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NVI.V - Novra Technologies Inc.



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By mrduediligence

Posted: Monday May 30 6:01:57PM 2016

Novra Technologies Inc Q1 Results (Ending March 31 2016). Financials + MD&A

NOTE: Keep in mind that NVI’s quarters fluctuate based upon received/executed orders. This means that one quarter might have incredible earnings, while other quarters are very poor. The key here is that NVI ends the current year in a more profitable/stable situation than it started. The MD&A’s are quite long due to multiple things going on. As well, the merger between IDC.V and NVI.V was approved today, so now there are three companies (IDC, Westport, Wegener) that will all be amalgamated into one large company that can dominate this sector.

Price: $0.09
Common Shares: 22.4 million
Insider/Institutional Holdings: 53.4%(pre NVI/IDC Merger)

Financials

Assets
Cash: $1,100,947
Accounts Receivable: $682,313
Notes Receivable: $129,670
Inventory: $596,100
Prepaid Expenses: $110,439
Options: $62
Equipment: $13,315
GIC: $200,000
Total Assets: $2,832,846

Liabilities
Line of credit: $495,000
Accounts Payable: $969,033
Deferred Income: $4,175
Due to related party: $743,888
Portion of long-term debt: $100,693
Long-Term Debt: $381,380
Contribution Agreement: $37,382
Total Liabilities: $2,731,551

Q1 Revenue: $315,701
Net Loss: $306,514 - $69,715 was from expired options and sold equipment

MD&A Highlights

NOTE: This is a very long MD&A and below is a highlight reel the company has already made. I would recommend that all shareholders look over the whole MD&A on Sedar.

The delay of a number of our client’s projects to the second half of 2016 had a negative impact on our financial results for this reporting period, Novra’s sales decreased by 72% to $315,701 (2015 $1,112,467) with gross margin equal to 29% (2015 49%) of sales. Our normal margins are in the range of 45% to 54% but for this reporting period we had some sales to Wegener with only a 5% margin. Loss from operations was $236,798 (2015 income of $482,267) and net income loss was $306,514 (2015 income of $619,898), which includes an unrealized foreign exchange gain of $NIL (2015 loss of $4,857). Our results also include an unrealized loss on the Wegener stock options of $55,218 (2015 gain of $142,506).

  • ·In April 2016, a merger agreement between Novra and International Datacasting Corporation (IDC) was signed, where Novra will acquire all of IDC’s issued and outstanding common shares for total purchase consideration of approximately $1.9 Million. This merger is subject to IDC’s shareholders’ approval and a special shareholders meeting has been scheduled for May 30, 2016 with an expected closing date in early June.
  • · Term sheet for the acquisition of Wegener Communications is in place and the acquisition is expected to be completed in the next 6 months.

 · A new acquisition term sheet is currently being negotiated and if successful it is then expected that the acquisition of Westport will be completed within 6 months following.

  • · In Q1 2016, a major US satellite operator has evaluated and recommended to their clients our receivers for two new projects. These opportunities require about 3,000 receivers each. We are now anticipating final approval from the end-clients by Q2/Q3 2016.
  • · We modified our S300 receiver for a pilot project integrating our S300 into a portable communications system for the US military. As a result of the success of this pilot project, our S300 is now used in a large military project. We have received an initial order for 15 monthly shipments starting January 2016, subsequently, in April 2016, we received an additional order which almost doubles the number of receivers to be shipped starting August 2016.
  • · In this reporting period another major US defense agency selected the S300 for a special project. The S300 has been proposed for additional projects by this agency, which are waiting for approval.
  • · Novra receivers were selected by system integrators in the US and Asian Pacific and proposed for several large networks. We are anticipating orders from these opportunities in Q3/Q4 of 2016.
  • · Continued expansion of an apartment IPTV network deployment in Japan. We currently have an order for 370 of our S200 receivers of which we shipped 70 units in Q1 with another 300 to be shipped in Q2 and Q3. We have been working for the past 9 months to secure a multi-milliondollar order for an upgrade to this network’s satellite receivers. We were notified in April that Novra was selected as the vendor for this upgrade and we expect the first order in Q4 and expect this upgrade span over 24 to 36 months.
  • · Our receivers were previously selected for two Digital Signage networks by our South African service provider. We are continuing to receive follow-on orders as these existing networks are expanded across Africa and new clients are added.

 · Increased interest and on-going evaluations of our S300 family of receivers by international clients.

  • · Our S200FK (Fixed Key) receiver was selected as a replacement to a competitor’s receiver for an existing Japanese satellite network. We received an initial order in Q4 215 and we expect to ship additional receivers in Q3 2016. 5
  • · Our more powerful S300FK was also selected for another Japanese network. We shipped a small number for a pilot project in 2015 and we expect more orders as this network is expanded in 2016/17.

