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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 : 0789S
Prime Active Capital PLC
19 September 2014
CHAIRMAN'S STATEMENT
Year to date 2014 has been a period of transition for the Group and the interim consolidated financial results for the six months ended 30 June 2014 once again reflect that as a small regional agent in the retail channel we remain too vulnerable to Verizon's strategic decisions.
In our full year report and accounts for 2013 published on 27 June 2014 we indicated that a letter of intent had recently been executed with one party providing for a period of exclusivity in relation to the sale of substantially all of the US mobile phone stores
Following a period of due diligence and negotiation this led to the announcement on 1 August 2014 that the Group had conditionally agreed to enter into an asset purchase agreement to sell the assets of 50 of the 56 Verizon Wireless authorised retailer stores co-owned and operated by its subsidiaries Express Business Service LLC and Cellular Center GA-AL LLC for an aggregate consideration of $10 million (EUR7.46million) to ABC Phones of North Carolina, Inc., trading as A Wireless.
On 22 August 2014 shareholders approved this transaction which successfully closed on 3 September 2014.
Prior to the closing on 29 August 2014 the Group announced that it had discharged the loan due to Mosaic Print Management, entered into in May 2013.
Under Rule 15 of the AIM Rules and the ESM Rules the Group is now an investing company with no material trading activities. 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.
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 advisors and shareholders will assist the Group in the identification and evaluation of suitable opportunities.
Dermot Martin
Executive Chairman
18 September 2014.
CONSOLIDATED INCOME STATEMENT (UNAUDITED)
Hot Features
Premium
Unaudited 6 months ended Unaudited 6 months ended
30 June 2014 30 June 2013
------------------------------------------- ----------------------------------------
Pre- Exceptionals Pre- Exceptionals
exceptionals (note 7) Total exceptionals (note Total
7)
Note EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
Continuing operations
Revenue 19,383 - 19,383 19,754 - 19,754
Cost of sales (13,660) - (13,660) (13,298) - (13,298)
------------------------ ----- -------------- ------------- ------------ -------------- ------------- ---------
Gross profit 5,723 - 5,723 6,456 - 6,456
Selling and
distribution costs (4,912) - (4,912) (5,495) - (5,495)
Administration expenses (1,436) (936) (2,372) (1,430) - (1,430)
Other (losses)/gains 6 (175) - (175) 251 - 251
Operating loss (800) (936) (1,736) (218) - (218)
Finance costs (223) - (223) (79) - (79)
Loss before tax (1,023) (936) (1,959) (297) - (297)
Income tax charge (2) - (2) (1) - (1)
------------------------ ----- -------------- ------------- ------------ -------------- ------------- ---------
Loss for the period (1,025) (936) (1,961) (298) - (298)
------------------------------- -------------- ------------- ------------ -------------- ------------- ---------
Attributable to:
Equity shareholders (1,967) (302)
Minority interest 6 4
------------------------ ----- -------------- ------------- ------------ -------------- ------------- ---------
(1,961) (298)
------------------------ ----- -------------- ------------- ------------ -------------- ------------- ---------
Loss per ordinary share (EUR cent)
Basic and diluted (8.67c) (1.33c)
------------------------ ----- -------------- ------------- ------------ -------------- ------------- ---------
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)
Unaudited Unaudited
6 months 6 months
ended ended
30 June 30 June
2014 2013
EUR'000 EUR'000
Loss for the period (1,961) (298)
Other comprehensive income/(expense):
Items that may subsequently be
reclassified to profit or loss
Exchange movement 212 (163)
--------------------------------------- ---------- ----------
Total comprehensive expense for
the year (1,749) (461)
--------------------------------------- ---------- ----------
Attributable to:
Equity holders of the Company (1,753) (465)
Non-controlling interest 4 4
--------------------------------------- ---------- ----------
(1,749) (461)
--------------------------------------- ---------- ----------
CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED)
Unaudited Unaudited Audited
6 months ended 6 months year
30 June 2014 ended ended
30 June 2013 31 Dec. 2013
EUR'000 EUR'000 EUR'000
Assets
Current assets
Inventories 1,667 1,363 2,022
