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Final Results

31 Mar 2015 07:00

RNS Number : 9287I
PuriCore Plc
31 March 2015
 



PuriCore plc ("PuriCore" or the "Group")

Final Results for the Year Ended 31 December 2014

 

A Year of Significant Change

 

31 March 2015 - PuriCore plc (AIM: PURI), an international company focused on safe and effective protection against the spread of infectious pathogens, today announces its final results for the year ended 31 December 2014.

 

FINANCIAL HIGHLIGHTS

· Group revenue from Continuing Operations decreased as expected to $17.1 million (2013: $31.5m)

Consistent with previously reported trend, this reflects a much lower proportion of capital sales in 2014 compared to 2013 and changes to the Supermarket Retail business model

· Operating expenses from Continuing Operations lower by 4% to $12.2 million (2013: $12.6m)

· Loss from Continuing Operations was $7.0 million compared to a loss of $8.6 million in 2013

· Cash and cash equivalents, net of debt ($0.2m), were $20.7 million as at 31 December 2014 (as at 31 December 2013: $3.4m)

 

OPERATIONAL HIGHLIGHTS

· Sale of UK Endoscopy business completed on 30 June 2014 generating net proceeds of $25.6 million

· In Supermarket Retail

Achieving market acceptance following emphasis on growing consumables recurring revenue streams

Sizeable growth in concentrate placements and usage of ProduceFresh® and FloraFresh®

· In Health Sciences

Two significant new patents granted covering the stabilisation of high concentrations of hypochlorous acid and PuriCore's unique hypochlorous formulation for treating infections and inflammation

Changes in certain distribution arrangements for wound care products

· Strategic and Operational Review progressed

Overall strategy remains focused on commercially leveraging the Group's proprietary hypochlorous acid platform technology

Drive to increase recurring revenues in existing business segments to create more consistency and drive higher margins

Diversify product offerings and geographies through prudent and measured investments

New growth opportunities across the Group identified, particularly in Health Sciences

· Shares admitted to AIM

Board believes trading on AIM is more advantageous for shareholders due to increased flexibility, time savings and AIM's appeal to the retail investor

 

POST BALANCE SHEET EVENT

· New $17.8 million Sterilox® Fresh agreement with a top-three US supermarket retailer

 

Michael Ashton, Chief Executive Officer of PuriCore, said:

 

"This year represented a turning-point for PuriCore. We successfully completed the sale of our UK Endoscopy business for net proceeds of $25.6 million and we advanced the diversification of our Supermarket Retail business model to increase recurring revenues. The market acceptance of our ProduceFresh and FloraFresh consumables product line, as well as the recently-announced major Sterilox Fresh System purchase agreement, re-affirm the considerable value realised by Supermarket Retail customers who use our solution and establish a strong platform for further market penetration.

 

"During the year, we also undertook a broad-ranging strategic and operational review. The focus of the growth opportunities we identified continues to centre on leveraging PuriCore's unique, patented hypochlorous acid technology in areas where it delivers a competitive advantage, and we will provide updates on those opportunities in due course.

 

"I have enjoyed leading PuriCore through a time of transition. Ahead of my planned retirement at the upcoming Annual General Meeting, I wish to thank the Board and employees for their support and commitment during my tenure and I look forward to watching PuriCore continue to realise its growth potential in the coming years."

 

 

Enquiries:

 

PuriCore plc

+44 (0) 20 3727 1000

Michael Ashton, Chief Executive Officer

Marella Thorell, Chief Financial Officer and Chief Operating Officer

 

FTI Consulting

+44 (0) 20 3727 1000

Simon Conway/Mo Noonan/ Victoria Foster Mitchell

 

N+1 Singer (Nominated Adviser & Broker)

+44 (0) 20 7496 3000

Aubrey Powell/ Jen Boorer/ Thomas Smale

 

 

Chairman's Report

 

2014 has been a year of significant change for PuriCore. As part of our drive to build a sustainable future for the Group, we continued to implement changes that we initiated last year to our business units and revenue models to create a more focused and predictable business.

 

In June, we announced the successful sale of our UK-based Endoscopy business, PuriCore International Limited, to Medivators B.V for net proceeds of $25.6 million. The sale heralds a new chapter for PuriCore. To determine the optimal use of the sale proceeds, we initiated a far ranging strategic and operational review of our business to examine potential investment opportunities and evaluate operational aspects.

 

We have advanced the diversification of our Supermarket Retail business model to increase recurring revenues and drive greater consistency of sales. I am pleased to say that we are beginning to see traction with recurring revenue now accounting for 72.8% of Group revenue. However, overall Group revenues from Continuing Operations decreased as expected to $17.1 million (2013: $31.5m), reflecting a much lower proportion of capital sales in the year, as compared to the prior year, due to the deliberate promotion of our consumables products.

 

Whilst EBITDA* loss was $4.9 million for the year (2013 loss: $0.6m), the sale of the Endoscopy business generated a sizeable profit, leaving the Group with a healthy net cash balance of $20.7 million as at 31

December 2014.

 

Supermarket Retail

 

In Supermarket Retail, we remain focused on our growth strategy of delivering more profitable recurring revenues and improving margins. The rebalancing of product mix from capital sales to a heavier concentration of consumables has resulted, as expected, in a near-term decline in revenues to $15.6 million (2013: $28.9m).

 

Over the past 18 months, the Group has expanded its product platforms to provide customers with flexible purchasing options for its proprietary food-safe sanitizing solution that can be adapted to suit their business needs. Customers can now choose between the traditional capital equipment route, purchasing a Sterilox® Fresh System, which can be beneficial to high volume users, and ProduceFresh®, the concentrate product which is a bottled consumable version supplied through a concentrate delivery system.

 

Consequently, our new recurring revenue streams are growing. We have seen a strong increase in concentrate placements for ProduceFresh® and FloraFresh® resulting in recurring revenues in 2014 representing 70.1% of Supermarket Retail revenue.

 

With momentum building, we have continued to gain market share for ProduceFresh® and FloraFresh® in this current year. The Board believes that the structure now in place will provide the base from which we can leverage our brand strength and expertise to continue to build a significant stake in the Supermarket Retail segment, through both capital equipment and consumables sales.

 

 

Health Sciences

 

Excluding the profits from the sale of the Endoscopy business, Health Sciences revenues were $1.5 million (2013: $1.8m excluding $0.8m from milestone payments). This decrease was primarily due to changes in the distribution arrangements for certain wound care products.

 

Ueno Corporation, our distribution partner for Vashe® Wound Therapy in the Middle East and North African countries, has made good progress with sales expanding into new countries. In 2013, we transitioned the Vashe® Wound Therapy marketing rights in North America to SteadMed Medical. In 2014, SteadMed became our marketing partner for ultrasonic applications following termination of our agreement with Misonix.

