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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Tersus Regs | LSE:TER | London | Ordinary Share | GB00B05LNF36 | ORD 0.5P (REGS) |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.55 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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RNS Number : 9425X
Tersus Energy Plc
30 June 2008
TERSUS ENERGY PLC
("Tersus Energy" or "the Company")
Results for the year ended 31 December 2007
Tersus Energy Plc (AIM:TER) today announces the results for the year ended 31 December 2007. Copies of the Financial Statements are
being sent to the Company's shareholders today and are available from the Company and on its website at www.tersusenergy.com.
CHAIRMAN'S STATEMENT
Introduction
2007 was a difficult year for the Company. Our wholly owned subsidiaries, Navitas and Envinta, both saw reduced levels of activity and
delays in bringing new products into the market. Our cash position was such that we had to release almost all our employees during the year
and the directors deferred their salaries for the year.
However, more positively, we continue to believe that Navitas and Envinta will be successful in their markets given time; we were able
to bolster our cash reserves in December with a £500,000 loan from a major shareholder; and, subsequent to the year end, we realised US
$3.64 million by way of a distribution and part realisation of our investment in HT Blade.
We have now repaid the shareholder loan, brought our payment of our creditors up to date, and have sufficient cash to continue the
business well into 2009.
We remain of the opinion that the Company's assets have value but it will take time to realise this value. We continue to review the
cost base of the Company with the intention of reducing the monthly spend and thus increasing the period of time which our current resources
will provide to us to realise the Company's assets.
Financial Highlights
* Revenue of £2.08 million consisting of: Navitas £1.46 million; Envinta £0.54 million; Advisory Services £0.08 million. (2006 £4.52
million consisting of: Navitas £2.35 million; Envinta £0.35 million; Advisory Services £1.82 million)
* Pre tax loss of £0.75 million (2006 £0.68 million*)
* This result includes a net write-up of £1.93 million in relation to Tersus' investment in HT Blade and write-downs in other
investments of £1.18 million, principally in relation to Enviro-Control Limited.
* Net assets of £4.59 million (2006 £5.11 million*)
* Tersus has increased the carrying value of HT Blade following the transactions detailed below. The investment was originally
carried at a cost of £1.18 million, including transaction costs of the original investment. £0.50 million was added to the value at 30 June
2007 and a further £1.82 million was added to the value on 31 December 2007 thus resulting in the current carrying value of £3.50 million.
Provision has also been made for the amount of £0.39 million payable on realisation of the investment at this value under incentive
arrangements.
* Restated following the adoption of IFRS for the year ended 31 December 2007.
Transactions involving HT Blade
In February 2006 Tersus invested US $2 million in Tang Wind Energy LP ('TWELP', a Texan limited partnership) as a convertible secured
loan subsequently converted into a 12.1 per cent. partnership interest.
TWELP owned 100 per cent. of Tang Wind Energy LLC ('TWELLC', a Cayman company) which in turn owned 25 per cent. of Zhong Hang (Baoding)
Huiteng Wind Power Equipment Company Ltd ('HT Blade'). The remaining 75 per cent. of HT Blade was owned and continues to be owned by Chinese
State Owned Enterprises.
Last year, an international private equity firm with offices in Shanghai acquired an interest in TWELLC from TWELP in return for US $20
million. This money was used by TWELP for transaction expenses, TWELP costs and a loan to HT Blade. The balance was retained by TWELP in
reserve.
In February 2008, the same private equity investor exercised an option which it was given as part of the 2007 transaction and bought a
further stake in TWELLC paying a further US $20 million to TWELP.
That investor now has a shareholding in TWELLC of approximately 42 per cent, with TWELP owning the remaining approximately 58 per cent.
Therefore, at that date, TWELLC and the private equity investor owned (indirectly) approximately 14.5 per cent. and approximately 10.5 per
cent. respectively of HT Blade, with Tersus owning (indirectly) an approximately 1.75 per cent. stake in HT Blade.
