Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 18, 2015 | Jun. 30, 2014 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | SAEX | ||
Entity Common Stock, Shares Outstanding | 14,922,497 | ||
Entity Registrant Name | SAExploration Holdings, Inc. | ||
Entity Central Index Key | 1514732 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $51,236,171 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $12,322 | $17,351 |
Restricted cash | 723 | 638 |
Accounts receivable, net | 73,584 | 40,928 |
Deferred costs on contracts | 4,631 | 3,190 |
Prepaid expenses | 17,037 | 4,619 |
Deferred income tax assets | 520 | 1,371 |
Total current assets | 108,817 | 68,097 |
Property and equipment, net | 77,096 | 64,572 |
Intangible assets, net | 1,050 | 1,260 |
Goodwill | 1,977 | 2,150 |
Deferred loan issuance costs, net | 6,826 | 9,115 |
Deferred income tax assets | 8,027 | 743 |
Other assets | 0 | 13 |
Total assets | 203,793 | 145,950 |
Current liabilities: | ||
Accounts payable | 34,255 | 16,511 |
Accrued liabilities | 3,413 | 2,438 |
Income and other taxes payable | 20,261 | 7,073 |
Accrued payroll liabilities | 8,652 | 4,497 |
Accrued interest expense | 7,489 | 686 |
Equipment note payable | 1,654 | 0 |
Current portion of notes payable under 2012 credit agreement | 0 | 800 |
Current portion of notes payable to related parties | 0 | 500 |
Current portion of capital leases | 460 | 485 |
Deferred revenue | 187 | 7,927 |
Deferred income tax liabilities | 587 | 69 |
Total current liabilities | 76,958 | 40,986 |
Senior secured notes | 150,000 | 0 |
Long-term portion of notes payable under 2012 credit agreement, net | 0 | 79,888 |
Long-term portion of notes payable to related parties, at fair value | 0 | 12,406 |
Long-term portion of capital leases | 185 | 618 |
Deferred income tax liabilities | 5,731 | 1,114 |
Total liabilities | 232,874 | 135,012 |
Commitments and contingencies | 0 | 0 |
Stockholders’ equity: | ||
Preferred stock, $0.0001 par value, 1,000,000 shares authorized and no shares outstanding | 0 | 0 |
Common stock, $0.0001 par value, 55,000,000 shares authorized, and 14,922,497 and 13,428,736 issued and outstanding at December 31, 2014 and December 31, 2013, respectively | 2 | 2 |
Additional paid-in capital | 28,185 | 27,485 |
Accumulated deficit | -56,264 | -14,511 |
Accumulated other comprehensive loss | -4,362 | -2,083 |
Total stockholders’ equity (deficit) attributable to the Corporation | -32,439 | 10,893 |
Noncontrolling interest | 3,358 | 45 |
Total stockholders’ equity (deficit) | -29,081 | 10,938 |
Total liabilities and stockholders’ equity (deficit) | $203,793 | $145,950 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||
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 | 14,922,497 | 13,428,736 |
Common Stock, outstanding shares | 14,922,497 | 13,428,736 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Income Statement [Abstract] | ||
Revenue from services | $386,820 | $245,268 |
Cost of services excluding depreciation and amortization | 315,405 | 187,493 |
Depreciation and amortization included in cost of services | 15,205 | 14,843 |
Gross profit | 56,210 | 42,932 |
Selling, general and administrative expenses | 39,543 | 33,489 |
Merger costs | 0 | 1,188 |
Income from operations | 16,667 | 8,255 |
Other income (expense): | ||
Loss on early extinguishment of debt | -17,157 | 0 |
Change in fair value of note payable to related parties | -5,094 | -631 |
Interest expense, net | -16,778 | -15,256 |
Foreign exchange loss, net | -3,451 | -1,755 |
Other, net | 294 | -1,124 |
Total other expense, net | -42,186 | -18,766 |
Loss before income taxes | -25,519 | -10,511 |
Provision for income taxes | 12,876 | 10,495 |
Net loss | -38,395 | -21,006 |
Less: net income attributable to noncontrolling interest | 3,358 | 45 |
Net loss attributable to the Corporation | ($41,753) | ($21,051) |
Net loss attributable to Corporation per common share: | ||
Basic (usd per share) | ($2.84) | ($2.10) |
Diluted (usd per share) | ($2.84) | ($2.10) |
Weighted average shares: | ||
Basic (in shares) | 14,697,061 | 10,010,492 |
Diluted (in shares) | 14,697,061 | 10,010,492 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Comprehensive Income [Abstract] | ||
Net loss | ($38,395) | ($21,006) |
Foreign currency translation loss | -2,279 | -2,439 |
Total comprehensive loss | -40,674 | -23,445 |
Less: comprehensive income attributable to noncontrolling interest | 3,358 | 45 |
Comprehensive loss attributable to the Corporation | ($44,032) | ($23,490) |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (USD $) | Total | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income (Loss)- Foreign Currency Translation | Total Corporation Stockholders’ Equity (Deficit) | Non- controlling Interest |
In Thousands, except Share data | |||||||
Beginning balance at Dec. 31, 2012 | $24,065 | $1 | $1,907 | $21,801 | $356 | $24,065 | $0 |
Beginning balance (in shares) at Dec. 31, 2012 | 6,321,848 | ||||||
Dividends | -15,261 | -15,261 | -15,261 | ||||
Forfeitures of restricted stock (in shares) | -8,549 | ||||||
Warrants converted to stock as a result of the Merger | 1,293 | 1,293 | 1,293 | ||||
Warrants converted to stock as a result of the merger (in shares) | 135,144 | ||||||
Merger transaction | 28,015 | 1 | 28,014 | 28,015 | |||
Merger transaction (in shares) | 6,954,221 | ||||||
Merger costs | -5,027 | -5,027 | -5,027 | ||||
Issuance of restricted shares to non-employee directors | 200 | 200 | 200 | ||||
Issuance of restricted shares to non-employee directors (in shares) | 26,072 | ||||||
Share-based compensation | 1,098 | 1,098 | 1,098 | ||||
Foreign currency translation | -2,439 | -2,439 | -2,439 | ||||
Net income (loss) | -21,006 | -21,051 | -21,051 | 45 | |||
Ending balance at Dec. 31, 2013 | 10,938 | 2 | 27,485 | -14,511 | -2,083 | 10,893 | 45 |
Ending balance (in shares) at Dec. 31, 2013 | 13,428,736 | ||||||
Warrant exchange for common shares (in shares) | 1,441,813 | ||||||
Merger costs | 0 | ||||||
Issuance of restricted shares to non-employee directors | 200 | 200 | 200 | ||||
Issuance of restricted shares to non-employee directors (in shares) | 51,948 | ||||||
Conversion - notes payable | 500 | 500 | 500 | ||||
Foreign currency translation | -2,279 | -2,279 | -2,279 | ||||
Distribution to noncontrolling interest | -45 | -45 | |||||
Net income (loss) | -38,395 | -41,753 | -41,753 | 3,358 | |||
Ending balance at Dec. 31, 2014 | ($29,081) | $2 | $28,185 | ($56,264) | ($4,362) | ($32,439) | $3,358 |
Ending balance (in shares) at Dec. 31, 2014 | 14,922,497 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Operating activities: | ||
Net loss attributable to Corporation | ($41,753) | ($21,051) |
Net income attributable to noncontrolling interest | 3,358 | 45 |
Net loss | -38,395 | -21,006 |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 16,379 | 16,096 |
Loss on early extinguishment of debt | 17,157 | 0 |
Amortization of loan costs and debt discounts | 2,298 | 2,860 |
Payment in kind interest | 1,022 | 2,040 |
Deferred income taxes | -1,145 | 1,352 |
Loss on disposal/sale of property and equipment | 851 | 133 |
Notes payable early repayment penalty and fees to advisors | -9,174 | 0 |
Change in fair value of notes payable to Former SAE stockholders | 5,094 | 631 |
Unrealized loss on foreign currency transactions | 1,191 | 0 |
Share-based compensation | 200 | 1,298 |
Provision for doubtful accounts | 0 | 254 |
Changes in operating assets and liabilities: | ||
Accounts receivable | -38,198 | -13,597 |
Prepaid expenses | -13,403 | 3,947 |
Deferred costs on contracts | -1,556 | 2,721 |
Accounts payable | 17,582 | 3,915 |
Accrued liabilities | 13,506 | -2,488 |
Deferred revenue | -7,741 | -1,393 |
Income and other taxes payable | 14,510 | 1,177 |
Other, net | -79 | 5,023 |
Net cash provided by (used in) operating activities | -19,901 | 2,963 |
Investing activities: | ||
Purchase of property and equipment | -28,203 | -11,110 |
Proceeds from sale of property and equipment | 119 | 0 |
Net cash used in investing activities | -28,084 | -11,110 |
Financing activities: | ||
Proceeds from issuance of senior secured notes | 150,000 | 0 |
Net proceeds from Merger | 0 | 35,277 |
Repayments of notes payable | -99,659 | -800 |
Repayments of advances from related parties | 0 | -53 |
Payment of loan issuance costs | -7,543 | -2,750 |
Merger costs | 0 | -5,027 |
Repayments of capital lease obligations | -493 | -797 |
Distribution to noncontrolling interest | -45 | 0 |
Dividend payments on Former SAE common and preferred shares | -1,072 | -15,084 |
Net cash provided by financing activities | 41,188 | 10,766 |
Effect of exchange rate changes on cash and cash equivalents | 1,768 | -989 |
Net change in cash and cash equivalents | -5,029 | 1,630 |
Cash and cash equivalents at the beginning of period | 17,351 | 15,721 |
Cash and cash equivalents at the end of period | 12,322 | 17,351 |
Supplemental disclosures of cash flow information: | ||
Interest paid | 11,170 | 9,256 |
Income taxes paid | 10,610 | 4,163 |
Non-cash investing and financing activities: | ||
Provision for doubtful accounts | 500 | 0 |
Dividends accrued but unpaid on Former SAE preferred shares | 0 | 1,072 |
Capital assets acquired under equipment note payable | 1,654 | 0 |
Capital assets acquired under capital leases | 92 | 98 |
Capital assets included in accounts payable | 2,434 | 287 |
Cash flow impact of Merger | $0 |
NATURE_OF_OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NATURE OF OPERATIONS |
SAExploration Holdings, Inc. and its Subsidiaries (collectively, the “Corporation”) is an internationally-focused oilfield services company offering seismic data acquisition and logistical support services in Alaska, Canada, South America, and Southeast Asia to its customers in the oil and natural gas industry. In addition to the acquisition of 2D, 3D, time-lapse 4D and multi-component seismic data on land, in transition zones and offshore in depths to 5,000 feet, the Corporation offers a full-suite of logistical support and in-field processing services. The Corporation operates crews around the world that utilize over 29,500 owned land and marine channels of seismic data acquisition equipment and other equipment as needed to complete particular projects. Seismic data is used by its customers, including major integrated oil companies, national oil companies and large international independent oil and gas exploration and production companies, to identify and analyze drilling prospects and maximize successful drilling. The results of the seismic surveys the Corporation conducts belong to its customers and are proprietary in nature; the Corporation does not acquire data for its own account or for future sale or maintain multi-client data libraries. |
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES |
Principles of Consolidation | |
The accompanying consolidated financial statements include the accounts of SAExploration Holdings, Inc. and its wholly-owned subsidiaries as well as the variable interest entity discussed in Note 12 in which the Corporation is the primary beneficiary. 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 accounting principles generally accepted in the United States of America (“GAAP”). | |
Certain amounts in the consolidated balance sheet, consolidated statement of operations and consolidated statement of cash flows for the year ended December 31, 2013 and notes to consolidated financial statements presented herein have been reclassified to conform to the current period presentation. These reclassifications had no effect on net loss, comprehensive income (loss), stockholders' equity (deficit), or cash flows. | |
Use of Estimates | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management estimates and assumptions include, but are not limited to, accounting for contracts in process, allowance for doubtful accounts, useful lives for depreciation and amortization purposes, valuation of property and equipment, valuation of goodwill and intangible assets, deferred income taxes and income tax uncertainties, share-based compensation, warrants, and contingencies. While management believes current estimates are reasonable and appropriate actual results could differ materially from current estimates. | |
Significant Risks and Uncertainties | |
The Corporation’s primary market risks include fluctuations in oil and gas commodity prices which affect demand for and pricing of services. Also, the Corporation conducts operations outside the United States, which exposes the Corporation to market risks from changes in exchange rates. All of the Corporation’s customers are involved in the oil and natural gas industry, which exposes the Corporation to credit risk because the customers may be similarly affected by changes in economic and industry conditions. Further, the Corporation generally provides services and extends credit to a relatively small group of key customers that account for a significant percentage of revenues and accounts receivable of the Corporation at any given time as discussed further in Note 14. Due to the nature of the Corporation’s contracts and customers’ projects, the largest customers can change from year to year and the largest customers in any year may not be indicative of the largest customers in any subsequent year. If any key customers were to terminate their contracts or fail to contract for future services due to changes in ownership or business strategy or for any other reason, the Corporation’s results of operations could be affected. | |
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. The Corporation has cash in banks which 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 December 31, 2014 and 2013, the balance of cash in subsidiaries outside of the United States totaled $5,032 and $13,962, respectively. | |
Restricted Cash | |
Restricted cash consists primarily of cash collateral for performance guarantees, letters of credit and customs bonds. | |
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. Substantially all of the Corporation's accounts receivable at December 31, 2014 were from customers outside the United States. 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. | |
Revenue Recognition | |
The Corporation’s services are provided under master service agreements that set forth the respective obligations of the Corporation and its customers. A supplemental agreement is entered into for each data acquisition project which sets forth the terms of the specific project including the right of either party to cancel on short notice. 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, 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. Under contracts that require the customer to pay 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 under service contracts for which the revenue has not yet been earned, those costs are deferred on the balance sheet within deferred costs on contracts until the revenue is earned, at which point the costs are recognized as cost of services over the life of the contract, or the Corporation determines the costs are not recoverable, at which time they are 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 services. | |
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. | |
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 advance payments from customers related to equipment leasing. Deferred revenue of $187 and $7,927 at December 31, 2014 and 2013 consists primarily of advanced equipment leasing payments of $0 and $3,175, respectively, and payments related to mobilization and seismic services of $187 and $4,172, respectively. | |
Multiple-Element Arrangements | |
The Corporation evaluates each contract to determine if the contract is a multiple-element arrangement requiring different accounting treatments for varying components of the contract. If a contract is deemed to have separate units of accounting, the Corporation allocates arrangement consideration based on their relative selling price and the applicable revenue recognition criteria are considered separately for each of the separate units of accounting. The Corporation accounts for each contract element when the applicable criteria for revenue recognition have been met. During 2014 and 2013, the Corporation delivered both professional services and equipment under a lease arrangement. The equipment leased under the contracts is highly customized and specialized to perform specific surveying operations. The Corporation uses its best estimate of selling price when allocating multiple-element arrangement consideration. In estimating its selling price for the leased equipment, the Corporation considers the cost to acquire the equipment, the profit margin for similar arrangements, customer demand, effect of competitors on the Corporation’s equipment, and other market constraints. | |
Lease Income | |
As a result of the terms of its contracts, the Corporation may bill for the use of its equipment as part of the billing for its services. One of the Corporation’s contracts with a customer had such unique equipment needs that the equipment was separately listed and a composite rate established for all the equipment in the service contract. This contract reserves the use of this equipment solely for the customer for the first three years ending in 2014. The carrying value of leased equipment included in property and equipment as of December 31, 2014 and 2013 was $0 and $21,692, net of accumulated depreciation of $0 and $9,215, respectively. Equipment fee income, included in revenue, as a result of this contract was $3,175 and $8,184 for the years ended December 31, 2014 and 2013, respectively. | |
Leases as Lessee | |
The Corporation leases certain equipment and vehicles under lease agreements. The Corporation evaluates each lease to determine its appropriate classification as an operating or capital lease for financial reporting purposes. Any lease that does not meet the criteria for a capital lease is accounted for as an operating lease. Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the lease including any periods of free rent. The assets and liabilities under capital leases are recorded at the lower of the present value of the minimum lease payments or the fair market value of the related assets. Assets under capital leases are amortized using the straight-line method over the initial lease term. Amortization of assets under capital leases is included in depreciation expense. | |
Property and Equipment | |
Property and equipment is capitalized at historical cost and depreciated over the useful life of the asset. Depreciation on property and equipment is calculated on the straight-line method over the estimated useful lives of the assets or the lesser of the lease term, as applicable. Management’s estimate of this useful life is based on circumstances that exist in the seismic industry and information available at the time of the purchase of the asset. Useful lives and residual values of property and equipment are reviewed on an ongoing basis considering the effect of events or changes in circumstances. Repairs and maintenance, which are not considered betterments and do not extend the useful life of the property, are charged to expense as incurred. When property and equipment are retired or otherwise disposed of the asset and accumulated depreciation or amortization are removed from the accounts and the resulting gain or loss is reflected in selling, general and administrative expenses. | |
Long-Lived Assets | |
Long-lived assets, such as property and equipment, and purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Corporation first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment loss is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. No long-lived assets were required to be tested for impairment during either 2014 or 2013. | |
Goodwill | |
Goodwill represents the excess of purchase price over the fair value of the net assets acquired in the 2011 Datum Exploration Ltd. acquisition. All of the Corporation’s goodwill resides in its Canadian operations reporting unit ("Reporting Unit"). Changes in the carrying value of goodwill since 2011 are the result of foreign currency translation adjustments. | |
The Corporation is required to evaluate the carrying value of its goodwill at least annually for impairment, or more frequently if facts and circumstances indicate that it is more likely than not impairment has occurred. The Corporation first performs a qualitative assessment by evaluating relevant events or circumstances to determine whether it is more likely than not that the fair value of the Reporting Unit exceeds its carrying amount. If the Corporation is unable to conclude qualitatively that it is more likely than not that the Reporting Unit’s fair value exceeds its carrying value, it will then apply a two-step quantitative assessment. | |
First, the fair value of the Reporting Unit is compared to its carrying value. If the fair value exceeds the carrying value, goodwill is not impaired and no further testing is performed. The second step is performed if the carrying value exceeds the fair value. The implied fair value of the Reporting Unit’s goodwill must be determined and compared to the carrying value of the goodwill. If the carrying value of the Reporting Unit’s goodwill exceeds its implied fair value, an impairment loss equal to the difference will be recorded. The Corporation’s 2014 and 2013 evaluations of goodwill concluded that it was not impaired. | |
In determining the fair value of the Reporting Unit, the Corporation relied on the Income Approach and the Market Approach. Under the Income Approach, the fair value of a business unit is based on the discounted cash flows it can be expected to generate over its remaining life. The estimated cash flows are converted to their present value equivalent using an appropriate rate of return. Under the Market Approach, the fair value of the business is based on the Guideline Public Company (“GPC”) methodology using guideline public companies whose stocks are actively traded that were considered similar to the Corporation as of the valuation date. Valuation multiples for the GPCs were determined as of the valuation date and were applied to the Reporting Unit’s operating results to arrive at an estimate of value. | |
Intangible Assets | |
Intangible assets represent customer relationships recorded at cost in connection with the 2011 Datum Exploration Ltd. acquisition. Intangible assets are amortized over their estimated useful lives of 13 years and recorded in selling, general and administrative expense. | |
Deferred Loan Issuance Costs | |
Deferred loan issuance costs are amortized over the term of the debt and recorded in interest expense using the effective interest method. | |
Income Taxes | |
Income taxes are accounted for under the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. This method also requires the recognition of future tax benefits for net operating loss (“NOL”) carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that includes the enactment date. The deferred tax asset is reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. | |
The Corporation's methodology for recording income taxes requires judgment regarding assumptions and the use of estimates, including the valuation of deferred tax assets, which can create a variance between actual results and estimates and could have a material impact on the provision or benefit for income taxes. In certain foreign jurisdictions, the local income tax rate may exceed the U.S. or Canadian statutory rates, and in many of those cases the Corporation receives a foreign tax credit for U.S. or Canadian purposes. In other foreign jurisdictions, the local income tax rate may be less than the U.S. or Canadian statutory rates. In other foreign jurisdictions the Corporation may be subject to a tax on revenues when the amount of tax liability would exceed that computed on net income before tax in the jurisdiction and, in such cases, the tax is treated as an income tax for accounting purposes. | |
The Corporation is required to file income tax returns in the United States (federal) and in various state and local jurisdictions, as well as in international jurisdictions. Uncertain tax positions and the related interest and penalties are provided for based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. Based on the Corporation’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Corporation’s current financial statements. | |
Foreign Exchange Gains and Losses | |
The Corporation conducts operations outside the United States, which exposes the Corporation to market risks from changes in foreign exchange rates. The Corporation’s reporting currency is the U.S. dollar (“USD”). For foreign subsidiaries and branches using local currency as their functional currency, assets and liabilities are translated at exchange rates in effect at the balance sheet dates. Revenues and expenses of these foreign subsidiaries are translated at average exchange rates for the period. Equity is translated at historical rates, and the resulting cumulative foreign currency translation adjustments resulting from this process are reported as a component of accumulated other comprehensive income (loss), net of income taxes. Therefore, the USD value of these items in the financial statements fluctuates from period to period, depending on the value of the USD against these functional currencies. The foreign subsidiaries and branches using USD as their functional currency are Bolivia, Peru, Malaysia and Singapore. | |
Exchange gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved are included in the consolidated statements of operations as foreign exchange gain (losses). For the foreign subsidiaries and branches using USD as their functional currency, any local currency operations are re-measured to USD. The re-measurement of these operations is included in the consolidated statements of operations as foreign exchange gain (loss). | |
Share-Based Compensation | |
The Corporation records the grant date fair value of share-based compensation arrangements as compensation cost using a straight-line method over the service period. | |
Contingencies | |
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. | |
Comprehensive Income | |
Comprehensive income includes net income (loss) as currently reported and also considers the effect of additional economic events that are not required to be recorded in determining net income but rather reported as a separate component of stockholders’ equity. The Corporation reports foreign currency translation gains and losses as a component of other comprehensive income (loss). Foreign currency translation gains and losses are not presented net of income taxes because the earnings of the foreign subsidiaries are considered permanently invested abroad and therefore not subject to income taxes or the income tax benefit of foreign currency translation losses would be offset by a valuation allowance. | |
Variable Interest Entities | |
The Corporation evaluates its joint venture and other entities in which it has a variable interest (a “VIE”), to determine if it has a controlling financial interest and is required to consolidate the entity as a result. The reporting entity with a controlling financial interest in the VIE will have both of the following characteristics: (i) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb the losses of the VIE that could potentially be significant to the VIE or the right to receive benefit from the VIE that could potentially be significant to the VIE. See the discussion on the Corporation’s joint venture in Note 12. | |
Fair Value Measurements | |
The Corporation has certain assets and liabilities that are required to be measured and disclosed at fair value in accordance with GAAP. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. When an asset or liability is required to be measured at fair value, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs using a fair value hierarchy as follows: | |
Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets. | |
Level 2: Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. | |
Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. Measurement is based on prices or valuation models requiring inputs that are both significant to the fair value measurement and supported by little or no market activity. | |
The Corporation’s financial instruments include cash and cash equivalents, restricted cash, accounts receivable, other current assets, accounts payable and accrued liabilities. Due to their short-term maturities, the carrying amounts of these financial instruments approximate fair value at the respective balance sheet dates. The Corporation's financial instruments also include various issuances of notes payable. As of December 31, 2014 and 2013, the Corporation’s notes payable, with the exception at December 31, 2013 of the notes payable to related parties – Former SAE stockholders discussed below, are recorded at historical cost net of applicable discounts. | |
GAAP provides a fair value option election that allows companies an irrevocable election to use fair value as the initial and subsequent accounting measurement attribute for certain financial assets and liabilities. Entities are permitted to elect to measure eligible financial assets and liabilities at fair value on an ongoing basis. Changes in the fair value of items for which the fair value option has been elected are reported in earnings. The decision to elect the fair value option is determined on an instrument-by-instrument basis, which must be applied to an entire instrument, and not only specified risks, specific cash flows, or portions of that instrument, and is irrevocable once elected. Assets and liabilities measured at fair value are required to be reported separately from those instruments measured using another accounting method. | |
At December 31, 2013, notes payable to related parties – Former SAE stockholders were measured at fair value on a recurring basis. After their repayment in July 2014 and as of December 31, 2014, the Corporation does not have financial assets and liabilities measured at fair value on a recurring basis. | |
The Corporation's non-financial assets include goodwill, property and equipment, and other intangible assets, which are classified as Level 3 assets. These assets are measured at fair value on a nonrecurring basis as part of the Corporation's impairment assessments and as circumstances require. | |
Reportable Segment | |
The chief operating decision maker regularly reviews financial data by country to assess performance and allocate resources, resulting in the conclusion that each country in which it operates represents a reporting unit. To determine its reportable segments, the Corporation evaluated whether and to what extent the reporting units should be aggregated. The evaluation included consideration of each reporting unit's services, types of customers, methods used to provide its services, and regulatory environment. The Corporation determined that its reporting units sold similar types of seismic data contract services to similar types of major non-U.S. and government owned/controlled oil and gas customers operating in a global market. The Corporation concluded that its seismic data contract services operations comprise one single reportable segment. | |
Recently Issued Accounting Pronouncements | |
Revenue Recognition | |
In May 2014, the Financial Accounting Standards Board ("FASB") issued new guidance intended to change the criteria for recognition of revenue. The new guidance establishes a single revenue recognition model for all contracts with customers, eliminates industry specific requirements and expands disclosure requirements. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principal, an entity should apply the following five steps: (1) identify contracts with customers, (2) identify the performance obligations in the contracts, (3) determine the transaction price, (4) allocate the transaction price to the performance obligation in the contract, and (5) recognize revenue as the entity satisfies performance obligations. The amendments are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Corporation is currently evaluating what impact adoption of this guidance would have on its financial position, results of operations, cash flows and disclosures. | |
Share-Based Compensation | |
In June 2014, the FASB issued amended guidance on the accounting for certain share-based employee compensation awards. The amended guidance applies to share-based employee compensation awards that include a performance target that affects vesting when the performance target can be achieved after the requisite service period. These targets are to be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award and compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved. The amendments are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. The Corporation does not expect adoption will have a material impact on its financial position, results of operations, cash flows or disclosures. | |
Going Concern | |
In August 2014, the FASB issued guidance on disclosures of uncertainties about an entity's ability to continue as a going concern. The guidance requires management's evaluation of whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. This assessment must be made in connection with preparing financial statements for each annual and interim reporting period. Management's evaluation should be based on the relevant conditions and events that are known and reasonably knowable at the date the financial statements are issued. If conditions or events raise substantial doubt about the entity's ability to continue as a going concern, but this doubt is alleviated by management's plans, the entity should disclose information that enables the reader to understand what the conditions or events are, management's evaluation of those conditions or events and management's plans that alleviate that substantial doubt. If conditions or events raise substantial doubt and the substantial doubt is not alleviated, the entity must disclose this in the footnotes. The entity must also disclose information that enables the reader to understand what the conditions or events are, management's evaluation of those conditions or events and management's plans that are intended to alleviate that substantial doubt. The amendments are effective for annual periods and interim periods within those annual periods beginning after December 15, 2016. The Corporation does not expect adoption will have a material impact on its financial position, results of operations, cash flows or disclosures. | |
