SAExploration Holdings Inc (SAEXQ US)

Year: 2019

Last Updated: 20 Sep, 2023

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SAExploration Holdings, Inc. offered seismic data acquisition, logistical support, and processing services to customers in the oil and natural gas industry in North America, South America, the Asia Pacific, and West Africa. The company was founded in 2006 and was based in Stafford, Texas with operations in the United States, the United Kingdom, Canada, Peru, Colombia, Bolivia, Malaysia, and Singapore.

SAExploration Holdings started trading on the NASDAQ when it was acquired by Trio Merger Corporation (TRIO), a special purpose acquisition corporation (SPAC), in December 2012. TRIO went public through an IPO process in June 2011 for the sole purpose of raising cash to purchase a business. It raised U$69m in its IPO. The manager of the offering was EarlybirdCapital Inc.

On 15 August 2019, the company revealed that the Securities and Exchange Commission (SEC) had been conducting an investigation of SAExploration in relation to revenue recognition, accounts receivable, tax credits and other related matters. In the announcement, the company revealed the following:

  • All financial statements issued for 2015 up to the first quarter 2019 contained errors and could no longer be relied on. All would need to be re-stated.
  • It reviewed its relationship with Alaska Seismic Ventures (ASV) and it had been determined that it was a variable interest entity and that the company had a controlling financial interest. ASV should have been consolidated since 2015.
  • The company had established a Special Committee of independent directors to oversee the company’s internal investigation.
  • Jeffrey Hastings, chief executive officer, had been placed on administrative leave and resigned on 15 August.
  • Brent Whiteley was terminated as chief financial officer, general counsel and company secretary.
  • Michael Faust, the lead independent director was appointed as chairman of the board.
  • as a result of above the company would be late filings its Q2 results.

On 30 December 2019, the company terminated Brian Beatty, director and COO.

On 7 February 2020, SAExploration issued restated 2018 financials. In an explanatory note, it revealed that the Department of Justice (DOJ) was conducting a parallel investigation with the SEC. In an update on its internal investigation, points of note included:

  • The investigation identified that Global Equipment Solutions LLC, one of the company's vendors, was formed by Brent Whiteley and controlled by Whiteley and/or Jeff Hastings. In 2015 and 2016, approximately US$12m was paid to Global Equipment in transfer fees for a customer contract which had been re-classified as misappropriation.
  • Of the approximately US$12m paid to Global Equipment, approximately US$5.9m was transferred through entities formed and/or controlled by Hastings and Whiteley to ASV as capital contributions. The remaining, approximately US$6.1m paid to Global Equipment, was transferred to Hastings and Whiteley and/or to entities controlled by them. These payments were not disclosed.
  • Previously the company reported revenue from ASV of approximately US$57.3m in 2016 and approximately US$83.8m in 2015.
  • The investigation also identified the misappropriation of approximately US$4.1m by Whiteley from 2012 to 2019, which were paid to RVI Consulting, Inc., owned by Whiteley. The payments were previously recorded as legal and professional expenses in the prior periods.
  • The investigation also identified the misappropriation of approximately US$0.5m by Hastings during 2013 related to a reimbursement his’ individual tax liability.
  • The restatement resulted in a reduction in reported stockholders’ equity of US$32.74m for 2018, ending the year at a deficit of US$17.36m.

On 17 June 2020 the NASDAQ suspended trading of the company's shares as SAExploration’s stockholders’ equity had fallen well below the minimum US$2.5m required for continued listing by the exchange. The delisting would trigger a clause in some of SAExploration’s debt that would allow the creditors to call in immediate repayment, but the company had already reached a forbearance agreement staving that off until 31 August.

On 21 August 2020, SAExploration was delisted from the NASDAQ.

On 27 August 2020, SAExploration filed for bankruptcy protection. The petition listed estimated assets between US$50m and US$100m and estimated liabilities between US$100m and US$500m.

On 16 September 2020. Jeffrey Hastings, former CEO, was arrested on charges of securities fraud and wire fraud.

On 8 October 2020, the SEC charged SAExploration and four former executives for a multi-year accounting fraud that falsely inflated the company’s revenue by approximately US$100m and concealed the theft of millions of dollars by the executives. The four charged were Jeffrey Hastings, former CEO/ Chairman, Brent Whiteley, former CFO/ General Counsel, Brian Beatty, former CEO/ COO and Michael Scott, former VP of operations. The allegations outlined in the SEC complaint were:

  • The four entered into a series of seismic data acquisition contracts totalling approximately US$140m with ASV that was in fact controlled by Hastings and Whiteley.
  • The amount SAExploration recorded in revenue, approximately US$100m was improperly recorded in light of the ASV's inability to pay and the executives' control of the company.
  • To create the false impression that the ASV was actually paying SAExploration for seismic data, Hastings, Whiteley, Beatty, and Scott misappropriated nearly US$6m from SAExploration and used the funds for a series of round trip transactions that caused the money to be sent back to SAExploration.
  • The executives also stole a total of approximately US$6m for themselves.
  • Whiteley separately misappropriated an additional US$4m through a fictitious invoice scheme.

On 17 December 2020, SAExploration settled with the SEC and agreed not to violate SEC rules in future.

On 15 November 2021, Jeffrey Hastings was sentenced to three years in prison and two years of supervised release and ordered to pay a forfeiture money judgment in the amount of US$590,807.

On 21 April 2023, the SEC reached a settlement with Jeffrey Hastings. Without denying the allegations Hastings agreed to pay a fine of US$1.3m and to refund SAExploration US$1.2m.

SAExploration: Non-Reliance on Financial Statements, 15 Aug 2019
Houston Chronicle: SAExploration fires general counsel, dismisses CEO amid SEC probe, 22 Aug 2019
Houston Business Journal: SAExploration finds misappropriations by former exec, 14 Feb 2020
Houston Business Journal: SAExploration files for Chapter 11 bankruptcy protection, 27 Aug 2020
Houston Business Journal: SAExploration's former CEO arrested, 16 Sep 2020
US SEC: SEC Charges Seismic Data Company, Former Executives With $100 Million Accounting Fraud, 8 Oct 2020
US Court: SEC v SAExploration and Execs – Complaint, 8 Oct 2020
WSJ: SEC Accuses Bankrupt Seismic-Data Company of $100 Million Fraud, 9 Oct 2020
Compliance Week: SAExploration accused of $100M accounting fraud, 10 Oct 2020
US SEC: SEC Obtains Final Judgment Against Seismic Data Company, 18 Dec 2020
US DOJ: Former CEO Pleads Guilty To Accounting Fraud Scheme, 13 Aug 2021
US DOJ: Former CEO Sentenced To 3 Years For Accounting Fraud And Misappropriation Schemes, 15 Nov 2021
US Court: US v Jeffrey Hastings – Opinion / Order, 31 May 2022
US SEC: SEC Obtains Final Judgment from Former Executive, 25 Apr 2023
GMT Research: SAExploration Holdings, AGS 1Q 2019
SAExploration: 1Q Report, QE Mar. 2019
SAExploration: Annual Report, YE Dec. 2018
SAExploration: Annual Report, YE Dec. 2018 (Restated)
SAExploration: Annual Report, YE Dec. 2017
SAExploration: Annual Report, YE Dec. 2016
SAExploration: Annual Report, YE Dec. 2015
US SEC: SAExploration filings



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