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Microgen PLC Final Results

25/03/2019 7:00am

UK Regulatory (RNS & others)


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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 Base(1) 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 GBP70.3 million (2017(2) : GBP63.0 million), Organic Growth(3) of 6%

-- Group Adjusted Operating Profit(4) increased by 9% to GBP15.7 million (2017: GBP14.5 million). Group operating profit on a statutory basis of GBP16.8 million (2017: GBP12.0 million) with 2018 benefitting from a GBP3.2 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 GBP29.2 million (2017: GBP19.1 million) and net funds of GBP17.3 million (2017: GBP4.9 million) following a net corporate cash inflow of GBP2.9 million in 2018 (GBP6.8 million net proceeds from the disposal of the non-core Payments business less GBP3.9 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 GBP24.8 million (2017: GBP18.1 million), Organic Growth of 23%

-- Recurring Revenue Base at 31 December 2018 increased during 2018 by 24% to GBP24.0 million (31 December 2017: GBP19.3 million)

-- Overall revenue growth of 17% to GBP52.3 million (2017: GBP44.7 million), Organic Growth of 7%. Overall revenue impacted by the anticipated slowing of growth in services revenue

-- Services revenue growth of 3% to GBP27.5 million (2017: GBP26.6 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 GBP10.4 million (2017: GBP8.6 million). Operating profit on a statutory basis of GBP9.4 million (2017: GBP7.8 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 GBP6.9 million

-- Ongoing Revenue(5) of GBP17.3 million (2017: GBP16.9 million) of which 75% (2017: 75%) is recurring in nature. Total revenue of GBP18.0 million (2017: GBP18.3 million)

-- Ongoing Adjusted Operating Profit of GBP6.5 million (2017: GBP6.5 million). Operating profit on a statutory basis of GBP9.2 million (2017: GBP6.1 million)

-- T&FA revenues increased by 7% to GBP12.1 million (2017: GBP11.3 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 GBP9.0 million (31 December 2017: GBP8.8 million)

-- Application Management revenues in line with the Board's expectations at GBP5.2 million (2017: GBP5.6 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

(1) 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 GBP24.8 million (2017: GBP18.1 million), Organic Growth of 23%. Overall revenue for the Aptitude Software business has grown by 17% to GBP52.3 million (2017: GBP44.7 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 GBP10.4 million (2017: GBP8.6 million) representing an Adjusted Operating Margin of 20% (2017: 19%). Operating profit on a statutory basis was GBP9.4 million (2017: GBP7.8 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 GBP17.3 million (2017: GBP16.9 million) with total revenue of GBP18.0 million (2017: GBP18.3 million). Microgen Financial Systems reported Ongoing Adjusted Operating Profit of GBP6.5 million (2017: GBP6.5 million) with operating profit on a statutory basis of GBP9.1 million (2017: GBP6.1 million).

Group overview

Overall the Group reported revenue growth of 12% to GBP70.3 million (2017: GBP63.0 million), Organic Growth of 6%. Group Adjusted Operating Profit increased by 9% to GBP15.7 million (2017: GBP14.5 million). Group operating profit on a statutory basis of GBP16.8 million (2017: GBP12.0 million) with 2018 benefitting from a gain from the disposal of the small non-core Payments business of GBP3.2 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 GBP52.3 million being significantly ahead of the Group's total revenue in earlier years (for example, in 2013 the Group's revenue was GBP29.8 million of which Aptitude Software represented GBP14.7 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 GBP24.8 million (2017: GBP18.1 million), Organic Growth of 23%. At 31 December 2018 the Recurring Revenue Base stood at GBP24.0 million (31 December 2017: GBP19.3 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 GBP52.3 million (2017: GBP44.7 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 GBP27.5 million (2017: GBP26.6 million), marginally below the prior year if the benefit of the 2017 RevStream acquisition is excluded.

Adjusted Operating Profit increased by 21% to GBP10.4 million (2017: GBP8.6 million) representing an Adjusted Operating Margin of 20% (2017: 19%). Operating profit on a statutory basis was GBP9.4 million (2017: GBP7.8 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 GBP8.5 million (2017: GBP6.0 million) with all costs expensed as incurred with the increase in cost including GBP1.6 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 GBP1.6 million on 31 December 2013 to GBP13.1 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: GBP8.6 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 GBP52.7 million on a constant currency basis (compared to actual result of GBP52.3 million). On a constant currency basis adjusted operating profit in 2018 would be unchanged to that reported at GBP10.4 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 GBP17.3 million (2017: GBP16.9 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 GBP18.0 million (2017: GBP18.3 million).

