As filed with the Securities and Exchange Commission on March 31, 2003
Securities And Exchange Commission
FORM 10-K
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[X] |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 |
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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 number: 0-24027
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ENERGY EXPLORATION TECHNOLOGIES |
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Nevada |
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61-1126904 |
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700-840-7 Avenue SW, Calgary, Alberta, Canada, |
T2P 3G2 |
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Registrant's telephone number, including area code: (403) 264-7020
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common stock, par value $0.001 per share.
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 [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this Chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act) Yes [ ] No [X]
The aggregate market value of the voting stock held by non-affiliates of the registrant as of March 26, 2003 was approximately $1,565,547 based upon the closing price per share of the registrant's common stock of $0.14 on that date.
The number of shares outstanding of the registrant's common stock as of March 26, 2003: 16,971,153 shares.
Documents Incorporated By Reference: None
Advisement
Unless specified otherwise as used herein, the terms "we," "NXT", "us" or "our" refers to Energy Exploration Technologies, its wholly owned subsidiaries and its interest in its joint ventures.
We conduct our transactions in the currency of both the United States and Canada, although we consider the United States dollar to be our functional and reporting currency. All references to "dollars" in this annual report refer to United States or U.S. dollars unless specific reference is made to Canadian or CDN dollars. The rate of exchange of Canadian dollars to United States dollars as of December 31, 2002, was CDN $1.5776 to U.S. $1. For information relative to the conversion of Canadian amounts into US dollars, see the section contained in explanatory Note 2 to our consolidated financial statements captioned "Foreign Currency Translation".
Special Note Regarding The Observations, Beliefs And Opinions Expressed In This Annual Report Relating To The Scientific Basis And Principles Of Our SFD Technology
The observations, beliefs and opinions we express in this annual report relating to the scientific basis and principles of our SFD technology, and the ability of our SFD Technology to detect subsurface conditions, represent those of our company and our management alone, and should not be construed as representing those of any third party, except to the extent expressly stated in this annual report.
Special Note Regarding Forward Looking Statements
In this annual report we have made a number of statements, which we refer to as "forward-looking statements", which generally relate to our present expectations or predictions as to the possible occurrence of future events or the existence of trends and factors that may impact our future plans and operating results. These forward-looking statements are based upon assumptions and analyses made by us in the context of our current business plan and information currently available to us and in light of our experience and perceptions of historical trends, current conditions and expected future developments and other factors we believe to be appropriate in the circumstances.
You can generally identify any forward-looking statements contained in this annual report through words and phrases such as "seek", "anticipate", "believe", "estimate", "expect", "intend", "plan", "budget", "project", "will be", "will continue", "will likely result", and similar expressions. Forward-looking statements that may be contained in this annual report would, for example, include statements relating to the timing and likelihood of success of our drilling and production plans and the performance of our joint venture partners.
Whenever you read any forward-looking statements contained in this annual report you should remain mindful that actual results may vary from the anticipated or predicted results as expressed by the forward-looking statements for a number of reasons or factors including, but not limited to, changes in our business plan and corporate strategies or those of our joint venture partners, changes in political climate and fluctuations in forecasted oil and natural gas prices. Moreover, you must read each forward-looking statement in context with, and an understanding of, the various other disclosures concerning our company and our business made elsewhere in this annual report.
Additionally, the various uncertainties and risk factors described in this annual report are not exhaustive, and new risks and uncertainties may emerge from time to time. It is not possible for us to predict all risks and uncertainties, nor can we assess the impact of all risks and uncertainties on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. Consequently, we can give you no assurance that the results or developments anticipated or predicted by us will be realized, or even if realized, that they will have the expected consequences or effects on us.
2
PART I
OVERVIEW
We are a reconnaissance exploration company that utilizes our Stress Field Detector (SFD) technology, which is a remote-sensing airborne survey technology comprised of SFD and integrated electronic data acquisition, processing and interpretation subsystems and software. Our principal executive offices are located at 700, 840 - 7 Avenue SW, Calgary, Alberta, Canada and our telephone number is (403) 264-7020.
We use our SFD to survey large exploration areas from aircraft at speeds of approximately 200 mph to identify and prioritize leads for further evaluation and potential drilling. SFD has been successfully field tested for independent geologists and joint venture partners. Our SFD affords us the relatively inexpensive ability to obtain analysis and interpretation of potential hydrocarbon prospects in a matter of days or weeks, as compared to months or years, as in the case of the seismic methods currently employed in wide-area exploration activities. These advantages can dramatically reduce finding costs as well as the exploration time cycle. Finding costs include seismic acquisition, purchasing mineral rights and drilling and completing exploration wells. Once SFD prospects are identified, highly focused conventional geological and geophysical methods are employed to evaluate the potential commercial viability of the prospects.
We conduct our activities through two wholly-owned operating subsidiaries: NXT Energy USA, Inc., which focuses on United States-based exploration and NXT Energy Canada, Inc. which focuses on Canadian-based exploration. All survey flight activities are conducted through our subsidiaries, NXT Aero USA, Inc. and NXT Aero Canada, Inc. NXT concentrates on research and development efforts to improve our SFD survey system, and oversees the operations of and provides management, financial and administrative services to our subsidiaries.
CORPORATE HISTORY
We were initially incorporated in Nevada on September 27, 1994 under the name Auric Mining Corporation. In January 1996, we acquired all of the common stock of NXT Energy USA (then known as Pinnacle Oil Inc.) from its stockholders in exchange for our common stock. As a consequence of this reverse acquisition, NXT Energy USA became our wholly-owned subsidiary and its stockholders acquired a 92% controlling interest in our common stock.
Prior to this transaction, we were a corporate shell conducting no active business, and NXT Energy USA was a development stage research and development enterprise holding world-wide rights to use the SFD technology for hydrocarbon exploration purposes. Immediately after this transaction, we changed our name to Pinnacle Oil International, Inc, and subsequently, on June 13, 2000, we changed our name to Energy Exploration Technologies.
CORPORATE OBJECTIVE
Our corporate objective is to become an industry leader in technology-driven oil and natural gas exploration. We believe our SFD technology has the potential to provide significant competitive advantages.
BUSINESS STRATEGY
Our primary objective is to become profitable and self-sustaining:
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through the development or sale of our current inventory of properties; |
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by taking the lead in identifying areas, which are most attractive for exploration, using SFD; |
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through the early acquisition of mineral rights; |
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by direct participation in selection of drilling locations; and |
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by the sale of the properties as they reach the developed stage. |
3
We believe that the majority of the value of hydrocarbon reserves is added early in the development cycle and we plan to sell the reserves as the value-adding curve begins to level off. We do not plan to be a long-term production based company, although we may hold properties after they begin production for periods of time while we wait for oil and natural gas prices to increase. Reserves will be treated as portfolio investments and will be sold off as product prices rise and held when prices drop. This strategy will require discipline and focus, as it tends to be contrary to the activities of many industry players. Also, we will need to build a financial reserve to enable us to sustain operations through the cyclical price downturns that regularly occur in this industry.
We believe that by successfully exploiting our SFD we will be able to achieve market acceptance, and access to the additional capital to fund the exploration, land acquisition and drilling efforts that will be necessary to fund our future growth and expansion.
