BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2014 |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation |
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The Merger has been accounted for as a reverse acquisition. The accompanying consolidated financial statements have been retrospectively adjusted to present the financial position and results of operations of Former SAE as if the Merger had been effective as of the beginning of the earliest period presented. |
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Principles of consolidation | ' |
Principles of Consolidation |
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The accompanying (a) balance sheet as of December 31, 2013, which has been derived from audited financial statements, and (b) unaudited condensed consolidated financial statements of the Corporation and its wholly-owned subsidiaries as well as a variable interest entity in which the Corporation is the primary beneficiary as of and for quarter ended March 31, 2014, 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”). All significant intercompany balances and transactions have been eliminated upon consolidation. The consolidated financial statements of the Corporation have been prepared on the accrual basis of accounting in accordance with U.S. GAAP. Further, in accordance with U.S. GAAP for interim financial information, 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 audited consolidated financial statements and the notes thereto for the fiscal year ended December 31, 2013 filed by the Corporation with the Securities and Exchange Commission on April 3, 2014. The Corporation’s significant accounting policies as disclosed in Note 3 of the Notes to Consolidated Financial Statements in the Corporation’s 2013 Annual Report on Form 10-K are the same as used for this quarterly filing. 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 28, 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 March 31, 2014 and December 31, 2013, the results of operations for the three months periods ended March 31, 2014 and 2013 and cash flows for the three months ended March 31, 2014 and 2013. The results of operations for interim periods are not necessarily indicative of the results expected for the full year. |
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Cash and Cash Equivalents | ' |
Cash and Cash Equivalents |
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The Corporation considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Corporation has cash in banks which, at times, may exceed insured limits, established in the United States and foreign countries. The Corporation has not experienced any losses in such accounts and management believes it is not exposed to any significant credit risk on cash and cash equivalents. The Corporation conducts operations outside the United States, which exposes the Corporation to market risks from changes in exchange rates. As of March 31, 2014 and December 31, 2013, the balances of cash in subsidiaries outside of the United States totaled $10,495 and $13,962, respectively. To date, the Corporation has not declared any distributions of its foreign earnings. |
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Revenue Recognition | ' |
Revenue Recognition |
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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 output measures 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 point the costs are recognized to direct operating expenses over the life of the contract or the Corporation determines that they are not recoverable, at which time they are expensed. |
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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 direct operating expenses. |
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Sales taxes collected from customers and remitted to government authorities are accounted for on a net basis and are excluded from revenues in the consolidated statements of operations. |
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Foreign Exchange Gains and Losses | ' |
Foreign Exchange Gains and Losses |
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The unrealized foreign currency exchange gain (loss) included in accumulated other comprehensive income was $(626) and $(703) for the three months ended March 31, 2014 and 2013, respectively. |
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Commitments and Contingencies | ' |
Commitments and Contingencies |
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As a result of the Merger, the Former SAE common stockholders 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. The target was not met for the fiscal year ended December 31, 2013, so no shares were issued for 2013. However, the Former SAE common stockholders still have the right to receive up to the full 992,108 additional shares depending on the Corporation’s performance in 2014. Since the contingent consideration is considered to be equity, it did not impact the net assets recorded by the Corporation. |
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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. |
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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. Although the ultimate outcome is uncertain, as of March 31, 2014 and December 31, 2013, the Corporation did not have any legal proceedings for which the ultimate outcome is expected to have a material impact on its financial position or results of operations. |
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Goodwill and Intangible Assets | ' |
Goodwill and Intangible Assets |
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Goodwill represents the excess of costs over the fair value of the net assets acquired in the Datum Exploration Ltd. acquisition in 2011. All of the Corporation’s goodwill resides in its Canadian operations reporting unit. The change in the carrying value of goodwill in the period ended March 31, 2014 is the result of currency translation. |
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Fair Value Measurements | ' |
Fair Value Measurements |
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The Corporation’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2014 are notes payable to Former SAE stockholders. The fair values of these financial instruments at the applicable valuation dates are based on Level 3 inputs using an income and market approach. |
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Off-Balance Sheet Arrangements | ' |
Off-Balance Sheet Arrangements |
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The Corporation’s policies regarding off-balance sheet arrangements as of and for the three months ended March 31, 2014 are consistent with those in place during, as of and for the year ended December 31, 2013. The Corporation did not have any off-balance sheet arrangements as of March 31, 2014 or December 31, 2013. |
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Warrant Exchange | ' |
Warrant Exchange |
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An exchange of warrants for shares occurred on February 14, 2014. This transaction was treated as a capital transaction involving an exchange of equity with no recognition of gain or loss. |
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Net Income Per Share | ' |
Net Income Per Share |
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The Corporation follows the accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net (loss) 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 income per share, since the exercise of the warrants were then contingent upon the occurrence of future events. On February 7, 2014 a total of 14,418,193 warrants were tendered and accepted for exchange in the Corporation’s Warrant Exchange described in Note 7. On February 14, 2014, the Corporation issued 1,441,813 shares of common stock and paid a total of $.05 cash in lieu of fractional shares in exchange for such tendered warrants. Additionally, the contingent consideration associated with the Merger Agreement will not be included in the calculation of earnings per share until or if the related targets are obtained. The remaining 581,807 warrants to purchase shares of common stock have been excluded from the calculation of dilutive net income per share as the exercise price of the warrants of $12.00 was higher than the price at closing on March 31, 2014 of the common stock of $9.38. As a result of Warrant Exchange for period ended March 31, 2014 all outstanding warrants were treated as fully diluted. |
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For the period ended March 31, 2013, basic and diluted shares were based on Former SAE shares outstanding times the conversion rate of 5.81 to 1. The conversion rate was determined based on the ratio of the Former SAE shares to the Corporation’s shares as of June 24, 2013, which was the date of the Merger. The number of diluted shares was also impacted by the warrants issued by Former SAE in connection associated with the 2012 Credit Agreement, which resulted in the issuance of 135,144 shares as part of the Merger consideration. |
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