Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 12, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | SAEX | |
Entity Registrant Name | SAExploration Holdings, Inc. | |
Entity Central Index Key | 0001514732 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 6,612,332 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-35471 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-4867100 | |
Entity Address, Address Line One | 1160 Dairy Ashford Road | |
Entity Address, Address Line Two | Suite 160 | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77079 | |
City Area Code | 281 | |
Local Phone Number | 258-4400 | |
Title of 12(b) Security | Common stock, par value $0.0001 | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 28,166 | $ 5,441 |
Restricted cash | 76 | 74 |
Accounts receivable, net | 17,913 | 51,582 |
Deferred costs on contracts | 392 | 14,966 |
Prepaid expenses and other current assets | 6,966 | 5,324 |
Total current assets | 53,513 | 77,387 |
Property and equipment, net of accumulated depreciation and amortization of $95,636 and $92,204, respectively | 31,830 | 37,289 |
Multiclient seismic data library, net | 0 | 2,719 |
Operating lease right-of-use assets | 5,942 | 6,421 |
Goodwill | 1,685 | 1,766 |
Intangible assets, net of accumulated amortization of $1,438 and $1,270, respectively | 3,563 | 3,751 |
Tax credits receivable, net | 2,708 | 12,104 |
Other assets | 776 | 778 |
Total assets | 100,017 | 142,215 |
Current liabilities: | ||
Accounts payable | 6,911 | 30,966 |
Accrued liabilities | 5,512 | 6,034 |
Income and other taxes payable | 1,865 | 5,902 |
Operating lease liabilities | 1,643 | 2,576 |
Current portion of long-term debt and finance leases | 102,621 | 112,401 |
Deferred revenue | 563 | 8,724 |
Total current liabilities | 119,115 | 166,603 |
Long-term debt and finance leases | 9,713 | 7,145 |
Other long-term liabilities | 4,434 | 4,280 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Common stock | 0 | 0 |
Additional paid-in capital | 240,366 | 240,068 |
Accumulated deficit | (271,480) | (274,535) |
Accumulated other comprehensive loss | (322) | (2,912) |
Treasury stock | (2,232) | (2,232) |
SAExploration stockholders’ deficit | (33,668) | (39,611) |
Noncontrolling interest | 423 | 3,798 |
Total stockholders’ deficit | (33,245) | (35,813) |
Total liabilities and stockholders’ deficit | $ 100,017 | $ 142,215 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Property and equipment, net of accumulated depreciation and amortization | $ 95,636 | $ 92,204 |
Intangible assets, net of accumulated amortization | $ 1,438 | $ 1,270 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenue from services | $ 35,814 | $ 89,537 | $ 161,199 | $ 182,592 |
Type of Revenue [Extensible List] | us-gaap:ServiceMember | us-gaap:ServiceMember | us-gaap:ServiceMember | us-gaap:ServiceMember |
Cost of services | $ 24,166 | $ 74,922 | $ 113,425 | $ 145,047 |
Type of Cost, Good or Service [Extensible List] | us-gaap:ServiceMember | us-gaap:ServiceMember | us-gaap:ServiceMember | us-gaap:ServiceMember |
Depreciation and amortization | $ 3,809 | $ 3,613 | $ 8,942 | $ 6,475 |
Gross profit | 7,839 | 11,002 | 38,832 | 31,070 |
Operating expenses: | ||||
Selling, general and administrative expenses | 9,263 | 10,821 | 21,412 | 20,108 |
Misappropriation of funds | 121 | 273 | ||
Total operating expenses | 9,263 | 10,942 | 21,412 | 20,381 |
Operating (loss) income | (1,424) | 60 | 17,420 | 10,689 |
Other (expense) income, net: | ||||
Interest expense, net | (3,607) | (3,632) | (7,315) | (7,129) |
Foreign exchange gain (loss), net | 680 | 373 | (4,774) | 500 |
Other income, net | 174 | 784 | 1,102 | 913 |
Total other expense, net | (2,753) | (2,475) | (10,987) | (5,716) |
(Loss) income before income taxes | (4,177) | (2,415) | 6,433 | 4,973 |
Income taxes | 230 | 2,853 | 771 | 6,519 |
Net (loss) income | (4,407) | (5,268) | 5,662 | (1,546) |
Less: net income attributable to noncontrolling interest | 1,187 | 1,164 | 2,607 | 2,573 |
Net (loss) income attributable to SAExploration | $ (5,594) | $ (6,432) | $ 3,055 | $ (4,119) |
Basic | $ (0.56) | $ (0.81) | $ 0.31 | $ (0.53) |
Diluted | $ (0.56) | $ (0.81) | $ 0.31 | $ (0.53) |
Weighted average common shares outstanding: | ||||
Basic | 9,969 | 7,919 | 9,968 | 7,761 |
Diluted | 9,969 | 7,919 | 10,016 | 7,761 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (4,407) | $ (5,268) | $ 5,662 | $ (1,546) |
Foreign currency translation adjustment | (193) | (347) | 2,590 | (390) |
Comprehensive (loss) income | (4,600) | (5,615) | 8,252 | (1,936) |
Less: comprehensive income attributable to noncontrolling interest | 1,187 | 1,164 | 2,607 | 2,573 |
Comprehensive (loss) income attributable to SAExploration | $ (5,787) | $ (6,779) | $ 5,645 | $ (4,509) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Total | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Treasury Stock | Total SAExploration Stockholders' Deficit | Non-controlling Interest |
Beginning balances at Dec. 31, 2018 | $ (17,364) | $ 232,661 | $ (249,349) | $ (3,035) | $ (1,866) | $ (21,589) | $ 4,225 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | (1,546) | (4,119) | (4,119) | 2,573 | |||
Other comprehensive income (loss) | (390) | (390) | (390) | ||||
Issuance of common stock | 578 | 578 | 578 | ||||
Purchase of treasury stock | (366) | (366) | (366) | ||||
Equity-based compensation cost | 2,399 | 2,399 | 2,399 | ||||
Distributions to noncontrolling interest | (1,500) | (1,500) | |||||
Ending balances at Jun. 30, 2019 | (18,189) | 235,638 | (253,468) | (3,425) | (2,232) | (23,487) | 5,298 |
Beginning balances at Mar. 31, 2019 | (13,057) | 234,039 | (247,036) | (3,078) | (1,866) | (17,941) | 4,884 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | (5,268) | (6,432) | (6,432) | 1,164 | |||
Other comprehensive income (loss) | (347) | (347) | (347) | ||||
Purchase of treasury stock | (366) | (366) | (366) | ||||
Equity-based compensation cost | 1,599 | 1,599 | 1,599 | ||||
Distributions to noncontrolling interest | (750) | (750) | |||||
Ending balances at Jun. 30, 2019 | (18,189) | 235,638 | (253,468) | (3,425) | (2,232) | (23,487) | 5,298 |
Beginning balances at Dec. 31, 2019 | (35,813) | 240,068 | (274,535) | (2,912) | (2,232) | (39,611) | 3,798 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | 5,662 | 3,055 | 3,055 | 2,607 | |||
Other comprehensive income (loss) | 2,590 | 2,590 | 2,590 | ||||
Equity-based compensation cost | 298 | 298 | 298 | ||||
Distributions to noncontrolling interest | (5,982) | (5,982) | |||||
Ending balances at Jun. 30, 2020 | (33,245) | 240,366 | (271,480) | (322) | (2,232) | (33,668) | 423 |
Beginning balances at Mar. 31, 2020 | (25,149) | 240,201 | (265,886) | (129) | (2,232) | (28,046) | 2,897 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | (4,407) | (5,594) | (5,594) | 1,187 | |||
Other comprehensive income (loss) | (193) | (193) | (193) | ||||
Equity-based compensation cost | 165 | 165 | 165 | ||||
Distributions to noncontrolling interest | (3,661) | (3,661) | |||||
Ending balances at Jun. 30, 2020 | $ (33,245) | $ 240,366 | $ (271,480) | $ (322) | $ (2,232) | $ (33,668) | $ 423 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 5,662 | $ (1,546) |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Tax credits returned to State of Alaska | 9,396 | 0 |
Tax credits used to offset production taxes | 0 | 1,094 |
Depreciation and amortization | 9,270 | 6,814 |
Equity-based compensation cost | 298 | 2,399 |
Provision for doubtful accounts | 1,724 | 919 |
Gain on sale of property and equipment | (151) | (661) |
Amortization of loan issuance costs and debt discounts | 2,089 | 1,865 |
Unrealized loss (gain) on foreign currency transactions | 4,857 | (607) |
Deferred taxes | 0 | 2,023 |
Changes in operating assets and liabilities | 6,482 | (1,506) |
Net cash provided by operating activities | 39,627 | 10,794 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,028) | (598) |
Proceeds from sale of property and equipment | 263 | 674 |
Net cash used in (provided by) investing activities | (765) | 76 |
Cash flows from financing activities: | ||
Long-term debt and finance lease repayments | (16,114) | (428) |
Long-term debt borrowings | 6,801 | 9,666 |
Proceeds from issuance of common stock | 0 | 100 |
Purchase of treasury stock | 0 | (366) |
Distribution to noncontrolling interest | (5,982) | (1,500) |
Net cash (used in) provided by financing activities | (15,295) | 7,472 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (840) | 2 |
Net change in cash, cash equivalents and restricted cash | 22,727 | 18,344 |
Cash, cash equivalents and restricted cash at the beginning of year | 5,515 | 7,850 |
Cash, cash equivalents and restricted cash at the end of period | $ 28,242 | $ 26,194 |
GENERAL
GENERAL | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
