As filed with the Securities and Exchange Commission on August 14, 2002
Securities And Exchange Commission
FORM 10-Q
(Mark One)
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[X] |
Quarterly Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 For The Six-Month Period Ended June 30, 2002; Or |
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[_] |
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. 0-24027
ENERGY EXPLORATION TECHNOLOGIES
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Nevada |
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61-1126904 |
840 7th Avenue S.W., Suite 700, Calgary, Alberta, Canada T2P 3G2
(Address of principal executive offices) (Zip Code)
(403) 264-7020
(Registrant's telephone number, including area code)
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 registration was required to file such Reports), and (2) has been subject to such filing requirements for the past 90 days: Yes [X] No [_]
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
16,971,153 shares of common stock, par value $0.001 per share, as of August 13, 2002
Energy Exploration Technologies
INDEX TO THE FORM 10-Q
For the quarterly period ended June 30, 2002
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PAGE |
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PART I |
FINANCIAL INFORMATION |
3 |
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Item 1. |
FINANCIAL STATEMENTS |
3 |
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Condensed Consolidated Balance Sheet |
4 |
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Condensed Consolidated Statement of Operations and Deficit |
5 |
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Condensed Consolidated Statement of Shareholders' Equity |
6 |
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Condensed Consolidated Statement of Cash Flows |
7 |
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Notes to the Condensed Consolidated Financial Statements |
8 |
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Item 2. |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
19 |
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PART II |
OTHER INFORMATION |
27 |
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Item 1. |
LEGAL PROCEEDINGS |
27 |
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Item 2. |
CHANGES IN SECURITIES AND USE OF PROCEEDS |
27 |
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Item 3. |
DEFAULTS UPON SENIOR SECURITIES |
27 |
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Item 4. |
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
27 |
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Item 5. |
OTHER INFORMATION |
27 |
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Item 6. |
EXHIBITS AND REPORTS ON FORM 8-K |
27 |
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SIGNATURES |
28 |
2
Item 1 - Financial Information
3
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ENERGY EXPLORATION TECHNOLOGIES |
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June 30, 2002 |
December 31, 2001 |
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(unaudited) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
$ 1,853,926 |
$ 2,994,608 |
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Accounts receivable |
183,459 |
203,738 |
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Due from officers and employees |
4,205 |
92 |
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Prepaid expenses and other |
160,868 |
143,786 |
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Total current assets |
2,202,458 |
3,342,224 |
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Note receivable from officer [note 3] |
34,638 |
32,097 |
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Debt issuance costs [notes 2 and 7] |
-- |
22,805 |
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Aircraft and flight equipment held for sale [notes 2 and 4] |
222,487 |
2,986,803 |
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Oil and natural gas properties, on the basis of full cost accounting, |
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Other property and equipment, net of accumulated depreciation, |
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Total assets |
$ 8,229,148 |
$ 11,763,100 |
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Liabilities And Shareholders' Equity |
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Current liabilities: |
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Trade payables |
$ 112,612 |
$ 445,579 |
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Wages and employee benefits payable |
54,264 |
65,435 |
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Accrued oil and natural gas property costs |
14,281 |
110,829 |
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Current portion long-term debt [note 7] |
-- |
71,407 |
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Other accrued liabilities |
29,871 |
133,636 |
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Total current liabilities |
211,028 |
826,886 |
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Long-term debt [note 7] |
-- |
1,463,729 |
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Total liabilities |
211,028 |
2,290,615 |
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Contingencies, continuing operations and commitments [notes 1 and 12] |
-- |
-- |
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Shareholders' equity: |
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Series 'A' convertible preferred stock; par value $0.001 per share, |
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Common stock, par value $0.001 per share: |
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Additional paid-in capital |
24,060,599 |
24,043,439 |
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Accumulated deficit |
(15,948,996) |
(14,365,745) |
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Accumulated other comprehensive loss |
(111,254) |
(222,980) |
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Total shareholders' equity |
8,018,120 |
9,472,485 |
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Total liabilities and shareholders' equity |
$ 8,229,148 |
$ 11,763,100 |
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The accompanying notes to consolidated financial statements
are an integral part of these consolidated balance sheets
4
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ENERGY EXPLORATION TECHNOLOGIES |
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Three months ended June 30, |
Six months ended June 30, |
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2002 |
2001 |
2002 |
2001 |
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(unaudited) |
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Revenues: |
