UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended June 30, 2023
or
☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from _______________ to ________________
Commission
File No. 000-51638
GULFSLOPE
ENERGY, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
16-1689008 |
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
|
|
|
1000 Main St., Suite 2300, Houston, Texas
(Address
of principal executive offices) |
|
77002
(zip code) |
|
|
|
(281)
918-4100
(Registrant’s telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act: None
Title
of each class |
|
Trading
Symbol |
|
Name
of each
exchange on
which registered |
Common
stock, par value $0.001 per share |
|
GSPE |
|
OTCPK |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer ☐ |
Accelerated
filer ☐ |
Non-accelerated
filer ☐ |
Smaller
reporting company ☒ |
Emerging
growth company ☐ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The
number of outstanding shares of the registrant’s common stock, $0.001 par value, on August 14, 2023, was 1,360,479,745.
FORWARD-LOOKING
STATEMENTS
This
Quarterly Report on Form 10-Q (“Report”) contains forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements
of historical fact included in this communication, regarding our strategy, future operations, financial position, estimated revenues
and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this communication,
the words “could,” “believe,” “anticipate,” “intend,” “estimate,”
“expect,” “project,” “forecast, “may,” “objective,” “plan,”
and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain
such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events
and are based on currently available information as to the outcome and timing of future events.
We
caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult
to predict and many of which are beyond our control. These risks include, but are not limited to, commodity price volatility,
inflation, lack of availability of drilling and production equipment and services, environmental risks, drilling and other operating
risks, regulatory changes, the uncertainty inherent in estimating reserves and in projecting future rates of production, cash
flow and access to capital, the timing of development expenditures, and other factors that may affect our future results and business,
generally, including those discussed in the Company’s periodic reports that are filed with the SEC and available on the
SEC’s website (http://www.sec.gov).
Should
one or more of these risks occur, or should underlying assumptions prove incorrect, our actual results and plans could differ
materially from those expressed in any forward-looking statements. All forward-looking statements, expressed or implied, are expressly
qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with
any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise
required by applicable law, we disclaim any duty to update any forward-looking statements, to reflect events or circumstances
after the date of this communication.
PART
I – FINANCIAL STATEMENTS (Unaudited)
June
30, 2023
CONTENTS
PART
I – FINANCIAL STATEMENTS
Item
1. Financial Statements
GulfSlope
Energy, Inc.
Condensed
Balance Sheets
(Unaudited)
| |
June 30, 2023 | | |
September 30, 2022 | |
Assets | |
| | | |
| | |
Current Assets | |
| | | |
| | |
Cash | |
$ | 2,248 | | |
$ | 135,381 | |
Accounts Receivable, Net | |
| — | | |
| 12,925 | |
Prepaid Expenses and Other Current Assets | |
| 57,275 | | |
| 33,004 | |
Total Current Assets | |
| 59,523 | | |
| 181,310 | |
Property and Equipment, net | |
| 303 | | |
| 848 | |
Oil and Natural Gas Properties, Full Cost Method of Accounting, Unproved Properties | |
| 5,306,415 | | |
| 5,288,915 | |
Total Non-Current Assets | |
| 5,306,718 | | |
| 5,289,763 | |
Total Assets | |
$ | 5,366,241 | | |
$ | 5,471,073 | |
Liabilities and Stockholders’ (Deficit) Equity | |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Accounts Payable | |
$ | 262,878 | | |
$ | 135,391 | |
Related Party Payable | |
| 404,469 | | |
| 404,469 | |
Related Party Accrued Interest Payable | |
| 3,734,701 | | |
| 3,401,489 | |
Loans from Related Parties | |
| 8,725,500 | | |
| 8,725,500 | |
Related Party Short Term Loan Payable | |
| 257,500 | | |
| — | |
Accrued Interest Payable | |
| 156,600 | | |
| 138,020 | |
Convertible Notes Payable, net of Debt Discount | |
| 238,595 | | |
| 227,000 | |
Derivative Financial Instruments | |
| 933,757 | | |
| 959,222 | |
Total Current Liabilities | |
| 14,714,000 | | |
| 13,991,091 | |
Total Liabilities | |
| 14,714,000 | | |
| 13,991,091 | |
Commitments and Contingencies (Note 9) | |
| | | |
| | |
Stockholders’ (Deficit) Equity | |
| | | |
| | |
Preferred Stock; par value ($0.001); Authorized 50,000,000 shares none issued or outstanding | |
| — | | |
| — | |
Common Stock; par value ($0.001); Authorized 1,500,000,000 shares; issued and outstanding 1,307,193,032 and 1,268,240,346 as of June 30, 2023 and September 30, 2022, respectively | |
| 1,307,193 | | |
| 1,268,240 | |
Additional Paid-in-Capital | |
| 59,188,528 | | |
| 59,116,487 | |
Accumulated Deficit | |
| (69,843,480 | ) | |
| (68,904,745 | ) |
Total Stockholders’ (Deficit) Equity | |
| (9,347,759 | ) | |
| (8,520,018 | ) |
Total Liabilities and Stockholders’ (Deficit) Equity | |
$ | 5,366,241 | | |
$ | 5,471,073 | |
The
accompanying notes are an integral part to these condensed financial statements.
GulfSlope
Energy, Inc.
Condensed
Statements of Operations
(Unaudited)
| |
| | |
| | |
| | |
| |
| |
For the Three Months Ended June 30, | | |
For the Nine Months Ended June 30, | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| |
|
| | |
|
| | |
|
| | |
|
| |
Revenues | |
$ |
— | | |
$ |
— | | |
$ |
— | | |
$ |
— | |
Impairment of Oil and Natural Gas Properties | |
| — | | |
| — | | |
| — | | |
| 3,093,693 | |
General and Administrative Expenses | |
| 135,495 | | |
| 374,791 | | |
| 581,320 | | |
| 1,180,199 | |
Net Loss from Operations | |
| (135,495 | ) | |
| (374,791 | ) | |
| (581,320 | ) | |
| (4,273,891 | ) |
Other Income/(Expenses): | |
| | | |
| | | |
| | | |
| | |
Interest Expense | |
| (135,443 | ) | |
| (122,314 | ) | |
| (405,770 | ) | |
| (395,903 | ) |
Loss on Debt Extinguishment | |
| (57,789 | ) | |
| (85,127 | ) | |
| (57,789 | ) | |
| (85,127 | ) |
Gain on Derivative Financial Instrument | |
| 150,425 | | |
| 309,592 | | |
| 106,144 | | |
| 125,361 | |
Provision for Income Taxes | |
| — | | |
| — | | |
| — | | |
| — | |
Net Loss | |
$ | (178,302 | ) | |
$ | (272,640 | ) | |
$ | (938,735 | ) | |
$ | (4,629,560 | ) |
Loss Per Share – Basic and Diluted | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
Weighted Average Shares Outstanding – Basic and Diluted | |
| 1,269,439,711 | | |
| 1,268,240,346 | | |
| 1,274,615,858 | | |
| 1,268,240,346 | |
The
accompanying notes are an integral part to these condensed financial statements.
GulfSlope
Energy, Inc.
