RESTATEMENT OF PREVIOUSLY REPORTED UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | Background of the Restatement As previously disclosed, the SEC has been conducting an investigation of certain matters, including with respect to revenue recognition, accounts receivable and tax credits. The Department of Justice (the “DOJ”) is conducting a parallel investigation with the SEC. We have been cooperating and will continue to cooperate with the SEC and the DOJ in their investigations. On August 5, 2019, our Board of Directors (the “Board”) established a special committee of independent directors (the “Special Committee”) to oversee an internal investigation with respect to the SEC investigation and any related matters. In turn, the Special Committee engaged its own legal and forensic accounting advisors, in addition to certain consulting services providers. Also in August 2019, the Audit Committee undertook an assessment of the accuracy of our historical financial statements and related disclosures that were contained in previously filed periodic reports. On August 14, 2019, the Audit Committee and the Board concluded that our previously issued consolidated financial statements and financial information relating to each of the fiscal years ended December 31, 2015, 2016, 2017 and 2018 and our condensed consolidated financial statements for the quarters and year–to–date periods ended June 30, 2015 through March 31, 2019 (collectively, the “Non–Reliance Periods”) contained errors, should no longer be relied upon and should be restated, and that other financial information, any earnings releases, investor presentations or other communications related thereto covering the Non–Reliance Periods should also no longer be relied upon. The Audit Committee’s and the Board’s decision to restate our consolidated financial statements for the Non–Reliance Periods arose from our re–evaluation of our relationship with Alaskan Seismic Ventures, LLC (“ASV”), which had not been consolidated into our financial statements. In August 2019, we determined that ASV is a variable interest entity (“VIE”), that we had a controlling financial interest in ASV, and that we are the primary beneficiary of ASV, which, among other factors, required us to consolidate ASV during the Non-Reliance Periods in accordance with GAAP. The Special Committee’s investigation identified that Global Equipment Solutions LLC (“Global Equipment”), one of our vendors in 2015 and 2016, was formed by Brent Whiteley, our former Chief Financial Officer and General Counsel, and controlled by Mr. Whiteley and/or Jeff Hastings, our former Chief Executive Officer. In 2015 and 2016, we paid an aggregate of approximately $12.0 million to Global Equipment pursuant to the following agreements. In August 2011, we entered into an agreement (the “Transfer Agreement”) with NES, LLC (“NES”), pursuant to which NES retained a transfer fee (the “Transfer Fee”) in connection with the transfer of a customer contract from NES to us. NES is a legal entity that was previously owned and/or controlled by Mr. Hastings that we subsequently acquired in October 2011. The Transfer Fee was assigned to a separate legal entity controlled by Mr. Hastings prior to our acquisition of NES in October 2011 and was subsequently assigned to Global Equipment. The authenticity of the Transfer Agreement and the subsequent assignments of the Transfer Fee have not been confirmed. Furthermore, the foregoing arrangements and the obligation to pay the Transfer Fee to NES, Global Equipment and/or Mr. Hastings was not disclosed. The payments made to Global Equipment in satisfaction of the purported Transfer Fee were previously recorded as rental expense in 2015 and 2016. These amounts have now been reclassified in our consolidated statement of operations as loss from misappropriation of funds in 2015 and 2016. Of the approximately $12.0 million paid to Global Equipment, approximately $5.9 million was transferred through entities formed and/or controlled by Mr. Hastings and Mr. Whiteley to ASV as capital contributions in December 2015. This investment in ASV was not disclosed. ASV was formed as a seismic data library company in 2015, and the Company previously reported revenue from ASV of approximately $57.3 million in 2016 and approximately $83.8 million in 2015. The remaining approximately $6.1 million paid to Global Equipment was transferred to Mr. Hastings and Mr. Whiteley and/or to entities formed and/or controlled by them. These payments were not disclosed. The Special Committee’s investigation also identified the misappropriation of approximately $4.1 million by Mr. Whiteley from 2012 to 2019, which amount has been reclassified in our consolidated statement of operations as a loss from a misappropriation of funds for such periods. A portion of these funds were paid to RVI Consulting, Inc. (“RVI”), a legal entity owned and/or controlled by Mr. Whiteley. The payments made to RVI were not disclosed. The majority of the payments to RVI were previously recorded as legal and professional expenses in the prior periods. Effects of the Restatement As a result of the determination that ASV is a VIE, in which we have a controlling financial interest and are the primary beneficiary, we are consolidating ASV for all periods beginning in 2015. The consolidation of ASV as of December 31, 2018 resulted in a reduction of stockholders’ equity of approximately $34.0 million due to the consolidation and elimination of inter-company transactions. The assets of ASV consist of a seismic data library