GENERAL | NOTE 1. GENERAL Description of the Business SAExploration Holdings, Inc. (“we,” “our” or “us”) is a full–service provider of seismic data acquisition, logistical support and processing services in North America, South America, Asia Pacific, West Africa and the Middle East to customers in the oil and natural gas industry. Our chief operating decision maker regularly reviews financial data by country to assess performance and allocate resources, resulting in the conclusion that each country in which we operate represents a reporting unit. As these reporting units are similar in terms of economic characteristics, nature of products, processes and type of customers, we have concluded that our seismic data contract services operations comprise one single reportable segment. Going Concern Uncertainty Our unaudited condensed consolidated financial statements included herein have been prepared on a going concern basis in accordance with generally accepted accounting principles in the United States. The going concern basis assumes that we will continue in operation for the next 12 months and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business. Our unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. If we cannot continue as a going concern, adjustments to the carrying values and classification of our assets and liabilities and the reported amounts of income and expenses could be required and could be material. Although we generated net income and cash from operating activities in the first six months of 2020, we have reported recurring losses from operations and have not generated cash from operating activities for the six years ended December 31, 2019, and as of June 30, 2020, we had a stockholders’ deficit of $33.2 million. We anticipate negative cash flows from operating activities to begin to occur again in the second half of 2020 and continue for the foreseeable future due to, among other things, the significant uncertainty in the outlook for oil and natural gas development as a result of the significant decline in oil prices since the beginning of 2020 due to the COVID–19 coronavirus pandemic and its impact on the worldwide economy and global demand for oil. We are unable to predict when industry market conditions may improve and, through June 30, 2020, we have had two significant contracts cancelled by the operators due to the COVID–19 coronavirus pandemic and other scheduled and anticipated projects have been delayed. There is no assurance as to when they may resume, if at all. Management, along with its legal and financial advisors, continues to explore various strategic alternatives to address our capital structure, which has included engaging in discussions with certain of our debt holders with respect to potential deleveraging or restructuring transactions that may include, but not be limited to, seeking a restructuring, amendment or refinancing of existing debt through a private restructuring or reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”). We have attempted during this time to manage operating costs by actively pursuing cost–cutting measures to maximize liquidity consistent with current industry market expectations. However, we have been unable to negotiate an extension of the January 2021 maturity date of our senior loan facility or waivers of the events of default under our credit facility and our senior loan facility, and a cross default under the indenture governing our 6.0% Senior Secured Convertible Notes due 2023 (the “2023 Notes”). As a result of such events of default, we are unable to borrow additional amounts under our credit facility without the requisite approval of the lenders under such credit facility. Based on the uncertainty of achieving these goals and the significance of the factors described, there is substantial doubt as to our ability to continue as a going concern for a period of 12 months after the date our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10–Q are issued. If we become unable to continue as a going concern, we may have to liquidate our assets, and potentially realize significantly less than the values at which they are carried on our unaudited condensed consolidated financial statements, and the holders of our securities could lose all or part of their investment. Basis of Presentation Our unaudited condensed consolidated financial statements included herein include our accounts and those of our subsidiaries that are wholly–owned, controlled by us or a VIE where we are the primary beneficiary, and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. We believe that the presentations and disclosures herein are adequate to make the information not misleading. The unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) for a fair presentation of the interim periods. The results of operations for the interim period are not necessarily indicative of the results of operations to be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in Item 8 of our Annual Report on Form 10–K for the year ended December 31, 2019. All intercompany accounts and transactions have been eliminated in consolidation. In the Notes to Unaudited Condensed Consolidated Financial Statements, all dollar and share amounts in tabulations are in thousands of dollars and shares, respectively, unless otherwise indicated. New Accounting Standards to be Adopted No new accounting pronouncements issued or effective during the three months ended June 30, 2020 have had or are expected to have a material impact on our unaudited condensed consolidated financial statements. |
TAX CREDITS RECEIVABLE, NET
TAX CREDITS RECEIVABLE, NET | 6 Months Ended |
Jun. 30, 2020 | |
Tax Credit Receivable Net [Abstract] | |
Tax Credits Receivable, Net | NOTE 2. TAX CREDITS RECEIVABLE, NET In January 2020, we and Alaskan Seismic Ventures, LLC (“ASV”) sold certain seismic data and related assets for a purchase price payable as follows: (i) $15.0 million paid in cash on the closing date and (ii) earnout payments in an amount of up to $5.0 million to be paid based on the licensing fees related to the licensing of certain seismic data following the closing date in an amount in excess of $15.0 million of licensing fees. As required by the terms of the sale, we notified the Alaska Department of Revenue (the “DOR”) that we were withdrawing our application for $9.4 million of tax credits, net relating to the seismic data sold. We and ASV also entered into an agreement that provides that we will receive all the proceeds paid or payable pursuant to the sale, which proceeds will be credited by us towards outstanding amounts owed to us by ASV. Changes in the carrying value of our tax credits receivable, net are as follows for the six months ended June 30: 2020 2019 Balance at beginning of year $ 12,104 $ 13,198 Returned to State of Alaska (9,396 ) — Balance at end of period $ 2,708 $ 13,198 We have established an allowance for these tax credits receivable due to the uncertainty of the future monetization of the tax credits and the potential for the DOR to disallow the tax credits as management has determined that the costs submitted to the DOR by ASV did not reflect the affiliate status of ASV. As of June 30, 2020 and December 31, 2019, the tax credits receivable are net of an allowance of $27.7 million and $53.0 million, respectively. |
LONG_TERM DEBT AND FINANCE LEAS
LONG–TERM DEBT AND FINANCE LEASES | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
LONG–TERM DEBT AND FINANCE LEASES | NOTE 3. LONG–TERM DEBT AND FINANCE LEASES Long–term debt and finance leases consisted of the following: June 30, 2020 December 31, 2019 Credit facility: Principal outstanding $ 20,500 $ 35,000 Unamortized debt issuance costs (140 ) (205 ) Carrying amount 20,360 34,795 Senior loan facility: Principal outstanding 29,000 29,000 Unamortized debt issuance costs (626 ) (1,232 ) Carrying amount 28,374 27,768 6% senior secured convertible notes due 2023: Principal outstanding 60,000 60,000 Unamortized debt discount and debt issuance costs (11,922 ) (13,341 ) Carrying amount 48,078 46,659 Notes payable 15,522 9,974 Finance leases — 350 Total debt 112,334 119,546 Current portion of long-term debt and finance leases (102,621 ) (112,401 ) Total long-term debt and finance leases $ 9,713 $ 7,145 We repaid $14.5 million of the amounts outstanding under our credit facility with the net proceeds received from the sale of certain seismic data and related assets in January 2020 (see Note 2). In May 2020, we received the proceeds from an unsecured loan in the amount of $6.8 million pursuant to the Paycheck Protection Program (the “PPP”) under the recently enacted Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP loan matures in May 2022 and bears interest at a rate of 1.0% per annum. Principal and interest are payable monthly beginning seven months from the date of the PPP loan and may be prepaid at any time prior to maturity with no prepayment penalties. Under the term of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of the loan. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payment of payroll costs and any covered payments of mortgage interest, rent, and utilities. In the event the loan, or any portion thereof, is forgiven pursuant to the PPP, the amount forgiven is applied to outstanding principal, and we would record a gain on extinguishment for the amount forgiven when we are legally released from being the primary obligor. We intend to use the proceeds of the PPP loan to maintain payroll and make lease, rent and utility payments; however, there is no assurance that the PPP loan will be forgiven, in whole or in part. The credit agreements and indentures for our credit facility, senior loan facility and 2023 Notes contain certain representations, warranties, covenants and other terms and conditions which are customary for agreements of these types. As discussed in Note 1, the report of our independent registered public accounting firm on our consolidated financial statements included in our Annual Report on Form 10–K for the year ended December 31, 2019 contains an explanatory paragraph raising substantial doubt about our ability to continue as a going concern, which results in events of default under the credit facility and the senior loan facility, and a cross default under the indenture governing the 2023 Notes. We have entered into forbearance agreements with respect to our credit facility, senior loan facility and 2023 Notes, whereby the holders of the indebtedness thereunder have agreed to refrain from exercising their rights and remedies with respect to these existing defaults and other events of default that have occurred and are continuing as further specified in the forbearance agreements until 5:00 p.m. (New York City time) on the earlier of (i) August 31, 2020 and (ii) the date the forbearance agreements otherwise terminate in accordance with their terms. We have also amended the indenture governing the 2023 Notes to, among other things, provide that a fundamental change resulting from the failure of our common stock to be listed or quoted on any of the NYSE American, The New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market, The NASDAQ Capital Market, the OTCQX Market or the OTCQB Market (or any of their respective successors) will not be deemed to have occurred as a result of such failure until the earlier of (i) August 31, 2020 or (ii) the termination date of the forbearance period set forth in the existing forbearance agreement with respect to the 2023 Notes. However, the long–term debt outstanding under the credit facility, senior loan facility and 2023 Notes has been reclassified as current portion of long–term debt in these unaudited condensed consolidated financial statements. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 4. COMMITMENTS AND CONTINGENCIES On August 18, 2019, a purported stockholder filed a putative class action lawsuit against us and certain former executive officers named therein in the U.S. District Court for the Southern District of Texas captioned John Bodin v. SAExploration Holdings, Inc., et al. Case No. 4:19–cv–03089. Three other purported stockholders moved for appointment as lead plaintiff and approval of their counsel as lead counsel on October 2, 2019. An order was entered on February 7, 2020, appointing Amrit Kumar and Tony Tep as co–lead plaintiffs (the “Class Action Plaintiffs”) and approving their counsel as co–lead counsel. Pursuant to an agreed scheduling stipulation and order, the Class Action Plaintiffs filed their Amended Complaint on July 15, 2020 against us and certain of our former and current executive officers and directors named therein (the “Class Action Defendants”). The Class Action Plaintiffs seek to represent a class of stockholders who purchased or otherwise acquired our publicly traded securities from March 15, 2016 through February 7, 2020 (the “Covered Period”). The amended complaint generally alleges that the Class Action Defendants violated Sections 10(b) and 20(a) of the Exchange Act and SEC Rule 10b–5 by making false and misleading statements in our periodic reports filed with the SEC during the Covered Period. The complaint requests damages, including interest, and an award of reasonable costs and expenses, including counsel and expert fees. Pursuant to an agreed scheduling stipulation and order, the Class Action Defendants must answer, move to dismiss, or otherwise respond to the amended complaint by September 17, 2020, with responsive briefing to be completed by January 11, 2021. On September 6, 2019, a purported stockholder, M. Shane Hamilton (the “Derivative Plaintiff”), filed a stockholder derivative lawsuit against certain of our former and current executive officers and directors named therein (the “Derivative Defendants”) in the U.S. District Court for the District of Delaware captioned M. Shane Hamilton, derivatively on behalf of SAExploration Holdings, Inc., v. Jeff Hastings, et al. The derivative complaint generally alleges (i) breaches by the Derivative Defendants of their fiduciary duties as our directors and/or officers, (ii) unjust enrichment, (iii) waste of corporate assets, and (iv) violations of Section 14(a) of the Exchange Act. The derivative complaint seeks, among other things, relief (i) directing us and the Derivative Defendants to take actions to reform and improve our corporate governance and internal procedures, (ii) awarding us restitution from the Derivative Defendants, and (iii) awarding the Derivative Plaintiff’s costs and attorneys’ and experts’ fees. This matter is stayed pending the resolution of any motions to dismiss filed in John Bodin v. SAExploration Holdings, Inc., et al. Case No. 4:19–cv–03089 pending in the U.S. District Court for the Southern District of Texas. 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. The SEC and DOJ investigations are continuing, and we are currently unable to predict the eventual scope, duration or outcome of any potential SEC or DOJ legal action or other action or whether it could have a material impact on our financial condition, results of operations, or cash flow. The DOR is conducting an investigation with respect to our determination that ASV is a variable interest entity and related Alaska tax credit certificates. We have been cooperating, and will continue to cooperate, with the DOR in its investigation. The DOR investigation is continuing, and we are unable to predict the eventual scope, duration or outcome of any potential DOR legal action or other action or whether it could have a material impact on our financial condition, results of operations, or cash flow. In the ordinary course of business, we may be subject to legal proceedings involving contractual and employment relationships, liability claims and a variety of other matters. Although the results of these other legal proceedings cannot be predicted with certainty, we do not believe that the final outcome of these proceedings should have a material adverse effect on our business, results of operations, cash flows or financial condition. However, we cannot predict the occurrence or outcome of these proceedings with certainty, and if we are unsuccessful in these proceedings and any loss exceeds our available insurance, if any, this could have a material adverse effect on our results of operations. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 5. STOCKHOLDERS' EQUITY As of June 30, 2020, we are authorized to issue 40.0 million shares of common stock with a par value of $0.0001 per share. The following table presents the changes in the number of shares outstanding: 2020 2019 Shares issued: Balance as of January 1 4,508 3,211 Issue of shares on exercises of warrants 136 737 Issue of shares on vesting of restricted stock units — 278 Issue of shares as consideration for services — 243 Issue of shares in private placement — 30 Balance as of June 30 4,644 4,499 Shares held as treasury stock: Balance as of January 1 208 111 Purchase of treasury stock — 97 Balance as of June 30 208 208 Shares outstanding as of June 30 4,436 4,291 In January 2020, we issued 0.4 million of our Series F warrants upon receipt of NASDAQ approval of the issuance. In the six months ended June 30, 2020, 2.8 million Series C warrants and Series D warrants were exercised. As of June 30, 2020, we have 71.0 million warrants outstanding, which are potentially exercisable into 4.4 million shares of our common stock. |
REVENUE FROM SERVICES
REVENUE FROM SERVICES | 6 Months Ended |
Jun. 30, 2020 | |
Revenue From Contract With Customer [Abstract] | |
REVENUE FROM SERVICES | NOTE 6. REVENUE FROM SERVICES Deferred Costs on Contracts In some instances, we incur third party costs that directly relate to the contract to fulfill the contract obligations. These fulfillment costs are capitalized and a mortized consistent with how the related revenue is recognized. Changes in our deferred costs on contracts are as follows for the six months ended June 30: 2020 2019 Balance at beginning of year $ 14,966 $ 3,746 Fulfillment costs incurred 9,149 5,821 Amortization of fulfillment costs (23,723 ) (7,717 ) Balance at end of period $ 392 $ 1,850 Deferred Revenue Typically, our mobilization services are paid by the customer at the beginning of the contract 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. Changes in our deferred revenue are as follows for the six months ended June 30: 2020 2019 Balance at beginning of year $ 8,724 $ 4,357 Cash received, excluding amounts recognized as revenue from services 12,889 8,181 Amounts recognized as revenue from services (21,050 ) (8,098 ) Balance at end of period $ 563 $ 4,440 Disaggregated Revenue The following table disaggregates our revenue by major source: 2020 2019 Land Marine Total Land Marine Total Three Months Ended June 30: North America $ 29,326 $ — $ 29,326 $ 28,875 $ — $ 28,875 South America 12 — 12 702 — 702 Asia Pacific 73 1 74 1,424 58,536 59,960 West Africa — 6,402 6,402 — — — Total $ 29,411 $ 6,403 $ 35,814 $ 31,001 $ 58,536 $ 89,537 Six Months Ended June 30: North America $ 120,474 $ — $ 120,474 $ 89,428 $ — $ 89,428 South America 1,415 7,843 9,258 752 — 752 Asia Pacific 182 24,883 25,065 1,961 90,451 92,412 West Africa — 6,402 6,402 — — — Total $ 122,071 $ 39,128 $ 161,199 $ 92,141 $ 90,451 $ 182,592 Remaining Performance Obligations As of June 30, 2020, we had $64.6 million of remaining performance obligations. We expect to recognize revenue of approximately 3% of these performance obligations in 2020, approximately 38% in 2021 and the remaining approximately 59% in 2022. |
EQUITY-BASED COMPENSATION
EQUITY-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
EQUITY-BASED COMPENSATION | NOTE 7. EQUITY–BASED COMPENSATION We grant various forms of equity–based compensation to our senior management and directors. These equity–based awards currently consist of restricted stock units (“RSUs”). In March 2020, we issued 0.1 million RSUs to our senior management, which will vest in September 2021. The fair value of the RSUs on the date of grant was $0.2 million. We recognized equity–based compensation costs of $0.2 million and $1.6 million in the three months ended June 30, 2020 and 2019, respectively, and $0.3 million and $2.4 million in the six months ended June 30, 2020 and 2019, respectively. These costs are included in “Selling, general and administrative expenses” on our unaudited condensed consolidated statements of operations. As of June 30, 2020, we had $0.4 million of unrecognized equity–based compensation cost, which is expected to be recognized over a weighted average period of 0.8 years. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
