Final Results
Publishing Technology PLC
03 April 2007
Publishing Technology Plc (formerly Ingenta Plc)
announces 2006 results
Publishing Technology Plc, formerly known as Ingenta, has published its annual
report and accounts for 2006. Publishing Technology provides combined print and
online management solutions to the global publishing industry.
On 27 February 2007, Ingenta acquired VISTA International Limited, forming
Publishing Technology Plc, which is listed on the Alternative Investment Market
of the London Stock Exchange (ticker: PTO).
These results focus solely on Ingenta's trading in the 12 months to December 31,
2006, prior to the VISTA acquisition.
Highlights
• Executive focus on acquisition activities - announced and completed
post year end
• IngentaConnect and Publishers Communication Group operations performed
strongly with growth in new client acquisitions and revenues
• Information Commerce Division benefited from investment of £0.5m and
delivered major new software product
• IngentaConnect added 40 new publishers
• Number of Electronic Publications via IngentaConnect.com was 10,000
(2005:9,500)
• Sales in the year of £6.1m (2005: £6.6m)
• Overheads before exceptional items of £5.5m (2005: £5.6m)
• Gross profit £4.5m (2005:£4.9m) - margin steady at 74% (2005: 75%)
• Loss of £1.0m (2005: loss £0.3m) after exceptional write-downs and
reorganisation provisions of £0.2m (2005: 0.1m)
Outlook
The acquisition of VISTA International, which was announced on 2 February 2007,
and completed on
27 February 2007, is designed to enable all three of Ingenta's business units to
deliver growth in 2007, by:
• Providing opportunities to increase sales through cross-selling,
particularly through VISTA's ability to sell Information Commerce
Division's products into it's existing market place;
• Strengthening the management team of Ingenta by integration of the VISTA
management team;
• Creating critical mass both in terms of the range of products and services
as well as the scale of the combined businesses; and
• Obtaining cost savings from synergies and from reduction of duplicated
functions and duplicated activities.
Since the merger was announced, Publishing Technology has signed its first
web-based deal with one of Europe's largest independent publishers of business
titles and a VISTA client, to supply online services from Ingenta, which is
testament to the value of the acquisition.
Martyn Rose, chairman, Publishing Technology, said:
"Ingenta's performance in 2006 gives us confidence that there will be
considerable opportunities for the newly-formed Publishing Technology to
increase revenues across its core businesses. The potential for our renamed and
substantially expanded company is considerable."
For further information please contact:
The Communication Group plc Tel: 020 7630 1411
Kit Bingham M: 07880748672
Publishing Technology Plc (formerly Ingenta Plc) announces 2006 results
2 April 2007
Publishing Technology Plc, formerly known as Ingenta Plc, has published its
annual report and accounts for 2006.
Ingenta Plc acquired VISTA International Limited on 27 February 2007. This is
more fully described in the circular dated 2 February 2007 sent to shareholders.
At the Extraordinary General Meeting on 27 February 2007 the enlarged company
changed its name to Publishing Technology Plc (ticker: PTO) on the AIM market of
the London Stock Exchange.
Ingenta: Business Overview
Ingenta provides technology and associated marketing services to publishers from
whom it receives fees. The provision of Ingenta's software and services enable
publishers to make their content available online under a variety of business
models including subscription and pay per view. Ingenta also provides marketing
services to help publishers maximise distribution of their content.
Ingenta charges recurring fees, in many cases under multi year agreements, for
use of its market-leading technology and services. These are in the areas of
content preparation, content enhancement, website creation, marketing services,
online distribution and access management of subscription controlled content.
The services provided by Ingenta not only enable publishers to securely
disseminate their content online but also to make incremental revenues from
their content. In 2006 the Group worked with over 40 new publishers in addition
to over 270 with whom it has existing relationships.
Ingenta's technical skills, its market leadership and its broad understanding of
the issues faced by publishers attempting to distribute content and gain new
online revenues are key business advantages for the Group.
