TIDMRAM

RNS Number : 7130L

RAM Investment Group PLC

04 August 2011

For immediate release 04 August 2011

RAM INVESTMENT GROUP PLC

("RAM" or the "Company")

UNAUDITED FINANCIAL STATEMENTS

FOR THE SIX MONTHS PERIOD ENDED 30 JUNE 2011

CHAIRMAN'S STATEMENT

The interim results to June 30(th) 2011 announced today reflect a maiden profit for TrainFX Limited since it came under 100% Group ownership but a further loss for RAM Vision Limited in its seasonally quieter half year. The loss for the period includes GBP200k of non-recurring costs incurred on legal fees, some rationalisation costs and interest costs.. Conversely some exceptional gains were made from the reduction of a specific debt (GBP212k) and the receipt of further, deferred, consideration from the sale of Gaming Technology Solutions (GBP43k) for a total of GBP255k.

The first half results of RAM Vision were disappointing despite being significantly up on revenue on a same period comparison with 2010. The company reduced its overhead with the departure earlier this year of its former managing director and staff numbers have also reduced. The change in management during the first half appears to have improved prospects markedly. The second half is seasonally more important for RAM Vision and we would expect a positive contribution in this second half. The company has significantly extended the quality of its mall network estate through Q2 and into Q3 and this is expected to accelerate over the next year. Notable contract wins in recent times include a new incremental business stream for RAM Vision in the procurement, installation and sales management of a 32 sq.m outdoor LED screen at Trinity Wakefield shopping mall and a sales contracts with (1) City Gateway Media Limited for the large outdoor iconic screen in Piccadilly, Manchester, (2) Silverburn mall, Glasgow, (3) Southampton Football Club onsite ground screens and (4) a video wall screen in the Oracle mall, Reading. Significant to overall revenue growth in RAM Vision is the strong performance of regional sales. The business in now positioned to grow significantly in 2012 and we think the London Olympics will be positive for digital advertising sales next year. As reported in the full year the group is extending its network to include outside advertising and leisure markets as well as the introduction of 3D without glasses.

TrainFX successfully completed its first contract for passenger information systems on First Great Western Thames Valley routes and Southern Coastway lines in the first half of the year. Deployment on Arriva and LNWR is ongoing. The company has extended its product set over the last 6 months to widen the available market opportunities for its engineering and software solutions for retrofitting on older train sets and it is currently tendering on a substantial number of new contracts the success of which could materially affect expectations through Q4 and into 2012 depending on their success or otherwise. With a stronger balance sheet the company is now revisiting ways to role out its train media product.

The Company successfully concluded a placing of shares and convertible loan notes on 30 June 2011 to raise GBP2.42 million. The Company was able to use the proceeds of the placing to redeem GBP1.5 million of secured debt and to provide the Company with additional working capital. The reduction of debt was a very important milestone for the Company for a number of reasons; it absorbed management time, legal cost and cash flow, it frustrated our business development and it was used as a weakness by our competitors, undermining our ability to win contracts with major companies. We believe that the Company is now in a better position to support the development of its two main subsidiaries.

The last 6 months have not been without significant challenges but we believe both subsidiaries are in growth markets and scaleable from a relatively fixed overhead. The Group is also well placed to add incremental and earnings enhancing revenue streams through acquisition or partnership to improve economies of scale and the Company is actively engaged with discussions in this regard. Whilst the focus is winning new business the Group has been reducing overhead cost across all areas. This will be seen more fully in 2012.

The Company expects a much smaller cash burn from its trading activities through the second half of the year and is targeting group profitability and cash flow generation from 2012 onwards. We appreciate shareholders patience through this period when the share price has also been under pressure and we are mindful of creating a self sustainable growth business in the months ahead. We believe we have put in place the right building blocks to achieve this and are optimistic on the outlook notwithstanding that the economic environment is difficult.

