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Annual Financial Report

28th Jun 2013 12:10

RNS Number : 1451I
RAM Active Media PLC
28 June 2013
 



28 June 2013

RAM ACTIVE MEDIA PLC

("RAM" or the "Company")

Final Results and Notice of AGM

The Company today announces its financial results for the year ending 31 December 2012. The annual report, together with the invitation to the shareholders annual general meeting, to be held on 31 July 2013 at Roxburghe House, 273-287 Regent Street, London, W1B 2AD, will be posted to shareholders today.

 

The following is the chairman's statement extracted from the annual report posted today. For convenience the profit and loss as well as the balance sheet have also been attached. The full annual report will be available on the website shortly.

 

Chairman's Statement

 

Financial Review

The results for the year to 31 December 2012 are disappointing. However the outlook is more positive.

 

Total sales were £1.25m (2011: £2.8m), gross profit £627k (2011: £728k) and the operating loss was £2.4m (2011: £2.8m) after exceptional administrative expenses of £1m. The loss for the year of £3.1m (2011: £3.0m) includes total non-recurring costs and expenses of £1.3m.

 

The latter figure was a combination of RAM Trains operating overheads, share option income, impairment charges on available for sale financial assets, financing fees and goodwill written off on impairment of investments in subsidiaries.

 

Key Performance Indicators

In addition to monthly management accounts the Board uses the following key performance indicators in the management of the key risks of the business and as a measure of business efficiency.

·; Sales performance is measured against plan and against latest expectations and is updated quarterly.

·; Costs are monitored against plan and current needs.

·; Cash is monitored closely to ensure that the company avoids an overdraft at all times. The cash balance at year end was £2,760 (2011: £175,852).

·; The commerciality of each screen and shopping centre is evaluated regularly.

·; Corrective actions are taken during the year where these indicators are not satisfactory.

 

Overview of Operations

RAM Vision

RAM Vision is our digital out of home (DOOH) advertising business. It is established across 39 malls and offers advertising clients access to a footfall of more than 600 million shoppers. Advertising contracts are won both through our in house sales team and through third party contractors.

 

With suitable funding, continuing contract wins, and an increase in its client offerings RAM Vision will develop and strengthen its business in 2013.

 

TrainFX

TrainFX is a joint venture with CETEC Europe Ltd., a subsidiary of the large Chinese conglomerate Changzhou Evergreen Group (CEG) in which RAM has a 30% interest.

 

TrainFX is a market leader in Passenger Information Systems (PIS), an intellectual property holder and developer of "smart" train seating, and has exclusive rights to sell digital media on train contracts won through CETEC.

 

RAM Interactive

RAM Interactive has been set up to develop and exploit newer technologies in the media and advertising field. These areas include bringing 3D screen which can be viewed without special glasses to a wider market, the introduction of a new video platform for mobile phone users, and joint ventures with suppliers of the latest screen technology.

 

Group Financing

Fundraising

In June 2012 the Company raised £1.73m of new equity which met its working capital requirements and helped establish RAM Interactive Limited.

 

Group net equity as at the year end was a negative £413k as compared with a positive £493k at the beginning of the reporting period.

 

Board and Employees

In May 2012 David Binding and Richard Prosser joined the board of the Company and Richard Prosser was appointed as its Chief Executive in May.

 

Post Balance Sheet Date Events

The Company has made significant reductions to its costs and to those of its subsidiaries and associates.

 

In April 2013 David Binding was appointed Chairman and Mark Edmunds and Edward Adams left the board. In May 2013 Tim Baldwin, by that time non-executive director, left the board of the Company as well.

 

In June 2013 the Company placed £300k with an existing shareholder for working capital needs. The Company continues to work on a more substantial equity raising to restructure its balance sheet and to allow it to make the capital investments needed to further its business plan.

 

Outlook

RAM Vision is well placed to enhance its sales force, develop its estate, and pursue greater and better margin advertising sales across that estate.

 

RAM Interactive has developed good working relationships with new technology prospects and anticipates their commercial benefit during the year.

 

TrainFX will benefit from the UK rail franchises' upgrades and new commissions of rolling stock as part the franchises' bids after the lull in the market following the West Coast mainline franchise challenges.

 

David Binding

Chairman

Notice of AGM

The Annual General Meeting of RAM Active Media plc (the "Company") will be held on 31 July 2013 at 10.00am at Roxburghe House, 273-287 Regent Street, London, W1B 2AD. At the shareholders meeting the following resolutions will put before shareholders to vote:

 

Ordinary resolutions:

1. To receive the Report of the Directors and the financial statements for the period ended 31 December 2012.

 

2. To approve the re-election of Richard Prosser as a Director of the Company.

 

3. To approve the re-election of David Binding as a Director of the Company.

 

4. To re-appoint Kingston Smith LLP as the auditors of the Company until the conclusion of the next meeting at which accounts are laid before the Company and to authorise the Directors to agree the remuneration of the auditors.