In April 2008, TWELP transferred some US $32 million of cash and receivables into a new partnership TWELP 2. This amount represented the
US $40 million received from the private equity investor, less transaction costs and TWELP running costs.
In April 2008, TWELP 2 made a distribution to its partners as a result of which Tersus has received approximately US $1.45 million in
cash. The amount remaining in TWELP 2 is being retained to meet its future potential funding needs.
Also in April 2008, TWELP's limited partners sold a 9 per cent. interest in TWELP to an international venture capital firm. Included in
this 9 per cent. stake was a disposal by Tersus of 25 per cent. of its 12.1 per cent. interest in TWELP. Tersus has received approximately
US $2.19 million in cash in relation to this disposal.
As a result of this disposal Tersus now owns approximately 9 per cent. of TWELP resulting in Tersus owning (indirectly) approximately
1.3 per cent. of HT Blade.
The Board believes that the value of the indirect holding in HT Blade will be a function of TWELP's ability to create further exit
opportunities, the business performance of HT Blade and the willingness of the Chinese State Owned Enterprises to proceed to an IPO. The
Board also believes the value of this stake may be affected by the possible dilution caused by the creation of an incentive pool for the
benefit of HT Blade management and the manner in which the cost of such incentive pool may be borne by shareholders in HT Blade.
Tersus Asian Renewables
Elsewhere in Asia, progress has been extremely slow.
* In South Korea Tersus has, through its 50:50 joint venture with Hahn Renewable Energy plc, submitted a number of proposals which
may lead to memoranda of understanding. In order to verify and pursue these opportunities development capital will be needed and in due
course project capital will be sought possibly through Tersus or more probably through the introduction of a third partner.
* In the Philippines Tersus has made little demonstrable progress during 2007. Tersus has been informed by its joint venture partner
that the Philippines authorities have granted the land lease for the first site (40mw) but the directors have not been able to obtain any
evidence for this. Assuming the grant of this land lease can be verified, the opportunity exists to exploit the project and the next step
will be to appoint a Philippines based full time developer or to introduce a locally active third party developer.
* Tersus' activities through its 50 per cent. owned Indian company, Jasfour Power Private Ltd ('Jasfour'), have not progressed.
Tersus remains in dispute with its joint venture partner. The financial exposure from this disagreement is limited but Tersus has made no
further progress with its desire to develop a wind farm portfolio in India.
Tersus Energy Controls
· Navitas Technologies Limited (*Navitas*), our 100 per cent. owned developer and manufacturer of electronic control equipment,
has had a mixed year. Despite cash constraints a programme of product development has been maintained. However, the introduction of the new
products has been significantly delayed although the new products are now with initial prospective customers and testing is believed to be
progressing satisfactorily. Navitas revenue for 2007 was Canadian $3.14 million compared to Canadian $4.91 million for the previous year.
There was a loss before interest, tax and depreciation (EBITDA) in 2007 of Canadian $0.59 million compared to earnings of Canadian $0.26
million in the previous year. Navitas continues to operate at a loss thus far in 2008 and some staff have been laid off.
· Envinta Corporation Inc (*Envinta*), our 100 per cent. owned developer of energy and environmental information software, has
made progress in 2007. New customer contracts have been signed with EDF and Siemens, representing the first significant sales in the EU
market. Further sales are under discussion with other prospective blue chip customers. Revenue for 2007 was US $1.09 million (compared to US
$0.65 million for the previous year). EBITDA for 2007 was US $0.03 million compared to a loss before interest, tax and depreciation of US
$0.27 million for 2006. For the first quarter 2008, revenue was approximately US $0.27 million.
.
