TIDMRAM
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 GBP1.25m (2011: GBP2.8m), gross profit GBP627k
(2011: GBP728k) and the operating loss was GBP2.4m (2011: GBP2.8m)
after exceptional administrative expenses of GBP1m. The loss for
the year of GBP3.1m (2011: GBP3.0m) includes total non-recurring
costs and expenses of GBP1.3m.
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
GBP2,760 (2011: GBP175,852).
-- 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 GBP1.73m 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 GBP413k as
compared with a positive GBP493k 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 GBP300k 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
GBP GBP
---------------------------------------------------- ------------ ------------
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
GBP GBP
---------------------------------------------- ------------ ------------
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
GBP GBP
--------------------------------------------- ------------- -------------
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
--------------------------------------------- ------------- -------------
Shares
to Non-
Share Share Retained be Merger controlling Total
issued
capital premium earnings reserve reserve Total interest equity
GBP GBP GBP GBP GBP GBP GBP GBP
------------------- ------------- ----------- ------------- --------- ---------- ------------ ------------ ------------
Balance at
1 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
at
31 December
2011 12,657,377 18,376,670 (31,379,375) 773,691 65,000 493,363 - 493,363
------------------- ------------- ----------- ------------- --------- ---------- ------------ ------------ ------------
Balance as
at
1 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
at
31 December
2012 14,965,567 18,431,670 (34,571,016) 692,500 68,500 (412,779) - (412,779)
------------------- ------------- ----------- ------------- --------- ---------- ------------ ------------ ------------
2012 2011
Note GBP GBP
---------------------------------------------------- ----- ------------ ------------
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 GBP3,136,085 and its
current liabilities exceeded its current assets by GBP1,752,187.
Group liabilities exceeded assets resulting in an overall balance
sheet deficit position of GBP412,779. 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 GBP300k 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
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