STRESS FIELD DETECTOR TECHNOLOGY
Our SFD allows us to measure variations in energy fields, which we believe to be related to stressed subsurface structures and hydrocarbon accumulations. By analyzing these field patterns, we are able to determine the probability of locating commercially viable hydrocarbon deposits.
Subsurface mechanical stresses are caused by forces that disrupt the stress and pressure equilibrium in buried strata. Sedimentary basins consisting of relatively undisturbed flat-lying or gently dipping sediments or sedimentary rock generally maintain balanced pressure equilibrium and therefore exhibit low constant stress. Where the sedimentary package is compressed, folded, faulted, or fractured, a balanced mechanical equilibrium is not maintained. In other areas where the regional strata are characterized by non-uniform geologic layering, there appears to be exhibited higher residual stress than the surrounding regional strata.
Subsurface hydraulic stresses are caused by the presence of fluids (liquids and gases), such as water, oil and natural gas, within the strata and, more particularly, the inherent and directional pressures resulting from the relative buoyancy of the fluids. Oil and gas will percolate upwards through the strata by way of fractures or permeable strata until they either reach the surface or are stopped or trapped by a non-porous barrier, in which case they will continue to exert pressure against the trapping barrier.
While the response of our SFD to known structurally trapped accumulations is more readily demonstrated, responses to stratigraphically trapped accumulations has led us to infer that a hydraulic component of stress exists in certain trapping conditions. As a consequence, our SFD technology has practical applications as an oil and natural gas finding tool.
The exact nature of the energy fields the SFD reacts to and measures are unknown. The two known energy sources to which the SFD may respond are electromagnetic fields (i.e., of an electric, magnetic or electromagnetic character) and gravitational fields. For the reasons explained below, we believe that the energy fields we are measuring are both non-electromagnetic and non-gravitational in character.
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We have determined that when the SFD encounters changing natural or artificially-created electromagnetic fields, it does not appear to respond to the resulting changes in energy levels. As a consequence, we believe that the energy fields measured are non-electromagnetic by nature. |
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While conducting aerial surveys, the SFD is subjected to changes in horizontal and vertical acceleration arising from turbulence that exceed, by significant orders of magnitude, the changes in acceleration forces attributable to naturally occurring gravity. Since the SFD does not appear to respond to these horizontal and vertical acceleration forces, it follows that the lesser forces of acceleration associated with gravity do not affect it. As a consequence of this lack of response, we believe that the energy fields measured are non-gravitational by nature. |
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We hypothesize that the principal component of our SFD technology, which we refer to as the SFD sensor, is a passive transducer that creates and maintains a stress-related non-electromagnetic and non-gravitational energy field that interacts with stress-related non-electromagnetic and non-gravitational energy fields associated with subsurface conditions.
Our testing and development of the SFD technology to date has been almost entirely focused on an applied basis toward the identification of hydrocarbon related subsurface conditions. We have not scientifically proven our hypothesis and at this time, we do not plan to conduct more comprehensive scientific evaluations.
SFD Survey System
Our SFD technology is comprised of the following components, which we collectively refer to as our SFD survey system, used for the following functions:
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Stress Field Detector --the stress field detector or SFD is a unit, which houses the SFD sensor, the principal component of our technology. As discussed above, the SFD sensor is a passive transducer that interacts with energy fields created by subsurface stresses as our aircraft flies over those areas and registers that interaction in the form of digital electronic signals. When NXT conducts SFD surveys, we use an SFD array incorporating eight interchangeable SFD sensors, which allows us to collect eight sets of SFD signals. The ability to collect data from multiple SFD sensors is important for several reasons. First, it facilitates repeatability and signal verification, and cuts down on the need for additional SFD survey flights. Second, we use different SFD sensor designs, which allow us to collect different qualitative information. For example, one design of SFD sensor appears to better identify anomalies associated with subsurface structures, while another design appears to o ffer more information concerning faults. Finally, the SFD sensors are extremely sensitive devices, and the operational ability of any one sensor while on an SFD survey flight may be adversely impacted by a number of factors, including turbulence, the turning motion and angle of the aircraft, signal saturation or over-load, and in some cases the age of a given sensor. |
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Data Acquisition System --used in conjunction with the SFD array on surveys, our data acquisition system is a compact, portable computer system which concurrently acquires the eight electronic digital signals from the SFD array in two different data formats per sensor or sixteen signal sets in total, marks each of the signal sets with their geographic location using global positioning satellite coordinates, and then stores this information for subsequent processing and interpretation at our home base. |
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Data Processing and Interpretation Systems --once returned to our home base, the SFD data collected is processed and converted into a format that can be used by our interpretive staff. All processing is performed by our staff using computer workstations and processing software, which has been developed in-house. Once the SFD data has been processed, our geological and geophysical staff review the data, plot the flight lines, and produce computer-generated base maps using our processing software and industry standard mapping software and databases. |
How Do We Acquire SFD Data
Our SFD survey system is flown over pre-selected exploration areas at varying altitudes and from different directions. The SFD sensors interact with the constantly changing stress fields and responses are recorded in the form of digital electronic signals resembling waveforms, referred to as SFD signals. Our proprietary data acquisition system acquires and records these signals and marks their geographic location with global positioning satellites. These integrated signals are now referred to as SFD data. The SFD signals are also displayed in real time on board our survey aircraft, which allows our on-board technical crew to immediately identify areas of particular interest for further investigation.
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How Do We Interpret SFD Data
Once SFD datasets are returned to our offices, our geological and geophysical interpretive staff process the data, plot the flight lines, and produce computer-generated base maps. We then commence the following screening and interpretation process:
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First, we screen the SFD data for anomalous signals on the flight line, which we refer to as SFD anomalies. These SFD anomalies include signals from both unknown or non-producing areas that we survey as well as signals obtained over known oil and natural gas pool crossings. |
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Then our geological team puts each identified SFD anomaly into subsurface context using our in-house geological database. The SFD anomaly may then become a SFD lead should the signals of the SFD anomaly appear to coincide in proper geologic context. In other words we answer the question, "Does the anomaly make sense where it appears in the sedimentary basin?". Where we have sufficiently qualified an SFD lead with further SFD data acquired from additional surveys, we reclassify the lead as a "recommended SFD prospect" for further geological and geophysical evaluation. |
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Lastly, should the recommended SFD prospect be targeted for exploration, traditional geological and geophysical methods, usually 2D or 3D seismic, are employed to evaluate the potential commercial viability of the prospect and to pinpoint drilling sites. |
How Fast Can We Acquire And Interpret SFD Data
We conduct our SFD surveys at speeds of approximately 200 mph, and survey approximately 600 linear miles in a three-hour survey. For each survey, it takes our staff between one to two days of data processing and interpretation--including plotting flight routes, screening and analyzing anomalies, putting the anomalies in geologic context, and ranking the anomalies--to sufficiently identify and recommend the SFD prospects from that survey.
As a consequence, we are able to record and interpret approximately 600 linear miles of SFD data acquired in one SFD survey flight over a period of only a few days. By way of comparison, traditional land-based seismic crews record up to five linear miles of 2D seismic per day. Two or more weeks are then required to process the data, followed by several weeks for interpretation. As a result, it can take a minimum of six months to record and interpret 1,000 linear miles of new 2D seismic data. Greatly adding to these direct seismic expenses are the obvious opportunity costs of allowing aggressive competitors with similar seismic capabilities an equal chance to image oil and natural gas accumulations during the same six-month interpretation period.
