FEEDBACK PLC — Regulatory Filings 2014

Oct 28, 2014

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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 £940,000 and this sum was used to extinguish the Company's outstanding indebtedness of approximately £200,000. 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
				£000	£000	£000	£000
				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 Capital	Share Premium	Capital Reserve	Retained Earnings	Translation Reserve	Convertible Debt Option Reserve	Total
	£000	£000	£000	£000	£000	£000	£000
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		£000	£000
ASSETS
Non-current assets
Property, plant and equipment			1	-
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 option reserve			189	-
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
	£000	£000
Cash flows from operating activities
Loss before tax	(471)	(730)
Adjustments for:
Cost of acquisition of subsidiaries	164	-
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 assets held for resale	940	-
Cash received on purchase of subsidiaries	65	-
Cash paid on acquisition of subsidiaries	(31)	-
Cash on acquisition of subsidiaries including costs	(164)	-
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 issue	260	-
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 £940,000 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 £471,000 (2013: £348,000) and on the weighted average of 132,912,773 (2013: 130,949,746) shares in issue.

			As at 31 May 2014	As at 31 May 2013
			£'000	£'000
Net loss attributable to ordinary equity holders			(471)	(348)
			As at 31 May 2014	As at 31 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 Computed Imaging Limited	TexRAD Limited	Total	Fair value adjustments	Fair Value of assets acquired
	£'000	£'000	£'000	£'000	£'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 £164,000 have been recognised as part of the administration costs, although shown separately, in the statement of comprehensive income. The subsidiaries contributed £7,000 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 £364,000 and Group loss would have been £471,000.

None of the goodwill arising on consolidation is tax deductible.

2013

Disposal of subsidiary undertaking, Feedback Data plc.

	£'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
	£'000	£'000
Operating cash flows	-	225
Investing cash flows	-	(138)

5.             ASSETS HELD FOR SALE

		Land & Buildings	Total
		£000	£000
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 £940,000 in July 2013.

6.             INTANGIBLE ASSETS

	Software	Customer relationships	Patents	Goodwill	Development Expenditure	Total
GROUP	£000	£000	£000	£000	£000	£000
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
	£000	£000
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
	£000	£000
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 £Nil (2013 £245,000). 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 £189,000 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
						£000	£000
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
·      On acquisition of Cambridge Computed Imaging Limited						16,000,000	-
·      On Acquisition of TexRAD Limited						18,200,000	-
·      On Acquisition of Intellectual Property						1,600,000	-
·      Placing of shares						24,000,000	-
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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