-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BFNcURqHzojK17N60aKP0yG780kEP3S6jVOORSMerBTHrXdHXJjwydmbyFCl2WvC cYn2rsE46duas8hGF5CRWw== 0001279569-09-000451.txt : 20090401 0001279569-09-000451.hdr.sgml : 20090401 20090331205025 ACCESSION NUMBER: 0001279569-09-000451 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090331 FILED AS OF DATE: 20090401 DATE AS OF CHANGE: 20090331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHCORE TECHNOLOGIES INC. CENTRAL INDEX KEY: 0001079171 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14835 FILM NUMBER: 09721139 BUSINESS ADDRESS: STREET 1: 302 THE EAST MALL, SUITE 300 STREET 2: SUITE 300 CITY: TORONTO STATE: A6 ZIP: M9B 6C7 BUSINESS PHONE: 416-640-0400 MAIL ADDRESS: STREET 1: 302 THE EAST MALL, SUITE 300 STREET 2: SUITE 300 CITY: TORONTO STATE: A6 ZIP: M9B 6C7 FORMER COMPANY: FORMER CONFORMED NAME: ADB SYSTEMS INTERNATIONAL LTD DATE OF NAME CHANGE: 20021109 FORMER COMPANY: FORMER CONFORMED NAME: ADB SYSTEMS INTERNATIONAL INC DATE OF NAME CHANGE: 20020424 FORMER COMPANY: FORMER CONFORMED NAME: BID COM INTERNATIONAL INC DATE OF NAME CHANGE: 19990210 6-K 1 northcore6k.htm FORM 6-K northcore6k.htm
 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
For the Month of March,  2009
 
NORTHCORE TECHNOLOGIES INC.
(Exact name of Registrant)
 
302 The East Mall, Suite 300, Toronto, Ontario Canada M9B 6C7
(Address of principal executive office)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
 
Form 20-F x
Form 40-F ¨
 
    Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
 
    Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
 
    Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨
No x
 
    If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- __________




 

 

Exhibit
   Description
     
99.1
  
News Release dated March 31, 2009 - Northcore reports Q4 and year-end 2008 results


 
 
SIGNATURES
 
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
  NORTHCORE TECHNOLOGIES INC.
   
   
   
Date: March 31, 2009
By:
 /s/ Duncan Copeland
    Name: Duncan Copeland
   
Title: Chief Executive Officer 

EX-99.1 2 ex991.htm NEWS RELEASE DATED MARCH 31, 2009 ex991.htm 
 
Exhibit 99.1
News release via Canada NewsWire, Toronto 416-863-9350

	    Attention Business/Financial Editors:
	    Northcore reports Q4 and year-end 2008 results

	    (TSX: NTI; OTCBB: NTLNF)

	    TORONTO, March 31 /CNW/ - Northcore Technologies Inc. (TSX: NTI;
OTCBB:NTLNF), a global provider of asset management technology solutions,
announced today its financial results for the fourth quarter and fiscal year
ended December 31, 2008. All figures are in Canadian dollars.
	    Northcore reported revenues of $177,000 for the quarter, a decrease of 12
percent from the $200,000 generated in the third quarter of 2008. In the same
period of 2007, Northcore generated revenues of $309,000. For the year ended
December 31, 2008, Northcore reported revenues of $741,000, a decline of 36
percent from the $1.166 million generated in 2007.
	    Northcore derives its revenues from application hosting activities
provided to customers, royalty fees from its business partners, the sale of
software licenses, and the delivery of technology services, such as
application development and software customization.
	    "Our disappointing results reflect the economic paralysis that engulfed
society toward the end of 2008," said Duncan Copeland, CEO of Northcore
Technologies. "This has also made it harder to publicize our accomplishments,
however, we have had success raising capital, which attests to the faith
investors have in our company after they perform their due diligence. In
December of 2008, GE Capital publicly announced that asset management is one
of six competencies at the core of their business model. I've said it before
and I'll say it again: I remain impatient but I like our prospects."
	    Northcore reported a loss for the fourth quarter of $552,000 or $0.01 per
share, basic and diluted. This compares to a loss of $536,000 or $0.01 per
share, basic and diluted in the third quarter of 2008. In the same period of
2007, Northcore reported a loss of $536,000 or $0.01 per share basic and
diluted. Northcore's loss for the year ended December 31, 2008 was $2.355
million, as compared to a loss of $2.312 million or $0.02 per share for the
year ended December 31, 2007.
	    Northcore also reported an EBITDA loss for the fourth quarter of
$315,000. This compares to an EBITDA loss of $322,000 in the third quarter of
2008 and an EBITDA loss of $372,000 for the fourth quarter of 2007. For the
year ended December 31, 2008, Northcore recorded an EBITDA loss of $1.550
million. This compares to a combined EBITDA loss of $1.575 million for the
year ended 2007.
	    EBITDA loss is defined as losses before interest, taxes, depreciation and
employee stock options. Northcore considers EBITDA to be a meaningful
performance measure as it provides an approximation of operating cash flows.
	    As at December 31, 2008, Northcore held cash and cash equivalents of
$460,000 and accounts receivable of approximately $305,000.