LEASES | NOTE 8. LEASES We have entered into various non–cancellable operating lease agreements for certain of our offices, shop and warehouse facilities, equipment and vehicles. We determine if an arrangement is a lease, or contains a lease, at inception and record the lease in our unaudited condensed consolidated financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor. Our leases have remaining lease terms ranging from one year to seven years and often include options to extend the lease term for up to three years. Some of our leases also include options to terminate the lease prior to the end of the agreed upon lease term. For the majority of leases entered into during the current period, we have concluded it is not reasonably certain that we would exercise the options to extend the lease. Therefore, as of the lease commencement date, our lease terms generally do not include these options. We include options to extend the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease payments is recognized on a straight–line basis over the lease term. Certain operating leases provide for annual increases to lease payments based on an index or rate. We estimate the annual increase in lease payments based on the index or rate at the lease commencement date. Differences between the estimated lease payment and actual payment are expensed as incurred. Lease expense for finance lease payments is recognized as amortization expense of the finance lease ROU asset and interest expense on the finance lease liability over the lease term. The balances for the operating and finance leases where we are the lessee are presented on our unaudited condensed consolidated balance sheet as follows: Classification on Unaudited Condensed Consolidated Balance Sheet June 30, 2020 December 31, 2019 Assets: Operating lease right-of-use assets Operating lease right-of-use assets $ 5,942 $ 6,421 Finance lease assets Property and equipment, net — 324 Total lease assets $ 5,942 $ 6,745 Liabilities: Current: Operating lease liabilities Operating lease liabilities $ 1,643 $ 2,576 Finance lease liabilities Current portion of long-term debt and finance leases — 350 Long-term - operating lease liabilities Other long-term liabilities 4,434 3,980 Total lease liabilities $ 6,077 $ 6,906 The components of lease expense on our unaudited condensed consolidated statement of operations are as follows: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Operating lease expense: Operating lease expense (1) $ 1,170 $ 1,324 $ 2,407 $ 2,664 Finance lease expense: Amortization of leased assets $ 101 $ 207 $ 324 $ 428 Interest on lease liabilities 1 31 10 69 Total finance lease expense $ 102 $ 238 $ 334 $ 497 Total lease expense $ 1,272 $ 1,562 $ 2,741 $ 3,161 (1) Includes short–term leases and variable lease costs, both of which are immaterial. As of June 30, 2020, our operating leases have a weighted average remaining lease term of 4.0 years and a weighted average discount rate of 13.0%. Supplemental cash flows information related to leases where we are the lessee is as follows: Six Months Ended June 30, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,662 $ 2,583 Operating cash flows from finance leases 10 69 Financing cash flows from finance leases 350 428 Operating lease right-of-use assets obtained in exchange for new operating lease liabilities 744 — As of June 30, 2020, the maturities of the liabilities related to our operating leases are as follows: Six months ended December 31, 2020 $ 1,319 2021 1,988 2022 1,609 2023 1,424 2024 998 Thereafter 613 Total minimum lease payments 7,951 Less interest 1,874 Present value of lease liabilities 6,077 Less current lease liabilities 1,643 Long-term lease liabilities $ 4,434 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9. INCOME TAXES We record income taxes for interim periods based on an estimated annual effective tax rate. The estimated annual effective tax rate is recomputed on a quarterly basis and may fluctuate due to changes in forecasted annual operating income, positive or negative changes to the valuation allowance for net deferred tax assets, and changes to actual or forecasted permanent book to tax differences. Our effective tax rates were (5.5)% and (118.1)% for the three months ended June 30, 2020 and 2019, respectively, and 12.0% and 131.1% for the six months ended June 30, 2020 and 2019, respectively. The changes in our effective tax rates and the primary reasons that these effective tax rates differ from the applicable federal statutory rates are the fluctuations in earnings among the various jurisdictions in which we operate, increases in valuation allowances and foreign tax rate differentials. The CARES Act, among other things, permits net operating loss (“NOL”) carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019 and 2020 to be carried back to each of the five preceding years to generate a refund for previously paid income taxes. The CARES Act also contains modifications on the limitation of business interest for tax years beginning in 2019 and 2020. These modifications increase the allowable business interest deduction from 30% of adjusted taxable income to 50% of adjusted taxable income. Based upon current facts and circumstances, we do not expect that these provisions would result in a material cash benefit or impact to the effective tax rate. |
(LOSS) EARNINGS PER COMMON SHAR
(LOSS) EARNINGS PER COMMON SHARE | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
(LOSS) EARNINGS PER COMMON SHARE | NOTE 10. (LOSS) EARNINGS PER COMMON SHARE The computation of basic and diluted (loss) earnings per common share is as follows: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Basic (loss) earnings per common share: Net (loss) income attributable to SAExploration $ (5,594 ) $ (6,432 ) $ 3,055 $ (4,119 ) Weighted average common shares outstanding 9,969 7,919 9,968 7,761 Basic (loss) earnings per common share $ (0.56 ) $ (0.81 ) $ 0.31 $ (0.53 ) Diluted (loss) earnings per common share: Net (loss) income attributable to SAExploration $ (5,594 ) $ (6,432 ) $ 3,055 $ (4,119 ) Weighted average common shares outstanding 9,969 7,919 9,968 7,761 Effect of dilutive securities — — 48 — Weighted average common shares outstanding, as adjusted 9,969 7,919 10,016 7,761 Diluted (loss) earnings per common share $ (0.56 ) $ (0.81 ) $ 0.31 $ (0.53 ) Anti-dilutive securities excluded from diluted earnings per common share (1) 10,702 11,177 10,496 11,177 (1) Includes our Series A and Series B warrants, certain unvested equity–based compensation and the shares underlying our 2023 Notes as their effect, if included, would have been anti–dilutive. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 11. FAIR VALUE OF FINANCIAL INSTRUMENTS The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets or liabilities. Level 2 refers to fair values determined based on quoted prices for similar assets or liabilities in active markets or inputs that are observable to the asset or liability, either directly or indirectly through market corroboration. Level 3 refers to fair values determined based on unobservable inputs used in the measurement of assets and liabilities at fair value. The estimated fair values of our financial instruments have been determined at discrete points in time based on relevant market information. Our financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and long–term debt. The carrying amounts of our financial instruments, other than our 2023 Notes, approximate fair value because of the short–term nature of the items. As of June 30, 2020, the estimated fair value and carrying value of our 2023 Notes was $16.4 million and $48.1 million, respectively. As of December 31, 2019, the estimated fair value and carrying value of our 2023 Notes was $42.0 million and $46.7 million, respectively. As our 2023 Notes are not actively traded, the fair value determination of the 2023 Notes is categorized as Level 3 as the valuation was based on valuation techniques when observable market data is not available. |
OTHER SUPPLEMENTAL INFORMATION
OTHER SUPPLEMENTAL INFORMATION | 6 Months Ended |
Jun. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
OTHER SUPPLEMENTAL INFORMATION | NOTE 12. OTHER SUPPLEMENTAL INFORMATION Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash are recorded in our unaudited condensed consolidated balance sheet as follows: June 30, 2020 December 31, 2019 Cash and cash equivalents $ 28,166 $ 5,441 Restricted cash 76 74 Total cash, cash equivalents and restricted cash $ 28,242 $ 5,515 Our restricted cash served as collateral for labor claims, office rental and cash in another country restricted by exchange control regulations. Accounts Receivable, net Total accounts receivable, net is comprised of the following: June 30, 2020 December 31, 2019 Trade receivables $ 18,878 $ 50,447 Other receivables 2,824 3,199 Total accounts receivable 21,702 53,646 Less: allowance for doubtful accounts (3,789 ) (2,064 ) Total accounts receivable, net $ 17,913 $ 51,582 Allowance for Doubtful Accounts Changes in the allowance for doubtful accounts are as follows: Six Months Ended June 30, 2020 2019 Balance at beginning of year $ 2,064 $ 548 Provisions for doubtful accounts 1,724 919 Cumulative translation adjustment 1 (195 ) Balance at end of period $ 3,789 $ 1,272 Accrued Liabilities Accrued liabilities are comprised of the following: June 30, 2020 December 31, 2019 Accrued payroll liabilities $ 2,536 $ 2,385 Accrued interest 160 181 Other accrued liabilities 2,816 3,468 Total accrued liabilities $ 5,512 $ 6,034 Other accrued liabilities primarily consist of accruals for project related expenses. Supplemental Cash Flows Information Supplemental cash flows information is as follows: Six Months Ended June 30, 2020 2019 Cash paid for interest $ 4,926 $ 5,278 Cash paid for income taxes 1,835 (3 ) Noncash Transactions Supplemental noncash transactions are as follows as of June 30: 2020 2019 Accrual for stock issued for services $ — $ 478 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 13. RELATED PARTY TRANSACTIONS As of June 30, 2020, Jeff Hastings, our former Chief Executive Officer, is a lender under our credit facility in the principal amount of $0.5 million and a holder of our 2023 Notes in the principal amount of $1.0 million. Brent Whiteley, our former Chief Financial Officer and General