Tersus Bio Energy (TBE)
* Little progress has been made with our interest in Enviro-Control Limited ('ECL') and ECL Developments Limited, the 50:50 joint
development company established by Tersus and ECL. Both companies are mainly focused on anaerobic digestion opportunities (producing bio-gas
and renewable power) using the proprietary thermophilic technology developed by ECL. Tersus has provided in full against the carrying value
of its investments in these companies although the Board remains hopeful that a number of the project development opportunities which are
being pursued will result in developable projects. Development activities continue regarding projects in Belgium, Bulgaria, the UK, Brazil
and the US. ECL has recently received a small consulting contract from a Maryland (US) institutional client to assess the feasibility of an
anaerobic digester demonstration unit to take local mixed organic wastes.
Tersus Advisory
* Tersus continues to provide advisory services in relation to the Bens Run salt cavern gas storage project but will only receive an
income if these advisory services lead to a disposal of that asset by the current owner.
Conclusion
* Following receipt of the monies relating to HT Blade transaction previously described, Tersus has repaid the £500,000 loan
provided last December by a major shareholder and has sufficient funds to trade for the foreseeable future.
* Following the termination of the employment contracts of almost all our people other than directors during 2007, Tersus'
opportunities for development are limited but the Board does believe, however, that there is value in Tersus' investments. The Board will
continue to work to realise that value.
Enquiries:
Tersus Energy Plc
Steve Levine, Chief Executive Officer
David Wilson, Chief Operating Officer and Finance Director
Tel: 020 7038 0600
KBC Peel Hunt Ltd (Nominated Advisor and Broker
David Anderson
Deon Veldtman
Tel: 020 7418 8900
Copies of the financial statements may be obtained from Jayne Ben-David at:
Tel: 020 7038 0600
e:Mail: jbendavid@tersusenergy.com
CONSOLIDATED INCOME STATEMENT
CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE
For the year ended 31 December 2007
2007 2006
£ £
Revenue 2,078,013 4,519,350
Cost of sales (1,072,435) (3,025,738)
--------- ---------
1,005,578 1,493,612
Gross profit
Administrative expenses (2,441,524) (2,826,543)
Finance income 32,802 164,753
Finance cost (99,809) (6,023)
Gains and losses on financial investments at
**fair value through profit and loss:
**Gains 1,930,116 492,470
**Losses (1,175,333) -
--------- ---------
Loss before tax (748,170) (681,731)
Taxation 45,826 (13,847)
--------- ---------
Loss for the period attributable to equity
**shareholders of the parent (702,344) (695,578)
--------- ---------
Loss per share
Basic (1.8)p (1.8)p
Diluted (1.8)p (1.8)p
CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE
2007 2006
£ £
Exchange differences on translation of foreign 39,320 (127,633)
operations
--------- --------
Net income/(expense) recognised directly in equity
Loss for the year 39,320 (127,633)
(702,344) (695,578)
--------- --------
Total recognised income and expense for the year
attributable
**to the equity shareholders of Tersus Energy Plc (663,024) (823,211)
--------- ---------
The total recognized income and expense is attributable to the equity holders of Tersus Energy Plc.