 · For this reporting period we have and continue to receive orders for our S300 receivers by NOAA and its clients for existing and new weather related services. We expect these orders to continue through 2016.

  • · The European weather service switched from DVB-S to DVB-S2 on Jan 1, 2015 and Novra’s S300 is an approved receiver. For this reporting period we received orders from clients across Europe, Africa and Middle-East for this service and we expect these orders to continue (at a slower pace) for 2016.
  • · Japan Meteorological Agency (JMA) previously selected Novra’s receivers for the reception of their newly launched weather service called Himawaricast. For this reporting period we have received orders from clients who are signing onto this weather service across the Far East. We expect additional orders as this new Japanese weather service is fully launched in 2015/16.
  • · Novra’s S300 receivers are installed across China for news broadcasting applications and receiving the new JMA weather service. For this reporting period we have received follow-on orders for these applications and expect these orders to continue in 2016/17.

 · JMA is the third global meteorological agency to have selected Novra’s products for their own installations and listed our S300 as an approved receiver for the reception of their weather related services to their clients. These agencies are NOAA (US), EUMETSAT (EU) and JMA (Japan). We are very proud of this achievement.



By mrduediligence

Posted: Sunday May 1 2:30:16PM 2016

Novra Technologies Inc. Year End Results (December 2015)

Symbol: NVI
Stock Price: $0.11
Common Shares: 22,387,993
Insider Holdings: 12,042,430 (53.4% as per SEDI and Sedar)
website: www.novra.com

Financials

Assets
Cash: $577,132
Accounts Receivable: $875,464
Notes Receivable: $138,475
Inventory: $531,255
Prepaid Expenses: $7,062
Options: $55,281
Equipment: $25,937
GIC: $200,000
Total Assets: $2,410,606 (2014: $2,158,821 )

Liabilities
Credit Line: $555,000 (2014: $730,000)
Accounts Payable: $696,125
Deferred Income: $24,950
Due to related party: $250,000
Due portion of debt: $99,575
Long-term debt: $377,147
Total Liabilities: $2002,797 (2014 - $2,112,442)

2015 Sales
Revenue: $2,712,671
Gross Profit: $948,046
Net Income: $361,430 or $0.0161c EPS

MD&A Highlights

This will be very brief due to the size of NVI’s MD&A. It is recommended that all shareholders go to Sedar and read all the notes. Below is a copy/paste of the highlights section.

  • · Subsquent to the end of the reporting period, a merger agreement between Novra and International Datacasting Corporation (IDC) was signed, where Novra will acquire all of IDC’s issued and outstanding common shares for total purchase consideration of approximately $1.9 Million. This merger is subject to IDC’s shareholders’ approval and a special shareholders meeting has been scheduled for May 30, 2016 with an expected closing date in early June.
  • · Term sheet for the acquisition of Wegener Communications is in place and the acquisition is expected to be completed in the next 6 months.
  • · A new acquisition term sheet is currently being negotiated and if successful it is then expected that the acquisition of Westport will be completed within 6 months following.
  • · In Q1 2016, a major US satellite operator has evaluated and recommended to their clients our receivers for two new projects. These opportunities require about 3,000 receivers each. We are now anticipating final approval from the end-clients by Q2/Q3 2016.
  • · In 2014 an initial order was received to modify our S300 receiver for integration into a portable communications system for the US military. As a result of the success of this project, our S300 is now being used for a larger military project. We have received an order for 15 monthly shipments starting January 2016. Subsequently, in April 2016, we received an additional order which almost doubles the number of receivers to be shipped.
  • · In this reporting period another major US defense agency selected the S300 for a special project. The S300 has been proposed for additional projects by this agency, which are waiting for approval.

 · For this reporting period Novra received and delivered an initial order 1,500 for our S300CA receivers from a large US based hospitality service provider of interactive media and connectivity services. We expect additional orders from this client and other European clients in the hospitality services in Q2 2016.

 · Novra was approved for a $447,500 repayable loan from the Canadian Government for the development of a new Encapsulator (IPE) and enhancements to our new S400 receiver. This represents 50% of the anticipated expenditures on these R&D efforts over the next 24 months.

 · Novra receivers were selected by system integrators in the US and Asian Pacific and proposed for several large networks. We are anticipating orders from these opportunities in 2016.

 · Continued expansion of an apartment IPTV network deployment in Japan. During this reporting period we shipped 940 of our S200 receivers for this network and received an order for another 370 for delivery in 2016. We are currently working to secure a much larger follow-on order and we expect shipments to start in Q4 2016 and span over 24 to 36 months.