 

During the year, we completed development of our second Vashe® Wound Therapy product - Vashe® Wound Hydrogel - a complementary safe and effective wound dressing, aiding the healing process in acute and chronic wounds including diabetic ulcers and burns. In Dermatology we are currently seeking a new distribution partner following the acquisition of Onset Dermatologics by Valeant Pharmaceuticals.

 

We introduced a new addition to our Animal Health product range - NovaZo® Wound Hydrogel Dressing - a safe and effective wound irrigation system for use on companion and large animals. This new complementary hydrogel aids in the management of wounds that may contain dirt, debris, and/or microorganisms, providing for an optimal environment to enable the animal to heal itself.

 

As we continue to expand our product offering, the strengthening of our IP portfolio is integral to the protection of our competitive advantage. During the period, we were granted two further patents enhancing the commercial opportunity for our unique hypochlorous acid technology.

 

Through our strategic review we have identified other commercial opportunities within Health Sciences and we will provide further updates as we progress these options.

 

Building the Right Future for PuriCore

 

Whilst we understand that some of the directional changes implemented in the business have yielded a considerable decline in the near-term financial performance, the Board remains confident that these strategies will provide greater sustainable shareholder value in the longer term.

 

As a result of our strategic and operational review, we have identified new growth opportunities across the Group, particularly in Health Sciences. We are targeting product development and partnership opportunities that will yield a commercial return for PuriCore and leverage our unique, patented hypochlorous acid technology in areas where it delivers a competitive advantage. These areas not only include new products, additional regulatory approvals and applications, but also geographic expansion. With prudent investment, this strategy provides the potential for future growth, underpinned by our recurring revenue model.

 

In order to give PuriCore the best platform possible, the Board took the decision in December to transfer our listing on the London Stock Exchange Main Market to AIM. We believe that AIM is the right home for PuriCore as it has been specifically designed to meet the needs of smaller and growing companies while retaining the appropriate investor protection.

 

In October, Michael Ashton announced his intention to retire as our Chief Executive Officer by the time of our Annual General Meeting on 18 June 2015. He has made transformational changes to PuriCore and has set the Company on a more secure footing for the future. We thank him for his dedication in guiding the business to where it is today.

 

We are engaged in a search for a suitably qualified CEO to lead the business into its next phase of development. We have made changes to the structure of the Board including the appointment of Marella Thorell as Chief Operating Officer as well as Chief Financial Officer to reflect her broad-based contribution to and responsibilities within the Group.

 

Finally, I would like to say that we are impressed by the commitment of our employees and thank them for all their hard work during this somewhat disruptive year to help build a long term and brighter future for our business.

 

Charles Spicer

Non-Executive Chairman

31 March 2015

 

* Earnings before interest, tax, depreciation, amortisation, non-cash equity-related charges.

 

 

Chief Financial Officer's Report

 

Continuing Operations comprise the Group's Supermarket Retail business and the Wound Care and Dermatology business within Health Sciences, following the sale of the Endoscopy business, PuriCore International Limited (PIL), to Medivators B.V, completed on 30 June 2014. PIL's results for all periods presented in the Statement of Comprehensive Income are reflected as Discontinued Operations. The Cash Flow Statement for the period ended 31 December 2014 reflects PIL results and the disposal accounting within operating and investing activities. Group results described in this report reflect Continuing Operations, unless otherwise noted.

 

Income Statement

 

Group revenue decreased 45.5%, as expected, to $17.1 million for the period (2013: $31.5m), reflecting a much lower proportion of capital sales in the year as we transition to a more consistent recurring revenue model in Supermarket Retail.

 

Gross profit margin for the Group decreased to 28% (2013: 31%). Gross margin was negatively impacted as fixed costs were spread over a lower total revenue base. We also incurred costs related to the start-up, establishment and product updates arising from high level of concentrate delivery system placements during the period.

 

Operating expenses decreased 4% to $12.2 million (2013: $12.6m) due to lower General & Administrative (G&A) and Sales & Marketing(S&M) expenses. This was partially offset by investments in expanding the intellectual property portfolio and Research & Development (R&D) initiatives to drive growth in the business.

 

For 2014, PuriCore reported an EBITDA* loss of $4.9 million (2013 loss: $0.6m).  Loss for the year was $7.0 million, (2013: $8.6m, including a $5.8m non-cash loss on the discount of the conversion price on the converted loan notes). Net profit generated by Discontinued Operations (after taxes) was $21.7 million (2013: $2.2m), due to a significant gain recognised on the sale of the UK Endoscopy business. Total Comprehensive Income for the period, including Continuing and Discontinued Operations was $14.7 million (2013: loss of $6.5m).

 

Cash Flow

 

Cash and cash equivalents held as at 31 December 2014 were $20.9 million (as at 31 December 2013: $3.4m). PuriCore used $2.3 million of cash in operating activities (from Continuing and Discontinued Operations) and spent $3.5 million to fund the purchase of fixed assets (primarily concentrate delivery systems placed in supermarkets) and to fund capitalised R&D projects. Net cash proceeds of $25.6 million were realised from the sale of PIL and cash disposed on the sale of the business was $2.6 million. The Group borrowed $2.2 million and then re-paid $2.0 million on the line of credit (leaving a debt balance of $0.2 million at 31 December 2014).

 

Debt

 

As a result of our strong cash position following the sale of PIL, the Group decided to repay $2.0 million of its line of credit, leaving the Group virtually debt free with an outstanding balance of $0.2 million as at 31 December 2014 (31 December 2013: nil).

 

Discontinued Operations

 

The sale of the UK Endoscopy business, PuriCore International Limited, to Medivators B.V. was completed on 30 June 2014, generating gross proceeds of $28.7 million and net proceeds of $25.6 million after accounting for purchase price adjustments and deal costs.

 

 

Marella Thorell

Chief Financial Officer & Chief Operating Officer

31 March 2015

 

* Earnings before interest, tax, depreciation, amortisation, non-cash equity-related charges.

 

 

 

 

Consolidated Statement of Comprehensive IncomeFor the Years Ended 31 December

 

2014

2013

$

$

CONTINUING OPERATIONS *

Revenue

17,145,386

31,455,227

Cost of sales

(12,349,354)

(21,696,394)

Gross Profit

4,796,032

9,758,833

Sales and marketing expenses

(3,596,582)

(3,872,017)

General and administrative expenses

(6,092,082)

(6,478,614)

Research and development expenses

(2,484,378)

(2,270,257)

Total operating expenses

(12,173,042)

(12,620,887)

Loss before Interest and Tax

(7,377,010)

(2,862,054)

Finance income

399,843

84,138

Finance costs

(44,431)

(45,644)

Loss on discount of convertible bond (Exceptional)

-

(5,800,671)

Net Finance Income / (Costs)

355,412

(5,762,177)

Loss before Taxation

(7,021,598)

(8,624,231)

Taxation expense on Continuing Operations

-

-

Loss from Continuing Operations

(7,021,598)

(8,624,231)

Profit from Discontinued Operations, net of tax

21,727,755

2,234,139

Profit / (Loss) for the Year Attributable to Equity Holders of the Parent

14,706,157

(6,390,091)

Other Comprehensive Income (Loss):

Items that Will Not Be Reclassified to Profit and Loss

-

-

Items that Are or May Be Reclassified to Profit and Loss:

Foreign currency translation differences for foreign operations

38,373

(137,552)

Total Comprehensive Income / (Loss) for the Period Attributable to Equity Holders of the Parent

14,744,530

(6,527,643)

Profit / (Loss) per Share, Basic and Diluted

0.29

(0.13)

Loss per Share, Continuing Operations, Basic and Diluted

(0.14)

(0.17)

 * Continuing Operations comprise the Group's Supermarket Retail and Wound Care and Dermatology businesses.

