Interim Results For the Six Months Ended 31 October 2016
Kevin Loosemore, Mike Phillips, Stephen Murdoch, Nils Brauckmann
14th December 2016
Interim Results For the Six Months Ended 31 October 2016 Kevin - - PowerPoint PPT Presentation
Interim Results For the Six Months Ended 31 October 2016 Kevin Loosemore, Mike Phillips, Stephen Murdoch, Nils Brauckmann 14th December 2016 Safe Harbour Statement The following presentation is being made only to, and is only directed at,
Kevin Loosemore, Mike Phillips, Stephen Murdoch, Nils Brauckmann
14th December 2016
persons”). Any person who is not a relevant person should not act or rely on this presentation or any of its contents. Information in the following presentation relating to the price at which relevant investments have been bought or sold in the past or the yield on such investments cannot be relied upon as a guide to the future performance of such investments.
which this presentation is released, published or distributed should inform themselves about, and observe, such restrictions.
this presentation, including, without limitation, those regarding the Company’s financial condition, business strategy, plans and objectives, are forward- looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “anticipates”, “expects”, “intends”, “may”, “will”, or “should” or, in each case, their negative or other variations or comparable terminology. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. Such risks, uncertainties and other factors include, among others: the level of expenditure committed to development and deployment applications by organisations; the level of deployment-related turnover expected by the Company; the degree to which organisations adopt web-enabled services; the rate at which large organisations migrate applications from the mainframe environment; the continued use and necessity of the mainframe for business critical applications; the degree of competition faced by the Company; growth in the information technology services market; general economic and business conditions, particularly in the United States; changes in technology and competition; and the Company’s ability to attract and retain qualified personnel. These forward-looking statements speak only as at the date of this
any forward-looking statement, whether as a result of new information, future events, or otherwise.
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Stephen Murdoch
CEO
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Micro Focus Product Portfolio
Six months ended 31 October 2016 As reported $m Six months ended 31 October 2015 Pro-forma CCY $m (Decline)/Growth % Segment revenue 537.3 557.3 (3.6%) Directly managed costs (277.3) (311.0) Allocation of centrally managed costs 12.7 13.0 Adjusted operating costs (264.6) (298.0) (11.2%) Adjusted operating profit 272.7 259.3 5.2% Depreciation of property, plant & equipment 4.7 5.1 Amortization of software intangibles 0.5 0.9 Adjusted EBITDA 277.9 265.3 4.7% Foreign exchange credit (8.0) 0.1 Net capitalization of development costs (2.9) (6.4) Underlying Adjusted EBITDA 267.0 259.0 3.1% Underlying Adjusted EBITDA margin 49.7% 46.5% 6.9%
Six months ended 31 October 2016 As reported Six months ended 31 October 2015 Pro-forma CCY (Decline)/Growth
$m $m %
CDMS Licence 52.4 40.2 30.3% Maintenance 75.3 72.4 4.0% Consultancy 5.5 4.1 34.1% 133.2 116.7 14.1% Host Connectivity Licence 38.9 48.1 (19.1%) Maintenance 52.6 54.1 (2.8%) Consultancy 0.9 1.2 (25.0%) 92.4 103.4 (10.6%) Identity, Access & Security Licence 19.8 20.1 (1.5%) Maintenance 70.3 69.6 1.0% Consultancy 10.2 11.7 (12.8%) 100.3 101.4 (1.1%) Development & IT Operations Management Tools Licence 24.6 25.9 (5.0%) Maintenance 109.4 120.1 (8.9%) Consultancy 7.3 8.2 (11.0%) 141.3 154.2 (8.4%) Collaboration & Networking Licence 11.2 12.3 (8.9%) Maintenance 56.6 66.4 (14.8%) Consultancy 2.3 2.9 (20.7%) 70.1 81.6 (14.1%) Micro Focus Product Portfolio Licence 146.9 146.6 0.2% Maintenance 364.2 382.6 (4.8%) Consultancy 26.2 28.1 (6.8%) 537.3 557.3 (3.6%)
Micro Focus Product Portfolio Pro-forma Revenue at CCY
1 Unaudited
9 Micro Focus Product Portfolio Six months ended 31 October 2016 As reported $m Six months ended 31 October 2015 Pro-forma CCY $m (Decline)/Growth % North America 299.8 309.7 (3.2%) Licence 80.0 80.2 (0.2%) Maintenance 205.8 216.7 (5.0%) Consultancy 14.0 12.8 9.4% International 187.7 197.7 (5.1%) Licence 47.3 49.4 (4.3%) Maintenance 129.5 135.8 (4.6%) Consultancy 10.9 12.5 (12.8%) Asia Pacific & Japan 49.8 49.9 (0.2%) Licence 19.6 17.0 15.3% Maintenance 28.9 30.1 (4.0%) Consultancy 1.3 2.8 (53.6%) Total 537.3 557.3 (3.6%) Licence 146.9 146.6 0.2% Maintenance 364.2 382.6 (4.8%) Consultancy 26.2 28.1 (6.8%)
Enablers: Clarity of direction & purpose underpinned by great people LFR: EXECUTION: granular approach via 4 BOX model MFR: STABILIZATION: improve trends through incremental improvements across the board CFR: CONSISTENCY: underpin delivery of customer value Efficiency & Enablement Identify & Close Integrate & Leverage Remove Complexity Re-shape Deliver FY17 Financial Plan Organizational Model Systems & Application Model Simplified Platform for Growth Go-to-Market Acquisitions
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Simplify processes, improve underlying data quality, analytics and reporting Deliver Great Products Execute portfolio model to deliver “customer driven innovation” strategy
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470 470 4,177 4,177 1,000 2,000 3,000 4,000 5,000 6,000 Total SUSE Micro Focus
Average Employees for FY14
776 776
4012 400 77 3535
1,000 2,000 3,000 4,000 5,000 6,000 Total SUSE Serena GWAVA Micro Focus
31 October 2016
147 locations in November 2014 97 locations in November 2016 ~ 120 Product Lines
~ 120 Product Lines
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Nils Brauckmann
CEO
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The SUSE growth charter: “Sustainable, Profitable Revenue Growth Above Market Rate”
All relevant KPIs showed growth
Open source business with market leading profitability
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North America, International and Asia Pacific & Japan had successful 6 months with revenue growing at 17.9%, 29.2% and 20.7% respectively.
