TIDMIDOX

RNS Number : 1335X

IDOX PLC

08 January 2014

8 January 2014

IDOX plc

IDOX plc (AIM: IDOX, 'Idox' or 'the Group'), a leading supplier of software and services, announces final results for the year ended 31 October 2013.

Highlights

   --     Revenues from continuing operations up 3% to GBP57m (2012: GBP55m*); 

- Engineering Information Management Division revenues now 34% of total (2012: 32%)

- 33% of revenues generated internationally (2012: 33%) with growth in mainland Europe and a decline in the US

   --     Adjusted EBITDA** fell 9% to GBP15.0m (2012: GBP16.6m) 
   --     Adjusted profit before tax*** GBP13.2m (2012: GBP14.8m) 
   --     Profit before tax down 5% to  GBP7.5m (2012: GBP7.9m) 
   --     Adjusted EPS*** 3.53p (2012: 3.83p), Basic EPS 2.17p (2012: 1.94p) 

-- Final proposed dividend of 0.4p (2012: 0.4p), total for year 0.7p (2012: 0.675p), 4% increase over last year

   --     In 2013, 61% of Public Sector revenue and 51% of EIM revenue were from recurring business 

Completed and integrated GBP2m of acquisitions funded by cash flow and acquisition debt facility resulting in year-end net debt of GBP19.8m (2012: GBP21.5m)

   --      Idox Elections appointed by Norwegian Ministry for general election 

-- Acquisition of Artesys International extending geographical reach of Engineering Information Management into Africa

   --     Since September, EIM division has won three new contracts worth over $5.5m 
   --     Disposal of non-core recruitment business TFPL Limited 

Martin Brooks, Chairman of Idox, commented:

"Despite the disappointments in 2013, the Group has continued to develop its market leading positions in its two technically linked chosen markets of Public Sector Software and Engineering Information Management.

Operational and managerial issues were identified earlier in the year and an ongoing corrective programme is underway, already resulting in a good recovery in the second half of the year, which generated GBP9.2m of EBITDA in H2, ahead of last year. The Group's portfolio of businesses has also been simplified with a greater focus on our higher margin activities going forward. We have continued to enjoy good competitive wins in our Public Sector business and we have also been able to demonstrate this in the Engineering Information Management market by announcing three new major contracts since September.

As a result the Group starts the new financial year in an improved position in terms of capability, reliability and revenue visibility going forward."

* Adjusted from GBP57.9m due to sale of TPFL Ltd in June 2013

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

*** Adjusted profit before tax and adjusted EPS excludes amortisation, restructuring, acquisition and share option costs

Enquiries:

Idox plc +44 (0) 20 7332 6000

Martin Brooks, Chairman

Richard Kellett-Clarke, Chief Executive

   N+1 Singer (NOMAD and Broker)                                                +44 (0) 20 7496 3000 

Shaun Dobson / Nick Donovan

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 Division 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. It 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.

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

2013 was a disappointing year for Idox, following an outstanding 2012. Our core Public Sector Software Division (PSS) has continued to perform strongly, but our Engineering Information Management Division (EIM) failed to complete the required number of large scale Enterprise software sales in the period, although most of these prospects remain to be completed in what continues to be a substantial pipeline. Therefore profit before tax from continuing operations fell by GBP429,000 on a modest GBP1.9 million rise in continuing Group revenues.

As a result we have taken a number of positive actions including strengthening and deepening our senior management team overall where there have been a number of significant changes, particularly in the EIM division which begins the year under new leadership. This includes adding to the group management capability by recruiting a corporate lawyer. This process will culminate in the appointment of a new Group CFO to the Board.

During the year we have also taken the opportunity to restructure and simplify Idox by disposing of the non-core recruitment division TFPL Limited. We have refocused the business on our core two divisions; Public Sector Software (PSS) and Engineering Information Management (EIM). Our Information Solutions business which largely supplies the public sector with content has been absorbed and integrated into the PSS division. This continuing integration process together with the termination period of a number of UK building leases will afford us considerable cost rationalisation opportunities in the current financial year.

We continue to place greater emphasis on longer term customer relationships in our PSS division and increasingly in EIM as well, through managed service and "zero infrastructure" client agreements utilising our data centres and cloud based solutions. In PSS we have been successful in winning a number of notable clients from our competition on this basis and we are now adopting this model for EIM which has already proven successful, with the award of long-term extensions to two existing document management managed service contracts, worth over USD 3 million in total for the first year.

The extension of the business into international markets has continued and now includes the PSS division where we have won a significant portion of the Norwegian government election management business. We now have an EIM presence in Africa's fast growing energy sector via our acquisition of Artesys, and the large Enterprise sale we secured with PSEG Nuclear in New Jersey, USA has deepened our increasing involvement with the nuclear industry in three continents. Despite the disappointments in EIM, the division has increased its overall significance to the Group accounting for 34% of revenues (2012: 32%), with EMEA sales enjoying positive momentum. We remain confident that opportunities in North America, where the historic focus of our business is, as well as across the rest of the world, will come through this year and in the future as large organisations start committing greater amounts of their generally improving cash reserves to corporate asset infrastructure renewal and development.

In terms of governance and risk management, we took on board that we needed to strengthen and deepen our management capability as we are now a much larger global organisation than we were last year, with our clients operating across many industries and across much of the developed and developing world. Idox has had a long tradition of running a very lean business in terms of costs and people and we now recognise that we need more depth and capability across the Group to manage our newer activities around the world and provide more cover and support when needed in critical management positions. In addition, the complexities of the sales process for both software and services in large global organisations means we need to be more competitive in terms of management skills. We have achieved this during the last year by external recruitment, internal promotion and some departures which will put us in a much stronger position for 2014.

We have also continued to add to the capability and independence of our board by recruiting Jeremy Millard of Smith Square Partners and lately of Rothschild as a financially and technically experienced Chartered Accountant and City professional in the TMT sector. Jeremy joins the board as a non-executive director. Jeremy was awarded a first class honours engineering degree at Cambridge and honed his operational management skills at Mars and the Ministry of Defence before moving into corporate finance. During the year Christopher Wright stood down as our longest serving non-executive director having joined the board ahead of Idox's flotation. Christopher's international investment banking and management background, together with his advice on the board has been of great value and we wish him well for the future. This board development process will continue in the current financial year with the further appointment of an experienced non-executive director familiar with the larger size of organisation to which we aspire.

