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Note Holder Update October 23, 2015
LEGAL NOTICES
AND DISCLAIMERS
• This presentation is for informational purposes only and is not intended for any other use. This presentation is not an
offering memorandum or prospectus and should not be treated as offering material of any sort. The information
contained in this presentation shall not constitute an offer to sell or the solicitation of an offer to buy securities. This
presentation is intended to be of general interest only, and does not constitute or set forth professional opinions or
advice. The information in this document is speculative and may or may not be accurate. Actual information and
results may differ materially from those stated in this document.
• The Company makes no representations or warranties which respect to the accuracy of the whole or any part of this
the Company presentation and disclaims all such representations and warranties. Some of the data and industry
information used in the preparation of this presentation (and on which the presentation is based) was published by
third-party sources, and has not been independently verified, validated, or audited. Neither the Company nor its
principals, employees, or agents shall be liable to any user of this document or to any other person or entity for the
truthfulness or accuracy of information contained in this presentation or for any errors or omissions in its content,
regardless of the cause of such inaccuracy, error, or omission. Furthermore, the Company, its principals, employees, or
agents accept no liability and disclaim all responsibility for the consequences of any user of this document or anyone
else acting, or refraining to act, in reliance on the information contained in this document or for any decision based on
it, or for any actual, consequential, special, incidental, or punitive damages to any person or entity for any matter
relating to this document even if advised of the possibility of such damages.
• This presentation contains forward-looking statements within the meaning of the federal securities laws. Forward-
looking statements express the Company’s expectations or predictions of future events or results. They are not
guarantees and are subject to many risks and uncertainties. There are a number of factors beyond the Company’s
control that could cause actual events or results to be significantly different from those described in the forward-
looking statements. Any or all of the forward-looking statements in this document or in any other statements the
Company makes may turn out to be wrong and should not be regarded as a representation by the Company or any
other person that its objectives, future results, levels of activity, performance or plans will be achieved. Except as
required by applicable law, the Company does not intend to publicly update or revise any forward-looking statements,
whether as a result of new information, future developments or otherwise.
2
CAUTIONARY NOTE REGARDING
FINANCIAL INFORMATION
• This presentation and the financial information contained herein (“Projections”) have not been audited or reviewed by
our independent certified public accountants and accordingly they express no opinion or other form of assurance as to
this financial information.
• No representation or warranty of any kind is or can be made with respect to the accuracy or completeness of, and no
representation or warranty should be inferred from, the Company’s Projections or the assumptions underlying them.
No representation or warranty can be made as to the Company’s future operations or the amount of any future
income or loss. Some assumptions on which the Projections are based may not materialize, and unanticipated events
and circumstances will occur. Further, the Projections are not necessarily prepared nor are they presented in
accordance with generally accepted accounting principles. Therefore, subsequent adjustments may be made that may
cause the actual results achieved during the periods presented to vary from the Projections, and the variations may be
significant and material. Prospective investors are cautioned not to rely on the Projections contained in the
presentation and should not make an investment decision based on the Projections. The Projections are not complete
and do not necessarily provide a clear picture of the future financial health of the Company.
• The Company does not intend to update or otherwise revise the Projections to reflect circumstances existing or
adjustments made after the date hereof or to reflect the occurrence of unanticipated events even if some or all of the
underlying assumptions do not come to fruition. Any historical financial information contained herein may change
significantly after the date hereof.
• THIS INFORMATION IS CONFIDENTIAL AND HAS BEEN PROVIDED TO THE RECIPIENT FOR INFORMATIONAL PURPOSES
ONLY AND NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS MADE AS TO THE COMPLETENESS OR
ACCURACY OF THE INFORMATION CONTAINED HEREIN.
