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INTERIM CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (UNAUDITED)
June 30, 2019
NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS
Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, the interim financial statements must be accompanied by a notice indicating that they have not been reviewed by an auditor.
The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared by and are the responsibility of the management.
The Company’s independent auditor has not performed a review of these unaudited interim condensed consolidated financial statements in accordance with standards established by CPA Canada for a review of interim financial statements by an entity’s auditor.
DXI ENERGY INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Expressed in Canadian Dollars)
(Unaudited) | | | | | June 30, | | | December 31, | |
(thousands of Canadian dollars) | | Notes | | | 2019 | | | 2018 | |
| | | | | $ | | | $ | |
ASSETS | | | | | | | | | |
Current | | | | | | | | | |
Cash and cash equivalents | | | | | 353 | | | 26 | |
Accounts receivable | | | | | 202 | | | 185 | |
Prepaids and deposits | | | | | 22 | | | 58 | |
Current Assets | | | | | 577 | | | 269 | |
Non-current | | | | | | | | | |
Deposits | | | | | 212 | | | 215 | |
Property and equipment | | 4 | | | 4,137 | | | 2,681 | |
Total Assets | | | | | 4,926 | | | 3,165 | |
| | | | | | | | | |
LIABILITIES | | | | | | | | | |
Current | | | | | | | | | |
Accounts payable and accrued liabilities | | | | | 1,918 | | | 2,057 | |
Loans from related parties | | 6 | | | 370 | | | 1,542 | |
Convertible debt | | 7 | | | - | | | 32 | |
Lease liabilities | | 8 | | | 47 | | | - | |
Current Liabilities | | | | | 2,335 | | | 3,631 | |
Non-current | | | | | | | | | |
Loans from related parties | | 6 | | | 2,304 | | | 3,553 | |
Convertible debt | | 7 | | | - | | | 356 | |
Decommissioning liability | | 9 | | | 4,128 | | | 3,808 | |
Total Liabilities | | | | | 8,767 | | | 11,348 | |
SHAREHOLDERS' EQUITY (DEFICIT) | | | | | | | | | |
Share capital | | 10 | | | 108,446 | | | 101,715 | |
Contributed surplus | | | | | 13,051 | | | 13,934 | |
Deficit | | | | | (128,880 | ) | | (127,477 | ) |
Accumulated other comprehensive income | | | | | 3,542 | | | 3,645 | |
Total Shareholders' Equity (Deficit) | | | | | (3,841 | ) | | (8,183 | ) |
Total Liabilities and Shareholders' Equity (Deficit) | | | | | 4,926 | | | 3,165 | |
Going concern - Note 2(b)
Approved on behalf of the Board:
"signed" | | "signed" |
Simon Raven - Director | | Robert Hodgkinson - Director |
The accompanying notes are an integral part of these consolidated financial statements. | 1 |
DXI ENERGY INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Expressed in Canadian Dollars)
(Unaudited) | | | | | Three months ended June 30 | | | Six months ended June 30 | |
(thousands of Canadian dollars, except per share amounts) | | Notes | | | 2019 | | | 2018 | | | 2019 | | | 2018 | |
| | | | | $ | | | $ | | | $ | | | $ | |
REVENUES | | | | | | | | | | | | | | | |
Gross revenues | | | | | 308 | | | 472 | | | 593 | | | 1,074 | |
Royalties | | | | | (43 | ) | | (48 | ) | | (87 | ) | | (114 | ) |
Total Revenues, net of royalties | | 14 | | | 265 | | | 424 | | | 506 | | | 960 | |
| | . | | | | | | | | | | | | | |
EXPENSES | | | | | | | | | | | | | | | |
Operating and transportation | | | | | 300 | | | 479 | | | 690 | | | 1,031 | |
Amortization, depletion and impairment losses | | 5 | | | 79 | | | 317 | | | 173 | | | 654 | |
General and administrative | | | | | 206 | | | 335 | | | 502 | | | 717 | |
Financing expenses | | | | | 178 | | | 226 | | | 456 | | | 500 | |
Stock based compensation | | | | | 16 | | | - | | | 82 | | | 77 | |
Foreign exchange (gain) loss | | | | | 18 | | | 153 | | | 9 | | | 342 | |
Total Expenses | | | | | 797 | | | 1,510 | | | 1,912 | | | 3,321 | |
| | | | | | | | | | | | | | | |
Loss before income taxes and other items | | | | | (532 | ) | | (1,086 | ) | | (1,406 | ) | | (2,361 | ) |
Deferred income tax recovery | | | | | - | | | - | | | - | | | 93 | |
Other income | | | | | 1 | | | - | | | 3 | | | - | |
| | | | | | | | | | | | | | | |
Loss for the period | | | | | (531 | ) | | (1,086 | ) | | (1,403 | ) | | (2,268 | ) |
| | | | | | | | | | | | | | | |
Other Comprehensive Income (Loss) | | | | | | | | | | | | | | | |