Notwithstanding the disappointing trading year, the board proposes subject to shareholder approval a final dividend of 0.4p, resulting in a total of 0.7p for the year, a modest 3.7% increase over 2012, in line with maintaining our progressive dividend policy.

I would like to thank our staff, advisers and shareholders for their support in what has been a challenging year for the Group. Such difficult times require that extra degree of fortitude, but the board believes that, following the streamlining of the business and operational and management changes that have been implemented, the Group is now better positioned to build on its underlying strengths and high market share in its two chosen markets to deliver an improved 2014.

Chief Executive's Review

We are disappointed to report a set of results for the Group for the year which are below our expectations at the start of 2013, although they do not truly represent the substantial improvements that have been made this year. We do believe we have made good progress and are laying good foundations to make further progress in the years ahead.

We started the year with some challenging, and over optimistic goals and objectives, and immediately met some head winds that blew us off course. Illness, macro-economic and market factors, growth pains from the merger of several businesses, and the loss of key staff all contributed to a slow start to the year. The recovery has been challenging alongside addressing a number of issues in the business, but the strong second half performance attests to resolving those issues.

The PSS division started the year slowly but gathered momentum throughout the period resulting in our most successful year yet in market share gains with over 108 new systems (2012: 76) won in the year. The challenge in 2013 which depressed revenues, came from the change in mix away from software purchases to more managed and hosted solutions. Although signed order value was 69% up on the previous year, recognisable revenue is only marginally up. The division ended the year with over 90% market share in its core target markets and with encouraging wins in other local government departments where we have been asked to assist in delivering improved services at lower cost.

This year has seen the division begin to expand into overseas territories, winning its first frame work agreement for elections in Norway and supplying to 30% of the Norwegian market. 2014 will see further investment to sow the seeds for overseas expansion in 2015. The division has continued to improve its operational efficiency as well as successfully deliver all its services on time, thus building on our goal to be the partner of choice for local government.

The EIM division had a challenging year. The 31% growth in revenues in 2012 which added size and complexity to the business, the roll-out of large contracts, the addition of two acquisitions, and the impact of large macro-economic factors deferring decisions in the customer base, caused a few problems which it has taken time to respond to. The expected growth in Asia and the execution of large enterprise deals were delayed due to customer nervousness around economic factors and a focus to improve return on existing assets, rather than to invest in the future. The integration of our acquisitions have proven challenging both in cultural fit and language issues, but this is close to being behind us. We started the year looking to strengthen the management team and this has taken the whole year to achieve with new management in professional services, and the appointment of a new divisional CEO.

In spite of all of this the division still managed to introduce new mobile Apps, web-based enquiry tools, communication and interoperability interfaces between the various systems, internationalisation of the products, Building Information Management (BIM) compliance for Architectural Engineering and Construction (AEC) customers, integrated document and facilities management, as well as upgrades to the customer interfaces, and to broaden the ability of the systems to extend from feed, design, deliverables, into operations with the acquisition of Artesys. Artesys is also close to delivering an upgrade to their solution in collaboration with Documentum using their D2 platform. New contract wins were disappointing as they were in line with the previous year's activity levels, excluding last year's two large enterprise sales wins.

McLaren also launched its first BPO service in the year and it has subsequently expanded this by the year end.

The Information Solutions division was merged into the PSS division to streamline the business and drive further operating efficiencies. Its project work continued to be adversely affected by government cut backs and it did not manage to increase its managed content service revenues. The Dutch business grew market share but this was offset by the reduction in the Dutch government grant rate.

Outlook

The focus for 2014 and beyond is on improving organic growth, operational improvement and innovation.

We will continue to concentrate on growing top line revenue in both parts of the business which is now refocused on our two core activies, and look to expand our public sector business into new areas both in the UK and overseas. We also expect to close a large proportion of the EIM pipeline deals, now we have bolstered the senior management team and improved the way we respond to our customers' requirements.

Our aim is to continue to grow our non UK revenues and to invest to strengthen our domain specific expertise in our chosen markets.

We believe the Group is well placed to benefit from an improving economic outlook and today has the technical capability to deliver unique solutions to its customers and future proof their investment and commitment in Idox's solutions.

Financial Review

Group revenues from continuing operations grew by 3% to GBP57m (2012: GBP55m) due to organic growth in the PSS division and the impact of the three acquisitions made during 2012. The Group maintained the geographical split of its revenues with 33% generated outside of the UK (2012: 33%). Gross profit earned was 4% higher at GBP52m (2012: GBP50m) and the Group saw an increase in gross margin from 90% to 91% as a result of an increased mix of higher margin software business. Earnings before goodwill, amortisation, depreciation, restructuring, acquisition and share option costs ("Adjusted EBITDA") decreased by 9% to GBP15.0m (2012: GBP16.6m) with EBITDA margins of 26% (2012: 30%).

Performance by segment

The Group made a significant step forward to increase the focus of the business with the sale of its recruitment business at the half year. Following the disposal, the Group has been reorganised into two operating segments; Public Sector Software, the merger of the original public sector business and Information Solutions divisions, and Engineering Information Management.

The PSS division, which accounted for 66% of Group revenues (2012: 68%), delivered revenues of GBP38m (2012: GBP37.6m). Product and services revenue grew organically by 10% on the previous year. Election revenue remained stable at GBP2.4m, reflecting a real decrease from 2012. It benefited from the full year impact of the acquisition of Opt2Vote election managed services business in March 2012, and the expansion of that business into Norway, but this was offset by the absence of revenue from fewer local elections in 2013. Solutions project income fell by 54% (GBP0.4m) due to a lack of tenders in poor market conditions.

Recurring revenues within the PSS division were 61% (2012: 62%) excluding election revenue. The decrease in recurring revenues is due to the wind down of the capital value of the managed service contracts acquired in March 2010 for the provision of land and property information solutions. Renewal rates on grant subscriptions performed well in poor market conditions and remained consistent with prior years. Divisional Adjusted EBITDA fell by 5% to GBP10.6m (2012: GBP11.3m), delivering a 28% margin, a 2% drop on 2012 due to the inclusion of the lower gross margin e-learning and solutions training and information projects business.

The EIM division accounted for 34% of Group revenues (2012: 32%) and had revenue growth of 8% to GBP19.2m (2012: GBP17.7m). This growth represents a full year of FMx and seven months of Artesys acquired on 9 April 2013. Visibility of revenue in the EIM business has also increased during the year with 51% (2012: 48%) of revenues coming from recurring maintenance and Software-as-a-Service ("SaaS") contracts. The business is also becoming increasingly international within 76% of revenues generated outside the UK; 46% USA, 22% Europe and Asia, and 8% from Australia.

