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Half year Results June 2020

Half Year Results28 August 2020PHLHealthcare

Promisia Integrative Limited
Results for announcement to the market

Reporting Period6 months to June 2020

Previous Reporting Period12 months to December 2019

Amount (000s)Percentage change

Revenue from ordinary

activities

41 NZD-55.0%

Profit (loss) from ordinary

activities after tax attributable to

security holders

-732 NZD-58.0%

Net profit (loss) attributable to

security holders

-734 NZD-58.0%

No dividends declared

30 Jun 201930 Jun 2020

Net tangible assets per security

-0.000 NZD-0.001 NZD

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FINANCIAL SUMMARY
For the six month period ended 30 June 2020


Half year% Up/(Down) Half yearFull year

30-Jun-20on period 30-Jun-1931-Dec-19

Unaudited30-Jun-19UnauditedAudited

$000 $000$000

Sales revenue41 -55%91 190



Operating loss before tax(732) -58%(1,728) (2,401)

Net Comprehensive Loss(734) -58%(1,748) (2,400)

Total Assets90 -65%258 85

Basic Earnings per share(0.0003) (0.001) (0.001)

Diluted Earnings per share(0.0003) (0.001) (0.001)





Report of the directors for the six months ended 30 June 2020.

The directors of Promisia Integrative Limited are reporting on the six months to 30 June 2020 for the company

and its subsidiaries.

The company has advised shareholders that it has ceased its former business of natural health products and is

seeking to enter the aged care business by acquiring three aged care facilities located in Feilding and Dannevirke

and take over a lease on a property in Christchurch that will reopen in 2020 as an aged care facility. This

transaction was approved by shareholders at a meeting of shareholders held on 11 June 2020. The acquisition

requires the raising of equity and debt funding to proceed.

On 31 July 2020 the company advised that it had secured an extension of the settlement date and was in

discussions with investors concerning commitments for the required level of equity, but that debt funding had

not yet been confirmed. The impact of Covid-19 on the willingness of the banking sector to provide new loans

has been reported widely in the media. It has been a frustrating period for the company but, with the passage of

time, coupled with the lower level of Covid-19 infection than in many other countries, there appears to be an

increasing willingness to consider new funding arrangements.

The company is working with its legal and financial advisers and is quietly confident that acceptable funding will

be secured to enable settlement of the transaction.

Operating costs have been reduced significantly and progress is being made in relation to the Medsafe

prosecution. The costs associated with the aged care transaction are being expensed as they are incurred.

These costs are largely responsible for the loss of $734,000 in the six month period.

The company’s shares remain in suspension from trading on the NZX until the aged care transaction has been

settled. The company believe that suspension is preferable to speculation which can cause significant

movements in the share price on very low trading numbers.

I wish to thank our two staff, my fellow directors, and our advisers for their perseverance during this difficult
time as the company repositions itself. I also wish to acknowledge, on behalf of shareholders, the ongoing

financial support provided to the company by Tom Brankin and the Brankin Family Trust.

On behalf of the Board


Stephen Underwood

Chairman

27 August 2020

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Promisia Integrative Limited

Unaudited Consolidated Interim Financial Statements


For the six months ended 30 June 2020


________________________________________________________________________________________________________________________________





















































Page 2

Promisia Integrative Limited

Consolidated Interim Statement of Comprehensive Income

For the six months ended 30 June 2020


UnauditedUnauditedAudited

Notes6 months 6 months Year

30 June 202030 June 201931 Dec 2019

$000$000$000


Revenue41 91 190

Cost of goods sold- (26) (53)

Impairment of Inventory - (1,096) (1,107)

41 (1,031) (970)

Other income15 1 1

Expenses

Administration (707) (476) (1,051)

Operating (45) (216) (319)

Amortisation and depreciation(3) (6) (11)

(754) (698) (1,381)

Loss before taxation and interest(698) (1,728) (2,350)



Finance cost - interest paid(34) (21) (51)

Finance income - interest received - -

Net Loss for period before income tax (732) (1,749) (2,401)

Income tax expense - - -


Net Loss for period 3.5(732) (1,749) (2,401)