Trade and other receivables 2,040 3,431 2,168
Cash and cash equivalents 360 745 640
4,067 5,539 4,830
---------------------------------------------- ----------------- ------------------- -------------------
Non-current assets
Property, plant and equipment 1,597 1,941 1,724
Intangible assets 3,907 7,503 4,798
5,504 9,444 6,522
---------------------------------------------- ----------------- ------------------- -------------------
Total assets 9,571 14,983 11,352
Liabilities
Current liabilities
Trade and other payables 6,202 6,678 6,288
Current income tax liabilities 2 3 1
Borrowings 1,390 1,603 1,370
Provisions for other liabilities and charges 455 593 378
8,049 8,877 8,037
---------------------------------------------- ----------------- ------------------- -------------------
Non-current liabilities
Borrowings - 5 44
- 5 44
---------------------------------------------- ----------------- ------------------- -------------------
Total liabilities 8,049 8,882 8,081
Net assets 1,522 6,101 3,271
---------------------------------------------- ----------------- ------------------- -------------------
Equity
Ordinary shares 11,341 11,341 11,341
Share premium 16,444 16,444 16,444
Other reserves 2,762 2,359 2,548
Retained earnings (29,029) (24,078) (27,062)
Non-controlling interest 4 35 -
---------------------------------------------- ----------------- ------------------- -------------------
Total equity 1,522 6,101 3,271
---------------------------------------------- ----------------- ------------------- -------------------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
Share Total
Share premium Other Retained attributable Non-controlling Total Equity
Capital reserve Reserves Earnings to Interest
shareholders
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
At 1 January
2014 11,341 16,444 2,548 (27,062) 3,271 - 3,271
--------------- ---------- ------------- ----------- ----------- ------------- ----------------- --------------
Comprehensive
income:
(Loss)/profit
for period - - - (1,967) (1,967) 6 (1,961)
Other
comprehensive
income:
Exchange
movement - - 214 - 214 (2) 212
--------------- ---------- ------------- ----------- ----------- ------------- ----------------- --------------
Total
comprehensive
income - - 214 (1,967) (1,753) 4 (1,749)
--------------- ---------- ------------- ----------- ----------- ------------- ----------------- --------------
Transactions - - - - - - -
with owners
--------------- ---------- ------------- ----------- ----------- ------------- ----------------- --------------
At 30 June
2014 11,341 16,444 2,762 (29,029) 1,518 4 1,522
--------------- ---------- ------------- ----------- ----------- ------------- ----------------- --------------
Share Total
Share premium Other Retained attributable to Non-controlling Total
Capital reserve Reserves Earnings shareholders Interest Equity
EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000 EUR'000
At 1 January
2013 11,341 16,444 2,523 (23,777) 6,531 31 6,562
--------------- ---------- ------------ ----------- ----------- ---------------- ----------------- ------------
Comprehensive
income:
(Loss)/profit
for period - - - (302) (302) 4 (298)
Other
comprehensive
income:
Exchange
movement - - (164) 1 (163) - (163)
--------------- ---------- ------------ ----------- ----------- ---------------- ----------------- ------------
Total
comprehensive
income - - (164) (301) (465) 4 (461)
--------------- ---------- ------------ ----------- ----------- ---------------- ----------------- ------------
Transactions - - - - - - -
with owners
--------------- ---------- ------------ ----------- ----------- ---------------- ----------------- ------------
At 30 June
2013 11,341 16,444 2,359 (24,078) 6,066 35 6,101
--------------- ---------- ------------ ----------- ----------- ---------------- ----------------- ------------
CONSOLIDATED CASH FLOW STATEMENT (UNAUDITED)
Unaudited Unaudited
6 months ended 6 months ended
Note 30 June 2014 30 June 2013
EUR'000 EUR'000
Operating activities
Cash outflows from operations 8(a) 83 (463)
Tax paid - -
Net cash inflow/(outflow) from operating activities 83 (463)
------------------------------------------------------ ----- ------------------ ------------------
Investing activities
Purchase of property, plant and equipment (120) (166)
Net cash outflow from investing activities (120) (166)
------------------------------------------------------ ----- ------------------ ------------------
Financing activities
Proceeds from borrowings - 1,206
Capital element of asset finance payments (3) (11)
Repayment of borrowings (152) (264)
Net interest paid (141) (77)
