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Microgen PLC (APTD)

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Monday 25 March, 2019

Microgen PLC

Final Results

RNS Number : 8018T
Microgen PLC
25 March 2019
 

 

25 March 2019

MICROGEN plc ('Microgen' or 'Group')

Audited Preliminary Results for the Year Ended

31 December 2018

Microgen plc (LSE: MCGN), a leading provider of business-critical software and services, reports its audited preliminary results for the year ended 31 December 2018.

Group Highlights:

·        The Group continued its progress in 2018 demonstrated by strong organic growth in Aptitude Software's Recurring Revenue Base1 of 24% with an excellent new business performance from the Aptitude Insurance Calculation Engine

·        Microgen Financial Systems' strengthening focus on Trust & Fund Administration continues with the disposal of its non-core Payments business in the year

·        Overall revenue growth of 12% to £70.3 million (20172: £63.0 million), Organic Growth3 of 6%

·        Group Adjusted Operating Profit4 increased by 9% to £15.7 million (2017: £14.5 million). Group operating profit on a statutory basis of £16.8 million (2017: £12.0 million) with 2018 benefitting from a £3.2 million gain from the disposal of the non-core Payments business

·        Adjusted Basic Earnings per Share increased by 8% to 19.4 pence (2017: 18.0 pence). Basic earnings per share increased to 22.6 pence (2017: 17.3 pence)

·        Proposed final dividend of 4.40 pence per share (2017: 4.25 pence) representing a full year dividend of 6.60 pence (2017: 6.25 pence), an increase of 6%

·        Cash conversion was 97% in the year (2017: 113%) with the Group benefitting from a growing Recurring Revenue Base with customers typically paying annually in advance

·        Strong balance sheet with cash of £29.2 million (2017: £19.1 million) and net funds of £17.3 million (2017: £4.9 million) following a net corporate cash inflow of £2.9 million in 2018 (£6.8 million net proceeds from the disposal of the non-core Payments business less £3.9 million dividends)

Strategic Update:

·        Proposed demerger and admission to trading on AIM of Microgen Financial Systems, allowing the Group to focus on the specialised financial management software market served by Aptitude Software, and providing Microgen Financial Systems with the best ownership environment for it to successfully focus on its specialist target market and service its international customer base

·        Intention to change name in early April 2019 from Microgen plc to Aptitude Software Group plc to reflect the new focus of the Group

Aptitude Software:

·        Aptitude Software is successfully transitioning its focus to the growing opportunity with the Aptitude Insurance Calculation Engine and the Aptitude Lease Accounting Engine

·        Multiple sales of the recently launched Aptitude Insurance Calculation Engine across Asia, Europe and North America demonstrating the growing international reach of the business complemented by an encouraging number of sales of Aptitude Software's growing suite of cloud-deployed applications, the Aptitude Lease Accounting Engine and Aptitude RevStream

·        Early success at the start of 2019 with material new business contracts for the Aptitude Insurance Calculation Engine and Aptitude RevStream

·        Software revenue growth, the key focus of the business, of 37% to £24.8 million (2017: £18.1 million), Organic Growth of 23%

·        Recurring Revenue Base at 31 December 2018 increased during 2018 by 24% to £24.0 million (31 December 2017: £19.3 million)

·        Overall revenue growth of 17% to £52.3 million (2017: £44.7 million), Organic Growth of 7%. Overall revenue impacted by the anticipated slowing of growth in services revenue

·        Services revenue growth of 3% to £27.5 million (2017: £26.6 million). As expected, the growth in demand for services experienced in 2017 moderated in 2018 principally due to the growing partner model

·        Adjusted Operating Profit growth of 21% to £10.4 million (2017: £8.6 million). Operating profit on a statutory basis of £9.4 million (2017: £7.8 million). Growth in Adjusted Operating Margin to 20% (2017: 19%) achieved whilst investment continued in people, technology, organisation and a number of growth opportunities

·        In addition to the growing contribution from its two cloud-deployed applications, Aptitude Software also successfully launched its Solution Management Service to a major North American telco in the second half of the year, with further opportunities available for this new service

·        Investment continued in the well-established Aptitude Technology Centre in Poland which released in the year both the Aptitude Insurance Calculation Engine and the cloud version of the Aptitude Lease Accounting Engine, with multiple sales of both applications completed in 2018

·        Aptitude Software has made good progress in 2018 and enters 2019 with a growing suite of product and service offerings, increasing worldwide presence and established partner network  

Microgen Financial Systems:

·        A solid performance with an increasing focus on Trust & Fund Administration ('T&FA') following the disposal of the small non-core Payments software business in the year for £6.9 million

·        Ongoing Revenue5 of £17.3 million (2017: £16.9 million) of which 75% (2017: 75%) is recurring in nature. Total revenue of £18.0 million (2017: £18.3 million)

·        Ongoing Adjusted Operating Profit of £6.5 million (2017: £6.5 million). Operating profit on a statutory basis of £9.2 million (2017: £6.1 million)

·        T&FA revenues increased by 7% to £12.1 million (2017: £11.3 million), Organic Growth of 7%, now representing 70% of Ongoing Revenue (2017: 62%) with increased investment planned to accelerate growth

·        T&FA Recurring Revenue Base at 31 December 2018 increased during 2018 to £9.0 million (31 December 2017: £8.8 million)

·        Application Management revenues in line with the Board's expectations at £5.2 million (2017: £5.6 million) with a number of material long term contract extensions secured in the year

Commenting on the results and today's strategic update, Ivan Martin, Chairman, said:

'Aptitude Software performed well in 2018 with an excellent new business sales performance demonstrated by a 24% growth in the Recurring Revenue Base of the business. Particularly pleasing is the performance of the recently launched new applications, the Aptitude Lease Accounting Engine and the Aptitude Insurance Calculation Engine, the progress of which has continued in the opening months of 2019 and provides the Board with confidence for the year ahead.

The proposed demerger and admission to trading on AIM of Microgen Financial System will represent a significant milestone in the strategic development of the Group. The Board believes the demerger enhances the long-term prospects of both businesses for the benefit of their shareholders, clients and employees. It will simplify the Group allowing the higher growth Aptitude Software business with its specialised financial management software applications to be the sole focus going forwards whilst Microgen Financial Systems looks forward positively to its future as a focused independent software business based on its leading product, Microgen 5Series. The precise mechanics of the demerger and listing will be communicated in due course but is expected to be completed in the current calendar year.'

 

Contacts

Ivan Martin, Chairman                                                                            020-3880-7100

Philip Wood, Chief Financial Officer

 

Darius Alexander, FTI Consulting                                                          020-3727-1063

 

Throughout this report Recurring Revenue Base includes recurring revenues contracted but yet to commence and excludes recurring revenues which are currently being received but are known to be terminating in the future

2 Throughout this report the FY 2017 comparatives have been restated as a result of changes in accounting policies, see note 13 for further information

3 Throughout this report Organic Growth percentages have been provided with the benefit of the acquisitions completed in 2017 and the impact of the 2018 small disposal removed, see note 1(c) for further information

4 Throughout this report Adjusted Operating Profit, Adjusted Operating Margin and Adjusted Basic Earnings per Share excludes non-underlying operating items, unless stated to the contrary. Further detail in respect of the non-underlying operating items can be found within note 2 of this statement.

5 Ongoing Revenue, Ongoing Adjusted Operating Profit and Ongoing Operating Margin are calculated to exclude the contribution from the Payments software business, a non-core part of Microgen Financial Systems, disposed on 2 July 2018, see note 1(d) for further information.

Certain non-IFRS financial measures (e.g. Adjusted Operating Profit) are included which assist management in comparing performance on a consistent basis

 

MICROGEN plc ('Microgen' or 'Group')

Audited Preliminary Results for the Year ended 31 December 2018

Chairman's Statement

The Group continued its progress in 2018 with an excellent new business performance from the Aptitude Software business supported by a solid performance from the Microgen Financial Systems business. A key highlight was the success achieved in 2018 with the recently launched Aptitude Insurance Calculation Engine, with sales in Asia, Europe and North America.

Aptitude Software overview

Aptitude Software's performance in 2018 benefitted from multiple sales of the Aptitude Insurance Calculation Engine together with an encouraging number of sales of Aptitude Software's growing suite of cloud-deployed applications, the Aptitude Lease Accounting Engine and Aptitude RevStream. Software revenue, the key focus of the Aptitude Software business, grew 37% to £24.8 million (2017: £18.1 million), Organic Growth of 23%. Overall revenue for the Aptitude Software business has grown by 17% to £52.3 million (2017: £44.7 million), Organic Growth of 7%. Overall revenue was impacted by the anticipated slowing of growth in services revenue principally due to the growing partner model. Adjusted Operating Profit increased by 21% to £10.4 million (2017: £8.6 million) representing an Adjusted Operating Margin of 20% (2017: 19%).  Operating profit on a statutory basis was £9.4 million (2017: £7.8 million).

