TIDMFDBK
RNS Number : 2842S
Feedback PLC
06 November 2013
6 November 2013
Feedback plc
("Feedback" or "the Company")
Final Results for the year ended 31 May 2013
Chairman's Statement
The 2013 financial year proved to be a defining year for
Feedback which resulted in the disposal of the Group's remaining
operating business, Feedback Data plc ("Feedback Data"), and the
Company being reclassified as an Investing Company under the AIM
Rules.
As predicted when the half year results were announced, the
restructuring of Feedback within the context of the strict cash
constraints imposed over several years proved a very challenging
environment. Feedback Data continued to experience reduced activity
from key customers whilst the introduction of new products to the
channel suffered a number of delays and setbacks.
Whilst there was always the prospect of a recovery in Feedback
Data's markets, it remained illusive. Significant steps were taken
to reduce overhead and minimise costs but the lack of an immediate
and wholesale turnaround in Feedback Data still left the Company
without critical mass and generating significant losses. In the
board's view this was an unsustainable position.
Following a detailed review of the investment necessary to
return the company to profitability the Board examined its
strategic options and concluded that the disposal of Feedback Data
was the best route to secure value for shareholders. After
considering a number of alternative approaches the Company agreed,
and sought shareholder approval for, the disposal of Feedback Data
to Belgravium Technologies plc. The transaction was concluded on 31
May 2013 for a cash consideration of GBP600,000 that was used to
repay bank debt and for working capital purposes.
Following the year end the Group also completed the disposal of
its former head office in Crowborough to Orbit South Housing
Association Limited for a cash consideration of GBP940,000. This
sale was approved by shareholders and was completed on 30 July
2013.
Following completion of the disposal of Feedback Data and the
property the Company now has one employee (being the executive
Director) and approximately GBP700,000 of cash.
The disposal of the trading businesses and its former head
office means, under Rule 15 of the AIM Rules, the company was
reclassified as an Investing Company and adopted the Investing
Policy which was approved by Shareholders in May 2013. The Company
has a technology focussed investing policy and is actively seeking
opportunities in this sector.
The Board has reviewed several opportunities and continues to
pursue others. It will update the market as appropriate.
Nick Shepheard
Chairman
Consolidated Statement of Comprehensive Income
for the year ended 31 May 2013
Note 2013 2013 2013 2012 2012 2012
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Continuing Discontinued Total Continuing Discontinued Total
REVENUE 4 - 1,719 1,719 - 7,046 7,046
Cost of Sales - (1,010) (1,010) - (4,598) (4,598)
----------- ------------- -------- ----------- ------------- ----------
GROSS PROFIT - 709 709 - 2,448 2,448
Other Operating
Expenses 5 (492) (890) (1,382) (509) (2,353) (2,862)
----------- ------------- -------- ----------- ------------- ----------
OPERATING LOSS 6 (492) (181) (673) (509) 95 (414)
Net finance expense 7 (57) - (57) (13) - (13)
----------- ------------- -------- ----------- ------------- ----------
(Loss)/profit on
ordinary activities
before taxation (549) (181) (730) (522) 95 (427)
Tax charge 9 - - - - (23) (23)
----------- ------------- -------- ----------- ------------- ----------
LOSS/(PROFIT) ON
ORDINARY ACTIVITIES
AFTER TAX (549) (181) (730) (522) 72 (450)
----------- ------------- -------- ----------- ------------- ----------
Profit/(loss) on
disposal of discontinued
operations 12 - 382 382 - (1,369) (1,369)
(Loss)/profit for
the year attributable
to the equity Shareholders
of the Company (549) 201 (348) (522) (1,297) (1,819)
----------- ------------- ----------- -------------
Other comprehensive
income/(expense)
Translation differences
on overseas operations (3) 10
-------- ----------
Total comprehensive
expense for the
year (351) (1,809)
======== ==========
LOSS PER SHARE (pence)
Basic and diluted 11 (0.42) 0.15 (0.27) (0.42) (1.05) (1.47)
=========== ============= ======== =========== ============= ==========
