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Tern Plc : Interim results for the six months ended 30 June 2014(dpa-AFX International Compact Via Acquire Media NewsEdge) 20 August 2014 Tern plc ("Tern" or the "Company") Interim results for the six months ended 30 June 2014 Tern Plc, the investing company specialising in the cloud and mobile sectors, announces its interim results for the six months to 30 June 2014. Highlights * First investment has made significant progress * Two further investments made * Board strengthened with new industry expertise and presence in North America Chairman's Statement In the six month period Tern Plc continued with its previously announced plan to build a portfolio of investments in the cloud and mobile sectors. We have been offered and have reviewed several very interesting opportunities to expand and diversify the portfolio and, post the period-end, have announced two new investments which are described below and which are available to view on Tern's website www.ternplc.com. The Board has been strengthened with the appointment of Al Sisto, who is based in California and has extensive experience in top level management of IT companies based in the US and operating globally. We made our first investment of £100,000 for a 1% interest in Flexiant Ltd. Since then, Flexiant has made several important announcements including the strategic partnerships with Arrows Inc and Parallels Inc, the acquisition of Tapp multi-cloud management software, and several new releases of software. www.flexiant.com Financial The comparative figures for the periods ended 30 June 2013 and 31 December 2013 are not directly comparable because most of the material amounts relate to previously discontinued activities. In the period the cost reduction programme implemented last year has started to feed through to the figures; there have been further developments to improve the Income Statement by generating revenues whilst maintaining a tight control of costs. There are three material items in the interim statement which I would like to draw attention to. First, in the Income Statement there is a charge for reorganisation costs and under International Financial Reporting Standards it is a requirement to show notional interest - these non-cash items amount to a £34,000 charge. Secondly, in the Statement of Financial Position there are £265,983 of loan notes from shareholders which we now intend to convert into shares. If this occurs the equity will increase by £265,983 with liabilities reducing by the same figure, thus improving the Company's financial position. We are consulting with advisors to find a method to facilitate this conversion. Thirdly, as we expect investments to be held for a 12 - 36 month period whilst transformational value is created, Tern shows the value of minority holdings in unquoted investments at cost until realised. The value of the investment portfolio would be significantly increased if measured using BVCA criteria. Post balance sheet events Tern announced it has made two new investments: On 17 July 2014 Tern invested £50,000 invested in Push Technology Ltd ("Push") for < 0.5% of the equity. Push Technology Ltd is the leading provider of data distribution solutions enabling organisations to deliver efficient, high performance, conversational, web and mobile applications. www.pushtechnology.com On 29 July 2014 Tern invested £50,000 invested in Seal Software Ltd ("Seal") for < 0.5% of the equity. Seal Software Contract Discovery and Analytics helps companies maximize revenue opportunities and reduce expenses and costs associated with contractual documents, systems and processes. www.seal- software.com Outlook We look forward to providing further updates on the business in the next six months as we continue to develop our portfolio. I would like to thank all shareholders for their support and acknowledge the hard work of the directors and our advisors. Enquiries: Tern plc Tel: 07973 561 232 Angus Forrest WH Ireland NOMAD and Broker Tel: 0117 945 3471 John Wakefield Peterhouse Corporate Finance (Joint broker) Tel: 020 7469 0936 Lucy Williams Redleaf Polhill Tel: 020 7382 4769 Charlie Geller About Tern: Tern Plc acquires and invests in privately owned companies with self-owned IP, established products and customer bases. Its investment strategy is focused on taking an active role in its investee companies in order to improve the business model, accelerate growth, expand the business globally, and identify exit opportunities. Unaudited Statement of Comprehensive Income for the 6 months ended 30 June 2014 12 months to 6 months to 30 6 months to 30 31 December June 2014 June 2013 2013 (Unaudited) (Unaudited) (Audited) £ £ £ Revenue 10,000 - - Administration costs (91,849) (401,975) (534,183) Credit arising from CVA - - 1,005,209 Loss from subsidiary operations disposed of - - (106,500) Operating (Loss)/profit (81,849) (401,975) 364,526 Financial income - - - Finance costs (11,230) (122,503) (128,571) (Loss)/profit before tax (93,079) (524,478) 235,955 Income tax - - - (Loss)/profit for the period (93,079) (524,478) 235,955 (Loss)/profit per share Basic (0.9p) (31.0p) 5.0p Diluted (0.9p) (31.0p) 3.8p Unaudited Statement of Financial Position as at 30 June 2014 30 June 30 June 2014 2013 31 December 2013 (Unaudited) (Unaudited) (Audited) Note £ £ £ Assets Investments available for sale 200,000 - 100,000 Investment in subsidiary undertaking - 262,750 - ------------- ------------- ----------------- Non-current assets 200,000 262,750 100,000 ------------- ------------- ----------------- Current assets Trade and other receivables 36,260 30,350 50,912 Cash and cash equivalents 48,832 17,973 146,817 ------------- ------------- ----------------- 85,092 48,323 197,729 ------------- ------------- ----------------- Total assets 285,092 311,073 297,729 ------------- ------------- ----------------- Equity attributable to the Company's equity holders Share capital 4 1,303,746 1,301,913 1,303,746 Share premium 6,646,376 6,347,374 6,646,376 Loan note equity reserve 29,341 25,274 29,341 Share option and warrant reserve 797,773 795,699 797,773 Retained earnings (8,845,632) (9,556,010) (8,752,553) ------------- ------------- ----------------- (68,396) (1,085,750) 