Connecting the clinical world
Annual Report and Accounts
For the year ended 31 May 2021
Contents
Highlights
About us
Chairman’s Statement
Chief Executive Officer’s Statement
The Board
Strategic Report
Directors’ Report
Corporate Governance Statement
Independent Auditor’s Report
Statement of Comprehensive Income
Consolidated Statement of Changes in Equity
Consolidated Balance Sheet
Company Balance Sheet
Consolidated Cash Flow Statement
Company Cash Flow Statement
Notes to the Financial Statements
Company Information
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4 – 5
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7 – 15
16 – 17
18 – 20
21 – 24
25 – 29
30 – 34
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41 – 59
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Feedback PLC
Annual report and accounts for the year ended 31 May 2021
2
Highlights
Our Vision
To enable clinicians to make better decisions, faster, from anywhere
Operational highlights
•
•
First direct commercial contract for Bleepa with the Royal Berkshire NHS Foundation
Significant progression in developing Bleepa’s offering, scalability and security:
o Appointment to the NHSx Clinical Communications Procurement Framework post CE mark, confirming
use of Bleepa as a Class 1 Medical Device
o Addition of new key features including photocapture and document capture
o Receipt of further accreditation and certification – highlighting quality of Bleepa
o NHS Data Security and Protection Toolkit compliant
o Cyber Essentials and Cyber Essentials Plus accreditations used by the NHS
•
Strengthening of the Board through appointment of Philipp Prince as non-executive director
• Recruitment of marketing specialists both in the UK and India to expediate commercial strategy
Financial highlights
• Revenue was £0.29 million (2020: £0.45 million), reflecting the planned move away from legacy products
• Operating loss increased to £2.06 million (2020: £1.42 million), reflecting headcount expansion to
accelerate growth, and due to the planned decrease in legacy product revenues
Shareholder’s equity (net assets) increased to £5.27 million as at 31 May 2021 (2020: £1.77 million)
Strong cash balance of £2.22 million as at 31 May 2021 (31 May 2020: £0.73m)
Successfully raised £5.27 million (before expenses) in July 2020
•
•
•
Post period highlights
•
•
•
Launch of CareLocker, a revolutionary patient-centric cloud architecture to underly the Bleepa platform
First non-NHS commercial contract, with CVS Group, one of the UK’s leading providers of integrated
veterinary services highlighting Bleepa’s commercial scope outside of NHS
Expansion of potential revenue streams through broadening market access and commercial discussions
with third parties:
o MOU with Qure.ai to pilot Bleepa for use in tuberculosis screening in India
o MOU with Quest to expand its existing teleradiology service by enabling direct case discussion
between requesting clinicians and reporting radiologists
o MOU with Sussex Integrated Care System (Sussex ICS) to conduct a pilot study with Queen Victoria
Hospital NHS Foundation Trust as one of the UK’s Community Diagnostic Centre (“CDC”) exemplar
sites
o Appointed to national NHS AI procurement framework
• UKCA mark, the post-Brexit UK regulatory certification
o Bleepa believed to be the only CE and UKCA marked clinical imaging and communication platform
on the NHSx Clinical Communications Procurement Framework, the NHS CDC initiative and NHS
AI procurement framework
• Addition of ISO27001 and UK Medical Device Certification (UKCA) to its regulatory portfolio, maintaining a
competitive barrier against competitors
Launch of Bleepa on Apple Store and Google Play
•
• Announced the launch of an accelerated book build today for a placing to raise a minimum of £10 million
(before expenses)
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
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Highlights (continued)
Supporting clinicians to make the best decisions possible as quickly as
possible from any location
Solutions that enhance access to high-quality patient data that connect
clinicians to colleagues and leverage the best available technology
World-leading solutions to revolutionise how clinical care is practiced where
it is practiced
Our focus
Our mission is to enable clinicians to make better decisions faster, from any location. We do this in three ways; 1)
we connect clinicians around individual patient episodes to facilitate case discussion and senior advice and guidance
earlier in the patient pathway, 2) we extract data relating to the patient from siloed hospital systems and centralise
it around a patient so that the data is available at the time of decision making, all in one place, and 3) we work with
some of the latest technologies, such as artificial intelligence (AI), which support clinical decision making from the
data that is presented.
What sets us apart
Feedback is both a technology and a medical device company, meaning that we straddle the worlds of agile product
development and quality manufacturing processes. We believe this gives our products a unique position in the
market.
Unlike generic applications our technology is patient-centric, targeting a broad range of clinical settings including
the NHS, private hospitals, remote clinical screening services, veterinary services and the military. It is designed to
facilitate a specific patient’s clinical pathway, around which clinical teams are built for communication and into
which information is centralised. This ensures our products are compliant with information governance and clinical
safety standards by design, whilst also mirroring how clinical care is delivered – to individual patients. Our patient-
centric architecture also enables us to link seamlessly to other clinical systems and to integrate our user-generated
content into an individual patient's medico legal record.
Leveraging a 20-year heritage of medical imaging delivery our products incorporate a diagnostic medical image
display that conforms with the required standards stipulated for clinical use, as certified by both CE and UKCA mark.
Under the prevailing legislation it is a legal requirement that products used to display digital patient images (such
as photos, X-rays, CT scans and MRIs) for a diagnostic purpose are appropriately certified as medical devices. At the
time of writing Bleepa remains the only commercial clinical communication platform to be appropriately certified
as a medical device capable of displaying digital patient images.
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
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Highlights (continued)
Our products
As a clinical tool Bleepa integrates with multiple hospital systems and centralises relevant clinical data around
specific patient episodes, presenting it together to clinical teams to accelerate decision-making capabilities
through the platform. This data includes lab results, structured reports, ECGs and, most importantly, medical
images that are uniquely displayed through Bleepa’s regulated DICOM (Digital Imaging and Communications in
Medicine) viewer. The platform allows clinicians to review patient imaging with access to Picture Archive
Communication Systems (PACS) and discuss cases collaboratively with colleagues on the go. Having centralised
data around a patient, CareLocker provides a patient-centric way of storing that data as a de-centralised record of
that care episode that can then be made available to any care setting through open APIs such as FHIR. From the
integration of Bleepa and CareLocker into clinical settings, the possibility of expanding the platform’s reach to
more remote settings provided the Company with a key opportunity for growth. This led to the development of
Bleepa Box, a specialist tool to enable image transfer from rural settings to the Bleepa platform via a mobile data
network which allows the clinician to review the images directly on the Bleepa Box and make onward referrals or
start a conversation with a specialist for input on the case whilst still on location. As such, application of the
Company’s technology now extends beyond healthcare into other addressable sectors such as veterinary,
diagnostic screening and military settings, amongst others.
Our markets
Our technologies are currently in use in UK NHS trusts and the veterinary sector. The Company is also actively
pursuing opportunities in India and other international markets along with the UK private sector and through the
NHS’s CDC initiative.
Our partners
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
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Chairman’s Statement
Foundations laid to deliver strategic opportunities for growth
“Whilst Covid-19 has presented a challenge for healthcare across the board, Feedback seized the opportunity to
work with a handful of NHS sites during the pandemic to support frontline staff whilst honing its products. It was a
privilege to see Bleepa making such a difference to clinicians during this time, enabling remote working during
quarantine and beyond, ensuring that their expertise was still available to guide colleagues who remained on the
frontline. Through this experience, Bleepa has been able to prove its value and enhance its proposition, and we are
now well positioned to advance opportunities for digital adoption within the NHS and beyond.”
Feedback has made great strides during the past year, achieving its first Bleepa contract in March of this year with
the Royal Berkshire NHS Foundation Trust, less than two years from the conception of Bleepa. This is an incredible
story for a medical device at any time, let alone during a global pandemic, and is testament to the quality of the
product and the clinical need for this solution, further validated through Bleepa’s CE and UKCA mark as a medical
device.
During the year the Company has refined its product offering, leveraging the extensive user feedback afforded by
our close working relationship with our clinical partner Pennine Acute Hospitals NHS Trust. This saw Bleepa expand
its functionality to include formal electronic referrals between specialties, photocapture and clinical document
management and the development of integration capabilities with a number of core hospital systems such as
Patient Administration Systems (PAS), Electronic Patient Records (EPR) and Laboratory Information Management
Solutions (LIMS). These developments enabled Bleepa to deliver a comprehensive suite of capabilities right into the
hands of frontline clinicians, allowing them to perform their work from one application. Essentially Bleepa moved
beyond communication to become an EPR-lite that also incorporated diagnostic imaging.
This enhanced functionality has positioned Bleepa as a tool that can be used for effective remote working in any
location, a theme that we took to the next level when we achieved our first non-NHS contract with the equine
division of CVS Group. Imaging of horses is typically done in remote stables without WiFi but there is often the need
for timely advice and guidance by specialists for the vet that is with the animal. We developed a store and forward
technology, called the Bleepa Box, that enables images to be acquired and pushed over a mobile network to Bleepa,
where they can then be reviewed by a specialist and a discussion started, all whilst still at the animal’s side. The
requirement to share imaging from rural locations is not restricted to equine veterinary practice and this capability
has opened a number of opportunities for the Company such as in the delivery of rural imaging for tuberculosis (TB)
screening services in India.
Bleepa now delivers the sort of functionality that is required for delivering care across regions and providers, making
it the ideal solution to provide the right digital infrastructure to clinical initiatives such as the NHS CDC initiative in
the UK, a £10bn programme to move diagnostic provision from hospital settings closer to patients in the community
in order to provide additional system capacity to help address the post Covid-19 elective care backlog. This
opportunity required the development of a cloud-based architecture that would enable Bleepa to scale across
provider sites and facilitate the centralisation of data around patients so that the same data could be made available
to all providers in a region or nationally. The result is our proprietary patient-centric cloud – CareLocker. CareLocker
positions the Company for growth across geography, enabling us to bid for larger regional contracts. It also sees us
transition into an exciting new sector - medical data management.
Feedback is rapidly evolving to capture a number of sizeable and timely opportunities across multiple markets and
locations. This is a company set for growth and the journey is just getting underway.
Rory Shaw
Non-executive Chairman
01 November 2021
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Annual report and accounts for the year ended 31 May 2021
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CEO’s Statement
Enabling clinicians to make better decisions faster, through asynchronous
collaboration and access to data
“As a company, our mission is to enable clinicians to make better decisions faster and we believe that requires two
things, connection to colleagues and easy access to meaningful patient data. Since its conception this has been
exactly how Bleepa was designed – to connect teams around their patients and to display the data they need in the
right clinical quality. Building on this foundation, we have expanded Bleepa’s use to suit more clinical settings,
including the veterinary sector, enhanced by our recently launched Bleepa Box technology. Now we are looking at
how our products can help regional and national care systems to deliver their visions of connected care and the data
structures that are required to enable these to be realised at scale. Bleepa already centralised multisystem data
around individual patients, it was only one step further to then store that data in a patient-centric way, through
CareLocker, enabling data to move with a patient rather than be tied to provider settings. In combination Bleepa,
CareLocker and Bleepa Box enable truly global care from anywhere and unlock a new generation of flexible care
delivery for both clinicians and their patients.”
We cannot talk about this year without mentioning Covid-19, which has been a force that has dominated the focus
of our customers, partners, team and families. It has created great pressures on the healthcare system and
highlighted many gaps that are in desperate need of support, none more so than in the digital systems upon which
our clinicians rely and the ever increasing need to deliver care in a more flexible way across multiple provider
settings. Covid-19 also changed the way that we work, this affected everyone, including clinicians, and forced new
ways of remote working that would previously never have been explored by the healthcare sector. Some of these
changes cannot be undone, clinicians have seen a new way of practicing and, even more importantly, have
recognised the benefits that this may hold for their patients. The technologies that benefitted the system during
Covid-19 may also be needed in order to help address the challenges that are left in its wake, namely the growing
care backlog and the stark reality of workforce shortages. Going forward healthcare systems globally need more
efficient ways of working and an ability to deliver care flexibly across geography and provider settings. They need
our technology.
Recognising the changing needs of our customers, we have invested in developing our products so that they can
deliver improved functionality across a range of clinical pathways and can be scaled seamlessly across provider
settings. For individual clinical teams this has meant integrating with a range of hospital systems that contain the
patient data that they need in order to make effective decisions remotely. For regional providers, this has meant
looking at new ways of storing the data that we are processing so that it is available to clinicians at different physical
sites, who previously would not have been able to access the information, culminating in the development of
CareLocker – our patient-centric cloud database. The combination of Bleepa as an application and CareLocker as a
supporting data infrastructure uniquely enables us to facilitate entire care pathways across provider settings. We
have become the digital infrastructure, the digital glue, that has the ability to connect primary, secondary and
emerging care settings such as the CDCs around individual patient pathways, allowing them to efficiently deal with
elective care pathways and the associated care backlog.
Bleepa’s asynchronous communication is also changing the ways that multidisciplinary team (MDT) meetings are
delivered. MDTs traditionally bring a range of specialists together to review diagnostic investigations and make
treatment decisions for patients, usually in person but during Covid often over video call. This model of decision
making is very inefficient and expensive because it requires all of the specialists to block out a specific time – time
better spent doing clinical work. Often MDTs are organised before all the information is available and because cases
can only be discussed at these meetings, patients have to wait for the next available slot to be heard. Bleepa
facilitates cases to be discussed flexibly in and around existing clinical work, as and when clinical results are ready
for review, removing these time- and case-delaying constraints. Due to Bleepa’s ability to display relevant data
around the patient, clinicians can make these decisions on the go through our mobile application. The asynchronous
model of MDTs is a key workforce change that will drive clinical efficiencies and better enable providers to address
care backlogs.
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Annual report and accounts for the year ended 31 May 2021
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CEO’s Statement (continued)
We have also developed fringe technologies that extend our applications beyond traditional care settings, such as
store and forward technology in our Bleepa Box solution that enables images such as X-rays to be acquired in any
location and pushed over a mobile network to Bleepa for clinical review and onward management. This technology
stemmed from our veterinary customers but has already led to opportunities in India where we can facilitate the
acquisition of chest X-rays in rural settings and their subsequent reporting as part of the national TB screening
programme, both by radiologists and by the AI technologies of our partner Qure.ai. AI is the next iteration of our
mission to drive better, faster clinical decisions. It is a group of technologies that supports clinical decision making
and holds huge promise in addressing workforce shortages at a system level. These technologies require access to
the clinical teams to deploy them into care pathways and the patient data needed to feed their algorithms. Bleepa
is the perfect deployment partner for AI technologies because it holds both the relationship with the clinical end
user and can facilitate access to the required clinical data for processing. We are working with a growing number of
AI partners and see this as a great opportunity to support our clinical customers to access the best tools available.
Our products are the embodiment of our underlying mission, bringing together clinicians, data and the latest
technologies to enable clinicians to make better decisions faster for their patients. As a result, we are rapidly
becoming a company that enables care to be delivered from anywhere for anyone.
