Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 09, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | SAEX | ||
Entity Common Stock, Shares Outstanding | 14,907,116 | ||
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 | $ 13,526,290 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 3,613 | $ 11,460 |
Restricted cash | 41 | 536 |
Accounts receivable, net | 6,105 | 69,721 |
Deferred costs on contracts | 2,107 | 8,644 |
Prepaid expenses | 6,395 | 1,977 |
Total current assets | 18,261 | 92,338 |
Property and equipment, net | 32,946 | 42,759 |
Intangible assets, net | 671 | 721 |
Goodwill | 1,832 | 1,711 |
Deferred loan issuance costs, net | 5,352 | 20,856 |
Accounts receivable, net, noncurrent | 78,102 | 37,984 |
Deferred income tax assets | 4,592 | 5,122 |
Other assets | 182 | 164 |
Total assets | 141,938 | 201,655 |
Current liabilities: | ||
Accounts payable | 4,551 | 9,301 |
Accrued liabilities | 6,311 | 12,750 |
Income and other taxes payable | 7,887 | 15,605 |
Borrowings under credit facilities, current | 5,844 | |
Current portion of capital leases | 0 | 56 |
Deferred revenue | 1,477 | 7,975 |
Total current liabilities | 21,221 | 51,531 |
Borrowings under credit facilities, noncurrent | 29,995 | |
Second lien notes, net | 85,050 | 80,238 |
Senior secured notes, net | 1,847 | 1,830 |
Other long-term liabilities | 608 | 0 |
Total liabilities | 142,127 | 163,594 |
Commitments and contingencies | ||
Stockholders’ equity (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 9,424,334 and 9,358,529 outstanding at December 31, 2017 and 2016, respectively | 1 | 1 |
Additional paid-in capital | 133,741 | 131,816 |
Accumulated deficit | (133,306) | (92,550) |
Accumulated other comprehensive loss | (5,082) | (4,822) |
Treasury stock, 38,024 shares at cost | (113) | 0 |
Total stockholders’ equity (deficit) attributable to the Corporation | (4,759) | 34,445 |
Noncontrolling interest | 4,570 | 3,616 |
Total stockholders’ equity (deficit) | (189) | 38,061 |
Total liabilities and stockholders’ equity (deficit) | 141,938 | 201,655 |
Senior Loan Facility | ||
Current liabilities: | ||
Borrowings under credit facilities, current | 995 | 0 |
Borrowings under credit facilities, noncurrent | 29,000 | 29,995 |
Revolving Credit Facility | ||
Current liabilities: | ||
Borrowings under credit facilities, current | 0 | 5,844 |
Borrowings under credit facilities, noncurrent | $ 4,401 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
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, outstanding shares (in shares) | 9,424,334 | 9,358,529 |
Treasury stock, at cost (in shares) | 38,024 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Revenue from services | $ 127,022 | $ 205,564 |
Cost of services excluding depreciation and amortization | 93,229 | 144,118 |
Depreciation and amortization included in cost of services | 11,725 | 16,410 |
Gross profit | 22,068 | 45,036 |
Selling, general and administrative expenses | 25,697 | 29,253 |
(Gain)/loss on disposal of property and equipment, net | (101) | 4,542 |
Income (loss) from operations | (3,528) | 11,241 |
Other income (expense): | ||
Costs incurred on debt restructuring | 0 | (5,439) |
Interest expense, net | (29,363) | (23,697) |
Foreign exchange gain (loss), net | (1,308) | 1,977 |
Other, net | (272) | (35) |
Total other expense, net | (30,943) | (27,194) |
Loss before income taxes | (34,471) | (15,953) |
Provision for income taxes | 4,313 | 6,056 |
Net loss | (38,784) | (22,009) |
Less: net income attributable to noncontrolling interest | 1,972 | 3,021 |
Net loss attributable to the Corporation | $ (40,756) | $ (25,030) |
Net loss attributable to Corporation per common share: | ||
Basic (usd per share) | $ (4.34) | $ (6.13) |
Diluted (usd per share) | $ (4.34) | $ (6.13) |
Weighted average shares: | ||
Basic (in shares) | 9,386,910 | 4,083,103 |
Diluted (in shares) | 9,386,910 | 4,083,103 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (38,784) | $ (22,009) |
Foreign currency translation loss | (260) | (551) |
Total comprehensive loss | (39,044) | (22,560) |
Less: net income attributable to noncontrolling interest | 1,972 | 3,021 |
Comprehensive loss attributable to the Corporation | $ (41,016) | $ (25,581) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Total Corporation Stockholders’ Equity (Deficit) | Common Stock at Par Value | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss - Foreign Currency Translation | Treasury Stock | Non-controlling Interest |
Beginning balance at Dec. 31, 2015 | $ (30,212) | $ (34,645) | $ 2 | $ 35,763 | $ (66,139) | $ (4,271) | $ 0 | $ 4,433 |
Foreign currency translation | (551) | (551) | (551) | |||||
Distribution to noncontrolling interest | (3,838) | (3,838) | ||||||
Employee share-based compensation | 1,254 | 1,254 | 1,254 | |||||
Grantee election to fund payroll taxes out of restricted stock grant | (9) | (9) | (9) | |||||
Issuance of shares to non-employee directors | 129 | 129 | 129 | |||||
Common stock issued in exchange of senior secured notes for second lien notes | 65,003 | 65,003 | 1 | 65,002 | ||||
Common stock issued to participants in senior loan facility | 28,425 | 28,425 | 28,425 | |||||
Fair value of warrants issued to stockholders | 0 | 1,381 | (1,381) | |||||
Adjustment for reverse stock split | 0 | (2) | 2 | |||||
Legal costs of issuing stock associated with restructuring | (131) | (131) | (131) | |||||
Net income (loss) | (22,009) | (25,030) | (25,030) | 3,021 | ||||
Ending balance at Dec. 31, 2016 | 38,061 | 34,445 | 1 | 131,816 | (92,550) | (4,822) | 0 | 3,616 |
Foreign currency translation | (260) | (260) | (260) | |||||
Distribution to noncontrolling interest | (1,095) | (1,095) | ||||||
Employee share-based compensation | 1,925 | 1,925 | 1,925 | |||||
Purchase of treasury stock | (113) | (113) | (113) | |||||
Loss of control of variable interest entity (see Note 15) | 77 | 77 | ||||||
Net income (loss) | (38,784) | (40,756) | (40,756) | 1,972 | ||||
Ending balance at Dec. 31, 2017 | $ (189) | $ (4,759) | $ 1 | $ 133,741 | $ (133,306) | $ (5,082) | $ 113 | $ 4,570 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating activities: | ||
Net loss attributable to the Corporation | $ (40,756) | $ (25,030) |
Net income attributable to noncontrolling interest | 1,972 | 3,021 |
Net loss | (38,784) | (22,009) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 12,099 | 16,910 |
Amortization of loan issuance costs, debt discount and debt premium | 16,602 | 10,455 |
Capitalization of in kind interest | 4,848 | 3,619 |
Deferred income taxes | 530 | (1,322) |
(Gain)/loss on disposal of property and equipment, net | (101) | 4,542 |
Employee share-based compensation | 1,925 | 1,383 |
Bad debt expense | 0 | 12 |
Unrealized gain on foreign currency transactions | (543) | (2,548) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 21,766 | (37,421) |
Prepaid expenses | (4,420) | (1,060) |
Deferred costs on contracts | 6,546 | (3,489) |
Accounts payable | (4,868) | (8,012) |
Accrued liabilities | (5,933) | 2,153 |
Income and other taxes payable | (7,710) | 12,898 |
Deferred revenue | (6,496) | 4,072 |
Other, net | (14) | (13) |
Net cash used in operating activities | (4,553) | (19,830) |
Investing activities: | ||
Purchase of property and equipment | (2,670) | (3,352) |
Proceeds from disposal of property and equipment | 1,910 | 488 |
Net cash used in investing activities | (760) | (2,864) |
Financing activities: | ||
Borrowings under senior loan facility | 0 | 29,995 |
Payment of senior loan facility fee, debt discount and loan issuance costs | (1,166) | (2,002) |
Credit facility borrowings | 33,401 | 44,470 |
Credit facility repayments | (34,245) | (46,525) |
Purchase of treasury stock | (113) | 0 |
Distribution to noncontrolling interest | (1,095) | (3,838) |
Legal fees for stock issuance associated with restructuring | 0 | (131) |
Other financing activities | (56) | (127) |
Net cash provided by (used in) financing activities | (3,274) | 21,842 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 245 | 1,030 |
Net change in cash, cash equivalents and restricted cash | (8,342) | 178 |
Cash, cash equivalents and restricted cash at the beginning of year | 11,996 | 11,818 |
Cash, cash equivalents and restricted cash at the end of year | 3,654 | 11,996 |
Supplemental disclosures of cash flow information: | ||
Interest paid | 6,154 | 8,462 |
Income taxes paid | 7,668 | 254 |
Non-cash investing and financing activities: | ||
Debt issuance costs included in accounts payable | 550 | 0 |
Capital assets acquired included in accounts payable | 49 | 559 |
Capital assets sold included in accounts receivable | 0 | 1,850 |
Common stock issued to senior loan facility participants | 0 | 28,425 |
Senior secured notes exchanged for equity | 0 | 65,003 |
Accrued interest exchanged for second lien notes | 0 | 7,459 |
Fair value of warrants issued to stockholders | $ 0 | $ 1,381 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2017 | |
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, Southeast Asia, and West Africa 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 27,500 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. |
RESTRUCTURINGS
RESTRUCTURINGS | 12 Months Ended |
Dec. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURINGS | RESTRUCTURINGS 2017 Restructuring On December 19, 2017, the Corporation entered into a restructuring support agreement (the "2017 Restructuring Support Agreement") with holders (the "2017 Supporting Holders") that beneficially own in excess of 85% in principal amount of the Corporation’s 10% Senior Secured Second Lien Notes due 2019 (the "Second Lien Notes") to provide additional liquidity and realign its capital structure to better support operations during the prolonged industry downturn. The following is a summary of the key aspects of the 2017 Restructuring: Exchange of Second Lien Notes for Common Stock, Convertible Preferred Stock and Warrants. The Corporation commenced an offer on December 22, 2017 ("2017 Exchange Offer") to exchange each $1 of Second Lien Notes and 10% Senior Secured Notes due 2019 (the "Senior Secured Notes") held by the holders participating in the 2017 Exchange Offer ("2017 Participating Holders") for (i) 21.8457 shares of newly issued Corporation common stock, (ii) 0.4058 shares of newly issued 8% divided convertible preferred stock (the "Series A Preferred Stock"), (iii) 10.9578 shares of newly issued convertible preferred stock (the "Series B Preferred Stock", together with the Series A Preferred Stock, the "Preferred Stock") and ( iv) 94.7339 newly created Series C Warrants with an exercise price of $0.0001 (the "Series C Warrants"). The 2017 Exchange Offer closed on January 29, 2018 (the "2017 Closing Date"). In connection with the 2017 Exchange Offer, the Corporation also completed a consent solicitation to make certain changes to the indenture for the Second Lien Notes and related security agreements, which among other matters released all the collateral from the liens securing the Second Lien Notes, removed substantially all restrictive covenants and deleted certain events of default. For accounting purposes, the 2017 exchange will be recognized during the first quarter of 2018. A further description of the Second Lien Notes and Senior Secured Notes is provided in Note 8, a further description of the Preferred Stock is provided in Note 13 and a further description of the Series C Warrants is provided in Note 12. Issuance of Common Stock, Preferred Stock, and Series C Warrants. Pursuant to the 2017 Exchange Offer, in exchange for approximately $78,037 of Second Lien Notes, or 91.8% of the principal amount of Second Lien Notes outstanding and $7 of Senior Secured Notes, or less than 1% of the Senior Secured Notes outstanding, the Corporation newly issued (i) 812,321 shares of common stock, (ii) 31,669 shares of Series A Preferred Stock, (iii) 855,195 shares of Series B Preferred Stock, and (iv) 8,286,061 Series C Warrants. Conversion of Mandatorily Convertible Series B Preferred Stock and Series D Warrants . Each outstanding share of Series B Preferred Stock was convertible into 21.7378 shares of common stock or, if an election is made by an eligible holder, into warrants representing the right to receive 21.7378 shares of common stock. On March 6, 2018, all of the Series B Preferred Stock was automatically converted into 4,491,674 shares of common stock and 14,098,370 Series D Warrants with an exercise price of $0.0001 (the "Series D Warrants"). A further description of Series B Preferred Stock is provided in Note 13 and a further description of the Series D Warrants is provided in Note 12. Change in Priority of Secured Indebtedness . After the 2017 Closing Date, the priority claims of the Corporation’s secured indebtedness were (i) the Credit Facility, which is secured by all of the existing collateral on a senior first lien priority basis, (ii) the Senior Loan Facility, which is secured by all of the existing collateral on a junior first lien priority basis, and (iii) the Senior Secured Notes, which are secured by substantially all of the existing collateral on what is effectively a second lien priority basis as a result of the release of the liens on the collateral by the holders of the Second Lien Notes. Maturity Dates on the Senior Loan, Facility and the Credit Facility . Effective February 28, 2018, the maturity dates on the Corporation’s Senior Loan Facility and Credit Facility were set at January 2, 2020 by amendments to those agreements removing provisions allowing for the acceleration of the maturity dates under certain conditions. Board of Directors . As of the 2017 Closing Date, the Board of the Corporation (the "Board of Directors") is comprised of seven directors. As a result of an amendment to the Corporation’s certificate of incorporation and bylaws, effective as of March 5, 2018, each holder of common stock whose holdings exceed nine percent of the total shares of common stock outstanding is entitled to nominate one member of the Board of Directors so long as its respective holdings continue to exceed nine percent. As a result, three of the 2017 Supporting Holders are entitled to nominate a director, and two of them have done so. Senior Management and Share-Based Compensation. The Corporation entered into amendments to the employment agreements with members of its existing senior management. Existing equity grants under the 2016 Amended and Restated Long-Term Incentive Plan vested as of the 2017 Closing Date for all current participants and 178,787 shares of common stock were issued net of income tax and exercise price withholdings. Additionally, the Corporation adopted a new 2018 Long Term Incentive Plan for directors, management and key employees. 2016 Restructuring On June 13, 2016, the Corporation entered into a comprehensive restructuring support agreement (the “2016 Restructuring Support Agreement”) with holders (the “2016 Supporting Holders”) of approximately 66% of the par value of the Senior Secured Notes to address its cash flow and liquidity difficulties and uncertainty regarding the State of Alaska tax credit program, and continued downturn in the oil and natural gas exploration sector. The 2016 Supporting Holders and the Corporation agreed to a comprehensive restructuring of the Corporation’s balance sheet, which included the funding of up to $30 million in new capital (the “2016 Restructuring”). The following is a summary of the key aspects of the 2016 Restructuring: Exchange of Senior Secured Notes for Second Lien Notes. The Corporation commenced an offer on June 24, 2016 (“2016 Exchange Offer”) to exchange each $1 of Senior Secured Notes for (i) $0.50 of newly issued Second Lien Notes and (ii) 46.41 shares of newly issued Corporation common stock (giving effect to a 135-for-1 reverse stock split that was effected in connection with closing of the exchange offer, (the “Reverse Stock Split”). The 2016 Exchange Offer closed on July 27, 2016 (“2016 Closing Date”). In connection with the 2016 Exchange Offer, the Corporation also completed a consent solicitation to make certain proposed limited amendments to the terms of the indenture for the Senior Secured Notes, the related security documents and the existing intercreditor agreement to permit the 2016 Restructuring. For accounting purposes, the 2016 exchange was recognized during the third quarter of 2016. A further description of the terms of the Second Lien Notes and revised terms of the Senior Secured Notes is provided in Note 8. Senior Loan Facility. On June 29, 2016, the Supporting Holders and the Corporation entered into a $30 million multi-draw senior secured term loan facility (the "Senior Loan Facility"). All holders of Senior Secured Notes that participated in the 2016 Exchange Offer were also able to participate in the Senior Loan Facility. Borrowings under the Senior Loan Facility bear interest at a rate of 10% per year, payable monthly. As part of the consideration for providing the Senior Loan Facility, the Corporation issued to the lenders shares equal to 28.2% of the outstanding shares of its common stock as of the 2016 Closing Date, after giving effect to the Reverse Stock Split. A further description of the terms of the Senior Loan Facility is provided in Note 7. Change in Priority of Secured Indebtedness. After the 2016 Closing Date, the priority claims of the Corporation’s secured indebtedness were (i) the credit facility, which was secured by all of the existing collateral on a senior first lien priority basis, (ii) the Senior Loan Facility, which was secured by all of the existing collateral on a junior first lien priority basis, (iii) the Second Lien Notes, which were secured by substantially all of the existing collateral on a second lien priority basis and (iv) the Senior Secured Notes, which were secured by substantially all of the existing collateral on a third lien priority basis. Reverse Stock Split and Issuance of Common Stock. The Corporation’s stockholders approved a 135-for-1 reverse stock split that was effected on the 2016 Closing Date. After the reverse stock split, 9,213,804 shares of common stock, representing 92.69% of the shares outstanding as of the 2016 Closing Date, were issued to the lenders under the Senior Loan Facility and to tendering holders of the Senior Secured Notes. The effect of the Reverse Stock Split on current and prior periods’ earnings per share is discussed in Note 10 and the effect on shares of common stock outstanding is discussed in Note 13. Board of Directors. As of the 2016 Closing Date, the Board of Directors was intended to be comprised of seven directors with the final director appointment made on January 11, 2017. The Board of Directors then consisted of: one member of senior management, four directors chosen by the 2016 Supporting Holders, including one member of senior management, one director chosen by Whitebox Advisors LLC and one director chosen by BlueMountain Capital Management, LLC. Each of Blue Mountain Capital Management, LLC and Whitebox Advisors LLC has the right to choose one director to be nominated by the Corporation for so long as each of their common stock holdings following the 2016 Closing Date exceed 10% of the total shares outstanding. Senior Management and Share-Based Compensation. The Corporation entered into new employment agreements with members of its existing senior management. Existing equity grants under the 2013 Long-Term Incentive Plan vested as of the Closing Date for all current participants. Additionally, the Corporation adopted a management Long Term Incentive Plan, which was amended and restated during 2017 as further discussed in Note 14. Series A Warrants and Series B Warrants. As of the 2016 Closing Date, the Corporation issued warrants to existing holders of its common stock for 4.5% of the outstanding common stock. A further description of the terms of the warrants is provided in Note 12. |
CREDIT CONCENTRATION
CREDIT CONCENTRATION | 12 Months Ended |
Dec. 31, 2017 | |
Accounts, Notes, Loans and Financing Receivable, Classified [Abstract] | |
CREDIT CONCENTRATION | CREDIT CONCENTRATION At December 31, 2017 , the Corporation's largest accounts receivable from one customer was $78.1 million , representing 93% of total consolidated accounts receivable. This customer was relying on monetization of exploration tax credits under a State of Alaska tax credit program (“Tax Credits”), which monetization was historically accomplished by receipt of predictable payments from the State of Alaska or from third party financing sources. Due to changed economic and political circumstances in the State of Alaska, however, substantial uncertainty regarding the timing of payments from the State of Alaska has developed, which affected the availability of funding from other sources, which in turn has affected the timing of the Corporation receiving payments on its account receivable. As a result, as of December 31, 2017, the Corporation classified the entire receivable from the customer as a long-term accounts receivable totaling $78.1 million , including an additional $42.1 million reclassification to long-term accounts receivable during the quarter ended December 31, 2017. As of December 31, 2016, $38.0 million was classified as long-term accounts receivable based on the expected timing to monetize the Tax Credits at that point in time. Due to the customer’s inability to monetize the Tax Credits, the customer assigned $89.0 million of Tax Credits to the Corporation as security so that the Corporation could seek to monetize these Tax Credits and apply the resulting cash, as monetization occurs, toward the customer’s overdue account receivable. As of December 31, 2017, the State of Alaska has completed its audits of approximately $59.1 million of Tax Credit applications. These audits resulted in the Corporation receiving approximately $56.2 million of Tax Credit certificates from the State of Alaska in 2016 and 2017. Subsequent to December 31, 2017, the State of Alaska completed its audit of $8.6 million of Tax Credit applications. This audit and successful appeal of certain previously disallowed expenses resulted in the Corporation receiving an additional $8.3 million and $2.9 million of Tax Credit certificates, for a total of $64.5 million of Tax Credit certificates. In 2018 the Corporation expects that the State of Alaska will complete its audit on the last Tax Credit application for approximately $21.3 million . The Corporation recorded a reduction of the accounts receivable balance of $3.5 million and $10.9 million related to the monetization of Tax Credit certificates during the years ended December 31, 2017 and 2016, respectively, from the sale of some of its Tax Credit certificates at a slight discount to an Alaskan producer of oil and gas that used the certificates to satisfy production taxes it owed to the State of Alaska. The Corporation has identified a number of paths to payment of its account receivable and continues to diligently pursue them. These paths include receiving payment on the account receivable by the following means: (i) receiving cash in payment in full of the Tax Credit certificates from the State of Alaska, (ii) receiving proceeds from the possible issuance by the State of Alaska of bonds to pay its Tax Credit liabilities at a discount, (iii) selling Tax Credit certificates into the secondary market to producers at a discount, (iv) receiving cash from a third party to purchase the Tax Credit certificates at what is likely to be a more substantial discount, (v) receiving license fees from additional licenses of the seismic data produced for the customer and (vi) selling some or all the seismic data produced for the customer. Historically, the State of Alaska annually appropriated the amounts needed to pay all Tax Credit certificates for the prior fiscal year. Falling oil and gas prices have substantially reduced Alaska’s revenue from production taxes resulting in significant Alaskan budget deficits. While the Alaskan legislature has appropriated funds for the last two fiscal years to pay outstanding Tax Credit certificates, the Alaskan Governor has vetoed the line item in each year, and limited the appropriation in the last fiscal year to the statutorily established minimum amount of appropriations. In February 2018, the Corporation was advised by the State of Alaska that, so long as the payment is limited to the statutorily established minimum amount, it should not expect to receive any payments until fiscal year 2021 and possibly should not expect to be fully paid until fiscal year 2024. In addition, the Alaskan Department of Revenue has acted to limit the secondary market for Tax Credit certificates by not only slowing down the timing for auditing Tax Credit applications and for making payments, but also by issuing advisory opinions in the third quarter of 2016 and the first quarter of 2017 that, contrary to earlier advice, effectively cut-off the secondary market for Tax Credit certificates. These advisory rulings cut-off using transferred Tax Credit certificates for prior years’ tax obligations and not allowing them to be used to pay taxes owed below the four percent minimum production tax rate. While in mid-2017, the Alaska legislature subsequently reversed the prohibition on using transferred Tax Credit certificates for prior years' obligations, to date transferred Tax Credit certificates cannot be used to go below the four percent floor, and the secondary market remains inactive. One recent development may accelerate payment of the account receivable. The Governor of Alaska has introduced legislation to allow Alaska to issue bonds to pay-off at a discount its approximately $1.2 billion liability for Tax Credits. There can be no assurance, however, that this alternative will provide a viable means to more quickly monetize the Corporation’s Tax Credit certificates. The Corporation continues to explore all the options described above to monetize the Tax Credit certificates. It continues to believe that selling the certificates at a discount to producers that are able to apply the certificates to reduce their own Alaskan tax liabilities should yet again become a viable monetization option. The Corporation has a contract with a producer that provides that the producer will purchase the Corporation’s Tax Credit certificates to the extent that it can use them to satisfy its tax liabilities. In December 2017 the active Alaskan producers agreed to a $786 million settlement regarding tariffs relating to the Trans Alaskan pipeline with FERC, which FERC approved in March 2018 that will result in significantly increased production taxes being owed by the producers to the State of Alaska. Those taxes could be satisfied by purchase of Tax Credit certificates, at a discount to the face value of the Tax Credit certificate. The Corporation also believes that rising oil prices may increase the market for the Tax Credit certificates, but there can be no assurance that prices will increase sufficient to improve the market or when it might occur. The Corporation has other possible ways to receive payments on its account receivable that do not involve monetization of the Tax Credits. The Corporation continues to assist the customer in actively marketing and licensing the seismic data it collected on behalf of the customer. Licensing revenues received must be paid to the Corporation in satisfaction of the Corporation's account receivable. In addition, subject to any licenses granted, the customer has the right to sell the data and apply the proceeds to the Corporation's receivable. The Corporation believes that the receipt of these licensing revenues and sales proceeds may be sufficient to cover the difference between the outstanding account receivable and the cash it is able to generate by monetization of the Tax Credits, but there can be no assurance that it will occur or when any such payments will be received. A risk exists that any monetization of the Tax Credit certificates will require a selling at a discount, and that the discount may be substantial, resulting in proceeds insufficient to fully repay the customer’s outstanding account receivable. Should this result, and the Corporation does not receive additional payments from either licensing or selling of the seismic data, the Corporation may be required to record an impairment to the amount due from the customer. At this point, however, the Corporation does not believe that it is probable that the account receivable was impaired as of December 31, 2017, due in main part to the fact that the State of Alaska is obligated to fully fund its Tax Credit certificate liabilities regardless of the timing of such payments. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying consolidated financial statements include the accounts of SAExploration Holdings, Inc., its wholly-owned subsidiaries and controlled entities. All 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 statement of cash flows for the year ended December 31, 2017 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, or stockholders' equity (deficit). 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 17. 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. As of December 31, 2017 and 2016, a significant portion of our receivables are due from one customer as further described in Note 3. 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 that 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, 2017 and 2016 , the balance of cash in subsidiaries outside of the United States totaled $ 2,508 and $ 5,960 , respectively. Restricted Cash Restricted cash consists primarily of cash collateral for labor claims, office rental, cash in another country restricted by exchange control regulations 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 5% and 19% of the Corporation's trade accounts receivable at December 31, 2017 and 2016 , respectively, 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 $ 1,477 and $ 7,975 at December 31, 2017 and 2016 , 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. The Corporation uses its best estimate of selling price when allocating multiple-element arrangement consideration. 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 the results of operations for such period. 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, 2017 or 2016 . 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 2017 and 2016 evaluations of goodwill concluded that it was no t 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 (which approximates amortization using the interest method) and recorded in interest expense. 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. The Corporation has historically and continues to assert that foreign earnings are permanently reinvested. While the Corporation has not currently changed the assertion with respect to foreign earnings compared to prior years, the Corporation is currently evaluating the impact of U.S. Tax Reform on the global structure and any associated impacts it may have on the Corporation’s assertion on a go forward basis and as such have not included a provisional estimate of the impact. See Note 11, “Income Taxes”, for additional information regarding U.S. Tax Reform. The U.S. Tax Reform Act includes two new U.S. tax base erosion provisions, the GILTI provisions and the BEAT provisions. The GILTI provisions require the Corporation to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. The Corporation has elected to account for GILTI tax in the period in which it is incurred, and therefore has not provided any deferred tax impacts of GILTI in its consolidated financial statements for year ended December 31, 2017. The BEAT provision in the Tax Reform Act eliminate the deduction of certain base-erosion payments made to related foreign corporations, and impose a minimum tax if greater than regular tax. Starting January 1, 2018, the Corporation will account for BEAT in the period in which it is incurred to the extent the Corporation is subject to it. 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 (loss). 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 recognized as they occur except in certain circumstances where they are required to be estimated. 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 variable interest entities in Note 15. 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, accounts payable, accrued liabilities, borrowings under the credit facility and borrowings under the senior loan facility. 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, 2017 and 2016 . 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 has completed its assessment of the impact of the standard on its consolidated financial statements and related disclosures. The Corporation adopted the standard using the modified retrospective method on January 1, 2018. The modified retrospective method requires a company to recognize the cumulative effect of initially applying the new standard as an adjustment to retained earnings. The Corporation had no adjustment to retained earnings as a result of initially applying the standard. The adoption of this standard affects the timing in which the Corporation recognizes certain miscellaneous revenues of its contracts and requires expanded disclosure. The Corporation does not expect the adoption of this standard to have a material effect on the financial position, results of operations, and cash flows on an ongoing basis. 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 adopted this guidance effective January 1, 2017. The Corporation's adoption of this guidance had no 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. 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 adjustm |