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Oil and natural gas revenue |
$ 181,713 |
$ -- |
$ 192,431 |
$ -- |
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Operating expenses: |
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Oil and natural gas operating expenses |
46,813 |
-- |
48,835 |
-- |
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Administrative [note 13] |
504,710 |
414,649 |
845,540 |
728,799 |
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Depletion and impairment of oil and natural gas properties [notes 2 and 5] |
312,253 |
17,160 |
327,472 |
37,935 |
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Amortization and depreciation [notes 2 and 6] |
34,084 |
76,438 |
67,460 |
153,017 |
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Research and development [note 2] |
39,676 |
89,377 |
152,643 |
219,492 |
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Survey support [note 2] |
30,238 |
68,362 |
88,998 |
119,444 |
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Survey operations and data analysis [note 2] |
(2,574) |
34,612 |
10,417 |
72,569 |
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Write-down of aircraft and flight equipment [note 4] |
-- |
-- |
184,316 |
-- |
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Total operating expenses |
(965,200) |
(700,598) |
(1,725,681) |
(1,331,256) |
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Operating loss |
(783,487) |
(700,598) |
(1,533,250) |
(1,331,256) |
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Other income (expense): |
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Interest expense |
(11,410) |
(38,570) |
(70,974) |
(77,409) |
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Interest income |
5,938 |
19,991 |
22,239 |
62,979 |
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Other income (expense) |
(1,076) |
2,277 |
(1,266) |
3,829 |
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Total other income (expense) |
(10,601) |
(16,302) |
(50,001) |
(10,601) |
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Net loss for the period |
(790,035) |
(716,900) |
(1,583,251) |
(1,341,857) |
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Other comprehensive income (loss): |
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Foreign currency translation adjustment |
110,215 |
117,049 |
111,726 |
(15,451) |
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Comprehensive loss for the period |
$ (679,820) |
$ (599,851) |
$ (1,471,525) |
$ (1,357,308) |
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Basic and diluted loss per share [note 2] |
$ (0.05) |
$ (0.05) |
$ (0.09) |
$ (0.10) |
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Weighted average shares outstanding |
16,971,153 |
13,112,916 |
16,971,153 |
13,112,916 |
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The accompanying notes to consolidated financial statements are
an integral part of these consolidated statements of loss and comprehensive loss.
5
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ENERGY EXPLORATION TECHNOLOGIES |
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Accumulated |
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Shares |
Amount |
Shares |
Amount |
Number |
Amount |
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(unaudited) |
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Beginning balance -- December 31, 2000 |
$ (64,028) |
13,112,916 |
$ 13,113 |
800,000 |
$ 800 |
-- |
$ -- |
$ 19,612,276 |
$ (9,977,155) |
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Grant and vesting of options to investor relations |
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Net loss for the six months ended June 30, 2001 |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
(1,341,857) |
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Net other comprehensive loss for the six months |
(15,451) |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
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Balance --June 30, 2001 |
$ (79,479) |
13,112,916 |
$ 13,113 |
800,000 |
$ 800 |
-- |
$ -- |
$ 19,670,996 |
$ (11,319,012) |
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Beginning balance -- December 31, 2001 |
$ (222,980) |
16,971,153 |
$ 16,971 |
800,000 |
$ 800 |
-- |
$ |
$ 24,043,439 |
$ (14,365,745) |
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Grant and vesting of options to investor relations |
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Net loss for the six months ended June 30, 2002 |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
(1,583,251) |
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Net other comprehensive income for the six months |
111,726 |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
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Balance -- June 30, 2002 |
$ (111,254) |
16,971,153 |
$ 16,971 |
800,000 |
$ 800 |
-- |
$ -- |
$ 24,060,599 |
$ (15,948,996) |
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The accompanying notes to consolidated financial statements are
an integral part of these consolidated statements of shareholders' equity
6
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ENERGY EXPLORATION TECHNOLOGIES |
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Six months ended June 30, |
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2002 |
2001 |
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(unaudited) |
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Operating activities: |
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Net loss for the period |
$ (1,583,251) |
$ (1,341,857) |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Amortization and depreciation of other property and equipment |
67,460 |
153,017 |
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Write-down of aircraft and flight equipment |
184,316 |
37,935 |
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Depletion and impairment of oil and natural gas properties |
327,472 |
-- |
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Debt issuance costs |
22,805 |
951 |
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Changes in non-cash working capital: |
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Accounts receivable |
20,279 |
623,727 |
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Due from officers and employees |
(4,113) |
(673) |
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Prepaid expenses and other |
(17,082) |
(155,783) |
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Trade payables |
(84,298) |
(26,651) |
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Wages and employee benefits payable |
(11,171) |
(5,481) |
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Other accrued liabilities |
(103,765) |
(43,861) |
