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Half Yearly Report

28th Sep 2012 07:00

RNS Number : 3764N
RAM Active Media PLC
28 September 2012
 

For immediate release 28 September 2012

 

RAM ACTIVE MEDIA PLC

("RAM" or the "Company")

 

HALF YEARLY REPORT

 AND

UNAUDITED FINANCIAL STATEMENTS

FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2012

 

 

CHAIRMAN'S STATEMENT

 

The interim results to June 30th 2011 announced today reflect a position similar to prior year but with TrainFX Limited as a 30% owned entity through the joint venture formed in December 2011. The loss for the period is largely due to the seasonally quiet half year for RAM Vision Limited and operational costs incurred in setting up RAM Interactive Limited. The loss for the period includes £195k of non-recurring costs incurred on legal fees, some rationalisation costs and interest costs.

 

RAM Vision 

 

The first half financial results were disappointing but mask a number of operational and strategic successes in the first 6 months which bode well for the longer term. Following the successful award of Bluewater (Lend Lease) in 2011 we have seen increased interest from the landowners in wishing to work with us. Bluewater retains its signature site status and we wish to acquire further signature Mall sites across the UK with all the major land owners. 

 

The company set itself an aggressive target for new contracts with retail malls in the UK and this is bearing fruit. The company firmly anticipates increasing its media network by a minimum of 50% by December 2012 across the major and independent mall owners. Significant interest has been proffered from Land Securities, Hammerson and Capital & Regional to install large iconic screens across their estate to maximize sales revenues. We anticipate reporting significant growth in the 3rd and 4th quarters which will demonstrate increased yields for FY2013 onwards.

 

Based upon industry metrics and commercial rate cards the directors of RAM Vision estimate that existing mall contracts have an aggregate sales value potential of £21m over a 3 year period. Key to our operational success is the acquisition of new malls networks. Agencies and Brands buy critical mass and RAM must continue to deliver a strong portfolio that will unlock this revenue stream. 

 

RAM Vision has also invested in a capital sales programme following its success with Sovereign Land's Mall at Trinity Wakefield. Further capital sales so far this year are Gainsborough (Lincolnshire), and Stratford (East London). RAM Vision has considerable expertise in the sourcing and installation of large LED screens and will continue to develop its portfolio by identifying premium retail sites which will commercially benefit from these installations.

 

A strategic shift from employing capital expenditure to deploy its signature iconic video walls has also allowed RAM Vision to reduce its upfront working capital requirements and for the forthcoming months will see it adopt lease financing to roll out its expanding media network. We will continue to employ this strategy to ensure we meet our targets in enhancing our position as the UK's largest iconic network owner within the retail mall environment. We firmly anticipate RAM Vision will be able to achieve a gross footfall audience of 1 billion footfall per annum thereby achieving robust sales revenues for its client portfolio.

 

During the first 6 months we have reviewed our operating cost base and as a direct result from this exercise we will see a £500k costs saving in FY2013. Further efforts will be made to ensure we operate both economically and effectively to avoid the issues surrounding RAM Vision's formative years. Whilst FY2012 will not see material savings due to our rationalisation and restructuring programme it will ensure we are suitably positioned to deliver strong revenues with proficient use of our internal infrastructure.

 

Management changes have embraced the Company's new ethos and we believe we are far better positioned to exploit the growing need for real time high impact advertising - a key differentiator in the market place, which should allow us to attract brands for greater interactivity with their audience. Our National Sales are now delivering consistent revenues with new brands utilising our network, including: Sony Music, EON, Estee Lauder, Microsoft, Renault, EMI Music, Virgin and Accurist.

 

RAM Vision will continue to expand its client portfolio in utilising our screen network in the forthcoming months. Quarter 3 & 4 are historically stronger periods for our sector and efforts will be maintained to ensure RAM Vision's brand is exposed to the Specialist Agency network. Our Regional Sales strategy is being revisited and we will generate more robust sales across the expanded estate in the subsequent fiscal quarters. Overall RAM Vision will deliver a consistent level of sales across a reduced cost base thereby improving its performance for the latter part of 2012.

 

We firmly believe our buy & build strategy will deliver a strong sustainable profit for RAM Vision over the ensuing months into 2013 and allow us to enter positive cash-flow through increased sales revenues across our expanded network.