Condensed
Statements of Stockholders’ (Deficit) Equity
(unaudited)
For
the Three Months Ended June 30, 2023
| |
| | |
| | |
Additional | | |
| | |
Net | |
| |
Common | | |
Paid-in | | |
Accumulated | | |
Stockholders’ | |
| |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Equity | |
Balance at March 31, 2023 | |
| 1,268,240,346 | | |
$ | 1,268,240 | | |
$ | 59,116,487 | | |
$ | (69,665,178 | ) | |
$ | (9,280,451 | ) |
Common stock issued for conversion of convertible note payable and accrued interest | |
| 38,952,686 | | |
| 38,953 | | |
| 72,041 | | |
| — | | |
| 110,994 | |
Net Loss | |
| — | | |
| — | | |
| — | | |
| (178,302 | ) | |
| (178,302 | ) |
Balance at June 30, 2023 | |
| 1,307,193,032 | | |
$ | 1,307,193 | | |
$ | 59,188,528 | | |
$ | (69,843,480 | ) | |
$ | (9,347,759 | ) |
For
the Three Months Ended June 30, 2022
| |
| | |
| | |
Additional | | |
| | |
| |
| |
Common | | |
Paid-in | | |
Accumulated | | |
Stockholders’ | |
| |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Equity | |
Balance at March 31, 2022 | |
| 1,268,240,346 | | |
$ | 1,268,240 | | |
$ | 59,031,360 | | |
$ | (64,564,911 | ) | |
$ | (4,265,311 | ) |
Extension of warrants in conjunction with extension of convertible notes | |
| — | | |
| — | | |
| 85,127 | | |
| — | | |
| 85,127 | |
Net Loss | |
| — | | |
| — | | |
| — | | |
| (272,640 | ) | |
| (272,640 | ) |
Balance at June 30, 2022 | |
| 1,268,240,346 | | |
$ | 1,268,240 | | |
$ | 59,116,487 | | |
$ | (64,837,551 | ) | |
$ | (4,452,824 | ) |
The
accompanying notes are an integral part to these condensed financial statements.
GulfSlope
Energy, Inc.
Condensed
Statements of Stockholders’ (Deficit) Equity
(unaudited)
For
the Nine Months Ended June 30, 2023
| |
| | |
| | |
Additional | | |
| | |
Net | |
| |
Common | | |
Paid-in | | |
Accumulated | | |
Stockholders’ | |
| |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Equity | |
Balance at September 30, 2022 | |
| 1,268,240,346 | | |
$ | 1,268,240 | | |
$ | 59,116,487 | | |
$ | (68,904,745 | ) | |
$ | (8,520,018 | ) |
Common stock issued for conversion of convertible note payable and accrued interest | |
| 38,952,686 | | |
| 38,953 | | |
| 72,041 | | |
| — | | |
| 110,994 | |
Net Loss | |
| — | | |
| — | | |
| — | | |
| (938,735 | ) | |
| (938,735 | ) |
Balance at June 30, 2023 | |
| 1,307,193,032 | | |
$ | 1,307,193 | | |
$ | 59,188,528 | | |
$ | (69,843,480 | ) | |
$ | (9,347,759 | ) |
For
the Nine Months Ended June 30, 2022
| |
| | |
| | |
Additional | | |
| | |
| |
| |
Common | | |
Paid-in | | |
Accumulated | | |
Stockholders’ | |
| |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Equity | |
Balance at September 30, 2021 | |
| 1,268,240,346 | | |
$ | 1,268,240 | | |
$ | 58,999,585 | | |
$ | (60,207,991 | ) | |
$ | 59,834 | |
Stock based compensation | |
| — | | |
| — | | |
| 31,775 | | |
| — | | |
| 31,775 | |
Extension of warrants in conjunction with extension of convertible notes | |
| — | | |
| — | | |
| 85,127 | | |
| — | | |
| 85,127 | |
Net Loss | |
| — | | |
| — | | |
| — | | |
| (4,629,560 | ) | |
| (4,629,560 | ) |
Balance at June 30, 2022 | |
| 1,268,240,346 | | |
$ | 1,268,240 | | |
$ | 59,116,487 | | |
$ | (64,837,551 | ) | |
$ | (4,452,824 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
GulfSlope
Energy, Inc.
Condensed
Statements of Cash Flows
(Unaudited)
| |
| | |
| |
| |
For the Nine Months Ended June 30, | |
| |
2023 | | |
2022 | |
OPERATING ACTIVITIES | |
| | | |
| | |
Net Loss | |
$ | (938,735 | ) | |
$ | (4,629,560 | ) |
Adjustments to Reconcile Net Loss to Net Cash Used In Operating Activities: | |
| | | |
| | |
Impairment of Oil and Natural Gas Properties | |
| — | | |
| 3,093,693 | |
Depreciation | |
| 546 | | |
| 814 | |
Stock Based Compensation | |
| — | | |
| 31,775 | |
(Gain) on Derivative Financial Instruments | |
| (106,144 | ) | |
| (125,361 | ) |
Debt Discount Amortization | |
| 53,979 | | |
| 50,337 | |
Loss on Debt Extinguishment | |
| 57,789 | | |
| 85,127 | |
Changes in Operating Assets and Liabilities: | |
| | | |
| | |
Accounts Receivable | |
| 12,925 | | |
| — | |
Prepaid Expenses and Other Current Assets | |
| (24,272 | ) | |
| (75,277 | ) |
Accounts Payable | |
| 127,487 | | |
| (23,881 | ) |
Accrued Interest Payable | |
| 351,792 | | |
| 345,566 | |
Net Cash Used In Operating Activities | |
| (464,633 | ) | |
| (1,246,767 | ) |
| |
| | | |
| | |
INVESTING ACTIVITIES | |
| | | |
| | |
Investments in Oil and Gas Properties | |
| (17,500 | ) | |
| (25,461 | ) |
Net Cash Used In Investing Activities | |
| (17,500 | ) | |
| (25,461 | ) |
| |
| | | |
| | |
FINANCING ACTIVITIES | |
| | | |
| | |
Proceeds From Short Term Note | |
| 257,500 | | |
| — | |
Proceeds From Convertible Promissory Notes | |
| 91,500 | | |
| — | |
Net Cash Provided By Financing Activities | |
| 349,000 | | |
| — | |
| |
| | | |
| | |
Net Decrease in Cash | |
| (133,133 | ) | |
| (1,272,228 | ) |
Beginning Cash Balance | |
| 135,381 | | |
| 1,517,522 | |
Ending Cash Balance | |
$ | 2,248 | | |
$ | 245,294 | |
| |
| | | |
| | |
Non-Cash Financing and Investing Activities: | |
| | | |
| | |
Capital Expenditures in Accounts Payable | |
$ | — | | |
$ | 31,960 | |
Debt Discount Related to Issuance of Convertible Promissory Notes | |
$ | 89,179 | | |
$ | — | |
Common Stock Issued upon Conversion of Convertible Notes Payable and Accrued Interest | |
$ | 110,994 | | |
| — | |
The
accompanying notes are an integral part to these condensed financial statements.
GulfSlope
Energy, Inc.
Notes
to Condensed Financial Statements
June
30, 2023
(Unaudited)
NOTE
1 – ORGANIZATION AND NATURE OF BUSINESS
GulfSlope
Energy, Inc. (the “Company” or “GulfSlope”) is an independent oil and natural gas exploration company
whose interests are concentrated in the United States Gulf of Mexico federal waters offshore Louisiana. The Company currently
has under lease one federal Outer Continental Shelf block (referred to as “prospect,” “portfolio” or “leases”)
and licensed three-dimensional (3-D) seismic data across its area of concentration.