Trading during the period continued to meet management expectations, with the Company securing its first
commercial contract for its flagship product Bleepa with the NHS, and, post-period, a contract with CVS to enter the
veterinary market.
The Company completed an equity fundraise of £5.3 million (before expenses) in July 2020. Importantly, we
strengthened our marketing team and hired an integration specialist in order to help increase the speed of roll out.
Furthermore, investment into our infrastructure and operating platform has laid the foundations for product
enhancements, making Bleepa more attractive to a wider audience. Post period, on 2 November 2021, the
Company announced an accelerated bookbuild to raise a minimum of £10 million (before expenses) with closing of
the placing expected on the same day. Subject to closing, the placing is conditional on shareholder approval at the
forthcoming Annual General Meeting. This funding will enable the Company to focus investment on sales, product
development and geographic expansion.
Our agile approach to innovation means that we are embarking on multiple stages in parallel, at pace, to realise our
vision as quickly and effectively as possible for our customers and provide value for our shareholders.
Operational review
Bleepa is the essential tool for remote, secure communications between clinicians and teams
to securely view and discuss patient cases, at the touch of a button.
Bleepa is our flagship clinical imaging-based communications platform using asynchronous communication channels
built around individual patient pathways, into which we bring medical data (that is otherwise stored in disparate
siloed systems) that allows medical staff to securely view and discuss high-quality, medical-grade images across
both mobile and desktop devices. Bleepa enables clinical teams to access the colleagues they need and the data
they need to make better decisions faster and is a frontline tool that clinicians can use for almost any aspect of their
day-to-day work.
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Annual report and accounts for the year ended 31 May 2021
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CEO’s Statement (continued)
•
• Bleepa is the only CE and UKCA marked clinical imaging and communication platform on the NHSx Clinical
Communications Procurement Framework, the NHS CDC initiative and NHS AI procurement framework
Enables sharing of patient images such as X-ray, CT, MRI or ultrasound at a standard approved for clinical
review (DICOM), alongside instant-messaging-based case discussion to make more informed decisions
faster, enabling safer patient care
Photocapture module enables clinicians to acquire clinical images of patients, such as in-field medical
photographs of skin lesions or wounds
•
• Document capture to encapsulate additional patient information, ECG and blood test results within the
•
patient record from which to share and discuss with colleagues
Facilitates clinical referrals and treatment decisions within a hospital, between hospitals and pan-regionally
offering truly networked care as well as enable smoother and swifter transfer from one medical team to
another, from referral to decision, treatment and exit
• Accessed from any internet-connected device, Bleepa maintains control of patient cases remotely and
creates secure networks with all the information and functionality needed for clinicians to manage
workloads more effectively
Zero footprint ensures that no patient data is stored locally on the device used to access the service,
providing greater security
•
A study conducted at Pennine Acute Hospitals NHS Trust in 2020 analysed use of Bleepa in the respiratory and
gastroenterology teams and concluded:
• Bleepa reduced the average time from point of referral to clinician review from 2.1 days to 0.4 days and
time taken to access clinical information needed from 5.47 minutes to 1.04 minutes, saving 4.43 minutes
per referral
• Bleepa completely automated the referral process, digitising patient records and reducing required
administrative time
• Based on the nearly 7,000 referrals performed in the study, Bleepa demonstrated an estimated saving of
36.3 weeks of clinical time per annum if the study was expanded across other specialities
Bleepa is now installed in five sites across four NHS trusts with one of the Trusts converting to a contract during the
year. It is the only communication platform on the NHSx Clinical Communication Procurement Framework to
incorporate a certified DICOM image display for clinical image review. The display of digital patient images for any
diagnostic purpose is a medical device function under the prevailing legislation and any product that performs this
function must be appropriately certified as a medical device. Bleepa is the only communication platform to be
appropriately certified for medical image display, holding both CE and UKCA marks. The product is manufactured
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CEO’s Statement (continued)
using an ISO13485 and ISO27001 compliant Integrated Management System and has achieved Cyber Essentials and
Cyber Essentials Plus security accreditation.
Post-period, in September 2021, Bleepa was awarded a place on the NHS national AI procurement framework: The
Provision of Artificial Intelligence (A.I), Imaging and Radiotherapy Equipment, Associated Products and Diagnostic
Imaging. The Company has developed a Bleepa AI module that enables clinicians to include third party AI tools of
their choosing within the app to assist with the diagnostic interpretation of medical imaging studies such as X-rays,
CT scans and MRIs. The framework will allow NHS organisations to buy the Bleepa AI solution as a platform for AI
tool deployment, allowing them to meaningfully engage with any number of AI tools knowing that there is one
common route for deployment into their clinical setting. The Company intends to additionally charge the AI
companies a deployment fee through the platform.
Post-period, in June 2021, Bleepa completed a comprehensive evaluation and is now available for clinicians to
download on all devices through the Apple App Store and Google Play. Access through the Apple App Store and
Google Play will make it easier to roll out Bleepa at customer sites as clinicians will now be able to download the
app directly to their own devices.
Building the right digital infrastructure for patient care
CareLocker is a new proprietary and patient-centric cloud architecture that supports Bleepa’s functionality whilst
simultaneously creating patient-specific records of care episodes. CareLocker will enable Bleepa to deliver care
across provider settings in a secure and scalable way.
CareLocker provides secure and GDPR-compliant patient-centric cloud data stores: containers that store medical
data at an individual patient level. With this proprietary architecture, patient data can be secured at the individual
level, with access control even to subsets of a patient’s data. CareLocker offers opportunities for improved storage
optimisation making it more cost effective than traditional storage architectures. Most importantly, CareLockers
can be built on a patient-by-patient basis, allowing organisations to transition to a cloud architecture as patients
enter care pathways rather than having to undertake the mass data migrations usually associated with cloud
transitions.
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
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CEO’s Statement (continued)
As a clinical tool Bleepa integrates with multiple hospital systems and centralises relevant clinical data around
specific patient episodes, presenting it together to clinical teams to accelerate decision making capabilities through
the platform. This data includes lab results, structured reports, ECGs and most importantly medical images which
are uniquely displayed through Bleepa’s regulated DICOM viewer. Having centralised data around a patient
CareLocker provides a patient-centric way of storing that data as a de-centralised record of that care episode that
can then be made available to any care setting through open APIs such as FHIR.
Bleepa Box
Bleepa box is a small tablet device that connects to imaging machines in order to securely push images to Bleepa
over a mobile network from remote locations. Images are downloaded from the imaging machine onto the Bleepa
Box then automatically pushed to Bleepa. The clinician can then review the images on Bleepa using the Bleepa Box
and can make onward referrals or start a conversation with a specialist about the case there and then. The capability
of remote image acquisition has far-reaching applications in rural care delivery, war zones and humanitarian
responses.
Building partnerships to deliver strategic commercial opportunities
A key element to both gaining a strong reputation, and thereby market traction, is our strategy to partner with
companies that can advance Bleepa’s recognition through complementary technologies, a broader distribution
network or introduction into new clinical settings. The Company is currently in discussion with a number of potential
partners, all of which have the potential to create new opportunities for Bleepa, from providing partnership in the
CDCs, TB screening or access to new hospitals, to potential entry into new geographical markets such as India,
Ireland and Africa. Agreements such as these often require pilot studies and a negotiation period as we gain
understanding of how the two parties can work together. So far, we have announced three new partnerships and
are exploring how Bleepa can bring value to these new and future collaborations in emerging markets.
Axial 3D
As the first AI company that Feedback partnered with, Axial 3D’s technology enables 3D visualisation of specific
pathologies or organs for use in surgical planning, these images can also be sent for 3D printing if a physical model
is required. Bleepa and Axial 3D are hoping to bring 3D visualisation into the asynchronous MDT process hosted by
Bleepa. Covid has delayed a real-world deployment of this solution, however the companies believe that this
solution will help to improve surgical outcomes and will be necessary in the efforts to address the elective care
backlog by driving faster patient recovery and enabling shorter surgical procedures, improving system efficiency
and outcomes.
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CEO’s Statement (continued)
Quest
Quest is an Indian company providing teleradiology services to a number of customers across India, Africa and the
Middle East. It is anticipated that Bleepa will support their existing customer base by providing easier access to
DICOM images for reporting, and enhanced ability to display Quest-generated reports at customer sites and the
facilitation of two-way conversation between their reporting radiologists and referring clinicians. The companies
will jointly look for new customers and it is hoped that Quest will propose the joint solution to their existing
customer base.
Qure.ai
Qure.ai has developed world-leading AI diagnostic imaging tools in a number of clinical areas including chest
pathology such as TB, Covid and lung cancer and head pathology such as brain tumours and stroke. Feedback is
working with Qure.ai in a number of clinical settings to explore deploying their tools into clinical pathways. The
initial focus of our partnership is in deploying Qure.ai’s technology in the TB screening pathway in India where
Feedback is facilitating rural image acquisition through the Bleepa Box; clinical pathway management with Bleepa,
through which the AI tool is deployed; and subsequent storage of the clinical record in CareLocker.
Growing presence across multiple markets
NHS
Feedback has been working with the NHS for over 20 years across our legacy and new product lines. The NHS
remains a core customer group for the Company and a source of near-term revenue opportunities. In March 2021,
we announced Bleepa had been awarded a one-year contract across a number of targeted clinical settings with the
Royal Berkshire NHS Foundation Trust. The contract funding has been drawn down from the NHSx National Clinical
Communication Procurement Framework. Adding to our ongoing contracts at The Royal Oldham Hospital, part of
the Pennine Acute Hospitals NHS Trust.
As outlined previously in this report, there are emerging opportunities for the Company in the context of the £10bn
CDC programme and the re-launched NHSx Clinical Communications Procurement Framework with the revised
budget of £125m. Forty new CDCs are set to open across England in the first wave, in a range of settings and will
begin providing services over the next six months. The Company will pursue both CDC regional contracts and NHS
hospital trust-level contracts through the framework in parallel. It is anticipated that adoption in the CDC setting
will also promote opportunities to provide Bleepa to the hospital trusts for their inpatient teams who will be used
to using Bleepa for regional case discussion.
Post-period, in October 2021, we entered into a MOU to conduct a pilot study with Queen Victoria Hospital NHS
Foundation Trust providing CDC services with Sussex ICS as one of the UK’s CDC exemplar sites. It is anticipated that
the pilot will identify the specification for bespoke development to meet the core CDC system needs of Sussex ICS.
Bleepa will provide a digital clinical communication platform to allow these investigations to be captured, associated
with a specific patient journey and presented to clinicians in both primary and secondary care settings for review,
discussion and planning onward management. The pathway record will then be stored centrally using Feedback’s
patient-specific CareLocker infrastructure to ensure its onward availability to all care settings. The pilot is expected
to run until March 2022 targeting CDC pathways in specific clinical areas such as respiratory and cardiology. It is
anticipated that more pathways will be added as the pilot progresses with the ultimate aim of agreeing contractual
terms for a commercial roll-out to CDCs. As one of the first CDC sites to be launched in the UK, this pilot is expected
to act as a blueprint model for how CDCs can be delivered.
In addition, we have turned our focus to providing solutions to a range of territories, all of which have slightly
different requirements and potential revenue models. The importance here is in ensuring that we are able to offer
attractive solutions that can be implemented quickly and easily within existing entities.
Veterinary services
Post-period, Feedback entered the veterinary services market with the announcement of our first commercial
contract with the equine division of CVS Group. This is our first contract in the veterinary imaging market which is
growing at a compound annual growth rate of 6.7% and is estimated to be worth £2.2bn in the UK alone. In
veterinary services, critical decisions are often made by vets out in the field. Bleepa can liberate vets from the
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Annual report and accounts for the year ended 31 May 2021
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CEO’s Statement (continued)
current lengthy and physical process of having to acquire an X-ray at a client’s premises, then drive back to their
practice to upload the image onto a computer and share it with a specialist for advice.
CVS Group had piloted the Bleepa solution for eight months prior to appointing Bleepa as its clinical communications
platform for its equine division, leading to the development of the Bleepa Box technology. Bleepa is currently being
rolled out across 20 of CVS Group’s equine practices, from which we hope to expand. We are now looking for
opportunities with other veterinary clients in the UK and internationally.
International markets
Bleepa’s selection as a World Innovation Summit for Health (WISH) 2020 Innovation Booster and to participate in
the Digitalhealth.London 2020 Accelerator Programme provided further welcome endorsements. Participation as
an Innovation Booster at WISH 2020, an event to showcase our technology to the Middle Eastern market, provided
an opportunity for the Company to exhibit Bleepa to some of the world's leading health experts, health ministers,
decision-makers, and investors.
India
India represents a huge opportunity for the Company and its technology. Bleepa provides the perfect digital
infrastructure for image sharing across regions and, in combination with the Bleepa Box, will enable the meaningful
expansion of clinical services to rural areas within India.
Bleepa was selected by Healthcare UK, part of the Department for International Trade (DIT), to join a virtual
healthcare mission to India, providing further recognition of its functionality and potential market reach. India is
key to our international expansion and, following the successful event, we have now employed a specialist based in
India to aid our entry into this large and untapped market.
Post-period, we announced a new partnership with Qure.ai, an AI solution provider developing decision support
tools for medical imaging professionals, with an initial focus on enabling TB screening services to rural locations. We
are also looking at how Bleepa’s CareLocker can be used to create care records for patients coming through the
system that will enable the creation of citizen health records in line with the National Digital Health Mission (NDHM)
of the Indian Government, a programme that could see CareLocker become the trusted data store of a number of
Indian citizens, with Bleepa as the preferred clinical interface into this data store.
Private partnership
Our focus to date has been on developing partnerships with private companies to establish either a reseller or co-
seller agreement in order to help us sell the product more cost effectively than through direct sales. We are also
actively pursuing direct contracts with private healthcare providers with the view of using Bleepa to support their
clinical communication to drive pathway efficiencies and to support the curation of their clinical records through
CareLocker.
Military
Bleepa and Bleepa Box have clear applications in remote image acquisition and clinical communication in a military
setting. The Company is exploring a number of channels to military customers who we believe will greatly benefit
from the secure platform that our technology provides.
Legacy products
As previously reported TexRAD sales have continued to decline in line with expectations, and in line with our
strategy we have reduced the resourcing of this product to a minimum. Cadran continues to be employed in current
contracts across a number of trusts, however, with the focus turning towards cloud-based services, we anticipate a
slowdown in these contracts in the future. Bleepa and CareLocker have evolved from these high-quality legacy
products and as business continues to move to more cloud-based systems, we are confident that Bleepa and
CareLocker offer pioneering digital solutions.