 

The Digital Out of Home sector continues to see an increased level of sales against other conventional advertising sales and RAM Vision must ensure it is constantly evolving to achieve strong sales in an increasingly competitive market. Further efforts will be undertaken to ensure we reinforce our position in this sector to consolidate our revenues and strive to deliver a profitable company in the forthcoming fiscal years.

 

RAM Interactive

 

Following a substantive investment from our Joint Venture Partners, Free Ray LLC in Dubai, who have secured an 18% equity stake in the Group, RAM interactive has now been afforded a material investment in terms of both 3D technology hardware and working capital.

 

Its manufacturing partner Tridelity Systems DE have developed and launched the world's first 3D (without glasses) Video Wall which is primarily focused on the digital signage sector. RAM Interactive deployed the video wall in a prominent broadcasting venue for the London 2012 Olympics . The video wall delivered significant interest to media executives and major brands that viewed its commissioned content and the offering it presented as a future new platform with broadcasting potential. We firmly believe we will convert digital signage sales of the product in the subsequent months. 

 

We anticipate a gradual shift to 3D advertising in specific venues to be an evolving process from a relatively low base as clients understand the impact of alternative digital experiential advertising material and the advances in the technology, which we are at the forefront of.

 

Major brands are now in discussion with us to exploit this technology in various arenas and we are confident of securing blue chip clients in the subsequent months.

 

Further developments are in progress and we will be announcing significant contracts in Q4 of 2012.

 

RAM Interactive will only invest in adopting proven technology, as it does not wish to be consumed with working capital in research and development projects. RAM Interactive will acquire the distribution rights to effective advertising mediums that allow it to cross into new market sectors thereby reducing the Group's dependency on individual advertising channels.

 

We are currently engaged in several new projects, which will result in us acquiring a new product range to exploit across both the UK and Mainland Europe. Revenues will be generated via new markets and we anticipate further investment from interested parties. We anticipate several new UK sectors will adopt our technology, which will also allow us to cross fertilise these brands across other Group Companies.

 

RAM interactive will continue to explore the adoption and exploitation of 3D technology and pursue the integration of this technology across it existing portfolio. 

 

We firmly believe we will have achieved significant adoption by several leading brands within the next 6 months and create a sustainable revenue and ultimately profitable model for future years.

 

 

TrainFX

 

The first half of 2012 has seen significant changes in the operation of TrainFX Ltd following the creation of the new joint venture between RAM Trains and CETEC Europe Limited.

·; The injection of working capital has allowed TrainFX to progress its R & D activities, which in turn has been bolstered by the issuing of a grant by the Technology Strategy Board for £240,000 towards the development of the next generation of energy monitoring solutions for use on the UK rail network.

·; Inclusion in the Changzhou Evergreen Group (CEG) has raised the international exposure of TrainFX giving it opportunities to bid for contracts throughout the world. In particular in India where CETEC has a wholly owned subsidiary which has been able to present TraiFX's product range to a number of proposed new metro projects.

·; The increased size of CEG has also allowed the Company to expand its potential customer base to include new build opportunities as well as its historical base of refurbishment contracts.

During this period TrainFX has also continued to deliver its contracts to First Great Western, First Capital Connect and LNWR where the products have been very well received and have proved to be reliable in their operation. Based on this stable platform TrainFX is now progressing with multiple new opportunities, which are expected to come to fruition as a part of the latest round of new franchises being released by the authorities in the UK. Over the next few years it is expected that the majority of the existing passenger rail franchises will be re-let through a competitive tendering process The first invitations to tender for these have been released and it is anticipated that the broad content of these will be followed in the new ones still to be released. As expected these new franchises are very much focused on improved performance with particular emphasis being given to improved passenger information. This will include the requirement to comply with all European legislation regarding PRM (People with Reduced Mobility) / TSI (Technical Specification for Interoperability) and to enhance the level of passenger information to include real-time and integrated transport communications. All of these requirements fall neatly into TrainFX's portfolio of products.

 

 

 

 

Based on the above the outlook for TrainFX looks promising as the requirement for its products over the next few years grows:

·; Through the development of new products being taken to market.

