Final Results

IDOX PLC 10 December 2007 IDOX plc 10 December 2007 IDOX plc Final Results IDOX plc ('IDOX' or the 'Company' or the 'Group'), the supplier of software solutions and services to the UK public sector, today announces its final results for the year ended 31 October 2007. Highlights: • Turnover up 58% to £20.6m (2006: £13.0m) • Cash balances up 85% to £8.9m (2006: £4.8m) • Profit before tax of £1.1m (2006: loss £0.5m) • Acquisition of CAPS Solutions for £21.1m • Annualised recurring cost savings in excess of £2.5m • Significant new contract wins and strong sales outlook - ENDS - For further information please contact: Martin Brooks, Chairman 0870 333 7101 Richard Kellett-Clarke, CEO 0870 333 7101 Notes to editors IDOX plc is a supplier of software solutions and services principally to the UK public sector and the leading applications provider to local government for core functions relating to land, people and property through its UNI-form and IDOX product range. Some 70% of UK local authorities are customers. The Company gives public-sector organisations the tools to manage information and knowledge, documents and content, business processes and workflow as well as connecting directly with the citizen via the web. It also supplies decision support content and additional specialist services via the IDOX Information Service. Under the TFPL brand the company is transforming approaches to knowledge and content management via consultancy and training as well as providing these specialist skills to customers through its recruitment division. IDOX plc Chairman's Statement For the year ended 31 October 2007 I am very pleased to report that the Group has been revitalised in the last year in refocusing the business on our core software market which has generated a strong improvement in our underlying trading performance and strengthening of our balance sheet. This trading improvement has been reinforced by the pivotal acquisition of CAPS Solutions Ltd (CAPS) in June 2007 which has already been integrated ahead of schedule, and with greater than anticipated recurring cost savings. The recent combined sales pipeline has grown healthily and the immediate new business outlook is encouraging. Looking to the future: we continue to believe that there are significant opportunities to grow our business both organically and through further acquisitions in our chosen markets of government and local authorities. We like the combination of long-term customer relationships which yield high recurring revenues with the related opportunities to achieve additional sales. The Group now has over 300 local authority customers and we are well positioned to build on this. We have recently secured large complex contracts as the key sub-contractor under the lead supplier to the Scottish Government and directly to Cambridge City Council and Bromsgrove Council. The local authority software and services supplier market is already in the process of consolidating, and we are actively looking for targets that would bring us additional scale, capabilities and synergies. We are also closely monitoring certain opportunities internationally. We are well positioned to take advantage of future opportunities presenting themselves within the local authority software and services market, despite the wider economic uncertainties of the moment. We are determined to make this a sustainable improvement and further work on emphasising customer service is currently being undertaken with additional resources now dedicated to underpin this. Richard Kellett-Clarke has now been appointed to the role of Chief Executive Officer after working as Group Finance Director and also Chief Operating Officer during the essential recovery and reorganisation phase of IDOX last year. We will be seeking candidates for the position of Group Finance Director. I would also like to thank Steve Ainsworth who stood down as Chief Executive Officer on completion of the rapid integration of CAPS. It is our vision to become a significantly sized group recognised as a leading high quality supplier of government related software and services in the UK and thereafter internationally. It goes without saying, particularly after such a successful and transforming year, that none of this would have been achieved without our loyal customers who are always happy to engage with us, responsive suppliers, wise advisors and a dedicated team of colleagues at IDOX. We are looking forward to further opportunities in 2008. Martin Brooks Chairman 10 December 2007 IDOX plc Chief Executive Officer's Report For the year ended 31 October 2007 Financial Review Consolidated revenues grew 58% year-on-year with the inclusion of the first five months trading of CAPS. As a result of this acquisition the mix of revenues moved decisively towards the