Microgen Financial Systems overview

Microgen Financial Systems delivered a solid performance in 2018 with an increased focus on Trust & Fund Administration following the disposal of the small non-core Payments software business on 2 July 2018. Microgen Financial Systems reported Ongoing Revenue of £17.3 million (2017: £16.9 million) with total revenue of £18.0 million (2017: £18.3 million). Microgen Financial Systems reported Ongoing Adjusted Operating Profit of £6.5 million (2017: £6.5 million) with operating profit on a statutory basis of £9.1 million (2017: £6.1 million).

Group overview

Overall the Group reported revenue growth of 12% to £70.3 million (2017: £63.0 million), Organic Growth of 6%. Group Adjusted Operating Profit increased by 9% to £15.7 million (2017: £14.5 million). Group operating profit on a statutory basis of £16.8 million (2017: £12.0 million) with 2018 benefitting from a gain from the disposal of the small non-core Payments business of £3.2 million.

Dividend

Having considered the Group's progress and financial performance in 2018 the Board proposes the payment of a final dividend of 4.40 pence per share (2017: 4.25 pence), making a total of 6.60 pence per share for the year (2017: 6.25 pence), an increase of 6%. The proposed final dividend will be paid on 30 May 2019, subject to shareholder approval, to shareholders on the register at 24 May 2019.

Demerger of Microgen Financial Systems

Following the change in leadership of Microgen Financial Systems in October 2018 the Board has been exploring a range of strategic options with the objective of delivering maximum value to shareholders.

The Board believes that greater value will be realised through a simpler and more focused business targeted at the specialised financial management software market served by Aptitude Software. The Board has therefore concluded that a demerger of Microgen Financial Systems on to AIM will enhance Microgen plc's ability to allocate capital and management attention on the higher growth Aptitude Software business whilst also providing Microgen Financial Systems with the best ownership environment for it to successfully focus on its specialist target market and service its international customer base.

Historically both businesses benefitted from the combined financial and organisational scale of the Group. Firstly, the Aptitude Software business leveraged the more established corporate credentials of the wider Group when securing new business contracts with prospects for whom the corporate strength of a key supplier is a material consideration. With the growth experienced by Aptitude Software in recent years this benefit has reduced materially as demonstrated by Aptitude Software's 2018 revenue of £52.3 million being significantly ahead of the Group's total revenue in earlier years (for example, in 2013 the Group's revenue was £29.8 million of which Aptitude Software represented £14.7 million). The second key historical benefit from the combined financial and organisational scale of the Group were the operational synergies focused principally on back office administration. In recent years these synergies have largely been reduced as the finance, legal and human resources functions have been embedded into each business unit separately, to provide greater and more tailored support for their growth.

In parallel with the reduction in synergies the Board implemented a number of changes which would facilitate the eventual demerger of Microgen Financial Systems in the future. These changes included the establishment of strong management teams into each of Microgen's two businesses, the separate branding adopted by the Aptitude Software business, the devolution to each business of the back-office administration functions, the recent disposal of the non-core Payments business and finally the signing in 2018 of material multi-year contract extensions with a number of Microgen Financial Systems' Application Management clients. As Microgen Financial Systems makes its final preparations for independence, further investment is now being made focusing on product development, business development and the further strengthening of its management team.

The demerger is subject to shareholder approval and it is expected that the demerged Microgen Financial Systems entity will apply to be admitted to AIM during the course of 2019. It is intended that shareholders of Microgen plc will have a direct shareholding in the demerged entity in proportion to their respective shareholding in Microgen plc. The Board will provide further information on the precise mechanics of the demerger and listing in due course.

Once demerged and admitted to AIM, the newly independent Microgen Financial Systems will become the total focus of its board and shareholders. This focus is expected to facilitate the ability to target acquisitions in Microgen Financial Systems' specialist market space whilst also allowing highly targeted and effective incentive schemes for its dedicated team.

It is expected that Peter Whiting, currently Senior Independent Non-Executive Director of Microgen plc, will chair the Board of the demerged Microgen Financial Systems. Peter's knowledge of the business and extensive public company experience will be a key asset for the business and its executive team. Shortly after demerger it is expected that Peter will step down from the Board of Microgen plc.

Robert Browning, currently leading Microgen Financial Systems' management team in his role of Chief Operating Officer, is expected to be appointed Chief Executive Officer of the demerged business upon admission to AIM. Philip Wood, currently Acting Chief Executive Officer of Microgen Financial Systems in addition to Chief Financial Officer of the Group will continue with Microgen plc in his longstanding role of Chief Financial Officer.

Change of Name of Microgen plc to Aptitude Software Group plc

With the Aptitude Software business expected to be the total focus of the Group in the near future, it is now considered appropriate to change the name of Microgen plc to Aptitude Software Group plc. The name change will be effective from early April 2019.

 

Outlook

After a solid performance in 2018 Microgen Financial Systems looks forward positively to the future with a number of investments either underway or planned to accelerate growth within Trust & Fund Administration as the business prepares for its future independence. The business continues to benefit from excellent revenue visibility arising from its strong Recurring Revenue Base and the signing in 2018 of material multi-year contract extensions with a number of its Application Management clients.

The opportunity for Aptitude Software is significant with the business benefitting from a number of new applications and services focussed across a number of different geographies and verticals. This increasingly well positioned suite of applications have enabled Aptitude Software, assisted by its growing partnership network, to establish a strong pipeline of opportunities allowing the business and the Group to look forward confidently to achieving continued success in 2019.

Ivan Martin

Chairman

 

 

Aptitude Software Report

The Aptitude Software business provides a series of specialised financial management software applications which have the common capability of unifying, analysing and rapidly processing high volume, complex, business event-driven transactions, scenarios and calculations to deliver finance insight and control. Development continues to be performed principally at the Aptitude Technology Centre in Poland with sales, support and implementation services provided from Aptitude Software's London headquarters in addition to the North American and Singaporean offices. The business generates revenue from its software through a combination of licence fees (primarily annual recurring licences), software maintenance/support, software subscriptions for its cloud-based offerings and implementation and other support services.

Highlights and Financial Summary

Aptitude Software has made good progress in the year as the business transitions from its previous focus on the Aptitude Revenue Recognition Engine to the significant opportunity with its latest application, the Aptitude Insurance Calculation Engine ('AICE'). The business has now completed multiple sales of AICE across Asia, Europe and North America to both existing and new customers demonstrating Aptitude Software's increasing geographic reach and the complementary nature of the broadening suite of applications. The business also achieved an encouraging number of sales of Aptitude Software's growing suite of cloud-deployed applications, the Aptitude Lease Accounting Engine and Aptitude RevStream.

Software revenues recognised in 2018 have increased 37% to £24.8 million (2017: £18.1 million), Organic Growth of 23%. At 31 December 2018 the Recurring Revenue Base stood at £24.0 million (31 December 2017: £19.3 million), an increase of 24% during the year. The business continues to be focused on increasing its Recurring Revenue Base by promoting the annual licence fee model, however, the Recurring Revenue Base also now includes software subscription income in respect of the cloud-deployed applications with such income included within the software revenue disclosed above.

Overall revenue for the Aptitude Software business has grown by 17% to £52.3 million (2017: £44.7 million), Organic Growth of 7%. Overall revenue was impacted by the anticipated slowing of growth in services revenue principally due to the growing partner model, with services revenue increasing by only 3% to £27.5 million (2017: £26.6 million), marginally below the prior year if the benefit of the 2017 RevStream acquisition is excluded.

Adjusted Operating Profit increased by 21% to £10.4 million (2017: £8.6 million) representing an Adjusted Operating Margin of 20% (2017: 19%). Operating profit on a statutory basis was £9.4 million (2017: £7.8 million).

Acceleration of Investment

Building on the recent sales successes and in anticipation of the proposed new structure of the Group, the Board has accelerated investment in the future growth of Aptitude Software to both maximise current opportunities and to ensure the continued long-term development of the business. Overall, these investments moderate margin growth expectations for 2019 only.

