TIDMIDOX

RNS Number : 3086T

IDOX PLC

12 December 2012

12 December 2012

IDOX plc

Adjusted* pre-tax profits up 36% on acquisitions, organic growth and further international expansion

IDOX plc (AIM: IDOX, 'IDOX' or the 'Group'), a leading supplier of software and services, announces final results for the year ended 31 October 2012.

Highlights

-- Revenues up 50% to GBP58m (2011: GBP39m); a combination of strong organic growth and acquisition performance

o Engineering Information Management Division revenues reached 31% of total (2011: 12%)

o International revenues increased to 31% (2011:12%)

   --      EBITDA** rose 44% to GBP16.7m (2011: GBP11.6m) 
   --      Adjusted profit before tax* up 36% to GBP14.8m (2011: GBP10.9m) 
   --      Profit before tax GBP6.9m (2011: GBP5.6m) 
   --      Adjusted EPS* increased 55% to 3.83p (2011: 2.47p), Basic EPS 1.94p (2011: 1.31p) 

-- Final proposed dividend of 0.40p (2011: 0.36p), total for year 0.675p (2011: 0.60p), 13% increase over last year

-- Completed and integrated GBP24m of acquisitions funded by cash flow and a new acquisition debt facility resulting in year-end net debt of GBP21.5m (2011:GBP2.4m), maintained within a prudent multiple of EBITDA

* Adjusted profit before tax and adjusted EPS excludes amortisation, impairment, restructuring, corporate finance and share option costs

** EBITDA is defined as earnings before goodwill, impairment, amortisation, depreciation, restructuring, corporate finance and share option costs

Martin Brooks, Chairman, said:

"We have enjoyed further transformation in 2012, driven by strong organic growth and our continuing acquisition programme in both our major software divisions. We have implemented a strategy of diversification for the future in order to increase our geographic spread and work towards revenue parity between our operations in the public and private sectors. This strategy is progressing well, as we report 31% of revenue coming from our Engineering Information Management business and 31% of revenue being derived outside the UK; an impressive leap from the 12% achieved in both measures in the previous year.

"We have started the new financial year well, with a business pipeline across all divisions stronger than the previous year, despite continuing wider economic headwinds. As well as international diversification, our growing reputation for domain expertise in both our public and private sector markets brings further new opportunities."

Enquiries:

 
 IDOX plc                                   +44 (0) 20 7332 6000 
 Martin Brooks, Chairman 
 Richard Kellett-Clarke, Chief Executive 
 William Edmondson, Chief Financial 
  Officer 
 
 Investec Bank plc (NOMAD & Broker)         +44 (0) 20 7597 5000 
 Andrew Pinder / Patrick Robb 
 
 FinnCap (Broker)                           +44 (0) 20 7600 1658 
 Stuart Andrews / Stephen Norcross 
 
 Leander (Financial PR)                     +44 (0) 7795 168 157 
 Christian Taylor-Wilkinson 
 

About IDOX plc

Idox plc is a supplier of specialist document management collaboration solutions and services to the UK public sector and increasingly to highly regulated asset intensive industries around the world in the wider corporate sector.

Its Public Sector Software Division is the leading applications provider to UK local government for core functions relating to land, people and property, such as its market leading planning systems and election management software. Over 90% of UK local authorities are now customers. The Group provides public sector organisations with tools to manage information and knowledge, documents, content, business processes and workflow as well as connecting directly with the citizen via the web.

Through the Information Solutions Division Idox also supplies, predominantly to the public sector, decision support content such as grants and planning policy information as well as related specialist services.

The Engineering Information Management Division delivers engineering document control, project collaboration and facility management applications to many leading companies in industries such as oil & gas, architecture and construction, mining, utilities, pharmaceuticals and transportation around the world.

In addition the Group provides knowledge and content management skills to customers through its TFPL branded recruitment division.

The Group employs over 500 staff located in the UK, the USA, Europe, India and Australia.

For more information see www.idoxplc.com

Chairman's Statement

Idox has delivered an outstanding performance in this financial year. We have not only consolidated our position as the market leading Land and Property software specialist in the UK Public Sector software local government market, but we have also now established a strong foothold in the global Engineering Information Management market.

We have enjoyed further transformation in 2012 and a greater leap in profitability, driven not only by our continuing acquisition programme, but also by a very encouraging uplift in organic growth in both our major software divisions. Five acquisitions were made in the financial year; CT Space Group, Interactive Dialogues, Opt2Vote, Currency Connect and FMx. All are performing well and as a result we have many new Idox employees in the UK and around the world to welcome to our growing organisation. This acquisition programme has been met from the high cash conversion generated from operating activities, together with a flexible debt facility, which is maintained well within a prudent multiple of earnings.

As always, it is our senior management and all our employees who drive this business forward in terms of capability and profitability. We are also privileged to have the support and engagement of many of our key shareholders on our journey as a growing AIM listed company, as well as able professional advisers. All have played a part in helping Idox progress well against the continuing headwinds of great uncertainty in the wider economic world.

Looking to the future, we have sought to diversify our core software businesses, which are largely driven off a common technology base, as well as achieving a greater geographical spread. We have also sought to achieve a degree of parity in revenues between our Public Sector business and our private sector Engineering Information Management (EIM) business and between the UK and the rest of the world.

Therefore it is pleasing to report that in this financial year we show 31% of Group revenues coming from the EIM division (2011:12%) and 31% coming from outside the UK (2011: 12%) with a particular focus on non European markets such as the USA, our largest market outside the UK, Australia and the BRIC countries which, together, provided 69% of this international total.

As our Company grows, the board has developed its thinking on governance and risk management. We are determined to protect our small company heritage of rigorous attention to detail, cash and cost control, combined with speedy execution, while recognising that new scale and opportunities around the world bring new challenges. Such potential issues include anticipating technology shifts, ensuring revenue recognition policies remain appropriate as business expands, multiple overseas jurisdictions and currencies, different national cultures, as well as more complex product lines and management skills. These all require more planning and oversight by the board acting independently, as well as by senior management.

In turn this also requires the composition and skill base of the board to be progressively refreshed and as part of this process, we were particularly pleased to welcome Professor Dame Wendy Hall FRS as an additional non-executive director in October.

In line with our progressive dividend policy, the Board proposes a final dividend of 0.40p, subject to shareholder approval, making a total for the year of 0.675p, a 13% increase over 2011.

The new financial year has started well, building on our high recurring revenues and strong qualified sales pipeline and we look forward to another year of further development and growth at Idox.

Chief Executive Review

This year we have built on the improvements we have made in previous years and laid the foundations for further growth and prosperity of the business.

To achieve this we continue to evolve our internal processes, develop further our product strategies, invest in new graduates, encourage innovation in all parts of the organisation from product to back office operations and importantly, focus on delivering improved customer care. These continued efforts have delivered this year's growth and we are committed to continuing this growth across the Group.

The Public Sector Software Division has benefited from local government responding to the current difficult economic environment and we have actively engaged with them to look for ways to improve services at a reduced cost through improvements in productivity, vendor consolidation, automation and business change. The division has won seventy-five individual new systems in the past twelve months delivering significant improvements in productivity and thereby cost savings. Although we are not always the cheapest vendor we strive to demonstrate the benefits of our solutions and our commitment to deliver improved services and support over the long term.

