Company Announcements

7 July 2020

Micro Focus International plc

Interim results for the six months ended 30 April 2020

Micro Focus International plc ("the Company" or "the Group", LSE: MCRO.L, NYSE: MFGP), the international software product group, announces unaudited interim results for the six months ended 30 April 2020.

Key highlights:

·      Revenue performance consistent with the guidance given at the time of our full year results on 4 February 2020 and our COVID-19 update of 18 March 2020. COVID-19 led to delays in buying behaviours with customers in April 2020 and reduced revenue by at least 2% period on period.

·      Impact of COVID-19 largely mitigated at Adjusted EBITDA¹ level due to close management of the cost base. Adjusted EBITDA margin¹ (after adopting IFRS 16) of 38.0% (30 April 2019: 39.9% CCY).

·      The Group recorded a goodwill impairment charge of $922.2m in the period (30 April 2019: $nil) attributable to the increased economic uncertainty as a result of COVID-19, which has led to an increase in the pre-tax discount rate and expected disruption to new sales activity and timing pressure on renewals.

·      As a result, the Group generated a statutory operating loss from continuing operations of $906.7m (30 April 2019: Operating profit of $32.6m).

·      The Group continues to make progress against our strategic initiatives to improve operational efficiency and simplification, as well as to strengthen our product alignment with customer needs. Accordingly, we continue to make incremental investments in our operations as far as possible in light of COVID-19.

·      Successful refinancing of $1.4bn Term Loan in May 2020. The Group has no term loan maturities until June 2024.

·      The Group had cash and cash equivalents of $808.1m as at 30 April 2020 (31 October 2019: $355.7m), which reflects $633.1m of Operating cash¹ and $175.0m of RCF drawn as a precautionary measure. The Group's available liquidity totals $1.1bn.

·      Strong cash performance, with Adjusted Cash Conversion¹ of 131.5% (30 April 2019: 115.1%) and free cash flow¹ of $304.9m in the six months ended 30 April 2020 (30 April 2019: $419.5m). 

·      Cash generated from operating activities of $560.4m for the six months ended 30 April 2020 (30 April 2019: $622.6m).

The table below shows the key results for the Group for the six months ended 30 April 2020:

¹ The definition and reconciliations of Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Diluted EPS, Operating cash, Net Debt, Adjusted Net Debt, Adjusted Cash Conversion, Free Cash Flow and Constant Currency ("CCY") are in the "Alternative Performance Measures" section of this Interim Statement.

² On 1 November 2019, the Group adopted IFRS 16. The results for the six months ended 30 April 2019 have not been restated for the adoption of this accounting standard.

Stephen Murdoch, Chief Executive Officer, commented:

"I am proud of our employees' resilience and professionalism throughout the unprecedented disruption caused by the COVID-19 pandemic.  Micro Focus' business continuity plans have been highly effective and we continue to adapt our working practices to continue supporting our customers and partners. Our performance during the period has been consistent with our guidance and the successful refinancing of our debt despite the challenging market conditions demonstrates confidence in the underlying strengths of our model. Going forward, we see significant opportunities to improve our business and we will continue to progress initiatives to strengthen and simplify our business operations, and stand ready to take further actions if required in these uncertain times."

This announcement contains information that was previously Inside Information, as that term is defined in the Market Abuse Regulation (Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014) and successor UK legislation.

Results conference call

A conference call to cover the results for the six months ended 30 April 2020 will be held today at 1.30pm BST. The call will be accompanied by slides. 

A live webcast and recording of the presentation will be available at https://investors.microfocus.com/  during and after the event.  For dial in only, access numbers are as follows: 
 

UK & International: +44 (0) 20 3003 2666

UK Toll Free: 0808 109 0700

USA: +1 212 999 6659

USA Toll Free: 1 866 966 5335

Enquiries:

About Micro Focus

Micro Focus (LSE: MCRO.L, NYSE: MFGP) is an enterprise software Company supporting the technology needs and challenges of customers globally. Our solutions help organisations leverage existing IT investments, enterprise applications and emerging technologies to address complex, rapidly evolving business requirements while protecting corporate information at all times. Within the Micro Focus Product Portfolio are the following product groups: Application Modernisation & Connectivity, Application Delivery Management, IT Operations Management, Security, and Information Management & Governance. For more information, visit: www.microfocus.com.

Forward-looking statements

Certain statements in these interim results are forward-looking. Although the Group believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to be correct. Because these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements. The Group undertakes no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.

Chief Executive Officer's Statement 

Introduction

Our revenue performance during the period is in line with the guidance we issued at the time of the full year results announced in February 2020, supplemented by the additional specific guidance issued on 18 March 2020 to explain our expectations of the impact of the pandemic on our revenue performance. Strong cost management has largely mitigated the impact of the COVID-19 related decline in revenues on our Adjusted EBITDA performance. 

