TIDMRAM

RNS Number : 4034G

RAM Active Media PLC

28 June 2012

For immediate release 28 June 2012

RAM ACTIVE MEDIA PLC

("RAM" or the "Company")

FINAL RESULTS

RAM Active Media, the AIM-listed investor in digital technologies, announces its preliminary results for the 12 months ended 31 December 2011.

Chairman's Statement

Financial Review

The results for the year to 31(st) December 2011, whilst an improvement on those for the comparable period the previous year, were disappointing and indicate a group whose fortunes are still in transition.

Total sales were GBP2.8m (2010: GBP1.3m), gross profit GBP728k (2010: GBP594k) and the operating loss after exceptional administrative expenses of GBP771k was GBP2.8m (2010: GBP2.7m). The loss for the year of GBP3.0m (2010: GBP3.2m) was taken, however, after total non-recurring costs and expenses of GBP1.87m.

The latter figure was a combination of RAM Trains operating overheads, share option costs, impairment of available for sale financial assets, financing fees and goodwill written off on cessation of dormant subsidiaries.

In June 2011 the company raised GBP2.42m of new equity which financed the losses and also enabled group borrowings to end the year at GBP689k (2010: GBP2.09m). Group net equity as at the year-end was GBP493k as compared with GBP105k at the beginning of the reporting period.

Key Performance Indicators

-- In addition to the 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 which are 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 GBP175,852 (2010: GBP440,915).

   --      The commerciality of each screen and shopping centre is evaluated regularly. 

Corrective actions were taken during the year where these indicators were not satisfactory.

Overview of operations

RAM Vision

Ram Vision our digital out of home ("DOOH") advertising business is now established across 40 locations within the UK and offers advertising clients an annual footfall of more than 600 million consumers. This has led to major global brands advertising with us including Coca Cola, Mars, Intel, BT, American Express, Microsoft, SONY, Paramount and Universal Pictures. These contracts were won both through our in-house sales team and by working in partnership with large agencies.

Our roll out strategy of the installation of more screens in more locations remains dependent on finding suitable funding for the associated capital expenditure. The company is in the advanced stages of contract negotiations with third party debt providers to allow this expenditure to be financed with non-recourse off-balance sheet finance rather than the company's equity.

With suitable funding and continued contract wins for both additional locations and new advertising clients the business is expected to be cash flow positive from the last quarter of 2012. In terms of operating profits the company has the abiliy to grow without the need to commensurately increase its overhead.

RAM Trains

The Company traded most of the year as TrainFX Limited and was rebranded as RAM Trains Limited following the formation of the joint venture with CETEC Europe Limited. The current position is that the group's wholly owned subsidiary Ram Trains Ltd now owns 30% of TrainFX Ltd and 70% is owned by CETEC Europe Ltd, a subsidiary of the large Chinese conglomerate Changzhou Evergreen Group (CEG).

CEG has R&D and manufacturing interests in materials technology, rail equipment and electric power amongst other areas.

RAM Trains has been given exclusive rights to sell digital media on train contracts that CETEC successfully wins over the coming years.

Group Financing

Fundraising

As a substantial contribution to meeting these working capital requirements your group has also today separately announced an equity funding of GBP1.73m.

This funding is a combination of a cash placing and assets and establishes its newly formed subsidiary, RAM Interactive Limited, which has a business plan centred on the installation of 3D format advertising screens that do not require the use of special glasses by the viewer.

As a result of this equity placing the Dubai based Free Ray LLC, the exclusive distributor of these 3-D screens, will hold 18% of the fully diluted capital of your group.

Board and Employees

Subsequent to the year end the company has strengthened its board with the appointment of Richard Prosser as Chief executive and David Binding as a non-executive director. Collectively the board has in depth experience in media, financial, strategic, commercial, legal and compliance that will aide in the development of our business through both organic and acquisition based growth.

Outlook

The Board regard the strengthening of the board and the establishment of RAM Interactive Ltd as important steps in broadening the management and operational strengths of the business.

Operating results have continued to show losses in the first half but it is anticipated that the group will become cash flow positive after all costs including central costs by the end of the current financial year.

The combination of an increased estate within RAM Vision, greater and better margin advertising sales within that estate, lower costs across all subsidiaries and associates, the new growth subsidiary of RAM Interactive, a stronger balance sheet and tighter financial and management controls will all begin to manifest within the group's reporting results over the following semi-annual results.

In addition and not modelled within these assumptions is the belief that the Group will receive rising royalties from TrainFX over the next 3 years and in the meantime TrainFX requires no further investment or funding by the PLC.

