' |
Entity Central Index Key | '0001514732 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Amendment Description | 'This Form 10-Q/A is being filed as an amendment (“Amendment No. 1”) to the Quarterly Report on Form 10-Q filed by SAExploration Holdings, Inc., formerly known as Trio Merger Corp., with the Securities and Exchange Commission on August 28, 2013 (the “Original Filing”), to amend (i) Item 1 of Part I, “Financial Information,” (ii) Item 2 of Part I, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and (iii) Item 4 of Part I, “Controls and Procedures” in connection with the restatement of our interim financial statements as of and for the three and six months ended June 30, 2013, which were included in the Original Filing. The restatement is necessary to correct certain errors in accounting relating to the recognition of share-based compensation expense of our accounting predecessor and the improper capitalization of certain work-in-progress expenses attributable to our operations in Colombia and to adjust our income tax (benefit) provision for such corrections. This Amendment No. 1 also includes currently dated certifications of our Chief Executive Officer and Chief Financial Officer as Exhibits 31.1, 31.2, 32.1 and 32.2 and restated versions of our financial statements formatted in Extensible Business Reporting Language (XBRL) as Exhibit 101, and we have updated the Exhibit Index accordingly. Except as described above, no other sections of the Original Filing were affected; however, for the convenience of the reader, this Amendment No. 1 restates in its entirety, as amended, the Original Filing. This Amendment No. 1 is presented as of August 28, 2013, the filing date of the Original Filing, and has not been updated to reflect other events, other than those identified above related to the restatement, occurring after the date of the Original Filing, or to modify or update those disclosures affected by subsequent events. Without limiting the foregoing, this filing does not purport to update Management's Discussion and Analysis of Financial Condition and Results of Operations contained in the Original Filing for any information, uncertainties, transactions, risks, events or trends known to management occurring subsequent to the date of the Original Filing. More current information is contained in our other filings with the Securities and Exchange Commission[, including our Annual Report on Form 10-K for the year ended December 31, 2013. | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Jun. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $28,521 | $15,721 |
Restricted cash | 298 | 3,701 |
Accounts receivable | 37,978 | 27,585 |
Deferred costs on contracts | 1,604 | 5,911 |
Prepaid expenses | 7,459 | 8,553 |
Deferred tax asset, net | 820 | 902 |
Total current assets | 76,680 | 62,373 |
Property and equipment, net | 63,970 | 70,456 |
Intangible assets, net | 1,341 | 1,478 |
Goodwill | 2,186 | 2,306 |
Deferred loan issuance costs, net | 9,395 | 9,066 |
Deferred tax asset, net | 1,585 | 1,622 |
Other assets | 684 | 674 |
Total assets | 155,841 | 147,975 |
Current liabilities: | ' | ' |
Accounts payable | 8,436 | 12,309 |
Accrued liabilities | 4,674 | 5,435 |
Income and other taxes payable | 417 | 5,896 |
Accrued payroll liabilities | 2,874 | 3,247 |
Notes payable - current portion | 1,300 | 800 |
Notes payable to related parties | 0 | 53 |
Deferred revenue - current portion | 7,980 | 6,145 |
Capital lease - current portion | 736 | 818 |
Total current liabilities | 26,417 | 34,703 |
Long-term portion of notes payable, net | 79,166 | 78,493 |
Long-term portion of notes payable to related parties | 11,775 | 0 |
Long-term portion of capital leases | 801 | 1,054 |
Deferred revenue - non-current portion | 1,058 | 3,175 |
Deferred tax liabilities, net | 188 | 241 |
Warrant liabilities | 0 | 1,244 |
Total liabilities | 119,405 | 118,910 |
Commitments and contingencies (See Note 4) | ' | ' |
Preferred Stock, Value | 0 | 0 |
Stockholders' equity: | ' | ' |
Common Stock, $0.0001 par value, 55,000,000 authorized, and 13,402,664 and 6,321,848 issued and outstanding at June 30, 2013 and December 31, 2012, respectively. | 2 | 1 |
Additional paid-in capital | 27,287 | 1,907 |
Retained earnings | 11,081 | 21,801 |
Accumulated other comprehensive (loss) income | -1,934 | 356 |
Total stockholders’ equity | 36,436 | 24,065 |
Total liabilities and stockholders’ equity | 155,841 | 147,975 |
Convertible Preferred Stock [Member] | ' | ' |
Current liabilities: | ' | ' |
Preferred Stock, Value | $0 | $5,000 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Jun. 30, 2013 | Dec. 31, 2012 |
Preferred Stock, par value | $0.00 | $0.00 |
Preferred Stock, authorized shares | 1,000,000 | 1,000,000 |
Preferred Stock, outstanding shares | 0 | 0 |
Common Stock, par value | $0.00 | $0.00 |
Common Stock, authorized shares | 55,000,000 | 55,000,000 |
Common Stock, issued shares | 13,402,664 | 6,321,848 |
Common Stock, outstanding shares | 13,402,664 | 6,321,848 |
Convertible Preferred Stock [Member] | ' | ' |
Preferred Stock, par value | $0.00 | $0.00 |
Preferred Stock, authorized shares | 5,000,000 | 5,000,000 |
Series A Preferred Stock [Member] | ' | ' |
Preferred Stock, par value | $1 | $1 |
Preferred Stock, shares issued | 5,000,000 | 5,000,000 |
UNAUDITED_CONDENSED_CONSOLIDAT
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 |
Revenue from services | $42,380 | $74,393 | $127,146 | $136,180 |
Direct operating expenses, including depreciation expense of $3,426 and $2,824 for the three months ended June 30 2013 and 2012, respectively, and $6,936 and $5,468 in the six months ended June 30 2013 and 2012, respectively | 32,696 | 61,416 | 97,464 | 108,327 |
Gross profit | 9,684 | 12,977 | 29,682 | 27,853 |
Selling, general and administrative expenses | 6,127 | 6,577 | 13,593 | 12,020 |
Merger costs | 583 | 0 | 583 | 0 |
Depreciation and amortization | 257 | 149 | 522 | 288 |
Loss on sale of assets | 42 | 382 | 103 | 305 |
Income from operations | 2,675 | 5,869 | 14,881 | 15,240 |
Other income (expense): | ' | ' | ' | ' |
Other, net | -1,308 | 198 | -1,445 | 291 |
Interest expense, net | -3,427 | -471 | -6,812 | -839 |
Foreign exchange (loss) gain, net | -842 | -40 | -1,299 | 51 |
Total other expense, net | -5,577 | -313 | -9,556 | -497 |
(Loss) income before income taxes | -2,902 | 5,556 | 5,325 | 14,743 |
(Benefit) provision for income taxes | -1,583 | 483 | 782 | 1,917 |
Net (loss) income | ($1,319) | $5,073 | $4,543 | $12,826 |
Basic and diluted (loss) income per common share | ' | ' | ' | ' |
Weighted average shares outstanding -basic | 6,782,515 | 5,685,288 | 6,553,454 | 5,685,288 |
(Loss) income per share - basic | ($0.19) | $0.89 | $0.69 | $2.26 |
Weighted average shares outstanding -diluted | 6,782,515 | 5,685,288 | 6,684,118 | 5,685,288 |
(Loss) income per share - diluted | ($0.19) | $0.89 | $0.68 | $2.26 |
UNAUDITED_CONDENSED_CONSOLIDAT1
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 |
Depreciation | ' | ' | $7,458 | $5,756 |
Direct Operating Expenses [Member] | ' | ' | ' | ' |
Depreciation | $3,426 | $2,824 | $6,936 | $5,468 |
UNAUDITED_CONDENSED_CONSOLIDAT2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 |
Net (loss) income | ($1,319) | $5,073 | $4,543 | $12,826 |
Other items of comprehensive (loss) income, foreign currency translation net of tax | -1,587 | 1,989 | -2,290 | 875 |
Total other comprehensive (loss) income | ($2,906) | $7,062 | $2,253 | $13,701 |
UNAUDITED_CONDENSED_CONSOLIDAT3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2012 |
Operating activities: | ' | ' |
Net income | $4,543 | $12,826 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation of property and equipment | 7,458 | 5,756 |
Amortization of loan costs and debt discounts | 1,092 | 0 |
Payment in kind interest | 995 | 0 |
Deferred income taxes | 66 | -326 |
Loss on sale of property and equipment | 103 | 305 |
Share-based compensation | 1,100 | 0 |
Changes in operating assets and liabilities, net of effects of acquisition: | ' | ' |
Accounts receivable | -10,393 | -6,846 |
Deferred costs on contracts | 4,307 | -3,862 |
Accounts payable | -3,918 | 10,650 |
Income and other taxes payable | -5,479 | 3,014 |
Other | 1,845 | -707 |
Net cash provided by operating activities | 1,719 | 20,810 |
Investing activities: | ' | ' |
Purchase of property and equipment | -2,688 | -26,066 |
Business acquisition, net of cash acquired | 0 | -760 |
Proceeds from sale of property and equipment | 0 | 144 |
Net cash (used in) investing activities | -2,688 | -26,682 |
Financing activities: | ' | ' |
Principal borrowings on notes payable | 0 | 28,765 |
Net proceeds from Merger | 35,277 | 0 |
Repayments of notes payable | -453 | -18,389 |
Payment of debt issuance costs | -1,500 | 0 |
Merger costs | -5,027 | 0 |
Repayments of capital lease obligations | -433 | -439 |
Dividend payments on common shares | -8,731 | 0 |
Dividend payments on preferred shares | -5,084 | -70 |
Net cash provided by financing activities | 14,049 | 9,867 |
Effects of exchange rate changes on cash | -280 | 780 |
Net change in cash and cash equivalents | 12,800 | 4,775 |
Cash at the beginning of period | 15,721 | 4,978 |
Cash at the end of period | 28,521 | 9,753 |
Supplemental disclosures of cash flow information: | ' | ' |
Interest paid | 4,984 | 424 |
Income taxes paid | 3,299 | 154 |
Non-cash investing and financing activities: | ' | ' |
Dividends accrued but unpaid on common shares | 1,269 | 0 |
Dividends accrued but unpaid on preferred shares | 1,072 | 192 |
Capital assets acquired under capital lease | 98 | 215 |
Cash flow impact of Merger | ' | ' |
UNAUDITED_CONDENSED_CONSOLIDAT4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Retained Earnings [Member] |
In Thousands, except Share data | |||||
Beginning Balance at Dec. 31, 2011 | $13,618 | $1 | $1,886 | ($610) | $12,341 |
Beginning Balance (in shares) at Dec. 31, 2011 | ' | 5,685,288 | ' | ' | ' |
Dividends | -262 | 0 | 0 | 0 | -262 |
Merger costs | 0 | ' | ' | ' | ' |
Share-based compensation | 0 | ' | ' | ' | ' |
Foreign currency translation | 875 | 0 | 0 | 875 | 0 |
Net income | 12,826 | 0 | 0 | 0 | 12,826 |
Ending Balance at Jun. 30, 2012 | 27,057 | 1 | 1,886 | 265 | 24,905 |
Ending Balance (in shares) at Jun. 30, 2012 | ' | 5,685,288 | ' | ' | ' |
Beginning Balance at Dec. 31, 2012 | 24,065 | 1 | 1,907 | 356 | 21,801 |
Beginning Balance (in shares) at Dec. 31, 2012 | ' | 6,321,848 | ' | ' | ' |
Dividends on Former SAE Common Shares | -10,000 | 0 | 0 | 0 | -10,000 |
Dividends on Former SAE Preferred Shares | -5,263 | 0 | 0 | 0 | -5,263 |
Forfeitures of Former SAE restricted stock (in shares) | ' | -8,549 | ' | ' | ' |
Former SAE Warrants converted to stock as a result of the Merger (in shares) | ' | 135,144 | ' | ' | ' |
Former SAE Warrants converted to stock as a result of the Merger | 1,293 | 0 | 1,293 | 0 | 0 |
Merger transaction (in shares) | ' | 6,954,221 | ' | ' | ' |
Merger transaction | 28,015 | 1 | 28,014 | 0 | 0 |
Merger costs | -5,027 | 0 | -5,027 | 0 | 0 |
Share-based compensation | 1,100 | 0 | 1,100 | 0 | 0 |
Foreign currency translation | -2,290 | 0 | 0 | -2,290 | 0 |
Net income | 4,543 | 0 | 0 | 0 | 4,543 |
Ending Balance at Jun. 30, 2013 | $36,436 | $2 | $27,287 | ($1,934) | $11,081 |
Ending Balance (in shares) at Jun. 30, 2013 | ' | 13,402,664 | ' | ' | ' |
RESTATEMENT
RESTATEMENT | 6 Months Ended | |||||||||||||||||||
Jun. 30, 2013 | ||||||||||||||||||||
Accounting Changes and Error Corrections [Abstract] | ' | |||||||||||||||||||
RESTATEMENT | ' | |||||||||||||||||||
NOTE 1 — RESTATEMENT | ||||||||||||||||||||
Certain balances in the financial statements as of and for the three and six months ended June 30, 2013 have been restated to correct misstatements in previously reported amounts by SAExploration Holdings, Inc. and its subsidiaries (collectively, “the Corporation”) in the accounting for the Former SAE’s share-based compensation expense and the improper capitalization of certain work-in-progress expenses attributable to the Corporation’s operations in Colombia. To correct the misstatements, an additional $986 was recorded in “Selling, general and administrative expenses” and “Additional paid-in capital” related to share-based compensation. $554 was reclassified from “Deferred costs on contracts” to “Direct operating expenses”. As a result of the recording these corrections there was an increase in the income tax benefit for the three months ended and then a decrease in the provision for the six months ended June 30, 2013. | ||||||||||||||||||||
The effects of the restatement on the Corporation’s financial statements as of and for the three and six months ended June 30, 2013 are summarized in the table. below. | ||||||||||||||||||||
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
As of June 30, 2013 | ||||||||||||||||||||
As Previously | As | |||||||||||||||||||
Reported | Adjustment | Restated | ||||||||||||||||||
Deferred costs on contracts | $ | 2,158 | $ | -554 | $ | 1,604 | ||||||||||||||
Total current assets | $ | 77,234 | $ | -554 | $ | 76,680 | ||||||||||||||
Total assets | $ | 156,395 | $ | -554 | $ | 155,841 | ||||||||||||||