The focus of investment has been the strengthening of the product development, product management and subject matter expertise capability of the business with a number of new senior hires. Investment has especially been accelerated on AICE where the new business opportunity will be at its peak in the period leading up to the effective date for IFRS 17 (accounting periods commencing on or after 1 January 2022).

Investment has also been accelerated ahead of earlier expectations in establishing the new Solution Management Service and further strengthening Aptitude Software's cloud capability, with both services attracting new customers in 2018.

 

Our People

Aptitude Software's people are the key asset of the business, whether through their knowledge of the market and the complex accounting challenges our clients face or the technical know-how on the development and implementation of our market leading specialised financial management software applications. This knowledge and know-how is leveraged through the outstanding commitment of its exceptionally talented employees across the globe enabling the business to make the excellent progress it achieved in 2018. The Board continues to be grateful to the wider Aptitude Software team for their outstanding contribution to the business. To ensure we retain knowledge leadership it is important that career development and training remain a key focus for the business. A series of training courses aimed at developing functional, technical and managerial skills within the business continue to be rolled out with further initiatives planned for 2019.

It is considered that re-naming Microgen plc to Aptitude Software Group plc will be a positive contributor to employee engagement with the Group, with the proposed demerger of Microgen Financial Systems likely to increase the effectiveness of future long-term incentive schemes for the Aptitude Software team.

Key Product Review

Aptitude Software has a growing suite of specialised financial management software applications which have the common capability of unifying, analysing and rapidly processing high volume, complex, business event-driven transactions, scenarios and calculations to deliver finance insight and control. During the year the business strengthened its product management capability highlighted by the appointment of a Chief Product Officer, a newly established role within Aptitude Software. The strengthened product management function ensures market driven insight remains at the heart of the decision-making process determining the focus of Aptitude Software's investment in both existing and new applications.

Aptitude Insurance Calculation Engine ('AICE')

Aptitude Software has made excellent progress in 2018 with its latest application, the Aptitude Insurance Calculation Engine. After completing the strategically important first sale to an Asian insurance group in February 2018, further contracts have now been signed with major insurers in three separate continents with a further material new business contract signed in the opening months of 2019 with an insurer in the UK. Success has been achieved with both insurers contracting for their first application with Aptitude Software as well as existing clients contracting for the application to build on their use of the Aptitude Accounting Hub ('AAH').

AICE allows insurers to address the requirements of IFRS 17, an accounting standard focused on insurance contracts. This new standard will require significant change by the insurance industry, a sector within which Aptitude Software has had a longstanding presence with a number of insurers using Aptitude Software's applications, a number of whom have now contracted for AICE. This new application leverages both Aptitude Software's existing technology and its experience of the insurance industry.

IFRS 17 will now be effective for accounting periods commencing on or after 1 January 2022, twelve months later than previously expected due to a recent extension in the effective date. Whilst this change has caused some delay to certain on-going sales processes, it is considered that in the medium term it will be beneficial to Aptitude Software as it provides insurers further time to select and implement more strategic and specialised software to address the requirement as opposed to short term tactical solutions.

There are a number of further global opportunities for AICE, the success of which will be a key part of the continued development of the business in both the short and medium term.

Aptitude Accounting Hub ('AAH')

AAH is a high volume operational accounting platform and sub-ledger that centralises control, improves reporting and generates a rich foundation of contract level finance and accounting data. Regulatory and industry change continues to be a driver of demand for AAH as complexity of contracts, products and services increases across a number of industries. AAH allows clients to simultaneously address the regulatory change and also leverage the detailed finance and accounting data within the system to drive commercial change within their business. AAH has clients within banking, healthcare, insurance and telecommunications with both new name business and account growth in 2018.

The opportunity for AAH remains significant. Whilst a number of target companies are currently prioritising regulatory requirements within their business (requirements addressed by a number of Aptitude Software's applications), AAH, regardless of regulation, is often the first element a client will licence to allow them to better control and manage the complexity of the finance transformation.

AAH is the cornerstone system in a number of client accounts and integrates with Aptitude Software's other leading applications. A number of sales of AICE or the Aptitude Revenue Recognition Engine have been made in recent years to existing users of AAH whilst sales of AICE to new customers will frequently be accompanied by a sale of AAH.

Aptitude Lease Accounting Engine ('ALAE')

The Aptitude Lease Accounting Engine has made good progress in 2018 with a number of new business sales building on the first contract for the application in December 2017 with a global technology firm. With the demand for ALAE expected to be sustained in the short term the business is satisfied with the Recurring Revenue Base already established for this application.

ALAE addresses the requirements of IFRS 16 / ASC 842, the leasing accounting standards effective for accounting periods commencing on or after 1 January 2019. Contracts have been secured across a number of different industries including insurance, logistics, facilities management and manufacturing. ALAE is a particularly compelling proposition when the accounting complexity is high and / or involving a multi-currency, multi-entity, multi-country dimension.

With ALAE well suited to cloud deployment the majority of the users of ALAE have subscribed for Aptitude Software's growing Software-as-a-Service offering, a capability accelerated by the addition of the 2017 RevStream acquisition.

Aptitude Revenue Recognition Engine ('ARRE')

ARRE addresses the requirements of IFRS 15 / ASC 606 the revenue accounting standards first effective for accounting periods commencing on or after 1 January 2018 (1 January 2019 in certain markets). Whilst providing capability applicable to many sectors the base is comprised of telecom clients where the capabilities of ARRE are well suited to the accounting complexity and data volumes experienced in this market.

The majority of users have now entered live use with the application with future growth anticipated to be generated from growth in existing accounts.

Aptitude RevStream

Aptitude RevStream continues to see a number of new business opportunities due to the broad revenue management capability of the software. In addition to a number of new clients secured in 2018, 2019 has started well for this application with a material new business contract secured at the start of the year. The software provides clients with business benefits in addition to regulatory compliance and Aptitude Software is committed to this revenue management market with ongoing investment. In addition to the positive financial contribution from the application, the contribution of the RevStream acquisition to the development of the cloud offering of Aptitude Software's other applications is material. The knowledge and references provided by RevStream has significantly accelerated the introduction of Aptitude Software's cloud offering for the Aptitude Lease Accounting Engine.

 

New Service Offerings

In addition to Aptitude Software's growing software-as-a-service revenues, the business completed the first sale of its Solution Management Service ('SMS'), a three year contract with a large North American telco client. The revenues for these services are disclosed within Aptitude Software's service revenues, however, they are fixed and recurring in nature.

The services, which are expected to further enhance the longevity of applications with clients, extend the responsibilities of Aptitude Software beyond traditional maintenance services to include services typically performed by the clients' own IT teams, for example monitoring of system performance, user administration and release management. Investment was made in both the proposition and the delivery capability of this new service in 2018, earlier than previously expected by the Board. The business is now targeting a number of opportunities within the client base to whom it can sell and deploy this new capability.

Research and Development

The Aptitude Technology Centre in Poland is responsible for the development of Aptitude Software's applications with the exception of Aptitude RevStream where development is augmented by teams in California. Modern development methodologies are followed with multi-discipline teams focused on specific applications. Benefitting from this approach the teams are able to rapidly and frequently release new functionality, a key requirement given the continuing and evolving requirements from Aptitude Software's client base. Research and development expenditure, including the cost of the growing product management function, in the year was £8.5 million (2017: £6.0 million) with all costs expensed as incurred with the increase in cost including £1.6 million in respect of the full year of Aptitude RevStream development costs.

Geographical Expansion

Aptitude Software's opportunity is worldwide with an established presence in Asia, Europe and its largest market, North America which represents 57% of the Recurring Revenue Base. Particularly pleasing is the material growth during the year in the value of the Recurring Revenue Base from Asia.

At the start of 2018 a Chief Revenue Officer for International (Asia and Europe) was appointed to lead business development across these two regions. Under his leadership an office in Singapore was established in the year with a multi-discipline team established to support this market and Aptitude Software's growing client base. In addition, Aptitude Software will be strengthening its presence in North America during 2019 with a senior appointment to lead the strategy and business in this key market, a market that has grown its Recurring Revenue Base from £1.6 million on 31 December 2013 to £13.1 million on 31 December 2018.

Whilst activities in Asia, North America and non-European Union European states are unlikely to be impacted by the United Kingdom's withdrawal from the European Union, Aptitude Software performs its development at the Aptitude Technology Centre in Poland and has a number of on-going implementation projects within European Union states (2018 revenue from European Union states excluding United Kingdom: £8.6 million). The business is continuing to monitor the developing situation, however, whilst there may be short term disruption it does not believe that there will be a long-term material impact given Aptitude Software's experience in deploying its highly skilled consultants across the world in addition to the flexibility provided by the partner network and the option of expanding the consulting capability of the Aptitude Technology Centre located in the European Union.

