TIDMPTV

RNS Number : 9278O

PeerTV PLC

25 September 2013

25 September 2013

PeerTV PLC

("PeerTV" or "the Company")

Interim Results and Issue of Equity

PeerTV (AIM:PTV), a provider of technology solutions for the OTT (TV over the internet) market, and PCB (printed circuit board) production solutions, today announces its unaudited results for the six months ending 30 June 2013.

Key Developments

   --     Consolidated turnover of $1,274,000 and total comprehensive loss of $1,099,000. 

-- Operating loss for the period reduced by 63% ($475,000 compared to $1,275,000 the same period in 2012 and $4,419,000 for the year ended 31 December 2012).

Both businesses have made steady progress towards recovery. Conversion of prospects into orders taking time.

-- Main achievement in PTV was the delivery of the first order for Android Set Top Box to PTV's major traditional customer. Significant additional orders expected later in 2013 and beyond.

-- PeerTV marketing team has generated a stream of potentially significant sales opportunities. Peer TV R&D department allocating its limited resources to progressing the conversion of these leads into sales.

-- Digitek made important progress in establishing relationships with several customers, including many well known Israeli brands, with potential for mass production and high volume business.

-- Achieving approvals for the military and medical sectors opening doors to several important customers.

Post Period Highlights

-- Digitek sales in third quarter of 2013 have increased significantly compared to the first two quarters of 2013.

-- Continuation of placing of 35,714,285 0.5p Ordinary shares at 3.50 pence per share and a similar number of five year warrants exercisable at 4 pence per share, generating a total of GBP1,250,000 gross proceeds. The Company has effected closings in respect of GBP1,007,400 to date of which GBP550,500 was received prior to 30 June 2013. The balance is expected to complete during the final quarter of 2013.

-- Digitek SMT Assemblies Ltd raised a further GBP110,000 in secured loan notes and has made repayments to loan noteholders totaling GBP41,000.

Further to the announcement of 3 September 2013, the company announces the issue of 3,539,996 new ordinary shares.

These new ordinary shares were issued pursuant to a further closing of the placing announced on 16 June 2013 and also mentioned above. The shares and attached warrants were placed with private investors. This brings the gross amount received by the company under the placing to GBP1,007,400.

Application has been be made for the 3,539,996 shares, which rank pari passu with the existing ordinary shares in issue, to be admitted to trading on AIM and admission to trading is expected on or after 5 October 2013.

Further enquiries:

PeerTV Plc

Eitan Yanuv, Chairman

+972 9 7407315

Libertas Capital Corporate Finance Ltd

Thilo Hoffmann/Sandy Jamieson +44 (0) 203 697 9499

APPENDIX

CHAIRMAN'S STATEMENT

Our interim results for the six months ended 30 June 2013 show consolidated turnover of $1,274,000 and total comprehensive losses of $1,101,000.

The operating loss for the period was $477,000 compared to $1,275,000 in the same period in 2012.

Both our businesses have been making progress and are steadily converting prospects into orders.

Peer TV

During the first six months of 2013 Peer TV supplied the first order for our Android set top box to our major traditional customer. The product was launched by the customer on a commercial basis in August 2013 and we are expecting follow up orders after our customers' market testing.

Following its extensive activities, including attendance at trade exhibitions and a European road show in July 2013, the PeerTV marketing team has generated a stream of potentially significant sales opportunities. We have a meaningful sales pipeline of over 200,000 units from about twenty separate companies and we hope to convert a proportion of these into sales. Each of these leads requires support from our R&D team and requires careful resource allocation and we expect fairly lengthy sales cycles.

Digitek

During the first six months of 2013 Digitek made important progress in establishing relationships with several new customers, including many important Israeli companies.

Success in obtaining the top level quality approvals for the military and medical sectors has opened the door to several major customers.

The results of these efforts have been seen in the third quarter of 2013 in which sales have increased significantly.

