Final Results
Feedback PLC
27 September 2006
Feedback Plc
Preliminary Results for the year ended 31 March 2006
Chairman's Statement
During the year ending 31 March 2006 the Group produced an operating profit of
£159,500 before pension adjustments. This compares to an operating profit of
£129,000 during the previous financial year. Interest, and cost adjustments
associated with the closed pension scheme, made to comply with FRS17, were
£454,800 producing a loss on ordinary activities before taxation of £295,300
compared to a profit of £16,600 in 2005 after a one time gain of £480,000
associated with the closure of the pension fund during that year.
A poor performance by the subsidiary company in the USA, referred to later,
undermined what would have been a more impressive result.
As made clear in previous statements the financial position of the Group is
severely compromised by the deficit in the now closed defined benefit pension
scheme. Payments into the scheme, in line with the agreement reached with Opra
in February 2005, continued throughout the year but, due primarily to the
increased life expectancy of employees and pensioners, the deficit continued to
increase. Information regarding the pension position is shown in Note 5.
This situation is being actively reviewed by the Directors in conjunction with
the Group's professional advisors with the intention of finding a solution to
this ongoing pension fund problem. Shareholders will, of course continue to be
kept informed of any significant developments.
As previously reported the sale has been agreed for the company's main business
premises in Crowborough subject to planning permission being granted for
residential development. Unfortunately this permission has not yet been
forthcoming from the local council but the process is continuing.
Feedback Data Limited
The performance of Feedback Data, together with its German subsidiary was
slightly down on the previous year.
Some of the new products in the core data terminal market, which were introduced
in previous years, have been rather slow to gain the acceptance which was
anticipated. New software tools are being developed which will make it easier
for these products to replace earlier units and improvements in sales volumes
will ensue. It was encouraging to note that sales of the established range of
terminals exceeded expectation and largely compensated for the slower
performance of the new products.
A significant new development for the Access Control market was introduced and
initial response has been very favourable. Products for other market segments,
utilising the core technical competencies of the company, are being
investigated.
The majority of the business continues to be obtained in the UK although efforts
are continuing to build on the small but significant dealer network in Europe.
Feedback Instruments Limited
The restructuring and reorganisation which has been performed at Feedback
Instruments is beginning to show real benefits. In all respects this was a much
better year than the company has enjoyed recently.
New personnel in Manufacturing and Sales have made significant contributions.
Product quality has improved and the manufactured costs of products have been
reduced. The sub-contract facility in Hungary is no longer utilised although
there is significant outsourcing in the UK. Final assembly and test is performed
by direct employees enabling us to maintain quality and to control timescales.
The core UK market in post secondary education continues to be challenging due
to a lack of available funds but it is pleasing to note that the distribution
agreement with the American manufacturer of apparatus for schools continues to
be very successful.
Overseas the company has a very loyal and competent network of agents and
efforts were continued throughout the year to present a clear and coherent
strategy to them. This process culminated in a very successful International
Sales Conference held in Kuala Lumpur which was attended by more than 40 of the
most significant agents from Europe and Asia.
Three significant new products were introduced at the Conference, in the ranges
of Telecommunications, Process Control and Control, and other established
products were repositioned. Due to the improvements made in manufacturing it was
also possible to announce some price reductions in sensitive areas without
impacting margins.
Overall performance in export territories showed a marked improvement although
there are political sensitivities in certain countries.
Feedback Incorporated
After a very encouraging performance in the previous year, and a promising start
to this year, the final outturn was a significant loss.
There were a number of reasons for this result. The reasons within the company's
control have all been addressed but the situation was exacerbated by the
weakness of the dollar throughout the year. The new products introduced by
Feedback Instruments should prove very significant in this very competitive
market.
The company now has a full complement of field sales personnel and is, I am glad
to report, performing far more strongly again.
Current Trading and Future Prospects
The new financial year started slowly with regard to sales but with a good build
up in the level of orders received and the present order book is healthy. This
particularly applies to our American subsidiary which had disappointing results
in the year to 31 March 2006.
The gradual re-structuring of the business is continuing and there has been a
further consolidation of premises which will give rise to a reduction in
occupancy costs. There has also been a small reduction in staff numbers through
natural wastage.
