Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 09, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
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 Filer Category | Smaller Reporting Company |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 12,388 | $ 11,300 |
Restricted cash | 509 | 518 |
Accounts receivable, net | 116,237 | 67,882 |
Deferred costs on contracts | 4,268 | 5,135 |
Prepaid expenses | 1,743 | 887 |
Total current assets | 135,145 | 85,722 |
Property and equipment, net | 58,232 | 61,828 |
Intangible assets, net | 820 | 789 |
Goodwill | 1,773 | 1,658 |
Deferred loan issuance costs, net | 450 | 521 |
Deferred income tax assets | 3,830 | 3,756 |
Other assets | 150 | 150 |
Total assets | 200,400 | 154,424 |
Current liabilities: | ||
Accounts payable | 35,180 | 16,575 |
Accrued liabilities | 19,510 | 17,818 |
Income and other taxes payable | 5,825 | 2,586 |
Borrowings under revolving credit facility | 10,535 | 7,899 |
Current portion of capital leases | 104 | 115 |
Deferred revenue | 7,243 | 3,903 |
Total current liabilities | 78,397 | 48,896 |
Senior secured notes, net of unamortized deferred loan issuance costs of $4,058 and $4,370 at March 31, 2016 and December 31, 2015, respectively | 135,942 | 135,630 |
Long-term portion of capital leases | 42 | 55 |
Deferred income tax liabilities | 55 | 55 |
Total liabilities | 214,436 | 184,636 |
Commitments and contingencies | 0 | 0 |
Stockholders’ deficit: | ||
Preferred stock | 0 | 0 |
Common stock, $0.0001 par value, 55,000,000 shares authorized, 17,451,353 shares issued and outstanding at March 31, 2016 and December 31, 2015 | 2 | 2 |
Additional paid-in capital | 35,928 | 35,763 |
Accumulated deficit | (51,899) | (66,139) |
Accumulated other comprehensive loss | (4,884) | (4,271) |
Total stockholders’ deficit attributable to the Corporation | (20,853) | (34,645) |
Noncontrolling interest | 6,817 | 4,433 |
Total stockholders’ deficit | (14,036) | (30,212) |
Total liabilities and stockholders’ deficit | $ 200,400 | $ 154,424 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Common Stock, par value (usd 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 | 17,451,353 |
Common Stock, outstanding shares (in shares) | 17,451,353 | 17,451,353 |
Debt issuance costs, noncurrent, net | $ 4,058 | $ 4,370 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue from services | $ 90,153 | $ 79,678 |
Cost of services excluding depreciation and amortization expense | 59,511 | 54,271 |
Depreciation and amortization expense included in cost of services | 4,199 | 4,400 |
Gross profit | 26,443 | 21,007 |
Selling, general and administrative expenses | 6,746 | 8,876 |
Income from operations | 19,697 | 12,131 |
Other income (expense): | ||
Interest expense, net | (4,028) | (4,333) |
Foreign exchange gain (loss), net | 1,625 | (2,441) |
Other expense, net | (5) | (193) |
Total other expense, net | (2,408) | (6,967) |
Income before income taxes | 17,289 | 5,164 |
Provision for income taxes | 665 | 1,219 |
Net income | 16,624 | 3,945 |
Less: net income attributable to noncontrolling interest | 2,384 | 2,774 |
Net income attributable to the Corporation | $ 14,240 | $ 1,171 |
Net income attributable to the Corporation per common share: | ||
Basic (usd per share) | $ 0.82 | $ 0.08 |
Diluted (usd per share) | $ 0.82 | $ 0.08 |
Weighted average shares: | ||
Basic (in shares) | 17,451,353 | 14,922,497 |
Diluted (in shares) | 17,463,089 | 14,922,497 |
UNAUDITED CONDENSED CONSOLIDAT5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 16,624 | $ 3,945 |
Foreign currency translation gain (loss) | (613) | 95 |
Total comprehensive income | 16,011 | 4,040 |
Less: comprehensive income attributable to noncontrolling interest | 2,384 | 2,774 |
Comprehensive income attributable to the Corporation | $ 13,627 | $ 1,266 |
UNAUDITED CONDENSED CONSOLIDAT6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - 3 months ended Mar. 31, 2016 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss - Foreign Currency Translation | Total Corporation Stockholders’ Deficit | Non-controlling Interest |
Beginning balance (in shares) at Dec. 31, 2015 | 17,451,353 | ||||||
Beginning balance at Dec. 31, 2015 | $ (30,212) | $ 2 | $ 35,763 | $ (66,139) | $ (4,271) | $ (34,645) | $ 4,433 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Foreign currency translation | (613) | (613) | (613) | ||||
Share-based compensation expense | 165 | 165 | 165 | ||||
Net income | 16,624 | 14,240 | 14,240 | 2,384 | |||
Ending balance (in shares) at Mar. 31, 2016 | 17,451,353 | ||||||
Ending balance at Mar. 31, 2016 | $ (14,036) | $ 2 | $ 35,928 | $ (51,899) | $ (4,884) | $ (20,853) | $ 6,817 |
UNAUDITED CONDENSED CONSOLIDAT7
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Operating activities: | ||
Net income attributable to the Corporation | $ 14,240 | $ 1,171 |
Net income attributable to noncontrolling interest | 2,384 | 2,774 |
Net income | 16,624 | 3,945 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 4,332 | 4,551 |
Amortization of loan costs | 383 | 405 |
Deferred income taxes | 0 | 39 |
Gain on disposal of property and equipment | (342) | (21) |
Share-based compensation | 165 | 0 |
Provision for doubtful accounts | 640 | 0 |
Unrealized (gain) loss on foreign currency transactions | (1,652) | 2,230 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (48,009) | 7,570 |
Prepaid expenses | (1,156) | 7,970 |
Deferred costs on contracts | 888 | 1,536 |
Accounts payable | 18,329 | (3,492) |
Accrued liabilities | 1,525 | (6,396) |
Income and other taxes payable | 2,945 | (12,976) |
Deferred revenue | 3,340 | 1,623 |
Other, net | 10 | 4 |
Net cash provided by (used in) operating activities | (1,978) | 6,988 |
Investing activities: | ||
Purchase of property and equipment | (176) | (4,310) |
Proceeds from sale of property and equipment | 434 | 21 |
Net cash provided by (used in) investing activities | 258 | (4,289) |
Financing activities: | ||
Repayment of notes payable | 0 | (388) |
Revolving credit facility borrowings | 21,107 | 14,200 |
Revolving credit facility repayments | (18,471) | (14,200) |
Repayments of capital lease obligations | (24) | (102) |
Distribution to noncontrolling interest | 0 | (3,358) |
Net cash provided by (used in) financing activities | 2,612 | (3,848) |
Effect of exchange rate changes on cash and cash equivalents | 196 | (244) |
Net change in cash and cash equivalents | 1,088 | (1,393) |
Cash and cash equivalents at the beginning of period | 11,300 | 12,322 |