CONSOLIDATED BALANCE SHEET
Year ended 31 December 2007
2007 2006
£ £
ASSETS
Non-current assets
Goodwill 1,053,779 1,019,459
Other intangible assets 783,180 750,958
Property, plant and equipment 37,174 93,302
Financial assets 3,610,033 2,466,136
--------- ---------
5,484,166 4,329,855
--------- ---------
Current assets
Inventories 307,996 302,301
Trade and other receivables 439,482 859,664
Cash and cash equivalents 483,151 565,755
--------- ---------
1,230,629 1,727,720
--------- ---------
Total assets 6,714,795 6,057,575
--------- --------
LIABILITIES
Current liabilities
Trade and other payables 1,329,356 804,810
Short-term borrowings 677,393 4,160
Current tax payable - 8,500
--------- ---------
2,006,749 817,470
--------- ---------
Non-current liabilities
Deferred tax 117,338 132,918
--------- ---------
117,338 132,918
--------- ---------
Total liabilities 2,124,087 950,388
--------- --------
Net assets 4,590,708 5,107,187
--------- --------
EQUITY
Equity attributable to equity holders of the
parent
Share capital 190,231 190,231
Share premium account 6,417,112 6,417,112
Merger reserve 1,499,766 1,499,766
Share option reserve 280,755 134,210
Foreign currency translation reserve (88,313) (127,633)
Profit and loss account (3,708,843) (3,006,499)
--------- ---------
Total equity 4,590,708 5,107,187
--------- --------
COMPANY BALANCE SHEET 2007 2006
Year ended 31 December 2007
£ £
FIXED ASSETS
Intangible assets - 26,292
Investments 3,097,824 4,280,948
-------- --------
3,097,824 4,307,240
-------- --------
Current assets
Debtors - amounts due within one year 182,834 1,204,106
Debtors - amounts due after more than one year 865,567 1,192,129
Cash at bank and in hand 295,044 226,390
-------- --------
1,343,445 2,622,625
-------- --------
Creditors: amounts falling due within one year (1,050,010) (238,345)
-------- --------
Net current assets 293,435 2,384,280
-------- --------
Total assets less current liabilities 3,391,259 6,691,520
------- --------
Capital and reserves
Called up share capital 190,231 190,231
Share premium account 6,417,112 6,417,112
Share option reserve 280,755 134,210
Profit and loss account (3,496,839) (50,033)
-------- --------
Shareholders' funds 3,391,259 6,691,520
-------- --------
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 31 December 2007
2007 2006
£ £
Cash flow from operating activities
Loss before taxation (748,170) (681,731)
Adjustments for:
Depreciation and amortisation 96,478 14,031
Development costs - write-off 120,144 -
Investments - adjustments 9,855 -
Gains on financial investments (1,930,116) (592,650)
Losses on financial investments 1,175,333 -
Foreign exchange (89,916) 32,548
Share option expense 146,545 105,436
Net finance cost/(income) 67,007 (158,730)
Change in inventories 40,352 (4,084)
Change in trade and other receivables 379,649 47,239
Change in trade and other payables 111,658 31,891
--------- ---------
Cash outflow from operations (621,181) (1,206,050)
Taxation refund 33,252 -
Taxation paid (8,934) (5,347)
--------- ---------
Net cash outflow from operating activities (596,863) (1,211,397)
--------- ---------
Cash flows from investing activities
Acquisition of Envinta, net of cash - (908,845)
Additions to investments (2,065) (2,142,119)
Additions to intangible fixed assets (150,119) (222,173)
Proceeds from the sale of investments - 1,026,232
Additions to property, plant and equipment (3,439) (24,123)
Interest received 10,878 63,688
--------- ---------
Net cash used in investing activities (144,745) (2,207,340)
--------- ---------
Cash flows from financing activities
Proceeds from issue of share capital - 665,000
Proceeds of short-term loan from shareholder 500,000 -
Proceeds/(repayment) of bank loan 172,546 (51,029)
Interest paid (12,689) (6,023)
--------- ---------
Net cash generated from financing activities 659,857 607,948
--------- ---------
Net change in cash and cash equivalents (81,751) (2,810,789)
Exchange differences on cash and cash equivalents (853) (11,031)
Cash and cash equivalents at beginning of period 565,755 3,387,575
--------- ---------
Cash and cash equivalents at end of period 483,151 565,755
--------- --------
Cash and cash equivalents comprise:
Cash at bank and in hand 133,944 81,329
Cash on deposit 349,207 484,426
--------- ---------
483,151 565,755
--------- --------
Notes
The financial statements for the year ended 31 December 2007 are the Group's first consolidated annual financial statements prepared in
accordance with the recognition and measurement rules of IFRS. The financial statements of the parent company itself have been prepared in
accordance with UK accounting standards.
