Annual Report and Accounts 2006 - Optos
Annual Report and Accounts 2006 - Optos
Annual Report and Accounts 2006 - Optos
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Revolutionising eye care<br />
helping save sight <strong>and</strong> save lives<br />
<strong>Optos</strong> plc<br />
<strong>Annual</strong> <strong>Report</strong> <strong>and</strong> <strong>Accounts</strong> <strong>2006</strong>
Who we are:<br />
<strong>Optos</strong> plc is a leading <strong>and</strong> rapidly growing medical technology<br />
company.<br />
What we do:<br />
<strong>Optos</strong> designs, develops, manufactures <strong>and</strong> markets devices that<br />
image the retina, the light-sensitive area at the back of the eye.<br />
<strong>Optos</strong>’ platform technology is the Panoramic200 Scanning Laser<br />
Ophthalmoscope device – known as the P200. In a quarter of a<br />
second, the P200 device produces a high-resolution image of up<br />
to 200 degrees or approximately 82% of the retina in a single capture.<br />
The image – br<strong>and</strong>ed the optomap® Retinal Exam – provides<br />
healthcare practitioners with clinically useful information that<br />
facilitates the early detection of disorders <strong>and</strong> diseases evidenced<br />
in the retina, such as glaucoma, diabetic retinopathy <strong>and</strong> age-related<br />
macular degeneration. Retinal imaging can also indicate evidence<br />
of non-eye or systemic diseases such as diabetes, hypertension<br />
<strong>and</strong> certain cancers. <strong>Optos</strong>’ technology provides an unequalled<br />
combination of wide-field retinal imaging, speed <strong>and</strong> convenience<br />
for both practitioner <strong>and</strong> patient, <strong>and</strong> can help save sight <strong>and</strong> save<br />
lives.<br />
<strong>Optos</strong> estimates that it is targeting a recurring US$2 billion market<br />
opportunity.<br />
Where we operate:<br />
<strong>Optos</strong> plc is headquartered in Dunfermline, Scotl<strong>and</strong>, with<br />
operations in North America <strong>and</strong> Europe, currently the United States,<br />
Canada, the UK <strong>and</strong> Germany.<br />
Contents<br />
Highlights 01<br />
The History of <strong>Optos</strong> 02<br />
A Closer Look at <strong>Optos</strong> 04<br />
optomap® Retinal Exam 06<br />
Chairman’s Statement 08<br />
Operational <strong>and</strong> Financial Review 10<br />
Board of Directors 18<br />
Corporate Governance 20<br />
Corporate Social Responsibility 24<br />
Directors’ Remuneration <strong>Report</strong> 25<br />
Directors’ <strong>Report</strong> 32<br />
Statement of Directors’ Responsibilities 34<br />
Independent Auditors’ <strong>Report</strong> 35<br />
Consolidated Income Statement 36<br />
Consolidated Balance Sheet 37<br />
Consolidated Statement of Changes in Equity 38<br />
Consolidated Cash Flow Statement 39<br />
Notes to the Consolidated Financial Statements 40<br />
Independent Auditors’ <strong>Report</strong> (Company) 64<br />
Company Balance Sheet 65<br />
Notes to the Company Financial Statements 66<br />
Glossary of Terms 74
Highlights<br />
<br />
Year ended Year ended<br />
30 Sept <strong>2006</strong> 30 Sept 2005 Change<br />
$m $m %<br />
Revenue 67.7 48.4 40%<br />
Operating profit before share-based payments 6.5 4.5 46%<br />
Operating profit after share-based payments 4.3 3.3 32%<br />
Loss before tax (1.1) (2.6)<br />
Profit/(loss) after tax 10.8 (2.2)<br />
Cash flow from operating activities 26.7 16.8 59%<br />
EPS (basic) $0.18 $(0.05)<br />
40%<br />
increase in revenue to $67.7 million<br />
46%<br />
increase in operating profit before<br />
share-based payments<br />
58%<br />
reduction in loss before tax <br />
to $1.1 million for the year<br />
“Our operational progress is firmly reflected in our<br />
financial performance <strong>and</strong> I am very pleased to<br />
report a strong set of results, with revenues up<br />
40% to $67.7 million for the year.”<br />
Dr John Padfield, Chairman<br />
Revenue $m<br />
06<br />
05<br />
04 29.8<br />
03 14.3<br />
Installed base of P200 devices<br />
06<br />
05<br />
04 1,368<br />
03 657<br />
Number of optomap® Retinal Exams<br />
06<br />
05<br />
04 1.6m<br />
48.4<br />
2,009<br />
2.5m<br />
67.7<br />
2,593<br />
3.4m<br />
Solid financial performance<br />
> 40% increase in revenue<br />
to $67.7 million<br />
> 58% reduction in loss before<br />
tax to $1.1 million for the year<br />
> $1.5 million profit before tax in<br />
the second half of the year<br />
> Lower borrowing margin for<br />
vendor financing agreed<br />
Strong operational progress on<br />
key performance indicators<br />
> 29% increase in installed<br />
base of P200 devices to 2,593,<br />
up from 2,009 in 2005<br />
> 34% increase in retinal exams<br />
to 3.4 million, up from<br />
2.5 million in 2005<br />
> 89% contract renewal rate,<br />
consistent with 2005 renewal rate<br />
Excellent performance<br />
in North America<br />
> 41% increase in revenue<br />
to $64.7 million, up from<br />
$46.0 million in 2005<br />
> 29% increase in installed<br />
base of P200 devices to 2,475,<br />
up from 1,925 in 2005<br />
> National <strong>Accounts</strong> Group<br />
established to target corporate<br />
optical retail chains, with<br />
encouraging initial success<br />
within LensCrafters Inc., Pearle<br />
Vision <strong>and</strong> OptiCare Eye<br />
Health & Vision Centers Inc.<br />
European operations<br />
performing to plan<br />
> 24% increase in revenue<br />
to $3.0 million, up from<br />
$2.4 million in 2005<br />
> 40% increase in installed<br />
base of P200 devices to<br />
118, up from 84 in 2005<br />
> 15% increase in UK installed<br />
base to 77, up from 67 in 2005<br />
> 141% increase in German installed<br />
base to 41, up from 17 in 2005<br />
> Strengthened German market<br />
infrastructure with new office <strong>and</strong><br />
appointment of Managing Director<br />
03 0.8m<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
The History of <strong>Optos</strong><br />
from foundation to flotation<br />
1992 - <strong>2006</strong><br />
<strong>Optos</strong> was founded by Douglas Anderson<br />
after his then five-year-old son went blind<br />
in one eye when a retinal detachment was<br />
detected too late.<br />
Although his son was having regular eye exams,<br />
routine exams were uncomfortable, especially for<br />
a child, which made it impossible for the doctor to<br />
conduct a complete exam <strong>and</strong> view the entire retina.<br />
Anderson set out to commercialise a patient-friendly<br />
retinal exam that encompassed a digital wide-field<br />
image of the retina in a single capture, without the<br />
need for dilation. Leading up to the Company’s initial<br />
public offering in February <strong>2006</strong>, <strong>Optos</strong> had raised<br />
approximately $54 million in equity, primarily from<br />
a group of long-st<strong>and</strong>ing <strong>and</strong> highly supportive<br />
Scottish-based investors.<br />
1992<br />
Douglas Anderson (right) <strong>and</strong> son.<br />
2001<br />
> $1.8 million in revenue<br />
> 79 – installed base of P200 devices<br />
> 0.1 million optomap® Retinal Exams performed<br />
2002<br />
> $5.4 million in revenue<br />
> 278 – installed base<br />
of P200 devices<br />
> 0.3 million optomap®<br />
Retinal Exams performed<br />
1998<br />
> Clinical trials began<br />
1999<br />
> The Panoramic200 Scanning Laser<br />
Ophthalmoscope (P200) received<br />
FDA 510k clearance to market in<br />
the USA <strong>and</strong> European CE marking<br />
2000<br />
> USA/UK – commercial launch<br />
> First optomap® Retinal Exam performed<br />
> $0.3 million in revenue<br />
> 22 – installed base of P200 devices<br />
2003<br />
> Canada – commercial launch<br />
> $14.3 million in revenue<br />
> $15.2 million in<br />
operating losses<br />
> 657 – installed base<br />
of P200 devices<br />
> 0.8 million optomap®<br />
Retinal Exams performed<br />
> UK Tech Track 100<br />
– Fastest Growing<br />
Technology Company<br />
<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
2004<br />
> Germany – commercial launch<br />
> $29.8 million in revenue<br />
> 1,368 – installed base<br />
of P200 devices<br />
> 1.6 million optomap® Retinal<br />
Exams performed<br />
The Royal Academy of Engineering<br />
recipients include Rolls Royce, IBM,<br />
BP <strong>and</strong> CSR. In addition to <strong>Optos</strong><br />
plc, the <strong>2006</strong> finalists also included<br />
Airbus UK, Brinker Technology<br />
Ltd <strong>and</strong> Davy Process Technology<br />
Limited.<br />
2005<br />
><br />
><br />
><br />
><br />
><br />
European CE marking for<br />
the P200MA device<br />
$48.4 million in revenue<br />
$2.0 million in operating profit<br />
2,009 – installed base<br />
of P200 devices<br />
2.5 million optomap® Retinal<br />
Exams performed<br />
<strong>2006</strong><br />
David Cairns, Chief Technology Officer;<br />
Alastair Atkinson, Global Product<br />
Director; <strong>and</strong> Douglas Anderson,<br />
Founder, with the MacRobert Award<br />
that was presented to them by<br />
HRH Prince Phillip at Buckingham<br />
Palace in June <strong>2006</strong>.<br />
The MacRobert Award recognises<br />
the important role of engineers<br />
<strong>and</strong> engineering in wealth creation,<br />
national prosperity <strong>and</strong> international<br />
prestige. It is awarded annually by<br />
The Royal Academy Engineering<br />
for demonstrated excellence<br />
in innovation, contribution to<br />
community <strong>and</strong> proven commercial<br />
success. Previous MacRobert Award<br />
“<strong>Optos</strong> is a worthy winner <strong>and</strong><br />
embodies the true spirit of the<br />
MacRobert Award. Beginning<br />
with a brilliant innovatory<br />
concept, <strong>Optos</strong> has developed a<br />
revolutionary diagnostic device by<br />
dint of eight years determination,<br />
creativity <strong>and</strong> perseverance in<br />
solving the formidable technical<br />
problems they met on the way,”<br />
said Dr Robin Paul, Chairman of the<br />
judging panel for the MacRobert<br />
Award. “In the years to come, many<br />
people will owe their sight to the<br />
timely use of this outst<strong>and</strong>ing<br />
example of clinical engineering.”<br />
World Economic Forum<br />
<strong>2006</strong><br />
><br />
><br />
><br />
><br />
><br />
><br />
><br />
><br />
><br />
><br />
><br />
><br />
Admission to the Official List<br />
<strong>and</strong> to trading on the London<br />
Stock Exchange Main Market<br />
FDA 510k clearance to market<br />
for the P200MA device<br />
$67.7 million in revenue<br />
$6.5 million in operating profit<br />
(before share-based payments)<br />
$1.5 million EBT positive in H2’06<br />
$26.7 million cash flow<br />
from operations<br />
Losses before tax reduced by 58%<br />
to $1.1 million for the full year<br />
2,593 – installed base of P200 devices<br />
3.4 million optomap® Retinal<br />
Exams performed<br />
World Economic Forum – <strong>2006</strong><br />
Technology Pioneer<br />
<strong>2006</strong> MacRobert Award for<br />
Innovation in Engineering from<br />
The Royal Academy of Engineering<br />
Scottish Deals <strong>and</strong> Dealmakers<br />
<strong>2006</strong> Flotation of the Year Award<br />
In December 2005, the World<br />
Economic Forum named <strong>Optos</strong> as<br />
one of 10 companies worldwide<br />
as a Technology Pioneer for <strong>2006</strong><br />
in the Biotechnology <strong>and</strong> Health<br />
category. A total of 97 companies<br />
were nominated in the fields of<br />
Biotechnology <strong>and</strong> Health, Energy<br />
<strong>and</strong> Information Technology. To<br />
be selected, the World Economic<br />
Forum states that a company<br />
must be innovative, its technology<br />
proven, have the potential for<br />
long-term impact on business<br />
<strong>and</strong> society, show signs of being<br />
a market leader <strong>and</strong> demonstrate<br />
visionary leadership.<br />
“The creative innovations<br />
produced by our Technology<br />
Pioneers hold the promise of<br />
significantly affecting the way<br />
business <strong>and</strong> society operate”, said<br />
Peter Torreele, Managing Director<br />
of the World Economic Forum.<br />
“As a global knowledge hub,<br />
we see the Technology Pioneer<br />
community as key contributors to<br />
this dialogue <strong>and</strong> to the mission of<br />
the World Economic Forum.”<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
A Closer Look at <strong>Optos</strong><br />
where we are, what we do <strong>and</strong> how we do it<br />
Strategy: <strong>Optos</strong> is focused on four strategic goals.<br />
1 2<br />
clarifying<br />
Deepening Penetration in Existing Markets<br />
The Company intends to increase market penetration in its<br />
existing markets by winning new customers <strong>and</strong> increasing<br />
the number of installed P200 devices within these markets,<br />
<strong>and</strong> by increasing the use of the P200 devices <strong>and</strong> the total<br />
number of optomap® Retinal Exams performed within<br />
the existing customer base. <strong>Optos</strong> intends to continue<br />
to both attract new customers through highly targeted<br />
marketing campaigns <strong>and</strong> provide value-added service to<br />
its customers.<br />
Enter into New Markets<br />
<strong>Optos</strong> intends to exp<strong>and</strong> into new, targeted geographical<br />
markets in which it believes that the fundamentals for<br />
growth are most favourable <strong>and</strong> provide for significant<br />
commercial potential. The Company currently operates in<br />
North America <strong>and</strong> Europe with operations in the United<br />
States, Canada, the UK <strong>and</strong> Germany. Pre-market evaluation<br />
is under way in France <strong>and</strong> Spain. Japan has also been<br />
identified as holding significant potential, <strong>and</strong> the Company<br />
has prepared a regulatory submission for filing <strong>and</strong> is<br />
details on timing <strong>and</strong> entry to market.<br />
Competitive Strengths:<br />
Product Differentiation<br />
Our Markets<br />
have very different characteristics<br />
“An optomap® Retinal<br />
Exam can be captured<br />
in a quarter of a second<br />
<strong>and</strong> does not require<br />
pupil dilation.”<br />
<strong>Optos</strong>’ P200 device is its proprietary medical<br />
technology device, which generates the optomap®<br />
Retinal Exam. Unlike conventional ways of looking at<br />
the retina, the P200 device provides a high-resolution<br />
ultra wide-field digital image that encompasses<br />
200 degrees or approximately 82% of the retina in a<br />
single capture. This enables the practitioner to view<br />
a substantial portion of the retina all at once <strong>and</strong><br />
facilitate the early detection of disease from the centre<br />
to the periphery of the retina. These diseases include<br />
age-related macular degeneration, diabetes, glaucoma,<br />
hypertension <strong>and</strong> certain cancers. An optomap® Retinal<br />
Exam can be captured in a quarter of a second <strong>and</strong><br />
does not require pupil dilation, whereas conventional<br />
retinal imaging methods take longer, are more<br />
invasive <strong>and</strong> less patient-friendly. The P200 device has<br />
regulatory clearance to market in North America <strong>and</strong><br />
in Europe. <strong>Optos</strong> believes that the optomap® Retinal<br />
Exam offers healthcare practitioners added diagnostic<br />
capabilities, increased medical underst<strong>and</strong>ing <strong>and</strong><br />
enhanced clinical value.<br />
North America<br />
<strong>Annual</strong> number of eye exams<br />
Total numbers of practices<br />
Number of addressable practices¹<br />
Market characteristics<br />
103m<br />
31,000<br />
20,000<br />
In the United States there<br />
is an established culture<br />
of preventative care <strong>and</strong><br />
patient payment at point of<br />
service. Comprehensive eye<br />
examinations are provided<br />
by either an optometrist or<br />
ophthalmologist <strong>and</strong> include<br />
an examination of the retina.<br />
The Company has determined<br />
that the United States holds the<br />
greatest market potential.<br />
8m<br />
2,000<br />
1,300<br />
The Canadian market is<br />
similar to that of the United<br />
States in that there is a strong<br />
emphasis on <strong>and</strong> awareness<br />
of the benefits of preventative<br />
care <strong>and</strong> wellness screening.<br />
Acceptance levels for patient<br />
payment at point of service<br />
vary in Canada. As in the<br />
United States, in Canada an<br />
eye examination is also carried<br />
out by either an optometrist<br />
or ophthalmologist.<br />
¹ Addressable market defined as practices with potential of at least 100 optomap® Retinal Exams per month.<br />
² Corresponds to private practices <strong>and</strong> does not include NHS/public health bodies.<br />
<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
3.4m<br />
optomap® Retinal Exams in <strong>2006</strong><br />
$67.7m<br />
Global revenues in <strong>2006</strong><br />
3 4<br />
training<br />
Broaden Product Offering<br />
<strong>Optos</strong> continues to invest in research <strong>and</strong> development in order<br />
to strengthen <strong>and</strong> exp<strong>and</strong> upon its existing product range,<br />
<strong>and</strong> to provide practitioners with more advanced diagnostic<br />
<strong>and</strong> disease management capabilities in the secondary <strong>and</strong><br />
medical care market. The Company’s core product – optomap®<br />
Retinal Exam – is used in preventative or primary care <strong>and</strong> is<br />
generally paid for by the patient at point of service <strong>and</strong> is not<br />
reimbursable. <strong>Optos</strong>’ two newer products – optomap® plus<br />
Medical Retinal Exam <strong>and</strong> optomap® fa Medical Procedure<br />
are aimed at the secondary care <strong>and</strong> medical markets <strong>and</strong> are<br />
intended to be reimbursable procedures covered by insurance<br />
or other third-party providers.<br />
Maintain Customer Satisfaction<br />
<strong>Optos</strong> believes that the strength of its relationships<br />
with practitioners impacts the level of revenue of each<br />
installed device <strong>and</strong> increases the likelihood of the<br />
practitioners extending their contracts beyond the initial<br />
three-year term. Increased use of the P200 device will<br />
be driven through improved technology platforms, the<br />
introduction of new products <strong>and</strong> by offering updated<br />
programmes to practitioners <strong>and</strong> their staff.<br />
Competitive Strengths:<br />
Customer Relationships<br />
“The Company believes<br />
that its ongoing, service-<br />
driven relationship with<br />
healthcare practitioners<br />
is a key strength to<br />
achieving <strong>and</strong> growing<br />
higher revenues.”<br />
21m<br />
6,500<br />
400²<br />
Routine eye examinations in<br />
the UK tend to be carried out in<br />
a retail setting by ophthalmic<br />
opticians who tend to focus<br />
more on retail sales <strong>and</strong><br />
refraction than preventative<br />
care. Accordingly, the Company<br />
estimates that there are a lower<br />
number of practitioners within<br />
the private sector than in<br />
other countries in which <strong>Optos</strong><br />
operates.<br />
28m<br />
3,500<br />
2,500²<br />
The Company believes that the<br />
German market is one of the<br />
most advanced preventative<br />
healthcare markets in Europe.<br />
The eyecare market consists<br />
entirely of ophthalmologists,<br />
largely operating in private<br />
practice. Ophthalmologists<br />
conduct primary <strong>and</strong><br />
secondary level healthcare.<br />
Europe<br />
<strong>Annual</strong> number of eye exams<br />
Total numbers of practices<br />
Number of addressable practices¹<br />
Market characteristics<br />
The Company believes that its ongoing, service-driven<br />
relationship with healthcare practitioners is a key<br />
strength to achieving <strong>and</strong> growing higher revenues.<br />
The Company enters into long-term agreements<br />
with its customers, who in turn are encouraged to<br />
offer the optomap® Retinal Exam to their patients as<br />
part of every comprehensive eye examination. The<br />
practices benefit from increased revenue through<br />
selling the optomap® Retinal Exam to patients yet<br />
incur no capital outlay. As part of its aim to increase<br />
the number of optomap® Retinal Exams performed,<br />
<strong>Optos</strong> provides the appropriate clinical, educational<br />
<strong>and</strong> marketing resources to the practitioners, as well<br />
as ongoing technical assistance. <strong>Optos</strong> also uses its<br />
software facilities to monitor daily usage of the P200<br />
device by practitioners to optimise adoption rates in<br />
their practices. This software also facilitates the review<br />
of the optomap® Retinal Exam <strong>and</strong> enables the images<br />
to be permanently recorded <strong>and</strong> documented, thereby<br />
assisting disease monitoring <strong>and</strong> patient education.<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
optomap® Retinal Exam<br />
a closer look at our products<br />
The Company’s core product is the optomap® Retinal Exam,<br />
which is produced by the P200 device <strong>and</strong> is used in primary<br />
level eyecare for the screening of eye <strong>and</strong> non-eye diseases<br />
<strong>and</strong> disorders. optomap® plus Medical Retinal Exam is also<br />
performed using the P200 <strong>and</strong> is used in secondary level care,<br />
using additional capabilities in the image capture <strong>and</strong> review<br />
process to facilitate diagnosis <strong>and</strong> documentation of previously<br />
detected pathology. optomap® fa Medical Procedure offers<br />
retinal specialists advanced diagnostic, monitoring <strong>and</strong> treatment<br />
capabilities for particular eye disorders, including diabetic<br />
retinopathy <strong>and</strong> age-related macular degeneration.<br />
Our USP<br />
Examination of the retina forms<br />
part of a comprehensive eye<br />
examination. In capturing 200<br />
degrees or approximately 82% of<br />
the retina in a single capture, <strong>Optos</strong><br />
believes that its technology plays a<br />
leading role in assisting with the early<br />
detection <strong>and</strong> diagnosis of both eye<br />
<strong>and</strong> non-eye diseases, in tracking<br />
<strong>and</strong> monitoring the development of<br />
diseases <strong>and</strong> optimising treatment<br />
plans through ongoing evaluation.<br />
This enables healthcare practitioners<br />
to deliver a higher st<strong>and</strong>ard of care<br />
to their patients, improve patient<br />
outcomes <strong>and</strong> ensure that the<br />
patient’s experience of having a<br />
retinal examination is positive <strong>and</strong><br />
educational.<br />
~5% 82%<br />
Conventional Examination<br />
<strong>Optos</strong>’ P200<br />
P200 device <strong>and</strong> the optomap® Retinal Exam<br />
Technology<br />
The patented scanning laser system<br />
developed by <strong>Optos</strong> generates<br />
a digital wide-field (200 degree<br />
internal angle) image of the retina.<br />
<strong>Optos</strong>’ P200 device uses this unique<br />
imaging system to create a ‘virtual<br />
scanning point’ inside the patient’s<br />
eye, <strong>and</strong> has the following features<br />
which are not offered in their entirety<br />
by conventional methods of retinal<br />
examination:<br />
• wide-field – approximately 82%<br />
of the patient’s retina is captured<br />
in a single image;<br />
• rapid image capture – image capture<br />
takes a quarter of a second once the<br />
patient is positioned relative to the<br />
device;<br />
• dilation not necessary – the device<br />
is designed to be able to take an<br />
image through a 2mm aperture, <strong>and</strong><br />
therefore the decision to dilate is one<br />
taken by the practitioner as opposed<br />
to a necessity m<strong>and</strong>ated by the<br />
instrument requirements; <strong>and</strong><br />
• unaffected by most cataracts<br />
– the P200 device employs two<br />
independent low-power laser<br />
sources which operate at discrete<br />
wavelengths <strong>and</strong> are diffracted less<br />
than white light, thereby enabling<br />
more successful imaging through<br />
cataracts than with white light,<br />
which tends to scatter when it tries<br />
to penetrate the cataract.<br />
The scanning laser system combines<br />
the two low-powered lasers into a<br />
single beam that is then projected<br />
onto the patient’s retina <strong>and</strong><br />
manipulated through a 200-degree<br />
scan angle. Light reflected from the<br />
retina is then returned through the<br />
scanning system <strong>and</strong> is converted to<br />
electrical impulses by highly sensitive<br />
photo-diodes. These impulses are in<br />
turn digitised <strong>and</strong> formatted to create<br />
the image.<br />
The scanning laser system is managed<br />
by <strong>Optos</strong>’ proprietary software<br />
application suite. <strong>Optos</strong> has developed<br />
‘‘Capture Software’’ which enables<br />
the operation of the P200, including<br />
the facilitation of patient imaging.<br />
<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
Image of a healthy eye taken by the P200 device<br />
European Service Centre, Dunfermline, Scotl<strong>and</strong><br />
Our Sales Model Explained<br />
Additionally, <strong>Optos</strong> has developed<br />
‘‘Viewing Software’’ which enables<br />
the optomap® Retinal Exam to be<br />
extensively reviewed, manipulated,<br />
measured <strong>and</strong> annotated in the<br />
presence of the patient, thus<br />
enhancing the practitioner’s<br />
information <strong>and</strong> the patient’s<br />
education.<br />
<strong>Optos</strong> has also developed reporting<br />
software which provides the<br />
practitioner with information on how<br />
well the device is being utilised, as well<br />
as providing <strong>Optos</strong> with information<br />
enabling preventative maintenance<br />
to be performed on the device if<br />
necessary. Patient demographic<br />
data <strong>and</strong> disease information can be<br />
recorded during every optomap®<br />
Retinal Exam, <strong>and</strong> is capable of being<br />
collated into a useable database.<br />
The Company regularly updates this<br />
software in order to improve the ease<br />
of use of the device <strong>and</strong> to increase<br />
the quantity <strong>and</strong> quality of information<br />
which the practitioner can obtain<br />
when reviewing the optomap®<br />
Retinal Exam image.<br />
Practitioners typically enter into<br />
initial minimum three-year term,<br />
pay-per-patient agreements with the<br />
Company. These agreements enable<br />
the practitioners to use the P200<br />
device in their practices <strong>and</strong> offer<br />
the optomap® Retinal Exam to their<br />
patients. <strong>Optos</strong> receives revenues<br />
from the sale of the optomap®<br />
Retinal Exam by the practitioner to<br />
the patient, subject to a minimum<br />
monthly payment over the life of<br />
the agreement, <strong>and</strong> benefits from<br />
a recurring revenue model. The<br />
Company provides each practice<br />
with ongoing clinical, educational<br />
<strong>and</strong> marketing resources, as well<br />
as technical assistance, to support<br />
the practitioner in increasing<br />
patient throughput <strong>and</strong> maximising<br />
optomap® Retinal Exam adoption.<br />
As a result, practices benefit from<br />
an increase in their revenue whilst<br />
incurring no capital outlay <strong>and</strong> low<br />
operating expenses.<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
Chairman’s Statement<br />
Dr John M Padfield<br />
“While our financial results <strong>and</strong><br />
key performance indicators are<br />
important, they represent only<br />
part of the story. The other part<br />
is how we are differentiating<br />
ourselves.”<br />
<strong>2006</strong> was a momentous year<br />
for <strong>Optos</strong> plc. There were many<br />
highlights. Perhaps most notable<br />
was our successful flotation <strong>and</strong><br />
trading on the main market of the<br />
London Stock Exchange in February<br />
<strong>2006</strong>. Our public offering provided a<br />
natural opportunity to reflect on the<br />
substantial progress we have made<br />
in introducing our revolutionary ultra<br />
wide-field scanning laser technology<br />
to the market <strong>and</strong> commercialising the<br />
optomap® Retinal Exam in primary eye<br />
<strong>and</strong> health care. It also enabled us to<br />
look forward to new opportunities in<br />
disease management in the secondary<br />
<strong>and</strong> medical care market, <strong>and</strong> to<br />
new geographies where we believe<br />
that there is significant commercial<br />
potential.<br />
A strengthened balance sheet<br />
provided us with the resources to<br />
invest in growing the business <strong>and</strong><br />
the confidence to make a number<br />
of commitments. At the time of our<br />
initial public offering, we said that<br />
we would deepen our penetration<br />
in our existing markets, broaden<br />
our product offering, enter into new<br />
markets <strong>and</strong> maintain the highest<br />
levels of customer satisfaction. With a<br />
dedicated focus on delivering on our<br />
plan <strong>and</strong> making strategic decisions<br />
that will build for the future, we have<br />
delivered on all of these fronts. Our<br />
operational progress is firmly reflected<br />
in our financial performance <strong>and</strong> I am<br />
very pleased to report a strong set of<br />
results for the financial year ended 30<br />
September <strong>2006</strong>.<br />
Revenue was $67.7 million, up by 40%<br />
over the previous year of $48.4 million.<br />
Operating profit before share-based<br />
payments increased by 46% to $6.5<br />
million, up from $4.5 million last year.<br />
Operating profit after share-based<br />
payments increased by 32% from<br />
<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
$3.3 million to $4.3 million. Losses<br />
before tax were reduced by 58% to<br />
$1.1 million for the full year; however,<br />
the second half of the year showed<br />
the Group making the transition<br />
into profits with a profit before tax<br />
of $1.5 million. Driving the growth<br />
was an increase in our installed base<br />
of P200 devices by 584, bringing the<br />
total number of the installed base to<br />
2,593, up from 2,009 at the end of the<br />
same period last year. 2,475 of these<br />
devices are located in our core North<br />
American market. During the year, 3.4<br />
million retinal exams were performed<br />
in our existing markets, an increase<br />
of 34% over the previous financial<br />
year. Contract renewals remain a key<br />
revenue driver <strong>and</strong> continued at a<br />
strong rate for the full year at 89%,<br />
which is in line with the rate reported<br />
at our half year.<br />
While our financial results <strong>and</strong> key<br />
performance indicators are important,<br />
they represent only part of the<br />
story. The other part is how we are<br />
differentiating ourselves. By offering<br />
our customers enhanced diagnostic,<br />
monitoring <strong>and</strong> treatment capabilities,<br />
we can help them deliver a higher<br />
st<strong>and</strong>ard of care to their patients.<br />
We do this through sustainable<br />
initiatives that help healthcare<br />
practitioners improve patient<br />
outcomes <strong>and</strong> by working to ensure<br />
that the patient’s experience of having<br />
a retinal examination is positive <strong>and</strong><br />
educational.<br />
We implemented a number of<br />
initiatives during the year aimed at<br />
strengthening our existing business<br />
<strong>and</strong> our platform for future growth,<br />
including:<br />
• Offering educational workshops<br />
through our <strong>Optos</strong> Academy<br />
programme <strong>and</strong> our Retinal<br />
Exam <strong>Annual</strong> Protocol (“REAP”) to<br />
primary care practitioners to drive<br />
compliance levels in offering the<br />
optomap® Retinal Exam as part<br />
of every annual comprehensive<br />
patient examination.<br />
• Establishing a National <strong>Accounts</strong><br />
Group to focus exclusively on the<br />
opportunity within the corporate<br />
optical <strong>and</strong> eyecare chain <strong>and</strong><br />
institutional customer segments.<br />
• Introducing a new programme<br />
called Partner Visit Protocol (“PVP”)<br />
to our existing North American<br />
customer base to enhance the<br />
in-practice selling process of the<br />
optomap® Retinal Exam <strong>and</strong><br />
increase revenue per site.<br />
• Strengthening our infrastructure<br />
in Germany by opening a new<br />
office <strong>and</strong> recruiting staff with solid<br />
experience <strong>and</strong> contacts within<br />
the German ophthalmic market,<br />
continuing with our pre-market<br />
evaluation in France <strong>and</strong> Spain,<br />
<strong>and</strong> completing our regulatory<br />
submission for Japan.<br />
• Consolidating our European<br />
distribution <strong>and</strong> service centre<br />
by co-locating it with our<br />
manufacturing capability in a new<br />
facility in Scotl<strong>and</strong>.<br />
• Integrating our optomap® plus<br />
Medical Retinal Exam into our<br />
existing customer base, which<br />
allows the practitioner to clearly<br />
distinguish between the retinal<br />
health check <strong>and</strong> monitoring<br />
known retinal conditions, where<br />
the interpretation, reporting <strong>and</strong><br />
documentation of pathology<br />
is more stringent <strong>and</strong> leads to<br />
reimbursement.<br />
• Installing our new P200MA device<br />
in select retinal <strong>and</strong> medical<br />
specialist locations in the United<br />
States <strong>and</strong> Germany, <strong>and</strong> beginning<br />
clinical trials to demonstrate the<br />
clinical efficacy of our optomap® fa<br />
Medical Procedure.<br />
We believe that these initiatives will<br />
provide us with an enhanced market<br />
focus <strong>and</strong> streamlined decisionmaking<br />
as we grow our installed<br />
base of devices <strong>and</strong> integrate our<br />
technology <strong>and</strong> products deeper<br />
into primary care optometry, <strong>and</strong><br />
broaden our offering to reach into the<br />
secondary <strong>and</strong> medical care markets.<br />
Our employees underst<strong>and</strong> that<br />
continuous improvement <strong>and</strong><br />
innovation <strong>and</strong> putting the customer<br />
first are imperatives <strong>and</strong> that working<br />
to drive shareholder value is an<br />
expectation. On behalf of the Board<br />
of Directors, I would like to thank all<br />
of our employees for demonstrating<br />
exceptional commitment during<br />
the public offering process <strong>and</strong> for<br />
their part in successfully managing<br />
our growth during a year of change.<br />
Their knowledge, expertise <strong>and</strong><br />
commitment are our most valued<br />
asset <strong>and</strong> resource.<br />
We strengthened the Board during<br />
the financial year by securing the<br />
services of two experienced new<br />
Directors. Barry Rose joined the Board<br />
in December 2005. He serves as<br />
the Company’s senior independent<br />
Director <strong>and</strong> chairs the Audit<br />
Committee. Dr David Guyer joined<br />
the Board in May <strong>2006</strong> <strong>and</strong> chairs the<br />
Medical Advisory Board. The Board<br />
also recognises the contributions<br />
of Barry Sealey, Michael Rutterford,<br />
Ann Gloag <strong>and</strong> David Cairns, who<br />
stepped down from the Board before<br />
the public offering, <strong>and</strong> of Stephane<br />
Sallmard, who left the Company<br />
at the close of the financial year. In<br />
December <strong>2006</strong> we appointed Tom<br />
Butts as our Chief Executive Officer.<br />
Tom comes to <strong>Optos</strong> with a proven<br />
ability in leading top-performing<br />
teams <strong>and</strong> driving shareholder value.<br />
He has both an exceptionally strong<br />
grasp <strong>and</strong> underst<strong>and</strong>ing of the global<br />
healthcare marketplace, <strong>and</strong> extensive<br />
operating experience across North<br />
America <strong>and</strong> Europe.<br />
Over the last year, the Board has<br />
paid particular attention to ensuring<br />
the integrity of internal controls<br />
<strong>and</strong> processes, the effectiveness<br />
of compliance with external<br />
40%<br />
Increase in revenues.<br />
$67.7 million compared to <br />
$48.4 million in the previous year.<br />
32%<br />
Increase in operating profit <br />
after share-based payments.<br />
$3.3 million to $4.3 million.<br />
requirements <strong>and</strong> the leadership<br />
required to enable the Company to<br />
maximise its opportunities. The Board<br />
is highly engaged <strong>and</strong> vigilant, <strong>and</strong><br />
I would like to express my thanks to<br />
each member for their dedication <strong>and</strong><br />
contribution.<br />
Diseases at the back of the eye<br />
represent a potentially large <strong>and</strong><br />
growing market. Earlier <strong>and</strong> better<br />
detection is assuming greater<br />
importance in eye <strong>and</strong> health care.<br />
We believe that our patented scanning<br />
laser technology delivers superior<br />
retinal imaging <strong>and</strong> our operational<br />
expertise drives product quality.<br />
This offers healthcare practitioners<br />
enhanced diagnostic <strong>and</strong> clinical<br />
value. Looking ahead, we are building<br />
a significantly stronger commercial<br />
platform <strong>and</strong> are differentiating<br />
ourselves in the medical devices <strong>and</strong><br />
healthcare services sectors. We expect<br />
our success to continue in 2007, <strong>and</strong><br />
beyond.<br />
Dr John M Padfield<br />
Chairman<br />
Douglas Anderson, Founder,<br />
<strong>and</strong> HRH Prince Phillip,<br />
Buckingham Palace, June <strong>2006</strong><br />
Stephen Pemberton,<br />
Senior Design Draughtsman<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
Operational <strong>and</strong> Financial Review<br />
Allan Watson, Chief Financial Officer<br />
“North America remains the<br />
largest opportunity for the<br />
Company, <strong>and</strong> our excellent<br />
progress continued during the<br />
year with revenues up by 41%<br />
to $64.7 million.”<br />
Overview<br />
<strong>Optos</strong> had an extremely good year<br />
in <strong>2006</strong>. The proceeds from our<br />
initial public offering facilitated<br />
our successful growth strategy. We<br />
improved our operational efficiencies<br />
<strong>and</strong> delivered solid financial results.<br />
Revenue was $67.7 million, up by 40%<br />
over the previous year. Our contract<br />
renewal rate was 89%. Losses before<br />
tax were reduced by 58% to $1.1<br />
million for the full year, however, the<br />
second half of the year showed the<br />
Group making the transition into profit<br />
before tax of $1.5 million. This success<br />
is down to all of our employees, now<br />
232 strong. I would like to thank them<br />
because our accomplishments in <strong>2006</strong><br />
are a testament to their dedicated<br />
efforts.<br />
Increased Penetration<br />
in Existing Markets<br />
During the year, we deepened our<br />
