EX-99.1 2 fins.htm CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE SECOND QUARTER ENDED JUNE 30, 2015 CA Filed by Filing Services Canada Inc. 403-717-3898

 
 
 
 
 
 
 
 
 
NXT ENERGY SOLUTIONS INC.
 
Consolidated Financial Statements
 
 
 
As at and for the three and six month
period ended June 30, 2015

 

   
   

 

 

NXT ENERGY SOLUTIONS INC.
Consolidated Balance Sheets
(Unaudited - expressed in Canadian dollars)
               
             
          June 30, December 31,  
          2015 2014  
               
Assets            
             
Current assets            
  Cash and cash equivalents       $    1,292,163 $          50,635  
  Short-term investments       2,261,060 5,173,430  
  Restricted cash       99,000 -  
  Accounts receivable       367,665 248,930  
  Work-in-progress       1,770,046 -  
  Prepaid expenses and deposits       919,118 338,644  
               
        6,709,052 5,811,639  
Long term assets            
  Property and equipment       628,522 237,464  
             
        $    7,337,574 $    6,049,103  
             
             
Liabilities and Shareholders' Equity            
             
Current liabilities            
  Accounts payable and accrued liabilities       $    1,359,531 $       782,626  
  Deferred revenue       3,298,663 -  
               
        4,658,194 782,626  
               
Long term liabilities            
  Asset retirement obligation       50,500 50,000  
             
        4,708,694 832,626  
Commitments and contingencies [note 9]            
Subsequent event [note 12]            
             
Shareholders' equity            
  Common shares [note 3]: - authorized unlimited            
       Issued:  45,065,509 (2014 - 44,958,843) common shares       65,953,021 65,792,307  
  Preferred shares [note 4]: - authorized unlimited            
       Issued: 8,000,000 (2014 - 8,000,000) Preferred shares       232,600 232,600  
  Contributed capital       6,757,641 6,400,789  
  Deficit       (71,025,317) (67,920,154)  
  Accumulated other comprehensive income       710,935 710,935  
             
        2,628,880 5,216,477  
             
        $    7,337,574 $    6,049,103  
               
               
  Signed "George Liszicasz"       Signed "Mickey Abougoush"  
  Director        Director  
               
The accompanying notes are an integral part of these consolidated financial statements.  

 

 

   
   

 

NXT ENERGY SOLUTIONS INC.
Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
(Unaudited - expressed in Canadian dollars)
               
               
    For the three months   For the six months  
    ended June 30,   ended June 30,  
               
    2015 2014   2015 2014  
               
Revenue            
               
  Survey revenue [note 10] $                   - $                   -   $                    - $    3,913,367  
               
Expense            
               
  Survey costs 228 10,637   25,668 343,825  
  General and administrative 951,870 1,047,939   2,076,432 1,995,467  
  Stock based compensation expense [note 6] 228,000 150,000   422,000 281,000  
  Amortization of property and equipment 18,830 15,384   34,355 30,313  
               
    1,198,928 1,223,960   2,558,455 2,650,605  
               
Other expense (income)            
               
  Interest (income), net (5,070) (8,413)   (15,431) (16,040)  
  Foreign exchange (gain) loss 16,368 62,057   7,302 (96,602)  
  Feasibility study and other expenses 298,702 8,857   476,774 33,332  
  Increase in fair value of US$ Warrants [note 7] - -   - 42,800  
               
    310,000 62,501   468,645 (36,510)  
               
Income (loss) before income taxes (1,508,928) (1,286,461)   (3,027,100) 1,299,272  
Income tax expense 78,063 -   78,063 -  
               
Net income (loss) and comprehensive income (loss) $ (1,586,991) $ (1,286,461)   $  (3,105,163) $    1,299,272  
               
               
Earnings (loss) per share [note 5]            
  Basic $           (0.04) $           (0.03)   $            (0.07) $              0.03  
  Diluted $           (0.04) $           (0.03)   $            (0.07) $              0.02  
               
               
               
The accompanying notes are an integral part of these consolidated financial statements.  