Regional Revenue Performance
Six months ended 31 October 2016 As reported Actual Six months ended 31 October 2015 CCY Six months ended 31 October 2016 CCY Growth $m $m % North America 59.9 50.8 17.9% International 70.0 54.2 29.2% Asia Pacific & Japan 17.5 14.5 20.7% Total 147.4 119.5 23.3%
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growing by 5.5%. Delayed renewal transactions, including substantial new contract elements, now forecasted to close in Q3FY17.
and ACV growing by 21.8%.
growing by 33.6%. Leveraging global agreements in place with key independent hardware vendors and cloud service providers is attributable to some of the growth. Investment in SUSE dedicated and aligned field sales teams in APJ region creates opportunity.
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a fulfillment agent, is primary reason for the Direct route showing a decline.
ACV contribution by route to market
Six months ended 31 October 2016 As reported Actual Six months ended 31 October 2015 CCY Six months ended 31 October 2016 CCY (Decline)/Growth $m $m % Direct 5.6 7.6 (26.3)% Indirect 43.5 39.0 11.5% Global Service Partners 36.8 27.7 32.9% OEM (Embedded Systems) 2.9 2.0 45.0% Total 88.8 76.3 16.4%
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“Sustainable, Profitable Revenue Growth Above Market Rate”
Mike Phillips
CFO
Six months ended 31 October 2016 $m Six months ended 31 October 2015 $m Change Year ended 30 April 2016 $m Total Revenue at Constant Currency 684.7 599.6 14.2% 1,241.1
146.9 134.4 9.3% 304.8
364.2 324.4 12.3% 642.6
144.9 117.1 23.7% 246.8
28.7 23.7 21.1% 46.9 Total Reported Revenue 684.7 604.5 13.3% 1,245.0 NON GAAP MEASURES Adjusted EBITDA Constant Currency 332.5 271.7 22.4% 550.0 Reported 332.5 270.6 22.9% 546.8 Underlying Adjusted EBITDA Constant Currency 320.3 265.0 20.9% 535.7 Reported 320.3 263.8 21.4% 532.5 STATUTORY MEASURES Pre-tax profit Constant Currency 113.2 101.0 12.1% 201.0 Reported 113.2 98.8 14.5% 195.4 Net debt 1,612.6 1,454.3 10.9% 1,078.0 Earnings per share (cents) Cents Cents Cents Diluted 38.12 38.58 (1.2)% 71.61 Adjusted diluted 89.20 74.01 20.5% 146.70 Dividend per share (cents) 29.73 16.94 75.5% 66.68
On a pro-forma CCY basis to provide a better comparison of performance
Growth in Adjusted diluted earnings per share of 20.5% to 89.20 cents (2015: 74.01 cents) Completion of the acquisition of Serena Software Inc. (“Serena”) took place on 2 May 2016
£158.2m ($225.7m) gross and £156.1m ($222.7m) net
$40.0m to Adjusted EBITDA. There is no difference in results between 1 May and 2 May 2016
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Improved cash generation in the period
less exceptional costs. Full Year target remains 90% to 95% with weighting to Half 2 due to seasonal working capital factors
the Serena acquisition completed on 2 May 2016 net-debt increased to $1,625.0m
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26 20% 30% 40% 50% 60% 70% 80% 90% 100% 110% 120% 130% (150) (100) (50) 50 100 150 200 250 300 350 6m-Oct 14 6m-Apr 15 6m-Oct 15 6m-Apr 16 6m-Oct 16
$m
Provisions Movement (non Cash) Changes in Working Capital (including cash movements on Provisions) Net cash generated from operating activities before changes in working capital and provisions Cash Conversion %
27 32 34 36 38 40 42 44 46 48 50 52 54 56 58 60 (160) (140) (120) (100) (80) (60) (40) (20) 20 40 60 80 100 120 6m-Oct 14 6m-Apr 15 6m-Oct 15 6m-Apr 16 6m-Oct 16 Days Sales Outstanding Trade Debtors Deferred Income Provision (cash element) Creditors TAG Acq Costs Others DSO
$28.5m
Net Change in Working Capital $m
$(19.5)m $(17.0)m $(106.4)m $(110.8)m
Six months ended 31 October 2016 $’000 Six months ended 31 October 2015 $’000 Year ended 30 April 2016 $’000 Cash flows from operating activities Profit after tax 90,617 87,538 162,972 Adjustments for: Net interest 48,953 50,439 97,348 Taxation 22,589 11,297 32,424 Share of results of associates 1,127 1,129 2,190 Operating profit 163,286 150,403 294,934 Research and development tax credits (936) (936) (2,041) Depreciation 5,712 5,770 11,419 Loss on disposal of property, plant and equipment 484 7 109 Amortization of intangibles 119,085 100,644 203,313 Share-based compensation 15,521 11,856 28,793 Exchange movements (9,270) 719 (2,915) Provisions 18,788 2,237 12,985 Changes in working capital: Inventories 30 44 28 Trade and other receivables 21,073 4,276 (49,175) Payables and other liabilities (50,118) (17,310) 30,923 Provision utilization (18,581) (25,114) (55,639) Deferred income (62,308) (69,879) (16,603) Pension funding in excess of charge to operating profit (856) (22) (18) Cash generated from operations 201,910 162,695 456,113