The Digitek business continues to be financed by an investor based revolving loan note facility. The finance costs associated with the facility are high and we hope to be in a position to revert to bank credit facilities by mid 2014.

E Yanuv

Chairman and Director

CONDENSED GROUP INCOME STATEMENT

FOR THE SIX MONTHS ENDED 30 JUNE 2013

 
                                        Six months        Six months          Year to 
                                             to                to 
                                          30 June           30 June         31 December 
                                            2013              2012              2012 
                               Note        $'000             $'000             $'000 
 
 TURNOVER                       3               1,274             1,238              1,959 
 
 Cost of sales                                (1,496)           (1,200)            (2,418) 
                                      ---------------   ---------------   ---------------- 
 GROSS (LOSS) /PROFIT                           (222)                38              (459) 
 
 Research and development                           -             (397)              (397) 
 Sales and marketing                             (42)              (74)              (152) 
 General and administrative                     (377)             (715)            (1,400) 
 Other expenditure                                164             (127)               (98) 
 Exceptional item - 
  impairment of intangibles                         -                 -            (1,913) 
                                      ---------------   ---------------   ---------------- 
 OPERATING LOSS                                 (477)           (1,275)            (4,419) 
 
 Finance costs                                  (935)             (665)            (1,401) 
  Other expense                                 (157)                 -               (32) 
                                      ---------------   ---------------   ---------------- 
 LOSS BEFORE TAXATION                         (1,569)           (1,940)            (5,852) 
 
 Minority interest                                468               326                682 
                                      ---------------   ---------------   ---------------- 
 TOTAL COMPREHENSIVE 
  LOSS                                        (1,101)           (1,614)            (5,170) 
                                             ========           =======           ======== 
 
 
 Loss per share 
                                4             $(0.02)           $(0.03)            $(0.10) 
 Basic                                       ========          ========           ======== 
 
 Diluted                                      $(0.01)           $(0.03)            $(0.08) 
                                             ========           =======           ======== 
 
 
 

CONDENSED GROUP BALANCE SHEET

FOR THE SIX MONTHS ENDED 30 JUNE 2013

 
                                          As at           As at          As at 
                                         30 June         30 June      31 December 
                                           2013            2012           2012 
                                              $'000       $'000          $'000 
                                        Unaudited       Unaudited       Audited 
 ASSETS 
 Non-current assets 
 Intangible assets                            3,265           4,808          3,114 
 Property, plant and equipment                1,374           1,614          1,465 
                                      -------------   -------------   ------------ 
                                              4,639           6,422          4,579 
 Current assets 
 Inventories                                    357             265            487 
 Trade and other receivables                    426             553            495 
 Cash and cash equivalents                      118             146             81 
                                      -------------   -------------   ------------ 
                                                901             964          1,063 
                                      -------------   -------------   ------------ 
 Total assets                                 5,540           7,386          5,642 
                                             ======          ======         ====== 
 LIABILITIES 
 Non-current liabilities 
 Other payables                                 104              81             85 
 2014 loan notes                              1,653           1,489          1,492 
 Other loans and loan notes                     527           1,014          1,008 
                                      -------------   -------------   ------------ 
                                              2,284           2,584          2,585 
 Current liabilities 
 Bank overdraft                                 626           1,117             13 
 Trade and other payables                     3,550           3,735          3,875 
 Bank and other borrowing                     4,330           1,664          3,575 
 Provisions                                     192               5            209 
                                      -------------   -------------   ------------ 
                                              8,698           6,521          7,672 
                                      -------------   -------------   ------------ 
 Total liabilities                           10,982           9,105         10,257 
                                      -------------   -------------   ------------ 
 Net liabilities                            (5,442)         (1,719)        (4,615) 
                                            =======         =======         ====== 
 EQUITY 
 