We identify approximately twenty SFD leads on average for each three-hour survey, and ultimately on average, two or 10% of these leads are considered for further evaluation. The SFD prospects which we tender can be pool to field-sized targets that could require two to ten wells or more to exploit depending upon the accumulation. The actual number of these recommended SFD prospects that are accepted and ultimately drilled would, however, be dependent upon any number of competitive, geological and environmental variables.
Business And Geographic Segments
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 SFD technology either directly for our account or indirectly for our account through working interest or overriding royalty interests. We do not currently sell or market our SFD data or surveying services as a separate product to third parties but we are currently investigating opportunities to provide this service. For geographical segment information, see explanatory Note 16 to our consolidated financial statements included with this annual report.
6
JOINT VENTURES
Our United States exploration activities to date have been conducted principally with CamWest Exploration LLC, a privately held oil and natural gas exploration company located in Denver, Colorado. These activities were conducted through an Exploration and Joint Venture Agreement which expired in February 2003.
Our Canadian exploration activities in the past have been conducted principally through Calpine Canada Resources Limited, located in Calgary, Alberta, Canada. These activities were governed by the terms of an Exploration and Joint Venture Agreement, which expired during 2002.
We expect to form joint ventures in the future but they will be on a prospect-by-prospect basis and will be with a variety of industry partners.
ANALYSIS OF SFD SURVEY RESULTS TO DATE
The results of our drilling efforts to date have been mixed. These limited results appear to validate the effectiveness of our SFD technology insofar as most of the wells drilled have encountered hydrocarbon bearing formations, although the utility of these results in empirically validating the SFD are hindered by a number of factors. The following factors have impacted our drilling results:
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a number of drilled and cased wells have not yet been tied into gas pipelines; |
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a number of drilled wells were not completed, due to cost and distance factors; |
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a number of prospects have not been developed due to environmental considerations; |
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the process of acquiring hydrocarbon rights is highly competitive and we were outbid at auction on some propects; |
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the volatility of oil and natural gas prices experienced over the last few years has affected our ability at times to justify the economics of drilling activity; and |
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our lack of control in the past due to our minority-partner status has resulted in drilling which was not consistent with our corporate goals. |
OPERATIONAL RESULTS
During 2002, the following events occurred:
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In January, we decided to take active steps to reduce our overhead. During the next nine months, staff levels were decreased from 22 to 7 and half of the office space was subleased. Salaries for management were reduced by 50%. During this period three of the senior officers left our company. |
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In March, our Canadian property at Beiseker, Alberta, came on production from three wells and our share of production was approximately 200 thousand cubic feet of natural gas per day. |
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In late April, our U.S. production commenced from the Beta Race 22-6 well in North Dakota and our share of production was approximately 500 thousand cubic feet of natural gas per day. |
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In May, we sold our Piaggio aircraft and the associated debt was fully paid off. |
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In July, we sold our Beiseker property. |
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In August, we purchased our Adsett lands in B.C. |
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In September, drilling commenced on our Antelope Tail prospect in Wyoming. |
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In November, our Antelope Tail well was plugged and abandoned. |
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In December, our 50% partner drilled the Fincastle prospect on a farm-in basis. The well tested gas but subsequently watered-out and has been abandoned. |
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In late December, our Commander aircraft was sold and the hangar lease was terminated. |
Summary Of Exploration Costs
Summarized below are the oil and natural gas property costs we capitalized for the year ended and as of December 31, 2002 and 2001:
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Capitalized for the Years Ended December 31 |
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Capitalized As of |
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2002 |
2001 |
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2002 |
2001 |
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Acquisition costs |
$ 232,226 |
$ 573,479 |
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$ 1,268,667 |
$ 1,036,441 |
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Exploration costs |
1,380,801 |
2,813,401 |
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7,391,878 |
6,011,077 |
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Development costs |
27,681 |
55,553 |
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83,234 |
55,553 |
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Oil and natural gas properties |
1,640,708 |
3,442,433 |
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8,743,779 |
7,103,071 |
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Less depletion |
(140,122) |
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(140,122) |
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Less impairment |
(3,495,970) |
(1,616,587) |
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(5,612,387) |
(2,116,417) |
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Less dispositions |
(158,255) |
(69,096) |
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(227,351) |
(69,096) |
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Net oil and natural gas properties |
$ (2,153,639) |
$ 1,756,750 |
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$ 2,763,919 |
$ 4,917,558 |
Net proved and unproved oil and natural gas property costs are summarized below:
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Capitalized for the Years Ended |
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Capitalized as of |
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2002 |
2001 |
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2002 |
2001 |
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Proved property costs |
$ (1,363,260) |
$ 2,144,706 |
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$ 781,446 |
$ 2,144,706 |
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Unproved property costs |
(790,379) |
(387,956) |
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1,982,473 |
2,772,852 |
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$ (2,153,639) |
$ 1,756,750 |
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$ 2,763,919 |
$ 4,917,558 |
Summary Of Drilling Results
Summarized below are our drilling results relative to natural gas or oil wells in which we have an interest.
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Total Wells |
Wells |
Wells Shut-In Pending |
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Wells Abandoned Because |
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Connection |
Further |
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Dry Or |
Junked For |
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(Gross Wells / Net Wells) |
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2002: |
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United States |
1 / 0.17 |
(2) |
-- |
-- |
1 / 0.17 |
-- |
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Canada |
1 / 0.21 |
-- |
-- |
-- |
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1 / 0.21 |
-- |
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Total |
2 / 0.38 |
-- |
-- |
-- |
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2 / 0.38 |
-- |
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2001: |
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United States |
2 / 0.46 |
1 / 0.23 (2) |
-- |
1 / 0.23 |
-- |
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Canada |
3 / 0.17 |
-- |
2 / 0.11 |
-- |
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1 / 0.06 |
-- |
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Total |
5 / 0.63 |
-- |
3 / 0.34 |
-- |
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2 / 0.29 |
-- |
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2000: |
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United States |
4 / 0.69 |
-- |
2 / 0.39 |
1 / 0.15 |
-- |
1 / 0.15 |
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Canada |
8 / 1.16 |
-- |
2 / 0.23 |
3 / 0.48 |
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3 / 0.45 |
-- |
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Total |
12 / 1.85 |
-- |
4 / 0.62 |
4 / 0.63 |
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3 / 0.45 |
1 / 0.15 |
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Cumulative to date |
22 / 3.20 |
-- |
9 / 1.19 |
5 / 0.74 |
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7 / 1.12 |
1 / 0.15 |
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1. Based on rig release dates.
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Summary Of Proved Reserves
Summarized below are our proved reserves and the present value of the future net revenues (revenues less production and development costs) attributable to those reserves (before income taxes) as of December 31, 2002, as estimated by Dobson Resource Management Ltd., an independent engineering firm.