EBITDA for the EIM business decreased to GBP4.4m (2012: GBP5.3m), 29% of the Group total. The decrease represents the reduction in licence deals in comparison to 2012 offset by additional contributions from FMx and Artesys plus cost synergies. Margins decreased to 23% (2012: 30%) reflecting the absence of organic growth on licence sales and the impact of integration costs relating to the acquired businesses.

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, restructuring, acquisition and share option costs.

Adjusted profit before tax decreased 10% to GBP13.2m (2012: GBP14.8m). Staff costs increased by 8% to GBP28m (2012: GBP26m). The GBP2.5m increase in staff costs was due to 12 months of the 2012 acquisitions and 7 months of Artesys. Real staff costs fell as a result of cost savings. Other administrative expenses increased by 18% to GBP8.9m (2012: GBP7.5m). 48% of the increase was due to a full year of acquisitions and the new acquisition in 2013. Travel costs increased due to increased revenues in new territories with the elections and EIM businesses.

Financing costs reduced from GBP1.3m to GBP1.2m and includes interest payable of GBP0.9m (2012: GBP0.9m) and amortisation of the loan facility fees of GBP0.16m (2012: GBP0.2m).

Reported profit before tax decreased by 5% to GBP7.5m (2012: GBP7.9m). Amortisation of intangibles increased from GBP4.6m to GBP5.3m as a result of acquisitions made during the year and a full year of 2012 acquisitions. Restructuring charges of GBP0.5m (2012: GBP0.4m) relate to the integration of acquisitions made during the year plus internal reorganisations. There was a one off benefit of GBP0.8m included in acquisition costs related to the release of earn-out obligations on the Opt2Vote acquisition which did not become payable. Excluding this GBP0.8m benefit acquisition costs reduced to GBP0.2m (2012: GBP1.1m) representing GBP0.64m acquisition costs for Artesys and other aborted acquisition fees.

The Group continues to invest in developing innovative technology solutions and has incurred capitalised Research and Development costs of GBP1.3m (2012: GBP0.8m). Research and development costs expensed in the year were GBP3.8m (2012: GBP3.2m).

Taxation

The Group's effective tax rate for the year was -12.75% compared to 3% in 2012. The reduction in the effective rate of tax is the result of recognition of a deferred tax asset in relation to previously unrecognised losses within the EIM business and recognition of a deferred tax asset in respect of share options. Excluding the effect of recognising the deferred tax asset the effective tax rate was 13%. Unrelieved trading losses of GBP2,652,000 in the UK remain available to offset against future taxable trading profits. Unrelieved trading losses arising overseas of GBP3,286,000 have been recognised during the year. The board believe the Group will benefit from these tax losses in the future.

Earnings per share and dividends

Adjusted earnings per share fell 8% to 3.53p (2012: 3.83p). Diluted adjusted earnings per share fell 7% to 3.38p (2012: 3.63p).

Basic earnings per share were up 12% to 2.17p (2012: 1.94p). Diluted earnings per share increased by 13% to 2.07p (2012: 1.84p).

The Board proposes a final dividend of 0.4p, to give a full year dividend of 0.7p (2012: 0.675p). Subject to approval at the Annual General Meeting, the final dividend will be paid on 25 April 2014 to shareholders on the register at 11 April 2014.

Balance sheet and cashflows

Idox's balance sheet continued to strengthen during the year and at 31 October 2013 net assets were GBP44.7m compared to GBP38.9m at 31 October 2012.

Cash generated from operating activities before tax as a percentage of Adjusted EBITDA was 79%, up from 75% in the previous year.

The Group ended the year with net debt of GBP19.8m (2012: GBP21.5m) after making acquisition related payments (net of cash acquired) of GBP1.8m and after total dividends of GBP2.4m. The Group's total signed debt facilities at 31 October 2013 stood at GBP30.4m, a combination of a term loan and flexible working capital and acquisition revolving credit facilities. The working capital facility of GBP8m is due to expire during the next 12 months, however this is expected to be renegotiated with the bank on similar terms; the Company have not sought written confirmation that the facility will be renewed. The board has considered the headroom in the bank facilities and are comfortable that unless there was a substantial deterioration in trading, Group budgets do not indicate any covenant breaches on the bank facilities currently in place.

Deferred income, representing invoiced maintenance and SaaS contracts yet to be recognised in revenue stood at GBP13.9m at 31 October 2013 (2012: GBP13.5m), increasing visibility of revenue in the new financial year.

Consolidated Statement of Comprehensive Income for the year ended 31 October 2013

 
                                                                             As restated 
  Continuing operations                           Note            2013              2012 
                                                                GBP000            GBP000 
 
Revenue                                              2          57,319            55,382 
Cost of sales                                                  (5,298)           (5,335) 
                                                            ----------       ----------- 
Gross profit                                                    52,021            50,047 
Administrative expenses                                       (36,967)          (33,430) 
 
Earnings before goodwill impairment, 
 amortisation, depreciation, restructuring, 
 acquisition costs and share option 
 costs                                                          15,054            16,617 
Depreciation                                                     (722)             (589) 
Amortisation                                                   (5,388)           (4,609) 
Restructuring costs                                              (525)             (406) 
Acquisition costs                                                  664           (1,109) 
Share option costs                                               (499)             (707) 
 
Operating profit                                                 8,584             9,197 
Finance income                                                     138                18 
Finance costs                                                  (1,209)           (1,273) 
                                                            ----------       ----------- 
Profit before taxation                                           7,513             7,942 
-------------------------------------------------  ---      ----------  ---  ----------- 
Analysed as: 
 Adjusted profit before tax                                     13,261            14,773 
Amortisation of intangibles                                    (5,388)           (4,609) 
Restructuring costs                                              (525)             (406) 
Acquisition costs                                                  664           (1,109) 
Share option costs                                               (499)             (707) 
-------------------------------------------------  ---      ----------  ---  ----------- 
Income tax credit / (expense)                        3             851             (201) 
                                                            ----------       ----------- 
Profit for the year from continuing 
 operations                                                      8,364             7,741 
                                                            ----------       ----------- 
 
Discontinued operations 
 Net results for the year from discontinued 
 operations                                          4           (519)           (1,036) 
Loss on disposal of discontinued operations          4           (322)                 - 
                                                            ----------       ----------- 
Net result for the year from discontinued 
 operations                                                      (841)           (1,036) 
 