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
13
CEO’s Statement (continued)
FINANCIAL REVIEW
Revenue
Operating expenses
Operating loss
Cash outflows from operating activities
Cash outflows from investing activities
Cash & cash equivalents end of period
Intangible assets
Contract liabilities (income in advance)
Net assets
2021
£ million
0.29
(2.32)
(2.06)
(2.03)
(1.44)
2.22
2.68
0.12
5.27
2020
£ million
0.45
(1.86)
(1.42)
(0.79)
(0.88)
0.73
1.30
0.30
1.77
Revenue for the year ended 31 May 2021 reduced 36% to £0.29 million (2020: £0.45 million) due to the planned
reduction of TexRAD and Cadran sales, as the Company diverted resources towards Bleepa. First Bleepa revenues
were achieved in the final quarter of the financial year, and the focus on Bleepa versus legacy products has also
seen the average contract value increase, a trend which is expected to continue as further Bleepa sales are made.
Operating expenses increased 25% to £2.32 million (2020: £1.86 million), primarily due to increased headcount to
drive the development and deployment of Bleepa, and to pursue new opportunities. Operating loss increased to
£2.06 million (2020: £1.42 million).
Cash outflows from operating activities of £2.03 million (2020: £0.79 million) primarily represent customer receipts,
staff costs and supplier payments. The increase in cash outflows from operating activities is due to the increase in
operating loss, working capital movements, and a R&D tax credit refund of £0.33 million being received post-period
in June 2021, whereas the prior financial year benefitted from a R&D tax credit refund of £0.25 million being
received during the year. Cash outflows from investing activities increased 63% to £1.44 million (2020: £0.88 million)
and is primarily composed of software development expenditures with Future Processing, which increased in line
with our focus on product enhancement linked to market opportunities. The Group’s cash position as at 31 May
2021 was £2.22 million (31 May 2020: 0.73 million), an increase of £1.49 million over the prior year due to proceeds
from the fundraise in July 2020.
Intangible assets increased by £1.38 million to £2.68 million (2020: £1.30 million), primarily representing the
capitalised software development expenditures. Contract liabilities (or deferred income) was £0.12 million (2020:
£0.30 million) and represents income received in advance as at 31 May 2021, which will be released to the income
statement as revenue over the forthcoming financial year. Net assets increased to £5.27 million (2020: £1.77
million) as at 31 May 2021.
Strengthening the Board
In July 2020, Philipp Prince joined the Board as an independent non-executive director, bringing strong capital
markets and PLC experience to the Company. Given his background, he further strengthens the Board’s ability to
deliver a strong growth platform for Bleepa.
We are a dynamic and innovative company, and I would like to thank the employees for their commitment and hard
work, resulting in new contacts, product upgrades; to the Board for the consistent guidance and to our shareholders
for the continued support in creating a strong and bright future for Feedback.
Outlook
The Company made significant progress during the period – increasing both Bleepa’s functionality and routes to
market laying the foundations to deliver strategic commercial opportunities – and, importantly, generating initial
revenues for the platform, highlighting commercial viability within the UK and beyond.
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
14
CEO’s Statement (continued)
We are well positioned to address a number of key growth opportunities within both our domestic and international
markets, as outlined in this report. Our technology is perfectly aligned with the stated objectives of key government
initiatives such as the CDC programme and re-launched NHSx Clinical Communications Procurement Framework.
The addition of Bleepa Box and CareLocker have assisted in repositioning the Company into the clinical
communications and medical data storage space enabling us to offer a comprehensive digital solution to frontline
clinical needs that is scalable, secure and cost effective. Feedback enters 2022 with a strong pipeline of
opportunities in multiple market segments and a competitive edge, from both a technological and regulatory
perspective, that will make it difficult for competitors to follow and looks forward to a strong year ahead and to
building upon the huge progress made to date.
Dr Tom Oakley
Chief Executive Officer
01 November 2021
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
15
The Board
Prof Rory Shaw BSc MD MBA FRCP, Chairman (appointed to the Board on 29 August 2019)
Professor Rory Shaw was appointed as non-executive director, deputy chairman and subsequently chairman of
Feedback PLC on 29 August 2019. He was previously medical director of Feedback Medical Limited, the Company’s
operating subsidiary. During this time, he has contributed to the development of the Company’s strategy and to
building relationships with the UK medical community. He has been published extensively in academic journals,
including on tuberculosis, and was also a professor of respiratory medicine at Imperial College School of Medicine.
Since his appointment as Chairman he has continued to play an active part in promoting Bleepa within the medical
profession.
Professor Rory Shaw has extensive managerial and overseas trade experience as well as a strong academic and
clinical background. Professor Shaw was previously the medical director of Healthcare UK within the Department
of International Trade. Over the previous 15 years, he has been medical director of three NHS trusts; North West
London Hospitals NHS Trust, the Royal Berkshire NHS Foundation Trust and the Hammersmith Hospital NHS Trust.
In 2001, he was appointed by the then minister of health as the first chairman of the National Patient Safety Agency
and was also a non-executive director of the NHS Litigation Authority. Professor Shaw’s clinical specialty is
respiratory and general medicine. He has been published extensively in academic journals and was also a professor
of respiratory medicine at Imperial College School of Medicine. Rory was appointed to the remuneration committee
on 29 August 2019.
Dr Tom Oakley, BM(Hons) BSc (Hons) Chief Executive Officer (appointed to the Board on 9
April 2019)
Dr Tom Oakley trained as a radiology registrar before becoming an NHS England clinical entrepreneur fellow where
he supported a number of companies looking to launch products in the NHS. He joined as CEO of Feedback Medical
Limited in February 2019 before being appointed as CEO of Feedback PLC on 9th April 2019. Since joining the
Company, he has led a strategic review into the Cadran product portfolio, which has culminated in the development
of Bleepa, the Company’s secure clinical messaging and image sharing communication tool. Tom has led the
company through two successful funding rounds raising approximately £7.3m to stimulate the development and
launch of Bleepa, taking this product from concept to installation in multiple NHS sites and with a key veterinary
sector partner.
Lindsay Melvin, BSc (Hons) ACA CTA CIPP Chief Financial Officer (appointed on 16 March
2018, retiring at the Annual General Meeting on 29 November 2021)
Lindsay is a chartered accountant and brings 30 years of financial and business experience to Feedback. Most
recently he was CEO of the Chartered Institute of Payroll Professionals (CIPP) for eight years until July 2016. CIPP
was voted the UK’s best association in the 2016 Associations Excellence Awards and was also voted as one of the
Sunday Times “Best 100 Not for Profit Organisations” in 2016. Previously, Mr Melvin held director-level roles in
small- to medium-sized public and private companies including Arthur Shaw & Co plc where he was finance director
for six years. Lindsay started his career at Grant Thornton where he spent 11 years.
Adam Denning, Non-executive Director (appointed to the Board on 3 February 2020)
Adam currently serves as a non-executive director of Finlight.com, a software-as-a-service start up delivering
solutions for wealth managers and family offices, and as managing director of Logical Operators Limited, his own
consultancy firm. Previously, he spent 25 years at Microsoft Corporation in various roles. From 2011-2017, he was
a partner group program manager. In this role, he reported directly to the corporate VP of the Windows platform,
leading an international team of over 100 people and executing updates to Windows to deliver new customers.
Before then, from 1999-2001, he served as an assistant technical advisor to the Executive Office. Among other
responsibilities, Adam presented “demo days”, where he would demonstrate internal and external technology to
Bill Gates and would attend all of his product reviews. Adam was appointed to the audit and remuneration
committees on 3 February 2020.
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
16
The Board (continued)
Prof Tim Irish, MA MSc MBA BSc Non-executive Director (appointed to the Board on 8 June
2017)
Tim Irish has worked in the life sciences industry for thirty years with a career spanning global health technology
companies across Europe and North America, including GSK, GE and Philips. Between 2007 and 2015 Tim served on
ten Boards, five as chair, where he successfully executed two trade sales and raised significant equity financing,
including an IPO. Since 2015 his governance portfolio covers life sciences and healthcare, both public and private,
including board roles as vice chair and non-executive director at NICE, other digital/medtech none-executive
director roles, and professor of practice at King’s College London’s School of Management and Business. Tim was
appointed to the audit and remuneration committees on 8 June 2017 and became chair of both on 8 June 2017.
Philipp Prince, MA(Cantab) FCA, Non-executive Director (appointed to the Board on 15 July
2020)
Philipp is a chartered accountant with extensive experience in senior finance roles in both private and listed
technology companies. He runs his own financial consultancy business and is CFO of BCB Group Holdings Limited, a
financial services challenger, as its non-board CFO. He was previously a board adviser at Overmore Limited, a
marketing technology firm, the CFO of Defenx plc, an AIM-listed mobile cyber security company, where he managed
the IPO process, fundraising and investor relations and Interim CFO at Enecsys plc, a private equity backed solar
micro-inverter developer. For over 20 years, Philipp worked at BDO LLP, where he was a corporate finance partner
from 2002-2013. Philipp was appointed to the audit and remuneration committees on 15 July 2020. He became
chair of the audit committee on 8 September 2020.
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
17
Strategic Report
The directors present their strategic report on the Group for the year end 31 May 2021. A comprehensive review
of the year is given in the CEO’s statement on pages 7 to 15.
Review of strategy and business model
The principal activity of the Group is the development and commercialisation of the Group’s proprietary
technologies – Bleepa, the image-based communication platform for frontline clinicians; CareLocker, the patient-
centric cloud architecture; and Bleepa Box, store and forward technology. In addition, the company is supporting
limited contracts through the ongoing provision of legacy products Cadran PACS and TexRAD, though these are
anticipated to reduce further over time.
Further details on Feedback’s strategy and business model is given in the Chairman’s statement on page 6 and the
CEO’s statement on pages 7 to 15.
R&D process
Feedback recognises the potential in enhancing and developing new products from its existing technologies. It is
working closely with existing customers to identify unmet needs. To increase its software development capabilities
the Group is continuing and expanding its collaboration with Future Processing to develop new imaging software
features and products.
Feedback capitalises external development costs for writing off against income generated in future accounting
periods. The directors carefully consider what elements of this development expenditure will generate future
economic benefits. This is based upon customer feedback on Bleepa, product enhancements and assessing the
potential of Bleepa in non-medical markets and overseas requirements.
Principal risks and uncertainties
Early-stage products with no certainty of cash generation
The Group’s focus is on its recently launched products, Bleepa and CareLocker which are at an early stage in their
product lifecycle, with Bleepa having been formally launched in 2020 and Carelocker in 2021. The development and
commercialisation of the Group’s products, which are in relatively early stages of development, will require ongoing
development and rollout, there is a risk that the resulting products will not perform as expected and/or will not be
able to perform sufficiently in a demanding clinical setting.
There is also a risk that there will be delays to the development of the products or that unforeseen technical or
operational problems arise as the Group achieves commercialisation and rollout with high-volume clinical
workloads and image processing. The Group currently has low levels of operating cash flow and its ultimate success
will depend on the Directors’ ability to implement the Group’s strategy, generate cash flow and access to additional
capital. To mitigate such risks, the Group is developing products in partnership with customers, establishing a
presence with different types of customer groups, investing in the regulatory approval process up front, and actively
seeking a broad range of partners across both technology categories and geographies.
Economic and market risks
Feedback is in the medical imaging and communications market. The market is fragmented and the future success
of the business is dependent on the ability of the Group to secure new and renew current contracts. These contracts
are often with Government supported organisations and the timing of these can be dependent on market
conditions. The Group’s dependence on the award or renewal of contracts means that its revenue stream is not
constant and has the potential to be particularly irregular. The impact of Covid-19 has been both positive and
negative for the future prospects of the Company. A number of potential customers delayed any further discussions
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
18
Strategic Report (continued)
due to their focus on Covid-19 management. However, Covid-19 was also a key driver to the creation of the NHSx
Clinical Communication Procurement Framework, which has both endorsed Bleepa and created a vehicle for
reimbursement.
Regulatory approval
The development, evaluation and marketing of the Group’s products and ongoing research and development
activities are subject to regulation by governments and regulatory agencies in all territories within which the Group
intends to market its products (whether itself or through a partner). There can be no assurance that any of the
Group’s products will successfully complete the trial process or that regulatory approvals to market these products
will ultimately be obtained. Failure to obtain regulatory approvals for its products could threaten the Group’s ability
to trade in the long term.
The time taken to obtain regulatory approval varies between territories and there can be no assurance that any of
the Group’s products will be approved in any territory within the timescale envisaged by the Board, or at all, and
this may result in a delay, or make impossible, the commercial exploitation of the Group’s products. Furthermore,
each regulatory authority may impose its own requirements and may refuse to grant, or may require additional
data before granting an approval, even though the relevant product may have been approved by another country’s
authority.
If regulatory approval is obtained, products will be subject to continual review and there can be no assurance that
such approvals will not be withdrawn or restricted. Changes in applicable legislation or regulatory policies, or
discovery of problems with products may result in the imposition of restrictions on sale, including withdrawal of the
product from the market, or may otherwise have an adverse effect on the Group’s business and/or revenue streams.
Product development risk
The Group capitalises development costs where there is an expectation that commercially successful products will
be developed. The products in development may cost more and/or take longer to develop than the current
estimates. It is possible that commercially successful products may not be developed. The Board monitors progress
on product development on a regular basis and discusses with potential customers their requirements to mitigate
this risk. The Group’s products are both innovative and unique but further iterations will be required to be produced
quickly to ensure that the products retain their position.
Reliance on third parties
The implementation of third-party initiatives, particularly with the NHS, which are outside of the control of the
Group, drive some of the significant commercial opportunities to the Group. If these third-party initiatives were
not to materialise or progress of implementation to be slow it would directly impact the Group and its ability to
generate revenue from the opportunities.
Liquidity
Management of liquidity risk has concentrated on the maintenance of appropriate credit lines and funding sources
to ensure adequate cash resources for the Company’s operations. The Group was successful in raising additional
cash through equity fundraises in both 2020 and 2021 to enable it to implement its strategy. The Board regularly
monitors the cash position of the Group and ongoing cash requirements. The Board believes the Group is likely to
have access to adequate cash resources from a combination of operational cash generation and, if necessary,
obtaining further equity finance from the capital markets to support its strategy.
Credit risk
The Group’s credit risk is primarily attributable to its cash and cash equivalents and trade receivables. The credit
risk on other classes of financial assets is considered insignificant. Credit risk is managed through credit review and
approval processes for new customers and ongoing review of each customer’s credit history.
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
19
Strategic Report (continued)
Other risks
There is a risk that existing and new customer relationships will not lead to the income currently forecast (especially,
as noted above, from new products currently in development). As with other technology businesses, the Group is
reliant on a small number of highly skilled staff.
Future outlook
The CEO’s statement on pages 7 to 15 gives information on the future outlook of the Group.