Consolidated Statement of Changes in Equity
for the year ended 31 May 2013
GROUP Share Share Capital Retained Translation
Capital Premium Reserve Earnings Reserve Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
At 1 June 2011 273 633 300 1,657 (214) 2,649
New shares issued 54 218 - - - 272
Total comprehensive
expense for the year - - - (1,819) 10 (1,809)
At 31 May 2012 327 851 300 (162) (204) 1,112
-------- -------- -------- ---------- ------------ ----------
Total comprehensive
expense for the year - - - (348) (3) (351)
-------- -------- -------- ---------- ------------ ----------
At 31 May 2013 327 851 300 (510) (207) 761
======== ======== ======== ========== ============ ==========
COMPANY Share Share Retained
Capital Premium Earnings Total
GBP000 GBP000 GBP000 GBP000
At 1 June 2011 273 633 824 1,730
New shares issued 54 218 - 272
Total comprehensive
expense for the year - - (1,148) (1,148)
-------- ---------- ------------ ----------
At 31 May 2012 327 851 (324) 854
-------- ---------- ------------ ----------
Total comprehensive
expense for the year - - (73) (73)
At 31 May 2013 327 851 (397) 781
======== ========== ============ ==========
Consolidated Balance Sheet
at 31 May 2013
2013 2012
Notes GBP000 GBP000 GBP000 GBP000
ASSETS
Non-current assets
Property, plant and equipment 14 - 73
Intangible assets 15 - 330
- 403
Current assets
Inventories 16 - 316
Trade receivables - 343
Other receivables 17 15 160
Cash and cash equivalents 342 -
357 819
Non current assets held
for sale 13 940 1,050
Total assets 1,297 2,272
------- -------
LIABILITIES
Non-current liabilities
Deferred tax liabilities 9 - 86
Current liabilities
Trade payables 102 228
Other payables 18 434 688
Bank borrowings - 158
------- -------
536 1,074
-------
Total liabilities 536 1,160
------- -------
TOTAL NET ASSETS 761 1,112
======= =======
EQUITY
Capital and reserves attributable
to the Company's equity
shareholders
Called up share capital 20 327 327
Share premium account 851 851
Capital reserve 300 300
Translation reserve (207) (204)
Retained earnings (510) (162)
------- -------
TOTAL EQUITY 761 1,112
======= =======
Consolidated Cash Flow Statement
for the year ended 31 May 2013
2013 2012
GBP000 GBP000 GBP000 GBP000
Cash flows from operating activities
Loss before tax (730) (427)
Adjustments for:
Impairment provision against property 110 -
Net finance expenditure 57 13
Depreciation and amortisation 241 508
Loss on disposal of property, 17 -
plant and equipment
Foreign exchange difference 3 (10)
Decrease /(increase) in inventories 193 (310)
Decrease in trade receivables 31 (81)
Decrease in other receivables 136 42
Decrease/(increase) in trade payables 36 (286)
Decrease in other payables 39 434
------- -------
863 310
------- -------
Net cash generated by/(used in)
operating activities 133 (117)
Cash flows from investing activities
Purchase of tangible fixed assets (9) (51)
Purchase of intangible assets (126) (258)
Net cash disposed of with subsidiary (11) -
Net proceeds from sale of subsidiary 570 -
------- -------
Net cash used in investing activities 424 (309)
Cash flows from financing activities
Interest paid (57) (13)
Proceeds of share issue - 272
------- -------
Net cash used from financing activities (57) 259
------- -------
Net decrease in cash and cash
equivalents 500 (167)
Cash and cash equivalents at beginning
of year (158) 9
Cash and cash equivalents at end
of year 342 (158)
======= =======
1. ACCOUNTING POLICIES
Basis of preparation
These financial statements have been prepared in accordance with
those IFRS standards and IFRIC interpretations issued and effective
or issued and early adopted as at the time of preparing these
statements (November 2013). The accounting policies have been
consistently applied to all the years presented.
These consolidated financial statements have been prepared under
the historical cost convention.
During the period the group disposed of its subsidiary Feedback
Data plc, in the previous period the group disposed of its
subsidiaries Feedback Instruments Limited and Feedback Inc.
Subsequent to the year end disposed of its property (held by
Brickshield Limited). For these reasons the results of these
subsidiaries have been disclosed as discontinued and the property
classified 'as held for sale'.
