TIDMFDBK
RNS Number : 4153V
Feedback PLC
28 October 2014
28 October 2014
Feedback plc
('Feedback' or "the Company')
Final results for the year ended 31 May 2014
Chairman's statement
The financial year ended 31 May 2014 was transformational for
Feedback plc. It saw the Company sell the industrial site formerly
occupied by Feedback Instruments, which was the completion of the
long played out disposal decision made in May 2012. The net cash
proceeds of the sale amounted to GBP940,000 and this sum was used
to extinguish the Company's outstanding indebtedness of
approximately GBP200,000. The removal of this debt allowed the
Company to move forward with implementing its investment strategy
and accordingly on 19 May 2014 the Company entered the medical
imaging market when it completed the acquisitions of Cambridge
Computed Imaging Limited ("CCI") and TexRAD Limited ("TexRAD") by
way of a reverse takeover and readmission to trading on the AIM
market.
Since then the Company has made significant progress with CCI
achieving ISO 13485, the International Standard relating to quality
management systems for organisations involved in the manufacture of
medical devices, and also strengthening the software development
team. TexRAD continues to develop its product into a commercial
version for the pharmaceutical trials market while maintaining
sales of its research version to the leading oncology research
centres in hospitals around the world. The board is pleased to
announce that the Company is about to seek regulatory approval for
TexRAD to be used in pharmaceutical trials and are hopeful that FDA
approval can be achieved within the coming financial year.
Ahead of the launch of the pharmaceutical trials version of the
TexRAD software the Group has reconfirmed its arrangements with
Imaging Endpoints II, LLC ("IE2") in the USA. As set out in the
Company's admission document, TexRAD entered into a software
licence agreement and strategic partnership with IE2 in which
TexRAD granted IE2 the exclusive licence to use TexRAD Research
Software in the state of Arizona in the USA, and to use TexRAD
Clinical Trial Software worldwide with an expected termination date
of 12 September 2014. This agreement has now been re-signed on
substantially the same terms and will run for two years from the
validation date of the TexRAD Clinical Trial Software, i.e. the
date at which it has achieved compliance with 21 CFR part 11 of the
Code of Federal Regulations. IE2 will therefore remain our
exclusive partner worldwide for imaging core lab purposes.
The board intends to continue to develop CCI and TexRAD and will
also look to increase the Group's presence in the medical imaging
sector with bolt on acquisitions and collaborations with research
institutions to further grow the business. The board is pleased
with the progress that has been made to date and enthused by new
opportunities that present themselves to the Group.
It is with this in mind that the board has considered its
current configuration. Whilst the board is involved with the
day-to-day running of the operations of the Group at a high level,
the board considers it appropriate that the directors of the
Company should be focused on considering and actively pursuing
potential acquisition opportunities. Accordingly, the Company today
announces a reorganisation of the board of directors with immediate
effect.
The board will now comprise three non-executive directors being
Simon Barrell, Trevor Brown and Tom Charlton with Simon Barrell
assuming the role of non-executive chairman. Nick Shepheard will
leave the Company to pursue his other business interests. Senior
management, being Mike Hayball, Dr Balaji Ganeshan and Dr Stephen
Brown, will be responsible for the day-to-day management of the
trading businesses.
I would like to thank Nick Shepheard for his time at Feedback
and seeing the Group through the difficult years and the change in
direction. The board wishes him success in the future.
It is with great sadness that we have learned that Professor
John Westcott, the Life President of Feedback plc, has passed away
at the age of 93. Professor Westcott was one of the original
founders of the Company in 1958 and also Emeritus Professor of
Control Systems and a Senior Research Fellow at Imperial College.
He served as a director of Feedback for 54 years until his
resignation on health grounds in November 2012. We send our deepest
condolences to his family and friends.
