NOTE 1 - THE COMPANY, BASIS OF PRESENTATION AND ACCOUNTING POLICIES | Principles of Consolidation Business Condition In connection with EBRDs 22% equity interest in Balykshi, the Company entered into a Put Option Agreement granting EBRD the right to require the Company to repurchase the 22% equity interest based on Balykshis fair market value. The put option is exercisable between June 2013 and June 2017. This agreement also contains an acceleration feature that, should a triggering event occur, grants EBRD the right to require the Company to repurchase the $10,000 equity investment at a 20% annual rate of return at any time following the triggering event. In accordance with US GAAP the put option is an unconditional obligation and is measured at its fair value based on an estimate of the amount of cash that would be required to settle the liability. The Balykshi Loan matured in May 2015. Under the terms of the Balykshi Loan Agreement, as amended, Balykshi was required to repay the loan principal and accrued interest in eight equal semi-annual installments commencing November 20, 2011 and then occurring each May 20 and November 20 thereafter until fully repaid. As of the date of this report, none of the required semi-annual repayment installments have been made. As the Balykshi Loan has matured, the principal and accrued interest is due and payable. The Company has included the Balykshi Loan and all accrued interest as a current liability at September 30, 2015 and 2014. The failure to pay the principal or interest on the Balykshi Loan may constitute an event of default under the Put Option Agreement which could trigger the acceleration clause contained in the Put Option Agreement. The acceleration clause would allow EBRD to put its $10,000 investment in Balykshi back to the Company. If EBRD were to accelerate its put right, the Company could be obligated to repay the initial investment plus a 20% annual rate of return. The balance of the accelerated put option liability was $23,644 and $21,649 as of and September 30, 2015 and 2014, respectively. This balance includes the 20% rate of return on the $10,000 investment and is classified as a current liability. As of the date of this report, to the Companys knowledge, EBRD has not sought to exercise the put option acceleration clause. The Company continues to engage in discussions with EBRD regarding a possible restructuring of its financial obligations to EBRD. To help the Company meet its funding obligations to construct the marine base, in 2008 the Company entered into two facility agreements pursuant to which the Company received debt funding of $30,000. In June and July 2011 Mr. Bakhytbek Baiseitov (the Investor) acquired the two facility agreements. In connection with restructuring the facility agreements, each of which matured in 2011, in September 2011 the Company issued Investor two secured promissory notes, a Secured Non-Negotiable Promissory Note in the principal amount of $10,800 (Non-Negotiable Note) and a Secured Convertible Consolidated Promissory Note in the principal amount of $24,446 (Consolidated Note). Pursuant to the terms of the Non-Negotiable Note, Investor may, at any time, demand and receive payment of the Non-Negotiable Note by the issuance of common stock of the Company. The price per share for principal and interest is $0.12. The Investor has the right, at any time, to demand the issuance of shares in satisfaction of the Non-Negotiable Note. In June 2015 the Company and Investor agreed to extend the maturity date of the Non-Negotiable Note from June 30, 2015 to June 30, 2016. If the issuance of common stock has not been demanded by Investor or made at the election of the Company by the June 30, 2016 maturity date, the Company is required to repay the principal and interest in cash. Pursuant to the terms of the Consolidated Note, interest accrues at 12% per annum and shall be paid semi-annually in arrears on each six-month anniversary of the Issuance Date (September 30, 2011). The Consolidated Note provides for a default rate of interest of 13% per annum upon the occurrence and during the continuation of an event of default, which shall be payable in cash upon demand. In June 2015 the Company and Investor agreed to extend the maturity date of the Consolidated Note from June 30, 2015 to June 30, 2016. Investor has the right at any time following a five-day written notice to convert all or any portion of the principal and any accrued but unpaid interest under the Consolidated Note into common stock at $0.10 per share. Any conversion that would result in a change in control of the Company without the prior consent of EBRD could result in a breach of the EBRD financing agreements. As of the date of this report, none of the semi-annual interest payments have been made when due. The Company has, however, made partial payments to Investor totaling $2,850 in reduction of Non-Negotiable Note balance due as of the date of this report. The failure to pay interest on the Consolidated Note when due, may be deemed an event of default under