 

 

 

 

 

Consolidated Statement of Changes in EquityFor the Years Ended 31 December

Share capital

Share premium

Other reserves

Retained earnings

Cumulative translation adjustment

Total

$

$

$

$

$

$

At 31 December 2012

4,527,883

163,082,712

8,531,276

(175,284,872)

(2,265,884)

(1,408,885)

Total recognised income and expense

-

-

-

(6,390,091)

(137,552)

(6,527,643)

Shares issued, net of costs

3,987,758

17,026,603

-

-

-

21,014,361

 

Share-based payment and warrant movement

-

-

202,251

-

-

202,251

Transactions with owners

3,987,758

17,026,603

202,251

-

-

21,216,612

At 31 December 2013

8,515,641

180,109,315

8,733,527

(181,674,963)

(2,403,436)

13,280,084

Total recognised income and expense

-

-

-

14,706,157

38,373

14,744,530

Share-based payment movement

-

-

336,784

-

-

336,784

 

Transactions with owners

-

-

336,784

-

-

336,784

At 31 December 2014

8,515,641

180,109,315

9,070,311

(166,968,806)

(2,365,063)

28,361,398

 

Other reserves relate to share-based payments and warrant expense

 

 

 

 

 

Consolidated Statement of Financial Position

As at 31 December

 

2014

2013

$

$

ASSETS

Non-Current Assets

Intangible assets

1,183,708

5,079,009

Property, plant, and equipment

3,147,640

2,336,102

Non-current lease and other receivables

2,372,119

3,048,459

Deferred tax asset

-

1,950,860

Total Non-Current Assets

6,703,467

12,414,430

Current Assets

Inventories

1,034,150

3,123,905

Trade and other receivables

2,954,266

7,089,045

Cash and cash equivalents

20,887,379

3,438,868

Total Current Assets

24,875,795

13,651,818

Total Assets

31,579,262

26,066,248

LIABILITIES

Current Liabilities

Trade and other payables

(2,994,541)

(12,637,237)

Loans and borrowings

(223,323)

-

Provisions

-

(148,928)

Total Current Liabilities

(3,217,864)

(12,786,165)

Total Liabilities

(3,217,864)

(12,786,165)

Net Assets

28,361,398

13,280,083

EQUITY

Share capital

8,515,641

8,515,641

Share premium

180,109,315

180,109,315

Other reserves

9,070,311

8,733,527

Retained earnings

(166,968,806)

(181,674,963)

Cumulative translation adjustment

(2,365,063)

(2,403,436)

Issued Capital and Reserves Attributable to Equity Holders of the Parent

28,361,398

13,280,084

Total Equity

28,361,398

13,280,084

 

 

 

 

 

Consolidated Statement of Cash FlowsFor the Years Ended 31 December

2014*

2013*

$

$

Cash Flows from Operating Activities

Income / (Loss) for the year

14,706,157

(6,390,091)

Adjustments for non-cash:

Taxation

-

(100,581)

Finance costs

35,528

45,644

Finance income

(399,843)

(84,138)

Gain on sale of UK Endoscopy business

(20,986,260)

-

Depreciation and amortisation

2,495,566

2,891,544

Share-based payment and warrant expense

336,784

202,251

Loss on disposal of property, plant, and equipment

52,182

183,152

Loss on discount of convertible bond

-

5,800,671

Operating (Loss) / Profit before Movement in Working Capital

(3,759,886)

2,548,450

Decrease / (Increase) in trade and other receivables

1,067,130

(3,285,258)

(Increase) / Decrease in inventories

(505,443)

2,303,250

Increase / (Decrease) in trade and other payables

501,222

(496,506)

Cash (Used in) / Generated by Operations

(2,696,977)

1,069,936

Finance income

399,843

84,138

Tax received

-

380,339

Net Cash Flows from Operating Activities

(2,297,135)

1,534,413

Cash Flows from Investing Activities

Purchases of property, plant, and equipment

(2,644,504)

(1,013,044)

Purchases of intangible assets

(810,880)

(1,226,537)

Proceeds from sale of UK Endoscopy business

25,634,924

-

Cash disposed of from sale of UK Endoscopy business

(2,606,432)

-

Net Cash Flows from Investing Activities

19,573,108

 (2,239,581)

Cash Flows from Financing Activities

Proceeds from line of credit

2,235,528

-

Repayment of line of credit / borrowings

(2,012,205)

(797,378)

Interest paid on borrowings

(35,528)

(45,644)

Issue of shares and options, net of costs

-

2,520,606

Net Cash Flows from Financing Activities

187,795

1,677,584

Net Increase in Cash and Cash Equivalents

17,463,768

972,416

Cash and Cash Equivalents at Beginning of Year

3,438,868

2,537,145

Effect of Foreign Exchange Rate Changes on Cash Held

(15,257)

(70,693)

Total Cash and Cash Equivalents Held at End of Year

20,887,379

3,438,868

* Includes Continuing and Discontinued Operations (see Note 1)

 

The consolidated financial statements and related notes were approved by the Board of Directors and authorised for issue on 31 March 2015 and were signed on its behalf by:

 

Marella Thorell

Chief Financial Officer

Company no: 05789798

 

 

Risks and Uncertainties

 

Risk management is seen as an important element of internal controls and is used to mitigate the Group's exposure to such risks.

 

The risks included here are not exhaustive. The Group operates in a competitive and rapidly changing environment. New risks emerge periodically, and it is not possible to predict all such risk factors for the Group's business or the extent to which any factor or combination of factors might cause actual results to differ materially from those contained in any forward-looking statements.

 

Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.

 

RISKS RELATING TO THE GROUP'S BUSINESS

 

The Group has a significant concentration of revenue derived from a few customers.

 

A significant proportion of the Group's sales contracts are with a limited number of customers such as certain large retail supermarket chains. Failure to deliver products and/or services to these customers, termination by any of these customers of their agreements, if any, with the Group, and/or a reduction in spending by these customers could have a material adverse effect on the Group's business, financial condition, and results of operations in the form of reduced revenues. The Group is endeavouring to diversify its customer base through additional product offerings and entry into new geographic markets with new customers to mitigate this risk.