Building on our successes in 2011 we have this year implemented more shared, managed and hosted solutions and look forward to growing this part of our business further in 2013.

The Engineering Information Management Division (EIM), which previously just included McLaren Software, was expanded at the start of the year through the acquisition of CTSpace and at the end of the year with the extension of our capabilities into facilities management software with the acquisition of FMx. This, together with another year of double digit organic growth, has helped raise EIM revenue from 12% in 2011 to 31% in 2012.

McLaren Software launched its new hosted "On-Air" offering in Q4. This resulted in making Idox the only global supplier within the Engineering Information Management market able to provide enterprise-wide document management and collaboration solutions for the construction and operation of large assets, offering a flexible open standards cross platform package whether in the Cloud, off-premise hosted or on-premise solution.

Our Information Solutions Division extended its content and web capabilities through added-value consultancy and training services outside the public sector with the acquisition of Currency Connect and Interactive Dialogues. It is now able to offer a range of content, hosting, e-learning and compliance solutions in the public sector and in the private sector across Europe. The division has improved its renewal rates, grown its training revenues in double digits and successfully completed its first content and managed services outsourcing contract for the Greater London Authority (GLA), where it not only reduced the costs but also managed to deliver an improved outcome through a combination of content, domain expertise and technical capability.

Recruitment continued to make a contribution to the business and has reorganised its approach to take account of the continued difficult market and the internationalisation of its business.

Outlook

The Group will continue to build upon its previous financial success and has again started this year well with a stronger pipeline than the year before across all of the divisions.

We expect the shift in revenue mix to a higher percentage of private sector revenues to work in our favour with higher top line growth expected, whilst margins are expected to move closer to those of the public sector business.

In 2013 we intend to accelerate the level of innovation in all aspects of the business, not just development, and will continue to look for areas of productivity improvement, improved processes and, above all, improved quality in customer care.

We expect the geographic diversification of the revenue base to help insulate the Group from challenging economic issues closer to home and assist it in the ambition to grow in double digits organically.

Management will continue its strategy of becoming domain experts and partner of choice in the Public Sector and EIM markets through suitable acquisitions which will extend its global and technical reach.

Financial Review

Group revenues grew by 50% to GBP58m (2011: GBP39m) reflecting not only the impact of the five acquisitions made in 2012 but also accelerating organic growth across the business. The Group enjoyed a significant diversification of its revenues geographically with 31% now generated outside of the UK (2011: 12%). Gross profit earned was 54% higher at GBP51.4m (2011: GBP33.4m) and the Group saw an increase in gross margin from 87% to 89% as a result of an increased mix of higher margin software business. Earnings before interest, taxation, depreciation and amortisation ("EBITDA") increased by 44% to GBP16.7m (2011: GBP11.6m) with EBITDA margins of 29% (2011: 30%).

Performance by segment

The Public Sector software business, which accounted for 52% of Group revenues (2011: 68%), delivered revenues of GBP30.2m (2011: GBP26.1m), a growth rate of 15%. Excluding Opt2Vote, the election managed services business acquired in March 2012 which contributed GBP2.4m, revenues grew by 6% organically on the previous year.

Recurring revenues within the Public Sector software business were 57%, down from 66% in FY11 as a result of the strong growth of new software and services revenue in the year and the classification of Opt2Vote revenue as non-recurring resulting in a change in product mix. Divisional EBITDA grew by 8% to GBP10.3m (2011: GBP9.5m), delivering a 34% margin, a 2% drop on 2011 due to the inclusion of the lower gross margin Opt2Vote business.

The Engineering Information Management ("EIM") business accounted for 31% of Group revenues (2011: 12%) and more than tripled revenues from GBP4.7m in 2011 to GBP17.8m in 2012. This was achieved by organic growth of 46% in the McLaren business in addition to the first year's contribution of CT Space which was acquired in November 2011. Visibility of revenue in the EIM business has also increased during the year with 48% (2011: 36%) of revenues coming from recurring maintenance and Software-as-a-Service ("SaaS") contracts. The business is also becoming increasingly international with 60% of divisional revenues coming from the USA, 9% from Australia and 9% from Europe and Asia.

EBITDA for the EIM business increased five-fold to GBP5.3m (2011: GBP1.1m), 32% of the Group total. Margins increased to 30% (2011: 23%) which reflects both the increased scale of the business and progress made during the year in rapidly integrating CTSpace to achieve planned cost synergies.

The Information Solutions business increased revenues by 59% to GBP7.5m (2011: GBP4.7m) as a result of the acquisitions of e-learning provider, Interactive Dialogues and grants consultancy business, Currency Connect during the year which contributed GBP2.1m and GBP1.2m respectively. In 2011 the grants subscription business faced headwinds during the first year of the public sector spending cuts which impacted renewal rates and therefore revenue recognition coming into 2012. However in the second half renewal rates improved providing a solid platform for growth in 2013. EBITDA for the Information Solutions business increased 70% to GBP1m (2011: GBP0.6m).

The Recruitment business revenues declined by 19% to GBP2.5m (2011: GBP3.1m) as a result of a decline in the low margin contract recruitment business. However, gross margins were relatively stable at GBP1.3m due to the shift in mix toward the higher margin permanent recruitment business. EBITDA declined to GBP0.1m (2011: GBP0.4m).

Profit before tax

Within the income statement, we present both profit before tax and adjusted profit before tax which is a performance measure that is not defined by GAAP but which the directors believe provides a reliable and consistent measure of the Group's underlying financial performance. Adjusted profit before tax and adjusted EPS excludes amortisation, impairment, restructuring, corporate finance and share option costs.

Adjusted profit before tax increased 36% to GBP14.9m (2011: GBP10.9m). Financing costs increased from GBP0.4m to GBP1.3m as a result of the loan facilities which were taken out to fund the acquisitions made during the year. Interest payable (including swap costs) was GBP0.9m (2011: GBP0.1m), amortisation of the loan facility fees GBP0.2m (2011: GBP0.2m) and foreign exchange translation differences GBP0.1m (2011: GBP0.02m).

Reported profit before tax increased 23% to GBP6.9m (2011: GBP5.6m). Amortisation of intangibles increased from GBP3.7m to GBP4.6m as a result of acquisitions made during the year. An impairment charge of GBP1m has been made against the carrying value of goodwill in relation to the TFPL recruitment business based on management's review of the future projections for the business. Restructuring charges of GBP0.5m (2011: GBP0.2m) relate to the integration of acquisitions made during the year and corporate finance costs of GBP1.1m (2011: GBP0.3m) are all acquisition related and include legal and due diligence fees in respect of the five acquisitions completed during the course of the year and fees incurred in respect of one large acquisition which was aborted.