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Consulting costs settled by issuance of common stock and options |
17,160 |
58,720 |
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Net cash used in operating activities |
(1,164,188) |
(699,956) |
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Financing activities: |
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Funds repaid for aircraft financing |
(1,535,136) |
(31,652) |
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Net cash used in financing activities |
$ (1,535,136) |
$ (31,652) |
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Investing activities: |
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Funds invested in other property and equipment |
$ (22,060) |
$ (18,999) |
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Proceeds received on sale of other property and equipment |
2,587,434 |
-- |
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Funds invested in oil and natural gas properties |
(770,700) |
(1,957,152) |
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Proceeds on sale of oil and natural gas properties |
-- |
72,655 |
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Funds repaid (borrowed) by an employee |
(2,541) |
721 |
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Changes in non-cash working capital: |
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Accrued oil and natural gas property costs and trade payables |
(345,217) |
(492,798) |
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Net cash generated by (used in) investing activities |
1,446,916 |
(2,395,573) |
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Effect of net other comprehensive income (loss) |
111,726 |
(15,451) |
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Net cash outflow |
(1,140,682) |
(3,142,632) |
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Cash and cash equivalents position, beginning of period |
2,994,608 |
4,279,279 |
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Cash and cash equivalents position, end of period |
$ 1,853,926 |
$ 1,136,647 |
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The accompanying notes to consolidated financial statements are an integral part of
these consolidated statements of cash flows
7
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ENERGY EXPLORATION TECHNOLOGIES |
1. Organization And Ability To Continue Operations
Energy Exploration Technologies ("we", "our company" or "NXT") was incorporated under the laws of the State of Nevada on September 27, 1994. We are a technology-based reconnaissance exploration company which utilizes our proprietary stress field detection or "SFD" remote-sensing airborne survey technology, which we refer to as our "SFD survey system", to quickly and inexpensively identify and high-grade oil and natural gas prospects. We conduct our reconnaissance exploration activities, as well as land acquisition, drilling, completion and production activities to exploit prospects identified using our SFD technology, through NXT Energy USA Inc. ("NXT Energy USA") and NXT Energy Canada Inc. ("NXT Energy Canada"), our two wholly-owned exploration subsidiaries which focus on exploration acquisition and development efforts in the United States and Canada, respectively. Survey operations for these exploration subs idiaries are conducted by our two aircraft operation subsidiaries, NXT Aero USA Inc. ("NXT Aero USA") and NXT Aero Canada Inc. ("NXT Aero Canada"). NXT focuses on research and development efforts to improve the effectiveness of our SFD survey system.
Although we commenced receiving production revenues in the first quarter of fiscal 2002, the amount of those revenues going forward does not cover our operating costs. Until the first quarter of fiscal 2002, we were a development stage company. Our ability to continue as a going concern in the longer term will be dependent upon our ability, either through our joint venture arrangements or for our own account, to successfully identify hydrocarbon bearing prospects, and to finance, develop, extract and market oil and natural gas from these prospects for a profit. We anticipate that we will continue to incur further operating losses until such time as we receive sufficient revenues from our production with respect to prospects currently in the development stage, or through prospects we identify and exploit for our own account.
We have taken steps since the beginning of fiscal 2002 to significantly cut-back our administration, exploration and research and development costs from approximately $250,000 per month to approximately $80,000 to $110,000 per month through a number of cost-saving measures until such time as we attain sufficient operating revenues or other sources of capital to finance operation and exploration costs. These activities included the recent sale of our Piaggio P180 Avanti aircraft for net proceeds of $1,054,464. See note 4. We believe these actions will enable us to maintain a minimal level of operations over the next twelve to 18 months.
We can give no assurance that any or all projects in our pending drilling, completion and tie-in programs will be commercial, or if commercial, will generate sufficient revenues to cover our operating or other exploration costs. Should this not be the case, we would be forced, unless we can raise sufficient additional working capital, to suspend our operations, and possibly even liquidate our assets and wind-up and dissolve our company.
We are authorized under our Articles of Incorporation to issue common stock and series 'A' preferred stock (sometimes referred to in our consolidated financial statements as "common shares" and "series 'A' preferred shares", respectively). See notes 8 and 9.
8
2. Significant Accounting Policies
We have prepared these consolidated financial statements for our three-month and six-month interim periods as at and there ended June 30, 2002 and 2001 in accordance with accounting principles generally accepted in the United States for interim financial reporting. While these financial statements for these interim periods reflect all normal recurring adjustments which, in the opinion of our management, are necessary for fair presentation of the results of the interim period, they do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. Refer to our consolidated financial statements included in our annual report on Form 10-K for our fiscal year ended December 31, 2001.
Consolidation
We have consolidated the accounts of our wholly-owned subsidiaries with those of NXT in the course of preparing these consolidated financial statements. All significant intercompany balances and transactions amongst NXT and its subsidiaries have been eliminated as a consequence of the consolidation process, and are therefore not reflected in these consolidated financial statements.