provision of software and services to the local authority market which accounted for 64% of total revenue. Across the Group, the combined gross margin improved to 74% compared with 66% last year. Earnings before Interest Tax Depreciation and Amortisation (EBITDA) grew to £2.9m compared to £0.2m in the previous year. The consolidated EBITDA margin was 14% this year against 1% last year. A continued strong focus on the control of cash and working capital resulted in the Group delivering a net cash position of £0.9m compared to a forecast net debt position at the time of the CAPS acquisition of £3.9m. The combined business ended the year with a headcount of 256. Markets The focus of the Group is now firmly directed towards the delivery of solutions and services to enable local authorities to improve productivity and provide a better citizen facing experience. This is being achieved by delivering improved web based access and interactivity thereby delivering information and services to the public. The government and local authorities remain committed to investing in solutions and the Group sees continued steady demand for its products and services in the year ahead. Operational Review Software The software division has undergone significant change this year in large part as a result of the CAPS acquisition and the refocus by IDOX onto its product and service offerings. Excluding the impact of the CAPS merger, the software business had returned to growth and improved profitability with revenues growing 15% over the same period last year. This growth in revenue has been sustained at the same level in the second half, in spite of the inevitable disruption caused by the integration of CAPS. It achieved its forecast revenue numbers for the five months to October 2007. The combined software business returned a gross margin of 85% in line with last year and management's expectations. The software business ended the year on a high note closing its largest order month in the history of the business and started the new year working on a number of signature contracts such as • Cambridge City Council - a Corporate and Revenues & Benefits solution, £0.5m; • Bromsgrove City Council - a Corporate solution, £1.1m; and • The Scottish Government as a sub contractor to Phase 1 of the upgrade to Scotland's planning system, £0.6m. The Group's Revenues and Benefits product, launched in 2005 and with two live customers in 2006, achieved its first significant milestone with ten client contracts. The product has demonstrated to early adopters the benefits of its browser based design, its speedy deployment, easily adaptable workflow capability and ability to deliver productivity and service delivery benefits. Following the CAPS acquisition, the business has been able to fit together the complementary strands of both IDOX and CAPS technology and has developed an integrated roadmap for future development. This will deliver benefits to our customers by providing them with a more integrated, open and adaptable system capable of further enhancement and delivering further gains on the investment they have already made. 2007 saw the continued extension of our managed service offering with the introduction of a managed service capability for the CAPS Uniform platform. The combined business in 2008 will be able to deliver a fully resilient, integrated managed services solution for those local authorities wanting to offer shared services and public private partnerships that deliver operational efficiencies. The combined entity successfully completed its integration ahead of schedule and is on track over a full financial year to deliver cost savings in excess of £2.5m. The focus to date has been on back office costs with the intention to improve the sales management and invest in customer support and improvements in delivery and consulting services. Information Solutions Divisional revenues were flat during the year despite improvements in the consulting business. This was largely due to the cancellation of the 2007 EBIC conference. Excluding this, the remaining revenues grew 5% on last year mainly in the consulting and training area. The EBIC conference was cancelled this year whilst the format and focus was re-engineered. It will be relaunched in 2008 with a new format and a programme that ensures it continues to be the conference that demonstrates thought leadership in the changing world of knowledge and information management in corporates and government. The overall attributable margin increased compared to the previous year due to an improved mix in the quality of consultancy contracts. The consultancy business has started to do more work in the local government arena with the growing interest in Electronic Records Management Systems. We are beginning to develop relationships with larger