Finance lease interest (1) (2)
Net cash (outflow)/inflow from financing activities (297) 852
------------------------------------------------------ ----- ------------------ ------------------
Net decrease/(increase) in cash and cash equivalents (334) 223
Cash and cash equivalents at beginning of period 640 524
Effect of exchange rate changes 54 (2)
------------------------------------------------------ ----- ------------------ ------------------
Cash and cash equivalents at end of period 360 745
------------------------------------------------------ ----- ------------------ ------------------
NOTES TO THE INTERIM FINANCIAL INFORMATION
1. General Information
The Company is a public limited company listed on the Enterprise Securities Market (ESM) in Dublin and on the Alternative Investment Market (AIM) in London. The consolidated interim financial statements, presented for the six month period ended 30 June 2014, comprise the Company and its subsidiaries (together the "Group").
2. Basis of Preparation and Accounting Policies
2.1 Basis of preparation
The interim consolidated financial statements for the six months ended 30 June 2014 have been prepared in accordance with IAS 34 'Interim Financial Reporting' as issued by the International Accounting Standards Board.
The interim results have been prepared in accordance with the AIM Rules and in accordance with the accounting policies that the Group expects to adopt for the year ending 31 December 2014. Except as otherwise described, these accounting policies are consistent with the principal accounting policies which were set out in the Group's consolidated financial statements for the year ending 31 December 2013. The principal accounting policies as set out in the Group's consolidated financial statements for the year ending 31 December 2013 were consistent with International Financial Reporting Standards (IFRS) and International Financial Reporting Interpretations Committee (IFRIC) interpretations as adopted by the European Union (EU) and with those parts of the Companies Acts, 1963 to 2013 applicable to companies reporting under IFRS.
The financial information for the six months ending 30 June 2014 and the comparative figures for the six months ending 30 June 2013 as set out in the interim statement are un-audited. The summary financial information for the year ending 31 December 2013 represents an abbreviated version of the Group's full accounts for that year, on which the Group's Auditors issued an unqualified audit opinion, which has been filed with the Registrar of Companies. The interim results should be read in conjunction with the annual financial statements so filed.
2.2 Going concern
As detailed in note 9 on page 12 of the interim report, 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. Part of the net proceeds of the disposal were used to repay the loan facility from Mosaic Print Management Limited. Following the discharge of the Group's other liabilities and remaining store closure costs, it is expected that the Group will hold any remaining cash and have no other assets and no debt.
After taking account of the changes in trading performance, forecasts show that the Group will be able to continue to operate its remaining business for a period of 12 months from the date of this interim report without the need for additional finance.
On this basis, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. For that reason, they continue to adopt the going concern basis in preparing the interim report.
2.3 Accounting policies
The accounting policies applied by the Group in these consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2013.
NOTES TO THE INTERIM FINANCIAL INFORMATION (CONTINUED)
3. Financial risk management
The Group's activities exposes it to a variety of financial risks including interest rate risk, currency risk, price risk, credit risk and liquidity risk.
The interim consolidated financial statements do not include all financial risk management information and disclosures required in the annual financial statements, and should be read in conjunction with the Group's annual financial statements as at 31 December 2013.
There have been no changes in the Group's financial risk management policies since the year end.
4. Estimates
The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
In preparing these consolidated interim financial statements, the significant judgements made by management in applying the Group's accounting policies were the same as those applied to the consolidated financial statements as at and for the year ended 31 December 2013.
