Feedback plc is pleased to announce its final results for the year ended 31 May 2015.
CHAIRMAN’S STATEMENT
We are pleased to present the results for the year ended 31 May 2015. These are the first full year results to include the trading of the two medical imaging companies, Cambridge Computed Imaging Limited (‘CCI’) and TexRAD Limited, (‘TexRAD’) both of which we acquired in May 2014. Revenue for the year was £381,970 (2014: £7,250) and the loss after tax was £1,111,433 following the write down of intangible assets of £689,142 (2014: Loss £470,654). The Directors have considered it prudent to write down the carrying value of the intangible assets in the balance sheet in order to meet the requirements of IFRS. However, the Directors still believe the Company’s technology has great potential which will generate ongoing revenue and attract new collaboration partners. Cash as at 31 May 2015 was £63,261 (31 May 2014: £874,432) ahead of the placing announced on 3 June 2015 which raised £200,000. Cash balances at 31 October 2015 stood at £210,076.
The early part of the period saw the bedding in of the acquisitions with a focus on establishing the quality process and serving the existing customer base. CCI’s business was a steady performer attaining ISO 13485, the international standard relating to quality management systems for organisations involved in the manufacture of medical devices as well as adding further resource to the regulatory team. CCI provides all the regulatory, technical and development support to TexRAD while maintaining its principal business of supporting Papworth Hospital, Cambridgeshire with its PACS (Picture Archiving and Communication System). TexRAD, our texture analysis software product for analysing images from CT scans, was granted a European patent thus extending its portfolio of protected intellectual property.
There has been a focus on developing strategic collaborations for TexRAD while continuing the sales of research versions to world-leading research institutions. During the year, TexRAD has been purchased by institutions including ELK in Berlin, Velindre Cancer Centre in Cardiff, University of Tokyo Department of Radiology at the Institute of Medical Science in Japan, CHU de Reims in France and Seoul National University Bundang Hospital in South Korea, among others. The company was also delighted to announce on 9 September 2015 that TexRAD had completed its first sale to China with an installation at Peking University Medical College Hospital, Beijing. We have also worked closely with leading research groups with a view to commercialising TexRAD for specific applications. Since the year end and following the highly encouraging early results from a retrospective study into TexRAD’s potential use in the treatment of urolithiasis (formation of kidney stones), the Company formed a joint venture company, Stone Checker Software Ltd (‘Stone Checker’). Stone Checker will use our intellectual property in conjunction with other biomarkers to develop an integrated product to assist clinicians to determine which stones are most likely to respond to shock wave lithotripsy. We have, in the new financial year, formed another joint venture company, Prostate Checker Ltd to target a more effective method of diagnosing and assessing treatment options for prostate cancer.
Our collaborations with leading medical institutions are progressing well. Professor Ken Miles at the Diagnostic Radiology department at the Princess Alexandra Hospital in Brisbane, Australia has been doing valuable work in examining TexRAD’s potential for inclusion in radiology workflow, particularly in assisting treatment decisions and improving patient management in lung cancer. Professor Choi at the University of Texas MD Anderson Cancer Center in Houston, Texas, USA will be assessing TexRAD’s effectiveness for patients with kidney and adrenal cancers. Dr. Andrew Smith’s work on metastatic kidney cell cancer at the University of Mississippi Medical Center in Jackson, Mississippi, USA using TexRAD has been presented at the annual meeting of the Society of Computed Body Tomography and Magnetic Resonance in Toronto, Canada. McGill University Hospital in Montreal, Quebec, Canada will be focussing on breast cancer and appraising TexRAD’s use as a supplementary tool in digital mammography to achieve better patient management.
We continue to work with Imaging Endpoints II, LLC to serve the clinical trials market in the United States. We have recently delivered the latest version of our TexRAD clinical trials software with extra features and we are now working towards achieving 21 CFR Part 11 compliance. The last year has seen strong competition in the clinical trials market to win the available business from pharmaceutical companies. Nevertheless TexRAD is expected to be used in a study of colorectal cancer patients (stage IIIc) being treated with Bayer’s drug Regorafenib after adjuvant FOLFOX. Having re-evaluated the Company’s previous strategy for seeking FDA approval for TexRAD, the board now recognise that there are significant commercial opportunities available to Feedback if TexRAD were to be used in conjunction with other biomarkers to create integrated products for specific clinical applications. These products could then be marketed much more effectively to clinicians compared with a general software application. We may also prioritise CE marking in order to accelerate development of commercial products for the European markets. As a consequence of this new focus, FDA approval for TexRAD is no longer regarded as one of the Company’s principal corporate objectives.
