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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Caspian Services Inc (CE) | USOTC:CSSV | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.0002 | 0.00 | 01:00:00 |
[X]
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the Quarterly Period Ended
December 31, 2013
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the Transition Period From ________ to _________
|
Nevada
|
87-0617371
|
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
|
incorporation or organization)
|
Identification No.)
|
|
2319 Foothill Drive, Suite 160
|
||
Salt Lake City, Utah
|
84109
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer o | Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company þ |
Item 1. Financial Statements
|
Page
|
|
Condensed Consolidated Balance Sheets (Unaudited) as of December 31, 2013
and September 30, 2013
|
3
|
|
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited) for the three months ended December 31, 2013 and 2012
|
4
|
|
Condensed Consolidated Statements of Cash Flows (Unaudited) for the
|
||
three months ended December 31, 2013 and 2012
|
5
|
|
Notes to Condensed Consolidated Financial Statements (Unaudited)
|
6
|
|
Item 2. Management’s Discussion and Analysis of Financial Condition
|
||
and Results of Operations
|
23
|
|
Item 3. Qualitative and Quantitative Disclosures About Market Risk
|
34
|
|
Item 4. Controls and Procedures
|
34
|
|
PART II — OTHER INFORMATION
|
||
Item 1A. Risk Factors
|
35
|
|
Item 3. Defaults Upon Senior Securities
|
35
|
|
Item 6. Exhibits
|
35
|
|
Signatures
|
36
|
CASPIAN SERVICES, INC. AND SUBSIDIARIES
|
|||
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|||
(Dollars in thousands, except share and per share data)
|
|||
December 31,
|
September 30,
|
||
2013
|
2013
|
||
(Unaudited)
|
|||
ASSETS
|
|||
Current Assets
|
|||
Cash
|
$ 5,462
|
$ 3,973
|
|
Trade accounts receivable, net of allowance of $2,746 and $2,796, respectively
|
8,968
|
11,075
|
|
Trade accounts receivable from related parties, net of allowance of $1,547 and $3,499, respectively
|
1,855
|
1,455
|
|
Other receivables
|
1,150
|
705
|
|
Inventories
|
1,060
|
1,053
|
|
Property held for sale, net of allowance of $1,273
|
203
|
203
|
|
Prepaid taxes
|
1,331
|
1,329
|
|
Advances paid
|
1,003
|
829
|
|
Deferred tax assets
|
696
|
235
|
|
Prepaid expenses and other current assets
|
520
|
571
|
|
Total Current Assets
|
22,248
|
21,428
|
|
Vessels, equipment and property, net
|
51,172
|
50,741
|
|
Drydocking costs, net
|
869
|
519
|
|
Long-term deferred tax assets
|
1,197
|
1,849
|
|
Goodwill
|
224
|
224
|
|
Intangible assets, net
|
26
|
29
|
|
Long-term prepaid taxes
|
4,085
|
4,735
|
|
Investments
|
13
|
13
|
|
Long-term other receivables, net of current portion
|
994
|
1,005
|
|
Total Assets
|
$ 80,828
|
$ 80,543
|
|
LIABILITIES AND DEFICIT
|
|||
Current Liabilities
|
|||
Accounts payable
|
$ 2,075
|
$ 2,409
|
|
Accrued expenses
|
626
|
1,244
|
|
Taxes payable
|
905
|
911
|
|
Deferred revenue
|
192
|
10
|
|
Accelerated put option liability
|
20,154
|
19,649