Consolidation | |
In February 2015, the FASB issued amended guidance on the consolidation of legal entities including limited partnerships and limited liability corporations. The guidance modifies the consolidation models to be analyzed in determining whether a reporting entity should consolidate certain types of legal entities. The guidance must be applied using one of two retrospective application methods and will be effective for fiscal years beginning after December 15, 2015 and for interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period. The Corporation does not expect adoption will have a material impact on its financial position, results of operations, cash flows or disclosures. |
MERGER_BETWEEN_TRIO_MERGER_COR
MERGER BETWEEN TRIO MERGER CORP. AND SAEXPLORATION HOLDINGS, INC. | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Business Combinations [Abstract] | ||||
MERGER BETWEEN TRIO MERGER CORP. AND SAEXPLORATION HOLDINGS, INC. | MERGER BETWEEN TRIO MERGER CORP. AND SAEXPLORATION HOLDINGS, INC. | |||
The Corporation was initially formed on February 2, 2011 under the name Trio Merger Corp. 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 (the “Merger Agreement”), as amended by a First Amendment to Agreement and Plan of Reorganization dated as of May 23, 2013, 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”). The Merger was consummated on June 24, 2013 ("Closing"), at which time the business of Former SAE became the Corporation’s business. 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. | ||||
The Merger was accounted for as a reverse acquisition. Under this method of accounting, Merger Sub was treated as the “acquired” company for financial reporting purposes. This determination was primarily based on Former SAE comprising the ongoing operations of the combined entity, Former SAE senior management comprising the senior management of the combined company, and the Former SAE common stockholders having a majority of the voting power of the combined entity. In accordance with applicable guidance, the Merger was considered to be a capital transaction in substance. Accordingly, for accounting purposes, the Merger was treated as the equivalent of Former SAE issuing stock for the Corporation’s net assets, accompanied by a recapitalization. The Corporation’s assets were stated at fair value, with no goodwill or other intangible assets recorded. Operations prior to the Merger are those of Former SAE. The equity structure after the Merger reflects the Corporation’s equity structure. | ||||
The Former SAE common stockholders received as consideration for all shares of common stock they held or had the right to acquire prior to the Merger on a fully-diluted basis: (i) an aggregate of 6,448,443 shares of the Corporation’s common stock at the Closing; (ii) an aggregate of $7,500 in cash at the Closing; (iii) an aggregate of $17,500 represented by a promissory note issued by the Corporation at the Closing; and (iv) the right to receive up to 992,108 additional 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 ("Contingent Consideration"). 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 post-Merger Executive Chairman, an aggregate of $5,000 in cash for all of such shares. The Contingent Consideration earnings targets were not achieved for any single or combined years resulting in no shares of the Corporation's common stock being issued for Contingent Consideration. | ||||
At Closing, 545,635 shares of the Corporation’s common stock issued as consideration for the Merger were deposited in escrow to secure the indemnification obligations under the Merger Agreement. On June 24, 2014, 272,818 of the escrow shares were released to the Former SAE stockholders. The remaining 272,817 escrow shares will be released 30 days after the Corporation files its annual report on Form 10-K for its 2015 fiscal year, less any shares reserved to satisfy tax or environmental indemnification claims made prior to such date. | ||||
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 | ||
Cash payment to Former SAE common stockholders at Closing | (7,500 | ) | ||
Net cash released from escrow to the Corporation upon Closing | 40,277 | |||
Other assets and liabilities remaining in the Corporation: | ||||
Notes payable to related parties – Former SAE common stockholders, at fair value | (11,775 | ) | ||
Notes payable to related parties – directors | (500 | ) | ||
Other assets | 13 | |||
Contingent consideration | — | |||
Net increase in equity resulting from merger prior to other charges and credits to equity | 28,015 | |||
Merger costs charged to equity | (5,027 | ) | ||
Pre-acquisition value of Former SAE warrants deemed equity under their terms | 1,293 | |||
Net increase in the Corporation's June 24, 2013 equity resulting from the Merger | $ | 24,281 | ||
In connection with the Merger, holders of 987,634 shares of the Corporation’s outstanding common stock issued in its 2011 initial public offering ("public shares") exercised their rights to convert shares to cash at the time of a merger at a conversion price of $10.08 per share, for total consideration of approximately $9,959. Of the $40,277 of cash transferred from the Corporation’s trust account at Closing, $5,000 was used to purchase Former SAE’s preferred stock, resulting in net cash provided by the Merger of $35,277. The Corporation incurred Merger related costs totaling $6,215, of which $5,027 represented equity issuance costs recorded as a reduction of equity and $1,188 represented costs unrelated to the issuance of equity and recorded as Merger costs in the consolidated statement of operations for the year ended December 31, 2013. | ||||
After giving effect to the issuance of the shares of the Corporation’s common stock to Former SAE stockholders at the Closing, 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 was paid out of the Corporation’s trust account, which had a balance immediately prior to the Closing of $61,707. The remaining trust account funds were used to pay the Corporation’s transaction expenses of approximately $3,971 and the cash portion of the Merger consideration payable to the Former SAE preferred and common stockholders, totaling $12,500, and the balance of approximately $35,277 was released to the Corporation. | ||||
At the Closing, the Corporation also entered into an amendment to the warrant agreement (“Warrant Amendment”) with Continental Stock Transfer & Trust Company for all outstanding warrants as of the Merger date, as warrant agent, and for warrants subject to conversion by 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 Warrant Amendment became effective upon the closing of the Merger. | ||||
A portion of the merger consideration payable at Closing was allocable to holders of certain derivative securities of Former SAE that were not converted or exchanged prior to the Merger. As of December 31, 2014, a total of 84,131 shares of common stock were held in escrow pending the conversion or exercise of those derivative securities (the “Merger Consideration Escrow”). The escrow agreement provides that CLCH, LLC ("CLCH"), as nominee of the Corporation, will have voting control over all shares of the Corporation's common stock held in the Merger Consideration Escrow. | ||||
Immediately prior to the closing of the Merger, Former SAE paid cash dividends totaling $15,000, of which $5,000 was paid to preferred stockholders and $10,000 was paid to common stockholders. | ||||
At the Closing of the Merger, the pre-Merger stockholders of the Corporation owned approximately 51.5% of the Corporation, and the pre-Merger stockholders of Former SAE owned 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. |
DETAIL_OF_SELECTED_BALANCE_SHE
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS | DETAIL OF SELECTED BALANCE SHEET ACCOUNTS | |||||||||||
Accounts Receivable | ||||||||||||
Accounts receivable is comprised of the following at December 31, 2014 and 2013: | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Accounts receivable | $ | 73,584 | $ | 41,182 | ||||||||
Less allowance for doubtful accounts | — | (254 | ) | |||||||||
Accounts receivable, net | $ | 73,584 | $ | 40,928 | ||||||||
Changes in the allowance for doubtful accounts during the years ended December 31, 2014 and 2013 were as follows: | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Beginning balance | $ | (254 | ) | $ | — | |||||||
Charges to expense | — | 254 | ||||||||||
Write-offs | 254 | — | ||||||||||
Ending balance | $ | — | $ | (254 | ) | |||||||
Prepaid Expenses | ||||||||||||
Prepaid expenses at December 31, 2014 and 2013 include the following: | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Prepaid taxes | $ | 13,244 | $ | 1,130 | ||||||||
Advances to suppliers | 1,723 | 2,442 | ||||||||||
Deposits | 868 | 355 | ||||||||||
Other | 1,202 | 692 | ||||||||||
Total prepaid expenses | $ | 17,037 | $ | 4,619 | ||||||||
Property and Equipment | ||||||||||||
Property and equipment is comprised of the following at December 31, 2014 and 2013: | ||||||||||||
December 31, | ||||||||||||
Estimated Useful Life | 2014 | 2013 | ||||||||||
Field operating equipment | 3 – 10 years | $ | 100,379 | $ | 85,990 | |||||||
Vehicles | 3 – 5 years | 15,851 | 3,550 | |||||||||
Leasehold improvements | 2 – 5 years | 498 | 455 | |||||||||
Software | 3 – 5 years | 2,672 | 1,122 | |||||||||
Computer equipment | 3 – 5 years | 2,808 | 4,358 | |||||||||
Office equipment | 3 – 5 years | 1,000 | 968 | |||||||||
123,208 | 96,443 | |||||||||||
Less: accumulated depreciation and amortization | (46,112 | ) | (31,871 | ) | ||||||||
Property and equipment, net | $ | 77,096 | $ | 64,572 | ||||||||
Total depreciation and amortization expense for the years ended December 31, 2014 and 2013 was $16,379 and $16,096, respectively, of which $15,205 and $14,843, respectively, was recorded in cost of services and $1,174 and $1,253, respectively, was recorded in selling, general and administrative expense. | ||||||||||||
Goodwill | ||||||||||||
Changes in the carrying value of goodwill during the years ended December 31, 2014 and 2013 were as follows: | ||||||||||||
Balance at December 31, 2012 | $ | 2,306 | ||||||||||
Foreign currency translation adjustment | (156 | ) | ||||||||||
Balance at December 31, 2013 | 2,150 | |||||||||||
Foreign currency translation adjustment | (173 | ) | ||||||||||
Balance at December 31, 2014 | $ | 1,977 | ||||||||||
There have been no goodwill impairment charges since the 2011 Datum Exploration Ltd. acquisition was initially recorded. | ||||||||||||
Intangible Assets | ||||||||||||
Changes in the carrying value of intangible assets and related accumulated amortization during the years ended December 31, 2014 and 2013 were as follows: | ||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||
Balance at December 31, 2012 | $ | 1,684 | $ | (206 | ) | $ | 1,478 | |||||
Amortization expense | — | (121 | ) | (121 | ) | |||||||
Foreign currency translation adjustment | (97 | ) | — | (97 | ) | |||||||
Balance at December 31, 2013 | 1,587 | (327 | ) | 1,260 | ||||||||
Amortization expense | — | (114 | ) | (114 | ) | |||||||
Foreign currency translation adjustment | (96 | ) | — | (96 | ) | |||||||
Balance at December 31, 2014 | $ | 1,491 | $ | (441 | ) | $ | 1,050 | |||||
Intangible assets consist of customer relationships recorded in connection with the 2011 Datum Exploration Ltd. acquisition. The weighted average useful life of customer relationships at December 31, 2014 and 2013 was 13 years. | ||||||||||||
Future amortization expense is as follows: | ||||||||||||
2015 | $ | 109 | ||||||||||
2016 | 109 | |||||||||||
2017 | 109 | |||||||||||
2018 | 109 | |||||||||||
2019 | 109 | |||||||||||
Thereafter | 505 | |||||||||||
Total | $ | 1,050 | ||||||||||
Deferred Loan Issuance Costs | ||||||||||||
Changes in deferred loan issuance costs and related accumulated amortization during the years ended December 31, 2014 and 2013 were as follows: | ||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||
Balance at December 31, 2012 | $ | 9,279 | $ | (213 | ) | $ | 9,066 | |||||
Additional 2012 Credit Agreement loan issuance costs | 2,750 | — | 2,750 | |||||||||
Amortization expense | — | (2,701 | ) | (2,701 | ) | |||||||
Balance at December 31, 2013 | 12,029 | (2,914 | ) | 9,115 | ||||||||
Write-off of 2012 Credit Agreement deferred loan issuance costs due to repayment and termination of agreement | (12,029 | ) | 4,421 | (7,608 | ) | |||||||
Senior secured notes loan issuance costs | 6,691 | — | 6,691 | |||||||||
Revolving credit agreement loan issuance costs | 852 | — | 852 | |||||||||
Amortization expense | — | (2,224 | ) | (2,224 | ) | |||||||
Balance at December 31, 2014 | $ | 7,543 | $ | (717 | ) | $ | 6,826 | |||||
The Corporation issued the senior secured notes in July 2014 and used a portion of the proceeds to repay the 2012 credit agreement prior to maturity. Upon repayment of the 2012 credit agreement, the balance of deferred loan issuance costs was charged to loss on early extinguishment of debt in the statement of operations for the year ended December 31, 2014. Loan issuance costs incurred for the senior secured notes and revolving credit agreement signed in November 2014 were capitalized during the year ended December 31, 2014 and will be amortized over 5 years and 3 years, respectively. |
REVOLVING_CREDIT_FACILITY
REVOLVING CREDIT FACILITY | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
REVOLVING CREDIT FACILITY | REVOLVING CREDIT FACILITY | |||||||
On November 6, 2014, SAExploration, Inc. (“Borrower”), SAExploration Holdings, Inc. (“Corporation”) and the Corporation’s other domestic subsidiaries and Wells Fargo Bank, National Association (“Lender”) entered into a Credit and Security Agreement (“Credit Agreement”). The Credit Agreement provides for a $20,000 revolving line of credit facility (the “Revolving Credit Facility”) secured by the Corporation’s and the Corporation's domestic subsidiaries' U.S. assets, including accounts receivable and equipment, subject to certain exclusions and exceptions as set forth in the Credit Agreement. The proceeds of the Revolving Credit Facility will primarily be used to fund the Corporation’s working capital needs for its operations and for general corporate purposes. The Revolving Credit Facility had not been used as of December 31, 2014. | ||||||||
Borrowings made under the Revolving Credit Facility bear interest, payable monthly, at a rate of daily three months LIBOR plus 3% (3.26% at December 31, 2014). The Revolving Credit Facility has a maturity date of November 6, 2017, unless terminated earlier. The Corporation may request, and the Lender may grant, an increase to the maximum amount available under the Revolving Credit Facility in minimum increments of $1,000 not to exceed an additional $10,000 in the aggregate, so long as certain conditions as described in the Credit Agreement are met. | ||||||||
The Credit Agreement includes a sub-facility for letters of credit in amounts up to the lesser of the available borrowing base or $10,000. Letters of credit are subject to Lender approval and a fee which accrues at the annual rate of 3% of the undrawn daily balance of the outstanding letters of credit, payable monthly. An unused line fee of 0.5% per annum of the daily average of the maximum Revolving Credit Facility amount reduced by outstanding borrowings and letters of credit is payable monthly. The sub-facility for letters of credit had not been utilized as of December 31, 2014. | ||||||||
Under the Revolving Credit Facility, borrowings are subject to borrowing base availability and may not exceed 85% of the amount of eligible accounts receivable, as defined, plus the lesser of $20,000 or 85% of the orderly net liquidation value of existing eligible equipment per appraisal and 85% of hard costs of acquired eligible equipment, less the aggregate amount of any reserves established by the Lender. If borrowings under the Revolving Credit Facility exceed $5,000, the Corporation is subject to minimum rolling 12 months EBITDA requirements of $20,000 on a consolidated basis and $8,000 on the Corporation’s operations in the State of Alaska. The minimum EBITDA for the consolidated basis calculation is lowered by $17,000 if the month of July 2014 is included within the rolling 12 months period and also excludes the effect of the change in fair value of notes payable to related parties. | ||||||||
The Credit Agreement contains covenants including, but not limited to (i) commitments to maintain and deliver to Lender, as required, certain financial reports, records and other items, (ii) subject to certain exceptions under the Credit Agreement, restrictions on the ability of the Corporation to incur indebtedness, create or incur liens, enter into fundamental changes to corporate structure or to the nature of the business of the Corporation, dispose of assets, permit a change in control, acquire non-permitted investments, enter into affiliate transactions or make distributions (iii) maintain the minimum EBITDA specified above and (iv) maintain eligible equipment, as defined, located in the State of Alaska with a value of at least 75% of the value of such equipment plus the value of equipment outside the United States which would be otherwise eligible under the Credit Agreement. The Credit Agreement also contains representations, warranties, covenants and other terms and conditions, including relating to the payment of fees to the Lender, which are customary for agreements of this type. The Corporation is in compliance with the Credit Agreement covenants as of December 31, 2014. | ||||||||
The Credit Agreement also provides for customary events of default. If an event of default occurs and is continuing, then the Lender may, among other options as described in the Credit Agreement, declare the obligations of the Borrower to be due and payable immediately or declare the funding obligations of the Lender terminated immediately, subject to the terms of the Intercreditor Agreement described below. | ||||||||
The Credit Agreement is subject to the Intercreditor Agreement (“Intercreditor Agreement”) dated as of November 6, 2014 between the Lender and U.S. Bank National Association, as trustee and collateral agent (“Noteholder Agent”) pursuant to the Indenture dated as of July 2, 2014 relating to the Corporation’s 10% Senior Secured Notes due 2019. The Intercreditor Agreement sets forth various terms between the Lender and Noteholder Agent, including, but not limited to, (i) the priority of liens between those granted by the Indenture and the Credit Agreement, (ii) enforcement action procedures, (iii) the application of the proceeds of the senior collateral received by either the Noteholder Agent or the Lender, (iv) the process by which any liens may be released, (v) insolvency proceeding procedures, (vi) a prohibition on amending various agreements in a manner inconsistent with or in violation of the Intercreditor Agreement, and (vii) the option of the Noteholder Agent to purchase the Borrower’s debt under the Credit Agreement from the Lender if certain triggering conditions are met. The Intercreditor Agreement also contains customary representations, warranties, covenants and other terms and conditions. | ||||||||
NOTES PAYABLE | ||||||||
Notes payable at December 31, 2014 and 2013 consist of the following: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Senior secured notes | $ | 150,000 | $ | — | ||||
Equipment note payable | 1,654 | — | ||||||
Notes payable under 2012 credit agreement: | ||||||||
Principal balance | — | 81,137 | ||||||
Less unamortized discount | — | (449 | ) | |||||
Net note payable | — | 80,688 | ||||||
Notes payable to related parties: | ||||||||
Note payable to Former SAE common stockholders, at fair value | — | 12,406 | ||||||
Notes payable to directors | — | 500 | ||||||
Total notes payable to related parties | — | 12,906 | ||||||
Total notes payable outstanding | 151,654 | 93,594 | ||||||
Less current portion: | ||||||||
Notes payable under 2012 credit agreement | — | 800 | ||||||
Notes payables to related parties -- directors | — | 500 | ||||||
Equipment note payable | 1,654 | — | ||||||
Total current portion of notes payable | 1,654 | 1,300 | ||||||
Total long-term portion of notes payable | $ | 150,000 | $ | 92,294 | ||||
Senior Secured Notes | ||||||||
On July 2, 2014, the Corporation entered into an Indenture ("Indenture") under which it issued $150,000 of senior secured notes ("Notes") due July 15, 2019, in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act. The Notes bear interest at the annual rate of 10% payable semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2015. The Notes are guaranteed on a senior secured basis with a lien on substantially all assets of SAExploration Holdings, Inc. and each of its existing and future domestic subsidiaries, except for any immaterial subsidiaries ("Guarantors"). The liens securing the Notes are subject to certain exceptions and permitted liens, which are contractually subordinated to a first priority lien on certain U.S. assets securing the Revolving Credit Facility under the Intercreditor Agreement discussed in Note 5. | ||||||||
The proceeds from the Notes were used to pay the amounts outstanding under the 2012 Credit Agreement and the note payable to the Former SAE common stockholders, pay related fees and expenses, fund the purchase of equipment related to the Corporation’s Alaska operations, and for general corporate purposes. | ||||||||
The Corporation has the right to redeem some or all of the Notes at the redemption prices (expressed as percentages of the principal amount to be redeemed) set forth below, together with accrued and unpaid interest to, but not including, the redemption date, if redeemed on or after January 15, 2017 as indicated: | ||||||||
Period | Percentage | |||||||
On or after January 15, 2017 and prior to July 15, 2017 | 107.50% | |||||||
On or after July 15, 2017 and prior to July 15, 2018 | 105.00% | |||||||
On and after July 15, 2018 | 100.00% | |||||||
The Corporation also has the right to redeem some or all of the Notes at any time or from time to time prior to January 15, 2017, at a redemption price equal to 100% of the principal amount thereof plus an applicable premium determined in accordance with the Indenture and accrued and unpaid interest to, but not including, the redemption date. In addition, the Corporation has the right to redeem from time to time up to 35% of the aggregate outstanding principal amount of the Notes before January 15, 2017, with the net proceeds of an equity offering at a redemption price equal to 110% of the principal amount thereof, plus accrued but unpaid interest to, but not including, the redemption date. | ||||||||
Subject to certain exceptions, upon the occurrence of a Change of Control (as defined in the Indenture), each holder of Notes will have the right to require the Corporation to purchase that holder’s Notes for a cash price equal to 101% of the principal amounts to be purchased, plus accrued and unpaid interest to the date of purchase. Upon the occurrence of an Asset Sale (as defined in the Indenture), each holder of Notes will have the right to require the Corporation to purchase that holder’s Notes for a cash price equal to 100% of the principal amounts to be purchased, plus accrued and unpaid interest to the date of purchase from any proceeds from the Asset Sale in excess of $7.5 million that are not otherwise used by the Corporation to either reduce its debt, reinvest in assets or acquire a permitted business. | ||||||||
The Indenture contains covenants which include limitations on the Corporation's ability to: (i) transfer or sell assets; (ii) pay dividends, redeem subordinated indebtedness or make other restricted payments; (iii) incur or guarantee additional indebtedness or, with respect to the Corporation's restricted subsidiaries, issue preferred stock; (iv) create or incur liens; (v) incur dividend or other payment restrictions affecting its restricted subsidiaries; (vi) consummate a merger, consolidation or sale of all or substantially all of its or its subsidiaries’ assets; (vii) enter into transactions with affiliates; (viii) engage in business other than its current business and reasonably related extensions thereof; and (ix) take or omit to take any actions that would adversely affect or impair in any material respect the collateral securing the Notes. The Corporation is in compliance with the Indenture covenants as of December 31, 2014. | ||||||||
In connection with the issuance of the Notes, the Corporation entered into a registration rights agreement in which the Corporation agreed to use its best efforts to register with the SEC a new series of freely tradable notes (“Exchange Notes”), which will be exchanged for the current Notes. The Corporation and the Guarantors further agreed to use best efforts to: (i) file a registration statement for the Exchange Notes with the SEC within 300 days after the issuance of the Notes; (ii) cause the registration statement to be declared effective within 390 days after the issue date of the Notes; and (iii) close the exchange offer 30 days after such registration statement is declared effective. In certain circumstances, the Corporation may be required to file a shelf registration statement to cover resale of the Notes. If the Corporation and the Guarantors do not meet the deadlines set forth above, additional interest (as defined in the Indenture) will be payable until the obligations described above are fulfilled. | ||||||||
Equipment Note Payable | ||||||||
On November 18, 2014, the Corporation entered into a note payable to Sercel, Inc. in the amount of $1,838, bearing interest at the annual rate of 8%. The note payable is secured by geophones and related accessories which were delivered in December 2014. A payment of $184 was made upon delivery of the equipment with principal and interest payments of $144 due monthly thereafter until the note is fully paid on December 15, 2015. | ||||||||
Notes Payable under 2012 Credit Agreement | ||||||||
On November 28, 2012, Former SAE entered into a four year term Credit Agreement for $80,000 (as amended, the “2012 Credit Agreement”), bearing interest at 13.5%. The 2012 Credit Agreement was collateralized by all the assets of Former SAE. The Corporation joined the 2012 Credit Agreement in the same capacity as Former SAE upon consummation of the Merger. The 2012 Credit Agreement required quarterly principal payments of $200 plus 0.25% of any additional amounts borrowed, with the remaining unpaid balance due at maturity in 2016. Under the terms of the 2012 Credit Agreement, warrants were issued for 1% of Former SAE common stock deemed outstanding, which includes any securities or contract of a dilutive nature that were exercisable. Loan issuance costs totaling $12,029 were deferred and amortized over the four year term of the notes using the effective interest method. | ||||||||
The discount associated with the 2012 Credit Agreement was amortized over its four year term using the effective interest method. The consolidated balance sheet as of December 31, 2013 includes the original discount of $607 less accumulated amortization of $158. Total loan issuance costs and discount amortization charged to interest expense for the years ended December 31, 2014 and 2013 was $2,298 and $2,860, respectively. | ||||||||
Under the 2012 Credit Agreement, the Corporation could elect to treat up to 2.5% of the interest expense incurred as payment in kind (“PIK”), which would result in the elected interest amount recorded as interest expense and added to the balance of the note. For the years ended December 31, 2014 and 2013, the Corporation elected to exercise the PIK option in the amount of $1,022 and $2,040, respectively. | ||||||||
On October 31, 2013, the Corporation entered into Amendment No. 3 to the 2012 Credit Agreement, which revised certain financial covenant ratios, lowered capital expenditure limits for 2013 and 2014, granted waivers for any failure to comply with the financial covenants for the quarter ended September 30, 2013, and limited the payment of interest to certain Former SAE stockholders under the Corporation’s $17,500 note payable to Former SAE common stockholders issued in connection with the Merger. | ||||||||
All amounts outstanding under the 2012 Credit Agreement were repaid on July 2, 2014 from proceeds of the Notes and the 2012 Credit Agreement was terminated. The repayment and termination of the 2012 Credit Agreement resulted in a $17,157 charge to loss on early extinguishment of debt in the year ended December 31, 2014. The charge consisted of prepayment penalties of $8,877, write-off of unamortized loan discount and issuance costs totaling $7,983, and legal fees of $297. | ||||||||
Notes Payable to Related Parties | ||||||||
Note Payable to Former SAE Common Stockholders | ||||||||
On June 24, 2013, as Merger consideration to the Former SAE common stockholders, the Corporation issued a $17,500 unsecured promissory note due June 24, 2023 to CLCH, the Former SAE stockholders' representative, bearing interest at the annual rate of 10.0%. At the date of issuance, the Corporation elected the fair value option for recording the note. As of the issuance date, the fair value of the promissory note was determined to be $11,775, utilizing a net present value approach based on a discount rate of 17.6%. In calculating the net present value, the Corporation used the average yield for similar instruments to determine the discount rate. The resulting change in fair value is reported in the results of operations under change in fair value of note payable to related parties. All amounts outstanding under the note payable to Former SAE common stockholders were repaid on July 2, 2014 from proceeds of the Notes, and the promissory note was cancelled. | ||||||||
In October 2013, CLCH, Seismic Management Holdings Inc. and Brent Whiteley entered into a waiver agreement with the Corporation, pursuant to which each agreed to allow the Corporation to defer payment of interest on the note payable to Former SAE common stockholders until such payments were permitted to be made under the 2012 Credit Agreement. Cumulative deferred interest payments totaling $2,007 were paid on July 2, 2014. | ||||||||
Notes Payable to Directors | ||||||||
Prior to the Merger, Eric S. Rosenfeld, the Corporation’s Chairman of the Board and Chief Executive Officer (director post-Merger), and David D. Sgro, the Corporation’s Chief Financial Officer and a director (director post-Merger), held non-interest bearing convertible promissory notes for working capital loans to the Corporation in principal amounts totaling $300 and $200, respectively. As of October 10, 2013, the convertible promissory notes were amended to extend the maturity date to December 31, 2013 and to allow the principal balance of the notes to be converted, at the holder’s option, to an aggregate of up to 1,000,000 warrants (the “Convertible Debt Warrants”). Each Convertible Debt Warrant was exercisable for one share of the Corporation's common stock either at a cash exercise price of $12.00 or on a cashless basis as defined in the warrant, at the holder’s option. On January 8, 2014, Messrs. Rosenfeld and Sgro elected to convert the full principal balance of the notes into warrants to purchase an aggregate of 1,000,000 shares of the Corporation's common stock, and tendered such warrants in a cashless transaction for an aggregate of 100,000 shares of the Corporation's common stock as part of the warrant exchange completed in February 2014 described in Note 10. | ||||||||
Notes Payable to CLCH | ||||||||
The Corporation entered into a loan agreement with CLCH on January 1, 2009 for a maximum credit line of $3,000, due on demand, and bearing interest at the annual rate of 8.5%. The outstanding balance of $53 at December 31, 2012 was paid in February 2013 and the agreement terminated. | ||||||||
Future Principal Payments for Notes Payable | ||||||||
Required future principal payments for notes payable outstanding at December 31, 2014 are as follows during the years ending December 31: | ||||||||
Amount | ||||||||
2015 | $ | 1,654 | ||||||
2016 | — | |||||||
2017 | — | |||||||
2018 | — | |||||||
2019 | 150,000 | |||||||
Thereafter | — | |||||||
Total | $ | 151,654 | ||||||
NOTES_PAYABLE
NOTES PAYABLE | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
NOTES PAYABLE | REVOLVING CREDIT FACILITY | |||||||
On November 6, 2014, SAExploration, Inc. (“Borrower”), SAExploration Holdings, Inc. (“Corporation”) and the Corporation’s other domestic subsidiaries and Wells Fargo Bank, National Association (“Lender”) entered into a Credit and Security Agreement (“Credit Agreement”). The Credit Agreement provides for a $20,000 revolving line of credit facility (the “Revolving Credit Facility”) secured by the Corporation’s and the Corporation's domestic subsidiaries' U.S. assets, including accounts receivable and equipment, subject to certain exclusions and exceptions as set forth in the Credit Agreement. The proceeds of the Revolving Credit Facility will primarily be used to fund the Corporation’s working capital needs for its operations and for general corporate purposes. The Revolving Credit Facility had not been used as of December 31, 2014. | ||||||||
