Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 09, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | SAEX | ||
Entity Common Stock, Shares Outstanding | 17,451,353 | ||
Entity Registrant Name | SAExploration Holdings, Inc. | ||
Entity Central Index Key | 1,514,732 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 19,957,245 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 11,300 | $ 12,322 |
Restricted cash | 518 | 723 |
Accounts receivable, net | 67,882 | 73,584 |
Deferred costs on contracts | 5,135 | 4,631 |
Prepaid expenses | 887 | 17,037 |
Total current assets | 85,722 | 108,297 |
Property and equipment, net | 61,828 | 77,096 |
Intangible assets, net | 789 | 1,050 |
Goodwill | 1,658 | 1,977 |
Deferred loan issuance costs, net | 4,891 | 6,826 |
Deferred income tax assets | 3,756 | 2,229 |
Other assets | 150 | 0 |
Total assets | 158,794 | 197,475 |
Current liabilities: | ||
Accounts payable | 16,575 | 34,255 |
Accrued liabilities | 17,818 | 19,554 |
Income and other taxes payable | 2,586 | 20,261 |
Borrowings under revolving credit facility | 7,899 | 0 |
Equipment note payable | 0 | 1,654 |
Current portion of capital leases | 115 | 460 |
Deferred revenue | 3,903 | 187 |
Total current liabilities | 48,896 | 76,371 |
Senior secured notes | 140,000 | 150,000 |
Long-term portion of capital leases | 55 | 185 |
Deferred income tax liabilities | 55 | 0 |
Total liabilities | 189,006 | 226,556 |
Commitments and contingencies | 0 | 0 |
Stockholders’ deficit: | ||
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 17,451,353 and 14,922,497 issued and outstanding at December 31, 2015 and 2014, respectively | 2 | 2 |
Additional paid-in capital | 35,763 | 28,185 |
Accumulated deficit | (66,139) | (56,264) |
Accumulated other comprehensive loss | (4,271) | (4,362) |
Total stockholders’ deficit attributable to the Corporation | (34,645) | (32,439) |
Noncontrolling interest | 4,433 | 3,358 |
Total stockholders’ deficit | (30,212) | (29,081) |
Total liabilities and stockholders’ deficit | $ 158,794 | $ 197,475 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred Stock, authorized shares (in shares) | 1,000,000 | 1,000,000 |
Preferred Stock, outstanding shares (in shares) | 0 | 0 |
Common Stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, authorized shares (in shares) | 55,000,000 | 55,000,000 |
Common Stock, issued shares (in shares) | 17,451,353 | 14,922,497 |
Common Stock, outstanding shares (in shares) | 17,451,353 | 14,922,497 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
Revenue from services | $ 228,137 | $ 386,820 |
Cost of services excluding depreciation and amortization | 159,237 | 315,405 |
Depreciation and amortization included in cost of services | 18,137 | 15,205 |
Gross profit | 50,763 | 56,210 |
Selling, general and administrative expenses | 35,174 | 39,543 |
Income from operations | 15,589 | 16,667 |
Other income (expense): | ||
Gain (loss) on early extinguishment of debt | 3,014 | (17,157) |
Change in fair value of note payable to related parties | 0 | (5,094) |
Interest expense, net | (16,739) | (16,778) |
Foreign exchange loss, net | (4,393) | (3,451) |
Other, net | (220) | 294 |
Total other expense, net | (18,338) | (42,186) |
Loss before income taxes | (2,749) | (25,519) |
Provision for income taxes | 2,693 | 12,876 |
Net loss | (5,442) | (38,395) |
Less: net income attributable to noncontrolling interest | 4,433 | 3,358 |
Net loss attributable to the Corporation | $ (9,875) | $ (41,753) |
Net loss attributable to Corporation per common share: | ||
Basic (usd per share) | $ (0.63) | $ (2.84) |
Diluted (usd per share) | $ (0.63) | $ (2.84) |
Weighted average shares: | ||
Basic (in shares) | 15,766,764 | 14,697,061 |
Diluted (in shares) | 15,766,764 | 14,697,061 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (5,442) | $ (38,395) |
Foreign currency translation gain (loss) | 91 | (2,279) |
Total comprehensive loss | (5,351) | (40,674) |
Less: comprehensive income attributable to noncontrolling interest | 4,433 | 3,358 |
Comprehensive loss attributable to the Corporation | $ (9,784) | $ (44,032) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss)- Foreign Currency Translation | Total Corporation Stockholders’ Equity (Deficit) | Non- controlling Interest |
Beginning balance (in shares) at Dec. 31, 2013 | 13,428,736 | ||||||
Beginning balance at Dec. 31, 2013 | $ 10,938 | $ 2 | $ 27,485 | $ (14,511) | $ (2,083) | $ 10,893 | $ 45 |
Conversion - notes payable | 500 | 500 | 500 | ||||
Warrant exchange for common shares (in shares) | 1,441,813 | ||||||
Foreign currency translation gain (loss) | (2,279) | (2,279) | (2,279) | ||||
Distribution to noncontrolling interest | (45) | (45) | |||||
Issuance of restricted shares to non-employee directors (in shares) | 51,948 | ||||||
Issuance of restricted shares to non-employee directors | 200 | 200 | 200 | ||||
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 | ||||||
Foreign currency translation gain (loss) | 91 | 91 | 91 | ||||
Distribution to noncontrolling interest | (3,358) | (3,358) | |||||
Employee share-based compensation expense | 861 | 861 | 861 | ||||
Vesting of employee restricted stock awards (in shares) | 108,703 | ||||||
Grantee election to fund payroll taxes out of restricted stock (in shares) | (29,834) | ||||||
Grantee election to fund payroll taxes out of restricted stock | (85) | (85) | (85) | ||||
Issuance of restricted shares to non-employee directors (in shares) | 83,680 | ||||||
Issuance of restricted shares to non-employee directors | 200 | 200 | 200 | ||||
Exchange of senior secured notes for common stock (in shares) | 2,366,307 | ||||||
Exchange of senior secured notes for common stock | 6,602 | 6,602 | 6,602 | ||||
Net income (loss) | (5,442) | (9,875) | (9,875) | 4,433 | |||
Ending balance at Dec. 31, 2015 | $ (30,212) | $ 2 | $ 35,763 | $ (66,139) | $ (4,271) | $ (34,645) | $ 4,433 |
Ending balance (in shares) at Dec. 31, 2015 | 17,451,353 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities: | ||
Net loss attributable to the Corporation | $ (9,875) | $ (41,753) |
Net income attributable to noncontrolling interest | 4,433 | 3,358 |
Net loss | (5,442) | (38,395) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 18,721 | 16,379 |
(Gain) loss on early extinguishment of debt | (3,014) | 17,157 |
Amortization of loan costs and debt discounts | 1,592 | 2,298 |
Payment in kind interest | 0 | 1,022 |
Deferred income taxes | (1,472) | (1,145) |
Loss on disposal of property and equipment | 632 | 851 |
Share-based compensation | 1,061 | 200 |
Payment of payroll taxes resulting from grantee election | (85) | 0 |
Notes payable early repayment penalty and fees to advisors | (41) | (9,174) |
Change in fair value of notes payable to Former SAE stockholders | 0 | 5,094 |
Unrealized loss on foreign currency transactions | 4,137 | 1,191 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,804 | (38,198) |
Prepaid expenses | 14,888 | (13,403) |
Deferred costs on contracts | (607) | (1,556) |
Accounts payable | (15,280) | 17,582 |
Accrued liabilities | (804) | 13,506 |
Income and other taxes payable | (16,908) | 14,510 |
Deferred revenue | 3,716 | (7,741) |
Other, net | 200 | (79) |
Net cash provided by (used in) operating activities | 3,098 | (19,901) |
Investing activities: | ||
Purchase of property and equipment | (6,443) | (28,203) |
Proceeds from sale of property and equipment | 166 | 119 |
Net cash used in investing activities | (6,277) | (28,084) |
Financing activities: | ||
Proceeds from issuance of senior secured notes | 0 | 150,000 |
Repayment of notes payable | (1,654) | (99,659) |
Payment of loan issuance costs | 0 | (7,543) |
Revolving credit facility borrowings | 37,687 | 0 |
Revolving credit facility repayments | (29,788) | 0 |
Repayments of capital lease obligations | (475) | (493) |
Distribution to noncontrolling interest | (3,358) | (45) |
Dividend payments on Former SAE preferred shares | 0 | (1,072) |
Net cash provided by financing activities | 2,412 | 41,188 |
Effect of exchange rate changes on cash and cash equivalents | (255) | 1,768 |
Net change in cash and cash equivalents | (1,022) | (5,029) |
Cash and cash equivalents at the beginning of year | 12,322 | 17,351 |
Cash and cash equivalents at the end of year | 11,300 | 12,322 |
Supplemental disclosures of cash flow information: | ||
Interest paid | 16,225 | 11,170 |
Income taxes paid | 3,314 | 10,610 |
Non-cash investing and financing activities: | ||
Exchange of senior secured notes for common stock | 6,602 | 0 |
Capital assets acquired under equipment note payable | 0 | 1,654 |
Capital assets acquired under capital leases | 0 | 92 |
Capital assets included in accounts payable | 0 | 2,434 |
Conversion of notes payable to related parties -- directors | $ 0 | $ 500 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2015 | |
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 between land and water, and offshore in depths reaching 3,000 meters, the Corporation offers a full-suite of logistical support and in-field data 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. |
LIQUIDITY
LIQUIDITY | 12 Months Ended |
Dec. 31, 2015 | |
Accounts, Notes, Loans and Financing Receivable, Classified [Abstract] | |
LIQUIDITY | LIQUIDITY Certain customers in the State of Alaska receive exploration tax credits which can be used to offset certain eligible costs related to the acquisition of seismic data generated by the Corporation (“Tax Credits”). These customers may utilize the proceeds from the Tax Credits to pay the accounts receivable due to the Corporation either from the cash received for the Tax Credits from the State of Alaska or more likely from the proceeds of a loan from a financial institution utilizing the Tax Credits as security. The customers manage the Tax Credit process, which includes filing an application, undergoing an audit and receiving a Tax Credit certificate for the permitted amount. Depressed oil and gas prices and uncertainty regarding the timing of any reimbursement from the State of Alaska may adversely affect a customer's ability to monetize these Tax Credits in a timely manner before the certificate is issued. Once the certificates are issued, there is a market for the certificates as producers may use the certificates as credits against production taxes due to the State of Alaska. At December 31, 2015, accounts receivable of $50,407 were due from a customer for which the timing of collection by the Corporation is dependent on monetization of the Tax Credits. By statute 40% of the value of the applications for Tax Credits must be processed within 120 days of the filing and the remainder must be processed within 180 days after June 30 of the year earned; however, the ultimate disposition and timing of the process of the issuance of a Tax Credit certificate is outside the Corporation's control. The Corporation is currently working with its customer to find sources of financing for it to monetize the Tax Credits sooner than certificates are issued. If the customer is unable to monetize the Tax Credit by April 30, 2016, it is expected that the customer will assign the Tax Credits to the Corporation, after which it will be responsible for monetization of the Tax Credits. Due to the size of the accounts receivable amount subject to the timing issue, the Corporation may experience significant cash flow difficulties until the Tax Credits are monetized. As a result, the Corporation is currently working on ways to monetize the Tax Credits before issuance of the certificates, but there can be no assurance that it can do so and the Corporation may need to receive waivers or consents from its lender and possibly its note holders to do so. Nonetheless the Corporation believes that it is probable that the actions described above can be implemented to monetize the Tax Credits prior to the issuance of the certificates evidencing the Tax Credits. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2015 | |
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 13 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 as of December 31, 2014 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 attributable to the Corporation, comprehensive loss, stockholders' 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 natural 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 15. 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, 2015 and 2014 , the balance of cash in subsidiaries outside of the United States totaled $ 3,275 and $ 5,032 , respectively. Restricted Cash Restricted cash consists primarily of cash collateral for labor claims, office rental 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. Approximately 26% of the Corporation's trade accounts receivable at December 31, 2015 were from customers outside the United States. 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, until 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 revenue 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. Deferred revenue of $ 3,903 and $ 187 at December 31, 2015 and 2014 , respectively, consists primarily of payments for mobilization and seismic services. 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 , the Corporation delivered both professional services and equipment under a lease arrangement. The equipment leased under the contract was 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 considered 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 during the first three years of the service contract ending in 2014. Equipment fee income, included in revenue, as a result of this contract was $0 and $3,175 for the years ended December 31, 2015 and 2014 , 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 impaired during the years ended December 31, 2015 or 2014 . 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 2015 and 2014 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 related 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. 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. 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. 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, United Kingdom 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 requisite service period for each separately vesting tranche of an award. The amount of share-based compensation cost recognized during a period is based on the value of the awards that are ultimately expected to vest. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Corporation updates its forfeiture rate annually. 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 13. 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, accrued liabilities, borrowings under the revolving credit facility and an equipment note payable. 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. There were no Corporation financial instruments measured at fair value on a recurring basis at December 31, 2015 and 2014 . The note payable to related parties – Former SAE stockholders were outstanding during 2014 and measured at fair value on a recurring basis until their repayment in July 2014. 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 principle, 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 new guidance is effective for annual reporting periods beginning after December 15, 2017 , including interim periods within that reporting period. Early application is permitted for annual reporting periods beginning after December 15, 2016 , including interim periods within that reporting period. The Corporation is currently evaluating what impact adoption of this guidance would have on its financial position, results of operations, cash flows and disclosures. Going Concern In August 2014, the FASB issued new 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. Debt Issuance Costs In April 2015, the FASB issued new guidance which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. The guidance does not affect the recognition and measurement of debt issuance costs. Therefore, the amortization of such costs will continue to be calculated using the interest method and be reported as interest expense. The guidance does not specifically address, and therefore does not affect, the balance sheet presentation of debt issuance costs for revolving debt arrangements. The new guidance is effective for financial statements issued in fiscal years beginning after December 15, 2015 , and will be applied on a retrospective basis. Early adoption is permitted for financial statements that have not been previously issued. Upon adoption of the new guidance, the Corporation will report its unamortized deferred loan issuance costs on the senior secured notes as a reduction of the associated debt liability rather than as assets, resulting in an equal reduction in the Corporation's total assets and total liabilities compared to the prior presentation. The amount of Corporation deferred loan issuance costs on the senior secured notes, net of amortization, was $ 4,370 and $ 6,022 at December 31, 2015 and 2014 , respectively. Other than this balance sheet reclassification, adoption of the guidance will have no impact on the Corporation's consolidated financial statements. Deferred Income Taxes In November 2015, the FASB issued new guidance on the balance sheet classification of deferred taxes, which requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each taxing jurisdiction will now only have one net noncurrent deferred tax asset or liability. The new guidance does not change the existing requirement that prohibits companies from offsetting deferred tax liabilities from one taxing jurisdiction against deferred tax assets of another taxing jurisdiction. The guidance is effective for financial statements issued for annual and interim periods beginning after December 15, 2016, with earlier application permitted. The Corporation elected to apply this guidance to its financial statements for the quarter ended December 31, 2015 and retrospectively for all periods presented. As a result of the adoption of the new guidance, current deferred income tax assets and liabilities in the amount of $520 and $587 , respectively, were reclassified to noncurrent deferred income tax assets and liabilities in the December 31, 2014 balance sheet. Other than these balance sheet reclassifications, adoption of the guidance had no impact on the Corporation's consolidated financial statements. Financial Instruments In January 2016, the FASB issued new guidance on financial instruments which primarily changes the accounting for equity investments, financial liabilities recorded under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, t |