The key highlight in 2018 was the disposal of the Payments software business for cash consideration of GBP6.9 million. In 2018 this non-core part of Microgen Financial Systems contributed revenue of GBP0.8 million (2017: GBP1.4 million) and operating profit (before non-underlying items) of GBP0.5 million (2017: GBP1.0 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 GBP6.5 million (2017: GBP6.5 million) representing an Adjusted Ongoing Operating Margin of 38% (2017: 38%). Operating profit on a statutory profit basis is reported at GBP9.1 million (2017: GBP6.1 million) with 2018 benefitting from a GBP3.2 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 GBP12.1 million (2017: GBP11.3 million), Organic Growth of 7%. T&FA recurring revenue in 2018 increased by 7% to GBP8.7 million (2017: GBP8.1 million), Organic Growth of 7%.

The T&FA Recurring Revenue Base increased during the year by 5% to GBP9.0 million at 31 December 2018 (31 December 2017: GBP8.8 million). Within the T&FA Recurring Revenue Base of GBP9.0 million at 31 December 2018 is GBP5.0 million (2017: GBP4.5 million) relating to the Microgen 5Series product with the Recurring Revenue Base on acquired and legacy T&FA products of GBP4.0 million (2017: GBP4.3 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 GBP5.2 million (2017: GBP5.6 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 GBP70.3 million (2017: GBP63.0 million) resulting in an Adjusted Operating Profit of GBP15.7 million (2017: GBP14.5 million) representing growth of 12% and 9% respectively. Organic Growth in revenue was 6%. Operating profit on a statutory basis was GBP16.8 million (2017: GBP12.0 million) benefitting from non-underlying costs of GBP2.2 million (2017: GBP2.5 million) and a GBP3.2 million gain on disposal of the small non-core Payments software business (2017: nil). Group overhead costs were GBP1.6 million (2017: GBP1.7 million). The Group reported a profit for the year attributable to shareholders of GBP13.8 million (2017: GBP10.5 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 GBP2.2 million (2017: GBP2.5 million) includes a GBP1.9 million (2017: GBP1.3 million) amortisation charge in respect of acquired intangible assets.

The total tax charge for the year is GBP1.6 million (2017: GBP1.1 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 GBP64.8 million (2017: GBP54.4 million), including cash at 31 December 2018 of GBP29.2 million (2017: GBP19.1 million), and net funds at 31 December 2018 of GBP17.3 million (2017: GBP4.9 million). During the year there were corporate cash inflows of GBP2.9 million comprising GBP6.8 million net proceeds from the disposal of the non-core Payments business less GBP3.9 million dividends. The net loan balance outstanding was GBP7.9 million at 31 December 2018 (2017: GBP9.8 million) with a further GBP4.0 million of capital lease obligations pursuant to the adoption of IFRS 16 (2017: GBP4.2 million). Trade and other receivables outstanding at 31 December 2018 were GBP14.7 million (2017: GBP13.6 million) with the growth in the Group's revenues also resulting in deferred income increasing to GBP28.3 million at 31 December 2018 (2017: GBP26.7 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* 
                               Before                                               Before 
                       non-underlying   Non-underlying                      non-underlying   Non-underlying 
               Notes            items            items              Total            items            items              Total 
                               GBP000           GBP000             GBP000           GBP000           GBP000             GBP000 
 Revenue         1             70,286                -             70,286           63,021                -             63,021 
 Operating      1, 
  costs          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     Year ended 
                                                             31 Dec 2018    31 Dec 2017 
                                                                              Restated* 
                                                                  GBP000         GBP000 
 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                    As at 
                                                                                31 Dec 2018              31 Dec 2017 
                                                                                                           Restated* 
                                            Notes                                    GBP000                   GBP000 
 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                   As at 
                                                                               31 Dec 2018             31 Dec 2017 
                                                                                                         Restated* 
  SHAREHOLDERS' EQUITY                     Notes                                    GBP000                  GBP000 
 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

 
                                                Retained         Foreign 
                                               earnings/        currency        Capital 
                       Share       Share    (accumulated     translation     redemption                        Total 
                     capital     premium         losses)         reserve        reserve             Other     Equity 
                      GBP000      GBP000          GBP000          GBP000         GBP000    reservesGBP000     GBP000 
 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     Year ended 
                                                                31 Dec 2018    31 Dec 2017 
                                                                                 Restated* 
                                                      Notes          GBP000         GBP000 
 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

 
 
                                                                   Microgen 
                                                      Aptitude    Financial 
 Year ended 31 December 2018                          Software      Systems     Group      Total 
                                                        GBP000       GBP000    GBP000     GBP000 
 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 
                                                                                       ========= 
 
 
 
                                                                         Microgen 
 Year ended 31 December 2017                         Aptitude           Financial 
  Restated*                                          Software             Systems     Group      Total 
                                                       GBP000              GBP000    GBP000     GBP000 
 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

The Group has two geographical segments for reporting purposes, the United Kingdom and the Rest of the World.