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Proved |
Proved |
Total |
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Natural Gas in thousands of cubic feet (mcf): |
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United States |
988,000 |
98,000 |
1,086,000 |
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Canada |
119,000 |
-- |
119,000 |
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Total |
1,107,000 |
98,000 |
1,205,000 |
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Oil and Condensate Barrels (bbls): |
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United States |
-- |
-- |
-- |
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Canada |
33,000 |
-- |
33,000 |
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Total |
33,000 |
-- |
33,000 |
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Future net revenue, before income taxes: |
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United States |
3,314,000 |
208,000 |
3,522,000 |
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Canada |
395,000 |
-- |
395,000 |
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Total |
3,709,000 |
208,000 |
3,917,000 |
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Present value of future net revenue, before income taxes: |
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United States |
2,000,000 |
79,000 |
2,079,000 |
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Canada |
249,000 |
-- |
249,000 |
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Total |
2,249,000 |
79,000 |
2,328,000 |
Summary Of Acreage
Summarized below is the acreage of land holdings in which we hold either direct working interest agreements, or have a right to acquire a working interest, divided between properties that are proved and are unproved.
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Proved |
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Unproved |
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Gross Acres |
Net Acres |
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Gross Acres |
Net Acres |
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Wyoming |
640 |
99 |
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48,101 |
9,375 |
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North Dakota |
640 |
108 |
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11,733 |
4,401 |
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Alberta |
320 |
72 |
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29,664 |
10,926 |
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British Columbia |
- |
- |
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8,938 |
2,886 |
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Total |
1,600 |
279 |
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98,436 |
27,588 |
Williston Basin, North Dakota, United States
We hold a 22.5% working interest in this 7,680 acre prospect located in Billings County, North Dakota. The Beta Race 22-6 well was drilled in the winter of 2001 and proved to be a commercial natural gas discovery which commenced production in April 2002 and is producing about 3 million cubic feet equivalent per day.
Green River Basin, Wyoming, United States
We have interests in three exploration blocks in the Green River basin: the Poblano/Antelope Tail block, the Gold Coast prospect, and the Horsethief Canyon prospect. We also hold prospective rights to acquire working interests in a number of other prospects in the Green River basin including Alkali Creek South and Stage Coach Draw North.
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Poblano/Antelope Tail-- We hold a combination 5.6% to 22.5% overall working interest and a 0.8% to 3.5% net overriding royalty interest on this exploration block. It consists of 34 sections in Sublette County, Wyoming. Four wells were drilled in prior years in the Poblano exploration block and encountered over-pressured gas sands in the Mesa Verde formation that have very low permeability. The wells have been suspended as uneconomic at this time.In the fall of 2002, we participated in drilling the Habanero-Federal 14-21 exploratory well on the Antelope Tail prospect. The well was plugged and abandoned at 13,995 feet. The drilling of the well earned us a 16.875% working interest in all rights from surface to basement in 3,660 gross acres of land encompassing both the Antelope Tail prospect and the southern end of the Pinedale Anticline. Our partner, CamWest, has obtained three additional permits targeting the Lance and Mesa Verde zones on the Pinedale Anticline. The 14-21 well showed the structural development predicted by SFD but the structure formed after hydrocarbon migration. |
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Gold Coast-- We hold a combination 11.25% overall working interest and a 1.6% overall net overriding royalty interest on the overall exploration block. The Gold Coast prospect consists of a 34,560-acre exploration block located in Sweetwater County, Wyoming. Two wells were drilled in prior years. One well was junked for mechanical reasons and the other was suspended as non-economic. |
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Horsethief Canyon -- We hold a combination 11.25% overall working interest and a 1.6% overall net overriding royalty interest in our Leucite Hills South prospect, located in Sweetwater County, Wyoming. A test well was drilled in 1999 by the mineral rights owner as operator in a location approximately one mile to the south of our recommended SFD prospect. This well was cased as a natural gas well. We have not ascertained the potential estimated or proven reserves of this well to date, and will not be able to do so until the well is connected to a pipeline and production tested. |
Alberta, Canada
|
- |
Monarch-- We hold a combination 22.5% overall working interest and 3.1% overall net overriding royalty interest in this 3,723 acre exploration block located in the Kehoe area of southwestern Alberta. We are considering whether to drill and explore or sell this prospect at this time. |
|
- |
Carbon-- We hold a 2.5% overall net overriding royalty interest in this 640 acre exploration block located in the Carbon area of southwestern Alberta and receive a monthly royalty. |
|
- |
Nanton-- We hold 6,560 acres at this prospect in southern Alberta. |
|
- |
Princess-- We currently own the Mannville and deeper rights to 1,280 acres in the Princess area. We hold a 22.5% working interest in this prospect. We are currently negotiating the sale of this property. |
|
- |
Reagan-- We hold a 22.5% working interest in 2,560 acres in this prospect. |
|
- |
Fincastle-- We hold 21% to 50 % interests in 1,280 acres in this prospect which targets Jurassic Sawtooth sands in the Taber area. In December 2002, a partner drilled a well on this prospect, resulting in initial gas shows but the well has since watered out and is being abandoned. |
10
British Columbia, Canada
|
- |
South Adsett-- This land was purchased in August and we are in the process of negotiating a farm-in to have it drilled. We hold a 33.3% interest in 8,235 acres. |
FUTURE ACTIVITIES
We are in the process of implementing the changes we have made to our business strategy. In the past, we were compelled by our joint venture agreements to accept our partners' decisions on which prospects were to be drilled. The prospects selected by our partners were often not the preferred SFD targets.
As a result of the low success rates achieved in those joint ventures, which have now expired, we believe that we must:
|
- |
take the lead in applying SFD to larger relatively unexplored basins, including regions outside of North America; upon identification of likely prospects, run gravity and 2D seismic to pinpoint drilling locations; |
|
- |
acquire mineral rights or negotiate participation rights, and |
|
- |
drill the selected sites, either directly or with interested joint venture partners. |
By taking control in certain circumstances, we will attempt to ensure that the following objectives are appropriately addressed:
|
- |
focus our exploration efforts on areas where SFD will be most effective; |
|
- |
expeditiously pursue seismic, land acquisition and drilling operations to prove prospects when we believe the circumstances to be warranted; |
|
- |
avoid exploration areas where we cannot acquire all prospective zones as our SFD technology cannot determine the depth of subsurface reservoirs or other potential hydrocarbon-bearing features with a sufficient degree of accuracy; and |
|
- |
avoid exploration areas with inherent technical difficulties of a nature our SFD technology cannot currently satisfactorily address, as our SFD technology cannot to date determine whether reservoirs containing SFD identified prospects have sufficient porosity and permeability to enable any hydrocarbon accumulations to be extracted in commercial quantities. |
Our future activities will be aggressively directed towards creating value from our existing lands through an active program of soliciting farm-ins, participating in the most attractive drilling prospects as well as dispositions of those prospects and reserves which we feel have limited upside potential or are not core to our plans.
Management will be seeking to monetize assets on a continuous basis to fund development efforts and working interest obligations. A number of properties have been identified as disposition candidates and are being marketed. Creating a consistent revenue stream to fund on-going operations is critical at this point and will be a prime focus for much of 2003. At the same time, we will be seeking opportunities that do not require large outlays of capital but which will enable us to earn interests in mineral rights through the application of SFD.