Partner Network

Aptitude Software's partner network is a very key influencer in our target markets where consultancies are frequently engaged to advise on technology selection. A significant number of partner resources have been training in Aptitude Software's applications providing partners with the capability to implement, or contribute to the implementation of, our applications. This capability augments the delivery capability for Aptitude Software's applications helping to accelerate their adoption.

Aptitude Software's partner network has continued to develop during 2018 with the majority of new business being partner influenced. A series of partnerships and alliances were publicly announced in 2018 with a number of different organisations including Deloitte, KPMG and Workday. In addition, Aptitude Software has hosted 25 partner events across 13 countries in 3 different continents.

Foreign Exchange

Aptitude Software is an increasingly international business with 54% of its revenues invoiced in US Dollars to North American clients (2017: 57%). Aptitude Software's 2018 revenue would have been reported higher at £52.7 million on a constant currency basis (compared to actual result of £52.3 million). On a constant currency basis adjusted operating profit in 2018 would be unchanged to that reported at £10.4 million. Constant currency is calculated by comparing the 2017 results with 2018 results retranslated at the rates of exchange prevailing during 2017.

Summary

In summary, the business has achieved excellent early success with the Aptitude Insurance Calculation Engine establishing an already valuable Recurring Revenue Base for this application. Good progress has also been made to develop new service offerings with the launch of its Solution Management Service and it is particularly pleasing to see a number of sales of the cloud-enabled Aptitude Lease Accounting Engine. Early success has also been achieved in the opening months of 2019 with material new business contracts secured for each of the Aptitude Insurance Calculation Engine and Aptitude RevStream applications.

The opportunity for Aptitude Software remains significant. With a growing suite of products and services focused across a number of different geographies and verticals the business looks forward confidently to achieving continued success in 2019. 

Tom Crawford

Chief Executive Officer, Aptitude Software     

Microgen Financial Systems Report

In 2018 the Microgen Financial Systems business made good progress in increasing the proportion of its revenues from the Trust & Fund Administration ('T&FA') sector, both through organic growth and the disposal of the non-core Payments software business. Microgen Financial Systems' key product in this sector is Microgen 5Series which addresses the core operational and regulatory requirements of a number of organisations including Trust Administrators, Fiduciary Companies, Corporate Services Providers and Fund Administrators. In addition to Microgen Financial Systems' T&FA operations, revenue is generated from an Application Management business covering a range of Microgen-owned and third party systems principally focused on the financial services industry. Until 2 July 2018 revenue was also generated by a Payments software business at which time this business was disposed. Revenues are generated through a combination of software licence fees (primarily annual recurring licences), software maintenance/support fees and professional services.

Highlights and Financial Summary

Microgen Financial Systems' Ongoing Revenue for the year ended 31 December 2018 increased to £17.3 million (2017: £16.9 million) of which 75% (2017: 75%) is recurring in nature. Total revenue, impacted by the disposal of the Payments software business on 2 July 2018, of £18.0 million (2017: £18.3 million).

The key highlight in 2018 was the disposal of the Payments software business for cash consideration of £6.9 million. In 2018 this non-core part of Microgen Financial Systems contributed revenue of £0.8 million (2017: £1.4 million) and operating profit (before non-underlying items) of £0.5 million (2017: £1.0 million). Following the disposal of this non-core part of Microgen Financial Systems the 2018 Ongoing Revenue generated by T&FA increased to 70% (2017: 62%).

Adjusted Ongoing Operating Profit is reported at £6.5 million (2017: £6.5 million) representing an Adjusted Ongoing Operating Margin of 38% (2017: 38%). Operating profit on a statutory profit basis is reported at £9.1 million (2017: £6.1 million) with 2018 benefitting from a £3.2 million gain from the disposal of the non-core Payments business.

Trust and Fund Administration

T&FA saw solid progress with revenue growing by 7% to £12.1 million (2017: £11.3 million), Organic Growth of 7%. T&FA recurring revenue in 2018 increased by 7% to £8.7 million (2017: £8.1 million), Organic Growth of 7%.

The T&FA Recurring Revenue Base increased during the year by 5% to £9.0 million at 31 December 2018 (31 December 2017: £8.8 million). Within the T&FA Recurring Revenue Base of £9.0 million at 31 December 2018 is £5.0 million (2017: £4.5 million) relating to the Microgen 5Series product with the Recurring Revenue Base on acquired and legacy T&FA products of £4.0 million (2017: £4.3 million).

In preparation for being an independent business a number of investments are being made to accelerate the growth of Microgen Financial Systems' T&FA revenues. In addition to further strengthening of the management team, investment has increased in particular within product and business development with profitability expected to be impacted in the short term.

Application Management

The Application Management business comprises a number of Microgen-owned and third party systems focused principally on financial services. The Application Management business reported revenue in line with management expectations at £5.2 million (2017: £5.6 million) with a number of long-term contract extensions secured in the year to provide the business with increased visibility and resilience in coming years.

Our People and Leadership

Following the departure of Microgen Financial Systems' Chief Executive Officer in October 2018, Philip Wood has been leading the business and providing support to the management team headed by Robert Browning. It is now confirmed that Robert will lead the business through its proposed demerger at which time it is expected he will be appointed Chief Executive Officer of Microgen Financial Systems.

The wider Microgen Financial Systems team are a key strength of the business and the Board are grateful for their excellent contribution in the year. Since the start of 2018 the team have successfully embraced several changes, whether the adoption of new modern development methodologies, enhanced approaches to implementation or refined go-to-market strategies. It is particularly pleasing to see individuals flourish in their new roles or responsibilities as part of these changes.

Summary

Microgen Financial Systems made solid progress in 2018 and enters 2019 with an increased focus on T&FA following the disposal of the non-core Payments business in July 2018. Microgen Financial Systems is now looking to accelerate its growth within T&FA through investment in several different areas of the business. Benefiting from these investments, high levels of recurring revenue and the material multi-year contract extensions with a number of Application Management clients, the business looks forward to being an independent software business focused on its core market and further improving its competitive position.

 

Philip Wood

Acting Chief Executive Officer, Microgen Financial Systems

 

Group Financial Performance and Chief Financial Officer's Report

Throughout this report:

·    The FY 2017 comparatives have been restated as a result of changes in accounting policies, see note 13 for further information

·    Recurring Revenue Base includes recurring revenues contracted but yet to commence and excludes recurring revenues which are currently being received but are known to be terminating in the future

·    Organic Growth percentages have been provided with the benefit of the acquisitions completed in 2017 and the impact of the 2018 small disposal removed, see note 1(c) for further information

·    Adjusted Operating Profit, Adjusted Operating Margin and Adjusted Basic Earnings per Share excludes non-underlying operating items, unless stated to the contrary. Further detail in respect of the non-underlying operating items can be found within note 2.

·    Ongoing Revenue, Ongoing Adjusted Operating Profit and Ongoing Operating Margin are calculated to exclude the contribution from the Payments software business, a non-core part of Microgen Financial Systems, disposed on 2 July 2018, see note 1(d) for further information

Revenue for the year ended 31 December 2018 was £70.3 million (2017: £63.0 million) resulting in an Adjusted Operating Profit of £15.7 million (2017: £14.5 million) representing growth of 12% and 9% respectively. Organic Growth in revenue was 6%. Operating profit on a statutory basis was £16.8 million (2017: £12.0 million) benefitting from non-underlying costs of £2.2 million (2017: £2.5 million) and a £3.2 million gain on disposal of the small non-core Payments software business (2017: nil). Group overhead costs were £1.6 million (2017: £1.7 million). The Group reported a profit for the year attributable to shareholders of £13.8 million (2017: £10.5 million). In accordance with IFRS, the Board has continued to conclude that all internal research and development costs are expensed as incurred and therefore the Group has no capitalisation of development expenditure.

Non-underlying operating costs in 2018 of £2.2 million (2017: £2.5 million) includes a £1.9 million (2017: £1.3 million) amortisation charge in respect of acquired intangible assets.

The total tax charge for the year is £1.6 million (2017: £1.1 million). After adjusting for the effect of non-underlying and other items, the Group's tax charge represents 22.93% of the Group's adjusted profit before tax (2017: 21.90%) which is the tax rate used for calculating the adjusted earnings per share. Adjusted basic earnings per share for the year ended 31 December 2018 was 19.4 pence (2017: 18.0 pence). Basic earnings per share for the year was 22.6 pence (2017: 17.3 pence).