Key performance indicators
The Company monitors the following financial KPIs: revenue, operating expenses, operating loss, cashflows from
operating and investing activities, cash balance end if period, investments in intangible assets (primarily software
development), net assets, and contract liabilities (see Financial Review section of CEO statement). The Board is also
developing non-financial key performance indicators to assess performance, including user acquisition and
utilisation rates, which will be necessary as further Bleepa sales are made. These KPIs will be deployed across
industry segments and by country.
Environment
The directors consider that the nature of the Group’s activities is not inherently detrimental to the environment.
Social, community, and human rights
The Board recognises that the Group has a duty to be a good corporate citizen and to respect the laws, and where
appropriate the customs and culture of the territories in which it operates. It contributes as far as is practicable to
the local communities in which it operates and takes a responsible and positive approach to employment practices.
The strategic report was approved by the Board on 01 November 2021 and signed on its behalf by:
Rory Shaw
Non-executive Chairman
01 November 2021
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
20
Directors’ Report
The Directors present their report and the financial statements for the year ended 31 May 2021.
Future developments
The future developments for the Group are discussed in the Chairman’s Statement and the Strategic Report.
Directors
The Directors of the Company during the year were:
Prof R Shaw
Dr T Oakley
L Melvin
A Denning
Prof T N Irish
S Sturge (resigned 30 June 2021, post-period)
P Prince (appointed 15 July 2020)
Directors’ shareholdings
The shareholdings in the Company of the Directors as at the date of signing of these financial statements were:
Prof R Shaw
S Sturge
L Melvin
A Denning
P Prince
Significant shareholders
No. of Shares
9,818,780
12,833,333
1,016,667
1,530,411
2,500,000
%
0.92
1.20
0.10
0.14
0.23
At 11 August 2021, the Company had been advised or is aware of the following interests of 3% or more in the
Company’s issued share capital:
Unicorn Asset Management Limited
Thomas Charlton
Tyndall Investment Management
Jonathan Cranston
No, of Shares
%
200,000,000
18.75%
117,241,411
10.99%
67,828,418
6.36%
55,625,000
5.21%
Octopus Investments Nominees Limited
50,000,000
4.69%
Oberon Investments Limited
32,795,827
3.07%
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
21
Directors’ Report (continued)
Employment policies
The Group is committed to employee involvement in the business and there are consultative procedures available
for management and other employees to discuss matters of mutual interest. The Group places value on the
involvement of its employees and they are regularly briefed on the Group’s activities. The Group closely monitors
staff attrition rates which it seeks to maintain at current low levels and aims to structure staff compensation levels
at competitive rates in order to attract and retain high calibre personnel. The Group has a policy of non-
discrimination in respect of sex, colour, religion, race, disability, nationality or ethnic origin.
Creditor payment policies
The Group’s policy for all suppliers is to fix terms of payment when agreeing the terms of each business transaction,
to ensure the supplier is aware of those terms and to abide by the agreed terms of payment. Payment terms for the
year ended 31 May 2021 averaged 31 days (2020: 32 days).
Business relationships
The Group’s key business relationship is with Future Processing who support our research and development
function. Regular dialogues, virtual and face to face meetings occur weekly and they have been integral to the
development of Bleepa. The Group treats many smaller suppliers as business partners as they are required to
support our limited internal resources.
Energy use and carbon emissions
During the year ended 31 May 2021, the Group’s energy consumption was considerably below 40,0000 Kw Hours,
and therefore no consumption or emissions data is presented.
Treasury policy
The Group has adopted formal treasury policies to control its financial instruments. It has a Group Treasury policy
not to undertake transactions of a speculative nature. Group cash flows are managed centrally, and surplus cash is
invested in short-term financial instruments. The Group does not undertake hedging transactions in foreign
currencies. Foreign currencies are generally converted automatically into sterling on receipt.
Compliance with these policies is monitored by the Board. Other than for currency disclosures, the Group has taken
advantage of the exemption permitting it not to treat short-term debtors and creditors as financial instruments.
Strategic report
Information regarding the Group’s principal risks, results, future developments, R&D activities, dividends and key
performance indicators are provided in the Strategic Report.
Dividends
No dividend was declared in the year (2020: £nil).
Disclosure of information to the auditor
The Directors who were in office on the date of approval of these financial statements have confirmed that
•
•
as far as they are aware, there is no relevant audit information (as defined by Section 418 of the Companies
Act 2006) of which the Group’s auditor is unaware; and
each of the Directors have confirmed that they have taken all the steps that they ought to have taken as
Directors in order to make themselves aware of any relevant audit information and to establish that the
Group’s auditor is aware of that information.
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
22
Directors’ Report (continued)
Going concern
The Group held £2,220,862 of cash and cash equivalents at 31st May 2021. However, it incurred a net loss of
£1,619,513 and had a net cash outflow of £2,032,766 from operating activities for the year, which are matters which
may indicate a material uncertainty about the Group’s ability to continue as a going concern. However, on 2
November 2021, the Company announced an accelerated bookbuild to raise a minimum of £10 million (before
expenses) with closing of the placing expected on the same day. Subject to closing, the placing is conditional on
shareholder approval at the forthcoming Annual General Meeting. Prior to announcement, having made relevant
enquiries, the Directors were satisfied that the Company’s brokers had received non-binding indications for the
placing to provide the Company with adequate cash resources for at least the next twelve months to November
2022. The Directors believe that all resolutions required to execute the placing will be successfully approved at the
annual general meeting as a matter of course, with proceeds to be received shortly thereafter. The Directors
updated and reviewed the Group’s business plan and cash flow forecasts on the basis that the placing is approved
at the annual general meeting. . These cash resources will be used to provide working capital, enable continued
product development and international expansion. If further resources are required, the directors consider, that
although future equity fundraising can never be guaranteed, the group’s recent history of successful fundraising
means it likely that the group will be able to raise further finance through future equity issues. Accordingly, the
Directors believe that the Group and Company are a going concern and have therefore prepared the financial
statements on a going concern basis.
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Group and parent Company financial statements in accordance with
applicable laws and regulations.
Company law requires the Directors to prepare Group and parent Company financial statements for each financial
year. Under that law the Directors are required to prepare the Group and parent Company financial statements in
accordance with international accounting standards in conformity with the requirements of the Companies Act
2006.
The financial statements are required by law to give a true and fair view of the state of affairs of the Group and
parent Company and of the profit and loss of the Group for that period.
In preparing each of the Group and parent Company financial statements the Directors are required to:
●
select suitable accounting policies and then apply them consistently;
● make judgements and accounting estimates that are reasonable and prudent;
●
state whether they have been prepared in accordance with IFRSs as adopted by the EU subject to any
material departures disclosed and explained in the parent Company financial statements; and
● prepare the financial statements on the going concern basis unless it is inappropriate to presume that the
Group and the parent Company will continue in business.
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any
time the financial position of the Group and parent Company and to enable them to ensure that the financial
statements comply with international accounting standards in conformity with the requirements of the Companies
Act 2006. They have general responsibility for taking such steps as are reasonably open to safeguard the assets of
the Group and parent Company and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report and a
Directors’ Report to comply with that law and those regulations.
In determining how amounts are presented within terms in the income statement and balance sheet the Directors
have had regard to the substance of the reported transaction or arrangement in accordance with generally accepted
accounting principles or practice.
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
23
Directors’ Report (continued)
The directors are also responsible for the maintenance and integrity of the corporate and financial information
included on the company’s website. Legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
Rory Shaw
Non-Executive Chairman
01 November 2021
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
24
Corporate Governance Statement
The Directors present their Corporate Governance Statement for the year ended 31 May 2021.
The Board has adopted the QCA Corporate Governance Code (the “QCA Code”), in line with the London Stock
Exchange’s changes to the AIM Rules requiring all AIM quoted companies to adopt and comply with a recognised
corporate governance code and detail how it complies with that code, and where it departs from its chosen
corporate governance code an explanation of the reasons for doing so. The Board believes that the application of
the QCA code supports the company’s medium to long-term success. Further details on the Company’s adoption
and compliance with the QCA Code can be found on the Company’s website at www.fbkmed.com.
Board of Directors
In common with other organisations of a similar size, the Executive Directors are heavily involved in the day-to-day
running of the business. The Board of Directors meets regularly and holds video conference calls at least ten times
a year and is responsible for formulating strategy, and for the trading subsidiaries, monitoring financial performance
and approving major items of capital expenditure.
The Board is currently comprised of a Chief Executive Officer, a Chief Financial Officer, and four Non-Executive
Directors (including the Chairman).
Dr Tom Oakley, the Chief Executive, trained as a Radiology Registrar before becoming an NHS England Clinical
Entrepreneur Fellow where he supported a number of companies looking to launch products in the NHS. He joined
as CEO of Feedback Medical Ltd in February 2019 before being appointed as CEO of Feedback PLC on 9th April 2019.
Lindsay Melvin, the Chief Financial Officer, is a chartered accountant and brings 30 years of financial and business
experience. He was recently a Chief Executive Officer to the Chartered Institute of Payroll Professionals. Previously,
he held Director-level roles in small to medium sized public and private companies. The Company announced the
appointment of Anesh Patel as Chief Financial Officer of its trading subsidiary, Feedback Medical Limited on 06 May
2021, as part of a succession planning programme following Lindsay Melvin's planned retirement as CFO of the
Company at the AGM on 29 November 2021. Prior to joining the Group, Anesh was Finance and Corporate Projects
Director for hVIVO Limited, a subsidiary of AIM listed Open Orphan plc. He is a chartered accountant and has
significant corporate finance experience from previous investment banking roles.
The Company currently has four Non-Executive Directors (including the Chairman) therefore providing a suitable
balance of executive and non-executive directors. The biographies of each of the Non-Executive Directors are
included above.
Based on the mix of experience and skills held by the directors, as detailed above, the Board believes it has the
necessary qualities and capabilities to deliver the Group’s strategy.
For the year under review, the Board included four Non-Executive Directors which was considered appropriate. The
Board held 12 scheduled monthly meetings in the year to 31 May 2021 with a full attendance record.
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
25
Corporate Governance Statement (continued)
Director
Tom Oakley
Lindsay Melvin
Rory Shaw
Tim Irish
Simon Sturge
Adam Denning
Philipp Prince (appointed 15/7/2020)
Board
Audit
Committee
Remuneration
Committee
Nominations
Committee
12
12
12
12
12
12
12
n/a
n/a
n/a
1
1
1
1
n/a
n/a
1
1
-
1
1
1
n/a
2
2
2
2
1
The Board retains full responsibility for the direction and control of the Group. No strategic powers have been
delegated and for these reasons the Board did not have, during the year, a formal schedule of matters specifically
reserved to it. The Board receives monthly board papers which cover operational, financial and key stakeholder up
to date information. Board minutes are recorded and approved at the next meeting. All Board members are well
versed in their roles and responsibilities. All Directors have direct access to the advice and services of the Company’s
professional advisers, enabling them access to all required information in the furtherance of their duties.
The Board have sought professional legal, HR and NOMAD advice as and when appropriate to do so, given the level
of skills, knowledge and experience of each Board member. Each director ensures that their skillset is up to date by
attending events, reading appropriate journals and news bulletins and in discussions with colleagues.
Non-executive Directors
The appointment of Non-Executive Directors is a matter for the Board as a whole. There is currently no formal
selection process, which the Board deems appropriate for the size and nature of the Company. The Non-Executive
Directors have contracts for services for an unspecified period. Non-Executive Directors are subject to re-election
every three years.
Terms and conditions of appointment of the Non-Executive Directors are available for inspection.
Rory Shaw, Tim Irish, Simon Sturge, Adam Denning and Philipp Prince were considered to be independent directors
during the period under review as none of them have any notifiable conflict of interest and none of them have any
managerial responsibilities in the Company.
Executive Directors
Executive Directors are appointed by the Board of Directors but stand for election by the shareholders at the Annual
General Meeting. The Executive Directors are subject to re-election every three years.
Audit Committee
An Audit Committee is in place comprising of three of the Non-Executive Directors, Philipp Prince, Tim Irish and
Adam Denning. The Audit Committee is chaired by Philipp Prince. The Company's approach to internal control is
described below. The Audit Committee has two scheduled meetings in the year. All serving members attended both
meetings held in the year. Its purpose is to ensure that the audit process is rigorous and consistent.
The Audit Committee considered that the internal control procedures were more than adequate for the size of the
Group. Internal processes are reviewed every quarter and improvements implemented. Given the size of the Group
the audit committee does not consider it necessary to prepare a formal audit committee report as its significant
work and actions are reported on elsewhere in this statement.
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
26
Corporate Governance Statement (continued)
The Audit Committee reviewed and made recommendations to the Board on any significant accounting issues, any
changes to accounting policies and processes, any going concern considerations and liaising with the incumbent
auditors.
The significant accounting areas and judgements considered by the Committee were:
Revenue recognition- The Committee discussed the evolution of the group’s product mix and specifically the basis
used to determine how Bleepa software licence and support revenues are split and recognised over time. The
Committee was satisfied that management’s judgement in the absence of explicit performance obligations and the
consequential recognition of revenue and deferred revenue in the accounts was reasonable.
Valuation of intangible assets- The Committee reviewed the basis of capitalisation and considered the intangible
value attributed to its intangible software development costs. The Committee was satisfied that the forecast cash
flows from the anticipated level of future revenues, supported by customer interest and the sales pipeline, are
sufficient to support the carrying values.
Going concern- The Committee reviewed the cash flow forecasts for the Group and discussed the key assumptions
and risks relevant to their achievement. The Committee was satisfied that the basis for adopting the going concern
basis in preparing the Group and Company financial statements, set out in note 3 on page 39, was reasonable.
Remuneration Committee
A Remuneration Committee is in place comprising the Non-Executive Directors and where appropriate, the Chief
Executive and/or the Chief Financial Officer. The Remuneration Committee is chaired by Tim Irish and has one
scheduled meeting in the year. Its purpose is to regularly review the remuneration package of all senior employees.
During the year it reviewed and made recommendations to the Board on the remuneration policy for the coming
year (year ending 31 May 2022), the share option policy and any decisions required to be made in the year due to
changes in employees are their roles.
Nomination Committee
The Nomination Committee consists of the Non-Executive Directors and it met twice, in July 2020 and December
2020. It is chaired by Rory Shaw.
It recommended to the Board the appointment of Philipp Prince as a Non-Executive Director.
Current business model and risk management
Further details on Feedback’s strategy are contained within the Strategic Report on pages 3-5 of this document.
The Company has a Management group who meet on average three times a week to discuss operational issues,
strategic relationships, sales opportunities, planned meetings and events and strategic issues. Actions from the
meetings are followed up at the next management meeting. The CEO and the CFO are both part of the Management
group.
A risk register covering all business areas was prepared by the management team, is updated regularly, and is
reviewed and approved by the Board.
Business processes are regularly reviewed, and possible enhancements debated, evaluated and, if appropriate,
implemented.