 · Our receivers were previously selected for two Digital Signage networks by our South African service provider. We are continuing to receive follow-on orders as these existing networks are expanded across Africa and new clients are added.

  • · Increased interest and on-going evaluations of our S300 family of receivers by international clients
  • · Our S200FK (Fixed Key) receiver was selected as a replacement to a competitor’s receiver for an existing Japanese satellite network. We received an initial order during this reporting period and we expect to ship additional receivers in Q2 2016.

 · Our more powerful S300FK was also selected for another Japanese network. An initial order has been received in the period and shipped in Q4. We expect more orders as this network is expanded in 2016.

  • · Novra’s S300 receivers are installed across China for a low data rate news broadcasting application. We have received follow-on orders for this reporting period and expect these orders to continue in 2016.
  • · For this reporting period we have and continue to receive orders for our S300 receivers by NOAA and its clients for existing and new weather related services. We expect these orders to continue through 2016.
  • · The European weather service switched from DVB-S to DVB-S2 on Jan 1, 2015 and Novra’s S300 is an approved receiver. For this reporting period we received orders from clients across Europe, Africa and Middle-East for this service and we expect these orders to continue (at a slower pace) for 2016. Some of the orders we received for this reporting period were for EU military forces.
  • · Japan Meteorological Agency (JMA) previously selected Novra’s receivers for the reception of their newly launched weather service called Himawaricast. For this reporting period we have received orders from clients who are signing onto this weather service across the Far East. We expect additional orders as this new Japanese weather service is fully launched in 2015/16.
  • · JMA is the third global meteorological agency to have selected Novra’s products for their own installations and listed our S300 as an approved receiver for the reception of their weather related services to their clients. These agencies are, NOAA (US), EUMETSAT (EU), JMA (Japan). We are very proud of this achievement.

By mrduediligence

Posted: Tuesday Apr 19 7:50:22AM 2016

Novra to acquire Int'l Datacasting for $1.9-million

2016-04-19 06:37 MT - News Release

Also News Release (C-IDC) International Datacasting Corp

Mr. Harris Liontas of Novra reports

INTERNATIONAL DATACASTING TO MERGE WITH NOVRA TECHNOLOGIES TO CREATE A WORLD-CLASS BROADCAST TECHNOLOGY PROVIDER

Novra Technologies Inc. and International Datacasting Corp. have approved a merger agreement for IDC to merge with Novra. Under the terms of the merger agreement, Novra will acquire 100 per cent of the issued and outstanding common shares of IDC for total purchase consideration of approximately $1.9-million. This proposed transaction was done at arm's length and there was no finder's fee.

This merger of two recognized market leaders in the broadcast space advances Novra's previously communicated strategic vision to combine companies with strong complementary product lines, broad global install bases and operational synergies to create a solutions-based provider that will offer clients a broad scope of cost-effective solutions and services, and deep access to industry expertise. By combining forces with IDC, Novra is well positioned to increase its market share in the data, radio and television broadcast segments, along with digital cinema and Internet protocol TV.

"The combination of IDC and Novra creates an exciting opportunity for our company, for our customers and for our shareholders. This is a compelling financial and strategic transaction with meaningful operational efficiencies that will lead to a stronger balance sheet and profitability for Novra," said Harris Liontas, president and chief executive officer of Novra. "This merger, along with the pending acquisition of Wegener Corp. that was previously announced by Novra, will create a world-class company that is going to provide innovative and compelling solutions. With over 200,000 installations in over 100 countries, our strategy is to offer our clients protection of their current investments as they expand or upgrade their networks by offering them flexibility in product choices that use a common control platform."

"We are thrilled to merge with Novra," said Steve Archambault, chief financial officer and interim chief executive officer of International Datacasting. "We believe this merger creates a company that will optimize value for our shareholders and provide significant opportunities for our employees. Additionally, the combined complementary product and solution offerings will enable us to provide a broader range of products in order to better capitalize on the market opportunities for servicing the world's premier broadcasters in radio, video, digital cinema and data networks."

Under the terms of the merger agreement, the purchase consideration will be one cent in cash per share, one Novra common share for every 10 IDC common shares and one Novra warrant for every five IDC common shares. IDC currently has 66,744,407 issued and outstanding common shares. The Novra warrant will provide the right to purchase one common share of Novra at 12 cents each and will expire one year from closing. The merger agreement also includes a break fee of $150,000 in the event IDC or Novra terminates the proposed transaction other than under certain specific conditions as defined in the agreement.