Six months ended 31 October 2016 $’000 Six months ended 31 October 2015 $’000 Year ended 30 April 2016 $’000 Cash generated from operations 201,910 162,695 456,113 Interest paid (42,879) (52,200) (91,807) Bank loan costs (5,864) (753) (1,805) Tax (paid)/received (18,183) (47,707) (79,282) Net cash generated from operating activities 134,984 62,035 283,219 Cash flows from investing activities Payments of intangible assets (17,571) (15,786) (34,488) Purchase of property, plant and equipment (6,454) (5,917) (10,281) Interest received 502 448 1,009 Payment for acquisition of subsidiaries (293,797) (9,960) (9,960) Repayment of bank borrowings on acquisitions (316,650)
68,173 106 106 Net cash used in investing activities (565,797) (31,109) (53,614) Cash flows from financing activities Proceeds from issue of ordinary share capital 467 475 968 Proceeds from share placement
Costs associated with share placement
Repayment of bank borrowings (126,375) (126,375) (157,750) Net proceeds from bank borrowings 115,000 20,000 245,000 Dividends paid to owners (111,023) (70,015) (105,159) Net cash (used in)/generated from financing activities (121,931) (175,915) 205,800 Effects of exchange rate changes 8,536 (4,769) (9,551) Net (decrease)/increase in cash and cash equivalents (544,208) (149,758) 425,854 Cash and cash equivalents at beginning of period/year 667,178 241,324 241,324 Cash and cash equivalents at end of period/year 122,970 91,566 667,178 Debt outstanding at end of period (1,735,529) (1,545,872) (1,745,209) Net debt at end of period (1,612,559) (1,454,306) (1,078,031)
Six months ended 31 October 2015 – Pro-forma CCY Micro Focus $m SUSE $m Total $m
Segment revenue 557.3 119.5 676.8 Directly managed costs (311.0) (64.3) (375.3) Allocation of centrally managed costs 13.0 (13.0)
(298.0) (77.3) (375.3) Adjusted operating profit 259.3 42.2 301.5 Depreciation of property, plant & equipment 5.1 0.8 5.9 Amortization of software intangibles 0.9
Adjusted EBITDA 265.3 43.0 308.3 Foreign exchange credit 0.1 (0.5) (0.4) Net capitalization of development costs (6.4)
Underling Adjusted EBITDA 259.0 42.5 301.5
Six months ended 31 October 2016 Micro Focus $m SUSE $m Total $m
Segment revenue 537.3 147.4 684.7 Directly managed costs (277.3) (81.2) (358.5) Allocation of centrally managed costs 12.7 (12.7)
(264.6) (93.9) (358.5) Adjusted operating profit 272.7 53.5 326.2 Depreciation of property, plant & equipment 4.7 1.0 5.7 Amortization of software intangibles 0.5 0.1 0.6 Adjusted EBITDA 277.9 54.6 332.5 Foreign exchange credit (8.0) (1.3) (9.3) Net capitalization of development costs (2.9)
Underling Adjusted EBITDA 267.0 53.3 320.3
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Reported Amortisation
intangibles Share Based Compensation Exceptional items Adjusted Operating Costs Pro-forma CCY Amortisation
intangibles Share Based Compensation Exceptional items Adjusted Operating Costs $m $m $m $m $m $m $m $m $m $m Cost of goods sold 74.3 (1.3) 73.0 77.1 (0.9) 76.2 Selling and distribution 218.5 (69.4) (2.0) 147.1 210.6 (53.3) (3.9) 153.4 Research and development 135.5 (37.0) (2.2) 96.3 130.9 (37.6) (0.7) 92.6 Administrative expenses 93.1 (15.5) (35.6) 42.0 71.4 (1.0) (12.8) (4.5) 53.1 Total operating costs 521.4 (106.4) (15.5) (41.1) 358.4 490.0 (91.9) (12.8) (10.0) 375.3 Revenue 684.7 684.7 676.8 676.8 Cost of goods sold 10.9% 10.7% 11.4% 11.3% Selling and distribution 31.9% 21.5% 31.1% 22.7% Research and development 19.8% 14.1% 19.3% 13.7% Administrative expenses 13.6% 6.1% 10.5% 7.8% Operating Profit/ Adjusted Operating Profit 163.3 326.3 186.8 301.5
Six months ended 31 October 2016 Pro-forma CCY - Six months ended 31 October 2015
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Average exchange rate movements from in H1 17 vs H2 16 and H1 17 vs H1 16: In H1 17 average exchange rate for EUR:USD is stronger by 1.5% compared with H2 16 and 0.1% stronger compared to H1 16. In H1 17 average exchange rate for GBP:USD is weaker by 7.9% compared with H2 16 and 13.3% weaker compared to H1 16. In H1 17 average exchange rate for JPY:USD is stronger by 11.9% compared with H2 16 and 17.0% stronger compared to H1 16.
