Final Results

IDOX PLC 13 December 2004 IDOX plc Results for the year ended 31 October 2004 FOR IMMEDIATE RELEASE 13 December 2004 Highlights • Turnover increased by 113% to £9.55 million (2003: £4.47 million) • Moved into profitable trading, in line with projection • Profit before tax £0.09 million (2003: loss of £0.59 million) • Profit after tax of £0.38 million (2003: loss of £0.59 million) • Cash of £2.79 million as at 31 October 2004 (2003: £2.65 million) • Strengthened market position through additional products and services, new client wins and expansion within local authorities • Successful acquisition and integration of TFPL Limited, enabling the delivery of a broader range of services to new and existing clients • £2.30 million raised in May 2004 from new and existing shareholders Andrew Fraser, Chief Executive of IDOX, commented: 'I am delighted to announce that IDOX has moved into profitable trading for the period under review. The Group has achieved a successful transformation from a software development company and is now positioned as a leading provider of information management solutions focused on the public sector. Following the acquisition and integration of TFPL, we now offer a combination of information management solutions with software, content and advisory services. This unique offering enables us to capitalise on the considerable cross-selling opportunities and we look forward to building upon this and delivering value to our new and existing shareholders.' For further information please contact: Andrew Fraser, CEO 020 7954 3800 Tim Bowen, CFO and COO 020 7954 3800 Nadja Vetter / Olivia Gallimore, Cardew Group 020 7930 0777 Notes to editors IDOX plc is a fast-growing information and knowledge management company, specialising in the development and delivery of software products, services and people for information management and knowledge sharing for both the public and private sectors. The Group's focus is on managing the world of structured and unstructured information for, and on behalf of, its clients. The TFPL Advisory team specialises in devising creative and innovative solutions to problems associated with records, information, knowledge and content management. Where a skills gap is identified, the Recruitment teams place candidates of all levels into permanent, contract, and interim management positions. Training is also a core offering and is delivered in a variety of formats using experienced facilitators and leading industry practitioners. IDOX Software is one of the leading players in the local government market for managing paper and electronic records. IDOX Software has several modules designed to capture, manage, store, preserve and deliver information for use both within an organisation, and for access externally - by the public or other partners. The Group maintains a comprehensive database of bibliographic abstracts, supported by the largest collection of information in the UK, on all aspects of best practice and governance in the public sector. Expert information professionals identify, summarise and manage a vast resource of information from all sectors to save member organisations time and money. This outsourced library service is available via annual subscription. The Group has a leading position in putting the Local Government Planning process online (its flagship Managed Services solution) and has developed the first true end-to-end e-Planning solution for Local Authorities and their citizens - UKPlanning. IDOX plc Chairman's Statement For the year ended 31 October 2004 I am pleased to announce the results for the year ended 31 October 2004. Overall the Group has achieved its first full year of pre-tax and after-tax profitability. IDOX plc (IDOX) has achieved a successful transformation from a software development specialist to a comprehensive service company, focused on information and knowledge management provision, predominantly in the public sector. The Group now has a unique capability, offering clients an extensive range of knowledge, information and records management services through its advisory, people, content, software and managed services offerings. As a result we are winning projects which encompass our complete portfolio of services. I am pleased to report that IDOX's latest acquisition, TFPL Limited (TFPL), has been integrated within the Group and has proved highly successful with its revenues and profits exceeding our expectations. IDOX is now positioned as a leading provider of information management software and services in the United Kingdom public sector. In addition, 13% of our revenues are now from the private sector. The Group's revenues for the financial year to 31 October 2004 increased by 113% to £9.55 million (2003: £4.47 million). Excluding the effect of the acquisition of TFPL half way through the year, the revenue growth rate was 43%. The Group made a pre-tax profit of £0.09 million (2003: loss of £0.59 million) and recorded an after-tax profit of £0.38 million (2003: loss of £0.59 million). Cash reserves stood at £2.79 million as at 31 October 2004 compared with £2.65 million as at 31 October 2003. Ongoing discussions with the Inland Revenue, and