Tern Plc : Final Results
17 February 2017
Final results for the year ended 31 December 2016
Tern Plc (AIM:TERN; www.ternplc.com) the investment company specialising in the Internet of Things is pleased to announces its final results for the year ended 31 December 2016.
- Achieved a 560% uplift in net asset value and a profit for the year for Tern
- Our investee company, Device Authority, acquired a venture backed Silicon Valley technology company with a base of operations in North America and 9 patents to strengthen the business
- Completed our first sale of a business and its assets, Concerto, to Ingram Micro
- Led a £2.5 million investment into Device Authority in October 2016, strengthening our ownership position.
- Finances further strengthened:
- Total assets 2016: £11,464,696 (2015: £1,825,261)
- Net assets 2016: £11,187,739 (2015:£1,691,881)
- Profit/(loss) 2016: £5,296,633 (2015:£(185,121))
Commenting on the results, Al Sisto, Chairman of Tern, said:
"2016 was a pivotal year for Tern, with the Company reaching several key business milestones whilst also undergoing significant, positive change. As a result, we enter the new year with a sharpened investment focus and a management team that has been realigned to play to its strengths.
Going forwards, we see a great deal of growth potential in our flagship investment, Device Authority, as well as the wider Internet of Things ecosystem, and I look forward to reporting progress on both fronts in the coming months.
I would like to take this opportunity to thank all of our shareholders for their support and enthusiasm, our portfolio employees for their commitment, and our Directors for their dedication to the Company and its mission."
| Tern plc |
Al Sisto/ Sarah Payne
|Tel: 020 3807 0222|
(NOMAD and broker)
Mike Coe / Ed Allsop
Tel: 0117 945 3470
Nick Lovering/ Francis North
Tel: 020 7659 1234
I am pleased to present our annual report for the fiscal year ended 31 December 2016. Over the course of the year, the Tern team began executing on the next phase of its business model, designed to create a sound financial structure and to establish a platform for sustainable growth. I am gratified to report that we have accomplished these objectives. In 2016, Tern achieved a 560% uplift in net asset value and recognised a profit for the year, whilst controlling administrative expenses (£455,000 for the year after deducting one-time costs of £155,000 which include exceptional legal costs, write off of the Device Authority facility fee on the convertible loan note and non-recurring advice relating to fund raising activities). We focused on working closely with our portfolio companies to bring them in-line with best operating practices, creating strategic force multiplying relationships and controlling expenses to ensure growth and continuous value creation.
Tern's fundamental goal is to find interesting technology opportunities that lead to significant returns and create value for shareholders. In 2016, the Board of Directors and management focused on two primary objectives: firstly, we took a hard look at our capabilities, with the result that we sharpened the focus of our investment strategy. Then, to successfully position the company to execute this investment strategy, we aligned our
management structure, our investment portfolio, and identified additional 2017 initiatives that would help us bring these plans to fruition. Secondly, in 2016 the Board focused on ensuring that Device Authority Limited (formerly Cryptosoft Limited) was positioned for success in the rapidly evolving Internet of Things ("IoT") market. Beginning with the acquisition of Fremont-based Device Authority Inc. by Cryptosoft Limited, we worked with management to define and execute a series of strategic initiatives which included the development of a series of valuable, mutually beneficial relationships with a number of the world's leading technology companies, and additional actions detailed below.
Tern's investment strategy
Tern now focuses on building companies with technologies and services within the fast-growing Internet of Things market. This reflects our assessment of where we see potential and where we believe our assets and experience can add value to companies and ultimately create strong returns for shareholders. The increasing need for unique security solutions to underpin the growth of the IoT applications is widely recognised and in 2016, Device Authority Limited ("Device Authority"), Tern's flagship investment, was repeatedly recognised by industry experts and analysts as a core participant. Our experience with Device Authority puts us in a strong position to seek out and build companies in other areas of the IoT market. In working with Device Authority, we have gained practical knowledge of what is required to successfully build a company in the space, substantial expertise in the IoT ecosystem and a web of relationships with a number of the world's leading technology companies.