Items that may be subsequently reclassified to profit or loss: | | | | | | | | | | | | | | | |
Foreign currency translation adjustment | | | | | (50 | ) | | 294 | | | (103 | ) | | 670 | |
| | | | | | | | | | | | | | | |
Comprehensive loss | | | | | (581 | ) | | (792 | ) | | (1,506 | ) | | (1,598 | ) |
| | | | | | | | | | | | | | | |
Loss per common share - basic and diluted | | 12 | | | (0.00 | ) | | (0.01 | ) | | (0.01 | ) | | (0.02 | ) |
The accompanying notes are an integral part of these consolidated financial statements. | 2 |
DXI ENERGY INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(DEFICIT)
(Expressed in Canadian Dollars)
(Unaudited) | | Number | | | Share | | | Contributed | | | | | | | | | | |
(thousands of Canadian dollars, except number of shares) | | of Shares | | | Capital | | | Surplus | | | Deficit | | | AOCI(L)* | | | Total | |
| | | | | $ | | | $ | | | $ | | | $ | | | $ | |
Balance as at January 1, 2019 | | 103,606,088 | | | 101,715 | | | 13,934 | | | (127,477 | ) | | 3,645 | | | (8,183 | ) |
Shares issued via private placements, net of issuance costs | | 38,888,001 | | | 2,305 | | | - | | | - | | | - | | | 2,305 | |
Shares issued via debt conversion, net of issuance costs | | 74,024,262 | | | 4,426 | | | - | | | - | | | - | | | 4,426 | |
Reversal of contributed surplus related to value of conversion feature on convertible debt | | - | | | - | | | (965 | ) | | - | | | - | | | (965 | ) |
Stock-based compensation | | - | | | - | | | 82 | | | - | | | - | | | 82 | |
Loss | | - | | | - | | | - | | | (1,403 | ) | | - | | | (1,403 | ) |
Foreign currency translation adjustment | | - | | | - | | | - | | | - | | | (103 | ) | | (103 | ) |
Balance as at June 30, 2019 | | 216,518,351 | | | 108,446 | | | 13,051 | | | (128,880 | ) | | 3,542 | | | (3,841 | ) |
| | | | | | | | | | | | | | | | | | |
Balance as at January 1, 2018 | | 103,606,088 | | | 101,715 | | | 13,752 | | | (115,845 | ) | | 2,472 | | | 2,094 | |
Stock-based compensation | | - | | | - | | | 77 | | | - | | | - | | | 77 | |
Loss | | - | | | - | | | - | | | (2,268 | ) | | - | | | (2,268 | ) |
Foreign currency translation adjustment | | - | | | - | | | - | | | - | | | 670 | | | 670 | |
Balance as at June 30, 2018 | | 103,606,088 | | | 101,715 | | | 13,829 | | | (118,113 | ) | | 3,142 | | | 573 | |
* Accumulated other comprehensive income (loss)
The accompanying notes are an integral part of these consolidated financial statements. | 3 |
DXI ENERGY INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in Canadian Dollars)
(Unaudited) | | | | | Six months ended June 30 | |
(thousands of Canadian dollars) | | Notes | | | 2019 | | | 2018 | |
| | | | | $ | | | $ | |
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES | | | | | | | | | |
Loss for the period | | | | | (1,403 | ) | | (2,268 | ) |
Adjustment for items not affecting cash: | | | | | | | | | |
Amortization, depletion and impairment losses | | | | | 173 | | | 654 | |
Stock based compensation | | | | | 82 | | | 77 | |
Non-cash financing expenses | | | | | 283 | | | 266 | |
Non-cash foreign exchange on financial contract liability | | | | | - | | | 335 | |
Miscellaneous non-cash items | | | | | - | | | (93 | ) |
Cash flows used in operations | | | | | (865 | ) | | (1,029 | ) |
Changes in operating working capital | | 12 | | | (241 | ) | | 624 | |
Total Cash Flows used in Operating Activities | | | | | (1,106 | ) | | (405 | ) |
CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES | | | | | | | | | |
Deposits | | | | | 3 | | | (1 | ) |
E&E expenditures | | | | | (4 | ) | | (3 | ) |
Additions to property and equipment | | 4 | | | (1,338 | ) | | (691 | ) |
Changes in investing working capital | | 12 | | | 264 | | | 276 | |
Total Cash Flows used in Investing Activities | | | | | (1,075 | ) | | (419 | ) |
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES | | | | | | | | | |
Convertible debt, net of financing costs | | | | | 239 | | | - | |
Shares issued for cash, net of share issue costs | | | | | 2,305 | | | - | |
Payments on lease liabilities | | | | | (53 | ) | | - | |
Changes in financing working capital | | 12 | | | 17 | | | (28 | ) |
Total Cash Flows from (used in) Financing Activities | | | | | 2,508 | | | (28 | ) |
| | | | | | | | | |