Company culture
The Company is evolving a formal set of ethical values and behaviours. It endorses a ‘no-blame’ culture and has an
‘open door’ policy with regular staff meetings and management meetings. Management conduct regular one-to-
one meetings with all staff, through which they are able to support staff in ensuring the Company’s values are being
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
27
Corporate Governance Statement (continued)
recognised and reflected and assist in any staff training needs. The Board are committed to developing a high
standard in both ethical behaviours and values and are very supportive of employee wellbeing.
The Directors believe that this culture is desirable to move the business forwards in its strategic growth and its
present objectives and business model.
Performance evaluation
The Chairman, Rory Shaw, has implemented a formal performance evaluation of the board, its committees and its
individual directors. The non-executive directors are responsible for reviewing the directors’ performance and
highlighting any issues identified.
In addition, one-third of the Board is required to retire and seek re-election at the AGM, in accordance with good
governance. The Board will continue to be mindful of succession planning.
Communication with shareholders
Feedback encourages two-way communication with its investors and responds quickly to queries received. The
Company has an email address (IR@fbk.com) where shareholders can communicate with the Board. The Directors
are available to shareholders at any time to discuss strategy and governance matters. The Chairman communicates
regularly with major shareholders and ensures that their views and concerns are fully communicated back to the
Board and management team.
In addition, all Company announcements are published on the Company’s website, together with financial results.
All shareholders have the opportunity to ask questions and express their views at the Company’s Annual General
Meeting, at which all Directors are available to take questions. Should voting decisions not be in line with Board’s
expectations then the Board will liaise with shareholders in order to address any issues.
Further details on the Company’s consideration of wider stakeholder and social responsibilities can be found on the
Company’s website at www.fbkmed.com/plc-landing-page/governance.
S.172 Companies Act 2006 Statement
The Directors have had regard to the matters set out in section 172(1) (a)-(f) when performing their duty under
section 172. The likely consequences of any decision in the long term is covered in the strategic review of this report.
The need to foster excellent relationships with employees, suppliers, customers, shareholders and over
stakeholders is paramount and is covered above in the corporate governance statement and the Directors, report.
The Directors endeavour to maintain a culture built on integrity; take into account the desirability of the Company
maintaining a reputation for high standards of business conduct, and; have regard to the need to act fairly. The
Directors assess and take into account what is most likely to promote the success of the Company for its members
in the long term as part of their decision-making process and make this assessment fairly and in good faith. The
Directors continue to promote the success of the Company in accordance with section 172 of the Companies Act
2006.
Audit and internal control
The primary role of the Audit Committee was to keep under review the Group’s financial systems and controls and
its financial reporting procedures. In fulfilling this role, it received and reviewed work carried out by the external
auditors and their findings.
The Board had overall responsibility for operating and monitoring the system of internal control within the Group
and for monitoring its effectiveness. The system includes an on-going process for identifying, evaluating and
managing significant business risks.
Although no system of internal control can provide absolute assurance against material misstatement or loss, the
Group's system was designed to provide the directors with reasonable assurance that any material problems were
identified on a timely basis and dealt with appropriately.
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
28
Corporate Governance Statement (continued)
Guidance to Directors of UK Companies on internal control procedures and good practice on risk management is
provided by the Financial Reporting Council.
The Audit Committee reviewed the effectiveness of the internal controls on an annual basis on behalf of the Board
and considered that they have complied throughout the year ended 31 May 2021 with those provisions of the Code
which they consider to be practicable and appropriate for a relatively small public company.
The key elements of the system, which had been designed to meet the specific needs and business risks of the
Group, include:
clearly defined organisation structures with segregation of duties wherever practicable;
●
● agreement of Group short term financial objectives and business plans;
● monthly review by the Board of Group Management Accounts and monitoring of results against budgets;
● Board control over treasury, taxation, legal, insurance and personnel issues;
● Board control over appraisal, review and authorisation of capital expenditure.
As common with organisations of similar size, the Executive Directors and the Non-Executive Directors are heavily
involved in the day-to-day running of the business. The directors believe that although the Group's controls may be
slightly less formal than those of larger groups and companies, the continued close involvement of the Non-
Executive Directors more than compensated for this.
The Board believes that it is not currently appropriate for the Group to maintain an internal audit function because
of the small size of the Group.
The Audit Committee considers the independence and objectivity of the external auditors on an annual basis, with
particular regard to non-audit services. The split between audit and non-audit fees for the year and information on
the nature of the non-audit fees appear in note 6 to the financial statements. There are no non-audit fees that
could affect the independence or objectivity of the auditors. The Audit Committee monitors such costs in the
context of the audit fee for the year, ensuring that the value of non-audit services does not increase to a level where
it could affect the auditors’ objectivity and independence.
Risk management
Further information on the Company’s principal risks and uncertainties can be found with the Strategic Report on
pages 18-20 of this document. The Board considers business risk at every Board meeting (held approximately 10
times a year). This includes risks associated with its key customers and suppliers, ongoing trading performance and
budgets. The risk register is prepared and updated by the management team and is reviewed by the Board at board
meetings. The management team hold regular meetings, at least three a month, when they review the risk register
and ensure that it is updated and accurately reflects the risks to the Company. The management team consists of
all the Company’s managers. The risks identified are evaluated into cause, impact on the Company, likelihood and
seriousness, mitigating actions, timelines and responsibilities.
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
29
Independent Auditor’s Report to the Members of Feedback plc
Opinion
We have audited the financial statements of Feedback plc (the ‘parent company’) and its subsidiaries (the 'group') for the
year ended 31 May 2021 which comprise the statement of comprehensive income, the consolidated statement of changes
in equity, the consolidated balance sheet, the company balance sheet, the consolidated cash flow statement, the company
cash flow statement and notes to the financial statements, including significant accounting policies. The financial reporting
framework that has been applied in their preparation is applicable law and International accounting standards in
conformity with the requirements of the Companies Act 2006 and, as regards the parent company financial statements, as
applied in accordance with the provisions of the Companies Act 2006.
In our opinion:
•
•
•
•
the financial statements give a true and fair view of the state of the group's and of the parent company’s affairs as
at 31 May 2021, and of the group's loss for the year then ended;
the group financial statements have been properly prepared in accordance with International accounting
standards in conformity with the requirements of the Companies Act 2006;
the parent company financial statements have been properly prepared in accordance International accounting
standards in conformity with the requirements of the Companies Act 2006 and as applied in accordance with the
provisions of the Companies Act 2006; and
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We are independent of the group and parent company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and
we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significant in our audit of the
financial statements of the current period and include the most significant addressed risks of material misstatement
(whether or not due to fraud) we identified, including those which had the greatest effect on: overall audit strategy, the
allocation of resources in the audit, the directing of efforts of the engagement team. These matters were addressed in the
context of our audit of the financial statements as a whole and informing our opinion thereon, we do not provide a
separate opinion on these matters. In addition to the matter described in the Material uncertainty related to going concern
section, we have determined the matters described below to be the key audit matters to be communicated in our report.
Revenue recognition
In our assessment of audit risk, we determined that the existence and timing of revenue recognition give rise to a
significant risk of material misstatement. The group has a variety of revenue streams including software installation,
software licences, scientific and software support and consultancy. The risk is that income is overstated through non-
deferral of income which should be deferred as the criteria of income have yet to be met.
We focused on timing of revenue recognition in accordance with stated accounting policies and its subsequent
presentation in the statement of comprehensive income.
Our procedures included:
Analytical procedures and depth testing on a sample of transactions to confirm the validity of sales recorded and the point
of transfer of the risks and rewards of ownership through identification of the timing of revenue recognition by sampling a
number of transactions and contracts throughout the year ensuring they had been accounted for correctly and that
revenue is complete.
Gaining an understanding of the systems and procedures implemented to ensure revenue is recognised in the appropriate
accounting period, testing a sample of entries where necessary.
Reviewing the recognition and recoverability of trade receivables at the year end to assess the validity of their recognition
and carrying values as at 31 May 2021.
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
30
Independent Auditor’s Report to the Members of Feedback plc -
CONTINUED
Our work did not identify any items that could not be substantiated.
Intangible assets – capitalised development costs and valuation
The group holds material intangible assets in relation to patents, customer relationships and software developments. The
main risk is ensuring that intangible assets are held at the appropriate value and recognition criteria under IAS 38 have
been met before being capitalised.
We focused on intangible assets valuation and recognition in accordance with stated accounting policies.
Our procedures included:
Reviewing a sample of additions to supporting invoices and documentation received from third parties to ensure intangible
assets were correctly valued. We carried out audit testing to ensure that amounts capitalised met the recognition criteria
within the standard and were in accordance with stated accounting policies. We also reviewed whether any impairment
was required by looking at the progress made in development, discussed recent trials, reviewed update in the
development phase and reviewed correspondence with potential customers.
The rationale for recognition of these costs was discussed with management, and the products for which items had been
capitalised assessed against the recognition criteria of IAS38 by reference to supporting evidence.
Our application of materiality
We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic
decisions of reasonable knowledgeable users that are taken on the basis of financial statements. Materiality provides a
basis for determining the nature and extent of our audit procedures.
We based materiality for the group’s financial statements as a whole on the pre-tax loss for the group and concluded
materiality to be £74,000. We consider that loss provides us with the most relevant performance measure to stakeholders
of the entity given the stage of the group’s activity and growth.
We assessed materiality for the parent company’s financial statements as a whole on the basis of net assets and concluded
materiality to be £55,500. We consider that for the parent company net assets provides us with the most relevant
performance measure as the parent company does not generate any revenue, and its role within the group is to bear
administrative expenses including the costs of any fund raises.
We apply the concept of materiality both in the planning and performance of the audit, and in evaluating the effects of
misstatements.
During the course of the audit we reassessed materiality from planning to reflect the final reported performance of the
group. There was no change made to our planning materiality.
An overview of the scope of our audit
Our group audit was scoped by obtaining an understanding of the group and its environment. We determined materiality
and assessed the risk of material misstatement in the financial statements. In particular we looked at where the directors
had made subjective judgements within accounting estimates. We addressed the risk of management override of internal
controls including whether there was evidence of bias by the directors that represented a risk of material misstatements
due to fraud.
Material uncertainty relating to going concern
We draw attention to note 3 in the financial statements, which indicates that the group will need to raise additional funds
to continue as a going concern. On 2 November 2021 the company will announce a placing to raise a minimum of £10
million before expenses, conditional on approval at the forthcoming annual general meeting. The Directors believe that all
resolutions required to execute the placing and open offer will be successfully approved at the annual general meeting as a
matter of course, with proceeds to be received shortly thereafter.
As stated in Note 3, these events or conditions, along with other matters as set forth in Note 3, indicate that a material
uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our opinion is
not modified in respect of this matter.
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
31
Independent Auditor’s Report to the Members of Feedback plc -
CONTINUED
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in
the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the entity’s ability to continue to adopt the going concern basis of
accounting included review of the forecasts prepared by management to see whether this will be sufficient to meet their
requirements for the next 12 months from the date of approval of these financial statements, review of management
accounts after year end, and an assessment of the proposed placing to raise funds.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.
Given the uncertainties noted above we considered going concern to be a Key Audit Matter. We have assessed
management’s forecasts and underlying assumption. In doing so we considered factors such as historical operating
expenditure and the group’s ability to raise funding in the future.
We found our results from the above and the disclosures in the financial statements in respect of the above to be
appropriate.
Other information
The other information comprises the information included in the annual report, other than the financial statements and
our auditor’s report thereon. The directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly
stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material misstatements, we are required to determine whether this
gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
•
•
the information given in the strategic report and the directors’ report for the financial year for which the financial
statements are prepared is consistent with the financial statements; and
the strategic report and the directors’ report have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment obtained in
the course of the audit, we have not identified material misstatements in the strategic report and the directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to
report to you if, in our opinion:
•
adequate accounting records have not been kept by the parent company, or returns adequate for our audit have
not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
•
•
certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 23, the directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal
control as the directors determine is necessary to enable the preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
32
Independent Auditor’s Report to the Members of Feedback plc -
CONTINUED
In preparing the financial statements, the directors are responsible for assessing the group's and the parent company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs
(UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line
with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The
extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial
statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material
misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to
respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary
responsibility for the prevention and detection of fraud rests with both management and those charged with governance
of the group.
Our approach was as follows:
• We considered the nature of the commercial activities undertaken and the business performance for the year
and held discussions with management.
• We obtained an understanding of the legal and regulatory requirements applicable to the company and
considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by
the Financial Reporting Council, UK taxation legislation and rules and regulations as prescribed by the Financial
Conduct Authority.
• We obtained an understanding of how the company complies with these requirements by discussions with
management and those charged with governance.
• We assessed the risk of material misstatement of the financial statements, including the risk of material
misstatement due to fraud and how it might occur, by holding discussions with management and those charged
with governance.
• We inquired of management and those charged with governance as to any known instances of non-compliance
or suspected non-compliance with laws and regulations.
• We discussed during the audit engagement team briefing regarding how and where fraud might arise in the
financial statements and any potential indication of fraud. We remained alert to any indication of fraud or non
compliance with laws and regulations throughout the audit.
• Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-
compliance with laws and regulations. This included making enquiries of management and those charged with
governance and obtaining additional corroborative evidence as required.
As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism
throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the
company’s internal control.
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
33
Independent Auditor’s Report to the Members of Feedback plc -
CONTINUED
•
•
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the directors.
Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures,
and whether the financial statements represent the underlying transactions and events in a manner that achieves
fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our
audit.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
https://www.frc.org.uk/Our-Work/Audit/Audit-and-assurance/Standards-and-guidance/Standards-and-guidance-for-
auditors/Auditors-responsibilities-for-audit/Description-of-auditors-responsibilities-for-audit.aspx. This description forms
part of our auditor’s report.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies
Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are
required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit
work, for this report, or for the opinions we have formed.