Cash and cash equivalents at the end of period | 12,388 | 10,929 |
Supplemental disclosures of cash flow information: | ||
Interest paid | 7,074 | 8,199 |
Income taxes paid (refunded), net | (159) | 728 |
Supplemental disclosures of cash flow information -- non-cash investing and financing activities: | ||
Capital assets acquired included in accounts payable | $ 157 | $ 50 |
DESCRIPTION OF THE BUSINESS AND
DESCRIPTION OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | DESCRIPTION OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of the Business SAExploration Holdings, Inc. and its Subsidiaries (collectively, the “Corporation”) is an internationally-focused oilfield services company offering seismic data acquisition and logistical support services in Alaska, Canada, South America, and Southeast Asia to its customers in the oil and natural gas industry. In addition to the acquisition of 2D, 3D, time-lapse 4D and multi-component seismic data on land, in transition zones and offshore in depths 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. Basis of Presentation The unaudited interim condensed consolidated financial statements of the Corporation as of March 31, 2016 and for the three months ended March 31, 2016 and 2015 included herein, have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The year-end condensed consolidated balance sheet data was derived from the audited financial statements as of December 31, 2015 . Although the financial statements and related information included herein have been prepared without audit, and certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, the Corporation believes that the note disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the Corporation’s audited consolidated financial statements and the notes thereto included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2015, as amended by its Annual Report on Form 10-K/A for the same period (such report, as amended, the "Amended 10-K"). In the opinion of management, the unaudited interim financial statements included herein reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the Corporation’s financial position, results of operations, and cash flows for the periods presented. The results of operations for interim periods are not necessarily indicative of the results expected for the full year or any future period. Certain amounts in the condensed consolidated balance sheet as of December 31, 2015 , presented herein have been reclassified to conform to the current period presentation. These reclassifications had no effect on financial position, net income, stockholders' deficit, or cash flows. Significant Accounting Policies There have been no changes to the significant accounting policies of the Corporation from the information provided in Note 2 of the Notes to Consolidated Financial Statements in the Corporation’s Amended 10-K, except as discussed below under Recently Issued Accounting Pronouncements - Debt Issuance Costs and Share-Based Compensation . Recently Issued Accounting Pronouncements 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 new 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 new guidance does not specifically address, and therefore does not affect, the balance sheet presentation of debt issuance costs for revolving debt arrangements. The Corporation adopted the new guidance as of March 31, 2016 and retrospectively for all periods presented. As a result of the adoption of the new guidance, the amount of $4,370 was reclassified from deferred loan issuance costs to senior secured notes in the December 31, 2015 condensed consolidated balance sheet. Other than this reclassification, the adoption of the new guidance had no impact on the Corporation's condensed consolidated financial statements. Share-Based Compensation In March 2016, the FASB issued new guidance intended to simplify various aspects of the accounting for share-based compensation. The new guidance requires the income tax effects related to share-based compensation to be recorded in the income statement at settlement (or expiration), applied prospectively to all excess tax benefits and tax deficiencies resulting from settlements after the date of adoption of the new guidance. The new guidance also removes the requirement to delay recognition of a windfall tax benefit until it reduces current taxes payable. Under the new guidance, the benefit will be recorded when it arises, subject to normal valuation allowance considerations. This change is required to be applied on a modified retrospective basis, with a cumulative effect adjustment to opening retained earnings. All income tax related cash flows resulting from share-based payments are to be reported as operating activities on the statement of cash flows. Either prospective or retrospective transition of this provision is permitted. Currently, employers are permitted to withhold shares upon settlement of an award to satisfy the employer’s tax withholding requirement without causing the award to be liability classified. However, the amount is strictly limited to the employer’s minimum statutory tax withholding requirement. The simplification under the new guidance allows entities to withhold an amount up to the employees’ maximum individual tax rate in the relevant jurisdiction without resulting in liability classification of the award. This provision is required to be adopted using a modified retrospective approach, with a cumulative effect adjustment to opening retained earnings for any outstanding liability awards that qualify for equity classification. Additionally, the new guidance clarifies that all cash payments made to taxing authorities on the employees’ behalf for withheld shares should be presented as financing activities on the statement of cash flows. This change is required to be applied retrospectively. Under the new guidance, entities are permitted to make an accounting policy election for the impact of forfeitures on the recognition of expense for share-based payment awards. Forfeitures can be estimated, as required today, or recognized when they occur. Estimates of forfeitures will still be required in certain circumstances, such as at the time of modification of an award or issuance of a replacement award in a business combination. If elected, the change to recognize forfeitures when they occur needs to be adopted using a modified retrospective approach, with a cumulative effect adjustment recorded to opening retained earnings. 