Ingenta's three principal activities are as follows:
1) IngentaConnect (www.ingentaconnect.com)
2006 saw IngentaConnect add another 40 new publishers to its customer base.
IngentaConnect provides online access to over 10,000 titles to those wishing to
conduct academic or scientific research. IngentaConnect regularly achieves over
20 million user sessions a month. IngentaConnect enables publishers to reach an
audience beyond their traditional subscriber bases, for instance it allows free
access to paid-up subscribers of a publication, with other non-subscription
users able to purchase individual articles on a pay per view basis.
Institutions also engage Ingenta to create online student course packs through
the Group's Heron service, which launched a new course pack management system as
a further service to its educational institution clients. Ingenta also operates
a small number of premium services of direct benefit to institutions and users
of IngentaConnect, for which there is an annual charge.
2) Information Commerce Division (IC)
Publishers have a range of complex needs to maximise the value of the content
they create in online environments. This may include increasing awareness and
readership, capturing data about customers, revenue goals or cost targets for
online delivery. All these aims require publishers to have flexible tools to
re-bundle, re-brand and market their content online and also to create branded
websites through which users can purchase and access this content.
Ingenta provides software and services to meet these needs, the core of which is
a software package called Information Commerce Services (ICS), which is offered
to publishers for use by them. Additionally the Group designs, develops,
maintains and runs publication websites on behalf of publishers.
3) Publishers Communication Group (PCG)
Ingenta's PCG provides a range of specialised marketing and business development
services to meet the needs of professional and scholarly publishers. These
include services in the areas of: market intelligence for planning and marketing
new products; promotions to expand awareness; and local market representation
services. In addition PCG has recently introduced market segmentation and
publisher consulting services.
PCG provides services to over 50 North American and European publishers with
programmes delivered in over 40 countries in eight languages on their behalf.
Chairman's Statement - Martyn Rose
Finance and Operations
Turnover in the year was £6.1m (2005: £6.6m) and the gross margin was 74% (2005:
75%).
The loss before tax in the year was £1.3m (2005: loss £0.6m), inclusive of £1.1m
(2005: £1.2m) invested in Research and Development, all of which was expensed
through the profit and loss account as incurred. With the benefit of a Research
and Development tax credit of £0.3m for the year (2005: £0.3m) this has resulted
in a net loss for the financial year of £1.0m (2005: loss £0.3m).
The Group's net cash balance at 31 December 2006 was a deficit of £0.1m (2005:
surplus £0.3m).
The Group's leading academic and research publications hosting platform,
IngentaConnect (www.ingentaconnect.com) performed strongly and 2006 saw the
release of new services for both publisher clients and end users. In addition,
Ingenta's Information Commerce Division (ICD) unit completed further software
deliveries. Finally the Group's Publisher Communication Group (PCG) worked with
six new publishers, again demonstrating the value of the high quality services
offered.
Ingenta's understanding of the issues faced by publishers trying to reach global
audiences for their content and to derive new revenues from online delivery of
content, remain key business advantages for the Group.
Current Trading and Prospects
2006 saw the Group deliver operational improvements in its financial performance
within two divisions - IngentaConnect and PCG, which are expected to continue
into 2007. As indicated in the announcement of the interim results the ICD group
has for some time needed additional sales distribution to achieve its potential,
and corporate activity has been explored to effect this.
Shareholders will be aware that this was achieved through the announcement on 2
February 2007 of the acquisition of VISTA International Limited, and the
renaming of the Company as Publishing Technology Plc. This move is designed to
enable all three of Ingenta's business units to deliver growth in 2007 and
particularly to enable expanded sales of the ICD offerings
The circular highlighted the following strengths of the combination of Ingenta
and VISTA to create Publishing Technology:
• Providing opportunities to increase sales through cross-selling,
particularly through VISTA's ability to sell ICD's products into it's
existing market place;
• Strengthening the management team of Ingenta by integration of the VISTA
management team;
• Creating critical mass both in terms of the range of products and services
as well as the scale of the combined businesses; and
• Obtaining cost savings from synergies and from reduction of duplicated
functions and duplicated activities.