·; In scale through expansion into international markets and new build opportunities

·; Increased demand as new franchise commitments for TrainFX's products are undertaken as part of the reorganization of the UK rail market.

 

There is little doubt that things have been much slower to achieve than we would like or expected on all parts of the business, which is reflected in the first half numbers. Most often this is simply a function of long lead times dealing with larger organisations and timing events outside our control. We have also been carrying a bigger overhead than required at the time in expecting a larger business to be developed. Nonetheless our resolve to see these businesses flourish now seems to be paying off. All three of the operating companies above are expected to show very strong growth in sales into 2013 and for the group overall to move into profits and cash flow positive next year, following the last 3 years of investment. The Group is also engaged in discussions with profiatble businesses in he sector with the view to be a consolidator in the sector. These discussions are on going. We believe the capital employed in the group will see a return on investment in future years. Higher expected sales across a growing network, combined with a lower forward overhead, a strong management team and a number of exciting developments in the pipeline gives the board great confidence in the year ahead.

 

 

T Baldwin

Chairman

 

 

 

 

 

 

RAM ACTIVE MEDIA PLC

 

CONSOLIDATED INCOME STATEMENT

FOR THE PERIOD ENDED 30 JUNE 2012

 

6 Months to

 

6 Months to

Year to

30 June 2012

30 June 2011

31 Dec 2011

(Unaudited)

(Unaudited)

(Audited)

 

 

 

 

 

 

£

£

£

Continuing operations

Revenue

471,489

1,714,147

2,858,415

Cost of sales

(239,913)

(1,123,949)

(2,130,087)

231,576

590,198

728,328

Administrative expenses

(869,224)

(1,623,043)

(3,014,444)

Administrative expenses - exceptional item

-

212,087

(771,316)

(637,648)

(820,758)

(3,057,432)

(Loss)/profit on disposal of assets

(2,069)

43,145

216,280

Loss on subsidiary acquisition

(3,500)

Operating Loss

(643.217)

(777,613)

(2,841,152)

Finance income

-

-

-

Finance expense

(170,346)

(116,449)

(184,401)

Net finance expense

(170,346)

(116,449)

(184,401)

Share of loss of associate

(130,018)

-

(17,620)

 Loss before income tax

(943,581)

(894,062)

(3,043,173)

Income tax expense

-

-

-

Loss for the period from continuing operations

(943,581)

(894,062)

(3,043,173)

Earnings per share

Basic earnings per share - continuing and total operations

(0.1)p

(0.6)p

(3.9)p

Diluted earnings per share - continuing and total operations

(0.1)p

(0.6)p

(3.9)p

 

 

 

RAM ACTIVE MEDIA PLC

 

CONSOLIDATED STATEMENT COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 30 JUNE 2012

 

6 Months to

 

6 Months to

Year to

30 June 2012

30 June 2011

31 Dec 2011

(Unaudited)

(Unaudited)

(Audited)

 

 

 

 

 

 

£

£

£

Loss for the period

(943,581)

(894,062)

(3,043,173)

Other comprehensive income:

Changes in fair value of available-for-sale financial assets

-

-

(62,825)

Other comprehensive income, net of tax

-

-

(62,825)

 Total comprehensive income

(943,581)

(894,062)

(3,105,998)

 

 

 

 

 

RAM ACTIVE MEDIA PLC

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2012

 

6 Months to

6 Months to

Year to

30 June 2012

30 June 2011

31 Dec 2011

(Unaudited)

(Unaudited)

(Audited)

£

£

£

Assets

Non-current assets

Property, plant & equipment

415,345

368,621

442,297

Intangible assets

1,085,646

2,069,554

1,099,487

Investment in associate

117,114

-

163,636

Available-for-sale financial assets

568,416

164,574

68,416

2,186,521

2,602,749

1,773,836

Current assets

Inventory

-

226,755

-

Trade and other receivables

1,029,758

911,722

562,429

Cash and cash equivalents

152,170

808,814

175,852

1,181,928

1,947,291

738,281

Total assets

3,368,449

4,550,040

2,512,117

Equity

Capital and reserves attributable to equity holders of the Company

Ordinary shares

4,441,305

2,608,930

2,673,930

Deferred shares

9,983,447

9,983,447

9,983,447

Share premium account

18,376,670

18,369,670

18,376,670

Merger reserve

68,500

327,272

65,000

Shares to be issued reserve

743,993

657,231

773,691

Retained earnings

(32,239,459)