11
Since we use our SFD technology for wide-area oil and natural gas reconnaissance exploration, our competition would generally be described as other companies using other technologies for wide-area oil and natural gas reconnaissance exploration. The principal competitive technology in this regard is seismic, which is well accepted in the industry and has been used for over 70 years. While there are numerous seismic service companies, none use their technology for their own exploration but rather they sell the service to the oil and gas industry. The largest seismic providers to our knowledge are Compagnie Generale de Geophysique, S.A, Seitel, Inc., Veritas DGC Inc. and Petroleum Geo-Services A.S.A.
There are also a number of other technologies used in the industry for passive wide-area oil and natural gas reconnaissance exploration, including aeromagnetic, gravity surveys, ground or surface radar, satellite surveys, telemetrics and spectrum analyzers. However, we do not believe that any of these technologies have been accepted in the industry as a highly predictive general exploration tool.
To our knowledge, there are no other companies in the oil and natural gas exploration industry who commercially employ any technology similar to our SFD technology.
We have not offered SFD services to third parties in the past but we are currently considering opportunities in this aspect of the business. As our technology is unique, we feel that this may be a market which has not been tapped.
EMPLOYEES
We require specialized skill and knowledge in the identification and evaluation of prospects and in the research, development and improvement of the SFD technology. We have obtained the necessary skill and knowledge through our current employees. As of December 31, 2002, we had 7 full-time employees and 6 consultants including 3 financial staff, 2 operations staff, 1 landman, 1 geologist, 1 pilot, 1 electronics engineer, a research scientist holding a Ph.D. in micro-electronics and 3 administrative staff.
RESEARCH AND DEVELOPMENT
Our research and development activities have focused on developing, improving and testing our SFD survey system and related components. We are expending a small amount of resources annually to continuously improve the technology as our major effort now is on practical applications. Research and development expenses in 2002 were $152,862, $418,422 IN 2001 AND $368,249 IN 2000.
MANUFACTURING CAPACITY AND SUPPLIERS
We are not dependent upon any third party contract manufacturers or suppliers to satisfy our technology requirements. Our SFD sensors and the SFD unit in which they are incorporated are custom designed, fabricated and assembled in-house. The customized software used in our data acquisition system are written and modified by outside consulting programmers with whom we have long-standing relationships. The computer hardware we use in our SFD survey systems (other than the SFD unit), and the balance of the computer software we use, are all readily available from retail or wholesale sources.
12
We have four wholly-owned operating subsidiaries: NXT Energy USA, Inc. and NXT Aero USA, Inc., Nevada corporations formed on October 20, 1995 and August 28, 2000, respectively; and NXT Energy Canada, Inc. and NXT Aero Canada, Inc., federal Canadian corporations formed on April 1, 1997 and October 30, 2000, respectively. NXT Energy USA focuses on United States-based exploration and NXT Energy Canada focuses on Canadian-based exploration. All survey flight activities are conducted through NXT Aero USA and NXT Aero Canada.
GOVERNMENTAL AND ENVIRONMENTAL REGULATION
SFD Survey Flight Operations
The operation of our business, namely, conducting aerial SFD surveys and interpreting SFD data, is not subject to material governmental or environmental regulation with the exception of flight rules issued by the Federal Aviation Administration (for activities in the United States) and Transport Canada (for activities in Canada) governing the use of private aircraft, including rules relating to low altitude flights.
Oil And Gas Exploration And Development Projects
The oil and natural gas industry in general is subject to extensive controls and regulations imposed by various levels of the federal and state governments in the United States and federal and provincial governments in Canada. In particular, oil and natural gas exploration and production is subject to laws and regulations governing environmental quality and pollution control, limits on allowable rates of production by well or proration unit, and other similar regulations. Laws and regulations are generally intended to prevent the waste of oil and natural gas, to protect rights to produce oil and natural gas between owners in a common reservoir, to control the amount of oil and natural gas produced by assigning allowable rates of production, and to reduce contamination of the environment. Environmental regulations affect our operations on a daily basis. Drilling in certain areas has been opposed by environmental groups and, in certain areas, has been restricted. We believe that the trend to stricter en vironmental legislation and regulations will continue.
We do not expect that any of these government controls or regulations will affect projects in which we participate in a manner materially different than they would affect other projects of similar size or scope of operations. All current legislation is a matter of public record and we are not able to accurately predict what additional legislation or amendments may be enacted. Governmental regulations may be changed from time to time in response to economic or political conditions. Any laws enacted or other governmental action taken which prohibit or restrict onshore and offshore drilling or impose environmental protection requirements that result in increased costs to the oil and natural gas industry in general would have a material adverse effect on our business, financial condition and results of operations.
OPERATING HAZARDS
SFD Survey Flight Operations
The operations of SFD survey flights are subject to the usual hazards incident to general and low-level flight operations. These hazards can cause personal injury and loss of life, as well as severe damage to and destruction of property. While we maintain general business insurance coverage, we do not carry insurance specific to the operation of a third party aircraft although we are currently investigating this type of insurance. If we were unable to procure insurance for our flight operations at an acceptable cost, the occurrence of a significant adverse aircraft accident not fully insured or indemnified against could have a material, adverse effect on our business, financial condition and results of operations.
13
Oil And Gas Exploration And Development Projects
The oil and natural gas exploration and development projects in which we participate will be subject to the usual hazards incident to the drilling of oil and natural gas wells, including the risk of fire, explosion, blow-out, pipe failure, casing collapse, abnormally pressured formations and environmental hazards such as oil spills, gas leaks, ruptures and discharges of toxic gases. These hazards can cause personal injuries or loss of life, severe damage to or destruction of property, natural resources and equipment, pollution or other environmental damage, clean-up responsibilities, regulatory investigation and penalties and suspension of operations.
The project operator will, in accordance with prevailing industry practice, maintain insurance against some, but not all, of these risks. The insurance maintained by the project operator generally would not cover claims relating to failure of title to oil and natural gas leases, trespass during survey acquisition or surface damage attributable to seismic operations, or business interruption, nor would it protect against loss of revenues due to well failure. There can be no assurance that any insurance obtained by the project operator covering claims related to worker's compensation, comprehensive general liability for bodily injury and property damage, comprehensive automobile liability and pollution, cleanup, underground blowout and evacuation will be adequate to cover any losses or liabilities which may be incurred within projects in which we participate. We also cannot predict the continued availability of insurance coverage or the availability of insurance at premium levels that justify its purchase.
In cases where we have direct liability as a result of our participation on a working interest basis, the failure or inability of the project operator to procure insurance at an acceptable cost or the occurrence of a significant adverse event not fully insured or indemnified against could have a direct material, adverse effect on our business, financial condition and results of operations. In these cases, our exposure will be commensurate with our participation percentage.
While we would have no direct liability in cases where our participation is limited to an overriding royalty interest, the failure or inability of the project operator to procure insurance at an acceptable cost or the occurrence of a significant adverse event not fully insured or indemnified against could have an indirect material, adverse effect on our business, financial condition and results of operations to the extent it adversely affects our joint venture partner's ability to complete current projects or explore for and develop additional projects.
SFD TECHNOLOGY LICENSE
Our rights to use our SFD technology arises from an SFD technology license granted to us by Momentum Resources
Corporation, known throughout this report as Momentum Resources, the owner of the SFD, pursuant to which we hold the exclusive worldwide right to use, possess and control the SFD for hydrocarbon identification and exploration purposes and any SFD data derived from that use for the same purpose. We control all of the data acquisition, processing and interpretation systems used with the SFD for hydrocarbon identification and exploration purposes.
