TIDMPTV
RNS Number : 5774G
PeerTV PLC
29 June 2012
29 June 2012
PeerTV PLC
("PeerTV" or "the Company")
Preliminary Results for the year ended 31 December 2011
PeerTV (AIM:PTV), a provider of technology solutions for the OTT
(TV over the internet) market and PCB (printed circuit board)
production solutions announces its audited results for the year
ended 31 December 2011.
Key Developments
-- Total revenue of $5.1 million of (2010: $5.3 million)
-- Loss, including costs associated with technical issues
encountered in H1 2011, of $11.6 million (2010 loss:$4.4 million).
This includes GBP2.7m of financing costs and a $4 million non cash
write down of the value of goodwill acquired in the purchase of
Digitek Holdings Ltd.
-- Total equity fundraising of approximately GBP2.4m during the year
-- Completion of Reverse takeover of S.M. Digitek Ltd. in September 2011
-- Several new clients won
-- Technical issues in H1 2011 finally overcome
-- H2 withdrawal of Android support by previous chip set
manufacturer causing delay in launch of Android product
Post Year-end Events
In January of this year, the Company announced that it had
raised GBP150,000 on a first closing of a financing. In total the
PeerTV has raised approximately GBP400,000 before expenses since
year end.
On 1 February 2012 the company announced that Moshe Bartov had
been appointed as Chief Executive Officer of PeerTV Ltd. effective
immediately and was also joining the Board of PTV Plc. At the same
time Ofer Barda, Chaim Bechor, Eatamar Drory and James McGeever
resigned from the Board of the Company with immediate effect. Ofer
Barda also resigned as CEO of SM Digitek at that time and was
replaced by Avi Vermus.
On 30 April 2012 the Company announced a restructuring of the
debt of SM Digitek.
On 28 May 2012 PeerTV announced the first commercial sales
contract of its new Android set top box.
In June the holders of a Loan Note of the Company were asked to
and approved at a loan note holder meeting the capitalization of
interest payments due in June and December 2012. The Company made
this request to strengthen its working capital position.
The Annual report and the auditor's report include the following
statements
Auditors Report: Emphasis of matter - going concern
In forming our opinion, which is not qualified, we have
considered the adequacy of the disclosures made within note 1e of
the accounting policies concerning the group's and the parent
company's ability to continue as a going concern. The group
incurred a net loss of $11,628,000 during the year ended 31
December 2011 and had net liabilities of $620,000 as at that date.
This, along with the other matters explained within note 1e of the
accounting policies, indicate the existence of a material
uncertainty which may cast a significant doubt about the group and
company's ability to continue as a going concern. The financial
statements do not include the adjustments that would result if the
group and company were unable to continue as a going concern.
Annual Report: Going concern
During the year the group incurred a loss of $11,628,000 and had
net liabilities of $620,000 as at the year end. The directors are
in the process of raising additional funds to provide working
capital. The directors are confident that the acquisition of
Digitek Holdings Ltd will produce significant operational benefits
as set out in the Chairman's Report. Since the year end the
directors have created Digitek SMT Assemblies Ltd which serves as a
marketing and financing company. The company has been reducing its
liability to its principal bank and has replaced the bank with an
investor financing facility. The directors believe they will fully
repay the bank in Q3/Q4 2012. The group has also been successful in
soliciting new customers and the directors believe they have a
re-established entity.
The directors believe that due to the aforementioned
restructuring, the private placing that has and is about to take
place in 2012, that the company is a going concern. However, the
future of the group is dependent on the directors being successful
in their bid to secure finance and the group achieving its trading
projections.
Subject to the group's ability to raise required funds, the
directors consider that it is appropriate to prepare the financial
statements on the going concern basis. If additional financing by
whatever means is not secured in the next twelve months, then it is
unlikely that the group be able to continue in its present
form.
The financial statements do not include any adjustments that
would be necessary should this basis not be appropriate.
The full audited accounts are available from the Company's
website: www.peertv.com and will be posted to shareholders in the
next few days.
-ends-
Further enquiries:
PeerTV Plc
Leon Nahon, Chairman +972 974 07315
Libertas Capital Corporate Finance Limited
Thilo Hoffmann/Andrew McLennan +44 (0) 20 7569 9650
Rivington Street Corporate Finance
Jon Levinson/Eran Zucker +44 (0) 20 7562 3384
Bishopsgate Communications
Nick Rome/Sam Allen +44 (0) 20 7562 3350
peertv@bishopsgatecommunications.com
Appendix
CHAIRMAN'S STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2011
I was appointed a director and became your Chairman on 23 March
2011.