Martin Clapson FCA (Senior Statutory Auditor)
For and on behalf of
Price Bailey LLP
Chartered Accountants
Statutory Auditors
Tennyson House
Cambridge Business Park
Cambridge
CB4 0WZ
Date: 01 November 2021
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
34
Statement of Comprehensive Income
for the year ended 31 May 2021
Revenue
Cost of sales
Gross profit
Other operating expenses
Operating loss
Net finance income
Loss before taxation
Tax credit
Loss after tax attributable to the equity
shareholders of the Company
Total comprehensive expense for the
year
Loss per share (pence)
Basic and diluted
Note
4
5
6
7
9
2021
£
287,415
(25,024)
2020
£
449,983
(1,866)
262,391
(2,322,518)
448,117
(1,863,180)
(2,060,127)
281
(1,415,063)
606
(2,059,846)
440,333
(1,414,457)
327,000
(1,619,513)
(1,087,457)
(1,619,513)
(1,087,457)
11
(0.16)
(0.22)
The notes on pages 41 to 59 form part of these financial statements
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
35
Consolidated Statement of Changes in Equity
for the year ended 31 May 2021
GROUP
At 31 May 2019
Share
Capital
£
933,209
Share
Premium
£
3,776,854
Capital
Reserve
£
299,900
Retained
Earnings
£
(4,115,649)
Translation
Reserve
£
(209,996)
Share option
Reserve
£
261,300
Total
£
945,618
Total comprehensive loss for
the year
-
-
New shares issued
Costs of new shares issued
Share options lapsed
Share-based payments
Total transactions with owners
416,667
-
-
-
416,667
1,583,333
(138,905)
-
-
1,444,428
-
-
-
-
-
-
(1,087,457)
(1,087,457)
-
-
92,141
-
92,141
-
-
-
-
-
-
-
(92,141)
50,000
(42,141)
2,000,000
(138,905)
-
50,000
1,911,095
At 31 May 2020
1,349,876
5,221,282
299,900
(5,110,965)
(209,996)
219,159
1,769,256
Total comprehensive loss for
the year
-
-
New Shares issue
Costs of new shares issued
Share-based payments
Total transactions with owners
1,317,454
-
-
1,317,454
3,952,363
(313,566)
-
3,638,797
-
-
-
-
-
(1,619,513)
-
-
-
-
-
-
-
-
-
-
(1,619,513)
-
-
162,615
162,615
5,269,817
(313,566)
162,615
5,118,866
At 31 May 2021
2,667,330
8,860,079
299,900
(6,730,478)
(209,996)
381,774
5,268,609
COMPANY
At 31 May 2019
Total comprehensive loss for
the year
New shares issued
Costs of new shares issued
Share options lapsed
Share-based payments
Total transactions with owners
Share
Capital
£
933,209
Share
Premium
£
3,776,854
Retained
Earnings
£
(4,515,814)
Share option
Reserve
£
223,159
Total
£
417,408
-
-
(1,956,671)
-
(1,956,671)
416,667
-
1,583,333
(138,905)
416,667
-
1,444,428
-
-
54,000
54,000
-
-
(54,000)
50,000
(4,000)
2,000,000
(138,905)
-
50,000
1,911,095
At 31 May 2020
1,349,876
5,221,282
(6,418,485)
219,159
371,832
Total comprehensive loss for
the year
New shares issued
Costs of new shares issued
Share-based payments
Total transactions with owners
-
-
(437,373)
-
(437,373)
1,317,454
-
-
1,317,454
3,952,363
(313,566)
3,638,797
-
-
-
-
-
162,615
162,615
5,269,817
(313,566)
162,615
5,118,866
At 31 May 2021
2,667,330
8,860,079
(6,855,858)
381,774
5,053,325
The notes on pages 41 to 59 form part of these financial statements
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
36
Consolidated Balance Sheet
for the year ended 31 May 2021
Notes
Assets
Non-current assets
Property, plant and equipment
Intangible assets
Current assets
Trade and other receivables
Corporation tax receivable
Cash and cash equivalents
Total assets
Equity
Capital and reserves attributable to the
Company’s equity shareholders
Called up share capital
Share premium account
Capital reserve
Translation reserve
Share option expense reserve
Retained earnings
Total equity
Liabilities
Current liabilities
Trade and other payables
Non-current liabilities
Contract liabilities
Total liabilities
Total equity and liabilities
13
14
15
18
18
18
18
18
18
16
16
2021
£
13,773
2,681,641
2,695,414
138,042
767,120
2,220,862
3,126,024
2020
£
11,830
1,296,784
1,308,614
129,877
326,787
732,650
1,189,314
5,821,438
2,497,928
2,667,330
8,860,079
299,900
(209,996)
381,774
(6,730,478)
5,268,609
1,349,876
5,221,282
299,900
(209,996)
219,159
(5,110,965)
1,769,256
548,836
548,836
718,788
718,788
3,993
3,993
9,884
9,884
552,829
728,672
5,821,438
2,497,928
The financial statements were approved and authorised for issue by the Board of Directors on 01 November 2021
and were signed below on its behalf by:
Prof Rory Shaw
Chairman
Feedback PLC
The notes on pages 41 to 59 form part of these financial statements
Annual report and accounts for the year ended 31 May 2021
37
Company Balance Sheet
for the year ended 31 May 2021
Notes
Assets
Non-current assets
Investments
Current assets
Other receivables
Loans to subsidiary companies
Cash and cash equivalents
Total assets
Equity
Capital and reserves attributable to the
Company’s equity shareholders
Called up share capital
Share premium account
Share option expense reserve
Retained earnings
Total equity
Liabilities
Current liabilities
Trade and other payables
Total liabilities
Total equity and liabilities
12
15
18
18
18
18
16
2021
£
-
-
2020
£
-
-
99,906
2,998,240
2,020,688
5,118,834
27,538
-
473,809
501,347
5,118,834
501,347
2,667,330
8,860,079
381,774
(6,855,858)
5,053,325
1,349,876
5,221,282
219,159
(6,418,485)
371,832
65,509
65,509
5,118,834
129,515
129,515
501,347
The Company’s loss for the year was £437,373 (2020: £1,906,671)
The financial statements were approved and authorised for issue by the Board of Directors on 01 November 2021
and were signed below on its behalf by:
Prof R Shaw
Chairman
The notes on pages 41 to 59 form part of these financial statements (company registration number 00598696)
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
38
Consolidated Cash Flow Statement
for the year ended 31 May 2021
Cash flows from operating activities
Loss before tax
Adjustments for:
Net finance income
Depreciation and amortisation
Share based payment expense
Decrease/(Increase) in trade receivables
Decrease in other receivables
Increase in trade payables
Increase/(Decrease) in other payables
Corporation tax received
Total adjustments
2021
£
2020
£
(2,059,846)
(1,414,457)
(281)
48,755
162,615
72,614
(80,779)
77,915
(253,759)
-
27,080
(606)
30,277
50,000
103,063
11,921
88,886
95,258
249,011
627,810
Net cash used in operating activities
(2,032,766)
(786,647)
Cash flows from investing activities
Purchase of tangible fixed assets
Purchase of intangible assets
Net finance income received
Net cash used in investing activities
Cash flows from financing activities
Net proceeds of share issue
Net cash generated from financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
(16,083)
(1,419,472)
281
(1,435,274)
4,956,252
4,956,252
1,488,212
732,650
2,220,862
The notes on pages 41 to 59 form part of these financial statements
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
(7,189)
(875,950)
606
(882,533)
1,861,095
1,861,095
191,915
540,735
732,650
39
Company Cash Flow Statement
for the year ended 31 May 2021
Cash flows from operating activities
Loss before tax
Adjustments for:
Net finance income
Provision against intercompany receivable
Share based payment expense
Increase in other receivables
Decrease in trade payables
Decrease/ (Increase) in other payables
Total adjustments
Net cash used in operating activities
Cash flows from investing activities
Loans to subsidiary companies
Net finance income
Net cash generated from investing activities
Cash flows from financing activities
Net proceeds of share issue
Net cash generated from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
2021
£
(437,373)
(281)
59,913
102,702
(72,367)
(19,709)
(44,299)
25,959
(411,414)
(2,998,240)
281
(2,997,959)
4,956,252
4,956,252
1,546,879
473,809
2,020,688
2020
£
(1,906,671)
(606)
1,267,998
(8,000)
(1,266,405)
5,619
59,476
58,082
(1,840,589)
-
606
606
1,861,095
1,861,095
21,112
452,697
473,809
The notes on pages 41 to 59 form part of these financial statements
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
40
Notes to the Financial Statements
1. General information
The Company is a public limited company limited by shares, domiciled in the United Kingdom and incorporated
under registered number 00598696 in England and Wales. The Company’s registered office is Health Foundry,
Canterbury House, 1 Royal Street, London SE1 7LL.
The Company is quoted on AIM, a market operated by the London Stock Exchange. These Financial Statements
were authorised for issue by the Board of Directors on 01 November 2021.
2. Adoption of the new and revised International Financial Reporting Standards
The Company has adopted all of the new or amended Accounting Standards and Interpretations issued by the
International Accounting Standards Board (IASB) that are mandatory for the current reporting period.
The following new and revised Standards and Interpretations are relevant to the company, but the Company has
not early adopted these new standards. The Directors do not anticipate that the adoption of these standards will
have a material impact on the reported results of the Company:
-
-
-
-
-
-
IAS 1 amendment — Presentation of Financial Statements - Disclosure of Accounting Policies
(Amendments to IAS 1 and IFRS Practice Statement 2)
IAS 8 amendment — Accounting Policies, Changes in Accounting Estimates and Errors - Definition of
Accounting Estimates
IAS 12 amended — Income Taxes - Deferred Tax related to Assets and Liabilities arising from a Single
Transaction.
IAS 16 amended — Property, Plant and Equipment – Proceeds before Intended Use
IAS 37 amended — Provisions, Contingent Liabilities and Contingent Assets - Onerous Contracts—Cost
of Fulfilling a Contract
IFRS 3 amended — Business Combinations - Updating a Reference to the Conceptual Framework
3. Significant accounting policies
(a) Basis of preparation
These financial statements have been prepared in accordance with international accounting standards in
conformity with the requirements of the Companies Act 2006. 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 2021 and 2020 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.
Investments in subsidiary companies are held at cost less impairment.
(c) Going Concern
The Group held £2,220,862 of cash and cash equivalents at 31st May 2021. However, it incurred a net loss of
£1,619,513 and had a net cash outflow of £2,032,766 from operating activities for the year, which are matters
which may indicate a material uncertainty about the Group’s ability to continue as a going concern. However, on
2 November 2021, the Company announced an accelerated bookbuild to raise a minimum of £10 million (before
expenses) with closing of the placing expected on the same day. Subject to closing, the placing is conditional on
shareholder approval at the forthcoming Annual General Meeting. Prior to announcement, having made relevant
enquiries, the Directors were satisfied that the Company’s brokers had received sufficient non-binding indications
for the placing to provide the Company with adequate cash resources for at least the next twelve months to
November 2022. The Directors believe that all resolutions required to execute the placing will be successfully
approved at the annual general meeting as a matter of course, with proceeds to be received shortly thereafter.
The Directors updated and reviewed the Group’s business plan and
41
Notes to the Financial Statements (continued)
(c) Going Concern - continued
cash flow forecasts on the basis that the placing is approved at the annual general meeting. These cash resources
will be used to provide working capital, enable continued product development and international expansion. If
further resources are required, the directors consider, that although future equity fundraising can never be
guaranteed, the group’s recent history of successful fundraising means it likely that the group will be able to raise
further finance through future equity issues. Accordingly, the Directors believe that the Group and Company are
a going concern and have therefore prepared the financial statements on a going concern basis.
(d) Intangible assets
Intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses. An
intangible asset acquired as part of a business combination is recognised outside goodwill if the asset is separable
or arises from contractual or other legal rights and its fair value can be reliably measured.
The significant intangible asset cost related to external software development of products which are integral to
the trade of the Group’s medical imaging products.
Amortisation and impairment charges are recognised in other operating expenses in the income and expenditure
account. Internal development costs are not capitalised but written off during the year in which the expenditure
is incurred.
The carrying value of intangible assets which are not yet being amortised because they are not yet available for
use are reviewed for impairment annually. The carrying value of intangible assets which are currently being
amortised are reviewed for impairment when there is an indication that they may be impaired. Impairment losses
are recognised in other operating expenses in the income and expenditure account.
Costs incurred on development projects (relating to the design and testing of new or improved products) are
recognised as intangible assets when it is probable that the project will be a success, considering its commercial
and technological feasibility, and costs can be measured reliably. Only external software development
expenditure is capitalised. Internal research expenditure is written off in the year in which it is incurred. Other
development expenditure is recognised as an expense as incurred. Intangible assets that have a finite useful life
and that have been capitalised are amortised on a straight line basis as follows:
Intangible asset
Useful economic life
Intellectual Property
Customer relationships
Software development
5 years
4 years
5 years
Intellectual Property primarily relates to patent and trademark application costs. Software development costs
capitalised in the year relate to products and product improvements which are yet to be ready for use. They are
not yet amortised.
(e) Valuation of Investments
Investments held as non-current assets are stated at cost less provision for impairment.
(f) Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid
investments with original maturities of three months or less, and bank overdrafts. When used, bank overdrafts
are shown within borrowings in current liabilities on the balance sheet.
(g) Goodwill
Business combinations on or after 1 April 2006 are accounted for under IFRS 3 using the acquisition method. Any
excess of the cost of business combinations over the Group’s interest in the net fair value of the identifiable
assets, liabilities and contingent liabilities is recognised in the balance sheet as goodwill and is not amortised.
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
42
Notes to the Financial Statements (continued)
(g) Goodwill - continued
After initial recognition, goodwill is not amortised but is stated at cost less accumulated impairment loss, with
the carrying value being reviewed for impairment, at least annually and whenever events or changes in
circumstance indicate that the carrying value may be impaired.
For the purposes of impairment testing, goodwill is allocated to the related cash generating units monitored by
management. Where the recoverable amount of the cash generating unit is less than its carrying amount,
including goodwill, an impairment loss is recognised in the statement of comprehensive income.
(h) Property, plant and equipment
All property, plant and equipment is stated at historical cost less depreciation. Depreciation on other assets is
provided on cost or valuation less estimated residual value in equal annual instalments over the estimated lives
of the assets. The rates of depreciation are as follows:
Computer and office equipment
10 – 50% p.a.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are
recognised in the income statement.
(i) Foreign currency
Transactions denominated in foreign currencies are translated into sterling at the rates ruling at the date of the
transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are
translated at the rates ruling at that date. These translation differences are dealt with in the income statement.
(j) Revenue recognition
Sales transactions include software installation, software licenses, scientific and software support and
consultancy. Revenue is measured at the fair value of the contractually agreed consideration received or
receivable and represents amounts receivable for services provided in the normal course of business, net of VAT.
The Group recognises revenue when the amount of revenue can be reliably measured; when it is probable that
future economic benefits will flow to the entity; and when specific criteria have been met for each of the
company’s activities, as described below. The sales invoice is raised when the customer’s purchase order is
received, and the debt is typically payable within 30-60 days of the invoice date. In practice the debt is paid when
the software installation has been completed. There are no obligations for returns, refunds or warranties.
Revenue relating to software consultancy and similar services is recognised as the services are performed and
completed. The invoice is recognised on a linear basis over the duration of the contract.
Revenue relating to the sale of software licences or associated support services is recognised over the contractual
period to which the licence relates or the duration of the support contract.
Revenue recognised from the sale of TexRAD software and related scientific support services are recognised over
the estimated duration of the Group’s involvement in a customer’s project which is considered to represent its
performance obligation. There are no explicit performance obligations as such but a clear understanding that the
Group will provide the support required as agreed when the sale was made.