Reclassifications
Certain items in our prior year's consolidated financial statements have been reclassified to conform to our current year's consolidated financial statement presentation.
Estimates And Assumptions
The preparation of these consolidated financial statements in accordance with generally accepted accounting principles in the United States requires our 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 these consolidated financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results may differ from those estimates.
Cash And Cash Equivalents
For purposes of preparing the consolidated balance sheets and statements of cash flows contained in these consolidated financial statements, we consider all investments with original maturities of ninety days or less to constitute "cash and cash equivalents".
We amortize debt issuance costs on a straight-line basis over the life of the related debt.
Derivative Instruments And Hedging Activities
We account for derivative instruments and hedging activities in accordance with Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities", as modified by SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities-an Amendment of SFAS No. 133". SFAS No. 133 requires a company to recognize all derivative instruments on the balance sheet as either an asset or a liability measured at fair value. Changes in fair value of derivative instruments are recognized in earnings unless specific hedge criteria are met. Changes in fair value of derivative instruments that are designated as hedges are recognized in earnings in the same period as the hedged item. SFAS No. 133 requires that a company formally document, designate and assess the effectiveness of instruments that receive the hedge accounting.
9
Fair Value Of Financial Instruments
Our financial instruments consist of cash and cash equivalents, accounts receivable, notes receivable, trade payables, wages and employee benefits payable, accrued liabilities and long-term debt. The book values of these financial instruments, other than long-term debt, approximates their fair values due to their short-term to maturity and similarity to current market rates. The carrying value of our long-term debt is considered to approximate its fair value because the interest rate is comparable to current rates available to our company. It is the opinion of our management that we are not exposed to significant interest, currency or credit risks arising from these financial instruments.
Aircraft And Flight Equipment Held For Sale
We carry our aircraft and flight equipment held for sale at the lower of the carrying amount or the fair value less cost to sell. A loss shall be recognized for any initial or subsequent write-down to fair value less cost to sell. These assets are not depreciated as long as they are held for sale. Interest and other expenses related to these assets continue to be accrued.
Oil And Natural Gas Properties
We follow the full cost method of accounting for oil and natural gas properties and equipment whereby we capitalize all costs relating to our acquisition of, exploration for and development of oil and natural gas reserves. These capitalized costs include:
We only capitalize overhead that is directly identified with acquisition, exploration or development activities. All costs related to production, general corporate overhead and similar activities are expensed as incurred.
Under the full cost method of accounting, capitalized costs are accumulated into cost centers on a country-by-country basis. These costs, plus a provision for future development costs (including estimated dismantlement, restoration and abandonment costs) of proved undeveloped reserves, are then depleted and depreciated using the unit-of-production method, based on estimated proved oil and gas reserves as determined by independent engineers where significant. For purposes of the depletion and depreciation calculation, proved oil and gas reserves are converted to a common unit of measure on the basis of their approximate relative energy content.
In applying the full cost method of accounting, capital costs in each cost center less accumulated depletion and depreciation and related deferred income taxes are restricted from exceeding an amount equal to the sum of the present value of their related estimated future net revenues discounted at 10% less estimated future expenditures, and the lower of cost or estimated fair value of unproved properties included in the costs being amortized, net of related tax effects. Should this comparison indicate an excess carrying value, a write-down would be recorded.
The carrying values of unproved oil and natural gas properties, which are excluded from the depletion calculation, are assessed on a quarterly basis to ascertain whether any impairment in value has occurred. This assessment typically includes a determination of potential sales proceeds for similar leases in similar areas, and independent appraisal where warranted. Impairment is recorded if this assessment indicates the future potential net cash flows are less than the capitalized costs.
10
All recoveries of costs through the sale or other disposition of oil and gas properties and equipment are accounted for as adjustments to capitalized costs, with no gain or loss recorded, unless the sale or disposition involves a significant change in the relationship between costs and the value of proved reserves or the underlying value of unproved property, in which case the gain or loss is computed and recognized.
We conduct oil and natural gas exploration, drilling, development and production activities through our joint venture partners. These consolidated financial statements reflect only our proportionate interest in these activities.
We carry our other capitalized property and equipment at cost, and depreciate or amortize them over their estimated service lives using the declining balance method as follows:
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Aircraft |
5% |
|
Computer and SFD system equipment |
30% |
|
Computer and SFD system software |
100% |
|
Equipment |
20% |
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Furniture and fixtures |
20% |
|
Flight equipment |
10% |
|
Leasehold improvements |
20% |
|
Tools |
20% |
|
Vehicle |
30% |
When we retire or otherwise dispose of our other capitalized property and equipment, we remove their cost and related accumulated depreciation or amortization from our accounts, and record any resulting gain or loss in the results of operations for the period. Our management periodically reviews the carrying value of our property and equipment to ensure that any permanent impairment in value is recognized and reflected in our results of operations.
