Micro Focus International plc—Audited preliminary results for the full year ended 30 April 2016

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In September 2014 the Company announced the transformational $2.5bn acquisition of The Attachmate Group, Inc. ("TAG") which was subsequently completed on 20 November 2014. Trading results of TAG are included for the year ended 30 April 2016 and from the date of acquisition in the figures for the year to 30 April 2015.

Key highlights

• Reported operating profit doubles on reported revenues up 49.2%.
• Revenue, Underlying Adjusted EBITDA** and basic EPS*** at the top end of management expectations, driven by:
  • Strong performance by the SUSE Product Portfolio where revenues grew by 18.2% on a pro-forma* CCY basis, offset by anticipated reductions in the Micro Focus Product Portfolio.
  • Integration benefits resulting in a $75.8m decrease in Adjusted Operating Costs** on a pro-forma CCY basis.
• On a CCY basis:
  • Total revenues of $1,245.0m (2015: CCY $804.0m), an increase of 54.9%.
  • Adjusted EBITDA** of $546.8m (2015: CCY $344.0m), an increase of 59.0%.
  • Underlying Adjusted EBITDA increased by 59.1% to $532.5m (2015: CCY $334.7m), at a margin of 42.8%.
• On a pro-forma CCY basis to provide a better comparison of underlying performance:
  • Total revenues of $1,245.0m (2015: pro-forma CCY $1,270.7m), a reduction of 2.0%.
  • Adjusted EBITDA of $546.8m (2015: pro-forma CCY $499.3m), an increase of 9.5%.
  • Underlying Adjusted EBITDA of $532.5m (2015: pro-forma CCY $486.8m), an increase of 9.4%.
• Growth in Adjusted diluted earnings per share of 13.3% to 146.70 cents (2015: 129.43 cents)***
• Acquisition of Serena Software Inc. ("Serena") announced on 22 March 2016 for $540.0m on a cash and debt free basis, together with a share placing of 10.9m shares at a price of 1,455 pence raising £158.2m ($225.7m) gross and £156.1m ($222.7m) net. Completion of the Serena acquisition took place after the year end on 2 May 2016.
• Strong cash generation in the period:
  • Cash generated from operations was $455.7m (2015: $288.7m) representing 87.8% (2015: 110.6%) of Adjusted EBITDA less exceptional costs with second half cash generated from operations of $293.7m, 113.4% of Adjusted EBITDA less exceptional costs.
  • Free cash flow**** of $238.1m (2015: $173.7m).
  • Net debt at 30 April 2016 reduced to $1,078.0m (30 April 2015: $1,403.5m) benefiting from the net proceeds of $222.7m from the share placing announced on 22 March 2016. The Serena acquisition completed on 2 May 2016 with resulting increase in pro-forma net debt to $1,625.0m.
  • Net debt to pro-forma Facility EBITDA** for the year to 30 April 2016 is a multiple of 1.90 times, increasing to 2.51 times on a pro-forma basis including the acquisition of Serena Software Inc.; target remains 2.5 times.
• Proposed final dividend increased by 50.7% to 49.74 cents per share (2015: 33.00 cents per share) resulting in full year dividend of 66.68 cents per share (2015: 48.40 cents per share).

Statutory results

• Operating profit of $294.9m (2015: $147.2m)
• Profit before tax of $195.4m (2015: $91.4m)
• Basic earnings per share of 74.50 cents (2015: 58.54 cents) an increase of 27.3%***

* Due to the significant size of the TAG acquisition the directors believe that the full year results are better understood by comparing the results in the period with the pro-forma CCY results of the combination of TAG and Base Micro Focus in the comparable period. In arriving at pro-forma CCY results for year ended 30 April 2015 the directors have combined the unaudited internal management information for TAG for the period from 1 May 2014 to 20 November 2014 with the audited Group results for the year ended 30 April 2015 converted at the same exchange rates as experienced in the current period.

** In assessing the performance of the business, the directors use non GAAP measures "Adjusted Operating Profit", "Adjusted Operating Costs" and "Adjusted earnings per share", being the relevant statutory measures, prior to exceptional items, amortization of purchased intangibles and share based compensation. "Adjusted EBITDA" is the Adjusted Operating Profit prior to depreciation and amortization of purchased software. Underlying Adjusted EBITDA removes the impact of net capitalization/amortization of development costs and foreign currency gains and losses from Adjusted EBITDA whilst Facility EBITDA is Adjusted EBITDA before amortization and impairment of capitalized development costs. A reconciliation of these profit measures is given in note 8.

*** Earnings per share are detailed in note 11.

**** Free cash flow is cash generated from operations less net interest payments and loan costs, tax, intangible assets and purchase of property, plant and equipment.

Kevin Loosemore, Executive Chairman of Micro Focus, commented:
"The board is delighted with the progress that has been made with the integration of the TAG business, the acquisition of Serena and the opportunities being presented as the infrastructure software market continues to mature. Our staff continue to work diligently to realize the value opportunities from this consolidating market space.

We look forward to the coming year with optimism and excitement about the opportunities to come. We remain absolutely focused on growing shareholder returns which we see as the true measure of growth. In that context we are delighted to have announced a return to a policy of twice covered dividend."

Enquiries:

Micro Focus
Tel: +44 (0) 1635 32646

Kevin Loosemore, Executive Chairman
Mike Phillips, Chief Financial Officer
Tim Brill, IR Director

Powerscourt
Tel: +44 (0) 20 7250 1446

Peter Ogden
Sophie Moate

About Micro Focus

Micro Focus (LSE: MCRO.L) is a global enterprise software Company supporting the technology needs and challenges of the Global 2000. Our solutions help organizations leverage existing IT investments, enterprise applications and emerging technologies to address complex, rapidly evolving business requirements while protecting corporate information at all times. Our Product Portfolios are Micro Focus and SUSE. Within Micro Focus our solution portfolios are COBOL Solutions, Host Connectivity, Identity and Access Security, IT Development and Operations Management Tools, and Collaboration and Networking. For more information, visit: www.microfocus.com. SUSE, a pioneer in Open Source software, provides reliable, interoperable Linux, cloud infrastructure and storage solutions that give enterprises greater control and flexibility. For more information, visit: www.suse.com.

Forward-looking statements

Certain statements in this audited preliminary results statement 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.