Borrowings made under the Revolving Credit Facility bear interest, payable monthly, at a rate of daily three months LIBOR plus 3% (3.26% at December 31, 2014). The Revolving Credit Facility has a maturity date of November 6, 2017, unless terminated earlier. The Corporation may request, and the Lender may grant, an increase to the maximum amount available under the Revolving Credit Facility in minimum increments of $1,000 not to exceed an additional $10,000 in the aggregate, so long as certain conditions as described in the Credit Agreement are met. | ||||||||
The Credit Agreement includes a sub-facility for letters of credit in amounts up to the lesser of the available borrowing base or $10,000. Letters of credit are subject to Lender approval and a fee which accrues at the annual rate of 3% of the undrawn daily balance of the outstanding letters of credit, payable monthly. An unused line fee of 0.5% per annum of the daily average of the maximum Revolving Credit Facility amount reduced by outstanding borrowings and letters of credit is payable monthly. The sub-facility for letters of credit had not been utilized as of December 31, 2014. | ||||||||
Under the Revolving Credit Facility, borrowings are subject to borrowing base availability and may not exceed 85% of the amount of eligible accounts receivable, as defined, plus the lesser of $20,000 or 85% of the orderly net liquidation value of existing eligible equipment per appraisal and 85% of hard costs of acquired eligible equipment, less the aggregate amount of any reserves established by the Lender. If borrowings under the Revolving Credit Facility exceed $5,000, the Corporation is subject to minimum rolling 12 months EBITDA requirements of $20,000 on a consolidated basis and $8,000 on the Corporation’s operations in the State of Alaska. The minimum EBITDA for the consolidated basis calculation is lowered by $17,000 if the month of July 2014 is included within the rolling 12 months period and also excludes the effect of the change in fair value of notes payable to related parties. | ||||||||
The Credit Agreement contains covenants including, but not limited to (i) commitments to maintain and deliver to Lender, as required, certain financial reports, records and other items, (ii) subject to certain exceptions under the Credit Agreement, restrictions on the ability of the Corporation to incur indebtedness, create or incur liens, enter into fundamental changes to corporate structure or to the nature of the business of the Corporation, dispose of assets, permit a change in control, acquire non-permitted investments, enter into affiliate transactions or make distributions (iii) maintain the minimum EBITDA specified above and (iv) maintain eligible equipment, as defined, located in the State of Alaska with a value of at least 75% of the value of such equipment plus the value of equipment outside the United States which would be otherwise eligible under the Credit Agreement. The Credit Agreement also contains representations, warranties, covenants and other terms and conditions, including relating to the payment of fees to the Lender, which are customary for agreements of this type. The Corporation is in compliance with the Credit Agreement covenants as of December 31, 2014. | ||||||||
The Credit Agreement also provides for customary events of default. If an event of default occurs and is continuing, then the Lender may, among other options as described in the Credit Agreement, declare the obligations of the Borrower to be due and payable immediately or declare the funding obligations of the Lender terminated immediately, subject to the terms of the Intercreditor Agreement described below. | ||||||||
The Credit Agreement is subject to the Intercreditor Agreement (“Intercreditor Agreement”) dated as of November 6, 2014 between the Lender and U.S. Bank National Association, as trustee and collateral agent (“Noteholder Agent”) pursuant to the Indenture dated as of July 2, 2014 relating to the Corporation’s 10% Senior Secured Notes due 2019. The Intercreditor Agreement sets forth various terms between the Lender and Noteholder Agent, including, but not limited to, (i) the priority of liens between those granted by the Indenture and the Credit Agreement, (ii) enforcement action procedures, (iii) the application of the proceeds of the senior collateral received by either the Noteholder Agent or the Lender, (iv) the process by which any liens may be released, (v) insolvency proceeding procedures, (vi) a prohibition on amending various agreements in a manner inconsistent with or in violation of the Intercreditor Agreement, and (vii) the option of the Noteholder Agent to purchase the Borrower’s debt under the Credit Agreement from the Lender if certain triggering conditions are met. The Intercreditor Agreement also contains customary representations, warranties, covenants and other terms and conditions. | ||||||||
NOTES PAYABLE | ||||||||
Notes payable at December 31, 2014 and 2013 consist of the following: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Senior secured notes | $ | 150,000 | $ | — | ||||
Equipment note payable | 1,654 | — | ||||||
Notes payable under 2012 credit agreement: | ||||||||
Principal balance | — | 81,137 | ||||||
Less unamortized discount | — | (449 | ) | |||||
Net note payable | — | 80,688 | ||||||
Notes payable to related parties: | ||||||||
Note payable to Former SAE common stockholders, at fair value | — | 12,406 | ||||||
Notes payable to directors | — | 500 | ||||||
Total notes payable to related parties | — | 12,906 | ||||||
Total notes payable outstanding | 151,654 | 93,594 | ||||||
Less current portion: | ||||||||
Notes payable under 2012 credit agreement | — | 800 | ||||||
Notes payables to related parties -- directors | — | 500 | ||||||
Equipment note payable | 1,654 | — | ||||||
Total current portion of notes payable | 1,654 | 1,300 | ||||||
Total long-term portion of notes payable | $ | 150,000 | $ | 92,294 | ||||
Senior Secured Notes | ||||||||
On July 2, 2014, the Corporation entered into an Indenture ("Indenture") under which it issued $150,000 of senior secured notes ("Notes") due July 15, 2019, in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act. The Notes bear interest at the annual rate of 10% payable semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2015. The Notes are guaranteed on a senior secured basis with a lien on substantially all assets of SAExploration Holdings, Inc. and each of its existing and future domestic subsidiaries, except for any immaterial subsidiaries ("Guarantors"). The liens securing the Notes are subject to certain exceptions and permitted liens, which are contractually subordinated to a first priority lien on certain U.S. assets securing the Revolving Credit Facility under the Intercreditor Agreement discussed in Note 5. | ||||||||
The proceeds from the Notes were used to pay the amounts outstanding under the 2012 Credit Agreement and the note payable to the Former SAE common stockholders, pay related fees and expenses, fund the purchase of equipment related to the Corporation’s Alaska operations, and for general corporate purposes. | ||||||||
The Corporation has the right to redeem some or all of the Notes at the redemption prices (expressed as percentages of the principal amount to be redeemed) set forth below, together with accrued and unpaid interest to, but not including, the redemption date, if redeemed on or after January 15, 2017 as indicated: | ||||||||
Period | Percentage | |||||||
On or after January 15, 2017 and prior to July 15, 2017 | 107.50% | |||||||
On or after July 15, 2017 and prior to July 15, 2018 | 105.00% | |||||||
On and after July 15, 2018 | 100.00% | |||||||
The Corporation also has the right to redeem some or all of the Notes at any time or from time to time prior to January 15, 2017, at a redemption price equal to 100% of the principal amount thereof plus an applicable premium determined in accordance with the Indenture and accrued and unpaid interest to, but not including, the redemption date. In addition, the Corporation has the right to redeem from time to time up to 35% of the aggregate outstanding principal amount of the Notes before January 15, 2017, with the net proceeds of an equity offering at a redemption price equal to 110% of the principal amount thereof, plus accrued but unpaid interest to, but not including, the redemption date. | ||||||||
Subject to certain exceptions, upon the occurrence of a Change of Control (as defined in the Indenture), each holder of Notes will have the right to require the Corporation to purchase that holder’s Notes for a cash price equal to 101% of the principal amounts to be purchased, plus accrued and unpaid interest to the date of purchase. Upon the occurrence of an Asset Sale (as defined in the Indenture), each holder of Notes will have the right to require the Corporation to purchase that holder’s Notes for a cash price equal to 100% of the principal amounts to be purchased, plus accrued and unpaid interest to the date of purchase from any proceeds from the Asset Sale in excess of $7.5 million that are not otherwise used by the Corporation to either reduce its debt, reinvest in assets or acquire a permitted business. | ||||||||
The Indenture contains covenants which include limitations on the Corporation's ability to: (i) transfer or sell assets; (ii) pay dividends, redeem subordinated indebtedness or make other restricted payments; (iii) incur or guarantee additional indebtedness or, with respect to the Corporation's restricted subsidiaries, issue preferred stock; (iv) create or incur liens; (v) incur dividend or other payment restrictions affecting its restricted subsidiaries; (vi) consummate a merger, consolidation or sale of all or substantially all of its or its subsidiaries’ assets; (vii) enter into transactions with affiliates; (viii) engage in business other than its current business and reasonably related extensions thereof; and (ix) take or omit to take any actions that would adversely affect or impair in any material respect the collateral securing the Notes. The Corporation is in compliance with the Indenture covenants as of December 31, 2014. | ||||||||
In connection with the issuance of the Notes, the Corporation entered into a registration rights agreement in which the Corporation agreed to use its best efforts to register with the SEC a new series of freely tradable notes (“Exchange Notes”), which will be exchanged for the current Notes. The Corporation and the Guarantors further agreed to use best efforts to: (i) file a registration statement for the Exchange Notes with the SEC within 300 days after the issuance of the Notes; (ii) cause the registration statement to be declared effective within 390 days after the issue date of the Notes; and (iii) close the exchange offer 30 days after such registration statement is declared effective. In certain circumstances, the Corporation may be required to file a shelf registration statement to cover resale of the Notes. If the Corporation and the Guarantors do not meet the deadlines set forth above, additional interest (as defined in the Indenture) will be payable until the obligations described above are fulfilled. | ||||||||
Equipment Note Payable | ||||||||
On November 18, 2014, the Corporation entered into a note payable to Sercel, Inc. in the amount of $1,838, bearing interest at the annual rate of 8%. The note payable is secured by geophones and related accessories which were delivered in December 2014. A payment of $184 was made upon delivery of the equipment with principal and interest payments of $144 due monthly thereafter until the note is fully paid on December 15, 2015. | ||||||||
Notes Payable under 2012 Credit Agreement | ||||||||
On November 28, 2012, Former SAE entered into a four year term Credit Agreement for $80,000 (as amended, the “2012 Credit Agreement”), bearing interest at 13.5%. The 2012 Credit Agreement was collateralized by all the assets of Former SAE. The Corporation joined the 2012 Credit Agreement in the same capacity as Former SAE upon consummation of the Merger. The 2012 Credit Agreement required quarterly principal payments of $200 plus 0.25% of any additional amounts borrowed, with the remaining unpaid balance due at maturity in 2016. Under the terms of the 2012 Credit Agreement, warrants were issued for 1% of Former SAE common stock deemed outstanding, which includes any securities or contract of a dilutive nature that were exercisable. Loan issuance costs totaling $12,029 were deferred and amortized over the four year term of the notes using the effective interest method. | ||||||||
The discount associated with the 2012 Credit Agreement was amortized over its four year term using the effective interest method. The consolidated balance sheet as of December 31, 2013 includes the original discount of $607 less accumulated amortization of $158. Total loan issuance costs and discount amortization charged to interest expense for the years ended December 31, 2014 and 2013 was $2,298 and $2,860, respectively. | ||||||||
Under the 2012 Credit Agreement, the Corporation could elect to treat up to 2.5% of the interest expense incurred as payment in kind (“PIK”), which would result in the elected interest amount recorded as interest expense and added to the balance of the note. For the years ended December 31, 2014 and 2013, the Corporation elected to exercise the PIK option in the amount of $1,022 and $2,040, respectively. | ||||||||
On October 31, 2013, the Corporation entered into Amendment No. 3 to the 2012 Credit Agreement, which revised certain financial covenant ratios, lowered capital expenditure limits for 2013 and 2014, granted waivers for any failure to comply with the financial covenants for the quarter ended September 30, 2013, and limited the payment of interest to certain Former SAE stockholders under the Corporation’s $17,500 note payable to Former SAE common stockholders issued in connection with the Merger. | ||||||||
All amounts outstanding under the 2012 Credit Agreement were repaid on July 2, 2014 from proceeds of the Notes and the 2012 Credit Agreement was terminated. The repayment and termination of the 2012 Credit Agreement resulted in a $17,157 charge to loss on early extinguishment of debt in the year ended December 31, 2014. The charge consisted of prepayment penalties of $8,877, write-off of unamortized loan discount and issuance costs totaling $7,983, and legal fees of $297. | ||||||||
Notes Payable to Related Parties | ||||||||
Note Payable to Former SAE Common Stockholders | ||||||||
On June 24, 2013, as Merger consideration to the Former SAE common stockholders, the Corporation issued a $17,500 unsecured promissory note due June 24, 2023 to CLCH, the Former SAE stockholders' representative, bearing interest at the annual rate of 10.0%. At the date of issuance, the Corporation elected the fair value option for recording the note. As of the issuance date, the fair value of the promissory note was determined to be $11,775, utilizing a net present value approach based on a discount rate of 17.6%. In calculating the net present value, the Corporation used the average yield for similar instruments to determine the discount rate. The resulting change in fair value is reported in the results of operations under change in fair value of note payable to related parties. All amounts outstanding under the note payable to Former SAE common stockholders were repaid on July 2, 2014 from proceeds of the Notes, and the promissory note was cancelled. | ||||||||
In October 2013, CLCH, Seismic Management Holdings Inc. and Brent Whiteley entered into a waiver agreement with the Corporation, pursuant to which each agreed to allow the Corporation to defer payment of interest on the note payable to Former SAE common stockholders until such payments were permitted to be made under the 2012 Credit Agreement. Cumulative deferred interest payments totaling $2,007 were paid on July 2, 2014. | ||||||||
Notes Payable to Directors | ||||||||
Prior to the Merger, Eric S. Rosenfeld, the Corporation’s Chairman of the Board and Chief Executive Officer (director post-Merger), and David D. Sgro, the Corporation’s Chief Financial Officer and a director (director post-Merger), held non-interest bearing convertible promissory notes for working capital loans to the Corporation in principal amounts totaling $300 and $200, respectively. As of October 10, 2013, the convertible promissory notes were amended to extend the maturity date to December 31, 2013 and to allow the principal balance of the notes to be converted, at the holder’s option, to an aggregate of up to 1,000,000 warrants (the “Convertible Debt Warrants”). Each Convertible Debt Warrant was exercisable for one share of the Corporation's common stock either at a cash exercise price of $12.00 or on a cashless basis as defined in the warrant, at the holder’s option. On January 8, 2014, Messrs. Rosenfeld and Sgro elected to convert the full principal balance of the notes into warrants to purchase an aggregate of 1,000,000 shares of the Corporation's common stock, and tendered such warrants in a cashless transaction for an aggregate of 100,000 shares of the Corporation's common stock as part of the warrant exchange completed in February 2014 described in Note 10. | ||||||||
Notes Payable to CLCH | ||||||||
The Corporation entered into a loan agreement with CLCH on January 1, 2009 for a maximum credit line of $3,000, due on demand, and bearing interest at the annual rate of 8.5%. The outstanding balance of $53 at December 31, 2012 was paid in February 2013 and the agreement terminated. | ||||||||
Future Principal Payments for Notes Payable | ||||||||
Required future principal payments for notes payable outstanding at December 31, 2014 are as follows during the years ending December 31: | ||||||||
Amount | ||||||||
2015 | $ | 1,654 | ||||||
2016 | — | |||||||
2017 | — | |||||||
2018 | — | |||||||
2019 | 150,000 | |||||||
Thereafter | — | |||||||
Total | $ | 151,654 | ||||||
LEASES
LEASES | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Leases [Abstract] | ||||||||
LEASES | LEASES | |||||||
Capital Leases | ||||||||
The Corporation leases certain machinery and equipment under agreements that are classified as capital leases. As of December 31, 2014, the future minimum lease payments required under the capital leases and the present value of the net minimum lease payments for the years ending December 31 are as follows: | ||||||||
Amount | ||||||||
2015 | $ | 514 | ||||||
2016 | 144 | |||||||
2017 | 55 | |||||||
2018 | — | |||||||
2019 | — | |||||||
Thereafter | — | |||||||
Total minimum lease payments | 713 | |||||||
Less: amount representing interest | (68 | ) | ||||||
Present value of net minimum lease payments | 645 | |||||||
Less: current maturities of capital lease obligations | (460 | ) | ||||||
Long-term capital lease obligations | $ | 185 | ||||||
Assets recorded under capital leases and included in property and equipment in the Corporation’s consolidated balance sheets consist of the following at December 31, 2014 and 2013: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Field operating equipment | $ | 757 | $ | 2,062 | ||||
Vehicles | 403 | 437 | ||||||
Computer equipment | 235 | 292 | ||||||
Office equipment | 122 | 152 | ||||||
Total cost of property and equipment under capital leases | 1,517 | 2,943 | ||||||
Less: accumulated depreciation | (639 | ) | (1,280 | ) | ||||
Property under capital leases, net | $ | 878 | $ | 1,663 | ||||
Operating Leases | ||||||||
The Corporation has several noncancelable operating leases, primarily for office, warehouse space, and corporate apartments that are set to expire over the next five years. These leases generally contain renewal options for a one-year period and require the Corporation to pay all executory costs such as maintenance and insurance. Rental expense for operating leases for the years ended December 31, 2014 and 2013 was $53,351 and $1,880, respectively. | ||||||||
As of December 31, 2014, future minimum lease payments under noncancelable operating leases (with initial or remaining lease terms in excess of one year) for the years ending December 31 are as follows: | ||||||||
Amount | ||||||||
2015 | $ | 1,740 | ||||||
2016 | 1,529 | |||||||
2017 | 1,379 | |||||||
2018 | 1,361 | |||||||
2019 | 619 | |||||||
Thereafter | — | |||||||
Total future minimum lease payments | $ | 6,628 | ||||||
EARNINGS_PER_SHARE
EARNINGS PER SHARE | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ||||||||||||
EARNINGS PER SHARE | EARNINGS PER SHARE | |||||||||||
Basic earnings (loss) per share is computed by dividing net income (loss) attributable to the Corporation by the weighted average number of common shares outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) attributable to the Corporation by the weighted-average number of shares outstanding during each period and the assumed exercise of dilutive stock options and warrants less the number of treasury shares assumed to be purchased from the exercise proceeds using the average market price of the Corporation's common stock for each of the periods presented. | ||||||||||||
The computation of basic and diluted net loss per share for the years ended December 31, 2014 and 2013 is as follows: | ||||||||||||
Net Loss Attributable to Corporation | Shares | Per Share | ||||||||||
Year Ended December 31, 2014: | ||||||||||||
Basic loss per share | $ | (41,753 | ) | 14,697,061 | $ | (2.84 | ) | |||||
Effect of dilutive securities | — | — | — | |||||||||
Diluted loss per share | $ | (41,753 | ) | 14,697,061 | $ | (2.84 | ) | |||||
Year Ended December 31, 2013: | ||||||||||||
Basic loss per share | $ | (21,051 | ) | 10,010,492 | $ | (2.10 | ) | |||||
Effect of dilutive securities | — | — | — | |||||||||
Diluted loss per share | $ | (21,051 | ) | 10,010,492 | $ | (2.10 | ) | |||||
For the year ended December 31, 2014, warrants to purchase 581,807 shares of common stock were excluded from the calculation of diluted net loss per share since the $12.00 warrant exercise price was higher than the $7.92 average per share price during 2014. For the year ended December 31, 2013, warrants to purchase 14,000,000 shares of common stock and 1,000,000 warrants issuable upon conversion of notes payable to related parties, discussed further under "Warrant Exchange" in Note 10, were excluded from the calculation of dilutive net loss per share because their inclusion would have been anti-dilutive. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
INCOME TAXES | INCOME TAXES | |||||||
Income (loss) before income taxes attributable to U.S. (including its foreign branches) and foreign operations for the years ended December 31, 2014 and 2013 are as follows: | ||||||||
Years Ended December 31, | ||||||||
2014 | 2013 | |||||||
U.S. | $ | (50,154 | ) | $ | (6,159 | ) | ||
Foreign | 24,635 | (4,352 | ) | |||||
Total | $ | (25,519 | ) | $ | (10,511 | ) | ||
No income taxes are attributable to the noncontrolling interest. | ||||||||
The provision for income taxes shown in the consolidated statements of operations and comprehensive income (loss) consists of current and deferred expense (benefit) for the years ended December 31, 2014 and 2013 as shown in the following table: | ||||||||
Years Ended December 31, | ||||||||
2014 | 2013 | |||||||
Current income tax expense: | ||||||||
U.S. – federal and state | $ | 307 | $ | 1 | ||||
Foreign | 13,714 | 9,139 | ||||||
Total current income tax expense | 14,021 | 9,140 | ||||||
Deferred income tax expense (benefit): | ||||||||
U.S. – federal and state | — | 1,812 | ||||||
Foreign | (1,145 | ) | (457 | ) | ||||
Total deferred income tax expense (benefit) | (1,145 | ) | 1,355 | |||||
Total provision for income taxes | $ | 12,876 | $ | 10,495 | ||||
A reconciliation of the provision for income tax expense (benefit) expected at the U.S. federal statutory income tax rate to the effective income tax rate is as follows: | ||||||||
Years Ended December 31, | ||||||||
2014 | 2013 | |||||||
Expected income tax expense (benefit) at 35% | $ | (8,932 | ) | $ | (3,678 | ) | ||
IRC Section 956 deemed dividend | — | 5,645 | ||||||
Effects of expenses not deductible for tax purposes | 1,431 | 1,614 | ||||||
Tax effect of valuation allowance on deferred tax assets | 18,725 | 1,144 | ||||||
Taxes in lieu of income taxes | — | 3,126 | ||||||
Reduction in reserve for uncertain tax position | — | (329 | ) | |||||
Effects of differences between U.S. and foreign tax rates, net of federal benefit, and other | 1,652 | 2,973 | ||||||
Provision for income taxes | $ | 12,876 | $ | 10,495 | ||||
The net deferred tax assets as of December 31, 2014 and 2013 consist of the following: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Current deferred tax asset, net | $ | 520 | $ | 1,371 | ||||
Non-current deferred tax asset, net | 8,027 | 743 | ||||||
Current deferred tax liability, net | (587 | ) | (69 | ) | ||||
Non-current deferred tax liability, net | (5,731 | ) | (1,114 | ) | ||||
Net deferred tax asset | $ | 2,229 | $ | 931 | ||||
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2014 and 2013 are presented below: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Deferred tax assets: | ||||||||
Deferred charges | $ | 1,191 | $ | — | ||||
Deferred revenue | — | 1,206 | ||||||
Related party accrued expenses | — | 33 | ||||||
Deferred contract costs | — | 398 | ||||||
Other accruals | 1,774 | 581 | ||||||
Research and development credits | 2,406 | — | ||||||
Capital lease obligation | 124 | 240 | ||||||
Foreign tax credit and AMT credit carry forwards | 12,538 | 7,764 | ||||||
Financing costs | — | 334 | ||||||
Unrealized loss | 507 | 379 | ||||||
Property and equipment | 1,981 | 636 | ||||||
Net operating loss carry forwards | 13,749 | 3,590 | ||||||
Total deferred tax assets | 34,270 | 15,161 | ||||||
Less: valuation allowance | (25,723 | ) | (6,998 | ) | ||||
Total deferred tax assets, net | 8,547 | 8,163 | ||||||
Deferred tax liabilities: | ||||||||
Other receivables | (329 | ) | (69 | ) | ||||
Property and equipment | (5,416 | ) | (6,787 | ) | ||||
Foreign exchange gain | — | (61 | ) | |||||
Deferred contract costs | (258 | ) | — | |||||
Intangible assets | (315 | ) | (315 | ) | ||||
Total deferred tax liabilities | (6,318 | ) | (7,232 | ) | ||||
Net deferred tax assets | $ | 2,229 | $ | 931 | ||||
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Corporation has evaluated the available evidence and the likelihood of realizing the benefit of its net deferred tax assets. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. From its evaluation, the Corporation has concluded that based on the weight of available evidence, it is not more likely than not to realize the benefit of its deferred tax assets recorded in the United States, Malaysia, Brazil, Bolivia and Canada at December 31, 2014 and 2013. Accordingly, the Corporation had a valuation allowance totaling $25,723 and $6,998, respectively, at December 31, 2014 and 2013 for the deferred tax assets in United States, Canada, Malaysia and Brazil that more likely than not will not be realized. Should the factors underlying management’s analysis change, future valuation adjustments to the Corporation’s net deferred tax assets may be necessary. The valuation allowance was increased by $18,725 and $6,969, respectively, during the years ended December 31, 2014 and 2013. | ||||||||
The Corporation is subject to examination in all jurisdictions in which it operates. The Corporation is no longer subject to examination by the Internal Revenue Service or other foreign taxing authorities in which it files for years prior to 2010. | ||||||||
Foreign earnings are considered to be permanently reinvested in operations outside the United States and therefore the Corporation has not provided for U.S. income taxes on these unrepatriated foreign earnings. | ||||||||
Uncertain tax positions activity for the years ended December 31, 2014 and 2013 are shown below: | ||||||||
Years Ended December 31, | ||||||||
2014 | 2013 | |||||||
Unrecognized tax benefits, beginning balance | $ | — | $ | 329 | ||||
Additions for prior year tax positions | — | — | ||||||
Reductions for lapse in statute | — | (329 | ) | |||||
Unrecognized tax benefits, ending balance | $ | — | $ | — | ||||
The details of the Corporation’s tax attributes as of December 31, 2014 and 2013 are shown below: | ||||||||
December 31, | ||||||||
Net Operating Loss Carryforwards: | 2014 | 2013 | ||||||
United States | $ | 25,462 | $ | 5,563 | ||||
Canada | 2,750 | 440 | ||||||
Malaysia | 5,412 | 5,743 | ||||||
Brazil | 2,595 | — | ||||||
Others | 4,670 | 526 | ||||||
Total | $ | 40,889 | $ | 12,272 | ||||
December 31, | ||||||||
Foreign Tax Credits Carryforwards: | 2014 | 2013 | ||||||
United States | $ | 11,519 | $ | 6,938 | ||||
Canada | 641 | 515 | ||||||
United Kingdom | 356 | — | ||||||
Total | $ | 12,516 | $ | 7,453 | ||||
December 31, | ||||||||
Net Deferred Tax Assets (Liabilities): | 2014 | 2013 | ||||||
United States | $ | — | $ | — | ||||
Canada | 337 | (156 | ) | |||||
Colombia | 208 | 572 | ||||||
Malaysia | 429 | 1 | ||||||
Peru | 792 | 476 | ||||||
Others | 463 | 38 | ||||||
Total | $ | 2,229 | $ | 931 | ||||
The total amount of accrued interest and penalties included in accrued expenses as of December 31, 2014 and 2013 was $51 and $0, respectively. To the extent interest and penalties are assessed with respect to the uncertain tax positions, amounts accrued will be reflected as income tax expense. Interest and penalties recognized as expense amounted to $83 and $215 for the years ended December 31, 2014 and 2013, respectively. | ||||||||
Net Operating Losses | ||||||||
As of December 31, 2014, the Corporation had U.S. federal tax net operating loss (“NOLs”) carryforwards of approximately $25,462, which begin to expire in fiscal year 2031. These net operating loss carryforwards, subject to certain requirements and restrictions, including limitations on their use as a result of an ownership change in 2013, may be used to offset future taxable income and thereby reduce the Corporation’s U.S. federal income taxes otherwise payable. Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), imposes an annual limit on the ability of a corporation that undergoes an ownership change to use its net operating loss carry forwards to reduce its tax liability. Accordingly, the Corporation’s use of the net operating loss carryforwards and foreign tax credit carryforwards are limited to the applicable annual limitation amount. Management has estimated the annual Section 382 limitation to be approximately $3,735. As of December 31, 2014, only $3,044 are pre-merger NOLs, the remaining $22,418 NOL is not subject to the Section 382 limitation. | ||||||||
Repairs and Maintenance Regulations in the United States | ||||||||
In September 2013, the U.S. Internal Revenue Service (“IRS”) issued new regulations for capitalizing and deducting costs incurred to acquire, produce, or improve tangible property. These new regulations are effective in the U.S. for taxable years beginning on or after January 1, 2014; however, they are considered enacted as of the date of issuance. As a result of the new regulations, the Corporation is required to review its existing income tax accounting methods related to tangible property, and determine which, if any, income tax accounting method changes are required; whether the Corporation will file any income tax accounting method changes with its 2014 federal income tax return; and the potential financial statement impact. Because additional implementation guidance from the IRS is anticipated, the Corporation is in the process of reviewing its existing income tax accounting methods related to tangible property; however, the Corporation believes that certain of its historical income tax accounting policies may differ from what is prescribed in the new regulations. Based on the Corporation’s initial assessment, the new regulations will not have a material effect on the Corporation’s consolidated financial statements. |
WARRANTS
WARRANTS | 12 Months Ended | |
Dec. 31, 2014 | ||
Warrants and Rights Note Disclosure [Abstract] | ||
WARRANTS | WARRANTS | |
Trio Merger Corp. Warrants | ||
The Corporation sold warrants ("Trio Merger Corp. Warrants") for the purchase of an aggregate of 14,000,000 shares of the Corporation's common stock at the exercise price of $7.50 in the following transactions: | ||
• | In a private sale in February 2011, the Corporation sold 6,500,000 units, with each unit consisting of one share of common stock and one warrant, to the holders of the Corporation's common stock prior to its initial public offering ("Private Warrants"). | |
• | In a private sale in February 2011, the Corporation sold 600,000 warrants to EarlyBirdCapital, Inc., the representative of the underwriters for the Corporation’s initial public offering, and its designees ("Private Warrants"). | |
• | In its initial public offering in June 2011, the Corporation closed the sale of 6,000,000 units, with each unit consisting of one share of common stock and one warrant ("Public Warrants"). | |
• | Pursuant to an over-allotment option granted to the underwriters, the Corporation sold an additional 900,000 units in June 2011, with each unit consisting of one share of common stock and one warrant ("Public Warrants"). | |
The units, consisting of one share of common stock and one warrant, were mandatorily separated into their component parts effective March 26, 2012. The Corporation then could call the Public Warrants for redemption at $0.01 per warrant if the last sale price of the Corporation's common stock equals or exceeds $12.50 per share, for any 20 trading days within a 30 consecutive trading day period. If the Warrants are called for redemption, the Corporation will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis". The terms of the Private Warrants and Convertible Debt Warrants are identical to the Public Warrants, except that such warrants are exercisable for cash or on a “cashless basis,” at the holder’s option, and are not redeemable by the Corporation, in each case so long as the warrants are still held by the initial purchasers or their affiliates. | ||