The Group has a strong balance sheet with net assets at 31 December 2018 of £64.8 million (2017: £54.4 million), including cash at 31 December 2018 of £29.2 million (2017: £19.1 million), and net funds at 31 December 2018 of £17.3 million (2017: £4.9 million). During the year there were corporate cash inflows of £2.9 million comprising £6.8 million net proceeds from the disposal of the non-core Payments business less £3.9 million dividends. The net loan balance outstanding was £7.9 million at 31 December 2018 (2017: £9.8 million) with a further £4.0 million of capital lease obligations pursuant to the adoption of IFRS 16 (2017: £4.2 million). Trade and other receivables outstanding at 31 December 2018 were £14.7 million (2017: £13.6 million) with the growth in the Group's revenues also resulting in deferred income increasing to £28.3 million at 31 December 2018 (2017: £26.7 million).

Continuing to be a focus of the Group, cash conversion (measured by cash generated from operations as a percentage of operating profit adjusted for the non-underlying items with no cash effect) was once again excellent in 2018 at 97% (2017: 113%) with the Group continuing to benefit from a growing Recurring Revenue Base with customers typically paying annually in advance.

Philip Wood

Chief Financial Officer

               

Group Income Statement

for the year ended 31 December 2018

 

 

 

Year Ended 31 Dec 2018

 

Year Ended 31 Dec 2017 Restated*                          

 

 

Notes

Before

non-underlying

items

Non-underlying items

 

 

Total

Before non-underlying items

Non-underlying items

 

 

 

Total

 

 

£000

£000

£000

£000

£000

£000

Revenue

1

70,286

-

70,286

63,021

-

63,021

Operating costs

1, 2

(54,547)

(2,201)

         (56,748)

(48,518)

(2,541)

         (51,059)

Gain on disposal of subsidiary

 

-

3,237

3,237

-

-

-

Operating profit

 

15,739

1,036

16,775

14,503

(2,541)

11,962

Finance income

 

47

-

47

13

-

13

Finance costs

 

(480)

-

(480)

(472)

-

(472)

Net finance costs

 

(433)

-

(433)

(459)

-

(459)

Profit before income tax

 

15,306

1,036

16,342

14,044

(2,541)

11,503

Income tax expense

3

(3,070)

521

(2,549)

(2,447)

1,447

(1,000)

Profit for the year

 

12,236

1,557

13,793

11,597

(1,094)

10,503

 

 

 

 

 

 

 

 

Earnings per share

 

 

 

 

 

 

 

Basic

4

 

 

22.6p

 

 

17.3p

Diluted

4

 

 

21.5p

 

 

16.5p

 

 

 

 

 

 

 

 

*see note 13 for details regarding the restatement of the prior year financial statements which has arisen as a result of a change in the Group's accounting policies.

 

group statement of comprehensive income

For the year ended 31 December 2018

 

 

 

Year ended

31 Dec 2018

Year ended

31 Dec 2017

Restated*

 

£000

£000

Profit for the year

13,793

10,503

Other comprehensive (expense)/income

 

 

Items that will or may be reclassified to profit or loss:

 

 

Fair value (loss)/gain on hedged financial instruments

(14)

148

Currency translation difference

(370)

(40)

Other comprehensive (expense)/income for the year, net of tax

(384)

108

Total comprehensive income for the year

13,409

10,611

 

*see note 13 for details regarding the restatement of the prior year financial statements which has arisen as a result of a change in the Group's accounting policies.

 

 

Group Balance Sheet

For the year ended 31 December 2018

 

 

 

                           

As at

31 Dec 2018

As at

31 Dec 2017

Restated*

 

Notes

£000

£000

ASSETS

 

 

 

Non-current assets

 

 

 

Property, plant and equipment

 

5,417

5,543

Goodwill

 

48,793

52,801

Intangible assets

 

14,186 

                16,124

Other long-term assets

 

1,581

1,281

Deferred tax assets

 

  1,137

                  1,421

 

 

71,114

77,170

Current assets

 

 

 

Trade and other receivables

6

14,675

13,568

Financial assets - derivative financial instruments

 

114

 218

Current income tax assets

 

1,535

733

Cash and cash equivalents

 

29,186

19,137

 

 

45,510

33,656

Total assets

 

116,624

110,826

 

 

 

 

LIABILITIES

 

 

 

Current liabilities

 

 

 

Financial liabilities

 

 

 

- borrowings

8

(2,040)

(2,040)

- derivative financial instruments

 

(12)

(37)

Trade and other payables

7

(35,484)

(37,227)

Capital lease obligations

9

(1,109)

(1,038)

Current income tax liabilities

 

(489)

(381)

 

 

(39,134)

(40,723)

Net current assets/(liabilities)

 

6,376

(7,067)

 

 

 

 

Non-current liabilities

 

 

 

Financial liabilities - borrowings

8

(5,818)

(7,778)

Capital lease obligations

9

(2,846)

(3,200)

Provisions

10

(424)

(404)

Deferred tax liabilities

 

(3,582)

(4,297)

 

 

(12,670)

(15,679)

NET ASSETS

 

64,820

54,424

 

*see note 13 for details regarding the restatement of the prior year financial statements which has arisen as a result of a change in the Group's accounting policies.

 

Group Balance Sheet

For the year ended 31 December 2018

 

 

 

 

                           

 

As at

31 Dec 2018

 

As at

31 Dec 2017

Restated*

 

SHAREHOLDERS' EQUITY

Notes

£000

£000

Share capital

11

3,958

3,939

Share premium account

 

6,488

6,449

Capital redemption reserve

 

                12,372

                12,372

Other reserves

 

                34,265

                34,279

Retained earnings/(accumulated losses)

 

8,010

(2,712)

Foreign currency translation reserve

 

(273)

97

TOTAL EQUITY

 

64,820

54,424

 

*see note 13 for details regarding the restatement of the prior year financial statements which has arisen as a result of a change in the Group's accounting policies.

 

Group Statement of changes in shareholders' equity

for the Year Ended 31 December 2018

 

 

 

 

 

Share capital

£000

 

 

Share premium

£000

 

 

Retained earnings/

(accumulated losses)

 £000

 

 

Foreign currency translation reserve

£000

 

 

Capital redemption reserve

£000

 

 

Other reserves£000

 

 

Total

Equity

£000

 

Restated total equity At 1 January 2018*

 

3,939

6,449

(2,712)

97

12,372

34,279

54,424

Profit for the year

 

-

-

13,793

-

-

-

13,793

Cash flow hedges - net fair value losses in the year

 

-

-

-

-

-

(14)

(14)

Exchange rate adjustments

 

-

-

-

(370)

-

-

(370)

Total comprehensive income for the year

 

-

-

13,793

(370)

-

(14)

13,409

Shares issued under share option schemes

 

19

39

-

-

-

-

58

Share options - value of employee service

 

-

-

1,074

-

-

-

1,074

Deferred tax on financial instruments

 

-

-

(17)

-

-

-

(17)

Deferred tax on share options

 

-

-

(331)

-

-

-

(331)

Corporation tax on share options

 

-

-

131

-

-

-

131

Dividends to equity holders of the company

 

-

-

(3,928)

-

-

-

(3,928)

Total Contributions by and distributions to owners of the company recognised directly in equity income

 

 

 

19

39

(3,071)

-

-

-

(3,013)

At 31 December 2017

 

3,958

6,488

8,010

(273)

12,372

34,265

64,820

 

*see note 13 for details regarding the restatement of the prior year financial statements which has arisen as a result of a change in the Group's accounting policies.

 

Group Cash Flow Statement

for the Year Ended 31 December 2018

 

 

 

 

 

 

 

Year ended

31 Dec 2018

Year ended

31 Dec 2017

Restated*

 

Notes

£000

£000

Cash flows from operating activities

 

 

 

Cash generated from operations

12

15,042

15,193

Interest paid

 

(440)

(472)

Income tax paid

 

(3,068)

(2,525)

Net cash flows generated from operating activities

 

11,534

12,196

 

 

 

 

Cash flows from investing activities

 

 

 

Purchase of property, plant and equipment, excluding right-of-use assets

 

(985)

(1,180)

Disposal of subsidiary, net of cash disposed

 

6,770

-

Acquisition of subsidiaries, net of cash acquired

 

-

(10,460)

Interest received

 

47

13

Net cash generated from/(used in) investing activities

 

5,832

(11,627)

 

 

 

 

Cash flows from financing activities

 

 

 

Net proceeds from issuance of ordinary share capital

 

58

106

Dividends paid to company's shareholders

5

(3,928)

(3,345)

Repayment of loan

 

(2,000)

(12,250)

Repayment of capital lease obligations

 

(1,314)

(895)

Repayment of debt and debt-like items

 

-

(591)

Drawdown of loan

 

-

11,818

Net cash used in financing activities

 

(7,184)

(5,157)

 

 

 

 

Net increase/(decrease) in cash and cash equivalents

 

10,182

(4,588)

Cash, cash equivalents and bank overdrafts at beginning of year

 

19,137

23,849

Exchange rate losses on cash and cash equivalents

 

(133)

(124)

Cash and cash equivalents at end of year

 

29,186

19,137

 

*see note 13 for details regarding the restatement of the prior year financial statements which has arisen as a result of a change in the Group's accounting policies.