(29,494,711)

(31,379,375)

Minority interest in equity

-

-

-

Total equity

1,374,456

2,451,839

493,363

Liabilities

Non current Liabilities

Borrowings

112,119

-

92,811

112,119

-

92,811

Current liabilities

Trade and other payables

1,097,248

1,530,180

1,329,237

Borrowings

784,626

568,021

596,706

1,881,874

2,098,201

1,925,943

Total liabilities

1,993,993

2,098,201

2,018,754

Total equity and liabilities

3,368,449

4,550,040

2,512,117

 

 

 

 

 

RAM ACTIVE MEDIA PLC

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

 

 

Share capital

Share premium

Retained earnings

Shares to be issued reserve

Merger Reserve

Total

£

£

£

£

£

£

Balance at 1 January 2011

11,197,502

16,546,420

(28,600,649)

634,663

327,272

105,208

 

Loss for year

-

-

(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)

Transactions with owners:

Issue of share capital

1,459,875

1,912,125

 

-

35,000

65,000

3,479,000

Cost of share capital issue

 

-

(88,875)

 

-

-

-

(88,875)

Share options issued

 

-

 

-

-

128,859

-

128,859

Convertible loan-equity component

-

-

-

(24,831)

 

 

-

(24,831)

Balance as at 31 December 2011

12,657,377

18,376,670

(31,379,375)

773,691

65,000

493,363

 

Loss for the period

 

-

 

-

(943,581)

-

-

(943,581)

Increase in fair value of proportionate holding in associate

-

-

83,497

-

-

83,497

Other comprehensive income:

Changes in fair value of available for sale financial assets

 

-

 

-

-

-

-

-

Transactions with owners:

Issue of share capital

1,767,375

-

 

-

(35,000)

3,500

1,735,875

Costs of issue of share capital

 

-

-

 

-

-

-

-

Share options issued

 

-

 

-

-

-

-

-

Convertible loan-equity component

-

-

-

5,302

 

 

-

5,302

Balance as at 30 June 2012

14,424,752

18,369,670

(32,239,459)

743,993

68,500

1,374,456

 

 

 

 

 

RAM ACTIVE MEDIA PLC

 

CONSOLIDATED CASH FLOW STATEMENT FOR THE PERIOD ENDED 30 JUNE 2012

 

 

6 Months to

6 Months to

Year to

30 June 2012

30 June 2011

31 Dec 2011

(Unaudited)

(Unaudited)

(Audited)

£

£

Cash flows from operating activities

Loss before tax

(943,581)

(894,062)

(3,105,998)

Adjustments for:

Depreciation

88,344

99,965

190,268

Goodwill impairment

-

-

983,404

Equity settled share based payment transactions

-

-

128,859

Share of loss from associate

130,018

-

17,620

Net finance expense recognised in profit or loss

170,346

116,449

184,401

Change in value of available for sale financial assets

-

-

62,825

Loss on disposal of equipment/fixtures and fittings

2,069

-

50,349

Loss on acquisition of subsidiary

3,500

-

-

Profit on disposal of intangibles

-

-

(130,091)

Profit on disposal of financial assets

-

(43,145)

(92,308)

(549,304)

(720,793)

(1,710,671)

Changes in working capital:

Decrease in inventories

-

264,608

471,221

Decrease in trade and other receivables

132,671

58,152

404,552

Decrease in trade and other payables

(231,987)

(807,784)

(1,053,127)

Cash used in operations

(648,620)

(1,205,817)

(1,888,025)

 

Interest paid

(170,346)

(116,449)

(184,401)

Net cash used in operating activities

(818,966)

(1,322,266)

(2,321,481)

Cash flows from investing activities

Interest received

-

-

-

Proceeds from sale of investment

-

43,145

125,641

Proceeds from sale of subsidiary

-

-

33,000

Acquisition of equipment/fixtures and fittings

(49,621)

(71,105)

(150,572)