The problem relating to the pension fund, referred to above, is continuing to be
a significant drain on our cash resources but it is hoped that resolution of
this will prove to be possible.
Under difficult circumstances, your executive directors and staff have worked
well and I am most grateful to them.
D. H. Harding
Chairman
Enquiries:
David Sawyer 01892 653322
Feedback plc
Philip Davies 020 7953 2000
Charles Stanley & Co. Limited
CONSOLIDATED PROFIT AND LOSS ACCOUNT
for the year ended 31st March 2006
2006 2005
£000 £000
restated
TURNOVER 7,638.6 9,179.2
Cost of Sales (4,255.9) (5,993.4)
Gross profit 3,382.7 3,185.8
Other Operating Expenses (3,223.2) (2,716.1)
Operating profit before reorganization
costs and pension adjustments 159.5 129.0
Reorganisation costs 0.0 (139.3)
Gains on settlements and curtailments
arising on closure of pension scheme 0.0 480.0
Operating profit 159.5 469.7
Net interest charge (148.8) (143.1)
Other finance costs - net negative returns on pension scheme (306.0) (310.0)
(LOSS) / PROFIT ON ORDINARY (295.3) 16.6
ACTIVITIES BEFORE TAXATION
Tax on (loss) / profit on ordinary
Activities 0.0 39.2
RETAINED (LOSS) / PROFIT
AFTER TAXATION (295.3) 55.8
(LOSS) / EARNINGS PER
SHARE (pence) (Note 4)
Basic (2.40) 0.46
Diluted (2.40) 0.46
CONSOLIDATED BALANCE SHEET AT 31st MARCH 2006
2006 2006 2005 2005
£000 £000 £000 £000
restated restated
Fixed assets
Tangible assets 714.9 526.3
714.9 526.3
Current assets
Stocks 1,000.3 1,210.7
Debtors 1,616.3 1,753.6
Cash at bank and in hand 805.7 760.4
3,422.3 3,724.7
Creditors: amounts falling due
within one year
Borrowings (1,132.1) (64.4)
Other creditors (1,447.4) (1,669.6)
(2,579.5) (1,734.0)
Net current assets 842.8 1,990.7
Total assets less current 1,557.7 2,517.0
liabilities
Creditors: amounts falling due
after more than one year:
Borrowings (579.0) (1,517.2)
Net assets excluding pension 978.7 999.8
liabilities
Pension liabilities (8,233.0) (8,187.0)
Net liabilities including pension (7,254.3) (7,187.2)
liabilities
Capital and reserves
Called up share capital 1,234.5 1,208.4
Share premium account 409.9 383.7
Revaluation reserve 595.6 379.7
Capital reserve 299.9 299.9
Profit and loss account (9,794.2) (9,458.9)
Total reserves (8,488.8) (8,395.6)
Shareholders' funds - equity (7,254.3) (7,187.2)
interest
CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
Group
2006 2005
£000 £000
restated
(Loss)/profit for the financial year (295.3) 55.8
Unrealised surplus on revaluation of land and buildings 223.2 0.0
Currency translation differences on foreign currency
net investments 86.5 (55.1)
Actual return less expected return on pension scheme 1,315.0 74.0
assets
Experience gains and losses arising on liabilities 596.0 (494.0)
Changes in the assumptions underlying the present value
of the scheme liabilities
(2,068.0) (352.0)
Total losses relating to the period (142.6) (771.3)
Prior year adjustment (7,156.0)
Total recognised gains and losses since last annual (7,298.6)
report
CONSOLIDATED CASH FLOW STATEMENT
2006 2006 2005 2005
£000 £000 £000 £000
restated restated
Net cash inflow from operating activities 62.7 986.5
Returns on investments and servicing of finance
Finance lease interest paid 0.0 (4.2)
Interest paid (47.8) (34.0)
Net cash outflow from returns on
investments and servicing of finance (47.8) (38.2)
Corporation tax recovered 0.0 28.7
Capital expenditure and financial investment
Purchase of tangible fixed assets (26.0) (23.2)
Sale of tangible fixed assets 0.0 0.7
Net cash outflow from capital expenditure and
financial investments (26.0) (22.5)
Financing
Repayments of bank and other loans (30.0) (30.0)
Capital element of finance leases and rental 0.0 (51.4)
payments
Net cash outflow from financing (30.0) (81.4)
(Decrease)/increase in cash in the year (41.1) 873.1
Note 1:
The financial information set out in this preliminary announcement does not
constitute statutory accounts as defined in section 240 of the Companies Act
1985 nor the Group's statutory accounts for the years ended 31 March 2006 or
2005.