DETAIL OF SELECTED BALANCE SHEE
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS | 12 Months Ended |
Dec. 31, 2015 | |
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: December 31, 2015 2014 Accounts receivable $ 67,882 $ 73,584 Less allowance for doubtful accounts — — Accounts receivable, net $ 67,882 $ 73,584 Changes in the allowance for doubtful accounts were as follows: Years Ended December 31, 2015 2014 Beginning balance $ — $ 254 Charges to expense — — Write-offs — 254 Ending balance $ — $ — Prepaid Expenses Prepaid expenses include the following: December 31, 2015 2014 Prepaid taxes $ 95 $ 13,244 Deposits 195 868 Other 597 2,925 Total prepaid expenses $ 887 $ 17,037 Property and Equipment Property and equipment is comprised of the following: December 31, Estimated Useful Life 2015 2014 Field operating equipment 3 – 10 years $ 100,001 $ 100,379 Vehicles 3 – 5 years 16,041 15,851 Leasehold improvements 2 – 5 years 481 498 Software 3 – 5 years 1,906 2,672 Computer equipment 3 – 5 years 3,856 2,808 Office equipment 3 – 10 years 901 1,000 123,186 123,208 Less: accumulated depreciation and amortization (61,358 ) (46,112 ) Property and equipment, net $ 61,828 $ 77,096 Total depreciation and amortization expense for the years ended December 31, 2015 and 2014 was $ 18,622 and $ 16,265 , respectively, of which $ 18,137 and $ 15,205 , respectively, was recorded in cost of services and $ 485 and $ 1,060 , respectively, was recorded in selling, general and administrative expense. Goodwill Changes in the carrying value of goodwill were as follows: Balance at December 31, 2013 $ 2,150 Foreign currency translation adjustment (173 ) Balance at December 31, 2014 1,977 Foreign currency translation adjustment (319 ) Balance at December 31, 2015 $ 1,658 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 were as follows: Gross Carrying Amount Accumulated Amortization Net Carrying Amount 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 Amortization expense — (99 ) (99 ) Foreign currency translation adjustment (162 ) — (162 ) Balance at December 31, 2015 $ 1,329 $ (540 ) $ 789 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, 2015 and 2014 was 13 years. Future amortization expense is as follows: 2016 $ 91 2017 91 2018 91 2019 91 2020 91 Thereafter 334 Total $ 789 Deferred Loan Issuance Costs Changes in deferred loan issuance costs and related accumulated amortization were as follows: Gross Carrying Amount Accumulated Amortization Net Carrying Amount 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 Write-off of prorata portion of deferred loan issuance costs due to exchange of senior secured notes for common stock (446 ) 103 (343 ) Amortization expense — (1,592 ) (1,592 ) Balance at December 31, 2015 $ 7,097 $ (2,206 ) $ 4,891 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 are being amortized over five years and three years , respectively. Accrued Liabilities Accrued liabilities include the following: December 31, 2015 2014 Accrued payroll liabilities $ 5,794 $ 8,652 Accrued interest 6,463 7,489 Other accrued liabilities 5,561 3,413 Total accrued liabilities $ 17,818 $ 19,554 |
REVOLVING CREDIT FACILITY
REVOLVING CREDIT FACILITY | 12 Months Ended |
Dec. 31, 2015 | |
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 are used primarily to fund the Corporation’s working capital needs for its operations and for general corporate purposes. As of December 31, 2015 and 2014 , borrowings of $ 7,899 and $ 0 , respectively, were outstanding under the Revolving Credit Facility. The weighted average interest rate on borrowings outstanding as of December 31, 2015 was 3.61% . Borrowings made under the Revolving Credit Facility bear interest, payable monthly, at a rate of daily three months LIBOR plus 3% ( 3.61% and 3.26% at December 31, 2015 and 2014 , respectively). 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. An aggregate of $ 100 and $ 0 were outstanding in letters of credit under the sub-facility as of December 31, 2015 and 2014 , respectively. 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 the 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, 2015 . 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 | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTES PAYABLE Notes payable consist of the following: December 31, 2015 2014 Senior secured notes $ 140,000 $ 150,000 Equipment note payable — 1,654 Total notes payable outstanding 140,000 151,654 Less current portion of equipment note payable — 1,654 Total long-term portion of notes payable $ 140,000 $ 150,000 Senior Secured Notes On July 2, 2014, the Corporation entered into an Indenture ("Indenture") under which it issued $150,000 of senior secured 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. On June 19, 2015, all outstanding senior secured notes were exchanged for an equal amount of new senior secured notes ("Notes"), which are substantially identical in terms to the existing senior secured notes except that the Notes are registered 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 original issuance of the senior secured notes were used to pay the amounts outstanding under the 2012 Credit Agreement, pay 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. On August 26, 2015, the Corporation entered into a privately-negotiated exchange agreement with certain funds managed by Fidelity Management & Research Company ("Holders") to exchange $10,000 principal amount of Notes ("Exchanged Notes") for 2,366,307 shares of the Corporation’s common stock ("Exchanged Stock"), as determined using a 30-day volume weighted average share price as of August 26, 2015. In connection with the exchange, the Corporation paid all accrued unpaid interest on the Exchanged Notes to the Holders in cash, and the Exchanged Notes were canceled. The Exchanged Stock was valued at $6,602 based on the $2.79 average share price on August 27, 2015, the closing date ("Closing Date") of the exchange. The exchange resulted in a gain on early extinguishment of debt of $3,014 in the year ended December 31, 2015, consisting of the difference between the principal amount of the Exchanged Notes less the fair value of the Exchanged Stock, reduced by the Exchanged Notes prorata portion of the Notes unamortized deferred loan issuance costs on the Closing Date of $343 and legal fees of $41 . 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 107.5% On or after July 15, 2017 and prior to July 15, 2018 105.0% On and after July 15, 2018 100.0% 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, 2015 . 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 was 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. The note was paid in full in December 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 discussed below under Notes Payable to Former SAE Common Stockholders . 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 included 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. 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 resulted in the elected interest amount recorded as interest expense and added to the balance of the note. For the year ended December 31, 2014, the Corporation elected to exercise the PIK option in the amount of $1,022 . 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 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 June 24, 2013 (the "Closing"), a wholly-owned subsidiary of the Corporation completed a merger ("Merger") under an Agreement and Plan of Reorganization, as amended ("Merger Agreement") with the entity formerly known as SAExploration Holdings, Inc. (“Former SAE”), at which time the business of Former SAE became the Corporation’s business. 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 was 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 as described in Note 10. Future Principal Payments for Notes Payable Required future principal payments for notes payable outstanding at December 31, 2015 are as follows during the years ending December 31: Amount 2016 $ — 2017 — 2018 — 2019 140,000 2020 — Thereafter — Total $ 140,000 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 , 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 2016 $ 130 2017 53 2018 — 2019 — 2020 — Thereafter — Total minimum lease payments 183 Less: amount representing interest (13 ) Present value of net minimum lease payments 170 Less: current maturities of capital lease obligations (115 ) Long-term capital lease obligations $ 55 Assets recorded under capital leases and included in property and equipment in the Corporation’s consolidated balance sheets consist of the following: December 31, 2015 2014 Field operating equipment $ — $ 757 Vehicles 373 403 Computer equipment — 235 Office equipment 102 122 Total cost of property and equipment under capital leases 475 1,517 Less: accumulated amortization (256 ) (639 ) Property under capital leases, net $ 219 $ 878 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, 2015 and 2014 was $ 7,288 and $ 53,351 , respectively. As of December 31, 2015 , 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 2016 $ 1,958 2017 1,790 2018 1,538 2019 884 2020 202 Thereafter — Total future minimum lease payments $ 6,372 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic income (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 income (loss) per share is computed by dividing net income (loss) attributable to the Corporation by the sum of the weighted-average number of shares outstanding during each period and the dilutive potential common shares outstanding during the period determined under the treasury stock method. In loss periods, basic net loss and diluted net loss are the same since the effect of potential common shares is anti-dilutive and therefore excluded. Dilutive potential common shares consist of shares issuable upon (i) the vesting of restricted stock, (ii) the exercising of warrants at average market prices greater than their exercise prices, and (iii) the exercising of stock options at average market prices greater than their exercise prices. Under the treasury stock method, dilutive potential common shares are determined based on the assumed exercise of dilutive restricted stock, stock options and warrants less the number of treasury shares assumed to be purchased from the amount that must be paid to exercise stock options, the amount of compensation expense for future service that has not yet been recognized for restricted stock and stock options, and the amount of tax benefits that will be recorded in additional paid-in capital when the dilutive awards become deductible. The computation of basic and diluted net loss per share is as follows: Net Loss Attributable to the Corporation Shares Per Share Year Ended December 31, 2015: Basic loss per share $ (9,875 ) 15,766,764 $ (0.63 ) Effect of dilutive securities — — — Diluted loss per share $ (9,875 ) 15,766,764 $ (0.63 ) 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 ) Warrants to purchase 581,807 shares of common stock were excluded from the calculation of diluted net loss per share for the years ended December 31, 2015 and 2014 since the $12.00 warrant exercise price was higher than the weighted average share price during the respective periods, thus being anti-dilutive. Options to purchase 241,642 shares of common stock were excluded from the calculation of diluted net loss per share for the year ended December 31, 2015 since the $4.12 option exercise price was higher than the weighted average share price during the period the options were outstanding, thus being anti-dilutive. Unvested restricted stock units representing 217,411 issuable shares were excluded from the calculation of diluted net loss per share for the year ended December 31, 2015 since they were anti-dilutive. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income (loss) before income taxes attributable to U.S. (including its foreign branches) and foreign operations are as follows: Years Ended December 31, 2015 2014 U.S. $ 15,263 $ (50,154 ) Foreign (18,012 ) 24,635 Total $ (2,749 ) $ (25,519 ) 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) as shown in the following table: Years Ended December 31, 2015 2014 Current income tax expense: U.S. – federal and state $ 242 $ 307 Foreign 3,923 13,714 Total current income tax expense 4,165 14,021 Deferred income tax benefit: U.S. – federal and state — — Foreign (1,472 ) (1,145 ) Total deferred income tax benefit (1,472 ) (1,145 ) Total provision for income taxes $ 2,693 $ 12,876 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, 2015 2014 Expected income tax benefit at 35% $ (962 ) $ (8,932 ) Effects of expenses not deductible for tax purposes 2,850 1,431 Tax effect of valuation allowance on deferred tax assets 414 18,725 Effects of differences between U.S. and foreign tax rates, net of federal benefit (917 ) 1,652 Foreign withholding and AMT 1,501 — Other adjustments (193 ) — Provision for income taxes $ 2,693 $ 12,876 The net deferred tax assets consist of the following: December 31, 2015 2014 Noncurrent deferred tax asset, net $ 3,756 $ 2,229 Noncurrent deferred tax liability, net (55 ) — Net deferred tax asset $ 3,701 $ 2,229 The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below: December 31, 2015 2014 Deferred tax assets: Deferred charges $ 1,316 $ 1,191 Stock compensation expense 98 — Other accruals 2,427 1,774 Research and development credits 2,406 2,406 Capital lease obligation 134 124 Foreign tax credit and AMT credit carry forwards 13,188 12,538 Financing costs 1,974 — Unrealized loss on foreign currency transactions 914 507 Property and equipment — 1,981 Net operating loss carry forwards 14,093 13,749 Total deferred tax assets 36,550 34,270 Less: valuation allowance (26,137 ) (25,723 ) Total deferred tax assets, net 10,413 8,547 Deferred tax liabilities: Other receivables — (329 ) Property and equipment (6,372 ) (5,416 ) Deferred contract costs — (258 ) Intangible assets (340 ) (315 ) Total deferred tax liabilities (6,712 ) (6,318 ) Net deferred tax assets $ 3,701 $ 2,229 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 and Canada at December 31, 2015 . Accordingly, the Corporation had a valuation allowance totaling $ 26,137 and $ 25,723 at December 31, 2015 and 2014 , respectively. 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 $414 and $18,725 during the years ended December 31, 2015 and 2014 , respectively. 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 2008. 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. The details of the Corporation’s tax attributes are shown below: December 31, Net Operating Loss Carryforwards: 2015 2014 United States $ 17,752 $ 25,462 Canada 5,408 2,750 Malaysia 5,726 5,412 Brazil 6,894 2,595 Others 7,038 4,670 Total $ 42,818 $ 40,889 December 31, Foreign Tax Credits Carryforwards: 2015 2014 United States $ 11,604 $ 11,519 Canada 641 641 United Kingdom 356 356 Total $ 12,601 $ 12,516 December 31, Net Deferred Tax Assets (Liabilities): 2015 2014 Bolivia $ 1,467 $ — Canada — 337 Colombia 1,735 208 Malaysia (55 ) 429 Peru 554 792 Others — 463 Total $ 3,701 $ 2,229 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. To the extent interest and penalties are assessed with respect to the uncertain tax positions, amounts accrued are reflected as income tax expense. Based on the Corporation’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Corporation’s consolidated financial statements during the years ended December 31, 2015 and 2014. The total amount of accrued interest and penalties included in accrued expenses as of December 31, 2015 and 2014 was $0 and $51 , respectively. Interest and penalties recognized as expense amounted to $135 and $83 for the years ended December 31, 2015 and 2014 , respectively. Net Operating Losses As of December 31, 2015 , the Corporation had U.S. federal tax net operating loss (“NOLs”) carryforwards of approximately $17,752 , which begin to expire in fiscal year 2034. These net operating loss carryforwards, subject to certain requirements and restrictions, including limitations on their use in the event of future ownership changes, 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. 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, 2015 | |
