Final Results
Sopheon PLC
19 March 2002
FOR IMMEDIATE RELEASE 19 March 2002
SOPHEON PLC
PRELIMINARY RESULTS FOR THE YEAR TO 31 DECEMBER 2001
UPDATE AND OUTLOOK ON 2002
Sopheon plc ('Sopheon'), the international provider of software-based solutions
and services for knowledge intensive business-process applications, announces
its unaudited preliminary results for the year to 31 December 2001 and provides
an update and outlook for 2002. Sopheon has operations in the UK, USA, Germany
and the Netherlands; its shares are traded on AIM in London and on the Euronext
Amsterdam.
Highlights :
- Revenue for the year was £14.0m (2000: £7.8m).
- EBITDA losses for the year were £11.8m (2000: loss of £6.7m) after £1m
restructuring and reorganisation expenses.
- Year-end gross cash resources were £13.3m (2000: £7.9m). Net cash was
£12.6m (2000 : £6.8m).
- Completed the acquisition in June of Sopheon GmbH from Aventis Research &
Technologies, securing a substantial footprint in Germany.
- Completed the acquisition in November of Orbital Software Holdings plc, a
fully listed UK knowledge management vendor with complementary products,
intellectual property assets and strong balance sheet.
- Accolade, Sopheon's new 'flagship' product released on schedule in first
half and now contributing to revenue. Further development, Accolade 3.0
released in December 2001.
- Strengthened cash resources by a total of approximately £16.5m after
costs during the period, through acquisitions and convertible loan.
- Annualised cost base reduced by 25% compared to interim reported position
for combined group.
- Reorganisation of the business into two global operating divisions,
Information Management ('IM') and Business Process Solutions ('BPS').
- Global Valued Industry Alliance ('Via') program launched with several
partners signed to support Accolade and Organik offerings.
Chairman, Barry Mence stated :
'The general economic situation has affected revenues. While we have been
disappointed with the speed of conversion of our sales pipeline, with some early
2002 wins under our belt, all efforts are now being concentrated on revenue
growth and operational excellence to build towards the stated goal of being a
profitable and leading provider of software and services to major corporations
within the R&D market.'
For further information contact :
Barry Mence, Chairman Sopheon plc Tel : + 44 (0)1483-883000
Arif Karimjee, CFO Sopheon plc Tel : + 44 (0)1483-883000
Today on Tel : + 44 (0)207-466-5000
Steve Liebmann Buchanan Communications Tel : + 44 (0)207-466-5000
Barbara Jansen Citigate First Financial Tel : + 31 (0)205-754-010
CHAIRMAN'S STATEMENT
Introduction
Like the two years that preceded it, 2001 proved very eventful for Sopheon on
both corporate and operational fronts. Against a rapidly changing market
background, we have continued to make solid progress in building an organisation
that combines software with content and expertise to create integrated product
and service offerings. During the period, Sopheon has focused its activities
increasingly within the market represented by major corporations and their
information and process requirements for new product development and R&D.
Group development included two further acquisitions during the year - a division
of Aventis Research & Technologies in Germany in June and Orbital Software
Holdings plc in the UK in November - deepening our customer base, market reach
and our product and technical capabilities.
The process of integrating the businesses acquired over the last two years
advanced rapidly in the final quarter of 2001 as the company was reorganised
into two complementary global operating divisions: Information Management ('IM
'), which focuses on the more traditional research services side of Sopheon's
business, including outsourcing; and Business Process Solutions ('BPS') which
concentrates on Accolade and Organik sales, more details of which are set out
below. We have also retained the Healthcare applications unit in the Netherlands
to focus resources on regional opportunities in that sector. The reorganisation
included a sharp reduction in the cost base through elimination of duplicated
costs and a significant contraction of the workforce.
Trading Background
The general economic downturn affected revenues within certain existing
accounts, as well as the development of new opportunities. During the second
half of the year we disclosed disruption to trading with certain IM customers
and this continued through the final quarter. As ongoing uncertainty drives
companies to restructure their operations and supplier relationships, additional
pressure is expected on elements of such revenues in North America and Germany
in 2002. However, these market conditions also create opportunities for IM
services, exemplified by recent outsourcing contracts signed with GE and
Alticor, and an outsourcing relationship based on implementation of a custom
research portal at Armstrong World Industries announced earlier in the year.