integrators to deliver specialist design services, training and service packages to meet current demand. Recruitment The recruitment division had a poor year with revenues declining by 9% over the previous year although margins were maintained. This was particularly disappointing given the relative buoyancy of the recruitment market in 2007, but was partly due to the business being under announcement of sale. Also our investment in IT recruitment and related advertising did not deliver the expected growth in sales. Second half divisional revenues have shown a period of recovery and ended the year 3% up when compared to the second half last year. This compares to the first half of the year when recruitment revenues were 29% of the first half of the previous year. Permanent recruitment revenues year-on-year were down by 12% due to the timing of the conclusion of year end assignments and a softening in the market. This may indicate the start of a trend back to greater emphasis on non permanent contract revenues in the business. Outlook Whilst the general economic outlook may be uncertain, IDOX's core software division continues to invest and develop its technology with government continuing to encourage this. The Group ended the financial year with a strong pipeline of closed business and is continuing to develop integrated solutions and consultancy services which will deliver productivity and efficiency saving to local authorities. This should ensure continued demand and opportunity for growth for the foreseeable future. Dividend We propose to increase the dividend to 0.1p (2006 0.05p) per share. This will be proposed at the Annual General Meeting scheduled to take place on the 28 February 2008 and, subject to shareholders' approval, paid on the 6 April 2008. Conclusion The acquisition of CAPS in the summer significantly changed the face of IDOX and coincided with a strong improvement in the performance of IDOX's core public sector software business. The executive team would like to thank the staff for their hard work overall and dedication to the swift integration of CAPS. With our renewed focus on the continued delivery of quality services we look forward to assisting our customers in further improving the way they work and deliver essential services to the public. Richard Kellett-Clarke Chief Executive Officer 10 December 2007 IDOX plc Consolidated Profit and Loss Account For the year ended 31 October 2007 Note 2007 2007 2006 2006 £000 £000 £000 £000 Turnover - Existing operations 13,360 13,031 - Acquisitions 7,265 - 2 20,625 13,031 External charges - Existing operations (4,600) (4,473) - Acquisitions (835) - (5,435) (4,473) Gross profit - Existing operations 8,760 8,558 - Acquisitions 6,430 - 15,190 8,558 Staff costs - Existing operations (5,819) (5,931) - Acquisitions (2,820) - (8,639) (5,931) Exceptional staff costs 3 - (299) Other operating charges - Existing operations (2,433) (2,992) - Acquisitions (3,017) - (5,450) (2,992) Operating profit/(loss) - Existing operations 508 (664) - Acquisitions 593 - 1,101 (664) Net interest 18 149 Profit/(loss) on ordinary activities 1,119 (515) before taxation Tax on profit/(loss) on ordinary 4 (218) (472) activities Profit/(loss) for the period transferred 901 (987) to/(from) reserves Basic and diluted profit/(loss) per 5 0.34p (0.51p) share (pence) All operations are attributable to continuing operations. There are no recognised gains or losses other than those set out above. IDOX plc Consolidated Balance Sheet At 31 October 2007 2007 2006 £000 £000 Fixed assets Intangible assets 23,248 4,024 Tangible assets 513 433 23,761 4,457 Current assets Debtors 7,614 3,019 Cash at bank and in hand 8,927 4,830 16,541 7,849 Creditors: amounts falling due within one year (13,787) (3,899) Net current assets 2,754 3,950 Total assets less current liabilities 26,515 8,407 Creditors: amounts falling due after more than one year (6,611) - Net assets 19,904 8,407 Capital and reserves Called up share capital 3,420 1,953 Capital redemption reserve 1,112 1,112 Share premium account 9,706 820 Other reserves 1,294 1,294 Share option reserve 359 - ESOP trust (104) (96) Profit and loss account 4,117 3,324 Shareholders' funds 19,904 8,407 IDOX plc Consolidated Cash Flow Statement For the year ended 31 October 2007 2007 2006 Note £000 £000 Net cash (outflow)/inflow from operating activities 6 (108) 554 Returns on investments and servicing of finance Interest received 336 149 Interest paid (318) - Debt issue costs (425) - Net cash (outflow)/inflow from returns on investments and (407) 149 servicing of finance Capital expenditure and financial investment Purchase of tangible fixed assets (320) (378) Net cash outflow from capital expenditure and financial (320) (378) investment Acquisitions Cash consideration paid 8 (21,969) - Cash