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. Following the completion of a business combination, 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, 2015 and 2014 , a total of 581,807 warrants were outstanding at the end of both years. Convertible Debt Warrants As discussed in Note 6, 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 Warrant Exchange discussed below. This transaction resulted in no gain or loss as the conversion feature was in the original convertible promissory note 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 warrants have an exercise price of $0.01 a share. A portion of the merger consideration payable at Closing was allocable to liability warrant holders of Former SAE that were not converted or exchanged prior to the Merger. As of December 31, 2015 , a total of 25,890 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. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 , 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, 2015 , a total of 17,451,353 shares were issued and outstanding. Merger Indemnification Escrow In connection with the Merger, 545,635 shares of Corporation common stock issued to Former SAE stockholders at Closing were deposited in escrow to secure the indemnification obligations under the Merger Agreement. As of December 31, 2015, 272,817 shares of Corporation common stock remain in escrow which 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. 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
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION Non-Employee Director Share Incentive Plan Effective November 1, 2013, stockholders approved the Corporation’s non-employee director share incentive plan, 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. The awards may take the form of unrestricted or restricted shares of the Corporation’s unissued common stock or options to purchase shares of the Corporation’s unissued common stock. The Corporation has reserved 400,000 shares of common stock for issuance under the 2013 Non-Employee Director Plan, of which 238,300 shares remain for issuance as of December 31, 2015 . During 2015 , 83,680 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, 2015 . The restricted shares granted and vested had a weighted-average grant date fair value of $2.39 . 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 . Share-based compensation expense for the 2013 Non-Employee Director Plan is reported under selling, general and administrative expense. 2013 Long-Term Incentive Compensation Plan On June 21, 2013, the stockholders approved the Corporation’s 2013 Long-Term Incentive Compensation Plan ("Plan") for the benefit of certain employees performing services for the Corporation. The Plan reserves up to 792,513 unissued shares of Corporation 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. On June 29, 2015, the initial awards were granted under the Plan of 241,642 stock options with an exercise price of $ 4.12 and 326,117 restricted stock units. The awards vest one-third on each of ninety days , one year , and two years after the date of grant. At December 31, 2015 , 224,754 shares of Corporation common stock are available for future awards under the Plan, of which a maximum of 70,139 shares of restricted stock may be awarded. Share-Based Compensation Expense Share-based compensation expense for stock option, restricted stock and restricted stock unit awards was as follows: Years Ended December 31, 2015 2014 Cost of services $ — $ — Selling, general and administrative expenses 1,061 200 Total share-based compensation expense 1,061 200 Income tax benefit (371 ) (70 ) Increase in net loss $ 690 $ 130 Increase in net loss per share: Basic $ 0.04 $ 0.01 Diluted $ 0.04 $ 0.01 Stock Options A summary of stock option activity for the year ended December 31, 2015 was as follows: Number of Shares Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2014 — $ — — $ — Granted 241,642 $ 4.12 $ 1.49 Exercised — $ — Forfeited — $ — Expired — $ — Outstanding at December 31, 2015 241,642 $ 4.12 9.5 $ — Exercisable at December 31, 2015 80,548 $ 4.12 9.5 $ — The total grant date fair value of stock options awarded during 2015 was $ 359 . The total fair value of stock options vested during 2015 was $ 120 . The Corporation computed the fair value of each stock option on the date of grant, June 29, 2015, using the Black-Scholes option pricing model based on the following assumptions: 2015 Expected volatility 52.3% Expected lives (in years) 5.5 Risk-free interest rate 1.8% Expected dividend yield —% The expected volatility is based on the historical volatility of comparable companies for a period commensurate with the expected lives assumption. The simplified method is used to estimate expected lives for options granted during the period for each vesting tranche. The risk-free interest rate is based on the yield on U.S. Treasury securities for a period commensurate with the expected lives assumption. The Corporation has not historically issued dividends and does not expect to do so in the future. At December 31, 2015 , there was approximately $ 149 of unrecognized compensation expense, net of estimated forfeitures, for unvested stock option awards with a weighted average vesting period of 1.5 years. Restricted Stock Units A summary of restricted stock units activity for the year ended December 31, 2015 was as follows: Number of Shares Weighted Average Grant Date Fair Value Nonvested at December 31, 2014 — $ — Granted 326,117 $ 3.40 Vested (108,703 ) $ 3.40 Forfeited — $ — Nonvested at December 31, 2015 217,414 $ 3.40 The total grant date fair value of stock units awarded during 2015 was $ 1,109 . The total fair value of stock units vested during 2015 was $ 310 . At December 31, 2015 , there was approximately $ 459 of unrecognized compensation expense, net of estimated forfeitures, for unvested restricted stock unit awards with a weighted average vesting period of 1.5 years. |
NONCONTROLLING INTEREST
NONCONTROLLING INTEREST | 12 Months Ended |
Dec. 31, 2015 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTEREST | 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% and 51% , 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 North Slope of Alaska 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, 2015 and 2014 and noncontrolling interest on the December 31, 2015 and 2014 balance sheets. |
EMPLOYEE BENEFITS
EMPLOYEE BENEFITS | 12 Months Ended |
Dec. 31, 2015 | |
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, 2015 and 2014 , the Corporation expensed matching contributions totaling of $ 153 and $ 327 , 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, 2015 and 2014 , the Corporation expensed matching contributions totaling $ 112 and $ 169 , respectively. |
GEOGRAPHIC AND RELATED INFORMAT
GEOGRAPHIC AND RELATED INFORMATION | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
GEOGRAPHIC AND RELATED INFORMATION | GEOGRAPHIC AND RELATED INFORMATION A summary of revenue and identifiable assets by geographic areas is as follows: Revenue from Services Identifiable Assets Years Ended December 31, December 31, 2015 2014 2015 2014 North America: United States $ 162,066 $ 107,515 $ 54,664 $ 68,118 Canada 11,350 20,289 4,050 5,722 Total 173,416 127,804 58,714 73,840 South America: Peru 15,218 117,829 1,878 3,448 Colombia 7,065 68,415 3,970 7,877 Bolivia 2,822 60,080 1,051 558 Other 2,147 11,942 2,390 134 Total 27,252 258,266 9,289 12,017 Southeast Asia: Malaysia 27,469 350 1,300 1,071 Other — 400 13 21 Total 27,469 750 1,313 1,092 Consolidated $ 228,137 $ 386,820 $ 69,316 $ 86,949 Total excluding United States $ 66,071 $ 279,305 $ 14,652 $ 18,831 Revenue is presented based on the location of the services provided. Identifiable assets include property and equipment, intangible assets and goodwill. A summary of customers with revenue or accounts receivable in excess of 10% of the consolidated total for 2015 and 2014 is as follows: Revenue from Services Accounts Receivable, Net Years Ended December 31, December 31, Amount % of Consolidated Amount % of Consolidated 2015 Customer A $ 83,851 37% $ 50,407 74% Customer B $ 40,050 18% Customer C $ 27,469 12% Customer D $ 23,400 10% 2014 Customer E $ 131,756 34% $ 10,763 15% Customer F $ 49,917 13% $ 25,128 34% Customer G $ 9,465 13% Customer H $ 7,360 10% |
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2015 | |
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 Amount Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable 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 $ — $ — $ — $ — 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 was refinanced, resulting in its repayment and termination, and the realization of the loss previously recorded. Corporation financial instruments recorded at historical cost consist of the Notes issued on June 19, 2015. At December 31, 2015 , the carrying value of the Notes was $ 140,000 and the estimated fair value was $ 93,842 . 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, 2015 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS The following related party transactions occurred during the years ended December 31, 2015 and 2014 and are primarily related to the Merger transaction which closed on June 24, 2013 or events prior to the Merger. All positions and directorships referenced below are with the Corporation unless otherwise indicated. In connection with the Merger, the outstanding Series A Convertible Preferred Stock of Former SAE (the “Preferred Shares”) owned by CLCH, LLC (“CLCH”), which is controlled by Jeff Hastings, Executive Chairman of the Board and Director, was redeemed for $5,000 and retired. Cumulative dividends on the Preferred Shares in the amount of $ 1,072 were accrued in 2013 and paid to CLCH on July 2, 2014. 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 Management, LLP (“Seismic”), which is controlled by Brian A. Beatty, Chief Executive Officer, President and Director; 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, respectively. Prior to the Merger, Eric S. Rosenfeld, Chairman of the Board and Chief Executive Officer prior to the Merger and now a Director, 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. 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, 2015 | |
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 FINANCI
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 12 Months Ended |
Dec. 31, 2015 | |
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 senior secured notes due in 2019. On June 19, 2015, all outstanding senior secured notes were exchanged for an equal amount of new senior secured notes ("Notes"), which are substantially identical in terms to the existing senior secured notes except that the Notes are registered under the Securities Act. 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 as discussed in Note 6). • 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. Certain amounts in the condensed consolidated balance sheets as of December 31, 2014 presented herein have been reclassified to conform to the current period presentation. These reclassifications had no effect on net loss attributable to the Corporation, comprehensive income (loss), stockholders' deficit, or cash flows. December 31, 2015 Balance Sheet SAExploration Holdings, Inc. The Guarantors Other Subsidiaries Consolidating Adjustments Total Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 8,025 $ 3,275 $ — $ 11,300 Restricted cash — — 518 — 518 Accounts receivable, net — 51,198 16,684 — 67,882 Deferred costs on contracts — 390 4,745 — 5,135 Prepaid expenses 26 181 680 — 887 Total current assets 26 59,794 25,902 — 85,722 Property and equipment, net — 49,623 12,205 — 61,828 Investment in subsidiaries (15,022 ) 58,752 7,500 (51,230 ) — Intercompany receivables 115,691 — — (115,691 ) — Intangible assets, net — — 789 — 789 Goodwill — — 1,658 — 1,658 Deferred loan issuance costs, net 4,370 521 — — 4,891 Deferred income tax assets — — 3,756 — 3,756 Other assets — 150 — — 150 Total assets $ 105,065 $ 168,840 $ 51,810 $ (166,921 ) $ 158,794 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable $ — $ 7,253 $ 9,322 $ — $ 16,575 Accrued liabilities 6,495 7,336 3,987 — 17,818 Income and other taxes payable 13 376 2,197 — 2,586 Borrowings under revolving credit facility — 7,899 — — 7,899 Current portion of capital leases — 57 58 — 115 Deferred revenue — — 3,903 — 3,903 Total current liabilities 6,508 22,921 19,467 — 48,896 Senior secured notes payable 140,000 — — — 140,000 Long-term portion of capital leases — 39 16 — 55 Intercompany payables — 69,417 46,274 (115,691 ) — Deferred income tax liabilities — — 55 — 55 Total liabilities 146,508 92,377 65,812 (115,691 ) 189,006 Stockholders’ equity (deficit): Common stock 2 — — — 2 Additional paid-in capital 35,763 43,861 22,708 (66,569 ) 35,763 Retained earnings (accumulated deficit) (77,208 ) 28,169 (32,439 ) 15,339 (66,139 ) Accumulated other comprehensive loss — — (4,271 ) — (4,271 ) Total stockholders’ equity attributable to the Corp. (41,443 ) 72,030 (14,002 ) (51,230 ) (34,645 ) Noncontrolling interest — 4,433 — — 4,433 Total stockholders’ equity (deficit) (41,443 ) 76,463 (14,002 ) (51,230 ) (30,212 ) Total liabilities and stockholders’ equity (deficit) $ 105,065 $ 168,840 $ 51,810 $ (166,921 ) $ 158,794 December 31, 2014 Balance Sheet SAExploration Holdings, 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 31 536 16,470 — 17,037 Total current assets 101 13,322 94,874 — 108,297 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 15 626 1,588 — 2,229 Total assets $ 118,359 $ 156,047 $ 118,803 $ (195,734 ) $ 197,475 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable $ — $ 9,429 $ 24,826 $ — $ 34,255 Accrued liabilities 7,519 2,592 9,443 — 19,554 Income and other taxes payable — 42 20,219 — 20,261 Equipment note payable — 1,654 — — 1,654 Current portion of capital leases — 49 411 — 460 Deferred revenue — — 187 — 187 Total current liabilities 7,519 13,766 55,086 — 76,371 Senior secured notes 150,000 — — — 150,000 Long-term portion of capital leases — 96 89 — 185 Intercompany payables — 66,006 60,460 (126,466 ) — Total liabilities 157,519 79,868 115,635 (126,466 ) 226,556 Stockholders’ equity (deficit): 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 $ 156,047 $ 118,803 $ (195,734 ) $ 197,475 Year Ended December 31, 2015 Income Statement SAExploration Holdings, Inc. The Guarantors Other Subsidiaries Consolidating Adjustments Total Consolidated Revenue from services $ — $ 162,067 $ 66,070 $ — $ 228,137 Cost of services — 118,845 58,529 — 177,374 Gross profit — 43,222 7,541 — 50,763 Selling, general and administrative expenses 1,545 14,485 19,144 — 35,174 Income (loss) from operations (1,545 ) 28,737 (11,603 ) — 15,589 Other expense, net (7,535 ) (4,394 ) (6,409 ) — (18,338 ) Equity in income (losses) of investments (777 ) (18,676 ) — 19,453 — Income (loss) before income taxes (9,857 ) 5,667 (18,012 ) 19,453 (2,749 ) Provision for income taxes 18 2,011 664 — 2,693 Net income (loss) (9,875 ) 3,656 (18,676 ) 19,453 (5,442 ) Less: net income attributable to noncontrolling interest — 4,433 — — 4,433 Net income (loss) attributable to the Corporation $ (9,875 ) $ (777 ) $ (18,676 ) $ 19,453 $ (9,875 ) Comprehensive net income (loss) $ (9,875 ) $ 3,656 $ (18,585 ) $ 19,453 $ (5,351 ) Less: comprehensive net income attributable to noncontrolling interest — 4,433 — — 4,433 Comprehensive net income (loss) attributable to the Corporation $ (9,875 ) $ (777 ) $ (18,585 ) $ 19,453 $ (9,784 ) Year Ended December 31, 2014 Income Statement SAExploration Holdings, 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 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 the Corporation $ (41,753 ) $ (30,105 ) $ (2,262 ) $ 30,088 $ (44,032 ) Year Ended December 31, 2015 Statement of Cash Flows SAExploration Holdings, Inc. The Guarantors Other Subsidiaries Consolidating Adjustments Total Consolidated Operating activities: Net cash provided by (used in) operating activities $ (10,775 ) $ (303 ) $ 17,976 $ (3,800 ) $ 3,098 Investing activities: Purchase of property and equipment — (3,985 ) (2,458 ) — (6,443 ) Capital contribution to affiliate — (1,225 ) (3,990 ) 5,215 — Proceeds from sale of property and equipment — — 166 — 166 Net cash provided by (used in) investing activities — (5,210 ) (6,282 ) 5,215 (6,277 ) Financing activities: Repayments of notes payable — (1,654 ) — — (1,654 ) Revolving credit facility borrowings — 37,687 — — 37,687 Revolving credit facility repayments — (29,788 ) — — (29,788 ) Repayments of capital lease obligations — (49 ) (426 ) — (475 ) Distribution to noncontrolling interest — (3,358 ) — — (3,358 ) Intercompany lending 10,775 3,411 (14,186 ) — — Capital contribution from affiliate — — 5,215 (5,215 ) — Dividend payments to affiliate — — (3,800 ) 3,800 — Net cash provided by (used in) financing activities 10,775 6,249 (13,197 ) (1,415 ) 2,412 Effects of exchange rate changes on cash and cash equivalents — — (255 ) — (255 ) Net change in cash and cash equivalents — 736 (1,758 ) — (1,022 ) Cash and cash equivalents at the beginning of period — 7,289 5,033 — 12,322 Cash and cash equivalents at the end of period $ — $ 8,025 $ 3,275 $ — $ 11,300 Year Ended December 31, 2014 Statement of Cash Flows SAExploration Holdings, 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 to 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 |