|
|
Long-term debt - current portion
|
65,135
|
63,836
|
|
Total Current Liabilities
|
89,087
|
88,059
|
|
Long-term deferred revenue from related parties
|
2,575
|
2,619
|
|
Total Liabilities
|
91,662
|
90,678
|
|
Deficit
|
|||
Common stock, $0.001 par value per share; 500,000,000 shares authorized;
|
|||
52,657,574 shares issued and outstanding
|
53
|
53
|
|
Additional paid-in capital
|
64,827
|
64,827
|
|
Accumulated deficit
|
(50,568)
|
(49,894)
|
|
Accumulated other comprehensive loss
|
(15,619)
|
(15,619)
|
|
Deficit attributable to Caspian Services, Inc. Shareholders
|
(1,307)
|
(633)
|
|
Deficit attributable to noncontrolling interests
|
(9,527)
|
(9,502)
|
|
Total Deficit
|
(10,834)
|
(10,135)
|
|
Total Liabilities and Deficit
|
$ 80,828
|
$ 80,543
|
CASPIAN SERVICES, INC. AND SUBSIDIARIES
|
|||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)
|
|||
(Dollars in thousands, except per share data)
|
|||
For The Three Months
Ended December 31,
|
|||
2013
|
2012
|
||
Revenues
|
|||
Vessel revenues
|
$ 5,288
|
$ 3,702
|
|
Geophysical service revenues
|
4,113
|
1,101
|
|
Marine base service revenues (which includes $130 and $152, respectively, from related parties)
|
357
|
247
|
|
Total Revenues
|
9,758
|
5,050
|
|
Operating Expenses
|
|||
Vessel operating costs
|
3,092
|
1,945
|
|
Cost of geophysical service revenues
|
1,680
|
1,161
|
|
Cost of marine base service
|
184
|
171
|
|
Depreciation and amortization
|
1,210
|
1,313
|
|
General and administrative expense
|
2,150
|
2,731
|
|
Total Costs and Operating Expenses
|
8,316
|
7,321
|
|
Income (Loss) from Operations
|
1,442
|
(2,271)
|
|
Other Income (Expense)
|
|||
Interest expense
|
(2,000)
|
(1,853)
|
|
Foreign currency transaction income (loss)
|
15
|
(78)
|
|
Interest income
|
12
|
26
|
|
Other non-operating income, net
|
94
|
1,096
|
|
Net Other Expense
|
(1,879)
|
(809)
|
|
Income (Loss) from Continuing Operations Before Income Tax
|
(437)
|
(3,080)
|
|
Benefit from (provision for) income tax
|
(262)
|
344
|
|
Net loss from continuing operations
|
(699)
|
(2,736)
|
|
Loss from discontinued operations, net of tax of $0 and $138, respectively
|
-
|
(279)
|
|
Net loss
|
(699)
|
(3,015)
|
|
Net (income) loss attributable to noncontrolling interests
|
25
|
(18)
|
|
Net loss attributable to Caspian Services, Inc
|
$ (674)
|
$ (3,033)
|
|
Other Comprehensive Income (Loss)
|
|||
Foreign currency translation adjustment
|
-
|
(143)
|
|
Comprehensive loss
|
(674)
|
(3,176)
|
|
Comprehensive loss attributable to non-controlling interest
|
(50)
|
(47)
|
|
Comprehensive loss attributable to Caspian Services, Inc
|
$ (724)
|
$ (3,223)
|
|
Basic and Diluted Loss per Share from continuing operations
|
$ (0.01)
|
$ (0.05)
|
|
Basic and Diluted Loss per Share from discontinued operations
|
-
|
(0.01)
|
|
Basic and Diluted Loss per Share
|
$ (0.01)
|
$ (0.06)
|
|
Weighted Average Shares Outstanding
|
52,657,574
|
52,657,574
|
CASPIAN SERVICES, INC AND SUBSIDIARIES
|
|||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
|
|||
(Dollars in thousands, except share and per share data)
|