the Consolidated Note. In the event of a default that remains uncured, Investor may, at any time, demand immediate repayment of the Consolidated Note. As a result, the Company has included the Consolidated Note and all accrued but unpaid interest as current liabilities at September 30, 2015 and 2014. As of the date of this report, to the Companys knowledge, Investor has not demanded immediate repayment of the Consolidated Note. In August 2008 MOBY entered into a loan agreement (the MOBY Loan) with EBRD. In connection with the MOBY Loan, EBRD required the Company and others to, among other things, execute a Deed of Guarantee and Indemnity (Guarantee), guaranteeing the repayment of the MOBY Loan. The guarantee obligation of each party is limited to each partys respective ownership interest in MOBY. The outstanding balance of the MOBY Loan was $6,314 and $5,998 as of September 30, 2015 and 2014, respectively, including accrued and unpaid interest. The interest rate under the MOBY Loan is generally the interbank rate plus a margin of 3.6%. The MOBY Loan provides that during any period when the loan is in default the rate of interest shall be the interbank rate plus a margin of 3.6% plus 2% per annum. The MOBY Loan provides for 14 equal semi-annual installment payments of principal and interest on June 15 and December 15, commencing on or after August 2011. As of September 30, 2015 and 2014 MOBY had made no semi-annual installment payments and was in violation of certain financial covenants under the MOBY Loan. Pursuant to the MOBY Loan, if an event of default occurs and is continuing, EBRD may, at its option, by notice to MOBY, declare all or any portion of the principal and accrued interest of the MOBY Loan due and payable on demand, or immediately due and payable without further notice and without presentment, demand or protest. To the Companys knowledge, to date EBRD has taken no action to establish the defaults or to increase or accelerate the debt obligations of MOBY or the Guarantee obligation of the Company. Should EBRD determine to take action, MOBY would not have sufficient funds to repay the MOBY Loan, nor would the Company have sufficient funds to repay its portion of the MOBY Loan or the Guarantee. Should EBRD or Investor determine to seek to collect or accelerate the Companys financial obligations to them, the Company currently has insufficient funds to repay its obligations to EBRD or Investor, individually or collectively, and would be forced to seek other sources of funds to satisfy these obligations. Given the Companys current and anticipated operating results, current world oil prices, the difficult credit and equity markets and the Companys current financial condition, the Company believes it would be extremely difficult to obtain new funding to satisfy these obligations. If the Company were unable to obtain funding to meet these obligations, EBRD or Investor could seek any legal remedy available to them to obtain repayment, including forcing the Company into bankruptcy, or in the case of the Balykshi Loan, which is collateralized by the assets, including the marine base, and bank accounts of Balykshi, CRE and MOBY, foreclosure by EBRD on such assets and bank accounts, in addition to pursuing other Company assets. As of September 30, 2015 the book value of collateralized assets was approximately $20,861. The Company has also agreed to collateralize Investors Notes with non-marine base related assets. The ability of the Company to continue as a going concern is dependent upon, among other things, its ability to (i) successfully restructure its financial obligations to EBRD and Investor on terms that will allow the Company to service the restructured obligations, (ii) generate sufficient revenue from operations to satisfy its financial obligations, and/or (iii) identify a financing source that will provide the Company the ability to satisfy its financial obligations. Uncertainty as to the outcome of these factors raises substantial doubt about the Companys ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company intends to continue its efforts to restructure its financial obligations to EBRD and Investor. Acquisition of Kyran The fair values of MOBY assets and liabilities acquired as of the acquisition date, are as follows: August 7, 2014 Cash consideration $ 0.10 Fair value of equity interest in MOBY before the business combination (722) $ (722) Fair value of identifiable assets acquired and liabilities assumed Cash $ 47 Trade accounts receivable 346 Other receivables 20 Prepaid taxes 97 Advances paid 12 Vessels, equipment and property, net 1,405 Accounts payable (403) Accounts payable to related parties (56) Accrued expenses (315) Taxes payable (249) Long-term debt - current portion (5,549) Total identifiable net assets $ (4,645) Fair value of noncontrolling interest 1,599 Goodwill 2,324 $ (722) Acquired receivables are amounts due from customers as of August 7, 2014. The gross amount due for these receivables was $458 of which $112 was expected to be uncollectible. The fair value