 

Notes to the Audited preliminary results for the year ended 31 December 2018

 

1.     Segmental analysis

 

Business segments

        The Board has determined the operating segments based on the reports it receives from management to make strategic decisions. 

        The segmental analysis is split into the Aptitude Software and the Microgen Financial Systems operating businesses.

       The principal activity of the Group throughout 2017 and 2018 is the provision of business-critical software and services.

        The operating businesses are allocated central function costs in arriving at operating profit/(loss).  Group overhead costs are not allocated into the operating businesses as the Board believes that these relate to Group activities as opposed to the operating businesses.

 

1(a) Revenue and operating profit by operating business

 

 

Year ended 31 December 2018

 

 

 

Aptitude Software

Microgen Financial Systems

 

 

Group

 

 

Total

 

 

£000

£000

£000

£000

Revenue

 

            52,274

18,012

-

70,286

Operating costs

 

(41,873)

(11,048)

-

(52,921)

Operating profit before Group overheads 

 

10,401

6,964

-

17,365

Unallocated Group overheads

 

 

 

(1,626)

(1,626)

Operating profit before non-underlying items

 

 

 

15,739

Non-underlying items

 

(1,008)

(1,092)

(101)

(2,201)

Gain on disposal of subsidiary

 

-

3,237

-

3,237

Operating profit/(loss)

 

9,393

9,109

(1,727)

16,775

Net finance cost

 

 

 

 

(433)

Profit before tax

 

 

 

 

16,342

Income tax expense

 

 

 

 

(2,549)

Profit for the year

 

 

 

 

13,793

             

 

 

 

Year ended 31 December 2017 Restated*

 

 

 

Aptitude Software

Microgen Financial Systems

 

 

Group

 

 

Total

 

 

£000

£000

£000

Revenue

 

            44,721

            18,300

-

63,021

Operating costs

 

(36,102)

(10,765)

-

(46,867)

Operating profit before Group overheads 

 

8,619

7,535

-

16,154

Unallocated Group overheads

 

 

 

(1,651)

(1,651)

Operating profit before non-underlying items

 

 

 

 

14,503

Non-underlying items

 

(829)

(1,398)

(314)

(2,541)

Operating profit/(loss)

 

7,790

6,137

(1,965)

11,962

Net finance cost

 

 

 

 

(459)

Profit before tax

 

 

 

 

11,503

Income tax expense

 

 

 

 

(1,000)

Profit for the year

 

 

 

 

10,503

 

*see note 13 for details regarding the restatement of the prior year financial statements which has arisen as a result of a change in the Group's accounting policies.

 

1(b) Geographical analysis

 

 

 

Sales revenue by origin

Sales revenue by destination

 

 

Year ended

31 Dec 2018

Year ended

31 Dec 2017 Restated*

 

Year ended

31 Dec 2018

Year ended

31 Dec 2017 Restated*

 

£000

£000

£000

£000

United Kingdom

36,190

32,343

10,188

11,111

Rest of World

34,096

30,678

60,098

51,910

 

70,286

63,021

70,286

63,021

 

*see note 13 for details regarding the restatement of the prior year financial statements which has arisen as a result of a change in the Group's accounting policies.

 

1(c) Organic Growth in Revenue

 

Within this report the Group discloses the level of Organic Growth in Revenue it has generated. The following table provides an analysis of how this has been calculated.

 

 

 

Aptitude Software

Microgen Financial Systems

 

 

Total

Year ending 31 December 2018

£000

£000

£000

Revenue as presented

52,274

18,012

70,286

Revenue generated from 2017 acquisitions

(7,484)

(873)

(8,357)

Payments software revenue

-

(758)

(758)

 

44,790

16,381

61,171

 

 

 

 

 

Aptitude Software

Microgen Financial Systems

 

 

Total

Year ending 31 December 2017

£000

£000

£000

Revenue as presented

44,721

18,300

63,021

Revenue generated from 2017 acquisitions

(2,980)

(792)

(3,772)

Payments software revenue

-

(1,448)

(1,448)

 

41,741

16,060

57,801

 

1(d) Ongoing Revenue and Adjusted Operating Profit of Microgen Financial Systems

 

Within this report the Group discloses the level of Ongoing Revenue and Adjusted Operating Profit it has generated within the Microgen Financial Systems business. The following table provides an analysis of how this has been calculated.

 

 

Year ending

31 Dec 2018

 

Year ending

31 Dec 2017

Ongoing Revenue

£000

£000

Revenue as presented

18,012

18,300

Payments software revenue

(758)

(1,448)

 

17,254

16,852

 

 

 

Year ending

31 Dec 2018

 

Year ending

31 Dec 2017

Ongoing Adjusted Operating Profit

£000

£000

Adjusted Operating Profit as presented

6,964

7,535

Payments software Adjusted Operating Profit

(483)

(1,047)

 

6,481

6,488

 

2.    Non-underlying items

 

31 Dec 2018

31 Dec 2017

 

£000

£000

Amortisation of intangibles

1,938

1,316

Share based payments on share options issued in 2013

                   101

              115

Costs in relation to replacement credit facility

                -

                199

Acquisition and associated restructuring costs

162

911

 

2,201

2,541

 

 

 

3.     Income tax expense

 

 

Year ended

31 Dec 2018

Year ended

31 Dec 2017 Restated*

Analysis of charge in the year

£000

£000

Current tax:

 

 

- tax charge on underlying items

(3,479)

(2,707)

- adjustment to tax in respect of prior periods

145

(96)

Total current tax

(3,334)

(2,803)

Deferred tax:

 

 

- tax credit/ (charge) on underlying items

18

112

- tax credit on non-underlying items

521

1,447

- adjustment to tax in respect of prior periods

2

403

- adjustment for change in accounting policies

244

(159)

Total deferred tax

785

1,803

Income tax expense

(2,549)

(1,000)

The total tax charge of £2,549,000 (2017 Restated*: £1,000,000) represents 15.60% (2017 Restated*: 8.69%) of the Group profit before tax of £16,342,000 (2017 Restated*: £11,503,000).

After adjusting for the impact of non-underlying items, change in tax rates, share based payment charge, prior year tax charges and the change in accounting policies the tax charge for the year of £3,509,000 (2017 Restated*: £3,075,000) represents 22.93% (2017: 21.90%), which is the tax rate used for calculating the adjusted earnings per share.

At the balance sheet date, the Group has unused tax losses of £3,080,000 (2017: £3,366,000) available for offset against future profits. A deferred tax asset has been recognised in respect of £455,000 (2017: £756,000) of such losses which is the maximum the Group anticipates being able to utilise in the year ending 31 December 2019. No deferred asset has been recognised in respect of the remaining £2,625,000 (2017: £2,610,000) due to the unpredictability of future profit streams.

 

*see note 13 for details regarding the restatement of the prior year financial statements which has arisen as a result of a change in the Group's accounting policies.

 

 

The difference between the total tax charge and the amount calculated by applying the effective United Kingdom corporation tax rate of 19.00% (2017: 19.25%) to the profit on ordinary activities before tax is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

 

 

 

Year ended

31 Dec 2018

Year ended

31 Dec 2017 Restated*

 

£000

£000

Profit on ordinary activities before tax

16,342

11,503

 

 

 

Tax at the UK corporation tax rate of 19.00% (2017: 19.25%)

(3,105)

(2,214)

Effects of:

 

 

Adjustment to tax in respect of prior periods

145

307

Adjustment for change in accounting policies

244

-

Adjustment in respect of foreign tax rates

(499)

(409)

Expenses not deductible for tax purposes

 

 

- Exempt gain on disposal

594

-

- Other

18

(112)

Recognition of tax losses

50

321

Change in future tax rates

4

1,107

Total taxation

(2,549)

(1,000)

               

Changes in future tax rates for the year ended 31 December 2017 of £1,107,000 reflects the reduction in US tax rates which were substantially enacted during the prior year where the federal tax rate was reduced from 35% to 21%, which after taking into account state taxes reduces the Group's US effective tax rate from 43% to 29% for 2018. Consequently, a revaluation of the deferred tax liability established on the acquisition of Aptitude RevStream Inc. was required. During the year the Group adopted a number of new accounting standards on a retrospective basis, the result of which was an adjustment to the reserves for the year ending 31 December 2017. The tax impact of these movements was reflected in the deferred tax balance. In accordance with the tax legislation in the relevant jurisdictions, adjustments which directly impact the income statement have now been fully realised in the current period.

