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Feedback PLC (FDBK) – Full year results to May 31 and prospects for the current year

FDBKlogoFeedback Plc (FDBK) – Final results for the year ended 31 May 2016 and notice of Annual General Meeting

Feedback plc is pleased to announce its final results for the year ended 31 May 2016. 

CHAIRMAN’S STATEMENT FOR THE YEAR ENDED 31 MAY 2016

We are pleased to present the results for the year ended 31 May 2016. Revenue for the year was £431,454 (2015: £381,970) and the loss after tax was £183,156 (2015: Loss £1,111,433). Cash as at 31 May 2016 was £105,673 (31 May 2015: £63,261). Cash as at 13 October 2016 was £94,629.

The results show growth in revenue and a substantial reduction in the loss after tax. Cash generation has been better than anticipated and reflects payments received from customers in respect of purchase orders before revenue is recognised. Cambridge Computed Imaging Limited (“CCI”) performed steadily during the year as it continued to serve its established customer base. Revenue recognised from TexRAD research version sales was higher than in the previous year. In line with management’s expectations, there was a reduction in new purchase orders for TexRAD research versions during the year although there remained a good deal of customer interest from research institutions which were looking to obtain grant funding. Dr Balaji Ganeshan continued to lead the sales effort and his hard work has led to a high level of orders received after the year end from world-renowned institutions carrying out oncology research. The Company has also signed collaborative agreements with companies in Japan and South Korea to explore further selling opportunities in these markets for TexRAD research versions which has had some success. In order to support our research customers we have been looking at ways to assist them in analysing and interpreting the results of their studies. We are working on one such project and this could prove to be a useful additional source of revenue in the future. Dr Ganeshan has been continuing his work supporting research into new potential applications of TexRAD. This has led to the publication of scientific papers on TexRAD’s use in assessing different types of carcinomas as well as a number of presentations at scientific conferences including the Beijing Society of Radiology in China and participation in Healthtech Week in Auckland, New Zealand. 

Alliance Medical Group MoU

In November 2015 the Company announced that it had signed a Memorandum of Understanding with Alliance Medical Group with the intention of integrating Feedback’s TexRAD texture analysis software into Alliance’s PET-CT lung cancer imaging service. The Company has made good progress on a technical solution that would allow the integration of TexRAD into Alliance’s network of PET/CT scanners in UK hospitals and a prototype version has been demonstrated to potential users. The next steps will include applying for a CE mark for a medical device which provides analysis of lung PET/CT images with added prognostication through TexRAD. An abstract has been accepted by the Radiological Society of North America (RSNA) for presentation at its annual conference in November 2016 which will highlight the results from the technical and clinical evaluation. Further abstracts publishing the research findings of our customers using TexRAD have also been accepted for presentation at RSNA. 

Stone Checker Software Ltd and Prostate Checker Ltd

During the financial year the Company formed two joint venture companies, Stone Checker Software Ltd and Prostate Checker Ltd. Both companies offer the prospect of developing innovative solutions where routine medical images can provide useful additional information for clinicians. The Company sold its 50% equity interest in Stone Checker Software Ltd to Free Association Books Ltd in May 2016 resulting in a gain of £45,000. 

Future Processing Sp collaboration

After the year end Feedback announced a large-scale collaboration with Future Processing Sp. z o.o., 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. 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 expects to make substantial savings in software development costs and thereafter expects to benefit from its share of the revenue from sales of new products.

Dr Alastair J Riddell appointed as Chairman

On 1 June 2016, after the year end, the Company announced my appointment as its new chairman with Tom Charlton moving to non-executive deputy chairman. I have extensive experience of managing companies in the healthcare sector and I look forward to assisting the Company to the next stage of its development.

TexRAD – ongoing growth

We remain encouraged by the continued interest shown in TexRAD and the number of research papers being published which highlight its numerous potential applications. The high level of purchase orders for TexRAD research versions which have been received after the year end should lead to a substantial increase in revenue in the second half of the 2016/17 year and growth in revenue for the year as a whole. We believe there will be opportunities to make further sales of TexRAD research versions in China by partnering with a company with a strong local presence. We are also considering other business relationships which could increase sales of TexRAD research versions in other territories. In addition to the TexRAD sales, Feedback now has the opportunity to grow its revenues through the collaboration with Future Processing and the development of a CE marked product for analysis of lung PET/CT images. We will look at investing in product development, regulatory and marketing resource to support our very positive growth prospects. 