Simon Barrell
Chairman
For further information contact:
Feedback plc Tel: 01954
718072
Simon Barrell
Sanlam Securities UK
Simon Clements / Virginia Bull Tel: 020 7628
2200
Consolidated Statement of Comprehensive Income
Note 2014 2013 2013 2013
GBP000 GBP000 GBP000 GBP000
Total Continuing Discontinued Total
REVENUE 7 - 1,719 1,719
Cost of Sales - - (1,010) (1,010)
------- ----------- ------------- --------
GROSS PROFIT 7 - 709 709
Other Operating
Expenses (314) (492) (890) (1,382)
Costs associated
with the acquisition
of subsidiaries 4 (164) - - -
Total operating
expenses (478) (492) (890) (1,382)
------- ----------- ------------- --------
OPERATING LOSS (471) (492) (181) (673)
Net finance expense - (57) - (57)
------- ----------- ------------- --------
Loss on ordinary
activities before
taxation (471) (549) (181) (730)
Tax charge - - - -
------- ----------- ------------- --------
LOSS ON ORDINARY
ACTIVITIES AFTER
TAX (471) (549) (181) (730)
------- ----------- ------------- --------
Profit on disposal
of discontinued
operations 4 - - 382 382
(Loss)/profit for
the year attributable
to the equity Shareholders
of the Company (471) (549) 201 (348)
----------- -------------
Other comprehensive
income/(expense)
Translation differences
on overseas operations (3) (3)
------- --------
Total comprehensive
expense for the
year (474) (351)
======= ========
LOSS PER SHARE (pence)
Basic and diluted 3 (0.35) (0.42) 0.15 (0.27)
======= =========== ============= ========
Consolidated Statement of Changes in Equity
GROUP Share Share Capital Retained Translation Convertible Total
Capital Premium Reserve Earnings Reserve Debt
Option
Reserve
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
At 1 June 2012 327 851 300 (162) (204) - 1,112
Total comprehensive
expense for the
year - - - (348) (3) - (351)
At 31 May 2013 327 851 300 (510) (207) - 761
--------- --------- --------- ---------- ------------ ------------ -------
New shares issued 150 598 - - - - 748
Costs associated
with the raising
of funds - (40) - - - - (40)
Share option and
warrant costs - - - 14 - - 14
Convertible debt
raised in the
year - - - - - 189 189
Total comprehensive
expense for the
year - - - (471) (3) - (474)
--------- --------- --------- ---------- ------------ ------------ -------
At 31 May 2014 477 1,409 300 (967) (210) 189 1,198
========= ========= ========= ========== ============ ============ =======
Consolidated Balance Sheet
2014 2013
Notes GBP000 GBP000
ASSETS
Non-current assets
Property, plant and 1 -
equipment
Intangible assets 6 848 -
------- -------
849 -
Current assets
Trade receivables 87 -
Other receivables 7 121 15
Cash and cash equivalents 874 342
------- -------
1,082 357
Non current assets
held for sale 5 - 940
Total assets 1,931 1,297
======= =======
EQUITY
Capital and reserves
attributable to the
Company's equity
shareholders
Called up share capital 9 477 327
Share premium account 1,409 851
Capital reserve 300 300
Translation reserve (210) (207)
Retained earnings (967) (510)
------- -------
1,009 761
Convertible debt 189 -
option reserve
TOTAL EQUITY 1,198 761
LIABILITIES
Deferred tax liabilities 80 -
------- -------
80 -
Current liabilities
Trade payables 225 102
Other payables 8 428 434
653 536
------- -------
Total liabilities 733 536
------- -------
TOTAL EQUITY AND
LIABILITES 1,931 1,297
======= =======
Consolidated Cash Flows Statement
2014 2013
GBP000 GBP000
Cash flows from operating
activities
Loss before tax (471) (730)
------- -------
Adjustments for:
Cost of acquisition of 164 -
subsidiaries
Impairment provision against
property - 110
Net finance expenditure - 57
Depreciation and amortisation - 241
Loss on disposal of property,
plant and equipment - 17
Foreign exchange difference 3 3
Decrease in inventories - 193
Decrease in trade receivables - 31
(Increase)/decrease in
other receivables (80) 136
Decrease in trade payables 57 36
(Decrease)/increase in
other payables (155) 39
------- -------
(11) 863
------- -------
Net cash (used in)/ generated
by operating activities (482) 133
Cash flows from investing
activities
Purchase of tangible fixed
assets - (9)
Purchase of intangible
assets - (126)
Proceeds from sale of 940 -
assets held for resale
Cash received on purchase 65 -
of subsidiaries
Cash paid on acquisition (31) -
of subsidiaries
Cash on acquisition of (164) -
subsidiaries including
costs
Net cash disposed of with
subsidiary - (11)
Net proceeds from sale
of subsidiary - 570
------- -------
Net cash generated from
investing activities 810 424
Cash flows from financing
activities
Interest paid - (57)
Loan repayment (245) -
Equity based loan received 189 -
Net proceeds of share 260 -
issue
------- -------
Net cash generated from/(used
in) financing activities 204 (57)
------- -------
Net increase in cash and
cash equivalents 532 500
Cash and cash equivalents
at beginning of year 342 (158)
Cash and cash equivalents
at end of year 874 342
======= =======
1 ACCOUNTING POLICIES
Basis of preparation
These financial statements have been prepared in accordance with
those IFRS standards and IFRIC interpretations issued and effective
or issued and early adopted as at the time of preparing these
statements (October 2014). The accounting policies have been
consistently applied to all the years presented.