Revenue Recognition
We recognize revenue from the sale of oil and natural gas when title passes to the customer.
Research And Development Expenditures
We expense all research and development expenditures we incur to develop, improve and test our SFD survey system and related components, including allocable salaries.
We expense all survey support expenditures we incur, after netting costs which are reimbursable by our joint venture partners. Survey support expenditures consist primarily of the cost, including allocable salaries, to:
11
Survey Operations And Data Analysis Expenditures
We expense all survey operations and data analysis expenditures we incur, after netting costs which are reimbursable by our joint venture partners. Survey operations and data analysis expenditures consist primarily of:
Our only operations outside of the United States are in Canada. Foreign currency translation adjustments resulting from the translation of the financial statements of our Canadian subsidiaries, whose functional currency is Canadian dollars, into U.S. dollar equivalents for purposes of consolidating our financial statements, are included in other comprehensive loss. For purposes of consolidation, we use the following methodology to convert Canadian dollar denominated accounts and transactions into U.S. dollars:
We record the cumulative gain or loss arising from the conversion of the noted Canadian dollar denominated accounts and transactions into U.S. dollars as a foreign currency translation adjustment as a component of accumulated other comprehensive loss for that period.
Basic And Diluted Loss Per Share
Our basic loss per share is computed in accordance with SFAS No. 128, "Earnings Per Share", by dividing the net loss for the period by the weighted average number of common shares outstanding for the period. Our diluted loss per share is computed, also in accordance with SFAS No. 128, by including the potential dilution that could occur if holders of our dilutive securities were to exercise or convert these securities into common shares.
Stock-Based Compensation For Employees And Directors
In accounting for the grant of our employee and director stock options, we have elected to follow Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25"), and related interpretations. Under APB 25, companies are not required to record any compensation expense relating to the grant of options to employees or directors where the awards are granted upon fixed terms with an exercise price equal to fair value and the only condition of exercise is continued employment. See note 11.
Recent Accounting Pronouncements
In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 requires business combinations initiated after June 30, 2001 to be accounted for using the purchase method of accounting, and broadens the criteria for recording intangible assets separate from goodwill. Recorded goodwill and intangibles will be evaluated against these new criteria and may result in certain intangibles being included with goodwill or, in the alternative, amounts initially recorded as goodwill may be separately identified and recognized apart from goodwill. SFAS No. 142 requires the use of a non-amortization approach to account for purchased goodwill and certain intangibles. Under a non-amortization approach, goodwill and certain intangibles will not be amortized into results of operations, but instead will be reviewe d for impairment and written down and charged to results of operations only in the periods in which the recorded value of goodwill and certain intangibles is in excess of its fair value. We adopted the provisions of each statement on January 1, 2002. The effect of adopting these standards is not material to these consolidated financial statements.
12
In August 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations". SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset. NXT is required to adopt the provisions of SFAS No. 143 on January 1, 2003. NXT is currently evaluating the impact that the adoption of SFAS No. 143 will have on our consolidated financial condition and results of operations. We expect that there will be a material increase in our liabilities to recognize the fair value of restoration costs with respect to our oil and natural gas properties, with a commensurate increase in the capitalized cost of those assets and a resultant increase in amortization and depreciation expense associated with those increas ed capitalized costs.
In October 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", which supercedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", and provides a single accounting model for long-lived assets to be disposed of. We adopted the provisions of SFAS No. 144 on January 1, 2002. The effect of adopting this standard is not material to these consolidated financial statements.
3. Note Receivable From Officer
4. Aircraft And Flight Equipment Held For Sale
In December 2001, management decided to place on the market our two aircraft and related flight equipment in order to decrease our operating costs. On May 1, 2002, we completed the sale of our Piaggio Avanti P180 aircraft to a third party for gross proceeds of $2,580,000, and net proceeds of $1,054,464 after settlement of principal and interest due on the related asset based collateralized loan. We recorded a write-down of $184,316 recognizing the decrease in the fair value of this asset less its selling costs as part of our operating loss for the first quarter of 2002. The sale of our remaining aircraft is expected to occur during fiscal 2002 through the assistance of independent sales agents or through our own efforts.
Summarized below are our capitalized costs for the aircraft and flight equipment held for sale as of June 30, 2002 and December 31, 2001:
|
|
June 30, |
December 31, |
|
|
|
2002 |
2001 |
|
|
Aircraft and flight equipment held for sale |
$ 390,912 |
$ 3,383,538 |
|
|
Less accumulated depreciation |
(125,653) |
(378,202) |
|
|
Less accumulated write-down |
(42,772) |
(18,533) |
|
|
|
Net aircraft and flight equipment held for sale |
$ 222,487 |
$ 2,986,803 |
These assets are reported as part of assets of our United States operations as of June 30, 2002 and December 31, 2001. See note 14.