Other comprehensive income

Currency translation differences (2) 1 1

Total comprehensive loss for period (734) (1,748) (2,400)

attributable to shareholders

Basic Earnings per share (0.0003) (0.001) (0.001)

Diluted Earnings per share(0.0003) (0.001) (0.001)













The accompanying notes form part of these interim financial statements




Page 3

Promisia Integrative Limited

Consolidated Interim Statement of Changes in Equity

For the six months ended 30 June 2020

ShareForeignAccumulatedTotal

CapitalCurrencyLosses

Reserve

$000$000$000$000

Unaudited

At 1 January 202058,526 183 (60,063) (1,354)

Net loss for period- - (732) (732)

Other comprehensive income (loss)- (2) - (2)

At 30 June 202058,526 181 (60,795) (2,088)

Audited

At 1 January 201958,278 182 (57,662) 798

Net loss for period- - (2,401) (2,401)

Other comprehensive income (loss)- 1 - 1

Share Issue 248 - - 248

At 31 December 201958,526 183 (60,063) (1,354)

Unaudited

At 1 January 201958,278 182 (57,662) 798

Net loss for period- - (1,748) (1,748)

Other comprehensive income (loss)- 1 - 1

Share Issue - - - -

At 30 June 201958,278 183 (59,410) (949)






















The accompanying notes form part of these interim financial statements




Page 4

Promisia Integrative Limited

Consolidated Interim Statement of Financial Position

As at 30 June 2020


UnauditedUnauditedAudited

Notes6 months 6 months Year

30 June 202030 June 201931 Dec 2019

$000$000$000

EQUITY

Share Capital 3.458,526 58,278 58,526

Accumulated Losses(60,795) (59,410) (60,063)

Other Equity Reserves181 183 183


TOTAL (NEGATIVE) EQUITY(2,088) (949) (1,354)

Represented by:

CURRENT ASSETS

Bank11 60 21

Receivables42 36 34

Prepayments10 4 1

Inventory- 38 -

Tax Receivable6 6 6

69 144 62

NON-CURRENT ASSETS

Investments20 75 20

- 10 -

Plant & equipment1 29 3

21 114 23

TOTAL ASSETS90 258 85

less

CURRENT LIABILITIES

Payables and Accruals1,083 262 565

Employee benefits24 11 19

Loan 3.6(ii)1,050 293 57

Advance3.6(ii)20 150 -

2,177 716 641

NON-CURRENT LIABILITIES

Loan 3.6(ii)- 491 798


TOTAL LIABILITIES2,177 1,207 1,439

NET ASSETS (LIABILITIES)(2,088) (949) (1,354)





The accompanying notes form part of these interim financial statements




Page 5


Promisia Integrative Limited

Consolidated Interim Statement of Cash flows

For the six months ended 30 June 2020

UnauditedUnauditedAudited

Notes6 months 6 months Year

30 June 202030 June 201931 Dec 2019

$000$000$000

Operating activities

Receipts from customers 71 92 202

Payments to suppliers and employees(296) (673) (1,070)

Interest (net)- (21) -

Net cash flows from (used in) operating activities(225) (602) (868)


Investing Activities

Sale plant & equipment - 55

Refund of NZX deposit- 18

Net cash flows from (used in) investing activities- 73

Financing activities

- -

New share capital - 150 247

Advance (repayment) of loans3.6(ii)215 - 57

Net cash flows from financing activities215 150 304


Net change in cash and cash equivalents(10) (452) (491)

Cash and cash equivalents at start of period 21 512 512

Cash and cash equivalents at end of period 11 60 21














The accompanying notes form part of these interim financial statements




Page 6

Promisia Integrative Limited

Notes to the Consolidated Interim Financial Statements

For the six months ended 30 June 2020

_________________________________________________________________________________________________________________________


1. Nature of operations

Promisia Integrative Limited (Company) and its subsidiaries (the Group) principal activities are

transitioning from developing and marketing research based natural dietary supplements to the

ownership and management of aged care facilities.