CHANGE IN CASH AND CASH EQUIVALENTS | | | | | 327 | | | (852 | ) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | | | | | 26 | | | 1,010 | |
| | | | | | | | | |
CASH AND CASH EQUIVALENTS, END OF PERIOD | | | | | 353 | | | 158 | |
Supplemental cash flow information - Note 12
The accompanying notes are an integral part of these consolidated financial statements. | 4 |
DXI ENERGY INC. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
For the Six Months Ended June 30, 2019 and 2018 |
(All tabular amounts are expressed in thousands of Canadian dollars unless otherwise noted) |
|
NOTE 1 – CORPORATE INFORMATION
DXI Energy Inc. (the “Company”) is a public company trading on the Toronto Stock Exchange (“TSX”) under the symbol “DXI” in Canada and the OTCQB (“OTCQB”) under the symbol “DXIEF” in the United States. The Company is in the business of exploring and developing energy properties with a focus on oil and gas in North America. The address of its registered office is 520 – 999 Canada Place, Vancouver, British Columbia.
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Dejour Energy (USA) Corp. (“Dejour USA”), incorporated in Nevada, Dejour Energy (Alberta) Ltd. (“DEAL”), incorporated in Alberta, and 0855524 B.C. Ltd., incorporated in British Columbia. All intercompany transactions are eliminated upon consolidation.
The interim condensed consolidated financial statements are presented in Canadian dollars, which is also the functional currency of the parent company. These consolidated financial statements were authorized and approved for issuance by the Audit Committee on August 6, 2019.
NOTE 2 – BASIS OF PRESENTATION
(a) Basis of presentation
The interim condensed consolidated financial statements for the six months ended June 30, 2019 and 2018 have been prepared in accordance with IAS 34 Interim Financial Reporting. These interim results do not include all the information required for the full annual financial statements and should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2018. The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company’s annual consolidated financial statements for the year ended December 31, 2018, except for the adoption of new standards effective as of January 1, 2019. The Company has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effect.
The Company applies, for the first time, IFRS 16 “Leases”. As required by IAS 34, the nature and effect of these changes are disclosed below in note 3 of the financial statements.
(b) Going concern
The financial statements were prepared on a going concern basis. The going concern basis assumes that the Company 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. The Company incurred a loss of $1,403,000 during the six months ended June 30, 2019 and as of that date has a working capital deficiency of $1.8 million and an accumulated deficit of $128.9 million.
The Company’s ability to continue as a going concern is dependent upon attaining profitable operations and sourcing additional equity and debt capital from financiers, other than the present non-arm’s length lenders to the Company, to provide the Company with sufficient capital to meet capital expenditure commitments and continue exploration and development activities. The present non-arm’s length lenders to the Company have informed the Company they will not provide any significant additional capital to the Company. There is no assurance that future financing and exploration and development activities will be successful. These material uncertainties cast substantial doubt upon the Company’s ability to continue as a going concern. These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities, the reported revenues and expenses, and the balance sheet classifications used that would be necessary if the going concern assumptions were not appropriate.
5
DXI ENERGY INC. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
For the Six Months Ended June 30, 2019 and 2018 |
(All tabular amounts are expressed in thousands of Canadian dollars unless otherwise noted) |
|
NOTE 3 – CHANGE IN ACCOUNTING POLICIES
The Company adopted IFRS 16 "Leases" on January 1, 2019. IFRS 16 eliminates the distinction between operating leases and finance leases for lessees and requires the recognition of right-of-use assets and lease liabilities on the balance sheet.