The terms of our license are set forth in an SFD License Agreement dated December 31, 2000 among us, Momentum Resources, and Messrs. George Liszicasz and R. Dirk Stinson, which supercedes prior licenses granted on August 1, 1996 and April 3, 1998. Momentum Resources is a Bahamas corporation that is indirectly owned and controlled by Messrs. Liszicasz and Stinson. Mr. Liszicasz, who is the inventor of the SFD technology, is also our largest shareholder and the Chief Executive Officer and a director of our company. Mr. Stinson is our second largest shareholder, a past director and officer and has commenced litigation against us as further described below in "Legal Proceedings".
The material terms of the SFD License Agreement, as most recently amended, are summarized as follows:
14
|
- |
We hold a license to the exclusive worldwide right to use, possess and control all SFDs created prior to December 31, 2000, as well as any enhanced or improved versions designed, fabricated and assembled subsequently by our research and development team. |
|
|
- |
Momentum Resources retains title to the SFD technology and all SFDs we manufacture or control, although it is not entitled to possession of these devices until the expiration of the license. |
|
|
- |
We are also entitled to the exclusive use of all SFD data and signals generated by our SFDs for hydrocarbon identification and exploration purposes only. |
|
|
- |
All amounts we expend in SFD research and development or in manufacturing SFD units will, in conformity with prior practice, be offset against any royalties payable to Momentum Resources at the rate of $1 of offset per $2 of royalties, not to exceed $50,000 per quarter plus an amount determined in accordance with budgetary considerations. During the last three fiscal years we have spent approximately $940,000 on research and development. |
|
|
- |
We are obligated to pay Momentum Resources an SFD Royalty, calculated on a prospect-by-prospect basis and payable quarterly, equal to 5% of the Net SFD Profits associated with that prospect. Net SFD Profits generally refer to all revenues from a prospect, including both from the sale of petroleum substances extracted or the sale of the prospect itself, and also including revenues from joint venture partners such as gross overriding royalties, net of all costs and expenses paid by us to identify, acquire, develop, complete, and connect the prospect and to extract petroleum substances, including associated financing costs. As of March 26, 2003, no royalties have been earned by Momentum Resources. |
|
|
- |
In addition to the noted royalty payments, we are obligated to grant Momentum Resources performance warrants entitling it to purchase 16,000 unregistered common shares for each month in which gross production from SFD prospects, in which we have an interest, exceeds 20,000 barrels of hydrocarbons subject to all securities laws and regulatory approvals. The exercise price for these warrants will be the fair market value of the common shares as determined by reference to the closing price on the last business day of the quarter of the calculation (or such other calculation as set out in the agreement), and the warrants lapse to the extent unexercised three years from the date of grant. We are not, under any circumstances, obligated to grant warrants which would entitle the holders to acquire more than 8% of the common shares, after taking into consideration outstanding unexercised warrants. As of the date of this annual report, no performance warrants have been earned by Momentum Resources. |
|
|
- |
Momentum Resources is prohibited during the term of the license from engaging in the identification or exploitation of hydrocarbons for its own account, and cannot grant any license or sublicense to any third party to use SFDs or SFD data for the identification or exploitation of hydrocarbons. |
|
|
- |
The initial term of the license expires on December 31, 2005, however, it renews automatically for additional one year terms unless we give written notice to Momentum Resources, no later than 60 days prior to the expiration of the pending term, of our election not to automatically renew the license. We must obtain the approval of a majority of our disinterested directors and disinterested shareholders in order to take any action to terminate the license. |
|
|
- |
Momentum Resources, in turn, reserves the right to terminate the SFD technology license (with at least a 90 day grace period after notice of default) upon the occurrence of any of the following events: |
|
|
|
- |
our failure to make any payment required under the license; |
|
|
- |
our abandonment or discontinuance of the oil and natural gas exploration or exploitation business; |
|
|
- |
our dissolution or liquidation; |
|
|
- |
our assignment of our assets for the benefit of our creditors, or our filing for bankruptcy, or the appointment of a receiver for our business or property; or |
|
|
- |
our failure to perform any other material covenant, agreement or term of the license. |
|
- |
We are also prohibited from amending or modifying the license without the consent of a majority of our non-Momentum Resources related directors and, should the amendments when taken as a whole, be deemed to be materially adverse to us, by a majority of our non-Momentum Resources related shareholders. |
|
FACILITIES
Our principal executive office and research and development facilities are located at 700-840-7 Avenue SW, Calgary, Alberta, T2P 3G2. Our lease on these premises expired on January 31, 2003. Virtus Energy Ltd. assumed the main lease and we agreed to sub-lease our space from them. As of the date of this report, terms of the sub-lease have been finalized but no contract has been entered into. Our facilities, consisting of approximately 5,500 square feet, are sub-leased for an eighteen-month term extending through July 31, 2004. Our combined obligations for base lease payments and building operating cost and other pass-through items under this lease is approximately CDN $10,000 per month. We also maintain executive office facilities in Las Vegas, Nevada, for United States operational requirements, which we rent for a nominal amount. We believe that all of our current facilities are adequate for our needs for the foreseeable future.
Due to the sale of both of our aircraft during 2002, we terminated our hangar lease.
SURVEY AIRCRAFT
As we have recently developed a universal platform for our SFD equipment that can be readily installed into most types of aircraft, we no longer require custom fitted airplanes and have sold both our planes. On May 1, 2002, we completed the sale of our Piaggio Avanti P180 aircraft to a third party for approximately $2,600,000, and net proceeds of approximately $1,000,000 after settlement of principal and interest due on the related asset based loan. On December 24, 2002, we completed the sale of our Commander aircraft to a third party for approximately $150,000. We intend to lease airplanes as needed to conduct surveys.
PETROLEUM PROPERTIES
For a description of our petroleum properties, see the sections of this annual report captioned "Business--Summarized Exploration Information" and "Business--Description Of Exploration Properties And Programs" and explanatory Notes 5, 16 and 17 of our consolidated financial statements included at the end of this annual report.
ITEM 3. LEGAL PROCEEDINGS
On November 27, 2002, we were served a Statement of Claim which had been filed on November 25, 2002, in the Court of Queen's Bench of Alberta, Judicial District of Calgary (Action No. 0201-19820), naming Energy Exploration Technologies Inc. and George Liszicasz as defendants. Mr. Dirk Stinson, the plaintiff, alleges that NXT failed to pay him compensation under a consulting agreement and further alleges that NXT, without lawful justification, obstructed Mr. Stinson from trading his shares of NXT. Mr. Stinson is seeking, among other things, damages in the amount of $1,614,750 and an injunction directing NXT to instruct our transfer agent to immediately remove the legend from Mr. Stinson's shares. On December 10, 2002, we filed our Statement of Defence and are awaiting on the Plaintiff to take further action on this matter. At the time of the filing of this suit, Mr. Stinson was a major shareholder of our common stock. He is a past President and director of NXT and is currently a director and shareholde r of Momentum Resources.
We believe the claim against us is without merit and intend to vigorously defend ourselves against the claim and will seek an expeditious dismissal of the claim.