Acquisition of subsidiary net of cash

-

-

73

Net cash from investing activities

(49,621)

(27,960)

8,142

Cash flows from financing activities

Proceeds from issue of shares

632,375

3,218,125

3,225,125

Proceeds from issue of convertible notes

-

150,000

-

Proceeds from borrowings

289,406

50,000

300,000

Repayment of loans

(76,876)

(1,700,000)

(1,725,904)

Net cash used in financing activities

844,905

1,718,125

1,799,221

Increase/(decrease) in cash equivalents

(23,682)

367,899

(265,063)

Cash and cash equivalents at beginning of the period

175,852

440,915

440,915

Cash and cash equivalents at end of the period

152,170

808,814

175,852

 

RAM ACTIVE MEDIA PLC

 

NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2012

 

 

ACCOUNTING POLICIES

 

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been applied consistently to all the years presented unless otherwise stated.

 

1.1 Basis of preparation

These interim statements have been prepared on a basis consistent with International Financial Reporting Standards (IFRS). They do not contain all of the information required for full financial statements and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 December 2011. These interim financial statements do not constitute statutory accounts within the meaning of the Companies Act.

The interim financial information have not been reviewed nor audited by the auditors. The interim financial information was approved by the Board of Directors on 30 July 2012. The information for the year ended 31 December 2011 is extracted from the statutory financial statements for that year which have been reported on by the Group's auditors and delivered to the Registrar of Companies. The audit report was unqualified.

 

The accounting policies applied by the Group in these interim financial statements are the same as those applied by the Group in its consolidated financial statements for the year ended and as at 31 December 2011.

 

The interim report is the responsibility of, and has been, approved by the Directors. The Directors are responsible for preparing the interim financial statements in accordance with the AIM rules for Companies.

 

1.1.1 Going concern

During the six month period the Group made a loss of £943,581 and its current liabilities exceeded its current assets by £699,946. The Board has a strategic plan for the next 3 years which sees the Group move towards significant profitability. Central to this are the doubling of the RAM Vision estate as outlined in the Chairman's report whilst maintaining or improving the level of advertising revenue; and the increased national and international opportunities following the restructuring of TrainFX.

The Group has successfully raised £1.73 million through an equity placing, convertible loan and acquiring network assets for equity consideration. The Group is now engaged in further fundraising to improve the Group's financial position and provide sufficient working capital for the foreseeable future. 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.

 

1.2 Consolidation

(a) Subsidiaries

Subsidiary undertakings are all entities over which the Group has the power to govern the financial and operating policies of the subsidiary and, therefore, exercise control. The existence and effect of both current voting rights and potential voting rights that are currently exercisable or convertible are considered when assessing whether control of an entity is exercised. Subsidiaries are consolidated from the date at which the Group obtains the relevant level of control and are de-consolidated from the date at which control is relinquished.

The acquisition method of accounting is used for all business combinations. On acquisition, the assets, liabilities and contingent liabilities of the subsidiary are measured at their fair values. The cost of the business combination is measured at the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Any excess of the cost of the combination over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If the cost of the combination is less than the fair value of the Group's share of the identifiable net assets acquired, the difference is credited to the income statement in the period of acquisition.

Where payment of part of the cost of the combination is contingent on future events, for instance future profit streams of the subsidiary acquired, a provision is recognised at the date of acquisition if it is thought probable that such future events will be achieved and the cost of the combination increased accordingly. The provision is recognised at its fair value, discounted to recognise the effect of the time value of money. The discount is released over the period over which the future events are assessed such that at the date of payment the provision is equal to the amount of deferred consideration to be paid. The provision is assessed at each reporting date and adjusted if expectations of the amount payable have changed. Inter-company transactions and balances between Group companies are eliminated on consolidation.

Where a minority has retained an interest in a subsidiary, the Group accounts for transactions with the minority which do not result in a loss of control as equity transactions in accordance with IAS 27 (revised). If the Company acquires an increase in the stake it holds in an entity from a minority interest or disposes of part of its stake, the carrying amounts of the controlling and non-controlling interests shall be adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received shall be recognised directly in equity and attributed to the owners of the parent. The minority's share of profit or loss, comprehensive income and assets are shown in the consolidated income statement, statement of comprehensive income and statement of financial position as non-controlling interests.