On 29 May 2020, we successfully refinanced our 2021 term loans, with the oversubscribed offer demonstrating confidence in our business model.  As a result, we are now fully financed with no term loan maturities until June 2024.

At the time of our full year results on 4 February 2020, we shared the output of our Strategic and Operational Review, and the initiatives we are implementing to strengthen our business. We are continuing to make progress in executing this plan, albeit with the additional complexity and impact of the COVID-19 pandemic, which may require us to adapt our approach in response to the opportunities and threats arising from continued market disruption. Progress over the coming months will be focused on simplifying and strengthening our business operations, improving the way we sell to and serve our customers, and ensuring our product development is as relevant and effective as possible. 

COVID-19

The six months ended 30 April 2020 saw significant change and has affected Micro Focus' business in many areas as we have reacted to the practical and macro-economic impacts of COVID-19. I am proud of the way our organisation has responded in these past months and our primary focus remains the health and safety of our employees and delivering business continuity for our customers and partners. We have acted proactively, learning and adapting our ways of working to be as effective as possible during this period of uncertainty.

Over the course of March and April, we transitioned to remote working whilst continuing to operate the business and support customers. More than 90% of our people are working from home and we now have open 11 of our 101 offices, mainly in Asia.

We have developed and executed a comprehensive internal communications programme to reassure and inform staff at this difficult time. Our people have adapted to find effective 'remote' working models in support of our customers. Additionally, we have hosted our European and North American customer events, Micro Focus Universe, in virtual format for the first time. These events saw 4,000 customers and partners attend live sessions explaining how Micro Focus can support and help accelerate their digital transformation programmes.

We will continue to take a considered and phased return to an office environment, but this will not be on the same basis as before. Instead, we will learn from this experience to re-think how we collaborate, innovate and work to adopt a more flexible hybrid model going forward. 

We believe our core customer proposition of helping customers navigate the need to build, operate, secure and analyse the enterprise as they drive their digital transformation programmes is even more relevant today as companies seek to rebuild and reshape their businesses. In helping organisations to bridge the gap between existing and emerging technologies, we enable our customers to balance the need to both run and transform their business and to deliver innovation faster with less risk. We are continually refining our approach and offerings such that we offer sharper, more focused solutions for our customers within this new macro context.

Performance in the period

Our performance during the period was consistent with guidance given at the time of our full year results on 4 February 2020, taking into account the expected disruption to new sales activity which we highlighted in our COVID-19 update of 18 March 2020.

The Group reported revenues of $1,454.2m (2019: $1,638.6m CCY, $1,657.1m reported). This is a decline of 11.3% on a CCY basis and 12.2% on a reported basis. Within this overall result there were examples of good progress but also some disappointing performances, most notably in ITOM where initial corrective actions have been identified and are being executed with a more detailed assessment of additional actions required being conducted in parallel.

The Group identified a slowdown in customer buying behaviour in April 2020 resulting in a deferral of projects involving new licence and services revenues as well as delays to some maintenance renewals. The impact of this is estimated to be at least 2% on revenues in the period.

The impact of this COVID-19 related revenue reduction on Adjusted EBITDA has been largely mitigated due to the management of variable and discretionary costs in addition to a reduction in certain costs as a direct result of COVID-19. Therefore, Adjusted EBITDA was $552.2m (2019: $653.2m CCY) which represents an Adjusted EBITDA margin of 38.0% (2019: 39.9% CCY).

The Group recorded an impairment charge of $922.2m in relation to the carrying value of Goodwill. This impairment charge is attributable to the increased economic uncertainty as a result of COVID-19, which has led to an increase in the pre-tax discount rate and expected continued disruption to new sales activity and timing pressure on renewals. This means that, on a statutory reported basis, the business generated an Operating loss of $906.7m in the six months ended 30 April 2020 (2019: $32.6m operating profit).

The Group continues to generate approximately 70% of revenues from recurring sources with broad based and longstanding customer relationships. Our products support mission critical business applications which are core to the value propositions of the world's largest companies. The customers we serve are geographically diverse and often multi-national across a range of sectors.

Further narrative in respect of the financial performance can be found in the Financial Review section of this report.

Strategic and Operational Review update

In February, at the time of our full year results, we announced a number of initiatives which underpin the delivery of our FY23 corporate vision. These initiatives, combined with existing programmes, are designed to make our business more efficient, agile and better aligned to our customers' needs:

Evolve our operating model to accelerate and improve the visibility of our product strategies and drive more differentiation.  Specifically, in the period important hires have been made and planned organisational changes are progressing to drive more operational autonomy and effectiveness in our Security and Vertica product groups.