16
On March 18, 2003, we were served a Statement of Claim which had been filed on March 14, 2003, in the Court of Queen's Bench of Alberta, Judicial District of Calgary (Action No. 0301-04309), naming Glen Coffey, Murray's Aviation Repairs (1980) Ltd., Energy Exploration Technologies, its wholly-owned subsidiary, NXT Energy Canada, Inc., Dennis Wolsky, as Administrator of the Estate of Jerry Wolsky, deceased and Embassy Aero Group Ltd. as defendants. Tops Aviation Ltd., Spartan Aviation Inc. and John Haskakis (the "Plaintiffs") allege that the defendants were negligent and in breach of a Ferry Flight Contract between one or some of the defendants and one or some of the Plaintiffs under which Mr. Jerry Wolsky was to deliver a Piper Twin Comanche aircraft to Athens, Greece. The aircraft crashed in Newfoundland enroute to Athens killing Mr. Wolsky. The Plaintiff is seeking, among other things, damages in the amount of $450,000 Cdn for loss and damages to the aircraft and cargo; and damages in re spect to search and rescue expenses, salvage, storage, transportation expenses and pollution and contamination expenses.
Neither we nor our subsidiary, NXT Energy Canada, Inc., were parties to the Ferry Flight Contract. We believe the claim against us and our subsidiary is without merit and intend to vigorously defend ourselves against the claim and will seek an expeditious dismissal of the claim.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
The Annual Meeting of Shareholders was held on September 20, 2002, at which the following items were voted upon:
1.The following directors were elected to the board of directors to hold such position until the next annual meeting of the shareholders or until their successor is duly elected and qualified:
|
Voting Results |
For |
Against |
Abstain |
|
Donald Foulkes |
9,685,222 |
0 |
11,500 |
|
Dennis R. Hunter |
9,685,222 |
0 |
11,500 |
|
George Liszicasz |
9,672,822 |
12,400 |
11,500 |
|
Douglas Rowe |
9,685,222 |
0 |
11,500 |
|
Robert Van Caneghan |
9,685,222 |
0 |
11,500 |
2. The 2000 Pinnacle Oil International, Inc. Directors' Stock Option Plan was approved and adopted. Under this plan, the Compensation Committee, acting as the plan administrator, is authorized to issue up to 400,000 shares of our common stock. The plan does not mandate a formula for the pricing of options, however, the Compensation Committee has recently adopted a standard for the granting of options. Generally, all options vest over a three-year period in thirds with each third vesting on the first through third anniversary of the grant. All unexercised options expire on the fifth anniversary of the grant. The exercise price of the option is generally priced at the closing price of our common stock on the date of grant.
|
Voting Results |
For |
Against |
Abstain |
|
9,562,251 |
124,091 |
10,380 |
3. The shareholders ratified the appointment of Deloitte & Touche LLP as our auditors, who have been our auditors since July 9, 2002.
|
Voting Results |
For |
Against |
Abstain |
|
|
9,693,522 |
2,000 |
1,200 |
There were no broker non-votes with respect to any matter presented for vote at our annual meeting.
17
ITEM 5. MARKET PRICE OF AND DIVIDENDS ON OUR COMMON SHARES AND RELATED SHAREHOLDER MATTERS MARKET INFORMATION
Our common shares currently trade over-the-counter on the OTC Bulletin Board under the trading symbol "ENXT". The following table lists, by calendar quarter, the volume of trading and the high and low sales prices of our common shares for each of the periods indicated.
|
|
|
Sales Price |
|
|
Period |
Volume |
High |
Low |
|
2001: |
|
|
|
|
First Quarter |
489,200 |
$8.00 |
$2.12 |
|
Second Quarter |
532,500 |
$3.50 |
$1.50 |
|
Third Quarter |
701,700 |
$4.05 |
$1.65 |
|
Fourth Quarter |
530,300 |
$2.65 |
$0.90 |
|
2002: |
|
|
|
|
First Quarter |
1,282,300 |
$1.50 |
$0.55 |
|
Second Quarter |
757,800 |
$1.10 |
$0.32 |
|
Third Quarter |
1,622,700 |
$0.68 |
$0.25 |
|
Fourth Quarter |
4,236,300 |
$0.44 |
$0.06 |
The closing price for our common shares on the OTC Bulletin Board as of March
26, 2003 was $0.14. These over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.A shareholders' list provided by our transfer agent showed 130 registered shareholders and 16,971,153 common shares outstanding as of March 26, 2003. We estimate that there are approximately 1,350 beneficial holders of our common shares, based upon information provided by our stock transfer agent in anticipation of our upcoming annual meeting of shareholders to be held on June 20, 2003. There were also outstanding as of that date 800,000 series 'A' preferred shares, held by one shareholder, for which no trading market presently exists. These series 'A' preferred shares are convertible into approximately 2,368,762 common shares as of the date of this annual report.
DIVIDEND POLICY
We have never paid any cash dividends on shares of our capital stock, and we do not anticipate that we will pay any dividends in the foreseeable future. Our current business plan is to retain any future earnings to finance the expansion and development of our business. Any future determination to pay cash dividends will be at the discretion of our board of directors, and will be dependent upon our financial condition, results of operations, capital requirements and other factors as our board may deem relevant at that time.
EQUITY COMPENSATION PLANS
|
Plan Category |
Number of securities to be issued upon exercise of outstanding options, warrants and rights(5) |
Weighted average exercise price of outstanding options, warrants and rights |
Number of securities remaining available for future issuance under equity compensation plans (1) |
|
|
Independent Option Grants (3) |
120,000 |
$2.00 |
0 |
|
|
1997 Pinnacle Oil International, Inc. Employee Stock Option Plan (2) |
632,042 |
$1.15 |
867,958 |
|
|
1999 Pinnacle Oil International, Inc. Executive Stock Option Plan (3) |
520,800 |
$2.00 |
479,200 |
|
|
2000 Pinnacle Oil International, Inc. Director Stock Option Plan (4) |
240,000 |
$1.12 |
160,000 |
|
|
|
|
|||
|
(1) |
Excluding securities reflected "Number of securities to be issued upon exercise of outstanding options, warrants and rights" |
|||
|
(2) |
Approved by security holders on July 25, 1997. |
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|
(3) |
Not approved by our shareholders. |
|||
|
(4) |
Approved by security holders on September 20, 2002. |
|||
|
(5) |
Outstanding as of March 27, 2003. |
|||
Independent Option Grants
The following individuals hold independent stock option certificates:
On May 12, 1997, we granted stock options to Mr. Clive Boulton, then a director of NXT Energy Canada, Inc., entitling him to purchase 30,000 shares of our common stock. The exercise price for the options was $5.81 per share which corresponded with the trading price of the common stock as of the date of grant. The options were subject to vesting conditions based upon continued performance of services as a director, pursuant to which one-third of the granted options vested on the date of grant, and one-third of the granted options would prospectively vest on each of the first and second anniversaries of the date of grant, respectively. Each vested increment of the noted options was to expire five years from date of vesting, except that vested options expire, if earlier, one year after the date on which a director's service is terminated. All of these options were fully vested as of Mr. Boulton's last day as a director. 10,000 of these options expire on May 5, 2003 and the remaining options will expire on Ju ne 20, 2003. On January 3, 2001 as part of a broader arrangement for all of our then serving employees, our Board approved the cancellation of the foregoing outstanding options, and the grant of new options to Mr. Boulton on the same terms (including number of shares, vesting, term and lapse) as the original grant, with the exception of the exercise price, which would be fixed at the closing price for our common stock as of the close of business on July 5, 2001 (subsequently fixed at $2).
