Delaware | 27-4867100 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting companyx |
Page | |
September 30, 2016 | December 31, 2015 | ||||||
(Unaudited) | |||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 11,503 | $ | 11,300 | |||
Restricted cash | 536 | 518 | |||||
Accounts receivable, net | 76,100 | 67,882 | |||||
Deferred costs on contracts | 1,642 | 5,135 | |||||
Prepaid expenses | 3,828 | 887 | |||||
Total current assets | 93,609 | 85,722 | |||||
Property and equipment, net | 50,161 | 61,828 | |||||
Intangible assets, net | 761 | 789 | |||||
Goodwill | 1,749 | 1,658 | |||||
Deferred loan issuance costs, net | 26,090 | 521 | |||||
Accounts receivable, net, noncurrent | 37,984 | — | |||||
Deferred income tax assets | 3,914 | 3,756 | |||||
Other assets | 150 | 150 | |||||
Total assets | $ | 214,418 | $ | 154,424 | |||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 16,105 | $ | 16,575 | |||
Accrued liabilities | 14,687 | 17,818 | |||||
Income and other taxes payable | 13,032 | 2,586 | |||||
Borrowings under revolving credit facility | 11,627 | 7,899 | |||||
Current portion of capital leases | 84 | 115 | |||||
Deferred revenue | 3,000 | 3,903 | |||||
Total current liabilities | 58,535 | 48,896 | |||||
Borrowings under senior loan facility | 14,995 | — | |||||
Second lien notes, net | 78,100 | — | |||||
Senior secured notes, net | 1,826 | 135,630 | |||||
Long-term portion of capital leases | — | 55 | |||||
Deferred income tax liabilities | 55 | 55 | |||||
Total liabilities | 153,511 | 184,636 | |||||
Commitments and contingencies | — | — | |||||
Stockholders’ equity (deficit): | |||||||
Preferred stock | — | — | |||||
Common stock, $0.0001 par value, 55,000,000 shares authorized, 9,343,513 and 129,269 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively | 1 | 2 | |||||
Additional paid-in capital | 131,049 | 35,763 | |||||
Accumulated deficit | (70,437 | ) | (66,139 | ) | |||
Accumulated other comprehensive loss | (4,966 | ) | (4,271 | ) | |||
Total stockholders’ equity (deficit) attributable to the Corporation | 55,647 | (34,645 | ) | ||||
Noncontrolling interest | 5,260 | 4,433 | |||||
Total stockholders’ equity (deficit) | 60,907 | (30,212 | ) | ||||
Total liabilities and stockholders’ equity (deficit) | $ | 214,418 | $ | 154,424 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Revenue from services | $ | 32,994 | $ | 57,943 | $ | 180,196 | $ | 204,486 | |||||||
Cost of services excluding depreciation and amortization expense | 27,469 | 39,719 | 123,500 | 139,879 | |||||||||||
Depreciation and amortization expense included in cost of services | 4,149 | 4,474 | 12,520 | 13,668 | |||||||||||
Gross profit | 1,376 | 13,750 | 44,176 | 50,939 | |||||||||||
Selling, general and administrative expenses | 6,920 | 8,798 | 20,879 | 26,411 | |||||||||||
Income (loss) from operations | (5,544 | ) | 4,952 | 23,297 | 24,528 | ||||||||||
Other income (expense): | |||||||||||||||
Costs incurred on debt restructuring | (2,891 | ) | — | (5,225 | ) | — | |||||||||
Gain on early extinguishment of debt | — | 3,014 | — | 3,014 | |||||||||||
Interest expense, net | (7,493 | ) | (4,380 | ) | (15,554 | ) | (13,057 | ) | |||||||
Foreign exchange gain (loss), net | (322 | ) | (3,501 | ) | 2,116 | (5,432 | ) | ||||||||
Other income (expense), net | (1 | ) | 145 | 20 | (233 | ) | |||||||||
Total other expense, net | (10,707 | ) | (4,722 | ) | (18,643 | ) | (15,708 | ) | |||||||
Income (loss) before income taxes | (16,251 | ) | 230 | 4,654 | 8,820 | ||||||||||
Provision for income taxes | 1,146 | 44 | 4,550 | 1,534 | |||||||||||
Net income (loss) | (17,397 | ) | 186 | 104 | 7,286 | ||||||||||
Less: net income attributable to noncontrolling interest | 15 | 295 | 3,021 | 4,128 | |||||||||||
Net income (loss) attributable to the Corporation | $ | (17,412 | ) | $ | (109 | ) | $ | (2,917 | ) | $ | 3,158 | ||||
Net income (loss) attributable to the Corporation per common share: | |||||||||||||||
Basic | $ | (2.62 | ) | $ | (0.93 | ) | $ | (1.26 | ) | $ | 28.01 | ||||
Diluted | $ | (2.62 | ) | $ | (0.93 | ) | $ | (1.26 | ) | $ | 28.01 | ||||
Weighted average shares: | |||||||||||||||
Basic | 6,639,503 | 117,034 | 2,315,189 | 112,726 | |||||||||||
Diluted | 6,639,503 | 117,034 | 2,315,189 | 112,747 | |||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Net income (loss) | $ | (17,397 | ) | $ | 186 | $ | 104 | $ | 7,286 | ||||||
Foreign currency translation gain (loss) | 289 | 348 | (695 | ) | 105 | ||||||||||
Total comprehensive income (loss) | (17,108 | ) | 534 | (591 | ) | 7,391 | |||||||||
Less: comprehensive income attributable to noncontrolling interest | 15 | 295 | 3,021 | 4,128 | |||||||||||
Comprehensive income (loss) attributable to the Corporation | $ | (17,123 | ) | $ | 239 | $ | (3,612 | ) | $ | 3,263 |
Common Shares Issued and Outstanding | Common Stock at Par Value | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss - Foreign Currency Translation | Total Corporation Stockholders’ Equity (Deficit) | Non-controlling Interest | Total Stockholders’ Equity (Deficit) | |||||||||||||||||||||||
Balance at December 31, 2015 | 129,269 | $ | 2 | $ | 35,763 | $ | (66,139 | ) | $ | (4,271 | ) | $ | (34,645 | ) | $ | 4,433 | $ | (30,212 | ) | |||||||||||
Foreign currency translation | — | — | — | — | (695 | ) | (695 | ) | — | (695 | ) | |||||||||||||||||||
Distribution to noncontrolling interest | — | — | — | — | — | — | (2,194 | ) | (2,194 | ) | ||||||||||||||||||||
Share-based compensation expense | — | — | 616 | — | — | 616 | — | 616 | ||||||||||||||||||||||
Vesting of restricted stock awards | 1,542 | — | — | — | — | — | — | — | ||||||||||||||||||||||
Grantee election to fund payroll taxes out of restricted stock grant | (386 | ) | — | (9 | ) | — | — | (9 | ) | — | (9 | ) | ||||||||||||||||||
Vesting of stock options | 85 | — | — | — | — | — | — | — | ||||||||||||||||||||||
Common stock issued in exchange of senior secured notes for second lien notes | 6,410,502 | 1 | 65,002 | — | — | 65,003 | — | 65,003 | ||||||||||||||||||||||
Common stock issued to participants in senior loan facility | 2,803,302 | — | 28,425 | — | — | 28,425 | — | 28,425 | ||||||||||||||||||||||
Fair value of warrants issued to stockholders | — | — | 1,381 | (1,381 | ) | — | — | — | — | |||||||||||||||||||||
Fractional shares cancelled in reverse stock split | (801 | ) | — | — | — | — | — | — | — | |||||||||||||||||||||
Adjustment for reverse stock split | — | (2 | ) | 2 | — | — | — | — | — | |||||||||||||||||||||
Legal costs of issuing stock associated with restructuring | — | — | (131 | ) | — | — | (131 | ) | — | (131 | ) | |||||||||||||||||||
Net income (loss) | — | — | — | (2,917 | ) | — | (2,917 | ) | 3,021 | 104 | ||||||||||||||||||||
Balance at September 30, 2016 | 9,343,513 | $ | 1 | $ | 131,049 | $ | (70,437 | ) | $ | (4,966 | ) | $ | 55,647 | $ | 5,260 | $ | 60,907 |
Nine Months Ended September 30, | |||||||
2016 | 2015 | ||||||
Operating activities: | |||||||
Net income (loss) attributable to the Corporation | $ | (2,917 | ) | $ | 3,158 | ||
Net income attributable to noncontrolling interest | 3,021 | 4,128 | |||||
Net income | 104 | 7,286 | |||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||||||
Depreciation and amortization | 12,909 | 14,107 | |||||
Gain on early extinguishment of debt | — | (3,014 | ) | ||||
Amortization of loan issuance costs, debt discount and debt premium | 5,194 | 1,209 | |||||
Payment interest in kind | 1,473 | — | |||||
Deferred income taxes | — | (1,672 | ) | ||||
(Gain) loss on disposal of property and equipment | (38 | ) | 395 | ||||
Share-based compensation | 616 | 675 | |||||
Bad debt expense | 587 | — | |||||
Unrealized (gain) loss on foreign currency transactions | (2,319 | ) | 4,953 | ||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | (44,991 | ) | 1,246 | ||||
Prepaid expenses | (3,150 | ) | 11,889 | ||||
Deferred costs on contracts | 3,584 | 3,003 | |||||
Accounts payable | (495 | ) | (1,041 | ) | |||
Accrued liabilities | 4,002 | (7,493 | ) | ||||
Income and other taxes payable | 10,140 | (16,236 | ) | ||||
Deferred revenue | (903 | ) | (72 | ) | |||
Other, net | (13 | ) | 50 | ||||
Net cash provided by (used in) operating activities | (13,300 | ) | 15,285 | ||||
Investing activities: | |||||||
Purchase of property and equipment | (765 | ) | (5,602 | ) | |||
Proceeds from sale of property and equipment | 488 | 270 | |||||
Net cash used in investing activities | (277 | ) | (5,332 | ) | |||
Financing activities: | |||||||
Repayment of notes payable | — | (1,228 | ) | ||||
Borrowings under senior loan facility | 14,995 | — | |||||
Payment of loan facility fee, debt discount and loan issuance costs | (1,971 | ) | (41 | ) | |||
Revolving credit facility borrowings | 35,641 | 14,200 | |||||
Revolving credit facility repayments | (31,913 | ) | (14,200 | ) | |||
Repayments of capital lease obligations | (86 | ) | (259 | ) | |||
Distribution to noncontrolling interest | (2,194 | ) | (3,358 | ) | |||
Legal fees for stock issuance associated with restructuring | (131 | ) | — | ||||
Grantee election to fund payroll taxes out of restricted stock grant | (9 | ) | — | ||||
Net cash provided by (used in) financing activities | 14,332 | (4,886 | ) | ||||
Effect of exchange rate changes on cash and cash equivalents | (552 | ) | (74 | ) | |||
Net change in cash and cash equivalents | 203 | 4,993 | |||||
Cash and cash equivalents at the beginning of period | 11,300 | 12,322 | |||||
Cash and cash equivalents at the end of period | $ | 11,503 | $ | 17,315 | |||
Supplemental disclosures of cash flow information: | |||||||
Interest paid | $ | 7,785 | $ | 15,910 | |||
Income taxes paid, net | $ | 249 | $ | 1,683 | |||
Supplemental disclosures of cash flow information -- non-cash investing and financing activities: | |||||||
Capital assets acquired included in accounts payable | $ | 1 | $ | 404 | |||
Grantee election to fund payroll taxes out of restricted stock grant | $ | — | $ | 85 | |||
Common stock issued to senior loan facility participants | $ | 28,425 | $ | — | |||
Senior secured notes exchanged for equity | $ | 65,003 | $ | 6,602 | |||
Accrued interest exchanged for second lien notes | $ | 7,459 | $ | — | |||
Fair value of warrants issued to stockholders | $ | 1,381 | $ | — |
Three Months Ended | Nine Months Ended | ||||||||||||||||||||
Net Loss Attributable to the Corporation | Shares | Per Share | Net Income (Loss) Attributable to the Corporation | Shares | Per Share | ||||||||||||||||
September 30, 2016: | |||||||||||||||||||||
Basic loss per share | $ | (17,412 | ) | 6,639,503 | $ | (2.62 | ) | $ | (2,917 | ) | 2,315,189 | $ | (1.26 | ) | |||||||
Effect of dilutive securities | — | — | — | — | — | — | |||||||||||||||
Diluted loss per share | $ | (17,412 | ) | 6,639,503 | $ | (2.62 | ) | $ | (2,917 | ) | 2,315,189 | $ | (1.26 | ) | |||||||
September 30, 2015: | |||||||||||||||||||||
Basic income (loss) per share | $ | (109 | ) | 117,034 | $ | (0.93 | ) | $ | 3,158 | 112,726 | $ | 28.01 | |||||||||
Effect of dilutive unvested restricted stock unit awards | — | — | — | — | 21 | — | |||||||||||||||
Diluted income (loss) per share | $ | (109 | ) | 117,034 | $ | (0.93 | ) | $ | 3,158 | 112,747 | $ | 28.01 |
September 30, 2016 | December 31, 2015 | ||||||
Current: | |||||||
Accounts receivable | $ | 76,687 | $ | 67,882 | |||
Less allowance for doubtful accounts | (587 | ) | — | ||||
Accounts receivable, net | $ | 76,100 | $ | 67,882 | |||
Noncurrent: | |||||||
Accounts receivable | $ | 37,984 | $ | — | |||
Less allowance for doubtful accounts | — | — | |||||
Accounts receivable, net, noncurrent | $ | 37,984 | $ | — |
September 30, 2016 | December 31, 2015 | ||||||
Property and equipment | $ | 124,664 | $ | 123,186 | |||
Less accumulated depreciation and amortization | (74,503 | ) | (61,358 | ) | |||
Property and equipment, net | $ | 50,161 | $ | 61,828 |
September 30, 2016 | December 31, 2015 | ||||||
Intangible assets | $ | 1,373 | $ | 1,329 | |||
Less accumulated amortization | (612 | ) | (540 | ) | |||
Intangible assets, net | $ | 761 | $ | 789 |
September 30, 2016 | December 31, 2015 | ||||||
Accrued payroll liabilities | $ | 8,235 | $ | 5,794 | |||
Accrued interest | 80 | 6,463 | |||||
Other accrued liabilities | 6,372 | 5,561 | |||||
Total accrued liabilities | $ | 14,687 | $ | 17,818 |
• | the obligations under the Revolving Credit Facility are secured by all of the existing collateral on a senior first lien priority basis; |
• | the obligations under the Senior Loan Facility are secured by all of the existing collateral on a junior first lien priority basis; |
• | the obligations under the New Second Lien Notes are secured by substantially all of the existing collateral on a second lien priority basis; and |
• | the obligations under the Existing Notes are secured by substantially all of the existing collateral on a third lien priority basis. |
September 30, 2016 | December 31, 2015 | |||||||
10% senior secured second lien notes due 2019: | ||||||||
Carrying value, including paid-in-kind interest of $1,473 and unamortized premium of $430 | $ | 78,426 | $ | — | ||||
Debt discount, net of accumulated amortization of $19 | (326 | ) | — | |||||
Total senior secured second lien notes outstanding | 78,100 | — | ||||||
10% senior secured notes due 2019: | ||||||||
Principal outstanding | 1,872 | 140,000 | ||||||
Unamortized deferred loan issuance costs, net of accumulated amortization of $39 as of September 30, 2016 and $1,978 as of December 31, 2015 | (46 | ) | (4,370 | ) | ||||
Total senior secured notes outstanding | 1,826 | 135,630 | ||||||
Total notes payable outstanding (long-term) | $ | 79,926 | $ | 135,630 |
• | The New Second Lien Notes have a maturity date of September 24, 2019, provided that, if any of the Existing Notes remain outstanding as of March 31, 2019, the maturity date of the New Second Lien Notes will become April 14, 2019 upon the vote of the holders of a majority of the then-outstanding New Second Lien Notes. |
• | The liens securing the New Second Lien Notes are junior to the liens securing the Senior Loan Facility and senior to the liens securing the Existing Notes after the Closing Date. |
• | In addition to the exchange consideration, each participating holder received accrued and unpaid interest on its tendered Existing Notes that were accepted for exchange from their last interest payment date of January 15, 2016 to, but not including, the settlement date, which was paid in the form of New Second Lien Notes with a principal amount equal to the amount of such accrued and unpaid interest totaling $7,459. |
• | Interest on the New Second Lien Notes is payable quarterly. The Corporation may elect to pay interest on the New Second Lien Notes in kind with additional New Second Lien Notes for the first twelve months of interest payment dates following the Closing Date, provided that, if the Corporation makes this election, the interest on the New Second Lien Notes for such in kind payments will accrue at a per annum rate 1% percent higher than the cash interest rate of 10%. The Corporation elected to pay interest due as of September 30, 2016 of $1,473 in kind. |
• | The New Second Lien Notes have a special redemption right at par of up to $35 million of the issuance to be paid out of the proceeds of the Alaska Tax Credit certificates and is conditioned upon payment in full of the Revolving Credit Facility and the Senior Loan Facility. |
• | The New Second Lien Notes include a make-whole provision requiring that if the New Second Lien Notes are accelerated or otherwise become due and payable prior to their stated maturity due to an Event of Default (including but not limited to a bankruptcy or liquidation of the Corporation (including the acceleration of claims by operation of law)), then the applicable premium payable with respect to an optional redemption will also be immediately due and payable, along with the principal of, accrued and unpaid interest on, the New Second Lien Notes and constitutes part of the obligations in respect thereof as if such acceleration were an optional redemption of the New Second Lien Notes, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each holder’s lost profits as a result thereof. |
• | Revenue from services for the three months ended September 30, 2016 was $32,994 compared to $57,943 in 2015. |
• | Gross profit for the three months ended September 30, 2016 decreased to $1,376 from $13,750 in 2015. |
• | Gross profit as a percentage of revenue for the three months ended September 30, 2016 decreased to 4.2% from 23.7% in 2015. |
• | Operating income (loss) for the three months ended September 30, 2016 decreased to a loss of $5,544 from income of $4,952 in 2015. |
• | Net income (loss) for the three months ended September 30, 2016 decreased to a loss of $17,397 from income of $186 in 2015. |
• | Adjusted EBITDA for the three months ended September 30, 2016 decreased to negative $350 from positive $10,511 for 2015. |
• | Adjusted EBITDA as a percentage of revenue for the three months ended September 30, 2016 decreased to negative 1.1% from positive 18.1% in 2015. |
• | Cash and cash equivalents totaled $11,503 as of September 30, 2016 compared to $17,315 as of September 30, 2015. |
Three Months Ended September 30, | |||||||||||||
2016 | % of Revenue | 2015 | % of Revenue | ||||||||||
Revenue from services: | |||||||||||||
North America | $ | 734 | 2.2 | % | $ | 56,345 | 97.2 | % | |||||
South America | 32,111 | 97.3 | % | 869 | 1.5 | % | |||||||
Southeast Asia | 149 | 0.5 | % | 729 | 1.3 | % | |||||||
Total revenue | 32,994 | 100.0 | % | 57,943 | 100.0 | % | |||||||
Gross profit | 1,376 | 4.2 | % | 13,750 | 23.7 | % | |||||||
Selling, general and administrative expenses | 6,920 | 21.0 | % | 8,798 | 15.2 | % | |||||||
Income (loss) from operations | (5,544 | ) | (16.8 | )% | 4,952 | 8.5 | % | ||||||