The Company adopted IFRS 16 using the modified retrospective approach, whereby the cumulative effect of initially applying the standard was recognized as a $97,000 increase to right-of-use assets (included in "property and equipment") with a corresponding increase to lease liabilities. The right-of-use assets recognized were measured at amounts equal to the present value of the lease liabilities. The weighted average incremental borrowing rate used to determine the lease liabilities at adoption was approximately 10%. The right-of-use asset and lease liabilities recognized relate to the Company's head office lease in Vancouver and the lease for its Calgary office. The Company elected to not apply lease accounting to the short-term leases and leases for low-value assets.
NOTE 4 – PROPERTY AND EQUIPMENT
| | Canadian Oil | | | United States | | | | | | | |
| | and Gas | | | Oil and Gas | | | Corporate and | | | | |
| | Properties | | | Properties | | | Other Assets | | | Total | |
| | $ | | | $ | | | $ | | | $ | |
Cost: | | | | | | | | | | | | |
Balance at January 1, 2018 | | 34,127 | | | 15,348 | | | 158 | | | 49,633 | |
Additions | | 778 | | | 1 | | | 2 | | | 781 | |
Change in decommissioning provision | | (232 | ) | | (2 | ) | | - | | | (234 | ) |
Disposals | | - | | | (486 | ) | | (1 | ) | | (487 | ) |
Foreign currency translation and other | | - | | | 1,363 | | | - | | | 1,363 | |
Balance at December 31, 2018 | | 34,673 | | | 16,224 | | | 159 | | | 51,056 | |
Additions | | 1,338 | | | - | | | - | | | 1,338 | |
Increase in right-of-use asset | | - | | | - | | | 97 | | | 97 | |
Change in decommissioning provision | | 274 | | | 8 | | | - | | | 282 | |
Foreign currency translation and other | | - | | | (667 | ) | | - | | | (667 | ) |
Balance at June 30, 2019 | | 36,285 | | | 15,565 | | | 256 | | | 52,106 | |
| | Canadian Oil | | | United States | | | | | | | |
| | and Gas | | | Oil and Gas | | | Corporate and | | | | |
| | Properties | | | Properties | | | Other Assets | | | Total | |
| | $ | | | $ | | | $ | | | $ | |
Accumulated amortization, depletion and impairment losses: | | | | | | | | | | | | |
Balance at January 1, 2018 | | (30,523 | ) | | (1,806 | ) | | (142 | ) | | (32,471 | ) |
Amortization and depletion | | (951 | ) | | (205 | ) | | (4 | ) | | (1,160 | ) |
Impairment losses | | (3,100 | ) | | (11,459 | ) | | - | | | (14,559 | ) |
Foreign currency translation and other | | - | | | (185 | ) | | - | | | (185 | ) |
Balance at December 31, 2018 | | (34,574 | ) | | (13,655 | ) | | (146 | ) | | (48,375 | ) |
Amortization and depletion (Note 5) | | (38 | ) | | (65 | ) | | (52 | ) | | (155 | ) |
Foreign currency translation and other | | - | | | 561 | | | - | | | 561 | |
Balance at June 30, 2019 | | (34,612 | ) | | (13,159 | ) | | (198 | ) | | (47,969 | ) |
6
DXI ENERGY INC. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
For the Six Months Ended June 30, 2019 and 2018 |
(All tabular amounts are expressed in thousands of Canadian dollars unless otherwise noted) |
|
NOTE 4 – PROPERTY AND EQUIPMENT (continued)
| | Canadian Oil | | | United States | | | | | | | |
| | and Gas | | | Oil and Gas | | | Corporate and | | | | |
| | Properties | | | Properties | | | Other Assets | | | Total | |
| | $ | | | $ | | | $ | | | $ | |
Carrying amounts: | | | | | | | | | | | | |
At December 31, 2018 | | 99 | | | 2,569 | | | 13 | | | 2,681 | |
At June 30, 2019 | | 1,673 | | | 2,406 | | | 58 | | | 4,137 | |
The Company determined that there were no indicators of impairment for its Canadian and U.S. oil and gas interests or no indicators of impairment reversal for its Canadian and U.S. oil and gas interests at June 30, 2019.