On May 20, 1997, we granted stock options to Mr. Liszicasz, our Chairman and Chief Executive Officer, entitling him to purchase 45,000 shares of our common stock. The exercise price for the options was $5.25 per share which corresponded with the trading price of the common stock as of the date of grant. The options were subject to vesting conditions based upon continued performance of services as a director, pursuant to which one-third of the granted options vested on the date of grant, and one-third of the granted options would prospectively vest on each of the first and second anniversaries of the date of grant, respectively. All of these options are fully vested with 30,000 of these options set to expire in May of 2003. Each vested increment of the noted options expires five years from date of vesting, except that vested options expire, if earlier, one year after the date on which a director's service is terminated. On January 3, 2001 as part of a broader arrangement for all of our then serving employe es, our Board approved the cancellation of the foregoing outstanding options, and the grant of new options to Mr. Liszicasz on the same terms (including number of shares, vesting, term and lapse) as the original grant, with the exception of the exercise price, which would be fixed at the closing price for our common stock as of the close of business on July 5, 2001 (subsequently fixed at $2).
19
On March 10, 1998, we granted stock options to Mr. Lorne Carson, then a director of NXT, entitling him to purchase 45,000 shares of our common stock. The exercise price for the options was $5.31 per share which corresponded with the trading price of the common stock as of the date of grant. The options were subject to vesting conditions based upon continued performance of services as a director, pursuant to which one-third of the granted options vested on the date of grant, and one-third of the granted options would prospectively vest on each of the first and second anniversaries of the date of grant, respectively. Each vested increment of the noted options was to expire five years from date of vesting, except that vested options expire, if earlier, one year after the date on which a director's service is terminated. All of these options were fully vested as of Mr. Carson's last day as a director. 15,000 of these options expire on May 5, 2003 and the remaining options will expire on May 9, 2003. On Januar y 3, 2001 as part of a broader arrangement for all of our then serving employees, our Board approved the cancellation of the foregoing outstanding options, and the grant of new options to Mr. Liszicasz on the same terms (including number of shares, vesting, term and lapse) as the original grant, with the exception of the exercise price, which would be fixed at the closing price for our common stock as of the close of business on July 5, 2001 (subsequently fixed at $2).
1999 Pinnacle Oil International, Inc. Executive Stock Option Plan
Our board of directors approved the 1999 Pinnacle Oil International, Inc. Executive Stock Option Plan on April 27, 1999. Under the plan, the plan administrator may issue up to 1,000,000 common shares to executive officers who are a natural person and an employee. All options outstanding under this plan are held by either Mr. Jim Ehrets or Mr. Daniel Topolinsky, who are no longer employees. Under the plan, Mr. Ehrets and Mr. Topolinsky have two years from their last day of employment to exercise any options which had vested prior to the end of their employment.
The Stock Option Plan is intended to attract, compensate and motivate selected executives providing them with the opportunity to share in the potential capital appreciation in NXT's stock.
Under the terms of this stock option plan, the Plan Administrator may issue Stock Options. Each issuance of an award shall be deemed to vest immediately upon issuance and shall expire on the first business day prior to the tenth anniversary of the issuance, unless otherwise outlined in the agreement underlying the issuance.
The Plan Administrator fixes the exercise price for issuances in the exercise of its sole discretion, except that the exercise price for an incentive stock option must be at least the fair market value per share of the common stock at the date of grant (as determined by the plan administrator in good faith), or in the case of greater-than ten percent shareholders, at least one hundred ten percent of the fair market value per share. At this time, the Plan Administrator has not formalized a methodology as to the setting of exercise prices. The exercise price may be paid in cash or, with the approval of the Plan Administrator, by other means, including withholding of option shares or delivery of previously held shares.
Unless otherwise provided for in the agreement underlying the issuance, upon the termination of the recipient of the issuance, the expiry date of the vested portions of the issuance shall be accelerated to 30 days after the effective date of termination. Any unvested portions of the issuance shall expire upon termination. All issuances under this stock option plan made to date have a termination clause for vested portions of the issuance of two years from the date of termination.
Should the recipient pay the exercise price of their stock options with shares of NXT common stock previously held by them, then, at the discretion of the Plan Administrator, replacement stock options may be issued to the recipient to purchase shares equal to the number of shares of common stock delivered to NXT as payment of the exercise price. These stock options shall vest immediately, have an exercise price equal to the fair market value of the common stock on the date of conversion and shall expire on the same date as the original stock option.
20
ITEM 6. SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following tables present selected historical consolidated financial data for each of our five most recent annual fiscal periods ended December 31, derived from our consolidated financial statements prepared in accordance with United States generally accepted accounting principles.
The selected statement of loss and comprehensive loss data set forth below for our fiscal period ended December 31, 2002 and the selected balance sheet data set forth below as of December 31, 2002, have been derived from our consolidated financial statements audited by Deloitte & Touche LLP, independent auditors, as indicated in their report contained in the consolidated financial statements included as part of this annual report.
The selected statement of loss and comprehensive loss data set forth below for our fiscal periods ended December 31 2001 and 2000 and the selected balance sheet data set forth below as of December 31, 2001 and 2000, have been derived from our consolidated financial statements audited by Arthur Andersen LLP, independent chartered accountants, as indicated in their report contained in the consolidated financial statements included as part of this annual report.
The selected statement of loss and comprehensive loss data set forth below for our fiscal periods ended December 31, 1999 and December 31, 1998 and the selected balance sheet data set forth below as of December 31, 1999 and December 31, 1998 are derived from our audited consolidated financial statements not included in this annual report.
The following selected financial data should be read in conjunction with our consolidated financial statements and the explanatory notes to those statements included as part of this annual report, as well as the section of this annual report captioned "Management's Discussion and Analysis of Financial Condition and Results of Operations".
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|
Year Ended December 31, |
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2002 |
2001 |
2000 |
1999 |
1998 |
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|
|
|
|
|
|
|
||
|
Operating revenues |
$ 529,575 |
$ - |
$ -- |
$ -- |
$ -- |
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|
Operating expense: |
|
|
|
|
|
||
|
|
Oil and natural gas operating expenses |
154,425 |
-- |
-- |
-- |
-- |
|
|
|
Administrative |
1,593,674 |
1,542,013 |
1,529,946 |
1,132,390 |
979,119 |
|
|
|
Depletion and impairment of oil and natural gas properties |
3,636,092 |
1,616,587 |
499,830 |
-- |
-- |
|
|
|
Amortization and depreciation |
239,766 |
336,924 |
343,225 |
171,494 |
71,919 |
|
|
|
Research and development |
152,862 |
418,422 |
368,249 |
272,489 |
57,823 |
|
|
|
Survey support |
167,296 |
314,770 |
245,717 |
287,632 |
193,759 |
|
|
|
Survey operations and data analysis |
12,000 |
97,586 |
26,578 |
30,354 |
30,026 |
|
|
|
Write-down of assets |
226,803 |
18,533 |
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