NOTES TO THE INTERIM FINANCIAL INFORMATION (CONTINUED)
5. Segment information
The Group has one business segment PAC Telemedia. This segment aligns with the Group's internal financial reporting system and the way in which the Chief Operating Decision Maker assesses performance. PAC Telemedia is the telecommunications division and comprises operating subsidiaries that are premium retailers of mobile phones and accessories. These subsidiaries are authorised agents for Verizon Wireless who offer pre and post paid mobile telecommunications subscription services and wireless data products.
Unaudited Unaudited
6 months 6 months
to to
30 June 30 June
Continuing operations 2014 2013
EUR'000 EUR'000
Revenue(1)
PAC Telemedia 19,383 19,754
EBITDA(2)
PAC Telemedia (88) 102
Unallocated(3) (450) (25)
----------------------------------- ------------------- ---------------------
(538) 77
----------------------------------- ------------------- ---------------------
Depreciation
PAC Telemedia (260) (291)
Unallocated(3) (2) (4)
----------------------------------- ------------------- ---------------------
(262) (295)
----------------------------------- ------------------- ---------------------
Group operating profit/(loss)
PAC Telemedia (348) (189)
Unallocated(3) (452) (29)
----------------------------------- ------------------- ---------------------
(800) (218)
----------------------------------- ------------------- ---------------------
Unaudited Unaudited
6 months 6 months
to to
Reconciliation of group operating 30 June 30 June
loss to loss before income tax 2014 2013
EUR'000 EUR'000
Group operating loss (800) (218)
Exceptional costs (note 7) (936) -
Net finance costs (223) (79)
----------------------------------- ------------------- ---------------------
Loss before tax (1,959) (297)
----------------------------------- ------------------- ---------------------
(1) Group revenue is entirely from external customers.
(2) The Executive Chairman assesses segment performance based on earnings before interest, tax, depreciation and amortisation
(EBITDA).
(3) Unallocated costs represent corporate costs of the Group.
NOTES TO THE INTERIM FINANCIAL INFORMATION (CONTINUED)
5. Segment information continued
Segment assets and liabilities at 30 June 2014 are as follows:
Continuing operations PAC Telemedia Unallocated Group
EUR'000 EUR'000 EUR'000
Non-current assets 5,500 4 5,504
Current assets 3,691 376 4,067
----------------------- ---------------- ------------------- ----------------
Total assets 9,191 380 9,571
----------------------- ---------------- ------------------- ----------------
Total liabilities (6,308) (1,741) (8,049)
----------------------- ---------------- ------------------- ----------------
Segment assets and liabilities at 30 June 2013 are as follows:
Continuing operations PAC Telemedia Unallocated Group
EUR'000 EUR'000 EUR'000
Non-current assets 5,416 123 5,539
Current assets 9,431 13 9,444
----------------------- ---------------- ------------------ -----------------
Total assets 14,847 136 14,983
----------------------- ---------------- ------------------ -----------------
Total liabilities (7,060) (1,822) (8,882)
----------------------- ---------------- ------------------ -----------------
Unaudited Unaudited
6 months 6 months
to to
6. Finance costs 30 June 30 June
and finance income 2014 2013
EUR'000 EUR'000
Continuing operations
Finance costs:
Other borrowings (49) (77)
Asset finance (1) (2)
Net foreign exchange losses (92) -
on financing activities
Late payment fee on borrowings (81) -
-------------------------------- ---------- ---------------------
(223) (79)
-------------------------------- ---------- ---------------------
7. Exceptional Items
Unaudited Unaudited
6 months 6 months
to to
30 June 30 June
2014 2013
EUR'000 EUR'000
Continuing operations
Goodwill impairment(1) 936 -
------------------------ --------------------- ---------------------
(1) the Group recognised an impairment charge of
EUR0.936 million as a result of an impairment review
undertaken in accordance with IAS 36 against the
goodwill allocated to the PAC Telemedia segment
NOTES TO THE INTERIM FINANCIAL INFORMATION (CONTINUED)
8. Notes to the consolidated cash flow statement
(a) Cash flows from operations
Unaudited Unaudited
6 months 6 months
ended ended
30 30 June
June 2013
2014
Continuing operations EUR'000 EUR'000
Loss before taxation (1,959) (297)
Adjustments for:
Net finance costs 223 79
Depreciation 262 295
Foreign exchange losses on operating
