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COMMITMENTS AND CONTINGENCIES
9 Months Ended
Sep. 30, 2020
Commitments And Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 4.  COMMITMENTS AND CONTINGENCIES

On August 18, 2019, a purported stockholder filed a putative class action lawsuit against us and certain former executive officers named therein in the U.S. District Court for the Southern District of Texas captioned John Bodin v. SAExploration Holdings, Inc., et al. Case No. 4:19–cv–03089.  Three other purported stockholders moved for appointment as lead plaintiff and approval of their counsel as lead counsel on October 2, 2019.  An order was entered on February 7, 2020, appointing Amrit Kumar and Tony Tep as co–lead plaintiffs (the “Class Action Plaintiffs”) and approving their counsel as co–lead counsel.  Pursuant to an agreed scheduling stipulation and order, the Class Action Plaintiffs filed their Amended Complaint on July 15, 2020 against us and certain of our former and current executive officers and directors named therein (the “Class Action Defendants”).  The Class Action Plaintiffs seek to represent a class of stockholders who purchased or otherwise acquired our publicly traded securities from March 15, 2016 through February 7, 2020 (the “Covered Period”). The amended complaint generally alleges that the Class Action Defendants violated Sections 10(b) and 20(a) of the Exchange Act and SEC Rule 10b–5 by making false and misleading statements in our periodic reports filed with the SEC during the Covered Period. The complaint requests damages, including interest, and an award of reasonable costs and expenses, including counsel and expert fees. Pursuant to an agreed scheduling stipulation and order, the Class Action Defendants were scheduled to answer, move to dismiss, or otherwise respond to the amended complaint by October 9, 2020, with responsive briefing to be completed by February 5, 2021.  As a result of the filing of the Chapter 11 Cases, the Court subsequently entered an order staying the entire case on September 2, 2020. 

On September 6, 2019, a purported stockholder, M. Shane Hamilton (the “Derivative Plaintiff”), filed a stockholder derivative lawsuit against certain of our former and current executive officers and directors named therein (the “Derivative Defendants”) in the U.S. District Court for the District of Delaware captioned M. Shane Hamilton, derivatively on behalf of SAExploration Holdings, Inc., v. Jeff Hastings, et al. The derivative complaint generally alleges (i) breaches by the Derivative Defendants of their fiduciary duties as our directors and/or officers, (ii) unjust enrichment, (iii) waste of corporate assets, and (iv) violations of Section 14(a) of the Exchange Act. The derivative complaint seeks, among other things, relief (i) directing us and the Derivative Defendants to take actions to reform and improve our corporate governance and internal procedures, (ii) awarding us restitution from the Derivative Defendants, and (iii) awarding the Derivative Plaintiff’s costs and attorneys’ and experts’ fees.  This matter is stayed pending the resolution of any motions to dismiss filed in John Bodin v. SAExploration Holdings, Inc., et al. Case No. 4:19–cv–03089 pending in the U.S. District Court for the Southern District of Texas.

On October 8, 2020, the SEC filed a complaint against us and our former executive officers Jeffrey Hastings, Brent Whiteley, Brian Beatty, and Michael Scott (the “Former Executives”) in the U.S. District Court for the Southern District of New York (the “Court”) captioned U.S. Securities and Exchange Commission, v. SAExploration Holdings, Inc. et al. Civil Action No. 1:20–CV–8423 (the “SEC Lawsuit”) arising out of the actions of the Former Executives. The SEC Lawsuit charged us and charges the Former Executives with violating Section 17(a)(1) and (3) of the Securities Act and Section 10(b) of the Exchange Act of 1934, and Rule 10b–5(a) and (c) thereunder. It further charged us with violating Securities Act Section 17(a)(2) and Exchange Act Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B), and Rules 10b–5(b), 12b–20, 13a–1, 13a–11, 13a–13 thereunder, and that the Former Executives aided and abetted those violations. Additionally, the SEC Lawsuit charges the Former Executives with violating Exchange Act Section 13(b)(5) and Rule 13b2–1 thereunder, and Messrs. Hastings, Whiteley, and Beatty with also violating Exchange Act Rules 10b–5(b), 13a–14, and 13b2–2. The SEC sought a permanent injunction against us from violating the aforementioned provisions, but did not seek any monetary relief against us. From the Former Executives, the SEC seeks permanent injunctions as well as civil penalties, disgorgement of allegedly ill–gotten gains with prejudgment interest, and officer–and–director bars against each of them. Additionally, the SEC seeks to have Messrs. Hastings, Whiteley, and Beatty reimburse us for incentive–based compensation pursuant to Section 304(a) of the Sarbanes–Oxley Act of 2002. The Department of Justice, U.S. Attorney’s Office for the Southern District of New York (the “DOJ”) also announced criminal charges against Mr. Hastings in a parallel action on the same day.

On November 5, 2020, we and the SEC filed with the Court a joint motion for entry of a consent judgment and our consent (the “Consent”) to resolve all allegations pertaining to us with respect to the SEC Lawsuit described above. Pursuant the Consent, without admitting or denying the allegations of the SEC Lawsuit, we consented to the entry of a final judgment (the “Proposed Judgment”) that permanently enjoins us from violating the sections of the federal securities laws listed in the SEC Lawsuit, but that does not impose any monetary penalty on us. The Proposed Judgment, when entered, will resolve all allegations pertaining to us with respect to the SEC Lawsuit.

The actions taken by the SEC and the DOJ described above are based upon their investigation of certain matters, including with respect to revenue recognition, accounts receivable, and tax credits.  We have been cooperating and intend to continue to cooperate with the SEC and the DOJ in their litigations and/or investigations. We are currently unable to predict the eventual scope, duration or outcome with the SEC and the DOJ or whether it could have a material impact on our financial position, results of operations, or cash flows.

The DOR is conducting an investigation with respect to our determination that ASV is a VIE and related Alaska tax credit certificates.  On October 27, 2020, the DOR filed a notice with the Bankruptcy Court notifying the Debtors and others that the tax credits held by the Debtors in the Chapter 11 Cases may be valueless based on allegations of criminal fraud in obtaining the credits and that it is highly likely that the DOR will determine that the tax credits are valueless.  We have been cooperating, and intend to continue to cooperate, with the DOR in its investigation. We are unable to predict the eventual scope and duration of the DOR’s investigation, or the outcome with the DOR or whether it could have a material impact on our financial condition, results of operations, or cash flow.

In the ordinary course of business, we may be subject to legal proceedings involving contractual and employment relationships, liability claims and a variety of other matters.  Although the results of these other legal proceedings cannot be predicted with certainty, we do not believe that the final outcome of these proceedings should have a material adverse effect on our business, results of operations, cash flows or financial condition.  However, we cannot predict the occurrence or outcome of these proceedings with certainty, and if we are unsuccessful in these proceedings and any loss exceeds our available insurance, if any, this could have a material adverse effect on our results of operations.