 

5. To authorise the Directors under Section 551 of the Companies Act 2006 to issue shares up to the aggregate nominal amount equal to the authorised but unissued share capital of the Company

 

Special resolution:

6. Subject to the passing of resolution 5, to authorise the Directors under Section 570 of the Companies Act 2006 to issue shares for cash up to an aggregate nominal amount equal to the authorised but unissued share capital of the Company.

 

 

For further information please contact:

RAM Active Media plc

CEO Richard Prosser, David Binding 0845 154 0222

Libertas Capital Corporate Finance Limited

Sandy Jamieson, Thilo Hoffman 0207 569 9650

 

Appendix:

 

2012

2011

£

£

Continuing operations

Revenue

1,253,374

2,858,415

Cost of sales

(626,211)

(2,130,087)

Gross profit

627,163

728,328

Administrative expenses

(1,892,239)

(3,014,444)

Administrative expenses - exceptional item

(1,082,418)

(771,316)

(2,347,494)

(3,057,432)

Loss on disposal of assets

(97,975)

216,280

Contingent consideration on subsidiary acquisition

(3,500)

-

Operating loss

(2,448,969)

(2,841,152)

Finance income

-

-

Finance costs

(611,006)

(184,401)

Finance costs - net

(611,006)

(184,401)

Share of loss of associate

(76,110)

(17,620)

Loss before income tax

(3,136,085)

(3,043,173)

Income tax expense

-

-

Loss for the year from continuing operations

(3,136,085)

(3,043,173)

Loss attributable to:

Owners of the parent

(3,136,085)

(3,043,173)

Non-controlling interest

-

-

(3,136,085)

(3,043,173)

Earnings per share

Basic earnings per share - continuing and total operations

(6.1)p

(3.9)p

Diluted earnings per share - continuing and total operations

(6.1)p

(3.9)p

 

 

Consolidated statement of comprehensive income

for the year ended 31 December 2012

 

 

2012

2011

 

£

£

Loss for the year

(3,136,085)

(3,043,173)

Other comprehensive income:

 

 

Changes in fair value of available for sale financial assets

(55,556)

(62,825)

Other comprehensive income for the year, net of tax

(55,556)

(62,825)

Total comprehensive income for the year

(3,191,641)

(3,105,998)

Attributable to:

 

 

Owners of the parent

(3,191,641)

(3,105,998)

Non-controlling interest

-

-

Total comprehensive income for the year

(3,191,641)

(3,105,998)

 

2012

2011

£

£

Assets

Non-current assets

Property, plant and equipment

724,766

442,297

Intangible assets

175,222

1,099,487

Investment in associate

87,526

163,636

Available for sale financial assets

512,860

68,416

1,500,374

1,773,836

Current assets

Trade and other receivables

967,061

562,429

Cash and cash equivalents

2,760

175,852

969,821

738,281

Total assets

2,470,195

2,512,117

Equity

Capital and reserves attributable to equity holders of the Company

Ordinary shares

4,982

2,673,930

Deferred shares

14,960,585

9,983,447

Share premium account

18,431,670

18,376,670

Merger reserve

68,500

65,000

Shares to be issued reserve

692,500

773,691

Retained earnings

(34,571,016)

(31,379,375)

Non-controlling interest

-

-

Total equity

(412,779)

493,363

Liabilities

Non-current liabilities

Borrowings

160,966

92,811

160,966

92,811

Current liabilities

Trade and other payables

1,536,456

1,329,237

Borrowings

1,185,552

596,706

2,722,008

1,925,943

Total liabilities

2,882,974

2,018,754

Total equity and liabilities

2,470,195

2,512,117

Share

Share

Retained

Sharesto be issued

Merger

Non-controlling

Total

capital

premium

earnings

reserve

reserve

Total

interest

equity

£

£

£

£

£

£

£

£

Balance at1 January 2011

11,197,502

16,546,420

(28,600,649)

634,663

327,272

105,208

-

105,208

Loss for year

-

-

(3,043,173)

-

-

(3,043,173)

-

(3,043,173)

Re-classification of reserves of disposed subsidiaries

-

-

327,272

-

(327,272)

-

-

-

Other comprehensive income:

Changes in fair value of available for sale financial assets

-

-

(62,825)

-

-

(62,825)

-

(62,825)

Transactions with owners:

Issue of share capital

1,459,875

1,919,125

-

35,000

65,000

3,479,000

-

3,479,000

Costs of issue of share capital

-

(88,875)

-

-

-

(88,875)

-

(88,875)

Share options issued

-

-

-

128,859

-

128,859

-

128,859

Convertible loan-equity component

-

-

-

(24,831)