The financial information set out above does not comprise the
Company's statutory accounts for the periods ended 31 May 2013 or
31 May 2012. Statutory accounts for 31 May 2012 have been delivered
to the Registrar of Companies and those for 31 May 2013 will be
delivered following the Company's Annual General Meeting. The
auditors have reported on those accounts; their report was
unqualified and did not contain statements under section 498(2) or
(3) of the Companies Act 2006 in respect of the accounts for 2012
or for 2011.
2. GOING CONCERN
The Group disposed of Feedback Data plc during the year and
subsequent to the year end disposed of its investment property for
GBP940,000. The company become an investment company following the
disposal of Feedback Data plc.
The Directors have produced forecasts which show that the
company has adequate cash resources for at least the next twelve
months from the date of this report. However, to achieve
significant investments in the future it may be necessary to raise
further capital. The Directors believe that the company is a going
concern and has therefore prepared the financial statements on a
going concern basis
3. SEGMENTAL REPORTING
The Directors have determined the operating segments based on
the management reports that are used to make strategic decisions.
The Group's business was analysed below between the Instruments
segment and the Data segment. The Instruments segment primarily
related to the former subsidiary companies Feedback Instruments plc
and Feedback Incorporated which were disposed of last year.
The Data segment relates to the subsidiary company Feedback Data
plc which was disposed of on 31 May 2013. Details of these
companies are included in the Directors' Report.
On the 30 May 2013 the group disposed of its Data business (see
Note 12). The results therefore include the results of the Data
business for the full year to 31 May 2013.
On the 23 May 2012 the group disposed of its Instruments
business. For this reason the results shown below disclose the
results of the Instruments business for the period to 23 May
2012.
Year ended 31 May 2013
Instruments Data Other Total
GBP000 GBP000 GBP000 GBP000
Revenue
External - 1,551 168 1,719
------------ ------- -------- --------
Finance expense - - (57) (57)
------------ ------- -------- --------
Loss before tax - (38) (692) (730)
============ ======= ======== ========
Balance sheet
Assets - - 1,297 1,297
Liabilities - - (536) (536)
------------ ------- -------- --------
- - 761 761
============ ======= ======== ========
Capital expenditure - 135 - 135
============ ======= ======== ========
Year ended 31 May 2012
Instruments Data Other Total
GBP000 GBP000 GBP000 GBP000
Revenue
External 4,935 1,925 186 7,046
------------ ------- -------- --------
Finance expense - - (13) (13)
------------ ------- -------- --------
Loss before tax 311 (286) (452) (427)
============ ======= ======== ========
Balance sheet
Assets - 781 2,524 3,305
Liabilities - (602) (2,138) (2,740)
------------ ------- -------- --------
179 386 565
============ ======= ======== ========
Capital expenditure 91 185 33 309
============ ======= ======== ========
Reported segments' assets are reconciled to total assets as
follows:
2013 2012
GBP000 GBP000
Segment assets for reportable
segments 1,297 3,305
Unallocated:
Inter-company receivables
adjustment - (1,223)
Intangible assets - 330
Investments - (140)
------- --------
Total assets per the balance
sheet 1,297 2,272
======= ========
Reported segments' assets are reconciled to total assets as
follows:
2013 2012
GBP000 GBP000
Segment liabilities for
reportable segments 536 2,740
Inter-company payables
adjustment - (1,666)
Deferred tax - 86
--------- ----------
Total liabilities per the
balance sheet 536 1,160
========= ==========
External revenue Total assets Capital expenditure
by by by
location of customer location of location of assets
assets
2013 2012 2013 2012 2013 2012
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
United Kingdom 1,431 3,070 1,297 2,258 135 309
Rest of Europe 288 644 - 14 - -
United States of - 445 - - - -
America
Other Americas - 498 - - - -
Asia - 1,040 - - - -
Africa - 384 - - - -
Middle East - 965 - - - -
Total 1,719 7,046 1,297 2,272 135 309
============ ========= ======= ======= ========= =============
4. OTHER OPERATING EXPENSES
2013 2012
GBP000 GBP000
Distribution costs - 1,821
Administrative costs:
Research and development 243 619
Other 1,139 422
------- -------
1,382 2,862
======= =======
5. LOSS PER SHARE
Basic earnings per share is calculated by reference to the loss
on ordinary activities after taxation of GBP348,000 (2012:
GBP1,819,000) and on the weighted average of 130,949,746 (2012:
123,679,889) shares in issue.
