Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 06, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
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 | 13645 N. Promenade Blvd. | |
Entity Address, City or Town | Stafford | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77477 | |
City Area Code | 281 | |
Local Phone Number | 258-4400 | |
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 | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 21,987 | $ 5,441 |
Restricted cash | 75 | 74 |
Accounts receivable, net | 6,891 | 51,582 |
Deferred costs on contracts | 343 | 14,966 |
Prepaid expenses and other current assets | 6,903 | 5,324 |
Total current assets | 36,199 | 77,387 |
Property and equipment, net of accumulated depreciation and amortization of $98,011 and $92,204, respectively | 28,730 | 37,289 |
Multiclient seismic data library, net | 0 | 2,719 |
Operating lease right-of-use assets | 5,505 | 6,421 |
Goodwill | 1,720 | 1,766 |
Intangible assets, net of accumulated amortization of $1,522 and $1,270, respectively | 3,487 | 3,751 |
Tax credits receivable, net | 0 | 12,104 |
Other assets | 777 | 778 |
Total assets | 76,418 | 142,215 |
Current liabilities: | ||
Accounts payable | 1,485 | 30,966 |
Accrued liabilities | 3,506 | 6,526 |
Income and other taxes payable | 928 | 5,410 |
Operating lease liabilities | 1,517 | 2,576 |
Current portion of long-term debt and finance leases | 28,326 | 112,401 |
Deferred revenue | 633 | 8,724 |
Total current liabilities | 36,395 | 166,603 |
Long-term debt and finance leases | 0 | 7,145 |
Other long-term liabilities | 4,107 | 4,280 |
Liabilities subject to compromise | 99,755 | 0 |
Commitments and contingencies | ||
Stockholders' deficit: | ||
Common stock | 0 | 0 |
Additional paid-in capital | 239,677 | 240,068 |
Accumulated deficit | (301,495) | (274,535) |
Accumulated other comprehensive loss | (209) | (2,912) |
Treasury stock | (2,232) | (2,232) |
SAExploration stockholders’ deficit | (64,259) | (39,611) |
Noncontrolling interest | 420 | 3,798 |
Total stockholders’ deficit | (63,839) | (35,813) |
Total liabilities and stockholders’ deficit | $ 76,418 | $ 142,215 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Property and equipment, net of accumulated depreciation and amortization | $ 98,011 | $ 92,204 |
Intangible assets, net of accumulated amortization | $ 1,522 | $ 1,270 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenue from services | $ 2,171 | $ 23,274 | $ 163,370 | $ 205,866 |
Type of Revenue [Extensible List] | us-gaap:ServiceMember | us-gaap:ServiceMember | us-gaap:ServiceMember | us-gaap:ServiceMember |
Cost of services | $ 7,873 | $ 17,075 | $ 121,298 | $ 162,122 |
Type of Cost, Good or Service [Extensible List] | us-gaap:ServiceMember | us-gaap:ServiceMember | us-gaap:ServiceMember | us-gaap:ServiceMember |
Depreciation and amortization | $ 3,096 | $ 2,930 | $ 12,038 | $ 9,405 |
Gross (loss) profit | (8,798) | 3,269 | 30,034 | 34,339 |
Operating expenses: | ||||
Selling, general and administrative expenses | 5,917 | 13,698 | 27,329 | 33,806 |
Misappropriation of funds | 55 | 328 | ||
Total operating expenses | 5,917 | 13,753 | 27,329 | 34,134 |
Operating (loss) income | (14,715) | (10,484) | 2,705 | 205 |
Other (expense) income, net: | ||||
Interest expense, net | (2,635) | (3,714) | (9,950) | (10,843) |
Foreign exchange gain (loss), net | 109 | (1,351) | (4,665) | (851) |
Other income, net | 242 | 1,875 | 1,344 | 2,788 |
Reorganization expenses | (12,940) | (12,940) | ||
Total other expense, net | (15,224) | (3,190) | (26,211) | (8,906) |
Loss before income taxes | (29,939) | (13,674) | (23,506) | (8,701) |
Income taxes | 76 | (689) | 847 | 5,830 |
Net loss | (30,015) | (12,985) | (24,353) | (14,531) |
Less: net income attributable to noncontrolling interest | 2,607 | 2,573 | ||
Net loss attributable to SAExploration | $ (30,015) | $ (12,985) | $ (26,960) | $ (17,104) |
Loss per common share (basic and diluted) | $ (3.01) | $ (1.64) | $ (2.55) | $ (2.19) |
Weighted average common shares outstanding (basic and diluted) | 9,969 | 7,930 | 10,582 | 7,818 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net loss | $ (30,015) | $ (12,985) | $ (24,353) | $ (14,531) |
Foreign currency translation adjustment | 113 | 990 | 2,703 | 600 |
Comprehensive loss | (29,902) | (11,995) | (21,650) | (13,931) |
Less: comprehensive income attributable to noncontrolling interest | 0 | 0 | 2,607 | 2,573 |
Comprehensive loss attributable to SAExploration | $ (29,902) | $ (11,995) | $ (24,257) | $ (16,504) |
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 | (14,531) | (17,104) | (17,104) | 2,573 | |||
Other comprehensive income (loss) | 600 | 600 | 600 | ||||
Issuance of common stock | 578 | 578 | 578 | ||||
Purchase of treasury stock | (366) | (366) | (366) | ||||
Equity-based compensation cost | 2,344 | 2,344 | 2,344 | ||||
Distributions to noncontrolling interest | (2,250) | (2,250) | |||||
Ending balances at Sep. 30, 2019 | (30,989) | 235,583 | (266,453) | (2,435) | (2,232) | (35,537) | 4,548 |
Beginning balances at Jun. 30, 2019 | (18,189) | 235,638 | (253,468) | (3,425) | (2,232) | (23,487) | 5,298 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | (12,985) | (12,985) | (12,985) | ||||
Other comprehensive income (loss) | 990 | 990 | 990 | ||||
Equity-based compensation cost | (55) | (55) | (55) | ||||
Distributions to noncontrolling interest | (750) | (750) | |||||
Ending balances at Sep. 30, 2019 | (30,989) | 235,583 | (266,453) | (2,435) | (2,232) | (35,537) | 4,548 |
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 | (24,353) | (26,960) | (26,960) | 2,607 | |||
Other comprehensive income (loss) | 2,703 | 2,703 | 2,703 | ||||
Equity-based compensation cost | (391) | (391) | (391) | ||||
Distributions to noncontrolling interest | (5,985) | (5,985) | |||||
Ending balances at Sep. 30, 2020 | (63,839) | 239,677 | (301,495) | (209) | (2,232) | (64,259) | 420 |
Beginning balances at Jun. 30, 2020 | (33,245) | 240,366 | (271,480) | (322) | (2,232) | (33,668) | 423 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (loss) income | (30,015) | (30,015) | (30,015) | ||||
Other comprehensive income (loss) | 113 | 113 | 113 | ||||
Equity-based compensation cost | (689) | (689) | (689) | ||||
Distributions to noncontrolling interest | (3) | (3) | |||||
Ending balances at Sep. 30, 2020 | $ (63,839) | $ 239,677 | $ (301,495) | $ (209) | $ (2,232) | $ (64,259) | $ 420 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (24,353) | $ (14,531) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Tax credits returned to State of Alaska | 9,396 | 0 |
Reserve for potential tax credits monetization | 2,708 | 0 |
Tax credits used to offset production taxes | 0 | 1,094 |
Depreciation and amortization | 12,503 | 9,886 |
Equity-based compensation cost | (391) | 2,344 |
Provision for doubtful accounts | 1,645 | 1,619 |
Gain on sale of disposal and equipment | (284) | (648) |
Amortization of loan issuance costs and debt discounts | 2,785 | 2,835 |
Unrealized loss on foreign currency transactions | 4,709 | 610 |
Noncash reorganization expenses | 11,885 | 0 |
Deferred taxes | 0 | 2,023 |
Changes in operating assets and liabilities | 13,325 | (6,607) |
Net cash provided by (used in) operating activities | 33,928 | (1,375) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (1,150) | (1,158) |
Proceeds from disposal of property and equipment | 514 | 696 |
Net cash used in investing activities | (636) | (462) |
Cash flows from financing activities: | ||
Long-term debt and finance lease repayments | (16,890) | (7,604) |
Long-term debt borrowings | 6,801 | 17,666 |
Proceeds from issuance of common stock | 0 | 100 |
Purchase of treasury stock | 0 | (366) |
Distribution to noncontrolling interest | (5,985) | (2,250) |
Net cash (used in) provided by financing activities | (16,074) | 7,546 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (671) | 76 |
Net change in cash, cash equivalents and restricted cash | 16,547 | 5,785 |
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 | $ 22,062 | $ 13,635 |
GENERAL
GENERAL | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
GENERAL | NOTE 1. GENERAL Description of the Business SAExploration Holdings, Inc. (“we,” “our,” “us” or “SAEX”) 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. Voluntary Reorganization Under Chapter 11 of the Bankruptcy Code On August 27, 2020 (the “Petition Date”), we and certain of our wholly–owned direct and indirect subsidiaries (collectively, the “Debtors”) filed voluntary petitions (collectively, the “Petition” and the cases commenced thereby, the “Chapter 11 Cases”) seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) to pursue a Chapter 11 plan of reorganization (as amended, the “Plan”). The Chapter 11 Cases have been consolidated for procedural purposes only and are being administered jointly under the caption In re: SAExploration Holdings, Inc., et. al In connection with the Chapter 11 filing, we entered into a Restructuring Support Agreement (as amended, the “RSA”) with lenders of 100% of the principal amount outstanding under our credit facility, lenders of approximately 82.4% of the principal amount outstanding under our senior loan facility and holders of 100% of our 6.0% Senior Secured Convertible Notes due 2023 (the “2023 Notes”) (such lenders and holders referred to herein as the “Supporting Parties”) and a Backstop Commitment Agreement (as amended, the “BCA”) with the Supporting Parties (the “Backstop Parties”). On November 1, 2020, we entered into an Amendment to the RSA with certain of the Supporting Parties party thereto and an Amendment to the BCA with certain of the Backstop Parties party thereto. As amended, the RSA contemplates the restructuring (the “Restructuring”) of the Debtors pursuant to the Plan, which contemplates (i) the entry into a new first lien exit facility in an aggregate principal amount of $15.0 million with lenders under our existing credit facility and senior loan facility; (ii) the conversion of the existing credit facility into a new second lien exit facility in an aggregate principal amount of $20.5 million with the existing lenders; (iii) the elimination of $89.0 million of principal plus accrued interest with respect to our existing senior loan facility and 2023 Notes; and (iv) a rights offering (the “Rights Offering”) pursuant to which all eligible holders of loans under our existing credit facility and senior loan facility will be offered the opportunity to purchase loans to be advanced under the new first lien exit facility and shares of new common stock to be issued by reorganized SAEX for an aggregate purchase price of $15.0 million that will represent 95% of the outstanding new common stock to be issued by reorganized SAEX. Pursuant to the BCA, the Rights Offering will be backstopped by certain Backstop Parties who will receive a backstop commitment premium payable in new common stock that will represent 2.5% of the outstanding new