The investments in subsidiaries represent the share capital acquired less any provision for impairment. The carrying value of investments in subsidiaries is reviewed for impairment if events or changes in circumstances indicate the carrying value may not be recoverable. Any impairment will be shown in the income statement in administrative expenses.

 

(b) Associates

Associates are all entities over which the Group exercises significant influence but does not exercise control. Investments in associates are accounted for using the equity method of accounting and are initially recognised at cost, which includes goodwill identified on acquisition, net of any accumulated impairment loss. The Group's share of its associate's profits or losses after acquisition of its interest is recognised in the income statement and cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Where the Group's share of losses of an associate equals or exceeds the carrying amount of the investment, the Group only recognises further losses where it has incurred obligations or made payments on behalf of the associate.

 

1.3 Segment reporting

In accordance with IFRS 8, segmental information is presented based on the way in which financial information is reported internally to the chief operating decision maker. The Group's internal financial reporting is organised along product and service lines and, therefore, segmental information has been presented about business segments. A business segment is a group of assets and operations engaged in providing products and services that are subject to risks and returns which are different from those of other business segments.

The Group has determined its reportable segments in accordance with IFRS 8. In accordance with that standard the results of certain operating segments may be aggregated if they are sufficiently similar in nature. Where a business segment contributes in excess of either 10% of total revenue, 10% of total assets or 10% of the absolute amount of reported profit or loss, it is disclosed as a separate segment. Because the Group has determined that its reportable segments are based on products and services, the disclosures specifically required by IFRS 8 in respect of products and services are not separately disclosed.

Information regarding geographical revenues and non-current assets is disclosed in note 5 to the financial statements.

 

1.4 Property, plant and equipment

All property, plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

All assets are depreciated in order to write off the costs, less anticipated residual values of the assets over their useful economic lives on a straight line basis as follows:

Plant and machinery: 5-10 years

Network assets: 5 years

Fixtures and fittings: 5 years

Computer equipment: 3 years

Items of property, plant and equipment held under finance leases are depreciated over the shorter of the lease term and the useful economic life of the asset.

 

1.5 Intangible assets

Acquired intangible assets are shown at historical cost. Acquired intangible assets have a finite useful life and are carried at cost, less accumulated amortisation over the finite useful life. All charges in the year are shown in income statement in administrative expenses.

 

(a) Goodwill

Goodwill relating to acquisitions occurring prior to the date of transition to IFRS is carried at the net book value at that date as permitted by IFRS 1. Goodwill arising on acquisitions subsequent to the date of transition is stated at cost. In both cases, goodwill is not amortised, but is subject to an annual test for impairment. Impairment testing is performed by the Directors as set out below. Where impairment is identified, it is charged to the income statement in that period.

 

(b) Concession rights

Concession rights are shown at historical cost. Concession rights have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using straight line method to allocate the cost of the concession rights over the estimated useful life of five to ten years.

 

1.6 Impairment of non-financial assets

Assets that have an indefinite useful life, for example goodwill, are not subject to amortisation but are instead tested annually for impairment and are subject to additional impairment testing if events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

Assets that are subject to depreciation or amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. A review for indicators of impairment is performed annually. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. Any impairment charge is recognised in the income statement in the year in which it occurs. When an impairment loss, other than an impairment loss on goodwill, subsequently reverses due to a change in the original estimate, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, up to the carrying amount that would have resulted, net of depreciation, had no impairment loss been recognised for the asset in prior years

 

1.7 Financial assets continued

The Group classifies its financial assets as either at fair value through profit and loss, or as available for sale financial assets. The Group does not hold any held to maturity financial assets or financial assets classified as loans and receivables.

The classification is dependent on the purpose for which the financial assets are acquired and is determined by the Directors on initial recognition.

Financial assets at fair value through profit or loss are financial assets which are held for trading. A financial asset is classified as at fair value through profit or loss if it is acquired principally for the purpose of selling in the short term. Derivatives are also classified as held for trading unless they are designated as effective hedges. Such assets are classified as current assets. Financial assets at fair value through profit or loss are shown at fair value at each reporting date with changes in fair value shown in the income statement.

