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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Copernic Inc. (MM) | NASDAQ:CNIC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.40 | 0 | 01:00:00 |
Financial Highlights
-- Revenues from continuing operations were $0.35 million for Q3 2010, the same as for Q3 2009. -- Gross margin from continuing operations in Q3 2010 was 98% compared to 93% for Q3 2009. -- Expenses from continuing operations in the third quarter of 2010 were at $1.4 million compared to 1.1 million in the comparable period in 2009. During Q3 2010, an amount of $0.7 million was spent in relation with potential business acquisitions. Excluding these fees, expenses for Q3 2010 amounted to 0.7 million. -- Net loss from continuing operations in Q3 2010 was $1.1 million ($0.52 per share) compared to a net loss of $0.78 million ($0.37 per share) for the same period in 2009. -- Liquidities sufficient to meet normal operating requirements until end of 2010 were at $1.9 million as of September 30, 2010, compared to $4.4 million as of September 30, 2009.
Recent Highlights
-- Copernic Inc. announced on October 25th that its shareholders have approved the sale of Copernic to N. Harris Computer Corporation ("Harris"), a wholly-owned subsidiary of Constellation Software Inc. (TSX: CSU), pursuant to a plan of arrangement (the "Plan of Arrangement"). On August 25, 2010, Copernic and Harris jointly announced that they had entered into an arrangement agreement with Comamtech Inc. ("Comamtech"), a newly incorporated corporation, with respect to an arrangement (the "Arrangement") pursuant to which Copernic will ultimately be acquired and taken private by Harris and current shareholders of Copernic will become shareholders of Comamtech, which shall retain certain non-operating assets of Copernic. A special meeting of shareholders was held at 10:00 a.m. (EDT) on October 25, 2010 (the "Special Meeting"), whereby a special resolution approving the Plan of Arrangement was approved by 98 % of the votes cast by shareholders of Copernic represented in person or by proxy at the Special Meeting. Copernic's board of directors had previously unanimously recommended that holders of Copernic common shares vote in favour of the Plan of Arrangement. -- On October 20, 2010, Copernic announced that its wholly-owned subsidiary, Comamtech Inc. ("Comamtech"), entered into a definitive arrangement agreement (the "Arrangement Agreement") with DecisionPoint Systems, Inc. ("DNPI"), with respect to an arrangement (the "Arrangement") to acquire all the outstanding shares of DNPI in a reverse take-over with the result, that at closing DNPI shareholders shall hold approximately 70.6% of the issued and outstanding shares of Comamtech, on a fully diluted basis.
The Arrangement will be completed by way of a plan of arrangement under the Business Corporations Act (Ontario) (the "Plan of Arrangement") and provides for the amalgamation of DNPI with 2259736 Ontario Inc., a wholly-owned subsidiary of Comamtech.
Completion of the Arrangement will be subject to certain customary conditions, including approval of the Arrangement by not less than 66 2/3 percent of the votes cast at a special meeting of the shareholders of Comamtech. The shareholders of Comamtech will be asked, at the special meeting, to approve the continuance of Comamtech under the General Corporation Law of the State of Delaware. The completion of the Arrangement is also subject to court approvals, the approval of the amalgamation by DNPI shareholders, the closing of the transaction with Harris and certain regulatory approvals.
Pursuant to the Arrangement Agreement, Comamtech has agreed to pay DNPI a termination fee of $500,000 in certain circumstances if the proposed Arrangement is not completed. DNPI, likewise, has agreed to pay Copernic a termination fee of $500,000 in the event of a material breach or non-performance by DNPI of its obligations under the Arrangement Agreement. The Arrangement Agreement also contains mutual non-solicitation covenants and mutual rights to match any superior proposal.
About Copernic Inc.
Copernic Inc. specializes in developing, marketing and selling cutting-edge search technology, providing innovative home and business software products and solutions for desktop, web and mobile users, through its online properties www.copernic.com and www.mycopernic.com. With its award winning Copernic Desktop Search software search engine product, the Company brings the power of a sophisticated, yet easy-to-use search engine to the user's PC.
More information can be found at www.copernic.com.