DETAIL OF SELECTED BALANCE SHEE
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS | DETAIL OF SELECTED BALANCE SHEET ACCOUNTS Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheet to the amounts shown in the consolidated statements of cash flows. December 31, 2017 2016 Cash and cash equivalents $ 3,613 $ 11,460 Restricted cash 41 536 Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows $ 3,654 $ 11,996 Restricted cash primarily consists of cash collateral for labor claims, office rental and cash in another country restricted by exchange control regulations. During the year ended December 31, 2017 , a variable interest entity in West Africa ("SAE Nigeria") that the Corporation previously controlled entered into multiple physical trades of the Naira currency (classified as restricted cash) for US dollars at various exchange rates. The US dollars received in the trades are no longer subject to exchange control regulations. As a result of these trades, a foreign exchange loss of $1,310 was recognized during the year ended December 31, 2017 . As of December 31, 2017, the Corporation no longer controls SAE Nigeria. For further information on this entity, see Note 15. Accounts Receivable Accounts receivable is comprised of the following: December 31, 2017 2016 Current: Accounts receivable $ 6,117 $ 69,733 Less: allowance for doubtful accounts (12 ) (12 ) Accounts receivable, net $ 6,105 $ 69,721 Noncurrent: Accounts receivable $ 78,102 $ 37,984 Less: allowance for doubtful accounts — — Accounts receivable, net, noncurrent $ 78,102 $ 37,984 Changes in the allowance for doubtful accounts were as follows: Years Ended December 31, 2017 2016 Beginning balance $ 12 $ — Charges to expense — 12 Write-offs — — Ending balance $ 12 $ 12 Prepaid Expenses Prepaid expenses include the following: December 31, 2017 2016 Income taxes $ 1,278 $ — Deposits 459 1,310 Debt restructuring costs 2,904 — Other 1,754 667 Total prepaid expenses $ 6,395 $ 1,977 Property and Equipment Property and equipment is comprised of the following: December 31, Estimated Useful Life 2017 2016 Field operating equipment 3 – 10 years $ 82,295 $ 80,780 Vehicles 3 – 5 years 15,914 15,905 Leasehold improvements 2 – 5 years 328 511 Software 3 – 5 years 2,065 2,081 Computer equipment 3 – 5 years 4,055 4,005 Office equipment 3 – 10 years 938 921 105,595 104,203 Less: accumulated depreciation and amortization (72,649 ) (61,444 ) Property and equipment, net $ 32,946 $ 42,759 Total depreciation and amortization expense related to property and equipment for the years ended December 31, 2017 and 2016 was $ 12,002 and $ 16,815 , respectively, of which $ 11,725 and $ 16,410 , respectively, was recorded in cost of services and $ 277 and $ 405 , respectively, was recorded in selling, general and administrative expense. During the year ended December 31, 2016, the Corporation sold a group of ocean bottom nodes and supporting equipment for aggregate net proceeds of $1,850 , which resulted in a pretax loss of $4,580 . Goodwill Changes in the carrying value of goodwill were as follows: Balances at December 31, 2015 $ 1,658 Foreign currency translation adjustment 53 Balances at December 31, 2016 1,711 Foreign currency translation adjustment 121 Balances at December 31, 2017 $ 1,832 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 Balances at December 31, 2015 $ 1,329 $ (540 ) $ 789 Amortization expense — (95 ) (95 ) Foreign currency translation adjustment 27 — 27 Balances at December 31, 2016 1,356 (635 ) 721 Amortization expense — (97 ) (97 ) Foreign currency translation adjustment 47 — 47 Balances at December 31, 2017 $ 1,403 $ (732 ) $ 671 Intangible assets consist of customer relationships recorded in connection with the 2011 Datum Exploration Ltd. acquisition. At inception, the weighted average useful life of customer relationships at December 31, 2017 and 2016 was 13 years. Future amortization expense is as follows: 2018 $ 94 2019 94 2020 94 2021 94 2022 94 Thereafter 201 Total $ 671 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 Balances at December 31, 2015 $ 852 $ (331 ) $ 521 Senior loan facility issuance costs 30,082 30,082 Amortization expense — (9,747 ) (9,747 ) Balances at December 31, 2016 30,934 (10,078 ) 20,856 Senior loan facility amendment costs 914 — 914 Amortization expense — (16,387 ) (16,387 ) Reclass (852 ) 821 (31 ) Balances at December 31, 2017 $ 30,996 $ (25,644 ) $ 5,352 Loan issuance costs incurred for the credit agreement signed in November 2014 were capitalized during the year ended December 31, 2014 and are being amortized over three years . In September 2017, the credit agreement was modified to a term loan and the associated loan issuance costs were reclassified to the balance of the term loan. See Note 6 for further discussion. Loan issuance costs incurred for the Senior Loan Facility signed in June 2016 were capitalized during the year ended December 31, 2016 and are being amortized over 18 months. In September 2017, the Senior Loan Facility was modified and extended and the costs associated with the extension were capitalized and are being amortized over the extended life of the Senior Loan Facility. See Note 7 for further discussion. Accrued Liabilities Accrued liabilities include the following: December 31, 2017 2016 Accrued payroll liabilities $ 2,781 $ 7,432 Accrued interest 1,877 106 Other accrued liabilities 1,653 5,212 Total accrued liabilities $ 6,311 $ 12,750 |
CREDIT FACILITY
CREDIT FACILITY | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
CREDIT FACILITY | CREDIT FACILITY On September 22, 2017, SAExploration, Inc. (“Borrower”), the Corporation, and the Corporation’s other domestic subsidiaries entered into the First Amended and Restated Credit and Security Agreement (the "Credit Agreement") with the lenders from time to time party thereto and Cantor Fitzgerald Securities, as agent (the "Agent"). The Credit Agreement amends and restates the Credit and Security Agreement dated as of November 6, 2014 and as amended on June 29, 2016 (the "Prior Credit Agreement") by and among the Borrower, the Guarantors, and Wells Fargo Bank, National Association as lender (the "Original Lender"). Immediately prior to entering into the Credit Agreement, the Original Lender sold its interest in the Prior Credit Agreement upon entering into the Loan Assignment, Assumption and Indemnity Agreement (the "Assignment Agreement") with the Agent who subsequently assigned those rights and obligations to one of the Corporation's Supporting Holders (the "Assignee"). Two additional holders elected to join the Credit Agreement (together with the Assignee, the "Lenders"), including one holder as further described in Note 19. On December 22, 2017, the parties entered into an amendment to the Credit Agreement ("First Amendment") which among other things: (1) increased the maximum borrowings to $20,000 from $16,000 and (2) added two additional lenders. The First Amendment was accounted for as a modification in the year ended December 31, 2017. The Credit Agreement provides for up to $20,000 in borrowings secured primarily by the Borrower's North American assets, mainly accounts receivable and equipment subject to certain exclusions (the "Credit Facility"). The proceeds of the Credit Facility will primarily be used to fund the Borrower's working capital needs for its operations and for general corporate purposes. As of December 31, 2017 , borrowings outstanding under the Credit Facility were: December 31, 2017 Principal outstanding $ 5,000 Less: unamortized deferred loan issuance costs (599 ) Total Credit Facility outstanding $ 4,401 Additional borrowings under the Credit Facility are subject to the Lenders’ sole discretion and must be in minimum increments of $1,000 . In addition to the above and among other things, the Credit Agreement revised the Prior Credit Agreement to: • eliminate the ability to redraw borrowings once repaid and placed certain restrictions on the ability to repay borrowings; • eliminate the sub-facility for letters of credit; • provide for mandatory prepayment with any proceeds from Tax Credits that exceeded $15,000 , unless waived by the Lenders; and • remove certain covenants including those to maintain a minimum EBITDA specified above and to maintain eligible equipment of a certain amount. The Credit Agreement was accounted for as a modification during the year ended December 31, 2017. In connection with the Credit Agreement, deferred loan issuance costs totaling $782 were recorded in the year ended December 31, 2017 consisting of $400 of fees, payable to the Lenders, and $382 of legal and investment banking costs. Borrowings made under the Credit Facility bear interest at a rate of 10.25% per annum for the period from September 22, 2017 through and including March 22, 2018, 10.75% per annum for the period from March 23, 2018 through and including September 22, 2018 and 11.75% per annum for the period from September 23, 2018 and thereafter. The parties entered into Amendment No. 2 to the Credit Agreement on February 28, 2018 to provide that the Credit Facility matures on January 2, 2020. The Credit Agreement contains covenants including, but not limited to (i) commitments to maintain and deliver to the Lenders, as required, certain financial reports, records and other items and (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. The Credit Agreement also contains representations, warranties, covenants and other terms and conditions, including relating to the payment of fees to the Lenders, which are customary for agreements of this type. The Corporation is in compliance with the Credit Agreement covenants as of December 31, 2017. Prior Credit Agreement Borrowings outstanding under the Prior Credit Agreement were $5,844 as of December 31, 2016. Borrowings made under the Prior Credit Agreement bore interest, payable monthly, at a rate of daily three months LIBOR plus 3% ( 4.00% at December 31, 2016 ). The Prior Credit Agreement had a maturity date of November 6, 2017, unless terminated earlier. The Prior Credit Agreement also included a sub-facility for letters of credit in amounts up to the lesser of the available borrowing base or $10,000 . Letters of credit were subject to Lender approval and a fee that accrued 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 Credit Facility amount reduced by outstanding borrowings and letters of credit is payable monthly. As of December 31, 2016 , there were no letters of credit outstanding under the sub-facility and the sub-facility was eliminated in the Credit Agreement. |
SENIOR LOAN FACILITY
SENIOR LOAN FACILITY | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
SENIOR LOAN FACILITY | SENIOR LOAN FACILITY On June 29, 2016, the Corporation, as borrower, and each of the Corporation’s domestic subsidiaries, as guarantors (the “Guarantors”), entered into the Senior Loan Facility with the Supporting Holders of the Senior Secured Notes. In addition to the Supporting Holders, one additional holder of the senior secured notes subsequently elected to participate as a lender in the Senior Loan Facility as discussed in Note 19. The lender's funding obligations are based on their proportionate ownership of the Senior Secured Notes. The Senior Loan Facility provides funding up to a maximum borrowing amount of $30,000 . Under the terms of the Senior Loan Facility, $15,000 became immediately available and the remaining $15,000 became available when the Corporation entered into Amendment No. 1 to the Senior Loan Facility on October 24, 2016. As of December 31, 2017 and 2016 , borrowings of $29,995 were outstanding under the Senior Loan Facility. On September 8, 2017, the Corporation entered into Amendment No. 2 to the Senior Loan Facility (the "Second Amendment") that amended and extended a majority of the Senior Loan Facility held by consenting lenders representing $29,000 of the total principal outstanding (the "Extended Loans"). The Second Amendment, among other things, for the Extended Loans: • extended the maturity date to January 2, 2020 ; but provided that the maturity would be January 2, 2019 if there are any outstanding Senior Secured Notes or Second Lien Notes at that time; • increased the interest rate from 10% per year to 10.5% beginning on September 8, 2017 to, but not including, February 8, 2018, 11.5% per year for the succeeding six-month period, and 12.5% per year thereafter until the maturity, payable monthly in cash; • provided for a mandatory prepayment with the proceeds from any Tax Credit; and • provided for a call premium with respect to certain prepayments. On February 28, 2018, the Corporation entered into Amendment No. 3 to the Senior Loan Facility to provide that the Senior Loan Facility matures on January 2, 2020. The remaining $995 of advances under the Senior Loan Facility (the "Residual Loans") remained under the original terms of the Senior Loan Facility where borrowings bear interest at a rate of 10% per year, payable monthly and the maturity date is January 2, 2018, unless terminated earlier. The Residual Loans also require mandatory prepayment from the proceeds of any Tax Credit after the Corporation has received $15,000 in proceeds from the Tax Credits. The Residual Loans matured January 2, 2018, and were paid off. The Second Amendment was accounted for as a modification during the year ended December 31, 2017. In connection with the Second Amendment, deferred loan issuance costs totaling $914 were recorded in the year ended December 31, 2017. The deferred loan issuance costs recorded during these periods consisted of $600 of fees, which were paid to the lenders, and $314 of legal and investment banking costs. In connection with the initial borrowing, costs totaling $30,082 were recorded as a deferred loan issuance cost on the balance sheet in the year ended December 31, 2016. The deferred loan issuance costs recorded in 2016 related to the initial debt issuance included a $600 facility fee, legal and investment banking costs, and $28,425 for the fair value of 2,803,302 shares of the Corporation's common stock issued to the lenders on July 27, 2016. The fair value of the common stock was determined using the probability-weighted expected return method based on a combination of the income and market approaches and a mergers and acquisition scenario. The Senior Loan Facility is secured by substantially all of the collateral securing the obligations under (i) the Credit Agreement (ii) the Senior Secured Notes and (iii) the Second Lien Notes, including the receivable due to the Corporation discussed in Note 3. This security interest is junior to the security interest in such collateral securing the obligations under the Credit Facility and senior to the security interests in such collateral securing the obligations under the Second Lien Notes and the Senior Secured Notes. The Senior Loan Facility contains negative covenants that restrict the Corporation’s and the Guarantors’ ability to incur indebtedness, create or incur liens, enter into fundamental changes to the Corporation’s corporate structure or to the nature of the Corporation’s business, dispose of assets, permit a change in control to occur, make certain prepayments, other payments and distributions, make certain investments, enter into affiliate transactions or make certain distributions, and requires that the Corporation maintain and deliver certain financial reports, projections, records and other items. The Senior Loan Facility also contains customary representations, warranties, covenants and other terms and conditions, including relating to the payment of fees to the Senior Loan Facility agent and the lenders, and customary events of default. The Corporation was in compliance with the Senior Loan Facility covenants as of December 31, 2017. On June 29, 2016, the Corporation, the guarantors party thereto (the “Existing Notes Guarantors”) and Wilmington Savings Fund Society, FSB (successor to U.S. Bank National Association), as trustee for the Senior Secured Notes (the “Existing Trustee”), entered into a first supplemental indenture (the “Supplemental Indenture”) to the indenture governing the Senior Secured Notes (the “Existing Indenture”). The Supplemental Indenture modified the Existing Indenture to, among other things, permit the incurrence of additional secured indebtedness pursuant to the Senior Loan Facility and the issuance of the Second Lien Notes in the Exchange Offer. The Supplemental Indenture includes additional changes necessary to give effect to the 2016 Restructuring and directed the Existing Trustee, in its capacity as noteholder collateral agent for the Senior Secured Notes, to enter into the Amended and Restated Intercreditor Agreement and the amendment to the Existing Security Agreement, each as described below, on behalf of the Existing Holders. The material terms of the Existing Indenture, other than the amendments summarized above, remain substantially as set forth in the Existing Indenture. On June 29, 2016, Wells Fargo, in its capacity as lender and collateral agent under the Prior Credit Agreement, Wilmington Savings Fund Society, FSB (successor to U.S. Bank National Association), in its capacity as trustee and collateral agent for the Senior Secured Notes ("Noteholder Collateral Agent"), and Delaware Trust Corporation, in its capacity as administrative agent and collateral agent for the Senior Loan Facility, amended and restated the Intercreditor Agreement, dated as of November 6, 2014, by and between Wells Fargo and Wilmington Savings Fund Society, FSB (as successor to U.S. Bank National Association) (the “Existing Intercreditor Agreement” and as amended and restated, the “Amended and Restated Intercreditor Agreement”), to govern the relationship of the Existing Holders, the holders of Second Lien Notes, and the lenders under the Corporation’s Credit Facility and Senior Loan Facility, with respect to the collateral and certain other matters. On September 22, 2017, the Assignment Agreement was entered into between the Original Lender under the Prior Credit Agreement and the Agent as further described in Note 6. As a result of the Assignment Agreement, the Agent has succeeded Wells Fargo in its capacity as administrative agent and collateral agent for the Credit Facility under the Amended and Restated Intercreditor Agreement. The Amended and Restated Intercreditor Agreement, among other things, modifies the terms of the Existing Intercreditor Agreement to (i) establish the relative priorities, rights, obligations and remedies with respect to the collateral among the Existing Holders, the holders of the Second Lien Notes, the lenders under the Credit Facility, the lenders under the Senior Loan Facility, the holders of future debt that is permitted to share the security interests currently held by them and the collateral agents of the foregoing (collectively, the “Secured Parties”); and (ii) modify the terms of the Existing Intercreditor Agreement to permit the holders of obligations under the Senior Loan Facility and the Second Lien Notes to share the security interests currently held by the Existing Holders and Wells Fargo as the lender under the Credit Facility as follows: • the obligations under the Credit Facility are secured by all of the existing collateral on a senior first lien priority basis; • the obligations under the Senior Loan Facility are secured by all of the existing collateral on a junior first lien priority basis; • the obligations under the Second Lien Notes are secured by substantially all of the existing collateral on a second lien priority basis; and • the obligations under the Senior Secured Notes are secured by substantially all of the existing collateral on a third lien priority basis. In addition, the Amended and Restated Intercreditor Agreement provides that, following a triggering event, as among the Secured Parties, the Senior Representative (defined below) will have the right (subject to a purchase option by the other Secured Parties) to, or the right to direct any other collateral agent to, adjust or settle insurance policies or claims in the event of any loss thereunder relating to insurance proceeds with respect to collateral, to approve any award granted in any condemnation or similar proceeding affecting such insurance proceeds and to enforce rights, exercise remedies and discretionary rights and powers with respect to collateral. The Secured Parties agreed that if the Corporation or any guarantor becomes subject to a case under the U.S. Bankruptcy Code, the Secured Parties will only be permitted to object to a debtor-in-possession financing or the use of cash collateral if the Secured Parties for which the Senior Representative is the collateral agent also object. The “Senior Representative” under the Amended and Restated Intercreditor Agreement is Wells Fargo as the Credit Facility agent, until the obligations under the Credit Facility have been discharged in full, after which the Senior Loan Facility agent will be the Senior Representative; and once the Credit Facility agent and the Senior Loan Facility agent each cease to be the Senior Representative and the obligations under each of the Credit Facility and Senior Loan Facility have been discharged in full, the Senior Representative will be Wilmington Savings Fund Society, FSB, as the New Noteholder Collateral Agent. The material terms of the Amended and Restated Intercreditor Agreement, other than those summarized above, remain substantially as set forth in the Existing Intercreditor Agreement, except that the Noteholder Collateral Agent will no longer have a first-priority security interest in the “Noteholder Priority Collateral” (as such term is defined in the Existing Intercreditor Agreement). On June 29, 2016, the Corporation and the Senior Secured Notes Guarantors, as pledgors, also entered into an amendment (the “Security Agreement Amendment”) to the Security Agreement, dated as of July 2, 2014 (as amended from time to time, the “Existing Security Agreement”), with Wilmington Savings Fund Society, FSB, as Noteholder Collateral Agent for the Senior Secured Notes. The Security Agreement Amendment introduced conforming changes to reflect the provisions incorporated into the Amended and Restated Intercreditor Agreement. On January 26, 2018, the parties to the Existing Security Agreement entered into Amendment No. 1 to the Security Agreement to release the collateral securing the Corporation's and Guarantor's obligations relating to the Second Lien Notes. NOTES PAYABLE Notes payable consist of the following: December 31, 2017 2016 10% second lien notes due 2019: Carrying value, including cumulative paid-in-kind interest of $8,467 and $3,619 as of December 31, 2017 and 2016, respectively $ 85,239 $ 80,536 Less: unamortized debt discount (189 ) (298 ) Total second lien notes outstanding 85,050 80,238 10% senior secured notes due 2019: Principal outstanding 1,872 1,872 Less: unamortized deferred loan issuance costs (25 ) (42 ) Total senior secured notes outstanding 1,847 1,830 Total notes payable outstanding (long-term) $ 86,897 $ 82,068 Senior Secured Notes On July 2, 2014, the Corporation entered into an Indenture (as amended the "Indenture") under which it issued $150,000 of senior secured notes due July 15, 2019, in a private offering. Those Notes were exchanged on June 29, 2015 for an equal amount of new senior secured notes ("Senior Secured Notes"), which were substantially identical in terms to the existing senior secured notes except that the Senior Secured Notes were registered under the Securities Act. The Senior Secured 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 Corporation has the right to redeem some or all of the Senior Secured 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 July 15, 2017 and prior to July 15, 2018 105.0% On and after July 15, 2018 100.0% Subject to certain exceptions, upon the occurrence of a Change of Control (as defined in the Indenture), each holder of Senior Secured Notes has the right to require the Corporation to purchase that holder’s Senior Secured 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 Senior Secured Notes has the right to require the Corporation to purchase that holder’s Senior Secured 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 Senior Secured Notes were secured by the collateral described in the Existing Security Agreement and governed by the Amended and Restated Intercreditor Agreement, all as described in Note 7. 