NOTE 1 - THE COMPANY AND BASIS OF PRESENTATION | Interim Financial Information 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. As of the date of this report, none of the required repayment installments have been made and the principal and accrued interest is due and payable in full. The Company has included the Balykshi Loan and all accrued interest as a current liability at December 31, 2015 and September 30, 2015. 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 would be obligated to repay the initial investment plus a 20% annual rate of return. The balance of the accelerated put option liability was $24,143 and $23,644 as of December 31, 2015 and September 30, 2015, 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. 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, 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 repayment 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. The maturity date of the Non-Negotiable Note is 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. The maturity date of the Consolidated Note is 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 repayments required under the Consolidated Note have been made when due. The Company has, however, made partial payments to Investor totaling $2,850 in reduction of Consolidated Note balance due as of the date of this report. The failure to make the semi-annual repayments 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 December 31, 2015 and September 30, 2015. 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 with EBRD (the MOBY Loan). 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 $6,402 and $6,314 as of December 31, 2015 and September 30, 2015, 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 from August 2011. As of December 31, 2015 and September 30, 2015, 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 a default 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 the MOBY Loan or its portion of the Guarantee. Should EBRD or Investor determine 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 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 December 31, 2015, the book value of collateralized assets was approximately $16,569. 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, and (iv) a return to higher world oil prices. Uncertainty as to the outcome of these factors raises substantial doubt about the Companys ability to continue as a going concern. The accompanying condensed 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. Nature of Operations Vessel Operations Geophysical Services Marine Base Services Discontinued Operations Correction to Previously Issued Financial Statements For The Three Months Ended December 31, 2014 Previously reported Revised Difference Basic and Diluted Loss per Share $ (0.05) $ (0.04) $ (0.01) Basic and Diluted Loss Per Share For the three months ended December 31, 2015, the Company had 469,710,000 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. For the three months ended December 31, 2014, the Company had 800,000 options outstanding and 427,056,667 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. Fair Value of Financial Instruments Accelerated Put Option Liability 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 December 31, 2015 and September 30, 2015, the Company had $195 and $336, 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. Receivables Impairment of Long-Lived Assets and Long-Lived Assets for Disposal 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 December 31, 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; or (b) Undistributed earnings of a domestic subsidiary or a domestic corporate joint venture that is essentially permanent in duration. Drydocking Costs 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. 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. The translation of KZT denominated assets and liabilities into USD for the purpose of these condensed 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 National Bank of the Republic of Kazakhstan elected to change its currency policy to make the KZT free floating, which has caused the KZT to fall sharply against the USD. As a result of this devaluation, during the first fiscal quarter 2016, the Company recorded a foreign exchange transaction loss of $13,142 mostly as a result of the remeasurement of the Balykshi Loan and MOBY Loan which are denominated in U.S. Dollars. No such events occurred during the first fiscal quarter 2015. Use of Estimates Comprehensive Loss Concentration of Revenue During the three months ended December 31, 2015, we realized no revenue from geophysical services. During the three months ended December 31, 2015, marine base revenue from four customers represented 82% of total marine base revenue as follows, Customer A 30%; Customer B 18%; Customer C 17%; and Customer D 17%. Reclassifaction Recent Accounting Pronouncements 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 Accounting Standards Update No. 2015- 11, Inventory (Topic 330): Simplifying the Measurement of Inventory, which requires entities who value inventory using the first-in, first-out or average cost method to measure inventory at the lower of cost and net realizable value. For public business entities, the amended guidance is effective for fiscal years beginning after December 15, 2016, and for interim periods within those years. The amended guidance must be applied on a prospective basis. The Company is evaluating the impact of this update on its financial statements. 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 (Topic 606). The amendments in this update defer the effective date of ASU 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. All other entities should apply the guidance in ASU 2014-09 to annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. The Company is evaluating the effect of adopting this new ASU. 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. This ASU adds SEC paragraphs pursuant to the SEC Staff Announcement at the June 18, 2015, Emerging Issues Task Force meeting about the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. This ASU is not expected to have a significant impact on the Companys financial statements. 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. Subsequent Events |