EX-99.1 2 fins.htm CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDING MARCH 31, 2016 CA Filed by Filing Services Canada Inc. 403-717-3898

 

 

 

 

NXT ENERGY SOLUTIONS INC.

 

Consolidated Financial Statements

 

For the 3 month period ended

March 31, 2016

 

 

 
 
 

 

NXT ENERGY SOLUTIONS INC. 

 

Consolidated Balance Sheets
(Unaudited – expressed in Canadian dollars)

 

 

 

March 31,

 

 

December 31,

 

 

 

2016

 

 

2015

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$ 5,400,082

 

 

$ 7,085,803

 

Short-term investments

 

 

2,059,567

 

 

 

2,055,478

 

Restricted cash

 

 

75,000

 

 

 

75,000

 

Accounts receivable

 

 

248,374

 

 

 

810,400

 

Work-in-progress

 

 

-

 

 

 

404,840

 

Prepaid expenses and deposits

 

 

277,896

 

 

 

260,397

 

 

 

 

8,060,919

 

 

 

10,691,918

 

Long term assets

 

 

 

 

 

 

 

 

Property and equipment

 

 

3,629,137

 

 

 

3,678,985

 

Intellectual property

 

 

24,288,000

 

 

 

24,709,000

 

 

 

$ 35,978,056

 

 

$ 39,079,903

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders' Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$ 1,053,128

 

 

$ 1,163,783

 

Income taxes payable

 

 

783,181

 

 

 

1,253,126

 

Deferred revenue (note 9)

 

 

-

 

 

 

706,722

 

Current portion of capital lease obligation

 

 

34,785

 

 

 

34,159

 

 

 

 

1,871,094

 

 

 

3,157,790

 

Long-term liabilities

 

 

 

 

 

 

 

 

Capital lease obligation

 

 

152,487

 

 

 

161,466

 

Asset retirement obligation

 

 

51,740

 

 

 

51,240

 

Deferred charges

 

 

87,026

 

 

 

87,756

 

 

 

 

291,253

 

 

 

300,462

 

 

 

 

2,162,347

 

 

 

3,458,252

 

Commitments and contingencies (note 11)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders' equity

 

 

 

 

 

 

 

 

Common shares (note 3): - authorized unlimited

 

 

 

 

 

 

 

 

Issued: 53,306,109 (2015 - 53,306,109) common shares

 

 

85,051,553

 

 

 

85,051,553

 

Contributed capital

 

 

7,389,089

 

 

 

7,239,089

 

Deficit

 

 

(59,335,868 )

 

 

(57,379,926 )

Accumulated other comprehensive income

 

 

710,935

 

 

 

710,935

 

 

 

 

33,815,709

 

 

 

35,621,651

 

 

 

 

 

 

 

 

 

 

 

 

$ 35,978,056

 

 

$ 39,079,903

 

 

Signed "George Liszicasz"

Signed "Mickey Abougoush"

Director

Director

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 
 
 

 

NXT ENERGY SOLUTIONS INC.

 

Consolidated Statements of Loss and Comprehensive Loss

(Unaudited – expressed in Canadian dollars)

 

 

 

For the three months

 

 

 

ended March 31,

 

 

 

2016

 

 

2015

 

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

Survey revenue (note 9)

 

$ 1,454,988

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

Survey costs, net (note 4)

 

 

789,379

 

 

 

25,440

 

General and administrative

 

 

1,255,609

 

 

 

1,124,562

 

Stock based compensation expense (note 6)

 

 

150,000

 

 

 

194,000

 

Amortization expense (note 5)

 

 

514,258

 

 

 

15,525

 

 

 

 

2,709,246

 

 

 

1,359,527

 

 

 

 

 

 

 

 

 

 

Other expenses (income)

 

 

 

 

 

 

 

 

Interest income, net

 

 

(7,371 )

 

 

(10,361 )

Foreign exchange (gain) loss

 

 

279,393

 

 

 

(9,066 )

Feasibility study and other expenses

 

 

153,665

 

 

 

178,072

 

 

 

 

425,687

 

 

 

158,645

 

Loss before income taxes

 

 

(1,679,945 )

 

 

(1,518,172 )

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

275,997

 

 

 

-

 

Net loss and comprehensive loss

 

$ (1,955,942 )

 

$ (1,518,172 )

 

 

 

 

 

 

 

 

 

Loss per share (note 7)

 

 

 

 

 

 

 

 

Basic

 

$ (0.04 )

 

$ (0.03 )

Diluted

 

$ (0.04 )

 

$ (0.03 )

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 
 
 

 

NXT ENERGY SOLUTIONS INC.