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, with early adoption permitted. The Corporation adopted the new guidance as of January 1, 2016, including electing to recognize forfeitures when they occur. Adoption of the new guidance did not have a material impact on the Corporation’s financial position, results of operations, cash flows or disclosures. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic income per share is computed by dividing net income attributable to the Corporation by the weighted average number of common shares outstanding during each period. Diluted income per share is computed by dividing net income 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 income per share is as follows: Three Months Ended Net Income Attributable to the Corporation Shares Per Share March 31, 2016: Basic income per share $ 14,240 17,451,353 $ 0.82 Effect of dilutive unvested restricted stock unit awards — 11,736 — Diluted income per share $ 14,240 17,463,089 $ 0.82 March 31, 2015: Basic income per share $ 1,171 14,922,497 $ 0.08 Effect of dilutive securities — — — Diluted income per share $ 1,171 14,922,497 $ 0.08 Warrants to purchase 581,807 shares of common stock have been excluded from the calculation of diluted net income per share in the three month periods ended March 31, 2016 and 2015 , since the $12.00 warrant exercise price was higher than the weighted average share price during the respective periods. Options to purchase 241,642 shares of common stock have been excluded from the calculation of diluted net income per share in the three month periods ended March 31, 2016 , since the $4.12 option exercise price was higher than the weighted average share price during the period the options were outstanding. Unvested restricted stock units representing 108,705 issuable shares were excluded from the calculation of diluted net income per share in the three month period ended March 31, 2016 , since they were anti-dilutive. |
LIQUIDITY
LIQUIDITY | 3 Months Ended |
Mar. 31, 2016 | |
Accounts, Notes, Loans and Financing Receivable, Classified [Abstract] | |
LIQUIDITY | LIQUIDITY At March 31, 2016 , accounts receivable of $ 87.7 million were due from one customer, which represents the Corporation's largest account receivable and the single largest item affecting its short-term liquidity, other than the general decline in business due to the downturn in the business of oil and natural gas exploration and production companies. As previously disclosed in the Corporation's Amended 10-K, this customer was relying on the tax credit program of the State of Alaska and also the monetization of the tax credits, and related tax certificates which the State of Alaska issues, from third party financing sources to satisfy the accounts receivable. But, for several reasons, there remains substantial uncertainty regarding the timing of reimbursement from the State of Alaska and the availability of third party financing to the customer, or the Corporation, in order for the Corporation to get paid on the accounts receivable. As a result, the Alaskan customers' ability to pay the Corporation's accounts receivable in a timely manner has been materially and adversely affected. Although the customer representing the largest accounts receivable had previously notified the Corporation that the customer was working on several possible monetization solutions, the customer recently informed the Corporation that it was unsuccessful in monetizing its tax credits and that it was highly unlikely that it would be able to pay the Corporation's account receivable on a timely basis. As a result, on April 22, 2016, the customer assigned $51.6 million of tax credits related to completed programs to the Corporation so that it can seek to monetize these tax credits and apply the resulting cash, as monetization occurs, toward the customer’s repayment of its overdue account receivable. Additional programs have recently been completed, and the customer intends to file for an additional $38.2 million of tax credits related to these programs. Absent the return of a tax credit lending market in Alaska, it is expected that these additional tax credits will also be assigned to the Corporation by its customer once filed. The Corporation is urgently pursuing ways to monetize the tax credits that have been assigned to it. However, it is not expected that there will be monetization opportunities prior to the issuance of certificates by the State of Alaska with respect to the tax credits. With respect to the customer’s tax credits that have been, or are expected to be, assigned, the Corporation expects certificates representing approximately $30.2 million to be issued by the State of Alaska in fiscal year 2016, commencing in the fourth quarter, with certificates representing approximately $59.6 million to be issued on a rolling basis over the course of fiscal year 2017. However, there continues to be uncertainty regarding the timely payment by the State of Alaska of its obligations on issued tax credit certificates as well as the Corporation's ability to accurately estimate the timeframe for such payments. There is a risk that any monetization of the tax credits, including after tax credit certificates are issued, will reflect a substantial discount and may be insufficient to fully repay the customer’s outstanding account receivable. Should this occur, the Corporation may be required to record an impairment of the amount due from the customer. As the accounts receivable age, they become unacceptable collateral to the lender, which may require the Corporation to repay amounts borrowed from the lender. In addition, certain transaction structures that might be developed in order to monetize tax credits that have been assigned to the Corporation could require a waiver or consent from the lender under the revolving credit facility and possibly the holders of the outstanding senior secured notes, and the Corporation cannot provide assurance that it will be able to receive any such waivers or consents. As a result of the above, the Corporation is currently experiencing significant cash flow and liquidity difficulties, the improvement of which is substantially dependent on the resolution of the issue described above. The Corporation cannot provide assurance that it will be successful in doing so. For a more complete description, see the Amended 10-K and, in particular, the risk factor titled "Recent