	    <<
	    Northcore experienced a number of operating achievements during the
quarter, notably:

	        -  Completed the delivery of a large scale mission critical
	           application to a Fortune 500 company that was put into global use.
	        -  Introduced significant new enhancements to Asset Appraiser, the
	           web-based equipment asset appraisal and evaluation application of
	           its joint venture with GE. The product end-user is now able to
	           view appraisals and valuations holistically across the entire
	           enterprise using a management information "lens".
	        -  Conducted a series of successful field tests of its new mobile
	           Asset Management platform at a number of selected clients.
	        -  Completed a private placement securing gross proceeds of $600,000
	           through the issuance of convertible debentures.
	    >>

	    Subsequent to the year ended December 31 2008, the company announced the
conversion of secured subordinated notes and the additional proceeds secured
from the exercise of warrants. Series M note holders have converted $660,000
out of a total of $678,000 debentures and exercised a total of 13,200,000
common share-purchase warrants out of a possible 13,560,000 warrants, for
total proceeds of $1.320 million. As per the terms of the debenture, the
remaining warrant options have expired.
	    Northcore will hold a conference call at 10:00 a.m. (Eastern) on
Wednesday, April 1, 2009 to discuss its financial results and review
operational activities. Investors and followers of Northcore are invited to
listen to the call live over the Internet on the company's website at
northcore.com/events.html.

	    <<
	    About Northcore Technologies Inc.
	    ---------------------------------
	    >>
	    Northcore Technologies provides software solutions and services that help
organizations source, manage and sell their capital equipment and assets.
Northcore works with a growing number of customers and partners in a variety
of sectors including oil and gas, government, and financial services.
	    Northcore owns a 50 percent interest in GE Asset Manager, a joint
business venture with GE.

	    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.


	    <<
	                          (financial tables follow)

	                         Northcore Technologies Inc.
	                         Consolidated Balance Sheets
	                 (expressed in thousands of Canadian dollars)
	                         (Canadian GAAP), Unaudited
	    -------------------------------------------------------------------------

	                                  December 31    December 31     December 31
	                                 --------------------------------------------
	                                      2008           2008           2007
	                                 --------------------------------------------
	                                     (in $C)       (in $US)       (in $C)

	                                                  translated
	                                                  into $US at
	                                                  Cdn$ 1.2240
	                                                      for
	                                                  convenience

	    Cash                            $      460     $      376     $      478
	    Other current assets                   333            272            157
	    Other assets                            19             15             52
	                                 --------------------------------------------
	      Total assets                  $      812     $      663     $      687
	                                 --------------------------------------------
	                                 --------------------------------------------

	    Accounts payable and
	     accrued liabilities            $      948     $      775     $      577
	    Deferred revenue                        30             24             52
	    Current portion of long
	     term debts                          1,507          1,231            378
	    Non-current portion of
	     long term debts                       730            596          1,280
	    Total shareholders' deficiency      (2,403)        (1,963)        (1,600)
	                                 --------------------------------------------
	      Total liabilities and
	       shareholders' deficiency     $      812     $      663     $      687
	                                 --------------------------------------------
	                                 --------------------------------------------



	                         Northcore Technologies Inc.
	       Consolidated Statements of Operations and Comprehensive Income
	    (expressed in thousands of Canadian dollars, except per share amounts)
	                         (Canadian GAAP), Unaudited
	    -------------------------------------------------------------------------

	                        -------------------------  --------------------------
	                             Three Months Ended              Year Ended
	                        -------------------------  --------------------------
	                                December 31                  December 31
	                        -------------------------  --------------------------
	                           2008     2008     2007     2008     2008     2007
	                           ($C)     ($US)    ($C)     ($C)     ($US)    ($C)
	                        -------------------------  --------------------------

	                                 translated                 translated
	                                 into US$ at                into US$ at
	                                 Cdn$ 1.2240                Cdn$ 1.2240
	                                     for                        for
	                                 convenience                convenience


	    Revenue             $   177  $   145  $   309  $   741  $   605  $ 1,166
	                        -------------------------  --------------------------

	    Operating expenses
	      General and
	       administrative       305      249      413    1,485    1,213    1,703
	      Customer service
	       and technology       171      140      207      689      563      762
	      Sales and
	       marketing             16       13       61      117       96      276
	      Employee stock
	       options               15       12       16       43       35       94
	      Depreciation            7        6       10       33       27       39
	                        -------------------------  --------------------------
	        Total operating
	         expenses           514      420      707    2,367    1,934    2,874
	                        -------------------------  --------------------------

	    Loss from operations   (337)    (275)    (398)  (1,626)  (1,329)  (1,708)
	                        -------------------------  --------------------------

	    Interest expense
	      Cash interest
	       expense               94       77       68      335      274      272
	      Accretion of secured
	       subordinated notes   121       99       70      394      322      333
	    Interest income           -        -        -        -        -       (1)
	                        -------------------------  --------------------------
	                            215      176      138      729      596      604
	                        -------------------------  --------------------------

	                        -------------------------  --------------------------
	    Loss and
	     comprehensive loss
	     for the period        (552)    (451)    (536)  (2,355)  (1,925)  (2,312)
	                        -------------------------  --------------------------
	                        -------------------------  --------------------------

	    Loss per share,
	     basic and diluted  $ (0.01) $ (0.01) $ (0.01) $ (0.02) $ (0.02) $ (0.02)
	                        -------------------------  --------------------------
	                        -------------------------  --------------------------

	    "Weighted average
	      number of shares
	      outstanding,
	      basic and
	      diluted"          109,407  109,407  108,207  108,861  108,861   93,094
	                        -------------------------  --------------------------
	                        -------------------------  --------------------------
	    >>

	    %SEDAR: 00019461E          %CIK: 0001079171

	    /For further information: Northcore Technologies Inc., Investor
Relations, Tel: (416) 640-0400 ext. 273, Fax: (416) 640-0412, E-mail:
InvestorRelations(at)northcore.com/
	    (NTI. NTLNF)

CO:  Northcore Technologies Inc.

CNW 19:48e 31-MAR-09
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