NOTE
2 – SIGNIFICANT ACCOUNTING POLICIES
The
condensed financial statements included herein are unaudited. However, these condensed financial statements include all adjustments
(consisting of normal recurring adjustments), which, in the opinion of management are necessary for a fair presentation of financial
position, results of operations and cash flows for the interim periods. The results of operations for interim periods are not
necessarily indicative of the results to be expected for an entire year. The preparation of financial statements in accordance
with generally accepted accounting principles in the United States of America (“GAAP”) requires management to make
estimates and assumptions that affect the amounts reported in the Company’s condensed financial statements and accompanying
notes. Actual results could differ materially from those estimates.
Certain
information, accounting policies, and footnote disclosures normally included in the financial statements prepared in accordance
with generally accepted accounting principles in the United States of America have been omitted pursuant to certain rules and
regulations of the Securities and Exchange Commission (“SEC”). The condensed financial statements should be read in
conjunction with the audited financial statements for the year ended September 30, 2022, which were included in the Company’s
Annual Report on Form 10-K for the fiscal year ended September 30, 2022 and filed with the Securities and Exchange Commission
on December 29, 2022.
Cash
GulfSlope
considers highly liquid investments with original maturities to the Company of three months or less to be cash equivalents. There
were no cash equivalents on June 30, 2023 and September 30, 2022.
The
Company has incurred accumulated losses as of June 30, 2023 of $69.8 million, has negative working capital of $14.7 million and
for the nine months ended June 30, 2023 generated losses of $0.94 million. Further losses are anticipated in developing our business.
As a result, there exists substantial doubt about our ability to continue as a going concern. As of June 30, 2023, we had approximately
$2,200 of unrestricted cash on hand. The Company estimates that it will need to raise a minimum of $10.0 million to meet
its obligations and planned expenditures. The $10.0 million is comprised primarily of capital project expenditures as well as
general and administrative expenses. It does not include any amounts due under outstanding debt obligations, which amounted to
$13.1 million of current principal and accrued interest as of June 30, 2023. The Company plans to finance operations and planned
expenditures through the issuance of equity securities, debt financings and farm-out agreements, asset sales or mergers. The Company
also plans to extend the agreements associated with all loans, the accrued interest payable on these loans, as well as the Company’s
accrued liabilities. There are no assurances that financing will be available with acceptable terms, if at all, or that obligations
can be extended. If the Company is not successful in obtaining financing or extending obligations, operations would need to be
curtailed or ceased, or the Company would need to sell assets or consider alternative plans up to and including restructuring.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Accounts
Receivable
The
Company records an accounts receivable for operations expense reimbursements due from joint interest partners and also from normal
operations. The Company estimates allowances for doubtful accounts based on the aged receivable balances and historical losses.
If the Company determines any account to be uncollectible based on significant delinquency or other factors, the receivable and
the underlying asset are assessed for recovery. As of June 30, 2023 and September 30, 2022, there was no allowance for doubtful
accounts receivable. Gross accounts receivable was nil at June 30, 2023 and approximately $13,000 at September 30, 2022, respectively.
Full
Cost Method
The
Company uses the full cost method of accounting for its oil and gas exploration and development activities. Under the full cost
method of accounting, all costs associated with successful and unsuccessful exploration and development activities are capitalized
on a country-by-country basis into a single cost center (“full cost pool”). Such costs include property acquisition
costs, geological and geophysical (“G&G”) costs, carrying charges on non-producing properties, costs of drilling
both productive and non-productive wells. Overhead costs, which includes employee compensation and benefits including stock-based
compensation, incurred that are directly related to acquisition, exploration and development activities are capitalized. Interest
expense is capitalized related to unevaluated properties and wells in process during the period in which the Company is incurring
costs and expending resources to get the properties ready for their intended purpose. For significant investments in unproved
properties and major development projects that are not being currently depreciated, depleted, or amortized and on which exploration
or development activities are in progress, interest costs are capitalized. Proceeds from property sales will generally be credited
to the full cost pool, with no gain or loss recognized, unless such a sale would significantly alter the relationship between
capitalized costs and the proved reserves attributable to these costs. A significant alteration would typically involve a sale
of 25% or more of the proved reserves related to a single full cost pool.
Proved
properties are amortized on a country-by-country basis using the units of production method (“UOP”), whereby capitalized
costs are amortized over total proved reserves. The amortization base in the UOP calculation includes the sum of proved property,
net of accumulated depreciation, depletion and amortization (“DD&A”), estimated future development costs (future
costs to access and develop proved reserves), and asset retirement costs, less related salvage value.
The
costs of unproved properties and related capitalized costs (such as G&G costs) are withheld from the amortization calculation
until such time as they are either developed or abandoned. Unproved properties and properties under development are reviewed for
impairment at least quarterly and are determined through an evaluation that considers, among other factors, seismic data, requirements
to relinquish acreage, drilling results, remaining time in the commitment period, remaining capital plan, and political, economic,
and market conditions. In countries where proved reserves exist, exploratory drilling costs associated with dry holes are transferred
to proved properties immediately upon determination that a well is dry and amortized accordingly. In countries where a reserve
base has not yet been established, impairments are charged to earnings.
Companies
that use the full cost method of accounting for oil and natural gas exploration and development activities are required to perform
a ceiling test calculation each quarter. The full cost ceiling test is an impairment test prescribed by SEC Regulation S-X Rule
4-10. The ceiling test is performed quarterly, on a country-by-country basis, utilizing the average of prices in effect on the
first day of the month for the preceding twelve-month period. The cost center ceiling is defined as the sum of (a) estimated future
net revenues, discounted at 10% per annum, from proved reserves, (b) the cost of properties not being amortized, if any, and (c)
the lower of cost or market value of unproved properties included in the cost being amortized. If such capitalized costs exceed
the ceiling, the Company will record a write-down to the extent of such excess as a non-cash charge to earnings. Any such write-down
will reduce earnings in the period of occurrence and results in a lower depreciation, depletion and amortization rate in future
periods. A write-down may not be reversed in future periods even though higher oil and natural gas prices may subsequently increase
the ceiling.
The
Company capitalizes exploratory well costs into oil and gas properties until a determination is made that the well has either
found proved reserves or is impaired. If proved reserves are found, the capitalized exploratory well costs are reclassified to
proved properties. The well costs are charged to expense if the exploratory well is determined to be impaired.
As
of June 30, 2023, the Company’s oil and gas properties consisted of unproved properties, other miscellaneous capitalized costs primarily related to seismic data and enhanced processing costs as well as delay rental costs and there are no proved reserves.
Asset
Retirement Obligations
The
Company’s asset retirement obligations will represent the present value of the estimated future costs associated with plugging
and abandoning oil and natural gas wells, removing production equipment and facilities and restoring the seabed in accordance
with the terms of oil and gas leases and applicable state and federal laws. Determining asset retirement obligations requires
estimates of the costs of plugging and abandoning oil and natural gas wells, removing production equipment and facilities and
restoring the sea bed as well as estimates of the economic lives of the oil and gas wells and future inflation rates. The resulting
estimate of future cash outflows will be discounted using a credit-adjusted risk-free interest rate that corresponds with the
timing of the cash outflows. Cost estimates will consider historical experience, third party estimates, the requirements of oil
and natural gas leases and applicable local, state and federal laws, but do not consider estimated salvage values. Asset retirement
obligations will be recognized when the wells drilled reach total depth or when the production equipment and facilities are installed
or acquired with an associated increase in proved oil and gas property costs. Asset retirement obligations will be accreted each
period through depreciation, depletion and amortization to their expected settlement values with any difference between the actual
cost of settling the asset retirement obligations and recorded amount being recognized as an adjustment to proved oil and gas
property costs. Cash paid to settle asset retirement obligations will be included in net cash provided by operating activities
from continuing operations in the statements of cash flows. On a quarterly basis, when indicators suggest there have been material
changes in the estimates underlying the obligation, the Company reassesses its asset retirement obligations to determine whether
any revisions to the obligations are necessary. At least annually, the Company will assess all of its asset retirement obligations
to determine whether any revisions to the obligations are necessary. Future revisions could occur due to changes in estimated
costs or well economic lives, or if federal or state regulators enact new requirements regarding plugging and abandoning oil and
natural gas wells.