Dr A J Riddell

Chairman

18 October 2016

For further information, contact:

Feedback plc
Alastair Riddell 

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

 

STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MAY 2016

 

Note

2016

2015

£

£

REVENUE

431,454

381,970

Cost of sales

(7,438)

(1,434)

GROSS PROFIT

424,016

380,536

Other operating expenses

(676,596)

(888,600)

Impairment of intangible assets

7

(689,142)

Total operating expenses

(676,596)

(1,577,742)

OPERATING LOSS

(252,580)

(1,197,206)

Net finance income

1,361

908

Loss on ordinary activities before taxation

(251,219)

(1,196,298)

Tax credit

23,063

84,865

LOSS ON ORDINARY ACTIVITIES AFTER TAX

(228,156)

(1,111,433)

Profit on disposal of investment

5

45,000

 

Loss for the year attributable to the equity shareholders of the Company

(183,156)

(1,111,433)

Other comprehensive income/(expense)

Translation differences on overseas operations

108

Total comprehensive expense for the year

 

(183,156)

 

(1,111,325)

LOSS PER SHARE (pence)

Basic and diluted 

4

(0.09)

(0.58)

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MAY 2016

GROUP

Share Capital

Share Premium

Capital Reserve

Retained Earnings

Translation Reserve

Convertible Debt Option Reserve

Total

£

£

£

£

£

£

£

At 1 June 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

New Shares issued

 

32,318

190,382

222,700

Costs associated with the 

raising of funds

 

(6,580)

(6,580)

Share option and warrant costs

8,163

8,163

Total comprehensive expense for the year

(183,156)

(183,156)

At 31 May 2016

509,185

1,593,136

299,900

(2,251,476)

(209,996)

189,000

129,749

COMPANY

Share Capital

Share Premium

Retained Earnings

Convertible Debt Option Reserve

Total

£

£

£

£

£

At 1 June 2014

476,867

1,409,334

(875,918)

189,000

1,199,283

Share option and warrant costs

1,289

1,289

Total comprehensive expense for the year

(1,172,124)

(1,172,124)

At 31 May 2015

476,867

1,409,334

(2,046,753)

189,000

28,448

New shares issued

32,318

190,382

222,700

Costs associated with the

raising of funds

(6,580)

(6,580)

Share option and warrant costs

8,163

8,163

Total comprehensive expense for the year

(224,563)

(224,563)

At 31 May 2016

509,185

1,593,136

(2,263,153)

189,000

28,168

 

CONSOLIDATED BALANCE SHEET AT 31 MAY 2016

2016

2015

Notes

£

£

ASSETS

Non-current assets

Property, plant and equipment

6

3,639

6,915

Intangible assets

7

110,747

139,558

Investments

5

1,000

115,386

146,473

Current assets

Trade receivables

40,894

110,870

Other receivables

8

63,910

101,259

Cash and cash equivalents

105,673

63,261

210,477

275,390

Total assets

325,863

421,863

EQUITY

Capital and reserves attributable to the Company’s equity shareholders

Called up share capital

10

509,185

476,867

Share premium account

1,593,136

1,409,334

Capital reserve

299,900

299,900

Translation reserve

(209,996)

(209,996)

Retained earnings

(2,251,476)

(2,076,483)

(59,251)

(100,378)

Convertible debt option reserve

189,000

189,000

TOTAL EQUITY

129,749

88,622

LIABILITIES

Deferred tax liabilities

19,378

27,911

19,378

27,911

Current liabilities

Trade payables

21,546

40,368

Other payables

9

155,190

264,962

176,736

305,330

Total liabilities

196,114

333,241

TOTAL EQUITY AND LIABILITIES

325,863

421,863

 

 

COMPANY BALANCE SHEET AT 31 MAY 2016

 

2016

2015

Notes

£

£

ASSETS

Non-current assets

Investments

5

1,000

1,000

Current assets

Other receivables

8

16,661

52,993

Cash and cash equivalents

60,492

43,636

77,153

96,629

Total assets

78,153

96,629

EQUITY

Capital and reserves attributable to the Company’s equity shareholders

 

 

 

 

Called up share capital

10

509,185

476,867

Share premium account

1,593,136

1,409,334

Retained earnings

(2,263,153)

(2,046,753)

(160,832)

(160,552)

Convertible debt option reserve

189,000

189,000

TOTAL EQUITY

28,168

28,448

Current liabilities

Trade payables

16,901

33,723

Other payables

9

33,084

34,458

Total current liabilities

49,985

68,181

Total Equity and Liabilities

78,153

96,629

 