Board Reorganisation
The Company today announces a reorganisation of the board of directors with immediate effect. Simon Barrell steps down from the Board to devote more time to his other business commitments. Tom Charlton becomes non-executive chairman and we welcome two of the senior management team, Dr Balaji Ganeshan and Mike Hayball to the plc board. In addition we are delighted to announce the appointment of Dr Alex Menys as a non-executive director. Dr Menys is a researcher at University College London and chief executive of Motilent Ltd, a developer of advanced medical imaging software aimed at maximising the effectiveness of radiology in the evaluation of gastrointestinal function.
We are very encouraged by the continued interest shown in TexRAD and the number of research papers being published which highlight its numerous potential applications. In order to generate optimum value for shareholders we shall be looking to support our collaboration partners and invest further in our newly-formed joint venture companies. The year ahead will also see the Company selling fewer research versions of TexRAD as we focus on setting up more joint venture companies and collaborations targeting specific applications for TexRAD’s clinical use to provide the foundation for TexRAD’s future commercial success.
Tom Charlton
Chairman
5 November 2015
For further information contact:
|
Feedback plc |
Tel: 01954 718072 |
|
Tom Charlton/ Trevor Brown |
|
|
Sanlam Securities UK (Nominated Adviser and Joint Broker) |
Tel: 020 7628 2200 |
|
Simon Clements / James Thomas |
|
|
Peterhouse Corporate Finance Ltd (Joint Broker) |
Tel: 020 7469 0936 |
|
Lucy Williams / Duncan Vasey |
Notes to editors:
TexRAD (is a novel sophisticated imaging risk stratification research tool that analyses the textures in existing radiological scans. This research software application analyses textures, detecting and measuring tumour heterogeneity (complexity) from these images, revealing more information from medical images than it is currently possible to see with the naked eye. Research to date has shown that TexRAD could potentially assist the clinician (as an ‘Imaging Biomarker’) in confident decision-making: assessing the prognosis, disease severity (e.g. risk of metastases) and response evaluation of patients with cancer. Currently TexRAD research has shown great potential in many different oncological sites, including, colorectal, breast, lung, prostate, oesophageal, head & neck, lymphoma, liver and renal cancers and could potentially be employed as a heterogeneity assessing tool in the era of ‘Precision and Personalized Medicine’. TexRAD is manufactured under licence by the ISO 13485 certified company Cambridge Computed Imaging Ltd, a subsidiary of Feedback plc. More information is available on www.fbk.com and www.texrad.com.
STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MAY 2015
|
Note |
2015 |
2014 |
||
|
£ |
£ |
|||
|
REVENUE |
381,970 |
7,250 |
||
|
Cost of sales |
(1,434) |
– |
||
|
GROSS PROFIT |
380,536 |
7,250 |
||
|
Other operating expenses |
(888,600) |
(313,904) |
||
|
Costs associated with the acquisition of subsidiaries |
|
– |
(164,000) |
|
|
Impairment of intangible assets |
7 |
(689,142) |
– |
|
|
Total operating expenses |
(1,577,742) |
(477,904) |
||
|
OPERATING LOSS |
(1,197,206) |
(470,654) |
||
|
Net finance income |
908 |
– |
||
|
Loss on ordinary activities before taxation |
(1,196,298) |
(470,654) |
||
|
Tax credit |
84,865 |
– |
||
|
LOSS ON ORDINARY ACTIVITIES AFTER TAX |
(1,111,433) |
(470,654) |
||
|
Loss for the year attributable to the equity Shareholders of the Company |
(1,111,433) |
(470,654) |
||
|
Other comprehensive income/(expense) |
||||
|
Translation differences on overseas operations |
108 |
(3,104) |
||
|
Total comprehensive expense for the year |
(1,111,325) |
(473,758) |
||
|
LOSS PER SHARE (pence) |
||||
|
Basic and diluted |
4 |
(0.58) |
(0.35) |
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MAY 2015
|
GROUP |
Share Capital |
Share Premium |
Capital Reserve |
Retained Earnings |
Translation Reserve |
Convertible Debt Option Reserve |
Total |
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