Derivative
Financial Instruments
The
accounting treatment of derivative financial instruments requires that the Company record certain embedded conversion options
and warrants as liabilities at their fair value as of the inception date of the agreement and at fair value as of each subsequent
balance sheet date with any change in fair value recorded as income or expense. As a result of entering into certain note agreements,
for which such instruments contained a variable conversion feature with no floor, the Company has adopted a sequencing policy
in accordance with ASC 815-40-35-12 whereby all future instruments issued after such variable conversion feature instruments may
be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees
or directors, as long as the certain variable convertible instruments exist.
Basic
and Dilutive Earnings Per Share
Basic
income (loss) per share (“EPS”) is computed by dividing net income (loss) (the numerator) by the weighted average
number of common shares outstanding for the period (denominator). Diluted EPS is computed by dividing net income (loss) by the
weighted average number of common shares and potential common shares outstanding (if dilutive) during each period. Potential common
shares include stock options, warrants, and convertible notes payable. The number of potential common shares outstanding relating
to stock options and warrants, is computed using the treasury stock method. The number of potential common shares related to convertible
notes payable is determined using the if-converted method.
As
the Company has incurred losses for the three and nine months ended June 30, 2023, and 2022, the potentially dilutive shares are
anti-dilutive and are not added into the loss per share calculations. As of June 30, 2023, and 2022, there were 338,161,581 and
288,849,968 potentially dilutive shares, respectively.
Use
of Estimates
The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those
estimates.
Recent
Accounting Pronouncements Not Yet Adopted
In
August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)
No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting
for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts
in an entity’s own equity. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the
impact of convertible instruments on diluted earnings per share (EPS), which is consistent with the Company’s accounting
treatment under the current standard. This standard is effective for small reporting companies who adopt the private Company rules
for fiscal years beginning after December 15, 2023. The adoption of ASU 2020-06 is not expected to have a material impact on the
Company’s financial statements or disclosures.
The
Company has evaluated all other recent accounting pronouncements and believes either they are not applicable or that none of them
will have a significant effect on the Company’s financial statements.
NOTE
3 – OIL AND NATURAL GAS PROPERTIES
The
Company currently has under lease one federal Outer Continental Shelf block and has licensed 2.2 million acres
of three-dimensional (3-D) seismic data in its area of concentration. Our lease expires on October 31, 2025.
As
of June 30, 2023, the Company’s oil and natural gas properties consisted of unproved properties, capitalized exploration
costs and no proved reserves. During the nine months ended June 30, 2023, and 2022, an impairment charge of nil and $3.1 million,
respectively was recorded. During the nine months ended June 30, 2023, and 2022, the Company capitalized approximately $0.0175 million
and approximately $0.0574 million to oil and gas properties, respectively. During the nine months ended June 30, 2023, and 2022,
the Company capitalized nil of interest expense to oil and natural gas properties, respectively.
NOTE
4 – RELATED PARTY TRANSACTIONS
During
April 2013 through September 2017, the Company entered into convertible promissory notes whereby it borrowed a total of $8,675,500
from John Seitz, the chief executive officer (“CEO”). The notes are due on demand, bear interest at the rate of 5%
per annum, and $5,300,000 of the notes are convertible into shares of common stock at a conversion price equal to $0.12 per share
of common stock (the then offering price of shares of common stock to unaffiliated investors). As of June 30, 2023, the total
amount owed to John Seitz is $8,675,500. This amount is included in loans from related parties within the condensed balance sheets.
There was approximately $3.7 million and $3.3 million of unpaid interest associated with these loans included in accrued interest
payable within the balance sheet as of June 30, 2023 and September 30, 2022, respectively.
During
the quarter ended June 30, 2023 the Company entered into a short-term note payable in the amount of $64,500 with John Seitz. The
note bears interest at the rate of 5% per annum. The total short-term note amount payable is approximately $0.258 million at June
30, 2023
On
November 15, 2016, a family member of the CEO entered into a $50,000 convertible promissory note with associated warrants (“Bridge
Financing”) under the same terms received by other investors (see Note 5). This amount is included in loans from related
parties within the condensed balance sheets.
Domenica
Seitz, CPA, related to John Seitz, has provided accounting services to the Company through September 2020 as a consultant and
beginning October 2020 as an employee. The total amount payable to Domenica Seitz is approximately $346,000 for unpaid past services
as of June 30, 2023 and September 30, 2022, respectively. During the nine months ended June 30, 2023 and 2022, salary of approximately
$7,000 and $56,000, respectively, was paid.
NOTE
5 – CONVERTIBLE NOTES PAYABLE
The
Company’s convertible promissory notes consisted of the following as of September 30, 2022 and June 30, 2023. Debt Discount
amortization was approximately $54,000 for the nine months ended June 30, 2023.
|
|
September
30, 2022 |
|
|
|
June
30, 2023 |
|
|
|
Notes |
|
|
Discount |
|
|
Notes,
Net
of Discount |
|
|
|
Notes |
|
|
Discount |
|
|
Notes,
Net
of Discount |
|
Bridge
Financing Notes |
|
$ |
227,000 |
|
|
$ |
— |
|
|
$ |
227,000 |
|
|
|
$ |
227,000 |
|
|
$ |
— |
|
|
$ |
227,000 |
|
2022
Convertible Debenture |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
30,000 |
|
|
|
(18,405) |
|
|
|
11,595 |
|
Total |
|
$ |
227,000 |
|
|
$ |
— |
|
|
$ |
227,000 |
|
|
|
$ |
257,000 |
|
|
$ |
(18,405) |
|
|
$ |
238,595 |
|
Bridge
Financing Notes
Between
June and November 2016, the Company issued eleven
convertible promissory notes (“Bridge Financing Notes”) with associated warrants in a private placement to accredited
investors for total gross proceeds of $837,000,
including $222,000
from related parties. These notes and associated warrants had a maturity of one
year (which has been extended at maturity to April
30, 2024), an annual interest rate of 8%
and can be converted at the option of the holder at a conversion price of $0.025
per share. In addition, the convertible notes will automatically convert if a qualified equity financing of at least $3
million occurs before maturity and such mandatory conversion price will equal the effective price per share paid in the qualified
equity financing. The note balances as of June 30, 2023 and September 30, 2022 were $277,000,
with unamortized debt discounts of nil, respectively. This amount includes $227,000 of non-related party notes payable and $50,000
of related party notes payable (see Note 4). As noted above, on April 30, 2022, the maturity date related to these notes and
associated warrants was extended to April
30, 2024. In consideration for the extension of the notes in April 2022, the Company extended the term of the related
warrants until April
30, 2024 and recognized approximately $85,000
of loss on extinguishment of debt when the incremental fair value pre modification was compared to post modification and the
incremental value of the modified warrants was over 10%
of the old note and as such the warrants were expensed immediately.
