TIDMIDOX

RNS Number : 7739R

IDOX PLC

14 December 2016

14 December 2016

Idox plc

('Idox' or 'the Group' or 'the Company')

Final results for the year ended 31 October 2016

Financial highlights:

   --      Revenues up 23% to GBP76.7m (2015: GBP62.6m) 
   --      Adjusted EBITDA* increased 18% to GBP21.5m (2015: GBP18.2m) 
   --      Adjusted EBITDA* margin 28.0% (2015: 29.1%) 
   --      Adjusted profit before tax** was GBP16.7m, up 15% (2015: GBP14.5m) 
   --      Adjusted EPS** 4.11p up 25% (2015: 3.28p) 

-- Net debt as at 31 October 2016 stood at GBP25.0m (31 October 2015 GBP23.1m; GBP4.7m net cash outflow on two acquisitions in the second half of the financial year)

-- Proposed final dividend of 0.650p (2015: 0.525p) making a total of 1p (2015: 0.850p), an increase of 18% for the financial year

Operational highlights:

   --      Recurring and repeating revenues represented 82% of revenues 
   --      Another strong performance from Public Sector Software (PSS): 

o Represented 53% of Group revenues

o Organic revenue growth of 5% - strong election year and winning of market share

o Won 90 new local authority customers - 92% of all local authorities now customers

   --      Acquisitions: 

o Open Objects and Rippleffect enhanced the Group's capabilities in social care and digital services respectively

-- Board succession planning completed; Andrew Riley appointed Chief Executive in November 2016, Richard Kellett-Clarke becomes a non-Executive Director

Statutory Equivalents

The above highlights are based on adjusted results. Reconciliations between adjusted and statutory results are contained within these financial statements. The statutory equivalents of the above results are as follows:

   --      Profit before tax was 33% higher at GBP13m (2015: GBP9.8m) 
   --      Basic EPS increased by 49% to 3.30p (2015: 2.21p) 

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

** Adjusted profit before tax and adjusted EPS excludes amortisation on acquired intangibles, restructuring and acquisition costs

Andrew Riley, Chief Executive of Idox said:

"Idox has reported another year of strong progress, driven by organic growth complemented by contributions from acquisitions, underpinned by our strategy of positioning the Group as a key partner to enable its customers to achieve significant efficiencies through digital technologies.

"We have started the new financial year strongly building on this good performance, have integrated recent acquisitions and have had early successes winning contracts. The Group is well positioned in its markets and has a strong revenue visibility, order book and pipeline. We are on track to achieve our target of GBP100m of revenues at sustainable margins in the short to medium term, through a combination of organic growth and acquisitions.

"Overall, the outlook for Idox in the coming years is therefore very positive and our expectations for the Group's financial performance are unchanged."

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014.

For further information please contact:

Idox plc +44 (0) 870 333 7101

Laurence Vaughan, Chairman

Andrew Riley, Chief Executive

Jane Mackie, Chief Financial Officer

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

Shaun Dobson

Liz Yong

MHP (Financial PR) +44 (0) 20 3128 8100

Reg Hoare/Andrew Leach/Charlie Barker

An analyst meeting will be held at the offices of N+1 Singer, 1 Bartholomew Lane, London, EC2N 2AX at 10.15 for 10.30am this morning. Please contact idox@mhpc.com to register.

About Idox plc

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

Idox 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. Idox 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, and providing elections management solutions. It also supplies in the UK and internationally, decision support content such as grants and planning policy information and corporates compliance services. Idox 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 in North America and around the world.

The Group employs over 760 staff located in the UK, North America, Europe, India and Australia.

For more information see www.idoxplc.com.

CHAIRMAN'S STATEMENT

Overview

I am pleased to report a year of strong progress for Idox, driven by organic growth complemented by contributions from acquisitions. The success of Idox continued to be underpinned by its strategy of positioning itself as a key partner enabling customers to achieve significant efficiencies through digital technologies.

In generally stable markets, the Group continued to benefit from its diversified business model and sources of earnings which helped mitigate challenges in some of our smaller markets.

Results

Idox grew revenue by 23% to a record GBP76.7m and achieved an 18% increase in Adjusted EBITDA. The overall Group margin was slightly lower than the prior year due to the anticipated change in mix of election and digital services revenues.

As in previous years, a significant percentage (82%; 2015: 88%) of Idox's annual revenues were derived either from recurring contracts with customers or from repeat customers from whom the Group had derived revenues in the prior year; this gives the Group significant revenue visibility and is evidence of Idox's strong relationships and focus on customer service.

A summary of our financial key performance indicators is presented below:

 
                      2016       2015       Change 
 
 Revenue              GBP76.7m   GBP62.6m   23% 
 Adjusted EBITDA*     GBP21.5m   GBP18.2m   18% 
 Adjusted EBITDA* 
  margin              28%        29%        -1% 
 Adjusted EPS**       4.11p      3.28p      25% 
 

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

**Adjusted EPS excludes amortisation on acquired intangibles, restructuring and acquisition costs

Group strategy

Idox has a strong reputation and market leading positions principally in important segments of the public sector software market in the United Kingdom and Europe. The Group partners with its customers so they can achieve efficiency savings using digital technology.

The Group's strategy is to become a much larger business by establishing and building on its leading market positions by extending its public sector domains and expanding its delivery of digital services across all areas of local government. This will be achieved through a combination of organic and acquisitive growth. This is intended to deliver double digit annual revenue growth with a short to medium term objective of GBP100m of revenues at sustainable margins.

Acquisitions

During the financial year, two acquisitions were completed in line with our strategy, both of which contributed to the year's financial performance whilst expanding our capabilities and providing cross selling opportunities. The Group has a strong track record of acquisition integration and delivering earnings enhancing contributions from such transactions. The recent acquisitions were:

-- Open Objects Software Limited ('Open Objects') in July 2016 broadened our capability in the important social care market where the Group has historically been under-represented

-- Rippleffect Studio Limited ('Rippleffect') in August 2016 added e-commerce consultancy expertise to add to our digital capabilities

-- In addition, there was a strong contribution from the acquisition of Reading Room, completed just prior to the previous year end in October 2015.

Together these acquisitions have enhanced our capabilities, such that we can now deliver content, domain specific solutions, managed and hosted services and web services to improve processes, productivity and customer engagement in all of our chosen domains.

Dividends

The Board is pleased to propose, subject to shareholder approval at the Company's Annual General Meeting, a final dividend of 0.650p (2015: 0.525p), bringing the total for the year to 1p. This represents an increase of 18% over the previous year total of 0.850p, and is consistent with both our strong performance in the year and our progressive dividend policy to grow dividends in line with earnings growth.