of the noncontrolling interest at the acquisition date was ($1,599). This amount was calculated as 34.4% of MOBYs identifiable net assets on August 7, 2014. Please, refer to Note 11 for the discussion of the valuation method and assumptions used to value MOBYs noncontrolling interest. The Company recognized a loss of $722 as a result of remeasuring to fair value its 15.6% equity interest in MOBY held before the acquisition during the fiscal 2014. The loss is reported as loss on remeasurement of equity interests in MOBY in the Companys statement of operations. The revenue and earnings of MOBY for fiscal 2014 since the acquisition date that are included in the consolidated income statement are as follows: For the period August 8 - September 30, 2014 Revenues $ 6 Net loss $ 3,133 Accelerated Put Option Liability Nature of Operations Vessel Operations Geophysical Services Marine Base Services Discontinued Operations Equity method investments - Initially, the Company obtained its interest in Veritas-Caspian through KMG participation for a capital contribution of $0.4 and accounted for the investment under the equity method of accounting. Later, after the Company discontinued KMG operations this investment was transferred to TatArka. At September 30, 2015 the Companys investment in Veritas-Caspian was zero due to Veritas-Caspians accumulated losses recognized. If Veritas-Caspian has income in the future, the Company will resume applying the equity method after its share of that income equals the share of net losses not recognized during the period the equity method was suspended. Recent Accounting Pronouncements In April 2014 the FASB issued Accounting Standards Update (ASU) No. 2014-08, Presentation of Financial Statements and Property, Plant, and Equipment. Reporting discontinued operations and disclosures of disposals of components of an entity. The Company does not believe that adoption of the standard will have a material impact on its results of operations or financial position upon adoption. In May 2014 the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers. The objective of this update is to provide a robust framework for addressing revenue recognition issues and, upon its effective date, replaces almost all existing revenue recognition guidance. This update is effective in annual reporting periods beginning after December 15, 2017 and the interim periods within that year. The Company is evaluating the impact of this update on its financial statements. In June 2014 FASB issued Accounting Standards Update No. 2014-12, Compensation - Stock Compensation (Topic 718) - Accounting for Share Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. ASU 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period, be treated as a performance condition. ASU 2014-12 is effective for interim and annual periods beginning after December 15, 2015. The amendments can be applied prospectively to all awards granted or modified after the effective date or retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented and to all new or modified awards thereafter. Early adoption is permitted. The adoption of this standard is not expected to have a material effect to the Companys operating results or financial condition. In August 2014 the FASB issued Accounting Standards Update No. 2014-15, Presentation of Financial Statements Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern (ASU 2014-15). The guidance in ASU 2014-15 sets forth managements responsibility to evaluate whether there is substantial doubt about an entitys ability to continue as a going concern as well as required disclosures. ASU 2014-15 indicates that, when preparing financial statements for interim and annual financial statements, management should evaluate whether conditions or events, in the aggregate, raise substantial doubt about the entity's ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. This evaluation should include consideration of conditions and events that are either known or are reasonably knowable at the date the financial statements are issued or are available to be issued, as well as whether it is probable that management's plans to address the substantial doubt will be implemented and, if so, whether it is probable that the plans will alleviate the substantial doubt. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods and annual periods thereafter. Early application is permitted. The adoption of this guidance is not expected to have a material effect on the Companys operating results or financial condition. In January 2015 the FASB issued ASU 2015-01, Income Statement Extraordinary and Unusual Items (Subtopic 225-20). This update eliminates from GAAP the concept of extraordinary items. Subtopic 225-20, Income StatementExtraordinary and Unusual Items, required that an entity separately classify, present, and disclose extraordinary events and transactions. Presently, an event or transaction is presumed to be an ordinary and usual activity of the reporting entity unless evidence clearly supports its classification as an