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 Senior Secured Notes. The Corporation was in compliance with the Indenture covenants as of December 31, 2017 . Exchange of Senior Secured Notes for 10% Second Lien Notes due 2019 in the 2016 Restructuring As discussed in Note 2, the Corporation commenced an offer on June 24, 2016 to exchange each $1 of the Senior Secured Notes for (i) $0.50 of newly issued 10% Second Lien Notes due 2019 and (ii) 46.41 shares of newly issued Corporation common stock (giving effect to a 135-for-1 reverse stock split that was effected in connection with closing of the 2016 Exchange Offer). The 2016 Exchange Offer closed on July 27, 2016. On the 2016 Closing Date, a total of $138,128 face value of the Senior Secured Notes were exchanged for (i) $76,523 Second Lien Notes, including $7,459 Second Lien Notes representing accrued and unpaid interest and (ii) 6,410,502 shares of Corporation common stock. The 2016 exchange was accounted for as a modification during the year ended December 31, 2016. The Second Lien Notes were recorded at the net carrying value of the Senior Secured Notes exchanged of $134,522 , less the fair value of the Corporation common stock issued to participating noteholders of $65,003 , plus the accrued and unpaid interest of $7,459 included in the exchange. The resulting $455 excess of carrying value over face value of the Second Lien Notes is being amortized to interest expense over the term of the Second Lien Notes. The fair value of the common stock was determined using the probability-weighted expected return method based on a combination of the income and market approaches and a mergers and acquisition scenario. Costs incurred by the participating noteholders during the 2016 exchange of $345 were recognized as debt discount and are being amortized over the term of the Second Lien Notes. In connection with the 2016 Exchange Offer, the Corporation also completed a consent solicitation to make certain amendments to the terms of the Indenture for the Senior Secured Notes, the related security documents and the existing intercreditor agreement to permit the 2016 Restructuring as discussed in Note 7. The terms of the Second Lien Notes issued in the 2016 Restructuring were set forth in an indenture (the "Second Lien Note Indenture") and are substantially similar to the Indenture relating Senior Secured Notes with the following modifications: • The Second Lien Notes have a maturity date of September 24, 2019, provided that, if any of the Senior Secured Notes remain outstanding as of March 31, 2019, the maturity date of the Second Lien Notes will become due on April 14, 2019 upon the affirmative vote of the holders of a majority of the then-outstanding Second Lien Notes. • The liens securing the Second Lien Notes are junior to the liens securing the Senior Loan Facility and the Credit Facility, and are senior to the liens securing the Senior Secured Notes. • In addition to the exchange consideration, each participating holder received accrued and unpaid interest on its tendered Senior Secured Notes that were accepted for exchange from their last interest payment date of January 15, 2016 to, but not including, the settlement date, which was paid in the form of Second Lien Notes with a principal amount equal to the amount of such accrued and unpaid interest totaling $7,459 . • Interest on the Second Lien Notes is payable quarterly. The Corporation had the option to pay interest on the Second Lien Notes in kind with additional Second Lien Notes for the first twelve months of interest payment dates of interest payment dates, provided that, if the Corporation made the election, the interest on the Second Lien Notes for such in kind payments would accrue at a per annum rate 1% percent higher than the cash interest rate of 10% . The Corporation elected to pay interest in kind during the years ended December 31, 2017 and 2016 of $4,848 and $3,619 , respectively, which has been capitalized within the Second Lien Note balance. • The Second Lien Notes have a special redemption right at par of up to $35 million of the issuance to be paid out of the proceeds of the Alaska Tax Credit certificates and is conditioned upon payment in full of the Credit Facility and the Senior Loan Facility. • The Second Lien Notes include a make-whole provision requiring that if the Second Lien Notes are accelerated or otherwise become due and payable prior to their stated maturity due to an Event of Default (including but not limited to a bankruptcy or liquidation of the Corporation (including the acceleration of claims by operation of law)), then the applicable premium payable with respect to an optional redemption will also be immediately due and payable, along with the principal of, accrued and unpaid interest on, the Second Lien Notes and constitutes part of the obligations in respect thereof as if such acceleration were an optional redemption of the Second Lien Notes, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each holder’s lost profits as a result thereof. The Second Lien Note Indenture contains substantially the same covenants as the Indenture. The Corporation was in compliance with the Second Lien Note Indenture covenants as of December 31, 2017. Exchange of Senior Secured Notes and Second Lien Notes for Equity in the 2017 Restructuring As discussed in Note 2, as part of the 2017 Restructuring, in exchange for $78,037 in aggregate principal amount of Second Lien Notes, plus accrued and unpaid interest from and including January 15, 2018 thereon, representing approximately 91.8% of the outstanding aggregate principal amount of the Second Lien Notes accepted for exchange in the 2017 Exchange Offer, and $7 in aggregate principal amount of Senior Secured Notes, plus accrued and unpaid interest from and including January 15, 2018 thereon, representing less than 1% of the outstanding aggregate principal amount of the Senior Secured Notes accepted for exchange in the 2017 Exchange Offer, the Corporation newly issued: (i) 812,321 shares of common stock, (ii) 31,669 shares of Series A perpetual convertible preferred stock, (iii) 855,195 shares of Series B convertible preferred stock, and (iv) 8,286,061 Series C Warrants to purchase 8,286,061 shares of common stock. Concurrent with the 2017 Exchange Offer, the Corporation solicited consents related to the adoption of proposed amendments to the Second Lien Note Indenture and the Indenture governing the Senior Secured Notes. Holders of approximately 91.8% of the principal amount of the Second Lien Notes delivered their consents to adopt the proposed amendments to the Second Lien Note Indenture to remove a number of restrictive covenants, to eliminate some events of default, and to release the collateral securing repayment of the Second Lien Notes. Holders of the Senior Secured Notes did not consent to the adoption of the proposed amendments to the Indenture governing the Senior Secured Notes, including the collateral release. As a result, the Senior Secured Notes continue to be secured by the collateral. On January 26, 2018, the Corporation entered into a first supplemental indenture to the Second Lien Note Indenture and a first amendment to the security agreement relating to the Second Lien Notes to effect the proposed amendments and collateral release with respect to the Second Lien Notes. Future Principal Payments for Notes Payable Required future principal payments for notes payable outstanding at December 31, 2017 are as follows during the years ending December 31: Amount 2018 $ — 2019 86,861 2020 — 2021 — 2022 — Thereafter — Total $ 86,861 As of the 2017 Closing Date, there remain outstanding $1,865 in principal amount of the Senior Secured Notes and $6,952 in principal amount of the Second Lien Notes, all of which continue to be governed by the Indenture and the Second Lien Note Indenture, respectively, all of which will mature in 2019. |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | SENIOR LOAN FACILITY On June 29, 2016, the Corporation, as borrower, and each of the Corporation’s domestic subsidiaries, as guarantors (the “Guarantors”), entered into the Senior Loan Facility with the Supporting Holders of the Senior Secured Notes. In addition to the Supporting Holders, one additional holder of the senior secured notes subsequently elected to participate as a lender in the Senior Loan Facility as discussed in Note 19. The lender's funding obligations are based on their proportionate ownership of the Senior Secured Notes. The Senior Loan Facility provides funding up to a maximum borrowing amount of $30,000 . Under the terms of the Senior Loan Facility, $15,000 became immediately available and the remaining $15,000 became available when the Corporation entered into Amendment No. 1 to the Senior Loan Facility on October 24, 2016. As of December 31, 2017 and 2016 , borrowings of $29,995 were outstanding under the Senior Loan Facility. On September 8, 2017, the Corporation entered into Amendment No. 2 to the Senior Loan Facility (the "Second Amendment") that amended and extended a majority of the Senior Loan Facility held by consenting lenders representing $29,000 of the total principal outstanding (the "Extended Loans"). The Second Amendment, among other things, for the Extended Loans: • extended the maturity date to January 2, 2020 ; but provided that the maturity would be January 2, 2019 if there are any outstanding Senior Secured Notes or Second Lien Notes at that time; • increased the interest rate from 10% per year to 10.5% beginning on September 8, 2017 to, but not including, February 8, 2018, 11.5% per year for the succeeding six-month period, and 12.5% per year thereafter until the maturity, payable monthly in cash; • provided for a mandatory prepayment with the proceeds from any Tax Credit; and • provided for a call premium with respect to certain prepayments. On February 28, 2018, the Corporation entered into Amendment No. 3 to the Senior Loan Facility to provide that the Senior Loan Facility matures on January 2, 2020. The remaining $995 of advances under the Senior Loan Facility (the "Residual Loans") remained under the original terms of the Senior Loan Facility where borrowings bear interest at a rate of 10% per year, payable monthly and the maturity date is January 2, 2018, unless terminated earlier. The Residual Loans also require mandatory prepayment from the proceeds of any Tax Credit after the Corporation has received $15,000 in proceeds from the Tax Credits. The Residual Loans matured January 2, 2018, and were paid off. The Second Amendment was accounted for as a modification during the year ended December 31, 2017. In connection with the Second Amendment, deferred loan issuance costs totaling $914 were recorded in the year ended December 31, 2017. The deferred loan issuance costs recorded during these periods consisted of $600 of fees, which were paid to the lenders, and $314 of legal and investment banking costs. In connection with the initial borrowing, costs totaling $30,082 were recorded as a deferred loan issuance cost on the balance sheet in the year ended December 31, 2016. The deferred loan issuance costs recorded in 2016 related to the initial debt issuance included a $600 facility fee, legal and investment banking costs, and $28,425 for the fair value of 2,803,302 shares of the Corporation's common stock issued to the lenders on July 27, 2016. The fair value of the common stock was determined using the probability-weighted expected return method based on a combination of the income and market approaches and a mergers and acquisition scenario. The Senior Loan Facility is secured by substantially all of the collateral securing the obligations under (i) the Credit Agreement (ii) the Senior Secured Notes and (iii) the Second Lien Notes, including the receivable due to the Corporation discussed in Note 3. This security interest is junior to the security interest in such collateral securing the obligations under the Credit Facility and senior to the security interests in such collateral securing the obligations under the Second Lien Notes and the Senior Secured Notes. The Senior Loan Facility contains negative covenants that restrict the Corporation’s and the Guarantors’ ability to incur indebtedness, create or incur liens, enter into fundamental changes to the Corporation’s corporate structure or to the nature of the Corporation’s business, dispose of assets, permit a change in control to occur, make certain prepayments, other payments and distributions, make certain investments, enter into affiliate transactions or make certain distributions, and requires that the Corporation maintain and deliver certain financial reports, projections, records and other items. The Senior Loan Facility also contains customary representations, warranties, covenants and other terms and conditions, including relating to the payment of fees to the Senior Loan Facility agent and the lenders, and customary events of default. The Corporation was in compliance with the Senior Loan Facility covenants as of December 31, 2017. On June 29, 2016, the Corporation, the guarantors party thereto (the “Existing Notes Guarantors”) and Wilmington Savings Fund Society, FSB (successor to U.S. Bank National Association), as trustee for the Senior Secured Notes (the “Existing Trustee”), entered into a first supplemental indenture (the “Supplemental Indenture”) to the indenture governing the Senior Secured Notes (the “Existing Indenture”). The Supplemental Indenture modified the Existing Indenture to, among other things, permit the incurrence of additional secured indebtedness pursuant to the Senior Loan Facility and the issuance of the Second Lien Notes in the Exchange Offer. The Supplemental Indenture includes additional changes necessary to give effect to the 2016 Restructuring and directed the Existing Trustee, in its capacity as noteholder collateral agent for the Senior Secured Notes, to enter into the Amended and Restated Intercreditor Agreement and the amendment to the Existing Security Agreement, each as described below, on behalf of the Existing Holders. The material terms of the Existing Indenture, other than the amendments summarized above, remain substantially as set forth in the Existing Indenture. On June 29, 2016, Wells Fargo, in its capacity as lender and collateral agent under the Prior Credit Agreement, Wilmington Savings Fund Society, FSB (successor to U.S. Bank National Association), in its capacity as trustee and collateral agent for the Senior Secured Notes ("Noteholder Collateral Agent"), and Delaware Trust Corporation, in its capacity as administrative agent and collateral agent for the Senior Loan Facility, amended and restated the Intercreditor Agreement, dated as of November 6, 2014, by and between Wells Fargo and Wilmington Savings Fund Society, FSB (as successor to U.S. Bank National Association) (the “Existing Intercreditor Agreement” and as amended and restated, the “Amended and Restated Intercreditor Agreement”), to govern the relationship of the Existing Holders, the holders of Second Lien Notes, and the lenders under the Corporation’s Credit Facility and Senior Loan Facility, with respect to the collateral and certain other matters. On September 22, 2017, the Assignment Agreement was entered into between the Original Lender under the Prior Credit Agreement and the Agent as further described in Note 6. As a result of the Assignment Agreement, the Agent has succeeded Wells Fargo in its capacity as administrative agent and collateral agent for the Credit Facility under the Amended and Restated Intercreditor Agreement. The Amended and Restated Intercreditor Agreement, among other things, modifies the terms of the Existing Intercreditor Agreement to (i) establish the relative priorities, rights, obligations and remedies with respect to the collateral among the Existing Holders, the holders of the Second Lien Notes, the lenders under the Credit Facility, the lenders under the Senior Loan Facility, the holders of future debt that is permitted to share the security interests currently held by them and the collateral agents of the foregoing (collectively, the “Secured Parties”); and (ii) modify the terms of the Existing Intercreditor Agreement to permit the holders of obligations under the Senior Loan Facility and the Second Lien Notes to share the security interests currently held by the Existing Holders and Wells Fargo as the lender under the Credit Facility as follows: • the obligations under the Credit Facility are secured by all of the existing collateral on a senior first lien priority basis; • the obligations under the Senior Loan Facility are secured by all of the existing collateral on a junior first lien priority basis; • the obligations under the Second Lien Notes are secured by substantially all of the existing collateral on a second lien priority basis; and • the obligations under the Senior Secured Notes are secured by substantially all of the existing collateral on a third lien priority basis. In addition, the Amended and Restated Intercreditor Agreement provides that, following a triggering event, as among the Secured Parties, the Senior Representative (defined below) will have the right (subject to a purchase option by the other Secured Parties) to, or the right to direct any other collateral agent to, adjust or settle insurance policies or claims in the event of any loss thereunder relating to insurance proceeds with respect to collateral, to approve any award granted in any condemnation or similar proceeding affecting such insurance proceeds and to enforce rights, exercise remedies and discretionary rights and powers with respect to collateral. The Secured Parties agreed that if the Corporation or any guarantor becomes subject to a case under the U.S. Bankruptcy Code, the Secured Parties will only be permitted to object to a debtor-in-possession financing or the use of cash collateral if the Secured Parties for which the Senior Representative is the collateral agent also object. The “Senior Representative” under the Amended and Restated Intercreditor Agreement is Wells Fargo as the Credit Facility agent, until the obligations under the Credit Facility have been discharged in full, after which the Senior Loan Facility agent will be the Senior Representative; and once the Credit Facility agent and the Senior Loan Facility agent each cease to be the Senior Representative and the obligations under each of the Credit Facility and Senior Loan Facility have been discharged in full, the Senior Representative will be Wilmington Savings Fund Society, FSB, as the New Noteholder Collateral Agent. The material terms of the Amended and Restated Intercreditor Agreement, other than those summarized above, remain substantially as set forth in the Existing Intercreditor Agreement, except that the Noteholder Collateral Agent will no longer have a first-priority security interest in the “Noteholder Priority Collateral” (as such term is defined in the Existing Intercreditor Agreement). On June 29, 2016, the Corporation and the Senior Secured Notes Guarantors, as pledgors, also entered into an amendment (the “Security Agreement Amendment”) to the Security Agreement, dated as of July 2, 2014 (as amended from time to time, the “Existing Security Agreement”), with Wilmington Savings Fund Society, FSB, as Noteholder Collateral Agent for the Senior Secured Notes. The Security Agreement Amendment introduced conforming changes to reflect the provisions incorporated into the Amended and Restated Intercreditor Agreement. On January 26, 2018, the parties to the Existing Security Agreement entered into Amendment No. 1 to the Security Agreement to release the collateral securing the Corporation's and Guarantor's obligations relating to the Second Lien Notes. NOTES PAYABLE Notes payable consist of the following: December 31, 2017 2016 10% second lien notes due 2019: Carrying value, including cumulative paid-in-kind interest of $8,467 and $3,619 as of December 31, 2017 and 2016, respectively $ 85,239 $ 80,536 Less: unamortized debt discount (189 ) (298 ) Total second lien notes outstanding 85,050 80,238 10% senior secured notes due 2019: Principal outstanding 1,872 1,872 Less: unamortized deferred loan issuance costs (25 ) (42 ) Total senior secured notes outstanding 1,847 1,830 Total notes payable outstanding (long-term) $ 86,897 $ 82,068 Senior Secured Notes On July 2, 2014, the Corporation entered into an Indenture (as amended the "Indenture") under which it issued $150,000 of senior secured notes due July 15, 2019, in a private offering. Those Notes were exchanged on June 29, 2015 for an equal amount of new senior secured notes ("Senior Secured Notes"), which were substantially identical in terms to the existing senior secured notes except that the Senior Secured Notes were registered under the Securities Act. The Senior Secured 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 Corporation has the right to redeem some or all of the Senior Secured 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 July 15, 2017 and prior to July 15, 2018 105.0% On and after July 15, 2018 100.0% Subject to certain exceptions, upon the occurrence of a Change of Control (as defined in the Indenture), each holder of Senior Secured Notes has the right to require the Corporation to purchase that holder’s Senior Secured 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 Senior Secured Notes has the right to require the Corporation to purchase that holder’s Senior Secured 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 Senior Secured Notes were secured by the collateral described in the Existing Security Agreement and governed by the Amended and Restated Intercreditor Agreement, all as described in Note 7. 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 Senior Secured Notes. The Corporation was in compliance with the Indenture covenants as of December 31, 2017 . Exchange of Senior Secured Notes for 10% Second Lien Notes due 2019 in the 2016 Restructuring As discussed in Note 2, the Corporation commenced an offer on June 24, 2016 to exchange each $1 of the Senior Secured Notes for (i) $0.50 of newly issued 10% Second Lien Notes due 2019 and (ii) 46.41 shares of newly issued Corporation common stock (giving effect to a 135-for-1 reverse stock split that was effected in connection with closing of the 2016 Exchange Offer). The 2016 Exchange Offer closed on July 27, 2016. On the 2016 Closing Date, a total of $138,128 face value of the Senior Secured Notes were exchanged for (i) $76,523 Second Lien Notes, including $7,459 Second Lien Notes representing accrued and unpaid interest and (ii) 6,410,502 shares of Corporation common stock. The 2016 exchange was accounted for as a modification during the year ended December 31, 2016. The Second Lien Notes were recorded at the net carrying value of the Senior Secured Notes exchanged of $134,522 , less the fair value of the Corporation common stock issued to participating noteholders of $65,003 , plus the accrued and unpaid interest of $7,459 included in the exchange. The resulting $455 excess of carrying value over face value of the Second Lien Notes is being amortized to interest expense over the term of the Second Lien Notes. The fair value of the common stock was determined using the probability-weighted expected return method based on a combination of the income and market approaches and a mergers and acquisition scenario. Costs incurred by the participating noteholders during the 2016 exchange of $345 were recognized as debt discount and are being amortized over the term of the Second Lien Notes. In connection with the 2016 Exchange Offer, the Corporation also completed a consent solicitation to make certain amendments to the terms of the Indenture for the Senior Secured Notes, the related security documents and the existing intercreditor agreement to permit the 2016 Restructuring as discussed in Note 7. The terms of the Second Lien Notes issued in the 2016 Restructuring were set forth in an indenture (the "Second Lien Note Indenture") and are substantially similar to the Indenture relating Senior Secured Notes with the following modifications: • The Second Lien Notes have a maturity date of September 24, 2019, provided that, if any of the Senior Secured Notes remain outstanding as of March 31, 2019, the maturity date of the Second Lien Notes will become due on April 14, 2019 upon the affirmative vote of the holders of a majority of the then-outstanding Second Lien Notes. • The liens securing the Second Lien Notes are junior to the liens securing the Senior Loan Facility and the Credit Facility, and are senior to the liens securing the Senior Secured Notes. • In addition to the exchange consideration, each participating holder received accrued and unpaid interest on its tendered Senior Secured Notes that were accepted for exchange from their last interest payment date of January 15, 2016 to, but not including, the settlement date, which was paid in the form of Second Lien Notes with a principal amount equal to the amount of such accrued and unpaid interest totaling $7,459 . • Interest on the Second Lien Notes is payable quarterly. The Corporation had the option to pay interest on the Second Lien Notes in kind with additional Second Lien Notes for the first twelve months of interest payment dates of interest payment dates, provided that, if the Corporation made the election, the interest on the Second Lien Notes for such in kind payments would accrue at a per annum rate 1% percent higher than the cash interest rate of 10% . The Corporation elected to pay interest in kind during the years ended December 31, 2017 and 2016 of $4,848 and $3,619 , respectively, which has been capitalized within the Second Lien Note balance. • The Second Lien Notes have a special redemption right at par of up to $35 million of the issuance to be paid out of the proceeds of the Alaska Tax Credit certificates and is conditioned upon payment in full of the Credit Facility and the Senior Loan Facility. • The Second Lien Notes include a make-whole provision requiring that if the Second Lien Notes are accelerated or otherwise become due and payable prior to their stated maturity due to an Event of Default (including but not limited to a bankruptcy or liquidation of the Corporation (including the acceleration of claims by operation of law)), then the applicable premium payable with respect to an optional redemption will also be immediately due and payable, along with the principal of, accrued and unpaid interest on, the Second Lien Notes and constitutes part of the obligations in respect thereof as if such acceleration were an optional redemption of the Second Lien Notes, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each holder’s lost profits as a result thereof. The Second Lien Note Indenture contains substantially the same covenants as the Indenture. The Corporation was in compliance with the Second Lien Note Indenture covenants as of December 31, 2017. Exchange of Senior Secured Notes and Second Lien Notes for Equity in the 2017 Restructuring As discussed in Note 2, as part of the 2017 Restructuring, in exchange for $78,037 in aggregate principal amount of Second Lien Notes, plus accrued and unpaid interest from and including January 15, 2018 thereon, representing approximately 91.8% of the outstanding aggregate principal amount of the Second Lien Notes accepted for exchange in the 2017 Exchange Offer, and $7 in aggregate principal amount of Senior Secured Notes, plus accrued and unpaid interest from and including January 15, 2018 thereon, representing less than 1% of the outstanding aggregate principal amount of the Senior Secured Notes accepted for exchange in the 2017 Exchange Offer, the Corporation newly issued: (i) 812,321 shares of common stock, (ii) 31,669 shares of Series A perpetual convertible preferred stock, (iii) 855,195 shares of Series B convertible preferred stock, and (iv) 8,286,061 Series C Warrants to purchase 8,286,061 shares of common stock. Concurrent with the 2017 Exchange Offer, the Corporation solicited consents related to the adoption of proposed amendments to the Second Lien Note Indenture and the Indenture governing the Senior Secured Notes. Holders of approximately 91.8% of the principal amount of the Second Lien Notes delivered their consents to adopt the proposed amendments to the Second Lien Note Indenture to remove a number of restrictive covenants, to eliminate some events of default, and to release the collateral securing repayment of the Second Lien Notes. Holders of the Senior Secured Notes did not consent to the adoption of the proposed amendments to the Indenture governing the Senior Secured Notes, including the collateral release. As a result, the Senior Secured Notes continue to be secured by the collateral. On January 26, 2018, the Corporation entered into a first supplemental indenture to the Second Lien Note Indenture and a first amendment to the security agreement relating to the Second Lien Notes to effect the proposed amendments and collateral release with respect to the Second Lien Notes. Future Principal Payments for Notes Payable Required future principal payments for notes payable outstanding at December 31, 2017 are as follows during the years ending December 31: Amount 2018 $ — 2019 86,861 2020 — 2021 — 2022 — Thereafter — Total $ 86,861 As of the 2017 Closing Date, there remain outstanding $1,865 in principal amount of the Senior Secured Notes and $6,952 in principal amount of the Second Lien Notes, all of which continue to be governed by the Indenture and the Second Lien Note Indenture, respectively, all of which will mature in 2019. |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
LEASES | LEASES 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 seven 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, 2017 and 2016 was $ 4,667 and $ 23,269 , respectively. As of December 31, 2017 , 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 2018 $ 2,834 2019 1,199 2020 487 2021 279 2022 266 Thereafter 558 Total future minimum lease payments $ 5,623 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2017 | |
