TIDMIDOX
RNS Number : 8886N
IDOX PLC
26 January 2023
26 January 2023
Idox plc
( 'Idox' or the 'Group' or the 'Company')
FY22 Results
"A solid performance, with strong recurring revenue and margin
expansion"
Idox plc (AIM: IDOX), a leading supplier of specialist
information management software and solutions to the public and
asset intensive sectors, is pleased to report its financial results
for the year ended 31 October 2022.
Financial highlights
Reconciliations between adjusted and statutory earnings are
contained at the end of this announcement.
Revenue
-- Revenue increased by 6% to GBP66.2m (2021: GBP62.2m), driven
by growth in Public Sector Software.
-- Recurring revenue(1) increased by 12% to GBP40.5m (2021:
GBP36.3m), and now account for 61% of the Group's total revenue
(2021: 58%).
Profit
-- Adjusted(2) EBITDA increased by 15% to GBP22.5m (2021: GBP19.5m).
-- Adjusted(2) EBITDA margin improved to 34% (2021: 31%), driven
by operational improvements, acquisitions, and business mix.
-- Statutory operating profit increased by 13% to GBP8.7m (2021: GBP7.6m).
-- Statutory operating profit margin improved to 13% (2021: 12%).
-- Statutory profit before tax GBP6.6m (2021: GBP7.3m).
-- Adjusted(3) diluted EPS increased by 7% to 2.44p (2021: 2.27p).
-- Statutory diluted EPS decreased to 1.24p (2020: 1.34p).
Cash and debt
-- Net debt(4) at 31 October 2022 reduced by 18% to GBP6.7m (2021: GBP8.1m).
-- Free cashflow(5) generation of GBP7.2m (2021: GBP9.7m).
-- Acquisition of LandHawk in the year for GBP1.1m.
Dividend
-- Final dividend of 0.5p per share (2021: 0.4p) declared,
reflecting continuing growth opportunities, our strong financial
position and our confidence in the future .
Operational highlights
Idox has delivered a resilient performance in a year of economic
uncertainty and maintained good progress against the Group's
strategic goals:
-- Record full year order intake up 19% on FY21 to GBP74m, with
good wins across the Group, providing good visibility into
FY23.
-- Good growth of revenue and profit in Public Sector Software
(PSS) buoyed by FY21 acquisitions; stable performance in
Engineering Information Management (EIM) despite difficult market
conditions.
-- Contract wins and extensions which increase average tenure
across both our PSS and EIM businesses.
-- Further enhancement of the Group's geographic information
system mapping (GIS) capabilities with the acquisition of LandHawk,
following on from the three FY21 acquisitions of Aligned Assets,
thinkWhere and exeGesIS.
-- Continued upscaling of the Pune, India, centre of excellence
to increase capacity, efficiency, capability, and knowledge
sharing.
-- Clear focus on innovation and consolidation of our product
portfolio, including our continuing journey to transition to cloud
across the portfolio.
Current trading and outlook
-- The Group has enjoyed an encouraging start to FY23, with
trading in line with the Board's expectations.
-- High levels of recurring revenue, contract renewals,
orderbook and pipeline, providing good visibility which leaves us
well placed in our aim to grow the business by double digits in
FY23.
-- We continue to target further acquisitions to leverage our platform.
David Meaden, Chief Executive of Idox said:
" We have continued to make strong progress in line with both
expectations and our strategic plan, despite a high inflationary
environment and a period of political uncertainty across the
markets in which we operate.
By refocusing Idox as a software business, we have been largely
insulated from the broader issues affecting the economy and by
adopting market leadership positions in a small number of clearly
defined areas, we have also been able to substantially improve the
overall quality of our proposition. Over the past 12 months we have
significantly increased our recurring revenue and sales order
intake, providing greater visibility of future revenues. Looking
forward, we are well placed to continue our organic growth.
With a strong balance sheet, we will look to add further
capabilities and capacity through our selective and accretive
acquisition strategy. We believe that by leveraging the scale of
our sales and marketing, software development and overall
operations we can improve the performance of acquired businesses
and add real value to our clients. The level of activity has been
high in the year, and we anticipate we will reap the benefit of
this hard work moving forward .
We have started the new financial year encouragingly, with
trading in line with our expectations, and we are confident about
the outlook for the year as a whole."
There will be a webcast at 9:30am UK time today for analysts and
investors. To register for the webcast please contact MHP
Communications at idox@mhpgroup.com
For further information please contact :
Idox plc +44 (0) 870 333 7101
Chris Stone, Non-Executive Chairman investorrelations@idoxgroup.com
David Meaden, Chief Executive
Anoop Kang, Chief Financial Officer
Peel Hunt LLP (NOMAD and Broker) +44 (0) 20 7418 8900
Paul Gillam
Michael Burke
James Smith
MHP Communications + 44 (0) 20 3128 8170
Reg Hoare idox@mhpgroup.com
Ollie Hoare
Matthew Taylor
About Idox plc
For more information see www.idoxplc.com @Idoxgroup
Alternative Performance Measures
The Group uses these APMs, which are not defined or specified
under International Financial Reporting Standards, as this is in
line with the management information requested and presented to the
decision makers in our business; and is consistent with how the
business is assessed by our debt and equity providers.
(1) Recurring revenue is defined as revenues recognised from
support and maintenance fees, managed service fees (including for
hosting) and Software-as-a-Service subscription fees.
(2) Adjusted EBITDA is defined as earnings before amortisation,
depreciation, restructuring, acquisition costs, impairment,
financing costs and share option costs. Share option costs are
excluded from Adjusted EBITDA as this is a standard measure in the
industry and how management and our shareholders track
performance.
(3) Adjusted EPS excludes amortisation on acquired intangibles,
restructuring, financing, impairment, share option and acquisition
costs.
(4) Net debt is defined as the aggregation of cash, bank
borrowings and long-term bond.
(5) Free cashflow is defined as net cashflow from operating
activities after taxation less capital expenditure and lease
payments.
Annual financial report announcement
The extracts below are from the Annual Financial Report 2022.
Note references refer to notes included in this Annual Financial
Report Announcement 2022.
Chair's statement
Introduction
I am pleased to report a good set of results to all of our
shareholders and other stakeholders for the financial year ending
31 October 2022. The business has maintained its trajectory of
improving revenue, profit and net debt that has been established
over the past few years. This year we have seen the benefits of our
focused acquisitions contribution to the strong base that the
business has established, and it is pleasing to note the solid
growth in our levels of recurring revenue that are being delivered
through our continued focus on long-term repeatable revenues.
During the year, there was a role change on our Board of
Directors, as we appointed Anoop Kang to the position of Chief
Financial Officer in place of Rob Grubb. We were delighted to
welcome Anoop, who brings a good and complementary set of
experiences to both the Board and the management team. We are
fortunate that Rob sought to be part of the ongoing success of the
business and is heading up our acquisition programme, as M&A
Director, which we see as an important part of future value
creation for the business. He has also been able to help Anoop get
off to a fast start with understanding the business and has
mitigated the risk associated with such an important leadership
change.
As I reported last year, in 2021 we made a number of significant
strategic changes through our disposal and acquisition programmes.
The programme has continued, with the acquisition of LandHawk
Software Services Limited, a land mapping and GIS data business,
which fits very well with our core local authority and property
business. FY22 has seen a significant focus on the integration of
the acquisitions of Aligned Assets Limited, thinkWhere Limited and
exeGesIS Spatial Data Management Ltd. These integrations have gone
very well, with a complete transfer of our new colleagues onto Idox
terms and conditions, and integration with the core operating
systems and processes that have been established over the past four
years.
One of the clearest demonstrations of our successful acquisition
programme is seen in the significant growth in customers and
revenues for our Idox Cloud offering, based on the cloud platform
that came with the acquisition of Tascomi in 2019. Their annual
recurring revenues are up 16% in FY22, and the Group was able to
secure 15 new Idox Cloud Customers.
We had set ourselves a target of generating over 35% Adjusted
EBITDA margin sustained over the medium term by investing in
improving our core back-office systems and processes. I am pleased
to say that we are well on track to achieving that target with a
Group Adjusted EBITDA margin of 34% this year. This is a good
performance from a mature, well managed business.
As we move into the new financial year, we can expect to see
continued growth in our core businesses enhanced by the
acquisitions we have already made. We will also continue to target
further acquisitions to allow us to continue to leverage the
platform that we have created through our operational
investments.
Whilst the Covid-19 pandemic is now behind us, the longer
lasting effects in changes to working patterns remains. We strive
to make sure that we have the right blend of home and office work,
and essential and non-essential travel. Employers need to work hard
and creatively to enable appropriate new ways of working that meet
all these new requirements without allowing a drop in the most
important thing, excellent customer service. I have been impressed
by the continuing positive attitudes and behaviours of all our
colleagues at Idox, which has enabled this ongoing strong
performance. We will continue to work to ensure that we maintain
the right blend of work experience that meets our colleagues needs
whilst also ensuring the continuous development of our skills and
capabilities.
Building a strong and thriving culture enables us to build value
for all our stakeholders. Each day we see our people living our
DRIVE values by being dynamic, owning our commitments, doing the
right thing, valuing those around them and being passionate about
quality. It is with these values in mind that we continue to
develop talent within the business creating an environment where
growth and innovation is the ambition we work towards
collectively.