penetration levels in all of our existing<br />
markets, with particularly strong<br />
returns in the primary care segment<br />
in North America. We increased the<br />
installed base of P200 devices by 584<br />
during the year. This brings the total<br />
number of the installed base to 2,593,<br />
up from 2,009 at the end of the same<br />
period last year. 2,475 of these devices<br />
are located in our core North American<br />
market. During the year, 3.4 million<br />
Retinal Exams were performed in our<br />
existing markets, up from 2.5 million<br />
in the 2005 financial year, an increase<br />
of 34%. We believe that this continued<br />
uptake demonstrates the confidence<br />
healthcare practitioners have in our<br />
technology <strong>and</strong> the optomap® Retinal<br />
Exam, <strong>and</strong> is aligned directly with their<br />
commitment to delivering state-ofthe-art,<br />
efficient <strong>and</strong> thorough patient<br />
care. Critical in attracting more <strong>and</strong><br />
more healthcare practices to enter<br />
into a contract with us <strong>and</strong> install the<br />
P200 device has been our success at<br />
demonstrating to the practitioner<br />
that the optomap® Retinal Exam is<br />
a very effective <strong>and</strong> efficient tool for<br />
improving their ability to detect <strong>and</strong><br />
diagnose disease at an earlier stage.<br />
41%<br />
Increase in revenues in North America.<br />
$59.3 million generated in the United<br />
States <strong>and</strong> $5.4 million in Canada.<br />
2,475<br />
Total installed base in North America.<br />
Up by 29% from 1,925 at the end <br />
of our last financial year.<br />
10<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
“When Ann came to see me, we carried out<br />
a routine eye test <strong>and</strong> almost everything<br />
appeared to be as it should, <strong>and</strong> she had no<br />
symptoms that would suggest there were<br />
any problems whatsoever. However, when I<br />
examined her eyes using the optomap® Retinal<br />
Exam, I immediately noticed an irregularity.”<br />
Patrick Round, First Optic Opticians<br />
Case Study 1: Brecon, UK<br />
Early detection of a retinal hole saved Ann’s sight.<br />
Ann Griffiths, a 58 year-old volunteer worker, was due for a regular eye<br />
test. She arranged to have a st<strong>and</strong>ard test at First Optic Opticians on<br />
Bethel Square with Patrick Round. Her eyes appeared to be in good<br />
health. However, when she had the optomap® Retinal Exam a previously<br />
undetected problem was discovered.<br />
“When Ann came to see me, we carried out a routine eye test <strong>and</strong> almost<br />
everything appeared to be as it should <strong>and</strong> she had no symptoms that<br />
would suggest there were any problems whatsoever. However, when I<br />
examined her eyes using the optomap® Retinal Exam, I immediately noticed<br />
an irregularity,” said Mr Round.<br />
The optomap® Retinal Exam revealed that Ann had a small hole in the retina<br />
of her right eye, which could potentially lead to a complete loss of vision<br />
<strong>and</strong> therefore required urgent surgery. First Optic immediately referred her<br />
to the Eye Hospital in Hereford <strong>and</strong> arranged for an appointment that day in<br />
order to have her eye investigated.<br />
Ann said, “When the problem was discovered I was worried at first but then<br />
I was just so relieved that it had been picked up before it led to something<br />
more serious. Patrick showed me the optomap® Retinal Exam scan of my<br />
eye <strong>and</strong> it was clear that there was a small hole which even I could see <strong>and</strong><br />
so I was keen to have it treated as soon as possible. I went straight to the<br />
hospital where I had laser treatment <strong>and</strong> remarkably I was allowed home<br />
the same day.”<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong> 11
“The optomap® Retinal Exam<br />
has helped me build my practice<br />
as well as my confidence as a<br />
practitioner.”<br />
Jacqueline Campisi, O.D., Connnecticut, USA<br />
Case Study 2: Connnecticut, USA<br />
Early detection of central nervous system Lyme disease symptoms.<br />
An asymptomatic 6 year old child presented at Dr Campisi’s office for a<br />
back-to-school eye exam. In the course of her comprehensive examination,<br />
Dr Campisi compared last year’s optomap® Retinal Exam images to this year<br />
<strong>and</strong> noticed swollen optic nerves on the current year’s optomap® Retinal<br />
Exam images. Dr Campisi referred the child to a paediatric ophthalmologist<br />
<strong>and</strong> paediatric neurologist at Children’s Hospital for a complete work-up.<br />
A CAT scan <strong>and</strong> Lumbar puncture were performed <strong>and</strong> the child was<br />
admitted. The child was diagnosed with papillitis aseptic meningitis due<br />
to Lyme disease which caused the bilateral swelling of the brain <strong>and</strong> optic<br />
nerves.<br />
Most patients are light sensitive <strong>and</strong> reflexively shut their eyes when the<br />
practitioner attempts examination with an ophthalmoscope. It is particularly<br />
difficult to achieve patient compliance with a young child <strong>and</strong> a dilated<br />
manual exam would have been extremely difficult to perform. With the<br />
optomap® Retinal Exam, however, ultra wide-field images are quickly <strong>and</strong><br />
non-invasively captured, enabling the patient, patient’s family <strong>and</strong> the<br />
doctor to interactively review the images. Because Dr Campisi recommends<br />
an annual optomap® Retinal Exam for every patient, she was able to<br />
immediately compare last year’s images to this year by placing them side<br />
by side in v2 software, which highlighted the swollen nerves.<br />
Dr Campisi remained in touch with the child’s parents <strong>and</strong> physicians<br />
during the recovery period <strong>and</strong> requested that the child return for another<br />
optomap® Retinal Exam, visual fields test <strong>and</strong> refraction in 3 to 6 months.<br />
Dr Campisi <strong>and</strong> the child’s parents credit the optomap® Retinal Exam with<br />
the early detection of Lyme disease symptoms <strong>and</strong> perhaps more acute<br />
complications from the disease later on.<br />
12<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
Operational <strong>and</strong> Financial Review<br />
continued<br />
North America<br />
North America remains the largest<br />
opportunity for the Company, <strong>and</strong> our<br />
excellent progress continued during<br />
the year. Revenues in North America<br />
grew by 41% to $64.7 million, with<br />
$59.3 million generated in the United<br />
States <strong>and</strong> $5.4 million in Canada.<br />
Primary care optometry remains our<br />
core customer target segment in<br />
North America, where we estimate<br />
that there are approximately 21,300<br />
addressable practices, of which 20,000<br />
are located in the United States. An<br />
addressable practice is one that is<br />
sufficiently clinically focused <strong>and</strong> large<br />
enough to commercially integrate the<br />
P200 device <strong>and</strong> the optomap® Retinal<br />
Exam. During the year, we installed<br />
508 new devices in the United States<br />
<strong>and</strong> closed the year with an installed<br />
base of 2,324 P200 devices. In Canada,<br />
our installed base grew by 42 to 151.<br />
Our total installed base in North<br />
America at the year end stood at 2,475,<br />
up by 29% from 1,925 at the end of our<br />
last financial year, <strong>and</strong> representing<br />
12% of the estimated addressable<br />
market.<br />
During the year, we extended our<br />
collaboration with electronic medical<br />
records providers <strong>and</strong> produced<br />
digital animations to promote the<br />
optomap® Retinal Exam. We also<br />
worked in partnership with Johnson<br />
& Johnson, Marco, Officemate <strong>and</strong><br />
Eyemaginations on an exhibit that<br />
demonstrated to practitioners<br />
ways of delivering the optimum<br />
patient experience during an eye<br />
health examination. These initiatives<br />
were well received at the major<br />
optometric <strong>and</strong> ophthalmic meetings<br />
<strong>and</strong> exhibitions during the year,<br />
including the American Academy<br />
of Ophthalmology, the American<br />
Optometric Association, the South<br />
Eastern Congress of Optometry, Vision<br />
Source <strong>and</strong> Vision Expo East <strong>and</strong> West.<br />
At each of these, we secured new<br />
customer contracts <strong>and</strong> extended the<br />
contract life of many of our existing<br />
customers.<br />
We continued to operate our <strong>Optos</strong><br />
Academy programme, which has<br />
proven popular with practitioners<br />
<strong>and</strong> practice staff at major exhibition<br />
events. These educational workshops<br />
are designed to provide attendees<br />
with updates on topics such as<br />
disease trends in primary eyecare,<br />
reimbursement guidelines <strong>and</strong> using<br />
our Retinal Exam <strong>Annual</strong> Protocol<br />
(“REAP”) to drive compliance levels,<br />
<strong>and</strong> targeted ophthalmoscopy,<br />
which is a programme we launched<br />
to explain to practitioners how they<br />
can use the optomap® Retinal Exam<br />
as the first step in every annual<br />
comprehensive examination. We<br />
believe that this type of educational<br />
support, combined with the clinical<br />
<strong>and</strong> financial benefits of having our<br />
P200 device installed in the practice,<br />
provides practitioners with compelling<br />
reasons to offer the optomap® Retinal<br />
Exam to all their patients.<br />
“Revenues in Europe grew by 24%<br />
to $3.0 million, with $2.3 million<br />
generated by our UK business <strong>and</strong><br />
$0.7 million in Germany. ”<br />
Bruce Doney, Senior Embedded Software/<br />
FPGA Engineer; Fiona Macpherson,<br />
Principal Engineer; <strong>and</strong>, Richard Moore,<br />
Senior Development Engineer.<br />
Our existing customer base in North<br />
America is comprised primarily of<br />
independently owned <strong>and</strong> operated<br />
eyecare practices. This customer group<br />
remains a priority, <strong>and</strong> the addressable<br />
market within this segment continues<br />
to hold significant potential. We<br />
have also determined that there are<br />
commercial opportunities within<br />
the corporate optical <strong>and</strong> eyecare<br />
chain customer segment. We have<br />
stepped up our efforts to capture new<br />
business from within this segment. A<br />
National <strong>Accounts</strong> Group under the<br />
leadership of a Senior Sales Director<br />
has been established, with the<br />
remit to secure additional business<br />
from within the eye-health focused<br />
corporate optometric chains, practices<br />
with multiple locations <strong>and</strong> military<br />
establishments.<br />
We signed an agreement with<br />
LensCrafters Inc., a leading US-based<br />
optical retail chain, where 60 of the<br />
optometric practices connected with<br />
the 1,200 retail locations owned by<br />
LensCrafters <strong>and</strong> its affiliates installed<br />
our P200 device. In the latter part of<br />
the year, a test-marketing television<br />
advertising campaign was launched<br />
in the Jacksonville, Florida area by<br />
Pearle Vision, a LensCrafters affiliate.<br />
This direct consumer campaign<br />
focused on presenting the Pearle<br />
Vision practitioner as a trusted eye<br />
healthcare provider, <strong>and</strong> has led<br />
to increased adoption rates of the<br />
optomap® Retinal Exam. We believe<br />
that the agreement with LensCrafters<br />
Inc. provides us with a valuable<br />
commercial platform to generate<br />
additional business from within<br />
LensCrafters <strong>and</strong> its affiliates. During<br />
the year, OptiCare Eye Health & Vision<br />
Centers Inc. installed the P200 device<br />
in each of its 18 eyecare practices in<br />
the state of Connecticut.<br />
Seven of the sixteen schools of<br />
optometry now use the P200 device<br />
<strong>and</strong> include the optomap® Retinal<br />
Exam as part of the curriculum <strong>and</strong><br />
educational training programme.<br />
Our aim is to have our P200 device in<br />
every such institution to ensure that<br />
all students entering the profession<br />
have had extensive exposure to our<br />
P200 device <strong>and</strong> the optomap®<br />
Retinal Exam during their training <strong>and</strong><br />
before being admitted to practice.<br />
In the seven existing locations, our<br />
device is being used to facilitate<br />
patient care <strong>and</strong> to assist students in<br />
the recognition of retinal conditions<br />
<strong>and</strong> abnormalities. We also advocate<br />
that the schools of optometry use<br />
the optomap® Retinal Exam as a<br />
reliable confirmation of findings<br />
24%<br />
Increase in revenues in Europe.<br />
With $2.3 million generated by our UK<br />
business <strong>and</strong> $0.7 million in Germany.<br />
118<br />
Total installed base in Europe.<br />
Up by 40% from 84 at the same<br />
time last year.<br />
when teaching the use of other<br />
methods of examining the retina using<br />
conventional manual instrumentation.<br />
This is achieved by first looking at<br />
the optomap® Retinal Exam <strong>and</strong><br />
then directing the student to find<br />
the condition using, for example, a<br />
Binocular Indirect Ophthalmoscope.<br />
This approach – which we have<br />
named Targeted Ophthalmoscopy<br />
– is recommended in all of our private<br />
practice <strong>and</strong> corporate locations as<br />
well as in the university setting.<br />
The United States is our largest country<br />
market <strong>and</strong> we believe offers the most<br />
potential for us to significantly grow<br />
our business. Accordingly, during the<br />
year, we put in place a number of<br />
initiatives designed to capitalise on the<br />
US opportunity. In the latter part of the<br />
financial year, we implemented a new<br />
programme known as Partner Visit<br />
Protocol (“PVP”), which is designed to<br />
increase practice revenue by enabling<br />
our Customer Focus Teams to work<br />
more closely with our customers to<br />
integrate the optomap® Retinal Exam<br />
deeper into their practices. Customers<br />
have welcomed this initiative <strong>and</strong> we<br />
are seeing improved revenue per site<br />
in those practices where PVP has been<br />
fully implemented.<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong> 13
practitioner in maximising patient<br />
Operational <strong>and</strong> Financial Review<br />
15%<br />
adoption rates of the optomap®<br />
continued Retinal Exam. Developing a closer<br />
working relationship with National<br />
Health Service (“NHS”) bodies<br />
continues to form part of our<br />
approach to the UK market <strong>and</strong>,<br />
during the year, development work<br />
was undertaken within the Primary<br />
Care Trust (“PCT”) network. Our aim<br />
is to assist in establishing Primary Eye<br />
Care Centres for triaging <strong>and</strong> patient<br />
management.<br />
The commercial <strong>and</strong> operational<br />
teams have been strengthened to<br />
provide us with an improved market<br />
focus, <strong>and</strong> streamlined decisionmaking<br />
for growing our installed<br />
base <strong>and</strong> integrating the optomap®<br />
Retinal Exam into both our existing<br />
<strong>and</strong> prospective customer practices.<br />
We reorganised the structure of our<br />
US organisation into two separate<br />
east <strong>and</strong> west geographic regions.<br />
These are now led respectively by<br />
a Vice-President <strong>and</strong> supported by<br />
Regional Sales <strong>and</strong> Clinical Managers<br />
tasked with maximising the sales <strong>and</strong><br />
clinical effectiveness throughout each<br />
region. We opened a new Distribution<br />
<strong>and</strong> Service Centre (“DSC”) close to our<br />
Marlborough, Massachusetts office<br />
during the year. This facility provides<br />
the space, capability <strong>and</strong> capacity to<br />
support the continued expansion of<br />
our business in North America.<br />
Europe<br />
Revenues in Europe grew by 24%<br />
to $3.0 million, with $2.3 million<br />
generated by our UK business<br />
<strong>and</strong> $0.7 million in Germany. The<br />
European marketplace has very<br />
different characteristics than its North<br />
American counterpart. In the UK, the<br />
vast majority of eye examinations<br />
are carried out in a retail setting<br />
by ophthalmic opticians who tend<br />
to focus heavily on retail sales <strong>and</strong><br />
refraction rather than on preventative<br />
care. Accordingly, we have estimated<br />
that there is a smaller addressable<br />
market of approximately 400 practices.<br />
The market in Germany is comprised<br />
entirely of ophthalmologists operating<br />
in private practice, who carry out<br />
primary as well as secondary care. We<br />
estimate that the addressable market<br />
in Germany st<strong>and</strong>s at approximately<br />
2,500 practices. Our total installed base<br />
in Europe at the close of the financial<br />
year was 118, up by 40% from 84 at the<br />
same time last year, representing over<br />
3% penetration of the addressable<br />
market.<br />
In the UK, our focus is on contracting<br />
with <strong>and</strong> retaining top-tier optician<br />
practices, <strong>and</strong>, during the year,<br />
our activities were geared to this<br />
defined customer segment. The<br />
optomap® Retinal Exam is marketed<br />
<strong>and</strong> recommended to all patients<br />
as a health-screening examination<br />
requiring patient payment at the<br />
point of service. We improved our<br />
penetration rate during the year, with<br />
our installed base growing by 15% to<br />
77, up from 67 at the same time last<br />
year. We continued to participate in<br />
continuing education conferences,<br />
<strong>and</strong> during the year, developed <strong>and</strong><br />
offered a clinical conference series,<br />
held in four locations throughout the<br />
UK (London, Glasgow, Birmingham<br />
<strong>and</strong> Manchester), with a focus on<br />
acquiring new customers. In our<br />
existing customer base, we provided<br />
ongoing clinical, educational <strong>and</strong><br />
marketing resources, as well as<br />
technical assistance to support the<br />
“At the time of our initial public<br />
offering, we identified France,<br />
Spain <strong>and</strong> Japan as holding<br />
favourable fundamentals for<br />
geographic expansion. ”<br />
Laser sources for the<br />
P200 MA device<br />
In Germany, we entered our second<br />
full year of operation <strong>and</strong> we made<br />
good progress in establishing <strong>Optos</strong><br />
as a known <strong>and</strong> credible provider<br />
in the eye <strong>and</strong> health care market.<br />
We installed 24 P200 devices during<br />
the year, bringing the total installed<br />
base to 41, an increase of 141% over<br />
the previous year. A key operating<br />
objective during the year was to<br />
strengthen our infrastructure. To<br />
this end, we opened an office in<br />
Mannheim <strong>and</strong> recruited staff with<br />
established contacts in the German<br />
ophthalmic market. We now have in<br />
place a resident Managing Director<br />
who is responsible for the day-to-day<br />
operation in Germany, <strong>and</strong> additional<br />
sales <strong>and</strong> service-focused personnel<br />
who have the know-how to deliver<br />
on our aggressive objectives in this<br />
market.<br />
Our sales <strong>and</strong> marketing efforts also<br />
grew in quantity <strong>and</strong> quality during<br />
the year. We had an effective presence<br />
at the three major national exhibitions:<br />
Deutsche Ophthalmologische<br />
Gesellschaft (“DOG”), Kongress der<br />
Deutschen Ophthalmochirurgen<br />
(“DOC”), <strong>and</strong> Augenärztliche<br />
Akademie Deutschl<strong>and</strong> (“AAD”). We<br />
also participated in joint <strong>Optos</strong>pharmaceutical<br />
marketing events <strong>and</strong><br />
initiated a local doctor-led customer<br />
awareness series, aimed at increasing<br />
awareness of our P200 device <strong>and</strong><br />
the benefits of the optomap® Retinal<br />
Exam. Satisfied customers are an<br />
excellent source for referrals <strong>and</strong> new<br />
customer leads. To ensure we continue<br />
to be responsive to the needs of our<br />
customers, we conducted our first<br />
User Meeting <strong>and</strong> launched a quarterly<br />
communications programme where<br />
doctors receive a range of materials,<br />
including German patient marketing<br />
collateral, recent clinical research from<br />
our German research site – Ludwig-<br />
Maximilians-Universitätj (“LMU”) – <strong>and</strong><br />
a broad range of templates to assist in<br />
their individual efforts to integrate the<br />
optomap® Retinal Exam deeper into<br />
their practice. Penetration in Germany<br />
stood at 2% of the addressable market<br />
at the close of the financial year, up<br />
from less than 1% at the same time<br />
last year.<br />
Increase in installed bases in the UK.<br />
A total of 77, up from 67 at the same<br />
time last year.<br />
141%<br />
Increase in installed bases in Germany.<br />
A total of 41, up from 17 at the same<br />
time last year.<br />
During the year, we designed,<br />
commissioned <strong>and</strong> built our European<br />
Service Centre to support our<br />
expansion plans in Europe in both our<br />
existing <strong>and</strong> targeted new markets.<br />
This facility provides additional<br />
manufacturing <strong>and</strong> distribution<br />
capacity. We now manufacture<br />
three modules of our P200 device<br />
<strong>and</strong> provide distribution facilities to<br />
mainl<strong>and</strong> Europe <strong>and</strong> the UK. This has<br />
enabled our manufacturing team to<br />
make significant progress in improving<br />
the quality of our output. We have<br />
brought in-house the manufacture<br />
of assemblies, which was previously<br />
outsourced, resulting in reduced costs<br />
<strong>and</strong> improved reliability.<br />
We have also taken the opportunity<br />
of training the Technical Operations<br />
team in continuous improvement,<br />
workplace organisation <strong>and</strong> lean<br />
manufacturing techniques to support<br />
the continuing development of our<br />
capabilities. Our exp<strong>and</strong>ed materials<br />
control team have established the<br />
processes supporting expansion into<br />
Europe. These new processes have<br />
also driven up inventory accuracy<br />
<strong>and</strong> have had a positive effect on<br />
the quality of our planning <strong>and</strong><br />
schedule adherence in shipping to<br />
our customers.<br />
14<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
“He is very lucky – if the<br />
melanoma had been<br />
discovered six months later,<br />
he would most probably have<br />
lost his eye.”<br />
Dr Reinhold Reimer, Elmshorn, Germany<br />
Case Study 3: Elmshorn, Germany<br />
Early detection of a melanoma with the optomap® Retinal Exam.<br />
In May 2005, a 60 year-old man presented to Dr Reimer in Elmshorn,<br />
Germany for a regular eye exam. The patient had no known prior<br />
complications <strong>and</strong> had no signs or evidence of decreased visual acuity.<br />
After the optomap® Retinal Exam, the situation was very different.<br />
The optomap® Retinal Exam showed an abnormality which<br />
Dr Reimer diagnosed as a melanoma, which was then confirmed by<br />
fluorescein angiography <strong>and</strong> sonography. Treatment with transpupil<br />
thermocoagulation was successful. In this patient case the melanoma<br />
was situated in the mid-periphery <strong>and</strong> therefore would have been<br />
difficult to detect with a routine eye examination.<br />
“The prevalence of melanoma is increasing due to the decrease of the<br />
ozone barrier <strong>and</strong> the increase of UV-lighting,” said Dr Reimer. “They are<br />
difficult to diagnose with traditional methods as they often lie in the middle<br />
<strong>and</strong> outer periphery. Thus a patient-friendly procedure like the optomap®<br />
Retinal Exam which does not require pupil dilation <strong>and</strong> which can take a<br />
wide-field image of the retina in a single capture is a great tool in detecting<br />
disease earlier.”<br />
“The two lasers in the P200 enable me to say whether the lesion lies<br />
exclusively in the retina or the choroid. I can then make a certain<br />
differentiation between a naevus <strong>and</strong> melanoma <strong>and</strong> appropriately<br />
determine next steps - this is a great advantage of the procedure,” said<br />
Dr Reimer. “He is very lucky - if the melanoma had been discovered six<br />
months later, he would most probably have lost his eye.”<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong> 15
Operational <strong>and</strong> Financial Review<br />
continued<br />
New Markets<br />
At the time of our initial public<br />
offering, we identified France, Spain<br />
<strong>and</strong> Japan as holding favourable<br />
fundamentals for geographic<br />
expansion.<br />
The markets in France <strong>and</strong><br />
Spain are made up primarily of<br />
ophthalmologists. As in Germany,<br />
these practitioners operate in private<br />
practice <strong>and</strong> carry out both primary<br />
<strong>and</strong> secondary care. Market evaluation<br />
to confirm the attractiveness of the<br />
fundamentals continued during<br />
the year. We have test-marketed at<br />
the two largest respective national<br />
exhibitions in these country markets:<br />
Société Française d’Ophtalmologie<br />
(“SFO”) held in Paris, France, in May<br />
<strong>2006</strong>, <strong>and</strong> at Sociedad Española de<br />
Oftalmología (“SEO”) in La Coruna,<br />
Spain, in September <strong>2006</strong>. A number<br />
of devices have also been placed in<br />
ophthalmic practices in both markets<br />
to test the suitability of our business<br />
model <strong>and</strong> patient willingness to pay<br />
for the optomap® Retinal Exam at<br />
point of service. We are assessing the<br />
results from our market evaluations<br />
to determine the merits of full<br />
commercial launch.<br />
Japan is the second-largest market in<br />
the world for ophthalmic equipment<br />
after the United States. Our market<br />
research has continued <strong>and</strong> a full<br />
regulatory filing has been prepared for<br />
submission. We expect to initiate premarket<br />
evaluation in the 2007 financial<br />
year similar to that which has been<br />
carried out in the targeted European<br />
expansion markets.<br />
Broadening the Product Offering<br />
Our core product is the optomap®<br />
Retinal Exam, which is used in<br />
preventative or primary eye <strong>and</strong><br />
healthcare, <strong>and</strong> is non-reimbursable<br />
by insurance or other third-party<br />
providers. During the year, we<br />
continued to invest in research <strong>and</strong><br />
development in order to strengthen<br />
<strong>and</strong> exp<strong>and</strong> upon our core product<br />
offering <strong>and</strong> provide practitioners<br />
with more advanced diagnostic<br />
capabilities within the reimbursable,<br />
secondary eye <strong>and</strong> health care market.<br />
We have two new products in this<br />
area designed to add strengthened<br />
dimensions to our product line;<br />
o optomap® plus Medical Retinal<br />
Exam allows the practitioner to<br />
clearly distinguish between the<br />
retinal health check offered by<br />
the optomap® Retinal Exam <strong>and</strong><br />
the monitoring of a known retinal<br />
condition, where the interpretation,<br />
reporting <strong>and</strong> documentation of<br />
the pathology is more stringent <strong>and</strong><br />
leads to reimbursement; <strong>and</strong>,<br />
o optomap® fa Medical Procedure is<br />
generated by the P200MA device,<br />
which received European CE<br />
marking <strong>and</strong> US FDA 510k clearance<br />
to market earlier this year, <strong>and</strong><br />
provides retinal specialists with<br />
advanced diagnostic, monitoring<br />
<strong>and</strong> treatment capabilities for<br />
particular eye disorders, including<br />
diabetic retinopathy <strong>and</strong> agerelated<br />
macular degeneration.<br />
Our new v2.3 software will offer<br />
a number of new features to<br />
enhance the reviewing capabilities<br />
of patient images. We expect this<br />
new software will help improve<br />
patient education <strong>and</strong> strengthen<br />
the relationship between the patient<br />
<strong>and</strong> the practitioner. The product<br />
development team also localised our<br />
software to support our strategy of<br />
exp<strong>and</strong>ing into new geographical<br />
markets. Software has been translated<br />
into German, French, Spanish, US<br />
Spanish <strong>and</strong> Canadian French.<br />
The intellectual property represented<br />
by our technology platform is<br />
comprehensively protected through<br />
a portfolio of patents <strong>and</strong> know-how.<br />
Recently, we have strengthened <strong>and</strong><br />
extended this position through a<br />
licence agreement with the University<br />
of Rochester (NY) for the use of<br />
adaptive optics in retinal imaging.<br />
Adaptive optics may allow for the<br />
direct observation of the impact<br />
<strong>and</strong> effectiveness of emerging<br />
pharmaceutical therapies for the<br />
leading causes of blindness <strong>and</strong><br />
certain, major systemic diseases.<br />
As we strengthen our product offering,<br />
our hardware must meet more<br />
exacting st<strong>and</strong>ards of performance<br />
<strong>and</strong> support improved imaging<br />
resolution <strong>and</strong> consistency. The<br />
components that make up our device<br />
are manufactured to very dem<strong>and</strong>ing<br />
tolerances. During the year, we<br />
continued to work closely with our<br />
existing suppliers <strong>and</strong> identified<br />
some new suppliers to manufacture<br />
components that meet the st<strong>and</strong>ards<br />
our new products require. This is a<br />
continuing development project<br />
that requires a precise <strong>and</strong> careful<br />
approach consistent with meeting<br />
the st<strong>and</strong>ards defined by Good<br />
Manufacturing Practice.<br />
40%<br />
Increase in revenues.<br />
$67.7 million compared to <br />
$48.4 million in the previous year.<br />
$10.8m<br />
Profit after taxation.<br />
Compared to a loss in the previous<br />
year of $2.2 million.<br />
In addition, we have found, developed<br />
<strong>and</strong> qualified US-based suppliers who<br />
have the demonstrated capability to<br />
service our local needs for the North<br />
American installed base. As part of our<br />
drive to reduce procurement costs, we<br />
have realised the benefits of a longterm<br />
programme to source optical<br />
components through a local longterm<br />
supplier who has operations<br />
in China. This programme has been<br />
highly successful in reducing costs <strong>and</strong><br />
improving quality. We are continuing<br />
to develop this sourcing route <strong>and</strong><br />
with a wider scope of supply.<br />
Maintaining Customer Satisfaction<br />
What we offer assists healthcare<br />
practitioners in detecting disease,<br />
saves time, enhances the experience<br />
their patients have while having a<br />
comprehensive eye examination<br />
<strong>and</strong> builds practice revenue. An 89%<br />
contract renewal rate for the full year<br />
confirmed our continued progress on<br />
this strategic objective.<br />
“During the year, we continued<br />
to work closely with existing<br />
suppliers <strong>and</strong> also identified some<br />
new suppliers to manufacture<br />
components that meet the<br />
exacting st<strong>and</strong>ards of our<br />
products.”<br />
Ailsa McKelvie,<br />
Software Engineer<br />
16<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
Operational <strong>and</strong> Financial Review<br />
continued<br />
Financial Review<br />
Revenues<br />
Revenues increased by 40% from<br />
$48.4 million in 2005 to $67.7 million<br />
in <strong>2006</strong>. Growth was seen in all areas<br />
of the business, with the majority<br />
of the increase generated in North<br />
America, where revenues grew by<br />
41% to $64.7 million.<br />
Gross Margins<br />
Gross margins strengthened from<br />
65.0% to 65.6%, reflecting a modest<br />
increase in operating margins.<br />
Operating Costs <strong>and</strong> Operating Profits<br />
The business continued to invest in its<br />
field <strong>and</strong> administrative infrastructure,<br />
in both North America <strong>and</strong> Europe.<br />
Average headcount grew by 24% from<br />
173 to 214. Investment in field-related<br />
expenditures increased by 42% to<br />
$13.7 million, <strong>and</strong> in administrative<br />
expenses by 37% to $24.2 million.<br />
Operating profit before share-based<br />
payments increased by 46% from<br />
$4.5 million to $6.5 million. Sharebased<br />
payments increased from<br />
$1.2 million to $2.2 million, largely<br />
driven by the initial public offering<br />
in February which accelerated the<br />
vesting of certain stock awards<br />
<strong>and</strong> increased the fair value of the<br />
Company’s stock. Operating profit<br />
after share-based payments increased<br />
by 32% from $3.3 million to $4.3 million.<br />
Loss on Ordinary Activities Before Tax<br />
Finance income increased from<br />
$0.1 million to $1.1 million due to<br />
interest received on the proceeds<br />
from the initial public offering in<br />
February. Finance costs comprised<br />
mainly interest arising on the<br />
Company’s vendor financing<br />
arrangements, although approximately<br />
half of the increase versus the previous<br />
year is due to the IAS32 requirement<br />
to impute interest on loan notes repaid<br />
at the time of the initial public<br />
offering. Loss on ordinary activities<br />
before tax was reduced by 58% from<br />
$2.6 million to $1.1 million. At the halfyear,<br />
unaudited results reported a loss<br />
before tax of $2.6 million, indicating<br />
that the Group generated a profit<br />
before tax of $1.5 million in the second<br />
half of the year. We recently negotiated<br />
a lower borrowing margin for our<br />
vendor financing arrangements,<br />
which is consistent with our ongoing<br />
commitment to reducing costs <strong>and</strong><br />
improving operational efficiencies<br />
across the business. We believe this<br />
also reflects an additional level of<br />
confidence the providers have in our<br />
business model.<br />
Taxation<br />
The Group recognised a deferred tax<br />
asset of $11.9 million in the period,<br />
relating to the value of historical tax<br />
losses incurred by its US subsidiary,<br />
<strong>Optos</strong> Inc. This recognition took place<br />
after a review of the prospects for<br />
that subsidiary <strong>and</strong> the judgement<br />
of the Board that the historical losses<br />
that have arisen in that subsidiary<br />
now meet the recognition criteria<br />
as laid out under IAS12. Historical<br />
losses for the Company <strong>and</strong> its two<br />
other overseas subsidiaries were not<br />
deemed to meet the recognition<br />
criteria of IAS12, <strong>and</strong> remain<br />
unrecognised.<br />
Profit/(Loss) for the Financial Year<br />
The Group recorded a profit for the<br />
financial year after taxation of $10.8<br />
million versus a loss in the previous<br />
year of $2.2 million. This profit<br />
reflected both reduced losses on<br />
ordinary activities driven by revenue<br />
growth described previously, as well as<br />
the recognition of historical deferred<br />
tax assets in its US subsidiary.<br />
Cash Flow<br />
Cash flow from operating activities<br />
increased 59% from $16.8 million<br />
to $26.7 million. This was driven by<br />
the increased scale <strong>and</strong> operating<br />
profitability of the business. Cash flow<br />
used in investing activities decreased<br />
Aidan Walsh, New Product<br />
Project Manager<br />
“By deepening our penetration in our<br />
existing markets, moving into new<br />
markets, strengthening our product<br />
offering <strong>and</strong> always maintaining high<br />
levels of customer satisfaction, we<br />
aim to profitably grow revenues <strong>and</strong><br />
generate value for our shareholders.”<br />
from $37.1 million to $33.4 million.<br />
Under IFRS st<strong>and</strong>ards, this includes<br />
the capital costs of new P200 devices<br />
installed with customers, as well as<br />
the value of major stock <strong>and</strong> spares<br />
items previously classified under<br />
UK GAAP as inventory. Net cash<br />
flows from financing activities were<br />
heavily influenced by the initial public<br />
offering, admission to the Official List<br />
<strong>and</strong> trading on the London Stock<br />
Exchange in February <strong>2006</strong>, <strong>and</strong> were<br />
$48.0 million. Other items within this<br />
category relate principally to the net<br />
cash movements from the Group’s<br />
vendor financing arrangements,<br />
which reduced significantly from<br />
$10.0 million to $(1.1) million. Net cash<br />
increased by $41.3 million during the<br />
year, with the cash balance at the end<br />
of the year finishing at $36.2 million<br />
versus a net overdraft of $4.7 million<br />
for the prior year.<br />
Balance Sheet<br />
The Group balance sheet strengthened<br />
considerably during the year, primarily<br />
due to the impact of the initial public<br />
offering in February <strong>2006</strong>. Total<br />
Net Assets closed the financial<br />
year at $51.3 million compared to<br />
net liabilities of $21.0 million at the<br />
end of the same period last year.<br />
Non-Current Assets increased from<br />
$72.1 million to $97.4 million. This<br />
increase is due in part to increases<br />
in property, plant <strong>and</strong> equipment. In<br />
addition, the Group recognised an<br />
increase in the intangible asset value<br />
attributed to product development<br />
work as specified under IAS38. The<br />
Group created a provision of $11.9<br />
million in respect of deferred tax<br />
assets as specified under IAS12. Total<br />
current assets increased considerably<br />
due to the cash raised through the<br />
initial public offering in February.<br />
Total liabilities reduced due to the<br />
repayment of the bank overdraft <strong>and</strong><br />
conversion of loan stock instruments<br />
at the time of the initial public offering<br />
in February <strong>2006</strong>. Financial liabilities<br />
arising under finance leases increased<br />
from $76.1 million to $81.2 million.<br />
Total shareholders’ funds increased<br />
from $(21.0) million to $51.3 million.<br />
Outlook<br />
Revenue growth is one of the primary<br />
drivers of shareholder value creation.<br />
North America will remain our core<br />
market <strong>and</strong> principal focus. Further<br />
penetration will be driven by new<br />
placements within the independently<br />
owned <strong>and</strong> operated eyecare practice<br />
sector <strong>and</strong> within the corporate<br />
retail chain network. We expect to<br />
realise additional revenue from our<br />
optomap® plus Medical Retinal Exam<br />
as we fully integrate this product into<br />