 

Consolidated Statements of Cash Flows

(Unaudited – expressed in Canadian dollars)

 

 

 

For the three months

 

 

 

ended March 31,

 

 

 

2016

 

 

2015

 

 

 

 

 

 

 

 

Cash provided by (used in):

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating activities

 

 

 

 

 

 

Comprehensive loss for the period

 

$ (1,955,942 )

 

$ (1,518,172 )

Items not affecting cash:

 

 

 

 

 

 

 

 

Stock based compensation expense

 

 

150,000

 

 

 

194,000

 

Amortization expense

 

 

514,258

 

 

 

15,525

 

Amortization of deferred charges

 

 

(730 )

 

 

-

 

Non-cash changes to asset retirement obligation

 

 

500

 

 

 

-

 

 

 

 

664,028

 

 

 

209,525

 

 

 

 

(1,291,914 )

 

 

(1,308,647 )

Change in non-cash working capital balances (note 10)

 

 

(277,768 )

 

 

(146,982 )

Net cash from (used in) operating activities

 

 

(1,569,682 )

 

 

(1,455,629 )

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

Proceeds from exercise of stock options

 

 

-

 

 

 

5,066

 

Repayment of capital lease obligation

 

 

(8,353 )

 

 

-

 

Net cash from (used in) financing activities

 

 

(8,353 )

 

 

5,066

 

 

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

(43,410 )

 

 

(54,295 )

Decrease (increase) in short-term investments

 

 

(4,089 )

 

 

1,623,141

 

Change in non-cash working capital balances (note 10)

 

 

(60,187 )

 

 

-

 

Net cash from (used in) investing activities

 

 

(107,686 )

 

 

1,568,846

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

 

(1,685,721 )

 

 

118,283

 

Cash and cash equivalents, beginning of the period

 

 

7,085,803

 

 

 

50,635

 

                 

Cash and cash equivalents, end of the period

 

$ 5,400,082

 

 

$ 168,918

 

 

 

 

 

 

 

 

 

 

Supplemental information

 

 

 

 

 

 

 

 

Cash interest (received)

 

 

(11,500 )

 

 

(15,938 )

Cash taxes paid

 

$ 745,942

 

 

$ -

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 
 
 

 

NXT ENERGY SOLUTIONS INC.

 

Consolidated Statements of Shareholders' Equity

(Unaudited – expressed in Canadian dollars)

 

 

 

For the three months

 

 

 

ended March 31,

 

 

 

2016

 

 

2015

 

 

 

 

 

 

 

 

Common Shares

 

 

 

 

 

 

Balance at beginning of the period

 

$ 85,051,553

 

 

$ 65,792,307

 

Issued upon exercise of stock options

 

 

-

 

 

 

5,066

 

Transfer from contributed capital upon exercise of stock options

 

 

-

 

 

 

3,066

 

Balance at end of the period

 

 

85,051,553

 

 

 

65,800,439

 

 

 

 

 

 

 

 

 

 

Preferred Shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning and end of the period

 

 

-

 

 

 

232,600

 

 

 

 

 

 

 

 

 

 

Contributed Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of the period

 

 

7,239,089

 

 

 

6,400,789

 

Recognition of stock based compensation expense

 

 

150,000

 

 

 

194,000

 

Contributed capital transferred to common shares upon exercise of stock options

 

 

-

 

 

 

(3,066 )

Balance at end of the period

 

 

7,389,089

 

 

 

6,591,723

 

 

 

 

 

 

 

 

 

 

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of the period

 

 

(57,379,926 )

 

 

(67,920,154 )

Net loss and comprehensive loss for the period

 

 

(1,955,942 )

 

 

(1,518,172 )

Balance at end of the period

 

 

(59,335,868 )

 

 

(69,438,326 )

 

 

 

 

 

 

 

 

 

Accumulated Other Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning and end of the period

 

 

710,935

 

 

 

710,935

 

 

 

 

 

 

 

 

 

 

Total Shareholders' Equity at end of the period

 

$ 33,815,709

 

 

$ 3,897,371

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 
 
 

 

NXT ENERGY SOLUTIONS INC.