The Board

On 10 November 2016, we announced some significant board changes as part of our succession planning. Richard Kellett-Clarke stepped down as Chief Executive and Andrew Riley, previously the Group's Chief Operating Officer (COO), was appointed Chief Executive. Andrew's appointment ensures continuity of both leadership and strategy and he takes over at a time when the business is in the best shape it has ever been. Andrew joined the Group in 2000 and was Managing Director of Idox's Public Sector Software Division from 2011 before becoming COO. Richard will remain at Idox as a Non-Executive Director, until the end of the current financial year ending 31 October 2017 to ensure an orderly handover and to assist with the integration of recent acquisitions and the ongoing development of the Group's strategy.

Richard has played a key role in the transformation of Idox over the last ten years, first as Finance Director, then as Chief Operating Officer and most recently as Chief Executive. From joining the Group in 2006 he has been instrumental in establishing and delivering the Group's organic and acquisition growth strategy, resulting in a near fifteen-fold increase in the share price and market capitalisation over that time. We thank him for his significant contribution to the Group.

In January 2016, the Board was pleased to appoint Barbara Moorhouse as a non-Executive Director; she has more than 25 years of management experience across the private and public sectors and replaces Dame Wendy Hall who stepped down in December 2015.

Outlook

The Group has started the new financial year strongly building on the good performance and organic and acquisitive growth of 2016. We also believe there is a relatively stable outlook in all our markets notwithstanding recent political developments. We have integrated recent acquisitions and have had early successes winning contracts in the new financial year in a number of our segments in both the UK and Europe. The importance to our customers of achieving efficiency through the effective use of information technology should not be underestimated.

The encouraging adoption of the Government's digital services initiative by the public sector and local government especially, and the early success of blending this with our recently acquired digital capability, has encouraged us to accelerate our developments in this area. We believe this growth in digital engagement will benefit our Public Sector Software business as its products are focused on delivering savings and helping local authorities improve their consumer experiences.

The Board remains confident that the Group is well positioned in its markets and will continue to perform well in 2017 given its strong revenue visibility, order book and pipeline. The Group remains on track to achieve its target of GBP100m of revenues at sustainable margins in the short to medium term, through a combination of organic growth and acquisitions.

Overall, the outlook for Idox in the coming years is therefore very positive and our expectations for the Group's financial performance are unchanged.

Laurence Vaughan

Chairman

CHIEF EXECUTIVE'S REVIEW

Overview of operational performance

We are pleased to report that the Group performed strongly during the year with double digit growth in both revenues and adjusted profits, including good contributions from organic growth and recent acquisitions.

The year saw the continued expansion of our digital services platform which, through a combination of internal development and technology acquisition, is increasingly underpinning deliveries of new products and services across the Group in a more efficient and sustainable way.

Management focus during the year has continued to be in accelerating the expansion of the digital services platform, completing and consolidating recent acquisitions, and in continuing the drive for further productivity improvements and performance across the Group.

Public Sector Software ('PSS')

The Public Sector Software business, which represented 53% of Group revenues for the year, had a particularly strong performance with revenues up 14%. The year saw significant elections activity and we delivered services in support of Local Elections, the EU referendum and a new e-count solution for the Scottish Government to be used in the local elections in May 2017.

The digital service platform has been instrumental in delivering new solutions and add-on products to our existing customers with a combined value of GBP2.9m. The platform has been used to provide integration for the new national online planning and building standards services for the Scottish Government, as well as providing the infrastructure for a new suite of platform independent mobile applications for use across our core back office software solutions. The framework has also provided the capability to write new back office applications and underpins the long term upgrade strategy for our existing back office applications. The first of these new systems is a new national election system for Northern Ireland, on which we plan to build a next generation platform for the wider UK and future international expansion.

The iApply service, also based on the digital service platform, was launched earlier in the year to provide a national planning application service; it has been successfully extended to provide online licensing and building control applications, achieving a monthly transaction volume of over 10,000 applications by the end of the financial year. The platform will be expanded during the current financial year to deliver further customer journeys with a vision of delivering a comprehensive suite of services for local government over the next three years.

We have continued to see further market share gains with 90 new local authority customers in the year, 19 new system sales and a further 11 managed service customers.

The integration of the Facilities Management business within the public sector team during the prior year has continued to deliver benefits in terms of improved sales performance and cross selling opportunities. Revenues within Facilities Management grew by 11%. Key contracts wins included Carillion, SSS Managed Services and Pinsent Masons.

Our Transport business (formerly Cloud Amber) was held back in the first half of the year by the need to focus on completing the delivery of two complex sales contracted prior to acquisition. One of these was a new integrated transport management system for a new bus station in Perth Australia. This underground bus station is Australia's first to work more like an airport, with buses departing from different stands for each trip to maximise efficiency with the flow of buses and passengers being fully controlled by our software solutions.

A significant milestone was achieved with our next generation adaptive control platform that has successfully completed field trials throughout a number of key road junctions in Southampton, enabling real time control of traffic lights. This development paves the way for our next generation of fully adaptive artificial intelligence algorithms enabling pioneering policy lead control of the road network.

The business finished the year strongly with a major project win either side of the year end.

Digital

Reading Room has performed well in its first full year within the Group, delivering revenues of GBP9.1m and an improved EBITDA margin of 13%. The business has been fully integrated and rebranded as Idox Digital and, with the acquisition of Rippleffect, has become a true full service digital agency.

The business is working in collaboration with other parts of the Group, in support of delivering the digital service platform and combined product and service offerings. The main successes have been in delivering Unified Travel Information Portals in in Cornwall and Northamptonshire that provide an end to end one stop shop in which all modes of transport, cars, taxis, buses, DRT, flights, trains including walking and cycling are included so that travellers can make informed choices.

Other significant contracts in the period included delivery of the new Royal Family website, and systems for the Ministry of Defence, NHS, British Cycling and Reynolds Porter Chamberlain.

Grants

The Grants business continued to increase its customer base, and deliver bigger grants on a success fee basis for larger customers.

We have seen acceleration in the adoption of the Research Connect platform within European Universities via our new pan-European sales team.

Compliance

Revenue in our compliance business declined by 28% to GBP4.4m, which was partly the result of aligning its year end to Idox's after a very strong prior year. This was further compounded by a decline in demand for our core compliance e-learning programmes. Some R&D and sales issues were resolved in the second half of the year, which has resulted in significant new contract wins in the first month of the new financial year, including sales to a major German airline and a leading German tools provider.