Income and other taxes payable | $ | 883 | $ | -466 | $ | 417 | ||||||||||||||
Total current liabilities | $ | 26,883 | $ | -466 | $ | 26,417 | ||||||||||||||
Total liabilities | $ | 119,871 | $ | -466 | $ | 119,405 | ||||||||||||||
Additional paid-in capital | $ | 26,301 | $ | 986 | $ | 27,287 | ||||||||||||||
Retained earnings | $ | 12,155 | $ | -1,074 | $ | 11,081 | ||||||||||||||
Total stockholders’ equity | $ | 36,524 | $ | -88 | $ | 36,436 | ||||||||||||||
Total liabilities and stockholders’ equity | $ | 156,395 | $ | -554 | $ | 155,841 | ||||||||||||||
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Three Months | Six Months Ended | |||||||||||||||||||
Ended June 30, 2013 | June 30, 2013 | |||||||||||||||||||
As Previously | As | As Previously | As | |||||||||||||||||
Reported | Adjustment | Restated | Reported | Adjustment | Restated | |||||||||||||||
Direct operating expenses | $ | 32,142 | $ | 554 | $ | 32,696 | $ | 96,910 | $ | 554 | $ | 97,464 | ||||||||
Gross profit | $ | 10,238 | $ | -554 | $ | 9,684 | $ | 30,236 | $ | -554 | $ | 29,682 | ||||||||
Selling, general and administrative expenses | $ | 5,141 | $ | 986 | $ | 6,127 | $ | 12,607 | $ | 986 | $ | 13,593 | ||||||||
Income from operations | $ | 4,215 | $ | -1,540 | $ | 2,675 | $ | 16,421 | $ | -1,540 | $ | 14,881 | ||||||||
(Loss) income before income taxes | $ | -1,362 | $ | -1,540 | $ | -2,902 | $ | 6,865 | $ | -1,540 | $ | 5,325 | ||||||||
(Benefit) provision for income taxes | $ | -1,117 | $ | -466 | $ | -1,583 | $ | 1,248 | $ | -466 | $ | 782 | ||||||||
Net (loss) income | $ | -245 | $ | -1,074 | $ | -1,319 | $ | 5,617 | $ | -1,074 | $ | 4,543 | ||||||||
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||
June 30, 2013 | June 30, 2013 | |||||||||||||||||||
As Previously | As | As Previously | As | |||||||||||||||||
Reported | Adjustment | Restated | Reported | Adjustment | Restated | |||||||||||||||
Net (loss) income | $ | -245 | $ | -1,074 | $ | -1,319 | $ | 5,617 | $ | -1,074 | $ | 4,543 | ||||||||
Total other comprehensive (loss) income | $ | -1,832 | $ | -1,074 | $ | -2,906 | $ | 3,327 | $ | -1,074 | $ | 2,253 | ||||||||
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Six Months Ended | ||||||||||||||||||||
June 30, 2013 | ||||||||||||||||||||
As Previously | As | |||||||||||||||||||
Reported | Adjustment | Restated | ||||||||||||||||||
Net (loss) income | $ | 5,617 | $ | -1,074 | $ | 4,543 | ||||||||||||||
Changes in operating assets and liabilities, net of effects of acquisition: | ||||||||||||||||||||
Share-based compensation | $ | 114 | $ | 986 | $ | 1,100 | ||||||||||||||
Deferred costs on contracts | $ | 3,753 | $ | 554 | $ | 4,307 | ||||||||||||||
Income and other taxes payable | $ | -5,013 | $ | -466 | $ | -5,479 | ||||||||||||||
GENERAL_INFORMATION
GENERAL INFORMATION | 6 Months Ended |
Jun. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
GENERAL INFORMATION | ' |
NOTE 2 — GENERAL INFORMATION | |
The Corporation is a geophysical seismic services company offering a full range of seismic data acquisition services including program design, planning and permitting, camp services, survey, drilling, recording, reclamation and in-field processing. The Corporation’s services include the acquisition of 2D, 3D and time-lapse 4D seismic data on land, in transition zones between land and water and in shallow water, as well as seismic data field processing. The Corporation’s customers include national oil companies, major international oil companies and independent oil and gas exploration and production companies in North America, South America and Southeast Asia. Seismic data is used by the Corporation’s customers to identify and analyze drilling prospects and maximize successful drilling. | |
COMPLETED_MERGER
COMPLETED MERGER | 6 Months Ended | ||
Jun. 30, 2013 | |||
Business Combination, Description [Abstract] | ' | ||
COMPLETED MERGER | ' | ||
NOTE 3 — COMPLETED MERGER | |||
The Corporation was initially formed on February 2, 2011under the name Trio Merger Corp. (the Corporation, prior to the Merger described below, “Former Trio”) as a blank check company in order to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more business entities. On December 10, 2012, the Corporation entered into an Agreement and Plan of Reorganization, as amended by a First Amendment to Agreement and Plan of Reorganization dated as of May 23, 2013 (the “ Merger Agreement”), with Trio Merger Sub, Inc. (“Merger Sub”), the entity formerly known as SAExploration Holdings, Inc. (“Former SAE”), and CLCH, LLC (“CLCH”), which contemplated Former SAE merging with and into Merger Sub with Merger Sub surviving as a wholly-owned subsidiary of the Corporation (the “Merger”). | |||
On June 21, 2013, the Corporation held its special meeting in lieu of an annual meeting of stockholders (the “Special Meeting”), at which the stockholders considered and adopted, among other matters, the Merger Agreement. On June 24, 2013, the parties consummated the Merger (the “Closing”). Pursuant to the Merger Agreement, the Former SAE common stockholders, on a fully-diluted basis, as consideration for all shares of Former SAE common stock they held or had the right to acquire prior to the Merger, received: (i) an aggregate of 6,448,443 shares (which includes 30 shares issued in lieu of fractional shares) of the Corporation’s common stock at the Closing; (ii) an aggregate of $7.5 million in cash at the Closing; (iii) an aggregate of $17.5 million represented by a promissory note issued by the Corporation at the Closing, discussed in Note 6; and (iv) the right to receive up to 992,108 additional shares (which includes 44 shares that may be issued in lieu of fractional shares) of the Corporation’s common stock after the Closing based on the achievement of specified earnings targets by the Corporation for the 2013 and/or the 2014 fiscal years. Additionally, the Corporation paid to CLCH, the holder of all of the outstanding shares of Former SAE preferred stock and a company controlled by Jeff Hastings, the Corporation’s Executive Chairman, an aggregate of $5.0 million in cash for all of such shares. Former SAE’s warrants outstanding for 2% of its common stock now entitle the holders of the Former SAE warrants to receive 135,144 shares of the Corporation’s common stock as of the closing of the Merger and those shares of the Corporation’s stock were included in the exchange into 6,448,443 shares described above. | |||
The following table summarizes the effects of the Merger on the Corporation’s assets, liabilities, and capital structure: | |||
Cash and cash held in trust, after conversions | $ | 47,777 | |
Payment to Former SAE common stockholders | -7,500 | ||
Net released from escrow to the Corporation after conversions | $ | 40,277 | |
Other assets and liabilities remaining in the Corporation: | |||
Other assets | 12 | ||
Note payable to Former SAE common stockholders | -11,775 | ||
Related party notes | -500 | ||
Contingent consideration | — | ||
$ | 28,014 | ||
Merger costs | -5,027 | ||
Pre-acquisition value of Former SAE warrants deemed equity under their terms | 1,293 | ||
Net increase in the Corporation's equity resulting from the Merger | $ | 24,280 | |
Immediately prior to the closing of the Merger, Former SAE paid cash dividends to its stockholders of $5 million on shares of its preferred stock and $10 million on shares of its common stock outstanding immediately prior to the Merger, for an aggregate dividend amount of $15 million. | |||
Of the $40,277 of cash, $5,000 was paid to purchase Former SAE’s preferred stock, and the unaudited condensed consolidated statement of cash flows for the six months ended June 30, 2013 reflects $35,277 of merger proceeds released from escrow to the Corporation in cash provided by financing activities. The Corporation incurred $5,027 of Merger-related costs which are treated as equity issuance costs and reported as a reduction of equity. | |||
In connection with the Merger, holders of 987,634 shares of the Corporation’s outstanding common stock issued in its initial public offering (“public shares”) exercised their rights to convert those shares to cash at a conversion price of approximately $10.08 per share, or an aggregate of approximately $9.96 million. After giving effect to the issuance of the shares of the Corporation’s common stock to Former SAE stockholders at the Closing (excluding the additional shares that may be issued to the Former SAE stockholders based on the achievement of the earnings targets), the issuance of 100,000 shares of the Corporation’s common stock in exchange for the options to purchase up to a total of 600,000 shares of common stock and 600,000 warrants held by EarlyBirdCapital, Inc. and its designees for 100,000 shares of Corporation common stock and the conversion of 987,634 of the Corporation’s public shares, there were 13,402,664 shares of the Corporation’s common stock outstanding as of June 24, 2013. The conversion price for holders of public shares electing conversion of $10 million was paid out of the Corporation’s trust account, which had a balance immediately prior to the Closing of $61.7 million. The remaining trust account funds were used to pay the Corporation’s transaction expenses of approximately $4.0 million and the cash portion of the Merger consideration payable to the Former SAE preferred and common stockholders, totaling $12.5 million, and the balance of approximately $35.3 million was released from escrow to the Corporation. | |||
At the Special Meeting, the Corporation’s stockholders voted to approve an amendment to the Corporation’s amended and restated certificate of incorporation to change the Corporation’s name to SAExploration Holdings, Inc. Accordingly, effective upon the Closing, the Corporation changed its name to SAExploration Holdings, Inc. and Merger Sub, the surviving entity in the Merger, changed its name to SAExploration Sub, Inc. Thus, the Corporation is now a holding company called SAExploration Holdings, Inc., operating through its wholly-owned subsidiary, Merger Sub, and its subsidiaries. | |||
At the Special Meeting, the Corporation’s stockholders also approved other amendments to the Corporation’s amended and restated certificate of incorporation to adjust the classification of directors such that the three classes’ terms expire upon the annual meetings of stockholders in 2014, 2015 and 2016, with each class serving three-year terms thereafter, and to delete certain provisions that are no longer applicable since the Merger was consummated. | |||
At the Closing, the Corporation also entered into an amendment to the warrant agreement (“Warrant Amendment”) with Continental Stock Transfer & Trust Company, as warrant agent, for the 14 million outstanding warrants as of the date of the Merger, and for the 1 million warrants that may be issued upon conversion of the Corporation’s convertible notes, which amended the Corporation’s warrants to (i) increase the exercise price of the warrants from $7.50 to $12.00 per share of the Corporation’s common stock and (ii) increase the redemption price of the warrants from $12.50 to $15.00 per share of the Corporation’s common stock. On December 10, 2012, the Corporation obtained written consents from the holders of a majority of the then outstanding warrants approving the Warrant Amendment. The warrants expire June 24, 2016. The Warrant Amendment became effective upon the closing of the Merger. Since the amendments were a at the-Merger modification by Former Trio, the effects of the change in fair value were reflected in the equity of Former Trio and were not reflected in the net assets of Former Trio recorded by the Corporation. | |||
As a result of the Merger, the pre-Merger stockholders of the Former Trio own approximately 51.5% of the Corporation, and the pre-Merger stockholders of Former SAE own approximately 48.5% of the Corporation. In connection with the Merger, certain of the initial stockholders of the Corporation granted voting proxies to CLCH, which was the majority stockholder of Former SAE, such that CLCH, along with certain other stockholders of Former SAE, control at least 50.5% of the voting power of the Corporation following the Merger. The Merger completes the Corporation’s objective to acquire, through a merger, share exchange, asset acquisition, or other similar business combination, one or more businesses or entities. In addition, the Merger accomplished Former SAE’s objective of obtaining increased access to publicly-traded capital markets. | |||
BASIS_OF_PRESENTATION_AND_SIGN
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2013 | |
Accounting Policies [Abstract] | ' |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | ' |
NOTE 4 — BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | |
Presentation as a result of the Merger | |