|
|
At 1 June 2013 |
327,367 |
851,334 |
299,900 |
(509,413) |
(207,000) |
– |
762,188 |
|
New shares issued |
149,500 |
598,000 |
– |
– |
– |
– |
747,500 |
|
Costs associated with the raising of funds |
– |
(40,000) |
– |
– |
– |
– |
(40,000) |
|
Share option and warrant costs |
– |
– |
– |
13,728 |
– |
– |
13,728 |
|
Convertible debt raised in the year |
– |
– |
– |
– |
– |
189,000 |
189,000 |
|
Total comprehensive expense for the year |
– |
– |
– |
(470,654) |
(3,104) |
– |
(473,758) |
|
At 31 May 2014 |
476,867 |
1,409,334 |
299,900 |
(966,339) |
(210,104) |
189,000 |
1,198,658 |
|
Share option and warrant costs |
– |
– |
– |
1,289 |
– |
– |
1,289 |
|
Total comprehensive expense for the year |
– |
– |
– |
(1,111,433) |
108 |
– |
(1,111,325) |
|
At 31 May 2015 |
476,867 |
1,409,334 |
299,900 |
(2,076,483) |
(209,996) |
189,000 |
88,622 |
CONSOLIDATED BALANCE SHEET AT 31 MAY 2015
|
2015 |
2014 |
|||
|
Notes |
£ |
£ |
||
|
ASSETS |
||||
|
Non-current assets |
||||
|
Property, plant and equipment |
6 |
6,915 |
1,444 |
|
|
Intangible assets |
7 |
139,558 |
848,000 |
|
|
146,473 |
849,444 |
|||
|
Current assets |
||||
|
Trade receivables |
110,870 |
87,610 |
||
|
Other receivables |
8 |
101,259 |
120,879 |
|
|
Cash and cash equivalents |
63,261 |
874,432 |
||
|
275,390 |
1,082,921 |
|||
|
Total assets |
421,863 |
1,932,365 |
||
|
EQUITY |
||||
|
Capital and reserves attributable to the Company’s equity shareholders |
||||
|
Called up share capital |
10 |
476,867 |
476,867 |
|
|
Share premium account |
1,409,334 |
1,409,334 |
||
|
Capital reserve |
299,900 |
299,900 |
||
|
Translation reserve |
(209,996) |
(210,104) |
||
|
Retained earnings |
(2,076,483) |
(966,339) |
||
|
(100,378) |
1,009,658 |
|||
|
Convertible debt option reserve |
189,000 |
189,000 |
||
|
TOTAL EQUITY |
88,622 |
1,198,658 |
||
|
LIABILITIES |
||||
|
Deferred tax liabilities |
27,911 |
80,000 |
||
|
27,911 |
80,000 |
|||
|
Current liabilities |
||||
|
Trade payables |
40,368 |
225,157 |
||
|
Other payables |
9 |
264,962 |
428,550 |
|
|
305,330 |
653,707 |
|||
|
Total liabilities |
333,241 |
733,707 |
||
|
TOTAL EQUITY AND LIABILITIES |
421,863 |
1,932,365 |
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MAY 2015
|
2015 |
2014 |
|
|
£ |
£ |
|
|
Cash flows from operating activities |
||
|
Loss before tax |
(1,196,298) |
(470,654) |
|
Adjustments for: |
||
|
Share option costs |
1,289 |
173 |
|
Cost of acquisition of subsidiaries |
– |
164,000 |
|
Net finance income |
(908) |
– |
|
Depreciation and amortisation |
184,170 |
– |
|
Impairment of intangible assets |
689,142 |
– |
|
Foreign exchange difference |
108 |
3,104 |
|
(Increase)/decrease in trade receivables |
(23,260) |
– |
|
Decrease/(increase) in other receivables |
52,396 |
(79,725) |
|
(Increase)/decrease in trade payables |
(184,789) |
56,436 |
|
(Decrease) in other payables |
(163,588) |
(155,039) |
|
554,560 |
(11,051) |
|
|
Net cash used in operating activities |
(641,738) |
(481,705) |
|
Cash flows from investing activities |
||
|
Purchase of tangible fixed assets |
(9,329) |
– |
|
Purchase of intangible assets |
(161,012) |
– |
|
Net finance income received |
908 |
– |
|
Proceeds from sale of assets held for resale |
– |
940,000 |
|
Cash received on purchase of subsidiaries |
– |
65,045 |
|
Cash paid on acquisition of subsidiaries |
– |
(31,400) |
|
Cash on acquisition of subsidiaries including costs |
– |
(164,000) |
|
Net (used by)/cash generated from investing activities |
(169,433) |
809,645 |
|
Cash flows from financing activities |
||
|
Loan repayment |
– |
(245,000) |
|
Equity based loan received |
– |
189,000 |
|
Net proceeds of share issue |
– |
260,000 |
|
Net cash generated from financing activities |
– |
204,000 |
|
Net (decrease)/ increase in cash and cash equivalents |
(811,171) |
531,940 |
|
Cash and cash equivalents at beginning of year |
874,432 |
342,492 |
|
Cash and cash equivalents at end of year |
63,261 |
874,432 |
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2015
1. General information
On 19 May 2014 the Company acquired two subsidiaries in the medical imaging sector, Cambridge Computed Imaging Limited and TexRAD Limited.