extraordinary item. Paragraph 225-20-45-2 contains the following criteria that must both be met for extraordinary classification, (1) unusual nature - the underlying event or transaction should possess a high degree of abnormality and be of a type clearly unrelated to, or only incidentally related to, the ordinary and typical activities of the entity, taking into account the environment in which the entity operates; and (2) infrequency of occurrence - the underlying event or transaction should be of a type that would not reasonably be expected to recur in the foreseeable future, taking into account the environment in which the entity operates. The amendments in ASU 2015-01 are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The adoption of this ASU is not expected to have a material impact on the Companys financial statements. In February 2015 the FASB issued Accounting Standards Update No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which changes the analysis to be performed in determining whether certain types of legal entities should be consolidated. Under the revised guidance, all legal entities are subject to reevaluation under the revised consolidation model, unless a scope exception applies. Though the revised guidance mostly affects asset managers, all reporting entities involved with limited partnerships or similar entities are required to reevaluate such entities for consolidation. The guidance is effective for public business entities for fiscal years and for interim periods within those fiscal years beginning after December 15, 2015. The Company is evaluating the impact of this update on its financial statements. In April 2015 the FASB issued Accounting Standards Update No. 2015-03, InterestImputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, as part of its simplification initiative to reduce the cost and complexity in accounting standards. The ASU requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of the related liability. The treatment is consistent with the current presentation of debt discounts or premiums. For public business entities, the guidance is effective for financial statements covering fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The amended guidance must be applied on a retrospective basis and will not materially affect the Companys operating results or financial position. In May 2015 the FASB issued ASU 2015-08, Business Combinations Pushdown Accounting Amendment to SEC Paragraphs Pursuant to Staff Accounting Bulletin No. 115. This update was issued to amend various SEC paragraphs pursuant to the issuance of Staff Accounting Bulletin No. 115. This ASU is not expected to have a significant impact on the Companys financial statements. In August 2015 the FASB issued ASU 2015-14, Revenue from Contracts with Customers In August 2015 the FASB issued ASU 2015-15, Interest Imputation of Interest (Subtopic 835-30): Presentation And Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805). The amendments in this update require that an acquirer recognizes adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments in this update require that the acquirer record, in the same periods financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amendments in this update require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. For all other entities, the amendments in this update are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. This ASU is not expected to have a significant impact on the Companys financial statements. The Company has considered all recent accounting pronouncements issued or proposed by the FASB and other standards-setting bodies since the last audit of its financial statements. The Company does not believe that these pronouncements will have a material effect on the Companys financial statements. Use of Estimates Fair Value of Financial Instruments Cash Cash balances in Balykshi and CRE, have been designated under our loan agreement with EBRD and may not be used for any purpose other than construction and operations of the marine base. At September 30, 2015 and 2014 the total cash balance of Balykshi and CRE was $37 and $11, respectively. Cash deposit in Kazakhstan bank accounts was $1,242 as of September 30, 2015 and these accounts are not insured by the government. Receivables Inventories Vessels, Equipment and Property Depreciation of property and equipment is calculated using the straight-line method and resulted in depreciation expense for the years ended September 30, 2015 and 2014 of $4,376 and $4,100, respectively. Drydocking Costs Amortization of drydocking costs is calculated by using the straight-line method and resulted in amortization expense for the years ended September 30, 2015 and 2014 of $458 and $397, respectively. Accumulated amortization of the drydocking costs was $475 and $481 as of September 30, 2015 and 2014, respectively. Impairment of Long-Lived Assets and Long-Lived Assets for Disposal Revenue Recognition Geophysical service revenue is recognized when services are rendered, accepted by the customer