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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Prime Active | LSE:PACC | London | Ordinary Share | IE00B1Z9ZG98 | ORD EUR0.50 |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 5.50 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From May 2019 to May 2024
TIDMPACC
RNS Number : 7718L
Prime Active Capital PLC
30 April 2015
Prime Active Capital plc
Annual Results
Year ended 31 December 2014
CHAIRMAN'S STATEMENT
On the 3 September 2014 the Group completed the disposal of substantially all of its trading operations to ABC Phones of North Carolina, Inc.
Group revenues for 2014 of EUR25.202 million reflect 8 months of actual trading prior to the sale of the US assets.
The loss for the year of EUR2.441 million is a combination of the business performance as well as the exceptional cost of writing off the remaining goodwill plus a profit on the disposal of EUR2.247 million.
The net proceeds of the Disposal were used to repay the Mosaic loan facility, close the remainder of the Group's US stores, and discharge the Group's other liabilities.
Following the discharge of such liabilities, the Board intends to consider its options for maximising shareholder value including the making of further investments or a distribution to shareholders (although any such distribution would only take place following the expiry of the limitation period of the warranties under the asset purchase agreement).
Under Rule 15 of the AIM Rules and the ESM Rules the Group is an Investing Company with no material trading activities.
The Group's investing policy is to invest in and/or acquire companies with clear growth potential. In selecting investment opportunities, the Board will focus on businesses that are available at attractive valuations and hold opportunities to unlock embedded value. The Board will seek to invest in businesses where it may influence the business at a board level. The ability to work alongside a strong management team to maximise returns through revenue growth will be something the Board will focus upon.
The Group's primary objective is that of achieving for shareholders, over time, both capital growth and income through increasing profitability coupled with dividend payments on a sustainable basis. The directors believe that the collective business experience in the areas of acquisitions and corporate and financial management of both the directors and of the Group's advisers and shareholders will assist the Group in the identification and evaluation of suitable opportunities. Over the last number of months the Group has reviewed a number of investment opportunities and is continuing to do so.
The Group will maintain the net proceeds of the disposal (excluding those used for the purposes of discharging the Group's liabilities) during the 12 month time period during which warranty claims under the asset purchase agreement may be made. This 12 month period expires at the end of August 2015.
At the end of the 12 month period if no investments have been made, the Directors would then propose to convene a general meeting of the shareholders to consider whether to continue seeking investment opportunities or to wind up the Group and distribute any surplus cash back to shareholders.
For further information contact:
Prime Active Capital plc Davy Corporate Finance
Dermot Martin, Chairman Eugenee Mulhern /Anthony Farrell
+353 1 295 9895 + 353 1 679 6363
FINANCIAL REVIEW
Overview of results
Summary financial information
Hot Features
Premium
2014 2013
EUR'000 EUR'000
Continuing and discontinued operations
Revenue 25,202 40,570
Operating expenses (excluding exceptional
costs, depreciation, amortisation
and other gains) (27,825) (40,745)
----------- ------------
Earnings before interest, tax, depreciation
and amortisation expense (EBITDA),
exceptional costs, other income and
other gains (2,623) (175)
Depreciation and amortisation (368) (579)
----------- ------------
Adjusted earnings before interest,
tax (EBIT) and exceptional costs (2,991) (754)
Other losses (178) (6)
Exceptional costs (1,355) (2,407)
Net finance costs (149) (149)
Loss before tax (4,673) (3,316)
Income tax charge (3) (2)
----------- ------------
Loss for the year (4,676) (3,318)
Profit on disposal of discontinued 2,235 -
operations
----------- ------------
Loss attributable to non-controlling
interest - 33
----------- ------------
Loss for the year attributable to
members (2,441) (3,285)
----------- ------------
EUR EUR
cent cent
Basic and diluted loss per share (10.76) (14.48)
Total Group Revenue
Group revenue in 2014 amounted to EUR25.202 million,
all of which came from the PAC Telemedia division
operating in the USA. The trading operations within
this division were discontinued upon the disposal
of certain assets and the trade of Express Business
Service, LLC and CC, GA-AL, LLC on 3 September
2014.
The results of the PAC Telemedia division for
the past three years are summarised as follows:
2014 2013 2012
EUR'000 EUR'000 EUR'000
PAC Telemedia
Revenue 25,202 40,570 41,199
Operating expense(1) (27,272) (40,170) (42,743)
--------- ---------- ---------
EBITDA (2,070) 400 (1,544)
Depreciation, amortisation and
other grants(1) (364) (572) (527)
--------- ---------- ---------
EBIT (2,434) (172) (2,071)
--------- ---------- ---------
(1) excludes unallocated corporate costs of the Group and exceptional costs
Operating profit before interest, taxation and exceptional costs
One of the Group's key performance measures for its overall business is adjusted EBIT defined as operating profit before interest, taxation and exceptional costs. Adjusted EBIT amounted to a loss of EUR2.991 million in 2014, compared to a loss of EUR0.754 million in the previous year.