the consequent uncertainty over the recoverability of a Research and Development tax credit of around £0.16 million in respect of the year ended 31 October 2003, means that the after-tax profit announced is less than it would have been had this tax credit been received, since we account for such credits on a cash basis. If we are successful in receiving all or part of this claim it will be accounted for in a later period. Despite the lack of receipt of the tax credit, the Group has achieved results in line with expectations for the year. The balance of those revenues and the profitability between different business lines has changed in comparison with our expectations at the time of our acquisition of TFPL in May 2004. Our software business, while continuing to grow rapidly, has accounted for a lower share of revenues than expected, while our services business has accounted for a higher share. This trend has led us to revise the average margin that we expect in the next financial year, as there is a higher cost of sales in our services business than in our software business. In line with our stated policy, earnings in the foreseeable future will be fully re-invested to finance the ongoing growth of the business. The Directors, therefore, do not recommend the payment of a dividend. In May 2004, I informed the Board of my decision to step down as Non-Executive Chairman of the Group as soon as a suitable successor could be identified. This process is still underway and an announcement will be made in due course. Finally, I would like to extend my sincere thanks to all our customers, shareholders, employees and suppliers who have all contributed greatly to our success and ability to grow in the 10 years that I have been Chairman of the Group. John Wisbey Chairman 10 December 2004 IDOX plc Chief Executive's Report For the year ended 31 October 2004 Financial Review The Group's revenues increased from £4.47 million to £9.55 million, an increase of 113%, for the year ended 31 October 2004. The recorded profit after tax was £0.38 million. This equates to earnings per share of 0.23 pence (2003: loss of 0.42 pence). The Group recorded a pre-tax profit of £0.09 million for the year to 31 October 2004 against a loss of £0.59 million for the year to 31 October 2003. The gross margin for the period was 72%, down from 86% in 2003 as a result of different gross profit margins in newly acquired business streams. Net cash at 31 October 2004 amounted to £2.79 million (2003: £2.65 million). These results include 6 months trading for TFPL Limited (TFPL) which was acquired in May 2004. Turnover excluding TFPL grew 43% to £6.4 million. We are pleased to report that the Group traded profitably for 7 months out of the 12 month period under review. Acquisition In May 2004, IDOX announced that it had agreed to acquire TFPL, a leading knowledge and information management consulting firm, for a consideration of up to £4 million. Of this amount approximately £2 million was paid (in cash and shares) upon completion, with the remainder being payable (in shares) contingent upon gross profit targets being met during the periods to 31 October 2006. Funding for the transaction was arranged via a placing of 23,000,000 ordinary shares of 1p each, raising £2.3 million before issue expenses, at a price of 10p per share. IDOX Product and Service Offerings IDOX plc (IDOX) has evolved into a well-established, information and knowledge management company providing a wide spectrum of products and services. This has been achieved by blending the right skills, experience and brands. Originally selling document management software to the planning departments of local authorities, the Group has now considerably expanded both its client base and offerings. The Group's capability now includes advisory services, recruitment services and training, content provision, knowledge sharing, information and records management software and managed services for all sectors: public and private. Advisory TFPL's advisory team works with clients in all areas of knowledge, information, library, records and web content management. In recent months they have helped many public sector clients prepare for the imminent implementation of the Freedom of Information Act (FoI) in January 2005 through information and records audits, strategy and process development, procedures and awareness seminars and training sessions. This is in addition to regular assignments assisting clients to develop information architectures, taxonomies and metadata for internal information systems, portals, websites and intranets. People TFPL's recruitment services include executive search and the placement of permanent, interim management and contract personnel in all positions requiring knowledge, information, library, records or web content management skills and experience. Executive search clients have recently included universities, pharmaceutical companies and law firms. Senior interim management candidates have been placed in many public sector organisations, such as the Learning and Skills Council, HM Treasury and the Parliamentary and Health Services Ombudsman. Since its acquisition by IDOX, TFPL has won