The Company is a public limited company domiciled in the United Kingdom and incorporated under registered number 00598696 in England and Wales. The Company’s registered office is Grange Park, Broadway, Bourn, Cambridgeshire, CB23 2TA.
The Company is listed on AIM of the London Stock Exchange. These Financial Statements were authorised for issue by the Board of Directors on the 5 November 2015.
2. Adoption of new and revised International Financial Reporting Standards
No new International Financial Reporting Standards (“IFRS”), amendments or interpretations became effective in 2015 which had a material effect on this financial information.
At the date of approval of this financial information, the following IFRS Standards and Interpretations, which have not been applied in these Financial Statements, were in issue but not yet effective. These new Standards, Amendments and Interpretations are those in issue but not yet effective which are expected to apply to the Group and are effective for accounting periods beginning on or after the dates shown below:
IFRS Standards and Interpretations issued (and EU adopted) but not yet effective:
- IFRS 9 Financial Instruments (effective periods beginning 1 January 2018)
- IFRS 15 Revenue from Contracts with Customers (effective periods beginning 1 January 2018)
The Group has not early adopted these amended standards and interpretations. The Directors do not anticipate that the adoption of these standards and interpretations will have a material impact on the reported results.
3. SIGNIFICANT ACCOUNTING POLICIES
(a) 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. The policies set out below have been consistently applied to all the years presented.
No separate income statement is presented for the parent Company as provided by Section 408, Companies Act 2006.
(b) Basis of consolidation
The Group financial statements consolidate the financial statements of Feedback plc and its subsidiaries (the “Group”) for the years ended 31 May 2014 and 2015 using the acquisition method.
The financial statements of subsidiaries are prepared for the same reporting year as the parent company, using consistent accounting policies. All inter-company balances and transactions, including unrealised profits arising from them, are eliminated. Subsidiaries are fully consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group.
(c) Going Concern
The Directors have produced forecasts which show that the Group and Company have adequate cash resources for at least the next twelve months from the date of this report and the Directors believe the Group could obtain further equity finance from the financial markets to support its re-evaluated corporate strategy, if required. The Directors believe that the company is a going concern and have therefore prepared the financial statements on a going concern basis.
4. LOSS PER SHARE
. Basic earnings per share is calculated by reference to the loss on ordinary activities after taxation of £1,111,433 (2014: £470,654) and on the weighted average of 190,746,746 (2014: 132,912,773) shares in issue.
|
As at 31 May 2015
|
As at 31 May 2014
|
||
|
£’000 |
£’000 |
||
|
Net loss attributable to ordinary equity holders |
(1,111,433) |
(470,654) |
|
|
As at 31 May 2015
|
As at 31 May 2014 |
||
|
Weighted average number of ordinary shares for basic earnings per share |
190,746,746 |
132,912,773 |
|
|
Effect of dilution: |
|||
|
Share Options |
– |
– |
|
|
Warrants |
– |
– |
|
|
Weighted average number of ordinary shares adjusted for the effect of dilution |
190,746,746 |
132,912,773 |
|
|
Loss per share (pence) |
|||
|
Basic |
(0.58) |
(0.35) |
|
|
Diluted |
(0.58) |
(0.35) |
|
There is no dilutive effect of the share options and warrants as the dilution would be negative.
