Final Results

Ingenta PLC 27 March 2006 Date: Embargoed until 07.00am, Monday 27 March 2006 Contacts: Ingenta Martyn Rose, Non-Executive Chairman Simon Dessain, Chief Executive Tel: 020 7796 4133 (27/3/2006) Tel: 01865 799000 (thereafter) Website: www.ingenta.com/corporate Hudson Sandler Alistair Mackinnon-Musson Philip Dennis Tel: 020 7796 4133 Email: ingenta@hspr.com Ingenta plc PRELIMINARY RESULTS Ingenta plc is a provider of technology and marketing services to the publishing and information industries, undertaking online delivery of professional, scholarly and research content and associated services to maximize its use in corporate, academic, and governmental institutions and their libraries. Highlights • Close to break even in the second half • New products and services launched in all operations • IngentaConnect hosted titles approaches 10,000 - up by 14% • Sales in the year of £6.6m (15 month period to 31 December 2004: £8.8m) • Overheads before exceptional items reduced by 26% to £5.5m (15 month period to 31 December 2004: £9.5m) 1 • Gross profit £4.9m - margin increased to 75% (15 month period to 31 December 2004: 74%) • Loss of £0.3m (15 month period to 31 December 2004: loss £3.3m) • Operating loss reduced by 79% 1 • Trading showed further improvements 1 For comparative purposes 'annualised pro rata' assumes revenue and overheads accruing evenly over the 15 month period throughout. Commenting, Simon Dessain, Chief Executive of Ingenta, said: 'In 2005 we significantly reduced our costs and implemented a new structure targeting the headline goal of achieving profitability on a sustainable basis. I am delighted the progress made enabled us to achieve the best ever financial result in our history, finishing the year close to break even in the second half'. 'The budget adopted by the Board for the coming year plans for ongoing trading improvements and thereafter delivery of further growth in revenues and profitability in future years'. 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 2005 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) 2005 saw IngentaConnect add another 25 new publishers to its customer base. IngentaConnect provides online access to over 9,500 titles to those wishing to conduct academic or scientific research and during the year achieved a new peak of nearly 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-subscribers 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 is used by over 45% of UK Higher Education institutions and which generates a further royalty stream for publishers. 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 and Publication Websites (ICS) 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 rebundle, rebrand 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 or as part of publication websites created, maintained and run on behalf of publishers, by Ingenta. 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 programs delivered in over 40 countries in 8 languages on their behalf. Chairman's Statement The year to 31 December 2005 saw Ingenta significantly reduce its operating costs and implement a new organisational structure in order to target the headline goal of profitable trading and also to support future revenue growth. The trading progress made during the year enabled the best ever financial result in the company's history to be achieved being close to break even for the second half. Finance and Operations Turnover in the year was £6.6m (15 month period to 31 December 2004: £8.8m). The gross margin improved to 75% (15 month period to 31 December 2004: 74%). As a result of actions taken to reduce costs, the loss before tax in the year decreased by 79% on a pro rata basis to £0.6m (15 month period to 31 December 2004: loss £3.7m), inclusive of £1.2m (15 month period to 31 December 2004: £1.8m) invested in Research and Development, all of which was expensed through the profit and loss account as incurred. A Research and Development tax credit of £0.3m for the year (2004: credit of £0.4m) has resulted in a net loss for the financial year of £0.3m (15 month period to 31 December 2004: loss £3.3m). The year showed an improving trading trend overall. The Group's net cash balances at 31 December 2005 were £0.3m (2004: £0.9m) The Group's leading academic and research publications hosting platform, IngentaConnect (www.ingentaconnect.com) continued to perform strongly and 2005 saw the release of new services for both publisher clients and end users. In addition, Ingenta's Information Commerce (ICS) unit completed further important contracted software deliveries and gained new website agreements from three clients. Finally the Group's Publisher Communication Group (PCG) worked with 18 new publishers, further demonstrating the value of the high quality services offered. Ingenta's activities with Google, including Google Scholar, continue to provide both parties with benefits. This work allows us to assist publishers in maximising their online presence, not only with Google, but also with a large range of other information discovery and search resources. Further increases in operational efficiency have enabled Ingenta to increase its gross margin. The central importance Ingenta places on software engineering, in order to drive down the cost of delivering services to clients through automation and improved reliability, continues. This aspect is underlined by the ongoing level of research and development expenditure incurred by the Group. Ingenta's acute 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. Staff During the first quarter of 2005 the number of people employed by Ingenta declined further, from 114 to 94 at the end of the first quarter and then to 86 full time equivalent employees at the year end. The changes completed in the year succeeded as a result of the contributions made by staff across the whole Group. The resulting financial progress was only possible with their support and the Board wishes to thank them for their enthusiasm, hard work and commitment. The Board would also like to thank David Embleton, who stepped down as Non-Executive Director at our 2005 Annual General Meeting, for his six years of contribution to the Group during Ingenta's early and formative stages of development. Current Trading and Prospects 2005 saw the Group deliver major improvements in its financial performance, with substantial reductions in losses and the beginning of returns from the new products and services introduced over the last 18 months. Having achieved a sustainable lower cost base the task for the Board ahead, is to focus on generation of an improved sales pipeline and increased revenues. Martyn Rose Chairman Chief Executive's Review 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. In 2005 Ingenta again expanded the number of publishers it works with by adding an additional 40 clients. 