new clients in the local authority marketplace, for example, the London Borough of Ealing where we helped to define the requirements of a new knowledge and information unit, to draw up job specifications and to recruit the entire team. TFPL's training team provides both open and in-house courses in all aspects of knowledge, information and records management. We also develop bespoke awareness and learning programmes for groups of clients. In recent months we have won a number of assignments to help local authorities to prepare for FoI by running awareness seminars across the organisation and providing targeted training programmes for the teams responsible for implementing the regulations. Content The IDOX Information Service is used by central and local government, professional firms and organisations and is one of the foremost information providers on community, economic, environmental, and physical regeneration and development in the United Kingdom. This encompasses everything from forward planning and development control issues, to the e-Government and Modernisation Agenda, from enterprise development to lifelong learning, and from social inclusion issues to health and housing. In 2000, The British Library assessed our information as better than their own or that held by the former London Research Centre. This service complements and adds capacity to in-house research and information gathering. Software IDOX Software focuses on the areas of electronic document and records management, online forms, workflow and web-based information capture and distribution. This suite of software was initially developed for the planning departments of local authorities but has been developed to meet the needs of other specialised departments and entire organisations. IDOX has recently established a partnership with planning and Geographical Information Systems (GIS) software vendor CAPS/ESRI, through which we have already won contracts with Stockton-on-Tees Borough Council, Bath and North East Somerset Council, and City of Bradford. This formal agreement strengthens our relationship with CAPS/ ESRI which had previously led to five new local authority clients, prior to a formal agreement. IDOX has also extended its offering with CAPS/ESRI, with the provision of a solution to enable local authorities to better meet the requirements of the Licensing Act which comes into force on 7 February 2005. Social Services departments will be a key focus for the coming year as pressure is placed on local authorities to deliver the Electronic Social Care Record. IDOX is well placed to take advantage of projected significant spend in this area as two IDOX Software systems have already been implemented within Social Services departments in the United Kingdom. Increasingly, there has been a demand for the software product outside the local authority marketplace, with other vendors and major consulting firms expressing interest. The Group is looking to further expand its offering into these areas, giving it greater opportunity and a stronger and more diverse client base. The FoI Act implementation deadline is 1 January 2005. From this date, members of the public will be able to request records from public bodies within a given timescale of 20 working days. IDOX has designed a programme of products and services that help local authorities and the wider public sector meet the deadline for FoI. It is apparent from research into the sector that most local authorities are not prepared and, even where departments have taken steps, corporate implementations are scarce. Although the deadline is the start of the year, it is clear that there is scope for selling the FoI programme well into 2005. Managed Services IDOX's Managed Services expertise has grown by working in partnership with our local authority clients. The public sector recognises that it is not realistic to undertake certain tasks within the organisation - especially when resources are in short supply. UKPlanning is designed to provide Planning & Building Control departments with an efficient means of realising e-Government targets quickly, whilst taking the stress and risk out of administering applications, both on and offline. IDOX hosts planning portals for 16 councils including Wandsworth Council, Aberdeenshire County Council, Ashford Borough Council, London Borough of Richmond-upon-Thames and Hastings Borough Council. Planning applications are scanned and indexed using IDOX Software and displayed on the councils' websites, and on the UKPlanning website, for public review and comment. Applications can also be made online. As part of this managed service, access to the IDOX Information Service is provided. Contract Wins IDOX continued to increase its market share with 21 new local authority software clients contracted since October 2003. In the four years since flotation the Group has continued to strengthen its presence and develop business relationships with 196 local authorities from a total of 468. With representation in more than 40% of local authorities, IDOX is a significant supplier. Recent acquisitions have increased our penetration of the local authority market. The traditional software