NOTE 5 – AMORTIZATION, DEPLETION AND IMPAIRMENT LOSSES
| | Six months ended June 30 | |
| | 2019 | | | 2018 | |
| | $ | | | $ | |
Exploration and Evaluation Assets (E & E assets) | | | | | | |
Impairment losses | | 18 | | | 2 | |
Property and Equipment (D & P assets) | | | | | | |
Amortization and depletion (Note 4) | | 155 | | | 652 | |
| | 173 | | | 654 | |
NOTE 6 – LOANS FROM RELATED PARTIES
(a) | Loan from Hodgkinson Equities Corporation (“HEC”) |
(i) | $4,500,000 loan |
On June 5, 2017, the Company entered into an amended loan agreement with Hodgkinson Equities Corporation (“HEC”) for the loan amount of $4,500,000 whereby the parties agreed to (a) extend the due date from November 30, 2018 to June 5, 2022; (b) reduce the interest rate to Canadian prime rate plus 1% per annum; (c) provide the right to convert the entire outstanding amount into 58,441,558 common shares of the Company at a price of $0.077 per share; and (d) secure the loan by all assets of Dejour USA and issue a first mortgage in favour of HEC on DEAL’s oil and gas properties. The first mortgage security so issued ranked “pari passu” with HVI’s first mortgage security interest (note 6(b)).
As at June 30, 2019, the carrying value of the loan liability is as follows:
| | $ | |
Balance at December 31, 2017 | | 2,498 | |
Accretion expense | | 339 | |
Balance at December 31, 2018 | | 2,837 | |
Accretion expense | | 140 | |
Reversal of conversion feature on repayment | | 860 | |
Repayment via share issuance | | (2,500 | ) |
Balance at June 30, 2019 | | 1,337 | |
Current portion | | (185 | ) |
Non-current portion | | 1,152 | |
7
DXI ENERGY INC. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
For the Six Months Ended June 30, 2019 and 2018 |
(All tabular amounts are expressed in thousands of Canadian dollars unless otherwise noted) |
|
NOTE 6 – LOANS FROM RELATED PARTIES (continued)
Other terms of the loan are:
• | the Company may repay the loan at any time without penalty; |
• | the Company, through DEAL, must receive HEC’s approval to further encumber DEAL’s Canadian oil and gas properties; and |
• | In the event of default, all the indebtedness secured by the promissory note becomes due and payable and the interest rate is immediately increased to Canadian prime rate plus 4.5% per annum. |
The Company entered into an agreement with HEC to convert $2,500,000 into 41,666,666 shares of the Company. The agreement was approved by the “disinterested” or minority shareholders at the Company’s “Annual General and Special Meeting of Shareholders” on April 29, 2019. On May 6, 2019, 41,666,666 shares of the Company were issued to HEC. The loan amount owing at June 30, 2019 is $2,000,000.
(ii) $1,000,000 loan
On April 2, 2018, HEC has agreed to assume the loan of $1,000,000 from a director of the Company and his spouse. The loan bears interest at 10% per annum and is secured with a 2nd mortgage on DEAL’s oil and gas properties of $1,000,000. The principal and interest accrued on the loan are repayable on or before June 30, 2019.
The Company entered into an agreement with HEC to convert $1,000,000 into 16,666,667 shares of the Company. The agreement was approved by the “disinterested” or minority shareholders at the Company’s “Annual General and Special Meeting of Shareholders” on April 29, 2019. On May 6, 2019, 16,666,667 shares of the Company were issued to HEC and the loan was repaid in full accordingly.
(b) Loan from Hodgkinson Ventures Inc. (“HVI”)
On June 5, 2017, the Company entered into an amended loan agreement with Hodgkinson Ventures Inc. (“HVI”) for the loan amount of $2,000,000 whereby the parties agreed to (a) extend the due date from November 30, 2018 to June 5, 2022; (b) reduce the interest rate to Canadian prime rate plus 1% per annum; (c) provide the right to convert the entire outstanding amount into 25,974,025 common shares of the Company at a price of $0.077 per share; and issued a first mortgage in favour of HVI on DEAL’s oil and gas properties. The first mortgage security so issued ranked “pari passu” with HEC’s first mortgage security interest (note 6(a)).
As at June 30, 2019, the carrying value of the loan liability is as follows:
| | $ | |
Balance at December 31, 2017 | | 1,110 | |
Accretion expense | | 148 | |
Balance at December 31, 2018 | | 1,258 | |
Accretion expense | | 79 | |
Balance at June 30, 2019 | | 1,337 | |
Current portion | | (185 | ) |
Non-current portion | | 1,152 | |
Other terms of the loan are:
• | the Company may repay the loan at any time without penalty; |
• | the Company, through DEAL, must receive HVI’s approval to further encumber DEAL’s Canadian oil and gas properties; and |
• | In the event of default, all the indebtedness secured by the promissory note becomes due and payable and the interest rate is immediately increased to Canadian prime rate plus 4.5% per annum. |
8
DXI ENERGY INC. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
For the Six Months Ended June 30, 2019 and 2018 |
(All tabular amounts are expressed in thousands of Canadian dollars unless otherwise noted) |
|
NOTE 6 – LOANS FROM RELATED PARTIES (continued)
On May 1, 2019, HEC and HVI each signed a Waiver of Deferred Payment of Interest (“Waiver”) to the Company to defer and extend payment of all interest amounts owing in respect of the secured promissory notes through to and inclusive of September 30, 2019. The amounts owing at June 30, 2019 are approximately $33,000. The Waiver does not amend the due date of the HEC and HVI loans. Accordingly, no loan principal payments are in default.