13
5. Oil And Natural Gas Properties
Summarized below are the oil and natural gas property costs we capitalized for our six months ended and as of June 30, 2002 and December 31, 2001:
|
|
Six Months Ended |
|
As of |
As of |
||
|
|
2002 |
2001 |
|
|||
|
Acquisition costs |
$ 39,732 |
$ 384,111 |
|
$ 1,076,173 |
$ 1,036,441 |
|
|
Exploration costs |
700,785 |
1,500,386 |
|
6,711,862 |
6,011,077 |
|
|
Development costs |
30,183 |
-- |
|
85,736 |
55,553 |
|
|
|
Oil and natural gas properties |
770,700 |
1,884,497 |
|
7,873,771 |
7,103,071 |
|
Less impairment |
(264,065) |
(37,935) |
|
(2,380,482) |
(2,116,417) |
|
|
Less dispositions |
-- |
-- |
|
(69,096) |
(69,096) |
|
|
Less depletion |
(63,407) |
-- |
|
(63,407) |
-- |
|
|
|
Net oil and natural gas properties |
$ 443,228 |
$ 1,846,562 |
|
$ 5,360,786 |
$ 4,917,558 |
Net oil and natural gas property costs at June 30, 2002 are comprised of $2,312,682 ($2,144,706 at December 31, 2001) of proved property costs and $3,048,104 ($2,772,852 at December 31, 2001) of unproved property costs. We performed cost center ceiling tests on our oil and natural gas properties using the full cost method of accounting. At June 30, 2002, the ceiling tests for our Canadian and United States cost centers resulted in write-downs of $183,000 and $80,000, respectively, which are included in depletion and impairment of oil and natural gas properties. For the year ended December 31, 2001, the ceiling test for our Canadian cost center resulted in a write-down of $90,000 included in impairment of oil and natural gas properties.
The impairment of oil and natural gas properties also includes the write-down of the cost of drilling and completing wells which are either non-commercial or which we are unable to complete for technical reasons. While, as noted below, our management believes in the prospective commercial viability and non-impairment of the overall prospects of which each of these wells are a part and is continuing active exploration and development activities with respect to each of these prospects, we have nevertheless written-off these individual well costs as an impairment cost since this determination was made prior to the establishment of proved reserves.
At the end of each quarter, our management performs an overall assessment of each of our unproved oil and natural gas properties to determine if any of these properties had been subject to any impairment in value (see note 2). Based upon these evaluations, our management has determined that each of our oil and natural gas properties continued to have prospective commercial viability as of these dates, including each of those properties noted above that contain wells which we have written-off. Based upon these considerations, we have not recorded any impairments against our properties to date other than the above noted write-offs. While we are currently conducting active exploration and development programs with respect to each of these unproved oil and natural gas properties, we anticipate that all of these properties will be evaluated and the associated costs transferred into the amortization base or be impaired over the next five years.
6. Other Property And Equipment
Summarized below are our capitalized costs for other property and equipment as of June 30, 2002 and December 31, 2001:
14
|
|
June 30, |
December 31, |
|
|
Computer and SFD equipment |
$ 279,206 |
$ 272,918 |
|
|
Computer and SFD software |
122,616 |
117,493 |
|
|
Equipment |
81,238 |
80,835 |
|
|
Furniture and fixtures |
189,194 |
180,095 |
|
|
Leasehold improvements |
203,919 |
194,113 |
|
|
SFD survey system (including software) |
115,471 |
115,336 |
|
|
Tools |
1,622 |
1,544 |
|
|
Vehicle |
18,828 |
18,828 |
|
|
|
Other property and equipment |
1,012,094 |
981,162 |
|
Less accumulated depreciation, amortization and impairment |
(603,315) |
(519,549) |
|
|
|
Net other property and equipment |
$ 408,779 |
$ 461,613 |
On November 6, 2000, we borrowed $1,600,000 on an asset-based loan collateralized by our Piaggio P180 Avanti aircraft. The principal and interest on this loan, which accrues at the rate of 9.65% per annum, are repayable in 156 equal installments of $18,037 each, commencing January 1, 2001 with the last payment due on December 1, 2013. The loan contains no restrictive or financial ratio covenants. We also paid $24,706 in fees with respect to this loan which we recorded as debt issuance costs.
On May 1, 2002, we completed the sale of our Piaggio Avanti P180 aircraft to a third party and used the proceeds to settle the principal and interest due on this loan in full. See note 4. We also expensed the remaining unamortized debt issuance costs of $22,805 originally incurred for the financing of the aircraft in the first quarter of 2002. For the six months ended June 30, 2002, we paid $61,264 ($63,914 for the six months ended June 30, 2001) of interest on this long-term debt.