 

   
   

 

NXT ENERGY SOLUTIONS INC.
Consolidated Statements of Cash Flows
(Unaudited - expressed in Canadian dollars)
               
               
    For the three months   For the six months  
    ended June 30,   ended June 30,  
               
    2015 2014   2015 2014  
               
Cash provided by (used in):            
               
Operating activities            
               
Comprehensive income (loss) for the period $ (1,586,991) $ (1,286,461)   $  (3,105,163) $    1,299,272  
Items not affecting cash:            
  Stock-based compensation expense 228,000 150,000   422,000 281,000  
  Amortization of property and equipment 18,830 15,384   34,355 30,313  
  Increase in fair value of US$ Warrants - -   - 42,800  
  Accretion of asset retirement obligation 500 -   500 -  
Asset retirement obligations paid - (1,532)   - (1,532)  
               
    247,330 163,852   456,855 352,581  
    (1,339,661) (1,122,609)   (2,648,308) 1,651,853  
Change in non-cash working capital balances [note 8] 1,260,604 1,018,278   1,113,622 (2,789,330)  
               
Net cash from (used in) operating activities (79,057) (104,331)   (1,534,686) (1,137,477)  
               
               
Financing activities            
               
Proceeds from exercise of US$ Warrants - 52,694   - 2,735,995  
Proceeds from exercise of stock options 90,500 -   95,566 145,115  
               
Net cash generated by financing activities 90,500 52,694   95,566 2,881,110  
               
               
Investing activities            
               
Purchase of property and equipment (371,118) (3,032)   (425,413) (3,032)  
Decrease (increase) in short-term investments 1,289,229 (2,373,413)   2,912,370 (3,380,973)  
Decrease (increase) in restricted cash (99,000) 1,952   (99,000) (173)  
Change in non-cash working capital balances [note 8] 292,691 -   292,691 -  
               
Net cash from (used in) investing activities 1,111,802 (2,374,493)   2,680,648 (3,384,178)  
               
Net increase in cash and cash equivalents 1,123,245 (2,426,130)   1,241,528 (1,640,545)  
Cash and cash equivalents, beginning of the period 168,918 4,105,212   50,635 3,319,627  
               
Cash and cash equivalents, end of the period $   1,292,163 $   1,679,082   $    1,292,163 $    1,679,082  
               
               
Supplemental information            
               
  Cash interest (received) (5,070) (8,413)   (21,008) (16,040)  
  Cash taxes paid $                   - $                   -   $                    - $                    -  
               
               
The accompanying notes are an integral part of these consolidated financial statements.  

 

   
   

 

NXT ENERGY SOLUTIONS INC.
Consolidated Statements of Shareholders' Equity
(Unaudited - expressed in Canadian dollars)
               
               
          For the six months  
          ended June 30,  
               
          2015 2014  
               
Common Shares            
             
Balance at beginning of the period       65,792,307 61,340,321  
Issued upon exercise of  US$ Warrants [note 3(ii)]       - 2,735,995  
Issued upon exercise of stock options       95,566 145,115  
Transfer from contributed capital upon exercise of stock options       65,148 84,598  
Transfer from fair value of US$ Warrants            
  upon exercise of US$ Warrants [note 7]       - 1,280,800  
             
Balance at end of the period       65,953,021 65,586,829  
             
Preferred Shares            
             
Balance at beginning and end of the period       232,600 232,600  
             
Contributed Capital              
             
Balance at beginning of the period       6,400,789 5,889,914  
Recognition of stock based compensation expense       422,000 281,000  
Contributed capital transferred to common shares            
   pursuant to exercise of stock options       (65,148) (84,598)  
             
Balance at end of the period       6,757,641 6,086,316  
             
Deficit            
             
Balance at beginning of the period       (67,920,154) (66,356,793)  
Net income (loss) and comprehensive income (loss) for the period       (3,105,163) 1,299,272  
             
Balance at end of the period       (71,025,317) (65,057,521)  
             
Accumulated Other Comprehensive Income            
             
Balance at beginning and end of the period       710,935 710,935  
             
             
Total Shareholders' Equity at end of the period       $      2,628,880 $      7,559,159  
               
The accompanying notes are an integral part of these consolidated financial statements.  
 

 

 

   
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NXT ENERGY SOLUTIONS INC.