developments in the State of Alaska and their consequences for the market for exploration tax credits have intensified the negative impact on our current liquidity and cash flow." As previously disclosed, the Corporation is exploring a range of transactions to address its current significant cash flow and liquidity difficulties and to recapitalize its balance sheet. These transactions include ways to monetize the tax credits that have been assigned to the Corporation, reductions in the Corporation's debt and interest expense through exchanges, exchange offers, consent solicitations with bondholders and other recapitalization alternatives. The Corporation is currently in discussions with a group of the holders of senior secured notes regarding these matters. These possible transactions are intended primarily to address the Corporation's current significant cash flow and liquidity difficulties and longer term need to realign its capital structure with its current business, given the uncertainty regarding the Alaskan tax credit program and the continued downturn in the oil and natural gas exploration sector. The Corporation may not be successful in accomplishing any of these transactions. There are several material, negative consequences if these efforts are unsuccessful, or even if they are successful, particularly if the Corporation is unable to address its current significant cash flow and liquidity difficulties. These negative consequences may lead to or include automatic defaults under the revolving credit facility and the indenture governing the outstanding senior secured notes, creditors foreclosing on the collateral securing outstanding indebtedness and potential shortfalls in collateral coverage, the delisting of the Corporation's stock from the Nasdaq stock exchange, liquidation or sale of assets at substantially below-market prices, the potential cancellation of or substantial dilution to existing common stock, and the incurrence of substantial fees and expenses. In addition, the Corporation may lose the ability to borrow any additional amounts under its revolving credit facility. As of March 31, 2016, the revolving credit facility, which currently has a total borrowing base of $20 million , was drawn to the amount of $10.5 million . The negative events referred to above would have a material adverse impact on the Corporation's business, operations, reputation and long-term viability. Moreover, negative publicity associated with the evaluation of restructuring and recapitalization alternatives, and the negative consequences should such alternatives be unsuccessful, could adversely affect relationships with suppliers, service providers, customers and potential customers, employees, and other third parties, which in turn could further adversely affect its operations and financial condition. Alleviation of significant cash flow and liquidity difficulties currently experienced by the Corporation is substantially dependent on the resolution of the issue described above. The Corporation cannot provide assurance that it will be successful in doing so. |
DETAIL OF SELECTED BALANCE SHEE
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS | 3 Months Ended |
Mar. 31, 2016 | |
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: March 31, 2016 December 31, 2015 Accounts receivable $ 116,877 $ 67,882 Less allowance for doubtful accounts (640 ) — Accounts receivable, net $ 116,237 $ 67,882 Property and Equipment Property and equipment is comprised of the following: March 31, 2016 December 31, 2015 Property and equipment $ 124,455 $ 123,186 Less accumulated depreciation and amortization (66,223 ) (61,358 ) Property and equipment, net $ 58,232 $ 61,828 Intangible Assets Intangible assets are comprised of the following: March 31, 2016 December 31, 2015 Intangible assets $ 1,383 $ 1,329 Less accumulated amortization (563 ) (540 ) Intangible assets, net $ 820 $ 789 Accrued Liabilities Accrued liabilities are comprised of the following: March 31, 2016 December 31, 2015 Accrued payroll liabilities $ 8,266 $ 5,794 Accrued interest 2,995 6,463 Other accrued liabilities 8,249 5,561 Total accrued liabilities $ 19,510 $ 17,818 |
REVOLVING CREDIT FACILITY
REVOLVING CREDIT FACILITY | 3 Months Ended |
Mar. 31, 2016 | |
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. The credit agreement provides for a $20,000 revolving line of 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 primarily used to fund the Corporation’s working capital needs for its operations and for general corporate purposes. As of March 31, 2016 and December 31, 2015 , borrowings of $10,535 and $7,899 , respectively, were outstanding under the revolving credit facility. As of the date of this report, the Corporation had borrowed $13,432 under the revolving credit facility. Borrowings made under the revolving credit facility bear interest, payable monthly, at a rate of daily three month LIBOR plus 3% ( 3.63% at March 31, 2016 and 3.61% at December 31, 2015 ). 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. As of March 31, 2016 and December 31, 2015 , letters of credit totaling $ 100 and $ 100 , respectively, were outstanding under the sub-facility. For a complete discussion of the terms and security for the revolving credit facility, see Note 5 of Notes to Consolidated Financial Statements included in the Corporation's Amended 10-K. 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 credit agreement contains covenants including, but not limited to (i) maintain and deliver to Lender, as required, certain financial reports, records and other items, (ii) subject to certain exceptions under the credit agreement, restrictions on the ability of the Corporation to incur indebtedness, create or incur liens, enter into fundamental changes to corporate structure or to the nature of the business of the Corporation, dispose of assets, permit a change in control, acquire non-permitted investments, enter into affiliate transactions or make distributions, (iii) maintain the minimum EBITDA specified above and (iv) maintain eligible equipment, as defined, located in the State of Alaska with a value of at least 75% of the value of such equipment included in the borrowing base availability 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 was in compliance with the credit agreement covenants as of March 31, 2016 . |
SENIOR SECURED NOTES
SENIOR SECURED NOTES | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