Counsel, owns and/or controls RVI Consulting, Inc. No amounts were billed by RVI in the three months or six months ended June 30, 2020. In the three months and six months ended June 30, 2019, RVI billed us $0.1 million and $0.3 million, respectively, for legal and professional services that were determined to be a misappropriation of funds from us. These amounts are included in “Misappropriation of funds” on our unaudited condensed consolidated statements of operations. ASV is a VIE indirectly owned and/or controlled by Mr. Hastings and Mr. Whiteley. Other related party transactions are as follows: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Fairweather Science, LLC (1) $ 2 $ — $ 5 $ 31 Inupiate Resources Leasing LLC (2) $ — $ 92 $ 150 $ 230 Inupiate Resources LLC (3) $ 214 $ 105 $ 418 $ 308 Summit Air Resources (4) $ 2 $ — $ 37 $ 32 1856125 Alberta Ltd. (5) $ 3 $ 4 $ 84 $ 91 (1) Mr. Hastings has an ownership interest in Fairweather Science, LLC, a company that provides specialized environmental support services to clients in Alaska’s natural resource industry. (2) management team own Inupiate Resources Leasing LLC, which provides us with certain equipment. In January 2020, we purchased $0.2 million of previously leased equipment, terminating the equipment leasing relationship. (3) member of our operations management team owns Inupiate Resources LLC, which provides us with certain specialty personnel that are unique to the operations in Alaska and difficult to obtain. (4) (5) A family member of one of our officers owns 1856125 Alberta Ltd., which provides us with certain equipment and mechanical services. As of June 30, 2020, three of the holders of the indebtedness outstanding under our credit facility, senior loan facility and 2023 Notes represent (together with their affiliates) approximately 90%, 72% and 90%, respectively, of the total principal amounts outstanding under such debt financing arrangements. These holders also collectively own 18% of the shares of our outstanding common stock, 61% of the shares of our outstanding common stock, including shares of common stock issuable upon the exercise of our outstanding Series C, D, E and F common stock warrants (including the Series F warrants to be issued upon receipt of shareholder approval), and 76% of the shares of our outstanding common stock, including shares of common stock issuable upon the exercise of our outstanding Series C, D, E and F common stock warrants (including the Series F warrants to be issued upon receipt of shareholder approval) and upon conversion of our 2023 Notes, respectively. Moreover, the three lenders are parties to certain registration rights agreements, by and among us and certain of our stockholders. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14. SUBSEQUENT EVENTS In August 2020, we issued 2.2 million shares of our common stock upon the exercise of 2.4 million Series C warrants, 5.0 million Series D warrants, 29.2 million Series E warrants and 0.3 million Series F warrants by one of the holders of the indebtedness outstanding under our credit facility, senior loan facility and 2023 Notes. We evaluated subsequent events for appropriate accounting and disclosure through the date these unaudited condensed consolidated financial statements were issued and determined that there were no other material items that required recognition or disclosure in our unaudited condensed consolidated financial statements. |
GENERAL (Policies)
GENERAL (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Going Concern Uncertainty | Going Concern Uncertainty Our unaudited condensed consolidated financial statements included herein have been prepared on a going concern basis in accordance with generally accepted accounting principles in the United States. The going concern basis assumes that we will continue in operation for the next 12 months and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business. Our unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. If we cannot continue as a going concern, adjustments to the carrying values and classification of our assets and liabilities and the reported amounts of income and expenses could be required and could be material. Although we generated net income and cash from operating activities in the first six months of 2020, we have reported recurring losses from operations and have not generated cash from operating activities for the six years ended December 31, 2019, and as of June 30, 2020, we had a stockholders’ deficit of $33.2 million. We anticipate negative cash flows from operating activities to begin to occur again in the second half of 2020 and continue for the foreseeable future due to, among other things, the significant uncertainty in the outlook for oil and natural gas development as a result of the significant decline in oil prices since the beginning of 2020 due to the COVID–19 coronavirus pandemic and its impact on the worldwide economy and global demand for oil. We are unable to predict when industry market conditions may improve and, through June 30, 2020, we have had two significant contracts cancelled by the operators due to the COVID–19 coronavirus pandemic and other scheduled and anticipated projects have been delayed. There is no assurance as to when they may resume, if at all. Management, along with its legal and financial advisors, continues to explore various strategic alternatives to address our capital structure, which has included engaging in discussions with certain of our debt holders with respect to potential deleveraging or restructuring transactions that may include, but not be limited to, seeking a restructuring, amendment or refinancing of existing debt through a private restructuring or reorganization under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”). We have attempted during this time to manage operating costs by actively pursuing cost–cutting measures to maximize liquidity consistent with current industry market expectations. However, we have been unable to negotiate an extension of the January 2021 maturity date of our senior loan facility or waivers of the events of default under our credit facility and our senior loan facility, and a cross default under the indenture governing our 6.0% Senior Secured Convertible Notes due 2023 (the “2023 Notes”). As a result of such events of default, we are unable to borrow additional amounts under our credit facility without the requisite approval of the lenders under such credit facility. Based on the uncertainty of achieving these goals and the significance of the factors described, there is substantial doubt as to our ability to continue as a going concern for a period of 12 months after the date our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10–Q are issued. If we become unable to continue as a going concern, we may have to liquidate our assets, and potentially realize significantly less than the values at which they are carried on our unaudited condensed consolidated financial statements, and the holders of our securities could lose all or part of their investment. |
Basis of Presentation | Basis of Presentation Our unaudited condensed consolidated financial statements included herein include our accounts and those of our subsidiaries that are wholly–owned, controlled by us or a VIE where we are the primary beneficiary, and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. We believe that the presentations and disclosures herein are adequate to make the information not misleading. The unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) for a fair presentation of the interim periods. The results of operations for the interim period are not necessarily indicative of the results of operations to be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in Item 8 of our Annual Report on Form 10–K for the year ended December 31, 2019. All intercompany accounts and transactions have been eliminated in consolidation. In the Notes to Unaudited Condensed Consolidated Financial Statements, all dollar and share amounts in tabulations are in thousands of dollars and shares, respectively, unless otherwise indicated. |
New Accounting Standards to be Adopted | New Accounting Standards to be Adopted No new accounting pronouncements issued or effective during the three months ended June 30, 2020 have had or are expected to have a material impact on our unaudited condensed consolidated financial statements. |
DESCRIPTION OF THE BUSINESS AND
DESCRIPTION OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Fair Value of Financial Instruments | The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets or liabilities. Level 2 refers to fair values determined based on quoted prices for similar assets or liabilities in active markets or inputs that are observable to the asset or liability, either directly or indirectly through market corroboration. Level 3 refers to fair values determined based on unobservable inputs used in the measurement of assets and liabilities at fair value. The estimated fair values of our financial instruments have been determined at discrete points in time based on relevant market information. Our financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and long–term debt. The carrying amounts of our financial instruments, other than our 2023 Notes, approximate fair value because of the short–term nature of the items. |
TAX CREDITS RECEIVABLE, NET (Ta
TAX CREDITS RECEIVABLE, NET (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Tax Credit Receivable Net [Abstract] | |
Summary of Changes in Carrying Value of Tax Credits Receivable, Net | Changes in the carrying value of our tax credits receivable, net are as follows for the six months ended June 30: 2020 2019 Balance at beginning of year $ 12,104 $ 13,198 Returned to State of Alaska (9,396 ) — Balance at end of period $ 2,708 $ 13,198 |
LONG-TERM DEBT AND FINANCE LEAS
