Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 08, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | SAEX | |
Entity Common Stock, Shares Outstanding | 14,940,156 | |
Entity Registrant Name | SAExploration Holdings, Inc. | |
Entity Central Index Key | 1,514,732 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 13,395 | $ 3,613 |
Restricted cash | 17 | 41 |
Accounts receivable, net | 19,558 | 6,105 |
Deferred costs on contracts | 2,275 | 2,107 |
Prepaid expenses | 3,414 | 6,395 |
Other assets | 555 | 0 |
Total current assets | 39,214 | 18,261 |
Property and equipment, net | 30,638 | 32,946 |
Intangible assets, net | 629 | 671 |
Goodwill | 1,783 | 1,832 |
Deferred loan issuance costs, net | 4,282 | 5,352 |
Accounts receivable, net, noncurrent | 78,102 | 78,102 |
Deferred income tax assets | 5,123 | 4,592 |
Other assets | 181 | 182 |
Total assets | 159,952 | 141,938 |
Current liabilities: | ||
Accounts payable | 12,167 | 4,551 |
Accrued liabilities | 8,778 | 6,311 |
Income and other taxes payable | 7,706 | 7,887 |
Borrowings under senior loan facility | 0 | 995 |
Deferred revenue | 257 | 1,477 |
Total current liabilities | 28,908 | 21,221 |
Second lien notes, net | 6,956 | 85,050 |
Senior secured notes, net | 1,844 | 1,847 |
Other long-term liabilities | 615 | 608 |
Total liabilities | 86,883 | 142,127 |
Commitments and contingencies | ||
Stockholders’ equity (deficit): | ||
Common stock, $0.0001 par value, 200,000,000 and 55,000,000 shares authorized at March 31, 2018 and December 31, 2017, respectively, 14,922,117 and 9,424,334 shares outstanding at March 31, 2018 and December 31, 2017, respectively | 2 | 1 |
Additional paid-in capital | 175,660 | 133,741 |
Accumulated deficit | (135,321) | (133,306) |
Accumulated other comprehensive loss | (4,494) | (5,082) |
Treasury stock, 363,361 and 38,024 shares at March 31, 2018 and December 31, 2017, respectively, at cost | (288) | (113) |
Total stockholders’ equity (deficit) attributable to the Corporation | 35,559 | (4,759) |
Noncontrolling interest | 5,405 | 4,570 |
Total stockholders’ equity (deficit) | 40,964 | (189) |
Total liabilities and stockholders’ equity (deficit) | 159,952 | 141,938 |
Series A Preferred Stock | ||
Mezzanine equity: | ||
Series A preferred stock, $0.0001 par value, 1,000,000 shares authorized as of March 31, 2018 and December 31, 2017, redemption value of $32,105 and 31,669 shares outstanding as of March 31, 2018 and no shares outstanding as of December 31, 2017 | 32,105 | 0 |
Senior Loan Facility | ||
Current liabilities: | ||
Borrowings under credit facility | 29,000 | 29,000 |
Revolving Credit Facility | ||
Current liabilities: | ||
Borrowings under credit facility | $ 19,560 | $ 4,401 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized shares (in shares) | 200,000,000 | 55,000,000 |
Common stock, outstanding shares (in shares) | 14,922,117 | 9,424,334 |
Treasury stock, at cost shares (in shares) | 363,361,000 | 38,024,000 |
Series A Preferred Stock | ||
Series A preferred stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Series A preferred stock, issued authorized (in shares) | 1,000,000 | 1,000,000 |
Series A preferred stock, redemption value (usd per share) | $ 32,105 | $ 0 |
Series A preferred stock, outstanding shares (in shares) | 31,669 | 0 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Revenue from services | $ 37,123 | $ 86,169 |
Cost of services excluding depreciation and amortization expense | 26,005 | 57,774 |
Depreciation and amortization expense included in cost of services | 2,421 | 3,251 |
Gross profit | 8,697 | 25,144 |
Selling, general and administrative expenses | 6,377 | 6,517 |
Income from operations | 2,320 | 18,627 |
Other (expense) income: | ||
Interest expense, net | (3,141) | (8,358) |
Foreign exchange (loss) gain, net | (174) | 311 |
Other income (expense), net | 145 | (13) |
Total other expense, net | (3,170) | (8,060) |
(Loss) income before income taxes | (850) | 10,567 |
Provision for income taxes | 624 | 1,740 |
Net (loss) income | (1,474) | 8,827 |
Less: net income attributable to noncontrolling interest | 835 | 1,982 |
Net (loss) income attributable to the Corporation | (2,309) | 6,845 |
Less: preferred stock dividends | 456 | 0 |
Less: deemed dividend for amortization of Series A Preferred Stock discount and adjustment to redemption value | 35,695 | 0 |
Net (loss) income available to common stockholders | $ (38,460) | $ 6,845 |
Net (loss) income available to common stockholders per common share: | ||
Basic (usd per share) | $ (3.79) | $ 0.73 |
Diluted (usd per share) | $ (3.79) | $ 0.73 |
Weighted average shares: | ||
Basic (in shares) | 10,154,195 | 9,358,529 |
Diluted (in shares) | 10,154,195 | 9,391,022 |
UNAUDITED CONDENSED CONSOLIDAT5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Net (loss) income | $ (1,474) | $ 8,827 |
Foreign currency translation gain (loss) | 588 | (65) |
Total comprehensive (loss) income | (886) | 8,762 |
Less: comprehensive income attributable to noncontrolling interest | 835 | 1,982 |
Comprehensive (loss) income attributable to the Corporation | (1,721) | 6,780 |
Less: preferred stock dividends | 456 | 0 |
Less: deemed dividend for amortization of Series A Preferred Stock discount and adjustment to redemption value | 35,695 | 0 |
Comprehensive (loss) income available to common stockholders | $ (37,872) | $ 6,780 |
UNAUDITED CONDENSED CONSOLIDAT6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Series B Preferred Stock | Series A Preferred Stock | Total Corporation Stockholders’ Equity (Deficit) | Total Corporation Stockholders’ Equity (Deficit)Series B Preferred Stock | Total Corporation Stockholders’ Equity (Deficit)Series A Preferred Stock | Preferred Stock Series B Par ValueSeries B Preferred Stock | Common Stock at Par Value | Additional Paid-In Capital | Additional Paid-In CapitalSeries B Preferred Stock | Additional Paid-In CapitalSeries A Preferred Stock | Accumulated Deficit | Accumulated Other Comprehensive Loss - Foreign Currency Translation | Treasury Stock | Non-controlling Interest |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Adoption of accounting standard (Note 1) | $ 294 | $ 294 | $ 294 | ||||||||||||
Beginning balance at Dec. 31, 2017 | (189) | (4,759) | $ 0 | $ 1 | $ 133,741 | (133,306) | $ (5,082) | $ (113) | $ 4,570 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Foreign currency translation | 588 | 588 | 588 | ||||||||||||
Share-based compensation expense | 1,053 | 1,053 | 1,053 | ||||||||||||
Purchase of treasury stock | (175) | (175) | (175) | ||||||||||||
Common stock issued in exchange for debt converted | 472 | 472 | 472 | ||||||||||||
Preferred stock issued and converted | $ (10,791) | $ (10,791) | $ (10,791) | ||||||||||||
Series C warrants issued in exchange for debt converted | 4,810 | 4,810 | 4,810 | ||||||||||||
Discount on Series A Preferred Stock for beneficial conversion feature | $ 61,971 | $ 61,971 | $ 61,971 | ||||||||||||
Amortization of discount on Series A Preferred Stock | (34,404) | (34,404) | (34,404) | ||||||||||||
Increase in Series A Preferred Stock to redemption value | $ (1,291) | $ (1,291) | $ (1,291) | ||||||||||||
Common stock and Series D warrants issued in exchange for Series B preferred stock converted | 10,791 | 10,791 | 1 | 10,790 | |||||||||||
Stock issuance costs | (1,026) | (1,026) | (1,026) | ||||||||||||
Preferred stock dividend declared | (456) | (456) | (456) | ||||||||||||
Net (loss) income | (1,474) | (2,309) | (2,309) | 835 | |||||||||||
Ending balance at Mar. 31, 2018 | $ 40,964 | $ 35,559 | $ 2 | $ 175,660 | $ (135,321) | $ (4,494) | $ (288) | $ 5,405 |
UNAUDITED CONDENSED CONSOLIDAT7
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating activities: | ||
Net (loss) income attributable to the Corporation | $ (2,309) | $ 6,845 |
Net income attributable to noncontrolling interest | 835 | 1,982 |
Net (loss) income | (1,474) | 8,827 |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 2,499 | 3,356 |
Amortization of loan issuance costs, debt discount and debt premium | 1,229 | 5,261 |
Payment in kind interest | 0 | 2,204 |
(Gain) loss on disposal of property and equipment | (181) | 4 |
Share-based compensation | 1,053 | 629 |
Gain on debt extinguishment | (53) | 0 |
Unrealized loss (gain) on foreign currency transactions | 213 | (330) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (13,350) | (28,107) |
Prepaid expenses | 1,703 | 391 |
Deferred costs on contracts | (23) | 7,593 |
Accounts payable | 6,671 | 15,547 |
Accrued liabilities | 1,941 | (180) |
Income and other taxes payable | (266) | (2,279) |
Deferred revenue | (1,270) | (7,531) |
Other, net | (556) | 16 |
Net cash provided by (used in) operating activities | (1,864) | 5,401 |
Investing activities: | ||
Purchase of property and equipment | (134) | (2,152) |
Proceeds from sale of property and equipment | 182 | 1,851 |
Net cash provided by (used in) investing activities | 48 | (301) |
Financing activities: | ||
Senior loan facility repayments | (995) | 0 |
Credit facility borrowings | 15,000 | 15,625 |
Credit facility repayments | 0 | (16,952) |
Repayments of capital lease obligations | 0 | (14) |
Costs of issuing stock in non-cash transactions | (2,179) | 0 |
Purchase of treasury stock | (175) | 0 |
Net cash provided by (used in) financing activities | 11,651 | (1,341) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (77) | (12) |
Net change in cash, cash equivalents and restricted cash | 9,758 | 3,747 |
Cash, cash equivalents and restricted cash at the beginning of period | 3,654 | 11,996 |
Cash, cash equivalents and restricted cash at the end of period | 13,412 | 15,743 |
Supplemental disclosures of cash flow information: | ||
Interest paid | 3,267 | 930 |
Income taxes paid, net | 903 | 910 |
Supplemental disclosures of cash flow information -- non-cash investing and financing activities: | ||
Capital assets acquired included in accounts payable | 0 | 25 |
Stock issuance costs included in accounts payable | 899 | 0 |
Common stock and preferred stock shares issued to retire debt | 73,234 | 0 |
Warrants issued to retire debt | 4,810 | 0 |
Common stock and warrants issued to convert Series B preferred stock | 10,791 | 0 |
Stock issuance costs previously included in prepaid | 1,442 | 0 |
Preferred stock dividend declared | 456 | 0 |
Deemed dividend for amortization of Series A Preferred Stock discount and adjustment to redemption value | $ 35,695 | $ 0 |
DESCRIPTION OF THE BUSINESS AND
DESCRIPTION OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | DESCRIPTION OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of the Business SAExploration Holdings, Inc. and its Subsidiaries (collectively, the “Corporation”) is an internationally-focused oilfield services company offering seismic data acquisition and logistical support services in Alaska, Canada, South America, West Africa and Southeast Asia to its customers in the oil and natural gas industry. In addition to the acquisition of 2D, 3D, time-lapse 4D and multi-component seismic data on land, in transition zones and offshore in depths reaching 3,000 meters, the Corporation offers a full-suite of logistical support and in-field data processing services. The Corporation operates crews around the world that utilize over 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. Basis of Presentation The unaudited condensed consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Although the financial statements and related information included herein have been prepared without audit, and certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, the Corporation believes that the note disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the Corporation’s audited consolidated financial statements and the notes thereto included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2017 ("10-K"). In the opinion of management, the unaudited interim financial statements included herein reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the Corporation’s financial position, results of operations, and cash flows for the periods presented. The results of operations for interim periods are not necessarily indicative of the results expected for the full year or any future period. Significant Accounting Policies There have been no changes to the significant accounting policies of the Corporation from the information provided in Note 2 of the Notes to Consolidated Financial Statements in the Corporation’s 10-K, except as discussed below under Recently Issued Accounting Pronouncements and in Note 4 - Revenue. Recently Issued Accounting Pronouncements Income Taxes In October 2016, the Financial Accounting Standards Board ("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 Corporation adopted this guidance effective January 1, 2018 using the modified retrospective method resulting in a cumulative effect adjustment recording to accumulated deficit of $294 . Prior periods have not been retrospectively adjusted. Revenue Recognition In May 2014, the 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 Corporation adopted the standard using the modified retrospective method on January 1, 2018 applied to those contracts not completed at that time. The modified retrospective method requires a company to recognize the cumulative effect of initially applying the new standard as an adjustment to accumulated deficit. Prior period amounts have not been adjusted and continue to be reflected in accordance with the Corporation's historical accounting. 