Total operations 
                                                            ----------       ----------- 
Net result for the year attributable 
 to owners of the parent                                         7,523             6,705 
                                                            ----------       ----------- 
 
Other comprehensive income for the 
 year 
 Items that will be reclassified subsequently 
 to profit or loss: 
 Exchange gains on retranslation of 
 foreign operations                                                 43                61 
                                                            ----------       ----------- 
Other comprehensive income for the 
 year, net of tax                                                   43                61 
                                                            ----------       ----------- 
Total comprehensive income for the 
 year attributable to owners of the 
 parent from continuing operations                               7,566             6,766 
                                                            ==========       =========== 
 
Earnings per share from continuing 
 and discontinued operations attributable 
 to owners of the parent during the 
 year 
Basic earnings per share 
From continuing operations                           5           2.41p             2.24p 
From discontinued operations                         5         (0.24p)           (0.30p) 
                                                            ----------       ----------- 
From total operations                                            2.17p             1.94p 
                                                            ----------       ----------- 
 
Diluted earnings per share 
From continuing operations                           5           2.30p             2.12p 
From discontinued operations                         5         (0.23p)           (0.28p) 
                                                            ----------       ----------- 
From total operations                                            2.07p             1.84p 
                                                            ----------       ----------- 
 
 

Consolidated Balance Sheet at 31 October 2013

 
                                     2013    2012 
                                   GBP000  GBP000 
ASSETS 
Non-current assets 
Property, plant and equipment         850     817 
Intangible assets                  69,484  71,371 
Deferred tax assets                 2,509   1,417 
Other receivables                   1,723   1,863 
                                   ------  ------ 
Total non-current assets           74,566  75,468 
                                   ------  ------ 
 
Current assets 
Trade and other receivables        17,344  15,050 
Cash and cash equivalents           3,399   3,640 
Total current assets               20,743  18,690 
                                   ------  ------ 
 
Total assets                       95,309  94,158 
                                   ------  ------ 
 
LIABILITIES 
Current liabilities 
Trade and other payables            4,662   5,460 
Other liabilities                  16,790  17,286 
Provisions                             56      76 
Current tax                           985   1,020 
Derivative financial instruments       66     136 
Borrowings                          3,732   2,300 
Total current liabilities          26,291  26,278 
                                   ------  ------ 
 
Non-current liabilities 
Deferred tax liabilities            4,870   6,101 
Borrowings                         19,462  22,879 
                                   ------  ------ 
Total non-current liabilities      24,332  28,980 
                                   ------  ------ 
Total liabilities                  50,623  55,258 
                                   ------  ------ 
Net assets                         44,686  38,900 
                                   ======  ====== 
 
EQUITY 
Called up share capital             3,493   3,485 
Capital redemption reserve          1,112   1,112 
Share premium account              10,355  10,197 
Treasury reserve                     (12)   (107) 
Share options reserve               1,955   1,825 
Merger reserve                      1,294   1,294 
ESOP trust                          (142)    (95) 
Foreign currency retranslation 
 reserve                              145     102 
Retained earnings                  26,486  21,087 
                                   ------  ------ 
Total equity                       44,686  38,900 
                                   ======  ====== 
 
 

Consolidated Statement of Changes in Equity at 31 October 2013

 
                                 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 
 At 31 October 2013              GBP000 
 Balance at 1 November 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 
                               --------  -----------  --------  ---------  --------  --------  -------  --------------  ---------  -------- 
 Balance at 31 October 2012       3,485        1,112    10,197      (107)     1,825     1,294     (95)             102     21,087    38,900 
                               ========  ===========  ========  =========  ========  ========  =======  ==============  =========  ======== 
 Issue of share capital               8            -       158          -         -         -        -               -          -       166 
 Transfer on exercise of 
  share options                       -            -         -         95      (83)         -        -               -         31        43 
 Share options granted                -            -         -          -       290         -        -               -        206       496 
 Disposal of share options                                                     (77)                                            77         - 
 ESOP trust                           -            -         -          -         -         -     (47)               -          -      (47) 
 Equity dividends paid                -            -         -          -         -         -        -               -    (2,438)   (2,438) 
 Transactions with owners             8            -       158         95       130         -     (47)               -    (2,124)   (1,780) 
                               --------  -----------  --------  ---------  --------  --------  -------  --------------  ---------  -------- 
 Profit for the period                -            -         -          -         -         -        -               -      7,523     7,523 
 Other comprehensive income 
 Exchange gains on 
  retranslation 
  of foreign operations               -            -         -          -         -         -        -              43          -        43 
 Total comprehensive income 
  for the period                      -            -         -          -         -         -        -              43      7,523     7,566 
                               --------  -----------  --------  ---------  --------  --------  -------  --------------  ---------  -------- 
 At 31 October 2013               3,493        1,112    10,355       (12)     1,955     1,294    (142)             145     26,486    44,686 
                               --------  -----------  --------  ---------  --------  --------  -------  --------------  ---------  -------- 
 
 

Consolidated cash flow statement for the year ended 31 October 2013

 
                                                  As restated 
                                            2013         2012 
                                          GBP000       GBP000 
Cash flows from operating activities 
Profit for the period before 
 taxation                                  7,513        7,942 
Adjustments for: 
Depreciation                                 723          589 
Amortisation                               5,388        4,609 
Finance income                              (33)         (18) 
Finance costs                                973          791 
Interest rate swap liability                (70)          136 
Debt issue costs amortisation                159          109 
Share option costs                           499          544 
Exchange losses                               42           60 
Movement in receivables                  (1,675)      (2,765) 
Movement in payables                     (1,663)          452 
                                        --------  ----------- 
Cash generated by operations              11,856       12,449 
 
Tax on profit paid                       (1,728)      (2,560) 
Cash generated from discontinued 
 operations                                (285)        (154) 
Net cash from operating activities         9,843        9,735 
 
Cash flows from investing activities 
Acquisition of subsidiaries 
 net of cash acquired                    (1,779)     (23,266) 
Deferred consideration paid 
 relating to subsidiaries acquired 
 in prior period                           (585)        (320) 
Purchase of property, plant 
 and equipment                             (774)        (523) 
Purchase of intangible assets            (1,696)      (1,240) 
Disposal of discontinued operation           312            - 
Finance income                                33           18 
                                        --------  ----------- 
Net cash used in investing activities    (4,489)     (25,331) 
 
Cash flows from financing activities 
Interest paid                              (853)        (620) 
New loans                                  8,900       27,800 
Loan related costs                         (123)        (430) 
Loan repayments                         (11,322)      (2,300) 
Equity dividends paid                    (2,438)      (2,196) 
Sale/purchase of own shares                  241        (610) 
                                        --------  ----------- 
Net cash flows from financing 
 activities                              (5,595)       21,644 
 
Net movement on cash and cash 
 equivalents                               (241)        6,048 
                                        --------  ----------- 
Cash and cash equivalents at 
 the beginning of the period               3,640      (2,408) 
                                        --------  ----------- 
Cash and cash equivalents at 
 the end of the period                     3,399        3,640 
                                        ========  =========== 
 
 

Notes to the announcement

For the year ended 31 October 2013

1 ACCOUNTING POLICIES

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 2013 within the meaning of section 434 of the Companies Act 2006. The financial information for the year ended 31 October 2012 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 2013 are expected to be finalised on the basis of the financial information presented by the directors in this preliminary announcement.