business has continued its growth trend within this sector. Market Place and Market Dynamics The market for local authority software solutions continues to grow, especially with the implementation deadline for e-Government initiatives and the implications of FoI. IDOX is ideally positioned as an established supplier providing information management services and software. The average time taken by councils to evaluate tenders continues to increase due to volume of responses. Although the delay in decision-making does have some impact on the Group, we continue to believe that we are well-placed to gain significant additional contracts from the remainder of the United Kingdom local authorities, as well as additional business from existing local authority customers. The importance of the local authority market is still very significant for IDOX, however the acquisitions have broadened our client base and will help us to have less reliance on a single market sector. With 39% of our revenue being derived from the Public Sector (other than local authorities) we believe we have strong potential to continue to expand in this market. This will be assisted by the successful approval of our Records Management software product by The National Archives, anticipated in the first half of the new financial year, and the requirement for an FoI solution in all public sector departments. Product and Service Development With the acquisition of IDOX Information Services Limited (previously The Planning Exchange), Nettgain Solutions Limited (known as Mandoforms) and TFPL Limited successfully completed and integrated, IDOX offers a range of products and services to provide for the comprehensive assessment of a client's information and knowledge management requirements and to implement them. A noticeable transformation has been in the 'intellectual' capability of the company to generate creative practical solutions from current product developments, and thus take advantage of market opportunities quickly. This is evidenced through the concept of joining Mandoforms and IDOX Software, which has delivered a product ideally suited to managing the requests for information from the public and thus assisting with the challenges of FoI. Discussions with partners and resellers have also given us encouragement that exploiting our products in other markets through such channels is possible. The exploitation of existing relationships in the private sector and wider public sector markets are opportunities which will have a significant positive impact on the business. Recent Developments In the last 6 months the company changed its name from i-documentsystems group plc to IDOX plc. This change reflected the continuing evolution of the company from a single service provider of document management software to a full service provider. Known informally throughout the marketplace as 'IDOX', the new name represented the ideal choice to retain client loyalty and maintain market recognition. In September 2004 IDOX moved its London team into the same building as TFPL. This co-location has enabled further integration and the development of closer working relationships between the operating teams. This has already led to new cross-selling opportunities which will continue as we move forward. Personnel The Group's employees totalled 140 at 31 October 2004, compared with 94 at 31 October 2003. The Group now possesses a team and infrastructure capable of delivering and managing rapid business growth. The anticipated higher revenue flows can be accommodated within a stable cost base. In addition to a team of over 30 of the United Kingdom's most experienced knowledge and information consultants, TFPL also has access to over 100 interim managers, 50 trainers and over 600 specialist contract staff who have an extensive range of information skills and experience. As an Investor in People company, we continue to focus on human resources and the development and training of all our personnel. In 2005 we are planning a company-wide management and leadership programme. In recent months we have been actively looking for a suitable replacement for John Wisbey in his capacity as Chairman. This has been a considerable task and we are very grateful for John's continued support throughout this process. Strategy and Outlook As a Group we now have the capability to deliver an integrated range of sophisticated information and knowledge management products and services to the public and private sector. We have an established expertise and presence in the local authority market and we will continue to develop our strengths in this market, fostering new and deeper relationships with local authority clients. We anticipate significant revenues from this area. Through our acquisitions and product development, we have a growing presence in the wider public sector and also in the private and not-for-profit sectors. We plan to remain active in these sectors and to look for opportunities to win new business where appropriate; in particular in the area of managed services. We will continue to strengthen our partnership arrangements, and seek opportunities that will allow us to gain further market