Trio Merger Corp. (NASDAQ:TRIO; OTCBB:TRIOW)
and privately-held SAExploration Holdings, Inc. (“SAE” or the “Company”) today jointly announced that the companies have entered into a merger agreement whereby SAE will merge into a wholly owned subsidiary of Trio. SAE is a holding company of various subsidiaries which cumulatively form a geographically diversified seismic data acquisition company. SAE provides a full range of 2D, 3D and 4D seismic data services to its clients, including surveying, program design, logistical support, data acquisition, processing, camp services, catering, environmental assessment and community relations. The Company services its multinational client base from offices in Canada, Alaska, Peru, Columbia, Bolivia, Papua New Guinea, New Zealand and Brazil.
Since its founding in Lima, Peru in 2006, SAE has expanded rapidly by organic growth and two tuck in acquisitions. SAE and its executive management team have built a reputation for successfully operating in logistically complex geographies, such as mountains, jungles and arctic regions, while maintaining a strong Quality, Health, Safety and Environmental (“QHSE”) performance record. As a result, SAE has garnered a blue chip customer list, including many of the world’s large national and international oil companies.
SAE’s unaudited revenues for the first nine months of calendar 2010 and 2012 increased from $75.4 million to $209.3 million, a compound annual growth rate (“CAGR”) of 66.6%. During this same period, nine month EBITDA increased from $7.4 million to $26.9 million, a CAGR of 90.9%. At November 30, 2012, SAE’s backlog was $248.3 million and it had $315.7 million in bids outstanding. Please see accompanying summary unaudited financial tables for additional information.
SAE’s financial information and data contained herein is unaudited and/or were prepared by SAE as a private company and do not conform to SEC Regulation S-X. Accordingly, such information and data will be adjusted and presented differently in Trio’s filings with the SEC. Furthermore, it includes certain financial information, such as EBITDA (earnings before interest, taxes, depreciation and amortization), not derived in accordance with generally accepted accounting principles (“GAAP”). EBITDA is a key metric SAE uses in evaluating its financial performance. EBITDA is considered a non-GAAP financial measure as defined by Regulation G promulgated by the SEC under the Securities Act of 1933, as amended. SAE considers EBITDA important in evaluating its financial performance on a consistent basis across various periods. Due to the significance of non-cash and non-recurring items, EBITDA enables SAE’s Board of Directors and management to monitor and evaluate the business on a consistent basis. SAE uses EBITDA as a primary measure, among others, to analyze and evaluate financial and strategic planning decisions regarding future operating investments and potential acquisitions. The presentation of EBITDA should not be construed as an inference that SAE’s future results will be unaffected by unusual or non-recurring items or by non-cash items, such as non-cash compensation. EBITDA should be considered in addition to, rather than as a substitute for, pre-tax income, net income and cash flows from operating activities.