Packaged offerings are also being developed in areas such as intellectual
property research, which have secured new sales in Germany. Our consultancy and
integration teams continued to be awarded bespoke projects, though at a reduced
level, as we continued their transition to supporting Sopheon's own products.
Accolade, Sopheon's software solution for automating the new product development
process, was introduced in the first half of the year. Early acceptance was
achieved with new and existing customers during the second half of 2001 in each
of the USA, the UK and the Netherlands and, most recently, in Germany through
our Aventis relationship.
Results and Finance
Sopheon's consolidated revenues show a 78% increase to £14.0m (2000 : £7.8m).
This includes a contribution of £2.8m from our new German subsidiary for the six
months from 1 July 2001 and £0.1m from Orbital Software Holdings plc for the
six-week period from 16 November 2001. Approximately 74% of the total revenues
came from the IM division representing research analyst services, portal
subscriptions and information provision; of this, some 90% represents recurring
revenue or sales to existing customers. The BPS division, representing software
applications and related consultancy services, contributed 26% of revenue during
the year.
Consolidated EBITDA losses increased to £11.8m (2000 : £6.7m) reflecting
continued high levels of investment in product development, sales and marketing
and implementation capabilities. Also included in this total is nearly £1m of
redundancy and restructuring costs which were incurred in the final quarter of
2001. Compared with interim information reported by the enlarged group
including Sopheon GmbH, and by Orbital, the combined annualised fixed cost base
going into 2002 has been reduced by over 25% through elimination of duplicated
costs and a significant contraction in the workforce. Despite this backdrop of
cost reductions, Sopheon ended the year with an expanded product and technology
offering, broader sales and distribution and deeper product development
resources.
In accordance with accounting standards, goodwill amortisation was accelerated
during the year to reflect the changed market conditions since the acquisitions
of AppliedNet in 1999 and Teltech in 2000. This has resulted in a total goodwill
charge of £21.4m during the year, comprising £12.3m of regular charges and an
exceptional impairment charge of £9.1m, leading to a loss before tax of £34.6m
(2000 : £11.9m) and a loss of 76.2p per ordinary share (2000 : 33.4p).
In June, the Company issued £2.6m of convertible unsecured loan stock to a group
of investors with £750,000 contributed by members of the board and senior
management. Together with the acquisition of Sopheon's new German subsidiary
from Aventis Research and Technologies and the acquisition of Orbital Software
Holdings plc, this resulted in gross cash resources of £13.3m at 31 December
2001 (2000 : £7.9m) before overdrafts and lines of credit drawn totalling £0.7m
(2000 : £1.1m).
Business Development and Strategic Review
Sopheon's vision has always been to develop software applications integrated
with specialised content and expert services that help organisations to more
effectively manage specific knowledge intensive business processes. It is
Sopheon's belief that the lack of content - whether internal or external,
documented or tacit - in software applications is responsible for a high
percentage of implementations not living up to expectations. While software is
always designed to bring new efficiencies to business processes, Sopheon
solutions are distinctive - they integrate with content and human expertise that
is critical to the business application for which the solutions are intended,
enabling users to maximise the knowledge resources at their disposal, and to
reduce the time needed to complete critical tasks within a process.
Our original software applications primarily served the healthcare industry, in
which we have a continued presence in the Netherlands. Our principal focus has
since shifted to the new product development ('NPD') and R&D market. We believe
that R&D organisations within technology-driven companies have the greatest need
for solutions of the kind we offer. They also represent the historic core
customer base within the IM side of the business, which is targeted at vertical
industry segments such as consumer goods, high technology, chemicals,
pharmaceuticals and foods. Customers find answers to their questions by
accessing Sopheon's teams of research analysts, network of external experts and
third party content resources through Sopheon's proprietary portals.