Restatement of comparative figures

The Group have restated the 2012 comparative figures to show the results of TFPL Limited as a discontinued operation.

Amounts recoverable on contracts are included in trade and other receivables and represent revenue recognised in excess of payments on account. Amounts recoverable on contracts of GBP1,863k have been restated for the prior year to disclose this balance as being a non-current asset. This was previously disclosed in the notes to the financial statements as a long term debtor however it had been disclosed within total current assets on the balance sheet. This has now been restated for comparative purposes.

2 SEGMENTAL ANALYSIS

As at 31 October 2013, the Group is primarily organised into two main operating segments, which are detailed below. On 1 July 2013 the recruitment segment was sold. As Recruitment was a separately identifiable operating segment the results for the period ended 31 October 2013, and comparative periods, have been reclassified as a discontinued operation. On 1(st) September 2013 following an internal reorganisation, the Information Solutions segment was combined with Public Sector Software. The results for the period are included within the Public Sector Software Segment and the comparative periods have been restated.

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 and information service solutions to local government customers and public sector organisations across a broad range of departments

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

Segment revenue comprises sales to external customers and excludes gains arising on the disposal of assets and finance income. Segment profit reported to the Board represents the profit earned by each segment before the allocation of taxation, Group interest payments and Group acquisition 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 2013 are as follows:

 
                                        Continuing  Discontinued 
                                        operations    operations   Total operations 
                                            GBP000        GBP000             GBP000 
 
Revenues from external 
 customers 
United Kingdom                              38,369         1,226                39,595 
USA                                          8,862             -                 8,862 
Europe                                       7,990            76                 8,066 
Australia                                    1,470             -                 1,470 
Rest of World                                  628             5                633 
                                       -----------  ------------   ---------------- 
                                            57,319         1,307             58,626 
                                       ===========  ============   ================ 
 
 

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

 
                          Continuing  Discontinued 
                          operations    operations  Total operations 
                              GBP000        GBP000            GBP000 
Revenues from external 
 customers 
United Kingdom                37,237         2,451            39,688 
USA                           10,635             -            10,635 
Europe                         5,676            56             5,732 
Australia                      1,603             -             1,603 
Rest of World                    231            14               245 
                         -----------  ------------  ---------------- 
                              55,382         2,521            57,903 
                         ===========  ============  ================ 
 

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

 
 
The segment results by business            Public                   Total     Recruitment 
 unit for the year ended 31 October        Sector              continuing   (discontinued 
 2013 are as follows:                    Software       EIM    operations      operation)     Total 
                                           GBP000    GBP000        GBP000          GBP000    GBP000 
 
Revenues from external customers           38,077    19,242        57,319           1,307    58,626 
Cost of sales                             (3,431)   (1,867)       (5,298)           (717)   (6,015) 
                                        ---------  --------  ------------  --------------  -------- 
Gross profit                               34,646    17,375        52,021             590    52,611 
Operating costs                          (24,004)  (12,963)      (36,967)           (643)  (37,610) 
                                        ---------  --------  ------------  --------------  -------- 
 
  Profit before interest, tax, 
  depreciation, amortisation, 
  impairment, share option costs, 
  acquisition costs and restructuring 
  costs                                    10,642     4,412        15,054            (53)    15,001 
 
Depreciation                                (589)     (133)         (722)             (1)     (723) 
Amortisation                              (4,138)   (1,250)       (5,388)               -   (5,388) 
Impairment on goodwill                          -         -             -           (457)     (457) 
Share option costs                          (415)      (84)         (499)            (12)     (511) 
Restructuring                               (335)     (190)         (525)               -     (525) 
Acquisition costs                             841      (89)           752               -       752 
                                        ---------  --------  ------------  --------------  -------- 
Profit before interest and taxation         6,006     2,666         8,672           (523)     8,149 
Finance income                                132      (64)            68               -        68 
Finance costs                                (86)      (29)         (115)               -     (115) 
Segment profit (see reconciliation 
 below)                                     6,052     2,573         8,625           (523)     8,102 
                                        ---------  --------  ------------  --------------  -------- 
 
 
 
The segment results by business            Public                   Total     Recruitment 
 unit for the year ended 31 October        Sector              Continuing   (discontinued 
 2012 are as follows:                    Software       EIM    Operations      operation)     Total 
                                           GBP000    GBP000        GBP000          GBP000    GBP000 
 
Revenues from external customers           37,642    17,740        55,382           2,521    57,903 
Cost of sales                             (3,988)   (1,347)       (5,335)         (1,210)   (6,545) 
                                        ---------  --------  ------------  --------------  -------- 
Gross profit                               33,654    16,393        50,047           1,311    51,358 
Operating costs                          (22,360)  (11,070)      (33,430)         (1,226)  (34,656) 
                                        ---------  --------  ------------  --------------  -------- 
 
  Profit before interest, tax, 
  depreciation, amortisation, 
  impairment, share option costs, 
  acquisition costs and restructuring 
  costs                                    11,294     5,323        16,617              85    16,702 
 
Depreciation                                (463)     (126)         (589)             (7)     (596) 
Amortisation                              (3,645)     (964)       (4,609)             (9)   (4,618) 
Impairment of goodwill                          -         -             -         (1,018)   (1,018) 
Share option costs                          (605)     (102)         (707)            (24)     (731) 
Restructuring                               (365)      (41)         (406)            (59)     (465) 
Acquisition costs                           (254)     (815)       (1,069)               -   (1,069) 
                                        ---------  --------  ------------  --------------  -------- 
Profit before interest and taxation         5,962     3,275         9,237         (1,032)     8,205 
Finance income                                  3         1             4               -         4 
Finance costs                                (13)     (129)         (142)             (4)     (146) 
                                        ---------  --------  ------------  --------------  -------- 
Segment profit (see reconciliation 
 below)                                     5,952     3,147         9,099         (1,036)     8,063 
                                        ---------  --------  ------------  --------------  -------- 
 