common stock to be issued by reorganized SAEX as consideration for backstopping the Rights Offering or, if the BCA is terminated in certain circumstances, payable in the amount of approximately $0.9 million in cash. The new common stock to be issued by reorganized SAEX will be subject to further dilution by new common stock to be issued by reorganized SAEX in connection with a management incentive plan. The Plan also provides that holders of general unsecured claims and holders of our existing common stock and warrants to purchase our existing common stock will not receive any distribution in respect of such claims or common stock and warrants, respectively. Subject to Bankruptcy Court approval of the Plan and the satisfaction of certain conditions to the Plan and related transactions, we have proposed to consummate the Plan and emerge from Chapter 11 before the end of December 2020. There can be no assurances that the Plan will be approved or confirmed by the Bankruptcy Court by that time, or at all. As a result of the filing of the Chapter 11 Cases, the principal and interest due under our credit facility, our senior loan facility and our 2023 Notes became immediately due and payable. However, any efforts to enforce such payment obligations with respect to our credit facility, our senior loan facility and our 2023 Notes are automatically stayed as a result of the filing of the Chapter 11 Cases, and the creditors’ rights of enforcement in respect of such debt instruments will be subject to the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. We expect to continue our operations without interruption during the pendency of the Chapter 11 Cases. For the duration of the Restructuring and after the Chapter 11 Cases, our operations and our ability to develop and execute our business plan are subject to risks and uncertainties associated with the Restructuring and Chapter 11 Cases. Accounting Standards Codification 852–10, Reorganizations Liabilities Subject to Compromise Liabilities subject to compromise in our condensed consolidated financial statements include pre–petition liabilities that may be affected by a Chapter 11 plan at the amounts expected to be allowed, even if they may be settled for lesser amounts. If there is uncertainty about whether a secured claim is undersecured, or will be impaired under the Chapter 11 plan, the entire amount of the claim is included in liabilities subject to compromise. Difference between liabilities we have estimated and the claims to be filed will be investigated and resolved in connection with the claims resolution process in the Chapter 11 Cases. We will continue to evaluate these liabilities throughout the Chapter 11 Cases and adjust amounts as necessary. Such adjustments may be material. The components of “Liabilities subject to compromise” included in our unaudited condensed consolidated balance sheets are as follows: September 30, 2020 Long-term debt $ 95,829 Accrued liabilities 3,034 Accounts payable 892 Total $ 99,755 Costs of Reorganization The Debtors have incurred and will continue to incur significant costs associated with the Chapter 11 Cases. The amount of these costs, which are being expensed as incurred, are expected to significantly affect our results. The following table summarizes the components included in “Reorganization expenses” in our unaudited condensed consolidated statements of operations for the three months and nine months ended September 30: 2020 Long-term debt discounts and issuance costs $ 11,885 Advisory and professional fees 1,055 Total $ 12,940 Debtor Financial Statements Unaudited condensed consolidated financial statements of the Debtors are set forth below. All intercompany balances due between Debtor entities have been eliminated in consolidation. Intercompany balances between the Debtors and non–debtor affiliates have not been eliminated in the Debtors’ unaudited condensed consolidated financial statements. Unaudited Condensed Consolidated Balance Sheet September 30, 2020 ASSETS Current assets: Cash and cash equivalents $ 15,308 Restricted cash 31 Accounts receivable, net 3,611 Deferred costs on contracts 105 Prepaid expenses and other current assets 5,113 Total current assets 24,168 Property and equipment, net 27,754 Operating lease right-of-use assets 4,589 Intangible assets, net 3,116 Other assets 237 Accounts receivable from non-debtor affiliates 56,212 Investment in non-debtor affiliate 404 Total assets $ 116,480 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable $ 735 Accrued liabilities 2,308 Income and other taxes payable 1,846 Operating lease liabilities 1,244 Current portion of long-term debt 28,326 Deferred revenue 633 Total current liabilities 35,092 Other long-term liabilities 3,348 Liabilities subject to compromise 99,755 Commitments and contingencies Stockholders' deficit (21,715 ) Total liabilities and stockholders' deficit $ 116,480 Unaudited Condensed Consolidated Statement of Operations Nine Months Ended September 30, 2020 Revenue from services $ 96,448 Cost of services 67,691 Depreciation and amortization 8,891 Gross profit 19,866 Operating expenses - selling, general and administrative 22,626 Operating loss (2,760 ) Other expense, net (20,398 ) Loss before income taxes and equity in income of non-debtor affiliate (23,158 ) Income taxes 312 Loss before equity in income of non-debtor affiliate (23,470 ) Equity in income of non-debtor affiliate 2,504 Net loss $ (20,966 ) Unaudited Condensed Consolidated Statement of Cash Flows Nine Months Ended September 30, 2020 Cash flows from operating activities: Net loss $ (20,966 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 9,248 Equity-based compensation cost (391 ) Gain on sale of disposal and equipment (131 ) Amortization of loan issuance costs and debt discounts 2,785 Unrealized loss on foreign currency transactions 148 Noncash reorganization expenses 11,885 Equity in earnings of affiliate (2,504 ) Distributions from non-debtor affiliate 5,750 Changes in operating assets and liabilities 16,942 Net cash provided by operating activities 22,766 Cash flows from investing activities: Purchases of property and equipment (994 ) Proceeds from disposal of property and equipment 362 Investment in non-debtor affiliate (31 ) Net cash used in investing activities (663 ) Cash flows from financing activities: Long-term debt and finance lease repayments (16,890 ) Long-term debt borrowings 6,801 Intercompany lending 271 Net cash used in financing activities (9,818 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash (91 ) Net change in cash, cash equivalents and restricted cash 12,194 Cash, cash equivalents and restricted cash at the beginning of year 3,145 Cash, cash equivalents and restricted cash at the end of period $ 15,339 Going Concern Uncertainty Given the uncertainty surrounding the Chapter 11 Cases, there is substantial doubt about our ability to continue as a going concern. The accompanying unaudited condensed consolidated financial statements 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 variable interest entity (“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 periods 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. Certain amounts in our prior period unaudited condensed consolidated financial statements and related footnote disclosures have been reclassified to conform to the current year presentation. This reclassification had no impact on our financial condition, results of operations or cash flows. COVID–19 Pandemic and Market Conditions Our operations continue to be disrupted due to the circumstances surrounding the COVID–19 pandemic. The closure of non–essential business facilities and restrictions on travel put in place by governments around the world have significantly reduced economic activity. The oil and natural gas industry has experienced unprecedented price disruptions during 2020, due in part to significantly decreased demand as a result of the COVID–19 pandemic, as activity declined in the face of depressed oil pricing. As customers continue to revise their capital budgets in order to adjust spending levels in response to lower commodity prices, we have experienced a significant decline in demand for our services. Low oil prices and industry volatility are likely to continue through the near and long-term. As the global outbreak of the COVID–19 pandemic continues to rapidly evolve, management expects it to continue to materially and adversely affect our revenue, financial condition, profitability, and cash flow for an indeterminate period of time. New Accounting Standards to be Adopted No new accounting pronouncements issued or effective during the three months ended September 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 | 9 Months Ended |
Sep. 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 nine months ended September 30: 2020 2019 Balance at beginning of year $ 12,104 $ 13,198 Returned to State of Alaska (9,396 ) — Reserve for potential monetization (2,708 ) — Balance at end of period $ — $ 13,198 In the three months ended September 30, 2020, we increased the allowance on the remaining tax credits receivable balance by $2.7 million in order to fully reserve the receivable, as we believe that the monetization of the tax credits is no longer probable. As of September 30, 2020 and December 31, 2019, the tax credits receivable are net of an allowance of $30.4 million and $53.0 million, respectively. |
LONG_TERM DEBT AND FINANCE LEAS
LONG–TERM DEBT AND FINANCE LEASES | 9 Months Ended |
