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Commercial Director appointed for CCI Ltd – Feedback (FDBK)

Feedback plc are pleased to welcome Ian McLellan as Commercial Director for CCI Ltd. This new role will develop the market and sales channels for our products, supporting sales growth including the launch of next generation TexRAD products as part our commitment to invest in our Brands.

Ian has joined CCI after working closely with the management team over the last six months in a consultancy role to develop our strategy and Commercial structure.

Experienced in both global Corporate and small company environments as well as the NHS, he brings international sales and strategic marketing expertise in nuclear medicine and imaging modalities acquired from GE Healthcare, where he had senior roles in market development and as UK Marketing Manager. Ian also brings a track record of successful licensing and distribution agreements to support our business growth, having in-licensed two ground-breaking nuclear imaging agents whilst at Amersham Healthcare.

His career has involved interaction with stakeholders and users at all levels and this appointment will provide significant additional resource and expertise as CCI seek relationships, local distributors and a widening customer base.

Ian McLellan commentedI have been impressed with the technology and expertise within CCI, and I am pleased to be joining at this exciting time in the Company history as we develop new growth opportunities through product innovation and wider sales channels.

CCI Ltd CEO Mike Hayball observedWe welcome Ian to the management team. He has brought significant expertise to our strategy development and his experience of developing new markets and product launches will enhance our ability to generate growth and strengthen user awareness of our technology.

Feedback (FDBK) subsidiary Cambridge Computed Imaging announces exclusive distributor arrangement with Korea Computer Motion ISG

Feedback plc subsidiary Cambridge Computed Imaging Ltd (CCI) is pleased to announce the signing of an Exclusive Distributor arrangement with Korea Computer Motion ISG (Korea ISG) based in Seoul, South Korea for sales and distribution of its TexRAD® texture analysis research software. 

TexRAD will be used by customers for research purposes, performing advanced analysis of routinely acquired medical diagnostic images (e.g. CT, MRI) in South Korea.

As outlined in our recent investor presentations, this is a significant step for CCI Ltd as part of its plans to expand sales of TexRAD software to meet the fast-growing demand in Asian markets, identifying and engaging with distributors who are experts in the local market, and who can leverage the TexRAD brand awareness to help build a regional sales pipeline.

Dr Balaji Ganeshan, CEO of TexRAD Ltd and Director of New Business at Feedback Plc said; “We are pleased to sign this significant Distributorship agreement with Korea ISG to support the interest and acceptance of TexRAD in the rapidly growing and important South Korean medical imaging research market. We are confident that by working with an experienced team led by the CEO Jacob Woo, who has a great understanding of the market and customer base, we stand to increase the TexRAD revenue potential and market reach and meet our customer needs.”

Mr Jacob Woo, CEO of Korea ISG commented; “We are pleased to have started to work with CCI Ltd this year to promote the highly acclaimed TexRAD texture analysis software in South Korea which has attracted a lot of interest amongst the top University Hospitals who are also our potential-customers. Following a recent installation for research at the prestigious Korea University Hospital, I anticipate a very successful business relationship, rapidly increasing TexRAD software sales and working closely with Dr. Balaji Ganeshan and CCI. Our team has a first class reputation amongst researchers in the region, and offers unrivalled in-depth market-access and know-how in South Korea.”

About CCI

CCI Ltd is owned by AIM listed Feedback Plc (FDBK), based in Bourn, Cambridge UK. CCI focusses on the development and supply of advanced software including TexRAD, for texture analysis of medical images and storage and interpretation of imaging data.

About Korea Motion ISG

Korea ISG has installed and supported MRI/CT 3D processing imaging software to about 120 prominent Korean hospitals for 23 years, and is the largest medical imaging software distribution (sales and service/support) company in South Korea. They are experienced distributors of medical software from other world leading suppliers, with a wide customer base.

About TexRAD

TexRAD is a highly advanced, patented image texture analysis software tool that analyses routinely acquired diagnostic medical images (e.g. CT, MRI) to reveal features that are not always evident to the human eye. The platform also comprises a novel data-mining tool to assist the research customer to undertake statistical analysis to identify interesting parameters demonstrating association with patient outcome and clinical parameters. A number of research studies published in numerous peer-reviewed journals and conference presentations show that TexRAD texture metrics may have the potential to predict prognosis, disease severity and treatment prediction/evaluation in a number of cancer applications.