Statements contained in this press release, which are not historical facts, are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties that can cause actual results to differ materially from estimated results. Such risks and uncertainties are detailed in the Company's filings with the Securities and Exchange Commission and the Ontario Securities Commission. The Company expressly disclaims any intent or obligation to update any description of the scope, focus or subject matter of the statements in this press release.
Copernic Inc. Condensed Consolidated Balance Sheet (expressed in U.S. dollars and in accordance with generally accepted accounting principles in Canada) As at As at September 30, December 31, 2010 2009 (unaudited) (audited) $ $ Assets Current assets Cash 503,245 465,949 Temporary investments 1,457,102 3,504,930 Accounts receivable 433,212 256,110 Income taxes receivable 273,410 337,802 Balance of sale receivable - 655,131 Prepaid expenses 295,106 118,149 Other assets 2,700,637 - -------------------------------------------------------------------------- 5,662,712 5,338,071 Balance of sale receivable - 3,694,060 Property and equipment 79,206 115,110 Intangible assets 146,251 202,597 Goodwill 3,362,003 3,362,003 -------------------------------------------------------------------------- 9,250,172 12,711,841 -------------------------------------------------------------------------- -------------------------------------------------------------------------- Liabilities Current liabilities Accounts payable and accrued liabilities 1,174,124 1,010,140 Deferred revenue 79,953 103,668 Deferred rent 869 1,534 Current portion of obligations under capital leases 10,621 50,630 -------------------------------------------------------------------------- 1,265,567 1,165,972 -------------------------------------------------------------------------- Obligations under capital leases 9,289 7,906 Future income taxes 32,293 45,146 -------------------------------------------------------------------------- Commitments Shareholders' Equity Capital stock Authorized Unlimited number of common shares, no par value Issued and outstanding 2,096,913 (2,091,437 as at December 31, 2009) common shares 96,565,618 96,556,485 Contributed Surplus 5,930,663 5,853,737 Accumulated other comprehensive income 561,137 561,137 Accumulated deficit (95,114,395) (91,478,542) -------------------------------------------------------------------------- 7,943,023 11,492,817 -------------------------------------------------------------------------- 9,250,172 12,711,841 -------------------------------------------------------------------------- -------------------------------------------------------------------------- Copernic Inc. Condensed Consolidated Statements of Operations (unaudited) (expressed in U.S. dollars and in accordance with generally accepted accounting principles in Canada) For the nine months For the three months ended ended September 30, September 30, ------------------------------------------------ 2010 2009 2010 2009 $ $ $ $ Revenues 1,079,965 1,280,083 355,273 353,293 Cost of revenues 22,405 55,168 5,224 25,725 -------------------------------------------------------------------------- Gross Margin 1,057,560 1,224,915 350,049 327,568 -------------------------------------------------------------------------- Expenses Marketing, sales and services 372,448 431,931 73,978 146,777 General and administration 2,325,717 1,763,411 1,154,741 616,796 Product development and technical support 636,391 854,017 174,481 297,076 Amortization of property and equipment 45,374 87,075 14,127 32,845 Amortization of intangible assets 58,444 538,394 19,607 182,531 Gain on disposal of property and equipment (2,827) - - - Gain on disposal of intangible assets (9,960) - - - Restructuring charges - 20,624 - (4,998) Interest and other income (224,261) (184,707) (314) (161,025) Gain on disposal of an investment - (169,239) - - Loss on foreign exchange 49,577 47,129 7,964 37,118 -------------------------------------------------------------------------- 3,250,903 3,388,635 1,444,584 1,147,120 -------------------------------------------------------------------------- Loss from continuing operations before income taxes and discontinued operations (2,193,343) (2,163,720) (1,094,535) (819,552) Current income taxes - 1,498 - - Future income taxes (12,853) (594,990) (4,284) (36,416) -------------------------------------------------------------------------- (12,853) (593,492) (4,284) (36,416) -------------------------------------------------------------------------- Loss from continuing operations (2,180,490) (1,570,228) (1,090,251) (783,136) Results of discontinued operations, net of income taxes (1,455,363) 4,386,401 (12,092) (38,598) -------------------------------------------------------------------------- Net income (loss) for the period (3,635,853) 2,816,173 (1,102,343) (821,734) -------------------------------------------------------------------------- -------------------------------------------------------------------------- Basic and diluted loss / share - continuing operations (1.04) (0.75) (0.52) (0.37) Basic and diluted earnings (loss)/ share - discontinued operations (0.69) 2.10 - (0.02) -------------------------------------------------------------------------- Basic and diluted net earnings (loss)/ share (1.73) 1.35 (0.52) (0.39) -------------------------------------------------------------------------- -------------------------------------------------------------------------- Copernic Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) (expressed in U.S. dollars and in accordance with generally accepted accounting principles in Canada) For the nine months For the three months ended ended September 30, September 30, ------------------------------------------------ 2010 2009 2010 2009 $ $ $ $ Cash flows from (used for) Operating activities Loss from continuing operations (2,180,490) (1,570,228) (1,090,251) (783,136) Adjustments for Amortization of property and equipment 45,374 87,075 14,127 32,845 Amortization of intangible assets 58,444 538,394 19,607 182,531 Employee stock-based compensation 76,926 84,718 2,063 29,493 Gain on disposal of an investment - (169,239) - - Gain on disposal of intangible (9,960) - - - Future income taxes (12,853) (594,990) (4,284) (36,416) Accreted interest on balance of sale receivable (217,603) (126,093) - (126,093) Unrealized loss on foreign exchange 542 8,502 379 4,785 Net change in non-cash working capital items (150,063) 178,939 278,583 137,571 -------------------------------------------------------------------------- Cash used for operating activities from continuing operations (2,389,683) (1,562,922) (779,776) (558,420) Cash provided by (used for) discontinued operations (17,076) 765,357 (12,092) 181,648 -------------------------------------------------------------------------- Cash used for operations (2,406,759) (797,565) (791,868) (376,772) -------------------------------------------------------------------------- Investing activities Increase in Other assets (65,637) - - - Proceeds on the disposal of an investment - 169,239 - - Proceeds on the disposal of an intangible 9,960 - - - Purchase of intangible assets (2,098) (3,224) - - Purchase of property and equipment (3,357) (28,897) - (5,423) Net decrease in temporary investments - 3,005,227 - (3,406) -------------------------------------------------------------------------- Cash provided by (used for) continuing operations (61,132) 3,142,345 - (8,829) Cash provided by discontinued operations 493,507 74,297 200,000 74,297 -------------------------------------------------------------------------- Cash provided by investing activities 432,375 3,216,642 200,000 65,468 -------------------------------------------------------------------------- Financing activities Issuance of capital stock 9,133 - 8,400 - Repayment of obligations under capital leases (45,281) (44,465) (6,554) (16,922) -------------------------------------------------------------------------- Cash provided by (used for) financing activities (36,148) (44,465) 1,846 (16,922) -------------------------------------------------------------------------- Net change in cash and cash equivalents during theperiod (2,010,532) 2,374,612 (590,022) (328,226) Cash and cash equivalents - Beginning of period 3,970,879 2,067,705 2,550,369 4,770,543 -------------------------------------------------------------------------- Cash and cash equivalents - End of period 1,960,347 4,442,317 1,960,347 4,442,317 -------------------------------------------------------------------------- -------------------------------------------------------------------------- Cash and cash equivalents comprise: Cash 503,245 438,556 503,245 438,556 Temporary investments 1,457,102 4,003,761 1,457,102 4,003,761 -------------------------------------------------------------------------- 1,960,347 4,442,317 1,960,347 4,442,317 Supplemental cash flow information - continuing operations Cash paid for interest 4,006 7,469 800 2,470 Cash paid for income taxes - 1,498 - - -------------------------------------------------------------------------- --------------------------------------------------------------------------
Contacts: Copernic Inc. Jean-Rock Fournier, CA Executive Vice President and Chief Financial Officer 418-527-0528 ext. 1271 / Toll Free: 877-289-4682 jrfournier@copernic.com www.copernic.com
1 Year Copernic Inc. (MM) Chart |
1 Month Copernic Inc. (MM) Chart |
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