These consolidated financial statements have been prepared under
the historical cost convention. During the prior period the group
disposed of its subsidiary Feedback Data plc. The results of the
subsidiary were disclosed as discontinued operations.
During the year the group disposed of its property (held by
Brickshield Limited). The disposed property was classified 'as held
for sale' in 2013.
The financial information set out above does not comprise the
Company's statutory accounts for the periods ended 31 May 2014 or
31 May 2013. Statutory accounts for 31 May 2013 have been delivered
to the Registrar of Companies and those for 31 May 2014 will be
delivered following the Company's Annual General Meeting. The
auditors have reported on those accounts; their report was
unqualified and did not contain statements under section 498(2) or
(3) of the Companies Act 2006 in respect of the accounts for 2014
or for 2013.
2 GOING CONCERN
The Group disposed of its investment property for GBP940,000
during the year. The Company was an Investing Company until, on 19
May 2014, the Company acquired two subsidiaries in the medical
imaging market, Cambridge Computed Imaging Limited and TexRAD
Limited. The Group is now focused on medical imaging.
The Directors have produced forecasts which show that the Group
and Company has adequate cash resources for at least the next
twelve months from the date of this report. The Directors believe
that the company is a going concern and have therefore prepared the
financial statements on a going concern basis
3. LOSS PER SHARE
Basic earnings per share is calculated by reference to the loss
on ordinary activities after taxation of GBP471,000 (2013:
GBP348,000) and on the weighted average of 132,912,773 (2013:
130,949,746) shares in issue.
As at 31 As at 31
May 2014 May 2013
GBP'000 GBP'000
Net loss attributable
to ordinary equity
holders (471) (348)
============ ============
As at 31 As at 31
May 2014 May 2013
Weighted average number
of ordinary shares
for basic earnings
per share 132,912,773 130,949,746
Effect of dilution:
Share Options - -
Warrants - -
------------ ------------
Weighted average number
of ordinary shares
adjusted for the effect
of dilution 132,912,773 130,949,746
============ ============
Loss per share (pence)
Continuing (0.35) (0.42)
Discontinued - 0.15
Basic (0.35) (0.27)
4 INVESTMENTS
On 19 May 2014 the Group acquired Cambridge Computed Imaging
Limited and TexRAD Limited. These are both consolidated from the
date of acquisition. The Group was an investing company until this
time and has invested in two companies in Medical Imaging. The
company relisted as a trading company at the time of the
acquisitions.
During 2013 the group disposed of its interests in Feedback Data
plc. The results of this subsidiary are included in the income
statement to the date of the disposal, 31 May 2013.
2014
Acquisition of Cambridge Computed Imaging Limited and TexRAD
Limited
Cambridge TexRAD Total Fair Fair
Computed Limited value Value
Imaging adjustments of assets
Limited acquired
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Intangible
assets 115 41 156 400 556
Tangible assets 1 - 1 - 1
---------- --------- -------- ------------- -----------
116 41 157 400 557
Current assets
Debtors 32 91 123 - 123
Cash 29 36 65 - 65
Deferred tax - - - (80) (80)
Net liabilities (261) (209) (470) - (470)
---------- --------- -------- ------------- -----------
(84) (41) (125) 320 195
---------- --------- -------- -------------
Cost of acquisition
Issue of shares 200 227 427 - 427
Cash consideration 13 13 26 - 26
Issue of warrants - 14 14 - 14
---------- --------- -------- ------------- -----------
213 254 467 467
---------- --------- -------- ------------- -----------
Goodwill arising on consolidation representing
intangible assets not qualifying for
separable recognition. 272
===========
The costs related to the acquisitions of GBP164,000 have been
recognised as part of the administration costs, although shown
separately, in the statement of comprehensive income. The
subsidiaries contributed GBP7,000 of revenue to the group and no
profit or loss in the period since acquisition.