Notes to the Consolidated Financial Statements

As at and for the three and six month periods ended June 30, 2015

(Unaudited - expressed in Canadian dollars unless otherwise stated)

 

1.The Company

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

NXT's proprietary Stress Field Detection ("SFD®") technology is an airborne survey system that is used in the oil and natural gas exploration industry to help aid in identifying areas with hydrocarbon reservoir potential. Specific rights to this technology were acquired from NXT's current Chief Executive Officer and President (the "CEO") under a Technology Transfer Agreement (the "TTA") which has a term to December 31, 2015 (the “Maturity Date”). The TTA requires the completion of various conditions, including conversion by NXT of the remaining 8,000,000 convertible preferred shares issued (see note 4), in order to retain the SFD® technology, which NXT intends to finalize in August 2015.

In 2006 SFD® survey services began to be offered to clients engaged in oil and gas exploration activities with an initial focus on companies operating in western Canada. Subsequently, in 2008, NXT commenced to focus its sales activities towards international and frontier exploration markets.

2.Significant Accounting Policies

Basis of presentation

These interim unaudited consolidated financial statements have been prepared by management in accordance with generally accepted accounting principles of the United States of America ("US GAAP") and by applying the same accounting policies and methods as used in preparing the consolidated financial statements for the fiscal year ended December 31, 2014.

These interim financial statements should be read in conjunction with the 2014 annual audited consolidated financial statements as certain disclosure normally required for annual financial statements has been condensed or omitted herein.

These consolidated financial statements have been prepared on a "going concern" basis of presentation, which assumes that NXT will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. 

NXT recognizes that its' financial position is currently dependent upon a limited number of client projects, on obtaining additional financing if needed, and attracting future clients in order to generate new revenue sources. NXT expects to have a significantly enhanced financial position in the second half of 2015 (see note 12) upon the completion of the survey project which is currently underway.

 

Future Accounting Policy Changes

Revenue recognition:

 

Revenues from SFD® survey contracts (net of any related foreign sales tax) are currently recognized on a completed contract basis. Amounts received or invoiced in advance of completion of the contract are reflected as deferred revenue and classified as a current liability. All related survey expenditures and obligations (including sales commissions incurred) related to uncompleted contracts are reflected as work-in-progress and classified as current assets. Upon completion of the related contract, unearned revenue and the related work-in-progress are reflected in the statement of income (loss) as either revenue or survey cost. Survey costs do not include any amortization or depreciation of property and equipment or staff and related overhead costs included in general and administrative expense.

   
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NXT ENERGY SOLUTIONS INC.

Notes to the Consolidated Financial Statements

As at and for the three and six month periods ended June 30, 2015

(Unaudited - expressed in Canadian dollars unless otherwise stated)

 

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

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

3.Common shares

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

    For the six month periods ended
    June 30, 2015 June 30, 2014
    # of shares $ amount # of shares $ amount
As at the beginning of the period 44,958,843 $ 65,792,307 42,418,326 $ 61,340,321
Shares issued during the period:        
     Exercise of stock options 106,666 95,566 257,665 145,115
     Exercise of US$ Warrants (ii) - - 2,057,852 2,735,995
Transfer from contributed capital upon        
     exercise of stock options - 65,148 - 84,598
Transfer from fair value of        
     US$ Warrants upon exercise (see note 7) - - - 1,280,800
As at the end of the period 45,065,509 65,953,021 44,733,843 65,586,829

 

(i)NXT also currently has outstanding a total of 8,000,000 Preferred Shares (see note 4) which are convertible on a 1 for 1 basis into an additional maximum of 8,000,000 common shares by December 31, 2015. An initial total of 2,000,000 of these Preferred Shares were converted into 2,000,000 common shares of the Company effective May 22, 2013.
(ii)In 2012, NXT conducted private placement financings (the "2012 Financings", for proceeds $3,183,132) which consisted of units issued at a price of US $0.75 (the "Units"). Each Unit consisted of one NXT common share and one warrant (the "US$ Warrants") to purchase an additional NXT common share at a price of US $1.20 for a term of two years from the date of issue. Including 244,816 finder’s warrants issued, a total of 4,502,821 US$ Warrants were issued in the 2012 Financings.
   
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NXT ENERGY SOLUTIONS INC.

