30th Jun 2011 10:57
For immediate release 30 June 2011
RAM INVESTMENT GROUP PLC
("RAM" or the "Company")
PRELIMINARY RESULTS
RAM Investment Group, the AIM-listed investor in digital technologies, announces its preliminary results for the 12 months ended 31 December 2010.
Highlights:
·; Takeover of TrainFX completed
·; Successful renegotiation of RAM Vision contracts
·; Group businesses became revenue generating
·; Gross profit £594,591 (2009: £136,155)
·; Loss before tax £3.24m (2009: £1.85m)
·; Up to £1m of non-recurring costs absorbed
RAM Chairman Tim Baldwin said: "Last year was one of major progress for the Group albeit not without its problems. We continued to pursue our strategy of developing RAM Vision and acquiring the remaining equity interest in TrainFX".
"Both companies became revenue generating in the year. TrainFX recorded its first material revenue after a number of years in research and development and RAM Vision its first revenue as a brand new company".
"The measures the Board has announced alongside the publication of these results are aimed at putting the business on a sound financial footing. They will give the Company a strong balance sheet, and ensure the cash generated can be used to reinvest in the business and lead to the payment of dividends in the future".
"The current year will prove a pivotal one in the growth of the Company. Current trading is in line with expectations and both businesses are scaleable on relatively fixed overhead with good gross margins. We now feel confident that we have created a platform for creating a profitable Group in the next few years that will provide long term value for shareholders".
-ends-
For further information please call:
Tim Baldwin RAM Investment Group plc 0207 518 4303
Sandy Jamieson Libertas Capital Corporate Finance Limited 0207 569 9650
Jon Levinson Rivington Street Corporate Finance Limited 0207 562 3357
Chairman's Statement
Overview
Last year was one of major progress for the Group albeit not without its problems. We continued to pursue our strategy of developing RAM Vision Limited ("RAM Vision") and acquiring the remaining equity interest in TrainFX Limited ("TrainFX").
We completed a lengthy AIM compliant reverse takeover of TrainFX in September 2010 by acquiring the remaining 50.1% of the equity which we did not own. Having brought the assets that make up RAM Vision out of administration, we successfully renegotiated its contracts with its existing clients and major property owners.
Both companies became revenue generating in the year. TrainFX recorded its first material revenue (after a number of years in research and development) and RAM Vision its first revenue as a brand new company.
Despite the positive progress in building the Group, the year was not without its challenges as the pre-tax loss of £3.3 million demonstrates. However, up to £1 million of that loss is due to non-recurring costs incurred for reverse takeover costs, legal and professional fees, financing fees, sales and marketing consultancy costs, share options cost and impairment of available for sale financial assets.
On the revenue side we undershot expectations due to unforeseen circumstances as certain contracts awarded to TrainFX which should have started to yield payments in the last quarter of 2010 were subsequently rescheduled due to the programme of roll out being delayed. However, this does mean that the first half of 2011 has benefited from that revenue dropping into this year. In addition RAM Vision underperformed in relation to sales expectations for 2010, albeit it had a stronger performance in comparison to the previous year using the same assets base. A change in management and in the sales department has had a positive impact on the business in the first half of 2011.
The Company raised £2.5 million a mixture of debt and equity during the year to build, develop and acquire these businesses despite a very tough market to raise equity capital for small businesses, particularly for the digital out of home sector. We now feel confident that we have created a platform for creating a profitable Group in the next few years that will provide long-term value for shareholders. Our strategy will remain focused on the construction of a digital technology and media platform that can be used across the travel, retail and leisure sectors.
Whilst the businesses are showing solid progress in 2011 with a bright outlook ahead, the Group has been travelling with too much debt on the balance sheet for an early stage business. As a consequence this has constrained growth and caused some prospective investors to not invest and give grounds for our competitors to attack us.