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) 2005 saw IngentaConnect cement further its position as a leader in its sector, with over 8,000 research and professional publication titles. Title growth of 14% in the year was achieved, though publisher consolidation has reduced our number of imprints. During the year, the site saw a peak of 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 over 245 academic imprints for those conducting academic or scientific research worldwide. During the year world-leading specialist publishing group, Springer, revised a long-term contract with Ingenta and increased the number of titles available through our service to over 1,000. 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. Following the establishment of IngentaConnect's new technology platform, launched in 2004, a rolling program of new services for publishers continued through 2005 including Connect Collections. This service provides the ability to create subsets of content, discipline or topic based, which can be offered as a collection, enabling specialist libraries to easily expand their holdings in specific subject areas. 2005 also saw the launch of byDesign, a service through which publishers can add the extensive functionality of IngentaConnect to their own websites. This service allows 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 from the byDesign element of the publisher's website. In addition, Ingenta's Heron service creates online student course packs and is in use by over 45% of all UK Higher Education institutions. 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 new 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, new services designed for libraries. Revenues from the IngentaConnect operation comprise set up and annual fees, as well as revenue sharing, and they contributed 58% of Group turnover during the year. Information Commerce and Publication Websites Print publications face financial pressure as access to information is undertaken in an increasing range of ways. These pressures require publishers to increase their revenues from digital content. Through Ingenta's Information Commerce Services (ICS) we provide business and professional publishers, as well as our current research oriented publishers, with a solution to this problem. 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 ICS group designs, builds, maintains and operates websites and provides a standalone software product. In 2005 the unit undertook further work for Oxford University Press, McGraw Hill and the World Bank and initiated work with UNESCO and the IMF. Important further deliveries were made to our first ICS software client, the Institute of Physics Publishing. Ingenta's revenues from ICS 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 28% of Group turnover for the period. Publishers Communication Group (PCG) PCG provides specialised marketing and business development services to meet the needs of professional and scholarly publishers. In 2005 the PCG unit continued to expand its reach into the European publisher market, adding sales representation and consortia licensing services and as a result 50% of PCG revenues in 2005 came from providing European services. During the period, PCG also launched a new service called the Market Segmentation Study. This analyses a publisher's penetration into the U.S. library market, in comparison with other competing journals. Customised consulting services provided by PCG also help publishers to develop institutional site licenses, analyse their operations, and to study tiered pricing. In 2005, PCG grew its client base substantially by adding 18 new publishers including American Society of Clinical Oncology, Taylor and Francis - an Informa business, Society for Endocrinology, Water Environment Federation and Elsevier. Ingenta's revenues in this area are largely fee based and represented 14% of Group turnover during the period. Operations The Group improved productivity substantially during the period, with strong reductions in operating costs which were down 26% on an annualised pro rata basis. This improved productivity was largely down to increased automation of tasks and improved technical reliability. In the year to 31 December 2005, the Group maintained a high level of investment in software engineering activities consistent with our determination to continue to be a leading provider of technology and services to publishers. The Group does not expect to reduce the number of people employed in 2006 and currently has a number of vacancies to support business growth as a result of the steady release of new products and services. Automation of tasks through use of software technologies remains the key to continuing to improve services and margins. Outlook The strength of our products and the encouraging financial progress in 2005 place Ingenta in a strong position to grow the business organically in 2006 and to explore new opportunities. These may include expansion of our established services into additional publisher markets and acquisitions of similar businesses to increase the Group's scale. The budget adopted by the Board for the coming year plans for ongoing trading improvements and thereafter delivery of further growth in revenues and profitability in future years. Simon Dessain Chief Executive Officer Consolidated profit and loss account for the year ended 31 December 2005 Year ended 15 months ended 31/12/2005 31/12/2004 Audited Audited £m £m Turnover 6.6 8.8 Cost of sales (1.7) (2.3) Gross profit 4.9 6.5 Administrative expenses (5.5) (10.2) Operating loss (0.6) (3.7) Interest payable and similar charges - - Loss on ordinary activities before taxation (0.6) (3.7) Tax on loss on ordinary activities 0.3 0.4 Loss for the financial period (0.3) (3.3) Loss per 1p share - basic and diluted (0.2)p (2.5)p All activities are classified as continuing Consolidated balance sheet as at 31 December 2005 31/12/2005 31/12/2004 Audited Audited £m £m Fixed assets Tangible assets 0.2 0.4 Investments 0.2 0.2 0.4 0.6 Current assets Debtors 2.3 2.7 Cash at bank 0.6 0.9 2.9 3.6 Creditors: amounts falling due within one year Deferred income (1.6) (2.0) Other (3.2) (2.9) (4.8) (4.9) Net current liabilities (1.9) (1.3) Total assets less current liabilities (1.5) (0.7) Provisions for liabilities and charges (0.1) (0.5) Net liabilities (1.6) (1.2) Capital and reserves Called up share capital 7.5 7.5 Share premium account 21.0 21.0 Merger reserve 11.0 11.0 Reverse acquisition reserve 12.7 12.7 Profit and loss account deficit (53.8) (53.4) Equity shareholders' deficit (1.6) (1.2) Consolidated cash flow statement for the year ended 31 December 2005 Year ended 15 months ended 31/12/2005 31/12/2004 Audited Audited £m £m Cash flow from operating activities Operating loss (0.6) (3.7) Depreciation charge 0.2 0.7 Increase/(decrease) in debtors 0.2 (0.3) Decrease in creditors and provisions (0.8) (0.6) Net cash outflow from operating activities (1.0) (3.9) Taxation received 0.5 0.3 Capital expenditure and financial investments Purchase of tangible fixed assets (0.1) (0.1) Management of liquid resources Sale/(purchase) of short term deposits 0.7 (0.7) Net cash inflow/(outflow) from management of 0.7 (0.7) liquid resources Net cash inflow/(outflow) before financing 0.1 (4.4) Financing Issues of shares at a premium - 5.0 Repayment of principle under finance - (0.1) leases Cash inflow from financing - 4.9 Increase in cash in the period 0.1 0.5 Statement of consolidated total recognised gains and losses for the year ended 31 December 2005 Year ended 15 months ended 31/12/2005 31/12/2004 Audited Audited £m £m Loss for the financial period (0.3) (3.3) Currency translation differences on foreign currency net investments (0.1) 0.2 Total recognised losses for the period (0.4) (3.1) Notes to the preliminary announcement of audited results for the year ended 31 December 2005 1 Basis of preparation The preliminary announcement has been prepared in accordance with applicable accounting standards and under the historical cost convention. The principal accounting policies of the Group have remained unchanged from the previous year. 2 Reconciliation of movements in equity shareholders' funds Group 31/12/2005 31/12/04 Audited Audited £m £m Loss for the period (0.3) (3.3) Net exchange adjustments (0.1) 0.2 New share capital issued - 5.4 Expenses of share issue - (0.4) Net (reduction to)/increase in shareholders' funds (0.4) 1.9 Opening shareholders' funds (1.2) (3.1) Closing shareholders' funds (1.6) (1.2) Reconciliation of net cash flow to movement in net funds/(debt) Group 2005 2004 £'000 £'000 Increase/(decrease) in cash in the period 110 550 Cash used to (decrease)/increase liquid resources (680) 680 Finance lease repayments 1 84 Change in net debt resulting from cash flows (569) 1,314 New finance leases (6) - Movement in net funds in the period (575) 1,314 Net funds/(debt) at beginning of the period 883 (431) Net funds at end of the period 308 883 3 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 Group balance sheet as at 31 December 2005 and the Group profit and loss account, statements of total recognised gains and losses, consolidated cash flow statement and associated notes for the year then ended have been extracted from the Group's 2005 statutory financial statements upon which the auditor's opinion is unqualified and does not include any statement under Section 237 of the Companies Act 1985. The auditors have included an emphasis of matter statement with regard to going concern. They have drawn attention to the Directors statement that they regularly review forecasts of trading and cash flows and examine these against available funding. The Group has suffered a loss for the year of £0.3m and has a net balance sheet deficit of £1.6m. The forecasts anticipate increases in revenues and maintenance of the Group's current banking facilities. Some of the forecast increases in revenue are supported by new contracts already won. The Group has examined its ability to achieve cost saving measures in the event that further new business does not meet the forecast in order to make its assessment. The directors have a reasonable expectation that the Group has sufficient resources to continue in operational existence for the foreseeable future and thus continues to adopt the going concern basis in preparation of these financial statements. The Group's statutory accounts have not yet been delivered to the Registrar of Companies. 4 Copies of announcement Copies of this announcement will be available from the company's registered office at 23-38 Hythe Bridge Street, Oxford OX1 2ET. This document is confidential and is only for distribution in the United Kingdom to persons to whom such a communication is permitted by the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 or by any other Order made pursuant to section 21(5) of the Financial Services and Markets Act 2000 and, if permitted by applicable law, for distribution outside the United Kingdom to professionals or institutions whose ordinary business involves them in engaging in investment activities. It is not intended to be distributed or passed on, directly or indirectly, to any other class of persons. This document is being supplied to you solely for your information and may not be copied, reproduced, further distributed to any other person or published, in whole or in part, for any purpose. The information in this document does not constitute, or form part of, any offer to sell or issue, or any solicitation of an offer to purchase or subscribe for, any shares in the Company nor shall this document, or any part of it, or the fact of its distribution, form the basis of, or be relied on, in connection with any contract. - ENDS - This information is provided by RNS The company news service from the London Stock Exchange

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