SIGNIFICANT ACCOUNTING POLICI27
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
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 13 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 as of December 31, 2014 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 attributable to the Corporation, comprehensive loss, stockholders' 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 natural 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 15. 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, 2015 and 2014 , the balance of cash in subsidiaries outside of the United States totaled $ 3,275 and $ 5,032 , respectively. |
Restricted Cash | Restricted Cash Restricted cash consists primarily of cash collateral for labor claims, office rental 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. Approximately 26% of the Corporation's trade accounts receivable at December 31, 2015 were from customers outside the United States. 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, until 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 revenue 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. Deferred revenue of $ 3,903 and $ 187 at December 31, 2015 and 2014 , respectively, consists primarily of payments for mobilization and seismic services. |
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 , the Corporation delivered both professional services and equipment under a lease arrangement. The equipment leased under the contract was 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 considered 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 | 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 during the first three years of the service contract ending in 2014. Equipment fee income, included in revenue, as a result of this contract was $0 and $3,175 for the years ended December 31, 2015 and 2014 , respectively. |
Leases as Lessee | 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 impaired during the years ended December 31, 2015 or 2014 . |
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 2015 and 2014 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 related 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. 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. 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. |
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, United Kingdom 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 requisite service period for each separately vesting tranche of an award. The amount of share-based compensation cost recognized during a period is based on the value of the awards that are ultimately expected to vest. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Corporation updates its forfeiture rate annually. |
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. |
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, accrued liabilities, borrowings under the revolving credit facility and an equipment note payable. 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. There were no Corporation financial instruments measured at fair value on a recurring basis at December 31, 2015 and 2014 . The note payable to related parties – Former SAE stockholders were outstanding during 2014 and measured at fair value on a recurring basis until their repayment in July 2014. 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 principle, 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 new guidance is effective for annual reporting periods beginning after December 15, 2017 , including interim periods within that reporting period. Early application is permitted for annual reporting periods beginning after December 15, 2016 , including interim periods within that reporting period. The Corporation is currently evaluating what impact adoption of this guidance would have on its financial position, results of operations, cash flows and disclosures. Going Concern In August 2014, the FASB issued new 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. Debt Issuance Costs In April 2015, the FASB issued new guidance which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. The guidance does not affect the recognition and measurement of debt issuance costs. Therefore, the amortization of such costs will continue to be calculated using the interest method and be reported as interest expense. The guidance does not specifically address, and therefore does not affect, the balance sheet presentation of debt issuance costs for revolving debt arrangements. The new guidance is effective for financial statements issued in fiscal years beginning after December 15, 2015 , and will be applied on a retrospective basis. Early adoption is permitted for financial statements that have not been previously issued. Upon adoption of the new guidance, the Corporation will report its unamortized deferred loan issuance costs on the senior secured notes as a reduction of the associated debt liability rather than as assets, resulting in an equal reduction in the Corporation's total assets and total liabilities compared to the prior presentation. The amount of Corporation deferred loan issuance costs on the senior secured notes, net of amortization, was $ 4,370 and $ 6,022 at December 31, 2015 and 2014 , respectively. Other than this balance sheet reclassification, adoption of the guidance will have no impact on the Corporation's consolidated financial statements. Deferred Income Taxes In November 2015, the FASB issued new guidance on the balance sheet classification of deferred taxes, which requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each taxing jurisdiction will now only have one net noncurrent deferred tax asset or liability. The new guidance does not change the existing requirement that prohibits companies from offsetting deferred tax liabilities from one taxing jurisdiction against deferred tax assets of another taxing jurisdiction. The guidance is effective for financial statements issued for annual and interim periods beginning after December 15, 2016, with earlier application permitted. The Corporation elected to apply this guidance to its financial statements for the quarter ended December 31, 2015 and retrospectively for all periods presented. As a result of the adoption of the new guidance, current deferred income tax assets and liabilities in the amount of $520 and $587 , respectively, were reclassified to noncurrent deferred income tax assets and liabilities in the December 31, 2014 balance sheet. Other than these balance sheet reclassifications, adoption of the guidance had no impact on the Corporation's consolidated financial statements. Financial Instruments In January 2016, the FASB issued new guidance on financial instruments which primarily changes the accounting for equity investments, financial liabilities recorded under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the FASB clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The classification and measurement guidance will be effective for public business entities in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. All entities can early adopt the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. Early adoption of these provisions can be elected by public business entities for all financial statements of fiscal years and interim periods that have not yet been issued or that have not yet been made available for issuance. The Corporation does not expect adoption will have a material impact on its financial position, results of operations, cash flows or disclosures. Leases In February 2016, the FASB issued new guidance on lease accounting affecting lessees and lessors. Lessees will be required to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. As under current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease for lessees will primarily depend on its classification as a finance or operating lease. For operating leases, lessees will recognize a single total lease expense. For finance leases, lessees will recognize amortization of the right-of-use asset separately from interest on the lease liability. For both types of leases, lessees will recognize a right-of-use asset and a lease liability on its balance sheet. Lessor accounting under the new standard will remain similar to lessor accounting under current GAAP. The new standard contains changes that are intended to align lessor accounting with the lessee accounting model and the revenue recognition standard issued in 2014. For public companies, the new guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Corporation is currently evaluating what impact adoption of this guidance will have on its financial position, results of operations, cash flows and disclosures. |
DETAIL OF SELECTED BALANCE SH28
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of accounts receivable and allowance for doubtful accounts | Accounts receivable is comprised of the following: December 31, 2015 2014 Accounts receivable $ 67,882 $ 73,584 Less allowance for doubtful accounts — — Accounts receivable, net $ 67,882 $ 73,584 Changes in the allowance for doubtful accounts were as follows: Years Ended December 31, 2015 2014 Beginning balance $ — $ 254 Charges to expense — — Write-offs — 254 Ending balance $ — $ — |
Schedule of prepaid expenses | Changes in deferred loan issuance costs and related accumulated amortization were as follows: Gross Carrying Amount Accumulated Amortization Net Carrying Amount 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 Write-off of prorata portion of deferred loan issuance costs due to exchange of senior secured notes for common stock (446 ) 103 (343 ) Amortization expense — (1,592 ) (1,592 ) Balance at December 31, 2015 $ 7,097 $ (2,206 ) $ 4,891 Prepaid expenses include the following: December 31, 2015 2014 Prepaid taxes $ 95 $ 13,244 Deposits 195 868 Other 597 2,925 Total prepaid expenses $ 887 $ 17,037 |
Schedule of property and equipment | Property and equipment is comprised of the following: December 31, Estimated Useful Life 2015 2014 Field operating equipment 3 – 10 years $ 100,001 $ 100,379 Vehicles 3 – 5 years 16,041 15,851 Leasehold improvements 2 – 5 years 481 498 Software 3 – 5 years 1,906 2,672 Computer equipment 3 – 5 years 3,856 2,808 Office equipment 3 – 10 years 901 1,000 123,186 123,208 Less: accumulated depreciation and amortization (61,358 ) (46,112 ) Property and equipment, net $ 61,828 $ 77,096 |
Schedule of goodwill | Changes in the carrying value of goodwill were as follows: Balance at December 31, 2013 $ 2,150 Foreign currency translation adjustment (173 ) Balance at December 31, 2014 1,977 Foreign currency translation adjustment (319 ) Balance at December 31, 2015 $ 1,658 |
Schedule of intangible assets | Changes in the carrying value of intangible assets and related accumulated amortization were as follows: Gross Carrying Amount Accumulated Amortization Net Carrying Amount 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 Amortization expense — (99 ) (99 ) Foreign currency translation adjustment (162 ) — (162 ) Balance at December 31, 2015 $ 1,329 $ (540 ) $ 789 |
Schedule of future amortization expense of intangible assets | Future amortization expense is as follows: 2016 $ 91 2017 91 2018 91 2019 91 2020 91 Thereafter 334 Total $ 789 |
Schedule of deferred loan issuance costs | Changes in deferred loan issuance costs and related accumulated amortization were as follows: Gross Carrying Amount Accumulated Amortization Net Carrying Amount 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 Write-off of prorata portion of deferred loan issuance costs due to exchange of senior secured notes for common stock (446 ) 103 (343 ) Amortization expense — (1,592 ) (1,592 ) Balance at December 31, 2015 $ 7,097 $ (2,206 ) $ 4,891 Prepaid expenses include the following: December 31, 2015 2014 Prepaid taxes $ 95 $ 13,244 Deposits 195 868 Other 597 2,925 Total prepaid expenses $ 887 $ 17,037 |
Schedule of accrued liabilities | Accrued liabilities include the following: December 31, 2015 2014 Accrued payroll liabilities $ 5,794 $ 8,652 Accrued interest 6,463 7,489 Other accrued liabilities 5,561 3,413 Total accrued liabilities $ 17,818 $ 19,554 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Notes payable consist of the following: December 31, 2015 2014 Senior secured notes $ 140,000 $ 150,000 Equipment note payable — 1,654 Total notes payable outstanding 140,000 151,654 Less current portion of equipment note payable — 1,654 Total long-term portion of notes payable $ 140,000 $ 150,000 |
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 107.5% On or after July 15, 2017 and prior to July 15, 2018 105.0% On and after July 15, 2018 100.0% |
Future principal payments for notes payable | Required future principal payments for notes payable outstanding at December 31, 2015 are as follows during the years ending December 31: Amount 2016 $ — 2017 — 2018 — 2019 140,000 2020 — Thereafter — Total $ 140,000 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Leases [Abstract] | |
Future minimum lease payments required under capital leases and present value of net minimum lease payments | As of December 31, 2015 , 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 2016 $ 130 2017 53 2018 — 2019 — 2020 — Thereafter — Total minimum lease payments 183 Less: amount representing interest (13 ) Present value of net minimum lease payments 170 Less: current maturities of capital lease obligations (115 ) Long-term capital lease obligations $ 55 |
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: December 31, 2015 2014 Field operating equipment $ — $ 757 Vehicles 373 403 Computer equipment — 235 Office equipment 102 122 Total cost of property and equipment under capital leases 475 1,517 Less: accumulated amortization (256 ) (639 ) Property under capital leases, net $ 219 $ 878 |
Future minimum lease payments under noncancelable operating leases | As of December 31, 2015 , 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 2016 $ 1,958 2017 1,790 2018 1,538 2019 884 2020 202 Thereafter — Total future minimum lease payments $ 6,372 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Computation of basic and diluted net loss per share | The computation of basic and diluted net loss per share is as follows: Net Loss Attributable to the Corporation Shares Per Share Year Ended December 31, 2015: Basic loss per share $ (9,875 ) 15,766,764 $ (0.63 ) Effect of dilutive securities — — — Diluted loss per share $ (9,875 ) 15,766,764 $ (0.63 ) 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 ) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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 are as follows: Years Ended December 31, 2015 2014 U.S. $ 15,263 $ (50,154 ) Foreign (18,012 ) 24,635 Total $ (2,749 ) $ (25,519 ) |
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) as shown in the following table: Years Ended December 31, 2015 2014 Current income tax expense: U.S. – federal and state $ 242 $ 307 Foreign 3,923 13,714 Total current income tax expense 4,165 14,021 Deferred income tax benefit: U.S. – federal and state — — Foreign (1,472 ) (1,145 ) Total deferred income tax benefit (1,472 ) (1,145 ) Total provision for income taxes $ 2,693 $ 12,876 |
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, 2015 2014 Expected income tax benefit at 35% $ (962 ) $ (8,932 ) Effects of expenses not deductible for tax purposes 2,850 1,431 Tax effect of valuation allowance on deferred tax assets 414 18,725 Effects of differences between U.S. and foreign tax rates, net of federal benefit (917 ) 1,652 Foreign withholding and AMT 1,501 — Other adjustments (193 ) — Provision for income taxes $ 2,693 $ 12,876 |
Schedule of tax effects of temporary differences | The net deferred tax assets consist of the following: December 31, 2015 2014 Noncurrent deferred tax asset, net $ 3,756 $ 2,229 Noncurrent deferred tax liability, net (55 ) — Net deferred tax asset $ 3,701 $ 2,229 The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below: December 31, 2015 2014 Deferred tax assets: Deferred charges $ 1,316 $ 1,191 Stock compensation expense 98 — Other accruals 2,427 1,774 Research and development credits 2,406 2,406 Capital lease obligation 134 124 Foreign tax credit and AMT credit carry forwards 13,188 12,538 Financing costs 1,974 — Unrealized loss on foreign currency transactions 914 507 Property and equipment — 1,981 Net operating loss carry forwards 14,093 13,749 Total deferred tax assets 36,550 34,270 Less: valuation allowance (26,137 ) (25,723 ) Total deferred tax assets, net 10,413 8,547 Deferred tax liabilities: Other receivables — (329 ) Property and equipment (6,372 ) (5,416 ) Deferred contract costs — (258 ) Intangible assets (340 ) (315 ) Total deferred tax liabilities (6,712 ) (6,318 ) Net deferred tax assets $ 3,701 $ 2,229 December 31, Net Deferred Tax Assets (Liabilities): 2015 2014 Bolivia $ 1,467 $ — Canada — 337 Colombia 1,735 208 Malaysia (55 ) 429 Peru 554 792 Others — 463 Total $ 3,701 $ 2,229 |
Summary of net operating loss carryforwards | The details of the Corporation’s tax attributes are shown below: December 31, Net Operating Loss Carryforwards: 2015 2014 United States $ 17,752 $ 25,462 Canada 5,408 2,750 Malaysia 5,726 5,412 Brazil 6,894 2,595 Others 7,038 4,670 Total $ 42,818 $ 40,889 |