The measures your Board has announced alongside the publication of these results are aimed at putting the business on a sound financial footing as it continues to grow in the years ahead and deal with the issues above. They will give the Company a strong balance sheet, and ensure the cash generated can be used to reinvest in the businesses and lead to the payment of dividends in the future.
The Company also recognises that the name of the holding company is outdated and does not represent the nature of the business and we are therefore seeking shareholder approval to change the name to RAM Active Media at the forthcoming AGM. The Company was reclassified this year into Media and Media broadcasting.
RAM Vision
The Board was not pleased with the revenue performance of RAM Vision during 2010 but satisfied with the developing foundations of the business in its 14 months of operation. Steps were taken to improve the revenue performance in the early part of the year and these are bearing fruit.
Contracts of the original business bought out of administration were successfully renegotiated. These contracts are for its Digital out of Home ("DOOH") advertising business trading across 62 locations within the UK and offering an annual footfall of more than 650 million. This has led to major global brands advertising with us including Coca Cola, Mars, Intel, BT, American Express, Microsoft, SONY, Paramount and Universal Pictures. These contracts were won both through our in-house sales team and working in partnership with large agencies.
Towards the end of the year the Company announced a partnership and supply agreement with MMD-Philips for the new generation of iconic video walls. These are currently being rolled out and will help us achieve our objective of enhancing the estate by seeking contracts with other mall owners in 2011 and beyond. Our roll out strategy has been predicated on finding suitable funding and the Company is in advanced stages of contract negotiations to find an off balance sheet finance structure to allow this to accelerate.
Around the same time we also announced we were in talks with a potential partner to market a 3D advertising screen system viewable without glasses. At the start of this year we were able to announce a joint venture with Free Ray, the Dubai-based sole distributor of Tridelity, the German screen manufacturer which has developed a 3D format that does not need the use of glasses. Free Ray is to invest around £1.5 million capital expenditure into the project and we are projecting gross sales of £600,000 in the first year of critical mass deployment. Screens have arrived in the UK and are being deployed.
RAM Vision is now a leading player in the growing digital out of home advertising sector which itself is a growth market. We believe the platform is now set for growth in the years ahead. The business is expected to be self sustainable through the last quarter of 2011 but this will in part be dependent on economic conditions. The Company has the ability to scale without the need to increase materially its overheads.
TrainFX
TrainFX is a dominant player in its specialist market of providing digital communication solutions to the rail industry. Its leading edge technology includes Passenger Information, Communication and Security Systems ("PICS"). The PICS system has been engineered for both the new build and retrofit rail markets. In the current age of austerity it is the retrofit market that is driving the business forward.
TrainFX secured some £2.5 million of contracts for the retrofit of passenger information systems with leading companies such as First Great Western, WABTEC (Southern Railway), Chiltern and LNWR Arriva Wales. With European legislation requiring that all trains must conform to Passengers with Reduced Mobility ("PRM") regulations systems by 2020, we are confident of winning more contracts in the UK.
As mentioned above the contract had a delayed start to the programme. This subsequently led to payments being deferred from the end of 2010 to the first quarter of 2011. Even so 2010 was one of success in negotiating contracts with train operating and rail stock companies from a standing start.
The Company continues to develop its innovative technology and now has a series of products ready to be rolled out including an energy metering system which will help rail companies monitor their energy usage and carbon emissions. The Company has also added to the portfolio a passenger counting solution which has already been purchased and installed and is operational on the Southern Rail Train Operating Fleet. The scale of the available market to us is substantial and the Company is confident of winning a reasonable share of this market on cost and technological innovation. TrainFX has absorbed more capital than originally expected due to delays but the business is close to being self sustainable and is very scaleable on a modest overhead.
Employees
The Company could not have made the major progress it has without the dedication and commitment of its employees. The Group employs people with a broad depth and range of excellent skills covering engineering, creative digital media, finance and sales and marketing. The Board wishes to thank them for their efforts in making RAM Investment Group plc the major player it has become within its sectors.