T Baldwin

Chairman

RAM INVESTMENT GROUP PLC

CONSOLIDATED INCOME STATEMENT

FOR THE PERIOD ENDED 30 JUNE 2011

 
                                          6 Months      6 Months 
                                                to            to       Year to 
                                                         30 June        31 Dec 
                                      30 June 2011          2010          2010 
                                       (Unaudited)   (Unaudited)     (Audited) 
 
                                               GBP           GBP           GBP 
 Continuing operations 
 Revenue                                 1,714,147       685,884     1,330,127 
 Cost of sales                         (1,123,949)     (489,294)     (735,536) 
-----------------------------------  -------------  ------------  ------------ 
                                           590,198       196,590       594,591 
 
 Administrative expenses               (1,623,043)   (1,484,362)   (3,407,441) 
 Administrative expenses - 
  exceptional item                         212,087             -        94,039 
-----------------------------------  -------------  ------------  ------------ 
                                         (820,758)   (1,287,772)   (2,718,811) 
 Profit/(loss) on disposal of 
  assets                                    43,145             -      (39,251) 
-----------------------------------  -------------  ------------  ------------ 
 Operating Loss                          (777,613)   (1,287,772)   (2,758,062) 
 
 Finance income                                  -             -             - 
 Finance expense                         (116,449)     (142,944)     (482,610) 
-----------------------------------  -------------  ------------  ------------ 
 Net finance expense                     (116,449)     (142,944)     (482,610) 
 
 Loss before income tax                  (894,062)   (1,430,716)   (3,240,672) 
 
 Income tax expense                              -             -             - 
-----------------------------------  -------------  ------------  ------------ 
 Loss for the period from 
  continuing operations                  (894,062)   (1,430,716)   (3,240,672) 
-----------------------------------  -------------  ------------  ------------ 
 
 Earnings per share 
-----------------------------------  -------------  ------------  ------------ 
 Basic earnings per share - 
  continuing and total operations           (0.6)p        (1.5)p        (3.3)p 
 Diluted earnings per share - 
  continuing and total operations           (0.6)p        (1.5)p        (3.3)p 
-----------------------------------  -------------  ------------  ------------ 
 
 
 

RAM INVESTMENT GROUP PLC

CONSOLIDATED STATEMENT COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 30 JUNE 2011

 
                                          6 Months      6 Months 
                                                to            to       Year to 
                                                         30 June        31 Dec 
                                      30 June 2011          2010          2010 
                                       (Unaudited)   (Unaudited)     (Audited) 
 
                                               GBP           GBP           GBP 
 Loss for the period                     (894,062)   (1,430,716)   (3,240,672) 
 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              (894,062)   (1,430,716)   (3,303,497) 
-----------------------------------  -------------  ------------  ------------ 
 
 
 
 

RAM INVESTMENT GROUP PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2011

 
                                          6 Months      6 Months 
                                                to            to       Year to 
                                           30 June 
                                              2011  30 June 2010   31 Dec 2010 
                                       (Unaudited)   (Unaudited)     (Audited) 
 
                                               GBP           GBP           GBP 
Assets 
Non-current assets 
Property, plant & equipment                368,621       318,240       361,543 
Intangible assets                        2,069,554     2,392,007     2,105,492 
Available-for-sale financial assets        164,574       365,650       164,574 
                                         2,602,749     3,075,897     2,631,609 
------------------------------------  ------------  ------------  ------------ 
Current assets 
Inventory                                  226,755             -       491,363 
Trade and other receivables                911,722       385,242       977,707 
Cash and cash equivalents                  808,814       145,359       440,915 
                                         1,947,291       530,601     1,909,985 
------------------------------------  ------------  ------------  ------------ 
 
Total assets                             4,550,040     3,606,498     4,541,594 
------------------------------------  ------------  ------------  ------------ 
 
Equity 
Capital and reserves attributable 
 to equity holders of the Company 
Ordinary shares                          2,608,930       801,884     1,214,055 
Deferred shares                          9,983,447     9,983,447     9,983,447 
Share premium account                   18,369,670    15,202,691    16,546,420 
Merger reserve                             327,272       327,272       327,272 
Shares to be issued reserve                657,231       128,799       634,663 
Retained earnings                     (29,494,711)  (24,459,633)  (28,600,649) 
Minority interest in equity                      -     (640,158)             - 
------------------------------------  ------------  ------------  ------------ 
Total equity                             2,451,839     1,344,302       105,208 
------------------------------------  ------------  ------------  ------------ 
 