Available for sale financial assets consist of equity investments in other companies where the Group does not exercise either control or significant influence. Available for sale financial assets are shown at fair value at each reporting date with changes in fair value being shown in the statement of comprehensive income.

Where financial assets are quoted the fair value at each reporting date is based on the quoted bid price at that date. Where an available for sale financial asset consists of an equity investment in an unquoted company where a reliable fair value cannot be determined, such investments are shown at cost less impairment.

 

1.8 Inventories

Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling price of the stocks less any applicable costs to sell. Where net realisable value of inventory is lower than the original acquisition cost or other subsequent carrying amount, the amount of the inventory that has been written down to net realisable value is recognised as an expense in the period in which the write down occurs. When a write down is reversed, the reversal is recognised in the income statement in the period in which the reversal occurs and the amount of inventories is increased accordingly.

The cost of inventories includes all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.

The Group does not hold any stock or finished goods. Inventory refers to work in progress in subsidiaries.

 

1.9 Trade and other receivables

Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course of business. If collection is expected in one year or less, they are classified as current assets. If not, they are presented as non-current assets.

Trade and other receivables are recognised at fair value subsequently measured at amortised cost using the effective interest method, less any appropriate allowance for estimated irrecoverable amounts.

 

1.10 Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand and other short term highly liquid deposits with original maturities of three months or less. Bank overdrafts are shown within borrowings in current liabilities on the balance sheet.

 

1.11 Share capital

Ordinary shares of the Company are classified as equity. Mandatorily redeemable preference shares and other classes of share where an obligation exists to transfer economic benefits are classified as liabilities.

Costs directly attributable to issue of new shares are shown in equity as a deduction.

 

1.12 Reserves

The Group financial statements include the following reserves: share premium account, merger reserve, shares to be issued reserve and retained earnings. Premiums paid on the issue of share capital, less any costs relating to these, are posted to the share premium account. The merger reserve arises when a premium arises on the 100% acquisition of a subsidiary and these are transferred to retained earnings when the subsidiary ceases to trade or is disposed off. The Company issues share options that are accounted for as share-based payments; this charge is credited to the shares to be issued reserve (see policy on share-based payments). Also the Group classifies the liability elements of convertible loan notes as part of the shares to be issued reserve.

 

1.13 Trade payables

Trade payables are recognised initially at fair value and are subsequently measured at amortised cost using the effective interest method. As the payment period of trade payables is short future, cash payments are not discounted as the effect is not material.

 

All borrowings are classified as current unless the Group has an unconditional right to defer payment of the borrowings until at least twelve months from the balance sheet date.

 

1.14 Borrowings

Interest-bearing borrowings are recognised initially at fair value, net of any transaction costs incurred. Borrowings are subsequently stated at amortised cost using the effective interest method with any difference between the proceeds (net of transaction costs) and the redemption value being recognised over the period of the borrowings.

Borrowing costs incurred which are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised as part of the cost of that asset.

The fair value of the liability portion of convertible loan stock is determined using a market interest rate for a comparable loan stock with no conversion option. This amount is recorded as a liability on an amortised cost basis until the loan stock is redeemed or converted. The remainder of the carrying amount of the loan stock is allocated to the conversion option and shown within equity.

 

1.15 Taxation

The tax expense for the year represents the total of current taxation and deferred taxation. The charge in respect of current taxation is based on the estimated taxable profit for the year. Taxable profit for the year is based on the profit as shown in the income statement, as adjusted for items of income or expenditure which are not deductible or chargeable for tax purposes. The current tax liability for the year is calculated using tax rates which have either been enacted or substantially enacted at the balance sheet date.

Deferred tax is provided in full, using the liability method on temporary differences arising between the tax base of assets and liabilities and their carrying values in the financial statements. The deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates which have been enacted or substantially enacted at the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised.

 

1.16 Share-based payments

The cost of share-based payment arrangements, which occur when employees receive shares or share options, is recognised in the income statement over the period over which the shares or share options vest.