|||
For the Three Months
|
|||
Ended December 31,
|
|||
2013
|
2012
|
||
Cash flows from operating activities:
|
|||
Net loss
|
$ (699)
|
$ (3,015)
|
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|||
Depreciation and amortization
|
1,210
|
1,542
|
|
Accrued interest on accelerated put option
|
505
|
504
|
|
Foreign currency transaction loss
|
(15)
|
81
|
|
Stock based compensation
|
1
|
8
|
|
Changes in current assets and liabilities:
|
|||
Trade accounts receivable
|
2,105
|
(769)
|
|
Trade accounts receivable from related parties
|
(399)
|
(71)
|
|
Other receivables
|
(450)
|
(111)
|
|
Inventories
|
(7)
|
67
|
|
Prepaid taxes
|
(2)
|
(10)
|
|
Advances paid
|
(174)
|
(579)
|
|
Deferred tax assets
|
220
|
(52)
|
|
Prepaid expenses and other current assets
|
49
|
21
|
|
Long-term prepaid taxes
|
649
|
307
|
|
Long-term other receivables, net of current portion
|
11
|
9
|
|
Accounts payable
|
(328)
|
(459)
|
|
Accounts payable to related parties
|
-
|
(5)
|
|
Accrued expenses
|
879
|
(461)
|
|
Taxes payable
|
(6)
|
112
|
|
Deferred revenue
|
182
|
1,688
|
|
Long-term deferred revenue from related parties
|
(44)
|
(45)
|
|
Long-term deferred income tax liability
|
(29)
|
(153)
|
|
Net cash provided by (used in) operating activities
|
$ 3,658
|
$ (1,391)
|
|
Cash flows from investing activities:
|
|||
Cash received from sale of vessels, equipment and property
|
-
|
2,894
|
|
Payments to purchase vessels, equipment and property
|
(1,959)
|
(1,022)
|
|
Net cash provided by (used in) investing activities
|
$ (1,959)
|
$ 1,872
|
|
Cash flows from financing activities:
|
|||
Payments on long-term debt
|
(200)
|
(800)
|
|
Net cash used in financing activities
|
$ (200)
|
$ (800)
|
|
Effect of exchange rate changes on cash
|
(10)
|
347
|
|
Net change in cash
|
1,489
|
28
|
|
Cash at beginning of period
|
3,973
|
4,601
|
|
Cash at end of period
|
$ 5,462
|
$ 4,629
|
|
Supplemental disclosure of cash flow information:
|
|||
Cash paid for interest
|
$ 200
|
$ 800
|
December 31,
|
September 30,
|
||
2013
|
2013
|
||
Secured non-negotiable promissory note payable to Investor; interest at 0.26%
|
$ 10,863
|
$ 10,856
|
|
due September 30, 2014
|
|||
Secured convertible consolidated promissory note payable to Investor; interest at 12%
|
30,370
|
29,593
|
|
(default interest at 13%) due September 30, 2014
|
|||
EBRD loan and accrued interest at 7% due May 2015 (default interest at 9%);
|
|||
secured by property and bank accounts
|
23,902
|
23,387
|
|
Total Long-term Debt
|
65,135
|
63,836
|
|
Less: Current Portion
|
(65,135)
|
(63,836)
|
|
Long-term Debt - Net of Current Portion
|
$ -
|
$ -
|
Non-Vested
|
Weighted Average Grant
|
||
Shares
|
Date Fair Value Per Share
|
||
Non-vested at September 30, 2013
|
147,939
|
$0.11
|
|
Stock granted
|
-
|
-
|
|
Stock vested
|
-
|
-
|
|
Non-vested at December 31, 2013
|
147,939
|
$0.11
|
Related Party's Name
|
Description
|
December 31, 2013
|
September 30, 2013
|
|
Bolz LLP
|
Seismic services
|
$ 1,628
|
$ 3,174
|
|
MOBY
|
Marine base
|
1,424
|
1,330
|
|
Others
|
Other costs
|
350
|
450
|
|
