TIDMLSI

RNS Number : 1808P

Lifeline Scientific, Inc

30 September 2013

Lifeline Scientific, Inc.

("Lifeline" or the "Company")

Results for the Six Months Ended 30 June 2013

Significant progress in geographical expansion and product development

Lifeline Scientific, the transplantation technology company, announces results for the six months ended 30 June 2013. The results reflect planned investment in developing strategic geographic markets, expanding its LifePort product line to address unmet clinical needs, and increased inventory and market access investments to support new market penetration.

Lifeline is focused on developing technologies to help improve clinical outcomes and lower overall costs within transplantation. Its lead product, LifePort(R) KidneyTransporter ('LifePort') is a clinically proven, market leading renal preservation and transport system designed to address the global challenge of human donor organ shortages.

Financial Highlights

   --      Transplantation products and services revenues of US$13.2m (H1 2012: US$13.7m) 

-- US$12.2m of revenue from sales of single use consumable items (H1 2012: US$13.2m)

o Intemperate seasonal weather in the Company's largest regional market, Eastern US, reduced organ recovery activity during the period, while importation permit delays in Brazil slowed revenue realisation of booked backlog

o During the period, the Company gained 14 new accounts and pricing remained comparable to H1 2012.

-- Revenue outside North America up 18% to US$2.7m (H1 2012: US$2.3m)

   --      Gross margin of 55.4% (H1 2012: 61.0%) - reduced as a consequence of product mix 
   --      Operating loss of US$1.4m (H1 2012: US$0.2m loss) 
   --      Net cash used in operating activities of US$1.8m (H1 2012: US$0.2m generated) 
   --      Basic loss per share of US$0.07 (H1 2012: US$0.02 loss) 
   --      Cash of US$3.0m as at 30 June 2013 (As at 31 December 2012: US$ 5.7m) 

Operational Highlights

Expanding to new markets

-- Increased adoption of LifePort Kidney Transporter; 155 transplant programmes in 25 countries now employing LifePort (up from 141 at year end 2012)

Strategic Europe

-- CE mark certification issued for the all new LifePort Kidney Transporter 1.1; innovations include embedded GPS/GPRS, state-of-the-art controls, and rapid data downloading

-- French transplant authorities concluded an extensive clinical, logistical and technical review of LifePort 1.1, and selected the Company to participate in the French health ministry's national tender for machine preservation technology

-- Negotiations progressed for Germany health ministry funded, national LifePort reimbursement study

Brazil

-- Booked order backlog in Brazil reached US$1.9m. Over 200 renal transplant procedures performed in Brazil with LifePort at six leading transplant centres including the prestigious Albert Einstein Hospital and Hospital Rim, the worlds largest volume renal transplant venue

-- Positive outcomes reported vs. ice-boxed kidneys; significant reductions in delayed graft function observed

-- LifePort cleared to travel as unattended air cargo while fully operational by Brazil's leading commercial carrier TAM, adding to the list of approved international carriers including Air France, KLM, Lufthansa, and Brussels Airlines, among others

China

-- Positive outcomes reported from the inaugural multi-centre 100 patient China health ministry funded LifePort feasibility study; Chinese regulatory clearance progressing for full suite of LifePort and related products

-- 13 transplant programmes in China now using LifePort; over 300 LifePort preserved kidneys successfully transplanted to date.

New Clinical Evidence

   --      Expanding body of scientific evidence supports clinical adoption of LifePort 

-- Adding to an extensive list of publications, six new peer reviewed medical journal articles were published during the period, citing important benefits of machine preservation for kidneys vs. traditional ice-box storage; three year outcomes data shows significant benefits in Expanded Criteria ('ECD') Kidneys

New Products

-- New Seal Ring Cannula with innovative ease-of-use features successfully launched and well received by clinicians; enables broader range of renal vascular access and LifePort connectivity

-- LifePort Liver Transporter commercial prototype showcased at the American Transplant Congress in May with favourable reception; initial cost effectiveness study suggests potential economic benefits

-- In September, the US National Science Foundation (NSF) awarded Lifeline's joint-venture partner Glucosentient, Inc., (GSI), US$750,000, Phase II Small Business Innovation Research Grant for the development of a novel device for convenient (point-of-use), therapeutic drug monitoring of tacrolimus, the market leading drug indicated for post transplant life-long immunosuppression. Lifeline Scientific has secured exclusive worldwide rights for this technology in transplant medicine

New Patents

-- 24 new patents issued covering LifePort organ perfusion technology and cell and tissue preservation innovations; The Company's IP portfolio now includes 140 issued and 153 pending patents

David Kravitz, Chief Executive Officer of Lifeline, said:

"Achievements during the first half of 2013 strengthened the Company's foundation for continued geographic and product line growth. These have been cornerstone initiatives of our last 18 months, commanding significant investment of capital and management resources aimed at accelerating revenues, profitability and shareholder value. Several key milestones were met in the period which should enable expansion of the installed base of LifePorts in key growth territories, namely within the EU, Brazil, and China and provide an expanded base for driving sales of single use consumables. The growing body of clinical evidence in support of LifePort adoption combined with continued product innovations driven by our careful listening to clinician, patient and payor needs, will be pivotal to our ongoing success. Although sales revenues are slightly below this period last year, we anticipate that the results for the year to 31 December 2013 will be broadly in line with market expectations, as worldwide revenue trends for disposables should favour second half performance. "

For further information please contact:

 
 Lifeline Scientific, Inc.                                     www.lifeline-scientific.com 
 David Kravitz, CEO                                                        +1 847 294 0300 
 
 Panmure Gordon (Nominated Adviser 
  and Broker)                                                          +44 (0)20 7886 2500 
 Fred Walsh / Freddy Crossley (Corporate 
  Finance) 
 Adam Pollock (Corporate Broking) 
 
 Walbrook PR                                +44 (0)20 7933 8780 or lifeline@walbrookpr.com 
 Paul McManus                                                          +44 (0)7980 541 893 
 Mike Wort                                                             +44 (0)7900 608 002 
 

About Lifeline Scientific Inc.