Sep. 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: September 30, 2020 December 31, 2019 Credit facility: Principal outstanding $ 20,500 $ 35,000 Unamortized debt issuance costs (108 ) (205 ) Carrying amount 20,392 34,795 Senior loan facility: Principal outstanding 29,000 29,000 Unamortized debt issuance costs — (1,232 ) Carrying amount 29,000 27,768 6% senior secured convertible notes due 2023: Principal outstanding 60,000 60,000 Unamortized debt discount and debt issuance costs — (13,341 ) Carrying amount 60,000 46,659 Secured note payable 7,934 9,974 Unsecured note payable 6,829 — Finance leases — 350 Total debt 124,155 119,546 Debt subject to compromise (95,829 ) — Total debt not subject to compromise 28,326 119,546 Current portion of long-term debt and finance leases (28,326 ) (112,401 ) Total long-term debt and finance leases $ — $ 7,145 The commencement of the Chapter 11 Cases described in Note 1 above Credit Facility 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 We are continuing to accrue interest on our credit facility with any accrued but unpaid interest to be paid upon our emergence from bankruptcy. Senior Loan Facility As of September 30, 2020, 2023 Notes As of September 30, 2020, Unsecured Note Payable 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. As of September 30, 2020, the PPP loan is reflected as “Liabilities subject to compromise” in our unaudited condensed consolidated financial statements with the carrying value equal to the face value of the debt. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 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 were scheduled to answer, move to dismiss, or otherwise respond to the amended complaint by October 9, 2020, with responsive briefing to be completed by February 5, 2021. As a result of the filing of the Chapter 11 Cases, the Court subsequently entered an order staying the entire case on September 2, 2020. 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. On October 8, 2020, the SEC filed a complaint against us and our former executive officers Jeffrey Hastings, Brent Whiteley, Brian Beatty, and Michael Scott (the “Former Executives”) in the U.S. District Court for the Southern District of New York (the “Court”) captioned U.S. Securities and Exchange Commission, v. SAExploration Holdings, Inc. et al. Civil Action No. 1:20–CV–8423 (the “SEC Lawsuit”) arising out of the actions of the Former Executives. The SEC Lawsuit charged us and charges the Former Executives with violating Section 17(a)(1) and (3) of the Securities Act and Section 10(b) of the Exchange Act of 1934, and Rule 10b–5(a) and (c) thereunder. It further charged us with violating Securities Act Section 17(a)(2) and Exchange Act Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B), and Rules 10b–5(b), 12b–20, 13a–1, 13a–11, 13a–13 thereunder, and that the Former Executives aided and abetted those violations. Additionally, the SEC Lawsuit charges the Former Executives with violating Exchange Act Section 13(b)(5) and Rule 13b2–1 thereunder, and Messrs. Hastings, Whiteley, and Beatty with also violating Exchange Act Rules 10b–5(b), 13a–14, and 13b2–2. The SEC sought a permanent injunction against us from violating the aforementioned provisions, but did not seek any monetary relief against us. From the Former Executives, the SEC seeks permanent injunctions as well as civil penalties, disgorgement of allegedly ill–gotten gains with prejudgment interest, and officer–and–director bars against each of them. Additionally, the SEC seeks to have Messrs. Hastings, Whiteley, and Beatty reimburse us for incentive–based compensation pursuant to Section 304(a) of the Sarbanes–Oxley Act of 2002. The Department of Justice, U.S. Attorney’s Office for the Southern District of New York (the “DOJ”) also announced criminal charges against Mr. Hastings in a parallel action on the same day. On November 5, 2020, we and the SEC filed with the Court a joint motion for entry of a consent judgment and our consent (the “Consent”) to resolve all allegations pertaining to us with respect to the SEC Lawsuit described above. Pursuant the Consent, without admitting or denying the allegations of the SEC Lawsuit, we consented to the entry of a final judgment (the “Proposed Judgment”) that permanently enjoins us from violating the sections of the federal securities laws listed in the SEC Lawsuit, but that does not impose any monetary penalty on us. The Proposed Judgment, when entered, will resolve all allegations pertaining to us with respect to the SEC Lawsuit. The actions taken by the SEC and the DOJ described above are based upon their investigation of certain matters, including with respect to revenue recognition, accounts receivable, and tax credits. We have been cooperating and intend to continue to cooperate with the SEC and the DOJ in their litigations and/or investigations. We are currently unable to predict the eventual scope, duration or outcome with the SEC and the DOJ or whether it could have a material impact on our financial position, results of operations, or cash flows. The DOR is conducting an investigation with respect to our determination that ASV is a VIE and related Alaska tax credit certificates. On October 27, 2020, the DOR filed a notice with the Bankruptcy Court notifying the Debtors and others that the tax credits held by the Debtors in the Chapter 11 Cases may be valueless based on allegations of criminal fraud in obtaining the credits and that it is highly likely that the DOR will determine that the tax credits are valueless. We have been cooperating, and intend to continue to cooperate, with the DOR in its investigation. We are unable to predict the eventual scope and duration of the DOR’s investigation, or the outcome with the DOR 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 | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 5. STOCKHOLDERS' EQUITY As of September 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 2,312 746 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 September 30 6,820 4,508 Shares held as treasury stock: Balance as of January 1 208 111 Purchase of treasury stock — 97 Balance as of September 30 208 208 Shares outstanding as of September 30 6,612 4,300 In January 2020, we issued 0.4 million of our Series F warrants upon receipt of NASDAQ approval of the issuance. In the nine months ended September 30, 2020, 39.8 million Series C warrants, Series D warrants, Series E warrants and Series F warrants were exercised. As of September 30, 2020, we have 34.0 million warrants outstanding, which are potentially exercisable into 2.2 million shares of our common stock. In accordance with the RSA and the Plan, our existing common stock and warrants to purchase our common stock will be extinguished upon emergence from bankruptcy, and our existing equity holders will not receive any type of consideration in respect of their equity interests. |
REVENUE FROM SERVICES
REVENUE FROM SERVICES | 9 Months Ended |
Sep. 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 nine months ended September 30: 2020 2019 Balance at beginning of year $ 14,966 $ 3,746 Fulfillment costs incurred 9,256 10,561 Amortization of fulfillment costs (23,879 ) (8,947 ) Balance at end of period $ 343 $ 5,360 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 nine months ended September 30: 2020 2019 Balance at beginning of year $ 8,724 $ 4,357 Cash received, excluding amounts recognized as revenue from services 12,959 13,674 Amounts recognized as revenue from services (21,050 ) (12,599 ) Balance at end of period $ 633 $ 5,432 Disaggregated Revenue The following table disaggregates our revenue by major source: 2020 2019 Land Marine Total Land Marine Total Three Months Ended September 30: North America $ 2,163 $ — $ 2,163 $ 20,481 $ — $ 20,481 South America — — — 2,160 — 2,160 Asia Pacific — 8 8 301 332 633 Total $ 2,163 $ 8 $ 2,171 $ 22,942 $ 332 $ 23,274 Nine Months Ended September 30: North America $ 122,637 $ — $ 122,637 $ 109,910 $ — $ 109,910 South America 1,415 7,807 9,222 2,911 — 2,911 Asia Pacific 182 24,973 25,155 2,262 90,783 93,045 West Africa — 6,356 6,356 — — — Total $ 124,234 $ 39,136 $ 163,370 $ 115,083 $ 90,783 $ 205,866 Remaining Performance Obligations As of September 30, 2020, we had $68.5 million of remaining performance obligations. We expect to recognize revenue of approximately 1% of these performance obligations in 2020, approximately 44% in 2021 and the remaining approximately 55% in 2022. |
EQUITY-BASED COMPENSATION
EQUITY-BASED COMPENSATION | 9 Months Ended |
Sep. 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 $(0.7) million and $(0.1) million in the three months ended September 30, 2020 and 2019, respectively, and $(0.4) million and $2.3 million in the nine months ended September 30, 2020 and 2019, respectively. Included in these costs for each of the three months and nine months ended September 30, 2020 and 2019 is $(0.8) million related to the forfeiture of equity–based compensation. These costs are included in “Selling, general and administrative expenses” on our unaudited condensed consolidated statements of operations. As of September 30, 2020, we had $0.1 million of unrecognized equity–based compensation cost, which is expected to be recognized over a weighted average period of 0.6 years. |
LEASES
LEASES | 9 Months Ended |
Sep. 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 September 30, 2020 December 31, 2019 Assets: Operating lease right-of-use assets Operating lease right-of-use assets $ 5,505 $ 6,421 Finance lease assets Property and equipment, net — 324 Total lease assets $ 5,505 $ 6,745 Liabilities: Current: Operating lease liabilities Operating lease liabilities $ 1,517 $ 2,576 Finance lease liabilities Current portion of long-term debt and finance leases — 350 Long-term - operating lease liabilities Other long-term liabilities 4,107 3,980 Total lease liabilities $ 5,624 $ 6,906 The components of lease expense on our unaudited condensed consolidated statement of operations are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Operating lease expense: Operating lease expense (1) $ 696 $ 1,294 $ 3,103 $ 3,958 Finance lease expense: Amortization of leased assets $ — $ 221 $ 324 $ 664 Interest on lease liabilities — 24 10 93 Total finance lease expense $ — $ 245 $ 334 $ 757 Total lease expense $ 696 $ 1,539 $ 3,437 $ 4,715 (1) Includes short–term leases and variable lease costs, both of which are immaterial. As of September 30, 2020, our operating leases have a weighted average remaining lease term of 3.9 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 for the nine months ended September 30: 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,337 $ 2,583 Operating cash flows from finance leases 10 93 Financing cash flows from finance leases 350 652 Operating lease right-of-use assets obtained in exchange for new operating lease liabilities 744 162 As of September 30, 2020, the maturities of the liabilities related to our operating leases are as follows: Three months ended December 31, 2020 $ 549 2021 1,958 2022 1,615 2023 1,461 2024 1,002 Thereafter 613 Total minimum lease payments 7,198 Less interest 1,574 Present value of lease liabilities 5,624 Less current lease liabilities 1,517 Long-term lease liabilities $ 4,107 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 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 (0.3)% and 5.0% for the three months ended September 30, 2020 and 2019, respectively, and (3.6)% and (67.0)% for the nine months ended September 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 PER COMMON SHARE
LOSS PER COMMON SHARE | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
LOSS PER COMMON SHARE | NOTE 10. LOSS PER COMMON SHARE The computation of basic and diluted loss per common share is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net loss attributable to SAExploration $ (30,015 ) $ (12,985 ) $ (26,960 ) $ (17,104 ) Weighted average common shares outstanding (basic and diluted) 9,969 7,930 10,582 7,818 Loss per share available to common stockholders (basic and diluted) $ (3.01 ) $ (1.64 ) $ (2.55 ) $ (2.19 ) Potentially antidilutive shares excluded from diluted loss available to common stockholders (1) 10,672 11,026 10,689 11,026 (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 | 9 Months Ended |