in Alaska for which we provided the seismic data acquisition services, tax credits received from the State of Alaska under the rebatable oil and gas production tax credit regime and cash on hand. The tax credits were recorded as a reduction in the value of the seismic data library as a reimbursement of the costs incurred to acquire the data library. ASV has no significant liabilities other than its payable to us for the seismic data acquisition services and has approximately $5.9 million in capital contributions as described above. As of June 30, 2019, considering the approximately $34.0 million reduction in stockholders equity discussed above, the consolidation of ASV resulted in a decrease in stockholders’ equity of approximately $0.2 million. We have reclassified certain items in our consolidated statement of operations as loss from a misappropriation of funds disclosed above, of which approximately $121 thousand, $273 thousand, $128 thousand and $361 thousand, respectively, are related to the misappropriation of funds by Mr. Whiteley in the three and six months ended June 30, 3019 and 2018, respectively. In addition, we are restating our consolidated financial statements to correct for unrelated material accounting errors in prior periods, including the following: Three Months Ended June 30, 2018 • In the three months ended June 30, 2018, we recorded an allowance for doubtful accounts of approximately $19.0 million against our accounts receivable related to ASV. The receivable was eliminated upon consolidated of ASV and the allowance for doubtful accounts was reversed. • We identified an error related to the recording of deferred taxes in our Colombia and Bolivia subsidiaries. Based upon our internal review of the decision to record a 100% valuation allowance in 2018 related to these subsidiaries, we determined that the factors leading to the full valuation allowance of the deferred tax assets were present in previous periods and were not appropriately considered. As of result of this error, we have decreased income tax expense by approximately $1.8 million in the three months ended June 30, 2018. Six Months Ended June 30, 2018 • In the six months ended June 30, 2018, we recorded an allowance for doubtful accounts of approximately $19.0 million against our accounts receivable related to ASV. The receivable was eliminated upon consolidation of ASV and the allowance for doubtful accounts was reversed. • We identified an error related to the recording of deferred taxes in our Colombia and Bolivia subsidiaries. Based upon our internal review of the decision to record a 100% valuation allowance in 2018 related to these subsidiaries, we determined that the factors leading to the full valuation allowance of the deferred tax assets were present in previous periods and were not appropriately considered. As a result of this error, we have decreased income tax expense by approximately $1.2 million in the six months ended June 30, 2018. • We also corrected a prior error related to Delaware Franchise Taxes as part of the restatement. In the first quarter of 2018, we settled a multiyear audit with the State of Delaware. As part of the restatement we have properly recorded the franchise expense in the proper periods resulting in a decrease to selling, general and administrative expense by $547 thousand. Along with restating our unaudited condensed consolidated financial statements to correct the errors discussed above, we corrected our weighted average shares outstanding (basic and diluted) to include penny warrants in the computation of loss per common share and we recorded adjustments for certain immaterial accounting errors and reclassifications related to the periods covered in this Form 10–Q. In connection with the restatement of our condensed consolidated financial statements in this Form 10–Q, management determined that material weaknesses exist in our internal control over financial reporting and that our disclosure controls and procedures were ineffective during the Non–Reliance Periods and as of June 30, 2019. For a description of the material weaknesses identified by management and management’s implemented and planned remediations for those material weaknesses, please see “Item 4. Controls and Procedures” of this Form 10-Q. The tables below summarize the effects of the restatement on our (i) unaudited condensed consolidated balance sheet at December 31, 2018; (ii) unaudited condensed consolidated statements of operations for the three months and six months ended June 30, 2018; and (iii) unaudited condensed consolidated statement of cash flows for the six months ended June 30, 2018. A summary of the effect of the restatement on the unaudited condensed consolidated statements of changes to stockholders’ deficit for the six months ended June 30, 2018 and the unaudited condensed consolidated statement of comprehensive income (loss) for the three months and six months ended June 30, 2018 are not presented because the impact to accumulated deficit and comprehensive income (loss) are reflected below in the unaudited condensed consolidated balance sheet summaries and unaudited condensed consolidated statements of operations summaries. Summary of Restatement – Unaudited Condensed Consolidated Balance Sheet The effects of the restatement on our unaudited condensed consolidated balance sheet are as follows: December 31, 2018 Previously Reported Adjustments Restated ASSETS Current assets: Cash and cash equivalents $ 7,192 $ 387 $ 7,579 Restricted cash 271 — 271 Accounts receivable, net 