Lifeline Scientific, Inc. is a Chicago-based global medical technology company with regional offices in Brussels and Sao Paulo. The Company's focus is the development of innovative products that improve transplant outcomes and lower the overall costs of transplantation. Its lead product is the market-leading and clinically validated LifePort Kidney Transporter. Devices for preservation of the liver, pancreas, heart and lung are in late stage pre-clinical development. Also visit: www.organ-recovery.com and www.cellandtissuesystems.com

About LifePort Kidney Transporter

Created with the challenges of organ recovery and transport in mind, LifePort Kidney Transporter is a proprietary medical device designed to provide improved kidney preservation, evaluation and transport prior to transplantation. Today, it is widely recognised as the world's leading machine preservation device for kidneys. Employed by surgeons in over 150 leading transplant programmes in 25 countries worldwide, LifePorts have successfully preserved over 45,000 kidneys indicated for clinical transplant. The product provides a sealed, sterile, protected environment where a solution is gently pumped through the kidney at cold temperatures to minimise damage while the organ is outside the body. LifePort is lightweight and portable, allowing organs to be perfused from the time of recovery until transplant. It is designed to travel unaccompanied by land or air, safely transporting the kidneys across town or between countries. While the kidney is being perfused, LifePort records data on temperature, flow rate, vascular resistance and pressure every 10 seconds providing surgeons with additional data prior to transplant. LifePort is the only system with clinical outcomes data produced from an independent, prospective, randomised, statistically powered, multi-centre clinical trial. Study results have been widely published in scientific journals, including the New England Journal of Medicine. Data indicates that patients receiving LifePort preserved kidneys experienced significant reduction in the incidence and duration of delayed graft function and increased graft survival at 1-year and 3-years post-transplant. LifePort has also been recognised for design and engineering distinctions. It has received prominent awards for design excellence from the medical device industry, has been selected for exhibition at the Smithsonian Cooper-Hewitt National Design Museum and is part of the permanent Collection of The Museum of Modern Art (MoMA) in New York City.

Chairman's Statement

This period has been one of strengthening for the Company, having met several important new market and product development milestones. We are confident that we have established the basis for solid growth in the second half of the year and into 2014.

Overall revenue from transplantation products was US$13.2m (H1 2012: US$13.7m), slightly down from last year. This was due to a reduction in sales in the US, primarily as a result of harsh late Winter/Spring weather conditions causing a slow-down in donor organ recovery in the Eastern US where a significant number of our key customers are situated. Brazil import permitting delays has also resulted in slower revenue recognition from our booked order backlog. This was offset by improved revenues outside of the US, which increased by 18% to US$2.7m (H1 2012: US$2.3m).

US$12.2m of worldwide revenue stemmed from sales of single use consumable items (H1 2012: US$13.2m). LifePort was adopted for machine preservation by 14 new transplant programmes during the period including several of the world's largest volume centres.

The installed base is now 534 LifePorts at 155 transplant centres in 25 countries. (H1 2012: 462 installed base), which we anticipate will lead to increased sales of the higher margin single use consumable items during the second half. The adoption of LifePort in leading transplant programmes within Brazil and China along with excellent progress made establishing our presence in France and Germany was particularly encouraging. These markets offer significant opportunities for near and long term growth for all our existing products and those in development.

Gross margin decreased to 55.4% (H1 2012: 61%) primarily as a consequence of the product mix as we sold a higher proportion of lower margin flush and preservation solutions and LifePorts than proprietary single-use consumables in this period over H1 2012.

The operating loss for the period of US$1.4m (H1 2012: US$0.2m), reflects the previously flagged and planned investment in strategic geographic expansion and LifePort product line extension to address unmet clinical needs in other organs, most notably LifePort Liver Transporter. I am delighted to report that the LifePort Liver Transporter commercial prototype was received very favorably when showcased at the American Society of Transplantation in May, which is the largest annual gathering of transplant professionals worldwide.

Net cash used in operating activities came to US$1.8m (H1 2012: US$0.2m generated). US$1.1m of the cash used was invested to expand inventory in support of emerging and growing markets in Europe, China and Brazil and expected future regulatory and reimbursement approvals in major geographic markets. Basic loss per share of US$0.07 (H1 2012: US$0.02 loss). Cash at the period end was US$3.0m (As at 31 December 2012: US$ 5.7m).

During the six months ended 30 June 2013, the Company settled a dispute with a third party. Under the settlement, the Company is owed US$1.0m, payable through April 2015. The Company has recognised the settlement amount as a reduction to selling, general, and administrative expenses in the consolidated statements of operations. As of 30 June 2013, the Company has received payments of US$163,043 related to this settlement.

John Garcia

Chairman

30 September 2013

Chief Executive Officer's review

We were very pleased to see progress in LifePort adoption within our newly targeted geographic markets. 14 new transplant programmes purchased LifePort as their machine preservation technology for clinical kidney transplantation. Regulatory and reimbursement efforts in several of these key markets also progressed to a level suggesting our strategic investments over the last 18 months in developing regional growth markets are starting to show positive movement. In parallel, we achieved important milestones in the planned development of new products and market driven enhancements to several of our existing products.

Expanding to New Markets

Strategic Europe

Market access negotiations in Germany advanced measurably during the period, creating an opportunity for LifePort Kidney Transporter's potential placement during late 2013/early 2014. Germany is one of the EU's top three potential national markets for LifePort. This negotiation aims to establish contract terms and a clinical protocol for Germany's formal evaluation of LifePort reimbursement. The contemplated evaluation process includes a health ministry funded nationwide study focusing on Expanded Criteria Donor (ECD) kidneys. Negotiations are targeted for completion within Q413 and if successful, investigators should be in position to start study enrollment early in the Q114.

During the period,CE mark certification was awarded for the all new LifePort Kidney Transporter 1.1. Novel features of this new LifePort include embedded GPS/GPRS, state-of-the-art controls, and rapid data downloading.

Following CE certification French transplant authorities concluded an extensive clinical, logistical and technical review of LifePort 1.1, and selected the Company to participate in the French health ministry's national tender for machine preservation products. With the health ministry having recently established reimbursement criteria for machine preservation, the tender invitation is a significant development for Lifeline Scientific as France is also one of the top three potential markets for LifePort within the EU. To date, Lifeport has been adopted at 17 leading transplant centres throughout France as a standard of care for preservation of kidneys from non-heart beating donors.

Brazil

Brazil represents another significant market opportunity for the Company. Having gained ANVISA regulatory approval for commercial sale of our full suite of products mid 2012, positive momentum continues to build. Booked order backlog in Brazil reached US$1.9m during the first half of 2013. While order backlog is substantial and growing, before product may be shipped and revenue recognised for each order placed,each individual transplant centre client must apply for and receive special Brazil government importation and related permits in order to complete their purchase. This bureaucratic process has been lengthy and timing is unpredictable. Lifeline Scientific has recently taken measures to help its Brazil clients improve their import documentation processing.

Brazil reports over 2400 kidney transplants annually from cadaveric donors, significant demand for transplantation driven by rapidly growing end stage renal disease, and claims it has among the highest rates of delayed (renal) graft function ('DGF') in the world. DGF is a known predictor of significant post transplant medical complications and added costs. To date, over 200 LifePort preserved kidneys have been transplanted in Brazil at six leading transplant centres including the prestigious Albert Einstein Hospital and Hospital Rim, the world's largest volume renal transplant venue. Clinicians have reported positive outcomes vs. ice-boxed kidneys with very significant reductions in DGF routinely observed.