The Corporation was incorporated in February 2011 in Delaware and was in the development stage through June 24, 2013. The period from June 24, 2013 to June 30, 2013 is the first period during which the Corporation is considered an operating company and is no longer in the development stage. From a legal perspective, Former SAE was merged into a subsidiary of the Corporation, Merger Sub, with Merger Sub surviving. From an accounting perspective, however, the Merger was treated as a reverse acquisition in which Former SAE was the accounting acquirer according to the provisions of the accounting principles generally accepted in the United States of America (“U.S. GAAP”), including but not limited to the fact that the stockholders of Former SAE were determined to have control after consummation of the Merger. The operating results and cash flows are presented as a continuation of Former SAE’s financial statements and the assets and liabilities are presented at Former SAE’s carrying value. The equity structure, however, reflects the Corporation’s equity structure. The retained earnings and other equity balances are presented at Former SAE’s carrying value. Stockholders’ equity has been retroactively restated to reflect the number of shares of common stock received by the holders of Former SAE of the Corporation’s common stock, with the offset to additional paid in capital. | |
Principles of Consolidation | |
The accompanying (a) balance sheet as of December 31, 2012, which has been derived from audited financial statements, and (b) unaudited condensed consolidated financial statements of the Corporation have been prepared in accordance with U.S. GAAP for interim financial information and are presented pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain financial information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Corporation’s and Former SAE’s audited consolidated financial statements and the notes thereto for the fiscal year ended December 31, 2012. These audited financial statements can be found within the definitive proxy statement/information statement filed by the Corporation with the Securities and Exchange Commission on May 31, 2013. These unaudited condensed consolidated financial statements should also be read in conjunction with Former SAE’s unaudited restated condensed consolidated financial statements and the notes thereto for the quarter ended March 31, 2013. These unaudited restated condensed consolidated financial statements can be found within the Form 8-K/A (Amendment No. 2) filed by the Corporation with the Securities and Exchange Commission on August 27, 2013. In the opinion of management, the unaudited condensed financial statements included herein contain all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the Corporation’s financial position as of June 30, 2013 and December 31, 2012 and the results of operations for the three and six months periods ended June 30, 2013 and 2012 and cash flows for the six months ended June 30, 2013 and 2012. The results of operations for interim periods are not necessarily indicative of the results expected for the full year. | |
Accounts Receivable and Allowance for Doubtful Accounts | |
Accounts receivable are uncollateralized obligations recorded at the invoiced amount and do not bear interest. Amounts collected on accounts receivable are included in net cash provided by operating activities in the consolidated statements of cash flows. The cyclical nature of the Corporation’s industry may affect the Corporation’s customers’ operating performance and cash flows, which could impact the Corporation’s ability to collect on these obligations. | |
Additionally, some of the Corporation’s customers are located in certain international areas that are inherently subject to economic, political and civil risks, which may impact the Corporation’s ability to collect receivables. | |
The Corporation maintains an allowance for doubtful accounts for estimated losses in its accounts receivable portfolio. It utilizes the specific identification method for establishing and maintaining the allowance for doubtful accounts. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of June 30, 2013, no allowance for doubtful accounts and no bad debt expense were recorded for the reporting periods. | |
Revenue Recognition | |
The Corporation’s services are provided under master service agreements with its customers that set forth certain obligations of the Corporation and its customers. A supplemental agreement setting forth the terms of a specific project, which may be cancelled by either party on short notice, is entered into for every data acquisition project. Customer contracts for services vary in terms and conditions. Contracts are either “turnkey” (fixed price) agreements that provide for a fixed fee per unit of measure to be paid to the Corporation, or “term” (variable price) agreements that provide for a fixed hourly, daily or monthly fee during the term of the project. Under turnkey agreements, the Corporation recognizes revenue based upon output measures as work is performed. This method requires that the Corporation recognize revenue based upon quantifiable measures of progress, such as square or linear kilometers surveyed or each unit of data recorded. Expenses associated with each unit of measure are immediately recognized. If it is determined that a contract will have a loss, the entire amount of the loss associated with the contract is immediately recognized. Revenue under a “term” contract is billed as the applicable rate is earned under the terms of the agreement. With respect to those contracts where the customer pays separately for the mobilization of equipment, the Corporation recognizes such mobilization fees as revenue during the performance of the seismic data acquisition, using the same performance method as for the seismic work. To the extent costs have been incurred in relation to the Corporation’s service contracts where the revenue is not yet earned those costs are capitalized and deferred within deferred costs on contracts until the revenue is earned, at which time it is expensed. The Corporation invoices customers for certain out-of-pocket expenses under the terms of the contracts. Amounts billed to customers are recorded in revenue at the gross amount including out-of-pocket expenses. The Corporation also utilizes subcontractors to perform certain services to facilitate the completion of customer contracts. The Corporation bills its customers for the cost of these subcontractors plus an administrative fee. The Corporation records amounts billed to its customers related to subcontractors at the gross amount and records the related cost of subcontractors as cost of sales. | |
Deferred Revenue | |
Deferred revenue primarily represents amounts billed or payments received for services in advance of the services to be rendered over a future period or advanced payments from customers related to equipment leasing. | |
Cash and Cash Equivalents | |
The Corporation considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. As of June 30, 2013 and December 31, 2012, the balances of cash in subsidiaries outside of the United States totaled $8,652 and $7,473, respectively. | |
Restricted Cash | |
Restricted cash consists primarily of cash collateral for performance guarantees, letters of credit and custom bonds. As of June 30, 2013 and December 31, 2012 restricted cash was $298 and $3,701, respectively, principally as a result of one performance bond in one country outside of the United States. | |
Foreign Exchange Gains and Losses | |
The unrealized foreign currency exchange gain (loss) included in accumulated other comprehensive income was ($1,587) and $1,989 for the three months ended June 30, 2013 and 2012, respectively. | |
The unrealized foreign currency exchange gain (loss) included in accumulated other comprehensive income was ($2,290) and $875 for the six months ended June 30, 2013 and 2012, respectively. | |
Commitments and Contingencies | |
The Former SAE common stockholders, as a result of the Merger, have the right to receive up to 992,108 additional shares (which includes 44 shares that may be issued in lieu of fractional shares) of the Corporation’s common stock after the Closing based on the achievement of specified earnings targets by the Corporation for the 2013 and the 2014 fiscal years. | |
Since the contingent consideration is considered to be equity it did not impact the net assets recorded by the Corporation (see Note 3). | |
Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources, are recorded when it is probable that a liability has been incurred and the amount of the assessment and remediation can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. | |
In the ordinary course of business, the Corporation can be involved in legal proceedings involving contractual and employment relationships, liability claims, and a variety of other matters. As of June 30, 2013 and December 31, 2012, the Corporation did not have any legal proceedings that it expects would have a material impact on its financial position or results of operations. | |
Fair Value Measurements | |
The Corporation’s financial assets and liabilities measured at fair value as of June 30, 2013 and December 31, 2012 are notes payable and warrants. The fair value of the notes payable and warrants are based on Level 3 inputs based on an income and market approach. As of June 30, 2013 and December 31, 2012, some of the Corporation’s notes payable are recorded at historical cost net of applicable discounts, some are recorded at fair value, and the Corporations warrants are recorded at fair value. | |
The change in goodwill is the result of currency translation and not a change in fair value. | |
Off-Balance Sheet Arrangements | |
The Corporation’s policies regarding off-balance sheet arrangements as of and for the six months ended June 30, 2013 are consistent with those in place during, as of and for the year ended December 31, 2012. The Corporation did not have any off-balance sheet arrangements as of June 30, 2013 or December 31, 2012. | |
Net Income Per Share | |
The Corporation complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Prior to the Merger on June 24, 2013, the Corporation had not considered the effect of warrants to purchase 14,000,000 shares of common stock or 1,000,000 warrants issuable upon conversion of notes payable to two of its stockholders in the calculation of diluted loss per share, since the exercise of the warrants were then contingent upon the occurrence of future events. The warrants are considered antidilutive based on their exercise terms and are expected to be exchangeable 10:1 into the Corporation’s common stock upon completion of the registration of the shares subject to exchange. At June 30, 2012, the Corporation did not have any dilutive securities and other contracts that could, potentially, be exercised and converted into common stock and then share in the earnings of the Corporation. For the three months ended June 30, 2013, the 126,233 shares attributable to the warrants of Former SAE which were convertible into its common stock as a result of the Merger were excluded from the computation of diluted net loss per share as their effect would be anti-dilutive. For six months ended June 30, 2013, weighted average shares outstanding –diluted is computed by adding 130,644 shares to weighted average shares outstanding –basic to give effect to the dilution attributable to the warrants of Former SAE which were convertible into its common stock as a result of the Merger. Because the Former SAE warrants were issued in November 2012, there was no impact on weighted average shares outstanding –diluted for the three and six months ended June 30, 2012. | |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended | |||||||||
Jun. 30, 2013 | ||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||
PROPERTY AND EQUIPMENT | ' | |||||||||
NOTE 5 — PROPERTY AND EQUIPMENT | ||||||||||
Property and equipment is comprised of the following at June 30, 2013 and December 31, 2012: | ||||||||||
Estimated Useful Life | 2013 | 2012 | ||||||||
Field operating equipment | 3 – 10 years | $ | 81,944 | $ | 82,798 | |||||
Vehicles | 3 – 5 years | 3,593 | 2,408 | |||||||
Leasehold improvements | 2 – 5 years | 459 | 473 | |||||||
Software | 3 – 5 years | 998 | 1,063 | |||||||
Computer equipment | 3 – 5 years | 4,280 | 4,080 | |||||||
Office equipment | 3 – 5 years | 830 | 864 | |||||||
92,104 | 91,686 | |||||||||
Less: Accumulated depreciation and amortization | -28,134 | -21,230 | ||||||||
Total | $ | 63,970 | $ | 70,456 | ||||||
The Corporation reviews the useful life and residual values of property and equipment on an ongoing basis considering the effect of events or changes in circumstances. | ||||||||||
Total depreciation and amortization expense for the three months ended June 30, 2013 and 2012 was $3,683 and $2,973, respectively, of which $3,426 and $2,824, respectively, was recorded in direct operating expenses and $257 and $149, respectively, was recorded in depreciation and amortization. For the six months ended June 30, 2013 and 2012, total depreciation and amortization expense was $7,458 and $5,756, respectively, of which $6,936 and $5,468, respectively, was recorded in direct operating expenses and $522 and $288, respectively, was recorded in depreciation and amortization. | ||||||||||
