Northcore Technologies Inc.

Northcore Technologies Inc.

August 15, 2013 09:30 ET

Northcore Reports Second Quarter 2012 Financial Results

TORONTO, ONTARIO--(Marketwired - Aug. 15, 2013) - Northcore Technologies Inc. (TSX:NTI) (OTCBB:NTLNF), a global provider of asset management and social commerce solutions, announced today its interim financial results for the second quarter ended June 30, 2013. All figures are reported in Canadian dollars.

Northcore reported consolidated revenues of $291,000 for the second quarter, representing a decrease of $124,000 or 30 percent from the $415,000 reported in the same quarter of 2012. Northcore also reported year-to-date consolidated revenues of $580,000, a decrease of $65,000 or 10 percent from the $645,000 reported for the same period of 2012. The decrease in revenues was attributed primarily to a reduction in service revenues.

Northcore derives its revenues from application hosting activities provided to customers, the sale of software licenses, and the delivery of technology services, such as application and website development, content management solution and software customization.

Northcore reported an Operational EBITDA loss for the second quarter of $239,000, an improvement of 36 percent from the Operational EBITDA loss of $375,000 reported for the second quarter of 2012. Northcore also reported year-to-date Operational EBITDA loss of $564,000, an improvement of 23 percent from the operational EBITDA loss of $731,000 reported for the same period of 2012. The improvement in Operational EBITDA loss was due to a significant decrease in operating expenses, partially offset by a corresponding decrease in revenues.

Operational EBITDA is defined as the loss before interest, taxes, depreciation, stock-based compensation, non-cash and non-recurring items. The Company considers Operational EBITDA to be a meaningful performance measure as it provides an approximation of operating cash flows.

For the quarter and six months ended June 30, 2013, Northcore reported a net loss per share of $0.001 and $0.003 respectively, basic and diluted. This compares to a loss per share of $0.002 and $0.006 respectively, basic and diluted, in the same period of 2012.

As at June 30, 2013, Northcore held cash and short-term investments of $90,000, and accounts receivable of $135,000.

Operating Highlights - Subsequent Events

At Northcore's duly called Special and Annual Shareholders meeting held on July 23, 2013 the following resolutions were approved:

  • Election of Directors: C. Bulger, R. Deslippe, D. Mackenzie, M. Smith
  • Appointment of Auditors: A Chan LLP
  • Consolidation of Common Shares: 20:1 consolidation
  • Asset Purchase Transaction: issuance of 48% common shares in Northcore to Cielo for the purchase of renewable diesel intellectual property
  • Name Change: to Cielo Technologies, or such other name as the directors decide
  • Option Pool Increase: to 15% of outstanding shares post Cielo IP purchase

The shareholders approved the foregoing resolutions subject to the Directors' decisions to implement and regulatory approvals.

Convertible Debenture Private Placement

The Company closed a private placement of $840,000 in convertible debentures on July 25, 2013. The debentures have a term of one year, provide an annual interest of 12%, and convert at the option of the holder into common shares of Northcore at a conversion price of $0.015 per share. The conversion into common shares is automatic upon Northcore closing the purchase of Cielo intellectual property. A total of 56,000,000 common shares would be issued upon conversion of the total offering, which comprised $155,000 of cash proceeds and $685,000 in settlement of company liabilities.


The Company believes that the potential revenue streams from commercialization of the Cielo renewable diesel intellectual property will form a new base of value creation for shareholders. The Company is also evaluating alternatives for appeal of its continued listing on the TSX and migration of its shares for trading on alternative stock exchanges.

About Northcore Technologies Inc.

Northcore Technologies offers award-winning intellectual property, including multi-patented technology, plus powerful Enterprise and holistic Social Commerce tools, to provide innovative IP based customer solutions. Northcore's portfolio companies include Envision Online Media Inc., a specialist in the delivery of content management solutions.

For more information, visit

This news release may include comments that do not refer strictly to historical results or actions and may be deemed to be forward-looking within the meaning of the Safe Harbor provisions of the U.S. federal securities laws. These include, among others, statements about expectations of future revenues, cash flows, and cash requirements. Forward-looking statements are subject to risks and uncertainties that may cause Northcore's results to differ materially from expectations. These risks include the Company's ability to raise additional funding, develop its business-to-business sales and operations, develop appropriate strategic alliances and successful development and implementation of technology, acceptance of the Company's products and services, competitive factors, new products and technological changes, and other such risks as the Company may identify and discuss from time to time, including those risks disclosed in the Company's Form 20-F filed with the Securities and Exchange Commission. Accordingly, there is no certainty that the Company's plans will be achieved. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed in the Company's documents filed from time to time with the Toronto Stock Exchange, on SEDAR (the System for Electronic Document Analysis and Retrieval at and the US Securities and Exchange Commission. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities of the Company in any jurisdiction.

Northcore Technologies Inc.
Condensed Interim Consolidated Statements of Financial Position
As at June 30, 2013 and December 31, 2012
(Expressed in thousands of Canadian dollars)
(IFRS, Unaudited)
June 30,
December 31,
Cash $ 49 $ 21
Short-term investments 41 41
Accounts receivable 135 171
Deposits and prepaid expenses 50 51
275 284
GOODWILL 1,091 1,091
TOTAL ASSETS $ 2,529 $ 2,715
Operating line of credit $ 65 $ 33
Accounts payable 638 448
Accrued liabilities 390 197
Deferred revenue 83 56
Current portion of contingent consideration 62 71
Promissory note 130 85
1,368 805
Northcore Technologies Inc.
Condensed Interim Consolidated Statements of Operations and Comprehensive Loss
(Expressed in thousands of Canadian dollars, except per share amounts)
(IFRS, Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
2013 2012 2013 2012
Revenues $ 291 $ 415 $ 580 $ 645
Income from GE Asset Manager, LLC 28 19 55 37
Operating expenses:
General and administrative 264 428 595 864
Customer service and technology 245 331 504 497
Sales and marketing 49 77 100 104
Stock-based compensation 3 140 116 483
Depreciation 61 14 122 25
Total operating expenses 622 990 1,437 1,973
Loss and comprehensive loss for the period $ (303 ) $ (556 ) $ ( 802 ) $ (1,291 )
Loss per share, basic and diluted $ (0.001 ) $ (0.002 ) $ (0.003 ) $ (0.006 )
Weighted average number of shares outstanding, basic and diluted (000's)



Northcore Technologies Inc.
Reconciliation of Loss to Operational EBITDA
(Expressed in thousands of Canadian dollars)
(IFRS, Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
2013 2012 2013 2012
Loss for the period, as per above $ (303 ) $ (556 ) $ (802 ) $ (1,291 )
Reconciling items:
Stock-based compensation 3 140 116 483
Depreciation 61 14 122 25
Non-recurring professional fees *** - 27 - 52
Operational EBITDA $ (239 ) $ (375 ) $ (564 ) $ (731 )
*** Included in non-recurring professional fees for 2012 were acquisition related costs in connection with the acquisition of Envision and Kuklamoo.

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