Additionally, LifePort was recently cleared to travel as unattended air cargo while in full operational mode by Brazil's national airline, TAM. This clearance adds to LifePort's list of approved international commercial carriers including Air France, KLM, Lufthansa, and Brussels Airlines, among others.

China

Another key market for Lifeline is China. With 165 licensed renal transplant hospitals, and staggering growth reported in end stage renal disease, China is positioned to become the world's largest potential national market for transplant related products. Presently, the nation is shifting its organ donation and recovery practices to a Western styled system, and significant growth in donation of kidneys indicated for LifePort is occurring.

We have invested considerable time and effort setting up key distributor and transplant centre relationships and now have 13 major transplant hospitals in China fully-trained and starting to employ LifePort in their clinical practice. Positive outcomes have been reported from the inaugural multi-centre 100 patient China health ministry funded LifePort feasibility study, with further study results anticipated later this year. To date, over 300 LifePort preserved kidneys have been reported as successfully transplanted.

In parallel, Chinese regulatory applications for our full suite of LifePort and related products are progressing. Regulatory approval timing is unpredictable. As full commercial market launch of LifePort Kidney Transporter in China awaits such approvals, the Company remains optimistic these will come within the first half of 2014.

Supporting Growth

In support of anticipated sales growth from the above described market activities and overall momentum, US$1.8m of net cash was used for operating activities, primarily in the building of inventory, product development, and financing national level regulatory, reimbursement and other market access efforts.

New Clinical Evidence

We were pleased to see the extensive body of scientific publications providing clinical and economic evidence in support of hypothermic machine preservation continuing to grow. During the period, six new articles were published in peer reviewed journals citing important benefits of machine preservation for kidneys vs. traditional ice-box storage.

Notably, those articles included new data from the landmark European Machine Preservation Trial, an independent, multi-national, randomised, controlled trial comparing outcomes of LifePort machine preserved kidneys with the traditional method of static cold storage (ice-box preservation). Among many important findings, study results demonstrated a significant long term benefit for organ survival following the use of LifePort in expanded criteria donor kidney ('ECD') transplantation. ECDs represent the largest and fastest growing segment of the donor population in Western nations. This three year follow up data was published in the March, 2013 edition of Transplant International. Three year organ survival data for statically stored ECD kidneys with Delayed Graft Function was 32.9% compared with 68.7% in kidneys preserved on LifePort. This is markedly significant data further supporting LifePort adoption for routine clinical use.

New Product Innovations

We are also very pleased to report that the LifePort Liver Transporter ('LLT') commercial prototype received favorable reviews in its US debut at the American Transplant Congress in May. Regulatory registrations and commercial roll out of this product are strategically important to the Company and command priority attention. Regulatory registration of the LifePort Liver Transporter is underway for both the US and EU and commercial launch remains anticipated in 2014.

Based upon initial clinical results reported from investigator driven controlled studies on early LLT prototypes conducted at New York's Columbia Medical University, LLT could represent a significant advancement in liver preservation. Potential benefits include improving patient outcomes and lowering the overall cost of transplantation. Published clinical data suggests our machine perfusion technology could also help enable the successful recovery of livers otherwise deemed not transplantable while saving costs vs. ice box stored livers.

An investigator driven economic cost analysis of the initial Columbia University perfused liver transplant studies has been accepted for presentation at forthcoming transplant society meetings in the US. This head to head analysis has shown a statistically significant cost savings with machine perfused livers vs. those stored using the conventional ice box method. Albeit preliminary single centre data, the initial economic results appear promising.

Our new Seal Ring Cannula with innovative ease-of-use features was successfully launched and gave rise to favourable reviews from transplant surgeons. Initial observations suggest the new cannula allows a broader range of renal vascular access and LifePort connectivity. This invention also uniquely enables LifePort use with living donor kidneys, a potential new market.

Early in the year Lifeline partnered with Illinois based Glucosentient, Inc. ('GSI'), to develop novel point- of-care assays for monitoring of transplant drug levels in patients and ex vivo biomarkers of an organ's health while undergoing LifePort machine preservation. This September, the US National Science Foundation (NSF) awarded GSI a US$750,000 Phase II Small Business Innovation Research Grant for the development of a novel device for convenient (point-of-use), therapeutic drug monitoring of tacrolimus, the market leading drug for post transplant life-long immunosuppression. Lifeline has exclusive worldwide rights for this technology in transplant medicine.

New Patents

Intellectual property protection is important to the long-term well being of the Company and significant care is taken in identifying and protecting relevant proprietary innovations. During the period 24 new patents issued covering LifePort organ perfusion technology and cell and tissue preservation innovations; The Company's IP portfolio now includes 140 issued and 153 pending patents.

Outlook

Achievements during the first half of 2013 strengthened the Company's foundation for continued geographic and product line growth. Several key milestones were met in the period which should enable expansion of the installed base of LifePorts in key growth territories and provide a solid base for driving sales of single use consumables. We expect the growing body of clinically relevant evidence in support of LifePort adoption combined with continued product innovations driven by careful listening to clinician, patient and payor needs will be pivotal to our ongoing success. We continue to trade in line with market expectations for the year to 31 December 2013.

David Kravitz

Chief Executive Officer

30 September 2013

LIFELINE SCIENTIFIC, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

30 June 2013 and 2012

(In U.S. Dollars unless otherwise noted)

UNAUDITED

 
                                                                2013               2012 
   Current Assets 
   Cash and cash equivalents                         $      3,038,639   $      8,310,110 
   Receivables 
   Customers (net of allowance for 
    doubtful accounts of $2,673 
    and $2,572 as of 30 June 2013 and 
    2012, respectively)                                     3,990,003          3,902,345 
    Employee                                                        -              7,532 
    Grant                                                      94,910             69,502 
   Deferred tax assets                                         16,285             16,285 
   Income taxes receivable                                     85,569            199,204 
   Inventories                                              5,464,444          2,426,765 
   Prepaid expenses, deposits, and other                    1,508,191          2,043,747 
                                                        -------------      ------------- 
   Total Current Assets                                    14,198,041         16,975,490 
 
   Non-current Assets 
   Property and equipment (net of accumulated 
    depreciation 
   and amortisation)                                        2,580,743          2,202,552 
   Intangibles (net of accumulated amortisation)            3,081,548          2,668,251 
   Deferred tax assets                                      1,023,400          1,023,400 
   Goodwill                                                    64,710             64,710 
   Other                                                      498,575            117,535 
                                                        -------------      ------------- 
   Total Non-current Assets                                 7,248,976          6,076,448 
                                                        -------------      ------------- 
   Total Assets                                      $     21,447,017   $     23,051,938 
                                                   ===  =============      ============= 
 