Engineering Information Management ('EIM')

The EIM business returned to modest growth with revenues up 3% to GBP14.1m and a much improved EBITDA margin increasing to 23% from 16%. It has benefited from early and decisive action taken in the prior year to realign the business following the global market decline in oil and gas capital projects activity.

EIM has achieved key contracts wins, including Odebrecht, BNP Paribas, Strabag, Weherhauser, PM Group and a reseller agreement with Amplexor. It also continued to make further productivity gains, and is well poised to benefit from any improvement in its core markets, while continuing to invest in its new Cloud based services.

Acquisitions

The Group has made two acquisitions in the second half of the year: Rippleffect and Open Objects. Both acquisitions have been made to support our objectives of expanding our digital capability and extending our presence within the public sector. Both businesses will have been fully integrated into the Group, ahead of schedule, by the end of calendar year 2016.

Open Objects, acquired in July, provides digital services to the social care and health markets within the UK, enabling citizens and care providers to engage digitally in care provision. In addition to providing significant penetration into the social care and health markets, the acquisition expands the digital service platform's capability, especially within data management. The business supplies solutions to Social Care departments within the UK and has expanded its presence since acquisition with new wins from Warrington and London Borough of Waltham Forest

Rippleffect, acquired in August, is a digital agency based in Liverpool that completes our skills and technical capability by providing with the Group with an e-commerce capability for use within the digital service platform under the Idox Digital Brand. The business has a focus on sport and has 7 premiership football clubs as customers with wins since acquisition including Middlesbrough FC.

Markets

The Group continues to operate successfully and has grown in challenging markets despite continuing pressure on government expenditure and grant funding. We see no change in outlook for our core markets, whilst the diversity of our offerings and tight integration of our businesses into a single management structure continues to allow us to take advantage of opportunities and respond to challenges.

We have seen minor delays in customer decision making as a consequence of the EU referendum, and we expect this to continue through the period of uncertainty around the nature of the UK's exit. The Board expects the Group to ultimately be a beneficiary due to our key role in implementing the required changes to legislation within our core systems.

Growth strategy

The Group has refocused on become a leading international supplier of software, services, managed services and content to the wider public sector, whilst continuing to deliver service to private sector customers as well.

Following recent acquisitions, Idox has presence across all UK public sector markets and it is the Board's intention to accelerate the consolidation of the Group's presence within these markets in the same way it has done within the UK Local Government market space. In addition, we will also seek international expansion opportunities.

The Group's investment strategy in the coming year is to continue the development of the digital service platform and to build the commercial teams to facilitate its growth.

The Board believes that channel shift and automation remain fundamental to the delivery of public services and that the Group remains well placed to support not only local government but the wider public sector to achieve this.

The business is on schedule to deliver its target of GBP100m revenues in the short to medium term.

Andrew Riley

Chief Executive Officer

FINANCIAL REVIEW

Group revenues grew by 23% to GBP76.7m (2015: GBP62.6m) driven by 2% organic growth and the impact of four acquisitions. Cloud Amber Ltd and Reading Room Ltd were acquired during 2015 and had a full year impact for the first time in 2016. Open Objects Software Ltd and Rippleffect Studio Ltd were acquired in 2016 and made a contribution in the current year. 27% of Group revenues were generated outside of the UK (2015: 34%) with a change in geographical mix due to the four acquisitions which have the majority of their customer base in the UK. Gross profit earned was 19% higher at GBP66.6m (2015: GBP55.9m) and the Group saw a slight decrease in gross margin from 89% to 87% as a result of lower margin election print revenue related to May local elections and the EU Referendum. Earnings before amortisation, depreciation, restructuring, acquisition, corporate finance and share option costs ("Adjusted EBITDA") increased by 18% to GBP21.5m (2015: GBP18.2m) with Adjusted EBITDA margins of 28% (2015: 29%).

Performance by segment

In previous periods, the Group was organised into two main operating segments. Following an internal reorganisation the Group is now organised into five operating segments.

The Public Sector Software (PSS) segment, which accounted for 53% of Group revenues (2015: 57%), delivered revenues of GBP41.0m (2015: GBP35.8m) due to 5% organic growth and the contribution of Cloud Amber and Open Objects. Product and services revenue grew 13% to GBP19.0m (2015: GBP16.8m). Election revenue accounted for GBP5.6m (2015: GBP2.6m) of PSS revenues with the segment delivering on the Scottish eCount project, May local elections and EU Referendum, in comparison to only the UK General Election in 2015. Recurring revenues within the PSS segment were 42% (2015: 45%) decreasing due to the contribution of election revenue in the period. Segmental Adjusted EBITDA increased by 16% to GBP16.3m (2015: GBP14.1m) delivering a 40% EBITDA margin (2015: 39%).

The Engineering Information Management (EIM) segment accounted for 18% of Group revenues (2015: 22%) and reported a revenue increase of 4% to GBP14.1m (2015: GBP13.6m). The proportion of recurring revenues in the EIM business from maintenance and Software-as-a-Service ("SaaS") were 57% (2015: 56%). Segmental Adjusted EBITDA for the EIM segment increased 50% to GBP3.3m (2015: GBP2.2m). EBITDA margin increased to 23% (2015: 16%) reflecting the restructuring in the segment carried out in 2015 and organic revenue growth in the period.

The Digital segment had revenue of GBP10.9m (2015: GBP1.1m) which included a full year of Reading Room acquired in November 2015 and an initial revenue contribution of GBP1.2m from Rippleffect acquired in 2016.

The Grants business in the UK and Netherlands saw 8% growth on the prior period with revenues of GBP6.4m (2015: GBP5.9m). The Compliance business in Europe had a decrease in revenues from GBP6.1m to GBP4.4m.

Profit before tax

Adjusted EBITDA increased 18% to GBP21.5m (2015: GBP18.2m), or organically by 6%. Cost of sales increased 51% to GBP10.1m (2015: GBP6.7m). Cost of sales increased 19% excluding acquisitions due to higher election print and postage costs on the prior year. Administrative expenses increased 15% to GBP52.3m (2015: GBP45.3m), or excluding acquisitions in the year decreased by 4%. Staff costs increased by 19% to GBP35.9m (2015; GBP30.3m), excluding acquisitions staff costs decreased by 6% due to a full year benefit of 2015 restructuring costs from EIM and higher R&D capitalisation. Other overheads increased by 2% on a like-for-like basis.