Transform our Go-to-Market function to improve sales effectiveness. In recent weeks, we have implemented a new global operating plan and management system. This is supported by the deployment of a consistent sales methodology and programmes for team enablement. The Go-to-Market organisation is being simplified and resources re-aligned to ensure more balance across our different revenue streams and product portfolios. This framework is the foundation for delivering increased sales effectiveness and productivity over time.

Accelerate the transition of certain portfolios to SaaS or Subscription to address market opportunities where these models are emerging or becoming the de facto market standard. This transition will take place over multiple financial periods. Work to date has focused on comprehensive planning to develop these customer offerings for our Security and Big Data products.

Complete systems and operational simplification priorities to deliver a robust and efficient operating platform. The transition to remote working had an impact on our core systems transformation programme (Stack C). This is a global programme being executed principally in the UK, USA and India in conjunction with our Systems Integration partners. As communicated previously we had two possible cut over plans as we seek to balance speed and our compliance obligations under the Sarbanes-Oxley Act which limit the timeframes within which we can make substantive changes to our operational controls. The move of this complex programme to remote working has been executed effectively but the impact of doing this at a critical time in the project means that we have now moved to our alternative cutover planning scenario of November 2020 and February 2021 versus May and November 2020. This will potentially impact the costs of the programme but work is underway to mitigate this as much as possible. The full extent of the impact is also heavily dependent on lockdown restrictions in key geographies.

Overall, the company has reacted quickly to mitigate the immediate and developing macro risks whilst continuing to make progress on these initiatives. We are currently executing broadly as planned but are continually assessing the pace and focus of these initiatives as we get more clarity on the operational and financial impacts of COVID-19.  

Board update

The Group has continued to strengthen the experience and expertise of our board in the period by adding two new Non-Executive Directors.

Robert Youngjohns and Sander Van't Noordende joined the board in April and June respectively. Robert brings a number of years' experience in global enterprise software companies and having previously led the HPE Software division, has a deep understanding of the HPE Software products and the markets in which they operate. Sander has previously spent 32 years at Accenture and his expertise and experience in managing significant change will be very relevant as we execute on our strategic initiatives.

The board and management team continue to have confidence in the fundamentals of the business and a clear understanding of the work which needs to be done. We would like to thank our employees for their continued professionalism and hard work through these unprecedented times.

Capital allocation and dividend

In March 2020, the board decided to suspend the FY19 final dividend as uncertainty increased regarding the scale and potential impact of COVID-19 on the global economy and hence on the Group. Subsequently this FY19 final dividend totalling $190m was cancelled in order to conserve cash, of which approximately $143.0m was used to reduce gross debt as part of the refinancing in May 2020.

The Group successfully refinanced our $1.4bn term loan facility in May 2020, meaning the Group's next term loan maturity date is June 2024.

Given the heightened macro-economic uncertainty, we continue to believe it is right to approach the current financial period with a reduced risk appetite and heightened sense of caution. Consequently, the Group will not be paying an interim dividend.

This is not a decision the board has taken lightly and we appreciate the patience of our shareholders as we work through these unprecedented times. 

It is the board's intention to propose a final dividend in relation to the current financial year to the extent it is prudent to do so within the context of our business performance and the macro economic environment.

Group Outlook

Micro Focus delivers mission-critical enterprise software, across multiple geographies and serving every vertical sector. The majority of our revenues are contractual and recurring in nature and the resilience this affords can be seen in the company's ability to generate cash and manage costs as required. The Company's balance sheet is strong, and the recent successful refinancing of the Company's debt, despite current market conditions, underlines the attractiveness of Micro Focus' financial model. The board and management team are committed to delivering the initiatives announced earlier this year. We are confident this work will improve and simplify operations, strengthen product portfolios, sharpen our ability to address the needs of our customers and deliver attractive and sustainable shareholder returns over the long term.

Despite the resilience of Micro Focus' customer proposition and financial model, the ultimate impact on the global economy of the COVID-19 pandemic remains unclear, as does the timing and extent to which that impact flows through into customer spending plans on enterprise software. Our current assumption is macro-economic conditions are unlikely to improve in the second half of the financial year. As a minimum, we continue to believe it appropriate to be prepared for further disruption to our new sales activity and timing pressure on renewals.

The Group's diversified and recurring revenue base and our highly cash generative business model represent solid foundations from which to execute any additional actions required in the event the pandemic has a prolonged impact on trading performance.

Stephen Murdoch

Chief Executive Officer

6 July 2020
 

Financial Review

The Group uses certain measures to assess the financial performance of its business. These measures are termed "Alternative Performance Measures" because they exclude amounts that are included in, or include amounts that are excluded from, the most directly comparable measure calculated and presented in accordance with IFRS, or are calculated using financial measures that are not calculated in accordance with IFRS.