Group Strategy
The Group continued its focus on providing digital solutions and
services to the public sector in the United Kingdom, complemented
by our Engineering Information Management (EIM) business servicing
customers across the world. The key to our success is to ensure we
deliver better user results and productivity improvements for
customers through focusing on usability, functionality and
application of integrated digital and increasingly cloud-based
technologies and solutions. The identification of acquisition
opportunities and the integration of completed acquisitions is a
key part of management focus and effort.
Board
There has been one change to the Board in FY22, as reported
above. As in the previous year, we carried out a formal Board
Effectiveness review during the year, and there were some good
points raised which we will be incorporating in the coming
year.
I am satisfied that there is sufficient diversity in the Board
structure to bring a balance of skills, experience, independence,
and knowledge to the Group, however, I intend to keep this balance
under review and continued assessment.
Corporate governance
We are cognisant of the important responsibilities we have in
respect of corporate governance and shaping our culture to be
consistent with our objectives, strategy, and business model which
we set out in our Strategic Report and our description of Principal
Risks and Uncertainties. The Group is committed to conducting its
business fairly, impartially, in an ethical and proper manner, and
in full compliance with all laws and regulations. In conducting our
business, integrity is the foundation of all Company relationships,
including those with customers, suppliers, communities, and
employees.
Corporate simplification
As highlighted above, during the financial year we completed the
integration of three new companies, Aligned Assets, thinkWhere and
exeGesIS, by hiving their trade and assets in to Idox Software
Limited. This process is underway for our latest acquisition,
LandHawk. All of these businesses are enhancing our core public
sector software offering.
Dividends
The Board has proposed a final dividend of 0.5p (2021: 0.4p) for
FY22, bringing the total for the year to 0.5p (2021: 0.4p). Subject
to approval at the AGM, the final dividend will be paid on 14 April
2023 to shareholders on the register as at 31 March 2023. This
decision was reached after a full consideration of the continuing
growth opportunities before the business, our strong financial
position and our confidence in the future.
Summary and outlook
The financial results of the last year reflect the increasing
quality of the Idox business. We operate in good markets, with
strong market positions and insights, and we have every confidence
that we can continue the excellent progress we have seen in FY22.
The changes that we have made in the last few years, to the team,
our structure, systems, and processes have delivered a step-change
improvement in our financial performance. We can now point to an
improved stability in performance and confidence for the future,
based on strongly improving orderbooks and levels of recurring
revenue. I am delighted to have had the opportunity to work with
all my Idox colleagues during a period of such tremendous
improvement and I look forward to continuing that work in
delivering growing value to all our stakeholders.
Idox stakeholders are fortunate that such a talented group of
people, including our recently joined colleagues from our
acquisition programme, have chosen Idox as a place they want to
work. Their expertise and diligence have continued to deliver the
support and value that our customers expect, and I am pleased to
extend my thanks to all of them.
Chris Stone
Chairman
Chief Executive's review
Strong progress
We have continued to make strong progress in line with our
strategic plan, despite a backdrop of high inflation and a period
of political uncertainty.
By refocussing Idox as a software business, we have been largely
insulated from the broader issues affecting the wider economy. Our
market leading positions in our chosen markets means we have also
been able to substantially improve the overall quality of our
business. This clear focus has delivered improved margins and cash
generated by operations, lower debt, and a stronger balance
sheet.
We aim to be a 'rule of 40' business, where the combination of
growth rate plus EBITDA equates to forty per cent. Through the
adoption of our 4 Pillars (Revenue, Margins, Simplification,
Communication), we have continued to improve our business and
automate our processes. These continuous marginal improvements to
our customer engagement and operating models have allowed us to
improve EBITDA margins materially in the year from 31% to 34%.
Growth
Looking forward, we are well placed to continue to grow
organically. Over the past 12 months we have significantly
increased our recurring revenue and sales order intake, providing
greater visibility of future revenues.
The local authority sector continues to be robust, and client
retention across our core markets remains very high. We continue to
be a partner to each of our local authority customers, helping them
achieve better efficiencies, and we drive forward innovations that
improve the quality and frequency of their engagement with
citizens.
Whilst Public Sector markets have pressure on their budgets,
there is a clear need to improve the way services are delivered to
an increasing and complex system of stakeholders. This is
especially true in land and property where we are focusing more of
our ongoing investment on products that connect the wider
eco-system of local authorities, planners, private developers, land
agents, construction companies, estate agents, conveyancers and
others who need to access the same consistent data and processes.
We believe there are opportunities to improve the way the broader
system operates and communicates to the benefit of all parties, in
particular there also remains a significant opportunity to broaden
our product offering with existing public sector clients.
This move to embrace digitisation requires greater accuracy of
data and in particular geo spatial data, which is an area where we
have improved our capabilities with the acquisitions of thinkWhere,
LandHawk, Aligned Assets and exeGesIS over the last 24 months.
With the well documented skills shortages, clients are finding
it challenging to retain and develop key skills, particularly in IT
and data. As a trusted partner, Idox can often fill these gaps,
with additional software solutions, hosting options or professional
services.
Scaling the business
With our strong balance sheet, we will look to follow the
success to date of adding further capabilities and capacity through
a selective and accretive acquisition strategy. We believe that by
leveraging the scale of our sales and marketing, software
development and overall operations we can improve the performance
of acquired businesses and add real value to our clients. The level
of activity has been high in the year, and we anticipate we will
reap the benefit of this hard work moving forward.
We have good headroom in our facilities to fund further M&A
opportunities, with a GBP35m revolving credit facility and GBP10m
accordion. We continue to pursue a number of acquisition
opportunities but remain focused on ensuring strategic alignment
whilst maintaining a disciplined approach to valuation.
Operations
We continue to optimise our operations across the Group. In our
development team, following an internal recruitment process, we are
pleased to have appointed Rick Hassard to the new role of Director
of Engineering, and continued to grow our presence in Pune,
India.
Shortly after the end of the financial year, we implemented a
new divisional structure that will allow us to delegate more
authority to those closest to our markets, products, and customers
and to seek out ways to deliver more value as part of our 'Fly'
stage. Scott Goodwin, Chris Evans, and Steve Bruce now head up the
Land and Property, Communities and Assets operations
respectively.
People
Growth requires that we have flexibility in our organisational
model and that we have talent that can rise to the opportunities
presented. Over the last two years we have put approximately 100
people through the Idox Leadership Programme, Leading Together, and
we are pleased that the recent set of senior appointments in the
business have all been graduates of that programme.
While we work on maintaining and growing a positive culture, we
continue to review and track our rewards and benefits to ensure
that our colleagues are fairly compensated.
We continue to focus heavily on employee engagement, and the
importance of culture and values throughout our business. The
Groupwide CEO broadcasts continue to be very well attended and we
were delighted with the response from our teams to our 'Dare to be
Different' survey, aimed at making Idox an inclusive workplace
allowing everyone to be their best selves.
Outlook
We have made an encouraging start to FY23, and we continue to
trade in line with the Board's expectations. We will continue to
invest selectively to grow our capabilities and support our
customers. The business has a strong foundation in property and
asset-based solutions and this, along with our focus on digital
transformation and Cloud provision, will underpin our future
strategy and growth. We are well placed in our aim to grow
organically by double digits, given our increase in sales order
intake and recurring revenue, providing greater visibility of
future revenues.
We continue to have financial resources at our disposal for
accretive and enhancing acquisitions and, having shown that this
can be delivered successfully, we look forward to driving
shareholder value moving forward. We remain confident about the
outlook for the year as a whole
David Meaden
Chief Executive Officer
Chief Operating Officer's review
Overview
I am pleased to provide an operational update and to report
successful progress across the year at Idox. We continue to evolve
our operational structures to deliver better services, more
effectively, whilst maintaining our performance levels and high
standards.
Across the Group, colleagues have shown great resilience and
determination in the delivery of critical software and national
infrastructure solutions into our growing customer base.
We are successfully operating in a hybrid working model, with
colleagues working from both office locations and home where roles
allow. This continued flexibility provides colleagues with a
balanced approach and works well with our customer requirements
which continue, on the whole, to necessitate remote working, with
only limited onsite presence requested.
Across the Group, our Four Pillars continue to drive our
operating model at both a tactical deployment and strategic level.
This approach embodies a clear methodology and culture for all
colleagues when making key decisions within the business.
Revenue
To provide a more targeted focus on the markets that we serve,
and to ensure our solutions help our customers deliver better
services, for FY23 we have implemented a divisional structure that
consolidates Business Units delivering comparable technical
solutions or serving similar markets: Land and Property,
Communities and Assets.
The Divisional structure has been designed to create a direct
focus for sales, products, and customer engagement. Aimed at
delivering great customer outcomes and aligning product roadmaps
and innovation investment more dynamically to their respective
market requirements, these changes will help drive high quality,
long-term sustainable revenue growth across the Group. Our
operating model continues to leverage the overall scale of the
Group across horizontal functions including, Software Development,
Professional Services, Customer Support and Infrastructure.
We retain strong business controls and governance to ensure that
revenue is of high quality, and we continue to adopt and implement
solutions that help improve our annually recurring revenues and
long-term value.
Focussing on long-term sustainable growth has helped deliver a
growth rate of over 12% for Annual Recurring Revenues across the
Group.