Chief Executive's Review - Simon Dessain Chief Operating Officer (formerly Chief
Executive)
Ingenta provides services for publishers of high value content, including market
leading services in the areas of content preparation and enhancement, website
creation, marketing services, online distribution and access management for
subscriber controlled content. Access management in particular requires
sophisticated and complex technical solutions for which Ingenta is a market
leader. The use of such technology is a pre-requisite for publishers wishing to
exploit new and evolving e-commerce opportunities and thus derive incremental
revenues from their digital content.
Ingenta continues to generate over 90% of its revenues from providing technology
and marketing services to publishers, with the remaining revenues coming from
institutions and end users of the Group's services. The majority of the Group's
publisher revenues consist of recurring annual fees and long-term contracts
derived through the following three principal activities:
IngentaConnect (www.ingentaconnect.com)
2006 saw IngentaConnect cement further its position as a leader in its sector,
with over 10,000 research and professional publication titles. During the year,
the site regularly saw over 20 million monthly user sessions from around 20,000
institutions spread across 160 countries and at an availability level in excess
of 99.99%. In addition over 20,000 further titles are available for searching
and delivery through fax pay per view.
IngentaConnect provides online access to the publications from over 265
publishers for those conducting academic or scientific research worldwide.
During the year the Group saw 40 new publishers contract with Ingenta. With over
60 linking partners and a large number of search and discovery services pointing
users towards IngentaConnect, publishers gain access to a far wider audience for
their content, beyond their traditional individual subscriber bases.
Engineering activities for IngentaConnect delivered a rolling programme of new
services for publishers including a market leading new facility for searchers on
Google Scholar with IngentaConnect subscriptions and also a major release in
September 2006 which contained certain Web 2.0 functionality. byDesign, is a
service through which publishers can add the extensive functionality of
IngentaConnect to their own websites, and 2006 saw the launch of the option for
publishers to have an entire publication website delivered on their own
dedicated server allowing significant expansion in the level of customisation.
Both these services allow paid-up subscribers of a publication to download
articles for free, or non-subscribers to purchase individual articles online on
a pay per view basis.
In addition, Ingenta's Heron service creates online student course packs and
during the period launched a new product Pack Tracker which provides
institutions administrative and operational management of course pack creation
across an entire institution. Through the Heron website, institutions can
request digitisation, copyright clearance and course pack distribution services.
Article pay per view through IngentaConnect and Heron together generate royalty
revenues of over £1m per annum for Ingenta's publishers.
Ingenta also now provides a small number of chargeable premium services, which
are of direct benefit to users of IngentaConnect. There are three products in
this area, including IngentaConnect Premium, an enhanced package of user
services available for a small additional fee and IngentaConnect Complete and
IngentaConnect InTouch, services designed for libraries. Revenues from the
IngentaConnect operation comprise set up and annual fees, as well as revenue
sharing, and they contributed 65% (2005: 58%) of Group turnover during the year.
Information Commerce Division
As with our IngentaConnect operation, the core of our proposition is a set of
features enabling publishers to define which kinds of user can access what
content and under what licence terms. When combined with Ingenta's ability to
tailor and deliver branded web pages containing the client's content, or
facilities enabling the client to upload and update content within a website,
these features are a key part of Ingenta's competitive advantage and are part of
a product family, generally referred to as ICS. ICS also delivers both a faster
time to market and an improved return on investment for publishers.
Ingenta's ICD Group designs, builds, maintains and operates websites and
provides ICS as a standalone software product.