The financial information for the year ended 31 March 2005 is extracted from the
Group's financial statements to that date which received an unqualified
auditor's report and have been filed with the registrar of companies. The
financial information for the year ended 31 March 2006 is extracted from the
Group's financial statements to that date which received an unqualified
auditor's report and will be filed with the registrar of companies. The
auditor's report did not contain a statement under section 237(2) or (3) of the
Companies Act 1985 in either year. The auditor's report for the year ended 31
March 2006 includes an emphasis of matter paragraph describing a material
uncertainty which may cast significant doubt about the ability of the Group to
continue as a going concern. This is further described in Note 6. The financial
information does not include the adjustments that would result if the Group was
unable to continue as a going concern.
The financial information is prepared in accordance with the historical cost
convention as modified by the revaluation of freehold property and the principal
accounting policies of the group as set out in the financial statements for the
year ended 31 March 2005. The principal policies remain unchanged except for
the adoption of FRS17 and FRS25. The impact of FRS17 is further explained in
Note 5. FRS25 has resulted in the reclassification of preference shares to debt
and preference share dividends of £101,000 being included as interest. (2005:
£104,900)
Note 2:
The Report and Accounts will be posted to shareholders in due course and the
Annual General Meeting will be held at 11.00am on 30 October 2006.
Note 3:
This preliminary announcement was approved by the Board and authorised for issue
on 27 September 2006.
Note 4:
Loss per share
Basic loss per share for the year ended 31 March 2006 is based on the Group loss
on ordinary activities after taxation of £295,300 (2005 restated - profit of
£55,800) attributed to 12,319,645 Ordinary Shares, being the weighted average
number of shares in issue throughout the year (2005 - 12,057,060).
The diluted loss per share is calculated allowing for the full conversion of the
Preference Shares. However, in accordance with Financial Reporting Standard 14,
as these conversions do not have a dilutive effect the earnings per share figure
remains unaltered.
Note 5:
Pension commitments
At 31 March 2006 the Group operated three pension schemes, two of the defined
contribution type, and one of the defined benefit type.
a) Defined contribution schemes
The UK scheme commenced on 1 August 2004 and is open to all employees, including
executive directors. Two Company directors were members of the scheme at 31
March 2006 (2005 - two). The assets of the scheme are held separately from those
of the Group in an independently administered fund. The pension cost represents
contributions payable by the company and amounted to £115,900 (2005 - £75,700).
There were no outstanding contributions at the year end. Feedback Incorporated
also operates a defined contribution scheme.
b) Defined benefit scheme
This scheme was closed to new members with effect from 1 April 2004, and to
future benefit accrual for existing members at 1 August 2004. Two Company
directors were members of the scheme at 31 March 2006 (2005 - two). The Scheme
is funded with the assets being held by the Trustees separately from the assets
of the Company. The pension costs are determined in accordance with the advice
of a professionally qualified independent actuary. A valuation update was
carried out on 31 March 2006, under the assumptions prescribed in Financial
Reporting Standard 17 'Retirement Benefits'.
At the valuation date, the market value of the assets in the scheme was
£11,579,000. The value of these assets represented 58.4% of the value of the
benefits that had accrued to members, after allowing for future increases in
earnings. As the scheme is closed the current service cost will rise
significantly as the members approach retirement.
This financial information reflects the change in the Group's accounting
policies in relation to pension scheme accounting, as explained in Note 1. After
full consultation with the Scheme's trustees and advisors, in March 2004 the
Company made an application to the Occupational Pensions Regulatory Authority
(Opra, now the Pensions Regulator) to extend the period in which the funding
shortfall can be rectified. Opra's acceptance of this application was confirmed
in February 2005. The Company continues to make contributions in line with this
agreement, although other provisions within that agreement no longer apply. The
Group pension contributions for the year were £417,100 (2005 - £775,000). The
outstanding deficit in the funding of the scheme at the year end was £8,233,000
(2005 restated - £8,187,000).