 

The Group has a history of operating losses.

 

The Group has experienced operating losses in each year since its inception and, as at 31 December 2014, had an accumulated deficit of approximately $167 million. The Group has a strong cash position with net cash as at 31 December 2014 of $20.7 million, an available line of credit and strict cash management processes. However, the Group may need to consider future fundraising to support specific growth or investment initiatives.

 

The Group is reliant on core technology and development.

 

The Group is reliant on its core technology platform and is potentially subject to competition from other companies that might have products in development or commercially available which are more advanced and/or less expensive. In relation to future products, competitors may precede the Group in commercialising, developing, and receiving regulatory approval for their products and competitors may also succeed in developing products that are even safer, more effective, or more economically viable than products developed by the Group. As a result, the Group's products may not be competitive or available in the market in a timely manner therefore eroding the Group's market share and/or potential for growth or creating pricing pressure in the market. The Group seeks to mitigate these risks through strengthening the science and technology of its products, diversifying its product portfolio, endeavouring to rapidly increase market share and enter into new markets with opportunities for return, improving manufacturing efficiencies and remaining vigilant and pro-active in regards to competitive threats, to the extent possible.

 

The Group's products are subject to various US, European, Middle Eastern, and other legislative and regulatory requirements.

 

The Group's products are subject to various US, Europe, Middle East, North African and other legislative and regulatory requirements. If the Group or its third party manufacturers fail to satisfy legislative and regulatory requirements, this could result in the imposition of sanctions on the Group, including fines, injunctions, civil penalties, import bans, delays, suspension or withdrawal of approvals, license revocation, seizures or recall of products, operating restrictions, and criminal prosecutions, any of which could materially harm the Group's product development and commercialisation efforts.

 

Legislative changes or regulatory reform of the healthcare systems in the countries in which the Group operates may also affect the Group's ability to sell its products profitably or at all. Further, the Group may

not be successful in securing regulatory clearance for devices or products it may develop in the future. Even if regulatory clearance is granted, it is subject to continual review and this approval maybe withdrawn or

restricted. Any or a combination of these factors could have a material adverse effect on the Group's business, financial condition and results of operations. The Group seeks to mitigate these risks through quality procedures to assess on-going compliance with regulatory guidance.

 

As the Group transitions to a recurring-revenue, consumables-based revenue model, consumption levels may not be as high as forecast whilst investments are necessary to establish the consumable platform at customers.

 

The Group has a mixture of capital equipment, leased equipment, service contracts, and consumables sales. With a stated intent to transition the business to a more consumables-based revenue model, future revenues are to a greater extent dependent upon on-going consumption levels from customers. If usage levels in future years do not achieve expectations, this could have a material adverse effect on the Group's business, financial condition, and results of operations if appropriate measures are not taken to reduce costs in line with reduced sales. Further, the Group must make initial investments in installing the concentrate delivery system for the consumable products at customer locations and may not re-coup the cost of this investment if consumption levels do not meet expectations. The Group seeks to mitigate this risk by closely monitoring and reporting to the customer on consumption, by maintaining close customer relationships to ensure usage of consumables and by expanding the use and application of the consumables throughout the customers operations.

 

Rapid growth in the Group's Health Sciences business is dependent upon successful marketing partnerships.

 

The Group has significant growth expectations for the Health Sciences business built largely on marketing partners. It is possible that PuriCore will not be able to agree terms with new potential partners or that it will experience slower than expected revenue growth. The Group seeks to mitigate this risk by focusing on strengthening existing partnership relationships and by developing line extensions to support their sales efforts. In addition, the Group concurrently assesses other means and other potential partners to grow the Health Sciences business.

 

The Group is dependent on a limited number of sub-contract manufacturers to assemble many of its products and to produce certain components within these products.

 

The Group is dependent on a limited number of sub-contract manufacturers to produce its range of products. Although the Group regularly considers additional sub-contract manufacturers, there can be no guarantee that the Group will be able to access additional sources to manufacture these integral products. The Group believes that appropriate supply chain systems for order management and quality control will continue to be applied, but there is no guarantee that its sub-contractors will continue to devote adequate resources to the production of the Group's products or deliver sufficient quantities of finished products on a timely basis or at an acceptable cost or to enable the Group to maintain sufficient inventory to meet customer demand, which may delay or reduce revenue recognition. For new consumable products, the Group seeks to mitigate this risk by diversifying suppliers for concentrate products and for the Health Sciences business.

 

A large percentage of the Group's revenue is dependent upon the uptake and market success of rapidly developed and launched new products.

 

As the Group has increasingly focused on new product formats, PuriCore's revenue growth is dependent upon the timely delivery by R&D, obtaining the necessary regulatory approvals to timescale, and market acceptance and performance of these products (and the complementary concentrate delivery system) that were developed and launched to deliver speed to market. To mitigate this risk, PuriCore has a system to prioritise regulatory efforts, to develop and test new products, to assess in-market performance and to ensure market issues are addressed or improved as development and launch are planned. In addition, the Group redesigned its concentrate delivery system for Supermarket Retail concentrate products to improve simplicity and has established a program to monitor performance of these systems in the field.

 

RISKS RELATING TO THE MARKETPLACE IN WHICH THE GROUP OPERATES

 

The sectors in which the Group operates are subject to macroeconomic pressures that may result in tighter spending practices.

 

PuriCore's customers are primarily in the healthcare and retail supermarket sectors. These sectors are subject to spending policy changes as a consequence of any downturn in the economy. These pressures are present in the US healthcare sector and the retail supermarket sector has been impacted by decreases in consumer spending arising from the economic downturns, resulting in reduced spending on capital equipment. These macroeconomic pressures may result in lower revenues being realised by the Group.

 

RISKS RELATING TO THE ORDINARY SHARES

 

The share price of the Company may fluctuate significantly.

 

The share price may, in addition to being affected by the Group's actual or forecasted operating results, fluctuate significantly as a result of factors beyond the Company's control and may not always reflect the underlying asset value or the prospects of the Company. The factors that may affect the Company's share price include:

· liquidity of the Ordinary Shares and willingness of Shareholders to sell where there are demand or supply imbalances;

· fluctuations in stock market prices and volumes, and general market volatility;

· changes in laws, rules and regulations applicable to the Company, its operations and involvement in actual or threatened litigation;

· general economic and political conditions, including in the regions in which the Group operates; and

· changes in the structure of the European Union and financial implications of the sovereign debt crisis.

 

There can be no assurance that an active or liquid trading market for the Company's Ordinary Shares will be developed or, if developed, that it will be maintained.

 

The Company's shares were admitted to trading on AIM following delisting on 23 December 2014. There can be no assurance that an active or liquid trading market for the Ordinary Shares will develop or, if developed, that it will be maintained following Admission. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies and may not provide the liquidity normally associated with the premium segment of the Official List. The Ordinary Shares may, therefore, be difficult to sell compared to the shares of companies listed on the premium segment of the Official List and their market prices may be subject to greater fluctuations than might otherwise be the case.