Companies adopting IFRS for the first time may elect to use certain exemptions from the full requirements of IFRS in the transition
period. The financial statements have been prepared on the basis of the following exemptions:
(a) Business combinations prior to 1 January 2006, the Group's date of transition to IFRS, have not been restated to comply with IFRS
3 "Business Combinations". Goodwill arising from these business combinations of £302,056 has not been restated other than as set out in note
(ii) below.
(b) Cumulative translation differences for all foreign operations are deemed to be nil at 1 January 2006, the Group's date of
transition to IFRS.
(c) The requirements of FRS 20 "Share-Based payments" have been applied to all grants after 7 November 2002 that had not vested as of
1 January 2006 in accordance with the transitional provisions.
The reconciliations set out on the following pages show the movement from previously reported results prepared under UK GAAP to the
restated results used in these financial statements prepared under IFRS.
The effect of adopting IFRS has no impact on the cash flows previously reported, but has led to a change in the format of the cash flow
statement.
(a) Reconciliation of equity at 1 January 2006
UK GAAP (i) (ii) IFRS
£ £ £ £
Non-current assets
Goodwill 349,013 - - 349,013
Other intangible assets 80,450 - - 80,450
Property, plant and equipment 35,802 - - 35,802
Financial assets 337,625 - - 337,625
Current assets
Inventories 397,380 - - 397,380
Trade and other receivables 1,333,893 - - 1,333,893
Other current assets 319,181 - - 319,181
Cash and cash equivalents 3,387,575 - - 3,387,575
Current liabilities
Trade and other payables (698,647) - - (698,647)
Short-term borrowings (62,743) - - (62,743)
---------- ---------- ---------- ----------
Net assets 5,479,529 - - 5,479,529
------- ------- ------- --------
Equity
Share capital 186,307 - - 186,307
Share premium account 6,075,603 - - 6,075,603
Merger reserve 1,499,766 - - 1,499,766
Share option reserve 28,774 - - 28,774
Profit and loss account (2,310,921) - - (2,310,921)
---------- ---------- ---------- ----------
Total equity 5,479,529 - - 5,479,529
------- ------- ------- --------
See (d) for notes relating to adjustments (i) and (ii).
(b) Reconciliation of equity at 1 January 2007
UK GAAP (i) (ii) (iii) IFRS
£ £ £ £ £
Non-current assets
Goodwill 1,341,061 (360,000) 38,398 - 1,019,459
Other intangible assets 276,250 474,708 - - 750,958
Property, plant and equipment 93,302 - - - 93,302
Financial assets 2,466,136 - - - 2,466,136
Current assets
Inventories 302,301 - - - 302,301
Trade and other receivables 859,664 - - - 859,664
Cash and cash equivalents 565,755 - - - 565,755
Current liabilities
Trade and other payables (804,810) - - - (804,810)
Short-term borrowings (4,160) - - - (4,160)
Current tax payable (8,500) - - - (8,500)
Non-current liabilities
Deferred tax - (132,918) - - (132,918)
-------- -------- -------- --------- --------
Net assets 5,086,999 (18,210) 38,398 - 5,107,187
------- ------ ------- --------
---------
Equity
Share capital 190,231 - - - 190,231
Share premium account 6,417,112 - - - 6,417,112
Merger reserve 1,499,766 - - - 1,499,766
Share option reserve 134,210 - - - 134,210
Foreign currency - - (127,633) (127,633)
translation reserve -
Profit and loss account (3,154,320) (18,210) 38,398 127,633 (3,006,499)
-------- --------- --------
--------- -------
Total equity 5,086,999 (18,210) 38,398 - 5,107,187
------ ------- -------
-------- ------
(c) Reconciliation of profit for the year to 31 December 2006
UK GAAP (ii) (iii) IFRS
£ £ £ £
Continuing operations
Revenue 4,519,350 - - 4,519,350
Cost of sales (3,025,738) - - (3,025,738)
--------- ------- --------- ---------
Gross profit 1,493,612 - - 1,493,612
Administrative costs (2,865,941) - 39,398 (2,826,543)
Finance cost - interest 164,753 - - 164,753
receivable
interest payable (6,023) - - (6,023)
Other operating income 492,470 - 492,470
--------- ------- --------- ---------
Loss before tax (721,129) - 39,398 (681,731)
Taxation (13,847) - - (13,847)
--------- ------- --------- ---------
Loss for the period (734,976) - 39,398 (695,578)
-------- ------- --------- ---------
See (d) for notes relating to adjustments (i), (ii) and (iii).