SENIOR SECURED NOTES | SENIOR SECURED NOTES Senior secured notes outstanding were as follows: March 31, 2016 December 31, 2015 Senior secured notes: Principal outstanding $ 140,000 $ 140,000 Less unamortized deferred loan issuance costs 4,058 4,370 Total senior secured notes outstanding 135,942 135,630 Less current portion of senior secured notes — — Total long-term portion of senior secured notes $ 135,942 $ 135,630 On July 2, 2014 , the Corporation entered into an 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 of 1933, as amended. 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. As of the date of this report, $140,000 of the Notes remained outstanding, after giving effect to a debt for equity exchange with one holder of these senior secured notes. For a complete discussion of the terms and security for the Notes, see Note 6 of Notes to Consolidated Financial Statements included in the Corporation's Amended 10-K. 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 was in compliance with the indenture covenants as of March 31, 2016 . |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Corporation’s effective tax rate was 3.8% and 23.6% for the three months ended March 31, 2016 and 2015 , respectively. The decrease in the 2016 effective tax rate is primarily due to several factors including fluctuations in earnings among the various jurisdictions in which the Corporation operates, partially offset by increases in permanent tax differences and foreign tax rate differentials. The primary reason the 2016 effective tax rate differs from the 35% Federal statutory corporate rate is the reversal of valuation allowances, offset by increases in permanent tax differences and foreign tax rate differentials. Earnings associated with the investments in the Corporation’s foreign subsidiaries are considered to be indefinitely reinvested outside of the U.S. Therefore, a U.S. provision for income taxes on those earnings or translation adjustments has not been recorded, as permitted by criterion outlined in ASC 740 “Income Taxes.” Determination of any unrecognized deferred tax liability for temporary differences related to investments in foreign subsidiaries that are essentially permanent in duration is not practicable due to the inherent complexity of the multi-national tax environment in which the Corporation operates. The Corporation believes that without positive evidence, it is more likely than not that the benefit from certain net operating loss (“NOL”) carryforwards and foreign tax credits may not be realized. In recognition of this risk, the Corporation has maintained a full valuation allowance for the deferred tax assets relating to these NOL carryforwards and foreign tax credits of certain countries. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2016 | |
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 designations, rights, and preferences as may be determined from time to time by the Corporation’s Board of Directors. As of March 31, 2016 and December 31, 2015 , there were 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 March 31, 2016 and December 31, 2015 , a total of 17,451,353 shares were issued and outstanding. Warrants As of March 31, 2016 , a total of 581,807 warrants with an expiration date of June 24, 2016 were outstanding. The warrants have an exercise price of $12.00 per share and can be called by the Corporation for redemption at $0.01 per warrant if the last sale price of the Corporation's common stock equals or exceeds $15.00 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". Common Stock Held in Escrow in Connection with Merger 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. Merger Consideration Escrow A portion of the merger consideration payable at Closing was allocable to holders of certain derivative securities of Former SAE that were not converted or exchanged prior to the Merger. As of March 31, 2016 , 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 Corporation common stock held in the Merger Consideration Escrow. 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 April 15, 2016, the remaining escrowed shares became eligible for release to the Former SAE stockholders, and the Corporation is in the process of having those shares released. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION Share-based compensation expense for stock option and restricted stock unit awards in the three months ended March 31, 2016 and 2015 was $ 165 and $ 0 , respectively. At March 31, 2016 , there was approximately $ 104 of unrecognized compensation expense, net of estimated forfeitures, for unvested stock option awards with a weighted average vesting period of 1.25 years. At March 31, 2016 , there was approximately $ 309 of unrecognized compensation expense, net of estimated forfeitures, for unvested restricted stock unit awards with a weighted average vesting period of 1.25 years. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS 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 carrying amount of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and borrowings under the Revolving Credit Facility are a reasonable estimate of their fair values due to their short duration. There were no Corporation financial instruments measured at fair value on a recurring basis at March 31, 2016 , December 31, 2015 or March 31, 2015 . The Corporation financial instruments not recorded at fair value consist of the Notes. At March 31, 2016 , the carrying value of the Notes was $140,000 and the estimated fair value was $82,600 . 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 March 31, 2016 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. 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. Goodwill is subjected to an annual review for impairment or more frequently as required. |
NONCONTROLLING INTEREST
NONCONTROLLING INTEREST | 3 Months Ended |
Mar. 31, 2016 | |