2. General information and statement of compliance

The Company is registered under the Companies Act 1993 and is a Financial Markets Conduct

reporting entity in terms of the Financial Markets Conduct Act 2013. The group is profit-oriented.

Promisia Integrative Limited is a company domiciled in New Zealand. The registered office of the

company is level 5, 22 Panama Street, Wellington 6011.

Basis of Preparation

The unaudited interim financial statements;

(i) have been prepared in accordance with Generally Accepted Accounting Practice in New

Zealand, which is the New Zealand equivalent of International Financial Reporting Standards

(NZ IFRS). They comply with NZ IAS 34 Interim Financial Reporting and should be read in

conjunction with the 31 December 2019 annual report.

(ii) follow the same accounting policies as the full financial statements of the Group for the year

ended 31 December 2019;

(iii) are presented in New Zealand dollars which is the Group’s functional and presentation

currency and rounded to the nearest thousand dollars unless stated otherwise.

(iv) do not include all the information required for full financial statements and consequently should

be read in conjunction with the full financial statements of the Group for the year ended 31

December 2019.


3. Disclosures

3.1 Going Concern

The Promisia Group has generated sales of $41,000 from sales, $15,000 from the sales of impaired

raw materials inventory and incurred a net loss of $732,000 for the six months ended 30 June

2020. (Full year to December 2019: – Sales $190,000 and net losses $2,401,000). At 30 June

2020 the consolidated statement of financial position records a position of negative working

capital and negative equity.

In March 2020, the New Zealand Government mandated a period of lockdown across the country in

response to the global pandemic, Covid19. Further lock-downs are in place in August 2020. The

Group was able to operate on a limited basis during this period. This is not expected to impact the

overall financial viability of the Group. At this point in time, it is not possible to quantify the

financial impact of this pandemic on the Group and its future operations.









Page 7

Promisia Integrative Limited

Notes to the Consolidated Interim Financial Statements

For the six months ended 30 June 2020

_________________________________________________________________________________________________________________________


It is the continuing opinion of the board of directors that there are reasonable grounds to believe

that its revised operational and financial plans in place are achievable, and accordingly the Group is

able to continue as a going concern and meet its debts as and when they fall due. Accordingly, use

of the going concern assumption remains appropriate in these circumstances.

The directors are quietly confident that the proposed acquisition of the aged care facilities will

proceed as disclosed in Note 3.9. The transaction will recapitalise the Company, provide significant

tangible assets and will result in the Group achieving positive cash flows and profit from

operations. If the proposed acquisition did not proceed the Group could not continue to operate

without obtaining additional funding.

3.2 Operating segments

The Group’s reportable segments are based on the geographic location of its activities which

operate throughout the year, reflect the type of activities undertaken and have been determined

based on internal reporting used by management and the Board of Directors to assist strategic decision

making. Since 31 December 2019, the Group has exited from the activities of developing and marketing

research based natural dietary supplements to planning for the ownership and management of

aged care facilities.

3.3 Financial risk management

The Group's activities are exposed to a variety of financial risks: market risk, credit risk, liquidity risk,

cash flow risk and fair value interest-rate risk. The interim financial statements do not include all

financial risk management information and disclosures required in the annual financial statements;

they should be read in conjunction with the Group's annual financial statements as at 31 December

2019. There have been no changes in the management of risk or in any risk management policies in the

current period. The Group does not have any derivative financial instruments or any other

financial assets or liabilities that are classified as instruments at fair value through profit and loss

under NZ IFRS.

The fair value of assets and liabilities approximates their carrying value.


3.4 Share Capital

The Group’s share capital includes fully paid shares.

Issued and paid capital

There were 2,151,797,451 ordinary shares on issue at 30 June 2020 (30 June 2019:1,901,797,451).


At 30 June 2020 issued and paid capital comprised:

UnauditedUnauditedAudited

6 months 6 months Year

30 June 202030 June 201931 Dec 2019

$000$000$000

Opening balance58,526 58,278 58,278

Shares issued- - 250

Issue costs- - (2)

Closing balance58,526 58,278 58,526




Page 8

Promisia Integrative Limited

Notes to the Consolidated Interim Financial Statements

For the six months ended 30 June 2020

_________________________________________________________________________________________________________________________

Unpaid ordinary shares – Treasury shares

On 25 February 2020, 16,595,856 (2019:16,595,856) unpaid treasury shares were cancelled, as

the conditions for the issue of shares in the employee share option scheme were not fulfilled.


