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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

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