5. INVESTMENTS
|
Total |
|||
|
£ |
|||
|
COMPANY – Shares in Group undertakings |
|||
|
Cost |
|||
|
At 1 June 2013 |
1,867,000 |
||
|
Additions |
467,455 |
||
|
At 31 May 2014 |
2,334,455 |
||
|
As at 31 May 2015 |
2,334,455 |
||
|
Provisions |
|||
|
At 1 June 2012 |
1,867,000 |
||
|
Provided in the year |
– |
||
|
At 31 May 2013 |
1,867,000 |
||
|
Provided in the year |
– |
||
|
At 31 May 2014 |
1,867,000 |
||
|
Provided in the year |
467,455 |
||
|
At 31 May 2015 |
2,334,455 |
||
|
Net Book Value |
|||
|
At 31 May 2015 |
– |
||
|
At 31 May 2014 |
467,455 |
||
|
At 31 May 2013 |
– |
||
|
All of the above investments are unlisted.
|
Following the prudent write down of the intangible assets under the requirements of IFRS in the subsidiaries, the subsidiaries’ financial statements show that they have net liabilities. The directors have made full provision against the cost of investment in the subsidiaries due to the net liabilities shown in the subsidiary financial statements.
Particulars of principal subsidiary companies during the year, all the shares of which being beneficially held by Feedback PLC, were as follows:
|
Company |
Activity |
Country of and incorporation operation |
Proportion of Shares held |
|
Feedback Black Box Company Limited |
Non trading |
England
|
100% Ordinary £1 |
|
Feedback Data GmbH |
Non trading (liquidated October 2015) |
Germany |
100% |
|
Brickshield Limited |
Non trading |
England |
100% |
|
Cambridge Computed Imaging Limited |
Medical Imaging |
England |
100% A Ordinary £1 |
|
100% B Ordinary 1p |
|||
|
TexRAD Limited |
Medical Imaging |
England |
100% Ordinary 1p |
|
TexRAD Limited is owned 100% by virtue of a direct holding by Feedback plc of 91% and an indirect holding via Cambridge Computed Imaging Limited of 9%. |
|||
|
Feedback Data GmbH is a subsidiary of Feedback plc following the transfer of ownership from Feedback Data plc on 31 May 2013. The company was liquidated in October 2015. |
|||
|
All the subsidiary companies have been included in these consolidated financial statements. |
|||
2014 Acquisitions
Acquisition of Cambridge Computed Imaging Limited and TexRAD Limited in May 2014.
|
Cambridge Computed Imaging Limited |
TexRAD Limited |
Total |
Fair value adjustments |
Fair Value of assets acquired |
|
|
£ |
£ |
£ |
£ |
£ |
|
|
Intangible assets |
114,972 |
41,479 |
156,451 |
400,000 |
556,451 |
|
Tangible assets |
1,444 |
– |
1,444 |
– |
1,444 |
|
116,416 |
41,479 |
157,895 |
400,000 |
557,895 |
|
|
Current assets |
|||||
|
Debtors |
31,658 |
91,600 |
123,258 |
– |
123,258 |
|
Cash |
29,290 |
35,755 |
65,045 |
– |
65,045 |
|
Deferred tax |
– |
– |
– |
(80,000) |
(80,000) |
|
Net liabilities |
(260,559) |
(209,598) |
(470,157) |
– |
(470,157) |
|
(83,194) |
(40,764) |
(123,959) |
320,000 |
196,041 |
|
|
Cost of acquisition |
|||||
|
Issue of shares |
200,000 |
227,501 |
427,501 |
– |
427,501 |
|
Cash consideration |
13,200 |
13,200 |
26,400 |
– |
26,400 |
|
Issue of warrants |
– |
13,555 |
13,555 |
– |
13,555 |
|
213,200 |
254,256 |
467,456 |
467,456 |
||
|
Goodwill arising on consolidation representing intangible assets not qualifying for separable recognition. |
271,415 |
||||
The costs related to the acquisitions of £164,000 were recognised as part of the administration costs, although shown separately, in the statement of comprehensive income in the year to 31 May 2014. The subsidiaries contributed £7,000 of revenue to the group and no profit or loss in the period since acquisition.
In 2014, 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 for the year ended 31 May 2014.
None of the goodwill arising on consolidation is tax deductible.
