Mr. Gary McCone reports
NOVEKO INTERNATIONAL INC. ANNOUNCES ITS RESULTS FOR THE THIRD QUARTER ENDED MARCH 31, 2013 AND UPDATES
For the third quarter
ended March 31, 2013, Noveko
International Inc.'s
consolidated revenue totalled $380,000 considering that the
operations of SARL Noveko Algerie and of SAS
ECM are now being treated as discontinued operations in
accordance with IFRS (international financial reporting standards) because of the corporation's decision to divest
itself of these subsidiaries. This is a decrease of $600,000 compared with the revenues of the third quarter ended March 31, 2012,
computed on the same basis. The net loss
from continuing operations amounted to $2.2-million (two cents per basic and
diluted share) for the third quarter of 2013, compared with $2.6-million (two cents per basic and diluted share) for the third quarter of
2012. The net loss (including the net loss from discontinued
operations) amounted to $5.0-million (five cents per
basic and diluted share), compared with $2.8-million (three cents per basic and diluted share)
for the third quarter of 2012.
Although on a short-term basis, the corporation's revenues have
substantially decreased because of its decision to transfer its shareholdings in Noveko Algerie and in ECM (now stated as discontinued
operations), management believes that the realignment of the company's resources
in the air filtration segment should have a positive impact on the
corporation's financial situation, results and future prospects over
the midterm to long term.
Summary
Despite a highly difficult financial situation during the last quarters,
the company has multiplied its efforts on the implementation of the measures
contained in the strategic plan already described in its previous
MD&As (management's discussion and analysis), especially the search for and implementation of financing initiatives in order to improve this financial situation and to allow
the corporation to focus its human and financial resources on the
commercialization of its air filtration solutions.
This highly difficult financial situation, including the company's cash
deficiencies, results from several factors, including: (i) previous
quarters' sales well below anticipated levels, particularly the sale
of the company's anti-microbial masks, and respirators and sanitizers, but also
those of its air filtration solutions, for which the characteristics
significantly differ from those of conventional air filters including
their commercialization by way of lease agreements that contrast with
the buildings' owners and managers' typical purchase patterns; (ii)
breaches of the company's contractual undertakings toward Third Eye Capital
Corp. (TEC) with respect to the Sept. 28, 2011, financing
resulting, among other things, from missed sales
forecasts; (iii) the failure to sell the company's shares of ECM and the ensuing
opening of a procedure de sauvegarde (safeguarding procedure); and (iv)
the postponement of the transfer of the company's shareholding in Noveko Algerie.
As a direct consequence of these cash deficiencies, the amounts due to
the company's suppliers have significantly increased, which consequently caused
serious bottlenecks in the supply of raw materials.
In such circumstances, the research and execution of new financings
remained during the third quarter management's utmost priority. With
respect to the transfer of the company's shareholding in Noveko Algerie, it has
been completed effective March 31, 2013.
Financings
Pursuant to the company's urgent need for working capital, the corporation
announced on Jan. 11, 2013, a private placement of units, at a price
of 12 cents per unit, for a minimum amount of $100,000 (833,333 units) and
a maximum amount of $500,000 (4,166,667 units), each unit comprising one Class A share and one-half of one warrant. Each entire
warrant entitles its holder to purchase one Class A share at a price of
20 cents per share during a period of 24 months after the issuance of the
units. On Jan. 28, 2013, the company proceeded with a first closing of this
placement whereby a total number of 1,566,667 Class A shares and
783,334 warrants were issued by the corporation for a total amount of
$188,000, from which an amount of $50,000 was subscribed to by a
corporation's insider. On March 22, 2013, taking into account the
prevailing market conditions, the corporation announced the end of this
private placement of units and approved a new private placement of
Class A shares, at a price of six cents per share, for a minimum amount of
$320,000 (5,333,333 Class A shares) and a maximum amount of $500,000
(8,333,333 Class A shares). A first closing occurred on March 28, 2013,
whereby a total number of six million Class A shares were issued by the
corporation for a total amount of $360,000, from which a total amount
of $326,000 was subscribed to by corporation's insiders.
In connection with the company's search for financing, the corporation's board of
directors had approved, during the second quarter of 2013, resolutions for
the borrowing by the corporation of an amount between $10-million and $12-million, that was supposed to take the form of (i) the issuance of
secured convertible debentures for an amount of $5-million to
$7-million, bearing interest at an annual rate of 8 per cent, payable
quarterly, reimbursable 36 months after their issuance and convertible
into the corporation's Class A shares on the basis of one Class A share
for each 31 cents in capital debenture, and (ii) a 36-month term loan of a
principal amount of $5-million, bearing interest at an annual rate of
10 per cent, payable quarterly.
On May 14, 2013, the corporation's board of directors approved
resolutions for the borrowing of an amount of $10-million that should
take the form of a 36-month term loan, and bearing interest at an
annual rate of 9 per cent payable quarterly. This
term loan shall be secured by all the corporation's assets. These
resolutions replace the resolutions previously adopted during the
second quarter of 2013. It is now anticipated that the closing of the
primary financing will occur before the end of May, 2013. Proceeds of
the primary financing will be used to pay TEC the amounts due pursuant
to the 2011 financing.