 

Notes to the Consolidated Financial Statements  

 page | 1 

As at and for the three month period ended March 31, 2016 

 

(Unaudited - expressed in Canadian dollars unless otherwise stated)

 

 

1. Company Background

 

NXT Energy Solutions Inc. (the "Company" or "NXT") is a publicly traded company based in Calgary, Canada.

 

NXT's proprietary Stress Field Detection ("SFDÒ") technology is an airborne survey system that is used in the oil and natural gas exploration industry to help aid in identifying areas with hydrocarbon reservoir potential. Since 2008, NXT's sales activities are focused on international and frontier exploration markets.

 

Prior to 2015, NXT's financial statements reflected disclosure related to the use of the "going concern" basis of presentation. Significant progress was made in 2015 in expanding the business, which resulted in a significant expansion of the Company's liquidity and working capital in 2015.

 

Management determined in preparing these financial statements that, as at March 31, 2016, there is no material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern for the foreseeable future. However, NXT's financial results are currently dependent on a limited number of client projects, and its longer term success remains dependent upon the ability to continue to attract new client projects and expand its revenue base.

 

2. Significant Accounting Policies

 

Basis of presentation

 

These interim unaudited consolidated financial statements have been prepared by management in accordance with generally accepted accounting principles of the United States of America ("US GAAP") and by applying the same accounting policies and methods as used in preparing the consolidated financial statements for the fiscal year ended December 31, 2015.

 

Future Accounting Policy Changes

 

Revenue recognition:

 

In May 2014, the US Financial Accounting Standards Board ("FASB") issued new guidance on accounting for "Revenue from Contracts with Customers", which supersedes the current revenue recognition requirements and most industry-specific guidance. This new guidance will require that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

 

This new guidance will be effective from January 1, 2018, and early application is not permitted. There will be two methods in which the amendment can be applied: (1) retrospectively to each prior reporting period (which will include NXT's fiscal years 2015 and 2016) presented, or (2) retrospectively with the cumulative effect recognized at the date of initial application. NXT is evaluating the impact of the adoption of this new guidance and has not yet determined the effect on its consolidated financial statements.

 

 
 
 

 
 

NXT ENERGY SOLUTIONS INC.

 

Notes to the Consolidated Financial Statements  

 page | 2 

As at and for the three month period ended March 31, 2016 

 

(Unaudited - expressed in Canadian dollars unless otherwise stated)

 

 

3. Common shares

 

The Company is authorized to issue an unlimited number of common shares, of which the following are issued and outstanding:

 

 

 

For the three month periods ended

 

 

 

March 31, 2016

 

 

March 31, 2015

 

 

 

# of shares

 

 

$ amount

 

 

# of shares

 

 

$ amount

 

As at beginning of the period

 

 

53,306,109

 

 

 

85,051,553

 

 

 

44,958,843

 

 

$ 65,792,307

 

Shares issued during the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of stock options

 

 

-

 

 

 

-

 

 

 

6,666

 

 

 

5,066

 

Transfer from contributed capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

upon exercise of stock options

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,066

 

As at the end of the period

 

 

53,306,109

 

 

 

85,051,553

 

 

 

44,965,509

 

 

 

65,800,439

 

  

4. Survey expenses

 

Survey expenses includes the following:

 

Three month period ended March 31

 

2016

 

 

2015

 

Aircraft operations:

 

 

 

 

 

 

Charterhire revenues earned

 

 

(194,908 )

 

 

-

 

Operating expenses

 

 

357,097

 

 

 

-

 

 

 

 

162,189

 

 

 

-

 

Survey projects

 

 

627,190

 

 

 

25,440

 

 

 

 

789,379

 

 

 

25,440

 

 

5. Amortization expense

 

Amortization expense includes the following:

 

Three month period ended March 31

 

2016

 

 

2015

 

Amortization of:

 

 

 

 

 

 

Property and equipment

 

 

93,258

 

 

 

15,525

 

Intellectual property

 

 