Ingenta's revenues from ICD are generated from initial and ongoing fees from the
sale of software and also from the integration into, and management of,
publication websites. Revenues from the ICS unit contributed 15% (2005: 28%) of
Group turnover for the year.
Publishers Communication Group (PCG)
PCG provides specialised marketing and business development services to meet the
needs of professional and scholarly publishers.
During the year, PCG also launched new Sales Representation services. These
enable a publisher in North America or Europe to benefit from the services of
tier own staff in additional geographies without the burden of opening an
office, hiring or day to day management of staff. In 2006 this activity enabled
PCG to enter into agreements with the American Society of Microbiology, CSIRO
and CABI to provide resources in both North America and Europe.
In 2006, PCG grew its revenues by 25% (2005: 21% reduction). Ingenta's revenues
in this area are largely fee based and represented 20% (2005: 14%) of Group
turnover during the year.
Outlook
The performance of both IngentaConnect and PCG in 2006 provides confidence they
can contribute to Publishing Technology in 2007. The strength of their products
and the encouraging financial progress in 2006 place them in a strong position
to add to forecast business growth going forward. These may include expansion of
our established services into additional publisher markets and acquisitions of
similar businesses to increase the Group's scale.
The combination of our ICD activities into VISTA operations is already taking
place and cross selling activities underway. These activities enable us to plan
a return on the investments made to date in these ICD products and services.
As outlined in the circular of 2 February 2007, the Board is confident that
there will be considerable opportunities for the newly formed Publishing
Technology Group to increase revenues across its core business streams.
It is also expected that Publishing Technology will considerably improve its
Group financial performance in the current financial year from already
identified cost synergies. We plan that the savings will come from a reduction
of the central or Group functions including human resources, finance, IT support
and product development and, to a lesser extent, from synergies and savings in
the service delivery teams.
Financial Review for the year ended 31 December 2006
Operating results
Turnover for the year ended 31 December 2006 was £6.1m (2005: £6.6m).
Gross profit for the period was £4.5m (2005: £4.9m) and the gross margin was 74%
(2005: 75%).
Total operating costs in the year were £5.7m (2005: £5.6m). This resulted in a
loss before tax of £1.3m (2005 loss: £0.6m). With the benefit of a tax credit
of £0.3m (2005: £0.3m) the loss for the financial period was £1.0m (2005: loss
£0.3m).
Taxation
A tax credit of £0.3m (2005: £0.3m) was included in the results for 2006
relating to amounts received and receivable under the Research and Development
tax credit scheme. The claim has been prepared on the same basis as in prior
years but is subject to HM Revenue and Customs approval.
The Group has unutilised tax losses at 31 December 2006 in the UK and the USA of
£11.9m (2005: £11.5m) and $14.6m (2005: $14.5m) respectively.
Shareholders' returns and dividends
The Directors do not recommend the payment of a dividend (2005: £nil).
Balance sheet and cash
Shareholders' deficit totalled £2.5m at the year end (2005: deficit £1.6m).
Cash outflow from operating activities was reduced over the year to £0.5m (2005:
outflow £1.0m).
At the year end, net bank overdraft was £0.1m (2005: £0.3m net cash). Cash
absorbed by operations or for capital expenditure during the year amounted to
£0.7m (2005: £1.1m). A tax credit of £0.3m (2005: £0.5m) in respect of Research
and Development expenditure was received in the year.
Treasury
The Group's policy with regard to cash balances is to monitor short and medium
term interest rates and to place cash on deposit for periods that optimise
interest earned while maintaining sufficient funds to meet day-to-day
requirements.
The Group operates in a business which has marked seasonality in cash flows.
This is expected to continue and has been taken into account in assessing the
working capital requirements.
International Financial Reporting Standards
The London Stock Exchange has announced that AIM listed Groups will have to
publish financial information under International Financial Reporting Standards
("IFRS") for accounting periods commencing on or after 1 January 2007. Ingenta
expects to report under IFRS for the financial year ending 31 December 2007,
including the interim results for the half year to 30 June 2007.