We continue to invest in our sales stratification strategy,
improving efficiencies, reducing our overall cost of sales and
enhancing the customer experience. This year we welcomed 190 new
customers to Idox and saw our order intake grow to over GBP74m
(+19% YoY) which was significantly ahead of our revenues in-year,
building momentum into future revenues and orderbook.
We continue to lead the way in the provision of digital SaaS
platforms for the Built Environment and Public Protection, Public
Sector market through our Idox Cloud solutions, winning 15 new
customers to the platform. New customers included North
Warwickshire Borough Council and Rother District Council. Our cloud
conversion strategy saw continued successes this year with more
customers committing to long-term agreements with Idox, including
both Shropshire County Council and London Borough of Brent moving
to the Idox Cloud solution. We also saw significant successes in
the Local Authority customer base particularly in the provision of
private cloud services; successes included Aberdeenshire Council,
North Lanarkshire Council, Sunderland City Council and Newport City
Council.
In Aligned Assets we continued to win new business throughout
2022, providing an address management service to the largest police
force in the country, the Metropolitan Police. Our solution
delivers critical information and property intelligence directly to
investigating officers. This is a solution that is fundamental to
the emergency dispatch of officers for the whole of Greater London
and the Royal estates, so accuracy, speed and resilience are vital
components of the solution.
In Social Care we saw new wins with Oldham Council, Isle of
Wight and Cambridgeshire County Council. In our Sexual Health
Solutions, we saw an important win with Solution4Health and
long-term commitments from Virgin Care Services, Central London
Community Health NHS Trust and Berkshire Healthcare NHS Foundation
Trust.
In Elections we saw new clients for both Elections Management
Software and PVMS (Print & Managed Services), these included
Oxford City Council, Somerset Council, and Scottish Borders
Council. Our Databases business continued to attract additional
customers, where we secured over 120 new customers to our
GrantFinder and ResearchConnect SaaS solutions.
In our EIM division we welcomed 15 new customers across a number
of different industries, this included a five-year contract for
Lummus Technology LLC, TransAlta Energy Corporation and
Adani-Ambuja Cements Ltd. We also saw continued commitment and
large projects from existing customers including Canadian Natural
Resource Limited (CNRL), Oxy Inc, and PSEG.
Margins
We have seen an overall improvement in Adjusted EBITDA to 34%
(2021: 31%) in our continuing business performance over the last
12-months. We recorded a statutory profit before tax of GBP6.6m
(2021: GBP7.3m) representing a statutory profit margin of 10%
(2021: 12%).
Across the Group we continue to invest in our people, technology
and operational initiatives to help drive improvements in margin
performance. Leading Together and other development programmes have
created many opportunities for colleagues from within the business
to take on new roles and promotions.
We have doubled the size of our India operation in Pune and
extended our capabilities to include all aspects of our back-office
functions, including Finance and HR. We have also expanded our
development capacity and included technical consultancy and
services resources; this continues to be a key strategic
development area for Idox.
Our operational structure combines the focus of a targeted
divisional go-to-market team focussed on product innovation,
revenue and customer growth with the scale of the entire Group for
Engineering, Professional Services, Customer Support and other
back-office functions, this combination maximises our cost base and
resources.
Simplification
We continue with our efforts to operate the Group as a simple
and efficient business, leveraging the scale of the organisation
with continued Group wide operational functions for Professional
Services, Engineering, Customer Helpdesk/Support functions as well
as IT, People services and Finance.
A divisional structure provides the leadership required to
directly drive revenue growth and strategic product alignment
through bringing the appropriate market knowledge and domain
expertise.
We continue to invest in technology, process improvement and
organisational design across the Group which includes the
implementation of Financial Force as a Professional Services
Automation (PSA) tool bringing greater project and financial
controls, better deployment of resources, improved utilisation, and
has allowed Idox to improve the overall Customer Experience.
As we look to maximise our investment in our CRM tools
implemented over the previous years, we have included additional
capabilities for forecasting and deployed pricing automation tools
to the portfolio, improving consistency, efficiency and revenue
visibility.
We have also implemented technology to assist Product Management
and Engineering areas; helping to align strategic product
objectives with our corporate objectives. These tools help us drive
best practice and execute delivery across the organisation in a
consistent and effective way. A key initiative of the investment is
the provision of a dynamic communication gateway for customers;
improving feedback, delivering release notes, providing articles
for consultation and generating active product roadmaps are all
features of the gateway. This improves the overall collaboration
with our customers and is helping us drive our investments and
development efforts into the areas that really matter for our
customers.
We have maintained our commitment to high quality processes by
renewing our ISO 9001 (Quality Management), ISO 14001
(Environmental Management), ISO 45001 (Occupational Health &
Safety) and ISO 27001 (Information Security Management)
accreditations as well as achieving certification for ISO 22301
(Business Continuity). I am also pleased to report that during the
year, Idox was fully accredited with Cyber Essential Plus,
demonstrating our ongoing commitment to cyber security and
protection protocols).
Communication
This year we have continued to improve the way we work and
communicate with our customers, leveraging technologies previously
mentioned to help create more meaningful engagement and increasing
touch points. Additionally, we have communicated directly through
our extensive account management teams, these are further supported
through our internal sales support and our project management
office.
We also work with specific areas of government and industry
groups directly linked to the markets that we serve. This provides
access and knowledge of the latest strategies, requirements and
trends enabling Idox to participate in these discussions and take
advantage of these opinions and points of view within development
plans.
We operate a wide and varied communication strategy across all
our teams and look to address issues and challenges identified with
openness and transparency. We aim to reflect our own people's
desire for Idox to be a socially responsible and sustainable
business, providing colleagues with time and resources to support
charities and local good causes. Our employee initiatives, such as
Workplace Wellbeing, provide support to our colleagues and create
communities where support and connection is created. We also look
to encourage colleagues to initiate and drive engagement across the
business through shared interest, these have included photography
groups, pets, cycling, knitting and other hobbies and pastimes. We
believe that these are all good signs of a healthy and vibrant
business with actively engages colleagues where all opinions are
aired and heard.
FY23 has started well and with our new divisional structure,
focussing our efforts on specific market challenges and aligning
our investments into key revenue opportunities, we are already
seeing a positive impact.
Jonathan Legdon
Chief Operating Officer
Financial review
FY22 has seen a robust set of results against challenging market
conditions. The Group delivered increased revenues and improved
levels of EBITDA and margin along with improvements in its net debt
position at 31 October 2022. In addition, the Group continued to
progress its M&A strategy and completed the acquisition of
LandHawk in October 2022.
The Idox Content businesses are classified as discontinued
operations following their disposal in FY21. As a result of the
disposal there have been no revenues or EBITDA attributable to this
division in the year, however, there have been finalisation costs
associated with the disposal of GBP0.6m.
The following table sets out the revenues and Adjusted EBITDA
for each of the Group's segments from its continuing and
discontinued activities:
FY22 FY21 Variance
-----------------
GBP000 GBP000 GBP000 %
Revenue
- Public Sector Software 58,283 54,114 4,169 8%
- Engineering Information
Management 7,901 8,071 (170) (2%)
------- ------- --------
- Idox Software 66,184 62,185 3,999 6%
- Idox Content (discontinued) - 3,897 (3,897) (100%)
------- ------- --------
- Total 66,184 66,082 102 (0%)
Revenue split
- Public Sector Software 88% 82%
- Engineering Information
Management 12% 12%
------- -------
- Idox Software 100% 94%
- Idox Content (discontinued) - 6%
Adjusted EBITDA*
- Public Sector Software 20,974 17,969 3,005 17%
- Engineering Information
Management 1,535 1,550 (15) (1%)
------- ------- --------
- Idox Software 22,509 19,519 2,990 15%
- Idox Content (discontinued) - 276 (276) (100%)
------- ------- --------
- Total 22,509 19,795 2,714 14%
Adjusted EBITDA margin
split
- Public Sector Software 36% 33%
- Engineering Information
Management 19% 19%
------- -------
- Idox Software 34% 31%
- Idox Content (discontinued) - 7%
------- -------
- Total 34% 30%
* Adjusted EBITDA is defined as earnings before amortisation,
depreciation, restructuring, acquisition costs, impairment,
financing costs and share option costs .
Continuing operations - PSS and EIM
FY22 FY21 Variance
--------------
GBP000 GBP000 GBP000 %
Continuing revenues
- Recurring (PSS) 34,557 30,111 4,446 15%
- Recurring (EIM) 5,989 6,139 (150) (2%)
------- ------- -------
- Total recurring 40,546 36,250 4,296 12%
- Non-recurring (PSS) 23,726 24,003 (277) (1%)
- Non-recurring (EIM) 1,912 1,932 (20) (1%)
------- ------- -------
- Total non-recurring 25,638 25,935 (297) (1%)
- Total continuing revenue 66,184 62,185 3,999 6%
- Recurring* 61% 58%
- Non-recurring** 39% 42%
* Recurring revenue is defined as revenues associated with
access to a specific ongoing service, with invoicing that typically
recurs on an annual basis and underpinned by either a multi-year or
rolling contract. These services include Support & Maintenance,
SaaS fees, Hosting services, and some Managed Service arrangements
which involve a fixed fee irrespective of consumption.
** Non-Recurring revenue is defined as revenues without any
formal commitment from the customer to recur on an annual
basis.