6. ASSETS HELD FOR SALE
Land & Buildings Total
GBP000 GBP000
At 31 May 2011 - -
Reclassification from property,
Plant and Equipment (note 14) 1,323 1,323
Impairment (273) (273)
At 31 May 2012 1,050 1,050
Impairment in the year (110) (110)
At 31 May 2013 940 940
================= =======
Reclassification: As at 31 May 2012 the group was actively
seeking to dispose of its property. The asset has therefore been
reclassified as held for sale. Subsequent to the 31 May 2013 the
property was sold for GBP940,000 and therefore a further impairment
charge of GBP110,000 has been made in the year.
7. PROPERTY, PLANT AND EQUIPMENT
Land and Plant and Motor
Buildings Equipment Vehicles Total
GROUP GBP000 GBP000 GBP000 GBP000
Cost of valuation
At 31 May 2011 1,441 855 19 2,315
Additions - 51 - 51
Disposal - (504) (5) (509)
Reclassification (1,441) - - (1,441)
---------- ---------- --------- --------
At 31 May 2012 - 402 14 416
Additions - 9 - 9
Disposal - (71) (14) (85)
Disposed with subsidiary - (65) - (65)
Retired in the year - (275) - (275)
At 31 May 2013 - - - -
========== ========== ========= ========
Depreciation
At 31 May 2011 94 700 16 810
Charge for the year 24 121 1 146
Disposal - (492) (3) (495)
Reclassification (118) - - (118)
---------- ---------- --------- --------
At 31 May 2012 - 329 14 343
Charge for the year - 49 - 49
Disposal - (51) (14) (65)
Disposed with subsidiary - (52) - (52)
Retired in the period - (275) - (275)
At 31 May 2013 - - - -
========== ========== ========= ========
Net Book Value
At 31 May 2013 - - - -
========== ========== ========= ========
At 31 May 2012 - 73 - 73
========== ========== ========= ========
8. INTANGIBLE ASSETS
Development
Expenditure
GROUP GBP000
Cost
At 31 May 2011 4,095
Additions 258
Disposed on sale of subsidiary (2,236)
-------------
At 31 May 2012 2,117
Additions 126
Disposed on sale of subsidiary (2,243)
-------------
At 31 May 2013 -
=============
Amortisation
At 31 May 2011 3,363
Charge for the year 362
Disposed on sale of subsidiary (1,938)
-------------
At 31 May 2012 1,787
Charge for the year 192
Disposed on sale of subsidiary (1,979)
-------------
At 31 May 2013 -
=============
Net Book Value
At 31 May 2013 -
=============
At 31 May 2012 330
=============
9. OTHER PAYABLES
Group Company
2013 2012 2013 2012
GBP000 GBP000 GBP000 GBP000
Amounts falling due within
one year
Other payables 349 124 346 122
Other taxes and social security 22 44 22 22
Accruals and deferred income 63 520 62 53
------- ------- ------- -------
434 688 430 197
======= ======= ======= =======
Included within other payables is a loan and interest thereon
from a company connected to a shareholder of GBP345,000 (2012
GBP101,000). The loan attracted interest at 12% per annum and was
secured on the group's property. The loan was repayable within 6
months and was fully repaid on 31 July 2013 following the sale on
the property.
10. POST BALANCE SHEET EVENTS
On 31 July 3013 the company's subsidiary Brickshield Limited
sold its property for GBP940,000.
11. PUBLICATION OF ANNOUNCEMENT AND REPORT AND ACCOUNTS
A copy of this announcement will be available at the Company's
registered office (Maple Barn, Beeches Farm Road, Uckfield, East
Sussex TN22 5QD) and on its website - www.fbk.com.
This announcement is not being sent to shareholders. The Annual
Report will be posted to shareholders shortly and will be made
available on the website.
For further information contact:
Feedback plc
Nick Shepheard Tel: 020 3289
7747
Sanlam Securities UK Limited
Simon Clements/Lindsay Mair Tel: 020 7628
2200
This information is provided by RNS
The company news service from the London Stock Exchange
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