Taxation

The Group's effective tax rate for the year was 3% compared to 19% in 2011. The reduction in the effective rate of tax is largely related to both the recognition and utilisation of brought forward tax losses acquired with the McLaren business. During the year, GBP2.9m of unrecognised brought forward tax losses were utilised against current year profits within the EIM business. After utilising these losses, a further GBP4.1m of tax losses remain available to utilise against future year profits. Based on EIM trading performance during FY12 the board now consider it highly probable that the Group will benefit from these tax losses in the future and as a result a deferred tax asset of GBP4.1m has been recognised on the balance sheet which has resulted in a GBP0.9m reduction in the current year tax charge. The Group will continue to derive a cash benefit from these tax losses in future years. Excluding the effect of recognising this deferred tax asset the effective tax rate was 17%.

Earnings per share and dividends

Adjusted earnings per share were up 55% to 3.83p (2011: 2.47p). Diluted adjusted earnings per share increased by 51% to 3.63p (2011: 2.41p).

Basic earnings per share were up 48% to 1.94p (2011: 1.31p). Diluted earnings per share increased by 44% to 1.84p (2011: 1.28p).

The Board proposes a final dividend of 0.40p, to give a full year dividend of 0.675p (2011: 0.60p). This 13% increase in dividend reflects the Group's strong profitability growth whilst also being mindful of maintaining balance sheet capability to capitalise on future acquisition opportunities. Subject to approval at the Annual General Meeting, the final dividend will be paid on 24 April 2013 to shareholders on the register at 19 April 2013.

Balance sheet and cashflows

Idox's balance sheet continued to strengthen during the year and at 31 October 2012 net assets were GBP38.9m compared to GBP34.4m at 31 October 2011.

Cash generated from operating activities before tax as a percentage of EBITDA was 75%, up from 56% in the previous year. Trade receivables increased to GBP11.2m (2011: GBP6.0m) as a result of acquisitions during the year and a strong finish to trading in the year.

The Group ended the year with net debt of GBP21.5m (2011: GBP2.4m) after making acquisition related payments (net of cash acquired) of GBP23.6m and after total dividends and share buy backs of GBP2.8m. The Group's total signed debt facilities at 31 October 2012 stood at GBP27.7m, a combination of a term loan and flexible working capital and acquisition revolving credit facilities. The acquisition facility was extended by a further GBP5m post year-end however remains undrawn. The Group has enjoyed very significant headroom against its banking covenants during the year.

Deferred income, representing invoiced maintenance and SaaS contracts yet to be recognised in revenue stood at GBP13.5m at 31 October 2012 (2011: GBP10.9m), increasing visibility of revenue in the new financial year.

 
Consolidated Statement of Comprehensive Income for the year 
 ended 31 October 2012 
 
                                              Note               2012                2011 
                                                               GBP000              GBP000 
 
Revenue                                          2             57,903              38,605 
Cost of sales                                                 (6,544)             (5,157) 
                                                            ---------           --------- 
Gross profit                                                   51,359              33,448 
Staff costs                                                  (26,940)            (17,400) 
Other operating charges                                       (7,716)             (4,487) 
                                                            ---------           --------- 
 
Earnings before goodwill 
 impairment, amortisation, 
 depreciation, restructuring, 
 corporate finance and share 
 option costs                                                  16,703              11,561 
Depreciation                                                    (597)               (499) 
Amortisation                                                  (4,618)             (3,738) 
Impairment of intangible 
 fixed assets                                                 (1,018)                   - 
Restructuring costs                                             (464)               (211) 
Corporate finance costs                                       (1,109)               (281) 
Share option costs                                              (731)             (1,064) 
                                                            ---------           --------- 
 
Operating profit                                                8,166               5,768 
Finance income                                                     18                 247 
Finance costs                                                 (1,278)               (401) 
Analysed as: 
 Adjusted profit before tax                                    14,846              10,908 
Impairment of intangible 
 fixed assets                                                 (1,018)                   - 
Amortisation of intangibles                                   (4,618)             (3,738) 
Restructuring costs                                             (464)               (211) 
Corporate finance costs                                       (1,109)               (281) 
Share option costs                                              (731)             (1,064) 
---------------------------------------------  ---  ------  ---------  -------  --------- 
Profit before taxation                                          6,906               5,614 
Income tax expense                               3              (201)             (1,089) 
                                                            ---------           --------- 
 
Profit for the year                                             6,705               4,525 
                                                            ---------           --------- 
 
Other comprehensive income 
 for the year Available-for-sale 
 financial assets 
  *    transferred to profit for the year                           -                (35) 
Exchange gains on retranslation 
 of foreign operations                                             61                  41 
                                                            ---------           --------- 
Other comprehensive income 
 for the year, net of tax                                          61                   6 
                                                            ---------           --------- 
Total comprehensive income 
 for the year attributable 
 to owners of the parent                                        6,766               4,531 
                                                            =========           ========= 
 
 
Earnings per share 
Basic                                            4              1.94p               1.31p 
Diluted                                          4              1.84p               1.28p 
 
 

Consolidated Balance Sheet

At 31 October 2012

 
                                     2012    2011 
                                   GBP000  GBP000 
ASSETS 
Non-current assets 
Property, plant and equipment         817     601 
Intangible assets                  71,371  48,611 
Deferred tax assets                 1,417     495 
                                   ------  ------ 
Total non-current assets           73,605  49,707 
 
Current assets 
Trade and other receivables        16,913   8,843 
Cash and cash equivalents           3,640       - 
                                   ------  ------ 
Total current assets               20,553   8,843 
                                   ------  ------ 
Total assets                       94,158  58,550 
                                   ------  ------ 
 
LIABILITIES 
Current liabilities 
Trade and other payables            5,460   2,304 
Other liabilities                  17,286  13,315 
Provisions                             76     117 
Current tax                         1,020     975 
Derivative financial instruments      136       - 
Borrowings                          2,300   2,408 
                                   ------  ------ 
Total current liabilities          26,278  19,119 
                                   ------  ------ 
 
Non-current liabilities 
Deferred tax liabilities            6,101   5,060 
Borrowings                         22,879       - 
                                   ------  ------ 
Total non-current liabilities      28,980   5,060 
                                   ------  ------ 
Total liabilities                  55,258  24,179 
                                   ------  ------ 
Net assets                         38,900  34,371 
                                   ======  ====== 
 
EQUITY 
Called up share capital             3,485   3,463 
Capital redemption reserve          1,112   1,112 
Share premium account              10,197  10,017 
Treasury reserve                    (107)   (204) 
Share options reserve               1,825   1,366 
Merger reserve                      1,294   1,294 
ESOP trust                           (95)    (93) 
Foreign currency retranslation 
 reserve                              102      41 
Retained earnings                  21,087  17,375 
                                   ------  ------ 
Total equity                       38,900  34,371 
                                   ======  ====== 
 
 
 

Consolidated Cash Flow Statement

For the year ended 31 October 2012

 
                                                  2011 
                                           As restated 
                                    2012             * 
                                  GBP000        GBP000 
Cash flows from operating 
 activities 
Profit for the period before 
 taxation                          6,906         5,614 
Adjustments for: 
Depreciation                         597           499 
Amortisation                       4,618         3,738 
Impairment                         1,018             - 
Finance income                      (18)         (247) 
Finance costs                        791           146 
Interest rate swap liability         136             - 
Debt issue costs amortisation        109           134 
Share option costs                   568           994 
Exchange losses                       60           (5) 
Movement in receivables          (2,571)       (2,050) 
Movement in payables                 121       (2,288) 
                                --------  ------------ 
Cash generated by operations      12,335         6,535 
 