Revenue from continuing operations for the Group increased 6% in
the year to GBP66.2m (2021: GBP62.2m). PSS was up 8% for the year
at GBP58.3m (2021: GBP54.1m) and EIM has remained broadly flat with
revenue of GBP7.9m (2021: GBP8.1m). Taking account of revenues from
discontinued businesses in 2021 of GBP3.9m total Group revenue is
slightly up in the year.
Recurring revenues for the year increased 12% from GBP36.3m to
GBP40.5m and represented 61% (2021: 58%) of the total continuing
revenue. Within PSS, recurring revenue increased 15% to GBP34.6m
(2021: GBP30.1m). Good growth in recurring revenue in the Group's
Local Authority and Grants businesses was supported by new wins and
a full year impact from Aligned Assets, exeGesIS, and thinkWhere.
The recurring revenues in EIM remained stable at GBP6.0m (2021:
GBP6.1m).
Non-recurring revenues for the year were marginally lower at
GBP25.6m (2021: GBP25.9m). PSS recorded a small reduction of
GBP0.3m resulting in revenue of GBP23.7m (2021: GBP24.0m) with
strong contributions from the Local Authority and Elections
businesses. EIM remained stable at GBP1.9m (2021: GBP1.9m).
Adjusted EBITDA increased by 15% to GBP22.5m (2021: GBP19.5m),
delivering an improved Adjusted EBITDA margin of 34% (2021: 31%).
The margin improvement has been driven by a combination of
operational efficiencies, changes in mix and pricing.
We continue with our efforts to improve efficiencies through
marginal gains across our sales, development, professional services
and support activities, and leverage our common resources to drive
higher margins through improved economies of scale.
Discontinued operations - Content
The Group divested of its Content division during March and
April 2021 and therefore has not recorded any revenues in the year.
The table below is included to provide the comparative figures for
FY21.
FY22 FY21 Variance
-----------------
GBP000 GBP000 GBP000 %
Idox Content revenues
- Recurring - 604 (604) (100%)
- Non-recurring - 3,293 (3,293) (100%)
------- ------- --------
- 3,897 (3,897) (100%)
- Recurring - 15%
- Non-recurring - 85%
Profit before taxation
The statutory profit before tax was GBP6.6m (2021: GBP7.3m). The
reasons for the improved adjusted EBITDA are set out above, and the
reasons for the movements in all other constituent parts of profit
before tax are set out below. The following table provides a
reconciliation between adjusted EBITDA and statutory profit before
taxation for continuing operations.
FY22 FY21 Variance
-----------------
GBP000 GBP000 GBP000 %
Adjusted EBITDA 22,509 19,519 2,990 15%
Depreciation (1,597) (1,581) (16) 1%
Amortisation - software
licences and R&D (5,317) (5,062) (255) 5%
Amortisation - acquired
intangibles (3,670) (3,561) (109) 3%
Restructuring costs (470) 90 (560) (622%)
Acquisition costs (183) 134 (317) (237%)
Financing costs (30) (110) 80 (73%)
Share option costs (2,584) (1,789) (795) 44%
Net finance costs (2,056) (372) (1,684) 453%
-------- --------
Profit before taxation 6,602 7,268 (666) (9%)
-------- -------- --------
Restructuring costs were GBP0.5m (2021: GBP0.1m gain). The
restructuring costs in the year are associated with further
simplifications of the Group structure as we look to remove
historical dormant companies associated with previous
acquisitions.
Acquisition costs of GBP0.2m (2021: GBP0.1m gain) relates to the
acquisition of LandHawk in the year and finalisation fees
associated with the acquisition of Aligned Assets, thinkWhere and
exeGesIS in the prior year. The prior year is in relation to the
acquisition of Aligned Assets, thinkWhere and exeGesIS.
Financing costs of GBP30k (2021: GBP0.1m) relate to the annual
fee incurred as part of the loan facility agreement. The prior year
costs were incurred as part of the loan extension and transition to
SONIA from LIBOR in October 2021.
Share option costs of GBP2.6m (2021: GBP1.8m) relate to the
accounting charge for awards made under the Group's Long-term
Incentive Plan. The increase in the year is driven by the full year
impact of awards made in the prior year coupled with additional
awards made in FY22.
Net finance costs have increased to GBP2.1m (2021: GBP0.4m) due
the impact of a GBP1.0m adverse foreign exchange movement
(non-cash) on the Euro denominated bond and a GBP0.7m adverse
impact of an effective interest rate accounting adjustment on drawn
loan balances (also non-cash).
The Group continues to invest in developing innovative
technology solutions across the Idox Software portfolio and has
capitalised development costs of GBP6.6m (2021: GBP4.6m). The
increase in the year is primarily due to the full year impact of
the FY21 acquisitions (GBP1.5m), with the remaining GBP0.5m being
driven by an increase in our development and other outsourced
costs.
Taxation
The effective tax rate (ETR) for the year was 16.4% (2021: 9.4%)
for total operations. The ETR for the year for continuing
operations was 16.4% (2021: 17.0%).
The main factors for the reduction in the volatility in the ETR
on the profit before tax position were the disposals in FY21 which
resulted in income not subject to tax, meaning permanent and other
differences giving rise to ETR effects were proportionately lower
in the current period. These differences included routine
non-allowable amounts, losses utilised in the period in addition to
international losses not recognised in the period and higher
overseas tax rates.
The difference between the statutory rate of 19% and the ETR of
16.42% is due to tax losses utilised in the year, the impact of
overseas tax rates and international losses arising in the period
and not recognised.
There are substantial carried-forward losses not recognised for
deferred tax purposes to date, owing to adoption of a prudent loss
recognition position. The gross value of these losses not
recognised to date totals GBP13m, split across Malta (GBP10.9m) and
France (GBP2.1m). The Board is hopeful that the Group will benefit
from these unrecognised tax losses, with the exception of Malta, in
the future and these will be recognised at the point where
utilisation becomes more certain.
Earnings per share and dividends
Basic earnings per share for continuing and discontinued
operations decreased to 1.14p (2021: 2.71p) as a result of the
profit for FY21 benefitting from the GBP6.29m gain on disposal of
the Content businesses. Diluted earnings per share decreased to
1.11p (2021: 2.65p).
Adjusted basic earnings per share for continuing operations
increased 6% to 2.48p (2021: 2.33p) and adjusted diluted earnings
per share increased 7% to 2.44p (2021: 2.27p). The difference
between the increase in adjusted EBITDA of 15% and the adjusted
basic earnings per share of 8% is driven by the increase in finance
costs in the year.
The Board proposes a final dividend of 0.5p per share (2021:
0.4p), which represents a total dividend for the year of 0.5p per
share (2021: 0.4p), at a total cost of GBP2.3m (2021: GBP1.8m).
Balance sheet and cash flows
The Group's net assets have increased to GBP67.4m compared to
GBP60.8m as at 31 October 2021. The constituent movements are
detailed in the Group's consolidated Statement of Changes in
Equity: which are summarised as follows:
12 months
to
31 October
2022 GBP000
Total Equity as per FY21 Financial Report 60,810
Share option movements 2,542
Fair value of deferred consideration shares
on purchase of subsidiary 376
Equity dividends paid (1,784)
Profit for the year 5,044
Exchange gains on translation of foreign operations 428
Total Equity as per FY22 Financial Report 67,416
-------------
The increase in the Group's net assets is principally due to the
profit for the year, with an improvement in net debt in the year as
the Group continued to target cash generative revenues and margins
across its business. This is bolstered by the increase of
intangible assets due to the purchase of LandHawk in the year,
which was offset by the reduction in the right-of-use-assets. The
Group settled VAT deferrals from the previous year of GBP1.0m and
the historic provision associated with our exited London
office.
Cash generated from operating activities before tax as a
percentage of Adjusted EBITDA was 81% (2021: 84%). This decrease
was due primarily to the VAT liability deferrals the Group took
advantage of as part of its early Covid-19 pandemic defensive
actions in FY20 which were fully settled in FY22. The Group
generally continues to have high levels of adjusted EBITDA to cash
conversion.
Free cashflow for the year was GBP7.2m (2021: GBP9.7m). Free
cashflow has decreased in the year due to the VAT effect referred
to above coupled with an increased investment in capex in the
year.
FY22 FY21
GBP000 GBP000
Net cashflow from operating activities
after taxation 15,647 16,554
Capex (7,558) (5,747)
Lease payments (927) (1,154)
-------- --------
Free cashflow 7,162 9,653
-------- --------
The Group ended the year with net debt of GBP6.7m (2021:
GBP8.1m), an 18% improvement on the 2021 net debt position. Net
debt comprised cash of GBP13.9m less bank borrowings of GBP9.2m and
the Maltese listed bond of GBP11.3m, which is due in June 2025. We
ended the year with a net debt to Adjusted EBITDA ratio of 0.3
(2021: 0.42).
The Group retains significant liquidity with cash and available
committed bank facilities and has strong headroom against financial
covenants. The Group's total available facilities at 31 October
2022 consisted of a revolving credit facility of GBP35m and GBP10m
accordion which continue to June 2024.