activities 175 (251)
Goodwill impairment 936 -
Changes in working capital:
Inventories 373 (257)
Trade and other receivables 148 (234)
Trade and other payables (75) 202
--------------------------------------- --------------------- ----------
Cash inflow/(outflow) from continuing
operations 83 (463)
--------------------------------------- --------------------- ----------
(b) Reconciliation of net decrease in cash and cash equivalents to movement in net debt
Unaudited Unaudited
6 months 6 months
ended ended
30 June 30 June
2014 2013
EUR'000 EUR'000
Continuing operations
(Decrease)/increase in cash and
cash equivalents (334) 223
Financing:
Repayment of borrowings 152 264
Asset finance repayments 3 11
-------------------------------------- --------------------- -------------------
(179) 498
Late payment fee on borrowings `(81) -
Proceeds from borrowings - (1,206)
Effect of foreign exchange rate
changes 4 25
-------------------------------------- --------------------- -------------------
Movement in net (debt) in the period (256) (683)
Net cash at beginning of period (774) (181)
-------------------------------------- --------------------- -------------------
Net cash at end of period (1,030) (864)
-------------------------------------- --------------------- -------------------
(c) Analysis of net (debt)/cash
Unaudited Unaudited
6 months 6 months
ended ended
30 June 30 June
2014 2013
EUR'000 EUR'000
Continuing operations
Cash and cash equivalents 360 745
Term debt and other loans (1,329) (1,578)
Asset finance obligations (61) (31)
--------------------------- --------------------- -----------------
(1,030) (864)
--------------------------- --------------------- -----------------
NOTES TO THE INTERIM FINANCIAL INFORMATION (CONTINUED)
9. Events after the reporting period
On 1 August 2014, the Group announced that it had conditionally agreed to enter into an asset purchase agreement to sell 50 of the 56 Verizon Wireless authorised stores co-owned and operated by its subsidiaries Express Business Service and Cellular Center, GA-AL. The potential purchaser was ABC Phones of North Carolina, Inc., trading as A Wireless which operates as a retailer of Verizon Wireless products and services with 250 stores. The sale would comprise the business, assets and certain liabilities of 50 stores for an aggregate consideration of $10 million. Following the completion of the disposal, the remaining six stores would close and the Group would cease trading activity in the US. This disposal would constitute a disposal resulting in a fundamental change in business pursuant to Rule 15 of the AIM and ESM rules and would require the approval of shareholders. Contingent on the approval of the disposal by shareholders, the Group would become an investing Company pursuant to the AIM Rules and the ESM rules. Shareholder approval would also be sought for this proposed change in activity.
The Group held an EGM on 22 August 2014 at which the above disposal was approved together with the approval of the resolution that the Group is now an investing company for the purposes of AIM Rule 15 and ESM Rule 15.
On 29 August 2014, the Group announced that it had received $2 million of the consideration due on the disposal of the US trading operations, from ABC Phones. The target closing date for the disposal to complete was 3 September 2014 at which point the remainder of the upfront consideration was due to be paid.
The Group announced on 3 September 2014 that the disposal of the US trading companies was completed and the company is now an investing company for the purposes of AIM Rule 15 and ESM Rule 15. In parallel the Group stated that it had repaid the loan facility from Mosaic Print Management Limited. The Group also disclosed that Mr. Steve Smith whose board position was co-terminus with the repayment of this facility, would continue on the board for the foreseeable future to provide continuity and assist in the identification and review of suitable acquisitions going forward.
10. Interim report
This interim report was approved by the Board of Directors on 18 September 2014 and is included on the Company's website, www.pacplc.com.
For further information contact:
Prime Active Capital plc
Dermot Martin
Chairman
+ 353 1 295 9895
Nominated adviser / ESM adviser
Davy Corporate Finance
Anthony Farrell / Eugenee Mulhern
+ 353 1 679 6363
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR EAKNPFFPLEFF
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