H1 FY17 H1 FY16 (Pro-forma) FY16 (Pro-forma) Revenue Cost Revenue Cost Revenue Cost USD 62.9% 50.4% 63.2% 53.7% 62.8% 53.4% EUR 20.8% 19.2% 19.4% 17.8% 20.4% 18.4% GBP 4.7% 13.0% 5.0% 13.0% 5.0% 12.8% YEN 3.5% 1.8% 3.5% 1.5% 3.4% 1.6%
1.000000 1.055500 1.111000 1.166500 1.222000 1.277500 1.333000 1.388500 1.444000 H1 15 H2 15 H1 16 H2 16 H1 17
USD to EUR
1.3000 1.3673 1.4346 1.5019 1.5693 1.6366 1.7039 H1 15 H2 15 H1 16 H2 16 H1 17
USD to GBP
0.0080 0.0085 0.0090 0.0095 0.0100 H1 15 H2 15 H1 16 H2 16 H1 17
USD to JPY
33 Revenue $m Costs $m Underlying Adjusted EBITDA $m
Micro Focus Group – Year Ended 30 April 2016 1,245.0 712.5 532.5 Serena – Year Ended 31 January 2016 162.3 81.4 80.9 Micro Focus – Pro-forma at Actual Exchange Rates 1,407.3 793.9 613.4 Restated Pro-forma CCY at H1 2017 Exchange Rates 1,401.6 786.2 615.4 Currency Impact (0.4)% 1.0% 0.3%
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($m)
105.0 108.4 119.5 132.2 147.4 588.6 631.4 557.3 592.6 537.3
0.0 100.0 200.0 300.0 400.0 500.0 600.0 700.0 800.0 H1 15 H2 15 H1 16 H2 16 H1 17 SUSE Micro Focus
1 Unaudited
Six months ended 31 October 2016 As reported Actual Six months ended 31 October 2015 Pro-forma CCY Growth/ (Decline) Year ended 30 April 2016 Pro-forma CCY $m $m % $m Micro Focus Product Portfolio Licence 146.9 146.6 0.2% 335.0 Maintenance 364.2 382.6 (4.8%) 759.6 Consultancy 26.2 28.1 (6.8%) 55.3 537.3 557.3 (3.6%) 1,149.9 SUSE Product Portfolio Licence
144.9 117.1 23.7% 246.8 Consultancy 2.5 2.4 4.2% 4.9 147.4 119.5 23.3% 251.7 Total Revenue Licence 146.9 146.6 0.2% 335.0 Maintenance 364.2 382.6 (4.8%) 759.6 Subscription 144.9 117.1 23.7% 246.8 Consultancy 28.7 30.5 (5.9%) 60.2 Revenue 684.7 676.8 1.2% 1,401.6
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Six months ended 31 October 2016 (unaudited) Six months ended 31 October 2015 (unaudited) Year ended 30 April 2016 (audited) Reported within Operating profit: $’000 $’000 $’000 Integration costs 13,432 8,394 23,634 Acquisition costs 1,468 531 531 Pre-acquisition costs 19,669
Property costs 2,521 1,073 5,964 Severance and legal costs 3,958 653 (4,845) Royalty provision release
41,048 10,651 27,853
Current estimate of up to $80m of exceptional costs will be incurred before 30 April 2017 and a further $60m in the period up to the completion of the HPE Software transaction. Post completion exceptional costs have not yet been quantified.