Notes to the Consolidated Financial Statements

As at and for the three and six month periods ended June 30, 2015

(Unaudited - expressed in Canadian dollars unless otherwise stated)

 

The following is a continuity of the US$ Warrants that were issued in the 2012 Financings and which had expiry dates in March and May 2014:

 

        exercise
      # of US$ proceeds
      Warrants received
Outstanding as at January 1, 2012      
     Issued in the 2012 Financings   4,502,821 -
     US$ Warrants exercised in 2013   (846,700) $ 1,064,222
Outstanding as at December 31, 2013   3,656,121 1,064,222
Activity in 2014:      
     US$ Warrants exercised in 2014   (2,057,852) 2,735,995
     US$ Warrants expired in 2014   (1,598,269) -
Outstanding as at December 31, 2014   - $ 3,800,217

 

 

4.Preferred shares

The Company is authorized to issue an unlimited number of preferred shares, issuable in series.

In 2005, the Company issued 10,000,000 series 1 preferred shares (the "Preferred Shares") to its CEO pursuant to the execution of the Technology Transfer Agreement (see note 1) in exchange for the rights to utilize the SFD® technology for hydrocarbon exploration.

The Preferred Shares do not participate in any dividends, and are not transferable except with the consent of the Board of Directors of NXT.

The number of Preferred Shares outstanding is as follows:

        # of shares $ value
As at December 31, 2011 and 2012   10,000,000 $ 3,489,000
Conversion of Preferred Shares in May 2013   (2,000,000) (3,256,400)
As at June 30, 2015 and December 31, 2014   8,000,000 232,600

 

These Preferred Shares are non-voting, and are convertible into up to 8,000,000 NXT common shares (on a 1 for 1 basis) under the following terms:

·2,000,000 of the Preferred Shares became convertible into common shares upon issue. Effective May 22, 2013, these 2,000,000 Preferred Shares were converted into 2,000,000 common shares.
·the remaining 8,000,000 Preferred Shares are subject to conditions related to potential future conversion. They may become convertible into common shares in four separate increments of 2,000,000 Preferred Shares each, should NXT achieve specified cumulative revenue thresholds of US $50 million, US $100 million, US $250 million and US $500 million prior to the December 31, 2015 Maturity Date.
·an additional bonus of 1,000,000 common shares are issuable in the event that cumulative revenues exceed US $500 million.
·if the final US $500 million cumulative revenue threshold is not achieved by the Maturity Date, NXT can elect to retain ownership of the SFD® technology by converting all of the remaining Preferred Shares into common shares, which is intended to be finalized by the end of August, 2015.
   
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NXT ENERGY SOLUTIONS INC.

Notes to the Consolidated Financial Statements

As at and for the three and six month periods ended June 30, 2015

(Unaudited - expressed in Canadian dollars unless otherwise stated)

 

·cumulative revenue is defined as the sum of total revenue earned plus proceeds from the sale of assets accumulated since January 1, 2007, all denominated in US$, and calculated in accordance with generally accepted accounting principles.
·in the event of a change of control or other transaction involving a re-arrangement of the business of NXT prior to the Maturity Date, the number of outstanding Preferred Shares which can be converted will be dependent on the transaction value payable (“TVP”) per outstanding NXT common share as follows:

20% if TVP is less than $5 per common share

60% if TVP is between $5 and $10 per common share

100% if TVP exceeds $10 per common share

 

As at June 30, 2015, the Company had generated cumulative revenue of approximately US $29.5 million (December 31, 2014 - US $29.5 million) that was eligible to be applied to the above noted conversion thresholds.

The Preferred Shares were originally recorded at their estimated fair value as at December 31, 2005, with the total substantially assigned to the 2,000,000 Preferred Shares portion which was immediately convertible. The remaining Preferred Shares were assigned a nominal value in 2005, reflecting the uncertainty that the required revenue objectives would be achieved to allow conversion into common shares, as follows:

    # of Preferred  
    Shares $ value
convertible upon issue effective December 31, 2005    
     and converted in 2013 2,000,000 $ 3,256,400
conditionally convertible on or before December 31, 2015 8,000,000 232,600
    10,000,000 3,489,000

 

Rights related to Preferred Shares

In January 2014, NXT’s CEO (the “Grantor”) personally granted (to a total of 17 persons, including NXT employees, directors, officers, advisors and others) “Rights” to acquire a total of 1,000,000 of the common shares which are expected to become issued to him upon future conversion of the Preferred Shares by their Maturity Date. Each of the Rights are subject to certain vesting provisions and will entitle the holder to acquire from the Grantor one common share of NXT at a fixed exercise price of $1.77 and will expire on December 31, 2015.