Anoop Kang
Chief Financial Officer
Note 2022 2021
GBP000 GBP000
Continuing operations
Revenue 3 66,184 62,185
Cost of sales (15,050) (17,130)
-------- --------
Gross profit 51,134 45,055
Administrative expenses (42,476) (37,415)
Operating profit 8,658 7,640
Analysed as:
Earnings before depreciation, amortisation,
restructuring, acquisition costs, impairment,
financing costs and share option costs 3 22,509 19,519
Depreciation (1,597) (1,581)
Amortisation (8,987) (8,623)
Restructuring costs (470) 90
Acquisition costs (183) 134
Financing costs (30) (110)
Share option costs (2,584) (1,789)
----------------------------------------------- ---- -------- --------
Finance income 97 818
Finance costs (2,153) (1,190)
Profit before taxation 6,602 7,268
Income tax charge (991) (1,237)
Profit for the year from continuing
operations 5,611 6,031
Discontinued operations
(Loss) / profit for the year from discontinued
operations 4 (567) 5,918
Profit for the year attributable to
the owners of the parent 5,044 11,949
Other comprehensive income / (loss)
for the year
Items that may be reclassified subsequently
to profit or loss:
Exchange movements on translation of
foreign operations net of tax 428 (108)
-------- --------
Other comprehensive income / (loss)
for the year, net of tax 428 (108)
-------- --------
Total comprehensive income for the
year 5,472 11,841
======== ========
Total comprehensive income for the
year attributable to owners of the
parent 5,472 11,841
======== ========
Earnings per share attributable to owners of the parent during
the year
From continuing operations
Basic 5 1.27p 1.37p
Diluted 5 1.24p 1.34p
From continuing and discontinued operations
Basic 5 1.14p 2.71p
Diluted 5 1.11p 2.65p
The accompanying accounting policies and notes form an integral
part of these financial statements.
Note 2022 2021
GBP000 GBP000
ASSETS
Non-current assets
Property, plant and equipment 1,380 1,307
Intangible assets 6 92,410 92,025
Right-of-use-assets 1,782 2,363
Deferred tax assets 2,679 2,623
Total non-current assets 98,251 98,318
------- -------
Current assets
Trade and other receivables 17,912 16,968
Cash and cash equivalents 13,864 18,283
Total current assets 31,776 35,251
------- -------
Total assets 130,027 133,569
------- -------
LIABILITIES
Current liabilities
Trade and other payables 6,811 8,075
Deferred consideration 2,271 2,070
Current tax payable 165 1,399
Other liabilities 23,451 23,547
Provisions 453 1,433
Lease liabilities 545 727
Total current liabilities 33,696 37,251
------- -------
Non-current liabilities
Deferred tax liabilities 6,086 5,579
Deferred consideration - 841
Lease liabilities 1,265 1,747
Other liabilities 1,038 949
Bonds in issue 11,325 10,998
Borrowings 9,201 15,394
------- -------
Total non-current liabilities 28,915 35,508
------- -------
Total liabilities 62,611 72,759
------- -------
Net assets 67,416 60,810
======= =======
EQUITY
Called up share capital 4,525 4,469
Capital redemption reserve 1,112 1,112
Share premium account 41,556 41,556
Treasury reserve (594) (594)
Share option reserve 4,816 3,962
Other reserves 8,745 8,789
ESOP trust (466) (417)
Foreign currency translation
reserve 239 (189)
Retained earnings 7,483 2,122
------- -------
Total equity attributable to the owners
of the parent 67,416 60,810
======= =======
The financial statements were approved by the Board of Directors
and authorised for issue on 25 January 2023 and are signed on its
behalf by:
David Meaden Anoop Kang
Chief Executive Officer Chief Financial Officer
The accompanying accounting policies and notes form an integral
part of these financial statements.
Company name: Idox plc Company number: 03984070
Consolidated statement of changes
in equity
Called Foreign (Accumulated
up Capital Share Share currency losses)
share redemption premium Treasury option Other ESOP translation / retained
capital reserve account reserve reserve reserves trust reserve earnings Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Balance at
1 November
2020 4,450 1,112 41,356 (621) 2,618 7,528 (373) (161) (8,951) 46,958
--------- ----------- --------- --------- -------- --------- ------- ------------ ------------- --------
Issue of share
capital 19 - 200 - - - - - - 219
Share option
costs - - - - 1,894 - - - - 1,894
Exercise /
lapses of
share options - - - 27 (550) - - - 535 12
ESOP trust - - - - - - (44) - - (44)
Fair value
of deferred
consideration
shares on
purchase of
subsidiary - - - - - 1,261 - - - 1,261
Equity
dividends
paid - - - - - - - - (1,331) (1,331)
Transactions
with owners 19 - 200 27 1,344 1,261 (44) - (796) 2,011
--------- ----------- --------- --------- -------- --------- ------- ------------ ------------- --------
Profit for
the year - - - - - - - - 11,949 11,949
Other
comprehensive
loss
Recycled
exchange
movements
on disposal
of
subsidiaries - - - - - - - 80 (80) -
Exchange
movement
on
translation
of foreign
operations - - - - - - - (108) - (108)
Total
comprehensive
(loss) /
income
for the year - - - - - - - (28) 11,869 11,841
--------- ----------- --------- --------- -------- --------- ------- ------------ ------------- --------
Balance at
31 October
2021 4,469 1,112 41,556 (594) 3,962 8,789 (417) (189) 2,122 60,810
--------- ----------- --------- --------- -------- --------- ------- ------------ ------------- --------
Issue of share
capital 56 - - - - - - - - 56
Share option
costs - - - - 2,535 - - - - 2,535
Exercise /
lapses of
share options - - - - (1,681) - - - 1,681 -
ESOP trust - - - - - - (49) - - (49)
Exercise of
deferred
consideration
shares - - - - - (420) - - 420 -
Fair value
of deferred
consideration
shares on
purchase of
subsidiary - - - - - 376 - - - 376
Equity
dividends
paid - - - - - - - - (1,784) (1,784)
--------- ----------- --------- --------- -------- --------- ------- ------------ ------------- --------
Transactions
with owners 56 - - - 854 (44) (49) - 317 1,134
--------- ----------- --------- --------- -------- --------- ------- ------------ ------------- --------
Profit for
the year - - - - - - - - 5,044 5,044
Other
comprehensive
income
Exchange
movement
on
translation
of foreign
operations - - - - - - - 428 - 428
--------- ----------- --------- --------- -------- --------- ------- ------------ ------------- --------
Total
comprehensive
income for
the year - - - - - - - 428 5,044 5,472
--------- ----------- --------- --------- -------- --------- ------- ------------ ------------- --------
Balance at
31 October
2022 4,525 1,112 41,556 (594) 4,816 8,745 (466) 239 7,483 67,416
--------- ----------- --------- --------- -------- --------- ------- ------------ ------------- --------
The accompanying accounting policies and notes form an integral
part of these financial statements .
Consolidated cashflow statement
Note 2022 2021
GBP000 GBP000
Cash flows from operating activities
Profit for the year before taxation 6,035 13,186
Adjustments for:
Depreciation of property, plant and
equipment 848 801
Depreciation of right-of-use assets 749 1,021
Amortisation of intangible assets 8,987 8,835
Loss / (gain) on disposal / purchase
of subsidiary 657 (6,679)
Finance income (73) (800)
Finance costs 2,034 1,060
Debt issue costs amortisation 119 144
Research and development tax credit (449) (267)
Share option costs 2,584 1,908
Profit on disposal of fixed assets (15) -
Movement in receivables (1,316) 3,086
Movement in payables (1,896) (5,947)
-------- --------
Cash generated by operations 18,264 16,348
(Tax paid) / tax refunded (2,617) 206
-------- --------
Net cash from operating activities 15,647 16,554
-------- --------
Cash flows from investing activities
Acquisition of subsidiaries (2,219) (10,530)
Disposal of subsidiaries (146) 10,669
Proceeds on sale of fixed assets 15 -
Purchase of property, plant and equipment (911) (1,110)
Purchase of intangible assets (6,647) (4,637)
Finance income 73 66
-------- --------
Net cash used in investing activities (9,835) (5,542)
-------- --------
Cash flows from financing activities
Interest paid (997) (967)
Loan drawdowns 2,500 15,600
Loan related costs (183) (292)
Loan repayments (9,100) (35,000)
Principal lease payments (927) (1,154)
Equity dividends paid (1,784) (1,331)
Issue of own shares (133) 64
-------- --------
Net cash outflows from financing
activities (10,624) (23,080)
Net movement in cash and cash equivalents (4,812) (12,068)
Cash and cash equivalents at the
beginning of the year 18,283 30,812
Exchange gains / (losses) on cash
and cash equivalents 393 (461)
-------- --------
Cash and cash equivalents at the
end of the year 13,864 18,283
======== ========
The accompanying accounting policies and notes form an integral
part of these financial statements.
Notes to the condensed financial statements
1 BASIS OF PREPARATION
The financial information contained in these condensed financial
statements does not constitute the Group's statutory accounts
within the meaning of the Companies Act 2006.
Statutory accounts for the year ended 31 October 2021 and 31
October 2022 have been reported on, with an unqualified
opinion.
Whilst the financial information included in this Annual
Financial Report Announcement has been computed in accordance with
International Financial Reporting Standards (IFRS) this
announcement, due to its condensed nature, does not itself contain
sufficient information to comply with IFRS.