Financing costs increased 17% to GBP1.4m (2015: GBP1.2m) and included interest payable of GBP0.8m (2015: GBP0.7m) and bank charges of GBP0.3m (2015: GBP0.4m). Finance income decreased to GBP0.1m (2015: GBP0.4m) as the prior period included GBP0.3m of exchange gain on translation of intercompany balances.

Adjusted profit before tax and adjusted earnings per share are alternative performance measures, considered by the Board to be a better reflection of true business performance than looking at the Group's results on a statutory basis only. These measures are widely used by research analysts covering the Company. A full reconciliation between underlying profit and the profit attributable to shareholders is provided in the following table:

 
 
                                              12 months to     12 months 
                                                                      to 
                                           31 October 2016    31 October 
                                                                    2015 
                                                 (audited)     (audited) 
 Adjusted profit before tax                         GBP000        GBP000 
 
 Profit before tax for the year                     12,983         9,763 
 Add back: 
 Amortisation on acquired intangibles                3,817         3,778 
 Acquisition credits                                 (404)          (34) 
 Restructuring costs                                   330         1,025 
                                        ------------------  ------------ 
 Adjusted profit for the year                       16,726        14,532 
                                        ------------------  ------------ 
 

Reported profit before tax was up 33% to GBP13.0m (2015: GBP9.8m). Amortisation of intangibles remained flat at GBP3.8m (2015: GBP3.8m) due to intangibles from prior acquisitions becoming fully amortised offset by amortisation on new intangibles relating to acquisitions. Amortisation on Research and Development was GBP1.3m (2015: GBP1.0m) and amortisation on software licences increased to GBP1.0m (2015: GBP0.7m). Restructuring charges of GBP0.3m (2015: GBP1.0m) relates to the integration of Reading Room, Rippleffect and Open Objects. Acquisition credits of GBP0.4m include acquisition costs of GBP0.3m and a GBP0.7m credit relating to a reduction of the contingent consideration for Cloud Amber as a result of the revenue target being missed as described in the Share Purchase Agreement.

The Group continues to invest in developing innovative technology solutions and has incurred capitalised Research and Development costs of GBP2.8m (2015: GBP1.2m). Research and Development costs expensed in the period were GBP4.5m (2015: GBP4.1m).

Taxation

The effective tax rate ('ETR') for the period was 9.06% (2015: 19.80%). A significant tax repayment was processed in 2016, in respect of historic R&D claims covering FY13, FY14 and the Reading Room Group's 31 March 2014 year-end. The Reading Room Group had never previously made an R&D claim. Furthermore, the decrease in the deferred tax rate provided for, from 20% to 18%, in advance of decreases in the UK corporation tax main rate to 19% (01 April 2017) and 17% (01 April 2020), resulted in downward pressure on the ETR given the Group's net deferred tax liability position.

Other factors decreasing ETR in 2016 were share option exercises, the utilisation of pre-acquisition losses and a non-taxable write-off of deferred consideration. A factor mitigating the decrease in ETR was the decision not to recognise international losses incurred in the US and Germany during 2016 until potential utilisation becomes more certain.

The higher effective tax rate in 2015 was due to a larger proportion of the overall tax charge being incurred in overseas jurisdictions with a higher rate of corporation tax than the UK. Another factor increasing the tax rate in 2015 was the derecognition of deferred tax assets in the US given uncertainty over the assets' future recoverability.

Earnings per share and dividends

Adjusted earnings per share increased by 25% to 4.11p (2015: 3.28p). Adjusted diluted earnings per share increased by 27% to 3.96p (2015: 3.13p).

Basic earnings per share increased by 49% to 3.30p (2015: 2.21p). Diluted earnings per share increased by 51% to 3.18p (2015: 2.10p).

The Board proposes a final dividend 0.650p, an increase of 24% on the previous final dividend, giving a total dividend for the year of 1p and an 18% growth for the full year. This is in line with our progressive dividend policy for our dividends to track our earnings per share. Subject to shareholder approval at the forthcoming Annual General Meeting, the final dividend is expected to be paid on the 21 April 2017 to shareholders on the register at 31 March 2017.

Balance sheet and cashflows

The Group's balance sheet continued to strengthen during the period and at 31 October 2016 net assets were GBP65.2m compared to GBP53.6m at 31 October 2015.

Cash generated from operating activities before tax as a percentage of Adjusted EBITDA was 63%, up from 53% in the previous year.

The Group ended the period with net debt of GBP25.0m (2015: GBP23.1m) after utilising the facility for the acquisition of Open Objects (GBP3.4m paid in cash and a further GBP1.6m which will be utilised in 2018) and Rippleffect (GBP2.0m). The Group's total signed debt facilities at 31 October 2016 stood at GBP35m, a combination of a GBP12m term loan and GBP23m revolving credit facility, split GBP21.9m with the Royal Bank of Scotland and GBP13.1m with the Silicon Valley Bank.

Deferred income, representing invoiced maintenance and SaaS contracts yet to be recognised in revenue, stood at GBP15.9m at 31 October 2016 (2015: GBP14.6m). Accrued income, increased to GBP18.8m (2015: GBP13.2m). GBP3.8m of the increase relates to a higher volume of longer term contracts with local authorities, GBP0.7m relates to an EIM contract closed in October 2016 and GBP0.9m relates to acquisitions.

Jane Mackie

Chief Financial Officer

 
Consolidated Statement of 
 Comprehensive Income for the 
 year ended 31 October 2016         Note      2016      2015 
                                            GBP000    GBP000 
 
Revenue                                2    76,739    62,575 
Cost of sales                             (10,138)   (6,684) 
                                          --------  -------- 
Gross profit                                66,601    55,891 
Administrative expenses                   (52,316)  (45,347) 
Operating profit                            14,285    10,544 
 
Analysed as: 
Earnings before depreciation, 
 amortisation, restructuring, 
 acquisition costs, corporate 
 finance costs and share option 
 costs                                      21,452    18,215 
Depreciation                                 (584)     (785) 
Amortisation                               (6,052)   (5,480) 
Restructuring costs                          (330)   (1,025) 
Acquisition credits                            404        34 
Corporate finance costs                        (8)         - 
Share option costs                           (597)     (415) 
----------------------------------  ----  --------  -------- 
 
Finance income                                  55       445 
Finance costs                              (1,357)   (1,226) 
 
Profit before taxation                      12,983     9,763 
 
Income tax expense                     3   (1,177)   (1,934) 
 