Concurrent with the Closing of the Merger in June 2013, the Corporation, with the written consent of the majority of the holders of the then outstanding warrants, entered into an amendment to the warrant agreement with Continental Stock Transfer & Trust Company, as warrant agent for all Trio Merger Corp. and Convertible Debt 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 January 7, 2014, the Corporation commenced an offer to exchange the Trio Merger Corp. warrants for its common stock as discussed under Warrant Exchange below. After completion of the Warrant Exchange, 581,807 of the original Trio Merger Corp. Public Warrants remain outstanding and expire on June 24, 2016. As of December 31, 2014 and 2013, a total of 581,807 and 14,000,000 warrants, respectively, were outstanding. | ||
Convertible Debt Warrants | ||
As discussed in Note 6, the convertible promissory notes totaling $500 were amended as of October 10, 2013 to extend the maturity date to December 31, 2013 and to allow the principal balance of the notes to be converted, at the holder’s option, to an aggregate of 1,000,000 warrants. Each Convertible Debt Warrant was exercisable for one share of the Corporation's common stock either at a cash exercise price of $12.00 or on a cashless basis as defined in the warrant, at the holder’s option. On January 8, 2014, Messrs. Rosenfeld and Sgro elected to convert the full principal balance of the notes into warrants to purchase an aggregate of 1,000,000 shares of the Corporation's common stock, and tendered such warrants in a cashless transaction for an aggregate of 100,000 shares of the Corporation's common stock as part of the the Warrant Exchange discussed below. This transaction resulted in no gain or loss as the conversion feature was in the original convertible promissory notes agreements. | ||
Warrant Exchange | ||
On January 7, 2014, the Corporation commenced an offer to exchange all outstanding Trio Merger Corp. and Convertible Debt warrants for shares of its common stock in a cashless transaction (“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 of the 15,000,000 warrants outstanding were tendered and accepted for exchange. On February 14, 2014, the Corporation issued 1,441,813 shares of common stock and paid $52 cash in lieu of fractional shares in exchange for such tendered warrants. | ||
Former SAE Warrants | ||
Two classes of liability warrants were issued in 2012 convertible into an aggregate of 2% of Former SAE’s common stock deemed outstanding at the time of the exercise, including any securities or contracts of a dilutive nature, whether or not exercisable at the time of the determination. The fair value of the warrants issued was based on a third party valuation which used an income and market approach weighted for a merger or sale. The warrants have an exercise price of $0.01 a share. | ||
The lenders pursuant to the senior credit facility hold warrants totaling 1% of Former SAE’s common stock deemed outstanding that have a cash settlement provision or “put option” that allows the warrant holders to ask for the fair value in cash once the debt is repaid. These warrants are exercisable at any time by the holders. The remaining warrant is for 1% of SAE common stock deemed outstanding and does not have a cash settlement provision. This warrant is exercisable at any time at the option of the holder or at the option of Former SAE, and is not automatically exercised in connection with a reorganization, merger, sale or similar transaction. | ||
The Former SAE warrants remain outstanding as a contractual obligation to receive their allocable portion of the Merger consideration. This allocable portion of Merger consideration was determined upon consummation of the Merger and the allocable portion of shares included in the Merger consideration, into which the warrants are convertible are being held in escrow as of December 31, 2014 as discussed in Note 3. |
STOCKHOLDERS_EQUITY_Notes
STOCKHOLDERS' EQUITY (Notes) | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY |
Preferred Stock | |
The Corporation is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Corporation’s Board of Directors. As of December 31, 2014, there are no shares of preferred stock issued or outstanding. | |
Common Stock | |
The Corporation is authorized to issue 55,000,000 shares of common stock with a par value of $0.0001 per share. As of December 31, 2014, a total of 14,922,497 shares were issued and outstanding. | |
Conversion of Exchangeable Shares | |
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 Corporation’s common stock that were released from the Merger Consideration Escrow. The exchanged shares of 1623739 Alberta Ltd. are no longer outstanding. | |
Share-Based Compensation | |
The Former SAE 2012 Stock Compensation Plan was established effective November 20, 2012 with the consent of the Former SAE’s stockholders and board of directors. The plan provided for the issuance of either restricted stock or incentive stock options up to a maximum of 125,020 shares. In 2012, 111,691 restricted shares were issued to certain employees of Former SAE, with five-year cliff vesting based on the anniversary date of the grant, of which 1,500 shares were forfeited in 2013. Prior to the Merger, Former SAE’s board of directors approved the full vesting of the 111,691 restricted shares. The 2012 Stock Compensation Plan terminated upon consummation of the Merger. Share-based compensation expense of $1,098 was recorded for the 2012 Stock Compensation Plan during the year ended December 31, 2013. | |
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 December 31, 2014, no shares have been issued under the plan. | |
On November 1, 2013, the Corporation’s non-employee director share incentive plan (“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, of which 321,980 shares remain for issuance as of December 31, 2014. During 2014, 51,948 restricted shares were issued under the plan which vested immediately upon issuance, resulting in share-based compensation expense of $200 for the year ended December 31, 2014. The restricted shares granted and vested had a weighted-average grant date fair value of $3.85. During 2013, 26,072 restricted shares were issued under the plan which vested immediately upon issuance, resulting in share-based compensation expense of $200 for the year ended December 31, 2013. The restricted shares granted and vested had a weighted-average grant date fair value of $7.67. Share-based compensation expense for the 2013 Non-Employee Director Plan is reported under selling, general and administrative expense. |
NONCONTROLLING_INTEREST
NONCONTROLLING INTEREST | 12 Months Ended |
Dec. 31, 2014 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTEREST | NOTE 12 — NONCONTROLLING INTEREST |
Effective November 19, 2012, an agreement was entered into between a subsidiary of the Corporation and Kuukpik Corporation (“Kuukpik”) to form a separate legal entity (“Joint Venture”) for the purpose of performing contracts for the acquisition and development of geophysical and seismic data and for geophysical and seismic services and any and all related work anywhere on the north slope of Alaska (onshore or offshore) for a period of five years. The Corporation and Kuukpik’s percentage ownership interest in the Joint Venture are 49.0% and 51.0%, respectively. The sole source of revenue of the Joint Venture is contracts performed by the Corporation. Pre-award costs incurred on potential contracts by Kuukpik and the Corporation are absorbed by each party and not by the Joint Venture. The Joint Venture receives 10% of gross revenues of all contracts performed by the Corporation, which is distributed to Kuukpik and the Corporation based on their relative ownership percentages. Risk of loss on a contract, including credit risk, is the Corporation's sole responsibility. Based on its power to influence the significant business activities of the Joint Venture and its responsibility to absorb contract losses, the Corporation was determined to be the primary beneficiary under GAAP and as such consolidates the Joint Venture. The results of the Joint Venture are combined with the Corporation and all intercompany transactions are eliminated upon consolidation. Amounts reflected for the Joint Venture in the consolidated financial statements consist of the balances reported under net income attributable to noncontrolling interest for the years ended December 31, 2014 and 2013 and noncontrolling interest on the December 31, 2014 and 2013 balance sheets. |
EMPLOYEE_BENEFITS
EMPLOYEE BENEFITS | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
EMPLOYEE BENEFITS | EMPLOYEE BENEFITS |
The Corporation offers a Retirement Registered Saving Plan for all eligible employees of its Canadian operations. The Corporation matches each employee’s contributions up to the maximum allowed under the plan or until the Canada Revenue Agency annual limit is reached. For the years ended December 31, 2014 and 2013, respectively, the Corporation expensed matching contributions totaling of $327 and $338, respectively. | |
The Corporation offers a 401(k) Plan for all eligible employees of its U.S. operations. The Corporation matches each employee’s contributions up to the maximum allowed under the plan. For the years ended December 31, 2014 and 2013, the Corporation expensed matching contributions totaling $169 and $72, respectively. |
GEOGRAPHIC_AND_RELATED_INFORMA
GEOGRAPHIC AND RELATED INFORMATION | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||
GEOGRAPHIC AND RELATED INFORMATION | GEOGRAPHIC AND RELATED INFORMATION | |||||||||||||||
A summary of revenues and identifiable assets by geographic areas for 2014 and 2013 are as follows: | ||||||||||||||||
Revenues from Services | Identifiable Assets | |||||||||||||||
Years Ended December 31, | December 31, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
North America: | ||||||||||||||||
United States | $ | 107,515 | $ | 29,335 | $ | 68,118 | $ | 41,929 | ||||||||
Canada | 20,289 | 73,863 | 5,722 | 7,919 | ||||||||||||
Total | 127,804 | 103,198 | 73,840 | 49,848 | ||||||||||||
South America: | ||||||||||||||||
Peru | 117,829 | 44,637 | 3,448 | 1,581 | ||||||||||||
Colombia | 68,415 | 60,159 | 7,877 | 13,101 | ||||||||||||
Bolivia | 60,080 | 7,016 | 558 | 1,127 | ||||||||||||
Other | 11,942 | 210 | 134 | 40 | ||||||||||||
Total | 258,266 | 112,022 | 12,017 | 15,849 | ||||||||||||
Southeast Asia | 750 | 30,048 | 1,092 | 2,287 | ||||||||||||
Consolidated | $ | 386,820 | $ | 245,268 | $ | 86,949 | $ | 67,984 | ||||||||
Total excluding United States | $ | 279,305 | $ | 215,933 | $ | 18,831 | $ | 26,055 | ||||||||
Revenues are presented based on the location of the services provided. Identifiable assets include property and equipment, intangible assets and goodwill. | ||||||||||||||||
A summary of customers with revenues or accounts receivable in excess of 10% of the consolidated total for 2014 and 2013 is as follows: | ||||||||||||||||
Revenues from Services | Accounts Receivable, Net | |||||||||||||||
Years Ended December 31, | December 31, | |||||||||||||||
Amount | % of Consolidated | Amount | % of Consolidated | |||||||||||||
2014 | ||||||||||||||||
Customer A | $ | 131,756 | 34% | $ | 10,763 | 15% | ||||||||||
Customer B | $ | 49,917 | 13% | $ | 25,128 | 34% | ||||||||||
Customer C | $ | 9,465 | 13% | |||||||||||||
Customer D | $ | 7,360 | 10% | |||||||||||||
2013 | ||||||||||||||||
Customer E | $ | 48,400 | 20% | |||||||||||||
Customer F | $ | 78,400 | 32% | $ | 21,100 | 52% | ||||||||||
Customer G | $ | 5,300 | 13% | |||||||||||||
FINANCIAL_INSTRUMENTS
FINANCIAL INSTRUMENTS | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
FINANCIAL INSTRUMENTS | FINANCIAL INSTRUMENTS | |||||||||||||||
Corporation financial instruments measured at fair value on a recurring basis are as follows: | ||||||||||||||||
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 related parties – Former SAE common stockholders: | ||||||||||||||||
Balance at December 31, 2013 | $ | 12,406 | $ | — | $ | — | $ | 12,406 | ||||||||
Realized loss | 5,094 | — | — | 5,094 | ||||||||||||
Repayment of notes | (17,500 | ) | — | — | (17,500 | ) | ||||||||||
Balance at December 31, 2014 | $ | — | $ | — | $ | — | $ | — | ||||||||
Balance at June 24, 2013 | $ | 11,775 | $ | — | $ | — | $ | 11,775 | ||||||||
Unrealized loss | 631 | — | — | 631 | ||||||||||||
Balance at December 31, 2013 | $ | 12,406 | $ | — | $ | — | $ | 12,406 | ||||||||
From issuance on June 24, 2013 through March 31, 2014, the fair value of the note payable to related parties – Former SAE common stockholders was derived using the net present value of expected cash flow discounted using a rate based on yield curves for similar U.S. Dollar debt instruments adjusted for the specific terms of the note payable to related parties – Former SAE common stockholders and other factors such as the Corporation’s own cost of capital in recent financing transactions. Under this methodology, an unrealized loss of $631 was reported under change in fair value of note payable to related parties for the year ended December 31, 2013. Beginning June 30, 2014, the fair value of note payable to related parties – Former SAE stockholders was derived based on a probability weighted approach including consideration of the risk of refinancing, resulting in an unrealized loss of $5,094 reported under change in fair value of note payable to related parties. On July 2, 2014, the note payable to related parties – Former SAE stockholders were refinanced, resulting in their repayment and termination, and the realization of the loss previously recorded. | ||||||||||||||||
Corporation financial instruments recorded at historical cost consist of the Notes, notes payable under the 2012 Credit Agreement, and notes payable to related parties – directors. The Notes were issued on July 2, 2014. At December 31, 2014, the carrying value of the Notes was $150,000 and the estimated fair value was $93,375. The fair value is determined by a market approach using dealer quoted period-end bond prices. This instrument is classified as Level 2 as valuation inputs for fair value measurements are dealer quoted market prices at December 31, 2014 obtained from independent third party sources. However, no assurance can be given that the fair value would be the amount realized in an active market exchange. | ||||||||||||||||
At December 31, 2013, the carrying value of notes payable under the 2012 Credit Agreement, net of discount, was $80,688 and the estimated fair value was $78,721. The fair value as of December 31, 2013 was derived using the net present value of expected cash flow discounted based on yields for similar U.S. Dollar debt instruments adjusted for the specific terms of the credit agreement and other factors. This instrument is classified as Level 3 since the fair value is principally based on a valuation model supported by little market activity. On July 2, 2014, the notes payable under the 2012 Credit Agreement were repaid with proceeds from issuance of the Notes. | ||||||||||||||||
At December 31, 2013, the carrying value of notes payable to related parties – directors, was $500 and the estimated fair value was $886. The fair value as of December 31, 2013 was derived using the net present value of expected cash flow discounted based on yields for similar U.S. Dollar debt instruments adjusted for the specific terms of the notes and other factors. This instrument is classified as Level 3 since the fair value is principally based on a valuation model supported by little market activity. The holders of the notes elected to convert the full principal balance of the notes into warrants which were tendered in a cashless exchange for the Corporation's common stock as part of the Warrant Exchange completed in February 2014. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Related Party Transactions [Abstract] | ||||||||
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS | |||||||
The following related party transactions occurred during the years ended December 31, 2014 and 2013 and are primarily related to the Merger on June 24, 2013 or events prior to the Merger. See Note 3 for further details on the Merger. All positions and directorships referenced below are with the Corporation unless otherwise indicated. | ||||||||
Immediately prior to the Merger, Former SAE distributed dividends to the Former SAE common stockholders, including dividends to CLCH, LLC (“CLCH”), which is controlled by Jeff Hastings, Executive Chairman of the Board and Director, and to Seismic Management, LLP (“Seismic”), which is controlled by Brian A. Beatty, Chief Executive Officer, President and Director, in the amount of $2,923 and $5,009, respectively. Brent Whiteley, Chief Financial Officer, General Counsel and Secretary and a Director, Mike Scott, Executive Vice President-Operations, and Darrin Silvernagle, Executive Vice President-Marine, received dividends of $442, $69 and $25, respectively. | ||||||||
In connection with the Merger, the outstanding Series A Convertible Preferred Stock of Former SAE (the “Preferred Shares”) owned by CLCH, was redeemed for $5,000 and retired. The following table represents the cumulative dividends on the Preferred Shares accrued and paid to CLCH as recorded in accrued liabilities for the years ended December 31, 2014 and 2013: | ||||||||
2014 | 2013 | |||||||
Unpaid balance at January 1 | $ | 1,072 | $ | 894 | ||||
Accrual | — | 5,262 | ||||||
Payment | (1,072 | ) | (5,084 | ) | ||||
Unpaid balance at December 31 | $ | — | $ | 1,072 | ||||
In connection with the Merger, CLCH, which was the majority stockholder of Former SAE, and Seismic, received aggregate Merger cash consideration of $8,803 and $1,392, respectively. Mr. Whiteley, Mr. Scott and Mr. Silvernagle received aggregate Merger cash consideration at Closing of $331, $52 and $38, respectively. | ||||||||
In connection with the Merger, the Corporation issued a promissory note in the principal amount of $17,500 to CLCH, as a representative of the Former SAE common stockholders, as Merger consideration to the Former SAE common stockholders as discussed further in Note 6. The promissory note was repaid with interest on July 2, 2014, at which time principal and interest in the amount of $9,873, $3,581, $853, $127 and $93 was received by CLCH, Seismic, Mr. Whiteley, Mr. Scott, and Mr. Silvernagle, respectively. | ||||||||
Prior to the Merger, the Corporation reimbursed officers and directors for reasonable out-of-pocket business expenses incurred in connection with certain activities on its behalf such as identifying and investigating possible target businesses and business combinations. As of June 24, 2013, the founding stockholders were reimbursed an aggregate of approximately $28 for out-of-pocket business expenses incurred by them in connection with activities on the Corporation's behalf. | ||||||||
Prior to the Merger, Crescendo Advisors II, LLC, an affiliate of Eric S. Rosenfeld, Chairman of the Board and Chief Executive Officer prior to the Merger and now a Director, made available certain general and administrative services, including office space, utilities and administrative support, as required from time to time. Crescendo Advisors II, LLC was paid $58 in 2013 for these services. Mr. Rosenfeld is the majority owner of Crescendo Advisors II, LLC. Payment of these fees ended upon consummation of the Merger. | ||||||||
Prior to the Merger, Mr. Rosenfeld and David D. Sgro, Chief Financial Officer and a Director prior to the Merger and currently a Director, held convertible promissory notes for working capital advanced to the Corporation in the amounts of $300 and $200, respectively, as discussed further in Note 6. On January 8, 2014, Messrs. Rosenfeld and Sgro elected to convert the full principal balance of the notes into warrants to purchase an aggregate of 1,000,000 shares of the Corporation's common stock, and tendered such warrants in a cashless exchange for an aggregate of 100,000 shares of the Corporation's common stock as part of the Warrant Exchange completed in February 2014 as discussed in Note 10. | ||||||||
Prior to the Merger, Mr. Hastings, individually and through CLCH, periodically paid expenses on behalf of Former SAE, which Former SAE reimbursed on a dollar-for-dollar basis as cash became available. During the period ended June 24, 2013, Former SAE reimbursed Mr. Hastings approximately $192 and Mr. Beatty approximately $69 in the aggregate for expenses incurred on behalf of Former SAE. Subsequent to the Merger, expenses were reimbursed as incurred based on expense reports submitted in accordance with Corporation policy. | ||||||||
On January 1, 2009, Former SAE entered into a revolving credit agreement with CLCH, which provided for a credit line to Former SAE for working capital purposes of up to $3,000. Amounts outstanding under this credit agreement bore interest at a rate of 8.5% per annum and were payable on demand. During 2013, Former SAE made payments of principal and interest to CLCH of $53 in the aggregate. On February 7, 2013, the loan was repaid in full and the line was closed. | ||||||||
Former SAE leased seismic equipment from Encompass LLP ("Encompass") and Seismic, pursuant to lease agreements executed in 2010. Mr. Beatty, together with his wife, owns a controlling interest in Encompass and owns all of the outstanding partnership interests in Seismic. The leases could be terminated by any party at any time. No rent was payable or paid under the lease agreements to Encompass and Seismic during the years ended December 31, 2014 and 2013. Former SAE purchased leased equipment in the amount of approximately $1,483 during the year ended December 31, 2013 from Encompass and Seismic. | ||||||||
Mr. Whiteley owned 50,000 shares of restricted stock of Former SAE that were issued on November 26, 2012, pursuant to Former SAE’s 2012 Stock Compensation Plan. As issued, the restricted shares were scheduled to vest on the fifth anniversary of the date of issuance. Mr. Whiteley had the right to dividends and to vote the shares of restricted stock before they vested. The Former SAE Board of Directors, in its discretion, elected to accelerate vesting of all restricted shares prior to the Merger, including those of Mr. Whiteley and, upon the Merger, such shares were converted into the right to receive the merger consideration payable to holders of Former SAE common stock under the Merger Agreement. The 50,000 shares of Former SAE restricted stock were exchanged for 284,965 shares of the Corporation's common stock upon the completion of the Merger. | ||||||||
Three of the Corporation’s directors, Messrs. Rosenfeld, Sgro and Monahan, have registration rights for some portion of the shares of its common stock owned by them that they originally purchased in the initial private offering of common stock as set forth in a registration rights agreement dated June 20, 2011. As of June 24, 2014, holders of a majority of the initially issued shares have the right to demand up to two registration rights, and holders of such initial shares have piggy-back rights on any offering of the Corporation's common stock or securities exercisable or exchangeable for its common stock. CLCH, pursuant to a registration rights agreement dated June 24, 2013, has one right to demand registration of its shares of the Corporation's common stock that it acquired in the Merger, and has similar piggy-back rights to those held by Messrs. Rosenfeld, Sgro and Monahan. The Corporation will bear the expenses incurred in connection with any registration statement filed as a result of the exercise of any demand registration rights. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES |
On August 14, 2013, a former investment banker for the Corporation filed a lawsuit in Canada seeking damages for alleged entitlement to a success fee. On July 24, 2014, the Corporation entered into an agreement to settle the disputed fees resulting in a charge of $657 to selling, general and administrative expenses for the year ended December 31, 2014. | |
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 final outcome of such legal proceedings cannot be predicted with certainty, the Corporation believes the final outcome will not have a materially adverse effect on its financial position, results of operations, or cash flows. |
CONDENSED_CONSOLIDATING_FINANC
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ||||||||||||||||||||
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | CONDENSED CONSOLIDATING FINANCIAL INFORMATION | |||||||||||||||||||
In July 2014, the Corporation sold $150,000 of its Notes due in 2019. The Notes were issued by SAExploration Holdings, Inc. and are guaranteed by its 100% owned U.S. subsidiaries: SAExploration Sub, Inc.; SAExploration, Inc.; NES LLC; and SAExploration Seismic Services (U.S.), Inc. (“the Guarantors”). The Guarantors have fully and unconditionally guaranteed the payment obligations of SAExploration Holdings, Inc. on a joint and several basis with respect to these debt securities. As of December 31, 2014, foreign branches of the Guarantors in Bolivia, Colombia and Peru have been reorganized as 100% owned foreign subsidiaries of SAExploration, Inc. and are reported under "Other Subsidiaries" in the condensed consolidated financial statements for all periods presented. | ||||||||||||||||||||
The following condensed consolidating financial information presents the results of operations, financial position and cash flows for: | ||||||||||||||||||||
• | SAExploration Holdings, Inc. (Reflects investments in subsidiaries utilizing the equity method of accounting. The equity in earnings of subsidiaries is recognized for the period beginning after the Closing of the Merger on June 24, 2013 discussed in Note 3). | |||||||||||||||||||
• | Guarantor subsidiaries (Reflects investments in subsidiaries utilizing the equity method of accounting). | |||||||||||||||||||
• | All other subsidiaries of SAExploration Holdings, Inc. that are not Guarantors. | |||||||||||||||||||
• | The consolidating adjustments necessary to present SAExploration Holdings, Inc. and subsidiaries' financial statements on a consolidated basis. | |||||||||||||||||||
The condensed consolidating financial information should be read in conjunction with the accompanying consolidated financial statements and notes. | ||||||||||||||||||||
December 31, 2014 | ||||||||||||||||||||
Balance Sheet | SAExploration Holding, Inc. | The Guarantors | Other Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||
ASSETS | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 7,289 | $ | 5,033 | $ | — | $ | 12,322 | ||||||||||
Restricted cash | — | — | 723 | — | 723 | |||||||||||||||
Accounts receivable, net | 70 | 1,871 | 71,643 | — | 73,584 | |||||||||||||||
Deferred costs on contracts | — | 3,626 | 1,005 | — | 4,631 | |||||||||||||||
Prepaid expenses and other current assets | 31 | 536 | 16,470 | — | 17,037 | |||||||||||||||
Deferred income tax assets | — | (255 | ) | 775 | — | 520 | ||||||||||||||
Total current assets | 101 | 13,067 | 95,649 | — | 108,817 | |||||||||||||||
Property and equipment, net | — | 61,292 | 15,804 | — | 77,096 | |||||||||||||||
Investment in subsidiaries | (14,245 | ) | 80,003 | 3,510 | (69,268 | ) | — | |||||||||||||
Intercompany receivables | 126,466 | — | — | (126,466 | ) | — | ||||||||||||||
Intangible assets, net | — | — | 1,050 | — | 1,050 | |||||||||||||||
Goodwill | — | — | 1,977 | — | 1,977 | |||||||||||||||
Deferred loan issuance costs, net | 6,022 | 804 | — | — | 6,826 | |||||||||||||||
Deferred income tax assets | 15 | 5,046 | 2,966 | — | 8,027 | |||||||||||||||
Other assets | — | — | — | — | — | |||||||||||||||
Total assets | $ | 118,359 | $ | 160,212 | $ | 120,956 | $ | (195,734 | ) | $ | 203,793 | |||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||
Accounts payable | $ | — | $ | 9,429 | $ | 24,826 | $ | — | $ | 34,255 | ||||||||||
Accrued liabilities | 7,519 | 1,206 | 2,177 | — | 10,902 | |||||||||||||||
Income and other taxes payable | — | 42 | 20,219 | — | 20,261 | |||||||||||||||
Accrued payroll liabilities | — | 1,386 | 7,266 | — | 8,652 | |||||||||||||||
Equipment note payable | — | 1,654 | — | — | 1,654 | |||||||||||||||
Current portion of capital leases | — | 49 | 411 | — | 460 | |||||||||||||||
Deferred revenue | — | — | 187 | — | 187 | |||||||||||||||
Deferred income tax liabilities | — | (1,275 | ) | 1,862 | — | 587 | ||||||||||||||
Total current liabilities | 7,519 | 12,491 | 56,948 | — | 76,958 | |||||||||||||||
Senior secured notes payable | 150,000 | — | — | — | 150,000 | |||||||||||||||
Long-term portion of capital leases | — | 96 | 89 | — | 185 | |||||||||||||||
Intercompany payables | — | 66,006 | 60,460 | (126,466 | ) | — | ||||||||||||||
Deferred income tax liabilities | — | 5,440 | 291 | — | 5,731 | |||||||||||||||
Total liabilities | 157,519 | 84,033 | 117,788 | (126,466 | ) | 232,874 | ||||||||||||||
Stockholders’ equity: | ||||||||||||||||||||
Common stock | 2 | — | — | — | 2 | |||||||||||||||
Additional paid-in capital | 28,185 | 43,861 | 17,493 | (61,354 | ) | 28,185 | ||||||||||||||
Retained earnings (accumulated deficit) | (67,347 | ) | 28,960 | (9,963 | ) | (7,914 | ) | (56,264 | ) | |||||||||||
Accumulated other comprehensive loss | — | — | (4,362 | ) | — | (4,362 | ) | |||||||||||||
Total stockholders’ equity attributable to the Corp. | (39,160 | ) | 72,821 | 3,168 | (69,268 | ) | (32,439 | ) | ||||||||||||
Noncontrolling interest | — | 3,358 | — | — | 3,358 | |||||||||||||||
Total stockholders’ equity (deficit) | (39,160 | ) | 76,179 | 3,168 | (69,268 | ) | (29,081 | ) | ||||||||||||
Total liabilities and stockholders’ equity (deficit) | $ | 118,359 | $ | 160,212 | $ | 120,956 | $ | (195,734 | ) | $ | 203,793 | |||||||||
December 31, 2013 | ||||||||||||||||||||
Balance Sheet | SAExploration Holding, Inc. | The Guarantors | Other Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||
ASSETS | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 3,389 | $ | 13,962 | $ | — | $ | 17,351 | ||||||||||
Restricted cash | — | — | 638 | — | 638 | |||||||||||||||
Accounts receivable, net | — | 888 | 40,040 | — | 40,928 | |||||||||||||||
Deferred costs on contracts | — | 463 | 2,727 | — | 3,190 | |||||||||||||||
Prepaid expenses and other current assets | — | 394 | 4,225 | — | 4,619 | |||||||||||||||
Deferred income tax assets | — | 849 | 522 | — | 1,371 | |||||||||||||||
Total current assets | — | 5,983 | 62,114 | — | 68,097 | |||||||||||||||
Property and equipment, net | — | 41,926 | 22,646 | — | 64,572 | |||||||||||||||
Investment in subsidiaries | 15,857 | 117,645 | — | (133,502 | ) | — | ||||||||||||||
Intercompany receivables | — | 16,731 | — | (16,731 | ) | — | ||||||||||||||
Intangible assets, net | — | — | 1,260 | — | 1,260 | |||||||||||||||
Goodwill | — | — | 2,150 | — | 2,150 | |||||||||||||||
Deferred loan issuance costs, net | — | 9,115 | — | — | 9,115 | |||||||||||||||
Deferred income tax assets | — | 10 | 733 | — | 743 | |||||||||||||||
Other assets | 13 | — | — | — | 13 | |||||||||||||||
Total assets | $ | 15,870 | $ | 191,410 | $ | 88,903 | $ | (150,233 | ) | $ | 145,950 | |||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||
Accounts payable | $ | — | $ | 4,116 | $ | 12,395 | $ | — | $ | 16,511 | ||||||||||
Accrued liabilities | 681 | 1,164 | 1,279 | — | 3,124 | |||||||||||||||
Income and other taxes payable | 35 | (3,753 | ) | 10,791 | — | 7,073 | ||||||||||||||
Accrued payroll liabilities | — | 490 | 4,007 | — | 4,497 | |||||||||||||||
Current portion of credit agreement borrowings | — | 800 | — | — | 800 | |||||||||||||||
Current portion of capital leases | — | 39 | 446 | — | 485 | |||||||||||||||
Notes payable to related parties | 500 | — | — | — | 500 | |||||||||||||||
Deferred revenue | — | 4,775 | 3,152 | — | 7,927 | |||||||||||||||
Deferred income tax liabilities | — | 69 | — | — | 69 | |||||||||||||||
Total current liabilities | 1,216 | 7,700 | 32,070 | — | 40,986 | |||||||||||||||
Long-term portion of credit agreement borrowings | — | 79,888 | — | — | 79,888 | |||||||||||||||
Notes payable to Former SAE stockholders | 12,406 | — | — | — | 12,406 | |||||||||||||||
Long-term portion of capital leases | — | 102 | 516 | — | 618 | |||||||||||||||
Intercompany payables | 355 | — | 16,376 | (16,731 | ) | — | ||||||||||||||
Deferred income tax liabilities | — | 749 | 365 | — | 1,114 | |||||||||||||||
Total liabilities | 13,977 | 88,439 | 49,327 | (16,731 | ) | 135,012 | ||||||||||||||
Stockholders’ equity: | ||||||||||||||||||||
Common stock | 2 | — | — | — | 2 | |||||||||||||||
Additional paid-in capital | 27,485 | 43,861 | 19,231 | (63,092 | ) | 27,485 | ||||||||||||||
Retained earnings (accumulated deficit) | (25,594 | ) | 59,065 | 22,428 | (70,410 | ) | (14,511 | ) | ||||||||||||
Accumulated other comprehensive loss | — | — | (2,083 | ) | — | (2,083 | ) | |||||||||||||
Total stockholders’ equity attributable to the Corp. | 1,893 | 102,926 | 39,576 | (133,502 | ) | 10,893 | ||||||||||||||
Noncontrolling interest | — | 45 | — | — | 45 | |||||||||||||||
Total stockholders’ equity (deficit) | 1,893 | 102,971 | 39,576 | (133,502 | ) | 10,938 | ||||||||||||||
Total liabilities and stockholders’ equity (deficit) | $ | 15,870 | $ | 191,410 | $ | 88,903 | $ | (150,233 | ) | $ | 145,950 | |||||||||
Year Ended December 31, 2014 | ||||||||||||||||||||
Income Statement | SAExploration Holding, Inc. | The Guarantors | Other Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||
Revenue from services | $ | — | $ | 107,514 | $ | 279,306 | $ | — | $ | 386,820 | ||||||||||
Cost of services | — | 95,462 | 235,667 | (519 | ) | 330,610 | ||||||||||||||
Gross profit | — | 12,052 | 43,639 | 519 | 56,210 | |||||||||||||||
Selling, general and administrative expenses | 418 | 10,504 | 28,621 | — | 39,543 | |||||||||||||||
Income (loss) from operations | (418 | ) | 1,548 | 15,018 | 519 | 16,667 | ||||||||||||||
Other expense, net | (11,230 | ) | (24,710 | ) | (5,727 | ) | (519 | ) | (42,186 | ) | ||||||||||