31 October 2016 $m 31 October 2015 $m 30 April 2016 $m Non-current assets 4,301.7 3,785.0 3,681.3 Inventories 0.1 0.1 0.1 Trade and other receivables 277.9 215.2 268.2 Current tax receivables 3.4
Cash and cash equivalents 123.0 91.6 667.2 Assets classified as held for sale 0.9 0.9 0.9 Total assets 4,707.0 4,092.8 4,635.7 Liabilities Current liabilities Trade and other payables 151.2 137.0 188.1 Borrowings 294.2 50.6 275.3 Provisions 15.4 27.8 10.5 Current tax liabilities 29.6 27.5 22.4 Deferred income 582.4 537.3 565.5 Non-current liabilities Deferred income 204.4 171.4 196.5 Borrowings 1,441.3 1,495.3 1,470.0 Retirement benefit obligations 34.6 26.7 31.7 Long-term provisions 11.7 16.6 14.3 Other non-current liabilities 11.0 4.0 3.7 Deferred tax liabilities 349.5 286.5 264.0 Total liabilities 3,125.3 2,780.7 3,042.0 Net assets 1,581.7 1,312.1 1,593.7
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Six months ended 31 October 2016 $m
ETR
Six months ended 31 October 2015 $m
ETR
Profit before tax (PBT) 113.2 98.8 Share based compensation 15.5 11.9 Amortization of purchased intangibles 106.4 91.0 Exceptional costs 41.0 10.6 Adjusted PBT 276.2 212.3 Tax (charge) / credit as reported 22.6 20.0% 11.3 11.4% Tax on adjusted items 41.5 33.3 Adjusted tax charge 64.1 23.2% 44.6 21.0%
Reported effective tax rate (“ETR”) in the period is 20.0% (2015: 11.4%)
relating to HPE Software transaction
Adjusted ETR in the period is 23.2% (2015: 21.0%) in line with guidance range
the OECD’s Base Erosion and Profit Shifting (“BEPS”) initiative
Cash tax payments in period were $18.2m (2016:$47.7m)
current year
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Kevin Loosemore
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Micro Focus EBITDA evolution ($mm)
Note: Does not include acquisitions smaller than $10M: Authasas (’15), Openfusion (’13), Soforte (’13), Relativity (’09) and Liant (’08). Values for Borland, NetManage, Acucorp and Accurev are operating profit, not EBITDA. Source: Micro Focus and other companies annual reports, Bain Analysis. Presentation to HPE Board directors August 2016
39 3 (2) 19 (11) 8 (2) 313 166 532 80 612
'06 EBITDA Acucorp ('07) NetManage ('08) Compuware ('09) Borland ('09) Orbix assets from Progresss SW ('12) Accurev ('13) TAG ('14) Op improvement '16 EBITDA Serena ('16) '16 EBITDA (incl Serena) ~34% of ~$490M total EBITDA growth driven by real net
Serena acquisition closed end of FY16 1 2 4 3 5 6 7 8
Net operational improvement accounts for ~34% of Micro Focus’s EBITDA growth over last 10 years
enabling innovation for customers, opportunities for employees and returns for shareholders
to approximately $2bn EBITDA in medium term
expectation
Micro Focus model
combined business
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HPE FY results Nov Micro Focus HY results Dec HPE Q1 results Feb First submission of Circular Feb First submission of prospectus Apr 1st SEC filing May Approval of Circular May HPE HY results May Shareholder meeting May Micro Focus FY results Jul Publication of prospectus Jul Approval of SEC documentation Jul Completion / admission Q3’17
Key dates
Phase I: Assessment
businesses
Management Actions
Phase II: Integration
Actions
model
conversion
elements
Phase III: Stabilisation
Actions
Phase IV: Growth
Actions
FY17 FY18 FY19 FY20
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Micro Focus HPE Software Pro forma Geography Type Business
`
72% recurring 61% recurring 64% recurring Americas 55% APAC and Japan 33% EMEA 12% Maintenance 52% Subscription 9% Licence 26% Consulting 13% IT Management 61% ESP 18% IM&G 16% Big Data 5% Maintenance 52% Subscription 20% Licence 24% Consultancy 4% Americas 56% APAC 9% EMEA 35% IT Management 49% ESP 12% IM&G 11% CDMS 6% SUSE 6% IAS 5% Host Con. 4% Big Data 3% C&N 4% Maintenance 52% Subscription 13% Licence 25% Consultancy 10% Americas 55% APAC and Japan 19% EMEA 26% CDMS 18% SUSE 18% IAS 16% Host con. 14% C&N 11%
ITOM 23%
Source: Management presentations; Note: Pro forma financials based on combined values for company’s respective financial years Note: Pro forma for Serena
consolidating
(28.7% compound since 2005)
Facility EBITDA
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Micro Focus