our existing <strong>and</strong> prospective customer<br />
base <strong>and</strong> from our optomap® fa<br />
Medical Procedure. We expect<br />
continued growth in Canada <strong>and</strong> in<br />
our European markets. By deepening<br />
our penetration in our existing<br />
markets, moving into new markets,<br />
strengthening our product offering<br />
<strong>and</strong> always maintaining high levels<br />
of customer satisfaction, we aim to<br />
profitably grow revenues <strong>and</strong> generate<br />
value for our shareholders.<br />
Allan Watson<br />
Chief Financial Officer<br />
18 December <strong>2006</strong><br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong> 17
Board of Directors<br />
Dr John Malcolm Padfield (59)<br />
Non-Executive Chairman<br />
John Padfield joined the Company as a non-executive Director in November<br />
2005 <strong>and</strong> was appointed Chairman of the Board in January <strong>2006</strong>. Dr Padfield has<br />
been an executive Director <strong>and</strong> non-executive Director of a number of public<br />
<strong>and</strong> private companies in Europe, the United States <strong>and</strong> Japan, <strong>and</strong> is currently<br />
Chairman of NextPharma Technologies Holdings Ltd, Cambridge Laboratories<br />
Ltd <strong>and</strong> The WellChild Trust. From 1999 to 2002, he was Chief Executive Officer<br />
of Amersham Health <strong>and</strong> a Director of Amersham plc, <strong>and</strong> from 1994 to 1999<br />
he was Chief Executive Officer of Chiroscience Group plc. His experience<br />
includes 28 years’ working in the pharmaceutical, biotechnology <strong>and</strong> diagnostic<br />
imaging industries, including Glaxo Manufacturing Services between 1990 <strong>and</strong><br />
1994 <strong>and</strong> Glaxo Group Research between 1979 <strong>and</strong> 1990. Dr Padfield holds a<br />
Doctor of Philosophy <strong>and</strong> a Bachelor of Pharmacy degree from the University of<br />
Nottingham.<br />
Douglas Crombie Anderson (55)<br />
Executive Director<br />
Douglas Anderson founded the Company in 1992 <strong>and</strong> is an executive Director.<br />
Mr Anderson is the Chairman of Crombie Anderson Associates Ltd., a multidisciplinary<br />
design consulting firm specialising in technology-based product<br />
development, <strong>and</strong> is the former Director of Creos International plc. He has held<br />
previous positions with Fortronic Limited <strong>and</strong> Aberglen Industrial Design, a<br />
division of Aberglen Holdings Limited. Mr Anderson holds a Higher National<br />
Diploma in Industrial Design (Engineering) from Napier University in Edinburgh<br />
<strong>and</strong> is a member of The Association for Research in Vision <strong>and</strong> Ophthalmology<br />
(ARVO), Bethesda.<br />
Allan Mark Watson (39)<br />
Executive Director <strong>and</strong> Chief Financial Officer<br />
Allan Watson is Chief Financial Officer <strong>and</strong> Company Secretary. Mr Watson joined<br />
the Company in December 2003 <strong>and</strong> is responsible for the overall financial<br />
management <strong>and</strong> direction of the Company. Between late 2000 <strong>and</strong> 2003, Mr<br />
Watson was part of the senior management team at uDate.com Inc, a US publicly<br />
listed internet business. Between 1998 <strong>and</strong> 2000, Mr Watson was a member of<br />
the corporate finance team at Williams Holdings plc, working on transactions in<br />
Europe, North America, South America <strong>and</strong> in Africa. Previously, between 1990<br />
<strong>and</strong> 1998, he was with Reckitt & Colman plc in various financial roles throughout<br />
the UK <strong>and</strong> in France. Mr Watson is a professionally qualified accountant, member<br />
of the Chartered Institute of Management Accountants <strong>and</strong> also holds an<br />
honours B.Sc. in Pharmacy from the Robert Gordon University in Aberdeen.<br />
Ian Herbert Stevens (43)<br />
Executive Director <strong>and</strong> General Manager North America<br />
Ian Stevens joined the Company in 1998 as Chief Financial Officer <strong>and</strong> Director<br />
of Operations, before his appointment as General Manager of <strong>Optos</strong> Inc. North<br />
America, where he has responsibility for the United States <strong>and</strong> Canada. Mr<br />
Stevens began his career as an accountant to the Queen’s Flight of Aircraft in the<br />
UK. In 1991, Mr Stevens then joined KPMG in the UK before being transferred to<br />
the Czech Republic in 1995 as a Manager in Corporate Finance. He later returned<br />
to the UK <strong>and</strong> worked with PricewaterhouseCoopers in Edinburgh in a similar<br />
role. Mr Stevens holds a Master’s degree in Economics from the University of<br />
Edinburgh <strong>and</strong> is a professionally qualified accountant.<br />
18<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
Patrick Robin David Paul (60)<br />
Non-Executive Director<br />
Patrick Paul has served as a Director since 1996, <strong>and</strong> has over 25 years of<br />
experience in the medical device industry gained in North America <strong>and</strong> in<br />
Europe. In 1975, Mr Paul co-founded Support Systems International SA, <strong>and</strong> he<br />
later became the Chairman <strong>and</strong> Chief Executive Officer of Support Systems<br />
International Inc., which became the holding company of the Support System<br />
group, before its eventual sale to Hillenbr<strong>and</strong> Industries, Inc. He is Chairman of<br />
the Tissue Science Laboratories plc <strong>and</strong> of Vertical Asset Management Limited<br />
<strong>and</strong> a fellow of the Institute of Chartered Accountants in Engl<strong>and</strong> <strong>and</strong> Wales.<br />
Mr Paul has a degree in Engineering from the University of Southampton <strong>and</strong><br />
is a chartered accountant.<br />
Anne Margaret Glover CBE (52)<br />
Non-Executive Director<br />
Anne Glover has been a Director since 1996. Ms Glover is co-founder <strong>and</strong> Chief<br />
Executive of Amadeus Capital Partners Limited, a UK-based venture capital<br />
fund. Her background in venture capital includes positions with Apax Partners &<br />
Company Ventures <strong>and</strong> later Calderstone Capital. Previously, she served as Chief<br />
Operating Officer with the Virtuality Group plc, <strong>and</strong> has worked with Cummins<br />
Engine <strong>and</strong> Bain & Co in Boston. Ms Glover holds an MA in Metallurgy <strong>and</strong><br />
Materials Science from Clare College, Cambridge <strong>and</strong> a Master’s in Public <strong>and</strong><br />
Private Management from Yale School of Management.<br />
David Robert Guyer, M.D. (46)<br />
Non-Executive Director<br />
David Guyer joined the Company as a non-executive Director in May <strong>2006</strong>.<br />
Dr Guyer is a Consultant to management <strong>and</strong> the board of OSI Pharmaceuticals<br />
(NASDAQ: OSIP), where he provides specialist input in ophthalmology <strong>and</strong><br />
retinal disease, <strong>and</strong> is a Venture Partner of SV Life Sciences Advisers LLC (SVLS).<br />
Previously, he was Executive Vice-President of OSI Pharmaceuticals <strong>and</strong> Chief<br />
Executive Officer of (OSI) Eyetech, the biopharmaceutical business unit of OSI that<br />
specialised in the development <strong>and</strong> commercialisation of novel therapeutics to<br />
treat diseases of the eye, which he co-founded prior to its acquisition by OSI.<br />
Dr Guyer is an internationally recognised authority on macular diseases,<br />
particularly the use of anti-angiogenic drugs for the treatment of AMD <strong>and</strong><br />
Diabetic Macular Edema (DME). He received his M.D. from the Johns Hopkins<br />
University School of Medicine <strong>and</strong> his undergraduate degree from Yale College.<br />
Barry Michael Rose (61)<br />
Non-Executive Director<br />
Barry Rose joined the Company as a non-executive Director in December 2005,<br />
<strong>and</strong> serves as the Senior Independent Director to the Board. Mr Rose was Chief<br />
Executive of Scottish Provident UK from 1993 to 2001. Prior to this appointment<br />
he was head of Investments at Scottish Provident Institution, backed up by more<br />
than 27 years’ investment experience. Mr Rose is also a non-executive Director<br />
of Liverpool Victoria Friendly Society, Wolfson Microelectronics plc <strong>and</strong> Baillie<br />
Gifford Shin Nippon plc. Mr Rose has an Honours degree in Mathematics from<br />
Manchester University.<br />
Thomas William Butts (46) not pictured<br />
Executive Director <strong>and</strong> Chief Executive Officer<br />
Thomas Butts joined the Company as Chief Executive Officer <strong>and</strong> executive<br />
director in December <strong>2006</strong> <strong>and</strong> is responsible for the overall management <strong>and</strong><br />
direction of the Company. He has over twenty years of progressively senior<br />
international-level experience within the healthcare sector. Most recently he<br />
was the President <strong>and</strong> Chief Operating Officer of IDX Systems Corporation, a<br />
public healthcare information technology company, which under his leadership<br />
achieved significant growth before being acquired by GE Healthcare in <strong>2006</strong>.<br />
Prior to joining IDX in 2002 Mr Butts spent 17 years with GE Healthcare, where<br />
he held a number of leadership positions in sales <strong>and</strong> marketing. Mr Butts<br />
has extensive business development <strong>and</strong> integration experience <strong>and</strong> led the<br />
acquisition <strong>and</strong> integration of OEC Medical Systems for GE. As Vice-President<br />
of OEC Medical Systems, Mr. Butts led the integration <strong>and</strong> globalisation of the<br />
vascular <strong>and</strong> surgical businesses of GE Healthcare <strong>and</strong> OEC. Mr. Butts also held<br />
the position of General Manager X-ray for GE Healthcare Europe Division. Mr Butts<br />
holds a degree in Business Administration from Western New Engl<strong>and</strong> College<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong> 19
Corporate Governance<br />
The Combined Code<br />
The principal duty of the board of directors (the “Board”) <strong>and</strong> management of<br />
the Company is to ensure that the Company is well-managed in the interests<br />
of its shareholders. Following the admission of the Company to the Official List<br />
of the Financial Services Authority (the “Official List”) <strong>and</strong> to trading on the<br />
London Stock Exchange plc’s market for listed securities in February <strong>2006</strong>,<br />
the Company raised its compliance levels in accordance with the Combined<br />
Code on Corporate Governance published in July 2003 (the “Combined Code”).<br />
The Board is committed to ensuring that high st<strong>and</strong>ards of corporate governance<br />
are maintained <strong>and</strong> that the Company manages its business <strong>and</strong> affairs to the<br />
extent they are deemed appropriate, the principles <strong>and</strong> provisions set out in<br />
the Combined Code. The Board is also committed to improve <strong>and</strong> strengthen<br />
its corporate governance practices to assure shareholders that the Company<br />
operates in their best interests.<br />
The statement below describes how the directors of the Company (“the Directors”)<br />
have applied the principles of corporate governance <strong>and</strong> the extent to which the<br />
principles <strong>and</strong> provisions of the Combined Code have been complied with since<br />
the Company’s admission to the Official List in February <strong>2006</strong>.<br />
Statement of Compliance<br />
The Company, since its admission to the Official List, has complied with the<br />
provisions set out in the Combined Code except to the extent set out below,<br />
for which an explanation for non-compliance is provided.<br />
The Board<br />
The Combined Code provides that the board of directors of a UK public company<br />
should include a balance of executive <strong>and</strong> non-executive directors, with<br />
independent non-executive directors, excluding the Chairman, comprising at<br />
least one half of the board. The Company does not have sufficient independent<br />
non-executive directors within the meaning of the Combined Code, but the<br />
Combined Code does provide that smaller companies (which would include<br />
the Company) should have at least two independent non-executive directors,<br />
excluding the Chairman. Accordingly, the Company is compliant within the<br />
meaning <strong>and</strong> spirit of this part of the Combined Code. The Board is committed<br />
to reviewing its membership on a regular basis.<br />
The Board currently comprises the Chairman (who is non-executive), four executive<br />
Directors, two ‘independent’ non-executive Directors (within the meaning of the<br />
Combined Code) <strong>and</strong> two other non-executive Directors. The Board considers all<br />
non-executive Directors to be independent in character <strong>and</strong> judgement. Under the<br />
provisions of the Combined Code, relative to non-executive director independence,<br />
Barry Rose <strong>and</strong> Dr David Guyer are deemed independent. Patrick Paul <strong>and</strong><br />
Anne Glover are presumed not independent because they have both served<br />
on the Board for more than nine years since first elected <strong>and</strong> have, or have had,<br />
within the last three years, a material business relationship with the Company either<br />
directly, or as a partner, shareholder, Director or senior employee of a body that has<br />
such a relationship with the Company.<br />
The Board considers all Directors bring independent judgement to bear<br />
on matters of strategy, resources, performance <strong>and</strong> st<strong>and</strong>ards of conduct.<br />
The Chairman ensures that Board discussions are conducted taking all views<br />
into account so that no one individual Director or small group of Directors<br />
dominates the proceedings of the Board.<br />
The Board meets on a regular basis to discuss <strong>and</strong> agree matters which are<br />
specifically reserved to it for review <strong>and</strong> decision. Frequent contact between<br />
designated Board meeting dates is carried out by the Directors as <strong>and</strong> when<br />
required to discuss <strong>and</strong> agree matters arising relative to furthering the business<br />
of the Company.<br />
Functions of the Board<br />
The principal functions of the Board are:<br />
• review <strong>and</strong> approval of the financial objectives, major business strategies <strong>and</strong><br />
plans, <strong>and</strong> major corporate actions;<br />
• review of the adequacy of the Company’s systems for compliance with all<br />
applicable laws <strong>and</strong> regulations, for safeguarding the Company’s assets <strong>and</strong> for<br />
managing the major risks it faces;<br />
• approval <strong>and</strong> monitoring progress of the annual plan <strong>and</strong> budget, including<br />
proposed capital expenditure;<br />
• raising new capital <strong>and</strong> confirming major financing;<br />
• approval of annual <strong>and</strong> interim accounts;<br />
• establishment <strong>and</strong> operation of share option <strong>and</strong> long-term incentive schemes;<br />
• selection <strong>and</strong> evaluation of the Chairman <strong>and</strong> Chief Executive Officer;<br />
• determining compensation for the senior management team;<br />
• periodic review of management succession plans; <strong>and</strong>,<br />
• selection <strong>and</strong> recommendation to shareholders for election of appropriate<br />
c<strong>and</strong>idates for service on the Board.<br />
The Board delegates to the senior management team decisions; including:<br />
• implementation of the strategies <strong>and</strong> policies of the Company <strong>and</strong> the<br />
subsidiaries (the “Group”) as determined by the Board;<br />
• monitoring the operating <strong>and</strong> financial results against budgets; <strong>and</strong>,<br />
• managing <strong>and</strong> controlling the allocation of capital, human <strong>and</strong> technical resources.<br />
The Board regularly receives detailed financial <strong>and</strong> operational information in<br />
order for it to monitor the performance of key areas of the business.<br />
Committees of the Board<br />
The Combined Code requires that all the members of the audit committee <strong>and</strong><br />
remuneration committee <strong>and</strong> a majority of the members of the nomination<br />
committee should be independent non-executive directors. Due to its relative<br />
small size, the Company is not compliant with these requirements, as it does not<br />
have sufficient independent non-executive Directors within the meaning of the<br />
Combined Code.<br />
No-one other than the chairman of the relevant committee <strong>and</strong> the members of<br />
the relevant committee are entitled to be present at meetings of either the audit,<br />
remuneration or nomination committee meetings unless specifically invited to attend.<br />
Since the admission to the Official List, the Directors have adopted updated terms<br />
of reference for each of the audit, remuneration <strong>and</strong> nomination committees.<br />
The written terms of reference for the committees can be accessed <strong>and</strong><br />
downloaded from the Company’s website <strong>and</strong> are also available on request.<br />
Audit Committee<br />
The audit committee is appointed by the Board <strong>and</strong> has responsibility to assist<br />
the Board in its oversight responsibilities for the planning <strong>and</strong> review of the<br />
Group’s annual report <strong>and</strong> accounts <strong>and</strong> half-yearly reports, <strong>and</strong> the involvement<br />
of the Group’s auditors in that process. The audit committee is chaired by<br />
Barry Rose <strong>and</strong> its other members are Anne Glover, Dr John Padfield <strong>and</strong><br />
Patrick Paul. It will normally meet not less than three times a year. The audit<br />
committee is comprised exclusively of non-executive Directors.<br />
The audit committee focuses, in particular, on compliance with legal requirements,<br />
accounting st<strong>and</strong>ards <strong>and</strong> the Listing Rules, <strong>and</strong> on ensuring that an effective system<br />
of internal financial control is maintained. The audit committee also maintains<br />
the responsibility for recommending the appointment, terms of reference <strong>and</strong><br />
remuneration of the Company’s external auditors, reviewing the independence <strong>and</strong><br />
effectiveness of the external auditors <strong>and</strong> establishing the policy on the use of the<br />
external auditors on non-audit services. The ultimate responsibility for reviewing<br />
<strong>and</strong> approving the annual report <strong>and</strong> accounts <strong>and</strong> the half-yearly reports remains<br />
with the Board after receiving a recommendation from the audit committee.<br />
The Chairman of the audit committee reports the outcome of meetings to the<br />
Board <strong>and</strong> the Board receives minutes of all audit committee meetings.<br />
20<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
Corporate Governance<br />
continued<br />
During the year, the audit committee developed a formal ‘policy on the use of<br />
external auditors for non-audit services’ which aims to monitor the non-audit<br />
services provided to the Group by its external auditors. This policy should ensure<br />
that non-audit work is only undertaken by the external auditors when they are<br />
most suited to undertake it. Any non-audit work involving expenditure of more<br />
than $50,000 must be assigned to tender. The amounts paid to the external<br />
auditors during the year for audit <strong>and</strong> other services are set out in Note 4 to the<br />
Financial Statements on page 48. The Board has considered the amount of<br />
non-audit work carried out by Ernst & Young LLP <strong>and</strong> is satisfied that this work does<br />
not compromise the independence of Ernst & Young LLP as auditors of the Group.<br />
In fulfilling its role, the audit committee met on two occasions since admission to<br />
the Official List <strong>and</strong> to trading on the main market of the London Stock Exchange.<br />
Other Directors <strong>and</strong> certain individuals were invited to attend when required <strong>and</strong><br />
when relevant to the audit committee’s proceedings. At appropriate times,<br />
Ernst & Young LLP, the Company’s external auditors, attended the audit committee<br />
meetings, notably to present <strong>and</strong> discuss the results of the 2005 year-end audit <strong>and</strong><br />
the review of the Company’s interim results for the period ended 31 March <strong>2006</strong>.<br />
During the financial year ended 30 September <strong>2006</strong>, the business discussed <strong>and</strong><br />
considered by the audit committee included:<br />
• monitoring the Company’s adoption of International Financial <strong>Report</strong>ing<br />
St<strong>and</strong>ards (“IFRS”);<br />
• review of the interim review process <strong>and</strong> findings;<br />
• scope of interim financials reporting;<br />
• review of financials <strong>and</strong> Notes to the accounts;<br />
• review of audit committee terms of reference;<br />
• review of external <strong>and</strong> internal audit requirements <strong>and</strong> process;<br />
• asset management;<br />
• transfer pricing;<br />
• research <strong>and</strong> development;<br />
• materiality;<br />
• fees for audit <strong>and</strong> non-audit purposes;<br />
• risk management.<br />
Remuneration Committee<br />
The remuneration committee is chaired by Dr John Padfield who, as Chairman of<br />
the Board, fulfilled the independence criteria as set out in the Combined Code at<br />
the time of his appointment. Given the Company’s size <strong>and</strong> recent public listing,<br />
the Board considers it essential that the Chairman of the Board is instrumental in<br />
setting remuneration policy. The Board, excluding the Chairman, determines the<br />
remuneration of the Chairman <strong>and</strong> the terms of reference of his appointment.<br />
The other members of the remuneration committee are Anne Glover, Patrick Paul<br />
<strong>and</strong> Barry Rose. It will normally meet not less than twice a year. The remuneration<br />
committee is composed, exclusively, of non-executive Directors.<br />
The remuneration committee has responsibility for: making recommendations to<br />
the Board on the Company’s policy on the remuneration of executive Directors<br />
<strong>and</strong> certain members of the senior management team; the implementation<br />
<strong>and</strong> operation of share incentive schemes, <strong>and</strong>, for the determination, within<br />
agreed terms of reference, of specific remuneration packages for each of the<br />
executive Directors, including pension rights, contracts of employment <strong>and</strong> any<br />
compensation payments.<br />
In fulfilling its role, the remuneration committee met on three occasions since<br />
admission to the Official List <strong>and</strong> to trading on the main market of the<br />
London Stock Exchange. In accordance with the remuneration committee’s<br />
terms of reference, the Chief Executive Officer was invited to <strong>and</strong> participated<br />
in some of its discussions. No Director has any part in any discussion about<br />
his or her remuneration.<br />
Nomination Committee<br />
The nomination committee is chaired by Dr John Padfield <strong>and</strong> its other members<br />
are Anne Glover, Dr David Guyer, Patrick Paul <strong>and</strong> Barry Rose. All members of the<br />
nomination committee are non-executive Directors.<br />
The nomination committee considers the composition of the Board,<br />
retirements <strong>and</strong> appointments of additional <strong>and</strong> replacement Directors,<br />
<strong>and</strong> makes appropriate recommendations having regard to the overall balance<br />
<strong>and</strong> structure of the Board. The nomination committee regularly reviews the<br />
balance <strong>and</strong> structure of the Board <strong>and</strong> where appropriate recommends changes<br />
to the Board. It is responsible for nominating c<strong>and</strong>idates for appointment to<br />
the Board having regard to the overall skills <strong>and</strong> composition of the Board.<br />
This procedure was carried out in relation to the appointments referred to under<br />
the heading ‘Board Appointments <strong>and</strong> Resignations’ below. The nomination<br />
committee has used external search consultants to identify suitably qualified<br />
c<strong>and</strong>idates for the non-executive positions appointed during the year.<br />
In fulfilling its role, the nomination committee met on one occasion since admission<br />
to the Official List <strong>and</strong> to trading on the main market of the London Stock Exchange.<br />
Senior Independent Director<br />
The Combined Code recommends that the Board should appoint one of its<br />
independent non-executive Directors to be the Senior Independent Director<br />
(“SID”). The SID is available to shareholders if they have concerns that have not<br />
been resolved through the normal channels, or for which contact through the<br />
normal channels is inappropriate. In addition, the SID must develop a balanced<br />
underst<strong>and</strong>ing of the concerns of shareholders by attending sufficient of the<br />
regular meetings between management <strong>and</strong> the major shareholders.<br />
Barry Rose is the SID for the Company. A meeting in the <strong>2006</strong> financial year of<br />
the Company’s non-executive Directors under the leadership of the SID without<br />
the presence of the Chairman or executive Directors did not take place. The<br />
SID determined that changes to strengthen the balance <strong>and</strong> structure of the<br />
Board leading up to <strong>and</strong> following the Company’s initial public offering did not<br />
provide sufficient time or constitute sufficient basis to conduct a fair <strong>and</strong> accurate<br />
performance evaluation of the Chairman. Such a meeting will take place in the<br />
2007 financial year.<br />
Chairman <strong>and</strong> Chief Executive Officer<br />
No one individual has unfettered powers of decision. The offices of Chairman<br />
<strong>and</strong> Chief Executive Officer are held separately. The Chairman is responsible for<br />
the leadership of the Board <strong>and</strong> the Chief Executive Officer has the executive<br />
responsibility for the running of the business. There is clear division of<br />
responsibility between the Chairman <strong>and</strong> the Chief Executive Officer which<br />
has been agreed <strong>and</strong> is regularly reviewed by the Board.<br />
Board Appointments <strong>and</strong> Resignations<br />
Dr John Padfield joined the Company as non-executive Director on 17 November<br />
2005 <strong>and</strong> was appointed Chairman of the Board on 1 January <strong>2006</strong>. The Board is<br />
satisfied that Dr Padfield remains free from any relationship with the executive<br />
management of the Company which could materially interfere with the exercise<br />
of his independent judgement. Dr Padfield fulfilled the criteria for independence<br />
as set out in the Combined Code at the time of his appointment as Chairman.<br />
The Chairman is highly respected for his wealth of experience working in the<br />
healthcare sector <strong>and</strong> for his impartial <strong>and</strong> professional approach to his role.<br />
Dr Padfield has been an executive Director <strong>and</strong> non-executive Director of a<br />
number of public <strong>and</strong> private companies in Europe, the United States <strong>and</strong> Japan,<br />
<strong>and</strong> is currently Chairman of NextPharma Technologies Holdings Ltd, Cambridge<br />
Laboratories Ltd <strong>and</strong> The WellChild Trust.<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong> 21
Corporate Governance<br />
continued<br />
Barry Rose joined the Company as non-executive Director on 21 December 2005.<br />
Dr David Guyer joined the Company as non-executive Director on 5 May <strong>2006</strong>.<br />
Michael Rutterford <strong>and</strong> Ann Gloag resigned as non-executive Directors on<br />
21 December 2005. David Cairns resigned as an executive Director on<br />
21 December 2005. Mr Cairns retains his position as Chief Technology Officer<br />
of the Company. Barry Sealey resigned as non-executive Chairman on<br />
31 December 2005 <strong>and</strong> as a non-executive Director on 27 January <strong>2006</strong>.<br />
Stephane Sallmard resigned as an executive Director on 30 September <strong>2006</strong>.<br />
Mr Sallmard concurrently resigned his position as Chief Executive Officer.<br />
Thomas Butts joined the Company <strong>and</strong> the Board as Chief Executive Officer<br />
on 18 December <strong>2006</strong>. Mr Butts comes to <strong>Optos</strong> with a proven ability in<br />
leading top-performing teams <strong>and</strong> driving shareholder value. He has both<br />
an exceptionally strong grasp <strong>and</strong> underst<strong>and</strong>ing of the global healthcare<br />
marketplace, <strong>and</strong> extensive operating experience across North America<br />
<strong>and</strong> Europe.<br />
Role of Non-Executive Directors<br />
Each of the Company’s non-executive Directors has a significant input into the<br />
business. Each contributes to <strong>and</strong> constructively challenges the development of the<br />
Company’s strategy, scrutinises the performance of management, is required to be<br />
satisfied that the financial information is accurate <strong>and</strong> that the policies <strong>and</strong> procedures<br />
governing risk management are robust <strong>and</strong> effective. The non-executive Directors<br />
have the responsibility of ensuring that the actions proposed by the executive<br />
Directors are critically probed <strong>and</strong> examined, <strong>and</strong> discussed in detail.<br />
The Company’s non-executive Directors have exposure to <strong>and</strong> are available to<br />
major shareholders. The independent contributions that the non-executive<br />
Directors bring to the Board are considered by the Company to be a major strength.<br />
The Board considers that all of the non-executive Directors are independent of<br />
management <strong>and</strong>, with the exception of two of the four non-executive Directors<br />
excluding the Chairman, free from any business or other relationship which<br />
could materially interfere with the exercise of independent judgement within<br />
the meaning of the Combined Code.<br />
Attendance at Meetings<br />
Below is a table showing the number of Board <strong>and</strong> committee meetings held<br />
from 15 February <strong>2006</strong>, which represents the date of admission to the Official List<br />
<strong>and</strong> to trading on the main market of the London Stock Exchange, to the financial<br />
year ended 30 September <strong>2006</strong>.<br />
Full Audit Remuneration Nomination<br />
Members Board Committee Committee Committee<br />
Meetings 4 2 3 1<br />
Douglas Anderson 4 – – –<br />
Anne Glover 4 2 3 1<br />
Dr David Guyer (3) 3 – – 1<br />
Dr John Padfield (1) 4 2 3 1<br />
Patrick Paul 4 2 3 1<br />
Barry Rose (2) 4 2 3 1<br />
Ian Stevens 4 – – –<br />
Allan Watson 4 – – –<br />
Stephane Sallmard (4) 4 – – –<br />
(1) Joined the Board on 17 November 2005 <strong>and</strong> appointed Chairman with effect<br />
from 1 January <strong>2006</strong>.<br />
(2) Joined the Board on 21 December 2005.<br />
(3) Joined the Board on 5 May <strong>2006</strong>.<br />
(4) Resigned from the Board on 30 September <strong>2006</strong>.<br />
Executive Directors are in regular contact with one another <strong>and</strong> participate in<br />
meetings as part of the Company’s senior management team in addition to any<br />
Board meetings. The non-executive Directors met as a group on two occasions<br />
during the year without the presence of any of the executive Directors. They did<br />
not meet during the year without the Chairman.<br />
The Board receives a regular flow of information to enable it to discharge its<br />
duties effectively, including monthly management accounts detailing current<br />
<strong>and</strong> forecast trading results <strong>and</strong> treasury position. It also receives an analysis<br />
of the shareholder register on a monthly basis. Board papers are generally<br />
distributed not less than seven days in advance to allow the Directors to<br />
prepare fully for meetings. Minutes of Board meetings are distributed as soon as<br />
practically possible following the meeting. Minutes of committee meetings are<br />
circulated to all Directors. The Board is kept informed of developments within<br />
the Company through regular updates <strong>and</strong> presentations by the members of the<br />
senior management team covering their respective departments.<br />
In those instances when a Director has been unable to attend Board or committee<br />
meetings, his or her comments on the papers to be considered at that meeting<br />
have been relayed in advance to the relevant Chairman.<br />
Performance Evaluation<br />
The Combined Code provides that the Board should undertake a formal <strong>and</strong><br />
rigorous annual evaluation of its own performance <strong>and</strong> that of its committees<br />
<strong>and</strong> individual Directors. Individual evaluation should aim to show whether each<br />
Director continues to contribute effectively <strong>and</strong> to demonstrate commitment to<br />
the role, including commitment of time for Board <strong>and</strong> committee meetings <strong>and</strong><br />
any other duties.<br />
The Chairman is aware that it is his responsibility to select an effective process<br />
to assess the performance of the Board, its committees <strong>and</strong> individual members<br />
<strong>and</strong> to report <strong>and</strong> act on its outcome. The Board did not carry out a performance<br />
evaluation at the end of the <strong>2006</strong> financial year. The Chairman considered that the<br />
changes to strengthen the balance <strong>and</strong> structure of the Board leading up to <strong>and</strong><br />
following the Company’s initial public offering did not provide sufficient time or<br />
constitute sufficient basis to conduct a fair <strong>and</strong> accurate performance evaluation<br />
of the full Board, its committees or individual members.<br />
The Chairman will initiate a performance evaluation process for the 2007<br />
financial year, which will be used constructively as a mechanism to improve the<br />
effectiveness of the Board <strong>and</strong> the committees. The performance evaluation will<br />
aim to maximise strengths <strong>and</strong> tackle apparent weaknesses. The results of the full<br />
evaluation of the Board <strong>and</strong> the committees will be shared with the Board as a<br />
whole, but the results of individual assessments will remain confidential between<br />
the Chairman <strong>and</strong> the Director concerned.<br />
Accountability <strong>and</strong> Audit<br />
While all Directors have a duty to act in the interests of the Company, the audit<br />
committee has a particular role, acting independently from the executive, to<br />
ensure that the interests of shareholders are properly protected in relation to<br />
financial reporting <strong>and</strong> internal control.<br />
Internal Control<br />
The Board is responsible for the Company’s system of internal control <strong>and</strong><br />
for reviewing its effectiveness. Its system is designed to manage rather than<br />
eliminate the risk of failure relative to achieving business objectives <strong>and</strong> can only<br />
provide reasonable <strong>and</strong> not absolute assurance against material misstatement<br />
or loss. Monitoring of internal control has been delegated by the Board to the<br />
Chief Executive Officer. The audit committee determined that, due to the current<br />
size of the Group, an internal audit function was not required for the year ended<br />
30 September <strong>2006</strong>. This will be reviewed annually by the audit committee.<br />
The audit committee’s role in this area is confined to a high-level review of the<br />
arrangements for internal financial <strong>and</strong> overall business risk management control.<br />
The Board’s agenda includes a regular item for consideration of risk <strong>and</strong> control.<br />
The Board receives regular reports thereon from the senior management team<br />
<strong>and</strong> the audit committee.<br />
22<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
Corporate Governance<br />
continued<br />
Control<br />
An established <strong>and</strong> appropriate control environment has been established by<br />
the Board through the following systems <strong>and</strong> procedures:<br />
• manuals of policies <strong>and</strong> procedures applicable to all material aspects of the<br />
business <strong>and</strong> organisation<br />
• budgetary control system which includes monitoring actual performance<br />
against predetermined plans; <strong>and</strong>,<br />
• appointment of suitably qualified <strong>and</strong> experienced staff to fulfil their allotted<br />
responsibilities.<br />
The Board confirms that it has reviewed <strong>and</strong> satisfied itself with the effectiveness<br />
of the systems <strong>and</strong> procedures of material controls for the period under review.<br />
Risk Management<br />
The above procedures are designed to serve as ongoing processes for<br />
identifying, evaluating <strong>and</strong> managing the significant risks faced by the Company.<br />
A Group Risk <strong>and</strong> Control Framework is prepared, taking into account the<br />
significant risks identified by the individual units together with other Group-wide<br />
risks. The Group Risk <strong>and</strong> Control Framework has been considered <strong>and</strong> adopted<br />
by the Board, which holds ultimate responsibility for the management of risk.<br />
The members of the senior management team assess the effectiveness of the<br />
internal control environment <strong>and</strong> procedures within their respective units <strong>and</strong><br />
report to the Chief Executive Officer. They are responsible for the operation<br />
of key internal controls. The process covers the areas of most significant risk to<br />
the Company. External audit risk assessment <strong>and</strong> planning is in place. The audit<br />
committee considers <strong>and</strong> determines relevant action in respect of any control<br />
issues raised by either the Chief Executive Officer or the external auditors.<br />
The Board has monitored the effectiveness of the Group’s system of internal<br />
control during the year. In particular, the Board has reviewed <strong>and</strong> regularly<br />
monitored progress against the Company’s Risk <strong>and</strong> Control Framework.<br />
Communication with Shareholders<br />
The Company has historically maintained an open <strong>and</strong> regular policy of<br />
dialogue with shareholders to ensure that the objectives of the Company<br />
are communicated <strong>and</strong> understood. Following the initial public offering,<br />
the Chief Executive Officer <strong>and</strong> Chief Financial Officer at a minimum make<br />
twice yearly presentations to shareholders following the Company’s interim<br />
<strong>and</strong> preliminary results announcements. This is followed by road-show<br />