The Board concluded that, as an experienced technology company executive, I would serve as the most effective leader for the Company. In making this decision, the Board placed particular emphasis on several broad aspects of my background: experience as a senior operating executive at technology companies, board level participation in the growth of many successful technology start-ups, practical knowledge of the IoT ecosystem developed over the past two years as the Chairman of Device Authority, and resulting high-level relationships with executives at technology companies now involved in the IoT market. In realigning our management, the Board also recognised that the Company would benefit from additional senior-level expertise in technology. As a result, we anticipate recruiting in 2017 a Chairman for the Board who will bring skills and experiences that are complementary to the Board. The Board and I would like to thank Angus Forrest, who previously served as Chairman and founder of Tern, for bringing us to this stage of our development. Angus brings a wealth of transactional management expertise to the Company and will continue to oversee this critical aspect of Tern's activities.
Device Authority: Poised for growth
In 2016, Tern's management team worked extensively with the management of Device Authority, our flagship investment, to ensure it is positioned for success in 2017 and beyond. During 2015 and into 2016, Cryptosoft Limited and Device Authority Inc (a United States based firm, whose owners include Alsop Louie Partners, one of the leading venture capital firms in Silicon Valley) established ever deeper ties through an OEM partnership. As the complementary capabilities of the two business became clear, it was agreed that a merger was in the best interests of both companies and their shareholders. Additionally, with Device Authority Inc's headquarters in Fremont, CA, and Cryptosoft's headquarters in Bracknell, the combined firm would have a strong presence in two critical hubs for IoT and exposure to prospective customers and partners. In April 2016, Cryptosoft announced the acquisition of Device Authority Inc and chose to use the Device Authority name as the continuing brand. The resulting company, Device Authority Limited, was valued at £13.6 million (post new money) and represented an increase in the asset value of Cryptosoft to £6.1 million (pre new money) on the 21 April 2016 from £961,439 at 31 December 2015. The new Device Authority Limited realised several milestones in 2016 that are noteworthy. They included: (1) The company reported its first significant customer, a key goal outlined in last year's annual report; (2) Device Authority's Internet of Things Security Solution has been formally reviewed and analysed, and deemed effective by a number of the world's leading analysts and technology companies, including Gartner, PTC's ThingWorx, Intel, and Dell, amongst others. This included being named a Gartner "Cool Vendor."
Rationalising the investment portfolio
In June 2016, Tern made an offer to buy certain assets of Flexiant Limited for £75,000. Tern was an early stage investor in Flexiant Limited. The 2016 purchase price included two divisions of Flexiant Limited, Concerto and what is now flexiOPS Limited (previously Flexiant Research), a profitable technology consulting company. We believe that flexiOPS may be the source of valuable technology expertise to assist current and future Tern portfolio companies. In November 2016, the Company announced that it completed the sale of the assets and business of Concerto, a multi cloud management software business, to Ingram Micro, the world's largest technology distributor and a leading technology sales, marketing and logistics company for the IT industry worldwide. The total consideration was $500,000 in cash, payable $425,000 on completion with $75,000 at the end of 12 months. Tern acquired Concerto alongside Flexiant Research in June 2016 for a combined total of £75,000 in cash. The valuations of the two businesses were not disclosed separately at the time of the acquisition. The Board believes the sale of Concerto represented good value, and the realised funds are being used to create new opportunities. Tern retains its stake in flexiOPS Limited which remains profitable. The sale of Concerto is our first portfolio company exit and represents an overall profit, net of all costs on this sale of £150,043, while still retaining the profitable flexiOPS.