 

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MAY 2016

 

2016

2015

£

£

Cash flows from operating activities

(251,229)

(1,196,298)

Adjustments for:

Share option costs

8,163

1,289

Net finance income

(1,361)

(908)

Depreciation and amortisation

46,052

184,170

Impairment of intangible assets

689,142

Decrease/(Increase)in trade receivables

69,976

(23,260)

Decrease in other receivables

42,402

52,396

Decrease in trade payables

(18,852)

(184,789)

Decrease in other payables

(109,772)

(163,588)

Corporation tax received

9,506

46,114

554,560

Net cash used in operating activities

(205,105)

(641,738)

Cash flows from investing activities

Purchase of tangible fixed assets

(104)

(9,329)

Purchase of intangible assets

(13,860)

(161,012)

Net finance income received

1,361

908

Proceeds from sale of joint venture

46,000

Purchase of shares in joint ventures

(2,000)

Net cash generated/(used by) from investing activities

31,397

(169,433)

Cash flows from financing activities

Net proceeds of share issue

216,120

Net cash generated from financing activities

216,120

Net increase/(decrease) in cash and cash equivalents

42,412

(811,171)

Cash and cash equivalents at beginning of year

63,261

874,432

Cash and cash equivalents at end of year

105,673

63,261

 

 

COMPANY CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MAY 2016

2016

2015

£

£

Cash flows from operating activities

Loss before tax

(224,563)

(1,172,124)

Adjustments for:

Share options costs

8,163

1,289

Profit on sale of investments

(45,000)

Net finance income

(1,356)

Provision against intercompany receivable

49,880

356,693

Provision against investment in subsidiaries

467,455

(Increase)/decrease in other receivables

(13,548)

49,221

Decrease in trade payables

(16,822)

(125,014)

(Decrease)/increase in other payables

(1,374)

2,670

(20,057)

752,314

Net cash used in operating activities

(244,620)

(419,810)

Cash flows from investing activities

Loans to subsidiary undertakings

(155,000)

Net finance income

1,356

Purchase of joint ventures

(2,000)

Proceeds on sale of joint venture

46,000

Net cash generated from/(used in) investing activities

45,356

(155,000)

Cash flows from financing activities

Net proceeds of share issue

216,120

Net cash generated from financing activities

216,120

Net increase/(decrease) in cash and cash equivalents

16,856

(574,810)

Cash and cash equivalents at beginning of year

43,636

618,446

Cash and cash equivalents at end of year

60,492

43,636

 

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAY 2016

1.         General information

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 Unit 5, Grange Park, Broadway, Bourn, Cambridgeshire, CB23 2TA.

The Company is admitted to trading on the AIM market of the London Stock Exchange. These Financial Statements were authorised for issue by the Board of Directors on the 18 October 2016.

 

2.         Adoption of new and revised International Financial Reporting Standards

            No new International Financial Reporting Standards (“IFRS”), amendments or interpretations became effective in the year ended 31 May 2016 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:

                                                                                                                                                      

o  IFRS 9 Financial Instruments (effective periods beginning 1 January 2018)

o  IFRS 15 Revenue from Contracts with Customers (effective periods beginning 1 January 2018)

o  IFRS 16 Leases (effective periods beginning 1 January 2019)

 

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 2015 and 2016 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. Interests in joint ventures are accounted for using the equity method, after initially being recognised at cost within the consolidated balance sheet. The Group’s joint ventures did not trade in the year.

(c)  Going Concern

The Directors consider that the Group and the Company are likely to have access to adequate cash resources for at least the next twelve months from the date of this report from a combination of operational cash generation and by obtaining equity finance from the financial markets or by way of loans from the major shareholders. 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 £195,631 (2015: £1,111,433) and on the weighted average of 203,514,709 (2015: 190,746,746) shares in issue.

.     

As at 31 May 2016

 

As at 31 May 2015

 

£

£

Net loss attributable to ordinary equity holders 

(189,156)

(1,111,433)

As at 31 May 2016

 

As at 31 May 2015

Weighted average number of ordinary shares for basic earnings per share

203,514,709

190,746,746

Effect of dilution:

Share Options

       Warrants

Weighted average number of ordinary shares adjusted for the effect of dilution

203,514,709

190,746,746

Loss per share (pence)

Basic

(0.09)

(0.58)

Diluted

(0.09)

(0.58)

            There is no dilutive effect of the share options and warrants as the dilution would be negative.