Contact for press enquiries

CCI Ltd: Mike Hayball, CEO     Tel: 01954 718055

TexRAD Ltd: Dr. Balaji Ganeshan, CEO     Tel: 01954 718072

Feedback plc: Alastair Riddell, Chairman     Tel: 01954 718072

Brand Communications: Alan Green        Tel: 07976 431608

Feedback (FDBK) – Issue of Equity

Feedback plc (AIM: FDBK), the medical imaging software company, is pleased to announce the completion of a placing of 27,272,727 new ordinary shares of 0.25p each in the Company at a price of 2.75 pence per Placing Share to raise a total of £750,000 (before expenses). The Placing is subject to admission of the Placing Shares to trading on AIM. Application has been made for the Placing Shares to be admitted to trading on AIM and it is expected that Admission will take place on 2 May 2017.

The net proceeds from the Placing will be used to invest in product development, sales and marketing, primarily for TexRAD, Feedback’s patented quantitative medical imaging software, as well as for general working capital purposes.

The Placing Shares will represent, in aggregate, approximately 11.08 per cent. of the Company’s issued ordinary share capital as enlarged by the issue of the Placing Shares. The Placing was conducted within the Company’s existing share allotment authorities. The Placing Shares, when duly issued and fully paid, will rank pari passu in all respects with the Company’s existing ordinary shares.  The Placing has not been underwritten.

On Admission, the shareholdings of those directors who hold shares in Feedback will be as follows:

Director

Holding of ordinary shares

Percentage of Enlarged

Share Capital

Dr Alastair Riddell (Non-executive Chairman)

5,000,000

2.03%

Dr Balaji Ganeshan (Executive Director)

2,860,000

1.16%

Mike Hayball (Executive Director)

5,670,600

2.30%

Tom Charlton (Non-executive Deputy Chairman)

  59,637,408

24.27%

Trevor Brown (Non-executive Director)

  55,089,111

22.39%

Total Voting Rights

The Placing is conditional, among other things, upon Admission becoming effective. Following Admission, the Company’s issued ordinary share capital will consist of 246,066,584 ordinary shares, with one voting right each.  The Company does not hold any ordinary shares in treasury. Therefore, the total number of ordinary shares and voting rights in the Company will be 246,066,584. With effect from Admission, this figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA’s Disclosure and Transparency Rules.

**ENDS**

For further information, please contact:

Feedback plc
Alastair Riddell

Tel: 01954 718072

Allenby Capital Limited (Nominated Adviser and Joint Broker)
David Worlidge / Virginia Bull / James Thomas

Tel: 020 3328 5656

Northland Capital Partners Ltd (Joint Broker)
Patrick Claridge / Margarita Mitropoulou

Tel: 020 3861 6625

Peterhouse Corporate Finance Ltd (Joint Broker)
Lucy Williams / Duncan Vasey

Tel: 020 7469 0936

Brand Communications
Alan Green

Tel: 07976 431608

Feedback (FDBK) – Collaboration with Future Processing

FBKlogoFeedback plc (AIM: FDBK), the medical imaging software company is pleased to announce a large-scale collaboration with Future Processing Sp. z o.o. (“Future Processing”), a software development service provider based in Gliwice, Poland to develop medical imaging software. The collaboration will entail a substantially increased development team working on new products and the sharing of intellectual property and future revenues. This collaboration has resulted from Feedback’s assistance with a successful EU grant application made by Future Processing.

In September 2015, Mike Hayball, CEO of Cambridge Computed Imaging Limited, a wholly owned subsidiary of Feedback, (“CCI”) and Executive Director of Feedback, and Dr Stephen Brown, COO of CCI, began assisting Future Processing with a grant application to develop an innovative quantitative imaging product. The grant application was subsequently successful and has led to a significant expansion of the Future Processing healthcare team. CCI has had a working relationship with Future Processing since 2005.

The directors of Feedback believe that by CCI working jointly with the Future Processing healthcare team, CCI’s existing product portfolio can be improved and new products developed more rapidly including further applications for TexRAD. Although at this stage only a non-binding letter of intent has been agreed, the intention is for the Company to agree formal licences for new software products to be brought to market in 2017/18 under a shared revenue arrangement.  In the current financial year, the Company will make substantial savings in software development costs and thereafter expects to benefit from its share of the revenue from sales of the new products.

“This is an exciting opportunity to expand the relationship with Future Processing to build a talented, dynamic team of medical imaging specialists.” said Mike Hayball, CEO of CCI.