presentations in one-on-one investor <strong>and</strong> shareholder meetings where issues<br />
of concern <strong>and</strong> business progress <strong>and</strong> performance can be addressed <strong>and</strong><br />
discussed. During the last financial year, the Chief Executive Officer <strong>and</strong> Chief<br />
Financial Officer <strong>and</strong> other members of the senior management team held a<br />
number of additional one-on-one <strong>and</strong> group investor <strong>and</strong> shareholder meetings<br />
<strong>and</strong> presented at a number of investor conferences. After these meetings the<br />
views of the investors <strong>and</strong> shareholders are reported to <strong>and</strong> discussed by the rest<br />
of the Board. During the year the Company issued trading updates in advance of<br />
its interim <strong>and</strong> preliminary results announcements. The Company is aware of the<br />
provisions set out in the proposed EU Transparency Directive <strong>and</strong> will meet these<br />
financial reporting requirements as set out in the new legislation. The Board<br />
receives regular reports on the investor <strong>and</strong> shareholder meetings including all<br />
relevant feedback. The Chairman is available to shareholders throughout the year.<br />
The Company also has named its director of communications as investor <strong>and</strong><br />
shareholder contact who is available to shareholders throughout the year. The<br />
Company enables shareholders <strong>and</strong> the general public to access press releases<br />
<strong>and</strong> general information on the Company on its http://www.optos.com web site.<br />
Going Concern<br />
The Directors’, having reviewed the Group’s <strong>and</strong> the Company’s budgets for the<br />
next financial year <strong>and</strong> other longer-term plans, are satisfied that the Group <strong>and</strong><br />
the Company have adequate resources to continue in operational existence for<br />
the foreseeable future <strong>and</strong> therefore it is appropriate to continue to adopt the<br />
going concern basis in preparing the accounts.<br />
The Board considers it has reviewed <strong>and</strong> satisfied itself of the efficacy of the<br />
Group’s internal controls, which the Board has determined as being suitable<br />
<strong>and</strong> satisfactory for a Company of its size. The Board can therefore confirm<br />
that there is an ongoing process for identifying, evaluating <strong>and</strong> managing the<br />
Group’s significant risks, that such process has been in place for the year ended<br />
30 September <strong>2006</strong> <strong>and</strong> up to the date of the approval of the <strong>Annual</strong> <strong>Report</strong> <strong>and</strong><br />
<strong>Accounts</strong>, that it is regularly reviewed by the Board <strong>and</strong> that it accords with the<br />
internal control guidance for Directors relative to the Combined Code.<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong> 23
Corporate Social Responsibility<br />
<strong>Optos</strong> aims to operate to high st<strong>and</strong>ards in all its activities, employ skilled <strong>and</strong><br />
responsible people <strong>and</strong> strive to build trusted relationships within the markets<br />
where it does business. The safety <strong>and</strong> reliability of the Company’s scanning laser<br />
technology <strong>and</strong> the efficacy <strong>and</strong> quality of the images the P200 device produces<br />
are of benefit in health <strong>and</strong> eye care, providing practitioners with added clinical<br />
value in the earlier detection of both eye <strong>and</strong> systemic disease, <strong>and</strong> improving<br />
patient education <strong>and</strong> management.<br />
<strong>Optos</strong> is committed to being a socially responsible company <strong>and</strong> accepts that<br />
its responsibilities in this context extend to all stakeholders, including, but not<br />
limited to, its shareholders, employees, customers, suppliers, financers <strong>and</strong> the<br />
environment in which it operates. Particular attention <strong>and</strong> adherence is paid to<br />
the legislative <strong>and</strong> regulatory requirements within each county in which <strong>Optos</strong><br />
operates. <strong>Optos</strong> has a clear policy on health <strong>and</strong> safety, <strong>and</strong> is committed to<br />
delivering excellent performance in these areas through measurement of its<br />
operations in safety management <strong>and</strong> protection of health, both internally <strong>and</strong><br />
externally. <strong>Optos</strong> is proud of its culture in which staff feel responsible <strong>and</strong> assume<br />
responsibility for making a difference in delivering high st<strong>and</strong>ards within the<br />
organisation <strong>and</strong> to customers.<br />
The Company also partners with its customers to offer the optomap® Retinal<br />
Exam during national diabetes month <strong>and</strong> at selected health fairs. The Company<br />
also participates in careers days at local schools, <strong>and</strong> supports summer student<br />
placements. <strong>Optos</strong> also works with the Special Olympics, providing the<br />
optomap® Retinal Exam for the Special Olympics Opening Eyes programme,<br />
which is a joint effort between the Special Olympics <strong>and</strong> Lions Club International.<br />
24<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
Directors’ Remuneration <strong>Report</strong><br />
INTRODUCTION<br />
All matters relating to executive remuneration are determined by the remuneration committee, a committee of the Board.<br />
A resolution to approve the report will be proposed at the annual general meeting of the Company at which the financial statements for the year ended<br />
30 September <strong>2006</strong> will be approved. Certain items in the remuneration report are required to be audited <strong>and</strong> are identified as such against the relevant heading.<br />
REMUNERATION COMMITTEE<br />
The Board considers that the Chairman of the Board should be a member of the remuneration committee as it is essential that the Chairman be involved in the work<br />
of the remuneration committee <strong>and</strong>, in particular, the setting of the executive Directors’ remuneration. Since January <strong>2006</strong>, the remuneration committee has consisted<br />
of the following non-executive directors – Dr John Padfield, Barry Rose, Anne Glover <strong>and</strong> Patrick Paul. The remuneration committee is required to meet at least twice a<br />
year <strong>and</strong> at such other times as the Chairman of the remuneration committee shall require.<br />
The remuneration committee is responsible for determining the remuneration of the executive Directors <strong>and</strong> the senior management team together with their terms<br />
<strong>and</strong> conditions of employment. It is also responsible for considering management recommendations for remuneration <strong>and</strong> employment terms of the Company’s staff,<br />
including, for example, incentive arrangements for bonus payments <strong>and</strong> grant of share options.<br />
No members of the remuneration committee have any personal financial interest (other than as shareholders), conflicts of interest arising from cross-directorships or<br />
day-to-day involvement in running the business. The remuneration committee makes recommendations to the Board, <strong>and</strong> other Directors attend meetings when<br />
invited by the remuneration committee. No Director plays a part in any discussion about his or her own remuneration.<br />
REMUNERATION POLICY<br />
The remuneration committee has established a policy on the remuneration of executive Directors <strong>and</strong> the Board has established a policy for non-executive Directors<br />
for the current <strong>and</strong> subsequent years. The remuneration committee’s decisions are made on the basis of rewarding individuals for the nature of the jobs they undertake<br />
<strong>and</strong> their performance according to defined objectives to deliver the Company’s strategy. Proper regard is given to the need to attract <strong>and</strong> retain high-quality,<br />
well-motivated staff at all levels, <strong>and</strong> to the remuneration being paid by similar companies.<br />
The remuneration policy is reviewed annually by the remuneration committee.<br />
POLICY FOR EXECUTIVE DIRECTORS’ REMUNERATION<br />
During the financial year ended 30 September <strong>2006</strong>, the remuneration committee appointed New Bridge Street Consultants LLP to provide further advice on<br />
structuring executive Directors’ remuneration packages, together with a report on the proposals for a Long-Term Incentive Plan (“LTIP”).<br />
For the next financial year, the executive Directors will receive a combination of basic salary, management incentive scheme (as described below), pension <strong>and</strong> benefits<br />
in kind. The basic salary is the only pensionable part of the remuneration package.<br />
The remuneration committee gives consideration to several components In respect of the executive Directors’ remuneration, which together comprise the total<br />
remuneration package. These consist of the following:<br />
• Basic salary is determined by the remuneration committee at the beginning of each year <strong>and</strong> when an individual changes position or responsibility. In deciding<br />
appropriate levels, the remuneration committee considers the position in the Company, personal <strong>and</strong> Company performance, <strong>and</strong> relies on objective research<br />
which gives up-to-date information on a comparable group of companies. Basic salaries were reviewed in September 2005, with increases taking effect from<br />
1 October 2005 <strong>and</strong> further increases on 15 February <strong>2006</strong>. The basic salaries were last reviewed in September <strong>2006</strong>, with increases taking effect from 1 October<br />
<strong>2006</strong>. The next review will take place in September 2007.<br />
• Quarterly Performance Incentives are paid, provided that objectives established by the remuneration committee are met for each financial year. For <strong>2006</strong>,<br />
the objectives put emphasis on net installs, revenue per site of existing customers <strong>and</strong> control of expenditure.<br />
• Benefits in Kind, which comprise Company car allowance, private health insurance, life insurance <strong>and</strong> Company sick pay. Where a Director is on international<br />
assignment, the additional benefits provided are housing allowance, school fees <strong>and</strong> specified family travel.<br />
• Pension Contribution. The Company operates a contracted-out defined contribution scheme for executive Directors whereby the Company contributes 10% of a<br />
Director’s gross salary. Prior to February <strong>2006</strong>, the Company contribution was 7%.<br />
The Company has operated discretionary share option arrangements. The discretionary options have been granted pursuant to four different types of option<br />
agreement. Most terms of those option agreements are identical. However, the terms on which options vest differ between the types of agreement. The four types of<br />
vesting are as follows:<br />
• Time-based vesting over the three years commencing on the date on which the option was granted. One third of the options vest on grant <strong>and</strong> the remaining<br />
two-thirds vest over the following 36 months on a monthly basis.<br />
• Time-based vesting over three years as described above but with full acceleration of vesting on the admission of the Company’s shares to trading on certain stock<br />
exchanges, including the London Stock Exchange.<br />
• Time-based vesting by reference to the flotation of the Company. Under this form of option agreement, one third of the shares under option vest on the admission<br />
of the Company’s shares to trading on certain stock exchanges, including the London Stock Exchange. The remaining two-thirds then vest in two tranches – on the<br />
date six months after admission <strong>and</strong> on the date 12 months after admission.<br />
• Vesting as to one third immediately, with the remaining two-thirds vesting subject to satisfaction of performance targets. Such targets are based on the Company<br />
achieving two successive quarters of positive operating profit <strong>and</strong> two successive quarters of positive earnings over the period from grant to 31 March <strong>2006</strong> <strong>and</strong><br />
31 March 2007 respectively. These performance periods were accelerated by 12 months due to the IPO <strong>and</strong> the conditions have been achieved.<br />
In addition to the above, two further vesting arrangements have been utilised in respect of two separate grants. The first grant is subject to time-based vesting with<br />
one third of the option vesting on the first, second <strong>and</strong> third anniversaries of the date of grant. The second grant is subject to performance-based vesting, with the<br />
option vesting over four quarters dependent on the North American business attaining certain performance levels.<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong> 25
Directors’ Remuneration <strong>Report</strong><br />
continued<br />
All option agreements contain provisions for the full acceleration of the option on a change in the control of the Company. Option holders who cease to be employees<br />
of the Group are entitled to exercise their vested options in full for a period of either one month or six months following cessation of employment, depending on the<br />
reasons for that cessation. All agreements contain provisions enabling the adjustment of the number of shares subject to option <strong>and</strong> the exercise price in the event of<br />
capitalisation issue, sub-division or consolidation of ordinary shares. All options are to be settled by way of equity with a maximum term of 10 years.<br />
In addition, the Company operated a share save scheme under which options were granted in 2002 <strong>and</strong> mature in 2007.<br />
Shareholder approval for a new share-based LTIP <strong>and</strong> a discretionary share option scheme will be sought at the annual general meeting to be held on 31 January 2007<br />
(summaries of the principal features of the LTIP <strong>and</strong> the discretionary share option scheme will be outlined in the appendix to the notice of annual general meeting).<br />
Thomas Butts’ Share Award<br />
In order to facilitate the recruitment <strong>and</strong> retention of Mr Butts, the new CEO, the Company has entered into a one-off arrangement with Mr Butts under which he has<br />
been granted on 18 December <strong>2006</strong> a share award to acquire up to 2,200,000 ordinary shares in the capital of the Company at an exercise price of 200p per ordinary<br />
share, the mid-market closing price on the date of grant. The Company has agreed with Mr Butts to submit for approval at the <strong>Annual</strong> General Meeting to be held on<br />
31 January 2007 a proposal to replace this award with an award to acquire up to 1,350,000 ordinary shares in the capital of the Company at an exercise price of 2p per<br />
ordinary share, <strong>and</strong> with certain curtailments of the exercise period.<br />
The remuneration committee of the Company considers the recruitment of a new CEO to constitute unusual <strong>and</strong> exceptional circumstances. The selection <strong>and</strong><br />
appropriate incentivisation of a new CEO is critical to the development of the Company <strong>and</strong> to the delivery of shareholder value.<br />
Set out below is a summary of the arrangement in connection with Mr Butts’ award. Only Mr Butts participates in this arrangement <strong>and</strong> no part of the benefit from this<br />
award is pensionable.<br />
Exercise of Award<br />
The exercise of this award by Mr Butts is dependent on meeting certain performance targets.<br />
The award will vest <strong>and</strong> become exercisable in three tranches following the end of the calendar years 2007, 2008 <strong>and</strong> 2009. The vesting of each tranche is subject<br />
to the Company achieving significant year on year increases to key performance indicators, namely increasing revenues, operating profit <strong>and</strong> net cash in-flows.<br />
These indicators are considered by the remuneration committee to be critical to the Company’s future success. The Board or the remuneration committee, at the<br />
relevant times, will determine, by reference to available financial information, whether or not those targets are achieved. In addition, the ability to exercise the award is<br />
weighted towards the 2009 calendar year, such that in excess of 50% of the award is subject to the requirement that Mr Butts be employed as of 1 January 2010 (absent<br />
the conditions described below).<br />
Normally, Mr Butts will only be able to exercise the award whilst he is employed by the Company. If he ceases employment with the Group as a result of certain<br />
specified reasons, including death, disability, termination of Mr Butts’ employment by the Company without cause or Mr Butts resigning in certain circumstances,<br />
such as where his salary or bonuses are reduced (other than where there is an across-the-board reduction applicable to all of the Company’s senior executives),<br />
Mr Butts is relocated a significant distance away from the Company’s current US headquarters, or, if there is a material adverse change to Mr Butts’ position or a<br />
material diminution of his duties <strong>and</strong> responsibilities, the award will be exercisable (to the extent vested) for a period of three months (extended to one year for death<br />
or disability) following termination of employment. To the extent the award is not exercised by the expiry of that period, or if Mr Butts leaves employment with the<br />
Company for any other reason, the award will lapse. If Mr Butts left part-way through a year for a specified reason, then the remuneration committee may determine,<br />
taking into account progress towards the targets <strong>and</strong> prorated to reflect time served, that a further part of the award shall vest.<br />
To the extent the award has not lapsed or been exercised, the award will lapse 10 years after its grant.<br />
Change of Control<br />
The award may be exercised to the extent vested in the event of a change of control of the Company. The remuneration committee may decide that the whole or such<br />
further part of the award as they determine shall vest in these circumstances.<br />
Adjustments<br />
The award may be adjusted following a capitalisation, rights issue, open offer sub-division, consolidation or reduction in the capital of the Company, or any other<br />
variation of ordinary share capital, or if the Company is the subject of a demerger.<br />
Amendments<br />
The Company <strong>and</strong> Mr Butts may amend the terms of this award but will not alter, to Mr Butts’ advantage, terms relating to Mr Butts’ maximum entitlement or the<br />
adjustment of the award on a variation of share capital unless such amendments are approved by shareholders or are minor amendments to benefit administration<br />
of the arrangement, to take into account a change in legislation or to obtain or maintain favourable tax treatment for Mr Butts, the Company or any Group company.<br />
26<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
Directors’ Remuneration <strong>Report</strong><br />
continued<br />
SERVICE CONTRACTS<br />
The Company has entered into service contracts with each of its executive Directors, none of which is for a fixed term. It is the remuneration committee’s policy to<br />
offer service contracts for an indefinite term subject to termination on a maximum of one year’s notice or an equivalent severance payment. Save for Mr Butts who<br />
has a US-style service agreement, each of the executive Directors’ service contracts can be terminated by the Director giving not less than six months’ written notice<br />
of termination or by the Company giving the Director not less than 12 months’ written notice of termination. The dates of the executed contracts for each executive<br />
Director are as follows:<br />
Allan Watson 9 February <strong>2006</strong><br />
Douglas Anderson 9 February <strong>2006</strong><br />
Ian Stevens 6 October <strong>2006</strong><br />
Thomas Butts 15 December <strong>2006</strong><br />
Save in relation to Mr Butts, the Company has the right, in its absolute discretion, to terminate each of the service contracts at any time by making a payment in lieu of<br />
the notice period comprising basic salary, car allowance (if applicable), bonuses (based upon the bonus paid during the previous financial year), benefits <strong>and</strong> pension<br />
contributions.<br />
Mr Butts is a US citizen <strong>and</strong> the Company has agreed to provide him with a service contract which is consistent with market practice in the United States <strong>and</strong> is<br />
governed by the laws of the Commonwealth of Massachusetts. The Company has the right, in its absolute discretion, to terminate Mr Butts’ service contract at any time<br />
without “Cause” by giving him two months’ written notice or making a payment in lieu of notice equal to his salary for the notice period. In addition <strong>and</strong> in exchange<br />
for the execution by Mr Butts of a release of claims against the Company, Mr Butts is entitled to a severance package comprised of one year of salary,<br />
bonus (based on the bonus paid during the previous financial year) <strong>and</strong> medical benefits. The severance package will be reduced by the amount of any payments<br />
Mr Butts receives in lieu of his notice period. If Mr Butts resigns in certain circumstances, he is also entitled to receive the severance package referred to above.<br />
Mr Stevens’ international assignment to the United States ended on 30 September <strong>2006</strong>. The Company has agreed that it will endeavour to find Mr Stevens a new role<br />
working for the Company in the United Kingdom which is similar to the position he held in the United Kingdom prior to his international assignment <strong>and</strong> acceptable<br />
to Mr Stevens. In the event that the Company fail to find such a position by 30 June 2007 (or, if earlier, three months after the date on which the Company appoints<br />
a permanent chief executive officer), then either party will be entitled to terminate Mr Stevens’ service contract. In such an event, Mr Stevens will be entitled to a<br />
severance payment which will comprise: (a) a pro rata bonus for the current financial year (in proportion to those pro rata performance targets which have been<br />
met as at the termination date); (b) 12 months’ basic salary, car allowance <strong>and</strong> pension contributions; (c) a bonus of 50% of his basic salary (but, in the event that the<br />
pro rata performance targets were not met as at the termination date, then such bonus will be reduced proportionately); <strong>and</strong> (d) £3,500 in lieu of 12 months’<br />
contractual benefits. Mr Stevens will also be entitled to exercise his share options for a period of two years following the termination date.<br />
There are no other provisions for early termination of the service contracts.<br />
NON-EXECUTIVE DIRECTORS<br />
The Company’s policy is to establish <strong>and</strong> maintain a body of non-executive Directors with a breadth of skills <strong>and</strong> experience that is relevant to the Company’s business.<br />
In this context, it is the Board’s policy for the non-executive Directors to be paid a level of fee that reflects market conditions <strong>and</strong> is sufficient to attract individuals with<br />
appropriate knowledge <strong>and</strong> experience. The Board seeks to pay the market rate to reflect the time taken to carry out the role of non-executive Director <strong>and</strong> reviews<br />
the rates annually.<br />
The Company has entered into a letter of appointment with each of the current non-executive Directors. Each letter of appointment is for a fixed three-year term,<br />
provided that either party may terminate the appointment at any time during the term of appointment by giving three months’ notice of termination <strong>and</strong> the<br />
appointment may be terminated any time in accordance with the articles of association of the Company or the Companies Act 1985. The dates of the letters of<br />
appointment <strong>and</strong> the expiry dates are:<br />
Non-executive Director Date of Letter of Appointment Expiry Date<br />
Dr John Padfield 11 January <strong>2006</strong> 30 December 2008<br />
Anne Glover 27 January <strong>2006</strong> 26 January 2009<br />
Patrick Paul 27 January <strong>2006</strong> 26 January 2009<br />
Barry Rose 27 January <strong>2006</strong> 26 January 2009<br />
Dr David Guyer 5 May <strong>2006</strong> 26 January 2009<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong> 27
Directors’ Remuneration <strong>Report</strong><br />
continued<br />
DIRECTORS’ INTERESTS<br />
The beneficial <strong>and</strong> non-beneficial interests of the Directors in the ordinary shares of £0.02 each in the capital of the Company (“Ordinary Shares”) are set out below:<br />
At 30 Sep <strong>2006</strong> At 1 Oct 2005<br />
or at date of appointment<br />
Number of<br />
Number of<br />
Ordinary Share Ordinary Share<br />
Shares Options Shares (7) Options (8)<br />
Dr John Padfield 175,000 – 175,000 –<br />
Allan Watson – 401,000 – 301,000<br />
Douglas Anderson (1) 2,095,939 126,000 2,452,089 202,000<br />
Ian Stevens (2) 21,500 595,000 19,500 551,000<br />
Anne Glover (3) 13,381,929 – 8,743,448 –<br />
Patrick Paul (4) 5,037,410 – 4,489,867 168,000<br />
Barry Rose 15,000 – 5,000 –<br />
Dr David Guyer – – – –<br />
(1) of these ordinary shares: 157,750 are held in the name of Mr Anderson <strong>and</strong> 1,938,189 (being an amount proportional to Mr Anderson’s holding of 55.25% of the share<br />
capital of such company) are held in the name of Crombie Anderson Associates Limited.<br />
(2) of these ordinary shares: 18,200 are held in the name of Mr Stevens; <strong>and</strong> 3,300 are held in the name of Alison Stevens, Mr Stevens’ wife, in her own name.<br />
(3) of these ordinary shares: 127,176 are held in the name of Ms Glover; <strong>and</strong> 13,254,753 are held in the names of seven Amadeus funds (as further detailed in (5) below)<br />
of which Ms Glover is a director <strong>and</strong>/or limited partner.<br />
(4) of these ordinary shares: 4,657,867 are held in the name of Mr Paul <strong>and</strong> 379,543 are held in the name of Chester Investments Limited (a company in which Mr Paul<br />
holds 100% of the share capital).<br />
(5) The interests of Amadeus are held amongst the following funds:<br />
Amadeus I: 2,897,727 ordinary shares<br />
Amadeus I Affiliates Fund LP: 152,512 ordinary shares<br />
Amadeus II A: 4,592,031 ordinary shares<br />
Amadeus II B: 3,061,354 ordinary shares<br />
Amadeus II C: 2,142,948 ordinary shares<br />
Amadeus II Affiliates LP: 102,045 ordinary shares<br />
Amadeus II D GmbH & Co. KG: 306,136 ordinary shares<br />
(6) Mr Anderson, a Director of the Company, is a director <strong>and</strong> majority shareholder in Crombie Anderson Associates Limited, <strong>and</strong> Ms Glover <strong>and</strong> Mr Paul, Directors of<br />
the Company, both hold minority shareholder interests in Crombie Anderson Associates Limited.<br />
(7) The number of ordinary shares have been calculated after the consolidation which took place on 27 January <strong>2006</strong>, where two ordinary shares of £0.01 each were<br />
consolidated into one ordinary share of £0.02 each.<br />
(8) The number of share options have been calculated after the consolidation which took place on 27 January <strong>2006</strong>, where two ordinary shares of £0.01 each were<br />
consolidated into one ordinary share of £0.02 each.<br />
As at 7 December <strong>2006</strong>, there have been no changes in the above shareholdings since 30 September <strong>2006</strong>.<br />
DIRECTORS’ REMUNERATION (AUDITED)<br />
The remuneration in respect of qualifying services of each person who served as a Director during the year ended 30 September <strong>2006</strong> was as shown below.<br />
Note that these amounts are expressed in US dollars, the Group’s reporting currency, though all Directors were paid in pounds sterling, except for Ian Stevens.<br />
The average exchange rate used in the year ended 30 September <strong>2006</strong> was $1.80 to £1 (2005: $1.85 to £1).<br />
Year to <strong>2006</strong> Year to 2005<br />
Compensation Year to Year to Pension Pension<br />
Salary <strong>and</strong> Fees Bonus Benefits for Loss of Office Sep 06 Sep 05 Contributions Contributions<br />
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000<br />
Chairman<br />
Dr John Padfield (9) 80 – – – 80 – – –<br />
Non-Executive Directors<br />
Anne Glover (3) 38 – – – 38 22 – –<br />
Patrick Paul 29 – – – 29 – – –<br />
Barry Rose (4) 36 – – – 36 – – –<br />
Dr David Guyer (5) 38 – – 38 – – –<br />
Barry Sealey (6) – – – – – – – –<br />
Michael Rutterford (7) – – – – – – – –<br />
Ann Gloag (8) – – – – – – – –<br />
28<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
Directors’ Remuneration <strong>Report</strong><br />
continued<br />
Year to <strong>2006</strong> Year to 2005<br />
Compensation Year to Year to Pension Pension<br />
Salary <strong>and</strong> Fees Bonus Benefits for Loss of Office Sep 06 Sep 05 Contributions Contributions<br />
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000<br />
Executive directors<br />
Stephane Sallmard (1) 340 234 27 643 1,244 393 25 39<br />
Allan Watson 220 180 12 – 412 191 20 11<br />
Ian Stevens 233 104 104 – 441 378 20 15<br />
Douglas Anderson 212 52 2 – 266 238 11 7<br />
David Cairns (2) 38 – 2 – 40 170 2 11<br />
Total 1,264 570 147 643 2,624 1,392 78 83<br />
Notes to the table:<br />
(1) Stephane Sallmard resigned on 30 September <strong>2006</strong>.<br />
(2) David Cairns resigned on 21 December 2005.<br />
(3) Anne Glover’s fees are paid to Amadeus Capital Partners .<br />
(4) Barry Rose was appointed on 21 December 2005.<br />
(5) David Guyer was appointed on 5 May <strong>2006</strong>.<br />
(6) Barry Sealey resigned as Chairman of the Board on 31 December 2005 <strong>and</strong> from the Board on 27 January <strong>2006</strong>.<br />
(7) Michael Rutterford resigned on 21 December 2005.<br />
(8) Ann Gloag resigned on 21 December 2005.<br />
(9) Dr John Padfield was appointed to the Board on the 17 November 2005.<br />
Barry Sealey, Michael Rutterford <strong>and</strong> Ann Gloag did not receive any fees as non-executive Directors.<br />
FUTURE NON-EXECUTIVE DIRECTORS’ REMUNERATION<br />
The current non-executive Directors will receive £25,000 per annum for carrying out their duties. Dr David Guyer will receive an additional £25,000 as Chairman of the<br />
Medical Advisory Board.<br />
Dr Padfield, as Chairman of the Company, will receive £50,000 per annum for acting as Chairman <strong>and</strong> being a Director.<br />
Long-Term Incentive Plans<br />
The Group believes there is benefit to be gained from aligning executive Directors’ interests (<strong>and</strong> other employee interests) with those of shareholders by means of<br />
share-based, long-term incentives.<br />
Shareholder approval for a new share-based LTIP <strong>and</strong> a discretionary share option scheme will be sought at the annual general meeting to be held on 31 January 2007<br />
(summaries of the principal features of the LTIP <strong>and</strong> the discretionary share option scheme will be outlined in the appendix to the notice of annual general meeting).<br />
SHARE OPTIONS GRANTED TO DIRECTORS (AUDITED)<br />
Details of share options of those Directors who served during the financial year ended 30 September <strong>2006</strong> are set out in the table below. No amounts were payable for<br />
the award of the share options.<br />
At 30 Sep 06<br />
Earliest Date<br />
At 1 Oct Granted Lapsed Exercised or Date Ceased Exercise Date from which<br />
2005 (6) During Year (6) During Year During Year to be a Director Price of Grant Exercisable Expiry Date<br />
Stephane Sallmard (1) 500,000 – – – 500,000 £0.80 01 Oct 2001 01 Oct 2001 14 May 2007<br />
125,000 – – – 125,000 £1.00 01 Oct 2002 01 Oct 2002 14 May 2007<br />
1,000 – – – 1,000 £1.00 22 Mar 2001 01 Oct 2004 14 May 2007<br />
625,000 – – – 625,000 £1.00 21 Sep 2005 21 Sep 2005 14 May 2007<br />
1,251,000 1,251,000<br />
Allan Watson 150,000 – – – 150,000 £1.00 01 Dec 2003 01 Dec 2003 30 Nov 2013<br />
1,000 – – – 1,000 £1.00 01 Oct 2004 01 Oct 2004 30 Sep 2014<br />
150,000 – – – 150,000 £1.00 21 Sep 2005 21 Sep 2005 20 Sep 2015<br />
– 100,000 – – 100,000 £1.00 09 Dec 2005 09 Dec <strong>2006</strong> 08 Dec 2015<br />
301,000 100,000 401,000<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong> 29
Directors’ Remuneration <strong>Report</strong><br />
continued<br />
At 30 Sep 06 Earliest Date<br />
At 1 Oct Granted Lapsed Exercised or Date Ceased Exercise Date from which<br />
2005 (6) During Year (6) During Year During Year to be a Director Price of Grant Exercisable Expiry Date<br />
Douglas Anderson 176,000 – – 176,000 – £0.046 15 Apr 1996 15 Apr 1999 14 Apr <strong>2006</strong><br />
1,000 – – – 1,000 £1.00 01 Oct 2004 01 Oct 2004 30 Sep 2014<br />
25,000 – – – 25,000 £1.00 21 Sep 2005 21 Sep 2005 20 Sep 2015<br />
– 100,000 – – 100,000 £1.00 09 Dec 2005 09 Dec <strong>2006</strong> 08 Dec 2015<br />
202,000 100,000 176,000 126,000<br />
Ian Stevens 50,000 – – – 50,000 £1.00 03 Mar 1999 03 Mar 1999 02 Mar 2009<br />
50,000 – – – 50,000 £1.30 01 Mar 2000 01 Mar 2000 28 Feb 2010<br />
100,000 – – – 100,000 £1.45 01 Sep 2000 01 Sep 2000 31 Aug 2010<br />
50,000 – – – 50,000 £0.80 01 Oct 2001 01 Oct 2001 30 Sep 2011<br />
50,000 – – – 50,000 £1.00 01 Oct 2002 01 Oct 2002 30 Sep 2012<br />
100,000 – – – 100,000 £1.00 01 Jul 2003 01 Jul 2003 30 Jun 2013<br />
1,000 – – – 1,000 £1.00 01 Oct 2004 01 Oct 2004 30 Sep 2014<br />
100,000 – – – 100,000 £1.00 21 Sep 2005 21 Sep 2005 20 Sep 2015<br />
50,000 – 6,000 – 44000 £1.00 21 Sep 2005 21 Sep 2005 20 Sep 2015<br />
– 50,000 – – 50,000 £1.00 09 Dec 2005 09 Dec <strong>2006</strong> 08 Dec 2015<br />
551,000 50,000 6,000 595,000<br />
David Cairns (2) 100,000 – – – 100,000 £0.42 17 Nov 1997 17 Nov 1997 16 Nov 2007<br />
40,000 – – – 40,000 £1.30 1 Mar 2000 1 Mar 2000 28 Feb 2010<br />
50,000 – – – 50,000 £0.80 1 Oct 2001 1 Oct 2001 30 Sep 2011<br />
37,500 – – – 37,500 £1.00 1 Oct 2002 1 Oct 2002 30 Sep 2012<br />
1,000 – – – 1,000 £1.00 1 Oct 2004 1 Oct 2004 30 Sep 2014<br />
25,000 – – – 25,000 £1.00 21 Sep 2005 21 Sep 2005 20 Sep 2015<br />
253,500 253,500<br />
Patrick Paul 100,000 – – 100,000 – £0.409 10 Mar 1997 10 Mar 1997 15 Nov <strong>2006</strong><br />
16,000 – – 16,000 – £1.00 28 Sep 1998 28 Sep 1998 15 Nov <strong>2006</strong><br />
12,000 – – 12,000 – £1.30 1 Mar 2000 1 Mar 2000 15 Nov <strong>2006</strong><br />
16,000 – – 16,000 – £0.80 31 Jan 2002 31 Jan 2002 15 Nov <strong>2006</strong><br />
16,000 – – 16,000 – £1.00 18 Feb 2004 18 Feb 2004 15 Nov <strong>2006</strong><br />
8,000 – – 8,000 – £1.00 21 Sep 2005 21 Sep 2005 15 Nov <strong>2006</strong><br />
168,000 168,000<br />
Barry Sealey (3) 100,000 – – – 100,000 £0.41 10 Mar 1997 10 Mar 1997 15 Nov <strong>2006</strong><br />
24,000 – – – 24,000 £1.00 28 Sep 1998 28 Sep 1998 15 Nov <strong>2006</strong><br />
18,000 – – – 18,000 £1.30 1 Mar 2000 1 Mar 2000 15 Nov <strong>2006</strong><br />
24,000 – – – 24,000 £0.80 31 Jan 2002 31 Jan 2002 15 Nov <strong>2006</strong><br />
24,000 – – – 24,000 £1.00 18 Feb 2004 18 Feb 2004 15 Nov <strong>2006</strong><br />
12,000 – – – 12,000 £1.00 21 Sep 2005 21 Sep 2005 15 Nov <strong>2006</strong><br />
202,000 202,000<br />
Michael Rutterford (4) 100,000 – – – 100,000 £0.41 10 Mar 1997 10 Mar 1997 15 Nov <strong>2006</strong><br />
16,000 – – – 16,000 £1.00 28 Sep 1998 28 Sep 1998 15 Nov <strong>2006</strong><br />
12,000 – – – 12,000 £1.30 1 Mar 2000 1 Mar 2000 15 Nov <strong>2006</strong><br />
16,000 – – – 16,000 £0.80 31 Jan 2002 31 Jan 2002 15 Nov <strong>2006</strong><br />
16,000 – – – 16,000 £1.00 18 Feb 2004 18 Feb 2004 15 Nov <strong>2006</strong><br />
8,000 – – – 8,000 £1.00 21 Sep 2005 21 Sep 2005 15 Nov <strong>2006</strong><br />
168,000 168,000<br />
Ann Gloag (5) 8,000 – – – 8,000 £0.80 31 Jan 2002 31 Jan 2002 15 Nov <strong>2006</strong><br />
16,000 – – – 16,000 £1.00 18 Feb 2004 18 Feb 2004 15 Nov <strong>2006</strong><br />
8,000 – – – 8,000 £1.00 21 Sep 2005 21 Sep 2005 15 Nov <strong>2006</strong><br />
32,000 32,000<br />
(1) ceased to be a Director on 30 September <strong>2006</strong><br />
(2) ceased to be a Director on 21 December 2005<br />
(3) ceased to be a Director on 27 January <strong>2006</strong><br />
(4) ceased to be a Director on 21 December 2005<br />
(5) ceased to be a Director on 21 December 2005<br />
(6) The number of share options has been calculated after the consolidation which took place on 27 January <strong>2006</strong>, where two ordinary shares of £0.01 each were<br />
consolidated into one ordinary share of £0.02 each.<br />
30<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
Directors’ Remuneration <strong>Report</strong><br />
continued<br />
Awards granted to five executives on 21 September 2005 contained performance conditions. The awards stipulated vesting as to one third immediately with the<br />
remaining two-thirds vesting subject to satisfaction of performance targets. Such targets are based on the Company achieving two successive quarters of positive<br />
operating profit <strong>and</strong> two successive quarters of positive earnings over the period from grant to 31 March <strong>2006</strong> <strong>and</strong> 31 March 2007 respectively. These performance<br />
periods were accelerated by 12 months due to the IPO <strong>and</strong> the conditions have been achieved.<br />
An award of 50,000 options granted to Ian Stevens on 21 September 2005 contained performance conditions. The award stipulated vesting over four quarters<br />
dependent on the North American business attaining certain performance levels. Such targets are based on the Company budget for the year ended 30 September<br />
<strong>2006</strong> <strong>and</strong> relate to targets for net installs, overhead expenditure <strong>and</strong> revenue per site. The conditions have been achieved.<br />
The outst<strong>and</strong>ing options to a number of non-executive Directors expired nine months after admission to the Official List <strong>and</strong> trading on the main market of the<br />
London Stock Exchange.<br />
The options numbers listed above exclude options reserved under the share save scheme which commenced in April 2002. Stephane Sallmard has a potential 20,688<br />
options priced at £1.00 <strong>and</strong> exercisable between April 2007 <strong>and</strong> September 2007. Ian Stevens has a potential 12,413 options priced at £1.00 <strong>and</strong> exercisable between<br />
April 2007 <strong>and</strong> September 2007.<br />
Aggregate gains made by Directors on the exercise of share options amounted to $979,837 (2005: $nil).<br />
The market price of the shares at 30 September <strong>2006</strong> was £1.85 <strong>and</strong> the highest <strong>and</strong> lowest market prices from flotation to 30 September <strong>2006</strong> were £2.84 to £1.62.<br />
PERFORMANCE GRAPH<br />
The following graph shows the Company’s performance measured by the total shareholder return, compared with the performance of the FTSE Small Cap <strong>and</strong> the<br />
FTSE All Share <strong>and</strong> Healthcare Equipment <strong>and</strong> Services (rebased) indices. The Board believes these comparisons are the most relevant for a Company of <strong>Optos</strong>’ size.<br />
110<br />
100<br />
90<br />
80<br />
70<br />
60<br />
Mar Apr May Jun Jul Aug Sep<br />
<strong>Optos</strong> PLC<br />
FTSE Small Cap – Price index<br />
Health FTSE All Share H/C EQ & SVS £ – Price Index<br />