 
                                          2013 
  Reconciliations of reportable 
  profit                                           2012 
                                        GBP000   GBP000 
Profit 
Total profit for reportable segments     8,102    8,063 
Group acquisition costs                   (88)     (40) 
Net financial costs                    (1,024)  (1,117) 
Discontinued operations loss*              523    1,036 
                                       -------  ------- 
Profit before taxation                   7,513    7,942 
                                       =======  ======= 
 

Group acquisition costs comprise legal fees in relation to aborted acquisitions. Net financial costs relate to Group bank loan interest, bank facility fee amortisation and fair value gain on financial derivatives which have not been included in reportable segments.

*Discontinued operations loss excludes Group costs allocated to the segment relating to acquisition costs relating to disposal.

3 INCOME TAX

 
                                                    Continuing  Continuing 
                                                    operations  operations 
The tax charge is made up as follows:                     2013        2012 
                                                        GBP000      GBP000 
Current tax 
UK corporation tax on profits for the period             1,611       1,455 
Foreign tax on overseas companies                          624       1,108 
Under/(over) provision in respect of prior 
 periods                                                 (652)        (70) 
                                                    ----------  ---------- 
Total current tax                                        1,583       2,493 
                                                    ---------- 
 
Deferred tax 
Origination and reversal of temporary differences      (2,195)     (1,712) 
Adjustment for rate change                               (165)       (580) 
Adjustments in respect of prior periods                   (74)           - 
                                                    ----------  ---------- 
Total deferred tax                                     (2,434)     (2,292) 
                                                    ----------  ---------- 
 
Total tax charge                                         (851)         201 
                                                    ==========  ========== 
 

The below current year deferred tax credit on discontinued activities arises on the non-utilisation of tax losses in the period up until the sale of TFPL Ltd on 1 July 2013.

 
                                                    Discontinued  Discontinued 
                                                      operations    operations 
The tax charge is made up as follows:                       2013          2012 
                                                          GBP000        GBP000 
Current tax 
UK corporation tax on profits for the period                   -             - 
Foreign tax on overseas companies                              -             - 
Under/(over) provision in respect of prior                     -             - 
 periods 
                                                    ------------  ------------ 
Total current tax                                              -             - 
                                                    ------------ 
 
Deferred tax 
Origination and reversal of temporary differences            (4)             - 
Adjustment for rate change                                     1             - 
Adjustments in respect of prior periods                        -             - 
                                                    ------------  ------------ 
Total deferred tax                                           (3)             - 
                                                    ------------  ------------ 
 
Total tax charge                                             (3)             - 
                                                    ============  ============ 
 
 
 
Factors affecting the tax charge in the              2013 
 period:                                                      2012 
                                                   GBP000   GBP000 
 
Profit before taxation on continuing operations     6,669    6,906 
                                                  =======  ======= 
 
Profit on ordinary activities multiplied 
 by the standard 
rate of corporation tax in the UK of 23% 
 (2012: 24%)                                        1,534    1,657 
 
Effects of: 
Capital allowances in excess of depreciation            -       17 
Other timing differences                                -      864 
Deferred tax on losses, intangibles and 
 other movements                                        -  (1,350) 
Share option deduction                               (36)    (182) 
Tax losses utilised                                  (48)    (689) 
Recognition of previously unrecognised deferred 
 tax                                              (1,744)    (941) 
Non-deductible expenses                               424      900 
Prior year over-provision                           (726)     (75) 
Non-taxable income                                  (360)      (3) 
Adjustment for tax rate differences in foreign 
 jurisdictions                                         42        - 
R&D enhanced relief                                  (43)     (10) 
Foreign tax suffered                                   69       13 
Deferred tax on acquisitions/disposal                  37        - 
                                                    (851)      201 
                                                  =======  ======= 
 
 

Movement on trading losses during 2013 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 2012                   4,089            -             4,089         940 
Recognised during the year              2,439        3,286             5,725       1,317 
Utilised during the year              (3,876)        (343)           (4,219)       (970) 
Adjustment for difference 
 between standard rate of tax 
 at 23% and deferred tax rate 
 at 21%                                     -            -                 -       (112) 
                                -------------  -----------  ----------------  ---------- 
                                        2,652        2,943             5,595       1,175 
                                =============  ===========  ================  ========== 
 
Unrecognised trading losses 
 
As at 1 November 2012                       -           21                21           3 
Recognised during year                      -         (21)              (21)         (3) 
Utilised during the year 
                                            -            -                 -           - 
                                =============  ===========  ================  ========== 
 
 

The unrelieved trading losses of GBP2,652,000 in the UK remain available to offset against future taxable trading profits. Given the high probability that the Group will continue to benefit from these tax losses in the future, the deferred tax asset continues to be recognised. The unrelieved trading losses arising overseas of GBP2,943,000 have been recognised during the year with the anticipation that the Group will benefit from these tax losses in future. The foreign losses recognised during the year arise mainly in the US, with a small element arising in France. Across the year the total deferred tax asset in respect of unrelieved trading losses has increased GBP235,000 to GBP1,175,000.

The effective tax rate was (12.75%). The decrease is due to the recognition of historic deferred tax assets within the US entities of the EIM business in relation to losses and other timing differences of GBP4,492,000. Other factors in the decrease of the tax rate include the origination of tax losses within the EIM business in the UK of GBP2,439,000, which originated on confirmation of the formalisation of a pre-acquisition intercompany creditor, and an increase in the deferred tax asset recognised in respect of share options of GBP508,000. A deferred tax asset of GBP495,000 is recognised at the year-end in relation to share options, based on the expected vesting period and exercise price. These factors combined resulted in a credit to the corporation tax charge of GBP1,733,000. Without these factors, the effective rate of tax is 13%.