The Group uses such measures to assess operating performance and liquidity in presentations to the board and as a basis for strategic planning and forecasting, as well as monitoring certain aspects of its operating cash flow and liquidity. The Group believes that these and similar measures are used widely by certain investors, securities analysts and other interested parties as supplemental measures of performance and liquidity.

The Alternative Performance Measures may not be comparable to other similarly titled measures used by other companies and have limitations as analytical tools and should not be considered in isolation or as a substitute for, or superior to, the equivalent measures calculated and presented in accordance with IFRS.

An explanation of the relevance of each of the Alternative Performance Measures, a reconciliation of the Alternative Performance Measures to the most directly comparable measures calculated and presented in accordance with IFRS and a discussion of their limitations is set out below. All results discussed in this section are from continuing operations, unless otherwise stated.

IFRS 16 "Leases" was adopted by the Group on 1 November 2019 with the cumulative retrospective impact reflected as an adjustment to equity on the date of adoption and therefore the comparative information has not been restated and continues to be reported under IAS 17 and IFRIC 4, except where otherwise highlighted to better enable a period-on-period comparison. See note 3 for further details.

Revenue

The Group generated revenue of $1,454.2m in the six months ended 30 April 2020, which represents a decline of 12.2% on the results for the six months ended 30 April 2019. The rate of decline includes a 0.9% decrease due to the strengthening of the dollar against most major currencies.

In order to fully understand the underlying trading performance of the continuing operations, the directors feel revenue is better considered on a constant currency basis ("CCY") between the six months ended 30 April 2020 and the six months ended 30 April 2019. Excluding the impact of foreign exchange, revenue declined by 11.3%. Revenue performance presented on a CCY basis can be found below.

 *The trends discussed in this section are presented after the impact of the deferred revenue haircut (see Alternative Performance Measures).

In February 2020, the Group set out the findings of the Strategic and Operational review, which informed the Company's plan to stabilise revenues by FY23. This plan included a transformation of our Go-to-Market function and a transition of elements of the portfolio to a SaaS or subscription offering, both of which would have an adverse impact on revenue in the current financial year. As a result, the Group anticipated a decline in revenues of between minus 6 to minus 8 percent for the 12 months ending 31 October 2020. Our expectations for the six months ended 30 April 2020 at the time, were for performance to be broadly consistent with the decline of 9.3% witnessed in the second half of FY19 as those transformational activities are undertaken.

This guidance was issued before the severity of COVID-19 became apparent which has caused further disruption to new sales activity in the six months ended 30 April 2020. Specifically, the Group identified a slowdown in customer buying behaviour in April 2020 resulting in the deferral of some projects involving new licence and services revenues as well as delays to some maintenance renewals. The estimated impact of this was at least 2% on revenues in the period.

Revenue performance in the six months ended 30 April 2020 by stream:

Licence Revenue 

Licence revenue declined by 21.3% in the six months ended 30 April 2020 on a CCY basis. Licence revenue is generated through new customer projects and as such, is the revenue stream impacted most by the Go-to-Market transformation activities undertaken in the period compounded by COVID-19, as customers seek to delay investment decisions until the full impact is better understood.

Within this revenue stream, the Group had contract delays as a result of COVID-19, which on a combined basis totalled approximately $20.0m (approximately 6 percentage points of the decline). The remainder of the decline (approximately 15 percentage points) was broadly anticipated and driven in part by the structural changes the Group has made to the sales force in the current financial period. At a product Group level, the changes made to the Go-to-Market function were not product specific and were pervasive across the product groups.

Maintenance Revenue

Maintenance revenue declined by 7.4% in the six months ended 30 April 2020 on a CCY basis with the vast majority of the decline arising within our ITOM and ADM product groups which declined by 16.3% and 9.3% respectively. Maintenance revenue within the other segments was broadly flat year-on-year.

The performance in ITOM and ADM was disappointing and compounded the year-on-year impact of certain one-offs which were factored into the guidance issued by the Group in February 2020. The timing of these one offs and the consequential impact on revenue phasing, means that the maintenance decline is not indicative of the underlying trend within these product groups, however looking beyond these one off factors underlying performance needs to improve. Initial corrective actions have been identified and are in execution with more comprehensive assessments of any additional, substantive actions required being undertaken in parallel.

In April 2020, a small number of customers delayed decisions in respect of maintenance renewals. The Group believes these to be delays rather than cancellations and in the majority of cases we expect the customer to renew in the second half of FY20. There were also examples of smaller or partial renewals which are being investigated to ensure mitigation actions are in place to minimise the impact of this going forward. Renewal rates continue to vary at a product level and we see opportunity for improvement in all portfolios. The Group has a comprehensive plan to stabilise the rate of the maintenance decline and this work is a focus of the transformation of our Go-to-Market function. In addition, actions have already been taken to realign resources and improve focus on improving performance across all portfolios but specifically within ITOM and ADM.