Exceptional costs
During the year, the Group incurred a total charge of EUR1.355 million (EUR2.407 million) exceptional costs on discontinued operations comprising of:
- an impairment charge of EUR0.941 million (2013: EUR2.407 million) against the carrying amount of goodwill allocated to the Cellular Center Holdings CGU following an impairment review undertaken in accordance with IAS36.
- a loss on the disposal of property, plant and equipment of EUR0.342 million (2013: EURnil) not transferred as part of the sale of the USA based trading operations on 3 September 2014
- an impairment charge of EUR0.072 million (2013: EURnil) against various remaining assets which were not transferred as part of the asset purchase agreement on the disposal of the USA trading operations
Other losses
Other losses of EUR0.178 million (2013: EUR0.006 million loss) consist of foreign exchange losses that have arisen on the retranslation of inter-company loan balances held with foreign subsidiaries and a loan note and loan finance held in sterling by the parent company.
Net financial expense
The net financial expense for the year was EUR0.149 million (2013: EUR0.149 million). The charge arose mainly in respect of interest costs on a loan note issued by the Group in February 2010 and loan finance received by the Group in May 2013. In addition the Group incurred a charge on the late repayment of loan finance in June 2014 of EUR0.081 million (2013: EURnil). This expense also includes exchange differences on finance costs.
Non-controlling interest
The non-controlling interest share of loss after tax for 2014 amounted to EURnil (2013: (EUR0.033 million)). The non-controlling interest related to shareholdings held in Cellular Center Holdings in previous years.
Earnings per share
The adjusted fully diluted earnings per share for 2014 is 5.06 cent as compared with adjusted loss per share of 3.87 cent in 2013. Adjusted loss per share excludes exceptional costs in both 2014 and 2013 and the profit on disposal of discontinued operations in 2014. Fully diluted loss per share, before such adjustments, amounted to 10.76 cent in 2014 compared to a loss of 14.48 cent in 2013.
Cash flow
At 31 December 2014 the Group had cash and cash equivalents of EUR0.236 million compared to cash and cash equivalents of EUR0.640 million at 31 December 2013.
Outflows in the year included payments totalling EUR0.156 million (2013: EUR0.333 million) in respect of capital expenditure, all incurred in PAC Telemedia. All capital expenditure was funded from existing resources. In 2013 EUR0.052 million of capital expenditure in PAC Telemedia was funded by asset finance agreements.
The significant inflow in the year arose from the net consideration received on the disposal of certain assets and the trade of Express Business Service, LLC and CC GA-AL, LLC which amounted to EUR6.636 million. Of this amount EUR3.088 million was received directly by the Group with the remaining amount relating to the settlement of a trade payable amount paid directly by the purchaser.
FINANCIAL REVIEW (CONTINUED)
Loan finance
On 8 May 2013 the company entered into a GBP1.000 million sterling (EUR1.181 million) loan facility from Mosaic Print Management Limited ("Mosaic"), a UK company owned by Mr. Anthony Gill and Mr. Stephen Smith. The purpose of this loan facility was to provide a short term working capital loan to facilitate the business trading. The loan from Mosaic carried a 15% coupon with monthly interest payments. The loan was secured on certain USA based subsidiaries of the Group. As part of the terms of this loan facility, Mr. Anthony Gill and Mr. Stephen Smith joined the board as non-executive directors in May 2013.
On 12 June 2014, Mosaic Print Management Limited agreed a three month extension of the GBP1.000 million (EUR1.243 million), one year secured loan facility which matured in May 2014. The facility was extended until 31 August 2014. This loan facility incurred a late payment fee of GBP0.065 million (EUR0.081 million), which was added to the outstanding principal. The Group continued to pay interest at the agreed previous rate of 15% on the sum of GBP1.065 million (EUR1.324 million). This loan facility was repaid in full on 29 August 2014.
The loan note and the director's loan were fully repaid in May 2014. The Group had no debt at 31 December 2014 (2013: EUR1.414 million).