   Current Liabilities 
   Accounts payable                                  $      2,382,660   $      2,497,610 
   Long-term debt due within one year                         260,958            181,568 
   Capital lease obligations due within 
    one year                                                    3,760             22,356 
   Accrued expenses 
    Interest due within one year                               48,553             77,793 
    Salaries and other compensation                           638,567            576,218 
    Other                                                     812,698          1,403,835 
   Deferred rent                                              138,363             44,989 
   Deferred revenue                                           257,949            133,783 
                                                        -------------      ------------- 
   Total Current Liabilities                                4,543,508          4,938,152 
 
   Non-current Liabilities 
   Long-term debt (net of portion included 
    in current liabilities)                                 1,009,489          1,238,120 
   Deferred rent (net of portion included 
    in current liabilities)                                   248,917            110,975 
   Accrued interest (net of portion 
    included in current liabilities)                          237,697            207,905 
   Capital leases (net of portion included 
    in current liabilities)                                     2,626             17,370 
                                                        -------------      ------------- 
   Total Non-current Liabilities                            1,498,729          1,574,370 
 
   Total Liabilities                                        6,042,237          6,512,522 
                                                        -------------      ------------- 
 
   Stockholders' Equity 
   Common stock, $0.01 par value; authorised 
    - 30,000,000 
   shares; issued and outstanding - 
    and 19,424,959 
   shares as of 30 June 2013 and 2012, 
    respectively                                     $        194,249   $        194,249 
   Additional paid-in capital                              94,174,078         93,916,337 
   Other accumulated comprehensive loss                     (290,721)          (263,948) 
   Accumulated deficit                                   (77,671,782)       (76,541,399) 
   Total Lifeline Scientific, Inc. Stockholders' 
    Equity                                                 16,405,824         17,305,239 
                                                        =============      ============= 
 
   Non-controlling interest                               (1,001,044)          (765,823) 
   Total Stockholders' Equity                              15,404,780         16,539,416 
   Total Liabilities and Stockholders' 
    Equity                                           $     21,447,017   $     23,051,938 
                                                   ===  =============      ============= 
 

The accompanying notes are an integral part of the consolidated financial statements.

LIFELINE SCIENTIFIC, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Six months ended 30 June 2013 and 2012

(In U.S. Dollars unless otherwise noted)

UNAUDITED

 
                                                                    2013             2012 
   Net revenue 
   Product sales and service fee revenue                 $     13,194,065   $   13,680,446 
   Grant revenue                                                  396,594          609,178 
                                                             ------------      ----------- 
   Total net revenue                                           13,590,659       14,289,624 
 
   Cost of revenue                                              6,061,712        5,572,040 
                                                             ------------      ----------- 
 
   Gross profit                                                 7,528,947        8,717,584 
                                                             ------------      ----------- 
   Gross profit percentage                                          55.4%            61.0% 
 
   Operating expenses 
   Research and development                                     1,786,108        1,515,359 
   Selling, general, and administrative                         7,178,011        7,377,081 
   Loss from disposal of property and equipment                         -           47,639 
   Loss from abandonment of intangibles                             5,597            9,052 
                                                             ------------      ----------- 
   Total operating expenses                                     8,969,716        8,949,131 
                                                             ------------      ----------- 
 
   Loss from operations                                       (1,440,769)        (231,547) 
                                                             ------------      ----------- 
 
   Other expense (income) 
   Interest expense                                                49,170           45,863 
   Interest income                                                (3,857)          (2,309) 
                                                             ------------      ----------- 
   Total other expense                                             45,313           43,554 
                                                             ------------      ----------- 
 
   Loss before income taxes                                   (1,486,082)        (275,101) 
 
   Income tax (benefit) expense                                  (72,236)          236,825 
                                                             ------------      ----------- 
 
   Net loss                                                   (1,413,846)        (511,926) 
 
   Less: net loss attributable to non-controlling interest        101,237          118,856 
                                                             ------------      ----------- 
 
   Net loss attributable to Lifeline Scientific, Inc.    $    (1,312,609)   $    (393,070) 
                                                        ===  ============      =========== 
 
 
   Basic loss per share                                  $         (0.07)   $       (0.02) 
   Diluted loss per share*                               $         (0.07)   $       (0.02) 
 
   Basic weighted average shares outstanding (in shares)       19,424,959       19,424,959 
   Diluted weighted average shares outstanding (in shares)     19,424,959       19,424,959 
 

* Diluted loss per share is the same as basic loss per share because the effects of potentially dilutive

securities are anti-dilutive.

The accompanying notes are an integral part of the consolidated financial statements.

LIFELINE SCIENTIFIC, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

Six months ended 30 June 2013 and 2012

(In US Dollars unless otherwise noted)

UNAUDITED

 
                                                  2013           2012 
                                         $ (1,413,846) 
   Net loss                                   (40,438)    $ (511,926) 
                                           (1,454,284)        (7,917) 
   Foreign currency translation              (101,237) 
                                         $ (1,353,047)      (519,843) 
   Comprehensive loss 
                                                            (118,856) 
   Comprehensive loss attributable to 
   non-controlling interest                               $ (400,987) 
 
   Comprehensive loss attributable to 
   Lifeline Scientific, Inc 
 

The accompanying notes are an integral part of the consolidated financial statements.

LIFELINE SCIENTIFIC, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

Six months ended 30 June 2013 and 2012

(In US Dollars unless otherwise noted)

UNAUDITED

 
                                                                                      Other 
                                                                 Additional     Accumulated                              Non- 
                                                         Par        Paid-in   Comprehensive      Accumulated      Controlling 
                             Total       Shares        Value        Capital            Loss          Deficit         Interest 
                      ------------  -----------  -----------  -------------  --------------  ---------------  --------------- 
 
 Balance, 1 
  January 2012    $     16,929,903   19,424,959    $ 194,249    $93,786,981     $ (256,031)    $(76,148,329)      $ (646,967) 
 
 Stock-based 
  compensation             129,356            -            -        129,356               -                -                - 
 Foreign currency 
  translation              (7,917)            -            -              -         (7,917)                -                - 
 Net loss                (511,926)            -            -              -               -        (393,070)        (118,856) 
                      ------------  -----------  -----------  -------------  --------------  ---------------  --------------- 
 
 Balance, 30 
  June 2012       $     16,539,416   19,424,959    $ 194,249    $93,916,337     $ (263,948)   $ (76,541,399)      $ (765,823) 
                      ============  ===========  ===========  =============  ==============  ===============  =============== 
 
 Balance, 1 
  January 2013    $     16,730,465   19,424,959    $ 194,249    $94,045,479     $ (250,283)    $(76,359,173)      $ (899,807) 
 
 Stock-based 
  compensation             128,599            -            -        128,599               -                -                - 
 Foreign currency 
  translation             (40,438)            -            -              -        (40,438)                -                - 
 Net loss              (1,413,846)            -            -              -               -      (1,312,609)        (101,237) 
                      ------------  -----------  -----------  -------------  --------------  ---------------  --------------- 
 
 Balance, 30 
  June 2013       $     15,404,780   19,424,959    $ 194,249    $94,174,078     $ (290,721)   $ (77,671,782)    $ (1,001,044) 
                      ============  ===========  ===========  =============  ==============  ===============  =============== 
 

The accompanying notes are an integral part of the consolidated financial statements.