A total of 795,000 of these Rights were granted to certain of NXT’s current directors, officers, employees and advisors, and are supplemental to existing incentives which have been granted under NXT’s stock option plan (see note 6). The grant date fair value of these 795,000 Rights was estimated as $483,000 (which will be recognized over the remaining term to expiry of the Rights in 2015) calculated in 2014 using the Black-Scholes valuation model, based on the following assumptions:

   
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NXT ENERGY SOLUTIONS INC.

Notes to the Consolidated Financial Statements

As at and for the three and six month periods ended June 30, 2015

(Unaudited - expressed in Canadian dollars unless otherwise stated)

 

Expected dividends paid per common share Nil
Expected life in years 1.9
Expected volatility in the price of common shares 62 %
Risk free interest rate 1.0 %
Weighted average fair value per Right at grant date $ 0.60

In connection with the Rights, NXT recognized $64,000 as a component of stock based compensation expense for the three month period ended June 30, 2015 (see note 6).

5.Earnings (loss) per share

 

  For the three months For the six months
  ended June 30 ended June 30
  2015 2014 2015 2014
Comprehensive net income (loss) $ (1,586,991) $ (1,286,461) $ (3,105,163) $ 1,299,272
         
Weighted average number of shares outstanding for the period:        
Common shares issued 44,969,905 44,732,085 44,965,325 43,920,946
Convertible Preferred Shares (i) - - - -
Basic 44,969,905 44,732,085 44,965,325 43,920,946
Additional shares related to assumed        
exercise of stock options and US$ Warrants        
under the treasury stock method (ii) - - - 898,727
Contingently issuable Preferred Shares (ii) - - - 8,000,000
Diluted 44,969,905 44,732,085 44,965,325 52,819,673
         
Earnings (loss) per share – Basic $ (0.04) $ (0.03) $ (0.07) $ 0.03
Earnings (loss) per share – Diluted $ (0.04) $ (0.03) $ (0.07) $ 0.02

 

(i)The outstanding 8,000,000 convertible Preferred Shares are contingently issuable, and are included in the diluted number of shares outstanding if applicable.
(ii)In periods in which a loss results, all outstanding stock options, common share purchase Warrants and the 8,000,000 convertible Preferred Shares are excluded from the diluted loss per share calculations as their effect is anti-dilutive.
   
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NXT ENERGY SOLUTIONS INC.

Notes to the Consolidated Financial Statements

As at and for the three and six month periods ended June 30, 2015

(Unaudited - expressed in Canadian dollars unless otherwise stated)

   
6.Stock options

The following is a summary of stock options which are outstanding as at June 30, 2015:

      average remaining
Exercise price # of options # of options contractual
per share outstanding exercisable life (in years)
$ 0.45 74,600 74,600 0.3
$ 0.75 355,000 228,333 2.1
$ 0.76 266,669 170,002 2.6
$ 0.86 662,500 429,168 2.1
$ 1.16 386,000 386,000 1.1
$ 1.20 300,000 300,000 2.1
$ 1.35 611,066 55,000 4.5
$ 1.39 55,000 55,000 4.0
$ 1.55 40,000 13,333 3.7
$ 1.57 45,000 - 4.6
$ 1.61 25,000 8,333 3.6
$ 1.67 150,000 - 4.4
$ 1.83 65,000 65,000 3.5
$ 1.09 3,035,835 1,784,769 2.7

 

A continuity of the number of stock options which are outstanding at the end of the current period and as at the prior fiscal year ended December 31, 2014 is as follows:

  For the six months For the year ended
  ended June 30, 2015 December 31, 2014
    weighted   weighted
  # of stock average # of stock average
  options exercise price options exercise price
Options outstanding, start of the period 2,541,435 $ 1.02 2,888,100 $ 0.88
Granted 601,066 $ 1.37 325,000 $ 1.55
Exercised (106,666) $ 0.90 (482,665) $ 0.60
Forfeited - - (35,000) $ 1.42
Expired - - (154,000) $ 0.71
Options outstanding, end of the period 3,035,835 $ 1.09 2,541,435 $ 1.02
Options exercisable, end of the period 1,784,768 $ 1.02 1,782,537 $ 1.01

 

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

Stock based compensation expense (“SBCE”) is calculated based on the fair value attributed to grants of stock options using the Black-Scholes valuation model and utilizing the following weighted average assumptions:

   
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NXT ENERGY SOLUTIONS INC.