The corporation is in default and is not compliant with its contractual
undertakings to TEC, and TEC may require at any time the full
reimbursement of the credit facility and of the secured convertible
debentures of the 2011 financing, and exercise all hypothecary recourses
provided for in the agreements governing the 2011 financing, against
the corporation's assets, including the shares of its subsidiaries, and
against the assets of its Canadian subsidiaries, which will have a huge
negative impact for the corporation and its shareholders. The
corporation monitors its financial situation on a continuous basis with
TEC. Even though management is confident that the closing of the
primary financing will occur as anticipated, no assurance can be given
that TEC will not exercise the aforementioned hypothecary recourses
before the closing of the primary financing.
Remedial review process
Since mid-February, 2013, the listing of the corporation's Class A shares
at the Toronto Stock Exchange is subject to a remedial review process by the exchange. At
the corporation's request, the exchange has granted the corporation
extensions ending no later than June 17, 2013, to demonstrate that the
deficiencies identified have been rectified. The identified
deficiencies are connected with the corporation's financial situation
taking into account the continued listing criteria. The closing of the
primary financing anticipated to occur before the end of May, 2013, is a
key factor to maintain the listing of the corporation's Class A shares
on the Toronto Stock Exchange. No guarantee can be however provided
that the exchange will consider that the closing of the primary
financing is sufficient to maintain such listing.
Air filtration segment
One of the main objectives of the company's strategic plan is to realign its human
and financial resources in its most promising technologies,
specifically the air filtration solutions, in order to ultimately
optimize the corporation's value. The filtration segment also suffered
as did the company's other activities segments from the difficult situation of
the last quarters. However, the company is optimistic that the closing of the
primary financing will allow the corporation to accelerate its commercialization approaches in that segment.
The company's business model in the air filtration market for buildings other than
farm buildings is based on the signing of long-term agreements (now
generally four years). This stands apart from the traditional business
model associated with standard air filters, which is typically based on
one-time orders, generally without a commitment to any particular
supplier. The longer-term commitment of the company's filtration solutions
users, which is moreover rooted in their unique attributes, ensures the company of recurring revenues and earns its clients' loyalty. However, since
this business model is completely at odds from the current business
model, that being a three-month sales cycle for conventional air
filters, the penetration of the company's air filtration solutions is much slower
than the company would like and that it had anticipated. Now that the novelty of
the numerous advantages that they represent over conventional air
filters is no longer an obstacle to the adoption of the company's air filtration
solutions and given a closing of the primary financing before the end
of May, 2013, the company is confident of being able to accelerate the
commercialization of its air filtration solutions.
The Noveko filters offer superior filtration capacity and durability
while putting less restriction on ventilation, thereby requiring less
power from ventilation systems, thus saving substantial energy. The filters are also cleanable and recyclable, significantly reducing the
number of filters used, and the labour costs associated with their
replacement and the elimination of waste. It is notably the
incorporation of anti-microbial agents into the company's filter fibres,
protecting them against deterioration from the effects of
micro-organisms, that accounts for cleanability and durability. All these
positive features make them an ideal solution for users as part of a
sustainable development strategy.
Helped by the results of tests conducted on the company's filters installed in
excess of 36 months in the Greater Montreal Area buildings confirming
their distinctive features and other conclusive tests conducted by an engineering firm, the company has demonstrated that its filters
enable users to achieve ventilation systems with related energy savings of
approximately 15 per cent to 25 per cent. The company has been authorized to divulge to its potential customers the results of these credible tests, which could
help it convince them more easily. Also, the company is now experiencing from
buildings owners and managers in Quebec and in Ontario an increasing
interest in the company's air filtration solutions. In the second quarter the company renewed the first lease agreement it signed three years ago (one of the
most important in terms of revenues) for an additional four-year period.
This first renewal is indisputable proof of the efficiency and other
advantages of the company's air filters.
SELECTED CONSOLIDATED FINANCIAL INFORMATION
Three months to Nine months to
March 31, March 31,
(in thousands of $, except per-share amounts) 2013 2012 2013 2012
Revenue $ 376 $ 1,025 $ 2,023 $ 3,962
Gross profit $ 32 $ (43)$ 827 $ 1,289
Operating loss before amortization, net financial
expenses, income taxes and discontinued operations $ (1,135) $(1,825) $(3,092) $(4,118)
Net result from continuing operations (2,211) (2,546) (5,891) (5,590)
Net result from discontinued operations (1) (2,794) (294) (1,854) (304)
Net result $ (5,004) $(2,839) $(7,744) $(5,894)
Earnings per Class A share (basic and diluted)
From continuing operations $ (0.02) $ (0.03) $ (0.06) $ (0.06)
From discontinued operations (1) $ (0.03) $ - $ (0.02) $ -
Total $ (0.05) $ (0.03) $ (0.08) $ (0.06)
(1) Related to Noveko Algerie's operation for the period from July 1, 2012, to Dec. 31, 2012,
and ECM's operation for the three quarters of 2013, and Noveko Algerie, ECM's and Bolduc
Leroux's operation for the three quarters of 2012.
(2) Related to Noveko Algerie and ECM as at June 30, 2012, and to ECM only as at March 31,
2013.
We seek Safe Harbor.
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