NOTE 7 – CONVERTIBLE DEBT
In October 2018, the Company contracted with four arm’s length US accredited investors to borrow $780,000 on a first secured basis ranking “pari passu” with HEC and HVI (note 6). The loans bear interest at Canadian prime rate plus 1% per annum, are due on June 5, 2022, and are convertible into 12,999,998 common shares of the Company at a price of $0.06 per share. The Company closed the private placement of convertible debt in two tranches in October 2018 ($520,000) and January 2019 ($260,000) for an aggregate amount of $780,000 upon receipt of all regulatory approvals.
The fair value of the $780,000 loan was determined by applying a risk-adjusted rate of 13% to discount the contractual cash flows over the life of the loan. The fair value of the liability component of $613,000 is then deducted from the face value of the loan ($780,000), with the balance being taken directly to equity. Related financing costs of $41,000 were allocated to the liability and equity components. For equity, the costs of $10,000 are accounted for as a deduction from equity. For liability, the costs of $31,000 are accounted for as a deduction from the carrying amount of the liability.
At June 30, 2019, the carrying value of the convertible debt is as follows:
| | $ | |
Balance upon initial recognition (first tranche) | | 381 | |
Accretion expense | | 7 | |
Balance at December 31, 2018 | | 388 | |
Amount upon initial recognition (second tranche) | | 202 | |
Accretion expense | | 5 | |
Reversal of conversion feature on repayment | | 157 | |
Loss on debt conversion | | 28 | |
Repayment by share issuance | | (780 | ) |
Balance at June 30, 2019 | | - | |
In February 2019, all four US accredited investors exercised the right to convert their debts into 12,999,998 common shares of the Company. The transaction was completed on February 14, 2019.
NOTE 8 – LEASE LIABILITIES
| | $ | |
Balance at January 1, 2019 | | | |
Initial recognition | | 97 | |
Interest expense | | 3 | |
Lease payments | | (53 | ) |
Balance at June 30, 2019 | | 47 | |
Current portion | | (47 | ) |
Non-current portion at June 30, 2019 | | - | |
The Company has lease liabilities for contracts related to the office space for its offices in Vancouver and Calgary. Leases are entered into and exited in coordination with specific business requirements which includes the assessment of the appropriate durations for the related leased assets.
9
DXI ENERGY INC. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
For the Six Months Ended June 30, 2019 and 2018 |
(All tabular amounts are expressed in thousands of Canadian dollars unless otherwise noted) |
|
NOTE 9 – DECOMMISSIONING LIABILITY
| | Canadian | | | United States | | | | |
| | Oil and Gas | | | Oil and Gas | | | | |
| | Properties(1) | | | Properties(1) | | | Total | |
| | $ | | | $ | | | $ | |
Balance at January 1, 2018 | | 3,839 | | | 132 | | | 3,971 | |
Additions | | 60 | | | - | | | 60 | |
Change in estimated future cash flows | | (296 | ) | | (3 | ) | | (299 | ) |
Actual costs incurred and other | | (15 | ) | | 12 | | | (3 | ) |
Unwinding of discount | | 76 | | | 3 | | | 79 | |
Balance at December 31, 2018 | | 3,664 | | | 144 | | | 3,808 | |
Additions | | 40 | | | - | | | 40 | |
Change in estimated future cash flows | | 250 | | | 7 | | | 257 | |
Actual costs incurred and other | | - | | | (6 | ) | | (6 | ) |
Unwinding of discount | | 28 | | | 1 | | | 29 | |
Balance at June 30, 2019 | | 3,982 | | | 146 | | | 4,128 | |
(1)relates to property and equipment (note 4)
The present value of the decommissioning liability was calculated using the following weighted average inputs:
| | Canadian Oil | | | United States | |
| | and Gas | | | Oil and Gas | |
| | Properties | | | Properties | |
As at June 30, 2019: | | | | | | |
Discount rate | | 1.46% | | | 1.73% | |
Inflation rate | | 2.00% | | | 2.00% | |
| | | | | | |
As at December 31, 2018: | | | | | | |
Discount rate | | 1.94% | | | 2.15% | |
Inflation rate | | 2.00% | | | 2.00% | |
NOTE 10 – SHARE CAPITAL
Authorized
The Company is authorized to issue an unlimited number of common voting shares, an unlimited number of first preferred shares issuable in series, and an unlimited number of second preferred shares issuable in series.No preferred shares have been issued and the terms of preferred shares have not been defined.