 Called up share capital                        533             324            411 
 Share premium account                       22,173          20,778         21,935 
 Share options, warrants 
  and deferred shares                         2,101           1,363          1,567 
 Minority interest                          (1,999)         (1,175)        (1,531) 
 Foreign exchange rate 
  reserves                                     (12)             480            140 
 Other reserves - on consolidation 
  under predecessor accounting              (1,817)         (1,817)        (1,817) 
 Other reserves - equity 
  component of preference 
  shares                                        490             490            490 
 Other reserves- equity                           -              92              - 
  component of loan notes 
 Retained earnings                         (26,911)        (22,254)       (25,810) 
                                      -------------   -------------   ------------ 
 Total equity                               (5,442)         (1,719)        (4,615) 
                                            =======         =======         ====== 
 

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 30 JUNE 2013

 
                                     Six months     Six months       Year to 
                                         to             to              31 
                                      30 June        30 June         December 
                                        2013           2012            2012 
                                       $'000          $'000           $'000 
                                     Unaudited      Unaudited        Audited 
 Cash flows from operating 
  activities 
 Loss before taxation                    (1,569)        (1,940)          (5,852) 
 Adjustments for: 
 Net finance expense                         935            665            1,401 
 Foreign exchange loss                         -              6               42 
 Depreciation and amortisation                91            368              569 
 Movement in trade and other 
  receivables                                 69          1,135            1,172 
 Movement in inventories                     132            124             (98) 
 Movement in trade and other 
  payables                                   323        (1,318)          (1,726) 
 Impairment of intangible                      -              -            1,913 
                                    ------------   ------------   -------------- 
 Net cash outflow from operating 
  activities                                (19)          (960)          (2,579) 
 
 Cash flow from investing 
  activities 
 Purchase of fixed assets                      -           (40)              (4) 
 Intangible assets additions               (151)           (70)            (289) 
 Withdrawal/(investment) in 
  restricted bank deposit                      -            (2)               18 
                                    ------------   ------------   -------------- 
 Net cash outflow from investing 
  activities                               (151)          (112)            (275) 
 
 Cash flows from financing 
  activities 
 Proceeds from borrowings                     74             81            1,632 
 Repayment of borrowings                 (1,393)        (1,875)            (856) 
 Proceeds from loan notes                    797            887                - 
 Issue of shares                             116            826            1,975 
                                    ------------   ------------   -------------- 
 Cash (outflow) / inflow from 
  financing activities                     (406)           (81)            2,751 
 
 
 Net cash outflow from all 
  activities                               (576)        (1,153)            (103) 
 Cash and cash equivalents 
  at beginning of period                      68            162              162 
                                    ------------   ------------   -------------- 
 Cash and cash equivalents 
  at end of period                         (508)          (991)               59 
                                          ======         ======           ====== 
 
 Cash and cash equivalents 
  are made up as follows: 
 Cash at bank and hand                       118            126               72 
 Bank overdraft                            (626)        (1,117)             (13) 
                                    ------------   ------------   -------------- 
                                           (508)          (991)               59 
                                          ======         ======           ====== 
 

NOTES TO THE REPORT AND CONDENSED GROUP FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED 30 JUNE 2013

   1.         BASIS OF PREPARATION 

The condensed group financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards (IFRS) as endorsed for use by Companies listed on an EU regulated market and in accordance with IAS34 - "Interim Financial Reporting". The same accounting policies, presentation and methods of computation have been followed in the preparation of these results as were applied in the Group's latest annual audited financial statements. It is not expected that there will be any changes or additions to these in the 2013 annual financial statements.

This statement does not comprise statutory accounts as defined in Section 434 of the Companies Act 2006 and the results for the six months ended 30 June 2013 and for the six months ended 30 June 2012 are unaudited.

The financial information for the year ended 31 December 2012 is an extract from the latest group accounts. Statutory financial statements for the year ended 31 December 2012, prepared in accordance with IFRS, on which the auditors gave an unmodified opinion but did include reference to matters to which the auditors drew attention by way of emphasis without modifying their report.

The condensed group financial statements are presented in US Dollars and all values are rounded to the nearest thousand dollars ($'000) except when otherwise indicated.