The process of evaluating the impact of the changes that will result, both in
terms of the effect on the Group's results and its financial position, is
underway.
Consolidated Profit and Loss Account
for the year ended 31 December 2006
Notes 2006 2005
£'000 £'000
Turnover 6,067 6,598
Cost of sales (1,601) (1,657)
Gross profit 4,466 4,941
Administrative expenses (5,743) (5,557)
Operating loss (1,277) (616)
Interest receivable and similar income - 5
Interest payable and similar charges (27) (4)
Loss on ordinary activities before taxation (1,304) (615)
Tax on loss on ordinary activities 2 283 304
Loss for the financial period (1,021) (311)
Loss per share
- basic and diluted 3 (0.5)p (0.2)p
All activities are classified as continuing.
Consolidated Statement of Total Recognised Gains and Losses
for the year ended 31 December 2006
2006 2005
£'000 £'000
Loss for the financial year (1,021) (311)
Currency translation differences on foreign currency net
investments 104 (128)
Total recognised losses for the year (917) (439)
Consolidated Balance Sheet
31 December 31 December
2006 2005
Notes £'000 £'000 £'000 £'000
Fixed assets
Tangible assets 209 210
Investments 103 221
312 431
Current assets
Stock and work in progress 7 7
Debtors 1,839 2,321
Cash at bank and in hand 542 567
2,388 2,895
Creditors - amounts falling due
within one year
Deferred income (1,559) (1,904)
Other creditors (3,501) (2,915)
(5,060) (4,819)
Net current liabilities (2,672) (1,924)
Total assets less current
liabilities (2,360) (1,493)
Creditors - amounts falling due
after more than one year (1) (4)
Provisions for liabilities and
charges (160) (124)
Net liabilities (2,521) (1,621)
Capital and reserves
Called up share capital 7,510 7,510
Share premium account 20,955 20,955
Merger reserve 11,056 11,056
Reverse acquisition reserve 12,679 12,679
Share options reserve 17 -
Profit and loss account deficit (54,738) (53,821)
Shareholders' deficit 6 (2,521) (1,621)
Consolidated Cash Flow Statement
for the year ended 31 December 2006
Notes
2006 2005
£'000 £'000
Net cash outflow from operating activities 4 (539) (998)
Returns on investments and servicing of finance
Interest received - 5
Interest paid on bank overdraft (26) (4)
Interest paid on finance leases (1) -
Net cash (outflow)/inflow from returns on
investments and servicing of finance (27) 1
Taxation 288 489
Capital expenditure and financial investment
Purchase of tangible fixed assets (115) (54)
Net cash outflow from capital expenditure and
financial investment (115) (54)
Acquisitions
Deferred consideration (9) (7)
Net cash outflow from acquisitions (9) (7)
Management of liquid resources
Sale of short term deposits - 680
Net cash inflow from management of liquid resources - 680
Cash (outflow)/inflow before financing (402) 111
Financing
Repayment of principal under finance leases (3) (1)
Cash outflow from financing (3) (1)
(Decrease)/increase in cash in the period 5 (405) 110
Notes to the Preliminary Announcement
for the year ended 31 December 2006
1 Basis of preparation
The principle accounting policies of the Group are set out in the accounts for
the year ended 31 December 2006. The policies have remained unchanged from the
previous year, apart from the adoption of FRS 20 'Share-Based Payments'. In
accordance with FRS 20, the fair value of equity-settled Share-Based Payments is
determined at the date of grant and is recognised on a straight line basis over
the vesting period based on the number of options that will eventually vest.
The adoption of FRS 20 has resulted in a charge to the profit and loss account
of £17,000. The comparative figure and reserves have not been restated as the
effect is immaterial.