LONG-TERM DEBT AND FINANCE LEASES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt And Finance Leases | Long–term debt and finance leases consisted of the following: June 30, 2020 December 31, 2019 Credit facility: Principal outstanding $ 20,500 $ 35,000 Unamortized debt issuance costs (140 ) (205 ) Carrying amount 20,360 34,795 Senior loan facility: Principal outstanding 29,000 29,000 Unamortized debt issuance costs (626 ) (1,232 ) Carrying amount 28,374 27,768 6% senior secured convertible notes due 2023: Principal outstanding 60,000 60,000 Unamortized debt discount and debt issuance costs (11,922 ) (13,341 ) Carrying amount 48,078 46,659 Notes payable 15,522 9,974 Finance leases — 350 Total debt 112,334 119,546 Current portion of long-term debt and finance leases (102,621 ) (112,401 ) Total long-term debt and finance leases $ 9,713 $ 7,145 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Schedule of Changes in Number of Shares Outstanding | The following table presents the changes in the number of shares outstanding: 2020 2019 Shares issued: Balance as of January 1 4,508 3,211 Issue of shares on exercises of warrants 136 737 Issue of shares on vesting of restricted stock units — 278 Issue of shares as consideration for services — 243 Issue of shares in private placement — 30 Balance as of June 30 4,644 4,499 Shares held as treasury stock: Balance as of January 1 208 111 Purchase of treasury stock — 97 Balance as of June 30 208 208 Shares outstanding as of June 30 4,436 4,291 |
REVENUE FROM SERVICES (Tables)
REVENUE FROM SERVICES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Changes in Deferred Costs on Contracts | Changes in our deferred costs on contracts are as follows for the six months ended June 30: 2020 2019 Balance at beginning of year $ 14,966 $ 3,746 Fulfillment costs incurred 9,149 5,821 Amortization of fulfillment costs (23,723 ) (7,717 ) Balance at end of period $ 392 $ 1,850 |
Schedule of Change in Deferred Revenue | Changes in our deferred revenue are as follows for the six months ended June 30: 2020 2019 Balance at beginning of year $ 8,724 $ 4,357 Cash received, excluding amounts recognized as revenue from services 12,889 8,181 Amounts recognized as revenue from services (21,050 ) (8,098 ) Balance at end of period $ 563 $ 4,440 |
Schedule of Revenue by Major Source | The following table disaggregates our revenue by major source: 2020 2019 Land Marine Total Land Marine Total Three Months Ended June 30: North America $ 29,326 $ — $ 29,326 $ 28,875 $ — $ 28,875 South America 12 — 12 702 — 702 Asia Pacific 73 1 74 1,424 58,536 59,960 West Africa — 6,402 6,402 — — — Total $ 29,411 $ 6,403 $ 35,814 $ 31,001 $ 58,536 $ 89,537 Six Months Ended June 30: North America $ 120,474 $ — $ 120,474 $ 89,428 $ — $ 89,428 South America 1,415 7,843 9,258 752 — 752 Asia Pacific 182 24,883 25,065 1,961 90,451 92,412 West Africa — 6,402 6,402 — — — Total $ 122,071 $ 39,128 $ 161,199 $ 92,141 $ 90,451 $ 182,592 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Schedule of Operating and Finance Leases Presented on Unaudited Condensed Consolidated Balance Sheet | The balances for the operating and finance leases where we are the lessee are presented on our unaudited condensed consolidated balance sheet as follows: Classification on Unaudited Condensed Consolidated Balance Sheet June 30, 2020 December 31, 2019 Assets: Operating lease right-of-use assets Operating lease right-of-use assets $ 5,942 $ 6,421 Finance lease assets Property and equipment, net — 324 Total lease assets $ 5,942 $ 6,745 Liabilities: Current: Operating lease liabilities Operating lease liabilities $ 1,643 $ 2,576 Finance lease liabilities Current portion of long-term debt and finance leases — 350 Long-term - operating lease liabilities Other long-term liabilities 4,434 3,980 Total lease liabilities $ 6,077 $ 6,906 |
Schedule of Components of Lease Expense | The components of lease expense on our unaudited condensed consolidated statement of operations are as follows: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Operating lease expense: Operating lease expense (1) $ 1,170 $ 1,324 $ 2,407 $ 2,664 Finance lease expense: Amortization of leased assets $ 101 $ 207 $ 324 $ 428 Interest on lease liabilities 1 31 10 69 Total finance lease expense $ 102 $ 238 $ 334 $ 497 Total lease expense $ 1,272 $ 1,562 $ 2,741 $ 3,161 (1) Includes short–term leases and variable lease costs, both of which are immaterial. |
Schedule of Supplemental Cash Flows Information Related to Leases | Supplemental cash flows information related to leases where we are the lessee is as follows: Six Months Ended June 30, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,662 $ 2,583 Operating cash flows from finance leases 10 69 Financing cash flows from finance leases 350 428 Operating lease right-of-use assets obtained in exchange for new operating lease liabilities 744 — |
Schedule of Maturities of Liabilities Related to Operating Leases | As of June 30, 2020, the maturities of the liabilities related to our operating leases are as follows: Six months ended December 31, 2020 $ 1,319 2021 1,988 2022 1,609 2023 1,424 2024 998 Thereafter 613 Total minimum lease payments 7,951 Less interest 1,874 Present value of lease liabilities 6,077 Less current lease liabilities 1,643 Long-term lease liabilities $ 4,434 |
(LOSS) EARNINGS PER COMMON SH_2
(LOSS) EARNINGS PER COMMON SHARE (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted (Loss) Earnings Per Common Share | The computation of basic and diluted (loss) earnings per common share is as follows: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Basic (loss) earnings per common share: Net (loss) income attributable to SAExploration $ (5,594 ) $ (6,432 ) $ 3,055 $ (4,119 ) Weighted average common shares outstanding 9,969 7,919 9,968 7,761 Basic (loss) earnings per common share $ (0.56 ) $ (0.81 ) $ 0.31 $ (0.53 ) Diluted (loss) earnings per common share: Net (loss) income attributable to SAExploration $ (5,594 ) $ (6,432 ) $ 3,055 $ (4,119 ) Weighted average common shares outstanding 9,969 7,919 9,968 7,761 Effect of dilutive securities — — 48 — Weighted average common shares outstanding, as adjusted 9,969 7,919 10,016 7,761 Diluted (loss) earnings per common share $ (0.56 ) $ (0.81 ) $ 0.31 $ (0.53 ) Anti-dilutive securities excluded from diluted earnings per common share (1) 10,702 11,177 10,496 11,177 (1) Includes our Series A and Series B warrants, certain unvested equity–based compensation and the shares underlying our 2023 Notes as their effect, if included, would have been anti–dilutive. |
OTHER SUPPLEMENTAL INFORMATION
OTHER SUPPLEMENTAL INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of cash and cash equivalents | Cash, cash equivalents and restricted cash are recorded in our unaudited condensed consolidated balance sheet as follows: June 30, 2020 December 31, 2019 Cash and cash equivalents $ 28,166 $ 5,441 Restricted cash 76 74 Total cash, cash equivalents and restricted cash $ 28,242 $ 5,515 |
Schedule of total accounts receivable, net | Total accounts receivable, net is comprised of the following: June 30, 2020 December 31, 2019 Trade receivables $ 18,878 $ 50,447 Other receivables 2,824 3,199 Total accounts receivable 21,702 53,646 Less: allowance for doubtful accounts (3,789 ) (2,064 ) Total accounts receivable, net $ 17,913 $ 51,582 |
Schedule of changes in allowance for doubtful accounts | Changes in the allowance for doubtful accounts are as follows: Six Months Ended June 30, 2020 2019 Balance at beginning of year $ 2,064 $ 548 Provisions for doubtful accounts 1,724 919 Cumulative translation adjustment 1 (195 ) Balance at end of period $ 3,789 $ 1,272 |
Schedule of accrued liabilities | Accrued liabilities are comprised of the following: June 30, 2020 December 31, 2019 Accrued payroll liabilities $ 2,536 $ 2,385 Accrued interest 160 181 Other accrued liabilities 2,816 3,468 Total accrued liabilities $ 5,512 $ 6,034 |
Schedule of supplemental cash flows information | Supplemental cash flows information is as follows: Six Months Ended June 30, 2020 2019 Cash paid for interest $ 4,926 $ 5,278 Cash paid for income taxes 1,835 (3 ) |
Schedule of noncash transactions | Supplemental noncash transactions are as follows as of June 30: 2020 2019 Accrual for stock issued for services $ — $ 478 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Summary of Other Related Party Transactions | ASV is a VIE indirectly owned and/or controlled by Mr. Hastings and Mr. Whiteley. Other related party transactions are as follows: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Fairweather Science, LLC (1) $ 2 $ — $ 5 $ 31 Inupiate Resources Leasing LLC (2) $ — $ 92 $ 150 $ 230 Inupiate Resources LLC (3) $ 214 $ 105 $ 418 $ 308 Summit Air Resources (4) $ 2 $ — $ 37 $ 32 1856125 Alberta Ltd. (5) $ 3 $ 4 $ 84 $ 91 (1) Mr. Hastings has an ownership interest in Fairweather Science, LLC, a company that provides specialized environmental support services to clients in Alaska’s natural resource industry. (2) management team own Inupiate Resources Leasing LLC, which provides us with certain equipment. In January 2020, we purchased $0.2 million of previously leased equipment, terminating the equipment leasing relationship. (3) member of our operations management team owns Inupiate Resources LLC, which provides us with certain specialty personnel that are unique to the operations in Alaska and difficult to obtain. (4) (5) A family member of one of our officers owns 1856125 Alberta Ltd., which provides us with certain equipment and mechanical services. |
Disclosure - GENERAL - Addition
Disclosure - GENERAL - Additional Information (Details) $ in Thousands | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2020USD ($)segment | Dec. 31, 2019USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Description of Business and Significant Accounting Policies [Line Items] | ||||||
Number of reportable segments | segment | 1 | |||||
Stockholders’ deficit | $ | $ (33,245) | $ (35,813) | $ (25,149) | $ (18,189) | $ (13,057) | $ (17,364) |