 

5.         INVESTMENTS

Share in group undertakings

   Shares in   joint venture

Total

£

COMPANY 

Cost

At 1 June 2014

2,334,455

2,334,455

At 31 May 2015

2,334,455

2,334,455

Additions

2,000

      2,000

Disposals

(1,000)

(1,000)

As at 31 May 2016

2,334,455

1000

2,335,455

Provisions

At 1 June 2013

1,867,000

1,867,000

Provided in the year

At 31 May 2014

1,867,000

1,867,000

Provided in the year

467,455

467,455

At 31 May 2015

2,334,455

2,334,455

Provided in the year

At 31 May 2016

2,334,455

2,334,455

Net Book Value

At 31 May 2016

1,000

1,000

 

At 31 May 2015

At 31 May 2014

467,455

467,455

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 and joint venture 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

 

Prostate Checker Ltd

 

Non trading

England

50%

Ordinary £1

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 was 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.

 

During the year Feedback PLC entered into two joint venture arrangements as follows:

 

Stone Checker Software Ltd

 

Feedback Plc invested £1,000 in Stone Checker Software Ltd in July 2015 for a 50% equity interest and subsequently licenced its TexRAD software to it for exclusive use in relation to kidney stone analysis. On 3 May 2016 the 50% equity interest was sold to Free Association Books Limited for £46,000 cash. This resulted in a profit of £45,000.

 

Prostate Checker Ltd

Feedback Plc has a 50% stake in Prostate Checker Ltd with a cost of £1,000, effective 26 August 2015 (date of incorporation) with QUIBIM S.L holding the remaining 50%. This company assists the detection and diagnosis of prostate cancer. This company has not traded during the year.

 

6.         PROPERTY, PLANT AND EQUIPMENT

 

Plant and

Equipment

Total

GROUP

£

£

Cost of valuation

At 31 May 2014

1,444

1,444

Additions 

9,329

9,329

At 31 May 2015

10,773

10,773

Additions

104

104

As 31 May 2016

10,877

10,877

Depreciation

At 31 May 2014

Charge for the year

3,858

3,858

At 31 May 2015

3,858

3,858

Charge for the year

3,380

3,380

At 31 May 2016

7,238

7,238

Net Book Value

At 31 May 2016

3,639

3,639

At 31 May 2015

6,915

6,915

At 31 May 2014

 

7.         INTANGIBLE ASSETS

Software

Customer relationships

Patents

Goodwill

Total

GROUP

£

£

£

£

£

Cost

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

Additions

13,860

13,860

At 31 May 2016

563,099

100,000

88,358

271,415

1,022,872

Amortisation

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

Charge for the year

25,000

17,671

42,671

At 31 May 2016

563,099

50,000

27,611

271,415

912,125

Net Book Value

At 31 May 2016

50,000

60,747

110,747

At 31 May 2015

75,000

64,558

139,558

At 31 May 2014

435,000

100,000

41,585

271,415

848,000

 

In accordance with the accounting policies and IFRS the Directors have assessed the carrying value of the intangible assets. In the year ended 31 May 2015, the Directors took the prudent decision to write down the carrying value of the software development costs in the balance sheet in order to meet the requirements of IFRS. During the year ended 31 May 2016 all similar development costs have been expensed as incurred. 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 Group’s intellectual property. Expenditure on software development is being written off as incurred until the provisions of IFRS are met. The customer lists and patents are deemed to have ongoing value to the Group.

 

8.         OTHER RECEIVABLES

Group

Company

2016

2015

2016

2015

£

£

£

£

Amounts falling due within one year

Amounts owing by subsidiary undertakings

16,909

Other receivables

8,684

14,290

5,168

5,699

Corporation tax recoverable

37,828

32,775

Prepayments

17,398

54,194

11,493

30,385

63,910

101,259

16,661

52,993

 

9.         OTHER PAYABLES

Group

Company

2016

2015

2016

2015

£

£

£

£

Amounts falling due within one year

Other payables

4,885

9,396

1,042

16

Other taxes and social security

15,386

33,047

292

16,418

Accruals

31,750

28,701

31,750

18,024

Deferred income

103,169

193,818

155,190

264,962

33,084

34,458

 

10.        SHARE CAPITAL AND RESERVES

2016

2015

£

£

Authorised and issued share capital

Ordinary shares of 0.25 pence each

509,185

476,867

Allotted, called up and fully paid share capital:

Number

Number

As at 1 June 2015

190,746,746

190,746,746

Issued

12,927,111

As at 31 May 2016

203,673,857

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 1.85 pence. During the year the Company had the following share options in issue:

Number of options

At 1 June 2015

Lapsed

Exercised

At 31 May 2016

Exercise price (pence)

Exercise date

4,800,000

800,000

1,600,000

2,400,000

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

12,800,000

800,000

1,600,000

10,400,000

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.