Accolade, Sopheon's flagship software solution for new product development, was
introduced in the first half of the year. While order volumes were limited in
2001, our initial customers represent an active and supportive reference base on
which to build. The beta version of Accolade 3.0, with significantly increased
functionality, was released in December. Interest in Accolade continues to
develop, attracting comment from analyst firms including Gartner, Giga and IDC,
and from publications such as R&D magazine, Fortune and Information Today,
proposal requests and paid pilot commitments. These underline the market
opportunity and pipeline, but also reflect the more cautious pace of today's
purchasing behaviour. Since the start of 2002, we have had two additional
orders for Accolade, in the chemicals and medical products industries.
Sopheon's optimism for Accolade is supported by market analysis which suggests
that innovation and time-to-market are among the top priorities of today's CEO.
Recent studies indicate that for an average firm only 59% of products succeed
upon commercialisation. Sopheon has entered into an exclusive partnership with
the Product Development Institute ('PDI'), the creators of the Stage-GateTM
product development methodology, used by 60% of technology driven companies in
the USA (source: PDMA report 1997), to develop its Accolade solution. Accolade
automates the Stage-GateTM and other NPD process methodologies, helping product
development teams terminate bad product ideas sooner, reduce costs, improve time
to market, and improve resource allocation and decision making. The solution
has already been accepted by market leading companies such as Vodafone; we have
been able to demonstrate strong return on investment cases for Accolade,
including attractive forecast payback periods generally of less than 12 months.
In line with our stated vision, Sopheon's IM services can be integrated with
Accolade to support and inform NPD decisions from concept to launch.
Our acquisition strategy has closely followed our business strategy. In
particular, our new German operations represent a solid footprint of IM and IT
skills serving R&D intensive corporations, with a mature revenue base in a new
geographical market, and the Orbital acquisition has secured well respected
technology and development resources, with over 20 deployments to date. Prior
to becoming part of the group in late 2001, Orbital Software undertook a review
of its development strategy with the assistance of the Chasm Group, a
business-strategy consultancy specializing in technology markets. This review
confirmed that Orbital should direct its commercial focus toward a specific
business problem, identifying R&D as the area most in need of the kind of
solutions the combined group now offers. These findings further validated
Sopheon's focus on the R&D and NPD sector and the strategic merits of the
Orbital transaction. Since the acquisition of Orbital, orders for Organik have
continued to come through, including the first Organik sale into an existing
Sopheon client, a leader in the pharmaceutical industry, in December.
In mid-2001, we announced the launch of Sopheon's Via ('Valued industry alliance')
Program, an initiative to link the company to technology-solution
consultants, implementers and resellers throughout the world. It focuses on the
marketing and implementation of our software applications. Sopheon has signed
and announced agreements with an international mix of global and local providers
of business process solutions and services. Our new partners typically bring
skills, experience and a customer base in new product development, content
delivery or business process improvement and are therefore well suited to
Sopheon's Via Program objectives.
Sopheon's direct sales organisation is currently working with 192 prospects for
our software products alone. Supporting the promise of a stronger mix of
high-margin software revenues, Sopheon's integration and consultancy teams have
continued to reduce involvement with third party products and bespoke
assignments, and are focusing on being ready to provide support for Accolade and
Organik sales and projects. Nevertheless we continue to secure high profile
one-off assignments such as the Oxford English Dictionary CD-ROM development
announced in January 2002.
Products and IPR
Accolade 3.0 was released in December 2001, with a range of additional features
based on findings from a stringent market-verification process involving
research on user requirements among more than 60 current and prospective
Accolade clients. Features of the new release include two way integration with
Microsoft Project, integrated resource planning tools, improved portfolio
management reporting and a range of additional collaboration features such as
document sharing and version control, virtual meetings, threaded discussions and
secure access for external partners.
We were delighted to be awarded a European patent in connection with the
software architecture and methodology that lies at the core of Sopheon's
proprietary business-process applications. The technology is already built into
applications being used by teaching hospitals in the Netherlands to pilot
conversion of paper-based medical protocols to electronic documentation.
In addition our technology portfolio has been significantly enhanced by
Orbital's patented profiling technology, around which its Organik portal product
has been built. Organik was recently selected by the Software & Information
Industry Association (SIIA) as a finalist for the 2002 Codie Award for 'best
Internet-based communication/collaboration product' validating the
expertise-sharing platform as an industry-leading software solution for
leveraging an organization's intellectual capital within knowledge-intensive
business processes. Organik 3.5 has just been released with significant benefits
for customer integration and compatibility needs.