2022
Convertible Debenture
In
October 2022, the Company entered into a Securities Purchase Agreement (“SPA”) under the terms of which the Company will
issue and sell to Buyers up to an aggregate of $650,000
of convertible debentures (“Convertible
Debentures”). On October 13, 2022, approximately $55,000
of Convertible Debentures were purchased upon
the signing of the SPA (the “First Closing”). On December 5, 2022, approximately $45,000
of Convertible Debentures were purchased. As
of June 30, 2023 approximately $70,000
of principal and $2,200
of interest was converted for approximately 39
million shares of common stock. Remaining note
balance is $30,000,
accrued interest payable is approximately $2,000 and debt discount is approximately $18,000 at June 30, 2023.
The
Convertible Debentures accrue interest at eight percent per annum, and no earlier than six months after the issue date, are convertible
at the option of the holder into common stock at a conversion rate of 65% of the lowest volume weighted adjusted price (as reported
by OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a
reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg, LP) for the ten consecutive
trading days immediately preceding conversion.
The
Company evaluated the conversion feature and concluded that it should be bifurcated and accounted for as a derivative liability
due to the variable conversion feature which does not contain an explicit limit on the number of shares that are required to be
issued. Accordingly, the embedded conversion feature was recorded at fair value at issuance and will be subsequently remeasured
to fair value at each reporting period.
The
fair value of the embedded conversion feature was determined utilizing a Geometric Brownian Motion Stock Path Based Monte Carlo
Simulation that utilized the following key assumptions:
| |
Tranche 1 October 13, 2022 | | |
Tranche 2 December 5, 2022 | | |
Tranche 1 June 30, 2023 | | |
Tranche 2
June 30, 2023 | |
Stock Price | |
$ | 0.0052 | | |
$ | 0.0041 | | |
| Converted | | |
$ | .002 | |
Volatility | |
| 158.12 | % | |
| 156.37 | % | |
| During | | |
| 382.63 | % |
Remaining Term | |
| 0.98 | | |
| 0.98 | | |
| Quarter | | |
| 0.42 | |
Risk Free Rate | |
| 4.46 | % | |
| 4.77 | % | |
| | | |
| 5.4 | % |
In
addition to the fixed exercise price noted above, the model incorporates the variable conversion price which is simulated as 65%
of the lowest trading price within the ten consecutive days preceding presumed conversion.
NOTE
6 – FAIR VALUE MEASUREMENT
Fair
value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. Fair value measurements are classified and disclosed in one of the following
categories:
Level
1: |
Unadjusted
quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
The Company considers active markets as those in which transactions for the assets or liabilities occur in sufficient frequency
and volume to provide pricing information on an ongoing basis. |
|
|
Level
2: |
Quoted
prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the
full term of the asset or liability. This category includes those derivative instruments that the Company values using observable
market data. Substantially all of these inputs are observable in the marketplace throughout the term of the derivative instrument,
can be derived from observable data, or are supported by observable levels at which transactions are executed in the marketplace.
Instruments in this category include non-exchange traded derivative financial instruments as well as warrants to purchase
common stock and long-term incentive plan liabilities calculated using the Black-Scholes model to estimate the fair value
as of the measurement date. |
|
|
Level
3: |
Measured
based on prices or valuation models that require inputs that are both significant to the fair value measurement and less observable
from objective sources (i.e. supported by little or no market activity). |
As
required by ASC 820-10, financial assets and liabilities are classified based on the lowest level of input that is significant
to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement
requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair
value hierarchy levels.
Fair
Value on a Recurring Basis
The
following table sets forth by level within the fair value hierarchy the Company’s derivative financial instruments that
were accounted for at fair value on a recurring basis as of September 30, 2022 and June 30, 2023, respectively:
Description | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | | |
Significant Other Observable Inputs (Level 2) | | |
Significant Other Unobservable Inputs (Level 3) | | |
Total Fair Value as of | |
Derivative Financial Instrument at September 30, 2022 | |
$ | — | | |
$ | (959,222 | ) | |
$ | — | | |
$ | (959,222 | ) |
| |
| | | |
| | | |
| | | |
| | |
Derivative Financial Instrument at June 30, 2023 | |
$ | — | | |
$ | (933,737 | ) | |
$ | — | | |
$ | (933,757 | ) |
The
change in derivative financial instruments for the nine months ended June 30, 2023 is as follows:
September
30, 2022 balance |
|
$ |
(959,222) |
|
New
derivative instruments issued |
|
|
(80,679) |
|
Derivative
instruments extinguished |
|
|
62,254 |
|
Change
in fair value |
|
|
43,890 |
|
June
30, 2023 balance |
|
$ |
(933,757 |
) |
Non-recurring
fair value assessments include impaired oil and natural gas property assessments and stock-based compensation. There was no impairment
charge recorded for the quarter ended June 30, 2023 and 2022, respectively. The Company recorded no stock-based compensation for
the quarters ended June 30, 2023 and 2022, respectively.
NOTE
7 – COMMON STOCK/PAID IN CAPITAL
The
following table summarizes the Company’s outstanding warrants at September 30, 2022 and June 30, 2023, respectively:
Warrants | | |
Number of Options | | |
Weighted Average Exercise Price | | |
Weighted Average Remaining Contractual Term (In years) | |
Outstanding at September 30, 2022 | | |
| 64,665,000 | | |
$ | 0.040 | | |
| 2.8 | |
Granted | | |
| — | | |
| — | | |
| — | |
Exercised | | |
| — | | |
| — | | |
| — | |
Expired | | |
| 2,200,000 | | |
$ | 0.100 | | |
| — | |
Outstanding at June 30, 2023 | | |
| 62,465,000 | | |
$ | 0.023 | | |
| 0.9 | |
NOTE
8 – STOCK-BASED COMPENSATION
Stock-based
compensation cost is measured at the grant date, based on the estimated fair value of the award using the Black Scholes option
pricing model, and is recognized over the vesting period. The Company recognized stock-based compensation of nil for the three months ended June 30, 2023 and 2022, respectively and nil for the nine months ended June 30, 2023 and $31,775 for the nine months ended June 30, 2022, respectively.
The
following table summarizes the Company’s stock option activity at September 30, 2022 and for the nine months ended June
30, 2023:
| | |
Number of Options | | |
Weighted Average Exercise Price | | |
Weighted Average Remaining Contractual Term (In years) | |
Outstanding at September 30, 2022 | | |
| 146,000,000 | | |
$ | 0.044 | | |
| 2.8 | |
Granted | | |
| — | | |
| — | | |
| — | |
Exercised | | |
| — | | |
| — | | |
| — | |
Cancelled | | |
| — | | |
| — | | |
| — | |
Outstanding at June 30, 2023 | | |
| 146,000,000 | | |
$ | 0.044 | | |
| 2.0 | |
Exercisable at June 30, 2023 | | |
| 146,000,000 | | |
$ | 0.044 | | |
| 2.0 | |
As
of June 30, 2023, there was no unrecognized stock-based compensation expense.
NOTE
9 – COMMITMENTS AND CONTINGENCIES
From
time to time, the Company may become involved in litigation relating to claims arising out of its operations in the normal course
of business. No legal proceedings, government actions, administrative actions, investigations, or claims are currently pending
against us or involve the Company.
The
Company reached an agreement in August 2018 for the settlement of approximately $1 million in debt owed to a third party.
The vendor was paid approximately $158,000 in cash and 10 million shares of GulfSlope common stock. The agreement
contains a provision that upon the sale of the common stock if the original debt is not fully satisfied, full payment will be
made, under a mutually agreed payment plan. If the stock is sold for a gain any surplus in excess of $1.3 million shall be
a credit against future purchases from the vendor. The agreement was determined to meet the definition of a derivative in accordance
with ASC 815. On June 30, 2023 and September 30, 2022, there is a fair value liability of approximately $0.8 million, respectively,
which is included within Derivative Financial Instruments on the condensed balance sheets.