2 Tax on loss on ordinary activities
2006 2005
£'000 £'000
UK corporation tax on the results for the year at 30% (2005: 30%) - -
Current period research and development tax receivable 245 250
Adjustment in respect of prior year research and development tax credit 38 54
Total current tax 283 304
The Group has unutilised tax losses in the UK and the USA of £11.9m (2005:
£11.5m) and $14.6m (2005: $14.5m) respectively available to set-off against
future trading profits in those regions. These have yet to be agreed with the
tax authorities.
The differences between the tax charge and the standard rate of corporation tax
are explained below:
2006 2005
£'000 £'000
Loss on ordinary activities before tax (1,304) (615)
Loss on ordinary activities multiplied by the standard rate of
corporation tax in the UK of 30% (2004: 30%) (391) (185)
Effects of:
Permanent differences 32 3
Deferred tax movement not recognised 52 (178)
Tax losses surrendered for research and development 307 360
Research and development tax credit 245 250
Adjustment in respect of prior year research and development tax
credit 38 54
Total current tax 283 304
3 Loss per share
The basic loss per share has been calculated by dividing the loss for the
financial period by the weighted average number of ordinary shares of
186,207,420 (2005: 186,207,420 ) in issue during the period. The Company had no
dilutive ordinary shares in either period which would serve to increase the loss
per ordinary share and there is therefore no difference between the loss per
ordinary share and the diluted loss per ordinary share.
4 Net cash outflow from operating activities
Reconciliation of operating loss to net cash outflow from operating activities:
2006 2005
£'000 £'000
Operating loss (1,277) (616)
Depreciation charge 89 252
Loss on disposal of fixed asset 21 -
Impairment of fixed asset investments 97 -
Share based payment charge 17 -
Decrease in debtors 477 160
Increase/(decrease) in creditors 2 (455)
Increase/(decrease) in provisions and other reserves 35 (339)
Net cash outflow from continuing operations (539) (998)
5 Reconciliation of net cash flow to movement in net (debt)/funds
2006 2005
£'000 £'000
(Decrease)/increase in cash in the year (405) 110
Cash used to decrease liquid resources - (680)
Finance lease repayments 3 1
Change in net debt resulting from cash flows (402) (569)
New finance leases - (6)
Movement in net debt in the year (402) (575)
Net funds at beginning of the year 308 883
Net (debt)/funds at end of the year (94) 308
6 Reconciliation of movements in shareholders' deficit
2006 2005
£'000 £'000
Loss for the year (1,021) (311)
Net exchange adjustments 104 (128)
Share based payment 17 -
Net decrease in shareholders' funds (900) (439)
Opening shareholders' deficit (1,621) (1,182)
Closing shareholders' deficit (2,521) (1,621)
7 Post balance sheet events
On 27 February 2007 Publishing Technology Plc acquired the entire issued share
capital of VISTA International Limited, a specialist supplier of software
solutions to the publishing sector. The consideration comprised 260,000,000 1p
new Publishing Technology ordinary shares at a subscription price of 1p each and
£2m convertible loan notes in exchange for 100% of the issued share capital and
outstanding loan notes in VISTA International Limited.
On the same date as the acquisition of VISTA International Limited the Group
raised £0.8m net of expenses through the issue of 150,000,000 1p new ordinary
shares at a price of 1p each.
Further details are provided in the circular dated 2 February 2007 sent to
shareholders which is available from the Registered Office on request.
8 Publication of non-statutory accounts
The financial information set out in this preliminary announcement does not
constitute statutory accounts as defined in Section 240 of the Companies Act
1985.
The consolidated profit and loss account, the consolidated statement of total
recognised gains and losses, the consolidated balance sheet as at 31 December
2006, the consolidated cash flow statement and associated notes for the year
then ended have been extracted from the Group's 2006 statutory financial
statements upon which the auditor's opinion is unqualified. Those financial
statements have not yet been delivered to the Registrar of Companies.
This information is provided by RNS
The company news service from the London Stock Exchange