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 from its contracts, recognizes certain costs of its contracts, accounts for certain modifications of its contracts and requires expanded disclosure. See Note 4 for further information on our revenue. In accordance with the new revenue standard requirements, the disclosure of the impact of adoption on the Corporation's unaudited condensed consolidated statement of operations and balance sheet was as follows: Three months ended March 31, 2018 As Reported Balances Without Adoption of ASC 606 Effect of Change Higher/(Lower) Income Statement Revenue from services $ 37,123 $ 36,746 $ 377 Cost of sales excluding depreciation and amortization expense $ 26,005 $ 25,372 $ 633 Provision for income taxes $ 624 $ 589 $ 35 Net loss $ (2,309 ) $ (2,018 ) $ (291 ) For the period ended March 31, 2018 As Reported Balances Without Adoption of ASC 606 Effect of Change Higher/(Lower) Balance Sheet Assets Accounts receivable $ 19,558 $ 19,181 $ 377 Deferred costs on contracts $ 2,275 $ 2,908 $ (633 ) Liabilities Income and other taxes payable $ 7,706 $ 7,671 $ 35 Equity Accumulated deficit $ (135,321 ) $ (135,030 ) $ (291 ) 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 performing its preliminary scoping and assessment of the impact of this standard. As a lessee, the Corporation anticipates this standard will impact the Corporation in situations where it leases real estate and some types of equipment, for which it will recognize a right-of-use asset and corresponding lease liability on the Corporation's balance sheet. As a lessor, the Corporation has not yet determined the impact of this standard on its business. The Corporation is also currently assessing its needs for new systems and processes related to the standard. The Corporation continues to evaluate the impact of this guidance and has not yet determined its impact on its f inancial position, results of operations, cash flows and disclosures. |
RESTRUCTURING
RESTRUCTURING | 3 Months Ended |
Mar. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING | RESTRUCTURING 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 owned 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 "2017 Restructuring"). 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. The 2017 Exchange Offer is being accounted for during the quarter ended March 31, 2018. A further description of the Second Lien Notes and Senior Secured Notes is provided in Note 9 and a further description of the Preferred Stock and Series C Warrants is provided in Note 11. 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. See Notes 9 and 11 for further description of this transaction. 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 the conversion, the Series B Preferred Stock, and the Series D Warrants is provided in Note 11. 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 as of the date of this filing. 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. See Note 12 for further information on these plans. |
CREDIT CONCENTRATION
CREDIT CONCENTRATION | 3 Months Ended |
Mar. 31, 2018 | |
Accounts, Notes, Loans and Financing Receivable, Classified [Abstract] | |
CREDIT CONCENTRATION | CREDIT CONCENTRATION At March 31, 2018 , the Corporation's largest account receivable from one customer was $78.1 million , representing 80% 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 March 31, 2018 and December 31, 2017, the entire receivable was classified as long term. Due to the customer’s inability to monetize the Tax Credits, the customer has assigned $89.0 million of Tax Credits to the Corporation so that it can seek to monetize these Tax Credits and apply the resulting cash, as monetization occurs, toward the customer’s repayment of its overdue account receivable. The Tax Credit applications are subject to audit by the State of Alaska prior to issuance of the Tax Credit certificates. Audits of the Tax Credit applications resulted in the Corporation receiving approximately $56.2 million of Tax Credit certificates from the State of Alaska in 2016 and 2017, and approximately $8.3 million of Tax Credit certificates in the first quarter of 2018. 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 , although it does not have a deadline requiring it to do so. The Corporation did no t record any reduction in receivable in the three months ended March 31, 2018. The Corporation recorded a reduction of the accounts receivable balance of $3.5 million related to the monetization of Tax Credit certificates during the three months ended March 31, 2017, 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. During the year ended December 31, 2016, the Corporation recorded a reduction of the accounts receivable balance of approximately $10.9 million from the sale of Tax Credit certificates to the same producer. 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 of the customer's seismic data on behalf of 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. Notwithstanding this reversal, the secondary market remains inactive and preliminary indications are that discounts on any secondary market sale of the Tax Credit certificates are likely to be substantially greater than before these regulations were enacted. One recent development may accelerate payment of the account receivable. The Governor of Alaska has introduced legislation to allow the State of Alaska to issue bonds to pay-off at a discount up to $1 billion of its outstanding liability for Tax Credits. The purchase will be at a discount, and some pricing options may require the customer to release the data to the public in advance of when it must otherwise be made. Both the Senate and the House have approved the legislation. There can be no assurance, however, that the Governor will sign this legislation or that this alternative will provide a viable means to more efficiently and quickly monetize the Corporation’s Tax Credit certificates than other alternatives. If this legislation is adopted, however, the Corporation intends to evaluate this alternative to determine whether it may be the most viable option to monetize its 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 or to other strategic purchasers of the Tax Credits should yet again become a viable monetization option. For instance, 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, but the producer has advised the Corporation that it does not yet know whether or when it will need any third party Tax Credit certificates other than its own. The Corporation also believes that rising oil prices my increase the ability of the State of Alaska to pay off the Tax Credits due to higher revenues or may create a more viable market for the Tax Credits, but there can be no assurance that prices will increase sufficient to improve the ability of the Corporation to receive payments 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. 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, based on a recent third party independent appraisal of the data, 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 March 31, 2018 , 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 funding and payments. |
DETAIL OF SELECTED BALANCE SHEE
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS | 3 Months Ended |
Mar. 31, 2018 | |
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 condensed consolidated balance sheet to the amounts shown in the unaudited condensed consolidated statements of cash flows. March 31, 2018 December 31, 2017 Cash and cash equivalents $ 13,395 $ 3,613 Restricted cash 17 41 Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows $ 13,412 $ 3,654 Restricted cash primarily consists of cash collateral for labor claims, office rental and cash in another country restricted by exchange control regulations. Accounts Receivable Accounts receivable is comprised of the following: March 31, 2018 December 31, 2017 Current: Trade receivables $ 17,437 $ 4,013 Other receivables 2,133 2,104 Less: allowance for doubtful accounts (12 ) (12 ) Accounts receivable, net $ 19,558 $ 6,105 Noncurrent: Accounts receivable $ 78,102 $ 78,102 Less: allowance for doubtful accounts — — Accounts receivable, net $ 78,102 $ 78,102 Property and Equipment Property and equipment is comprised of the following: March 31, 2018 December 31, 2017 Property and equipment $ 105,684 $ 105,595 Less: accumulated depreciation and amortization (75,046 ) (72,649 ) Property and equipment, net $ 30,638 $ 32,946 Intangible Assets Intangible assets are comprised of the following: March 31, 2018 December 31, 2017 Intangible assets $ 1,387 $ 1,403 Less: accumulated amortization (758 ) (732 ) Intangible assets, net $ 629 $ 671 Accrued Liabilities Accrued liabilities are comprised of the following: March 31, 2018 December 31, 2017 Accrued payroll liabilities $ 3,965 $ 2,781 Accrued interest 205 1,877 Accrued dividend 456 — Other accrued liabilities 4,152 1,653 Total accrued liabilities $ 8,778 $ 6,311 Other accrued liabilities primarily consist of accruals for project related expenses. |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE 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 that 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 and also vary in length but typically are not long term. The Corporation accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, which it adopted on January 1, 2018, using the modified retrospective method. Performance Obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in ASC Topic 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Corporation's contracts typically have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct. The Corporation recognizes out-of-pocket amounts and amounts billed for subcontractors at the gross amount billed to the customer in revenue with the related expenses recorded in cost of services and includes these in the transaction price if they are not considered distinct services. If the Corporation would enter into a contract with multiple performance obligations, it would allocate the contract’s transaction price to each performance obligation using its best estimate of the standalone selling price of each distinct good or service in the contract. Typically this would happen if the Corporation enters into a contract that includes processing services in addition to data acquisition services. The Corporation's performance obligations are satisfied over time as work progresses. Contracts are either fixed price agreements that provide for a fixed fee per unit of measure ("Turnkey"), or variable price agreements that provide for affixed hourly, daily or monthly fee during the term of the project ("Term"). Under Turnkey agreements, the Corporation recognizes revenue based upon quantifiable measures of progress, such as square or linear kilometers surveyed, each unit of data recorded or any other method that depicts how the Corporation transfers control to the customer. Expenses are recognized as they are incurred, which could result in fluctuations in the Corporation's gross profit. If the Corporation determines that a contract will have a loss, the entire amount of the loss associated with the contract is immediately recognized. Under Term agreements, the revenue is variable, estimated and recognized over the term of the agreement based upon a quantifiable measure of progress. See Contract Estimates below for further information on our variable consideration. On March 31, 2018, the Corporation had $35,318 of remaining performance obligations, which the Corporation also refers to as total backlog. The Corporation expects to recognize approximately 95% percent of its remaining performance obligations as revenue in 2018 and the remaining approximately 5% percent in 2019. Contract Estimates. The nature of the Corporation's contracts gives rise to several types of variable consideration. One type of variable consideration is standby revenue wherein weather and customer related delays may generate additional revenue. The transaction price of its contracts also includes various services, which can vary depending on the circumstances occurring in the project. The Corporation includes these revenues in its estimated transaction price when there is basis to reasonably estimate the amount of the revenue and when the consideration is not highly dependent on factors outside of the Corporation's