Completion of the transaction is subject to receipt of required IDC shareholder approval and any required regulatory approvals. IDC will hold a special meeting on May 30, 2016, for shareholder review and consideration of the merger, including the delisting of IDC's common stock from the TSX Venture Exchange shortly after the consummation of the merger. IDC shareholders as of April 19, 2016 (the record date), will have the opportunity to vote at this special meeting. A management information circular providing further details with respect to the transaction will be provided to IDC shareholders in advance of the special meeting. The transaction is expected to close by June 15, 2016. As a result, the IDC board of directors and Mr. Archambault have agreed to delay Mr. Archambault's previously announced planned date of departure from IDC to the earlier of the closing date of the merger or June 15, 2016.

We seek Safe Harbor.

© 2016 Canjex Publishing Ltd. All rights reserved.


By mrduediligence

Posted: Thursday Apr 14 2:11:42PM 2016

Novra Technologies Inc. Due Diligence Report

Symbol: NVI.V
Price: $0.09
Common Shares: 22,387,993
Insider/Institutional Holdings: 12,042,430(53.4% as per SEDI & Sedar)
Website: http://www.novra.com

Most recent financial results( Ending Sepetember 30th 2015)

ASSETS
Cash: $420,346
Accounts Receivable: $869,025
Notes Receivable: $133,909
Inventory: $678,283
Prepaid Expenses: $136,980
Options: $5,584
Equipment: $26,036
GIC : $200,000
Total Assets: $2,470,163

LIABILITIES
Line of Credit: $665,000
Accounts Payable: $645,185
Deferred Income: $7,996
Due to related party: $250,000
Current portion of long term debt: $98,470
Long Term Debt: $372,959
Total Liabilities: $2,039,610

**NOTE** NVI is cash flow positive, except will show a loss in the last quarter due to options expiring. These were given to NVI for a deal that was done in 2014(see MD&A below for more information).

Q3 Sales
Revenue: $662,877
Gross Profit: $262,644
Net Income: $125,338
Loss on Options: $203,316

9 Month Sales
Revenue: $2,033,326
Gross Profit: $870,992
Net Income: $423,908 or $0.02c EPS
Loss on options: $39,734

MD&A Highlights

Novra Technologies Inc. (“Novra” or the “Company”) offers premium broadband receivers/routers and applications for satellite and terrestrial broadcast markets. Novra's products are value priced, standardscompliant and enable delivery of Internet, multi-media files, weather data, video (IP-TV) and audio streams using the Internet Protocol (IP) over DVB/MPEG digital TV broadcasts. Novra has three product families: DVB-IP encapsulators, satellite and terrestrial broadband receivers and a multimedia distribution and management system for digital signage and captive audience networks. Novra's products are sold worldwide through sales agents, resellers, solution integrators and service provider partners.

In February 2014 Novra announced that it had agreed (subject to Novra’s due-diligence) to acquire two US based technology companies. Wegener Communications, a publically traded US based communications technology company located in Atlanta GA and Westport Research and Associates, a private company based in Kansas City, MO.

Since the announcement, Novra has worked closely with Wegener to help it restructure most of its debt and assist with inventory purchases and marketing. Westport also had changes made to it operational and ownership structure and it is in a much better position to be acquired by Novra. We expect these acquisitions to complete within the next 6 months.

Novra also agreed to become a low margin supplier to Wegener Communications, and as part of this agreement, Novra was given an option to purchase up to 15,000,000 Wegener shares at $0.03 each. This stock option expires on December 31, 2015. For this reporting period this option has generated unrealized loss of $60,995 which is reflected in our reported results.

Despite challenging world economic conditions in the past couple of years, we continue to see positive results from our considerable engineering and marketing efforts in the last few quarters. Novra’s products have been selected and proposed for a number of major projects which we are anticipating will generate higher 2015 receiver sales compared to our 2014 receiver sales. We are in discussions with government and military organizations to customize and expand our products to meet requirements as they replace existing infrastructure and move to new technologies.

This is a very long MD&A and I recommend that you go to www.sedar.com and continue reading from there.

Most recent deal done with NVI:

Partner Website - http://www.united-telecom.gr/

Brochure that shows customers - Nissan, Nintendo, HSBC, UPS, Citibank, etc - http://www.united-telecom.gr/images/brochureUnitedTelecom-EN.pdf

Partner companies - http://www.united-telecom.gr/index.php/en/partners/technology-partners.html

Novra Technologies Inc. – is a Canadian hi-tech company located in Winnipeg, Manitoba, specializing in the transmission and reception of IP data over Digital Video Broadcast (DVB) channels by using terrestrial and satellite communication links, while suppling cost-effective products and solutions for providers of IP datacasting, IPTV, and digital signage systems and services.


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