Attachmate 2014 @ $2.35bn Serena 2016 @ $540m HPE Software 2016 @ $8.8bn NetIQ 2006 @ $495m Novell 2010 @ $2.2bn SUSE Linux 2003 @ $210m iConclude 2007 @ $57m Compuware ASQ 2009 @ $80m Borland Software 2009 @ $75m Visigenic Software 1997 @ $130m TogetherSoft 2002 @ $185m Segue Software 2006 @ $100m UNIX SYSTEM LABORITORIES 1992 @ $322m WordPerfect 1994 @ $1.4bn Cambridge Technology Partners 2001 @ $266m Silverstream Software 2002 @ $212m e-Security 2006 @ $72m PlateSpin 2008 @ $205m Tower Software Engineering 2008 @ $109m Perigrine 2005 @ $425m Mercury 2006 @ $4.5bn Opsware 2007 @ $1.6bn ArcSight 2010 @ $1.5bn Autonomy 2011 @ $11bn Vertica 2011 @ $350m StorageApp 2001 @ $350m Bluestone Software 2000 @ $468m Freshwater Software 2001 @ $147m Kintana 2003 @ $225m Systinet 2006 @ $105m Interwoven 2009 @ $775m Verity 2005 @ $500m e-Talk 2005 @ $72m Zantaz 2007 @ $375m Microlink 2010 @ $55m Iron Mountain 2011 @ $380m Metacode Technologies 2000 @ $150m iManage 2003 @ $171m Optimost 2007 @ $52m Innovative Tech Systems 1998 @ $77m Tivoli’s Service Desk 2000 @ $105m Telco Research 2000 @ $250m Remedy 2001 @ $1.08bn Source: Barclays Research. Blue box denotes a key acquisition, dashed line denotes a subsequently-disposed-of business
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SUSE
Revenue by product portfolio ($m)
Revenue by type ($m)
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0.0 100.0 200.0 300.0 400.0 500.0 600.0 700.0 800.0
H1 15 H2 15 H1 16 H2 16 H1 17 CDMS Host Connectivity IAS Development & ITOM Collaboration & Network SUSE
0.0 100.0 200.0 300.0 400.0 500.0 600.0 700.0 800.0
H1 15 H2 15 H1 16 H2 16 H1 17 Maintenance Subscription Licence Services
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17.7% 18.2% 17.2% 20.0% 19.5% 11.8% 16.3% 15.3% 13.0% 13.5% 15.7% 14.5% 15.0% 15.7% 14.6% 24.7% 23.9% 22.8% 22.5% 20.6% 14.9% 12.4% 12.1% 10.6% 10.2% 15.1% 14.7% 17.7% 18.2% 21.5%
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% H1 15 H2 15 H1 16 H2 16 H1 17 CDMS Host Connectivity IAS Development and ITOM Collaboration and Network SUSE
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COBOL Development & Mainframe Solutions Host Connectivity 0.0 20.0 40.0 60.0 80.0 100.0 120.0 140.0 160.0 180.0 H1 15 H2 15 H1 16 H2 16 H1 17 Maintenance Licence Services 0.0 20.0 40.0 60.0 80.0 100.0 120.0 140.0 160.0 180.0 H1 15 H2 15 H1 16 H2 16 H1 17 Maintenance Licence Services
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Identity & Access Security Development & IT Operations Management Tools 0.0 20.0 40.0 60.0 80.0 100.0 120.0
140.0 160.0 180.0 H1 15 H2 15 H1 16 H2 16 H1 17 Maintenance Licence Services 0.0 20.0 40.0 60.0 80.0 100.0 120.0 140.0 160.0 180.0 H1 15 H2 15 H1 16 H2 16 H1 17 Maintenance Licence Services
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Collaboration & Networking SUSE 0.0 20.0 40.0 60.0 80.0 100.0 120.0 140.0 160.0 180.0 H1 15 H2 15 H1 16 H2 16 H1 17 Maintenance Licence Services 0.0 20.0 40.0 60.0 80.0 100.0 120.0 140.0
160.0 180.0 H1 15 H2 15 H1 16 H2 16 H1 17 Subscription Services
Six months ended 31 October 2016 Six months ended 31 October 2015 Y/E 30 April 2016 Before exceptional items Exceptional items Total Before exceptional items Exceptional items Total Total $’000 $’000 $’000 $’000 $’000 $’000 $’000 Revenue 684,743
604,523
1,245,049 Cost of sales (73,031) (1,265) (74,296) (65,578) (932) (66,510) (135,432) Gross profit 611,712 (1,265) 610,447 538,945 (932) 538,013 1,109,617 Selling and distribution costs (216,526) (2,002) (218,528) (194,600) (4,202) (198,802) (416,333) Research and development expenses (133,359) (2,175) (135,534) (121,977) (682) (122,659) (259,388) Administrative expenses (57,493) (35,606) (93,099) (61,314) (4,835) (66,149) (138,962) Operating profit 204,334 (41,048) 163,286 161,054 (10,651) 150,403 294,934 Analyzed as: Adjusted Operating profit 326,249
263,868
533,514 Share based compensation (15,521)
(11,856)
(28,793) Amortization of purchased intangibles (106,394)
(90,958)
(181,934) Exceptional items
(41,048)
(10,651) (27,853) Operating profit 204,334 (41,048) 163,286 161,054 (10,651) 150,403 294,934 Share of results of associates (1,127)
(1,129)
(2,190) Net finance costs (48,953)
(50,439)
(97,348) Profit before tax 154,254 (41,048) 113,206 109,486 (10,651) 98,835 195,396 Taxation (28,140) 5,551 (22,589) (14,593) 3,296 (11,297) (32,424) Profit for the period 126,114 (35,497) 90,617 94,893 (7,355) 87,538 162,972
Six months ended 31 October 2016 Six months ended 31 October 2015 Y/E 30 April 2016 Before exceptional items Exceptional items Total Before exceptional items Exceptional items Total Total $’000 $’000 $’000 $’000 $’000 $’000 $’000 Profit for the period 126,114 (35,497) 90,617 94,893 (7,355) 87,538 162,972 Other comprehensive income Actuarial (loss)/gain on pension liabilities schemes (3,521)