NOTE
10 – SUBSEQUENT EVENTS
Through
the date of this filing an additional amount of $76,000 has been borrowed from a related party.
A
convertible debenture holder converted $30,000 plus accrued interest of approximately $2,000 in exchange for approximately 53 million
shares of the Company’s common stock.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-looking
Statements
The
following discussion and analysis should be read in conjunction with our accompanying unaudited condensed consolidated financial
statements and the notes to those financial statements included in Item 1 of this Quarterly Report on Form 10-Q. The following
discussion contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). These
forward-looking statements involve risks, uncertainties and assumptions. If the risks or uncertainties materialize or the assumptions
prove incorrect, our results may differ materially from those expressed or implied by such forward-looking statements and assumptions.
All statements other than statements of historical fact are statements that could be deemed forward-looking statements, such as
those statements that address activities, events or developments that we expect, believe or anticipate will or may occur in the
future. These statements are based on certain assumptions and analyses made by us in light of our experience and perception of
historical trends, current conditions, expected future developments and other factors we believe are appropriate in the circumstances.
Known material risks that may affect our financial condition and results of operations are discussed in Item 1A, Risk Factors
of our Annual Report on Form 10-K for the year ended September 30, 2022 and this Quarterly Report on Form 10-Q, Part II, Item
1A, Risk Factors, and may be discussed or updated from time to time in subsequent reports filed with the Securities and Exchange
Commission. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof.
We assume no obligation, nor do we intend to update these forward-looking statements. Unless the context requires otherwise, references
in this Quarterly Report on Form 10-Q to “GulfSlope” “we,” “us,” “our” and the
“Company” refer to GulfSlope Energy, Inc.
Overview
GulfSlope
Energy, Inc. is an independent crude oil and natural gas exploration and production company whose interests are concentrated in
the United States Gulf of Mexico federal waters. We are a technically driven company, and we use our licensed 2.2 million acres
of advanced three-dimensional (3-D) seismic data to identify, evaluate, and acquire assets with attractive economic profiles.
We
have focused our operations in the Gulf of Mexico because we believe this area provides us with favorable geologic and economic
conditions, including multiple reservoir formations, comprehensive geologic databases, extensive infrastructure, relatively favorable
royalty regime, and an attractive acquisition market and because our management and technical teams have significant experience
and technical expertise in this geologic province. Additionally, we licensed 2.2 million acres of advanced 3-D seismic data, a
significant portion of which has been enhanced by new, state-of-the-art reprocessing and noise attenuation techniques including
reverse time migration depth imaging. We have used our broad regional seismic database and our reprocessing efforts to generate
and high-grade oil and natural gas prospects. The use of our extensive seismic database, coupled with our ability, knowledge,
and expertise to effectively reprocess this seismic data, allows us to further optimize our operations and to effectively evaluate
acquisition and joint venture opportunities. We consistently assess opportunities for drilling and producing property acquisitions
in order to deploy capital as efficiently as possible. We have given preference to areas with water depths of 450 feet or less
where production infrastructure already exists, which will allow for any discoveries to be developed rapidly and cost effectively
with the goal to reduce economic risk while increasing returns.
We
have historically operated our business with working capital deficits and these deficits have been funded by equity and debt investments
and loans from management. As of June 30, 2023, we had $0.002 million of cash on hand. The Company estimates that it will need
to raise a minimum of $10.0 million to meet its obligations and planned expenditures through May 2024 assuming execution of our
prospect drilling and acquisition strategy. The Company plans to finance operations and planned expenditures through equity and/or
debt financings, farm-out agreements, and/or other transactions. There are no assurances that financing will be available with
acceptable terms, if at all.
Competitive
Advantages
Experienced
management. Our management team has a track record of finding, developing and producing oil and natural gas in various
hydrocarbon producing basins including the US Gulf of Mexico. Our team has significant experience in acquiring and operating oil
and natural gas producing assets worldwide with particular emphasis on conventional reservoirs. We deployed a technical team with
over 150 years of combined industry experience finding and developing oil and natural gas in the development and execution of
our technical strategy. We believe the application of advanced geophysical techniques on a specific geographic area with unique
geologic features such as conventional reservoirs whose trapping configurations have been obscured by overlying salt layers provides
us with a competitive advantage.
Advanced
seismic image processing. Commercial improvements in 3-D seismic data imaging and the development of advanced processing
algorithms, including pre-stack depth, beam, and reverse time migration have allowed the industry to better distinguish hydrocarbon
traps and identify previously unknown prospects. Specifically, advanced processing techniques improve the definition of the seismic
data from a scale of time to a scale of depth, thus locating the images in three dimensions. The Company has invested significant
technical person hours in the reprocessing and interpretation of seismic data. We believe the proprietary reprocessing and interpretation
and the contiguous nature of our licensed 3-D seismic data gives us an advantage over other exploration and production companies
operating in our core area.
Industry
leading position in our core area. We have licensed 2.2 million acres of 3-D seismic data which covers over 440 Outer
Continental Shelf (“OCS”) Federal lease blocks on the highly prolific Louisiana outer shelf, offshore US Gulf of Mexico.
We believe the proprietary and state-of-the-art reprocessing of our licensed 3-D seismic data, along with our proprietary and
leading-edge geologic depositional and petroleum trapping models, gives us an advantage in identifying and high grading drilling
and acquisition opportunities in our core area.
Technical
Strategy
We
believe that a major obstacle to identifying potential hydrocarbon accumulations globally has been the inability of seismic technology
to accurately image deeper geologic formations because of overlying massive, extensive, and complex salt bodies. Large and thick
laterally extensive subsurface salt layers highly distort the seismic ray paths traveling through them, which often has led to
misinterpretation of the underlying geology and the potential major accumulations of oil and gas. We believe the opportunity exists
for a technology-driven company to extensively apply advanced seismic acquisition and processing technologies, with the goal of
achieving attractive commercial discovery rates for exploratory wells, and their subsequent appraisal and development, potentially
having a very positive impact on returns on invested capital. These tools and techniques have been proven to be effective in deep
water exploration and production worldwide, and we are using them to identify and drill targets below the salt bodies in an area
of the shallower waters of the Gulf of Mexico where industry activity has largely been absent for over 20 years. GulfSlope management
led the early industry teams in their successful efforts to discover and develop five new fields below the extensive salt bodies
in our core area during the 1990’s, which have produced over 125 million barrels of oil equivalent.
Our
technical approach to exploration and development is to deploy a team of highly experienced geo-scientists who have current and
extensive understanding of the geology and geophysics of the petroleum system within our core area, thereby decreasing the traditional
timing and execution risks of advancing up a learning curve. For data licensing, re-processing and interpretation, our technical
staff has prioritized specific geographic areas within our 2.2 million acres of seismic coverage, with the goal to optimize capital
outlays.
Modern
3-D seismic datasets with acquisition parameters that are optimal for improved imaging at multiple depths are readily available
in many of these sub-basins across our core area and can be licensed on commercially reasonable terms. The application of state-of-the-art
seismic imaging technology is necessary to optimize delineation of prospective structures and to detect the presence of hydrocarbon-charged
reservoirs below many complex salt bodies. An example of such a seismic technology is reverse time migration, which we believe
to be the most accurate, fastest, and yet affordable, seismic imaging technology for critical depth imaging available today.