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2014
2014 2013
EUR'000 EUR'000
Continuing operations
Revenue - -
Cost of sales - -
--------------------------------------------------------------- ----------- --------
Gross profit - -
Selling and distribution costs - -
Administration expenses (557) (582)
Other losses (178) (6)
--------------------------------------------------------------- ----------- --------
Operating loss (735) (588)
Finance costs (208) (141)
Finance income 61 -
--------------------------------------------------------------- ----------- --------
Loss before tax (882) (729)
Income tax charge (3) (2)
--------------------------------------------------------------- ----------- --------
Loss for year from continuing operations (885) (731)
-------------------------------------------------------------- ----------- --------
Discontinued operations
Loss for the year from discontinued operations after tax (1,556) (2,587)
Loss for the year (2,441) (3,318)
--------------------------------------------------------------- ----------- --------
2014 2013
EUR'000 EUR'000
Loss per share from continuing operations
- Basic and diluted (3.90) (3.22)
--------------------------------------------------------------- ----------- --------
Loss per share from discontinued operations
- Basic and diluted (6.86) (11.26)
--------------------------------------------------------------- ----------- --------
Loss per share
From continuing and discontinued operations
- Basic and diluted (10.76) (14.48)
--------------------------------------------------------------- ----------- --------
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2014
2014 2013
EUR'000 EUR'000
Loss for the year (2,441) (3,318)
Other comprehensive income/(expense):
Items that may subsequently be
reclassified to profit or loss
Fair value adjustment on other
reserves 33 302
Exchange movement 224 (275)
---------------------------------------- -------- --------
Total comprehensive expense for
the year (2,184) (3,291)
---------------------------------------- -------- --------
Attributable to:
Equity holders of the Company (2,184) (3,260)
Non-controlling interest - (31)
---------------------------------------- -------- --------
(2,184) (3,291)
--------------------------------------- -------- --------
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 31 DECEMBER 2014
2014 2013
EUR'000 EUR'000
Assets
Current assets
Inventories - 2,022
Trade and other receivables 762 2,168
Cash and cash equivalents 236 640
Other loans and receivables 1,153 -
2,151 4,830
---------------------------------- ------------ ------------
Non-current assets
Property, plant and equipment 2 1,724
Intangible assets - 4,798
2 6,522
---------------------------------- ------------ ------------
Total assets 2,153 11,352
Liabilities
Current liabilities
Trade and other payables 854 6,288
Current income tax liabilities 1 1
Borrowings - 1,370
Provisions for other liabilities
and charges 211 378
1,066 8,037
---------------------------------- ------------ ------------
Non-current liabilities
Borrowings - 44
- 44
---------------------------------- ------------ ------------
Total liabilities 1,066 8,081
Net assets 1,087 3,271
----------------------------------- ------------ ------------
Equity
Ordinary shares 11,341 11,341
Share premium 16,444 16,444
Other reserves 2,805 2,548
Retained earnings (29,503) (27,062)
----------------------------------- ------------ ------------
Non-controlling interest - -
Total equity 1,087 3,271
----------------------------------- ------------ ------------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2014
Share premium Total Non-
Share reserve Other Retained attributable controlling Total Equity
Capital Reserves Earnings to Interest
shareholders
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
Balance at 1
January 2014 11,341 16,444 2,548 (27,062) 3,271 - 3,271
--------------- ---------- -------------- ----------- ----------- -------------- -------------- ---------------
Comprehensive
income:
Loss for year - - - (2,441) (2,441) - (2,441)
Other
comprehensive
income:
Fair value
adjustment on
other
reserves - - 33 - 33 - 33
Exchange
movement - - 224 - 224 - 224
--------------- ---------- -------------- ----------- ----------- -------------- -------------- ---------------
Total
comprehensive
income - - 257 (2,441) (2,184) - (2,184)
--------------- ---------- -------------- ----------- ----------- -------------- -------------- ---------------
Transactions - - - - - - -
with owners
--------------- ---------- -------------- ----------- ----------- -------------- -------------- ---------------
Balance at 31
December 2014 11,341 16,444 2,805 (29,503) 1,087 - 1,087
--------------- ---------- -------------- ----------- ----------- -------------- -------------- ---------------
Share premium Total Non-
Share reserve Other Retained attributable controlling Total Equity
Capital Reserves Earnings to Interest
shareholders
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
Balance at 1
January 2013 11,341 16,444 2,523 (23,777) 6,531 31 6,562
--------------- ---------- -------------- ----------- ----------- -------------- -------------- ---------------
Comprehensive
income:
Loss for year - - - (3,285) (3,285) (33) (3,318)
Other
comprehensive
income:
Fair value
adjustment on
other
reserves - - 302 - 302 - 302
Exchange
movement - - (277) - (277) 2 (275)
Total
comprehensive
income - - 25 (3,285) (3,260) (31) (3,291)
--------------- ---------- -------------- ----------- ----------- -------------- -------------- ---------------