Subsequent to June 30, 2019, the Company completed a private placement and 5,835,667 common shares were issued at a price of $0.06 per share for gross proceeds of $350,000. 100% of the common shares were issued to two officers of the Company.
In March 2019, the Company completed a private placement and 33,052,334 common shares were issued at a price of $0.06 per share for gross proceeds of $1,983,000. The Company paid professional and other costs of $28,000 related to this offering. 906,267 of the common shares were issued to a director of the Company (239,600) and a creditor of the Company (666,667) to settle the amounts owing to them.
10
DXI ENERGY INC. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
For the Six Months Ended June 30, 2019 and 2018 |
(All tabular amounts are expressed in thousands of Canadian dollars unless otherwise noted) |
|
NOTE 11 – STOCK OPTIONS
The Stock Option Plan (the “Plan”) is a 10% “rolling” plan pursuant to which the number of common shares reserved for issuance is 10% of the Company’s issued and outstanding common shares as constituted on the date of any grant of options.
The Plan provides for the grant of options to purchase common shares to eligible directors, senior officers, employees and consultants of the Company (“Participants”). The exercise periods and vesting periods of options granted under the Plan are to be determined by the Company with approval from the Board of Directors. The expiration of any option will be accelerated if the participant’s employment or other relationship with the Company terminates. The exercise price of an option is to be set by the Company at the time of grant but shall not be lower than the market price (as defined in the Plan) at the time of grant.
The following table summarizes information about outstanding stock option transactions:
| | | | | Weighted | |
| | Number of | | | average | |
| | options | | | exercise price | |
| | | | | $ | |
Balance at January 1, 2018 | | 3,400,000 | | | 0.16 | |
Options granted | | 1,850,000 | | | 0.09 | |
Options cancelled | | (400,000 | ) | | 0.16 | |
Balance at December 31, 2018 | | 4,850,000 | | | 0.13 | |
Options granted | | 3,500,000 | | | 0.06 | |
Options cancelled | | (800,000 | ) | | 0.13 | |
Balance at June 30, 2019 | | 7,550,000 | | | 0.10 | |
Details of the stock options as at June 30, 2019 are as follows:
| | Outstanding | | | Exercisable | |
| | | | | Weighted average | | | | | | | | | Weighted average | | | | |
| | Number | | | exercise | | | contractual | | | Number | | | exercise | | | contractual | |
| | of options | | | price | | | life (years) | | | of options | | | price | | | life (years) | |
| | | | | $ | | | | | | | | | $ | | | | |
$0.06 | | 3,500,000 | | | 0.06 | | | 4.60 | | | 1,750,000 | | | 0.06 | | | 4.60 | |
$0.09 | | 1,450,000 | | | 0.09 | | | 1.50 | | | 1,450,000 | | | 0.09 | | | 1.50 | |
$0.16 | | 2,600,000 | | | 0.16 | | | 1.93 | | | 2,600,000 | | | 0.16 | | | 1.93 | |
| | 7,550,000 | | | 0.10 | | | 3.09 | | | 5,800,000 | | | 0.11 | | | 2.63 | |
The fair value of the options issued during the six months ended June 30, 2019 and 2018 was estimated using the Black Scholes option pricing model with the following weighted average inputs:
For the six months ended June 30 | | 2019 | | | 2018 | |
| | | | | | |
Fair value at grant date | $ | 0.06 | | $ | 0.04 | |
Expected volatility | | 108.49% | | | 100.59% | |
Expected option life | | 2.16 years | | | 1.46 years | |
Dividends | | 0.0% | | | 0.0% | |
Risk-free interest rate | | 1.82% | | | 1.80% | |
Estimated forfeiture rate | | 4.10% | | | 5.04% | |
Expected volatility is based on historical volatility and average weekly stock prices were used to calculate volatility. Management believes that the annualized weekly average of volatility is the best measure of expected volatility.