Equity in income (losses) of investments | (30,105 | ) | 17 | — | 30,088 | — | ||||||||||||||
Income (loss) before income taxes | (41,753 | ) | (23,145 | ) | 9,291 | 30,088 | (25,519 | ) | ||||||||||||
Provision (benefit) for income taxes | — | 3,602 | 9,274 | — | 12,876 | |||||||||||||||
Net income (loss) | (41,753 | ) | (26,747 | ) | 17 | 30,088 | (38,395 | ) | ||||||||||||
Less: net income attributable to noncontrolling interest | — | 3,358 | — | — | 3,358 | |||||||||||||||
Net income (loss) attributable to the Corporation | $ | (41,753 | ) | $ | (30,105 | ) | $ | 17 | $ | 30,088 | $ | (41,753 | ) | |||||||
Comprehensive net income (loss) | $ | (41,753 | ) | $ | (26,747 | ) | $ | (2,262 | ) | $ | 30,088 | $ | (40,674 | ) | ||||||
Less: comprehensive net income attributable to noncontrolling interest | — | 3,358 | — | — | 3,358 | |||||||||||||||
Comprehensive net income (loss) attributable to Corporation | $ | (41,753 | ) | $ | (30,105 | ) | $ | (2,262 | ) | $ | 30,088 | $ | (44,032 | ) | ||||||
Year Ended December 31, 2013 | ||||||||||||||||||||
Income Statement | SAExploration Holding, Inc. | The Guarantors | Other Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||
Revenue from services | $ | — | $ | 29,335 | $ | 215,933 | $ | — | $ | 245,268 | ||||||||||
Cost of services | — | 24,479 | 177,857 | — | 202,336 | |||||||||||||||
Gross profit | — | 4,856 | 38,076 | — | 42,932 | |||||||||||||||
Selling, general and administrative expenses | 353 | 12,361 | 21,963 | — | 34,677 | |||||||||||||||
Income (loss) from operations | (353 | ) | (7,505 | ) | 16,113 | — | 8,255 | |||||||||||||
Other expense, net | (1,553 | ) | (13,567 | ) | (3,646 | ) | — | (18,766 | ) | |||||||||||
Equity in income (losses) of investments | (23,688 | ) | 3,768 | — | 19,920 | — | ||||||||||||||
Income (loss) before income taxes | (25,594 | ) | (17,304 | ) | 12,467 | 19,920 | (10,511 | ) | ||||||||||||
Provision for income taxes | — | 1,796 | 8,699 | — | 10,495 | |||||||||||||||
Net income (loss) | (25,594 | ) | (19,100 | ) | 3,768 | 19,920 | (21,006 | ) | ||||||||||||
Less: net income attributable to noncontrolling interest | — | 45 | — | — | 45 | |||||||||||||||
Net income (loss) attributable to the Corporation | $ | (25,594 | ) | $ | (19,145 | ) | $ | 3,768 | $ | 19,920 | $ | (21,051 | ) | |||||||
Comprehensive net income (loss) | $ | (25,594 | ) | $ | (19,100 | ) | $ | 1,329 | $ | 19,920 | $ | (23,445 | ) | |||||||
Less: comprehensive net income attributable to noncontrolling interest | — | 45 | — | — | 45 | |||||||||||||||
Comprehensive net income (loss) attributable to Corporation | $ | (25,594 | ) | $ | (19,145 | ) | $ | 1,329 | $ | 19,920 | $ | (23,490 | ) | |||||||
Year Ended December 31, 2014 | ||||||||||||||||||||
Statement of Cash Flows | SAExploration Holding, Inc. | The Guarantors | Other Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||
Operating activities: | ||||||||||||||||||||
Net cash provided by (used in) operating activities | $ | 1,012 | $ | 6,036 | $ | (13,728 | ) | $ | (13,221 | ) | $ | (19,901 | ) | |||||||
Investing activities: | ||||||||||||||||||||
Purchase of property and equipment | — | (25,177 | ) | (3,026 | ) | — | (28,203 | ) | ||||||||||||
Capital contribution to affiliate | — | 5,253 | (3,515 | ) | (1,738 | ) | — | |||||||||||||
Proceeds from sale of property and equipment | — | 80 | 39 | — | 119 | |||||||||||||||
Net cash used in investing activities | — | (19,844 | ) | (6,502 | ) | (1,738 | ) | (28,084 | ) | |||||||||||
Financing activities: | ||||||||||||||||||||
Proceeds from issuance of senior secured notes | 150,000 | — | — | — | 150,000 | |||||||||||||||
Repayments of notes payable | (17,500 | ) | (82,159 | ) | — | — | (99,659 | ) | ||||||||||||
Payment of loan issuance costs | (6,691 | ) | (852 | ) | — | — | (7,543 | ) | ||||||||||||
Repayments of capital lease obligations | — | (88 | ) | (405 | ) | — | (493 | ) | ||||||||||||
Distribution to noncontrolling interest | — | (45 | ) | — | — | (45 | ) | |||||||||||||
Intercompany lending | (126,821 | ) | 101,924 | 24,897 | — | — | ||||||||||||||
Capital contribution from affiliate | — | — | (1,738 | ) | 1,738 | — | ||||||||||||||
Dividend payments on Former SAE preferred shares | — | (1,072 | ) | — | — | (1,072 | ) | |||||||||||||
Dividend payments on affiliate | — | — | (13,221 | ) | 13,221 | — | ||||||||||||||
Net cash provided by (used in) financing activities | (1,012 | ) | 17,708 | 9,533 | 14,959 | 41,188 | ||||||||||||||
Effects of exchange rate changes on cash and cash equivalents | — | — | 1,768 | — | 1,768 | |||||||||||||||
Net change in cash and cash equivalents | — | 3,900 | (8,929 | ) | — | (5,029 | ) | |||||||||||||
Cash and cash equivalents at the beginning of period | — | 3,389 | 13,962 | — | 17,351 | |||||||||||||||
Cash and cash equivalents at the end of period | $ | — | $ | 7,289 | $ | 5,033 | $ | — | $ | 12,322 | ||||||||||
Year Ended December 31, 2013 | ||||||||||||||||||||
Statement of Cash Flows | SAExploration Holding, Inc. | The Guarantors | Other Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||
Operating activities: | ||||||||||||||||||||
Net cash provided by (used in) operating activities | $ | (359 | ) | $ | (8,011 | ) | $ | 11,764 | $ | (431 | ) | $ | 2,963 | |||||||
Investing activities: | ||||||||||||||||||||
Purchase of property and equipment | — | (2,214 | ) | (8,896 | ) | — | (11,110 | ) | ||||||||||||
Net cash used in investing activities | — | (2,214 | ) | (8,896 | ) | — | (11,110 | ) | ||||||||||||
Financing activities: | ||||||||||||||||||||
Net proceeds from Merger | — | 34,785 | 492 | — | 35,277 | |||||||||||||||
Repayments of notes payable | — | (800 | ) | — | — | (800 | ) | |||||||||||||
Repayments of advances from related parties | — | (53 | ) | — | — | (53 | ) | |||||||||||||
Payment of loan issuance costs | — | (2,750 | ) | — | — | (2,750 | ) | |||||||||||||
Merger costs | — | (5,027 | ) | — | — | (5,027 | ) | |||||||||||||
Repayments of capital lease obligations | — | (36 | ) | (761 | ) | — | (797 | ) | ||||||||||||
Intercompany lending | 359 | (5,669 | ) | 5,310 | — | — | ||||||||||||||
Dividend payments on Former SAE common and preferred shares | — | (15,084 | ) | — | — | (15,084 | ) | |||||||||||||
Dividend payments to affiliates | — | — | (431 | ) | 431 | — | ||||||||||||||
Net cash provided by financing activities | 359 | 5,366 | 4,610 | 431 | 10,766 | |||||||||||||||
Effects of exchange rate changes on cash and cash equivalents | — | — | (989 | ) | — | (989 | ) | |||||||||||||
Net change in cash and cash equivalents | — | (4,859 | ) | 6,489 | — | 1,630 | ||||||||||||||
Cash and cash equivalents at the beginning of period | — | 8,248 | 7,473 | — | 15,721 | |||||||||||||||
Cash and cash equivalents at the end of period | $ | — | $ | 3,389 | $ | 13,962 | $ | — | $ | 17,351 | ||||||||||
SIGNIFICANT_ACCOUNTING_POLICIE1
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Principles of consolidation | Principles of Consolidation |
The accompanying consolidated financial statements include the accounts of SAExploration Holdings, Inc. and its wholly-owned subsidiaries as well as the variable interest entity discussed in Note 12 in which the Corporation is the primary beneficiary. 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 accounting principles generally accepted in the United States of America (“GAAP”). | |
Certain amounts in the consolidated balance sheet, consolidated statement of operations and consolidated statement of cash flows for the year ended December 31, 2013 and notes to consolidated financial statements presented herein have been reclassified to conform to the current period presentation. These reclassifications had no effect on net loss, comprehensive income (loss), stockholders' equity (deficit), or cash flows. | |
Use of Estimates | Use of Estimates |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management estimates and assumptions include, but are not limited to, accounting for contracts in process, allowance for doubtful accounts, useful lives for depreciation and amortization purposes, valuation of property and equipment, valuation of goodwill and intangible assets, deferred income taxes and income tax uncertainties, share-based compensation, warrants, and contingencies. While management believes current estimates are reasonable and appropriate actual results could differ materially from current estimates. | |
Significant Risks and Uncertainties | Significant Risks and Uncertainties |
The Corporation’s primary market risks include fluctuations in oil and gas commodity prices which affect demand for and pricing of services. Also, the Corporation conducts operations outside the United States, which exposes the Corporation to market risks from changes in exchange rates. All of the Corporation’s customers are involved in the oil and natural gas industry, which exposes the Corporation to credit risk because the customers may be similarly affected by changes in economic and industry conditions. Further, the Corporation generally provides services and extends credit to a relatively small group of key customers that account for a significant percentage of revenues and accounts receivable of the Corporation at any given time as discussed further in Note 14. Due to the nature of the Corporation’s contracts and customers’ projects, the largest customers can change from year to year and the largest customers in any year may not be indicative of the largest customers in any subsequent year. If any key customers were to terminate their contracts or fail to contract for future services due to changes in ownership or business strategy or for any other reason, the Corporation’s results of operations could be affected. | |
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. The Corporation has cash in banks which 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 December 31, 2014 and 2013, the balance of cash in subsidiaries outside of the United States totaled $5,032 and $13,962, respectively. | |
Restricted Cash | Restricted Cash |
Restricted cash consists primarily of cash collateral for performance guarantees, letters of credit and customs bonds. | |
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. Substantially all of the Corporation's accounts receivable at December 31, 2014 were from customers outside the United States. 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. | |
Revenue Recognition | Revenue Recognition |
The Corporation’s services are provided under master service agreements that set forth the respective obligations of the Corporation and its customers. A supplemental agreement is entered into for each data acquisition project which sets forth the terms of the specific project including the right of either party to cancel on short notice. 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, 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. Under contracts that require the customer to pay 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 under service contracts for which the revenue has not yet been earned, those costs are deferred on the balance sheet within deferred costs on contracts until the revenue is earned, at which point the costs are recognized as cost of services over the life of the contract, or the Corporation determines the costs are not recoverable, at which time they are 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 services. | |
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. | |
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 advance payments from customers related to equipment leasing. Deferred revenue of $187 and $7,927 at December 31, 2014 and 2013 consists primarily of advanced equipment leasing payments of $0 and $3,175, respectively, and payments related to mobilization and seismic services of $187 and $4,172, respectively. | |
Multiple-Element Arrangements | Multiple-Element Arrangements |
The Corporation evaluates each contract to determine if the contract is a multiple-element arrangement requiring different accounting treatments for varying components of the contract. If a contract is deemed to have separate units of accounting, the Corporation allocates arrangement consideration based on their relative selling price and the applicable revenue recognition criteria are considered separately for each of the separate units of accounting. The Corporation accounts for each contract element when the applicable criteria for revenue recognition have been met. During 2014 and 2013, the Corporation delivered both professional services and equipment under a lease arrangement. The equipment leased under the contracts is highly customized and specialized to perform specific surveying operations. The Corporation uses its best estimate of selling price when allocating multiple-element arrangement consideration. In estimating its selling price for the leased equipment, the Corporation considers the cost to acquire the equipment, the profit margin for similar arrangements, customer demand, effect of competitors on the Corporation’s equipment, and other market constraints. | |
Leases as Lessee | Lease Income |
As a result of the terms of its contracts, the Corporation may bill for the use of its equipment as part of the billing for its services. One of the Corporation’s contracts with a customer had such unique equipment needs that the equipment was separately listed and a composite rate established for all the equipment in the service contract. This contract reserves the use of this equipment solely for the customer for the first three years ending in 2014. The carrying value of leased equipment included in property and equipment as of December 31, 2014 and 2013 was $0 and $21,692, net of accumulated depreciation of $0 and $9,215, respectively. Equipment fee income, included in revenue, as a result of this contract was $3,175 and $8,184 for the years ended December 31, 2014 and 2013, respectively. | |
Leases as Lessee | |
The Corporation leases certain equipment and vehicles under lease agreements. The Corporation evaluates each lease to determine its appropriate classification as an operating or capital lease for financial reporting purposes. Any lease that does not meet the criteria for a capital lease is accounted for as an operating lease. Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the lease including any periods of free rent. The assets and liabilities under capital leases are recorded at the lower of the present value of the minimum lease payments or the fair market value of the related assets. Assets under capital leases are amortized using the straight-line method over the initial lease term. Amortization of assets under capital leases is included in depreciation expense. | |
Property and Equipment | Property and Equipment |
Property and equipment is capitalized at historical cost and depreciated over the useful life of the asset. Depreciation on property and equipment is calculated on the straight-line method over the estimated useful lives of the assets or the lesser of the lease term, as applicable. Management’s estimate of this useful life is based on circumstances that exist in the seismic industry and information available at the time of the purchase of the asset. Useful lives and residual values of property and equipment are reviewed on an ongoing basis considering the effect of events or changes in circumstances. Repairs and maintenance, which are not considered betterments and do not extend the useful life of the property, are charged to expense as incurred. When property and equipment are retired or otherwise disposed of the asset and accumulated depreciation or amortization are removed from the accounts and the resulting gain or loss is reflected in selling, general and administrative expenses. | |
Long-Lived Assets | Long-Lived Assets |
Long-lived assets, such as property and equipment, and purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Corporation first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying value. If the carrying value of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment loss is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. No long-lived assets were required to be tested for impairment during either 2014 or 2013. | |
Goodwill | Goodwill |
Goodwill represents the excess of purchase price over the fair value of the net assets acquired in the 2011 Datum Exploration Ltd. acquisition. All of the Corporation’s goodwill resides in its Canadian operations reporting unit ("Reporting Unit"). Changes in the carrying value of goodwill since 2011 are the result of foreign currency translation adjustments. | |
The Corporation is required to evaluate the carrying value of its goodwill at least annually for impairment, or more frequently if facts and circumstances indicate that it is more likely than not impairment has occurred. The Corporation first performs a qualitative assessment by evaluating relevant events or circumstances to determine whether it is more likely than not that the fair value of the Reporting Unit exceeds its carrying amount. If the Corporation is unable to conclude qualitatively that it is more likely than not that the Reporting Unit’s fair value exceeds its carrying value, it will then apply a two-step quantitative assessment. | |
First, the fair value of the Reporting Unit is compared to its carrying value. If the fair value exceeds the carrying value, goodwill is not impaired and no further testing is performed. The second step is performed if the carrying value exceeds the fair value. The implied fair value of the Reporting Unit’s goodwill must be determined and compared to the carrying value of the goodwill. If the carrying value of the Reporting Unit’s goodwill exceeds its implied fair value, an impairment loss equal to the difference will be recorded. The Corporation’s 2014 and 2013 evaluations of goodwill concluded that it was not impaired. | |
In determining the fair value of the Reporting Unit, the Corporation relied on the Income Approach and the Market Approach. Under the Income Approach, the fair value of a business unit is based on the discounted cash flows it can be expected to generate over its remaining life. The estimated cash flows are converted to their present value equivalent using an appropriate rate of return. Under the Market Approach, the fair value of the business is based on the Guideline Public Company (“GPC”) methodology using guideline public companies whose stocks are actively traded that were considered similar to the Corporation as of the valuation date. Valuation multiples for the GPCs were determined as of the valuation date and were applied to the Reporting Unit’s operating results to arrive at an estimate of value. | |
Intangible Assets | Intangible Assets |
Intangible assets represent customer relationships recorded at cost in connection with the 2011 Datum Exploration Ltd. acquisition. Intangible assets are amortized over their estimated useful lives of 13 years and recorded in selling, general and administrative expense. | |
Deferred Loan Issuance Costs | Deferred Loan Issuance Costs |
Deferred loan issuance costs are amortized over the term of the debt and recorded in interest expense using the effective interest method. | |
Income Taxes | Income Taxes |
Income taxes are accounted for under the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. This method also requires the recognition of future tax benefits for net operating loss (“NOL”) carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that includes the enactment date. The deferred tax asset is reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. | |
The Corporation's methodology for recording income taxes requires judgment regarding assumptions and the use of estimates, including the valuation of deferred tax assets, which can create a variance between actual results and estimates and could have a material impact on the provision or benefit for income taxes. In certain foreign jurisdictions, the local income tax rate may exceed the U.S. or Canadian statutory rates, and in many of those cases the Corporation receives a foreign tax credit for U.S. or Canadian purposes. In other foreign jurisdictions, the local income tax rate may be less than the U.S. or Canadian statutory rates. In other foreign jurisdictions the Corporation may be subject to a tax on revenues when the amount of tax liability would exceed that computed on net income before tax in the jurisdiction and, in such cases, the tax is treated as an income tax for accounting purposes. | |
The Corporation is required to file income tax returns in the United States (federal) and in various state and local jurisdictions, as well as in international jurisdictions. Uncertain tax positions and the related interest and penalties are provided for based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. Based on the Corporation’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Corporation’s current financial statements. | |
Foreign Exchange Gains and Losses | Foreign Exchange Gains and Losses |
The Corporation conducts operations outside the United States, which exposes the Corporation to market risks from changes in foreign exchange rates. The Corporation’s reporting currency is the U.S. dollar (“USD”). For foreign subsidiaries and branches using local currency as their functional currency, assets and liabilities are translated at exchange rates in effect at the balance sheet dates. Revenues and expenses of these foreign subsidiaries are translated at average exchange rates for the period. Equity is translated at historical rates, and the resulting cumulative foreign currency translation adjustments resulting from this process are reported as a component of accumulated other comprehensive income (loss), net of income taxes. Therefore, the USD value of these items in the financial statements fluctuates from period to period, depending on the value of the USD against these functional currencies. The foreign subsidiaries and branches using USD as their functional currency are Bolivia, Peru, Malaysia and Singapore. | |
Exchange gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved are included in the consolidated statements of operations as foreign exchange gain (losses). For the foreign subsidiaries and branches using USD as their functional currency, any local currency operations are re-measured to USD. The re-measurement of these operations is included in the consolidated statements of operations as foreign exchange gain (loss). | |
Share-Based Compensation | Share-Based Compensation |
The Corporation records the grant date fair value of share-based compensation arrangements as compensation cost using a straight-line method over the service period. | |
Contingencies | Contingencies |
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. | |
Comprehensive Income | Comprehensive Income |
Comprehensive income includes net income (loss) as currently reported and also considers the effect of additional economic events that are not required to be recorded in determining net income but rather reported as a separate component of stockholders’ equity. The Corporation reports foreign currency translation gains and losses as a component of other comprehensive income (loss). Foreign currency translation gains and losses are not presented net of income taxes because the earnings of the foreign subsidiaries are considered permanently invested abroad and therefore not subject to income taxes or the income tax benefit of foreign currency translation losses would be offset by a valuation allowance. | |
Variable Interest Entities | Variable Interest Entities |
The Corporation evaluates its joint venture and other entities in which it has a variable interest (a “VIE”), to determine if it has a controlling financial interest and is required to consolidate the entity as a result. The reporting entity with a controlling financial interest in the VIE will have both of the following characteristics: (i) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb the losses of the VIE that could potentially be significant to the VIE or the right to receive benefit from the VIE that could potentially be significant to the VIE. See the discussion on the Corporation’s joint venture in Note 12. | |
Fair Value Measurements | Fair Value Measurements |
The Corporation has certain assets and liabilities that are required to be measured and disclosed at fair value in accordance with GAAP. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. When an asset or liability is required to be measured at fair value, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs using a fair value hierarchy as follows: | |
Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets. | |
Level 2: Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. | |
Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. Measurement is based on prices or valuation models requiring inputs that are both significant to the fair value measurement and supported by little or no market activity. | |
The Corporation’s financial instruments include cash and cash equivalents, restricted cash, accounts receivable, other current assets, accounts payable and accrued liabilities. Due to their short-term maturities, the carrying amounts of these financial instruments approximate fair value at the respective balance sheet dates. The Corporation's financial instruments also include various issuances of notes payable. As of December 31, 2014 and 2013, the Corporation’s notes payable, with the exception at December 31, 2013 of the notes payable to related parties – Former SAE stockholders discussed below, are recorded at historical cost net of applicable discounts. | |
GAAP provides a fair value option election that allows companies an irrevocable election to use fair value as the initial and subsequent accounting measurement attribute for certain financial assets and liabilities. Entities are permitted to elect to measure eligible financial assets and liabilities at fair value on an ongoing basis. Changes in the fair value of items for which the fair value option has been elected are reported in earnings. The decision to elect the fair value option is determined on an instrument-by-instrument basis, which must be applied to an entire instrument, and not only specified risks, specific cash flows, or portions of that instrument, and is irrevocable once elected. Assets and liabilities measured at fair value are required to be reported separately from those instruments measured using another accounting method. | |
At December 31, 2013, notes payable to related parties – Former SAE stockholders were measured at fair value on a recurring basis. After their repayment in July 2014 and as of December 31, 2014, the Corporation does not have financial assets and liabilities measured at fair value on a recurring basis. | |
The Corporation's non-financial assets include goodwill, property and equipment, and other intangible assets, which are classified as Level 3 assets. These assets are measured at fair value on a nonrecurring basis as part of the Corporation's impairment assessments and as circumstances require. | |
Reportable Segment | Reportable Segment |
The chief operating decision maker regularly reviews financial data by country to assess performance and allocate resources, resulting in the conclusion that each country in which it operates represents a reporting unit. To determine its reportable segments, the Corporation evaluated whether and to what extent the reporting units should be aggregated. The evaluation included consideration of each reporting unit's services, types of customers, methods used to provide its services, and regulatory environment. The Corporation determined that its reporting units sold similar types of seismic data contract services to similar types of major non-U.S. and government owned/controlled oil and gas customers operating in a global market. The Corporation concluded that its seismic data contract services operations comprise one single reportable segment. | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements |
Revenue Recognition | |
In May 2014, the Financial Accounting Standards Board ("FASB") issued new guidance intended to change the criteria for recognition of revenue. The new guidance establishes a single revenue recognition model for all contracts with customers, eliminates industry specific requirements and expands disclosure requirements. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principal, an entity should apply the following five steps: (1) identify contracts with customers, (2) identify the performance obligations in the contracts, (3) determine the transaction price, (4) allocate the transaction price to the performance obligation in the contract, and (5) recognize revenue as the entity satisfies performance obligations. The amendments are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Corporation is currently evaluating what impact adoption of this guidance would have on its financial position, results of operations, cash flows and disclosures. | |
Share-Based Compensation | |
In June 2014, the FASB issued amended guidance on the accounting for certain share-based employee compensation awards. The amended guidance applies to share-based employee compensation awards that include a performance target that affects vesting when the performance target can be achieved after the requisite service period. These targets are to be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award and compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved. The amendments are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. The Corporation does not expect adoption will have a material impact on its financial position, results of operations, cash flows or disclosures. | |
Going Concern | |
In August 2014, the FASB issued guidance on disclosures of uncertainties about an entity's ability to continue as a going concern. The guidance requires management's evaluation of whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. This assessment must be made in connection with preparing financial statements for each annual and interim reporting period. Management's evaluation should be based on the relevant conditions and events that are known and reasonably knowable at the date the financial statements are issued. If conditions or events raise substantial doubt about the entity's ability to continue as a going concern, but this doubt is alleviated by management's plans, the entity should disclose information that enables the reader to understand what the conditions or events are, management's evaluation of those conditions or events and management's plans that alleviate that substantial doubt. If conditions or events raise substantial doubt and the substantial doubt is not alleviated, the entity must disclose this in the footnotes. The entity must also disclose information that enables the reader to understand what the conditions or events are, management's evaluation of those conditions or events and management's plans that are intended to alleviate that substantial doubt. The amendments are effective for annual periods and interim periods within those annual periods beginning after December 15, 2016. The Corporation does not expect adoption will have a material impact on its financial position, results of operations, cash flows or disclosures. | |
Consolidation | |
In February 2015, the FASB issued amended guidance on the consolidation of legal entities including limited partnerships and limited liability corporations. The guidance modifies the consolidation models to be analyzed in determining whether a reporting entity should consolidate certain types of legal entities. The guidance must be applied using one of two retrospective application methods and will be effective for fiscal years beginning after December 15, 2015 and for interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period. The Corporation |
MERGER_BETWEEN_TRIO_MERGER_COR1
MERGER BETWEEN TRIO MERGER CORP. AND SAEXPLORATION HOLDINGS, INC. (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Business Combinations [Abstract] | ||||
Schedule of effects of the 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 | ||
Cash payment to Former SAE common stockholders at Closing | (7,500 | ) | ||
Net cash released from escrow to the Corporation upon Closing | 40,277 | |||
Other assets and liabilities remaining in the Corporation: | ||||
Notes payable to related parties – Former SAE common stockholders, at fair value | (11,775 | ) | ||
Notes payable to related parties – directors | (500 | ) | ||
Other assets | 13 | |||
Contingent consideration | — | |||
Net increase in equity resulting from merger prior to other charges and credits to equity | 28,015 | |||
Merger costs charged to equity | (5,027 | ) | ||
Pre-acquisition value of Former SAE warrants deemed equity under their terms | 1,293 | |||
Net increase in the Corporation's June 24, 2013 equity resulting from the Merger | $ | 24,281 | ||
DETAIL_OF_SELECTED_BALANCE_SHE1
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||
Schedule of accounts receivable and allowance for doubtful accounts | Accounts receivable is comprised of the following at December 31, 2014 and 2013: | |||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Accounts receivable | $ | 73,584 | $ | 41,182 | ||||||||
Less allowance for doubtful accounts | — | (254 | ) | |||||||||
Accounts receivable, net | $ | 73,584 | $ | 40,928 | ||||||||
Changes in the allowance for doubtful accounts during the years ended December 31, 2014 and 2013 were as follows: | ||||||||||||
Years Ended December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Beginning balance | $ | (254 | ) | $ | — | |||||||
Charges to expense | — | 254 | ||||||||||
Write-offs | 254 | — | ||||||||||
Ending balance | $ | — | $ | (254 | ) | |||||||
Schedule of prepaid expenses | Prepaid expenses at December 31, 2014 and 2013 include the following: | |||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Prepaid taxes | $ | 13,244 | $ | 1,130 | ||||||||
Advances to suppliers | 1,723 | 2,442 | ||||||||||
Deposits | 868 | 355 | ||||||||||
