Mr. Paul Howell reports

POSERA-HDX ANNOUNCES RECORD SALES FOR FISCAL 2014

Posera-HDX Ltd. has released its financial results for the three months and year ending Dec. 31, 2014.

Throughout 2014 Posera-HDX Ltd. focused on integrating the newly acquired Zomaron business unit, building and acquiring technologies to round out the company's product and service offering, identifying and negotiating to acquire organizations complementary to the company's growth strategy.

On Dec. 31, 2014, the company completed the acquisition of Terminal Management Services Ltd. TMC provides wireless EMV chip and PIN pay-at-the-table credit and debit card processing software and hardware solutions to Canadian merchants nationwide. Based in Markham, Ont., TMC has deployed its payment software solutions through direct sales and strategic partnerships with the world's largest payment terminal manufacturers.

TMC's solutions and services integrate directly with most of the leading restaurant POS applications worldwide. Because TMC's middle-ware product is POS solution agnostic, payment processing relationships can be achieved regardless of the POS solution employed by a particular restaurant.

TMC's solutions will be marketed and deployed in the United States where the requirement for pay-at-the-table solutions is becoming a necessary part of restaurant operations due to the introduction of EMV chip and PIN requirements. The credit card/merchant liability shift due to take place in October of 2015 will result in merchants needing to upgrade their current payment terminals that are currently purely magnetic stripe readers. There are over 900,000 restaurants in the United States and very few offer pay-at-the-table today.

TMC's product offering will be marketed through Posera-HDX's direct sales team, through the company's 95 software reseller partners, and through Zomaron's 175 sales agents. Furthermore, the company intends to offer licence agreements for TMC pay-at-the-table products to large American payment processors as the vast majority currently do not have a PATT solution to offer to their merchant base.

On Oct. 1, 2014, the company announced that it had signed a letter of intent to acquire Premier Payments Systems Inc. of Oak Brook, Ill. Founded in 2010, Premier Payment Systems provides payment processing solutions for debit and credit transactions to clients throughout the United States. Based in the western suburbs of Chicago, Premier is superbly situated to fuel HDX's growth strategy in the United States. The combined company will ramp quickly to offer merchants best-in-breed payment and point-of-sale solutions in time for the upcoming liability shift for EMV chip and PIN slated for October, 2015. HDX has developed and deployed EMV chip and PIN enabled solutions at thousands of merchant locations throughout Europe and Canada over many years and is well prepared to scale the combined organization for the coming opportunity in the United States. Premier has established its own bank identification number, maintains multiple front-end authorization network agreements, holds its payment processing agreements directly with its merchants, performs its own continuing risk monitoring and underwriting, and has the ability to transfer its merchant processing base from one back-end settlement network and sponsor bank to another if necessary.

Posera-HDX's total revenue was $20,114,450 for the year ended Dec. 31, 2014, an increase of $603,038 (3.1 per cent) from $19,511,412 for the year ended Dec. 31, 2013. The company achieved a normalized EBITDA (earnings before interest, taxes, depreciation and amortization) loss of $12,460, which does not include including amortization of intangible assets, amortization of equipment, stock-based compensation, one-time expenses, income taxes and interest charges.

EBITDA loss was $788,325 for the year ended Dec. 31, 2014, a decrease of $1,731,921 from a profit of $943,596 for the year ended Dec. 31, 2013. No revenue was recognized from the acquisition of TMC in 2014 as the transaction was completed Dec. 31, 2014.

The company acquired the payment processing entity Zomaron in December, 2013. The company has stated its goal to meet the criteria to recognize the gross payment processing fees as payments processing revenue through future acquisitions. Had the company recorded the gross payment processing fees as payment processing revenue the company would have achieved adjusted total revenue of $34,046,519 for the year ended Dec. 31, 2014, compared with $20,073,307 for the year ended Dec. 31, 2013, representing an increase of $13,973,212 (69.6 per cent)(1).

Under international financial reporting standards, the company is currently considered a resale ISO that sells payment processing contracts on behalf of third party processors, therefore the company recorded payment processing revenue of $1,404,592 for the year ended Dec. 31, 2014, compared with $160,615 for the year ended Dec. 31, 2013, representing an increase of $1,243,976 (774.5 per cent). For Zomaron, gross payment processing fees represents the total payment processing fees that are earned by Zomaron's third party processors, of which Zomaron receives a percentage of these fees.

The company achieved revenue of $5,364,531 for the three months ended Dec. 31, 2014, a decrease of $576,210 (9.7 per cent) from a record revenue quarter of $5,940,741 for the three months ended Dec. 31, 2013, and revenues are up $670,826 (14.3 per cent) from $4,693,705 for the three months ended Sept. 30, 2014. Normalized EBITDA profit for the three months ended Dec. 31, 2014, was $65,014, a decrease of $592,015 from a profit of $657,029 for the three months ended Dec. 31, 2013, and an increase of $235,903 from an EBITDA loss of $170,889 for the three months ended Sept. 30, 2014.

The company continues to pursue acquisitions within the point of sale and payments industries although none are specifically named at this time.