3.5 Other financial information

UnauditedUnauditedAudited

6 months 6 months Year

30 June 202030 June 201931 Dec 2019

$000$000$000

Net Loss for period (732)(1,749)(2,401)

Included in the loss for the period are the following expenses:

Director fees5050100

Legal and professional fees30977314

NZX listing & registry fees1073638

Staff and employment costs177182365



3.6 Related party information

During the six months to 30 June 2020:

(i) Director fees of $50,000 were accrued (2019: $50,000 were accrued).

(ii) The Brankin Family Interest Trust and D Priest advanced $195,000 and $20,000

respectively to the Group of which T.D Brankin is a related party to the Trust and a director

of the Group. D Priest is also a director of the Group.

A total of $1,050,000 is repayable to the Brankin Family Interest Trust, and the Company has

a letter of comfort stating it will not be called prior to 9 March 2021.


3.7 Contingent liabilities

At 30 June 2020, the company had the following contingent liabilities:

Notice of prosecution

On 7 February 2019 the company was served with a notice of prosecution by the New Zealand

Ministry of Health for alleged breaches of the Medicines Act 1981. In these charges the Ministry

alleges that the company has sold an unlicensed medicine and that certain advertising by the

company is in breach of the Medicines Act.

The company intends to defend all charges and has made three brief appearances in the District

Court during 2019. There are no updates as at 30 June 2020.

There were no other contingent liabilities at 30 June 2020. (31 December 2019: $nil).

3.8 Capital commitments

There were no capital commitments at 30 June 2020 (31 December 2019: $nil). Refer Note 3.9.




Page 9

Promisia Integrative Limited

Notes to the Consolidated Interim Financial Statements

For the six months ended 30 June 2020

_________________________________________________________________________________________________________________________

3.9 Proposed acquisition of aged care facilities


The Group has entered a conditional agreement to acquire:

(i) Three aged care facilities for $31.3m. This acquisition will involve the purchase of assets

and assumption of certain liabilities;

(ii) a lease on a property to be used as an aged care facility.


This agreement consists of the Group acquiring:

• Ranfurly Manor and Nelson Residential Care Centre in Feilding and Eileen Mary Residential

Care Centre in Dannevirke;


• a long term lease of Aldwins House in central Christchurch with the intention of reopening it as

a rest home/hospital in late 2020. An option to purchase the property from interests associated

with Mr. Ian Cassels of the Wellington Company is included in the acquisition.


During the six month period to 30 June 2020, the Group had been negotiating indicative terms for

debt finance of $18m, new equity issuances proposed of $8m to the vendor and $6m-$8m to

various private placement participants, all at $0.001 per share.


However, since 30 June 2020, the Group

• advises that unfortunately the New Zealand registered bank that PIL had been working

with for some months to secure debt finance has withdrawn from providing funding. All

conditions in the non-binding term sheet issued by the bank had been satisfied. The Board

believes that this is a consequence of the COVID-19 environment and a reflection of what

is a very restrictive credit market to new lending;

• has entered an extension agreement with Brankin Family Trust to allow until 30

September 2020 for completion of the Proposed Transaction;

• is continuing discussions with its wholesale equity investors to commit to this longer

period; and

• has reviewed its previous approaches to banks for debt funding and is now compiling

new information packages for those banks.


A new completion date will only be set once funding for completion has been secured.


The proposed acquisition was approved by shareholders at a meeting held on 11 June 2020 and

prior approval of all documentation was received from NZX and the Financial Markets Authority.

3.10 Unaudited financial statements

The interim financial statements for the six months to 30 June 2020 have not been audited.


3.11 Events subsequent to balance date

There have been no matters or circumstances since the end of the interim reporting date not

otherwise dealt with in these interim financial statements that have significantly or may

significantly affect the Group’s operations.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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