Summary of foreign tax credits carryforwards | December 31, Foreign Tax Credits Carryforwards: 2015 2014 United States $ 11,604 $ 11,519 Canada 641 641 United Kingdom 356 356 Total $ 12,601 $ 12,516 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of share-based compensation expense | Share-based compensation expense for stock option, restricted stock and restricted stock unit awards was as follows: Years Ended December 31, 2015 2014 Cost of services $ — $ — Selling, general and administrative expenses 1,061 200 Total share-based compensation expense 1,061 200 Income tax benefit (371 ) (70 ) Increase in net loss $ 690 $ 130 Increase in net loss per share: Basic $ 0.04 $ 0.01 Diluted $ 0.04 $ 0.01 |
Summary of stock option activity | A summary of stock option activity for the year ended December 31, 2015 was as follows: Number of Shares Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2014 — $ — — $ — Granted 241,642 $ 4.12 $ 1.49 Exercised — $ — Forfeited — $ — Expired — $ — Outstanding at December 31, 2015 241,642 $ 4.12 9.5 $ — Exercisable at December 31, 2015 80,548 $ 4.12 9.5 $ — |
Schedule of valuation assumptions | The Corporation computed the fair value of each stock option on the date of grant, June 29, 2015, using the Black-Scholes option pricing model based on the following assumptions: 2015 Expected volatility 52.3% Expected lives (in years) 5.5 Risk-free interest rate 1.8% Expected dividend yield —% |
Schedule of restricted stock units activity | A summary of restricted stock units activity for the year ended December 31, 2015 was as follows: Number of Shares Weighted Average Grant Date Fair Value Nonvested at December 31, 2014 — $ — Granted 326,117 $ 3.40 Vested (108,703 ) $ 3.40 Forfeited — $ — Nonvested at December 31, 2015 217,414 $ 3.40 |
GEOGRAPHIC AND RELATED INFORM34
GEOGRAPHIC AND RELATED INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Summary of revenues and identifiable assets by geographic areas | A summary of revenue and identifiable assets by geographic areas is as follows: Revenue from Services Identifiable Assets Years Ended December 31, December 31, 2015 2014 2015 2014 North America: United States $ 162,066 $ 107,515 $ 54,664 $ 68,118 Canada 11,350 20,289 4,050 5,722 Total 173,416 127,804 58,714 73,840 South America: Peru 15,218 117,829 1,878 3,448 Colombia 7,065 68,415 3,970 7,877 Bolivia 2,822 60,080 1,051 558 Other 2,147 11,942 2,390 134 Total 27,252 258,266 9,289 12,017 Southeast Asia: Malaysia 27,469 350 1,300 1,071 Other — 400 13 21 Total 27,469 750 1,313 1,092 Consolidated $ 228,137 $ 386,820 $ 69,316 $ 86,949 Total excluding United States $ 66,071 $ 279,305 $ 14,652 $ 18,831 |
Summary of customers with revenues or accounts receivable in excess of 10% of consolidated total | A summary of customers with revenue or accounts receivable in excess of 10% of the consolidated total for 2015 and 2014 is as follows: Revenue from Services Accounts Receivable, Net Years Ended December 31, December 31, Amount % of Consolidated Amount % of Consolidated 2015 Customer A $ 83,851 37% $ 50,407 74% Customer B $ 40,050 18% Customer C $ 27,469 12% Customer D $ 23,400 10% 2014 Customer E $ 131,756 34% $ 10,763 15% Customer F $ 49,917 13% $ 25,128 34% Customer G $ 9,465 13% Customer H $ 7,360 10% |
FINANCIAL INSTRUMENTS (Tables)
FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
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 Amount Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable 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 $ — $ — $ — $ — |
CONDENSED CONSOLIDATING FINAN36
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed balance sheet | December 31, 2015 Balance Sheet SAExploration Holdings, Inc. The Guarantors Other Subsidiaries Consolidating Adjustments Total Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 8,025 $ 3,275 $ — $ 11,300 Restricted cash — — 518 — 518 Accounts receivable, net — 51,198 16,684 — 67,882 Deferred costs on contracts — 390 4,745 — 5,135 Prepaid expenses 26 181 680 — 887 Total current assets 26 59,794 25,902 — 85,722 Property and equipment, net — 49,623 12,205 — 61,828 Investment in subsidiaries (15,022 ) 58,752 7,500 (51,230 ) — Intercompany receivables 115,691 — — (115,691 ) — Intangible assets, net — — 789 — 789 Goodwill — — 1,658 — 1,658 Deferred loan issuance costs, net 4,370 521 — — 4,891 Deferred income tax assets — — 3,756 — 3,756 Other assets — 150 — — 150 Total assets $ 105,065 $ 168,840 $ 51,810 $ (166,921 ) $ 158,794 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable $ — $ 7,253 $ 9,322 $ — $ 16,575 Accrued liabilities 6,495 7,336 3,987 — 17,818 Income and other taxes payable 13 376 2,197 — 2,586 Borrowings under revolving credit facility — 7,899 — — 7,899 Current portion of capital leases — 57 58 — 115 Deferred revenue — — 3,903 — 3,903 Total current liabilities 6,508 22,921 19,467 — 48,896 Senior secured notes payable 140,000 — — — 140,000 Long-term portion of capital leases — 39 16 — 55 Intercompany payables — 69,417 46,274 (115,691 ) — Deferred income tax liabilities — — 55 — 55 Total liabilities 146,508 92,377 65,812 (115,691 ) 189,006 Stockholders’ equity (deficit): Common stock 2 — — — 2 Additional paid-in capital 35,763 43,861 22,708 (66,569 ) 35,763 Retained earnings (accumulated deficit) (77,208 ) 28,169 (32,439 ) 15,339 (66,139 ) Accumulated other comprehensive loss — — (4,271 ) — (4,271 ) Total stockholders’ equity attributable to the Corp. (41,443 ) 72,030 (14,002 ) (51,230 ) (34,645 ) Noncontrolling interest — 4,433 — — 4,433 Total stockholders’ equity (deficit) (41,443 ) 76,463 (14,002 ) (51,230 ) (30,212 ) Total liabilities and stockholders’ equity (deficit) $ 105,065 $ 168,840 $ 51,810 $ (166,921 ) $ 158,794 December 31, 2014 Balance Sheet SAExploration Holdings, 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 31 536 16,470 — 17,037 Total current assets 101 13,322 94,874 — 108,297 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 15 626 1,588 — 2,229 Total assets $ 118,359 $ 156,047 $ 118,803 $ (195,734 ) $ 197,475 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable $ — $ 9,429 $ 24,826 $ — $ 34,255 Accrued liabilities 7,519 2,592 9,443 — 19,554 Income and other taxes payable — 42 20,219 — 20,261 Equipment note payable — 1,654 — — 1,654 Current portion of capital leases — 49 411 — 460 Deferred revenue — — 187 — 187 Total current liabilities 7,519 13,766 55,086 — 76,371 Senior secured notes 150,000 — — — 150,000 Long-term portion of capital leases — 96 89 — 185 Intercompany payables — 66,006 60,460 (126,466 ) — Total liabilities 157,519 79,868 115,635 (126,466 ) 226,556 Stockholders’ equity (deficit): 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 $ 156,047 $ 118,803 $ (195,734 ) $ 197,475 |
Condensed income statement | Year Ended December 31, 2015 Income Statement SAExploration Holdings, Inc. The Guarantors Other Subsidiaries Consolidating Adjustments Total Consolidated Revenue from services $ — $ 162,067 $ 66,070 $ — $ 228,137 Cost of services — 118,845 58,529 — 177,374 Gross profit — 43,222 7,541 — 50,763 Selling, general and administrative expenses 1,545 14,485 19,144 — 35,174 Income (loss) from operations (1,545 ) 28,737 (11,603 ) — 15,589 Other expense, net (7,535 ) (4,394 ) (6,409 ) — (18,338 ) Equity in income (losses) of investments (777 ) (18,676 ) — 19,453 — Income (loss) before income taxes (9,857 ) 5,667 (18,012 ) 19,453 (2,749 ) Provision for income taxes 18 2,011 664 — 2,693 Net income (loss) (9,875 ) 3,656 (18,676 ) 19,453 (5,442 ) Less: net income attributable to noncontrolling interest — 4,433 — — 4,433 Net income (loss) attributable to the Corporation $ (9,875 ) $ (777 ) $ (18,676 ) $ 19,453 $ (9,875 ) Comprehensive net income (loss) $ (9,875 ) $ 3,656 $ (18,585 ) $ 19,453 $ (5,351 ) Less: comprehensive net income attributable to noncontrolling interest — 4,433 — — 4,433 Comprehensive net income (loss) attributable to the Corporation $ (9,875 ) $ (777 ) $ (18,585 ) $ 19,453 $ (9,784 ) Year Ended December 31, 2014 Income Statement SAExploration Holdings, 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 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 the Corporation $ (41,753 ) $ (30,105 ) $ (2,262 ) $ 30,088 $ (44,032 ) |
Condensed statement of cash flows | Year Ended December 31, 2015 Statement of Cash Flows SAExploration Holdings, Inc. The Guarantors Other Subsidiaries Consolidating Adjustments Total Consolidated Operating activities: Net cash provided by (used in) operating activities $ (10,775 ) $ (303 ) $ 17,976 $ (3,800 ) $ 3,098 Investing activities: Purchase of property and equipment — (3,985 ) (2,458 ) — (6,443 ) Capital contribution to affiliate — (1,225 ) (3,990 ) 5,215 — Proceeds from sale of property and equipment — — 166 — 166 Net cash provided by (used in) investing activities — (5,210 ) (6,282 ) 5,215 (6,277 ) Financing activities: Repayments of notes payable — (1,654 ) — — (1,654 ) Revolving credit facility borrowings — 37,687 — — 37,687 Revolving credit facility repayments — (29,788 ) — — (29,788 ) Repayments of capital lease obligations — (49 ) (426 ) — (475 ) Distribution to noncontrolling interest — (3,358 ) — — (3,358 ) Intercompany lending 10,775 3,411 (14,186 ) — — Capital contribution from affiliate — — 5,215 (5,215 ) — Dividend payments to affiliate — — (3,800 ) 3,800 — Net cash provided by (used in) financing activities 10,775 6,249 (13,197 ) (1,415 ) 2,412 Effects of exchange rate changes on cash and cash equivalents — — (255 ) — (255 ) Net change in cash and cash equivalents — 736 (1,758 ) — (1,022 ) Cash and cash equivalents at the beginning of period — 7,289 5,033 — 12,322 Cash and cash equivalents at the end of period $ — $ 8,025 $ 3,275 $ — $ 11,300 Year Ended December 31, 2014 Statement of Cash Flows SAExploration Holdings, 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 to 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 |
NATURE OF OPERATIONS (Details)
NATURE OF OPERATIONS (Details) | Dec. 31, 2015channel |
Foreign Countries | |
Gas and Oil Acreage [Line Items] | |
Number of land and marine channels (over) | 29,500 |
LIQUIDITY (Details)
LIQUIDITY (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable from customers | $ 67,882 | $ 73,584 |
Customer A | Customer Concentration Risk | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable from customers | $ 50,407 |
SIGNIFICANT ACCOUNTING POLICI39
SIGNIFICANT ACCOUNTING POLICIES - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Foreign Countries | ||
Cash and Cash Equivalents [Line Items] | ||
Cash in subsidiaries | $ 3,275 | $ 5,032 |
SIGNIFICANT ACCOUNTING POLICI40
SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable and Allowance for Doubtful Accounts (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Foreign Countries | Trade Accounts Receivable | |
Concentration Risk [Line Items] | |
Concentration risk, percentage | 26.00% |
SIGNIFICANT ACCOUNTING POLICI41
SIGNIFICANT ACCOUNTING POLICIES - Deferred Revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accounting Policies [Abstract] | ||
Deferred revenue | $ 3,903 | $ 187 |
SIGNIFICANT ACCOUNTING POLICI42
SIGNIFICANT ACCOUNTING POLICIES - Lease Income (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Equipment Leased | ||
Property, Plant and Equipment [Line Items] | ||
Equipment fee income | $ 0 | $ 3,175,000 |
SIGNIFICANT ACCOUNTING POLICI43
SIGNIFICANT ACCOUNTING POLICIES - Intangible Assets (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimate useful life of intangible assets (in years) | 13 years | 13 years |
SIGNIFICANT ACCOUNTING POLICI44
SIGNIFICANT ACCOUNTING POLICIES - Reportable Segment (Details) | 12 Months Ended |
Dec. 31, 2015segment | |
Accounting Policies [Abstract] | |
Number of reportable segments | 1 |
SIGNIFICANT ACCOUNTING POLICI45
SIGNIFICANT ACCOUNTING POLICIES - Recently Issued Accounting Pronouncements (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Deferred loan issuance costs, net | $ 4,891 | $ 6,826 | $ 9,115 |
Deferred income tax assets | 3,756 | 2,229 | |
Deferred income tax liabilities | 55 | 0 | |
Adjustments for New Accounting Pronouncement | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Deferred income tax assets | 520 | ||
Deferred income tax liabilities | 587 | ||
Senior Secured Notes | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Deferred loan issuance costs, net | $ 4,370 | $ 6,022 |
DETAIL OF SELECTED BALANCE SH46
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Accounts Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounts Receivable, Net [Abstract] | ||||
Accounts receivable | $ 67,882 | $ 73,584 | ||
Less allowance for doubtful accounts | $ 0 | $ 254 | 0 | 0 |
Accounts receivable, net | $ 67,882 | $ 73,584 | ||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Beginning balance | 0 | 254 | ||
Charges to expense | 0 | 0 | ||
Write-offs | 0 | 254 | ||
Ending balance | $ 0 | $ 0 |
DETAIL OF SELECTED BALANCE SH47
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Prepaid Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid taxes | $ 95 | $ 13,244 |
Deposits | 195 | 868 |
Other | 597 | 2,925 |
Total prepaid expenses | $ 887 | $ 17,037 |
DETAIL OF SELECTED BALANCE SH48
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 123,186 | $ 123,208 |
Less: accumulated depreciation and amortization | (61,358) | (46,112) |
Property and equipment, net | 61,828 | 77,096 |
Field operating equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 100,001 | 100,379 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 16,041 | 15,851 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 481 | 498 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,906 | 2,672 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,856 | 2,808 |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 901 | $ 1,000 |
Minimum | Field operating equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 3 years | 3 years |
Minimum | Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 3 years | 3 years |
Minimum | Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 2 years | 2 years |
Minimum | Software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 3 years | 3 years |
Minimum | Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 3 years | 3 years |
Minimum | Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 3 years | 3 years |
Maximum | Field operating equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 10 years | 10 years |
Maximum | Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 5 years | 5 years |
Maximum | Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 5 years | 5 years |
Maximum | Software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 5 years | 5 years |
Maximum | Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 5 years | 5 years |
Maximum | Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life (in years) | 10 years | 10 years |
DETAIL OF SELECTED BALANCE SH49
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Total depreciation and amortization expense | $ 18,622 | $ 16,265 |
Depreciation and amortization included in cost of services | 18,137 | 15,205 |
Depreciation and amortization recorded in selling, general and administrative expense | $ 485 | $ 1,060 |
DETAIL OF SELECTED BALANCE SH50
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 1,977 | $ 2,150 |
Foreign currency translation adjustment | (319) | (173) |
Ending balance | $ 1,658 | $ 1,977 |
DETAIL OF SELECTED BALANCE SH51
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Carrying Amounts of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Finite-lived Intangible Assets [Roll Forward] | |||
Gross Carrying Amount | $ 1,329 | $ 1,491 | $ 1,587 |
Accumulated Amortization | (540) | (441) | (327) |
Net Carrying Amount | 789 | 1,050 | $ 1,260 |
Amortization expense | (99) | (114) | |
Foreign currency translation adjustment | $ (162) | $ (96) | |
Customer relationships | |||
Finite-Lived Intangible Assets, Net, Ending Balance [Abstract] | |||
Estimate useful life of intangible assets (in years) | 13 years | 13 years |
DETAIL OF SELECTED BALANCE SH52
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
2,016 | $ 91 | ||
2,017 | 91 | ||
2,018 | 91 | ||
2,019 | 91 | ||
2,020 | 91 | ||
Thereafter | 334 | ||
Net Carrying Amount | $ 789 | $ 1,050 | $ 1,260 |
DETAIL OF SELECTED BALANCE SH53
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Deferred Loan Issuance Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Deferred Finance Costs, Noncurrent, Net [Abstract] | |||
Gross Carrying Amount, beginning balance | $ 7,543 | $ 12,029 | |
Accumulated Amortization, beginning balance | (717) | (2,914) | |
Amortization expense | (1,592) | (2,224) | |
Write off of deferred loan issuance costs, gross | (446) | ||
Write-off of deferred debt issuance cost, accumulated amortization | 103 | ||
Write off of deferred loan issuance costs, net | (343) | ||
Payments of Debt Issuance Costs | 0 | 7,543 | |
Gross Carrying Amount, ending balance | 7,097 | 7,543 | |
Accumulated Amortization, ending balance | (2,206) | (717) | |
Net Carrying Amount | 4,891 | 6,826 | $ 9,115 |
2012 Credit Agreement | |||
Deferred Finance Costs, Noncurrent, Net [Abstract] | |||
Write off of deferred loan issuance costs, gross | (12,029) | ||
Write-off of deferred debt issuance cost, accumulated amortization | 4,421 | ||