penetration in areas where the Group has limited skill and reference ability. The Group believes that a combination of: software designed to manage the unstructured data for organisations; the delivery of strategic content through the same software user interface; and the supply of specialist information skills and resources to assist or provide the day to day management of content for organisations is a unique proposition. We aim to reduce the cost of processing information and increase the consistency and reliability of the content to help organisations make more informed and intelligent decisions. This combination is gaining some early acceptance though it will take time to develop and build credibility; but it should deliver larger longer term contracts. The organic business has continued to grow as IDOX gains market share through winning new business. The Group will continue to seek to increase its market share, revenue and profitability through organic growth and appropriate accretive acquisitions. We believe that IDOX is strongly positioned with a clear strategy to continue its success and we remain optimistic about future growth plans. Andrew Fraser Chief Executive 10 December 2004 This announcement was approved by the Board of Directors on 10 December 2004. IDOX plc Consolidated Profit and Loss Account For the year ended 31 October 2004 ------------------- ----- -------- -------- Note 2004 2003 £000 £000 ------------------- ------ -------- -------- Turnover Continuing 6,403 4,472 Acquisitions 3,152 - -------- -------- 9,555 4,472 External charges Continuing (836) (611) Acquisitions (1,800) - -------- -------- (2,636) (611) 6,919 3,861 Staff costs Continuing (4,065) (3,224) Acquisitions (713) - -------- -------- (4,778) (3,224) Other operating charges Continuing (1,667) (1,306) Acquisitions (467) - -------- -------- (2,134) (1,306) Operating profit/(loss) Continuing (165) (669) Acquisitions 172 - -------- -------- 7 (669) Interest receivable 82 74 -------- -------- Profit/(loss) on ordinary activities before taxation 89 (595) Tax on profit/(loss) on ordinary activities 3 292 - -------- -------- Profit/(loss) for the period transferred to/(from) reserves 381 (595) -------- -------- Profit/(loss) per share (pence) 4 0.23p (0.42)p 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 2004 ------------------- ----- -------- -------- Note 2004 2003 £000 £000 ------------------- ----- -------- -------- Fixed assets Intangible assets 5,265 1,703 Tangible assets 247 256 5,512 1,959 -------- -------- Current assets Debtors 3,312 1,531 Cash at bank and in hand 2,797 2,647 -------- -------- 6,109 4,178 Creditors: amounts falling due within one year (3,266) (2,841) -------- -------- Net current assets 2,843 1,337 -------- -------- Total assets less current liabilities 8,355 3,296 Creditors: amounts falling due after more than one year (20) (30) Net assets 8,335 3,266 -------- -------- Capital and reserves Called up share capital 1,821 1,537 Capital redemption reserve 1,112 1,112 Share premium account 7,614 5,159 Shares to be issued 2,000 - Other reserves 1,294 1,294 ESOP trust (79) (28) Profit and loss account (5,427) (5,808) Shareholders' funds 8,335 3,266 -------- -------- The ESOP Trust, as stated in the accounting policy note, under basis of preparation has been restated for the prior year in accordance with the newly issued UITF 38. IDOX plc Consolidated Cash Flow Statement For the year ended 31 October 2004 ------------------- ----- -------- -------- Note 2004 2003 £000 £000 ------------------- ----- -------- -------- Net cash outflow from operating activities 5 (801) (624) Returns on investments and servicing of finance Interest received 82 72 -------- -------- Net cash inflow from returns on investments and servicing 82 72 of finance Tax credit received 244 - Capital expenditure and financial investment Purchase of tangible fixed assets (240) (211) Sale of tangible fixed assets 12 3 Purchase of investment (ESOP trust) (51) - -------- -------- Net cash outflow from capital expenditure and financial investment (279) (208) Acquisitions Purchase of companies during the year (1,668) (90) Deferred consideration (10) - Net cash balances acquired with the company 380 (230) -------- -------- Net cash outflow from acquisitions (1,298) (320) Financing Issue of shares 2,300 1,219 Costs for issue (98) (30) Net cash inflow from returns on investments and servicing 2,202 1,189 of finance -------- -------- Increase in cash 6 150 109 -------- -------- IDOX plc Reconciliation of Movements in Shareholders' Funds For the year ended 31 October 2004 2004 2003 £000 £000 --------------------------------- -------- -------- Profit/(loss) for the financial year 381 (595) Additions to ESOP trust (51) - Prior year adjustment - ESOP trust (see note 1) - (28) Shares issued 2,739 1,189 Shares to be issued 2,000 - -------- -------- Net increase in shareholders' funds 5,069 566 Shareholders' funds at 1 November 2003 3,266 2,700 Shareholders' funds at 31 October 2004 8,335 3,266 -------- -------- Notes to the announcement For the year ended 31 October 2004 1 BASIS OF PREPARATION The announcement have been prepared in accordance with applicable United Kingdom