Lease
and Partner Strategy
Our
prospect identification and analytical strategy is based on a thorough understanding of the geologic trends within our core area.
Exploration efforts have been focused in areas where lease acquisition opportunities are readily available. We entered into two
master 3-D license agreements, together covering approximately 2.2 million acres and we have completed advanced processing on
select areas within this licensed seismic area exceeding one million acres. We can expand this coverage and perform further advanced
processing, both with currently licensed seismic data and seismic data to be acquired. We have sought to acquire and reprocess
the highest resolution data available in the potential prospect’s direct vicinity. This includes advanced imaging information
to further our understanding of a particular reservoir’s characteristics, including both trapping mechanics and fluid migration
patterns. Reprocessing is accomplished through a series of model building steps that incorporate the geometry of the geology to
optimize the final image. Our integration of existing geologic understanding and enhanced seismic processing and interpretation
provides us with unique insights and perspectives on existing producing areas and especially underexplored formations below and
adjacent to salt bodies that are highly prospective for hydrocarbon production.
We
currently hold one lease, and we are evaluating the acquisition of additional leases in our core area. Our lease has a five-year
primary term, plus a three-year extension and the lease expires on October 31, 2025. The Bureau of Ocean Energy Management’s
(“BOEM”) regulatory framework provides multiple options for leaseholders to apply to receive extensions of lease terms
under specified conditions. GulfSlope is exploring all options contained in BOEM’s regulatory framework to extend the terms
of the leases. Additional prospective acreage can be obtained through lease sales, farm-in, or purchase. As is consistent with
a prudent and successful exploration approach, we believe that additional seismic licensing, acquisition, processing, and/or interpretation
may become highly advantageous, to more precisely define the most optimal drillable location(s), particularly for development
of discoveries.
Our
plan has been to partner with other entities which could include oil and gas companies and/or financial investors. Our goal is
to diversify risk and minimize capital exposure to drilling costs. We expect a portion of our drilling costs to be paid by our
partners through these transactions, in return for our previous investment in prospect generation and delivery of an identified
prospect on acreage we control. Such arrangements are a commonly accepted industry method of proportionately recouping pre-drill
cost outlays for seismic, lease costs, and associated interpretation expenses. We cannot assure you, however, that we will be
able to enter into any such arrangements on satisfactory terms.
Merger
and Acquisition Strategy
We
believe there is an opportunity to consolidate oil and gas assets located in the offshore Gulf of Mexico. Multiple oil and gas
companies have explicitly stated their intentions to exit the Gulf of Mexico and we believe that GulfSlope is well positioned
to take advantage of these opportunities due to our highly specialized subsurface and engineering capabilities, relevant operational
experience, and regional knowledge and expertise. We have developed a significant pipeline of potential acquisition opportunities
with the following characteristics: (i) strong cash flow, (ii) inventory of low-risk capital projects, and (iii) manageable plugging
and abandonment liabilities. In addition to asset acquisitions, we are also evaluating the combination of GulfSlope with other
GOM oil and gas companies. Any merger or acquisition is likely to be financed through the issuance of debt and equity securities.
Recent
Developments
During
the past fiscal year, the Company has conducted engineering, geotechnical and economic evaluations on a total of 10 producing
property acquisitions, all located in the Gulf of Mexico. The Company submitted bids on four of those opportunities, one of which
was deemed non-competitive by the seller. The Company is currently engaged in seeking debt and equity financing for one of these
opportunities it believes to meet its standards of technical evaluation and economic return.
Significant
Accounting Policies
The
Company uses the full cost method of accounting for its oil and gas exploration and development activities. Under the full cost
method of accounting, all costs associated with successful and unsuccessful exploration and development activities are capitalized
on a country-by-country basis into a single cost center (“full cost pool”). Such costs include property acquisition
costs, geological and geophysical (“G&G”) costs, carrying charges on non-producing properties, costs of drilling
both productive and non-productive wells. Overhead costs, which includes employee compensation and benefits including stock-based
compensation, incurred that are directly related to acquisition, exploration and development activities are capitalized. Interest
expense is capitalized related to unevaluated properties and wells in process during the period in which the Company is incurring
costs and expending resources to get the properties ready for their intended purpose. For significant investments in unproved
properties and major development projects that are not being currently depreciated, depleted, or amortized and on which exploration
or development activities are in progress, interest costs are capitalized. Proceeds from property sales will generally be credited
to the full cost pool, with no gain or loss recognized, unless such a sale would significantly alter the relationship between
capitalized costs and the proved reserves attributable to these costs. A significant alteration would typically involve a sale
of 25% or more of the proved reserves related to a single full cost pool.
Proved
properties are amortized on a country-by-country basis using the units of production method (“UOP”), whereby capitalized
costs are amortized over total proved reserves. The amortization base in the UOP calculation includes the sum of proved property,
net of accumulated depreciation, depletion and amortization (“DD&A”), estimated future development costs (future
costs to access and develop proved reserves), and asset retirement costs, less related salvage value.
The
costs of unproved properties and related capitalized costs (such as G&G costs) are withheld from the amortization calculation
until such time as they are either developed or abandoned. Unproved properties and properties under development are reviewed for
impairment at least quarterly and are determined through an evaluation by management and third-party consultants considering,
among other factors, seismic data, requirements to relinquish acreage, drilling results, remaining time in the commitment period,
remaining capital plan, and political, economic, and market conditions. If proved reserves exist, exploratory
drilling costs associated with dry holes are transferred to proved properties immediately upon determination that a well is dry
and amortized accordingly. If a reserve base has not yet been established, impairments are charged to earnings.
Companies
that use the full cost method of accounting for oil and natural gas exploration and development activities are required to perform
a ceiling test calculation each quarter. The full cost ceiling test is an impairment test prescribed by SEC Regulation S-X Rule
4-10. The ceiling test is performed quarterly, on a country-by-country basis, utilizing the average of prices in effect on the
first day of the month for the preceding twelve-month period. The cost center ceiling is defined as the sum of (a) estimated future
net revenues, discounted at 10% per annum, from proved reserves, (b) the cost of properties not being amortized, if any, and (c)
the lower of cost or market value of unproved properties included in the cost being amortized. If such capitalized costs exceed
the ceiling, the Company will record a write-down to the extent of such excess as a non-cash charge to earnings. Any such write-down
will reduce earnings in the period of occurrence and results in a lower depreciation, depletion and amortization rate in future
periods. A write-down may not be reversed in future periods even though higher oil and natural gas prices may subsequently increase
the ceiling.
The
Company capitalizes exploratory well costs into oil and gas properties until a determination is made that the well has either
found proved reserves or is impaired. If proved reserves are found, the capitalized exploratory well costs are reclassified to
proved properties. The well costs are charged to expense if the exploratory well is determined to be impaired.
As
of June 30, 2023, the Company’s oil and gas properties consisted of unproved properties, other miscellaneous capitalized costs
primarily related to seismic data and enhanced processing costs as well as delay rental costs and there are no proved
reserves.
Property
and equipment are carried at cost. We assess the carrying value of our property and equipment for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
There
has been no change to our critical accounting policies as included in our annual report on Form 10-K as of September 30, 2022,
which was filed with the Securities and Exchange Commission on December 29, 2022.
Three
Months Ended June 30, 2023, Compared to Three Months Ended June 30, 2022
There
was no revenue during the three months ended June 30, 2023 and 2022. General and administrative expenses were approximately $0.1
million for the three months ended June 30, 2023, compared to approximately $0.4 million for the three months ended June 30, 2022.