On September 18, 2001, we raised $4,374,237 in gross proceeds through a private placement of 3,803,684 common shares at $1.15 per share. Net proceeds to our company from this offering were $4,359,252 after deducting $14,985 in offering expenses. An additional 54,553 shares of common stock were issued as finders' fees in connection with the private placement.
9. Preferred Stock And Warrants
The series 'A' preferred shares are not entitled to payment of any dividends, although they are entitled under certain circumstances to participate in dividends on the same basis as if converted into common shares. Each series 'A' preferred share carries a $7.50 liquidation preference should our company wind-up and dissolve. Each series 'A' preferred share is convertible by the holder into common shares based upon a $7.50 per share conversion price, subject to adjustment should NXT sell common shares or common share purchase options or warrants at prices less than $7.50 per share in specified circumstances. As a consequence of a recent private placement of common shares at $1.15 per share which closed in September 2001 (see note 8 above), the current conversion price for the series 'A' preferred shares as of the date of this report has been adjusted to $2.58, which would result in each series 'A' preferred shareholder receiving approximately 2.91 com mon shares for each series 'A' preferred share he may convert should he exercise this right, or an aggregate of 2,326,280 common shares.
15
On August 1, 1996, we granted a performance-based contractual right to acquire NXT warrants to the licensor of our SFD technology, Momentum Resources Corporation ("Momentum Resources"), in connection with the amendment of our exclusive SFD technology license with Momentum Resources to use the SFD technology for hydrocarbon exploration. The primary purpose of the amendment was to indefinitely extend the termination date of the license. Pursuant to this contractual right, Momentum Resources is entitled to a separate grant of warrants entitling it to purchase 16,000 common shares at the then current trading price for each month after December 31, 2000 in which production from SFD-identified prospects during that month exceeds
20,000 barrels of hydrocarbons. Momentum Resources has not earned any warrants under the SFD technology license as of June 30, 2002.11. Employee And Director Options
We have summarized below all outstanding options under our various stock option plans and arrangements as of June 30, 2002:
|
|
|
|
As of |
||||
|
Outstanding |
Vested |
||||||
|
Director--Stand-alone |
1-4-01 |
|
$ 2.00 |
|
30,000 |
|
30,000 |
|
Director--Stand-alone |
5-20-97 |
|
5.25 |
|
30,000 |
|
30,000 |
|
Director--Stand-alone |
1-4-01 |
|
2.00 |
|
45,000 |
|
45,000 |
|
Employee--1997 Plan |
1-4-01 |
|
2.00 |
|
29,100 |
|
29,100 |
|
Director--Stand-alone |
1-4-01 |
|
2.00 |
|
45,000 |
|
45,000 |
|
Employee--1997 Plan |
1-4-01 |
|
2.00 |
|
25,000 |
|
25,000 |
|
Employee--1997 Plan |
1-4-01 |
|
2.00 |
|
96,875 |
|
53,542 |
|
Employee--1997 Plan |
1-4-01 |
|
2.00 |
|
20,000 |
|
10,000 |
|
Executive--1999 Plan |
1-4-01 |
|
2.00 |
|
520,800 |
|
520,800 |
|
Employee--1997 Plan |
1-4-01 |
|
2.00 |
|
7,000 |
|
7,000 |
|
Employee--1997 Plan |
1-4-01 |
|
2.00 |
|
8,000 |
|
8,000 |
|
Employee--1997 Plan |
1-4-01 |
|
2.00 |
|
100,000 |
|
40,000 |
|
Employee--1997 Plan |
1-4-01 |
|
2.00 |
|
56,750 |
|
26,750 |
|
Employee--1997 Plan |
11-16-99 |
|
4.125 |
|
4,000 |
|
4,000 |
|
Director--2000 Plan |
1-4-01 |
|
2.00 |
|
40,000 |
|
35,000 |
|
Employee--1997 Plan |
1-4-01 |
|
2.00 |
|
20,000 |
|
8,000 |
|
Director--2000 Plan |
1-4-01 |
2.00 |
70,000 |
60,000 |
|||
|
Employee--1997 Plan |
1-4-01 |
|
2.00 |
|
45,000 |
|
18,000 |
|
Employee--1997 Plan |
1-4-01 |
|
2.00 |
|
30,000 |
|
12,000 |
|
Employee--1997 Plan |
1-4-01 |
|
2.00 |
|
35,000 |
|
35,000 |
|
Employee--1997 Plan |
8-9-00 |
|
4.125 |
|
3,000 |
|
3,000 |
|
Employee--1997 Plan |
1-4-01 |
|
2.00 |
|
25,000 |
|
25,000 |
|
Employee--1997 Plan |
12-27-00 |
|
2.00 |
|
11,000 |
|
7,000 |
|
Employee--1997 Plan |
1-4-01 |
|
4.125 |
|
15,000 |
|
7,000 |
|
Employee--1997 Plan |
1-4-01 |
|
2.00 |
|
6,000 |
|
6,000 |
|
Employee--1997 Plan |
1-4-01 |
|
2.00 |
|
30,000 |
|
5,000 |
|
|
|
|
|
|
1,347,525 |
|
1,095,192 |
The employee options outstanding as of June 30, 2002 vest over three to five years from the grant date, depending upon the recipient, based upon the continued provision of services as an employee. The director options granted before January 1, 2000 that are outstanding as of June 30, 2002 vest one-third on date of grant, and an additional one-third each on the first anniversary and second anniversary of the grant date, respectively, based upon the continued provision of services as a director. The director options granted after January 1, 2000 that are outstanding as of June 30, 2002 vest one-third each on the first through third anniversaries of the grant date, respectively, based upon the continued provision of services as a director. Both the employee and director options generally lapse, if unexercised, five years from the date of vesting.