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's and Kuukpik’s percentage ownership interests in the Joint Venture are 49.0% and 51.0% , respectively. The sole source of revenue of the Joint Venture is contracts performed by the Corporation. Pre-award costs incurred on potential contracts by Kuukpik and the Corporation are absorbed by each party and not by the Joint Venture. The Joint Venture receives 10% of gross revenues of all 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 unaudited condensed consolidated financial statements consist of the balances reported under net income attributable to noncontrolling interest for the three month periods ended March 31, 2016 and 2015 and noncontrolling interest on the March 31, 2016 and December 31, 2015 balance sheets. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES The Corporation is involved in various legal proceedings involving contractual and employment relationships, liability claims, and a variety of other matters. The outcome of these legal proceedings and other matters is not expected to have, either individually or in the aggregate, a material adverse effect on the Corporation’s financial position, results of operations, or cash flows. |
DESCRIPTION OF THE BUSINESS A20
DESCRIPTION OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited interim condensed consolidated financial statements of the Corporation as of March 31, 2016 and for the three months ended March 31, 2016 and 2015 included herein, have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The year-end condensed consolidated balance sheet data was derived from the audited financial statements as of December 31, 2015 . Although the financial statements and related information included herein have been prepared without audit, and certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, the Corporation believes that the note disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the Corporation’s audited consolidated financial statements and the notes thereto included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2015, as amended by its Annual Report on Form 10-K/A for the same period (such report, as amended, the "Amended 10-K"). In the opinion of management, the unaudited interim financial statements included herein reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the Corporation’s financial position, results of operations, and cash flows for the periods presented. The results of operations for interim periods are not necessarily indicative of the results expected for the full year or any future period. |
Reclassifications | Certain amounts in the condensed consolidated balance sheet as of December 31, 2015 , presented herein have been reclassified to conform to the current period presentation. These reclassifications had no effect on financial position, net income, stockholders' deficit, or cash flows. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements 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 new 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 new guidance does not specifically address, and therefore does not affect, the balance sheet presentation of debt issuance costs for revolving debt arrangements. The Corporation adopted the new guidance as of March 31, 2016 and retrospectively for all periods presented. As a result of the adoption of the new guidance, the amount of $4,370 was reclassified from deferred loan issuance costs to senior secured notes in the December 31, 2015 condensed consolidated balance sheet. Other than this reclassification, the adoption of the new guidance had no impact on the Corporation's condensed consolidated financial statements. Share-Based Compensation In March 2016, the FASB issued new guidance intended to simplify various aspects of the accounting for share-based compensation. The new guidance requires the income tax effects related to share-based compensation to be recorded in the income statement at settlement (or expiration), applied prospectively to all excess tax benefits and tax deficiencies resulting from settlements after the date of adoption of the new guidance. The new guidance also removes the requirement to delay recognition of a windfall tax benefit until it reduces current taxes payable. Under the new guidance, the benefit will be recorded when it arises, subject to normal valuation allowance considerations. This change is required to be applied on a modified retrospective basis, with a cumulative effect adjustment to opening retained earnings. All income tax related cash flows resulting from share-based payments are to be reported as operating activities on the statement of cash flows. Either prospective or retrospective transition of this provision is permitted. Currently, employers are permitted to withhold shares upon settlement of an award to satisfy the employer’s tax withholding requirement without causing the award to be liability classified. However, the amount is strictly limited to the employer’s minimum statutory tax withholding requirement. The simplification under the new guidance allows entities to withhold an amount up to the employees’ maximum individual tax rate in the relevant jurisdiction without resulting in liability classification of the award. This provision is required to be adopted using a modified retrospective approach, with a cumulative effect adjustment to opening retained earnings for any outstanding liability awards that qualify for equity classification. Additionally, the new guidance clarifies that all cash payments made to taxing authorities on the employees’ behalf for withheld shares should be presented as financing activities on the statement of cash flows. This change is required to be applied retrospectively. Under the new guidance, entities are permitted to make an accounting policy election for the impact of forfeitures on the recognition of expense for share-based payment awards. Forfeitures can be estimated, as required today, or recognized when they occur. Estimates of forfeitures will still be required in certain circumstances, such as at the time of modification of an award or issuance of a replacement award in a business combination. If elected, the change to recognize forfeitures when they occur needs to be adopted using a modified retrospective approach, with a cumulative effect adjustment recorded to opening retained earnings. 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, with early adoption permitted. The Corporation adopted the new guidance as of January 1, 2016, including electing to recognize forfeitures when they occur. Adoption of the new guidance did not have a material impact on the Corporation’s financial position, results of operations, cash flows or disclosures. |
Earnings Per Share | EARNINGS PER SHARE Basic income per share is computed by dividing net income attributable to the Corporation by the weighted average number of common shares outstanding during each period. Diluted income per share is computed by dividing net income 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. |