The longer term impact of COVID-19 on the investment decisions of our customer base remains largely unknown. However, our software supports mission critical applications and infrastructure which our customers rely on to run their businesses.

SaaS and other recurring revenue

SaaS and other recurring revenue decreased by 12.4% in the six months ended 30 April 2020 on a CCY basis.

In the six months ended 30 April 2020, we have continued to rationalise unprofitable SaaS operations and practices and refocused resources and investments. This has led to a revenue decline in all product segments and geographies as we re-position offerings and deliver product enhancements.

Longer term we intend to transition certain parts of our portfolios to subscription or SaaS revenue models. This transition will be a multi-period transition with FY20 predominately focussing on developing the capabilities within the Security and Big Data product areas. 

Consulting Revenue

Consulting revenue declined by 14.8% in the six months ended 30 April 2020 on a CCY basis. In the period, the consulting revenue stream was adversely impacted by COVID-19 with delays in certain customer projects where physical access to customer sites is required, in addition to planned reductions.

These reductions arise from the Group's continued actions to re-position consulting contracts to support the sale of new licenses and retention of the installed base. This work is broadly complete and the Group anticipates this revenue stream to stabilise in future accounting periods subject to the current impact of COVID-19.

Adjusted EBITDA (after adopting IFRS 16)

The Group generated an Adjusted EBITDA of $552.2m, at an Adjusted EBITDA margin of 38.0% in the six months ended 30 April 2020 (six months ended 30 April 2019: $653.2m, 39.9% on a CCY basis). This includes a year-on-year benefit of approximately $34.7m as a result of IFRS 16.

The Group has been able to mitigate the COVID-19 revenue impact on Adjusted EBITDA primarily due to the close management of variable and discretionary costs in addition to a reduction in certain costs as a direct result of COVID-19.  

The company has reacted quickly to ensure a balanced approach to mitigating the immediate risks whilst continuing to make progress on the actions taken as a result of the Strategic and Operational Review. As such, the investments outlined as part of that review are broadly continuing as planned. Outside of these investments, mitigating actions including a hiring freeze in all but exceptional circumstances, as well as reductions in all discretionary spending, are now in place. The Group is prepared to implement further actions in reducing costs, in the event the pandemic has a prolonged impact on trading performance.

Currency impact

During the six months to 30 April 2020, 59.9% of our revenues were contracted in US Dollars, 19.1% in Euros, 5.1% in Sterling, 3.3% in Canadian Dollars and 12.6% in other currencies. In comparison, 44.3% of our costs were US Dollar denominated, 14.4% in Euros, 13.1% in Sterling, 5.7% in Indian rupee and 22.5% in other currencies.  

The weighting of revenue and costs means that if the USD to EUR, CAD, JPY or AUD exchange rates move during the period, the revenue impact is greater than the costs impact, whilst if USD to GBP or INR rates move during the period the cost impact exceeds the revenue impact. Consequently, actual USD Adjusted EBITDA can be impacted by significant movements in USD to EUR, AUD, CAD, JPY, GBP and INR exchange rates.

The currency movement for the US Dollar against Euro, GBP, CAD, AUD and INR was a strengthening of 2.9%, 1.1%, 0.9%, 7.3% and 2.8% respectively; and a weakening against JPY of 2.3% when looking at the average exchange rates in the six months to 30 April 2020 compared to those in the six months to 30 April 2019.

In order to provide CCY comparatives, the Group has restated the revenue and Adjusted EBITDA for the six months ended 30 April 2019 at the same average exchange rates as those used in the reported results for the six months ended 30 April 2020. In the six months ended 30 April 2019, the currency impact has reduced the 2019 comparable revenue and costs by 1.1% and 0.9% respectively. The net impact for the Group results using CCY was a decrease of the 2019 comparable revenue of $18.5m and a decrease of $9.1m Adjusted EBITDA.

Operating (loss)/profit to Adjusted EBITDA

The Operating loss for the six months ended 30 April 2020 was $906.7m, after a goodwill impairment charge of $922.2m, compared to an Operating profit of $32.6m in the six months ended 30 April 2019.

The Operating (loss)/profit includes the impact of certain items that management believes do not directly reflect our underlying performance. These include exceptional items, share based compensation, amortisation of purchased intangibles and depreciation of property, plant and equipment.  

The key driver for the operating loss in the period reflects the impairment of goodwill of $922.2m recorded in the period which is discussed in more detail below.