Source: Datastream<br />
Dr John Padfield<br />
Chairman of the Remuneration Committee<br />
Signed <strong>and</strong> approved for <strong>and</strong> on behalf of the Board<br />
18 December <strong>2006</strong><br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong> 31
Directors’ <strong>Report</strong><br />
The Directors present their report <strong>and</strong> the audited financial statements for the year ended 30 September <strong>2006</strong>.<br />
PRINCIPAL ACTIVITIES AND BUSINESS REVIEW<br />
The Group is principally engaged in the design, development, manufacture <strong>and</strong> marketing of retinal imaging devices. The Directors’ <strong>Report</strong> should be read in<br />
conjunction with the Chairman’s Statement <strong>and</strong> the Operational <strong>and</strong> Financial Review, which together contain details of the principal activities of the Group, a review<br />
of the business during the year <strong>and</strong> an indication of expected progress.<br />
A description of the principal risks <strong>and</strong> uncertainties facing the Group can be found in Note 22 of the financial statements.<br />
FINANCIAL RESULTS AND DIVIDEND<br />
The Group’s consolidated net profit for the year after taxation was $10.8 million (2005: loss of $2.2 million). The Directors do not recommend the payment of a dividend<br />
for the current year. The profit for the year has been transferred to the reserves.<br />
RESEARCH AND DEVELOPMENT<br />
The Group continues to invest in research <strong>and</strong> development. Details of activities on research <strong>and</strong> development are set out in the Operating <strong>and</strong> Financial Review.<br />
SHARE CAPITAL<br />
Following the annual general meeting of the Company held on 27 January <strong>2006</strong>, the members voted to consolidate each ordinary share of £0.01 in the Company on<br />
a 2:1 basis, consolidating two ordinary shares of £0.01 each into one ordinary share of £0.02. The members then voted to increase the share capital of the Company by<br />
£600,000 to £1,800,000 by the creation of an additional 30 million ordinary shares.<br />
As at 1 October 2005, the Company had 46.1 million ordinary shares of £0.02 outst<strong>and</strong>ing. On 15 February <strong>2006</strong>, the Company issued 19.2 million ordinary shares of<br />
£0.02 in respect of new capital raised during the IPO, loan stock conversion <strong>and</strong> through the exercise of various options <strong>and</strong> warrants. In addition to this, during the<br />
year ended 30 September <strong>2006</strong>, 0.7 million ordinary shares were issued to staff exercising options <strong>and</strong> 0.2 million ordinary shares were issued to third parties. As at<br />
30 September <strong>2006</strong>, the Company had 66,178,338 ordinary shares in issue.<br />
Details of the options outst<strong>and</strong>ing under each of the Company’s share option schemes at the end of the year are set out in Note 20 to the Group financial statements<br />
SUBSTANTIAL INTERESTS<br />
As at 7 December <strong>2006</strong>, the Company had been notified, in accordance with Sections 198 to 208 of the Companies Act 1985, of the following interests in the<br />
Company’s ordinary share capital:<br />
Shares Number of Ordinary Shares Percentage of Issued Ordinary Shares<br />
Fidelity Investments 1,877,300 2.8%<br />
The Goldman Sachs Group Inc 2,976,522 4.5%<br />
MPC Investors Ltd 2,175,400 3.3%<br />
DIRECTORS<br />
Details of the current Directors are set out on pages 18 <strong>and</strong> 19.<br />
Details of Board appointments <strong>and</strong> resignations are set out on pages 21 <strong>and</strong> 22.<br />
DIRECTORS’ INTERESTS<br />
Details of Directors’ interests are set out on pages 28 to 31.<br />
MATERIAL CONTRACTS<br />
None of the Directors had any material interest in any contract of significance with the Company <strong>and</strong> its subsidiaries other than their service contracts.<br />
NEW INCENTIVE SCHEMES<br />
Shareholder approval for a new share-based LTIP <strong>and</strong> a discretionary share option scheme will be sought at the annual general meeting to be held on 31 January 2007<br />
(summaries of the principal features of the LTIP <strong>and</strong> the discretionary share option scheme will be outlined in the appendix to the notice of annual general meeting).<br />
CREDITOR PAYMENT POLICY<br />
<strong>Optos</strong>’ policy for all suppliers is to fix terms of payment when agreeing the terms of the credit account, to ensure that the supplier is aware of the terms, <strong>and</strong> to abide<br />
by the agreed terms of payment. Trade payables are paid on the 20th of the month following the month of invoice, equivalent to an average of 35 days.<br />
Other payables are non-interest bearing <strong>and</strong> have an average term of between 30 <strong>and</strong> 60 days.<br />
QUALIFYING THIRD-PARTY INDEMNITY<br />
Since 27 January <strong>2006</strong>, a qualifying third-party indemnity provision has been in force pursuant to the Company’s current articles of association.<br />
32<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
Directors’ <strong>Report</strong><br />
continued<br />
FINANCIAL INSTRUMENTS<br />
The Group’s financial risk management objectives <strong>and</strong> policies are discussed in Note 22.<br />
DIRECTORS’ STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS<br />
In accordance with the Companies (Audit, Investigations <strong>and</strong> Community Enterprise) Act 2004, the Directors declare that they are not aware of any relevant audit<br />
information of which the Company’s auditors are unaware. The Directors have taken all steps that they ought to have taken as Directors in order to make themselves<br />
aware of any relevant audit information <strong>and</strong> to establish that the Company’s auditors are aware of that information.<br />
ANNUAL GENERAL MEETING<br />
The <strong>Annual</strong> General Meeting will be held on 31 January 2007.<br />
AUDITORS<br />
A resolution to reappoint Ernst & Young LLP as auditors will be put to the forthcoming <strong>Annual</strong> General Meeting.<br />
By order of the Board<br />
Allan Watson<br />
Director<br />
18 December <strong>2006</strong><br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong> 33
Statement of Directors’ Responsibilities<br />
In respect of the consolidated financial statements, the Directors are responsible for:<br />
• ensuring the maintenance of proper accounting records which disclose with reasonable accuracy the financial position of the Group at any time <strong>and</strong> from which<br />
financial statements can be prepared to comply with the Companies Act 1985 <strong>and</strong> Article 4 of the IAS Regulation;<br />
• preparing financial statements for each financial period, which give a true <strong>and</strong> fair view, in accordance with IFRS as adopted for use in the European Union, of the<br />
state of affairs of the Group as at the end of the financial period <strong>and</strong> of the profit or loss for that period;<br />
• ensuring the operation of systems of internal control <strong>and</strong> for taking reasonable steps to safeguard the assets of the Group <strong>and</strong> for preventing <strong>and</strong> detecting fraud<br />
<strong>and</strong> other irregularities.<br />
In respect of the Company financial statements, the Directors are:<br />
• responsible for ensuring the maintenance of proper accounting records which disclose with reasonable accuracy the financial position of the Company at any time<br />
<strong>and</strong> from which financial statements can be prepared to comply with the Companies Act 1985;<br />
• required by law to prepare financial statements for each financial period which give a true <strong>and</strong> fair view of the state of affairs of the Company as at the end of the<br />
financial period <strong>and</strong> of the profit or loss for that period;<br />
• responsible also for ensuring the operation of systems of internal control <strong>and</strong> for taking reasonable steps to safeguard the assets of the Company <strong>and</strong> for preventing<br />
<strong>and</strong> detecting fraud <strong>and</strong> other irregularities.<br />
The Directors have elected to prepare the parent financial statements in accordance with applicable United Kingdom Accounting St<strong>and</strong>ards (United Kingdom<br />
Generally Accepted Accounting Practice).<br />
The financial statements for the year ended 30 September <strong>2006</strong> are included in the annual report for <strong>2006</strong>, which is published in hard-copy printed form <strong>and</strong> made<br />
available on the website. The Directors are responsible for the maintenance <strong>and</strong> integrity of the annual report on the website, in accordance with UK legislation governing<br />
the preparation <strong>and</strong> dissemination of financial statements. Access to the website is available from outside the UK, where comparable legislation may be different.<br />
Under applicable law <strong>and</strong> regulations, the Directors are also responsible for preparing a Directors’ <strong>Report</strong>, Directors’ Remuneration <strong>Report</strong> <strong>and</strong> the Corporate<br />
Governance Statement that comply with that law <strong>and</strong> those regulations.<br />
34<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
Independent Auditors’ <strong>Report</strong><br />
to the members of <strong>Optos</strong> plc<br />
We have audited the Group financial statements of <strong>Optos</strong> plc for the year ended 30 September <strong>2006</strong>, which comprise the Consolidated Income Statement, the<br />
Consolidated Balance Sheet, the Consolidated Statement of Changes in Equity <strong>and</strong> the Consolidated Cash Flow Statement <strong>and</strong> the related Notes 1 to 23. These Group<br />
financial statements have been prepared under the accounting policies set out therein.<br />
We have reported separately on the parent company financial statements of <strong>Optos</strong> plc for the year ended 30 September <strong>2006</strong> <strong>and</strong> on the information in the Directors’<br />
Remuneration <strong>Report</strong>, that is described as having been audited.<br />
This report is made solely to the Company’s members, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit work has been undertaken so<br />
that we might state to the Company’s members those matters we are required to state to them in an auditors’ report <strong>and</strong> for no other purpose. To the fullest extent<br />
permitted by law, we do not accept or assume responsibility to anyone other than the Company <strong>and</strong> the Company’s members as a body, for our audit work, for this<br />
report, or for the opinions we have formed.<br />
Respective Responsibilities of Directors <strong>and</strong> Auditors<br />
The Directors are responsible for preparing the <strong>Annual</strong> <strong>Report</strong> <strong>and</strong> the Group financial statements in accordance with applicable United Kingdom law <strong>and</strong> International<br />
Financial <strong>Report</strong>ing St<strong>and</strong>ards (IFRS) as adopted by the European Union as set out in the Statement of Directors’ Responsibilities.<br />
Our responsibility is to audit the Group financial statements in accordance with relevant legal <strong>and</strong> regulatory requirements <strong>and</strong> International St<strong>and</strong>ards on Auditing<br />
(UK <strong>and</strong> Irel<strong>and</strong>).<br />
We report to you our opinion as to whether the Group financial statements give a true <strong>and</strong> fair view, the Group financial statements have been properly prepared in<br />
accordance with the Companies Act 1985 <strong>and</strong> Article 4 of the IAS Regulations. We also report to you whether the information given in the Directors’ report is consistent<br />
with the financial statements. The information given in the Directors’ report includes that specific information presented in the Operational <strong>and</strong> Financial Review that is<br />
cross-referred from the Business Review section of the Directors’ <strong>Report</strong>.<br />
In addition, we report to you if, in our opinion, we have not received all the information <strong>and</strong> explanations we require for our audit, or if information specified by law<br />
regarding Directors’ remuneration <strong>and</strong> other transactions is not disclosed.<br />
We review whether the Corporate Governance Statement reflects the Company’s compliance with the nine provisions of the 2003 FRC Combined Code specified for<br />
our review by the Listing Rules of the Financial Services Authority, <strong>and</strong> we report if it does not. We are not required to consider whether the Board’s statements on<br />
internal control cover all risks <strong>and</strong> controls, or form an opinion on the effectiveness of the Group’s corporate governance procedures or its risk <strong>and</strong> control procedures.<br />
We read other information contained in the <strong>Annual</strong> <strong>Report</strong> <strong>and</strong> consider whether it is consistent with the audited Group financial statements. The other information<br />
comprises only the Highlights, the History of <strong>Optos</strong>, A Closer Look at <strong>Optos</strong>, optomap® Retinal Exam, the Chairman’s Statement, the Operational <strong>and</strong> Financial Review,<br />
Board of Directors, Corporate Governance, Corporate Social Responsibility, the unaudited part of the Directors’ Remuneration <strong>Report</strong> <strong>and</strong> the Directors’ <strong>Report</strong>. We<br />
consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the Group financial statements. Our<br />
responsibilities do not extend to any other information.<br />
Basis of Audit Opinion<br />
We conducted our audit in accordance with International St<strong>and</strong>ards on Auditing (UK <strong>and</strong> Irel<strong>and</strong>) issued by the Auditing Practices Board. An audit includes<br />
examination, on a test basis, of evidence relevant to the amounts <strong>and</strong> disclosures in the Group financial statements. It also includes an assessment of the significant<br />
estimates <strong>and</strong> judgements made by the Directors in the preparation of the Group financial statements, <strong>and</strong> of whether the accounting policies are appropriate to the<br />
Group’s circumstances, consistently applied <strong>and</strong> adequately disclosed.<br />
We planned <strong>and</strong> performed our audit so as to obtain all the information <strong>and</strong> explanations which we considered necessary in order to provide us with sufficient<br />
evidence to give reasonable assurance that the Group financial statements are free from material misstatement, whether caused by fraud or other irregularity or error.<br />
In forming our opinion, we also evaluated the overall adequacy of the presentation of information in the Group financial statements.<br />
Opinion<br />
In our opinion :<br />
• the Group financial statements give a true <strong>and</strong> fair view, in accordance with IFRSs as adopted by the European Union, of the state of the Group’s affairs as at<br />
30 September <strong>2006</strong> <strong>and</strong> of its profit for the year then ended;<br />
• the Group financial statements have been properly prepared in accordance with the Companies Act 1985 <strong>and</strong> Article 4 of the IAS Regulation; <strong>and</strong><br />
• the information given in the Directors’ <strong>Report</strong> is consistent with the Group financial statements.<br />
Ernst & Young LLP<br />
Registered Auditor<br />
Glasgow<br />
18 December <strong>2006</strong><br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong> 35
Consolidated Income Statement<br />
For the year ended 30 September <strong>2006</strong><br />
<strong>2006</strong> 2005<br />
Notes $’000 $’000<br />
Revenue 4 67,720 48,399<br />
Cost of sales (23,304) (16,956)<br />
Gross profit 44,416 31,443<br />
Other income – 321<br />
Selling <strong>and</strong> distribution costs (13,714) (9,689)<br />
Administrative expenses (24,216) (17,622)<br />
Operating profit before share-based payments 6,486 4,453<br />
Share-based payments 20 (2,163) (1,170)<br />
Operating profit after share-based payments 4,323 3,283<br />
Finance revenue 5 1,118 78<br />
Finance costs 5 (6,541) (5,954)<br />
Loss from continuing operations before taxation 4 (1,100) (2,593)<br />
Income tax credit 7 11,907 396<br />
Net profit/(loss) for the year<br />
attributable to equity holders of the parent 10,807 (2,197)<br />
Profit/(loss) per ordinary share<br />
Basic 8 18.5c (4.8)c<br />
Diluted 8 17.6c (4.8)c<br />
36<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
Consolidated Balance Sheet<br />
As at 30 September <strong>2006</strong><br />
<strong>2006</strong> 2005<br />
Notes $’000 $’000<br />
Non-current assets<br />
Property, plant <strong>and</strong> equipment 9 77,643 66,355<br />
Intangible assets 10 7,844 5,735<br />
Deferred tax asset 7 11,907 –<br />
Total non-current assets 97,394 72,090<br />
Current assets<br />
Inventories 11 3,693 2,708<br />
Trade <strong>and</strong> other receivables 12 7,362 4,887<br />
Cash <strong>and</strong> cash equivalents 13 36,152 2,163<br />
Total current assets 47,207 9,758<br />
Current liabilities<br />
Trade <strong>and</strong> other payables 14 (10,252) (7,806)<br />
Financial liabilities 15 (40,940) (38,440)<br />
Provisions 17 (114) (281)<br />
Total current liabilities (51,306) (46,527)<br />
Total assets less current liabilities 93,295 35,321<br />
Non-current liabilities<br />
Financial liabilities 15 (40,220) (55,073)<br />
Provisions 17 (1,025) (562)<br />
Government grants 18 (714) (714)<br />
Total non-current liabilities (41,959) (56,349)<br />
Net assets/(liabilities) 51,336 (21,028)<br />
Equity attributable to equity holders of the parent<br />
Issued capital 2,361 1,665<br />
Share premium 111,375 52,472<br />
Retained earnings (62,271) (75,136)<br />
Other reserves (129) (29)<br />
Total equity 51,336 (21,028)<br />
Approved by the Board of Directors on 18 December <strong>2006</strong> <strong>and</strong> signed on its behalf by:<br />
Allan Watson<br />
Director<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong> 37
Consolidated Statement of Changes in Equity<br />
For the year ended 30 September <strong>2006</strong><br />
Share Share Equity Retained<br />
Capital Premium Reserve Earnings Other Total<br />
$’000 $’000 $’000 $’000 $’000 $’000<br />
At 1 October 2004 1,663 52,417 – (74,510) 686 (19,744)<br />
Exchange differences on foreign operations – – – – (29) (29)<br />
Loss for the year – – – (2,197) – (2,197)<br />
Total income <strong>and</strong> expenses for year – – – (2,197) (29) (2,226)<br />
1,663 52,417 – (76,707) 657 (21,970)<br />
Reserve transfer – – – 686 (686) –<br />
Issue of ordinary share capital 2 55 – – – 57<br />
Share-based payments – – – 885 – 885<br />
At 30 September 2005 1,665 52,472 – (75,136) (29) (21,028)<br />
Implementation of IAS32/39 – – 2,744 (1,305) – 1,439<br />
At 1 October 2005 1,665 52,472 2,744 (76,441) (29) (19,589)<br />
Exchange differences on foreign operations – – – – (100) (100)<br />
Profit for the year – – – 10,807 – 10,807<br />
Total income <strong>and</strong> expenses for year – – – 10,807 (100) 10,707<br />
1,665 52,472 2,744 (65,634) (129) (8,882)<br />
Conversion of loan 217 10,213 (2,744) 1,543 – 9,229<br />
Issue of ordinary share capital 479 54,295 – – – 54,774<br />
Cost of issue of ordinary share capital – (5,605) – – – (5,605)<br />
Share-based payments – – – 1,820 – 1,820<br />
At 30 September <strong>2006</strong> 2,361 111,375 – (62,271) (129) 51,336<br />
Share Premium<br />
Share premium comprises the difference between the net proceeds <strong>and</strong> nominal value on issue of the Company’s equity share capital.<br />
Other Reserves<br />
Other reserves comprise:<br />
Special Reserve<br />
This reserve was used to record a reduction in capital during the year ended 30 September 1997. The special reserve was created following the cancellation of the<br />
share premium account as at 30 September 1997 of £1,112,000, against which was applied the debit balance on the profit <strong>and</strong> loss account at that time of £733,000.<br />
As no debts or claims against <strong>Optos</strong> at 30 September 1997 remain, the balance on special reserves of $686,000 has been reclassified to the profit <strong>and</strong> loss account.<br />
Foreign Exchange Reserve<br />
This reserve includes all cumulative differences on the translation of the Group’s net investment in foreign operations. <strong>Optos</strong> has elected to deem the cumulative<br />
differences on the retranslation into sterling of the Group’s net investment in foreign operations to be $nil as at 1 October 2004. As a result, in the event of the<br />
subsequent disposal of a foreign operation, any gain or loss on disposal will include cumulative translation differences arising only on or after 1 October 2004.<br />
38<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
Consolidated Cash Flow Statement<br />
For the year ended 30 September <strong>2006</strong><br />
<strong>2006</strong> 2005<br />
Notes $’000 $’000<br />
Cash flows from operating activities<br />
Operating profit after share-based payments 4,323 3,283<br />
Adjustments for:<br />
Depreciation <strong>and</strong> amortisation 21,273 14,689<br />
Loss on disposal 756 –<br />
Share-based payments 1,820 1,170<br />
Increase in trade <strong>and</strong> other receivables (2,475) (1,063)<br />
Increase in inventories (985) (447)<br />
Increase/(decrease) in trade payables 1,651 (1,837)<br />
Government grant receipt – 316<br />
Increase in provisions 296 285<br />
Research <strong>and</strong> development tax credit – 396<br />
Net cash inflows from operating activities 26,659 16,792<br />
Cash flows used in investing activities<br />
Interest received 1,118 78<br />
Purchases of property, plant <strong>and</strong> equipment (PPE) (32,015) (34,448)<br />
Expenditure on intangible assets (2,463) (2,777)<br />
Net cash flows used in investing activities (33,360) (37,147)<br />
Cash flows from financing activities<br />
Proceeds from finance leases 45,240 40,771<br />
Payment of finance leases (40,163) (25,385)<br />
Proceeds from share issues 49,169 57<br />
Interest paid (6,287) (5,390)<br />
Net cash flows from financing activities 47,959 10,053<br />
Net increase/(decrease) in cash <strong>and</strong> cash equivalents 41,258 (10,302)<br />
Effect of exchange on cash & cash equivalents (416) (497)<br />
Cash <strong>and</strong> cash equivalents at beginning of period (4,690) 6,109<br />
Cash <strong>and</strong> cash equivalents at end of period 13 36,152 (4,690)<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong> 39
Notes to the Consolidated Financial Statements<br />
For the year ended 30 September <strong>2006</strong><br />
1 AUTHORISATION OF FINANCIAL STATEMENTS & STATEMENTS OF COMPLIANCE<br />
The consolidated financial statements of <strong>Optos</strong> plc for the year ended 30 September <strong>2006</strong> were approved <strong>and</strong> authorised for issue by the Directors on 18 December<br />
<strong>2006</strong>. <strong>Optos</strong> plc is a limited company incorporated in Scotl<strong>and</strong> <strong>and</strong> is listed on the London Stock Exchange.<br />
The consolidated financial statements of <strong>Optos</strong> plc have been prepared in accordance with International Financial <strong>Report</strong>ing St<strong>and</strong>ards (“IFRS”) as adopted by the<br />
European Union <strong>and</strong> applied in accordance with the provisions of the Companies Act 1985. These are the first annual financial statements of the Group prepared in<br />
accordance with IFRS, <strong>and</strong> IFRS 1 has been applied.<br />
2 ACCOUNTING POLICIES<br />
The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to the years<br />
presented, unless otherwise stated.<br />
a) Basis of Preparation<br />
In June 2002, the European Union (“EU”) adopted Regulations which require that the consolidated accounts of listed companies in the EU should, from 2005,<br />
be presented in accordance with EU-adopted International Financial <strong>Report</strong>ing St<strong>and</strong>ards <strong>and</strong> International Accounting St<strong>and</strong>ards (“IAS”).<br />
For the year ended 30 September <strong>2006</strong>, <strong>Optos</strong> plc (“the Group”) has adopted IFRS for the first time.<br />
The financial statements have been prepared in accordance with the accounting policies based on International Financial <strong>Report</strong>ing St<strong>and</strong>ards (“IFRS”) <strong>and</strong> IFRIC<br />
interpretations endorsed by the European Union (“EU”) <strong>and</strong> with those parts of the Companies Act 1985 applicable to companies reporting under IFRS. The financial<br />
statements have been prepared under the historical cost convention as modified by the revaluation of derivative financial instruments. The 2005 comparative<br />
information has, as permitted by the exemption in IFRS 1, not been prepared in accordance with IAS 32, ‘Financial Instruments: Disclosure <strong>and</strong> Presentation’, <strong>and</strong> IAS 39,<br />
‘Financial Instruments: Recognition <strong>and</strong> Measurement’. Instead, IAS 32 <strong>and</strong> IAS 39 have been implemented with effect from 1 October 2005.<br />
The Group’s consolidated financial statements were prepared in accordance with UK GAAP until 30 September 2005. UK GAAP differs in some areas from IFRS.<br />
In preparing the Group’s <strong>2006</strong> consolidated financial statements, management has amended certain accounting, valuation <strong>and</strong> consolidation methods applied in<br />
the UK GAAP financial statements to comply with IFRS. The comparative figures in respect of 2005 have been restated to reflect these adjustments.<br />
Reconciliations <strong>and</strong> descriptions of the effect of the transition from UK GAAP to IFRS are provided in Note 23.<br />
The consolidated financial statements are presented in US dollars <strong>and</strong> all values are rounded to the nearest thous<strong>and</strong> ($’000), except when otherwise indicated.<br />
b) Basis of consolidation<br />
The financial statements of the subsidiaries are prepared for the same reporting year as the parent company, using consistent accounting policies.<br />
All intercompany balances <strong>and</strong> transactions, including unrealised profits arising from intra-group transactions, have been eliminated in full.<br />
c) Foreign currency translation<br />
The consolidated financial statements are presented in US dollars, which is the Company’s functional <strong>and</strong> presentation currency. Each entity in the Group determines<br />
its own functional currency <strong>and</strong> items included in the financial statements of each entity are measured using that functional currency. Transactions in foreign<br />
currencies are initially recorded in the functional currency rate ruling at the date of the transaction. Monetary assets <strong>and</strong> liabilities denominated in foreign currencies<br />
are retranslated at the functional currency rate of exchange ruling at the balance sheet date. All differences are taken to profit or loss, with the exception of differences<br />
on foreign currency borrowings that provide a hedge against a net investment in a foreign entity. These are taken directly to equity until the disposal of the net<br />
investment, at which time they are recognised in profit or loss. Tax charges <strong>and</strong> credits attributable to exchange differences on those borrowings are also dealt with<br />
in equity. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial<br />
transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.<br />
The functional currency of the foreign operations <strong>Optos</strong> Canada Inc. <strong>and</strong> <strong>Optos</strong> Gmbh, is the Canadian dollar <strong>and</strong> Euro respectively. As at the reporting date, the assets<br />
<strong>and</strong> liabilities of these subsidiaries are translated into the presentation currency of <strong>Optos</strong> plc (the US dollar) at the rate of exchange ruling at the balance sheet date <strong>and</strong>,<br />
their income statements are translated at the weighted average exchange rates for the year. The exchange differences arising on the translation are taken directly to<br />
a separate component of equity. On disposal of a foreign entity, the deferred cumulative amount recognised in equity relating to that particular foreign operation is<br />
recognised in the income statement. The Company’s share capital <strong>and</strong> share premium account are denominated in £ sterling <strong>and</strong> are translated at the historical rates of<br />
exchange.<br />
<strong>Optos</strong> has elected to deem the cumulative differences on the retranslation into sterling of the Group’s net investment in foreign operations to be $nil as at 1 October<br />
2004. As a result, in the event of the subsequent disposal of a foreign operation, any gain or loss on disposal will only include cumulative translation differences arising<br />
on or after 1 October 2004.<br />
40<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
Notes to the Consolidated Financial Statements<br />
continued<br />
d) Property, plant <strong>and</strong> equipment<br />
Property, plant <strong>and</strong> equipment is stated at cost, excluding the costs of the day-to-day servicing, less accumulated depreciation <strong>and</strong> accumulated impairment in value.<br />
Depreciation is provided on all property, plant <strong>and</strong> equipment at rates calculated to write off the cost less estimated residual values based on prices prevailing at the<br />
balance sheet date of each asset evenly over its expected useful, life as follows:<br />
Leasehold improvements<br />
P200 equipment<br />
Other plant & equipment<br />
10 years<br />
5 years<br />
3 to 10 years<br />
P200 equipment refers to retinal examination equipment located at healthcare professional sites <strong>and</strong> being used on a pay-per-examination basis, <strong>and</strong> significant<br />
component parts <strong>and</strong> major spares. P200 equipment is depreciated upon activation at the relevant healthcare professional site.<br />
The carrying values of plant <strong>and</strong> equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be<br />
recoverable.<br />
An item of property, plant <strong>and</strong> equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss<br />
arising on derecognition of the asset (calculated as the difference between the net disposal proceeds <strong>and</strong> the carrying amount of the asset) is included in the income<br />
statement in the year the asset is derecognised.<br />
The assets’ residual values, useful lives <strong>and</strong> methods are reviewed, <strong>and</strong> adjusted if appropriate, at each financial year end.<br />
e) Leases<br />
Finance leases, which transfer to the Group substantially all the risks <strong>and</strong> benefits incidental to ownership of the leased item, are capitalised at the inception of the<br />
lease at the fair value or, if lower, at the present value of the minimum lease payments or, in respect of P200 equipment, at the cost of manufacture. Lease payments<br />
are apportioned between the finance charges <strong>and</strong> reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability.<br />
Finance charges are charged directly against income.<br />
Capitalised leased assets are depreciated over the shorter of the estimated useful life of the asset <strong>and</strong> the lease term, if there is no reasonable certainty that the Group<br />
will obtain ownership by the end of the lease term.<br />
Operating lease payments are recognised as an expense in the income statement on a straight-line basis over the lease term.<br />
Upon placement of P200 equipment at a healthcare professional site, the Group enters into a financing agreement with third-party providers of vendor finance<br />
involving the sale of P200 equipment, with legal title being transferred back at the end of the period. As the significant risks <strong>and</strong> rewards of ownership are retained by<br />
the Group, the proceeds received from the third-party providers of vendor finance are recorded as fixed-rate obligations which are repayable by instalments <strong>and</strong> are<br />
secured over the related P200 assets.<br />
f) Intangible assets<br />
Intangible assets are carried at cost less accumulated amortisation <strong>and</strong> accumulated impairment loss. Internally generated intangible assets, excluding capitalised<br />
development costs, are not capitalised, <strong>and</strong> expenditure is charged against profits in the year in which the expenditure is incurred.<br />
Research <strong>and</strong> development costs<br />
Research costs are expensed as incurred. Development expenditure incurred on an individual project is carried forward when its future recoverability can reasonably<br />
be regarded as assured. Following the initial recognition of the development expenditure, the cost model is applied, requiring the asset to be carried at cost less any<br />
accumulated amortisation <strong>and</strong> accumulated impairment losses. Any expenditure carried forward is amortised over the period of expected future revenues from the<br />
related project.<br />
The carrying value of development costs is reviewed for impairment annually when the asset is not yet in use, or more frequently when an indication of impairment<br />
arises during the reporting year.<br />
Computer software<br />
Computer software that is not integral to an item of property, plant <strong>and</strong> equipment is recognised separately as an intangible asset. Amortisation is provided on a<br />
straight-line basis so as to charge the cost of the software to the income statement over its expected useful life, which is in the range three to five years.<br />
g) Impairment of assets<br />
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication of impairment exists, or when annual<br />
impairment testing for an asset is required, the Group makes an estimate of the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s,<br />
or cash-generating unit’s, fair value less costs to sell, <strong>and</strong> its value in use, <strong>and</strong> is determined for an individual asset, unless the asset does not generate cash inflows that<br />
are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered<br />
impaired <strong>and</strong> is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax<br />
discount rate that reflects current market assessments of the time value of money <strong>and</strong> the risks specific to the asset. Impairment losses of continuing operations are<br />
recognised in the income statement in those expense categories consistent with the function of the impaired asset.<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong> 41
Notes to the Consolidated Financial Statements<br />
continued<br />
An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have<br />
decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only if there has been a change in<br />
the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset<br />
is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no<br />
impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss. After such a reversal, the depreciation charge is adjusted in<br />
future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.<br />
h) Inventories<br />
Inventories primarily comprise spares components related to P200 equipment. Inventories are valued at the lower of cost <strong>and</strong> net realisable value. Costs incurred in<br />
bringing each product to its present location <strong>and</strong> condition are accounted for as follows:<br />
• Raw materials spares & consumables – purchase cost on a first-in, first-out basis;<br />
• Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion <strong>and</strong> the estimated costs necessary to make the sale.<br />
i) Trade <strong>and</strong> other receivables<br />
Trade receivables, which generally have 30-90 days’ terms, are recognised <strong>and</strong> carried at original invoice amount less an allowance for any uncollectible amounts.<br />
Provision is made when there is objective evidence that the Group will not be able to collect the debts. Balances are written off when the probability of recovery is<br />
assessed as being remote.<br />
j) Cash <strong>and</strong> cash equivalents<br />
Cash <strong>and</strong> short-term deposits in the balance sheet comprise cash at banks <strong>and</strong> in h<strong>and</strong> <strong>and</strong> short-term deposits with an original maturity of three months or less.<br />
For the purpose of the consolidated cash flow statement, cash <strong>and</strong> cash equivalents consist of cash <strong>and</strong> cash equivalents as defined above, net of outst<strong>and</strong>ing bank overdrafts.<br />
k) Interest-bearing loans <strong>and</strong> borrowings<br />
All loans <strong>and</strong> borrowings are initially recognised at the fair value of the consideration received less directly attributable transaction costs. After initial recognition,<br />
interest-bearing loans <strong>and</strong> borrowings are subsequently measured at amortised cost using the effective interest method.<br />
l) Income taxes<br />
Current tax assets <strong>and</strong> liabilities for the current <strong>and</strong> prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities.<br />
The tax rates <strong>and</strong> tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date.<br />
Deferred income tax is provided using the liability method on temporary differences at the balance sheet date between the tax bases of assets <strong>and</strong> liabilities <strong>and</strong> their<br />
carrying amounts for financial reporting purposes.<br />
Deferred income tax is recognised for all taxable temporary differences, except:<br />
• where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination <strong>and</strong>,<br />
at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; <strong>and</strong><br />
• in respect of taxable temporary differences associated with investments in subsidiaries, where the timing of the reversal of the temporary differences can be<br />
controlled <strong>and</strong> it is probable that the temporary differences will not reverse in the foreseeable future.<br />
• Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax credits <strong>and</strong> unused tax losses, to the extent that it is<br />
probable that taxable profit will be available against which the deductible temporary differences, <strong>and</strong> the carry-forward of unused tax credits <strong>and</strong> unused tax losses<br />
can be utilised.<br />
The carrying amount of deferred income tax assets will be reviewed at each balance sheet date <strong>and</strong> reduced to the extent that it is no longer probable that sufficient<br />
taxable profit will be available to allow all or part of the deferred income tax asset to be utilised. Unrecognised deferred income tax assets are reassessed at each<br />
balance sheet date <strong>and</strong> are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.<br />
Deferred income tax assets <strong>and</strong> liabilities are measured on an undiscounted basis at the tax rates that are expected to apply to the year when the asset is realised or the<br />
liability is settled, based on tax rates (<strong>and</strong> tax laws) that have been enacted or substantively enacted at the balance sheet date.<br />
Income tax relating to items recognised directly in equity is recognised in equity <strong>and</strong> not in the income statement. Otherwise, income tax is recognised in the income<br />
statement.<br />
Deferred tax assets <strong>and</strong> deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities <strong>and</strong> the deferred<br />