Other | 1,202 | 692 | ||||||||||
Total prepaid expenses | $ | 17,037 | $ | 4,619 | ||||||||
Changes in deferred loan issuance costs and related accumulated amortization during the years ended December 31, 2014 and 2013 were as follows: | ||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||
Balance at December 31, 2012 | $ | 9,279 | $ | (213 | ) | $ | 9,066 | |||||
Additional 2012 Credit Agreement loan issuance costs | 2,750 | — | 2,750 | |||||||||
Amortization expense | — | (2,701 | ) | (2,701 | ) | |||||||
Balance at December 31, 2013 | 12,029 | (2,914 | ) | 9,115 | ||||||||
Write-off of 2012 Credit Agreement deferred loan issuance costs due to repayment and termination of agreement | (12,029 | ) | 4,421 | (7,608 | ) | |||||||
Senior secured notes loan issuance costs | 6,691 | — | 6,691 | |||||||||
Revolving credit agreement loan issuance costs | 852 | — | 852 | |||||||||
Amortization expense | — | (2,224 | ) | (2,224 | ) | |||||||
Balance at December 31, 2014 | $ | 7,543 | $ | (717 | ) | $ | 6,826 | |||||
Schedule of property and equipment | Property and equipment is comprised of the following at December 31, 2014 and 2013: | |||||||||||
December 31, | ||||||||||||
Estimated Useful Life | 2014 | 2013 | ||||||||||
Field operating equipment | 3 – 10 years | $ | 100,379 | $ | 85,990 | |||||||
Vehicles | 3 – 5 years | 15,851 | 3,550 | |||||||||
Leasehold improvements | 2 – 5 years | 498 | 455 | |||||||||
Software | 3 – 5 years | 2,672 | 1,122 | |||||||||
Computer equipment | 3 – 5 years | 2,808 | 4,358 | |||||||||
Office equipment | 3 – 5 years | 1,000 | 968 | |||||||||
123,208 | 96,443 | |||||||||||
Less: accumulated depreciation and amortization | (46,112 | ) | (31,871 | ) | ||||||||
Property and equipment, net | $ | 77,096 | $ | 64,572 | ||||||||
Schedule of goodwill | Changes in the carrying value of goodwill during the years ended December 31, 2014 and 2013 were as follows: | |||||||||||
Balance at December 31, 2012 | $ | 2,306 | ||||||||||
Foreign currency translation adjustment | (156 | ) | ||||||||||
Balance at December 31, 2013 | 2,150 | |||||||||||
Foreign currency translation adjustment | (173 | ) | ||||||||||
Balance at December 31, 2014 | $ | 1,977 | ||||||||||
Schedule of intangible assets | Changes in the carrying value of intangible assets and related accumulated amortization during the years ended December 31, 2014 and 2013 were as follows: | |||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||
Balance at December 31, 2012 | $ | 1,684 | $ | (206 | ) | $ | 1,478 | |||||
Amortization expense | — | (121 | ) | (121 | ) | |||||||
Foreign currency translation adjustment | (97 | ) | — | (97 | ) | |||||||
Balance at December 31, 2013 | 1,587 | (327 | ) | 1,260 | ||||||||
Amortization expense | — | (114 | ) | (114 | ) | |||||||
Foreign currency translation adjustment | (96 | ) | — | (96 | ) | |||||||
Balance at December 31, 2014 | $ | 1,491 | $ | (441 | ) | $ | 1,050 | |||||
Schedule of future amortization expense of intangible assets | Future amortization expense is as follows: | |||||||||||
2015 | $ | 109 | ||||||||||
2016 | 109 | |||||||||||
2017 | 109 | |||||||||||
2018 | 109 | |||||||||||
2019 | 109 | |||||||||||
Thereafter | 505 | |||||||||||
Total | $ | 1,050 | ||||||||||
Schedule of deferred loan issuance costs | Prepaid expenses at December 31, 2014 and 2013 include the following: | |||||||||||
December 31, | ||||||||||||
2014 | 2013 | |||||||||||
Prepaid taxes | $ | 13,244 | $ | 1,130 | ||||||||
Advances to suppliers | 1,723 | 2,442 | ||||||||||
Deposits | 868 | 355 | ||||||||||
Other | 1,202 | 692 | ||||||||||
Total prepaid expenses | $ | 17,037 | $ | 4,619 | ||||||||
Changes in deferred loan issuance costs and related accumulated amortization during the years ended December 31, 2014 and 2013 were as follows: | ||||||||||||
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | ||||||||||
Balance at December 31, 2012 | $ | 9,279 | $ | (213 | ) | $ | 9,066 | |||||
Additional 2012 Credit Agreement loan issuance costs | 2,750 | — | 2,750 | |||||||||
Amortization expense | — | (2,701 | ) | (2,701 | ) | |||||||
Balance at December 31, 2013 | 12,029 | (2,914 | ) | 9,115 | ||||||||
Write-off of 2012 Credit Agreement deferred loan issuance costs due to repayment and termination of agreement | (12,029 | ) | 4,421 | (7,608 | ) | |||||||
Senior secured notes loan issuance costs | 6,691 | — | 6,691 | |||||||||
Revolving credit agreement loan issuance costs | 852 | — | 852 | |||||||||
Amortization expense | — | (2,224 | ) | (2,224 | ) | |||||||
Balance at December 31, 2014 | $ | 7,543 | $ | (717 | ) | $ | 6,826 | |||||
NOTES_PAYABLE_Tables
NOTES PAYABLE (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Schedule of notes payable | Notes payable at December 31, 2014 and 2013 consist of the following: | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Senior secured notes | $ | 150,000 | $ | — | ||||
Equipment note payable | 1,654 | — | ||||||
Notes payable under 2012 credit agreement: | ||||||||
Principal balance | — | 81,137 | ||||||
Less unamortized discount | — | (449 | ) | |||||
Net note payable | — | 80,688 | ||||||
Notes payable to related parties: | ||||||||
Note payable to Former SAE common stockholders, at fair value | — | 12,406 | ||||||
Notes payable to directors | — | 500 | ||||||
Total notes payable to related parties | — | 12,906 | ||||||
Total notes payable outstanding | 151,654 | 93,594 | ||||||
Less current portion: | ||||||||
Notes payable under 2012 credit agreement | — | 800 | ||||||
Notes payables to related parties -- directors | — | 500 | ||||||
Equipment note payable | 1,654 | — | ||||||
Total current portion of notes payable | 1,654 | 1,300 | ||||||
Total long-term portion of notes payable | $ | 150,000 | $ | 92,294 | ||||
Schedule of redemption percentages | The Corporation has the right to redeem some or all of the Notes at the redemption prices (expressed as percentages of the principal amount to be redeemed) set forth below, together with accrued and unpaid interest to, but not including, the redemption date, if redeemed on or after January 15, 2017 as indicated: | |||||||
Period | Percentage | |||||||
On or after January 15, 2017 and prior to July 15, 2017 | 107.50% | |||||||
On or after July 15, 2017 and prior to July 15, 2018 | 105.00% | |||||||
On and after July 15, 2018 | 100.00% | |||||||
Future principal payments for notes payable | Required future principal payments for notes payable outstanding at December 31, 2014 are as follows during the years ending December 31: | |||||||
Amount | ||||||||
2015 | $ | 1,654 | ||||||
2016 | — | |||||||
2017 | — | |||||||
2018 | — | |||||||
2019 | 150,000 | |||||||
Thereafter | — | |||||||
Total | $ | 151,654 | ||||||
LEASES_Tables
LEASES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Leases [Abstract] | ||||||||
Future minimum lease payments required under capital leases and present value of net minimum lease payments | As of December 31, 2014, the future minimum lease payments required under the capital leases and the present value of the net minimum lease payments for the years ending December 31 are as follows: | |||||||
Amount | ||||||||
2015 | $ | 514 | ||||||
2016 | 144 | |||||||
2017 | 55 | |||||||
2018 | — | |||||||
2019 | — | |||||||
Thereafter | — | |||||||
Total minimum lease payments | 713 | |||||||
Less: amount representing interest | (68 | ) | ||||||
Present value of net minimum lease payments | 645 | |||||||
Less: current maturities of capital lease obligations | (460 | ) | ||||||
Long-term capital lease obligations | $ | 185 | ||||||
Schedule of assets recorded under capital leases | Assets recorded under capital leases and included in property and equipment in the Corporation’s consolidated balance sheets consist of the following at December 31, 2014 and 2013: | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Field operating equipment | $ | 757 | $ | 2,062 | ||||
Vehicles | 403 | 437 | ||||||
Computer equipment | 235 | 292 | ||||||
Office equipment | 122 | 152 | ||||||
Total cost of property and equipment under capital leases | 1,517 | 2,943 | ||||||
Less: accumulated depreciation | (639 | ) | (1,280 | ) | ||||
Property under capital leases, net | $ | 878 | $ | 1,663 | ||||
Future minimum lease payments under noncancelable operating leases | As of December 31, 2014, future minimum lease payments under noncancelable operating leases (with initial or remaining lease terms in excess of one year) for the years ending December 31 are as follows: | |||||||
Amount | ||||||||
2015 | $ | 1,740 | ||||||
2016 | 1,529 | |||||||
2017 | 1,379 | |||||||
2018 | 1,361 | |||||||
2019 | 619 | |||||||
Thereafter | — | |||||||
Total future minimum lease payments | $ | 6,628 | ||||||
EARNINGS_PER_SHARE_Tables
EARNINGS PER SHARE (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ||||||||||||
Computation of basic and diluted net loss per share | The computation of basic and diluted net loss per share for the years ended December 31, 2014 and 2013 is as follows: | |||||||||||
Net Loss Attributable to Corporation | Shares | Per Share | ||||||||||
Year Ended December 31, 2014: | ||||||||||||
Basic loss per share | $ | (41,753 | ) | 14,697,061 | $ | (2.84 | ) | |||||
Effect of dilutive securities | — | — | — | |||||||||
Diluted loss per share | $ | (41,753 | ) | 14,697,061 | $ | (2.84 | ) | |||||
Year Ended December 31, 2013: | ||||||||||||
Basic loss per share | $ | (21,051 | ) | 10,010,492 | $ | (2.10 | ) | |||||
Effect of dilutive securities | — | — | — | |||||||||
Diluted loss per share | $ | (21,051 | ) | 10,010,492 | $ | (2.10 | ) | |||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Schedule of income (loss) before income taxes | Income (loss) before income taxes attributable to U.S. (including its foreign branches) and foreign operations for the years ended December 31, 2014 and 2013 are as follows: | |||||||
Years Ended December 31, | ||||||||
2014 | 2013 | |||||||
U.S. | $ | (50,154 | ) | $ | (6,159 | ) | ||
Foreign | 24,635 | (4,352 | ) | |||||
Total | $ | (25,519 | ) | $ | (10,511 | ) | ||
Schedule of provision for income taxes | The provision for income taxes shown in the consolidated statements of operations and comprehensive income (loss) consists of current and deferred expense (benefit) for the years ended December 31, 2014 and 2013 as shown in the following table: | |||||||
Years Ended December 31, | ||||||||
2014 | 2013 | |||||||
Current income tax expense: | ||||||||
U.S. – federal and state | $ | 307 | $ | 1 | ||||
Foreign | 13,714 | 9,139 | ||||||
Total current income tax expense | 14,021 | 9,140 | ||||||
Deferred income tax expense (benefit): | ||||||||
U.S. – federal and state | — | 1,812 | ||||||
Foreign | (1,145 | ) | (457 | ) | ||||
Total deferred income tax expense (benefit) | (1,145 | ) | 1,355 | |||||
Total provision for income taxes | $ | 12,876 | $ | 10,495 | ||||
Reconciliation of provision for income tax expense (benefit) | A reconciliation of the provision for income tax expense (benefit) expected at the U.S. federal statutory income tax rate to the effective income tax rate is as follows: | |||||||
Years Ended December 31, | ||||||||
2014 | 2013 | |||||||
Expected income tax expense (benefit) at 35% | $ | (8,932 | ) | $ | (3,678 | ) | ||
IRC Section 956 deemed dividend | — | 5,645 | ||||||
Effects of expenses not deductible for tax purposes | 1,431 | 1,614 | ||||||
Tax effect of valuation allowance on deferred tax assets | 18,725 | 1,144 | ||||||
Taxes in lieu of income taxes | — | 3,126 | ||||||
Reduction in reserve for uncertain tax position | — | (329 | ) | |||||
Effects of differences between U.S. and foreign tax rates, net of federal benefit, and other | 1,652 | 2,973 | ||||||
Provision for income taxes | $ | 12,876 | $ | 10,495 | ||||
Schedule of tax effects of temporary differences | The net deferred tax assets as of December 31, 2014 and 2013 consist of the following: | |||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Current deferred tax asset, net | $ | 520 | $ | 1,371 | ||||
Non-current deferred tax asset, net | 8,027 | 743 | ||||||
Current deferred tax liability, net | (587 | ) | (69 | ) | ||||
Non-current deferred tax liability, net | (5,731 | ) | (1,114 | ) | ||||
Net deferred tax asset | $ | 2,229 | $ | 931 | ||||
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2014 and 2013 are presented below: | ||||||||
December 31, | ||||||||
2014 | 2013 | |||||||
Deferred tax assets: | ||||||||
Deferred charges | $ | 1,191 | $ | — | ||||
Deferred revenue | — | 1,206 | ||||||
Related party accrued expenses | — | 33 | ||||||
Deferred contract costs | — | 398 | ||||||
Other accruals | 1,774 | 581 | ||||||
Research and development credits | 2,406 | — | ||||||
Capital lease obligation | 124 | 240 | ||||||
Foreign tax credit and AMT credit carry forwards | 12,538 | 7,764 | ||||||
Financing costs | — | 334 | ||||||
Unrealized loss | 507 | 379 | ||||||
Property and equipment | 1,981 | 636 | ||||||
Net operating loss carry forwards | 13,749 | 3,590 | ||||||
Total deferred tax assets | 34,270 | 15,161 | ||||||
Less: valuation allowance | (25,723 | ) | (6,998 | ) | ||||
Total deferred tax assets, net | 8,547 | 8,163 | ||||||
Deferred tax liabilities: | ||||||||
Other receivables | (329 | ) | (69 | ) | ||||
Property and equipment | (5,416 | ) | (6,787 | ) | ||||
Foreign exchange gain | — | (61 | ) | |||||
Deferred contract costs | (258 | ) | — | |||||
Intangible assets | (315 | ) | (315 | ) | ||||
Total deferred tax liabilities | (6,318 | ) | (7,232 | ) | ||||
Net deferred tax assets | $ | 2,229 | $ | 931 | ||||
Uncertain tax positions activity | Uncertain tax positions activity for the years ended December 31, 2014 and 2013 are shown below: | |||||||
Years Ended December 31, | ||||||||
2014 | 2013 | |||||||
Unrecognized tax benefits, beginning balance | $ | — | $ | 329 | ||||
Additions for prior year tax positions | — | — | ||||||
Reductions for lapse in statute | — | (329 | ) | |||||
Unrecognized tax benefits, ending balance | $ | — | $ | — | ||||
Summary of net operating loss carryforwards | The details of the Corporation’s tax attributes as of December 31, 2014 and 2013 are shown below: | |||||||
December 31, | ||||||||
Net Operating Loss Carryforwards: | 2014 | 2013 | ||||||
United States | $ | 25,462 | $ | 5,563 | ||||
Canada | 2,750 | 440 | ||||||
Malaysia | 5,412 | 5,743 | ||||||
Brazil | 2,595 | — | ||||||
Others | 4,670 | 526 | ||||||
Total | $ | 40,889 | $ | 12,272 | ||||
Summary of foreign tax credits carryforwards | ||||||||
December 31, | ||||||||
Foreign Tax Credits Carryforwards: | 2014 | 2013 | ||||||
United States | $ | 11,519 | $ | 6,938 | ||||
Canada | 641 | 515 | ||||||
United Kingdom | 356 | — | ||||||
Total | $ | 12,516 | $ | 7,453 | ||||
Summary of net deferred tax assets (liabilities) | ||||||||
December 31, | ||||||||
Net Deferred Tax Assets (Liabilities): | 2014 | 2013 | ||||||
United States | $ | — | $ | — | ||||
Canada | 337 | (156 | ) | |||||
Colombia | 208 | 572 | ||||||
Malaysia | 429 | 1 | ||||||
Peru | 792 | 476 | ||||||
Others | 463 | 38 | ||||||
Total | $ | 2,229 | $ | 931 | ||||
GEOGRAPHIC_AND_RELATED_INFORMA1
GEOGRAPHIC AND RELATED INFORMATION (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ||||||||||||||||
Summary of revenues and identifiable assets by geographic areas | A summary of revenues and identifiable assets by geographic areas for 2014 and 2013 are as follows: | |||||||||||||||
Revenues from Services | Identifiable Assets | |||||||||||||||
Years Ended December 31, | December 31, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
North America: | ||||||||||||||||
United States | $ | 107,515 | $ | 29,335 | $ | 68,118 | $ | 41,929 | ||||||||
Canada | 20,289 | 73,863 | 5,722 | 7,919 | ||||||||||||
Total | 127,804 | 103,198 | 73,840 | 49,848 | ||||||||||||
South America: | ||||||||||||||||
Peru | 117,829 | 44,637 | 3,448 | 1,581 | ||||||||||||
Colombia | 68,415 | 60,159 | 7,877 | 13,101 | ||||||||||||
Bolivia | 60,080 | 7,016 | 558 | 1,127 | ||||||||||||
Other | 11,942 | 210 | 134 | 40 | ||||||||||||
Total | 258,266 | 112,022 | 12,017 | 15,849 | ||||||||||||
Southeast Asia | 750 | 30,048 | 1,092 | 2,287 | ||||||||||||
Consolidated | $ | 386,820 | $ | 245,268 | $ | 86,949 | $ | 67,984 | ||||||||
Total excluding United States | $ | 279,305 | $ | 215,933 | $ | 18,831 | $ | 26,055 | ||||||||
Revenues are presented based on the location of the services provided. Identifiable assets include property and equipment, intangible assets and goodwill. | ||||||||||||||||
Summary of customers with revenues or accounts receivable in excess of 10% of consolidated total | A summary of customers with revenues or accounts receivable in excess of 10% of the consolidated total for 2014 and 2013 is as follows: | |||||||||||||||
Revenues from Services | Accounts Receivable, Net | |||||||||||||||
Years Ended December 31, | December 31, | |||||||||||||||
Amount | % of Consolidated | Amount | % of Consolidated | |||||||||||||
2014 | ||||||||||||||||
Customer A | $ | 131,756 | 34% | $ | 10,763 | 15% | ||||||||||
Customer B | $ | 49,917 | 13% | $ | 25,128 | 34% | ||||||||||
Customer C | $ | 9,465 | 13% | |||||||||||||
Customer D | $ | 7,360 | 10% | |||||||||||||
2013 | ||||||||||||||||
Customer E | $ | 48,400 | 20% | |||||||||||||
Customer F | $ | 78,400 | 32% | $ | 21,100 | 52% | ||||||||||
Customer G | $ | 5,300 | 13% | |||||||||||||
FINANCIAL_INSTRUMENTS_Tables
FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||
Financial instruments measured at fair value on a recurring basis | Corporation financial instruments measured at fair value on a recurring basis are as follows: | |||||||||||||||
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 related parties – Former SAE common stockholders: | ||||||||||||||||
Balance at December 31, 2013 | $ | 12,406 | $ | — | $ | — | $ | 12,406 | ||||||||
Realized loss | 5,094 | — | — | 5,094 | ||||||||||||
Repayment of notes | (17,500 | ) | — | — | (17,500 | ) | ||||||||||
Balance at December 31, 2014 | $ | — | $ | — | $ | — | $ | — | ||||||||
Balance at June 24, 2013 | $ | 11,775 | $ | — | $ | — | $ | 11,775 | ||||||||
Unrealized loss | 631 | — | — | 631 | ||||||||||||
Balance at December 31, 2013 | $ | 12,406 | $ | — | $ | — | $ | 12,406 | ||||||||
RELATED_PARTY_TRANSACTIONS_Tab
RELATED PARTY TRANSACTIONS (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Related Party Transactions [Abstract] | ||||||||
Schedule of cumulative dividends on Preferred Shares | The following table represents the cumulative dividends on the Preferred Shares accrued and paid to CLCH as recorded in accrued liabilities for the years ended December 31, 2014 and 2013: | |||||||
2014 | 2013 | |||||||
Unpaid balance at January 1 | $ | 1,072 | $ | 894 | ||||
Accrual | — | 5,262 | ||||||
Payment | (1,072 | ) | (5,084 | ) | ||||
Unpaid balance at December 31 | $ | — | $ | 1,072 | ||||
CONDENSED_CONSOLIDATING_FINANC1
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ||||||||||||||||||||
Condensed balance sheet | The condensed consolidating financial information should be read in conjunction with the accompanying consolidated financial statements and notes. | |||||||||||||||||||
December 31, 2014 | ||||||||||||||||||||
Balance Sheet | SAExploration Holding, Inc. | The Guarantors | Other Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||
ASSETS | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 7,289 | $ | 5,033 | $ | — | $ | 12,322 | ||||||||||
Restricted cash | — | — | 723 | — | 723 | |||||||||||||||
Accounts receivable, net | 70 | 1,871 | 71,643 | — | 73,584 | |||||||||||||||
Deferred costs on contracts | — | 3,626 | 1,005 | — | 4,631 | |||||||||||||||
Prepaid expenses and other current assets | 31 | 536 | 16,470 | — | 17,037 | |||||||||||||||
Deferred income tax assets | — | (255 | ) | 775 | — | 520 | ||||||||||||||
Total current assets | 101 | 13,067 | 95,649 | — | 108,817 | |||||||||||||||
Property and equipment, net | — | 61,292 | 15,804 | — | 77,096 | |||||||||||||||
Investment in subsidiaries | (14,245 | ) | 80,003 | 3,510 | (69,268 | ) | — | |||||||||||||
Intercompany receivables | 126,466 | — | — | (126,466 | ) | — | ||||||||||||||
Intangible assets, net | — | — | 1,050 | — | 1,050 | |||||||||||||||
Goodwill | — | — | 1,977 | — | 1,977 | |||||||||||||||
Deferred loan issuance costs, net | 6,022 | 804 | — | — | 6,826 | |||||||||||||||
Deferred income tax assets | 15 | 5,046 | 2,966 | — | 8,027 | |||||||||||||||
Other assets | — | — | — | — | — | |||||||||||||||
Total assets | $ | 118,359 | $ | 160,212 | $ | 120,956 | $ | (195,734 | ) | $ | 203,793 | |||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||
Accounts payable | $ | — | $ | 9,429 | $ | 24,826 | $ | — | $ | 34,255 | ||||||||||
Accrued liabilities | 7,519 | 1,206 | 2,177 | — | 10,902 | |||||||||||||||
Income and other taxes payable | — | 42 | 20,219 | — | 20,261 | |||||||||||||||
Accrued payroll liabilities | — | 1,386 | 7,266 | — | 8,652 | |||||||||||||||
Equipment note payable | — | 1,654 | — | — | 1,654 | |||||||||||||||
Current portion of capital leases | — | 49 | 411 | — | 460 | |||||||||||||||
Deferred revenue | — | — | 187 | — | 187 | |||||||||||||||
Deferred income tax liabilities | — | (1,275 | ) | 1,862 | — | 587 | ||||||||||||||
Total current liabilities | 7,519 | 12,491 | 56,948 | — | 76,958 | |||||||||||||||
Senior secured notes payable | 150,000 | — | — | — | 150,000 | |||||||||||||||
Long-term portion of capital leases | — | 96 | 89 | — | 185 | |||||||||||||||
Intercompany payables | — | 66,006 | 60,460 | (126,466 | ) | — | ||||||||||||||
Deferred income tax liabilities | — | 5,440 | 291 | — | 5,731 | |||||||||||||||
Total liabilities | 157,519 | 84,033 | 117,788 | (126,466 | ) | 232,874 | ||||||||||||||
Stockholders’ equity: | ||||||||||||||||||||
Common stock | 2 | — | — | — | 2 | |||||||||||||||
Additional paid-in capital | 28,185 | 43,861 | 17,493 | (61,354 | ) | 28,185 | ||||||||||||||
Retained earnings (accumulated deficit) | (67,347 | ) | 28,960 | (9,963 | ) | (7,914 | ) | (56,264 | ) | |||||||||||
Accumulated other comprehensive loss | — | — | (4,362 | ) | — | (4,362 | ) | |||||||||||||
Total stockholders’ equity attributable to the Corp. | (39,160 | ) | 72,821 | 3,168 | (69,268 | ) | (32,439 | ) | ||||||||||||
Noncontrolling interest | — | 3,358 | — | — | 3,358 | |||||||||||||||
Total stockholders’ equity (deficit) | (39,160 | ) | 76,179 | 3,168 | (69,268 | ) | (29,081 | ) | ||||||||||||
Total liabilities and stockholders’ equity (deficit) | $ | 118,359 | $ | 160,212 | $ | 120,956 | $ | (195,734 | ) | $ | 203,793 | |||||||||
December 31, 2013 | ||||||||||||||||||||
Balance Sheet | SAExploration Holding, Inc. | The Guarantors | Other Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||
ASSETS | ||||||||||||||||||||
Current assets: | ||||||||||||||||||||
Cash and cash equivalents | $ | — | $ | 3,389 | $ | 13,962 | $ | — | $ | 17,351 | ||||||||||
Restricted cash | — | — | 638 | — | 638 | |||||||||||||||
Accounts receivable, net | — | 888 | 40,040 | — | 40,928 | |||||||||||||||
Deferred costs on contracts | — | 463 | 2,727 | — | 3,190 | |||||||||||||||
Prepaid expenses and other current assets | — | 394 | 4,225 | — | 4,619 | |||||||||||||||
Deferred income tax assets | — | 849 | 522 | — | 1,371 | |||||||||||||||
Total current assets | — | 5,983 | 62,114 | — | 68,097 | |||||||||||||||
Property and equipment, net | — | 41,926 | 22,646 | — | 64,572 | |||||||||||||||
Investment in subsidiaries | 15,857 | 117,645 | — | (133,502 | ) | — | ||||||||||||||
Intercompany receivables | — | 16,731 | — | (16,731 | ) | — | ||||||||||||||
Intangible assets, net | — | — | 1,260 | — | 1,260 | |||||||||||||||
Goodwill | — | — | 2,150 | — | 2,150 | |||||||||||||||
Deferred loan issuance costs, net | — | 9,115 | — | — | 9,115 | |||||||||||||||
Deferred income tax assets | — | 10 | 733 | — | 743 | |||||||||||||||
Other assets | 13 | — | — | — | 13 | |||||||||||||||
Total assets | $ | 15,870 | $ | 191,410 | $ | 88,903 | $ | (150,233 | ) | $ | 145,950 | |||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||
Accounts payable | $ | — | $ | 4,116 | $ | 12,395 | $ | — | $ | 16,511 | ||||||||||
Accrued liabilities | 681 | 1,164 | 1,279 | — | 3,124 | |||||||||||||||
Income and other taxes payable | 35 | (3,753 | ) | 10,791 | — | 7,073 | ||||||||||||||
Accrued payroll liabilities | — | 490 | 4,007 | — | 4,497 | |||||||||||||||
Current portion of credit agreement borrowings | — | 800 | — | — | 800 | |||||||||||||||
Current portion of capital leases | — | 39 | 446 | — | 485 | |||||||||||||||
Notes payable to related parties | 500 | — | — | — | 500 | |||||||||||||||
Deferred revenue | — | 4,775 | 3,152 | — | 7,927 | |||||||||||||||
Deferred income tax liabilities | — | 69 | — | — | 69 | |||||||||||||||
Total current liabilities | 1,216 | 7,700 | 32,070 | — | 40,986 | |||||||||||||||
Long-term portion of credit agreement borrowings | — | 79,888 | — | — | 79,888 | |||||||||||||||
Notes payable to Former SAE stockholders | 12,406 | — | — | — | 12,406 | |||||||||||||||
Long-term portion of capital leases | — | 102 | 516 | — | 618 | |||||||||||||||
Intercompany payables | 355 | — | 16,376 | (16,731 | ) | — | ||||||||||||||
Deferred income tax liabilities | — | 749 | 365 | — | 1,114 | |||||||||||||||
Total liabilities | 13,977 | 88,439 | 49,327 | (16,731 | ) | 135,012 | ||||||||||||||
Stockholders’ equity: | ||||||||||||||||||||
Common stock | 2 | — | — | — | 2 | |||||||||||||||
Additional paid-in capital | 27,485 | 43,861 | 19,231 | (63,092 | ) | 27,485 | ||||||||||||||
Retained earnings (accumulated deficit) | (25,594 | ) | 59,065 | 22,428 | (70,410 | ) | (14,511 | ) | ||||||||||||
Accumulated other comprehensive loss | — | — | (2,083 | ) | — | (2,083 | ) | |||||||||||||
Total stockholders’ equity attributable to the Corp. | 1,893 | 102,926 | 39,576 | (133,502 | ) | 10,893 | ||||||||||||||
Noncontrolling interest | — | 45 | — | — | 45 | |||||||||||||||
Total stockholders’ equity (deficit) | 1,893 | 102,971 | 39,576 | (133,502 | ) | 10,938 | ||||||||||||||
Total liabilities and stockholders’ equity (deficit) | $ | 15,870 | $ | 191,410 | $ | 88,903 | $ | (150,233 | ) | $ | 145,950 | |||||||||
Condensed income statement | ||||||||||||||||||||
Year Ended December 31, 2014 | ||||||||||||||||||||
Income Statement | SAExploration Holding, Inc. | The Guarantors | Other Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||
Revenue from services | $ | — | $ | 107,514 | $ | 279,306 | $ | — | $ | 386,820 | ||||||||||
Cost of services | — | 95,462 | 235,667 | (519 | ) | 330,610 | ||||||||||||||
Gross profit | — | 12,052 | 43,639 | 519 | 56,210 | |||||||||||||||
Selling, general and administrative expenses | 418 | 10,504 | 28,621 | — | 39,543 | |||||||||||||||
Income (loss) from operations | (418 | ) | 1,548 | 15,018 | 519 | 16,667 | ||||||||||||||
Other expense, net | (11,230 | ) | (24,710 | ) | (5,727 | ) | (519 | ) | (42,186 | ) | ||||||||||
Equity in income (losses) of investments | (30,105 | ) | 17 | — | 30,088 | — | ||||||||||||||
Income (loss) before income taxes | (41,753 | ) | (23,145 | ) | 9,291 | 30,088 | (25,519 | ) | ||||||||||||
Provision (benefit) for income taxes | — | 3,602 | 9,274 | — | 12,876 | |||||||||||||||
Net income (loss) | (41,753 | ) | (26,747 | ) | 17 | 30,088 | (38,395 | ) | ||||||||||||
Less: net income attributable to noncontrolling interest | — | 3,358 | — | — | 3,358 | |||||||||||||||
Net income (loss) attributable to the Corporation | $ | (41,753 | ) | $ | (30,105 | ) | $ | 17 | $ | 30,088 | $ | (41,753 | ) | |||||||
Comprehensive net income (loss) | $ | (41,753 | ) | $ | (26,747 | ) | $ | (2,262 | ) | $ | 30,088 | $ | (40,674 | ) | ||||||
Less: comprehensive net income attributable to noncontrolling interest | — | 3,358 | — | — | 3,358 | |||||||||||||||
Comprehensive net income (loss) attributable to Corporation | $ | (41,753 | ) | $ | (30,105 | ) | $ | (2,262 | ) | $ | 30,088 | $ | (44,032 | ) | ||||||
Year Ended December 31, 2013 | ||||||||||||||||||||
Income Statement | SAExploration Holding, Inc. | The Guarantors | Other Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||
Revenue from services | $ | — | $ | 29,335 | $ | 215,933 | $ | — | $ | 245,268 | ||||||||||
Cost of services | — | 24,479 | 177,857 | — | 202,336 | |||||||||||||||
Gross profit | — | 4,856 | 38,076 | — | 42,932 | |||||||||||||||
Selling, general and administrative expenses | 353 | 12,361 | 21,963 | — | 34,677 | |||||||||||||||
Income (loss) from operations | (353 | ) | (7,505 | ) | 16,113 | — | 8,255 | |||||||||||||
Other expense, net | (1,553 | ) | (13,567 | ) | (3,646 | ) | — | (18,766 | ) | |||||||||||
Equity in income (losses) of investments | (23,688 | ) | 3,768 | — | 19,920 | — | ||||||||||||||
Income (loss) before income taxes | (25,594 | ) | (17,304 | ) | 12,467 | 19,920 | (10,511 | ) | ||||||||||||
Provision for income taxes | — | 1,796 | 8,699 | — | 10,495 | |||||||||||||||
Net income (loss) | (25,594 | ) | (19,100 | ) | 3,768 | 19,920 | (21,006 | ) | ||||||||||||
Less: net income attributable to noncontrolling interest | — | 45 | — | — | 45 | |||||||||||||||
Net income (loss) attributable to the Corporation | $ | (25,594 | ) | $ | (19,145 | ) | $ | 3,768 | $ | 19,920 | $ | (21,051 | ) | |||||||
Comprehensive net income (loss) | $ | (25,594 | ) | $ | (19,100 | ) | $ | 1,329 | $ | 19,920 | $ | (23,445 | ) | |||||||
Less: comprehensive net income attributable to noncontrolling interest | — | 45 | — | — | 45 | |||||||||||||||
Comprehensive net income (loss) attributable to Corporation | $ | (25,594 | ) | $ | (19,145 | ) | $ | 1,329 | $ | 19,920 | $ | (23,490 | ) | |||||||
Condensed statement of cash flows | ||||||||||||||||||||
Year Ended December 31, 2014 | ||||||||||||||||||||
Statement of Cash Flows | SAExploration Holding, Inc. | The Guarantors | Other Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||
Operating activities: | ||||||||||||||||||||
Net cash provided by (used in) operating activities | $ | 1,012 | $ | 6,036 | $ | (13,728 | ) | $ | (13,221 | ) | $ | (19,901 | ) | |||||||
Investing activities: | ||||||||||||||||||||
Purchase of property and equipment | — | (25,177 | ) | (3,026 | ) | — | (28,203 | ) | ||||||||||||
Capital contribution to affiliate | — | 5,253 | (3,515 | ) | (1,738 | ) | — | |||||||||||||
Proceeds from sale of property and equipment | — | 80 | 39 | — | 119 | |||||||||||||||
Net cash used in investing activities | — | (19,844 | ) | (6,502 | ) | (1,738 | ) | (28,084 | ) | |||||||||||
Financing activities: | ||||||||||||||||||||
Proceeds from issuance of senior secured notes | 150,000 | — | — | — | 150,000 | |||||||||||||||
Repayments of notes payable | (17,500 | ) | (82,159 | ) | — | — | (99,659 | ) | ||||||||||||
Payment of loan issuance costs | (6,691 | ) | (852 | ) | — | — | (7,543 | ) | ||||||||||||
Repayments of capital lease obligations | — | (88 | ) | (405 | ) | — | (493 | ) | ||||||||||||
Distribution to noncontrolling interest | — | (45 | ) | — | — | (45 | ) | |||||||||||||
Intercompany lending | (126,821 | ) | 101,924 | 24,897 | — | — | ||||||||||||||
Capital contribution from affiliate | — | — | (1,738 | ) | 1,738 | — | ||||||||||||||
Dividend payments on Former SAE preferred shares | — | (1,072 | ) | — | — | (1,072 | ) | |||||||||||||
Dividend payments on affiliate | — | — | (13,221 | ) | 13,221 | — | ||||||||||||||
Net cash provided by (used in) financing activities | (1,012 | ) | 17,708 | 9,533 | 14,959 | 41,188 | ||||||||||||||
Effects of exchange rate changes on cash and cash equivalents | — | — | 1,768 | — | 1,768 | |||||||||||||||
Net change in cash and cash equivalents | — | 3,900 | (8,929 | ) | — | (5,029 | ) | |||||||||||||
Cash and cash equivalents at the beginning of period | — | 3,389 | 13,962 | — | 17,351 | |||||||||||||||
Cash and cash equivalents at the end of period | $ | — | $ | 7,289 | $ | 5,033 | $ | — | $ | 12,322 | ||||||||||
Year Ended December 31, 2013 | ||||||||||||||||||||
Statement of Cash Flows | SAExploration Holding, Inc. | The Guarantors | Other Subsidiaries | Consolidating Adjustments | Total Consolidated | |||||||||||||||
Operating activities: | ||||||||||||||||||||
Net cash provided by (used in) operating activities | $ | (359 | ) | $ | (8,011 | ) | $ | 11,764 | $ | (431 | ) | $ | 2,963 | |||||||
Investing activities: | ||||||||||||||||||||
Purchase of property and equipment | — | (2,214 | ) | (8,896 | ) | — | (11,110 | ) | ||||||||||||
Net cash used in investing activities | — | (2,214 | ) | (8,896 | ) | — | (11,110 | ) | ||||||||||||
Financing activities: | ||||||||||||||||||||
Net proceeds from Merger | — | 34,785 | 492 | — | 35,277 | |||||||||||||||
Repayments of notes payable | — | (800 | ) | — | — | (800 | ) | |||||||||||||
Repayments of advances from related parties | — | (53 | ) | — | — | (53 | ) | |||||||||||||
Payment of loan issuance costs | — | (2,750 | ) | — | — | (2,750 | ) | |||||||||||||
Merger costs | — | (5,027 | ) | — | — | (5,027 | ) | |||||||||||||
Repayments of capital lease obligations | — | (36 | ) | (761 | ) | — | (797 | ) | ||||||||||||
Intercompany lending | 359 | (5,669 | ) | 5,310 | — | — | ||||||||||||||
Dividend payments on Former SAE common and preferred shares | — | (15,084 | ) | — | — | (15,084 | ) | |||||||||||||
Dividend payments to affiliates | — | — | (431 | ) | 431 | — | ||||||||||||||
Net cash provided by financing activities | 359 | 5,366 | 4,610 | 431 | 10,766 | |||||||||||||||
Effects of exchange rate changes on cash and cash equivalents | — | — | (989 | ) | — | (989 | ) | |||||||||||||
Net change in cash and cash equivalents | — | (4,859 | ) | 6,489 | — | 1,630 | ||||||||||||||
Cash and cash equivalents at the beginning of period | — | 8,248 | 7,473 | — | 15,721 | |||||||||||||||
Cash and cash equivalents at the end of period | $ | — | $ | 3,389 | $ | 13,962 | $ | — | $ | 17,351 | ||||||||||
NATURE_OF_OPERATIONS_Details
NATURE OF OPERATIONS (Details) (Foreign Countries) | Dec. 31, 2014 |
channel | |
Foreign Countries | |
Gas and Oil Acreage [Line Items] | |
Number of land and marine channels | 29,500 |
SIGNIFICANT_ACCOUNTING_POLICIE2
SIGNIFICANT ACCOUNTING POLICIES - Cash and Cash Equivalents (Details) (Foreign Countries, USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Foreign Countries | ||