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. As discussed in Note 2, the Corporation completed a 135-for-1 reverse split of the outstanding common stock effective as of the Closing Date of the 2016 Restructuring. As a result, all share and per share amounts for all periods presented have been adjusted to reflect the reverse split as though it had occurred prior to the earliest period presented. 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, 2017: Basic loss per share $ (40,756 ) 9,386,910 $ (4.34 ) Effect of dilutive securities — — — Diluted loss per share $ (40,756 ) 9,386,910 $ (4.34 ) Year Ended December 31, 2016: Basic loss per share $ (25,030 ) 4,083,103 $ (6.13 ) Effect of dilutive securities — — — Diluted loss per share $ (25,030 ) 4,083,103 $ (6.13 ) Options to purchase 311,477 shares of common stock were excluded from the calculation of diluted net loss per share for the years ended December 31, 2017 and 2016 , since the 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 23,257 and 21,668 issuable shares were excluded from the calculation of diluted net loss per share for the years ended December 31, 2017 and 2016 , respectively, since they were anti-dilutive. Warrants to purchase 308,752 shares of common stock were excluded from the calculation of diluted net loss per share for the years ended December 31, 2017 and 2016 , respectively, since the warrant exercise price was higher than the weighted average share price during the respective periods, thus being anti-dilutive. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 U.S. $ (33,327 ) $ (29,867 ) Foreign (1,144 ) 13,914 Total $ (34,471 ) $ (15,953 ) No income taxes are attributable to the noncontrolling interest. The provision for income taxes shown in the consolidated statements of operations and comprehensive loss consists of current and deferred expense (benefit) as shown in the following table: Years Ended December 31, 2017 2016 Current income tax expense: U.S. – federal and state $ — $ 102 Foreign 3,783 7,276 Total current income tax expense $ 3,783 $ 7,378 Deferred income tax expense/(benefit): U.S. – federal and state $ — $ — Foreign 530 (1,322 ) Total deferred income tax expense/(benefit) 530 (1,322 ) Total provision for income taxes $ 4,313 $ 6,056 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, 2017 2016 Expected income tax expense (benefit) at 35% $ (12,065 ) $ (5,583 ) Effects of expenses not deductible for tax purposes 1,398 1,312 Tax effect of valuation allowance on deferred tax assets 5,299 7,115 Effects of differences between U.S. and foreign tax rates, net of federal benefit 1,865 6,020 Net income attributable to noncontrolling interest (717 ) (1,057 ) Branch tax\Foreign withholding and AMT (182 ) (1,466 ) Rate changes 8,272 (285 ) Other adjustments 443 — Provision for income taxes $ 4,313 $ 6,056 The net deferred tax assets consist of the following: December 31, 2017 2016 Noncurrent deferred tax assets, net $ 4,592 $ 5,122 Noncurrent deferred tax liability, net — — Net deferred tax assets $ 4,592 $ 5,122 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, 2017 2016 Deferred tax assets: Deferred charges $ 363 $ 1,553 Stock compensation expense 142 237 Other accruals 2,226 4,421 Research and development credits 160 160 Capital lease obligation 134 134 Foreign tax credit and AMT credit carry forwards 2,087 2,087 Financing costs 75 453 Unrealized loss on foreign currency transactions 663 700 Net operating loss carry forwards 22,404 15,668 Total deferred tax assets 28,254 25,413 Less: valuation allowance (22,651 ) (16,890 ) Total deferred tax assets, net $ 5,603 $ 8,523 Deferred tax liabilities: Property and equipment $ (671 ) $ (3,061 ) Intangible assets (340 ) (340 ) Total deferred tax liabilities (1,011 ) (3,401 ) Net deferred tax assets $ 4,592 $ 5,122 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, Canada and Peru at December 31, 2017 . Accordingly, the Corporation had a valuation allowance totaling $ 22,651 and $ 16,890 at December 31, 2017 and 2016 , 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 $5,761 and decreased by $9,247 during the years ended December 31, 2017 and 2016 , 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. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 was signed into law in the United States, making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a U.S. corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. On December 22, 2017, Staff Accounting Bulletin No. 118 (SAB 118) was issued to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of U.S. Tax Reform. In accordance with SAB 118, the Corporation provisionally determined an adjustment to deferred tax assets, along with a corresponding adjustment to valuation allowance, was not necessary, which resulted in no tax expense recorded in connection with the re-measurement of certain deferred tax assets and liabilities. Additionally, as a reasonable estimate, the Corporation has provisionally recorded no tax expense in connection with the transition tax on the mandatory deemed repatriation of foreign earnings, based upon an aggregate tax losses of its foreign subsidiaries. Additional work may be necessary for a more detailed analysis of the Corporation’s deferred tax assets and liabilities and its historical foreign earnings. Any subsequent adjustment to these amounts will be recorded in 2018 when the analysis is complete. 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 Corporation is currently evaluating the impact of U.S. Tax Reform on the global structure and any associated impacts it may have on the assertion on a go forward basis and as such have not included a provisional estimate of the impact. The details of the Corporation’s tax attributes are shown below: December 31, Net Operating Loss Carryforwards: 2017 2016 United States $ 59,065 $ 22,505 Canada 7,072 6,117 Malaysia 5,426 5,726 Brazil 6,241 5,149 Peru 4,713 2,957 Others 6,240 4,847 Total $ 88,757 $ 47,301 December 31, Foreign Tax Credit Carryforwards: 2017 2016 United States $ 100 $ 100 Canada 654 654 United Kingdom 727 727 Total $ 1,481 $ 1,481 December 31, Net Deferred Tax Assets: 2017 2016 Bolivia $ 875 $ 1,368 Colombia 3,392 2,249 Malaysia 325 233 Peru — 1,272 Total $ 4,592 $ 5,122 As of December 31, 2017, the Corporation has approximately $192 of unrecognized tax benefits and does not expect to recognize any significant increases or decreases in unrecognized tax benefits during the next twelve-month period. Interest and penalties, if any, related to unrecognized tax benefits are recorded in tax expense. During 2017 and 2016, the aggregate changes in the Corporation's total gross amount of unrecognized tax benefits are as follows: Years Ended December 31, 2017 2016 Unrecognized tax benefits, beginning balance $ — $ — Additions for tax positions taken in prior years 192 — Unrecognized tax benefits, ending balance $ 192 — There was no accrued interest and penalties included in accrued expenses as of December 31, 2017 and 2016 . Interest and penalties recognized as expense amounted to $206 and $11 for the years ended December 31, 2017 and 2016 , respectively. Net Operating Losses Due to the Restructuring, the Corporation's U.S. federal tax net operating loss ("NOL") carryforwards, foreign tax credits ("FTC") carryforwards and Research and Development Credits ("R&D") carryforwards were subject to Section 382 and Section 383 annual limitations due to the ownership changes from the Restructuring. The Corporation determined some of the carryforwards will expire unutilized and were written down from the deferred tax assets against a full valuation allowance. As of December 31, 2017 , the Corporation had U.S. federal tax NOL carryforwards of $59,065 , which begin to expire in fiscal year 2034. These NOL 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 NOL carryforwards to reduce its tax liability. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2017 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS | WARRANTS Former SAE Warrants Two classes of 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 at an exercise price of $0.01 a share (the "Former SAE Warrants"). A portion of the merger consideration payable at Closing of the Merger was allocable to the Former SAE Warrants that were not converted or exchanged prior to the Merger and were held in escrow pending the conversion or exercise of those warrants (the “Merger Consideration Escrow”). On December 12, 2017, the Former SAE Warrants were exercised and the warrant holders accepted a cash settlement of $0.5 in lieu of the release of shares from the Merger Consideration Escrow upon exercise of the warrants. Series A and Series B Warrants As an element of the 2016 Restructuring discussed in Note 2, the Corporation granted to stockholders of record on July 26, 2016, 154,376 Series A Warrants and 154,376 Series B Warrants (together, the "Warrants") to purchase shares of the Corporation's common stock. Each Warrant entitles the holder to purchase one share of the Corporation's common stock. The Series A Warrants and Series B Warrants have exercise prices of $10.30 and $12.88 , respectively, and expire on July 27, 2021. The Warrants will become exercisable 30 days in advance of their expiration date contingent upon the receipt by the Corporation of Tax Credit certificates in a face amount of at least $25 million issued by the State of Alaska to the Corporation. The warrants were accounted for in equity and recorded at a fair value of $1,381 during the year ended December 31, 2016. Series C Warrants As an element of the 2017 Exchange Offer discussed in Note 2 and Note 8, on the 2017 Closing Date, the Corporation issued 8,286,061 Series C Warrants to the 2017 Supporting Holders. Each warrant entitles the holder to purchase one share of the Corporation's common stock. The Series C Warrants have an exercise price of $0.0001 and have no expiration date. The Series C Warrants are immediately exercisable by the Supporting Holders and are exerc isable by the Corporation in connection with (i) a full redemption of the Series A Preferred Stock and Series B Preferred Stock provided that it does not result in a holder owning 10% or more of the outstanding shares of common stock of the Corporation or (ii) upon a change in control of the Corporation. Series D Warrants As an element of the 2017 Exchange Offer discussed in Note 2, on March 8, 2018, the Corporation issued 14,098,370 Series D Warrants to the holders of the mandatorily convertible Series B Preferred Stock in connection with the mandatory conversion of the Series B Preferred Stock upon effectiveness of the required shareholder approval to issue the securities in connection with the conversion. Each Series D warrant entitles the holder to purchase one share of the Corporation's common stock. The Series D Warrants have an exercise price of $0.0001 and have no expiration date. The Series D Warrants are immediately exercisable by the holders and are exercisable by the Corporation in connection with (i) a full redemption of the Series A Preferred Stock and Series B Preferred Stock, provided that it does not result in a holder owning 10% or more of the outstanding shares of common stock of the Corporation or (ii) upon a change in control of the Corporation. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2017 | |
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 December 31, 2017 and 2016 , there were no shares of preferred stock issued or outstanding. Series A Preferred Stock. As a part of the 2017 Restructuring described in Note 2, in January 2018, the Corporation issued 31,669 shares of Series A Preferred Stock. The Series A Preferred Stock has an 8% dividend payable quarterly in arrears and accumulates whether or not earned or declared beginning on April 1, 2018. Dependent upon the Corporation achieving certain financial metrics, the Corporation may pay dividends on the shares of Series A Preferred Shares in the form of additional shares of Series A Preferred Shares. The Series A Preferred Stock is senior to the Corporation's Common Stock and Series B Preferred Stock in the event of a liquidation of the Corporation. The Series A Preferred Stock is contingently convertible into 3,271.4653 shares of Common Stock per one share of Series A Preferred Stock, at any time after the third anniversary of the 2017 Closing Date. The conversion is subject to certain exceptions including receipt of shareholder approval and a limitation on the ability of certain holders to convert if it would cause such holder to beneficially own in excess of 9.99% of the outstanding common stock. The Series A Preferred Stock is redeemable by the holders on a pro rata basis for cash only upon the monetization of the Alaska Tax Credits in excess of the amount to repay the Credit Facility, Senior Loan Facility, and an additional $2,000 , on a pro rata basis. The Corporation can redeem the Series A Preferred Stock for cash at any time. Series B Preferred Stock. As a part of the 2017 Restructuring described in Note 2, in January 2018, the Corporation issued 855,195 shares of Series B Preferred Stock. The Series B Preferred Stock has no stated dividend and dividends are at the discretion of the Board of Directors. Upon receipt of shareholder approval, the Series B Preferred Stock is convertible into 21.7378 shares of common stock per one share of Series B Preferred Stock. The Series B Preferred Stock is senior to the Corporation's common stock and junior to the Series A Preferred Stock in the event of the liquidation of the Corporation. The Corporation obtained the necessary shareholder approval on January 26, 2018 and on March 6, 2018, all of the Series B Preferred Stock was converted into 4,491,674 new shares of common stock and 14,098,370 Series D Warrants, which were issued on March 8, 2018. As of the date of this filing, there remains no issued or outstanding shares of Series B Preferred Stock. Common Stock As of December 31, 2017, the Corporation was authorized to issue 55,000,000 shares of common stock with a par value of $0.0001 per share. On June 15, 2016, the Corporation’s board of directors authorized a 135-for-1 reverse split of the outstanding common stock effective as of the 2016 Closing Date of the 2016 Restructuring. All share and per share amounts for all periods presented have been adjusted to reflect the reverse split as though it had occurred prior to the earliest period presented. The changes in the number of shares outstanding and treasury shares held by the Corporation are as follows: For the year ended December 31, 2017 2016 Shares issued Beginning balance as of January 1 9,358,529 129,269 Vesting of restricted stock awards 103,829 1,542 Grantee election to fund payroll taxes out of restricted stock — (386 ) Exercise of stock options — 85 Issuance of shares to non-employee directors — 15,016 Common stock issued in exchange of Senior Secured Notes for Second Lien Notes — 6,410,502 Common stock issued to participants in senior loan facility — 2,803,302 Fractional shares cancelled in reverse stock split — (801 ) Ending balance as of December 31 9,462,358 9,358,529 Shares held as treasury shares Beginning balance as of January 1 — — Purchase of treasury stock 38,024 — Ending balance as of December 31 38,024 — Shares outstanding at December 31 9,424,334 9,358,529 As part of the 2017 Restructuring described in Note 2, on March 5, 2018, the certificate of incorporation of the Corporation was amended to change the authorized number of shares of common stock to 200,000,000 . |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION 2018 Long-Term Incentive Plan As part of the 2017 Restructuring, the Corporation received written consent from holders of a majority of the Corporation's common stock outstanding approving and adopting the Corporation's 2018 Long-Term Incentive Plan (the "2018 Plan"). The 2018 Plan became effective March 5, 2018. The 2018 Plan reserves for the issuance of 19,500,000 shares of common stock. To date, no awards have been made under the 2018 Plan. Amended and Restated 2016 Long Term Incentive Plan On May 8, 2017, the Corporation received written consent from holders of a majority of the Corporation's common stock outstanding approving and adopting the Corporation's Amended and Restated 2016 Long-Term Incentive Plan (the "2016 Amended and Restated Plan"). The 2016 Amended and Restated Plan became effective on May 30, 2017. The 2016 Amended and Restated Plan (i) combines the shares under the 2016 Long Term Incentive Plan and the 2013 Non-Employee Director Plan (the "Original Plans") into a common pool of common stock, (ii) allows the granting of awards for payment of annual bonuses provided for under employment agreements with officers and under its bonus program for employees and (iii) adopts other amendments necessary for granting awards to both employees and non-employee directors. No further shares will be issued under the Original Plans and any remaining shares under the Original Plans are reserved for issuance under the 2016 Amended and Restated Plan. The total number of shares of common stock reserved for issuance under the 2016 Amended and Restated Plan is 1,438,258 less any shares that have been previously issued under the Original Plans. As of December 31, 2017, there were 639,167 restricted shares, restricted stock units and options issued under the original plans issued under the 2016 Amended and Restated Plan. As an element of the 2017 Restructuring discussed in Note 2, the Corporation terminated the 2016 Amended and Restated Plan and all outstanding awards thereunder immediately vested and converted into shares of the Corporation's Common Stock after exercise price and income tax withholdings in the first quarter of 2018. 2016 Long Term Incentive Plan On August 3, 2016, the Board of Directors approved and adopted the 2016 Long Term Incentive Plan (“2016 Plan”), for the purpose of promoting the long-term success of the Corporation and the creation of value for its stockholders. On August 4, 2016, the Corporation received written consents from the holders of a majority of the shares of its common stock outstanding approving and adopting the 2016 Plan. The 2016 Plan provided for awards of stock options, stock appreciation rights, restricted shares, stock units and performance cash awards. The 2016 Plan reserved 1,438,258 shares of common stock for distribution to covered employees, including a maximum of 919,129 shares that were reserved for issuance pursuant to awards of restricted stock or stock units. On September 26, 2016, stock units and stock options for 311,477 shares of Corporation common stock at an exercise price of $10.19 were granted under the 2016 Plan (the "MIP Awards"). The MIP Awards vest: (a) one-third on the earliest to occur of (1) the date on which the Corporation receives Tax Credit certificates assigned to the Corporation by Alaska Seismic Ventures, LLC and issued by the Tax Division of the State of Alaska that, together with all such certificates received by the Corporation after the Closing Date, have an aggregate face amount of $25 million or more, or (2) the first anniversary of the Closing Date; and (b) one-third each on the second and third anniversaries of the Closing Date. The MIP Awards expire upon the earlier of termination of the grantee’s employment or ten years after the grant date. Non-Employee Director Share Incentive Plan Effective November 1, 2013, stockholders approved the Corporation’s non-employee director share incentive plan, which provided for discretionary grants of stock awards to the Corporation’s independent non-employee directors as determined by the Corporation’s board of directors. The 2013 Non-Employee Director Plan was amended effective November 3, 2016 to increase the number of shares of the Corporation's common stock available for issuance under the plan from 2,962 (after taking into account the 135-for-1 reverse stock split of the Corporation's common stock effected on July 27, 2016) to 400,000 shares. The awards could have taken 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. During 2016 , 15,016 restricted shares were issued under the plan that vested immediately upon issuance, resulting in share-based compensation expense of $ 129 for the year ended December 31, 2016 . The restricted shares granted and vested had a weighted-average grant date fair value of $8.54 . 2013 Long-Term Incentive Compensation Plan On June 21, 2013, the stockholders approved the Corporation’s 2013 Long-Term Incentive Compensation Plan ("2013 Plan") for the benefit of certain employees performing services for the Corporation. The 2013 Plan reserved up to 5,870 unissued shares of Corporation common stock for issuance in accordance with the 2013 Plan’s terms including a maximum of up to 2,935 shares that could have been issued pursuant to awards of restricted stock. On June 29, 2015, the initial awards were granted under the 2013 Plan of 1,790 stock options with an exercise price of $ 556.20 and 2,416 restricted stock units. The awards originally had vesting terms of one-third on each of ninety days , one year , and two years after the date of grant. As an element of the 2016 Restructuring discussed in Note 2, the Corporation terminated the 2013 Plan and all outstanding awards thereunder immediately vested and converted into shares of the Corporation's Common Stock. As a result of the accelerated vesting, the Corporation charged the remaining unrecognized compensation expense on existing awards to the results of operations during the year ended December 31, 2016. 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, 2017 2016 Selling, general and administrative expenses $ 1,925 $ 1,383 Income tax benefit $ (674 ) $ (484 ) Stock Options A summary of stock option activity for the year ended December 31, 2017 was as follows: Number of Underlying Shares Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2016 311,477 $ 10.19 $ 3.89 9.74 $ — Granted — $ — — — — Exercised — $ — — — — Forfeited — $ — — — — Expired — $ — — — — Outstanding at December 31, 2017 311,477 $ 10.19 $ 3.89 8.74 $ — Exercisable at December 31, 2017 — $ — $ — — $ — The total grant date fair value of stock options awarded during the years ended December 31, 2017 and 2016 was $ 0 and $1,212 , respectively. The total fair value of stock options vested during the years ended December 31, 2017 and 2016 was $ 404 and $3 , respectively. The Corporation computes the fair value of each stock option on the date of grant using a Black-Scholes option pricing model. The following table summarizes the weighted average assumptions used in the Black-Scholes pricing model for the years ended December 31, 2016 as no options were granted during 2017: : 2016 Expected volatility 60.68% Expected lives (in years) 5.92 Risk-free interest rate 1.21% 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 on its common stock and does not expect to do so in the future. At December 31, 2017 , there was approximately $ 349 of unrecognized compensation expense for unvested stock option awards with a weighted average vesting period of 1.57 years. Restricted Stock Units A summary of restricted stock units activity for the year ended December 31, 2017 was as follows: Number of Shares Weighted Average Grant Date Fair Value Nonvested at December 31, 2016 311,477 $ 7.85 Granted — $ — Vested (103,829 ) $ 7.85 Forfeited — $ — Nonvested at December 31, 2017 207,648 $ 7.85 The total grant date fair value of stock units awarded during the years ended December 31, 2017 and 2016 was $ 0 and $2,445 , respectively. The total fair value of stock units vested during the years ended December 31, 2017 and 2016 was $ 309 and $37 . At December 31, 2017 , there was approximately $ 704 of unrecognized compensation expense, net of estimated forfeitures, for unvested restricted stock unit awards with a weighted average vesting period of 1.57 years. |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 12 Months Ended |
Dec. 31, 2017 | |
Noncontrolling Interest [Abstract] | |
VARIABLE INTEREST ENTITIES | VARIABLE INTEREST ENTITIES 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 . Effective November 19, 2017, the Corporation and Kuukpik signed an amendment extending the life of the Joint Venture until December 31, 2020. 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, 2017 and 2016 and noncontrolling interest on the December 31, 2017 and 2016 balance sheets. Effective October 18, 2016, an agreement was entered into between the Corporation and SAExploration Nigeria Limited (“SAE Nigeria”) for the purpose of performing acquisition and development of geophysical and seismic data on a specific project in West Nigeria ("West Nigeria Project"). While the Corporation does not hold an ownership interest in SAE Nigeria, risk of loss on the West Nigeria Project, including credit risk, was the Corporation's sole responsibility. All profits from the West Nigeria Project remain with the Corporation. Based on its power to influence the significant business activities of SAE Nigeria during the completion of the West Nigeria Project, its responsibility to absorb contract losses and the proportion of SAE Nigeria's operations dedicated to the West Nigeria Project, the Corporation was determined to be the primary beneficiary under GAAP and as such SAE Nigeria was consolidated for the term of the West Nigeria Project. As of August 31, 2017, the project was completed and all amounts due from SAE Nigeria to the Corporation were repaid. As a result, the Corporation no longer holds a variable interest in SAE Nigeria, no longer has a controlling interest in SAE Nigeria and its results are no longer combined with the Corporation's. |
EMPLOYEE BENEFITS
EMPLOYEE BENEFITS | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
EMPLOYEE BENEFITS | EMPLOYEE BENEFITS The Corporation offers a Retirement Registered Saving Plan for all eligible employees of its Canadian operations. The Corporation's plan allows for the match of each employee’s contributions up to the maximum allowed under the plan or until the Canada Revenue Agency annual limit is reached, but due to the downturn in the oil industry matching contributions were suspended as of June 1, 2015. The Corporation offers a 401(k) Plan for all eligible employees of its U.S. operations. The plan allows for the match of each employee’s contributions up to the maximum allowed under the plan, but due to the downturn in the oil industry matching contributions were suspended as of June 1, 2015. For the years ended December 31, 2017 and 2016 , the Corporation made no matching contributions and had no expense related to either benefit plan. |
GEOGRAPHIC AND RELATED INFORMAT
GEOGRAPHIC AND RELATED INFORMATION | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 2017 2016 North America: United States $ 40,504 $ 77,626 $ 33,647 $ 55,282 Canada 14,459 9,341 3,625 3,804 Total 54,963 86,967 37,272 59,086 South America: Peru (82 ) 252 15 495 Colombia 30,268 37,394 1,396 2,644 Bolivia 2,473 76,928 409 922 Other 13 1,968 1,420 2,167 Total 32,672 116,542 3,240 6,228 Southeast Asia: Malaysia — 1,734 471 875 New Zealand 4,266 — — — Other — — — 6 Total 4,266 1,734 471 881 West Africa: Nigeria 35,121 321 — — Total 35,121 321 — — Consolidated $ 127,022 $ 205,564 $ 40,983 $ 66,195 Total excluding United States $ 86,518 $ 127,938 $ 7,336 $ 10,913 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 2017 and 2016 is as follows: Revenue from Services Accounts Receivable, Net Years Ended December 31, December 31, Amount % of Consolidated Amount % of Consolidated 2017 Customer A $ 40,186 32% Customer B $ 35,121 28% Customer C $ 19,503 15% Customer D $ — —% $ 78,102 93% 2016 Customer E $ 74,407 36% Customer D $ 57,254 28% $ 81,609 76% Customer C $ 21,161 10% |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amount of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities, borrowings under the Credit Facility and borrowings under the Senior Loan 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 December 31, 2017 and 2016 . The Corporation's financial instruments not recorded at fair value consist of the Senior Secured Notes and the Second Lien Notes. At December 31, 2017 , the carrying value of the Senior Secured Notes and Second Lien Notes was $ 1,847 and $85,050 , respectively. At December 31, 2017 , the estimated fair value of the Senior Secured Notes and Second Lien Notes was $ 1,123 and $31,163 , respectively. The fair value is determined by a market approach using dealer quoted period-end bond prices. These instruments are classified as Level 2 as valuation inputs for fair value measurements are dealer quoted market prices at December 31, 2017 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Jeff Hastings, the Corporation’s Chief Executive Officer and Chairman of the Board of Directors, beneficially owns and controls Speculative Seismic Investments, LLC (“SSI”), which as of December 31, 2017, holds 27,000 shares of the Corporation’s common stock. SSI is a lender under the Corporation’s Senior Loan Facility in the principal amount of $543 and exchanged $2,352 of the Corporation’s Senior Secured Notes for $1,334 of Second Lien Notes in the 2016 Restructuring consummated on July 27, 2016. SSI subsequently sold $1,334 of Second Lien Notes in November 2016 representing $1,176 of face value and $158 of interest paid in kind for the period outstanding and is no longer a holder of any Second Lien Notes. In addition, in September 2017, Mr. Hastings committed to funding $400 of the Credit Facility, which was subsequently reduced to $375 as of December 21, 2017. The Corporation has drawn $125 of that commitment as of December 31, 2017. Mr. Hastings also controls CLCH, LLC, which holds 24,221 shares of the Corporation’s common stock. Pursuant to a registration rights agreement dated June 24, 2013, CLCH had one right to demand registration of its shares of our common stock that it acquired in the Merger, as well as piggy-back rights on any offering of our common stock or securities exercisable or exchangeable for our common stock. CLCH has exercised its piggy-back registration rights, and all 24,221 of its shares were registered for resale pursuant to a registration statement on Form S-3, Registration No. 333-213386, that became effective mid-September 2016. The Corporation bore the expense incurred in connection with the registration statement. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES 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, 2017 | |