Events after reporting date
The Company has announced with these results a fundraising of £2.42 million through an equity placing of £2.27 million and convertible loan note of £0.15 million. This enabled the Company to repay its senior debt of £1.5 million to TVI 2 Limited on 29 June 2011.
Going concern and auditors' report
New funding will allow us to develop and manage our portfolio in 2011 and we are confident we can achieve this. The financial statement does not include the adjustments that would result if the Group is unable to continue as a going concern. In the event that the Group ceased to be a going concern, the adjustments would include writing down the carrying value of assets to their recoverable amount and providing for any further liabilities.
The auditors' report on the financial statements for the year ended 31 December 2010 is not qualified, but includes an emphasis of matter in respect of this material uncertainty over going concern.
Outlook
The current year will prove a pivotal one in the growth of your Company. Current trading is in line with expectations. RAM Vision and TrainFX have exciting futures and are developing self sustaining business plans. Both businesses are scaleable on relatively fixed overheads with good gross margins.
National advertisers are increasingly recognising DOOH as an effective medium for advertising and RAM Vision's national network delivers the critical mass they seek. The trade body, the Outdoor Media Centre, announced in January 2011 DOOH revenues passed the £100 million threshold for the first time. This puts digital's share of all outdoor advertising revenues at 11.4% for the full year. With the installation of the new iconic video walls, giving us the largest portfolio of landscape and walkway screens in the UK, RAM Vision expects to enhance its revenues by more than £3 million in 2011. The collaboration with Free Ray UK and the zero capital expenditure exposure to the business is also expected to enhance revenues in subsequent years post deployment.
Equally we have high hopes for TrainFX moving forward. We have already announced the completion of the Southern Rail refurbishment contract and in April announced a major contract with LNWR for a dual language advanced passenger information system for Arriva Trains.
The rail market is being driven by legislation and refranchising as well as the move towards refurbishing old stock. TrainFX has the ability to submit multiple tenders for contracts and is currently in discussion with several clients.
We are expecting that the skills sets that exist within our two operating companies will allow us to develop a third line of business: Media Rail, which we believe can be significant. We will have first mover advantage in the UK for this exciting new market, allowing global and national brands to advertise on digital screens to a captive travelling audience. The model is already successfully running in Canada, China and Germany.
The last few years have seen the Company change from a shell company to a holding company of trading companies. The Board has reduced as far as possible the central costs over the last six months with management focused on delivering profitability out of the two subsidiaries. Your Board is keen to explore any related acquisition opportunities which have synergy with its subsidiaries and is in active discussion in this respect. These will be considered where immediate shareholder value can be created.
On a personal note I now believe the Company is now on a firm footing with two well managed self autonomous business units. As such I believe my services will not be required full time going forward. I continue to believe that these businesses offer great long-term potential and that the risk on both the trading side and balance sheet has been much reduced. It is my intention to pursue other full time interests and to take a reduced role in the Group.