 
 
 
Factors affecting the effective tax rate      2013     % ETR     2012     % ETR 
 (ETR) in the period: 
                                            GBP000  movement   GBP000  Movement 
 
Profit before taxation on continuing 
 and discontinued operations                 6,669              6,906 
                                           =======  ========  =======  ======== 
 
Profit on ordinary activities multiplied 
 by the standard 
Rate of corporation tax in the UK of 
 23% (2012: 24%)                             1,534     23.00    1,657     24.00 
 
Effects of: 
Share option deduction                        (36)    (0.53)    (182)    (2.63) 
Tax losses arising/(utilised) in year         (48)    (0.72)    (692)   (10.01) 
Recognition of historic deferred tax       (1,744)   (26.15)  (1,111)   (16.09) 
Expenses not deductible for tax purposes       424      6.35      900     13.03 
Prior year over-provision                    (726)   (10.88)     (75)    (1.09) 
Non-taxable income                           (360)    (5.40)      (3)    (0.04) 
Other                                          105      1.58    (293)    (4.25) 
                                             (851)   (12.75)      201      2.92 
                                           =======  ========  =======  ======== 
 
 

4 DISCONTINUED OPERATIONS

The Group announced on 1 July 2013 the sale of the recruitment business, TFPL Limited. The TFPL business represented an identifiable division of the Group and as such has been disclosed as a discontinued operation for the year ended 31 October 2013. A single amount is shown on the consolidated statement of comprehensive income representing the post-tax result of the discontinued operation for the period until disposal. Additionally the post-tax loss arising from the disposal of the operation has been recognised within the discontinued operations section of the consolidated statement of comprehensive income.

 
                                                                                       Period 
                                                                                           to               Year to 
 Discontinued operation financial                                                      1 July            31 October 
  performance                                                                            2013                  2012 
                                                                                       GBP000                GBP000 
 
 Revenue                                                                                1,307                 2,521 
 Costs of sale                                                                          (717)               (1,210) 
 Depreciation and amortisation                                                            (1)                  (16) 
 Impairment                                                                             (457)               (1,018) 
 Other operating expenses                                                               (655)               (1,309) 
                                                                                     --------   ------------------- 
 Operating result                                                                       (523)               (1,032) 
 Finance costs                                                                              -                   (4) 
                                                                                     --------   ------------------- 
 Result from discontinued operations before 
  taxation                                                                              (523)               (1,036) 
 Tax expense                                                                                4                     - 
 Net operating result from discontinued 
  operations                                                                            (519)               (1,036) 
                                                                                     --------   ------------------- 
 
 
   Disposal of discontinued operation 
                                                                                       GBP000                GBP000 
 
 Total consideration                                                                                            300 
 Payment received to settle net 
  assets                                                                                                        100 
                                                                                                ------------------- 
 Net consideration for shares                                                                                   400 
        Less: Assets associated with discontinued 
         operations                                                                                           (101) 
        Costs associated with disposal 
       -Staff bonuses                                                                    (34) 
         -Professional fees                                                              (88) 
          -Other expenses and provisions                                                (499) 
                                                                                     -------- 
                                                                                                              (621) 
                                                                                                ------------------- 
 Loss on disposal before taxation                                                                             (322) 
                                                                                                ------------------- 
 Taxation                                                                                                         - 
                                                                                                ------------------- 
 Loss on disposal after taxation                                                                              (322) 
                                                                                                ------------------- 
 
 

During the year the TFPL business incurred GBP420,000 (2012: contributed GBP154,000) in relation to the Group's net operating cash flows, paid GBPNil (2012: GBPNil) in respect of investing activities and paid GBPNil (2012: GBPNil) in respect of financing activities.

A reconciliation of the profit on disposal to the cash flow from the disposal is given in the table below:

 
 Receipt from disposal of discontinued operations    GBP000 
 Loss on disposal after taxation                      (322) 
 Assets associated with discontinued operations         101 
 Costs associated with disposal not yet 
  paid                                                  533 
                                                    ------- 
 Cash inflow from disposal of discontinued 
  operations                                            312 
                                                    ------- 
 

5 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:

 
Continuing operations                                           2013         2012 
                                                              GBP000       GBP000 
 
Profit for the year                                            8,364        7,741 
                                                         -----------  ----------- 
 
Basic earnings per share 
Weighted average number of shares in issue               347,231,721  346,231,724 
                                                         -----------  ----------- 
 
Basic earnings per share                                       2.41p        2.24p 
                                                         ===========  =========== 
 
Weighted average number of shares in issue               347,231,721  346,231,724 
Add back: 
Treasury shares                                              368,667      432,000 
ESOP shares                                                1,018,343      128,618 
                                                         -----------  ----------- 
Weighted average allotted, called up and 
 fully paid share capital                                348,618,731  346,792,342 
                                                         -----------  ----------- 
 
Diluted earnings per share 
Weighted average number of shares in issue 
 used in basic earnings per share calculation            347,231,721  346,231,724 
Dilutive share options                                    16,020,147   18,852,529 
                                                         -----------  ----------- 
Weighted average number of shares in issue 
 used in dilutive earnings per share calculation         363,251,868  365,084,253 
 
Diluted earnings per share                                     2.30p        2.12p 
                                                         ===========  =========== 
 
 
 
 
Discontinued operations                                         2013         2012 
                                                              GBP000       GBP000 
 
Loss for the year                                              (841)      (1,036) 
                                                         -----------  ----------- 
 
Basic earnings per share 
Weighted average number of shares in issue               347,231,721  346,231,724 
                                                         -----------  ----------- 
 
Basic earnings per share                                     (0.24p)      (0.30p) 
                                                         ===========  =========== 
 
Weighted average number of shares in issue               347,231,721  346,231,724 
Add back: 
Treasury shares                                              368,667      432,000 
ESOP shares                                                1,018,343      128,618 
                                                         -----------  ----------- 
Weighted average allotted, called up and 
 fully paid share capital                                348,618,731  346,792,342 
                                                         -----------  ----------- 
 
Diluted earnings per share 
Weighted average number of shares in issue 
 used in basic earnings per share calculation            347,231,721  346,231,724 
Dilutive share options                                    16,020,147   18,852,529 
                                                         -----------  ----------- 
Weighted average number of shares in issue 
 used in dilutive earnings per share calculation         363,251,868  365,084,253 
 
Diluted earnings per share                                   (0.23p)      (0.28p) 
                                                         ===========  =========== 
 
 
 
 
Total operations                                                2013         2012 
                                                              GBP000       GBP000 
 
Profit for the year                                            7,523        6,705 
                                                         -----------  ----------- 
 
Basic earnings per share 
Weighted average number of shares in issue               347,231,721  346,231,724 
                                                         -----------  ----------- 
 
Basic earnings per share                                       2.17p        1.94p 
                                                         ===========  =========== 
 