6% Convertible Notes Due 2023 | ||||||
Description of Business and Significant Accounting Policies [Line Items] | ||||||
Debt stated interest rate percentage | 6.00% | 6.00% | ||||
Debt, maturity year | 2023 | 2023 |
TAX CREDITS RECEIVABLE, NET - A
TAX CREDITS RECEIVABLE, NET - Additional Information (Details) - USD ($) | 1 Months Ended | ||
Jan. 31, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | |
Tax Credit Receivable Net [Line Items] | |||
License fees | $ 15,000,000 | ||
Tax credit certificates amount withdrawn | 9,400,000 | ||
Tax credits receivable net of allowance | $ 27,700,000 | $ 53,000,000 | |
Sellers’ Agreement | |||
Tax Credit Receivable Net [Line Items] | |||
Cash proceeds from sale of assets | 15,000,000 | ||
Sellers’ Agreement | Maximum | |||
Tax Credit Receivable Net [Line Items] | |||
Earnout payment receivable | $ 5,000,000 |
TAX CREDITS RECEIVABLE, NET - S
TAX CREDITS RECEIVABLE, NET - Summary of Changes in Carrying Value of Tax Credits Receivable, Net (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Tax Credit Receivable Net [Abstract] | ||
Balance at beginning of year | $ 12,104 | $ 13,198 |
Returned to State of Alaska | (9,396) | 0 |
Balance at end of period | $ 2,708 | $ 13,198 |
Long-term Debt And Finance Le_2
Long-term Debt And Finance Leases - Summary of Long-term Debt and Finance Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Notes payable | $ 15,522 | $ 9,974 |
Finance leases | 350 | |
Total debt | 112,334 | 119,546 |
Current portion of long-term debt and finance leases | (102,621) | (112,401) |
Total long-term debt and finance leases | 9,713 | 7,145 |
Credit Facility | ||
Debt Instrument [Line Items] | ||
Principal outstanding | 20,500 | 35,000 |
Unamortized debt discount and debt issuance costs | (140) | (205) |
Carrying amount | 20,360 | 34,795 |
Senior Loan Facility | ||
Debt Instrument [Line Items] | ||
Principal outstanding | 29,000 | 29,000 |
Unamortized debt discount and debt issuance costs | (626) | (1,232) |
Carrying amount | 28,374 | 27,768 |
6% Convertible Notes Due 2023 | ||
Debt Instrument [Line Items] | ||
Principal outstanding | 60,000 | 60,000 |
Unamortized debt discount and debt issuance costs | (11,922) | (13,341) |
Carrying amount | $ 48,078 | $ 46,659 |
Long-term Debt And Finance Le_3
Long-term Debt And Finance Leases - Summary of Long-term Debt and Finance Leases (Parenthetical) (Details) - 6% Convertible Notes Due 2023 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Debt stated interest rate percentage | 6.00% | 6.00% |
Debt, maturity year | 2023 | 2023 |
Long-Term Debt And Finance Le_4
Long-Term Debt And Finance Leases - Additional Information (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |
May 31, 2020 | Jan. 31, 2020 | Jun. 30, 2020 | |
Debt Instrument [Line Items] | |||
Repayment of outstanding under credit facility | $ 14,500,000 | ||
Paycheck Protection Program | |||
Debt Instrument [Line Items] | |||
Proceeds from unsecured loan | $ 6,800,000 | ||
Loan maturity date | May 31, 2022 | ||
Interest rate | 1.00% | ||
Loan payment description | Principal and interest are payable monthly beginning seven months from the date of the PPP loan and may be prepaid at any time prior to maturity with no prepayment penalties. | ||
Prepayment penalties | $ 0 |
STOCKHOLDERS' EQUITY - Addition
STOCKHOLDERS' EQUITY - Additional Information (Details) - $ / shares | 1 Months Ended | 6 Months Ended | |
Jan. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | |
Class Of Stock [Line Items] | |||
Common stock, authorized shares (in shares) | 40,000,000 | ||
Common stock, par value (USD per share) | $ 0.0001 | ||
Number of warrants exercised | 136,000 | 737,000 | |
Number of warrants outstanding | 71,000,000 | ||
Common Stock | |||
Class Of Stock [Line Items] | |||
Warrants outstanding exercisable | 4,400,000 | ||
Series F Warrants | |||
Class Of Stock [Line Items] | |||
Warrants issued | 400,000 | ||
Series C Warrants | |||
Class Of Stock [Line Items] | |||
Number of warrants exercised | 2,800,000 | ||
Series D Warrants | |||
Class Of Stock [Line Items] | |||
Number of warrants exercised | 2,800,000 |
STOCKHOLDERS' EQUITY - Schedule
STOCKHOLDERS' EQUITY - Schedule of Changes in Number of Shares Outstanding (Details) - shares shares in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Shares issued: | ||
Balance as of January 1 | 4,508 | 3,211 |
Issue of shares on exercises of warrants | 136 | 737 |
Issue of shares on vesting of restricted stock units | 278 | |
Issue of shares as consideration for services | 243 | |
Balance as of June 30 | 4,644 | 4,499 |
Shares held as treasury stock: | ||
Balance as of January 1 | 208 | 111 |
Purchase of treasury stock | 97 | |
Balance as of June 30 | 208 | 208 |
Shares outstanding as of June 30 | 4,436 | 4,291 |
Common Stock | Private Placement | ||
Shares issued: | ||
Issue of shares in private placement | 30 |
REVENUE FROM SERVICES - Changes
REVENUE FROM SERVICES - Changes in Deferred Costs on Contracts (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue From Contract With Customer [Abstract] | ||
Balance at beginning of year | $ 14,966 | $ 3,746 |
Fulfillment costs incurred | 9,149 | 5,821 |
Amortization of fulfillment costs | (23,723) | (7,717) |
Balance at end of period | $ 392 | $ 1,850 |
REVENUE FROM SERVICES - Chang_2
REVENUE FROM SERVICES - Changes in Deferred Revenue (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue From Contract With Customer [Abstract] | ||
Balance at beginning of year | $ 8,724 | $ 4,357 |
Cash received, excluding amounts recognized as revenue from services | 12,889 | 8,181 |
Amounts recognized as revenue from services | (21,050) | (8,098) |
Balance at end of period | $ 563 | $ 4,440 |
REVENUE FROM SERVICES - Schedul
REVENUE FROM SERVICES - Schedule of Revenue by Major Source (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | $ 35,814 | $ 89,537 | $ 161,199 | $ 182,592 |
Marine | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | 6,403 | 58,536 | 39,128 | 90,451 |
Land | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | 29,411 | 31,001 | 122,071 | 92,141 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | 29,326 | 28,875 | 120,474 | 89,428 |
North America | Land | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | 29,326 | 28,875 | 120,474 | 89,428 |
South America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | 12 | 702 | 9,258 | 752 |
South America | Marine | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | 7,843 | |||
South America | Land | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | 12 | 702 | 1,415 | 752 |
Asia Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | 74 | 59,960 | 25,065 | 92,412 |
Asia Pacific | Marine | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | 1 | 58,536 | 24,883 | 90,451 |
Asia Pacific | Land | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | 73 | $ 1,424 | 182 | $ 1,961 |
West Africa | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | 6,402 | 6,402 | ||
West Africa | Marine | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | $ 6,402 | $ 6,402 |
REVENUE FROM SERVICES - Remaini
REVENUE FROM SERVICES - Remaining Performance Obligations (Details) $ in Millions | Jun. 30, 2020USD ($) |
Revenue From Contract With Customer [Abstract] | |
Revenue, remaining performance obligation | $ 64.6 |
REVENUE FROM SERVICES - Remai_2
REVENUE FROM SERVICES - Remaining Performance Obligations (Details 1) | Jun. 30, 2020 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-07-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation percentage | 3.00% |
Revenue, remaining performance obligation, expected period of satisfaction | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation percentage | 38.00% |
Revenue, remaining performance obligation, expected period of satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation percentage | 59.00% |
Revenue, remaining performance obligation, expected period of satisfaction | 2 years |
EQUITY-BASED COMPENSATION - Add
EQUITY-BASED COMPENSATION - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Unrecognized equity-based compensation cost | $ 0.4 | ||||
Weighted average period of unrecognized equity-based compensation cost to recognize | 9 months 18 days | ||||
Selling, General and Administrative Expenses | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Share-based compensation expense | $ 0.2 | $ 1.6 | $ 0.3 | $ 2.4 | |
RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Fair value of RSUs granted | $ 0.2 | ||||
RSUs | Senior Management | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Shares issued | 100,000 |
LEASES - Additional Information
LEASES - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2020 | |
Lessee Lease Description [Line Items] | |
Operating leases weighted average remaining lease term | 4 years |
Operating leases weighted average discount rate | 13.00% |
Minimum | |
Lessee Lease Description [Line Items] | |
Leases remaining lease terms | 1 year |
Lessee, Operating Lease, Existence of Option to Extend | true |
Lessee, Operating Lease, Existence of Option to Terminate | true |
Lessee, Finance Lease, Existence of Option to Extend | true |
Lessee, Finance Lease, Existence of Option to Terminate | true |
Maximum | |
Lessee Lease Description [Line Items] | |
Leases remaining lease terms | 7 years |
Leases, option to extend lease term | 3 years |
LEASES - Schedule of Operating
LEASES - Schedule of Operating and Finance Leases Presented on Unaudited Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Assets: | ||
Operating lease right-of-use assets | $ 5,942 | $ 6,421 |
Finance lease assets | $ 0 | $ 324 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentNet | us-gaap:PropertyPlantAndEquipmentNet |
Total lease assets | $ 5,942 | $ 6,745 |
Current: | ||
Operating lease liabilities | 1,643 | 2,576 |
Finance lease liabilities | $ 0 | $ 350 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | saex:LongTermDebtAndFinanceLeasesCurrent | saex:LongTermDebtAndFinanceLeasesCurrent |
