CONDENSED CONSOLIDATING FINANCIAL INFORMATION

In July 2014, the Corporation sold $150,000 of senior secured notes due in 2019. On June 19, 2015, all outstanding senior secured notes were exchanged for an equal amount of new senior secured notes ("Senior Secured Notes"), which are substantially identical in terms to the existing senior secured notes except that the Senior Secured Notes are registered under the Securities Act. In July 2016, a total of $138,128 face value of the Senior Secured Notes were exchanged for (i) $76,523 Second Lien Notes, including $7,459 Second Lien Notes representing accrued and unpaid interest and (ii) 6,410,502 shares of Corporation common stock. See Note 8 for further details on the Senior Secured Notes. The Senior Secured Notes were issued by SAExploration Holdings, Inc. and are guaranteed by its 100% owned U.S. subsidiaries: SAExploration Sub, Inc.; SAExploration, Inc.; NES LLC; and SAExploration Seismic Services (U.S.), Inc. (“the Guarantors”). The Guarantors have fully and unconditionally guaranteed the payment obligations of SAExploration Holdings, Inc. on a joint and several basis with respect to these debt securities. As of December 31, 2014, foreign branches of the Guarantors in Bolivia, Colombia and Peru have been reorganized as 100% owned foreign subsidiaries of SAExploration, Inc. and are reported under "Other Subsidiaries" in the condensed consolidated financial statements for all periods presented.

The following condensed consolidating financial information presents the results of operations, financial position and cash flows for:


•	SAExploration Holdings, Inc. (Reflects investments in subsidiaries utilizing the equity method of accounting. The equity in earnings of subsidiaries is recognized for the period beginning after the Closing of the Merger on June 24, 2013).


•	Guarantor subsidiaries (Reflects investments in subsidiaries utilizing the equity method of accounting).


•	All other subsidiaries of SAExploration Holdings, Inc. that are not Guarantors.


•	The consolidating adjustments necessary to present SAExploration Holdings, Inc. and subsidiaries' financial statements on a consolidated basis.

The condensed consolidating financial information should be read in conjunction with the accompanying consolidated financial statements and notes. Certain amounts in the condensed consolidated balance sheets and consolidated statement of cash flows as of December 31, 2015 presented herein have been reclassified to conform to the current period presentation. These reclassifications had no effect on net loss attributable to the Corporation, comprehensive income (loss), or stockholders' equity (deficit).



	December 31, 2016
Balance Sheet	SAExploration Holdings, Inc.			The Guarantors		Other Subsidiaries			Consolidating Adjustments			Total Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	2,054		$	3,446	$	5,960		$	—		$	11,460
Restricted cash	—			—		536			—			536
Accounts receivable, net	22			52,101		17,598			—			69,721
Deferred costs on contracts	—			8,378		266			—			8,644
Prepaid expenses	22			268		1,687			—			1,977
Total current assets	2,098			64,193		26,047			—			92,338
Property and equipment, net	—			34,277		8,482			—			42,759
Investment in subsidiaries	(12,653		)	63,247		7,500			(58,094		)	—
Intercompany receivables	130,433			—		—			(130,433		)	—
Intangible assets, net	—			—		721			—			721
Goodwill	—			—		1,711			—			1,711
Deferred loan issuance costs, net	20,619			237		—			—			20,856
Accounts receivable, net, noncurrent	—			37,984		—			—			37,984
Deferred income tax assets	—			—		5,122			—			5,122
Other assets	—			164		—			—			164
Total assets	$	140,497		$	200,102	$	49,583		$	(188,527	)	$	201,655

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	128		$	5,155	$	4,018		$	—		$	9,301
Accrued liabilities	88			5,769		6,893			—			12,750
Income and other taxes payable	20			746		14,839			—			15,605
Borrowings under revolving credit facility	—			5,844		—			—			5,844
Current portion of capital leases	—			39		17			—			56
Deferred revenue	—			7,975		—			—			7,975
Total current liabilities	236			25,528		25,767			—			51,531
Borrowings under senior loan facility	29,995			—		—			—			29,995
Second lien notes, net	80,238			—		—			—			80,238
Senior secured notes, net	1,830			—		—			—			1,830
Intercompany payables	—			96,559		33,874			(130,433		)	—
Total liabilities	112,299			122,087		59,641			(130,433		)	163,594
Stockholders’ equity (deficit):
Common stock	1			—		—			—			1
Additional paid-in capital	131,816			43,861		22,058			(65,919		)	131,816
Retained earnings (accumulated deficit)	(103,619		)	30,538		(27,294		)	7,825			(92,550		)
Accumulated other comprehensive loss	—			—		(4,822		)	—			(4,822		)
Total stockholders’ equity (deficit) attributable to the Corporation	28,198			74,399		(10,058		)	(58,094		)	34,445
Noncontrolling interest	—			3,616		—			—			3,616
Total stockholders’ equity (deficit)	28,198			78,015		(10,058		)	(58,094		)	38,061
Total liabilities and stockholders’ equity (deficit)	$	140,497		$	200,102	$	49,583		$	(188,527	)	$	201,655