Profit for the year                         11,806     7,829 
 
 
Other comprehensive income 
 for the year 
 Items that will be reclassified 
 subsequently to profit or 
 loss: 
 Exchange losses on retranslation 
 of foreign operations                         295     (276) 
                                          --------  -------- 
Other comprehensive income 
 for the year, net of tax                      295     (276) 
                                          --------  -------- 
Total comprehensive income 
 for the year attributable 
 to owners of the parent                    12,101     7,553 
                                          ========  ======== 
 
Earnings per share attributable 
 to owners of the parent during 
 the year 
Basic                                  4     3.30p     2.21p 
Diluted                                4     3.18p     2.10p 
 
 
Consolidated Balance 
 Sheet 
 At 31 October 2016                     2016     2015 
                                      GBP000   GBP000 
ASSETS 
Non-current assets 
Property, plant and 
 equipment                             1,115    1,077 
Intangible assets                     82,519   74,812 
Deferred tax assets                    2,114    1,649 
Other receivables                      6,094    4,956 
                                     -------  ------- 
Total non-current 
 assets                               91,842   82,494 
                                     -------  ------- 
 
Current assets 
Trade and other receivables           33,753   26,713 
Cash and cash equivalents              3,787    4,084 
Total current assets                  37,540   30,797 
                                     -------  ------- 
 
Total assets                         129,382  113,291 
                                     -------  ------- 
 
LIABILITIES 
Current liabilities 
Trade and other payables               7,643    7,109 
Other liabilities                     20,214   19,083 
Provisions                                39       29 
Current tax                            1,468    1,815 
Borrowings                             2,425    2,428 
Total current liabilities             31,789   30,464 
                                     -------  ------- 
 
Non-current liabilities 
Deferred tax liabilities               4,351    4,357 
Deferred consideration                 1,600        - 
Borrowings                            26,410   24,831 
                                     -------  ------- 
Total non-current 
 liabilities                          32,361   29,188 
                                     -------  ------- 
Total liabilities                     64,150   59,652 
                                     -------  ------- 
Net assets                            65,232   53,639 
                                     =======  ======= 
 
EQUITY 
Called up share capital                3,640    3,587 
Capital redemption 
 reserve                               1,112    1,112 
Share premium account                 13,480   11,741 
Treasury reserve                     (1,244)  (1,271) 
Share options reserve                  2,222    1,900 
Merger reserve                         1,294    1,294 
ESOP trust                             (274)    (242) 
Foreign currency retranslation 
 reserve                                  57    (238) 
Retained earnings                     44,945   35,756 
                                     -------  ------- 
Total equity                          65,232   53,639 
                                     =======  ======= 
 
 
 
 Consolidated 
 Statement 
 of Changes in 
 Equity 
 For the year 
 ended 
 31 October 
 2016 
                   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 
  2014              3,587        1,112    11,741    (1,001)     1,636     1,294    (213)              38     30,396      48,590 
 Share options 
  charge                -            -         -          -       309         -        -               -          -         309 
 Exercise of 
  share 
  options               -            -         -          -      (45)         -        -               -          -        (45) 
 Purchase of 
  treasury 
  shares                -            -         -      (270)         -         -        -               -          -       (270) 
 Deferred tax 
  movement 
  on share 
  options               -            -         -          -         -         -        -               -        199         199 
 ESOP trust             -            -         -          -         -         -     (29)               -          -        (29) 
 Equity 
  dividends 
  paid                  -            -         -          -         -         -        -               -    (2,668)     (2,668) 
 Transactions 
  with 
  owners                -            -         -      (270)       264         -     (29)               -    (2,469)     (2,504) 
                 --------  -----------  --------  ---------  --------  --------  -------  --------------  ---------  ---------- 
 Profit for the 
  period                -            -         -          -         -         -        -               -      7,829       7,829 
 Other 
 comprehensive 
 income 
 Exchange gains 
  on 
  retranslation 
  of foreign 
  operations            -            -         -          -         -         -        -           (276)          -       (276) 
                 --------  -----------  --------  ---------  --------  --------  -------  --------------  ---------  ---------- 
 Total 
  comprehensive 
  income for 
  the period            -            -         -          -         -         -        -           (276)      7,829       7,553 
                 --------  -----------  --------  ---------  --------  --------  -------  --------------  ---------  ---------- 
 Balance at 31 
  October 
  2015              3,587        1,112    11,741    (1,271)     1,900     1,294    (242)           (238)     35,756      53,639 
                 --------  -----------  --------  ---------  --------  --------  -------  --------------  ---------  ---------- 
 Issue of share 
  capital              53            -     1,739          -         -         -        -               -          -     1,792 
 Share options 
  charge                -            -         -          -       597         -        -               -          -       597 
 Exercise of 
  share 
  options               -            -         -          -     (275)         -        -               -        259      (16) 
 Purchase of 
  treasury 
  shares                -            -         -         27         -         -        -               -          -        27 
 Deferred tax 
  movement 
  on share 
  options               -            -         -          -         -         -        -               -        272       272 
 ESOP trust             -            -         -          -         -         -     (32)               -          -      (32) 
 Equity 
  dividends 
  paid                  -            -         -          -         -         -        -               -    (3,148)   (3,148) 
 Transactions 
  with 
  owners               53            -     1,739         27       322         -     (32)               -    (2,617)     (508) 
                 --------  -----------  --------  ---------  --------  --------  -------  --------------  ---------  -------- 
 Profit for the 
  period                -            -         -          -         -         -        -               -     11,806    11,806 
 Other 
 comprehensive 
 income 
 Exchange gains 
  on 
  retranslation 
  of foreign 
  operations            -            -         -          -         -         -        -             295          -       295 
 Total 
  comprehensive 
  income for 
  the period            -            -         -          -         -         -        -             295     11,806    12,101 
                 --------  -----------  --------  ---------  --------  --------  -------  --------------  ---------  -------- 
 At 31 October 
  2016              3,640        1,112    13,480    (1,244)     2,222     1,294    (274)              57     44,945    65,232 
                 --------  -----------  --------  ---------  --------  --------  -------  --------------  ---------  -------- 
 
 

Consolidated Cash Flow Statement for the year ended 31 October 2016

 
                                           2016      2015 
                                         GBP000    GBP000 
Cash flows from operating 
 activities 
Profit for the period before 
 taxation                                12,983     9,763 
Adjustments for: 
Depreciation                                584       785 
Amortisation                              6,052     5,480 
Acquisition credits                       (722)     (156) 
Finance income                             (55)     (135) 
Finance costs                               873       892 
Debt issue costs amortisation               100       100 
Research and development 
 tax credit                               (301)         - 
Share option costs                          597       309 
Movement in receivables                 (6,292)   (7,070) 
Movement in payables                      (271)     (225) 
                                       --------  -------- 
Cash generated by operations             13,548     9,743 
 
