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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