Sep. 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 September 30, 2020, the estimated fair value and carrying value of our 2023 Notes was $6.5 million and $60.0 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 | 9 Months Ended |
Sep. 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: September 30, 2020 December 31, 2019 Cash and cash equivalents $ 21,987 $ 5,441 Restricted cash 75 74 Total cash, cash equivalents and restricted cash $ 22,062 $ 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: September 30, 2020 December 31, 2019 Trade receivables $ 8,121 $ 50,447 Other receivables 2,547 3,199 Total accounts receivable 10,668 53,646 Less: allowance for doubtful accounts (3,777 ) (2,064 ) Total accounts receivable, net $ 6,891 $ 51,582 Allowance for Doubtful Accounts Changes in the allowance for doubtful accounts are as follows for the nine months ended September 30: 2020 2019 Balance at beginning of year $ 2,064 $ 548 Provisions for doubtful accounts 1,645 1,619 Cumulative translation adjustment 68 (232 ) Balance at end of period $ 3,777 $ 1,935 Accrued Liabilities Accrued liabilities are comprised of the following: September 30, 2020 December 31, 2019 Accrued payroll liabilities $ 2,637 $ 2,877 Accrued interest 218 181 Other accrued liabilities 651 3,468 Total accrued liabilities $ 3,506 $ 6,526 Other accrued liabilities primarily consist of accruals for project related expenses. Supplemental Cash Flows Information Supplemental cash flows information is as follows for the nine months ended September 30: 2020 2019 Cash paid for interest $ 5,446 $ 8,115 Cash paid for income taxes 2,792 266 Noncash Transactions Supplemental noncash transactions are as follows as of September 30: 2020 2019 Accrual for stock issued for services $ — $ 478 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 13. RELATED PARTY TRANSACTIONS As of September 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 nine months ended September 30, 2020. In the three months and nine months ended September 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. Other related party transactions are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Fairweather Science, LLC (1) $ 95 $ — $ 100 $ 31 Inupiate Resources Leasing LLC (2) $ — $ 18 $ 150 $ 248 Inupiate Resources LLC (3) $ 1 $ 3 $ 419 $ 337 Summit Air Resources (4) $ — $ — $ 37 $ 32 1856125 Alberta Ltd. (5) $ — $ 4 $ 84 $ 91 Woodstone Builders LLC. (6) $ — $ 91 $ — $ 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) Three members of our operations 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. (4) (5) A family member of one of our former officers owns 1856125 Alberta Ltd., which provides us with certain equipment and mechanical services. (6) Mr. Whiteley, or a former immediate family member of Mr. Whiteley, is an owner of Woodstone Builders LLC which provided us construction services. ASV is a VIE indirectly owned and/or controlled by Mr. Hastings and Mr. Whiteley. As of September 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 39% of the shares of our outstanding common stock, 55% 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 73% 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 | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14. SUBSEQUENT EVENTS 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 material items that required recognition or disclosure in our unaudited condensed consolidated financial statements. |
GENERAL (Policies)
GENERAL (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Voluntary Reorganization Under Chapter 11 of the Bankruptcy Code | Voluntary Reorganization Under Chapter 11 of the Bankruptcy Code On August 27, 2020 (the “Petition Date”), we and certain of our wholly–owned direct and indirect subsidiaries (collectively, the “Debtors”) filed voluntary petitions (collectively, the “Petition” and the cases commenced thereby, the “Chapter 11 Cases”) seeking relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) to pursue a Chapter 11 plan of reorganization (as amended, the “Plan”). The Chapter 11 Cases have been consolidated for procedural purposes only and are being administered jointly under the caption In re: SAExploration Holdings, Inc., et. al In connection with the Chapter 11 filing, we entered into a Restructuring Support Agreement (as amended, the “RSA”) with lenders of 100% of the principal amount outstanding under our credit facility, lenders of approximately 82.4% of the principal amount outstanding under our senior loan facility and holders of 100% of our 6.0% Senior Secured Convertible Notes due 2023 (the “2023 Notes”) (such lenders and holders referred to herein as the “Supporting Parties”) and a Backstop Commitment Agreement (as amended, the “BCA”) with the Supporting Parties (the “Backstop Parties”). On November 1, 2020, we entered into an Amendment to the RSA with certain of the Supporting Parties party thereto and an Amendment to the BCA with certain of the Backstop Parties party thereto. As amended, the RSA contemplates the restructuring (the “Restructuring”) of the Debtors pursuant to the Plan, which contemplates (i) the entry into a new first lien exit facility in an aggregate principal amount of $15.0 million with lenders under our existing credit facility and senior loan facility; (ii) the conversion of the existing credit facility into a new second lien exit facility in an aggregate principal amount of $20.5 million with the existing lenders; (iii) the elimination of $89.0 million of principal plus accrued interest with respect to our existing senior loan facility and 2023 Notes; and (iv) a rights offering (the “Rights Offering”) pursuant to which all eligible holders of loans under our existing credit facility and senior loan facility will be offered the opportunity to purchase loans to be advanced under the new first lien exit facility and shares of new common stock to be issued by reorganized SAEX for an aggregate purchase price of $15.0 million that will represent 95% of the outstanding new common stock to be issued by reorganized SAEX. Pursuant to the BCA, the Rights Offering will be backstopped by certain Backstop Parties who will receive a backstop commitment premium payable in new common stock that will represent 2.5% of the outstanding new common stock to be issued by reorganized SAEX as consideration for backstopping the Rights Offering or, if the BCA is terminated in certain circumstances, payable in the amount of approximately $0.9 million in cash. The new common stock to be issued by reorganized SAEX will be subject to further dilution by new common stock to be issued by reorganized SAEX in connection with a management incentive plan. The Plan also provides that holders of general unsecured claims and holders of our existing common stock and warrants to purchase our existing common stock will not receive any distribution in respect of such claims or common stock and warrants, respectively. Subject to Bankruptcy Court approval of the Plan and the satisfaction of certain conditions to the Plan and related transactions, we have proposed to consummate the Plan and emerge from Chapter 11 before the end of December 2020. There can be no assurances that the Plan will be approved or confirmed by the Bankruptcy Court by that time, or at all. As a result of the filing of the Chapter 11 Cases, the principal and interest due under our credit facility, our senior loan facility and our 2023 Notes became immediately due and payable. However, any efforts to enforce such payment obligations with respect to our credit facility, our senior loan facility and our 2023 Notes are automatically stayed as a result of the filing of the Chapter 11 Cases, and the creditors’ rights of enforcement in respect of such debt instruments will be subject to the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. We expect to continue our operations without interruption during the pendency of the Chapter 11 Cases. For the duration of the Restructuring and after the Chapter 11 Cases, our operations and our ability to develop and execute our business plan are subject to risks and uncertainties associated with the Restructuring and Chapter 11 Cases. Accounting Standards Codification 852–10, Reorganizations Liabilities Subject to Compromise Liabilities subject to compromise in our condensed consolidated financial statements include pre–petition liabilities that may be affected by a Chapter 11 plan at the amounts expected to be allowed, even if they may be settled for lesser amounts. If there is uncertainty about whether a secured claim is undersecured, or will be impaired under the Chapter 11 plan, the entire amount of the claim is included in liabilities subject to compromise. Difference between liabilities we have estimated and the claims to be filed will be investigated and resolved in connection with the claims resolution process in the Chapter 11 Cases. We will continue to evaluate these liabilities throughout the Chapter 11 Cases and adjust amounts as necessary. Such adjustments may be material. The components of “Liabilities subject to compromise” included in our unaudited condensed consolidated balance sheets are as follows: September 30, 2020 Long-term debt $ 95,829 Accrued liabilities 3,034 Accounts payable 892 Total $ 99,755 Costs of Reorganization The Debtors have incurred and will continue to incur significant costs associated with the Chapter 11 Cases. The amount of these costs, which are being expensed as incurred, are expected to significantly affect our results. The following table summarizes the components included in “Reorganization expenses” in our unaudited condensed consolidated statements of operations for the three months and nine months ended September 30: 2020 Long-term debt discounts and issuance costs $ 11,885 Advisory and professional fees 1,055 Total $ 12,940 Debtor Financial Statements Unaudited condensed consolidated financial statements of the Debtors are set forth below. All intercompany balances due between Debtor entities have been eliminated in consolidation. Intercompany balances between the Debtors and non–debtor affiliates have not been eliminated in the Debtors’ unaudited condensed consolidated financial statements. Unaudited Condensed Consolidated Balance Sheet September 30, 2020 ASSETS Current assets: Cash and cash equivalents $ 15,308 Restricted cash 31 Accounts receivable, net 3,611 Deferred costs on contracts 105 Prepaid expenses and other current assets 5,113 Total current assets 24,168 Property and equipment, net 27,754 Operating lease right-of-use assets 4,589 Intangible assets, net 3,116 Other assets 237 Accounts receivable from non-debtor affiliates 56,212 Investment in non-debtor affiliate 404 Total assets $ 116,480 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable $ 735 Accrued liabilities 2,308 Income and other taxes payable 1,846 Operating lease liabilities 1,244 Current portion of long-term debt 28,326 Deferred revenue 633 Total current liabilities 35,092 Other long-term liabilities 3,348 Liabilities subject to compromise 99,755 