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 ("Senior Secured Notes"), which are substantially identical in terms to the existing senior secured notes except that the Senior Secured Notes are registered under the Securities Act. In July 2016, a total of $138,128 face value of the Senior Secured Notes were exchanged for (i) $76,523 Second Lien Notes, including $7,459 Second Lien Notes representing accrued and unpaid interest and (ii) 6,410,502 shares of Corporation common stock. See Note 8 for further details on the Senior Secured Notes. The Senior Secured 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). • 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 and consolidated statement of cash flows as of December 31, 2016 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), or stockholders' equity (deficit). December 31, 2017 Balance Sheet SAExploration Holdings, Inc. The Guarantors Other Subsidiaries Consolidating Adjustments Total Consolidated ASSETS Current assets: Cash and cash equivalents $ 8 $ 1,097 $ 2,508 $ — $ 3,613 Restricted cash — — 41 — 41 Accounts receivable, net — 322 5,783 — 6,105 Deferred costs on contracts — 144 1,963 — 2,107 Prepaid expenses 3,162 240 2,993 — 6,395 Total current assets 3,170 1,803 13,288 — 18,261 Property and equipment, net — 28,143 4,803 — 32,946 Investment in subsidiaries (32,901 ) 51,210 7,500 (25,809 ) — Intercompany receivables 134,502 — — (134,502 ) — Intangible assets, net — — 671 — 671 Goodwill — — 1,832 — 1,832 Deferred loan issuance costs, net 5,352 — — — 5,352 Accounts receivable, net, noncurrent — 78,102 — — 78,102 Deferred income tax assets — — 4,592 — 4,592 Other assets — 150 32 — 182 Total assets $ 110,123 $ 159,408 $ 32,718 $ (160,311 ) $ 141,938 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable $ 1,782 $ 590 $ 2,179 $ — $ 4,551 Accrued liabilities 1,885 2,223 2,203 — 6,311 Income and other taxes payable 10 24 7,853 — 7,887 Borrowings under senior loan facility 995 — — — 995 Deferred revenue — — 1,477 — 1,477 Total current liabilities 4,672 2,837 13,712 — 21,221 Intercompany payables — 93,200 41,302 (134,502 ) — Borrowings under senior loan facility 29,000 — — — 29,000 Borrowings under credit facility — 4,401 — — 4,401 Second lien notes, net 85,050 — — — 85,050 Senior secured notes, net 1,847 — — — 1,847 Other long-term liabilities 300 250 58 — 608 Total liabilities 120,869 100,688 55,072 (134,502 ) 142,127 Stockholders’ equity (deficit): Common stock 1 — — — 1 Additional paid-in capital 133,741 43,861 22,057 (65,918 ) 133,741 Retained earnings (accumulated deficit) (144,375 ) 10,289 (39,329 ) 40,109 (133,306 ) Accumulated other comprehensive loss — — (5,082 ) — (5,082 ) Treasury stock (113 ) — — — (113 ) Total stockholders’ equity (deficit) attributable to the Corporation (10,746 ) 54,150 (22,354 ) (25,809 ) (4,759 ) Noncontrolling interest $ — $ 4,570 $ — $ — $ 4,570 Total stockholders’ equity (deficit) (10,746 ) 58,720 (22,354 ) (25,809 ) (189 ) Total liabilities and stockholders’ equity (deficit) $ 110,123 $ 159,408 $ 32,718 $ (160,311 ) $ 141,938 December 31, 2016 Balance Sheet SAExploration Holdings, Inc. The Guarantors Other Subsidiaries Consolidating Adjustments Total Consolidated ASSETS Current assets: Cash and cash equivalents $ 2,054 $ 3,446 $ 5,960 $ — $ 11,460 Restricted cash — — 536 — 536 Accounts receivable, net 22 52,101 17,598 — 69,721 Deferred costs on contracts — 8,378 266 — 8,644 Prepaid expenses 22 268 1,687 — 1,977 Total current assets 2,098 64,193 26,047 — 92,338 Property and equipment, net — 34,277 8,482 — 42,759 Investment in subsidiaries (12,653 ) 63,247 7,500 (58,094 ) — Intercompany receivables 130,433 — — (130,433 ) — Intangible assets, net — — 721 — 721 Goodwill — — 1,711 — 1,711 Deferred loan issuance costs, net 20,619 237 — — 20,856 Accounts receivable, net, noncurrent — 37,984 — — 37,984 Deferred income tax assets — — 5,122 — 5,122 Other assets — 164 — — 164 Total assets $ 140,497 $ 200,102 $ 49,583 $ (188,527 ) $ 201,655 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable $ 128 $ 5,155 $ 4,018 $ — $ 9,301 Accrued liabilities 88 5,769 6,893 — 12,750 Income and other taxes payable 20 746 14,839 — 15,605 Borrowings under credit facility — 5,844 — — 5,844 Current portion of capital leases — 39 17 — 56 Deferred revenue — 7,975 — — 7,975 Total current liabilities 236 25,528 25,767 — 51,531 Borrowings under senior loan facility 29,995 — — 29,995 Second lien notes, net 80,238 — — 80,238 Senior secured notes, net 1,830 — — — 1,830 Intercompany payables — 96,559 33,874 (130,433 ) — Total liabilities 112,299 122,087 59,641 (130,433 ) 163,594 Stockholders’ equity (deficit): Common stock 1 — — — 1 Additional paid-in capital 131,816 43,861 22,058 (65,919 ) 131,816 Retained earnings (accumulated deficit) (103,619 ) 30,538 (27,294 ) 7,825 (92,550 ) Accumulated other comprehensive loss — — (4,822 ) — (4,822 ) Total stockholders’ equity (deficit) attributable to the Corporation 28,198 74,399 (10,058 ) (58,094 ) 34,445 Noncontrolling interest — 3,616 — — 3,616 Total stockholders’ equity (deficit) 28,198 78,015 (10,058 ) (58,094 ) 38,061 Total liabilities and stockholders’ equity (deficit) $ 140,497 $ 200,102 $ 49,583 $ (188,527 ) $ 201,655 Year Ended December 31, 2017 Statement of Operations SAExploration Holdings, Inc. The Guarantors Other Subsidiaries Consolidating Adjustments Total Consolidated Revenue from services $ — $ 75,625 $ 51,397 $ — $ 127,022 Cost of services — 59,263 45,691 — 104,954 Gross profit — 16,362 5,706 — 22,068 Selling, general and administrative expenses 3,943 11,097 10,657 — 25,697 Gain on disposal of property and equipment, net — (45 ) (56 ) — (101 ) Income (loss) from operations (3,943 ) 5,310 (4,895 ) — (3,528 ) Other expense, net (16,569 ) (13,453 ) (921 ) — (30,943 ) Equity in income (losses) of investments (20,249 ) (7,297 ) — 27,546 — Income (loss) before income taxes (40,761 ) (15,440 ) (5,816 ) 27,546 (34,471 ) Provision for income taxes (5 ) 2,760 1,558 — 4,313 Net income (loss) (40,756 ) (18,200 ) (7,374 ) 27,546 (38,784 ) Less: net income (loss) attributable to noncontrolling interest — 2,049 (77 ) — 1,972 Net income (loss) attributable to the Corporation $ (40,756 ) $ (20,249 ) $ (7,297 ) $ 27,546 $ (40,756 ) Comprehensive net income (loss) $ (40,756 ) $ (18,200 ) $ (7,634 ) $ 27,546 $ (39,044 ) Less: comprehensive net income (loss) attributable to noncontrolling interest — 2,049 (77 ) — 1,972 Comprehensive net income (loss) attributable to the Corporation $ (40,756 ) $ (20,249 ) $ (7,557 ) $ 27,546 $ (41,016 ) Year Ended December 31, 2016 Statement of Operations SAExploration Holdings, Inc. The Guarantors Other Subsidiaries Consolidating Adjustments Total Consolidated Revenue from services $ — $ 77,947 $ 127,617 $ — $ 205,564 Cost of services — 59,445 101,083 — 160,528 Gross profit — 18,502 26,534 — 45,036 Selling, general and administrative expenses 3,862 11,378 14,013 — 29,253 Loss (gain) on disposal of property and equipment, net — 4,830 (288 ) — 4,542 Income (loss) from operations (3,862 ) 2,294 12,809 — 11,241 Other (expense) income, net (23,492 ) (4,510 ) 808 — (27,194 ) Equity in income (losses) of investments 2,369 8,010 — (10,379 ) — Income (loss) before income taxes (24,985 ) 5,794 13,617 (10,379 ) (15,953 ) Provision for income taxes 45 404 5,607 — 6,056 Net income (loss) (25,030 ) 5,390 8,010 (10,379 ) (22,009 ) Less: net income attributable to noncontrolling interest — 3,021 — — 3,021 Net income (loss) attributable to the Corporation $ (25,030 ) $ 2,369 $ 8,010 $ (10,379 ) $ (25,030 ) Comprehensive net income (loss) $ (25,030 ) $ 5,390 $ 7,459 $ (10,379 ) $ (22,560 ) Less: comprehensive net income attributable to noncontrolling interest — 3,021 — — 3,021 Comprehensive net income (loss) attributable to the Corporation $ (25,030 ) $ 2,369 $ 7,459 $ (10,379 ) $ (25,581 ) Year Ended December 31, 2017 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 $ 2,750 $ 3,619 $ (6,180 ) $ (4,742 ) $ (4,553 ) Investing activities: Purchase of property and equipment — (1,931 ) (739 ) — (2,670 ) Proceeds from sale of property and equipment — 1,850 60 — 1,910 Net cash provided by (used in) investing activities — (81 ) (679 ) — (760 ) Financing activities: Payment of senior loan facility fee, debt discount and loan issuance costs (614 ) (552 ) — — (1,166 ) Credit facility borrowings — 33,401 — — 33,401 Credit facility repayments — (34,245 ) — — (34,245 ) Purchase of treasury stock (113 ) — — — (113 ) Distribution to noncontrolling interest — (1,095 ) — — (1,095 ) Intercompany lending (4,069 ) (3,359 ) 7,428 — — Dividend payments to affiliate — — (4,742 ) 4,742 — Other financing activities — (39 ) (17 ) — (56 ) Net cash provided by (used in) financing activities (4,796 ) (5,889 ) 2,669 4,742 (3,274 ) Effects of exchange rate changes on cash, cash equivalents and restricted cash — 2 243 — 245 Net change in cash, cash equivalents and restricted cash (2,046 ) (2,349 ) (3,947 ) — (8,342 ) Cash, cash equivalents and restricted cash at the beginning of period 2,054 3,446 6,496 — 11,996 Cash, cash equivalents and restricted cash at the end of period $ 8 $ 1,097 $ 2,549 — $ 3,654 Year Ended December 31, 2016 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 $ (11,057 ) $ (23,540 ) $ 17,632 $ (2,865 ) $ (19,830 ) Investing activities: Purchase of property and equipment — (2,917 ) (435 ) — (3,352 ) Capital contribution to affiliate — 650 — (650 ) — Proceeds from sale of property and equipment — — 488 — 488 Net cash provided by (used in) investing activities — (2,267 ) 53 (650 ) (2,864 ) Financing activities: Borrowings under senior loan facility 29,995 — — — 29,995 Payment of loan facility fee, debt discount, and loan issuance costs (2,002 ) — — — (2,002 ) Credit facility borrowings — 44,470 — — 44,470 Credit facility repayments — (46,525 ) — — (46,525 ) Distribution to noncontrolling interest — (3,838 ) — — (3,838 ) Intercompany lending (14,742 ) 27,142 (12,400 ) — — Return of capital to affiliate — — (650 ) 650 — Dividend payments to affiliate — — (2,865 ) 2,865 — Legal fees associated with stock issuance on restructuring (131 ) — — — (131 ) Other financing activities (9 ) (57 ) (61 ) — (127 ) Net cash provided by (used in) financing activities 13,111 21,192 (15,976 ) 3,515 21,842 Effects of exchange rate changes on cash, cash equivalents and restricted cash — 36 994 — 1,030 Net change in cash, cash equivalents and restricted cash 2,054 (4,579 ) 2,703 — 178 Cash, cash equivalents and restricted cash at the beginning of period — 8,025 3,793 — 11,818 Cash, cash equivalents and restricted cash at the end of period $ 2,054 $ 3,446 $ 6,496 $ — $ 11,996 |
SIGNIFICANT ACCOUNTING POLICI29
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of SAExploration Holdings, Inc., its wholly-owned subsidiaries and controlled entities. All 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 statement of cash flows for the year ended December 31, 2017 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, or stockholders' equity (deficit). |
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 17. 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 that 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. |
Restricted Cash | Restricted Cash Restricted cash consists primarily of cash collateral for labor claims, office rental, cash in another country restricted by exchange control regulations 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 5% and 19% of the Corporation's trade accounts receivable at December 31, 2017 and 2016 , respectively, 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. |
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. The Corporation uses its best estimate of selling price when allocating multiple-element arrangement consideration. |
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 the results of operations for such period. |
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. |
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 2017 and 2016 evaluations of goodwill concluded that it was no t 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 (which approximates amortization using the interest method) and recorded in interest expense. |
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. The Corporation has historically and continues to assert that foreign earnings are permanently reinvested. While the Corporation has not currently changed the assertion with respect to foreign earnings compared to prior years, the Corporation is currently evaluating the impact of U.S. Tax Reform on the global structure and any associated impacts it may have on the Corporation’s assertion on a go forward basis and as such have not included a provisional estimate of the impact. See Note 11, “Income Taxes”, for additional information regarding U.S. Tax Reform. The U.S. Tax Reform Act includes two new U.S. tax base erosion provisions, the GILTI provisions and the BEAT provisions. The GILTI provisions require the Corporation to include in its U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. The Corporation has elected to account for GILTI tax in the period in which it is incurred, and therefore has not provided any deferred tax impacts of GILTI in its consolidated financial statements for year ended December 31, 2017. The BEAT provision in the Tax Reform Act eliminate the deduction of certain base-erosion payments made to related foreign corporations, and impose a minimum tax if greater than regular tax. Starting January 1, 2018, the Corporation will account for BEAT in the period in which it is incurred to the extent the Corporation is subject to it. |
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 (loss). 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 recognized as they occur except in certain circumstances where they are required to be estimated. |
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, accounts payable, accrued liabilities, borrowings under the credit facility and borrowings under the senior loan facility. 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, 2017 and 2016 . 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 has completed its assessment of the impact of the standard on its consolidated financial statements and related disclosures. The Corporation adopted the standard using the modified retrospective method on January 1, 2018. The modified retrospective method requires a company to recognize the cumulative effect of initially applying the new standard as an adjustment to retained earnings. The Corporation had no adjustment to retained earnings as a result of initially applying the standard. The adoption of this standard affects the timing in which the Corporation recognizes certain miscellaneous revenues of its contracts and requires expanded disclosure. The Corporation does not expect the adoption of this standard to have a material effect on the financial position, results of operations, and cash flows on an ongoing basis. 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 adopted this guidance effective January 1, 2017. The Corporation's adoption of this guidance had no 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. 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. Statement of Cash Flows In August 2016, the FASB issued new guidance that clarifies the classification and presentation of certain cash flow receipts and payments on the statement of cash flows. It also requires that transactions with more than one category of classification be separated where possible or, if they are not able to be separated, be classified based on the predominant source or use of the cash flows. The new guidance includes the requirement to classify cash paid for debt prepayment or debt extinguishment costs as a financing outflow. The new guidance is effective for fiscal years beginning after December 15, 2017 for all public business entities with early adoption permitted. The Corporation has adopted the new guidance effective as of September 30, 2016 and retrospectively for all periods presented. The adoption of the new guidance had no impact on the Corporation's financial position, results of operations, cash flows and disclosures. Income Taxes In October 2016, the FASB issued new guidance intended to improve the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. Under current GAAP, the income tax consequences of intra-entity transfers of assets other than inventory are not recognized until the assets are sold to an outside party. The new guidance requires the recognition of current and deferred income taxes when the intra-entity transfer of an asset other than inventory occurs. The new guidance is effective for fiscal years beginning after December 15, 2017 for all public business entities with early adoption permitted. The adoption of the new guidance had no impact on the Corporation's financial position, results of operations, cash flows and disclosures . Restricted Cash In November 2016, the FASB issued new guidance intended to reduce the diversity in classification and presentation of restricted cash on the statement of cash flows. The new guidance will require the beginning-of-period and end-of-period totals on the statement of cash flows to include restricted cash and restricted cash equivalents. The new guidance is effective for fiscal years beginning after December 15, 2017 with early adoption permitted. The Corporation has adopted the guidance effective as of March 31, 2017, and retrospectively for all periods presented. As a result of this adoption, the Corporation's consolidated statement of cash flows will no longer present transfers between cash and cash equivalents and restricted cash. See Note 5 for a reconciliation of the totals in the consolidated statement of cash flows and in the consolidated balance sheets. Goodwill In January 2017, the FASB issued new guidance intended to simplify how an entity tests goodwill for impairment. The new guidance eliminates Step 2 from the goodwill impairment test, which measured the impairment loss by comparing the implied fair value of a reporting unit's goodwill with the carrying amount of the goodwill. Under the new guidance, the impairment loss will be measured as the amount by which the reporting unit's fair value exceeds its carrying value. The new guidance is effective for fiscal years beginning after December 15, 2019 with early adoption permitted for interim or annual goodwill impairment tests performed after January 1, 2017. The Corporation adopted the guidance for its 2017 goodwill impairment test and it did not have a material impact on its financial position, results of operations, cash flows and disclosures. |
DETAIL OF SELECTED BALANCE SH30
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of cash and cash equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheet to the amounts shown in the consolidated statements of cash flows. December 31, 2017 2016 Cash and cash equivalents $ 3,613 $ 11,460 Restricted cash 41 536 Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows $ 3,654 $ 11,996 |
Schedule of restricted cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheet to the amounts shown in the consolidated statements of cash flows. December 31, 2017 2016 Cash and cash equivalents $ 3,613 $ 11,460 Restricted cash 41 536 Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows $ 3,654 $ 11,996 |
Schedule of accounts receivable and allowance for doubtful accounts | Accounts receivable is comprised of the following: December 31, 2017 2016 Current: Accounts receivable $ 6,117 $ 69,733 Less: allowance for doubtful accounts (12 ) (12 ) Accounts receivable, net $ 6,105 $ 69,721 Noncurrent: Accounts receivable $ 78,102 $ 37,984 Less: allowance for doubtful accounts — — Accounts receivable, net, noncurrent $ 78,102 $ 37,984 Changes in the allowance for doubtful accounts were as follows: Years Ended December 31, 2017 2016 Beginning balance $ 12 $ — Charges to expense — 12 Write-offs — — Ending balance $ 12 $ 12 |
Schedule of prepaid expenses | Prepaid expenses include the following: December 31, 2017 2016 Income taxes $ 1,278 $ — Deposits 459 1,310 Debt restructuring costs 2,904 — Other 1,754 667 Total prepaid expenses $ 6,395 $ 1,977 Changes in deferred loan issuance costs and related accumulated amortization were as follows: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Balances at December 31, 2015 $ 852 $ (331 ) $ 521 Senior loan facility issuance costs 30,082 30,082 Amortization expense — (9,747 ) (9,747 ) Balances at December 31, 2016 30,934 (10,078 ) 20,856 Senior loan facility amendment costs 914 — 914 Amortization expense — (16,387 ) (16,387 ) Reclass (852 ) 821 (31 ) Balances at December 31, 2017 $ 30,996 $ (25,644 ) $ 5,352 |
Schedule of property and equipment | Property and equipment is comprised of the following: December 31, Estimated Useful Life 2017 2016 Field operating equipment 3 – 10 years $ 82,295 $ 80,780 Vehicles 3 – 5 years 15,914 15,905 Leasehold improvements 2 – 5 years 328 511 Software 3 – 5 years 2,065 2,081 Computer equipment 3 – 5 years 4,055 4,005 Office equipment 3 – 10 years 938 921 105,595 104,203 Less: accumulated depreciation and amortization (72,649 ) (61,444 ) Property and equipment, net $ 32,946 $ 42,759 |
Schedule of goodwill | Changes in the carrying value of goodwill were as follows: Balances at December 31, 2015 $ 1,658 Foreign currency translation adjustment 53 Balances at December 31, 2016 1,711 Foreign currency translation adjustment 121 Balances at December 31, 2017 $ 1,832 |
Schedule of carrying value 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 Balances at December 31, 2015 $ 1,329 $ (540 ) $ 789 Amortization expense — (95 ) (95 ) Foreign currency translation adjustment 27 — 27 Balances at December 31, 2016 1,356 (635 ) 721 Amortization expense — (97 ) (97 ) Foreign currency translation adjustment 47 — 47 Balances at December 31, 2017 $ 1,403 $ (732 ) $ 671 |
Schedule of future amortization expense of intangible assets | Future amortization expense is as follows: 2018 $ 94 2019 94 2020 94 2021 94 2022 94 Thereafter 201 Total $ 671 |
Schedule of deferred loan issuance costs | Prepaid expenses include the following: December 31, 2017 2016 Income taxes $ 1,278 $ — Deposits 459 1,310 Debt restructuring costs 2,904 — Other 1,754 667 Total prepaid expenses $ 6,395 $ 1,977 Changes in deferred loan issuance costs and related accumulated amortization were as follows: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Balances at December 31, 2015 $ 852 $ (331 ) $ 521 Senior loan facility issuance costs 30,082 30,082 Amortization expense — (9,747 ) (9,747 ) Balances at December 31, 2016 30,934 (10,078 ) 20,856 Senior loan facility amendment costs 914 — 914 Amortization expense — (16,387 ) (16,387 ) Reclass (852 ) 821 (31 ) Balances at December 31, 2017 $ 30,996 $ (25,644 ) $ 5,352 |
Schedule of accrued liabilities | Accrued liabilities include the following: December 31, 2017 2016 Accrued payroll liabilities $ 2,781 $ 7,432 Accrued interest 1,877 106 Other accrued liabilities 1,653 5,212 Total accrued liabilities $ 6,311 $ 12,750 |
CREDIT FACILITY (Tables)
CREDIT FACILITY (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Borrowings Outstanding | As of December 31, 2017 , borrowings outstanding under the Credit Facility were: December 31, 2017 Principal outstanding $ 5,000 Less: unamortized deferred loan issuance costs (599 ) Total Credit Facility outstanding $ 4,401 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Notes payable consist of the following: December 31, 2017 2016 10% second lien notes due 2019: Carrying value, including cumulative paid-in-kind interest of $8,467 and $3,619 as of December 31, 2017 and 2016, respectively $ 85,239 $ 80,536 Less: unamortized debt discount (189 ) (298 ) Total second lien notes outstanding 85,050 80,238 10% senior secured notes due 2019: Principal outstanding 1,872 1,872 Less: unamortized deferred loan issuance costs (25 ) (42 ) Total senior secured notes outstanding 1,847 1,830 Total notes payable outstanding (long-term) $ 86,897 $ 82,068 |
Schedule of redemption percentages | The Corporation has the right to redeem some or all of the Senior Secured 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 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, 2017 are as follows during the years ending December 31: Amount 2018 $ — 2019 86,861 2020 — 2021 — 2022 — Thereafter — Total $ 86,861 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Future minimum lease payments under noncancelable operating leases | As of December 31, 2017 , 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 2018 $ 2,834 2019 1,199 2020 487 2021 279 2022 266 Thereafter 558 Total future minimum lease payments $ 5,623 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017: Basic loss per share $ (40,756 ) 9,386,910 $ (4.34 ) Effect of dilutive securities — — — Diluted loss per share $ (40,756 ) 9,386,910 $ (4.34 ) Year Ended December 31, 2016: Basic loss per share $ (25,030 ) 4,083,103 $ (6.13 ) Effect of dilutive securities — — — Diluted loss per share $ (25,030 ) 4,083,103 $ (6.13 ) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 U.S. $ (33,327 ) $ (29,867 ) Foreign (1,144 ) 13,914 Total $ (34,471 ) $ (15,953 ) |
Schedule of provision for income taxes | The provision for income taxes shown in the consolidated statements of operations and comprehensive loss consists of current and deferred expense (benefit) as shown in the following table: Years Ended December 31, 2017 2016 Current income tax expense: U.S. – federal and state $ — $ 102 Foreign 3,783 7,276 Total current income tax expense $ 3,783 $ 7,378 Deferred income tax expense/(benefit): U.S. – federal and state $ — $ — Foreign 530 (1,322 ) Total deferred income tax expense/(benefit) 530 (1,322 ) Total provision for income taxes $ 4,313 $ 6,056 |
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, 2017 2016 Expected income tax expense (benefit) at 35% $ (12,065 ) $ (5,583 ) Effects of expenses not deductible for tax purposes 1,398 1,312 Tax effect of valuation allowance on deferred tax assets 5,299 7,115 Effects of differences between U.S. and foreign tax rates, net of federal benefit 1,865 6,020 Net income attributable to noncontrolling interest (717 ) (1,057 ) Branch tax\Foreign withholding and AMT (182 ) (1,466 ) Rate changes 8,272 (285 ) Other adjustments 443 — Provision for income taxes $ 4,313 $ 6,056 |
Schedule of net deferred tax assets and effects of temporary differences | December 31, Net Deferred Tax Assets: 2017 2016 Bolivia $ 875 $ 1,368 Colombia 3,392 2,249 Malaysia 325 233 Peru — 1,272 Total $ 4,592 $ 5,122 The net deferred tax assets consist of the following: December 31, 2017 2016 Noncurrent deferred tax assets, net $ 4,592 $ 5,122 Noncurrent deferred tax liability, net — — Net deferred tax assets $ 4,592 $ 5,122 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, 2017 2016 Deferred tax assets: Deferred charges $ 363 $ 1,553 Stock compensation expense 142 237 Other accruals 2,226 4,421 Research and development credits 160 160 Capital lease obligation 134 134 Foreign tax credit and AMT credit carry forwards 2,087 2,087 Financing costs 75 453 Unrealized loss on foreign currency transactions 663 700 Net operating loss carry forwards 22,404 15,668 Total deferred tax assets 28,254 25,413 Less: valuation allowance (22,651 ) (16,890 ) Total deferred tax assets, net $ 5,603 $ 8,523 Deferred tax liabilities: Property and equipment $ (671 ) $ (3,061 ) Intangible assets (340 ) (340 ) Total deferred tax liabilities (1,011 ) (3,401 ) Net deferred tax assets $ 4,592 $ 5,122 |
Summary of net operating loss carryforwards | The details of the Corporation’s tax attributes are shown below: December 31, Net Operating Loss Carryforwards: 2017 2016 United States $ 59,065 $ 22,505 Canada 7,072 6,117 Malaysia 5,426 5,726 Brazil 6,241 5,149 Peru 4,713 2,957 Others 6,240 4,847 Total $ 88,757 $ 47,301 |
Summary of foreign tax credits carryforwards | December 31, Foreign Tax Credit Carryforwards: 2017 2016 United States $ 100 $ 100 Canada 654 654 United Kingdom 727 727 Total $ 1,481 $ 1,481 |
Schedule of changes on gross amounts of unrecognized tax benefits | During 2017 and 2016, the aggregate changes in the Corporation's total gross amount of unrecognized tax benefits are as follows: Years Ended December 31, 2017 2016 Unrecognized tax benefits, beginning balance $ — $ — Additions for tax positions taken in prior years 192 — Unrecognized tax benefits, ending balance $ 192 — |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Schedule of changes in number of ordinary shares held by the Corporation | The changes in the number of shares outstanding and treasury shares held by the Corporation are as follows: For the year ended December 31, 2017 2016 Shares issued Beginning balance as of January 1 9,358,529 129,269 Vesting of restricted stock awards 103,829 1,542 Grantee election to fund payroll taxes out of restricted stock — (386 ) Exercise of stock options — 85 Issuance of shares to non-employee directors — 15,016 Common stock issued in exchange of Senior Secured Notes for Second Lien Notes — 6,410,502 Common stock issued to participants in senior loan facility — 2,803,302 Fractional shares cancelled in reverse stock split — (801 ) Ending balance as of December 31 9,462,358 9,358,529 Shares held as treasury shares Beginning balance as of January 1 — — Purchase of treasury stock 38,024 — Ending balance as of December 31 38,024 — Shares outstanding at December 31 9,424,334 9,358,529 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 Selling, general and administrative expenses $ 1,925 $ 1,383 Income tax benefit $ (674 ) $ (484 ) |
Summary of stock option activity | A summary of stock option activity for the year ended December 31, 2017 was as follows: Number of Underlying Shares Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at December 31, 2016 311,477 $ 10.19 $ 3.89 9.74 $ — Granted — $ — — — — Exercised — $ — — — — Forfeited — $ — — — — Expired — $ — — — — Outstanding at December 31, 2017 311,477 $ 10.19 $ 3.89 8.74 $ — Exercisable at December 31, 2017 — $ — $ — — $ — |
Schedule of valuation assumptions | The following table summarizes the weighted average assumptions used in the Black-Scholes pricing model for the years ended December 31, 2016 as no options were granted during 2017: : 2016 Expected volatility 60.68% Expected lives (in years) 5.92 Risk-free interest rate 1.21% Expected dividend yield —% |
Schedule of restricted stock units activity | A summary of restricted stock units activity for the year ended December 31, 2017 was as follows: Number of Shares Weighted Average Grant Date Fair Value Nonvested at December 31, 2016 311,477 $ 7.85 Granted — $ — Vested (103,829 ) $ 7.85 Forfeited — $ — Nonvested at December 31, 2017 207,648 $ 7.85 |
GEOGRAPHIC AND RELATED INFORM38
GEOGRAPHIC AND RELATED INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 2016 2017 2016 North America: United States $ 40,504 $ 77,626 $ 33,647 $ 55,282 Canada 14,459 9,341 3,625 3,804 Total 54,963 86,967 37,272 59,086 South America: Peru (82 ) 252 15 495 Colombia 30,268 37,394 1,396 2,644 Bolivia 2,473 76,928 409 922 Other 13 1,968 1,420 2,167 Total 32,672 116,542 3,240 6,228 Southeast Asia: Malaysia — 1,734 471 875 New Zealand 4,266 — — — Other — — — 6 Total 4,266 1,734 471 881 West Africa: Nigeria 35,121 321 — — Total 35,121 321 — — Consolidated $ 127,022 $ 205,564 $ 40,983 $ 66,195 Total excluding United States $ 86,518 $ 127,938 $ 7,336 $ 10,913 |
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 2017 and 2016 is as follows: Revenue from Services Accounts Receivable, Net Years Ended December 31, December 31, Amount % of Consolidated Amount % of Consolidated 2017 Customer A $ 40,186 32% Customer B $ 35,121 28% Customer C $ 19,503 15% Customer D $ — —% $ 78,102 93% 2016 Customer E $ 74,407 36% Customer D $ 57,254 28% $ 81,609 76% Customer C $ 21,161 10% |
CONDENSED CONSOLIDATING FINAN39
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Consolidated Balance Sheet | December 31, 2017 Balance Sheet SAExploration Holdings, Inc. The Guarantors Other Subsidiaries Consolidating Adjustments Total Consolidated ASSETS Current assets: Cash and cash equivalents $ 8 $ 1,097 $ 2,508 $ — $ 3,613 Restricted cash — — 41 — 41 Accounts receivable, net — 322 5,783 — 6,105 Deferred costs on contracts — 144 1,963 — 2,107 Prepaid expenses 3,162 240 2,993 — 6,395 Total current assets 3,170 1,803 13,288 — 18,261 Property and equipment, net — 28,143 4,803 — 32,946 Investment in subsidiaries (32,901 ) 51,210 7,500 (25,809 ) — Intercompany receivables 134,502 — — (134,502 ) — Intangible assets, net — — 671 — 671 Goodwill — — 1,832 — 1,832 Deferred loan issuance costs, net 5,352 — — — 5,352 Accounts receivable, net, noncurrent — 78,102 — — 78,102 Deferred income tax assets — — 4,592 — 4,592 Other assets — 150 32 — 182 Total assets $ 110,123 $ 159,408 $ 32,718 $ (160,311 ) $ 141,938 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable $ 1,782 $ 590 $ 2,179 $ — $ 4,551 Accrued liabilities 1,885 2,223 2,203 — 6,311 Income and other taxes payable 10 24 7,853 — 7,887 Borrowings under senior loan facility 995 — — — 995 Deferred revenue — — 1,477 — 1,477 Total current liabilities 4,672 2,837 13,712 — 21,221 Intercompany payables — 93,200 41,302 (134,502 ) — Borrowings under senior loan facility 29,000 — — — 29,000 Borrowings under credit facility — 4,401 — — 4,401 Second lien notes, net 85,050 — — — 85,050 Senior secured notes, net 1,847 — — — 1,847 Other long-term liabilities 300 250 58 — 608 Total liabilities 120,869 100,688 55,072 (134,502 ) 142,127 Stockholders’ equity (deficit): Common stock 1 — — — 1 Additional paid-in capital 133,741 43,861 22,057 (65,918 ) 133,741 Retained earnings (accumulated deficit) (144,375 ) 10,289 (39,329 ) 40,109 (133,306 ) Accumulated other comprehensive loss — — (5,082 ) — (5,082 ) Treasury stock (113 ) — — — (113 ) Total stockholders’ equity (deficit) attributable to the Corporation (10,746 ) 54,150 (22,354 ) (25,809 ) (4,759 ) Noncontrolling interest $ — $ 4,570 $ — $ — $ 4,570 Total stockholders’ equity (deficit) (10,746 ) 58,720 (22,354 ) (25,809 ) (189 ) Total liabilities and stockholders’ equity (deficit) $ 110,123 $ 159,408 $ 32,718 $ (160,311 ) $ 141,938 December 31, 2016 Balance Sheet SAExploration Holdings, Inc. The Guarantors Other Subsidiaries Consolidating Adjustments Total Consolidated ASSETS Current assets: Cash and cash equivalents $ 2,054 $ 3,446 $ 5,960 $ — $ 11,460 Restricted cash — — 536 — 536 Accounts receivable, net 22 52,101 17,598 — 69,721 Deferred costs on contracts — 8,378 266 — 8,644 Prepaid expenses 22 268 1,687 — 1,977 Total current assets 2,098 64,193 26,047 — 92,338 Property and equipment, net — 34,277 8,482 — 42,759 Investment in subsidiaries (12,653 ) 63,247 7,500 (58,094 ) — Intercompany receivables 130,433 — — (130,433 ) — Intangible assets, net — — 721 — 721 Goodwill — — 1,711 — 1,711 Deferred loan issuance costs, net 20,619 237 — — 20,856 Accounts receivable, net, noncurrent — 37,984 — — 37,984 Deferred income tax assets — — 5,122 — 5,122 Other assets — 164 — — 164 Total assets $ 140,497 $ 200,102 $ 49,583 $ (188,527 ) $ 201,655 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable $ 128 $ 5,155 $ 4,018 $ — $ 9,301 Accrued liabilities 88 5,769 6,893 — 12,750 Income and other taxes payable 20 746 14,839 — 15,605 Borrowings under credit facility — 5,844 — — 5,844 Current portion of capital leases — 39 17 — 56 Deferred revenue — 7,975 — — 7,975 Total current liabilities 236 25,528 25,767 — 51,531 Borrowings under senior loan facility 29,995 — — 29,995 Second lien notes, net 80,238 — — 80,238 Senior secured notes, net 1,830 — — — 1,830 Intercompany payables — 96,559 33,874 (130,433 ) — Total liabilities 112,299 122,087 59,641 (130,433 ) 163,594 Stockholders’ equity (deficit): Common stock 1 — — — 1 Additional paid-in capital 131,816 43,861 22,058 (65,919 ) 131,816 Retained earnings (accumulated deficit) (103,619 ) 30,538 (27,294 ) 7,825 (92,550 ) Accumulated other comprehensive loss — — (4,822 ) — (4,822 ) Total stockholders’ equity (deficit) attributable to the Corporation 28,198 74,399 (10,058 ) (58,094 ) 34,445 Noncontrolling interest — 3,616 — — 3,616 Total stockholders’ equity (deficit) 28,198 78,015 (10,058 ) (58,094 ) 38,061 Total liabilities and stockholders’ equity (deficit) $ 140,497 $ 200,102 $ 49,583 $ (188,527 ) $ 201,655 |