Notes to the Consolidated Financial Statements

As at and for the three and six month periods ended June 30, 2015

(Unaudited - expressed in Canadian dollars unless otherwise stated)

 

Six months ended June 30 2015 2014
Expected dividends paid per common share Nil Nil
Expected life in years 5.0 5.0
Expected volatility in the price of common shares 111% 118 %
Risk free interest rate 1.1 % 1.6 %
Weighted average fair market value per share at grant date $ 1.15 $ 1.29
Intrinsic (or "in-the-money") value per share of options exercised $ 1.72 $ 1.05

 

SBCE consists of the following amounts:

    For the three months For the six months
    ended June 30 ended June 30
    2015 2014 2015 2014
SBCE recognized related to:          
     Stock options   $ 164,000 $ 89,000 $ 300,000 $ 169,000
     Preferred Share Rights (see note 4)   64,000 61,000 122,000 112,000
    228,000 150,000 422,000 281,000

The unamortized portion of SBCE related to the non-vested portion of stock options and the Preferred Share Rights, all of which will be recognized in future expense over the related remaining (2015 to 2017) vesting periods, is as follows:

    June 30, December 31,
As at the period ended   2015 2014
Unamortized SBCE related to:      
     Stock options   $ 671,000 $ 367,000
     Preferred Share Rights (see note 4)   116,000 234,000
    787,000 601,000

7.Financial instruments
1)Non-derivative financial instruments:

The Company's non-derivative financial instruments consist of cash and cash equivalents, short-term investments, accounts receivable, and accounts payables and accrued liabilities. The carrying value of these financial instruments approximates their fair values due to their short terms to maturity. NXT is not exposed to significant interest or credit risks arising from these financial instruments. NXT is exposed to foreign exchange risk as a result of periodically holding US and other foreign currency (such as Bolivia and Colombia) denominated financial instruments. Any unrealized foreign exchange gains and losses arising on such holdings are reflected in earnings at each period end.

2)Derivative financial instruments:

As at June 30, 2015, no US$ Warrants remain outstanding. As the exercise price of the US$ Warrants that were issued in 2012 (see note 3 (ii)) was in US dollars, which is a currency other than the functional currency of NXT, the US$ Warrants were considered to have an embedded derivative and were required to be recorded at fair value each reporting period. The amount recorded for this instrument, which was included with current liabilities, was adjusted to fair value at each period end over the life of the US$ Warrants, with the changes in fair value reflected in earnings.

   
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NXT ENERGY SOLUTIONS INC.

Notes to the Consolidated Financial Statements

As at and for the three and six month periods ended June 30, 2015

(Unaudited - expressed in Canadian dollars unless otherwise stated)

 

Financial instruments that are recorded at fair value on a recurring basis are required to be classified into one of three categories based upon a fair value hierarchy. The Company's only financial instruments recorded at fair value on a recurring basis were the US$ Warrants. NXT classified these derivative financial instruments as level III where the fair value is determined by using valuation techniques that refer to both observable and unobservable market data.

The outstanding US$ Warrants were re-valued at each period end using a valuation model based on the Black-Scholes model, as well as a discount to reflect the potential dilution impact upon exercise of the US$ Warrants and NXT's low stock market liquidity.

A continuity in 2014 of the fair value of the US$ Warrants that were issued in the 2012 Financings is as follows:

Six months ended June 30     2014
Fair value of US$ Warrants      
     Balance at beginning of the year     $ 1,238,000
     Increase in fair value during the period     42,800
     Transfer to common shares upon      
            exercise of US$ Warrants in the period     (1,280,800)
Fair value of US$ Warrants, as at June 30, 2014 -    

 

8.Change in non-cash working capital

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

  For the three months For the six months
  ended June 30 ended June 30
  2015 2014 2015 2014
Accounts receivable $ (94,425) $ 1,161,224 $ (118,735) $ 96,353
Work-in-progress (1,770,046) - (1,770,046) 299,842
Prepaid expenses and deposits (560,951) 19,583 (580,474) (80,306)
Accounts payable and accrued liabilities 680,054 (162,529) 576,905 (324,118)
Deferred revenue 3,298,663 - 3,298,663 (2,781,101)
  1,553,295 1,018,278 1,406,313 (2,789,330)
         
Portion attributable to:        
     Operating activities 1,260,604 1,018,278 1,113,622 (2,789,330)
     Financing activities - - - -
     Investing activities 292,691 - 292,691 -
  1,553,295 1,018,278 1,406,313 (2,789,330)

   
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NXT ENERGY SOLUTIONS INC.