Liabilities 
Non current Liabilities 
Borrowings                                       -       375,000             - 
------------------------------------  ------------  ------------  ------------ 
                                                 -       375,000       190,000 
 
Current liabilities 
Trade and other payables                 1,530,180     1,554,696     2,345,797 
Borrowings                                 568,021       332,500     2,090,589 
------------------------------------  ------------  ------------  ------------ 
                                         2,098,201     1,887,196     4,436,386 
------------------------------------  ------------  ------------  ------------ 
 
Total liabilities                        2,098,201     2,262,196     4,436,386 
------------------------------------  ------------  ------------  ------------ 
 
Total equity and liabilities             4,550,040     3,606,498     4,541,494 
------------------------------------  ------------  ------------  ------------ 
 
 

RAM INVESTMENT GROUP PLC

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 
                                                              Shares 
                                                               to be 
                    Share             Share       Retained    issued    Merger                 Non-controlling         Total 
                     capital        premium       earnings   reserve   Reserve         Total          interest        equity 
                           GBP          GBP            GBP       GBP       GBP           GBP               GBP           GBP 
 
 Balance at 1 
  January 2010      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 
 Cost of share 
  capital issue                    (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 
-----------------  -----------  -----------  -------------  --------  --------  ------------  ----------------  ------------ 
 Loss for the 
  period                     -            -      (894,062)         -         -     (894,062)                 -     (894,062) 
 Other 
 comprehensive 
 income: 
 Changes in fair 
 value of 
 available for 
 sale financial 
 assets                      -            -              -         -         -             -                 -             - 
 Share of other 
  comprehensive 
  income/(loss) 
  of associate               -            -              -         -         -             -                 -             - 
 Transactions 
  with owners: 
 Issue of share 
  capital            1,394,875    1,912,125              -         -               3,307,000                 -     3,307,000 
 Costs of issue 
  of share 
  capital                    -     (88,875)              -         -         -      (88,875)                 -      (88,875) 
 Share options 
  issued                     -            -              -         -         -             -                 -             - 
 Convertible 
  loan-equity 
  component                  -            -              -    22,568         -        22,568                 -        22,568 
 
 Balance as at 
  30 June 2011      12,592,377   18,369,670   (29,494,711)   657,231   327,272     2,451,839                 -     2,451,839 
-----------------  -----------  -----------  -------------  --------  --------  ------------  ----------------  ------------ 
 

RAM INVESTMENT GROUP PLC

CONSOLIDATED CASH FLOW STATEMENT FOR THE PERIOD ENDED 30 JUNE 2011

 
                                          6 Months      6 Months 
                                                to            to     Year to 
                                           30 June       30 June     31 Dec 
                                              2011          2010       2010 
                                       (Unaudited)   (Unaudited)    (Audited) 
                                           GBP               GBP       GBP 
 Cash flows from operating 
 activities 
 Loss before tax                         (894,062)   (1,430,716)   (3,303,497) 
 Adjustments for: 
 Depreciation                               99,965        85,400       180,455 
 Equity settled share based payment 
  transactions                                   -             -       271,453 
 Net finance expense recognised 
  in profit or loss                        116,449       142,944       428,610 
 Change in value of available 
  for sale financial assets                      -             -        62,825 
 Profit/(loss) on disposal of 
  financial assets                        (43,145)             -        39,251 
------------------------------------  ------------  ------------  ------------ 
                                         (720,793)   (1,202,372)   (2,266,903) 
 Changes in working capital: 
 (Decrease)/increase in inventories        264,608             -     (491,363) 
 Decrease/(increase) in trade 
  and other receivables                     58,152       285,025     (361,731) 
 (Decrease)/increase in trade 
  and other payables                     (807,784)       435,734     1,281,126 
------------------------------------  ------------  ------------  ------------ 
 Cash used in operations               (1,205,817)     (481,613)   (1,838,871) 
 Interest paid                           (116,449)     (142,944)     (482,610) 
------------------------------------  ------------  ------------  ------------ 
 Net cash used in operating 
  activities                           (1,322,266)     (624,557)   (2,321,481) 
------------------------------------  ------------  ------------  ------------ 
 