acquired with business 8 8,874 - Deferred consideration paid (210) (200) Net cash outflow from acquisitions (13,305) (200) Equity dividends paid (108) - Net cash outflow before financing (14,248) (125) Financing New bank loans 8,000 - Issue of shares 11,000 - Share issue costs paid (647) - ESOP shares acquired (8) (17) Net cash inflow/(outflow) from financing 18,345 (17) Increase in cash 7 4,097 108 IDOX plc Reconciliation of Movements in Shareholders' Funds For the year ended 31 October 2007 2007 2006 £000 £000 Profit/(loss) for the financial year 901 (987) Dividends paid (108) - Additions to ESOP trust (8) (17) Shares issued 11,000 900 Share issue costs (647) - Share option reserve 359 - Net increase/(decrease) in shareholders' funds 11,497 (104) Shareholders' funds at 1 November 2006 8,407 8,511 Shareholders' funds at 31 October 2007 19,904 8,407 IDOX plc Notes to the announcement For the year ended 31 October 2007 1 BASIS OF PREPARATION The preliminary announcement has been prepared in accordance with applicable United Kingdom accounting standards and under the historical cost convention. The principal accounting policies have remained unchanged from those set out in the Group's 2006 annual report and accounts with the exception of the adoption of FRS 20 'Share Based Payments'. This has resulted in a charge to the current period results of £359,000. There was no impact on the results for prior periods as a result of adopting FRS 20. The financial information set out in this announcement does not constitute statutory accounts as defined in section 240 of the Companies Act 1985. The consolidated balance sheet at 31 October 2007 and the consolidated profit and loss account, consolidated cash flow statement and associated notes for the year ended 31 October 2007 have been extracted from the statutory accounts upon which the auditors opinion is unqualified and does not include any statement under section 237 of the Companies Act 1985. Those financial statements have not yet been delivered to the Registrar of Companies. 2 SEGMENTAL ANALYSIS Turnover, operating profit and net assets by class of business are set out below: 2007 2006 £000 £000 Turnover Software 13,222 5,204 Information Solutions 3,269 3,271 Recruitment 4,134 4,556 20,625 13,031 Operating profit/(loss) Software 2,359 286 Information Solutions 190 (436) Recruitment (9) 64 2,540 (86) Goodwill amortisation (1,439) (578) 1,101 (664) Net assets Software 18,358 2,478 Information Solutions 933 2,952 Recruitment 613 2,977 19,904 8,407 3 EXCEPTIONAL STAFF COSTS Exceptional staff costs of £Nil (2006: £299,000) were incurred in the year and relate to the implementation of the Group's announced policy of restructuring and refocusing the business. 4 TAX ON PROFIT/(LOSS) ON ORDINARY ACTIVITIES The tax charge is made up as follows: 2007 2006 £000 £000 Corporation tax Charge in respect of current year 523 43 Adjustments in respect of prior period 58 - 581 43 Deferred tax Origination and reversal of timing differences - current year 103 429 Adjustments in respect of prior year (466) - (363) 429 Tax on profit on ordinary activities 218 472 Unrelieved trading losses of £796,250 (2006: £616,000) which, when calculated at the standard rate of corporation tax in the United Kingdom of 28% (2006: 30%), amounts to £222,950 (2006: £185,000). These remain available to offset against future taxable trading profits. During the year ended 31 October 2007 £624,000 of tax losses surrendered in exchange for the research and development tax credits in respect of the year ended 31 October 2003 were reinstated. Factors affecting the tax charge in the period: 2007 2006 £000 £000 Profit/(loss) on ordinary activities before taxation 1,119 (515) Profit/(loss) on ordinary activities multiplied by the standard rate of corporation tax in the UK of 30% (2006: 30%) 336 (155) Effects of: Prior year adjustment 59 43 Expenses not deductible for tax purposes 301 164 Capital allowances in excess of depreciation 43 (9) Other timing differences 190 9 Differences in tax rate (7) - Marginal relief (5) - Group relief of current year losses - (42) (Decrease)/Increase in tax losses (336) 33 581 43 5 EARNINGS/(LOSS) PER SHARE The earnings/(loss) per ordinary share is calculated by reference to the earnings/(loss) attributable to ordinary shareholders divided by the weighted average number of shares in issue during each period, as follows: 2007 2006 £000 £000 Profit/(loss) for the year 901 (987) Basic earnings per share Weighted average number of shares in issue 267,538,092 192,517,399 Basic earnings/(loss) per share 0.34p (0.51p) Diluted earnings per share Weighted average number of shares in issue used in basic earnings per share calculation 267,538,092 192,517,399 Dilutive share options 564,869 - Weighted average number of shares in issue used in 268,102,961 192,517,399 dilutive earnings per share calculation Diluted earnings/(loss) per share 0.34p (0.51p) Share options that would potentially dilute basic earnings per share but which were not included in either the current or prior year calculation because they were anti-dilutive. 