Allowance for doubtful accounts
|
(1,547)
|
(3,499)
|
||
TOTAL
|
$ 1,855
|
$ 1,455
|
Related Party's Name
|
Description
|
December 31, 2013
|
September 30, 2013
|
|
MOBY
|
Advance received for land rental
|
$ 2,575
|
$ 2,619
|
|
TOTAL
|
$ 2,575
|
$ 2,619
|
Fair Value Measurements at Reporting Date Using
|
|||||||
Description
|
December 31, 2013
|
Level 1
|
Level 2
|
Level 3
|
|||
Property held for sale
|
$ 203
|
$ -
|
$ -
|
$ 203
|
Fair Value Measurements at Reporting Date Using
|
|||||||
Description
|
September 30, 2013
|
Level 1
|
Level 2
|
Level 3
|
|||
Property held for sale
|
$ 203
|
$ -
|
$ -
|
$ 203
|
For the Three Months
|
|||
Ended December 31,
|
|||
2013
|
2012
|
||
Capital Expenditures
|
|||
Vessel Operations
|
$ 457
|
$ 854
|
|
Geophysical Services
|
1,502
|
91
|
|
Marine Base Services
|
-
|
72
|
|
Total segments
|
1,959
|
1,017
|
|
Corporate assets
|
-
|
5
|
|
Less intersegment investments
|
-
|
-
|
|
Total consolidated
|
$ 1,959
|
$ 1,022
|
For the Three Months
|
|||
Ended December 31,
|
|||
2013
|
2012
|
||
Revenues
|
|||
Vessel Operations
|
$ 5,914
|
$ 3,702
|
|
Geophysical Services
|
4,113
|
1,101
|
|
Marine Base Services
|
2,211
|
2,847
|
|
Total segments
|
12,238
|
7,650
|
|
Corporate revenue
|
-
|
-
|
|
Less intersegment revenues
|
(2,480)
|
(2,600)
|
|
Total consolidated
|
$ 9,758
|
$ 5,050
|
|
Depreciation and Amortization
|
|||
Vessel Operations
|
$ (521)
|
$ (573)
|
|
Geophysical Services
|
(322)
|
(381)
|
|
Marine Base Services
|
(367)
|
(359)
|
|
Total segments
|
(1,210)
|
(1,313)
|
|
Corporate depreciation and amortization
|
-
|
-
|
|
Total consolidated
|
$ (1,210)
|
$ (1,313)
|
|
Interest expense
|
|||
Vessel Operations
|
$ -
|
$ -
|
|
Geophysical Services
|
-
|
-
|
|
Marine Base Services
|
(1,462)
|
(1,396)
|
|
Total segments
|
(1,462)
|
(1,396)
|
|
Corporate interest expense
|
(538)
|
(457)
|
|
Total consolidated
|
$ (2,000)
|
$ (1,853)
|
|
Income/(Loss) Before Income Tax
|
|||
Vessel Operations
|
$ 562
|
$ 926
|
|
Geophysical Services
|
1,559
|
(1,100)
|
|
Marine Base Services
|
(1,850)
|
(2,160)
|
|
Total segments
|
271
|
(2,334)
|
|
Corporate loss
|
(708)
|
(746)
|
|
Total consolidated
|
$ (437)
|
$ (3,080)
|
For the Three Months
|
|||
Ended December 31,
|
|||
2013
|
2012
|
||
Benefit from (Provision for) Income Tax
|
|||
Vessel Operations
|
$ 260
|
$ 623
|
|
Geophysical Services
|
(522)
|
(279)
|
|
Marine Base Services
|
-
|
-
|
|
Total segments
|
(262)
|
344
|
|
Corporate provision for income tax
|
-
|
-
|
|
Total consolidated
|
$ (262)
|
$ 344
|
|
Loss from discontinued operations
|
|||
Vessel Operations
|
$ -
|
$ -
|
|
Geophysical Services
|
-
|
(279)
|
|
Marine Base Services
|
-
|
-
|
|
Total segments
|
-
|
(279)
|
|
Corporate
|
-
|
-
|
|
Total consolidated
|
$ -
|
$ (279)
|
|
Loss/(Income) attributable to Noncontrolling Interests
|
|||
Vessel Operations
|
$ -
|
$ -
|
|
Geophysical Services
|
-
|
45
|
|
Marine Base Services
|
25
|
(63)
|
|
Total segments
|
25
|
(18)
|
|
Corporate noncontrolling interest
|
-
|
-
|
|
Total consolidated
|
$ 25
|
$ (18)
|
|
Net (Loss)/Income attributable to Caspian Services Inc.