Tim Baldwin

Executive Chairman

RAM ACTIVE MEDIA PLC

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2011

 
                                                               2011          2010 
                                                 Note           GBP           GBP 
----------------------------------------------  -----  ------------  ------------ 
 Continuing operations 
 Revenue                                            5     2,858,415     1,330,127 
 Cost of sales                                          (2,130,087)     (735,536) 
----------------------------------------------  -----  ------------  ------------ 
 Gross profit                                               728,328       594,591 
 Administrative expenses                                (3,014,444)   (3,407,441) 
 Administrative expenses - exceptional item         6     (771,316)        94,039 
----------------------------------------------  -----  ------------  ------------ 
                                                        (3,057,432)   (2,718,811) 
 Loss on disposal of assets                         6       216,280      (39,251) 
----------------------------------------------  -----  ------------  ------------ 
 Operating loss                                         (2,841,152)   (2,758,062) 
 Finance income                                    24             -             - 
 Finance costs                                     24     (184,401)     (482,610) 
----------------------------------------------  -----  ------------  ------------ 
 Finance costs - net                                    (3,025,553)     (482,610) 
 Share of loss of associate                                (17,620)             - 
----------------------------------------------  -----  ------------  ------------ 
 Loss before income tax                                 (3,043,173)   (3,240,672) 
 Income tax expense                                25             -             - 
----------------------------------------------  -----  ------------  ------------ 
 Loss for the year from continuing operations           (3,043,173)   (3,240,672) 
 Loss attributable to: 
 Owners of the parent                                   (3,043,173)   (3,240,672) 
 Non-controlling interest                                         -             - 
----------------------------------------------  -----  ------------  ------------ 
                                                        (3,043,173)   (3,240,672) 
----------------------------------------------  -----  ------------  ------------ 
 Earnings per share 
 Basic earnings per share - continuing and 
  total operations                                 26        (3.9)p        (3.3)p 
 Diluted earnings per share - continuing and 
  total operations                                 26        (3.9)p        (3.3)p 
----------------------------------------------  -----  ------------  ------------ 
 

RAM ACTIVE MEDIA PLC

CONSOLIDATED STATEMENT OF COMPREHEMNSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2011

 
                                                                 2011          2010 
                                                                  GBP           GBP 
-------------------------------------------------------  ------------  ------------ 
 Loss for the year                                        (3,043,173)   (3,240,672) 
 Other comprehensive income: 
 Changes in fair value of available for sale financial 
  assets                                                     (62,825)      (62,825) 
-------------------------------------------------------  ------------  ------------ 
 Other comprehensive income for the year, net of 
  tax                                                        (62,825)      (62,825) 
-------------------------------------------------------  ------------  ------------ 
 Total comprehensive income for the year                  (3,105,998)   (3,303,497) 
-------------------------------------------------------  ------------  ------------ 
 Attributable to: 
 Owners of the parent                                     (3,105,998)   (3,303,497) 
 Non-controlling interest                                           -             - 
-------------------------------------------------------  ------------  ------------ 
 Total comprehensive income for the year                  (3,105,998)   (3,303,497) 
-------------------------------------------------------  ------------  ------------ 
 

RAM ACTIVE MEDIA PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

FOR THE YEAR ENDED 31 DECEMBER 2011

 
                                                               2011           2010 
                                                Note            GBP            GBP 
---------------------------------------------  -----  -------------  ------------- 
 Assets 
 Non-current assets 
 Property, plant and equipment                     7        442,297        361,543 
 Intangible assets                                 8      1,099,487      2,105,492 
 Investment in associate                           9        163,636              - 
 Available for sale financial assets              10         68,416        164,574 
---------------------------------------------  -----  -------------  ------------- 
                                                          1,773,836      2,631,609 
---------------------------------------------  -----  -------------  ------------- 
 Current assets 
 Inventory                                        11              -        491,363 
 Trade and other receivables                      12        562,429        977,707 
 Cash and cash equivalents                        13        175,852        440,915 
---------------------------------------------  -----  -------------  ------------- 
                                                            738,281      1,909,985 
---------------------------------------------  -----  -------------  ------------- 
 Total assets                                             2,512,117      4,541,594 
---------------------------------------------  -----  -------------  ------------- 
 Equity 
 Capital and reserves attributable to equity 
  holders of the Company 
 Ordinary shares                                  14      2,673,930      1,214,055 
 Deferred shares                                  14      9,983,447      9,983,447 
 Share premium account                                   18,376,670     16,546,420 
 Merger reserve                                              65,000        327,272 
 Shares to be issued reserve                                773,691        634,663 
 Retained earnings                                16   (31,379,375)   (28,600,649) 
---------------------------------------------  -----  -------------  ------------- 
 Non-controlling interest                                         -              - 
---------------------------------------------  -----  -------------  ------------- 
 Total equity                                               493,363        105,208 
---------------------------------------------  -----  -------------  ------------- 
 Liabilities 
 Non-current liabilities 
 Borrowings                                       18         92,811              - 
---------------------------------------------  -----  -------------  ------------- 
                                                             92,811              - 
---------------------------------------------  -----  -------------  ------------- 
 Current liabilities 
 Trade and other payables                         17      1,329,237      2,345,797 
 Borrowings                                       18        596,706      2,090,589 
---------------------------------------------  -----  -------------  ------------- 
                                                          1,925,943      4,436,386 
---------------------------------------------  -----  -------------  ------------- 
 Total liabilities                                        2,018,754      4,436,386 
---------------------------------------------  -----  -------------  ------------- 
 Total equity and liabilities                             2,512,117      4,541,494 
---------------------------------------------  -----  -------------  ------------- 
 