Tim Baldwin
Executive Chairman
RAM INVESTMENT GROUP PLC
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2010
2010 | 2009 | ||||
| |||||
£ | £ | ||||
Continuing operations | |||||
Revenue | 1,330,127 | 360,753
| |||
Cost of sales | (735,536) | (224,598) | |||
Gross profit | 594,591 | 136,155 | |||
Administrative expenses | (3,407,441) | (1,682,179) | |||
Administrative expenses - exceptional item | 94,039 | - | |||
(2,718,811) | (1,546,024) | ||||
Loss on disposal of assets | (39,251) | (148,997) | |||
Operating Loss | (2,758,062) | (1,695,021) | |||
Finance income | - | 85 | |||
Finance costs | (482,610) | (127,281) | |||
Finance costs - net | (482,610) | (127,196) | |||
Share of loss of associate | - | (29,048) | |||
Loss before income tax | (3,240,672) | (1,851,265) | |||
Income tax expense | - | - | |||
Loss for the year from continuing operations | (3,240,672) | (1,851,265) | |||
Loss attributable to: | |||||
Owners of the parent | (3,240,672) | (1,492,304) | |||
Non-controlling interest | - | (358,961) | |||
(3,240,672) | (1,851,265) | ||||
Earnings per share | |||||
Basic earnings per share - continuing and total operations | (3.3)p | (3.5)p | |||
Diluted earnings per share - continuing and total operations | (3.3)p | (3.5)p |
RAM INVESTMENT GROUP PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2010
2010 | 2009 | |||||
Note | £ | £ | ||||
Loss for the year | (3,240,672) | (1,851,265) | ||||
Other comprehensive income: | ||||||
Changes in fair value of available for sale financial assets | (62,825) | (225,243) | ||||
Other comprehensive income for the year, net of tax | (62,825) | (225,243) | ||||
Total comprehensive income for the year | (3,303,497) | (2,076,508) | ||||
Attributable to: | ||||||
Owners of the parent | (3,303,497) | (1,717,547) | ||||
Non-controlling interest | - | (358,961) | ||||
Total comprehensive income for the year | (3,303,497) | (2,076,508) |
RAM INVESTMENT GROUP PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2010
2010 | 2009 | ||
£ | £ | ||
Assets | |||
Non-current assets | |||
Property, plant & equipment | 361,543 | 277,133 | |
Intangible assets | 2,105,492 | 2,163,834 | |
Available-for-sale financial assets | 164,574 | 365,650 | |
2,631,609 | 2,806,617 | ||
Current assets | |||
Inventory | 491,363 | - | |
Trade and other receivables | 977,707 | 608,143 | |
Cash and cash equivalents | 440,915 | 439,390 | |
1,909,985 | 1,047,533 | ||
Total assets | 4,541,594 | 3,854,150 | |
Equity | |||
Capital and reserves attributable to equity holders of the company | |||
Ordinary shares | 1,214,055 | 759,884 | |
Deferred shares | 9,983,447 | 9,983,447 | |
Share premium account | 16,546,420 | 14,876,985 | |
Merger reserve | 327,272 | 327,272 | |
Shares to be issued reserve | 634,663 | 113,799 | |
Retained earnings | (28,600,649) | (23,310,115) | |
Non-controlling interest | - | (358,961) | |
Total equity | 105,208 | 2,392,311 | |
Liabilities | |||
Non current liabilities | |||
Borrowings | - | 190,000 | |
- | 190,000 | ||
Current liabilities | |||
Trade and other payables | 2,345,797 | 1,056,839 | |
Borrowings | 2,090,589 | 215,000 | |
4,436,386 | 1,271,839 | ||
Total liabilities | 4,436,386 | 1,461,839 | |
Total equity and liabilities | 4,541,494 | 3,854,150 |
RAM INVESTMENT GROUP PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2010
Share capital | Share premium | Retained earnings | Shares to be issued reserve | Merger Reserve | Total | Non-controlling interest | Total equity | ||
£ | £ | £ | £ | £ | £ | £ | £ | ||
Balance at 1 January 2009 | 10,116,600 | 11,601,271 | (21,592,568) | - | - | 125,303 | - | 125,303 | |
Loss for year | - |
- | (1,492,304) | - | - | (1,492,304) | (358,961) | (1,851,265) | |
Other comprehensive income: | |||||||||
Changes in fair value of available for sale financial assets |
-
|
- | (225,243) | - | - | (225,243) | - | (225,243) | |
Transactions with owners: | |||||||||
Issue of share capital | 626,731 | 3,369,156 |
- | - | 327,272 | 4,323,159 | - | 4,323,159 | |
Costs of issue of share capital | - |
(93,442) | - | - | - | (93,442) | - |
(93,442) | |
Share options issued | - | - | - |
103,799 | - |