Development work is underway to integrate our patented architecture and
methodology, and Organik feature functionality into the Accolade product
development system, applying it to the process of creating, publishing and
re-using content from knowledge bases and communities of interest built up by an
organisation during the product development life cycle. In addition, we are
implementing tighter integration of our award winning IM research portal within
the system to enhance linkage to external content and analysis. Our expectation
is for initial versions of this 'knowledge-centric' version of Accolade, to be
released as version 4.0, around the middle of this year.
Our development teams are now based in two key centres, being Edinburgh for the
former Orbital unit and Denver for the existing Sopheon unit. These two centres
work in close cooperation with a single product calendar, under a single
management structure and with the same high quality standards, which we firmly
believe, deliver world-class, enterprise strength software.
Board of directors and executive management team
Last year we divided our group management structure into a Sopheon plc Board
with at least half its directors being non-executive, and an executive
management board responsible for operations.
At the completion of the acquisition of Orbital we were pleased to welcome
Andrew Davis, one of Orbital's former non-executives, to the Sopheon plc Board
taking the total number of non-executives to four compared with three executive
directors. The main focus of Andy's transitional role is to support the
integration of the Orbital people, products and infrastructure. It is planned to
further strengthen our board during 2002.
Since the reorganisation, the executive management board has reduced in size.
Andy Michuda, our CEO, has taken day-to-day responsibility for driving our BPS
division through to meeting the challenging business objectives we have set for
the current year. In addition to the executive directors, the management board
comprises Jack Johnson (president of the IM business), Chris Hawver (chief
marketing officer), Huub Rutten (leader of our Healthcare unit) and Paul Heller
(chief technology officer).
Outlook
2001 has been another year of considerable progress in a very difficult market.
The two completed acquisitions have brought increased commercial reach,
complementary intellectual property and a strengthened balance sheet. While we
have been disappointed with the speed of conversion of our sales pipeline, in
spite of economic conditions, we remain convinced that our Accolade and Organik
products, and our outsourcing propositions for research and information
services, can become solutions of choice within the R&D divisions of major
corporations.
We are determined to focus on, invest in and implement our business model, which
we believe, will offer persuasive returns on investment and enhanced competitive
advantage to our customers. This determination is coupled with a drive to
increase significantly the proportion of group revenues derived from BPS during
2002. Our cash resources going into 2002 give us a foundation with which to
implement our business plan, which has the objective of becoming cashflow
generative going into 2003. In conjunction with setting this challenging target,
we continue to maintain a tight grip on costs.
I believe that Sopheon is an integrated and focused business well positioned to
capitalise on its strengths going forward. With some early 2002 wins under our
belt, all efforts are now being concentrated on revenue growth and operational
excellence to build towards the stated goal of being a profitable and leading
provider of software and services to major corporations within the R&D market.