Tax on profit paid               (2,600)       (2,132) 
Net cash from operating 
 activities                        9,735         4,403 
 
Cash flows from investing 
 activities 
Acquisition of subsidiaries 
 net of cash acquired           (23,266)       (1,698) 
Deferred consideration paid 
 relating to subsidiaries 
 acquired in prior period          (320)         (648) 
Sale of available-for-sale 
 financial assets                      -         1,038 
Purchase of property, plant 
 and equipment                     (523)         (568) 
Purchase of intangible assets    (1,240)         (668) 
Finance income                        18            29 
                                --------  ------------ 
Net cash used in investing 
 activities                     (25,331)       (2,515) 
 
Cash flows from financing 
 activities 
Interest paid                      (620)         (134) 
New loans                         27,800             - 
Loan related costs                 (430)             - 
Loan repayments                  (2,300)       (4,000) 
Equity dividends paid            (2,196)       (2,036) 
Sale/purchase of shares            (610)         (130) 
                                --------  ------------ 
Net cash flows from financing 
 activities                       21,644       (6,300) 
 
Net movement on cash and 
 cash equivalents                  6,048       (4,412) 
                                --------  ------------ 
Cash and cash equivalents 
 at the beginning of the 
 period                          (2,408)         2,004 
                                --------  ------------ 
Cash and cash equivalents 
 at the end of the period          3,640       (2,408) 
                                ========  ============ 
 
 

*2011 cash flow has been restated to reallocate a cash outflow of GBP1,000,000 from Investing activities - acquisition of subsidiaries to Financing activities - loan repayments and to reallocate a cash outflow of GBP917,000 from Investing activities - acquisition of subsidiaries to Operating activities - movement in payables.

 
 
 
 
   Consolidated Statement of Changes in Equity 
   At 31 October 2012 
                        Called      Capital     Share   Treasury     Share    Merger     ESOP         Foreign   Retained     Total 
                            up   redemption   Premium    reserve   options   reserve    Trust        currency   earnings 
                         share      reserve   account              reserve                      retranslation 
                       capital                                                                        reserve 
                                     GBP000    GBP000     GBP000    GBP000    GBP000   GBP000          GBP000     GBP000    GBP000 
                        GBP000 
 Balance at 1 
  November 
  2010                   3,442        1,112     9,903      (455)       630     1,294     (93)               -     15,179    31,012 
 Issue of share 
  capital                   21            -       114          -         -         -        -               -          -       135 
 Transfer on 
  exercise of 
  share options              -            -         -          -     (258)         -        -               -        243      (15) 
 Sale of treasury 
  shares                     -            -         -        972         -         -        -               -      (501)       471 
 Purchase of 
  treasury shares            -            -         -      (721)         -         -        -               -          -     (721) 
 Share options 
  granted                    -            -         -          -       994         -        -               -          -       994 
 Equity dividends 
  paid                       -            -         -          -         -         -        -               -    (2,036)   (2,036) 
 Transactions with 
  owners                    21            -       114        251       736         -        -               -    (2,294)   (1,172) 
                      --------  -----------  --------  ---------  --------  --------  -------  --------------  ---------  -------- 
 Profit for the 
  period                     -            -         -          -         -         -        -               -      4,525     4,525 
                      --------  -----------  --------  ---------  --------  --------  -------  --------------  ---------  -------- 
 Other comprehensive 
 income 
                      --------  -----------  --------  ---------  --------  --------  -------  --------------  ---------  -------- 
 Exchange gains on 
  retranslation 
  of foreign 
  operations                 -            -         -          -         -         -        -              41          -        41 
 Available-for-sale 
  financial 
  assets - transfer 
  to profit 
  for year                   -            -         -          -         -         -        -               -       (35)      (35) 
                      --------  -----------  --------  ---------  --------  --------  -------  --------------  ---------  -------- 
 Total comprehensive 
  income 
  for the period             -            -         -          -         -         -        -              41      4,490     4,531 
                      --------  -----------  --------  ---------  --------  --------  -------  --------------  ---------  -------- 
 Balance at 31 
  October 
  2011                   3,463        1,112    10,017      (204)     1,366     1,294     (93)              41     17,375    34,371 
                      ========  ===========  ========  =========  ========  ========  =======  ==============  =========  ======== 
 Issue of share 
  capital                   22            -       180          -         -         -        -               -          -       202 
 Transfer on 
  exercise of 
  share options              -            -         -        134     (109)         -        -               -      (797)     (772) 
 Purchase of 
  treasury shares            -            -         -       (37)         -         -        -               -          -      (37) 
 Share options 
  granted                    -            -         -          -       568         -        -               -          -       568 
 ESOP trust                  -            -         -          -         -         -      (2)               -          -       (2) 
 Equity dividends 
  paid                       -            -         -          -         -         -        -               -    (2,196)   (2,196) 
 Transactions with 
  owners                    22            -       180         97       459         -      (2)               -    (2,993)   (2,237) 
                      --------  -----------  --------  ---------  --------  --------  -------  --------------  ---------  -------- 
 Profit for the 
  period                     -            -         -          -         -         -        -               -      6,705     6,705 
 Other comprehensive 
 income 
 Exchange gains on 
  retranslation 
  of foreign 
  operations                 -            -         -          -         -         -        -              61          -        61 
 Total comprehensive 
  income 
  for the period             -            -         -          -         -         -        -              61      6,705     6,766 
                      --------  -----------  --------  ---------  --------  --------  -------  --------------  ---------  -------- 
 At 31 October 2012      3,485        1,112    10,197      (107)     1,825     1,294     (95)             102     21,087    38,900 
                      --------  -----------  --------  ---------  --------  --------  -------  --------------  ---------  -------- 
 

Notes to the announcement

For the year ended 31 October 2012

1 Basis of preparation

These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and the Companies Act 2006 applicable to companies reporting under IFRS.

The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain financial assets and liabilities, being derivatives at fair value through profit or loss.

The financial information set out in the announcement does not constitute the Group's statutory accounts for the year ended 31 October 2012 within the meaning of section 434 of the Companies Act 2006. The financial information for the year ended 31 October 2011 is derived from the statutory accounts for that year which have been delivered to the Registrar of Companies. The auditors reported on those accounts; their report was unqualified and did not contain a statement under Section 498(2) or (3) of the Companies Act 2006. The statutory accounts for the year ended 31 October 2012 are expected to be finalised on the basis of the financial information presented by the directors in this preliminary announcement.

2 Segmental Analysis

In previous periods, the Group was organised into three main operating segments. Following the acquisition and integration of McLaren Software Group and CT Space Group, the Group now includes an Engineering Information Management (EIM) segment. As at 31 October 2012, the Group is primarily organised into four main operating segments, which are detailed below. Segmental analysis for the comparative period to 31 October 2011 has been restated to show results for all four business segments.

Financial information is reported to the chief operating decision maker, which comprises the Chief Executive Officer and the Chief Financial Officer, monthly on a business unit basis with revenue and operating profits split by business unit. Each business unit is deemed an operating segment as each offers different products and services.