Year ended Dec. 31, 2014, highlights and summary:

• Revenues and earnings for the combined entity for the year ended Dec. 31, 2013, include 22 days of operating results for Zomaron, which was acquired on Dec. 9, 2013, whereas revenues and earnings for the year ended Dec. 31, 2014, include a full 12 months of operations for Zomaron.
• Net income/loss for the year ended Dec. 31, 2014, was a loss of $1,860,518, down $868,080 from a loss of $992,438 for the year ended Dec. 31, 2013.
• EBITDA profit/loss for the year ended Dec. 31, 2014, was a loss of $788,325, down $1,731,921 from a profit of $943,596 for the year ended Dec. 31, 2013.
• Normalized EBITDA profit/loss for the year ended Dec. 31, 2014, was a loss of $12,460, a decrease of $556,423 from $543,963 for the year ended Dec. 31, 2013.
• Total revenue was $20,114,450 for the year ended Dec. 31, 2014, up $603,038 (3.1 per cent) from $19,511,412 for the year ended Dec. 31, 2013.
• Total point-of-sale revenue was $18,709,858 for the year ended Dec. 31, 2014, down $640,938 (3.3 per cent) from $19,350,796 for the year ended Dec. 31, 2013.
• Total payment processing revenue was $1,404,592 for the year ended Dec. 31, 2014, up $1,243,976 (774.5 per cent) from $160,616 for the year ended Dec. 31, 2013.
• Total gross payment processing fees were $15,336,661 for the year ended Dec. 31, 2014, up $14,614,150 (2,022.7 per cent) from $722,511 for the year ended Dec. 31, 2013.
• Gross profit was $8,674,864 for the year ended Dec. 31, 2014, up $741,312 (9.3 per cent) from $7,933,552 for the year ended Dec. 31, 2013.
• Operating expenses were $10,598,116 for the year ended Dec. 31, 2014, up $1,932,052 (22.3 per cent) from $8,666,064 for the year ended Dec. 31, 2013.
• Operating expenses were $10,598,116 for the year ended Dec. 31, 2014, up $1,932,052 (22.3 per cent) from $8,666,064 for the year ended Dec. 31, 2013.

Three months ended Dec. 31, 2013, highlights and summary:

• Revenues and earnings for the combined entity for the three months ended Dec. 31, 2013, include 22 days of operating results for the acquired entity Zomaron, which was acquired on Dec. 9, 2013, whereas revenues and earnings for the three months ended Dec. 31, 2014, and Sept. 30, 2014, include the operations for the full quarterly reporting period for Zomaron.
• Net income/loss for the three months ended Dec. 31, 2014, was a loss of $593,788, down $954,561 from income of $360,773, for the three months ended Dec. 31, 2013, and down $393,612 from a loss of $200,176 for the three months ended Sept. 30, 2014.
• EBITDA profit/loss for the three months ended Dec. 31, 2014, was a loss of $441,076, down $1,091,759 from income of $650,683 for the three months ended Dec. 31, 2013, and down $425,253 from an EBITDA loss of $15,823 for the three months ended Sept. 30, 2014.
• Normalized EBITDA profit/loss for the three months ended Dec. 31, 2014, was $65,014, a decrease of $592,015 from $657,029 for the three months ended Dec. 31, 2013, and an increase of $235,903 from a loss of $170,889 for the three months ended Sept. 30, 2014.
• Total revenue was $5,364,531 for the three months ended Dec. 31, 2014, down $576,210 (9.7 per cent) from $5,940,741 for the three months ended Dec. 31, 2013, and up $670,826 (14.3 per cent) from $4,693,705 for the three months ended Sept. 30, 2014.
• Gross profit was $2,124,805 for the three months ended Dec. 31, 2014, down $560,779 (20.9 per cent) from $2,685,584 for the three months ended Dec. 31, 2013, and up $21,747 (1.0 per cent) from $2,103,058 for the three months ended Sept. 30, 2014.
• Operating expenses were $2,853,003 for the three months ended Dec. 31, 2014, up $632,238 (28.5 per cent) from $2,220,765 for the three months ended Dec. 31, 2013, and up $452,473 (18.9 per cent) from $2,400,530 for the three months ended Sept. 30, 2014.
• Included in cost of sales and operating expenses for the three months ended Dec. 31, 2014, Dec. 31, 2013, and Sept. 30, 2014, were certain one-time non-recurring expenditures, non-cash amortization of intangible assets and property plant and equipment, non-cash stock-based compensation expense and non-cash impairment to assets totalling $793,212, $260,994 and $126,583, respectively.
• Posera-HDX's cash and cash equivalents totalled $1,442,686 as at Dec. 31, 2014, a decrease of $1,511,429 (51.2 per cent) from $2,954,115 as at Dec. 31, 2013, and a decrease of $450,406 (23.8 per cent) from $1,893,092 as at Sept. 30, 2014. Bank indebtedness was $207,103 as at Dec. 31, 2014, an increase of $2 (0.0 per cent) compared with $207,101 as at Dec. 31, 2013, and an increase of $6 (0.0 per cent) compared to $207,097 as at Sept. 30, 2014.

Note:

1. The company's ability to recognize the gross payment processing fees as payment process revenue for the calculation of adjusted total revenue, would have resulted in a similar increase in the company's costs of sales resulting in a minimal impact to earnings for the comparative periods.

We seek Safe Harbor.