103,799 | - |
103,799 | |
Convertible loan-equity component | - | - | - |
10,000 | - |
10,000 | - |
10,000 | |
Balance as at 31 December 2009 | 10,743,331 | 14,876,985 | (23,310,115) | 113,799 | 327,272 | 2,751,272
| (358,961) | 2,392,311 | |
Loss for year |
- | - | (3,240,672) | - | - | (3,240,672) | - | (3,240,672) | |
Purchase of non-controlling interest | - | - | (1,987,037) | - | - | (1,987,037) | 358,961 | (1,628,076) | |
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 | 454,171 | 1,704,719 |
- | - | - | 2,158,890 | - | 2,158,890 | |
Costs of issue of share capital | - | (35,284) |
- | - | - | (35,284) | - | (35,284) | |
Share options issued |
- |
- | - | 471,453 | - | 471,453 | - | 471,453 | |
Convertible loan-equity component | - | - | - | 49,411 |
-
| 49,411 | - | 49,411 | |
Balance as at 31 December 2010 | 11,197,502 | 16,546,420 | (28,600,649) | 634,663 | 327,272 | 105,208 | - | 105,208 |
RAM INVESTMENT GROUP PLC
CONSOLIDATED CASH FLOW STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2010
2010 | 2009 | ||
£ | £ | ||
Cash flows from operating activities | |||
Loss before tax | (3,303,497) | (2,076,508) | |
Adjustments for: | |||
Depreciation | 180,455 | 84,461 | |
Equity-settled share based payment transactions | 271,453 | 178,149 | |
Share of loss from associate | - | 29,048 | |
Net finance income recognised in profit or loss | 482,610 | 127,197 | |
Change in value of available for sale financial assets | 62,825 | 225,243 | |
Loss on disposal of financial assets | 39,251 | 114,120 | |
(2,266,903) | (1,318,290) | ||
Changes in working capital: | |||
Increase in inventories | (491,363) | - | |
Increase in trade and other receivables | (361,731) | (199,348) | |
Increase/(decrease) in trade and other payables | 1,281,126 | (675,052) | |
Cash used in operations | (1,838,871) | (2,192,690)
| |
Interest paid | (482,610) | (127,281) | |
Net cash used in operating activities | (2,321,481) | (2,319,971) | |
Cash flows from investing activities | |||
Interest received | - | 85 | |
Loans granted to associate | - | (159,499) | |
Proceeds from sale of investment | 99,000 | 157,915 | |
Acquisition of plant & machinery | (206,525) | (34,632) | |
Acquisition of subsidiary net of cash | (1,428,075) | 10,121 | |
Acquisition of goodwill | - | (175,000) | |
Net cash used in investing activities | (1,535,600) | (201,010) | |
Cash flows from financing activities | |||
Proceeds from issue of shares | 2,123,606 | 2,590,506 | |
Proceeds from issue of convertible loan notes | 450,000 | 200,000 | |
Proceeds from borrowings | 1,792,500 | 335,000 | |
Repayment of other short term loans | (507,500) | (195,000) | |
Net cash generated from financing activities | 3,858,606 | 2,930,506 | |
Increase in cash equivalents | 1,525 | 409,525 | |
Cash and cash equivalents at beginning of year | 439,390 | 29,865 | |
Cash and cash equivalents at end of year | 440,915 | 439,390 | |
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 2009 or 2010. It has been extracted from the Company's consolidated accounts for the period to 31 December 2010 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's) this announcement in itself does not give sufficient information to comply with IFRS's.
Going concern
The Directors are aware that the Group's future solvency is dependent on successful fundraising in order to implement the Group's investment strategy. Since the end of the accounting period there has been considerable progress made towards achieving the Group's objectives. The Group has successfully raised £2.42 million through an equity placing and convertible loan and this has been used to discharge the senior debt of £1.5 million.
The financial statements have been prepared on the going concern basis which assumes that the Company and its subsidiaries will continue in operational existence for the foreseeable future. The validity of this assumption depends on the successful raising of additional funds by a share issue.
Whilst the Directors are presently uncertain as to the outcome of future 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.
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RAM.L