Year-end funding and related activities
In October 2016, the Company announced that it had invested £2 million in Device Authority Ltd, as the lead investor in a £2.5 million funding round. Alsop Louie Partners and all existing A Preference shareholders also participated and took up their pro-rata share. Following this fund-raising Tern now owns 56.9% of the issued capital of Device Authority Ltd and 50.6% of the A preference shares. The funding is being used to expand Device Authority's sales and marketing teams to respond to their new and growing go to market partnerships and to meet the increased demand in the Industrial and Healthcare IoT markets. In addition, Device Authority is expanding its development team to accelerate product development and innovation in its recently launched KeyScaler(TM) IoT security platform. We believe that the benefits of this strengthened financial position and increased ownership, will ensure that Device Authority and Tern can each execute on their respective strategies and subsequently yield superior results for our shareholders.
Moving into 2017 and beyond
For Tern, 2016 was, in many ways, a period where we put the final building blocks in place to position the Company for success. With much of this positioning now in place, we approach 2017 with optimism and confidence.
Events after the operating period
On 31 January 2017 Device Authority was pleased to announce the appointment of George Samenuk to the Device Authority board as a non-executive Director. George Samenuk, is the former Chairman and CEO of McAfee (NYSE: MFE), the world's largest dedicated software security business. Mr Samenuk has served on the boards of Symbol Technologies (sold to Motorola for $3.9 billion) and other privately-owned companies. He also spent over twenty years at IBM, holding a variety of executive positions and ended his career there as General Manager of the Americas, responsible for $45 billion in revenue.
Finally, I would like to thank all of our shareholders for the support and enthusiasm, all our portfolio employees for their commitment and our Directors for their dedication to the Company and its mission
17 February 2017
The Company is positioned as a quoted platform to invest in, develop and sell private software companies with proven technology, based in the UK but with global opportunities and ambition. These businesses are predominantly in the cloud, Internet of Things and mobile sectors. A more detailed review of the activity and progress of the business, including the portfolio of investments, is contained in the Chairman's Statement and Investment Report, which form part of the Strategic Report.
As explained in the Chairman's Statement the Company has undertaken a series of initiatives to position the Company for lasting success and has continued to build a portfolio of investments and a pipeline of investment opportunities in IoT enablement. It is also in the process of recruiting a new Chairman to bring further technology experience to the Board.
Key performance indicators
Whilst the Company currently has limited investments in unquoted companies, as referred to above, the Company's principal activity is that of investing in companies. Accordingly, the Company's financial Key Performance Indicators (KPIs) are the return on investments and the net assets position of the Company including net assets per share. These indicators are monitored closely by the Board and the details of performance against these are given below.
· The return on investments:
· Realised - Concerto was sold in November 2016 for $500,000 with direct costs, including investment cost, of £98,811, resulting in a profit after all costs of £150,043.
· Unrealised - Device Authority Limited, Push Technology Limited and Seal Software Group Limited have been revalued in line with IFRS to a level consistent with recent fund raisings. The unrealised gain on Device Authority Limited has arisen due to the acquisition of Device Authority Inc by Device Authority Limited (formerly Cryptosoft Limited). Device Authority is an early stage business in an emerging market where there is a lack of comparative businesses available on which to provide a comparable valuation and therefore valuation was based on the price of shares in the most recent fund raise, which is taken as fair value and an unrealised gain of £6.1 million was recognised.
· The net assets of the Company at 31 December 2016 totalled £11,187,739 (2015: £1,691,881). The net assets per ordinary share as at 31 December 2016 were 9.44p (2015: 2.70p).
The Company has non-financial KPIs which are also monitored regularly by the Board. These non-financial KPIs are focused around the number and quality of investment opportunities seen and the impact on the pipeline.
Principal business risks and uncertainties
The management of the business and the nature of the Company's strategy are subject to a number of risks. The directors have set out below the principal risks facing the business. Where possible, processes are in place to monitor and mitigate such risks. The Company operates a system of internal control and risk management in order to provide assurance that the Board is managing risk whilst achieving its business objectives with the assistance of the Audit Committee. No system can fully eliminate risk and, therefore, the understanding of operational risk is central to the management process. Identifying, evaluating and managing the principal risks and uncertainties facing the Company is an integral part of the way the business operates. The Company has policies and procedures in place throughout its operations, embedded within the management structure and as part of the normal operating processes. Market and economic conditions are recognised as one of the principal risks in the current trading environment. This risk is mitigated by the close monitoring of trading conditions and the performance of the Company's investment portfolio. The Company is affected by a number of risks and uncertainties, not all of which are wholly within its control as they relate to the wider macroeconomic and legislative environment within which the Company operates.