taxes are related to the same taxable entity <strong>and</strong> the same taxation authority.<br />
Revenues, expenses <strong>and</strong> assets are recognised net of the amount of sales tax, except:<br />
• where the sales tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case, the sales tax is recognised as part of<br />
the cost of acquisition of the asset or as part of the expense item as applicable; <strong>and</strong><br />
• receivables <strong>and</strong> payables that are stated with the amount of sales tax included.<br />
The net amount of sales tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet.<br />
42<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
Notes to the Consolidated Financial Statements<br />
continued<br />
m) Share-based payment transactions<br />
Employees (including senior executives) of the Group receive remuneration in the form of share-based payment transactions, whereby employees render services as<br />
consideration for equity instruments (“equity-settled transactions”).<br />
The cost of equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted <strong>and</strong> is recognised as an<br />
expense over the vesting period, which ends on the date on which the relevant employees become fully entitled to the award. In valuing equity-settled transactions,<br />
no account is taken of any performance conditions, other than conditions linked to the price of the shares of the Company (“market conditions”), if applicable.<br />
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting<br />
irrespective of whether or not the market condition is satisfied, provided that all other performance conditions are satisfied.<br />
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance <strong>and</strong>/or service<br />
conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (‘the vesting date’). The cumulative expense<br />
recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired <strong>and</strong> the Group’s<br />
best estimate of the number of equity instruments that will ultimately vest. The income statement charge or credit for a period represents the movement in<br />
cumulative expense recognised as at the beginning <strong>and</strong> end of that period.<br />
Where the terms of an equity-settled award are modified, or a new award is designated as replacing a cancelled or settled award, the cost based on the original<br />
award terms continues to be recognised over the original vesting period. In addition, an expense is recognised over the remainder of the new vesting period for<br />
the incremental fair value of any modification, based on the difference between the fair value of the original award <strong>and</strong> the fair value of the modified award,<br />
both as measured on the date of modification. No reduction is recognised if this difference is negative.<br />
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, <strong>and</strong> any cost not yet recognised in the income statement for<br />
the award is expensed immediately. Any compensation paid up to the fair value of the award at the cancellation or settlement date is deducted from equity, with any<br />
excess over fair value being treated as an expense in the income statement.<br />
The Group has taken advantage of the transitional provisions of IFRS 2 in respect of equity-settled awards, <strong>and</strong> has applied IFRS 2 only to equity-settled awards granted<br />
after 7 November 2002 that had not vested on 1 January 2005.<br />
n) Revenue recognition<br />
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group <strong>and</strong> the revenue can be reliably measured. Revenue is<br />
measured at the fair value of the consideration received excluding discounts, rebates, VAT <strong>and</strong> other sales tax or duties. The following specific recognition criteria must<br />
also be met before revenue is recognised:<br />
Sale of goods<br />
Revenue from the sale of goods is recognised when the significant risks <strong>and</strong> rewards of ownership of the goods have passed to the buyer, usually on dispatch.<br />
Rendering of services<br />
Revenue from the provision of retinal examinations to the healthcare sector is recognised once the service has been provided. Such examinations are undertaken by<br />
healthcare professionals who generally enter into “pay-per-patient” agreements.<br />
Revenue is recognised on a pay-per-examination basis, usually with a minimum monthly usage level being agreed with the local healthcare professional.<br />
Interest income<br />
Revenue is recognised as interest accrues on cash deposits.<br />
o) Borrowing costs<br />
Borrowing costs are recognised as an expense when incurred.<br />
p) Government grants<br />
Government grants are recognised where there is reasonable assurance that the grant will be received <strong>and</strong> all attaching conditions will be complied with.<br />
When the grant relates to an expense item, it is recognised as income over the period necessary to match the grant on a systematic basis to the costs that it is<br />
intended to compensate. Where the grant relates to an asset, the fair value is credited to a deferred income account <strong>and</strong> is released to the income statement<br />
over the expected useful life of the relevant assets.<br />
q) Post-employment benefits<br />
Post employment benefits comprise pension benefits provided to employees throughout the world.<br />
The Company operates a defined contribution pension scheme. The assets of the scheme are invested <strong>and</strong> managed independently of the finances of the Company.<br />
The contributions payable are recognised in the income statement in the period in which they become payable.<br />
r) Exceptional items<br />
The Group presents as exceptional items on the face of the income statement, those material items of income <strong>and</strong> expense which, because of the nature <strong>and</strong><br />
expected infrequency of the events giving rise to them, merit separate presentation to allow shareholders to underst<strong>and</strong> better the elements of financial performance<br />
in the year, so as to facilitate comparison with prior periods <strong>and</strong> to assess better trends in financial performance.<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong> 43
Notes to the Consolidated Financial Statements<br />
continued<br />
s) Financial instruments<br />
Prospective adoption of IAS32 <strong>and</strong> IAS39<br />
As permitted by IFRS1, the Group has elected to apply IAS32 “Financial Instruments: Disclosure <strong>and</strong> Presentation” <strong>and</strong> IAS39 “Financial Instruments: Recognition <strong>and</strong><br />
Measurement” prospectively from 1 October 2005. As a result, the relevant comparative information for the year ended 30 September 2005 <strong>and</strong> as at 30 September<br />
2005 does not reflect the impact of these st<strong>and</strong>ards <strong>and</strong> is accounted for in accordance with UK GAAP.<br />
Derivative financial instruments<br />
<strong>Optos</strong> has used derivative financial instruments, principally forward currency contracts, to reduce its exposure to exchange rate movements. Under UK GAAP,<br />
such derivative contracts are not recognised as assets <strong>and</strong> liabilities on the balance sheet, <strong>and</strong> gains or losses arising on them are not recognised until the hedged<br />
item has itself been recognised in the financial statements.<br />
From 1 October 2005, derivative financial instruments are recognised as assets <strong>and</strong> liabilities measured at their fair value at the balance sheet date. Changes in fair<br />
values will be recognised in the income statement <strong>and</strong> this is likely to cause volatility in situations where the carrying value of the hedged item is either not adjusted<br />
to reflect fair value changes arising from the hedged risk, or is so adjusted but that adjustment is not recognised in the income statement. However, under certain<br />
conditions specified within IAS39, hedge accounting may be used to mitigate income statement volatility. The Group had no outst<strong>and</strong>ing contracts at 30 September<br />
2005 <strong>and</strong> had no contracts during the year to 30 September <strong>2006</strong>.<br />
Compound financial instruments<br />
<strong>Optos</strong> had in issue secured loan notes <strong>2006</strong> <strong>and</strong> unsecured loan notes 2007, both of which were convertible at the holder’s option into ordinary shares of<br />
1p each. Under UK GAAP, convertible bonds are treated as debt, with the finance cost being measured on the assumption that the debt will not be converted.<br />
Under IAS 32, from 1 October 2005 convertible bonds are split into a liability <strong>and</strong> a conversion option. On issue, the fair value of the liability component is determined<br />
using a market rate for an equivalent non-convertible bond <strong>and</strong> recognised in non-current liabilities as part of borrowings on an amortised cost basis until<br />
extinguished on conversion or redemption. The remainder of the proceeds is allocated to the conversion option. If the conversion option meets the definition of<br />
an equity instrument, no subsequent changes in the value are recognised in the financial statements. However, where settlement is in a currency other than the<br />
functional currency of <strong>Optos</strong>, the remainder of the proceeds are recognised as a financial liability, with the change in value of the conversion option in subsequent<br />
accounting periods being recognised in the income statement. At the date of issue, the compound financial instruments were denominated in the functional currency<br />
of <strong>Optos</strong> <strong>and</strong>, accordingly, the remainder of the proceeds were treated as an equity instrument.<br />
At 1 October 2005, the carrying value of the secured loan stock <strong>2006</strong> <strong>and</strong> unsecured loan stock 2007 was reduced by $1,439,000, of which $2,744,000 reflects the<br />
removal of the original value of the conversion options (which is taken to equity) <strong>and</strong> the balance of $1,305,000 represents the imputed interest calculated on an<br />
amortised costs basis from date of issue to 1 October 2005 (which is taken to retained earnings). The impact on <strong>2006</strong>, up to the point of conversion, has been to<br />
increase finance costs by $253,000 for imputed interest <strong>and</strong> a decrease in administrative expenses of $162,000 related to foreign exchange movements.<br />
Share warrants<br />
<strong>Optos</strong> had in issue a number of share warrants entitling the holders to subscribe for ordinary shares of 1p each at set prices under certain conditions. UK GAAP requires<br />
the net proceeds of an issue to be credited direct to shareholders’ funds. Thereafter, the accounting depends on whether the warrant is exercised or is allowed to lapse.<br />
If it is exercised, the proceeds on the original issue of the warrant are included in the net proceeds of the shares issued; if it lapses, they are included instead in the<br />
statement of total recognised gains <strong>and</strong> losses.<br />
Under IFRS, a non-derivative contract involving the delivery of a fixed number of own equity instruments, in exchange or a fixed amount of cash, is classified as an<br />
equity instrument. Any consideration received, such as a premium on issues, is added directly to equity. Subsequent changes in the fair value of the instrument are not<br />
recognised in the financial statements. However, where settlement is in a currency other than the functional currency of <strong>Optos</strong>, the net proceeds are recognised as a<br />
financial liability, with the change in value of the conversion option in subsequent accounting periods being recognised in the income statement. At the date of issue,<br />
the warrants were denominated in the functional currency of <strong>Optos</strong> <strong>and</strong>, accordingly, have been treated as an equity instrument.<br />
t) Derecognition of financial assets & liabilities<br />
Financial assets<br />
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognised where the rights to receive cash flows from<br />
the asset have expired; the Company retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a<br />
third party under a ‘pass-through’ arrangement; or the Company has transferred its rights to receive cash flows from the asset <strong>and</strong> either (a) has transferred substantially<br />
all the risks <strong>and</strong> rewards of the asset, or (b) has neither transferred nor retained substantially all the risks <strong>and</strong> rewards of the asset, but has transferred control of the asset.<br />
Financial liabilities<br />
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. Where an existing financial liability is replaced by<br />
another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is<br />
treated as a derecognition of the original liability <strong>and</strong> the recognition of a new liability, such that the difference in the respective carrying amounts together with any<br />
costs or fees incurred are recognised in profit or loss.<br />
44<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
Notes to the Consolidated Financial Statements<br />
continued<br />
u) Significant judgements made<br />
In the process of applying the Group’s accounting policies, management has made the following judgements, apart from those involving estimations, which have the<br />
most significant effect on the amounts recognised in the financial statements:<br />
P200 financing arrangements<br />
Upon placement of P200 equipment at the healthcare professional site, the Group enters into a three-year financing arrangement with third-party providers of vendor<br />
finance involving the sale of the P200 equipment, with legal title being transferred back at the end of the arrangement period. The third-party providers of vendor finance<br />
enter into a three-year lease agreement with the healthcare professional. As the significant risks <strong>and</strong> rewards of ownership are retained by the Group, the proceeds received<br />
from the third-party providers of vendor finance are recorded as fixed-rate obligations which are repayable by instalments <strong>and</strong> are secured over the related P200 assets.<br />
v) Key sources of estimation uncertainty<br />
The key assumptions concerning the future <strong>and</strong> other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material<br />
adjustment to the carrying amounts of assets <strong>and</strong> liabilities within the next financial year, are discussed below:<br />
Useful lives of P200 equipment<br />
The Group depreciates P200 equipment over its estimated useful life. The P200 equipment is still relatively new to market <strong>and</strong> management annually assesses the<br />
appropriateness of the current estimate of useful life.<br />
w) New st<strong>and</strong>ards <strong>and</strong> interpretations<br />
The IASB <strong>and</strong> IFRIC have issued the following st<strong>and</strong>ards <strong>and</strong> interpretations with an effective date for periods after the date of these financial statements:<br />
International Accounting St<strong>and</strong>ards (IFRS/IAS)<br />
Effective Date for<br />
Periods Commencing<br />
IFRS 1 Amendment relating to IFRS 6 1/1/06<br />
IFRS 4 Amendment to IAS 39 <strong>and</strong> IFRS 4 – Financial Guarantee Contracts 1/1/06<br />
IFRS 6 Exploration for <strong>and</strong> Evaluation of Mineral Assets 1/1/06<br />
IFRS 6 Amendment relating to IFRS 6 1/1/06<br />
IFRS 7 Financial Instruments: Disclosures 1/1/07<br />
IFRS 8 Operating Segments 1/1/09*<br />
IAS 1 Amendments to IAS 1 – Presentation of Financial Statements: Capital Disclosures 1/1/07<br />
IAS 19 Amendment to IAS 19: Actuarial Gains <strong>and</strong> Losses, Group Plans <strong>and</strong> Disclosures 1/1/06<br />
IAS 21 Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates – Net Investment in a Foreign Operation 1/1/06<br />
IAS 39 Amendment to IAS 39 The Fair Value Option 1/1/06<br />
IAS 39 Amendment to IAS 39 Cash Flow Hedge Accounting 1/1/06<br />
IAS 39 Amendments to IAS 39 <strong>and</strong> IFRS 4 – Financial Guarantee Contracts 1/1/06<br />
International Financial <strong>Report</strong>ing Interpretations Committee (IFRIC)<br />
IFRIC 4 Determining whether an Arrangement contains a Lease 1/1/06<br />
IFRIC 5 Rights to Interests Arising from Decommissioning, Restoration <strong>and</strong> Environmental Rehabilitation Funds 1/1/06<br />
IFRIC 7 Applying IAS 29 Financial <strong>Report</strong>ing in Hyperinflationary Economies for the First Time 1/3/06<br />
IFRIC 8 Scope of IFRS 2 1/5/06<br />
IFRIC 9 Reassessment of Embedded Derivatives 1/6/06<br />
IFRIC10 Interim Financial <strong>Report</strong>ing <strong>and</strong> Impairment 1/11/06<br />
IFRIC 11 IFRS2 Group <strong>and</strong> Treasury Share Transactions 1/3/07*<br />
IFRIC 12 Service Concession Arrangements 1/1/08*<br />
* not yet adopted for use in the European Union<br />
The above st<strong>and</strong>ards <strong>and</strong> interpretations will be adopted in accordance with their effective dates. The Directors do not anticipate that the adoption of these st<strong>and</strong>ards<br />
<strong>and</strong> interpretations will have a material impact on the Group’s financial statements in the period of initial application. Upon adoption of IFRS 7, the Group will have to<br />
disclose additional information about its financial instruments, their significance <strong>and</strong> the nature <strong>and</strong> extent of risks that they give rise to. More specifically, the Group<br />
will need to disclose the fair value of its financial instruments <strong>and</strong> its risk exposure in greater detail. There will be no effect on reported income or net assets.<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong> 45
Notes to the Consolidated Financial Statements<br />
continued<br />
3 SEGMENTAL ANALYSIS<br />
The primary segment reporting format is determined to be geographic segments as the Group’s risks <strong>and</strong> rates of return are affected predominantly by differences in<br />
the geographic locations of the markets served. The Group’s principal area of activity is the design, development, manufacture <strong>and</strong> marketing of retinal examination<br />
equipment (P200s) at healthcare professional sites. These sites are fully supported by the Group’s employees. Revenue is generated on a pay-per-examination basis,<br />
usually with a minimum monthly usage level being agreed. For the year ended 30 September <strong>2006</strong>, “pay-per-patient” agreements accounted for approximately 96%<br />
of sales (2005: 99%).<br />
Incidental to the above activity, the Group occasionally sells retinal examination equipment, in which case revenue is recognised when the significant risks <strong>and</strong><br />
rewards, of ownership of the goods have passed to the buyer. These sales are not material to the Group turnover or results. Accordingly, the Directors have determined<br />
that the Group only has one class of business.<br />
The operating businesses are organised <strong>and</strong> managed separately according to the geographic location of the operations, with each segment representing a strategic<br />
business unit that offers the same products to different markets. The Group’s geographical segments are based on the location of the Group’s customers. Sales to<br />
external customers disclosed in geographical segments are based on the geographical location of its customers.<br />
Transfer prices between segments are set at cost. Segment revenue, segment expense <strong>and</strong> segment result include transfers between business segments. Those transfers<br />
are eliminated on consolidation.<br />
An analysis by geographical market is given below for the year ended 30 September <strong>2006</strong>:<br />
North America Europe Eliminations Total<br />
<strong>2006</strong> <strong>2006</strong> <strong>2006</strong> <strong>2006</strong><br />
$’000 $’000 $’000 $’000<br />
Revenue<br />
Sales to external customers 64,733 2,987 – 67,720<br />
Inter-segment sales – 23,959 (23,959) –<br />
Segment revenue 64,733 26,946 (23,959) 67,720<br />
Result<br />
Segment result before share-based payments 9,783 (3,297) 6,486<br />
Share-based payments (480) (1,683) (2,163)<br />
Operating profit after share-based payments 9,303 (4,980) 4,323<br />
Net interest (5,423)<br />
Loss from continuing operations before taxation (1,100)<br />
Taxation 11,907<br />
Net profit for the year 10,807<br />
Assets <strong>and</strong> liabilities<br />
Segment assets 77,571 50,706 (31,735) 96,542<br />
Unallocated assets 48,059<br />
Total assets 144,601<br />
Segment liabilities 36,227 7,613 (31,735) 12,105<br />
Unallocated liabilities 81,160<br />
Total liabilities 93,265<br />
Other segment information<br />
Capital expenditure:<br />
Property, plant <strong>and</strong> equipment 27,300 5,398 32,698<br />
Intangible fixed assets – 2,463 2,463<br />
Depreciation 18,295 2,624 20,919<br />
Amortisation 45 309 354<br />
Loss on disposal 756 – 756<br />
Unallocated net liabilities comprise net debt <strong>and</strong> taxation.<br />
46<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
Notes to the Consolidated Financial Statements<br />
continued<br />
An analysis by geographical market is given below for the year ended 30 September 2005:<br />
North America Europe Eliminations Total<br />
2005 2005 2005 2005<br />
$’000 $’000 $’000 $’000<br />
Revenue<br />
Sales to external customers 45,987 2,412 – 48,399<br />
Inter-segment sales – 26,287 (26,287) –<br />
Segment revenue 45,987 28,699 (26,287) 48,399<br />
Result<br />
Segment result before share-based payments 6,437 (1,984) 4,453<br />
Share-based payments (227) (943) (1,170)<br />
Operating profit after share-based payments 6,210 (2,927) 3,283<br />
Net interest (5,876)<br />
Loss from continuing operations before taxation (2,593)<br />
Taxation 396<br />
Net loss for year (2,197)<br />
Assets <strong>and</strong> liabilities<br />
Segment assets 65,730 41,466 (27,510) 79,686<br />
Unallocated assets 2,162<br />
Total assets 81,848<br />
Segment liabilities 30,818 6,055 (27,510) 9,363<br />
Unallocated liabilities 93,513<br />
Total liabilities 102,876<br />
Capital expenditure:<br />
Property, plant <strong>and</strong> equipment 35,309 2,466 37,775<br />
Intangible fixed assets – 2,777 2,777<br />
Depreciation 13,036 1,361 14,397<br />
Amortisation 12 280 292<br />
Unallocated net liabilities comprise cash, finance leases <strong>and</strong> taxation.<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong> 47
Notes to the Consolidated Financial Statements<br />
continued<br />
4 REVENUE AND EXPENSES<br />
Revenue<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Sales of goods 3,059 626<br />
Rendering of services 64,661 47,773<br />
Group revenue 67,720 48,399<br />
Finance revenue 1,118 78<br />
Total revenue 68,838 48,477<br />
No revenue was derived from exchanges of goods or services.<br />
Expenses<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
The loss from continuing operations is stated after charging:<br />
Depreciation charge for the period 20,919 14,397<br />
Research <strong>and</strong> development expenditure (1) 51 88<br />
Amortisation of software (Note 10) 354 292<br />
Cost of inventories recognised as an expense 781 310<br />
Operating leases 601 421<br />
Foreign exchange differences (117) (627)<br />
(1) In addition, $2,169,000 (2005: $2,635,000) was incurred in respect of research <strong>and</strong> development, which has not been charged in arriving at the pre-tax loss for the<br />
period as it has been capitalised as an intangible asset. Further information is included in Note 10 to the Group accounts.<br />
Services provided by the Group’s auditor <strong>and</strong> network firms<br />
During the year, the Group (including its overseas subsidiaries) obtained the following services from the Group’s auditor at costs as detailed below:<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Audit of the financial statements 128 72<br />
Other fees to auditors:<br />
Other regulatory services 46 –<br />
Taxation services 384 197<br />
Corporate finance services 670 –<br />
The Group incurred $670k for reporting accountants’ <strong>and</strong> due diligence services from its auditors related to the IPO. This amount has not been charged in arriving at<br />
the pre-tax loss for the period as it has been charged to the share premium account.<br />
5 FINANCING<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Finance costs<br />
Bank overdraft 316 564<br />
Convertible loans 254 –<br />
Lease finance 5,971 5,390<br />
6,541 5,954<br />
Finance income<br />
Bank interest receivable 1,118 78<br />
Finance costs – net 5,423 5,876<br />
48<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
Notes to the Consolidated Financial Statements<br />
continued<br />
6 DIRECTORS AND EMPLOYEES<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Staff costs for the Group during the year:<br />
Wages <strong>and</strong> salaries 19,156 13,133<br />
Social security costs 2,055 1,596<br />
Defined contribution pension costs 259 202<br />
Share-based payments 1,820 885<br />
Share-based schemes <strong>and</strong> outst<strong>and</strong>ing options are set out in Note 20.<br />
The average monthly number of persons employed during the year was as follows:<br />
23,290 15,816<br />
<strong>2006</strong> 2005<br />
No<br />
No<br />
Executive Directors 4 5<br />
Field (Sales <strong>and</strong> Support) 108 86<br />
Manufacturing 37 28<br />
Product Development 15 14<br />
Central 38 26<br />
Marketing 12 14<br />
The above tabulation excludes the non-executive Directors.<br />
214 173<br />
Details of the fees, emoluments, pension contributions <strong>and</strong> gains on exercise of share options attributable to each Director during the year are given in the section<br />
headed ‘Directors’ Remuneration’ in the Directors’ Remuneration <strong>Report</strong> on pages 28-31.<br />
PENSION SCHEME ARRANGEMENTS<br />
<strong>Optos</strong> operates a defined contribution pension scheme, the <strong>Optos</strong> Group Personal Pension Scheme, for its Directors <strong>and</strong> senior employees. The assets of the<br />
scheme are held separately from those of the Company in an independently administered fund. There were no outst<strong>and</strong>ing contributions at 30 September <strong>2006</strong><br />
or 30 September 2005.<br />
7 TAXATION<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Current income tax<br />
UK corporation tax on income for the year<br />
Research <strong>and</strong> development tax credits – (396)<br />
Total corporation tax credit – (396)<br />
Deferred income tax<br />
Origination <strong>and</strong> reversal of timing differences<br />
Adjustment to estimated recoverable deferred tax assets (11,907) –<br />
Total deferred tax credit (11,907) –<br />
Total income tax credit (11,907) (396)<br />
US corporation tax has been reduced to $nil as a result of the recognition of $1,112,000 of previously unrecognised tax losses.<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong> 49
Notes to the Consolidated Financial Statements<br />
continued<br />
A reconciliation between tax expense <strong>and</strong> the product of accounting loss multiplied by <strong>Optos</strong>’ UK domestic tax rate for the year ended 30 September <strong>2006</strong> is as follows:<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Corporation tax reconciliation<br />
Loss on ordinary activities before tax (1,100) (2,593)<br />
Loss on ordinary activities multiplied by the rate of corporation tax in the UK of 30% (2005: 30%) (330) (778)<br />
Effects of:<br />
Disallowed expenses 263 199<br />
Unrecognised deferred tax assets 1,102 488<br />
Prior year tax losses utilised against current year profits (834) –<br />
Prior year tax losses now recognised (9,131) –<br />
Effect of higher overseas tax rates (2,977) 91<br />
Adjustment In respect of prior years – (396)<br />
Total tax credit for the year (11,907) (396)<br />
Deferred income tax at 30 September <strong>2006</strong> <strong>and</strong> 30 September 2005, recognised in the balance sheet, related to the following:<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Deferred income tax<br />
Tax losses 13,660 1,210<br />
Capital allowances in advance of depreciation (797) (136)<br />
Other timing differences (956) (1,074)<br />
Net deferred income tax asset 11,907 –<br />
Deferred income tax recognised in the income statement, related to the following:<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Deferred income tax<br />
Tax losses 12,450 229<br />
Capital allowances in advance of depreciation (661) 4<br />
Other timing differences 118 (233)<br />
Deferred income tax credit 11,907 –<br />
Tax losses:<br />
Deferred tax asset balances for gross unused tax losses of approximately $37,000,000 (2005: $33,000,000), arising primarily in the UK, have not been recognised on the<br />
grounds that there is insufficient evidence that these assets will be recoverable. These assets will be recovered when future tax charges are sufficient to absorb these tax<br />
benefits. The continued availability of the tax losses is subject to certain conditions being met <strong>and</strong> the level of losses not being challenged by the relevant tax authority.<br />
Following a review of future prospects for the US operation, a deferred tax asset has been recognised in respect of historic US tax losses as there is now sufficient<br />
evidence to conclude that these losses will be recoverable in the future.<br />
50<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
Notes to the Consolidated Financial Statements<br />
continued<br />
8 PROFIT/(LOSS) PER ORDINARY SHARE<br />
Basic earnings per share is calculated by dividing the profit/(loss) for the financial year after taxation by the weighted average number of ordinary shares outst<strong>and</strong>ing<br />
during the period.<br />
Diluted earnings per share amounts are calculated by dividing the profit for the year to 30 September <strong>2006</strong> after taxation by the weighted average number of ordinary<br />
shares outst<strong>and</strong>ing during the period (adjusted for the effects of dilutive options). The 2005 loss attributable to ordinary shareholders <strong>and</strong> the weighted average<br />
number of ordinary shares for the purpose of calculating the diluted loss per share are identical to those for the basic loss per share. This is because the conversion of<br />
loan notes, exercise of share options <strong>and</strong> warrants, would not have the effect of increasing the loss per share <strong>and</strong> is therefore not dilutive. The 2005 loss per share has<br />
been adjusted for the share consolidation.<br />
The basic earnings/(loss) per share is calculated as follows:<br />
<strong>2006</strong> 2005<br />
Profit/(loss) after taxation ($’000s) 10,807 (2,197)<br />
Weighted average number of ordinary shares in issue 58,426,930 46,036,899<br />
Effect of dilution: share options 3,113,912 –<br />
Adjusted weighted average number of ordinary shares for diluted earnings per share 61,540,842 46,036,899<br />
Basic profit/(loss) per share (cents) 18.5c (4.8c)<br />
Diluted profit/(loss) per share (cents) 17.6c (4.8c)<br />
9 TANGIBLE FIXED ASSETS<br />
Leasehold P200 Plant <strong>and</strong><br />
Improvements Equipment Equipment Total<br />
$’000 $’000 $’000 $’000<br />
Cost<br />
At 1 October 2005 736 99,366 4,337 104,439<br />
Additions 815 30,689 1,194 32,698<br />
Disposals (33) (1,286) (109) (1,428)<br />
Exchange adjustment – 357 – 357<br />
At 30 September <strong>2006</strong> 1,518 129,126 5,422 136,066<br />
Depreciation<br />
At 1 October 2005 374 35,123 2,587 38,084<br />
Charge for year 118 19,893 908 20,919<br />
Disposals – (576) (96) (672)<br />
Exchange adjustment – 92 – 92<br />
At 30 September <strong>2006</strong> 492 54,532 3,399 58,423<br />
Net book value at 30 September <strong>2006</strong> 1,026 74,594 2,023 77,643<br />
Cost<br />
At 1 October 2004 732 66,948 3,389 71,069<br />
Additions 4 36,773 998 37,775<br />
Disposals – (4,606) (50) (4,656)<br />
Exchange adjustment – 251 – 251<br />
At 30 September 2005 736 99,366 4,337 104,439<br />
Depreciation<br />
At 1 October 2004 295 22,928 1,869 25,092<br />
Charge for year 79 13,569 749 14,397<br />
Disposals – (1,426) (31) (1,457)<br />
Exchange adjustment – 52 – 52<br />
At 30 September 2005 374 35,123 2,587 38,084<br />
Net book value at 30 September 2005 362 64,243 1,750 66,355<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong> 51
Notes to the Consolidated Financial Statements<br />
continued<br />
P200 equipment refers to retinal examination equipment located at healthcare professional sites <strong>and</strong> being utilised on a pay-per-examination basis <strong>and</strong> significant<br />
parts <strong>and</strong> major spares. P200 equipment is depreciated upon activation at the relevant healthcare professional site.<br />
The carrying value of plant <strong>and</strong> equipment <strong>and</strong> P200 equipment held under finance leases at 30 September <strong>2006</strong> was $61,053,000 (2005: $48,556,000).<br />
Leased assets are pledged as security for the related finance lease <strong>and</strong> hire-purchase liabilities.<br />
10 INTANGIBLE FIXED ASSETS<br />
Development<br />
Software<br />
Costs Costs Total<br />
$’000 $’000 $’000<br />
Cost<br />
At 1 October 2005 5,120 1,678 6,798<br />
Additions – internal development 2,169 294 2,463<br />
At 30 September <strong>2006</strong> 7,289 1,972 9,261<br />
Accumulated amortisation<br />
At 1 October 2005 – 1,063 1,063<br />
Amortisation in year – 354 354<br />
At 30 September <strong>2006</strong> – 1,417 1,417<br />
Net carrying amount<br />
At 30 September <strong>2006</strong> 7,289 555 7,844<br />
Development<br />
Software<br />
Costs Costs Total<br />
$’000 $’000 $’000<br />
Cost<br />
At 1 October 2004 2,485 1,536 4,021<br />
Additions – internal development 2,635 142 2,777<br />
At 30 September 2005 5,120 1,678 6,798<br />
Accumulated amortisation<br />
At 1 October 2004 – 771 771<br />
Amortisation in year – 292 292<br />
At 30 September 2005 – 1,063 1,063<br />
Net carrying amount<br />
At 30 September 2005 5,120 615 5,735<br />
Intangibles comprise principally P200MA development costs $6,163,000 (2005: $5,120,000). These have been capitalised as intangible assets <strong>and</strong>, along with the other<br />
development costs, will be amortised over the number of production units expected to be obtained from the asset. The carrying value of development costs will be<br />
reviewed for impairment annually when the asset is not yet in use or, more frequently, when an indication of impairment arises during the reporting year.<br />
11 INVENTORIES<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Raw materials, spares <strong>and</strong> consumables 3,693 2,708<br />
12 TRADE AND OTHER RECEIVABLES<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Trade debtors 4,219 2,890<br />
Value-added tax recoverable 1,311 432<br />
Prepayments 1,832 1,565<br />
7,362 4,887<br />
52<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
Notes to the Consolidated Financial Statements<br />
continued<br />
Trade receivables, which generally have 30-90 days’ terms, are recognised <strong>and</strong> carried at original invoice amount less an allowance for uncollectible amounts.<br />
Provision is made when there is objective evidence that the Group will not be able to collect the debts. Balances are written off when the probability of recovery<br />
is assessed as being remote. The charge recognised in respect of the allowance for uncollectable debt was $208,000 (2005: $140,000).<br />
13 CASH AND CASH EQUIVALENTS<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Cash at bank <strong>and</strong> in h<strong>and</strong> 7,752 2,163<br />
Short-term deposits 28,400 –<br />
For the purposes of the consolidated cash flow statement, cash <strong>and</strong> cash equivalents comprise the following:<br />
36,152 2,163<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Cash <strong>and</strong> cash equivalents<br />
Cash at bank <strong>and</strong> in h<strong>and</strong> 36,152 2,163<br />
Overdraft – (6,853)<br />
36,152 (4,690)<br />
Cash at bank earns interest at floating rates based on daily bank deposit rates. The Company had an overdraft facility of £5,000,000 ($8,814,000) with the Bank of<br />
Scotl<strong>and</strong>. The overdraft facility carried an interest rate 2% above the Bank of Scotl<strong>and</strong> base rate. Following the listing of the Group on the London Stock Exchange on<br />
15 February <strong>2006</strong>, the Group’s overdraft with the Bank of Scotl<strong>and</strong> was cleared. The Group did not seek to renew the overdraft facility upon its expiry at the end of<br />
March <strong>2006</strong>. At 30 September 2005, the Group had available $2,047,000 of undrawn committed borrowing facilities in respect of which all conditions precedent had<br />
been met. There were no restrictions on the use of these facilities.<br />
14 TRADE AND OTHER PAYABLES<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Trade payables 3,548 3,457<br />
Other taxes <strong>and</strong> social security costs 1,032 551<br />
Other payables 420 422<br />
Accruals 5,252 3,357<br />
Related parties – 19<br />
10,252 7,806<br />
<strong>Optos</strong>’ policy for the year to 30 September <strong>2006</strong>, for all suppliers, was to fix terms of payment when agreeing the terms of the credit account, to ensure that the supplier<br />
was aware of the terms, <strong>and</strong> to abide by the agreed terms of payment. Trade payables are paid on the 20th of the month following the month of invoice, equivalent to<br />
an average of 35 days.<br />
Other payables are non-interest bearing <strong>and</strong> have an average term of between 30 <strong>and</strong> 60 days.<br />
15 FINANCIAL LIABILITIES<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Current<br />
Finance leases 40,940 31,587<br />
Bank overdraft – 6,853<br />
40,940 38,440<br />
Non-current<br />
Finance leases 40,220 44,496<br />
Secured loan stock <strong>2006</strong> – 1,763<br />
Unsecured loan stock 2007 – 8,814<br />
40,220 55,073<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong> 53
Notes to the Consolidated Financial Statements<br />
continued<br />
Convertible secured <strong>and</strong> unsecured loan stock<br />
In November 2001, the Company obtained £1,000,000 of loan stock funding from the Bank of Scotl<strong>and</strong>, convertible at the Bank’s option at a price of 40p per share into<br />
ordinary shares of 1p each. The loan was repayable in <strong>2006</strong> <strong>and</strong> carried an interest rate 3% above the Bank of Scotl<strong>and</strong> base rate.<br />
In September 2003, the Company obtained £5,000,000 of loan stock funding, convertible at the subscriber’s option at a price of 50p per share into ordinary shares of 1p<br />
each. No interest was payable on this loan stock.<br />
Upon adoption of IAS32/39, on 1 October 2005, the carrying value of the secured loan stock <strong>2006</strong> <strong>and</strong> unsecured loan stock 2007 was reduced by $1,439,000,<br />
of which $2,744,000 reflects the removal of the original value of the conversion options (which was taken to equity), <strong>and</strong> the balance of $1,305,000 represents the<br />
imputed interest calculated on an amortised costs basis from date of issue to 1 October 2005 (which is taken to retained earnings). Both the secured loan stock <strong>2006</strong><br />
<strong>and</strong> unsecured loan stock 2007 were converted into ordinary shares upon flotation, the carrying value at date of conversion was $9,229,000.<br />
Finance lease commitments<br />
Upon placement of P200 equipment at a customer site, the healthcare professional enters into a three-year lease agreement with a third-party provider of vendor<br />
