Attached files
| file | filename |
|---|---|
| EX-32.2 - EX-32.2 - SAExploration Holdings, Inc. | saex-ex322_7.htm |
| EX-32.1 - EX-32.1 - SAExploration Holdings, Inc. | saex-ex321_8.htm |
| EX-31.2 - EX-31.2 - SAExploration Holdings, Inc. | saex-ex312_6.htm |
| EX-31.1 - EX-31.1 - SAExploration Holdings, Inc. | saex-ex311_9.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10–Q
|
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
June 30, 2020
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______________ to _______________
Commission File Number 001-35471
SAExploration Holdings, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware |
27-4867100 |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1160 Dairy Ashford Road, Suite 160, Houston, Texas, 77079
(Address of principal executive offices)
(Zip Code)
(281) 258-4400
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
Common stock, par value $0.0001 |
|
SAEX |
|
NASDAQ Capital Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non–accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
|
Large accelerated filer |
☐ |
|
Accelerated filer |
☐ |
|
Non-accelerated filer |
☒ |
|
Smaller reporting company |
☒ |
|
|
|
|
Emerging growth company |
☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of August 12, 2020, the registrant has 6,612,332 shares of common stock outstanding.
SAExploration Holdings, Inc.
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
|
|
|
June 30, 2020 |
|
|
December 31, 2019 |
|
||
|
ASSETS |
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
28,166 |
|
|
$ |
5,441 |
|
|
Restricted cash |
|
|
76 |
|
|
|
74 |
|
|
Accounts receivable, net |
|
|
17,913 |
|
|
|
51,582 |
|
|
Deferred costs on contracts |
|
|
392 |
|
|
|
14,966 |
|
|
Prepaid expenses and other current assets |
|
|
6,966 |
|
|
|
5,324 |
|
|
Total current assets |
|
|
53,513 |
|
|
|
77,387 |
|
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net of accumulated depreciation and amortization of $95,636 and $92,204, respectively |
|
|
31,830 |
|
|
|
37,289 |
|
|
Multiclient seismic data library, net |
|
|
— |
|
|
|
2,719 |
|
|
Operating lease right-of-use assets |
|
|
5,942 |
|
|
|
6,421 |
|
|
Goodwill |
|
|
1,685 |
|
|
|
1,766 |
|
|
Intangible assets, net of accumulated amortization of $1,438 and $1,270, respectively |
|
|
3,563 |
|
|
|
3,751 |
|
|
Tax credits receivable, net |
|
|
2,708 |
|
|
|
12,104 |
|
|
Other assets |
|
|
776 |
|
|
|
778 |
|
|
Total assets |
|
$ |
100,017 |
|
|
$ |
142,215 |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' DEFICIT |
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
Accounts payable |
|
$ |
6,911 |
|
|
$ |
30,966 |
|
|
Accrued liabilities |
|
|
5,512 |
|
|
|
6,034 |
|
|
Income and other taxes payable |
|
|
1,865 |
|
|
|
5,902 |
|
|
Operating lease liabilities |
|
|
1,643 |
|
|
|
2,576 |
|
|
Current portion of long-term debt and finance leases |
|
|
102,621 |
|
|
|
112,401 |
|
|
Deferred revenue |
|
|
563 |
|
|
|
8,724 |
|
|
Total current liabilities |
|
|
119,115 |
|
|
|
166,603 |
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt and finance leases |
|
|
9,713 |
|
|
|
7,145 |
|
|
Other long-term liabilities |
|
|
4,434 |
|
|
|
4,280 |
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' deficit: |
|
|
|
|
|
|
|
|
|
Common stock |
|
|
— |
|
|
|
— |
|
|
Additional paid-in capital |
|
|
240,366 |
|
|
|
240,068 |
|
|
Accumulated deficit |
|
|
(271,480 |
) |
|
|
(274,535 |
) |
|
Accumulated other comprehensive loss |
|
|
(322 |
) |
|
|
(2,912 |
) |
|
Treasury stock |
|
|
(2,232 |
) |
|
|
(2,232 |
) |
|
SAExploration stockholders’ deficit |
|
|
(33,668 |
) |
|
|
(39,611 |
) |
|
Noncontrolling interest |
|
|
423 |
|
|
|
3,798 |
|
|
Total stockholders’ deficit |
|
|
(33,245 |
) |
|
|
(35,813 |
) |
|
Total liabilities and stockholders’ deficit |
|
$ |
100,017 |
|
|
$ |
142,215 |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
Condensed Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
|
Revenue from services |
|
$ |
35,814 |
|
|
$ |
89,537 |
|
|
$ |
161,199 |
|
|
$ |
182,592 |
|
|
Cost of services |
|
|
24,166 |
|
|
|
74,922 |
|
|
|
113,425 |
|
|
|
145,047 |
|
|
Depreciation and amortization |
|
|
3,809 |
|
|
|
3,613 |
|
|
|
8,942 |
|
|
|
6,475 |
|
|
Gross profit |
|
|
7,839 |
|
|
|
11,002 |
|
|
|
38,832 |
|
|
|
31,070 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses |
|
|
9,263 |
|
|
|
10,821 |
|
|
|
21,412 |
|
|
|
20,108 |
|
|
Misappropriation of funds |
|
|
— |
|
|
|
121 |
|
|
|
— |
|
|
|
273 |
|
|
Total operating expenses |
|
|
9,263 |
|
|
|
10,942 |
|
|
|
21,412 |
|
|
|
20,381 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating (loss) income |
|
|
(1,424 |
) |
|
|
60 |
|
|
|
17,420 |
|
|
|
10,689 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (expense) income, net: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
(3,607 |
) |
|
|
(3,632 |
) |
|
|
(7,315 |
) |
|
|
(7,129 |
) |
|
Foreign exchange gain (loss), net |
|
|
680 |
|
|
|
373 |
|
|
|
(4,774 |
) |
|
|
500 |
|
|
Other income, net |
|
|
174 |
|
|
|
784 |
|
|
|
1,102 |
|
|
|
913 |
|
|
Total other expense, net |
|
|
(2,753 |
) |
|
|
(2,475 |
) |
|
|
(10,987 |
) |
|
|
(5,716 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before income taxes |
|
|
(4,177 |
) |
|
|
(2,415 |
) |
|
|
6,433 |
|
|
|
4,973 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
|
|
230 |
|
|
|
2,853 |
|
|
|
771 |
|
|
|
6,519 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
|
(4,407 |
) |
|
|
(5,268 |
) |
|
|
5,662 |
|
|
|
(1,546 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less: net income attributable to noncontrolling interest |
|
|
1,187 |
|
|
|
1,164 |
|
|
|
2,607 |
|
|
|
2,573 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income attributable to SAExploration |
|
$ |
(5,594 |
) |
|
$ |
(6,432 |
) |
|
$ |
3,055 |
|
|
$ |
(4,119 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) earnings per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.56 |
) |
|
$ |
(0.81 |
) |
|
$ |
0.31 |
|
|
$ |
(0.53 |
) |
|
Diluted |
|
$ |
(0.56 |
) |
|
$ |
(0.81 |
) |
|
$ |
0.31 |
|
|
$ |
(0.53 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
9,969 |
|
|
|
7,919 |
|
|
|
9,968 |
|
|
|
7,761 |
|
|
Diluted |
|
|
9,969 |
|
|
|
7,919 |
|
|
|
10,016 |
|
|
|
7,761 |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
Condensed Consolidated Statements of Comprehensive (Loss) Income
(In thousands)
(Unaudited)
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
|
2020 |
|
|
2019 |
|
|
2020 |
|
|
2019 |
|
||||
|
Net (loss) income |
|
$ |
(4,407 |
) |
|
$ |
(5,268 |
) |
|
$ |
5,662 |
|
|
$ |
(1,546 |
) |
|
Other comprehensive (loss) income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
|
(193 |
) |
|
|
(347 |
) |
|
|
2,590 |
|
|
|
(390 |
) |
|
Comprehensive (loss) income |
|
|
(4,600 |
) |
|
|
(5,615 |
) |
|
|
8,252 |
|
|
|
(1,936 |
) |
|
Less: comprehensive income attributable to noncontrolling interest |
|
|
1,187 |
|
|
|
1,164 |
|
|
|
2,607 |
|
|
|
2,573 |
|
|
Comprehensive (loss) income attributable to SAExploration |
|
$ |
(5,787 |
) |
|
$ |
(6,779 |
) |
|
$ |
5,645 |
|
|
$ |
(4,509 |
) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
Condensed Consolidated Statements of Changes in Stockholders’ Deficit
(In thousands)
(Unaudited)
Three Months Ended June 30, 2020
|
|
|
Common Stock |
|
|
Additional Paid-In Capital |
|
|
Accumulated Deficit |
|
|
Accumulated Other Comprehensive Loss |
|
|
Treasury Stock |
|
|
Total SAExploration Stockholders’ Deficit |
|
|
Noncontrolling Interest |
|
|
Total Stockholders’ Deficit |
|
||||||||
|
Balances at March 31, 2020 |
|
$ |
— |
|
|
$ |
240,201 |
|
|
$ |
(265,886 |
) |
|
$ |
(129 |
) |
|
$ |
(2,232 |
) |
|
$ |
(28,046 |
) |
|
$ |
2,897 |
|
|
$ |
(25,149 |
) |
|
Net (loss) income |
|
|
— |
|
|
|
— |
|
|
|
(5,594 |
) |
|
|
— |
|
|
|
— |
|
|
|
(5,594 |
) |
|
|
1,187 |
|
|
|
(4,407 |
) |
|
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(193 |
) |
|
|
— |
|
|
|
(193 |
) |
|
|
— |
|
|
|
(193 |
) |
|
Equity-based compensation cost |
|
|
— |
|
|
|
165 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
165 |
|
|
|
— |
|
|
|
165 |
|
|
Distributions to noncontrolling interest |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3,661 |
) |
|
|
(3,661 |
) |
|
Balances at June 30, 2020 |
|
$ |
— |
|
|
$ |
240,366 |
|
|
$ |
(271,480 |
) |
|
$ |
(322 |
) |
|
$ |
(2,232 |
) |
|
$ |
(33,668 |
) |
|
$ |
423 |
|
|
$ |
(33,245 |
) |
Three Months Ended June 30, 2019
|
|
|
Common Stock |
|
|
Additional Paid-In Capital |
|
|
Accumulated Deficit |
|
|
Accumulated Other Comprehensive Loss |
|
|
Treasury Stock |
|
|
Total SAExploration Stockholders’ Deficit |
|
|
Noncontrolling Interest |
|
|
Total Stockholders’ Deficit |
|
||||||||
|
Balances at March 31, 2019 |
|
$ |
— |
|
|
$ |
234,039 |
|
|
$ |
(247,036 |
) |
|
$ |
(3,078 |
) |
|
$ |
(1,866 |
) |
|
$ |
(17,941 |
) |
|
$ |
4,884 |
|
|
$ |
(13,057 |
) |
|
Net (loss) income |
|
|
— |
|
|
|
— |
|
|
|
(6,432 |
) |
|
|
— |
|
|
|
— |
|
|
|
(6,432 |
) |
|
|
1,164 |
|
|
|
(5,268 |
) |
|
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(347 |
) |
|
|
— |
|
|
|
(347 |
) |
|
|
— |
|
|
|
(347 |
) |
|
Purchase of treasury stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(366 |
) |
|
|
(366 |
) |
|
|
— |
|
|
|
(366 |
) |
|
Equity-based compensation cost |
|
|
— |
|
|
|
1,599 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
1,599 |
|
|
|
— |
|
|
|
1,599 |
|
|
Distributions to noncontrolling interest |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(750 |
) |
|
|
(750 |
) |
|
Balances at June 30, 2019 |
|
$ |
— |
|
|
$ |
235,638 |
|
|
$ |
(253,468 |
) |
|
$ |
(3,425 |
) |
|
$ |
(2,232 |
) |
|
$ |
(23,487 |
) |
|
$ |
5,298 |
|
|
$ |
(18,189 |
) |
Six Months Ended June 30, 2020
|
|
|
Common Stock |
|
|
Additional Paid-In Capital |
|
|
Accumulated Deficit |
|
|
Accumulated Other Comprehensive Loss |
|
|
Treasury Stock |
|
|
Total SAExploration Stockholders’ Deficit |
|
|
Noncontrolling Interest |
|
|
Total Stockholders’ Deficit |
|
||||||||
|
Balances at December 31, 2019 |
|
$ |
— |
|
|
$ |
240,068 |
|
|
$ |
(274,535 |
) |
|
$ |
(2,912 |
) |
|
$ |
(2,232 |
) |
|
$ |
(39,611 |
) |
|
$ |
3,798 |
|
|
$ |
(35,813 |
) |
|
Net income |
|
|
— |
|
|
|
— |
|
|
|
3,055 |
|
|
|
— |
|
|
|
— |
|
|
|
3,055 |
|
|
|
2,607 |
|
|
|
5,662 |
|
|
Other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,590 |
|
|
|
— |
|
|
|
2,590 |
|
|
|
— |
|
|
|
2,590 |
|
|
Equity-based compensation cost |
|
|
— |
|
|
|
298 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
298 |
|
|
|
— |
|
|
|
298 |
|
|
Distributions to noncontrolling interest |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5,982 |
) |
|
|
(5,982 |
) |
|
Balances at June 30, 2020 |
|
$ |
— |
|
|
$ |
240,366 |
|
|
$ |
(271,480 |
) |
|
$ |
(322 |
) |
|
$ |
(2,232 |
) |
|
$ |
(33,668 |
) |
|
$ |
423 |
|
|
$ |
(33,245 |
) |
Six Months Ended June 30, 2019
|
|
|
Common Stock |
|
|
Additional Paid-In Capital |
|
|
Accumulated Deficit |
|
|
Accumulated Other Comprehensive Loss |
|
|
Treasury Stock |
|
|
Total SAExploration Stockholders’ Deficit |
|
|
Noncontrolling Interest |
|
|
Total Stockholders’ Deficit |
|
||||||||
|
Balances at December 31, 2018 |
|
$ |
— |
|
|
$ |
232,661 |
|
|
$ |
(249,349 |
) |
|
$ |
(3,035 |
) |
|
$ |
(1,866 |
) |
|
$ |
(21,589 |
) |
|
$ |
4,225 |
|
|
$ |
(17,364 |
) |
|
Net (loss) income |
|
|
— |
|
|
|
— |
|
|
|
(4,119 |
) |
|
|
— |
|
|
|
— |
|
|
|
(4,119 |
) |
|
|
2,573 |
|
|
|
(1,546 |
) |
|
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(390 |
) |
|
|
— |
|
|
|
(390 |
) |
|
|
— |
|
|
|
(390 |
) |
|
Issuance of common stock |
|
|
— |
|
|
|
578 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
578 |
|
|
|
— |
|
|
|
578 |
|
|
Purchase of treasury stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(366 |
) |
|
|
(366 |
) |
|
|
— |
|
|
|
(366 |
) |
|
Equity-based compensation cost |
|
|
— |
|
|
|
2,399 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,399 |
|
|
|
— |
|
|
|
2,399 |
|
|
Distributions to noncontrolling interest |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,500 |
) |
|
|
(1,500 |
) |
|
Balances at June 30, 2019 |
|
$ |
— |
|
|
$ |
235,638 |
|
|
$ |
(253,468 |
) |
|
$ |
(3,425 |
) |
|
$ |
(2,232 |
) |
|
$ |
(23,487 |
) |
|
$ |
5,298 |
|
|
$ |
(18,189 |
) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
|
|
|
Six Months Ended June 30, |
|
|||||
|
|
|
2020 |
|
|
2019 |
|
||
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
5,662 |
|
|
$ |
(1,546 |
) |
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
Tax credits returned to State of Alaska |
|
|
9,396 |
|
|
|
— |
|
|
Tax credits used to offset production taxes |
|
|
— |
|
|
|
1,094 |
|
|
Depreciation and amortization |
|
|
9,270 |
|
|
|
6,814 |
|
|
Equity-based compensation cost |
|
|
298 |
|
|
|
2,399 |
|
|
Provision for doubtful accounts |
|
|
1,724 |
|
|
|
919 |
|
|
Gain on sale of property and equipment |
|
|
(151 |
) |
|
|
(661 |
) |
|
Amortization of loan issuance costs and debt discounts |
|
|
2,089 |
|
|
|
1,865 |
|
|
Unrealized loss (gain) on foreign currency transactions |
|
|
4,857 |
|
|
|
(607 |
) |
|
Deferred taxes |
|
|
— |
|
|
|
2,023 |
|
|
Changes in operating assets and liabilities |
|
|
6,482 |
|
|
|
(1,506 |
) |
|
Net cash provided by operating activities |
|
|
39,627 |
|
|
|
10,794 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
Purchases of property and equipment |
|
|
(1,028 |
) |
|
|
(598 |
) |
|
Proceeds from sale of property and equipment |
|
|
263 |
|
|
|
674 |
|
|
Net cash used in (provided by) investing activities |
|
|
(765 |
) |
|
|
76 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
Long-term debt and finance lease repayments |
|
|
(16,114 |
) |
|
|
(428 |
) |
|
Long-term debt borrowings |
|
|
6,801 |
|
|
|
9,666 |
|
|
Proceeds from issuance of common stock |
|
|
— |
|
|
|
100 |
|
|
Purchase of treasury stock |
||||||||