24,683 ------------- ------------- ----------------- Current liabilities Trade and other payables 87,505 1,365,215 118,293 Non-current liabilities Borrowings 265,983 31,608 154,753 ------------- ------------- ----------------- Total liabilities 353,488 1,396,823 273,046 ------------- ------------- ----------------- Total equity and liabilities 285,092 311,073 297,729 ------------- ------------- ----------------- Unaudited Statement of Cash flows for the 6 months ended 30 June 2014 12 months to 6 months to 30 6 months to 30 31 December June 2014 June 2013 2013 (Unaudited) (Unaudited) (Audited) Note £ £ £ Cash flows from operating activities Cash used in operations 5 (97,985) (149,438) (320,548) ----------------- ----------------- -------------- Net cash from operating activities (97,985) (149,438) (320,548) ----------------- ----------------- -------------- Cash flows from investing activities Purchase of investments (100,000) - (100,000) Investment in oil and gas assets - (120,487) (120,487) ----------------- ----------------- -------------- Net cash from investing activities (100,000) (120,487) (220,487) ----------------- ----------------- -------------- Cash flows from financing activities Proceeds on issue of shares - 291,400 518,354 Share issue expenses - (22,750) (49,750) Proceeds from issue of convertible loan notes 100,000 - 200,000 ----------------- ----------------- -------------- Net cash from financing activities 100,000 268,650 668,604 ----------------- ----------------- -------------- (Decrease)/increase in cash and cash equivalents (97,985) (1,275) 127,569 Cash and cash equivalents at beginning of period 146,817 19,248 19,248 ----------------- ----------------- -------------- Cash and cash equivalents at end of period 48,832 17,973 146,817 ----------------- ----------------- -------------- Notes to the unaudited interim statement for the 6 months ended 30 June 2014 1. General information The Company is a public limited company listed on AIM and is incorporated in England and Wales. The address of its registered office is 9 Catherine Place, London SW1E 6DX. Items included in the financial statements of the Company are measured in Pound Sterling which is the currency of the primary economic environment in which the entity operates. The financial statements are also presented in Pound Sterling which is the Company's presentational currency. 2. Basis of preparation The interim financial statements of Tern Plc have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and on the historical cost basis using the accounting policies which are consistent with those set out in the Company's Annual Report and Accounts for the year ended 31 December 2013. This interim financial information for the six months to 30 June 2014 was approved by the board on 19 August 2014. The unaudited interim financial information for the period ended 30 June 2014 does not constitute statutory accounts within the meaning of Section 435 of the Companies Act 2006. The comparative figures for the year ended 31 December 2013 are extracted from the audited statutory financial statements for that period. 3. Earnings per share Earnings per share is calculated by reference to the weighted average shares in issue as follows: 6 months to 6 months to 12 months to 30 June 2014 30 June 2013 31 December 2013 Weighted average number of ordinary shares (see note below): For calculation of basic earnings per share 10,891,700 *1,693,543 4,679,305 For calculation of fully diluted earnings per share 10,891,700 *1,693,543 6,119,657 The same number of shares is used for the calculation of the diluted loss per share as for the basic loss per share for the 6 months to 30 June 2014 and the 6 months to 30 June 2013 as the losses in these periods have an anti-dilutive effect. *The number of shares used for the calculation of the comparative loss per share for the 6 months to 30 June 2013 has been adjusted to reflect the share consolidation in October 2013. 4. Share capital 30 June 2014 30 June 2013 31 December 2013 Number Number Number Issued and fully paid: Ordinary shares of £0.0002 10,891,700 - 10,891,700 Ordinary shares of £0.001 - 34,545,072 - Deferred shares of £29.999 42,247 42,247 42,247 Deferred shares of £0.00099 34,545,072 - 34,545,072 £ £ £ Issued and fully paid: Ordinary shares of £0.0002 2,178 - 2,178 Ordinary shares of £0.001 - 34,545 - Deferred shares of £29.999 1,267,368 1,267,368 1,267,368 Deferred shares of £0.00099 34,200 - 34,200 -------------- -------------- ----------------- 1,303,746 1,301,913 1,303,746 -------------- -------------- ----------------- The deferred shares have negligible value, being subject to restrictions as to voting, participation and redemption according to the new Articles of Association then adopted, nor are they quoted on the Stock Exchange. 5. Note to the cash flow statement 6 months to 30 6 months to 30 12 months to June 2014 Jun 2013 31 Dec 2013 (Unaudited) (Unaudited) (Audited) £ £ £ (Loss)/profit for the (93,079) (524,478) 235,955 period Adjustments for items not included in cash flow: Share-based payment expense - - 2,074 Loss on disposal of subsidiary undertaking - - 80,780 Finance expense 11,230 122,503 128,571 Credit arising on CVA - - (1,005,209) Provision for unpaid share capital - 80,000 - ----------------- ----------------- --------------- Operating cash flows before movements in working capital (81,849) (321,975) (557,829) Adjustments for changes in working capital: - Decrease in trade and other receivables 14,652 54,290 33,728 - (Decrease)/increase in trade and other payables (30,788) 118,247 203,553 ----------------- ----------------- --------------- Cash used in operations (97,985) (149,438) (320,548) ----------------- ----------------- --------------- 6. Availability of Interim results Copies of the report will be available from the Company's office and also from the Company's website www.ternplc.com. -------------------------------------------------------------------------------- This announcement is distributed by GlobeNewswire on behalf of GlobeNewswire clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Tern Plc via GlobeNewswire [HUG#1849579] BFPMV79R21 Copyright RTT News/dpa-AFX |