 

Further, a quotation on AIM will afford Shareholders a lower level of regulatory protection than that afforded to shareholders in a company with its shares listed on the premium segment of the Official List. The future success of AIM and liquidity in the market for the Company's Shares cannot be guaranteed. Potential investors and Shareholders should be aware that the value and any income from the Ordinary Shares can go down as well as up and that investment in securities which are traded on AIM might be less realisable and might carry a higher risk than a security listed on the Official List. Liquidity on AIM is currently provided by market makers who are member firms of the London Stock Exchange and are obliged to quote a share price for each company for which they make a market between 8.00 a.m. and 4.30 p.m. on a business day.

 

RISKS RELATING TO INTELLECTUAL PROPERTY

 

The Group may be unable to adequately protect its intellectual property.

 

The Group is the owner of intellectual property rights, comprising patents, trademarks, designs, copyright, trade secrets, and confidential information. While it may apply from time to time to register additional patents, trademarks, designs and copyright and take reasonable steps to protect its trade secrets and confidential information, there can be no assurance that any of its registered intellectual property rights will not be successfully challenged or that third parties will not misappropriate such secrets and information. The Group relies to a great extent on its patents and whilst no validity challenges have previously been made there is no guarantee that they will not be made in the future. Other companies may obtain intellectual property rights based on developments in technology used by the Group. Without obtaining a license to utilise such intellectual property rights, the Group would be restricted from utilising such new developments.

 

Any misappropriation, or challenge to its intellectual property rights, or failure to obtain protection for a license in relation to such intellectual property could have a material adverse effect on the Group's business, financial condition, and results of operations and may require it to engage in costly litigation. The Group seeks to mitigate this risk by increasing investment in new patents and by and implementing a robust process to monitor and/or defend existing patents.

 

Intellectual property litigation and/or infringement actions may be brought against the Group or may need to be brought by the Group.

 

There can be no assurance that the Group will not receive a notification that any products or systems infringe any third-party intellectual property rights in the future. Any litigation to determine the validity of third-party infringement claims, whether or not determined in the Group's favour or settled by the Group, would be costly and could divert the efforts and attention of the management and technical personnel from productive tasks, which could have a material adverse effect on the Group's business, financial condition and results of operations.

 

The Directors cannot guarantee that infringement claims by third parties or claims by customers or end users of the Group's products resulting from infringement claims will not be asserted in the future or that such assertions, if proven to be true, will not materially adversely affect the Group's business, financial condition, and results of operations. In the event of an adverse ruling in any such matter, the Group could be required to pay substantial damages; cease the manufacture, use, and sale of infringing products; discontinue the use of certain processes; or obtain a license under the intellectual property rights of the third-party claiming infringement. A license may not be available on reasonable terms or at all. Any limitations on the Group's ability to market its products, or delays and costs associated with redesigning its products or payments of license fees to third parties, or any failure by the Group to develop or license a substitute technology on commercially reasonable terms could have a material adverse effect on the Group's business, financial condition and results of operations. There can be no assurance that the Group will not need to bring (or otherwise participate in) claims against third parties for infringement of intellectual property owned by the Group.

 

RISKS RELATING TO PRODUCT LIABILITY

 

The business of the Group exposes its products to potential product liability risks.

 

The fact that the Group is in the healthcare and retail supermarket sectors may expose it to potential product liability risks associated with the research, development, manufacture, marketing, sale, installation, training and use of its products.

 

The Group has product liability insurance in place. Whilst the Directors believe that the current levels of coverage are sufficient for its current products, there can be no assurance that the level of insurance carried now or in the future will be adequate to cover the financial damages resulting from a product liability claim or judgment. Any product liability claim or judgment that exceeds the Group's insurance coverage limits could have a material adverse effect on the Group. The Group seeks to mitigate this risk by maintaining levels of liability insurance, which the Directors believe is sufficient to address this risk.

 

 

 

Select Notes to the Financial Statements

For the Years Ended 31 December 2014 and 2013

 

BASIS OF PREPARATION

 

The final results announcement has been prepared on the basis of the recognition and measurement requirements of Adopted IFRSs that are endorsed by the EU and effective as at 31 December 2014.

 

On 30 June 2014, the Group sold the entire issued share capital of PuriCore International Limited (PIL), the Group's UK Endoscopy business. Accordingly, PIL's operational results have been included as a discontinued operation for all periods presented. A discontinued operation is a component of the Group's business that represents a separate major line of business that has been disposed. Classifications as a discontinued operation occurred upon disposal and the comparative income statements have been re-presented as if the operation had been discontinued from the start of the comparative period (see Note 2).

 

Continuing Operations comprise the Group's Supermarket Retail and Health Sciences segments. Health Sciences includes the Wound Care and Dermatology businesses. PIL's results for all periods presented in the Consolidated Statement of Comprehensive Income are reflected as Discontinued Operations. The Consolidated Statement of Cash Flows for the period ended 31 December 2014 reflects PIL results and the sale within operating and investing activities. The Consolidated Statement of Changes in Equity, the Consolidated Statement of Financial Position and the Consolidated Statement of Cash Flows prior period is as previously presented, inclusive of the now Discontinued Operations.

 

The financial statements are presented in US dollars (USD), rounded to the nearest dollar. The USD has been chosen as the presentational currency as a significant portion of the Group's revenue and expenses are denominated in USD.

 

Some asset and liability amounts reported in the accounts are based on management estimates and assumptions that affect the reported amounts. There is therefore a risk of significant changes to the carrying amounts for these assets and liabilities within the next financial year. Management regularly reviews the estimates and assumptions that drive key financial calculations and disclosures. Key risks are considered in these calculations, where necessary.

 

The financial information set out above does not constitute the company's statutory accounts for the years ended 31 December 2014 or 2013 but is derived from those accounts. Statutory accounts for 2013 have been delivered to the registrar of companies, and those for 2014 will be delivered in due course. The auditor has reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

 

 

NOTE 1 - Segmental Analysis

 

PuriCore is an international company focused on developing and commercialising safe and effective products to protect against the spread of infectious pathogens based on its proprietary hypochlorous acid platform technology. Its products are currently used in two broad market segments: Supermarket Retail and Health Sciences. PuriCore's products do not cause harm to human or animal life or to the environment. In the Supermarket Retail segment, PuriCore offers products to US retailers for use in their fresh produce departments to improve food safety and quality, to extend shelf life and to decrease food wastage. Additionally, the Group's products protect against fungal growth and extend the life of cut flowers, with an initial focus on supermarket floral departments. In Health Sciences, PuriCore's Wound Care business provides products that are used to treat chronic and acute wounds, including diabetic ulcers and burns in humans. A range of products have also been developed to manage wounds in companion and farm animals. The Group's Dermatology business is currently focused on treatments for atopic dermatitis.