Condensed Consolidated Income Statement | Year Ended December 31, 2017 Statement of Operations SAExploration Holdings, Inc. The Guarantors Other Subsidiaries Consolidating Adjustments Total Consolidated Revenue from services $ — $ 75,625 $ 51,397 $ — $ 127,022 Cost of services — 59,263 45,691 — 104,954 Gross profit — 16,362 5,706 — 22,068 Selling, general and administrative expenses 3,943 11,097 10,657 — 25,697 Gain on disposal of property and equipment, net — (45 ) (56 ) — (101 ) Income (loss) from operations (3,943 ) 5,310 (4,895 ) — (3,528 ) Other expense, net (16,569 ) (13,453 ) (921 ) — (30,943 ) Equity in income (losses) of investments (20,249 ) (7,297 ) — 27,546 — Income (loss) before income taxes (40,761 ) (15,440 ) (5,816 ) 27,546 (34,471 ) Provision for income taxes (5 ) 2,760 1,558 — 4,313 Net income (loss) (40,756 ) (18,200 ) (7,374 ) 27,546 (38,784 ) Less: net income (loss) attributable to noncontrolling interest — 2,049 (77 ) — 1,972 Net income (loss) attributable to the Corporation $ (40,756 ) $ (20,249 ) $ (7,297 ) $ 27,546 $ (40,756 ) Comprehensive net income (loss) $ (40,756 ) $ (18,200 ) $ (7,634 ) $ 27,546 $ (39,044 ) Less: comprehensive net income (loss) attributable to noncontrolling interest — 2,049 (77 ) — 1,972 Comprehensive net income (loss) attributable to the Corporation $ (40,756 ) $ (20,249 ) $ (7,557 ) $ 27,546 $ (41,016 ) Year Ended December 31, 2016 Statement of Operations SAExploration Holdings, Inc. The Guarantors Other Subsidiaries Consolidating Adjustments Total Consolidated Revenue from services $ — $ 77,947 $ 127,617 $ — $ 205,564 Cost of services — 59,445 101,083 — 160,528 Gross profit — 18,502 26,534 — 45,036 Selling, general and administrative expenses 3,862 11,378 14,013 — 29,253 Loss (gain) on disposal of property and equipment, net — 4,830 (288 ) — 4,542 Income (loss) from operations (3,862 ) 2,294 12,809 — 11,241 Other (expense) income, net (23,492 ) (4,510 ) 808 — (27,194 ) Equity in income (losses) of investments 2,369 8,010 — (10,379 ) — Income (loss) before income taxes (24,985 ) 5,794 13,617 (10,379 ) (15,953 ) Provision for income taxes 45 404 5,607 — 6,056 Net income (loss) (25,030 ) 5,390 8,010 (10,379 ) (22,009 ) Less: net income attributable to noncontrolling interest — 3,021 — — 3,021 Net income (loss) attributable to the Corporation $ (25,030 ) $ 2,369 $ 8,010 $ (10,379 ) $ (25,030 ) Comprehensive net income (loss) $ (25,030 ) $ 5,390 $ 7,459 $ (10,379 ) $ (22,560 ) Less: comprehensive net income attributable to noncontrolling interest — 3,021 — — 3,021 Comprehensive net income (loss) attributable to the Corporation $ (25,030 ) $ 2,369 $ 7,459 $ (10,379 ) $ (25,581 ) |
Condensed Consolidated Statement of Cash Flows | Year Ended December 31, 2017 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 $ 2,750 $ 3,619 $ (6,180 ) $ (4,742 ) $ (4,553 ) Investing activities: Purchase of property and equipment — (1,931 ) (739 ) — (2,670 ) Proceeds from sale of property and equipment — 1,850 60 — 1,910 Net cash provided by (used in) investing activities — (81 ) (679 ) — (760 ) Financing activities: Payment of senior loan facility fee, debt discount and loan issuance costs (614 ) (552 ) — — (1,166 ) Credit facility borrowings — 33,401 — — 33,401 Credit facility repayments — (34,245 ) — — (34,245 ) Purchase of treasury stock (113 ) — — — (113 ) Distribution to noncontrolling interest — (1,095 ) — — (1,095 ) Intercompany lending (4,069 ) (3,359 ) 7,428 — — Dividend payments to affiliate — — (4,742 ) 4,742 — Other financing activities — (39 ) (17 ) — (56 ) Net cash provided by (used in) financing activities (4,796 ) (5,889 ) 2,669 4,742 (3,274 ) Effects of exchange rate changes on cash, cash equivalents and restricted cash — 2 243 — 245 Net change in cash, cash equivalents and restricted cash (2,046 ) (2,349 ) (3,947 ) — (8,342 ) Cash, cash equivalents and restricted cash at the beginning of period 2,054 3,446 6,496 — 11,996 Cash, cash equivalents and restricted cash at the end of period $ 8 $ 1,097 $ 2,549 — $ 3,654 Year Ended December 31, 2016 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 $ (11,057 ) $ (23,540 ) $ 17,632 $ (2,865 ) $ (19,830 ) Investing activities: Purchase of property and equipment — (2,917 ) (435 ) — (3,352 ) Capital contribution to affiliate — 650 — (650 ) — Proceeds from sale of property and equipment — — 488 — 488 Net cash provided by (used in) investing activities — (2,267 ) 53 (650 ) (2,864 ) Financing activities: Borrowings under senior loan facility 29,995 — — — 29,995 Payment of loan facility fee, debt discount, and loan issuance costs (2,002 ) — — — (2,002 ) Credit facility borrowings — 44,470 — — 44,470 Credit facility repayments — (46,525 ) — — (46,525 ) Distribution to noncontrolling interest — (3,838 ) — — (3,838 ) Intercompany lending (14,742 ) 27,142 (12,400 ) — — Return of capital to affiliate — — (650 ) 650 — Dividend payments to affiliate — — (2,865 ) 2,865 — Legal fees associated with stock issuance on restructuring (131 ) — — — (131 ) Other financing activities (9 ) (57 ) (61 ) — (127 ) Net cash provided by (used in) financing activities 13,111 21,192 (15,976 ) 3,515 21,842 Effects of exchange rate changes on cash, cash equivalents and restricted cash — 36 994 — 1,030 Net change in cash, cash equivalents and restricted cash 2,054 (4,579 ) 2,703 — 178 Cash, cash equivalents and restricted cash at the beginning of period — 8,025 3,793 — 11,818 Cash, cash equivalents and restricted cash at the end of period $ 2,054 $ 3,446 $ 6,496 $ — $ 11,996 |
NATURE OF OPERATIONS (Details)
NATURE OF OPERATIONS (Details) | Dec. 31, 2017channel |
Foreign Countries | |
Gas and Oil Acreage [Line Items] | |
Number of land and marine channels (over) | 27,500 |
RESTRUCTURINGS (Details)
RESTRUCTURINGS (Details) | Mar. 05, 2018holderdirector | Jan. 29, 2018USD ($)director$ / sharesshares | Dec. 22, 2017$ / sharesshares | Jul. 27, 2016USD ($)shares | Jun. 29, 2016USD ($) | Jun. 24, 2016shares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016shares | Mar. 08, 2018shares | Mar. 06, 2018shares | Dec. 19, 2017 | Jan. 11, 2017director | Jun. 13, 2016USD ($) | Jul. 02, 2014USD ($) |
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Shares issued (in shares) | 0 | 2,803,302 | ||||||||||||
Common Stock | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Reverse stock split conversion ratio | 0.0074 | |||||||||||||
Secured Debt | Second Lien Notes | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Debt interest rate percentage | 10.00% | 10.00% | ||||||||||||
Shares issued per unit of original debt restructured (in shares) | 46.41 | |||||||||||||
Debt, face amount exchanged | $ | $ 76,523,000 | $ 134,522,000 | ||||||||||||
Conversion price per unit of original debt restructured | 0.50 | |||||||||||||
Secured Debt | Second Lien Notes | Common Stock | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Shares issued per unit of original debt restructured (in shares) | 65,003,000 | |||||||||||||
Shares issued (in shares) | 6,410,502 | |||||||||||||
Secured Debt | Senior Secured Notes | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Debt interest rate percentage | 10.00% | |||||||||||||
Debt, face amount exchanged | $ | $ 138,128,000 | $ 150,000,000 | ||||||||||||
Subsequent Event | Secured Debt | Second Lien Notes | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Debt, face amount exchanged | $ | $ 6,952,000 | |||||||||||||
Subsequent Event | Secured Debt | Senior Secured Notes | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Debt, face amount exchanged | $ | 1,865,000 | |||||||||||||
2017 Restructuring Support Agreement | 2017 Supporting Holders | Secured Debt | Second Lien Notes | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Percentage of principal amount of debt beneficially owned by holders | 85.00% | |||||||||||||
2017 Exchange Offer | Secured Debt | Second Lien Notes and Senior Secured Notes | Series C Warrants | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Shares issued (in shares) | 8,286,061 | |||||||||||||
2017 Exchange Offer | Subsequent Event | Secured Debt | Second Lien Notes | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Debt, face amount exchanged | $ | $ 78,037,000 | |||||||||||||
Debt, percentage of face amount exchanged | 91.80% | |||||||||||||
2017 Exchange Offer | Subsequent Event | Secured Debt | Second Lien Notes and Senior Secured Notes | Common Stock | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Shares issued (in shares) | 812,321 | |||||||||||||
Number of preferred stock convertible shares to be issued in conversion (in shares) | 21.7378 | 4,491,674 | ||||||||||||
2017 Exchange Offer | Subsequent Event | Secured Debt | Second Lien Notes and Senior Secured Notes | Series A Preferred Stock | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Shares issued (in shares) | 31,669 | |||||||||||||
2017 Exchange Offer | Subsequent Event | Secured Debt | Second Lien Notes and Senior Secured Notes | Series B Preferred Stock | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Shares issued (in shares) | 855,195 | |||||||||||||
2017 Exchange Offer | Subsequent Event | Secured Debt | Second Lien Notes and Senior Secured Notes | Series C Warrants | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Shares issued (in shares) | 8,286,061 | |||||||||||||
2017 Exchange Offer | Subsequent Event | Secured Debt | Second Lien Notes and Senior Secured Notes | Series D Warrants | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Number of preferred stock convertible shares to be issued in conversion (in shares) | 21.7378 | 14,098,370 | 14,098,370 | |||||||||||
2017 Exchange Offer | Subsequent Event | Secured Debt | Senior Secured Notes | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Debt, face amount exchanged | $ | $ 7,000 | |||||||||||||
Debt, percentage of face amount exchanged | 1.00% | |||||||||||||
2017 Exchange Offer | 2017 Participant Holders | Secured Debt | Second Lien Notes and Senior Secured Notes | Common Stock | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Shares issued per unit of original debt restructured (in shares) | 21.8457 | |||||||||||||
2017 Exchange Offer | 2017 Participant Holders | Secured Debt | Second Lien Notes and Senior Secured Notes | Series A Preferred Stock | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Shares issued per unit of original debt restructured (in shares) | 0.4058 | |||||||||||||
Dividend percentage on convertible preferred stock | 8.00% | |||||||||||||
2017 Exchange Offer | 2017 Participant Holders | Secured Debt | Second Lien Notes and Senior Secured Notes | Series B Preferred Stock | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Shares issued per unit of original debt restructured (in shares) | 10.9578 | |||||||||||||
2017 Exchange Offer | 2017 Participant Holders | Secured Debt | Second Lien Notes and Senior Secured Notes | Series C Warrants | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Shares issued per unit of original debt restructured (in shares) | 94.7339 | |||||||||||||
Exercise price of warrants (in usd per share) | $ / shares | $ 0.0001 | |||||||||||||
2017 Exchange Offer | 2017 Participant Holders | Secured Debt | Second Lien Notes and Senior Secured Notes | Series D Warrants | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Exercise price of warrants (in usd per share) | $ / shares | $ 0.0001 | |||||||||||||
2017 Exchange Offer | 2017 Participant Holders | Subsequent Event | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Right to choose one director based on percentage of shares outstanding (minimum) (as percentage) | 900.00% | |||||||||||||
Number of holders entitled to nominate a director | holder | 3 | |||||||||||||
Number of holders that nominated a director | holder | 2 | |||||||||||||
Number of directors that each member of board holding minimum percentage of shares outstanding can nominate | director | 1 | |||||||||||||
Number of directors | director | 7 | |||||||||||||
2017 Exchange Offer | 2017 Participant Holders | Subsequent Event | Series A Preferred Stock | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Dividend percentage on convertible preferred stock | 8.00% | |||||||||||||
Number of preferred stock convertible shares to be issued in conversion (in shares) | 3,271.4653 | |||||||||||||
2017 Exchange Offer | 2017 Participant Holders | Subsequent Event | Amended and Restated Plan 2016 | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Number of common stocks issued, net of income tax and exercise price withholdings (in shares) | 178,787 | |||||||||||||
2017 Exchange Offer | 2017 Participant Holders | Subsequent Event | Secured Debt | Second Lien Notes and Senior Secured Notes | Series D Warrants | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Exercise price of warrants (in usd per share) | $ / shares | $ 0.0001 | |||||||||||||
2016 Restructuring Support Agreement | Debt Restructuring | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Par value of Corporation's debt restructured (as percent) | 66.00% | |||||||||||||
2016 Restructuring Support Agreement | Supporting Holders | Debt Restructuring | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Number of directors that each member of board holding minimum percentage of shares outstanding can nominate | director | 1 | |||||||||||||
Number of directors | director | 7 | |||||||||||||
Number of chosen by supporting holders | director | 4 | |||||||||||||
2016 Restructuring Support Agreement | Supporting Holders | Debt Restructuring | Whitebox Advisors LLC | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Number of directors | director | 1 | |||||||||||||
2016 Restructuring Support Agreement | Supporting Holders | Debt Restructuring | BlueMountain Capital Management, LLC | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Number of directors | director | 1 | |||||||||||||
2016 Restructuring Support Agreement | Supporting Holders | Debt Restructuring | Senior Management | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Number of directors | director | 1 | |||||||||||||
Number of chosen by supporting holders | director | 1 | |||||||||||||
2016 Restructuring Support Agreement | Supporting Holders | Common Stock | Debt Restructuring | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Shares issued (in shares) | 9,213,804 | |||||||||||||
Stock issued to lenders to total shares outstanding (as percent) | 92.69% | 28.20% | ||||||||||||
2016 Restructuring Support Agreement | Supporting Holders | Common Stock | Debt Restructuring | Director | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Right to choose one director based on percentage of shares outstanding (minimum) (as percentage) | 10.00% | |||||||||||||
2016 Restructuring Support Agreement | Supporting Holders | Warrant | Debt Restructuring | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Stock issued to lenders to total shares outstanding (as percent) | 4.50% | |||||||||||||
2016 Restructuring Support Agreement | Supporting Holders | Senior Loan Facility | Debt Restructuring | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ | $ 30,000,000 | $ 30,000,000 | ||||||||||||
Line of credit annual interest rate (as percent) | 10.00% | |||||||||||||
2016 Restructuring Support Agreement | Supporting Holders | Secured Debt | Second Lien Notes | Debt Restructuring | ||||||||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||||||||
Shares issued per unit of original debt restructured (in shares) | 46.41 | |||||||||||||
Conversion price per unit of original debt restructured | 0.50 |
CREDIT CONCENTRATION (Details)
CREDIT CONCENTRATION (Details) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 12 Months Ended | ||
Mar. 15, 2018 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Long term accounts receivable | $ 78,102 | $ 78,102 | $ 37,984 | ||
Tax Credits | State of Alaska | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Cut-off percentage of production rate allowed to transfer tax credits to pay taxes | 4.00% | 4.00% | |||
Floor percentage to transfer tax credit certificates | 4.00% | 4.00% | |||
Tax credit received as collateral settlement amount with producers | $ 786,000 | $ 786,000 | |||
Tax Credits | Subsequent Event | State of Alaska | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
State of Alaska liability for tax credits | $ 1,200,000 | ||||
Customer A | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Concentration risk, percentage | 32.00% | ||||
Customer A | State of Alaska Tax Credits | State of Alaska | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Tax credits assigned as collateral for accounts receivable | 59,100 | $ 59,100 | |||
Tax credits assigned as collateral for accounts receivable subject to monetization | 56,200 | 56,200 | 56,200 | ||
Customer A | State of Alaska Tax Credits | State of Alaska | Scenario, Forecast | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Tax credits assigned as collateral for accounts receivable | $ 21,300 | ||||
Customer A | Tax Credits | State of Alaska | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Tax credits assigned as collateral recorded as reduction of accounts receivable | 3,500 | 10,900 | |||
Customer A | Tax Credits | Subsequent Event | State of Alaska | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Tax credits assigned as collateral for accounts receivable | 8,600 | ||||
Tax credits assigned as collateral additional amounts received | 8,300 | ||||
Tax credits assigned as collateral recovery of amounts previously disallowed | 2,900 | ||||
Total amount of tax credit certificates received | $ 64,500 | ||||
Customer Concentration Risk | Customer A | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Long term accounts receivable | 78,100 | 78,100 | |||
Customer Concentration Risk | Customer A | State of Alaska Tax Credits | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Long term accounts receivable | 78,100 | 78,100 | $ 38,000 | ||
Tax credits assigned as collateral for accounts receivable | 89,000 | $ 89,000 | |||
Customer Concentration Risk | Customer A | State of Alaska Tax Credits | Scenario, Adjustment | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Additional amount or accounts receivable reclassified to long term | $ 42,100 | ||||
Customer Concentration Risk | Accounts Receivable | Customer A | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Concentration risk, percentage | 93.00% |
SIGNIFICANT ACCOUNTING POLICI43
SIGNIFICANT ACCOUNTING POLICIES (Details) | 12 Months Ended | |
Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | |
Cash and Cash Equivalents [Line Items] | ||
Deferred revenue | $ 1,477,000 | $ 7,975,000 |
Impairment of long-lived assets | 0 | 0 |
Impairment of goodwill | $ 0 | $ 0 |
Number of reportable segments | segment | 1 | |
Customer relationships | ||
Cash and Cash Equivalents [Line Items] | ||
Estimate useful life of intangible assets (in years) | 13 years | 13 years |
Foreign Countries | ||
Cash and Cash Equivalents [Line Items] | ||
Cash in subsidiaries | $ 2,508,000 | $ 5,960,000 |
Foreign Countries | Trade Accounts Receivable | ||
Cash and Cash Equivalents [Line Items] | ||
Concentration risk, percentage | 5.00% | 19.00% |
DETAIL OF SELECTED BALANCE SH44
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Cash and cash equivalents | $ 3,613 | $ 11,460 | |
Restricted cash | 41 | 536 | |
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows | 3,654 | $ 11,996 | $ 11,818 |
Variable Interest Entity, Primary Beneficiary | WEST AFRICA | |||
Variable Interest Entity [Line Items] | |||
Foreign exchange loss recognized | $ 1,310 |
DETAIL OF SELECTED BALANCE SH45
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Accounts Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | ||||
Accounts receivable | $ 6,117 | $ 69,733 | ||
Less: allowance for doubtful accounts | $ (12) | $ 0 | (12) | (12) |
Accounts receivable, net | 6,105 | 69,721 | ||
Noncurrent: | ||||
Accounts receivable | 78,102 | 37,984 | ||
Less: allowance for doubtful accounts | 0 | 0 | ||
Accounts receivable, net, noncurrent | $ 78,102 | $ 37,984 | ||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||||
Beginning balance | 12 | 0 | ||
Charges to expense | 0 | 12 | ||
Write-offs | 0 | 0 | ||
Ending balance | $ 12 | $ 12 |
DETAIL OF SELECTED BALANCE SH46
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Prepaid Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Income taxes | $ 1,278 | $ 0 |
Deposits | 459 | 1,310 |
Debt restructuring costs | 2,904 | 0 |
Other | 1,754 | 667 |
Total prepaid expenses | $ 6,395 | $ 1,977 |
DETAIL OF SELECTED BALANCE SH47
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 105,595 | $ 104,203 |
Less: accumulated depreciation and amortization | (72,649) | (61,444) |
Property and equipment, net | 32,946 | 42,759 |
Depreciation and amortization expense | 12,002 | 16,815 |
Depreciation and amortization included in cost of services | 11,725 | 16,410 |
Depreciation and amortization recorded in selling, general and administrative expense | 277 | 405 |
Proceeds from disposal of property and equipment | 1,910 | 488 |
Loss on disposal of property and equipment, net | (101) | 4,542 |
Field operating equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 82,295 | 80,780 |
Proceeds from disposal of property and equipment | 1,850 | |
Loss on disposal of property and equipment, net | 4,580 | |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 15,914 | 15,905 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 328 | 511 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,065 | 2,081 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,055 | 4,005 |
Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 938 | $ 921 |
Minimum | Field operating equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Minimum | Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Minimum | Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 2 years | |
Minimum | Software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Minimum | Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Minimum | Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Maximum | Field operating equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 10 years | |
Maximum | Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | |
Maximum | Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | |
Maximum | Software | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | |
Maximum | Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 5 years | |
Maximum | Office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life | 10 years |
DETAIL OF SELECTED BALANCE SH48
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 1,711 | $ 1,658 |
Foreign currency translation adjustment | 121 | 53 |
Ending balance | $ 1,832 | $ 1,711 |
DETAIL OF SELECTED BALANCE SH49
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Intangible Assets - Changes in Carrying Value (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-lived Intangible Assets [Roll Forward] | |||
Gross Carrying Amount | $ 1,403 | $ 1,356 | $ 1,329 |
Accumulated Amortization | (732) | (635) | (540) |
Net Carrying Amount | 671 | 721 | $ 789 |
Amortization expense | (97) | (95) | |
Foreign currency translation adjustment | $ 47 | $ 27 | |
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 SH50
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Intangible Assets - Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
2,018 | $ 94 | ||
2,019 | 94 | ||
2,020 | 94 | ||
2,021 | 94 | ||
2,022 | 94 | ||
Thereafter | 201 | ||
Net Carrying Amount | $ 671 | $ 721 | $ 789 |
DETAIL OF SELECTED BALANCE SH51
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Deferred Loan Issuance Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2014 | Dec. 31, 2015 | |
Deferred Finance Costs, Noncurrent, Net [Abstract] | |||||
Gross Carrying Amount, beginning balance | $ 852 | $ 30,934 | $ 852 | ||
Accumulated Amortization, beginning balance | (331) | (10,078) | (331) | ||
Senior loan facility amendment costs | 1,166 | 2,002 | |||
Amortization of debt issuance costs | (9,747) | (16,387) | |||
Reclass | 821 | ||||
Accumulated Amortization, ending balance | (25,644) | (10,078) | |||
Gross Carrying Amount, ending balance | 30,996 | 30,934 | |||
Deferred loan issuance costs, net | 5,352 | 20,856 | $ 521 | ||
Senior Loan Facility | |||||
Deferred Finance Costs, Noncurrent, Net [Abstract] | |||||
Reclass | (852) | ||||
Senior loan facility amendment costs | $ 914 | $ 914 | 30,082 | ||
Reclass | $ (31) | ||||
Amortization period of deferred loan issuance costs | 18 months | ||||
Credit Agreement | |||||
Deferred Finance Costs, Noncurrent, Net [Abstract] | |||||
Amortization period of deferred loan issuance costs | 3 years |
DETAIL OF SELECTED BALANCE SH52
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued payroll liabilities | $ 2,781 | $ 7,432 |
Accrued interest | 1,877 | 106 |
Other accrued liabilities | 1,653 | 5,212 |
Total accrued liabilities | $ 6,311 | $ 12,750 |
CREDIT FACILITY - Borrowings Ou
CREDIT FACILITY - Borrowings Outstanding (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Line of Credit Facility [Line Items] | ||
Total Credit Facility outstanding | $ 86,897 | $ 82,068 |
Credit Agreement | Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Principal outstanding | 5,000 | |
Less: unamortized deferred loan issuance costs | (599) | |
Total Credit Facility outstanding | $ 4,401 |
CREDIT FACILITY - Additional In
CREDIT FACILITY - Additional Information (Details) | Sep. 23, 2018 | Mar. 23, 2018 | Sep. 22, 2017USD ($)assigneeholder | Nov. 06, 2014USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 22, 2017USD ($)lender |
Line of Credit Facility [Line Items] | ||||||||
Borrowings under credit facility | $ 5,844,000 | |||||||
Deferred loan issuance costs | $ 1,166,000 | 2,002,000 | ||||||
Prior Credit Agreement | Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Borrowings under credit facility | 5,844,000 | |||||||
Credit Facility | Sub-Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Letters of credit outstanding | $ 0 | |||||||
Revolving Credit Facility | Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Number of assignees | assignee | 1 | |||||||
Number of holders | holder | 2 | |||||||
Maximum borrowing capacity | $ 16,000 | |||||||
Threshold amount of proceeds from monetization of tax credits received to reduce credit facility | 15,000,000 | |||||||
Line of credit facility, minimum increments | $ 1,000,000 | |||||||
Deferred loan issuance costs | $ 782,000 | |||||||
Legal and investment baking costs | 400,000 | |||||||
Debt fees paid to lenders | $ 382,000 | |||||||
Ending interest rate | 10.25% | |||||||
Revolving Credit Facility | Credit Agreement | Scenario, Forecast | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Ending interest rate | 11.75% | 10.75% | ||||||
Revolving Credit Facility | First Amendment | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | $ 20,000 | |||||||
Number of additional lenders | lender | 2 | |||||||
Revolving Credit Facility | Credit Facility | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit unused commitment fee percentage | 3.00% | |||||||
Revolving Credit Facility | Credit Facility | Prior Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Maximum borrowing capacity | $ 10,000,000 | |||||||
Ending interest rate | 4.00% | |||||||
Revolving Credit Facility | Credit Facility | Prior Credit Agreement | LIBOR | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Description of variable rate basis | LIBOR | |||||||
Basis spread on variable rate | 3.00% | |||||||
Revolving Credit Facility | Credit Facility | Letter of credit | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Line of credit unused commitment fee percentage | 0.50% | |||||||
Chief Executive Officer | Revolving Credit Facility | Credit Agreement | ||||||||
Line of Credit Facility [Line Items] | ||||||||
Number of holders | holder | 1 |
SENIOR LOAN FACILITY (Details)
SENIOR LOAN FACILITY (Details) - USD ($) | Jul. 27, 2016 | Sep. 30, 2017 | Mar. 31, 2016 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Aug. 08, 2018 | Feb. 08, 2018 | Sep. 08, 2017 | Jul. 29, 2016 | Jun. 29, 2016 |
Line of Credit Facility [Line Items] | |||||||||||
Borrowings under credit facility | $ 5,844,000 | ||||||||||
Borrowings under senior loan facility | 29,995,000 | ||||||||||
Deferred loan issuance costs | $ 1,166,000 | 2,002,000 | |||||||||
Fair value of common stock issued to lenders | $ 0 | $ 28,425,000 | |||||||||
Shares issued (in shares) | 0 | 2,803,302 | |||||||||
Senior Loan Facility | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Borrowings under credit facility | $ 29,995,000 | $ 29,995,000 | $ 995,000 | $ 0 | |||||||
Borrowings under senior loan facility | 29,000,000 | 29,995,000 | |||||||||
Deferred loan issuance costs | $ 914,000 | 914,000 | 30,082,000 | ||||||||