control. The Corporation estimates its variable consideration based on historical performance and its best judgment at the time. As a significant change in one or more of these estimates could affect the profitability of its contracts, the Corporation reviews and updates the estimates during each reporting period. The Corporation recognizes these adjustments in revenues under the cumulative catch-up method recognizing the impact of the adjustment on revenue to date in the period the adjustment is identified. Revenue in future periods of performance is recognized using the adjusted estimate. Revenue by Category. The following table disaggregates our revenue by major source for the three months ended March 31, 2018: North America South America Total Type of Contract Turnkey $ 23,098 $ 9,444 $ 32,542 Term 4,581 — 4,581 Total $ 27,679 $ 9,444 $ 37,123 Contract Balances and Costs to Fulfill Contracts. The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables, costs to fulfill a contract, and deferred revenue on the unaudited condensed consolidated balance sheets. The Corporation typically bills as work progresses. The Corporation incurs certain costs, which it capitalizes if they directly relate to the contract, generate or enhance resources that will be used in satisfying performance obligations in the future and are expected to be recovered. These costs typically include mobilization and setup for the various projects. The Corporation amortizes these costs consistent with how the related revenue is recognized unless the Corporation determines the costs are no longer recoverable, at which time they are expensed. As of March 31, 2018, the Corporation had assets recognized for costs to fulfill contracts of $2,275 classified as deferred costs on contracts on the unaudited condensed consolidated balance sheet, which primarily relate to mobilization and setup expenses and are amortized to expense as services are provided and control transfers to the customer. The Corporation recognized $4,058 of amortization during the three month period ended March 31, 2018 . Deferred revenue primarily represents amounts billed or payments received for services to be rendered over a future period. Typically, the Corporation's mobilization services are paid at the beginning of the contract by the customer while the revenue is recognized as control transfers to the customer, which can result in deferred revenue. Normally all other revenue is billed as work progresses, which generally will not result in significant deferred revenue except in those cases where a large mobilization is required for the contract. Deferred revenue of $257 at March 31, 2018 primarily consists of payment for seismic services. Revenue recognized for the three-month period ended March 31, 2018, that was included in the deferred revenue balance at the beginning of the period was $1,477 and represented primarily revenue from seismic services and primarily relates to the timing of payment for mobilization for projects beginning in the first quarter of 2018. Additional revenue deferred during the three month period ended March 31, 2018 was $257 and primarily related to the timing of payment for seismic services. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE 2018 Earnings Per Share. As a result of the 2017 Restructuring, the Corporation is now required to apply the two-class method to calculate basic and diluted earnings per share beginning with the quarter ended March 31, 2018. The Corporation's Series C Warrants, Series D Warrants and Series B Preferred Stock (prior to its conversion) are considered participating securities ("Participating Securities"). Under the two-class method, basic income per share is computed by dividing income available to common stockholders after allocation of income to Participating Securities by the weighted average number of common shares outstanding during each period. In loss periods, the Corporation does not allocated losses to the Participating Securities since they do not participate in losses. Diluted earnings per share is computed by dividing net income available to common stockholders after allocation of earnings to Participating Securities 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. 2017 Earnings Per Share. Basic income per share is computed by dividing net income attributable to the Corporation by the weighted average number of common shares outstanding during each period. Diluted income per share is computed by dividing net income available to common stockholders 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. Potential Dilutive Securities. 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, (iii) the exercising of stock options at average market prices greater than their exercise prices and (iv) the conversion of preferred stock. Under the treasury stock method, dilutive potential common shares are determined based on the assumed exercise of dilutive restricted stock, stock options and warrants less the number of treasury shares assumed to be purchased from the amount that must be paid to exercise stock options, the amount of compensation expense for future service that has not yet been recognized for restricted stock and stock options, and the amount of tax benefits that will be recorded in additional paid-in capital when the dilutive awards become deductible. The computation of basic and diluted net income per share is as follows: Three Months Ended March 31, 2018 Basic: Net loss available to common stockholders $ (38,460 ) Less: Allocation of earnings to participating securities — Net loss available to common stockholders after allocation of earnings to participating securities $ (38,460 ) Basic weighted average shares outstanding 10,154,195 Net loss per share $ (3.79 ) Diluted: Net loss available to common stockholders $ (38,460 ) Less: Allocation of earnings to participating securities — Net loss available to common stockholders after allocation of earnings to participating securities $ (38,460 ) Basic weighted average shares outstanding 10,154,195 Add: effect of dilutive securities — Diluted weighted average shares outstanding 10,154,195 Diluted net loss per share $ (3.79 ) Three Months Ended March 31, 2017 Basic: Net income available to common stockholders $ 6,845 Weighted average common shares outstanding 9,358,529 Net income per share $ 0.73 Diluted: Net income available to common stockholders $ 6,845 Basic weighted average shares outstanding 9,358,529 Add: Effect of dilutive securities 32,493 Diluted weighted average shares outstanding 9,391,022 Diluted net income per share $ 0.73 Warrants to purchase 22,693,183 and 308,752 shares of common stock have been excluded from the calculation of diluted net income (loss) per share in the three month periods ended March 31, 2018 and 2017 , respectively, since they were anti-dilutive due to the net loss in 2018 and the exercise price exceeded the weighted average share price in 2017. Options to purchase 311,477 shares of common stock have been excluded from the calculation of diluted net income per share in the three month period ended March 31, 2017 , since the option exercise price was higher than the weighted average share price during the respective period. Unvested restricted stock units representing 207,650 issuable shares were excluded from the calculation of diluted net income per share in the three month period ended March 31, 2017 , since they were anti-dilutive. Preferred stock representing 103,604,035 issuable shares were excluded from the calculation of diluted net loss per share in the three month period ended March 31, 2018, since they were anti-dilutive. |
CREDIT FACILITY
CREDIT FACILITY | 3 Months Ended |
Mar. 31, 2018 | |
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 15. 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 one additional lender. 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. The borrowings outstanding under the Credit Facility were: March 31, 2018 December 31, 2017 Principal outstanding $ 20,000 $ 5,000 Less: unamortized deferred loan issuance costs (440 ) (599 ) Total Credit Facility outstanding $ 19,560 $ 4,401 Additional borrowings under the Credit Facility for up to $20,000 in borrowings 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 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 March 31, 2018 . 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 (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 based on their proportionate ownership of the Senior Secured Notes as discussed in Note 15. The Senior Loan Facility provided funding up to a maximum borrowing amount of $30,000 . See restrictions on this borrowing below. As of March 31, 2018 and December 31, 2017 , borrowings of $29,000 and $29,995 , respectively, 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, with respect to 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. The Residual Loans matured January 2, 2018, and were repaid. The Senior Loan Facility is secured by substantially all of the collateral securing the obligations under the Credit Agreement and the Senior Secured 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 Senior Secured Notes. The security interest in such collateral held by the holders of the Second Lien Notes was released as part of the 2017 Restructuring. 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 is in compliance with the Senior Loan Facility covenants as of March 31, 2018 . |
SENIOR LOAN FACILITY
SENIOR LOAN FACILITY | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
SENIOR LOAN 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 15. 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 one additional lender. 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. The borrowings outstanding under the Credit Facility were: March 31, 2018 December 31, 2017 Principal outstanding $ 20,000 $ 5,000 Less: unamortized deferred loan issuance costs (440 ) (599 ) Total Credit Facility outstanding $ 19,560 $ 4,401 Additional borrowings under the Credit Facility for up to $20,000 in borrowings 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 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 March 31, 2018 . 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 (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 based on their proportionate ownership of the Senior Secured Notes as discussed in Note 15. The Senior Loan Facility provided funding up to a maximum borrowing amount of $30,000 . See restrictions on this borrowing below. As of March 31, 2018 and December 31, 2017 , borrowings of $29,000 and $29,995 , respectively, 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, with respect to 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. The Residual Loans matured January 2, 2018, and were repaid. The Senior Loan Facility is secured by substantially all of the collateral securing the obligations under the Credit Agreement and the Senior Secured 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 Senior Secured Notes. The security interest in such collateral held by the holders of the Second Lien Notes was released as part of the 2017 Restructuring. 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 is in compliance with the Senior Loan Facility covenants as of March 31, 2018 . |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTES PAYABLE Notes payable consist of the following: March 31, 2018 December 31, 2017 10% second lien notes due 2019: Carrying value, including paid-in-kind interest of $693 and $8,467 as of March 31, 2018 and December 31, 2017, respectively $ 6,969 $ 85,239 Less: debt discount (13 ) (189 ) Total second lien notes outstanding 6,956 85,050 10% senior secured notes due 2019: Principal outstanding 1,865 1,872 Less: unamortized deferred loan issuance costs (21 ) (25 ) Total senior secured notes outstanding 1,844 1,847 Total notes payable outstanding (long-term) $ 8,800 $ 86,897 Senior Secured Notes On July 2, 2014 , the Corporation entered into an indenture under which it issued $150,000 of senior secured notes due July 15, 2019 , in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act. On June 19, 2015, all outstanding senior secured notes were exchanged for an equal amount of new Senior Secured Notes, which are substantially identical in terms to the existing senior secured notes except that the Senior Secured Notes are registered under the Securities Act of 1933, as amended. The Senior Secured Notes mature on July 15, 2019 and 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. Second Lien Notes On June 24, 2016, as a part of the 2016 restructuring of its balance sheet, the Corporation entered into an exchange of $138,128 face value of its Senior Secured Notes for $76,523 of new Second Lien Notes due 2019 and 6,410,502 shares of the Corporation's common stock. The Second Lien Notes are substantially similar to the 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 April 14, 2019 upon the vote of the holders of a majority of the then-outstanding Second Lien Notes. • The liens securing the Second Lien Notes were junior to the liens securing the Senior Loan Facility and senior to the liens securing the Senior Secured Notes. • Interest on the Second Lien Notes is payable quarterly. The Corporation may elect to pay interest on the Second Lien Notes in kind with additional Second Lien Notes for the first twelve months of interest payment dates, provided that, if the Corporation makes this election, the interest on the Second Lien Notes for such in kind payments will accrue at a per annum rate 1% percent higher than the cash interest rate of 10% . The Corporation elected to pay interest during the quarter ended March 31, 2017 of $2,204 in kind. • 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. 