accounting standards and under the historical cost convention. The policies have remained unchanged from those set out in the Group's 2003 Annual Report and Accounts except for the reclassification of shares held in an employee share ownership plan. Under UITF 38, the shares in IDOX plc held by i-documentsystems Trustees Limited, which were previously included within investments, are now disclosed as a deduction to shareholders' funds. The previous year's figures have been restated to reflect this. The financial information set out in this announcement does not constitute statutory financial statements as defined in section 240 of the Companies Act 1985. The consolidated balance sheet at 31 October 2004, the consolidated profit and loss account, consolidated cash flow statement and associated notes for the year then ended have been extracted from the statutory accounts upon which the auditors opinion is unqualified and does not include any a statement under section 237 of the Companies Act 1985. These 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: ------------------- ------- -------- ------- -------- 2004 2004 2003 2003 Continuing Acquisitions Continuing Acquisitions £000 £000 £000 £000 ------------------- -------- --------- -------- --------- Turnover Information management solutions 6,403 739 4,472 - Information management recruitment - 2,413 - - 6,403 3,152 4,472 - Operating profit/(loss) Information management solutions 14 97 (587) - Information management recruitment - 275 - - 14 372 (587) - Goodwill amortisation (179) (200) (82) - (165) 172 (669) - Net assets Information management solutions 2,338 78 1,563 - Information management recruitment - 654 - - 2,338 732 1,563 - Goodwill 1,490 3,775 1,703 - 3,828 4,507 3,266 - 3 TAX ON PROFIT/(LOSS) ON ORDINARY ACTIVITIES The tax credit is made up as follows: 2004 2003 £000 £000 --------------------------- -------- -------- Current tax UK corporation tax (27) - Research and development tax credit (244) - -------- -------- Total current tax (271) - Deferred tax - origination and reversal of timing differences (21) - Tax on profit/(loss) on ordinary activities (292) - -------- -------- Unrelieved trading losses of £3,337,000 (2003: £4,493,000) which, when calculated at the standard rate of corporation tax in the United Kingdom of 30%, amounts to £1,001,000 (2003: £1,348,000). These remain available to offset against future taxable trading profits. During the year £1,514,000 of tax losses relating to prior periods (years ended 31 October 2001 and 31 October 2002) were surrendered in exchange for the research and development tax credit. The tax credits in relation to the year ended 31 October 2002 may be subject to claw back by the Inland Revenue but if this occurred 2/3 of the tax losses surrendered in respect of that year would be reinstated. Factors affecting the tax credit in the period: 2004 2003 £000 £000 --------------------------- -------- -------- Profit/(loss) on ordinary activities before taxation 89 (595) -------- -------- Loss on ordinary activities multiplied by the standard rate of corporation tax in the United Kingdom of 30% 27 (178) Effects of: Expenses not deductible for tax purposes 22 4 Depreciation in excess of capital allowances 72 23 Other timing differences 19 6 Difference in tax rates (4) - Research and development tax credit (244) - (Decrease)/increase in tax losses (163) 145 (271) - -------- -------- Total unrecognised deferred tax asset amounts to £1,110,000 (2003: £1,385,000). The Directors consider that it is unlikely that this deferred tax asset will crystallise in the foreseeable future. 4 PROFIT/(LOSS) PER SHARE The profit per ordinary share is calculated by reference to the profit/(loss) attributable to ordinary shareholders divided by the weighted average number of shares in issue during each period, as follows: 2004 2003 £000 £000 --------------------- --------- --------- Profit/(loss) for the year 381 (595) Weighted average number of shares in issue 166,384,328 142,805,965 Profit/(loss) per share (pence) 0.23p (0.42)p The share options are anti dilutive under FRS 14. 5 NET CASH OUTFLOW FROM OPERATING ACTIVITIES 2004 2003 £000 £000 -------------------------------- --------------- --------- Operating profit/(loss) 7 (669) Depreciation 256 217 Goodwill amortisation 379 82 Goodwill adjustment 34 - Loss/(profit) on sale of fixed assets 1 (1) Increase in debtors (739) (218) Decrease in creditors (739) (35) Net cash outflow from operating activities (801) (624) --------------- --------- 6 RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS 2004 2003 £000 £000 --------------------------------- -------- -------- Increase in cash in the year, being movement in net funds in the year 150 109 Net funds at 1 November 2003 2,647 2,538 Net funds at 31 October 2004 2,797 2,647 -------- -------- 7 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, 17-18 Britton Street, London EC1M 5TL, Tel: 020 7954 3800. Copies of the full financial statements will be posted to shareholders on 13 December 2004. This information is provided by RNS The company news service from the London Stock Exchange

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