Transactions - - - - - - -
with owners
--------------- ---------- -------------- ----------- ----------- -------------- -------------- ---------------
Balance at 31
December 2013 11,341 16,444 2,548 (27,062) 3,271 - 3,271
--------------- ---------- -------------- ----------- ----------- -------------- -------------- ---------------
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2014
2014 2013
EUR'000 EUR'000
Operating activities
Cash absorbed by operations (5,147) (24)
Tax paid (3) (6)
Net cash outflow from operating
activities (5,150) (30)
--------------------------------------- -------------- --------------
Investing activities
Purchase of property, plant and
equipment (156) (333)
Disposal of discontinued operations, 6,636 -
net of cash disposed of
Net cash inflow/(outflow) from
investing activities 6,480 (333)
--------------------------------------- -------------- --------------
Financing activities
Proceeds from borrowings - 1,270
Repayment of borrowings (1,409) (538)
Capital element of asset finance
payments (64) (28)
Net interest paid (148) (148)
Finance lease interest (1) (1)
Net cash (outflow)/inflow from
financing activities (1,622) 555
--------------------------------------- -------------- --------------
Net (decrease)/increase in cash
and cash equivalents (292) 192
Cash and cash equivalents at 1
January 640 524
Effect of exchange rate changes (112) (76)
Cash and cash equivalents at 31
December 236 640
--------------------------------------- -------------- --------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of preparation
The financial information included in this result statement has been extracted from the Group's financial statements for the year ended 31 December 2014 and is prepared on the accounting policies set out therein. As permitted by EU Law and in accordance with AIM / ESM rules, the Group financial statements have been prepared in accordance with International Financial Reporting Standards and their interpretations issued by the International Accounting Standards Board as adopted by the EU. The Group Financial Statements were approved by the Directors on 29 April 2015 and will be filed with the Irish Registrar of Companies and circulated to shareholders in due course.
2. Going concern
On 3 September 2014 the Group announced that it had completed the disposal of its trading operations in the US and that it is now an investing company for the purposes of AIM Rule 15 and ESM Rule 15.
The Board believes it is in shareholders' interest to examine possible investment opportunities, whilst the process of satisfying residual liabilities continues and the warranty claim period arising from the asset purchase agreement elapses.
The Group's investing policy is to invest in and/or acquire companies active in the technology, media or entertainment sector. The directors intend to focus primarily in the UK and Ireland where the directors believe that there are suitable opportunities, although other countries may also be considered to the extent that the Board considers that value opportunities exist and attractive returns can be achieved.
In the event the Group does not find suitable opportunities for investment within the 12 month period provided under AIM Rule 15 and ESM Rule 15, and there is no shareholder approval to extend this period, the group may be wound up.
3. Exceptional Items
2014 2013
EUR'000 EUR'000
Discontinued operations
Goodwill impairment(1) 941 2,407
Impairment of property, plant and equipment 342 -
Impairment of other assets 72 -
--------------------------------------------- -------- --------
1,355 2,407
--------------------------------------------- -------- --------
(1) the Group recognised an impairment charge of
EUR0.941 million (2013: EUR2.407 million) as a result
of an impairment review undertaken in accordance
with IAS 36 against the goodwill allocated to the
Cellular Center Holdings CGU
4. Expenses
2014 2013
EUR'000 EUR'000
Continuing operations
Employee benefit expense 103 240
Depreciation of property, plant and equipment
- Included in administration expenses 4 7
Services provided by the Group's Auditors 25 37
Other selling and distribution and administrative
expenses 425 298
Other losses 178 6
--------------------------------------------------- -------- --------
735 588
Discontinued operations
Employee benefit expense 5,402 8,041
Material cost of inventories consumed
(included within cost of sales) 18,088 27,628
Depreciation of property, plant and equipment
- Included in administration expenses 364 572
Services provided by the Group's Auditors 28 40
Operating lease rentals - property 1,364 1,916
Inventory provision (included within
cost of sales) 927 12
Goodwill impairment 941 2,407
Loss on disposal of property, plant and 342 -
equipment
Impairment of other assets 72 -
Other selling and distribution and administrative
expenses 1,462 2,533
--------------------------------------------------- -------- --------
28,990 43,149
Total continuing and discontinued operations 29,725 43,737
--------------------------------------------------- -------- --------
5. Events after the Reporting Period
There have been no significant events affecting the Group since the year end. Other information The annual report and accounts of PAC plc will be available for review on pacplc.com. A copy will be sent by mail to shareholders shortly.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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