Write off of deferred loan issuance costs, net | (7,608) | ||
Senior Secured Notes | |||
Deferred Finance Costs, Noncurrent, Net [Abstract] | |||
Payments of Debt Issuance Costs | 6,691 | ||
Net Carrying Amount | $ 4,370 | 6,022 | |
Capitalization term of loan issuance costs | 5 years | ||
Credit Agreement | |||
Deferred Finance Costs, Noncurrent, Net [Abstract] | |||
Payments of Debt Issuance Costs | $ 852 | ||
Capitalization term of loan issuance costs | 3 years |
DETAIL OF SELECTED BALANCE SH54
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued payroll liabilities | $ 5,794 | $ 8,652 |
Accrued interest | 6,463 | 7,489 |
Other accrued liabilities | 5,561 | 3,413 |
Total accrued liabilities | $ 17,818 | $ 19,554 |
REVOLVING CREDIT FACILITY (Deta
REVOLVING CREDIT FACILITY (Details) - USD ($) | Nov. 06, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Jul. 02, 2014 |
Line of Credit Facility [Line Items] | ||||
Line of credit, outstanding balance | $ 7,899,000 | $ 0 | ||
Line of Credit | Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 20,000,000 | |||
Line of credit, outstanding balance | $ 7,899,000 | $ 0 | ||
Ending interest rate | 3.61% | 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] | ||||
Minimum increments to borrowing capacity | $ 1,000,000 | |||
Line of Credit | Accordion Feature | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Minimum increments to borrowing capacity | 10,000,000 | |||
Line of Credit | Sub-Facility | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 10,000,000 | |||
Line of Credit | Letter of credit | ||||
Line of Credit Facility [Line Items] | ||||
Unused capacity fee, percentage | 3.00% | |||
Long-term Line of Credit | $ 100,000 | $ 0 | ||
Senior secured notes | Notes | ||||
Line of Credit Facility [Line Items] | ||||
Stated interest rate (as a percent) | 10.00% |
NOTES PAYABLE - Schedule of Not
NOTES PAYABLE - Schedule of Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Notes Payable [Abstract] | ||
Senior secured notes | $ 140,000 | $ 150,000 |
Equipment note payable | 0 | 1,654 |
Total notes payable outstanding | 140,000 | 151,654 |
Less current portion of equipment note payable | 0 | 1,654 |
Total long-term portion of notes payable | $ 140,000 | $ 150,000 |
NOTES PAYABLE - Senior Secured
NOTES PAYABLE - Senior Secured Notes (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 27, 2015 | Aug. 26, 2015 | Jul. 02, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | |||||
Debt conversion | $ 6,602 | $ 0 | |||
Gain (loss) on early extinguishment of debt | 3,014 | $ (17,157) | |||
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 | Fidelity Management and Research Company | |||||
Debt Instrument [Line Items] | |||||
Extinguishment of debt | $ 10,000 | ||||
Shares issued for debt conversion | 2,366,307 | ||||
Debt conversion | $ 6,602 | ||||
Weighted average share price (in dollars per share) | $ 2.79 | ||||
Gain (loss) on early extinguishment of debt | 3,014 | ||||
Unamortized Debt Issuance Expense | 343 | ||||
Legal fees | $ 41 | ||||
Senior Secured Notes | |||||
Debt Instrument [Line Items] | |||||
Debt, face amount | $ 150,000 | ||||
Stated interest rate (as a percent) | 10.00% | ||||
Senior Secured Notes | Senior secured notes | Prior to January 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 January 15, 2017 | Net proceeds of equity offering | |||||
Debt Instrument [Line Items] | |||||
Redemption price percentage | 110.00% | ||||
Senior Secured Notes | Senior secured notes | Prior to January 15, 2017 | Change of Control | |||||
Debt Instrument [Line Items] | |||||
Redemption price percentage | 101.00% | ||||
Senior Secured Notes | Senior secured notes | Prior to January 15, 2017 | Asset Sale | |||||
Debt Instrument [Line Items] | |||||
Redemption price percentage | 100.00% | ||||
Proceeds from asset sale | $ 7,500 |
NOTES PAYABLE - Equipment Note
NOTES PAYABLE - Equipment Note Payable (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Nov. 18, 2014 | |
Short-term Debt [Line Items] | ||||
Payments of notes payable | $ 1,654 | $ 99,659 | ||
Notes Payable | Equipment Note Payable | ||||
Short-term Debt [Line Items] | ||||
Debt, face amount | $ 1,838 | |||
Stated interest rate (as a percent) | 8.00% | |||
Payments of notes payable | $ 184 | |||
Monthly principal and interest payments | $ 144 |
NOTES PAYABLE - Notes Payable u
NOTES PAYABLE - Notes Payable under 2012 Credit Agreement (Details) - USD ($) $ in Thousands | Nov. 28, 2012 | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | |||
Payment in kind interest | $ 0 | $ 1,022 | |
Loss on early extinguishment of debt | $ (3,014) | 17,157 | |
Notes Payable | 2012 Credit Agreement | |||
Debt Instrument [Line Items] | |||
Debt instrument, term (in years) | 4 years | ||
Debt, face amount | $ 80,000 | ||
Stated interest rate (as a percent) | 13.50% | ||
Quarterly principal payment | $ 200 | ||
Quarterly interest payment, percent | 0.25% | ||
Percentage of common stock issued | 1.00% | ||
Loan issuance costs | $ 12,029 | ||
Payment in kind interest, percent | 2.50% | ||
Payment in kind interest | 1,022 | ||
Loss on early extinguishment of debt | 17,157 | ||
Prepayment penalties | 8,877 | ||
Unamortized loan discount | 7,983 | ||
Legal fees | $ 297 |
NOTES PAYABLE - Notes Payable t
NOTES PAYABLE - Notes Payable to Related Parties (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 02, 2014 | Oct. 10, 2013 | Jun. 24, 2013 | Jun. 23, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 08, 2014 | Nov. 28, 2012 |
Debt Instrument [Line Items] | |||||||||
Fair value of promissory note | $ 0 | $ 12,406 | |||||||
Convertible promissory notes | $ 6,602 | $ 0 | |||||||
Converted instrument, options issued (in shares) | 1,000,000 | ||||||||
Notes Payable | 2012 Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Stated interest rate (as a percent) | 13.50% | ||||||||
Notes Payable | Former SAE Common Stockholders | 2012 Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Cumulative deferred interest payments | $ 2,007 | ||||||||
Notes Payable | Former SAE Common Stockholders | CLCH | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt, principal amount | $ 17,500 | ||||||||
Stated interest rate (as a percent) | 10.00% | ||||||||
Fair value of promissory note | $ 11,775 | ||||||||
Discount rate | 17.60% | ||||||||
Notes Payable | Directors | |||||||||
Debt Instrument [Line Items] | |||||||||
Converted instrument, options issued (in shares) | 1,000,000 | ||||||||
Exercise price of warrants (in usd per share) | $ 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 | ||||||||
Notes Payable | Directors | David D. Sgro | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible promissory notes | $ 200 |
NOTES PAYABLE - Future Principa
NOTES PAYABLE - Future Principal Payments for Notes Payable (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2,016 | $ 0 |
2,017 | 0 |
2,018 | 0 |
2,019 | 140,000 |
2,020 | 0 |
Thereafter | 0 |
Total | $ 140,000 |
LEASES - Future Minimum Lease P
LEASES - Future Minimum Lease Payments for Capital Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ||
2,016 | $ 130 | |
2,017 | 53 | |
2,018 | 0 | |
2,019 | 0 | |
2,020 | 0 | |
Thereafter | 0 | |
Total minimum lease payments | 183 | |
Less: amount representing interest | (13) | |
Present value of net minimum lease payments | 170 | |
Less: current maturities of capital lease obligations | (115) | $ (460) |
Long-term capital lease obligations | $ 55 | $ 185 |
LEASES - Assets Recorded Under
LEASES - Assets Recorded Under Capital Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment under capital leases | $ 475 | $ 1,517 |
Less: accumulated amortization | (256) | (639) |
Property under capital leases, net | 219 | 878 |
Field operating equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment under capital leases | 0 | 757 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment under capital leases | 373 | 403 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment under capital leases | 0 | 235 |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total cost of property and equipment under capital leases | $ 102 | $ 122 |
LEASES - Additional Information
LEASES - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Leases [Abstract] | ||
Expiration period of operating leases (in years) | 5 years | |
Renewal term of operating leases (in years) | 1 year | |
Rental expense for operating leases | $ 7,288 | $ 53,351 |
LEASES - Future Minimum Lease65
LEASES - Future Minimum Lease Payments Under Operating Leases (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2,016 | $ 1,958 |
2,017 | 1,790 |
2,018 | 1,538 |
2,019 | 884 |
2,020 | 202 |
Thereafter | 0 |
Total future minimum lease payments | $ 6,372 |
EARNINGS PER SHARE - Basic and
EARNINGS PER SHARE - Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Net Loss Attributable to the Corporation | ||
Basic loss per share | $ (9,875) | $ (41,753) |
Effect of dilutive securities | 0 | 0 |
Diluted loss per share | $ (9,875) | $ (41,753) |
Shares | ||
Basic loss per share (in shares) | 15,766,764 | 14,697,061 |
Effect of dilutive securities (in shares) | 0 | 0 |
Diluted loss per share (in shares) | 15,766,764 | 14,697,061 |
Basic income per share (in usd per share) | $ (0.63) | $ (2.84) |
Diluted income per share (in usd per share) | $ (0.63) | $ (2.84) |
EARNINGS PER SHARE - Additional
EARNINGS PER SHARE - Additional Information (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Restricted Stock Units (RSUs) | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the calculation of diluted earnings per share (in shares) | 217,411 | |
Employee Stock Option | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the calculation of diluted earnings per share (in shares) | 241,642 | |
Average per share price (in usd per share) | $ 4.12 | |
Warrants to Purchase Common Stock | Warrant | ||
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 | 581,807 |
Exercise price of warrants (in usd per share) | $ 12 |
INCOME TAXES - Income Before In
INCOME TAXES - Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
(Loss) income before income taxes | $ (2,749) | $ (25,519) |
U.S. | ||
(Loss) income before income taxes | 15,263 | (50,154) |
Foreign | ||
(Loss) income before income taxes | $ (18,012) | $ 24,635 |
INCOME TAXES - Provision for In
INCOME TAXES - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Current income tax expense: | ||
U.S. – federal and state | $ 242 | $ 307 |
Foreign | 3,923 | 13,714 |
Total current income tax expense | 4,165 | 14,021 |
Deferred income tax benefit: | ||
U.S. – federal and state | 0 | 0 |
Foreign | (1,472) | (1,145) |
Total deferred income tax benefit | (1,472) | (1,145) |
Total provision for income taxes | $ 2,693 | $ 12,876 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Provision for Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Expected income tax benefit at 35% | $ (962) | $ (8,932) |
Effects of expenses not deductible for tax purposes | 2,850 | 1,431 |
Tax effect of valuation allowance on deferred tax assets | 414 | 18,725 |
Effects of differences between U.S. and foreign tax rates, net of federal benefit | (917) | 1,652 |
Foreign withholding and AMT | 1,501 | 0 |
Other adjustments | (193) | 0 |
Total provision for income taxes | $ 2,693 | $ 12,876 |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities Noncurrent (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Noncurrent deferred tax asset, net | $ 3,756 | $ 2,229 |
Noncurrent deferred tax liability, net | (55) | 0 |
Net deferred tax asset | $ 3,701 | $ 2,229 |
INCOME TAXES - Tax Effects of T
INCOME TAXES - Tax Effects of Temporary Differences (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Deferred charges | $ 1,316 | $ 1,191 |
Stock compensation expense | 98 | 0 |
Other accruals | 2,427 | 1,774 |
Research and development credits | 2,406 | 2,406 |
Capital lease obligation | 134 | 124 |
Foreign tax credit and AMT credit carry forwards | 13,188 | 12,538 |
Financing costs | 1,974 | 0 |
Unrealized loss on foreign currency transactions | 914 | 507 |
Property and equipment | 0 | 1,981 |
Net operating loss carry forwards | 14,093 | 13,749 |
Total deferred tax assets | 36,550 | 34,270 |
Less: valuation allowance | (26,137) | (25,723) |
Total deferred tax assets, net | 10,413 | 8,547 |
Deferred tax liabilities: | ||
Other receivables | 0 | (329) |
Property and equipment | (6,372) | (5,416) |
Deferred contract costs | 0 | (258) |
Intangible assets | (340) | (315) |
Total deferred tax liabilities | (6,712) | (6,318) |
Net deferred tax asset | $ 3,701 | $ 2,229 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets, valuation allowance | $ 26,137,000 | $ 25,723,000 |
Effects of differences between U.S. and foreign tax rates, net of federal benefit | (917,000) | 1,652,000 |
Accrued interest and penalties | 0 | 51,000 |
Interest and penalties recognized as expense | 135,000 | 83,000 |
Net operating loss carryforwards | 42,818,000 | 40,889,000 |
United States, Canada, Malaysia and Brazil | ||
Operating Loss Carryforwards [Line Items] | ||
Effects of differences between U.S. and foreign tax rates, net of federal benefit | 414,000 | 18,725,000 |
United States | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 17,752,000 | $ 25,462,000 |
INCOME TAXES - Net Operating Lo
INCOME TAXES - Net Operating Loss Carryforwards (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 42,818 | $ 40,889 |
United States | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 17,752 | 25,462 |
Canada | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 5,408 | 2,750 |
Malaysia | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 5,726 | 5,412 |
Brazil | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 6,894 | 2,595 |
Others | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 7,038 | $ 4,670 |
INCOME TAXES - Foreign Tax Cred
INCOME TAXES - Foreign Tax Credits Carryforwards (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Tax Credit Carryforward [Line Items] | ||
Foreign tax credits carryforwards | $ 12,601 | $ 12,516 |
United States | ||
Tax Credit Carryforward [Line Items] | ||
Foreign tax credits carryforwards | 11,604 | 11,519 |
Canada | ||
Tax Credit Carryforward [Line Items] | ||
Foreign tax credits carryforwards | 641 | 641 |
United Kingdom | ||
Tax Credit Carryforward [Line Items] | ||
Foreign tax credits carryforwards | $ 356 | $ 356 |
INCOME TAXES - Net Deferred Tax
INCOME TAXES - Net Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Tax Credit Carryforward [Line Items] | ||
Net deferred tax assets (liabilities) | $ 3,701 | $ 2,229 |
Bolivia | ||
Tax Credit Carryforward [Line Items] | ||
Net deferred tax assets (liabilities) | 1,467 | 0 |
Canada | ||
Tax Credit Carryforward [Line Items] | ||
Net deferred tax assets (liabilities) | 0 | 337 |
Colombia | ||
Tax Credit Carryforward [Line Items] | ||
Net deferred tax assets (liabilities) | 1,735 | 208 |
Malaysia | ||
Tax Credit Carryforward [Line Items] | ||
Net deferred tax assets (liabilities) | (55) | 429 |
Peru | ||
Tax Credit Carryforward [Line Items] | ||
Net deferred tax assets (liabilities) | 554 | 792 |
Others | ||
Tax Credit Carryforward [Line Items] | ||
Net deferred tax assets (liabilities) | $ 0 | $ 463 |
WARRANTS (Details)
WARRANTS (Details) $ / shares in Units, $ in Thousands | Feb. 14, 2014USD ($)shares | Feb. 07, 2014shares | Oct. 10, 2013USD ($)$ / sharesshares | Mar. 26, 2012$ / shares | Jun. 27, 2011shares | Jun. 24, 2011shares | Feb. 28, 2011$ / sharesshares | Dec. 31, 2013shares | Dec. 31, 2015$ / sharesshares | Dec. 31, 2014$ / sharesshares | Jan. 08, 2014shares | Jan. 07, 2014shares | Jun. 30, 2013$ / shares | Dec. 31, 2012class_warrant |
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Number of warrants outstanding (in shares) | 581,807 | 581,807 | ||||||||||||
Converted instrument, options issued (in shares) | 1,000,000 | |||||||||||||
Conversion price | $ / shares | $ 12 | |||||||||||||
Proceeds from warrant exercises | $ | $ 52 | |||||||||||||
Warrant exchange | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Number of warrants outstanding (in shares) | 15,000,000 | |||||||||||||
Warrant expiration date | Feb. 7, 2014 | |||||||||||||
Number of warrants exchanged (in shares) | 14,418,193 | |||||||||||||
Shares issued (in shares) | 1,441,813 | |||||||||||||
Notes Payable | Directors | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Number of securities called by warrants (in shares) | 100,000 | |||||||||||||
Exercise price of warrants (in usd per share) | $ / shares | $ 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 | |||||||||||||
Minimum | Merger agreement | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Exercise price of warrants (in usd per share) | $ / shares | $ 7.50 | |||||||||||||
Redemption price of warrants (in usd per share) | $ / shares | 12.50 | |||||||||||||
Maximum | Merger agreement | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Exercise price of warrants (in usd per share) | $ / shares | 12 | |||||||||||||
Redemption price of warrants (in usd per share) | $ / shares | $ 15 | |||||||||||||
Trio Merger Corp. | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Number of securities called by warrants (in shares) | 14,000,000 | |||||||||||||
Exercise price of warrants (in usd per share) | $ / shares | $ 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 | |||||||||||||