finance. <strong>Optos</strong> enters into a matching financing agreement with the third-party provider of vendor finance involving the transfer of P200 equipment to the finance<br />
provider with legal title being transferred back to <strong>Optos</strong> at the end of the period. As the significant risks <strong>and</strong> rewards of ownership are retained by <strong>Optos</strong>, the proceeds<br />
received from the third-party providers of vendor finance are recorded as finance lease obligations, which are repayable by instalments <strong>and</strong> are secured over the<br />
related P200 assets. <strong>Optos</strong> had finance lease obligations at 30 September <strong>2006</strong> as set out below:<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Amounts payable:<br />
Within one year 45,649 36,365<br />
Between one <strong>and</strong> two years 26,843 31,790<br />
Between two <strong>and</strong> five years 16,144 15,096<br />
88,636 83,251<br />
Less: finance charges allocated to future periods (7,476) (7,168)<br />
81,160 76,083<br />
Finance leases <strong>and</strong> hire-purchase contracts are shown as:<br />
Current 40,940 31,587<br />
Non-current 40,220 44,496<br />
81,160 76,083<br />
The weighted average outst<strong>and</strong>ing lease term is 20.8 months (2005: 21.9 months). The weighted average effective borrowing rate for <strong>2006</strong> was 8.4% (2005: 6.9%).<br />
All leases are on a fixed repayment term <strong>and</strong> no arrangements have been entered into for contingent rental payments.<br />
16 OPERATING LEASE COMMITMENTS – MINIMUM LEASE PAYMENTS<br />
At 30 September <strong>2006</strong>, the Group had commitments under non-cancellable operating leases as follows:<br />
<strong>2006</strong> 2005<br />
L<strong>and</strong> <strong>and</strong> Buildings $’000 $’000<br />
When the lease expires:<br />
Within one year 27 22<br />
In the second to the fifth year 900 626<br />
After the fifth year 3,420 2,622<br />
4,347 3,270<br />
The Group has entered into four commercial leases on property, in June 1999, August 1999, December 2005 <strong>and</strong> May <strong>2006</strong>. The lease entered into on 12 August 1999<br />
is for a period of 20 years, the June 1999 lease for 10 years , the December 2005 lease for 10 years <strong>and</strong> the May <strong>2006</strong> lease for a period of 5 years. There are no renewal<br />
options or escalation costs included within the contracts. There are no restrictions placed upon the lessee by entering into these leases.<br />
Management considered the operating leases on transition <strong>and</strong> concluded that none should be considered finance leases under IFRS.<br />
54<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
Notes to the Consolidated Financial Statements<br />
continued<br />
17 PROVISIONS<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
At 1 October 843 558<br />
Arising during the year 343 285<br />
Utilised (47) –<br />
At 30 September 1,139 843<br />
Current 114 281<br />
Non-current 1,025 562<br />
1,139 843<br />
Social security contributions on share options<br />
Social security contributions on share options are considered to fall within the scope of IFRS2 <strong>and</strong> are measured as though a cash-settled option under IFRS2.<br />
The provision is calculated based on the number of options outst<strong>and</strong>ing at the balance sheet date that are expected to be exercised <strong>and</strong> using the fair value of<br />
the options at the balance sheet date. It is expected that the costs will be incurred during the exercise period to 31 December 2012.<br />
18 Government grants<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
At 1 October 714 947<br />
Received during the year – 88<br />
Released to the income statement – (321)<br />
At 30 September 714 714<br />
Current – –<br />
Non-Current 714 714<br />
Government grants relate to development costs capitalised as intangible assets.<br />
714 714<br />
19 CALLED UP SHARE CAPITAL<br />
<strong>2006</strong> 2005<br />
Equity Share Capital No (million) No (million)<br />
Authorised share capital<br />
Ordinary shares of 2p each ( 2005: 1p each) 90 120<br />
The Company has one class of ordinary share which carries no rights to fixed income.<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Ordinary shares of 1p each<br />
At 1 October 92,126,193 91,954,282<br />
Issue of shares prior to consolidation 350,000 _<br />
Exercise of employee share options prior to consolidation 361,660<br />
Consolidation of shares (46,418,927) _<br />
Issued on IPO 12,000,000 _<br />
Exercise of employee share options post-IPO 489,631 34,791<br />
Conversion of loan stock 6,683,984 544<br />
Exercise of other options <strong>and</strong> warrants 568,297 _<br />
Other share issues post-consolidation 17,500 136,576<br />
At 30 September, ordinary shares of 2p each (2005: 1p each) 66,178,338 92,126,193<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong> 55
Notes to the Consolidated Financial Statements<br />
continued<br />
Share Share Share Share<br />
Capital Premium Capital Premium<br />
<strong>2006</strong> <strong>2006</strong> 2005 2005<br />
Consideration received on issue of shares $’000 $’000 $’000 $’000<br />
Issued on IPO 415 51,744 – –<br />
Cost of issue of ordinary share capital – (5,605) – –<br />
Exercise of employee share options 20 765 – –<br />
Conversion of loan stocks 217 10,213 – –<br />
Exercise of other options <strong>and</strong> warrants 35 1,554 – –<br />
Other share issues 9 232 2 55<br />
Consideration received 696 58,903 2 55<br />
Following the annual general meeting of the Group held on 27 January <strong>2006</strong>, the members voted to consolidate each ordinary share of £0.01 in the Group on a<br />
2:1 basis, consolidating two ordinary shares of £0.01 each into one ordinary share of £0.02. The members then voted to increase the share capital of the Group by<br />
£600,000 to £1,800,000 by the creation of an additional 30.0 million ordinary shares.<br />
As at 1 October 2005, the Company had 46.1 million ordinary shares of £0.02 outst<strong>and</strong>ing. On 15 February <strong>2006</strong>, the Company issued 19.2 million ordinary shares of<br />
£0.02 in respect of new capital raised during the IPO, loan stock conversion <strong>and</strong> through the exercise of various options <strong>and</strong> warrants. In addition to this, during the year<br />
ended 30 September <strong>2006</strong>, 0.7 million ordinary shares were issued to staff exercising options <strong>and</strong> 0.2 million ordinary shares were issued to third parties. As at<br />
30 September <strong>2006</strong>, the Company had 66,178,338 ordinary shares in issue.<br />
20 SHARE-BASED PAYMENTS<br />
The Company has operated discretionary share option arrangements. The discretionary options have been granted pursuant to four different types of option agreement.<br />
Most terms of those options agreements are identical. However, the terms on which options vest differ between the types of agreement. The four types of vesting are as<br />
follows:<br />
• Time-based vesting over the three years commencing on the date on which the option was granted. One third of the options vest on grant <strong>and</strong> the remaining<br />
two-thirds vest over the following 36 months on a monthly basis.<br />
• Time-based vesting over three years as described above but with full acceleration of vesting on the admission of the Company’s shares to trading on certain stock<br />
exchanges, including the London Stock Exchange.<br />
• Time-based vesting by reference to the flotation of the Company. Under this form of option agreement, one third of the shares under option vest on the admission<br />
of the Company’s shares to trading on certain stock exchanges, including the London Stock Exchange. The remaining two-thirds then vest in two tranches – on the<br />
date six months after admission <strong>and</strong> on the date 12 months after admission.<br />
• Vesting as to one third immediately with the remaining two-thirds vesting subject to satisfaction of performance targets. Such targets are based on the Company<br />
achieving two successive quarters of positive operating profit <strong>and</strong> two successive quarters of positive earnings over the period from grant to 31 March <strong>2006</strong> <strong>and</strong><br />
31 March 2007 respectively. These performance periods were accelerated by 12 months due to the IPO, <strong>and</strong> the conditions have been achieved.<br />
In addition to the above, two further vesting arrangements have been utilised in respect of two separate grants. The first grant is subject to time-based vesting with<br />
one third of the option vesting on the first, second <strong>and</strong> third anniversaries of the date of grant. The second grant is subject to performance-based vesting, with the<br />
option vesting over four quarters dependent on the North American business attaining certain performance levels relating to net installs, revenue per site of existing<br />
customers <strong>and</strong> control of expenditure.<br />
All option agreements contain provisions for the full acceleration of the option on a change in the control of the Company. Option holders who cease to be employees<br />
of the Group are entitled to exercise their vested options in full for a period of either one month or six months following cessation of employment, depending on the<br />
reasons for that cessation. All agreements contain provisions enabling the adjustment of the number of shares subject to option <strong>and</strong> the exercise price in the event of<br />
capitalisation issue, subdivision or consolidation of ordinary shares. All options are to be settled by way of equity with a maximum term of 10 years.<br />
In addition, the Company operated a share save scheme under which options were granted in 2002 <strong>and</strong> mature in 2007.<br />
Option movements during year<br />
The expense recognised from equity-settled, share-based payment transactions for employee services received during the year to 30 September <strong>2006</strong> is $1,820,000<br />
(September 2005: $885,000) with an additional $343,000 (2005: $285,000) in respect of National Insurance.<br />
56<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
Notes to the Consolidated Financial Statements<br />
continued<br />
The following table illustrates the number <strong>and</strong> weighted average exercise prices (“WAEP”) of, <strong>and</strong> movements in, share options during the year ended 30 September <strong>2006</strong>.<br />
After Consolidation<br />
Prior to Consolidation<br />
<strong>2006</strong> <strong>2006</strong> 2005 2005<br />
No WAEP No WAEP<br />
Outst<strong>and</strong>ing at the beginning of the year (1) 5,530,818 £0.92 8,046,135 £0.43<br />
Granted during the year 544,250 £1.06 4,432,500 £0.50<br />
Forfeited during the year (157,801) £1.16 (1,382,209) £0.50<br />
Exercised during the year (670,461) £0.85 (34,791) £0.65<br />
Outst<strong>and</strong>ing at the end of the year (1) 5,246,806 £0.93 11,061,635 (1) £0.46<br />
Exercisable at the end of the year 4,073,493 £0.94 7,244,976 £0.45<br />
(1) Included within this balance are options over 2,440,900 2p shares (4,881,800 1p shares) that have not been recognised in accordance with IFRS 2 as the options were<br />
granted on or before 7 November 2002. These options have not been subsequently modified <strong>and</strong> therefore do not need to be accounted for in accordance with IFRS 2.<br />
Share options outst<strong>and</strong>ing at the end of the period have the following exercise prices:<br />
After<br />
Prior to<br />
Consolidation Consolidation<br />
Price Per Share <strong>2006</strong> 2005<br />
After Consolidation No No<br />
Share option scheme<br />
Expiry dates<br />
April £0.046 – 352,000<br />
March 2007 £0.41 200,000 600,000<br />
November 2007 £0.42 100,000 200,000<br />
September 2008 - June 2009 £1.00 97,500 227,000<br />
September 2009 - October 2010 £1.30 196,700 637,600<br />
September 2010 - February 2011 £1.45 108,700 110,000<br />
October 2011 £0.80 777,625 1,723,000<br />
January 2012 - May 2012 £1.00 66,759 513,084<br />
June 2012 - November 2012 £1.00 315,250 862,500<br />
January 2013 - December 2013 £1.00 526,127 1,072,000<br />
February 2014 - December 2014 £1.00 329,056 848,500<br />
January 2015 - December 2015 £1.00 2,317,071 3,589,915<br />
January 2016 £1.00 16,500 –<br />
June 2016 £2.07 32,500 –<br />
Share save scheme<br />
Expiry Dates<br />
March 2007 £1.00 163,018 326,036<br />
Outst<strong>and</strong>ing at the end of the year 5,246,806 11,061,635<br />
The fair value of equity-settled, share options granted is estimated as at the date of grant using a binomial model, taking into account the terms <strong>and</strong> conditions upon<br />
which the options were granted. The following table lists the inputs to the model used for the years ended 30 September <strong>2006</strong> <strong>and</strong> 30 September 2005.<br />
After<br />
Prior to<br />
Consolidation Consolidation<br />
<strong>2006</strong> 2005<br />
Dividend yield (%) Nil Nil<br />
Expected volatility (%) 70% 70%<br />
Historical volatility (%) 70% 70%<br />
Risk-free interest rate (%) 4.8% 4.5%<br />
Expected life of option (years) 5 7<br />
Weighted average share price £1.06 £0.5<br />
The expected life of the options is based on historical data <strong>and</strong> is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the<br />
assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome. As the Company has only a limited history<br />
of quoted share price volatility, the expected volatility has been based on the historical volatility of comparative companies.<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong> 57
Notes to the Consolidated Financial Statements<br />
continued<br />
No other features of options granted were incorporated into the measurement of fair value.<br />
Other options <strong>and</strong> warrants falling outside the scope of IFRS2 comprise:<br />
A warrant instrument dated 17 December 1999 which entitled TBCC Funding Trust II to subscribe for up to 114,476 ordinary shares at a price of £1.30 per share in the<br />
event of a sale of the Company or its admission to a recognised stock exchange prior to 22 December <strong>2006</strong>. This warrant was not exercised during the year <strong>and</strong> has<br />
since lapsed.<br />
Two option agreements dated 17 May 2002, under which Brewin Dolphin Securities Limited had options to subscribe for up to 10,500 ordinary shares at a price of £0.80 per<br />
share in the event of a sale of the Company or its admission to a recognised stock exchange prior to 17 May 2009. These options were exercised during the year.<br />
An option <strong>and</strong> warrant agreement dated 26 July 2002, under which Amadeus II ‘‘A’’, Amadeus II ‘‘B’’, Amadeus II ‘‘C’’, Amadeus II Affiliates LLP <strong>and</strong> Amadeus II ‘‘D’’ GmbH<br />
& Co. KG had the right to subscribe for 557,797 ordinary shares at a price of £1.00 per share upon the earlier of 31 December 2007 <strong>and</strong> either a sale of the Company or its<br />
admission to a recognised stock exchange. This option <strong>and</strong> warrant agreement was exercised during the year.<br />
21 RELATED PARTY TRANSACTIONS<br />
During the year to 30 September <strong>2006</strong>, purchases totalling $92,472 (2005: $391,000) at normal market prices were made by Group companies from Crombie Anderson<br />
Limited, of which the D C Anderson is a Director <strong>and</strong> controlling shareholder, of which $Nil was outst<strong>and</strong>ing at 30 September <strong>2006</strong> (2005: $19,000). No guarantees have<br />
been given or received. No provisions have been made for doubtful debts in respect of the amounts owed by related parties.<br />
Compensation of key management personnel<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Short-term employee benefits 2,471 1,828<br />
Post-employment benefits 100 109<br />
Share-based payments 1,301 614<br />
Termination benefits 643 –<br />
4,515 2,551<br />
22 FINANCIAL INSTRUMENTS<br />
The Group’s principal financial instruments comprise bank overdrafts, short-term debt, loans <strong>and</strong> cash.<br />
The main purpose of these financial instruments is to manage the Group’s funding <strong>and</strong> liquidity requirements. The Group has other financial instruments, such as<br />
trade receivables <strong>and</strong> trade payables, which arise directly from its operations. The principal financial risks to which the Group is exposed are those relating to foreign<br />
currency, credit, liquidity <strong>and</strong> interest rate.<br />
Foreign currency risk<br />
The Group has invested in overseas operations <strong>and</strong> also buys <strong>and</strong> sells goods <strong>and</strong> services in currencies other than in the functional currency of its relevant operations.<br />
As a result, the Group’s non-US dollar revenues, profits, assets, liabilities <strong>and</strong> cash flows can be affected by movements in exchange rates.<br />
The Group monitors its foreign currency exposure <strong>and</strong>, when deemed necessary by the Board, seeks to minimise its transaction exposure by using forward foreign<br />
currency contracts to eliminate exposures on any committed significant transactions. The Board has determined that it was not necessary to use forward foreign<br />
currency contracts in <strong>2006</strong>. It is Group policy not to engage in any speculative transaction of any kind.<br />
Credit risk<br />
The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies. The Group’s<br />
credit risk is primarily attributable to its trade receivables.<br />
The Group is exposed to risk over a large number of customers <strong>and</strong> there is no significant concentration of risk. Creditworthiness checks are undertaken before<br />
entering into contracts with new customers <strong>and</strong> credit limits are set as appropriate. The amounts presented in the balance sheet are net of allowance for doubtful<br />
receivables. An allowance for impairment is made where there is an identifiable loss event which, based on previous experience, is evidence of a reduction in the<br />
recoverability of cash flows.<br />
Liquidity risk<br />
The Group aims to mitigate its liquidity risk by managing its cash resources <strong>and</strong> improving its credit rating to facilitate effective fund-raising. The Group’s funding<br />
objective is to maintain continuity of funding <strong>and</strong> flexibility through the use of finance leases. Excess cash is placed on short-term interest-bearing deposit accounts.<br />
Interest rate risk<br />
The majority of the Group’s borrowings are at fixed rates of interest. Excess cash is placed on short-term interest-bearing deposit accounts.<br />
Interest rate risk is regularly monitored to ensure that the mix of variable <strong>and</strong> fixed rate borrowing is appropriate for the Group in the short to medium term. Based on<br />
current levels of net debt, interest rate risk is not considered to be material. The associated cash flow risk, which can have a negative impact on the Group if interest<br />
rates decrease as well as a positive impact if interest rates increase, is also not considered to be material.<br />
58<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
Notes to the Consolidated Financial Statements<br />
continued<br />
Fair values of financial assets <strong>and</strong> financial liabilities<br />
Set out below is a comparison by category of carrying amounts <strong>and</strong> fair values of all of the Group’s financial instruments.<br />
Carrying Amount Fair Value Carrying Amount Fair Value<br />
<strong>2006</strong> <strong>2006</strong> 2005 2005<br />
$’000 $’000 $’000 $’000<br />
Financial assets<br />
Cash 36,152 36,152 2,163 2,163<br />
Financial liabilities<br />
Bank overdraft – – (6,853) (6,853)<br />
Obligations under finance leases (81,160) (80,079) (76,083) (74,618)<br />
Fixed rate borrowing – – (8,814) (8,814)<br />
Floating rate borrowing (1,763) (2,204)<br />
The fair value of items has been calculated by discounting the expected future cash flows at prevailing interest rates, or in the case of convertible debt, by reference to<br />
the value of an ordinary share. The carrying amounts of all other financial instruments of the Group, ie short-term trade receivables <strong>and</strong> payables that are not included<br />
in the above table, is a reasonable approximation of fair value. The carrying amount recorded in the balance sheet of each financial asset represents the Group’s<br />
maximum exposure to credit risk.<br />
Interest rate risk profile of financial assets <strong>and</strong> liabilities<br />
The following tables set out the carrying amount, by maturity, of the Group’s financial instruments that are exposed to interest rate risk:<br />
Year ended 30 September <strong>2006</strong><br />
Within 1-2 2-3<br />
1 Year Years Years Total<br />
$’000 $’000 $’000 $’000<br />
Fixed rate<br />
Obligations under finance leases (45,649) (26,843) (8,668) (81,160)<br />
Floating rate<br />
Cash 36,152 – – 36,152<br />
Year ended 30 September 2005<br />
Within 1-2 2-3<br />
1 year years years Total<br />
$’000 $’000 $’000 ‘$000<br />
Fixed rate<br />
Obligations under finance leases (1) (36,365) (31,790) (7,928) (76,083)<br />
Unsecured loan stock (3) – (8,814) (8,814)<br />
Floating rate<br />
Cash (2) 2,163 – – 2,163<br />
Bank overdraft (3) (6,853) – – (6,853)<br />
Secured loan stock (3) – (1,763) – (1,763)<br />
(1) Includes $4,446,000, $626,000 <strong>and</strong> $356,000 denominated in $Canadian, Euro <strong>and</strong> GBPounds respectively.<br />
(2) Includes $316,000 <strong>and</strong> $325,000 denominated in $Canadian <strong>and</strong> Euro respectively.<br />
(3) Denominated in GBPounds.<br />
Interest on financial instruments classified as fixed rate is fixed until the maturity of the instrument. Interest on financial instruments classified as floating rate is repriced<br />
at intervals of less than one year. The other financial instruments of the Group that are not included in the above tables are non-interest bearing <strong>and</strong> are therefore not<br />
subject to interest rate risk.<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong> 59
Notes to the Consolidated Financial Statements<br />
continued<br />
23 RECONCILIATIONS OF PREVIOUSLY REPORTED UK GAAP TO IFRS<br />
For all periods up to <strong>and</strong> including the year ended 30 September 2005, the Group prepared its financial statements in accordance with United Kingdom generally<br />
accepted accounting practice (“UK GAAP”). These financial statements for the year ended 30 September <strong>2006</strong> are the first the Group is required to prepare in<br />
accordance with International Financial <strong>Report</strong>ing St<strong>and</strong>ards (“IFRS”) as adopted by the European Union. The first results prepared on an IFRS basis were contained in<br />
the Group’s unaudited results announcement for the six months ended 31 March <strong>2006</strong>.<br />
As a general rule, the Group is required to apply IFRS applicable as at 30 September <strong>2006</strong> retrospectively to determine its restated financial position as at 30 September<br />
2004 (“the transition date”). The significant accounting policies meeting those requirements are outlined in Note 2. In preparing these financial statements, the Group<br />
has started from an opening balance sheet as at 1 October 2004, the Group’s date of transition to IFRS, <strong>and</strong> made those changes in accounting policies <strong>and</strong> other<br />
restatements as required by IFRS1 for the first-time adoption of IFRS. This Note summarises the principal adjustments made by the Group in that restatement.<br />
However, under IFRS1 “First-time adoption of IFRS”, there are certain exemptions to this general principle that the Group has adopted, as follows:<br />
Share-based payments<br />
<strong>Optos</strong> has applied IFRS2 “Share-based Payment” retrospectively only to equity-settled awards that had not vested as at 1 October 2004 <strong>and</strong> were granted on or after<br />
7 November 2002.<br />
Financial instruments<br />
<strong>Optos</strong> has elected to apply IAS32 “Financial Instruments: Disclosure <strong>and</strong> Presentation” <strong>and</strong> IAS39 “Financial Instruments: Recognition <strong>and</strong> Measurement” prospectively<br />
from 1 October 2005. Consequently, the relevant information for 2005 does not reflect the impact of these st<strong>and</strong>ards <strong>and</strong> is accounted for on a UK GAAP basis.<br />
Cumulative foreign currency translation differences<br />
<strong>Optos</strong> has elected to deem the cumulative differences on the retranslation into sterling of the Group’s net investment in foreign operations to be $nil as at<br />
30 September 2004. As a result, in the event of the subsequent disposal of a foreign operation, any gain or loss on disposal will only include cumulative translation<br />
differences arising on or after 30 September 2004.<br />
The transition from UK GAAP to IFRS has no effect on the cash flows generated by the Group. The IFRS cash flow statement is presented in a different format from that<br />
reported under UK GAAP, with cash flows split into three categories – operating, investing <strong>and</strong> financing. The reconciling items between the UK GAAP presentation<br />
<strong>and</strong> the IFRS presentation have no net impact on the cash flows generated. In preparing the cash flow statement under IFRS, cash <strong>and</strong> cash equivalents include cash<br />
in h<strong>and</strong>, deposits available on dem<strong>and</strong> <strong>and</strong> bank overdrafts.<br />
23(a) Effect on consolidated profit <strong>and</strong> loss account for the year ended 30 September 2005<br />
The effect of the changes to the Group’s accounting policies on the consolidated profit <strong>and</strong> loss account was as follows:<br />
Impact of Transition to IFRS<br />
Under UK<br />
Accounting Research <strong>and</strong> Government NI on Share Share Holiday Under<br />
St<strong>and</strong>ards Development Grant Depreciation Options Options Pay Accrual IFRS GAAP<br />
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000<br />
Revenue 48,399 – – – – – – 48,399<br />
Cost of sales (16,924) – – (32) – – – (16,956)<br />
Gross profit 31,475 – – (32) – – – 31,443<br />
Other income 321 – – – – – – 321<br />
Selling <strong>and</strong> distribution costs (9,689) – – – – – – (9,689)<br />
Administrative expenses (20,146) 2,635 (88) – – – (23) (17,622)<br />
Operating profit before<br />
share-based payments 1,961 2,635 (88) (32) – – (23) 4,453<br />
Share-based payments – – – – (285) (885) – (1,170)<br />
Operating profit after<br />
share-based payments 1,961 2,635 (88) (32) (285) (885) (23) 3,283<br />
Finance revenue 78 – – – – – – 78<br />
Finance costs (5,954) – – – – – – (5,954)<br />
Loss before tax (3,915) 2,635 (88) (32) (285) (885) (23) (2,593)<br />
Income tax credit 396 – – – – – – 396<br />
Loss for year (3,519) 2,635 (88) (32) (285) (885) (23) (2,197)<br />
60<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
Notes to the Consolidated Financial Statements<br />
continued<br />
23(b) RECONCILIATIONS OF PREVIOUSLY REPORTED UK GAAP TO IFRS<br />
Effect on Group balance sheet as at 1 October 2004<br />
The effect of the changes to the Group’s accounting policies on the equity of the Group at 30 September 2004 was as follows:<br />
Impact of Transition to IFRS<br />
Under UK<br />
Accounting Development Computer Significant Government Share Holiday IFRS<br />
St<strong>and</strong>ards Expenditure Software Parts Grant Option NI Pay Accrual GAAP<br />
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000<br />
Non-current assets<br />
Property, plant <strong>and</strong> equipment 44,417 – (764) 2,324 – – – 45,977<br />
Intangible assets – 2,485 764 – – – – 3,249<br />
Total non-current assets 44,417 2,485 – 2,324 – – – 49,226<br />
Current assets<br />
Inventories 4,720 – – (2,324) – – – 2,396<br />
Trade <strong>and</strong> other receivables 3,825 – – – – – – 3,825<br />
Corporation tax recoverable – – – – – – – –<br />
Cash <strong>and</strong> cash equivalents 6,109 – – – – – – 6,109<br />
Total current assets 14,654 – – (2,324) – – – 12,330<br />
Current liabilities<br />
Trade <strong>and</strong> other payables (7,931) – – – – – (129) (8,060)<br />
Government grants – – – – – – – –<br />
Provisions – – – – – – – –<br />
Financial liabilities – – – – – – – –<br />
Total current liabilities (7,931) – – – – – (129) (8,060)<br />
Total assets less current liabilities 51,140 2,485 – – – – (129) 53,496<br />
Non-current liabilities<br />
Financial liabilities (72,056) – – – – – – (72,056)<br />
Provisions – – – – – (558) – (558)<br />
Government grants – – – – (626) – – (626)<br />
Total non-current liabilities (72,056) – – (626) (558) – (73,240)<br />
Net liabilities (20,916) 2,485 – – (626) (558) (129) (19,744)<br />
Equity <strong>and</strong> liabilities<br />
Equity attributable to equity holders of the parent<br />
Issued capital 1,663 – – – – – – 1,663<br />
Share premium 52,417 – – – – – – 52,417<br />
Retained earnings (75,682) 2,485 – – (626) (558) (129) (74,510)<br />
Other reserves 686 – – – – – – 686<br />
(20,916) 2,485 – – (626) (558) (129) (19,744)<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong> 61
Notes to the Consolidated Financial Statements<br />
continued<br />
23(c) Effect on Group balance sheet as at 30 September 2005<br />
The effect of the changes to the Group’s accounting policies on the equity of the Group at 30 September 2005 was as follows:<br />
Impact of Transition to IFRS<br />
Under UK<br />
Accounting Development Computer Significant Inventory Government Currency Share Holiday IFRS<br />
St<strong>and</strong>ards Expenditure Software Parts Reclass. Grant Translation Option NI Pay Accrual GAAP<br />
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000<br />
Total non-current assets<br />
Property, plant <strong>and</strong> equipment 62,508 – (615) 4,584 (122) – – – – 66,355<br />
Intangible assets – 5,120 615 – – – – – – 5,735<br />
Total non-current assetts 62,508 5,120 – 4,584 (122) – – – – 72,090<br />
Current assets<br />
Inventories 7,202 – – (4,584) 90 – – – – 2,708<br />
Trade <strong>and</strong> other receivables 4,887 – – – – – – – – 4,887<br />
Cash <strong>and</strong> cash equivalents 2,163 – – – – – – – – 2,163<br />
Total current assets 14,252 – – (4,584) 90 – – – – 9,758<br />
Current liabilities<br />
Trade <strong>and</strong> other payables (7,654) – – – – – – – (152) (7,806)<br />
Government grants – – – – – – – – – –<br />
Provisions – – – – – – – (281) – (281)<br />
Financial liabilities (38,440) – – – – – – – – (38,440)<br />
Total current liabilities (46,094) – – – – – – (281) (152) (46,527)<br />
Total assets less current liabilities 30,666 5,120 – – (32) – – (281) (152) 35,321<br />
Non-current liabilities<br />
Financial liabilities (55,073) – – – – – – – – (55,073)<br />
Provisions – – – – – – – (562) – (562)<br />
Government grants – – – – – (714) – – – (714)<br />
Total non-current liabilities (55,073) – – – – (714) – (562) – (56,349)<br />
Net liabilities (24,407) 5,120 – – (32) (714) – (843) (152) (21,028)<br />
Equity <strong>and</strong> liabilities<br />
Equity attributable to equity holders of the parent<br />
Issued capital 1,665 – – – – – – – – 1,665<br />
Share premium 52,472 – – – – – – – – 52,472<br />
Retained earnings (78,544) 5,120 – – (32) (714) 29 (843) (152) (75,136)<br />
Other reserves – – – – – – (29) – – (29)<br />
(24,407) 5,120 – – (32) (714) – (843) (152) (21,028)<br />
23(d) Principal adjustments<br />
The principal effects of the changes arising from adoption of IFRS are explained below:<br />
Computer software<br />
Under UK accounting st<strong>and</strong>ards, all capitalised computer software was included within tangible fixed assets. Under IAS 38 “Intangible Assets”, capitalised computer<br />
software must be presented as an intangible asset unless it is integral to an item of property, plant <strong>and</strong> equipment. Under IFRS, non-integral computer software with<br />
a carrying value of $615,000 has been reclassified from property, plant <strong>and</strong> equipment to intangible assets at 30 September 2005 (2004: $764,000).<br />
Development costs<br />
Under UK accounting st<strong>and</strong>ards, research <strong>and</strong> development costs were written off in the period in which they were incurred. Under IAS 38 “Intangible Assets”,<br />
development costs associated with new products must be capitalised from the time at which the development project satisfies the conditions specified within IAS<br />
38 “Intangible Assets”. These conditions can be summarised as technical feasibility, intention to complete, ability to use or sell, probable future economic benefits,<br />
availability of adequate resources <strong>and</strong> the ability to measure reliably the expenditure.<br />
62<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
Notes to the Consolidated Financial Statements<br />
continued<br />
The resulting asset will be amortised over the number of production units expected to be obtained from the asset by the entity. The carrying value of development<br />
costs will be reviewed for impairment annually when the asset is not yet in use or, more frequently, when an indication of impairment arises during the reporting year.<br />
Under IFRS, an intangible asset of $5,120,000 has been recognised at 30 September 2005 (2004: $2,485,000). Research <strong>and</strong> development costs expensed through the<br />
income statement in the year ended 30 September 2005 decreased by $2,635,000.<br />
Amortisation of the intangible asset will commence when the asset is available for use.<br />
Government grant<br />
Under UK accounting st<strong>and</strong>ards, when the grant relates to an expense item, it is recognised as income over the period necessary to match the grant on a systematic basis to<br />
the costs that it was intended to compensate. Where the grant related to an asset, the fair value was credited to a deferred income account <strong>and</strong> was released to the income<br />
statement over the expected useful life of the relevant asset by equal annual instalments. Under IAS 20 “Government Grants”, the $714,000 government grant associated with<br />
the development costs which was credited to the income statement in line with the expenditure in the 2005 <strong>and</strong> 2004 financial statements has been reversed.<br />
Share-based payments<br />
Under UK accounting st<strong>and</strong>ards, the cost of awards made under the Group’s employee share schemes was based on the intrinsic value of the awards.<br />
Under IFRS 2 “Share-based Payment”, the cost of employee share schemes is based on the fair value of the awards that must be assessed using an option pricing<br />
model. Generally, the fair value of the award is expensed on a straight-line basis over the vesting period. Adjustments are made to reflect expected <strong>and</strong> actual<br />
forfeitures during the vesting period due to failure to satisfy either service conditions or non-market performance conditions. As a result of these changes, the cost of<br />
employee share schemes recognised during the year ended 30 September 2005 increased by $1,170,000, including related social security costs. An employer’s National<br />
Insurance liability of $285,000 was recorded in respect of the options in the year ended 30 September 2005.<br />
Foreign currency translation differences<br />
Under UK accounting st<strong>and</strong>ards, cumulative foreign currency translation differences arising on the retranslation into sterling of the Group’s net investment in foreign<br />
operations were recognised within reserves. Under IAS 21 “The Effects of Changes in Foreign Exchange Rates”, cumulative foreign currency translation differences must<br />
be recognised as a separate component of equity <strong>and</strong> should be taken into account in calculating the gain or loss on the disposal of a foreign operation. As permitted<br />
under IFRS 1, <strong>Optos</strong> has elected to deem cumulative translation differences to be $nil on 1 October 2004.<br />
Property, plant <strong>and</strong> equipment – significant parts<br />
Under UK accounting st<strong>and</strong>ards, significant parts are classified within inventory. Under IAS 16, “Property, Plant <strong>and</strong> Equipment”, significant parts must be included<br />
within Property, Plant <strong>and</strong> Equipment. Parts are amortised from the point when the assets are available for use. It has been assessed that available for use is the point<br />
in time when the assets are installed at customer premises. The scan heads <strong>and</strong> component parts have been assessed as the significant parts. Significant parts with a<br />
carrying value of $4,584,000 (2004: $2,324,000) were reclassified from Inventory to Property, Plant <strong>and</strong> Equipment as at 30 September 2005.<br />
Holiday pay accrual<br />
As required by IAS 19, “Employee benefits”, an accrual of $152,000 has been included in the balance sheet at 30 September 2005, representing the holiday pay accrual as at<br />
that date <strong>and</strong> a charge of $23,000 included in the profit <strong>and</strong> loss for the year ended 30 September 2005. No such accrual was made under UK accounting st<strong>and</strong>ards.<br />
Taxation<br />
While the above changes may require an adjustment for the effect of taxation, these would impact the unrecognised deferred tax asset <strong>and</strong>, as such, have not been<br />
disclosed within this statement<br />
Financial instruments<br />
Upon adoption of IAS32/39, on 1 October 2005, the carrying value of the secured loan stock <strong>2006</strong> <strong>and</strong> unsecured loan stock 2007 was reduced by $1,439,000,<br />
of which $2,744,000 reflects the removal of the original value of the conversion options (which was taken to equity) <strong>and</strong> the balance of $1,305,000 represents the<br />
imputed interest calculated on an amortised costs basis from date of issue to 1 October 2005 (which was taken to retained earnings). Both the secured loan stock<br />
<strong>2006</strong> <strong>and</strong> unsecured loan stock 2007 were converted into ordinary shares upon flotation; the carrying value at date of conversion was $9,229,000.<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong> 63
Independent Auditors’ <strong>Report</strong><br />
to the Members of <strong>Optos</strong> plc (Company)<br />
We have audited the parent company financial statements of <strong>Optos</strong> plc for the year ended 30 September <strong>2006</strong>, which comprise the Company Balance Sheet <strong>and</strong><br />
the related Notes 1 to 17. These parent company financial statements have been prepared under the accounting policies set out therein. We have also audited the<br />
information in the Directors’ Remuneration <strong>Report</strong> that is described as having been audited.<br />
We have reported separately on the Group financial statements of <strong>Optos</strong> plc for the year ended 30 September <strong>2006</strong>.<br />
This report is made solely to the Company’s members, as a body, in accordance with Section 235 of the Companies Act 1985. Our audit work has been undertaken so<br />
that we might state to the Company’s members those matters we are required to state to them in an auditors’ report <strong>and</strong> for no other purpose. To the fullest extent<br />
permitted by law, we do not accept or assume responsibility to anyone other than the Company <strong>and</strong> the Company’s members as a body, for our audit work, for this<br />
report, or for the opinions we have formed.<br />
Respective Responsibilities of Directors <strong>and</strong> Auditors<br />
The Directors’ responsibilities for preparing the <strong>Annual</strong> <strong>Report</strong>, the Directors’ Remuneration <strong>Report</strong> <strong>and</strong> the parent company financial statements in accordance with applicable<br />