	December 31, 2015
Balance Sheet	SAExploration Holdings, Inc.			The Guarantors		Other Subsidiaries			Consolidating Adjustments			Total Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—		$	8,025	$	3,275		$	—		$	11,300
Restricted cash	—			—		518			—			518
Accounts receivable, net	—			51,198		16,684			—			67,882
Deferred costs on contracts	—			390		4,745			—			5,135
Prepaid expenses	26			181		680			—			887
Total current assets	26			59,794		25,902			—			85,722
Property and equipment, net	—			49,623		12,205			—			61,828
Investment in subsidiaries	(15,022		)	58,752		7,500			(51,230		)	—
Intercompany receivables	115,691			—		—			(115,691		)	—
Intangible assets, net	—			—		789			—			789
Goodwill	—			—		1,658			—			1,658
Deferred loan issuance costs, net	—			521		—			—			521
Deferred income tax assets	—			—		3,756			—			3,756
Other assets	—			150		—			—			150
Total assets	$	100,695		$	168,840	$	51,810		$	(166,921	)	$	154,424

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	—		$	7,253	$	9,322		$	—		$	16,575
Accrued liabilities	6,495			7,336		3,987			—			17,818
Income and other taxes payable	13			376		2,197			—			2,586
Borrowings under revolving credit facility	—			7,899		—			—			7,899
Current portion of capital leases	—			57		58			—			115
Deferred revenue	—			—		3,903			—			3,903
Total current liabilities	6,508			22,921		19,467			—			48,896
Senior secured notes, net	135,630			—		—			—			135,630
Long-term portion of capital leases	—			39		16			—			55
Intercompany payables	—			69,417		46,274			(115,691		)	—
Deferred income tax liabilities	—			—		55			—			55
Total liabilities	142,138			92,377		65,812			(115,691		)	184,636
Stockholders’ equity (deficit):
Common stock	2			—		—			—			2
Additional paid-in capital	35,763			43,861		22,708			(66,569		)	35,763
Retained earnings (accumulated deficit)	(77,208		)	28,169		(32,439		)	15,339			(66,139		)
Accumulated other comprehensive loss	—			—		(4,271		)	—			(4,271		)
Total stockholders’ equity (deficit) attributable to the Corporation	(41,443		)	72,030		(14,002		)	(51,230		)	(34,645		)
Noncontrolling interest	—			4,433		—			—			4,433
Total stockholders’ equity (deficit)	(41,443		)	76,463		(14,002		)	(51,230		)	(30,212		)
Total liabilities and stockholders’ equity (deficit)	$	100,695		$	168,840	$	51,810		$	(166,921	)	$	154,424



	Year Ended December 31, 2016
Income Statement	SAExploration Holdings, Inc.			The Guarantors			Other Subsidiaries			Consolidating Adjustments			Total Consolidated
Revenue from services	$	—		$	77,947		$	127,617		$	—		$	205,564
Cost of services	—			59,445			101,083			—			160,528
Gross profit	—			18,502			26,534			—			45,036
Selling, general and administrative expenses	3,862			11,378			14,013			—			29,253
Loss (gain) on disposal of property and equipment, net	—			4,830			(288		)	—			4,542
Income (loss) from operations	(3,862		)	2,294			12,809			—			11,241
Other (expense) income, net	(23,492		)	(4,510		)	808			—			(27,194		)
Equity in income (losses) of investments	2,369			8,010			—			(10,379		)	—
Income (loss) before income taxes	(24,985		)	5,794			13,617			(10,379		)	(15,953		)
Provision for income taxes	45			404			5,607			—			6,056
Net income (loss)	(25,030		)	5,390			8,010			(10,379		)	(22,009		)
Less: net income attributable to noncontrolling interest	—			3,021			—			—			3,021
Net income (loss) attributable to the Corporation	$	(25,030	)	$	2,369		$	8,010		$	(10,379	)	$	(25,030	)

Comprehensive net income (loss)	$	(25,030	)	$	5,390		$	7,459		$	(10,379	)	$	(22,560	)
Less: comprehensive net income attributable to noncontrolling interest	—			3,021			—			—			3,021
Comprehensive net income (loss) attributable to the Corporation	$	(25,030	)	$	2,369		$	7,459		$	(10,379	)	$	(25,581	)



	Year Ended December 31, 2015
Income Statement	SAExploration Holdings, Inc.			The Guarantors			Other Subsidiaries			Consolidating Adjustments		Total Consolidated
Revenue from services	$	—		$	162,067		$	66,070		$	—	$	228,137
Cost of services	—			118,845			58,529			—		177,374
Gross profit	—			43,222			7,541			—		50,763
Selling, general and administrative expenses	1,545			13,756			19,241			—		34,542
Loss (gain) on disposal of property and equipment, net	—			729			(97		)	—		632
Income (loss) from operations	(1,545		)	28,737			(11,603		)	—		15,589
Other expense, net	(7,535		)	(4,394		)	(6,409		)	—		(18,338		)
Equity in income (losses) of investments	(777		)	(18,676		)	—			19,453		—
Income (loss) before income taxes	(9,857		)	5,667			(18,012		)	19,453		(2,749		)
Provision for income taxes	18			2,011			664			—		2,693
Net income (loss)	(9,875		)	3,656			(18,676		)	19,453		(5,442		)
Less: net income attributable to noncontrolling interest	—			4,433			—			—		4,433
Net income (loss) attributable to the Corporation	$	(9,875	)	$	(777	)	$	(18,676	)	$	19,453	$	(9,875	)