Commitments and contingencies Stockholders' deficit (21,715 ) Total liabilities and stockholders' deficit $ 116,480 Unaudited Condensed Consolidated Statement of Operations Nine Months Ended September 30, 2020 Revenue from services $ 96,448 Cost of services 67,691 Depreciation and amortization 8,891 Gross profit 19,866 Operating expenses - selling, general and administrative 22,626 Operating loss (2,760 ) Other expense, net (20,398 ) Loss before income taxes and equity in income of non-debtor affiliate (23,158 ) Income taxes 312 Loss before equity in income of non-debtor affiliate (23,470 ) Equity in income of non-debtor affiliate 2,504 Net loss $ (20,966 ) Unaudited Condensed Consolidated Statement of Cash Flows Nine Months Ended September 30, 2020 Cash flows from operating activities: Net loss $ (20,966 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 9,248 Equity-based compensation cost (391 ) Gain on sale of disposal and equipment (131 ) Amortization of loan issuance costs and debt discounts 2,785 Unrealized loss on foreign currency transactions 148 Noncash reorganization expenses 11,885 Equity in earnings of affiliate (2,504 ) Distributions from non-debtor affiliate 5,750 Changes in operating assets and liabilities 16,942 Net cash provided by operating activities 22,766 Cash flows from investing activities: Purchases of property and equipment (994 ) Proceeds from disposal of property and equipment 362 Investment in non-debtor affiliate (31 ) Net cash used in investing activities (663 ) Cash flows from financing activities: Long-term debt and finance lease repayments (16,890 ) Long-term debt borrowings 6,801 Intercompany lending 271 Net cash used in financing activities (9,818 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash (91 ) Net change in cash, cash equivalents and restricted cash 12,194 Cash, cash equivalents and restricted cash at the beginning of year 3,145 Cash, cash equivalents and restricted cash at the end of period $ 15,339 |
Going Concern Uncertainty | Going Concern Uncertainty Given the uncertainty surrounding the Chapter 11 Cases, there is substantial doubt about our ability to continue as a going concern. The accompanying unaudited condensed consolidated financial statements |
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 variable interest entity (“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 periods 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. Certain amounts in our prior period unaudited condensed consolidated financial statements and related footnote disclosures have been reclassified to conform to the current year presentation. This reclassification had no impact on our financial condition, results of operations or cash flows. |
COVID-19 Pandemic and Market Conditions | COVID–19 Pandemic and Market Conditions Our operations continue to be disrupted due to the circumstances surrounding the COVID–19 pandemic. The closure of non–essential business facilities and restrictions on travel put in place by governments around the world have significantly reduced economic activity. The oil and natural gas industry has experienced unprecedented price disruptions during 2020, due in part to significantly decreased demand as a result of the COVID–19 pandemic, as activity declined in the face of depressed oil pricing. As customers continue to revise their capital budgets in order to adjust spending levels in response to lower commodity prices, we have experienced a significant decline in demand for our services. Low oil prices and industry volatility are likely to continue through the near and long-term. As the global outbreak of the COVID–19 pandemic continues to rapidly evolve, management expects it to continue to materially and adversely affect our revenue, financial condition, profitability, and cash flow for an indeterminate period of time. |
New Accounting Standards to be Adopted | New Accounting Standards to be Adopted No new accounting pronouncements issued or effective during the three months ended September 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) | 9 Months Ended |
Sep. 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. |
GENERAL (Tables)
GENERAL (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Components of Liabilities Subject to Compromise Included in Unaudited Condensed Consolidated Balance Sheets | The components of “Liabilities subject to compromise” included in our unaudited condensed consolidated balance sheets are as follows: September 30, 2020 Long-term debt $ 95,829 Accrued liabilities 3,034 Accounts payable 892 Total $ 99,755 |
Summary of Components Included in Reorganization Expenses in Unaudited Condensed Consolidated Statements of Operations | The following table summarizes the components included in “Reorganization expenses” in our unaudited condensed consolidated statements of operations for the three months and nine months ended September 30: 2020 Long-term debt discounts and issuance costs $ 11,885 Advisory and professional fees 1,055 Total $ 12,940 |
Summary of Debtor Financial Statements | Debtor Financial Statements Unaudited condensed consolidated financial statements of the Debtors are set forth below. All intercompany balances due between Debtor entities have been eliminated in consolidation. Intercompany balances between the Debtors and non–debtor affiliates have not been eliminated in the Debtors’ unaudited condensed consolidated financial statements. Unaudited Condensed Consolidated Balance Sheet September 30, 2020 ASSETS Current assets: Cash and cash equivalents $ 15,308 Restricted cash 31 Accounts receivable, net 3,611 Deferred costs on contracts 105 Prepaid expenses and other current assets 5,113 Total current assets 24,168 Property and equipment, net 27,754 Operating lease right-of-use assets 4,589 Intangible assets, net 3,116 Other assets 237 Accounts receivable from non-debtor affiliates 56,212 Investment in non-debtor affiliate 404 Total assets $ 116,480 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable $ 735 Accrued liabilities 2,308 Income and other taxes payable 1,846 Operating lease liabilities 1,244 Current portion of long-term debt 28,326 Deferred revenue 633 Total current liabilities 35,092 Other long-term liabilities 3,348 Liabilities subject to compromise 99,755 Commitments and contingencies Stockholders' deficit (21,715 ) Total liabilities and stockholders' deficit $ 116,480 Unaudited Condensed Consolidated Statement of Operations Nine Months Ended September 30, 2020 Revenue from services $ 96,448 Cost of services 67,691 Depreciation and amortization 8,891 Gross profit 19,866 Operating expenses - selling, general and administrative 22,626 Operating loss (2,760 ) Other expense, net (20,398 ) Loss before income taxes and equity in income of non-debtor affiliate (23,158 ) Income taxes 312 Loss before equity in income of non-debtor affiliate (23,470 ) Equity in income of non-debtor affiliate 2,504 Net loss $ (20,966 ) Unaudited Condensed Consolidated Statement of Cash Flows Nine Months Ended September 30, 2020 Cash flows from operating activities: Net loss $ (20,966 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 9,248 Equity-based compensation cost (391 ) Gain on sale of disposal and equipment (131 ) Amortization of loan issuance costs and debt discounts 2,785 Unrealized loss on foreign currency transactions 148 Noncash reorganization expenses 11,885 Equity in earnings of affiliate (2,504 ) Distributions from non-debtor affiliate 5,750 Changes in operating assets and liabilities 16,942 Net cash provided by operating activities 22,766 Cash flows from investing activities: Purchases of property and equipment (994 ) Proceeds from disposal of property and equipment 362 Investment in non-debtor affiliate (31 ) Net cash used in investing activities (663 ) Cash flows from financing activities: Long-term debt and finance lease repayments (16,890 ) Long-term debt borrowings 6,801 Intercompany lending 271 Net cash used in financing activities (9,818 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash (91 ) Net change in cash, cash equivalents and restricted cash 12,194 Cash, cash equivalents and restricted cash at the beginning of year 3,145 Cash, cash equivalents and restricted cash at the end of period $ 15,339 |
TAX CREDITS RECEIVABLE, NET (Ta
TAX CREDITS RECEIVABLE, NET (Tables) | 9 Months Ended |
Sep. 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 nine months ended September 30: 2020 2019 Balance at beginning of year $ 12,104 $ 13,198 Returned to State of Alaska (9,396 ) — Reserve for potential monetization (2,708 ) — Balance at end of period $ — $ 13,198 |
LONG-TERM DEBT AND FINANCE LEAS
LONG-TERM DEBT AND FINANCE LEASES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Long-term Debt And Finance Leases | Long–term debt and finance leases consisted of the following: September 30, 2020 December 31, 2019 Credit facility: Principal outstanding $ 20,500 $ 35,000 Unamortized debt issuance costs (108 ) (205 ) Carrying amount 20,392 34,795 Senior loan facility: Principal outstanding 29,000 29,000 Unamortized debt issuance costs — (1,232 ) Carrying amount 29,000 27,768 6% senior secured convertible notes due 2023: Principal outstanding 60,000 60,000 Unamortized debt discount and debt issuance costs — (13,341 ) Carrying amount 60,000 46,659 Secured note payable 7,934 9,974 Unsecured note payable 6,829 — Finance leases — 350 Total debt 124,155 119,546 Debt subject to compromise (95,829 ) — Total debt not subject to compromise 28,326 119,546 Current portion of long-term debt and finance leases (28,326 ) (112,401 ) Total long-term debt and finance leases $ — $ 7,145 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 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 2,312 746 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 September 30 6,820 4,508 Shares held as treasury stock: Balance as of January 1 208 111 Purchase of treasury stock — 97 Balance as of September 30 208 208 Shares outstanding as of September 30 6,612 4,300 |
REVENUE FROM SERVICES (Tables)
REVENUE FROM SERVICES (Tables) | 9 Months Ended |
Sep. 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 nine months ended September 30: 2020 2019 Balance at beginning of year $ 14,966 $ 3,746 Fulfillment costs incurred 9,256 10,561 Amortization of fulfillment costs (23,879 ) (8,947 ) Balance at end of period $ 343 $ 5,360 |
Schedule of Change in Deferred Revenue | Changes in our deferred revenue are as follows for the nine months ended September 30: 2020 2019 Balance at beginning of year $ 8,724 $ 4,357 Cash received, excluding amounts recognized as revenue from services 12,959 13,674 Amounts recognized as revenue from services (21,050 ) (12,599 ) Balance at end of period $ 633 $ 5,432 |