6. PROPERTY, PLANT AND EQUIPMENT
|
Plant and |
|||
|
Equipment |
Total |
||
|
GROUP |
£ |
£ |
|
|
Cost of valuation |
|||
|
At 31 May 2013 |
– |
– |
|
|
Acquired with subsidiary undertakings |
1,444 |
1,444 |
|
|
At 31 May 2014 |
1,444 |
1,444 |
|
|
Additions |
9,329 |
9,329 |
|
|
As 31 May 2015 |
10,773 |
10,773 |
|
|
Depreciation |
|||
|
At 31 May 2013 |
– |
– |
|
|
Charge for the year |
– |
– |
|
|
At 31 May 2014 |
– |
– |
|
|
Charge for the year |
3,858 |
3,858 |
|
|
At 31 May 2015 |
3,858 |
3,858 |
|
|
Net Book Value |
|||
|
At 31 May 2015 |
6,195 |
6,195 |
|
|
At 31 May 2014 |
1,444 |
1,444 |
|
|
At 31 May 2013 |
– |
– |
7. INTANGIBLE ASSETS
|
Software |
Customer relationships |
Patents |
Goodwill |
Total |
|
|
GROUP |
£ |
£ |
£ |
£ |
£ |
|
Cost |
|||||
|
At 31 May 2013 |
– |
– |
– |
– |
– |
|
Additions |
20,000 |
– |
– |
– |
20,000 |
|
Acquired with subsidiary |
415,000 |
100,000 |
41,585 |
271,415 |
828,000 |
|
At 31 May 2014 |
435,000 |
100,000 |
41,585 |
271,415 |
848,000 |
|
Additions |
128,099 |
– |
32,913 |
– |
161,012 |
|
At 31 May 2015 |
563,099 |
100,000 |
74,498 |
271,415 |
1,009,012 |
|
Amortisation |
|||||
|
At 31 May 2013 |
– |
– |
– |
– |
– |
|
Charge for the year |
– |
– |
– |
– |
– |
|
At 31 May 2014 |
– |
– |
– |
– |
– |
|
Charge for the year |
145,372 |
25,000 |
9,940 |
– |
180,312 |
|
Impairment charge in the year |
417,727 |
– |
– |
271,415 |
689,142 |
|
At 31 May 2015 |
563,099 |
25,000 |
9,940 |
271,415 |
869,454 |
|
Net Book Value |
|||||
|
At 31 May 2015 |
– |
75,000 |
64,558 |
– |
139,558 |
|
At 31 May 2014 |
435,000 |
100,000 |
41,585 |
271,415 |
848,000 |
|
At 31 May 2013 |
– |
– |
– |
– |
– |
In accordance with the accounting policies and IFRS the Directors have assessed the carrying value of the intangible assets. Following their assessment the Directors have taken the prudent decision to write down the carrying value of some of the intangible assets in the balance sheet in order to meet the requirements of IFRS. However the Directors believe the Group’s technology has great potential and this write down does not reflect their commercial assessment of the value of the company’s intellectual property. Future expenditure on software development will be capitalised once the provisions of IAS 38 are met or written off as incurred until the provisions are met. The customer lists and patents are deemed to have ongoing value to the group.
8. OTHER RECEIVABLES
|
Group |
Company |
|||
|
2015 |
2014 |
2015 |
2014 |
|
|
£ |
£ |
£ |
£ |
|
|
Amounts falling due within one year |
||||
|
Amounts owing by subsidiary undertakings |
– |
– |
16,909 |
209,000 |
|
Other receivables |
14,290 |
94,638 |
5,699 |
78,350 |
|
Corporation tax recoverable |
32,775 |
– |
– |
– |
|
Prepayments |
54,194 |
26,241 |
30,385 |
16,555 |
|
101,259 |
120,879 |
52,993 |
303,905 |
|
Amounts of £356,991 due from the subsidiaries to Feedback plc have been provided for following the write down of the intangible assets under the requirements of IAS 36 the Directors have made a provision against the amounts due from the subsidiaries to reflect the impairment in the Feedback plc balance sheet.