NOTES_PAYABLE
NOTES PAYABLE | 6 Months Ended | |||||||
Jun. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
NOTES PAYABLE | ' | |||||||
NOTE 6 — NOTES PAYABLE | ||||||||
On November 28, 2012, Former SAE entered into a four year term Credit Agreement for $80 million (as amended, the “2012 Credit Agreement”). The Corporation joined the 2012 Credit Agreement, in the same capacity as Former SAE, in connection with the consummation of the Merger, and Merger Sub, as the surviving entity in the Merger, succeeded to the obligations of Former SAE. The 2012 Credit Agreement has requirements for principal payments of $200 per quarter until the note is due. The interest rate on borrowings under the 2012 Credit Agreement is 13.5%. The Corporation may elect to pay up to 2.5% of the interest as a payment in kind (“PIK”); the PIK amount of interest is added to the balance of the note. For the three and six months ended June 30, 2013 the Corporation elected to use the PIK and $507 and $995, respectively, was expensed to interest and added to the balance of the note. At the time Former SAE entered into Amendment No. 2 on June 24, 2013, Former SAE and the Borrowers under the 2012 Credit Agreement received a commitment to fund, at Former SAE’s election and subject to the satisfaction of customary closing conditions, the full $20 million of the additional loans available to the borrowers under the 2012 Credit Agreement. During the second quarter, the Corporation incurred $1.5 million of financing costs that were deferred and capitalized as deferred financing costs and are being amortized into interest expense under the effective interest method. The Corporation also incurred $1.0 million in third-party fees relating to financing that were expensed in the second quarter of 2013. | ||||||||
At June 30, 2013, the Corporation was in compliance with the covenants of the 2012 Credit Agreement. | ||||||||
A credit agreement with CLCH, a company controlled by Jeff Hastings, the Corporation’s Executive Chairman, was entered into by Former SAE on January 1, 2009 for a maximum credit line of $3,000 which carried an annual interest rate of 8.5% and was due on demand. As of December 31, 2012, the outstanding balance was $53. The credit line has been closed and the balance of this loan was paid off in February 2013. | ||||||||
The Corporation issued a promissory note to CLCH, as a representative of the Former SAE stockholders, at the Closing on June 24, 2013, as Merger consideration to the Former SAE stockholders with a stated amount of $17,500 and a fair value of $11,775. The note is unsecured, is subordinate to the borrowings outstanding under the 2012 Credit Agreement, carries an annual interest rate of 10%, with interest payments subject to certain restrictions under the 2012 Credit Agreement, and is due and payable in full on June 24, 2023. As of June 30, 2013, the outstanding balance was $11,775, its fair value as of the Merger date, and will be accreted to the principal balance over the life of the note through interest expense. | ||||||||
The Corporation owes notes to related parties at a stated value of $500 which are convertible into 1,000,000 warrants with exercise price of $12. | ||||||||
Notes payable at June 30, 2013 and December 31, 2012 consist of the following: | ||||||||
2013 | 2012 | |||||||
Amount outstanding under 2012 Credit Agreement | $ | 80,495 | $ | 79,900 | ||||
Unamortized loan discount | -529 | -607 | ||||||
Net loan | 79,966 | 79,293 | ||||||
Less current maturities of notes payable | -800 | -800 | ||||||
Long term portion of notes payable | 79,166 | 78,493 | ||||||
Notes payable to Former SAE stockholders - related parties – long-term portion | 11,775 | — | ||||||
Notes payables to related parties - current portion | — | 53 | ||||||
Notes payable to Former Trio stockholders – current portion | 500 | — | ||||||
Total notes payable to related parties | 12,275 | 53 | ||||||
Total notes payable | $ | 91,441 | $ | 78,546 | ||||
INCOME_TAXES_RESTATED
INCOME TAXES - RESTATED | 6 Months Ended | ||||||||||||||||
Jun. 30, 2013 | |||||||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||||||
INCOME TAXES - RESTATED | ' | ||||||||||||||||
NOTE 7 — INCOME TAXES - RESTATED | |||||||||||||||||
Income before income taxes attributable to U.S. (including its foreign branches) and foreign operations, tax provision, and effective tax rate for the three and six months ended June 30, 2013 and 2012 are as follows: | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(as restated) | (as restated) | ||||||||||||||||
Pre-tax (loss) income - U.S. | $ | -3,012 | $ | 7,942 | $ | -3,428 | $ | 8,829 | |||||||||
Pre-tax (loss) income - Foreign | 110 | -2,386 | 8,753 | 5,914 | |||||||||||||
Total | $ | -2,902 | $ | 5,556 | $ | 5,325 | $ | 14,743 | |||||||||
Tax (benefit) provision | $ | -1,583 | $ | 483 | $ | 782 | $ | 1,917 | |||||||||
Effective tax rate | 55 | % | 9 | % | 15 | % | 13 | % | |||||||||
The Corporation’s income tax provision decreased $2.1 million and $1.1 million for the three and six months ended June 30, 2013, respectively, compared to the three and six months ended June 30, 2012, respectively, primarily as a result of pre-tax losses in the U.S. and the recognition of increased foreign tax credits as deferred tax assets. The pre-tax losses in the U.S. increased primarily due to increased interest incurred in the three and six months ended June 30, 2013, related to the 2012 Credit Agreement. | |||||||||||||||||
FORMER_SAE_CONVERTIBLE_PREFERR
FORMER SAE CONVERTIBLE PREFERRED STOCK | 6 Months Ended | |||||||
Jun. 30, 2013 | ||||||||
Convertible Preferred Stock [Abstract] | ' | |||||||
FORMER SAE CONVERTIBLE PREFERRED STOCK | ' | |||||||
NOTE 8 — FORMER SAE CONVERTIBLE PREFERRED STOCK | ||||||||
As the Corporation had already met its distribution limit to stockholders under the Credit Agreement upon consummation of the Merger, approximately $1.1 million remain in accrued liabilities related to preferred stock dividends as of June 30, 2013. The following table represents the accrued, paid and unpaid dividends included in accrued liabilities for Former SAE preferred shares, which were retired as a result of the Merger on June 24, 2013, as of the dates set forth below: | ||||||||
2013 | 2012 | |||||||
31-Dec | $ | 894 | $ | 537 | ||||
Accrual | 131 | 131 | ||||||
Payment | -42 | -14 | ||||||
31-Mar | $ | 983 | $ | 654 | ||||
Accrual | 131 | 131 | ||||||
Special dividend | 5,000 | — | ||||||
Payment | -5,042 | -56 | ||||||
30-Jun | $ | 1,072 | $ | 729 | ||||
STOCKHOLDERS_EQUITY_RESTATED
STOCKHOLDERS' EQUITY - RESTATED | 6 Months Ended |
Jun. 30, 2013 | |
Stockholders' Equity Note [Abstract] | ' |
STOCKHOLDERS’ EQUITY | ' |
NOTE 9 — STOCKHOLDERS’ EQUITY - RESTATED | |
Share-based compensation was expensed and additional paid-in capital increased by $1,100 in 2013 as a result of the restricted stock grants made by Former SAE in 2012, which restricted stock vested in full in 2013 immediately prior to the Merger. Other than the issuance of 6,448,443 shares by the Corporation in the Merger, discussed in Note 3, including the issuance of 628,016 shares to the holders of the Former SAE restricted stock that vested as described, there were no other significant equity transactions. | |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2013 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
NOTE 10 — RELATED PARTY TRANSACTIONS | |
From time to time, the Corporation enters into transactions in the normal course of business with related parties. | |
In February 2013, the Corporation repaid its loan from CLCH in the amount of $53. The Corporation acquired assets in the amount of $1,000, for the three months ended March 31, 2013 from Encompass and Seismic Management, LLP. Brian A. Beatty, the Corporation’s President and CEO, together with his wife, owns a controlling interest in Encompass and owns all of the outstanding partnership interests in Seismic Management. | |
Also see Note 6 for discussion of the Corporation’s note with Former SAE stockholders and notes with related parties. | |
EMPLOYEE_BENEFITS
EMPLOYEE BENEFITS | 6 Months Ended |
Jun. 30, 2013 | |
Postemployment Benefits [Abstract] | ' |
EMPLOYEE BENEFITS | ' |
NOTE 11 — EMPLOYEE BENEFITS | |
The Corporation offers a Retirement Registered Saving Plan, for all eligible employees. The Corporation matches each employee’s contributions up to a maximum of 10% of the employee’s base salary or until the Canada Revenue Agency annual limit is reached. For the three and six months ended June 30, 2013 and 2012, respectively, the Corporation expensed matching contributions totaling of $102 and $207, respectively, and $90 and $183, respectively. | |
On June 21, 2013 the stockholders approved the Corporation’s 2013 Long-Term Incentive Compensation Plan for the benefit of certain employees performing services for the Corporation. The plan reserves up to 792,513 shares of the Corporation’s common stock for issuance in accordance with the plan’s terms including a maximum of up to 396,256 shares that may be issued pursuant to awards of restricted stock. As of June 30, 2013, no shares have been issued under the plan. | |
GEOGRAPHIC_AND_RELATED_INFORMA
GEOGRAPHIC AND RELATED INFORMATION | 6 Months Ended | |||||||||||||||||||
Jun. 30, 2013 | ||||||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||||||
GEOGRAPHIC AND RELATED INFORMATION | ' | |||||||||||||||||||
NOTE 12 — GEOGRAPHIC AND RELATED INFORMATION | ||||||||||||||||||||
The following table sets forth revenues and identifiable assets by region based on the location of the service provided: | ||||||||||||||||||||
Revenues | Identifiable Assets | |||||||||||||||||||
(In Thousands) | (In Thousands) | |||||||||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | As of June 30, | As of December 31, | |||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |||||||||||||||
North America | $ | 12,078 | $ | 37,943 | $ | 53,389 | $ | 76,074 | $ | 59,397 | $ | 68,485 | ||||||||
South America | 23,668 | 33,220 | 55,227 | 55,842 | 6,502 | 6,316 | ||||||||||||||
Southeast Asia | 6,634 | 3,230 | 18,530 | 4,264 | 1,818 | 1,963 | ||||||||||||||
Total | $ | 42,380 | $ | 74,393 | $ | 127,146 | $ | 136,180 | $ | 67,717 | $ | 76,764 | ||||||||
For the quarter ended June 30, 2013, there were two customers individually that exceeded 10% of the revenues which aggregated 60% of the Corporation’s quarterly revenues. Customer D revenue was $20.4 million and customer H revenue was $5 million. For the six months ended June 30, 2013 there were three customers individually that exceeded 10% of the revenues, which aggregated 64% of the Corporation’s quarterly revenues. Customer D revenue was $51.9 million, customer L revenue was $15.1 million, and customer M revenue was $14.2 million. | ||||||||||||||||||||
For the quarter ended June 30, 2012, there were three customers individually that exceeded 10% of the revenue which aggregated 68% of the Corporation’s quarterly revenue. Customer H revenue was $32.0 million, customer K revenue was $10.0 million, and customer J revenue was $8.7 million. For the six months ended June 30, 2012 there were three customers individually that exceeded 10% of the revenue which aggregated 61% of the Corporation’s quarterly revenue. Customer H revenue was $46.7 million, customer J revenue was $21.8 million and customer K revenue was $14.7 million. | ||||||||||||||||||||
FINANCIAL_INSTRUMENTS
FINANCIAL INSTRUMENTS | 6 Months Ended | |||||||||||||
Jun. 30, 2013 | ||||||||||||||
Investments, All Other Investments [Abstract] | ' | |||||||||||||
FINANCIAL INSTRUMENTS | ' | |||||||||||||
NOTE 13 — FINANCIAL INSTRUMENTS | ||||||||||||||
The following table presents the carrying amount and estimated fair value of our estimated fair value of our financial instruments recognized at fair value on a recurring basis. | ||||||||||||||
Fair Value | ||||||||||||||
Carrying | Quoted Prices in | Significant Other | Significant | |||||||||||
Amount | Active Markets | Observable Inputs | Unobservable | |||||||||||
(Level 1) | (Level 2) | Inputs (Level 3) | ||||||||||||
Note payable to Former SAE stockholders as of June 30, 2013 | $ | 11,775 | — | — | $ | 11,775 | ||||||||
Warrant liabilities as of December 31, 2012 | $ | 1,244 | — | — | $ | 1,244 | ||||||||
The Corporation records its 2012 Credit Agreement at a carrying amount of $79,966 and $79,293, respectively, and estimated its fair value to be $80,495 and $79,900, respectively, as of June 30, 2013 and December 31, 2012, respectively. The Corporation records certain notes payable at a carrying amount of $500 and estimated their fair value to be $966 as of June 30, 2013. | ||||||||||||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2013 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 14 — SUBSEQUENT EVENTS | |