 

Segmental information is provided having regard to the nature of the goods and services provided and the markets served. Discontinued Operations represents the Group's UK Endoscopy business which was sold as at 30 June 2014.

 

During the year ended 31 December 2014, four US Supermarket Retail customers individually represented more than 10.0% of Group revenue and collectively represented 61.5% or $10.5 million of Group revenue.

 

An analysis of the Group's business segments for the years ended 31 December is as follows.

 

2014

Supermarket Retail

Health Sciences

Corporate (1)

Total

Discontinued Operations: UK Endoscopy

$

$

$

$

$

Revenue

15,616,251

1,529,135

-

17,145,386

11,236,694

Gross Profit

3,928,702

867,330

-

4,796,032

4,110,257

Profit / (Loss) before Interest, Tax, Depreciation & Amortisation, and Share-Based Payment Expense

(1,153,841)

(1,811,887)

(2,030,912)

(4,996,640)

22,352,559

Share-based payment expense

-

-

(336,784)

(336,784)

-

Depreciation and amortisation

(1,474,803)

(474,204)

(94,579)

(2,043,586)

(451,479)

Profit / (Loss) before Interest and Tax

(2,628,644)

(2,286,091)

(2,462,275)

(7,377,010)

21,901,080

Segment Assets

Non-current assets

5,892,316

736,152

-

6,628,468

-

Current assets

3,330,511

507,608

225,296

4,063,415

-

Total assets

9,222,827

1,243,760

225,296

10,691,883

-

Segment Liabilities

Current liabilities

(1,619,991)

(133,863)

 (1,464,010)

 (3,217,864)

-

Total liabilities

 (1,619,991)

(133,863)

 (1,464,010)

(3,217,864)

-

Other Segment Items

Capital expenditure: property, plant, and equipment

2,574,440

51,824

-

2,626,264

192,496

Capital expenditure: intangible assets

345,999

191,798

-

537,797

273,083

 

 

2013

Supermarket Retail

Health Sciences

Corporate (1)

Total

Discontinued Operations: UK Endoscopy

$

$

$

$

$

Revenue

28,862,629

2,592,598

-

31,455,227

23,297,125

Gross Profit

8,698,042

1,060,791

-

9,758,833

7,973,298

Profit / (Loss) before Interest, Tax, Depreciation & Amortisation, and Share-Based Payment and Warrant Expense

3,705,550

 (1,598,727)

 (2,676,032)

 (569,209)

2,934,508

Share-based payment and warrant expense

-

-

 (202,251)

 (202,251)

-

Depreciation and amortisation

 (1,416,186)

 (262,466)

 (411,943)

 (2,090,595)

 (800,949)

Profit / (Loss) before Interest and Tax

2,289,364

 (1,861,193)

 (3,290,226)

 (2,862,055)

2,133,559

Segment Assets

Non-current assets

5,281,516

534,478

670,277

6,486,271

5,928,159

Current assets

3,188,539

733,837

1,445,067

5,367,443

8,284,375

Total assets

8,470,055

1,268,315

2,115,344

11,853,714

14,212,534

Segment Liabilities

Current liabilities

 (1,692,105)

 (392,459)

 (2,225,647)

 (4,310,211)

 (8,754,954)

Non-current liabilities

-

-

-

-

-

Total liabilities

 (1,692,105)

 (392,459)

 (2,225,647)

 (4,310,211)

 (8,754,954)

Other Segment Items

Capital expenditure: property, plant, and equipment

703,537

78,171

11,096

792,804

220,240

Capital expenditure: intangible assets

430,389

251,636

-

682,025

544,512

 

 

 

(1) Corporate includes costs associated with operating the Company.

 

 

Information about Geographical Areas

 

An analysis of the Group's revenue by geographic location of its customers and assets and capital expenditures are as follows.

 

Revenue

Segment Assets

Capital Expenditures

For the Years Ended

31 December

At 31 December

For the Years Ended

31 December

2014

2013

2014

2013

2014

2013

$

$

$

$

$

$

North America

16,948,850

31,455,227

10,631,649

11,726,700

3,164,060

1,474,830

United Kingdom

-

-

60,234

127,014

-

-

Other

196,536

-

-

-

-

-

Continuing Operations

17,145,386

31,455,227

10,691,883

11,853,714

3,164,060

1,474,830

Discontinued Operations, United Kingdom

11,236,694

23,297,125

-

14,212,534

465,579

764,752

 

NOTE 2 - Discontinued Operations

 

PuriCore's Discontinued Operations represent its UK Endoscopy business (including Surgical and Scientific). Management committed to sell the entire Endoscopy segment in June 2014; therefore, the 2014 results are for six months ended 30 June 2014. The Endoscopy business was not classified as held for sale as at 31 December 2013. The comparative Statement of Comprehensive Income, Summary Statement of Cash Flows, and Statement of Financial Position for the Endoscopy segment are as follows:

 

For the twelve months ended December 31

2014

2013

$

$

Results of Discontinued Operations

Revenue

11,236,694

23,297,125

Cost of sales

(7,126,437)

(15,323,827)

Gross Profit

4,110,257

7,973,298

Operating Expenses

 (3,270,437)

(5,839,740)

Results from Operating Activities

839,820

2,133,558

Taxation (expense) / benefit

 (98,325)

100,581

Results from Operating Activities, net of tax

741,495

2,234,139

Gain on Sale of Discontinued Operations

21,061,260

-

Tax on gain from sale

 (75,000)

-

Profit from Discontinued Operations

21,727,755

2,234,139

Basic and diluted Earnings per Share from Discontinued Operations

0.43

0.05

 

 

 

 For the twelve months ended 31 December

2014

2013

$

$

Net Cash Flow from Operating Activities

 (699,989)

3,502,565

Net Cash Flow from Investing Activities

 (464,633)

(764,752)

Net Cash (Used in) /Generated by Discontinued Operations

 (1,164,622)

2,737,814

30 June 2014

(Date of Disposal)

 

 

Effect of Disposal on the Financial Position of the Group

$

 

ASSETS

 

Non-Current Assets

 

Intangible assets

3,366,359

 

Property, plant, and equipment

603,672

 

Deferred tax asset

2,014,753

 

 

Total Non-Current Assets

5,984,784

 

 

Current Assets

 

Inventories

2,595,198

 

Trade and other receivables

3,680,096

 

Cash and cash equivalents

2,606,432

 

 

Total Current Assets

8,881,726

 

 

Total Assets

14,866,510

 

 

LIABILITIES

 

Current Liabilities

 

Trade, other payables and net intercompany amounts

(10,292,846)

 

 

Total Current Liabilities

 (10,292,846)

 

 

Net Assets

4,573,664

 

 

Gross proceeds

28,011,992

 

Less: disposal costs

 (2,377,068)

 

Consideration received, net of expenses, satisfied in cash

25,634,924

 

Cash disposed of

 (2,606,432)

 

Net cash inflow

23,028,492

 

Net assets disposed of excluding cash

1,967,232

 

 

Gain on Sale of Discontinued Operations

21,061,260

 

 

 

 

NOTE 3 - Finance Income and Costs

 

An analysis of the Group's finance income for the years ended 31 December is as follows.