“We are excited about this joint project. Together with CCI we will develop medical imaging software and bring innovative solutions to the healthcare sector.” said Jarosław Czaja, CEO of Future Processing.

For further information, contact:

Feedback plc
Alastair Riddell / Mike Hayball / Trevor Brown

Tel: 01954 718072

Allenby Capital Limited (Nominated Adviser and Joint Broker)
David Worlidge / James Thomas

Tel: 020 3328 5656

Peterhouse Corporate Finance Ltd (Joint Broker)
Lucy Williams / Duncan Vasey

Tel: 020 7469 0936

Founded in 2001, CCI specialises in providing software for display, capture and analysis of medical images. Since its foundation, when it focused on supporting the needs of Papworth Hospital, the UK’s largest specialist cardiothoracic hospital, CCI has worked with facilities where its software is used to support diagnosis, plan treatment, measure response and share knowledge within multi-disciplinary teams. From 2011, CCI has worked with TexRAD and has been responsible for developing the innovative quantitative textural analysis platform.

Future Processing is an experienced Polish offshore software development service provider, working mostly with European companies located in the UK and Scandinavia. Since January 2016, it has been a strategic partner of Microsoft. Future Processing currently employs over 700 people and simultaneously runs more than 50 projects. Based in the heart of Upper Silesia, it is at the hub of European software talent, technical expertise and innovation.  The new healthcare team consists of experienced scientists and engineers with extensive experience of software development, medical image processing, and machine learning.

Feedback PLC – New board appointments

FBKlogoFurther to the publication of Feedback’s final results earlier today, the Company announces the appointment to the Board of Dr Balaji Ganeshan, Mike Hayball and Dr Alex Menys.

Disclosures under Schedule 2 of the AIM Rules

Dr Balaji Ganeshan, aged 33, holds or has held the following directorships and/or partnerships in the previous five years:

Present Directorships/Partnerships

Past Directorships/Partnerships

TexRad Limited

Cambridge Computed Imaging Limited

Stone Checker Software Ltd

Prostate Checker Ltd

Dr Ganeshan holds 2,860,000 ordinary shares in the Company, equivalent to 1.40% of the issued ordinary share capital of the Company and 3,575,000 warrants of which, 715,000 warrants are exercisable at a price of 1.25p per share and the remaining 2,860,000 are exercisable at 3p per share.

No additional information relating to Dr Ganeshan is required to be disclosed under Rule 17 or Schedule 2 paragraph (g) of the AIM Rules for Companies.

Michael Peter Hayball, aged 48, holds or has held the following directorships and/or partnerships in the previous five years:

Present Directorships/Partnerships

Past Directorships/Partnerships

Cambridge Computed Imaging Limited

TexRad Limited

Mr Hayball holds 5,670,000 ordinary shares in the Company, equivalent to 2.78% of the issued ordinary share capital of the Company and 5,200,000 options of which, 1,200,000 options are exercisable at a price of 1.25p per share, 2,000,000 may be exercised at 3p per share and the remaining 2,000,000 options are exercisable at 5p per share.

No additional information relating to Mr Hayball is required to be disclosed under Rule 17 or Schedule 2 paragraph (g) of the AIM Rules for Companies.

Dr Alexander Henry Menys, aged 29, holds or has held the following directorships and/or partnerships in the previous five years:

Present Directorships/Partnerships

Past Directorships/Partnerships

Motilent Limited

Dr Menys does not hold any ordinary shares in the Company.

No additional information relating to Dr Menys is required to be disclosed under Rule 17 or Schedule 2 paragraph (g) of the AIM Rules for Companies.

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 / Virginia Bull

Peterhouse Corporate Finance Ltd (Joint Broker)

Tel: 020 7469 0936

Lucy Williams / Duncan Vasey

Feedback PLC – Announces final results & appoints Dr Balaji Ganeshan & Mike Hayball to the board

FBKlogoFeedback 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

 

 

Share Capital

Share Premium

Capital Reserve

Retained Earnings

Translation Reserve

Convertible Debt Option Reserve

Total

£

£

£

£

£

£

£

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)

476,867

1,409,334

299,900

(966,339)

(210,104)

189,000

1,198,658

1,289

1,289

 

 

 

 

(1,111,433)

 

108

 

 

(1,111,325)

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%
Specific capital

Brickshield Limited

Non trading

England

100%
Ordinary £1

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

This information is provided by RNS
The company news service from the London Stock Exchange
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