During the six month period ended 30 June 2013 the group incurred a loss of $1,101,000 and had net liabilities of $5,442,000 as at that date.

During the period both businesses made progress including the conversion of prospects to orders. In particular PeerTV supplied the first order of its Android set top box to its traditional customer and expects further orders following the successful launch of the product. Investment capital is being used to provide the technical support required to convert other sales leads to orders.

Similarly, Digitek made important progress in establishing relationships with several new customers, including many important Israeli companies, assisted by obtaining the top level quality approvals for the military and medical sectors. These factors are reflected in increasing order book and sales.

The directors believe that due to the aforementioned restructuring and funds raised through private placing which commenced in June 2013 and issue of loan notes in Digitek SMT Assemblies since the period end the group 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.

   2.         RAISING OF CAPITAL 

In June 2013 the company approved and reported the issue of 15,728,556 0.5p Ordinary shares at GBP0.035 each and 15,728,556 five year warrants exercisable at GBP0.04 per share.

   3.         BUSINESS SEGMENT ANALYSIS 

Class of business

The turnover, loss on ordinary activities before taxation and net liabilities of the group are attributable to two

classes of business.

PeerTV Ltd is engaged in developing and providing hardware and software to enable the delivery of live broadcasts and video on demand over the internet to the television. The company develops, manufactures and supplies end-to-end technology systems for a new breed of TV operator that seeks to deliver rich, personalized and highly cost-effective internet TV services.

Through its wholly owned subsidiaries SM Digitek (1993) Ltd and Digitek SMT Assemblies Ltd, Digitek Holdings Ltd's principal activities are the assembly of electronic products and components and the associated sourcing and logistics for companies principally engaged in the hi-tech and telecommunications industries in Israel. It uses electronic and computerized equipment, which operates robotically and is geared to the accurate assembly of the electronic components on the circuit board in the least possible time.

 
 Geographical areas            Turnover by location of 
                                       customer 
                       Six months    Six months      Year to 
                            to            to 
                         30 June       30 June     31 December 
                           2013          2012          2012 
                            %             %             % 
                        Unaudited     Unaudited        Audited 
 
 Europe                         51            10            19 
 Israel                         49            86            81 
 Other                           -             4             - 
                       -----------   -----------    ---------- 
                               100           100           100 
                             =====         =====         ===== 
 
   4.        LOSS PER SHARE 

Basic loss per share is calculated by reference to the loss on ordinary activities after taxation of $1,101,000 (30 June 2012- loss of $1,614,000 and 31 December 2012 - loss of $5,170,000) and on the weighted average of

60,008,815 (30 June 2012 - 45,844,122 and 31 December 2012 - 50,229,193) shares in issue. The calculation of diluted earnings per share is based on the loss on ordinary activities after taxation and the diluted weighted average of 74,984,088 (30 June 2012 - 47,377,947 and 31 December 2012 - 62,220,398) shares calculated as follows:

 
                                                             Number of shares 
                                      30 June                 30 June                  31 December 
                                        2013                    2012                       2012 
                                      Number                  Number                      Number 
 
 Basic weighted average 
  number of shares                       60,008,815                45,844,122                   50,229,193 
 Dilutive potential ordinary 
  shares: Share options                  14,975,273                 1,533,825                   11,991,205 
                                -------------------   -----------------------   -------------------------- 
 Diluted weighted average 
  number of shares                       74,984,088                47,377,947                   62,220,398 
                                         ==========               ===========                 ============ 
 
 
 5.   POST BALANCE SHEET EVENTS 
 

Since 30 June 2013 a total of GBP456,900, representing 13,054,286 0.5p Ordinary shares and warrants, has been received.

Since 30 June 2013 Digitek SMT Assemblies Ltd raised a further GBP110,000 in secured loan notes and has made repayments to loan note holders totaling GBP41,000.

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR EAXNSAADDEFF

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