Other expense, net | (10,707 | ) | (32.5 | )% | (4,722 | ) | (8.1 | )% | |||||
Provision for income taxes | 1,146 | 3.4 | % | 44 | 0.1 | % | |||||||
Less net income attributable to noncontrolling interest | 15 | 0.1 | % | 295 | 0.5 | % | |||||||
Net loss attributable to the Corporation | $ | (17,412 | ) | (52.8 | )% | $ | (109 | ) | (0.2 | )% |
Nine Months Ended September 30, | |||||||||||||
2016 | % of Revenue | 2015 | % of Revenue | ||||||||||
Revenue from services: | |||||||||||||
North America | $ | 81,739 | 45.3 | % | $ | 157,831 | 77.2 | % | |||||
South America | 96,723 | 53.7 | % | 20,511 | 10.0 | % | |||||||
Southeast Asia | 1,734 | 1.0 | % | 26,144 | 12.8 | % | |||||||
Total revenue | 180,196 | 100.0 | % | 204,486 | 100.0 | % | |||||||
Gross profit | 44,176 | 24.5 | % | 50,939 | 24.9 | % | |||||||
Selling, general and administrative expenses | 20,879 | 11.6 | % | 26,411 | 12.9 | % | |||||||
Income from operations | 23,297 | 12.9 | % | 24,528 | 12.0 | % | |||||||
Other expense, net | (18,643 | ) | (10.3 | )% | (15,708 | ) | (7.7 | )% | |||||
Provision for income taxes | 4,550 | 2.5 | % | 1,534 | 0.8 | % | |||||||
Less net income attributable to noncontrolling interest | 3,021 | 1.7 | % | 4,128 | 2.0 | % | |||||||
Net income (loss) attributable to the Corporation | $ | (2,917 | ) | (1.6 | )% | $ | 3,158 | 1.5 | % |
• | Costs incurred for the debt restructuring completed in July 2016 of $2,891; |
• | Increase in interest expense primarily related to the amortization of loan issuance costs for the Senior Loan Facility, which accounted for $4,266 of the total $7,493 of interest expense incurred during the period in 2016; and |
• | Gain on early extinguishment of debt in 2015 not repeated in 2016 of $3,014; partially offset by |
• | Favorable changes in foreign currency exposure on principally unrealized foreign currency transactions as a result of the weakening U.S. dollar in 2016 versus a strengthening U.S. dollar in 2015 relative to currencies in Canada and South American countries. |
• | Costs incurred for the debt restructuring completed in July 2016 of $5,225; |
• | Increase in interest expense primarily related to the amortization of loan issuance costs for the Senior Loan Facility, which accounted for $4,269 of the total $15,554 of interest expense incurred during the period in 2016; |
• | Gain on early extinguishment of debt in 2015 not repeated in 2016 of $3,014; partially offset by |
• | Favorable changes in foreign currency exposure on principally unrealized foreign currency transactions as a result of the weakening U.S. dollar in 2016 versus a strengthening U.S. dollar in 2015 relative to currencies in Canada and South American countries. |
• | Decreased revenues resulting in a narrowing gross profit margin; |
• | Costs incurred for the debt restructuring and related increase in interest expense for amortization of loan issuance costs; and |
• | Proportionately higher provision for income taxes; partially offset by |
• | Lower SG&A expenses; and |
• | Decreased foreign currency losses on primarily unrealized foreign currency transactions. |
• | Lower gross profit in terms of amount and as a percentage of revenue; |
• | Higher interest expense, partially attributable to amortization of loan issuance costs; |
• | Higher effective tax rate; and |
• | Costs incurred for the debt restructuring; partially offset by |
• | Lower SG&A expenses; and |
• | Favorable foreign currency exposure on principally unrealized transactions. |
• | transfer or sell assets; |
• | pay dividends, redeem subordinated indebtedness or make other restricted payments; |
• | incur or guarantee additional indebtedness or, with respect to our restricted subsidiaries, issue preferred stock; |
• | create or incur liens; |
• | incur dividend or other payment restrictions affecting our restricted subsidiaries; |
• | consummate a merger, consolidation or sale of all or substantially all of our or our subsidiaries’ assets; |
• | enter into transactions with affiliates; |
• | engage in business other than our current business and reasonably related extensions thereof; and |
• | take or omit to take any actions that would adversely affect or impair in any material respect the collateral securing the Notes. |
• | The New Second Lien Notes have a maturity date of September 24, 2019, provided that, if any of the Existing Notes remain outstanding as of March 31, 2019, the maturity date of the New Second Lien Notes will become April 14, 2019 upon the vote of the holders of a majority of the then-outstanding New Second Lien Notes. |
• | The liens securing the New Second Lien Notes are junior to the liens securing the Senior Loan Facility and senior to the liens securing the Existing Notes after the Closing Date. |
• | In addition to the exchange consideration, each participating holder received accrued and unpaid interest on its tendered Existing Notes that were accepted for exchange from their last interest payment date of January 15, 2016 to, but not including, the settlement date, which was paid in the form of New Second Lien Notes with a principal amount equal to the amount of such accrued and unpaid interest totaling $7,459. |
• | Interest on the New Second Lien Notes is payable quarterly. We may elect to pay interest on the New Second Lien Notes in kind with additional New Second Lien Notes for the first twelve months of interest payment dates following the Closing Date, provided that, if we make this election, the interest on the New Second Lien Notes for such in kind payments will accrue at a per annum rate 1% percent higher than the cash interest rate of 10%. We elected to pay interest due as of September 30, 2016 of $1,473 in kind. |
• | The New Second Lien Notes have a special redemption right at par of up to $35 million of the issuance to be paid out of the proceeds of the Alaska tax credit certificates and is conditioned upon payment in full of the Revolving Credit Facility and the Senior Loan Facility. |
• | The New Second Lien Notes include a make-whole provision requiring that if the New Second Lien Notes are accelerated or otherwise become due and payable prior to their stated maturity due to an Event of Default (including but not limited to our bankruptcy or liquidation (including the acceleration of claims by operation of law)), then the applicable premium payable with respect to an optional redemption will also be immediately due and payable, along with the principal of, accrued and unpaid interest on, the New Second Lien Notes and constitutes part of the obligations in respect thereof as if such acceleration were an optional redemption of the New Second Lien Notes, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each holder’s lost profits as a result thereof. |
• | maintain and deliver to Lender, as required, certain financial reports, records and other items, |
• | subject to certain exceptions under the credit agreement, restrictions on our ability to incur indebtedness, create or incur liens, enter into fundamental changes to our corporate structure or to the nature of our business, dispose of assets, permit a change in control, acquire non-permitted investments, enter into affiliate transactions or make distributions, |
• | maintain the minimum EBITDA specified above, and |
• | maintain eligible equipment, as defined, located in the State of Alaska with a value of at least 75% of the value of such equipment included in the borrowing base availability. Eligible equipment also includes the value of equipment outside the United States which would be otherwise eligible under the credit agreement. |
• | the obligations under the Revolving Credit Facility are secured by all of the existing collateral on a senior first lien priority basis; |
• | the obligations under the Senior Loan Facility are secured by all of the existing collateral on a junior first lien priority basis; |
• | the obligations under the New Second Lien Notes are secured by substantially all of the existing collateral on a second lien priority basis; and |
• | the obligations under the Existing Notes are secured by substantially all of the existing collateral on a third lien priority basis. |
• | the financial performance of our assets without regard to financing methods, capital structures, taxes, historical cost basis or non-recurring expenses; |
• | our liquidity and operating performance over time in relation to other companies that own similar assets and calculate EBITDA in a similar manner; and |
• | the ability of our assets to generate cash sufficient to pay potential interest cost. |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Net income (loss) | $ | (17,397 | ) | $ | 186 | $ | 104 | $ | 7,286 | ||||||
Depreciation and amortization (1) | 4,271 | 4,609 | 12,909 | 14,107 | |||||||||||
Interest expense, net | 7,493 | 4,380 | 15,554 | 13,057 | |||||||||||
Provision for income taxes | 1,146 | 44 | 4,550 | 1,534 | |||||||||||
Share-based compensation expense (2) | 273 | 668 | 616 | 675 | |||||||||||
Costs incurred on debt restructuring (3) | 2,891 | — | 5,225 | — | |||||||||||
Gain on early extinguishment of debt (4) | — | (3,014 | ) | — | (3,014 | ) | |||||||||
Foreign exchange (gain) loss, net (5) | 322 | 3,501 | (2,116 | ) | 5,432 | ||||||||||
Nonrecurring expense (6)(7) | 651 | 137 | 1,460 | 1,762 | |||||||||||
Adjusted EBITDA | $ | (350 | ) | $ | 10,511 | $ | 38,302 | $ | 40,839 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Cost of services | $ | 4,149 | $ | 4,474 | $ | 12,520 | $ | 13,668 | |||||||
Selling, general and administrative expenses | 122 | 135 | 389 | 439 | |||||||||||
Total depreciation and amortization | $ | 4,271 | $ | 4,609 | $ | 12,909 | $ | 14,107 |
(2) | Share-based compensation primarily relates to the non-cash value of stock options and restricted stock awards granted to our employees. We did not previously adjust for share-based compensation as it was not a significant component of our overall compensation until the adoption of the 2016 Long Term Incentive Plan further described in Note 11. We have adjusted the results for prior periods for comparability purposes. |
(3) | Costs were incurred during the second and third quarters of 2016 on the restructuring of debt which was completed in July 2016. |
(4) | The privately-negotiated agreement dated August 26, 2015 with certain funds managed by Fidelity Management & Research Company to exchange $10,000 principal amount of Notes for 2,366,307 shares of our common stock, unadjusted for our recent reverse-stock split, resulted in a gain on early extinguishment of debt of $3,014 in the three and nine months ended September 30, 2015. The gain consisted of the difference between the principal amount of the Exchanged Notes less the fair value of the Exchanged Stock, reduced by the Exchanged Notes pro rata portion of the Notes unamortized deferred loan issuance costs on the closing date of $343 and legal fees of $41. |
(5) | Foreign exchange (gain) loss, net includes the effect of both realized and unrealized foreign exchange transactions. |
(6) | Nonrecurring expenses in 2016 primarily consist of severance payments incurred in our Peru, Colombia, Canada, and Alaska locations, payments related to tax services provided in connection with our Restructuring and various non-operating expenses incurred at the corporate and Peru locations. |
(7) | Nonrecurring expenses in 2015 primarily consist of severance payments incurred in our Peru, Colombia, Canada, Alaska and corporate locations. |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||||||
2016 | % of Revenue | 2015 | % of Revenue | 2016 | % of Revenue | 2015 | % of Revenue | ||||||||||||||||||||
Gross profit as presented | $ | 1,376 | 4.2 | % | $ | 13,750 | 23.7 | % | $ | 44,176 | 24.5 | % | $ | 50,939 | 24.9 | % | |||||||||||
Depreciation and amortization expense included in cost of services(1) | 4,149 | 12.5 | % | 4,474 | 7.8 | % | 12,520 | 7.0 | % | 13,668 | 6.7 | % | |||||||||||||||
Adjusted gross profit | $ | 5,525 | 16.7 | % | $ | 18,224 | 31.5 | % | $ | 56,696 | 31.5 | % | $ | 64,607 | 31.6 | % |
• | developments with respect to the Alaskan oil and natural gas exploration tax credit system that may continue to affect the willingness of third parties to participate in financing and monetization transactions and our ability to timely monetize tax credits that have been assigned to us by our customer; |
• | changes in the Alaskan oil and natural gas exploration tax credit system that may significantly affect the level of Alaskan exploration spending; |
• | fluctuations in the levels of exploration and development activity in the oil and natural gas industry; |
• | intense industry competition; |
• | limited number of customers; |
• | credit and delayed payment risks related to our customers; |
• | the availability of liquidity and capital resources, including our limited ability to make capital expenditures and the potential impact this has on our business and competitiveness; |
• | need to manage rapid growth and contraction of our business; |
• | delays, reductions or cancellations of service contracts; |
• | operational disruptions due to seasonality, weather and other external factors; |
• | crew availability and productivity; |
• | whether we enter into turnkey or term contracts; |
• | high fixed costs of operations; |
• | substantial international business exposing us to currency fluctuations and global factors, including economic, political and military uncertainties; |
• | ability to retain key executives; and |
• | need to comply with diverse and complex laws and regulations. |
• | the level of supply and demand for oil and natural gas; |
• | expectations about future prices for oil and natural gas; |
• | the worldwide political, military and economic conditions; |
• | the ability of the Organization of Petroleum Exporting Countries to set and maintain production levels and prices for oil; |
• | the rate of discovery of new oil and natural gas reserves and the decline of existing oil and natural gas reserves; |
• | the cost of exploring for, developing and producing oil and natural gas; |
• | the ability of exploration and production companies to generate funds or otherwise obtain capital for exploration, development and production operations; |
• | technological advances affecting energy exploration, production and consumption; |
• | government policies, including environmental regulations and tax policies, regarding the exploration for, production and development of oil and natural gas reserves, the use of fossil fuels and alternative energy sources and climate change; |
• | weather conditions, including large-scale weather events such as hurricanes that affect oil and natural gas operations over a wide area or affect prices; and |
• | changes in the Alaskan oil and gas tax credit system which may significantly affect the level of exploration spending within Alaska and has negatively affected our current liquidity position. |
• | the acquisition of permits before commencing regulated activities; and |
• | the limitation or prohibition of seismic activities in environmentally sensitive or protected areas such as wetlands or wilderness areas. |
• | government instability or armed conflict, which can cause our potential customers to withdraw or delay investment in capital projects, thereby reducing or eliminating the viability of some markets for our services; |
• | potential expropriation, seizure, nationalization or detention of assets; |
• | risks relating to foreign currency, as described below; |
• | import/export quotas or unexpected changes in regulatory environments and trade barriers; |
• | civil uprisings, riots and war, which can make it unsafe to continue operations, adversely affect both budgets and schedules and expose us to losses; |
• | availability of suitable personnel and equipment, which can be affected by government policy, or changes in policy, which limit the importation of qualified crew members or specialized equipment in areas where local resources are insufficient, and legal restrictions or other limitations on our ability to dismiss employees; |
• | laws, regulations, decrees and court decisions under legal systems that are not always fully developed and that may be retroactively applied and cause us to incur unanticipated and/or unrecoverable costs, as well as delays which may result in real or opportunity costs; and |
• | terrorist attacks, including kidnappings of our personnel. |
• | transfer funds from or convert currencies in certain countries; |
• | repatriate foreign currency received in excess of local currency requirements; and |
• | repatriate funds held by our foreign subsidiaries to the United States at favorable tax rates. |
• | increase the risk that we may default on our debt obligations; |
• | prevent us from raising the funds necessary to repurchase New Second Lien Notes tendered to us if there is a change of control (as defined in the indenture for the New Second Lien Notes) or other event requiring such a repurchase, and any failure to repurchase New Second Lien Notes tendered for repurchase would constitute a default under the indenture for the New Second Lien Notes and may constitute a default under other debt; |
• | require us to use a substantial portion of our cash flow from operations to pay interest and principal on our indebtedness, which would reduce the funds available for working capital, capital expenditures and other general corporate purposes; |
• | limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions and other investments, or general corporate purposes particularly in light of the fact that a substantial portion of our assets have been pledged to secure our indebtedness, which may limit the ability to execute our business strategy; |