|
|||
Vessel Operations
|
$ 822
|
$ 1,549
|
|
Geophysical Services
|
1,037
|
(1,613)
|
|
Marine Base Services
|
(1,825)
|
(2,223)
|
|
Total segments
|
34
|
(2,287)
|
|
Corporate loss
|
(708)
|
(746)
|
|
Total consolidated
|
$ (674)
|
$ (3,033)
|
|
December 31, | September 30, | ||
Segment Assets
|
2013
|
2013
|
|
Vessel Operations
|
$ 22,819
|
$ 24,031
|
|
Geophysical Services
|
20,537
|
18,005
|
|
Marine Base Services
|
77,260
|
78,186
|
|
Total segments
|
120,616
|
120,222
|
|
Corporate assets
|
865
|
6,946
|
|
Less intersegment assets
|
(40,653)
|
(46,625)
|
|
Total consolidated
|
$ 80,828
|
$ 80,543
|
For the Three Months
|
|||
Ended December 31,
|
|||
2013
|
2012
|
% change
|
|
VESSEL OPERATIONS
|
|||
Operating Revenue
|
$ 5,914
|
$ 3,702
|
60%
|
Pretax Operating Income/(Loss)
|
562
|
926
|
-39%
|
GEOPHYSICAL SERVICES
|
|||
Operating Revenue
|
$ 4,113
|
$ 1,101
|
274%
|
Pretax Operating Income/(Loss)
|
1,559
|
(1,100)
|
-242%
|
MARINE BASE SERVICES
|
|||
Operating Revenue
|
$ 2,211
|
$ 2,847
|
-22%
|
Pretax Operating Loss
|
(1,850)
|
(2,160)
|
-14%
|
CORPORATE ADMINISTRATION
|
|||
Operating Revenue
|
$ -
|
$ -
|
n/a
|
Pretax Operating Loss
|
(708)
|
(746)
|
-5%
|
Period ended December 31,
|
|||
2013
|
2012
|
||
Net cash provided by (used in) operating activities
|
$ 3,658
|
$ (1,391)
|
|
Net cash provided by (used in) investing activities
|
(1,959)
|
1,872
|
|
Net cash used in financing activities
|
(200)
|
(800)
|
|
Effect of exchange rate changes on cash
|
(10)
|
347
|
|
Net Change in Cash
|
$ 1,489
|
$ 28
|
Payment Period
|
|||||
Contractual Commitments
|
Less than
|
After
|
|||
Total
|
1 Year
|
1-3 Years
|
3-5 Years
|
5 years
|
|
Loans from an individual
|
$ 41,233
|
$41,233
|
$ -
|
$ -
|
$ -
|
Loans from EBRD
|
23,902
|
23,902
|
-
|
-
|
-
|
Accelerated put option liability
|
20,154
|
20,154
|
-
|
-
|
-
|
Operating leases - vessels
|
11,190
|
836
|
2,519
|
2,515
|
5,320
|
Operating leases - other
|
844
|
409
|
301
|
134
|
-
|
Purchase commitments*
|
1,800
|
1,800
|
-
|
-
|
-
|
Total
|
$ 99,123
|
$88,334
|
$ 2,820
|
$ 2,649
|
$ 5,320
|
Exhibit No.
|
Description of Exhibit
|
||
Exhibit 31.1
|
Certification of Principal Executive Officer Pursuant to
|
||
Rule 13a-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|||
Exhibit 31.2
|
Certification of Principal Financial Officer Pursuant to
|
||
Rule 13a-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|||
Exhibit 32.1
|
Certification of Principal Executive Officer Pursuant to
|
||
18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|||
Exhibit 32.2
|
Certification of Principal Financial Officer Pursuant to
|
||
18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|||
Exhibit 101.INS
|
XBRL Instance Document
|
||
Exhibit 101.SCH
|
XBRL Taxonomy Extension Schema Document
|
||
Exhibit 101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
||
Exhibit 101.DEF
|
XBRL Taxonomy Definition Linkbase Document
|
||
Exhibit 101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
||
Exhibit 101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
||
CASPIAN SERVICES, INC.
|
|||||
Date:
|
February 19, 2014
|
By:
|
/s/ Alexey Kotov
|
||
Alexey Kotov
|
|||||
Chief Executive Officer
|
Date:
|
February 19, 2014
|
By:
|
/s/ Indira Kaliyeva
|
||
Indira Kaliyeva
|
|||||
Chief Financial Officer
|
1 Year Caspian Services (CE) Chart |
1 Month Caspian Services (CE) Chart |
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