(d) Notes to the reconciliations
* The Group acquired Envinta Corporation Inc (Envinta) on 8 May 2006. Application of IFRS 3 to this business combination resulted in
identification of the Software licence as an intangible asset. Under IFRS 3 this has been recognised separately in the balance sheet at its
fair value at the date of the combination. Under UK GAAP this intangible asset was subsumed within goodwill. The result of this adjustment
is to decrease goodwill and increase intangible assets by US$930,000 (£500,000) at the date of the combination. At 31 December 2006 the
value of goodwill reduced by £500,000 while that of intangible assets increased by £474,708, with the difference being charged to the
Foreign currency translation reserve. Goodwill was also adjusted for deferred tax of US$260,400 (£140,000) that was provided on the increase
in the value of the intangible asset.
* Goodwill recognised by the Group on the acquisition of Navitas Technologies Limited (Navitas) and Envinta under UK GAAP was being
amortised over a period of 20 years. Under IFRS goodwill is not amortised, but is tested annually for impairment. The goodwill amortisation
charge recognised in accordance with UK GAAP in 2006 has been written back. The result of this adjustment is to reduce the amortisation
charge in the income statement for that year by £39,398, with the carrying value of goodwill being increased correspondingly. The increase
at 31 December 2006 was £38,398 (at the year-end exchange rate), with £10,398 relating to Navitas and £28,000 to Envinta.
* Exchange differences arising after 1 January 2006 on the translation of foreign operations have been transferred to a Foreign
currency translation reserve from the Profit and loss account. The cumulative translation differences on foreign operations as at 1 January
2006, the transition date, are deemed to be nil.
The loss per share is based on a loss of £702,344 (2006 - loss of £695,578 as restated) and on a weighted average number of shares in
issue of 38,046,376 (2006 - 37,932,378). At the year end, there were 10,172,973 share options (2006 - 9,329,483) and 6,000,000 warrants
(2006 - nil) outstanding which, if exercised, could potentially dilute basic earnings per share in the future. These were not included in
the calculation of diluted earnings per share in 2007 or 2006 as in each year the loss per share would be reduced.
The financial information above has been extracted from the Group's Financial Statements for the year ended 31 December 2007 which have
been audited.
The consolidated financial statements of the Group have been prepared in accordance with IFRS while the financial statements of the
parent company, Tersus Energy have been prepared in accordance with UK accounting standards.
The auditors have reported separately on the group and parent company financial statements. The auditors' opinion in both cases in
unqualified but includes the following emphasis of matter:
On Group financial statements:
"In forming our opinion, which is not qualified, we have considered the adequacy of the disclosure made in the Principal Accounting
Policies - Going Concern concerning the Group's ability to continue as a going concern. This disclosure indicates the existence of a
material uncertainty which may cast significant doubt about the Group's ability to continue as a going concern. The financial statements do
not include the adjustments that would result if the Group was unable to continue as a going concern."
On parent company financial statements
"In forming our opinion, which is not qualified, we have considered the adequacy of the disclosure made in the Principal Accounting
Policies - Going Concern concerning the Company's ability to continue as a going concern. This disclosure indicates the existence of a
material uncertainty which may cast significant doubt about the Company's ability to continue as a going concern. The financial statements
do not include the adjustments that would result if the Company was unable to continue as a going concern."
End
This information is provided by RNS
The company news service from the London Stock Exchange
END
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