The difference between the amount of revenue from contracts with customers recognised and the amount
invoiced on a particular contract is included in the statement of financial position as contract liabilities. Normally,
the full contract value is invoiced when the customer’s purchase order is received. Cash payments received as a
result of this advance billing are not representative of revenue earned on the contract as revenues are recognised
over the duration of the contract (typically twelve months). Contract liabilities which are expected to be
recognised within one year are included within current liabilities. Contract liabilities which are expected to be
recognised after one year are included within non-current liabilities.
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
43
Notes to the Financial Statements (continued)
(k) Pension Costs
The Group operated a defined contribution pension scheme during the year. The pension charge represents the
amounts payable by the Group to the scheme in respect of that year.
(l) Taxation
The tax credit represents the sum of the current tax credit and deferred tax credit.
The tax currently payable is based on taxable profit for the period. Taxable profit differs from net profit as
reported in the income statement because it excludes items of income or expense that are taxable or deductible
in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current
tax is calculated by using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of
assets and liabilities in the financial statements and the corresponding tax bases used in the computation of
taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are recognised
for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary differences can be utilised. Such assets and
liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the
initial recognition (other than in a business combination) of other assets and liabilities in a transaction which
affects neither the tax profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries,
except where the Group is able to control the reversal of the temporary difference and it is probable that the
temporary difference will not reverse in the foreseeable future. Deferred tax is calculated at the tax rates that
are expected to apply to the period when the asset is realised or the liability is settled based upon tax rates that
have been enacted or substantively enacted by the balance sheet date. Deferred tax is charged or credited in the
income statement, except when it relates to items credited or charged directly to equity, in which case the
deferred tax is also dealt with in equity.
(m) Financial instruments
Financial assets
Financial assets are measured at amortised cost, fair value through other comprehensive income (FVTOCI) or fair
value through profit or loss (FVTPL). The measurement basis is determined by reference to both the business
model for managing the financial asset and the contractual cash flow characteristics of the financial asset. The
group’s financial assets comprise of trade and other receivables and cash and cash equivalents.
Trade receivables
Trade receivables are measured at amortised cost and are carried at the original invoice amount less allowances
for expected credit losses. Expected credit losses are calculated in accordance with the simplified approach
permitted by IFRS 9, using a provision matrix applying lifetime historical credit loss experience to the trade
receivables. The expected credit loss rate varies depending on whether, and the extent to which, settlement of
the trade receivables is overdue and it is also adjusted as appropriate to reflect current economic conditions and
estimates of future conditions. For the purposes of determining credit loss rates, customers are classified into
groupings that have similar loss patterns. The key drivers of the loss rate are the aging of the debtor, the
geographic location and the company sector (public vs private). When a trade receivable is determined to have
no reasonable expectation of recovery it is written off, firstly against any expected credit loss allowance available
and then to the income statement. For trade receivables, which are reported net, such provisions are recorded
in a separate provision account with the loss being recognised in the consolidated statement of comprehensive
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
44
Notes to the Financial Statements (continued)
income Subsequent recoveries of amounts previously provided for or written off are credited to the income
statement.
Cash and cash equivalents
Cash and cash equivalents comprise cash at hand and deposits with maturities of three months or less.
Financial liabilities
The Group’s financial liabilities consist of trade payables and other financial liabilities. Financial liabilities are
classified as measured at amortised cost or FVTPL. A financial liability is classified as FVTPL if it is held-for trading,
it is a derivative or it is designated as such on initial recognition. Other financial liabilities are subsequently
measured at amortised cost using the effective interest method. Interest expense is recognised in profit or loss.
(n) Employee share options and warrants
The Group has applied the requirements of IFRS 2 Share-based Payment.
The Group has issued equity-settled share-based payment transactions to certain employees and previously
issued warrants to the vendors of the acquired subsidiary, TexRAD Limited. Equity-settled share-based payment
transactions are measured at fair value at the date of grant. The fair value determined at the grant date of equity-
settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group’s
estimate of shares that will eventually vest. Fair value is measured by use of the Black Scholes option pricing
model. The expected life used in the model has been adjusted, based on management’s best estimate, for the
effect of non-transferability, exercise restrictions, and behavioural considerations.
(o) Key areas of judgement
The preparation of financial statements requires the Board of Directors to make estimates and judgments that
affect reported amounts of assets, liabilities, revenues and expenses. These estimates and judgements are based
on historical experience and various other assumptions that management and the Board of Directors believe are
reasonable under the circumstances, the results of which form the basis for making judgments about the carrying
value of assets and liabilities that are not readily apparent from other sources. The key areas of judgement are:
•
•
Intangible assets – Patent and trademark applications are included at cost less amortisation and
impairment. Other intangible assets including development costs are recognised only when it is probable
that a project will be a success. There is a risk therefore that a project previously assessed as likely to be
successful fails to reach the desired level of commercial or technological feasibility. Where there is no
probable income to be generated from these assets an estimation of the carrying value and the
impairment of the intangible assets and development costs, including goodwill, has been made.
Fair value measurement – share options and warrants issued included in the Group’s and Company’s
financial statements require measurement at fair value. The calculation of fair values requires the use of
estimates and judgements.
• Revenue recognition-revenue on the sale of TexRAD software and provision of related scientific support
services is recognised over the expected duration of the group’s involvement in customer’s projects as
the group’s staff contribute significant support, analysis and input to those customers using TexRAD
software for research purposes. Judgement based on past experience is used to determine the expected
duration of involvement over which income should be deferred and recognised however the duration of
the group’s involvement may vary from expectations.
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
45
Notes to the Financial Statements (continued)
4. Segmental reporting
The Directors have determined that the operating segments based on the management reports which are used
to make strategic decisions are medical imaging and head office. The trading activities of the Company solely
relate to Medical Imaging and the Head Office covers the costs of running the parent company, Feedback PLC.
Year ended 31 May 2021
Revenue
External
Expenditure
External (excluding depreciation and amortisation)
Depreciation and amortisation
Loss before tax
Medical Imaging
£
Head Office
£
Total
£
287,415
-
287,415
(1,546,183)
(48,755)
(1,307,523)
(752,323)
-
(752,323)
(2,298,506)
(48,755)
(2,059,846)
Balance sheet
External Assets
External Liabilities
3,700,845
(487,308)
3,213,537
2,120,593
(65,521)
2,055,072
5,821,438
(552,829)
5,268,609
Capital expenditure (all located in the UK)
(1,435,554)
-
(1,435,554)
Year ended 31 May 2020
Medical Imaging
Head Office
Revenue
External
Expenditure
External
Loss before tax
Balance sheet
External Assets
External Liabilities
Capital expenditure (all located in the
UK)
£
449,983
£
-
Total
£
449,983
(1,233,767)
(630,673)
(1,864,440)
(783,784)
(630,673)
(1,414,457)
1,996,581
(599,157)
1,397,424
501,347
(129,515)
371,832
2,497,928
(728,672)
1,769,256
883,139
-
883,139
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
46
Notes to the Financial Statements (continued)
4. Segmental Reporting (continued)
Reported segments’ assets are reconciled to total assets as follows:
External revenue by
location of customer
Non-current assets by
location of assets
Total liabilities
location of assets
2021
£
2020
£
2021
£
2020
£
2021
£
2020
£
United Kingdom
Europe
Rest of the world
Total
217,394
5,364
64,657
287,415
229,073
57,073
163,837
449,983
2,695,414
-
-
2,695,414
1,308,614
-
-
1,308,614
552,829
-
-
552,829
728,672
-
-
728,672
£227,000 of revenue recognised in the current year was recorded in contract liabilities in the prior year.
Major customers
During the year ended 31 May 2021, the Group generated £153,000 (2020: £172,000) of revenue from one
customer in the United Kingdom, which is equal to 53% (2020: 35%) of total Group revenues in the year.
5.
Other operating expenses
Administrative costs:
Employment and other costs
Amortisation and depreciation costs
6.
Operating loss
This is stated after charging
Depreciation and amortisation
Owned assets
Amortisation of intangible assets
Provision for doubtful debts
Foreign exchange differences
Auditors’ remuneration
Audit of parent company and group financial statements
Audit of subsidiaries
7.
Net finance income
Interest received
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
2021
£
2020
£
2,273,763
48,755
2,322,518
1,832,987
30,193
1,863,180
2021
£
2020
£
14,140
34,615
266
24,573
10,000
6,800
1,530
28,663
28,000
14,646
10,000
7,000
2021
£
281
281
2020
£
606
606
47
Notes to the Financial Statements (continued)
8.
Directors and employees
Number of employees
Selling and distribution
Administration
Research and development
Staff costs
Wages and salaries
Social security costs
Payments to defined contribution pension
scheme
Share based payment expense
2021
Average
2020
Average
1
11
6
18
2
4
6
12
2021
£
2020
£
1,033,975
121,736
108,796
882,197
95,085
81,499
162,615
1,427,122
50,000
1,108,781
The value of all elements of remuneration received by each Director in the year was as follows:
Year ended 31 May 2021:
Salary
Fees
Pension
Executive Directors
T Oakley (including £30,000 performance bonus)
L Melvin
Non-Executive Directors
R Shaw
T Irish(1)
S Sturge
A Denning
P Prince (appointed 15 July 2020)(2)
Total
£
168,334
59,280
£
-
-
-
5,000
-
-
25,000
-
252,614
25,000
-
-
21,875
51,875
£
-
6,672
-
-
-
-
-
6,672
Benefits
in Kind
£
-
825
-
-
-
-
-
825
Total
£
168,334
66,777
5,000
25,000
-
25,000
21,875
311,986
1.
2.
T Irish was paid consultancy fees through an agreement with Pembrokeshire Retreats Limited.
P Prince was paid consultancy fees through an agreement with NAM Financial.
During the year, retirement benefits under money purchase pension schemes were accruing to 1 director (2020:
1)
The value of all elements of remuneration received by each Director in the prior year was as follows:
Year ended 31 May 2020
Salary
Fees
Pension
£
£
£
Executive Directors
T Oakley (including £40,000 performance bonus)
L Melvin
A Riddell (1 June 2019 - 29 August 2019)(1)
170,000
59,240
-
-
-
8,500
-
6,671
-
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
Benefits
in Kind
£
Total
£
-
711
-
170,000
66,622
8,500
48
Notes to the Financial Statements (continued)
8.
Directors and employees (continued)
30,000
Non-Executive Directors
-
R Shaw (appointed 29 August 2019)
T Irish(2)
-
-
S Sturge
-
A Riddell (29 August - 18 November
2019)(1)
A Denning (appointed 3 February 2020)
Total
25,000
-
10,168
8,333
52,001
-
6,671
259,240
-
-
-
-
-
-
-
-
30,000
25,000
-
10,168
-
711
8,333
318,623
1.
2.
A Riddell was paid consultancy fees through an agreement with AJR & Associates limited.
T Irish was paid consultancy fees through an agreement with Pembrokeshire Retreats Limited.
During the year, retirement benefits under money purchase pension schemes were accruing to 1 director
(2019: 2)
The following share options were outstanding as at 31 May 2021 for the Directors. Further information is
provided in Note 18.
R Shaw
L Melvin
T. Oakley
S Sturge
9.
Taxation on loss
(a)
The tax credit for the year:
UK Corporation tax
Current tax credit
Adjustments in respect of prior periods
(b)
Tax reconciliation
Loss before tax
Loss at the standard rate of corporation tax in the UK of
19% (2018 – 19%)
Effects of:
Fixed asset differences
Expenses non-deductible for tax purposes
Other permanent differences
Additional deduction for R&D expenditure
Surrender of tax losses for R & D tax credit refund
Adjustments to tax charge in respect of previous periods
Deferred tax not recognised
Adjusting opening and closing deferred tax to average
rate
Tax charge for the year
2021
Number
2020
Number
7,800,000
4,300,000
22,830,829
2,500,000
7,800,000
4,300,000
9,332,081
2.500,000
2021
£
2020
£
(439,589)
(327,000)
(439,589)
(744)
(440,333)
(327,000)
-
(327,000)
(2,059,846)
(1,414,457)
(391,371)
(268,747)
(5,872)
37,558
118
(325,572)
136,424
(744)
332,069
(222,943)
-
8,916
-
(242,737)
102,458
-
128,605
(55,495)
(440,333)
(327,000)
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
49
Notes to the Financial Statements (continued)
9.
Taxation on loss (continued)
(c)
Factors which may affect future tax charges
In view of the tax losses carried forward there is a deferred tax amount of approximately £928,928
(2020: £596,000) which has not been recognised in these Financial Statements. This contingent
asset will be realised when the Group makes sufficient taxable profits in the relevant company.
(d) Deferred tax – company
In view of the tax losses carried forward there is a deferred tax amount of approximately £838,906
(2020: £584,000) which has not been recognised in these Financial Statements. This contingent
asset will be realised when the Company makes sufficient taxable profits.
10.
Results of Feedback Plc
As permitted by Section 408 of the Companies Act 2006, the income and expenditure account of the parent
company is not presented as part of these financial statements. The Company’s loss for the financial year is
£437,373 (2020: £1,906,671)
11.
Loss per share
.
Basic loss per share is calculated by reference to the loss on ordinary activities after taxation of £1,619,513 (2020:
£1,087,457) and on the weighted average of 1,023,499,123 (2020: 498,854,027) shares in issue.
Net loss attributable to ordinary
equity holders
Weighted average number of ordinary
shares for basic earnings per share
Effect of dilution:
Share Options
Warrants
Weighted average number of
ordinary shares adjusted for the
effect of dilution
Loss per share (pence)
Basic
Diluted
2021
£
2020
£
(1,619,513)
(1,087,457)
2021
2020
1,023,499,123
498,854,027
-
-
1,023,499,123
-
-
498,854,027
(0.16)
(0.16)
(0.22)
(0.22)
There is no dilutive effect of the share options and warrants as the dilution would be negative.
12.
Investments
Company
Cost
Share in
Group
undertakings
£
Shares in
joint venture
Total
£
£
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
50
Notes to the Financial Statements (continued)
12.
Investments (continued)
At 31 May 2019
Addition (see note below)
At 31 May 2020
2,334,455
46,000
2,380,455
1,000
-
1,000
2,335,455
46,000
2,381,455
Addition (see note below)
59,913
-
59,913
As at 31 May 2021
2,440,368
1,000
2,441,368
Provision for impairment
At 31 May 2019
2,334,455
1,000
2,334,455
Additional impairment included in operating expenses
(see note below)
46,000
46,000
At 31 May 2020
2,380,455
1,000
2,381,455
Additional impairment included in operating expenses
(see note below)
At 31 May 2021
59,913
2,440,368
-
1,000
59,913
2,441,368
Net Book Value
At 31 May 2021
At 31 May 2020
All of the above investments are unlisted
-
-
-
-
-
-
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. The additions in the current and prior year are related to options in
Feedback Medical Limited which would be satisfied with Feedback Plc shares if/when they are exercised
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
incorporation and
operation
Proportion of Shares held
Feedback Black Box
Company Limited
Dormant
England
Brickshield Limited
Dormant
England
Bleepa Limited
Dormant
England
Feedback Medical
Limited
Medical Imaging
England
100%
Ordinary £1
100%
Ordinary £1
100%
Ordinary £2
100%
A Ordinary £1
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
51
Notes to the Financial Statements (continued)
12.