RAM ACTIVE MEDIA PLC

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2011

 
                                                                    Shares                                    Non- 
                                                                        to 
                          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 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 
 Costs of issue of 
  share capital               -     (35,284)                  -          -           -      (35,284)             -      (35,284) 
 Share options 
  issued                      -            -                  -    471,453           -       471,453             -       471,453 
 Convertible 
  loan-equity 
  component                   -            -                  -     49,411           -        49,411             -        49,411 
------------------  -----------  -----------  -----------------  ---------  ----------  ------------  ------------  ------------ 
 Balance as at 31 
  December 2010      11,197,502   16,546,420       (28,600,649)    634,663     327,272       105,208             -       105,208 
------------------  -----------  -----------  -----------------  ---------  ----------  ------------  ------------  ------------ 
 Balance as 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) 
 Reclassification 
  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 
------------------  -----------  -----------  -----------------  ---------  ----------  ------------  ------------  ------------ 
 

RAM ACTIVE MEDIA PLC

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2011

 
                                                                  2011          2010 
                                                    Note           GBP           GBP 
-------------------------------------------------  -----  ------------  ------------ 
 Cash flows from operating activities 
 Loss before tax                                           (3,105,998)   (3,303,497) 
 Adjustments for: 
 Depreciation                                       7, 8       190,268       180,455 
 Goodwill impairment                                   8       983,404             - 
 Equity-settled share-based payment transactions      15       128,859       271,453 
 Share of loss from associate                          9        17,620             - 
 Net finance income recognised in profit or 
  loss                                                24       184,401       482,610 
 Change in value of available for sale financial 
  assets                                              10        62,825        62,825 
 Loss on disposal of equipment/fixtures and                     50,349             - 
  fittings 
 Profit on disposal of intangibles                     6     (130,091)             - 
 (Profit)/Loss on disposal of financial assets         6      (92,308)        39,251 
-------------------------------------------------  -----  ------------  ------------ 
                                                           (1,710,671)   (2,266,903) 
-------------------------------------------------  -----  ------------  ------------ 
 Changes in working capital: 
 Increase in inventories                              11       471,221     (491,363) 
 Increase in trade and other receivables              12       404,552     (361,731) 
 Increase/(decrease) in trade and other payables      17   (1,053,127)     1,281,126 
-------------------------------------------------  -----  ------------  ------------ 
 Cash used in operations                                   (1,888,025)   (1,838,871) 
 Interest paid                                        24     (184,401)     (482,610) 
-------------------------------------------------  -----  ------------  ------------ 
 Net cash used in operating activities                     (2,072,426)   (2,321,481) 
-------------------------------------------------  -----  ------------  ------------ 
 Cash flows from investing activities 
 Interest received                                                   -             - 
 Proceeds from sale of investment                              125,641        99,000 
 Proceeds from sale of subsidiary                               33,000             - 
 Acquisition of equipment/fixtures and fittings     7, 8     (150,572)     (206,525) 
 Acquisition of subsidiary net of cash                              73   (1,428,075) 
 Net cash used in investing activities                           8,142   (1,535,600) 
-------------------------------------------------  -----  ------------  ------------ 
 Cash flows from financing activities 
 Proceeds from issue of shares                        14     3,225,125     2,123,606 
 Proceeds from issue of convertible loan notes        18             -       450,000 
 Proceeds from borrowings                             18       300,000     1,792,500 
 Repayment of other short-term loans                  18   (1,725,904)     (507,500) 
-------------------------------------------------  -----  ------------  ------------ 
 Net cash generated from financing activities                1,799,221     3,858,606 
-------------------------------------------------  -----  ------------  ------------ 
 (Decrease)/increase in cash equivalents                     (265,063)         1,525 
 Cash and cash equivalents at beginning of 
  year                                                         440,915       439,390 
-------------------------------------------------  -----  ------------  ------------ 
 Cash and cash equivalents at end of year                      175,852       440,915 
-------------------------------------------------  -----  ------------  ------------ 
 

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 2010 or 2011. It has been extracted from the Company's consolidated accounts for the period to 31 December 2011 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 GBP3,043,173 and its current liabilities exceeded its current assets by GBP1,187,662. 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.

As announced separately today, the Group has successfully raised GBP1.73 million through a combination of equity placing, investment in shares 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.

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.

-ENDS-

For further information please contact:

Tim Baldwin

RAM Active Media 0207 518 4300

Sandy Jamieson/Thilo Hoffmann

Libertas Capital Corporate Finance Limited 0207 569 9650

This information is provided by RNS

The company news service from the London Stock Exchange

END

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