6,260
2,697 Actuarial gain on non-plan Pension assets 2,482
1,205
3,104 Deferred tax movement on pensions 326
(2,344)
(1,745) Currency translation differences (5,708)
(1,774)
(3,458) Other comprehensive (expense)/ income for the period (6,421)
3,347
598 Total comprehensive income for the period 119,693 (35,497) 84,196 98,240 (7,355) 90,885 163,570 Attributable to: Equity shareholders of the parent 119,714 (35,497) 84,217 98,023 (7,355) 90,668 163,492 Non-controlling interests (21)
217
78 Total comprehensive income for the period 119,693 (35,497) 84,196 98,240 (7,355) 90,885 163,570 Earnings per share expressed In cents per share
39.57 40.17 74.50
38.12 38.58 71.61 Earnings per share expressed In pence per share
29.49 25.96 49.59
28.41 24.94 47.66
(continued)
As at 31 October 2016 $’000 As at 31 October 2015 $’000 As at 30 April 2016 $’000 ASSETS Non-current assets Goodwill 2,827,825 2,436,168 2,436,168 Other intangible assets 1,186,184 1,050,581 966,555 Property, plant and equipment 40,537 42,525 40,867 Investments in associates 11,584 13,772 12,711 Long-term pension assets 24,120 19,114 22,272 Other non-current assets 3,230 3,515 4,002 Deferred tax assets 208,230 219,343 198,757 4,301,710 3,785,018 3,681,332 Current assets Inventories 63 78 93 Trade and other receivables 277,958 215,224 268,186 Current tax receivables 3,432
Cash and cash equivalents 122,970 91,566 667,178 Assets classified as held for sale 888 888 888 405,311 307,756 954,361 TOTAL ASSETS 4,707,021 4,092,774 4,635,693 LIABILITIES Current liabilities Trade and other payables 151,163 137,020 188,090 Borrowings 294,192 50,600 275,256 Provisions 15,420 27,784 10,545 Current tax liabilities 29,583 27,515 22,426 Current deferred income 582,412 537,280 565,480 1,072,770 780,199 1,061,797 Non-current liabilities Non-current deferred income 204,342 171,407 196,483 Borrowings 1,441,337 1,495,272 1,469,953 Retirement benefit obligations 34,599 26,695 31,669 Long-term provisions 11,729 16,634 14,354 Other non-current liabilities 11,021 4,039 3,671 Deferred tax liabilities 349,464 286,450 264,038 2,052,492 2,000,497 1,980,168 TOTAL LIABILITIES 3,125,262 2,780,696 3,041,965 NET ASSETS 1,581,759 1,312,078 1,593,728
Consolidated Statement
61
As at 31 October 2016 $’000 As at 31 October 2015 $’000 As at 30 April 2016 $’000 EQUITY Ordinary shares 39,650 39,558 39,573 Share premium account 190,727 16,559 190,293 Merger reserve 988,104 1,168,104 988,104 Capital redemption reserve 163,363 163,363 163,363 Retained earnings (deficit) 221,593 (61,380) 228,344 Foreign currency translation reserve (deficit) (22,714) (15,322) (17,006) TOTAL EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT 1,580,723 1,310,882 1,592,671 Non-controlling interests 1,036 1,196 1,057 TOTAL EQUITY 1,581,759 1,312,078 1,593,728
62
Six months ended 31 October 2016 Six months ended 31 October 2015 Y/E 30 April 2016 Before exceptional items Excep- tional items Total Before exceptional items Excep-tional items Total Total $’000 $’000 $’000 $’000 $’000 $’000 $’000 Revenue 684,743
604,523
1,245,049 Cost of sales (73,031) (1,265) (74,296) (65,578) (932) (66,510) (135,432) Selling and distribution costs (216,526) (2,002) (218,528) (194,600) (4,202) (198,802) (416,333) Research and development expenses (133,359) (2,175) (135,534) (121,977) (682) (122,659) (259,388) Administrative expenses (57,493) (35,606) (93,099) (61,314) (4,835) (66,149) (138,962) Total costs (480,409) (41,048) (521,457) (443,469) (10,651) (454,120) (950,115) Operating profit 204,334 (41,048) 163,286 161,054 (10,651) 150,403 294,934
63
Six months ended 31 October 2016 $’000 Six months ended 31 October 2015 $’000 Year ended 30 April 2016 $’000 Operating profit 163,286 150,403 294,934 Exceptional items 41,048 10,651 27,853 Share-based compensation charge 15,521 11,856 28,793 Amortization of purchased intangibles 106,394 90,958 181,934 Adjusted operating profit 326,249 263,868 533,514 Depreciation 5,712 5,770 11,419 Amortization of software 574 918 1,864 Adjusted EBITDA 332,535 270,556 546,797 EBITDA 288,083 256,817 509,666 Amortization of capitalized development costs (12,117) (8,768) (19,515) Share-based compensation charges 15,521 11,856 28,793 Exceptional items 41,048 10,651 27,853 Adjusted EBITDA 332,535 270,556 546,797 Adjusted EBITDA less Exceptional items 291,487 259,905 518,944 Cash generated from continuing operations 201,910 162,695 456,113 Cash conversion ratio = Cash generated from continuing operations Adjusted EBITDA less Exceptional items 69.3% 62.6% 87.9%