Redemption price of warrants (in usd per share) | $ / shares | $ 0.01 | |||||||||||||
Number of trading days | 20 days | |||||||||||||
Consecutive trading day period | 30 days | |||||||||||||
Number of warrants outstanding (in shares) | 581,807 | |||||||||||||
Trio Merger Corp. | Maximum | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Share price (in usd per share) | $ / shares | $ 12.50 | |||||||||||||
Former SAE | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Exercise price of warrants (in usd per share) | $ / shares | $ 0.01 | |||||||||||||
Number of classes of liability warrants | class_warrant | 2 | |||||||||||||
Liability warrants, convertible common stock percentage | 2.00% | |||||||||||||
Former SAE | Remaining warrants | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 25,890 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - $ / shares | Mar. 07, 2014 | Jun. 24, 2013 | Dec. 31, 2015 | Dec. 31, 2014 |
Class of Stock [Line Items] | ||||
Preferred stock, authorized shares (in shares) | 1,000,000 | 1,000,000 | ||
Preferred Stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares issued | 0 | |||
Preferred stock, outstanding shares (in shares) | 0 | 0 | ||
Common stock, authorized shares (in shares) | 55,000,000 | 55,000,000 | ||
Common Stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common Stock, outstanding shares (in shares) | 17,451,353 | 14,922,497 | ||
Common stock, shares issued (in shares) | 17,451,353 | 14,922,497 | ||
Consideration issued (in shares) | 254,558 | |||
Merger agreement | ||||
Class of Stock [Line Items] | ||||
Number of common stock shares deposited in escrow (in shares) | 545,635 | 272,817 | ||
Common stock, shares in escrow, period after 2015 10-K filed (in days) | 30 days |
SHARE-BASED COMPENSATION Non-Em
SHARE-BASED COMPENSATION Non-Employee Director Share Incentive Plan (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted, weighted average grant date fair value (usd per share) | $ 1.49 | |
Non-Employee Director Plan 2013 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized (in shares) | 400,000 | |
Number of shares remaining for issuance (in shares) | 238,300 | |
Restricted shares | Non-Employee Director Plan 2013 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares vested (in shares) | 83,680 | 51,948 |
Share-based compensation expense | $ 200 | $ 200 |
Granted, weighted average grant date fair value (usd per share) | $ 2.39 | $ 3.85 |
Number of shares issued (in shares) | 51,948 |
SHARE-BASED COMPENSATION 2013 L
SHARE-BASED COMPENSATION 2013 Long-Term Incentive Compensation Plan (Details) - $ / shares | Jun. 29, 2015 | Dec. 31, 2015 | Jun. 21, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted in period (in shares) | 241,642 | ||
Granted (usd per share) | $ 4.12 | ||
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock granted in period (in shares) | 326,117 | ||
2013 Long-Term Incentive Compensation Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized (in shares) | 792,513 | ||
Options granted in period (in shares) | 241,642 | ||
Granted (usd per share) | $ 4.12 | ||
Number of shares remaining for issuance (in shares) | 224,754 | ||
2013 Long-Term Incentive Compensation Plan | After ninety days | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage period | 90 days | ||
Share-based compensation, number of shares remaining for issuance (in shares) | 33.33% | ||
2013 Long-Term Incentive Compensation Plan | After one year | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage period | 1 year | ||
Share-based compensation, number of shares remaining for issuance (in shares) | 33.33% | ||
2013 Long-Term Incentive Compensation Plan | After two years | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage period | 2 years | ||
Share-based compensation, number of shares remaining for issuance (in shares) | 33.33% | ||
2013 Long-Term Incentive Compensation Plan | Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized (in shares) | 396,256 | ||
Restricted stock granted in period (in shares) | 326,117 | ||
Number of shares remaining for issuance (in shares) | 70,139 |
SHARE-BASED COMPENSATION Shared
SHARE-BASED COMPENSATION Shared-based Compensation Expense (Details) - Stock Option and Restricted Stock Units - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total share-based compensation expense | $ 1,061 | $ 200 |
Income tax benefit | (371) | (70) |
Increase in net loss | $ 690 | $ 130 |
Increase in net loss per share: Basic (usd per share) | $ 0.04 | $ 0.01 |
Increase in net loss per share: Diluted (usd per share) | $ 0.04 | $ 0.01 |
Cost of services | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total share-based compensation expense | $ 0 | $ 0 |
Selling, general and administrative expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total share-based compensation expense | $ 1,061 | $ 200 |
SHARE-BASED COMPENSATION Stock
SHARE-BASED COMPENSATION Stock Options (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Number of shares | ||
Outstanding at beginning of period (in shares) | 0 | |
Granted (in shares) | 241,642 | |
Exercised (in shares) | 0 | |
Forfeited (in shares) | 0 | |
Expired (in shares) | 0 | |
Outstanding at end of period (in shares) | 241,642 | 0 |
Exercisable at end of period (in shares) | 80,548 | |
Weighted Average Exercise Price | ||
Outstanding at the beginning of period (usd per share) | $ 0 | |
Granted (usd per share) | 4.12 | |
Exercised (usd per share) | 0 | |
Forfeited (usd per share) | 0 | |
Expired (usd per share) | 0 | |
Outstanding at the end of period (usd per share) | 4.12 | $ 0 |
Exercisable, weighted average exercise price (usd per share) | 4.12 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Granted, weighted average grant date fair value (usd per share) | $ 1.49 | |
Outstanding, weighted average remaining contractual term (in years) | 9 years 6 months | |
Exercisable, weighted average remaining contractual term (in years) | 9 years 6 months | |
Outstanding. aggregate intrinsic value, beginning of period (usd per share) | $ 0 | |
Outstanding. aggregate intrinsic value, end of period (usd per share) | 0 | $ 0 |
Excersible, aggregate intrinsic value (usd per share) | $ 0 | |
Employee stock option | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ||
Expected volatility | 52.30% | |
Expected lives (in years) | 5 years 6 months | |
Risk-free interest rate | 1.80% | |
Expected dividend yield (as a percentage) | 0.00% | |
Total grant date fair value of stocks options granted in period | $ 359,000 | |
Total grant date fair value of stocks options vested in period | $ 120 | |
Unrecognized compensation expense of unvested stock options awards | $ 149,000 | |
Weighted average vesting period (in years) | 1 year 6 months |
SHARE-BASED COMPENSATION Restri
SHARE-BASED COMPENSATION Restricted Stocks Units (Details) - Restricted Stock Units (RSUs) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Number of shares | |
Nonvested at beginning of period (in shares) | shares | 0 |
Granted (in shares) | shares | 326,117 |
Vested (in shares) | shares | (108,703) |
Forfeited (in shares) | shares | 0 |
Nonvested at end of period (in shares) | shares | 217,414 |
Weighted Average Grant Date Fair Value | |
Nonvested at beginning of period (usd per share) | $ / shares | $ 0 |
Granted (usd per share) | $ / shares | 3.40 |
Vested (usd per share) | $ / shares | 3.40 |
Forfeited (usd per share) | $ / shares | 0 |
Nonvested at end of period (usd per share) | $ / shares | $ 3.40 |
Total grant date fair value of options exercised in period | $ | $ 1,109 |
Total grant date fair value of stocks options vested in period | $ | 310 |
Unrecognizd compensation expense for unvested restricted stock units awards | $ | $ 459 |
Weighted average vesting period (in years) | 1 year 6 months |
NONCONTROLLING INTEREST (Detail
NONCONTROLLING INTEREST (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Joint Venture | |
Schedule of Equity Method Investments [Line Items] | |
Term of joint venture agreement (in years) | 5 years |
Equity method investment, ownership held (percentage) | 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 (percentage) | 51.00% |
EMPLOYEE BENEFITS (Details)
EMPLOYEE BENEFITS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Retirement Registered Saving Plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employer contributions | $ 153 | $ 327 |
401(k) Plan | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employer contributions | $ 112 | $ 169 |
GEOGRAPHIC AND RELATED INFORM86
GEOGRAPHIC AND RELATED INFORMATION - Revenues and Identifiable Assets by Geographic Areas (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from Services | $ 228,137 | $ 386,820 |
Identifiable Assets | 69,316 | 86,949 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from Services | 162,066 | 107,515 |
Identifiable Assets | 54,664 | 68,118 |
Canada | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from Services | 11,350 | 20,289 |
Identifiable Assets | 4,050 | 5,722 |
North America | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from Services | 173,416 | 127,804 |
Identifiable Assets | 58,714 | 73,840 |
Peru | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from Services | 15,218 | 117,829 |
Identifiable Assets | 1,878 | 3,448 |
Colombia | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from Services | 7,065 | 68,415 |
Identifiable Assets | 3,970 | 7,877 |
Bolivia | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from Services | 2,822 | 60,080 |
Identifiable Assets | 1,051 | 558 |
Other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from Services | 2,147 | 11,942 |
Identifiable Assets | 2,390 | 134 |
South America | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from Services | 27,252 | 258,266 |
Identifiable Assets | 9,289 | 12,017 |
Malaysia | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from Services | 27,469 | 350 |
Identifiable Assets | 1,300 | 1,071 |
Southeast Asia Other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from Services | 0 | 400 |
Identifiable Assets | 13 | 21 |
Southeast Asia | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from Services | 27,469 | 750 |
Identifiable Assets | 1,313 | 1,092 |
Excluding United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from Services | 66,071 | 279,305 |
Identifiable Assets | $ 14,652 | $ 18,831 |
GEOGRAPHIC AND RELATED INFORM87
GEOGRAPHIC AND RELATED INFORMATION - Revenues and Accounts Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Customer A | ||
Revenue, Major Customer [Line Items] | ||
Revenues from Services, Amount | $ 83,851 | |
Revenues from Services, % of Consolidated | 37.00% | |
Accounts Receivable, Net, Amount | $ 50,407 | |
Accounts Receivable, Net, % of Consolidated | 74.00% | |
Customer B | ||
Revenue, Major Customer [Line Items] | ||
Revenues from Services, Amount | $ 40,050 | |
Revenues from Services, % of Consolidated | 18.00% | |
Customer C | ||
Revenue, Major Customer [Line Items] | ||
Revenues from Services, Amount | $ 27,469 | |
Revenues from Services, % of Consolidated | 12.00% | |
Customer D | ||
Revenue, Major Customer [Line Items] | ||
Revenues from Services, Amount | $ 23,400 | |
Revenues from Services, % of Consolidated | 10.00% | |
Customer E | ||
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 F | ||
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 G | ||
Revenue, Major Customer [Line Items] | ||
Accounts Receivable, Net, Amount | $ 9,465 | |
Accounts Receivable, Net, % of Consolidated | 13.00% | |
Customer H | ||
Revenue, Major Customer [Line Items] | ||
Accounts Receivable, Net, Amount | $ 7,360 | |
Accounts Receivable, Net, % of Consolidated | 10.00% |
FINANCIAL INSTRUMENTS - Financi
FINANCIAL INSTRUMENTS - Financial Instruments Measured at Fair Value on a Recurring Basis (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Note payable to related parties – Former SAE common stockholders: | |
Beginning balance | $ 12,406 |
Realized loss | 5,094 |
Repayment of notes | (17,500) |
Ending balance | 0 |
Significant Unobservable Inputs (Level 3) | |
Note payable to related parties – Former SAE common stockholders: | |
Beginning balance | 12,406 |
Realized loss | 5,094 |
Repayment of notes | (17,500) |
Ending balance | $ 0 |
FINANCIAL INSTRUMENTS - Additio
FINANCIAL INSTRUMENTS - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2013 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Unrealized loss | $ 631 | |
Unrealized loss reported under change in fair value | $ 5,094 | |
Senior secured notes | Investor | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Carrying value of notes payable | 140,000 | |
Estimated fair value of notes payable | $ 93,842 |
RELATED PARTY TRANSACTIONS - Ad
RELATED PARTY TRANSACTIONS - Additional Information (Details) $ in Thousands | Jul. 02, 2014USD ($) | Jun. 24, 2013USD ($)registration_right | Jun. 23, 2013USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jun. 24, 2014registration_right | Jan. 08, 2014shares | Dec. 31, 2013USD ($) | Jun. 20, 2011registration_right |
Related Party Transaction [Line Items] | |||||||||
Dividends accrued and paid | $ 1,072 | ||||||||
Convertible promissory notes | $ 6,602 | $ 0 | |||||||
Former SAE Common Stockholders | CLCH | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of registration rights | registration_right | 1 | ||||||||
Former SAE Common Stockholders | CLCH | Notes Payable | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt, principal amount | $ 17,500 | ||||||||
Former SAE Common Stockholders | Promissory note | CLCH | |||||||||
Related Party Transaction [Line Items] | |||||||||
Principal and interest payment | $ 9,873 | ||||||||
Former SAE Common Stockholders | Promissory note | Seismic | |||||||||
Related Party Transaction [Line Items] | |||||||||
Principal and interest payment | 3,581 | ||||||||
Former SAE Common Stockholders | Merger agreement | CLCH | |||||||||
Related Party Transaction [Line Items] | |||||||||
Preferred stock, dividends | 5,000 | ||||||||
Former SAE Common Stockholders | Merger agreement | CLCH | Notes Payable | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt, principal amount | $ 17,500 | ||||||||
Chief Financial Officer | Promissory note | Brent Whiteley | |||||||||
Related Party Transaction [Line Items] | |||||||||
Principal and interest payment | 853 | ||||||||
Executive Vice President-Operations | Promissory note | Mike Scott | |||||||||
Related Party Transaction [Line Items] | |||||||||
Principal and interest payment | 127 | ||||||||
Executive Vice President-Marine | Promissory note | Darrin Silvernagle | |||||||||
Related Party Transaction [Line Items] | |||||||||
Principal and interest payment | $ 93 | ||||||||
Initial Stockholders | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of registration rights | registration_right | 2 | ||||||||
Directors | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of registration rights | registration_right | 3 | ||||||||
Directors | Notes Payable | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of securities called by warrants (in shares) | shares | 100,000 | ||||||||
Directors | Notes Payable | Warrant exchange | |||||||||
Related Party Transaction [Line Items] | |||||||||
Warrants authorized (in shares) | shares | 1,000,000 | ||||||||
Directors | Eric S. Rosenfeld | Notes Payable | |||||||||
Related Party Transaction [Line Items] | |||||||||
Convertible promissory notes | $ 300 | ||||||||
Directors | David D. Sgro | Notes Payable | |||||||||
Related Party Transaction [Line Items] | |||||||||
Convertible promissory notes | $ 200 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Disputed fees | $ 657 |
CONDENSED CONSOLIDATING FINAN92
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Additional Information (Details) - USD ($) | Jul. 31, 2014 | Jul. 02, 2014 |
Senior secured notes | Notes | ||
Condensed Financial Statements, Captions [Line Items] | ||
Debt, face amount | $ 150,000,000 | |
United States | The Guarantors | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% | |
Bolivia, Colombia and Peru | Other Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
Ownership percentage | 100.00% |
CONDENSED CONSOLIDATING FINAN93
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | |||
Cash and cash equivalents | $ 11,300 | $ 12,322 | $ 17,351 |
Restricted cash | 518 | 723 | |
Accounts receivable, net | 67,882 | 73,584 | |
Deferred costs on contracts | 5,135 | 4,631 | |
Prepaid expenses | 887 | 17,037 | |
Total current assets | 85,722 | 108,297 | |
Property and equipment, net | 61,828 | 77,096 | |
Investment in subsidiaries | 0 | 0 | |
Intercompany receivables | 0 | 0 | |
Intangible assets, net | 789 | 1,050 | |
Goodwill | 1,658 | 1,977 | 2,150 |
Deferred loan issuance costs, net | 4,891 | 6,826 | 9,115 |
Deferred income tax assets | 3,756 | 2,229 | |
Other assets | 150 | 0 | |
Total assets | 158,794 | 197,475 | |
Current liabilities: | |||
Accounts payable | 16,575 | 34,255 | |
Accrued liabilities | 17,818 | 19,554 | |
Income and other taxes payable | 2,586 | 20,261 | |
Equipment note payable | 1,654 | ||
Borrowings under revolving credit facility | 7,899 | 0 | |
Current portion of capital leases | 115 | 460 | |
Current portion of capital leases | 460 | ||
Deferred revenue | 3,903 | 187 | |
Total current liabilities | 48,896 | 76,371 | |