To enable shareholders to appreciate what the business considers are the main operational risks, they are briefly outlined below:
|Reliance on key people|| |
The Company is unable to retain key individuals
| || The Company offers a remuneration package designed to attract, motivate and retain key individuals. |
Key individuals in the investment companies are offered an attractive remuneration package and either shares or share option incentives
|Investment risk|| An investment fails to perform as anticipated: |
· Investee companies may be operating in highly competitive markets with rapid technological change
· Investee companies may be companies in early stage of commercial development. Generation of significant revenues is difficult to predict and not guaranteed.
| || The Company actively takes an influential role in the strategic direction of its investments and monitors all investments regularly, |
The Company's strategy has been formulated by the management team with a strong track record of generating gains from early stage companies within the technology sector.
The Company is building a portfolio of investments to insulate itself against poor performance of any one.
|Liquidity||The Company is unable to raise new funds|| ||The Company will maintain sufficient cash balance to finance itself for a prudent period, or ensure that it has access to funds.|
Assessment of business risk
The Board regularly reviews operating and strategic risks, with the assistance of its committees. The Company's operating procedures include a system for reporting financial and non-financial information to the Board including:
· reports from management with a review of the business at each Board meeting, focusing on any new decisions/risks arising;
· reports on the performance of investments;
· reports on selection criteria of new investments;
· discussion with senior personnel; and
· consideration of reports prepared by third parties.
17 February 2017
The Company's current investment portfolio consists of the following investments, all of which are unquoted:
|Device Authority Limited|
|Market segment: Data Security software|
| Equity ownership: 56.9% 'A' Shares || Cost: £4.34 million || Valuation: £10.47 million |
|Valuation is based on the price of shares in the most recent fund raise, which is taken as fair value.|
Device Authority Limited (formerly Cryptosoft Limited) is an Internet of Things (IoT) security automation company. Device Authority provides simple, innovative solutions to address the challenges of securing applications and their devices while using the Internet with a robust, end-to-end security architecture that delivers efficiencies at scale. The Device Authority KeyScaler(TM) IoT security platform is purpose-built to address these challenges through automated device provisioning, credential management, secure updates and policy-driven data encryption.
In April 2016 Cryptosoft Limited acquired Device Authority Inc. based in Fremont, CA. Subsequently Cryptosoft Limited changed its company name to Device Authority Limited. Post the acquisition, progress has been made throughout 2016 to strengthen the management team within Device Authority including a new Chief Technology Officer and Financial Controller. The acquisition of the Device Authority Inc technology has enhanced the software offerings from Cryptosoft. DeviceAuthority Inc software adds policy driven key and certificate management, to Cryptosoft's original IoT data security software platform.
In Q4 2016, Device Authority Limited launched the merged software platform KeyScaler. The goal of the integrated solution is to deliver rapid security automation and active security posture enforcement to address the new and evolving security challenges of the IoT market. The KeyScaler platform allows customers to securely register, provision and update their devices through active, policy-based security controls which are designed to protect IoT applications and services. Device Authority Limited have also adapted the software to integrate seamlessly with several of its Go-to-Market partners, including PTC's ThingWorx Platform, Intel, DigiCert, Dell, Cumulocity and others. Specific details, videos and white papers can be reviewed on the Device Authority Limited website.
Device Authority Limited will continue to focus on building its contract base and device registrations, as well as developing its strategic alliances and OEM integration of the KeyScaler platform. Focus is also being driven to the thoughts around developing a white labelled version of KeyScaler and co-branding with other IoT platform providers.