 

2014

2013

$

$

 Interest on capital leases

399,843

80,192

 Interest on cash balances

-

3,946

 Total Finance Income

399,843

84,138

 

 

An analysis of the Group's finance costs for the years ended 31 December is as follows.

 

2014

2013

$

$

 Interest on bank loans

44,431

37,185

 Amortisation of debt issue

-

8,459

 Total Finance Costs

44,431

45,644

 Loss on discount of convertible bond (Exceptional) (1)

-

5,800,671

 

(1) In January 2013, the Company restructured its convertible loan notes by amending the conversion price from 70 pence per Ordinary Share to 40 pence per Ordinary Share thereby increasing the value of the loan notes to the note holders. In accordance with IAS32, a charge is recorded to recognise the difference at the date the terms were amended between the fair value of the consideration the loan note holders receive on conversion under the revised terms and the fair value of the consideration the loan note holders would have received under the original terms. The charge was recognised within profit and loss as an exceptional item.

 

 

NOTE 4 - Profit / (Loss) for the Year

 

An analysis of the Group's profit / (loss) from Continuing Operations for the years ended 31 December has been arrived at after charging:

 

2014

2013

$

$

 Amortisation and impairment of intangible assets

1,292,489

910,516

 Depreciation of property, plant, and equipment

1,203,077

1,180,079

 Loss on disposal of property, plant, and equipment

52,182

183,152

 Inventories written down or provisioned

-

1,834,799

 Accounts receivable written down

-

427,358

 Loss on discount of convertible bond

-

5,800,671

 

An analysis of Group auditor's remuneration for the years ended 31 December is as follows.

 

2014

2013

$

$

 Audit of the Company's financial statements

41,651

45,365

 Amounts receivable by the Company's auditor and its associates in respect of:

 Audit of financial statements of subsidiaries of the Company

54,733

54,072

 Taxation compliance services

23,206

22,033

 All other services

-

-

 Auditor's remuneration for all services

119,590

121,470

 Auditor's remuneration, Discontinued Operations

-

41,600

 

 

NOTE 5 - Profit / (Loss) per Share

 

The Company's issued share capital at 31 December 2014 consisted of 50,135,432, 10 pence ordinary shares.

The calculation of the Group's basic and diluted loss per share for the years ended 31 December is based on the following data.

2014

2013

$

$

Profit / (Loss) for the Year Attributable to Equity Holders of the Parent

14,706,157

 (6,390,093)

Profit from Discontinued Operations

21,727,755

2,234,139

Add: Loss on Discount of Convertible Bond (Exceptional)

-

 (5,800,671)

Loss from Continuing Operations for the purpose of Adjusted basic and diluted loss per share (excluding Exceptional)

 (7,021,598)

 (2,823,561)

 As at 31 December

 Number of Shares

2014

2013

Weighted average number of ordinary shares for the purpose of basic and diluted loss per share

50,135,432

49,370,443

Weighted average number of ordinary shares for the purpose of diluted profit per share

50,408,481

 n/a

2014

2013

 Earnings Per Share

$

$

 Basic and diluted from Continuing Operations (1)

(0.14)

(0.17)

 Basic and diluted from Discontinued Operations

0.43

0.05

 Total basic and diluted

0.29

(0.13)

 Adjusted basic and diluted from Continuing Operations (excluding Exceptional)

(0.14)

(0.06)

 

(1) The calculation for diluted loss per share is identical to that used for basic loss per share. The exercise of share options would have the effect of reducing the loss per share and are therefore excluded since not dilutive under the terms of IAS 33 'Earnings per share'.

 

 

NOTE 6 - Trade, Other Receivables and Other Current Assets

 

The Directors consider the carrying amount of trade and other receivables approximates fair value. An analysis of Group and Company trade and other receivables as at 31 December is as follows.

 

 Group

Company

2014

2013

2014

2013

$

$

$

$

Current:

Trade receivables

1,222,576

1,368,535

-

 -

Less: provision for impairment of receivables

 (8,949)

 (3,000)

-

-

1,213,627

1,365,535

-

-

Capital lease receivables (current)

1,266,416

993,598

-

-

Other receivables

241,029

150,024

11,789

34,251

Prepayments and accrued income

233,194

181,244

48,445

30,029

Amounts owed from group undertakings

-

-

8,639,719

 -

2,954,266

2,690,400

8,699,953

64,280

Long-term capital lease receivables

2,329,447

3,036,780

-

-

Non-current prepayments and accrued income

42,672

11,679

-

-

2,372,119

3,048,459

-

-

Total Trade, Other Receivables and Other Current Assets

5,326,385

5,738,859

8,699,953

64,280

Trade & Other Receivables, Discontinued Operations

-

4,398,645

-

-

Total Continuing and Discontinued Operations

10,137,504

64,280

 

 

An analysis of the Group's capital lease receivables as at 31 December is as follows.

 

Future minimum lease payments

Interest

Present value of minimum lease payments

 

2014

2013

2014

2013

2014

2013

 

$

$

$

$

$

$

 

 

Due within one year

1,266,416

993,598

303,291

372,071

963,125

621,527

Due in the second to fifth years inclusive

2,329,447

3,036,780

220,238

472,269

2,109,209

2,564,511

Total Capital Lease Receivables

3,595,863

4,030,378

523,529

844,340

3,072,334

3,186,038

 

 

 

An analysis of the age profile of Group trade receivables as at 31 December is as follows.

 

 Debt age - Days Past Due

 Not past due

 0-30

 31-60

 61-90

 91-120

 Over 120

 Total

 $

 $

 $

 $

 $

 $

 $

Value of trade receivables, 31 December 2014

692,242

390,177

129,280

181

1,318

9,378

1,222,576

56.6%

31.9%

10.6%

0.0%

0.1%

0.8%

100.0%

Value of trade receivables, 31 December 2013

1,073,264

206,056

26,367

46,779

16,067

-

1,368,534

78.4%

15.1%

1.9%

3.4%

1.2%

0.0%

100.0%

Value of trade receivables, 31 December 2013, Discontinued Operations

2,536,924

1,323,919

251,894

29,620

4,275

-

4,146,632

 

An analysis of Group and Company trade, capital lease, and other receivables by currency as at 31 December is as follows.

Group

Company

2014

2013

2014

2013

$

$

$

$

Sterling

11,789

34,251

11,789

34,251

US Dollar

5,038,730

5,511,686

-

-

Total Trade, Capital Lease and Other Receivables

5,050,519

5,545,937

11,789

34,251

Sterling, Discontinued Operations

-

3,980,168

-

-

 

An analysis of the Group's provision for impairment of receivables as at 31 December is as follows.