In March 2016 800,000 options lapsed.

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 1.85 pence. During the year the Company had in existence the following warrants:

 

Number of warrants

At 1 June 2015

Granted

Cancelled

At 31 May 2016

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 FINANCIAL STATEMENTS 

The Company hereby announces that its AGM will be held at the offices of Allenby Capital Limited, 3 St Helen’s Place, London EC3A 6AB at 10.00 a.m. on 23 November 2016.  

The Company’s Annual Report and Financial Statements for the year ended 31 May 2016 are expected to be posted to shareholders, along with the Notice of AGM, on 26 October 2016 and will be available thereafter at the Company’s registered office, Unit 5 Grange Park, Broadway, Bourn, Cambridgeshire CB23 2TA and on its website: http://www.fbk.com/category/financial-reports/ 

 

Feedback (FDBK) sells stake in Stone Checker Software Ltd

FBKlogoFeedback plc (FDBK) is pleased to announce that it has agreed to sell its 50% equity interest in Stone Checker Software Ltd to Free Association Books Limited, a company connected to one of Feedback’s directors, Trevor Brown, for a cash consideration of £46,000.

Feedback invested £1,000 in Stone Checker in July 2015 and subsequently licensed its TexRAD software to Stone Checker for exclusive use in urolithiasis (kidney stones). On 28 September 2015, Feedback announced the intention to develop a product incorporating TexRAD for kidney stones. It was further stated that the vision of Stone Checker was to develop a composite risk stratification software product incorporating TexRAD CT texture analysis with other known clinical markers. This integrated product could potentially assist urologists and radiologists to provide better patient management and treatment decisions for improved patient outcomes.

Stone Checker is making good progress and is reaching the stage where it will require substantial additional investment. Feedback has already announced that it is committing significant resources in developing a lung cancer stratification tool in conjunction with Alliance Medical Group. Accordingly, although urolithiasis could be an exciting application for TexRAD, the directors of Feedback are of the opinion that they should focus investment in TexRAD’s use in oncology. The sale of the equity interest in Stone Checker will generate a profit of £45,000 before expenses. Feedback will continue to receive royalty and licence payments should Stone Checker achieve commercial success. The sale proceeds will be used by Feedback for general corporate purposes.

Stone Checker is currently a pre-revenue company which made a loss before tax for the period ending 29 February 2016 of £154. 

Related Party Transaction

Trevor Brown is a director and substantial shareholder in Feedback. Dr Balaji Ganeshan is a director of Stone Checker representing Feedback and is expected to remain a director of both Feedback and Stone Checker after the Disposal. Accordingly, the Disposal constitutes a related party transaction pursuant to Rule 13 of the AIM Rules for Companies (“AIM Rules”). The other three directors of Feedback have no direct involvement in Stone Checker and are not related to the purchaser of Feedback’s holding and are therefore deemed to be independent under the AIM Rules for the purposes of considering the related party transaction (the “Independent Directors”). The Independent Directors, having consulted with Allenby Capital Limited, the Company’s nominated adviser, consider that the terms of the disposal are fair and reasonable insofar as the Company’s shareholders are concerned. 

For further information, contact:
Feedback plc
Tom Charlton / Mike Hayball
Tel: 01954 718072

Allenby Capital Limited (Nominated Adviser and Joint Broker)
Simon Clements / James Thomas
Tel: 020 3328 5656

Peterhouse Corporate Finance Ltd (Joint Broker)
Lucy Williams / Duncan Vasey
Tel: 020 7469 0936

Feedback (FDBK) – Interim Results for 6 months ended 30 Nov 2015

FBKlogoFeedback PLC (FDBK) – Interim Results for the six months ended 30 November 2015

Chairman’s Statement:

We are pleased to present the interim results for the six months ended 30 November 2015. Revenue for the six month period was £225,000 (2014: £229,000) and the loss after tax was £143,000. (2014: loss of £219,000). The loss before interest, tax and amortisation was £132,000 (2014: Loss £138,000). The cash balance as at 30 November 2015 was £164,000, (2014: £268,000).