Notes to the Consolidated Financial Statements

As at and for the three and six month periods ended June 30, 2015

(Unaudited - expressed in Canadian dollars unless otherwise stated)

 

9.Commitments and contingencies

Office premises lease

NXT has an operating lease commitment on its existing Calgary office space for a term through
August 31, 2015 at a minimum monthly lease payment of $28,571 (including estimated operating costs). NXT has also committed to an operating lease on new office premises for a 10 year term commencing in 2015 at an initial estimated minimum monthly lease payment of $42,368 (including operating costs).

The total estimated future minimum annual commitment for these two premises leases is as follows as at June 30, 2015:

 

  Existing New  
Fiscal year ending December 31 premises premises Total
2015 $ 57,142 $ 127,103 $ 184,245
2016 - 508,410 508,410
2017 - 508,410 508,410
2018 - 508,410 508,410
2019 - 508,410 508,410
  57,142 2,160,743 2,217,885
Thereafter, 2020 through 2025 - 2,979,848 2,979,848
  57,142 5,140,591 5,197,733

 

Aircraft charterhire commitment

NXT currently does not own any of the aircraft which are used in its' survey operations, but has an annual agreement to utilize a minimum annual volume of aircraft charter hours (the “Charter Agreement”). The charterhire commitment to be met by the end of 2015, including a short-fall in hours carried forward from 2014, is $641,250. This commitment was fulfilled by NXT in July 2015.

As part of the 2015 annual renewal of the Charter Agreement, NXT made a deposit payment of $168,750 in February 2015 which is being held as a non-refundable deposit, and which was applied in July 2015 against amounts owing under the 2015 charterhire commitment.

Bank Letters of Guarantee

In May 2015, NXT executed a contract to conduct a US $13.4 million survey project with a new client in Bolivia (the “Bolivia Project”). As part of this contract, NXT received an advance deposit of US $3.1 million (US $2.6 million net of applicable local sales taxes), which is secured by a bank letter of guarantee issued to the client expiring August 21, 2015 (and which will be applied against the initial progress billings to be earned on the project).

The net deposit amount is reflected in deferred revenue on the Company’s Balance Sheet as at June 30, 2015.

NXT has also issued a separate US$ 1.1 million bank letter of guarantee (expiring December 15, 2015) as a standard performance guarantee for the Bolivia Project.

10.Geographic information

 

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

Revenues for 2014 were derived solely in North America, from a single customer.

   
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NXT ENERGY SOLUTIONS INC.

Notes to the Consolidated Financial Statements

As at and for the three and six month periods ended June 30, 2015

(Unaudited - expressed in Canadian dollars unless otherwise stated)

   
11.Other related party transactions

One of the members of NXT’s Board of Directors is a partner in a law firm which provides legal advice to NXT. Legal fees (including costs related to share issuance) incurred with this firm were as follows:

 

    For the three months For the six months
    ended June 30 ended June 30
    2015 2014 2015 2014
    $ 15,395 $ 7,105 $ 37,063 $ 15,533

 

Accounts payable and accrued liabilities includes a total of $9,733 ($124 as at December 31, 2014) payable to this law firm.

In addition, accounts payable and accrued liabilities includes $27,517 ($23,673 as at December 31, 2014) related to re-imbursement of expenses owing to persons who are Officers of NXT.

12.Subsequent events

In August, 2015, NXT received payment for a progress invoice of US $5.1 million (net of applicable local sales taxes owing) due on the Bolivia Project. The scope of the Bolivia Project was expanded (subject to finalization of a formal addendum to the contract) by an additional US $0.9 million, net in June, 2015, and a total of US $6.2 million, net remains to be billed to the client upon completion of this project, which is expected to occur by the end of October, 2015.