A reconciliation between Operating (loss)/profit and Adjusted EBITDA is shown below:

Exceptional items (included within Operating (loss)/profit)

*Exceptional costs exclude the loss from discontinued operation relating to the disposal of SUSE of $2.7m (six months ended 30 April 2019: profit $1,446.9m), which is separately included in the (loss)/profit from discontinued operations.

In the six months ended 30 April 2020, exceptional costs reported in the Operating (loss)/profit increased from $161.4m to $1,048.4m. The costs incurred in the period primarily include:

·      System and IT infrastructure costs of $71.5m, which principally reflect the IT design, build and migration onto a single IT platform;

·      Integration costs of $31.4m across a wide range of projects undertaken to conform, simplify and increase efficiency across the business;

·      Severance costs of $21.7m in relation to ongoing headcount reductions as the Group continues to remove duplication and simplify the continuing operations as a result of the acquisition of HPE Software; and

·      Property costs of $1.6m as the Group continues the process of simplifying the real estate footprint.

·      A goodwill impairment charge of $922.2m was made in the period (note 11). This impairment charge is attributable to the increased economic uncertainty as a result of COVID-19, which has led to increased discount rates and expected disruption to new sales activity and timing pressure on renewals.

As set out within the Chief Executive Officer's statement, the IT System development has been re-phased such that the legacy Micro Focus business is expected to transition to the new IT environment from November 2020 and the Legacy HPE Software business following in early 2021. The COVID-19 pandemic has meant that the delivery of a Single IT platform on a global scale has been delayed in part by restrictions caused by the virus, particularly due to operational and travel restrictions in relation to our integration partners and our staff working on the project.

Further information on exceptional costs can be found in note 7 to the Condensed Consolidated Interim Financial Statements.

Net finance costs

Net finance costs were $129.3m in the six months ended 30 April 2020, compared to $132.2m in the six months ended 30 April 2019.

In May 2020, the Group launched the refinancing of its $1,414.7m Term Loan B-2 due in November 2021. As part of this refinancing, the Group raised $650m and €600m in new five-year Term Loan B financing. In addition, the Group repaid approximately $143.0m of the existing Term Loan B-2 using existing liquidity. As a result of this refinancing, the cash cost of interest will increase by approximately $25m per annum.

This debt raising was subject to substantial demand, demonstrating the strength of the Group's highly cash generative operating model. The success of the refinancing was particularly notable in light of the volatility seen in the wider markets as a result of COVID-19.  Following the completion of the Transaction, the Group has extended the average maturity of Micro Focus's debt capital structure from 3.2 years to 4.2 years. The Group is now fully financed with the new Term Loan due for maturity in June 2024.

Taxation

Tax for the six months ended 30 April 2020 was a credit of $6.7m (2019: credit of $21.3m) on continuing operations. The tax charge on Adjusted Profit before tax for the six months ended 30 April 2020 was $77.0m (2019: $95.5m), which represents an effective tax rate ("ETR") on Adjusted Profit before Tax ("Adjusted ETR") of 24.0% (2019: 20.5%). Given the uncertainty in respect of COVID-19 it would not be appropriate to provide Adjusted ETR guidance for the current financial period. The Group's forecast Adjusted ETR in the medium term remains at 25%, subject to uncertainties regarding the longer term impacts of COVID-19, including any potential changes to relevant tax legislation.

In April 2019 the European Commission published its final decision on its state aid investigation into the UK's Financing Company Partial Exemption legislation and concluded that part of the legislation is in breach of EU State Aid rules. Similar to other UK based international groups that have acted in accordance with the UK legislation in force at the time, the Group may be affected by the finding and is monitoring developments, including ongoing appeals. The Group has calculated the maximum potential liability to be $60.3m, however based on its current assessment the Group believes that no provision is required in respect of this issue.

Earnings per share

The Group's earnings per share ("EPS") on a basic, diluted and adjusted basis are as follows:

 Full details are set out in the "Alternative performance measures" section of these interim financial statements.

Cash Generation

The following section sets out the cash generation for the Group, the comparative period includes the SUSE business up to the point at which the operations were sold on 28 February 2019.

The Group's Adjusted cash conversion ratio, defined as cash generated from operations divided by Adjusted EBITDA less exceptional items (reported in Operating (loss)/profit and excluding any goodwill impairment charge, as this is deemed non-cash related), for the six months ended 30 April 2020 was 131.5% compared to 115.1% in the comparable period. This cash conversion in the half was at the upper end of our expectations driven by strong working capital management which is pleasing given the backdrop of COVID-19.

The cash flow for the Group for the six months ending 30 April 2020 was:

¹ Lease related interest and capital payments are now included as a financing cash flow following the adoption of IFRS 16 (note 3).