 

*see note 13 for details regarding the restatement of the prior year financial statements which has arisen as a result of a change in the Group's accounting policies.

 

 

4.     Earnings per share

 

To provide an indication of the underlying operating performance per share, the adjusted profit after tax figure shown below excludes non-underlying items and has a tax charge using the effective rate of 22.93% (2017: 21.90%).

 

 

Year ended

31 Dec 2018  

Year ended

31 Dec 2017 Restated*

 

£000

£000

Profit on ordinary activities before tax and non-underlying items

15,306

14,044

Tax charge at a rate of 22.93% (2017: 21.90%)

(3,509)

(3,075)

 

11,797

10,969

Prior years' tax charge

145

307

Non-underlying items net of tax

1,557

(1,094)

Change in accounting policies

244

-

Recognition of tax losses

50

321

Profit on ordinary activities after tax

13,793

10,503

 

 

2018

Number

(thousands)

2017

Number

(thousands)

Weighted average number of shares

60,922

60,612

Effect of dilutive share options

3,336

3,228

 

64,258

63,840

 

 

 

2018

Basic

EPS

 

2018

Diluted

EPS

2017 Restated*

Basic

EPS

2017 Restated*

Diluted

EPS

 

Pence

pence

pence

pence

Earnings per share

22.6

21.5

17.3

16.5

Non-underlying items net of tax

(2.5)

(2.4)

1.8

1.7

Prior years' tax credit

(0.2)

(0.2)

(0.5)

(0.4)

Change in accounting policies

(0.4)

(0.4)

-

-

Tax losses recognised

(0.1)

(0.1)

(0.6)

(0.6)

Adjusted earnings per share

19.4

18.4

18.0

17.2

 

*see note 13 for details regarding the restatement of the prior year financial statements which has arisen as a result of a change in the Group's accounting policies.

 

 

 

5.    Dividends

 

 

2018 pence per share

2017 pence per share

2018

£000

2017

£000

Dividends paid:

 

 

 

 

Interim dividend

2.20

2.00

1,340

1,217

Final dividend (prior year)

4.25

3.50

2,588

2,128

 

6.45

5.50

3,928

3,345

 

 

 

 

 

Proposed but not recognised as a liability:

 

 

 

 

Final dividend (current year)

4.40

4.25

2,692

2,587

 

The proposed final dividend was approved by the Board on 4 March 2019 but was not included as a liability as at 31 December 2018, in accordance with IAS 10 'Events after the Balance Sheet date'. If approved by shareholders at the Annual General Meeting the proposed final dividend will be payable on 30 May 2019 to shareholders on the register at the close of business on 24 May 2019.

 

6.     Trade and other receivables

 

 

 

31 Dec 2018

31 Dec 2017 Restated*

 

£000

£000

Trade receivables

11,258

10,496

Less: provision for impairment of receivables

(229)

(88)

Trade receivables - net

11,029

10,408

Other receivables

1,571

964

Prepayments

917

1,006

Accrued income

1,158

1,190

 

14,675

13,568

 

*see note 13 for details regarding the restatement of the prior year financial statements which has arisen as a result of a change in the Group's accounting policies.

 

7.     Trade and other payables

 

 

 

31 Dec 2018

31 Dec 2017 Restated*

 

£000

£000

Trade payables

1,778

1,797

Other tax and social security payable

1,962

1,803

Other payables

228

113

Accruals

3,240

6,843

Deferred income

28,276

26,671

 

35,484

37,227

 

*see note 13 for details regarding the restatement of the prior year financial statements which has arisen as a result of a change in the Group's accounting policies.

 

 

8.     Financial liabilities

 

 

31 Dec 2018

31 Dec 2017

 

£000

£000

Bank Loan

7,858

9,818

The borrowings are repayable as follows:

 

 

Within one year

2,040

2,040

In the second year

2,040

2,040

In the third to fifth years inclusive

3,920

5,920

 

8,000

10,000

Unamortised prepaid facility arrangement fees

(142)

(182)

At 31 December

7,858

9,818

 

9.     Capital lease obligations

 

The Group leases various offices and plant and machinery which, following the adoption of IFRS 16 met the criteria set out to be recognised as capital lease agreements

 

 

31 Dec 2018

31 Dec 2017 Restated*

 

£000

£000

Amounts payable under capital lease agreements:

 

 

Within one year

1,243

1,155

Within two to five years

2,510

2,798

After five years

571

736

Total

4,324

4,689

Less: future finance charges

(369)

(451)

Present value of lease obligations

3,955

4,238

Less: Amount due for settlement within 12 months (shown under current liabilities)

(1,109)

(1,038)

 

2,846

3,200

 

 

31 Dec 2018

31 Dec 2017

 

£000

£000

The present value of financial lease liabilities is split as follows:

 

 

Within one year

1,109

1,038

Within two to five years

2,295

2,503

After five years

551

697

 

3,955

4,238

 

*see note 13 for details regarding the restatement of the prior year financial statements which has arisen as a result of a change in the Group's accounting policies.

 

 

10.    Provisions for other liabilities and charges

 

 

Provisions

 

31 Dec 2018

31 Dec 2017

 

£000

£000

At 1 January

404

311

Charged to income statement

14

94

Utilised

-

(9)

Foreign exchange movement

6

8

At 31 December

424

404

 

 

Provisions have been analysed between current and non-current as follows:

 

Provisions

 

31 Dec 2018

31 Dec 2017

 

£000

£000

Current

-

-

Non-current

424

404

 

424

404

 

 

11.  Share capital

 

       

Ordinary shares of 6 3/7p each

Number

£000

Issued and fully paid:

 

 

At 1 January 2018

60,878,689

3,913

Issued under share option schemes

294,241

19

At 31 December 2018

61,172,930

3,932

 

 

 

Shares to be issued

 

 

Deferred equity consideration on acquisition

398,518

26

Total Ordinary shares issued and to be issued at 31 December

61,571,448

3,958

 

 

 

12.  Notes to the Group Cash Flow Statement

 

 

 

 

Year ended

31 Dec 2018

Year ended

31 Dec 2017 Restated*

 

£000

£000

Profit before tax

16,342

11,503

Adjustments for:

 

 

   Depreciation

1,869

1,529

   Amortisation

1,938

1,316

   Share-based payment expense

1,074

796

   Gain on disposal of subsidiary

(3,237)

-

   Finance income

(47)

(13)

   Finance costs

480

472

 

 

 

Changes in working capital excluding the effects of acquisition:

 

 

   Increase in receivables

(2,040)

(3,924)

   Increase in payables

(1,357)

3,421

   Increase in provisions

20

93

 

 

 

Cash generated from operations

15,042

15,193

 

 

13.  Changes in accounting policies

 

13(a) Impact on financial statements

 

The Group adopted IFRS 9 'Financial Instruments', IFRS 15 'Revenue from Contracts with Customers' and IFRS 16 'Leasing' from 1 January 2018 and had to change its accounting policies and make retrospective adjustments to the financial statements.

The tables on the following pages summarise the impact of the adjustments on the 2017 financial statements. Whilst the adoption of IFRS 9 'Financial Instruments' from 1 January 2018 resulted in changes in accounting policies, no adjustments were made to the amounts recognised in the financial statements as the effect was deemed to be insignificant.