Weighted average number of shares in issue               347,231,721  346,231,724 
Add back: 
Treasury shares                                              368,667      432,000 
ESOP shares                                                1,018,343      128,618 
                                                         -----------  ----------- 
Weighted average allotted, called up and 
 fully paid share capital                                348,618,731  346,792,342 
                                                         -----------  ----------- 
 
Diluted earnings per share 
Weighted average number of shares in issue 
 used in basic earnings per share calculation            347,231,721  346,231,724 
Dilutive share options                                    16,020,147   18,852,529 
                                                         -----------  ----------- 
Weighted average number of shares in issue 
 used in dilutive earnings per share calculation         363,251,868  365,084,253 
 
Diluted earnings per share                                     2.07p        1.84p 
                                                         ===========  =========== 
 
 
 
 
                                               2013            2012 
 Adjusted earnings per share                 GBP000          GBP000 
 
 Profit for the year                          7,523           6,705 
 Add back: 
 Amortisation                                 5,388           4,618 
 Impairment                                     457           1,018 
 Share option costs                             511             731 
 Acquisition costs                            (664)           1,109 
 Restructuring costs                            525             465 
 Tax effect                                 (1,477)         (1,395) 
                                     --------------  -------------- 
 Adjusted profit for year                    12,263          13,251 
                                     --------------  -------------- 
 Weighted average number of shares 
  in issue - basic                      347,231,721     346,231,724 
 Weighted average number of shares 
  in issue - diluted                    363,251,868     365,084,253 
 
 Adjusted earnings per share                  3.53p           3.83p 
 
 Adjusted diluted earnings per 
  share                                       3.38p           3.63p 
 

6 ACQUISITIONS

Artesys International

On 9 April 2013 the Group acquired the entire share capital of Artesys International for a total consideration of EUR2.4m (GBP2.1m) in cash. Artesys International provides engineering document control solutions and applications supporting the efficient and safe operation of processing plants. Opidis, an intelligent P&ID and 3D Plant model navigation tool is used by over 8,000 engineering operations and maintenance professionals to locate validated plant documents and data. The acquisition of Artesys International adds extended geographic coverage in Europe, Africa and the Middle East and a complimentary portfolio of products, customers, professional services and industry partners to the Group.

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

 
                                                    Provisional 
                                                     fair value 
                                      Book value    adjustments     Fair value 
                                          GBP000         GBP000         GBP000 
 Intangible assets                           985          (298)            687 
 Property, plant and equipment                40              -             40 
 Trade receivables                         1,008              -          1,008 
 Corporation tax                              18              -             18 
 Other receivables                           246              -            246 
 Cash at bank                                285              -            285 
                                   -------------  -------------  ------------- 
 TOTAL ASSETS                              2,582          (298)          2,284 
 
 Trade payables                            (149)              -          (149) 
 Provisions for liabilities and 
  charges                                   (89)              -           (89) 
 Bank loans                                (342)              -          (342) 
 Other creditors                           (172)              -          (172) 
 Deferred income                           (274)              -          (274) 
 Social security and other taxes           (352)              -          (352) 
 Deferred tax liability                        -          (156)          (156) 
                                   -------------  ------------- 
 TOTAL LIABILITIES                       (1,378)          (156)        (1,534) 
                                   -------------  ------------- 
 NET ASSETS                                                                750 
 Purchased goodwill capitalised                                          1,314 
                                                                 ------------- 
 Total consideration                                                     2,064 
                                                                 ------------- 
 

Satisfied by:

 
 Cash to vendor            2,064 
 Earn out consideration        - 
                          ------ 
 Total consideration       2,064 
                          ------ 
 

The 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 debtors 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 9 April 2013, contributed by Artesys was GBP892,000. Artesys also made a loss of GBP311,000 for the same period. If Artesys had been included from 1 November, it would have contributed revenue of GBP1,894,000 and a loss after tax of GBP437,000.

Acquisition costs of GBP64,000 have been written off in the consolidated statement of comprehensive income.

Innovation Connect (formerly trading as Currency Connect)

There have been additional fair value adjustments in respect of the acquisition of Innovation Connect on 3 May 2012. Since 31 October 2012, management have aligned the company's revenue recognition policy with those of the Group. This change has meant that accrued income is now only recognised when performance obligations have been met and the right to receive the revenue can be measured reliably dependent upon the nature of the individual grant applications. This has resulted in an additional fair value adjustment which has reduced accrued income by GBP446,000 and increased goodwill by a corresponding amount.

There was a fair value adjustment of GBP46,000 to tangible fixed assets to align the depreciation policy of the company to the Group policy.

A final fair value adjustment of GBP58,000 was made to the bad debt provision to align the provision with the Group.

There will be no further fair value adjustments and all opening balances for Innovation Connect are now final.

Opt2Vote

During the year a fair value adjustment of GBP13,000 was made in respect of the acquisition of Opt2Vote Limited on 27 March 2012. The adjustment was made to remove an other receivable balance which was deemed to be non-recoverable.

There will be no further fair value adjustments and all opening balances for Opt2Vote are now final.

FMx

There have been two fair value adjustments during the year in respect of the acquisition of FMx Limited on 18 October 2012. An adjustment of GBP182,000 was made to align the deferred income policy with the Group policy. A further adjustment of GBP15,000 was made in respect of taxation timing differences.

There will be no further fair value adjustments and all opening balances for FMx are now final.

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

Acquisition cash flows

Acquisition cash flows in the year are as follows:

 
 
                                                                      Net cash 
Subsidiaries acquired during                                           outflow 
 the year:                                                              GBP000 
Artesys International                                                    1,779 
                                                                         1,779 
                                                                      ======== 
 
Deferred consideration paid on previous                                 GBP000 
 year acquisitions 
Grantfinder Limited                                                         13 
Interactive Dialogues BV                                                   162 
Innovation Connect                                                         350 
                                                                           525 
                                                                      -------- 
 
 
 

The following contingent considerations were released in the year:

 
                   GBP000 
Opt2Vote Limited      800 
Lalpac Limited         50 
                   ------ 
                      850 
                   ------ 
 

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

7 POST BALANCE SHEET EVENTS

On 1 November 2013 the Group issued 816,914 ordinary shares of 1p each in order to satisfy an exercise of an employee share option.

8 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 N+1 Singer Advisory LLP, 1 Bartholomew Lane, London, EC2N 2AX, Tel: 020 7496 3000 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

FR UBSARSBAARUR

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