Had the subsidiaries been part of the Group for the full year
from 1 June 2013, Group revenue would have been GBP364,000 and
Group loss would have been GBP471,000.
None of the goodwill arising on consolidation is tax
deductible.
2013
Disposal of subsidiary undertaking, Feedback Data plc.
GBP'000
Intangible assets 264
Tangible assets 13
--------
277
Current assets
Inventories 123
Debtors 323
Cash 11
Deferred tax (86)
Net liabilities (460)
--------
Total net assets disposed of 188
Net proceeds (570)
--------
Profit on disposal 382
========
On the acquisition of the entire issued share capital of
Feedback Data plc, the buyer assumed all assets, liabilities and
TUPE obligations of the Company.
The cash flows relating to Feedback Data plc were as
follows:
2014 2013
GBP'000 GBP'000
Operating cash flows - 225
Investing cash flows - (138)
--------- --------
5. ASSETS HELD FOR SALE
Land Total
& Buildings
GBP000 GBP000
At 31 May 2012 1,050 1,050
Impairment (110) (110)
At 31 May 2013 940 940
Disposed of in year (940) (940)
At 31 May 2014 - -
============= =======
The property was sold for GBP940,000 in July 2013.
6. INTANGIBLE ASSETS
Software Customer Patents Goodwill Development Total
relationships Expenditure
GROUP GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Cost
At 31 May 2012 - - - - 2,117 2,117
Additions - - - - 126 126
Disposed on sale
of subsidiary - - - - (2,243) (2,243)
--------- --------------- -------- --------- ------------- --------
- - - - - -
At 31 May 2013 -
Additions 20 - - - - 20
Acquired with
subsidiary 415 100 41 272 - 828
--------- --------------- -------- --------- ------------- --------
At 31 May 2014 435 100 41 272 - 848
--------- --------------- -------- --------- ------------- --------
Amortisation
At 31 May 2012 - - - - 1,787 1,787
Charge for the
year - - - - 192 192
Disposed on sale
of subsidiary - - - - (1,979) (1,979)
--------- --------------- -------- --------- ------------- --------
- - - - - -
At 31 May 2013
Charge for the - - - - - -
year
At 31 May 2014 - - - - - -
--------- --------------- -------- --------- ------------- --------
Net Book Value
At 31 May 2014 435 100 41 272 - 848
========= =============== ======== ========= ============= ========
At 31 May 2013 - - - - - -
========= =============== ======== ========= ============= ========
7 OTHER RECEIVABLES
Group
2014 2013
GBP000 GBP000
Amounts falling due
within one year
Amounts owing by subsidiary - -
undertakings
Other receivables 94 -
Prepayments 27 15
------- -------
121 15
======= =======
8. OTHER PAYABLES
Group
2014 2013
GBP000 GBP000
Amounts falling due
within one year
Other payables 196 349
Other taxes and social
security 11 22
Accruals 50 63
Deferred income 171 -
------- -------
428 434
======= =======
Included within other payables is a loan and interest thereon
from a company connected to a shareholder of GBPNil (2013
GBP245,000). The loan attracted interest at 12% per annum and was
secured on the group's property. The loan was repayable within 6
months and was fully repaid on 31 July 2013 following the sale of
the property.
Included in other payables is an amount of GBP189,000 due to T
Charlton. Mr Charlton had a debt due by Cambridge Computed Imaging
Limited to Panvista Limited assigned to him. For further detail see
note 23.
9. SHARE CAPITAL
2014 2013
GBP000 GBP000
Authorised and
issued share capital
Ordinary shares
of 0.25 pence each 477 327
============ ============
Allotted, called
up and fully paid
share capital:
Number Number
As at 1 June 2013 130,946,746 130,946,746
Issued during the period
On 19 May 2014
16,000,000 -
* On acquisition of Cambridge Computed Imaging Limited
18,200,000 -
* On Acquisition of TexRAD Limited
1,600,000 -
* On Acquisition of Intellectual Property
24,000,000 -
* Placing of shares
As at 31 May 2014 190,746,746 130,946,746
------------ ------------
9. PUBLICATION OF ANNOUNCEMENT AND REPORT AND ACCOUNTS
A copy of this announcement will be available at the Company's
registered office (Unit 5 Grange Park, Broadway, Bourn,
Cambridgeshire CB23 2TA) and on its website - www.fbk.com.
This announcement is not being sent to shareholders. The Annual
Report will be posted to shareholders shortly and will be made
available on the website.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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