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SAEX > SEC Filings for SAEX > Form 8-K/A on 28-Aug-2013All Recent SEC Filings




Non-Reliance on Previous Financials, Audits or Interim Review

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 as a result of errors in the accounting for liabilities relating to its operations in Papua New Guinea. 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. Certain adjustments were identified relating to SAE's operations in Papua New Guinea, which changed the allocation of direct operating expenses between the first and second quarters of 2013. At the time the decision was made to restate the financial statements, the Company believed that the adjustments would decrease first quarter operating expenses by up to $1.3 million. Because of the time involved in restating its first quarter financial statements, the Company was not able to 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. On August 27, 2013, the Company filed an amendment to that Form 8-K to reflect the restatement of those financial statements.

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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