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. The exchange was accounted for as an extinguishment during the three month period ended March 31, 2018. In addition, the exchange consideration of $78,044 was allocated to the various securities and classes based on their proportionate fair value including the following: (i) Series A Preferred Stock of $61,971 , (ii) Series B Preferred Stock of $10,791 , (iii) Series C Warrants of $4,810 and (iv) common stock of $472 . In addition, share issuance costs of $931 were recorded to additional paid in capital and share issuance costs of $3,590 were netted against the Series A Preferred Stock in mezzanine equity. See Note 11 for further information on the equity portion of this transaction. 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 Notes 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. For a complete discussion of the terms and security for the Senior Secured Notes and Second Lien Notes, see Note 8 of Notes to Consolidated Financial Statements included in the Corporation's 10-K. The indentures governing the Senior Secured Notes and Second Lien Notes contain covenants that 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 and Second Lien Notes. Most of these covenants in the indenture governing the Second Lien Notes were released in the first supplemental indenture dated January 26, 2018. The Corporation was in compliance with the indenture covenants as of March 31, 2018 . |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Corporation’s effective tax rate was (73.4)% and 16.5% for the three months ended March 31, 2018 and 2017 , respectively. The increase in the 2018 effective tax rate is primarily due to several factors including fluctuations in earnings among the various jurisdictions in which the Corporation operates, increases in valuation allowance and foreign tax rate differentials. The primary reason the 2018 effective tax rate differs from the 21% Federal statutory corporate rate is the fluctuations in earnings among the various jurisdictions in which the Corporation operates, increases in valuation allowances and foreign tax rate differentials. On December 22, 2017, the U.S. enacted legislation commonly known as the Tax Cuts and Jobs Act of 2017 ("U.S. Tax Reform") that lowered the statutory tax rate of U.S. earnings to 21%, taxes historic foreign earnings at a reduced rate of tax, establishes a territorial tax system and enacts new taxes associated with global operations. Additionally, as part of tax reform the U.S. has enacted a minimum tax of foreign earnings ("global intangible low tax income"). The Corporation has not made an accounting policy election on the deferred tax treatments and, consequently, it has not made an accrual for the deferred tax aspects of the provision. Foreign earnings are considered by the Corporation 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 the U.S. Tax Reform Act on its global structure and any associated impact it may have on that assertion on a go forward basis and, as a result, has not included a provisional estimate of the impact. The Corporation believes that without positive evidence, it is more likely than not that the benefit from certain net operating loss (“NOL”) carryforwards and foreign tax credits may not be realized. In recognition of this risk, the Corporation has maintained a full valuation allowance for the deferred tax assets relating to these NOL carryforwards and foreign tax credits of certain countries. |
MEZZANINE EQUITY AND STOCKHOLDE
MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY | MEZZANINE EQUITY AND 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. 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 Stock in the form of additional shares of Series A Preferred Stock. 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 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 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, the 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 at the liquidation value of $1,000 per share. The exchange consideration was allocated to the various share classes and securities based on their proportionate value resulting in a value of $61,971 for the Series A Preferred Stock less stock issuance costs of $3,590 . However, as the intrinsic value of the beneficial conversion feature within the Series A Preferred Stock exceeded the value allocated to the Series A Preferred Stock, a discount of $61,971 was recorded as a reduction to the value of the Series A Preferred Stock. This discount will be amortized using the effective interest method over the three year period from which it was issued until it is convertible. The Corporation recorded amortization of the discount of $34,404 in the three months ended March 31, 2018. The Corporation recorded $1,291 to increase the Series A Preferred Stock to its redemption value as of March 31, 2018. As of March 31, 2018, 31,669 shares of Series A Preferred Stock are issued and there were no changes to this amount during the three months ended March 31, 2018. On March 14, 2018, the Board of Directors declared a dividend in kind in the amount of 0.01378 shares of Series A Preferred Stock per one share of issued and outstanding Series A Preferred Stock to all holders of record as of March 15, 2018. An additional 456 shares of Series A Preferred Stock were issued on April 2, 2018 as a result of this dividend. 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 had no stated dividend and dividends were at the discretion of the Board of Directors. The Series B Preferred Stock was convertible into 21.7378 shares of common stock per one share of Series B Preferred Stock. The Series B Preferred Stock was 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 Series B Preferred Stock was recorded at $10,791 during the first month of 2018 based on an allocation of the exchange consideration to the various share classes and securities based on their proportionate value. In early March 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. The conversion was recorded in the quarter ended March 31, 2018, and the Series B Preferred Stock was removed at its carrying value. See below for the accounting for the Series D Warrants. As of March 31, 2018, there were no issued or outstanding shares of Series B Preferred Stock. The changes in the number of Series B Preferred Stock issued are as follows: Three months ended March 31, 2018 Series B Preferred Stock Beginning balance as of January 1 — Issuance of Series B Preferred Stock 855,195 Conversion of Series B Preferred Stock (855,195 ) Ending balance as of March 31 — Common Stock The Corporation is authorized to issue 200,000,000 and 55,000,000 shares of common stock as of March 31, 2018 and December 31, 2017, respectively, with a par value of $0.0001 per share. As part of the 2017 Restructuring described in Note 2, on March 5, 2018, the certificate of incorporation of the Corporation was amended to increase the authorized number of shares of common stock to 200,000,000 . The changes in the number of common stock outstanding and treasury stock held by the Corporation are as follows: Three months ended March 31, 2018 Shares issued Beginning balance as of January 1 9,462,358 Vesting of restricted stock 207,648 Exercise of stock options 311,477 Common stock issued in exchanged for senior secured notes and second lien notes 812,321 Common stock issued in exchange for Preferred Stock Series B shares 4,491,674 Ending balance as of March 31 15,285,478 Shares held as treasury shares Beginning balance as of January 1 38,024 Purchase of treasury stock 325,337 Ending balance as of March 31 363,361 Shares outstanding at March 31 14,922,117 Warrants Series A and Series B Warrants As of March 31, 2018 , a total of 154,376 Series A warrants and 154,376 Series B warrants with an expiration date of July 27, 2021 were outstanding. The Series A Warrants and Series B Warrants have exercise prices of $10.30 and $12.88 , respectively, and 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. As of March 31, 2018, the Corporation had met the condition of receipt of at least $25 million of Tax Credit certificates. Series C Warrants As an element of the 2017 Exchange Offer discussed in Note 2 and Note 9, 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. The Series C Warrants were recorded in additional paid in capital at $4,810 during the quarter ended March 31, 2018 based on an allocation of the exchange consideration to the various share classes and securities based on their proportionate value. 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. 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. The conversion was accounted for during the quarter ended March 31, 2018. The Series D Warrants were recorded at fair value of $22,981 in additional paid in capital. Fair value was based on the price for the Corporation's common stock as of the date of the conversion as the Series D Warrants have a nominal strike price, no expiration and no other relevant restrictions. |
SHARE-BASED COMPENSATION
SHARE-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2018 | |
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 Corporation filed a Schedule 14C with the Securities and Exchange Commission on February 9, 2018 and the 2018 Plan became effective on March 5, 2018. The 2018 Plan reserves for the issuance of 19,500,000 shares of common stock. On April 9, 2018, 10,356,693 restricted stock units were granted under the 2018 Plan (the "MIP Awards") to executives of the Corporation. The MIP Awards vest as follows: (a) one-fourth on July 29, 2019, (b) one-fourth on January 29, 2020, and (c) one-half on January 29, 2021. Notwithstanding the foregoing, all of an executive’s awards granted under the MIP will vest in full on the earliest to occur of (i) such executive’s attaining the age of 64 years , (ii) a Change of Control, as defined in the applicable executive’s employment agreement, (iii) December 31, 2020, if such executive’s employment agreement is not renewed, and (iv) the termination of such executive’s employment for any reason other than a termination for Cause, as defined in the applicable executive’s employment agreement, or a termination by such executive without Good Reason, as defined in the applicable executive’s employment agreement. Amended and Restated 2016 Long Term Incentive Plan Share-based compensation expense for stock option and restricted stock unit awards in the three months ended March 31, 2018 and 2017 was $1,053 and $629 , respectively, for the Amended and Restated 2016 Long Term Incentive Plan. As an element of the 2017 Restructuring Support Agreement discussed in Note 2, the Corporation accelerated the vesting of all existing awards under its Amended and Restated 2016 Long Term Incentive Plan effective as of the 2017 Closing Date. 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 three-month period ending March 31, 2018, resulting in an additional $784 in share-based compensation expense. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS The Corporation has certain assets and liabilities that are required to be measured and disclosed at fair value in accordance with GAAP. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. When an asset or liability is required to be measured at fair value, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs using a fair value hierarchy as follows: Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets. Level 2: Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. Measurement is based on prices or valuation models requiring inputs that are both significant to the fair value measurement and supported by little or no market activity. The carrying amount of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities, borrowings under the Senior Loan Facility, and borrowings under the Credit Facility are a reasonable estimate of their fair values due to their short duration. There were no Corporation financial instruments measured at fair value on a recurring basis at March 31, 2018 , December 31, 2017 or March 31, 2017 . The Corporation's financial instruments not recorded at fair value consist of the Senior Secured Notes and Second Lien Notes. At March 31, 2018 , the carrying value of the Senior Secured Notes and Second Lien Notes was $1,844 and $6,956 , respectively. At March 31, 2018 , the estimated fair value of the Senior Secured Notes and Second Lien Notes was $1,061 and $6,257 , respectively. The fair value is determined by a market approach using dealer quoted period-end bond prices. This instrument is classified as Level 2 as valuation inputs for fair value measurements are dealer quoted market prices at March 31, 2018 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. |