24,859 1,604 26,463 Deferred costs on contracts 3,717 29 3,746 Prepaid expenses and other current assets 2,813 30 2,843 Total current assets 38,852 2,050 40,902 Property and equipment, net 35,334 — 35,334 Multiclient seismic data library, net — 4,733 4,733 Goodwill 1,687 — 1,687 Intangible assets, net 4,066 — 4,066 Long-term accounts receivable, net 52,804 (52,804 ) — Tax credits receivable, net — 13,198 13,198 Deferred income taxes 2,015 145 2,160 Other assets 2,715 (2,448 ) 267 Total assets $ 137,473 $ (35,126 ) $ 102,347 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable $ 10,103 $ — $ 10,103 Accrued liabilities 10,498 — 10,498 Income and other taxes payable 3,331 — 3,331 Current portion of long-term debt and finance leases 7,837 — 7,837 Deferred revenue 4,298 59 4,357 Total current liabilities 36,067 59 36,126 Long-term debt and finance leases 85,653 (2,448 ) 83,205 Other long-term liabilities 380 — 380 Commitments and contingencies Stockholders' equity (deficit): Common stock — — — Additional paid-in capital 232,661 — 232,661 Accumulated deficit (216,612 ) (32,737 ) (249,349 ) Accumulated other comprehensive loss (3,035 ) — (3,035 ) Treasury stock, at cost (1,866 ) — (1,866 ) SAExploration stockholders’ equity (deficit) 11,148 (32,737 ) (21,589 ) Noncontrolling interest 4,225 — 4,225 Total stockholders’ equity (deficit) 15,373 (32,737 ) (17,364 ) Total liabilities and stockholders’ equity (deficit) $ 137,473 $ (35,126 ) $ 102,347 Summary of Restatement – Unaudited Condensed Consolidated Statements of Operations The effects of the restatement on our unaudited condensed consolidated statements of operations are as follows: Three Months Ended June 30, 2018 Previously Reported Adjustments Restated Revenue from services $ 16,883 $ — $ 16,883 Cost of services 19,710 — 19,710 Depreciation and amortization 2,295 — 2,295 Gross loss (5,122 ) — (5,122 ) Operating expenses: Selling, general and administrative expenses 25,763 (17,397 ) 8,366 Misappropriation of funds — 128 128 Total operating expenses 25,763 (17,269 ) 8,494 Operating loss (30,885 ) 17,269 (13,616 ) Other (expense) income, net: Interest expense, net (2,346 ) — (2,346 ) Foreign exchange gain (loss), net (2,005 ) — (2,005 ) Other income, net 9 83 92 Total other expense, net (4,342 ) 83 (4,259 ) Loss before income taxes (35,227 ) 17,352 (17,875 ) Income taxes (1,881 ) 1,847 (34 ) Net loss (33,346 ) 15,505 (17,841 ) Less: net income attributable to noncontrolling interest 59 — 59 Net loss attributable to SAExploration $ (33,405 ) $ 15,505 $ (17,900 ) Loss per common share (basic and diluted) $ (44.90 ) $ 35.18 $ (9.72 ) Weighted average common shares outstanding (basic and diluted) 749 1,116 1,865 Six Months Ended June 30, 2018 Previously Reported Adjustments Restated Revenue from services $ 54,006 $ — $ 54,006 Cost of services 45,715 — 45,715 Depreciation and amortization 4,716 — 4,716 Gross profit (loss) 3,575 — 3,575 Operating expenses: Selling, general and administrative expenses 32,140 (18,088 ) 14,052 Misappropriation of funds — 361 361 Total operating expenses 32,140 (17,727 ) 14,413 Operating loss (28,565 ) 17,727 (10,838 ) Other (expense) income, net: Interest expense, net (5,487 ) — (5,487 ) Foreign exchange gain (loss), net (2,179 ) — (2,179 ) Other income, net 154 83 237 Total other expense, net (7,512 ) 83 (7,429 ) Loss before income taxes (36,077 ) 17,810 (18,267 ) Income taxes (1,257 ) 1,222 (35 ) Net loss (34,820 ) 16,588 (18,232 ) Less: net income attributable to noncontrolling interest 894 — 894 Net loss attributable to SAExploration $ (35,714 ) $ 16,588 $ (19,126 ) Loss per common share (basic and diluted) $ (128.90 ) $ 82.64 $ (46.26 ) Weighted average common shares outstanding (basic and diluted) 643 790 1,433 Summary of Restatement – Unaudited Condensed Consolidated Statement of Cash Flows The effects of the restatement on our unaudited condensed consolidated statement of cash flows are as follows: Six Months Ended June 30, 2018 Previously Reported Adjustments Restated Cash flows from operating activities: Net loss $ (34,820 ) $ 16,588 $ (18,232 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 4,868 — 4,868 Tax credits used to offset production taxes — — — Reserve for potential tax credits monetization — 1,700 1,700 Reserve for doubtful accounts 19,120 (18,985 ) 135 Equity-based compensation cost 2,641 — 2,641 Gain on disposal of property and equipment (185 ) — (185 ) Amortization of loan issuance costs and debt discounts 1,901 — 1,901 Gain on debt extinguishment (53 ) — (53 ) Unrealized loss on foreign currency transactions 2,131 — 2,131 Deferred taxes — 62 62 Changes in operating assets and liabilities (5,674 ) 143 (5,531 ) Net cash used in operating activities (10,071 ) (492 ) (10,563 ) Cash flows from investing activities: Purchase of property and equipment (703 ) — (703 ) Proceeds from sale of property and equipment 193 — 193 Net cash used in investing activities (510 ) — (510 ) Cash flows from financing activities: Long-term debt and finance lease repayments (995 ) — (995 ) Long-term debt borrowings 15,000 — 15,000 Stock issuance costs (2,179 ) 467 (1,712 ) Purchase of treasury stock (175 ) — (175 ) Net cash provided by financing activities 11,651 467 12,118 Effect of exchange rate changes on cash, cash equivalents and restricted cash (183 ) — (183 ) Net change in cash, cash equivalents and restricted cash 887 (25 ) 862 Cash, cash equivalents and restricted cash at the beginning of year 3,654 80 3,734 Cash, cash equivalents and restricted cash at the end of period $ 4,541 $ 55 $ 4,596 |