The expense is calculated based on the value of the awards made, as required by IFRS 2, 'Share-based payment'. The fair value of the awards is calculated by using the Black-Scholes option pricing model taking into account the expected life of the awards, the expected volatility of the return on the underlying share price, the market value of the shares, the strike price of the awards and the risk-free rate of return. The charge to the income statement is adjusted for the effect of service conditions and non-market performance conditions such that it is based on the number of awards expected to vest. Where vesting is dependent on market-based performance conditions, the likelihood of the conditions being achieved is adjusted for in the initial valuation and the charge to the income statement is not, therefore, adjusted so long as all other conditions are met.

Where an award is granted with no vesting conditions, the full value of the award is recognised immediately in the income statement.

 

1.17 Provisions

Provisions are recognised in the balance sheet where there is a legal or constructive obligation to transfer economic benefits as a result of a past event. Provisions are discounted using a rate which reflects the effect of the time value of money and the risks specific to the obligation, where the effect of discounting is material.

Provisions are measured at the present value of expenditures expected to be required to settle the obligation using a pre-tax that reflects current market assessments of the time, value of money and the risks specific to the obligation. The increase in provision due to the passage of time is recognised as interest expense.

 

1.18 Revenue recognition

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Group's activities. Revenue is shown net of value-added tax, returns, rebates and discounts and after eliminating sales within the Group.

The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and when specific criteria have been met for each of the Group's activities. The Group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

The majority of the Group's long term contract arrangements are accounted for under IAS 11, 'Construction contracts'. Sales are recognised as soon as performance targets have been achieved per the agreed contracts. This is usually when title passes or separately identifiable phase (milestone) of a contract or development has been completed and accepted by the customer.

 

1.18 Revenue recognition continued

No profit is recognised on contracts until the outcome of the contract can be reliably estimated. Profit is calculated by reference to reliable estimates of contract revenue and forecast costs after making suitable allowances for technical and other risks related to performance milestones yet to be achieved. The amount of profit attributable to the stage of completion of these contracts is arrived at by reference to the estimated overall profitability of the contract. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised immediately as an expense.

In terms of revenue from media sales, key classes of revenue are recognised on the following bases:

Class of revenue Recognition criteria

Advertising on transmission or display

Content production on delivery

 

1.19 Leases

On inception of a lease of an item of property, plant and equipment, the terms and conditions of the lease are reviewed to determine the appropriate classification for the lease. Where the Group bears substantially all the risks and rewards of ownership of the item, the lease is classified as a finance lease and the item is capitalised within the appropriate class of property, plant and equipment at the lower of the fair value of the leased item and the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to obtain a constant rate on the finance balance outstanding. The outstanding capital element of the lease payments is included within current and long term payables as appropriate; the interest element of the lease payments is charged to the income statement over the period of the lease so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Leases where the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases, net of any incentives received from the lessor, are charged to the income statement on a straight line basis over the term of the lease.

Rental income received under operating leases is credited to the income statement on a straight line basis over the lease term.

 

1.20 Pensions

The Company operates a defined contribution pension scheme under which fixed contributions are payable. Pension costs charged to the income statement represent amounts payable to the scheme during the year.

 

2. EARNINGS PER SHARE

 

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year.

 

6 Months to

6 Months to

Year to

30 June 2012

30 June 2011

31 Dec 2011

(Unaudited)

(Unaudited)

(Audited)

Loss attributable to equity holders of the company (£)

(943,581)

(894,062)

(3,043,173)

Weighted average number of ordinary shares in issue

716,061,591

145,981,971

205,227,507

 

Basic loss per share (pence per share)

(0.1)

(0.6)

 

(3.9)

 

As at 30 June 2012, the potentially dilutive ordinary shares were anti-dilutive because the Group was loss-making.

 

3. BORROWINGS

On 20 April 2012 the board resolved to borrow £539,406.25 from funds advised by Eden Corporate Finance Limited. £289,406.25 of the amount borrowed was used to repay the previous loan £250,000 taken on 12 December 2011 plus accrued interest of £39,406.25. This bridging loan was for working capital purposes and was secured at an interest rate 5% per month and it is repayable in September 2012.

 

 

 

Contact:

Edward Adams, RAM Investment Group plc on 07967 008448

Tim Baldwin, RAM Investment Group plc on 0207 518 4303

Sandy Jamieson, Libertas Capital Corporate Finance Limited on 0207 569 9650

 

 

 

 

 

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