There was no impairment of oil and natural gas properties for the three months ended June 30, 2023 and 2022. Interest expense
was approximately $0.14 million for the three months ended June 30, 2023 and approximately $0.12 million for the three months
ended June 30, 2022, respectively. No interest was capitalized for the three months ended June 30, 2023 or 2022, respectively.
Loss on debt extinguishment was $0.057 million for the three months ended June 30, 2023 and $0.085 million for
the three months ended June 30, 2022, respectively. Gain on derivative financial instruments was approximately $0.15 million and approximately $0.31 million for the three months
ended June 30, 2023 and 2022, respectively, which was caused by the change in fair value of the underlying derivative financial
instruments.
Nine
Months Ended June 30, 2023, Compared to Nine Months Ended June 30, 2022
There
was no revenue during the nine months ended June 30, 2023 and 2022. There was no impairment of oil and natural gas properties
for the nine months ended June 30, 2023 and approximately $3.1 million of impairment of oil and natural gas properties for the
nine months ended June 30, 2022. General and administrative expenses were approximately $0.6 million for the nine months ended
June 30, 2023, compared to approximately $1.2 million for the nine months ended June 30, 2022. Interest expense was approximately
$0.406 million for the nine months ended June 30, 2023 and approximately $0.396 million for the nine months ended June 30, 2022,
respectively. No interest was capitalized for the quarter ended June 30, 2023 or 2022, respectively. Loss on debt extinguishment
was approximately $0.058 million for the nine months ended June 30, 2023 and approximately $0.085 million for the nine months
ended June 30, 2022, respectively. Gain on derivative financial instruments was approximately $0.106 million for the nine months
ended June 30, 2023 and approximately $0.125 million for the nine months ended June 30, 2022.
Liquidity
and Capital Resources
The
Company has incurred accumulated losses for the period from inception to June 30, 2023, of approximately $69.8 million, and has
a negative working capital of $14.7 million. For the nine months ended June 30, 2023, the Company has generated losses of approximately
$0.94 million and net cash used in operations of approximately $0.46 million. As of June 30, 2023, there was $0.002 million of
cash on hand. The Company estimates that it will need to raise a minimum of $10 million to meet its obligations and planned expenditures
through May 2024. The $10.0 million is comprised primarily of capital project expenditures as well as general and administrative
expenses. It does not include any amounts due under outstanding debt obligations and accrued interest, which amounted to approximately
$13.1 million as of June 30, 2023. The Company plans to finance operations and planned expenditures through the issuance of equity
securities, debt financings, farm-out agreements, mergers or other transactions. Our policy has been to periodically raise funds
through the sale of equity on a limited basis, to avoid undue dilution while at the early stages of execution of our business
plan. Short term needs have been historically funded through loans from executive management. There are no assurances that financing
will be available with acceptable terms, if at all. If the Company is not successful in obtaining financing, operations would
need to be curtailed or ceased. The financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
For
the nine months ended June 30, 2023, the Company used approximately $0.46 million of net cash in operating activities, compared
with approximately $1.2 million of net cash used in operating activities for the nine months ended June 30, 2022. For the nine
months ended June 30, 2023 approximately $0.02 million was used in investing activities and approximately $0.025 million of cash
was used in investing for the nine months ended June 30, 2022. For the nine months ended June 30, 2023, the Company received approximately
$0.35 million of net cash from financing activities compared with nil for the nine months ended June 30, 2022.
The
Company will need to raise additional funds to cover planned expenditures, as well as any additional, unexpected expenditures
that we may encounter. Future equity financings may be dilutive to our stockholders. Alternative forms of future financings may
include preferences or rights superior to our common stock. Debt financings may involve a pledge of assets and will rank senior
to our common stock. We have historically financed our operations through private equity and debt financings. We do not have any
credit or equity facilities available with financial institutions, stockholders or third-party investors, and will continue to
rely on best efforts financings. The failure to raise sufficient capital could cause us to cease operations, or the Company would
need to sell assets or consider alternative plans up to and including restructuring.
Off-Balance
Sheet Arrangements
None.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
Not
required for smaller reporting companies.
Item
4. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
Disclosure
controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed to ensure that information required
to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the
time periods specified in rules and forms adopted by the SEC’s rules and forms, and that such information is accumulated
and communicated to management, including the principal executive and principal financial officers, to allow timely decisions
regarding required disclosures.
Under
the supervision and with the participation of our principal executive and principal financial officers, our management evaluated
the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our principal
executive and principal financial officers concluded that, as of the end of the period covered by this Quarterly Report on Form
10-Q, our disclosure controls and procedures were effective at a reasonable assurance level to ensure that information required
to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the SEC’s rules and forms.
As
noted in the Company’s Annual Report on Form 10-K for the year ended September 30, 2022, the design and operating effectiveness
of our controls were adequate to ensure that certain account analysis and accounting judgments related to certain estimates throughout
the year were properly accounted for and reviewed in a timely manner.
Limitations
on the Effectiveness of Controls
The
Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting.
The Company’s internal control over financial reporting is designed to provide reasonable assurance as to the reliability
of the Company’s financial reporting and the preparation of financial statements in accordance with generally accepted accounting
principles. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Changes
in Internal Control Over Financial Reporting
During
the fiscal quarter covered by this Report, there has been no change in our internal control over financial reporting (as defined
in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
PART
II – OTHER INFORMATION
Item
1. Legal Proceedings
From
time to time, the Company may become involved in litigation relating to claims arising out of its operations in the normal course
of business. No legal proceedings, government actions, administrative actions, investigations or claims are currently pending
against us or involve the Company.
Item
1A. Risk Factors
In
addition to the other information set forth in this Quarterly Report, you should carefully consider the risk factors and other
cautionary statements described under the heading Part I, Item 1A. “Risk Factors” included in our September 30, 2022
Annual Report, and the risk factors and other cautionary statements contained in our other SEC filings, which could materially
affect our business, financial condition or future results. Additional risks and uncertainties not currently known to us or that
we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results. The
risks and uncertainties described below should be read together with those disclosed in our 2022 Form 10-K, Annual Report filed
with the SEC on December 29, 2022 and our other SEC filings.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
During
the quarter ended June 30, 2023, the Company issued approximately 39 million shares of restricted common stock to a Lender in partial
settlement of a convertible debenture.
The
offer and sale of the securities described above were made without registration under the Securities Act, and the applicable securities
laws of certain states, in reliance upon exemptions provided by Section 4(a)(2) and Regulation D under the Securities Act and in reliance
upon similar exemptions under applicable state laws with regard to the offer and sale of securities that are made solely to “accredited
investors,” as that term is defined under Rule 501(a) of Regulation D, and do not involve any general solicitation.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not
applicable.
Item
5. Other Information
None.
Item
6. Exhibits
The
following exhibits are attached hereto or are incorporated by reference:
(1) |
Filed
herewith. |
(2) |
Furnished herewith. |
(3) |
Pursuant
to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration
statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed
for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability
under those sections. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Issuer has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.
|
|
GULFSLOPE
ENERGY, INC. |
|
|
(Issuer) |
|
|
|
|
Date: |
August 14, 2023 |
By: |
/s/
John N. Seitz |
|
|
|
John N. Seitz,
Chief Executive Officer, and Chairman |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Issuer has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.
|
|
GULFSLOPE
ENERGY, INC. |
|
|
(Issuer) |
|
|
|
|
Date: |
August 14, 2023 |
By: |
/s/
John H. Malanga |
|
|
|
John H. Malanga,
Chief Financial Officer, |
|
|
|
and Chief Accounting
Officer |