 Cash flows from investing 
 activities 
 Interest received                               -             -             - 
 Proceeds from sale of investment           43,145             -        99,000 
 Acquisition of plant & machinery         (71,105)      (90,753)     (206,525) 
 Acquisition of financial assets                 -             -             - 
 Acquisition of subsidiary net 
  of cash                                        -      (60,876)   (1,428,075) 
 Acquisition of goodwill                         -      (10,345)             - 
------------------------------------  ------------  ------------  ------------ 
 Net cash from investing activities       (27,960)     (161,974)   (1,535,600) 
------------------------------------  ------------  ------------  ------------ 
 
 Cash flows from financing 
 activities 
 Proceeds from issue of shares           3,218,125             -     2,123,606 
 Proceeds from issue of convertible 
  notes                                    150,000       200,000       450,000 
 Proceeds from borrowings                   50,000       292,500     1,792,500 
 Repayment of loans                    (1,700,000)             -     (507,500) 
 Net cash used in financing 
  activities                             1,718,125       492,500     3,858,606 
------------------------------------  ------------  ------------  ------------ 
 
 Increase/(decrease) in cash 
  equivalents                              367,899     (294,031)         1,525 
 
 Cash and cash equivalents at 
  beginning of the period                  440,915       439,390       439,390 
 
 Cash and cash equivalents at 
  end of the period                        808,814       145,359       440,915 
------------------------------------  ------------  ------------  ------------ 
 
 

RAM INVESTMENT GROUP PLC

NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 JUNE 2011

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 2010. 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 29 July 2011. The information for the year ended 31 December 2010 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 2010.

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

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 Company has successfully raised GBP2.42m through equity placing and convertible loan hence the directors have reasonable expectation that the Group has adequate resources to continue in operational existence.

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.

(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.

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

-- Motor vehicles: 4 years

-- Fixtures and fittings: 5-10 years

-- Leasehold improvements: 3 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.

(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 in a business combination at fair value at the acquisition date. 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 5 to 10 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

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 arose previously when a premium arose on the 100% acquisition of a subsidiary. 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.

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.

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.

1.15 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 statement of financial position 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 statement of financial position 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 statement of comprehensive income 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 statement of comprehensive income 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 statement of comprehensive income 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 statement of comprehensive income.

1.17 Provisions

Provisions are recognised in the statement of financial position 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.

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 statement of comprehensive income 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      6 Months 
                                            to            to         Year to 
                                         30 June       30 June       31 Dec 
                                           2011          2010          2010 
                                       (Unaudited)   (Unaudited)    (Audited) 
 
 Loss attributable to equity holders 
  of the company (GBP)                   (894,062)   (1,149,519)   (3,240,672) 
 
 Weighted average number of ordinary 
  shares in issue                      145,981,971    78,912,115    96,808,897 
 
 Basic loss per share (pence per 
  share)                                     (0.6)         (1.5)         (3.3) 
------------------------------------  ------------  ------------  ------------ 
 

As at 30 June 2011, the potentially dilutive ordinary shares were anti-dilutive because the Group was loss-making.

3. BORROWINGS

On 29 June 2011, the Company repaid its senior debt of GBP1,500,000. The loan was repaid 13 months ahead of its scheduled settlement date. All mortgage charges held by TVI 2 Limited were discharged on the loan settlement.

On 29 June 2011, the Company issued GBP150,000 unsecured convertible loan notes to Hill Street Investments plc. The unsecured loan is convertible into Ordinary shares at price of 2 pence each with a repayment or conversion backstop date of 31 December 2011. The interest rate on the loan is 8% per annum.

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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