Tax on profit paid                      (2,456)   (1,670) 
Net cash from operating activities       11,092     8,073 
 
Cash flows from investing 
 activities 
Acquisition of subsidiaries             (4,701)   (8,917) 
Purchase of property, plant 
 and equipment                            (639)     (559) 
Purchase of intangible assets           (4,168)   (1,826) 
Finance income                               55       135 
                                       --------  -------- 
Net cash used in investing 
 activities                             (9,453)  (11,167) 
 
Cash flows from financing 
 activities 
Interest paid                             (827)     (579) 
New loans                                13,000    13,000 
Loan related costs                         (96)     (178) 
Loan repayments                        (11,524)   (7,538) 
Equity dividends paid                   (3,148)   (2,668) 
Purchase of own shares                        -     (344) 
Sale of own shares                          570         - 
                                       --------  -------- 
Net cash flows from financing 
 activities                             (2,025)     1,693 
 
Net movement on cash and 
 cash equivalents                         (386)   (1,401) 
 
Cash and cash equivalents 
 at the beginning of the period           4,084     5,855 
Exchange gains on cash and 
 cash equivalents                            89     (370) 
                                       --------  -------- 
Cash and cash equivalents 
 at the end of the period                 3,787     4,084 
                                       ========  ======== 
 
 

Notes to the announcement for the year ended 31 October 2016

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 2016 within the meaning of section 434 of the Companies Act 2006. The financial information for the year ended 31 October 2015 is derived from the statutory accounts for that year which have been delivered to the Registrar of Companies. The financial information for the year ended 31 October 2016 is derived from the statutory accounts for that year which were approved by the Directors on 13 December 2016. The statutory accounts for the year ended 31 October 2016 will be delivered to the Registrar of Companies following the Company's Annual General Meeting. 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.

Restatement of comparative figures

In previous periods, the Group was organised into two main operating segments. Following the acquisition and integration of Cloud Amber Limited and Reading Room Limited, and an internal reorganisation, the operating segments were revised. As at 31 October 2016, the Group is primarily organised into five operating segments. The segmental analysis for the comparative period to 31 October 2015 has been restated to show results for all five business segments.

2 SEGMENTAL ANALYSIS

In previous periods, the Group was organised into two main operating segments. Following the acquisition and integration of Cloud Amber Limited and Reading Room Limited, and an internal reorganisation, the operating segments were revised. As at 31 October 2016, the Group is primarily organised into five operating segments, which are detailed below. The segmental analysis for the comparative period to 31 October 2015 has been restated to show results for all five business segments.

Financial information is reported to the chief operating decision maker, which in the year ended 31 October 2016 comprised the Chief Executive Officer, the Chief Operating 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 (PSS) - delivering specialist information management solutions and services to the public sector

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

   --      Grants (GRS) - delivering funding solutions to private and third sector customers 

-- Compliance (COMP) - delivering compliance solutions to corporate, public and commercial customers

-- Digital (DIG) - delivering digital consultancy services to public, private and third sector customers

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 are as follows:

 
                                2016     2015 
                              GBP000   GBP000 
Revenues from external 
 customers 
United Kingdom                55,739   41,463 
USA                            6,361    6,987 
Europe                        12,271   12,804 
Australia                      1,008      617 
Rest of World                  1,360      704 
                             -------  ------- 
                              76,739   62,575 
                             =======  ======= 
 

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

 
                                2016     2015 
                              GBP000   GBP000 
Revenues by type 
Recurring revenues            32,861   27,613 
Non-recurring revenues        43,878   34,962 
                              76,739   62,575 
                             =======  ======= 
 

The segment results by business unit for the year ended 31 October 2016:

 
 
 
                                                      PSS        EIM        GRS       COMP        DIG      Total 
                                                   GBP000     GBP000     GBP000     GBP000     GBP000     GBP000 
 
 Revenue                                           40,966     14,059      6,433      4,371     10,910     76,739 
                                                ---------  ---------  ---------  ---------  ---------  --------- 
 
   Profit before interest, tax, depreciation, 
   amortisation, share option costs, 
   acquisition costs and restructuring costs       16,310      3,300        689        135      1,018     21,452 
                                                ---------  ---------  ---------  ---------  ---------  --------- 
 
   Adjusted segment operating profit               11,961      2,113        309      (277)        179     14,285 
                                                ---------  ---------  ---------  ---------  ---------  --------- 
 Finance income                                                                                               55 
 Finance costs                                                                                           (1,357) 
 Profit before Tax                                                                                        12,983 
                                                ---------  ---------  ---------  ---------  ---------  --------- 
 

The segment results by business unit for the year ended 31 October 2015:

 
 
 
                                                      PSS        EIM        GRS       COMP        DIG      Total 
                                                   GBP000     GBP000     GBP000     GBP000     GBP000     GBP000 
 
 Revenue                                           35,803     13,606      5,919      6,101      1,146     62,575 
                                                ---------  ---------  ---------  ---------  ---------  --------- 
 
   Profit before interest, tax, depreciation, 
   amortisation, share option costs, 
   acquisition costs and restructuring costs       14,127      2,242        571        985        290     18,215 
                                                ---------  ---------  ---------  ---------  ---------  --------- 
 
   Adjusted segment operating profit                9,540        347       (65)        537        185     10,544 
                                                ---------  ---------  ---------  ---------  ---------  --------- 
 Finance income                                                                                              445 
 Finance costs                                                                                           (1,226) 
 Profit before Tax                                                                                         9,763 
                                                ---------  ---------  ---------  ---------  ---------  --------- 
 

3 INCOME TAX

 
The tax charge is made up as follows: 
                                            2016    2015 
                                          GBP000  GBP000 
Current tax 
UK corporation tax on profits 
 for the period                            2,634   2,310 
Foreign tax on overseas companies            508     498 
Over provision in respect of prior 
 periods                                   (754)   (259) 
                                         -------  ------ 
Total current tax                          2,388   2,549 
                                         -------  ------ 
 
Deferred tax 
Origination and reversal of temporary 
 differences                               (961)   (555) 
Adjustment for rate change                 (252)       - 
Adjustments in respect of prior 
 periods                                       2    (60) 
                                         -------  ------ 
Total deferred tax                       (1,211)   (615) 
                                         -------  ------ 
 
Total tax charge                           1,177   1,934 
                                         =======  ====== 
 