LIFELINE SCIENTIFIC, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended 30 June 2013 and 2012

(In US Dollars unless otherwise noted)

UNAUDITED

 
                                                                                 2013                             2012 
 Cash flows from operating activities 
 
 Net loss                                                $                (1,413,846)     $                  (511,926) 
 Adjustments to reconcile net loss to 
  net cash (used in) 
  provided by operating activities: 
      Depreciation and amortisation of property 
       and equipment                                                          364,622                          233,127 
      Amortisation of intangibles                                              64,973                           43,994 
      Settlement related to dispute with 
       third party                                                          (836,957)                                - 
      Stock-based compensation                                                128,599                          129,356 
      Loss on disposal of property and equipment                                    -                           47,639 
      Loss on abandonment of intangibles                                        5,597                            9,052 
      (Increase) decrease in: 
            Receivables                                                     1,417,219                         (31,860) 
            Inventories                                                   (1,058,133)                        (410,376) 
            Prepaid expenses and deposits                                       9,953                      (1,067,829) 
            Other assets                                                    (315,004)                         (24,417) 
      Increase (decrease) in: 
            Accounts payable                                                   64,066                        1,170,406 
            Accrued expenses                                                 (94,309)                          507,400 
            Accrued interest                                                 (40,731)                           39,961 
            Deferred revenue                                                 (48,510)                           90,295 
            Deferred rent                                                    (19,079)                         (22,094) 
                                                             ------------------------        ------------------------- 
              Total adjustments                                             (357,694)                          714,654 
                                                             ------------------------        ------------------------- 
                 Net cash (used in) provided by operating 
                  activities                                              (1,771,540)                          202,728 
 
 Cash flows from investing activities 
      Payments of legal fees associated with 
       patent filings                                                       (339,298)                        (490,384) 
      Capital expenditures                                                  (446,543)                      (1,201,918) 
                                                             ------------------------        ------------------------- 
                  Net cash used in investing activities                     (785,841)                      (1,692,302) 
 
 Cash flows from financing activities 
      Repayments under capital lease obligations, 
       net                                                                   (22,532)                         (21,596) 
      Borrowings of long-term debt                                                  -                          525,000 
      Principal payments of long-term debt                                   (87,500)                         (48,018) 
                                                             ------------------------        ------------------------- 
                   Net cash (used in) provided by financing 
                    activities                                              (110,032)                          455,386 
                                                             ------------------------        ------------------------- 
 
 Effect of foreign currency exchange 
  rate changes on cash                                                       (40,354)                          (8,182) 
 
 Net decrease in cash and cash equivalents                                (2,707,767)                      (1,042,370) 
 
 Cash and cash equivalents, beginning 
  of period                                                                 5,746,406                        9,352,480 
                                                             ------------------------  ----  ------------------------- 
 
 
 Cash and cash equivalents, end of period                $                  3,038,639     $                  8,310,110 
                                                        ===  ========================  ====  ========================= 
 

The accompanying notes are an integral part of the consolidated financial statements.

LIFELINE SCIENTIFIC, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

30 June 2013 and 2012

(In US Dollars unless otherwise noted)

UNAUDITED

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General: The accompanying condensed consolidated financial statements of Lifeline Scientific, Inc. (the "Company") are unaudited and do not include all of the footnotes required by accounting principles generally accepted in the United States of America ("US GAAP"). These statements should be read in conjunction with the Company's annual report as of and for the year ended 31 December 2012.

Principles of Consolidation: The Company was incorporated in the state of Delaware as Organ Recovery Systems, Inc. on 1 October 1998. On 20 December 2007, the Company changed its name to Lifeline Scientific, Inc. The Company is consolidated with the following subsidiaries:

ORS Europe, NV (1)

Cell and Tissue Systems, Inc. (2)

Organ Recovery Systems, Inc. (1)

ORS Representacoes do Brasil LTDA (1)

(1) A wholly-owned subsidiary

(2) 49% owned

Intercompany balances and transactions have been eliminated in consolidation.

The Consolidation Topic of US GAAP requires consolidation by the primary beneficiary where the variable interest entity does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties. The application of this guidance resulted in the consolidation of Cell and Tissue Systems, Inc. ("CTS"), which was created during the year ended 31 December 2005 and was deemed to be a variable interest entity. CTS was primarily formed to meet regulatory requirements in order to enhance its ability and capacity to apply for funding from available government sources. The Company contributed $490 for the 49% ownership needed to form the variable interest entity. CTS has an accumulated deficit as of 30 June 2013 and 2012.

In accordance with the requirements of the accounting standard under US GAAP that establishes accounting and reporting standards for non-controlling interests in a subsidiary in consolidated financial statements, the Company classifies the non-controlling interest of CTS within the equity section of the consolidated balance sheets and separately reports the amounts attributable to controlling and non-controlling interests in the consolidated statements of operations for all periods presented.

Cash and Cash Equivalents: The Company considers all money market accounts and short-term investments with an original maturity of three months or less and US Treasury money markets to be cash equivalents. The majority of cash and cash equivalents as of 30 June 2013 and 30 June 2012 were held through a single financial institution, and the balances held at times may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

Receivables: Receivables are carried at original invoice or closing statement amount less estimates made for doubtful receivables. Management determines the allowance for doubtful accounts by reviewing and identifying troubled accounts on a monthly basis and by using historical experience applied to an aging of accounts. A receivable is considered to be past due if any portion of the receivable balance is outstanding for more than 90 days. The Company does not charge interest on past due receivables. Receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received.

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Inventories: Inventories are valued at the lower of cost (first-in, first-out) or market.

Depreciation and Amortisation: The Company's policy is to depreciate or amortise the cost of property and equipment over the estimated useful lives of the assets using the straight-line method. The cost of leasehold improvements is amortised over the estimated useful lives, or the applicable lease term, if shorter.