This Annual Financial Report Announcement includes note
references that refer to notes in this Annual Financial Report
Announcement 2022.
Statutory accounts for the year ended 31 October 2021 have been
delivered to the Registrar of Companies. The statutory accounts for
the year ended 31 October 2022, prepared under IFRS, are available
on the Group's website:
https://www.idoxgroup.com/investors/financial-reporting/ and will
be delivered to the Registrar in due course. The Group's principal
accounting policies as set out in the 2021 statutory accounts have
been applied consistently in all material respects.
Going Concern
The Directors, having made suitable enquiries and analysis of
the accounts, consider that the Group has adequate resources to
continue in business for the foreseeable future. In making this
assessment, the Directors have considered the Group's budget, cash
flow forecasts, available banking facility with appropriate
headroom in facilities and financial covenants, and levels of
recurring revenue.
In December 2019 the Group had refinanced with the National
Westminster Bank plc, Silicon Valley Bank and Santander UK plc. The
facilities, which comprise a revolving credit facility of
GBP35,000,000, were extended during FY21 and are committed until
June 2024.
As part of the preparation of our FY22 results, the Group has
performed detailed financial forecasting, as well as severe
stress-testing in our financial modelling, but have not identified
any credible scenarios that would cast doubt on our ability to
continue as a going concern.
The Group has performed sensitivity analysis of financial
modelling to identify what circumstances could lead to liquidity
challenges. This forecasting has demonstrated that the Group would
only breach its banking covenants in the most severe of
circumstances which are not considered credible. Under this
sensitivity analysis, recurring revenues renewals were assumed to
be 27% lower than plan and non-recurring revenues won and delivered
lower by 55%, with no corresponding action on costs to address
these shortfalls. Under this scenario, the Group would likely be in
breach of its banking covenants during FY24, albeit liquidity even
in this extreme scenario remains strong. This scenario is not
considered credible given the growth the Group has experienced in
FY20 to FY22 in recurring and non-recurring revenues despite the
impact of the Covid-19 pandemic.
Therefore, this supports the going concern assessment for the
business .
The Annual Financial Report Announcement was approved by the
Board of Directors on 25 January 2023 and signed on its behalf by
David Meaden and Anoop Kang.
2 RESPONSIBILITY STATEMENTS UNDER THE DISCLOSURE AND
TRANSPARENCY RULES
The Directors confirm that:
-- the financial statements, prepared in accordance with the
relevant financial reporting framework, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the company and the undertakings included in the consolidation
taken as a whole;
-- the strategic report includes a fair review of the
development and performance of the business and the position of the
Company and the undertakings included in the consolidation taken as
a whole, together with a description of the principal risks and
uncertainties that they face; and
-- the annual report and financial statements, taken as a whole,
are fair, balanced and understandable and provide the information
necessary for shareholders to assess the company's position and
performance, business model and strategy.
The name and function of each of the Directors for the year
ended 31 October 2022 are set out in the Annual Financial Report
2022.
3 SEGMENTAL ANALYSIS
During the year ended 31 October 2022, the Group was organised
into two operating segments, which are detailed below.
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 (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.
During the year ended 31 October 2021 the Content (CONT) segment
was sold. As Content was a separately identifiable segment, the
results for the comparative year have been classed as a
discontinued operation.
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.
To provide a more targeted focus on the markets that we serve,
and to ensure our solutions help our customers deliver better
services, from 1 November 2022, we have implemented a divisional
structure that consolidates Business Units delivering comparable
technical solutions or serving similar markets: Land, Property
& Public Protection, Communities and Assets.
The Divisional structure has been designed to create a direct
focus for sales, products, and customer engagement. Aimed at
delivering great customer outcomes and aligning product roadmaps
and innovation investment more dynamically to their respective
market requirements, these changes will help drive high quality,
long-term sustainable revenue growth across the Group. Our
operating model continues to leverage the overall scale of the
Group across horizontal functions including, Software Development,
Professional Services, Customer Support and Infrastructure.
Information provided to the chief operating decision maker in
FY23 will be revised in line with the new operating structure and
therefore the segmental disclosures will be aligned
accordingly.
The segment revenues by geographic location are as follows:
Continuing Discontinued Total Group
GBP000 GBP000 GBP000
2022: Revenues from external
customers
United Kingdom 58,053 - 58,053
USA 4,834 - 4,834
Europe 2,781 - 2,781
Rest of World 516 - 516
66,184 - 66,184
========== ============ ===========
Continuing Discontinued Total Group
GBP000 GBP000 GBP000
2021: Revenues from external
customers
United Kingdom 52,038 46 52,084
USA 5,181 27 5,208
Europe 4,275 3,824 8,099
Rest of World 691 - 691
---------- ------------ -----------
62,185 3,897 66,082
========== ============ ===========
Revenues are attributed to individual countries on the basis of
the location of the customer.
The segment revenues by type are as follows:
Continuing Discontinued Total Group
GBP000 GBP000 GBP000
2022: Revenues by type
Recurring revenues - PSS 34,557 - 34,557
Recurring revenues - EIM 5,989 - 5,989
Recurring revenues 40,546 - 40,546
---------- ------------ -----------
Non-recurring revenues - PSS 23,726 - 23,726
Non-recurring revenues - EIM 1,912 - 1,912
Non-recurring revenues 25,638 - 25,638
---------- ------------ -----------
66,184 - 66,184
========== ============ ===========
Revenue from sale of
goods 41,023 - 41,023
Revenue from rendering
of services 25,161 - 25,161
---------- ------------ -----------
66,184 - 66,184
========== ============ ===========
The methodology for calculating the split between revenue from
sale of goods and rendering of services has changed in the current
year with the revenues from support and maintenance being allocated
to sale of goods rather than rendering of services as was the case
in FY21. This more aligns with the nature of the revenue as it
relates to the ongoing access of software updates and is consistent
with how it is categorised in the wider market.
Continuing Discontinued Total Group
GBP000 GBP000 GBP000
2021: Revenues by type
Recurring revenues - PSS 30,111 - 30,111
Recurring revenues - EIM 6,139 - 6,139
Recurring revenues - Content - 604 604
---------- ------------ -----------
Recurring revenues 36,250 604 36,854
---------- ------------ -----------
Non-recurring revenues - PSS 24,003 - 24,003
Non-recurring revenues - EIM 1,932 - 1,932
Non-recurring revenues - Content - 3,293 3,293
---------- ------------ -----------
Non-recurring revenues 25,935 3,293 29,228
---------- ------------ -----------
62,185 3,897 66,082
========== ============ ===========
Revenue from sale of
goods 23,940 1,220 25,160
Revenue from rendering
of services 38,245 2,677 40,922
---------- ------------ -----------
62,185 3,897 66,082
========== ============ ===========
Recurring revenue is income generated from customers on an
annual contractual basis. Recurring revenue amounts to
approximately 61% (2021: 58%) of continuing revenue, which is
revenue generated annually from sales to existing customers.
All revenues are recognised over the period of the contract,
unless the only performance obligation is to licence or re-licence
a customer's existing user without any further obligations, in
which case the revenue is recognised upon completion of the
obligation.
All contracts are issued with commercial payment terms without
any unusual financial or deferred arrangements and do not include
any amounts of variable consideration that are constrained.
The Group's total outstanding contracted performance obligations
at 31 October 2022 was GBP70,347,000 and it is anticipated that 52%
of this will be recognised as revenue in FY23 and 27% in FY24.
The segment results by business unit for the year ended 31
October 2022:
Continuing Discontinued
Operations Operations
PSS EIM Total CONTENT Total
GBP000 GBP000 GBP000 GBP000 GBP000
Revenue 58,283 7,901 66,184 - 66,184
--------- --------- ------------ ------------- ---------
Earnings before depreciation,
amortisation, restructuring,
acquisition costs, impairment,
financing costs and share
option costs 20,974 1,535 22,509 - 22,509
--------- --------- ------------ ------------- ---------
Depreciation (688) (160) (848) - (848)
Depreciation - right-of-use-assets (663) (86) (749) - (749)
Amortisation - software
licences and R&D (4,431) (886) (5,317) - (5,317)
Amortisation - acquired
intangibles (3,604) (66) (3,670) - (3,670)
Restructuring costs (72) (398) (470) - (470)
Acquisition costs (183) - (183) - (183)
Share option costs (2,246) (338) (2,584) - (2,584)
--------- --------- ------------ ------------- ---------
Segment operating profit
/ (loss) 9,087 (399) 8,688 - 8,688
--------- --------- ------------ ------------- ---------
Financing costs (30) - (30)
------------ ------------- ---------
Operating profit 8,658 - 8,658
------------ ------------- ---------
Loss from sale of discontinued
operations - (567) (567)
Finance income 97 - 97
Finance costs (2,153) - (2,153)
------------ ------------- ---------
Profit before taxation 6,602 (567) 6,035
------------ ------------- ---------
The corporate recharge to the business unit EBITDA is allocated
on a head count basis.