VARIABLE INTEREST ENTITIES
VARIABLE INTEREST ENTITIES | 3 Months Ended |
Mar. 31, 2018 | |
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's and Kuukpik’s percentage ownership interests in the Joint Venture are 49.0% and 51.0% , respectively. The sole source of revenue of the Joint Venture is contracts performed by the Corporation. Pre-award costs incurred on potential contracts by Kuukpik and the Corporation are absorbed by each party and not by the Joint Venture. The Joint Venture receives 10% of gross revenues of all North Slope of Alaska contracts performed by the Corporation, which is distributed to Kuukpik and the Corporation based on their relative ownership percentages. Risk of loss on a contract, including credit risk, is the Corporation's sole responsibility. Based on its power to influence the significant business activities of the Joint Venture and its responsibility to absorb contract losses, the Corporation was determined to be the primary beneficiary under GAAP and as such consolidates the Joint Venture. The results of the Joint Venture are combined with the Corporation and all intercompany transactions are eliminated upon consolidation. Amounts reflected for the Joint Venture in the unaudited condensed consolidated financial statements consist of the balances reported under net income attributable to noncontrolling interest for the three month periods ended March 31, 2018 and 2017 and noncontrolling interest on the March 31, 2018 and December 31, 2017 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 did 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 remained 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 at this time, the Corporation was determined to be the primary beneficiary under GAAP and as such it consolidated SAE Nigeria into its financial statements 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2018 | |
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, owns and controls Speculative Seismic Investments, LLC (“SSI”), which as of March 31, 2018, 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 restructuring consummated on July 27, 2016. SSI subsequently sold the $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 all of that commitment as of March 31, 2018. 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 | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES The Corporation is involved in various legal proceedings involving contractual and employment relationships, liability claims, and a variety of other matters. The outcome of these legal proceedings and other matters is not expected to have, either individually or in the aggregate, a material adverse effect on the Corporation’s financial position, results of operations, or cash flows. |
DESCRIPTION OF THE BUSINESS A24
DESCRIPTION OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Although the financial statements and related information included herein have been prepared without audit, and certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, the Corporation believes that the note disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the Corporation’s audited consolidated financial statements and the notes thereto included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2017 ("10-K"). In the opinion of management, the unaudited interim financial statements included herein reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the Corporation’s financial position, results of operations, and cash flows for the periods presented. The results of operations for interim periods are not necessarily indicative of the results expected for the full year or any future period. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Income Taxes In October 2016, the Financial Accounting Standards Board ("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 Corporation adopted this guidance effective January 1, 2018 using the modified retrospective method resulting in a cumulative effect adjustment recording to accumulated deficit of $294 . Prior periods have not been retrospectively adjusted. Revenue Recognition In May 2014, the 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 Corporation adopted the standard using the modified retrospective method on January 1, 2018 applied to those contracts not completed at that time. The modified retrospective method requires a company to recognize the cumulative effect of initially applying the new standard as an adjustment to accumulated deficit. Prior period amounts have not been adjusted and continue to be reflected in accordance with the Corporation's historical accounting. 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 from its contracts, recognizes certain costs of its contracts, accounts for certain modifications of its contracts and requires expanded disclosure. 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 performing its preliminary scoping and assessment of the impact of this standard. As a lessee, the Corporation anticipates this standard will impact the Corporation in situations where it leases real estate and some types of equipment, for which it will recognize a right-of-use asset and corresponding lease liability on the Corporation's balance sheet. As a lessor, the Corporation has not yet determined the impact of this standard on its business. The Corporation is also currently assessing its needs for new systems and processes related to the standard. The Corporation continues to evaluate the impact of this guidance and has not yet determined its impact on its f inancial position, results of operations, cash flows and disclosures. |
Revenue Recognition | Contract Balances and Costs to Fulfill Contracts. The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables, costs to fulfill a contract, and deferred revenue on the unaudited condensed consolidated balance sheets. The Corporation typically bills as work progresses. The Corporation incurs certain costs, which it capitalizes if they directly relate to the contract, generate or enhance resources that will be used in satisfying performance obligations in the future and are expected to be recovered. These costs typically include mobilization and setup for the various projects. The Corporation amortizes these costs consistent with how the related revenue is recognized unless the Corporation determines the costs are no longer recoverable, at which time they are expensed. 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 that 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 and also vary in length but typically are not long term. The Corporation accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, which it adopted on January 1, 2018, using the modified retrospective method. Performance Obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in ASC Topic 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Corporation's contracts typically have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct. The Corporation recognizes out-of-pocket amounts and amounts billed for subcontractors at the gross amount billed to the customer in revenue with the related expenses recorded in cost of services and includes these in the transaction price if they are not considered distinct services. If the Corporation would enter into a contract with multiple performance obligations, it would allocate the contract’s transaction price to each performance obligation using its best estimate of the standalone selling price of each distinct good or service in the contract. Typically this would happen if the Corporation enters into a contract that includes processing services in addition to data acquisition services. The Corporation's performance obligations are satisfied over time as work progresses. Contracts are either fixed price agreements that provide for a fixed fee per unit of measure ("Turnkey"), or variable price agreements that provide for affixed hourly, daily or monthly fee during the term of the project ("Term"). Under Turnkey agreements, the Corporation recognizes revenue based upon quantifiable measures of progress, such as square or linear kilometers surveyed, each unit of data recorded or any other method that depicts how the Corporation transfers control to the customer. Expenses are recognized as they are incurred, which could result in fluctuations in the Corporation's gross profit. If the Corporation determines that a contract will have a loss, the entire amount of the loss associated with the contract is immediately recognized. Under Term agreements, the revenue is variable, estimated and recognized over the term of the agreement based upon a quantifiable measure of progress. See Contract Estimates below for further information on our variable consideration. Contract Estimates. The nature of the Corporation's contracts gives rise to several types of variable consideration. One type of variable consideration is standby revenue wherein weather and customer related delays may generate additional revenue. The transaction price of its contracts also includes various services, which can vary depending on the circumstances occurring in the project. The Corporation includes these revenues in its estimated transaction price when there is basis to reasonably estimate the amount of the revenue and when the consideration is not highly dependent on factors outside of the Corporation's control. The Corporation estimates its variable consideration based on historical performance and its best judgment at the time. As a significant change in one or more of these estimates could affect the profitability of its contracts, the Corporation reviews and updates the estimates during each reporting period. The Corporation recognizes these adjustments in revenues under the cumulative catch-up method recognizing the impact of the adjustment on revenue to date in the period the adjustment is identified. Revenue in future periods of performance is recognized using the adjusted estimate. |
Earnings Per Share | EARNINGS PER SHARE 2018 Earnings Per Share. As a result of the 2017 Restructuring, the Corporation is now required to apply the two-class method to calculate basic and diluted earnings per share beginning with the quarter ended March 31, 2018. The Corporation's Series C Warrants, Series D Warrants and Series B Preferred Stock (prior to its conversion) are considered participating securities ("Participating Securities"). Under the two-class method, basic income per share is computed by dividing income available to common stockholders after allocation of income to Participating Securities by the weighted average number of common shares outstanding during each period. In loss periods, the Corporation does not allocated losses to the Participating Securities since they do not participate in losses. Diluted earnings per share is computed by dividing net income available to common stockholders after allocation of earnings to Participating Securities 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. 2017 Earnings Per Share. Basic income per share is computed by dividing net income attributable to the Corporation by the weighted average number of common shares outstanding during each period. Diluted income per share is computed by dividing net income available to common stockholders 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. Potential Dilutive Securities. 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, (iii) the exercising of stock options at average market prices greater than their exercise prices and (iv) the conversion of preferred stock. Under the treasury stock method, dilutive potential common shares are determined based on the assumed exercise of dilutive restricted stock, stock options and warrants less the number of treasury shares assumed to be purchased from the amount that must be paid to exercise stock options, the amount of compensation expense for future service that has not yet been recognized for restricted stock and stock options, and the amount of tax benefits that will be recorded in additional paid-in capital when the dilutive awards become deductible. |