-- Public Sector Software - delivering software service solutions to mainly local government customers across a broad range of departments

-- Engineering Information Management - delivering engineering document management and control solutions to asset intensive industry sectors

-- Information Solutions - delivering both an information service and consultancy services to a diverse range of customers across both private and public sectors

-- Recruitment - providing personnel with information, knowledge, records and content management expertise to a diverse range of customers

Segment revenue comprises of sales to external customers and excludes gains arising on the disposal of assets and finance income. Segment profit reported to the chief operating decision maker represents the profit earned by each segment before the allocation of taxation and Group related interest payments and Group corporate finance costs. The assets and liabilities of the Group are not reviewed by the chief operating decision maker on a segment basis.

The Group does not place reliance on any specific customer and has no individual customer that generates 10% or more of its total Group revenue.

The segment revenues by geographic location for the year ended 31 October 2012 are as follows:

 
                           2012    2011 
                         GBP000  GBP000 
Revenues from external 
 customers 
United Kingdom           39,688  33,786 
USA                      10,635   1,884 
Europe                    5,732   1,551 
Australia                 1,603   1,255 
Rest of World               245     129 
                         ------  ------ 
                         57,903  38,605 
                         ======  ====== 
 

Revenues are attributed to individual countries on the basis of the location of the customer.

 
 
The segment results by business          Public 
 unit for the year ended 31 October      Sector              Information 
 2012 are as follows:                  Software       EIM      Solutions  Recruitment     Total 
                                         GBP000    GBP000         GBP000       GBP000    GBP000 
 
Revenues from external customers         30,172    17,740          7,470        2,521    57,903 
Cost of sales                           (3,493)   (1,347)          (495)      (1,209)   (6,544) 
                                      ---------  --------  -------------  -----------  -------- 
Gross profit                             26,679    16,393          6,975        1,312    51,359 
Operating costs                        (16,409)  (11,070)        (5,952)      (1,225)  (34,656) 
                                      ---------  --------  -------------  -----------  -------- 
 
  Profit before interest, tax, 
  depreciation, amortisation, 
  impairment, share option costs, 
  corporate finance costs and 
  restructuring costs                    10,270     5,323          1,023           87    16,703 
 
Depreciation                              (345)     (126)          (119)          (7)     (597) 
Amortisation                            (2,776)     (964)          (869)          (9)   (4,618) 
Impairment of goodwill                        -         -              -      (1,018)   (1,018) 
Share option costs                        (570)     (102)           (35)         (24)     (731) 
Restructuring                             (188)      (41)          (176)         (59)     (464) 
Corporate finance costs                    (59)     (815)          (195)            -   (1,069) 
                                      ---------  --------  -------------  -----------  -------- 
Profit before interest and taxation       6,332     3,275          (371)      (1,030)     8,206 
Interest receivable                           -         1              3            -         4 
Finance costs                                 9     (129)           (21)          (4)     (145) 
                                      ---------  --------  -------------  -----------  -------- 
Segment profit (see reconciliation 
 below)                                   6,341     3,147          (389)      (1,034)     8,065 
                                      ---------  --------  -------------  -----------  -------- 
 
 
 
 
The segment results by business          Public 
 unit for the year ended 31 October      Sector             Information 
 2011 (restated) are as follows:       Software      EIM      Solutions  Recruitment     Total 
                                         GBP000   GBP000         GBP000       GBP000    GBP000 
 
Revenues from external customers         26,132    4,655          4,707        3,111    38,605 
Cost of sales                           (2,809)    (296)          (310)      (1,742)   (5,157) 
                                      ---------  -------  -------------  -----------  -------- 
Gross profit                             23,323    4,359          4,397        1,369    33,448 
Operating costs                        (13,806)  (3,287)        (3,794)      (1,000)  (21,887) 
                                      ---------  -------  -------------  -----------  -------- 
 
  Profit before interest, tax, 
  depreciation, amortisation, 
  impairment, share option costs, 
  corporate finance costs and 
  restructuring costs                     9,517    1,072            603          369    11,561 
 
Depreciation                              (387)     (15)           (90)          (7)     (499) 
Amortisation                            (2,984)     (23)          (722)          (9)   (3,738) 
Share option costs                        (857)    (105)          (102)            -   (1,064) 
Restructuring                              (21)    (173)           (17)            -     (211) 
Corporate finance costs                   (121)    (160)              -            -     (281) 
                                      ---------  -------  -------------  -----------  -------- 
Profit before interest and taxation       5,147      596          (328)          353     5,768 
Interest receivable                           1        2              -            -         3 
                                      ---------  -------  -------------  -----------  -------- 
Segment profit (see reconciliation 
 below)                                   5,148      598          (328)          353     5,771 
                                      ---------  -------  -------------  -----------  -------- 
 

Reconciliations of reportable profit

 
                                          2012    2011 
                                        GBP000  GBP000 
Profit 
Total profit for reportable segments     8,065   5,771 
Corporate finance costs                   (40)       - 
Net financial costs                    (1,119)   (157) 
                                       -------  ------ 
Profit before taxation                   6,906   5,614 
                                       =======  ====== 
 

Corporate finance costs comprise legal fees in relation to arrangement of Group working capital facilities. Net financial costs relate to Group bank loan interest, bank facility fee amortisation and fair value loss on financial derivatives which have not been included in reportable segments.

3 Taxation

The tax charge is made up as follows:

 
                                                       2012    2011 
                                                     GBP000  GBP000 
Current tax 
UK corporation tax on profits for the period          1,455   2,046 
Foreign tax on overseas companies                     1,108       8 
Under/(over) provision in respect of prior 
 periods                                               (70)       3 
                                                    -------  ------ 
Total current tax                                     2,493   2,057 
                                                    ------- 
 
Deferred tax 
Origination and reversal of temporary differences   (1,712)   (715) 
Amortisation of intangibles difference in 
 tax rate                                             (580)   (120) 
Adjustments in respect of prior periods                   -   (133) 
                                                    -------  ------ 
Total deferred tax                                  (2,292)   (968) 
                                                    -------  ------ 
 
Total tax charge                                        201   1,089 
                                                    =======  ====== 
 

Factors affecting the tax charge in the period:

 
                                                  2012    2011 
                                                GBP000  GBP000 
 
Profit before taxation                           6,906   5,614 
                                               =======  ====== 
 
Profit on ordinary activities multiplied 
 by the standard 
rate of corporation tax in the UK of 24% 
 (2011: 27%)                                     1,657   1,516 
 
Effects of: 
Tax losses utilised                              (689)   (491) 
Non taxable income                                 (3)       - 
Expenses not deductible for tax purposes           718     205 
Capital allowances in excess of depreciation        17      50 
Other timing differences                           864     104 
R&D enhanced relief                               (10)    (60) 
Deferred tax - trading losses                    (941)       - 
Deferred tax - intangible assets               (1,373)   (991) 
Deferred tax - other movements                      23     753 
Foreign tax withheld                                13       - 
Adjustments to tax charge in respect of 
 prior year                                       (75)       3 
                                                   201   1,089 
                                               =======  ====== 
 
 

Movement on trading losses during 2012 are as follows:

 
                                        UK unrelieved      Foreign  Total unrelieved 
                                              trading   unrelieved           trading 
                                               losses      trading            losses 
                                                            losses                    Tax effect 
 Recognised trading losses                     GBP000       GBP000            GBP000      GBP000 
 
 As at 1 November 2011                              -            -                 -           - 
 Recognised during the year                     6,960                          6,960       1,879 
 Utilised during the year                     (2,871)            -           (2,871)       (689) 
 Adjustment for reduction in standard 
  rate of corporation tax from 27% 
  to 24%                                            -            -                 -       (209) 
  Adjustment for difference between 
   standard rate of tax at 24% 
   and deferred tax rate at 23%                     -            -                 -        (40) 
                                        -------------  -----------  ----------------  ---------- 
                                                4,089            -             4,089         941 
                                        =============  ===========  ================  ========== 
 
 Unrecognised trading losses 
 
 As at 1 November 2011                          6,960           50             7,010       1,886 
 Recognised during year                       (6,960)            -           (6,960)     (1,879) 
 Utilised during the year                           -         (29)              (29)         (4) 
 
                                                    -           21                21           3 
                                        =============  ===========  ================  ========== 
 
 
   The foreign losses arise in the US and are 
   subject to IRC s382 limitation. 
 
 

The effective tax rate was 3% (2011: 19%). The decrease is due to the recognition of a deferred tax asset in relation to brought forward losses of GBP6,960,000 and the utilisation of GBP2,871,000 of those losses in the current year. The tax effect of the utilisation of losses was a credit of GBP689,000 in the tax charge.

The unrelieved trading losses of GBP4,089,000 arising in the UK remain available to offset against future taxable trading profits. A deferred tax asset of GBP941,000 was recognised during the year in relation to these losses. The losses were acquired during the prior year and were not previously recognised as a deferred tax asset. Given the high probability that the Group will benefit from these tax losses in the future, the deferred tax asset was recognised during the year.

4 Earnings per Share

The earnings per ordinary share is calculated by reference to the earnings attributable to ordinary shareholders divided by the weighted average number of shares in issue during each period, as follows:

 
                                                                  2012           2011 
                                                                GBP000         GBP000 
 
Profit for the year                                              6,705          4,525 
                                                         -------------  ------------- 
 
Basic earnings per share 
Weighted average number of shares in issue                 346,231,724    344,267,741 
                                                         -------------  ------------- 
 
Basic earnings per share                                         1.94p          1.31p 
                                                         =============  ============= 
 
Weighted average number of shares in issue                 346,231,724    344,267,741 
Add back: 
Treasury shares                                                432,000        230,000 
ESOP shares                                                    128,618        178,494 
                                                         -------------  ------------- 
Weighted average allotted, called up and 
 fully paid share capital                                  346,792,342    344,676,235 
                                                         -------------  ------------- 
 
Diluted earnings per share 
Weighted average number of shares in issue 
 used in basic earnings per share calculation              346,231,724    344,267,741 
Dilutive share options                                      18,852,529      9,096,287 
                                                         -------------  ------------- 
Weighted average number of shares in issue 
 used in dilutive earnings per share calculation           365,084,253    353,364,028 
 
Diluted earnings per share                                       1.84p          1.28p 
                                                         =============  ============= 
 
Adjusted earnings per share 
Profit for the year                                              6,705          4,525 
Add back: 
Amortisation                                                     4,618          3,738 
Impairment                                                       1,018              - 
Share option costs                                                 731          1,064 
Corporate finance costs                                          1,109            281 
Restructuring costs                                                464            211 
Tax effect                                                     (1,395)        (1,303) 
Adjusted profit for year                                        13,250          8,516 
                                                         -------------  ------------- 
 
Weighted average number of shares in issue                 346,231,724    344,267,741 
 
Adjusted earnings per share                                      3.83p          2.47p 
                                                         =============  ============= 
 
Adjusted diluted earnings per share                              3.63p          2.41p 
                                                         =============  ============= 
 
 

5 Acquisitions

Interactive Dialogues Limited

On 7 November 2011, the Group acquired the entire share capital of Interactive Dialogues Limited and Interactive Dialogues NV ("ID") for a total considerationof EUR2.2m (GBP1.9m) in cash. Control passed on the date of acquisition. ID is a leading supplier of e-learning and information solutions in Europe enabling organisations to conduct 'dialogues' with employees, customers and suppliers to achieve legislative compliance in areas such as Competition Law and the UK Bribery Act. The acquisition of ID extends the range of solutions available within the Idox Information Solutions business and provides Idox with an e-learning platform that will be used to support customers across the Group.

An initial payment of EUR2m has been made on completion and a further EUR0.2m is payable one year after completion subject to the fulfilment of certain conditions. ID had revenues of EUR2.4m for the year ended 31 May 2011.

Goodwill arising on the acquisition of ID has been capitalised and consists largely of the workforce value, synergies and economies of scale expected from combining the operations of ID with Idox. None of the goodwill recognised is expected to be deductible for income tax purposes. The purchase of ID has been accounted for using the acquisition method of accounting.

 
 
                                                             Fair value 
                                           Book value       adjustments     Fair value 
                                               GBP000            GBP000         GBP000 
 Intangible assets                                  8               962            970 
 Property, plant and equipment                     17                 -             17 
 Trade receivables                                349                 -            349 
 Other receivables                                283                 -            283 
 Cash at bank                                     199                 -            199 
                                 --------------------  ----------------  ------------- 
 TOTAL ASSETS                                     856               962          1,818 
 
 Trade payables                                  (59)                 -           (59) 
 Other creditors                                (263)                 -          (263) 
 Accruals                                       (179)                 -          (179) 
 Deferred tax liability                             -             (233)          (233) 
                                 --------------------  ---------------- 
 TOTAL LIABILITIES                              (501)             (233)          (734) 
                                 --------------------  ---------------- 
 NET ASSETS                                                                      1,084 
 Purchased goodwill capitalised                                                    832 
                                                                         ------------- 
 Total consideration                                                             1,916 
                                                                         ------------- 
 
 

Satisfied by:

 
 Cash to vendor              1,742 
 Contingent consideration      174 
                            ------ 
 Total consideration         1,916 
                            ------ 
 

The fair value adjustment for the intangible assets relates to customer relationships, trade names and software. A related deferred tax liability has also been recorded as a fair value adjustment.

The fair value of trade receivables is equal to the gross contractual amounts receivable. All debts have been reviewed and are considered recoverable.

The revenue included in the consolidated statement of comprehensive income since 7 November 2011, contributed by ID was GBP2,083k . ID also contributed a profit after tax of GBP281k for the same period. If ID had been included from 1 November, it would have contributed revenue of GBP2,083k and a profit after tax of GBP256k.

The earn out period is 1 November 2011 to 31 October 2012. The earn out arrangements require the Group to pay the former owners of ID EUR1 for every EUR1 the revenue in the earn out period exceeds EUR2,200,000 up to a maximum consideration of EUR200,000. The maximum consideration has been recognised at the date of acquisition, which represents the fair value of the contingent consideration.

Acquisition costs of GBP82k have been charged to profit or loss within corporate finance costs in the consolidated statement of comprehensive income.