 

2014

2013

$

$

Balance at start of year

 (3,000)

5,000

Charges for the year

 (6,429)

461,846

Utilised during the year

480

 (469,846)

Balance at end of year

 (8,949)

 (3,000)

 

During the year ended 31 December 2013, the Group terminated its distribution agreement with Misonix for a private-label version of its Wound Care solution and recorded a $0.4 million charge for bad debt expense (net of the forgiveness of the Company's note payable to Misonix).

 

An analysis of the Group's provision for impairment of receivables by geographical location as at 31 December is as follows.

2014

2013

$

$

United States

8,949

3,000

United Kingdom, Discontinued Operations

-

132,212

 

NOTE 7 - Cash and Cash Equivalents

 

An analysis of the Group's and Company's cash and cash equivalents as at 31 December is as follows.

 

Group

Company

2014

2013

2014

2013

$

$

$

$

Cash at bank

2,203,020

1,468,618

111,178

62,733

Cash equivalents (1)

18,684,359

-

-

-

Restricted Cash - current (2)

-

103,025

-

-

Total Cash and Cash Equivalents

20,887,379

1,571,643

111,178

62,733

Cash, Discontinued Operations

-

1,867,225

-

-

Total Continuing and Discontinued Operations

3,438,868

 

(1) Cash equivalents represent funds held in a money market fund backed by U.S. Treasury securities.

(2) Restricted cash related to a security deposit for premises leased by the Group.

 

 

NOTE 8 - Trade and Other Payables

 

The Directors believe the carrying amount of trade and other payables approximates their fair value. An analysis of the Group's and the Company's trade and other payables as at 31 December is as follows.

 

Group

Company

2014

2013

2014

2013

$

$

$

$

Trade payables

530,628

1,349,472

165,176

41,275

Other taxes and social security

2,614

155,734

2,174

-

Estimated income taxes payable

75,000

-

-

-

Accruals and deferred income

2,386,299

2,755,003

131,750

365,059

Total current trade and other payables

2,994,541

4,260,209

299,100

406,334

Amounts owed to group undertakings

-

-

-

4,106,813

Total trade and other payables

2,994,541

4,260,209

299,100

4,513,147

Trade and Other Payables, Discontinued Operations

-

8,377,028

Total Continuing and Discontinued Operations

12,637,237

 

 

NOTE 9 - Loans and Borrowings

 

An analysis of the Company's and Group's loans and borrowings as at 31 December is as follows.

 

Group

Company

2014

2013

2014

2013

$

$

$

$

Current Liabilities

Revolving Credit Arrangement

223,323

-

-

-

Carrying Amount

Contractual Cash Flows

Carrying Amount

Contractual Cash Flows

2014

2014

2013

2013

$

$

$

$

Loan note: revolving credit arrangement; Payable on demand or within one year

223,323

223,323

-

-

 

 

Revolving Credit Arrangement

In December 2013, PuriCore, Inc. entered into a secured revolving credit arrangement (the "LOC") with a US bank. The LOC limit is the lesser of $5,000,000, or 80% of the Group's eligible accounts receivable domiciled in the US and the UK (see below for amendments). The LOC bears interest at prime rate plus 1.5% per annum with a minimum rate of 5.5% and expires as at 31 December 2015. The LOC is secured by the Group's accounts receivable, inventory, equipment, general intangibles, intellectual property, and other personal property assets. In addition, the Group is required to maintain certain covenants. In conjunction with the LOC, in December 2013, the Group issued to the bank warrants to purchase 154,229 shares of common stock. The warrants are immediately exercisable at 49.43 pence per share and have a term of five years.

 

In June 2014, the Group's LOC was amended due to the sale of the UK Endoscopy business and references to PIL were removed. In addition, a minimum interest charge of $1,000 per month was established. In December 2014, certain covenants of the LOC were modified to allow the Group to maintain accounts outside of the bank for asset management and investment needs.

 

 

NOTE 10 - Related Party Transactions

 

For the six months ended 30 June 2014, in the ordinary course of business, a limited amount of sales and purchases of goods took place between Group companies. These transactions took place on an arm's length basis between PIL and PuriCore, Inc., for research and development services performed on behalf of PuriCore, Inc. and the supply of certain parts. For the year ended 31 December 2014, that research and development charge was $99,091 (2013: $210,579).

 

There are no related party transactions between the Company and Group companies.

 

 

NOTE 11 - Group Companies

 

A full list of Group companies is available from the registered office. The proportion of voting rights of subsidiaries held by the group is the same as the proportion of shares held.

 

 

NOTE 12 - Post Balance Sheet Event

 

In March 2015, the Group signed a new Sterilox® Fresh agreement worth approximately $17.8 million over the next six years, with a top-three US supermarket retailer.

 

 

 

2014 Annual Report Availability

 

PuriCore's 2014 Annual Report and Accounts will be available in due course on the PuriCore website at www.puricore.com, will be posted to those shareholders who have not elected to receive the document electronically, and will be available for inspection at the National Storage Mechanism at www.hemscott.com/nsm.do.

 

 

2015 Notice of Annual General Meeting and Form of Proxy Availability

 

PuriCore's 2015 Annual General Meeting will be held at the offices of CMS Cameron McKenna LLP, Mitre House, 160 Aldersgate Street, London EC1A 4DD on 18 June 2015 at 10:00 a.m. The 2015 Notice of Annual General Meeting and Form of Proxy will be available in due course on the PuriCore website at www.puricore.com and will be posted to shareholders.

 

 

About PuriCore

PuriCore is an international company focused on developing and commercialising safe and effective products to protect against the spread of infectious pathogens based on its proprietary hypochlorous acid platform technology. Its products are currently used in two broad market segments: Supermarket Retail and Health Sciences. PuriCore's products do not cause harm to human or animal life or to the environment. 

 

In the Supermarket Retail segment, PuriCore offers products to US retailers for use in their fresh produce departments to improve food safety and quality, to extend shelf life and to decrease food wastage. Our product is an eco-friendly, food-safe sanitizing solution at a neutral PH that is used to protect produce from cross contamination and improve freshness. Our Sterilox Fresh Systems are capital equipment that are installed at customer locations and allow for generation of solution as needed at the store. ProduceFresh is our concentrate bottled version providing the same levels of stability, freshness and quality in a convenient consumable package. Additionally, the Company's FloraFresh products, also sold as a concentrate in bottled form, protect against fungal growth and extend the life of cut flowers, with an initial focus on supermarket floral departments.

 

In Health Sciences, PuriCore's Wound Care business provides products that are used to treat chronic and acute wounds, including diabetic ulcers and burns in humans. A range of products have also been developed to manage wounds in companion and farm animals. The Company's Dermatology business is currently focused on treatments for atopic dermatitis. PuriCore is headquartered in Malvern, Pennsylvania.

 

Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions shareholders and prospective shareholders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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