Comprehensive net income (loss)	$	(9,875	)	$	3,656		$	(18,585	)	$	19,453	$	(5,351	)
Less: comprehensive net income attributable to noncontrolling interest	—			4,433			—			—		4,433
Comprehensive net income (loss) attributable to the Corporation	$	(9,875	)	$	(777	)	$	(18,585	)	$	19,453	$	(9,784	)



	Year Ended December 31, 2016
Statement of Cash Flows	SAExploration Holdings, Inc.			The Guarantors			Other Subsidiaries			Consolidating Adjustments			Total Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	(11,057	)	$	(23,540	)	$	17,614		$	(2,865	)	$	(19,848	)
Investing activities:
Purchase of property and equipment	—			(2,917		)	(435		)	—			(3,352		)
Return of capital contribution from affiliate	—			650			—			(650		)	—
Proceeds from sale of property and equipment	—			—			488			—			488
Net cash provided by (used in) investing activities	—			(2,267		)	53			(650		)	(2,864		)
Financing activities:
Borrowings under senior loan facility	29,995			—			—			—			29,995
Payment of senior loan facility fee, debt discount and loan issuance costs	(2,002		)	—			—			—			(2,002		)
Revolving credit facility borrowings	—			44,470			—			—			44,470
Revolving credit facility repayments	—			(46,525		)	—			—			(46,525		)
Repayments of capital lease obligations	—			(57		)	(61		)	—			(118		)
Distribution to noncontrolling interest	—			(3,838		)	—			—			(3,838		)
Intercompany lending	(14,742		)	27,142			(12,400		)	—			—
Return of capital to affiliate	—			—			(650		)	650			—
Dividend payments to affiliate	—			—			(2,865		)	2,865			—
Legal fees for stock issuance associated with restructuring	(131		)	—			—			—			(131		)
Grantee election to fund payroll taxes out of restricted stock grant	(9		)	—			—			—			(9		)
Net cash provided by (used in) financing activities	13,111			21,192			(15,976		)	3,515			21,842
Effects of exchange rate changes on cash and cash equivalents	—			36			994			—			1,030
Net change in cash and cash equivalents	2,054			(4,579		)	2,685			—			160
Cash and cash equivalents at the beginning of period	—			8,025			3,275			—			11,300
Cash and cash equivalents at the end of period	$	2,054		$	3,446		$	5,960		$	—		$	11,460



	Year Ended December 31, 2015
Statement of Cash Flows	SAExploration Holdings, Inc.			The Guarantors			Other Subsidiaries			Consolidating Adjustments			Total Consolidated
Operating activities:
Net cash provided by (used in) operating activities	$	(10,775	)	$	(177	)	$	17,976		$	(3,800	)	$	3,224
Investing activities:
Purchase of property and equipment	—			(3,985		)	(2,458		)	—			(6,443		)
Capital contribution to affiliate	—			(1,225		)	(3,990		)	5,215			—
Proceeds from sale of property and equipment	—			—			166			—			166
Net cash provided by (used in) investing activities	—			(5,210		)	(6,282		)	5,215			(6,277		)
Financing activities:
Repayments of notes payable	—			(1,654		)	—			—			(1,654		)
Payment of loan facility fee, debt discount, and loan issuance costs	—			(41		)	—			—			(41		)
Revolving credit facility borrowings	—			37,687			—			—			37,687
Revolving credit facility repayments	—			(29,788		)	—			—			(29,788		)
Repayments of capital lease obligations	—			(49		)	(426		)	—			(475		)
Distribution to noncontrolling interest	—			(3,358		)	—			—			(3,358		)
Grantee election to fund payroll taxes out of restricted stock grant	—			(85		)	—			—			(85		)
Intercompany lending	10,775			3,411			(14,186		)	—			—
Capital contribution from affiliate	—			—			5,215			(5,215		)	—
Dividend payments to affiliate	—			—			(3,800		)	3,800			—
Net cash provided by (used in) financing activities	10,775			6,123			(13,197		)	(1,415		)	2,286
Effects of exchange rate changes on cash and cash equivalents	—			—			(255		)	—			(255		)
Net change in cash and cash equivalents	—			736			(1,758		)	—			(1,022		)
Cash and cash equivalents at the beginning of period	—			7,289			5,033			—			12,322
Cash and cash equivalents at the end of period	$	—		$	8,025		$	3,275		$	—		$	11,300