and collectability is reasonably assured. Direct costs are charged to each contract as incurred along with allocated indirect costs for the specific period of service. Losses on contracts are recognized during the period in which the loss first becomes probable and reasonably estimated. Due to the nature of some of the geophysical services provided, certain customers have prepaid their contract services. These prepayments have been deferred and are recognized as revenue as the services are provided. At September 30, 2015 and September 30, 2014 the Company had $336 and $0, respectively, of deferred revenue related to these prepaid services. Marine base service revenue is recognized when services are rendered, accepted by the customer and collectability is reasonably assured. Foreign Currency Transactions USD is also the functional currency of CSGL, CGEO and CRE. The Kazakh Tenge (KZT) is the functional currency of Caspian LLP, TatArka, Balykshi, Kyran and MOBY; the Euro is the functional currency of Caspian B.V. and the Russian Ruble is the functional currency of Caspian LLC. Their respective balance sheets have been translated into USD at the exchange rates prevailing at each balance sheet date. Their respective statements of comprehensive income (loss) have been translated into USD using the average exchange rates prevailing during the periods of each statement. The corresponding translation adjustments are part of accumulated other comprehensive income and are shown as part of shareholders equity. The translation of KZT denominated assets and liabilities into USD for the purpose of these consolidated financial statements does not necessarily mean the Company could realize or settle, in USD, the reported values of these assets and liabilities in USD. Likewise it does not mean the Company could return or distribute the reported USD value of its Kazakh subsidiaries capital to its shareholders. In August 2015 the Kazakh government changed its currency policy to make the KZT free floating. As a result, in August 2015 the KZT was devalued by 44%. As a result of the devaluation, during the fiscal year ended September 30, 2015, the Company recorded foreign exchange transaction losses of $19,200 mostly as a result of the remeasurement of the Balykshi Loan and MOBY Loan which are denominated in U.S. Dollars. In February 2014 the Kazakh government devalued the KZT by 20%. As a result of the devaluation, during the fiscal year ended September 30, 2014, the Company recorded foreign exchange transaction losses of $6,645 mostly as a result of the remeasurement of the Balykshi Loan which is denominated in U.S. Dollars. Income Taxes The current regime of penalties and interest related to reported and discovered violations of Kazakhstans laws, decrees and related regulations can be severe. Penalties include confiscation of the amounts in question for currency law violations, as well as fines of generally 100% of the unpaid taxes. Interest is assessable at rates of generally 0.06% per day. As a result, penalties and interest can result in amounts that are multiples of any unreported taxes. At September 30, 2015 and 2014 no interest or penalties have been accrued as a result of any tax positions taken. In the event interest or penalties are assessed, the Company will include these amounts related to unrecognized tax benefits in income tax expense. A deferred tax liability is not recognized for the following types of temporary differences unless it becomes apparent that those temporary differences will reverse in the foreseeable future: (a) An excess of the amount for financial reporting over the tax basis of an investment in a foreign subsidiary or a foreign corporate joint venture, that is essentially permanent in duration. (b) Undistributed earnings of a domestic subsidiary or a domestic corporate joint venture that is essentially permanent in duration. Comprehensive Loss Correction to Previously Issued Financial Statements For the Year Ended September 30, 2014 Previously Reported Revised Difference Comprehensive (income) loss attributable to non-controlling interests $ (1,065) $ 1,065 $ 2,130 Comprehensive Loss Attributable to Caspian Services, Inc. $ 23,294 $ 21,164 $ 2,130 Basic and Diluted Loss Per Share At September 30, 2015 the Company had 458,711,667 potential shares related to convertible debt that were not included in the computation of diluted loss per common share because they would be anti-dilutive. At September 30, 2014 the Company had 800,000 options outstanding and 419,328,333 potential shares related to convertible debt that were not included in the computation of diluted loss per common share because they would be anti-dilutive. Concentration of Revenue During fiscal 2015 geophysical service revenue from two customers represented approximately 91% of total geophysical service revenue as follows, Customer A 55% and Customer B 36%. During fiscal 2015 marine base revenue from three customers represented 72% of total marine base revenue as follows, Customer A 30 %; Customer B 28% and Customer C 14%. |