The Group generated a free cash flow of $304.9m. The year-on-year comparison of free cash flow has been impacted by the disposal of SUSE in the previous accounting period and the adoption of IFRS 16. The six months ended 30 April 2019 included net cash flows from operating activities for discontinued operation (i.e. SUSE), which generated an Adjusted EBITDA of $40.0m compared to $nil in the current period.

The impact of IFRS 16 is such that the presentation of individual line items; notably Adjusted EBITDA, Interest payments and lease related interest and capital payments are not comparable year-on-year. In the table above, the presentation of free cash flow in the six months ended 30 April 2019 has been revised to include lease related interest and capital payments. This means total free cash flow is not impacted year-on-year by changes to IFRS 16 and is therefore comparable.

The Group had a working capital inflow of $99.0m in the six months ended 30 April 2020. This inflow was due to a combination of the natural seasonality of cash collections within the business in which the Group typically collects the peak quarter four billings in the first half of the following financial year combined with a focus on working capital. The Group continues to target a cash conversion of between 95-100% over the medium-term.

Net Debt

* Adjusted Net debt of $3,807.5m for the six months ended 30 April 2019, excludes the $1,800.0m which was paid to shareholders in May 2019 in relation to the Return of Value.

Post-IFRS 16, the Group's net debt was $4,312.0m which equates to an Adjusted Net Debt to Adjusted EBITDA ratio of 3.36 times. On 1 November 2019, the Group adopted IFRS 16 which, for the purposes of leverage has the impact of increasing net debt and Adjusted EBITDA. The above analysis presents Net debt and leverage pre-IFRS (i.e. like-for-like with prior year) and post-IFRS which is the basis the business will adopt going forward.

Net Debt (pre-IFRS 16) was $4,068.4m as at 30 April 2020, compared to $3,807.5m as at 30 April 2019. The increase in net debt between the periods was driven by the payment of one off tax liabilities in relation to the SUSE disposal in the second half of FY19 totalling approximately $260.0m. Excluding these payments, the Group's cash generation would have resulted in a reduction in Adjusted Net Debt in the last twelve months.

The board continues to target a modest level of gearing for a company with the cash generating qualities of Micro Focus with a medium-term target net debt to Adjusted EBITDA multiple of 2.7 times. The Group is confident that this level of debt will not reduce our ability to deliver our strategy, invest in products and/or make appropriate acquisitions. The level of interest payments on the term loans remain at a manageable level relative to the scale of the Group. 

The movements on the Group loans, before unamortised facility costs, in the six months to 30 April 2020 were as follows:

As noted above, on 29 May 2020, the Group refinanced the Term Loan B-2 with two new loan tranches, each with a five year maturity, alongside a $143.0m voluntary repayment.

In addition to the term loans and cash reserves, the Group has access to a $500m revolving credit facility, of which $175.0m has been drawn as a precautionary measure following the COVID-19 outbreak.

Consolidated statement of financial position

The Group's Consolidated statement of financial position is presented later in this document. A summarised version is presented below:

The net assets of the Group have decreased by $1,272.0m from $6,276.3m to $5,004.3m from 31 October 2019.

In the period, the key movements were as follows:

·       Non-current assets decreased by $1,246.1m to $11,600.6m primarily due to a goodwill impairment charge of $922.2m, a revaluation loss of $150.0m on goodwill, a $356.2m decrease in other intangible assets (including primarily $340.4m of amortisation, $50.4m of exchange rate changes, offset by $36.5m of additions) and an increase of $220.6m for right-of-use assets related to the adoption of IFRS 16.

·       Current assets increased by $171.2m to $1,619.3m primarily due to a $452.4m increase in cash and cash equivalents offset by a $288.0m decrease in trade and other receivables.

·       Current liabilities increased by $144.1m to $1,946.1m, primarily due to the drawdown of $175.0m revolving credit facility, a $70.4m increase in lease obligations including the impact of IFRS 16, offset by a decrease in trade and other payables of $109.4m.

·       Non-current liabilities increased by $53.0m to $6,269.5m, primarily due to an increase of $170.8m in lease obligations related to the adoption of IFRS 16, a $58.2m increase in the derivative liability, offset by a $108.7m decrease in deferred tax liabilities, a $25.7m decrease in provisions and a $27.4m decrease in contract liabilities.

·       Total equity attributable to the owners of the parent decreased by $1,272.0m from $6,276.3m to $5,004.3m in the six months to 30 April 2020. The adoption of IFRS 16 decreased opening equity by $11.3m. Of the remaining $1,260.7m decrease this was primarily driven by the loss in the period of $1,032.0m, other comprehensive income movements of $239.1m (including $195.8m foreign exchange reserve movements and $47.1m of hedging reserve movements), offset by $12.6m of share option movements.