3
Pre-merger Results
• New business from VCD, Vision Source and others is increasing
• “Other” income/expense includes depreciation, interest, amortization of debt discount and
debt issuance costs, change in fair value of derivative instruments, and sale of obsolete
inventory
4
($ Millions) 1Q15 2Q15
Revenue 0.8 0.7
Gross Profit 0.2 0.2
SG&A, excluding
Depreciation
2.1 1.9
EBITDA (1.9) (1.7)
Other (0.7) (2.9)
Net Loss (2.6) (4.6)
Balance Sheet Pre- and Post-Merger
($ Millions) December 2014 June 2015
Cash 0.1 0.0
Other current assets 2.1 1.8
Non-current assets 0.8 4.8 (4.2 goodwill)
Total assets 2.9 6.6
AP and accrued expenses 4.3 6.3
Debt 10.9 13.3
Debt discount (1.8) (1.2)
Derivative liab. & def. revenue 3.7 4.3
Equity (14.2) (16.1)
Total Liabilities and Equity 2.9 6.6
5• Operations have been funded via debt
• Additional $4M borrowed on 7/1/15 and $1M borrowed on 9/30/15
3Q 2015 Funding
July 2015 Net Proceeds ($ Millions)
– Gross proceeds $4.0
– Transaction costs
(investment banker,
legal and lender fees) (1.1)
– Other ENRG liabilities (0.1)
Net proceeds to PFO $2.8
6
Use of Proceeds ($ Millions)
– A/P balance at 6/30/15 $3.1
– Bridge note due at closing 0.3
Short-term liabilities at 6/30/15 $3.4
Average quarterly operating
loss in first half of 2015 $1.8
• Short term liabilities and average quarterly operating loss exceeded July 2015 net proceeds
• PFO issued an additional $1M of debentures on September 30, 2015
• PFO issued $4M of debentures on July 1, 2015
Update Since Merger
• Sales leadership changed to improve productivity– Ruedi Suter / Christina Jones
• Reduced costs– Personnel reduced by 20% in 2015
• Introduced new products– Vitaris lenses– EyeX3 new software release– JusttheRX B-to-C program
• Hillair Capital invested $5M in 3Q– Additional investment subject to financial results and
capital reorganization 7
VITARISTM
VITARISTM
o Vitaris lenses from PFO reduce high-energy
visible (HEV) 380-420 nm wavelengths,
protecting the eyes from blue light
o The radiation blocker is in the lens material
o Transparent, no color absorption
8
Blue Light
o Blue light waves are among the highest energy wavelengths in the visible spectrum
o Artificial blue light sources such as digital devices and LED screens emit excessive blue light
o Blue light reaches the retina and damages our macula
o Conventional lenses and coatings do not block blue light
PFO has exclusive U.S. distribution rights with potential demand in excess of 100,000 lenses/year
9
o Highly accurate, 3D lens tracing system� Lens placed in scanner
� Produces ultra high resolution 3D image
� Data sent directly to edging machine at PFO’s lab
� Recurring revenue model
o Potential to transform the optical industry� Placed in ECP’s office and enable scanning of the lens
within minutes
� Directly connect to lab system via cloud
� Reduces initiation of lens production to minutes instead
of days
� Perfect set of lenses delivered to ECP for mounting
within 2 – 3 days
� Significant logistical cost savings passed along to ECP
• JusttheRx is a new, disruptive business model
• Enables consumer to save money on lenses while benefitting from trained professionals for frame selection, hands-on measurement, prescription verification, and final adjustment of eyewear
• JusttheRx is a B2C site which promotes premium prescription lens products from PFO Global, through direct consumer sales of procurement vouchers
• Targets “online eyeglass sales” -- currently 8% of the U.S. optical market
• GettheRx is a B2B lens fulfillment site, enabling ECP’s to redeem consumer vouchers for premium prescription lenses
10
Sales Plan
• Shipments of updated frame scanner EyeX3 started September 2015– Forecast 10-15 units/mo for remainder of 2015 and 100+ average units/mo in 2016
• Launch of B2C lens voucher program in October 2015– Forecast 100+ lens pairs/mo for remainder of 2015 and 2,500+ average pairs/mo in 2016
• Introduction of UVA/B and HEV blocking lens VITARIS– PFO has exclusive U.S. distribution rights with potential demand in excess of 100,000 lenses/year
• Two new frame collections “Touch” and “Fun & Love” for higher end complete
eyewear