Senior Loan Facility | Senior Loan Facility | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Maximum borrowing capacity | $ 30,000,000 | ||||||||||
Line of credit, maximum borrowing capacity immediately available | $ 15,000,000 | ||||||||||
Line of credit, maximum borrowing capacity at the time of first amendment | $ 15,000,000 | ||||||||||
Line of credit current borrowing capacity | $ 29,000,000 | ||||||||||
Debt interest rate percentage | 10.50% | 10.00% | 10.00% | ||||||||
Borrowings under senior loan facility | 29,995,000 | ||||||||||
Threshold amount of proceeds from monetization of tax credits received to reduce credit facility | $ 15,000,000 | ||||||||||
Deferred loan issuance costs | 914,000 | ||||||||||
Debt issuance costs, facility fees paid to lenders | 600,000 | ||||||||||
Debt issuance costs, legal and investment banking fees | $ 314,000 | ||||||||||
Debt issuance costs, facility fees, legal and investment banking | $ 600,000 | ||||||||||
Senior Loan Facility | Senior Loan Facility | Common Stock | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Fair value of common stock issued to lenders | $ 28,425,000 | ||||||||||
Shares issued (in shares) | 2,803,302 | ||||||||||
Senior Loan Facility | Senior Loan Facility | Scenario, Forecast | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Debt interest rate percentage | 12.50% | 11.50% | |||||||||
Senior Loan Facility | Senior Loan Facility | Deferred loans issuance costs, net | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Deferred loan issuance costs | $ 30,082,000 | ||||||||||
Senior Loan Facility | Senior Loan Facility, Residual Loan | |||||||||||
Line of Credit Facility [Line Items] | |||||||||||
Borrowings under senior loan facility | $ 995,000 |
NOTES PAYABLE - Schedule of Not
NOTES PAYABLE - Schedule of Notes Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 86,897 | $ 82,068 |
10% second lien notes due 2019 | ||
Debt Instrument [Line Items] | ||
Debt, principal amount | 85,239 | 80,536 |
Less: unamortized debt discount | (189) | (298) |
10% senior secured notes due 2019 | ||
Debt Instrument [Line Items] | ||
Debt, principal amount | 1,872 | 1,872 |
Less: unamortized deferred loan issuance costs | (25) | (42) |
Secured Debt | 10% second lien notes due 2019 | ||
Debt Instrument [Line Items] | ||
Cumulative paid-in-kind interest | 8,467 | 3,619 |
Long-term debt | 85,050 | 80,238 |
Secured Debt | 10% senior secured notes due 2019 | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 1,847 | $ 1,830 |
NOTES PAYABLE - Additional Info
NOTES PAYABLE - Additional Information (Details) | Jan. 29, 2018USD ($)shares | Dec. 22, 2017shares | Jul. 27, 2016USD ($)shares | Jun. 24, 2016 | Jul. 02, 2014USD ($) | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)shares |
Debt Instrument [Line Items] | |||||||
Shares issued (in shares) | shares | 0 | 2,803,302 | |||||
Paid-in-kind interest | $ 4,848,000 | $ 3,619,000 | |||||
Common Stock | |||||||
Debt Instrument [Line Items] | |||||||
Reverse stock split conversion ratio | 0.0074 | ||||||
Second Lien Notes | |||||||
Debt Instrument [Line Items] | |||||||
Unamortized debt discount | 189,000 | 298,000 | |||||
Secured Debt | On or after July 15, 2017 and prior to July 15, 2018 | |||||||
Debt Instrument [Line Items] | |||||||
Redemption price percentage | 105.00% | ||||||
Secured Debt | On and after July 15, 2018 | |||||||
Debt Instrument [Line Items] | |||||||
Redemption price percentage | 100.00% | ||||||
Secured Debt | Senior Secured Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt, face amount | $ 138,128,000 | $ 150,000,000 | |||||
Stated interest rate percentage | 10.00% | ||||||
Secured Debt | Senior Secured Notes | Change in Control Redemption | Change of Control | |||||||
Debt Instrument [Line Items] | |||||||
Redemption price percentage | 101.00% | ||||||
Secured Debt | Senior Secured Notes | Change in Control Redemption | Asset Sale | |||||||
Debt Instrument [Line Items] | |||||||
Redemption price percentage | 100.00% | ||||||
Proceeds from asset sale | $ 7,500,000 | ||||||
Secured Debt | Second Lien Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt, face amount | $ 76,523,000 | 134,522,000 | |||||
Stated interest rate percentage | 10.00% | 10.00% | |||||
Shares issued per unit of original debt restructured (in shares) | shares | 46.41 | ||||||
Redemption price percentage | 0.50% | ||||||
Conversion price per unit of original debt restructured | 0.50 | ||||||
Accrued and unpaid interest | $ 7,459,000 | ||||||
Debt interest rate premium over stated percentage | 1.00% | ||||||
Paid-in-kind interest | $ 4,848,000 | $ 3,619,000 | |||||
Special redemption right at par | $ 35,000,000 | ||||||
Secured Debt | Second Lien Notes | Common Stock | |||||||
Debt Instrument [Line Items] | |||||||
Shares issued per unit of original debt restructured (in shares) | shares | 65,003,000 | ||||||
Accrued and unpaid interest | $ 7,459,000 | ||||||
Shares issued (in shares) | shares | 6,410,502 | ||||||
Unamortized debt premium | 455,000 | ||||||
Unamortized debt discount | $ 345,000 | ||||||
Secured Debt | Second Lien Notes and Senior Secured Notes | 2017 Exchange Offer | Series C Warrants | |||||||
Debt Instrument [Line Items] | |||||||
Shares issued (in shares) | shares | 8,286,061 | ||||||
Subsequent Event | Secured Debt | Senior Secured Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt, face amount | $ 1,865,000 | ||||||
Subsequent Event | Secured Debt | Senior Secured Notes | 2017 Exchange Offer | |||||||
Debt Instrument [Line Items] | |||||||
Debt, face amount | $ 7,000 | ||||||
Debt, percentage of face amount exchanged | 1.00% | ||||||
Subsequent Event | Secured Debt | Second Lien Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt, face amount | $ 6,952,000 | ||||||
Subsequent Event | Secured Debt | Second Lien Notes | 2017 Exchange Offer | |||||||
Debt Instrument [Line Items] | |||||||
Debt, face amount | $ 78,037,000 | ||||||
Debt, percentage of face amount exchanged | 91.80% | ||||||
Subsequent Event | Secured Debt | Second Lien Notes and Senior Secured Notes | 2017 Exchange Offer | Series C Warrants | |||||||
Debt Instrument [Line Items] | |||||||
Shares issued (in shares) | shares | 8,286,061 | ||||||
Subsequent Event | Secured Debt | Second Lien Notes and Senior Secured Notes | 2017 Exchange Offer | Common Stock | |||||||
Debt Instrument [Line Items] | |||||||
Shares issued (in shares) | shares | 812,321 | ||||||
Number of securities called by warrants (in shares) | shares | 8,286,061 | ||||||
Subsequent Event | Secured Debt | Second Lien Notes and Senior Secured Notes | 2017 Exchange Offer | Series A Preferred Stock | |||||||
Debt Instrument [Line Items] | |||||||
Shares issued (in shares) | shares | 31,669 | ||||||
Subsequent Event | Secured Debt | Second Lien Notes and Senior Secured Notes | 2017 Exchange Offer | Series B Preferred Stock | |||||||
Debt Instrument [Line Items] | |||||||
Shares issued (in shares) | shares | 855,195 |
NOTES PAYABLE - Future Principa
NOTES PAYABLE - Future Principal Payments for Notes Payable (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2,018 | $ 0 |
2,019 | 86,861 |
2,020 | 0 |
2,021 | 0 |
2,022 | 0 |
Thereafter | 0 |
Total | $ 86,861 |
LEASES - Additional Information
LEASES - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Leases [Abstract] | ||
Expiration period of operating leases (in years) | 7 years | |
Renewal term of operating leases (in years) | 1 year | |
Rental expense for operating leases | $ 4,667 | $ 23,269 |
LEASES - Future Minimum Operati
LEASES - Future Minimum Operating Lease Payments (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |
2,018 | $ 2,834 |
2,019 | 1,199 |
2,020 | 487 |
2,021 | 279 |
2,022 | 266 |
Thereafter | 558 |
Total future minimum lease payments | $ 5,623 |
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, 2017 | Dec. 31, 2016 | |
Net Loss Attributable to the Corporation | ||
Basic loss per share | $ (40,756) | $ (25,030) |
Effect of dilutive securities | 0 | 0 |
Diluted loss per share | $ (40,756) | $ (25,030) |
Shares | ||
Basic loss per share (in shares) | 9,386,910 | 4,083,103 |
Effect of dilutive securities (in shares) | 0 | 0 |
Diluted loss per share (in shares) | 9,386,910 | 4,083,103 |
Per Share | ||
Basic income per share (in usd per share) | $ (4.34) | $ (6.13) |
Effect of dilutive securities (in usd per share) | 0 | 0 |
Diluted income per share (in usd per share) | $ (4.34) | $ (6.13) |
EARNINGS PER SHARE - Additional
EARNINGS PER SHARE - Additional Information (Details) | Jul. 27, 2016 | Dec. 31, 2017shares | Dec. 31, 2016shares |
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) | 311,477 | 311,477 | |
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) | 23,257 | 21,668 | |
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) | 308,752 | 308,752 | |
Common Stock at Par Value | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Reverse stock split conversion ratio | 0.0074 |
INCOME TAXES - Income Before In
INCOME TAXES - Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
(Loss) income before income taxes | $ (34,471) | $ (15,953) |
U.S. | ||
(Loss) income before income taxes | (33,327) | (29,867) |
Foreign | ||
(Loss) income before income taxes | $ (1,144) | $ 13,914 |
INCOME TAXES - Provision for In
INCOME TAXES - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current income tax expense: | ||
U.S. – federal and state | $ 0 | $ 102 |
Foreign | 3,783 | 7,276 |
Total current income tax expense | 3,783 | 7,378 |
Deferred income tax expense/(benefit): | ||
U.S. – federal and state | 0 | 0 |
Foreign | 530 | (1,322) |
Total deferred income tax expense/(benefit) | 530 | (1,322) |
Total provision for income taxes | $ 4,313 | $ 6,056 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Provision for Federal Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Effective federal income tax rate percentage | 35.00% | 35.00% |
Expected income tax expense (benefit) at 35% | $ (12,065) | $ (5,583) |
Effects of expenses not deductible for tax purposes | 1,398 | 1,312 |
Tax effect of valuation allowance on deferred tax assets | 5,299 | 7,115 |
Effects of differences between U.S. and foreign tax rates, net of federal benefit | 1,865 | 6,020 |
Net income attributable to noncontrolling interest | (717) | (1,057) |
Branch tax\Foreign withholding and AMT | (182) | (1,466) |
Rate changes | 8,272 | (285) |
Other adjustments | 443 | 0 |
Total provision for income taxes | $ 4,313 | $ 6,056 |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities Noncurrent (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Noncurrent deferred tax assets, net | $ 4,592 | $ 5,122 |
Noncurrent deferred tax liability, net | 0 | 0 |
Net deferred tax asset | $ 4,592 | $ 5,122 |
INCOME TAXES - Tax Effects of T
INCOME TAXES - Tax Effects of Temporary Differences (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Deferred charges | $ 363 | $ 1,553 |
Stock compensation expense | 142 | 237 |
Other accruals | 2,226 | 4,421 |
Research and development credits | 160 | 160 |
Capital lease obligation | 134 | 134 |
Foreign tax credit and AMT credit carry forwards | 2,087 | 2,087 |
Financing costs | 75 | 453 |
Unrealized loss on foreign currency transactions | 663 | 700 |
Net operating loss carry forwards | 22,404 | 15,668 |
Total deferred tax assets | 28,254 | 25,413 |
Less: valuation allowance | (22,651) | (16,890) |
Total deferred tax assets, net | 5,603 | 8,523 |
Deferred tax liabilities: | ||
Property and equipment | (671) | (3,061) |
Intangible assets | (340) | (340) |
Total deferred tax liabilities | (1,011) | (3,401) |
Net deferred tax asset | $ 4,592 | $ 5,122 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Loss Carryforwards [Line Items] | |||
Deferred tax assets, valuation allowance | $ 22,651,000 | $ 16,890,000 | |
Increase (decrease) in valuation allowance on deferred tax assets | 5,761,000 | (9,247,000) | |
Accrued interest and penalties | 0 | 0 | |
Interest and penalties recognized as expense | 206,000 | 11,000 | |
Unrecognized tax benefits | 192,000 | 0 | $ 0 |
Net operating loss carryforwards | 88,757,000 | 47,301,000 | |
United States | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | $ 59,065,000 | $ 22,505,000 |
INCOME TAXES - Net Operating Lo
INCOME TAXES - Net Operating Loss Carryforwards (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 88,757 | $ 47,301 |
United States | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 59,065 | 22,505 |
Canada | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 7,072 | 6,117 |
Malaysia | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 5,426 | 5,726 |
Brazil | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 6,241 | 5,149 |
Peru | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 4,713 | 2,957 |
Others | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 6,240 | $ 4,847 |
INCOME TAXES - Foreign Tax Cred
INCOME TAXES - Foreign Tax Credits Carryforwards (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Tax Credit Carryforward [Line Items] | ||
Foreign tax credits carryforwards | $ 1,481 | $ 1,481 |
United States | ||
Tax Credit Carryforward [Line Items] | ||
Foreign tax credits carryforwards | 100 | 100 |
Canada | ||
Tax Credit Carryforward [Line Items] | ||
Foreign tax credits carryforwards | 654 | 654 |
United Kingdom | ||
Tax Credit Carryforward [Line Items] | ||
Foreign tax credits carryforwards | $ 727 | $ 727 |
INCOME TAXES - Net Deferred Tax
INCOME TAXES - Net Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Tax Credit Carryforward [Line Items] | ||
Net deferred tax assets | $ 4,592 | $ 5,122 |
Bolivia | ||
Tax Credit Carryforward [Line Items] | ||
Net deferred tax assets | 875 | 1,368 |
Colombia | ||
Tax Credit Carryforward [Line Items] | ||
Net deferred tax assets | 3,392 | 2,249 |
Malaysia | ||
Tax Credit Carryforward [Line Items] | ||
Net deferred tax assets | 325 | 233 |
Peru | ||
Tax Credit Carryforward [Line Items] | ||
Net deferred tax assets | $ 0 | $ 1,272 |
INCOME TAXES - Unrecognized Tax
INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits, beginning balance | $ 0 | $ 0 |
Additions for tax positions taken in prior years | 192 | 0 |
Unrecognized tax benefits, ending balance | $ 192 | $ 0 |
WARRANTS (Details)
WARRANTS (Details) | Jan. 29, 2018$ / sharesshares | Dec. 22, 2017$ / sharesshares | Dec. 12, 2017USD ($) | Jul. 27, 2016USD ($)$ / sharesshares | Dec. 31, 2017$ / sharesshares | Dec. 31, 2016USD ($)shares | Mar. 08, 2018shares | Mar. 06, 2018shares | Dec. 31, 2012class_warrant |
Class Of Warrant Or Right [Line Items] | |||||||||
Exercise period of warrants | 30 days | ||||||||
Fair value of warrants | $ | $ 1,381,000 | ||||||||
Shares issued (in shares) | shares | 0 | 2,803,302 | |||||||
Senior Loan Facility | State of Alaska Tax Credits | |||||||||
Class Of Warrant Or Right [Line Items] | |||||||||
Collateral assigned for accounts receivables | $ | $ 25,000,000 | ||||||||
Secured Debt | Series C Warrants | Second Lien Notes and Senior Secured Notes | 2017 Exchange Offer | |||||||||
Class Of Warrant Or Right [Line Items] | |||||||||
Shares issued (in shares) | shares | 8,286,061 | ||||||||
Secured Debt | Series C Warrants | Second Lien Notes and Senior Secured Notes | 2017 Exchange Offer | Subsequent Event | |||||||||
Class Of Warrant Or Right [Line Items] | |||||||||
Shares issued (in shares) | shares | 8,286,061 | ||||||||
Secured Debt | Series C Warrants | Second Lien Notes and Senior Secured Notes | 2017 Participant Holders | 2017 Exchange Offer | |||||||||
Class Of Warrant Or Right [Line Items] | |||||||||
Exercise price of warrants (in usd per share) | $ / shares | $ 0.0001 | ||||||||
Secured Debt | Series A and B Preferred Stocks | Second Lien Notes and Senior Secured Notes | 2017 Participant Holders | 2017 Exchange Offer | |||||||||
Class Of Warrant Or Right [Line Items] | |||||||||
Maximum percentage of ownership of shares outstanding after conversion of preferred stock | 10.00% | ||||||||
Secured Debt | Series D Warrants | Second Lien Notes and Senior Secured Notes | 2017 Exchange Offer | Subsequent Event | |||||||||
Class Of Warrant Or Right [Line Items] | |||||||||
Number of preferred stock convertible shares to be issued in conversion (in shares) | shares | 21.7378 | 14,098,370 | 14,098,370 | ||||||
Secured Debt | Series D Warrants | Second Lien Notes and Senior Secured Notes | 2017 Participant Holders | 2017 Exchange Offer | |||||||||
Class Of Warrant Or Right [Line Items] | |||||||||
Exercise price of warrants (in usd per share) | $ / shares | $ 0.0001 | ||||||||
Secured Debt | Series D Warrants | Second Lien Notes and Senior Secured Notes | 2017 Participant Holders | 2017 Exchange Offer | Subsequent Event | |||||||||
Class Of Warrant Or Right [Line Items] | |||||||||
Exercise price of warrants (in usd per share) | $ / shares | $ 0.0001 | ||||||||
Series A Warrants | |||||||||
Class Of Warrant Or Right [Line Items] | |||||||||
Exercise price of warrants (in usd per share) | $ / shares | $ 10.30 | ||||||||
Number of warrants issued (in shares) | shares | 154,376 | ||||||||
Series B Warrants | |||||||||
Class Of Warrant Or Right [Line Items] | |||||||||
Exercise price of warrants (in usd per share) | $ / shares | $ 12.88 | ||||||||
Number of warrants issued (in shares) | shares | 154,376 | ||||||||
Merger agreement | Contingent Upon Conversion Or Exercise Of Derivative Securities | |||||||||
Class Of Warrant Or Right [Line Items] | |||||||||
Cash settlement payment in lieu of issuance of shares | $ | $ 500 | ||||||||
Former SAE | |||||||||
Class Of Warrant Or Right [Line Items] | |||||||||
Number of classes of liability warrants | class_warrant | 2 | ||||||||
Liability warrants, convertible common stock percentage | 2.00% | ||||||||
Exercise price of warrants (in usd per share) | $ / shares | $ 0.01 |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional Information (Details) | Jan. 29, 2018$ / sharesshares | Dec. 22, 2017 | Jul. 27, 2016 | Mar. 15, 2018shares | Mar. 08, 2018shares | Mar. 06, 2018shares | Mar. 05, 2018shares | Dec. 31, 2017$ / sharesshares | Dec. 31, 2016$ / sharesshares |
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) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock, shares issued (in shares) | 0 | 0 | |||||||
Preferred stock, outstanding shares (in shares) | 0 | 0 | |||||||
Common stock, shares authorized to issued (in shares) | 55,000,000 | 55,000,000 | |||||||
Common stock, outstanding shares (in shares) | 9,424,334 | 9,358,529 | |||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Subsequent Event | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock, shares authorized to issued (in shares) | 200,000,000 | ||||||||
Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Reverse stock split conversion ratio | 0.0074 | ||||||||
Series B Preferred Stock | Subsequent Event | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares issued (in shares) | 0 | ||||||||
Preferred stock, outstanding shares (in shares) | 0 | ||||||||
Secured Debt | Second Lien Notes and Senior Secured Notes | 2017 Exchange Offer | Common Stock | Subsequent Event | |||||||||
Class of Stock [Line Items] | |||||||||
Number of preferred stock convertible shares to be issued in conversion (in shares) | 21.7378 | 4,491,674 | |||||||
Secured Debt | Second Lien Notes and Senior Secured Notes | 2017 Exchange Offer | Series D Warrants | Subsequent Event | |||||||||
Class of Stock [Line Items] | |||||||||
Number of preferred stock convertible shares to be issued in conversion (in shares) | 21.7378 | 14,098,370 | 14,098,370 | ||||||
2017 Participant Holders | 2017 Exchange Offer | Series A Preferred Stock | Subsequent Event | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares issued (in shares) | 31,669 | ||||||||
Dividend percentage on convertible preferred stock | 8.00% | ||||||||
Number of preferred stock convertible shares to be issued in conversion (in shares) | 3,271.4653 | ||||||||
Maximum percentage of ownership of shares outstanding after conversion of preferred stock | 9.99% | ||||||||
Convertible preferred stock, additional pro-rata basis (in dollars per share) | $ / shares | $ 2,000,000 | ||||||||
2017 Participant Holders | Secured Debt | Second Lien Notes and Senior Secured Notes | 2017 Exchange Offer | Series A Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Dividend percentage on convertible preferred stock | 8.00% | ||||||||
2017 Participant Holders | Secured Debt | Second Lien Notes and Senior Secured Notes | 2017 Exchange Offer | Series B Preferred Stock | Subsequent Event | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares issued (in shares) | 855,195 |
STOCKHOLDERS' EQUITY - Changes
STOCKHOLDERS' EQUITY - Changes in Number of Shares (Details) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Shares issued | ||
Beginning Balance as of January 1, (in shares) | 9,358,529 | 129,269 |
Vesting of restricted stock awards (in shares) | 103,829 | 1,542 |
Grantee election to fund payroll taxes out of restricted stock (in shares) | 0 | (386) |
Exercise of stock options (in shares) | 0 | 85 |
Issuance of shares to non-employee directors (in shares) | 0 | 15,016 |
Common stock issued in exchange of Senior Secured Notes for Second Lien Notes (in shares) | 0 | 6,410,502 |
Common stock issued to participants in senior loan facility (in shares) | 0 | 2,803,302 |
Fractional shares cancelled in reverse stock split (in shares) | 0 | (801) |
Ending Balance as of December 31, (in shares) | 9,462,358 | 9,358,529 |
Shares held as treasury shares | ||
Beginning Balance as of January 1, (in shares) | 38,024 | 0 |
Purchase of treasury stock | 38,024 | 0 |
Ending Balance as of December 31, (in shares) | 0 | 0 |
Shares outstanding at December 31 (in shares) | 9,424,334 | 9,358,529 |
SHARE-BASED COMPENSATION Additi
SHARE-BASED COMPENSATION Additional Information (Details) $ / shares in Units, $ in Thousands | Mar. 15, 2018shares | Sep. 26, 2016$ / sharesshares | Jul. 27, 2016USD ($) | Jul. 26, 2016 | Jun. 29, 2015$ / sharesshares | Sep. 30, 2017shares | Dec. 31, 2017USD ($)$ / sharesshares | Mar. 05, 2018shares | May 30, 2017shares | Dec. 31, 2016$ / shares | Nov. 03, 2016shares | Aug. 04, 2016shares | Nov. 01, 2013shares | Jun. 21, 2013shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Options granted in period (in shares) | 0 | |||||||||||||
Weighted average exercise price options outstanding (in dollars per share) | $ / shares | $ 10.19 | $ 10.19 | $ 10.19 | |||||||||||
Weighted average exercise price options granted (usd per share) | $ / shares | $ 0 | |||||||||||||
Outstanding at beginning of period (in shares) | 311,477 | 311,477 | ||||||||||||
Senior Loan Facility | State of Alaska Tax Credits | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Collateral assigned for accounts receivables | $ | $ 25,000 | |||||||||||||
Restricted Stock Units (RSUs) | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Restricted stock granted in period (in shares) | 0 | |||||||||||||
Common Stock | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Reverse stock split conversion ratio | 0.0074 | |||||||||||||
Original Plans | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares authorized (in shares) | 0 | |||||||||||||
Amended and Restated Plan 2016 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares authorized (in shares) | 1,438,258 | |||||||||||||
Amended and Restated Plan 2016 | Restricted Shares, Restricted Stock Units and Stock Options | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares issued during period (in shares) | 639,167 | |||||||||||||
2016 Long Term Incentive Plan | MIP Awards | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares authorized (in shares) | 1,438,258 | |||||||||||||
Number of shares reserved for issuance (in shares) | 919,129 | |||||||||||||
Options granted in period (in shares) | 311,477 | |||||||||||||
Expiration period of awards | 10 years | |||||||||||||
2016 Long Term Incentive Plan | MIP Awards | Vesting Period One | State of Alaska Tax Credits | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Award vesting rights percentage | 33.33% | |||||||||||||
2016 Long Term Incentive Plan | MIP Awards | Vesting Period Two | State of Alaska Tax Credits | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Award vesting rights percentage | 33.33% | |||||||||||||
2016 Long Term Incentive Plan | MIP Awards | Vesting Period Three | State of Alaska Tax Credits | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Award vesting rights percentage | 33.33% | |||||||||||||
Non-Employee Director Share Incentive Plan | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares authorized (in shares) | 400,000 | 2,962 | ||||||||||||
Non-Employee Director Share Incentive Plan | Restricted Shares | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares issued during period (in shares) | 15,016 | |||||||||||||
Share-based compensation expense | $ | $ 129 | |||||||||||||
Shares granted, weighted average grant date fair value (usd per share) | $ / shares | $ 8.54 | |||||||||||||
2013 Long-Term Incentive Compensation Plan | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares authorized (in shares) | 5,870 | |||||||||||||
Options granted in period (in shares) | 1,790 | |||||||||||||
Weighted average exercise price options granted (usd per share) | $ / shares | $ 556.20 | |||||||||||||
2013 Long-Term Incentive Compensation Plan | Vesting Period One | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Award vesting rights percentage | 33.33% | |||||||||||||
Vesting percentage period | 90 days | |||||||||||||
2013 Long-Term Incentive Compensation Plan | Vesting Period Two | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Award vesting rights percentage | 33.33% | |||||||||||||
Vesting percentage period | 1 year | |||||||||||||
2013 Long-Term Incentive Compensation Plan | Vesting Period Three | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Award vesting rights percentage | 33.33% | |||||||||||||
Vesting percentage period | 2 years | |||||||||||||
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) | 2,935 | |||||||||||||
Restricted stock granted in period (in shares) | 2,416 | |||||||||||||
Subsequent Event | 2018 Plan | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||
Number of shares authorized (in shares) | 19,500,000 | |||||||||||||
Number of shares issued during period (in shares) | 0 |
SHARE-BASED COMPENSATION Shared
SHARE-BASED COMPENSATION Shared-based Compensation Expense (Details) - Stock Option and Restricted Stock Units - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Income tax benefit | $ (674) | $ (484) |
Selling, general and administrative expenses | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total share-based compensation expense | $ 1,925 | $ 1,383 |
SHARE-BASED COMPENSATION Stock
SHARE-BASED COMPENSATION Stock Options Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 26, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
Number of Underlying Shares | |||
Outstanding at beginning of period (in shares) | 311,477 | ||
Granted (in shares) | 0 | ||
Exercised (in shares) | 0 | ||
Forfeited (in shares) | 0 | ||
Expired (in shares) | 0 | ||
Outstanding at end of period (in shares) | 311,477 | 311,477 | |
Weighted Average Exercise Price | |||
Outstanding at the beginning of period (usd per share) | $ 10.19 | ||
Granted (usd per share) | 0 | ||
Exercised (usd per share) | 0 | ||
Forfeited (usd per share) | 0 | ||
Expired (usd per share) | 0 | ||
Outstanding at the end of period (usd per share) | $ 10.19 | 10.19 | $ 10.19 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Outstanding, weighted average grant date fair value (in dollars per share) | $ 3.89 | $ 3.89 | |
Outstanding, weighted average remaining contractual term (in years) | 8 years 8 months 27 days | 9 years 8 months 27 days | |
Outstanding. aggregate intrinsic value, beginning of period (usd per share) | $ 0 | ||
Outstanding. aggregate intrinsic value, end of period (usd per share) | $ 0 | $ 0 | |
Exercisable (in shares) | 0 | ||
Exercisable, weighted average exercise price (usd per share) | $ 0 | ||
Exercisable, weighted average grant date fair value (in dollars per share) | $ 0 | ||
Exercisable, weighted average remaining contractual term (in years) | 0 years | ||
Exercisable, aggregate intrinsic value (usd per share) | $ 0 | ||
Employee stock option | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | |||
Total grant date fair value of stocks options granted in period | 0 | 1,212 | |
Total fair value of stock options vested in period | 404 | $ 3 | |
Unrecognized compensation expense of unvested stock options awards | $ 349 | ||
Weighted average vesting period (in years) | 1 year 6 months 26 days |
SHARE-BASED COMPENSATION Weight
SHARE-BASED COMPENSATION Weighted Average Assumptions Used to Compute Fair Value of Stock Options (Details) - Employee stock option | 12 Months Ended |
Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 60.68% |
Expected lives (in years) | 5 years 11 months 1 day |
Risk-free interest rate | 1.21% |
Expected dividend yield | 0.00% |
SHARE-BASED COMPENSATION Restri
SHARE-BASED COMPENSATION Restricted Stock Units (Details) - Restricted Stock Units (RSUs) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Number of shares | ||
Nonvested at beginning of period (in shares) | 311,477 | |
Granted (in shares) | 0 | |
Vested (in shares) | (103,829) | |
Forfeited (in shares) | 0 | |
Nonvested at end of period (in shares) | 207,648 | 311,477 |
Weighted Average Grant Date Fair Value | ||
Nonvested at beginning of period (usd per share) | $ 7.85 | |
Granted (usd per share) | 0 | |
Vested (usd per share) | 7.85 | |
Forfeited (usd per share) | 0 | |
Nonvested at end of period (usd per share) | $ 7.85 | $ 7.85 |
Total grant date fair value of awards exercised in period | $ 0 | $ 2,445 |
Total grant date fair value of stocks awards vested in period | 309 | $ 37 |
Unrecognized compensation expense for unvested restricted stock units awards | $ 704 | |
Weighted average vesting period (in years) | 1 year 6 months 26 days |
VARIABLE INTEREST ENTITIES (Det
VARIABLE INTEREST ENTITIES (Details) | Nov. 19, 2012 |
Schedule of Equity Method Investments [Line Items] | |
Term of joint venture agreement | 5 years |
Variable interest entity, ownership percentage | 49.00% |
Kuukpik | |
Schedule of Equity Method Investments [Line Items] | |
Variable interest entity, ownership percentage | 51.00% |
Gross revenue percentage received by joint venture | 10.00% |
EMPLOYEE BENEFITS (Details)
EMPLOYEE BENEFITS (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Retirement Registered Saving Plan | Canadian Operations | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employer matching contributions | $ 0 | $ 0 |