Fair Value of Financial Instruments | The Corporation has certain assets and liabilities that are required to be measured and disclosed at fair value in accordance with GAAP. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. When an asset or liability is required to be measured at fair value, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs using a fair value hierarchy as follows: Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets. Level 2: Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. Measurement is based on prices or valuation models requiring inputs that are both significant to the fair value measurement and supported by little or no market activity. The carrying amount of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities, borrowings under the Senior Loan Facility, and borrowings under the Credit Facility are a reasonable estimate of their fair values due to their short duration. |
DESCRIPTION OF THE BUSINESS A25
DESCRIPTION OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Impact of Adoption of New Revenue Standard Requirements | In accordance with the new revenue standard requirements, the disclosure of the impact of adoption on the Corporation's unaudited condensed consolidated statement of operations and balance sheet was as follows: Three months ended March 31, 2018 As Reported Balances Without Adoption of ASC 606 Effect of Change Higher/(Lower) Income Statement Revenue from services $ 37,123 $ 36,746 $ 377 Cost of sales excluding depreciation and amortization expense $ 26,005 $ 25,372 $ 633 Provision for income taxes $ 624 $ 589 $ 35 Net loss $ (2,309 ) $ (2,018 ) $ (291 ) For the period ended March 31, 2018 As Reported Balances Without Adoption of ASC 606 Effect of Change Higher/(Lower) Balance Sheet Assets Accounts receivable $ 19,558 $ 19,181 $ 377 Deferred costs on contracts $ 2,275 $ 2,908 $ (633 ) Liabilities Income and other taxes payable $ 7,706 $ 7,671 $ 35 Equity Accumulated deficit $ (135,321 ) $ (135,030 ) $ (291 ) |
DETAIL OF SELECTED BALANCE SH26
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 condensed consolidated balance sheet to the amounts shown in the unaudited condensed consolidated statements of cash flows. March 31, 2018 December 31, 2017 Cash and cash equivalents $ 13,395 $ 3,613 Restricted cash 17 41 Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows $ 13,412 $ 3,654 |
Schedule of cash, cash equivalents and restricted cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported in the condensed consolidated balance sheet to the amounts shown in the unaudited condensed consolidated statements of cash flows. March 31, 2018 December 31, 2017 Cash and cash equivalents $ 13,395 $ 3,613 Restricted cash 17 41 Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows $ 13,412 $ 3,654 |
Schedule of accounts receivable | Accounts receivable is comprised of the following: March 31, 2018 December 31, 2017 Current: Trade receivables $ 17,437 $ 4,013 Other receivables 2,133 2,104 Less: allowance for doubtful accounts (12 ) (12 ) Accounts receivable, net $ 19,558 $ 6,105 Noncurrent: Accounts receivable $ 78,102 $ 78,102 Less: allowance for doubtful accounts — — Accounts receivable, net $ 78,102 $ 78,102 |
Schedule of property and equipment | Property and equipment is comprised of the following: March 31, 2018 December 31, 2017 Property and equipment $ 105,684 $ 105,595 Less: accumulated depreciation and amortization (75,046 ) (72,649 ) Property and equipment, net $ 30,638 $ 32,946 |
Schedule of intangible assets | Intangible assets are comprised of the following: March 31, 2018 December 31, 2017 Intangible assets $ 1,387 $ 1,403 Less: accumulated amortization (758 ) (732 ) Intangible assets, net $ 629 $ 671 |
Schedule of accrued liabilities | Accrued liabilities are comprised of the following: March 31, 2018 December 31, 2017 Accrued payroll liabilities $ 3,965 $ 2,781 Accrued interest 205 1,877 Accrued dividend 456 — Other accrued liabilities 4,152 1,653 Total accrued liabilities $ 8,778 $ 6,311 |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue by Major Source | The following table disaggregates our revenue by major source for the three months ended March 31, 2018: North America South America Total Type of Contract Turnkey $ 23,098 $ 9,444 $ 32,542 Term 4,581 — 4,581 Total $ 27,679 $ 9,444 $ 37,123 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income (Loss) Per Share | The computation of basic and diluted net income per share is as follows: Three Months Ended March 31, 2018 Basic: Net loss available to common stockholders $ (38,460 ) Less: Allocation of earnings to participating securities — Net loss available to common stockholders after allocation of earnings to participating securities $ (38,460 ) Basic weighted average shares outstanding 10,154,195 Net loss per share $ (3.79 ) Diluted: Net loss available to common stockholders $ (38,460 ) Less: Allocation of earnings to participating securities — Net loss available to common stockholders after allocation of earnings to participating securities $ (38,460 ) Basic weighted average shares outstanding 10,154,195 Add: effect of dilutive securities — Diluted weighted average shares outstanding 10,154,195 Diluted net loss per share $ (3.79 ) Three Months Ended March 31, 2017 Basic: Net income available to common stockholders $ 6,845 Weighted average common shares outstanding 9,358,529 Net income per share $ 0.73 Diluted: Net income available to common stockholders $ 6,845 Basic weighted average shares outstanding 9,358,529 Add: Effect of dilutive securities 32,493 Diluted weighted average shares outstanding 9,391,022 Diluted net income per share $ 0.73 |
CREDIT FACILITY (Tables)
CREDIT FACILITY (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Borrowings Outstanding Under Credit Facility | The borrowings outstanding under the Credit Facility were: March 31, 2018 December 31, 2017 Principal outstanding $ 20,000 $ 5,000 Less: unamortized deferred loan issuance costs (440 ) (599 ) Total Credit Facility outstanding $ 19,560 $ 4,401 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | March 31, 2018 December 31, 2017 10% second lien notes due 2019: Carrying value, including paid-in-kind interest of $693 and $8,467 as of March 31, 2018 and December 31, 2017, respectively $ 6,969 $ 85,239 Less: debt discount (13 ) (189 ) Total second lien notes outstanding 6,956 85,050 10% senior secured notes due 2019: Principal outstanding 1,865 1,872 Less: unamortized deferred loan issuance costs (21 ) (25 ) Total senior secured notes outstanding 1,844 1,847 Total notes payable outstanding (long-term) $ 8,800 $ 86,897 |
MEZZANINE EQUITY AND STOCKHOL31
MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Schedule of Changes in Number of Series B Preferred Stock | The changes in the number of Series B Preferred Stock issued are as follows: Three months ended March 31, 2018 Series B Preferred Stock Beginning balance as of January 1 — Issuance of Series B Preferred Stock 855,195 Conversion of Series B Preferred Stock (855,195 ) Ending balance as of March 31 — |
Schedule of Stock by Class [Table Text Block] | The changes in the number of common stock outstanding and treasury stock held by the Corporation are as follows: Three months ended March 31, 2018 Shares issued Beginning balance as of January 1 9,462,358 Vesting of restricted stock 207,648 Exercise of stock options 311,477 Common stock issued in exchanged for senior secured notes and second lien notes 812,321 Common stock issued in exchange for Preferred Stock Series B shares 4,491,674 Ending balance as of March 31 15,285,478 Shares held as treasury shares Beginning balance as of January 1 38,024 Purchase of treasury stock 325,337 Ending balance as of March 31 363,361 Shares outstanding at March 31 14,922,117 |
DESCRIPTION OF THE BUSINESS A32
DESCRIPTION OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) $ in Thousands | Mar. 31, 2018channel | Jan. 01, 2018USD ($) | Dec. 31, 2017USD ($) |
Gas and Oil Acreage [Line Items] | |||
Cumulative effect of new accounting pronouncement | $ 294 | ||
Accumulated Deficit | |||
Gas and Oil Acreage [Line Items] | |||
Cumulative effect of new accounting pronouncement | $ 294 | ||
Accumulated Deficit | Tax Accounting for Intra-entity Asset Transfers Other Than Inventory | |||
Gas and Oil Acreage [Line Items] | |||
Cumulative effect of new accounting pronouncement | $ 294 | ||
Foreign Countries | |||
Gas and Oil Acreage [Line Items] | |||
Number of land and marine channels | channel | 27,500 |
DESCRIPTION OF THE BUSINESS A33
DESCRIPTION OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Impact of New Revenue Standard Requirements (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Income Statement | |||
Revenue from services | $ 37,123 | ||
Cost of sales excluding depreciation and amortization expense | 26,005 | $ 57,774 | |
Provision for income taxes | 624 | 1,740 | |
Net loss | (2,309) | $ 6,845 | |
Balance Sheet | |||
Accounts receivable | 19,558 | ||
Deferred costs on contracts | 2,275 | ||
Income and other taxes payable | 7,706 | $ 7,887 | |
Accumulated deficit | (135,321) | $ (133,306) | |
Accounting Standards Update 2014-09 | Balances Without Adoption of ASC 606 | |||
Income Statement | |||
Revenue from services | 36,746 | ||
Cost of sales excluding depreciation and amortization expense | 25,372 | ||
Provision for income taxes | 589 | ||
Net loss | (2,018) | ||
Balance Sheet | |||
Accounts receivable | 19,181 | ||
Deferred costs on contracts | 2,908 | ||
Income and other taxes payable | 7,671 | ||
Accumulated deficit | (135,030) | ||
Accounting Standards Update 2014-09 | Effect of Change Higher/(Lower) | |||
Income Statement | |||
Revenue from services | 377 | ||
Cost of sales excluding depreciation and amortization expense | 633 | ||
Provision for income taxes | 35 | ||
Net loss | (291) | ||
Balance Sheet | |||
Accounts receivable | 377 | ||
Deferred costs on contracts | (633) | ||
Income and other taxes payable | 35 | ||
Accumulated deficit | $ (291) |
RESTRUCTURING (Details)
RESTRUCTURING (Details) | Mar. 05, 2018holderdirector | Jan. 29, 2018USD ($)director$ / sharesshares | Dec. 22, 2017$ / sharesshares | Jun. 24, 2016USD ($)shares | Mar. 31, 2018USD ($)shares | May 15, 2018holder | Mar. 08, 2018shares | Mar. 06, 2018shares | Dec. 19, 2017 | Jul. 27, 2016 | Jul. 02, 2014USD ($) |
Series B Preferred Stock | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Issuance of preferred stock (in shares) | 855,195 | ||||||||||
Secured Debt | Second Lien Notes | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Debt stated interest rate percentage | 10.00% | 10.00% | |||||||||
Debt, face amount | $ | $ 76,523,000 | ||||||||||
Secured Debt | Second Lien Notes | Common Stock at Par Value | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Issuance of preferred stock (in shares) | 6,410,502 | ||||||||||
Secured Debt | Senior Secured Notes | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Debt stated interest rate percentage | 10.00% | ||||||||||
Debt, face amount | $ | $ 138,128,000 | $ 150,000,000 | |||||||||
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 | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Debt, face amount | $ | $ 78,037,000 | $ 78,044,000 | |||||||||
Debt, percentage of face amount exchanged | 91.80% | 91.80% | |||||||||
2017 Exchange Offer | Secured Debt | Second Lien Notes and Senior Secured Notes | Common Stock at Par Value | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Issuance of preferred stock (in shares) | 812,321 | 472,000 | |||||||||
Number of preferred stock convertible shares to be issued in conversion (in shares) | 21.7378 | 4,491,674 | |||||||||
2017 Exchange Offer | Secured Debt | Second Lien Notes and Senior Secured Notes | Series A Preferred Stock | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Issuance of preferred stock (in shares) | 31,669 | 61,971,000 | |||||||||
2017 Exchange Offer | Secured Debt | Second Lien Notes and Senior Secured Notes | Series B Preferred Stock | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Issuance of preferred stock (in shares) | 855,195 | 10,791,000 | |||||||||
2017 Exchange Offer | Secured Debt | Second Lien Notes and Senior Secured Notes | Series C Warrants | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Issuance of preferred stock (in shares) | 8,286,061 | 8,286,061 | 4,810,000 | ||||||||
2017 Exchange Offer | 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 | Secured Debt | Senior Secured Notes | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Debt, face amount | $ | $ 7,000 | ||||||||||
Debt, percentage of face amount exchanged | 1.00% | ||||||||||
2017 Exchange Offer | 2017 Participant Holders | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Right to choose one director based on percentage of shares outstanding (minimum) (as percentage) | 9.00% | ||||||||||
Number of holders entitled to nominate a director | holder | 3 | ||||||||||
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 | |||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||
