Houston-based seismic data company SAExploration Holdings (SAE) has been accused by the Securities and Exchange Commission (SEC) of perpetrating a $100 million accounting fraud that involved routing payments through shell companies so it appeared to be legitimate revenue.
In addition, four former executives at SAE stole approximately $10 million of company funds for themselves, and two of them involved their spouses in the thefts, the SEC said.
According to the SEC’s complaint released Thursday, former CEO and Chairman Jeffrey Hastings, former CFO and General Counsel Brent Whiteley, former CEO and COO Brian Beatty, and former VP of Operations Michael Scott booked $140 million worth of contracts with SAE through a supposedly unrelated company, Alaskan Seismic Ventures (ASV).
ASV was purported to be an independent seismic data library that would identify potential underground oil and gas deposits on speculation, then sell mining rights to oil and gas companies. The four executives had originally proposed the idea of a seismic data library business be launched by SAE, but the SAE board rejected the idea as too risky and requiring too much cash upfront to launch, the SEC said.
Instead, Hastings and Whiteley formed ASV but created it in the name of a business associate of Whiteley so it appeared independent of them or SAE. If the involvement of Hastings and Whiteley were known, ASV would have to be reported on SAE’s financial statements as a subsidiary, per federal securities law.
Having ASV appear independent of SAE allowed Hastings and Whiteley “to improperly recognize approximately $100 million of revenue from transactions with a purportedly legitimate and unrelated customer,” the SEC said. Beatty and Scott either knew of the fraud or “were reckless in not knowing,” the SEC said. ASV’s independence from SAE also allowed it to claim more Alaska tax credits than it would have been entitled to if it were a subsidiary of SAE.
The SEC complaint alleges Whiteley “took advantage of weaknesses and deficiencies in SAE’s system of internal accounting controls, and personally approved” payments to shell companies he created “in his capacity as SAE’s CFO and General Counsel.”
As part of the fraud, the four executives stole $6 million from the company, which they divided among themselves, according to the SEC. Hastings allegedly stole another $4 million from SAE in an unrelated fraud in which he tricked the company into honoring false invoices from shell companies he created. Also announced Thursday were separate charges against Hastings regarding the theft of $5 million from the company by the U.S. District Court for the Southern District of New York.
“As alleged in our complaint, SAE’s executives designed a multi-faceted fraud that enriched executives at the expense of investors,” said Jennifer Leete, an associate director in the SEC’s Division of Enforcement, in a press release. “We will vigorously pursue wrongdoing by individuals and companies who engage in fraud and mislead investors.”
The SEC’s complaint charges the defendants with violating the antifraud, books and records, and internal accounting controls provisions of the federal securities laws; charges SAE with violating the reporting provisions of the federal securities laws, and the four executives with aiding and abetting those violations. The SEC seeks a permanent injunction against SAE and permanent injunctions, civil penalties, disgorgement of allegedly ill-gotten gains with prejudgment interest, and officer-and-director bars against the four executives.
The agency also charged the spouses of Whiteley and Hastings—Thomas O’Neill and Lori Hastings—with participating in the scheme to steal $10 million from the firm. The SEC said some of the stolen money was deposited into bank accounts controlled by the two spouses.
The SEC has also requested the four executives “reimburse SAE for incentive-based compensation” they earned as a result of their fraudulent conduct, as allowed by the Sarbanes-Oxley Act.
Founded in 2006, SAE offers seismic data acquisition, data processing and interpretation, and logistical support services throughout North America, South America, the Asia Pacific, Africa, and the Middle East. In 2013, it went public and was listed on the NASDAQ stock exchange under the ticker symbol “SAEX.” NASDAQ delisted SAE in June, and the company filed for bankruptcy in August, according to the SEC’s complaint. SAE did not respond to a request for comment.