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 September 30: North America $ 2,163 $ — $ 2,163 $ 20,481 $ — $ 20,481 South America — — — 2,160 — 2,160 Asia Pacific — 8 8 301 332 633 Total $ 2,163 $ 8 $ 2,171 $ 22,942 $ 332 $ 23,274 Nine Months Ended September 30: North America $ 122,637 $ — $ 122,637 $ 109,910 $ — $ 109,910 South America 1,415 7,807 9,222 2,911 — 2,911 Asia Pacific 182 24,973 25,155 2,262 90,783 93,045 West Africa — 6,356 6,356 — — — Total $ 124,234 $ 39,136 $ 163,370 $ 115,083 $ 90,783 $ 205,866 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 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 September 30, 2020 December 31, 2019 Assets: Operating lease right-of-use assets Operating lease right-of-use assets $ 5,505 $ 6,421 Finance lease assets Property and equipment, net — 324 Total lease assets $ 5,505 $ 6,745 Liabilities: Current: Operating lease liabilities Operating lease liabilities $ 1,517 $ 2,576 Finance lease liabilities Current portion of long-term debt and finance leases — 350 Long-term - operating lease liabilities Other long-term liabilities 4,107 3,980 Total lease liabilities $ 5,624 $ 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 September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Operating lease expense: Operating lease expense (1) $ 696 $ 1,294 $ 3,103 $ 3,958 Finance lease expense: Amortization of leased assets $ — $ 221 $ 324 $ 664 Interest on lease liabilities — 24 10 93 Total finance lease expense $ — $ 245 $ 334 $ 757 Total lease expense $ 696 $ 1,539 $ 3,437 $ 4,715 (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 for the nine months ended September 30: 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,337 $ 2,583 Operating cash flows from finance leases 10 93 Financing cash flows from finance leases 350 652 Operating lease right-of-use assets obtained in exchange for new operating lease liabilities 744 162 |
Schedule of Maturities of Liabilities Related to Operating Leases | As of September 30, 2020, the maturities of the liabilities related to our operating leases are as follows: Three months ended December 31, 2020 $ 549 2021 1,958 2022 1,615 2023 1,461 2024 1,002 Thereafter 613 Total minimum lease payments 7,198 Less interest 1,574 Present value of lease liabilities 5,624 Less current lease liabilities 1,517 Long-term lease liabilities $ 4,107 |
LOSS PER COMMON SHARE (Tables)
LOSS PER COMMON SHARE (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Loss Per Common Share | The computation of basic and diluted loss per common share is as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net loss attributable to SAExploration $ (30,015 ) $ (12,985 ) $ (26,960 ) $ (17,104 ) Weighted average common shares outstanding (basic and diluted) 9,969 7,930 10,582 7,818 Loss per share available to common stockholders (basic and diluted) $ (3.01 ) $ (1.64 ) $ (2.55 ) $ (2.19 ) Potentially antidilutive shares excluded from diluted loss available to common stockholders (1) 10,672 11,026 10,689 11,026 (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) | 9 Months Ended |
Sep. 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: September 30, 2020 December 31, 2019 Cash and cash equivalents $ 21,987 $ 5,441 Restricted cash 75 74 Total cash, cash equivalents and restricted cash $ 22,062 $ 5,515 |
Schedule of total accounts receivable, net | Total accounts receivable, net is comprised of the following: September 30, 2020 December 31, 2019 Trade receivables $ 8,121 $ 50,447 Other receivables 2,547 3,199 Total accounts receivable 10,668 53,646 Less: allowance for doubtful accounts (3,777 ) (2,064 ) Total accounts receivable, net $ 6,891 $ 51,582 |
Schedule of changes in allowance for doubtful accounts | Changes in the allowance for doubtful accounts are as follows for the nine months ended September 30: 2020 2019 Balance at beginning of year $ 2,064 $ 548 Provisions for doubtful accounts 1,645 1,619 Cumulative translation adjustment 68 (232 ) Balance at end of period $ 3,777 $ 1,935 |
Schedule of accrued liabilities | Accrued liabilities are comprised of the following: September 30, 2020 December 31, 2019 Accrued payroll liabilities $ 2,637 $ 2,877 Accrued interest 218 181 Other accrued liabilities 651 3,468 Total accrued liabilities $ 3,506 $ 6,526 |
Schedule of supplemental cash flows information | Supplemental cash flows information is as follows for the nine months ended September 30: 2020 2019 Cash paid for interest $ 5,446 $ 8,115 Cash paid for income taxes 2,792 266 |
Schedule of noncash transactions | Supplemental noncash transactions are as follows as of September 30: 2020 2019 Accrual for stock issued for services $ — $ 478 |
RELATED PARTY TRANSACTIONS (Tab
RELATED PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Summary of Other Related Party Transactions | Other related party transactions are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Fairweather Science, LLC (1) $ 95 $ — $ 100 $ 31 Inupiate Resources Leasing LLC (2) $ — $ 18 $ 150 $ 248 Inupiate Resources LLC (3) $ 1 $ 3 $ 419 $ 337 Summit Air Resources (4) $ — $ — $ 37 $ 32 1856125 Alberta Ltd. (5) $ — $ 4 $ 84 $ 91 Woodstone Builders LLC. (6) $ — $ 91 $ — $ 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) Three members of our operations 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. (4) (5) A family member of one of our former officers owns 1856125 Alberta Ltd., which provides us with certain equipment and mechanical services. (6) Mr. Whiteley, or a former immediate family member of Mr. Whiteley, is an owner of Woodstone Builders LLC which provided us construction services. |
GENERAL - Additional Informatio
GENERAL - Additional Information (Details) $ in Thousands | Aug. 27, 2020USD ($) | Sep. 30, 2020USD ($)segment | Dec. 31, 2019USD ($) |
Description of Business and Significant Accounting Policies [Line Items] | |||
Number of reportable segments | segment | 1 | ||
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 | |
Aggregate principal amount | $ 60,000 | $ 60,000 | |
Restructuring Support Agreement | |||
Description of Business and Significant Accounting Policies [Line Items] | |||
Plan of reorganization, date filed | Aug. 27, 2020 | ||
Bankruptcy proceedings, Court where petition was filed | United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) | ||
Percentage of outstanding new common stock to be issued to parties backstopping the rights offering | 2.50% | ||
Amount payable for outstanding new common stock to be issued to parties backstopping the rights offering | $ 900 | ||
Bankruptcy proceedings, description of proceedings | In connection with the Chapter 11 filing, we entered into a Restructuring Support Agreement (as amended, the “RSA”) with lenders of 100% of the principal amount outstanding under our credit facility, lenders of approximately 82.4% of the principal amount outstanding under our senior loan facility and holders of 100% of our 6.0% Senior Secured Convertible Notes due 2023 (the “2023 Notes”) (such lenders and holders referred to herein as the “Supporting Parties”) and a Backstop Commitment Agreement (as amended, the “BCA”) with the Supporting Parties (the “Backstop Parties”). On November 1, 2020, we entered into an Amendment to the RSA with certain of the Supporting Parties party thereto and an Amendment to the BCA with certain of the Backstop Parties party thereto. As amended, the RSA contemplates the restructuring (the “Restructuring”) of the Debtors pursuant to the Plan, which contemplates (i) the entry into a new first lien exit facility in an aggregate principal amount of $15.0 million with lenders under our existing credit facility and senior loan facility; (ii) the conversion of the existing credit facility into a new second lien exit facility in an aggregate principal amount of $20.5 million with the existing lenders; (iii) the elimination of $89.0 million of principal plus accrued interest with respect to our existing senior loan facility and 2023 Notes; and (iv) a rights offering (the “Rights Offering”) pursuant to which all eligible holders of loans under our existing credit facility and senior loan facility will be offered the opportunity to purchase loans to be advanced under the new first lien exit facility and shares of new common stock to be issued by reorganized SAEX for an aggregate purchase price of $15.0 million that will represent 95% of the outstanding new common stock to be issued by reorganized SAEX. Pursuant to the BCA, the Rights Offering will be backstopped by certain Backstop Parties who will receive a backstop commitment premium payable in new common stock that will represent 2.5% of the outstanding new common stock to be issued by reorganized SAEX as consideration for backstopping the Rights Offering or, if the BCA is terminated in certain circumstances, payable in the amount of approximately $0.9 million in cash. The new common stock to be issued by reorganized SAEX will be subject to further dilution by new common stock to be issued by reorganized SAEX in connection with a management incentive plan. The Plan also provides that holders of general unsecured claims and holders of our existing common stock and warrants to purchase our existing common stock will not receive any distribution in respect of such claims or common stock and warrants, respectively. | ||
Restructuring Support Agreement | Senior Loan Facility | |||
Description of Business and Significant Accounting Policies [Line Items] | |||
Percentage of outstanding principal amount | 82.40% | ||
Restructuring Support Agreement | 6% Convertible Notes Due 2023 | |||
Description of Business and Significant Accounting Policies [Line Items] | |||
Percentage of outstanding principal amount | 100.00% | ||
Debt stated interest rate percentage | 6.00% | ||
Debt, maturity year | 2023 | ||
Restructuring Support Agreement | Senior Loan Facility and 2023 Notes | |||
Description of Business and Significant Accounting Policies [Line Items] | |||
Debt instrument elimination of principal plus accrued interest amount | $ 89,000 | ||
Restructuring Support Agreement | Credit Facility | |||
Description of Business and Significant Accounting Policies [Line Items] | |||
Percentage of outstanding principal amount | 100.00% | ||
Restructuring Support Agreement | First Lien Exit Facility | |||
Description of Business and Significant Accounting Policies [Line Items] | |||
Aggregate principal amount | $ 15,000 | ||
Aggregate purchase price of common stock | $ 15,000 | ||
Percentage of outstanding new common stock to be issued to lenders | 95.00% | ||
Restructuring Support Agreement | Second Lien Exit Facility | |||
Description of Business and Significant Accounting Policies [Line Items] | |||
Aggregate principal amount | $ 20,500 |
GENERAL - Summary of Components
GENERAL - Summary of Components of Liabilities Subject to Compromise Included in Unaudited Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Liabilities Subject To Compromise [Abstract] | ||
Long-term debt | $ 95,829 | |
Accrued liabilities | 3,034 | |
Accounts payable | 892 | |
Total | $ 99,755 | $ 0 |
GENERAL - Summary of Componen_2
GENERAL - Summary of Components Included in Reorganization Expenses in Unaudited Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Reorganization Items [Abstract] | ||