Group Risk Factors

In common with all businesses, the Group could be affected by risks and uncertainties that may have a material adverse effect on its business operations and achieving its strategic objectives including its business model, future performance, solvency, liquidity and/or reputation.

The six months ended 30 April 2020 saw enormous changes, as COVID-19 developed from a localised outbreak in China in early January into a burgeoning global pandemic by late February. COVID-19 presents fast moving, and in some areas unpredictable, direct and indirect risks to the Group's business. The board continues to closely monitor how matters develop and is taking prudent steps to mitigate any potential impacts to the health and safety of employees, customers, partners, suppliers and other stakeholders, and to the successful operation of the business. A complete review of the Group Risk Register was undertaken for COVID-19 impacts across the Group, including the impacts on existing risks, and developments continue to be monitored on a cross-functional basis. The Group is following the guidance of the World Health Organization and other governmental health agencies, including with respect to travel restrictions. The Group remains prepared to implement appropriate mitigation strategies to minimise any potential business disruption and will continue to carry out a regular and robust assessment and management of the Group's risks. Given the uncertainty still surrounding the ultimate impact of COVID-19 over the global economy, we, along with other publicly listed companies, withdrew formal revenue guidance for the current financial year, as it is not possible to provide reliable forward guidance in the current environment.

Accepting that risk is an inherent part of doing business, the board is mindful of the interdependencies of some risks. Where possible, the Group seeks to mitigate risks through its Risk Management Framework, internal controls and insurance, but this can only provide reasonable assurance and not absolute assurance against material losses. In particular, insurance policies may not fully cover all of the consequences of any event, including damage to persons or property, business interruptions, failure of counterparties to conform to the terms of an agreement or other liabilities.

The underlying principal risks and uncertainties facing the Group have not changed, from those set out in the Annual Report and Accounts for the 12 months ended 31 October 2019 (pages 57 to 63), with the exception of the broadening of the "Macro-economic environment and Brexit" risk to now include the impact of a pandemic. The principle risks and uncertainties are:

·              Products;

·              Go-to-Market models;

·              Competition;

·              Employees and culture;

·              Business strategy and change management;

·              IT systems and information;

·              Legal and regulatory compliance;

·              Intellectual property;

·              Treasury;

·              Tax;

·              Macro-economic environment, impact of a pandemic and Brexit;

·              Cyber security; and

·              Internal Controls over Financial Reporting.

These risks could cause future results to differ materially from historic results. Although the Group still considers these to be the most relevant risks and uncertainties, the Board's view is that, because of COVID-19, the overall risk trend is increasing. COVID-19 has significantly disrupted both global and local economies and resulted in measures being taken by the respective governments to mitigate the most severe impacts of the outbreak in their jurisdictions. In common with many businesses, the outbreak has resulted in a heightened operating risk environment for the Group, and so has impacts, both direct and indirect, across the Group's principal risks and uncertainties to varying degrees. In particular, the following principal risks and uncertainties are trending upwards; 'Employees and culture', 'Go-to-Market models', 'Macro-economic environment, impact of pandemic and Brexit', 'Business Strategy and Change management' and 'Cyber security'. The ongoing impact of COVID-19 is a significant risk facing the Group at least for the remainder of the current financial year. COVID-19 is presenting the Group with a range of challenges relating to remote working, attendance on client sites and global travel. Similar to most companies, the Group's employees have been directly impacted by the lockdown restrictions put in place globally. This has led to more than 90% of the Group's workforce working from home and the resultant challenges of securely managing and utilising data remotely.

In addition, the Group identified a slowdown in customer buying behaviour in April 2020 leading to a deferral of projects involving new licence and services revenues as well as delays to some maintenance renewals. The impact of this is estimated to be at least 2% on revenues in the period. While the ultimate impact on the global economy is unknown, as is the timing and extent to which that impact flows through into customer spending plans on enterprise software, at a minimum the Group believes it appropriate to be prepared for a level of disruption to its new sales activity and timing pressure on renewals

In response to the threats and to minimise the disruption and to maintain continuity of operations, the Group has established a cross functional COVID-19 Steering Committee, sponsored by the CEO, reporting directly to the board. The COVID-19 Steering Committee directs a global COVID-19 business continuity framework across the Group, including a network of regional response teams and an IT COVID-19 incident management group. The Group also maintains a cross functional COVID-19 resource centre, supporting employees and business activities in adapting to the changes.

The impact of the COVID-19 pandemic is also referenced in the Chief Executive Officer's statement and notes 2 and 11 to these unaudited Condensed Consolidated Interim Financial Statements.

Brian McArthur-Muscroft

Chief Financial Officer

6 July 2020