The interim results show a small reduction in the loss for the period on similar levels of turnover to 2014. Cambridge Computed Imaging Limited again performed steadily as it continued to serve its established customer base. Revenue recognised from TexRAD research version sales in the six months was higher than in the comparable period in 2014, reflecting the contract wins that took place shortly before the end of the previous financial year. Revenue for the second half of the current financial year from TexRAD is also expected to be higher than in the comparable period. In line with management’s expectations, we have sold fewer research versions of TexRAD in recent months although there remains a good deal of customer interest from research institutions who are currently seeking grant funding. The Company has recently signed collaborative agreements with companies in Japan and South Korea to explore further selling opportunities in these markets for TexRAD research versions. The Company has also been looking to provide more support to research customers to assist them in analysing and interpreting the results of their studies. We have recently started work on one such project and this could prove to be a useful additional source of revenue in the future. Dr Balaji Ganeshan has been continuing his work supporting research into new potential applications of TexRAD. This has led to the publication of twelve peer-reviewed papers over the last year as well as a number of presentations at scientific conferences, including the Society of Cardiac MR Annual Scientific Sessions in Los Angeles last month.

In November 2015 the Company announced that it had signed a Memorandum of Understanding with Alliance Medical Group with the intention of integrating Feedback’s TexRAD texture analysis software into Alliance’s PET-CT lung cancer imaging service. The technical discussions have made good progress. A pilot implementation is currently underway and a retrospective study on a sample of studies with known clinical outcomes has shown promising preliminary results. The next stage will be to integrate with Alliance’s internal systems and evaluate our solution with multiple sites across the Alliance network. It is also anticipated that an abstract will be submitted to the Radiological Society of North America (RSNA) for intended publication at its annual conference in November 2016 which will highlight the results from the technical and clinical evaluation. Our development work with Alliance is considered to offer great potential as regards the future commercialisation of TexRAD software. Alliance and Feedback plan to undertake a multi-centre imaging research study to assess the use of TexRAD in lung cancer, with the eventual aim of gaining inclusion of texture analysis in the National Institute for Health and Care Excellence Lung Cancer pathway.

In 2015 the Company formed two joint venture companies, Stone Checker Software Ltd and Prostate Checker Ltd. These companies are at the stage of testing prototype versions of software containing TexRAD plug-ins, firstly on sample data sets and then on larger data sets. Both companies offer the prospect of developing innovative solutions where routine medical images can provide useful additional information for clinicians.

The Board believes the future for Feedback is hugely promising and we look forward to working closely with Alliance and developing our other collaborative ventures. We expect revenue in the second half of the current financial year to be broadly similar to the first half result. Operating expenses have been significantly reduced so when compared to the last financial year, the results for the current financial year are expected to show higher revenue and a reduced operating loss.

Tom Charlton

Chairman

Enquiries:


Feedback plc
Tom Charlton, Trevor Brown, 
Mike Hayball, Balaji Ganeshan
Tel: 01954 718072

Sanlam Securities UK Limited (Nominated advisor)
Simon Clements / James Thomas
Tel: 020 7628 2200
 

UNAUDITED INTERIM CONSOLIDATED INCOME STATEMENT

unaudited

unaudited

audited

6 months to

30 November 2015

6 months to

30 November 2014

Year to

31 May

2015

£’000

£’000

£’000

Revenue

225

229

382

Cost of sales

(2)

(42)

(1)

Gross profit

223

187

     381

Other operating expenses

(378)

(416)

        (889)

Impairment of intangible assets

        (689)

Total operating expenses

(378)

(416)

  (1,578)

Operating loss

 

(155)

 

(229)

 

  (1,197)

       

Net finance income

1

Loss before tax

(155)

(229)

  (1,196)

Tax credit

12

        10

            85

Loss for the period attributable to the equity shareholders of the parent

Loss on ordinary activities after tax

 

 

(143)

 

 

(219)

 

 

   (1,111)

Other comprehensive expense

Translation differences on overseas operations

 –

         –

Total comprehensive expense for the period

(143)

(219)

(1,111)

Basic and diluted earnings per share

 2

(0.07p)

(0.11p)

(0.58p)



UNAUDITED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

Share Capital

Share Premium

Capital Reserve

Retained Earnings

Translation Reserve

Convertible Debt Option Reserve

Total

£’000

£’000

£’000

£’000

£’000

£’000

£’000

Balance at 31 May 2014

477

1,409

300

(967)