 
                            Years 
 
 Computer equipment           3-5 
 Furniture and fixtures       5-7 
 Equipment under capital 
  lease                       5-7 
 Laboratory equipment         3-7 
 Leasehold improvements       5-8 
 Tooling and moulds          1-15 
 Vehicles                       5 
 

Long-Lived Assets: Long-lived assets to be held are reviewed for events or changes in circumstances that indicate that their carrying value may not be recoverable. The Company periodically reviews the carrying value of long-lived assets to determine whether or not an impairment to such value has occurred. Management believes that no impairment of long-lived assets exists as of 30 June 2013 and 2012.

Intangibles: The cost of intangible assets is being amortised over the remaining lives of the assets acquired as follows:

 
                        Years 
 
 Patents                   17 
 Licensing agreement       10 
 

Legal fees associated with filings for patents that are pending are capitalised if management believes that it is probable that such patent applications will be successful. Patent costs are not amortised until the patent is obtained. During the year ended 31 December 2010, the Company signed an agreement that allows for the licensing of technology to support the Company's product development efforts. The agreement is being amortised over the remaining estimated life of the licensed technology, or ten years.

Goodwill: Goodwill results from business acquisitions and represents the excess of the purchase price over the fair value of acquired tangible assets and liabilities and identifiable intangible assets. In accordance with accounting for goodwill under US GAAP, goodwill is not amortised, but instead tested for impairment on an annual basis. The Company has applied Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2011-08, "Testing Goodwill for Impairment", in connection with the performance of the annual goodwill impairment test. Under FASB ASU 2011-08, entities are provided with the option of first performing a qualitative assessment on none, some, or all of its reporting units to determine whether further quantitative impairment testing is necessary. An entity may also bypass the qualitative assessment for any reporting unit in any period and proceed directly to the quantitative impairment test. Goodwill must be tested on an annual basis or if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. During the year ended 31 December 2012, the Company was not required to record any impairments to the carrying value of goodwill or indefinite-lived intangible assets. During the six months ended 30 June 2013 and 2012, the Company identified no events or circumstances that would trigger an interim assessement of goodwill.

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Deferred Rent: Minimum rent expense is recognised over the term of the lease. The Company recognises minimum rent starting when possession of the property is taken from the landlord. When a lease contains a predetermined fixed escalation of the minimum rent, rent expense is recognised on a straight-line basis. Any difference between the recognised rent expense and the amounts payable under the lease is reported as deferred rent in the consolidated balance sheets. The Company records include a tenant allowance on its facility lease in Itasca, Illinois, which is recorded as a component of deferred rent and amortised as a reduction to rent expense over the term of the lease. Future payments for common area maintenance, insurance, real estate taxes, and other occupancy costs to which the Company is obligated are excluded from minimum lease payments.

Fair Value of Financial Instruments: US GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. US GAAP describes three approaches to measuring the fair value of assets and liabilities: the market approach, the income approach, and the cost approach. Each approach includes multiple valuation techniques. US GAAP does not prescribe which valuation technique should be used when measuring fair value, but does establish a fair value hierarchy that prioritises the inputs used in applying the various techniques. Inputs broadly refer to the assumptions that market participants use to make pricing decisions, including assumptions about risk. Level 1 inputs are given the highest priority in the hierarchy while Level 3 inputs are given the lowest priority. Assets and liabilities carried at fair value are classified in one of the following three categories based on the nature of the inputs to the valuation technique used:

Level 1 - Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 - Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3 - Unobservable inputs that are not corroborated by market data. These inputs reflect management's best estimate of fair value using its own assumptions about the assumptions a market participant would use in pricing the asset or liability.

The carrying values of cash and cash equivalents, accounts receivable, and accounts payable approximates their fair values because of the short-term nature of these instruments. The carrying value of long-term debt approximates their fair values as the stated interest rates approximate current market interest rates of long-term debt with similar terms.

Product Warranty: Estimated future costs applicable to products sold under warranty are charged to expense in the year of sale and the related liability is classified as current. The accrued warranty liability as of 30 June 2013 and 2012 was $140,577 and $137,191, respectively.

Revenue Recognition: Product sales revenue is recognised upon shipment of product to the client. Service fee revenue is recognised when services are performed. Deferred and unbilled revenue is recognised in the consolidated balance sheets.

Grant revenue is recognised when earned. Grant revenues are deemed earned to the extent of the total allowable expenditures incurred, which are specified in the grant contract. In some cases, a portion of the grant revenue is paid at the time the grant is initiated. These advances are deferred and recognised using the proportional performance model. Unbilled services are at times recorded for revenue recognised to date and relate to amounts that are currently unbillable to the client pursuant to contractual terms.

The Company sells extended warranties on its LifePort product for a specific period of months. This revenue is deferred and recognised over the term of the warranties on a straight-line basis.

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Shipping and Handling Costs: Shipping and handling costs billed to customers of $75,467 and $91,806 are netted with expense and have been included in cost of sales on the consolidated statements of operations during the six months ended 30 June 2013 and 2012, respectively.

Income Taxes: Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of property and equipment, bad debts, intangibles, and accrued expenses for financial and income tax reporting. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. The carrying value of the Company's deferred tax assets is dependent upon its ability to generate sufficient taxable income in the future. The Company has established a valuation allowance against its net deferred tax assets to reflect the uncertainty of realising the deferred tax benefits, given historical losses and limited history of current earnings. A valuation allowance is required when it is more likely than not that all or a portion of a deferred tax asset will not be realised. During the year ended 31 December 2011, approximately $1,040,000 of the valuation allowance was reversed to reflect the likelihood of future taxable income, which will most likely result in the utilisation of a portion of the Company's net operating losses. During the periods ended 30 June 2013 and 2012, the Company determined no change to this estimate was required.

The Company is subject to US federal, state, and local taxes as well as foreign taxes in Belgium and Brazil. The Company's tax years, for US federal and state jurisdictions extending back to the year ended 31 December 2008, and for foreign jurisdictions extending back to the year ended 31 December 2009, remain open to examination. The Company's policy is to recognise interest and penalties related to uncertain tax positions as a component of tax expense. During the six months ended 30 June 2013 and 2012, the Company did not recognise expense for interest and penalties. As of 30 June 2013 and 2012, the Company had $94,000 and $0, respectively, accrued for the payment of interest and penalties. The Company does not expect the total amount of unrecognised tax benefits to significantly change during the next 12 months.

The Company's consolidated financial statements provide for any related US tax liabilities on earnings of foreign subsidiaries that may be repatriated, aside from qualifying undistributed earnings of certain foreign subsidiaries that are indented to be indefinitely reinvested in operations outside of the US.