Long-term debt discounts and issuance costs | $ 11,885 | |
Advisory and professional fees | 1,055 | |
Total | $ 12,940 | $ 12,940 |
GENERAL - Schedule of Unaudited
GENERAL - Schedule of Unaudited Condensed Consolidated Financial Statements of Debtors - Unaudited Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||||||
Cash and cash equivalents | $ 21,987 | $ 5,441 | ||||
Restricted cash | 75 | 74 | ||||
Accounts receivable, net | 6,891 | 51,582 | ||||
Deferred costs on contracts | 343 | 14,966 | $ 5,360 | $ 3,746 | ||
Prepaid expenses and other current assets | 6,903 | 5,324 | ||||
Total current assets | 36,199 | 77,387 | ||||
Property and equipment, net | 28,730 | 37,289 | ||||
Operating lease right-of-use assets | 5,505 | 6,421 | ||||
Intangible assets, net | 3,487 | 3,751 | ||||
Other assets | 777 | 778 | ||||
Total assets | 76,418 | 142,215 | ||||
Current liabilities: | ||||||
Accounts payable | 1,485 | 30,966 | ||||
Accrued liabilities | 3,506 | 6,526 | ||||
Income and other taxes payable | 928 | 5,410 | ||||
Operating lease liabilities | 1,517 | 2,576 | ||||
Deferred revenue | 633 | 8,724 | 5,432 | 4,357 | ||
Total current liabilities | 36,395 | 166,603 | ||||
Other long-term liabilities | 4,107 | 4,280 | ||||
Liabilities subject to compromise | 99,755 | 0 | ||||
Commitments and contingencies | ||||||
Stockholders' deficit | (63,839) | $ (33,245) | (35,813) | $ (30,989) | $ (18,189) | $ (17,364) |
Total liabilities and stockholders’ deficit | 76,418 | $ 142,215 | ||||
Debtors | ||||||
Current assets: | ||||||
Cash and cash equivalents | 15,308 | |||||
Restricted cash | 31 | |||||
Accounts receivable, net | 3,611 | |||||
Deferred costs on contracts | 105 | |||||
Prepaid expenses and other current assets | 5,113 | |||||
Total current assets | 24,168 | |||||
Property and equipment, net | 27,754 | |||||
Operating lease right-of-use assets | 4,589 | |||||
Intangible assets, net | 3,116 | |||||
Other assets | 237 | |||||
Accounts receivable from non-debtor affiliates | 56,212 | |||||
Investment in non-debtor affiliate | 404 | |||||
Total assets | 116,480 | |||||
Current liabilities: | ||||||
Accounts payable | 735 | |||||
Accrued liabilities | 2,308 | |||||
Income and other taxes payable | 1,846 | |||||
Operating lease liabilities | 1,244 | |||||
Current portion of long-term debt | 28,326 | |||||
Deferred revenue | 633 | |||||
Total current liabilities | 35,092 | |||||
Other long-term liabilities | 3,348 | |||||
Liabilities subject to compromise | 99,755 | |||||
Commitments and contingencies | ||||||
Stockholders' deficit | (21,715) | |||||
Total liabilities and stockholders’ deficit | $ 116,480 |
GENERAL - Schedule of Unaudit_2
GENERAL - Schedule of Unaudited Condensed Consolidated Financial Statements of Debtors - Unaudited Condensed Consolidated Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Condensed Financial Statements Captions [Line Items] | ||||
Revenue from services | $ 2,171 | $ 23,274 | $ 163,370 | $ 205,866 |
Cost of services | 7,873 | 17,075 | 121,298 | 162,122 |
Depreciation and amortization | 3,096 | 2,930 | 12,038 | 9,405 |
Gross (loss) profit | (8,798) | 3,269 | 30,034 | 34,339 |
Operating expenses - selling, general and administrative | 5,917 | 13,698 | 27,329 | 33,806 |
Operating (loss) income | (14,715) | (10,484) | 2,705 | 205 |
Other expense, net | (15,224) | (3,190) | (26,211) | (8,906) |
Loss before income taxes | (29,939) | (13,674) | (23,506) | (8,701) |
Income taxes | 76 | (689) | 847 | 5,830 |
Net loss | $ (30,015) | $ (12,985) | (24,353) | $ (14,531) |
Debtors | ||||
Condensed Financial Statements Captions [Line Items] | ||||
Revenue from services | 96,448 | |||
Cost of services | 67,691 | |||
Depreciation and amortization | 8,891 | |||
Gross (loss) profit | 19,866 | |||
Operating expenses - selling, general and administrative | 22,626 | |||
Operating (loss) income | (2,760) | |||
Other expense, net | (20,398) | |||
Loss before income taxes | (23,158) | |||
Income taxes | 312 | |||
Loss before equity in income of non-debtor affiliate | (23,470) | |||
Equity in income of non-debtor affiliate | 2,504 | |||
Net loss | $ (20,966) |
GENERAL - Schedule of Unaudit_3
GENERAL - Schedule of Unaudited Condensed Consolidated Financial Statements of Debtors - Unaudited Condensed Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||||
Net loss | $ (30,015) | $ (12,985) | $ (24,353) | $ (14,531) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
Depreciation and amortization | 12,503 | 9,886 | ||
Equity-based compensation cost | (391) | 2,344 | ||
Gain on sale of disposal and equipment | (284) | (648) | ||
Amortization of loan issuance costs and debt discounts | 2,785 | 2,835 | ||
Unrealized loss on foreign currency transactions | 4,709 | 610 | ||
Noncash reorganization expenses | 11,885 | 0 | ||
Changes in operating assets and liabilities | 13,325 | (6,607) | ||
Net cash provided by (used in) operating activities | 33,928 | (1,375) | ||
Cash flows from investing activities: | ||||
Purchases of property and equipment | (1,150) | (1,158) | ||
Proceeds from disposal of property and equipment | 514 | 696 | ||
Net cash used in investing activities | (636) | (462) | ||
Cash flows from financing activities: | ||||
Long-term debt and finance lease repayments | (16,890) | (7,604) | ||
Long-term debt borrowings | 6,801 | 17,666 | ||
Net cash (used in) provided by financing activities | (16,074) | 7,546 | ||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (671) | 76 | ||
Net change in cash, cash equivalents and restricted cash | 16,547 | 5,785 | ||
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 | 22,062 | $ 13,635 | 22,062 | $ 13,635 |
Debtors | ||||
Cash flows from operating activities: | ||||
Net loss | (20,966) | |||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
Depreciation and amortization | 9,248 | |||
Equity-based compensation cost | (391) | |||
Gain on sale of disposal and equipment | (131) | |||
Amortization of loan issuance costs and debt discounts | 2,785 | |||
Unrealized loss on foreign currency transactions | 148 | |||
Noncash reorganization expenses | 11,885 | |||
Equity in earnings of affiliate | (2,504) | |||
Distributions from non-debtor affiliate | 5,750 | |||
Changes in operating assets and liabilities | 16,942 | |||
Net cash provided by (used in) operating activities | 22,766 | |||
Cash flows from investing activities: | ||||
Purchases of property and equipment | (994) | |||
Proceeds from disposal of property and equipment | 362 | |||
Investment in non-debtor affiliate | (31) | |||
Net cash used in investing activities | (663) | |||
Cash flows from financing activities: | ||||
Long-term debt and finance lease repayments | (16,890) | |||
Long-term debt borrowings | 6,801 | |||
Intercompany lending | 271 | |||
Net cash (used in) provided by financing activities | (9,818) | |||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (91) | |||
Net change in cash, cash equivalents and restricted cash | 12,194 | |||
Cash, cash equivalents and restricted cash at the beginning of year | 3,145 | |||
Cash, cash equivalents and restricted cash at the end of period | $ 15,339 | $ 15,339 |
TAX CREDITS RECEIVABLE, NET - A
TAX CREDITS RECEIVABLE, NET - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2020 | Sep. 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 | $ 30,400,000 | $ 53,000,000 | |
Increased allowance on remaining tax credits receivable balance | 2,700,000 | ||
Monetization of tax credits | $ 0 | ||
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 | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Tax Credit Receivable Net [Abstract] | ||
Balance at beginning of year | $ 12,104 | $ 13,198 |
Returned to State of Alaska | (9,396) | 0 |
Reserve for potential monetization | $ (2,708) | |
Balance at end of period | $ 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 | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Secured note payable | $ 7,934 | $ 9,974 |
Unsecured note payable | 6,829 | |
Finance leases | 350 | |
Total debt | 124,155 | 119,546 |
Debt subject to compromise | (95,829) | |
Total debt not subject to compromise | 28,326 | 119,546 |
Current portion of long-term debt and finance leases | (28,326) | (112,401) |
Total long-term debt and finance leases | 0 | 7,145 |
Credit Facility | ||
Debt Instrument [Line Items] | ||
Principal outstanding | 20,500 | 35,000 |
Unamortized debt discount and debt issuance costs | (108) | (205) |
Carrying amount | 20,392 | 34,795 |
Senior Loan Facility | ||
Debt Instrument [Line Items] | ||
Principal outstanding | 29,000 | 29,000 |
Unamortized debt discount and debt issuance costs | (400) | (1,232) |
Carrying amount | 29,000 | 27,768 |
6% Convertible Notes Due 2023 | ||
Debt Instrument [Line Items] | ||
Principal outstanding | 60,000 | 60,000 |
Unamortized debt discount and debt issuance costs | (13,341) | |
Carrying amount | $ 60,000 | $ 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 | 9 Months Ended | 12 Months Ended |
Sep. 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 | 9 Months Ended | ||
May 31, 2020 | Jan. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||||
Repayment of outstanding under credit facility | $ 14,500,000 | |||
Senior Loan Facility | ||||
Debt Instrument [Line Items] | ||||
Unamortized debt issuance costs | $ 400,000 | $ 1,232,000 | ||
Accrued but unpaid interest | 300,000 | |||
Unrecognized contractual interest expense | $ 300,000 | |||
6% Convertible Notes Due 2023 | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 6.00% | 6.00% | ||
Unamortized debt issuance costs | $ 13,341,000 | |||
Accrued but unpaid interest | $ 700,000 | |||
Unrecognized contractual interest expense | 300,000 | |||
Unamortized discount | 600,000 | |||
Debt issuance costs | 10,900,000 | |||
Interest expense | $ 0 | |||
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 | 9 Months Ended | |
Jan. 31, 2020 | Sep. 30, 2020 | Sep. 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 | 2,312,000 | 746,000 | |
Number of warrants outstanding | 34,000,000 | ||
Common Stock | |||
Class Of Stock [Line Items] | |||
Warrants outstanding exercisable | 2,200,000 | ||
Series F Warrants | |||
Class Of Stock [Line Items] | |||
Warrants issued | 400,000 | ||
Number of warrants exercised | 39,800,000 | ||
Series C Warrants | |||
Class Of Stock [Line Items] | |||
Number of warrants exercised | 39,800,000 | ||
Series D Warrants | |||
Class Of Stock [Line Items] | |||
Number of warrants exercised | 39,800,000 | ||
Series E Warrants | |||
Class Of Stock [Line Items] | |||
Number of warrants exercised | 39,800,000 |
STOCKHOLDERS' EQUITY - Schedule
STOCKHOLDERS' EQUITY - Schedule of Changes in Number of Shares Outstanding (Details) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Shares issued: | ||
Balance as of January 1 | 4,508 | 3,211 |
Issue of shares on exercises of warrants | 2,312 | 746 |
Issue of shares on vesting of restricted stock units | 278 | |