Six months ended 31 October 2016 $’000 Six months ended 31 October 2015 $’000 Year ended 30 April 2016 $’000 Cash generated from operations 201,910 162,695 456,113 Interest paid (42,879) (52,200) (91,807) Bank loan costs (5,864) (753) (1,805) Tax (paid)/received (18,183) (47,707) (79,282) Net cash generated from operating activities 134,984 62,035 283,219 Cash flows from investing activities Payments of intangible assets (17,571) (15,786) (34,488) Purchase of property, plant and equipment (6,454) (5,917) (10,281) Interest received 502 448 1,009 Payment for acquisition of subsidiaries (293,797) (9,960) (9,960) Repayment of bank borrowings on acquisitions (316,650)
68,173 106 106 Net cash used in investing activities (565,797) (31,109) (53,614) Cash flows from financing activities Proceeds from issue of ordinary share capital 467 475 968 Proceeds from share placement
Costs associated with share placement
Repayment of bank borrowings (126,375) (126,375) (157,750) Net proceeds from bank borrowings 115,000 20,000 245,000 Dividends paid to owners (111,023) (70,015) (105,159) Net cash (used in)/generated from financing activities (121,931) (175,915) 205,800 Effects of exchange rate changes 8,536 (4,769) (9,551) Net (decrease)/increase in cash and cash equivalents (544,208) (149,758) 425,854 Cash and cash equivalents at beginning of period/year 667,178 241,324 241,324 Cash and cash equivalents at end of period/year 122,970 91,566 667,178 Debt outstanding at end of period (1,735,529) (1,545,872) (1,745,209) Net debt at end of period (1,612,559) (1,454,306) (1,078,031)
Pro-forma Revenues by Geography at Constant Currency
Geographic Analysis Revenue (at constant currency)
Six months ended 31 October 2016 Six months ended 31 October 2015 Pro-forma CCY
$m % $m % CDMS North America 62.5 46.9% 52.6 45.1% International 51.3 38.5% 46.6 39.9% Asia Pacific 19.4 14.6% 17.5 15.0% Total 133.2 100.0% 116.7 100.0% Host Connectivity North America 68.0 73.6% 74.8 72.3% International 19.9 21.5% 24.9 24.1% Asia Pacific 4.5 4.9% 3.7 3.6% Total 92.4 100.0% 103.4 100.0% IAS North America 51.3 51.1% 51.4 50.7% International 40.1 40.0% 41.7 41.1% Asia Pacific 8.9 8.9% 8.3 8.2% Total 100.3 100.0% 101.4 100.0% Development & ITOM North America 84.6 59.9% 88.2 57.2% International 45.8 32.4% 51.7 33.5% Asia Pacific 10.9 7.7% 14.3 9.3% Total 141.3 100.0% 154.2 100.0% Collaboration & Network North America 33.4 47.6% 42.7 52.3% International 30.6 43.7% 32.8 40.2% Asia Pacific 6.1 8.7% 6.1 7.5% Total 70.1 100.0% 81.6 100.0% Micro Focus North America 299.8 55.8% 309.7 55.6% International 187.7 34.9% 197.7 35.5% Asia Pacific 49.8 9.3% 49.9 8.9% Total 537.3 100.0% 557.3 100.0% SUSE North America 59.9 40.6% 50.8 42.5% International 70.0 47.5% 54.2 45.4% Asia Pacific 17.5 11.9% 14.5 12.1% Total 147.4 100.0% 119.5 100.0% TOTAL North America 359.7 52.5% 360.5 53.3% International 257.7 37.7% 251.9 37.2% Asia Pacific 67.3 9.8% 64.4 9.5% TOTAL 684.7 100.0% 676.8 100.0%
Six months ended 31 October 2016 As Reported Actual Six months ended 31 October 2015 Pro-forma CCY Six months ended 31 October 2016 Pro-forma CCY (Decline/ Growth) Six months ended 31 October 2015 As Reported Actual Year ended 30 April 2016 Pro- forma CCY $m $m % $m $m
Micro Focus North America 229.8 309.7 (3.2%) 260.8 627.6 International 187.7 197.7 (5.1%) 180.1 420.4 Asia Pacific & Japan 49.8 49.9 (0.2%) 42.4 101.9 Total 537.3 557.3 (3.6%) 483.3 1,149.9 SUSE North America 59.9 50.8 17.9% 50.9 108.6 International 70.0 54.2 29.2% 56.2 112.7 Asia Pacific & Japan 17.5 14.5 20.7% 14.1 30.4 Total 147.4 119.5 23.3% 121.2 251.7 Group North America 359.7 360.5 (0.2%) 311.7 736.2 International 257.7 251.9 2.3% 263.3 533.1 Asia Pacific & Japan 67.3 64.4 4.5% 56.5 132.3 Total revenue 684.7 676.8 1.2% 604.5 1,401.6
Six months ended 31 October 2016 As Reported Actual Six months ended 31 October 2015 Pro-forma CCY (Decline)/ Growth Six months ended 31 October 2015 As reported Actual Year ended 30 April 2016 Pro-forma CCY Year ended 30 April 2016 As reported Actual COBOL Development & Mainframe Solutions 19.4% 17.2% 12.8% 19.2% 18.6% 20.8% Host Connectivity 13.6% 15.3% (11.1%) 17.2% 14.1% 15.9% Identity, Access & Security 14.6% 15.0% (2.7%) 17.0% 15.4% 17.4% Development & IT Operations Management Tools 20.6% 22.8% (9.6%) 12.8% 22.6% 12.6% Collaboration & Networking 10.3% 12.1% (14.9%) 13.8% 11.3% 12.9% Micro Focus Portfolio 78.5% 82.4% (4.7%) 80.0% 82.0% 79.6% SUSE Portfolio 21.5% 17.6% 22.2% 20.0% 18.0% 20.4% Micro Focus Group 100.0% 100.0% 100.0% 100.0% 100.0%