421,000

 

 

 

-

 

 

 

 

514,258

 

 

 

15,525

 

  

6. Stock based compensation expense

 

Stock based compensation expense ("SBCE") is calculated based on the fair value attributed to grants of NXT stock options and other equity based incentives using the Black-Scholes valuation model and includes:

 

Three month period ended March 31

 

2016

 

 

2015

 

SBCE recognized related to:

 

 

 

 

 

 

Stock options

 

$ 150,000

 

 

$ 136,000

 

Preferred Share Rights

 

 

-

 

 

 

58,000

 

 

 

 

150,000

 

 

 

194,000

 

   

Stock options granted generally expire, if unexercised, five years from the date granted and entitlement to exercise them generally vests at a rate of one-third at the end of each of the first three years following the date of grant.

 

 
 
 

 

NXT ENERGY SOLUTIONS INC.

 

Notes to the Consolidated Financial Statements  

 page | 3 

As at and for the three month period ended March 31, 2016 

 

(Unaudited - expressed in Canadian dollars unless otherwise stated)

 

 

A continuity of the number of stock options outstanding at March 31, 2016 and as at the prior fiscal year ended December 31, 2015 is as follows:

 

For the 3 months ended

 

 

For the year ended

 

 

 

March 31, 2016

 

 

December 31, 2015

 

 

 

 

 

 

weighted

 

 

 

 

 

weighted

 

 

 

# of stock

 

 

average

 

 

# of stock

 

 

average

 

 

 

options

 

 

exercise price

 

 

options

 

 

exercise price

Options outstanding, start of the period

 

 

3,462,835

 

 

$

1.26

 

 

 

2,541,435

 

 

$

1.02

 

Granted

 

 

-

 

 

 

-

 

 

 

1,268,666

 

 

$

1.66

 

Exercised

 

 

-

 

 

 

-

 

 

 

(347,266

)

 

$

0.97

 

Expired

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Options outstanding, end of the period

 

 

3,462,835

 

 

 

1.26

 

 

 

3,462,835

 

 

$

1.26

 

Options exercisable, end of the period

 

 

2,302,956

 

 

 

1.04

 

 

 

2,004,268

 

 

$

1.01

  

The unamortized portion of SBCE related to the non-vested portion of stock options, which will be recognized in future expense (2016 to 2018) over the related remaining vesting periods is $1,044,000 as at March 31, 2016 ($1,154,000 as at December 31, 2015).

 

7. Earnings (loss) per share

 

Three month period ended March 31

 

2016

 

 

2015

 

Comprehensive loss for the period

 

$ (1,955,942 )

 

$ (1,518,172 )

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

Basic

 

 

53,306,109

 

 

 

44,960,695

 

Additional shares related to assumed exercise of stock options under the treasury stock method (see (ii))

 

 

-

 

 

 

-

 

Contingently issuable Preferred Shares (see (i))

 

 

-

 

 

 

-

 

Fully diluted

 

 

53,306,109

 

 

 

44,960,695

 

 

 

 

 

 

 

 

 

 

Net loss per share – Basic

 

$ (0.04 )

 

$ (0.03 )

Net loss per share – Fully diluted

 

$ (0.04 )

 

$ (0.03 )

 

(i)

A total of 8,000,000 convertible Preferred Shares (which were previously outstanding until their conversion on August 31, 2015) were considered to be contingently issuable prior to that date, and were only included in the diluted number of shares outstanding if there was a net income applicable for the period.

(ii)

In periods in which a loss results, all outstanding stock options and the Preferred Shares are excluded from the fully diluted loss per share calculations as their effect is anti-dilutive.

 

 
 
 

 

NXT ENERGY SOLUTIONS INC.

 

Notes to the Consolidated Financial Statements  

 page | 4 

As at and for the three month period ended March 31, 2016 

 

(Unaudited - expressed in Canadian dollars unless otherwise stated)

 

 

8. Financial instruments

 

(i)

Non-derivative financial instruments

 

The Company's non-derivative financial instruments consist of cash and cash equivalents, short-term investments, restricted cash, accounts receivable, accounts payables and accrued liabilities, income taxes payable, and capital lease obligations. The carrying value of these financial instruments approximates their fair values due to their short terms to maturity. NXT is not exposed to significant interest or credit risks arising from these financial instruments. NXT is exposed to foreign exchange risk as a result of holding US, Bolivian, and Colombian denominated financial instruments.