Cash and Cash Equivalents [Line Items] | ||
Cash in subsidiaries | $5,032 | $13,962 |
SIGNIFICANT_ACCOUNTING_POLICIE3
SIGNIFICANT ACCOUNTING POLICIES - Deferred Revenue (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Accounting Policies [Abstract] | ||
Deferred revenue | $187 | $7,927 |
Advanced equipment leasing payments | 0 | 3,175 |
Advanced payments related to mobilization and seismic services | $187 | $4,172 |
SIGNIFICANT_ACCOUNTING_POLICIE4
SIGNIFICANT ACCOUNTING POLICIES - Lease Income (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Carrying value of leased equipment | $878 | $1,663 |
Accumulated depreciation of leased equipment | 639 | 1,280 |
Equipment fee income | 3,175 | 8,184 |
Leased equipment | ||
Property, Plant and Equipment [Line Items] | ||
Carrying value of leased equipment | 0 | 21,692 |
Accumulated depreciation of leased equipment | $0 | $9,215 |
SIGNIFICANT_ACCOUNTING_POLICIE5
SIGNIFICANT ACCOUNTING POLICIES - Intangible Assets (Details) (Customer relationships) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimate useful life of intangible assets | 13 years | 13 years |
SIGNIFICANT_ACCOUNTING_POLICIE6
SIGNIFICANT ACCOUNTING POLICIES - Reportable Segment (Details) | 12 Months Ended |
Dec. 31, 2014 | |
segment | |
Accounting Policies [Abstract] | |
Number of reportable segments | 1 |
MERGER_BETWEEN_TRIO_MERGER_COR2
MERGER BETWEEN TRIO MERGER CORP. AND SAEXPLORATION HOLDINGS, INC. - Effects of the Merger (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Business Combinations [Abstract] | |
Cash and cash held in trust, after conversions | $47,777 |
Cash payment to Former SAE common stockholders at Closing | -7,500 |
Net cash released from escrow to the Corporation upon Closing | 40,277 |
Other assets and liabilities remaining in the Corporation: | |
Notes payable to related parties – Former SAE common stockholders, at fair value | -11,775 |
Notes payable to related parties – directors | -500 |
Other assets | 13 |
Contingent consideration | 0 |
Net increase in equity resulting from merger prior to other charges and credits to equity | 28,015 |
Merger costs charged to equity | -5,027 |
Pre-acquisition value of Former SAE warrants deemed equity under their terms | 1,293 |
Net increase in the Corporation's June 24, 2013 equity resulting from the Merger | $24,281 |
MERGER_BETWEEN_TRIO_MERGER_COR3
MERGER BETWEEN TRIO MERGER CORP. AND SAEXPLORATION HOLDINGS, INC. - Additional Information (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||
Jun. 24, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jun. 23, 2013 | Mar. 26, 2012 | Jun. 24, 2014 | |
Business Acquisition [Line Items] | ||||||
Number of shares issuable (in shares) | 992,108 | |||||
Escrow shares issued on first anniversary of closing of merger (in shares) | 272,818 | |||||
Remaining escrow shares to be released (in shares) | 272,817 | |||||
Net cash released from escrow to the Corporation upon Closing | $40,277,000 | |||||
Funds transferred to transfer agent | 5,000,000 | |||||
Merger proceeds | 35,277,000 | |||||
Merger related costs | 6,215,000 | |||||
Equity issuance costs | 5,027,000 | |||||
Merger costs | 0 | 1,188,000 | ||||
Converted instrument, options issued (in shares) | 1,000,000 | |||||
Common stock, outstanding shares (in shares) | 14,922,497 | 13,428,736 | ||||
Exercise price of warrants | $12 | |||||
Redemption price of warrants | $0.01 | |||||
Dividends, cash | 15,000,000 | |||||
Original Trio stockholders | ||||||
Business Acquisition [Line Items] | ||||||
Ownership percentage at closing of the merger | 51.50% | |||||
Former SAE stockholders | ||||||
Business Acquisition [Line Items] | ||||||
Ownership percentage at closing of the merger | 48.50% | |||||
Promissory note | ||||||
Business Acquisition [Line Items] | ||||||
Debt, face amount | 17,500,000 | |||||
Merger agreement | ||||||
Business Acquisition [Line Items] | ||||||
Shares issued in acquisition (in shares) | 6,448,443 | |||||
Cash | 7,500,000 | |||||
Preferred stock, dividends | 5,000,000 | |||||
Number of common stock shares deposited in escrow (in shares) | 545,635 | |||||
Converted instrument, options issued (in shares) | 100,000 | |||||
Warrant exchange for common shares (in shares) | 987,634 | |||||
Common stock, outstanding shares (in shares) | 13,402,664 | |||||
Conversion of stock, amount converted | 61,707,000 | |||||
Dividends paid to common stockholders | 10,000,000 | |||||
Percentage of voting interests acquired | 50.50% | |||||
Merger agreement | Contingent Upon Conversion Or Exercise Of Derivative Securities | ||||||
Business Acquisition [Line Items] | ||||||
Number of common stock shares deposited in escrow (in shares) | 84,131 | |||||
Merger agreement | Minimum | ||||||
Business Acquisition [Line Items] | ||||||
Exercise price of warrants | $7.50 | $7.50 | ||||
Redemption price of warrants | $12.50 | $12.50 | ||||
Merger agreement | Maximum | ||||||
Business Acquisition [Line Items] | ||||||
Exercise price of warrants | $12 | $12 | ||||
Redemption price of warrants | $15 | $15 | ||||
Merger agreement | Transaction expenses | ||||||
Business Acquisition [Line Items] | ||||||
Conversion of stock, amount converted | 3,971,000 | |||||
Merger agreement | Consideration payable to former stockholders | ||||||
Business Acquisition [Line Items] | ||||||
Conversion of stock, amount converted | 12,500,000 | |||||
Merger agreement | Outstanding balance | ||||||
Business Acquisition [Line Items] | ||||||
Conversion of stock, amount converted | 35,277,000 | |||||
Merger agreement | Warrant | ||||||
Business Acquisition [Line Items] | ||||||
Converted instrument, options issued (in shares) | 100,000 | |||||
Conversion of stock, shares converted (in shares) | 600,000 | |||||
Merger agreement | Employee stock option | ||||||
Business Acquisition [Line Items] | ||||||
Conversion of stock, shares converted (in shares) | 600,000 | |||||
Merger agreement | IPO | ||||||
Business Acquisition [Line Items] | ||||||
Shares issued (in shares) | 987,634 | |||||
Conversion price per share | $10.08 | |||||
Share issued value | $9,959,000 |
DETAIL_OF_SELECTED_BALANCE_SHE2
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Accounts Receivable (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Accounts Receivable, Net [Abstract] | ||
Accounts receivable | $73,584 | $41,182 |
Less allowance for doubtful accounts | 0 | -254 |
Accounts receivable, net | 73,584 | 40,928 |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Beginning balance | -254 | 0 |
Charges to expense | 0 | 254 |
Write-offs | 254 | 0 |
Ending balance | $0 | ($254) |
DETAIL_OF_SELECTED_BALANCE_SHE3
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Prepaid Expenses (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid taxes | $13,244 | $1,130 |
Advances to suppliers | 1,723 | 2,442 |
Deposits | 868 | 355 |
Other | 1,202 | 692 |
Total prepaid expenses | $17,037 | $4,619 |
DETAIL_OF_SELECTED_BALANCE_SHE4
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Property and Equipment (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 123,208 | 96,443 |
Less: accumulated depreciation and amortization | -46,112 | -31,871 |
Property and equipment, net | 77,096 | 64,572 |
Field operating equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 100,379 | 85,990 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 15,851 | 3,550 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 498 | 455 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,672 | 1,122 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,808 | 4,358 |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,000 | 968 |
Minimum | Field operating equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | 3 years |
Minimum | Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | 3 years |
Minimum | Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 2 years | 2 years |
Minimum | Software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | 3 years |
Minimum | Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | 3 years |
Minimum | Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | 3 years |
Maximum | Field operating equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 10 years | 10 years |
Maximum | Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | 5 years |
Maximum | Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | 5 years |
Maximum | Software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | 5 years |
Maximum | Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | 5 years |
Maximum | Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | 5 years |
DETAIL_OF_SELECTED_BALANCE_SHE5
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Goodwill (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Goodwill [Roll Forward] | ||
Beginning balance | $2,150 | $2,306 |
Foreign currency translation adjustment | -173 | -156 |
Ending balance | $1,977 | $2,150 |
DETAIL_OF_SELECTED_BALANCE_SHE6
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Carrying Amounts of Intangible Assets (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Finite-Lived Intangible Assets, Net, Beginning Balance [Abstract] | |||
Gross Carrying Amount | $1,491 | $1,587 | $1,684 |
Accumulated Amortization | -441 | -327 | -206 |
Net Carrying Amount | 1,050 | 1,260 | 1,478 |
Amortization expense | -114 | -121 | |
Foreign currency translation adjustment | -96 | -97 | |
Finite-Lived Intangible Assets, Net, Ending Balance [Abstract] | |||
Gross Carrying Amount | 1,491 | 1,587 | 1,684 |
Accumulated Amortization | -441 | -327 | -206 |
Net Carrying Amount | $1,050 | $1,260 | $1,478 |
Customer relationships | |||
Finite-Lived Intangible Assets, Net, Ending Balance [Abstract] | |||
Estimate useful life of intangible assets | 13 years | 13 years |
DETAIL_OF_SELECTED_BALANCE_SHE7
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Future Amortization Expense (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
2015 | $109 | ||
2016 | 109 | ||
2017 | 109 | ||
2018 | 109 | ||
2019 | 109 | ||
Thereafter | 505 | ||
Net Carrying Amount | $1,050 | $1,260 | $1,478 |
DETAIL_OF_SELECTED_BALANCE_SHE8
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Deferred Loan Issuance Costs (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred Finance Costs, Noncurrent, Net [Abstract] | |||
Gross Carrying Amount | $7,543 | $12,029 | $9,279 |
Accumulated Amortization | -717 | -2,914 | -213 |
Net Carrying Amount | 6,826 | 9,115 | 9,066 |
Loan issuance costs | 7,543 | 2,750 | |
Amortization expense | -2,224 | -2,701 | |
2012 Credit Agreement | |||
Deferred Finance Costs, Noncurrent, Net [Abstract] | |||
Loan issuance costs | 2,750 | ||
Amortization expense | 4,421 | ||
Write off of deferred loan issuance costs, gross | -12,029 | ||
Write off of deferred loan issuance costs, net | -7,608 | ||
Senior Secured Notes | |||
Deferred Finance Costs, Noncurrent, Net [Abstract] | |||
Loan issuance costs | 6,691 | ||
Capitalization term of loan issuance costs | 5 years | ||
Credit Agreement | |||
Deferred Finance Costs, Noncurrent, Net [Abstract] | |||
Loan issuance costs | $852 | ||
Capitalization term of loan issuance costs | 3 years |
DETAIL_OF_SELECTED_BALANCE_SHE9
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Additional Information (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Total depreciation and amortization expense | $16,379 | $16,096 |
Depreciation and amortization included in cost of services | 15,205 | 14,843 |
Depreciation and amortization recorded in selling, general and administrative expense | $1,174 | $1,253 |
REVOLVING_CREDIT_FACILITY_Deta
REVOLVING CREDIT FACILITY (Details) (USD $) | 0 Months Ended | 12 Months Ended | |
Nov. 06, 2014 | Dec. 31, 2014 | Jul. 02, 2014 | |
Line of Credit | Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $20,000,000 | ||
Ending interest rate | 3.26% | ||
Unused capacity fee, percentage | 0.50% | ||
Line of credit facility, benchmark subject to minimum monthly EBITDA requirements | 5,000,000 | ||
Line of Credit | Credit Facility | State of Alaska | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, monthly EBITDA requirements | 8,000,000 | ||
Line of Credit | Credit Facility | Borrowing Base Availability | |||
Line of Credit Facility [Line Items] | |||
Concentration risk, benchmark | 20,000,000 | ||
Line of Credit | Credit Facility | Borrowing Base Availability | Accounts Receivable | |||
Line of Credit Facility [Line Items] | |||
Concentration risk, percentage | 85.00% | ||
Line of Credit | Credit Facility | Borrowing Base Availability | Equipment | |||
Line of Credit Facility [Line Items] | |||
Concentration risk, percentage | 85.00% | ||
Line of Credit | Credit Facility | Borrowing Base Availability | Equipment | State of Alaska | |||
Line of Credit Facility [Line Items] | |||
Concentration risk, percentage | 75.00% | ||
Line of Credit | Credit Facility | Minimum | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, monthly EBITDA requirements | 17,000,000 | ||
Line of Credit | Credit Facility | Maximum | |||
Line of Credit Facility [Line Items] | |||
Line of credit facility, monthly EBITDA requirements | 20,000,000 | ||
Line of Credit | Credit Facility | LIBOR | |||
Line of Credit Facility [Line Items] | |||
Description of variable rate basis | LIBOR | ||
Basis spread on variable rate | 3.00% | ||
Line of Credit | Accordion Feature | Minimum | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | 1,000,000 | ||
Line of Credit | Accordion Feature | Maximum | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | 10,000,000 | ||
Line of Credit | Sub-Facility | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $10,000,000 | ||
Line of Credit | Letter of credit | |||
Line of Credit Facility [Line Items] | |||
Unused capacity fee, percentage | 3.00% | ||
Senior secured notes | Notes | |||
Line of Credit Facility [Line Items] | |||
Stated interest rate | 10.00% |
NOTES_PAYABLE_Schedule_of_Note
NOTES PAYABLE - Schedule of Notes Payable (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Notes Payable [Abstract] | ||
Senior secured notes | $150,000 | $0 |
Equipment note payable | 1,654 | 0 |
Notes payable under 2012 credit agreement | 0 | 81,137 |
Unamortized loan discount | 0 | -449 |
Net note payable | 0 | 80,688 |
Notes payable to related parties | 0 | 12,906 |
Total notes payable outstanding | 151,654 | 93,594 |
Less current portion: | ||
Notes payable under 2012 credit agreement | 0 | 800 |
Current portion of notes payable to related parties | 0 | 500 |
Equipment note payable | 1,654 | 0 |
Total current portion of notes payable | 1,654 | 1,300 |
Total long-term portion of notes payable | 150,000 | 92,294 |
Former SAE Common Stockholders | ||
Notes Payable [Abstract] | ||
Notes payable to related parties | 0 | 12,406 |
Directors | ||
Notes Payable [Abstract] | ||
Notes payable to related parties | $0 | $500 |
NOTES_PAYABLE_Senior_Secured_N
NOTES PAYABLE - Senior Secured Notes (Details) (USD $) | 0 Months Ended |
Jul. 02, 2014 | |
Senior Secured Notes | |
Debt Instrument [Line Items] | |
Debt, face amount | 150,000,000 |
Stated interest rate | 10.00% |
Senior secured notes | On or after January 15, 2017 and prior to July 15, 2017 | |
Debt Instrument [Line Items] | |
Redemption price percentage | 107.50% |
Senior secured notes | On or after July 15, 2017 and prior to July 15, 2018 | |
Debt Instrument [Line Items] | |
Redemption price percentage | 105.00% |
Senior secured notes | On and after July 15, 2018 | |
Debt Instrument [Line Items] | |
Redemption price percentage | 100.00% |
Senior secured notes | Senior Secured Notes | Prior to July 15, 2017 | |
Debt Instrument [Line Items] | |
Redemption price percentage | 100.00% |
Maximum percentage of principal amount redeemable | 35.00% |
Senior secured notes | Senior Secured Notes | Prior to July 15, 2017 | Net proceeds of equity offering | |
Debt Instrument [Line Items] | |
Redemption price percentage | 110.00% |
Senior secured notes | Senior Secured Notes | Prior to July 15, 2017 | Change of Control | |
Debt Instrument [Line Items] | |
Redemption price percentage | 101.00% |
Senior secured notes | Senior Secured Notes | Prior to July 15, 2017 | Asset Sale | |
Debt Instrument [Line Items] | |
Redemption price percentage | 100.00% |
Proceeds from asset sale | 7,500,000 |
Senior secured notes | Exchange Notes | |
Debt Instrument [Line Items] | |
Covenant, period to file registration statement with SEC for Exchange Notes | 300 days |
Covenant, period to become effective | 390 days |
Covenant, selling period upon effective registration | 30 days |
NOTES_PAYABLE_Equipment_Note_P
NOTES PAYABLE - Equipment Note Payable (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Nov. 18, 2014 | |
Short-term Debt [Line Items] | ||||
Payments of notes payable | $99,659,000 | $800,000 | ||
Notes Payable | Equipment Note Payable | ||||
Short-term Debt [Line Items] | ||||
Debt, face amount | 1,838,000 | |||
Stated interest rate | 8.00% | |||
Payments of notes payable | 184,000 | |||
Monthly principal and interest payments | $144,000 |
NOTES_PAYABLE_Notes_Payable_un
NOTES PAYABLE - Notes Payable under 2012 Credit Agreement (Details) (USD $) | 12 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Nov. 28, 2012 | Dec. 31, 2012 | Jun. 24, 2013 | |
Debt Instrument [Line Items] | |||||
Accumulated amortization of loan discount | $717,000 | $2,914,000 | $213,000 | ||
Payment in kind interest | 1,022,000 | 2,040,000 | |||
Loss on early extinguishment of debt | 17,157,000 | 0 | |||
Notes Payable | Former SAE Common Stockholders | |||||
Debt Instrument [Line Items] | |||||
Debt, principal amount | 17,500,000 | ||||
Notes Payable | 2012 Credit Agreement | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, term | 4 years | ||||
Debt, face amount | 80,000,000 | ||||
Stated interest rate | 13.50% | ||||
Quarterly principal payment | 200,000 | ||||
Quarterly interest payment, percent | 0.25% | ||||
Percentage of common stock issued | 1.00% | ||||
Loan issuance costs | 12,029,000 | ||||
Unamortized loan discount | 7,983,000 | 607,000 | |||
Accumulated amortization of loan discount | 158,000 | ||||
Loan issuance costs and discount amortization expense | 2,298,000 | 2,860,000 | |||
Payment in kind interest, percent | 2.50% | ||||
Payment in kind interest | 1,022,000 | 2,040,000 | |||
Loss on early extinguishment of debt | 17,157,000 | ||||
Prepayment penalties | 8,877,000 | ||||
Legal fees | $297,000 |
NOTES_PAYABLE_Notes_Payable_to
NOTES PAYABLE - Notes Payable to Related Parties (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||||||||
Dec. 31, 2014 | Dec. 31, 2013 | Jul. 02, 2014 | Jun. 24, 2013 | Jun. 23, 2013 | Feb. 28, 2011 | Jan. 01, 2009 | Nov. 28, 2012 | Dec. 31, 2012 | Jan. 08, 2014 | |
Debt Instrument [Line Items] | ||||||||||
Fair value of promissory note | $0 | $12,406,000 | $11,775,000 | |||||||
Cumulative deferred interest payments | 0 | 53,000 | ||||||||
Converted instrument, options issued (in shares) | 1,000,000 | |||||||||
Exercise price of warrants | $12 | |||||||||
Number of securities called by warrants (in shares) | 14,000,000 | |||||||||
Former SAE Common Stockholders | CLCH | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum credit line | 3,000,000 | |||||||||
Annual interest rate | 8.50% | |||||||||
Notes Payable | 2012 Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stated interest rate | 13.50% | |||||||||
Notes Payable | Former SAE Common Stockholders | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, principal amount | 17,500,000 | |||||||||
Notes Payable | Former SAE Common Stockholders | 2012 Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Cumulative deferred interest payments | 2,007,000 | |||||||||
Notes Payable | Former SAE Common Stockholders | CLCH | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, principal amount | 17,500,000 | |||||||||
Stated interest rate | 10.00% | |||||||||
Fair value of promissory note | 11,775,000 | |||||||||
Discount rate | 17.60% | |||||||||
Maximum credit line | 3,000,000 | |||||||||
Annual interest rate | 8.50% | |||||||||
Outstanding balance | 53,000 | |||||||||
Notes Payable | Directors | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Converted instrument, options issued (in shares) | 1,000,000 | |||||||||
Exercise price of warrants | $12 | |||||||||
Number of securities called by warrants (in shares) | 100,000 | |||||||||
Notes Payable | Directors | Warrant exchange | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Warrants authorized (in shares) | 1,000,000 | |||||||||
Notes Payable | Directors | Eric S. Rosenfeld | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Convertible promissory notes | 300,000 | |||||||||
Notes Payable | Directors | David D. Sgro | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Convertible promissory notes | $200,000 |
NOTES_PAYABLE_Future_Principal
NOTES PAYABLE - Future Principal Payments for Notes Payable (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2015 | $1,654 |
2016 | 0 |
2017 | 0 |
2018 | 0 |
2019 | 150,000 |
Thereafter | 0 |
Net note payable | $151,654 |
LEASES_Future_Minimum_Lease_Pa
LEASES - Future Minimum Lease Payments for Capital Leases (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2015 | $514 | |
2016 | 144 | |
2017 | 55 | |
2018 | 0 | |
2019 | 0 | |
Thereafter | 0 | |
Total minimum lease payments | 713 | |
Less: amount representing interest | -68 | |
Present value of net minimum lease payments | 645 | |
Less: current maturities of capital lease obligations | -460 | -485 |
Long-term capital lease obligations | $185 | $618 |
LEASES_Assets_Recorded_Under_C
LEASES - Assets Recorded Under Capital Leases (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment under capital leases | $1,517 | $2,943 |
Less: accumulated depreciation | -639 | -1,280 |
Property under capital leases, net | 878 | 1,663 |
Field operating equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment under capital leases | 757 | 2,062 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment under capital leases | 403 | 437 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment under capital leases | 235 | 292 |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment under capital leases | $122 | $152 |
LEASES_Future_Minimum_Lease_Pa1
LEASES - Future Minimum Lease Payments Under Operating Leases (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2015 | $1,740 |
2016 | 1,529 |
2017 | 1,379 |
2018 | 1,361 |
2019 | 619 |
Thereafter | 0 |
Total | $6,628 |
LEASES_Additional_Information_
LEASES - Additional Information (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Leases [Abstract] | ||
Expiration period of operating leases | 5 years | |
Renewal term of operating leases | 1 year | |
Rental expense for operating leases | $53,351 | $1,880 |
EARNINGS_PER_SHARE_Basic_and_D
EARNINGS PER SHARE - Basic and Diluted Net Loss Per Share (Details) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Net Loss Attributable to Corporation | ||
Basic loss per share | ($41,753) | ($21,051) |
Effect of dilutive securities | 0 | 0 |
Diluted loss per share | ($41,753) | ($21,051) |
Shares | ||
Basic loss per share | 14,697,061 | 10,010,492 |
Effect of dilutive securities | 0 | 0 |
Diluted loss per share | 14,697,061 | 10,010,492 |
Basic loss per share | ($2.84) | ($2.10) |
Diluted loss per share | ($2.84) | ($2.10) |
EARNINGS_PER_SHARE_Additional_
EARNINGS PER SHARE - Additional Information (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Exercise price of warrants | 12 | |
Average per share price | 7.92 | |
Warrant | Warrants to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the calculation of diluted earnings per share (in shares) | 581,807 | 14,000,000 |
Warrant | Warrant exchange | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the calculation of diluted earnings per share (in shares) | 1,000,000 |
INCOME_TAXES_Income_Before_Inc
INCOME TAXES - Income Before Income Taxes (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
(Loss) income before income taxes | ($25,519) | ($10,511) |
U.S. | ||
(Loss) income before income taxes | -50,154 | -6,159 |
Foreign | ||
(Loss) income before income taxes | $24,635 | ($4,352) |
INCOME_TAXES_Provision_for_Inc
INCOME TAXES - Provision for Income Taxes (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Current income tax expense: | ||
U.S. – federal and state | $307 | $1 |
Foreign | 13,714 | 9,139 |
Total current income tax expense | 14,021 | 9,140 |
Deferred income tax expense (benefit): | ||
U.S. – federal and state | 0 | 1,812 |
Foreign | -1,145 | -457 |
Total deferred income tax expense (benefit) | -1,145 | 1,355 |
Total provision for income taxes | $12,876 | $10,495 |
INCOME_TAXES_Reconciliation_of
INCOME TAXES - Reconciliation of Provision for Income Tax (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ||
Expected income tax expense (benefit) at 35% | ($8,932) | ($3,678) |
IRC Section 956 deemed dividend | 0 | 5,645 |
Effects of expenses not deductible for tax purposes | 1,431 | 1,614 |
Tax effect of valuation allowance on deferred tax assets | 18,725 | 1,144 |
Taxes in lieu of income taxes | 0 | 3,126 |
Reduction in reserve for uncertain tax position | 0 | -329 |
Effects of differences between U.S. and foreign tax rates, net of federal benefit, and other | 1,652 | 2,973 |
Total provision for income taxes | $12,876 | $10,495 |
INCOME_TAXES_Tax_Effects_of_Te
INCOME TAXES - Tax Effects of Temporary Differences (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Income Tax Disclosure [Abstract] | ||
Current deferred tax asset, net | $520 | $1,371 |
Non-current deferred tax asset, net | 8,027 | 743 |
Current deferred tax liability, net | -587 | -69 |
Non-current deferred tax liability, net | -5,731 | -1,114 |
Net deferred tax asset | 2,229 | 931 |
Deferred tax assets: | ||
Deferred charges | 1,191 | 0 |
Deferred revenue | 0 | 1,206 |
Related party accrued expenses | 0 | 33 |
Deferred contract costs | 0 | 398 |
Other accruals | 1,774 | 581 |
Research and development credits | 2,406 | 0 |
Capital lease obligation | 124 | 240 |
Foreign tax credit and AMT credit carry forwards | 12,538 | 7,764 |
Financing costs | 0 | 334 |
Unrealized loss | 507 | 379 |
Property and equipment | 1,981 | 636 |
Net operating loss carry forwards | 13,749 | 3,590 |
Total deferred tax assets | 34,270 | 15,161 |
Less: valuation allowance | -25,723 | -6,998 |
Total deferred tax assets, net | 8,547 | 8,163 |
Deferred tax liabilities: | ||
Other receivables | -329 | -69 |
Property and equipment | -5,416 | -6,787 |
Foreign exchange gain | 0 | -61 |
Deferred contract costs | -258 | 0 |
Intangible assets | -315 | -315 |
Total deferred tax liabilities | -6,318 | -7,232 |
Net deferred tax asset | $2,229 | $931 |
INCOME_TAXES_Unrecognized_Tax_
INCOME TAXES - Unrecognized Tax Benefits (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits, beginning balance | $0 | $329 |
Additions for prior year tax positions | 0 | 0 |
Reductions for lapse in statute | 0 | -329 |
Unrecognized tax benefits, ending balance | $0 | $0 |
INCOME_TAXES_Net_Operating_Los
INCOME TAXES - Net Operating Loss Carryforwards (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $40,889 | $12,272 |
United States | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 25,462 | 5,563 |
Canada | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 2,750 | 440 |
Malaysia | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 5,412 | 5,743 |
Brazil | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 2,595 | 0 |
Others | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $4,670 | $526 |
INCOME_TAXES_Foreign_Tax_Credi
INCOME TAXES - Foreign Tax Credits Carryforwards (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Tax Credit Carryforward [Line Items] | ||
Foreign tax credits carryforwards | $12,516 | $7,453 |
United States | ||
Tax Credit Carryforward [Line Items] | ||
Foreign tax credits carryforwards | 11,519 | 6,938 |
Canada | ||
Tax Credit Carryforward [Line Items] | ||
Foreign tax credits carryforwards | 641 | 515 |
United Kingdom | ||
Tax Credit Carryforward [Line Items] | ||
Foreign tax credits carryforwards | $356 | $0 |
INCOME_TAXES_Net_Deferred_Tax_
INCOME TAXES - Net Deferred Tax Assets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Tax Credit Carryforward [Line Items] | ||
Net deferred tax assets (liabilities) | $2,229 | $931 |
United States | ||
Tax Credit Carryforward [Line Items] | ||
Net deferred tax assets (liabilities) | 0 | 0 |
Canada | ||
Tax Credit Carryforward [Line Items] | ||
Net deferred tax assets (liabilities) | 337 | -156 |
Colombia | ||
Tax Credit Carryforward [Line Items] | ||
Net deferred tax assets (liabilities) | 208 | 572 |
Malaysia | ||
Tax Credit Carryforward [Line Items] | ||
Net deferred tax assets (liabilities) | 429 | 1 |
Peru | ||
Tax Credit Carryforward [Line Items] | ||
Net deferred tax assets (liabilities) | 792 | 476 |
Others | ||
Tax Credit Carryforward [Line Items] | ||
Net deferred tax assets (liabilities) | $463 | $38 |
INCOME_TAXES_Additional_Inform
INCOME TAXES - Additional Information (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets, valuation allowance | ($25,723) | ($6,998) |
Tax effect of valuation allowance on deferred tax assets | 18,725 | 1,144 |
Accrued interest and penalties | 51 | 0 |
Interest and penalties recognized as expense | 83 | 215 |
Net operating loss carryforwards | 40,889 | 12,272 |
United States, Canada, Malaysia and Brazil | ||
Operating Loss Carryforwards [Line Items] | ||
Tax effect of valuation allowance on deferred tax assets | 18,725 | 6,969 |
United States | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 25,462 | 5,563 |
Net operating loss carryforwards, subject to Section 382 limitation | 3,044 | |
Net operating loss carryforwards, not subject to Section 382 limitation | 22,418 | |
U.S. | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $3,735 |
WARRANTS_Details
WARRANTS (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | ||||||||
Mar. 26, 2012 | Dec. 31, 2013 | Feb. 14, 2014 | Feb. 07, 2014 | Jun. 24, 2013 | Jun. 24, 2011 | Jun. 27, 2011 | Feb. 28, 2011 | Dec. 31, 2014 | Jan. 08, 2014 | Jun. 24, 2014 | Dec. 31, 2012 | |
class_warrant | ||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||
Number of securities called by warrants (in shares) | 14,000,000 | |||||||||||
Exercise price of warrants | $12 | |||||||||||
Redemption price of warrants | $0.01 | |||||||||||
Share price | $7.92 | |||||||||||
Number of trading days | 20 days | |||||||||||
Consecutive trading day period | 30 days | |||||||||||
Number of warrants outstanding (in shares) | 14,000,000 | 581,807 | ||||||||||
Converted instrument, options issued (in shares) | 1,000,000 | |||||||||||
Conversion price | $12 | |||||||||||
Warrant exchange | ||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||
Number of warrants outstanding (in shares) | 15,000,000 | |||||||||||
Warrant expiration date | 7-Feb-14 | |||||||||||
Number of warrants exchanged (in shares) | 14,418,193 | |||||||||||
Shares issued (in shares) | 1,441,813 | |||||||||||
Proceeds from warrant exercises | $52,000 | |||||||||||
Notes Payable | Directors | ||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||
Number of securities called by warrants (in shares) | 100,000 | |||||||||||
Exercise price of warrants | $12 | |||||||||||
Converted instrument, options issued (in shares) | 1,000,000 | |||||||||||
Notes Payable | Directors | Warrant exchange | ||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||
Warrants authorized (in shares) | 1,000,000 | |||||||||||
Convertible Debt Warrants | ||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||
Debt, principal amount | $500,000 | |||||||||||
Merger agreement | ||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||
Converted instrument, options issued (in shares) | 100,000 | |||||||||||
Minimum | ||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||
Share price | $12.50 | |||||||||||
Minimum | Merger agreement | ||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||
Exercise price of warrants | 7.5 | $7.50 | ||||||||||
Redemption price of warrants | 12.5 | $12.50 | ||||||||||
Maximum | Merger agreement | ||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||
Exercise price of warrants | 12 | $12 | ||||||||||
Redemption price of warrants | 15 | $15 | ||||||||||
Trio Merger Corp. | ||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||
Exercise price of warrants | $7.50 | |||||||||||
Warrants issued in private sale (in shares) | 6,500,000 | |||||||||||
Warrants issued in initial public offering (in shares) | 600,000 | |||||||||||
Units sold in initial public offering (in shares) | 6,000,000 | |||||||||||
Additional units sold (in shares) | 900,000 | |||||||||||
Number of warrants outstanding (in shares) | 581,807 | |||||||||||
Former SAE | ||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||
Exercise price of warrants | $0.01 | |||||||||||
Number of classes of liability warrants | 2 | |||||||||||
Liability warrants, convertible common stock percentage | 2.00% | |||||||||||
Former SAE | Lenders | ||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||
Liability warrants, convertible common stock percentage | 1.00% | |||||||||||
Former SAE | Remaining warrants | ||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||
Liability warrants, convertible common stock percentage | 1.00% |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) (USD $) | 12 Months Ended | 0 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | Jun. 23, 2013 | Mar. 07, 2014 | |
Class of Stock [Line Items] | |||||
Preferred stock, authorized shares (in shares) | 1,000,000 | 1,000,000 | |||
Preferred stock, par value | $0.00 | $0.00 | |||
Preferred stock, outstanding shares (in shares) | 0 | 0 | |||
Preferred stock, shares issued (in shares) | 0 | ||||
Common stock, authorized shares (in shares) | 55,000,000 | 55,000,000 | |||
Common stock, par value | $0.00 | $0.00 | |||
Common stock, shares issued (in shares) | 13,428,736 | 14,922,497 | |||
2012 Stock Compensation Plan | |||||
Class of Stock [Line Items] | |||||
Restricted shares issued (in shares) | 111,691 | ||||