Effective November 1, 2013, the Corporation amended the convertible promissory notes payable to Eric S. Rosenfeld and David D. Sgro, who are directors and founding stockholders of the Corporation, with aggregate principal amounts of $300,000 and $200,000, respectively (the “Convertible Notes”), to extend the maturity date to December 31, 2013. The principal balance of the Convertible Notes was convertible, at the holder’s option, to warrants at a price of $0.50 per warrant, for up to an aggregate of 1,000,000 warrants (the “Convertible Debt Warrants”). Each Convertible Debt Warrant was exercisable for one share of the Corporation’scommon stock at a cash exercise price of $12.00, or on a “cashless basis” at the holder’s option, and expired on June 24, 2016. On January 8, 2014, Messers. Rosenfeld and Sgro elected to convert the Convertible Notes into Convertible Debt Warrants to purchase an aggregate of 600,000 and 400,000 shares, respectively, of the Corporation’s common stock. . The conversion of the Convertible Notes constitutes an equity compensation arrangement for Messrs. Rosenfeld and Sgro. Messrs. Rosenfeld and Sgro each exchanged the Convertible Debt Warrants for common stock, at a ratio of ten warrants for one share, in the Warrant Exchange described below. | |
On October 31, 2013, the Corporation entered into an Amendment No. 3 to Credit Agreement to lower the total capital expenditure limits for 2013 and 2014 from $47.5 million and $30.0 million, respectively, to $18.0 million, relax certain other financial covenants, and obtain certain limited waivers. These limited waivers related to the failure to comply with the financial covenants for the quarter ended September 30, 2013, the existence of the Convertible Notes issued to Eric S. Rosenfeld and David D. Sgro, any failure to obtain the Administrative Agent’s approval of certain agreements concerning the Corporation’s securities, and the restatement of certain of the Corporation’s prior financial statements. | |
In addition, the Amendment No. 3 provided for certain restrictions until the date the Corporation’s financial statements for the third quarter of 2014 are delivered to the Administrative Agent including disallowance of the sale of the Corporation’s securities by certain Former SAE stockholders, limiting the payment of interest under the Corporation’s $17.5 million subordinated notes issued in connection with the Merger issued to the stockholders of Former SAE, and restricting the dividends that may be paid by the Corporation’s direct and indirect subsidiaries to their respective stockholders. In addition, Amendment No. 3 eliminated the conditional amendments included in the Amendment No. 2 and Consent to Credit Agreement dated as of June 24, 2013, which were conditioned upon the Corporation borrowing an additional $20 million under the Credit Agreement. | |
On October 31, 2013, in connection with the execution of Amendment No. 3 to the 2012 Credit Agreement, CLCH, Seismic Management Holdings Inc. and Brent Whiteley, entered into a waiver agreement with the Corporation, pursuant to which they agreed to allow the withholding of the interest payments payable to them in respect of their individual interests as stockholders of Former SAE under the $17.5 million note issued in connection with the Merger, until such payments are permitted to be made under the 2012 Credit Agreement, which is expected to be in the fourth quarter of 2014. The Corporation expects to accrue $644,778 of such interest payments for the fourth quarter of 2013 and to accrue an additional $644,778 during each of the first three quarters of 2014. | |
On November 1, 2013, the Corporation’s non-employee director share incentive plan (the “2013 Non-Employee Director Plan”) became effective, which provides for discretionary grants of stock awards to the Corporation’s independent non-employee directors, as determined by the Corporation’s board of directors from time to time. The awards may take the form of unrestricted or restricted shares of the Corporation’s common stock or options to purchase shares of the Corporation’s common stock. The Corporation has reserved 400,000 shares of common stock for issuance under the 2013 Non-Employee Director Plan and on December 6, 2013, effective as of November 1, 2013, issued an aggregate of 26,072 shares under the plan. | |
On January 7, 2014, the Corporation commenced an offer to exchange warrants to purchase 15.0 million shares of its common stock for up to 1.5 million shares of its common stock (the “Warrant Exchange”). Each warrant holder had the opportunity to receive one share of the Corporation’s common stock in exchange for every ten outstanding warrants tendered by the holder and exchanged pursuant to the Warrant Exchange. In lieu of issuing fractional shares of common stock, the Corporation paid cash to each holder of warrants who would otherwise have been entitled to receive fractional shares, after aggregating all such fractional shares of such holder, in an amount equal to such fractional part of a share multiplied by the last sale price of a share of the Corporation’s common stock on the Nasdaq Global Market on February 7, 2014. | |
The Warrant Exchange offer period expired on February 7, 2014 and a total of 14,418,193 warrants were tendered and accepted for exchange. On February 14, 2014, the Corporation issued 1,441,813 shares and paid $52 cash in lieu of fractional shares in exchange for such tendered warrants. | |
On March 7, 2014, the holders of the common shares issued by 1623739 Alberta Ltd., a wholly-owned Canadian subsidiary of the Corporation, elected to exchange those shares for their allocable portion of the consideration issued to the Former SAE stockholders in the Merger, which included 254,558 shares of the Canadian subsidiary of the Corporation’s common stock that were released from the Merger Consideration Escrow. The exchanged shares in 1623739 Alberta Ltd. are no longer outstanding. | |
BASIS_OF_PRESENTATION_AND_SIGN1
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Presentation as a result of the Merger | ' |
Presentation as a result of the Merger | |
The Corporation was incorporated in February 2011 in Delaware and was in the development stage through June 24, 2013. The period from June 24, 2013 to June 30, 2013 is the first period during which the Corporation is considered an operating company and is no longer in the development stage. From a legal perspective, Former SAE was merged into a subsidiary of the Corporation, Merger Sub, with Merger Sub surviving. From an accounting perspective, however, the Merger was treated as a reverse acquisition in which Former SAE was the accounting acquirer according to the provisions of the accounting principles generally accepted in the United States of America (“U.S. GAAP”), including but not limited to the fact that the stockholders of Former SAE were determined to have control after consummation of the Merger. The operating results and cash flows are presented as a continuation of Former SAE’s financial statements and the assets and liabilities are presented at Former SAE’s carrying value. The equity structure, however, reflects the Corporation’s equity structure. The retained earnings and other equity balances are presented at Former SAE’s carrying value. Stockholders’ equity has been retroactively restated to reflect the number of shares of common stock received by the holders of Former SAE of the Corporation’s common stock, with the offset to additional paid in capital. | |
Principles of consolidation | ' |
Principles of Consolidation | |
The accompanying (a) balance sheet as of December 31, 2012, which has been derived from audited financial statements, and (b) unaudited condensed consolidated financial statements of the Corporation have been prepared in accordance with U.S. GAAP for interim financial information and are presented pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain financial information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the Corporation’s and Former SAE’s audited consolidated financial statements and the notes thereto for the fiscal year ended December 31, 2012. These audited financial statements can be found within the definitive proxy statement/information statement filed by the Corporation with the Securities and Exchange Commission on May 31, 2013. These unaudited condensed consolidated financial statements should also be read in conjunction with Former SAE’s unaudited restated condensed consolidated financial statements and the notes thereto for the quarter ended March 31, 2013. These unaudited restated condensed consolidated financial statements can be found within the Form 8-K/A (Amendment No. 2) filed by the Corporation with the Securities and Exchange Commission on August 27, 2013. In the opinion of management, the unaudited condensed financial statements included herein contain all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the Corporation’s financial position as of June 30, 2013 and December 31, 2012 and the results of operations for the three and six months periods ended June 30, 2013 and 2012 and cash flows for the six months ended June 30, 2013 and 2012. The results of operations for interim periods are not necessarily indicative of the results expected for the full year. | |
Accounts Receivable and Allowance for Doubtful Accounts | ' |
Accounts Receivable and Allowance for Doubtful Accounts | |
Accounts receivable are uncollateralized obligations recorded at the invoiced amount and do not bear interest. Amounts collected on accounts receivable are included in net cash provided by operating activities in the consolidated statements of cash flows. The cyclical nature of the Corporation’s industry may affect the Corporation’s customers’ operating performance and cash flows, which could impact the Corporation’s ability to collect on these obligations. | |
Additionally, some of the Corporation’s customers are located in certain international areas that are inherently subject to economic, political and civil risks, which may impact the Corporation’s ability to collect receivables. | |
The Corporation maintains an allowance for doubtful accounts for estimated losses in its accounts receivable portfolio. It utilizes the specific identification method for establishing and maintaining the allowance for doubtful accounts. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. As of June 30, 2013, no allowance for doubtful accounts and no bad debt expense were recorded for the reporting periods. | |
Revenue Recognition | ' |
Revenue Recognition | |
The Corporation’s services are provided under master service agreements with its customers that set forth certain obligations of the Corporation and its customers. A supplemental agreement setting forth the terms of a specific project, which may be cancelled by either party on short notice, is entered into for every data acquisition project. Customer contracts for services vary in terms and conditions. Contracts are either “turnkey” (fixed price) agreements that provide for a fixed fee per unit of measure to be paid to the Corporation, or “term” (variable price) agreements that provide for a fixed hourly, daily or monthly fee during the term of the project. Under turnkey agreements, the Corporation recognizes revenue based upon output measures as work is performed. This method requires that the Corporation recognize revenue based upon quantifiable measures of progress, such as square or linear kilometers surveyed or each unit of data recorded. Expenses associated with each unit of measure are immediately recognized. If it is determined that a contract will have a loss, the entire amount of the loss associated with the contract is immediately recognized. Revenue under a “term” contract is billed as the applicable rate is earned under the terms of the agreement. With respect to those contracts where the customer pays separately for the mobilization of equipment, the Corporation recognizes such mobilization fees as revenue during the performance of the seismic data acquisition, using the same performance method as for the seismic work. To the extent costs have been incurred in relation to the Corporation’s service contracts where the revenue is not yet earned those costs are capitalized and deferred within deferred costs on contracts until the revenue is earned, at which time it is expensed. The Corporation invoices customers for certain out-of-pocket expenses under the terms of the contracts. Amounts billed to customers are recorded in revenue at the gross amount including out-of-pocket expenses. The Corporation also utilizes subcontractors to perform certain services to facilitate the completion of customer contracts. The Corporation bills its customers for the cost of these subcontractors plus an administrative fee. The Corporation records amounts billed to its customers related to subcontractors at the gross amount and records the related cost of subcontractors as cost of sales. | |
Deferred Revenue | ' |
Deferred Revenue | |
Deferred revenue primarily represents amounts billed or payments received for services in advance of the services to be rendered over a future period or advanced payments from customers related to equipment leasing. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
The Corporation considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. As of June 30, 2013 and December 31, 2012, the balances of cash in subsidiaries outside of the United States totaled $8,652 and $7,473, respectively. | |