(210)

189

1,198

Share option and warrant costs                                                                 

3

3

Total comprehensive income for the period

 

 

 

 

(219)

 

 

 

(219)

Balance at 30 November 2014

477

1,409

300

(1,183)

(210)

189

982

Share option and warrant costs                                                                 

(1)

(1)

Total comprehensive expense for the period

 

 

 

 

(892)

 

 

 

(892)

Balance at 31 May 2015

477

1,409

300

(2,076)

(210)

189

89

New shares issued

32

190

222

Costs associated with the raising of funds

(7)

(7)

Share option and warrant costs                                                                 

4

4

Total comprehensive income for the period

 

 

 

 

(143)

 

 

 

(143)

Balance at 30 November 2015

509

1,592

300

(2,215)

(210)

189

165

 

UNAUDITED INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

unaudited

unaudited

audited

30 November 2015

30 November 2014

31 May

2015

£’000

£’000

£’000

ASSETS

Non-current assets

Property, plant and equipment

5

6

7

Intangible assets

125

839

140

Investments

5

135

       845

147

Current assets

Trade receivables

70

  160

 111

Other receivables

83

73

101

Cash and cash equivalents

164

268

63

317

501

275

Total assets

452

1,346

422

EQUITY

Capital and reserves attributable to the Company’s equity shareholders

Called up share capital

509

477

477

Share premium account

1,592

1,409

1,409

Capital reserve

300

300

300

Translation reserve

(210)

(210)

(210)

Retained earnings

(2,215)

(1,183)

(2,076)

(24)

798

(100)

Convertible debt option reserve

189

189

189

Total equity

165

982

89

LIABILITIES

Non-current liabilities

Deferred tax liabilities

24

70

28

Current liabilities

Trade payables

43

81

40

Other payables

220

213

265

263

294

305

Total liabilities

287

364

333

Net assets

452

1,346

422

UNAUDITED INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

 

unaudited

unaudited

audited

6 months to

30 November 2015

6 months to

30 November 2014

Year to

31 May

2015

£’000

£’000

£’000

Cash flows from operating activities

Loss before tax

(155)

(229)

(1,196)

Adjustments for:

Share option and warrant costs

4

3

1

Net finance income

(1)

Depreciation and amortisation

23

91

184

Impairment of intangible assets

689

Decrease/(increase) in trade receivables

41

(72)

(23)

Decrease in other receivables

26

49

52

Increase/(decrease) in trade payables

3

(145)

  (185)

Decrease in other payables

(45)

(217)

(164)

52

(291)

555

Net cash used in operating activities

(103)

(520)

(642)

Cash flows from investing activities

Purchase of tangible fixed assets

(6)

(9)

Purchase of intangible assets

(6)

(80)

(161)

Proceeds from sale of assets held for resale

1

Purchase of share in joint venture

(5)

Net cash used in investing activities

(11)

(86)

(169)

Cash flows from financing activities

Net proceeds from share issues

215

Net cash generated from financing activities

215

Net increase/(decrease) in cash and cash equivalents

101

(606)

(811)

Cash and cash equivalents at beginning of period

63

874

874

Cash and cash equivalents at end of period

164

268

63

 

FEEDBACK PLC

NOTES TO THE UNAUDITED INTERIM REPORT

1              BASIS OF PREPARATION

The consolidated interim financial statements have been prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards as endorsed by the European Union (“IFRS”) and expected to be effective at the year end of 31 May 2016. The accounting policies are unchanged from the financial statements for the year ended 31 May 2015.

The information set out in this interim report for the six months ended 30 November 2015 does not comprise statutory accounts within the meaning of section 434 of The Companies Act 2006. The auditors’ report on the full statutory accounts for the period ended 31 May 2015 included an Emphasis of Matter paragraph in regard to Going Concern. The accounts for the period ended 31 May 2015 have been filed with the Registrar of Companies.

This interim report was approved by the directors on 19 February 2016.