• Medical Vision Service (MES), new Medicaid Customer, online November 2015– Forecast 1,000 lens pairs in Dec. 2015 and 5,000+ average pairs/mo in 2016
• 800 new members from VCD (Vision West) as of December 2015– PFO is white label supplier for “VCD Labs”; forecast 4,000+ average pairs/mo in 2016
• Start with the Russian hospitals to supply complete eyewear in December 2015– Forecast 100+ eyeglasses in Dec. 2015 and 1,000+ average units/mo in 2016
• New VCD and/or Vision Source customers and lab customers for VITARIS and other
semi finished lenses added daily– VCD is PFO’s largest partner (based on revenue from group membership)
– Vision Source has grown to PFO’s 3rd largest partner since participation in Vision Source Exchange in
April 2015
11
Sales Plan Testimonial Letter
12
13
ECP Offices
• Over 545 new eye care providers have opened accounts with PFO since January 1,
2015 (as of October 21, 2015)
• Over 150 new eye care providers opened accounts after the Vision Source Exchange
in Phoenix on April 29 and May 2, 2015
Hillair Additional Investment
• $4M subscription ($4.48M face value) invested 7/1
• $1M subscription ($1.12M face value) invested 9/30
• $1M subscription ($1.16M face value) proposed Dec. 2015, dependent upon Sep. – Nov. 2015 results
– $1.65M revenue
– $595K gross profit
– EBITDA loss not to exceed $1M
• $1M subscription ($1.16M face value) proposed Apr. 2016, dependent upon Dec. 2015 – Mar. 2016 results
– $5.5M revenue
– $2.2M gross profit
– EBITDA loss not to exceed $0.42M
• Key terms
– 24 month term, 8% coupon interest rate, 16% OID
– Accrued interest and 25% of principal due at 18 month anniversary
– Remaining accrued interest and principal due at 24 month anniversary
– Hillair debentures senior to all other debt; secured by all assets
– Convertible at Hillair’s option with initial conversion price equal to $15M equity valuation divided by the
number of common shares outstanding on 10/31/15 (“New Conversion Price”)
– Conversion price to adjust at investment aligned with uplisting of at least $10M to 10% discount to common
stock price of such financing
– Face amount and accrued interest of July and Sept. 2015 debentures to be converted into new debentures
with terms consistent with preceding paragraphs
– 100% warrant coverage for new tranches, exercise price equal to “New Conversion Price”
– Exercise price of existing warrant to be amended to “New Conversion Price”
– Greenshoe right for $2M if company does not raise $10M by Dec. 2016
• Hillair is not committed to additional investment if financial goals or key reorganization terms are not met
14
Additional Reorg Required
• All noteholders (other than Hillair) required to either
– Convert debt into equity at $0.14/share conversion price by 10/30/15
– Amend debt terms by 10/30/15
• Maturity date Nov. 1, 2018
• 9% interest rate
• Automatic conversion in event the company raises $10M at conversion price
equal to financing valuation
• Post-conversion, noteholders will hold between 3%-55% of outstanding
common stock
• Dependent on the number of noteholders who convert into equity, Hillair will be issued
shares between 20-40% of the outstanding Common Stock post-conversion
• All warrants (other than Hillair and MSG) required to be amended to lower exercise price
to $0 and exercise all such warrants by 10/31/15
– Class A and Class C warrants to receive 10% of outstanding Common Stock post-
conversion
– Other warrant holders to receive 0.07% of outstanding Common Stock post-
conversion
15
Additional Reorg Required
• Grenville royalty agreement required to be terminated
– Grenville to receive $2.1M promissory note (with conversion right by 10/30/15)
– Grenville to receive 3% of outstanding Common Stock post-conversion
• Escrow shares to be allocated as follows
– 1.5M common shares to DJS
– 0.5M common shares to former ENRG shareholders
– 0.5M common shares remain in escrow for investor relations programs
• DJS to receive 5% of Common Stock, post-conversion, in lieu of other fees related to
advisory and other services
• Stock option pool to be amended, subject to stockholder approval, to 12% of fully
diluted shares, post-conversion
• PFO Optima operations to be outsourced as a cost reduction action 16
Thank You!