The differences between the total tax charge above and the amount calculated by applying the standard rate of UK corporation tax to the profit before tax, together with the impact on the effective tax rate, are as follows:

 
 
                                        2016     % ETR    2015     % ETR 
                                      GBP000  movement  GBP000  Movement 
 
Profit before taxation on 
 continuing operations                12,983             9,763 
 
Profit on ordinary activities 
 multiplied by the standard 
rate of corporation tax in 
 the UK of 20% (2015: 20%)             2,597     20.00   1,953     20.00 
 
Effects of: 
Share option deduction                 (216)    (1.66)      84      0.86 
Tax losses arising (utilised) 
 in year                               (113)    (0.87)       0      0.00 
International losses not recognised      172      1.32       3      0.03 
Other timing differences                   5      0.04     150      1.54 
Expenses not deductible for 
 tax purposes                            118      0.91     103      1.06 
Prior year over-provision              (751)    (5.78)   (330)    (3.38) 
Non-taxable income                     (152)    (1.17)    (46)    (0.47) 
Adjustment for tax rate differences    (374)    (2.88)      85      0.86 
R&D enhanced relief                    (139)    (1.07)    (99)    (1.01) 
Foreign tax suffered                      30      0.22      31      0.31 
                                       1,177      9.06   1,934     19.80 
                                      ======  ========  ======  ======== 
 

The effective tax rate ('ETR') for the period was 9.06% (2015: 19.80%). A significant tax repayment was processed in 2016, in respect of historic R&D claims covering FY13, FY14 and the Reading Room Group's 31 March 2014 year-end. Furthermore, the decrease in the deferred tax rate provided for, from 20% to 18%, in advance of decreases in the UK corporation tax main rate to 19% (1 April 2017) and 17% (1 April 2020), resulted in downward pressure on the ETR given the Group's net deferred tax liability position.

The higher effective tax rate in 2015 was due to a larger proportion of the overall tax charge being incurred in overseas jurisdictions with a higher rate of corporation tax than the UK. Another factor increasing the tax rate in 2015 was the derecognition of deferred tax assets in the US given uncertainty over the assets' future recoverability.

Movement on trading losses during 2016 are as follows:

 
                         UK unrelieved      Foreign        Total 
                               trading   unrelieved   unrelieved 
                                losses      trading      trading 
                                             losses       losses  Tax effect 
Recognised trading              GBP000       GBP000       GBP000 
 losses                                                               GBP000 
 
As at 1 November 2015                -        2,281        2,281         456 
Impact of decrease 
 in deferred tax rate                -            -            -        (45) 
Recognised during the 
 year                                -           41           41           7 
Utilised during the 
 year                                -           76           76          14 
                                     -        2,398        2,398         432 
                         =============  ===========  ===========  ========== 
 
Unrecognised trading 
 losses 
 
Losses not recognised                -        (880)        (880)       (158) 
 
                                     -        (880)        (880)       (158) 
                         =============  ===========  ===========  ========== 
 

As noted above, no UK trading losses were brought forward to 2016. Foreign losses of GBP310,000 were utilised during the year in the US, however, the sterling value of the losses increased to the extent that the closing sterling value of these US losses is higher than at Oct 15, notwithstanding the utilisation during 2016. This explains the positive utilisation contribution above. The closing derecognised overseas losses of GBP880,000 relate to the US and Germany. The decision was made to derecognise these assets until there is more certainty over their future utilisation. Across the year the total deferred tax asset in respect of unrelieved trading losses has decreased from GBP456,000 to GBP432,000.

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:

 
                                                  2016         2015 
                                                GBP000       GBP000 
 
Profit for the year                             11,806        7,829 
                                           -----------  ----------- 
 
Basic earnings per share 
Weighted average number of shares 
 in issue                                  357,989,177  354,730,817 
                                           -----------  ----------- 
 
Basic earnings per share                         3.30p        2.21p 
                                           ===========  =========== 
 
Weighted average number of shares 
 in issue                                  357,989,177  354,730,817 
Add back: 
Treasury shares                              3,023,469    2,863,552 
ESOP shares                                    875,044    1,139,245 
                                           -----------  ----------- 
Weighted average allotted, called 
 up and fully paid share capital           361,887,690  358,733,614 
                                           -----------  ----------- 
 
Diluted earnings per share 
Weighted average number of shares 
 in issue used in basic earnings 
 per share calculation                     357,989,177  354,730,817 
Dilutive share options                      13,579,022   17,234,828 
                                           -----------  ----------- 
Weighted average number of shares 
 in issue used in dilutive earnings 
 per share calculation                     371,568,199  371,965,645 
 
Diluted earnings per share                       3.18p        2.10p 
                                           ===========  =========== 
 
 
 
 
 
 Adjusted earnings per                    2016            2015 
  share                                 GBP000          GBP000 
 
 Profit for the year                    11,806           7,829 
 Add back: 
 Amortisation on acquired 
  intangibles                            3,817           3,778 
 Acquisition credits                     (404)            (34) 
 Restructuring costs                       330           1,025 
 Tax effect                              (829)           (961) 
                                  ------------  -------------- 
 Adjusted profit for year               14,720          11,637 
                                  ------------  -------------- 
 Weighted average number 
  of shares in issue - basic       357,989,177     354,730,817 
 Weighted average number 
  of shares in issue - diluted     371,568,199     371,965,645 
 
 Adjusted earnings per 
  share                                  4.11p           3.28p 
 
 Adjusted diluted earnings 
  per share                              3.96p           3.13p 
 

5 ACQUISITIONS

Open Objects Software Limited

On 25 July 2016, the Group acquired the entire share capital of Open Objects Software Limited for a total consideration of GBP6.24m, being GBP5.04m in cash and GBP1.20m in shares. Open Objects offer managed cloud services to the public sector, specialising in social care and health. It is a UK market leader in the provision of Adult Social Care and Family Services software and services to local authorities. The acquisition supports the Group's strategy of extending its Public Sector domains.