Expenses related to benefit plans | 0 | 0 |
401(k) Plan | U.S. Operations | ||
Defined Contribution Plan Disclosure [Line Items] | ||
Employer matching contributions | 0 | 0 |
Expenses related to benefit plans | $ 0 | $ 0 |
GEOGRAPHIC AND RELATED INFORM83
GEOGRAPHIC AND RELATED INFORMATION - Revenues and Identifiable Assets by Geographic Areas (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from Services | $ 127,022 | $ 205,564 |
Identifiable Assets | 40,983 | 66,195 |
North America | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from Services | 54,963 | 86,967 |
Identifiable Assets | 37,272 | 59,086 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from Services | 40,504 | 77,626 |
Identifiable Assets | 33,647 | 55,282 |
Canada | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from Services | 14,459 | 9,341 |
Identifiable Assets | 3,625 | 3,804 |
South America | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from Services | 32,672 | 116,542 |
Identifiable Assets | 3,240 | 6,228 |
Peru | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from Services | (82) | 252 |
Identifiable Assets | 15 | 495 |
Colombia | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from Services | 30,268 | 37,394 |
Identifiable Assets | 1,396 | 2,644 |
Bolivia | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from Services | 2,473 | 76,928 |
Identifiable Assets | 409 | 922 |
Other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from Services | 13 | 1,968 |
Identifiable Assets | 1,420 | 2,167 |
Southeast Asia | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from Services | 4,266 | 1,734 |
Identifiable Assets | 471 | 881 |
Malaysia | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from Services | 0 | 1,734 |
Identifiable Assets | 471 | 875 |
New Zealand | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from Services | 4,266 | 0 |
Identifiable Assets | 0 | 0 |
Other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from Services | 0 | 0 |
Identifiable Assets | 0 | 6 |
West Africa | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from Services | 35,121 | 321 |
Identifiable Assets | 0 | 0 |
Nigeria | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from Services | 35,121 | 321 |
Identifiable Assets | 0 | 0 |
Total excluding United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue from Services | 86,518 | 127,938 |
Identifiable Assets | $ 7,336 | $ 10,913 |
GEOGRAPHIC AND RELATED INFORM84
GEOGRAPHIC AND RELATED INFORMATION - Revenues and Accounts Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Customer A | ||
Revenue, Major Customer [Line Items] | ||
Revenues from Services, Amount | $ 40,186 | |
Revenues from Services, % of Consolidated | 32.00% | |
Customer B | ||
Revenue, Major Customer [Line Items] | ||
Revenues from Services, Amount | $ 35,121 | |
Revenues from Services, % of Consolidated | 28.00% | |
Customer C | ||
Revenue, Major Customer [Line Items] | ||
Revenues from Services, Amount | $ 19,503 | $ 21,161 |
Revenues from Services, % of Consolidated | 15.00% | 10.00% |
Customer D | ||
Revenue, Major Customer [Line Items] | ||
Revenues from Services, Amount | $ 0 | $ 57,254 |
Revenues from Services, % of Consolidated | 0.00% | 28.00% |
Accounts Receivable, Net, Amount | $ 78,102 | $ 81,609 |
Accounts Receivable, Net, % of Consolidated | 93.00% | 76.00% |
Customer E | ||
Revenue, Major Customer [Line Items] | ||
Revenues from Services, Amount | $ 74,407 | |
Revenues from Services, % of Consolidated | 36.00% |
FAIR VALUE OF FINANCIAL INSTR85
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Secured notes, carrying amount | $ 86,897 | $ 82,068 |
Secured Debt | Senior Secured Notes | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Secured notes, carrying amount | 1,847 | 1,830 |
Secured Debt | Senior Secured Notes | Level 2 | Market Approach | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Secured notes, fair value | 1,123 | |
Secured Debt | Second Lien Notes | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Secured notes, carrying amount | 85,050 | $ 80,238 |
Secured Debt | Second Lien Notes | Level 2 | Market Approach | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Secured notes, fair value | $ 31,163 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | 1 Months Ended | |||||||||
Nov. 30, 2016USD ($) | Dec. 31, 2017USD ($)shares | Sep. 30, 2017USD ($) | Sep. 22, 2017USD ($) | Dec. 31, 2016USD ($)shares | Sep. 15, 2016shares | Jul. 27, 2016USD ($) | Jun. 29, 2016USD ($) | Jul. 02, 2014USD ($) | Jun. 24, 2013right | |
Related Party Transaction [Line Items] | ||||||||||
Common stock, outstanding shares (in shares) | shares | 9,424,334 | 9,358,529 | ||||||||
Borrowings under senior loan facility | $ 29,995,000 | |||||||||
Senior secured notes, net | $ 1,847,000 | 1,830,000 | ||||||||
Borrowings under credit facility | 5,844,000 | |||||||||
Senior Loan Facility | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Borrowings under senior loan facility | 29,000,000 | 29,995,000 | ||||||||
Borrowings under credit facility | 995,000 | $ 29,995,000 | 0 | |||||||
Revolving Credit Facility | Credit Agreement | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Line of credit, maximum borrowing capacity | $ 16,000 | |||||||||
Secured Debt | Senior Secured Notes | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt, face amount | $ 138,128,000 | $ 150,000,000 | ||||||||
Secured Debt | Second Lien Notes | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt, face amount | 134,522,000 | 76,523,000 | ||||||||
Interest paid-in-kind | 8,467,000 | 3,619,000 | ||||||||
Senior Loan Facility | Senior Loan Facility | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Borrowings under senior loan facility | $ 29,995,000 | |||||||||
Line of credit, maximum borrowing capacity | $ 30,000,000 | |||||||||
Chief Executive Officer and Chairman of Board of Directors | Revolving Credit Facility | Credit Agreement | SSI | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Line of credit, maximum borrowing capacity | 375,000 | $ 400,000 | ||||||||
Borrowings under credit facility | $ 125,000 | |||||||||
Chief Executive Officer and Chairman of Board of Directors | Secured Debt | Second Lien Notes | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt, face amount | 1,334,000 | |||||||||
SSI | Secured Debt | Second Lien Notes | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Debt sold | $ 1,334,000 | |||||||||
Face value of debt redeemed | 1,176,000 | |||||||||
Interest paid-in-kind | $ 158,000 | |||||||||
SSI | Chief Executive Officer and Chairman of Board of Directors | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, outstanding shares (in shares) | shares | 27,000 | |||||||||
SSI | Chief Executive Officer and Chairman of Board of Directors | Secured Debt | Senior Secured Notes | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Senior secured notes, net | 2,352,000 | |||||||||
SSI | Chief Executive Officer and Chairman of Board of Directors | Senior Loan Facility | Senior Loan Facility | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Borrowings under senior loan facility | $ 543,000 | |||||||||
CLCH | Chief Executive Officer and Chairman of Board of Directors | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Common stock, outstanding shares (in shares) | shares | 24,221 | |||||||||
Common stock, shares registered for resale (in shares) | shares | 24,221 | |||||||||
CLCH | Chief Executive Officer and Chairman of Board of Directors | Piggy-back Rights | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Right to demand registration of shares | right | 1 |
CONDENSED CONSOLIDATING FINAN87
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Additional Information (Details) - USD ($) | Jul. 27, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Jul. 31, 2014 | Jul. 02, 2014 |
Condensed Financial Statements, Captions [Line Items] | |||||
Shares issued (in shares) | 0 | 2,803,302 | |||
The Guarantors | United States | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Ownership percentage | 100.00% | ||||
Other Subsidiaries | Foreign Subsidiaries | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Ownership percentage | 100.00% | ||||
Senior secured notes | Senior Secured Notes | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Debt, face amount | $ 150,000,000 | ||||
Secured Debt | Senior Secured Notes | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Debt, face amount | $ 138,128,000 | $ 150,000,000 | |||
Secured Debt | Second Lien Notes | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Debt, face amount | 76,523,000 | $ 134,522,000 | |||
Accrued and unpaid interest | $ 7,459,000 | ||||
Secured Debt | Second Lien Notes | Common Stock at Par Value | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Accrued and unpaid interest | $ 7,459,000 | ||||
Shares issued (in shares) | 6,410,502 |
CONDENSED CONSOLIDATING FINAN88
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||||
Cash and cash equivalents | $ 3,613 | $ 11,460 | ||
Restricted cash | 41 | 536 | ||
Accounts receivable, net | 6,105 | 69,721 | ||
Deferred costs on contracts | 2,107 | 8,644 | ||
Prepaid expenses | 6,395 | 1,977 | ||
Total current assets | 18,261 | 92,338 | ||
Property and equipment, net | 32,946 | 42,759 | ||
Investment in subsidiaries | 0 | 0 | ||
Intercompany receivables | 0 | 0 | ||
Intangible assets, net | 671 | 721 | ||
Goodwill | 1,832 | 1,711 | $ 1,658 | |
Deferred loan issuance costs, net | 5,352 | 20,856 | 521 | |
Accounts receivable, net, noncurrent | 78,102 | 37,984 | ||
Deferred income tax assets | 4,592 | 5,122 | ||
Other assets | 182 | 164 | ||
Total assets | 141,938 | 201,655 | ||
Current liabilities: | ||||
Accounts payable | 4,551 | 9,301 | ||
Accrued liabilities | 6,311 | 12,750 | ||
Income and other taxes payable | 7,887 | 15,605 | ||
Borrowings under credit facilities, current | 5,844 | |||
Current portion of capital leases | 0 | 56 | ||
Deferred revenue | 1,477 | 7,975 | ||
Total current liabilities | 21,221 | 51,531 | ||
Intercompany payables | 0 | 0 | ||
Borrowings under credit facilities, noncurrent | 29,995 | |||
Second lien notes, net | 85,050 | 80,238 | ||
Senior secured notes, net | 1,847 | 1,830 | ||
Other long-term liabilities | 608 | 0 | ||
Total liabilities | 142,127 | 163,594 | ||
Stockholders’ equity (deficit): | ||||
Common stock | 1 | 1 | ||
Additional paid-in capital | 133,741 | 131,816 | ||
Accumulated deficit | (133,306) | (92,550) | ||
Accumulated other comprehensive loss | (5,082) | (4,822) | ||
Treasury stock, 38,024 shares at cost | (113) | 0 | ||
Total stockholders’ equity (deficit) attributable to the Corporation | (4,759) | 34,445 | ||
Noncontrolling interest | 4,570 | 3,616 | ||
Total stockholders’ equity (deficit) | (189) | 38,061 | $ (30,212) | |
Total liabilities and stockholders’ equity (deficit) | 141,938 | 201,655 | ||
Senior Loan Facility | ||||
Current liabilities: | ||||
Borrowings under credit facilities, current | 995 | $ 29,995 | 0 | |
Borrowings under credit facilities, noncurrent | 29,000 | 29,995 | ||
Revolving Credit Facility | ||||
Current liabilities: | ||||
Borrowings under credit facilities, current | 0 | 5,844 | ||
Borrowings under credit facilities, noncurrent | 4,401 | 0 | ||
Consolidating Adjustments | ||||
Current assets: | ||||
Cash and cash equivalents | 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 | (25,809) | (58,094) | ||
Intercompany receivables | (134,502) | (130,433) | ||
Intangible assets, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Deferred loan issuance costs, net | 0 | 0 | ||
Accounts receivable, net, noncurrent | 0 | 0 | ||
Deferred income tax assets | 0 | 0 | ||
Other assets | 0 | 0 | ||
Total assets | (160,311) | (188,527) | ||
Current liabilities: | ||||
Accounts payable | 0 | 0 | ||
Accrued liabilities | 0 | 0 | ||
Income and other taxes payable | 0 | 0 | ||
Borrowings under credit facilities, current | 0 | |||
Current portion of capital leases | 0 | |||
Deferred revenue | 0 | 0 | ||
Total current liabilities | 0 | 0 | ||
Intercompany payables | (134,502) | (130,433) | ||
Borrowings under credit facilities, noncurrent | ||||
Second lien notes, net | 0 | |||
Senior secured notes, net | 0 | 0 | ||
Other long-term liabilities | 0 | |||
Total liabilities | (134,502) | (130,433) | ||
Stockholders’ equity (deficit): | ||||
Common stock | 0 | 0 | ||
Additional paid-in capital | (65,918) | (65,919) | ||
Accumulated deficit | 40,109 | 7,825 | ||
Accumulated other comprehensive loss | 0 | 0 | ||
Treasury stock, 38,024 shares at cost | 0 | |||
Total stockholders’ equity (deficit) attributable to the Corporation | (25,809) | (58,094) | ||
Noncontrolling interest | 0 | 0 | ||
Total stockholders’ equity (deficit) | (25,809) | (58,094) | ||
Total liabilities and stockholders’ equity (deficit) | (160,311) | (188,527) | ||
Consolidating Adjustments | Senior Loan Facility | ||||
Current liabilities: | ||||
Borrowings under credit facilities, current | 0 | |||
Borrowings under credit facilities, noncurrent | 0 | |||
Consolidating Adjustments | Revolving Credit Facility | ||||
Current liabilities: | ||||
Borrowings under credit facilities, noncurrent | 0 | |||
SAExploration Holdings, Inc. | ||||
Current assets: | ||||
Cash and cash equivalents | 8 | 2,054 | ||
Restricted cash | 0 | 0 | ||
Accounts receivable, net | 0 | 22 | ||
Deferred costs on contracts | 0 | 0 | ||
Prepaid expenses | 3,162 | 22 | ||
Total current assets | 3,170 | 2,098 | ||
Property and equipment, net | 0 | 0 | ||
Investment in subsidiaries | (32,901) | (12,653) | ||
Intercompany receivables | 134,502 | 130,433 | ||
Intangible assets, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Deferred loan issuance costs, net | 5,352 | 20,619 | ||
Accounts receivable, net, noncurrent | 0 | 0 | ||
Deferred income tax assets | 0 | 0 | ||
Other assets | 0 | 0 | ||
Total assets | 110,123 | 140,497 | ||
Current liabilities: | ||||
Accounts payable | 1,782 | 128 | ||
Accrued liabilities | 1,885 | 88 | ||
Income and other taxes payable | 10 | 20 | ||
Borrowings under credit facilities, current | 0 | |||
Current portion of capital leases | 0 | |||
Deferred revenue | 0 | 0 | ||
Total current liabilities | 4,672 | 236 | ||
Intercompany payables | 0 | 0 | ||
Borrowings under credit facilities, noncurrent | 29,995 | |||
Second lien notes, net | 85,050 | 80,238 | ||
Senior secured notes, net | 1,847 | 1,830 | ||
Other long-term liabilities | 300 | |||
Total liabilities | 120,869 | 112,299 | ||
Stockholders’ equity (deficit): | ||||
Common stock | 1 | 1 | ||
Additional paid-in capital | 133,741 | 131,816 | ||
Accumulated deficit | (144,375) | (103,619) | ||
Accumulated other comprehensive loss | 0 | 0 | ||
Treasury stock, 38,024 shares at cost | (113) | |||
Total stockholders’ equity (deficit) attributable to the Corporation | (10,746) | 28,198 | ||
Noncontrolling interest | 0 | 0 | ||
Total stockholders’ equity (deficit) | (10,746) | 28,198 | ||
Total liabilities and stockholders’ equity (deficit) | 110,123 | 140,497 | ||
SAExploration Holdings, Inc. | Senior Loan Facility | ||||
Current liabilities: | ||||
Borrowings under credit facilities, current | 995 | |||
Borrowings under credit facilities, noncurrent | 29,000 | |||
SAExploration Holdings, Inc. | Revolving Credit Facility | ||||
Current liabilities: | ||||
Borrowings under credit facilities, noncurrent | 0 | |||
The Guarantors | ||||
Current assets: | ||||
Cash and cash equivalents | 1,097 | 3,446 | ||
Restricted cash | 0 | 0 | ||
Accounts receivable, net | 322 | 52,101 | ||
Deferred costs on contracts | 144 | 8,378 | ||
Prepaid expenses | 240 | 268 | ||
Total current assets | 1,803 | 64,193 | ||
Property and equipment, net | 28,143 | 34,277 | ||
Investment in subsidiaries | 51,210 | 63,247 | ||
Intercompany receivables | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Deferred loan issuance costs, net | 0 | 237 | ||
Accounts receivable, net, noncurrent | 78,102 | 37,984 | ||
Deferred income tax assets | 0 | 0 | ||
Other assets | 150 | 164 | ||
Total assets | 159,408 | 200,102 | ||
Current liabilities: | ||||
Accounts payable | 590 | 5,155 | ||
Accrued liabilities | 2,223 | 5,769 | ||
Income and other taxes payable | 24 | 746 | ||
Borrowings under credit facilities, current | 5,844 | |||
Current portion of capital leases | 39 | |||
Deferred revenue | 0 | 7,975 | ||
Total current liabilities | 2,837 | 25,528 | ||
Intercompany payables | 93,200 | 96,559 | ||
Borrowings under credit facilities, noncurrent | 0 | |||
Second lien notes, net | 0 | 0 | ||
Senior secured notes, net | 0 | 0 | ||
Other long-term liabilities | 250 | |||
Total liabilities | 100,688 | 122,087 | ||
Stockholders’ equity (deficit): | ||||
Common stock | 0 | 0 | ||
Additional paid-in capital | 43,861 | 43,861 | ||
Accumulated deficit | 10,289 | 30,538 | ||
Accumulated other comprehensive loss | 0 | 0 | ||
Treasury stock, 38,024 shares at cost | 0 | |||
Total stockholders’ equity (deficit) attributable to the Corporation | 54,150 | 74,399 | ||
Noncontrolling interest | 4,570 | 3,616 | ||
Total stockholders’ equity (deficit) | 58,720 | 78,015 | ||
Total liabilities and stockholders’ equity (deficit) | 159,408 | 200,102 | ||
The Guarantors | Senior Loan Facility | ||||
Current liabilities: | ||||
Borrowings under credit facilities, current | 0 | |||
Borrowings under credit facilities, noncurrent | 0 | |||
The Guarantors | Revolving Credit Facility | ||||
Current liabilities: | ||||
Borrowings under credit facilities, noncurrent | 4,401 | |||
Other Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 2,508 | 5,960 | ||
Restricted cash | 41 | 536 | ||
Accounts receivable, net | 5,783 | 17,598 | ||
Deferred costs on contracts | 1,963 | 266 | ||
Prepaid expenses | 2,993 | 1,687 | ||
Total current assets | 13,288 | 26,047 | ||
Property and equipment, net | 4,803 | 8,482 | ||
Investment in subsidiaries | 7,500 | 7,500 | ||
Intercompany receivables | 0 | 0 | ||
Intangible assets, net | 671 | 721 | ||
Goodwill | 1,832 | 1,711 | ||
Deferred loan issuance costs, net | 0 | 0 | ||
Accounts receivable, net, noncurrent | 0 | 0 | ||
Deferred income tax assets | 4,592 | 5,122 | ||
Other assets | 32 | 0 | ||
Total assets | 32,718 | 49,583 | ||
Current liabilities: | ||||
Accounts payable | 2,179 | 4,018 | ||
Accrued liabilities | 2,203 | 6,893 | ||
Income and other taxes payable | 7,853 | 14,839 | ||
Borrowings under credit facilities, current | 0 | |||
Current portion of capital leases | 17 | |||
Deferred revenue | 1,477 | 0 | ||
Total current liabilities | 13,712 | 25,767 | ||
Intercompany payables | 41,302 | 33,874 | ||
Borrowings under credit facilities, noncurrent | 0 | |||
Second lien notes, net | 0 | 0 | ||
Senior secured notes, net | 0 | 0 | ||
Other long-term liabilities | 58 | |||
Total liabilities | 55,072 | 59,641 | ||
Stockholders’ equity (deficit): | ||||
Common stock | 0 | 0 | ||
Additional paid-in capital | 22,057 | 22,058 | ||
Accumulated deficit | (39,329) | (27,294) | ||
Accumulated other comprehensive loss | (5,082) | (4,822) | ||
Treasury stock, 38,024 shares at cost | 0 | |||
Total stockholders’ equity (deficit) attributable to the Corporation | (22,354) | (10,058) | ||
Noncontrolling interest | 0 | 0 | ||
Total stockholders’ equity (deficit) | (22,354) | (10,058) | ||
Total liabilities and stockholders’ equity (deficit) | 32,718 | $ 49,583 | ||
Other Subsidiaries | Senior Loan Facility | ||||
Current liabilities: | ||||
Borrowings under credit facilities, current | 0 | |||
Borrowings under credit facilities, noncurrent | 0 | |||
Other Subsidiaries | Revolving Credit Facility | ||||
Current liabilities: | ||||
Borrowings under credit facilities, noncurrent | $ 0 |
CONDENSED CONSOLIDATING FINAN89
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Condensed Consolidated Income Statement (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Operations | ||
Revenue from services | $ 127,022 | $ 205,564 |
Cost of services | 104,954 | 160,528 |
Gross profit | 22,068 | 45,036 |
Selling, general and administrative expenses | 25,697 | 29,253 |
(Gain)/loss on disposal of property and equipment, net | (101) | 4,542 |
Income (loss) from operations | (3,528) | 11,241 |
Other expense, net | (30,943) | (27,194) |
Equity in income (losses) of investments | 0 | 0 |
Loss before income taxes | (34,471) | (15,953) |
Provision for income taxes | 4,313 | 6,056 |
Net loss | (38,784) | (22,009) |
Less: net income attributable to noncontrolling interest | 1,972 | 3,021 |
Net income (loss) attributable to the Corporation | (40,756) | (25,030) |
Comprehensive net income (loss) | (39,044) | (22,560) |
Comprehensive net income (loss) attributable to the Corporation | (41,016) | (25,581) |
Consolidating Adjustments | ||
Statement of Operations | ||
Revenue from services | 0 | 0 |
Cost of services | 0 | 0 |
Gross profit | 0 | 0 |
Selling, general and administrative expenses | 0 | 0 |
(Gain)/loss on disposal of property and equipment, net | 0 | 0 |
Income (loss) from operations | 0 | 0 |
Other expense, net | 0 | 0 |
Equity in income (losses) of investments | 27,546 | (10,379) |
Loss before income taxes | 27,546 | (10,379) |
Provision for income taxes | 0 | 0 |
Net loss | 27,546 | (10,379) |
Less: net income attributable to noncontrolling interest | 0 | 0 |
Net income (loss) attributable to the Corporation | 27,546 | (10,379) |
Comprehensive net income (loss) | 27,546 | (10,379) |
Comprehensive net income (loss) attributable to the Corporation | 27,546 | (10,379) |
SAExploration Holdings, Inc. | ||
Statement of Operations | ||
Revenue from services | 0 | 0 |
Cost of services | 0 | 0 |
Gross profit | 0 | 0 |
Selling, general and administrative expenses | 3,943 | 3,862 |
(Gain)/loss on disposal of property and equipment, net | 0 | 0 |
Income (loss) from operations | (3,943) | (3,862) |
Other expense, net | (16,569) | (23,492) |
Equity in income (losses) of investments | (20,249) | 2,369 |
Loss before income taxes | (40,761) | (24,985) |
Provision for income taxes | (5) | 45 |
Net loss | (40,756) | (25,030) |
Less: net income attributable to noncontrolling interest | 0 | 0 |
Net income (loss) attributable to the Corporation | (40,756) | (25,030) |
Comprehensive net income (loss) | (40,756) | (25,030) |
Comprehensive net income (loss) attributable to the Corporation | (40,756) | (25,030) |
The Guarantors | ||
Statement of Operations | ||
Revenue from services | 75,625 | 77,947 |
Cost of services | 59,263 | 59,445 |
Gross profit | 16,362 | 18,502 |
Selling, general and administrative expenses | 11,097 | 11,378 |
(Gain)/loss on disposal of property and equipment, net | (45) | 4,830 |
Income (loss) from operations | 5,310 | 2,294 |
Other expense, net | (13,453) | (4,510) |
Equity in income (losses) of investments | (7,297) | 8,010 |
Loss before income taxes | (15,440) | 5,794 |
Provision for income taxes | 2,760 | 404 |
Net loss | (18,200) | 5,390 |
Less: net income attributable to noncontrolling interest | 2,049 | 3,021 |
Net income (loss) attributable to the Corporation | (20,249) | 2,369 |
Comprehensive net income (loss) | (18,200) | 5,390 |
Comprehensive net income (loss) attributable to the Corporation | (20,249) | 2,369 |
Other Subsidiaries | ||
Statement of Operations | ||
Revenue from services | 51,397 | 127,617 |
Cost of services | 45,691 | 101,083 |
Gross profit | 5,706 | 26,534 |
Selling, general and administrative expenses | 10,657 | 14,013 |
(Gain)/loss on disposal of property and equipment, net | (56) | (288) |
Income (loss) from operations | (4,895) | 12,809 |
Other expense, net | (921) | 808 |
Equity in income (losses) of investments | 0 | 0 |
Loss before income taxes | (5,816) | 13,617 |
Provision for income taxes | 1,558 | 5,607 |
Net loss | (7,374) | 8,010 |
Less: net income attributable to noncontrolling interest | (77) | 0 |
Net income (loss) attributable to the Corporation | (7,297) | 8,010 |
Comprehensive net income (loss) | (7,634) | 7,459 |
Comprehensive net income (loss) attributable to the Corporation | $ (7,557) | $ 7,459 |
CONDENSED CONSOLIDATING FINAN90
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Condensed Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating activities: | ||
Net cash provided by (used in) operating activities | $ (4,553) | $ (19,830) |
Investing activities: | ||
Purchase of property and equipment | (2,670) | (3,352) |
Return of capital contribution from affiliate | 0 | |
Proceeds from disposal of property and equipment | 1,910 | 488 |
Net cash used in investing activities | (760) | (2,864) |
Financing activities: | ||
Borrowings under senior loan facility | 0 | 29,995 |
Payment of senior loan facility fee, debt discount and loan issuance costs | (1,166) | (2,002) |
Credit facility borrowings | 33,401 | 44,470 |
Credit facility repayments | (34,245) | (46,525) |
Purchase of treasury stock | (113) | 0 |
Distribution to noncontrolling interest | (1,095) | (3,838) |
Intercompany lending | 0 | 0 |
Return of capital to affiliate | 0 | |
Dividend payments to affiliate | 0 | 0 |
Legal fees associated with stock issuance on restructuring | (131) | |
Other financing activities | (56) | (127) |
Net cash provided by (used in) financing activities | (3,274) | 21,842 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 245 | 1,030 |
Net change in cash, cash equivalents and restricted cash | (8,342) | 178 |
Cash, cash equivalents and restricted cash at the beginning of year | 11,996 | 11,818 |
Cash, cash equivalents and restricted cash at the end of year | 3,654 | 11,996 |
Consolidating Adjustments | ||
Operating activities: | ||
Net cash provided by (used in) operating activities | (4,742) | (2,865) |
Investing activities: | ||
Purchase of property and equipment | 0 | 0 |
Return of capital contribution from affiliate | (650) | |
Proceeds from disposal of property and equipment | 0 | 0 |
Net cash used in investing activities | 0 | (650) |
Financing activities: | ||
Borrowings under senior loan facility | 0 | |
Payment of senior loan facility fee, debt discount and loan issuance costs | 0 | 0 |
Credit facility borrowings | 0 | 0 |
Credit facility repayments | 0 | 0 |
Purchase of treasury stock | 0 | |
Distribution to noncontrolling interest | 0 | 0 |
Intercompany lending | 0 | 0 |
Return of capital to affiliate | 650 | |
Dividend payments to affiliate | 4,742 | 2,865 |
Legal fees associated with stock issuance on restructuring | 0 | |
Other financing activities | 0 | 0 |
Net cash provided by (used in) financing activities | 4,742 | 3,515 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 0 | 0 |
Net change in cash, cash equivalents and restricted cash | 0 | 0 |
Cash, cash equivalents and restricted cash at the beginning of year | 0 | 0 |
Cash, cash equivalents and restricted cash at the end of year | 0 | 0 |
SAExploration Holdings, Inc. | ||
Operating activities: | ||
Net cash provided by (used in) operating activities | 2,750 | (11,057) |
Investing activities: | ||
Purchase of property and equipment | 0 | 0 |
Return of capital contribution from affiliate | 0 | |
Proceeds from disposal of property and equipment | 0 | 0 |
Net cash used in investing activities | 0 | 0 |
Financing activities: | ||
Borrowings under senior loan facility | 29,995 | |
Payment of senior loan facility fee, debt discount and loan issuance costs | (614) | (2,002) |
Credit facility borrowings | 0 | 0 |
Credit facility repayments | 0 | 0 |
Purchase of treasury stock | (113) | |
Distribution to noncontrolling interest | 0 | 0 |
Intercompany lending | (4,069) | (14,742) |
Return of capital to affiliate | 0 | |
Dividend payments to affiliate | 0 | 0 |
Legal fees associated with stock issuance on restructuring | (131) | |
Other financing activities | 0 | (9) |
Net cash provided by (used in) financing activities | (4,796) | 13,111 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 0 | 0 |
Net change in cash, cash equivalents and restricted cash | (2,046) | 2,054 |
Cash, cash equivalents and restricted cash at the beginning of year | 2,054 | 0 |
Cash, cash equivalents and restricted cash at the end of year | 8 | 2,054 |
The Guarantors | ||
Operating activities: | ||
Net cash provided by (used in) operating activities | 3,619 | (23,540) |
Investing activities: | ||
Purchase of property and equipment | (1,931) | (2,917) |
Return of capital contribution from affiliate | 650 | |
Proceeds from disposal of property and equipment | 1,850 | 0 |
Net cash used in investing activities | (81) | (2,267) |
Financing activities: | ||
Borrowings under senior loan facility | 0 | |
Payment of senior loan facility fee, debt discount and loan issuance costs | (552) | 0 |
Credit facility borrowings | 33,401 | 44,470 |
Credit facility repayments | (34,245) | (46,525) |
Purchase of treasury stock | 0 | |
Distribution to noncontrolling interest | (1,095) | (3,838) |
Intercompany lending | (3,359) | 27,142 |
Return of capital to affiliate | 0 | |
Dividend payments to affiliate | 0 | 0 |
Legal fees associated with stock issuance on restructuring | 0 | |
Other financing activities | (39) | (57) |
Net cash provided by (used in) financing activities | (5,889) | 21,192 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 2 | 36 |
Net change in cash, cash equivalents and restricted cash | (2,349) | (4,579) |
Cash, cash equivalents and restricted cash at the beginning of year | 3,446 | 8,025 |
Cash, cash equivalents and restricted cash at the end of year | 1,097 | 3,446 |
Other Subsidiaries | ||
Operating activities: | ||
Net cash provided by (used in) operating activities | (6,180) | 17,632 |
Investing activities: | ||
Purchase of property and equipment | (739) | (435) |
Return of capital contribution from affiliate | 0 | |
Proceeds from disposal of property and equipment | 60 | 488 |
Net cash used in investing activities | (679) | 53 |
Financing activities: | ||
Borrowings under senior loan facility | 0 | |
Payment of senior loan facility fee, debt discount and loan issuance costs | 0 | 0 |
Credit facility borrowings | 0 | 0 |
Credit facility repayments | 0 | 0 |
Purchase of treasury stock | 0 | |
Distribution to noncontrolling interest | 0 | 0 |
Intercompany lending | 7,428 | (12,400) |
Return of capital to affiliate | (650) | |
Dividend payments to affiliate | (4,742) | (2,865) |
Legal fees associated with stock issuance on restructuring | 0 | |
Other financing activities | (17) | (61) |
Net cash provided by (used in) financing activities | 2,669 | (15,976) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 243 | 994 |
Net change in cash, cash equivalents and restricted cash | (3,947) | 2,703 |
Cash, cash equivalents and restricted cash at the beginning of year | 6,496 | 3,793 |
Cash, cash equivalents and restricted cash at the end of year | $ 2,549 | $ 6,496 |