The segment results by business unit for the year ended 31
October 2021:
Continuing Discontinued
Operations Operations
PSS EIM Total CONTENT Total
GBP000 GBP000 GBP000 GBP000 GBP000
Revenue 54,114 8,071 62,185 3,897 66,082
--------- --------- ------------ ------------- ---------
Earnings before depreciation,
amortisation, restructuring,
acquisition costs, impairment,
financing costs and share
option costs 17,969 1,550 19,519 276 19,795
--------- --------- ------------ ------------- ---------
Depreciation (751) (36) (787) (14) (801)
Depreciation - right-of-use-assets (709) (85) (794) (227) (1,021)
Amortisation - software
licences and R&D (4,193) (869) (5,062) (46) (5,108)
Amortisation - acquired
intangibles (3,210) (351) (3,561) (166) (3,727)
Restructuring costs 98 (8) 90 (11) 79
Acquisition costs 134 - 134 - 134
Share option costs (1,760) (29) (1,789) (119) (1,908)
--------- --------- ------------ ------------- ---------
Segment operating profit
/ (loss) 7,578 172 7,750 (307) 7,443
--------- --------- ------------ ------------- ---------
Financing costs (110) - (110)
------------ ------------- ---------
Operating profit / (loss) 7,640 (307) 7,333
------------ ------------- ---------
Gain from sale of discontinued
operations - 6,239 6,239
Finance income 818 - 818
Finance costs (1,190) (14) (1,204)
------------ ------------- ---------
Profit before taxation 7,268 5,918 13,186
------------ ------------- ---------
The corporate recharge to the business unit EBITDA is allocated
on a head count basis with the exception of Content, which has had
corporate costs reduced to avoid stranded costs.
4 DISCONTINUED OPERATIONS
During the first six months of the year ended 31 October 2021,
the Group received separate offers to acquire its Continental
Compliance operations, and its Netherlands Grants Consultancy
operations. These operations collectively comprised the Idox
Content division of the Group. These offers were at an acceptable
valuation and given the Group's desire to prioritise capital on its
Idox Software operation, these disposals were completed in the
year.
The Continental Compliance operations were disposed on 12 March
2021 and the Netherlands Grants Consultancy operations were
disposed on 6 April 2021. These dates represent the point the
control and legal ownership of these operations passed to the
acquirers.
The results of the discontinued operations, which have been
excluded in the consolidated income statement, were as follows:
2022 2021
GBP000 GBP000
Revenue - 3,897
Expenses - (4,218)
(Loss) / gain on Disposal (567) 6,239
Profit before tax (567) 5,918
Attributable tax expense - -
Net profit attributable to discontinued
operations (567) 5,918
======= ========
Loss on disposal in the current year are related to finalisation
costs associated with the disposal of the Content businesses in
FY21.
During the year, Content contributed GBP0.1m (2021: GBP2.7m) to
the Group's net operating cash flows and incurred GBP0.1m (2021:
GBP10.7m contributed) in respect of investing and financing
activities.
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 2022 2021
GBP000 GBP000
Profit for the year 5,611 6,031
----------- -----------
Basic earnings per share
Weighted average number of shares in issue 443,413,006 440,376,576
----------- -----------
Basic earnings per share 1.27p 1.37p
=========== ===========
Weighted average number of shares in issue 443,413,006 440,376,576
Add back:
Dilutive share options 8,636,936 10,749,077
Weighted average allotted, called up and
fully paid share capital 452,049,942 451,125,653
----------- -----------
Diluted earnings per share
Diluted earnings per share 1.24p 1.34p
=========== ===========
2022 2021
Adjusted earnings per share GBP000 GBP000
Profit for the year 5,611 6,031
Add back:
Amortisation on acquired intangibles 3,670 3,561
Acquisition costs 183 (134)
Restructuring costs 470 (90)
Financing costs 30 110
Share option costs 2,584 1,789
Tax rate changes - 826
Tax effect (1,533) (1,841)
------------ ------------
Adjusted profit for year 11,015 10,252
============ ============
Weighted average number of shares in issue
- basic 443,413,006 440,376,576
Weighted average number of shares in issue
- diluted 452,049,942 451,125,653
Adjusted earnings per share 2.48p 2.33p
Adjusted diluted earnings per share 2.44p 2.27p
Discontinued Operations 2022 2021
GBP000 GBP000
Profit for the year (567) 5,918
----------- -----------
Basic earnings per share
Weighted average number of shares in issue 443,413,006 440,376,576
----------- -----------
Basic earnings per share (0.13)p 1.34p
=========== ===========
Weighted average number of shares in issue 443,413,006 440,376,576
Add back:
Dilutive share options 8,636,936 10,749,077
Weighted average allotted, called up and
fully paid share capital 452,049,942 451,125,653
----------- -----------
Diluted earnings per share
Diluted earnings per share (0.13)p 1.31p
=========== ===========
Total Operations 2022 2021
GBP000 GBP000
Profit for the year 5,044 11,949
----------- -----------
Basic earnings per share
Weighted average number of shares in issue 443,413,006 440,376,576
----------- -----------
Basic earnings per share 1.14p 2.71p
=========== ===========
Weighted average number of shares in issue 443,413,006 440,376,576
Add back:
Dilutive share options 8,636,936 10,749,077
Weighted average allotted, called up and
fully paid share capital 452,049,942 451,125,653
----------- -----------
Diluted earnings per share
Diluted earnings per share 1.11p 2.65p
=========== ===========
2022 2021
Adjusted earnings per share GBP000 GBP000
Profit for the year 5,044 11,949
Add back:
Amortisation on acquired intangibles 3,670 3,727
Acquisition costs 183 (134)
Restructuring costs 1,037 (6,318)
Financing costs 30 110
Share option costs 2,584 1,908
Tax rate changes - 826
Tax effect (1,533) (1,911)
------------ ------------
Adjusted profit for year 11,015 10,157
============ ============
Weighted average number of shares in issue
- basic 443,413,006 440,376,576
Weighted average number of shares in issue
- diluted 452,049,942 451,125,653
Adjusted earnings per share 2.48p 2.31p
Adjusted diluted earnings per share 2.44p 2.25p
6 INTANGIBLE ASSETS
Customer
relation- Trade Develop-ment Order Customer
Goodwill Ships names Software costs backlog lists Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Cost
At 1 November 2020 79,728 31,958 12,593 23,058 23,987 312 278 171,914
Foreign exchange - - - (1) (88) (10) (18) (117)
Additions - - - 56 4,588 - - 4,644
Additions on acquisition 7,775 5,808 - 6,192 422 - - 20,197
Disposals (4,893) (2,920) (877) (906) (870) - (260) (10,726)
At 31 October 2021 82,610 34,846 11,716 28,399 28,039 302 - 185,912
Foreign exchange - - - - 11 31 - 42
Additions - - - 144 6,503 - - 6,647
Additions on acquisition 756 - - 987 - - - 1,743
Fair value adjustment 982 - - - - - - 982
At 31 October 2022 84,348 34,846 11,716 29,530 34,553 333 - 195,326
======== ========== ====== ======== ============ ======== ======== ========
Amortisation
At 1 November 2020 31,709 20,827 9,240 15,554 12,342 312 278 90,262
Foreign exchange - - - (1) (78) (10) (18) (107)
Amortisation for the
year - 1,321 612 2,676 4,226 - - 8,835
Disposals - (2,530) (762) (775) (776) - (260) (5,103)
At 31 October 2021 31,709 19,618 9,090 17,454 15,714 302 - 93,887
Foreign exchange - - - - 11 31 - 42
Amortisation for the
year - 1,513 423 2,285 4,766 - - 8,987
At 31 October 2022 31,709 21,131 9,513 19,739 20,491 333 - 102,916
======== ========== ====== ======== ============ ======== ======== ========
Carrying amount at
31 October 2022 52,639 13,715 2,203 9,791 14,062 - - 92,410
======== ========== ====== ======== ============ ======== ======== ========
Carrying amount at
31 October 2021 50,901 15,228 2,626 10,945 12,325 - - 92,025
======== ========== ====== ======== ============ ======== ======== ========
Average remaining amortisation
period (years)
31 October 2022 n/a 9.1 5.2 4.3 3.0 - -
31 October 2021 n/a 12.0 4.3 3.8 2.9 - -
During the year, goodwill and intangibles were reviewed for
impairment in accordance with IAS 36, 'Impairment of Assets'. An
impairment charge of GBPNil (2021: GBPNil) was processed in the
year.
Fair value adjustments are in relation to the finalisation of
acquisition accounting in respect of exeGesIS Spatial Data
Management Ltd.
Impairment test for goodwill
For this review, goodwill was allocated to individual Cash
Generating Units (CGUs) on the basis of the Group's operations as
disclosed in the segmental analysis. As the Board reviews results
on a segmental level, the Group monitors goodwill on the same
basis.
The carrying value of goodwill by each CGU is as follows:
2022 2021
Cash Generating Units GBP000 GBP000
Public Sector Software (PSS) 42,665 40,927
Engineering Information Management (EIM) 9,974 9,974
52,639 50,901
====== ======
The recoverable amount of all CGUs has been determined using
value-in-use calculations. These calculations use pre-tax cash flow
projections based on financial budgets approved by management
covering the next five financial years. The key assumptions used in
the financial budgets relate to revenue and EBITDA growth targets.
Cash flows beyond this period are extrapolated using the estimated
growth rates stated below. Growth rates are reviewed in line with
historic actuals to ensure reasonableness and are based on an
increase in market share.