-

(24,831)

-

(24,831)

Balance as at31 December 2011

12,657,377

18,376,670

(31,379,375)

773,691

65,000

493,363

-

493,363

Balance as at1 January 2012

12,657,377

18,376,670

(31,379,375)

773,691

65,000

493,363

-

493,363

Loss for year

-

-

(3,136,085)

-

-

(3,136,085)

-

(3,136,085)

Other comprehensive income:

Changes in fair value of available for sale financial assets

-

-

(55,556)

-

-

(55,556)

-

(55,556)

Transactions with owners:

 

 

 

 

 

 

 

 

Issue of share capital

2,308,190

55,000

-

(35,000)

3,500

2,331,690

-

2,331,690

Share options issued

-

-

-

(59,927)

-

(59,927)

-

(59,927)

Convertible loan-equity component

-

-

-

13,736

-

13,736

-

13,736

Balance as at31 December 2012

14,965,567

18,431,670

(34,571,016)

692,500

68,500

(412,779)

-

(412,779)

2012

2011

Note

£

£

Cash flows from operating activities

Loss before tax

(3,191,641)

(3,105,998)

Adjustments for:

Depreciation

7, 8

203,226

190,268

Goodwill impairment

8

846,603

983,404

Equity-settled share-based payment transactions

14

(59,927)

128,859

Share of loss from associate

9

76,110

17,620

Net finance income recognised in profit or loss

23

611,006

184,401

Change in value of available for sale financial assets

10

55,556

62,825

Loss on disposal of equipment/fixtures and fittings

7

47,995

50,349

Loss/(Profit) on disposal of intangibles

8

49,980

(130,091)

Profit on disposal of financial assets

6

-

(92,308)

Contingent consideration on subsidiary acquisition

3,500

-

Loss on write off of investment

6

235,815

-

(1,121,777)

(1,710,671)

Changes in working capital:

Increase in inventories

-

471,221

Increase in trade and other receivables

199,367

404,552

Increase/(decrease) in trade and other payables

16

207,219

(1,053,127)

Cash used in operations

(715,191)

(1,888,025)

Interest paid

(146,554)

(184,401)

Net cash used in operating activities

(861,745)

(2,072,426)

Cash flows from investing activities

Proceeds from sale of investment

-

125,641

Proceeds from sale of subsidiary

-

33,000

Acquisition of equipment/fixtures and fittings

(380,008)

(150,572)

Acquisition of subsidiary net of cash

-

73

Net cash used in investing activities

(380,008)

8,142

Cash flows from financing activities

Proceeds from issue of shares

13

502,375

3,225,125

Proceeds from borrowings

927,777

300,000

Repayment of other short-term loans

(361,491)

(1,725,904)

Net cash generated from financing activities

1,068,661

1,799,221

Decrease in cash equivalents

(173,092)

(265,063)

Cash and cash equivalents at beginning of year

175,852

440,915

Cash and cash equivalents at end of year

2,760

175,852

 

 

The financial information in this announcement does not comprise statutory accounts for the purpose of Section 435 of the Companies Act 2006 for the years ended 31 December 2011 or 2012. It has been extracted from the Company's consolidated accounts for the period to 31 December 2012 which are audited.

 

Whilst the information in this announcement has been prepared in accordance with recognition and measurement criteria of International Financial Reporting Standards (IFRS) this announcement in itself does not give sufficient information to comply with IFRS.

 

Going concern

During the year the Group made a loss of £3,136,085 and its current liabilities exceeded its current assets by £1,752,187. Group liabilities exceeded assets resulting in an overall balance sheet deficit position of £412,779. The Board has a strategic plan for the next 3 years which sees the Group move towards significant profitability. Central to this are an increase in the RAM Vision estate whilst maintaining or improving the level of advertising revenue, the development of RAM Interactive; and the increased national and international opportunities following the restructuring of TrainFX.

As set out in the Chairman's Statement the Group has successfully raised £300k for working capital needs. The Group continues to work on a more substantial equity raising to restructure its balance sheet and to allow it to make the capital investments needed to further its business plan. The Directors believe that this will secure the Group's financial future as the strategic plan for the next 3 years requires limited equity funding. The Group has made significant reductions to its costs and to those of its subsidiaries and associates.

Whilst the Directors are presently uncertain as to the outcome of the fundraising, they believe that it is appropriate for the financial statements to be prepared on the going concern basis having considered the forecasts for the twelve-month period from the date of signing these financial statements and believe that the Group's financial resources will be sufficient to enable the Group to continue in operation for the foreseeable future after taking into account the successful and planned fundraising. The financial statements do not include any adjustments that would result if the Group is unable to continue as a going concern.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FR SELFSAFDSEIM

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