Restricted Cash | ' |
Restricted Cash | |
Restricted cash consists primarily of cash collateral for performance guarantees, letters of credit and custom bonds. As of June 30, 2013 and December 31, 2012 restricted cash was $298 and $3,701, respectively, principally as a result of one performance bond in one country outside of the United States. | |
Foreign Exchange Gains and Losses | ' |
Foreign Exchange Gains and Losses | |
The unrealized foreign currency exchange gain (loss) included in accumulated other comprehensive income was ($1,587) and $1,989 for the three months ended June 30, 2013 and 2012, respectively. | |
The unrealized foreign currency exchange gain (loss) included in accumulated other comprehensive income was ($2,290) and $875 for the six months ended June 30, 2013 and 2012, respectively. | |
Commitments and Contingencies | ' |
Commitments and Contingencies | |
The Former SAE common stockholders, as a result of the Merger, have the right to receive up to 992,108 additional shares (which includes 44 shares that may be issued in lieu of fractional shares) of the Corporation’s common stock after the Closing based on the achievement of specified earnings targets by the Corporation for the 2013 and the 2014 fiscal years. | |
Since the contingent consideration is considered to be equity it did not impact the net assets recorded by the Corporation (see Note 3). | |
Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources, are recorded when it is probable that a liability has been incurred and the amount of the assessment and remediation can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. | |
In the ordinary course of business, the Corporation can be involved in legal proceedings involving contractual and employment relationships, liability claims, and a variety of other matters. As of June 30, 2013 and December 31, 2012, the Corporation did not have any legal proceedings that it expects would have a material impact on its financial position or results of operations. | |
Fair Value Measurements | ' |
Fair Value Measurements | |
The Corporation’s financial assets and liabilities measured at fair value as of June 30, 2013 and December 31, 2012 are notes payable and warrants. The fair value of the notes payable and warrants are based on Level 3 inputs based on an income and market approach. As of June 30, 2013 and December 31, 2012, some of the Corporation’s notes payable are recorded at historical cost net of applicable discounts, some are recorded at fair value, and the Corporations warrants are recorded at fair value. | |
The change in goodwill is the result of currency translation and not a change in fair value. | |
Off-Balance Sheet Arrangements | ' |
Off-Balance Sheet Arrangements | |
The Corporation’s policies regarding off-balance sheet arrangements as of and for the six months ended June 30, 2013 are consistent with those in place during, as of and for the year ended December 31, 2012. The Corporation did not have any off-balance sheet arrangements as of June 30, 2013 or December 31, 2012. | |
Net Income (Loss) Per Share | ' |
Net Income Per Share | |
The Corporation complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Prior to the Merger on June 24, 2013, the Corporation had not considered the effect of warrants to purchase 14,000,000 shares of common stock or 1,000,000 warrants issuable upon conversion of notes payable to two of its stockholders in the calculation of diluted loss per share, since the exercise of the warrants were then contingent upon the occurrence of future events. The warrants are considered antidilutive based on their exercise terms and are expected to be exchangeable 10:1 into the Corporation’s common stock upon completion of the registration of the shares subject to exchange. At June 30, 2012, the Corporation did not have any dilutive securities and other contracts that could, potentially, be exercised and converted into common stock and then share in the earnings of the Corporation. For the three months ended June 30, 2013, the 126,233 shares attributable to the warrants of Former SAE which were convertible into its common stock as a result of the Merger were excluded from the computation of diluted net loss per share as their effect would be anti-dilutive. For six months ended June 30, 2013, weighted average shares outstanding –diluted is computed by adding 130,644 shares to weighted average shares outstanding –basic to give effect to the dilution attributable to the warrants of Former SAE which were convertible into its common stock as a result of the Merger. Because the Former SAE warrants were issued in November 2012, there was no impact on weighted average shares outstanding –diluted for the three and six months ended June 30, 2012. | |
RESTATEMENT_Tables
RESTATEMENT (Tables) | 6 Months Ended | |||||||||||||||||||
Jun. 30, 2013 | ||||||||||||||||||||
Accounting Changes and Error Corrections [Abstract] | ' | |||||||||||||||||||
Effects of Restatement on the Corporation’s Financial Statements | ' | |||||||||||||||||||
The effects of the restatement on the Corporation’s financial statements as of and for the three and six months ended June 30, 2013 are summarized in the table. below. | ||||||||||||||||||||
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
As of June 30, 2013 | ||||||||||||||||||||
As Previously | As | |||||||||||||||||||
Reported | Adjustment | Restated | ||||||||||||||||||
Deferred costs on contracts | $ | 2,158 | $ | -554 | $ | 1,604 | ||||||||||||||
Total current assets | $ | 77,234 | $ | -554 | $ | 76,680 | ||||||||||||||
Total assets | $ | 156,395 | $ | -554 | $ | 155,841 | ||||||||||||||
Income and other taxes payable | $ | 883 | $ | -466 | $ | 417 | ||||||||||||||
Total current liabilities | $ | 26,883 | $ | -466 | $ | 26,417 | ||||||||||||||
Total liabilities | $ | 119,871 | $ | -466 | $ | 119,405 | ||||||||||||||
Additional paid-in capital | $ | 26,301 | $ | 986 | $ | 27,287 | ||||||||||||||
Retained earnings | $ | 12,155 | $ | -1,074 | $ | 11,081 | ||||||||||||||
Total stockholders’ equity | $ | 36,524 | $ | -88 | $ | 36,436 | ||||||||||||||
Total liabilities and stockholders’ equity | $ | 156,395 | $ | -554 | $ | 155,841 | ||||||||||||||
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Three Months | Six Months Ended | |||||||||||||||||||
Ended June 30, 2013 | June 30, 2013 | |||||||||||||||||||
As Previously | As | As Previously | As | |||||||||||||||||
Reported | Adjustment | Restated | Reported | Adjustment | Restated | |||||||||||||||
Direct operating expenses | $ | 32,142 | $ | 554 | $ | 32,696 | $ | 96,910 | $ | 554 | $ | 97,464 | ||||||||
Gross profit | $ | 10,238 | $ | -554 | $ | 9,684 | $ | 30,236 | $ | -554 | $ | 29,682 | ||||||||
Selling, general and administrative expenses | $ | 5,141 | $ | 986 | $ | 6,127 | $ | 12,607 | $ | 986 | $ | 13,593 | ||||||||
Income from operations | $ | 4,215 | $ | -1,540 | $ | 2,675 | $ | 16,421 | $ | -1,540 | $ | 14,881 | ||||||||
(Loss) income before income taxes | $ | -1,362 | $ | -1,540 | $ | -2,902 | $ | 6,865 | $ | -1,540 | $ | 5,325 | ||||||||
(Benefit) provision for income taxes | $ | -1,117 | $ | -466 | $ | -1,583 | $ | 1,248 | $ | -466 | $ | 782 | ||||||||
Net (loss) income | $ | -245 | $ | -1,074 | $ | -1,319 | $ | 5,617 | $ | -1,074 | $ | 4,543 | ||||||||
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||||||
June 30, 2013 | June 30, 2013 | |||||||||||||||||||
As Previously | As | As Previously | As | |||||||||||||||||
Reported | Adjustment | Restated | Reported | Adjustment | Restated | |||||||||||||||
Net (loss) income | $ | -245 | $ | -1,074 | $ | -1,319 | $ | 5,617 | $ | -1,074 | $ | 4,543 | ||||||||
Total other comprehensive (loss) income | $ | -1,832 | $ | -1,074 | $ | -2,906 | $ | 3,327 | $ | -1,074 | $ | 2,253 | ||||||||
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Six Months Ended | ||||||||||||||||||||
June 30, 2013 | ||||||||||||||||||||
As Previously | As | |||||||||||||||||||
Reported | Adjustment | Restated | ||||||||||||||||||
Net (loss) income | $ | 5,617 | $ | -1,074 | $ | 4,543 | ||||||||||||||
Changes in operating assets and liabilities, net of effects of acquisition: | ||||||||||||||||||||
Share-based compensation | $ | 114 | $ | 986 | $ | 1,100 | ||||||||||||||
Deferred costs on contracts | $ | 3,753 | $ | 554 | $ | 4,307 | ||||||||||||||
Income and other taxes payable | $ | -5,013 | $ | -466 | $ | -5,479 | ||||||||||||||
COMPLETED_MERGER_Tables
COMPLETED MERGER (Tables) | 6 Months Ended | ||
Jun. 30, 2013 | |||
Business Combinations [Abstract] | ' | ||
Schedule of Merger on the Corporation’s Assets, Liabilities, and Capital Structure | ' | ||
The following table summarizes the effects of the Merger on the Corporation’s assets, liabilities, and capital structure: | |||
Cash and cash held in trust, after conversions | $ | 47,777 | |
Payment to Former SAE common stockholders | -7,500 | ||
Net released from escrow to the Corporation after conversions | $ | 40,277 | |
Other assets and liabilities remaining in the Corporation: | |||
Other assets | 12 | ||
Note payable to Former SAE common stockholders | -11,775 | ||
Related party notes | -500 | ||
Contingent consideration | — | ||
$ | 28,014 | ||
Merger costs | -5,027 | ||
Pre-acquisition value of Former SAE warrants deemed equity under their terms | 1,293 | ||
Net increase in the Corporation's equity resulting from the Merger | $ | 24,280 | |
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended | |||||||||
Jun. 30, 2013 | ||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||
Schedule of Property, Plant and Equipment | ' | |||||||||
Property and equipment is comprised of the following at June 30, 2013 and December 31, 2012: | ||||||||||
Estimated Useful Life | 2013 | 2012 | ||||||||
Field operating equipment | 3 – 10 years | $ | 81,944 | $ | 82,798 | |||||
Vehicles | 3 – 5 years | 3,593 | 2,408 | |||||||
Leasehold improvements | 2 – 5 years | 459 | 473 | |||||||
Software | 3 – 5 years | 998 | 1,063 | |||||||
Computer equipment | 3 – 5 years | 4,280 | 4,080 | |||||||
Office equipment | 3 – 5 years | 830 | 864 | |||||||
92,104 | 91,686 | |||||||||
Less: Accumulated depreciation and amortization | -28,134 | -21,230 | ||||||||
Total | $ | 63,970 | $ | 70,456 | ||||||
NOTES_PAYABLE_Tables
NOTES PAYABLE (Tables) | 6 Months Ended | |||||||
Jun. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Notes Payable | ' | |||||||
Notes payable at June 30, 2013 and December 31, 2012 consist of the following: | ||||||||
2013 | 2012 | |||||||
Amount outstanding under 2012 Credit Agreement | $ | 80,495 | $ | 79,900 | ||||
Unamortized loan discount | -529 | -607 | ||||||
Net loan | 79,966 | 79,293 | ||||||
Less current maturities of notes payable | -800 | -800 | ||||||
Long term portion of notes payable | 79,166 | 78,493 | ||||||
Notes payable to Former SAE stockholders - related parties – long-term portion | 11,775 | — | ||||||
Notes payables to related parties - current portion | — | 53 | ||||||
Notes payable to Former Trio stockholders – current portion | 500 | — | ||||||
Total notes payable to related parties | 12,275 | 53 | ||||||
Total notes payable | $ | 91,441 | $ | 78,546 | ||||
INCOME_TAXES_RESTATED_Tables
INCOME TAXES - RESTATED (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2013 | |||||||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||||||
Schedule of Components of Income Tax Expense (Benefit) | ' | ||||||||||||||||
Income before income taxes attributable to U.S. (including its foreign branches) and foreign operations, tax provision, and effective tax rate for the three and six months ended June 30, 2013 and 2012 are as follows: | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
(as restated) | (as restated) | ||||||||||||||||
Pre-tax (loss) income - U.S. | $ | -3,012 | $ | 7,942 | $ | -3,428 | $ | 8,829 | |||||||||
Pre-tax (loss) income - Foreign | 110 | -2,386 | 8,753 | 5,914 | |||||||||||||
Total | $ | -2,902 | $ | 5,556 | $ | 5,325 | $ | 14,743 | |||||||||
Tax (benefit) provision | $ | -1,583 | $ | 483 | $ | 782 | $ | 1,917 | |||||||||
Effective tax rate | 55 | % | 9 | % | 15 | % | 13 | % | |||||||||
FORMER_SAE_CONVERTIBLE_PREFERR1
FORMER SAE CONVERTIBLE PREFERRED STOCK (Tables) | 6 Months Ended | |||||||
Jun. 30, 2013 | ||||||||
Convertible Preferred Stock [Abstract] | ' | |||||||
Schedule of Dividends Payable | ' | |||||||
The following table represents the accrued, paid and unpaid dividends included in accrued liabilities for Former SAE preferred shares, which were retired as a result of the Merger on June 24, 2013, as of the dates set forth below: | ||||||||
2013 | 2012 | |||||||
31-Dec | $ | 894 | $ | 537 | ||||
Accrual | 131 | 131 | ||||||
Payment | -42 | -14 | ||||||
31-Mar | $ | 983 | $ | 654 | ||||
Accrual | 131 | 131 | ||||||
Special dividend | 5,000 | — | ||||||
Payment | -5,042 | -56 | ||||||
30-Jun | $ | 1,072 | $ | 729 | ||||
GEOGRAPHIC_AND_RELATED_INFORMA1
GEOGRAPHIC AND RELATED INFORMATION (Tables) | 6 Months Ended | |||||||||||||||||||
Jun. 30, 2013 | ||||||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||||||