Investments (continued)
TexRAD Limited
Medical Imaging
England
100% B Ordinary 1p
100%
Ordinary 1p
TexRAD Limited is owned 100% by virtue of a direct holding by Feedback plc of 91% and an indirect holding
via Feedback Medical Ltd of 9%.
All the subsidiary companies have been included in these consolidated financial statements. Each subsidiary’s
registered office is Health Foundry, Canterbury House, 1 Royal Street, London SE1 7LL.
13.
Property, plant and equipment
Group
Cost
At 31 May 2019
Additions
At 31 May 2020
Additions
As 31 May 2021
Depreciation
At 31 May 2019
Charge for the year
At 31 May 2020
Charge for the year
At 31 May 2021
Net Book Value
At 31 May 2021
At 31 May 2020
Computer
Equipment
£
23,233
7,189
30,422
16,083
46,505
17,062
1,530
18,592
14,140
32,732
13,773
11,830
Total
£
23,233
7,189
30,422
16,083
46,505
17,062
1,530
18,592
14,140
32,732
13,773
11,830
14.
Intangible assets
Group
Cost
Software
development
£
Customer
relationships
£
Intellectual
Property
£
Goodwill
Total
£
£
At 31 May 2019
1,038,070
100,000
154,420
271,415
1,563,905
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
52
Notes to the Financial Statements (continued)
14.
Intangible assets (continued)
Additions
Re-class
At 31 May 2020
Additions
Re-class
At 31 May 2021
Amortisation
At 31 May 2019
Impairment
charge
Amortisation
charge for year
At 31 May 2020
Impairment
charge
Amortisation
charge for year
865,035
(22,000)
1,881,105
1,419,472
(30,904)
3,269,673
-
-
100,000
-
-
100,000
10,915
22,000
187,335
-
30,904
218,239
-
-
271,415
-
-
271,415
875,950
-
2,439,855
1,419,472
3,859,327
645,516
100,000
97,477
271,415
1,114,408
-
-
-
-
645,516
-
100,000
-
-
28,663
126,140
-
-
-
-
28,663
271,415
-
1,143,071
-
-
-
34,615
-
34,615
At 31 May 2021
645,516
100,000
160,755
271,415
1,177,686
Net Book Value
At 31 May 2021
At 31 May 2020
15.
Trade and other receivables
2,624,157
1,235,589
-
-
57,484
61,195
-
-
2,681,641
1,296,784
Amounts falling due within one year
Trade receivables
Other receivables
Prepayments
16.
Trade and other payables
Amounts falling due within one year
Trade payables
Other payables
Other taxes and social security
Accruals
Contract liabilities
Group
2021
£
26,946
65,263
45,833
138,042
2020
£
99,560
7,648
22,669
129,877
Company
2021
£
-
65,209
34,697
99,906
2020
£
-
7,648
19,890
27,538
Group
2021
£
197,340
39,575
22,645
174,151
115,125
548,836
2020
£
119,424
8,490
165,667
135,101
290,107
718,789
Company
2021
£
491
-
13,701
51,317
-
65,509
2020
£
20,227
6,672
52,082
50,534
-
129,515
Amounts falling due after one year
Contract liabilities
3,993
9,884
-
-
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
53
Notes to the Financial Statements (continued)
16.
Trade and other payables (continued)
Neither the Group or the Company have any borrowings and so there are no changes in liabilities arising from
financing activities.
17.
Financial instruments
The Group’s overall risk management programme seeks to minimise potential adverse effects on the Group’s
financial performance.
The Group’s financial instruments comprise cash and cash equivalents and various items such as trade payables
and receivables that arise directly from its operations. The Group is exposed through its operations to the
following financial risks:
• Credit risk
•
•
• Cash flow interest rate risk
• Reliance on one major customer
Foreign currency risk
Liquidity risk
Fair value Hierarchy
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by
valuation technique:
•
•
•
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities
Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value are
observable, either directly or indirectly
Level 3: techniques that use inputs that have a significant effect on the recorded fair value that are not
based on observable market data
The share options and warrants issued by the group during the current year and prior years were valued under
level three above as noted in note 18 below.
In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments.
This note describes the Group’s objectives, policies and processes for managing those risks. Further quantitative
information in respect of these risks is presented throughout these financial statements.
There have been no substantive changes in the Group’s exposure to financial instrument risks and consequently
the objectives, policies and processes are unchanged from the previous period.
The Board has overall responsibility for the determination of the Group’s risk management policies. The objective
of the Board is to set policies that seek to reduce the risk as far as possible without unduly affecting the Group’s
competitiveness and effectiveness. Further details of these policies are set out below:
Credit risk
The Group is exposed to credit risk primarily on its trade receivables, which are spread over a range of countries,
a factor that helps to dilute the concentration of the risk. Group policy, implemented locally, is to assess the credit
risk of each new customer before entering into binding contracts. Each customer account is then reviewed on an
ongoing basis (at least once a year) based on available information and payment history.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime
expected credit loss allowance for all trade receivables. The provision for credit losses on trade receivables is
based on an expected credit loss model that calculates the expected loss applicable to the receivable balance
over its lifetime.
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
54
Notes to the Financial Statements (continued)
17.
Financial instruments (continued)
Each debt was reviewed in detail, reviewing correspondence and customer engagement and a view was taken on
which debts should be provided for and which debts should be realised. No additional allowance for expected
credit losses has been recognised during the year (2020: £18,000), due to the Group’s customers primarily being
the NHS, for which the risk of default has been assessed to be immaterial.
The Group holds no collateral. It has a minimal risk policy with funds held following fund raises so it holds the
cash with mainstream UK banks.
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to
credit risk at the reporting date is:
Financial assets held at amortised cost
Trade and other receivables
Loans to subsidiary companies
Cash and cash equivalents
Analysis of trade receivables
Group
Company
2021
£
138,042
-
2,220,862
2,358,904
2020
£
129,877
-
732,650
862,527
2021
£
99,906
2,998,240
2,020,688
5,118,834
2020
£
27,538
-
473,809
501,347
Group
2021
2020
Company
2021
2020
Total
£
26,946
99,560
Current
£
30 days
past due
£
60 days
past due
£
90 days
past due
£
-
4,959
26,946
-
-
22,513
-
72,088
-
-
-
-
-
-
-
-
-
-
Foreign currency risk
Foreign exchange transaction risk arises when the Group enters into transactions denominated in a currency
other than the functional currency. Foreign currency amounts generated from trading are converted back to
sterling and required foreign currency amounts for suppliers will be converted from sterling and the use of
forward currency contracts is considered. However, the Group does not currently use any forward contracts.
The Group’s main foreign currency risk is the short-term risk associated with accounts receivable and payable
denominated in currencies that are not the subsidiaries’ functional currency. The risk arises on the difference in
the exchange rate between the time invoices were raised/received and the time invoices were settled/paid.
The following table shows the net assets, stated in pounds sterling, exposed to exchange rate risk that the Group
and Company had at 31 May 2021
Trade Receivables
Group
2021
£
2020
£
26,946 99,560
Company
2021
£
-
2020
£
-
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
55
Notes to the Financial Statements (continued)
17.
Financial instruments (continued)
As at 31 May 2021 £10,557 of Feedback Medical’s net trade receivables are denominated in foreign currency. A
5% increase/fall in exchange rates would lead to a profit/loss of £503. The foreign currencies are US dollars and
Euros. The Directors do not generally consider it necessary to enter into derivative financial instruments to
manage the exchange risk arising from its operations, but from time to time where the Directors consider foreign
currencies are weak and it is known that there would be a requirement to purchase those currencies, forward
arrangements may be entered into. There were no outstanding forward currency arrangements as at 31 May
2021 or at 31 May 2020.
Liquidity risk
Cash flow forecasting is performed for both the Group and in the operating entities of the Group. Rolling forecasts
of the Group’s liquidity requirements are monitored to ensure it has sufficient cash to meet operational needs.
Financial liabilities measured at amortised cost
Trade and other payables
Group
2021
£
236,915
2020
£
127,914
Company
2021
2020
491
26,899
The following are maturities of financial liabilities, including estimated contracted interest payments.
Group
2021
2020
Company
2021
2020
Carrying amount
£
Contractual cash
flow
£
6 months or less
£
236,915
127,914
491
26,899
236,915
127,914
491
26,899
236,915
127,914
491
26,899
Cash flow interest rate risk
The Group presently has no substantial interest rate risk exposure.
Capital under management
The Group considers its capital to comprise its ordinary share capital, share premium, capital reserve, and
accumulated retained earnings.
The Group’s objectives when managing the capital are:
● To safeguard the Group’s ability to remain a going concern.
● To maximise returns for shareholders in order to meet capital requirements and appropriately adjust the
capital structure, the Group may issue new shares, dispose of assets to pay down debt, return capital to
shareholders and vary dividend payments.
There have been no changes to the group’s capital management objectives in the year, and there have been no
changes to the group’s exposure to financial instrument risk in the year.
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
56
Notes to the Financial Statements (continued)
18.
Share capital and reserves
Allotted, called up and fully paid ordinary
shares of 0.25 pence each:
As at start of period (01 June)
Issued during year
As at end of period (31 May)
Share Options
Number
539,949,917
526,981,769
1,066,931,686
Number
373,283,250
166,666,667
539,949,917
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.
During the year, the Company had the following share options in issue:
Grant Date
21 May 14(1)
21 May 14(1)
21 May 14(1)
26 June 18(2)
26 June 18(3)
26 June 18(3)
09 April 19(2)
23 April 20(4)
06 August 20(5)
No. options
as at 31 May
2020
(restated)
2,400,000
4,000,000
4,000,000
2,500,000
2,800,000
2,800,000
9,332,081
19,000,000
-
46,382,081
Granted in
year
Lapsed in
year
No. options
as at 31 May
2021
Exercise
price
(pence)
Exercisable period
-
-
-
-
-
-
-
1,500,000
-
1,500,000
2,400,000
4,000,000
4,000,000
2,500,000
2,800,000
2,800,000
9,332,081
17,500,000
13,498,748
58,830,829
13,498,748
13,948,748
1.25
3.00
5.00
1.86
1.86
1.86
1.09
1.20
1.20
21 May 15 - 19 May 24
21 May 15 - 19 May 24
21 May 15 - 19 May 24
26 June 18 – 26 June 28
01 March 19 – 26 June 28
01 March 19 – 26 June 28
09 April 19 – 09 April 29
01 June 20 – 24 April 30
06 August 20 – 06 August 30
1. Options vest in full on the anniversary of the date of grant
2. Options vest immediately upon date of grant.
3. Options vest in full on 01 March 19.
4. Options vest over three years as to one-third on 01 June 20, one-third on 01 June 21, and one-third on 01 June 22
5. Options vest over three years as to one-third on 06 August 20, one-third on 06 August 21, and one-third on 06 August 22
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
57
Notes to the Financial Statements (continued)
18. Share Capital and Reserves (continued)
Share options are valued using the Black-Scholes option pricing model and no performance conditions are
included in the fair value calculations.
For the options granted on 23 April 2020, the following assumptions were made for valuation purposes:
• Risk-free rate: 0.29% based on the ten-year UK gilt
• Expected volatility: 124.32% based on annualised daily historical volatility
• Option period: Ten years
• Estimated fair value of each option at measurement date: £0.01
For the options granted on 6 August 2020, the following assumptions were made for valuation purposes:
• Risk-free rate: 0.21% based on the ten-year UK gilt
• Expected volatility: 48.22% based on annualised daily historical volatility
• Option period: Ten years
• Estimated fair value of each option at measurement date: £0.01
The following table illustrates the number and weighted average exercise prices of, and movements in, share
options during the year:
Number
2021
2020
46,832,081
13,498,748
1,500,000
58,830,829
34,632,081
19,000,000
6,800,000
46,832,081
Weighted average
exercise price
2021
Pence
1.77
1.20
1.20
1.66
2020
Pence
2.10
1.20
1.86
1.77
Outstanding at 01 June
Granted in year
Lapsed in year
Outstanding at 31 May
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.
Number of warrants
At 31 May
2020
Granted
Exercised
At 31 May
2021
Exercise
price
(pence)
Exercisable period
4,200,000
18,200,000
22,400,000
-
-
-
-
-
-
4,200,000
18,200,000
22,400,000
1.25
3.00
19/05/16 to 19/05/24
19/05/17 to 19/05/24
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
Translation reserve
• Reserve on consolidation of subsidiaries
• Gains and losses on the translation of overseas operations
into GBP
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
58
Notes to the Financial Statements (continued)
Share capital and reserves (continued)
18.
Retained earnings
Share Option Reserve
19.
Pensions
• All other net gains and losses and transactions with owners
not recognised elsewhere
Fair value of share options issued
•
The Company operated a defined contribution scheme during the year and the assets of the scheme are held
separately from those of the Group in an independently administered fund. The pension cost represents
contributions payable and amounted to £108,796 (2020: £81,499). A balance of £9,660 (2020: £8,491) was
payable at the year end.
20.
Related party transactions
Key management personnel
Refer to note 8 for detail on directors’ remuneration.
The Directors interests in shares of the Company are contained in the Directors’ Report
21.
Post balance sheet events
On 2 November 2021, the Company announced an accelerated bookbuild to raise a minimum of £10 million
(before expenses) with closing of the placing expected on the same day. Subject to closing, the placing is
conditional on shareholder approval at the forthcoming Annual General Meeting.
22.
Ultimate controlling party
There is no ultimate controlling party.
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
59
Company Information
Directors
Secretary
Registered Office
Prof R Shaw
Dr T Oakley
L Melvin
A Denning
Prof T N Irish
P Prince (appointed 15 July 2020)
S Sturge (resigned 30 June 2021)
L Melvin
The Health Foundry
Canterbury House
1 Royal Street
London
SE1 7LL
Registered Number
00598696
Auditors
Nominated Adviser and Sole Broker
Bankers
Registrars
Price Bailey LLP
Tennyson House
Cambridge Business Park
Cambridge
CB4 0WZ
Panmure (UK) Gordon Limited
One New Change
London
EC4M 9AF
NatWest
Conqueror House
Vision Park
Cambridge
CB24 9NL
Share Registrars Limited
The Courtyard
17 West Street
Farnham
Surrey
GU9 7DR
Feedback PLC
Annual report and accounts for the year ended 31 May 2021
60
The Health Foundry, Canterbury House,
1 Royal Street, London SE1 7LL
www.fbk.com