Key announcements in 2016 included:
For more information visit: www.deviceauthority.com
|Market segment: Project management of research and innovation projects in technology|
| Equity ownership: 100% ||Cost: £37,500*||Valuation: £37,500|
|* Cost is 50% of the purchase price of two business units flexiOPS and Concerto. Concerto was sold in 2016. Valuation is based on cost, which is taken as fair value.|
flexiOPS Limited ("flexiOPS") , was an established business unit of Flexiant Limited. It runs project management and innovation technology projects with associated grant funding, many of these projects are incorporated in the Flexiscale Technologies Limited FCO product. It works across a portfolio of projects including Horizon 2020, the European Commission's EU Framework Programme for Research and Innovation, whose purpose is securing Europe's global competitiveness.
flexiOPS will work with other Tern portfolio companies on their innovation projects together with sourcing associated grant funding.
For more information visit: www.flexiops.com
|Push Technology Limited|
|Market segment: Data distribution software|
| Equity ownership: <1% ||Cost: £120,197||Valuation: £34,205|
|Valuation is based on the price of shares in the most recent fund raise, which is taken as fair value.|
Push Technology Limited ("Push") significantly enhances the ability of organisations to communicate in real-time. This includes direct communication as well as indirect for example by refreshing data displayed information in real time rather than when a user explicitly asks for an update. Interactive applications are infinitely more engaging, updating in real-time as new data becomes available.
Key announcements in 2016 included:
For more information visit: www.pushtechnology.com.
|Seal Software Group Limited|
|Market segment: Database Analytics and Search software|
| Equity ownership: <1% ||Cost: £50,000||Valuation: 62,714|
|Valuation is based on the price of shares in the most recent fundraise, which is taken as fair value.|
Seal Software Group Limited ("Seal") specialises in writing software which performs complex analysis of contractual data. Seal Software is specifically designed to locate and examine contractual documents and extract and present key contractual information related to language, clauses, clause combinations, and the significant contextual metadata held within them.
In 2016 Seal unveiled a new version of its leading contract discovery and analytics solution called Version 5.0. The new version introduces two major capabilities, the first called "Analyse This Now" (ATN) and the second is User Driven Machine Learning (UDML). Both are designed to empower business users, putting more of the capabilities of Seal in their hands, and removing work from legal operations or other administrative resources. Version 5 reduces the costs, and speeds the time for many contract management and analysis processes.
In 2016 the notable events included:
Customers include Dropbox, Microsoft, Bosch, hp, Merck, Vodafone and many other multi-national organisations.
For more information visit: www.seal-software.com
| Income Statement and Statement of Comprehensive Income |
For the year ended 31 December 2016
|Sale of investment||383,489||-|
|Movement in fair value of investments||5,758,480||63,492|
|Cost of investment sold||(98,811)||-|
|Share based payment charge||(191,299)||(99,523)|
|Profit/(Loss) before tax||5,296,633||(185,121)|
|Profit/(Loss) for the period||5,296,633||(185,121)|
|Since there is no other comprehensive income, the loss for the period is the same as the total comprehensive income for the period.|
EARNINGS PER SHARE:
|Basic profit/(loss) per share||6.4 pence||(0.37) pence|
|Fully diluted profit/(loss) per share||6.4 pence||(0.37) pence|
| Statement of Financial Position |
As at 31 December 2016
| Investments held for trading |
Loans to investee companies
| 10,601,330 |
| 810,350 |
|Trade and other receivables||100,515||117,042|
|Cash and cash equivalents||762,851||278,456|
|EQUITY AND LIABILITIES|
|Loan note equity reserve||20,650||20,650|
|Share option and warrant reserve||1,088,595||897,296|
|Trade and other payables||172,517||35,986|
|TOTAL CURRENT LIABILITIES||172,517||35,986|
|TOTAL NON-CURRENT LIABILITIES||104,440||97,394|