The following table provides an analysis of the Group's sales by origin and by destination.

 
                     Sales revenue by origin       Sales revenue by destination 
                      Year ended     Year ended        Year ended     Year ended 
                     31 Dec 2018    31 Dec 2017       31 Dec 2018    31 Dec 2017 
                                      Restated*                        Restated* 
                          GBP000         GBP000            GBP000         GBP000 
 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     Microgen     Total 
                                               Software    Financial 
                                                             Systems 
 Year ending 31 December 2018                    GBP000       GBP000    GBP000 
 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     Microgen     Total 
                                               Software    Financial 
                                                             Systems 
 Year ending 31 December 2017                    GBP000       GBP000    GBP000 
 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     Year ending 
                                31 Dec 2018     31 Dec 2017 
 Ongoing Revenue                     GBP000          GBP000 
 Revenue as presented                18,012          18,300 
 Payments software revenue            (758)         (1,448) 
                                     17,254          16,852 
                             ==============  ============== 
 
 
                                                  Year ending     Year ending 
                                                  31 Dec 2018     31 Dec 2017 
 Ongoing Adjusted Operating Profit                     GBP000          GBP000 
 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 
                                                                GBP000               GBP000 
 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     Year ended 
                                                 31 Dec 2018    31 Dec 2017 
                                                                  Restated* 
 Analysis of charge in the year                       GBP000         GBP000 
 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 GBP2,549,000 (2017 Restated*: GBP1,000,000) represents 15.60% (2017 Restated*: 8.69%) of the Group profit before tax of GBP16,342,000 (2017 Restated*: GBP11,503,000).

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 GBP3,509,000 (2017 Restated*: GBP3,075,000) 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 GBP3,080,000 (2017: GBP3,366,000) available for offset against future profits. A deferred tax asset has been recognised in respect of GBP455,000 (2017: GBP756,000) 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 GBP2,625,000 (2017: GBP2,610,000) 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     Year ended 
                                                   31 Dec 2018    31 Dec 2017 
                                                                    Restated* 
                                                        GBP000         GBP000 
 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 GBP1,107,000 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     Year ended 
                                               31 Dec 2018    31 Dec 2017 
                                                                Restated* 
                                                    GBP000         GBP000 
 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           2017 
                                            Number         Number 
                                       (thousands)    (thousands) 
 Weighted average number of shares          60,922         60,612 
 Effect of dilutive share options            3,336          3,228 
                                            64,258         63,840 
                                     =============  ============= 
 
 
                                     2018        2018   2017 Restated*   2017 Restated* 
                                    Basic     Diluted            Basic          Diluted 
                                      EPS         EPS              EPS              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 
                                 ========  ==========  ===============  =============== 
 

Adjusted earnings per share are calculated using adjusted profit after tax.

*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   2017 pence      2018      2017 
                                   per share    per share    GBP000    GBP000 
 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* 
                                                        GBP000            GBP000 
 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* 
                                                GBP000            GBP000 
 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 
                                                       GBP000   GBP000 
 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* 
                                                           GBP000            GBP000 
 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 
                                                          GBP000   GBP000 
 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 
                                     GBP000        GBP000 
 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 
                     GBP000        GBP000 
 Current                  -             - 
 Non-current            424           404 
                        424           404 
               ============  ============ 
 

11. Share capital

 
 Ordinary shares of 6 3/7p each                       Number   GBP000 
 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

Reconciliation of profit before tax to net cash generated from operations:

 
                                                        Year ended     Year ended 
                                                       31 Dec 2018    31 Dec 2017 
                                                                        Restated* 
                                                            GBP000         GBP000 
 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     IFRS    IFRS 16       Year ended 
                                  31 Dec       15                      31 Dec 
                                 2017 As                        2017 Restated 
                              originally 
                               presented 
                                  GBP000   GBP000     GBP000           GBP000 
 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     IFRS    IFRS 16            As at 
                                       31 Dec       15                      31 Dec 
                                      2017 As                        2017 Restated 
                                   originally 
                                    presented 
                                       GBP000   GBP000     GBP000           GBP000 
 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    IFRS 16       Year ended 
                                                    31 Dec                      31 Dec 
                                                     2017*               2017 Restated 
                                                    GBP000     GBP000           GBP000 
 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 GBP0.6 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 GBP381,000 and GBP509,000 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 GBP271,000 and GBP113,000 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 GBP74,000 and GBP291,000 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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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