The Company accounts for unrecognised tax benefits in accordance with US GAAP, which prescribes a more likely than not threshold for consolidated financial statement presentation and measurement of a tax position taken or expected to be taken in a tax return. A tax position is recognised as a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognised is the largest amount of tax benefit that is greater than 50% likely of being realised on examination. For tax positions not meeting the "more likely than not" test, no tax benefit is recorded.

Stock Options: In accordance with US GAAP, the Company accounts for the cost of employee services received in exchange for an award of equity instruments utilising the grant date fair value of the award. Stock-based awards that do not require future service (i.e., vested awards) are expensed immediately. The expense associated with stock-based employee awards that require future service are amortised over the relevant service period.

Management Estimates: The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The estimates included by the Company in these consolidated financial statements relate to warranty reserves, allowance for doubtful accounts, the useful lives of patents and the license agreement, the useful lives of depreciable property and equipment, and the valuation allowance for deferred tax assets.

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Research and Development: Expenditures relating to the development of new products and procedures are expensed as incurred.

Foreign Currency Translation: The financial position and results of operations of the Company's foreign subsidiaries are measured using the subsidiary's local currency as the functional currency. Assets and liabilities of the foreign subsidiaries are translated to US dollars using exchange rates in effect as of the consolidated balance sheet dates. Income and expense items are translated at monthly average rates of exchange. The resultant translation gains or losses are included as part of the components of stockholders' equity designated as other comprehensive loss.

Contingencies: During the six months ended 30 June 2013, the Company settled a dispute with a third party. Under the settlement, the Company is owed $1,000,000, payable through April 2015. The Company has recognised the settlement amount as a reduction to selling, general, and administrative expneses in the consolidated statements of operations. As of 30 June 2013, the Company has received payments of $163,043 related to this settlement.

In addition to the aforementioned matter, the Company may experience litigation arising in the ordinary course of business. These claims are evaluated for possible exposure by management of the Cmpany and their legal counsel. The Company believes that the ultimate resolution of any such matters will not have a material adverse effect on its consolidated financial position.

NOTE 2 - INVENTORIES

 
                                             30 June 2013     30 June 2012 
                                         ----------------  --------------- 
 
 Medical devices, parts, and solutions    $     4,791,469    $   1,753,795 
 Raw materials                                    672,975          672,970 
                                               ----------  ---  ---------- 
 
                                            $   5,464,444    $   2,426,765 
 ============================================  ==========  ===  ========== 
 

NOTE 3 - PROPERTY AND EQUIPMENT

 
                                                     30 June 2013          30 June 2012 
                                             --------------------  -------------------- 
 
 Property and equipment in progress            $          420,785   $         1,069,557 
 Computer equipment                                       363,604               499,536 
 Furniture and fixtures                                   774,691               473,697 
 Equipment under capital lease                            135,524               197,861 
 Laboratory equipment                                   1,934,675             1,589,297 
 Leasehold improvements                                 1,053,841               812,508 
 Tooling and moulds                                       843,176               580,758 
 Vehicles                                                 153,142               167,720 
                                                  ---------------  ---  --------------- 
                                                        5,679,438             5,390,934 
 Accumulated depreciation and amortisation            (3,098,695)           (3,188,382) 
                                                  ---------------  ---  --------------- 
 
                                               $        2,580,743    $        2,202,552 
 ===============================================  ===============  ===  =============== 
 

During the six months ended 30 June 2013 and 30 June 2012, the Company recognised property and equipment depreciation and amortisation expense of $364,622 and $233,127, respectively.

NOTE 4 - INTANGIBLES

Intangible assets consist of the following:

 
                                          30 June 2013         30 June 2012 
                                  --------------------  ------------------- 
 
 Licensing agreement               $           141,931   $          141,931 
 Patents issued                              1,600,243            1,194,687 
 Patents pending                             2,071,237            1,955,438 
                                       ---------------      --------------- 
                                             3,813,411            3,292,056 
 Less: Accumulated amortisation              (731,863)            (623,805) 
                                       ---------------      --------------- 
 
  $                                          3,081,548   $        2,668,251 
 ====================================  ===============      =============== 
 

During the six months ended 30 June 2013 and 30 June 2012, the Company recognised intangible amortisation expense of $64,973 and $43,994, respectively.

During the six months ended 30 June 2013 and 30 June 2012, the Company abandoned patents issued and patents pending with an original cost of $5,597 and $9,052, respectively.

NOTE 5 - WARRANTS

As of 30 June 2013 and 2012, 31 miscellaneous warrants remain outstanding with issue dates from 2004 through 2005 and expiration dates between 2014 and 2015. No value is attributed to these warrants as they are deemed to be immaterial in value as they were subject to the effects of the 5,000 to 1 reverse stock split in connection with the Company's initial public offering ("IPO") on 7 January 2008.

NOTE 6 - LINE OF CREDIT AGREEMENT

During August 2009, the Company entered into a two-year working capital line of credit agreement with Silicon Valley Bank ("SVB") to support potential future cash needs of the Company. This line of credit, and amendments in 2010, 2011, 2012, and 2013, currently provide for a revolving line of credit not to exceed an aggregate principal amount of $3,000,000, lmited to qualifying receivables as defined, and grants a security interest in and lien upon all of the assets of Lifeline Scientific, Inc. and Organ Recovery Systems, Inc. in favour of SVB. The maturity of the line of credit agreement is 21 September 2014. The outstanding principal under the revolving line of credit accrued interest at an annual rate of 1.25% above the prime rate. In addition, a $750,000, 36 month term loan at a 5.50% unsecured or a 2.75% secured rate was made available to the Company. During the year ended 31 December 2012, the Company drew upon this term loan in the amount of $525,000 (at a secured rate of 2.75%) to support the Company's growth plans. The financing agreement was amended during the period ended 30 June 2013 to adjust the financial covenant requirement. The financing agreements contain financial covenants which required the Company to maintain minimum adjusted quick ratio levels (as defined) at 30 June 2012, and a required minimum tangible net worth (as defined) at 30 June 2013. As of 30 June 2013 and 2012, the Company was in compliance with all covenants.

NOTE 7 - INCOME TAXES

At the end of its interim six month periods, the Company makes its best estimate of the annual expected effective income tax rate and applies that rate to its ordinary earnings or loss for each six month interim period. The income tax provision or benefit related to significant, unusual, or extraordinary items, if applicable, that will be separately reported or reported net of their related tax effects are individually computed and recognised in the six month interim period in which those items occur. In addition, the effect of changes in enacted tax laws or rates, tax status, judgment on the realisability of a beginning of the year tax asset in future years or income tax contingencies is recognised in the six month interim period in which the change occurs.