Barry Mence 19 March 2002
Executive Chairman
SOPHEON PLC
GROUP PROFIT AND LOSS ACCOUNT FOR THE YEAR TO 31 DECEMBER 2001 (UNAUDITED)
2001 2000
£'000 £'000
Turnover 13,963 7,763
Cost of sales (10,186) (5,402)
Gross profit 3,777 2,361
Administrative, sales and marketing expenses (14,136) (6,363)
Research and development costs (3,010) (3,243)
Operating loss before amortisation of goodwill (13,369) (7,245)
Amortisation of goodwill (21,431) (5,561)
Operating loss (34,800) (12,806)
Bank interest receivable 373 950
Interest payable and similar charges (204) (89)
Loss on ordinary activities before and after taxation (34,631) (11,945)
Loss per share-basic and diluted (76.2p) (33.4p)
Loss on an EBITDA basis (11,757) (6,655)
GROUP STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
(UNAUDITED)
2001 2000
£'000 £'000
Loss for the financial year (34,631) (11,945)
Exchange difference on retranslation of net assets of subsidiary
undertakings 31 100
Total recognised gains and losses relating to the year (34,600) (11,845)
SOPHEON PLC
GROUP BALANCE SHEET AS AT 31 DECEMBER 2001
(UNAUDITED)
2001 2000
£'000 £'000
Fixed assets
Goodwill 10,893 31,205
Tangible assets 2,159 2,387
13,052 33,592
Current assets
Debtors 3,593 4,610
Cash and short term deposits 13,343 7,925
16,936 12,535
Creditors: amounts falling due within one year 8,584 7,809
Net current assets 8,352 4,726
Total assets less current liabilities 21,404 38,318
Creditors: amounts falling due after more than one year 3,039 22
18,365 38,296
Capital and reserves
Called up share capital 4,116 4,816
Share premium account and merger reserve 63,756 51,260
Other reserves 5,920 3,047
Profit and loss account (55,427) (20,827)
Shareholders' funds (all equity interests) 18,365 38,296
GROUP STATEMENT OF CASH FLOWS FOR THE YEAR TO 31 DECEMBER 2001
(UNAUDITED)
2001 2000
£'000 £'000
Net cash outflow from operating activities (11,224) (8,763)
Return on investment and servicing of finance 169 861
Capital expenditure and financial investment (201) (954)
Acquisitions 13,037 (12,281)
Management of liquid resources (3,512) (267)
Financing 4,083 20,184
Increase/ (decrease) in cash 2,352 (1,220)
Increase in short term deposits 3,512 267
Increase/ (decrease) in cash and liquid resources 5,864 (953)
NOTES
Principal Accounting Policies
Accounting convention
The accounts are prepared under the historical cost convention and in accordance
with applicable accounting standards.
Basis of consolidation
The consolidated accounts include the results of the company and its subsidiary
undertakings. The results of Sopheon GmbH and those of Orbital Software Holdings
plc have been included using the acquisition method of accounting, since the
date of acquisition on 30 June 2001 and 15 November 2001 respectively.
Tangible fixed assets
Tangible fixed assets are stated at historical cost, less accumulated
depreciation. The costs of developing of portals used to deliver products and
services are capitalised as tangible fixed assets in line with UITF29. Tangible
fixed assets are depreciated on a straight line basis at rates ranging from 20%
to 33% per annum on cost over their expected useful lives.
Research and development
Research and development expenditure is written off as incurred. The cost of
registering patents and trademarks are written off as incurred. Subsidies
received from the European Eureka funding programme are credited to the profit
and loss account over the period to which they relate.
Goodwill
Goodwill arising on consolidation is capitalised and amortised on a straight
line basis over its estimated useful economic life, currently estimated at 3
years depending on circumstances. Goodwill is reviewed for impairment at the end
of the first full financial year after acquisition and in other periods if
events or changes in circumstances indicate that carrying values may not be
recoverable. If a subsidiary, associate or business is subsequently sold or
closed, any goodwill arising on acquisition that has not been amortised is taken
into account in determining the profit or loss on sale or closure.
Foreign currencies
Company: Transactions in foreign currencies are recorded at the rate ruling at
the date of the transaction or at the contracted rate if the transaction is
covered by a forward exchange contract. Monetary assets and liabilities
denominated in foreign currencies are retranslated at the rate of exchange
ruling at the balance sheet date or if appropriate at the forward contract rate.
All differences are taken to the profit and loss account.
Group: The assets and liabilities of the subsidiary undertakings are translated
at the rate of exchange ruling at the balance sheet date. The profit and loss
account is translated at the average rate of exchange. The exchange differences
arising on the re-translation of subsidiary undertakings are, together with
differences arising on the translation of long term intra-group funding loans
which are not intended to be repaid in the foreseeable future, taken directly to
reserves. All other differences are taken to the profit and loss account.
Long term contracts
Profit on long term contracts is taken as the work is carried out if the outcome
can be assessed with reasonable certainty. The profit included is calculated on
a prudent basis to reflect the proportion of the work carried out at the year
end, by recording turnover and related costs as contract activity progresses.
Turnover is calculated as that proportion of total contract value which costs
incurred to date bear to total expected costs for that contract. Revenues
derived from variations on contracts are recognised only when the customer has
accepted them. Full provision is made for losses on all contracts in the year
in which they are first foreseen.