United Kingdom law <strong>and</strong> Accounting St<strong>and</strong>ards (United Kingdom Generally Accepted Accounting Practice) are set out in the Statement of Directors’ Responsibilities.<br />
Our responsibility is to audit the parent company financial statements <strong>and</strong> the part of the Directors’ Remuneration <strong>Report</strong> to be audited in accordance with relevant<br />
legal <strong>and</strong> regulatory requirements <strong>and</strong> International St<strong>and</strong>ards on Auditing (UK <strong>and</strong> Irel<strong>and</strong>).<br />
We report to you our opinion as to whether the parent company financial statements give a true <strong>and</strong> fair view <strong>and</strong> whether the parent company financial statements<br />
<strong>and</strong> the part of the Directors’ Remuneration <strong>Report</strong> to be audited have been properly prepared in accordance with the Companies Act 1985. We also report to you<br />
whether, in our opinion, the information given in the parent company Directors’ <strong>Report</strong> is consistent with the financial statements. The information given in the<br />
Directors’ <strong>Report</strong> includes that specific information presented in the Operating <strong>and</strong> Financial Review that is cross-referred from the Business Review section of the<br />
Directors’ <strong>Report</strong>.<br />
In addition, we report to you if, in our opinion, the Company has not kept proper accounting records, if we have not received all the information <strong>and</strong> explanations we<br />
require for our audit, or if information specified by law regarding Directors’ remuneration <strong>and</strong> other transactions is not disclosed.<br />
We read other information contained in the <strong>Annual</strong> <strong>Report</strong> <strong>and</strong> consider whether it is consistent with the audited parent company financial statements. The other<br />
information comprises only the Highlights, the History of <strong>Optos</strong>, A Closer Look at <strong>Optos</strong>, optomap® Retinal Exam, the Chairman’s Statement, the Operational <strong>and</strong><br />
Financial Review, Board of Directors, Corporate Governance, Corporate Social Responsibility, the unaudited part of the Directors’ Remuneration <strong>Report</strong> <strong>and</strong> the<br />
Directors’ <strong>Report</strong>. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the parent company<br />
financial statements. Our responsibilities do not extend to any other information.<br />
Basis of Audit Opinion<br />
We conducted our audit in accordance with International St<strong>and</strong>ards on Auditing (UK <strong>and</strong> Irel<strong>and</strong>) issued by the Auditing Practices Board. An audit includes examination,<br />
on a test basis, of evidence relevant to the amounts <strong>and</strong> disclosures in the parent company financial statements <strong>and</strong> the part of the Directors’ Remuneration <strong>Report</strong> to be<br />
audited. It also includes an assessment of the significant estimates <strong>and</strong> judgments made by the Directors in the preparation of the parent company financial statements,<br />
<strong>and</strong> of whether the accounting policies are appropriate to the Company’s circumstances, consistently applied <strong>and</strong> adequately disclosed.<br />
We planned <strong>and</strong> performed our audit so as to obtain all the information <strong>and</strong> explanations which we considered necessary in order to provide us with sufficient<br />
evidence to give reasonable assurance that the parent company financial statements <strong>and</strong> the part of the Directors’ Remuneration <strong>Report</strong> to be audited are free from<br />
material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion, we also evaluated the overall adequacy of the presentation of<br />
information in the parent company financial statements <strong>and</strong> the part of the Directors’ Remuneration <strong>Report</strong> to be audited.<br />
Opinion<br />
In our opinion:<br />
• the parent company financial statements give a true <strong>and</strong> fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state of the<br />
Company’s affairs as at 30 September <strong>2006</strong>;<br />
• the parent company financial statements <strong>and</strong> the part of the Directors’ Remuneration <strong>Report</strong> to be audited have been properly prepared in accordance with the<br />
Companies Act 1985; <strong>and</strong><br />
• the information given in the Directors’ <strong>Report</strong> is consistent with the parent company financial statements.<br />
Ernst & Young LLP<br />
Registered Auditor<br />
Glasgow<br />
18 December <strong>2006</strong><br />
64<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
Company Balance Sheet<br />
At 30 September <strong>2006</strong><br />
<strong>2006</strong> 2005<br />
Notes $’000 $’000<br />
Non-current assets<br />
Tangible fixed assets 3 4,365 3,330<br />
Investments in subsidiaries 4 1,422 1,391<br />
Total non-current assets 5,787 4,721<br />
Current assets<br />
Stock 5 3,446 2,729<br />
Debtors 6 39,864 56,804<br />
Cash at bank <strong>and</strong> in h<strong>and</strong> 7 32,283 –<br />
Total current assets 75,593 59,533<br />
Creditors falling due within one year 8 (9,235) (37,703)<br />
Net current assets 66,358 21,830<br />
Total assets less current liabilities 72,145 26,551<br />
Creditors falling due after more than one year 9 (160) (10,759)<br />
Provisions 10 (843) –<br />
Total assets less liabilities (1,003) (10,759)<br />
Net assets 71,142 15,792<br />
Capital <strong>and</strong> reserves<br />
Called up share capital 13 2,361 1,665<br />
Share premium account 14 111,375 52,472<br />
Profit <strong>and</strong> loss account 14 (42,594) (38,345)<br />
Shareholders’ funds 71,142 15,792<br />
Approved by the Board of Directors on 18 December <strong>2006</strong> <strong>and</strong> signed on its behalf by:<br />
Allan Watson<br />
Director<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong> 65
Notes to the Company Financial Statements<br />
For the year ended 30 September <strong>2006</strong><br />
1 ACCOUNTING POLICIES<br />
Basis of preparation<br />
The Company financial statements have been prepared in accordance with UK GAAP <strong>and</strong> applicable accounting st<strong>and</strong>ards. In preparing the financial statements<br />
for the year ended 30 September <strong>2006</strong>, the Company has adopted FRS20 “Share-based Payment”; FRS21 “Events After the Balance Sheet Date”; FRS23 “The Effects<br />
of Changes in Foreign Exchange Rates”; FRS25 “Financial Instruments: Disclosure <strong>and</strong> Presentation”; FRS26 “ Financial Instruments: Measurement”; <strong>and</strong>, FRS28<br />
“Corresponding Amounts”. Further information is provided in Note 14 to the financial statements.<br />
No profit <strong>and</strong> loss account is presented for <strong>Optos</strong> plc, as permitted by Section 230 of the Companies Act 1985.<br />
Depreciation<br />
Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost or valuation, less estimated residual value, of each asset evenly over its<br />
expected useful life, as follows:<br />
Leasehold improvements<br />
Other equipment<br />
P200 equipment<br />
10 years<br />
3-5 years<br />
5 years<br />
P200 equipment refers to retinal examination devices located at healthcare practitioner sites <strong>and</strong> being utilised on a pay-per-examination basis.<br />
Government grants in respect of capital expenditure are credited to a deferred income account <strong>and</strong> are released to profit over the expected useful lives of the relevant<br />
assets by equal annual instalments. Grants of a revenue nature are credited to income so as to match them with the expenditure to which they relate.<br />
Leasing <strong>and</strong> hire-purchase commitments<br />
Assets held under finance leases <strong>and</strong> hire-purchase contracts are capitalised in the balance sheet <strong>and</strong> are depreciated over the lease term or useful life as appropriate.<br />
The interest element of the rental obligations is charged to the profit <strong>and</strong> loss account over the period of the lease <strong>and</strong> represents a constant proportion of the balance<br />
of capital repayments outst<strong>and</strong>ing. Rentals paid under operating leases are charged to income as they occur over the term of the lease.<br />
Stock<br />
Stock primarily comprises spares components relating to P200 equipment. Stocks are valued at the lower of cost <strong>and</strong> net realisable value. Costs incurred in bringing<br />
each product to its present location <strong>and</strong> condition are accounted for as follows:<br />
• Raw materials spares & consumables – purchase cost on a first-in, first-out basis;<br />
• Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion <strong>and</strong> the estimated costs necessary to make<br />
the sale.<br />
Foreign currencies<br />
The Company’s reporting currency is the US dollar.<br />
Transactions in foreign currencies are initially recorded in the functional currency rate ruling at the date of the transaction. Monetary assets <strong>and</strong> liabilities<br />
denominated in foreign currencies are retranslated at the functional currency rate of exchange ruling at the balance sheet date. All differences are taken to profit<br />
or loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial<br />
transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.<br />
The Company’s share capital <strong>and</strong> share premium account are denominated in £sterling <strong>and</strong> are translated at the historical rates of exchange<br />
Deferred taxation<br />
Deferred tax is recognised in respect of all timing differences that have originated, but not reversed, at the balance sheet date where transactions or events have<br />
occurred at that date that will result in an obligation to pay more, or a right to pay less or to receive more, tax, with the following exceptions:<br />
• provision is made for deferred tax that would arise on remittance of the retained earnings of overseas subsidiaries only to the extent that, at the balance sheet date,<br />
dividends have been accrued as receivable;<br />
• deferred tax assets are recognised only to the extent that the Directors consider that it is more likely than not that there will be suitable taxable profits from which<br />
the future reversal of the underlying timing differences can be deducted.<br />
Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates <strong>and</strong><br />
laws enacted or substantially enacted at the balance sheet date.<br />
Pension schemes<br />
The Company operates a defined contribution pension scheme. The assets of the scheme are invested <strong>and</strong> managed independently of the finances of the Company.<br />
The contributions payable to the scheme in respect of the accounting period are charged directly to the profit <strong>and</strong> loss account.<br />
Research <strong>and</strong> development<br />
Research <strong>and</strong> development expenditure is written off as incurred.<br />
66<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
Notes to the Company Financial Statements<br />
continued<br />
Share-based payments<br />
Employees (including senior executives) of the Company receive remuneration in the form of share-based payment transactions, whereby employees render services<br />
as consideration for equity instruments (“equity-settled transactions”).<br />
The cost of equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted <strong>and</strong> is recognised as an<br />
expense over the vesting period, which ends on the date on which the relevant employees become fully entitled to the award. In valuing equity-settled transactions,<br />
no account is taken of any performance conditions, other than conditions linked to the price of the shares of the Company (“market conditions”), if applicable.<br />
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting<br />
irrespective of whether or not the market condition is satisfied, provided that all other performance conditions are satisfied.<br />
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance <strong>and</strong>/or service<br />
conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (“the vesting date”). The cumulative expense<br />
recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired <strong>and</strong> the Group’s<br />
best estimate of the number of equity instruments that will ultimately vest. The income statement charge or credit for a period represents the movement in<br />
cumulative expense recognised as at the beginning <strong>and</strong> end of that period.<br />
Where the terms of an equity-settled award are modified, or a new award is designated as replacing a cancelled or settled award, the cost based on the original<br />
award terms continues to be recognised over the original vesting period. In addition, an expense is recognised over the remainder of the new vesting period for<br />
the incremental fair value of any modification, based on the difference between the fair value of the original award <strong>and</strong> the fair value of the modified award,<br />
both as measured on the date of modification. No reduction is recognised if this difference is negative.<br />
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, <strong>and</strong> any cost not yet recognised in the income statement for<br />
the award is expensed immediately. Any compensation paid up to the fair value of the award at the cancellation or settlement date is deducted from equity, with any<br />
excess over fair value being treated as an expense in the income statement.<br />
The Company has taken advantage of the transitional provisions of FRS 20 in respect of equity-settled awards <strong>and</strong> has applied FRS 20 only to equity-settled awards<br />
granted after 7 November 2002 that had not vested on 1 January 2005.<br />
Trade <strong>and</strong> other debtors<br />
Trade debtors, which generally have 30-90 days’ terms, are recognised <strong>and</strong> carried at original invoice amount less an allowance for any uncollectible amounts.<br />
Provision is made when there is objective evidence that the Company will not be able to collect the debts. Balances are written off when the probability of recovery<br />
is assessed as being remote.<br />
Cash <strong>and</strong> cash equivalents<br />
Cash <strong>and</strong> short-term deposits in the balance sheet comprise cash at banks <strong>and</strong> in h<strong>and</strong> <strong>and</strong> short-term deposits with an original maturity of three months or less.<br />
Interest-bearing loans <strong>and</strong> borrowings<br />
All loans <strong>and</strong> borrowings are initially recognised at the fair value of the consideration received less directly attributable transaction costs. After initial recognition,<br />
interest-bearing loans <strong>and</strong> borrowings are subsequently measured at amortised cost using the effective interest method.<br />
Financial instruments<br />
Prospective adoption of FRS25 <strong>and</strong> FRS26<br />
As permitted by FRS26, the Group has elected to apply FRS25 “Financial Instruments: Disclosure <strong>and</strong> Presentation” <strong>and</strong> FRS26 “Financial Instruments: Recognition <strong>and</strong><br />
Measurement” prospectively from 1 October 2005. As a result, the relevant comparative information for the year ended 30 September 2005 <strong>and</strong> as at 30 September<br />
2005 does not reflect the impact of these st<strong>and</strong>ards <strong>and</strong> is accounted for in accordance with previous UK GAAP.<br />
Derivative financial instruments<br />
In 2005, <strong>Optos</strong> used derivative financial instruments, principally forward currency contracts, to reduce its exposure to exchange rate movements. Under previous<br />
UK GAAP, such derivative contracts are not recognised as assets <strong>and</strong> liabilities on the balance sheet, <strong>and</strong> gains or losses arising on them are not recognised until the<br />
hedged item has itself been recognised in the financial statements.<br />
From 1 October 2005, derivative financial instruments are recognised as assets <strong>and</strong> liabilities measured at their fair value at the balance sheet date. Changes in<br />
fair values will be recognised in the income statement <strong>and</strong> this is likely to cause volatility in situations where the carrying value of the hedged item is either not<br />
adjusted to reflect fair value changes arising from the hedged risk or is so adjusted but that adjustment is not recognised in the income statement. However, under<br />
certain conditions specified within IAS39, hedge accounting may be used to mitigate income statement volatility. The Company had no such financial instruments<br />
outst<strong>and</strong>ing at 1 October 2005 or in use during the year ended 30 September <strong>2006</strong>.<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong> 67
Notes to the Company Financial Statements<br />
continued<br />
Compound financial instruments<br />
<strong>Optos</strong> had in issue secured loan notes <strong>2006</strong> <strong>and</strong> unsecured loan notes 2007, both of which were convertible at the holder’s option into ordinary shares of 1p each.<br />
Under previous UK GAAP, convertible bonds are treated as debt, with the finance cost being measured on the assumption that the debt will not be converted.<br />
Under new UK GAAP, from 1 October 2005 convertible bonds are split into a liability <strong>and</strong> a conversion option. On issue, the fair value of the liability component is<br />
determined using a market rate for an equivalent non-convertible bond <strong>and</strong> recognised in non-current liabilities as part of borrowings on an amortised cost basis<br />
until extinguished on conversion or redemption. The remainder of the proceeds is allocated to the conversion option. If the conversion option meets the definition<br />
of an equity instruments no subsequent changes in the value are recognised in the financial statements. However, where settlement is in a currency other than the<br />
functional currency of <strong>Optos</strong>, the remainder of the proceeds are recognised as a financial liability with the change in value of the conversion option in subsequent<br />
accounting periods being recognised in the income statement. At the date of issue, the compound financial instruments were denominated in the functional currency<br />
of <strong>Optos</strong> <strong>and</strong>, accordingly, the remainder of the proceeds have been treated as an equity instrument.<br />
At 1 October 2005, the carrying value of the secured loan stock <strong>2006</strong> <strong>and</strong> unsecured loan stock 2007 was reduced by $1,439,000, of which $2,745,000 reflects the<br />
removal of the original value of the conversion options (which is taken to equity) <strong>and</strong> the balance of $1,306,000 represents the imputed interest calculated on an<br />
amortised costs basis from date of issue to 1 October 2005 (which is taken to retained earnings). The impact on <strong>2006</strong>, up to the point of conversion, has been to<br />
increase finance costs by $253,000 for imputed interest <strong>and</strong> a decrease in administrative expenses of $162,000 related to foreign exchange movements.<br />
Share warrants<br />
<strong>Optos</strong> had in issue a number of share warrants entitling the holders to subscribe for ordinary shares of 1p each at set prices under certain conditions. Previous UK GAAP<br />
requires the net proceeds of an issue to be credited direct to shareholders’ funds. Thereafter, the accounting depends on whether the warrant is exercised or is allowed<br />
to lapse. If it is exercised, the proceeds on the original issue of the warrant are included in the net proceeds of the shares issued; if is lapses, they are included instead in<br />
the statement of total recognised gains <strong>and</strong> losses.<br />
Under new UK GAAP, a non-derivative contract involving the delivery of a fixed number of own equity instruments, in exchange or a fixed amount of cash, is classified<br />
as an equity instrument. Any consideration received, such as a premium on issues, is added directly to equity. Subsequent changes in the fair value of the instrument<br />
are not recognised in the financial statements. However, where settlement is in a currency other than the functional currency of <strong>Optos</strong>, the net proceeds are<br />
recognised as a financial liability with the change in value of the conversion option in subsequent accounting periods being recognised in the income statement.<br />
At the date of issue, the warrants were denominated in the functional currency of <strong>Optos</strong> <strong>and</strong>, accordingly, have been treated as an equity instrument.<br />
Derecognition of financial assets & liabilities<br />
Financial assets<br />
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognised where the rights to receive cash flows from<br />
the asset have expired; the Company retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a<br />
third party under a ‘pass-through’ arrangement; or the Company has transferred its rights to receive cash flows from the asset <strong>and</strong> either (a) has transferred substantially<br />
all the risks <strong>and</strong> rewards of the asset, or (b) has neither transferred nor retained substantially all the risks <strong>and</strong> rewards of the asset, but has transferred control of the asset.<br />
Financial liabilities<br />
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. Where an existing financial liability is replaced by<br />
another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is<br />
treated as a derecognition of the original liability <strong>and</strong> the recognition of a new liability, such that the difference in the respective carrying amounts together with any<br />
costs or fees incurred are recognised in profit or loss.<br />
2 LOSS attributable to the Company<br />
Directors<br />
Details of Director remuneration, pension benefits <strong>and</strong> share options are included in the Directors’ Remuneration report on pages 28-31.<br />
Auditors remuneration<br />
The total fees payable by the Company to Ernst & Young LLP for work performed in respect of the audit of the Company was $30,000 (2005: $18,000).<br />
68<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
Notes to the Company Financial Statements<br />
continued<br />
3 TANGIBLE FIXED ASSETS<br />
Leasehold Plant <strong>and</strong> P200<br />
Improvements Equipment Equipment Total<br />
$’000 $’000 $’000 $’000<br />
Cost:<br />
At beginning of year 606 4,420 4,156 9,182<br />
Additions 573 1,112 1,006 2,691<br />
Disposals – (10) (317) (327)<br />
At end of year 1,179 5,522 4,845 11,546<br />
Depreciation:<br />
At beginning of year 283 2,911 2,658 5,852<br />
Provided during year 77 887 525 1,489<br />
Disposals – – (160) (160)<br />
At end of year 360 3,798 3,023 7,181<br />
Net book value:<br />
At beginning of year 323 1,509 1,498 3,330<br />
At end of year 819 1,724 1,822 4,365<br />
Included in the net book values above are the following amounts relating to assets acquired under finance lease or hire-purchase contracts.<br />
P200<br />
Total<br />
Equipment Equipment<br />
$’000 $’000<br />
At beginning of year 255 255<br />
At end of year 227 227<br />
The depreciation charged for the year on these assets was $72k (2005: $87k)<br />
4 INVESTMENTS<br />
Subsidiary Undertakings<br />
<strong>2006</strong> 2005<br />
Cost $’000 $’000<br />
At beginning of year 2 2<br />
Additions 28 –<br />
At end of year 30 2<br />
Long-term loan 1,392 1,389<br />
1,422 1,391<br />
Details of the investments in which the Group <strong>and</strong> the Company (unless indicated) holds 20% or more of the nominal value of any class of share capital are as follows:<br />
Name of Company Country of Registration Proportion<br />
<strong>Optos</strong> Inc USA 100%<br />
<strong>Optos</strong> Canada Inc Canada 100%<br />
<strong>Optos</strong> GmbH Germany 100%<br />
5 Stock<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Raw materials, spares <strong>and</strong> consumables 3,446 2,729<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong> 69
Notes to the Company Financial Statements<br />
continued<br />
6 Debtors<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Amounts owed by Group undertakings 38,008 54,880<br />
Trade debtors 375 459<br />
Value-added tax recoverable 1,311 432<br />
Pre-payments 170 1,033<br />
39,864 56,804<br />
7 CASH AT BANK AND IN HAND<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Cash at bank <strong>and</strong> in h<strong>and</strong> 4,283 –<br />
Short-term deposits 28,000 –<br />
32,283 –<br />
8 Creditors: amounts falling within one year<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Obligations under finance leases<br />
<strong>and</strong> hire-purchase contracts (see Note 11) 191 173<br />
Bank overdraft – 6,853<br />
Trade creditors 2,281 2,427<br />
Other taxes <strong>and</strong> social security costs 198 140<br />
Other creditors 297 218<br />
Accruals 3,048 1,626<br />
Amounts due to Group undertakings 3,220 26,266<br />
9,235 37,703<br />
9 Creditors : amounts falling due after more than one year<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Obligations under finance leases <strong>and</strong><br />
hire-purchase contracts (see Note 11) 160 182<br />
Secured loan stock <strong>2006</strong> – 1,763<br />
Unsecured loan stock 2007 – 8,814<br />
160 10,759<br />
Secured <strong>and</strong> unsecured loan stock<br />
In November 2001, the Company obtained £1,000,000 of loan stock funding from the Bank of Scotl<strong>and</strong>, convertible at the Bank’s option at a price of 40p per share into<br />
ordinary shares of 1p each. The loan is repayable in <strong>2006</strong> <strong>and</strong> carries an interest rate 3% above the Bank of Scotl<strong>and</strong> base rate.<br />
In September 2003, the Company obtained £5,000,000 of loan stock funding, convertible at the subscriber’s option at a price of 50p per share into ordinary shares of 1p<br />
each. No interest is payable on this loan stock.<br />
Upon adoption of IAS32/39, on 1 October 2005, the carrying value of the secured loan stock <strong>2006</strong> <strong>and</strong> unsecured loan stock 2007 was reduced by $1,439,000, of which<br />
$2,744,000 reflects the removal of the original value of the conversion options (which was taken to equity), <strong>and</strong> the balance of $1,305,000 represents the imputed<br />
interest calculated on an amortised costs basis from date of issue to 1 October 2005 (which is taken to retained earnings). Both the secured loan stock <strong>2006</strong> <strong>and</strong><br />
unsecured loan stock 2007 were converted into ordinary shares upon flotation; the carrying value at date of conversion was $9,229,000.<br />
70<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
Notes to the Company Financial Statements<br />
continued<br />
10 Provisions<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
At 1 October – –<br />
Arising during the year 879 –<br />
Utilised (36) –<br />
At 30 September 843 –<br />
Social security contributions on share options<br />
Social security contributions on share options are calculated based on the number of options vested at the balance sheet date valued at market rate less exercise price.<br />
It is expected that the costs will be incurred during the exercise period to 31 December 2012.<br />
11 Obligations under finance leases <strong>and</strong> hire-purchase contracts<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Amounts payable:<br />
Within one year 211 231<br />
Between one <strong>and</strong> two years 129 122<br />
Between two <strong>and</strong> five years 34 44<br />
374 397<br />
Less: finance charges allocated to future periods (23) (42)<br />
351 355<br />
Finance leases <strong>and</strong> hire-purchase contracts are shown as:<br />
Current 191 173<br />
Non-current 160 182<br />
351 355<br />
Upon placement of P200 equipment at a customer site, the healthcare professional enters into a three-year lease agreement with a third-party provider of vendor<br />
finance. <strong>Optos</strong> enters into a matching financing agreement with the third-party provider of vendor finance involving the transfer of P200 equipment to the finance<br />
provider, with legal title being transferred back to <strong>Optos</strong> at the end of the period. As the significant risks <strong>and</strong> rewards of ownership are retained by <strong>Optos</strong>, the proceeds<br />
received from the third-party providers of vendor finance are recorded as finance lease obligations which are repayable by instalments <strong>and</strong> are secured over the<br />
related P200 assets.<br />
12 Other financial commitments<br />
At 30 September <strong>2006</strong>, the Company had annual commitments under non-cancellable operating leases as set out below:<br />
L<strong>and</strong><br />
<strong>and</strong> Buildings<br />
<strong>2006</strong> 2005<br />
$’000 $’000<br />
Operating leases which expire:<br />
In less than one year – 30<br />
In two to five years – 218<br />
In over five years 294 189<br />
294 437<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong> 71
Notes to the Company Financial Statements<br />
continued<br />
13 SHARE CAPITAL<br />
<strong>2006</strong> 2005<br />
Authorised: No. (million) No. (million)<br />
Equity shares<br />
Ordinary shares of 2p 90 120<br />
(2005: 1p each)<br />
<strong>2006</strong> 2005<br />
Allotted, Called Up <strong>and</strong> Fully Paid: $’000 $’000<br />
Equity shares<br />
Ordinary shares of 1p each 2,361 1,665<br />
Equity-settled, share-based payments<br />
Share options outst<strong>and</strong>ing at the end of the year were 5,246,806 (2005: 11,061,635 prior to consolidation). Further details of equity-settled, share-based payments can<br />
be found in Note 20 to the Group financial statements.<br />
<strong>2006</strong> 2005<br />
No<br />
No<br />
Ordinary shares of 1p each<br />
At 1 October 92,126,193 91,954,282<br />
Issue of shares prior to consolidation 350,000 _<br />
Exercise of employee share options prior to consolidation 361,660<br />
Consolidation of shares (46,418,927) _<br />
Issued on IPO 12,000,000 _<br />
Exercise of employee share options 489,631 34,791<br />
Conversion of loan stock 6,683,984 544<br />
Exercise of other options <strong>and</strong> warrants 568,297 _<br />
Other share issues post-consolidation 17,500 136,576<br />
At 30 September: ordinary shares of 2p each (2005: 1p each) 66,178,338 92,126,193<br />
Share Share Share Share<br />
Capital Premium Capital Premium<br />
<strong>2006</strong> <strong>2006</strong> 2005 2005<br />
Consideration Received on Issue of Shares $’000 $’000 $’000 $’000<br />
Issued on IPO 415 51,744 – –<br />
Cost of issue of ordinary share capital – (5,605) – –<br />
Exercise of employee share options 20 765 – –<br />
Conversion of loan stocks 217 10,213 – –<br />
Exercise of other options <strong>and</strong> warrants 35 1,554 – –<br />
Other share issues 9 232 2 55<br />
Consideration received 696 58,903 2 55<br />
72<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
Notes to the Company Financial Statements<br />
continued<br />
14 OTHER EQUITY<br />
Profit <strong>and</strong><br />
Share<br />
Loss Premium Equity Special<br />
Account Account Reserve Reserve<br />
$’000 $’000 $’000 $’000<br />
At 1 October 2004 (35,006) 52,417 – 686<br />
Reclasssification 686 – – (686)<br />
Issue of ordinary shares – 55 – –<br />
Share-based payments 670 – – –<br />
Loss for the year (4,695) – – –<br />
At 30 September 2005 (38,345) 52,472 – –<br />
Implementation of FRS 25/26 (1,305) – 2,744 –<br />
At 1 October 2005 (39,650) 52,472 2,744 –<br />
Conversion of loan 1,543 10,213 (2,744) –<br />
Issue of ordinary shares – 54,295 – –<br />
Cost of issue of ordinary shares – (5,605) – –<br />
Share-based payments 1,393 – – –<br />
Loss for the year (5,880) – – –<br />
At 30 September <strong>2006</strong> (42,594) 111,375 – –<br />
Under FRS20, the cost of employee share schemes, including SAYE schemes, is based on the fair value of the awards that must be assessed using an option pricing<br />
model <strong>and</strong> expensed on a straight-line basis over the vesting period. As a result, the cost of employee share schemes recognised in 2005 increased losses by $670,000.<br />
15 Related party transactions<br />
During the year to 30 September <strong>2006</strong>, purchases totalling $92,472 (2005: $391,000) at normal market prices were made by the Company from Crombie Anderson<br />
Limited, of which the D C Anderson is a Director <strong>and</strong> controlling shareholder, of which $Nil was outst<strong>and</strong>ing at 30 September <strong>2006</strong> (2005: $19,000). The amounts<br />
outst<strong>and</strong>ing are unsecured <strong>and</strong> will be settled in cash. No guarantees have been given or received. No provisions have been made for doubtful debts in respect of<br />
the amounts owed by related parties.<br />
16 Pension commitments<br />
The Company operates a defined contribution pension scheme, the <strong>Optos</strong> Group Personal Pension Scheme, for its Directors <strong>and</strong> senior employees. The assets of the<br />
scheme are held separately from those of the Company in an independently administered fund. There were no outst<strong>and</strong>ing contributions at the year end (2005: $nil).<br />
17 Financial risk management objectives <strong>and</strong> policies<br />
A description of the Group’s financial risk management objectives <strong>and</strong> policies is provided in Note 22 to the Group’s financial statements. These financial risk<br />
management objectives <strong>and</strong> policies also apply to the Company.<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong> 73
Glossary of Terms<br />
510(k)<br />
pre‐marketing process under section 510(k) of the US Federal Food, Drug <strong>and</strong><br />
Cosmetic Act whereby manufacturers notify the FDA of their intent to market<br />
a medical device<br />
age‐related macular degeneration (or AMD)<br />
eye disease that progressively destroys the macula; AMD is the leading cause<br />
of severe vision loss in people over 50 in the Western world<br />
angiographic<br />
diagnostic test in which dye is injected <strong>and</strong> an image created to determine<br />
the blood flow in an area<br />
binocular indirect ophthalmoscope (or BIO)<br />
an instrument designed to visualise the interior of the eye, with the instrument<br />
at arm’s length from the subject’s eye <strong>and</strong> the observer viewing an inverted<br />
image through a convex lens located between patient <strong>and</strong> instrument<br />
CE<br />
Conformite Europeene, a product marking applying to products regulated<br />
by the European Commission’s health, safety <strong>and</strong> environmental protection<br />
legislation, which indicates that a manufacturer has conformed with all the<br />
obligations required <strong>and</strong> is allowed to freely distribute the product<br />
choroid<br />
a collection of blood vessels in the rear of the eye which feed the retinal sensory<br />
layer with nutrients <strong>and</strong> oxygen<br />
diabetes<br />
a chronic health condition where the body is unable to produce insulin <strong>and</strong> break<br />
down glucose in the blood<br />
diabetic retinopathy<br />
a consequence of unmanaged blood sugar levels in a person with diabetes<br />
whereby the retinal blood vessels are damaged, causing destruction of the<br />
retina itself<br />
direct ophthalmoscope<br />
an ophthalmoscope that produces an upright, or unreversed, image of<br />
approximately 15 times magnification<br />
ellipsoidal mirror<br />
a reflecting surface formed to the shape of a concave three-dimensional ellipse<br />
that has the property of two focal points<br />
FDA<br />
US Food <strong>and</strong> Drug Administration<br />
fluorescein angiography<br />
a procedure allowing the blood vessels at the back of the eye to be<br />
photographed as a fluorescent dye is injected into the patient’s bloodstream<br />
fundus<br />
the interior posterior surface of the eyeball which includes the retina <strong>and</strong> the<br />
macula<br />
fundus camera<br />
conventional device derived from practitioner photography that is used to<br />
photograph small areas of the fundus<br />
glaucoma<br />
disorder of the eye, characterised by increased pressure within the eyeball,<br />
resulting in damage to the optic nerve <strong>and</strong> retinal nerve fibres, with resulting<br />
loss of vision<br />
macula<br />
highly sensitive part of the retina responsible for detailed central vision<br />
ophthalmologist<br />
a medically qualified specialist of eye surgery <strong>and</strong> pathology<br />
ophthalmoscope<br />
an instrument for examining the interior structure of the eye, especially the retina<br />
optician<br />
a professional in respect of which these are two variants: dispensing optician<br />
– a provider of glasses <strong>and</strong> contact lenses; ophthalmic optician – a person<br />
qualified to perform eye examinations <strong>and</strong> prescribe eye wear<br />
optometrist<br />
a primary level eyecare provider who performs eye examinations <strong>and</strong> prescribes<br />
eye wear<br />
Panoramic200<br />
the Panoramic200 Scanning Laser Ophthalmoscope supplied by <strong>Optos</strong><br />
that delivers the optomap® Retinal Exam<br />
pathology<br />
the manifestations of disease<br />
posterior pole<br />
the rear hemisphere from the central vertical equator of the eye<br />
primary level care<br />
the point in the healthcare system that is responsible for the detection of health<br />
problems<br />
retina<br />
light-sensitive nerve tissue in the eye that coverts light into electrical impulses for<br />
transmission to the brain via the retinal nerve fibre layer <strong>and</strong> the optic nerve<br />
retinal detachment<br />
separation of the retina from its attachments to the back of the eyeball<br />
scanning laser ophthalmoscopes<br />
a device that uses reflected laser light scanned into the eye to analyse the retina<br />
secondary level care<br />
that part of the healthcare system that diagnoses health problems <strong>and</strong> is often<br />
(but not always) concerned with defining treatment plans<br />
single image capture<br />
a term used by <strong>Optos</strong> to discriminate a single retinal image (optomap® Retinal<br />
Exam) from a sequence of retinal images used, for instance, in fluorescein<br />
angiography (optomap® fa Medical Procedure)<br />
slit lamp biomicroscope<br />
an instrument that combines a microscope with special lights that allows a<br />
practitioner to view the front of the eye <strong>and</strong> the retina (with the additional lens)<br />
SLO<br />
scanning laser ophthalmoscope<br />
virtual point scan<br />
a term used by the Company to define the effect created by the patented system<br />
that gives rise to wide field of view created by the Panoramic200 instrument – it<br />
conveys the effect of being equivalent to positioning a scanning system inside<br />
the patient’s eye<br />
vitreous humour<br />
the clear, gel‐like substance that fills the eyeball behind the lens<br />
74<br />
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong>
<strong>Optos</strong> plc <strong>Annual</strong> <strong>Report</strong> & <strong>Accounts</strong> <strong>2006</strong> 75
United Kingdom<br />
<strong>Optos</strong> plc<br />
Queensferry House<br />
Carnegie Business Campus<br />
Dunfermline, Fife<br />
Scotl<strong>and</strong> KY11 8GR<br />
United Kingdom<br />
+44 (0) 1383 843 300<br />
United States & Canada<br />
<strong>Optos</strong> Inc.<br />
199 Forest Street<br />
Marlborough, MA 01752<br />
United States<br />
Toll-free:<br />
1-800-854-3039<br />
Outside of the US:<br />
+001 (508) 787-1400<br />
Germany<br />
<strong>Optos</strong> GmbH<br />
Hauptstrasse 161<br />
D-68259 Mannheim<br />
+49 (0) 621 71419100<br />
www.optos.com