 

Condensed consolidated income statement extract

 

Year ended 31 Dec 2017 As originally presented

 

 

 

IFRS 15

 

 

 

IFRS 16

Year ended 31 Dec 2017 Restated

 

£000

£000

£000

£000

Revenue

62,640

381

-

63,021

Operating costs

(51,560)

271

230

(51,059)

Operating profit

11,080

652

230

11,962

Finance income

13

-

-

13

Finance costs

(316)

-

(156)

(472)

Net finance costs

(303)

-

(156)

(459)

Profit before income tax

10,777

652

74

11,503

Income tax expense

(841)

(150)

(9)

(1,000)

 

9,936

502

65

10,503

 

 

 

 

 

Earnings per share

 

 

 

 

Basic

16.4p

0.7p

0.2p

17.3p

Diluted

15.6p

0.7p

0.2p

16.5p

 

 

 

 

 

Condensed consolidated balance sheet extract

 

As at

 31 Dec 2017 As originally presented

 

 

 

IFRS 15

 

 

 

IFRS 16

As at

 31 Dec 2017 Restated

 

£000

£000

£000

£000

ASSETS

 

 

 

 

Non-current assets

 

 

 

 

Property, plant and equipment

1,825

-

3,718

5,543

Other long-term assets

-

1,281

-

1,281

Deferred tax assets

1,336

(6)

91

1,421

 

72,086

1,275

3,809

77,170

 

 

 

 

 

Current assets

 

 

 

 

Trade and other receivables

13,363

205

-

13,568

 

33,451

205

-

33,656

Total assets

105,537

1,480

3,809

110,826

 

 

 

 

 

LIABILITIES

 

 

 

 

Current liabilities

 

 

 

 

Trade and other payables

(36,952)

(343)

68

(37,227)

Capital lease obligations

-

-

(1,038)

(1,038)

 

(39,410)

(343)

(970)

(40,723)

Net current liabilities

(5,959)

(138)

(970)

(7,067)

 

 

 

 

 

Non-current liabilities

 

 

 

 

Capital lease obligations

-

-

(3,200)

(3,200)

Deferred tax liabilities

(4,060)

(237)

-

(4,297)

 

(12,242)

(237)

(3,200)

(15,679)

NET ASSETS

53,885

900

(361)

54,424

 

 

 

 

 

SHAREHOLDERS' EQUITY

 

 

 

 

Accumulated losses

(3,251)

900

(361)

(2,712)

TOTAL EQUITY

53,885

900

(361)

54,424

 

The above table details line items within the condensed consolidated balance sheet which have been subject to adjustment as a result of the changes in accounting policies. Line items unaffected by the changes have not been included.

The adoption of the new accounting standards during the year had no impact on the comparative figures presented within the Company balance sheet.

 

 

Condensed consolidated statement of cash flow extract

 

 

Year ended

 31 Dec

2017*

 

 

 

IFRS 16

Year ended 31 Dec 2017 Restated

 

£000

£000

£000

Cash flows from operating activities

 

 

 

Cash generated from operations

14,142

1,051

15,193

Interest paid

(316)

(156)

(472)

Net cash flows generated from operating activities

11,301

895

12,196

 

 

 

 

Cash flows from investing activities

 

 

 

Net cash used in investing activities

(11,627)

-

(11,627)

 

 

 

 

Cash flows from financing activities

 

 

 

Capital lease obligations

-

(895)

(895)

Net cash used in financing activities

(4,262)

(895)

(5,157)

 

 

 

 

Net decrease in cash and cash equivalents

(4,588)

-

(4,588)

Cash, cash equivalents and bank overdrafts at beginning of year

23,849

-

23,849

Deferred tax liabilities

(124)

-

(124)

Cash and cash equivalents at end of year

19,137

-

19,137

 

*Amounts displayed above are as originally presented but after the reclassification of the loan repayment totalling £0.6 million which was made as part of the Group's acquisition of RevStream Inc. in 2017. This amount had been shown in cash generated from operations but was reclassified as a separate item within cash flows from financing activities.

The above table details line items within the condensed consolidated balance sheet which have been subject to adjustment as a result of the changes in accounting policies. Line items unaffected by the changes have not been included.

The adoption of the new accounting standards during the year had no impact on the comparative figures presented within the Company statement of cash flow.

 

13(b) Impact of adoption

 

IFRS 9

IFRS 9 'Financial Instruments' replaces the provisions of IAS 39 that relate to the recognition, classification and measurement of financial assets and financial liabilities, derecognition of financial instruments, impairment of financial assets and hedge accounting.

As mentioned, the adoption of IFRS 9 from 1 January 2018 did not result in any adjustments being made to amounts recognised in the financial statements as the effect was deemed to be insignificant. It does however change the Group's assessment of when a provision for impairment of trade and other receivables is required through the use of a forward-looking expected credit loss method.

IFRS 15

IFRS 15 'Revenue from Contracts with Customers' has resulted in changes to the way the Group recognises revenue on its licence and maintenance contracts along with the treatment of associated commission costs.

 

 

Licence and maintenance revenue

Previously, licence and maintenance revenue generated from customer contracts were both recognised on a straight-line basis over the term of the agreement. On adoption of IFRS 15, the Group now assesses whether ongoing contractual maintenance obligations represent a performance obligation that is distinct from the licence. When the licence fee is determined to be distinct, it is recognised separately from the other performance obligations at the time of delivery of the licenced software. The software maintenance fees are then recognised in the period the services are providing, using a straight-line basis over the term of the maintenance agreement.

If, however, the conclusion is that the licence is not distinct, a combined performance obligation is recognised over time which is determined on a contract by contract basis and represents the period over which significant modification and optimisation of the software is required.

In determining the most appropriate method of recognising revenue over time, the Group has concluded that for Aptitude Software products the combined performance obligation will be recognised in line with development activity related to the relevant product over the period in which the enhancements are required by the particular user.

Once this period of intense functionality enhancement has diminished to a consistent level of ongoing maintenance obligation, the transfer of the combined performance obligation is considered complete. This ongoing obligation is delivered through Annual Licence Fees or software maintenance fees which are recognised on a straight-line basis in the period covered by the invoice.

For Microgen 5Series, the leading product of Microgen Financial Systems, there is a continuing requirement to provide enhancements to ensure regulatory compliance and consequently the recognition of the Annual Licence fee is done on a straight-line basis over the period covered by the invoice.

The adoption of IFRS 15 resulted in additional revenue being recognised on Aptitude Software's customer contracts totalling £381,000 and £509,000 for the year ended 31 December 2017 and 31 December 2018 respectively. No adjustments to revenue were required for Microgen Financial Systems across either period.

Commission costs

Under previous accounting policies, software sales commission costs were recognised in full through the income statement on the date of signing the contract. On adoption of IFRS 15, these costs meet the definition of incremental costs of obtaining a contract. As a result, an asset is recognised at inception of the contract for the total value of commission payable which will typically be amortised across the contract life of each client.

To reflect this change in policy, the Group has recognised a reduction in its commission costs of £271,000 and £113,000 for the year ended 31 December 2017 and 31 December 2018 respectively.

IFRS 16

The Group leases a number of properties which, under IAS 17 were classified as operating leases with rentals being charged directly to the income statement on a straight-line basis over the life of the lease.

On adoption of IFRS 16, the Group is now required to recognise right-of-use assets and corresponding lease liabilities in respect of these property leases due to its single lessee accounting model. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life or the end of the lease term.

The lease liability is initially measured at the present value of the lease payments and then unwound over the remaining lease term with an interest charge recognised in the income statement.

The net impact of adoption on the Group's income statement for the year ended 31 December 2017 and 31 December 2018 is an increase in profit before tax of £74,000 and £291,000 respectively.

 

 

 

14.  Statement by the directors

 

The preliminary results for the year ended 31 December 2018 and the results for the year ended 31 December 2017 are prepared under International Financial Reporting Standards as adopted for use in the EU ("IFRS").  The accounting policies adopted in this preliminary announcement are consistent with the Annual Report for the year ended 31 December 2017.

The financial information set out in this preliminary announcement does not constitute the Company's statutory accounts for the years ended 31 December 2018 or 31 December 2017.  The financial information for the year ended 31 December 2017 is derived from the Annual Report delivered to the Registrar of Companies.  The Annual Report for 2018 will be delivered to the Registrar of Companies in due course. The auditors' report on those accounts was unqualified and neither drew attention to any matters by way of emphasis nor contained a statement under either section 498(2) of Companies Act 2006 (accounting records or returns inadequate or accounts not agreeing with records and returns), or section 498(3) of Companies Act 2006 (failure to obtain necessary information and explanations).

The Board of Microgen approved the release of this audited preliminary announcement on 22 March 2019.

The Annual Report for the year ended 31 December 2018 will be posted to shareholders in due course and will be delivered to the Registrar of Companies following the Annual General Meeting of the Company.  The report will also be available on the investor relations page of our web site (www.aptitudesoftwaregroup.com).  Further copies will be available on request and free of charge from the Company Secretary at Old Change House, 128 Queen Victoria Street, London, EC4V 4BJ.

 

 

 


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