NOTE 7 - INCOME TAXES (Continued)

The computation of the annual expected effective income tax rate at each six month interim period requires certain estimates and assumptions including, but not limited to, the expected pre-tax loss for the year, projections of the proportion of loss taxed in foreign jurisdications, permanent and temporary differences, and the likelihood of the realisability of deferred tax assets generated in the current year. The accounting estimates used to compute the provision or benefit for income taxes may change as new events occur, more experience is acquired, additional information is obtained, or the Company's tax environment changes.

Income tax (benefit) expense consists of the following components:

 
                               30 June 2013          30 June 2012 
                      ---------------------  -------------------- 
 Current 
   Federal             $          (107,595)   $            41,683 
   Foreign                           15,359                12,319 
   State                             20,000               182,823 
                           ----------------      ---------------- 
 
 Total income taxes    $           (72,236)   $           236,825 
                      ===  ================      ================ 
 

The net deferred tax assets (liabilities) in the accompanying consolidated balance sheets include the following components:

 
                                    30 June 2013          30 June 2012 
                            --------------------  -------------------- 
 
 Deferred tax liabilities    $       (1,033,140)   $         (868,062) 
 Deferred tax assets                  22,438,573            22,298,333 
                                 ---------------      ---------------- 
 Net deferred tax assets              21,405,433            21,430,271 
 Valuation allowance                (20,365,748)          (20,390,586) 
                                 ---------------      ---------------- 
 
 Net deferred tax assets     $         1,039,685   $         1,039,685 
                            ===  ===============      ================ 
 

The income tax (benefit) expense differs from the federal statutory tax rate generally as a result of changes in each jurisdiction's valuation allowance and permanent differences, such as meals and entertainment expenses. Additionally, during the period ended 30 June 2012, the Company amended certain state income tax returns, resulting in additional expense of $162,798. A valuation allowance has been provided to reduce the deferred tax assets to the amount that is more likely than not to be realised.

As of 30 June 2013, the Company has federal and state net operating loss carryforwards totalling $59,456,000, which may be used to offset future taxable income. If not used, the carryforwards will expire as follows:

 
 Year 
 2022                        $     4,110,000 
 2023                              7,720,000 
 2024                              6,412,000 
 2025                             11,136,000 
 2026                             12,197,000 
 2027                             14,131,000 
 2028                              3,750,000 
                                 ----------- 
 Total loss carryforwards    $    59,456,000 
                            ===  =========== 
 

NOTE 7 - INCOME TAXES (Continued)

As a result of changes in ownership at the IPO date, the Company estimates there will be future limitations on the utilisation of operating loss carryforwards pursuant to Internal Revenue Code Section 382. Any unused annual loss limitation carries forward to a future year. The annual limitation on loss carryforwards that could be utilised is approximately $5,600,000 through the six months ending 30 June 2013 and $2,600,000 after the six months ending 30 June 2013. The cumulative unused loss limitation, which carried into the year ended 31 December 2012, was approximately $14,000,000.

NOTE 8 - STOCK OPTIONS

A summary of option activity under the Second Amended and Restated Stock Option and Restricted Stock Plan (the "2007 Plan") as of 30 June 2013 and 2012, and the changes during the six months ended 30 June 2013 and 2012 is as follows:

 
                                               Weighted-     Weighted- 
                                                 Average       Average   Aggregate 
                                                Exercise     Remaining   Intrinsic 
                                      Number       Price   Contractual       Value 
                                   of Shares         GBP          Term         GBP 
                                  ----------  ----------  ------------  ---------- 
 
 Outstanding as of 1 January 
  2012                             1,937,340        1.18          7.89   1,368,782 
 Granted                                   -           - 
 Exercised                                 -           - 
 Forfeitures                         (9,000)        0.58 
                                  ---------- 
 
 Outstanding as of 30 June 2012    1,928,340        1.18          7.40   1,080,918 
                                  ==========  ==========  ============  ========== 
 
 Outstanding as of 1 January 
  2013                             1,958,340        1.18 
 Granted                             219,000        1.90 
 Exercised                                 -           - 
 Forfeitures                         (1,125)        2.13 
                                  ---------- 
 
 Outstanding as of 30 June 2013    2,176,215        1.25          6.79   1,429,358 
                                  ==========  ==========  ============  ========== 
 
 Vested or expected to vest 
  as of 
  30 June 2013                     2,148,568        1.24          6.76 
                                  ==========  ==========  ============ 
 
 Options exercisable as of 30 
  June 2013                        1,558,090        0.97          6.04   1,411,073 
                                  ==========  ==========  ============  ========== 
 

The Company recognised compensation expense of $128,599 and $129,356 for the six months ended 30 June 2013 and 2012, respectively. As of 30 June 2013, there was approximately $627,472 of total unrecognised compensation cost related to nonvested share-based compensation arrangements granted under the 2007 Plan. That cost is expected to be recognised over a weighted-average period of 1.29 years.

NOTE 9 - EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share include the dilutive effect of stock options and warrants, using the treasury stock method. The following table sets forth the computation of basic and diluted earnings per share for the six months ended 30 June 2013 and 2012:

 
                                              30 June 2013        30 June 2012 
                                       -------------------  ------------------ 
 
 Net loss attributed to common stock 
  shareholders                           $     (1,312,609)   $       (393,070) 
 Weighted average shares outstanding 
  for basic 
  earnings per share                            19,424,959          19,424,959 
 Dilutive effect of stock options                        -                   - 
                                       ---  --------------      -------------- 
 
 Weighted average shares outstanding 
  for diluted 
  earnings per share                            19,424,959          19,424,959 
                                            ==============      ============== 
 
 Basic loss per share                    $          (0.07)   $          (0.02) 
 
 Diluted loss per share                  $          (0.07)   $          (0.02) 
 

Diluted loss per share is the same as basic loss per share because the effects of potentially dilutive securities are anti-dilutive.

NOTE 10 - RELATED PARTY TRANSACTIONS

During the year ended 31 December 2010, the Company entered into a consulting agreement with a company in which Steven Mayer, a member of the Company's Board of Directors, is a director. Mr. Mayer performed the consulting services. Fees for services rendered under the consulting agreement were $36,000 and $24,000 for the six months ended 30 June 2013 and 2012, respectively.

Additionally, during the six months ended June 2013 and 2012, the Company did business with a company in which David Kravitz, the Chief Executive Officer of the Company, and Steven Mayer have an equity interest and are directors. Fees for products and services rendered were $22,500 and $110,500 for the six months ended 30 June 2013 and 2012, respectively. As of 30 June 2013 and 2012, the Company had prepaid $369,500 and $172,500 for products to be placed in service and services expected to be rendered within the next year.

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR LIFEAALITFIV

Lifeline Sci. S (LSE:LSI)
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