Senior secured notes payable | 140,000 | ||
Senior secured notes | 150,000 | ||
Long-term portion of capital leases | 55 | 185 | |
Intercompany payables | 0 | 0 | |
Deferred income tax liabilities | 55 | 0 | |
Total liabilities | 189,006 | 226,556 | |
Stockholders’ deficit: | |||
Common stock | 2 | 2 | |
Additional paid-in capital | 35,763 | 28,185 | |
Retained earnings (accumulated deficit) | (66,139) | (56,264) | |
Accumulated other comprehensive loss | (4,271) | (4,362) | |
Total stockholders’ deficit attributable to the Corporation | (34,645) | (32,439) | |
Noncontrolling interest | 4,433 | 3,358 | |
Total stockholders’ deficit | (30,212) | (29,081) | 10,938 |
Total liabilities and stockholders’ deficit | 158,794 | 197,475 | |
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 | 0 | 0 | |
Total current assets | 0 | 0 | |
Property and equipment, net | 0 | 0 | |
Investment in subsidiaries | (51,230) | (69,268) | |
Intercompany receivables | (115,691) | (126,466) | |
Intangible assets, net | 0 | 0 | |
Goodwill | 0 | 0 | |
Deferred loan issuance costs, net | 0 | 0 | |
Deferred income tax assets | 0 | 0 | |
Other assets | 0 | ||
Total assets | (166,921) | (195,734) | |
Current liabilities: | |||
Accounts payable | 0 | 0 | |
Accrued liabilities | 0 | 0 | |
Income and other taxes payable | 0 | 0 | |
Equipment note payable | 0 | ||
Borrowings under revolving credit facility | 0 | ||
Current portion of capital leases | 0 | ||
Current portion of capital leases | 0 | ||
Deferred revenue | 0 | 0 | |
Total current liabilities | 0 | 0 | |
Senior secured notes payable | 0 | ||
Senior secured notes | 0 | ||
Long-term portion of capital leases | 0 | 0 | |
Intercompany payables | (115,691) | (126,466) | |
Deferred income tax liabilities | 0 | ||
Total liabilities | (115,691) | (126,466) | |
Stockholders’ deficit: | |||
Common stock | 0 | 0 | |
Additional paid-in capital | (66,569) | (61,354) | |
Retained earnings (accumulated deficit) | 15,339 | (7,914) | |
Accumulated other comprehensive loss | 0 | 0 | |
Total stockholders’ deficit attributable to the Corporation | (51,230) | (69,268) | |
Noncontrolling interest | 0 | 0 | |
Total stockholders’ deficit | (51,230) | (69,268) | |
Total liabilities and stockholders’ deficit | (166,921) | (195,734) | |
SAExploration Holdings, Inc. | |||
Current assets: | |||
Cash and cash equivalents | 0 | 0 | 0 |
Restricted cash | 0 | 0 | |
Accounts receivable, net | 0 | 70 | |
Deferred costs on contracts | 0 | 0 | |
Prepaid expenses | 26 | 31 | |
Total current assets | 26 | 101 | |
Property and equipment, net | 0 | 0 | |
Investment in subsidiaries | (15,022) | (14,245) | |
Intercompany receivables | 115,691 | 126,466 | |
Intangible assets, net | 0 | 0 | |
Goodwill | 0 | 0 | |
Deferred loan issuance costs, net | 4,370 | 6,022 | |
Deferred income tax assets | 0 | 15 | |
Other assets | 0 | ||
Total assets | 105,065 | 118,359 | |
Current liabilities: | |||
Accounts payable | 0 | 0 | |
Accrued liabilities | 6,495 | 7,519 | |
Income and other taxes payable | 13 | 0 | |
Equipment note payable | 0 | ||
Borrowings under revolving credit facility | 0 | ||
Current portion of capital leases | 0 | ||
Current portion of capital leases | 0 | ||
Deferred revenue | 0 | 0 | |
Total current liabilities | 6,508 | 7,519 | |
Senior secured notes payable | 140,000 | ||
Senior secured notes | 150,000 | ||
Long-term portion of capital leases | 0 | 0 | |
Intercompany payables | 0 | 0 | |
Deferred income tax liabilities | 0 | ||
Total liabilities | 146,508 | 157,519 | |
Stockholders’ deficit: | |||
Common stock | 2 | 2 | |
Additional paid-in capital | 35,763 | 28,185 | |
Retained earnings (accumulated deficit) | (77,208) | (67,347) | |
Accumulated other comprehensive loss | 0 | 0 | |
Total stockholders’ deficit attributable to the Corporation | (41,443) | (39,160) | |
Noncontrolling interest | 0 | 0 | |
Total stockholders’ deficit | (41,443) | (39,160) | |
Total liabilities and stockholders’ deficit | 105,065 | 118,359 | |
The Guarantors | |||
Current assets: | |||
Cash and cash equivalents | 8,025 | 7,289 | 3,389 |
Restricted cash | 0 | 0 | |
Accounts receivable, net | 51,198 | 1,871 | |
Deferred costs on contracts | 390 | 3,626 | |
Prepaid expenses | 181 | 536 | |
Total current assets | 59,794 | 13,322 | |
Property and equipment, net | 49,623 | 61,292 | |
Investment in subsidiaries | 58,752 | 80,003 | |
Intercompany receivables | 0 | 0 | |
Intangible assets, net | 0 | 0 | |
Goodwill | 0 | 0 | |
Deferred loan issuance costs, net | 521 | 804 | |
Deferred income tax assets | 0 | 626 | |
Other assets | 150 | ||
Total assets | 168,840 | 156,047 | |
Current liabilities: | |||
Accounts payable | 7,253 | 9,429 | |
Accrued liabilities | 7,336 | 2,592 | |
Income and other taxes payable | 376 | 42 | |
Equipment note payable | 1,654 | ||
Borrowings under revolving credit facility | 7,899 | ||
Current portion of capital leases | 57 | ||
Current portion of capital leases | 49 | ||
Deferred revenue | 0 | 0 | |
Total current liabilities | 22,921 | 13,766 | |
Senior secured notes payable | 0 | ||
Senior secured notes | 0 | ||
Long-term portion of capital leases | 39 | 96 | |
Intercompany payables | 69,417 | 66,006 | |
Deferred income tax liabilities | 0 | ||
Total liabilities | 92,377 | 79,868 | |
Stockholders’ deficit: | |||
Common stock | 0 | 0 | |
Additional paid-in capital | 43,861 | 43,861 | |
Retained earnings (accumulated deficit) | 28,169 | 28,960 | |
Accumulated other comprehensive loss | 0 | 0 | |
Total stockholders’ deficit attributable to the Corporation | 72,030 | 72,821 | |
Noncontrolling interest | 4,433 | 3,358 | |
Total stockholders’ deficit | 76,463 | 76,179 | |
Total liabilities and stockholders’ deficit | 168,840 | 156,047 | |
Other Subsidiaries | |||
Current assets: | |||
Cash and cash equivalents | 3,275 | 5,033 | $ 13,962 |
Restricted cash | 518 | 723 | |
Accounts receivable, net | 16,684 | 71,643 | |
Deferred costs on contracts | 4,745 | 1,005 | |
Prepaid expenses | 680 | 16,470 | |
Total current assets | 25,902 | 94,874 | |
Property and equipment, net | 12,205 | 15,804 | |
Investment in subsidiaries | 7,500 | 3,510 | |
Intercompany receivables | 0 | 0 | |
Intangible assets, net | 789 | 1,050 | |
Goodwill | 1,658 | 1,977 | |
Deferred loan issuance costs, net | 0 | 0 | |
Deferred income tax assets | 3,756 | 1,588 | |
Other assets | 0 | ||
Total assets | 51,810 | 118,803 | |
Current liabilities: | |||
Accounts payable | 9,322 | 24,826 | |
Accrued liabilities | 3,987 | 9,443 | |
Income and other taxes payable | 2,197 | 20,219 | |
Equipment note payable | 0 | ||
Borrowings under revolving credit facility | 0 | ||
Current portion of capital leases | 58 | ||
Current portion of capital leases | 411 | ||
Deferred revenue | 3,903 | 187 | |
Total current liabilities | 19,467 | 55,086 | |
Senior secured notes payable | 0 | ||
Senior secured notes | 0 | ||
Long-term portion of capital leases | 16 | 89 | |
Intercompany payables | 46,274 | 60,460 | |
Deferred income tax liabilities | 55 | ||
Total liabilities | 65,812 | 115,635 | |
Stockholders’ deficit: | |||
Common stock | 0 | 0 | |
Additional paid-in capital | 22,708 | 17,493 | |
Retained earnings (accumulated deficit) | (32,439) | (9,963) | |
Accumulated other comprehensive loss | (4,271) | (4,362) | |
Total stockholders’ deficit attributable to the Corporation | (14,002) | 3,168 | |
Noncontrolling interest | 0 | 0 | |
Total stockholders’ deficit | (14,002) | 3,168 | |
Total liabilities and stockholders’ deficit | $ 51,810 | $ 118,803 |
CONDENSED CONSOLIDATING FINAN94
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Income Statement (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement | ||
Revenue from services | $ 228,137 | $ 386,820 |
Cost of services | 177,374 | 330,610 |
Gross profit | 50,763 | 56,210 |
Selling, general and administrative expenses | 35,174 | 39,543 |
Income from operations | 15,589 | 16,667 |
Other expense, net | (18,338) | (42,186) |
Equity in income (losses) of investments | 0 | 0 |
Loss before income taxes | (2,749) | (25,519) |
Provision for income taxes | 2,693 | 12,876 |
Net loss | (5,442) | (38,395) |
Less: net income attributable to noncontrolling interest | 4,433 | 3,358 |
Net loss attributable to Corporation | (9,875) | (41,753) |
Comprehensive net income (loss) | (5,351) | (40,674) |
Comprehensive income (loss) attributable to the Corporation | (9,784) | (44,032) |
Consolidating Adjustments | ||
Income Statement | ||
Revenue from services | 0 | 0 |
Cost of services | 0 | (519) |
Gross profit | 0 | 519 |
Selling, general and administrative expenses | 0 | 0 |
Income from operations | 0 | 519 |
Other expense, net | 0 | (519) |
Equity in income (losses) of investments | 19,453 | 30,088 |
Loss before income taxes | 19,453 | 30,088 |
Provision for income taxes | 0 | 0 |
Net loss | 19,453 | 30,088 |
Less: net income attributable to noncontrolling interest | 0 | 0 |
Net loss attributable to Corporation | 19,453 | 30,088 |
Comprehensive net income (loss) | 19,453 | 30,088 |
Comprehensive income (loss) attributable to the Corporation | 19,453 | 30,088 |
SAExploration Holdings, Inc. | ||
Income Statement | ||
Revenue from services | 0 | 0 |
Cost of services | 0 | 0 |
Gross profit | 0 | 0 |
Selling, general and administrative expenses | 1,545 | 418 |
Income from operations | (1,545) | (418) |
Other expense, net | (7,535) | (11,230) |
Equity in income (losses) of investments | (777) | (30,105) |
Loss before income taxes | (9,857) | (41,753) |
Provision for income taxes | 18 | 0 |
Net loss | (9,875) | (41,753) |
Less: net income attributable to noncontrolling interest | 0 | 0 |
Net loss attributable to Corporation | (9,875) | (41,753) |
Comprehensive net income (loss) | (9,875) | (41,753) |
Comprehensive income (loss) attributable to the Corporation | (9,875) | (41,753) |
The Guarantors | ||
Income Statement | ||
Revenue from services | 162,067 | 107,514 |
Cost of services | 118,845 | 95,462 |
Gross profit | 43,222 | 12,052 |
Selling, general and administrative expenses | 14,485 | 10,504 |
Income from operations | 28,737 | 1,548 |
Other expense, net | (4,394) | (24,710) |
Equity in income (losses) of investments | (18,676) | 17 |
Loss before income taxes | 5,667 | (23,145) |
Provision for income taxes | 2,011 | 3,602 |
Net loss | 3,656 | (26,747) |
Less: net income attributable to noncontrolling interest | 4,433 | 3,358 |
Net loss attributable to Corporation | (777) | (30,105) |
Comprehensive net income (loss) | 3,656 | (26,747) |
Comprehensive income (loss) attributable to the Corporation | (777) | (30,105) |
Other Subsidiaries | ||
Income Statement | ||
Revenue from services | 66,070 | 279,306 |
Cost of services | 58,529 | 235,667 |
Gross profit | 7,541 | 43,639 |
Selling, general and administrative expenses | 19,144 | 28,621 |
Income from operations | (11,603) | 15,018 |
Other expense, net | (6,409) | (5,727) |
Equity in income (losses) of investments | 0 | 0 |
Loss before income taxes | (18,012) | 9,291 |
Provision for income taxes | 664 | 9,274 |
Net loss | (18,676) | 17 |
Less: net income attributable to noncontrolling interest | 0 | 0 |
Net loss attributable to Corporation | (18,676) | 17 |
Comprehensive net income (loss) | (18,585) | (2,262) |
Comprehensive income (loss) attributable to the Corporation | $ (18,585) | $ (2,262) |
CONDENSED CONSOLIDATING FINAN95
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statement of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities: | ||
Net cash provided by (used in) operating activities | $ 3,098 | $ (19,901) |
Investing activities: | ||
Purchase of property and equipment | (6,443) | (28,203) |
Capital contribution to affiliate | 0 | 0 |
Proceeds from sale of property and equipment | 166 | 119 |
Net cash used in investing activities | (6,277) | (28,084) |
Financing activities: | ||
Proceeds from issuance of senior secured notes | 150,000 | |
Repayment of notes payable | (1,654) | (99,659) |
Revolving credit facility borrowings | 37,687 | 0 |
Repayments of Lines of Credit | 29,788 | 0 |
Payment of loan issuance costs | 0 | (7,543) |
Repayments of capital lease obligations | (475) | (493) |
Distribution to noncontrolling interest | (3,358) | (45) |
Intercompany lending | 0 | 0 |
Capital contribution from affiliate | 0 | 0 |
Dividend payments on Former SAE preferred shares | 0 | (1,072) |
Dividend payments to affiliate | 0 | 0 |
Net cash provided by financing activities | 2,412 | 41,188 |
Effect of exchange rate changes on cash and cash equivalents | (255) | 1,768 |
Net change in cash and cash equivalents | (1,022) | (5,029) |
Cash and cash equivalents at the beginning of year | 12,322 | 17,351 |
Cash and cash equivalents at the end of year | 11,300 | 12,322 |
Consolidating Adjustments | ||
Operating activities: | ||
Net cash provided by (used in) operating activities | (3,800) | (13,221) |
Investing activities: | ||
Purchase of property and equipment | 0 | 0 |
Capital contribution to affiliate | 5,215 | (1,738) |
Proceeds from sale of property and equipment | 0 | 0 |
Net cash used in investing activities | 5,215 | (1,738) |
Financing activities: | ||
Proceeds from issuance of senior secured notes | 0 | |
Repayment of notes payable | 0 | 0 |
Revolving credit facility borrowings | 0 | |
Repayments of Lines of Credit | 0 | |
Payment of loan issuance costs | 0 | |
Repayments of capital lease obligations | 0 | 0 |
Distribution to noncontrolling interest | 0 | 0 |
Intercompany lending | 0 | 0 |
Capital contribution from affiliate | (5,215) | 1,738 |
Dividend payments on Former SAE preferred shares | 0 | |
Dividend payments to affiliate | 3,800 | 13,221 |
Net cash provided by financing activities | (1,415) | 14,959 |
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 year | 0 | 0 |
Cash and cash equivalents at the end of year | 0 | 0 |
SAExploration Holdings, Inc. | ||
Operating activities: | ||
Net cash provided by (used in) operating activities | (10,775) | 1,012 |
Investing activities: | ||
Purchase of property and equipment | 0 | 0 |
Capital contribution to affiliate | 0 | 0 |
Proceeds from sale of property and equipment | 0 | 0 |
Net cash used in investing activities | 0 | 0 |
Financing activities: | ||
Proceeds from issuance of senior secured notes | 150,000 | |
Repayment of notes payable | 0 | (17,500) |
Revolving credit facility borrowings | 0 | |
Repayments of Lines of Credit | 0 | |
Payment of loan issuance costs | (6,691) | |
Repayments of capital lease obligations | 0 | 0 |
Distribution to noncontrolling interest | 0 | 0 |
Intercompany lending | 10,775 | (126,821) |
Capital contribution from affiliate | 0 | 0 |
Dividend payments on Former SAE preferred shares | 0 | |
Dividend payments to affiliate | 0 | 0 |
Net cash provided by financing activities | 10,775 | (1,012) |
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 year | 0 | 0 |
Cash and cash equivalents at the end of year | 0 | 0 |
The Guarantors | ||
Operating activities: | ||
Net cash provided by (used in) operating activities | (303) | 6,036 |
Investing activities: | ||
Purchase of property and equipment | (3,985) | (25,177) |
Capital contribution to affiliate | (1,225) | 5,253 |
Proceeds from sale of property and equipment | 0 | 80 |
Net cash used in investing activities | (5,210) | (19,844) |
Financing activities: | ||
Proceeds from issuance of senior secured notes | 0 | |
Repayment of notes payable | (1,654) | (82,159) |
Revolving credit facility borrowings | 37,687 | |
Repayments of Lines of Credit | 29,788 | |
Payment of loan issuance costs | (852) | |
Repayments of capital lease obligations | (49) | (88) |
Distribution to noncontrolling interest | (3,358) | (45) |
Intercompany lending | 3,411 | 101,924 |
Capital contribution from affiliate | 0 | 0 |
Dividend payments on Former SAE preferred shares | (1,072) | |
Dividend payments to affiliate | 0 | 0 |
Net cash provided by financing activities | 6,249 | 17,708 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Net change in cash and cash equivalents | 736 | 3,900 |
Cash and cash equivalents at the beginning of year | 7,289 | 3,389 |
Cash and cash equivalents at the end of year | 8,025 | 7,289 |
Other Subsidiaries | ||
Operating activities: | ||
Net cash provided by (used in) operating activities | 17,976 | (13,728) |
Investing activities: | ||
Purchase of property and equipment | (2,458) | (3,026) |
Capital contribution to affiliate | (3,990) | (3,515) |
Proceeds from sale of property and equipment | 166 | 39 |
Net cash used in investing activities | (6,282) | (6,502) |
Financing activities: | ||
Proceeds from issuance of senior secured notes | 0 | |
Repayment of notes payable | 0 | 0 |
Revolving credit facility borrowings | 0 | |
Repayments of Lines of Credit | 0 | |
Payment of loan issuance costs | 0 | |
Repayments of capital lease obligations | (426) | (405) |
Distribution to noncontrolling interest | 0 | 0 |
Intercompany lending | (14,186) | 24,897 |
Capital contribution from affiliate | 5,215 | (1,738) |
Dividend payments on Former SAE preferred shares | 0 | |
Dividend payments to affiliate | (3,800) | (13,221) |
Net cash provided by financing activities | (13,197) | 9,533 |
Effect of exchange rate changes on cash and cash equivalents | (255) | 1,768 |
Net change in cash and cash equivalents | (1,758) | (8,929) |
Cash and cash equivalents at the beginning of year | 5,033 | 13,962 |
Cash and cash equivalents at the end of year | $ 3,275 | $ 5,033 |