We have had a challenging year during which we have sought to
address certain fundamental problems which arose in both of our
businesses.
We acquired 64.12% of Digitek Holdings Ltd in September and
shortly after acquisition we were faced with a change in management
and a need to replace our bankers. Avi Vermos became CEO and has
steered the business through difficult times very adeptly. We have
created Digitek SMT Assemblies Ltd which serves as a marketing and
financing company. We have been reducing our liability to our
principal bank and have replaced them with an investor financing
facility. We believe we will fully repay the bank in Q3/Q4 2012.
The business has been active in soliciting new customers and we
believe we have re-established stability.
In PeerTV Ltd we have been faced with a residue of operational
and financial issues. In Q1 2012 we replaced management and Moshe
Bartov, who brought a considerable background to us, was appointed
Chief Executive. The main issue has been a slowdown in sales from
our traditional market and from our traditional product. Moshe has
been making a transition to an Android based product and a first
model was showcased at a major trade fair in London in March
2012.At the same time he has been refocusing the business on Tier 2
and Tier 3 telecom operators, a market which we believe will prove
more productive for us. We hope to be taking orders for the Android
product later this year and the level of enquiries so far is very
gratifying.
Financially we have had a busy year trying to address the
financial requirements which inevitably follow business challenges.
The business of Digitek is now financed with a separate investor
funded structured credit facility. The business of Peer TV which is
also being restructured and the parent company overhead has been
funded by equity placing.
Your board is aware of the financial problems and are taking
steps to ensure that sufficient finance is available.
I should like to take this opportunity of thanking my colleagues
on the Board of PeerTV Plc for their very hard work under stressful
conditions and I would also like to say thank you to our two
founders, Chaim Bechor and Eatamar Drory for the work they did
prior to them leaving the company. Both of them continue to assist
the company in various issues.
I hope that we will be able to report positive business progress
in the coming months from this year of transition.
L R Nahon
Chairman
PEERTV PLC
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2011
2011 2010
Note $'000 $'000
REVENUE 1,2 5,065 5,304
Cost of sales (6,365) (5,051)
-------------- --------------
GROSS (LOSS) / PROFIT (1,300) 253
Research and development (1,356) (1,242)
Sales and marketing (150) (747)
General and administrative 4 (1,790) (1,908)
Other expenditure (716) (276)
Exceptional items - impairment
of intangibles 5 (4,013) -
---------------- --------------
OPERATING LOSS 3 (9,325) (3,920)
Finance costs 6 (2,726) (479)
---------------- -------------
LOSS BEFORE TAXATION (12,051) (4,399)
---------------- -------------
Taxation 7 (215) -
Minority interest 638 -
--------------- -------------
TOTAL COMPREHENSIVE LOSS FOR THE YEAR (11,628) (4,399)
====== =====
LOSS PER SHARE
BASIC 8 ($0.53) ($0.38)
====== ======
DILUTED 8 ($0.50) ($0.33)
====== ======
PEERTV PLC COMPANY NUMBER: 7068350
CONSOLIDATED BALANCE SHEET
AT 31 DECEMBER 2011
2011 2010
Note $'000 $'000
ASSETS
Non-current assets
Intangible assets 10 4,955 1,347
Property, plant and equipment 11 1,771 48
6,726 1,395
Current assets
Inventories 13 389 133
Trade and other receivables 14 1,688 956
Cash and cash equivalents 15 261 376
2,338 1,465
Total assets 9,064 2,860
LIABILITIES
Non-current liabilities
8% convertible preference shares 22 - 1,029
Other payables 52 -
2014 loan notes 23 1,315 -
Other loans and loan notes 1,050 -
2,417 1,029
Current liabilities
Bank overdraft 81 -
Trade and other payables 19 4,615 2,394
Bank and other borrowings 20 2,401 425
Provisions 21 170 265
7,267 3,084
Total liabilities 9,684 4,113
Net liabilities ( 620) (1,253)
Called up share capital 16 296 110
Share premium account 20,283 7,635
Share options and deferred shares 1,363 1,341
Other reserves - on consolidation under predecessor
accounting (1,817) (1,817)
Minority interest (849) -
Foreign exchange reserve 254 -
Other reserves - equity component
of preference shares 18 490 490
Retained earnings (20,640) (9,012)
Total equity (620) (1,253)
The financial statements were approved and authorised for issue
by the Board of Directors on 29 June 2012 and were signed below on
its behalf by:
L R Nahon
Director
This information is provided by RNS
The company news service from the London Stock Exchange
END
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