CTSpace

On 15 November 2011, the Group acquired CTSpace, an engineering and construction sector document management and control business, for GBP11.6m in cash from Sword Group. The Group acquired the entire share capital of CT Space Limited, Buildonline Global Limited, Buildonline Ireland Limited, CT Space SARL, CT Space Gmbh, CT Space Technologies Pty, CT Space Inc and Citadon Inc. Control passed on the date of acquisition.

CTSpace provides document management and collaboration workflow applications for the global construction and engineering industry and will complement the McLaren Software business that IDOX acquired in December 2010. CTSpace provides both Software as a Service ('SaaS') and on-premise enterprise solutions, the latter of which leverage an organisation's existing investment in leading enterprise content management ('ECM') platforms such as IBM FileNet(R), EMC Documentum(R) or Microsoft SharePoint(R). When deployed with leading enterprise content management platforms, CTSpace's products provide an integrated, best practice environment that supports a project's entire lifecycle.

Goodwill arising on the acquisition of CTSpace has been capitalised and consists largely of the workforce value, synergies and economies of scale expected from combining the operations of CTSpace with Idox. None of the goodwill recognised is expected to be deductible for income tax purposes. The purchase of CTSpace has been accounted for using the acquisition method of accounting.

 
 
                                                        Fair value 
                                      Book value       adjustments     Fair value 
                                          GBP000            GBP000         GBP000 
 Intangible assets                         6,065           (2,555)          3,510 
 Property, plant and equipment               360             (243)            117 
 Trade receivables                         2,390              (78)          2,312 
 Other receivables                           758              (71)            687 
 Corporation tax                             590                 -            590 
 Cash at bank                                239                 -            239 
                                 ---------------  ----------------  ------------- 
 TOTAL ASSETS                             10,402           (2,947)          7,455 
 
 Trade payables                            (350)                 3          (347) 
 Deferred revenue                        (2,768)                50        (2,718) 
 Other creditors                           (587)              (18)          (605) 
 Corporation tax                           (502)             (215)          (717) 
 Deferred tax liability                        -             (804)          (804) 
                                 ---------------  ---------------- 
 TOTAL LIABILITIES                       (4,207)             (984)        (5,191) 
                                 ---------------  ---------------- 
 NET ASSETS                                                                 2,264 
 Purchased goodwill capitalised                                             9,323 
                                                                    ------------- 
 Total consideration satisfied by 
  cash to vendor                                                           11,587 
                                                                    ------------- 
 
 

The fair value adjustment for the intangible assets relates to customer relationships, trade names and software. A related deferred tax liability has also been recorded as a fair value adjustment. Other adjustments relate to depreciation, bad debt provision and accrued income to bring these in line with Idox Group policies.

The fair value of assets acquired includes trade receivables of GBP2,312k. The gross amount due under contracts is GBP2,726k of which GBP414k is expected to be uncollectible. Other receivables are considered to be fully recoverable.

The revenue included in the consolidated statement of comprehensive income since 15 November 2011, contributed by CTSpace was GBP8,996k. CTSpace also contributed a profit after tax of GBP1,098k for the same period. If CTSpace had been included from 1 November, it would have contributed revenue of GBP9,398k and a profit after tax of GBP965k.

Acquisition costs of GBP488k have been charged to profit or loss within corporate finance costs in the consolidated statement of comprehensive income.

Opt2Vote

On 27 March 2012, the Group acquired the entire share capital of Opt2Vote Ltd, one of the UK's leading providers of electoral managed services and innovative democracy solutions, for a maximum cash consideration of GBP3.5m. Control passed on the date of acquisition.

Opt2Vote provides expertise and knowledge across all areas of election management and specialises in the provision of managed services solutions and innovation in areas such as e-Counting and Early Voting. Opt2Vote supplies electronic vote counting solutions to the 32 Scottish local authorities as well as managed print services to UK councils. It is based in Londonderry, Northern Ireland. Opt2Vote products and services will complement solutions provided by Strand Electoral Software, acquired by IDOX in 2010 and will enable the Group to deliver a comprehensive range of democratic solutions and managed services.

Goodwill arising on the acquisition of Opt2Vote has been capitalised and consists largely of the workforce value, synergies and economies of scale expected from combining the operations of Opt2Vote with Idox. None of the goodwill recognised is expected to be deductible for income tax purposes. The purchase of Opt2Vote has been accounted for using the acquisition method of accounting.

 
 
                                                          Provisional 
                                     Book value                  fair     Fair value 
                                         GBP000     value adjustments         GBP000 
                                                               GBP000 
 Intangible assets                            -                 1,996          1,996 
 Property, plant and equipment               44                  (24)             20 
 Trade receivables                          181                     -            181 
 Corporation tax                            103                     -            103 
 Other receivables                           51                     5             56 
 Cash at bank                               633                     -            633 
                                  -------------  --------------------  ------------- 
 TOTAL ASSETS                             1,012                 1,977          2,989 
 
 Trade payables                            (81)                     -           (81) 
 Other creditors                           (73)                     -           (73) 
 Accruals                                 (307)                     3          (304) 
 Deferred tax liability                       -                 (478)          (478) 
 TOTAL LIABILITIES                        (461)                 (475)          (936) 
                                  -------------  -------------------- 
 NET ASSETS                                                                    2,053 
 Purchased goodwill capitalised                                                1,447 
                                                                       ------------- 
 Total consideration                                                           3,500 
                                                                       ------------- 
 

Satisfied by:

 
 Cash to vendor              2,700 
 Contingent consideration      800 
                            ------ 
 Total consideration         3,500 
                            ------ 
 

The fair values stated above for trade receivables, other receivables, trade payables, other creditors and accruals remain provisional. The fair value adjustment for the intangible assets relates to customer relationships, trade names and software. A related deferred tax liability has also been recorded as a fair value adjustment. The fair value of trade receivables is equal to gross contractual amounts receivable.

The revenue included in the consolidated statement of comprehensive income since 27 March 2012, contributed by Opt2Vote was GBP2,484k . Opt2Vote also contributed a profit after tax of GBP665k for the same period. If Opt2Vote had been included from 1 November, it would have contributed revenue of GBP2,993k and a profit after tax of GBP320k.

The earn out period is 1 July 2012 to 30 June 2013. The earn out arrangements require the Group to pay the former owners of Opt2Vote an amount to be determined by Revenue less associated direct costs in the earn out period, up to a maximum consideration of GBP800k less direct costs. The potential undiscounted amount of all future payments that the Group could be required to make is between GBPnil and GBP800k. GBP800k has been recognised at the date of acquisition, which represents the fair value of the contingent consideration.

Acquisition costs of GBP58k have been charged to profit or loss within corporate finance costs in the consolidated statement of comprehensive income.

Currency Connect

On 3 May 2012 the Group acquired the entire share capital Currency Connect Holdings BV ('Currency Connect'), a significant Dutch based grants advisory business, for a maximum cash consideration of EUR4.7m (GBP3.8m). Control passed on the date of acquisition.

Currency Connect provides expertise and knowledge that helps clients obtain funding for innovation projects through grant-based subsidies and research & development tax credits. It monitors and informs customers of innovation subsidies, prepares grant applications and administers the end-to-end process. In addition, Currency Connect provides grants management software and advises clients on process change to enable them to accelerate their innovation and consequent eligibility for related grants. The Currency Connect acquisition extends the current Idox Solutions grants offering, particularly in the growing innovation funding space.