Fair Value of Financial Instruments | 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 carrying amount of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and borrowings under the Revolving Credit Facility are a reasonable estimate of their fair values due to their short duration. |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Computation of basic and diluted net income (loss) per share | The computation of basic and diluted net income per share is as follows: Three Months Ended Net Income Attributable to the Corporation Shares Per Share March 31, 2016: Basic income per share $ 14,240 17,451,353 $ 0.82 Effect of dilutive unvested restricted stock unit awards — 11,736 — Diluted income per share $ 14,240 17,463,089 $ 0.82 March 31, 2015: Basic income per share $ 1,171 14,922,497 $ 0.08 Effect of dilutive securities — — — Diluted income per share $ 1,171 14,922,497 $ 0.08 |
DETAIL OF SELECTED BALANCE SH22
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of accounts receivable | Accounts receivable is comprised of the following: March 31, 2016 December 31, 2015 Accounts receivable $ 116,877 $ 67,882 Less allowance for doubtful accounts (640 ) — Accounts receivable, net $ 116,237 $ 67,882 |
Schedule of property and equipment | Property and equipment is comprised of the following: March 31, 2016 December 31, 2015 Property and equipment $ 124,455 $ 123,186 Less accumulated depreciation and amortization (66,223 ) (61,358 ) Property and equipment, net $ 58,232 $ 61,828 |
Schedule of intangible assets | Intangible assets are comprised of the following: March 31, 2016 December 31, 2015 Intangible assets $ 1,383 $ 1,329 Less accumulated amortization (563 ) (540 ) Intangible assets, net $ 820 $ 789 |
Schedule of accrued liabilities | Accrued liabilities are comprised of the following: March 31, 2016 December 31, 2015 Accrued payroll liabilities $ 8,266 $ 5,794 Accrued interest 2,995 6,463 Other accrued liabilities 8,249 5,561 Total accrued liabilities $ 19,510 $ 17,818 |
SENIOR SECURED NOTES (Tables)
SENIOR SECURED NOTES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Senior secured notes outstanding were as follows: March 31, 2016 December 31, 2015 Senior secured notes: Principal outstanding $ 140,000 $ 140,000 Less unamortized deferred loan issuance costs 4,058 4,370 Total senior secured notes outstanding 135,942 135,630 Less current portion of senior secured notes — — Total long-term portion of senior secured notes $ 135,942 $ 135,630 |
DESCRIPTION OF THE BUSINESS A24
DESCRIPTION OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands | Mar. 31, 2016USD ($)channel | Dec. 31, 2015USD ($) |
Gas and Oil Acreage [Line Items] | ||
Debt issuance costs, noncurrent, net | $ (4,058) | $ (4,370) |
Foreign Countries | ||
Gas and Oil Acreage [Line Items] | ||
Number of land and marine channels | channel | 29,500 | |
Deferred Loans Issuance Costs | Adjustments for New Accounting Pronouncement | ||
Gas and Oil Acreage [Line Items] | ||
Debt issuance costs, noncurrent, net | 4,370 | |
Senior Secured Notes | Adjustments for New Accounting Pronouncement | ||
Gas and Oil Acreage [Line Items] | ||
Debt issuance costs, noncurrent, net | $ (4,370) |
LIQUIDITY (Details)
LIQUIDITY (Details) - USD ($) | Jan. 01, 2017 | Oct. 01, 2016 | May. 16, 2016 | Apr. 22, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Nov. 06, 2014 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Accounts receivable from customers | $ 116,237,000 | $ 67,882,000 | |||||
Borrowings under revolving credit facility | 10,535,000 | 7,899,000 | |||||
Customer A | Customer Concentration Risk | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Accounts receivable from customers | 87,700,000 | ||||||
Line of credit | Credit Facility | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Borrowings under revolving credit facility | $ 10,535,000 | $ 7,899,000 | |||||
Maximum borrowing capacity | $ 20,000,000 | ||||||
Subsequent Event | Line of credit | Credit Facility | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Borrowings under revolving credit facility | $ 13,432,000 | ||||||
State of Alaska Tax Credits | Subsequent Event | Customer A | Customer Concentration Risk | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Collateral assigned for accounts receivables | $ 51,600,000 | ||||||
Tax credits assigned as collateral for accounts receivable, additional credit applied for | $ 38,200,000 | ||||||
State of Alaska Certificates | Subsequent Event | Customer A | Customer Concentration Risk | |||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||||
Tax credits assigned as collateral for accounts receivable, amount subject to monetization | $ 59,600,000 | $ 30,200,000 |
EARNINGS PER SHARE - Earnings p
EARNINGS PER SHARE - Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Net Income Attributable to the Corporation | ||
Basic income per share | $ 14,240 | $ 1,171 |
Effect of dilutive securities | 0 | 0 |
Diluted income per share | $ 14,240 | $ 1,171 |
Shares | ||
Basic income (loss) per share (in shares) | 17,451,353 | 14,922,497 |
Effect of dilutive securities (in shares) | 11,736 | 0 |
Diluted income (loss) per share (in shares) | 17,463,089 | 14,922,497 |
Basic income (loss) per share (usd per share) | $ 0.82 | $ 0.08 |
Diluted income (loss) per share (usd per share) | $ 0.82 | $ 0.08 |
EARNINGS PER SHARE - Additional
EARNINGS PER SHARE - Additional Information (Details) - $ / shares | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Warrant exercise price (usd per share) | $ 12 | $ 12 | |
Warrant | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from the calculation of diluted net income (loss) per share (in shares) | 581,807 | 581,807 | |
Employee Stock Option | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from the calculation of diluted net income (loss) per share (in shares) | 241,642 | ||
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive securities excluded from the calculation of diluted net income (loss) per share (in shares) | 108,705 | ||
2013 Long-Term Incentive Compensation Plan | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Option exercise price (usd per share) | $ 4.12 |
DETAIL OF SELECTED BALANCE SH28
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Accounts Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accounts receivable | $ 116,877 | $ 67,882 |
Less allowance for doubtful accounts | (640) | 0 |
Accounts receivable, net | $ 116,237 | $ 67,882 |