Number of holders that nominated a director | holder | 2 | ||||||||||
2017 Exchange Offer | 2017 Participant Holders | 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 | 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 | Secured Debt | Second Lien Notes and Senior Secured Notes | Common Stock at Par Value | |||||||||||
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 dollars 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 dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 |
CREDIT CONCENTRATION (Details)
CREDIT CONCENTRATION (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2016 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Accounts receivable, net, noncurrent | $ 78,102,000 | $ 78,102,000 | |||
Tax Credits | State and Local Jurisdiction | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Tax credits assigned as collateral for accounts receivable, cut-off percentage of production tax rate allowed | 4.00% | ||||
Tax credits assigned as collateral for accounts receivable, floor percentage of production tax rate allowed | 4.00% | ||||
State of Alaska liability for tax credits | 1,000,000,000 | ||||
Customer A | State of Alaska Tax Credits | State and Local Jurisdiction | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Tax credits assigned as collateral for accounts receivable, amount subject to monetization | 8,300,000 | $ 56,200,000 | $ 56,200,000 | ||
Customer A | State of Alaska Tax Credits | State and Local Jurisdiction | Scenario, Forecast | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Tax credits assigned as collateral for accounts receivable | $ 21,300,000 | ||||
Customer A | Tax Credits | State and Local Jurisdiction | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Tax credits assigned as collateral recorded as reduction of accounts receivable | 0 | $ 3,500,000 | $ 10,900,000 | ||
Customer Concentration Risk | Customer A | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Accounts receivable, net, noncurrent | 78,100,000 | ||||
Customer Concentration Risk | Customer A | State of Alaska Tax Credits | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Tax credits assigned as collateral for accounts receivable | $ 89,000,000 | ||||
Customer Concentration Risk | Accounts Receivable | Customer A | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Concentration risk, percentage | 80.00% |
DETAIL OF SELECTED BALANCE SH36
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 13,395 | $ 3,613 | ||
Restricted cash | 17 | 41 | ||
Total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows | $ 13,412 | $ 3,654 | $ 15,743 | $ 11,996 |
DETAIL OF SELECTED BALANCE SH37
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Accounts Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current: | ||
Trade receivables | $ 17,437 | $ 4,013 |
Other receivables | 2,133 | 2,104 |
Less: allowance for doubtful accounts | (12) | (12) |
Accounts receivable, net | 19,558 | 6,105 |
Noncurrent: | ||
Accounts receivable | 78,102 | 78,102 |
Less: allowance for doubtful accounts | 0 | 0 |
Accounts receivable, net | $ 78,102 | $ 78,102 |
DETAIL OF SELECTED BALANCE SH38
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Property and equipment | $ 105,684 | $ 105,595 |
Less: accumulated depreciation and amortization | (75,046) | (72,649) |
Property and equipment, net | $ 30,638 | $ 32,946 |
DETAIL OF SELECTED BALANCE SH39
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Intangible assets | $ 1,387 | $ 1,403 |
Less: accumulated amortization | (758) | (732) |
Intangible assets, net | $ 629 | $ 671 |
DETAIL OF SELECTED BALANCE SH40
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued payroll liabilities | $ 3,965 | $ 2,781 |
Accrued interest | 205 | 1,877 |
Accrued dividend | 456 | 0 |
Other accrued liabilities | 4,152 | 1,653 |
Total accrued liabilities | $ 8,778 | $ 6,311 |
REVENUE - Remaining Performance
REVENUE - Remaining Performance Obligations (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation percentage | 95.00% |
Revenue, remaining performance obligation, expected period of satisfaction | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: (nil) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, remaining performance obligation | $ 35,318 |
Revenue, remaining performance obligation percentage | 5.00% |
Revenue, remaining performance obligation, expected period of satisfaction | 12 months |
REVENUE - Disaggregated Revenue
REVENUE - Disaggregated Revenues (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Disaggregation of Revenue [Line Items] | |
Revenue from services | $ 37,123 |
Turnkey | |
Disaggregation of Revenue [Line Items] | |
Revenue from services | 32,542 |
Term | |
Disaggregation of Revenue [Line Items] | |
Revenue from services | 4,581 |
North America | |
Disaggregation of Revenue [Line Items] | |
Revenue from services | 27,679 |
North America | Turnkey | |
Disaggregation of Revenue [Line Items] | |
Revenue from services | 23,098 |
North America | Term | |
Disaggregation of Revenue [Line Items] | |
Revenue from services | 4,581 |
South America | |
Disaggregation of Revenue [Line Items] | |
Revenue from services | 9,444 |
South America | Turnkey | |
Disaggregation of Revenue [Line Items] | |
Revenue from services | 9,444 |
South America | Term | |
Disaggregation of Revenue [Line Items] | |
Revenue from services | $ 0 |
REVENUE - Additional Informatio
REVENUE - Additional Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Assets recognized for costs to fulfill contracts | $ 2,275 |
Amortization of asset contract costs | 4,058 |
Deferred revenue | 257 |
Seismic Services | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Deferred revenue, revenue recognized | 1,477 |
Deferred revenue, additions | $ 257 |
EARNINGS PER SHARE - Computatio
EARNINGS PER SHARE - Computation of Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Basic: | ||
Net (loss) income available to common stockholders | $ (38,460) | $ 6,845 |
Less: Allocation of earnings to participating securities | $ 0 | |
Weighted average common shares outstanding (in shares) | 10,154,195 | 9,358,529 |
Loss per share (usd per share) | $ (3.79) | $ 0.73 |
Less: Allocation of earnings to participating securities | $ 0 | |
Net loss available to common stockholders after allocation of earnings to participating securities | $ (38,460) | $ 6,845 |
Diluted: | ||
Effect of dilutive securities (in shares) | 0 | 32,493 |
Diluted weighted average shares outstanding (in shares) | 10,154,195 | 9,391,022 |
Diluted (loss) income per share | $ (3.79) | $ 0.73 |
EARNINGS PER SHARE - Additional
EARNINGS PER SHARE - Additional Information (Details) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the calculation of diluted net income (loss) per share (in shares) | 22,693,183 | 308,752 |
Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the calculation of diluted net income (loss) per share (in shares) | 311,477 | |
Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the calculation of diluted net income (loss) per share (in shares) | 207,650 | |
Preferred Stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from the calculation of diluted net income (loss) per share (in shares) | 103,604,035 |
CREDIT FACILITY - Additional In
CREDIT FACILITY - Additional Information (Details) - Revolving Credit Facility | Sep. 23, 2018 | Mar. 23, 2018 | Sep. 22, 2017USD ($)assigneeholder | Dec. 31, 2017USD ($) | Dec. 22, 2017USD ($)lender |
First Amended and Restated Credit and Security Agreement | |||||
Line of Credit Facility [Line Items] | |||||
Number of debt assignees | assignee | 1 | ||||
Number of debt holders | holder | 2 | ||||
Maximum borrowing capacity | $ 16,000,000 | ||||
Line of credit facility, minimum increments | 1,000,000 | ||||
Threshold amount of proceeds received from Tax Credits for mandatory prepayment of line of credit | $ 15,000,000 | ||||
Deferred loan issuance costs | $ 782,000 | ||||
Facilities fees | 400,000 | ||||
Legal and investment banking costs | $ 382,000 | ||||
Ending interest rate | 10.75% | 10.25% | |||
First Amended and Restated Credit and Security Agreement | Scenario, Forecast | |||||
Line of Credit Facility [Line Items] | |||||
Ending interest rate | 11.75% | ||||
First Amended and Restated Credit and Security Agreement | Chief Executive Officer | |||||
Line of Credit Facility [Line Items] | |||||
Number of debt holders | holder | 1 | ||||
First Amendment | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 20,000,000 | ||||
Number of additional lenders | lender | 1 | ||||
Maximum borrowing capacity subject to lender's discretion | $ 20,000,000 |
CREDIT FACILITY - Borrowings Ou
CREDIT FACILITY - Borrowings Outstanding (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Line of Credit Facility [Line Items] | ||
Total Credit Facility outstanding | $ 8,800 | $ 86,897 |
First Amended and Restated Credit and Security Agreement | Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Principal outstanding | 20,000 | 5,000 |
Less: unamortized deferred loan issuance costs | (440) | (599) |
Total Credit Facility outstanding | $ 19,560 | $ 4,401 |
SENIOR LOAN FACILITY (Details)
SENIOR LOAN FACILITY (Details) | Aug. 08, 2018 | Mar. 31, 2018USD ($) | Feb. 08, 2018 | Dec. 31, 2017USD ($) | Sep. 08, 2017USD ($) | Jul. 29, 2016 | Jun. 29, 2016USD ($)holder |
Line of Credit Facility [Line Items] | |||||||
Borrowings under senior loan facility | $ 0 | $ 995,000 | |||||
Senior Loan Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Borrowings under credit facility | 29,000,000 | 29,000,000 | |||||
Senior Loan Facility | Senior Loan Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Number of additional holders | holder | 1 | ||||||
Maximum borrowing capacity | $ 30,000,000 | ||||||
Borrowings under senior loan facility | $ 29,000,000 | $ 29,995,000 | |||||
Current borrowing capacity | $ 29,000,000 | ||||||
Debt stated interest rate percentage | 11.50% | 10.50% | 10.00% | 10.00% | |||
Senior Loan Facility | Senior Loan Facility | Scenario, Forecast | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt stated interest rate percentage | 12.50% | ||||||
Senior Loan Facility | Residual Loan | |||||||
Line of Credit Facility [Line Items] | |||||||
Borrowings under credit facility | $ 995,000 |
NOTES PAYABLE - Schedule of Not
NOTES PAYABLE - Schedule of Notes Payable (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Long-term Debt | $ 8,800 | $ 86,897 |
10% second lien notes due 2019 | ||
Debt Instrument [Line Items] | ||
Principal outstanding | 6,969 | 85,239 |
Less: debt discount | (13) | (189) |
10% senior secured notes due 2019 | ||
Debt Instrument [Line Items] | ||
Principal outstanding | 1,865 | 1,872 |
Less: unamortized deferred loan issuance costs | (21) | (25) |
Secured Debt | 10% second lien notes due 2019 | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 6,956 | 85,050 |
Paid-in-kind interest | 693 | 8,467 |
Secured Debt | 10% senior secured notes due 2019 | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $ 1,844 | $ 1,847 |
NOTES PAYABLE - Additional Info
NOTES PAYABLE - Additional Information (Details) - USD ($) | Jan. 29, 2018 | Dec. 22, 2017 | Jun. 24, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Jul. 27, 2016 | Jul. 02, 2014 |
Debt Instrument [Line Items] | |||||||
Payment in kind interest | $ 0 | $ 2,204,000 | |||||
Share issuance costs recorded to additional paid in capital | $ 1,026,000 | ||||||
Series B Preferred Stock | |||||||
Debt Instrument [Line Items] | |||||||
Issuance of preferred stock (in shares) | 855,195 | ||||||
Secured Debt | Senior Secured Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt, face amount | $ 138,128,000 | $ 150,000,000 | |||||
Debt stated interest rate percentage | 10.00% | ||||||
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% | ||||||
Secured Debt | Second Lien Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt, face amount | $ 76,523,000 | ||||||
Debt stated interest rate percentage | 10.00% | 10.00% | |||||
Debt instrument, interest rate, premium over stated percentage | 1.00% | ||||||
Payment in kind interest | $ 2,204,000 | ||||||
Special redemption right at par | $ 35,000,000 | ||||||
Secured Debt | Second Lien Notes | Common Stock at Par Value | |||||||
Debt Instrument [Line Items] | |||||||
Issuance of preferred stock (in shares) | 6,410,502 | ||||||
Secured Debt | Second Lien Notes | 2017 Exchange Offer | |||||||
Debt Instrument [Line Items] | |||||||
Debt, face amount | $ 78,037,000 | $ 78,044,000 | |||||
Debt, percentage of face amount exchanged | 91.80% | 91.80% | |||||
Secured Debt | Second Lien Notes and Senior Secured Notes | 2017 Exchange Offer | |||||||
Debt Instrument [Line Items] | |||||||
Share issuance costs recorded to additional paid in capital | $ 931,000 | ||||||
Secured Debt | Second Lien Notes and Senior Secured Notes | 2017 Exchange Offer | Common Stock at Par Value | |||||||
Debt Instrument [Line Items] | |||||||