Goodwill arising on the acquisition of Currency Connect has been capitalised and consists largely of the workforce value, synergies and economies of scale expected from combining the operations of Currency Connect with Idox. None of the goodwill recognised is expected to be deductible for income tax purposes. The purchase of Currency Connect has been accounted for using the acquisition method of accounting.

 
 
                                                          Provisional 
                                     Book value                  fair     Fair value 
                                         GBP000     value adjustments         GBP000 
                                                               GBP000 
 Intangible assets                            -                 2,513          2,513 
 Property, plant and equipment               80                     -             80 
 Trade receivables                          513                  (18)            495 
 Other receivables                          259                     -            259 
 Cash at bank                               118                     -            118 
                                  -------------  --------------------  ------------- 
 TOTAL ASSETS                               970                 2,495          3,465 
 
 Trade payables                            (36)                     -           (36) 
 Corporation tax                           (82)                     -           (82) 
 Other creditors                          (131)                     -          (131) 
 Accruals                                  (65)                     -           (65) 
 Deferred tax liability                       -                 (603)          (603) 
 TOTAL LIABILITIES                        (314)                 (603)          (917) 
                                  -------------  -------------------- 
 NET ASSETS                                                                    2,548 
 Purchased goodwill capitalised                                                1,304 
                                                                       ------------- 
 Total consideration                                                           3,852 
                                                                       ------------- 
 

Satisfied by:

 
 Cash to vendor              3,524 
 Contingent consideration      328 
                            ------ 
 Total consideration         3,852 
                            ------ 
 

Due to the timing of the acquisition, all fair values stated above are provisional. The fair value adjustment for the intangible assets relates to customer relationships, trade names and software. A related deferred tax liability has also been recorded as a fair value adjustment.

The fair value of assets acquired includes trade receivables of GBP514k. The gross amount due under contracts is GBP624k of which GBP110k is expected to be uncollectible. Other receivables are considered to be fully recoverable.

The revenue included in the consolidated statement of comprehensive income since 3 May 2012, contributed by Currency Connect was GBP1,185k . Currency Connect also contributed a profit after tax of GBP148k for the same period. If Currency Connect had been included from 1 November, it would have contributed revenue of GBP2,603k and a profit after tax of GBP657k.

The earn out period is 1 January 2012 to 31 December 2012. The earn out arrangement requires the Group to pay the former owners of Currency Connect an amount to be determined by gross revenue in the earn out period, up to a maximum of EUR400k. The potential undiscounted amount of all future payments that the Group could be required to make is estimated at EUR400k. EUR400k has been recognised at the date of acquisition, which represents the fair value of contingent consideration.

Acquisition costs of GBP109k have been charged to profit or loss within corporate finance costs in the consolidated statement of comprehensive income.

FMx

On 18 October 2012 the Group acquired the entire share capital of FMx Limited ('FMx'), a leading supplier of computer-aided facilities management ('CAFM') software, for a cash consideration of GBP5.6m. Control passed on the date of acquisition.

FMx, through its CAFM Explorer product, provides facilities management software solutions to corporate, public and commercial real estate customers in over 30 countries. CAFM Explorer is a comprehensive solution to manage all aspects of an operational facility including building management, maintenance, asset tracking and cost control. The addition of CAFM Explorer to the Idox EIM product range extends the division's existing project collaboration solution, now enabling it to encompass the lifecycle of a building, campus or facility. CAFM Explorer also provides the EIM division with a comprehensive solution for the estates departments of its existing asset intensive customers in Oil & Gas, Energy & Utilities and Process Manufacturing sectors. In addition, CAFM Explorer adds to the Group's offering of information and estate solutions to its local government customer base.

Goodwill arising on the acquisition of FMx has been capitalised and consists largely of the workforce value, synergies and economies of scale expected from combining the operations of FMx with Idox. None of the goodwill recognised is expected to be deductible for income tax purposes. The purchase of FMx has been accounted for using the acquisition method of accounting.

 
 
                                                          Provisional 
                                     Book value                  fair     Fair value 
                                         GBP000     value adjustments         GBP000 
                                                               GBP000 
 Intangible assets                            -                 1,231          1,231 
 Property, plant and equipment               56                     -             56 
 Trade receivables                          150                     -            150 
 Other receivables                          709                     -            709 
 Cash at bank                               666                     -            666 
                                  -------------  --------------------  ------------- 
 TOTAL ASSETS                             1,581                 1,231          2,812 
 
 Trade payables                            (33)                     -           (33) 
 Corporation tax                           (45)                     -           (45) 
 Other creditors                          (728)                  (15)          (743) 
 Accruals                                 (158)                     -          (158) 
 Deferred tax liability                       -                 (295)          (295) 
 TOTAL LIABILITIES                        (964)                 (310)        (1,274) 
                                  -------------  -------------------- 
 NET ASSETS                                                                    1,538 
 Purchased goodwill capitalised                                                4,030 
                                                                       ------------- 
 Total consideration satisfied by cash 
  to vendor                                                                    5,568 
                                                                       ------------- 
 

Due to the timing of the acquisition, all fair values stated above are provisional. The fair value adjustment for the intangible assets relates to customer relationships, trade names and software. A related deferred tax liability has also been recorded as a fair value adjustment.

The fair value of trade receivables is equal to the gross contractual amounts receivable. All other receivables are considered to be fully recoverable.

The revenue included in the consolidated statement of comprehensive income since 18 October 2012, contributed by FMx was GBP86k . FMx also contributed a profit after tax of GBP25k for the same period. If FMx had been included from 1 November, it would have contributed revenue of GBP2,918k and a loss after tax of GBP41k.

Acquisition costs of GBP28k have been charged to profit or loss within corporate finance costs in the consolidated interim statement of comprehensive income.

Acquisition cash flows

Acquisition cash flows in the year are as follows:

 
 
                                                   Net cash 
Subsidiaries acquired during                        outflow 
 the year:                                           GBP000 
Interactive Dialogues                                 1,543 
CT Space                                             11,348 
Opt2Vote                                              2,067 
Currency Connect                                      3,406 
FMx                                                   4,902 
                                                   -------- 
                                                     23,266 
                                                   ======== 
 
Deferred consideration paid relating to previous     GBP000 
 year acquisitions 
Grantfinder Limited                                      68 
Lalpac Limited                                          252 
                                                        320 
                                                   ======== 
 

No fair value adjustments have been made in the year in respect of prior year acquisitions.

6 Post Balance Sheet Events

On 1 November 2012 the Group increased the acquisition Revolving Credit Facility from GBP10m to GBP15m.

7 Further Copies

Copies of this announcement and, on finalisation, the full annual report and accounts will be available, free of charge, for a period of one month from the Company's Nominated Adviser and Broker Investec Bank plc, 2 Gresham Street, London EC2V 7QP, Tel: 020 7597 5970 or from IDOX plc, 2nd floor, Chancery Exchange, London, EC4A 1AB, Tel: 0870 333 7101. Copies of the full financial statements will be made available to shareholders in due course.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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