Share-based compensation, shares forfeited (in shares) | 1,500 | ||||
Share-based compensation | $1,098,000 | ||||
Share-based compensation, number of shares authorized (in shares) | 792,513 | ||||
2012 Stock Compensation Plan | Restricted stock | |||||
Class of Stock [Line Items] | |||||
Share-based compensation, number of shares authorized (in shares) | 396,256 | ||||
2013 Non-Employee Director Plan | |||||
Class of Stock [Line Items] | |||||
Share-based compensation, number of shares authorized (in shares) | 400,000 | ||||
Share-based compensation, number of shares remaining for issuance (in shares) | 321,980 | ||||
2013 Non-Employee Director Plan | Restricted stock | |||||
Class of Stock [Line Items] | |||||
Share-based compensation (in shares) | 26,072 | 51,948 | |||
Share-based compensation | 200,000 | 200,000 | |||
Share based compensation, weighted-average grant date fair value | $7.67 | $3.85 | |||
Common Stock | 2012 Stock Compensation Plan | |||||
Class of Stock [Line Items] | |||||
Share-based compensation (in shares) | 111,691 | ||||
Maximum | 2012 Stock Compensation Plan | |||||
Class of Stock [Line Items] | |||||
Share-based compensation (in shares) | 125,020 | ||||
Former SAE Common Stockholders | |||||
Class of Stock [Line Items] | |||||
Equity interest issued and issuable (in shares) | $254,558 |
NONCONTROLLING_INTEREST_Detail
NONCONTROLLING INTEREST (Details) | 12 Months Ended | |
Dec. 31, 2014 | Nov. 19, 2012 | |
Joint Venture | ||
Schedule of Equity Method Investments [Line Items] | ||
Term of joint venture agreement | 5 years | |
Equity method investment, ownership held | 49.00% | |
Equity method investment, percentage of gross revenues | 10.00% | |
Village Corp | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investment, ownership held | 51.00% |
EMPLOYEE_BENEFITS_Details
EMPLOYEE BENEFITS (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Retirement Registered Saving Plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employer contributions | $327 | $338 |
401(k) Plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employer contributions | $169 | $72 |
GEOGRAPHIC_AND_RELATED_INFORMA2
GEOGRAPHIC AND RELATED INFORMATION - Revenues and Identifiable Assets by Geographic Areas (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues from Services | $386,820 | $245,268 |
Identifiable Assets | 86,949 | 67,984 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues from Services | 107,515 | 29,335 |
Identifiable Assets | 68,118 | 41,929 |
Canada | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues from Services | 20,289 | 73,863 |
Identifiable Assets | 5,722 | 7,919 |
North America | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues from Services | 127,804 | 103,198 |
Identifiable Assets | 73,840 | 49,848 |
Peru | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues from Services | 117,829 | 44,637 |
Identifiable Assets | 3,448 | 1,581 |
Colombia | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues from Services | 68,415 | 60,159 |
Identifiable Assets | 7,877 | 13,101 |
Bolivia | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues from Services | 60,080 | 7,016 |
Identifiable Assets | 558 | 1,127 |
Other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues from Services | 11,942 | 210 |
Identifiable Assets | 134 | 40 |
South America | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues from Services | 258,266 | 112,022 |
Identifiable Assets | 12,017 | 15,849 |
Southeast Asia | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues from Services | 750 | 30,048 |
Identifiable Assets | 1,092 | 2,287 |
Excluding United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenues from Services | 279,305 | 215,933 |
Identifiable Assets | $18,831 | $26,055 |
GEOGRAPHIC_AND_RELATED_INFORMA3
GEOGRAPHIC AND RELATED INFORMATION - Revenues and Accounts Receivable (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Customer A | ||
Revenue, Major Customer [Line Items] | ||
Revenues from Services, Amount | $131,756 | |
Revenues from Services, % of Consolidated | 34.00% | |
Accounts Receivable, Net, Amount | 10,763 | |
Accounts Receivable, Net, % of Consolidated | 15.00% | |
Customer B | ||
Revenue, Major Customer [Line Items] | ||
Revenues from Services, Amount | 49,917 | |
Revenues from Services, % of Consolidated | 13.00% | |
Accounts Receivable, Net, Amount | 25,128 | |
Accounts Receivable, Net, % of Consolidated | 34.00% | |
Customer C | ||
Revenue, Major Customer [Line Items] | ||
Accounts Receivable, Net, Amount | 9,465 | |
Accounts Receivable, Net, % of Consolidated | 13.00% | |
Customer D | ||
Revenue, Major Customer [Line Items] | ||
Accounts Receivable, Net, Amount | 7,360 | |
Accounts Receivable, Net, % of Consolidated | 10.00% | |
Customer E | ||
Revenue, Major Customer [Line Items] | ||
Revenues from Services, Amount | 48,400 | |
Revenues from Services, % of Consolidated | 20.00% | |
Customer F | ||
Revenue, Major Customer [Line Items] | ||
Revenues from Services, Amount | 78,400 | |
Revenues from Services, % of Consolidated | 32.00% | |
Accounts Receivable, Net, Amount | 21,100 | |
Accounts Receivable, Net, % of Consolidated | 52.00% | |
Customer G | ||
Revenue, Major Customer [Line Items] | ||
Accounts Receivable, Net, Amount | $5,300 | |
Accounts Receivable, Net, % of Consolidated | 13.00% |
FINANCIAL_INSTRUMENTS_Financia
FINANCIAL INSTRUMENTS - Financial Instruments Measured at Fair Value on a Recurring Basis (Details) (USD $) | 6 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2014 |
Note payable to related parties – Former SAE common stockholders: | ||
Beginning balance | $11,775 | $12,406 |
Realized loss | 5,094 | |
Repayment of notes | -17,500 | |
Unrealized loss | 631 | |
Ending balance | 12,406 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Note payable to related parties – Former SAE common stockholders: | ||
Beginning balance | 11,775 | 12,406 |
Realized loss | 5,094 | |
Repayment of notes | -17,500 | |
Unrealized loss | 631 | |
Ending balance | $12,406 | $0 |
RELATED_PARTY_TRANSACTIONS_Cum
RELATED PARTY TRANSACTIONS - Cumulative Dividends on Preferred Shares (Details) (Former SAE Common Stockholders, CLCH, Convertible Preferred Stock, USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Former SAE Common Stockholders | CLCH | Convertible Preferred Stock | ||
Related Party Transaction [Line Items] | ||
Beginning balance | $0 | $1,072 |
Accrual | 0 | 5,262 |
Payment | -1,072 | -5,084 |
Ending balance | $1,072 | $894 |
FINANCIAL_INSTRUMENTS_Addition
FINANCIAL INSTRUMENTS - Additional Information (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Unrealized loss | $631,000 | |
Unrealized loss reported under change in fair value | 5,094,000 | |
Carrying value of notes payable to directors | 500,000 | |
Convertible Debt Warrants | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Estimated fair value of notes payable to directors | 886,000 | |
Senior secured notes | Investor | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Carrying value of notes payable | 150,000,000 | 80,688,000 |
Estimated fair value of notes payable | $93,375,000 | $78,721,000 |
RELATED_PARTY_TRANSACTIONS_Add
RELATED PARTY TRANSACTIONS - Additional Information (Details) (USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||||||
Jun. 24, 2013 | Jun. 23, 2013 | Jun. 24, 2013 | Jun. 24, 2013 | Nov. 26, 2012 | Dec. 31, 2013 | Jul. 02, 2014 | Feb. 28, 2011 | Jun. 24, 2014 | Jan. 01, 2009 | Jun. 20, 2011 | Jan. 08, 2014 | |
registration_right | registration_right | |||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of securities called by warrants (in shares) | 14,000,000 | |||||||||||
Merger agreement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Preferred stock, dividends | $5,000,000 | |||||||||||
Shares issued in acquisition (in shares) | 6,448,443 | |||||||||||
Former SAE Common Stockholders | Notes Payable | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt, principal amount | 17,500,000 | 17,500,000 | 17,500,000 | |||||||||
Former SAE Common Stockholders | CLCH | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Distributed dividends | 2,923,000 | |||||||||||
Maximum credit line | 3,000,000 | |||||||||||
Annual interest rate | 8.50% | |||||||||||
Number of registration rights | 1 | |||||||||||
Former SAE Common Stockholders | CLCH | Notes Payable | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt, principal amount | 17,500,000 | 17,500,000 | 17,500,000 | |||||||||
Maximum credit line | 3,000,000 | |||||||||||
Annual interest rate | 8.50% | |||||||||||
Former SAE Common Stockholders | CLCH | Merger agreement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Preferred stock, dividends | 5,000,000 | |||||||||||
Cash consideration | 8,803,000 | |||||||||||
Former SAE Common Stockholders | CLCH | Merger agreement | Notes Payable | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt, principal amount | 17,500,000 | 17,500,000 | 17,500,000 | |||||||||
Former SAE Common Stockholders | Seismic | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Distributed dividends | 5,009,000 | |||||||||||
Former SAE Common Stockholders | Seismic | Merger agreement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Cash consideration | 1,392,000 | |||||||||||
Former SAE Common Stockholders | Jeff Hastings | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Reimbursed out-of-pocket business expenses | 192,000 | |||||||||||
Former SAE Common Stockholders | Brian A. Beatty | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Reimbursed out-of-pocket business expenses | 69,000 | |||||||||||
Chief Financial Officer | Brent Whiteley | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Distributed dividends | 442,000 | |||||||||||
Chief Financial Officer | Brent Whiteley | Restricted stock | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Restricted stock issued (in shares) | 50,000 | |||||||||||
Chief Financial Officer | Brent Whiteley | Merger agreement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Cash consideration | 331,000 | |||||||||||
Shares issued in acquisition (in shares) | 284,965 | |||||||||||
Chief Financial Officer | Brent Whiteley | Merger agreement | Restricted stock | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Restricted stock exchanged (in shares) | 50,000 | |||||||||||
Executive Vice President-Operations | Mike Scott | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Distributed dividends | 69,000 | |||||||||||
Executive Vice President-Operations | Mike Scott | Merger agreement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Cash consideration | 52,000 | |||||||||||
Executive Vice President-Marine | Darrin Silvernagle | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Distributed dividends | 25,000 | |||||||||||
Executive Vice President-Marine | Darrin Silvernagle | Merger agreement | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Cash consideration | 38,000 | |||||||||||
Initial Stockholders | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Reimbursed out-of-pocket business expenses | 28,000 | |||||||||||
Number of registration rights | 2 | |||||||||||
Affiliated Entity | Crescendo Advisors II, LLC | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
General and administrative services | 58,000 | |||||||||||
Affiliated Entity | Encompass and Seismic | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Leased equipment purchases | 1,483,000 | |||||||||||
Directors | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of registration rights | 3 | |||||||||||
Directors | Notes Payable | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Number of securities called by warrants (in shares) | 100,000 | |||||||||||
Directors | Notes Payable | Warrant exchange | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Warrants authorized (in shares) | 1,000,000 | |||||||||||
Directors | Eric S. Rosenfeld | Notes Payable | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Convertible promissory notes | 300,000 | |||||||||||
Directors | David D. Sgro | Notes Payable | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Convertible promissory notes | 200,000 | |||||||||||
Promissory note | Former SAE Common Stockholders | CLCH | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Principal and interest payment | 53,000 | 9,873,000 | ||||||||||
Promissory note | Former SAE Common Stockholders | Seismic | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Principal and interest payment | 3,581,000 | |||||||||||
Promissory note | Chief Financial Officer | Brent Whiteley | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Principal and interest payment | 853,000 | |||||||||||
Promissory note | Executive Vice President-Operations | Mike Scott | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Principal and interest payment | 127,000 | |||||||||||
Promissory note | Executive Vice President-Marine | Darrin Silvernagle | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Principal and interest payment | $93,000 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Commitments and Contingencies Disclosure [Abstract] | |
Disputed fees | $657 |
CONDENSED_CONSOLIDATING_FINANC2
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Additional Information (Details) (USD $) | Jul. 02, 2014 |
Senior secured notes | Notes | |
Condensed Financial Statements, Captions [Line Items] | |
Debt, face amount | $150,000,000 |
The Guarantors | United States | |
Condensed Financial Statements, Captions [Line Items] | |
Ownership percentage | 100.00% |
Other Subsidiaries | Bolivia, Colombia and Peru | |
Condensed Financial Statements, Captions [Line Items] | |
Ownership percentage | 100.00% |
CONDENSED_CONSOLIDATING_FINANC3
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Balance Sheet (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Current assets: | |||
Cash and cash equivalents | $12,322 | $17,351 | $15,721 |
Restricted cash | 723 | 638 | |
Accounts receivable, net | 73,584 | 40,928 | |
Deferred costs on contracts | 4,631 | 3,190 | |
Prepaid expenses and other current assets | 17,037 | 4,619 | |
Deferred income tax assets | 520 | 1,371 | |
Total current assets | 108,817 | 68,097 | |
Property and equipment, net | 77,096 | 64,572 | |
Investment in subsidiaries | 0 | 0 | |
Intercompany receivables | 0 | 0 | |
Intangible assets, net | 1,050 | 1,260 | |
Goodwill | 1,977 | 2,150 | 2,306 |
Deferred loan issuance costs, net | 6,826 | 9,115 | 9,066 |
Deferred income tax assets | 8,027 | 743 | |
Other assets | 0 | 13 | |
Total assets | 203,793 | 145,950 | |
Current liabilities: | |||
Accounts payable | 34,255 | 16,511 | |
Accrued liabilities | 10,902 | 3,124 | |
Income and other taxes payable | 20,261 | 7,073 | |
Accrued payroll liabilities | 8,652 | 4,497 | |
Current portion of notes payable under 2012 credit agreement | 0 | 800 | |
Equipment note payable | 1,654 | 0 | |
Current portion of capital leases | 460 | 485 | |
Notes payable to related parties | 0 | 500 | |
Deferred revenue | 187 | 7,927 | |
Deferred income tax liabilities | 587 | 69 | |
Total current liabilities | 76,958 | 40,986 | |
Senior secured notes payable | 150,000 | ||
Long-term portion of credit agreement borrowings | 0 | 79,888 | |
Notes payable to Former SAE stockholders | 0 | 12,406 | |
Long-term portion of capital leases | 185 | 618 | |
Intercompany payables | 0 | 0 | |
Deferred income tax liabilities | 5,731 | 1,114 | |
Total liabilities | 232,874 | 135,012 | |
Stockholders’ equity: | |||
Common stock | 2 | 2 | |
Additional paid-in capital | 28,185 | 27,485 | |
Retained earnings (accumulated deficit) | -56,264 | -14,511 | |
Accumulated other comprehensive loss | -4,362 | -2,083 | |
Total stockholders’ equity attributable to the Corp. | -32,439 | 10,893 | |
Noncontrolling interest | 3,358 | 45 | |
Total stockholders’ equity (deficit) | -29,081 | 10,938 | 24,065 |
Total liabilities and stockholders’ equity (deficit) | 203,793 | 145,950 | |
Consolidating Adjustments | |||
Current assets: | |||
Cash and cash equivalents | 0 | 0 | 0 |
Restricted cash | 0 | 0 | |
Accounts receivable, net | 0 | 0 | |
Deferred costs on contracts | 0 | 0 | |
Prepaid expenses and other current assets | 0 | 0 | |
Deferred income tax assets | 0 | 0 | |
Total current assets | 0 | 0 | |
Property and equipment, net | 0 | 0 | |
Investment in subsidiaries | -69,268 | -133,502 | |
Intercompany receivables | -126,466 | -16,731 | |
Intangible assets, net | 0 | 0 | |
Goodwill | 0 | 0 | |
Deferred loan issuance costs, net | 0 | 0 | |
Deferred income tax assets | 0 | 0 | |
Other assets | 0 | 0 | |
Total assets | -195,734 | -150,233 | |
Current liabilities: | |||
Accounts payable | 0 | 0 | |
Accrued liabilities | 0 | 0 | |
Income and other taxes payable | 0 | 0 | |
Accrued payroll liabilities | 0 | 0 | |
Current portion of notes payable under 2012 credit agreement | 0 | ||
Equipment note payable | 0 | ||
Current portion of capital leases | 0 | 0 | |
Notes payable to related parties | 0 | ||
Deferred revenue | 0 | 0 | |
Deferred income tax liabilities | 0 | 0 | |
Total current liabilities | 0 | 0 | |
Senior secured notes payable | 0 | ||
Long-term portion of credit agreement borrowings | 0 | ||
Notes payable to Former SAE stockholders | 0 | ||
Long-term portion of capital leases | 0 | 0 | |
Intercompany payables | -126,466 | -16,731 | |
Deferred income tax liabilities | 0 | 0 | |
Total liabilities | -126,466 | -16,731 | |
Stockholders’ equity: | |||
Common stock | 0 | 0 | |
Additional paid-in capital | -61,354 | -63,092 | |
Retained earnings (accumulated deficit) | -7,914 | -70,410 | |
Accumulated other comprehensive loss | 0 | 0 | |
Total stockholders’ equity attributable to the Corp. | -69,268 | -133,502 | |
Noncontrolling interest | 0 | 0 | |
Total stockholders’ equity (deficit) | -69,268 | -133,502 | |
Total liabilities and stockholders’ equity (deficit) | -195,734 | -150,233 | |
SAExploration Holding, Inc. | |||
Current assets: | |||
Cash and cash equivalents | 0 | 0 | 0 |
Restricted cash | 0 | 0 | |
Accounts receivable, net | 70 | 0 | |
Deferred costs on contracts | 0 | 0 | |
Prepaid expenses and other current assets | 31 | 0 | |
Deferred income tax assets | 0 | 0 | |
Total current assets | 101 | 0 | |
Property and equipment, net | 0 | 0 | |
Investment in subsidiaries | -14,245 | 15,857 | |
Intercompany receivables | 126,466 | 0 | |
Intangible assets, net | 0 | 0 | |
Goodwill | 0 | 0 | |
Deferred loan issuance costs, net | 6,022 | 0 | |
Deferred income tax assets | 15 | 0 | |
Other assets | 0 | 13 | |
Total assets | 118,359 | 15,870 | |
Current liabilities: | |||
Accounts payable | 0 | 0 | |
Accrued liabilities | 7,519 | 681 | |
Income and other taxes payable | 0 | 35 | |
Accrued payroll liabilities | 0 | 0 | |
Current portion of notes payable under 2012 credit agreement | 0 | ||
Equipment note payable | 0 | ||
Current portion of capital leases | 0 | 0 | |
Notes payable to related parties | 500 | ||
Deferred revenue | 0 | 0 | |
Deferred income tax liabilities | 0 | 0 | |
Total current liabilities | 7,519 | 1,216 | |
Senior secured notes payable | 150,000 | ||
Long-term portion of credit agreement borrowings | 0 | ||
Notes payable to Former SAE stockholders | 12,406 | ||
Long-term portion of capital leases | 0 | 0 | |
Intercompany payables | 0 | 355 | |
Deferred income tax liabilities | 0 | 0 | |
Total liabilities | 157,519 | 13,977 | |
Stockholders’ equity: | |||
Common stock | 2 | 2 | |
Additional paid-in capital | 28,185 | 27,485 | |
Retained earnings (accumulated deficit) | -67,347 | -25,594 | |
Accumulated other comprehensive loss | 0 | 0 | |
Total stockholders’ equity attributable to the Corp. | -39,160 | 1,893 | |
Noncontrolling interest | 0 | 0 | |
Total stockholders’ equity (deficit) | -39,160 | 1,893 | |
Total liabilities and stockholders’ equity (deficit) | 118,359 | 15,870 | |
The Guarantors | |||
Current assets: | |||
Cash and cash equivalents | 7,289 | 3,389 | 8,248 |
Restricted cash | 0 | 0 | |
Accounts receivable, net | 1,871 | 888 | |
Deferred costs on contracts | 3,626 | 463 | |
Prepaid expenses and other current assets | 536 | 394 | |
Deferred income tax assets | -255 | 849 | |
Total current assets | 13,067 | 5,983 | |
Property and equipment, net | 61,292 | 41,926 | |
Investment in subsidiaries | 80,003 | 117,645 | |
Intercompany receivables | 0 | 16,731 | |
Intangible assets, net | 0 | 0 | |
Goodwill | 0 | 0 | |
Deferred loan issuance costs, net | 804 | 9,115 | |
Deferred income tax assets | 5,046 | 10 | |
Other assets | 0 | 0 | |
Total assets | 160,212 | 191,410 | |
Current liabilities: | |||
Accounts payable | 9,429 | 4,116 | |
Accrued liabilities | 1,206 | 1,164 | |
Income and other taxes payable | 42 | -3,753 | |
Accrued payroll liabilities | 1,386 | 490 | |
Current portion of notes payable under 2012 credit agreement | 800 | ||
Equipment note payable | 1,654 | ||
Current portion of capital leases | 49 | 39 | |
Notes payable to related parties | 0 | ||
Deferred revenue | 0 | 4,775 | |
Deferred income tax liabilities | -1,275 | 69 | |
Total current liabilities | 12,491 | 7,700 | |
Senior secured notes payable | 0 | ||
Long-term portion of credit agreement borrowings | 79,888 | ||
Notes payable to Former SAE stockholders | 0 | ||
Long-term portion of capital leases | 96 | 102 | |
Intercompany payables | 66,006 | 0 | |
Deferred income tax liabilities | 5,440 | 749 | |
Total liabilities | 84,033 | 88,439 | |
Stockholders’ equity: | |||
Common stock | 0 | 0 | |
Additional paid-in capital | 43,861 | 43,861 | |
Retained earnings (accumulated deficit) | 28,960 | 59,065 | |
Accumulated other comprehensive loss | 0 | 0 | |
Total stockholders’ equity attributable to the Corp. | 72,821 | 102,926 | |
Noncontrolling interest | 3,358 | 45 | |
Total stockholders’ equity (deficit) | 76,179 | 102,971 | |
Total liabilities and stockholders’ equity (deficit) | 160,212 | 191,410 | |
Other Subsidiaries | |||
Current assets: | |||
Cash and cash equivalents | 5,033 | 13,962 | 7,473 |
Restricted cash | 723 | 638 | |
Accounts receivable, net | 71,643 | 40,040 | |
Deferred costs on contracts | 1,005 | 2,727 | |
Prepaid expenses and other current assets | 16,470 | 4,225 | |
Deferred income tax assets | 775 | 522 | |
Total current assets | 95,649 | 62,114 | |
Property and equipment, net | 15,804 | 22,646 | |
Investment in subsidiaries | 3,510 | 0 | |
Intercompany receivables | 0 | 0 | |
Intangible assets, net | 1,050 | 1,260 | |
Goodwill | 1,977 | 2,150 | |
Deferred loan issuance costs, net | 0 | 0 | |
Deferred income tax assets | 2,966 | 733 | |
Other assets | 0 | 0 | |
Total assets | 120,956 | 88,903 | |
Current liabilities: | |||
Accounts payable | 24,826 | 12,395 | |
Accrued liabilities | 2,177 | 1,279 | |
Income and other taxes payable | 20,219 | 10,791 | |
Accrued payroll liabilities | 7,266 | 4,007 | |
Current portion of notes payable under 2012 credit agreement | 0 | ||
Equipment note payable | 0 | ||
Current portion of capital leases | 411 | 446 | |
Notes payable to related parties | 0 | ||
Deferred revenue | 187 | 3,152 | |
Deferred income tax liabilities | 1,862 | 0 | |
Total current liabilities | 56,948 | 32,070 | |
Senior secured notes payable | 0 | ||
Long-term portion of credit agreement borrowings | 0 | ||
Notes payable to Former SAE stockholders | 0 | ||
Long-term portion of capital leases | 89 | 516 | |
Intercompany payables | 60,460 | 16,376 | |
Deferred income tax liabilities | 291 | 365 | |
Total liabilities | 117,788 | 49,327 | |
Stockholders’ equity: | |||
Common stock | 0 | 0 | |
Additional paid-in capital | 17,493 | 19,231 | |
Retained earnings (accumulated deficit) | -9,963 | 22,428 | |
Accumulated other comprehensive loss | -4,362 | -2,083 | |
Total stockholders’ equity attributable to the Corp. | 3,168 | 39,576 | |
Noncontrolling interest | 0 | 0 | |
Total stockholders’ equity (deficit) | 3,168 | 39,576 | |
Total liabilities and stockholders’ equity (deficit) | $120,956 | $88,903 |
CONDENSED_CONSOLIDATING_FINANC4
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Income Statement (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Income Statement | ||
Revenue from services | $386,820 | $245,268 |
Cost of services | 330,610 | 202,336 |
Gross profit | 56,210 | 42,932 |
Selling, general and administrative expenses | 39,543 | 34,677 |
Income from operations | 16,667 | 8,255 |
Other expense, net | -42,186 | -18,766 |
Equity in income (losses) of investments | 0 | 0 |
Loss before income taxes | -25,519 | -10,511 |
Provision (benefit) for income taxes | 12,876 | 10,495 |
Net income (loss) | -38,395 | -21,006 |
Less: net income attributable to noncontrolling interest | 3,358 | 45 |
Net income (loss) attributable to the Corporation | -41,753 | -21,051 |
Revenue from services | -40,674 | -23,445 |
Comprehensive net income (loss) attributable to Corporation | -44,032 | -23,490 |
Consolidating Adjustments | ||
Income Statement | ||
Revenue from services | 0 | 0 |
Cost of services | -519 | 0 |
Gross profit | 519 | 0 |
Selling, general and administrative expenses | 0 | 0 |
Income from operations | 519 | 0 |
Other expense, net | -519 | 0 |
Equity in income (losses) of investments | 30,088 | 19,920 |
Loss before income taxes | 30,088 | 19,920 |
Provision (benefit) for income taxes | 0 | 0 |
Net income (loss) | 30,088 | 19,920 |
Less: net income attributable to noncontrolling interest | 0 | 0 |
Net income (loss) attributable to the Corporation | 30,088 | 19,920 |
Revenue from services | 30,088 | 19,920 |
Comprehensive net income (loss) attributable to Corporation | 30,088 | 19,920 |
SAExploration Holding, Inc. | ||
Income Statement | ||
Revenue from services | 0 | 0 |
Cost of services | 0 | 0 |
Gross profit | 0 | 0 |
Selling, general and administrative expenses | 418 | 353 |
Income from operations | -418 | -353 |
Other expense, net | -11,230 | -1,553 |
Equity in income (losses) of investments | -30,105 | -23,688 |
Loss before income taxes | -41,753 | -25,594 |
Provision (benefit) for income taxes | 0 | 0 |
Net income (loss) | -41,753 | -25,594 |
Less: net income attributable to noncontrolling interest | 0 | 0 |
Net income (loss) attributable to the Corporation | -41,753 | -25,594 |
Revenue from services | -41,753 | -25,594 |
Comprehensive net income (loss) attributable to Corporation | -41,753 | -25,594 |
The Guarantors | ||
Income Statement | ||
Revenue from services | 107,514 | 29,335 |
Cost of services | 95,462 | 24,479 |
Gross profit | 12,052 | 4,856 |
Selling, general and administrative expenses | 10,504 | 12,361 |
Income from operations | 1,548 | -7,505 |
Other expense, net | -24,710 | -13,567 |
Equity in income (losses) of investments | 17 | 3,768 |
Loss before income taxes | -23,145 | -17,304 |
Provision (benefit) for income taxes | 3,602 | 1,796 |
Net income (loss) | -26,747 | -19,100 |
Less: net income attributable to noncontrolling interest | 3,358 | 45 |
Net income (loss) attributable to the Corporation | -30,105 | -19,145 |
Revenue from services | -26,747 | -19,100 |
Comprehensive net income (loss) attributable to Corporation | -30,105 | -19,145 |
Other Subsidiaries | ||
Income Statement | ||
Revenue from services | 279,306 | 215,933 |
Cost of services | 235,667 | 177,857 |
Gross profit | 43,639 | 38,076 |
Selling, general and administrative expenses | 28,621 | 21,963 |
Income from operations | 15,018 | 16,113 |
Other expense, net | -5,727 | -3,646 |
Equity in income (losses) of investments | 0 | 0 |
Loss before income taxes | 9,291 | 12,467 |
Provision (benefit) for income taxes | 9,274 | 8,699 |
Net income (loss) | 17 | 3,768 |
Less: net income attributable to noncontrolling interest | 0 | 0 |
Net income (loss) attributable to the Corporation | 17 | 3,768 |
Revenue from services | -2,262 | 1,329 |
Comprehensive net income (loss) attributable to Corporation | ($2,262) | $1,329 |
CONDENSED_CONSOLIDATING_FINANC5
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statement of Cash Flows (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Operating activities: | ||
Net cash provided by (used in) operating activities | ($19,901) | $2,963 |
Investing activities: | ||
Purchase of property and equipment | -28,203 | -11,110 |
Capital contribution to affiliate | 0 | |
Proceeds from sale of property and equipment | 119 | 0 |
Net cash used in investing activities | -28,084 | -11,110 |
Financing activities: | ||
Proceeds from issuance of senior secured notes | 150,000 | 0 |
Net proceeds from Merger | 0 | 35,277 |
Repayments of notes payable | -99,659 | -800 |
Repayments of advances from related parties | 0 | -53 |
Payment of loan issuance costs | -7,543 | -2,750 |
Merger costs | 0 | -5,027 |
Repayments of capital lease obligations | -493 | -797 |
Distribution to noncontrolling interest | -45 | 0 |
Intercompany lending | 0 | 0 |
Capital contribution from affiliate | 0 | |
Dividend payments on Former SAE common and preferred shares | -1,072 | -15,084 |
Dividend payments on affiliate | 0 | 0 |
Net cash provided by (used in) financing activities | 41,188 | 10,766 |
Effect of exchange rate changes on cash and cash equivalents | 1,768 | -989 |
Net change in cash and cash equivalents | -5,029 | 1,630 |
Cash and cash equivalents at the beginning of period | 17,351 | 15,721 |
Cash and cash equivalents at the end of period | 12,322 | 17,351 |
Consolidating Adjustments | ||
Operating activities: | ||
Net cash provided by (used in) operating activities | -13,221 | -431 |
Investing activities: | ||
Purchase of property and equipment | 0 | 0 |
Capital contribution to affiliate | -1,738 | |
Proceeds from sale of property and equipment | 0 | |
Net cash used in investing activities | -1,738 | 0 |
Financing activities: | ||
Proceeds from issuance of senior secured notes | 0 | |
Net proceeds from Merger | 0 | |
Repayments of notes payable | 0 | 0 |
Repayments of advances from related parties | 0 | |
Payment of loan issuance costs | 0 | 0 |
Merger costs | 0 | |
Repayments of capital lease obligations | 0 | 0 |
Distribution to noncontrolling interest | 0 | |
Intercompany lending | 0 | 0 |
Capital contribution from affiliate | 1,738 | |
Dividend payments on Former SAE common and preferred shares | 0 | 0 |
Dividend payments on affiliate | 13,221 | 431 |
Net cash provided by (used in) financing activities | 14,959 | 431 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Net change in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents at the beginning of period | 0 | 0 |
Cash and cash equivalents at the end of period | 0 | 0 |
SAExploration Holding, Inc. | ||
Operating activities: | ||
Net cash provided by (used in) operating activities | 1,012 | -359 |
Investing activities: | ||
Purchase of property and equipment | 0 | 0 |
Capital contribution to affiliate | 0 | |
Proceeds from sale of property and equipment | 0 | |
Net cash used in investing activities | 0 | 0 |
Financing activities: | ||
Proceeds from issuance of senior secured notes | 150,000 | |
Net proceeds from Merger | 0 | |
Repayments of notes payable | -17,500 | 0 |
Repayments of advances from related parties | 0 | |
Payment of loan issuance costs | -6,691 | 0 |
Merger costs | 0 | |
Repayments of capital lease obligations | 0 | 0 |
Distribution to noncontrolling interest | 0 | |
Intercompany lending | -126,821 | 359 |
Capital contribution from affiliate | 0 | |
Dividend payments on Former SAE common and preferred shares | 0 | 0 |
Dividend payments on affiliate | 0 | 0 |
Net cash provided by (used in) financing activities | -1,012 | 359 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Net change in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents at the beginning of period | 0 | 0 |
Cash and cash equivalents at the end of period | 0 | 0 |
The Guarantors | ||
Operating activities: | ||
Net cash provided by (used in) operating activities | 6,036 | -8,011 |
Investing activities: | ||
Purchase of property and equipment | -25,177 | -2,214 |
Capital contribution to affiliate | 5,253 | |
Proceeds from sale of property and equipment | 80 | |
Net cash used in investing activities | -19,844 | -2,214 |
Financing activities: | ||
Proceeds from issuance of senior secured notes | 0 | |
Net proceeds from Merger | 34,785 | |
Repayments of notes payable | -82,159 | -800 |
Repayments of advances from related parties | -53 | |
Payment of loan issuance costs | -852 | -2,750 |
Merger costs | -5,027 | |
Repayments of capital lease obligations | -88 | -36 |
Distribution to noncontrolling interest | -45 | |
Intercompany lending | 101,924 | -5,669 |
Capital contribution from affiliate | 0 | |
Dividend payments on Former SAE common and preferred shares | -1,072 | -15,084 |
Dividend payments on affiliate | 0 | 0 |
Net cash provided by (used in) financing activities | 17,708 | 5,366 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Net change in cash and cash equivalents | 3,900 | -4,859 |
Cash and cash equivalents at the beginning of period | 3,389 | 8,248 |
Cash and cash equivalents at the end of period | 7,289 | 3,389 |
Other Subsidiaries | ||
Operating activities: | ||
Net cash provided by (used in) operating activities | -13,728 | 11,764 |
Investing activities: | ||
Purchase of property and equipment | -3,026 | -8,896 |
Capital contribution to affiliate | -3,515 | |
Proceeds from sale of property and equipment | 39 | |
Net cash used in investing activities | -6,502 | -8,896 |
Financing activities: | ||
Proceeds from issuance of senior secured notes | 0 | |
Net proceeds from Merger | 492 | |
Repayments of notes payable | 0 | 0 |
Repayments of advances from related parties | 0 | |
Payment of loan issuance costs | 0 | 0 |
Merger costs | 0 | |
Repayments of capital lease obligations | -405 | -761 |
Distribution to noncontrolling interest | 0 | |
Intercompany lending | 24,897 | 5,310 |
Capital contribution from affiliate | -1,738 | |
Dividend payments on Former SAE common and preferred shares | 0 | 0 |
Dividend payments on affiliate | -13,221 | -431 |
Net cash provided by (used in) financing activities | 9,533 | 4,610 |
Effect of exchange rate changes on cash and cash equivalents | 1,768 | -989 |
Net change in cash and cash equivalents | -8,929 | 6,489 |
Cash and cash equivalents at the beginning of period | 13,962 | 7,473 |
Cash and cash equivalents at the end of period | $5,033 | $13,962 |