• | heighten our vulnerability to downturns in our business, our industry or in the general economy and restrict us from exploiting business opportunities or making acquisitions; |
• | place us at a competitive disadvantage compared to those of our competitors that may have proportionately less debt; |
• | limit management’s discretion in operating our business; |
• | limit our flexibility in planning for, or reacting to, changes in our business, the industry in which we operate or the general economy; and |
• | result in higher interest expense if interest rates increase and we have outstanding floating rate borrowings. |
• | transferring or selling certain assets; |
• | paying dividends or distributions, repaying subordinated indebtedness (if any) or making certain investments or other restricted payments; |
• | incurring or guaranteeing additional indebtedness or, with respect to our restricted subsidiaries, issuing preferred stock; |
• | creating or incurring liens securing indebtedness; |
• | incurring dividend or similar payment restrictions affecting restricted subsidiaries; |
• | consummating a merger, consolidation or sale of all or substantially all our and our restricted subsidiaries’ assets; |
• | entering into transactions with affiliates; and |
• | engaging in a business other than our current business and businesses related, ancillary or complementary, to our current businesses or immaterial businesses. |
• | incur or guarantee additional debt; |
• | pay dividends; |
• | repay subordinated debt prior to its maturity; |
• | grant additional liens on our assets; |
• | enter into transactions with our affiliates; |
• | repurchase stock; |
• | make certain investments or acquisitions of substantially all or a portion of another entity’s business assets; |
• | undergo a change of control; and |
• | merge with another entity or dispose of our assets. |
• | limit the ability of stockholders to nominate or remove directors; |
• | authorize our board to issue preferred stock and to determine the price and other terms, including preferences and voting rights, of those shares without stockholder approval; |
• | establish advance notice procedures for nominating directors or presenting matters at stockholder meetings; and |
• | limit the persons who may call special meetings of stockholders. |
SAExploration Holdings, Inc. | ||
By: | /s/ Brent Whiteley | |
Brent Whiteley | ||
Chief Financial Officer, General | ||
Counsel and Secretary (Duly | ||
Authorized Officer and Principal | ||
Financial Officer) | ||
Exhibit No. | Description | Included | Form | Filing Date | ||||
2.1 | Agreement and Plan of Reorganization dated as of December 10, 2012, by and among the Registrant., Trio Merger Sub, Inc., SAExploration Holdings, Inc. and CLCH, LLC. | By Reference | 8-K | December 11, 2012 | ||||
2.2 | First Amendment to Agreement and Plan of Reorganization dated as of May 23, 2013, by and among the Registrant, Trio Merger Sub, Inc., SAExploration Holdings, Inc. and CLCH, LLC. | By Reference | 8-K | May 28, 2013 | ||||
3.1 | Second Amended and Restated Certificate of Incorporation. | By Reference | 8-K | June 28, 2013 | ||||
3.2 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of SAExploration Holdings, Inc. | By Reference | 8-K | August 1, 2016 | ||||
3.3 | Third Amended and Restated Certification of Incorporation. | By Reference | 8-K/A | September 9, 2016 | ||||
3.4 | Second Amended and Restated Bylaws. | By Reference | 8-K | August 1, 2016 | ||||
4.1 | Specimen Common Stock Certificate. | By Reference | 8-K | June 28, 2013 | ||||
4.2 | Indenture, dated July 2, 2014, by and among the Company, the guarantors named therein and U.S. Bank National Association, as trustee and noteholder collateral agent. | By Reference | 8-K | July 9, 2014 | ||||
4.3 | 10.000% Senior Secured Notes due 2019 dated June 19, 2015. | By Reference | 10-Q | August 7, 2015 | ||||
4.4 | Notation of Guarantee executed June 19, 2015, among the Company, SAExploration Sub, Inc., SAExploration, Inc., SAExploration Seismic Services (US), LLC, and NES, LLC. | By Reference | 10-Q | August 7, 2015 | ||||
4.5 | First Supplemental Indenture, dated as of June 29, 2016, among SAExploration Holdings, Inc., the guarantors party thereto, and Wilmington Savings Fund Society, FSB, as trustee and noteholder collateral agent. | By Reference | 8-K | July 1, 2016 | ||||
4.6 | Indenture, dated July 27, 2016, by and among the Company, the guarantors named therein and Wilmington Savings Fund Society, FSB, as trustee and noteholder collateral agent. | By Reference | 8-K | August 1, 2016 | ||||
4.7 | Form of 10.000% Senior Secured Second Lien Notes due 2019 (included in Exhibit 4.6). | By Reference | 8-K | August 1, 2016 |
Exhibit No. | Description | Included | Form | Filing Date | ||||
4.8 | Notation of Guarantee executed July 27, 2016, among SAExploration Sub, Inc., SAExploration, Inc., SAExploration Seismic Services (US), LLC and NES, LLC. | By Reference | 8-K | August 1, 2016 | ||||
4.9 | Additional Indebtedness Joinder and Designation, dated as of July 27, 2016, by and among Wells Fargo Bank, National Association, as ABL Agent, Wilmington Savings Fund Society, FSB, as Existing Noteholder Agent, Delaware Trust Company, as Term Agent, and Wilmington Savings Fund Society, FSB, as Additional Noteholder Agent. | By Reference | 8-K | August 1, 2016 | ||||
4.10 | Warrant Agreement, dated as of July 27, 2016 between the Company and Continental Stock Transfer & Trust Company, as Warrant Agent. | By Reference | 8-K | August 1, 2016 | ||||
4.11 | Form of Series A Warrant (included in Exhibit 4.10). | By Reference | 8-K | August 1, 2016 | ||||
4.12 | Form of Series B Warrant (included in Exhibit 4.10). | By Reference | 8-K | August 1, 2016 | ||||
4.13 | Registration Rights Agreement, dated June 24, 2013, by and between the Registrant and CLCH, LLC. | By Reference | 8-K | June 28, 2013 | ||||
4.14 | Registration Rights Agreement, dated July 27, 2016, by and between the Company and the holders named therein. | By Reference | 8-K | August 1, 2016 | ||||
4.15 | First Amendment dated as of August 25, 2016 to Registration Rights Agreement dated July 27, 2016, between the Company and the holders named therein. | By Reference | 8-K | August 25, 2016 | ||||
10.1 | Restructuring Support Agreement, dated as of June 13, 2016, among SAExploration Holdings, Inc., the members of management identified therein and the supporting holders identified therein. | By Reference | 8-K | June 13, 2016 | ||||
10.2 | Term Loan and Security Agreement, dated as of June 29, 2016, by and among SAExploration Holdings, Inc., as borrower, the guarantors named therein, as guarantors, the lenders from time to time party thereto, as lenders and Delaware Trust Company, as collateral agent and administrative agent. | By Reference | 8-K | July 1, 2016 | ||||
Exhibit No. | Description | Included | Form | Filing Date | ||||
10.3 | Amended and Restated Intercreditor Agreement, dated as of June 29, 2016, by and among Wells Fargo Bank, National Association, as lender and collateral agent, Wilmington Savings Fund Society, FSB, as trustee and collateral agent, Delaware Trust Company, as administrative agent and collateral agent and, upon execution of an additional indebtedness joinder and designation, the additional noteholder agent. | By Reference | 8-K | July 1, 2016 | ||||
10.4 | First Amendment to Security Agreement, dated as of June 29, 2016, by and among Wilmington Savings Fund Society, FSB, SAExploration Holdings, Inc., SAExploration, Inc., SAExploration Sub, Inc., NES, LLC, and SAExploration Seismic Services (US), LLC. | By Reference | 8-K | July 1, 2016 | ||||
10.5 | First Amendment to Credit and Security Agreement, dated as of June 29, 2016, by and among Wells Fargo Bank, National Association, SAExploration, Inc., SAExploration Holdings, Inc., SAExploration Sub, Inc., NES, LLC, and SAExploration Seismic Services (US), LLC. | By Reference | 8-K | July 1, 2016 | ||||
10.6 | Security Agreement, dated July 27, 2016, by and among the Company, the guarantors named therein and Wilmington Savings Fund Society, FSB, as noteholder collateral agent. | By Reference | 8-K | August 1, 2016 | ||||
10.7 | First Amendment dated as of October 24, 2016 to Term Loan and Security Agreement, dated as of June 29, 2016. | By Reference | 8-K | October 27, 2016 | ||||
10.8 | Form of Director and Officer Indemnification Agreement. | By Reference | 8-K | August 1, 2016 | ||||
10.9 | Amended and Restated Executive Employment Agreement, dated August 3, 2016, by and between the Company and Jeff Hastings. | By Reference (*) | 8-K | August 9, 2016 | ||||
10.10 | Amended and Restated Executive Employment Agreement, dated August 3, 2016, by and between the Company and Brian Beatty. | By Reference (*) | 8-K | August 9, 2016 | ||||
10.11 | Amended and Restated Executive Employment Agreement, dated August 3, 2016, by and between the Company and Brent Whiteley. | By Reference (*) | 8-K | August 9, 2016 | ||||
10.12 | Amended and Restated Executive Employment Agreement, dated August 3, 2016, by and between the Company and Mike Scott. | By Reference (*) | 8-K | August 9, 2016 | ||||
10.13 | Amended and Restated Executive Employment Agreement, dated August 3, 2016, by and between the Company and Darin Silvernagle. | By Reference (*) | 8-K | August 9, 2016 | ||||
Exhibit No. | Description | Included | Form | Filing Date | ||||
10.14 | Executive Employment Agreement, dated August 3, 2016, by and between the Company and Ryan Abney. | By Reference (*) | 8-K | August 9, 2016 | ||||
10.15 | Form of SAExploration Holdings, Inc. 2016 Long-Term Incentive Plan, adopted by the Board of Directors on August 3, 2016. | By Reference (*) | 8-K | August 9, 2016 | ||||
10.16 | Form of Notice of Stock Option Award—MIP Options and Form of Stock Option Award Agreement—MIP Options (included in Exhibit 10.15). | By Reference (*) | 8-K | August 9, 2016 | ||||
10.17 | Form of Notice of Stock Units Award—MIP Stock Units and Form of Stock Units Award Agreement—MIP Stock Units (included in Exhibit 10.15). | By Reference (*) | 8-K | August 9, 2016 | ||||
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Herewith | ||||||
31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Herewith | ||||||
32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Herewith | ||||||
32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Herewith | ||||||
101 | The following materials from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of September 30, 2016 (unaudited) and December 31, 2015, (ii) Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2016 and 2015, (iii) Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2016 and 2015, (iv) Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the nine months ended September 30, 2016, (v) Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and 2015 and (vi) Notes to Unaudited Condensed Consolidated Financial Statements. | Herewith |
1. | I have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2016 of SAExploration Holdings, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: November 4, 2016 | /s/ Jeff Hastings | |
Jeff Hastings | ||
Chief Executive Officer and Chairman of the Board | ||
(Principal Executive Officer) |
1. | I have reviewed this quarterly report on Form 10-Q for the period ended September 30, 2016 of SAExploration Holdings, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: November 4, 2016 | /s/ Brent Whiteley | |
Brent Whiteley | ||
Chief Financial Officer, General Counsel and Secretary (Principal Financial Officer) | ||
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: November 4, 2016 | /s/ Jeff Hastings | |
Jeff Hastings | ||
Chief Executive Officer and Chairman of the Board | ||
(Principal Executive Officer) |
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: November 4, 2016 | /s/ Brent Whiteley | |
Brent Whiteley | ||
Chief Financial Officer, General Counsel and Secretary (Principal Financial Officer) |
Document And Entity Information - shares |
9 Months Ended | |
---|---|---|
Sep. 30, 2016 |
Oct. 28, 2016 |
|
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | SAEX | |
Entity Common Stock, Shares Outstanding | 9,343,513 | |
Entity Registrant Name | SAExploration Holdings, Inc. | |
Entity Central Index Key | 0001514732 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company |
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares |
Sep. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Common Stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common Stock, authorized shares (in shares) | 55,000,000 | 55,000,000 |
Common Stock, issued shares (in shares) | 9,343,513 | 129,269 |
Common Stock, outstanding shares (in shares) | 9,343,513 | 129,269 |
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
Sep. 30, 2016 |
Sep. 30, 2015 |
|
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (17,397) | $ 186 | $ 104 | $ 7,286 |
Foreign currency translation gain (loss) | 289 | 348 | (695) | 105 |
Total comprehensive income (loss) | (17,108) | 534 | (591) | 7,391 |
Less: comprehensive income attributable to noncontrolling interest | 15 | 295 | 3,021 | 4,128 |
Comprehensive income (loss) attributable to the Corporation | $ (17,123) | $ 239 | $ (3,612) | $ 3,263 |
DESCRIPTION OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
9 Months Ended |
---|---|
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | DESCRIPTION OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of the Business SAExploration Holdings, Inc. and its Subsidiaries (collectively, the “Corporation”) is an internationally-focused oilfield services company offering seismic data acquisition and logistical support services in Alaska, Canada, South America, and Southeast Asia to its customers in the oil and natural gas industry. In addition to the acquisition of 2D, 3D, time-lapse 4D and multi-component seismic data on land, in transition zones and offshore in depths reaching 3,000 meters, the Corporation offers a full-suite of logistical support and in-field data processing services. The Corporation operates crews around the world that utilize over 29,500 owned land and marine channels of seismic data acquisition equipment and other equipment as needed to complete particular projects. Seismic data is used by its customers, including major integrated oil companies, national oil companies and large international independent oil and gas exploration and production companies, to identify and analyze drilling prospects and maximize successful drilling. The results of the seismic surveys the Corporation conducts belong to its customers and are proprietary in nature; the Corporation does not acquire data for its own account or for future sale or maintain multi-client data libraries. Basis of Presentation The unaudited interim condensed consolidated financial statements of the Corporation as of September 30, 2016 and for the three and nine months ended September 30, 2016 and 2015 included herein, have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The year-end condensed consolidated balance sheet was derived from the audited financial statements as of December 31, 2015. Although the financial statements and related information included herein have been prepared without audit, and certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, the Corporation believes that the note disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the Corporation’s audited consolidated financial statements and the notes thereto included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2015, as amended by its Annual Report on Form 10-K/A for the same period (such report, as amended, the "Amended 10-K"). In the opinion of management, the unaudited interim financial statements included herein reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the Corporation’s financial position, results of operations, and cash flows for the periods presented. The results of operations for interim periods are not necessarily indicative of the results expected for the full year or any future period. Certain amounts in the condensed consolidated balance sheet as of December 31, 2015, presented herein have been reclassified to conform to the current period presentation. These reclassifications had no effect on financial position, net income, stockholders' deficit, or cash flows. On July 27, 2016, the Corporation completed a 135-for-1 reverse stock split, whereby each 135 shares of its common stock were reclassified into one share of common stock. All share and per share amounts for all periods presented have been adjusted to reflect the reverse split as though it had occurred prior to the earliest period presented. Significant Accounting Policies There have been no changes to the significant accounting policies of the Corporation from the information provided in Note 2 of the Notes to Consolidated Financial Statements in the Corporation’s Amended 10-K, except as discussed below under Recently Issued Accounting Pronouncements - Statement of Cash Flows, Debt Issuance Costs and Share-Based Compensation. Recently Issued Accounting Pronouncements Statement of Cash Flows In August 2016, the Financial Accounting Standards Board (“FASB”) issued new guidance which clarifies the classification and presentation of certain cash flow receipts and payments on the statement of cash flows. It also requires that transactions with more than one category of classification be separated where possible or, if they are not able to be separated, be classified based on the predominant source or use of the cash flows. The new guidance includes the requirement to classify cash paid for debt prepayment or debt extinguishment costs as a financing outflow. The new guidance is effective for fiscal years beginning after December 15, 2017 