16
As of June 30, 2002, we had entered into joint venture agreements with two separate oil and natural gas exploration companies. We are required under these joint venture agreements to conduct SFD surveys to identify oil and natural gas prospective prospects on selected exploration areas of up to 2,400 square miles, and our joint venture partners are required to drill each SFD-identified prospect they accept under their respective agreement.
Our recent practice with our joint venture partners has been to participate in selected prospects on a combination of working interest and overriding royalty basis, typically up to a 22.5% working interest and a 4% overriding royalty. In any situation where we elect to participate on a working interest basis, we must bear our share of mineral and drilling right acquisition (if necessary), drilling, completion and production costs incurred with respect to the prospect based upon our elected working interest percentage. Although we will bear our share of these costs, our joint venture partners will nevertheless remain responsible for conducting and managing all drilling, production and marketing activities to exploit the prospect.
On November 25, 1997, we entered into a five-year non-cancelable operating lease for our principal executive offices. This lease, which consists of 13,325 rentable square feet as of December 31, 2001, expires on January 31, 2003. Our combined obligations for base lease payments, building operating costs and other pass-through items as of June 30, 2002 was CDN $23,173 per month, which translates into US $15,284 per month based upon the closing conversion rate as of that date.
On June 1, 2000, we entered into a five-year operating lease for our hangar facility. This lease, which consists of 14,513 rentable square feet, expires May 31, 2005. Our combined monthly obligation as of June 30, 2002 was CDN $13,745, which translates into US $9,066 per month based upon the closing conversion rate as of that date. The monthly lease obligation increased 3% on June 1, 2002 and will increase 3% annually until the end of the lease term.
13. Investor Relations Options
On May 15, 2001, as additional compensation to our investor relations consultant pursuant to an investor and public relations services agreement, we granted that consultant options to purchase 155,000 common shares at $2.50 per share. The underlying agreement provided that 50,000 options would vest immediately, and an additional 35,000 options would vest upon each of the first, second and third anniversary dates of the agreement, respectively, even if the agreement was not subsequently renewed by those dates so long as NXT has not terminated this agreement for "good cause" as defined in the agreement. These options lapse, to the extent vested and unexercised, five years after the date of vesting. Pursuant to SFAS No. 123, for our six-month period ended June 30, 2002, we recorded compensation expense, as part of administrative expenses, determined in accordance with the Black-Scholes option pricing model in the amount of $17,160 ($58,720 for our six-month interim period ended June 30, 2001) in connection with the grant and vesting of these options.
We currently operate in only one business segment, oil and natural gas exploration, insofar as we intend to develop all oil and natural gas exploration prospects identified using our proprietary SFD airborne survey technology either directly for our account or indirectly for our account through working interest or overriding royalty interests through our joint venture partners. We do not currently sell or market our SFD data as a separate product to third parties.
Prior to the first quarter of 2002, the majority of our revenues were derived from interest earned on cash and cash equivalents.
17
Summarized below with respect to our three-month and six month periods ended June 30, 2002 and 2001 is geographic information relating to:
|
Three Months Ended |
United States |
Canada |
Total |
|
June 30, 2002: |
|
|
|
|
Revenues from oil and natural gas production |
$ 123,492 |
$ 58,221 |
$ 181,713 |
|
Revenues from other sources |
5,938 |
-- |
5,938 |
|
Operating loss |
$ (489,167) |
$ (294,320) |
$ (783,487) |
|
June 30, 2001: |
|
|
|
|
Revenues from oil and natural gas production |