6 NET CASH INFLOW/(OUTFLOW) FROM OPERATING ACTIVITIES 2007 2006 £000 £000 Operating profit/(loss) 1,101 (664) Depreciation 342 270 Goodwill amortisation 1,439 578 Debt issue costs amortisation 36 - (Decrease)/increase in debtors (160) 642 (Decrease) in creditors (3,225) (272) FRS 20 non-cash flow charge 359 - Net cash (outflow)/inflow from operating activities (108) 554 7 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS 2007 2006 £000 £000 Increase in cash in the year 4,097 108 Cash inflow from increase in debt (8,000) - Change in net debt resulting from cash flows (3,903) - Net funds at 1 November 2006 4,830 4,722 Net funds at 31 October 2007 927 4,830 8 ACQUISITIONS On 7 June 2007 the group acquired the entire share capital of CAPS Solutions Limited for a consideration of £21.14m, satisfied in cash. Goodwill arising on the acquisition of CAPS Solutions Limited has been capitalised. The purchase of CAPS Solutions Limited has been accounted for by the acquisition method of accounting. The assets and liabilities of CAPS Solutions Limited acquired were as follows: Book value Fair value and Fair value other adjustments (provisional) £000 £000 £000 Fixed assets Tangible 235 (133) 102 Current assets Debtors 4,072 - 4,072 Bank and cash 8,874 - 8,874 Total assets 13,181 (133) 13,048 Creditors Trade creditors (878) - (878) Other creditors (522) - (522) Accruals (10,242) (100) (10,342) Preference shares debt (500) 500 - Total liabilities (12,142) 400 (11,742) Net assets 1,039 267 1,306 Purchased goodwill capitalised 20,663 21,969 £000 Satisfied by: Cash to vendor 21,140 Costs of acquisition 829 Total cash paid 21,969 Fair value adjustments were made in relation to accounting policy adjustments to bring the depreciation policy for computer equipment and fixtures and fittings in line with the group policy. A further adjustment was made to reflect additional accruals identified as relating to the pre acquisition period. In respect of the preference shares debt, the Group acquired all of the share capital of CAPS Solutions Limited, including the preference shares. As such, the adjustment removes this inter-company balance as part of the consolidation process. The profit after taxation of CAPS Solutions Limited for the period from 1 January 2007, the beginning of the subsidiary's financial year, to the date of acquisition was £151,000. The profit after taxation for the year ended 31 December 2006 was £943,000. The provisional status of the fair value adjustments is in relation to debtors and creditors. Given that the acquisition took place in June 2007, the Group is still establishing the appropriateness of the fair values of these balances. Further details on the profit of CAPS Solutions Limited are provided below: Period from 1 January to 7 June 2007 £000 Turnover 6,510 Operating profit 209 Profit before taxation 209 Taxation 58 Profit for the period 151 There were no material recognised gains and losses in the period to the date of acquisition other than the profit for the period. The subsidiary undertaking acquired during the year made the following contribution to, and utilisation of, group cash flow. 2007 £000 Net cash (outflow) from operating activities (1,308) (Decrease) in cash (1,308) Analysis of net outflow of cash in respect of the purchase of the subsidiary undertaking(s): 2007 £000 Cash at bank and in hand acquired 8,874 Cash consideration paid (21,969) (13,095) 9 POST BALANCE SHEET EVENTS On 16 November 2007, Steve Ainsworth stepped down as Chief Executive Officer of the Group. Richard Kellett-Clarke Group Finance Director and Chief Operating Officer took over as Chief Executive Officer with immediate effect and Martin Brooks continues as Chairman. The Company will be seeking candidates to succeed Richard Kellett-Clarke as Group Finance Director. As part of the resignation, Steve Ainsworth received compensation for loss of office of £120,000. 10 FURTHER COPIES Copies of this announcement and the full annual report and accounts are available, free of charge, for a period of one month from the Company's Nominated Adviser and Broker Noble & Company Limited, 120 Old Broad Street, London, EC2N 1AR, Tel: 020 7763 2200 or from IDOX plc, 2nd floor, 160 Queen Victoria Street, London, EC4V 4 BF, Tel: 0870 333 7101. Copies of the full financial statements will be posted to shareholders in the week commencing 17 December 2007. This information is provided by RNS The company news service from the London Stock Exchange

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