Issue of shares as consideration for services | 243 | |
Balance as of September 30 | 6,820 | 4,508 |
Shares held as treasury stock: | ||
Balance as of January 1 | 208 | 111 |
Purchase of treasury stock | 97 | |
Balance as of September 30 | 208 | 208 |
Shares outstanding as of September 30 | 6,612 | 4,300 |
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 | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue From Contract With Customer [Abstract] | ||
Balance at beginning of year | $ 14,966 | $ 3,746 |
Fulfillment costs incurred | 9,256 | 10,561 |
Amortization of fulfillment costs | (23,879) | (8,947) |
Balance at end of period | $ 343 | $ 5,360 |
REVENUE FROM SERVICES - Chang_2
REVENUE FROM SERVICES - Changes in Deferred Revenue (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 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 | 12,959 | 13,674 |
Amounts recognized as revenue from services | (21,050) | (12,599) |
Balance at end of period | $ 633 | $ 5,432 |
REVENUE FROM SERVICES - Schedul
REVENUE FROM SERVICES - Schedule of Revenue by Major Source (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | $ 2,171 | $ 23,274 | $ 163,370 | $ 205,866 |
Marine | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | 8 | 332 | 39,136 | 90,783 |
Land | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | 2,163 | 22,942 | 124,234 | 115,083 |
North America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | 2,163 | 20,481 | 122,637 | 109,910 |
North America | Land | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | 2,163 | 20,481 | 122,637 | 109,910 |
South America | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | 2,160 | 9,222 | 2,911 | |
South America | Marine | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | 7,807 | |||
South America | Land | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | 2,160 | 1,415 | 2,911 | |
Asia Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | 8 | 633 | 25,155 | 93,045 |
Asia Pacific | Marine | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | $ 8 | 332 | 24,973 | 90,783 |
Asia Pacific | Land | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | $ 301 | 182 | $ 2,262 | |
West Africa | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | 6,356 | |||
West Africa | Marine | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue from services | $ 6,356 |
REVENUE FROM SERVICES - Remaini
REVENUE FROM SERVICES - Remaining Performance Obligations (Details) $ in Millions | Sep. 30, 2020USD ($) |
Revenue From Contract With Customer [Abstract] | |
Revenue, remaining performance obligation | $ 68.5 |
REVENUE FROM SERVICES - Remai_2
REVENUE FROM SERVICES - Remaining Performance Obligations (Details 1) | Sep. 30, 2020 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-10-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue, remaining performance obligation percentage | 1.00% |
Revenue, remaining performance obligation, expected period of satisfaction | 3 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 | 44.00% |
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 | 55.00% |
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 | 9 Months Ended | ||
Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Unrecognized equity-based compensation cost | $ 0.1 | $ 0.1 | |||
Weighted average period of unrecognized equity-based compensation cost to recognize | 7 months 6 days | ||||
Selling, General and Administrative Expenses | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Share-based compensation expense | (0.7) | $ (0.1) | $ (0.4) | $ 2.3 | |
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 | ||||
Equity–based Compensation | Selling, General and Administrative Expenses | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Share-based compensation expense | $ (0.8) | $ (0.8) | $ (0.8) | $ (0.8) |
LEASES - Additional Information
LEASES - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2020 | |
Lessee Lease Description [Line Items] | |
Operating leases weighted average remaining lease term | 3 years 10 months 24 days |
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 | Sep. 30, 2020 | Dec. 31, 2019 |
Assets: | ||
Operating lease right-of-use assets | $ 5,505 | $ 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 | $ 5,505 | $ 6,745 |
Current: | ||
Operating lease liabilities | 1,517 | 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 | $ 4,107 | $ 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 | $ 5,624 | $ 6,906 |
LEASES - Schedule of Components
LEASES - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Operating lease expense: | ||||
Operating lease expense | $ 696 | $ 1,294 | $ 3,103 | $ 3,958 |
Finance lease expense: | ||||
Amortization of leased assets | 221 | 324 | 664 | |
Interest on lease liabilities | 24 | 10 | 93 | |
Total finance lease expense | 245 | 334 | 757 | |
Total lease expense | $ 696 | $ 1,539 | $ 3,437 | $ 4,715 |
LEASES - Schedule of Supplement
LEASES - Schedule of Supplemental Cash Flows Information Related to Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 2,337 | $ 2,583 |
Operating cash flows from finance leases | 10 | 93 |
Financing cash flows from finance leases | 350 | 652 |
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities | $ 744 | $ 162 |
LEASES - Schedule of Maturities
LEASES - Schedule of Maturities of Liabilities Related to Operating Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Operating Leases Three months ended December 31, 2020 | $ 549 | |
Operating Leases, 2021 | 1,958 | |
Operating Leases, 2022 | 1,615 | |
Operating Leases, 2023 | 1,461 | |
Operating Leases, 2024 | 1,002 | |
Operating Leases, Thereafter | 613 | |
Total operating leases minimum payments | 7,198 | |
Less interest | 1,574 | |
Present value of lease liabilities | 5,624 | |
Less current lease liabilities operating leases | 1,517 | $ 2,576 |
Long-term lease liabilities operating leases | $ 4,107 | $ 3,980 |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Contingency [Line Items] | ||||
Effective tax rate | (0.30%) | 5.00% | (3.60%) | (67.00%) |
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 PER COMMON SHARE - Computa
LOSS PER COMMON SHARE - Computation of Basic and Diluted Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Earnings Per Share [Abstract] | ||||
Net loss attributable to SAExploration | $ (30,015) | $ (12,985) | $ (26,960) | $ (17,104) |
Weighted average common shares outstanding (basic and diluted) | 9,969 | 7,930 | 10,582 | 7,818 |
Loss per share available to common stockholders (basic and diluted) | $ (3.01) | $ (1.64) | $ (2.55) | $ (2.19) |
Potentially antidilutive shares excluded from diluted loss available to common stockholders | 10,672 | 11,026 | 10,689 | 11,026 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Level 3 - 2023 Notes - USD ($) $ in Millions | Sep. 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 | $ 6.5 | $ 42 |
Carrying Value | ||
Fair Value Net Derivative Asset Liability Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Long-term debt | $ 60 | $ 46.7 |
OTHER SUPPLEMENTAL INFORMATIO_2
OTHER SUPPLEMENTAL INFORMATION - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 21,987 | $ 5,441 | ||
Restricted cash | 75 | 74 | ||
Total cash, cash equivalents and restricted cash | $ 22,062 | $ 5,515 | $ 13,635 | $ 7,850 |
OTHER SUPPLEMENTAL INFORMATIO_3
OTHER SUPPLEMENTAL INFORMATION - Total Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||
Trade receivables | $ 8,121 | $ 50,447 | ||
Other receivables | 2,547 | 3,199 | ||
Total accounts receivable | 10,668 | 53,646 | ||
Less: allowance for doubtful accounts | (3,777) | (2,064) | $ (1,935) | $ (548) |
Total accounts receivable, net | $ 6,891 | $ 51,582 |
OTHER SUPPLEMENTAL INFORMATIO_4
OTHER SUPPLEMENTAL INFORMATION - Changes in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Balance at beginning of year | $ 2,064 | $ 548 |
Provisions for doubtful accounts | 1,645 | 1,619 |
Cumulative translation adjustment | 68 | (232) |
Balance at end of period | $ 3,777 | $ 1,935 |
OTHER SUPPLEMENTAL INFORMATIO_5
OTHER SUPPLEMENTAL INFORMATION - Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Accrued payroll liabilities | $ 2,637 | $ 2,877 |
Accrued interest | 218 | 181 |
Other accrued liabilities | 651 | 3,468 |
Total accrued liabilities | $ 3,506 | $ 6,526 |
OTHER SUPPLEMENTAL INFORMATIO_6
OTHER SUPPLEMENTAL INFORMATION - Supplemental Cash Flows Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Cash paid for interest | $ 5,446 | $ 8,115 |
Cash paid for income taxes | $ 2,792 | $ 266 |
OTHER SUPPLEMENTAL INFORMATIO_7
OTHER SUPPLEMENTAL INFORMATION - Noncash Transactions (Details) $ in Thousands | Sep. 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) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020USD ($)holder | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)holder | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | |
Related Party Transaction [Line Items] | |||||
Misappropriation of funds | $ 55,000 | $ 328,000 | |||
Number of Indebtedness holders | holder | 3 | 3 | |||
Credit Facility | |||||
Related Party Transaction [Line Items] | |||||
Senior loan facility principal amount | $ 20,500,000 | $ 20,500,000 | $ 35,000,000 | ||
Percentage of indebtedness outstanding | 90.00% | ||||
Collectively owned percentage of common shares | 39.00% | ||||
6% Convertible Notes Due 2023 | |||||
Related Party Transaction [Line Items] | |||||
Senior loan facility principal amount | 60,000,000 | $ 60,000,000 | 60,000,000 | ||
Percentage of indebtedness outstanding | 90.00% | ||||
Collectively owned percentage of common shares | 73.00% | ||||
Senior Loan Facility | |||||
Related Party Transaction [Line Items] | |||||
Senior loan facility principal amount | 29,000,000 | $ 29,000,000 | $ 29,000,000 | ||
Percentage of indebtedness outstanding | 72.00% | ||||
Collectively owned percentage of common shares | 55.00% | ||||
SSI | Former Chief Executive Officer | 6% Convertible Notes Due 2023 | |||||
Related Party Transaction [Line Items] | |||||
Convertible notes principal amount | 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 | |||
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 | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Fairweather Science L L C | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction expense | $ 95 | $ 100 | $ 31 | |
Inupiate Resources Leasing L L C | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction expense | $ 18 | 150 | 248 | |
Inupiate Resources L L C | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction expense | $ 1 | 3 | 419 | 337 |
Summit Air Resources | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction expense | 37 | 32 | ||
1856125 Alberta Ltd. | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction expense | 4 | $ 84 | 91 | |
Woodstone Builders LLC. | ||||
Related Party Transaction [Line Items] | ||||
Related party transaction expense | $ 91 | $ 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 |