28th Jun 2013 12:10
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.
Related Shares:
RAM.L