Issuance of preferred stock (in shares) | 812,321 | 472,000 | |||||
Secured Debt | Second Lien Notes and Senior Secured Notes | 2017 Exchange Offer | Series A Preferred Stock | |||||||
Debt Instrument [Line Items] | |||||||
Issuance of preferred stock (in shares) | 31,669 | 61,971,000 | |||||
Share issuance costs recorded netted against mezzanine equity | $ 3,590,000 | ||||||
Secured Debt | Second Lien Notes and Senior Secured Notes | 2017 Exchange Offer | Series B Preferred Stock | |||||||
Debt Instrument [Line Items] | |||||||
Issuance of preferred stock (in shares) | 855,195 | 10,791,000 | |||||
Secured Debt | Second Lien Notes and Senior Secured Notes | 2017 Exchange Offer | Series C Warrants | |||||||
Debt Instrument [Line Items] | |||||||
Issuance of preferred stock (in shares) | 8,286,061 | 8,286,061 | 4,810,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | (73.40%) | 16.50% |
MEZZANINE EQUITY AND STOCKHOL52
MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY - Additional Information (Details) - USD ($) | Apr. 02, 2018 | Mar. 14, 2018 | Jan. 29, 2018 | Dec. 22, 2017 | Mar. 31, 2018 | Mar. 08, 2018 | Mar. 06, 2018 | Mar. 05, 2018 | Dec. 31, 2017 |
Class of Stock [Line Items] | |||||||||
Preferred stock, authorized shares (in shares) | 1,000,000 | ||||||||
Preferred stock, par value (usd per share) | $ 0.0001 | ||||||||
Common stock, authorized shares (in shares) | 200,000,000 | 200,000,000 | 55,000,000 | ||||||
Common stock, par value (usd per share) | $ 0.0001 | $ 0.0001 | |||||||
Exercise period of warrants | 30 days | ||||||||
Series C warrants issued in exchange for debt converted | $ 4,810,000 | ||||||||
Senior Loan Facility | State of Alaska Tax Credits | |||||||||
Class of Stock [Line Items] | |||||||||
Line of credit facility, future borrowing capacity based on assignment of tax credits | 25,000,000 | ||||||||
Line of credit facility, threshold of tax certificates received | 25,000,000 | ||||||||
Series A Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Amortization of discount on preferred stock | 34,404,000 | ||||||||
Increase in redemption value of shares | $ 1,291,000 | ||||||||
Preferred stock issued (in shares) | 31,669 | ||||||||
Preferred dividends paid-in-kind (in dollars per share) | $ 0.01378 | ||||||||
Series A Preferred Stock | Subsequent Event | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issued as stock dividends (in shares) | 456 | ||||||||
Series B Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares issued (in shares) | 0 | ||||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | |||||||
Issuance of preferred stock (in shares) | 855,195 | ||||||||
Series A and B Preferred Stocks | |||||||||
Class of Stock [Line Items] | |||||||||
Number of warrants issued (in shares) | 154,376 | ||||||||
Series A and B Preferred Stocks | Minimum | |||||||||
Class of Stock [Line Items] | |||||||||
Exercise price of warrants (in dollars per share) | $ 10.30 | ||||||||
Series A and B Preferred Stocks | Maximum | |||||||||
Class of Stock [Line Items] | |||||||||
Exercise price of warrants (in dollars per share) | $ 12.88 | ||||||||
2017 Exchange Offer | Series A Preferred Stock | Second Lien Notes and Senior Secured Notes | Secured Debt | |||||||||
Class of Stock [Line Items] | |||||||||
Value of shares issued | $ 61,971,000 | ||||||||
Discount recorded as reduction of value of shares issued | $ 61,971,000 | ||||||||
Amortization period of discount recorded as reduction of value of shares issued | 3 years | ||||||||
Amortization of discount on preferred stock | $ 34,404,000 | ||||||||
Share issuance costs recorded netted against mezzanine equity | $ 3,590,000 | ||||||||
Issuance of preferred stock (in shares) | 31,669 | 61,971,000 | |||||||
2017 Exchange Offer | Series A Preferred Stock | 2017 Participant Holders | |||||||||
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 | ||||||||
Conversion of stock, maximum percentage of ownership after transaction | 9.99% | ||||||||
Convertible preferred stock, additional pro-rata basis per share | $ 2,000 | ||||||||
Preferred stock, liquidation value (in dollars per share) | $ 1,000 | ||||||||
2017 Exchange Offer | Series A Preferred Stock | 2017 Participant Holders | Second Lien Notes and Senior Secured Notes | Secured Debt | |||||||||
Class of Stock [Line Items] | |||||||||
Dividend percentage on convertible preferred stock | 8.00% | ||||||||
2017 Exchange Offer | Series B Preferred Stock | Second Lien Notes and Senior Secured Notes | Secured Debt | |||||||||
Class of Stock [Line Items] | |||||||||
Issuance of preferred stock (in shares) | 855,195 | 10,791,000 | |||||||
2017 Exchange Offer | Series B Preferred Stock | 2017 Participant Holders | Second Lien Notes and Senior Secured Notes | Secured Debt | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares issued (in shares) | 855,195 | ||||||||
2017 Exchange Offer | Common Stock at Par Value | Second Lien Notes and Senior Secured Notes | Secured Debt | |||||||||
Class of Stock [Line Items] | |||||||||
Number of preferred stock convertible shares to be issued in conversion (in shares) | 21.7378 | 4,491,674 | |||||||
Issuance of preferred stock (in shares) | 812,321 | 472,000 | |||||||
2017 Exchange Offer | Series D Warrants | Second Lien Notes and Senior Secured Notes | Secured Debt | |||||||||
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 | ||||||
Series C warrants issued in exchange for debt converted | $ 22,981,000 | ||||||||
2017 Exchange Offer | Series D Warrants | 2017 Participant Holders | Second Lien Notes and Senior Secured Notes | Secured Debt | |||||||||
Class of Stock [Line Items] | |||||||||
Exercise price of warrants (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
2017 Exchange Offer | Series A and B Preferred Stocks | 2017 Participant Holders | Second Lien Notes and Senior Secured Notes | Secured Debt | |||||||||
Class of Stock [Line Items] | |||||||||
Conversion of stock, maximum percentage of ownership after transaction | 10.00% | ||||||||
2017 Exchange Offer | Series C Warrants | Second Lien Notes and Senior Secured Notes | Secured Debt | |||||||||
Class of Stock [Line Items] | |||||||||
Issuance of preferred stock (in shares) | 8,286,061 | 8,286,061 | 4,810,000 | ||||||
Series C warrants issued in exchange for debt converted | $ 4,810,000 | ||||||||
2017 Exchange Offer | Series C Warrants | 2017 Participant Holders | Second Lien Notes and Senior Secured Notes | Secured Debt | |||||||||
Class of Stock [Line Items] | |||||||||
Exercise price of warrants (in dollars per share) | $ 0.0001 |
MEZZANINE EQUITY AND STOCKHOL53
MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY - Changes in Number of Series B Preferred Stock (Details) - Series B Preferred Stock | 3 Months Ended |
Mar. 31, 2018shares | |
Series B Preferred Stock | |
Beginning balance as of January 1 (in shares) | 0 |
Issuance of Series B Preferred stock (in shares) | 855,195 |
Conversion of Series B Preferred Stock (in shares) | (855,195) |
Ending balance as of March 31 (in shares) | 0 |
MEZZANINE EQUITY AND STOCKHOL54
MEZZANINE EQUITY AND STOCKHOLDERS' EQUITY - Changes in Number of Common Shares Outstanding and Treasury Shares (Details) - shares | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Common Shares | ||
Beginning balance as of January 1 (in shares) | 9,462,358 | |
Vesting of restricted stock (in shares) | 207,648 | |
Exercise of stock options (in shares) | 311,477 | |
Common stock issued in exchanged for senior secured notes and second lien notes (in shares) | 812,321 | |
Common stock issued in exchange for Preferred Stock Series B shares (in shares) | 4,491,674 | |
Ending balance as of March 31 (in shares) | 15,285,478 | |
Treasury Shares | ||
Beginning balance as of January 1 (in shares) | 38,024 | |
Purchase of treasury stock (in shares) | 325,337 | |
Ending balance as of March 31 (in shares) | 363,361 | |
Shares outstanding at March 31 (in shares) | 14,922,117 | 9,424,334 |
SHARE-BASED COMPENSATION (Detai
SHARE-BASED COMPENSATION (Details) - USD ($) $ in Thousands | Jun. 29, 2015 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 05, 2018 |
2018 Long-Term Incentive Plan 2018 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Number of shares reserved for issuance (in shares) | 19,500,000 | |||
2018 Long-Term Incentive Plan 2018 | MIP Awards | Executives | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Shares of stock units granted during period (in shares) | 10,356,693 | |||
Awards vesting requisite service age | 64 years | |||
2018 Long-Term Incentive Plan 2018 | MIP Awards | Executives | July 29, 2019 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Awards vesting percentage | 25.00% | |||
2018 Long-Term Incentive Plan 2018 | MIP Awards | Executives | January 29, 2020 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Awards vesting percentage | 25.00% | |||
2018 Long-Term Incentive Plan 2018 | MIP Awards | Executives | January 29, 2021 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Awards vesting percentage | 50.00% | |||
2018 Long-Term Incentive Plan 2018 | Stock Option and Restricted Stock Unit Awards | 2017 Exchange Offer | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | $ 784 | |||
Amended and Restated Plan 2016 | Stock Option and Restricted Stock Unit Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | $ 1,053 | $ 629 |
FAIR VALUE OF FINANCIAL INSTR56
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Fair Value of Financial Instruments [Line Items] | ||
Senior notes, carrying value | $ 8,800 | $ 86,897 |
Senior secured notes | Senior Secured Notes | ||
Fair Value of Financial Instruments [Line Items] | ||
Senior notes, carrying value | 1,844 | 1,847 |
Senior secured notes | Senior Secured Notes | Level 2 | Market Approach | ||
Fair Value of Financial Instruments [Line Items] | ||
Senior notes, fair value | 1,061 | |
Senior secured notes | Second Lien Notes | ||
Fair Value of Financial Instruments [Line Items] | ||
Senior notes, carrying value | 6,956 | $ 85,050 |
Senior secured notes | Second Lien Notes | Level 2 | Market Approach | ||
Fair Value of Financial Instruments [Line Items] | ||
Senior notes, fair value | $ 6,257 |
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% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | 1 Months Ended | ||||||||||
Nov. 30, 2016USD ($) | Mar. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Sep. 30, 2017USD ($) | Sep. 22, 2017USD ($) | Sep. 15, 2016shares | Jul. 27, 2016USD ($) | Jun. 29, 2016USD ($) | Jun. 24, 2016USD ($) | Jul. 02, 2014USD ($) | Jun. 24, 2013right | |
Related Party Transaction [Line Items] | |||||||||||
Common stock, outstanding shares (in shares) | shares | 14,922,117 | 9,424,334 | |||||||||
Senior secured notes, carrying value | $ 1,844,000 | $ 1,847,000 | |||||||||
Borrowings under senior loan facility | 0 | 995,000 | |||||||||
Senior Loan Facility | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Borrowings under credit facility | 29,000,000 | 29,000,000 | |||||||||
First Amended and Restated Credit and Security Agreement | Revolving Credit Facility | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Maximum borrowing capacity | $ 16,000,000 | ||||||||||
Senior Loan Facility | Senior Loan Facility | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Maximum borrowing capacity | $ 30,000,000 | ||||||||||
Borrowings under senior loan facility | 29,000,000 | 29,995,000 | |||||||||
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 | $ 76,523,000 | ||||||||||
Accrued and unpaid interest | $ 693,000 | 8,467,000 | |||||||||
Chief Executive Officer | Secured Debt | Second Lien Notes | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt, face amount | $ 1,334,000 | ||||||||||
Chief Executive Officer | SSI | First Amended and Restated Credit and Security Agreement | Revolving Credit Facility | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Maximum borrowing capacity | $ 375,000 | $ 400,000 | |||||||||
SSI | Secured Debt | Second Lien Notes | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Debt sold | $ 1,334,000 | ||||||||||
Debt, repurchased face amount | 1,176,000 | ||||||||||
Accrued and unpaid interest | $ 158,000 | ||||||||||
SSI | Chief Executive Officer | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock, outstanding shares (in shares) | shares | 27,000 | ||||||||||
SSI | Chief Executive Officer | Senior Loan Facility | Senior Loan Facility | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Borrowings under credit facility | 543,000 | ||||||||||
SSI | Chief Executive Officer | Secured Debt | Senior Secured Notes | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Senior secured notes, carrying value | $ 2,352,000 | ||||||||||
CLCH | Chief Executive Officer | |||||||||||
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 | Piggy-back Rights | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Right to demand registration of shares | right | 1 |