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SAEX > SEC Filings for SAEX > Form 8-K on 20-Aug-2013All Recent SEC Filings

Show all filings for SAEXPLORATION HOLDINGS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for SAEXPLORATION HOLDINGS, INC.


20-Aug-2013

Results of Operations and Financial Condition, Non-Reliance on Previ


Item 2.02. Results of Operations and Financial Condition.

On August 20, 2013, SAExploration Holdings, Inc. (the "Company") issued a press release stating that on August 19, 2013, the Company had reached a determination to restate its previously-filed interim financial statements for the first quarter of 2013, and concluded that such financial statements should no longer be relied upon because of errors in the financial statements. See Item 4.02 below for additional information about the restatement and related matters.

A copy of the Company's press release announcing the restatement and related matters is attached hereto as Exhibit 99.1 and incorporated by reference herein. Exhibit 99.1 hereto is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Exhibit 99.1 shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended.



Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

(a) On August 19, 2013, the Company made a determination to restate its previously-filed interim financial statements for the quarter ended March 31, 2013, to correct misstatements in the accounting for certain of the Company's expenses. The Company reached the determination to restate the financial statements for the quarter ended March 31, 2013, following management's discussion of the matter with the audit committee of the Company's board of directors, and management's and the audit committee's discussions with the Company's independent registered public accounting firm. In connection with that discussion, on August 19, 2013, the Company's management and audit committee determined that investors should not rely upon the Company's previously released financial statements for the first quarter of 2013.

The restatement results from information that came to the Company's attention in connection with the preparation and review of its Form 10-Q for the quarter ended June 30, 2013. The Company is continuing to work to resolve questions associated with certain adjustments to direct operating expenses between the first and second quarters of 2013. Although the review is ongoing and additional items may need to be included in the restatement, certain adjustments have been identified relating to SAE's operations in Papua New Guinea. These adjustments will change the allocation of direct operating expenses between the first and second quarters of 2013. SAE believes that these adjustments will decrease direct operating expenses for the first quarter of 2013. Because of the time involved in restating its first quarter financial statements, the Company will not timely file its Quarterly Report Form 10-Q for the quarter ended June 30, 2013.

The Company's financial statements for the quarter ended March 31, 2013, were included in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 28, 2013, which incorporated such financial statements by reference to the Trio Merger Corp. proxy statement/information statement dated May 31, 2013, relating to the completion of the merger of the company formerly known as SAExploration Holdings, Inc. with and into a wholly-owned subsidiary of the Company. The Company will amend that Form 8-K to reflect the restatement of those financial statements. It expects to file the first quarter amendment on Form 8-K/A and its Form 10-Q for the quarter ended June 30, 2013, as soon as possible.

In connection with the restatement, the Company is in the process of evaluating deficiencies in its internal control over financial reporting. As part of this evaluation, management may determine that a deficiency associated with the accounting for its Papua New Guinea operations constitutes a material weakness. The Company has begun taking immediate steps to remediate this potential deficiency and intends to take further action to remediate any other deficiencies that are identified as part of its evaluation of its internal control over financial reporting, which may include centralizing its accounting operations at one location.

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