Long-term - operating lease liabilities | $ 4,434 | $ 3,980 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesNoncurrent | us-gaap:OtherLiabilitiesNoncurrent |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | saex:LongTermDebtAndFinanceLeasesNoncurrent | saex:LongTermDebtAndFinanceLeasesNoncurrent |
Total lease liabilities | $ 6,077 | $ 6,906 |
LEASES - Schedule of Components
LEASES - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Operating lease expense: | ||||
Operating lease expense | $ 1,170 | $ 1,324 | $ 2,407 | $ 2,664 |
Finance lease expense: | ||||
Amortization of leased assets | 101 | 207 | 324 | 428 |
Interest on lease liabilities | 1 | 31 | 10 | 69 |
Total finance lease expense | 102 | 238 | 334 | 497 |
Total lease expense | $ 1,272 | $ 1,562 | $ 2,741 | $ 3,161 |
LEASES - Schedule of Supplement
LEASES - Schedule of Supplemental Cash Flows Information Related to Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 1,662 | $ 2,583 |
Operating cash flows from finance leases | 10 | 69 |
Financing cash flows from finance leases | 350 | $ 428 |
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities | $ 744 |
LEASES - Schedule of Maturities
LEASES - Schedule of Maturities of Liabilities Related to Operating Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Operating Leases Six months ended December 31, 2020 | $ 1,319 | |
Operating Leases, 2021 | 1,988 | |
Operating Leases, 2022 | 1,609 | |
Operating Leases, 2023 | 1,424 | |
Operating Leases, 2024 | 998 | |
Operating Leases, Thereafter | 613 | |
Total operating leases minimum payments | 7,951 | |
Less interest | 1,874 | |
Present value of lease liabilities | 6,077 | |
Less current lease liabilities operating leases | 1,643 | $ 2,576 |
Long-term lease liabilities operating leases | $ 4,434 | $ 3,980 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Contingency [Line Items] | ||||
Effective tax rate | (5.50%) | (118.10%) | 12.00% | 131.10% |
CARES ACT | ||||
Income Tax Contingency [Line Items] | ||||
Taxable income offset percentage | 100.00% | |||
CARES ACT | Minimum | ||||
Income Tax Contingency [Line Items] | ||||
Allowable business interest deduction percentage of adjusted taxable income | 30.00% | |||
CARES ACT | Maximum | ||||
Income Tax Contingency [Line Items] | ||||
Allowable business interest deduction percentage of adjusted taxable income | 50.00% |
(LOSS) EARNINGS PER COMMON SH_3
(LOSS) EARNINGS PER COMMON SHARE - Computation of Basic and Diluted (Loss) Earnings Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Basic (loss) earnings per common share: | ||||
Net (loss) income attributable to SAExploration | $ (5,594) | $ (6,432) | $ 3,055 | $ (4,119) |
Weighted average common shares outstanding | 9,969 | 7,919 | 9,968 | 7,761 |
Basic (loss) earnings per common share | $ (0.56) | $ (0.81) | $ 0.31 | $ (0.53) |
Diluted (loss) earnings per common share: | ||||
Net (loss) income attributable to SAExploration | $ (5,594) | $ (6,432) | $ 3,055 | $ (4,119) |
Weighted average common shares outstanding | 9,969 | 7,919 | 9,968 | 7,761 |
Effect of dilutive securities | 0 | 0 | 48 | 0 |
Weighted average common shares outstanding, as adjusted | 9,969 | 7,919 | 10,016 | 7,761 |
Diluted (loss) earnings per common share | $ (0.56) | $ (0.81) | $ 0.31 | $ (0.53) |
Anti-dilutive securities excluded from diluted earnings per common share | 10,702 | 11,177 | 10,496 | 11,177 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Level 3 - 2023 Notes - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Estimated Fair Value | ||
Fair Value Net Derivative Asset Liability Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Fair value of long-term debt | $ 16.4 | $ 42 |
Carrying Value | ||
Fair Value Net Derivative Asset Liability Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Long-term debt | $ 48.1 | $ 46.7 |
OTHER SUPPLEMENTAL INFORMATIO_2
OTHER SUPPLEMENTAL INFORMATION - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 28,166 | $ 5,441 | ||
Restricted cash | 76 | 74 | ||
Total cash, cash equivalents and restricted cash | $ 28,242 | $ 5,515 | $ 26,194 | $ 7,850 |
OTHER SUPPLEMENTAL INFORMATIO_3
OTHER SUPPLEMENTAL INFORMATION - Total Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||
Trade receivables | $ 18,878 | $ 50,447 | ||
Other receivables | 2,824 | 3,199 | ||
Total accounts receivable | 21,702 | 53,646 | ||
Less: allowance for doubtful accounts | (3,789) | (2,064) | $ (1,272) | $ (548) |
Total accounts receivable, net | $ 17,913 | $ 51,582 |
OTHER SUPPLEMENTAL INFORMATIO_4
OTHER SUPPLEMENTAL INFORMATION - Changes in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Balance at beginning of year | $ 2,064 | $ 548 |
Provisions for doubtful accounts | 1,724 | 919 |
Cumulative translation adjustment | 1 | (195) |
Balance at end of period | $ 3,789 | $ 1,272 |
OTHER SUPPLEMENTAL INFORMATIO_5
OTHER SUPPLEMENTAL INFORMATION - Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Accrued payroll liabilities | $ 2,536 | $ 2,385 |
Accrued interest | 160 | 181 |
Other accrued liabilities | 2,816 | 3,468 |
Total accrued liabilities | $ 5,512 | $ 6,034 |
OTHER SUPPLEMENTAL INFORMATIO_6
OTHER SUPPLEMENTAL INFORMATION - Supplemental Cash Flows Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Cash paid for interest | $ 4,926 | $ 5,278 |
Cash paid for income taxes | $ 1,835 | $ (3) |
OTHER SUPPLEMENTAL INFORMATIO_7
OTHER SUPPLEMENTAL INFORMATION - Noncash Transactions (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Accrual for stock issued for services | $ 478 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | Jun. 30, 2020USD ($)holder | Jun. 30, 2020USD ($)holder | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)holder | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) |
Related Party Transaction [Line Items] | ||||||
Misappropriation of funds | $ 121,000 | $ 273,000 | ||||
Number of Indebtedness holders | holder | 3 | 3 | 3 | |||
Credit Facility | ||||||
Related Party Transaction [Line Items] | ||||||
Senior loan facility principal amount | $ 20,500,000 | $ 20,500,000 | $ 20,500,000 | $ 35,000,000 | ||
Percentage of indebtedness outstanding | 90.00% | |||||
Collectively owned percentage of common shares | 18.00% | |||||
6% Convertible Notes Due 2023 | ||||||
Related Party Transaction [Line Items] | ||||||
Senior loan facility principal amount | $ 60,000,000 | 60,000,000 | 60,000,000 | 60,000,000 | ||
Percentage of indebtedness outstanding | 90.00% | |||||
Collectively owned percentage of common shares | 76.00% | |||||
Senior Loan Facility | ||||||
Related Party Transaction [Line Items] | ||||||
Senior loan facility principal amount | $ 29,000,000 | 29,000,000 | 29,000,000 | $ 29,000,000 | ||
Percentage of indebtedness outstanding | 72.00% | |||||
Collectively owned percentage of common shares | 61.00% | |||||
SSI | Former Chief Executive Officer | 6% Convertible Notes Due 2023 | ||||||
Related Party Transaction [Line Items] | ||||||
Convertible notes principal amount | $ 500,000 | 500,000 | 500,000 | |||
SSI | Former Chief Executive Officer | Senior Loan Facility | ||||||
Related Party Transaction [Line Items] | ||||||
Senior loan facility principal amount | $ 1,000,000 | 1,000,000 | 1,000,000 | |||
RVI | Former Chief Financial Officer and General Counsel | ||||||
Related Party Transaction [Line Items] | ||||||
Misappropriation of funds | $ 0 | $ 0 | ||||
RVI | Former Chief Financial Officer and General Counsel | Legal and Professional Services | ||||||
Related Party Transaction [Line Items] | ||||||
Misappropriation of funds | $ 100,000 | $ 300,000 |
RELATED PARTY TRANSACTIONS - Su
RELATED PARTY TRANSACTIONS - Summary of Other Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Fairweather Science L L C | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction expense | $ 2 | $ 5 | $ 31 | |
Inupiate Resources Leasing L L C | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction expense | $ 92 | 150 | 230 | |
Inupiate Resources L L C | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction expense | 214 | 105 | 418 | 308 |
Summit Air Resources | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction expense | 2 | 37 | 32 | |
1856125 Alberta Ltd. | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction expense | $ 3 | $ 4 | $ 84 | $ 91 |
RELATED PARTY TRANSACTIONS - _2
RELATED PARTY TRANSACTIONS - Summary of Other Related Party Transactions (Parenthetical) (Details) $ in Millions | 1 Months Ended |
Jan. 31, 2020USD ($) | |
Inupiate Resources Leasing L L C | Member of Operations Management Team | Contract Labor | |
Related Party Transaction [Line Items] | |
Related party transaction, purchases of property equipment | $ 0.2 |
SUBSEQUENT EVENTS - Additional
SUBSEQUENT EVENTS - Additional Information (Details) shares in Thousands | Aug. 14, 2020holdershares | Jun. 30, 2020holdershares | Jun. 30, 2019shares |
Subsequent Event [Line Items] | |||
Number of warrants exercised | 136 | 737 | |
Number of Indebtedness holders | holder | 3 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Number of Indebtedness holders | holder | 1 | ||
Subsequent Event | Credit Facility | Senior Loan Facility and 2023 Notes | |||
Subsequent Event [Line Items] | |||
Common stock shares issued | 2,200 | ||
Subsequent Event | Credit Facility | Senior Loan Facility and 2023 Notes | Series C Warrants | |||
Subsequent Event [Line Items] | |||
Number of warrants exercised | 2,400 | ||
Subsequent Event | Credit Facility | Senior Loan Facility and 2023 Notes | Series D Warrants | |||
Subsequent Event [Line Items] | |||
Number of warrants exercised | 5,000 | ||
Subsequent Event | Credit Facility | Senior Loan Facility and 2023 Notes | Series E Warrants | |||
Subsequent Event [Line Items] | |||
Number of warrants exercised | 29,200 | ||
Subsequent Event | Credit Facility | Senior Loan Facility and 2023 Notes | Series F Warrants | |||
Subsequent Event [Line Items] | |||
Number of warrants exercised | 300 |