for all public business entities with early adoption permitted. The Corporation has adopted the new guidance as of September 30, 2016 and retrospectively for all periods presented. As a result of the adoption of the new guidance, the amount of $41 was reclassified from operating activities to financing activities in the condensed consolidated statement of cash flows for the nine months ended September 30, 2015. Other than this reclassification, the adoption of the new guidance had no impact on the Corporation's condensed consolidated financial statements. Debt Issuance Costs In April 2015, the FASB issued new guidance which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. The new guidance does not affect the recognition and measurement of debt issuance costs. Therefore, the amortization of such costs will continue to be calculated using the interest method and be reported as interest expense. The new guidance does not specifically address, and therefore does not affect, the balance sheet presentation of debt issuance costs for revolving debt arrangements. The Corporation adopted the new guidance as of March 31, 2016 and retrospectively for all periods presented. As a result of the adoption of the new guidance, the amount of $4,370 was reclassified from deferred loan issuance costs to senior secured notes in the December 31, 2015 condensed consolidated balance sheet. Other than this reclassification, the adoption of the new guidance had no impact on the Corporation's condensed consolidated financial statements. Share-Based Compensation In March 2016, the FASB issued new guidance intended to simplify various aspects of the accounting for share-based compensation. The new guidance requires the income tax effects related to share-based compensation to be recorded in the income statement at settlement (or expiration), applied prospectively to all excess tax benefits and tax deficiencies resulting from settlements after the date of adoption of the new guidance. The new guidance also removes the requirement to delay recognition of a windfall tax benefit until it reduces current taxes payable. Under the new guidance, the benefit will be recorded when it arises, subject to normal valuation allowance considerations. This change is required to be applied on a modified retrospective basis, with a cumulative effect adjustment to opening retained earnings. All income tax related cash flows resulting from share-based payments are to be reported as operating activities on the statement of cash flows. Either prospective or retrospective transition of this provision is permitted. Currently, employers are permitted to withhold shares upon settlement of an award to satisfy the employer’s tax withholding requirement without causing the award to be liability classified. However, the amount is strictly limited to the employer’s minimum statutory tax withholding requirement. The simplification under the new guidance allows entities to withhold an amount up to the employees’ maximum individual tax rate in the relevant jurisdiction without resulting in liability classification of the award. This provision is required to be adopted using a modified retrospective approach, with a cumulative effect adjustment to opening retained earnings for any outstanding liability awards that qualify for equity classification. Additionally, the new guidance clarifies that all cash payments made to taxing authorities on the employees’ behalf for withheld shares should be presented as financing activities on the statement of cash flows. This change is required to be applied retrospectively. Under the new guidance, entities are permitted to make an accounting policy election for the impact of forfeitures on the recognition of expense for share-based payment awards. Forfeitures can be estimated, as required today, or recognized when they occur. Estimates of forfeitures will still be required in certain circumstances, such as at the time of modification of an award or issuance of a replacement award in a business combination. If elected, the change to recognize forfeitures when they occur needs to be adopted using a modified retrospective approach, with a cumulative effect adjustment recorded to opening retained earnings. The classification and measurement guidance will be effective for public business entities in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. The Corporation adopted the new guidance as of January 1, 2016, including electing to recognize forfeitures when they occur. Adoption of the new guidance did not have a material impact on the Corporation’s financial position, results of operations, cash flows or disclosures. |
RESTRUCTURING |
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Sep. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING | RESTRUCTURING The Corporation previously disclosed in its Amended 10-K and Form 10-Qs for the period ended March 31, 2016 and June 30, 2016 (collectively, the “Filings”), that it was exploring a range of transactions to address the Corporation's significant cash flow and liquidity difficulties and the longer term need to realign its capital structure with its current business, given the uncertainty regarding the State of Alaska tax credit program and the continued downturn in the oil and natural gas exploration sector. The effect of the uncertainty regarding the State of Alaska tax credit program and its effect on the Corporation’s cash flow and liquidity are discussed further in Note 3. On June 13, 2016, the Corporation entered into a comprehensive restructuring support agreement (the “Restructuring Support Agreement”) with holders (the “Supporting Holders”) of approximately 66% of the par value of the Corporation’s 10% senior secured notes due 2019 (the “Existing Notes” and the holders thereof, the “Existing Holders”), in which the Supporting Holders and the Corporation agreed to a comprehensive restructuring of the Corporation’s balance sheet, which included the funding of up to $30 million in new capital (the “Restructuring”). The following is a summary of the key aspects of the Restructuring: Exchange of Existing Notes for New Second Lien Notes. The Corporation commenced an offer on June 24, 2016 (“Exchange Offer”) to exchange each $1 of Existing Notes held by the Existing Holders for (i) $0.50 of newly issued 10% Senior Secured Second Lien Notes due 2019 (the “New Second Lien Notes”) and (ii) 46.41 shares of newly issued Corporation common stock (giving effect to a 135-for-1 reverse stock split that was effected in connection with closing of the exchange offer, (the “Reverse Stock Split”)). The Exchange Offer closed on July 27, 2016 (“Closing Date”). In connection with the Exchange Offer, the Corporation also completed a consent solicitation to make certain proposed limited amendments to the terms of the indenture for the Existing Notes, the related security documents and the existing intercreditor agreement to permit the Restructuring. The exchange was recognized in the three-month period ended September 30, 2016. A further description of the terms of the New Second Lien Notes and revised terms of the Existing Notes is provided in Note 8. New Senior Loan Facility. On June 29, 2016, the Supporting Holders and the Corporation entered into a $30 million multi-draw senior secured term loan facility (the "Senior Loan Facility"). All holders of Existing Notes that participated in the Exchange Offer were also able to participate in the Senior Loan Facility. Borrowings under the Senior Loan Facility bear interest at a rate of 10% per year, payable monthly. The Senior Loan Facility has a maturity date of January 2, 2018, unless terminated earlier. As part of the consideration for providing the Senior Loan Facility, the Corporation issued to the lenders shares equal to 28.2% of the outstanding shares of its common stock as of the Closing Date, after giving effect to the Reverse Stock Split. A further description of the terms of the Senior Loan Facility is provided in Note 7. Change in Priority of Secured Indebtedness. After the Closing Date, the priority claims of the Corporation’s secured indebtedness are (1) the Revolving Credit Facility, which is secured by all of the existing collateral on a senior first lien priority basis, (2) the Senior Loan Facility, which is secured by all of the existing collateral on a junior first lien priority basis, (3) the New Second Lien Notes, which are secured by substantially all of the existing collateral on a second lien priority basis and (4) the Existing Notes, which are secured by substantially all of the existing collateral on a third lien priority basis. Reverse Stock Split and Issuance of Common Stock. The Corporation’s stockholders approved a 135-for-1 reverse stock split that was effected on the Closing Date. After the reverse stock split, 9,213,804 shares of common stock, representing 92.69% of the shares outstanding as of the Closing Date, were issued to the lenders under the New Senior Loan Facility and to tendering holders of Existing Notes. The effect of the Reverse Stock Split on current and prior periods’ earnings per share is discussed in Note 4 and the effect on shares of common stock outstanding is discussed in Note 10. New Board of Directors. Effective as of the Closing Date, the Board of the Corporation is comprised of seven directors, of which six directors have been appointed through the date of this filing. After the final director appointment, the Board will consist of: one member of senior management, four directors chosen by the Supporting Holders, one director chosen by Whitebox Advisors LLC and one director chosen by BlueMountain Capital Management, LLC. Each of Blue Mountain Capital Management, LLC and Whitebox Advisors LLC has the right to choose one director to be nominated by the Corporation for so long as each of their common stock holdings following the Closing Date exceed 10% of the total shares outstanding. Senior Management and Share-Based Compensation. The Corporation has entered into new employment agreements with members of its existing senior management. Existing equity grants under the 2013 Long-Term Incentive Plan vested as of the Closing Date for all current participants. Additionally, the Corporation adopted a Management Incentive Plan, which reserves 1,038,258 total shares of common stock for distribution to covered employees on terms as further discussed in Note 11. Warrants. As of the Closing Date, the Corporation issued warrants to existing holders of its common stock for 4.5% of the outstanding common stock. A further description of the terms of the warrants is provided in Note 10. Costs of Supporting Holders. The Corporation has reimbursed the Supporting Holders and any agent or trustee under the various debt documents for all accrued and unpaid fees and expenses incurred in connection with the Restructuring including the costs and expenses incurred by counsel to the Supporting Holders in connection with the Restructuring. Total Indebtedness. As of July 27, 2016, the closing date of the Restructuring, the Corporation had $105.2 million face value of total debt outstanding, which was a reduction of $55.1 million face value of total debt outstanding compared to the face value of indebtedness outstanding as of June 30, 2016. Effect of Restructuring on Liquidity. As discussed above, the new Senior Loan Facility adds up to $30.0 million in additional liquidity to the Corporation. The completion of the exchange of the Existing Notes for New Second Lien Notes deferred the cash requirement for the July 2016 interest payment and at the election of the Corporation allows for the payment of interest in kind for interest covering a period of up to 12 months on the exchanged debt, with the deferred and in kind interest payments ultimately due at the maturity of the New Second Lien Notes. As a consequence, the Corporation currently believes that its existing cash, cash generated from operations and other sources of working capital, such as the Revolving Credit Facility described in Note 6 below, coupled with the reduced need for working capital due to reductions in expenses, will be sufficient for the Corporation to meet its anticipated cash needs for the next 12 months. |
CREDIT CONCENTRATION |
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Sep. 30, 2016 | |
Accounts, Notes, Loans and Financing Receivable, Classified [Abstract] | |
CREDIT CONCENTRATION | CREDIT CONCENTRATION At September 30, 2016, the Corporation's largest account receivable from one customer was $92.5 million, representing 81% of total consolidated accounts receivable. As previously disclosed in the Corporation's Filings, this customer was relying on monetization of tax credits under a State of Alaska tax credit program (“Tax Credits”), either from proceeds from the State of Alaska or from third party financing sources, to satisfy the accounts receivable. There remains substantial uncertainty regarding the timing of reimbursement from the State of Alaska and the availability of third party financing to the customer, or the Corporation, in order for the Corporation to collect its accounts receivable. Due to the customer’s inability to monetize the Tax Credits associated with the accounts receivable, it assigned to the Corporation $51.6 million of Tax Credits on April 22, 2016 and an additional $21.3 million of Tax Credits on July 27, 2016, so that the Corporation can seek to monetize these Tax Credits and apply the resulting cash, as monetization occurs, toward the customer’s repayment of its overdue account receivable. The Corporation expects the customer to assign to it the remaining Tax Credits once the applications for those Tax Credits have been applied for, which, by statute, cannot be submitted before January 1, 2017. Based upon the expected timing to monetize the Tax Credits as of September 30, 2016, the Corporation has reclassified $38.0 million from accounts receivable, net to accounts receivable, net, noncurrent in the September 30, 2016 condensed consolidated balance sheet. In its review of approximately $30.2 million of Tax Credit applications during the audit process, the Corporation received approximately $24.4 million of Tax Credit certificates from the State of Alaska during the three-month period ended September 30, 2016. The State of Alaska disallowed approximately $5.8 million of what the Corporation believes should otherwise be eligible expenditures. The Corporation's customer filed an appeal of this decision on October 18, 2016 and intends to seek a reversal of the disallowed amount. During the three months ended September 30, 2016, the Corporation recorded a reduction of the accounts receivable balance of $2.7 million related to the start of the monetization of Tax Credits. The Corporation recorded an additional $6.5 million reduction of the accounts receivable balance related to the further monetization of Tax Credits in October 2016. The Corporation still expects additional Tax Credit certificates from the State of Alaska representing approximately $60.5 million to be issued on a rolling basis over the next twelve months. There continues to be uncertainty regarding the timely payment by the State of Alaska of its obligations on issued Tax Credit certificates as well as the Corporation's ability to accurately estimate the timeframe for such payments. The Corporation continues to explore options to monetize the Tax Credit certificates, including an option to sell the certificates in the secondary market at a discount to purchasers that are able to apply the certificates to reduce their own Alaskan tax liabilities. There is a risk that any monetization of the Tax Credits certificates, however, will reflect a substantial discount and may be insufficient to fully repay the customer’s outstanding account receivable. Should this occur, the Corporation may be required to record an impairment to the amount due from the customer. |
EARNINGS PER SHARE |
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Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
EARNINGS PER SHARE | EARNINGS PER SHARE Basic income (loss) per share is computed by dividing net income (loss) attributable to the Corporation by the weighted average number of common shares outstanding during each period. Diluted income (loss) per share is computed by dividing net income (loss) attributable to the Corporation by the sum of the weighted-average number of shares outstanding during each period and the dilutive potential common shares outstanding during the period determined under the treasury stock method. In loss periods, basic net loss and diluted net loss are the same since the effect of potential common shares is anti-dilutive and therefore excluded. Dilutive potential common shares consist of shares issuable upon (i) the vesting of restricted stock, (ii) the exercising of warrants at average market prices greater than their exercise prices, and (iii) the exercising of stock options at average market prices greater than their exercise prices. Under the treasury stock method, dilutive potential common shares are determined based on the assumed exercise of dilutive restricted stock, stock options and warrants less the number of treasury shares assumed to be purchased from the amount that must be paid to exercise stock options, the amount of compensation expense for future service that has not yet been recognized for restricted stock and stock options, and the amount of tax benefits that will be recorded in additional paid-in capital when the dilutive awards become deductible. As discussed in Note 2, the Corporation completed a 135-for-1 reverse split of the outstanding common stock effective as of the Closing Date of the Restructuring. As a result, all share and per share amounts for all periods presented have been adjusted to reflect the reverse split as though it had occurred prior to the earliest period presented. The computation of basic and diluted net income (loss) per share is as follows:
Options to purchase 311,477 shares of common stock have been excluded from the calculation of diluted loss income per share in the three and nine month periods ended September 30, 2016, since the option exercise prices were higher than the weighted average share price during the period the options were outstanding. Options to purchase 1,790 shares of common stock have been excluded from the calculation of diluted net income (loss) per share in the three and nine month periods ended September 30, 2015, since the option exercise prices were higher than the weighted average share price during the period the options were outstanding. Unvested restricted stock units representing 39,667 and 17,134 shares under the treasury stock method were excluded from the calculation of diluted net loss per share in the three and nine month periods ended September 30, 2016, respectively, since they were anti-dilutive. Unvested restricted stock units representing 63 shares were excluded from the calculation of diluted net loss per share in the three-month month period ended September 30, 2015, since they were anti-dilutive. Warrants to purchase 308,216 shares of common stock have been excluded from the calculation of diluted net loss per share in the three and nine month periods ended September 30, 2016, since the warrant exercise prices were higher than the weighted average share price during the respective periods. Warrants to purchase 4,310 shares of common stock have been excluded from the calculation of diluted net income (loss) per share in the three and nine month periods ended September 30, 2015, since the warrant exercise price was higher than the weighted average share price during the respective periods. |
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS |
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS | DETAIL OF SELECTED BALANCE SHEET ACCOUNTS Accounts Receivable Accounts receivable is comprised of the following:
Property and Equipment Property and equipment is comprised of the following:
Intangible Assets Intangible assets are comprised of the following:
Accrued Liabilities Accrued liabilities are comprised of the following:
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REVOLVING CREDIT FACILITY |
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Debt Disclosure [Abstract] | |||||||||||||||||
REVOLVING CREDIT FACILITY | REVOLVING CREDIT FACILITY On November 6, 2014, SAExploration, Inc. (“Borrower”), the Corporation and the Corporation’s other domestic subsidiaries and Wells Fargo Bank, National Association ("Wells Fargo" or “Lender”) entered into a Credit and Security Agreement. The credit agreement provides for a $20,000 revolving line of credit facility ("Revolving Credit Facility") secured by the Corporation’s and the Corporation's domestic subsidiaries' U.S. assets, including accounts receivable and equipment, subject to certain exclusions and exceptions as set forth in the credit agreement. The proceeds of the Revolving Credit Facility are primarily used to fund the Corporation’s working capital needs for its operations and for general corporate purposes. As of September 30, 2016 and December 31, 2015, borrowings of $11,627 and $7,899, respectively, were outstanding under the Revolving Credit Facility. Borrowings made under the Revolving Credit Facility bear interest, payable monthly, at a rate of daily three month LIBOR plus 3% (3.85% at September 30, 2016 and 3.61% at December 31, 2015). The Revolving Credit Facility has a maturity date of November 6, 2017, unless terminated earlier. The Corporation may request, and the Lender may grant, an increase to the maximum amount available under the Revolving Credit Facility in minimum increments of $1,000 not to exceed an additional $10,000 in the aggregate, so long as certain conditions as described in the credit agreement are met. The credit agreement includes a sub-facility for letters of credit in amounts up to the lesser of the available borrowing base or $10,000. Letters of credit are subject to Lender approval and a fee which accrues at the annual rate of 3% of the undrawn daily balance of the outstanding letters of credit, payable monthly. An unused line fee of 0.5% per annum of the daily average of the maximum Revolving Credit Facility amount reduced by outstanding borrowings and letters of credit is payable monthly. As of September 30, 2016 and December 31, 2015, letters of credit totaling $1,300 and $100, respectively, were outstanding under the sub-facility. For a complete discussion of the terms and security for the Revolving Credit Facility, see Note 5 of the Notes to Consolidated Financial Statements included in the Corporation's Amended 10-K. Under the Revolving Credit Facility, borrowings are subject to borrowing base availability and may not exceed 85% of the amount of eligible accounts receivable, as defined, plus the lesser of $20,000 or 85% of the orderly net liquidation value of existing eligible equipment per appraisal and 85% of hard costs of acquired eligible equipment, less the aggregate amount of any reserves established by the Lender. If borrowings under the revolving credit facility exceed $5,000, the Corporation is subject to minimum rolling 12 months EBITDA requirements of $20,000 on a consolidated basis and $8,000 on the Corporation’s operations in the State of Alaska. The credit agreement contains covenants including, but not limited to (i) maintain and deliver to Lender, as required, certain financial reports, records and other items, (ii) subject to certain exceptions under the credit agreement, restrictions on the ability of the Corporation to incur indebtedness, create or incur liens, enter into fundamental changes to corporate structure or to the nature of the business of the Corporation, dispose of assets, permit a change in control, acquire non-permitted investments, enter into affiliate transactions or make distributions, (iii) maintain the minimum EBITDA specified above and (iv) maintain eligible equipment, as defined, located in the State of Alaska with a value of at least 75% of the value of such equipment included in the borrowing base availability plus the value of equipment outside the United States which would be otherwise eligible under the credit agreement. The credit agreement also contains representations, warranties, covenants and other terms and conditions, including relating to the payment of fees to the Lender, which are customary for agreements of this type. The Corporation was in compliance with the credit agreement covenants as of September 30, 2016. In connection with the Restructuring discussed in Note 2, the Corporation and Lender entered into an amendment to the Revolving Credit Facility on June 29, 2016, to permit the entry into and borrowings under the new Senior Loan Facility, the issuance of the New Second Lien Notes, the entry into an amended and restated intercreditor agreement, the amendments to the existing security agreement and any necessary amendments to the collateral agreements relating to the Existing Notes and consented to and waived any and all defaults or events of default resulting directly from the Restructuring. In connection with the execution of the amendment, the Corporation paid $24 and $54 in fees which were charged to selling, general and administrative expenses in the three and nine month periods ended September 30, 2016, respectively. SENIOR LOAN FACILITY On June 29, 2016, the Corporation, as borrower, and each of the Corporation’s domestic subsidiaries, as guarantors (the “Guarantors”), entered into the Senior Loan Facility with the Supporting Holders of the Existing Notes. In addition to the Supporting Holders, one additional holder of the Existing Notes subsequently elected to participate as a lender in the Senior Loan Facility based on their proportionate ownership of the Existing Notes as discussed in Note 14, Related Party Transactions. The Senior Loan Facility provides funding up to a maximum amount of $30,000. A draw of $5,600 was made on June 29, 2016, followed by a second draw in the amount of $9,395 on July 27, 2016, for a total of $14,995 outstanding of the $15,000 available as of September 30, 2016. Under the terms of the Senior Loan Facility, the remaining $15,000 becomes available for borrowing based upon receipt by the Corporation of Alaska Tax Credits of not less than $25,000. On October 24, 2016, the lenders amended the Senior Loan Facility to waive the Alaska Tax Credit requirement, thereby allowing the Corporation to immediately access the remaining $15,000 availability. Under the terms of the Senior Loan Facility, the remaining availability can be borrowed on up to three separate dates. Borrowings under the Senior Loan Facility bear interest at a rate of 10% per year, payable monthly. The Senior Loan Facility has a maturity date of January 2, 2018, unless terminated earlier. In connection with the borrowing, deferred loan issuance costs totaling $29,091 and $30,051 were recorded in the three and nine months ended September 30, 2016, respectively, which were recorded as a deferred loan issuance cost on the balance sheet. The deferred loan issuance costs recorded in the nine months ended September 30, 2016 consisted of a $600 facility fee, $1,026 in legal and investment banking costs, and $28,425 for the fair value of 2,803,302 shares of Corporation common stock issued to the lenders on July 27, 2016. The fair value of the common stock was determined using the probability-weighted expected return method based on a combination of the income and market approaches and a mergers and acquisition scenario. The deferred loan issuance costs are being amortized on a straight line basis over the term of the Senior Loan Facility. The Senior Loan Facility is secured by substantially all of the collateral securing the obligations under (i) the Revolving Credit Agreement and (ii) the Existing Notes, including the receivable due to the Corporation discussed in Note 3. This security interest is junior to the security interest in such collateral securing the obligations under the Revolving Credit Facility and senior to the security interests in such collateral securing the obligations under the New Second Lien Notes and the Existing Notes. The Senior Loan Facility contains negative covenants that restrict the Corporation’s and the Guarantors’ ability to incur indebtedness, create or incur liens, enter into fundamental changes to the Corporation’s corporate structure or to the nature of the Corporation’s business, dispose of assets, permit a change in control to occur, make certain prepayments, other payments and distributions, make certain investments, enter into affiliate transactions or make certain distributions, and requires that the Corporation maintain and deliver certain financial reports, projections, records and other items. The Senior Loan Facility also contains customary representations, warranties, covenants and other terms and conditions, including relating to the payment of fees to the Senior Loan Facility agent and the lenders, and customary events of default. On June 29, 2016, the Corporation, the guarantors party thereto (the “Existing Notes Guarantors”) and Wilmington Savings Fund Society, FSB (successor to U.S. Bank National Association), as trustee for the Existing Notes (the “Existing Trustee”), entered into a first supplemental indenture (the “Supplemental Indenture”) to the indenture governing the Existing Notes (the “Existing Indenture”). The Supplemental Indenture modified the Existing Indenture to, among other things, permit the incurrence of additional secured indebtedness pursuant to the Senior Loan Facility and the issuance of the New Second Lien Notes in the Exchange Offer. The Supplemental Indenture includes additional changes necessary to give effect to the Restructuring and directed the Existing Trustee, in its capacity as noteholder collateral agent for the Existing Notes, to enter into the Amended and Restated Intercreditor Agreement and the amendment to the Existing Security Agreement, each as described below, on behalf of the Existing Holders. The material terms of the Existing Indenture, other than the amendments summarized above, remain substantially as set forth in the Existing Indenture. On June 29, 2016, Wells Fargo, in its capacity as lender and collateral agent under the Revolving Credit Facility, Wilmington Savings Fund Society, FSB (successor to U.S. Bank National Association), in its capacity as trustee and collateral agent for the Existing Notes ("Noteholder Collateral Agent"), and Delaware Trust Corporation, in its capacity as administrative agent and collateral agent for the Senior Loan Facility, amended and restated the Intercreditor Agreement, dated as of November 6, 2014, by and between Wells Fargo and Wilmington Savings Fund Society, FSB (as successor to U.S. Bank National Association) (the “Existing Intercreditor Agreement” and as amended and restated, the “Amended and Restated Intercreditor Agreement”), to govern the relationship of the Existing Holders, the holders of New Second Lien Notes, and the lenders under the Corporation’s Revolving Credit Facility and Senior Loan Facility, with respect to the collateral and certain other matters. The Amended and Restated Intercreditor Agreement, among other things, modifies the terms of the Existing Intercreditor Agreement to (i) establish the relative priorities, rights, obligations and remedies with respect to the collateral among the Existing Holders, the holders of the New Second Lien Notes, the lenders under the Revolving Credit Facility, the lenders under the Senior Loan Facility, the holders of future debt that is permitted to share the security interests currently held by them and the collateral agents of the foregoing (collectively, the “Secured Parties”); and (ii) modify the terms of the Existing Intercreditor Agreement to permit the holders of obligations under the Senior Loan Facility and the New Second Lien Notes to share the security interests currently held by the Existing Holders and Wells Fargo as the lender under the Revolving Credit Facility as follows:
In addition, the Amended and Restated Intercreditor Agreement provides that, following a triggering event, as among the Secured Parties, the Senior Representative (defined below) will have the right (subject to a purchase option by the other Secured Parties) to, or the right to direct any other collateral agent to, adjust or settle insurance policies or claims in the event of any loss thereunder relating to insurance proceeds with respect to collateral, to approve any award granted in any condemnation or similar proceeding affecting such insurance proceeds and to enforce rights, exercise remedies and discretionary rights and powers with respect to collateral. The Secured Parties agreed that if the Corporation or any guarantor becomes subject to a case under the U.S. Bankruptcy Code, the Secured Parties will only be permitted to object to a debtor-in-possession financing or the use of cash collateral if the Secured Parties for which the Senior Representative is the collateral agent also object. The “Senior Representative” under the Amended and Restated Intercreditor Agreement is Wells Fargo as the Revolving Credit Facility agent, until the obligations under the Revolving Credit Facility have been discharged in full, after which the Senior Loan Facility agent will be the Senior Representative; and once the Revolving Credit Facility agent and the Senior Loan Facility agent each cease to be the Senior Representative and the obligations under each of the Revolving Credit Facility and Senior Loan Facility have been discharged in full, the Senior Representative will be Wilmington Savings Fund Society, FSB, as the New Noteholder Collateral Agent. The material terms of the Amended and Restated Intercreditor Agreement, other than those summarized above, remain substantially as set forth in the Existing Intercreditor Agreement, except that the Noteholder Collateral Agent will no longer have a first-priority security interest in the “Noteholder Priority Collateral” (as such term is defined in the Existing Intercreditor Agreement). On June 29, 2016, the Corporation and the Existing Notes Guarantors, as pledgors, also entered into an amendment (the “Security Agreement Amendment”) to the Security Agreement, dated as of July 2, 2014 (as amended from time to time, the “Existing Security Agreement”), with Wilmington Savings Fund Society, FSB, as Noteholder Collateral Agent for the Existing Notes. The Security Agreement Amendment introduced conforming changes to reflect the provisions incorporated into the Amended and Restated Intercreditor Agreement. |
SENIOR LOAN FACILITY |
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Sep. 30, 2016 | |||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||
SENIOR LOAN FACILITY | REVOLVING CREDIT FACILITY On November 6, 2014, SAExploration, Inc. (“Borrower”), the Corporation and the Corporation’s other domestic subsidiaries and Wells Fargo Bank, National Association ("Wells Fargo" or “Lender”) entered into a Credit and Security Agreement. The credit agreement provides for a $20,000 revolving line of credit facility ("Revolving Credit Facility") secured by the Corporation’s and the Corporation's domestic subsidiaries' U.S. assets, including accounts receivable and equipment, subject to certain exclusions and exceptions as set forth in the credit agreement. The proceeds of the Revolving Credit Facility are primarily used to fund the Corporation’s working capital needs for its operations and for general corporate purposes. As of September 30, 2016 and December 31, 2015, borrowings of $11,627 and $7,899, respectively, were outstanding under the Revolving Credit Facility. Borrowings made under the Revolving Credit Facility bear interest, payable monthly, at a rate of daily three month LIBOR plus 3% (3.85% at September 30, 2016 and 3.61% at December 31, 2015). The Revolving Credit Facility has a maturity date of November 6, 2017, unless terminated earlier. The Corporation may request, and the Lender may grant, an increase to the maximum amount available under the Revolving Credit Facility in minimum increments of $1,000 not to exceed an additional $10,000 in the aggregate, so long as certain conditions as described in the credit agreement are met. The credit agreement includes a sub-facility for letters of credit in amounts up to the lesser of the available borrowing base or $10,000. Letters of credit are subject to Lender approval and a fee which accrues at the annual rate of 3% of the undrawn daily balance of the outstanding letters of credit, payable monthly. An unused line fee of 0.5% per annum of the daily average of the maximum Revolving Credit Facility amount reduced by outstanding borrowings and letters of credit is payable monthly. As of September 30, 2016 and December 31, 2015, letters of credit totaling $1,300 and $100, respectively, were outstanding under the sub-facility. For a complete discussion of the terms and security for the Revolving Credit Facility, see Note 5 of the Notes to Consolidated Financial Statements included in the Corporation's Amended 10-K. Under the Revolving Credit Facility, borrowings are subject to borrowing base availability and may not exceed 85% of the amount of eligible accounts receivable, as defined, plus the lesser of $20,000 or 85% of the orderly net liquidation value of existing eligible equipment per appraisal and 85% of hard costs of acquired eligible equipment, less the aggregate amount of any reserves established by the Lender. If borrowings under the revolving credit facility exceed $5,000, the Corporation is subject to minimum rolling 12 months EBITDA requirements of $20,000 on a consolidated basis and $8,000 on the Corporation’s operations in the State of Alaska. The credit agreement contains covenants including, but not limited to (i) maintain and deliver to Lender, as required, certain financial reports, records and other items, (ii) subject to certain exceptions under the credit agreement, restrictions on the ability of the Corporation to incur indebtedness, create or incur liens, enter into fundamental changes to corporate structure or to the nature of the business of the Corporation, dispose of assets, permit a change in control, acquire non-permitted investments, enter into affiliate transactions or make distributions, (iii) maintain the minimum EBITDA specified above and (iv) maintain eligible equipment, as defined, located in the State of Alaska with a value of at least 75% of the value of such equipment included in the borrowing base availability plus the value of equipment outside the United States which would be otherwise eligible under the credit agreement. The credit agreement also contains representations, warranties, covenants and other terms and conditions, including relating to the payment of fees to the Lender, which are customary for agreements of this type. The Corporation was in compliance with the credit agreement covenants as of September 30, 2016. In connection with the Restructuring discussed in Note 2, the Corporation and Lender entered into an amendment to the Revolving Credit Facility on June 29, 2016, to permit the entry into and borrowings under the new Senior Loan Facility, the issuance of the New Second Lien Notes, the entry into an amended and restated intercreditor agreement, the amendments to the existing security agreement and any necessary amendments to the collateral agreements relating to the Existing Notes and consented to and waived any and all defaults or events of default resulting directly from the Restructuring. In connection with the execution of the amendment, the Corporation paid $24 and $54 in fees which were charged to selling, general and administrative expenses in the three and nine month periods ended September 30, 2016, respectively. SENIOR LOAN FACILITY On June 29, 2016, the Corporation, as borrower, and each of the Corporation’s domestic subsidiaries, as guarantors (the “Guarantors”), entered into the Senior Loan Facility with the Supporting Holders of the Existing Notes. In addition to the Supporting Holders, one additional holder of the Existing Notes subsequently elected to participate as a lender in the Senior Loan Facility based on their proportionate ownership of the Existing Notes as discussed in Note 14, Related Party Transactions. The Senior Loan Facility provides funding up to a maximum amount of $30,000. A draw of $5,600 was made on June 29, 2016, followed by a second draw in the amount of $9,395 on July 27, 2016, for a total of $14,995 outstanding of the $15,000 available as of September 30, 2016. Under the terms of the Senior Loan Facility, the remaining $15,000 becomes available for borrowing based upon receipt by the Corporation of Alaska Tax Credits of not less than $25,000. On October 24, 2016, the lenders amended the Senior Loan Facility to waive the Alaska Tax Credit requirement, thereby allowing the Corporation to immediately access the remaining $15,000 availability. Under the terms of the Senior Loan Facility, the remaining availability can be borrowed on up to three separate dates. Borrowings under the Senior Loan Facility bear interest at a rate of 10% per year, payable monthly. The Senior Loan Facility has a maturity date of January 2, 2018, unless terminated earlier. In connection with the borrowing, deferred loan issuance costs totaling $29,091 and $30,051 were recorded in the three and nine months ended September 30, 2016, respectively, which were recorded as a deferred loan issuance cost on the balance sheet. The deferred loan issuance costs recorded in the nine months ended September 30, 2016 consisted of a $600 facility fee, $1,026 in legal and investment banking costs, and $28,425 for the fair value of 2,803,302 shares of Corporation common stock issued to the lenders on July 27, 2016. The fair value of the common stock was determined using the probability-weighted expected return method based on a combination of the income and market approaches and a mergers and acquisition scenario. The deferred loan issuance costs are being amortized on a straight line basis over the term of the Senior Loan Facility. The Senior Loan Facility is secured by substantially all of the collateral securing the obligations under (i) the Revolving Credit Agreement and (ii) the Existing Notes, including the receivable due to the Corporation discussed in Note 3. This security interest is junior to the security interest in such collateral securing the obligations under the Revolving Credit Facility and senior to the security interests in such collateral securing the obligations under the New Second Lien Notes and the Existing Notes. The Senior Loan Facility contains negative covenants that restrict the Corporation’s and the Guarantors’ ability to incur indebtedness, create or incur liens, enter into fundamental changes to the Corporation’s corporate structure or to the nature of the Corporation’s business, dispose of assets, permit a change in control to occur, make certain prepayments, other payments and distributions, make certain investments, enter into affiliate transactions or make certain distributions, and requires that the Corporation maintain and deliver certain financial reports, projections, records and other items. The Senior Loan Facility also contains customary representations, warranties, covenants and other terms and conditions, including relating to the payment of fees to the Senior Loan Facility agent and the lenders, and customary events of default. On June 29, 2016, the Corporation, the guarantors party thereto (the “Existing Notes Guarantors”) and Wilmington Savings Fund Society, FSB (successor to U.S. Bank National Association), as trustee for the Existing Notes (the “Existing Trustee”), entered into a first supplemental indenture (the “Supplemental Indenture”) to the indenture governing the Existing Notes (the “Existing Indenture”). The Supplemental Indenture modified the Existing Indenture to, among other things, permit the incurrence of additional secured indebtedness pursuant to the Senior Loan Facility and the issuance of the New Second Lien Notes in the Exchange Offer. The Supplemental Indenture includes additional changes necessary to give effect to the Restructuring and directed the Existing Trustee, in its capacity as noteholder collateral agent for the Existing Notes, to enter into the Amended and Restated Intercreditor Agreement and the amendment to the Existing Security Agreement, each as described below, on behalf of the Existing Holders. The material terms of the Existing Indenture, other than the amendments summarized above, remain substantially as set forth in the Existing Indenture. On June 29, 2016, Wells Fargo, in its capacity as lender and collateral agent under the Revolving Credit Facility, Wilmington Savings Fund Society, FSB (successor to U.S. Bank National Association), in its capacity as trustee and collateral agent for the Existing Notes ("Noteholder Collateral Agent"), and Delaware Trust Corporation, in its capacity as administrative agent and collateral agent for the Senior Loan Facility, amended and restated the Intercreditor Agreement, dated as of November 6, 2014, by and between Wells Fargo and Wilmington Savings Fund Society, FSB (as successor to U.S. Bank National Association) (the “Existing Intercreditor Agreement” and as amended and restated, the “Amended and Restated Intercreditor Agreement”), to govern the relationship of the Existing Holders, the holders of New Second Lien Notes, and the lenders under the Corporation’s Revolving Credit Facility and Senior Loan Facility, with respect to the collateral and certain other matters. The Amended and Restated Intercreditor Agreement, among other things, modifies the terms of the Existing Intercreditor Agreement to (i) establish the relative priorities, rights, obligations and remedies with respect to the collateral among the Existing Holders, the holders of the New Second Lien Notes, the lenders under the Revolving Credit Facility, the lenders under the Senior Loan Facility, the holders of future debt that is permitted to share the security interests currently held by them and the collateral agents of the foregoing (collectively, the “Secured Parties”); and (ii) modify the terms of the Existing Intercreditor Agreement to permit the holders of obligations under the Senior Loan Facility and the New Second Lien Notes to share the security interests currently held by the Existing Holders and Wells Fargo as the lender under the Revolving Credit Facility as follows:
In addition, the Amended and Restated Intercreditor Agreement provides that, following a triggering event, as among the Secured Parties, the Senior Representative (defined below) will have the right (subject to a purchase option by the other Secured Parties) to, or the right to direct any other collateral agent to, adjust or settle insurance policies or claims in the event of any loss thereunder relating to insurance proceeds with respect to collateral, to approve any award granted in any condemnation or similar proceeding affecting such insurance proceeds and to enforce rights, exercise remedies and discretionary rights and powers with respect to collateral. The Secured Parties agreed that if the Corporation or any guarantor becomes subject to a case under the U.S. Bankruptcy Code, the Secured Parties will only be permitted to object to a debtor-in-possession financing or the use of cash collateral if the Secured Parties for which the Senior Representative is the collateral agent also object. The “Senior Representative” under the Amended and Restated Intercreditor Agreement is Wells Fargo as the Revolving Credit Facility agent, until the obligations under the Revolving Credit Facility have been discharged in full, after which the Senior Loan Facility agent will be the Senior Representative; and once the Revolving Credit Facility agent and the Senior Loan Facility agent each cease to be the Senior Representative and the obligations under each of the Revolving Credit Facility and Senior Loan Facility have been discharged in full, the Senior Representative will be Wilmington Savings Fund Society, FSB, as the New Noteholder Collateral Agent. The material terms of the Amended and Restated Intercreditor Agreement, other than those summarized above, remain substantially as set forth in the Existing Intercreditor Agreement, except that the Noteholder Collateral Agent will no longer have a first-priority security interest in the “Noteholder Priority Collateral” (as such term is defined in the Existing Intercreditor Agreement). On June 29, 2016, the Corporation and the Existing Notes Guarantors, as pledgors, also entered into an amendment (the “Security Agreement Amendment”) to the Security Agreement, dated as of July 2, 2014 (as amended from time to time, the “Existing Security Agreement”), with Wilmington Savings Fund Society, FSB, as Noteholder Collateral Agent for the Existing Notes. The Security Agreement Amendment introduced conforming changes to reflect the provisions incorporated into the Amended and Restated Intercreditor Agreement. |
NOTES PAYABLE |
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Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NOTES PAYABLE | NOTES PAYABLE Senior secured notes outstanding were as follows:
10% Senior Secured Notes due July 15, 2019 On July 2, 2014, the Corporation entered into an indenture under which it issued $150,000 of senior secured notes due July 15, 2019, in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons in offshore transactions pursuant to Regulation S under the Securities Act. On June 19, 2015, all outstanding senior secured notes were exchanged for an equal amount of new senior secured notes ("Existing Notes"), which are substantially identical in terms to the existing senior secured notes except that the Existing Notes are registered under the Securities Act of 1933, as amended. The Existing Notes bear interest at the annual rate of 10% payable semi-annually in arrears on January 15 and July 15 of each year, commencing on January 15, 2015. For a complete discussion of the terms and security for the Existing Notes, see Note 6 of the Notes to Consolidated Financial Statements included in the Corporation's Amended 10-K. The indenture, which was amended in connection with the Exchange Offer described below, contains covenants which include limitations on the Corporation's ability to: (i) transfer or sell assets; (ii) pay dividends, redeem subordinated indebtedness or make other restricted payments; (iii) incur or guarantee additional indebtedness or, with respect to the Corporation's restricted subsidiaries, issue preferred stock; (iv) create or incur liens; (v) incur dividend or other payment restrictions affecting its restricted subsidiaries; (vi) consummate a merger, consolidation or sale of all or substantially all of its or its subsidiaries’ assets; (vii) enter into transactions with affiliates; (viii) engage in business other than its current business and reasonably related extensions thereof; and (ix) take or omit to take any actions that would adversely affect or impair in any material respect the collateral securing the Existing Notes. The Corporation was in compliance with the indenture covenants as of September 30, 2016. On August 26, 2015, the Corporation entered into a privately-negotiated exchange agreement with certain funds managed by Fidelity Management & Research Company ("Holders") to exchange $10,000 principal amount of Existing Notes ("Exchanged Notes") for 2,366,307 shares of the Corporation’s common stock ("Exchanged Stock"), unadjusted for our recent reverse-stock split, as determined using a 30-day volume weighted average share price as of August 26, 2015. In connection with the exchange, the Corporation paid all accrued unpaid interest on the Exchanged Notes to the Holders in cash, and the Exchanged Notes were cancelled. The Exchanged Stock was valued at $6,602 based on the $2.79 average share price on August 27, 2015, the closing date of the exchange. The exchange resulted in a gain on early extinguishment of debt of $3,014 in the three and nine months ended September 30, 2015, consisting of the difference between the principal amount of the Exchanged Notes less the fair value of the Exchanged Stock, reduced by the Exchanged Notes pro rata portion of the Notes unamortized deferred loan issuance costs on the closing date of $343 and legal fees of $41. Exchange of Existing Notes for 10% Second Lien Notes As discussed in Note 2, the Corporation commenced an offer on June 24, 2016 to exchange each $1 of the Existing Notes for (i) $0.50 of newly issued 10% Senior Secured Second Lien Notes due 2019 and (ii) 46.41 shares of newly issued Corporation common stock (giving effect to a 135-for-1 reverse stock split that was effected in connection with closing of the Exchange Offer). The Exchange Offer closed on July 27, 2016. On the Closing Date, a total of $138,128 face value of the Existing Notes were exchanged for (i) $76,523 New Second Lien Notes, including $7,459 New Second Lien Notes representing accrued and unpaid interest and (ii) 6,410,502 shares of Corporation common stock. The exchange was accounted for as a modification during the three-month period ending September 30, 2016. The New Second Lien Notes were recorded at the net carrying value of the Existing Notes exchanged of $134,522, less the fair value of the Corporation common stock issued to participating noteholders of $65,003, plus the accrued and unpaid interest of $7,459 included in the exchange. The resulting $455 excess of carrying value over face value of the New Second Lien Notes is being amortized to interest expense over the term of the New Second Lien Notes. The fair value of the common stock was determined using the probability-weighted expected return method based on a combination of the income and market approaches and a mergers and acquisition scenario. Costs incurred by the participating noteholders during the exchange of $345 were recognized as debt discount and are being amortized over the term of the New Second Lien Notes. In connection with the Exchange Offer, the Corporation also completed a consent solicitation to make certain proposed limited amendments to the terms of the indenture for the Existing Notes, the related security documents and the existing intercreditor agreement to permit the Restructuring as discussed in Note 7. The New Second Lien Notes terms are substantially similar to the Existing Notes with the following modifications:
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INCOME TAXES |
9 Months Ended |
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Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Corporation’s effective tax rate was (7.1)% and 19.1% for the three months ended September 30, 2016 and 2015, respectively. The change in the 2016 effective tax rate was impacted by the change in valuation allowance related to U.S. operating losses from the Restructuring for which the Corporation cannot currently recognize a tax benefit. The Corporation’s effective tax rate was 97.8% and 17.4% for the nine months ended September 30, 2016 and 2015, respectively. The change in the 2016 effective tax rate was impacted by the change in valuation allowance related to U.S. operating losses from the Restructuring for which the Corporation cannot currently recognize a tax benefit. The primary reason that the 2016 effective tax rate differs from the 35% Federal statutory corporate rate is an increase in the U.S. valuation allowance due to losses from the Restructuring, further described in Note 2, offset by decreases in permanent tax differences and foreign tax rate differentials. Due to the Restructuring, the Corporation's U.S. federal tax net operating loss ("NOL") carryforwards and foreign tax credit ("FTC") carryforwards are currently under evaluation, subject to certain requirements and restrictions, including limitations on their use in the event of ownership changes. Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended (the "Code"), imposes an annual limit on the ability of a corporation that undergoes ownership changes to use its NOL and FTC carryforwards to reduce its tax liability. Earnings associated with the investments in the Corporation’s foreign subsidiaries are considered to be indefinitely reinvested outside of the U.S. Therefore, a U.S. provision for income taxes on those earnings or translation adjustments has not been recorded, as permitted by criterion outlined in ASC 740 “Income Taxes.” Determination of any unrecognized deferred tax liability for temporary differences related to investments in foreign subsidiaries that are essentially permanent in duration is not practicable due to the inherent complexity of the multi-national tax environment in which the Corporation operates. The Corporation believes that without positive evidence, it is more likely than not that the benefit from certain NOL and FTC carryforwards may not be realized. In recognition of this risk, the Corporation has maintained a full valuation allowance for the deferred tax assets relating to these NOL carryforwards and foreign tax credits of certain countries. |
STOCKHOLDERS' EQUITY |
9 Months Ended |
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Sep. 30, 2016 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY Preferred Stock The Corporation is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, rights, and preferences as may be determined from time to time by the Corporation’s Board of Directors. As of September 30, 2016 and December 31, 2015, there were no shares of preferred stock issued or outstanding. Common Stock The Corporation is authorized to issue 55,000,000 shares of common stock with a par value of $0.0001 per share. On June 15, 2016, the Corporation’s board of directors authorized a 135-for-1 reverse split of the outstanding common stock effective as of the Closing Date of the Restructuring. All share and per share amounts for all periods presented have been adjusted to reflect the reverse split as though it had occurred prior to the earliest period presented. As of September 30, 2016 and December 31, 2015, a total of 9,343,513 and 129,269 shares were issued and outstanding, respectively. Warrants A total of 4,310 warrants with an expiration date of June 24, 2016 and an exercise price of $12.00 per share expired unexercised. As an element of the Restructuring discussed in Note 2, on the Closing Date, the Corporation granted to stockholders of record on July 26, 2016, 154,108 Series A Warrants and 154,108 Series B Warrants (together, the "Warrants") to purchase shares of the Corporation's common stock. Each Warrant entitles the holder to purchase one share of the Corporation's common stock. The Series A Warrants and Series B Warrants have exercise prices of $10.30 and $12.88, respectively, and expire on July 27, 2021. The Warrants will become exercisable 30 days in advance of their expiration date contingent upon the receipt by the Corporation of Tax Credit certificates in a face amount of at least $25 million issued by the State of Alaska to the Corporation. The warrants were accounted for in equity and recorded at a fair value of $1,381 during the three-month period ended September 30, 2016. Common Stock Held in Escrow in Connection with Merger The Corporation was initially formed on February 2, 2011 under the name Trio Merger Corp. as a blank check company in order to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more business entities. On June 24, 2013 (the "Closing"), a wholly-owned subsidiary of the Corporation completed a merger ("Merger") under an Agreement and Plan of Reorganization, as amended ("Merger Agreement") with the entity formerly known as SAExploration Holdings, Inc. (“Former SAE”), at which time the business of Former SAE became the Corporation’s business. Merger Consideration Escrow A portion of the merger consideration payable at Closing of the Merger was allocable to holders of certain derivative securities of Former SAE that were not converted or exchanged prior to the Merger. As of September 30, 2016, a total of 200 shares of Corporation common stock were held in escrow pending the conversion or exercise of those derivative securities (the “Merger Consideration Escrow”). The escrow agreement provides that CLCH, LLC ("CLCH"), as nominee of the Corporation, will have voting control over all shares of Corporation common stock held in the Merger Consideration Escrow. Merger Indemnification Escrow In connection with the Merger, 4,041 shares of Corporation common stock issued to Former SAE stockholders at Closing were deposited in escrow to secure the indemnification obligations under the Merger Agreement. As of May 23, 2016, the remaining escrowed shares had been released to the Former SAE stockholders. |
SHARE-BASED COMPENSATION |
9 Months Ended |
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Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
SHARE-BASED COMPENSATION | SHARE-BASED COMPENSATION 2013 Long Term Incentive Plan Share-based compensation expense for stock option and restricted stock unit awards in the three and nine months ended September 30, 2016 was $238 and $581, respectively, for the 2013 Long Term Incentive Plan. Share-based compensation expense for stock option and restricted stock unit awards in the three and nine months ended September 30, 2015 was $668 and $675, respectively. As an element of the Restructuring discussed in Note 2, the Corporation accelerated the vesting of all existing awards under its 2013 Long-Term Incentive Plan effective as of the Closing Date. As a result of the accelerated vesting, the Corporation charged the remaining unrecognized compensation expense on existing awards to the results of operations during the three-month period ending September 30, 2016. 2016 Long Term Incentive Plan On August 3, 2016, the Board of Directors approved and adopted the 2016 Long Term Incentive Plan (“2016 Plan”), for the purpose of promoting the long-term success of the Corporation and the creation of value for its stockholders. On August 4, 2016, the Corporation received written consents from the holders of a majority of the shares of its common stock outstanding approving and adopting the 2016 Plan. The Company filed a Schedule 14C with the Securities and Exchange Commission (the “Information Statement”) on August 15, 2016 and the 2016 Plan became effective on September 4, 2016. The 2016 Plan supersedes any prior management or employee stock compensation plan of the Corporation in effect on the Closing Date. The 2016 Plan provides for awards of stock options, stock appreciation rights, restricted shares, stock units and performance cash awards. The 2016 Plan reserves 1,038,258 shares of common stock for distribution to covered employees, including a maximum of 519,129 shares that were reserved for issuance pursuant to awards of restricted stock or stock units. On September 26, 2016, 311,477 shares of stock units and stock options for 311,477 shares of Corporation common stock at an exercise price of $10.19 were granted under the 2016 Plan (the "MIP Awards"). The MIP Awards vest: (a) one-third on the earliest to occur of (1) the date on which the Corporation receives Tax Credit certificates assigned to the Corporation by Alaska Seismic Ventures, LLC and issued by the Tax Division of the State of Alaska that, together with all such certificates received by the Corporation after the Closing Date, have an aggregate face amount of $25 million or more, or (2) the first anniversary of the Closing Date; and (b) one-third each on the second and third anniversaries of the Closing Date. The MIP Awards expire upon the earlier of termination of the grantee’s employment or ten years after the grant date. In connection with the grants under the 2016 Plan, share-based compensation expense of $35 was recorded for the three and nine months ended September 30, 2016. At September 30, 2016, there was approximately $3,622 of unrecognized compensation expense for unvested share-based compensation awards with a weighted average period over which it is expected to be recognized of 1.84 years. |
FAIR VALUE OF FINANCIAL INSTRUMENTS |
9 Months Ended |
---|---|
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | FAIR VALUE OF FINANCIAL INSTRUMENTS The Corporation has certain assets and liabilities that are required to be measured and disclosed at fair value in accordance with GAAP. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. When an asset or liability is required to be measured at fair value, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs using a fair value hierarchy as follows: Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets. Level 2: Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. Measurement is based on prices or valuation models requiring inputs that are both significant to the fair value measurement and supported by little or no market activity. The carrying amount of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities, borrowings under the Revolving Credit Facility and borrowings under the Senior Loan Facility are a reasonable estimate of their fair values due to their short duration. There were no Corporation financial instruments measured at fair value on a recurring basis at September 30, 2016, December 31, 2015 or September 30, 2015. The Corporation financial instruments not recorded at fair value consist of the Existing Notes and the New Second Lien Notes. At September 30, 2016, the carrying value of the Existing Notes and New Second Lien Notes was $1,826 and $78,100, respectively. At September 30, 2016, the estimated fair value of the Existing Notes and New Second Lien Notes was $1,179 and $53,949, respectively. The fair value is determined by a market approach using dealer quoted period-end bond prices. These instruments are classified as Level 2 as valuation inputs for fair value measurements as they are dealer quoted market prices at September 30, 2016 obtained from independent third party sources. However, no assurance can be given that the fair value would be the amount realized in an active market exchange. The Corporation's non-financial assets include goodwill, property and equipment, and other intangible assets, which are classified as Level 3 assets. These assets are measured at fair value on a nonrecurring basis as part of the Corporation's impairment assessments and as circumstances require. Goodwill is subjected to an annual review for impairment or more frequently as required. |
NONCONTROLLING INTEREST |
9 Months Ended |
---|---|
Sep. 30, 2016 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTEREST | NONCONTROLLING INTEREST Effective November 19, 2012, an agreement was entered into between a subsidiary of the Corporation and Kuukpik Corporation (“Kuukpik”) to form a separate legal entity (“Joint Venture”) for the purpose of performing contracts for the acquisition and development of geophysical and seismic data and for geophysical and seismic services and any and all related work anywhere on the North Slope of Alaska (onshore or offshore) for a period of five years. The Corporation's and Kuukpik’s percentage ownership interests in the Joint Venture are 49.0% and 51.0%, respectively. The sole source of revenue of the Joint Venture is contracts performed by the Corporation. Pre-award costs incurred on potential contracts by Kuukpik and the Corporation are absorbed by each party and not by the Joint Venture. The Joint Venture receives 10% of gross revenues of all North Slope of Alaska contracts performed by the Corporation, which is distributed to Kuukpik and the Corporation based on their relative ownership percentages. Risk of loss on a contract, including credit risk, is the Corporation's sole responsibility. Based on its power to influence the significant business activities of the Joint Venture and its responsibility to absorb contract losses, the Corporation was determined to be the primary beneficiary under GAAP and as such consolidates the Joint Venture. The results of the Joint Venture are combined with the Corporation and all intercompany transactions are eliminated upon consolidation. Amounts reflected for the Joint Venture in the unaudited condensed consolidated financial statements consist of the balances reported under net income attributable to noncontrolling interest for the three and nine month periods ended September 30, 2016 and 2015 and noncontrolling interest on the September 30, 2016 and December 31, 2015 balance sheets. |
RELATED PARTY TRANSACTIONS (Notes) |
9 Months Ended |
---|---|
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Jeff Hastings, the Corporation’s Chief Executive Officer and Chairman of the Board of Directors, owns and controls Speculative Seismic Investments, LLC (“SSI”), which holds $1,303 of the Corporation’s New Second Lien Notes and 142,968 shares of the Corporation’s common stock. SSI is a lender under the Corporation’s Senior Loan Facility in the principal amount of $271 and exchanged $2,352 of the Corporation’s Existing Notes in the Restructuring consummated on July 27, 2016. Mr. Hastings also controls CLCH, LLC, which holds 24,221 shares of the Corporation’s common stock. Pursuant to a registration rights agreement dated June 24, 2013, CLCH had one right to demand registration of its shares of our common stock that it acquired in the Merger, as well as piggy-back rights on any offering of our common stock or securities exercisable or exchangeable for our common stock. CLCH has exercised its piggy-back registration rights, and all 24,221 of its shares were registered for resale pursuant to a registration statement on Form S-3, Registration No. 333-213386, that became effective mid-September 2016. The Corporation bore the expense incurred in connection with the registration statement. |
COMMITMENTS AND CONTINGENCIES |
9 Months Ended |
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Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES The Corporation is involved in various legal proceedings involving contractual and employment relationships, liability claims, and a variety of other matters. The outcome of these legal proceedings and other matters is not expected to have, either individually or in the aggregate, a material adverse effect on the Corporation’s financial position, results of operations, or cash flows. |
DESCRIPTION OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
9 Months Ended |
---|---|