11
DXI ENERGY INC. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
For the Six Months Ended June 30, 2019 and 2018 |
(All tabular amounts are expressed in thousands of Canadian dollars unless otherwise noted) |
|
NOTE 12 – SUPPLEMENTAL INFORMATION
(a) | Changes in working capital consisted of the following: |
| | Six months ended June 30 | |
| | 2019 | | | 2018 | |
| | $ | | | $ | |
Changes in working capital: | | | | | | |
Accounts receivable | | (17 | ) | | 146 | |
Prepaids and deposits | | 35 | | | 21 | |
Accounts payable and accrued liabilities | | 22 | | | 705 | |
| | 40 | | | 871 | |
Comprised of: | | | | | | |
Operating activities | | (241 | ) | | 382 | |
Investing activities | | 264 | | | 23 | |
Financing activities | | 17 | | | 22 | |
| | 40 | | | 427 | |
Other cash flow information: | | | | | | |
Cash paid for interest | | - | | | 192 | |
Income taxes paid | | - | | | - | |
Basic loss per share amounts has been calculated by dividing the net loss for the year attributable to the shareholders’ of the Company by the weighted average number of common shares outstanding. Stock options and share purchase warrants were excluded from the calculation. The basic and diluted net loss per share is the same as the stock options and share purchase warrants were anti-dilutive. The following table summarizes the common shares used in calculating basic and diluted net loss per common share:
| | Three months ended June 30, | | | Six months ended June 30, | |
| | 2019 | | | 2018 | | | 2019 | | | 2018 | |
Weighted average common shares outstanding | | | | | | | | | | | | |
Basic | | 187,211,813 | | | 103,606,088 | | | 180,468,001 | | | 103,606,088 | |
Diluted | | 187,211,813 | | | 103,606,088 | | | 180,468,001 | | | 103,606,088 | |
NOTE 13 – RELATED PARTY TRANSACTIONS
During the six months ended June 30, 2019 and 2018 and in addition to the loans from related parties (note 6), the Company entered into the following transactions with related parties:
(a) | Compensation awarded to key management included a total of salaries and director fees of $125,000 (2018 - $115,000) and non-cash stock-based compensation of $82,000 (2018 - $77,000). Key management includes the Company’s officers and directors. The salaries and director fees are included in general and administrative expenses. Included in accounts payable and accrued liabilities at June 30, 2019 is $247,000 (December 31, 2018 - $207,000) owing to the officers and directors of the Company. |
| |
(b) | Interest expenses of $Nil (2018 - $192,000) related to the loans from related parties were paid in cash to the companies controlled by or associated with a director of the Company. And, interest expenses of $161,000 (2018 - $Nil) related to the loans from related parties were paid via issuance of the Company’s shares to the companies controlled by or associated with a director of the Company. |
12
DXI ENERGY INC. |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
For the Six Months Ended June 30, 2019 and 2018 |
(All tabular amounts are expressed in thousands of Canadian dollars unless otherwise noted) |
|
NOTE 14 – OPERATING SEGMENTS
Segment information is provided on the basis of geographic segments as the Company manages its business through two geographic regions – Canada and the United States. The two geographic segments presented reflect the way in which the Company’s management reviews business performance. The Company’s revenue and losses of each geographic segment are as follows:
| | Canada | | | United States | | | Total | |
| | 2019 | | | 2018 | | | 2019 | | | 2018 | | | 2019 | | | 2018 | |
| | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
Six months ended June 30 | | | | | | | | | | | | | | | | | | |
Revenues, net of royalties | | 343 | | | 710 | | | 163 | | | 250 | | | 506 | | | 960 | |
Segmented loss | | (1,267 | ) | | (1,882 | ) | | (136 | ) | | (386 | ) | | (1,403 | ) | | (2,268 | ) |
Amortization, depletion and impairment losses | | 107 | | | 573 | | | 66 | | | 81 | | | 173 | | | 654 | |
Interest expense | | 398 | | | 420 | | | - | | | - | | | 398 | | | 420 | |
Capital expenditures | | 1,342 | | | 693 | | | - | | | 1 | | | 1,342 | | | 694 | |
NOTE 15 – SEASONALITY OF OPERATIONS
There are factors causing quarterly variances that may not be reflective of the Company’s future performance. These include, but are not limited to weather conditions, oil and gas production, drilling activities which are affected by oil and natural gas commodity prices, global economic environment, as well as unexpected production curtailment caused by activities such as plant shutdown work. As the Company has operations in the United States, the consolidated financial results may vary between periods due to the effect of foreign exchange fluctuations in translating the expenses of its operations in the United States to Canadian dollars. As a result, quarterly operating results should not be relied upon as any indication of results for any future period.
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