 

(ii)

Derivative financial instruments

 

In 2016 and 2015, the Company had no outstanding derivative financial instruments.

 

9. Geographic information

 

NXT conducts all of its survey operations from its head office in Canada, and occasionally maintains administrative offices in foreign locations such as Colombia (to mid-2014) and currently Bolivia. NXT has no long term assets outside of Canada.

 

In May 2015, NXT executed a contract to conduct a US $13.4 million (US $12.9 million net of applicable local sales taxes owing) survey project with a new client in Bolivia. This contract was completed and recognized in revenue in NXT's Q4-2015 period.

 

A contract amendment for an additional survey project valued at US $1.0 million (net of taxes) was finalized in October, 2015. The results for this project were delivered to the client in January, 2016, and it is recognized as revenue in NXT's Q1-2016 period. Accordingly, deferred revenue as at December 31, 2015 included US $0.5 million (net of taxes) which had been invoiced as a progress billing for this project.

 

Revenues by geographic area were generated solely in Bolivia in 2015 and 2016, and were derived almost entirely from a single client in each of the periods.

 

10. Change in non-cash working capital

 

The changes in non-cash working capital balances are comprised of:

 

Three month period ended March 31

 

2016

 

 

2015

 

Accounts receivable

 

$ 562,026

 

 

$ (24,310 )

Work-in-progress

 

 

404,840

 

 

 

-

 

Prepaid expenses and deposits

 

 

(17,499 )

 

 

(19,523 )

Accounts payable and accrued liabilities

 

 

(110,655 )

 

 

(103,149 )

Income taxes payable

 

 

(469,945 )

 

 

-

 

Deferred revenue

 

 

(706,722 )

 

 

-

 

 

 

 

(337,955 )

 

 

(146,982 )

 

 

 

 

 

 

 

 

 

Portion attributable to:

 

 

 

 

 

 

 

 

Operating activities

 

 

(277,768 )

 

 

(146,982 )

Financing activities

 

 

-

 

 

 

-

 

Investing activities

 

 

(60,187 )

 

 

-

 

 

 

 

(337,955 )

 

 

(146,982 )

 

 
 
 

 

NXT ENERGY SOLUTIONS INC.

 

Notes to the Consolidated Financial Statements  

 page | 5 

As at and for the three month period ended March 31, 2016 

 

(Unaudited - expressed in Canadian dollars unless otherwise stated)

 

 

11. Commitments and contingencies

 

Office premises lease

 

NXT has an operating lease commitment on its Calgary office space for a 10 year term at an initial estimated minimum monthly lease payment of $44,486 (including operating costs). The estimated future minimum annual commitment is as follows as at March 31, 2016:

 

Fiscal year ending December 31

 

 

 

2016

 

$ 400,370

 

2017

 

 

533,826

 

2018

 

 

533,826

 

2019

 

 

533,826

 

2020

 

 

536,792

 

 

 

 

2,538,640

 

Thereafter, 2021 through 2025

 

 

2,592,018

 

 

 

 

5,130,658

 

  

Deferred charges of $87,026 as at March 31, 2016 relates to the valuation of an initial free-rent period received on this lease in 2015. This balance will be amortized as a reduction of general and administrative expense over the 10 year term of the lease commitment.

 

12. Other related party transactions

 

NXT periodically enters into transactions with related parties, at fair market value. One of the members of NXT's Board of Directors is a partner in a law firm which provides legal advice to NXT. Legal fees incurred with this firm were as follows:

 

Three month period ended March 31

 

2016

 

 

2015

 

 

 

$ 20,940

 

 

$ 21,668

 

  

Accounts payable and accrued liabilities includes a total of $55,475 ($62,048 as at December 31, 2015) payable to this law firm. In addition, accounts payable and accrued liabilities includes $80,666 ($34,881 as at December 31, 2015) related to re-imbursement of expenses owing to persons who are Directors or Officers of NXT.

 

Accounts receivable includes short-term loans due from two employees totaling $51,026. These loans mature on October 1, 2016, and bear interest at a variable rate, which is currently 1%.