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

 
                                               Provisional 
                                                fair value 
                                       Book    adjustments     Fair value 
                                      value         GBP000         GBP000 
                                     GBP000 
 Intangible assets                        1          3,646          3,647 
 Property, plant and 
  equipment                              54           (11)             43 
 Trade receivables                      954              -            954 
 Other receivables                       86              -             86 
 Cash at bank                         1,040              -          1,040 
                                  ---------  -------------  ------------- 
 TOTAL ASSETS                         2,135          3,635          5,770 
 
 Trade payables                        (73)              -           (73) 
 Other liabilities                    (144)              -          (144) 
 Deferred income                    (1,101)              -        (1,101) 
 Social security and 
  other taxes                           (2)              -            (2) 
 Deferred tax liability                   -          (656)          (656) 
 TOTAL LIABILITIES                  (1,320)          (656)        (1,976) 
                                  ---------  ------------- 
 NET ASSETS                                                         3,794 
 Purchased goodwill capitalised                                     2,443 
                                                            ------------- 
 Total consideration                                                6,237 
                                                            ------------- 
 

Satisfied by:

 
 Cash to vendor              3,437 
 Issue of share 
  capital                    1,200 
 Earn out consideration      1,600 
                            ------ 
 Total consideration         6,237 
                            ------ 
 

Due to the timing of the acquisition, the fair values stated above are provisional based on management's best estimate. The fair value adjustment for the intangible assets includes GBP3,645,000 in relation to customer relationships, trade names and software. A related deferred tax liability has also been recorded as a fair value adjustment. Adjustments were also processed to align company policies with Idox Group policies. These included GBP1,000 in respect of intangible assets and GBP11,000 in relation to property, plant and equipment.

The revenue included in the consolidated statement of comprehensive income since 25 July 2016, contributed by Open Objects was GBP825,000. Open Objects also made a profit of GBP159,000 for the same period. If Open Objects had been included from 1 November 2015, it would have contributed GBP3,078,000 to Group revenue and a profit after tax of GBP423,000.

The earn out period is 1 April 2017 to 31 March 2018. The earn out arrangement requires the Group to pay the former owners of Open Objects an amount to be determined by revenue in the earn out period, up to a maximum of GBP1,600,000 in cash. GBP1,600,000 has been recognised at the date of acquisition, which represents the fair value of

the contingent consideration. At the reporting date, management's best estimate, based on forecast revenues, is that the full contingent consideration will be payable.

Acquisition costs of GBP75,000 have been written off in the consolidated statement of comprehensive income.

Rippleffect Studio Limited

On 22 August 2016, the Group acquired the entire share capital of Rippleffect Studio Limited for a total consideration of GBP2.039m in cash. Rippleffect is a digital consultancy agency with expertise in the delivery of digital solutions for the sports, leisure and public sector markets including the provision of e-commerce platforms. The acquisition is complementary to Idox's Digital segment and provides new technology. The acquisition also supports the Group's strategy of expansion into sector neutral content and digital platforms.

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

 
                                               Provisional 
                                                fair value 
                                       Book    adjustments     Fair value 
                                      value         GBP000         GBP000 
                                     GBP000 
 Intangible assets                        -          2,492          2,492 
 Property, plant and 
  equipment                              17            (8)              9 
 Trade receivables                      609              -            609 
 Accrued Income                       1,277          (879)            398 
 Other receivables                       45              -             45 
 Cash at bank                         (265)              -          (265) 
                                  ---------  -------------  ------------- 
 TOTAL ASSETS                         1,683          1,605          3,288 
 
 Trade payables                       (280)              -          (280) 
 Other liabilities                     (54)          (186)          (240) 
 Deferred Income                          -          (603)          (603) 
 Social security and 
  other taxes                         (159)              -          (159) 
 Deferred tax liability                   -          (449)          (449) 
 TOTAL LIABILITIES                    (493)        (1,238)        (1,731) 
                                  ---------  ------------- 
 NET ASSETS                                                         1,557 
 Purchased goodwill capitalised                                       482 
                                                            ------------- 
 Total consideration                                                2,039 
                                                            ------------- 
 

Satisfied by:

 
 Cash to vendor              2,039 
 Earn out consideration          - 
                            ------ 
 Total consideration         2,039 
                            ------ 
 

Due to the timing of the acquisition, the fair values stated above are provisional, based on management's best estimate. The fair value adjustment for the intangible assets relates to customer relationships and trade names. A related deferred tax liability has also been recorded as a fair value adjustment. Adjustments were also processed to align company policies with Idox Group policies. These included GBP8,000 in respect of fixed assets, GBP879,000 in relation to accrued income, GBP186,000 in relation to accruals and GBP603,000 in relation to deferred income.

The fair value of trade receivables is equal to the gross contractual amounts receivable. An initial review of trade receivables has not indicated any recoverability issues.

The revenue included in the consolidated statement of comprehensive income since 22 August 2016, contributed by Rippleffect, was GBP1,151,000. Rippleffect also made a loss of GBP82,000 for the same period. If Rippleffect had been included from 1 November 2015, it would have contributed GBP6,000,000 to Group revenue and a loss after tax of GBP312,000.

There is no earn out period for Rippleffect.

Acquisition costs of GBP48,000 have been written off in the consolidated statement of comprehensive income.

Had the above acquisitions occurred at the beginning of the financial year, the revenue of the Group would be GBP85.8m and the profit before tax of the Group would be GBP13.1m.

Cloud Amber Limited

During the period, a fair value adjustment was made in respect of the acquisition of Cloud Amber Limited on the 7 July 2016. The adjustment totalled GBP215,000 and was in relation to the release of a bad debt provision not utilised.

During the period the contingent consideration was adjusted from GBP1,200,000 to GBP478,000. The reduction was a result of missing the revenue target as set out in the Share Purchase Agreement. At the reporting date, management's best estimate is that the adjusted contingent consideration will be payable. The adjustment of GBP722,000 is included in 'Acquisition credits' in the Consolidated Interim Statement of Comprehensive Income.

Reading Room Limited

During the period, there have been several fair value adjustments in respect of the acquisition of Reading Room Limited on 8 October 2015. The adjustments totalled GBP414,000.

A number of adjustments were processed to align company policies with Idox Group policies. These included GBP238,000 in respect of intangible assets, GBP71,000 in respect of property, plant and equipment, GBP12,000 in respect of the bad debt provision, GBP193,000 in respect of deferred income and GBP74,000 in respect of accruals.

Acquisition cash flows

Acquisition cash flows in the year are as follows:

 
                                         Net cash 
                                          outflow 
Subsidiaries acquired during the year:     GBP000 
Open Objects Software Limited               2,397 
 Rippleffect Studio Limited                 2,304 
                                            4,701 
                                         ======== 
 

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

6 FURTHER COPIES

Copies of this announcement and 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, 1 Bartholomew Lane, London, EC2N 2AX, Tel: 020 7496 3000 or from IDOX plc, 2nd floor, 1310 Waterside, Arlington Business Park, Theale, Reading, RG7 4SA. 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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