Schedule of Segment Reporting Information, by Segment | ' | |||||||||||||||||||
The following table sets forth revenues and identifiable assets by region based on the location of the service provided: | ||||||||||||||||||||
Revenues | Identifiable Assets | |||||||||||||||||||
(In Thousands) | (In Thousands) | |||||||||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | As of June 30, | As of December 31, | |||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |||||||||||||||
North America | $ | 12,078 | $ | 37,943 | $ | 53,389 | $ | 76,074 | $ | 59,397 | $ | 68,485 | ||||||||
South America | 23,668 | 33,220 | 55,227 | 55,842 | 6,502 | 6,316 | ||||||||||||||
Southeast Asia | 6,634 | 3,230 | 18,530 | 4,264 | 1,818 | 1,963 | ||||||||||||||
Total | $ | 42,380 | $ | 74,393 | $ | 127,146 | $ | 136,180 | $ | 67,717 | $ | 76,764 | ||||||||
FINANCIAL_INSTRUMENTS_Tables
FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2013 | ||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | ' | |||||||||||||
The following table presents the carrying amount and estimated fair value of our estimated fair value of our financial instruments recognized at fair value on a recurring basis. | ||||||||||||||
Fair Value | ||||||||||||||
Carrying | Quoted Prices in | Significant Other | Significant | |||||||||||
Amount | Active Markets | Observable Inputs | Unobservable | |||||||||||
(Level 1) | (Level 2) | Inputs (Level 3) | ||||||||||||
Note payable to Former SAE stockholders as of June 30, 2013 | $ | 11,775 | — | — | $ | 11,775 | ||||||||
Warrant liabilities as of December 31, 2012 | $ | 1,244 | — | — | $ | 1,244 | ||||||||
RESTATEMENT_CONSOLIDATED_BALAN
RESTATEMENT (CONSOLIDATED BALANCE SHEET) (Detail) (USD $) | Jun. 30, 2013 | Dec. 31, 2012 | Jun. 30, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
Deferred costs on contracts | $1,604 | ' | ' | ' |
Total current assets | 76,680 | 62,373 | ' | ' |
Total assets | 155,841 | 147,975 | ' | ' |
Income and other taxes payable | 417 | 5,896 | ' | ' |
Total current liabilities | 26,417 | 34,703 | ' | ' |
Total liabilities | 119,405 | 118,910 | ' | ' |
Additional paid-in capital | 27,287 | 1,907 | ' | ' |
Retained earnings | 11,081 | 21,801 | ' | ' |
Total stockholder's equity | 36,436 | 24,065 | 27,057 | 13,618 |
Total liabilities and stockholders’ equity | 155,841 | 147,975 | ' | ' |
As Previously Reported [Member] | ' | ' | ' | ' |
Deferred costs on contracts | 2,158 | ' | ' | ' |
Total current assets | 77,234 | ' | ' | ' |
Total assets | 156,395 | ' | ' | ' |
Income and other taxes payable | 883 | ' | ' | ' |
Total current liabilities | 26,883 | ' | ' | ' |
Total liabilities | 119,871 | ' | ' | ' |
Additional paid-in capital | 26,301 | ' | ' | ' |
Retained earnings | 12,155 | ' | ' | ' |
Total stockholder's equity | 36,524 | ' | ' | ' |
Total liabilities and stockholders’ equity | 156,395 | ' | ' | ' |
Adjustment [Member] | ' | ' | ' | ' |
Deferred costs on contracts | -554 | ' | ' | ' |
Total current assets | -554 | ' | ' | ' |
Total assets | -554 | ' | ' | ' |
Income and other taxes payable | -466 | ' | ' | ' |
Total current liabilities | -466 | ' | ' | ' |
Total liabilities | -466 | ' | ' | ' |
Additional paid-in capital | 986 | ' | ' | ' |
Retained earnings | -1,074 | ' | ' | ' |
Total stockholder's equity | -88 | ' | ' | ' |
Total liabilities and stockholders’ equity | ($554) | ' | ' | ' |
RESTATEMENT_CONSOLIDATED_STATE
RESTATEMENT (CONSOLIDATED STATEMENT OF INCOME) (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 |
Direct operating expenses | $32,696 | $61,416 | $97,464 | $108,327 |
Gross Profit | 9,684 | 12,977 | 29,682 | 27,853 |
Selling, general and administrative expenses | 6,127 | 6,577 | 13,593 | 12,020 |
Income from operations | 2,675 | ' | 14,881 | ' |
(Loss) income before income taxes | -2,902 | 5,556 | 5,325 | 14,743 |
(Benefit) provision for income taxes | -1,583 | 483 | 782 | 1,917 |
Net (loss) income | -1,319 | 5,073 | 4,543 | 12,826 |
As Previously Reported [Member] | ' | ' | ' | ' |
Direct operating expenses | 32,142 | ' | 96,910 | ' |
Gross Profit | 10,238 | ' | 30,236 | ' |
Selling, general and administrative expenses | 5,141 | ' | 12,607 | ' |
Income from operations | 4,215 | ' | 16,421 | ' |
(Loss) income before income taxes | -1,362 | ' | 6,865 | ' |
(Benefit) provision for income taxes | -1,117 | ' | 1,248 | ' |
Net (loss) income | -245 | ' | 5,617 | ' |
Adjustment [Member] | ' | ' | ' | ' |
Direct operating expenses | 554 | ' | 554 | ' |
Gross Profit | -554 | ' | -554 | ' |
Selling, general and administrative expenses | 986 | ' | 986 | ' |
Income from operations | -1,540 | ' | -1,540 | ' |
(Loss) income before income taxes | -1,540 | ' | -1,540 | ' |
(Benefit) provision for income taxes | -466 | ' | -466 | ' |
Net (loss) income | ($1,074) | ' | ($1,074) | ' |
RESTATEMENT_CONSOLIDATED_STATE1
RESTATEMENT (CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME) (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 |
Net (loss) income | ($1,319) | $5,073 | $4,543 | $12,826 |
Total other comprehensive (loss) income | -2,906 | 7,062 | 2,253 | 13,701 |
As Previously Reported [Member] | ' | ' | ' | ' |
Net (loss) income | -245 | ' | 5,617 | ' |
Total other comprehensive (loss) income | -1,832 | ' | 3,327 | ' |
Adjustment [Member] | ' | ' | ' | ' |
Net (loss) income | -1,074 | ' | -1,074 | ' |
Total other comprehensive (loss) income | ($1,074) | ' | ($1,074) | ' |
RESTATEMENT_CONSOLIDATED_STATE2
RESTATEMENT (CONSOLIDATED STATEMENT OF CASH FLOWS) (Detail) (USD $) | 3 Months Ended | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2012 |
Net (loss) income | ($1,319) | $4,543 | $12,826 |
Changes in operating assets and liabilities, net of effects of acquisition: | ' | ' | ' |
Share-based compensation | ' | 1,100 | 0 |
Deferred costs on contracts | ' | 4,307 | -3,862 |
Income and other taxes payable | ' | -5,479 | 3,014 |
As Previously Reported [Member] | ' | ' | ' |
Net (loss) income | -245 | 5,617 | ' |
Changes in operating assets and liabilities, net of effects of acquisition: | ' | ' | ' |
Share-based compensation | ' | 114 | ' |
Deferred costs on contracts | ' | 3,753 | ' |
Income and other taxes payable | ' | -5,013 | ' |
Adjustment [Member] | ' | ' | ' |
Net (loss) income | -1,074 | -1,074 | ' |
Changes in operating assets and liabilities, net of effects of acquisition: | ' | ' | ' |
Share-based compensation | ' | 986 | ' |
Deferred costs on contracts | ' | 554 | ' |
Income and other taxes payable | ' | ($466) | ' |
RESTATEMENT_Additional_Informa
RESTATEMENT - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 |
Direct Operating Costs | $32,696 | $61,416 | $97,464 | $108,327 |
Selling, General and Administrative Expense, Total | 6,127 | 6,577 | 13,593 | 12,020 |
Restatement Adjustment [Member] | ' | ' | ' | ' |
Direct Operating Costs | 554 | ' | 554 | ' |
Selling, General and Administrative Expense, Total | $986 | ' | $986 | ' |
COMPLETED_MERGER_Schedule_of_M
COMPLETED MERGER (Schedule of Merger on the Corporation's Assets, Liabilities, and Capital Structure) (Detail) (USD $) | Jun. 30, 2013 | Jun. 24, 2013 |
In Thousands, unless otherwise specified | ||
Business Acquisition [Line Items] | ' | ' |
Cash and cash held in trust, after conversions | $40,277 | $47,777 |
Payment to Former SAE common stockholders | ' | -7,500 |
Net released from escrow to the Corporation after conversions | ' | 40,277 |
Other assets | ' | 12 |
Note payable to Former SAE common stockholders | ' | -11,775 |
Related party notes | ' | -500 |
Contingent consideration | ' | 0 |
Assets acquired and liabilities assumed, net, total | ' | 28,014 |
Merger costs | ' | -5,027 |
Pre-acquisition value of Former SAE warrants deemed equity under their terms | ' | 1,293 |
Net increase in the Corporation's equity resulting from the Merger | ' | $24,280 |
COMPLETED_MERGER_Additional_In
COMPLETED MERGER - Additional Information (Detail) (USD $) | 0 Months Ended | 6 Months Ended | |
Jun. 24, 2013 | Jun. 30, 2013 | Dec. 31, 2012 | |
Business Acquisition [Line Items] | ' | ' | ' |
Cash | ' | $8,652,000 | $7,473,000 |
Common Stock, outstanding shares | ' | 13,402,664 | 6,321,848 |
Dividends, cash | 15,000,000 | ' | ' |
Ownership percentage | 51.50% | ' | ' |
Convertible Debt Instrument Converted Percentage | ' | 2.00% | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 47,777,000 | 40,277,000 | ' |
Noninterest Expense Transfer Agent and Custodian Fees | ' | 5,000,000 | ' |
Proceeds From Merger | ' | 35,277,000 | ' |
Noncash Merger Related Costs | ' | 5,027,000 | ' |
Debt Conversion, Converted Instrument, Warrants or Options Issued | ' | 1,000,000 | ' |
Former SAE Shareholder [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Ownership percentage | 48.50% | ' | ' |
Warrant [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Conversion of stock, shares converted | 135,144 | ' | ' |
Merger Agreement [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Shares issued in acquisition | 6,448,443 | ' | ' |
Cash | 7,500,000 | ' | ' |
Share issued | 992,108 | ' | ' |
Conversion Of Common Stock Issuance Of Shares | 100,000 | ' | ' |
Conversion of stock, shares issued | 987,634 | ' | ' |
Common Stock, outstanding shares | 13,402,664 | ' | ' |
Conversion of stock, amount converted | 61,700,000 | ' | ' |
Dividends, preferred stock, cash | 5,000,000 | ' | ' |
Dividends, common stock, cash | 10,000,000 | ' | ' |
Voating percentage | 50.50% | ' | ' |
Merger Agreement [Member] | Minimum [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Warrants exercise price | 7.5 | ' | ' |
Warrants redemption price | $12.50 | ' | ' |
Merger Agreement [Member] | Maximum [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Warrants exercise price | 12 | ' | ' |
Warrants redemption price | $15 | ' | ' |
Merger Agreement [Member] | Merger Transaction Expenses [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Conversion of stock, amount converted | 4,000,000 | ' | ' |
Merger Agreement [Member] | Merger Consideration Payable Preferred and Common Stockholders [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Conversion of stock, amount converted | 12,500,000 | ' | ' |
Merger Agreement [Member] | Outstanding Amount [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Conversion of stock, amount converted | 35,300,000 | ' | ' |
Merger Agreement [Member] | Employee Stock Option [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Conversion of stock, shares converted | 600,000 | ' | ' |
Merger Agreement [Member] | Warrant [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Conversion of stock, shares converted | 600,000 | ' | ' |
Class of Warrant or Right, Outstanding | 14,000,000 | ' | ' |
Debt Conversion, Converted Instrument, Warrants or Options Issued | 1,000,000 | ' | ' |
Warrant Expiration Date | 24-Jun-16 | ' | ' |
Merger Agreement [Member] | IPO [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Share issued | 987,634 | ' | ' |
Conversion price per share | $10.08 | ' | ' |
Share issued value | $9,960,000 | ' | ' |
Merger Agreement [Member] | Lieu of Fractional Shares [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Shares issued in acquisition | 30 | ' | ' |
Share issued | 44 | ' | ' |
BASIS_OF_PRESENTATION_AND_SIGN2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Dec. 31, 2012 |
Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' |
Cash in hand | $8,652 | ' | $8,652 | ' | $7,473 |
Restricted cash | 298 | ' | 298 | ' | 3,701 |
Foreign currency exchange gain (loss) included in accumulated other comprehensive income | -1,587 | 1,989 | -2,290 | 875 | ' |
Effect of warrants to purchase shares of common stock | ' | ' | 14,000,000 | ' | ' |
Warrants issuable upon conversion of notes payable | ' | ' | 1,000,000 | ' | ' |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | ' | ' | $992,108 | ' | ' |
Business Combination Consideration Transferred Fractional Amount Of Equity Interests Issuable | ' | ' | 44 | ' | ' |
Weighted average shares outstanding -diluted | 126,233 | ' | 130,644 | ' | ' |
PROPERTY_AND_EQUIPMENT_Propert
PROPERTY AND EQUIPMENT (Property and equipment is comprised) (Detail) (USD $) | Jun. 30, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | Equipment [Member] | Equipment [Member] | Vehicles [Member] | Vehicles [Member] | Leaseholds and Leasehold Improvements [Member] | Leaseholds and Leasehold Improvements [Member] | Software Development [Member] | Software Development [Member] | Computer Equipment [Member] | Computer Equipment [Member] | Office Equipment [Member] | Office Equipment [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | ||
Equipment [Member] | Vehicles [Member] | Leaseholds and Leasehold Improvements [Member] | Software Development [Member] | Computer Equipment [Member] | Office Equipment [Member] | Equipment [Member] | Vehicles [Member] | Leaseholds and Leasehold Improvements [Member] | Software Development [Member] | Computer Equipment [Member] | Office Equipment [Member] | |||||||||||||||