Pensions
Sopheon contributes to the personal pension arrangements of employees, the costs
of which are charged in the profit and loss account as incurred.
Leasing
Assets held under finance leases, which are leases where substantially all risks
and rewards of ownership of the assets have passed to the group are capitalised
in the balance sheet and are depreciated over their useful lives. The capital
elements of future obligations under financial leases are included as
liabilities in the balance sheet. The interest element of the rental
obligations are charged to the profit and loss account over the period of the
lease and represent a constant proportion of the balance of capital repayments
outstanding. Rentals payable under operating leases are charged to the profit
and loss account on a straight line basis over the lease term.
Turnover
Turnover (excluding valued added tax) represents the amounts derived from the
group's principal activities which comprise £3,654,000 from the design,
development, production and marketing of knowledge management software products
together with associated implementation and consultancy services and £10,309,000
from the provision of information and research services. Sopheon has operations
in three geographical markets, the Netherlands, the United Kingdom and the
United States of America.
Earnings per share
The calculation of basic loss per ordinary share is based on a loss of
£34,631,000 (2000 - loss of £11,945,000), and 45,471,220 (2000 - 35,732,477)
ordinary shares, being the weighted average number of ordinary shares in issue
during the period. The effect of all potential ordinary shares is antidilutive.
Acquisition of Sopheon GmbH
On 29 June 2001 the Group completed the acquisition of Sopheon GmbH. Sopheon
GmbH was incorporated to acquire the Technology and Information Services
Division of Aventis Research & Technologies GmbH & Co KG. The consideration for
the acquisition comprised 822,598 ordinary shares of Sopheon plc as well as
attributable costs of £80,000. In addition deferred consideration estimated at
£465,000 is payable in the form of Sopheon shares if Sopheon GmbH meets certain
profit targets. The market value of Sopheon shares on the date of completion was
58.5p and accordingly the total cost recorded in respect of the acquisition was
£1,026,000 and the negative goodwill recorded on acquisition was £332,000.
Acquisition of Orbital Software Holdings plc
On 22 October 2001 the Group announced an agreed share offer for the whole of
the share capital of Orbital, on the basis of eight Sopheon shares for every
nine Orbital shares.. The offer was declared wholly unconditional on 15 November
2001. The consideration for the acquisition comprised 40,016,715 ordinary shares
of Sopheon plc, as well as attributable costs of £931,000. In addition holders
of Orbital in-the-money share options accepted proposals whereby such options
were exchanged for 660,066 Sopheon share options at 6.193p per share. The market
value of Sopheon shares on the date of completion was 30p and accordingly the
total cost recorded in respect of the acquisition was £13,096,000 and the
goodwill recorded on acquisition was £1,509,000.
Creditors
Creditors within one year include overdrafts and lines of credit totalling
£709,000 at 31 December 2001 (2000 - £1,127,000) and deferred revenues of
£1,713,000 (2000 - £2,436,000).
Annual Report
The financial information set out above does not constitute the company's
statutory accounts as defined in section 240 of the UK Companies Act 1985 for
the years ended 31 December 2001 or 2000, and is unaudited. Statutory accounts
for 2000 have been delivered to the registrar of companies and an unqualified
audit opinion was issued thereon. The statutory accounts for 2001 will be
delivered to the registrar of companies following the Company's annual general
meeting. The Annual Report and Accounts will be posted to shareholders in due
course and thereafter will be available from the Company's registered office at
Stirling House, Surrey Research Park, Guildford, Surrey GU2 5RF.
Cautionary Statement
Sopheon has made forward-looking statements in this press release, including
statements about the benefits of our products and services; our acquisitions and
the potential merger; financial results; product development plans; the
potential benefits of business relationships with third parties and business
strategies. These statements about future events are subject to risks and
uncertainties that could cause Sopheon's actual results to differ materially
from those that might be inferred from the forward-looking statements. Sopheon
can make no assurance that any forward-looking statements will prove correct.
Descriptions of some of the key risk factors that could negatively affect
Sopheon's future performance are contained in Sopheon's Form 20 - F Annual
Report, on file with the U.S. Securities and Exchange Commission.
This information is provided by RNS
The company news service from the London Stock Exchange