9. OTHER PAYABLES
|
Group |
Company |
|||
|
2015 |
2014 |
2015 |
2014 |
|
|
£ |
£ |
£ |
£ |
|
|
Amounts falling due within one year |
||||
|
Other payables |
9,396 |
195,743 |
16 |
6,003 |
|
Other taxes and social security |
33,047 |
12,711 |
16,418 |
5,029 |
|
Accruals |
28,701 |
48,666 |
18,024 |
20,755 |
|
Deferred income |
193,818 |
171,430 |
– |
– |
|
264,962 |
428,550 |
34,458 |
31,787 |
|
In 2014 comparatives 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.
10. SHARE CAPITAL AND RESERVES
|
2015 |
2014 |
||||||
|
£ |
£ |
||||||
|
Authorised and issued share capital |
|||||||
|
Ordinary shares of 0.25 pence each |
476,867 |
476,867 |
|||||
|
Allotted, called up and fully paid share capital: |
|||||||
|
Number |
Number |
||||||
|
As at 1 June 2014 |
190,746,746 |
190,746,746 |
|||||
|
As at 31 May 2015 |
190,746,746 |
190,746,746 |
|||||
Share Options
Share options are granted to Directors and employees. Options are conditional on the employee completing a specific length of service (the vesting period). The options are exercisable from the end of the vesting period and lapse after ten years after the grant date. The Group has no legal or constructive obligation to repurchase or settle the options in cash.
Share options are valued using the Black-Scholes option pricing model and no performance conditions are included in the fair value calculations. The risk free rate was 1.64%. The expected volatility is based on historical volatility over the last two years and is estimated to be 25%. The average share price during the year was 0.85 pence. During the year the Company had the following share options in issue:
|
Number of options |
|||||
|
At 1 June 2014 |
Granted |
Cancelled |
At 31 May 2015 |
Exercise price (pence) |
Exercise date |
|
4,000,000 |
– |
4,000,000 |
– |
1.25 |
21/05/14 to19/05/24 |
|
5,800,000 |
– |
1,000,000 |
4,800,000 |
1.25 |
21/05/14 to19/05/24 |
|
4,000,000 |
– |
– |
4,000,000 |
3.00 |
21/05/15 to19/05/24 |
|
4,000,000 |
– |
– |
4,000,000 |
5.00 |
21/05/15 to19/05/24 |
|
17,800,000 |
5,000,000 |
12,800,000 |
|||
All share options vest one year after the grant date. Each option can only be exercised from one year after the grant date to ten years after the date of grant.
In June 2015 1,600,000 options were exercised at a price of 1.25p
Warrants
Warrants were issued to the vendors of TexRAD Limited at the time of acquisition. The warrants are exercisable from the end of the vesting period and lapse ten years after the grant date. The Group has no legal or constructive obligation to repurchase or settle the warrants in cash.
Warrants are valued using the Black-Scholes pricing model and no performance conditions are included in the fair value calculations. The risk free rate was 1.64%. The expected volatility is based on historical volatility over the last two years and is estimated to be 25%. The average share price during the year was 0.85 pence. During the year the Company had in existence the following warrants:
|
Number of warrants |
|||||
|
At 1 June 2014 |
Granted |
Cancelled |
At 31 May 2015 |
Exercise price (pence) |
Exercise date |
|
4,550,000 |
– |
– |
4,550,000 |
1.25 |
19/05/16 to 19/05/24 |
|
18,200,000 |
– |
– |
18,200,000 |
3.00 |
19/05/17 to 19/05/24 |
|
22,750,000 |
– |
– |
22,750,000 |
||
Reserves
The nature and purpose of each reserve within equity is as follows:
|
Share premium |
Amount subscribed for share capital in excess of nominal value |
|
Capital reserve |
Reserve on consolidation of subsidiaries |
|
Translation reserve |
Gains and losses on the translation of overseas operations into GBP |
|
Retained earnings |
All other net gains and losses and transactions with owners not recognised elsewhere |
|
Convertible debt option reserve |
Amount of proceeds on issue of convertible debt relating to the equity component of the debt |
11. NOTICE OF ANNUAL GENERAL MEETING (“AGM”) AND AVAILABILITY OF REPORT AND ACCOUNTS
The Company hereby announces that its AGM will be held at the offices of Sanlam Securities UK Limited, 10 King William Street, London EC4N 7TW at 2.00 p.m. on 30 November 2015.
The Company’s final report and accounts and notice of AGM will be posted to shareholders shortly and are available at the Company’s registered office, Unit 5 Grange Park, Broadway, Bourn, Cambridgeshire CB23 2TA and on its website: www.fbk.com