The information to be disclosed as described by FRS 17 is as follows:
No additional contributions were paid in respect of scheme expenses.
The major assumptions used by the actuary were:
As at 31st March 2006 As at 31st March 2005 As at 31st March 2004
Discount rate 5.00% 5.40% 5.50%
Salary growth - - 4.00%
Price inflation 2.90% 2.90% 2.90%
LPI 2.70% 2.75% 2.75%
The expected rates of return and the market value of the scheme's assets were:
As at 31st March 2006 As at 31st March 2005 As at 31st March 2004
£000s £000s £000s
Equities 7.00% pa 6,590 7.40% pa 7,127 7.50% pa 6,391
Bonds 5.00% pa 4,970 5.40% pa 2,599 5.50% pa 2,466
Cash 4.50% pa 19 4.75% pa 56 4.25% pa 150
The valuation of the scheme's assets and liabilities were:
£000s £000s £000s
Total value of assets 11,579 9,782 9,007
Present value of liabilities 19,812 17,969 17,102
Deficit in the scheme (8,233) (8,187) (8,095)
Analysis of the amount charged to operating profit
2006 2005
£000 £000
Current service cost - 116
Past service cost - -
Gain on settlements and curtailments - (480)
Total operating credit - (364)
Analysis of the amount credited to other finance income
2006 2005
£000 £000
Expected return on assets 664 623
Interest on liabilities (970) (933)
Net return (306) (310)
Analysis of the amount to be recognised in the Statement of Recognised Gains and
Losses (STRGL)
2006 2005
£000 £000
Actual return less expected return on assets 1,315 74
Experience gains and losses arising on liabilities 596 (494)
Changes in the assumptions underlying
present value of liabilities (2,068) (352)
Actuarial loss recognised in STRGL (157) (772)
Movement in deficit during the year
2006 2005
£000 £000
Deficit in scheme at start of year (8,187) (8,095)
Employer current service cost - (116)
Employer contributions received 417 626
Past service costs - -
Gain on settlements and curtailments - 480
Other finance income (306) (310)
Actuarial loss (157) (772)
Deficit in scheme at end of year (8,233) (8,187)
History of experience gains and losses:
2006 2005 2004 2003
£000 £000 £000 £000
Difference between actual and expected return on
scheme assets
Amount 1,315 74 916 (2,680)
Percentage of scheme assets 11% 1% 10% -36%
Exchange gains and losses on scheme
liabilities
Amount 596 (494) (1,593) (368)
Percentage of scheme assets 3% -3% -9% -3%
Amount recognised in STRGL
Amount (157) 0 (1,128) (4,157)
Percentage of scheme assets -1% -5% -7% -29%
Note 6:
Going concern
The financial information for the year ended 31 March 2006 show that, after
including the pension scheme liability of £8,233,000, the group has a deficiency
of shareholders' funds of £7,254,300. The financial statements have been
prepared on the going concern basis which assumes that the group will be able to
continue in operational existence for the foreseeable future, as a minimum for a
period of at least one year from the date of approval of the financial
statements. The validity of this assumption depends on the successful outcome of
discussions with the pension fund trustees and the group's bankers. The group is
currently paying additional contributions to the pension fund under an existing
agreement (as set out in note 5). A full actuarial valuation as at 31 March 2006
is currently being prepared by the Scheme Actuary. This valuation will include
the actuary's estimate of the Scheme's solvency and, given the expected
shortfall, will require the trustees of the Scheme to review and update the
existing agreement to eliminate the ,shortfall. The directors are in the course
of discussions with the pension fund trustees and are taking specialist
professional advice as to the most appropriate action to take to address the
pension scheme deficit. This process is not yet complete and therefore the
outcome is uncertain. Nevertheless the directors believe that a conclusion
acceptable to all parties is achievable. In addition, whilst the group is
currently operating within its overdraft facilities the directors have not yet
agreed the continuance of the overdraft facilities with the group's bankers. The
directors are in regular discussions with the group's bankers and are of the
view that there is no reason why the overdraft facilities will not be renewed.
Whilst the directors are presently uncertain as to the outcome of the matters
referred to above they believe that it is appropriate to continue to prepare the
financial statements on the going concern basis.
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