Property, Plant and Equipment | $92,104 | $91,686 | $81,944 | $82,798 | $3,593 | $2,408 | $459 | $473 | $998 | $1,063 | $4,280 | $4,080 | $830 | $864 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Less: Accumulated depreciation and amortization | -28,134 | -21,230 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total | $63,970 | $70,456 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated Useful Life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | '5 years | '5 years | '5 years | '5 years | '5 years | '3 years | '3 years | '2 years | '3 years | '3 years | '3 years |
PROPERTY_AND_EQUIPMENT_Additio
PROPERTY AND EQUIPMENT- Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 |
Depreciation and amortization | $3,683 | $2,973 | $7,458 | $5,756 |
Direct operating expenses | 3,426 | 2,824 | 6,936 | 5,468 |
Depreciation and amortization | $257 | $149 | $522 | $288 |
NOTES_PAYABLE_Schedule_of_Note
NOTES PAYABLE (Schedule of Notes Payable) (Detail) (USD $) | Jun. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Amount outstanding under 2012 Credit Agreement | $80,495 | $79,900 |
Unamortized loan discount | -529 | -607 |
Net loan | 79,966 | 79,293 |
Less current maturities of notes payable | -1,300 | -800 |
Long term portion of notes payable | 79,166 | 78,493 |
Notes payable to Former SAE stockholders - related parties - long-term portion | 11,775 | 0 |
Notes payables to related parties - current portion | 0 | 53 |
Notes payable to Former Trio stockholders - current portion | 500 | 0 |
Total notes payable to related parties | 12,275 | 53 |
Total notes payable | $91,441 | $78,546 |
NOTES_PAYABLE_Additional_Infor
NOTES PAYABLE - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Nov. 28, 2012 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Jan. 01, 2009 | Jun. 24, 2013 | Jun. 30, 2013 | Nov. 28, 2012 | Jun. 30, 2013 | Jun. 30, 2013 | Jun. 24, 2013 | |
Jeff Hastings [Member] | Jeff Hastings [Member] | Former SAE Stockholders [Member] | Former SAE Stockholders [Member] | Credit Agreement [Member] | Credit Agreement [Member] | Credit Agreement [Member] | Credit Agreement [Member] | ||||||
Schedule of Notes Payable [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, principal amount | ' | $80,495,000 | $80,495,000 | ' | $79,900,000 | ' | $3,000,000 | $11,775,000 | ' | $80,000,000 | ' | ' | ' |
Debt Instrument, Term | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal payment per quarter | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' |
Debt instrument interest rate | ' | ' | ' | ' | ' | ' | 8.50% | 10.00% | ' | 13.50% | ' | ' | ' |
Debt instrument interest rate paid-in-kind | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.50% | ' | ' | ' |
Paid-in-Kind Interest | ' | ' | 995,000 | 0 | ' | ' | ' | ' | ' | ' | 507,000 | 995,000 | ' |
Notes payable to related parties | ' | 0 | 0 | ' | 53,000 | 53,000 | ' | ' | ' | ' | ' | ' | ' |
Note payable | ' | ' | ' | ' | ' | ' | ' | ' | 11,775 | ' | ' | ' | ' |
Debt instrument maturity date | ' | ' | ' | ' | ' | ' | ' | 24-Jun-23 | ' | ' | ' | ' | ' |
Due to Related Parties, Total | ' | 500,000 | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Warrants or Options Issued | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | $12 | $12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred Finance Costs | ' | 1,500,000 | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Third Party Financing Cost | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional Loans Available to the Borrowers | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000,000 |
Long-term Debt, Gross | ' | $79,966,000 | $79,966,000 | ' | $79,293,000 | ' | ' | $17,500 | ' | ' | ' | ' | ' |
INCOME_TAXES_RESTATED_Income_b
INCOME TAXES - RESTATED (Income before income taxes attributable) (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 |
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest, Total | ($2,902) | $5,556 | $5,325 | $14,743 |
Tax (benefit) provision | -1,583 | 483 | 782 | 1,917 |
Effective tax rate | 55.00% | 9.00% | 15.00% | 13.00% |
Domestic Tax Authority [Member] | ' | ' | ' | ' |
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest, Total | -3,012 | 7,942 | -3,428 | 8,829 |
Foreign Tax Authority [Member] | ' | ' | ' | ' |
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest, Total | $110 | ($2,386) | $8,753 | $5,914 |
INCOME_TAXES_RESTATED_Addition
INCOME TAXES - RESTATED - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended |
In Millions, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2013 |
Income tax provision decreased | $2.10 | $1.10 |
FORMER_SAE_CONVERTIBLE_PREFERR2
FORMER SAE CONVERTIBLE PREFERRED STOCK (Accrued paid and unpaid dividends) (Detail) (Convertible Preferred Stock [Member], USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | Jun. 30, 2013 | Mar. 31, 2013 | Jun. 30, 2012 | Mar. 31, 2012 |
Convertible Preferred Stock [Member] | ' | ' | ' | ' |
Balance | $983 | $894 | $654 | $537 |
Accrual | 131 | 131 | 131 | 131 |
Payment | -5,042 | -42 | -56 | -14 |
Special dividend | 5,000 | ' | 0 | ' |
Balances | $1,072 | $983 | $729 | $654 |
FORMER_SAE_CONVERTIBLE_PREFERR3
FORMER SAE CONVERTIBLE PREFERRED STOCK - Additional Information (Detail) (USD $) | Jun. 30, 2013 |
In Millions, unless otherwise specified | |
Accrued Preferred Stock Dividend | $1.10 |
STOCKHOLDERS_EQUITY_RESTATED_A
STOCKHOLDERS' EQUITY - RESTATED - Additional Information (Detail) (USD $) | 6 Months Ended |
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2013 |
Class of Stock [Line Items] | ' |
Share-based compensation | $1,100 |
Former Shareholder [Member] | ' |
Class of Stock [Line Items] | ' |
Stock Issued During Period, Shares, Acquisitions | 628,016 |
Merger [Member] | ' |
Class of Stock [Line Items] | ' |
Stock Issued During Period, Shares, Acquisitions | 6,448,443 |
RELATED_PARTY_TRANSACTIONS_Add
RELATED PARTY TRANSACTIONS - Additional Information (Detail) (USD $) | 1 Months Ended |
In Thousands, unless otherwise specified | Feb. 28, 2013 |
Mr Hastings [Member] | ' |
Related Party Transaction [Line Items] | ' |
Repayments of Related Party Debt | $53 |
Encompass and Seismic Management LLP [Member] | ' |
Related Party Transaction [Line Items] | ' |
Asset acquired | $1,000 |
EMPLOYEE_BENEFITS_Additional_I
EMPLOYEE BENEFITS - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 1 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 21, 2013 |
Long-term Debt [Member] | |||||
Maximum employee’s contributions | ' | ' | 10.00% | ' | ' |
Employer contributions | $102 | $90 | $207 | $183 | ' |
Common stock share issued | ' | ' | ' | ' | 792,513 |
Restricted stock share issued | ' | ' | ' | ' | 396,256 |
GEOGRAPHIC_AND_RELATED_INFORMA2
GEOGRAPHIC AND RELATED INFORMATION (Segment Reporting Information, by Segment) (Detail) (USD $) | 3 Months Ended | 6 Months Ended | |||
In Thousands, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Dec. 31, 2012 |
Revenues | $42,380 | $74,393 | $127,146 | $136,180 | ' |
Identifiable Assets | 67,717 | ' | 67,717 | ' | 76,764 |
North America [Member] | ' | ' | ' | ' | ' |
Revenues | 12,078 | 37,943 | 53,389 | 76,074 | ' |
Identifiable Assets | 59,397 | ' | 59,397 | ' | 68,485 |
South America [Member] | ' | ' | ' | ' | ' |
Revenues | 23,668 | 33,220 | 55,227 | 55,842 | ' |
Identifiable Assets | 6,502 | ' | 6,502 | ' | 6,316 |
Southeast Asia [Member] | ' | ' | ' | ' | ' |
Revenues | 6,634 | 3,230 | 18,530 | 4,264 | ' |
Identifiable Assets | $1,818 | ' | $1,818 | ' | $1,963 |
GEOGRAPHIC_AND_RELATED_INFORMA3
GEOGRAPHIC AND RELATED INFORMATION - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Millions, unless otherwise specified | Jun. 30, 2013 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2012 |
Revenue, Major Customer [Line Items] | ' | ' | ' | ' |
Revenue percentage | 60.00% | 68.00% | 64.00% | 61.00% |
Customer D [Member] | ' | ' | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' | ' | ' |
Revenue percentage | 10.00% | ' | 10.00% | ' |
Revenues | 20.4 | ' | 51.9 | ' |
Customer H [Member] | ' | ' | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' | ' | ' |
Revenue percentage | 10.00% | ' | ' | ' |
Revenues | 5 | 32 | ' | 46.7 |
Customer L [Member] | ' | ' | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' | ' | ' |
Revenue percentage | ' | ' | 10.00% | ' |
Revenues | ' | ' | 15.1 | ' |
Customer M [Member] | ' | ' | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' | ' | ' |
Revenue percentage | ' | ' | 10.00% | ' |
Revenues | ' | ' | 14.2 | ' |
Customer J [Member] | ' | ' | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' | ' | ' |
Revenue percentage | ' | ' | ' | 10.00% |
Revenues | ' | 8.7 | ' | 21.8 |
Customer K [Member] | ' | ' | ' | ' |
Revenue, Major Customer [Line Items] | ' | ' | ' | ' |
Revenue percentage | ' | ' | ' | 10.00% |
Revenues | 10 | ' | ' | 14.7 |
FINANCIAL_INSTRUMENTS_Carrying
FINANCIAL INSTRUMENTS (Carrying amount and estimated fair value) (Detail) (USD $) | Jun. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ' | ' |
Note payable to Former SAE stockholders as of June 30, 2013 | $11,775 | $0 |
Warrant [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ' | ' |
Warrant liabilities as of December 31, 2012 | ' | 1,244 |
Fair Value, Inputs, Level 1 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ' | ' |
Note payable to Former SAE stockholders as of June 30, 2013 | 0 | ' |
Fair Value, Inputs, Level 1 [Member] | Warrant [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ' | ' |
Warrant liabilities as of December 31, 2012 | ' | 0 |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ' | ' |
Note payable to Former SAE stockholders as of June 30, 2013 | 0 | ' |
Fair Value, Inputs, Level 2 [Member] | Warrant [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ' | ' |
Warrant liabilities as of December 31, 2012 | ' | 0 |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ' | ' |
Note payable to Former SAE stockholders as of June 30, 2013 | 11,775 | ' |
Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ' | ' |
Warrant liabilities as of December 31, 2012 | ' | $1,244 |
FINANCIAL_INSTRUMENTS_Addition
FINANCIAL INSTRUMENTS - Additional information (Detail) (USD $) | Jun. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ' | ' |
Amount outstanding under Credit Agreement | $79,966 | $79,293 |
Amount outstanding under Credit Agreement at fair value | 80,495 | 79,900 |
Notes payable to Former Trio stockholders - current portion | 500 | 0 |
Notes Payable Former Stockholder Current Fair Value | $966 | ' |
SUBSEQUENT_EVENTS_Additional_I
SUBSEQUENT EVENTS - Additional Information (Detail) (USD $) | 6 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||||
Jun. 30, 2013 | Nov. 01, 2013 | Oct. 31, 2013 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Mar. 07, 2014 | Oct. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 01, 2013 | Nov. 01, 2013 | Feb. 14, 2014 | Feb. 07, 2014 | Mar. 07, 2014 | |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Alberta Limited [Member] | ||
Former SAE Stockholders [Member] | Credit Agreement [Member] | Credit Agreement [Member] | Credit Agreement [Member] | David D. Sgro [Member] | Eric S Rosenfeld [Member] | Warrant Exchange [Member] | Warrant Exchange [Member] | Subsequent Event [Member] | |||||||
Class of Warrants Or Rights Authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | ' |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' |
Class of Warrant or Right, Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,418,193 | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,441,813 | ' | ' |
Proceeds from Warrant Exercises | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $52,000 | ' | ' |
Debt Conversion, Converted Instrument, Warrants or Options Issued | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | 600,000 | ' | ' | ' |
Capital Expenditure Limit | ' | ' | ' | ' | ' | ' | ' | ' | 30,000,000 | 47,500,000 | ' | ' | ' | ' | ' |
Restriction To Pay Interest | ' | ' | ' | ' | ' | ' | ' | 17,500,000 | ' | ' | ' | ' | ' | ' | ' |
Line Of Credit Facility Additional Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | 20,000,000 | ' | ' | ' | ' | ' | ' | ' |
Interest Payable Withhold | ' | ' | ' | ' | ' | ' | ' | 17,500,000 | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Increase, Accrued Interest | ' | ' | ' | 644,778,000 | 644,778,000 | 644,778,000 | ' | 644,778,000 | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Capital Shares Reserved for Future Issuance | ' | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Notes Payable, Current | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000,000 | 300,000,000 | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | $0.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | 12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase Decrease In Capital Expenditure Limits | ' | ' | ' | ' | ' | ' | ' | $18,000,000 | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Convertible Number Of Warrants | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Issued By Subsidiary | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,623,739 |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | ' | ' | ' | ' | ' | ' | 254,558 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period Shares Non Employee Stock Ownership Plan | ' | 26,072 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |