Past year: ▼ 95%(12.0c – 3.04 USD)
Each one in plain English, with the numbers worked through for a shareholder.
29 Mar 2018listing compliance notice▼ BadMajor
NASDAQ found the company had less than $2.5 million of shareholders' equity at the end of 2017 and failed the alternative tests too. The company's answer was that the restructuring would fix it by the first-quarter accounts.
8 Mar 2018director officer appointment▼ BadMajor
The Series B preferred issued in the January exchange converted automatically, and holders received 14,098,370 warrants exercisable at a hundredth of a cent - shares in all but name. Against 812,321 common shares issued weeks earlier, this is the scale of the dilution the restructuring actually imposed.
2 Mar 2018material agreement▲ Good
An early-maturity trigger was removed from the working-capital facility, leaving it running to January 2020 alongside the term loan.
1 Feb 2018director officer appointment▼ BadMajor
The debt-for-equity exchange completed: $78 million of second-lien notes, 91.8% of the total, were swapped for 812,321 common shares plus two classes of convertible preferred and warrants. For the second time in eighteen months the existing shareholders were pushed to the margin by their own lenders.
18 Jan 2018material agreement▲ Good
The Alaska joint venture with Kuukpik Corporation, formed in 2012 to do North Slope seismic work, was extended to the end of 2020 - the operating relationship that made the company's Alaskan business possible.
26 Dec 2017debt financing● Neutral
The working-capital facility was raised from $16 million to $20 million and new lenders joined it, days after the second restructuring was agreed.
20 Dec 2017material agreement● NeutralMajor
Eighteen months after the last restructuring, holders of more than 85% of the second-lien notes agreed to another one - this time exchanging the notes entirely for common stock, convertible preferred and warrants. The debt was to be converted rather than refinanced.
26 Sept 2017material agreement● Neutral
Wells Fargo was replaced as the working-capital lender by a group agented by Cantor Fitzgerald, on a slightly smaller $16 million facility. A mainstream bank had stepped away and a distressed-debt house had stepped in.
14 Sept 2017material agreement▼ BadMajor
The 2016 term loan was pushed out to January 2020 for consenting lenders, but at a price: the interest rate stepped up from 10.5% to 11.5% and beyond. Buying time was getting more expensive each round.
7 Dec 2016material agreement● Neutral
The non-executive director share plan was expanded from 2,962 shares to 400,000 - a restatement of the plan in post-consolidation terms after the 135-for-1 reverse split.
15 Nov 2016director officer appointment● Neutral
Ryan Abney was promoted from investor relations to vice-president of finance on a $215,000 salary.
27 Oct 2016material agreement● NeutralMajor
The new term loan was amended to drop a condition tying drawdowns to receiving Alaskan state tax credit certificates - the first hint in this record of how much the company's funding depended on those Alaska credits, which would later be at the centre of its collapse.
25 Aug 2016material agreement● Neutral
The company agreed to register for resale the shares issued to noteholders in the July exchange, so the new owners could sell them.
9 Aug 2016director officer appointment● NeutralMajor
The leadership was reshuffled after the restructuring: Jeff Hastings moved from executive chairman to chief executive and chairman, and Brian Beatty stepped down from chief executive to chief operating officer. Brent Whiteley stayed as finance chief and general counsel - the same three men who had sold the business into the shell in 2013.
4 Aug 2016listing compliance notice▼ Bad
NASDAQ formally noted the audit-committee vacancy left by the restructuring's board changes, giving the company until its next annual meeting to fill it.
1 Aug 2016director officer appointment▼ BadMajor
The exchange offer closed on July 27. Holders of about 98.7% of the old notes tendered, and the company issued $69.064 million of new second-lien notes and 6,410,502 shares, after a reverse stock split.
1 July 2016capital raising announcement● NeutralMajor
The $30 million multi-draw term loan was signed, open to any noteholder who joined the exchange offer that had opened five days earlier.
13 June 2016material agreement● NeutralMajor
Holders of two-thirds of the 2014 notes agreed a comprehensive balance-sheet restructuring: a new $30 million secured term loan they would fund themselves, plus an exchange offer that would swap their notes for new paper and stock. The 2014 refinancing had lasted two years.
22 Apr 2016listing compliance notice▼ BadMajor
A second NASDAQ notice ten weeks later, this time for a share price under $1 - two live deficiencies at once, with cure deadlines in August and October.
5 Feb 2016listing compliance notice▼ BadMajor
NASDAQ warned that the market value of the company's publicly held shares had fallen below $15 million, starting a six-month cure period. The oil-price collapse had reached the seismic contractors.
27 Aug 2015capital raising announcement▼ BadMajor
The first sign that the 2014 notes were too heavy: Fidelity funds swapped $10 million of them for 2,366,307 shares. Retiring debt with stock at a low share price is cheaper than paying cash but tells you the cash was not there.
15 May 2015business combination● Neutral
The company filed Amendment No. 1 to its 30 April 2015 registration for swapping the $150M of 10% senior secured notes due 2019 (issued 2 July 2014) for identical registered notes. The terms are substantially identical, the company receives no proceeds, and the lien remains junior to the asset-based credit facility. The expiry date is still blank in the text provided, so the offer has not yet been shown as open or completed. The extract is truncated, so any other changes in this amendment are not visible.
30 Apr 2015business combination● Neutral
The company registered an exchange of its $150M of 10% senior secured notes due 2019, issued 2 July 2014, for identical notes that can be freely traded; this satisfies the registration rights agreement from the original placement. The company receives no proceeds and the terms are substantially the same. The notes are guaranteed by its subsidiaries (SAExploration Sub, SAExploration, Inc., SAExploration Seismic Services (US) and NES), and their lien ranks behind the asset-based credit facility. The principal office is now shown as Houston, Texas, rather than Calgary.
12 Nov 2014debt financing▲ Good
A $20 million secured revolving facility from Wells Fargo against North American receivables and equipment, undrawn at signing - working-capital headroom on top of the $150 million of notes.
26 Aug 2014auditor change● Neutral
Grant Thornton was dismissed as auditor after a competitive tender - no disagreements disclosed, and its opinions on 2012 and 2013 had been clean.
9 July 2014director officer appointment● NeutralMajor
The company refinanced wholesale, issuing $150 million of 10% senior secured notes due 2019 backed by liens on nearly everything it owned, and using the proceeds to repay and terminate the 2012 credit agreement. The lenders' representative on the board resigned as his facility disappeared. This is the debt that would define the next six years.
21 Mar 2014financial restatement▼ BadMajor
A second restatement, this time of the second and third quarters of 2013, over share-based pay recorded by the predecessor business and some misclassifications. Three quarters of the company's first year as a public entity had now been withdrawn.
13 Jan 2014capital raising announcement● Neutral
Rosenfeld and Sgro converted their $500,000 of working-capital loans into a million warrants at $12.00 - and said they would immediately swap them for shares at ten warrants to one in the company's warrant exchange. The blank-cheque founders were cashing out of the structure they had built.
6 Jan 2014business combination● Neutral
Amendment No. 2 to the warrant exchange registration was filed solely to add XBRL data files for the financial statements and an updated auditor consent. It omits the prospectus and changes nothing else, so there is nothing new for shareholders.
10 Dec 2013business combination● Neutral
Amendment No. 1 to the warrant exchange registration repeats the same terms: 1 share per 10 warrants, up to 1,500,000 shares, with warrant counts updated to 6 December 2013 (6,900,000 public, 7,100,000 private). The expiry date is still blank, now shown as 2014, and the offer is still subject to the registration becoming effective. The excerpt shows no new economic terms.