DETAIL OF SELECTED BALANCE SH29
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Property and equipment | $ 124,455 | $ 123,186 |
Less accumulated depreciation and amortization | (66,223) | (61,358) |
Property and equipment, net | $ 58,232 | $ 61,828 |
DETAIL OF SELECTED BALANCE SH30
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Intangible assets | $ 1,383 | $ 1,329 |
Less accumulated amortization | (563) | (540) |
Intangible assets, net | $ 820 | $ 789 |
DETAIL OF SELECTED BALANCE SH31
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued payroll liabilities | $ 8,266 | $ 5,794 |
Accrued interest | 2,995 | 6,463 |
Other accrued liabilities | 8,249 | 5,561 |
Total accrued liabilities | $ 19,510 | $ 17,818 |
REVOLVING CREDIT FACILITY (Deta
REVOLVING CREDIT FACILITY (Details) - USD ($) | Nov. 06, 2014 | Mar. 31, 2016 | Dec. 31, 2015 | May. 16, 2016 |
Line of Credit Facility [Line Items] | ||||
Borrowings under revolving credit facility | $ 10,535,000 | $ 7,899,000 | ||
Line of credit | Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 20,000,000 | |||
Borrowings under revolving credit facility | $ 10,535,000 | $ 7,899,000 | ||
Ending interest rate | 3.63% | 3.61% | ||
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 | 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 | three month LIBOR | |||
Basis spread on variable rate | 3.00% | |||
Line of credit | Accordion Feature | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | 10,000,000 | |||
Line of Credit Facility, Minimum Increments | 1,000,000 | |||
Line of credit | Sub-Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 10,000,000 | |||
Line of credit | Letter of Credit | ||||
Line of Credit Facility [Line Items] | ||||
Unused capacity fee, percentage | 3.00% | |||
Letters of credit outstanding | $ 100,000 | $ 100,000 | ||
Subsequent Event | Line of credit | Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Borrowings under revolving credit facility | $ 13,432,000 |
SENIOR SECURED NOTES - Schedule
SENIOR SECURED NOTES - Schedule of Senior Secured Notes (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Less unamortized deferred loan issuance costs | $ 4,058 | $ 4,370 |
Senior secured notes, carrying value | 135,942 | 135,630 |
Senior Secured Notes | ||
Debt Instrument [Line Items] | ||
Principal outstanding | 140,000 | 140,000 |
Less unamortized deferred loan issuance costs | 4,058 | 4,370 |
Total senior secured notes outstanding | 135,942 | 135,630 |
Less current portion of senior secured notes | 0 | 0 |
Senior secured notes, carrying value | $ 135,942 | $ 135,630 |
SENIOR SECURED NOTES - Addition
SENIOR SECURED NOTES - Additional Information (Details) - Senior Secured Notes - USD ($) | May. 16, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Jul. 02, 2014 |
Debt Instrument [Line Items] | ||||
Debt, face amount | $ 150,000,000 | |||
Stated interest rate | 10.00% | |||
Principal outstanding | $ 140,000,000 | $ 140,000,000 | ||
Subsequent Event | ||||
Debt Instrument [Line Items] | ||||
Principal outstanding | $ 140,000,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 3.80% | 23.60% |
Federal statutory corporate rate | 35.00% |
STOCKHOLDERS' EQUITY - Preferre
STOCKHOLDERS' EQUITY - Preferred Stock and Common Stock (Details) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Equity [Abstract] | ||
Preferred Stock, authorized shares (in shares) | 1,000,000 | |
Preferred Stock, par value (usd per share) | $ 0.0001 | |
Preferred Stock, shares issued (in shares) | 0 | 0 |
Preferred Stock, shares outstanding (in shares) | 0 | 0 |
Common Stock, authorized shares (in shares) | 55,000,000 | 55,000,000 |
Common Stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common Stock, issued shares (in shares) | 17,451,353 | 17,451,353 |
Common Stock, outstanding shares (in shares) | 17,451,353 | 17,451,353 |
STOCKHOLDERS' EQUITY - Warrants
STOCKHOLDERS' EQUITY - Warrants (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Class of Warrant or Right [Line Items] | ||
Warrant exercise price (usd per share) | $ 12 | $ 12 |
Redemption price of warrants (usd per share) | $ 0.01 | |
Number of trading days | 20 days | |
Consecutive trading day period | 30 days | |
Merger agreement | ||
Class of Warrant or Right [Line Items] | ||
Warrant exercise price (usd per share) | $ 12 | |
Redemption price of warrants (usd per share) | $ 15 | |
Trio Merger Corp. | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants outstanding (in shares) | 581,807 |
STOCKHOLDERS' EQUITY - Common S
STOCKHOLDERS' EQUITY - Common Stock Held in Escrow in Connection with Merger (Details) - Merger agreement - shares | Jun. 24, 2013 | Mar. 31, 2016 |
Business Acquisition [Line Items] | ||
Number of common stock shares deposited in escrow (in shares) | 545,635 | |
Contingent pending conversion or exercise of derivative securities | ||
Business Acquisition [Line Items] | ||
Number of common stock shares deposited in escrow (in shares) | 25,890 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Stock Option and Restricted Stock Unit Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based compensation expense | $ 165 | $ 0 |
Employee Stock Option | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Unrecognized compensation expense for unvested stock option awards | $ 104 | |
Weighted average vesting period (in years) | 1 year 3 months | |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Weighted average vesting period (in years) | 1 year 3 months | |
Unrecognized compensation expense for unvested restricted stock unit awards | $ 309 |
FAIR VALUE OF FINANCIAL INSTR40
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Senior secured notes, carrying value | $ 135,942 | $ 135,630 |
Senior secured notes | Investor | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Senior secured notes, carrying value | 140,000 | |
Market Approach | Level 2 | Senior secured notes | Investor | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Senior secured notes, fair value | $ 82,600 |
NONCONTROLLING INTEREST (Detail
NONCONTROLLING INTEREST (Details) | 3 Months Ended | |
Mar. 31, 2016 | Nov. 19, 2012 | |
Corporate Joint Venture | ||
Schedule of Equity Method Investments [Line Items] | ||
Term of joint venture agreement | 5 years | |
Equity method investment, ownership held | 49.00% | |
Equity method investment, percentage of gross revenues | 10.00% | |
Kuukpik | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investment, ownership held | 51.00% |