|TOTAL EQUITY AND LIABILITIES||11,464,696||1,825,261|
| Statement of Changes in Equity |
For the year ended 31 December 2016
|Share||Share|| Loan note |
|Option and warrant||Retained||Total|
|Balance at 31 December 2014||1,310,613||7,563,193||53,624||797,773||(8,781,572)||943,631|
|Total comprehensive income||-||-||-||-||(185,121)||(185,121)|
|Transactions with owners|
|Issue of share capital||3,505||865,243||-||-||-||868,748|
|Share issue costs||-||(34,900)||-||-||-||(34,900)|
|Transfer on conversion of convertible loan notes||-||-||(32,974)||-||32,974||-|
|Share based payment charge||-||-||-||99,523||-||99,523|
|Balance at 31 December 2015||1,314,118||8,393,536||20,650||897,296||(8,933,719)||1,691,881|
|Total comprehensive income||-||-||-||-||5,296,633||5,296,633|
|Transactions with owners|
|Issue of share capital||11,152||4,210,311||-||-||-||4,221,463|
|Share issue costs||-||(213,537)||-||-||-||(213,537)|
|Share based payment charge||-||-||-||191,299||-||191,299|
|Balance at 31 December 2016||1,325,270||12,390,310||20,650||1,088,595||(3,637,086)||11,187,739|
The amount subscribed for shares at nominal value.
This represents the excess of the amount subscribed for share capital over the nominal value of the respective shares net of share issue expenses.
Loan Note Equity Reserve
This represents the equity component of convertible loans issued
Option and Warrant Reserve
This represents the calculated value of the options and warrants issued
Cumulative loss of the Company.
| Statement of Cash Flows |
For the year ended 31 December 2016
|Net cash used in operations||(64,729)||(79,159)|
|Purchase of investments||(3,460,000)||(114,880)|
|Loan to investee companies||-||(610,000)|
|Net cash used in investing activities||(3,460,000)||(724,880)|
|Proceeds on issues of shares||4,217,500||720,000|
|Share issue expenses||(213,537)||(34,900)|
|Proceeds from exercise of warrants||3,963||10,748|
|Repayment of loan stock||-||(50,000)|
|Net cash from financing activities||4,009,124||648,221|
|Increase/(decrease) in cash and cash equivalents||484,395||(155,818)|
|Cash and cash equivalents at beginning of year||278,456||434,274|
|Cash and cash equivalents at end of year||762,851||278,456|
|1.||BASIS OF PREPARATION|
| The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRSs) adopted by the European Union (EU)and therefore the financial statements comply with Article 4 of the EU IAS Regulation. |
IFRS is subject to amendment and interpretation by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC) and there is an ongoing process of review and endorsement by the European Commission. The financial statements have been prepared on the basis of the recognition and measurement principles of the IFRS that were applicable at 31 December 2016.
The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results may ultimately differ from those estimates.
The financial statements have been prepared on the historical cost basis. Historical cost is generally based on the fair value of the consideration given in exchange for the assets. The principal accounting policies set out below have been consistently applied to all periods presented, except where stated.
In accordance with IFRS 10, par 4 the Company has taken the exemption not to present consolidated financial statements as it is an investing company and measures all of its investments at fair value through the income statement.
|2.||EARNINGS PER SHARE|
|Profit/(Loss) for the purposes of basic and fully diluted earnings per share||5,296,633||(185,121)|
|Weighted average number of ordinary shares:|
|For calculation of basic earnings per share||82,298,281||49,375,127|
|For calculation of fully diluted earnings per share||82,298,281||49,375,127|
|Earnings per share:|
|Basic earnings/(loss) per share||6.4 pence||(0.37 pence)|
|Fully diluted earnings/(loss) per share||6.4 pence||(0.37 pence)|
|3.||Annual General Meeting (AGM)|
|The annual report will be available from the company website from 17 February 2017 and will be posted to shareholders on or before 24 February 2017. The annual report contains a notice of the AGM which will be held at 9.30am on 16 March 2017 at the offices of Reed Smith, The Broadgate Tower, 20 Primrose Street, London, EC2A 2RS.|