2              LOSS PER SHARE

Basic earnings per share is calculated by reference to the loss on ordinary activities after and on the weighted average of shares in issue.

unaudited

unaudited

audited

As at 30 November 2015

 

As at 30 November 2014

 

As at 31 May 2015

 

£’000

£’000

£’000

Net loss attributable to ordinary equity holders

(143)

(219)

(1,111)

As at 30 November 2015

 

As at 30 November 2014

 

As at 31 May 2015

Weighted average number of ordinary shares for basic earnings per share

203,355,562

 

 

190,746,746

190,746,746

Effect of dilution:

Share Options

       Warrants

Weighted average number of ordinary shares adjusted for the effect of dilution

203,355,562

 

 

190,746,746

190,746,746

Loss per share (pence)

Basic and Diluted

(0.07)

(0.11)

(0.58)

3              INTANGIBLE ASSETS

Software

Customer relationships

Patents

Goodwill

Total

£’000

£’000

£’000

£’000

£’000

Cost

At 31 May 2014

435

100

41

272

848

Additions

64

16

80

At 30 November 2014

499

100

57

272

928

Additions

64

17

81

At 31 May 2015

563

100

74

272

1,009

Additions

6

6

At 30 November 2015

563

100

80

272

1,015

Amortisation

At 31 May 2014

Charge for the period

73

13

4

90

As at 31 November 2014

73

13

4

90

Charge for the period

72

12

6

90

Impairment charge in the year

418

272

689

At 31 May 2015

563

25

10

272

869

Charge for the period

13

7

20

At 30 November 2015

563

38

17

272

890

Net Book Value

At 30 November 2015

62

63

125

At 31 May 2015

75

65

140

At 30 November 2014

426

87

53

272

838

4              AVAILABILITY OF THE INTERIM REPORT

Copies of the report will be available from the Company’s office and also from the Company’s website www.fbk.com

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

Feedback PLC – Dr Balaji Ganeshan talks to DirectorsTalk about Stone Checker JV.

Dr Balaji Ganeshan, Chief Scientific Officer at Feedback (FDBK) talks to DirectorsTalk about a new JV with UKUA forming the company “Stone Checker Software Ltd”.

Feedback PLC announces it has licensed TexRAD to Stone Checker

FBKlogoFeedback plc (FDBK), the medical imaging software company, previously announced on 13 April 2015 that it had signed a research agreement with the Oxford Stone Group at the University of Oxford & Oxford University Hospital NHS Trust, UK to investigate the potential future clinical application of Feedback’s TexRAD texture analysis software on computed tomography (CT) image data of patients with kidney stones. On 11 May 2015, Feedback announced the pilot results from a preliminary feasibility study.

A larger retrospective validation study comprising 90 patients carried out by the Oxford research team led by Mr Ben Turney (Bernard Senior Clinical Researcher in Urology at the University of Oxford and Honorary Consultant Urological Surgeon) is currently under way.

Following these studies, Feedback is pleased to announce the incorporation of a 50:50 joint venture company “Stone Checker Software Ltd” with U.K. Urology Associates Limited (UKUA) to commercialise the specific application of TexRAD texture analysis in Urolithiasis. To facilitate this, Feedback Plc has granted a licence of TexRAD intellectual property to Stone Checker.

UKUA has expertise in a wide range of technology applications in the specialist Urology field.  This knowledge extends from the development and distribution of novel medical equipment for both benign and malignant urological diseases through to the use of software in urodynamics.   The team comprises an experienced group of healthcare technology innovators.

The vision of Stone Checker is to develop a composite risk stratification software product following stringent clinical standards and regulatory standards. TexRAD CT texture analysis will be incorporated with other known clinical markers to develop an integrated product which would potentially assist urologists and radiologists to provide better patient management and treatment decisions for improved patient outcomes. There is a large potential worldwide market for a non-invasive risk stratification tool based on the common occurrence of kidney stones around the world.     

Mr Jeevan Virk, Chief Operations Officer of UKUA commented:  “The opportunity to collaborate with Feedback plc in the development of a specific urological software is hugely exciting and will provide enormous benefits to patients who will receive appropriate therapy, clinicians who will be able to optimise their use of time and improve success rates, and the healthcare payers who will no longer have to pay for high failure rates in lithotripsy.  It is unusual to have a product which fully lines up to provide benefits to the whole clinical team, but this is the promise of Stone Checker software.”

Dr. Balaji Ganeshan, Chief Scientist & New Business Officer of the Company’s subsidiaries TexRAD Ltd & Cambridge Computed Imaging Ltd commented:  “We are delighted with the formation of a new JV company with UKUA, Stone Checker Software Ltd, to develop a novel composite clinical score based software product dedicated to the management of kidney stone patients.”

For further information contact:

Feedback plc

Tel: 01954 718072

Simon Barrell / Trevor Brown / Tom Charlton

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

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