ITEM 1. FINANCIAL STATEMENTS
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Notes to Unaudited Condensed Consolidated Financial Statements
NOTE 1
. BASIS OF PRESENTATION AND
SUMMAR
Y OF SIGNIFICANT ACCOUNTING POLICIES
Description of the Business
SAExploration Holdings, Inc. (“we,” “our” or “us) is a full–service provider of seismic data acquisition, logistical support, processing and integrated reservoir geosciences services in North America, South America, Asia Pacific, West Africa and the Middle East to customers in the oil and natural gas industry.
Our chief operating decision maker, our Chief Executive Officer, regularly reviews financial data by country to assess performance and allocate resources, resulting in the conclusion that each country in which we operate represents a reporting unit. As these reporting units are similar in terms of economic characteristics, nature of products, processes and type of customers, we have concluded that our seismic data contract services operations comprise one single reportable segment.
Basis of Presentation
Our unaudited condensed consolidated financial statements included herein include our accounts and those of our subsidiaries, which are wholly–owned or controlled by us, and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. We believe that the presentations and disclosures herein are adequate to make the information not misleading. The unaudited condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) for a fair presentation of the interim periods. The results of operations for the interim period are not necessarily indicative of the results of operations to be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in Item 8 of our Annual Report on Form 10–K for the year ended December 31, 2018.
All intercompany accounts and transaction have been eliminated in consolidation. In the Notes to Unaudited Condensed Consolidated Financial Statements, all dollar and share amounts in tabulations are in thousands of dollars and shares, respectively, unless otherwise indicated.
Recently Adopted Accounting Pronouncements
On January 1, 2019, we adopted Accounting Standards Update (“ASU”) No. 2016–02,
Leasing
, as amended by
ASU 2018–10,
Codification Improvements to Topic 842,
ASU 2018–11,
Targeted Improvements,
and 2019–01,
Codification Improvements
. These ASUs required the recognition of lease assets and lease liabilities for virtually all leases and required disclosure of key information about leasing arrangements. We elected to adopt these new standards using the modified retrospective method of transition for all leases existing at or commencing after the date of initial application.
The new standards provide for certain practical expedients when adopting the new guidance. We have elected the practical expedient package outlined in ASU No. 2016–02 under which we can carryforward our previous classification of a lease as either an operating or capital lease, and we do not have to reassess previously recorded initial direct costs. Additionally, we made policy elections allowing us to exclude leases with original terms of 12 months or less from lease assets and liabilities and to not separate nonlease components from the associated lease component and instead account for both as a single lease component for all asset classes. We did not elect the practical expedient allowing us to use hindsight to determine the lease term and to assess any impairment of lease assets during the lookback period.
The adoption of the new standards had a material impact on our unaudited condensed consolidated balance sheet, with the most significant being the recognition of operating lease right–o-use (“ROU”) assets and operating lease liabilities of $10.0 million and $10.0 million, respectively. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. The standard did not materially impact our unaudited condensed consolidated statement of operations and unaudited condensed consolidated statement of cash flows.
New Accounting Standards to be Adopted
No new accounting pronouncements issued or effective during the three months ended March 31, 2019 have had or are expected to have a material impact on our unaudited condensed consolidated financial statements.
6
SAExploration Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
NOTE
2
.
LONG–TERM ACCOUNTS RECEIVABLE, NET
As of March 31, 2019, we have a $52.8 million receivable, net of an allowance for doubtful accounts of $19.0 million, from one customer. This is our largest accounts receivable, constitutes the majority of our outstanding accounts receivable and is the largest single asset on our unaudited condensed consolidated balance sheet. We have classified this receivable as long–term because of the length of time we expect it will take for us to collect on it.
Our customer had historically relied on the monetization of exploration tax credits under a State of Alaska tax credit program (the “Tax Credits”), which monetization was accomplished by receipt of payments from Alaska or from third party financing sources. However, falling oil and natural gas prices have substantially reduced Alaska’s revenue from production taxes resulting in Alaska paying only statutorily established minimum amount of appropriations for Tax Credit certificates in the last several fiscal years rather than the amount to pay all the prior year’s Tax Credit certificates. In an effort to satisfy the accounts receivable, our customer originally assigned to us $89.0 million of Tax Credit certificates and applications. As of March 31, 2019, we have monetized approximately $17.6 million of Tax Credit certificates and have an estimated $60.8 million of Tax Credit certificates and applications remaining for future monetization, net of actual and estimated audit adjustments related to issued and anticipated Tax Credit certificates.
Although our customer has been successful in prior years in licensing and selling the seismic data, we believe that it is unlikely that the customer will be able to fully satisfy the receivable directly and we continue to pursue other options to monetize the Tax Credits. At this time, we believe that the most likely path to monetize the Tax Credit certificates may be from proceeds that Alaska recognizes from selling bonds, which legislation was passed in June 2018. This path, however, has complexities and risks. A lawsuit was filed asserting constitutional challenges to Alaska’s ability to issue the bonds; however, the Attorney General issued an opinion that the issuance of the bonds is not prohibited by the Alaskan constitution and an Alaskan Superior Court judge threw out the lawsuit challenging the constitutionality of the issuance of bonds. An appeal of the Superior Court’s ruling to the Alaska Supreme Court has been made. The Revenue Department of the State of Alaska has indicated, however, that until the courts have resolved the legal issues, it will not go into the bond markets.
7
SAExploration Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
NOTE
3
. LONG–TERM DEBT
AND FINANCE LEASES
Long–term debt and finance leases consisted of the following:
|
|
March 31,
2019
|
|
|
December 31,
2018
|
|
Credit facility:
|
|
|
|
|
|
|
|
|
Principal outstanding
|
|
$
|
22,000
|
|
|
$
|
12,334
|
|
Unamortized debt issuance costs
|
|
|
(113
|
)
|
|
|
(125
|
)
|
Carrying amount
|
|
|
21,887
|
|
|
|
12,209
|
|
|
|
|
|
|
|
|
|
|
Senior loan facility - principal outstanding
|
|
|
29,000
|
|
|
|
29,000
|
|
|
|
|
|
|
|
|
|
|
6% senior secured convertible notes due 2023:
|
|
|
|
|
|
|
|
|
Principal outstanding
|
|
|
60,000
|
|
|
|
60,000
|
|
Unamortized debt discount and debt issuance costs
|
|
|
(15,297
|
)
|
|
|
(15,906
|
)
|
Carrying amount
|
|
|
44,703
|
|
|
|
44,094
|
|
|
|
|
|
|
|
|
|
|
10% senior notes due 2019:
|
|
|
|
|
|
|
|
|
Principal outstanding
|
|
|
6,952
|
|
|
|
6,957
|
|
Unamortized debt issuance costs
|
|
|
1
|
|
|
|
(4
|
)
|
Carrying amount
|
|
|
6,953
|
|
|
|
6,953
|
|
|
|
|
|
|
|
|
|
|
Finance leases
|
|
|
1,024
|
|
|
|
1,234
|
|
|
|
|
|
|
|
|
|
|
Total debt
|
|
|
103,567
|
|
|
|
93,490
|
|
Current portion of long-term debt and finance leases
|
|
|
(7,866
|
)
|
|
|
(7,837
|
)
|
Total long-term debt and finance leases
|
|
$
|
95,701
|
|
|
$
|
85,653
|
|
In March 2019, the maturity date of our senior loan facility was extended to January 4, 2021.
In the three months ended March 31, 2019, we
recorded interest expense of $1.5 million related to the 6% senior secured convertible notes due 2023 (the “2023 Notes”), of which $0.9 million related to contractual interest expense.
The credit agreements and indentures for our credit facility, senior loan facility, 2023 Notes and 10% senior notes due 2019 (the “Senior Notes”) contain certain representations, warranties, covenants and other terms and conditions which are customary for agreements of these types. As of March 31, 2019, we were in compliance with these covenants.
NOTE 4. COMMITMENTS AND CONTINGENCIES
We are involved in various disputes or legal actions involving contractual and employment relationships, liability claims, and a variety of other matters arising in the ordinary course of business. We do not believe the outcome of such disputes or legal actions will have a material effect on our unaudited condensed consolidated financial statements.
NOTE 5. LEASES
We have entered into various non–cancellable operating and finance lease agreements for certain of our offices, shop and warehouse facilities, equipment and vehicles. We determine if an arrangement is a lease, or contains a lease, at inception and record the leases in our unaudited condensed consolidated financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor.
Our leases have remaining lease terms ranging from one year to eight years and often include options to extend the lease term for up to 3 years. Some of our leases also include options to terminate the lease prior to the end of the agreed upon lease
8
SAExploration Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
term. For the majority of leases entered into during the current period, we
have concluded it is not reasonably certain that we would exercise the options to extend the lease. Therefore, as of the lease commencement date, our lease terms generally do not include these options. We include options to extend the lease when it is re
asonably certain that we will exercise that
option
.
Lease expense for operating lease payments is recognized on a straight–line basis over the lease term. Certain operating leases provide for annual increases to lease payments based on an index or rate. We estimate the annual increase in lease payments based on the index or rate at the lease commencement date, for both our historical leases and for new leases commencing after January 1, 2019. Differences between the estimated lease payment and actual payment are expensed as incurred. Lease expense for finance lease payments is recognized as amortization expense of the finance lease ROU asset and interest expense on the finance lease liability over the lease term.
The balances for the operating and finance leases where we are the lessee are presented on our unaudited condensed consolidated balance sheet as follows:
|
|
Classification on Unaudited Condensed Consolidated Balance Sheet
|
|
March 31,
2019
|
|
Assets:
|
|
|
|
|
|
|
Operating lease right-of-use assets
|
|
Operating lease right-of-use assets
|
|
$
|
9,000
|
|
Finance lease assets
|
|
Property and equipment, net
|
|
|
987
|
|
Total lease assets
|
|
|
|
$
|
9,987
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
Current:
|
|
|
|
|
|
|
Operating lease liabilities
|
|
Operating lease liabilities
|
|
$
|
3,493
|
|
Finance lease liabilities
|
|
Current portion of long-term debt and finance leases
|
|
|
884
|
|
Long-term:
|
|
|
|
|
|
|
Operating lease liabilities
|
|
Other long-term liabilities
|
|
|
5,515
|
|
Finance lease liabilities
|
|
Long-term debt and finance leases
|
|
|
140
|
|
Total lease liabilities
|
|
|
|
$
|
10,032
|
|
The components of lease expense on our unaudited condensed consolidated statement of operations are as follows:
|
|
Three Months Ended
|
|
|
|
March 31,
2019
|
|
Operating lease expense:
|
|
|
|
|
Operating lease expense
(1)
|
|
$
|
1,340
|
|
|
|
|
|
|
Finance lease expense:
|
|
|
|
|
Amortization of leased assets
|
|
$
|
221
|
|
Interest on lease liabilities
|
|
|
38
|
|
Total finance lease expense
|
|
$
|
259
|
|
|
|
|
|
|
Total lease expense
|
|
$
|
1,599
|
|
(1)
|
Includes short–term leases and variable lease costs, both of which are immaterial.
|
As of March 31, 2019, our operating leases and finance leases have weighted average remaining lease terms of 3.7 years and 1.1 years, respectively, and both our operating leases and finance leases have a weighted average discount rate of 13.0%.
Supplemental cash flows information related to leases where we are the lessee is as follows:
9
SAExploration Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
|
|
Three Months Ended
|
|
|
|
March 31,
2019
|
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
|
|
Operating cash flows from operating leases
|
|
$
|
1,340
|
|
Financing cash flows from finance leases
|
|
|
210
|
|
As of March 31, 2019, the maturities of the liabilities related to our operating leases and finance leases are as follows:
|
|
Operating Leases
|
|
|
Finance
Leases
|
|
Nine months ended December 31, 2019
|
|
$
|
4,062
|
|
|
$
|
745
|
|
2020
|
|
|
3,041
|
|
|
|
361
|
|
2021
|
|
|
1,453
|
|
|
|
—
|
|
2022
|
|
|
1,159
|
|
|
|
—
|
|
2023
|
|
|
975
|
|
|
|
—
|
|
Thereafter
|
|
|
1,376
|
|
|
|
—
|
|
Total minimum lease payments
|
|
|
12,066
|
|
|
|
1,106
|
|
Less interest
|
|
|
3,058
|
|
|
|
82
|
|
Present value of lease liabilities
|
|
|
9,008
|
|
|
|
1,024
|
|
Less current lease liabilities
|
|
|
3,493
|
|
|
|
884
|
|
Long-term lease liabilities
|
|
$
|
5,515
|
|
|
$
|
140
|
|
10
SAExploration Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
NOTE
6
.
STOCKHOLDERS' EQUITY
As of March 31, 2019, we are authorized to issue 40.0 million shares of common stock with a par value of $0.0001 per share.
The following table presents the changes in the number of shares outstanding:
|
|
2019
|
|
Shares issued:
|
|
|
|
|
Balance as of January 1
|
|
|
3,211
|
|
Issue of shares on exercises of Series C warrants
|
|
|
24
|
|
Issue of shares on exercises of Series D warrants
|
|
|
24
|
|
Issue of shares on exercises of Series E warrants
|
|
|
662
|
|
Issue of shares as consideration for services
|
|
|
243
|
|
Issue of shares in private placement
|
|
|
30
|
|
Balance as of March 31
|
|
|
4,194
|
|
|
|
|
|
|
Shares held as treasury stock:
|
|
|
|
|
Balance as of January 1
|
|
|
111
|
|
Purchase of treasury stock
|
|
|
1
|
|
Balance as of March 31
|
|
|
112
|
|
|
|
|
|
|
Shares outstanding as of March 31
|
|
|
4,082
|
|
In the three months ended March 31, 2019, 0.5 million, 0.5 million and 13.2 million of our Series C warrants, Series D warrants and Series E warrants, respectively, were exercised. As of March 31, 2019, 7.5 million, 11.3 million and 54.6 million of our Series C warrants, Series D warrants and Series E warrants, respectively, are outstanding.
In February 2019, we issued 0.2 million shares of common stock as partial consideration for services provided to us related to our acquisition of the assets from Geokinetics, Inc. (“GEOK”). The shares were valued at $0.5 million. These shares were sold and issued without registration under the
Securities Act in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act.
In March 2019, we issued 0.03 million shares of common stock in a private placement. The shares were valued at $0.1 million based on the closing price of our common stock on the date of issuance. These shares were sold and issued without registration under the
Securities Act in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act.
NOTE 7. REVENUE FROM SERVICES
Deferred Costs on Contracts
In some instances, we incur third party costs that directly relate to the contract to fulfill the contract obligations. These fulfillment costs are capitalized and a
mortized consistent with how the related revenue is recognized. Changes in our deferred costs on contracts are as follows for the three months ended March 31:
|
|
2019
|
|
|
2018
|
|
Balance at beginning of year
|
|
$
|
3,717
|
|
|
$
|
1,780
|
|
Fulfillment costs incurred
|
|
|
4,491
|
|
|
|
4,553
|
|
Amortization of fulfillment costs
|
|
|
(2,935
|
)
|
|
|
(4,058
|
)
|
Balance at end of period
|
|
$
|
5,273
|
|
|
$
|
2,275
|
|
11
SAExploration Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
Deferred
Revenue
Typically, our mobilization services are paid by the customer at the beginning of the contract while the revenue is recognized as control transfers to the customer, which can result in deferred revenue. Normally all other revenue is billed as work progresses, which generally will not result in significant deferred revenue except in those cases where a large mobilization is required for the contract. Changes in our deferred revenue are as follows for the three months ended March 31:
|
|
2019
|
|
|
2018
|
|
Balance at beginning of year
|
|
$
|
4,298
|
|
|
$
|
1,477
|
|
Cash received, excluding amounts recognized as revenue from services
|
|
|
4,668
|
|
|
|
257
|
|
Amounts recognized as revenue from services
|
|
|
(7,495
|
)
|
|
|
(1,477
|
)
|
Balance at end of period
|
|
$
|
1,471
|
|
|
$
|
257
|
|
Disaggregated Revenue
The following table disaggregates our revenue by major source for the three months ended March 31:
|
|
2019
|
|
|
2018
|
|
|
|
Turnkey
|
|
|
Term
|
|
|
Total
|
|
|
Turnkey
|
|
|
Term
|
|
|
Total
|
|
North America
|
|
$
|
25,963
|
|
|
$
|
34,357
|
|
|
$
|
60,320
|
|
|
$
|
23,098
|
|
|
$
|
4,581
|
|
|
$
|
27,679
|
|
South America
|
|
|
576
|
|
|
|
46
|
|
|
|
622
|
|
|
|
9,444
|
|
|
|
—
|
|
|
|
9,444
|
|
Asia Pacific
|
|
|
31,716
|
|
|
|
735
|
|
|
|
32,451
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Total
|
|
$
|
58,255
|
|
|
$
|
35,138
|
|
|
$
|
93,393
|
|
|
$
|
32,542
|
|
|
$
|
4,581
|
|
|
$
|
37,123
|
|
Remaining Performance Obligations
As of March 31, 2019, we had $183.9 million of remaining performance obligations. We expect to recognize revenue of approximately 81% of these performance obligations in 2019 and the remaining approximately 19% in 2020.
NOTE 8. EQUITY–BASED COMPENSATION
We grant various forms of equity–based compensation to our senior management and directors. These equity–based awards currently consist of restricted stock units (“RSUs”).
In March 2019, we issued 0.5 million RSUs to our senior management, which vested 50% on April 12, 2019 and the remaining 50% will vest on January 29, 2021, and an additional 0.2 million RSUs, all of which vest on September 29, 2020. The fair value of the RSUs on the date of grant was $2.5 million.
We recognized equity–based compensation costs of $0.8 million and $1.1 million in the three months ended March 31, 2019 and 2018, respectively. These costs are included in “Selling, general and administrative expenses” on our unaudited condensed consolidated statements of operations.
As of March 31, 2019, we had $6.8 million of unrecognized equity–based compensation cost, which is expected to be recognized over a weighted average period of 1.8 years.
NOTE 9. INCOME TAXES
We record income taxes for interim periods on based on an estimated annual effective tax rate. The estimated annual effective tax rate is recomputed on a quarterly basis and may fluctuate due to changes in forecasted annual operating income, positive or negative changes to the valuation allowance for net deferred tax assets, and changes to actual or forecasted permanent book to tax differences.
Our effective tax rates were 37.3% and (73.4)% for the three months ended March 31, 2019 and 2018, respectively. The changes in our effective tax rates and the primary reason why these effective tax rates differ from the applicable federal
12
SAExploration Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
statutory rate
s
are
the fluctuations in earnings among the various jurisdictions in which
we
operate, increases
in valuation allowances and foreign tax rate differentials.
NOTE 10. EARNINGS (LOSS) PER COMMON SHARE
The computation of basic and diluted earnings (loss) per common share is as follows for the three months ended March 31:
|
|
2019
|
|
|
2018
|
|
Basic earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to SAExploration
|
|
$
|
3,814
|
|
|
$
|
(2,309
|
)
|
Amortization of discounts on Series A and Series B preferred stock
|
|
|
—
|
|
|
|
(45,195
|
)
|
Accretion of Series A preferred stock to redemption value
|
|
|
—
|
|
|
|
(1,291
|
)
|
Dividends on Series A preferred stock
|
|
|
—
|
|
|
|
(456
|
)
|
Net earnings (loss) available to common stockholders
|
|
|
3,814
|
|
|
|
(49,251
|
)
|
Net earnings allocable to participating securities
(1)
|
|
|
(1,967
|
)
|
|
|
—
|
|
Net earnings (loss) allocable to common shares
|
|
$
|
1,847
|
|
|
$
|
(49,251
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
3,689
|
|
|
|
535
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per common share
|
|
$
|
0.50
|
|
|
$
|
(92.06
|
)
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
Net earnings (loss) available to common stockholders
|
|
$
|
3,814
|
|
|
$
|
(49,251
|
)
|
Effect of dilutive securities - 2023 Notes
|
|
|
900
|
|
|
|
—
|
|
Net earnings allocable to participating securities
|
|
|
(1,025
|
)
|
|
|
—
|
|
Net earnings (loss) allocable to common shares
|
|
$
|
3,689
|
|
|
$
|
(49,251
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
3,689
|
|
|
|
535
|
|
Effect of dilutive securities
|
|
|
10,440
|
|
|
|
—
|
|
Weighted average common shares outstanding, as adjusted
|
|
|
14,129
|
|
|
|
535
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per common share
|
|
$
|
0.26
|
|
|
$
|
(92.06
|
)
|
|
|
|
|
|
|
|
|
|
Anti-dilutive securities excluded from diluted earnings (loss) per common share
(2)
|
|
|
274
|
|
|
|
6,315
|
|
(1)
|
Participating securities are not allocated losses as they do not participate in losses.
|
(2)
|
Includes warrants and unvested equity–based compensation.
|
NOTE 11. FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values determined based on quoted prices in active markets for identical assets or liabilities. Level 2 refers to fair values determined based on quoted prices for similar assets or liabilities in active markets or inputs that are observable to the asset or liability, either directly or indirectly through market corroboration. Level 3 refers to fair values determined based on unobservable inputs used in the measurement of assets and liabilities at fair value.
The estimated fair values of our financial instruments have been determined at discrete points in time based on relevant market information. Our financial instruments consist of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities and long–term debt. The carrying amounts of our financial instruments, other than our 2023 Notes and Senior Notes, approximate fair value because of the short–term nature of the items.
13
SAExploration Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
As of
March 31, 2019
, the estimated aggregate fair value
s
and aggregate carrying values
of our 2023 Notes and
Se
nior
Notes
w
ere
$
59.4
million
and
$5
1.7
million, respectively. As of December 31, 2018, the estimated aggregate fair values and aggregate carrying values of our 2023 Notes and Senior Notes was
$50.7 million $51.0 million, respectively
.
As our 2023 Notes are not actively traded, the fair value determination of the 2023 Notes is categorized as Level 3 as the valuation was based on valuation techniques when observable market data is not available. The fair value determination of our Senior Notes is categorized as Level 2 as this valuation used dealer quoted prices in active markets obtained from independent third–party sources.
NOTE 12. OTHER SUPPLEMENTAL INFORMATION
Cash, Cash Equivalents and Restricted Cash
Cash, cash equivalents and restricted cash are recorded in our unaudited condensed consolidated balance sheet as follows:
|
|
March 31,
2019
|
|
|
December 31,
2018
|
|
Cash and cash equivalents
|
|
$
|
9,100
|
|
|
$
|
7,192
|
|
Restricted cash
|
|
|
257
|
|
|
|
271
|
|
Total cash, cash equivalents and restricted cash
|
|
$
|
9,357
|
|
|
$
|
7,463
|
|
Our restricted cash served as collateral for labor claims, office rental and cash in another country restricted by exchange control regulations.
Accounts Receivable, net
Total accounts receivable, net is comprised of the following:
|
|
March 31,
2019
|
|
|
December 31,
2018
|
|
Trade receivables
|
|
$
|
142,397
|
|
|
$
|
95,219
|
|
Other receivables
|
|
|
2,183
|
|
|
|
1,977
|
|
Total accounts receivable
|
|
|
144,580
|
|
|
|
97,196
|
|
Less: allowance for doubtful accounts
|
|
|
(20,286
|
)
|
|
|
(19,533
|
)
|
Total accounts receivable, net
|
|
|
124,294
|
|
|
|
77,663
|
|
Current accounts receivable, net
|
|
|
71,490
|
|
|
|
24,859
|
|
Long-term accounts receivable, net
|
|
$
|
52,804
|
|
|
$
|
52,804
|
|
Accrued Liabilities
Accrued liabilities are comprised of the following:
|
|
March 31,
2019
|
|
|
December 31,
2018
|
|
Accrued payroll liabilities
|
|
$
|
2,904
|
|
|
$
|
3,622
|
|
Accrued interest
|
|
|
342
|
|
|
|
306
|
|
Other accrued liabilities
|
|
|
16,938
|
|
|
|
6,570
|
|
Total accrued liabilities
|
|
$
|
20,184
|
|
|
$
|
10,498
|
|
Other accrued liabilities primarily consist of accruals for project related expenses.
14
SAExploration Holdings, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements (continued)
Supp
lemental Cash Flows Information
Supplemental cash flows information is as follows:
|
|
Three Months Ended March 31,
|
|
|
|
2019
|
|
|
2018
|
|
Cash paid for interest
|
|
$
|
2,540
|
|
|
$
|
3,267
|
|
Cash paid for income taxes
|
|
|
(273
|
)
|
|
|
903
|
|
Noncash Transactions
Supplemental noncash transactions are as follows:
|
|
As of March 31,
|
|
|
|
2019
|
|
|
2018
|
|
Costs to issue stock included in prepaid expenses and other current assets
|
|
$
|
—
|
|
|
$
|
1,442
|
|
Common stock and preferred stock issued to retire long-term debt
|
|
|
—
|
|
|
|
73,234
|
|
Costs for additions to property and equipment in accounts payable
|
|
|
156
|
|
|
|
—
|
|
Proceeds from issuance of common stock in accrued liabilties
|
|
|
478
|
|
|
|
—
|
|
Costs to issue stock included in accounts payable
|
|
|
—
|
|
|
|
899
|
|
NOTE 13. RELATED PARTY TRANSACTIONS
Mr. Hastings, our Chief Executive Officer and Chairman of the Board of Directors, owns and control Speculative Seismic Investments, LLC (“SSI”), which was a lender under our senior loan facility in the principal amount of $0.6 million. In February 2019, SSI assigned its entire principal amount to another unaffiliated lender in a private transaction. As of March 31, 2019, SSI is no longer a lender under our senior loan facility.
As of March 31, 2019, Mr. Hastings is a lender under our credit facility in the principal amount of $0.5 million and our 2023 Notes in the principal amount of $1.0 million.
NOTE 14. SUBSEQUENT EVENTS
We evaluated subsequent events for appropriate accounting and disclosure through the date these unaudited condensed consolidated financial statements were issued and determined that there were no material items that required recognition or disclosure in our unaudited condensed consolidated financial statements.
15