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited interim condensed consolidated financial statements of the Corporation as of September 30, 2016 and for the three and nine months ended September 30, 2016 and 2015 included herein, have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The year-end condensed consolidated balance sheet was derived from the audited financial statements as of December 31, 2015. Although the financial statements and related information included herein have been prepared without audit, and certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, the Corporation believes that the note disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the Corporation’s audited consolidated financial statements and the notes thereto included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2015, as amended by its Annual Report on Form 10-K/A for the same period (such report, as amended, the "Amended 10-K"). In the opinion of management, the unaudited interim financial statements included herein reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the Corporation’s financial position, results of operations, and cash flows for the periods presented. The results of operations for interim periods are not necessarily indicative of the results expected for the full year or any future period. |
Reclassifications | Certain amounts in the condensed consolidated balance sheet as of December 31, 2015, presented herein have been reclassified to conform to the current period presentation. These reclassifications had no effect on financial position, net income, stockholders' deficit, or cash flows. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Statement of Cash Flows In August 2016, the Financial Accounting Standards Board (“FASB”) issued new guidance which clarifies the classification and presentation of certain cash flow receipts and payments on the statement of cash flows. It also requires that transactions with more than one category of classification be separated where possible or, if they are not able to be separated, be classified based on the predominant source or use of the cash flows. The new guidance includes the requirement to classify cash paid for debt prepayment or debt extinguishment costs as a financing outflow. The new guidance is effective for fiscal years beginning after December 15, 2017 for all public business entities with early adoption permitted. The Corporation has adopted the new guidance as of September 30, 2016 and retrospectively for all periods presented. As a result of the adoption of the new guidance, the amount of $41 was reclassified from operating activities to financing activities in the condensed consolidated statement of cash flows for the nine months ended September 30, 2015. Other than this reclassification, the adoption of the new guidance had no impact on the Corporation's condensed consolidated financial statements. Debt Issuance Costs In April 2015, the FASB issued new guidance which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. The new guidance does not affect the recognition and measurement of debt issuance costs. Therefore, the amortization of such costs will continue to be calculated using the interest method and be reported as interest expense. The new guidance does not specifically address, and therefore does not affect, the balance sheet presentation of debt issuance costs for revolving debt arrangements. The Corporation adopted the new guidance as of March 31, 2016 and retrospectively for all periods presented. As a result of the adoption of the new guidance, the amount of $4,370 was reclassified from deferred loan issuance costs to senior secured notes in the December 31, 2015 condensed consolidated balance sheet. Other than this reclassification, the adoption of the new guidance had no impact on the Corporation's condensed consolidated financial statements. Share-Based Compensation In March 2016, the FASB issued new guidance intended to simplify various aspects of the accounting for share-based compensation. The new guidance requires the income tax effects related to share-based compensation to be recorded in the income statement at settlement (or expiration), applied prospectively to all excess tax benefits and tax deficiencies resulting from settlements after the date of adoption of the new guidance. The new guidance also removes the requirement to delay recognition of a windfall tax benefit until it reduces current taxes payable. Under the new guidance, the benefit will be recorded when it arises, subject to normal valuation allowance considerations. This change is required to be applied on a modified retrospective basis, with a cumulative effect adjustment to opening retained earnings. All income tax related cash flows resulting from share-based payments are to be reported as operating activities on the statement of cash flows. Either prospective or retrospective transition of this provision is permitted. Currently, employers are permitted to withhold shares upon settlement of an award to satisfy the employer’s tax withholding requirement without causing the award to be liability classified. However, the amount is strictly limited to the employer’s minimum statutory tax withholding requirement. The simplification under the new guidance allows entities to withhold an amount up to the employees’ maximum individual tax rate in the relevant jurisdiction without resulting in liability classification of the award. This provision is required to be adopted using a modified retrospective approach, with a cumulative effect adjustment to opening retained earnings for any outstanding liability awards that qualify for equity classification. Additionally, the new guidance clarifies that all cash payments made to taxing authorities on the employees’ behalf for withheld shares should be presented as financing activities on the statement of cash flows. This change is required to be applied retrospectively. Under the new guidance, entities are permitted to make an accounting policy election for the impact of forfeitures on the recognition of expense for share-based payment awards. Forfeitures can be estimated, as required today, or recognized when they occur. Estimates of forfeitures will still be required in certain circumstances, such as at the time of modification of an award or issuance of a replacement award in a business combination. If elected, the change to recognize forfeitures when they occur needs to be adopted using a modified retrospective approach, with a cumulative effect adjustment recorded to opening retained earnings. The classification and measurement guidance will be effective for public business entities in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. The Corporation adopted the new guidance as of January 1, 2016, including electing to recognize forfeitures when they occur. Adoption of the new guidance did not have a material impact on the Corporation’s financial position, results of operations, cash flows or disclosures. |
Earnings Per Share | Basic income (loss) per share is computed by dividing net income (loss) attributable to the Corporation by the weighted average number of common shares outstanding during each period. Diluted income (loss) per share is computed by dividing net income (loss) attributable to the Corporation by the sum of the weighted-average number of shares outstanding during each period and the dilutive potential common shares outstanding during the period determined under the treasury stock method. In loss periods, basic net loss and diluted net loss are the same since the effect of potential common shares is anti-dilutive and therefore excluded. Dilutive potential common shares consist of shares issuable upon (i) the vesting of restricted stock, (ii) the exercising of warrants at average market prices greater than their exercise prices, and (iii) the exercising of stock options at average market prices greater than their exercise prices. Under the treasury stock method, dilutive potential common shares are determined based on the assumed exercise of dilutive restricted stock, stock options and warrants less the number of treasury shares assumed to be purchased from the amount that must be paid to exercise stock options, the amount of compensation expense for future service that has not yet been recognized for restricted stock and stock options, and the amount of tax benefits that will be recorded in additional paid-in capital when the dilutive awards become deductible. |
Fair Value of Financial Instruments | The Corporation has certain assets and liabilities that are required to be measured and disclosed at fair value in accordance with GAAP. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. When an asset or liability is required to be measured at fair value, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs using a fair value hierarchy as follows: Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets. Level 2: Observable inputs other than quoted prices that are directly or indirectly observable for the asset or liability, including quoted prices for similar assets or liabilities in active markets; quoted prices for similar or identical assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions. Measurement is based on prices or valuation models requiring inputs that are both significant to the fair value measurement and supported by little or no market activity. The carrying amount of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities, borrowings under the Revolving Credit Facility and borrowings under the Senior Loan Facility are a reasonable estimate of their fair values due to their short duration. |
EARNINGS PER SHARE (Tables) |
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Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Computation of basic and diluted net income (loss) per share | The computation of basic and diluted net income (loss) per share is as follows:
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DETAIL OF SELECTED BALANCE SHEET ACCOUNTS (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of accounts receivable | Accounts receivable is comprised of the following:
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Schedule of property and equipment | Property and equipment is comprised of the following:
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Schedule of intangible assets | Intangible assets are comprised of the following:
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Schedule of accrued liabilities | Accrued liabilities are comprised of the following:
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NOTES PAYABLE (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of notes payable | Senior secured notes outstanding were as follows:
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EARNINGS PER SHARE - Additional Information (Details) - shares |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
Sep. 30, 2016 |
Sep. 30, 2015 |
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Employee Stock Option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the calculation of diluted net income (loss) per share (in shares) | 311,477 | 1,790 | 311,477 | 1,790 |
Restricted Stock Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the calculation of diluted net income (loss) per share (in shares) | 39,667 | 63 | 17,134 | |
Warrant | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from the calculation of diluted net income (loss) per share (in shares) | 308,216 | 4,310 | 308,216 | 4,310 |
EARNINGS PER SHARE - Computation of Earnings per Share (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
Sep. 30, 2016 |
Sep. 30, 2015 |
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Net Income (Loss) Attributable to the Corporation | ||||
Basic loss per share | $ (17,412) | $ (109) | $ (2,917) | $ 3,158 |
Effect of dilutive securities | 0 | 0 | 0 | 0 |
Diluted loss per share | $ (17,412) | $ (109) | $ (2,917) | $ 3,158 |
Shares | ||||
Basic income (loss) per share (in shares) | 6,639,503 | 117,034 | 2,315,189 | 112,726 |
Effect of dilutive securities (in shares) | 0 | 0 | 0 | 21 |
Diluted income (loss) per share (in shares) | 6,639,503 | 117,034 | 2,315,189 | 112,747 |
Per Share | ||||
Basic income (loss) per share (usd per share) | $ (2.62) | $ (0.93) | $ (1.26) | $ 28.01 |
Effect on dilutive securities (usd per share) | 0.00 | 0.00 | 0.00 | 0.00 |
Diluted income (loss) per share (usd per share) | $ (2.62) | $ (0.93) | $ (1.26) | $ 28.01 |
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Accounts Receivable (Details) - USD ($) $ in Thousands |
Sep. 30, 2016 |
Dec. 31, 2015 |
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Current: | ||
Accounts receivable | $ 76,687 | $ 67,882 |
Less allowance for doubtful accounts | (587) | 0 |
Accounts receivable, net | 76,100 | 67,882 |
Noncurrent: | ||
Accounts receivable | 37,984 | 0 |
Less allowance for doubtful accounts | 0 | 0 |
Accounts receivable, net, noncurrent | $ 37,984 | $ 0 |
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Property and Equipment (Details) - USD ($) $ in Thousands |
Sep. 30, 2016 |
Dec. 31, 2015 |
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Property and equipment | $ 124,664 | $ 123,186 |
Less accumulated depreciation and amortization | (74,503) | (61,358) |
Property and equipment, net | $ 50,161 | $ 61,828 |
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Intangible Assets (Details) - USD ($) $ in Thousands |
Sep. 30, 2016 |
Dec. 31, 2015 |
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Intangible assets | $ 1,373 | $ 1,329 |
Less accumulated amortization | (612) | (540) |
Intangible assets, net | $ 761 | $ 789 |
DETAIL OF SELECTED BALANCE SHEET ACCOUNTS - Accrued Liabilities (Details) - USD ($) $ in Thousands |
Sep. 30, 2016 |
Dec. 31, 2015 |
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued payroll liabilities | $ 8,235 | $ 5,794 |
Accrued interest | 80 | 6,463 |
Other accrued liabilities | 6,372 | 5,561 |
Total accrued liabilities | $ 14,687 | $ 17,818 |
NOTES PAYABLE - Schedule of Senior Secured Notes Outstanding (Details) - USD ($) $ in Thousands |
9 Months Ended | 12 Months Ended | |
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Sep. 30, 2016 |
Sep. 30, 2015 |
Dec. 31, 2015 |
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Debt Instrument [Line Items] | |||
Paid-in-kind interest | $ 1,473 | $ 0 | |
Total notes payable outstanding (long-term) | 79,926 | $ 135,630 | |
Senior Secured Second Lien Notes | |||
Debt Instrument [Line Items] | |||
Carrying value | 78,426 | 0 | |
Debt Instrument, unamortized discount | (326) | 0 | |
Senior Secured Notes | |||
Debt Instrument [Line Items] | |||
Carrying value | 1,872 | 140,000 | |
Deferred loan issuance costs, net | (46) | (4,370) | |
Secured Debt | Senior Secured Second Lien Notes | |||
Debt Instrument [Line Items] | |||
Paid-in-kind interest | 1,473 | 0 | |
Unamortized premium | 430 | 0 | |
Accumulated amortization of deferred loan issuance costs | 19 | 0 | |
Total notes payable outstanding (long-term) | 78,100 | 0 | |
Secured Debt | Senior Secured Notes | |||
Debt Instrument [Line Items] | |||
Accumulated amortization of deferred loan issuance costs | 39 | 1,978 | |
Total notes payable outstanding (long-term) | $ 1,826 | $ 135,630 |
INCOME TAXES (Details) |
3 Months Ended | 9 Months Ended | ||
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Sep. 30, 2016 |
Sep. 30, 2015 |
Sep. 30, 2016 |
Sep. 30, 2015 |
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Income Tax Disclosure [Abstract] | ||||
Effective tax rate | (7.10%) | 19.10% | 97.80% | 17.40% |
Federal statutory corporate rate | 35.00% |
STOCKHOLDERS' EQUITY - Preferred Stock and Common Stock (Details) - $ / shares |
Sep. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Equity [Abstract] | ||
Preferred Stock, authorized shares (in shares) | 1,000,000 | |
Preferred Stock, par value (usd per share) | $ 0.0001 | |
Preferred Stock, shares issued (in shares) | 0 | 0 |
Preferred Stock, shares outstanding (in shares) | 0 | 0 |
Common Stock, authorized shares (in shares) | 55,000,000 | 55,000,000 |
Common Stock, par value (usd per share) | $ 0.0001 | $ 0.0001 |
Common Stock, issued shares (in shares) | 9,343,513 | 129,269 |
Common Stock, outstanding shares (in shares) | 9,343,513 | 129,269 |
STOCKHOLDERS' EQUITY - Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands |
Jul. 27, 2016 |
Sep. 30, 2016 |
Jun. 24, 2016 |
---|---|---|---|
Class of Warrant or Right [Line Items] | |||
Number of warrants expired unexercised (in shares) | 4,310 | ||
Warrant exercise price (usd per share) | $ 12.00 | ||
Exercise period of warrants | 30 days | ||
Fair value of warrants issued to stockholders | $ 1,381 | ||
State of Alaska Tax Credits | Senior Loan Facility | |||
Class of Warrant or Right [Line Items] | |||
Collateral assigned for accounts receivables | $ 25,000 | ||
Series A Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrant exercise price (usd per share) | $ 10.30 | ||
Warrants issued (in shares) | 154,108 | ||
Series B Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrant exercise price (usd per share) | $ 12.88 | ||
Warrants issued (in shares) | 154,108 |
STOCKHOLDERS' EQUITY - Common Stock Held in Escrow in Connection with Merger (Details) - Merger agreement - shares |
9 Months Ended | ||
---|---|---|---|
May 23, 2016 |
Jun. 24, 2013 |
Sep. 30, 2016 |
|
Business Acquisition [Line Items] | |||
Number of common stock shares deposited in escrow (in shares) | 4,041 | ||
Contingent pending conversion or exercise of derivative securities | |||
Business Acquisition [Line Items] | |||
Number of common stock shares deposited in escrow (in shares) | 200 | ||
Number of common stock shares released from escrow deposit (in shares) | 4,041 |
NONCONTROLLING INTEREST (Details) |
9 Months Ended | |
---|---|---|
Sep. 30, 2016 |
Nov. 19, 2012 |
|
Corporate Joint Venture | ||
Schedule of Equity Method Investments [Line Items] | ||
Term of joint venture agreement | 5 years | |
Equity method investment, ownership held | 49.00% | |
Equity method investment, percentage of gross revenues | 10.00% | |
Kuukpik | ||
Schedule of Equity Method Investments [Line Items] | ||
Equity method investment, ownership held | 51.00% |
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