For value-in-use calculations, the growth rates and margins used
to estimate future performance are based on financial year 2023
budgets (as approved by the Board) which is management's best
estimate of short-term performance based on an assessment of market
opportunities and macro-economic conditions. In the year to 31
October 2022, the Weighted Average Cost of Capital for each CGU has
been used as an appropriate discount rate to apply to cash flows.
The same basis was used in the year to 31 October 2021.
The assumptions used for the value-in-use calculations are as
follows and are considered appropriate for each of the risk
profiles of the respective CGUs:
Discount
rate Compound Long term Discount Growth
Cash Generating Current Annual Growth growth rate rate rate Prior
Units year Rate Current year Prior year year
PSS 15.9% 14.8% 2.2% 12.4% 1.7%
EIM 16.9% 11.7% 2.2% 13.5% 1.7%
Individual Weighted Average Costs of Capital were calculated for
each CGU and adjusted for the market's assessment of the risks
attaching to each CGUs cash flows. The Weighted Average Cost of
Capital is recalculated at each period end.
Management considered the level of intangible assets within the
Group in comparison to the future budgets and have processed an
impairment charge of GBPNil within the year (2021: GBPNil).
Management have specifically considered the past financial
performance of the EIM CGU which has seen revenue decreases
following market challenges in the Oil and Gas sectors. Reported
EIM revenues have also been impacted by the non-renewal of some
existing customers in the first half of the year. However, the
business closed some new contracts in the second half of the year
which did not have a significant impact in year but FY23 will
benefit from the full year impact. Management anticipates a return
to revenue growth in FY23 as a result of the high levels of
recurring revenue going into the year and a strong pipeline. In the
event the EIM CGU does not achieve revenue growth in FY23 as
anticipated, this may give rise to an impairment in the carrying
value of the EIM CGU assets.
The Group has conducted sensitivity analysis on the impairment
test of each CGU and the group of units carrying value.
Sensitivities have been run on the discount rate applied and
management are satisfied that a reasonable increase in the discount
rate used would not lead to the carrying amount of each CGU
exceeding the recoverable amount.
Sensitivities have been conducted on cash flow forecasts for all
CGUs EBITDA by 10%. Management are satisfied that this change would
not lead to the carrying amount of each CGU exceeding the
recoverable amount. Sensitivities have also been conducted on cash
flow forecasts for all CGUs reducing the growth rate to 0%.
Management are satisfied that this change would not lead to the
carrying amount of each CGU exceeding the recoverable amount.
In relation to EIM, in the event a combination of all the
sensitivities occur, this would give rise to an impairment if the
scenarios gave rise to a 21% reduction in our forecast projections;
however, the Directors have concluded the likelihood of this is
remote.
Management have further considered the CGUs for which prior
period impairments were recorded to reduce the value-in-use of
those CGUs to their recoverable amount, and how such carrying
values are subject to the current year sensitivities noted
above.
Whilst the current year impairment reviews and sensitivities
have not provided any indicators of further impairment on these
assets, management have considered whether a reversal of the prior
period impairment is required and concluded this is not appropriate
at this time due to the ongoing transformation and improvement of
those businesses.
7 ACQUISITIONS
LandHawk
On 1 October 2022, the Group acquired the entire share capital
of LandHawk Software Services Limited.
LandHawk allows clients to identify off-market land
opportunities effectively and efficiently by bringing together
geospatial intelligence in a user-friendly cloud-native software
solution. Whilst allowing clients to complete development
feasibility studies, LandHawk also provides GIS data directly to
clients for use in their own applications, alongside a managed
service to support clients in sourcing off-market land. This
customer base provides new market opportunities for Idox and is a
complimentary extension of its existing local authority land and
property base.
Goodwill arising on the acquisition of LandHawk has been
capitalised and consists largely of the value of the synergies and
economies of scale expected from combining the operations of
LandHawk with Idox. None of the goodwill recognised is expected to
be deductible for income tax purposes. The purchase of LandHawk has
been accounted for using the acquisition method of accounting.
Book value Fair value
GBP000 GBP000
Trade receivables 13 13
Other receivables 7 7
Cash at bank 25 25
----------- -----------
Total Assets 45 45
Trade payables (16) (7)
Other liabilities (48) (48)
Contract liabilities (10) (10)
Social security and other
taxes (50) (50)
Deferred tax liability (247) (247)
-----------
Total Liabilities (371) (362)
-----------
Net Assets (317)
-----------
Goodwill arising on acquisition 756
Purchased software capitalised 987
Total consideration 1,426
===========
Satisfied by:
Cash to vendor 1,050
Earnout consideration 376
-----------
1,426
===========
The revenue included in the consolidated statement of
comprehensive income since 1 October 2021 contributed by LandHawk
was GBP4,000. LandHawk also made a loss after tax of GBP14,000 for
the same period. If LandHawk had been included from 1 November
2021, it would have contributed GBP71,000 to Group revenue and a
profit after tax of GBP11,000.
Acquisition costs of GBP56,000 have been written off in the
consolidated statement of comprehensive income.
exeGesIS
During the year there has been further fair value adjustment in
respect of the acquisition of exeGesIS Spatial Data Management
Limited. The adjustment totalled GBP982,000.
Adjustments were processed to ensure pre-acquisition related
costs were recognised in the correct period. This resulted in an
adjustment of (GBP33,000) in respect of working capital movements
and GBP1,015,000 in respect of tax adjustments.
8 POST BALANCE SHEET EVENTS
There have been no post balance sheet events which had a
material impact on the Group.
9 ADDITIONAL INFORMATION
Related Party Transactions
No related party transactions have taken place during the year
that have materially affected the financial position or performance
of the Company.
Principal Risks and Uncertainties
The principal risk and uncertainties facing the Group together
with the actions being taken to mitigate them and future potential
items for consideration are set out in the Strategic Report section
of the Annual Financial Report 2022.
10 ALTERNATIVE PERFORMANCE MEASURES
Within these financial statements, the Group makes reference to
Alternative Performance Measures (APMs) which are not defined or
specified under International Financial Reporting Standards. The
Group uses these APMs as this is in line with the management
information requested and presented to the decision makers in our
business; and is consistent with how the business is assessed by
our debt and equity providers. Details are included within the
financial review section of the Strategic Report.
The following table reconciles these APMs to statutory
equivalents for continuing operations:
2022 2021
GBP000 GBP000
Adjusted EBITDA:
Profit before taxation 6,602 7,268
Depreciation and Amortisation 10,584 10,204
Restructuring costs 470 (90)
Acquisition costs 183 (134)
Financing costs 30 110
Share option costs 2,584 1,789
Net finance costs 2,056 372
------------ ------------
Adjusted EBITDA 22,509 19,519
============ ============
Free cashflow:
Net cashflow from operating activities
after taxation 15,647 16,554
Capex (7,558) (5,747)
Lease payments (927) (1,154)
------------ ------------
Free cashflow 7,162 9,653
============ ============
Net debt:
Cash (13,864) (18,283)
Bank borrowings 9,201 15,394
Bonds in issue 11,325 10,998
------------ ------------
Net Debt 6,662 8,109
============ ============
Adjusted profit for the year and adjusted
earnings per share:
Profit for the year 5,611 6,031
Add back:
Amortisation on acquired intangibles 3,670 3,561
Acquisition costs 183 (134)
Restructuring costs 470 (90)
Financing costs 30 110
Share option costs 2,584 1,789
Tax rate changes - 826
Tax effect (1,533) (1,841)
------------ ------------
Adjusted profit for year 11,015 10,252
============ ============
Weighted average number of shares in issue
- basic 443,413,006 440,376,576
Weighted average number of shares in issue
- diluted 452,049,942 451,125,653
Adjusted earnings per share 2.48p 2.33p
Adjusted diluted earnings per share 2.44p 2.27p
The following table reconciles these APMs to statutory
equivalents for total operations:
2022 2021
GBP000 GBP000
Adjusted EBITDA:
Profit before taxation 6,035 13,186
Depreciation and Amortisation 10,584 10,657
Restructuring costs 1,037 (6,318)
Acquisition costs 183 (134)
Financing costs 30 110
Share option costs 2,584 1,908
Net finance costs 2,056 386
------------ ------------
Adjusted EBITDA 22,509 19,795
============ ============
Free cashflow:
Net cashflow from operating activities
after taxation 15,647 16,554
Capex (7,558) (5,747)
Lease payments (927) (1,154)
------------ ------------
Free cashflow 7,162 9,653
============ ============
Net debt:
Cash (13,864) (18,283)
Bank borrowings 9,201 15,394
Bonds in issue 11,325 10,998
------------ ------------
Net Debt 6,662 8,109
============ ============
Adjusted profit for the year and adjusted
earnings per share:
Profit for the year 5,044 11,949
Add back:
Amortisation on acquired intangibles 3,670 3,727
Acquisition costs 183 (134)
Restructuring costs 1,037 (6,318)
Financing costs 30 110
Share option costs 2,584 1,908
Tax rate changes - 826
Tax effect (1,533) (1,911)
------------ ------------
Adjusted profit for year 11,015 10,157
============ ============
Weighted average number of shares in issue
- basic 443,413,006 440,376,576
Weighted average number of shares in issue
- diluted 452,049,942 451,125,653
Adjusted earnings per share 2.48p 2.31p
Adjusted diluted earnings per share 2.44p 2.25p
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END
FR UVRWRORUAUAR
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January 26, 2023 02:00 ET (07:00 GMT)
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